Attached files

file filename
8-K/A - CURRENT REPORT - INNERWORKINGS INCv244969_8ka.htm
EX-23.1 - EXHIBIT 23.1 - INNERWORKINGS INCv244969_ex23-1.htm
EX-99.3 - EXHIBIT 99.3 - INNERWORKINGS INCv244969_ex99-3.htm
EX-99.4 - EXHIBIT 99.4 - INNERWORKINGS INCv244969_ex99-4.htm
 
Bellot Mullenbach & Associés
11, rue de Laborde
75008 Paris
France
Téléphone : + 33 (0) 1 40 08 99 50
Télécopieur : + 33 (0) 1 40 08 99 99
www.bma-paris.com
 
InnerWorkings, Inc.
600 W Chicago Ave., Ste. 850
Chicago, IL 60654
United States of America
 
Dear Sir,
 
We have audited the accompanying consolidated financial statements of Productions Graphics and its subsidiaries, which comprise the consolidated statement of financial position as at December 31, 2010, and the consolidated statement of operations/income, statement of changes in equity and statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information.
 
Management Responsibility for the Consolidated Financial Statements
 
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
 
Auditor's Responsibility
 
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
 
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
 
We believe that the audit evidence we have obtained are sufficient and appropriate to provide a basis for our audit opinion.
 
Productions Graphics
Independent Auditor's Report
Page 2 sur 3
 
 
 

 
 
Opinion
 
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Productions Graphics and its subsidiaries as at December 31, 2010, and their financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards.
 
Without qualifying our opinion, we draw your attention to the matter sets out in the Notes 5.1. and 5.6.22. in the financial statements regarding the opening balance sheet and the litigations.
 
Yours faithfully,
 
Paris, 9 January 2012
 
Bellot Mullenbach & Associés
 
/s/ Hervé Krissi
/s/ François Gonçalves
Hervé Krissi
François Gonçalves
 
Productions Graphics
Independent Auditor's Report
Page 3 sur 3
  
 
 

 

 
Consolidated financial statements as of 31
December 2010
 
IFRS consolidated financial statements
 
(Figures in k€)
 
 
 

 
 
Contents
   
1.
CONSOLIDATED INCOME STATEMENT
3
2.
CONSOLIDATED BALANCE SHEET
4
3.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
5
4.
CONSOLIDATED STATEMENT OF CASH FLOWS
5
5.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
5.1.
Opening Balance Sheet
6
5.2.
Scope of Consolidation
6
5.2.1.
Scope of consolidation of the group as of 31 December 2010
6
5.2.2.
Changes in the scope of consolidation during Fiscal Year 2010
6
5.3.
Highlights of the Financial Year
7
5.4.
Presentation of the Group’s businesses
9
5.5.
Summury of the Group’s significant accounting principles
9
5.5.1.
Accounting rules
9
5.5.2.
Estimates and assumptions
10
5.5.3.
Business combinations
11
5.5.4.
Method of Consolidation
11
5.5.5.
Foreign Currency Translation
12
5.5.6.
Revenue recognition
12
5.5.7.
Income taxes
12
5.5.8.
Intangible and tangible assets
12
5.5.9.
Inventories
13
5.5.10.
Account receivables
13
5.5.11.
Cash and cash equivalent
13
5.5.12.
Litigations
13
5.5.13.
Pension plans and other long-term employee benefits
14
5.6.
Notes to the P&L and balance sheet as of 31 december 2010
15
5.6.1.
Net revenue
15
5.6.2.
Cost of sales
16
5.6.3.
Other supplies and external expenses
16
5.6.4.
Tax expenses
16
5.6.5.
Wages
17
5.6.6.
Depreciation and reserve
18
5.6.7.
Other operating income and expenses
18
5.6.8.
Non-current income and expenses
18
5.6.9.
Financial result
18
5.6.10.
Income Tax
18
5.6.11.
Income from equity affiliates
19
5.6.12.
Intangible assets
19
5.6.13.
Tangible assets
19
5.6.14.
Financial assets
20
5.6.15.
Inventories
20
5.6.16.
Account receivables
20
5.6.17.
Other assets
20
5.6.18.
Cash
20
5.6.19.
Trade payables
21
5.6.20.
Current financial debts
21
5.6.21.
Other payables
21
5.6.22.
Provisions
21
5.6.23
Non current financial debts
21
5.7.
Off Balance sheet items
21
5.8.
Related-Party Transactions
22
5.9.
Events after the balance sheet date
22
 
