31/10/2024 08:00 |
AMA : RAPPORT FINANCIER SEMESTRIEL 2024 |
INFORMATION REGLEMENTEE
KPMG S.A.
7 Boulevard Albert Einstein AMA Corporation BP 41125 Immeuble Calypso 44311 Nantes Cedex 3 Téléphone : +33 (0)2 28 24 10 10 130 rue Eugène Pottier Télécopie : +33 (0)2 28 24 10 16 35000 RENNES Site internet : www.kpmg.fr Nantes, le 30 octobre 2024 Rapport mission d’établissement des comptes consolidés Conformément aux termes de notre lettre de mission en date du 4 décembre 2023, nous avons mis en œuvre les diligences que nous avions contractuellement définies : L’objectif principal de notre mission est d’établir les états financiers consolidés de votre groupe pour le semestriel au 30 juin 2024. Elle comporte les étapes suivantes : Une assistance à la mise en place du process de consolidation. L’établissement des comptes consolidés proprement dits (bilan, compte de résultat, tableau de flux de trésorerie et annexes). Ne réalisant pas de mission d’opinion sur les différentes sociétés du groupe, la responsabilité de la fiabilité de l’information financière reste exclue du champ d’application de cette mission. Ils comportent 29 pages et se caractérisent par les données suivantes : Montant des capitaux propres consolidés (part groupe) 5 103 KEUR Total du bilan 12 342 KEUR Chiffre d’affaires 1 288 KEUR Résultat net consolidé (4 770) KEUR Les travaux que nous avons mis en œuvre dans le cadre de cette mission ne constituent ni un audit, ni un examen limité ; en conséquence, nous n’exprimons pas d’opinion sur les comptes de votre entité qui sont joints au présent rapport. KPMG SA Aurélien Garel Expert-comptable KPMG Audit Ouest, société de commissaires aux comptes Société par actions simplifiée rattachée à la Compagnie régionale des commissaires aux Siège social : comptes de Ouest Atlantique. 7 Boulevard Albert Einstein Société française membre du réseau KPMG constitué de 44311 Nantes Cedex 3 cabinets indépendants affiliés à KPMG International Limited, Capital social : 200 000 € une société de droit anglais (« private company limited by 512 802 547 RCS Nantes guarantee »). AMA Group Condensed Consolidated Interim Financial Statements June 30,2024 CONSOLIDATED INCOME STATEMENT € 000 Notes 2024.06 2023.06 Revenue 7.1 1 288 1 664 Cost of sales 7.3 (310) (535) Other income 7.2 78 232 Other purchases and external expenses 7.3 (1 815) (1 319) Personnel expenses 7.4.2. (2 840) (3 407) Amortisation and depreciation of property, plant and equipment and intangible assets 11.1 & 11.2 (468) (581) Other expenses 7.3 (83) (114) Current operating loss (4 149) (4 061) Non-current operating income Non-current operating expenses 7.5 (647) - Non-current operating loss (647) - Financial income 8. 128 52 Financial expense 8. (91) (92) Net financial expense 37 (40) Loss before income tax (4 759) (4 101) Income tax expense (11) (14) Loss for the year (4 770) (4 115) Profit (loss) for the year: Attributable to owners of the Group (4 728) (4 079) Attributable to non-controlling interests (42) (36) Earnings per share Basic earnings per share (in euros) 10 (0,09) (0,18) Diluted earnings per share (in euros) 10 (0,09) (0,18) 2 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME € 000 Notes 2024.06 2023.06 Loss for the year (4 770) (4 115) Remeasurements of the net defined benefit liability (asset) (actuarial gains and 7 (4) losses) 7.4.2 Deferred tax on actuarial gains and losses (2) 1 Total items that may not be recycled through profit and loss 5 (3) Foreign currency translation differences 6 (18) Total items subsequently recycled through profit and loss 6 (18) Total comprehensive income/(loss), net of tax 11 (21) Total comprehensive loss (4 759) (4 135) Attributable to: Owners of the Group (4 717) (4 098) Non-controlling interests (42) (37) 3 CONSOLIDATED BALANCE SHEET € 000 2024.06 2023.12 Intangible assets 11.1. 6 16 Property, plant and equipment 11.2. 201 302 Right-of-use assets 12. 1 113 1 093 Financial assets 13. 169 164 Deferred tax assets 52 51 Non-current assets 1 541 1 626 Inventories 14. 452 495 Research tax credit receivable 15. 173 129 Trade receivables and related accounts 15. 547 676 Other current assets 15. 393 437 Cash and cash equivalents 16. 9 237 9 390 Current assets 10 802 11 126 Total assets 12 342 12 753 Share capital 17.1 7 680 7 680 Share premium and reserves 37 505 37 505 Foreign currency translation reserve 53 47 Retained earnings (40 136) (39 524) Equity attributable to owners of the Group 5 103 5 708 Non-controlling interests 35 76 Total shareholders' equity 5 138 5 784 Non-current loans and borrowings 19.2 1 893 2 152 Lease liabilities 12. & 19.2 707 574 Defined benefit liability 100 132 Deferred tax liabilities 1 2 Non-current liabilities 2 701 2 859 Current tax liabilities 2 1 Current loans and borrowings 19.2 577 700 Lease liabilities 12. & 19.2 424 529 Trade and other payables 20. 