parent company financial statements six months ended march …€¦ · 31-03-2019 · vacalians...
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Bim SAS
Share capital: €3,946,759
Registered office: 54 avenue Marceau, 75008 Paris,
France
Registered in Paris under number 48771928800028
Parent company financial statements
Six months ended March 31, 2019
Bim SAS
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I. Balance Sheet
A. Assets (in euros)
Gross
Depr.,
amort. &
provisions
Net
March 31, 2019
Net
Sept. 30, 2018
Intangible assets 11,000 11,000
Property and equipment 28,906 26,753 2,152 3,118
Long-term investments:
- Investments in subsidiaries and affiliates
733,516,198 14,753,749 718,762,449 677,704,989
- Other long-term investment securities 1,000,000 1,000,000 1,000,000
- Loans 24,015 24,015 474,095
Total fixed assets 734,580,120 14,791,502 719,788,617 679,182,203
Receivables:
- Trade receivables 270,810 270,810
- Other receivables 80,845,007 80,845,007 61,679,318
Cash and cash equivalents:
- Marketable securities 92,978 92,978 69,899,667
- Cash on hand and at bank 9,487,486 9,487,486 60,139,744
Prepaid expenses 13,524 13,524 8,539
Total current assets 90,709,806 90,709,806 191,727,269
Debt issuance costs 1,456,843 1,456,843 2,903,192
TOTAL ASSETS 826,746,770 14,791,502 811,955,267 873,812,665
B. Equity and Liabilities (in euros)
March 31, 2019 Sept. 30, 2018
Share capital 3,946,759 3,946,759
Share premium account 278,168,888 278,168,888
Legal reserve 394,675 394,675
Other reserves 72,265,620 91,784,426
Retained earnings
Profit for the period 2,016,410 30,481,194
Total equity 356,792,354 404,775,943
Provisions for contingencies 4,096,368 1,048,495
Provisions for charges
Total provisions 4,096,368 1,048,495
Borrowings:
- Bonds 163,896,514 292,764,666
- Bank borrowings and overdrafts 164,563,214 170,605,935
- Other borrowings 2,491,573 2,877,734
Operating payables:
- Trade payables 981,153 1,185,422
- Accrued taxes and payroll costs 416,066 482,098
Other payables:
- Amounts due to suppliers of fixed assets 2,172,106
- Miscellaneous payables 116,437,543 72,369
Deferred income 108,375
Total payables 451,066,545 467,988,226
TOTAL EQUITY AND LIABILITIES 811,955,267 873,812,665
Bim SAS
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II. Income Statement (in euros)
Six months ended March 31, 2019 Year ended
Sept. 30, 2018 France Export Total
Net revenue 603,719 603,719 1,079,000 Other income 34,525 96,001
Total operating income 638,244 1,175,001
Other purchases and external charges 4,393,047 4,276,355 Taxes other than on income 110,435 132,507 Wages and salaries 663,226 1,138,809 Payroll taxes 152,521 289,899 Other operating expenses:
Depreciation and amortization expense 1,447,314 1,176,212 Additions to provisions for impairment of fixed assets Additions to provisions for impairment of current assets Additions to provisions for contingencies and charges Miscellaneous expenses 1
Total operating expenses 6,766,545 7,013,785
Operating profit/(loss) (6,128,301) (5,838,783)
Financial income 17,810,881 17,214,597
Income from investments in subsidiaries and affiliates 10,389,806 13,066,220 Income from other long-term investment securities and long-term loans 12,314 70,549 Other interest income 6,507,995 3,519,794
Provision reversals and expense transfers 897,959
555,004
Foreign exchange gains 2 806 3,028 Net gains on sales of marketable securities Financial expenses 9,043,329 15,402,349
Amortization and provisions – financial assets 3,945,548 3,568,284
Interest expense 5,096,851 11,831,615 Foreign exchange losses 930 2,450 Net losses on sales of marketable securities
Net financial income 8,767,551 1,812,247
Profit/(loss) before non-recurring items and tax 2,639,250 (4,026,536)
Non-recurring income 2,677,683 173,924,628 From revenue transactions From capital transactions 934,257 173,924,628 Exceptional provision reversals and expense transfers 1,743,426 Non-recurring expenses 3,300,524 139,416,898 On revenue transactions On capital transactions 3,300,524 139,416,898 Exceptional additions to depreciation, amortization and provisions
Net non-recurring income/(expense) (622,840) 34,507,730
Income tax
Total income 21,126,809 192,314,227
Total expenses 19,110,399 161,833,033
Profit for the period 2,016,410 30,481,194
Bim SAS
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1. GENERAL INFORMATION ABOUT THE COMPANY, KEY FIGURES,
SIGNIFICANT EVENTS OF THE PERIOD AND SIGNIFICANT EVENTS AFTER
THE REPORTING DATE
1.1. General Information about the Company
BIM SAS's corporate purpose is to:
. Carry out any and all transactions and operations involving the purchase, sale, management, subscription or
exchange of French and/or foreign financial assets.