 
2

 
 
1.
CONSOLIDATED INCOME STATEMENT
 
P&L - €k
       
FY09
   
FY10
 
Net revenue
    5.6.1       10 327       16 850  
Cost of sales
    5.6.2       (7 369 )     (12 256 )
Other supplies and external exp.
    5.6.3       (1 435 )     (1 889 )
Tax expenses
    5.6.4       (67 )     (102 )
Wages
    5.6.5       (1 131 )     (1 852 )
Depreciation and reserve
    5.6.6       (89 )     (326 )
Current operating expenses
            (10 092 )     (16 425 )
Other operating inc. and exp.
    5.6.7       113       83  
Current result
            348       509  
Non current income and exp.
    5.6.8       (2 )     (9 )
EBIT
            347       500  
Financial result
    5.6.9       49       7  
Result before tax
            396       507  
Income Tax
    5.6.10       (112 )     (118 )
Net result
            284       389  
Income from equity affiliates
    5.6.11       164       193  
Net result
            447       582  
Minority interest
            -       (73 )
Net result - part of the Group
            447       509  
                         
Basic earnings per share (in €)
            188,31       245,06  
 
 
3

 
 
2.
CONSOLIDATED BALANCE SHEET
 
Balance sheet - €k
       
FY09
   
FY10
 
Intangible assets
    5.6.12       100       128  
Tangible assets
    5.6.13       258       695  
Financial assets
    5.6.14       605       777  
Fixed assets
            963       1 600  
Inventories
    5.6.15               50  
Account receivables
    5.6.16       3 660       6 325  
Other assets
    5.6.17       202       993  
Cash
    5.6.18       492       1 900  
Current assets
            4 354       9 267  
Total assets
            5 317       10 869  
Share capital
            38       38  
Retained earnings
            867       1 232  
Net income
            447       509  
Minority interests
                    121  
Shareholder's equity
            1 352       1 900  
Trade payables
    5.6.19       2 724       4 640  
Current financial debts
    5.6.20       238       2 921  
Other payables
    5.6.21       612       896  
Current liabilities
            3 574       8 457  
Non current provisions
    5.6.22       8       8  
Non current financial debts
    5.6.23       383       503  
Non current liabilities
            391       511  
Total liabilities
            5 317       10 869  
 
 
4

 
 
3.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
 
Equity - €k
 
Part of the
group
   
Minority
interests
   
Total
 
Equity as of 31 December 2009
    1 352       0       1 352  
Scope of consolidation changes
            48       48  
Consolidated result as of FY10
    509       73       582  
Other movements: Grand Format's dividend
    (82 )             (82 )
Equity as of 31 December 2010
    1 779       121       1 900  
 
4.
CONSOLIDATED STATEMENT OF CASH FLOWS
 
Consolidated CF - €k
 
FY10
 
Net result
    582  
Depreciation of fixed assets
    183  
Provision
    212  
Increase of inventories
    (50 )
Increase of receivables
    (2 871 )
Increase of trade payables
    1 916  
Change in non trade WC
    (507 )
Change in working capital
    (1 511 )
Cash flow from operations
    (534 )
Cah in (out) on fixed assets
    (478 )
Cash in (out) on financial assets
    (173 )
Net increase in borrowings
    2 803  
Net cash flow
    1 619  
Cash - opening balance
    492  
Cash - opening balance from scope of consolidation change
    911  
Cash - closing balance
    1 900  
Cash variation
    1 619  
 
 
5

 
 
5.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 
5.1.
Opening Balance Sheet

Consolidated financial statements for fiscal year 2010 deal with first application of IFRS Standards.
To ensure the comparison between fiscal year 2009 and fiscal year 2010, consolidated financial statements for fiscal year 2009 presented in these notes are combined accounts which have been restated by leasing and integration of Grand Format by equity method. Besides, the provision for pension benefits is not evaluated because is not significant.

Consolidated financial statements for fiscal year 2009 have not been audited.

