2013 half year financial report
Transcription
2013 half year financial report
2013 half year financial report ALTEN, a French société anonyme (joint stock company) with equity of 33,277,563.71 Euros Head office: 40 avenue André Morizet - 92100 Boulogne Billancourt Listed in the Nanterre Trade and Companies Register under No. 348 607 417 -1- Contents 2013 half year financial report ............................................................................................................. 3 1. ACTIVITY REVIEW .............................................................................................................................................. 3 2. FINANCIAL REVIEW .......................................................................................................................................... 4 3. RELATED PARTY TRANSACTIONS .................................................................................................................... 5 4. EVENTS SINCE 30 JUNE 2013 ........................................................................................................................... 5 5. MAIN RISKS AND UNCERTAINTIES IN THE SECOND HALF OF 2013 ............................................................. 5 6. OUTLOOK .......................................................................................................................................................... 5 Consolidated half-year accounts................................................................................ ..................... 7 Statutory Auditors' report on half-year financial information.................... .................................. . 38 Declaration by the person in charge of the half-year financial report................. ..................... . 39 -2- 2013 half year financial report 1. ACTIVITY REVIEW 1.1. Alten activity: ALTEN is European leader in Engineering and Technology Consulting. The Group carries out design and research projects for the Technical and Information Systems divisions of major customers in the industrial, telecoms and service sectors. Alten operations are divided into two business lines: · Technology Consulting and Engineering (TCE), which accounts for 71% of revenues · Information systems, Networks and Telecoms (SIRT) activity which accounts for 29% of revenues. At the end of June 2013 Alten had 15,790 staff members, of whom 88% are high-level engineering consultants. Alten generated 62.2% of its business in France and 37.8% internationally, primarily in Europe. 1.2. Highlights in the first half of 2013: Alten activity remained dynamic in the first half of the year despite a contracting market. Activity increased by 2.5% in the first half of 2013 (-0.3% in France; +7.6% outside France). On a like-for-like basis and despite two fewer business days than in the first half of 2012, activity increased by 1.6% (-0.3% in France; +5% outside France). Organic growth would have amounted to +3.4% on a like-for-like basis regarding the number of business days. Aerospace, Energy and Rail remained the most dynamic sectors. Internationally, activity growth (+5% on a like-for-like basis) was driven primarily by Germany (+23.1%) and Italy (+11.8%). In contrast, Belgium, Spain, the Netherlands and Sweden posted a contraction compared to the first half of 2012. In Spain the significant downturn posted in the first two quarters (-15%) can be attributed to the sharp drop in public sector business, even though engineering activity posted an increase. -3- 2. FINANCIAL REVIEW The consolidated accounts presented in this document were approved by the Board of Directors at its 24 September 2013 meeting. 2.1. Income statement (IFRS): Revenue Revenue amounted to €613.8 M compared to €598.7 M at 30 June 2012, i.e., a 2.53% increase. On a like-for-like basis, activity increased by 1.61%: - 0.3% in France and +5% internationally. The first half of 2013 had two fewer business days than the same period in 2012. Organic growth would have amounted to 3.4 % on a like-for-like basis regarding the number of business days. Operating Profit on Activity Operating profit amounted to €53.8 M, i.e., 8.8% of revenue compared to €59 M, i.e., 9.9% of revenue in June 2012. In France the operating margin on activity posted a slight contraction from 8.4% of revenue in June 2012 to 7.6% of revenue in June 2013. The contraction can be attributed primarily to the fewer number of business days (-2) and an increase between contracts that was partially offset by CICE. Internationally, the operating margin on activity posted a slight contraction from 12.5% of revenue at 30 June 2012 to 10.7% of revenue at 30 June 2013. The adverse calendar effect which also affected international activity, along with the drop in revenue in some countries, caused profitability to fall. Operating income from ordinary activities Operating income amounted to €53.8 M after factoring in payments in shares. Operating income After booking non-recurring income, operating income amounted to €54 M, i.e., 8.8% of revenue. Net earnings, Group share After deduction of the financial result of €-0.7 M, of the tax burden of €18 M and the results of equity-method companies, net earnings, Group share, amounted to €36.2 M, i.e., 5.8% of revenue, a 6.4% contraction compared to the previous year(€38.7 M). 2.2. Consolidated balance sheet items and financial movements The financial structure of the Alten Group is very robust and has not changed compared to June 2012. Under assets, non-current assets amounted to 33% of the overall balance sheet, consisting primarily of goodwill (24.6%). Current assets excluding cash assets consisted primarily of accounts receivable and trade notes, which amounted to 57% of the balance sheet. Under liabilities, the group had significant shareholder equity (€456.7 M) amounting to 56.6% of the overall balance sheet. The group has no debt. After payment of dividends amounting to €32.2 M, the group has net cash assets of €50.6 M. The group's gearing (net debt / equity ratio) amounted to -11%. Alten therefore complied with all of its bank covenants. -4- In the first half of 2013 the Alten group generated cash flow of €56.9 M, a 6.3% contraction compared to the previous year (€60.6 M). The DSO ratio in the first half of the year contracted from 102 days at the end of June 2012 to 100 days at the end of June 2013. Free cash flow amounted to €26.5 M, i.e., 4.3% of revenue. Cash asset production therefore remained satisfactory despite adverse seasonal factors affecting activity at the end of June. Treasury movements on investments amounting to €- 7 M concerned primarily the financing of: · Tangible and intangible fixed assets (fittings, software licenses) amounting to €– 6.3 M · Financial fixed assets (securities and collateral; AFS stock) amounting to €– 14 M · External growth and additional costs on acquisitions totalling €83,000. Treasury movements on financing operations amounted to €– 7.5 M and consisted primarily of the payment of dividends totalling €32.2 M financed by the use of current financial liabilities (€18.4 M) and capital increases from the exercise of stock options (€6.8 M). Consequently, net cash asset variation amounted to €11.5 M according to IFRS. Net cash assets at 30 June 2013 amounted to €50.6 M (€17.4 M at 30 June 2012). 3. RELATED PARTY TRANSACTIONS There were no related party transactions in the first half of 2013. 4. EVENTS SINCE 30 JUNE 2013 - On 17 July 2013 Alten Europe acquired the Belgian company Quasus and its subsidiary in the Netherlands. The Belgian group specialises in business process management, IT project management and IT testing. It has 115 consultants (110 in Belgium and five in the Netherlands). The acquisition makes it possible for the Alten group to consolidate its presence on the Belgian market in particular thanks to synergies with Alten Belgium (€13 M revenue, 115 engineers). - On 24 July 2013 Alten SA acquired the ADDS group, which specialises in life sciences. The ADDS group comprises several companies owned by ADDS Group SAS (2012 revenue: €3.2 M - 30 consultants). 