Financial report for the first half ended 30 June 2016

Transcription

1 AUSY Public limited company (société anonyme) with a capital of 5,138,490 Registered office: 6-10, rue Troyon Sèvres Nanterre Trade & Companies Register Financial report for the first half ended 30 June 2016 (L III of the French monetary and financial code Article et seq. of the AMF s General Regulations) This financial report pertains to the half-year period ended on 30 June 2016 and is prepared in accordance with the provisions of Articles L III of the French monetary and financial code and et seq. of the AMF s General Regulations. It has been distributed in accordance with the provisions of article of the AMF s General Regulations. In particular, it is available on our company s website at Contents I. Manager s Certification II. Half-yearly activity report III. Summary financial statements for the past half-year period presented in consolidated form IV. Statutory Auditors report 1

2 I. Manager s Certification I certify, to the best of my knowledge, that the interim summary consolidated financial statements for the past half-year period were prepared in accordance with the applicable accounting standards and provide a fair view of the asset base, financial position, and earnings of the company and all companies included in the consolidation and that the half-yearly activity report below presents a true picture of the significant events that occurred during the first six months of the financial year, their impact on the summary half-yearly consolidated financial statements, the main transactions with related parties, as well as a description of the main risks and uncertainties for the remaining six months of the financial year. 27 September 2016 Philippe Morsillo Managing Director 2

3 II. Half-yearly activity report 1. Comments on key figures for the half-year period The figures below, as regards 30 June 2016, are restated for operations held for sale or discontinued (IFRS5) and the retrospective treatment of the C3S (IFRIC 21). Consolidated turnover at 30 June 2016 amounted to M versus M at 30 June 2015, an increase of 21.7%. Personnel expenses represented 60.10% of turnover (61.60% over the first half of 2015). Recurring operating earnings amounted to 18.2 M versus 13.9 M at 30 June Other operating income and expenses amounted to M versus M in the first half of Given these operations, operating earnings amounted to 16.9 M versus 10 M at 30 June Financial earnings represented 1.22% of turnover versus 1.03% for the first half of Earnings before taxes totalled 14.1 M versus 8.1 M at 30 June Given a tax expense of 4.9 M over the half-year period, total net earnings were stable at 9.2 M at 30 June 2016 compared with 4.9 M at 30 June General description of the Group s financial position and earnings during the half-year period Activity increased by more than 21.7% The AUSY group s consolidated turnover for the first half-year totalled M, up 21.7% (+7.5% on a like-for-like basis). In France, turnover amounted to M (+3.3%), despite a demanding basis of comparison (8 consecutive quarters of growth). This entirely organic growth was driven by the Group s two activities: information systems management and outsourced R&D. At the same time, AUSY and LACROIX decided to strengthen their partnership on complex aviation systems. Over the first half, AUSY joined the team of Lacroix s design office in Toulouse, specialising in aviation safety. In the international marketplace, turnover for the first half totalled M, a rise of 54.5%. In the United States, Celerity, consolidated since November 2015, contributed 26.6 M. On a like- 3

4 for-like basis, business grew 15%, driven by performance in Belux (+11.7%) and Germany (+17.1%). Overall, the contribution from international activity continued to strengthen, representing 45.6% of total activity compared with 36% in the first half-year of Further increase in current operating profitability abroad The good performance levels achieved from operations were accompanied by solid earnings growth. In France, current operating income totalled 9.9 M, resulting in a virtually stable margin at 7.8% (compared with 8.1% in 2015) despite the recruitment efforts made to support growth. Internationally, in line with the targets, performance was very positive with a current operating margin up by more than 2 points, at 7.8% compared with 5.8% in the first half-year of This development was all the more satisfying given that it occurred despite continued low operating profitability generated in the United States by Celerity, still in the integration phase (1.5% over the first half-year). Earnings in the Group s historic areas grew significantly. In Belux, the current operating margin was 9.1% (compared with 5.3% over the same period in 2015), while in Germany, it was 10.1% (compared with 6.6% in the first half-year of 2015). All in all, the Group confirmed the strong momentum of its margin growth with current operating income up 30.5% at 18.2 M (+25.7% on a like-for-like basis). This growth was accompanied by an increase in the current operating margin to 7.8% compared with 7.3% in the first half-year of Operating income rose sharply in terms of both absolute value and relative value to 16.9 M compared with 10.0 M in the first half-year of 2015 (7.3% of turnover versus 5.2% in the first half-year of 2015). 4