 
5.2.
Scope of Consolidation

 
5.2.1.
Scope of consolidation of the group as of 31 December 2010

Consolidated entities as of 31 December 2010 are as follow:
 
Name
 
Type
 
Register number
   
Capital (en €)
 
Head quarters
 
% of control
 
Method
Productions Graphics
 
Sas
  388 719 981       38 000  
Boulogne
 
parent
 
parent
Productions Graphics AV (1)
 
Sarl
  384 718 540       46 000  
Le Havre
    70 %
full
Productions Graphics CE (2)
 
Kft
 
HU11 677 666
      1 899  
Budapest
    51 %
full
Productions Graphics Hellas
 
Lc
  94 277 0001       4 500  
Athènes
    99 %
full
Productions Graphics Iberia
 
SI
  B65 420 515       3 600  
Barcelone
    99 %
full
Productions Graphics Canada
 
Inc
  1 166 828 450       100  
Montréal
    99 %
full
Grand Format
 
Sarl
  417 534 880       120 000  
L'étrat
    33 %
equity

 
(1)
Productions Graphics agencement et volumes
 
(2)
Productions Graphics Centrale Europe

 
5.2.2.
Changes in the scope of consolidation during Fiscal Year 2010

 
5.2.2.1.
Scope entries

Entities created or acquired during the fiscal year 2010 are as follow:

An acquisition took place in February 2010 of Productions Graphics Agencement ET Volumes.  The total purchase price was €50.4k for net assets of €170.3k for 70% of the company. This acquisition generated a badwill of €69k.
 
 
6

 

Creation of four companies:
 
 
·
Productions Graphics Central Europe In January 2010
 
·
Productions Graphics Iberia in June 2010
 
·
Productions Graphics Hellas in September 2010
 
·
Productions Graphics Canada in November 2010

 
5.2.2.2.
Entities not consolidated
 
Name
 
Type
 
Register number
   
Capital (en )
 
Head quarters
 
% of control
 
Productions Graphics Middle East
 
Tls
  733 037 6378       4 500  
Istanbul
    99 %

 
5.3.
Highlights of the Financial Year

 Because of our European and International development, our Group was able to sustain a high level of services with its clients.
We opened subsidiaries and offices in 10 new countries. At the close of 2010, Productions Graphics Group operates out of 24 countries.
This expansion was necessary and our success rate this year and for the 3 years to come, also consists of aiming for a higher mark up POS Material segments.
 
 We also opened our 3D design services and our R&D departments specifically to be the driving force of this growth. This permitted us to reinforce our expertise of POS.

2010 Results
Our annual performance on Profits before taxes is up to +28% on a constant like for like basis. The significant growth is higher than the market itself. We reached the objectives set in 2009 such as:
The creation of a Research & Development cardboard display

Procurement
A centralized European and International POS and products database secures our efficiency
launched in 2009 and based on a general idea of time and procurement optimization for our clients and procurement teams its development will continue during the next 2 years.
 
This database grows bigger with every client and serves the purpose of qualifying our database of suppliers already listed.
 
 
7

 
 
The organization of the procurement strategy has been designed to expand our procurement methodology and more control and reactivity in the negotiation process. The centralization and the consolidation of procurement contributed in optimizing our prices and offering higher savings to our clients.

The objective to satisfy our client is therefore complete.

Reporting tools
In 2010, the investment, which began in 2009 with our information system, has continued on many global contracts roll-outs. It has improved the efficiency of all the team (procurement, supplier’s selection, planning, reporting).
Our efforts were also concentrated on the implementation of service oriented solutions to optimize the relationship between the groups and our clients.
Based on our core values we have a long term relationships with our clients based on mutual respect, transparency and a continuous and on-going communication process with updated reporting.

A Promotional objects department
We have a regular demand of our clients for goodies and other promotional items and this is why we have decided to create a team “importation” of 4 dedicated people.
We have high expectations of this product segment. Our clients throughout Europe are asking us to expand our activities around this offer.

Logistics
The integration and the reinforcement logistic on the year 2010 are conveying great results and we have great expectations for the future. This service will strengthens even more the relationships with our client and will add a great value to our customer service experience throughout our overall process.

Accounting/Consolidation
The organization of the accounting/consolidation of Productions Graphics is based on a homogeneous, strict, and solid decision making system that helps us anticipate and drive the activity and results forward.

We are investing a lot on the development of our decision making system in 2010 to increase our reactivity based on financial data and to help the management to be more flexible in its decision making process.

Our finance and accounting teams have been strengthened and centralized in Paris area. They are constantly looking for a better cost control within the company and closely watch how the objectives set by the Board of Directors are evolving.
 