5. MAIN RISKS AND UNCERTAINTIES IN THE SECOND HALF OF 2013 The type and severity of risks incurred by the group have not changed in relation to the risk factors outlined on pages 86 to 89 of the 2012 reference document filed with Autorité des Marchés Financiers on 26 April 2013.. Developments in the economic climate and in particular its impact on activity rates as well as the group's recruitment ability are among the main factors which may affect the business market in the second half of the year. 6. OUTLOOK The European technology consulting market has probably contracted in the first half of 2013 (a contraction in France, BENELUX and Spain), but should resume growth in the second half of the year. Action plans to make the most of the economic recovery at the end of 2013 and in 2014 have been implemented in this semester. -5- Between contract contraction and expected improvement in operating margin in the second half of the year. Alten is optimistic about its continued growth: France: moderate growth with a significant recovery from the second half of 2013 onwards, Internationally: more dynamic organic and external growth. Challenges will concern: Optimising management of trans-national projects Achieving critical mass (1,500 people) in eastern European countries Implementing targeted, accretive external growth operations. Boulogne Billancourt, 08 October 2013 The Board of Directors -6- ALTEN GROUP 1. HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS .......................................................................................... 8 1.1 1.2 1.3 1.4 1.5 2. CONSOLIDATED FINANCIAL STATEMENTS ............................................................................................................... 9 CONSOLIDATED INCOME STATEMENT ................................................................................................................... 10 STATEMENT OF COMPREHENSIVE INCOME ........................................................................................................... 11 CONSOLIDATED CASH FLOW STATEMENT ............................................................................................................. 12 CHANGE IN CONSOLIDATED SHAREHOLDERS’ EQUITY ........................................................................................ 13 NOTE TO THE HALF-YEAR CONDENSED CONSOLIDATION FINANCIAL STATEMENTS ................................... 15 2.1 2.2 2.2.1 2.2.2 2.2.3 2.2.4 2.2.5 2.2.6 2.3 2.3.1 2.3.2 2.4 2.5 2.6 3. Consolidated financial statements at 30 June 2013 GENERAL INFORMATION ON THE GROUP ............................................................................................................. 16 HALF-YEAR KEY EVENTS ........................................................................................................................................... 16 BUSINESS ................................................................................................................................................................. 16 LEGAL REORGANISATIONS .......................................................................................................................................... 16 CREATIONS ............................................................................................................................................................. 16 DIVIDENDS .............................................................................................................................................................. 17 OTHER INFORMATION ................................................................................................................................................ 17 POST-CLOSING EVENTS .............................................................................................................................................. 17 ACCOUNTING POLICIES ......................................................................................................................................... 18 MANAGEMENT ESTIMATES .......................................................................................................................................... 18 TRANSLATION RATES .................................................................................................................................................. 19 CHANGE OF METHOD ............................................................................................................................................ 20 FINANCIAL RISK FACTORS ...................................................................................................................................... 21 SCOPE OF CONSOLIDATION .................................................................................................................................. 22 DETAIL OF THE CONSOLIDATED FINANCIAL STATEMENTS .................................................................................. 23 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 3.11 3.12 3.13 3.14 3.15 3.16 3.17 3.18 3.19 3.20 3.21 3.22 GOODWILL .............................................................................................................................................................. 24 NON-CURRENT ASSETS AND AMORTISATION ........................................................................................................ 26 EQUITIY-ACCOUNTED STAKES ................................................................................................................................ 27 FINANCIAL ASSETS................................................................................................................................................... 27 CURRENT ASSETS ..................................................................................................................................................... 28 CASH AND CASH EQUIVALENTS............................................................................................................................. 29 NON-CURRENT FINANCIAL LIABILITIES ................................................................................................................... 29 OTHER NON-CURRENT LIABILITIES ........................................................................................................................... 29 CURRENT FINANCIAL LIABILITIES ............................................................................................................................. 29 OTHER CURRENT LIABILITIES .................................................................................................................................... 30 PROVISIONS ............................................................................................................................................................ 30 PAYROLL EXPENSES ................................................................................................................................................. 31 OTHER OPERATING INCOME AND EXPENSES ........................................................................................................ 31 OTHER NON-CURRENT OPERATING INCOME AND EXPENSES .............................................................................. 31 NET FINANCIAL INCOME ........................................................................................................................................ 32 BREAKDOWN OF INCOME TAX EXPENSES ............................................................................................................. 33 OPERATING SEGMENTS .......................................................................................................................................... 