5 Strong increase in net income After taking into account the cost of financial debt and the tax expense, net income increased significantly by 86% to 9.2 M compared with 4.9 M in the first half of 2015, representing 3.9% of turnover compared with 2.6% in Cash flow and financial structure With M in equity (group share), the AUSY Group s financial position is solid. Net debt remains perfectly managed at 73% of equity (compared with 81% at 31 December 2015), and the cost of debt remains controlled at 0.9% of turnover. 3. Significant operations and events of the first half Announcement of takeover bid On 20 June 2016, an announcement was made about a planned takeover bid to be launched by Randstad France (a subsidiary of Randstad Holding nv) for all AUSY shares. This bid, unanimously supported by AUSY s Board of Directors, is discussed below in the Outlook paragraph Research Tax Credit (CIR) The company undertook several internal research projects that were deemed eligible for the CIR. In accordance with the accounting standards, because the expenses relating these projects were recognised over the current financial year, operating income corresponding to the expected tax credit was recorded over the half-year period for 0.8 M and 2009 CIR (background and update) At the end of December 2010, the AUSY group initiated proceedings to collect 8.6 M in Research Tax Credits to which its engineers activity were entitled for financial years 2008 and During financial year 2011, the technical documentation relating to these requests was finalised, the tax authorities proceeded with the settlement of these amounts, and the revenue was recorded. In 2011, the tax authorities conducted an audit for financial years 2008 and As at the date of approval of the 2011 financial statements, the analysis of operations related to the CIR by the authorities were not complete. At the end of June 2012, the tax authorities informed the Company of a challenge to the CIR revenue in addition to various interest and surcharges. The Company, supported by its specialised consultants, believes that it has serious arguments to challenge the authorities arguments. 5

6 Considering the analysis of these risks and pursuant to the criteria of IAS 37, no provision had been recognised in the financial statements for the period ended on 31 December On 23 January 2014, the tax authorities sent the collection notice to the company. In a letter dated 14 February 2014, the company reiterated its contentious claim. With the approval of the authorities, a first-demand guarantee was put in place, guaranteeing the payment of the adjusted amounts in case of confirmation of the tax adjustment by the judicial bodies. A guarantee was put in place in the first half of 2014 and is part of the company s off-balance sheet commitments dating from the first half-year period of In a letter dated 13 August 2014, the authorities confirmed that it maintained their position. In a letter dated 25 June 2015, the group filed an additional claim for 3.3 M. Given the ongoing tax dispute, no revenue was recognised in this respect in the financial statements for the first half of To date, Ausy is still awaiting the date of the hearing before the court. The elements set out above are not likely to call the risk assessment into question. Therefore, no provision was recognised as at 30 June 2016 for this dispute. 4 Main transactions between related parties During the period, there were no new significant transactions with related parties. 5 Anticipated developments, uncertainties, and risk factors for the remaining six months of the financial year Risk factors The risk factors to which the company is subject are detailed in the Registration Document published in April 2016, in paragraph 1.8 of the group s presentation. Management s assessment of the nature and level of risks was not changed during the half-year period. Outlook The first half saw a major announcement concerning a planned cash tender offer to be launched by Randstad France (a subsidiary of Randstad Holding nv) for all AUSY shares. 6

7 As mentioned in the press release of 20 June 2016, the submission of this tender, unanimously supported by AUSY s Board of Directors, is subject to, among other things, the approval of the European and US competition authorities and the French foreign investment authorities. In the coming months, AUSY will make sure to provide the best information about the progress made in this merger project. During the second half-year, priority will also be given to confirming domestic performance in France and abroad and continuing the efforts to integrate Celerity in the United States. 7

8 III. Summary financial statements for the past half-year period presented in consolidated form SUMMARY CONSOLIDATED HALF- YEARLY FINANCIAL STATEMENTS 30 JUNE

