BimBim Consolidated financial statements at March 31, 2020 3 / 31 A) Consolidated Income Statement...

Bim Consolidated financial statements at March 31, 2020

1 / 31

Bim

Société par actions simplifiée (a French simplified joint-stock corporation)

Share capital: €3,946,759.61

Registered office: 54 avenue Marceau, 75008 Paris, France

Registration number: 487 719 288 000 28

CONDENSED CONSOLIDATED INTERIM FINANCIAL

STATEMENTS

AT MARCH 31, 2020


2 / 31

Contents

A) CONSOLIDATED INCOME STATEMENT ....................................................................................................... 3

B) CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME ................................................................... 4

C) CONSOLIDATED BALANCE SHEET ........................................................................................................... 5

D) CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ............................................................................. 6

E) CONSOLIDATED STATEMENT OF CASH FLOWS .......................................................................................... 7

F) NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS ................................... 8

1) GENERAL INFORMATION ............................................................................................................................... 8

2) BUSINESS OVERVIEW AND SIGNIFICANT EVENTS OF THE PERIOD .......................................................................... 8

3) BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES .............................................. 11

4) USE OF ESTIMATES AND JUDGMENTS ............................................................................................................. 15

5) CHANGES IN THE SCOPE OF CONSOLIDATION ............................................................................................... 16

6) NOTES TO THE INCOME STATEMENT AND BALANCE SHEET ................................................................................ 16


3 / 31

A) Consolidated Income Statement

(in € thousands) Note Six months

ended

March 31,

2020

Six months

ended

March 31,

2019

Revenue 6.1 30,871 32,135

Purchase of raw materials and consumables (1,613) (1,839)

Personnel costs 6.3 (10,758) (12,415)

Other operating expenses (8,524) (10,706)

Taxes other than on income (1,323) (979)

Depreciation, amortization and provisions for recurring

operating items (4,591) (2,035)

Recurring operating profit 6.2 4,063 4,161

Share of profit/(loss) of equity-accounted investees 6.2 (18,172) -

Recurring operating profit/(loss) including share of

profit/(loss) of equity-accounted investees (14,109) 4,161

Non-recurring operating income and expenses, net 6.5 518 97

Operating profit/(loss) including share of profit/(loss) of

equity-accounted investees (13,591) 4,258

Financial expenses 6.4 (4,912) (13,127)

Financial income 6.4 1,830 1,538

Profit/(loss) before income tax (16,673) (7,331)

Income tax 6.6 (0) (424)

Profit/(loss) from continuing operations (16,673) (7,755)

Profit from discontinued operations - 69,448

Profit/(loss) for the period (16,673) 61,693

Profit/(loss) attributable to owners of the parent (16,673) 55,839

Profit/(loss) attributable to non-controlling interests 0 5,854

In accordance with IFRS 5, “Non-Current Assets Held for Sale and Discontinued Operations”, the

contribution of the Outdoor Hospitality business to Bim’s consolidated results for the six months ended

March 31, 2019 has been reclassified to a separate line of the income statement entitled “Profit from

discontinued operations”.


4 / 31

B) Consolidated Statement of Comprehensive Income

(in € thousands) Six months

ended

March 31,

2020

Six months

ended

March 31,

2019

Profit/(loss) for the period (16,673) 61,693

Share of other comprehensive income of equity-accounted investees

that will not be reclassified to profit or loss 2,344 -

Remeasurement of defined benefit liability 338 (11)

- o/w amount recognized in other comprehensive income 338 (11)

- o/w tax impact -

Total items that will not be reclassified to profit or loss 2,681 (11)

Share of other comprehensive income/(expense) of equity-accounted

investees that may be subsequently reclassified to profit or loss (670) (509)

Derivative financial instruments - 822

- o/w amount recognized in other comprehensive income - 822

- o/w tax impact -

Available-for-sale financial assets - -

- o/w amount recognized in other comprehensive income - -

- o/w tax impact - -

Total items that may be subsequently reclassified to profit or loss (670) 313

Total other comprehensive income 2,012 301

Total comprehensive income/(expense) for the period (14,661) 61,994

Attributable to: - Owners of the parent (14,661) 56,140

- Non-controlling interests 0 5,854

The consolidated statement of comprehensive income includes (i) profit/(loss) for the period and (ii)

other comprehensive income and expenses, which correspond to:

- Bim’s share of the other comprehensive income of Elior Group that will not be reclassified to profit

or loss, which amounted to €2,344 thousand for the six months ended March 31, 2020 and related

to employee benefit obligations.

- The impact of remeasuring the Group’s defined benefit liability as a result of changes in actuarial

assumptions, which represented a €338 thousand gain in first-half 2019-2020, versus an

€11 thousand loss for the six months ended March 31, 2019.

- Bim’s share of the other comprehensive expense of Elior Group that may be subsequently

reclassified to profit or loss, which amounted to €670 thousand for the six months ended March 31,

2020 (versus €509 thousand in first-half 2018-2019). The first-half 2019-2020 net expense figure breaks

down as (i) €167 thousand in income related to share-based payments recognized in accordance

with IFRS 2, (ii) €167 thousand in gains on the fair-value remeasurement of financial instruments,

and (iii) currency translation adjustments representing a €1,004 thousand loss.


5 / 31

C) Consolidated Balance Sheet ASSETS

(in € thousands) Note March 31,

2020

Sept. 30,

2019

Goodwill 6.7 32,682 32,682

Intangible assets 6.8 9,538 9,555

Right-of-use assets - IFRS 16 6.9 18,867 -

Property, plant and equipment 6.10 45,759 47,432

Other non-current financial assets 6.11 1,066 1,045

Investments in equity-accounted investees 6.12 339,536 375,493

Non-current derivative financial instruments 6.21 2,797 4,039

Deferred tax assets 921 919

Total non-current assets 451,166 471,166

Inventories 130 140

Trade and other receivables 6.13 8,964 19,003

Current income tax assets 41 113

Other current assets 6.14 9,402 1,214

Cash and cash equivalents 6.15 54,032 51,888

Total current assets 72,569 72,357

TOTAL ASSETS 523,735 543,523

EQUITY AND LIABILITIES

(in € thousands) Note March 31,

2020

Sept. 30,

2019

Share capital 3,947 3,947

Reserves and retained earnings 313,197 327,016

Equity attributable to owners of the parent 317,144 330,963

Non-controlling interests 0 0

Total equity 6.16 317,144 330,963

Long-term provisions 6.17 1,686 1,031

Post-employment benefit obligations 6.18 865 1,041

Long-term debt 6.19 158,507 159,318

Long-term lease liabilities 6.20 15,542 -

Non-current derivative financial instruments 6.21 6,445 7,218

Deferred tax liabilities 2 0

Other non-current liabilities 6.22 933 971

Total non-current liabilities 183,981 169,580

Trade and other payables 10,282 10,426

Short-term debt 6.19 2,809 1,894

Short-term lease liabilities 6.20 3,203 -

Current income tax liabilities - 4,265

Other current liabilities 6.23 6,316 26,395

Total current liabilities 22,610 42,980

TOTAL EQUITY AND LIABILITIES 523,735 543,523


6 / 31

D) Consolidated Statement of Changes in Equity

(in € thousands)

Share

capital

Share

premium and

other reserves

Profit/(loss) for

the period

Equity

attributable

to owners of

the parent

Non-

controlling

interests

Total

equity

At September 30, 2018 3,947 216,985 76,977 297,908 12,231 310,139

Total comprehensive income for the period 301 55,839 56,140 5,854 61,994

Appropriation of prior-period profit 76,977 (76,977) - -

Dividends paid (50,000) (50,000) (50,000)

Changes in scope of consolidation - (2,376) (2,376)

Transactions with owners (11,748) (11,748) (12,301) (24,049)

Other movements 2,423 2,423 (3,473) (1,049)

At March 31, 2019 3,947 234,937 55,839 294,723 (64) 294,659

- 7,652 - 7,653 3,587 11,239

At September 30, 2019 3,947 238,238 88,778 330,963 0 330,963

Total comprehensive income/(expense) for

the period 2,012 (16,673) (14,661) 0 (14,661)

Appropriation of prior-period profit 88,778 (88,778) - -

Dividends paid (1,000) (1,000) (1,000)

Other movements 1,842 1,842 - 1,842

At March 31, 2020 3,947 329,870 (16,673) 317,144 0 317,144

“Other movements” during the six months ended March 31, 2020 solely concerned Elior Group.