. Acquire ownership interests and direct or indirect stakes in any and all companies or businesses.
. Acquire, allocate, operate, sell or transfer to any company any and all types of moveable and immovable assets.
. Provide any and all administrative, financial, accounting, commercial, IT and/or management services to its direct or indirect subsidiaries.
1.2. Key Figures
- Duration of fiscal period: Six-month interim period, compared with the previous reporting period, which
corresponded to the 12-month fiscal year.
- Total assets: €811,955,267.
- Profit for the period before appropriation: €2,016,410
1.3. Significant Events of the Period
On December 5, 2018, Bim launched a buyback offer for its bonds exchangeable for Elior Group shares, redeemable
in November 2020 and representing an aggregate initial face value of c. €100 million. In view of the number of
bonds tendered to the offer, the Company decided to buy back 5,484,944 bonds for a total €123,520,939, representing
approximately 61.8% of the bonds outstanding. Consequently, the aggregate face value of the bonds outstanding
after the buyback offer amounts to €76,479,069 (corresponding to 3,396,051 bonds). The bonds were bought back at
a unit price of €22.70.
On January 10, 2019, the Company unwound by way of a cash payment a third of Collar 1, which had reached
maturity. This transaction – representing €22,642,400 and covering 1,333,333 shares – generated €5,518,133 in
financial income.
Also on January 10, 2019, Bim received €16,598,517 in funds from a three-year structured loan (“Collar 5”). A total 1,333,333 Elior Group shares have been pledged as collateral for the loan, and a collar has been taken out to hedge their value within a range of 95%-105% of a per-share reference price of €13.5314. The total financing cost came to €309,839, payable in quarterly installments.
On December 17, 2018, Bim sold all of the shares and receivables it held in the Caraux & Associés group.
Following a decision taken at its Annual General Meeting on March 13, 2019, Bim paid a special dividend of
€50 million on March 27, 2019.
1.3.1 Movements in the Company’s Ownership Interest in Elior Group
On December 4, 2018 at the presentation of its annual results, Elior Group announced that it had decided to carry
out a review of its strategic options concerning its concession catering business which could lead to the sale of that
business.
Bim SAS
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In December 2018, Bim SAS purchased 73,493 Elior Group shares, increasing its ownership interest in Elior Group
to 22.66% at March 31, 2019 from 22.62% at September 30, 2018.
At its Annual General Meeting on March 22, 2019, Elior Group’s shareholders set the dividend for the fiscal year
ended September 30, 2018 at €0.34 per share, down on the €0.42 per-share dividend for fiscal 2016-2017.
At this same meeting, Elior Group’s shareholders were given the option of receiving their dividend for fiscal 2017-
2018 either in cash or in the form of new Elior Group shares.
The share price set for the stock dividend was €11.73 (compared with €16.88 for the previous fiscal year),
corresponding to 95% of the average of the share prices quoted over the twenty trading days preceding the date of
the AGM, less the net amount of the dividend. The exercise period for the stock dividend option ran from March 9
to April 8, 2019. Bim SAS did not exercise this option and therefore received a cash dividend of €10,389,806 on April
16, 2019.
The Elior Group closing share price was €11.93 at March 29, 2019, down 10.57% on the €13.34 share price at
September 30, 2018.
1.3.2 Movements in Other Ownership Interests
HOTELS
On March 29, 2019 Bim took up €50,000 worth of shares in each of CHB Invest II and CHB Invest III as part of capital increases carried out by these two companies. Bim's subscription for these shares was paid by offsetting due and payable receivables. In October 2018, Bim SAS increased its shareholder’s loan granted to Collection Bagatel SAS by €8,991,859 in order to finance the repayment of the Hotels business’s bank borrowings.
OUTDOOR HOSPITALITY
On June 20, 2018 an agreement was signed between AMAC’s direct shareholder, Financière de Bel Air, and the
Vacalians group (since renamed Vacanceselect) to sell the AMAC group. The sale was completed on December 4,
2018. As a result of this sale, Bim SAS bought out all of the non-controlling interests in the Outdoor Hospitality
business.