34 EARNING PER SHARE............................................................................................................................................... 35 CASH FLOW STATEMENT ......................................................................................................................................... 36 CONTINGENT ASSETS AND LIABILITIES .................................................................................................................... 37 RELATED PARTY TRANSACTIONS ............................................................................................................................ 37 FINANCIAL COMMITMENTS .................................................................................................................................... 37 7 ALTEN GROUP Consolidated financial statements at 30 June 2013 1. HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS 8 ALTEN GROUP Consolidated financial statements at 30 June 2013 1.1 CONSOLIDATED FINANCIAL STATEMENTS (In thousands of euros) ASSETS Notes 2013-06-30 2012-12-31 2012-12-31 updated version published version Goodwill 3.1 199,662 200,572 200,572 Intangible assets 3.2 9,466 10,053 10,053 Property, plant and equipment 3.2 15,832 14,061 14,061 Equity-accounted stakes 3.3 5,773 4,717 4,717 Non-current financial assets 3.4 27,984 26,827 26,827 7,745 9,942 10,192 266,462 266,172 266,422 Tax credits NON-CURRENT ASSETS Trade receiv ables 3.5 418,949 402,753 402,753 Other current assets 3.5 43,888 40,664 40,664 Cash and cash equiv alents 3.6 78,067 66,523 66,523 CURRENT ASSETS 540,904 509,941 509,941 TOTAL ASSETS 807,366 776,113 776,363 LIABILITIES Notes 2013-06-30 2012-12-31 updated version 2012-12-31 published version Share capital 33,277 32,953 Additional paid-in capital 31,811 25,443 25,443 Consolidated reserv es 355,453 310,641 310,091 Consolidated earnings 36,194 78,160 78,168 EQUITY (GROUP SHARE) 456,735 447,197 446,655 996 456 453 457,731 447,652 447,107 MINORITY INTERESTS TOTAL SHAREHOLDERS'EQUITY 32,953 Prov isions 3.11 13,487 12,630 13,424 Non-current financial liabilities 3.7 530 1,517 1,517 Other non-current liabilities 3.8 4,891 5,487 5,487 18,908 19,633 20,428 6,496 NON-CURRENT LIABILITIES Prov isions 3.11 4,143 6,496 Current financial liabilities 3.9 27,218 7,936 7,936 36,904 38,100 38,100 262,462 256,296 256,296 CURRENT LIABILITIES 330,728 308,828 308,828 TOTAL LIABILITIES 807,366 776,113 776,363 Trade payables Other current liabilities 3.10 9 ALTEN GROUP Consolidated financial statements at 30 June 2013 1.2 CONSOLIDATED INCOME STATEMENT (In thousands of euros) REVENUE Purchases consumed Payroll expenses External charges Taxes other than on income Depreciation and amortization Other operating expenses Other operating income Notes 3.17 3.12 3.13 3.13 OPERATING PROFIT ON ACTIVITY Share-based payments PROFIT FROM ORDINARY ACTIVITIES Non-current operating expenses Non-current operating income 3.14 3.14 OPERATING PROFIT Net costs of financial debt Other financial expenses Other financial income Income tax expense 3.15 3.15 3.15 3.16 CONSOLIDATED NET EARNINGS Earnings of equity-accounted companies 3.3 NET OVERALL EARNINGS 2013-06-30 2012-06-30 (*) 613,795 598,654 (47,942) (443,935) (60,243) (3,433) (5,247) (2,454) 3,243 (47,596) (427,991) (57,639) (3,531) (3,677) (3,628) 4,411 53,784 59,003 24 (193) 53,808 58,810 (1,604) 1,783 (1,483) 53,987 57,327 (258) (2,311) 1,823 (17,947) (258) (1,734) 1,918 (19,264) 35,294 37,989 1,044 819 36,338 38,807 144 75 36,194 38,732 Of which: Minority interests Group share Earnings per share in euros (Group share) 3.18 1.12 1.22 Diluted earnings per share in euros (Group share) 3.18 1.11 1.21 (*) As the impact of the change in method relating to the application of IAS 19 (amended) has no significance for the presentation of the income statement, comparative information has not been restated. 10 ALTEN GROUP Consolidated financial statements at 30 June 2013 1.3 STATEMENT OF COMPREHENSIVE INCOME 2013-06-30 (In thousands of euros) 2012-06-30 (*) Net income, Group share Earnings attributable to minority interests 36,194 144 38,732 75 Consolidated net earnings 36,338 38,807 Change in fair value of sellable financial assets Translation adjustments 623 (857) (381) 168 Income and expenses booked directly under equity (234) (213) TOTAL INCOME FOR THE PERIOD 36,104 38,594 Of which: Group share Minority interests 35,960 144 38,519 75 (*) As the impact of the change in method relating to the application of IAS 19 (amended) has no significance for the presentation of the overall result statement, comparative information has not been restated. 11 ALTEN GROUP Consolidated financial statements at 30 June 2013 1.4 CONSOLIDATED CASH FLOW STATEMENT (In thousands of euros) Notes Consolidated net earnings 2013-06-30 2012-06-30 36,338 Earnings of equity-accounted companies Depreciation, amortization and operating prov isions (1,044) (819) 3.19 3,386 2,888 (24) 193 3.16 17,947 19,264 21 15 3.15 258 258 Share-based payments Income tax expenses Capital gains or losses from disposals Cost of net financial indebtedness 38,807 3.3 Financial cost on update and prov isions 5 Gross cash flow before borrowing costs and tax 56,882 60,611 Taxes paid 3.19 (23,007) (14,582) Change in working capital requirements 3.19 (7,315) (16,382) Net cash flow from operating activities 26,560 29,647 Acquisitions of tangible and intangible assets (6,278) (4,832) Acquisitions of financial assets (1,366) (3,143) 83 (16,096) Impact of changes in scope and earn-outs 3.19 Disposals of tangible and intangible assets Reductions in financial assets Net cash flow from investing activities Net financial interest paid Div idends paid to shareholders Capital increase 3.19 Acquisition and disposals of treasury shares 12 23 511 853 (7,038) (23,195) (259) (245) (32,262) (31,823) 6,770 705 (87) 7 (948) (85) Change in current financial liabilities 19,295 32,118 Net cash flow from financing activities (7,491) 677 (487) 233 11,544 7,362 Repayment of long-term financial debt Effect of changes in exchange rates on cash Change in cash position Opening cash 3.6 66,523 59,614 Cash at end of period 3.6 78,067 66,976 11,544 7,362 Change In accordance with IAS 7 identifying bank borrowings and loans with financing activities, the table below shows the change in positive cash flow items (see note 3.6). The Group’s net cash position breaks down as follows: (In thousands of euros) 2013-06-30 2012-06-30 Cash at end of period 78 067 66 976 Bank ov erdrafts (6 496) (6 240) (20 932) (43 307) 50 639 17 429 Bank loans Net cash position 12 ALTEN GROUP Consolidated financial statements at 30 June 2013 1.5 CHANGE IN CONSOLIDATED SHAREHOLDERS’ EQUITY (In thousands of euros) Number of shares in circulation At 31 December 2011 (published version) 31,795,425 Number of shares issued 32,271,677 Capital Additional paid-in capital 32,801 22,708 Change in revised IAS 19 method At 31 December 2011 (updated version) 2011 allocation of earnings Capital increase (1) 31,795,425 32,271,677 32,801 22,708 Translation reserve (9,020) 962 291,144 (9,019) 962 59,536 38,350 38,350 39 Earnings (Gp share) Shareholders' equity 59,552 398,837 (16) (705) 59,536 398,132 (59,536) 0 705 666 (31,823) Other variations (2) (31,823) (621) 2,381 (621) 8 Share-based payments Transactions with shareholders 291,834 Treasury shares (690) Dividends paid to shareholders Treasury shares Reserves 8 193 40,731 38,350 39 666 Total income for the period 27,285 193 8 (775) 185 Earnings attributable to minority interests Profit and income and expenses in shareholders'equity (775) Change in method 185 628 (59,536) (31,538) 78,168 77,578 1,689 1,689 78,168 (4) 77,578 0 625 At 30 June 2012 (updated version) 31,836,252 32,312,408 32,840 23,374 318,283 (9,011) 1,147 78,165 444,796 At 31 December 2011 (updated version) 31,795,425 32,271,677 32,801 22,708 291,144 (9,019) 962 59,536 150,076 150,076 153 2,734 398,132 0 0 2,887 2011 allocation of earnings Capital increase (1) 59,536 Dividends paid to shareholders (31,823) Other variations (3) Treasury shares (31,823) (933) (1,768) (933) (172) Share-based payments Transactions with shareholders (59,536) (172) 279 148,308 150,076 153 2,734 Total income for the period 27,059 279 (172) (59,536) (29,762) 77,578 (775) 185 78,168 1,689 1,689 (775) 185 78,168 77,578 (7) 1,249 78,161 447,197 (78,161) 0 6,693 Earnings attributable to minority interests Profit and income and expenses in shareholders'equity 1,256 Change in method At 31 December 2012 (updated version) 2012 allocation of earnings Capital increase (1) 31,943,733 32,421,753 32,954 25,442 318,894 318,894 324 6,369 1,147 (32,262) Other variations (3) (32,262) (743) (3,090) (743) (86) Share-based payments Transactions with shareholders (9,191) 78,161 Dividends paid to shareholders Treasury shares 318,685 (86) (24) 32,259,537 32,740,647 33,278 31,811 Total income for the period 363,817 (24) (9,277) 623 1,147 0 420,775 (857) 36,194 35,960 1,044 1,044 (857) 36,194 35,960 290 36,194 456,735 Earnings attributable to minority interests Profit and income and expenses in shareholders'equity At 30 June 2013 623 32,259,537 32,740,647 33,278 (1) Capital increases linked to the exercising of stock-options. (2) Effect of scope changes (€ 830,000) and reclassifications. (3) Effect of scope changes involving Anotech Energy France, Anotech Energy UK and Atexis Spain (only in 2012). 13 31,811 364,440 (9,277) ALTEN GROUP Consolidated financial statements at 30 June 2013 Change in shareholders' equity, minority interest share (in thousands of euros) Reserves At 31 December 2011 2011 allocation of earnings Change in scope (1) Earnings 427 38 38 (38) Shareholders' equity (205) Total income for the period 466 (205) 75 75 Change in revised IAS 19 method At 30 June 2012 261 75 336 At 31 December 2011 427 38 466 38 (38) 2011 allocation of earnings Change in scope (1) (248) 2012 earnings (248) 234 Change in revised IAS 19 method 4 234 4 At 31 December 2012 (updated version) 221 234 456 2012 allocation of earnings 234 (234) 0 Change in scope (2) 324 324 72 72 Capital increase Total income for the period At 30 June 2013 851 144 144 144 996 (1) In 2012, the change in scope related to the subscription of minority interests in the capital of ANOTECH ENERGY France, ANOTECH ENERGY UK and ATEXIS SPAIN. (2) In 2013, the change in scope related to the buyout of minority interests in ITEKNA, ANOTECH ENERGY France and ANOTECH ENERGY UK. 14 ALTEN GROUP Consolidated financial statements at 30 June 2013 2. NOTE TO THE HALF-YEAR CONDENSED CONSOLIDATION FINANCIAL STATEMENTS 15 ALTEN GROUP Consolidated financial statements at 30 June 2013 2.1 GENERAL INFORMATION ON THE GROUP The Alten group is the European leader in the Engineering and Technology Consulting (ETC) market. The parent company ALTEN is a joint stock company with a board of directors subject to French law and leads the group of companies. Its head office is located at 40 avenue André Morizet in Boulogne Billancourt (92513). The company was established on 28 October 1988 with a legal term of 99 years. ALTEN carries out design and research projects for the Technical and Information Systems divisions of major customers in the industrial, telecoms and service sectors. Operations are divided into two business lines: Technology Consulting and Engineering (71% of revenue) and Information Systems, Networks and Telecoms (29% of revenue). ALTEN works with its customers through various types of packages: in consulting mode in “work package” mode or in “globalised platforms” (most of these services are rendered with a best effort undertaking and are invoiced according to time spent; fixed-rate projects by which Alten is bound by a results commitment at a fixed rate account for less than 10% of activity). ALTEN has been ISO certified since 1998 and has applied a structural program to the group in particular in implementing CMMI certification processes, strengthening the Structured Projects division with by centres of competencies and systematic training for experienced managers and consultants in “structured project” management. ALTEN has been CMMI 3 level d since 2012. The condensed consolidated accounts presented in this document were approved by the Board of Directors at its 24 September 2013 meeting. Unless stated otherwise, accounts have been drawn up in thousands of Euros. Issuer consolidated accounts have been disclosed in the public area of its website dedicated to users of financial statements: www.ALTEN.fr/finance/informations-financieres-ALTEN.htm. 2.2 HALF-YEAR KEY EVENTS 2.2.1 Business Activity rose by 2.5% compared to June 2012. On a like-for-like basis and despite 2.3 fewer working days compared to the first half of 2012, activity increased by 1.6% (-0.3% in France; +5% abroad). Organic growth would have amounted to 3.4% on a like-for-like basis regarding the number of working days. The main sectors driving growth were Aeronautics, Space and Defence (25.3% of revenue) and Energy and Life Sciences (19.7% of turnover). Originators continued their policy of streamlining approved supplier lists based on (i) multiple competencies and offers in engineering, (ii) the ability to manage global projects and ensure productivity gains, (iii) an international presence and access to offshore / nearshore services. 2.2.2 Legal reorganisations The group implemented the following changes in legal structure in the first half of the year: In France ALTEN SA merged the assets of the B2I company to absorb it. In Sweden X DIN Oresund, X DIN Linkoping and X DIN Stockolm were merged into X DIN AB. 2.2.3 Creations In Spain MI GSO Expertos en Management de Proyetos was established and is wholly-owned by MI GSO SAS. In the United Kingdom Alten Technology Limited was established and is 70% owned by Alten Europe. X DIN AS was established in Norway in April 2013. 16 ALTEN GROUP 2.2.4 Consolidated financial statements at 30 June 2013 Dividends During the first half of 2013 €32.3 million of dividends were paid to ALTEN SA shareholders in respect of financial year 2012. 2.2.5 - An URSSAF audit for ALTEN SA concerning the 2011 and 2012 financial years began at the start of 2013. 2.2.6 - Other information Post-closing events A tax audit concerning ALTEN SA for the 2010, 2011 and 2012 financial years began in July 2013 In Belgium, a technology consulting company was acquired (2012 revenue: €13 M - 115 consultants) Acquisition in Belgium and France of a company specialising in Life Sciences (2012 revenue: €3.2 M - 30 consultants). 17 ALTEN GROUP Consolidated financial statements at 30 June 2013 2.3 ACCOUNTING POLICIES The accounting principles and calculation methods used to draw up the consolidated accounts at 30 June 2013 were the same as those used for the consolidated accounts at 31 December other than the specific provisions stipulated in IAS 34 “Interim Financial Reporting”. The interim financial statements therefore do not include all the requisite information and must be read with reference to the consolidated accounts for the year ending 31 December 2012. The accounting principles and methods used by the ALTEN group for its half-year consolidated financial statements are the same as those used in annual consolidated financial statements for the year ending 31 December 2012. The Group did, however, apply the new mandatory standards and interpretations effective 1 January 2013 to the accounts at 30 June 2013. Only the application of IAS 19 revised “Employee Benefits” had an impact on consolidated accounts. The impact is outlined in section 2.4 – change in method. New mandatory standards and interpretations applicable for the first time by the Group are as follows: Applicable dates: financial years starting 01 January 2013 Standards, amendments or interpretations Rev ised IAS 19- employee benefits Amendement to IAS 1 "Presentation of items of other 01 July 2012 comprehensiv e income (OCI)" Annual improv ements (2009-2011) 01 January 2013 Amendement to IFRS 7 - Disclosure - Offsetting 01 January 2013 financial assets and financial liabilities" The ALTEN Group did not apply in advance the latest standards, amendments and interpretations already published by IASB and adopted at European level for which application was not compulsory on 1 January 2013. 