For the six months ended March 31, 2019:

- Changes in scope of consolidation related to the sale of the Outdoor Hospitality business, which

had a €2,376 thousand negative impact on non-controlling interests.

- Transactions with owners corresponded to minority shareholders’ exercise of a put option, resulting

in Bim SAS and Montbrun Camping buying out the remaining shares in HBAI and bonds

redeemable in HBAI shares. This transaction had negative impacts of €11,748 thousand and

€12,301 thousand on equity attributable to owners of the parent and non-controlling interests

respectively.

- “Other movements” primarily included (i) Bim’s share of other movements in Elior Group’s equity,

representing a negative €1,154 thousand, and (ii) acquisitions of non-controlling interests,

representing a negative €358 thousand recognized in consolidated reserves and a positive

€358 thousand recognized in non-controlling interests.


7 / 31

E) Consolidated Statement of Cash Flows

(in € thousands)

Six months

ended March

31, 2020

Six months

ended

March 31,

2019

Recurring operating profit/(loss) including share of profit/(loss) of equity-

accounted investees (14,109) 4,161

Depreciation, amortization and provisions for recurring operating items 4,591 2,035

EBITDA (9,518) 6,196

Share of Elior Group’s profit/(loss) 18,172 -

EBITDA excluding Elior Group 8,654 6,196

Elimination of non-cash items included in EBITDA:

, Personnel costs recognized on post-employment benefit

obligations 157

129

, Portion of subsidies included in profit or loss (38)

(31)

, Gains and losses on disposals of non-current assets 74

7

Other income and expenses with an impact on operating cash flow (709) (1,770)

Change in working capital (10,722) (6,921)

Cash generated from/(used in) operations before income tax (2,584) (2,390)

Income tax paid (4,196)

(474)

Net cash generated from/(used in) operating activities (6,780) (2,864)

Effect of changes in scope of consolidation 13,538 107,026

Purchases of property, plant and equipment and intangible assets (1,055) (674)

Operating subsidies received - 150

Change in loans and advances granted (21) 48,793

Proceeds from sale of non-current assets 365 3

Dividends received from equity-accounted investees 0 -

Net cash generated from investing activities 12,827 155,298

Proceeds from borrowings - -

Repayments of borrowings (1,741) (192,786)

Net sales/(purchases) of own shares -

Proceeds from and repayments of shareholder loans 939 18,663

Dividends paid to owners of the parent (1,000) (50,000)

Interest paid (2,097)

(10,940)

Interest received - -

Net cash generated from/(used in) financing activities (3,899) (235,063)

Net increase/(decrease) in cash and cash equivalents 2,149 (82,629)

Cash and cash equivalents at beginning of period 51,713

139,514

Cash and cash equivalents at end of period 53,862 56,886

The main movements in cash and cash equivalents are described in Note 6.24.

The notes below form an integral part of the condensed consolidated interim financial statements.


8 / 31

F) Notes to the Condensed Consolidated Interim Financial Statements

1) General Information

Bim SAS (also referred to as “Bim” or "the Company") is domiciled in France and its registered office is

located at 54 avenue de Marceau, 75008 Paris.

These condensed consolidated interim financial statements for the six months ended March 31, 2020

cover the Company and its subsidiaries (together referred to as "the Bim Group” or “the Group") as

well as the Group’s investments in equity-accounted investees.

The Group operates in three different business sectors.

The Bim Group forms part of the Sofibim Group, which is required by law to publish consolidated

financial statements prepared in accordance with IFRS. Bim has prepared a set of IFRS consolidated

interim financial statements, covering its own scope of consolidation, for its shareholders and financial

partners (banks, investors and bondholders) in order to comply with its contractual commitments and

regulatory obligations.

2) Business Overview and Significant Events of the Period

Private Higher Education for the Healthcare Sector – The Novetude Santé group – www.novetude.com

This business comprises 18 private higher education establishments based in France that provides

training in healthcare professions to over 12,000 students and healthcare professionals in 2020. It has

more than 145,000 alumni. It offers five preparatory courses for competitive national entrance exams

in the medical and para-medical fields (PACES and Internat) and has 11 vocational colleges (six

osteopathy colleges and five colleges providing training in optical sciences and for dieticians, dental

technicians and dental assistants), and two establishments offering continuing professional education

for pharmacists (Isis) and nurses (Principe Actif).

At €24,520 thousand (versus €24,030 thousand in the first half of 2018-2019), revenue generated by this

business in the six months ended March 31, 2020 rose 2% year on year, fueled by robust organic growth

for its osteopathy colleges (with revenue up 12.3% to €15,312 thousand from €13,640 thousand in first-

half 2018-2019). Revenue for the PACES preparatory courses and continuing professional education

continued to decrease, however (down 11.4% to €9,208 thousand from €10,390 thousand for the six

months ended March 31, 2019). Overall recurring operating profit for this business was up 39.5% to

€8,349 thousand from €5,984 thousand in first-half 2018-2019, and EBITDA jumped 58% to

€10,349 thousand from €6,546 thousand (see Note 6.2). These significant increases marked a

continuation of the trends already seen in the year ended September 30, 2019.

In view of the cyclical nature of the academic year, profitability levels for this business are higher in

the first half of the fiscal year than those expected for the fiscal year as a whole.

Concerning the impact of the Covid-19 pandemic on the second half of the fiscal year, clinical

practicals for osteopathy students – which are an essential module of their final exams – will be

postponed until the end of the summer. The continuing professional education segment – which

represents a very minor portion of the business’s revenue – will be affected by the cancellation of

numerous training sessions.

http://www.novetude.com/


9 / 31

Lastly, student recruitment for the 2020-2021 academic year, which is traditionally backed up by

events such as educational fairs, does not seem to have been negatively impacted as web marketing

has been used to target future students instead. In addition, there has been very positive take-up for

online enrollment processes, both by students and their families, particularly since the introduction of

the Parcoursup software for final year high-school students to submit their higher educational choices.

Hotels – Compagnie Hôtelière de Bagatelle group – https://www.cie-bagatelle.com/hotels

The Group’s Hotels business corresponds to a portfolio of properties located in central Paris comprising

five four-star boutique hotels and one five-star hotel – Le Roch Hôtel & Spa – located in the premium

quarter of the first arrondissement.

This business was hit hard by the Covid-19 pandemic in the six months ended March 31, 2020, with

revenue falling 17.3% to €6,351 thousand from €7,684 thousand in the comparable prior-year period.

As a result, it ended the first half of 2019-2020 with a recurring operating loss of €690 thousand,

compared with €86 thousand in recurring operating profit in the year-earlier period. EBITDA remained

positive, however, coming in at €953 thousand versus €1,558 thousand in first-half 2018-2019,

representing a year on year decrease of 39% (see Note 6.2).

Following the lockdown measures imposed in France on March 17 and the government’s decision to

shut the country’s borders, Compagnie Hôtelière de Bagatelle’s Paris hotels were closed and furlough

schemes were put in place. The second half of the fiscal year will be significantly affected and EBITDA

is expected to move into slightly negative territory.

Catering – Elior Group – http://www.eliorgroup.com

This business comprises Bim's associate, Elior Group, which is the holding company of the Elior group

and is accounted for by the equity method in Bim's consolidated financial statements.

Founded in 1991, Elior Group is one of the world’s leading operators in the catering and support

services industry. Having spun off its concession catering business through the sale of its Areas

subsidiary in July 2019, Elior Group now operates in six countries: France, Spain and Italy in the

eurozone, and the United States, United Kingdom and India.

For the six months ended March 31, 2020, Elior Group posted €2,459 million in revenue compared with

€2,594 million in first-half 2018-2019, representing negative organic growth of 6.2%. Recurring operating

profit from continuing operations fell 61.7% to €40 million from €106 million in the first half of 2018-2019,

and operating free cash flow dropped 55% to €40 million from €89 million. Elior Group reported a

€17 million attributable net loss for the six months ended March 31, 2020 compared with a zero bottom

line in first-half 2018-2019.

Elior Group has been significantly impacted by the Covid-19 pandemic in all of the countries where it

conducts business and by the strict lockdown measures imposed, particularly in the Education and

Business & Industry segments. The group has communicated regularly (notably on May 5 and 27, 2020)

on the steps it has taken to tackle the crisis and the related risks.

