Exhibit 99.1
FAIVELEY TRANSPORT, S.A.
HALF-YEAR CONSOLIDATED INCOME STATEMENT
| | | | | | | | | | | | |
(€ thousands) | | Notes | | | 30 September 2016 | | | 30 September 2015 | |
NET SALES | | | NOTE 24 | | | | 520 472 | | | | 532 809 | |
Cost of sales | | | NOTE 25 | | | | (383 796 | ) | | | (401 103 | ) |
GROSS PROFIT | | | | | | | 136 676 | | | | 131 706 | |
% of Sales | | | | | | | 26.3 | % | | | 24.7 | % |
Administrative costs | | | | | | | (51 001 | ) | | | (47 083 | ) |
Sales and marketing costs | | | | | | | (26 179 | ) | | | (26 545 | ) |
Research and development costs | | | | | | | (8 329 | ) | | | (8 601 | ) |
Other operating income | | | NOTE 26 | | | | 981 | | | | 2 647 | |
Other expenses | | | NOTE 26 | | | | (19 392 | ) | | | (13 382 | ) |
PROFIT FROM RECURRING OPERATIONS | | | | | | | 32 756 | | | | 38 742 | |
% of Sales | | | | | | | 6.3 | % | | | 7.3 | % |
Restructuring costs | | | NOTE 27 | | | | (647 | ) | | | (1 322 | ) |
Gain/(loss) on disposal of property, plant and equipment and intangible assets | | | NOTE 27 | | | | (3 | ) | | | 10 | |
OPERATING PROFIT BEFORE IMPAIRMENT LOSSES AND OTHER NON-RECURRING CHARGES | | | | | | | 32 106 | | | | 37 430 | |
% of Sales | | | | | | | 6.2 | % | | | 7.0 | % |
Impairment of assets | | | NOTE 8 | | | | (63 012 | ) | | | 0 | |
OPERATING PROFIT/(LOSS) | | | | | | | (30 906 | ) | | | 37 430 | |
% of Sales | | | | | | | -5.9 | % | | | 7.0 | % |
Share of profit of joint ventures | | | NOTE 9 | | | | 1 794 | | | | 3 481 | |
OPERATING PROFIT/(LOSS) AFTER SHARE OF PROFIT OF EQUITY-ACCOUNTED ENTITIES | | | | | | | (29 112 | ) | | | 40 911 | |
% of Sales | | | | | | | -5.6 | % | | | 7.7 | % |
Amortisation and depreciation charges included in operating profit | | | | | | | 9 550 | | | | 8 958 | |
Operating profit /(loss) before amortisation and depreciation charges | | | | | | | (19 562 | ) | | | 49 869 | |
Net cost of financial debt | | | | | | | (4 690 | ) | | | (5 059 | ) |
Other financial income | | | | | | | 17 821 | | | | 21 281 | |
Other financial expenses | | | | | | | (18 033 | ) | | | (20 685 | ) |
NET FINANCIAL EXPENSE | | | NOTE 28 | | | | (4 902 | ) | | | (4 463 | ) |
PROFIT/(LOSS) BEFORE TAX | | | | | | | (34 014 | ) | | | 36 448 | |
Income tax | | | NOTE 29 | | | | (8 713 | ) | | | (11 104 | ) |
PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS | | | | (42 727 | ) | | | 25 344 | |
Profit of discontinued operations | | | NOTE 30 | | | | 0 | | | | 0 | |
CONSOLIDATED NET PROFIT/(LOSS) | | | | | | | (42 727 | ) | | | 25 344 | |
attributable to: | | | | | | | | | | | | |
Minority interests | | | | | | | (9 614 | ) | | | 2 193 | |
Net profit/(loss) - Group share | | | | | | | (33 113 | ) | | | 23 150 | |
% of Sales | | | | | | | -6.4 | % | | | 4.3 | % |
Earnings per share, in €: | | | NOTE 32 | | | | | | | | | |
Basic earnings per share | | | | | | | (2.29 | ) | | | 1.61 | |
Diluted earnings per share | | | | | | | (2.29 | ) | | | 1.59 | |
Earnings per share, in € – Continuing operations: | | | | | | | | | | | | |
Basic earnings per share | | | | | | | (2.29 | ) | | | 1.61 | |
Diluted earnings per share | | | | | | | (2.29 | ) | | | 1.59 | |
The notes 1 to 38 form an integral part of the consolidated financial statements.
HALF-YEAR CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
| | | | | | | | | | | | |
(€ thousands) | | Notes | | | 30 September 2016 | | | 30 September 2015 | |
Net profit/(loss) for the period | | | | | | | (42,727 | ) | | | 25,344 | |
Translation adjustment | | | NOTE 16 | | | | (2,353 | ) | | | (15,605 | ) |
Financial assets available for sale | | | | | | | | | | | | |
Gains (losses) on financial hedge instruments | | | NOTE 20 | | | | 517 | | | | 373 | |
Other items that can be reclassified | | | | | | | 202 | | | | (29 | ) |
Taxes on items that can be reclassified | | | | | | | (178 | ) | | | (128 | ) |
Items that can be reclassified to profit or loss | | | | | | | (1,812 | ) | | | (15,389 | ) |
of which Share of joint ventures in items that can be reclassified | | | | | | | (280 | ) | | | (1,485 | ) |
Actuarial gains and losses on post-employment benefits | | | NOTE 18 | | | | (8,142 | ) | | | 4,356 | |
Taxes on items that cannot be reclassified | | | | | | | 1,840 | | | | (1,303 | ) |
Items that cannot be reclassified to profit or loss | | | | | | | (6,302 | ) | | | 3,053 | |
of which Share of joint ventures in items that cannot be reclassified | | | | | | | — | | | | — | |
Items of other comprehensive income, after tax | | | | | | | (8,114 | ) | | | (12,336 | ) |
of which Share of joint ventures | | | | | | | (280 | ) | | | (1,485 | ) |
Total comprehensive income | | | | | | | (50,842 | ) | | | 13,008 | |
Attributable to: | | | | | | | | | | | | |
• Parent Company shareholders | | | | | | | (41,572 | ) | | | 12,579 | |
• minority interests | | | | | | | (9,270 | ) | | | 431 | |
The notes 1 to 38 form an integral part of the consolidated financial statements.
2
HALF-YEAR CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| | | | | | | | | | | | |
ASSETS (€ thousands) | | Notes | | | 30 September 2016 Net | | | 31 March 2016 Net | |
Goodwill | | | NOTE 5 | | | | 646,982 | | | | 688,572 | |
Intangible assets | | | NOTE 6 | | | | 54,299 | | | | 63,565 | |
Property, plant and equipment | | | NOTE 7 | | | | | | | | | |
Land | | | | | | | 5,600 | | | | 5,575 | |
Buildings | | | | | | | 19,079 | | | | 19,152 | |
Plant and machinery | | | | | | | 32,153 | | | | 34,603 | |
Other property, plant and equipment | | | | | | | 17,106 | | | | 18,350 | |
Equity interests in equity-accounted entities | | | NOTE 9 | | | | | | | | | |
Shareholdings in equity-accounted joint ventures | | | | | | | 22,256 | | | | 20,742 | |
Shareholdings in other equity-accounted entities | | | | | | | | | | | | |
Other non-current financial assets | | | NOTE 10 | | | | | | | | | |
Shareholdings in unconsolidated subsidiaries | | | | | | | 246 | | | | 255 | |
Other long-term financial investments | | | | | | | 2,266 | | | | 2,644 | |
Deferred tax assets | | | | | | | 65,775 | | | | 62,274 | |
TOTAL NON-CURRENT ASSETS (I) | | | | | | | 865,762 | | | | 915,732 | |
Inventories | | | NOTE 11 | | | | 177,274 | | | | 161,222 | |
Work-in-progress on projects | | | NOTE 12 | | | | 130,607 | | | | 123,425 | |
Advances and prepayments paid on orders | | | | | | | 5,120 | | | | 2,323 | |
Trade receivables | | | NOTE 13 | | | | 194,969 | | | | 215,806 | |
Other current assets | | | NOTE 13 | | | | 39,107 | | | | 37,902 | |
Taxation receivable | | | | | | | 14,088 | | | | 18,018 | |
Current financial assets | | | NOTE 14 | | | | 12,539 | | | | 33,911 | |
Short-term investments | | | NOTE 15 | | | | 14,991 | | | | 15,021 | |
Cash | | | NOTE 15 | | | | 210,706 | | | | 221,048 | |
Assets held for sale | | | NOTE 8 | | | | 21,658 | | | | 7,527 | |
TOTAL CURRENT ASSETS (II) | | | | | | | 821,059 | | | | 836,203 | |
TOTAL ASSETS (I + II) | | | | | | | 1,686,821 | | | | 1,751,935 | |
3
| | | | | | | | | | | | |
EQUITY AND LIABILITIES (€ thousands) | | Notes | | | 30 September 2016 | | | 31 March 2016 | |
SHAREHOLDERS’ EQUITY | | | NOTE 16 | | | | | | | | | |
Share capital | | | | | | | 14,621 | | | | 14,614 | |
Share premium | | | | | | | 103,004 | | | | 97,305 | |
Translation difference | | | | | | | 4,158 | | | | 6,860 | |
Consolidated reserves | | | | | | | 518,965 | | | | 486,683 | |
Net profit/(loss) for the period | | | | | | | (33,113 | ) | | | 51,290 | |
TOTAL EQUITY – GROUP SHARE | | | | | | | 607,635 | | | | 656,752 | |
MINORITY INTERESTS | | | NOTE 17 | | | | | | | | | |
Share of equity | | | | | | | 26,217 | | | | 27,397 | |
Share of net profit | | | | | | | (9,614 | ) | | | 4,711 | |
TOTAL MINORITY INTERESTS | | | | | | | 16,603 | | | | 32,108 | |
TOTAL CONSOLIDATED EQUITY (I) | | | | | | | 624,238 | | | | 688,860 | |
Non-current provisions | | | NOTE 18 | | | | 48,615 | | | | 43,136 | |
Deferred tax liabilities | | | | | | | 54,528 | | | | 51,120 | |
Non-current borrowings and financial debt | | | NOTE 19 | | | | 361,962 | | | | 360,930 | |
TOTAL NON-CURRENT LIABILITIES (II) | | | | | | | 465,105 | | | | 455,186 | |
Current provisions | | | NOTE 18 | | | | 114,410 | | | | 112,387 | |
Current borrowings and financial debt | | | NOTE 19 | | | | 34,400 | | | | 57,682 | |
Advances and prepayments received on orders | | | | | | | 141,073 | | | | 158,698 | |
Current liabilities | | | NOTE 21 | | | | 286,972 | | | | 269,574 | |
Tax payable | | | | | | | 6,768 | | | | 9,548 | |
Liabilities related to assets held for sale | | | NOTE 8 | | | | 13,855 | | | | | |
TOTAL CURRENT LIABILITIES (III) | | | | | | | 597,478 | | | | 607,889 | |
TOTAL EQUITY AND LIABILITIES (I + II + III) | | | | | | | 1,686,821 | | | | 1,751,935 | |
The notes 1 to 38 form an integral part of the consolidated financial statements.
4
HALF-YEAR CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(€ thousands) | | Share capital | | | Share premium | | | Reserves | | | Translation adjustment | | | Profit/(loss) for the period | | | Total Group share | | | Minority interests | | | TOTAL | |
At 31 March 2015 | | | 14,614 | | | | 94,298 | | | | 436,629 | | | | 24,549 | | | | 55,645 | | | | 625,734 | | | | 31,716 | | | | 657,450 | |
Allocation of 2014/2015 net profit | | | | | | | | | | | 55,645 | | | | | | | | (55,645 | ) | | | 0 | | | | | | | | 0 | |
Dividends paid | | | | | | | | | | | (12,977 | ) | | | | | | | | | | | (12,977 | ) | | | (1,800 | ) | | | (14,777 | ) |
Treasury shares | | | | | | | 3,007 | | | | | | | | | | | | | | | | 3,007 | | | | | | | | 3,007 | |
Stock option plans reserved for employees (value of services provided by staff) | | | | | | | | | | | 7,582 | | | | | | | | | | | | 7,582 | | | | | | | | 7,582 | |
Other movements and changes in consolidation scope | | | | | | | | | | | (187 | ) | | | 69 | | | | | | | | (118 | ) | | | (40 | ) | | | (158 | ) |
Net profit for the period | | | | | | | | | | | | | | | | | | | 51,290 | | | | 51,290 | | | | 4,711 | | | | 56,001 | |
Items of other comprehensive income | | | | | | | | | | | (9 | ) | | | (17,758 | ) | | | | | | | (17,767 | ) | | | (2,479 | ) | | | (20,246 | ) |
Total income and expenses recognised in Comprehensive Income | | | 0 | | | | 0 | | | | (9 | ) | | | (17,758 | ) | | | 51,290 | | | | 33,523 | | | | 2,232 | | | | 35,755 | |
At 31 March 2016 | | | 14,614 | | | | 97,305 | | | | 486,684 | | | | 6,860 | | | | 51,290 | | | | 656,752 | | | | 32,108 | | | | 688,860 | |
Allocation of 2015/2016 net profit | | | | | | | | | | | 51,290 | | | | | | | | (51,290 | ) | | | 0 | | | | | | | | 0 | |
Dividends paid | | | | | | | | | | | (14,668 | ) | | | | | | | | | | | (14,668 | ) | | | (5,891 | ) | | | (20,559 | ) |
Share capital increase | | | 7 | | | | 377 | | | | | | | | | | | | | | | | 384 | | | | | | | | 384 | |
Shares delivered to Group employees | | | | | | | 3,965 | | | | (3,965 | ) | | | | | | | | | | | 0 | | | | | | | | 0 | |
Stock option plans reserved for employees (value of services provided by staff) | | | | | | | | | | | 6,436 | | | | | | | | | | | | 6,436 | | | | | | | | 6,436 | |
Other movements | | | | | | | 1,357 | | | | (1,051 | ) | | | | | | | | | | | 306 | | | | (344 | ) | | | (37 | ) |
Net loss for the period | | | | | | | | | | | | | | | | | | | (33,113 | ) | | | (33,113 | ) | | | (9,614 | ) | | | (42,727 | ) |
Items of other comprehensive income | | | | | | | | | | | (5,761 | ) | | | (2,702 | ) | | | | | | | (8,463 | ) | | | 344 | | | | (8,119 | ) |
Total income and expenses recognised in Comprehensive Income | | | 0 | | | | 0 | | | | (5,761 | ) | | | (2,702 | ) | | | (33,113 | ) | | | (41,576 | ) | | | (9,270 | ) | | | (50,846 | ) |
At 30 September 2016 | | | 14,621 | | | | 103,004 | | | | 518,965 | | | | 4,158 | | | | (33,113 | ) | | | 607,635 | | | | 16,603 | | | | 624,238 | |
The notes 1 to 38 form an integral part of the consolidated financial statements.
