2015 financial report half-yearly · sapmer group financial statement 30 june 2015 page 3 1st half...

FINANCIAL REPORT

HALF-YEARLY

20

15

MANAGEMENT REPORTpage 3 - 1ST HALF MANAGEMENT REPORT

FINANCIAL STATEMENTSpage 4 - CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEpage 5 - CONSOLIDATED STATEMENT OF FINANCIAL POSITIONpage 6 - CONSOLIDATED CASH FLOW STATEMENTpage 7 - CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITYpages 8 to 12 - NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUM

MA

RY

MANAGEMENT REPORT 30 JUNE 2015

CHAPTER 1

SAPMER GROUP Financial Statement 30 June 2015

Page 3

1st HALF MANAGEMENT REPORT CONSOLIDATED INCOME STATEMENT 1ST HALF (1ST JANUARY– 30TH JUNE) “2015 first half saw the first effects of the strategic changes implemented 6 months ago, being reflected in the accounts. The EBITDA improved by almost €2m compared to half year 2014 and the level of net income stabilized, despite:

A shift in the unloading of two toothfish vessels (the equivalent of about €5m less revenues this semester)

A 10% drop in whole tuna prices compared to the previous year, taking into account the low point reached in March-April 2015 and,

A change in the loss carryforwards accounting treatment which was used in 2014. Helped by the savings on the cost of Diesel, the improvements in the management of the upstream and downstream operations and the focus on premium products for the value enhancing activity are beginning to gradually bear fruit” commented Adrien de Chomereau, CEO.

In millions of euros – IFRS

2015 2014

Revenues 45.1 46.5

EBITDA 2.3 0.4

Operating Income (EBIT) (1.2) (3.0)

Financial Income (1.7) (2.4)

Income before tax (2.9) (5.4)

Income tax (0.6) 1.6

Net Income Group share (3.5) (3.7)

REVENUES

During 2015 1st half, Sapmer achieved revenues at €45.1m, with a slight decrease of 2.9%. Revenues are subject to a favorable context for the southern seas fishing activity (toothfish and rock lobster) and reflect the still difficult conditions of the tuna activity low cycle. OPERATIONAL PROFITABILITY Lower costs on both activities, including the decrease in the price of Diesel for the fishing activity and the processing and logistics cost reductions for the value enhancing activity, enable the EBITDA to improve to €2.25m against €0.42m during first half 2014. After taking into account the depreciation, stable compared to first half 2014, and the financial income that benefits from foreign exchange gain, the income before tax amounted to €-2.8m against €-5.4m in first half 2014. The company records €0.6m of deferred taxes that led to a loss of €-3.5m. Sapmer continues the implementation of its tuna activity improvement plan.

FINANCIAL STATEMENTS 30 JUNE 2015

CHAPTER 2


Page 4

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME January 1, 2014 to June 30, 2015

In thousands of euro N ot e YH1 2015 YH1 2014

Revenues 2.1 45 127 46 521

Change in inventories of f inished goods -2 079 -3 849

Other income 522 249

Total income from activities 43 570 42 921

Cost of purchased materials -15 468 -16 315

Other external purchases -10 050 -10 261

Personnel expenses -12 179 -12 523

Taxes and f ishing licences -2 094 -2 195

Other operating income and expenses, net -1 529 -1 206

EBITDA 1 2 250 420

Depreciation and amortisation -3 426 -3 396

EBIT 2 .2 -1 176 -2 976

Cost of net debt -2 483 -2 626

Other f inancial expenses and income 809 209

Net finance costs -1 673 -2 417

Share in income (loss) of associates 0 0

Income from current operations before income tax -2 849 -5 393

Income taxes -631 1 648

Net profit for the period -3 480 -3 745

Attributable to:

