I.- Financial statement at 30 June (In thousands of euros)

Transcription

1 THERMADOR GROUPE Société anonyme (PLC) capital 29,246,400 Head office : SAINT QUENTIN FALLAVIER (Isère). Parc d'activités de Chesnes, 80 rue du Ruisseau R.C.S. Vienne. Condensed consolidated half yearly statements at 30 June 2010 I.- Financial statement at 30 June (In thousands of euros) Assets 30/06/ /06/ /12/2009 Non-current assets: Consolidated goodwill Intangible assets Tangible assets: Land Buildings Buildings in progress Other tangible assets Other tangible assets in progress Financial investments Deferred tax assets Total non-current assets Current assets: Stock (goods) Trade notes and accounts receivable Corporate tax Other receivables Cash and equivalent Total current assets Total assets Liabilities 30/06/ /06/ /12/2009 Shareholders' equity: Share capital and reserves Retained earnings Net attributable earnings of the period Minority interests Total shareholders' equity Non-current liabilities: Deferred tax liabilities Provisions for retirement indemnities Total non-current liabilities Current liabilities: Credit company loans and debts Current provisions Suppliers and associated accounts Suppliers fixed assets Tax payable 342 Other tax and social liabilities Other liabilities Total current liabilities Total liabilities and shareholders' equity

2 II.- Global consolidated profit statement (In thousands of euros) 1st half st half 2009 Financial Consolidated profit and loss account year 2009 Turnover Other income from activity Purchases consumed Personal charges External costs Taxes Depreciation and amortisation Increase in provisions Other earning, other operating expenditure Current operating profit for the business Charges calculated on allocation of free shares Trading profit Cash flow earnings and equivalent Gross debt burden Taxes Net profit Net attributable earnings Minority interests Earnings per share in euros Net profit per share in euros after dilution Statement of other elements of net overall consolidated profit 1st half st half 2009 Financial year 2009 Net profit Other elements of overall profit Total overall profit Total overall profit Portion of group Total of overall profit allocated to minority interests III.- Cash flow statement (In thousands of euros.) Cash flow statement 30/06/ /06/ /12/2009 Consolidated net profit Plus or minus net depreciation expense and provisions Charges calculated on the allocation of free shares Capital gains or losses from disposals Cash flow provided by operations before net financial cost and taxes Taxes Cash flow provided by operations before net financial cost and after tax Taxes paid Cash flow provided by operations before net financial cost and after tax Change in operating working capital Net cash flow from operating activities Disbursements for property, plant and equipment and intangible assets Due to suppliers of fixed assets Net cash flow from investing activities Dividends paid to shareholders Net cash flows from financing activities Net cash flow Opening cash Closing cash

3 Equity variation statement Capital Reserves linked to capital IV.- Equity variation statement (In thousands of euros) Shares held internally Retained earnings Profits recorded directly as shareholders equity Total group share Minority shareholder Total shareholders' equity At 31/12/ Distribution * Allocation of free shares result At 31/12/ Distribution Allocation of free shares Increase in capital Half year result At 30/06/ * 2009 and 2008 dividend: 6.10 per share. V- Notes to the consolidated statements (In thousands of euros) The condensed consolidated half yearly statements at 30/06/2010 were closed by the Board on July, 27 th ) Authoritative accounting literature: Note 1 - Authoritative accounting literature: In application of European regulation 1606/2002 of July 19th 2002, the consolidated financial statements of Thermador Group are prepared in compliance with International Financial Reporting Standards (IAS/IFRS) as adopted by the European Union on 30/06/2010 and in particular, in application of the IAS34: interim financial information. In application of the IAS 34 standard, only a selection of our explanations is included in the first financial statements, called condensed. With the exception of the points mentioned below, the accounting principles adhered to are identical to those applied for financial statements issued for December 31 st In the financial statement presented below, all compulsory standards and interpretations have been applied; standards that must be applied as of January 1 st 2010, and in particular IFRS3 amended and IAS 27 amended, were not applied to the first half of 2010 and therefore had no impact on the accounts presented below. No standard is applied ahead of time, which in any case would have had no impact on the financial statements. We would remind you, that during the first application of the IFRS, the following options were chosen: operations for grouping companies before 2004 were not reprocessed and the immobilised assets Maintained at the amortised cost were not reassessed. 2) Consolidated subsidiaries: Consolidated subsidiaries are all companies in which Thermador Groupe owns directly or indirectly at least 20 % of the voting rights at 30/06/2010: Name Location Ownership interest (%) Consolidation method Sferaco France % Full consolidation Thermador France % Full consolidation Jetly France % Full consolidation Dipra France % Full consolidation PB Tub France % Full consolidation Isocel France % Full consolidation Sectoriel France % Full consolidation Thermador International France % Full consolidation Thely France % Full consolidation Opaline France % Full consolidation Tagest France % Full consolidation