2.3.1 Management estimates The preparation of financial statements in accordance with IFRS standards requires that certain estimates and assumptions be made which may affect the amounts shown in the financial statements. These estimates and assessments are continuously made on the basis of past experience and other factors considered reasonable. The main estimates made by management in drawing up the consolidated position are stated in the 2012 reference document on page 170. The current, rapidly changing economic climate makes an understanding of the outlook for the group's activity more complex; the uncertainty inherent in some estimates may be amplified, particularly with regard to forecasts of results and treasury movements. 18 ALTEN GROUP 2.3.2 Consolidated financial statements at 30 June 2013 Translation rates Foreign currency translation rates are given below: 2013-06-30 Country Currency Average price 2012-06-30 Price at year- Average 2012 financial year Average CHF 1 = EUR 0.813107 Great Britain GBP 1 = EUR 1.174853 1.166589 1.215805 1.239465 1.232878 1.225340 Romania RON 1 = EUR 0.22767 0.2242 0.227770 0.224653 0.224313 0.224997 United States USD 1 = EUR 0.761342 0.764526 0.771129 0.794281 0.777847 0.757920 Poland PLN 1 = EUR 0.239343 0.230542 0.235610 0.235361 0.238986 0.245459 Czech Republic CZK 1 = EUR 0.038914 0.038537 0.039732 0.039002 0.039768 0.039760 Sweden SEK 1 = EUR 0.117238 0.11393 0.112594 0.113989 0.114854 0.116523 India INR 1 = EUR 0.01383 0.012867 0.014791 0.014261 0.014571 0.013782 Brazil BRL 1 = EUR 0.3747 0.346033 0.414062 0.387777 0.398451 0.369877 Nigeria NGN 1 = EUR 0.004806 0.004729 0.004782 0.004853 0.004878 0.004855 China CNY 1 = EUR 0.123011 0.124564 0.124579 0.121644 Hong Kong HKD 1 = EUR 0.098128 0.098544 0.101207 0.097790 Canada CAD 1 = EUR 0.749327 0.729182 0.778220 0.761209 Norway NOK 1 = EUR 0.132937 0.126831 19 end 0.831255 price 0.829655 Price at year- end 0.810504 Switzerland price 0.830013 Price at year- end 0.828363 ALTEN GROUP Consolidated financial statements at 30 June 2013 2.4 CHANGE OF METHOD The group has applied the IAS 19 revised “Employee Benefits” standard since 1 January 2013. In accordance with IAS 8 “Accounting Policies, changes in accounting estimates and errors”, the accounts for the financial year ending 31 December 2012 were restated as if the standard had been applied at 1 January 2012. The impact of this change in method is outlined below: 2012-12-31 ASSETS (in thousands of euros) Goodwill (published version) 2012-12-31 change of method (updated version) 200,572 200,572 Intangible assets 10,053 10,053 Property, plant and equipment 14,061 14,061 Equity-accounted stakes 4,717 4,717 Non-current financial assets 26,827 26,827 Tax credits 10,192 -250 9,942 NON-CURRENT ASSETS 266,422 -250 266,172 Trade receiv ables 402,753 402,753 Other current assets 40,664 40,664 Cash and cash equiv alents 66,523 66,523 CURRENT ASSETS 509,941 0 509,941 TOTAL ASSETS 776,363 -250 776,113 LIABILITIES (in thousands of euros) Share capital Additional paid-in capital 2012-12-31 (published version) 2012-12-31 (updated version) change of method 32,953 32,953 25,443 25,443 Consolidated reserv es 310,091 550 310,641 Consolidated earnings 78,168 -8 78,160 EQUITY (GROUP SHARE) 446,655 542 447,197 453 3 456 447,107 545 447,652 13,424 -795 12,630 MINORITY INTERESTS TOTAL SHAREHOLDERS'EQUITY Prov isions Non-current financial liabilities 1,517 1,517 Other non-current liabilities 5,487 5,487 NON-CURRENT LIABILITIES 20,428 -795 19,633 CURRENT LIABILITIES 308,828 0 308,828 TOTAL LIABILITIES 776,363 -250 776,113 20 ALTEN GROUP Consolidated financial statements at 30 June 2013 2.5 FINANCIAL RISK FACTORS Liquidity risk · A prudent liquidity management plan involves keeping a sufficient level of liquid assets, having financial resources through appropriate credit facilities and being able to settle one's positions on the market. The Group maintains financial flexibility through €170 million of available, confirmed but unused credit facilities (at financial year end) of which €150 million was confirmed in December 2012 under the “club deal” for a maximum period of three years, and €21.5 million of short-term unconfirmed lines of credit that are renewable annually. The club deal imposes the follow ratios which must be complied with every six and twelve months (and for the first time at 30 June 2013) for as long as the contract is in effect and advances are in use: - Ratio 1 - "Consolidated net financial debt / Operating income from consolidated activity". This ratio must be less than 2.1. Ratio 2 - “Consolidated net financial debt / Improved Shareholder Equity”. This ratio must be less than 0.7. At 30 June 2013, these banking ratios were adhered to. · Credit risk Credit risk is the financial loss risk in the event that a customer fails to honour its contractual obligations. The group does not have any major concentration of credit risks. See note 3.5 Current assets – breakdown of the accounts receivable portfolio by account age. · Interest rate variation risks The interest rate risk to which the group is exposed arises from the club deal implemented in December 2012 and which is indexed to Euribor for the interest period in question. It therefore incurs an exchange rate risk based on changes in the reference index. Due to the structure of its financing, the Group has not implemented interest rate hedging. At 30 June 2013 the credit line was exercised to the extent of €20 M. · Exchange risks Most operations are implemented within each domestic market, which means that the exchange risk affecting movements between different currency zones remains limited. As the risk is limited, the group has not implemented exchange risk hedging. 21 ALTEN GROUP Consolidated financial statements at 30 June 2013 2.6 SCOPE OF CONSOLIDATION The percentage of interests and control set forth below include firm or conditional commitments to dispose of minority interests, even if the disposals are not yet completed, in accordance with IFRS-3 and IAS 27 as revised. France Basis of consolidation (*) % d'interest % control FC FC FC FC FC FC FC FC FC FC FC FC FC FC FC FC FC 100.00 99.70 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 51.00 100.00 80.00 100.00 99.70 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 51.00 100.00 80.00 Basis of consolidation (*) % d'interest % control Country of operation ANOTECH ENERGY UK FC 100.00 100.00 Great Britain ALTEN LTD FC 100.00 100.00 Great Britain MI-GSO LTD FC 100.00 100.00 Great Britain ALTEN TECHNOLOGY LTD FC 70.00 70.00 Great Britain ALTEN BELGIUM ALTEN SPAIN ATEXIS SPAIN MI GSO EMP SPAIN ALTEN NEDERLAND ALTEN DDA ORION ELITYS SWITZERLAND SA ALTEN SWITZERLAND SARL ALTEN CONSULTING SARL ALTEN ITALIA MI-GSO GMBH ALTEN TECHNOLOGY GMBH ATEXIS GMBH FC FC FC FC FC FC FC FC FC FC FC FC FC FC 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 Belgium Spain Spain Spain The Netherlands The Netherlands The Netherlands Switzerland Switzerland Switzerland Italy Germany Germany Germany ALTEN GMBH FC 100.00 100.00 Germany BARDENHEUER IMP POLAND ITEKNA POLSKA ALTEN SI TECHNO ROMANIA ATEXIS SRL X DIN AB X-DIN INC X-DIN AS ALTEN INDIA CALSOFT LABS INDIA CALSOFT LABS INC. (USA) ANOTECH DO BRASIL ANOTECH NIGERIA ALTEN CANADA SESAME GROUP BEIJING SESAME GROUP LIMITED (*) FC: Full consolidation FC FC FC FC FC FC FC FC FC FC FC FC FC FC FC FC 100.00 100.00 65.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 65.