Equity holders of the Company -3 480 -3 745

Non-controlling interests 0 0

Earnings per share (basic) in EUR 4.0 -0,99 -1,07

Earnings per share (diluted) in EUR -0,99 -1,07

Weighted average shares outstanding (basic) 3 498 598 3 497 598

Weighted average shares outstanding (diluted) 3 516 698 3 516 698

STATEMENT OF COMPREHENSIVE INCOME

In thousands of euro YH1 2015 YH1 2014

Net profit for the period -3 480 -3 745

Currency translation differences 0 0

Effective portion of gains and losses on cash f low hedge instruments 817 513

Deferred tax on other elements of comprehensive income 0 0

Other comprehensive income for the period, net of tax 817 513

Total comprehensive income for the period -2 663 -3 233

Attributable to:

Equity holders of the Company -2 663 -3 233


1 EBITDA: Operating income before depreciation and amortisation.


Page 5

CONSOLIDATED STATEMENT OF FINANCIAL POSITION As of 30 June 2015

In thousands of euro N ot e 30.06.2015 31.12.2014

Property, plant and equipment 125 124 126 203

Goodw ill 0 0

Other intangible assets 1 872 2 029

Investments in associates 0 0

Financial assets and other receivables 4 604 4 503

Deferred tax asset 0 0

Derivative f inancial instruments 7.0 16 48

Total non-current assets 131 617 132 783

Inventories 12 757 15 049

Trade accounts receivable 15 009 17 583

Prepaid expenses and other current assets 3 589 4 696

Current income tax assets 576 439

Derivative f inancial instruments 0 0

Cash and cash equivalents 5.0 2 248 1 969

Total current assets 34 179 39 736

Assets classified as held for sale 0 0

Total assets 165 796 172 519

Share capital 4.0 2 799 2 799

Other reserves 6 762 6 762

Currency translation differences 0 0

Retained earnings 27 291 29 953

Total attributable to equity holders of the Company 36 852 39 514


Total shareholders' equity 36 852 39 515

Borrow ings 6.0 63 600 66 649

Derivative f inancial instruments 7.0 3 863 5 449

Deferred tax liabilities 9 813 8 774

Retirement benefit obligations 2 067 1 922

Provisions for other liabilities and charges 387 387

Other non-current liabilities 0 0

Total non-current liabilities 79 729 83 181

Borrow ings 6.0 21 311 21 149

Derivative f inancial instruments 0 0

Trade accounts payable 16 456 14 753

Current income tax liabilities 0 0

Other current liabilities 11 447 13 921

Total current liabilities 49 214 49 823

Liabilities held for sale 0 0

Total liabilities and shareholders' equity 165 796 172 519


Page 6

CONSOLIDATED CASH FLOW STATEMENT January 1, 2015 to June 30, 2015

In thousands of euro N ot e YH1 2015 YH1 2014

-2 849 -5 393

Income before income tax

3 571 3 532

Increase (decrease) depreciation, amortisation and provisions -329 -175

Gains and losses on variations of fair value 0 0

Non-cash accounting charge for stock options -2 6

Losses (gains) on the disposal of assets 0 0

Other variation w ithout cash impacts 0 1 391

Self-financing cash-flows 391 -641

Change in net w orking capital 4 986 -375

Cost of net debt 2 483 2 626

Net cash provided by operating activities 7 860 1 609

Purchase of property, plant and equipment -2 190 -776

Purchase of intangible assets -5 0

Purchase of f inancial assets 0 -215

Proceeds from sale of property, plant and equipment 8 11

Purchase / sales of investments and financial assets, net 0 0

Net cash provided by investing activities -2 188 -980

Capital increase 0 346

Dividends paid to shareholders 0 -700

Dividends paid to non-controlling interests 0 0

Variations in grants 0 2 000

Proceeds from short and long term borrow ings -3 259 -3 186

Cash repayments of amounts borrow ed -2 516 -2 697

Net cash provided by financing activities -5 775 -4 236

Net increase (decrease) in cash and cash equivalents less bank overdrafts -103 -3 607

Cash and cash equivalents less bank overdrafts at the beginning of the period 1 509 3 939

Cash and cash equivalents less bank overdrafts at the end of the period 1 405 331