4 Since December 31st 2009, the scope of consolidation has not been modified and concerns all companies of the Group. 3) Material accounting rules and methods The base method used to assess elements entered into the accounts is the historical cost method except for financial instruments if necessary (short-terms and derivatives) which are assessed at their actual value. Note 2: Consolidated goodwill: The balance sheet includes an item called «consolidated goodwill» for a value of 6,136,000. Depreciation tests (IAS 36) have been run at least once per year for units generating cash flow to which consolidated goodwill has been allocated in compliance with IAS 8 as part of the presentation of sector-based information. These units which generate cash flow were defined on the basis of activity sector criteria. Given the organisation of the Group and the distribution of different professions, units generating cash flow retained by the Group are legal entities: Jetly, Sferaco, Thermador, Dipra, Isocel, Pbtub, Sectoriel, Thermador international plus a separate resources unit made up of Thely, Opaline, Tagest, and Thermador Groupe (cf: note 19). Given the results of the tests as of December 31 st 2009 and the favourable trend for results for the first half of 2010, there have been no depreciation tests on consolidated goodwill at June 30 th Note 3 - Deferred income taxes: Deferred taxes have been calculated for all items on the balance sheet and the P&L account. Corporation tax rate, June 30th 2010: For the results of ordinary activities % Social contribution 0.69 % Charges and costs not deductible from subsidiary dividends* 1.94 % Non-deductible costs and expenses on the cost of allocation of free shares 2.77 % Corporate taxation rate on the profits of ordinary activities % * The Finance Act increased the percentage of non-deductible costs and expenses on the dividends of subsidiaries to 5% which represents a corporate tax charge on future estimated distribution that the subsidiaries will make to Thermador Groupe, of 263,000. Assets and liabilities of deferred taxes are not discounted, and are offset when they relate to the same entity and when they have the same pay-back schedules. Deferred tax assets 30/06/ /06/ /12/2009 Provision for retirement indemnities Thermador international deficit Temporary differences Total Deferred tax liabilities 30/06/ /06/ /12/2009 Goodwill * Goodwill on buildings Income taxes on dividends from subsidiaries Total *The business value appearing on Thermador Groupe s assets is not subject to taxation. Note 4 - Operations in foreign currencies, financial instruments and derivatives Operations in foreign currency are registered with their counter value for the date of the operation. Debts and payables due in foreign currencies appear on the balance sheet with their counter value which applied at the end of the financial year or when the undertakings were made. The difference resulting from the reassessment of debt and credit in foreign currency to the aforementioned rate is included in the P and L statement. Amount of supplier debt at 30/06/2010 in US Dollar (equivalent value in thousands of euros): 5,200 Thermador Groupe uses no financial derivatives for the purposes of speculation.