2. SIGNIFICANT EVENTS AFTER THE REPORTING DATE
Having conducted exclusive talks with the private equity fund PAI since March 25, 2019, on April 24, 2019,
Elior Group announced that it had received a binding offer of €1,542 million from PAI for the acquisition of its
concession catering business, Areas.
Bim SAS
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3. BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
The financial statements of Bim SAS for the fiscal year ended March 31, 2019 have been prepared in accordance
with laws and regulations applicable in France as well as French generally accepted accounting principles,
including the principles of prudence and segregation of accounting periods. They are presented on a going concern
basis and accounting policies have been applied consistently from one period to the next.
Accounting entries are based on the historical cost method unless specified otherwise. The main accounting policies
applied by the Company are described below.
All amounts in these financial statements are in euros, unless otherwise specified.
3.1. Fixed Assets
3.1.1. Property and Equipment
Property and equipment are stated at cost, which corresponds to the purchase price of the assets plus incidental
expenses but excluding transaction costs.
Depreciation is calculated by the straight-line method over the estimated useful lives of the assets concerned.
The main depreciation rates applied are as follows:
Property and equipment Depreciation rate
Fixtures and fittings 5% to 10% per year
Furniture 20% per year
3.1.2. Long-Term Investments
Investments in subsidiaries and affiliates and other long-term investment securities
The gross value of these assets corresponds to cost excluding incidental expenses. If their fair value is lower than
their gross value a provision for impairment is recognized. Fair value corresponds to value in use for the Company,
which is determined based on Bim's equity in the underlying net assets of the companies concerned, adjusted where
applicable to take account of their growth and earnings prospects.
3.2. CONSOLIDATION
The financial statements of Bim SAS are fully consolidated in the consolidated financial statements of Sofibim SAS,
which does not issue interim consolidated financial statements.
Sofibim Simplified joint-stock corporation (société par actions simplifiée)
Share capital: €409,517,452.50 Registered office: 54 avenue Marceau, 75008 Paris, France
Registration number: 508 292 083 00021
Bim SAS
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4. NOTES TO THE BALANCE SHEET
4.1. Intangible Assets and Property and Equipment
Intangible assets Sept. 30, 2018 Increase Amortization Disposals March 31, 2019
Gross value 11,000 0 11,000
Amortization (11,000) (11,000)
Net value 0 0 0 0 0
Property and equipment Sept. 30, 2018 Increase Depreciation Disposals March 31, 2019
Gross value 28,906 28,906
Depreciation (25,788) (967) (26,755)
Net value 3,118 0 (967) 0 2,152
4.2. Long-Term Investments
Gross value Sept. 30, 2018 Increase Disposals Repayments/ Redemptions
March 31, 2019
Investments in subsidiaries and affiliates (A)
694,202,165 42,614,558 (3,300,524) 733,516,198
O/w bonds redeemable in shares (ORA)
13,874,550 21,715,308 35,589,858
Other long-term investment securities and loans (B)
1,474,096 24,344 0 (474,425) 1,024,015
- Convertible bonds 1,000,000 1,000,000
- Loans 470,533 3,891 (474,425) 0
- Accrued interest ORA 3,563 20,453 24,015
TOTAL (A+B) 695,676,260 42,638,902 (3,300,524) (474,425) 734,540,213
4.2.1. Investments in Subsidiaries and Affiliates
Gross value Sept. 30, 2018 Increase Disposals March 31, 2019
Elior Group SA 574,187,087 909,171 575,096,257
Education 29,261,749 (1) 29,261,748
Hotels 48,861,537 100,000 48,961,537
Outdoor Hospitality 23,419,899 19,419,706 42,839,605
Outdoor Hospitality – Bonds redeemable in shares (ORA)
13,874,550 21,715,308 35,589,858
Other 4,597,343 470,372 (3,300,523) 1,767,192
TOTAL 694,202,165 42,614,558 (3,300,524) 733,516,198
OWNERSHIP INTEREST IN ELIOR GROUP SA: On December 24, 27 and 28, 2018, Bim SAS purchased 73,493 Elior
Group shares for an aggregate €909,171.
HOTELS: On March 29, 2019 Bim took up €50,000 worth of shares in each of CHB Invest II and CHB Invest III as part of capital increases carried out by these two companies.
OUTDOOR HOSPITALITY: Following the sale of the AMAC group on December 4, 2018, Bim bought out the non-controlling interests in its Outdoor Hospitality business. On February 27, 2019, Bim purchased all of the shares in Montbrun Campings for €17,506,055.
Bim SAS
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OTHER INVESTMENTS
- On December 17, 2018, Bim sold its interest in the themed catering group El Rancho, generating a disposal
loss of €622,838.