9 Contents I. Consolidated balance sheet II. III. IV. Consolidated income statement Other comprehensive income Consolidated cash flow statement V. Statement of changes in consolidated shareholders equity VI. Notes to the financial statements 1. Accounting rules and methods 2. Unusual items, changes in estimates, changes in methods, significant events during the period, and events subsequent to the close 3. Consolidation scope 4. Segment information 5. Dividends 6. Goodwill 7. Intangible fixed assets 8. Property, plant and equipment 9. Other current assets 10. Marketable securities and cash assets 11. Equity 12. Financial debts 13. Provisions 14. Other current liabilities 15. Other operating income and expenses 9

10 I. Consolidated balance sheet In k Note 30 Jun Dec Jun 2015 Goodwill Intangible fixed assets Property, plant and equipment Equity-method investments Other financial assets Deferred taxes Other long-term assets Non-current assets Inventory and work in progress Trade receivables Tax receivables Other current assets Cash and cash equivalents Current assets Non-current assets and groups of assets held for sale Total Assets Capital Premiums related to capital Treasury shares Other reserves Financial instruments giving access to capital Accumulated earnings Total Shareholders equity, group share Minority interests Total Minority Interests Total shareholders equity Loans and financial debts Commitments to staff Deferred taxes Other long-term liabilities Total Non-current liabilities Credit facilities and bank overdrafts (share due in less than one year) Provisions Trade payables Tax payables Other current liabilities Total Current liabilities Total Liabilities relating to a group of assets held for sale Total liabilities Total Equity & Liabilities

11 II. Consolidated income statement In k Note 30 Jun Dec Jun 2015 Turnover External expenses Payroll expenses Taxes and levies Net allocations to amortisation and depreciation Net allocations to impairment and provisions Other operating income Other operating expenses Current operating income Share of net earnings from companies accounted for under the equity meth Other operating income Other operating expenses Operating income Income from cash and cash equivalents - 0 Cost of gross financial debt Net cost of financial debt Other financial income and expenses Derivative valuation through profit or loss Profit or loss before taxes Income taxes Profit or loss after taxes Earnings from operations held for sale or discontinued Total net earnings Group share Share of minority interests Earnings per share 1,80 2,99 1,06 Diluted earnings per share 1,72 2,78 0,

12 III. Other comprehensive income In k 30 Jun Dec Jun 2015 Total net earnings Other comprehensive income Valuation of pension commitments Other Tax effect Other comprehensive income that will never be recycled in net earnings Change in the translation reserve Valuation of hedging instruments Tax effect Other comprehensive income that may be recycled in net earnings later Total Other comprehensive income Total Overall earnings Group share Share of minority interests

13 IV. Consolidated cash flow statement In k 30 Jun Dec Jun 2015 Consolidated total net earnings Net earnings from operations discontinued or held for sale Net earnings from continuing operations Adjustments Elimination of income from companies accounted for by the equity method Elimination of depreciation, amortisation, and provisions Calculated expenses and income related to share-based payments Elimination of earnings from disposal and dilution losses and profits Other income and expenses without impact on cash Self-financing capacity after cost of net financial debt and taxes Elimination of tax expense (revenue) Elimination of net finance costs Self-financing capacity before cost of net financial debt and taxes Impact of changes in WCR Taxes paid Operating cash flow from operating activities of continuing operations Net operating cash flow from operating activities used by operations discontinued or held for sale Operating cash flow from operating activities Impact of changes in scope Acquisition of tangible and intangible fixed assets Change in granted loans and advances Disposals of tangible and intangible fixed assets Other cash flows from investment activities Investment cash flow from investing activities of continuing operations Net investment cash flow from investing activities used by operations discontinued or held for sale 62 Cash flow from investing activities Capital increase Net disposal (acquisition) of treasury shares Loan issues Loan repayments Net financial interest paid Other flows from financing operations Cash flow from financing activities of continuing operations Net cash flow from financing activities used by operations discontinued or held for sale Cash flow from financing activities Impact of changes in foreign exchange rates Change in cash position Opening cash position Closing cash position Available cash assets Negative cash position