 
8

 

 
5.4.
Presentation of the Group’s businesses

Production Graphics Group is a leading provider of managed print and promotional procurement solutions to corporate clients across a wide range of industries. By integrating the talent of the Company’s employees with its proprietary technology, an extensive supplier base and domain expertise, the company procures, manages and delivers printed products as part of a comprehensive outsourced enterprise solution.
The Company is organized and managed as a single business segment, print procurement services, and is viewed as a single operating segment by the chief operating decision maker for purposes of resource allocation and assessing performance.

 
5.5.
Summary of the Group’s significant accounting principles

The consolidated financial statements of Production Graphics Group are prepared in accordance with IFRS as adopted by the European Union. The preparation of the financial statements in accordance with IFRS requires certain accounting estimates to be made.

Management must also use its judgment when applying the Group’s accounting methods. The accounting methods described below is those which require the greatest reliance on Management estimates and judgments.

The accounting methods described below have been applied consistently across all financial years presented.

 
5.5.1.
Accounting rules

Accounting methods applied by the Group for establishing consolidated financial statements as of 31 December 2010 are as following:

 
·
IAS 1: Presentation of financial statements
 
·
IAS 2: Inventories
 
·
IAS 7: Statements of Cash Flows
 
·
IAS 10: Events after the Reporting Period
 
·
IAS 12: Income Taxes
 
·
IAS16: Property Plant and Equipment
 
·
IAS 17: Leases
 
·
IAS 18: Revenue
 
·
IAS 19: Employee benefits
 
·
IAS 21: The effects of changes in foreign exchange rates

 
9

 
 
 
·
IAS 23: Borrowing costs
 
·
IAS 24: Related party disclosures
 
·
IAS 26: Accounting and reporting by retirement benefit plans
 
·
IAS 27: Consolidated and separate financial statements
 
·
IAS 32: Financial instruments – presentation
 
·
IAS 33: Earnings per share
 
·
IAS 34: Interim financial reporting
 
·
IAS 36: Impairment of assets
 
·
IAS 37: Provisions contingent liabilities and contingent assets
 
·
IAS 38: Intangible assets
 
·
IAS 39: Financial instruments – recognition and measurement
 
·
IFRS 1: First time adoption of IFRS
 
·
IFRS 3: Business combinations
 
·
IFRS 7: Financial instruments - disclosures
 
·
IFRS 8: Operating segments

The Group does not apply following IFRS standards:
 
 
·
IAS 8: Accounting policies – changes in accounting estimates and errors
 
·
IAS 11: Construction contracts
 
·
IAS 20: Accounting for government grants and disclosure of government assistance
 
·
IAS 28: Investments in associates
 
·
IAS 29: Financial reporting in hyperinflationary economies
 
·
IAS 31: interests in joint ventures
 
·
IAS 40: Investment property
 
·
IAS 41: Agriculture
 
·
IFRS 2: Share-based payment
 
·
IFRS 4: Insurance contracts
 
·
IFRS 5: Non-current assets held for sale and discontinued operations
 
·
IFRS 6: Exploration for and evolution of mineral resources

 
5.5.2.
Estimates and assumptions

The preparation of consolidated financial statements in conformity with accounting principles generally accepted under IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results can differ from those estimates.

 
10

 

Main estimates and assumptions are the following:
 
·
Evaluating provisions
 
·
Evaluating pension benefits

Pension benefits have been estimated regarding following assumptions:
 
o
Actualization rate of 4,5%
 
o
Retirement age: 65
 
o
Type of departure: Volunteer
 
o
Increase of salaries: 1%
 
o
Turnover rate: Low.

Entities being young, except for Production Graphics Agencement ET Volumes, the provision for pension benefits is not significant.

 
5.5.3.
Business combinations

The use of IFRS 3 revised standards result from a more systematic use of fair value:
 
·
Costs related to a business combination are to be expensed in profit or loss
 
·
Interests held prior to the date a controlling is acquired are to be revalued to fair value
 
·
A single amount of goodwill is to be recognized, based on measurement at the date control was acquired
 
·
Non-controlling interests are to be measured either at fair value or based on their share in the fair value of the acquirer’s identifiable assets and liabilities
 
·
Adjustments to contingent consideration and deferred income tax asset relating to the acquisition are generally to be recognized in profit or loss.
The Group applies the revised IFRS 3 with effect from 1st January 2010.
This has no impact for FY10.