- On August 3, 2016 Bim SAS took up €500 thousand worth of shares issued by the e-commerce start-up
Afrimarket. On January 5, 2018 Bim acquired 577 ordinary shares in Afrimarket by exercising 577 anti-
dilutive stock warrants representing an aggregate €577, and then on February 5, 2018 it purchased 200,000
convertible bonds for €1 per bond. On July 20, 2018 Afrimarket carried out a capital increase in which
Bim SAS took part, purchasing 22,132 shares with stock warrants attached, for an aggregate €596
thousand. On December 5, 2018, Bim SAS purchased a further 17,460 shares with stock warrants attached,
for an aggregate €470 thousand.
Provisions for impairment Sept. 30, 2018 Additions Reversals Other March 31, 2019
Education (14,753,749) (14,753,749)
Other (1,743,426) 1,743,426 0
TOTAL (16,497,175) 0 1,743,426 0 (14,753,749)
No provisions for impairment in value were recognized against Bim SAS’s investment in Elior Group at March 31, 2019 as the fair value of the Elior Group shares held – partially hedged via the floor price under collars set up by Bim – was higher at that date than their historical cost. The provisions recognized at March 31, 2019 relate to investments whose net asset values were below their net book value. This was due to a deterioration in the earnings of the entities concerned as well as in the outlook both for the entities’ businesses and their industry in general. The sale of the Caraux et Associés group led to a €1,743,426 reversal of provisions for impairment of investments in subsidiaries and affiliates. Provisions for impairment recognized against Bim’s investment in Novétude Santé amounted to €14,753,749 at March 31, 2019, unchanged from September 30, 2018.
Net value Sept. 30, 2018 Increase Disposals Additions
to/reversals of provisions
March 31, 2019
Elior Group SA 574,187,087 909,171 575,096,257
Education 14,508,000 (1) 14,507,999
Hotels 48,861,537 100,000 48,961,537
Outdoor Hospitality 23,419,899 19,419,706 42,839,605
Outdoor Hospitality – Bonds redeemable in shares (ORA)
13,874,550 21,715,308 35,589,858
Other 2,853,916 470,372 (3,300,523) 1,743,426 1,767,192
TOTAL 677,704,990 42,614,558 (3,300,524) 1,743,426 718,762,449
4.2.2. Other Long-Term Investment Securities
On December 18, 2018, Bim sold its investment in the themed catering group El Rancho and all of its shareholder
loans and advances due from El Rancho were repaid.
Since January 2015, Bim SAS has held €1 million worth of convertible bonds issued by Yako, the holding company
owned by the founders of Afrimarket.
Bim SAS
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4.3. Receivables
March 31, 2019
Due within 1 year
Due beyond 1 year
Prepaid and recoverable tax and payroll costs 284,712 284,712 0
Amounts receivable under intra-group and shareholder advances
65,473,339 65,473,339 0
Dividends receivable* 10,389,807 10,389,807 0
Fair value remeasurements – interest rate swaps 4,096,368 4,096,368 0
Other accrued income 600,781 600,781 0
Prepaid expenses 13,524 13,524 0
TOTAL 80,858,531 80,858,531 0
* The dividend paid by Elior Group was received on April 16, 2019.
4.4. Cash and Cash Equivalents and Derivative Instruments
March 31, 2019 Sept. 30, 2018
Gross value of marketable securities 92,978 69,899,951
Provisions for impairment of marketable securities
0 (284)
Cash on hand and at bank 7,192,104 57,477,939
Net premiums on collars 2,295,383 2,661,805
TOTAL 9,580,464 130,039,411
At March 31, 2019, marketable securities consisted entirely of units in money-market funds which represent little or no risk of a loss of capital and can be converted into cash in less than 12 months. Premiums on collars are derivative instruments recognized as assets and amortized in financial expenses over the life of the related financing.
4.5. Prepaid Expenses
March 31, 2019 Sept. 30, 2018
Prepaid operating expenses 13,524 8,540
TOTAL 13,524 8,540
4.6. Debt Issuance Costs
Gross value Sept. 30, 2018 Increase Expensed portion Other movements
March 31, 2019
Fees on bonds exchangeable for shares
. Gross fee 5,308,127 5,308,127
. Expensed portion (3,056,900) (1,390,293) (4,447,193)
Fees on Euro PP
. Gross fee 765,000 765,000
. Expensed portion (113,035) (56,056) (169,091)
Net fee 2,903,192 0 (1,446,349) 0 1,456,843
Bim SAS
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Debt issuance costs are amortized on a straight-line basis over the life of the debt concerned:
- Bonds exchangeable for shares: 5 years
- Euro PP 2023: 6 years
- Euro PP 2024: 7 years
Following the buyback of some of the Company’s bonds exchangeable for shares, the portion of issue fees related
to the bonds bought back was expensed in first-half 2018-2019.