5
HALF-YEAR CONSOLIDATED CASH FLOW STATEMENT
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CASH FLOW STATEMENT (€ thousands) | | Notes | | | 30 September 2016 | | | 30 September 2015 * | |
Net profit - Group share | | | | | | | (33 113 | ) | | | 23 150 | |
Net profit - Minority interests | | | | | | | (9 614 | ) | | | 2 193 | |
Adjustments for non-cash items: | | | | | | | — | | | | | |
• Depreciation and amortisation charges | | | | | | | 9 550 | | | | 8 958 | |
• Cost of performance-based shares | | | | | | | 6 436 | | | | 1 200 | |
• Asset impairment (including goodwill) | | | | | | | 63 012 | | | | — | |
• Unrealised gains and losses on derivative instruments and revaluation of monetary assets and liabilities | | | | | | | 5 604 | | | | (3 297 | ) |
• Movement in provisions for current assets and liabilities and charges | | | | | | | (2 763 | ) | | | 1 497 | |
• Other calculated income and expenses | | | | | | | — | | | | (77 | ) |
• Net loss/(gain) on asset disposals | | | | | | | 64 | | | | 124 | |
• Grant income | | | | | | | — | | | | — | |
• Share of profit of equity-accounted entities | | | NOTE 8 | | | | (1 794 | ) | | | (3 481 | ) |
• Dividends received from equity-accounted joint ventures | | | | | | | 1 298 | | | | — | |
• Dilution profit | | | | | | | — | | | | — | |
Net cost of financial debt | | | | | | | 4 690 | | | | 5 059 | |
Income tax charge (including deferred tax) | | | | | | | 8 713 | | | | 11 104 | |
Self-financing capacity before interest and tax | | | | | | | 52 083 | | | | 46 430 | |
Change in current assets and liabilities | | | | | | | (14 038 | ) | | | 4 295 | |
Decrease (+) increase (-) in inventories | | | | | | | (22 715 | ) | | | (8 568 | ) |
Decrease (+) increase (-) in trade and other receivables | | | | | | | 13 344 | | | | 41 699 | |
Increase (+) decrease (-) in trade and other payables | | | | | | | (4 989 | ) | | | (28 615 | ) |
Increase (+) decrease (-) in income tax | | | | | | | 322 | | | | (221 | ) |
Income tax paid | | | | | | | (7 095 | ) | | | (2 703 | ) |
Net financial interest paid | | | | | | | (3 156 | ) | | | (3 506 | ) |
Cash flow from operating activities | | | | | | | 27 794 | | | | 44 516 | |
Purchase of intangible assets | | | | | | | (5 156 | ) | | | (5 678 | ) |
Purchase of property, plant and equipment | | | | | | | (11 356 | ) | | | (10 072 | ) |
Proceeds from disposal of PPE and intangible assets | | | | | | | 810 | | | | 35 | |
Purchase of non-current financial assets | | | | | | | (231 | ) | | | (151 | ) |
Proceeds from sale of non-current financial assets | | | | | | | 2 809 | | | | 31 | |
Free cash flow(1) | | | | | | | 14 670 | | | | 28 681 | |
Cash outflows/inflows related to acquisitions of subsidiaries and minority interests | | | | | | | (1 133 | ) | | | (1 281 | ) |
Cash outflows/inflows related to disposals of subsidiaries and minority interests | | | | | | | — | | | | — | |
Impact of changes in consolidation scope | | | | | | | — | | | | — | |
Cash flow from investment activities | | | | | | | (14 257 | ) | | | (17 116 | ) |
Proceeds from new shares issue | | | | | | | 383 | | | | — | |
Buyback of treasury shares | | | | | | | — | | | | 2 039 | |
Premiums (paid) received on hedge instruments | | | | | | | 5 238 | | | | 5 491 | |
Cash dividends paid to parent company shareholders | | | | | | | — | | | | — | |
Cash dividends paid to minority interests | | | | | | | (5 891 | ) | | | (1 801 | ) |
Proceeds from new borrowings | | | | | | | 255 | | | | 4 186 | |
Repayment of borrowings | | | | | | | (15 622 | ) | | | (18 900 | ) |
Cash flow from financing activities | | | | | | | (15 637 | ) | | | (8 985 | ) |
Net foreign exchange difference | | | | | | | (6 411 | ) | | | (774 | ) |
Net increase/(decrease) in total cash and cash equivalents | | | | | | | (8 511 | ) | | | 17 641 | |
Of which cash transferred to assets held for sale | | | | | | | (128 | ) | | | — | |
Cash and cash equivalents at beginning of the period | | | | | | | 233 914 | | | | 234 675 | |
Cash and cash equivalents at end of the period | | | NOTE 15 | | | | 225 403 | | | | 252 316 | |
(1) | Free cash flow is defined as cash flow from operating activities plus cash flow from investment activities excluding cash flow from acquisitions/disposals of subsidiaries |
* | Cash flow statement after presentation restatements. See Note 3 to the half-year financial statements |
The notes 1 to 38 form an integral part of the condensed financial statements.
6
2.2. NOTES TO THE CONDENSED CONSOLIDATED HALF-YEAR FINANCIAL STATEMENTS
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Note 1: | | General information | | | 8 | |
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Note 2: | | Highlights | | | 8 | |
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Note 3: | | Accounting principles and methods | | | 8 | |
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Note 4: | | Changes in consolidation scope and assets held for sale | | | 10 | |
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Note 5: | | Goodwill | | | 11 | |
| | |
Note 6: | | Intangible assets | | | 12 | |
| | |
Note 7: | | Property, plant and equipment | | | 13 | |
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Note 8: | | Assets held for sale | | | 14 | |
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Note 9: | | Investments in equity-accounted entities | | | 14 | |
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Note 10: | | Other non-current financial assets | | | 15 | |
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Note 11: | | Inventories | | | 15 | |
| | |
Note 12: | | Work-in-progress on projects | | | 16 | |
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Note 13: | | Current receivables | | | 16 | |
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Note 14: | | Current financial assets | | | 17 | |
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Note 15: | | Cash and cash equivalents | | | 17 | |
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Note 16: | | Group equity | | | 17 | |
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Note 17: | | Minority interests | | | 19 | |
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Note 18: | | Analysis of provisions | | | 19 | |
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Note 19: | | Borrowings and financial debt | | | 20 | |
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Note 20: | | Financial risk management | | | 22 | |
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Note 21: | | Current liabilities | | | 25 | |
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Note 22: | | Factoring | | | 25 | |
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Note 23: | | Segment reporting | | | 26 | |
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Note 24: | | Sales | | | 27 | |
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Note 25: | | Gross profit and Cost of sales | | | 27 | |
| | |
Note 26: | | Other income and expenses from recurring operations | | | 28 | |
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Note 27: | | Restructuring costs and gains and losses on disposal of property, plant and equipment and intangible assets | | | 28 | |
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Note 28: | | Net financial income/(expense) | | | 28 | |
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Note 29: | | Income tax | | | 29 | |
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Note 30: | | Profit or loss of operations held for disposal and discontinued operations | | | 29 | |
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Note 31: | | Payroll costs and workforce | | | 29 | |
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Note 32: | | Earnings per share | | | 29 | |
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Note 33: | | Post-balance sheet events | | | 30 | |
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Note 34: | | Transactions with related parties | | | 30 | |
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Note 35: | | Dividends | | | 31 | |
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Note 36: | | Off-balance sheet commitments | | | 31 | |
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Note 37: | | Consolidation scope and method | | | 32 | |
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Note 38: | | Financial communication | | | 33 | |
7
NOTE 1: | GENERAL INFORMATION |
Faiveley Transport is a French public limited company(société anonyme) with a Management Board and a Supervisory Board. At 30 September 2016, its registered office was located at:
Immeuble le Delage, Hall Parc, Bâtiment 6A
3 rue du 19 mars 1962
92230 - GENNEVILLIERS, France
The consolidated financial statements are prepared by the Management Board and submitted for approval to the shareholders at the General Meeting.
The 2015/16 financial statements have been submitted for approval at the Shareholders’ General Meeting of 30 September 2016.
The interim financial statements were approved by the Management Board at its meeting on 17 November 2016. They were presented to and reviewed by the Supervisory Board at its meeting on 17 November 2016.
The financial statements have been prepared on the basis that the Faiveley Transport Group operates as a going concern.
The Group’s functional and presentation currency is the Euro. Figures are expressed in thousands of Euros unless indicated otherwise.
SIGNIFICANT EVENTS
| • | | At 30 September 2016, the process for applying to the European Commission for authorisation of the Faiveley Transport / Wabtec combination was ongoing. Following the formal notification submitted on 4 April 2016, on 12 May 2016 the European Commission opened an in-depth investigation (Phase 2) regarding certain segments which could be affected by the combination. In the United States, the Department of Justice is continuing the additional information (“second request”) proceedings in relation to the planned acquisition. In this context, the acquisition of a controlling interest from the Faiveley family by Wabtec is expected in the fourth quarter of 2016 and the proposed public offer will be filed with theAutorité des Marchés Financiers (AMF – French financial markets authority) in the weeks following this change in control. |
| • | | In order to meet the regulatory requirements of the process of combining with Wabtec, Faiveley Group has decided to dispose of its two subsidiaries “Amsted Rail – Faiveley LLC” and “Faiveley Transport Gennevilliers”. This disposal is highly probable and should take place during 2017. These subsidiaries have therefore been reclassified as a group of assets held for sale (see Notes 4, 8 and 33). |
| • | | The Combined General Meeting of 30 September 2016 decided to change the financial year-end and to set it as 31 December of each year. As a result, the current financial year will exceptionally last for nine months. |
NOTE 3: | ACCOUNTING PRINCIPLES AND METHODS |
BASIS OF PREPARATION
In application of regulation 1606/2002 (EC) of the European Union, the consolidated financial statements of the Faiveley Transport Group are prepared in accordance with IFRS (International Financial Reporting Standards), as adopted by the European Union.
The condensed consolidated financial statements at 30 September 2016 have been prepared in accordance with “IAS 34 Interim financial reporting”, which allows the presentation of selected notes. The condensed consolidated financial statements must be read in conjunction with the consolidated financial statements for the financial year ended 31 March 2016.
Except for the new standards and interpretations presented below, the accounting principles used for the preparation of the half-year financial statements are unchanged from those used for the preparation of the consolidated financial statements at 31 March 2016 as detailed in the consolidated financial statements published at that date.
8
The Group made presentation adjustments in order to improve the readability and clarity of the information presented in the cash flow statement. From now on, the “Premiums (paid) received on hedge instruments” are restated for the self-financing capacity in order to be presented on a separate line under cash flow from financing activities.
Changes in accounting policies due to new standards and interpretations of mandatory application for interim periods and financial years starting on or after 1 April 2016
New standards of mandatory application
| • | | Equity method in separate financial statements (amendments to IAS 27) |
| • | | Disclosure initiative (amendments to IAS 1 “Presentation of financial statements”) |
| • | | Recognition of acquisitions of interests in joint operations (amendments to IFRS 11) |
| • | | Clarification of acceptable methods of depreciation and amortisation (amendments to IAS 16 – Property, plant and equipment and IAS 38 – Intangible assets) |
| • | | Annual improvements to IFRS 2012-2014 |
These mandatory texts applicable from 1 April 2016 had no significant impact on the Group’s financial statements.
New standards and interpretations adopted by the European Union, the application of which is not yet mandatory
| • | | Revenue from contracts with customers (IFRS 15): published in May 2014 and ratified by EU Regulation of 22 September 2016, it provides a new framework for recognising revenue. IFRS 15 will replace current standards relating to the recognition of revenue, notably IAS 18 – Revenue, IAS 11 – Construction contracts, and associated interpretations when they become applicable. The standard applies from financial years beginning on or after 1 January 2018. Early application from 1 January 2017 is permitted. |
New standards and interpretations not yet adopted by the European Union, the application of which is not yet mandatory
| • | | Classification and measurement of financial assets (IFRS 9) |
| • | | Regulatory deferral accounts (IFRS 14) |
| • | | Investment entities: Application of the consolidation exemption, (Amendments to IFRS 10, IFRS 12 and IAS 28 ) |
| • | | Sale or contribution of assets between an investor and its associate or joint venture (amendments to IAS 28 and IFRS 10) |
| • | | Recognition of deferred tax assets for unrealised losses (IAS 12) |
| • | | Amendment to IAS 7 “Cash flow statement” |
| • | | Amendments to IFRS 2 “Classification and measurement of share-based payment transactions” |
| • | | Amendments to IFRS 4: Applying IFRS 9 “Financial Instruments” with IFRS 4 “Insurance Contracts”. |
The impact of these new texts on the consolidated financial statements is currently being analysed by the Group.
9
USE OF ESTIMATES
The interim financial statements have been prepared in accordance with the same accounting principles and policies as have been applied to the annual financial statements. However, in relation to interim financial statements and pursuant to IAS 34, unless otherwise specified certain estimates may be based on assumptions to a greater extent than annual financial data. Concerning the interim financial statements, the significant accounting estimates and assumptions relate to the valuation of the provision for employee benefits, the valuation of the income tax charge and the estimation of the R&D Tax Credit.