 
5.5.4.
Method of Consolidation

All the subsidiaries are integrated by using the full consolidation method.
Grand Format has been integrated through the equity method.

 
11

 

 
5.5.5.
Foreign Currency Translation

The functional currency for the Company’s foreign operations is the local currency. Assets and liabilities of these operations are translated into Euro at the rates of the exchange at the balance sheet date. The resulting translation adjustments are included in accumulated other comprehensive income, a separate component of stockholders’ equity. Income and expense items are not translated at average monthly rates of exchange but are translated at the balance sheet date. Realized gains and losses from foreign currency transactions were not material.

 
5.5.6.
Revenue recognition

Revenue is recognized when title transfers, which occur when the product is shipped either from a third party to the customer or shipped directly from our warehouse to the customer. Unbilled revenue relates to shipments that have been made to customers for which the related account receivable has not yet been billed.
The Company recognizes revenue on a gross basis, as opposed to a net basis similar to a commission arrangement, because it bears the risks and benefits associated with revenue-generated activities by: (1) acting as a principal in the transaction; (2) establishing prices; (3) being responsible for fulfillment of the order; (4) taking the risk of loss for collection, delivery and returns; and (5) marketing the products, among other things.

 
5.5.7.
Income taxes

The Company accounts for income taxes under which deferred assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between financial statement carrying values of assets and liabilities and their respective tax bases.  A valuation allowance is established to reduce the carrying value of deferred tax assets if it is considered more likely than not that such assets will not be realized. Any change in the valuation allowance would be charged to income in the period such determination was made.
Based on the Company’s evaluation, it was concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. The evaluation was performed for the tax year ended December 31, 2010, which remains open for examination by major tax jurisdictions as of December 31, 2010.

 
5.5.8.
Intangible and tangible assets

The Company amortizes its intangible assets with finite lives over their respective estimated useful lives. The Company’s intangible assets consist of software. Software is being amortized on the straight-line basis over approximately three years.

 
12

 

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. The estimated useful lives, by asset class, are as follows:
- Software
3 Years
- Lease Improvements
9 Years
- Automobiles
3 Years
- Furniture and fixtures
3 Years

 
5.5.9.
Inventories

Inventories are stated at the lower of cost or market. Cost is determined by first-in, first-out method, and represents the lower of replacement cost or estimated realizable value. Inventories consist of purchased finished goods.

 
5.5.10.
Account receivables

Accounts receivable are uncollateralized customer obligations due under normal trade terms. Invoices require payment within 30 to 90 days from the invoice date. Accounts receivable are stated at the amount billed to the customer. Interest is not accrued on outstanding balances.
The carrying amount of accounts receivable is reduced by an allowance that reflects management’s best estimate of the amounts that will not be collected. Management individually reviews all accounts receivable balances and, based on an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected. Fully reserved receivables are reviewed on a monthly basis and uncollectible accounts are written off when all reasonable collection efforts have been exhausted.

 
5.5.11.
Cash and cash equivalent

The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents.

 
5.5.12.
Litigations

Production Graphics SAS is within litigation with a competitor. The latter claim is Euro 650k. According to the management, the current estimate of the potential exposure is much lower as later in 2011, the competitor asked for a Euro 300k compensation to settle the litigation. In response PG SAS has proposed Euro 100k. This proposal has been rejected by the competitor. The first hearings are planned on 27 January 2012.

 
13

 

Production Graphics SAS is in litigation with an employee, whose claim amounts to Euro 63k. According to the management, the valuation was not reliable enough to book a provision as of 31st December 2010. Management is not aware that a date has been set for the first hearing.

 
5.5.13.
 Pension plans and other long-term employee benefits

The Group’s companies have long-term commitments to their employees in terms of retirement benefits and seniority bonuses.
The Group has not calculated any provision for pension for subsidiaries employees. The impact is immaterial, because the employees are young.
See §5.5.2. for actuarial hypothesis.