The group is striving to continue its business activities in a way that protects the health and safety of its

guests and employees, fully aware of the public-interest mission it has among key workers, i.e. health

professionals, carers, the police and the staff of companies that produce and distribute essential

goods. It has adopted an innovative approach and has made the necessary changes, particularly in

its central kitchens, to produce meals for the emergency services, hospitals and care homes, as well

as for home meal deliveries.

https://www.cie-bagatelle.com/hotels


10 / 31

At the same time, the group is taking steps to preserve its financial resources, particularly its liquidity. It

has put in place a range of measures to reduce its costs and has made full use of internal mobility and

governmental furlough and support programs. It has also obtained a covenant holiday from its lending

banks for the covenant tests due to be performed on its senior borrowings at September 30, 2020 and

March 31, 2021

Lastly, it is already anticipating and preparing for when the lockdowns ease and its host countries

return to more normal business conditions.

At Elior Group’s Annual General Meeting on March 20, 2020, its shareholders approved a dividend

payment of €0.29 per share for fiscal 2018-2019. The ex-dividend date was set at April 7, 2020 and the

dividend was paid on April 9, 2020, when Bim SAS received a dividend totaling €8,371,768.91.

At Elior Group’s Board of Directors’ meeting on April 3, 2020, the four main Elior Group shareholders

who sit on the Board (Bim, Emesa, FSP and CDPQ) reiterated their support and confidence in the group

and the strategy implemented by the management team. As a sign of this commitment, the Board

decided not to propose a dividend payment at the next Annual General Meeting in March 2021 in

order to keep the funds concerned within the group to support its business development and jobs

over the long term.

The Elior Group closing share price was €6.01 at March 31, 2020, down 50.7% on the €12.19 closing

share price at September 30, 2019.

Significant events of 2019-2020 relating to Bim SAS’s financing and its interest in Elior Group SA

Movements in the Company’s ownership interest in Elior Group

Movements in shares held:

On December 6, 2019, Elior Group announced that it had canceled 4,268,550 treasury shares

(representing 2.39% of its capital), reducing the total number of shares making up its capital to

174,092,839.

In December 2019 and January 2020, Bim sold an aggregate 1,028,753 Elior Group shares, generating

a €609 thousand capital gain recognized in the consolidated financial statements.

At March 31, 2020, Bim SAS’s ownership interest in Elior Group – expressed as a percentage of the total

number of Elior Group shares excluding non-voting shares – amounted to 20.23%, versus 20.24% at

September 30, 2019.


11 / 31

3) Basis of Preparation and Summary of Significant Accounting Policies

The condensed consolidated interim financial statements for the six-month period ended March 31,

2020 have been prepared in accordance with IAS 34. These financial statements do not include all of

the information and disclosures required in accordance with IFRS for annual financial statements and

should therefore be read in conjunction with the Group’s annual consolidated financial statements

for the fiscal year ended September 30, 2019, which were prepared in accordance with IFRS as

adopted in the European Union.

Basis of Preparation

Compliance Statement

In accordance with EC Regulation no. 1606/2002 dated July 19, 2002, the Group’s IFRS consolidated

financial statements for the first six months of the fiscal year ended September 30, 2020 have been

prepared in accordance with International Financial Reporting Standards (IFRS), as published by the

International Accounting Standards Board (IASB) and adopted by the European Union's Accounting

Regulatory Committee. The IFRS and related interpretations adopted by the European Union can be

viewed on the website of the European Financial Reporting Advisory Group at

https://www.efrag.org/Endorsement.

The Group’s IFRS consolidated interim financial statements cover its operations, results and cash flows

for the six months ended March 31, 2020, which corresponds to the first half of the 2019-2020 fiscal year

of Bim SAS and its subsidiaries. These consolidated interim financial statements were approved for issue

by Bim's Chairman on June 29, 2020.

The significant accounting policies described below were used to prepare the consolidated financial

statements for the six months ended March 31, 2020 as well as the comparative information presented

for the six months ended March 31, 2019 and the twelve months ended September 30, 2019.

New standards and interpretations adopted by the European Union and applied by the Group as from

October 1, 2019

The accounting policies used in the consolidated interim financial statements are the same as those

applied in the annual consolidated financial statements at September 30, 2019, apart from the policy

on income tax (see Note 6.6) and the first-time application of the following new standards,

amendments and interpretations which are effective for annual periods beginning on or after

January 1, 2019:

- IFRS 16, "Leases".

- IFRIC 23, "Uncertainty over Income Tax Treatments". - Amendments to IFRS 9, “Prepayment Features with Negative Compensation”.

- Amendments to IAS 28, “Long-term Interests in Associates and Joint Ventures”.

- Amendments to IAS 19, “Plan Amendment, Curtailment or Settlement”.

- Annual Improvements to IFRS Standards 2015-2017 Cycle.

The impact of IFRS 16 is described below. The other interpretations and amendments did not have a

significant impact on the Group’s consolidated interim financial statements for the six months ended

March 31, 2020.


12 / 31

The Group did not early adopt any standards, amendments or interpretations in the six months ended

March 31, 2020. The standards, amendments and interpretations that have been issued by the IASB,

whose application will be mandatory for annual periods beginning after October 1, 2019, and which

could have an impact on the Group’s financial statements are as follows:

• Amendments to IFRS 3, “Definition of a Business”.

• Amendments to IAS 1 and IAS 8, “Definition of Material”.

• Amendments to References to the Conceptual Framework in IFRS Standards.

Impact of the first-time application of IFRS 16

General presentation impacts

The Group has applied IFRS 16 for the first time in its consolidated financial statements as from

October 1, 2019. This new standard – which supersedes IAS 17 and its related interpretations –

eliminates the distinction between operating and finance leases and requires lessees to bring nearly

all their leases on balance sheet and recognize them using a single lessee accounting model. Under

this model lessees recognize an asset corresponding to their right to use the leased item and a

corresponding lease liability.

The Group has elected to present its right-of-use assets separately from its other assets and its lease

liabilities separately from its other liabilities in the consolidated balance sheet.

Lease payments on leases previously recognized as operating leases – which were presented under

operating expenses – have been restated under IFRS 16 and replaced by depreciation of the right-of-

use assets and interest expense for the lease liability.

In the statement of cash flows, whereas lease payments under operating leases were previously

presented under cash flows from operating activities, they are now split out into cash flows relating to

(i) the interest expense on the lease liability, and (ii) the repayment of the lease liability. The Group

presents the repayment of the principal portion of the lease liability, and the related interest paid,

under cash flows from financing activities.

Type of leased assets concerned

The Group’s main commitments as a lessee relate to real-estate and vehicle leases.

Type of leased asset by business segment

Business segment Holding company Education Hotels

Asset Lease term

Real-estate leases 8-9 years 3-18 years 9-18 years

Vehicle leases 4 years 4-5 years 4 years

Application method

The Group elected to use the modified retrospective approach for its first-time application of IFRS 16,

under which the cumulative effect of initially applying IFRS 16 was recognized as an adjustment to

opening equity at October 1, 2019. The right-of-use asset has been measured at an amount equal to

the lease liability adjusted for any prepaid or accrued lease payments.

Also in accordance with the modified retrospective approach, comparative data for first-half 2018-

2019 presented in the first-half 2019-2020 consolidated financial statements has not been restated.

Lease payments on leases of low-value assets (threshold set at $5,000 or €5,000) or on short-term leases

(with a lease term of 12 months or less) have been expensed.


13 / 31

In addition, at the transition date, the Group applied the following practical expedients allowed under

IFRS 16:

- The discount rates used at the transition date were based on the Group’s incremental

borrowing rate plus a spread to take into account each business segment’s specific economic

environment.

- Initial direct costs were excluded from the measurement of right-of-use assets for operating

leases in effect at the transition date.

- Instead of carrying out an impairment review of its right-of-use assets at the transition date, the

Group used its assessment of onerous leases as determined in accordance with IAS 37.

- The Group used hindsight to determine the terms of leases containing options to extend or

terminate the lease.

The application of IFRS 16 required Management to exercise judgment, notably with respect to:

- Defining leases.

- Determining lease terms, taking into account termination and renewal options that the Group

is reasonably certain of exercising. The lease terms applied notably take into account the

agenda decision issued by IFRIC in late 2019 which states that lease terms should be

determined based on the broader economics of the contract (rather than a purely legal

approach) and provides guidance on the interaction between the lease term and any related

leasehold improvements.

- Determining incremental borrowing rates, calculated for each business segment, taking into

account the residual terms of the leases at the date of first-time application.