1 015 807 Contract liabilities (deferred income) 7.1 1 223 1 308 Current provisions 18. 483 11 Other current liabilities 20. 779 754 Current liabilities 4 504 4 110 Total liabilities 7 205 6 968 Total shareholders' equity and liabilities 12 342 12 753 4 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Equity attributable to owners of the Group Foreign curency Retained Non-controlling € 000 Note Share capital Share premium translation Total Total equity earnings interests reserve Balance at 1st Jan. 2023 3 207 34 161 69 ( 31 759) 5 679 117 5 796 Profit (loss) for the year ( 4 079) ( 4 079) ( 36) ( 4 115) Other comprehensive income ( 17) ( 3) ( 20) ( 1) ( 21) Profit / (loss) and other comprehensive income - - ( 17) ( 4 081) ( 4 098) ( 37) ( 4 135) Capital increase 17.1 4 473 3 351 7 824 7 824 Capital reduction allocated to Guillemot Brothers' shareholder loan 3.1 - - - Decrease in non-controlling interests with no change in control 5.2. - - - - Increase in non-controlling interests with no change in control 5.2. ( 4) ( 4) ( 1) ( 6) Equity-settled share-based payments 7.4. 160 160 - 160 Total transactions with owners of the Group 4 473 3 351 - 156 7 980 ( 1) 7 979 - - Shareholders' equity at 30 Jun. 2023 7 680 37 513 51 ( 35 684) 9 560 79 9 640 Balance at 1st Jan. 2024 7 680 37 505 47 ( 39 524) 5 708 76 5 784 Profit (loss) for the year ( 4 728) ( 4 728) ( 42) ( 4 770) Other comprehensive income 6 5 11 0 11 Profit / (loss) and other comprehensive income - - 6 ( 4 723) ( 4 717) ( 42) ( 4 759) Capital increase - - - - Waiver of Guillemot Brothers's shareholder loan 4 000 4 000 4 000 Capital reduction allocated to Guillemot Brothers' shareholder loan 3.1 - - Decrease in non-controlling interests with no change in control 5.2. - - - - Increase in non-controlling interests with no change in control 5.2. ( 0) ( 0) 1 1 Equity-settled share-based payments 7.4. 112 112 - 112 Total transactions with owners of the Group - - - 4 112 4 112 1 4 113 Shareholders' equity at 30 Jun. 2024 7 680 37 505 53 ( 40 136) 5 103 35 5 138 5 CONSOLIDATED CASH FLOW STATEMENT € 000 Notes 2024.06 2023.06 Loss for the year (4 770) (4 115) Adjustments for: – Depreciation of right of use assets 12. 330 307 – Depreciation of property, plant and equipment 11. 129 255 – Amortisation of intangible assets 11.2 9 25 – Net financial expense 8 (37) 40 – Loss or gain on sale of property, plant and equipment 11.2 (2) 17 – Cost of share-based payment 7.4.3 112 160 – Income tax expense / (income) 9.1 11 14 – Restructuring provision 18 481 - – Other non-cash items (0) (65) Total adjustments 1 031 751 Operating cash flow before change in working capital and income tax (3 739) (3 363) Effect of changes in: – Inventories 14. 44 175 – Trade receivables and related accounts 15. 117 285 – Contract liabilities 7.1 (92) (55) – Advances and downpayments 20. 10 28 – Trade payables and related accounts 20. 219 41 – Provisions and employee benefits (29) 6 – Other receivables/current liabilities 15 & 20 61 (88) Total changes 330 391 Operating cash flow before income tax paid (3 409) (2 972) Income tax paid (57) (79) Net cash used in operating activities (3 466) (3 051) Acquisition of property, plant and equipment and intangible assets 11. (32) (30) Disposals of property, plant and equipment and intangible assets 11. 1 (3) Capitalised development costs 11. - - Investment grants (incl. Research tax credit offsetting capitalised costs) - - Acquisition of financial assets (4) (14) Disposal of financial assets - 54 Net interest received 120 11 Net cash provided by (used in) investing activities 85 19 Capital increase 17. - 7 824 Proceeds from new loans and borrowings 19. 4 000 - Repayment of loans and borrowings 19. (382) (368) Payment of lease liabilities 12. (327) (294) Acquisition of non-controlling interests 5.2. - (6) Interest paid on loans and bank overdrafts 19. (36) (45) Interest paid on lease liabilities 12. (24) (12) Net cash provided by (used in) financing activities 3 231 7 099 Net increase (decrease) in cash and cash equivalents (150) 4 066 Cash and cash equivalents at January 1 9 390 8 603 Effect of movements in exchange rates on cash held (2) (28) Cash and cash equivalents at 30 Jun 9 237 12 641 6 NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 1. Presentation of the Group AMA Corporation Plc ("the Company") is domiciled in the United Kingdom. The Company’s registered office is located in London. The