Page 7

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY As of 30 June 2015

In thousands of euro Total

N ot e

Balance at 1st January 2014 2 779 6 421 0 41 096 1 50 297

Currency translation differences 0 0 0 0 0 0

Financial instruments 0 0 0 513 0 513

Total income / expense recognised directly

in equity0 0 0 513 0 513

Net profit 0 0 0 -3 745 0 -3 745

Total income recognised in 2013 0 0 0 -3 233 0 -3 233

Net investment 0 0 0 0 0 0

Non-cash accounting charge for stock

options0 0 0 0 0 0

Issue of share capital 19 327 0 0 0 346

Dividends 0 0 0 -700 0 -700

Balance at 30th June 2014 2 798 6 749 0 37 164 1 46 711

Balance at 1st January 2014 2 799 6 762 0 29 953 1 39 515

Currency translation differences 0 0 0 0 0 0

Financial instruments 0 0 0 817 0 817

Total income / expense recognised directly

in equity0 0 0 817 0 817

Net profit 0 0 0 -3 480 0 -3 480

Total income recognised in 2014 0 0 0 -2 663 0 -2 663

Net investment 0 0 0 0 0 0

Non-cash accounting charge for stock

options0 0 0 0 0 0

Issue of share capital 0 0 0 0 0 0

Dividends 0 0 0 0 0 0

Balance at 30th June 2015 2 799 6 762 0 27 290 1 36 852

Shareholders'

equity

Attributable to equity holders of the CompanyNon-

controlling

interestsShareholders

capital

Other

reserves

Currency

translation

differences

Retained

earning


Page 8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS In the financial accounts and the notes all amounts are shown in € Thousands and differences of € +/- 1 thousand are due to rounding.

These consolidated financial statements include SAPMER SA and its subsidiaries; the scope is hereafter referred to as the “Group”.

SAPMER is the historical deep-sea fishing operator in the waters of the French Southern and Antarctic Territories (TAAF) based on the Reunion Island. Having been created in 1947, SAPMER now operates its own fleet of four freezer-longliners for Patagonian Toothfish and a Freezer pot Lobster vessel for Rock Lobster and five tuna purse seiners (on board -40°C deep freeze) for its tuna fishing activity (Yellowfin and Skipjack) in the Indian Ocean.

These consolidated financial statements have not been subject to audit procedures.

1. ACCOUNTING POLICIES

SAPMER interim consolidated financial statements for the six months period ended 30 June 2015 have been prepared according to IAS 34, interim financial reporting standard as adopted by the European Union. As interim consolidated financial statements, they do not include all information required by the International Financial Reporting Standards (IFRS) for the preparation of annual financial statements and should be read in conjunction with the Group consolidated financial statements prepared for the year-end 2014 in accordance with IFRS as adopted by the European Union. The accounting policies applied are consistent with the policies applied in the consolidated financial statements for the year ended 31 December 2014. Standards, amendments and interpretations whose application is mandatory in 2015 The new amendments to the standards and interpretations whose application is mandatory from January 1st 2015 do not have an impact on the consolidated financial statements of the Group:

IFRS 1, First-time Adoption of IFRS;

IFRS 3, Business Combinations;

IFRS 13, Fair Value Measurement;

IAS 40, Investment Property;

IAS 19 (revised norm), Retirement and Employee Benefits.

Seasonality The comparability of the yearly and half-yearly accounts can be affected by the seasonal nature of the Group. Taxes Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings. The tax rate of 33.33% was used for the calculation of deferred taxes related to the companies of the Group for the year 2015. Deferred tax assets are recognised if there is a high probability of allocation of tax burdens on future tax results. Estimates The preparation of the consolidated financial statements in conformity with IFRS requires the consideration by the Management of assumption and estimates that affect the reported amounts of assets and liabilities on the balance sheet, and the liabilities mentioned on the annex, as well as the revenues and liabilities of the income statement. It is possible that the final amount may differ from the estimates and assumptions retained. Significant estimates and assumptions are identical to those described in the notes to the consolidated financial statements for the year ended December 31, 2014.