 
14

 

 
5.6.
Notes to the P&L and balance sheet as of 31 december 2010

 
5.6.1.
Net revenue
 
Net revenue
 
FY09
   
FY10
 
                 
Net revenue
    10 327       16 850  
                 
Total
    10 327       16 850  

The consolidated turnover grows by 62 %:

 
·
External growth: Companies PG Central Europe (Budapest) and PG Agencement et Volumes became part of the Group at the beginning of 2010
 
·
Organic growth 47 %

We consolidated and increased our position with our exisiting customers (EuroMaster's degree, Reckitt Benckiser, Pepsico France, Auchan).
New accounts such as Pfizer Inc, Henkel, Seb, l’Oéral have also contributed to the growth.

Segment reporting

This section only presents a segment analysis of revenue, which is the only information the on which the management keeps a close focus. This analysis reflects the information used by the Group’s management to monitor the development of the performance. Due to the confidentiality, no information is communicated about gross margin or operating result by division. Moreover, the management does not monitor this information.

The Group’s turnover is analyzed by expertise and the split can be showed as follow:
 
Net revenue per expertise
 
FY09
   
FY10
 
Pos
    4 131       8 257  
Posters
    1 962       1 854  
Other Print
    4 234       6 066  
Promotionnal items
            674  
Total
    10 327       16 850  
 
 
15

 

Turnover split 2010 per expertise
 

 
5.6.2.
Cost of sales
 
Cost of sales
 
FY09
   
FY10
 
Cost of sales
    7 369       12 256  
Total
    7 369       12 256  

Cost of sales are composed of subcontracting, printing and logistic.

 
5.6.3.
Other supplies and external expenses

Other supplies and external exp.
 
FY09
   
FY10
 
leasehold and building expenses
    178       319  
Fees
    859       763  
Travel expenses
    171       313  
Others
    227       494  
Total
    1 435       1 889  

 
5.6.4.
Tax expenses

These items for 102Ke as of th 31 december correspond to legal taxes applicable in each country correponding to a French specific tax worked out on work capital (CET= CVAE and CFE), and on turnover (Organic).
 
 
16

 

 
5.6.5.
Wages
 
Wages
 
FY09
   
FY10
 
Gross Salary
    784       1 267  
Bonus
    0          
Social tax
    347       536  
Pension
    0       49  
Total
    1 131       1 852  

Staff variation


Staff distribution by countries in 2010

 
 
17

 

 
5.6.6.
Depreciation and reserve

Depreciation deals with depreciation of intangible and tangible assets.
Reserve deals with depreciation of receivables.

Depreciation
 
FY09
   
FY10
 
Intangible and tangible
    89       183  
Provision for doubtfull
    0       212  
Badwill
    0       (69 )
Total
    89       326  

 
5.6.7.
Other operating income and expenses

Other operating inc. and exp.
 
FY09
   
FY10
 
Other operating income
    113       83  
Capitalised production
    113       83  
Other operating expense
    0       0  
Total
    113       83  

 
5.6.8.
Non-current income and expenses

Non-current income is mainly composed of extraordinary sales realized by Productions Graphics Agencement et Volumes.
Non-current expense is mainly composed of a transaction with an employee.

 
5.6.9.
Financial result

Financial result
 
FY09
   
FY10
 
Dividends from Grand Format
    85       85  
Others
    4       15  
Financial income
    89       100  
Interests
    37       66  
Leasing
    3       9  
Factor
            18  
Financial expense
    40       93  
Total
    49       7  

 
5.6.10.
Income Tax

Income Tax
 
FY09
   
FY10
 
Income Tax
    112       118  
Total
    112       118  
 
There is no deferred tax provided at 31 December 2010 because of immaterial amounts.
 
 
18

 
 
Tax proof reconciliation is not performed because conslidated accounts are mainly composed by Productions Graphics and Productions Graphics (AV) (french tax rates )

 
5.6.11.
Income from equity affiliates

Production Graphics owns 33% of Grand Format and has been consolidated by the equity method. This method consists in recognised:
 
-
In the P&L 33% of the result of Grand Format which belongs to Production Graphics Group
 
-
In the financial assets 33% of the equity of Grand Format
 
-
In retained earnings (equity) 33% of the share capital and retained earnings of Grand Format
 
-
In net result (equity) 33% of the result of Grand Format which belongs to Production Graphics Group

 
5.6.12.
Intangible assets

         
Aquisition/
   
Disposals/
             
         
Additionns to
   
Reversals of
   
Chang in scope
       
Intangible assets
 
Dec 31.2009
   
Provision
   
provision
   
of consolidation
   
Dec 31.2010
 
Research and development expenses
    109                         109  
Other intagiblities assets
    0       11             65       77  
Gross value
    109       11       0       65       186  
Research and development expenses
    (9 )     (36 )                     (45 )
Other intagiblities assets
            (13 )                     (13 )
                                         