consolidated financial statements comprise those of the Company and its subsidiaries (together referred to as "the Group"). The Group is a software developer and systems integrator for collaborative work, providing advanced, highly-secure remote solutions for connected devices. The Group’s XpertEye suite provides augmented reality, dynamic workflow management, and dynamic online scheduling and planning. Combined with smart glasses or other camera sources (endoscope, microscope, dermatoscope, etc.), these innovative solutions enable experts and on-site technicians to share data and knowledge in real time, making remote support easier and more effective for users. They meet an increasing need for smart workplace transformation in companies seeking to boost productivity and competitiveness in a wide range of areas such as remote support, training, testing and healthcare. These IFRS condensed consolidated interim financial statements for the 6-month period ending on June 30, 2024 have been approved by the Board of the Company on October 28, 2024. 2. Basis for preparation 2.1. Statement of compliance These condensed consolidated interim financial statements for the 6-month period ending on June 30, 2024 have been prepared in accordance with IAS 34 "Interim Financial Reporting" as adopted by the European Union (EU) and should be read in conjunction with the latest Company’s annual financial statements for the year ending on December 31, 2024 of the Company (the "latest annual financial statements"). They do not include all the information required for a complete set of financial statements prepared under IFRS. They do, however, include selected notes explaining significant events and transactions in order to understand the changes in the Company's financial position and performance since the last annual financial statements. The accounting policies used to prepare these unaudited interim condensed consolidated financial statements are identical to those applied by the Group as of December 31, 2023, except for: texts whose application is compulsory as from January 1, 2024; the specific provisions of IAS 34 used in the preparation of the interim financial statements. The new texts that are mandatory as of January 1, 2024, are the following: Amendments to IAS 1 Presentation of Financial Statements – Classification of Liabilities as Current or Non-current, and Non-current Liabilities with Covenants; Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures – Supplier Finance Agreements; and Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback. 7 The impact of these amendments is not significant. The standards and interpretations not yet mandatory as of June 30, 2024 are the following: Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates – Lack of Exchangeability whose application is for annual reporting periods beginning on or after January 1, 2025 (not yet approved by the UE); Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures – Amendments to the Classification and Measurement of Financial Instruments, whose application is for annual reporting periods beginning on or after January 1, 2026 (not yet approved by the EU); Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 et IAS 7 as part of the annual improvement process , whose application is for annual reporting periods beginning on or after January 1, 2026 (not yet approved by the EU); IFRS 18 Presentation and Disclosure in Financial Statements, whose application is for annual reporting periods beginning on or after January 1, 2027 (not yet approved by the EU); IFRS 19 Subsidiaries without Public Accountability: Disclosures, whose application is for annual reporting periods beginning on or after January 1, 2027 (not yet approved by the EU). These texts have not been early adopted. The expected impacts are not considered significant, except for IFRS 18, for which the Group has not completed its assessment to date. 2.2. Use of judgments and estimates In preparing these condensed interim financial statements, management has made judgments and estimates that affect the application of the Company's accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual values may differ from estimated values. 2.3. Functional and presentation currency The consolidated financial statements are presented in euros, which is the Company’s functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated. 2.4. Seasonality of operations The Group is not subject to significant seasonal fluctuations. The Group activity is linked to the progress of our clients' projects, which are not connected to seasonal events but depend on the internal schedules of each client. 