Bim SAS
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5. NOTES TO THE BALANCE SHEET – EQUITY AND LIABILITIES
5.1. Equity
Sept. 30, 2018 Appropriation
of prior-period profit/(loss)
Dividends Capital increase/reduction
Profit for the period
March 31, 2019
Share capital 3,946,760 3,946,760
Issue premiums 204,454,340 204,454,340
Full asset transfer premiums
73,714,548 73,714,548
Legal reserve 394,676 394,676
Other reserves 91,784,426 (19,518,806) 72,265,620
Profit for the period 30,481,194 (30,481,194) 2,016,410 2,016,410
TOTAL 404,775,944 0 (50,000,000) 0 2,016,410 356,792,354
By way of a written deed, in accordance with Article 18 of Bim SAS’s bylaws, on March 13, 2019 the Company’s shareholders approved a dividend of €50 million. This dividend was paid on March 27, 2019.
Composition of share capital
Sept. 30, 2018 Increase Reduction March 31, 2019
Number of shares 394,675,961 394,675,961
Amount (in euros) 3,946,760 3,946,760
At March 31, 2019 the Company's share capital was made up of 394,675,961 shares with a par value of €0.01 each.
5.2. Provisions for Contingencies and Charges
Sept. 30, 2018 Additions Reversals Inter-account
transfers March 31, 2019
Caraux & Associés 600,000 (600,000) 0
Interest rate swaps 448,495 3,945,548 (297,675) 4,096,368
TOTAL 1,048,495 3,945,548 (897,675) 0 4,096,368
Bim SAS is exposed to the risk of fluctuations in interest rates on debt whose rates are indexed to the Euro Interbank
Offered Rate (“Euribor”) plus a margin. In order to manage interest rate risk, Bim SAS has set up interest rate
swaps. The rate at which Bim SAS’s debt is hedged (against the 3-month Euribor) is 0.30% for swaps in effect at
March 31, 2019 (€98.75 million) and 0.985% for the forward-start interest rate swaps beginning in 2020 (€100
million). A €450 thousand financial contingency provision was set aside in fiscal 2017-2018 for interest rate swaps.
The amount of this provision was adjusted at March 31, 2019 to reflect the fair value of the swaps at that date, which
had decreased significantly in view of the interest rate reductions expected by the market.
The provision recognized for the shareholder advance granted by Bim SAS to Caraux & Associés was reversed in
first-half 2018-2019 as the outstanding amount of the advance was repaid in full during the period.
Bim SAS
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5.3. Payables
March 31, 2019 Due within
1 year Due in
1 to 5 years Due beyond
5 years
Bank borrowings 330,951,302 95,333,524 235,617,778
Trade payables 3,153,259 981,153 2,172,106
Accrued taxes and payroll costs 416,066 416,066
Amounts payable under intra-group and shareholder advances
112,341,175 112,341,175
Fair value remeasurements – interest rate swaps
4,096,368 4,096,368
Deferred income 108,375 108,375
TOTAL 451,066,545 213,276,662 237,789,884 0
Maturity schedule of operating payables
March 31, 2019 April 30, 2019 May 31, 2019 After May 31, 2019
Operating payables 700,306 98% 2% 0%
5.4. Borrowings
Sept. 30, 2018
Increase Decrease March 31,
2019
Bond debt 292,764,667 3,212,155 (132,080,308) 163,896,514
Bank borrowings and collars 173,454,686 16,908,355 (23,338,400) 167,024,642
Swaps 28,983 308,020 (306,858) 30,145
Principal and accrued interest 466,248,336 20,428,531 (155,725,566) 330,951,301
MOVEMENTS DURING THE PERIOD
On December 5, 2018, Bim SAS launched a buyback offer for its bonds exchangeable for Elior Group shares, redeemable in November 2020 and representing an aggregate initial face value of c. €100 million. In view of the number of bonds tendered to the offer, the Company decided to buy back 5,484,944 bonds for a total €123,520,939, representing approximately 61.8% of the bonds outstanding. Consequently, the aggregate face value of the bonds outstanding after the buyback offer amounts to €76,479,069 (corresponding to 3,396,051 bonds). The bonds were bought back at a unit price of €22.70.
On January 10, 2019, the Company repaid a third of Collar 1, which had reached maturity, for €22,642,400. This transaction generated €5,518,133 in financial income.