INTERIM BALANCE SHEET DATE
All companies are consolidated on the basis of financial statements drawn up at 30 September 2016.
NOTE 4: | CHANGES IN CONSOLIDATION SCOPE AND ASSETS HELD FOR SALE |
ADDITION TO THE SCOPE
The Group consolidates its Moroccan subsidiary “Faiveley Transport Service Maroc” as of 1 April 2016 following the growth of its activity. The consolidation of this entity does not have any material impact on the Consolidated Financial Statements of the Group.
NEWLY CREATED ENTITIES
Nil
ACQUISITIONS
Acquisition of minority interests
In application of the terms and conditions of the agreement of 23 December 2014 between Faiveley Transport and the minority shareholders in Faiveley Transport Schweiz AG, the legal and financial transfer of 10% of shares held by minority shareholders to Faiveley Transport took place on 7 April 2016, thereby increasing Faiveley Transport’s equity investment in Faiveley Transport Schweiz AG to 100%.
DISPOSALS AND COMPANIES NO LONGER CONSOLIDATED
Nil
MOVEMENTS IN GOODWILL DURING THE ALLOCATION PERIOD
Nil
ASSETS HELD FOR SALE
At 30 September 2016, the main group of assets to be sold primarily related to the subsidiaries Amsted Rail-Faiveley LLC and Faiveley Transport Gennevilliers, the disposal of which is necessary in order to meet the regulatory requirements related to the combination with Wabtec.
In accordance with the provisions of IFRS 5, all the assets and liabilities directly connected with the two subsidiaries intended for sale were respectively presented under the items “Assets held for sale” and “Liabilities related to assets held for sale” in the consolidated balance sheet at 30 September 2016.
Impairment losses resulting from the classification under the group of assets held for sale are reported in the income statement under “Impairment of assets” for a total amount of €63 million.
The accounting impacts of the classification under assets held for sale are presented in “Note 8 – Assets held for sale” and reflect the current best estimate of Management, taking into account current discussions. They will be finalised following completion of the transactions, which is expected in the coming months.
10
Goodwill mainly arose from the acquisition of subsidiaries and the purchase of minority interests in Faiveley SA by the holding company Faiveley Transport in 2008; these two companies have since merged into the current Faiveley Transport parent company.
This goodwill was calculated in accordance with the partial goodwill method.
Faiveley Group Management monitors its business performance by entity or group of entities, which generally correspond to a major area of specialisation. Goodwill has been allocated to the companies or groups acquired, except for goodwill arising from the purchase of minority interests which is monitored as a whole at Group level.
The following tables provide details of opening and closing goodwill balances for the reported periods, their change during the period and their allocation to the various companies or groups of companies corresponding to the groups of cash generating units used by Faiveley Transport for in-house monitoring.
The following table provides details of goodwill as at 30 September 2016:
| | | | | | | | | | | | | | | | |
| | Gross | | | Accumulated impairment | | | Net 30 September 2016 | | | Net 31 March 2016 | |
Faiveley Transport minority interests | | | 265 778 | | | | — | | | | 265 778 | | | | 265 778 | |
Sab Wabco Group (brakes and couplers) | | | 234 004 | | | | | | | | 234 004 | | | | 234 004 | |
Graham-White Manufacturing Co. (compressed air drying and brake components) | | | 88 007 | | | | — | | | | 88 007 | | | | 86 275 | |
Amsted Rail-Faiveley LLC | | | — | | | | — | | | | — | | | | 30 179 | |
Faiveley Transport North America Inc (formely Ellcon National Inc - braking components) | | | 9 585 | | | | — | | | | 9 585 | | | | 9 396 | |
Faiveley Transport NSF (air conditioning) | | | 10 057 | | | | — | | | | 10 057 | | | | 10 057 | |
Faiveley Transport Nowe GmbH (sanding systems) | | | 3 273 | | | | — | | | | 3 273 | | | | 3 273 | |
Faiveley Transport Tours(1) | | | 6 061 | | | | — | | | | 6 061 | | | | 6 061 | |
Faiveley Transport Schweiz AG (formerly Urs Dolder AG) (heating) | | | 2 676 | | | | — | | | | 2 676 | | | | 2 662 | |
Faiveley Transport Gennevilliers (sintered brakes) | | | — | | | | — | | | | — | | | | 13 470 | |
Faiveley Transport Schwab AG | | | 24 696 | | | | — | | | | 24 696 | | | | 24 571 | |
Other | | | 2 845 | | | | — | | | | 2 845 | | | | 2 846 | |
Total | | | 646 982 | | | | | | | | 646 982 | | | | 688 572 | |
(1) | Goodwill recognised following the purchase of Espas Group. |
11
Changes during the period
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Net 31 March 2016 | | | Adjustments to opening goodwill | | | Acquisitions | | | Disposals | | | Impairment | | | Reclassified as held for sale | | | Other movements | | | Net 30 September 2016 | |
Faiveley Transport minority interests | | | 265 778 | | | | — | | | | — | | | | — | | | | — | | | | | | | | — | | | | 265 778 | |
Sab Wabco Group (brakes and couplers) | | | 234 004 | | | | — | | | | — | | | | — | | | | — | | | | | | | | — | | | | 234 004 | |
Graham-White Manufacturing Co. (compressed air drying and brakes) | | | 86 275 | | | | — | | | | — | | | | — | | | | — | | | | | | | | 1 732 | (1) | | | 88 007 | |
Amsted Rail-Faiveley LLC | | | 30 179 | | | | — | | | | — | | | | — | | | | — | | | | (30 785 | ) | | | 606 | (1) | | | — | |
Faiveley Transport North America Inc (formely Ellcon National Inc - braking components) | | | 9 396 | | | | | | | | | | | | | | | | | | | | | | | | 189 | | | | 9 585 | |
Faiveley Transport NSF (air conditioning) | | | 10 057 | | | | — | | | | — | | | | — | | | | — | | | | | | | | — | | | | 10 057 | |
Faiveley Transport Nowe GmbH (sanding systems) | | | 3 273 | | | | — | | | | — | | | | — | | | | — | | | | | | | | — | | | | 3 273 | |
Faiveley Transport Tours | | | 6 061 | | | | — | | | | — | | | | — | | | | — | | | | | | | | — | | | | 6 061 | |
Faiveley Transport Schweiz AG (heating) | | | 2 662 | | | | — | | | | — | | | | — | | | | — | | | | | | | | 14 | (2) | | | 2 676 | |
Faiveley Transport Gennevilliers (sintered brakes) | | | 13 470 | | | | — | | | | — | | | | — | | | | — | | | | (13 470 | ) | | | — | | | | — | |
Faiveley Transport Schwab AG | | | 24 571 | | | | — | | | | | | | | | | | | | | | | | | | | 125 | (2) | | | 24 696 | |
Other | | | 2 846 | | | | — | | | | — | | | | — | | | | — | | | | | | | | (1 | ) | | | 2 845 | |
Total | | | 688 572 | | | | — | | | | — | | | | — | | | | — | | | | (44 255 | ) | | | 2 666 | | | | 646 982 | |
(1) | These movements are due to the translation difference on goodwill recognised in US Dollars: Graham-White Manufacturing Co. (USD 98,224 K) and Amsted Rail-Faiveley LLC (USD 34,359 K) / Ellcon National Inc. (USD 10,658 K). |
(2) | These movements are due to the translation difference on goodwill recognised in CHF: Faiveley Transport Schweiz AG (CHF 2,910 K) and Schwab Verkehrstechnik AG (CHF 26,859 K). |
As part of the process of combining with Wabtec, the goodwill attached to the “Amsted Rail-Faiveley LLC” and “Faiveley Transport Gennevilliers” groups of assets was reclassified as held for sale as of 30 September 2016 for a total of €44,255 K (see Note 8).
In accordance with IAS 36, the Group carried out an analysis aimed at identifying potential indications of impairment on CGUs that were not classified as held for sale at 30 September 2016. No indication of impairment was identified.
The €2.7 million increase in “Goodwill” over the first half year was due to currency fluctuations.
| | | | | | | | | | | | | | | | |
| | Gross | | | Amortisation charges | | | Net 30 September 2016 | | | Net 31 March 2016 | |
Development costs | | | 30,897 | | | | 14,381 | | | | 16,516 | | | | 16,868 | |
Concessions, patents and licences | | | 38,861 | | | | 22,836 | | | | 16,025 | | | | 14,459 | |
Other intangible assets | | | 25,074 | | | | 3,316 | | | | 21,758 | | | | 32,238 | |
Total | | | 94,832 | | | | 40,533 | | | | 54,299 | | | | 63,565 | |
The reduction in “Other intangible assets” mainly results from the classification of the value of sales agency agreements (USD 11.5 million) – which form part of the “Amsted Rail-Faiveley LLC” group of assets – as “held for sale”.
At 30 September 2016, intangible assets were broken down as follows:
| • | | Development costs: development costs incurred as part of technical innovation projects that comply with the IAS 38 capitalisation criteria. These costs are amortised over a period of 3 years. |
| • | | Concessions, patents and licences: this item mainly includes IT software amortised over a maximum period of 10 years. |
| • | | Other intangible assets primarily include: |
| • | | The value of the customer portfolio contributed by the acquisition of Graham-White Manufacturing Co. of €3.0 million (USD 3.3 million). |
12
| • | | The value of the customer portfolio contributed by the acquisition of Schwab, of a gross amount of €5.7 million (CHF 6.2 million) and expertise of €0.8 million (CHF 0.9 million) |
| • | | Costs corresponding to the implementation of a major IT system integration programme, totalling a gross amount of €17.7 million the objective of which is to optimise organisations, processes, tools and the sharing of technical data within the Faiveley Transport Group. |
Changes during the period
| | | | | | | | | | | | | | | | |
| | Development costs | | | Concessions, patents and licences | | | Other intangible assets | | | TOTAL | |
Gross 31 March 2016 | | | 30,192 | | | | 40,677 | | | | 35,496 | | | | 106,364 | |
Changes in consolidation scope | | | — | | | | — | | | | — | | | | — | |
Acquisitions | | | 2,197 | (1) | | | 3,215 | | | | (257 | ) | | | 5,156 | |
Disposals | | | — | | | | (243 | ) | | | (127 | ) | | | (370 | ) |
Reclassified as held for sale | | | (1,726 | ) | | | (4,429 | ) | | | (10,259 | ) | | | (16,415 | ) |
Other movements | | | 237 | | | | (350 | ) | | | 209 | | | | 96 | |
Gross 30 September 2016 | | | 30,899 | | | | 38,871 | | | | 25,062 | | | | 94,831 | |
Accumulated amortisation at 1 April 2016 | | | (13,324 | ) | | | (26,206 | ) | | | (3,269 | ) | | | (42,799 | ) |
Changes in consolidation scope | | | — | | | | — | | | | — | | | | — | |
Charges to provision | | | (1,193 | ) | | | (1,420 | ) | | | (437 | ) | | | (3,050 | ) |
Reversal of provision | | | — | | | | 238 | | | | — | | | | 238 | |
Reclassified as held for sale | | | 140 | | | | 4,175 | | | | 435 | | | | 4,750 | |
Other movements | | | (4 | ) | | | 377 | | | | (44 | ) | | | 329 | |
Accumulated amortisation at 30 September 2016 | | | (14,381 | ) | | | (22,836 | ) | | | (3,316 | ) | | | (40,532 | ) |
Net amounts | | | 16,518 | | | | 16,035 | | | | 21,746 | | | | 54,299 | |
(1) | Development costs capitalised over the period |
NOTE 7: | PROPERTY, PLANT AND EQUIPMENT |
| | | | | | | | | | | | | | | | |
| | Gross | | | Depreciation charges | | | Net 30 September 2016 | | | Net 31 March 2016 | |
Land | | | 5,852 | | | | 252 | | | | 5,600 | | | | 5,575 | |
Buildings | | | 77,864 | | | | 58,785 | | | | 19,079 | | | | 19,152 | |
Plant and machinery | | | 155,650 | | | | 123,497 | | | | 32,153 | | | | 34,603 | |
Other PPE | | | 45,781 | | | | 37,162 | | | | 8,619 | | | | 8,758 | |
Under construction | | | 8,487 | | | | — | | | | 8,487 | | | | 9,592 | |
Total | | | 293,634 | | | | 219,696 | | | | 73,938 | | | | 77,681 | |
Changes during the period
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Land | | | Buildings | | | Plant and machinery | | | Other property, plant and equipment | | | Under construction | | | TOTAL | |
Gross 1 April 2016 | | | 5,826 | | | | 78,097 | | | | 168,566 | | | | 45,482 | | | | 9,592 | | | | 307,565 | |
Changes in consolidation scope | | | — | | | | 10 | | | | 35 | | | | 54 | | | | — | | | | 100 | |
Acquisitions | | | — | | | | 832 | | | | 4,164 | | | | 1,207 | | | | 3,825 | | | | 10,027 | |
Disposals | | | — | | | | (943 | ) | | | (2,479 | ) | | | (595 | ) | | | (10 | ) | | | (4,028 | ) |
Reclassified as held for sale | | | — | | | | (784 | ) | | | (15,690 | ) | | | (395 | ) | | | (3,634 | ) | | | (20,502 | ) |
Other movements | | | 27 | | | | 652 | | | | 1,054 | | | | 27 | | | | (1,287 | ) | | | 473 | |
Gross 30 September 2016 | | | 5,853 | | | | 77,864 | | | | 155,650 | | | | 45,780 | | | | 8,487 | | | | 293,634 | |
Accumulated depreciation at 1 April 2016 | | | (251 | ) | | | (58,945 | ) | | | (133,964 | ) | | | (36,724 | ) | | | — | | | | (229,883 | ) |
Changes in consolidation scope | | | — | | | | (12 | ) | | | 7 | | | | 6 | | | | | | | | 1 | |
Charges to provision | | | (2 | ) | | | (1,049 | ) | | | (4,051 | ) | | | (1,399 | ) | | | | | | | (6,500 | ) |
Reversal of provision | | | — | | | | 275 | | | | 2,427 | | | | 584 | | | | | | | | 3,286 | |
Reclassified as held for sale | | | — | | | | 730 | | | | 12,072 | | | | 371 | | | | — | | | | 13,173 | |
Other movements | | | (0 | ) | | | 216 | | | | 11 | | | | 0 | | | | | | | | 228 | |
Accumulated depreciation at 30 September 2016 | | | (253 | ) | | | (58,785 | ) | | | (123,497 | ) | | | (37,162 | ) | | | — | | | | (219,696 | ) |
Net amounts | | | 5,600 | | | | 19,079 | | | | 32,153 | | | | 8,618 | | | | 8,487 | | | | 73,938 | |
The majority of Group sites are owned outright or through operating leases, except the property assets of Faiveley Transport Iberica, which are leased-financed.