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 Germany Poland Poland Romania Romania Sweden United-States Norway India India United-States Brazil Nigeria Canada China Hong Kong Company name ALTEN SA (1) ALTEN SIR ALTEN TRAINING CENTER ALTEN SUD-OUEST MI-GSO ALTEN CASH MANAGEMENT ALTEN EUROPE ELITYS CONSULTING PEGASE SI ATEXIS FRANCE ALTEN AEROSPACE AVENIR CONSEIL FORMATION ANOTECH ENERGY France HPTI ALTEN SIR GTS ID.APPS APTECH SAS (*) FC: Full consolidation (1) Consolidating entity Siret no. 34860741700055 40035788500021 35390354500062 40419144700048 38054561600050 48011617700019 48016830100012 48420799800010 48484024400012 43904555000019 48761023100019 40246017400038 49304667600018 49967035400012 52190314600012 52910153700015 53296422800011 Abroad Company name 22 ALTEN GROUP Consolidated financial statements at 30 June 2013 3. DETAIL OF THE CONSOLIDATED FINANCIAL STATEMENTS 23 ALTEN GROUP Consolidated financial statements at 30 June 2013 3.1 GOODWILL Goodwill allocated by country breaks down as follows: In thousands of Euros GreatFrance GROSS VALUE 2011-12-31 Earn-out adjustments 105,410 Britain 5,087 The Netherlands Belgium 3,104 Spain 12,824 27,514 Germany Poland Italy 18,127 7,783 Romania 1,389 Sweden United-States 16,582 China Total 6,347 204,166 (33) (33) Acquisitions (1) 2,230 10,693 3,282 16,205 3,282 220,339 Reclassifications 2012-12-31 Earn-out adjustments (3) 105,377 5,087 3,104 12,824 27,514 20,357 (2,115) Acquisitions (2) 7,783 1,389 27,275 6,347 971 (1,144) 209 25 234 20,567 996 Reclassifications 2013-06-30 103,262 5,087 3,104 GreatFrance IMPAIRMENTS Britain 12,824 27,514 7,783 1,389 27,275 6,347 3,282 219,428 The Netherlands Belgium Spain Germany Poland Italy Romania Sweden United-States China Total 2011-12-31 10,468 3,852 2,573 1,929 600 344 19,766 2012-12-31 10,468 3,852 2,573 1,929 600 344 19,766 2013-06-30 10,468 3,852 2,573 1,929 600 344 Impairments Impairments 0 GreatFrance NET VALUES Britain 0 0 0 0 0 19,766 The Belgium Netherlands Spain Germany Poland Italy Romania Sweden United-States China Total 2011-12-31 94,942 1,235 3,104 12,824 24,941 16,198 7,183 1,044 16,582 6,347 2012-12-31 94,909 1,235 3,104 12,824 24,941 18,428 7,183 1,044 27,275 6,347 3,282 200,572 2013-06-30 92,794 1,235 3,104 12,824 24,941 18,638 7,183 1,044 27,275 6,347 3,282 199,662 996 184,400 (1) In 2012: a. Acquisition of three companies in Sweden (X DIN Oresund, X DIN Services Stockholm and X DIN Services Linkoping). The acquisition was completed for approximately €15 M without earn-out. b. Acquisition of engineering operations in Germany and of two companies in China. (2) In 2013: Acquisition in December 2012 of 65% of the equity of the Polish company Itekna, which has been consolidated effective 1 January 2013. (3) Price reduction in the implementation of a liability guarantee (IFRS 3). 24 ALTEN GROUP Consolidated financial statements at 30 June 2013 The group conducts value tests annually or when value loss indicators emerge. Tests conducted at 30 June 2013 for UGTs with value loss indicators indicated that the redeemable value of assets exceeded the net book value. Consequently, no value loss was booked at 30 June 2013. The weighted actual cost of capital for the country and perpetual growth rate used at 30 June 2013 were the same as those at 31 December 2012. In light of the contraction in activity in Spain (-14.9% of revenue compared to 30 June 2012), Spain is the most sensitive UGT to variations in assumptions. The results of sensitivity tests are summarised below: Country Spain Goodwill (****) Test (*) WACC margin + 1 point 24,941 3,001 -1,820 (*) At constant growth rate (2 %) (**) At constant discount rate (10,16 %) (***) At constant growth rate and discount rate (****) Test margin : v alue in use - goodwill v alue 25 (**) 1 % growth rate (***)Normative profit on activity - 1 point -148 -1,172 ALTEN GROUP Consolidated financial statements at 30 June 2013 3.2 NON-CURRENT ASSETS AND AMORTISATION In thousands of Euros PROPERTY, PLANT AND 2011-12-31 Change in scope TOTAL EQUIPMENT INTANGIBLE ASSETS GROSS VALUE 27,632 37,845 (2,486) 1,018 65,477 (1,468) Exchange rate v ariations (10) 41 31 Acquisitions and transfers 4,834 7,405 12,238 (275) (4,359) (4,634) 29,694 41,950 71,644 0 (153) Div estments and disposals (1) 2012-12-31 Change in scope Exchange rate v ariations (23) (130) Acquisitions and transfers 1,115 5,417 6,532 (75) (1,475) (1,550) 30,711 45,762 76,473 Div estments and disposals (1) 2013-06-30 PROPERTY, PLANT AND DEPRECIATION AND AMORTISATION EQUIPMENT INTANGIBLE ASSETS 2011-12-31 17,774 25,236 43,011 (159) 655 497 (3) 55 53 2,303 6,053 8,355 Change in scope Exchange rate v ariations Prov isions and transfers (2) (275) (4,111) (4,386) 19,641 27,889 47,530 (18) (73) (91) Decreases 2012-12-31 TOTAL 0 Change in scope Exchange rate v ariations Prov isions and transfers Decreases 2013-06-30 1,697 3,555 5,253 (75) 21,245 (1,441) 29,930 (1,516) 51,175 PROPERTY, PLANT AND NET VALUES (3) INTANGIBLE ASSETS EQUIPMENT TOTAL 2011-12-31 9,857 12,609 22,466 2012-12-31 10,053 14,061 24,114 2013-06-30 9,466 15,832 25,298 (1) Concerns mainly the scrapping of fittings as a result of a business transfer. (2) The increase in depreciation charges was mainly due to the purchase of fixtures and fittings with a shorter useful life than in previous years. PROPERTY, PLANT AND (3) Including financial leases: INTANGIBLE ASSETS EQUIPMENT TOTAL At 2011-12-31 1,426 606 2,032 At 2012-12-31 1,223 796 2,018 At 2013-06-30 1,121 779 1,899 26 ALTEN GROUP Consolidated financial statements at 30 June 2013 3.3 EQUITIY-ACCOUNTED STAKES (In thousands of Euros) Amount At 31 December 2011 3,027 Profit for the year 1,689 At 31 December 2012 4,717 Profit for the year 1,044 Change of method (IAS-19 rev ised standard) 12 At 30 June 2013 5,773 3.4 FINANCIAL ASSETS (In thousands of euros) Note Financial assets Financial assets Loans and at fair value at fair value receivables at through income through equity amortised cost statement Total financial assets at 2011-12-31 18,681 Financial assets available for sale 20,239 398,251 59,614 Other long-term assets Total non-current financial assets 20,239 476,545 20,239 4,105 Deposits and guarantees Total 4,105 2,483 2,483 6,588 26,827 Trade receivables 3.5 402,753 402,753 Other current assets (*) 3.5 5,398 5,398 Cash and cash equivalents 3.6 Total current financial assets Total financial assets at 2012-12-31 20,239 Financial assets available for sale 20,660 66,523 66,523 408,151 66,523 474,674 414,739 66,523 501,501 20,660 Deposits and guarantees 5,039 5,039 Other long-term assets 2,285 2,285 7,324 27,984 418,949 Total non-current financial assets 20,660 Trade receivables 3.5 418,949 Other current assets (*) 3.5 3,418 3,418 78,067 78,067 Total current financial assets 422,366 78,067 500,433 20,660 Total financial assets at 2013-06-30 * (Excluding tax and social security receivab les and prepaid expenses). 429,690 78,067 528,417 Cash and cash equivalents 3.6 27 ALTEN GROUP Consolidated financial statements at 30 June 2013 Stocks available for trading included the following equity investments: Company Fair value at opening % Acquisition (disposal) AUSY 9.42% 7,656 X-ANGE 5.96% 3,365 SMART TRADE 4.19% 634 Change in fair value Impairment (206) Fair value at closing 1,227 8,883 (604) 2,555 Revenue 163,910 634 n.a Shareholders Net 'equity earnings Comments 87,134 2,979 2013-06-30 28,540 (4,936) 2012-12-31 14,701 711 2013-03-31 In the process of PHOEBE INGENICA 19.00% 0 0 PHINERGY LTD 16.52% 8,391 8,391 MISCELLANEOUS Total 193 5 20,239 -202 liquidation 1,747 (3,615) 2012-12-31 198 0 622 20,660 One investor acquired a stake in the equity of Phinergy in April 2013. After the operation the stake held by Alten Europe was diluted from 19.49% to 16.52%. Stock value was not impacted given the parities kept for the capital increase reserved for the investor. Valuation levels for financial assets remained unchanged compared to 2012. 