Also on January 10, 2019, Bim SAS received €16,598,517 in funds from a three-year structured loan (“Collar 5”). A total 1,333,333 Elior Group shares have been pledged as collateral for the loan, and a collar has been taken out to hedge their value within a range of 95%-105% of a per-share reference price of €13.5314. The total financing cost came to €309,839, payable in quarterly installments.
BORROWINGS SET UP IN PRIOR PERIODS
In fiscal 2015-2016, Bim SAS carried out an issue of five-year secured bonds exchangeable for Elior Group shares.
Out of the €200 million in proceeds from this issue – which were received on November 13, 2015 – €171 million was
used in June 2014 to partially repay Bim SAS’s loan from CA-CIB. The interest rate on these bonds – which are
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redeemable at maturity – is 2.5%. The exchange option is exercisable at a reference price of €22.48851 and covers
8.89 million Elior Group SA shares.
Collar 1: On February 1, 2016, Bim SAS financed the purchase of a block of Elior Group SA shares by way of a €67.9
million structured loan set up by CA-CIB. The loan consists of a prepaid forward contract with an average term of
four years and maturities of three to five years. The underlying is Elior Group SA shares, with either physical or
cash settlement, at Bim SAS’s discretion. As collateral, Bim SAS pledged 4 million Elior Group shares, which are
hedged by a collar that keeps their value within a range of 95% to 105% of a per-share reference price of €18.60. The
total financing cost came to €2.343 million, payable in quarterly installments.
Collar 2: On April 21, 2016, Bim SAS received €34.1 million in funds from a structured loan set up in March 2016
with an average term of 4.25 years. Two million Elior Group SA shares were pledged as collateral for the loan, and
a collar was taken out to hedge their value within a range of 95%-105% of a per-share reference price of €18.98. The
total financing cost came to €1.251 million, payable in quarterly installments. On April 24, 2016 Bim SAS fully repaid
the loan granted by CA-CIB in June 2014.
Collar 3: On July 27, 2016, Bim SAS received €35.4 million in funds from a structured loan set up in June 2016, with
an average term of 4.25 years. Two million Elior Group SA shares were pledged as collateral for the loan, and a
collar was taken out to hedge their value within a range of 95%-105% of a per-share reference price of €19.68. The
total financing cost came to €1.238 million, payable in quarterly installments.
On April 7, 2017, Bim SAS entered into a prepaid forward contract with CA-CIB combined with a swap contract,
together constituting an equity swap financing arrangement amounting to €75 million. This financing was fully
repaid at end-September 2017 and the arrangement was terminated on February 8, 2018.
On September 29, 2017 Bim carried out an €85 million Euro PP that was placed with European institutional
investors. It was made up of two tranches: (i) a €70 million tranche maturing in September 2024 and paying interest
of 4.002%, and (ii) a €15 million tranche maturing in September 2023 and paying 3.716% interest. As collateral for
the Euro PP, Bim SAS pledged Elior Group shares representing an original value of €170 million (200% of the
financing) and the debt is subject to a covenant based on the LTV ratio (consolidated net debt/revalued non-current
assets). The proceeds from the placement were primarily used to repay the April 2017 drawdown made under the
equity swap financing arrangement.
Collar 4: On February 23, 2018 Bim SAS received €33 million in funds from a structured loan set up on February 15,
2018. The Company pledged 2 million Elior Group shares as collateral and took out a collar to hedge the value of
the shares within a range of 95% to 105% of a per-share reference price of €18.16. The loan has a term of five years
and three months and is repayable over the final three years. It includes a premium of €859 thousand, which is
payable on a quarterly basis throughout the financing term.
5.5. Accrued Expenses
March 31, 2019 Sept. 30, 2018
Borrowings: accrued interest 4,939,164 10,671,376
. On bonds exchangeable for shares 724,243 4,387,455
. On Euro PP 1,693,203 3,377,204
. Premiums on collars 2,491,573 2,877,734
. On swaps 30,145 28,983
Accrued trade payables 280,847 488,180
Accrued taxes and payroll costs 416,066 266,087
TOTAL 5,636,077 11,425,643
Bim SAS
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6. NOTES TO THE INCOME STATEMENT
6.1. Operating income and expenses
Operating income France Export Six months ended
March 31, 2019
Year ended
Sept. 30, 2018
Sales of services 603,719 603,719 1,079,000
Other operating income 34,525 96,002
Total operating income (1) 638,244 1,175,002
Operating expenses Six months ended
March 31, 2019
Year ended
Sept. 30, 2018
Related-party agreement 1,050,000 2,100,000
Other purchases and external charges 3,343,047 2,176,356
Taxes other than on income 110,436 132,508
Personnel costs 815,748 1,428,708
Other expenses 0 1
Depreciation, amortization and provision expense 966 2,168
Deferred charges 1,446,349 1,174,045
Total operating expenses (2) 6,766,545 7,013,786
Operating profit/(loss) (a) = (1) - (2) (6,128,301) (5,838,784)
The majority of revenue recognized by the Company derives from sales of services provided to related entities.