14 V. Statement of changes in consolidated shareholders equity Total In k Premiums related Total Profit (loss) for Total Capital Treasury shares Shareholders equity, Minority interests to capital Other group reserves the year Shareholders equity group share Opening position (1 January 2015) Retrospective application of IFRIC Adjusted opening position (1 January 2015) Post-employment commitments Scope entry Translation adjustments Profit (loss) for the period Capital increase Profit (loss) for the previous period Movements in treasury shares Share-based payments Valuation of hedging instruments Closing position (30 June 2015) Opening position (1 January 2016) Impact of changes in accounting method: Adjusted opening position (1 January 2016) Post-employment commitments Translation adjustments Profit (loss) for the period Capital increase Profit (loss) for the previous period Movements in treasury shares Valuation of hedging instruments Other Closing position (30 June 2016)

15 VI. Notes to the financial statements 1. Accounting rules and methods The consolidated interim financial statements for 2016 were prepared in accordance with international accounting standards as approved by the European Union as at 30 June The international standards include the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), the International Accounting Standards (IAS), and the interpretations of the Standing Interpretations Committee (SIC) and the International Financial Reporting Interpretations Committee (IFRIC). These standards and interpretations can be consulted at: For the preparation of its summary consolidated half-yearly financial statements as at 30 June 2016, the Ausy group has applied the same accounting standards, interpretation, and methods as it applied in its financial statements for the financial year ended on 31 December 2015 or, where applicable, the new standards applicable as of 1 January The main IFRS standards, amendments, and interpretations in force within the European Union that are required to be applied or permit early application as at 1 January 2016 are: Standards, amendment, and interpretations adopted by the European Union and mandatory for financial years beginning on or after 1 January 2016: - Annual improvements to standards ( cycle) IFRS 2 - Share-based payments IFRS 3 - Contingent payments IAS 24 - Related party disclosures Key management IFRS 8 - Operating segments IAS 16 and IAS 38 - Revaluation IFRS 13 - Basis for conclusions - Annual improvements to standards ( cycle) IFRS 5 - Non-current assets held for sale and discontinued operations IFRS 7 - Financial instruments: Disclosures IAS 19 - Employee benefits IAS 34 - Interim financial reporting 15

16 - Amendments: IAS 19 - Employee benefits - Employee contributions IAS 1 Amendments - First part of the disclosure initiative : materiality, disaggregation of line items of the statement of profit and loss and other comprehensive income and the statement of financial position, and order of presentation of notes IAS 16 and IAS 38 - Clarification of acceptable methods of depreciation and amortisation IFRS 11 - Acquisition of interests in a joint venture IFRS 10, IFRS 12, and IAS 28 - Exemption from preparing consolidated financial statements for investment entities measured at fair value within a larger entity; clarifications on the notion of subsidiaries that provide services supporting investment activities; application of the equity method by non-investment entities of associates and joint ventures that are investment entities that have opted for the fair value measurement of their interests The application of these standards had no significant impact on the consolidated financial statements. The following standards, amendments, and interpretations adopted by the European Union in force for financial years beginning on or after 1 January 2016 are not applied in advance in these financial statements: IAS 7 - Disclosure initiative Their implementation should not have a significant impact on the Group s accounts. 16

17 The following standards, amendments, and interpretations have not been adopted by the European Union and cannot be applied in advance: IFRS 15 Revenue recognition IFRS 9 Financial instruments IFRS 10/IAS 28 - Sale or contribution of assets between an investor and its associate or joint venture IFRS 2 - Clarifications of classification and measurement of share-based payment transactions IFRS 16 - Leases IAS 12 - Recognition of deferred tax assets for unrealised losses IFRS 4 - Application of IFRS 9 Financial instruments and IFRS 4 Insurance contracts The Group is currently analysing the impacts of applying these standards. The summarised consolidated interim financial statements for the half-year period ended on 30 June 2016 were prepared in accordance with IAS 34 - Interim Financial Reporting. These financial statements thus do not include all the information required for annual financial statements and should be read in coordination with the Group s consolidated financial statements as at 31 December Ausy does not encounter cyclical or seasonal effects in its operations. The calculation of the tax for the period is the result of the product of the estimated annual effective tax rate applied to the book earnings for the period before taxes. In particular, the estimation of the annual effective tax rate takes into consideration the recognition expected over the financial year of deferred tax assets previously not recognised. 2. Unusual items, changes in estimates, changes in accounting methods, significant events for the period, and events subsequent to the close Significant events Takeover bid The first half saw a major announcement concerning a planned cash tender offer to be launched by Randstad France (a subsidiary of Randstad Holding nv) for all AUSY shares. As mentioned in the press release of 20 June 2016, the submission of this tender, unanimously supported by AUSY s Board of Directors, is subject to, among other things, the approval of the European and US competition authorities and the French foreign investment authorities. In the 17