13
NOTE 8: | ASSETS HELD FOR SALE |
At 30 September 2016, assets held for sale were composed of:
| • | | The group of assets of the “Faiveley Transport Gennevilliers” subsidiary, |
| • | | The group of assets of the “Amsted Rail-Faiveley LLC” subsidiary, |
| • | | Assets related to the “Control valve” development, |
| • | | A building belonging to the company Leipzig, |
| • | | A building owned by Faiveley Transport North America Inc. |
In accordance with IFRS 5, these groups of assets are valued at the lower of their net book value and of their probable disposal value.
Details of the assets and liabilities held for sale are provided below:
| | | | | | | | | | | | | | | | | | | | | | | | |
(€ thousands) | | 31 March 2016 | | | Translation difference | | | Disposals during the period | | | Assets classified as held for sale | | | Impairment of assets | | | 30 September 2016 | |
Goodwill | | | — | | | | (187 | ) | | | | | | | 44 255 | | | | (44 068 | ) | | | — | |
Other non-current assets | | | 7 527 | | | | 105 | | | | (659 | ) | | | 19 652 | | | | (10 987 | ) | | | 15 637 | |
Current assets | | | — | | | | | | | | | | | | 7 850 | | | | (1 957 | ) | | | 5 893 | |
Cash | | | — | | | | | | | | | | | | 128 | | | | — | | | | 128 | |
Total assets held for sale | | | 7 527 | | | | (82 | ) | | | (659 | ) | | | 71 884 | | | | (57 013 | ) | | | 21 658 | |
Non-current liabilities | | | — | | | | | | | | | | | | 1 178 | | | | — | | | | 1 178 | |
Current liabilities | | | — | | | | | | | | | | | | 6 677 | | | | 6 000 | | | | 12 677 | |
Total liabilities related to assets held for sale | | | — | | | | — | | | | — | | | | 7 855 | | | | 6 000 | | | | 13 855 | |
The item “Impairment of assets”, representing €63,012 K in the income statement, includes a €57,013 K impairment loss on assets held for sale and €6,000 K in provisions for charges related to assets held for sale.
At 30 September 2016, the gain accumulated in other items of comprehensive income and corresponding to translation differences on these assets was estimated at approximately €5 million and will be recognised in the income statement at the completion date of the transaction.
At 31 March 2016, assets held for sale were composed of:
| • | | A building owned by the company Faiveley Transport Leipzig GmbH & Co. KG with a net value of €1,658 K |
| • | | A building owned by the company Graham-White Manufacturing Co. with a net value of €659 K. It was sold for €606 K (USD 681 K) during the course of the financial year. |
| • | | A building owned by Faiveley Transport North America Inc. with a net value of €5,210 K |
NOTE 9: | INVESTMENTS IN EQUITY-ACCOUNTED ENTITIES |
Joint ventures are entities over which Faiveley Group exercises joint control.
Change in equity value of joint ventures during the period
| | | | | | | | |
| | 30 September 2016 | | | 31 March 2016 | |
Net value of securities at beginning of the period | | | 20,742 | | | | 21,817 | |
Share of profit of equity-accounted entities | | | 1,794 | | | | 5,561 | |
Dividends paid | | | — | | | | (3,761 | ) |
Other movements(1) | | | (280 | ) | | | (2,875 | ) |
Writedowns | | | | | | | | |
Net value of securities at period-end | | | 22,256 | | | | 20,742 | |
(1) | including translation loss of €280 K |
Risks associated with interests in joint ventures
Commitments given by the Group in respect of its joint ventures and contingent liabilities incurred by its joint ventures are presented in Note 36 “Off-balance sheet commitments”.
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NOTE 10: | OTHER NON-CURRENT FINANCIAL ASSETS |
Changes during the period
| | | | | | | | | | | | |
| | Shareholdings in unconsolidated subsidiaries | | | Other financial investments | | | TOTAL | |
Gross 1 April 2016 | | | 932 | | | | 2,669 | | | | 3,601 | |
Changes in consolidation scope | | | — | | | | 21 | | | | 21 | |
Acquisitions | | | — | | | | 24 | | | | 24 | |
Disposals | | | — | | | | (339 | ) | | | (339 | ) |
Reclassified as held for sale | | | — | | | | (94 | ) | | | (94 | ) |
Other movements | | | (9 | ) | | | 10 | | | | 1 | |
Gross 30 September 2016 | | | 923 | | | | 2,291 | | | | 3,214 | |
Accumulated writedowns at 1 April 2016 | | | 677 | | | | 25 | | | | 702 | |
Changes in consolidation scope | | | — | | | | — | | | | — | |
Charges to provision | | | — | | | | — | | | | — | |
Reversal of provision | | | — | | | | — | | | | — | |
Reclassified as held for sale | | | — | | | | — | | | | — | |
Other movements | | | — | | | | — | | | | — | |
Accumulated writedowns at 30 September 2016 | | | 677 | | | | 25 | | | | 702 | |
Net amounts | | | 246 | | | | 2,266 | | | | 2,512 | |
Maturity date of other financial investments
| | | | | | | | | | | | | | | | |
| | 1 to 5 years | | | More than 5 years | | | Gross 30 September 2016 | | | Gross 31 March 2016 | |
Other non-current investments | | | 7 | | | | | | | | 7 | | | | 140 | |
Loans | | | 571 | | | | 419 | | | | 990 | | | | 989 | |
Guaranteed deposits and securities | | | 1,159 | | | | 73 | | | | 1,232 | | | | 1,502 | |
Other financial receivables | | | 38 | | | | 25 | | | | 62 | | | | 38 | |
Total | | | 1,775 | | | | 517 | | | | 2,291 | | | | 2,669 | |
Financial information on unconsolidated securities
| | | | | | | | | | | | | | | | |
| | | | | Net book value of securities | |
(€ thousands) | | % interest | | | Gross | | | Impairment | | | Net | |
SUECOBRAS (Brazil)(1) | | | 100 | | | | 865 | | | | (666 | ) | | | 199 | |
SAB WABCO SHARAVAN Ltd. (Iran)(2) | | | 49 | | | | 11 | | | | (11 | ) | | | — | |
SOFAPORT (France)(1) | | | 59.50 | | | | 47 | | | | — | | | | 47 | |
FAIVELEY TRANSPORT SOUTH AFRICA(2) | | | 100 | | | | — | | | | — | | | | — | |
TOTAL | | | | | | | 923 | | | | (677 | ) | | | 246 | |
(1) | Companies undergoing liquidation |
The unconsolidated securities had an overall net book value of €0.2 million at 30 September 2016, which was representative of their fair value.
| | | | | | | | | | | | | | | | |
| | Gross | | | Writedowns | | | Net 30 September 2016 | | | Net 31 March 2016 | |
Raw materials | | | 122,731 | | | | 16,370 | | | | 106,361 | | | | 103,560 | |
Work-in-progress | | | 25,143 | | | | 933 | | | | 24,210 | | | | 20,288 | |
Finished products | | | 40,449 | | | | 4,797 | | | | 35,652 | | | | 27,319 | |
Merchandise | | | 11,972 | | | | 921 | | | | 11,051 | | | | 10,055 | |
Total | | | 200,295 | | | | 23,021 | | | | 177,274 | | | | 161,222 | |
15
Movements in provisions during the period
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Provisions at 1 April 2016 | | | Changes in consolidation scope | | | Charges to provision | | | Reversals provisions used | | | Reversals provisions unused | | | Reclassified as held for sale | | | Other movements(1) | | | Provisions at 30 September 2016 | |
Raw materials | | | 16 579 | | | | — | | | | 1 842 | | | | (367 | ) | | | (603 | ) | | | (512 | ) | | | (570 | ) | | | 16 370 | |
Work-in-progress | | | 1 102 | | | | — | | | | 239 | | | | (69 | ) | | | — | | | | (14 | ) | | | (325 | ) | | | 933 | |
Finished products | | | 4 183 | | | | — | | | | 203 | | | | (72 | ) | | | (135 | ) | | | (212 | ) | | | 830 | | | | 4 797 | |
Merchandise | | | 895 | | | | — | | | | 92 | | | | (33 | ) | | | (40 | ) | | | — | | | | 6 | | | | 921 | |
Total | | | 22 759 | | | | — | | | | 2 376 | | | | (540 | ) | | | (777 | ) | | | (738 | ) | | | (59 | ) | | | 23 021 | |
(1) | Translation adjustment for the period and reclassifications. |
During the period, old inventories and inventories that had become totally obsolete were scrapped. 40 % of the value of these inventories had previously been written down. The impact on the income statement for the period was a loss of €0.7 million.
NOTE 12: | WORK-IN-PROGRESS ON PROJECTS |
At 30 September 2016, net work-in-progress on projects was valued at €130.6 million, compared with €123.4 million at 31
March 2016. This primarily includes engineering costs on long-term contracts. At each balance sheet date, the Group assesses the recoverable amount. In the event of a loss-making contract, a writedown is recognised as a reduction of contracts in progress.
Gross work-in-progress on projects was €148.9 million at 30 September 2016, compared with €145.2 million at 31 March 2016.
Provisions for losses on completion, presented as a reduction of work-in-progress on projects, totalled €18.5 million at 30 September 2016 as against €21.9 million at 31 March 2016.
NOTE 13: | CURRENT RECEIVABLES |
TRADE RECEIVABLES
| | | | | | | | | | | | | | | | |
| | Gross | | | Writedowns | | | Net 30 September 2016 | | | Net 31 March 2016 | |
Trade receivables | | | 279,727 | | | | 5,079 | | | | 274,648 | | | | 311,475 | |
Assignment of receivables (factoring and ad hocassignments) | | | (79,679 | ) | | | — | | | | (79,679 | ) | | | (95,669 | ) |
Total | | | 200,048 | | | | 5,079 | | | | 194,969 | | | | 215,806 | |
Movements in provisions for doubtful trade receivables
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial periods ended: | | Opening balance of provision | | | Changes in consolidation scope | | | Charges to provision | | | Reversals provisions used | | | Reversals provisions unused | | | Reclassified as held for sale | | | Other movements | | | Closing balance of provision | |
30 September 2016 | | | 5,178 | | | | | | | | 484 | | | | (216 | ) | | | (292 | ) | | | (49 | ) | | | (24 | ) | | | 5,079 | |
31 March 2016 | | | 4,652 | | | | | | | | 1,624 | | | | (0 | ) | | | (950 | ) | | | — | | | | (147 | ) | | | 5,178 | |
Trade receivables at year-end
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Receivables due | |
| | Total balance sheet | | | Receivables not yet due | | | Total due | | | Less than 60 days | | | Between 60 and 120 days | | | Between 120 and 240 days | | | More than 240 days | |
Gross value | | | 200,048 | | | | 143,707 | | | | 56,341 | | | | 27,437 | | | | 9,221 | | | | 9,584 | | | | 10,100 | |
Writedowns | | | (5,079 | ) | | | (486 | ) | | | (4,593 | ) | | | (19 | ) | | | (349 | ) | | | (350 | ) | | | (3,875 | ) |
Net value | | | 194,969 | | | | 143,221 | | | | 51,748 | | | | 27,418 | | | | 8,871 | | | | 9,233 | | | | 6,225 | |
Receivables remaining unpaid beyond the contractual due date represent, in most cases, amounts confirmed by customers but in respect of which payment is subject to the retentions identified when work was inspected.
16
OTHER CURRENT ASSETS
| | | | | | | | | | | | | | | | |
| | Gross | | | Writedowns | | | Net 30 September 2016 | | | Net 31 March 2016 | |
Supplier credit notes pending | | | 390 | | | | — | | | | 390 | | | | 630 | |
Social security and tax receivables | | | 14,669 | | | | — | | | | 14,669 | | | | 15,085 | |
Prepaid expenses | | | 8,686 | | | | — | | | | 8,686 | | | | 10,147 | |
Accrued income | | | 3,353 | | | | — | | | | 3,353 | | | | 2,623 | |
Other receivables | | | 12,009 | | | | — | | | | 12,009 | | | | 9,417 | |
Total | | | 39,107 | | | | — | | | | 39,107 | | | | 37,902 | |
NOTE 14: | CURRENT FINANCIAL ASSETS |
| | | | | | | | |
| | 30 September 2016 | | | 31 March 2016 | |
Guaranteed deposits and securities(1) | | | 5,086 | | | | 8,034 | |
Other financial receivables | | | 73 | | | | 65 | |
Current accounts | | | 3 | | | | 1,002 | |
Fair value of derivatives - assets | | | 7,377 | | | | 24,810 | |
Total | | | 12,539 | | | | 33,911 | |
(1) | Under factoring programmes, in order to guarantee the repayment of amounts for which the Group may become liable, a non-interest bearing escrow account has been established representing 10% of factored receivables outstanding. This rate may potentially be adjusted in the event of an increase in disallowed receivables (credit notes, disputes, non-payment or discounts). The outstanding guarantees at 30 September 2016 totalled €4,740 K and €5,438 K at 31 March 2016. |
NOTE 15: | CASH AND CASH EQUIVALENTS |
| | | | | | | | |
| | 30 September 2016 | | | 31 March 2016 | |
Short-term investments | | | 14,991 | | | | 15,021 | |
Cash | | | 210,706 | | | | 221,048 | |
Bank overdrafts | | | (69 | ) | | | (12 | ) |
Invoices factored and not guaranteed | | | (226 | ) | | | (2,143 | ) |
Total | | | 225,403 | | | | 233,914 | |
The Group does not hold a share portfolio but invests excess cash balances. At 30 September 2016, it had money market funds and certificates of deposits of €0.5 million and fixed-term deposits of €14.5 million. These investments meet the criteria specified by IAS 7, which allows them to be classified as cash equivalents.