“Other operating income” corresponds to directors’ fees received from Elior Group.
The year-on-year increase in “Other purchases and external charges” is due to the sale of the Outdoor Hospitality
business as well as fees related to the partial buyback of the Company’s bonds exchangeable for shares.
In addition, the higher amount of deferred charges recorded in first-half 2018-2019 reflects the fact that the full
amount of the costs related to the bonds bought back by the Company was expensed during the period.
6.2. Financial Income and Expenses
Financial income Six months ended
March 31, 2019
Year ended
Sept. 30, 2018
Dividends 10,389,806 13,066,221
Income from marketable securities 989,106 2,755,811
Reversals of provisions for financial assets 897,959 555,004
Other 5,534,009 837,562
Total financial income 17,810,881 17,214,597
Financial expenses Six months ended
March 31, 2019
Year ended
Sept. 30, 2018
Additions to provisions for financial assets: 3,945,548 3,568,284
Interest expense 5,033,041 11,699,610
Losses on marketable securities 64,740 134,455
Total financial expenses 9,043,329 15,402,350
Net financial income 8,767,551 1,812,248
Bim SAS
15
At Elior Group’s Annual General Meeting on March 22, 2019, its shareholders approved a dividend payment of
€0.34 per share for fiscal 2017-2018. Bim SAS therefore received a total dividend of €10,389,806 from Elior Group on
April 16, 2019.
The contingency provision recognized in relation to the shareholder advances granted by Bim to Caraux and El
Rancho was reversed in first-half 2018-2019 following the sale of the Company’s investments in these two entities
and the repayment of the loans granted to them.
The provision reversal related to Caraux amounted to €1,743 thousand and was reclassified to non-recurring
income in order to provide a better reading of the Company's income statement.
The repayment of the first tranche of Collar 1 generated €5.5 million in financial income. Additions to provisions
for financial assets relate to interest rate swaps.
6.3. Non-Recurring Income and Expenses
Non-recurring income Six months ended March 31, 2019
Year ended Sept. 30, 2018
Disposals of investments in subsidiaries and affiliates 934,257 173,924,629
Reversals of provisions for investments in subsidiaries and affiliates 1,743,426 0
Total 2,677,683 173,924,629
Non-recurring expenses Six months ended
March 31, 2019 Year ended
Sept. 30, 2018
Net book value of divested investments in subsidiaries and affiliates 3,300,524 139,416,899
Other 0
Total 3,300,524 139,416,899
Net non-recurring income/(expense) (622,840) 34,507,730
The net non-recurring expense recorded for the six months ended March 31, 2019 mainly comprises disposal losses
on the sale of the Company’s investments in Caraux and El Rancho.
6.4. Income Tax: Analysis of Tax Charge
Bim SAS is a member of the tax group headed by Sofibim SAS (as governed by Articles 223.A et seq. of the French
Tax Code).
The Company’s profit for the six months ended March 31, 2019 is presented before income tax as the income tax
expense was calculated at the level of the consolidated financial statements based on a standard rate.
Breakdown Before tax – Six months ended
March 31, 2019
Income tax After tax – Six months ended
March 31, 2019
After tax – Year ended
Sept. 30, 2018
Profit/(loss) before non-recurring items 2,639,250 0 2,639,250 (4,026,536)
Net non-recurring income/(expense) (622,840) 0 (622,840) 34,507,730
TOTAL 2,016,410 0 2,016,410 30,481,194
Bim SAS
16
Analysis Base Amount
Tax at standard rate of 33.33%
Unrecognized deferred tax assets
Deferred charges 1,456,843 485,614
Provisions for impairment in value 14,753,749 4,917,916
Recognized for the period:
Provisions for contingencies and charges 150,820 50,273
Other - -
Tax loss carryforwards - -
7. ADDITIONAL INFORMATION
7.1. Related-Party Transactions and Balances
Six months ended
March 31, 2019
Year ended Sept. 30, 2018
Long-term investments: Gross value of investments in subsidiaries and affiliates 731,749,007 694,202,165
Long-term investments: Provisions for impairment of investments in subsidiaries and affiliates
14,753,749 16,497,175
Other long-term investments 24,015 1,474,096
Accrued trade payables 630,000 630,000
Shareholder advances and loans (including accrued interest) (46,869,355) 61,324,054
Operating expenses (1,050,000) (2,100,000)
Operating income 367,517 1,175,000
Financial expenses (68,805) (3,568,730)
Financial income: Dividends 10,389,806 13,066,221
Financial income: Interest on shareholder advances and loans 1,001,420 2,755,811
Financial income: Reversal of contingency provisions 600,000 0
Non-recurring income/(expenses): Gains/(losses) on sales of shares in subsidiaries and affiliates
(622,839) 34,507,730
7.2. Fees Paid to the Statutory Auditors
Information concerning the fees paid to the Statutory Auditors is not disclosed in these notes as it is provided in the notes to the consolidated financial statements.