5 Thermador Groupe uses no financial derivatives for the purposes of speculation. The cover policy is identified for each subsidiary and is not systematic. The financial derivatives used serve only to cover exchange rate variations on the purchase of merchandise in foreign currency. There is no compensation between financial assets and liabilities. At closure, there were no financial instruments entered on the balance sheet since they were used to pay supplier debts in the accounts on June 30th Assets at 30/06/2010 Balance sheet value Fair value Fair value Per result Payables Customers of commercial activities Other debtors Cash flow Total assets Derivatives Liabilities at 30/06/2010 Balance sheet value Fair value Fair value Per result Payables Non-current financial liabilities Suppliers Suppliers fixed assets Other creditors Total liabilities Derivatives Note 5 Provisions for end-of-year bonuses and expenses: On a permanent basis, end-of-year bonuses are paid to employees and along with the charges relating to them and are entered on December 31st as personnel cost, whilst on June 30th, their estimated amount for the first half year is entered as an allocation to provisions to cover future expenses. The allocation for bonuses and expenses for the end of the year on 30/06/2010 was 2,080,000 ( 1,900,000 on 30/062009). Note 6 : Cash and equivalent The liquidities item, equal to 14,886,000, corresponds to the total held in bank accounts. 4) Notes on the balance sheet Note 7 - Fixed assets (in thousands of euros) Fixed assets (note 7) Gross value at the opening of the period Increases Decreases Gross value at the end of the period Goodwill on consolidation Other intangible assets Total intangible assets Land Buildings on own property Buildings in progress Machinery and equipment General installations, fixtures and improvements Office equipment and furniture Other tangible assets in progress Total tangible assets Other investments 4 4 Total investments 4 4 Grand total The property scope includes 150,000m² of land and 59,000m² of buildings (warehouses + offices).

6 The value of our property assets is close to 21million Euros (assessment by Expertise GALTIER, Chemin Moulin Carron 69 Ecully, January 2009) and no indicator of loss of value has been observed since this date. This amount does not include: - Jetly s new building which came into service in January 2009 incurred a construction cost of 9 million Euros. - Land of 15,000 m² purchased in July 2009 (1.4 million Euros) with an industrial building. The factory was demolished at the end of 2009 and is therefore presently a bare plot. - The former Jetly building is being extended in 2010 for an investment of the order of 6 million Euros, of which 3 million appear in the constructions in progress item on June 30 th Note 8 Amortization Amortization (note 8) Value at the opening of the period Increases in the period Decreases and write-offs Value at the end of the period Goodwill on consolidation Other intangible asset items Total intangible assets Land Buildings on own property Machinery and equipment General installations, fixtures and improvements Office equipement and furniture Total tangible assets Grand Total Note 9 Capital stock Capital totals 29,246,400 split into 1,827,900 shares, each with a nominal value of 16. Capital increase completed over the first half year: The Board Meeting of 20 June 2008 had approved the allocation of 87,000 shares, free of charge, to 9 of the group's directors in virtue of the authorisation and powers bestowed upon it by the shareholders' General Assembly on 7 April As the so-called "allocation" period, set at 2 years, had expired and the allocation conditions been met for all of the beneficiaries, during their meeting on 21 June 2010 the Board of Directors approved an increase in capital of 1,392,000 by extracting this sum from "other reserves". Company capital thus rises from 27,854,400 euros to 29,246,400 euros thanks to the issue of 87,000 new and fully paid-up shares with a nominal value of 16 euros each. The 87,000 new shares will be distributed among the 9 directors in question as agreed and free of charge. On 21 June, the 9 beneficiaries signed the shareholder pact drawn up for this operation. There were no stock options. Note 10 Commitments to or operations with partners: The associated parties concern all board members of Thermador Groupe who are more often than not, managers of the main subsidiaries of the Group. There is no commitment or operation with the associated parties apart from elements of earnings and pension commitments mentioned note 18.The Group does not use any assets which belong directly or indirectly to managers or to members of their families. The total gross earnings and all direct and indirect benefits for each Corporate Officer of the Group (including consolidating and controlled companies with regard to of Article of the law on commercial companies) paid for the financial year to members of the Board of Directors on account of their functions total 681,000 distributed as follows:

7 Emoluments of directors ( in thousands of euros) 1st half st half 2009 Financial Year 2009 Guy Vincent Fixed part Mandat social Variable part 79 Total remuneration Marylène Boyer Fixed part Contrat de travail Variable part 66 Total remuneration Emmanuelle Desecures Fixed part Mandat social Variable part 27 Total remuneration Hervé Le Guillerm Fixed part Mandat social Variable part 64 Total remuneration Jean-François Bonnefond Fixed part Mandat social Variable part 70 Total remuneration Eric Mantione Fixed part Mandat social Variable part 49 Total remuneration Guillaume Robin Fixed part 65 Mandat social Variable part Total remuneration 65 Fabienne Bochet Fixed part 39 Mandat social Variable part Total remuneration 39 Xavier Isaac Fixed part 55 Mandat social Variable part Total remuneration 55 Lionel Monroe Fixed part 57 Mandat social Variable part Total remuneration 57 The variable part paid at the end of the year depends on the performance of the company in which the functions are carried out - or on group performance for group-level functions. The Directors do not receive any benefits in kind. Directors fees (thousands of euros) Financial Year 1st half st half Jean-Yves Bouffault Milena Negri 3 6 Commitment to Directors : A retirement commitment concerns the payment of a pension upon retirement as authorised by the Board of Directors of December 19th This payment is calculated in the same way as that paid to managers according to the provisions of article 5 of amendment 1 of the industrywide agreement concerning wholesalers. The amount of compensation registered by June 30th for Board members and Company Managers was 525,000. Note 11 Significant events occurring prior to closure: No significant change in the group s financial or commercial situation has occurred since the end of the financial period. Note 12 Risk assessment. The nature of principal risks was not modified for the first half of 2010; these risks are mentioned in the annual financial report for Note 13 - Legal risks

8 To the company s knowledge, there are no other exceptional items or legal proceedings that may have or may have recently had an impact on the business, the results, the financial situation or on the company s or the group s assets. Note 14- Balance sheet provisions Provisions (note 14) Value at the opening of the period Increase Decrease Value at the end of the period Non-current provisions Provision for deferred tax Provisions for retirement indemnities Total non-current provisions Current provisions Provisions for bonuses and expenses Accrued severance payments Total current provisions Loss provisions Provisions for stocks losses Provision for bad debt Total loss provisions Grand total Of which, uses 200 Note 15- Receivables (in thousands of euros) Receivables (note 15) 30/06/ /06/ /12/2009 Trade receivables Bad debts Corporate tax Other creditors Employees and social security receivables VAT receivables Other receivables Prepaid expenses Total other creditors Total receivables Note 16- Debts (in thousands of euros) Debts (note 16) 30/06/ /06/ /12/2009 Current provisions Trade payables Corporate tax Suppliers fixed assets 342 Tax and social debts Salaries and social security liabilities VAT payables Other tax liabilities Total tax and social debts Other debtors Total debts ) Notes on the P&L

9 Note 17 - Explanation concerning turnover for the first half of 2010: The turnover is made up primarily of sales of goods which are accounted for as of delivery. Distribution of turnover by geographical sector: France 86,980 K, Foreign sales: 6,264 K. Note 18 Personnel charges and charges calculated on distribution of free shares: The Annual General Meeting of April 7th 2008 authorised the Board to proceed with a distribution of free shares to the directors of the Group according to article 83 of the 2005 Finance Law. The IFRS2 charge of this plan at the date of allocation was assessed at 4,813,000, the deduction compared to the stock market value being justified in particular by the obligation imposed upon beneficiaries to keep these shares for a period of 10 years with, in the case of incident along the way, the obligation to sell them back to the company at a 30% discount compared to list price. This amount of 4,813,000 will be divided up over the financial years 2008, 2009 and 2010 (attribution period). The impact on the accounts is as follows: - Year 2008: 1,272,000 prorate annual amount of 4,813,000 attributed to June, 20 th to December 31 st 2008, - Year 2009 : 2,407,000 prorate annual amount of 4,813,000 attributed to January,1st to December 31 st 2009, - At first half year 2010: 1,134,000 prorate annual amount of 4,813,000 attributed to January 1 st to June 20 th ) Information per business area note 19 (in thousands of euros) Units generating cash flow were defined according to business sector criteria for the primary level. Given the organisation of the group and the split between the different professions, units generating cash flow chosen by the group have been made into legal entities: Jetly, Sferaco, Thermador, Dipra, Isocel, Pbtub,, Thermador International and Sectoriel, plus a separate resources unit made up of Thely, Opaline, Tagest and Thermador Groupe. Au 30/06/2009 Pumps Valves Profit and loss account Jetly Sferaco Thermador PB tub Dipra Sectoriel Thermador Isocel Other Pipes made Heating of synthetic accessories materials DIY Motorised valves Boiler manufacturers International resource structures Eliminations Sales Intercompagny sales Net sales Profit before tax Total Au 30/06/2010 Pumps Valves Profit and loss account Jetly Sferaco Thermador PB tub Dipra Sectoriel Thermador Isocel Other Pipes made Heating of synthetic accessories materials DIY Motorised valves Boiler manufacturers International resource Eliminations structures Sales Intercompagny sales Net sales Profit before tax Total 7) Employees note 20 By category 30/06/ /06/ /12/2009 Employees Supervisory staff Management Total By age 30/06/ /06/ /12/2009 From 20 to From 30 to From 40 to Over Total