SHARE CAPITAL
At 30 September 2016, the Company’s share capital totalled €14,621,152 divided into 14,621,152 shares of €1 each, fully paid up. Shares registered in the name of the same shareholder for at least two years have double voting rights.
The Group manages its capital by ensuring that it maintains financial ratios within the limits defined by its credit agreements (see Note 19).
Composition of the share capital
| | | | | | | | | | | | | | | | | | | | |
Shares | | Par value | | | 1 April 2016 | | | New shares issued | | | Voting rights granted | | | 30 September 2016 | |
Ordinary | | | 1 | | | | 6,952,386 | | | | 7,000 | | | | 8,435 | | | | 6,967,821 | |
Redeemed | | | — | | | | — | | | | — | | | | — | | | | — | |
With preferred dividends | | | — | | | | — | | | | — | | | | — | | | | — | |
With double voting rights | | | 1 | | | | 7,661,766 | | | | — | | | | (8,435 | ) | | | 7,653,331 | |
Total | | | 1 | | | | 14,614,152 | | | | 7,000 | | | | — | | | | 14,621,152 | |
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Treasury shares
Faiveley Transport held 89,437 treasury shares as at 30 September 2016 (155,390 at 31 March 2016). This reduction was due to the allocation in July 2016 of 65,833 shares as part of the Free share allocation plan of 02/07/2014, and the anticipated allocation of 120 shares as part of the Free share allocation plan of 15/01/2013.
Translation differences
Translation differences comprise mainly the gains and losses resulting from the translation of the equity of subsidiaries the functional currency of which is not the Euro.
The translation differences presented in the consolidated statement of comprehensive income primarily reflect the change in the US dollar, for a positive €1.5 million, and the Pound Sterling, for a negative €3.7 million, against the Euro at 30 September 2016.
SHARE-BASED PAYMENTS
Share purchase or subscription option plans
Plan features
| | | | |
Allocation | | Share subscription option plan | |
Date of Management Board | | | 23/11/2009 | |
Exercise price in € (*) | | | 54.91 | |
Date from which options can be exercised | | | 22/11/2013 | |
Expiry date | | | 22/11/2017 | |
Number of options remaining to be exercised at 31 March 2016 | | | 74,000 | |
Options granted during the period | | | | |
Options cancelled during the period | | | — | |
Options exercised during the period | | | (7,000 | ) |
Number of options remaining to be exercised at 30 September 2016 | | | 67,000 | |
The exercise of the 7,000 subscription options of the plan dated 23/11/2009 automatically resulted in a €7,000 increase in the share capital of Faiveley Transport S.A. through the issue of 7,000 new shares.
Summary and valuation of plans
| | | | |
Allocation | | Share subscription option plan | |
Date of Management Board | | | 23/11/2009 | |
Initial fair value of the plan(€ millions) | | | 2.8 | |
Charge for the financial year(€ millions) | | | — | |
18
Free performance-based share allocation plans and free share plans
Plan features
| | | | | | | | | | | | | | | | | | | | | | | | |
Allocation | | Free performance-based shares | | | Free shares | |
Date of authorisation by the AGM | | | 12/09/2013 | | | | 12/09/2014 | | | | 12/09/2014 | | | | 18/09/2015 | | | | 18/09/2015 | | | | 14/09/2012 | |
Date of Management Board | | | 02/07/2014 | | | | 27/03/2015 | | | | 10/08/2015 | | | | 01/10/2015 | | | | 27/01/2016 | | | | 15/01/2013 | |
Date ownership of free shares transferred to French tax residents | | | 02/07/2016 | | | | 27/03/2017 | �� | | | 10/08/2017 | | | | 01/10/2016 | | | | 27/01/2017 | | | | 15/01/2015 | |
Date ownership of free shares transferred to non-French tax residents | | | 02/07/2018 | | | | 27/03/2019 | | | | N/A | | | | 01/10/2016 | | | | 27/01/2017 | | | | 15/01/2017 | |
Vesting date of free shares | | | 02/07/2018 | | | | 27/03/2019 | | | | 10/08/2019 | | | | 01/10/2017 | | | | 27/01/2018 | | | | 15/01/2017 | |
Total number of shares allocated at 31 March 2016 | | | 125,046 | | | | 4,000 | | | | 5,400 | | | | 139,275 | | | | 4,500 | | | | 30,504 | |
Number of shares allocated during the period | | | | | | | | | | | | | | | | | | | | | | | | |
Number of shares cancelled during the period | | | (16,357 | ) | | | — | | | | — | | | | (3,431 | ) | | | — | | | | — | |
Total number of shares vested during the period under this plan | | | (65,833 | ) | | | — | | | | — | | | | — | | | | — | | | | (120 | ) |
Total number of shares allocated at 30 Septembre 2016 | | | 42,856 | | | | 4,000 | | | | 5,400 | | | | 135,844 | | | | 4,500 | | | | 30,384 | |
Terms and conditions of share allocation under the plan | | | Determination of % of shares vested at 02/07/2016 | | | | Determination of % of shares vested at 27/03/2017 | | | | Determination of % of shares vested at 10/08/2017 | | | | Determination of % of shares vested at 01/10/2016 | | | | Determination of % of shares vested at 27/01/2017 | | | | Allocation subject to personal investment by beneficiaries, with two free shares granted for every share bought | |
Plan valuation
| | | | | | | | | | | | | | | | | | | | | | | | |
Allocation | | Free performance-based shares | | | Free shares | |
Date of Management Board | | | 02/07/2014 | | | | 27/03/2015 | | | | 10/08/2015 | | | | 01/10/2015 | | | | 27/01/2016 | | | | 15/01/2013 | |
Initial fair value of the plan(€ millions) | | | 2.9 | | | | 0.1 | | | | 0.3 | | | | 8.8 | | | | 0.3 | | | | 1.8 | |
Charge for the financial year(€ millions) | | | 0.3 | | | | 0.0 | | | | 0.1 | | | | 5.9 | | | | 0.1 | | | | 0.1 | |
NOTE 17: | MINORITY INTERESTS |
SUMMARY OF MINORITY INTERESTS INCLUDED IN EQUITY
| | | | | | | | |
| | 30 September 2016 | | | 31 March 2016 | |
Shanghai Faiveley Railway Technology | | | 7,666 | | | | 8,098 | |
Amsted Rail - Faiveley LLC | | | 7,760 | | | | 22,677 | |
Other minority interests | | | 1,177 | | | | 1,333 | |
Total | | | 16,603 | | | | 32,108 | |
Minority interests fell by €15.5 million in comparison with 31 March 2016. This was primarily due to:
| • | | The distribution of dividends by “Amsted Rail – Faiveley LLC” for €5.9 million; |
| • | | The €9.5 million impairment loss recorded by the company “Amsted Rail – Faiveley LLC”; |
NOTE 18: | ANALYSIS OF PROVISIONS |
NON-CURRENT PROVISIONS
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Amount at 1 April 2016 | | | Changes in consolidation scope | | | Charges to provision | | | Reversals used | | | Items of other Comprehensive Income | | | Reversals provisions unused | | | Reclassified as held for sale | | | Other movements(1) | | | Amount at 30 September 2016 | |
Provisions for retirement commitments and employee benefits | | | 42,195 | | | | — | | | | 1,384 | | | | (1,128 | ) | | | 8,141 | | | | (1,265 | ) | | | (492 | ) | | | (697 | ) | | | 48,139 | |
Provisions for liabilities | | | 941 | | | | — | | | | (221 | ) | | | (150 | ) | | | — | | | | (100 | ) | | | — | | | | 6 | | | | 476 | |
Total | | | 43,136 | | | | — | | | | 1,164 | | | | (1,278 | ) | | | 8,141 | | | | (1,365 | ) | | | (492 | ) | | | (691 | ) | | | 48,615 | |
(1) | Including exchange differences of € (690) K |
PROVISIONS FOR RETIREMENT COMMITMENTS AND EMPLOYEE BENEFITS
Provisions for retirement benefits are calculated using the projected unit credit method and based on the following assumptions:
| • | | The charge recognised for the period is equal to half the estimated annual charge for the 2016/17 financial year, |
19
| • | | Benefits paid on retirement or as contributions to pension plans have been recognised on an actual basis, |
| • | | Since the discount and inflation rates changed significantly over the period, the actuarial loss generated by the valuation of pension commitments has been recognised under Items of other comprehensive income, for €8.1 million. |
Actuarial assumptions:
The actuarial assumptions used to measure commitments take into account the demographic and financial conditions specific to each country or Group company.
Discount rates are determined by reference to the yields on AAA bonds with similar durations to those of the commitments as at the valuation date (Bloomberg Corporate AA 15 years for France and Germany and Iboxx 15+ for the UK).
The assumptions used for those countries with the most significant commitments are shown in the following table:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | 30 September 2016 | | | 31 March 2016 | |
| | France | | | Germany | | | United Kingdom | | | France | | | Germany | | | United Kingdom | |
Discount rate | | | 1.00 | % | | | 1.00 | % | | | 2.15 | % | | | 1.45 | % | | | 1.45 | % | | | 3.45 | % |
Inflation rate | | | 2.00 | % | | | 2.00 | % | | | 3.05 | % | | | 2.00 | % | | | 2.00 | % | | | 2.90 | % |
Average salary increase rate | | | [2% - 2.5 | %] | | | 2.22 | % | | | 3.30 | % | | | [2% - 2.5 | %] | | | 2.22 | % | | | 3.30 | % |
CURRENT PROVISIONS
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Amount at 1 April 2016 | | | Changes in consolidation scope | | | Charges to provision | | | Reversals provisions used | | | Reversals provisions unused | | | Items of other Comprehensive Income | | | Reclassified as held for sale | | | Other movements | | | Amount at 30 September 2016 | |
Provisions for risks, warranty and penalties | | | 98,966 | | | | — | | | | 21,642 | | | | (11,536 | ) | | | (9,676 | ) | | | — | | | | (403 | ) | | | 1,249 | | | | 100,242 | |
Provisions for losses on completion | | | 1,909 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,591 | | | | 3,500 | |
Total contract provisions | | | 100,875 | | | | — | | | | 21,642 | | | | (11,536 | ) | | | (9,676 | ) | | | — | | | | (403 | ) | | | 2,840 | | | | 103,742 | |
Provisions for restructuring | | | 5,048 | | | | — | | | | 27 | | | | (771 | ) | | | — | | | | — | | | | — | | | | — | | | | 4,304 | |
Provisions for other risks | | | 6,463 | | | | — | | | | 54 | | | | (35 | ) | | | (74 | ) | | | — | | | | (56 | ) | | | 12 | | | | 6,364 | |
Total other provisions | | | 11,511 | | | | — | | | | 81 | | | | (806 | ) | | | (74 | ) | | | — | | | | (56 | ) | | | 12 | | | | 10,668 | |
Total | | | 112,386 | | | | — | | | | 21,723 | | | | (12,342 | ) | | | (9,750 | ) | | | — | | | | (459 | ) | | | 2,852 | (1) | | | 114,410 | |
(1) | Including exchange losses: € (10) K and reclassifications: € 2,862 K |
Current provisions primarily relate to provisions for liabilities, guarantees and after-sales service granted to our customers and litigations and claims on completed contracts. The methods underlying the recognition of these provisions are specified in the notes to the consolidated financial statements, Note 3, included in the 2015/16 Registration Document.
Provisions for losses on completion are shown here for the amount not allocated as a reduction of work-in-progress on projects.
Provisions for losses on completion, presented as a reduction of work-in-progress on projects, totalled €18.5 million at 30 September 2016 as against €21.9 million at 31 March 2016.
NOTE 19: | BORROWINGS AND FINANCIAL DEBT |
In respect of all its sources of financing, Faiveley Transport Group must now comply with the following three financial conditions (as defined in the various financing agreements):
| • | | Leverage ratio “Consolidated Net Debt/Consolidated EBITDA”, which must be below 3. |
| • | | Gearing ratio “Consolidated Net Debt/Equity”, which must be below 1.5 |
| • | | “Consolidated EBITDA/Cost of Consolidated Net Financial Debt”, which must exceed 3.5. |
Non-compliance with one of these covenants may result in the debt becoming immediately repayable.