Accumulated amortization and impairement
    (9 )     (49 )     (0 )     (0 )     (58 )
Research and development expenses
    100       -36       0       0       64  
Other intagiblities assets
    0       -1       0       65       64  
Intangible assets.nets
    100       -37       0       65       128  

 
5.6.13.
Tangible assets
 
         
Aquisition/
   
Disposals/
             
          
Additionns to
   
Reversals of
   
Chang in scope
       
Tangible assets
 
Dec 31.2009
   
Provision
   
provision
   
of consolidation
   
Dec 31.2010
 
                               
Lease Improvements
    84       87             73       244  
Automobiles
    11       23             16       49  
Furniture fixtures
    271       283             70       624  
Others tangible
            76                     76  
Gross value
    366       468       0       159       993  
Lease Improvements
    (14 )     (28 )             (14 )     (56 )
Automobiles
    (11 )     (7 )             (14 )     (32 )
Furniture fixtures
    (83 )     (100 )             (27 )     (210 )
Others tangible
                                    0  
Accumulated amortization and impairement
    (108 )     (134 )     (0 )     (55 )     (297 )
Lease Improvements
    70       59       0       59       188  
Automobiles
    0       16       0       1       17  
Furniture fixtures
    188       183       0       43       414  
Others tangible
    0       76       0       0       76  
Tangible assets.nets
    258       334       0       103       695  

 
19

 

 
5.6.14.
Financial assets

Financial assets are mainly composed of the percentage of equity held in Grand Format.

 
5.6.15.
Inventories

Inventory is not a significant value and comprises only of P.O.S. material.

 
5.6.16.
Account receivables
 
Account receivables
 
FY09
   
FY10
 
Account receivables
    3 437       2 550  
Invoices to be issued
    0       819  
Factor
    223       3 169  
Gross value
    3 660       6 538  
Depreciation
            (212 )
depreciation
            (212 )
Account receivables net
    3 660       6 325  

 
5.6.17.
Other assets
 
Other assets
 
FY09
   
FY10
 
Employees
    2       19  
Social secuirities
            16  
Credit to receive
    99       9  
VAT
    72       362  
Income tax
            123  
Current accounts
    29       250  
Prepaid expenses
            214  
Total
    202       993  

The current account is related to cash pooling with Winthop, the parent company.

 
5.6.18.
Cash

Cash
 
FY09
   
FY10
 
Cash
    492       1 900  
Total
    492       1 900  
 
No trapped cash as of 31 december 2010.

 
20

 

 
5.6.19.
Trade payables

Trade payables
 
FY09
   
FY10
 
Suppliers
    2 724       4 634  
Invoices not received
            6  
Total
    2 724       4 640  
 
 
5.6.20.
Current financial debts
 
Current financial debts
 
FY09
   
FY10
 
Factor
    223       2 833  
Leasing
    15       88  
Total
    238       2 921  

 
5.6.21.
Other payables

Other payables
 
FY09
   
FY10
 
Social tax
    178       209  
Fiscal tax
    434       638  
Pension Benefit
            49  
Total
    612       896  
 
 
5.6.22.
Provisions

Production Graphics is facing two litigations which are at an early stage. The potential financial exposures are assesed to €713k. There is no provision booked as of 31 December 2010; no reliable assessment is possible at this stage

 
5.6.23.
Non-current financial debts

Not Current financial debts
 
FY09
   
FY10
 
borrowings
    303       224  
bank overdraft
    25       78  
Leasing
    55       201  
Total
    383       503  
 
 
5.7.
Off Balance sheet items

None

 
21

 

 
5.8.
Related-Party Transactions

Intra-group are mainly driven between Wintrop and Production Graphics SAS:
 
-
Because Wintrop financial policy is toi centralize cash surplus, PG SAS must place surplus with the company.
 
-
There is also a business contract between both entities.

There are also financial contracts and business contracts between Productions Graphics SAS and its subsidiaries.

 
5.9.
Events after the balance sheet date

Main events are related to the creation of subsidiaries at the beginning of fiscal year 2011:
 
-
Production Graphics UK (London),
 
-
Production Graphics Polska (Varsovia).
 
 
22