3.5 CURRENT ASSETS (In thousands of euros) 2013-06-30 2012-12-31 TRADE RECEIVABLES Gross v alue 425,085 Impairments (6,137) (6,643) 418,949 402,753 Total 409,396 OTHER CURRENT ASSETS Inv entory Social security receiv ables Tax receiv ables 143 77 1,443 1,845 29,934 27,254 Other receiv ables 4,130 11,693 Impairments of other receiv ables (855) (6,373) Prepaid expenses Total 9,094 6,167 43,888 40,664 The following table presents the breakdown of the portfolio of trade receivables by age of the account: (In thousands of €) 2013-06-30 Unmatured Less than 6 months 2012-12-31 6 months to More than 1 1 year year Balance Unmatured Less than 6 months 6 months to More than 1 1 year year Balance TRADE RECEIVABLES Gross v alue 366,177 Prov isions NET VALUES 366,177 51,185 2,656 5,067 425,085 (141) (952) (5,044) (6,137) 51,044 1,704 23 418,948 28 343,934 343,934 56,135 4,358 4,969 409,396 (617) (1,115) (4,911) (6,643) 55,518 3,243 58 402,753 ALTEN GROUP Consolidated financial statements at 30 June 2013 Based on its experience and given its trade debt collection policies, the Group estimates that the level of impairment for the financial year is adequate for the risks incurred. 3.6 CASH AND CASH EQUIVALENTS (In thousands of euros) 2013-06-30 2012-12-31 Marketable securities Cash and equivalents 20,678 57,389 13,034 53,489 Total 78,067 66,523 Marketable securities are valued at fair value. They comprise treasury investment funds and term accounts with maturity of under three months. Income from investment funds was not significant. 3.7 NON-CURRENT FINANCIAL LIABILITIES (In thousands of euros) Other loans and related debs 2013-06-30 2012-12-31 440 450 Deposits and guarantees receiv ed Total 90 1,066 530 1,517 3.8 OTHER NON-CURRENT LIABILITIES (In thousands of euros) 2013-06-30 Earn-outs 2012-12-31 421 Social security debt 4,317 Deferred tax liabilities Total 4,153 574 914 4,891 5,487 3.9 CURRENT FINANCIAL LIABILITIES (In thousands of euros) Bank loans (1) Other loans and related debts Ov erdrafts Employee profit-sharig Total 2013-06-30 2012-12-31 20,000 492 621 6,496 7,086 231 229 27,218 7,936 (1) The €20 M increase was the draw-down of the club deal credit line. 29 ALTEN GROUP 3.10 Consolidated financial statements at 30 June 2013 OTHER CURRENT LIABILITIES (In thousands of euros) Social security debt Tax liabilities 76,139 Earn-outs Other liabilities Deferred income Total 3.11 2013-06-30 2012-12-31 139,098 130,920 87,867 336 676 34,165 22,694 12,723 14,139 262,462 256,296 PROVISIONS (In thousands of euros) Corporate Commercial Miscellaneous Retirement disputes (2) disputes risks benefits 3,644 1,444 5,083 6,604 1,980 At 2011-12-31 (updated) Change in scope TOTAL 16,776 Exchange rate v ariations Prov isions for the financial year (1) 4,125 353 1,932 (1,149) (919) (141) Rev ersals (surplus prov isions) (533) (822) (2,478) At 2012-12-31 (updated) Change in scope 6,088 57 4,397 1,358 308 176 (2,684) (16) (907) Rev ersals (prov isions used) Exchange rate v ariations Rev ersals (prov isions used) Rev ersals (surplus prov isions) (622) (9) (50) At 2013-06-30 4,139 339 3,616 2013-06-30 1,492 2012-12-31 1,260 NON-CURRENT PROVISIONS (In thousands of euros) Commercial disputes Miscellaneous risks Retirement benefits 17 12 2,443 2,774 9,536 8,583 13,487 12,629 2013-06-30 2,647 2012-12-31 4,829 323 45 Miscellaneous risks 1,173 1,622 Total 4,143 6,496 2013-06-30 13,487 2012-12-31 12,629 Total CURRENT PROVISIONS (In thousands of euros) Corporate disputes Commercial disputes (In thousands of euros) Total non-current prov isions (3,832) 8,583 19,125 0 Prov isions for the financial year (In thousands of euros) Corporate disputes 8,390 (2,209) Total current prov isions Total liabilities and expenses provisions 30 4,143 6,496 17,630 19,125 952 2,793 (3,608) (681) 9,535 17,630 ALTEN GROUP Consolidated financial statements at 30 June 2013 (1) In 2012 the increase in miscellaneous risks resulted primarily in a provision for restoration of premises subject to a lease terminated at the end of the year and a provision for restructuring (see note 3.14) (2) Labour disputes concerned individually insignificant amounts. 3.12 PAYROLL EXPENSES At 30 June 2013 personnel charges including the CICE can be broken down as follows: (In thousands of euros) Salaries and benefits 2013-06-30 2012-06-30 (439,264) (418,547) Corporate disputes 2,296 Retirement benefits Taxes lev ied on wages Employee profit sharing Total 3.13 399 (758) (1,000) (5,166) (4,889) (1,042) (3,953) (443,935) (427,991) OTHER OPERATING INCOME AND EXPENSES (In thousands of euros) 2013-06-30 2012-06-30 Expenses Prov isions for impairments Losses on unrecov able receiv ables Prov isions for long-term contingencies Book v alue of fixed assets sold Other expenses Total expenses (669) (1,323) (1,246) (1,531) (483) (519) (33) (58) (23) (197) (2,454) (3,628) Income Rev ersal of prov isions for receiv ables 2,208 2,756 Rev ersal s of prov isions for long-term contingencies 1,012 1,632 12 23 Proceeds from sale of fixed assets Other income 11 Total income 3.14 3,243 4,411 OTHER NON-CURRENT OPERATING INCOME AND EXPENSES (In thousands of euros 2013-06-30 2012-06-30 Expenses Restructuring costs (1) Costs linked to the acquisition of new companies (1,402) (615) (19) (525) Tax (URSSAF) adjustment (343) Disputes and litigation costs (183) Total expenses (1,604) (1,483) Income Repayment of social and taxes claims 810 Settlement agreement on prev ious acquisition 973 Total income 1,783 31 0 ALTEN GROUP Consolidated financial statements at 30 June 2013 (1) Costs generated by limited adaptation measures related to the decline in the economic environment (short time work, workforce reduction, site consolidation, etc.). This item concerned primarily the costs incurred and provisioned in Spain, Belgium and the Netherlands. 3.15 NET FINANCIAL INCOME (In thousands of euros) 2013-06-30 Bank interest charges (473) Interest on lease-financing agreements 2012-06-30 (397) (9) (12) Cost of gross financial indebtedness (482) (409) Income from loans and receiv ables 224 150 Proceeds from the disposal of marketable securities 0 1 (258) (258) Foreign exchange losses (1,668) (1,491) Other financial expenses (449) (207) Cost of net financial indebtedness Abandonment of financial receiv ables (30) Financial update expenses 0 0 (194) (5) (2,311) (1,734) 1,636 1,801 Other financial income 187 117 Other financial income 1,823 1,918 Financial prov isions Other financial expenses Foreign exchange gains Other net financial income and expenses (488) 184 NET FINANCIAL INCOME (747) (74) 32 ALTEN GROUP 3.16 Consolidated financial statements at 30 June 2013 BREAKDOWN OF INCOME TAX EXPENSES (In thousands of euros) 2013-06-30 2012-06-30 Net Earnings : Group and minority interests Earnings of equity-accounted companies Impairment of goodwill Stock-options Income tax expense Pre-tax earnings 36,338 (1,044) 0 (24) 17,947 53,217 38,807 (819) 0 193 19,264 57,447 Tax rate of the consolidating company Theoritical income tax charge Specific tax 3% on paid dividends Additional contribution 5% Difference in tax rate versus foreign companies Tax credits (apprenticeships, family, grants, etc.) Research tax credits (CIR and CICE) * Unactivated deferred tax assets CVAE (value added tax) reclass. Other permanent differences 34.43% 18,324 968 145 (1,444) (279) (2,911) 639 3,327 (822) 34.43% 19,781 0 309 (1,568) (392) (2,246) 68 3,232 81 Tax expense recognised 17,947 19,264 Effective income tax rate 33.72% 33.53% 1,850 16,097 17,947 514 18,751 19,264 Income tax distribution Deferred taxes Income tax payable Total (*) Non-taxable income The amount of recognised deferred taxes related to tax losses carried forward equalled €€1.5 (€5.5 M in base) at 30/06/2013. 