20
At 30 September 2016, ratios were as follows for the various sources of financing:
| | | | | | | | | | | | |
At 30 September 2016 | | Syndicated credit | | | US private placement | | | SCHULDSCHEIN loan | |
“Consolidated Net Debt/Consolidated EBITDA” ratio | | | 1.37 | | | | 1.45 | | | | 1.42 | |
“Net Financial Debt/Consolidated Equity” ratio | | | n/a | | | | 0.26 | | | | 0.25 | |
“Consolidated EBITDA/Cost of Consolidated Net Financial Debt” ratio | | | 12.25 | | | | 11.84 | | | | 11.84 | |
ANALYSIS AND MATURITY OF NON-CURRENT AND CURRENT FINANCIAL DEBT
| | | | | | | | | | | | | | | | | | | | |
| | 30 September 2016 | | | | |
| | Current portion | | | Non-current portion | | | | | | | |
| | Under 1 year | | | 1 to 5 years | | | Over 5 years | | | TOTAL | | | 31 March 2016 | |
Borrowings | | | 24,609 | | | | 210,345 | | | | 150,777 | | | | 385,730 | | | | 398,760 | |
Leases | | | 210 | | | | 840 | | | | — | | | | 1,050 | | | | 1,160 | |
Employee profit sharing | | | 65 | | | | | | | | | | | | 65 | | | | 65 | |
Various other financial liabilities | | | 10 | | | | | | | | | | | | 10 | | | | 3 | |
Guarantees and deposits received | | | 56 | | | | | | | | | | | | 56 | | | | 56 | |
Credit current accounts | | | 61 | | | | | | | | | | | | 61 | | | | 75 | |
Bank overdrafts | | | 69 | | | | | | | | | | | | 69 | | | | 12 | |
Short-term facilities (credit balance) | | | — | | | | | | | | | | | | — | | | | — | |
Invoices factored and not guaranteed | | | 226 | | | | | | | | | | | | 226 | | | | 2,143 | |
Total excluding fair value of derivatives | | | 25,306 | | | | 211,185 | | | | 150,777 | | | | 387,267 | | | | 402,274 | |
Fair value of derivatives - liabilities | | | 9,095 | | | | | | | | | | | | 9,095 | | | | 16,338 | |
Total | | | 34,401 | | | | 211,185 | | | | 150,777 | | | | 396,362 | | | | 418,612 | |
BREAKDOWN OF NON-CURRENT AND CURRENT FINANCIAL DEBT BY CURRENCY
| | | | | | | | |
| | TOTAL 30 September 2016 | | | TOTAL 31 March 2016 | |
Euro | | | 320,882 | | | | 344,208 | |
US Dollar | | | 67,072 | | | | 65,740 | |
Hong Kong Dollar | | | 179 | | | | 200 | |
Brazilian Real | | | 53 | | | | 51 | |
Chinese Yuan | | | 7,915 | | | | 8,341 | |
Indian Rupee | | | 219 | | | | 59 | |
Czech Koruna | | | 12 | | | | 13 | |
Korean Won | | | 29 | | | | — | |
Total | | | 396,362 | | | | 418,612 | |
21
CALCULATION OF NET FINANCIAL DEBT:
| | | | | | | | |
| | At 30 September 2016 | | | At 31 March 2016 | |
Non-current financial debt | | | 361,962 | | | | 360,930 | |
Current financial debt | | | 25,011 | | | | 39,189 | |
Bank overdrafts | | | 69 | | | | 12 | |
Invoices factored and not guaranteed | | | 226 | | | | 2,143 | |
Total Financial Debt (a) | | | 387,268 | | | | 402,274 | |
Receivables from investments | | | | | | | — | |
Loans | | | 1,055 | | | | 1,054 | |
Guaranteed deposits and securities paid | | | 6,318 | | | | 7,077 | |
Other financial receivables | | | 44 | | | | 2,611 | |
Current accounts | | | 3 | | | | 1,002 | |
Total net financial receivables (b) | | | 7,419 | | | | 11,744 | |
Cash (c) | | | 225,697 | | | | 236,069 | |
NET FINANCIAL DEBT (a-b-c) | | | 154,152 | | | | 154,461 | |
Equity | | | 624,238 | | | | 688,860 | |
Net debt / equity ratio | | | 24.7 | % | | | 22.4 | % |
In economic terms, net debt should be reduced by the value of treasury shares held for sale as part of the share purchase/subscription option and free share allocation plans.
The liquidation value of these shares was €3.7 million at 30 September 2016, given the exercise prices granted for share purchase/subscription options and the average share price prevailing during the month preceding the balance sheet date for shares not allocated to these plans.
For accounting purposes, the value of treasury shares held is deducted from equity under IFRS; this amounted to €5.5 million at 30 September 2016 and €9.4 million at 31 March 2016.
NOTE 20: | FINANCIAL RISK MANAGEMENT |
The Faiveley Transport Group’s treasury policy is based on overall financial risk management principles and provides specific strategies for areas such as foreign exchange risk, interest rate risk, raw materials risk, credit risk and liquidity risk.
Within this framework, the Group also uses derivative instruments, mainly forward purchases and sales of currencies, exchange rate and interest rate swaps, interest rate options and raw material swaps. The aim of these instruments is to manage the exchange, interest rate and raw material risks associated with the Group’s activities and financing.
The Group’s policy is not to invest in derivative instruments for speculative purposes.
The Supervisory Board of Faiveley Transport examines risk management principles as well as policies covering certain specific fields such as exchange risk, interest rate risk, raw materials risk, credit risk and liquidity risk. These policies are summarised below.
The market values of interest rate and foreign exchange derivative instruments have been determined based on period-end market prices. They have been appraised by an independent expert.
MARKET RISKS
Foreign exchange risk
The Group operates in foreign countries and is therefore exposed to exchange risk as a result of various foreign currency exposures.
The main currencies concerned are the US Dollar, the Hong Kong Dollar, the Czech Koruna, the Swedish Krona, the Pound Sterling and the Chinese Yuan.
22
The management of exchange risk on commercial contracts is centralised in the parent company’s Treasury Department and comprises two parts: certain and uncertain risk.
| • | | Exchange risk management relating to tenders in foreign currencies (uncertain risk): |
Faiveley Transport Group is required to submit tenders denominated in foreign currencies. The Group’s hedging policy is not to use hedge instruments during the offer phase, unless specifically authorised by Management. The aim is to manage the exchange risk through normal commercially available means. If necessary, the Group Treasury Department would mainly use exchange options.
| • | | Exchange risk management relating to commercial contracts (certain risk): |
Commercial contracts in foreign currencies (most often successful tenders) are hedged by the Group Treasury Department from contractual commitment. The instruments used primarily include forward purchases and exchange rate swaps. Treasury may also use options.
| • | | Exchange risk management relating to other transactions: |
The Group’s policy is to systematically hedge the full value of future transactions expected in every major currency. The minimum trigger threshold for a foreign exchange hedge is €250 K.
Various cash flows are hedged for a minimum of 80% of the annual budget.
In addition to commercial contracts, all financial positions and management fees deemed significant are hedged.
Interest rate risks
The syndicated debt, excluding the revolving facility, is indexed on Euribor variable rates. The “SSD Schuldschein” private placement includes several maturities, some of which are indexed on a variable rate, others bearing a fixed rate. This debt may be hedged in accordance with the Group’s interest rate risk policy. All revolving facilities, drawn or undrawn, bear a variable rate and are not subject to interest hedges. The same applies to the US private placement bond issue, which bears a fixed rate.
To manage its risk, the Treasury Department has implemented a hedging strategy using interest rate swaps, tunnels, caps and options.
The exposure to interest rates on loans in Euros is hedged for 91% of the drawn debt, depending on interest rate fluctuations during the current financial year.
The US dollar denominated debt comprising the “US Private Placement” bond issue exclusively bears fixed rates.
The estimated cost of the Euro-denominated syndicated debt and “Schuldschein” loan is 1.58 % for the 2016/2017 period, hedges and spreads included. The estimated cost of the US-denominated debt is estimated at 4.85%. The total cost of the Group’s debt for 2016/2017 is therefore estimated at 2.16%.
Raw material risk
The Faiveley Transport Group is exposed to increases in the cost of raw materials such as steel, aluminium and copper, as well as to increases in transportation costs.
The Group has already anticipated these effects, through both its procurement policy and the preparation of its commercial offers. Certain contracts relating to projects include price indexation clauses which enable the Group to pass on a part of the increases in raw material costs.
23
Derivative financial instruments
| • | | Fair value of derivative instruments |
The fair value of derivative instruments for hedging exchange, interest rate and raw materials risks reflected in the balance sheet was as follows:
| | | | | | | | | | | | |
At 30 September 2016 | | Financial instruments Assets | | | Financial instruments Liabilities | | | Unrealised gains/ (losses) Equity | |
Interest rate hedges(1) | | | 768 | | | | 1,472 | | | | (687 | ) |
Raw material hedges(1) | | | 8 | | | | — | | | | 8 | |
Foreign exchange hedges | | | 6,601 | | | | 7,623 | | | | (4 | ) |
• fair value hedges | | | 3,703 | | | | 3,814 | | | | — | |
• cash flow hedges | | | 230 | | | | 234 | | | | (4 | ) |
• not eligible for hedge accounting | | | 2,668 | | | | 3,575 | | | | — | |
Total | | | 7,377 | | | | 9,095 | | | | (683 | ) |
| • | | Movement in equity reserve (excl. deferred tax): |
| | | | | | | | | | | | | | | | |
| | Amount 1 April 2016 | | | Movement in the period | | | Amounts reclassified to the income statement | | | Amount 31 September 2016 | |
Interest rate hedges | | | (731 | ) | | | 288 | | | | (244 | ) | | | (687 | ) |
Foreign exchange hedges | | | (482 | ) | | | 1,191 | | | | (713 | ) | | | (4 | ) |
Raw material hedges | | | 12 | | | | (4 | ) | | | — | | | | 8 | |
TOTAL | | | (1,201 | ) | | | 1,475 | | | | (957 | ) | | | (683 | ) |
| • | | Future release of amounts recorded in equity at 30 September 2016: |
The amount of €(687) K recorded in equity in respect of interest rate derivatives will be released to the income statement between 1 October 2016 and 31 March 2021 according to the maturity of the flows hedged.
The amount of €(4) K recorded in equity in respect of exchange rate derivatives will be transferred to the income statement for the year ending 31 December 2016.
The amount of €8 K recorded in equity in relation to raw material derivatives will be transferred to the income statement for the year ending 31 December 2016.
CREDIT RISK
Owing to its commercial activities, Faiveley Transport Group is exposed to credit risk, in particular the risk of default on the part of its customers.
The Group only enters into commercial relationships with third parties whose financial position is known to be healthy. The Group’s policy is to verify the financial health of those customers wishing to obtain credit.
In the case of derivative instruments and cash transactions, counterparties are limited to the high-quality financial institutions that currently finance the Group.
Faiveley Transport Group makes use of factoring arrangements in France, Germany, Spain, Italy and China. In addition, at the request of major customers, the Group participates in two reverse factoring programmes in Canada, Germany, the UK and the US.
Factoring enables the Group to sell, without recourse, part of its receivables to various factoring companies and banks. This selling without recourse has enabled the Group to improve trade receivables recovery and to transfer the risk of default or bankruptcy on the part of customers or other debtors to the factors.
At 30 September 2016, receivables sold without recourse totalled €79.7 million, including €26.6 million for reverse factoring programmes implemented at the request of customers. The total amount of receivables sold without recourse was €95.7 million at 31 March 2016.
The amount of receivables factored and not guaranteed was €0.2 million.
As regards the risk associated with financial assets, the Group’s maximum exposure is equal to their book value.
24
LIQUIDITY RISK
Prudent liquidity risk management requires the Group to retain a sufficient level of cash and securities that can be traded in a market, to have adequate financial resources due to the implementation of appropriate credit facilities and to be in a position to unwind positions in the market.
At 30 September 2016, the Group had €125 million in undrawn confirmed credit facilities.
At 30 September 2016, the Group complied with all financial conditions required by all credit agreements.
The Group considers that the cash flows generated by its operating activities, cash and funds available via existing credit lines will be sufficient to cover the expenditure and investment necessary for its operations, to service its debt and to pay dividends. Conversely, the Group may have to borrow to finance potential acquisitions.
NOTE 21: | CURRENT LIABILITIES |
| | | | | | | | |
| | 30 September 2016 | | | 31 March 2016 | |
Trade payables | | | 183,252 | | | | 171,640 | |
Tax and social security liabilities | | | 70,715 | | | | 72,338 | |
Accrued credit notes | | | 1,099 | | | | 1,375 | |
Deferred income | | | 1,292 | | | | 593 | |
Accrued expenses | | | 11,760 | | | | 18,144 | |
Non-current assets suppliers | | | 0 | | | | 650 | |
Dividends payable | | | 14,668 | | | | — | |
Other operating liabilities | | | 4,188 | | | | 4,835 | |
Total | | | 286,974 | | | | 269,575 | |
At 30 September 2016, “Trade payables” included €40.5 million of credit work-in-progress on projects (compared with €42.9 million at 31 March 2016).
In order to diversify the Group’s sources of financing and reduce the credit risk, several subsidiaries factor their receivables. At 30 September 2016, the assignment of receivables to the various factors resulted in a €79,679 K reduction in “Trade receivables”. These transactions include factoring contracts without recourse as requested by two Group customers, totalling €26,545 K.
In addition, available and uncalled cash with the factoring companies amounted to €46,653 K and is included in cash and cash equivalents. Conversely, the portion of receivables factored and not guaranteed was recorded as financial debt under “Current borrowings and financial liabilities” for an amount of €226 K. The risk incurred by the Group in respect of receivables factored and not guaranteed relates to the non-collection of these receivables.
25
NOTE 23: | SEGMENT REPORTING |
The Group opted for a presentation similar to IAS 14, pursuant to IFRS 8, consisting of presenting information for the rail operating segment.