10 VI.- Half yearly management Report at 30/06/ ) Business, results and financial situation of the group: Turnover progressed 2.9% and net profit as a part of the group by 4.4% with an improvement over the second quarter. According to what we know from the different markets, we are strengthening our positions in France and our development internationally is promising. The financial situation of the group remains very healthy with positive cash flow and no bank loans. 2) Main transactions with associated parties: The main transactions are detailed in note 10 of the notes to the half-yearly statements. 3) Main risks and uncertainties: The main risks are those inherent to the business environment: They have not changed over the first half year, and these risks are mentioned in the annual financial report for ) Prospects for 2010 We remain confident about the development of our group over the long term, but cautious for financial year 2010 because of lack of visibility. VII.- Certification of the author To my knowledge I certify that the condensed consolidated half yearly statements have been drawn up in compliance with prevailing accounting standards and reliably reflect the assets, financial situation and profits of the company and all the companies in the consolidated accounts, and the half yearly management report presents a reliable account of the business trends of the first six months of the year as well as a description of the main risks and uncertainties which those companies face for the six remaining months of the year. Saint Quentin Fallavier, 28th July 2010 Guy VINCENT Board of Directors Chairman VIII.- Statutory auditors report on the interim financial statements This is a free translation into English of the statutory auditors report on the interim financial statements issued in the French language and is provided solely for the convenience of English speaking readers. The report must be read in conjunction and construed in accordance with French law and French auditing professional standards. IAS 34 condensed consolidated financial statements - statutory auditors report on the interim financial statements In accordance with our appointment as statutory auditors by your ordinary general meeting, and in application of article L III of the French monetary and financial code (Code monétaire et financier), we have performed: a limited review of the accompanying interim condensed consolidated financial statements of THERMADOR Groupe for the period from 1 st January, to 30 th June, 2010; verifications on the information provided in the half-yearly management report. These condensed interim consolidated financial statements were prepared under the responsibility of your Board of Directors. Our role is to express our conclusion on these financial statements, based on our limited review. 1. Conclusion on the financial statements

11 We have conducted our limited review in accordance with professional standards applicable in France. A limited review mainly consists of interviewing management in charge of accounting and financial matters and applying analytical procedures. These procedures are less broad in scope that those required for an audit performed in accordance with French auditing standards. Accordingly, a limited review only provides moderate assurance, which is less assurance than that provided by an audit, that the financial statements taken as a whole are free of material misstatements. Based on our limited review, we did not identify any material misstatements that would cause us to believe that the interim condensed consolidated financial statements did not comply with IAS 34, the IFRS standard relating to interim financial reporting adopted by the European Union. Without qualifying the above conclusion, we draw your attention to note 1 to the financial statements related to the compulsory implementation of the new standards. 2. Specific verification We have also verified the information presented in the half-yearly management report commenting on the interim condensed consolidated financial statements that were the subject of our limited review. We have nothing to report with respect to the fairness of such information and its consistency with the interim condensed consolidated financial statements. Saint Etienne and Villeurbanne, 28th July, 2010 The Statutory Auditors : Société stéphanoise d expertise Comptable : Mazars : Anne-Laure SORLIN Frédéric MAUREL