7.3. Off-Balance Sheet Commitments
Commitments given
The Company's obligation for the statutory bonuses payable to employees in France on retirement (IFC) has been
calculated using the projected unit credit method in accordance with Recommendation 1.23 issued by the French
Order of Certified Public Accountants and Recommendation 2003-R.01 of the French Accounting Standards
Authority. Under this method, the present value of the obligation is determined by calculating probable future cash
Bim SAS
17
flows based on assumptions relating to salary increases, rights vested at the retirement date and the probability of
the employee still forming part of the Company on retirement. At March 31, 2019 the obligation was calculated as
€120,097, determined using a discount rate of 1.04% (representing the market interest rate on AA-rated corporate
bonds in the private sector), and assuming voluntary retirement based on a retirement age of between 60 and 67.
As collateral for financing put in place, Bim SAS has pledged a total of 24,176,882 Elior Group shares to CA-CIB
and to the security trustee for bonds exchangeable for shares and the Euro PP.
Commitments received
Following the buyout of the non-controlling interests in its Outdoor Hospitality business, Bim received a seller's
warranty in the form of a €1.123 thousand bank guarantee.
Reciprocal commitments
The Company has also set up interest rate hedges to reduce the sensitivity of its finance costs to an increase in the 3-month Euribor, breaking down as follows:
- Interest rate swaps maturing in June 2019 representing a notional amount of €98.75 million, whereby: o Bim SAS is a fixed-rate borrower at an average rate of 0.30%; and o Bim SAS is a variable-rate lender at the 3-month Euribor.
- A forward-start interest rate swap taking effect in November 2020 and expiring in November 2025 representing a notional amount of €100 million, under which:
o Bim SAS will be a fixed-rate borrower at an average rate of 0.985%; and o Bim SAS will be a variable-rate lender at the 3-month Euribor.
7.4. Employee Data (including Temporary Staff)
Employee numbers March 31, 2019 Sept. 30, 2018
Managerial employees 5 4
TOTAL 5 4
7.5. List of Subsidiaries and Affiliates
Company Share capital and share premium account
Equity excluding share
capital and share premium
account
% ownership
Gross value of shares
held
Net value of shares held
Bonds redeemable in shares (ORA),
stock warrants,
convertible bonds
Outstanding loans and
advances – Gross value
Net revenue for the last
fiscal period
Profit/ (loss) for the period before
income tax
Dividends received
Elior Group SA (1) 1,718,500,375 389,812,270 22.66% 575,096,257 575,096,257 0 15,996,850 (8,183,952) 10,389,807
Novetude Santé SAS 21,019,232 (20,544,078) 100.00% 29,261,748 14,507,999 (17,846,947) 553,206 (239,204) 0
Collection Bagatel SAS
40,736,948 1,467,247 100.00% 48,841,536 48,841,536 (47,624,079) 1,141,316 155,377 0
CHB Invest II SAS 40,000 (4,600) 100.00% 60,000 60,000 (427) 0 (2,525) 0
CHB Invest III SAS 40,000 (4,595) 100.00% 60,000 60,000 (367) 0 (2,524) 0
HBAI SAS 31,317,213 639,622 99.40% 32,291,551 32,291,551 28,631,858 0 0 (78,359) 0
Montbrun Camping 4,625,100 (59,412) 100.00% 17,506,055 17,506,055 0 (46,909)
Afrimarket (2) 10,644,367 (4,812,713) 3.91% 1,566,615 1,566,615 200,577 0 857,697 (1,643,754) 0
TOTAL 704,683,762 689,930,013 28,832,435 (65,471,820)
All of the data presented covers the six months ended March 31, 2019 except for: (1) Elior Group SA, which corresponds to the twelve months ended September 30, 2018. (2) Afrimarket, which corresponds to the twelve months ended December 31, 2017.