Until September 30, 2019, the Group accounted for all of its leases in accordance with IAS 17, but since

October 1, 2019 its real-estate and vehicle leases have been accounted for in accordance with

IFRS 16. The impacts arising from the first-time application of IFRS 16 are presented on page 12 above.

At the transition date, the weighted average incremental borrowing rate applied to the Group’s lease

liabilities recognized in accordance with IFRS 16 was 4.33%.

The table below shows a reconciliation between the Group’s total operating lease commitments at

September 30, 2019 and the lease liabilities recognized at October 1, 2019.

Total Due within

1 year

Due between

1 and 5 years

Due beyond

5 years

Total recorded under off balance-sheet

commitments at Sept. 30, 2019

11,822 4,344 6,332 1,146

Lease payments not taken into account for off

balance-sheet commitments but taken into

account under IFRS 16

30 9 22 0

Lease payments not taken into account under

IFRS 16 but taken into account for off balance-

sheet commitments (short-term leases and

leases of low-value assets)

(101) (91) (10) 0

Application of assumptions relating to renewal

and termination options

13,989 361 8,476 5,153

Other (1,709) (804) (834) (72)

Total future lease payments – IFRS 16 24,031 3,819 13,986 6,227

Impact of discounting 3,562

Total lease liabilities – IFRS 16 20,469


14 / 31

Impacts of IFRS 16 on the opening balance sheet:

The impacts of the first-time application of IFRS 16 on the opening balance sheet were as follows:

(in € thousands) Sept. 30, 2019 IFRS 16 impact Oct. 1, 2019

Right-of-use assets 20,469 20,469

Other non-current assets 471,166 471,166

Total non-current assets 471,166 20,469 491,635

Total current assets 72,357 72,357

Total assets 543,523 20,469 563,992

Equity 330,963 330,963

Long-term lease liabilities 17,269 17,269

Other non-current liabilities 169,580 169,580

Total non-current liabilities 169,580 17,269 186,849

Short-term lease liabilities 3,200 3,200

Other current liabilities 42,980 42,980

Total current liabilities 42,980 3,200 46,180

Total liabilities 543,523 20,469 563,992

Lease accounting prior to October 1, 2019 – IAS 17

Leases where the Group is lessee

Leases entered into by the Group that transferred substantially all the risks and rewards of ownership

were classified as finance leases. Finance leases resulted in the recognition at the lease’s

commencement of an asset and a corresponding financial liability equal to the lower of the fair value

of the leased asset and the present value of the minimum lease payments.

Other leases were classified as operating leases and the leased assets were not capitalized. Payments

made under operating leases were charged to the income statement on a straight-line basis over the

term of the lease.

Leases where the Group is lessor

The Group rented out certain assets as a lessor under operating leases. The assets concerned were

recognized in the balance sheet and the rental income recognized in revenue on a straight-line basis

over the term of the leases.

Lease accounting since October 1, 2019 – IFRS 16

Leases where the Group is lessee

IFRS 16 states that a contract is, or contains, a lease if it conveys the right to use an identified asset for

a period of time in exchange for consideration. Under IFRS 16, the Group’s companies that are lessees

now recognize in the balance sheet a right-of-use asset and a corresponding lease liability for all of

their leases (both operating leases and finance leases).

At the commencement date of a lease, the lease liability is initially recognized at the present value of

the lease payments that are not paid at that date. The lease payments are discounted at the rate

implicit in the lease if that rate can be readily determined. If that rate cannot be readily determined,

the Group’s incremental borrowing rate is used, adjusted to take into account the country concerned

and the terms and conditions and currency of the lease. Lease payments include fixed payments,


15 / 31

variable payments based on an index or a rate, and payments resulting from lease options that are

reasonably certain to be exercised.

After initial recognition, the carrying amount of the lease liability is reduced to reflect the lease

payments made and is increased to reflect the interest on the lease liability. The carrying amount of

the lease liability is also remeasured to reflect any changes in future lease payments resulting from

negotiations with the lessor, or a change in an index or a rate used to determine those payments, or

a reassessment of a purchase option. When the lease liability is remeasured, the amount of the

remeasurement is recognized as an adjustment to the right-of-use asset. However, if the carrying

amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement

of the lease liability, any remaining amount of the remeasurement is recognized in profit or loss.

The right-of-use asset originally recognized at the commencement date of the lease includes the initial

lease liability, any initial direct costs and any costs to be incurred by the Group related to obligations

to restore the underlying asset, less any lease incentives received.

Right-of-use assets are depreciated over the term of the lease. The resulting depreciation expense is

recorded as an operating expense in the income statement and the interest expense is recorded as

a financial expense. The tax impact arising on this consolidation restatement is taken into account via

the recognition of deferred taxes.

The lease term applied by the Group corresponds to (i) the non-cancelable period of the lease, (ii)

periods covered by an option to extend the lease if the Group is reasonably certain to exercise that

option, and (iii) periods covered by an option to terminate the lease if the Group is reasonably certain

not to exercise that option.

The Group has applied the exemptions permitted under IFRS 16 related to short-term leases (leases

with a term of 12 months or less) and leases of low-value assets (less than €5,000).

Leases where the Group is lessor

IFRS 16 has not resulted in a change in the Group’s accounting policy for leases where it is lessor. In

this case, the Group classifies its leases as operating leases or finance leases.

A lease is classified as a finance lease if it transfers substantially all the risks and rewards of ownership

of the underlying asset. In all other cases the lease is classified as an operating lease.

Basis of Measurement The condensed consolidated interim financial statements have been prepared using the historical

cost convention, except for available-for-sale financial assets and financial instruments, which are

measured at fair value.

Functional and Presentation Currency The condensed consolidated interim financial statements are presented in euros, which is the

Company's functional currency. All amounts are rounded to the nearest thousand euros unless

otherwise specified. Due to rounding, the totals in some of the tables presented may differ slightly from

the sum of the items included in the breakdowns of those totals.

4) Use of Estimates and Judgments

The preparation of consolidated financial statements requires Management of both the Group and

its subsidiaries to use certain estimates and assumptions that may have an impact on the reported

values of assets and liabilities at the balance sheet date, and on items of income and expense for the

period.


16 / 31

These estimates and assumptions – which are based on past experience and other factors believed

to be reasonable in the circumstances – are used to assess the carrying amount of assets and liabilities.

Actual results may differ substantially from these estimates.

Significant items that were subject to such estimates and assumptions include impairment tests for

goodwill and other assets (Notes 6.7 and 6.8), provisions for litigation and post-employment benefit

obligations (Note 6.18), deferred taxes and leases.

Information about judgments made in applying accounting policies that have the most significant

effects on the amounts recognized in the consolidated financial statements concerns the

classification of financial instruments, equity and share-based payments.

5) Changes in the Scope of Consolidation

The most significant transactions affecting the Group’s scope of consolidation in the six months ended

March 31, 2020 were as follows:

Montbrun Camping and Financière de Bel Air were merged into Holding Bel Air Investissement.

Adrénaline Formation was merged into Isis.

The Group’s ownership interest in Elior Group SA decreased from 17.17% at September 30, 2019 to

16.74% at March 31, 2020 and its percentage of the company's voting rights decreased from 20.24%

to 20.23% (see Note 6.12).

The most significant transactions affecting the Group’s scope of consolidation in the six months ended

March 31, 2019 were as follows:

The Group sold its Outdoor Hospitality business – corresponding to the AMAC group – which

generated a net capital gain of €69,448 thousand recognized in the consolidated financial

statements.

The Group acquired Montbrun Camping, which had a €3,975 thousand positive impact on

consolidated equity.

Following the sale of the Outdoor Hospitality business, the minority shareholders of Holding Bel Air

Investissement (HBAI) exercised their put options granted by Bim SAS and Montbrun Camping, raising

Bim's interest in HBAI to 100%.

The Group also bought out the non-controlling interests in Hippocrate Phi SAS and now holds all of this

company’s shares.

The Group’s ownership interest in Elior Group SA increased from 16.94% at September 30, 2018 to

16.98% at March 31, 2019 and its percentage of the company's voting rights rose from 22.62% to

22.66%.

6) Notes to the Income Statement and Balance Sheet

6.1) Revenue

Consolidated revenue – which is generated exclusively in France – totaled €30,871 thousand in the

six months ended March 31, 2020 (versus €32,135 thousand for the six months ended March 31, 2019).

As explained in Note 6.2, the main revenue contributor was the Education business, whose revenue

totaled €24,520 thousand, up 2.0% year on year. The Hotels business’s revenue, however, decreased

17.3% to €6,351 thousand from €7,684 thousand.