2. SEGMENT INFORMATION 2.1 PRODUCTION

Revenues include the sale of captured and value enhanced fish, storage services and value enhancing services for third parties.

€ Thousand YH1 2015 YH1 2014

Fishing activities 38 956 33 753

Value enhancing 6 171 12 768

Total Revenues 45 127 46 521


Page 9


Japan 6 083 12 297

Other Asia 14 487 14 899

Reunion and Mauritius 3 201 5 012

North America 5 080 3 665

Europe 9 851 8 034

Seychelles 2 887 2 451

Others 3 538 165

Total Revenues 45 127 46 521 Other income includes:

- Reimbursement of insurance ; - Non-group vessel construction services 2.2. EBIT BY OPERATING SEGMENT


Fishing activities 799 1 285

Value enhancing -1 975 -4 261

Total EBIT -1 176 -2 976

3. STAFF NUMBERS

Number of staff YH1 2015 YH1 2014

Officers 73 98

Crew 326 347

Total Seafaring 399 445

Management 15 15

Office staff 9 6

Employees 42 41

Total Land based 66 62

Total staff 465 507

4. SHAREHOLDERS’ EQUITY Share capital: The number of shares on June 30, 2015 is of 3.5 million at 0.80 € per share. All new shares were paid. Stock-options: Following 11th June 2009 meeting, the board of Directors:

- Granted 52 700 shares giving rights to the purchase of new company shares as part of the company’s share capital increase - Created a strategy ‘2009 SAPMER shares’ which main dates are as follows: 1st possible purchase date on 30 September 2009, possible sale date

01 July 2013, last possible purchase date 31 July 2015 before it becomes void.

Movements in the number of share options outstanding are as follows:

Number of options 30.06.15 31.12.14

At beginning of the

year 18 100 42 600

Options granted - -

Options exercised - - 24 500

Options expired - -

At the end of the year 18 100 18 100

Dividends: The board of Directors following the AGO meeting of 30 June 2015, did not authorise the distribution of dividends.


Page 10

Profit per share:

YH1 2015 YH1 2014

Net profit -3 480 -3 745

Basic

Weighted average shares outstanding 3 498 598 3 497 598

Earnings per share (basic) in € -0.99 -1.07

Diluted

Weighted average shares outstanding 3 516 698 3 516 698

Earnings per share (diluted) in € -0.99 -1.07

5. CASH AND CASH EQUIVALENTS AND BANK OVERDRAFTS/NET DEBT

€ Thousand 30.06.15 31.12.14

Cash in hand 2 248 1 969

Cash & cash equivalents 2 248 1 969

Bank overdrafts -843 -460

Cash and cash equivalents less bank overdrafts 1 405 1 509

€ Thousand 30.06.15 31.12.14

Borrow ings 84 911 87 798

Borrow ings - Liabilities directly linked to assets

classified as held for sale-4 141 -4 119

Cash & cash equivalents -2 248 -1 969

Net debt 78 523 81 709

6. BORROWINGS Variation of borrowings during the period:

30.06.15 31.12.14

At beginning of year 87 338 91 864

Exchange differences 0 0

Accrued interest payable -33 -48

Changes to debts w ith associates 22 -67

Scope change 0 0

Proceeds from borrow ings 0 2 000

Repayment of borrow ings -3 259 -6 411

At end of year 84 068 87 338

Bank overdrafts 843 460

Total Borrowings 84 911 87 798 The breakdown of loans between fixed rate and floating rate and by currency:


Page 11

The breakdown of loans between fixed rate and floating rate and by currency:

€ Thousand 30.06.15 31.12.14

Loans by type of rate

Fixed rate 27 569 28 561

Floating rate 54 633 56 901

Before hedging transactions 82 202 85 462

Fixed rate 80 202 83 462

Floating 2 000 2 000

After hedging transactions 82 202 85 462

Loans by currency

Euros 82 202 85 462

Other currencies 0 0

Loans by currency 82 202 85 462

7. FINANCIAL INSTRUMENTS The financial instruments used by the Group are primarily intended to cover the risks related to its business and its assets. The Group centralises its risk management of exchange, interest and financial instruments. Derivative financial instruments are recorded under the following titles and amounts:

€ thousand 30.06.15 31.12.14

Interest rate risk Assets: Non-current 16 48

current

Liabilities : Non-current 3 863 5 449

current

Currency risk Assets: Non-current

current 0 0

Liabilities : Non-current

current

TOTAL -3 847 -5 402

8. FINANCIAL COMMITMENTS Contingent liabilities over borrowings

€ thousands 30.06.15 31.12.14

Guarantees given (guarantees and deposits) 75 75

Reciprocal commitments (buy-back of vessel and/or shares of SPV) at the end of the tax exemption period 41 524 41 524

Guarantees given - Guarantee Sapmer SA over TPSIO borrow ing 0 2 250

Guarantees given - credit lines 3 500 3500 The Group granted a mortgage in favour of lending institutions in order to secure the payment of loans. On June 30, 2015, although the total amount of the mortgages registered with the authorities are mentioned above, the amount that can be called is limited to the capital and interests effectively outstanding by the Group, under the loans covered by these mortgages. Financial commitments

€ thousands 30.06.15 31.12.14

Bank loans secured by ship mortgages 1 723 1 723

Bank loans secured over building and assets 62 287 62 287

Bank loans secured by ship mortgages and covenants 33 900 33 900

Total 97 910 97 910


Page 12

9. POST-CLOSING EVENTS None

10. RELATED-PARTY TRANSACTIONS The group is controlled by the company SAPMER HOLDING PTE. LTD itself owned at more than 90% by Jaccar Holdings SA. SAPMER HOLDING PTE. LTD owns at 30 June 2015, 89.21% SAPMER SA’s shares. Transactions between the company and its subsidiaries, which are related parties, were eliminated on consolidation and are not reported in this note. The transactions with the companies holding SAPMER SA’s shares such as SAPMER HOLDING PTE. LTD, the Mauritian subsidiaries of SAPMER HOLDING or the companies in which certain members of management have significant influence, are as follows:

€ Thousand 30.06.15 31.12.14

Income statement

Supplies (equipment, bates, etc. for fishing vessels)

104 Other income

-102

Financial income 31 61

Supplies (equipment, bates, etc. for fishing vessels) -31 -205

Rent -10 -19

Support management services provided to the related party -2 162 -6 730

Commissions -30 -30

Balance Sheet

Trade accounts receivables due by a related party 1 920 251

Loans due by a related party 6 720 6 273

Trade accounts payables due to a related party 2 124 753

Loans due to a related party 4 938 7 117

11. CONSOLIDATION SCOPE 2015 The companies included in the consolidation scope are listed in the table below:

Company Location % of interest Consolidated method

SAPMER SA (*)

Reunion Island Parent Full consolidation

LES ARMEMENTS REUNIONNAIS SAS (*)

Reunion Island 100% Full consolidation

ARMAS PÊCHE SAS (via SOPARMA) (*)


SOPARMA SAS (*)


ARMEMENT SAPMER DISTRIBUTION SARL (*)

Reunion Island 99.6% Full consolidation (*)Companies with the French corporate tax unit

SOCIÉTÉ ANONYME (PUBLIC LIMITED COMPANY) TO BOARD OF DIRECTRS WITH A CAPITAL OF 2 798 878.40 €DARSE DE PÊCHE - B.P. 2012 - 97823 LE PORT - REUNION ISLANDTELEPHONE: +262 (0)2 62 42 02 73FAX: +262 (0)2 62 42 03 85350.434.494 RCS SAINT-DENIS

WWW.SAPMER.COM

2015 financial report half-yearly · sapmer group financial statement 30 june 2015 page 3 1st half...

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