INCOME STATEMENT
| | | | | | | | |
| | 30 September 2016 | | | 30 September 2015 | |
Continuing activities: | | | | | | | | |
Sales | | | 520,472 | | | | 532,809 | |
Operating profit after share of profit of equity-accounted entities | | | (29,112 | ) | | | 40,911 | |
Net financial expense | | | (4,902 | ) | | | (4,463 | ) |
Income tax | | | (8,713 | ) | | | (11,104 | ) |
Share of profit of other equity-accounted entities | | | — | | | | — | |
Net profit from continuing operations | | | (42,727 | ) | | | 25,344 | |
Consolidated net profit | | | (42,727 | ) | | | 25,344 | |
Depreciation and amortisation for the period | | | (9,550 | ) | | | (8,958 | ) |
BALANCE SHEET
| | | | | | | | |
| | 30 September 2016 | | | 31 March 2016 | |
Property, plant and equipment and intangible assets, net | | | 775,219 | | | | 829,817 | |
Non-current financial assets | | | 24,768 | | | | 23,641 | |
Deferred tax assets | | | 65,775 | | | | 62,274 | |
Sub-total non-current assets | | | 865,762 | | | | 915,732 | |
Inventories and receivables (excluding tax) | | | 507,970 | | | | 502,776 | |
Other current assets | | | 65,734 | | | | 89,831 | |
Cash | | | 225,697 | | | | 236,069 | |
Assets held for sale | | | 21,658 | | | | 7,527 | |
Sub-total current assets | | | 821,059 | | | | 836,203 | |
Total assets | | | 1,686,821 | | | | 1,751,935 | |
Equity | | | 624,238 | | | | 688,860 | |
Employee benefits and other non-current provisions | | | 48,615 | | | | 43,136 | |
Deferred tax liabilities | | | 54,528 | | | | 51,120 | |
Non-current financial debt | | | 361,962 | | | | 360,930 | |
Sub-total non-current liabilities | | | 465,105 | | | | 455,186 | |
Current provisions | | | 114,410 | | | | 112,387 | |
Current financial debt | | | 34,400 | | | | 57,682 | |
Advances, prepayments and non-financial liabilities (excluding tax) | | | 428,045 | | | | 428,272 | |
Other current liabilities | | | 6,768 | | | | 9,548 | |
Liabilities held for sale | | | 13,855 | | | | — | |
Sub-total current liabilities | | | 597,478 | | | | 607,889 | |
Total equity and liabilities | | | 1,686,821 | | | | 1,751,935 | |
Acquisitions of property, plant and equipment and intangible assets (excluding goodwill) for the period | | | 15,183 | | | | 36,253 | |
Workforce | | | 5,989 | | | | 5,635 | |
26
INFORMATION BY GEOGRAPHIC REGION
Main contribution figures by geographic region of origin at 30 September 2016:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | France | | | Europe (excl. France) | | | Americas | | | Asia/Pacific | | | Other | | | Total | |
Sales | | | 112,762 | | | | 220,680 | | | | 75,706 | | | | 110,313 | | | | 1,011 | | | | 520,472 | |
Closing balance of property, plant and equipment and intangible assets (excluding goodwill) | | | 53,844 | | | | 44,299 | | | | 14,468 | | | | 15,072 | | | | 554 | | | | 128,237 | |
Acquisition of property, plant and equipment and intangible assets (excluding goodwill) | | | 5,726 | | | | 5,786 | | | | 691 | | | | 3,118 | | | | 462 | | | | 15,783 | |
Amortisation and depreciation of property, plant and equipment and intangible assets (excluding goodwill) | | | (3,861 | ) | | | (3,158 | ) | | | (1,317 | ) | | | (1,203 | ) | | | (11 | ) | | | (9,550 | ) |
| | | | | | | | |
| | 30 September 2016 | | | 30 September 2015 | |
Sales of products and services associated with contracts > 1 year | | | 501,147 | | | | 511,695 | |
Sales of products and services associated with contracts < 1 year | | | 19,325 | | | | 21,114 | |
Total(1) | | | 520,472 | | | | 532,809 | |
(1) | Of which sales related to the “Services” division: €222.2 million at 30 September 2016 and €236.3 million at 30 September 2015. |
NOTE 25: | GROSS PROFIT AND COST OF SALES |
Gross profit is defined as sales less cost of sales.
Gross profit for the first half of 2016/2017 totalled €136.7 million, representing 26.3% of sales, compared with 24.7% for the first half of 2015/16.
Cost of sales can be analysed as follows:
| | | | | | | | |
| | 30 September 2016 | | | 30 September 2015 | |
Direct labour | | | (52,858 | ) | | | (49,019 | ) |
Raw materials and components | | | (187,838 | ) | | | (195,083 | ) |
Structure costs | | | (39,360 | ) | | | (40,516 | ) |
Procurement costs | | | (25,518 | ) | | | (28,285 | ) |
Engineering costs | | | (31,272 | ) | | | (26,844 | ) |
Other direct costs | | | (28,096 | ) | | | (28,713 | ) |
Change in projects in progress | | | 5,231 | | | | (11,352 | ) |
Net change in provisions for projects and warranty costs | | | (26,036 | ) | | | (18,643 | ) |
Net change in provisions for losses on completion | | | 1,951 | | | | (2,647 | ) |
Total cost of sales | | | (383,796 | ) | | | (401,103 | ) |
27
NOTE 26: | OTHER INCOME AND EXPENSES FROM RECURRING OPERATIONS |
| | | | | | | | |
| | 30 September 2016 | | | 30 September 2015 | |
Royalties | | | 139 | | | | 843 | |
Reversal of provisions for other liabilities | | | 340 | | | | 1,362 | |
Insurance compensation | | | 5 | | | | — | |
Other income | | | 497 | | | | 442 | |
Total other income | | | 981 | | | | 2,647 | |
Royalties | | | (0 | ) | | | 0 | |
Bad debts | | | (216 | ) | | | (231 | ) |
Charges to provisions for other liabilities | | | — | | | | (414 | ) |
Inventory writedowns | | | (2,965 | ) | | | (1,751 | ) |
Employee profit sharing | | | (787 | ) | | | (415 | ) |
Costs related to the combination with Wabtec Corporation | | | (14,421 | ) | | | (9,545 | ) |
Other expenses | | | (1,004 | ) | | | (1,026 | ) |
Total other expenses | | | (19,392 | ) | | | (13,382 | ) |
Net total | | | (18,411 | ) | | | (10,735 | ) |
The costs relating to the merger with Wabtec Corporation primarily consist of advisors’ and lawyers’ fees, as well as of the additional cost of the latest performance-based plan relating to the impact of the transaction.
NOTE 27: | RESTRUCTURING COSTS AND GAINS AND LOSSES ON DISPOSAL OF PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS |
RESTRUCTURING COSTS
Restructuring costs for the period totalled €0.6 million, compared with €1.3 million in the previous financial year. Over the period, these restructuring costs primarily related to “Shanghai Faiveley Railway Technology”.
DISPOSAL OF NON-CURRENT ASSETS
| | | | | | | | |
| | 30 September 2016 | | | 30 September 2015 | |
Sales price of assets sold | | | 742 | | | | 31 | |
Net book value of assets sold | | | (745 | ) | | | (21 | ) |
Total | | | (3 | ) | | | 10 | |
NOTE 28: | NET FINANCIAL INCOME/(EXPENSE) |
| | | | | | | | |
| | 30 September 2016 | | | 30 September 2015 | |
Gross cost of financial debt | | | (5,077 | ) | | | (5,560 | ) |
Income from cash and cash equivalents | | | 387 | | | | 501 | |
Net cost of financial debt | | | (4,690 | ) | | | (5,059 | ) |
Financial instrument income | | | 3,107 | | | | 8,609 | |
Income linked to exchange differences | | | 14,323 | | | | 12,483 | |
Proceeds from sale of marketable securities | | | 67 | | | | 4 | |
Reversal of financial provisions | | | 3 | | | | — | |
Dividends received | | | 18 | | | | 25 | |
Other financial income | | | 305 | | | | 160 | |
Other financial income | | | 17,823 | | | | 21,281 | |
Financial instrument charges | | | (6,050 | ) | | | (4,450 | ) |
Charges linked to exchange differences | | | (10,862 | ) | | | (14,945 | ) |
Interest charges on retirement commitments | | | (291 | ) | | | (370 | ) |
Net book value of financial assets sold | | | | | | | — | |
Charges on bank guarantees | | | (702 | ) | | | (587 | ) |
Other financial expenses | | | (130 | ) | | | (333 | ) |
Other financial expenses | | | (18,035 | ) | | | (20,685 | ) |
NET FINANCIAL EXPENSE | | | (4,902 | ) | | | (4,463 | ) |
28
The net cost of financial debt for the period was €4.7 million, compared with €5.1 million in the previous period. The Group benefited from lower interest rates on the markets as well as a more favourable interest rate hedge portfolio.
The foreign exchange gain for the financial year, including charges and income related to currency fluctuations and financial income, was €0.5 million. This virtually neutral impact was due to the limited cumulative effects of matured and unrealised swaps over the period as well as a minor exchange gain on unhedged items.
In accordance with IAS 34, the income tax charge is determined by applying the projected effective tax rate for the entire financial year to the pre-tax profit for the first half-year. This effective rate is set on the basis of internal forecasts entity by entity.
The negative effective tax rate of 24.3% was mainly due to the impacts of non-tax deductible impairment losses recorded over the period.
The effective tax rate for the first half of 2016 before the impact of impairment losses was 32.0% (against 33.7% over the first half of 2015).
ANALYSIS BY TYPE
| | | | | | | | |
| | 30 September 2016 | | | 30 September 2015 | |
Current tax - continuing operations | | | (7,927 | ) | | | (9,016 | ) |
Deferred tax - continuing operations | | | (786 | ) | | | (2,088 | ) |
Total income tax - continuing operations | | | (8,713 | ) | | | (11,104 | ) |
Tax on discontinued operations | | | — | | | | — | |
TOTAL TAX | | | (8,713 | ) | | | (11,104 | ) |
NOTE 30: | PROFIT OR LOSS OF OPERATIONS HELD FOR DISPOSAL AND DISCONTINUED OPERATIONS |
Nil
NOTE 31: | PAYROLL COSTS AND WORKFORCE |
| | | | | | | | |
| | 30 September 2016 | | | 30 September 2015 | |
Salaries | | | 119,701 | | | | 113,514 | |
Social security charges | | | 27,094 | | | | 30,188 | |
Retirement and other post-employment benefits | | | 9,536 | | | | 7,915 | |
Charges associated with share-based payments | | | 6,730 | | | | 1,200 | |
TOTAL PAYROLL COSTS | | | 163,061 | | | | 152,817 | |
TOTAL WORKFORCE | | | 5,989 | | | | 5,636 | |
Employees of joint ventures are excluded from the consolidated workforce.
NOTE 32: | EARNINGS PER SHARE |
The table below shows the reconciliation between earnings per share and diluted earnings per share:
| | | | | | | | |
| | 30 September 2016 | | | 30 September 2015 | |
Net profit - Group share used in the calculation of basic and diluted earnings per share (€ K) | | | (33,113 | ) | | | 23,150 | |
Average number of shares (a) | | | 14,614,152 | | | | 14,614,152 | |
Weighted average number of treasury shares (b) | | | (122,835 | ) | | | (216,303 | ) |
Average number of outstanding shares (a - b = c) | | | 14,491,317 | | | | 14,397,849 | |
Weighted average number of dilutive instruments (d) | | | 0 | | | | 164,503 | |
Diluted average number of shares (c + d) | | | 14,491,317 | | | | 14,562,352 | |
Basic earnings per share | | | (2.29 | ) | | | 1.61 | |
Diluted earnings per share | | | (2.29 | ) | | | 1.59 | |
29
NOTE 33: | POST-BALANCE SHEET EVENTS |
| • | | On 1 October 2016, the vesting of free shares referred to as performance-based shares for the plan of 1 October 2015 took place. This vesting led to the issue of 135,844 new shares which automatically translated into a €135,844 increase in the share capital of Faiveley Transport. The Company’s share capital now stands at €14,756,996. |
| • | | On 4 October 2016, Faiveley Transport announced that it had been granted conditional authorisation by the European Commission regarding the proposed combination with Wabtec. This authorisation is contingent upon the commitment to sell Faiveley Transport Gennevilliers, the subsidiary specialised in the Group’s sintered brake business. Completion of the proposed combination of Faiveley Transport and Wabtec remains therefore subject to the potential buyer of Faiveley Transport Gennevilliers being approved by the European Commission. |
| • | | On 18 October 2016, the Management Board decided to allocate free performance-based shares to certain employees pursuant to the authorisation granted at the Extraordinary General Meeting of 30 September 2016. This involved allocating a total of 144,000 shares to 203 beneficiaries. The allocation of free shares after a period of one year is subject to the beneficiary’s employment by the Group and the fulfilment of financial and operational performance criteria. |
| • | | On 26 October 2016, Faiveley Transport announced that the US Department of Justice (DOJ) had submitted a draft decree authorising the planned combination with Wabtec to the Washington D.C. district court. The draft decree filed by the DOJ approves the combination agreement subject to the sale of certain of Faiveley Transport’s US assets, in particular its joint venture with Amsted-Rail. The assets to be sold represent annual sales of approximately €55 million. |
| • | | On 2 November 2016, Faiveley Transport began negotiations with an industrial company with a view to selling Faiveley Transport Gennevilliers, the Group’s sintered brakes business, which represents annual sales of approximately €12 million. The signing of the disposal agreement could take place after completion of the information-consultation procedures with the competent employee representative bodies of Faiveley Transport Gennevilliers and Faiveley Transport. Completion of the proposed combination of Faiveley Transport and Wabtec remains therefore only subject to the potential buyer of Faiveley Transport Gennevilliers being approved by the European Commission. |
NOTE 34: | TRANSACTIONS WITH RELATED PARTIES |
With the exception of the items disclosed hereafter, no significant change in transactions with related parties as mentioned in the Registration Document dated 31 March 2016 occurred during the first six months to 30 September 2015.
TRANSACTIONS WITH RELATED COMPANIES
A list of consolidated companies is provided in Note 37.
Transactions with consolidated companies
Transactions with joint ventures not eliminated on consolidation:
Joint ventures are equity consolidated:
| • | | Qingdao Faiveley SRI Rail Brake Co. Ltd |
| • | | Datong Faiveley Railway Vehicle Equipment Co., Ltd |
| • | | Shijiazhuang Jiaxiang Precision Machinery Co. Ltd |
| • | | Faiveley Rail Engineering Singapore |
The consolidated financial statements include transactions carried out by the Group with its joint ventures as part of its normal business activities.