17 / 31

6.2) Information by Business Segment

Recurring operating profit breaks down as follows by business segment:

- Six months ended March 31, 2020

(in € thousands) Holding

company

Catering Education Hotels Outdoor

Hospitality

Consolidated

total

Revenue - - 24,520 6,351 - 30,871

Recurring operating profit/(loss) (3,563) - 8,349 (690) (32) 4,063

Depreciation, amortization and

provisions for recurring operating

items (948) - (2,000) (1,644) - (4,591)

EBITDA (2,616) (18,172) 10,349 953 (32) (9,518)

Share of profit/(loss) of equity-

accounted investees

- (18,172) - - - (18,172)

Workforce (number of FTE) 4 - 260 96 - 360

- Six months ended March 31, 2019


company


Hospitality

Consolidated

total

Revenue 421 - 24,030 7,684 0 32,135

Recurring operating profit/(loss) (1,876) - 5,984 86 (32) 4,161

Depreciation, amortization and

provisions for recurring operating

items (1) - (562) (1,472) - (2,035)

EBITDA (1,875) 0 6,546 1,558 (32) 6,196

Share of profit/(loss) of equity-

accounted investees

- 0 - - - 0

Workforce (number of FTE) 5 - 295 98 - 398

The tables below provide a breakdown of non-current assets, bonds, bank borrowings and cash and

cash equivalents by business segment:

- At March 31, 2020


company


Hospitality

Consolidated

total

Goodwill - - 16,586 16,096 - 32,682

Intangible assets - - 689 8,849 - 9,538

Right-of-use assets – IFRS 16 407 - 15,656 2,804 - 18,867

Property, plant and equipment 0 - 6,889 38,869 - 45,759

Other non-current financial assets - - 970 96 - 1,066

Investments in equity-accounted

investees

- 339,536 - - - 339,536

Total non-current assets 407 339,536 40,791 66,714 - 447,448

Bank borrowings (excl. overdrafts) 160,877 - 244 27 - 161,147

Lease liabilities – IFRS 16 407 - 15,535 2,803 - 18,745

Cash and cash equivalents

(incl. overdrafts) 48,933 - 705 3,936 287 53,862


18 / 31

- At September 30, 2019


company


Hospitalit

y

Consolidated

total

Goodwill - - 16,586 16,096 - 32,682

Intangible assets - - 699 8,856 - 9,555

Right-of-use assets – IFRS 16 - - - - - -

Property, plant and equipment 1 - 7,107 40,324 - 47,432

Other non-current financial assets - - 951 94 (0) 1,045

Investments in equity-accounted

investees

- 375,493 - - - 375,493

Total non-current assets 1

375,493 25,343 65,370 (0) 466,208

Bank borrowings (excl. overdrafts) 160,940 - 98 - - 161,038

Lease liabilities – IFRS 16 - - - - - -

Cash and cash equivalents

(incl. overdrafts) 39,695 - 4,818 3,514 3,686 51,713

6.3) Personnel Costs and Workforce

Personnel costs amounted to €10,758 thousand in the six months ended March 31, 2020 versus

€12,415 thousand in the comparable prior-year period. The Group’s workforce at March 31, 2020 and

September 30, 2019 was as follows:

At March 31, 2020 At Sept. 30, 2019

Managers and supervisors 261 267

Other employees 99 100

Total workforce 360 367

6.4) Financial Income and Expenses

(in € thousands) Six months

ended

March 31, 2020

Six months

ended

March 31, 2019

Interest expense on debt "

" (2,883) (6,558)

Interest expense on right-of-use assets "

" (394) -

Other financial expenses "

" (1,636) (6,569)

Financial expenses (4,912) (13,127)

Income from investments "

" 1 268

Other financial income "

" 1,056 1,270

Reversals of provisions for financial assets 773 (0)

Financial income 1,830 1,538

Net financial income/(expense) (3,082) (11,589)


19 / 31

For the six months ended March 31, 2020, other financial expenses included:

, €1,242 thousand arising on the fair value remeasurement of the financial asset recognized in

connection with collars.

, €345 thousand in amortization of premiums on collars.

, €49 thousand in miscellaneous financial expenses.

For the six months ended March 31, 2019, other financial expenses included:

, €835 thousand arising on the fair value remeasurement of the financial asset recognized in

connection with collars.

, €3,647 thousand arising on the fair value remeasurement of interest rate swaps.

, €509 thousand arising on the unwinding of the SCI St Roch interest rate swap.

, €696 thousand in amortization of premiums on collars.

, €749 thousand in bank fees related to the buyback of bonds exchangeable for shares.

, €133 thousand in miscellaneous financial expenses.

Other financial income mainly concerns the fair value remeasurement of bonds exchangeable for

shares (€1,053 thousand for the six months ended March 31, 2020 versus €1,266 thousand for the

equivalent period of 2018-2019).

6.5) Non-recurring Operating Income and Expenses

For the six months ended March 31, 2020, this item represented net income of €518 thousand versus

€97 thousand in the first six months of 2018-2019. The first-half 2019-2020 figure includes €609 thousand

in disposal gains generated on the sale of 1,028,753 Elior Group shares.

6.6) Income Tax

The income tax charge for the first half of 2019-2020 was calculated based on the best estimate of the

annual tax rate expected for the full year, applied to projected first-half taxable profit.

At March 31, 2020, the Group applied a ceiling on the recognition of deferred tax assets recoverable

by offsetting prior-period losses against future taxable profit. This ceiling was based on the same five-

year earnings projections contained in the business plans of the Group’s various businesses as those

used for calculating value in use for the impairment tests performed on non-financial assets.

6.7) Goodwill

(in € thousands) Education Hotels Outdoor Hospitality Total

Value at September 30, 2018 16,777 16,096 - 32,873

Acquisitions (14) - - (14)

Disposals/retirements (176)

- (176)

Impairment - - - -

Value at September 30, 2019 16,586 16,096 - 32,682

Acquisitions - - - -

Disposals/retirements - - - -

Impairment - - - -

Value at March 31, 2020 16,586 16,096 - 32,682

Movements in goodwill in the year ended September 30, 2019 included the following:

A €14 thousand net decrease due to changes in additional purchase consideration relating

to acquisitions (a €58 thousand increase for Adrénaline Formation and a €72 thousand

decrease for Principe Actif).

An €11 thousand decrease arising on the derecognition of goodwill relating to Hippocrate

ECN Online.


20 / 31

A €165 thousand decrease due to the sale of Cape Sup Droit.

In view of the Covid-19 crisis that began in France in March 2020, the Group carried out a review of its

main CGUs at March 31, 2020 to identify if there were any indications of impairment in value. This review

took into account the impairment tests performed at September 30, 2019 and the sensitivity of these

tests to changes in the assumptions used, as well as business performance during the first half of 2019-

2020.

Following the review, Management noted that:

- Novetude Santé’s activities have only been very slightly impacted as it has been able to offer on-line

courses and it has already received tuition fees from students. Only continuing professional education

– which represents a very small portion of Novetude Santé’s overall business – saw course cancellations.

The clinical practicals of fifth-year osteopathy students have had to be postponed to the summer, but

this has not significantly affected revenue forecasts for the year.

- The Hotels business was affected by the crisis as from mid-March 2020, with the hotels only able to

gradually reopen since May 2020. However, at September 30, 2019, apart from one property, the

recoverable amounts of the Group’s hotels were at least 30% higher than their carrying amounts. This

estimate will be updated when the independent valuers carry out their annual valuations in October

2020.

6.8) Intangible assets

(in € thousands) Concessions,

patents and

similar rights

Leasehold

rights

Other

intangible

assets

Intangible

assets in

progress

Total

intangible

assets

Gross value at September 30, 2019 2,370 9,080 292 47 11,789

Acquisitions 66 - - 52 118

Disposals/retirements (65) - - - (65)

Other movements - - - - -

Gross value at March 31, 2020 2,371 9,080 292 99 11,841

Accumulated amortization and impairment

losses at September 30, 2019 (1,756) (319) (159) - (2,233)

Additions (107) - (17) - (123)

Reversals due to asset disposals/retirements 54 - - - 54

Other movements - - - - -

Accumulated amortization and impairment

losses at March 31, 2020 (1,808) (319) (175) - (2,303)

Carrying amount at September 30, 2019 614 8,761 133 47 9,555

Carrying amount at March 31, 2020 562 8,761 117 99 9,538

The Group's intangible assets essentially comprise leasehold rights related to The Chess Hotel building.