18 coming months, AUSY will make sure to provide the best information about the progress made in this merger project Research Tax Credit (CIR) The company undertook several internal research projects that were deemed eligible for the CIR. In accordance with the accounting standards, because the expenses relating these projects were recognised over the current financial year, operating income corresponding to the expected tax credit was recorded over the half-year period for 0.8 M and 2009 CIR (background and update) At the end of December 2010, the AUSY group initiated proceedings to collect 8.6 M in Research Tax Credits to which its engineers activity were entitled for financial years 2008 and During financial year 2011, the technical documentation relating to these requests was finalised, the tax authorities proceeded with the settlement of these amounts, and the revenue was recorded. In 2011, the tax authorities conducted an audit for financial years 2008 and As at the date of approval of the 2011 financial statements, the analysis of operations related to the CIR by the authorities were not complete. At the end of June 2012, the tax authorities informed the Company of a challenge to the CIR revenue in addition to various interest and surcharges. The Company, supported by its specialised consultants, believes that it has serious arguments to challenge the authorities arguments. Considering the analysis of these risks and pursuant to the criteria of IAS 37, no provision had been recognised in the financial statements for the period ended on 31 December On 23 January 2014, the tax authorities sent the collection notice to the company. In a letter dated 14 February 2014, the company reiterated its contentious claim. With the approval of the authorities, a first-demand guarantee was put in place, guaranteeing the payment of the adjusted amounts in case of confirmation of the tax adjustment by the judicial bodies. A guarantee was put in place in the first half of 2014 and is part of the company s off-balance sheet commitments dating from the first half-year period of In a letter dated 13 August 2014, the authorities confirmed that it maintained their position. In a letter dated 25 June 2015, the group filed an additional claim for 3.3 M. Given the ongoing tax dispute, no revenue was recognised in this respect in the financial statements for the first half of To date, Ausy is still awaiting the date of the hearing before the court. The elements set out above are not likely to call the risk assessment into question. Therefore, no provision was recognised as at 30 June 2016 for this dispute. 18

19 3. Consolidation scope At 30 June 2016, the consolidation scope was as follows: Name of the entity Headquarters % control % interest Consolidation method Ausy SA Sèvres (France) 100% 100% Full consolidation Ausy Expertise et Recherche SàRL Sèvres (France) 100% 100% Full consolidation Ausy Technology SàRL Sèvres (France) 100% 100% Full consolidation Ausy Belgium SA Heverlee (Belgium) 100% 100% Full consolidation Ausy Luxembourg PSF SA Leudelange (Luxembourg) 100% 100% Full consolidation Ausy GmbH Hamburg (Germany) 100% 100% Full consolidation Elan Ausy GmbH Hamburg (Germany) 100% 100% Full consolidation Pentasys AG Munich (Germany) 100% 100% Full consolidation Ausy Servicios de Ingeniera SL Getafe (Spain) 100% 51 % Full consolidation Ausy UK PLtd London (United Kingdom) 100% 100% Full consolidation Ausy Tunisie SàRL Tunis (Tunisia) 100% 100% Full consolidation Ausy Technologies India P. Ltd Bangalore (India) 100% 100% Full consolidation Mobytech Consulting AB Lund (Sweden) 100% 100% Full consolidation Ausy Energy Private Limited Singapore (Singapore) 100% 100% Full consolidation Ausy North America Inc. Mobile (U.S.A.) 100% 100% Full consolidation Celerity IT LLC McLean (U.S.A.) 100% 100% Full consolidation Hutac SàRL Geneva (Switzerland) 100% 65% Full consolidation AUSY Technologies Romania SRL Brasov (Romania) 100% 100% Full consolidation The group had no change in scope over the period. 4. Segment information In accordance with IFRS 8 - Operating Segments, segment information is presented on the basis of the internal management data used by the general management, the primary operational decision-maker. It includes six operating segments: France, with the entities AUSY SA, AUSY Technology SàRL, and Ausy Expertise et Recherche SàRL Belux, with the entities Ausy Belgium and Ausy Luxembourg Northern Germany with the entities AUSY GmbH and ELAN AUSY GmbH Southern Germany with the entity Pentasys AG the United States with Ausy North America Inc. and Celerity IT LCC others including: o Spain (AUSY Servicios de Ingeniera SL) o United Kingdom (AUSY UK Private Ltd) o India (AUSY Technologies India Private Limited) o Tunisia (AUSY Tunisie) o Singapore (Ausy Energy Private Ltd) o Switzerland (HUTAC SàRL) o Romania (Ausy Technologies SRL) 19