These transactions are normally carried out at arm’s length.
| | | | | | | | |
(€ thousands) | | 30 September 2016 | | | 30 September 2015 | |
Sales | | | 4,619 | | | | 10,269 | |
Operating receivables | | | 7,223 | | | | 9,794 | |
Operating liabilities | | | (1,244 | ) | | | (1,429 | ) |
30
Agreements entered with companies that have control over Faiveley Transport, and certain corporate officers
With Famille Faiveley Participations, Financière Faiveley, Erwan Faiveley, and François Faiveley:
At its meeting of 17 October 2016, the Board of Directors reviewed the proposed amendments to both the agreements signed between the Faiveley family and Wabtec Corporation and the TOA (Tender Offer Agreement) signed by the Company and Wabtec Corporation, whose primary purpose is to extend the period of validity of these agreements. The Board decided to authorise the Chairman of the Management Board, in accordance with the provisions of articles L. 225-86 and subsequent of the French Commercial Code relating to regulated agreements, to sign the amendment to the TOA.
Approval was granted at the General Meeting of 30 September 2016 for the payment of a dividend (including treasury shares) in respect of the 2015/2016 financial year totalling €14,756,996 including:
| • | | €14,667,559 in respect of the €1.00 dividend per share paid on 7 October 2016 to 14,667,559 shares for the 2015/16 financial year. |
| • | | €89,437 in unpaid dividends, corresponding to the 89,437 treasury shares held by Faiveley Transport at the time of the ex-dividend date, i.e. 5 October 2016. |
| | | | | | | | | | | | | | | | |
| | Number of shares | | | Treasury shares | | | Number of shares to which dividends have been paid | | | Dividends approved | |
Ordinary shares | | | 7,103,665 | | | | 89,437 | | | | 7,014,228 | �� | | | 7,014,228 | |
Shares with double voting rights rights | | | 7,653,331 | | | | 0 | | | | 7,653,331 | | | | 7,653,331 | |
| | | 14,756,996 | | | | 89,437 | | | | 14,667,559 | | | | 14,667,559 | (1) |
(1) | Including €6,315,412 to Financière Faiveley and €1,159,288 to François Faiveley Participation (F.F.P.) |
This dividend was paid on 7 October 2016. The distributable dividend was therefore recognised as a current liability at 30 September 2016.
NOTE 36: | OFF-BALANCE SHEET COMMITMENTS |
LEASES
Operating leases
During the period, there were no significant changes to the value and nature of operating lease commitments reported at 31 March 2016.
OTHER COMMITMENTS GIVEN
| | | | | | | | |
(€ thousands) | | 30 September 2016 | | | 31 March 2016 | |
Deposits, securities and bank guarantees given to customers | | | 252,365 | | | | 251,524 | |
- of which given by joint ventures | | | — | | | | — | |
Guarantees and securities given by the parent company to customers and banks * | | | 455,781 | | | | 518,726 | |
- of which on behalf of joint ventures | | | 10,438 | | | | 10,604 | |
Borrowings guaranteed by pledges: | | | — | | | | — | |
- Mortgages of buildings | | | — | | | | — | |
* | amount restated for parent company securities included in deposits, securities and bank guarantees given. |
31
The off-balance sheet commitments above entitled “Deposits, securities and bank guarantees” is related to guarantees or securities provided to the banks essentially in favour of customers with whom commercial contracts have been signed. These guarantees are generally issued for defined periods and for defined amounts. These are principally guarantees for the repayment of deposits and guarantees for the satisfactory completion of contracts. Bank counter-guarantees may be issued for the benefit of banks supplying credit lines, and guarantees may also be issued for the benefit of certain subsidiaries of the Group.
The off-balance sheet commitments above entitled “Guarantees and securities given by the parent company” are guarantees agreed by the parent company Faiveley Transport in favour of customers who have signed commercial contracts with subsidiaries of the Group. As for bank guarantees, these are issued for defined periods and for defined amounts and essentially relate to guarantees for the repayment of deposits and guarantees for the satisfactory completion of contracts.
COMMITMENTS RECEIVED
Other guarantees from suppliers: €2,445 K
NOTE 37: | CONSOLIDATION SCOPE AND METHOD |
Faiveley Transport is the Group’s holding company.
The following companies, over which Faiveley Transport exercises direct or indirect control, are fully consolidated.
LIST OF CONSOLIDATED COMPANIES AND CONSOLIDATION METHOD
| | | | | | | | | | | | |
ENTITY | | COUNTRY | | | % control | | | % interest | |
Parent company: | | | | | | | | | | | | |
FAIVELEY TRANSPORT | | | | | | | | | | | | |
Full consolidation: | | | | | | | | | | | | |
FAIVELEY TRANSPORT LEIPZIG GmbH & Co. KG | | | Germany | | | | 100.00 | | | | 100.00 | |
FAIVELEY TRANSPORT WITTEN GmbH | | | Germany | | | | 100.00 | | | | 100.00 | |
FAIVELEY TRANSPORT VERWALTUNGS GmbH | | | Germany | | | | 100.00 | | | | 100.00 | |
FAIVELEY TRANSPORT HOLDING GmbH & Co. KG | | | Germany | | | | 100.00 | | | | 100.00 | |
FAIVELEY TRANSPORT NOWE GmbH | | | Germany | | | | 100.00 | | | | 100.00 | |
FAIVELEY TRANSPORT AUSTRALIA Ltd. | | | Australia | | | | 100.00 | | | | 100.00 | |
FAIVELEY TRANSPORT BELGIUM NV | | | Belgium | | | | 100.00 | | | | 100.00 | |
FAIVELEY TRANSPORT DO BRASIL Ltda. | | | Brazil | | | | 100.00 | | | | 100.00 | |
FAIVELEY TRANSPORT CANADA Ltd. | | | Canada | | | | 100.00 | | | | 100.00 | |
FAIVELEY TRANSPORT CHILE Ltda. | | | Chile | | | | 100.00 | | | | 99.99 | |
FAIVELEY TRANSPORT SYSTEMS TECHNOLOGY (Beijing) Co. Ltd. | | | China | | | | 100.00 | | | | 100.00 | |
FAIVELEY TRANSPORT FAR EAST Ltd. | | | China | | | | 100.00 | | | | 100.00 | |
SHANGHAI FAIVELEY RAILWAY TECHNOLOGY Co. Ltd. | | | China | | | | 51.00 | | | | 51.00 | |
FAIVELEY TRANSPORT METRO TECHNOLOGY SHANGHAI Ltd. | | | China | | | | 100.00 | | | | 100.00 | |
FAIVELEY TRANSPORT RAILWAY TRADING (Shanghai) Co. Ltd. | | | China | | | | 100.00 | | | | 100.00 | |
FAIVELEY TRANSPORT ASIA PACIFIC Co. Ltd. | | | China | | | | 100.00 | | | | 100.00 | |
FAIVELEY TRANSPORT KOREA Ltd. | | | Korea | | | | 100.00 | | | | 100.00 | |
FAIVELEY TRANSPORT IBERICA S.A. | | | Spain | | | | 100.00 | | | | 100.00 | |
FAIVELEY TRANSPORT USA Inc. | | | United States | | | | 100.00 | | | | 100.00 | |
FAIVELEY TRANSPORT NORTH AMERICA Inc. | | | United States | | | | 100.00 | | | | 100.00 | |
ELLCON DRIVE LLC. | | | United States | | | | 100.00 | | | | 100.00 | |
AMSTED RAIL - FAIVELEY LLC | | | United States | | | | 67.50 | | | | 67.50 | |
GRAHAM-WHITE MANUFACTURING Co. | | | United States | | | | 100.00 | | | | 100.00 | |
OMNI GROUP CORPORATION | | | United States | | | | 100.00 | | | | 100.00 | |
ADVANCED GLOBAL ENGINEERING LLC. | | | United States | | | | 100.00 | | | | 55.00 | |
ATR INVESTMENTS LLC. | | | United States | | | | 100.00 | | | | 100.00 | |
32
| | | | | | | | | | | | |
ENTITY | | COUNTRY | | | % control | | | % interest | |
FAIVELEY TRANSPORT AMIENS | | | France | | | | 100.00 | | | | 100.00 | |
FAIVELEY TRANSPORT NSF | | | France | | | | 100.00 | | | | 100.00 | |
FAIVELEY TRANSPORT TOURS | | | France | | | | 100.00 | | | | 100.00 | |
FAIVELEY TRANSPORT GENNEVILLIERS | | | France | | | | 100.00 | | | | 100.00 | |
FAIVELEY TRANSPORT BIRKENHEAD Ltd. | | | United Kingdom | | | | 100.00 | | | | 100.00 | |
FAIVELEY TRANSPORT TAMWORTH Ltd. | | | United Kingdom | | | | 100.00 | | | | 100.00 | |
SAB WABCO Ltd. | | | United Kingdom | | | | 100.00 | | | | 100.00 | |
SAB WABCO DAVID & METCALF Ltd. | | | United Kingdom | | | | 100.00 | | | | 100.00 | |
SAB WABCO DAVID & METCALF PRODUCTS Ltd. | | | United Kingdom | | | | 100.00 | | | | 100.00 | |
SAB WABCO INVESTMENTS Ltd. | | | United Kingdom | | | | 100.00 | | | | 100.00 | |
SAB WABCO PRODUCTS Ltd. | | | United Kingdom | | | | 100.00 | | | | 100.00 | |
SAB WABCO UK Ltd. | | | United Kingdom | | | | 100.00 | | | | 100.00 | |
FAIVELEY TRANSPORT RAIL TECHNOLOGIES INDIA Ltd. | | | India | | | | 100.00 | | | | 100.00 | |
F.M.P.R. | | | Iran | | | | 51.00 | | | | 51.00 | |
FAIVELEY TRANSPORT ITALIA Spa | | | Italy | | | | 100.00 | | | | 98.70 | |
FAIVELEY TRANSPORT POLSKA z.o.o. | | | Poland | | | | 100.00 | | | | 100.00 | |
FAIVELEY TRANSPORT PLZEN s.r.o. | | | Czech Republic | | | | 100.00 | | | | 100.00 | |
FAIVELEY TRANSPORT TREMOSNICE s.r.o. | | | Czech Republic | | | | 100.00 | | | | 100.00 | |
FAIVELEY TRANSPORT CZECH a.s. | | | Czech Republic | | | | 100.00 | | | | 100.00 | |
o.o.o FAIVELEY TRANSPORT | | | Russia | | | | 100.00 | | | | 98.00 | |
FAIVELEY TRANSPORT METRO TECHNOLOGY SINGAPORE Ltd. | | | Singapore | | | | 100.00 | | | | 100.00 | |
FAIVELEY TRANSPORT MALMÖ AB | | | Sweden | | | | 100.00 | | | | 100.00 | |
FAIVELEY TRANSPORT NORDIC AB | | | Sweden | | | | 100.00 | | | | 100.00 | |
FAIVELEY TRANSPORT SCHWEIZ AG | | | Switzerland | | | | 100.00 | | | | 100.00 | |
FAIVELEY TRANSPORT SCHWAB AG | | | Switzerland | | | | 100.00 | | | | 100.00 | |
FAIVELEY TRANSPORT METRO TECHNOLOGY THAILAND Ltd. | | | Thailand | | | | 100.00 | | | | 100.00 | |
FAIVELEY TRANSPORT SERVICE MAROC | | | Morocco | | | | 100.00 | | | | 100.00 | |
FAIVELEY TRANSPORT METRO TECHNOLOGY TAIWAN Ltd. | | | Taiwan | | | | 100.00 | | | | 100.00 | |
Equity-accounted joint ventures | | | | | | | | | | | | |
QINGDAO FAIVELEY SRI RAIL BRAKE Co. Ltd. | | | China | | | | 50.00 | | | | 50.00 | |
DATONG FAIVELEY RAILWAY VEHICLE EQUIPMENT Co., Ltd | | | China | | | | 50.00 | | | | 50.00 | |
SHIJIAZHUANG JIAXIANG PRECISION MACHINERY Co. Ltd. | | | China | | | | 50.00 | | | | 50.00 | |
FAIVELEY RAIL ENGINEERING SINGAPORE Pte Ltd, | | | Singapore | | | | 50.00 | | | | 50.00 | |
Other equity-accounted entities: | | | | | | | | | | | | |
Nil | | | — | | | | — | | | | — | |
Partnerships qualifying as joint arrangements: | | | | | | | | | | | | |
Nil | | | — | | | | — | | | | — | |
NOTE 38: | FINANCIAL COMMUNICATION |
These consolidated financial statements are available in both French and English.
33
| 2.3. | STATUTORY AUDITORS’ REPORT ON THE 2016/17 |
| | CONSOLIDATED HALF-YEAR FINANCIAL STATEMENTS (PERIOD FROM 1 APRIL TO 30 SEPTEMBER 2016) |
This is a free translation into English of the Statutory Auditors’ review report issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.
To the Shareholders,
Faiveley Transport SA
Le Delage Building
3 rue du 19 mars 1962
92230 Gennevilliers
In compliance with the assignment entrusted to us by your Shareholder’s Meeting and in accordance with the requirements of article L. 451-1-2 III of the French Monetary and Financial Code (Code monétaire et financier), we hereby report to you on:
| • | | The review of the accompanying condensed interim consolidated financial statements of Faiveley Transport, for the period from 1st April 2016 to 30th September 2016; |
| • | | The verification of the information contained in the interim management report. |
These condensed interim consolidated financial statements are the responsibility of the Board of Directors. Our role is to express a conclusion on these financial statements based on our review.
I. Conclusion on the 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 and other review 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 interim consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 - the standard of IFRS as adopted by the European Union applicable to interim financial information.
II. Specific verification
We have also verified the information given in the interim management report on the condensed interim consolidated financial statements subject to our review. We have no matters to report as to its fair presentation and consistency with the condensed interim consolidated financial statements.
| | | | |
Neuilly-sur-Seine and Dijon, November 23, 2016 |
|
The Statutory Auditors |
| | |
PricewaterhouseCoopers Audit | | | | Expertise Comptable et Audit |
| | |
Philippe Vincent | | | | Claude Cornuot |
34