21 / 31

6.9) Right-of-Use Assets – IFRS 16

(in € thousands)

Right-of-use

assets – real

estate

Right-of-use

assets - other

Total right-of-

use assets –

IFRS 16

Gross value at September 30, 2019 - - -

Transition to IFRS 16 20,363 106 20,469

Acquisitions - - -

Disposals/retirements - - -

Other movements (45) - (45)

Gross value at March 31, 2020 20,317 106 20,424

Accumulated depreciation and impairment

losses at September 30, 2019 - - -

Additions (1,541) (16) (1,557)

Reversals due to asset disposals/retirements - - -

Other movements - - -

Accumulated depreciation and impairment

losses at March 31, 2020 (1,541) (16) (1,557)

Carrying amount at September 30, 2019 - - -

Carrying amount at March 31, 2020 18,777 91 18,867

6.10) Property, Plant and Equipment

(in € thousands) Land Buildings Technical

installations

Other items

of property,

plant and

equipment

Assets

under

construction

Prepayments

to suppliers of

property,

plant and

equipment

Total

property,

plant and

equipment

Gross value at September 30, 2019 9,164 24,549 1,340 39,117 269 - 74,438

Acquisitions - 5 1 535 284 - 824

Disposals/retirements - (20) (22) (877) - - (920)

Other movements - - - 142 (145) - (3)

Gross value at March 31, 2020 9,164 24,533 1,319 38,917 407 - 74,339

Accumulated depreciation and

impairment losses at September 30, 2019 - (7,750) (835) (18,421) (27,006)

Additions - (446) (24) (1,585) (2,056)

Reversals due to asset

disposals/retirements - 20 21 440 482

Other movements - - - (0) (0)

Accumulated depreciation and

impairment losses at March 31, 2020 - (8,176) (838) (19,566) - - (28,580)

Carrying amount at September 30, 2019 9,164 16,799 505 20,696 269 - 47,432

Carrying amount at March 31, 2020 9,164 16,357 480 19,351 407 - 45,759


22 / 31

6.11) Other Non-Current Financial Assets

(in € thousands) March 31, 2020 Sept. 30, 2019

Loans, guarantees and other receivables 1,064 1,043

Investments in non-consolidated companies and

other long-term equity interests 2 2

Other non-current financial assets 1,066 1,045

6.12) Investments in Equity-Accounted Investees (Associates)

Elior Group

In both of the fiscal periods presented in these condensed consolidated interim financial statements,

the Group exercised significant influence over the holding company of the Elior group (Elior Group SA).

Bim’s ownership interest in Elior Group decreased from 17.17% at September 30, 2019 to 16.74% at

March 31, 2020 following the sale of 1,028,753 Elior Group shares which generated a €609 thousand

capital gain recorded in the consolidated financial statements.

The carrying amount of the Elior Group shares held by Bim (accounted for by the equity method) totaled

€339,536 thousand at March 31, 2020 compared with €375,493 thousand at September 30, 2019.


Amount at beginning of period 375,493 335,923

Dividends paid (8,372) (10,390)

Capital increase and share transactions (9,580) 876

Share of profit/(loss) of equity-accounted investees (18,172) 45,396

Other movements 167 3,687

Amount at end of period 339,536 375,493

A summarized consolidated balance sheet and income statement for the Elior group is presented

below (in millions of euros).

Balance Sheet

(in € millions) March 31, 2020 Sept. 30, 2019

Non-current assets 3,039 2,827

Current assets 1,614 941

Total assets 4,653 3,768

Non-current liabilities 1,741 860

Current liabilities 1,311 1,238

Total liabilities 3,052 2,098

Equity 1,601 1,670

o/w attributable to non-controlling interests 1 2

Amortization of Elior Group goodwill applied in Bim's

consolidated financial statements prior to the transition to IFRS (286) (286)

Share held by the Group 220 237

Goodwill 120 138

Value of Elior Group shares 340 375

Income Statement


23 / 31

(in € millions) Six months ended

March 31, 2020

Year ended

Sept. 30, 2019

Six months ended

March 31, 2019 (*)

Revenue 2,459 4,923 2,594

Operating profit 40 160 106

Profit/(loss) for the period (18) 270 (1)

o/w attributable to non-controlling interests (1) (1) (1)

Profit/(loss) attributable to the Bim Group (18) 45 0

For the six months ended March 31, 2020, Bim’s share of Elior Group’s loss included a €15 million write-

down of the value of Elior Group shares.

(*) Revenue for the six months ended March 31, 2019 was restated following the non-material

reclassification of specific discounts that were previously presented in operating expenses and are now

presented as a deduction from revenue following Elior Group’s first-time application of IFRS 15. This

reclassification did not have any impact on consolidated revenue or adjusted EBITA for full-year 2018-

2019.

6.13) Trade and Other Receivables


Gross Net Gross Net

Trade receivables 5,745 5,488 15,929 15,645

Prepayments to suppliers 8 8 126 126

Employee-related receivables 156 156 40 40

Tax receivables (other than income tax) 1,982 1,820 1,905 1,728

Current accounts 1,353 1,353 1,353 1,353

Other receivables 138 138 111 111

Total trade and other receivables 9,382 8,964 19,464 19,003

6.14) Other Current Assets


Prepaid expenses 1,030 1,214

Dividends receivable 8,372 -

Other current assets 9,402 1,214

Dividends receivable correspond to €8,372 thousand in dividends not yet paid out by Elior Group at

March 31, 2020. This amount was paid in April 2020.

6.15) Cash and Cash Equivalents

Cash and cash equivalents, net of bank overdrafts, were as follows at March 31, 2020 and

September 30, 2019:


24 / 31


Marketable securities 97 97

Cash 53,935 51,791

Cash and cash equivalents presented in the balance

sheet 54,032 51,888

Bank overdrafts used (included in short-term debt in

the balance sheet) (169) (175)

Net cash and cash equivalents presented in the

statement of cash flows 53,862 51,713

6.16) Equity

1/ Share Capital of the Parent Company (Bim SAS)

At March 31, 2020, Bim SAS’s share capital was made up of 394,675,961 shares with a par value of €0.01

each, unchanged from September 30, 2019.

The Group's strategy is to keep a solid capital base in order to maintain the trust of investors and creditors

and support its business development.

2/ Put Options over Non-Controlling Interests

The Group has written put options over non-controlling interests in a number of its subsidiaries. The value

of the liabilities recognized for these options is presented in Note 6.22 and their effect on the Group's

equity is explained in the comments below the statement of changes in equity.

6.17) Long-Term Provisions

(in € thousands) Provisions for

claims and

litigation

Other provisions for

contingencies

Other provisions for

charges

Total long-term

provisions

Long-term provisions at

September 30, 2019 235 617 179 1,031

Additions 119 899 - 1,017

Reversals (5) (266) (91) (362)

Long-term provisions at

March 31, 2020 349 1,250 87 1,686

Long-term provisions primarily correspond to provisions for contingencies relating to the Education

business.

6.18) Post-Employment Benefit Obligations

Movements in this item break down as follows:

(in € thousands)


25 / 31

At September 30, 2018 852

Service cost 129

Interest expense 13

Actuarial (gains) and losses 47

At September 30, 2019 1,041

Service cost 157

Interest expense 5

Actuarial (gains) and losses (338)

At March 31, 2020 865

6.19) Debt


Long-term bank borrowings 158,507 159,318

Short-term bank borrowings 2,809 1,894

Total bank borrowings 161,317 161,213

- Fixed-rate bank borrowings 161,317 161,213

- Variable-rate bank borrowings - -

Finance lease liabilities - -

Total debt 161,317 161,213

The majority of the total €161,317 thousand debt figure recognized at March 31, 2020 corresponds to

bonds issued by Bim SAS, i.e. the secured bonds issued in November 2015 exchangeable for Elior

Group shares (representing €73,935 thousand net of issue costs) and the Euro PP carried out on

September 29, 2017 (representing €84,517 thousand).

Financial Covenants

The Group’s Euro PP debt is subject to a covenant based on the loan-to-value, or LTV, ratio (net

debt/revalued non-current assets), which is calculated each month. Any non-compliance with this

covenant could trigger early repayment of the borrowings. The covenant was respected at

March 31, 2020 and throughout the six months then ended.