33 ALTEN GROUP 3.17 Consolidated financial statements at 30 June 2013 OPERATING SEGMENTS In accordance with IFRS 8 – Operating segments, the financial information disclosed herein after equates to the information used by the principal operating decision-maker (the chairman) internally to assess the performance of segments. (In thousands of euros) 2013-06-30 France Revenue Inter-segment and intra-group neutralisation Net revenue Operating profit on activity Rate of Operating profit on activity/ revenue for the segment Profit from ordinary activities Operating profit Earnings of Consolidated Entities PROFIT Abroad 2012-06-30 TOTAL France Goodwill Workforce at Year End Cash at end of period (2) Financial liabilities (3) Net investments for the period France Abroad TOTAL 400,497 261,771 662,268 418,718 223,266 641,984 833,055 457,159 1,290,214 (29,568) (48,473) (35,841) (7,489) (43,330) (75,374) (16,831) (92,205) 381,592 28,953 232,203 24,831 613,795 53,784 382,877 32,081 215,777 26,922 598,654 59,003 757,681 67,129 440,327 53,457 1,198,009 120,586 7.6% 10.7% 8.8% 8.4% 12.5% 9.9% 8.8% 12.1% 10.1% 28,977 29,326 17,160 18,204 24,831 24,661 18,135 18,135 53,808 53,986 35,294 36,338 31,888 32,012 19,978 20,797 26,922 25,315 18,011 18,011 58,810 57,328 37,989 38,807 66,850 68,427 43,244 44,933 53,457 47,953 33,469 33,469 120,307 116,380 76,713 78,402 France 93,073 Abroad 106,589 2012-06-30 TOTAL France 199,662 Impairment over the financial year Equity-accounted stakes (1) TOTAL (18,905) 2013-06-30 (In thousands of euros) Abroad 2012-12-31 94,892 Abroad 100,151 0 2012-12-31 TOTAL France 195,043 Abroad TOTAL 94,909 105,663 200,572 0 5,773 9,115 48,555 26,382 6,675 29,512 1,367 5,773 15,790 78,067 27,748 3,846 9,160 35,241 49,758 6,340 31,735 1,090 3,846 15,500 66,976 50,847 4,717 9,300 38,332 8,402 6,650 28,191 1,051 4,717 15,950 66,523 9,453 2,872 4,166 7,039 5,959 17,236 23,194 9,008 24,958 33,966 (1) see note 3.3 (2) see note 3.6 (3) see notes 3.7 and 3.9 Given the Group’s diverse customer portfolio, no customer represents more than 10% of consolidated sales as of 30 June 2013. 34 ALTEN GROUP 3.18 Consolidated financial statements at 30 June 2013 EARNING PER SHARE (In euros) 2013-06-30 Earnings Weighted average number of shares Earnings per share (In euros) Earnings 2012-06-30 36,194,503 38,732,323 32,203,964 31,814,569 1.12 1.22 2013-06-30 2012-06-30 36,194,503 Dilutive effect of stock warrants 38,732,323 (50,964) Diluted earnings 36,194,503 38,681,359 Weighted average number of shares 32,203,964 31,814,569 393,054 245,999 32,597,018 32,060,568 Effect of dilutions Weighted average number of shares after potential dilution Diluted earnings per share 1.11 There are no non-dilutive instruments. 35 1.21 ALTEN GROUP 3.19 Consolidated financial statements at 30 June 2013 CASH FLOW STATEMENT Changes in depreciation, amortisation and provisions net of reversals 2013-06-30 2012-06-30 Amortisation of intangible assets 1,595 862 Depreciation of property, plant and equipment 3,288 2,538 (1,496) (512) 3,386 2,888 Impairment of goodwill Provisions for risks and expenses Total Breakdown of taxes paid 2013-06-30 2012-06-30 1,968 8,088 Payments made (24,974) (22,672) Total (23,007) (14,584) Repayments received Breakdown of cash flows on working capital requirement 2013-06-30 2012-06-30 Changes in net WCR - customers (7,199) (14,401) Changes in net WCR - suppliers (1,980) 219 1,863 (2,200) (7,315) (16,382) Changes in net WCR - other receivables and operating payables Total Impact of changes in scope and earn-outs 2013-06-30 2012-06-30 Acquisitions of consolidated subsidiaries 68 (17,673) Cash from new consolidated subsidiaries 15 1,830 (253) Cash from deconsolidated subsidiaries Total 83 Capital increase 2013-06-30 2012-06-30 6,692 Share options exercised (16,096) 705 Cancellation of treasury shares Issue of stock warrants 77 Subscription to the capital of new companies Total 6,770 36 705 ALTEN GROUP 3.20 Consolidated financial statements at 30 June 2013 CONTINGENT ASSETS AND LIABILITIES Contingent assets A group company has disputed the adjustment implemented by URSSAF (concerning €7 M). No contingent asset has been booked accordingly pending the court's ruling. Contingent liabilities The group has a dispute with a minority partner in a subsidiary. The overall claim by the plaintiff, which is disputed by ALTEN, amounts to approximately €2 million. The resolution date has not been specified. The amounts which the group considers payable are booked in the consolidated accounts as goodwill under assets and as debts under liabilities in accordance with IFRS. 3.21 RELATED PARTY TRANSACTIONS Compensation allocated to company officers No significant variation occurred in the first half of 2013 with regard to compensation disclosed at 31 December 2012. 3.22 FINANCIAL COMMITMENTS No significant variation occurred in the first half of 2013 with regard to compensation disclosed at 31 December 2012. 37 Statutory Auditors' report on half-year financial statements ALTEN - 1 January 2013 to 30 June 2013 Dear Shareholders, In order to carry out the assignment entrusted to us by your General Shareholder Meeting and pursuant to article L. 451-1-2 III of the French Monetary and Financial Code, we have undertaken the following: • A limited examination of the consolidated and condensed half-year financial statements of the ALTEN company for the period from 1 January 2013 to 30 June 2013 which are attached to this report • A verification of the information provided in the half-year activity report. The consolidated, condensed half-year statements were drawn up under the responsibility of the board of directors. Our role is to express an opinion on these financial statements based on our limited examination. 1 Findings concerning financial statements We have carried out our limited review in accordance with professional standards applicable in France. A limited examination or review entails primarily discussions with executives tasked with the accounting and financial aspects and implementing analytical procedures. These tasks are less extensive than those required for an audit carried out in accordance with professional standards applicable in France. Consequently, assurance that financial statements taken as a whole does not contain any significant anomalies resulting from a limited examination must remain moderate and less broad than what would result from an audit. Based on our limited examination, we have not identified any significant anomalies which may bring into question the compliance of the condensed half-year consolidated financial statements with IAS 34, the standard in IFRS adopted in the European Union concerning interim financial disclosures. Without questioning the finding stated above, we would like to draw your attention to note 2.4 "Change in method" for the notes to the condensed consolidated half-year financial statements that outlines the effects of applying IAS 19 "Employee Benefits" amendments as of 1 January 2013. 2 Specific verification We also verified the information stated in the half-year activity report with comments on the condensed consolidated half-year financial statements covered by our limited examination. We have no matters to report with regard to the fairness and consistency of this information against the consolidated financial statements. Paris, 08 October 2013 The Statutory Auditors Grant Thornton Cabinet Dauge & Associés French member of Grant Thornton International Laurent Bouby Christian Laplane Partner Partner - 38 - Declaration by the person responsible for the halfyear financial report "I hereby certify that to the best of my knowledge the condensed financial statements for the past half year have been drawn up in accordance with applicable accounting standards and provide a fair reflection of the assets, financial situation and results of the company and of all the companies included in the consolidation process and that the half-year activity report provides a reliable overview of the major events occurring in the first six months of the financial year, their effect on accounts and of the main uncertainties for the remaining six months of the financial year. " Paris, 08 October 2013 Simon AZOULAY Chairman and Managing Director - 39 -