20 o Sweden (Mobytech Consulting AB) Segment information is presented in the table below: At 30 June 2016 in k France Belux Southern Germany Northern Germany United States Other TOTAL Turnover Net earnings for the financial ye Segment assets Deferred tax assets Amortisation/depreciation of seg Fixed asset acquisitions Headcount At 31 December 2015 in k France Belux Southern Germany Northern Germany United States Other TOTAL Turnover Net earnings for the financial ye Segment assets Deferred tax assets Amortisation/depreciation of seg Fixed asset acquisitions Headcount At 30 June 2015 in k France Belux Southern Germany Northern Germany United States Other TOTAL Turnover Net earnings for the financial ye Segment assets Deferred tax assets Amortisation/depreciation of seg Fixed asset acquisitions Headcount Tax expense The income tax expense is recognised for each interim period on the basis of the best estimate of the weighted average annual tax rate expected for the entire annual period. At 30 June 2016, this weighted average annual tax rate (ratio of tax to earnings before taxes) was estimated at 24.2%, for its corporate tax component, namely 3.4 M. The difference between the statutory tax rate applicable in France and this effective rate comes essentially from the recognition of the CVAE (company value-added contribution) in Income Taxes in accordance with the definition given by the IFRIC of a tax falling within the scope of IAS 12 as well as the non-taxable nature of the CICE and the CIR. 20

21 5. Dividends Ausy distributed no dividends over the period. 6. Goodwill The components of goodwill, shown as a change and according to geographical area, are as follows: In k Other: Translation Opening 31 December 2015 Regulation adjustments revision Goodwill Impairment Net goodwill Goodwill Impairment Net goodwill conclusion France Belux Northern Germany Southern Germany Spain United States Romania Total Net Value The change in this item is related to the revision of the amount of the earn-out debt (to be settled in 2017) and the consideration of currency translation differences. The goodwill allocation period ends for the United States and Romania during the second half of The analyses conducted by the Group will therefore continue over the second half of 2016, and the goodwill allocation may therefore change in the consolidated financial statements closed at 31 December 2016 if a new event were to modify the current analysis. The group performs goodwill impairment tests at the cash-generating unit level each year by using cash-flow projections. These tests are performed at the end of the year. Given that no evidence of loss of value was detected over the period, these tests were not performed early. 21

22 7. Intangible fixed assets Changes in intangible fixed assets (gross values, amortisation, and net values) are as follows: In k Opening 31 Dec Acquisitions Disposals Allocations for the fiscal year Changes in exchange rates Reclassification and scrapping Closing 30 June 2016 Research expenses Concessions, patents, and similar rights Acquired software, internal use Other intangible fixed assets Total intangible fixed assets Amortisation on research expenses Amortisation on concessions, patents, and similar rights Amortisation on acquired software Amortisation on other intangible fixed assets Total Amortisation on Intangible Fixed Assets Research expenses Concessions, patents, and similar rights Acquired software, internal use Other intangible fixed assets Total Net Value Property, plant and equipment Changes in tangible fixed assets (gross values, depreciation, and net values) are as follows: In k Opening 31 Dec Acquisitions Disposals Allocations for the fiscal year Changes in exchange rates Reclassification and scrapping Closing 30 June 2016 Buildings #NOM? #NOM? #NOM? #NOM? General fixtures and facilities Transportation equipment Office and IT equipment Furniture Total Property, plant and equipment #NOM? #NOM? #NOM? #NOM? Depreciation/impairment on buildings #NOM? #NOM? #NOM? #NOM? Depreciation of general fixtures and facilities Depreciation on transport equipment Depreciation on office & IT equipment Depreciation on furniture Total Depreciation on Property, plant and equipment #NOM? #NOM? #NOM? #NOM? Buildings #NOM? #NOM? #NOM? #NOM? General fixtures and facilities Transportation equipment Office and IT equipment Furniture Total Net Value #NOM? #NOM? #NOM? #NOM? 22