26 / 31

6.20) Lease Liabilities – IFRS 16

Movements in lease liabilities were as follows during the first six months of 2019-2020:

(in € thousands)

Lease liabilities – IFRS 16 at Sept. 30, 2019 -

Transition to IFRS 16 20,469

Increase -

Decrease (1,724)

Lease liabilities – IFRS 16 at March 31, 2020 18,745

6.21) Derivative Financial Instruments

Derivative financial instruments recognized under liabilities correspond to interest rate swaps.

Derivatives recognized on the assets side of the balance sheet relate to prepaid forward sales of

Elior Group shares (representing an aggregate 6 million shares) hedged by collars.

1/ Prepaid Forward Sales Hedged by Collars

On February 1, 2016, March 22, 2016, June 23, 2016, February 15, 2018 and February 1, 2019, the Group

put in place five structured loans in the form of prepaid forward sales of Elior Group shares hedged by

collars. These transactions led to the sale of 5,999,999 Elior Group shares and the recognition of a

derivative instrument for which fair value remeasurements amounting to €2,797 thousand were

recorded at March 31, 2020 (versus €4,039 thousand at September 30, 2019).

2/ Interest Rate Swaps and Forward Currency Contracts

The Group’s derivative financial instruments are accounted for in accordance with IAS 39. The

impacts of these instruments are presented in the table below:


Hedging period Notional

amount Fair value

Notional

amount Fair value

Interest rate hedging

instruments

Bim SAS - interest rate swaps

From Nov. 13, 2020 through

Nov.13, 2025 50,000 (3,016) 50,000 (3,415)

Bim SAS - interest rate swaps

From Nov. 13, 2020 through

Nov.13, 2025 50,000 (3,429) 50,000 (3,803)

Total 100,000 (6,445) 100,000 (7,218)

Derivative financial instruments are accounted for at fair value through profit or loss.

The Group's overall hedging rate is presented in the description of financial risk management in

Note 6.27 below.

6.22) Other Non-Current Liabilities

At March 31, 2020, other non-current liabilities primarily included:

- €325 thousand in liabilities relating to acquisitions of securities which correspond to the put

options written by the Group over non-controlling interests in the Education business.

- €608 thousand in investment subsidies (versus €646 thousand at September 30, 2019).


27 / 31

6.23) Other Current Liabilities

At March 31, 2020, this item totaled €6,316 thousand (versus €26,395 thousand at September 30, 2019)

and primarily corresponded to deferred income related to the Education business, in which customers

make payments in advance.

6.24) Consolidated Cash Flows

For the six months ended March 31, 2020, the Group recorded a €2,149 thousand net increase in cash

and cash equivalents compared with an €86,629 thousand net decrease in the first half of 2018-2019.

The main movements in cash and cash equivalents in first-half 2019-2020 were as follows:

1) €6,780 thousand in net cash used in operating activities, reflecting:

, EBITDA amounting to €8,654 thousand (excluding Bim's share of Elior Group’s loss and after

eliminating €192 thousand in non-cash items), up €2,458 thousand on the first half of 2018-

2019.

, A €10,722 thousand cash outflow arising from the increase in working capital, mainly

attributable to the seasonal nature of the Education business.

, A €709 thousand net cash outflow from “Other income and expenses with an impact on

operating cash flow”, including a €484 thousand outflow for premiums on derivatives and a

net €335 thousand outflow from “Other non-recurring income and expenses”.

, €4,196 thousand in income tax paid.

2) €12,827 thousand in net cash generated from investing activities, reflecting:

, A €13,538 thousand positive effect of changes in scope of consolidation as a result of the

sale of Elior Group shares.

, A €1,055 thousand outflow for purchases of property, plant and equipment and intangible

assets, mainly in the Education Business.

3) €3,899 thousand in net cash used in financing activities, reflecting:

, A €1,751 net cash outflow for repayments of borrowings, mainly comprising €1,724 thousand

in repayments of lease liabilities and €16 thousand in repayments of bank borrowings for the

Education business.

, A €939 thousand net cash inflow from proceeds from shareholders’ loans, primarily

corresponding to a €1,001 thousand shareholder loan granted to Bim SAS by Sofibim SAS.

, A € 1 million dividend payout by Bim SAS.

, €2,097 thousand in interest paid.

Cash and cash equivalents presented in the statement of cash flows at March 31, 2020 amounted to

€53,862 thousand. This amount includes authorized bank overdrafts used at the reporting date, which

were recognized in current financial liabilities in the balance sheet in an amount of €169 thousand at

March 31, 2020.

6.25) Off-Balance Sheet Commitments

Guarantees given

Guarantees given by the Group totaled €268,691 thousand at March 31, 2020 (€268,708 thousand at

September 30, 2019) and corresponded to:

Mortgages on land or buildings purchased.

Pledges of business bases or shares in non-consolidated companies.


28 / 31

Guarantees received

Guarantees received by the Group totaled €1,123 thousand at March 31, 2020, unchanged from

September 30, 2019, and corresponded to a bank guarantee received as a counter-guarantee.

6.26) Related Party Transactions

On December 17, 2018, Bim SAS sold its interest in the themed catering group El Rancho (a non-

consolidated subsidiary). This transaction generated a disposal loss of €23 thousand during the first half

of 2018-2019.

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 SAS 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 6, 2018, Bim SAS purchased a further 17,460 shares

with stock warrants attached, for an aggregate €470 thousand. These shares and bonds were

acquired in addition to the €1 million worth of convertible bonds that Bim SAS had held since January

2015 issued by Yako, the holding company of the founders of Afrimarket. On September 18, 2019, the

Paris commercial court placed Afrimarket in liquidation. Bim has therefore fully written down its

Afrimarket shares. On September 30, 2019, Bim signed an agreement to sell all of its interest in the Yako

holding company (Afrimarket’s parent), comprising 1,000 convertible bonds and 10 preference

shares. This transaction generated a net disposal loss of €999,999.

No such related party transactions were carried out in the first half of 2019-2020.

6.27) Financial Risk Management and Fair Value of Financial Instruments

Exposure to Foreign Exchange Risk

The Group only operates in France and all of its external financing is denominated in euros.

Exposure to Interest Rate Risk

The Group is exposed to the risk of fluctuations in interest rates on some of its current or future variable-

rate debt whose rates are indexed to the Euro Interbank Offered Rate (“Euribor”) plus a margin.

In order to manage interest rate risk, the Group has set up interest rate swaps. These hedging

instruments help to mitigate any impacts that a rise in interest rates could have on its variable-rate

debt. The swap rates at which the Group’s debt was hedged (against the 3-month Euribor) were as

follows at March 31, 2020 and September 30, 2019:

March 31, 2020 Sept. 30, 2019

Interest rate hedging instruments

Bim SAS 0.98% 0.98%

At March 31, 2020, the sensitivity of the Group's finance costs to a 1% increase in market interest rates

was zero taking into account the interest rate hedges in place. As from November 2020, the impact

would be an annual decrease in finance costs of approximately €1 million due to the effect of the

Group’s two five-year forward-starting interest rate swaps representing a notional amount of

€50 million each, under which Bim is a fixed-rate borrower paying an average rate of 0.98%.

Exposure to Liquidity Risk

The Group manages liquidity risk by maintaining adequate reserves, bank loan facilities and reserve

borrowing facilities, by drawing up forecast cash flows, carefully monitoring actual cash flows by

comparing them against the forecasts, and matching the maturity profiles of financial assets and


29 / 31

financial liabilities as closely as possible. It also sets up hedging instruments and systems to track the

value of its assets in order to ensure compliance with financial covenants.

The Group's financial assets and liabilities at March 31, 2020 and September 30, 2019 can be analyzed

as follows by maturity:

- At March 31, 2020

(in € thousands) Due within

1 year

Due in 1 to 5

years

Due beyond

5 years

Total

Financial liabilities

Borrowings 2,809 158,507 - 161,317

Lease liabilities – IFRS 16 3,203 10,445 5,097 18,745

Derivative financial instruments - 6,445 - 6,445

Other financial liabilities 6,316 933 - 7,249

Financial assets

Trade and other receivables 8,964 - - 8,964


Other financial assets 9,402 1,066 - 10,468

Net position before hedging (6,038) 172,467 5,097 171,527

- At September 30, 2019

(in € thousands) Due within

1 year

Due in 1 to 5

years

Due beyond

5 years

Total


Borrowings 1,894 159,319 - 161,213


Other financial liabilities 26,395 971 - 27,366

Financial assets

Trade and other receivables 19,003 - - 19,003


Other financial assets 1,214 1,045 - 2,259

Net position before hedging 8,073 162,424 - 170,496

Exposure to Credit and Counterparty Risk

Credit and/or counterparty risk is the risk that a party to a contract with the Group will fail to meet its

obligations in accordance with the agreed terms, leading to a financial loss for the Group.

The main financial instruments that could expose the Group to concentrations of counterparty risk

are cash and cash equivalents, investments, and derivatives. The Group’s maximum exposure to

credit risk corresponds to the carrying amount of all of the financial assets recognized in the

consolidated financial statements, net of any accumulated impairment losses.

The Group only enters into hedging agreements with leading financial institutions and it currently

considers that the risk of any of these counterparties defaulting on their contractual obligations to be

very low as the financial exposure of each of these financial institutions is limited.


30 / 31

Fair Value of Financial Assets and Liabilities

The table below presents the Group’s financial assets and liabilities by category as well as their

carrying amounts and fair values and the account headings in which they are included in the

consolidated balance sheet. It also classifies financial instruments carried at fair value in accordance

with the levels of the IFRS fair value hierarchy as follows:

Level 1: Quoted instruments in an active market.

Level 2: Instruments whose fair value is determined using observable inputs other than quoted

prices included within Level 1.

Level 3: Instruments whose fair value is determined using valuation techniques based on

unobservable inputs. (in € thousands) Carried at

amortized

cost

Fair value

hierarchy

level

March 31, 2020 Sept. 30, 2019

Carrying

amount

Fair

value

Carrying

amount

Fair

value

Financial assets

Hedge funds Level 3 - - 0 -

Investments in subsidiaries and affiliates (**) 2 2 2 2

Other non-current financial assets Level 2 1,064 1,064 1,043 1,043

Derivative financial instruments

(*) 2,797 2,797 4,039 4,039

Trade and other receivables (*) 8,964 8,964 19,003 19,003

Other current assets (*) 1,030 1,030 1,214 1,214

Marketable securities Level 1 - - - -

Cash Level 1 54,032 54,032 51,888 51,888

Total financial assets 67,889 67,889 77,189 77,189


Other non-current liabilities Level 3 933 933 971 971

Borrowings Level 2 161,317 161,317 161,213 161,213

Derivative financial instruments Level 2 6,445 6,445 7,218 7,218

Trade and other payables (*) 10,282 10,282 10,426 10,426

Other current liabilities (*) 6,316 6,316 26,395 26,395

Total financial liabilities 185,292 185,292 206,223 206,223

(*) The fair values of current assets and liabilities were not measured as their carrying amounts correspond to a reasonable

approximation of their fair values.

(**) Investments in non-consolidated companies are measured at cost as their fair values cannot be estimated reliably.

6.28) Significant Events after the Reporting Date

During the second quarter of 2020, Bim bought back on the open market 784,010 exchangeable bonds

redeemable in November 2020. These bonds – representing an aggregate face value of €17.656 million

– were subsequently canceled.

On April 9, 2020, Bim SAS received an €8,371,768.91 dividend from Elior Group.

Following the French government’s decision to gradually ease the country’s lockdown as from Monday

May 11, 2020, Bim re-opened its head office on that date. A mix of in-company and home working had

been put in place, in strict compliance with the applicable Covid-19 health and safety rules. The priority

– both in the workplace and on the commute to work – is to protect Bim’s employees, while gradually

returning to business.

Compagnie Hôtelière de Bagatelle also began to gradually re-open its hotels during the month of May,

starting with the Chess Hotel and Platine Hotel.


31 / 31

6.29) List of Consolidated Companies

Company

No

te

% interest at March 31, 2020

Consolidation method in

first-half 2019-2020

% interest at Sept. 30,

2019

Consolidation method in

FY 2018-2019

Principal activity Address

Bim SAS 100.00% FULL 100.00% FULL Holding company 54 avenue Marceau 75008 Paris

Elior Group SA (1) 16.74% EQUITY 17.17% EQUITY Catering 11 allée de l’arche 92032 Paris la Défense cedex

CHB Invest II 100.00% FULL 100.00% FULL Holding company 54 avenue Marceau 75116 Paris

CHB Invest III 100.00% FULL 100.00% FULL Holding company 54 avenue Marceau 75116 Paris

Novetude Santé 100.00% FULL 100.00% FULL Education 1 rue Mozart 92110 Clichy

Novetude Santé Pro 100.00% FULL 100.00% FULL Education 1 rue Mozart 92110 Clichy

Ostéopathie Fi

100.00% FULL 100.00% FULL Education 1 rue Mozart 92110 Clichy

Collège Ostéopathique de Provence Aix-Marseille

100.00% FULL 100.00% FULL Education 50 rue Louis Grobet 13001 Marseille

Novetude Edition

100.00% FULL 100.00% FULL Education 4 rue Mozart 92110 Clichy

Réseau Franc'osteo 100.00% FULL 100.00% FULL Education 4 rue Mozart 92110 Clichy

Centre International d'Ostéopathie

100.00% FULL 100.00% FULL Education rue Pablo Neruda 42100 Saint Etienne

Hippocrate Phi 100.00% FULL 100.00% FULL Education 1 rue Mozart 92110 Clichy

SCI Jacques Rigollier 100.00% FULL 100.00% FULL Education 103 rue Bataille 69008 Lyon

Hippocrate Phi IV 100.00% FULL 100.00% FULL Education 1 rue Mozart 92110 Clichy

Centre Epsilon SASU 80.00% FULL 80.00% FULL Education 9 rue du château d'eau 75010 Paris

GIE Novétude Santé 100.00% FULL 100.00% FULL Education 1 rue Mozart 92110 Clichy

I.S.I.S

100.00% FULL 100.00% FULL Education 1B Avenue des tilleuls & 12 bld de la Corniche 74200 Thonon les Bains

Institut Toulousain D'Ostéopathie

100.00% FULL 100.00% FULL Education 90 rue du village d'entreprises 31 670 Labege

Principe Actif

100.00% FULL 100.00% FULL Education 945 avenue pic de Bretagne 13420 Gémenos

Adrenaline Formation (3)

0.00% - 100.00% FULL Education 945 avenue pic de Bretagne 13420 Gémenos

Hôtel Platine 100.00% FULL 100.00% FULL Hotels 43 avenue Marceau 75116 Paris

Collection Bagatel SAS 100.00% FULL 100.00% FULL Hotels 43 avenue Marceau 75116 Paris

Collection Bagatel SNC

100.00% FULL 100.00% FULL Hotels 43 avenue Marceau 75116 Paris

CHB Invest IV 100.00% FULL 100.00% FULL Hotels 43 avenue Marceau 75116 Paris

SCI Rue Ingénieur Keller


Hôtel Vice Versa 100.00% FULL 100.00% FULL Hotels 213 rue de la Croix Nivert 75015 Paris

Croix Nivert SCI 213 100.00% FULL 100.00% FULL Hotels 43 avenue Marceau 75116 Paris

Hôtel Les Plumes 100.00% FULL 100.00% FULL Hotels 43 avenue Marceau 75116 Paris

SCI 10 Rue Lamartine 100.00% FULL 100.00% FULL Hotels 43 avenue Marceau 75116 Paris

The Chess Hôtel 100.00% FULL 100.00% FULL Hotels 6 rue du Helder 75009 Paris

Octant Invest XII 100.00% FULL 100.00% FULL Hotels 43 avenue Marceau 75116 Paris

Hôtel les Théatres 100.00% FULL 100.00% FULL Hotels 43 avenue Marceau 75116 Paris

SCI 28 Rue St Roch


Le Roch Hôtel & Spa 100.00% FULL 100.00% FULL Hotels 43 avenue Marceau 75116 Paris

Holding Bel Air Investissements

100.00% FULL 100.00% FULL Outdoor

Hospitality 54 avenue Marceau 75008 Paris

Financière de Bel Air (2)

0.00% - 100.00% FULL Outdoor


Montbrun Camping (2) 0.00% - 100.00% - Outdoor


(1) Shares sold during the period

FULL: Fully consolidated companies

(2) Merged into Holding Bel Air Investissement EQUITY: Companies accounted for by the equity method

(3) Merged into I.S.I.S The euro is the functional currency of all the Group’s companies.

BimBim Consolidated financial statements at March 31, 2020 3 / 31 A) Consolidated Income Statement...

Documents

Transcript of BimBim Consolidated financial statements at March 31, 2020 3 / 31 A) Consolidated Income Statement...