23 9. Other current assets In k 30 Jun Dec Jun 2015 Other receivables Suppliers - Advances and deposits paid Due from staff and social agencies Government, debit balances (excluding corporate tax) Accrual accounts Total: Other current assets Marketable securities and cash In k 30 Jun Dec Jun 2015 Sub-total: Marketable securities and other investments - - Sub-total: Cash at bank and in hand Total: Marketable securities and cash assets Equity At 30 June 2016, the Company s capital was composed of 5,198,001 shares with a value of one euro each versus 4,896,110 at 31 December It consists of only one share class: ordinary shares. 23

24 12. Financial debts Current debts Non-current debts Closing 30 June 2016 Opening 31 Dec In k < 1 year > 1 year - - Bond loans - non-current Bond derivative Borrowing from credit inst. - share Other borrowing and similar debts - non-current Accrued interest on borrowing - non-current Other Loans and financial debts Provisions In k Opening 31 Dec Change through reserves Allocations for the financial year Writeback Writeback (prov. used) Writeback (prov. not used) Changes in exchange rates Reclassification in debt Closing 30 June 2016 Provisions for pensions and retirement Total Non-current provisions Provisions for litigation * Other provisions for contingencies and expen Total Provisions for contingencies Total provisions * The provisions for litigation pertain to labour disputes (87%) and commercial disputes (13%). The provision for retirement was determined using the following parameters: 31 Dec June 2016 Discount rate 2,03% 1,05% Wage increase rate 1,64% 1,64% Inflation rate 0,17% 0,20% Retirement age 65 years 65 years 14. Other current liabilities In k 30 Jun Dec Jun 2015 Customers - Advances and deposits received Debt on acquisition of current assets Due to staff and social agencies VAT and other taxes payable Other debt Accrual accounts Total: Other current liabilities

25 15. Other operating income and expenses The amount of other operating income and expenses is broken down as follows: In k 30 Jun Dec Jun 2015 Other operating income, miscellaneous Fees relating to the CIR -78 Expenses related to relocations, unused premises, and reorganis Expenses related to acquisitions of subsidiaries IFRS 2 expenses Goodwill impairment URSSAF audit Amortisation on customer relations -221 Other Other operating expenses

26 IV. Statutory Auditors report Statutory Auditors report on the half-yearly financial information AUSY S.A. Period commencing 1 January 2016 and ending 30 June 2016 Dear Shareholders, Pursuant to the assignment entrusted to us by your General Meeting and in application of Article L III of the French monetary and financial code, we carried out the following tasks: the limited review of the summary consolidated half-yearly financial statements of Ausy S.A., relating to the period from 1 January 2016 to 30 June 2016, as attached to this report; verification of the information provided in the half-yearly activity report. These summary consolidated half-yearly financial statements were prepared under the responsibility of the Board of Directors. It is our duty, on the basis of our limited review, to express our conclusion on these financial statements. 1 Conclusion on the financial statements We conducted our review in accordance with the professional standards applicable in France. A limited review primarily consists in talking with the executives in charge of accounting and financial matters and in implementing analytical procedures. This approach is less extensive than that required for an audit performed under the professional standards applicable in France. Consequently, the assurance that the accounting statements, taken as a whole, are free of any material misstatements obtained from a limited review is a moderate assurance, lower than that given by an audit. On the basis of our limited review, we did not discover any material misstatements likely call into question the compliance of the summary consolidated half-yearly financial statements with IAS 34 an IFRS standard as adopted in the European Union relating to interim financial reporting. 26

27 2 Specific verification We also verified the information provided in the half-yearly activity report commenting on the summary consolidated half-yearly financial statements covered by our limited review. We have no matters to report as to their fair presentation and consistency with the summary consolidated half-yearly financial statements. Paris and Paris La Défense, 28 September 2016 The Statutory Auditors Grant Thornton French Member of Grant Thornton International KPMG Audit Division of KPMG S.A Solange Aïache Partner Xavier Troupel Partner 27