8 3. Significant events of the period In 2024: • In the first half 2024, AMA launched a global savings plan focused on scaling back its workforce by more 20 positions in France and 5 in other countries, with one non-priority commercial business units shut down in China and the management of the customers reassigned to the other subsidiaries. That’s the reason why, a restructuring provision of €481k has been recorded in the group financial statements. • A shareholder loan was granted by Guillemot Brothers Ltd for €4,000k on June 3, 2024. The loan was later fully waived on June 4, 2024. • On 31 January 2022, AMA granted stock options to employees with an exercise price of €2.03, a vesting period ending on 31January 2024, and an option exercise period extending until 30 January 2028. On January 8, 2024, the Board of Directors, acting in accordance with section 16.2 of the plan, ratified a revision of the stock options' pricing. This adjustment involved issuing new options to supersede the original ones, aimed at maintaining their motivational value by lowering the exercise price from €2.03 to €0.21. This revision affected 878,500 stock options, which accounted for 1.7% of AMA's share capital. The financial impact recognized in January 2024 under IFRS 2 for this revision is €94 k. In 2023: • AMA Corporation Plc has increased its shareholding in AMA Xperteye Inc of €3k. • On 12 June 2023, AMA launched a capital increase on Euronext Growth of an amount of €7,999k. • On 27 June 2023, AMA has completed its fund raising of €7,999k by issuing 30,769,230 new ordinary shares with a nominal value of £0.125, at the price of €0.26 per share. GUILLEMOT BROTHERS SAS subscribed to this capital increase in AMA Corporation Plc for a number of 30,682,640 new shares, increasing its stake in AMA from 34.38% before this capital increase to 72.15% after the transaction. • On 24 March 2023, the company established a stock option plan that represented 5% of AMA's share capital at the time. These stock options had a six-year lifespan and were exercisable at a price of €0.35 two years after their issuance, contingent upon meeting a condition of ongoing employment. • On 31 December 2023, AMA Corporation Plc waved part of its loan granted within the scope of the loan agreement dated January 1st, 2019 to AMA SA, amounting to €2,247k in order to improve the financial position of AMA SA for the fiscal year 2023. • The provision for employment safeguard plans has been partially reversed for €27k, of which €18k was used. A provision of €8k has been maintained 31 December 2023 to cover the costs of employees leaving the Group in 2024. 4. Subsequent events None. 9 5. Consolidation scope 5.1. Consolidation scope The consolidated companies are as follows: 2024.06 2023.12 2023.06 Percentage Percentage Consolida-tion Percentage Percentage Consolida-tion Percentage Percentage Consolida-tion Company Name Country Business activity interest control method interest control method interest control method AMA CORPORATION UK Parent company Parent company Parent company FC Parent company Parent company FC Parent company Parent company FC AMA SA France Distribution & support functions 98,59 % 99,35 % FC 98,59 % 99,35 % FC 98,59 % 99,35 % FC AMA XPERTEYE INC USA Distribution 89,80 % 89,80 % FC 89,80 % 89,80 % FC 89,10 % 89,10 % FC AMA XPERTEYE SRL Romania Distribution 89,11 % 89,11 % FC 89,11 % 89,11 % FC 89,11 % 89,11 % FC AMA XPERTEYE GMBH Germany Distribution 86,20 % 86,20 % FC 86,20 % 86,20 % FC 86,20 % 86,20 % FC AMA XPERTEYE UK UK Distribution 86,20 % 86,20 % FC 86,20 % 86,20 % FC 86,20 % 85,60 % FC AMA XPERTEYE HK Hong Kong Distribution 85,00 % 85,00 % FC 85,00 % 85,00 % FC 85,00 % 85,00 % FC AMA XPERTEYE SHANGHAI China Distribution 100,00 % 100,00 % FC 100,00 % 100,00 % FC 100,00 % 100,00 % FC AMA OEIL DE L'EXPERT CANADA Canada Distribution 69,01 % 70,00 % FC 69,01 % 70,00 % FC 69,01 % 70,00 % FC AMA JAPAN Japan Distribution 85,00 % 85,00 % FC 85,00 % 85,00 % FC 85,00 % 85,00 % FC AMA SPAIN Spain Distribution 100,00 % 85,00 % FC 100,00 % 100,00 % FC 100,00 % 100,00 % FC AMA ITALY Italy Distribution - - NC 100,00 % 100,00 % FC 100,00 % 100,00 % FC * AMA OEIL DE L’EXPERT CANADA is indirectly held through AMA SA. 5.2. Consolidation scope The impact of changes in non-controlling interests, while retaining control, are recognized in equity as indicated below: On January 24, 2024, AMA Corporation Plc's wholly-owned Italian subsidiary, AMA Xperteye S.R.L. Italy, underwent liquidation. This action was carried out as part of the group's restructuring strategy initiated in 2022 and had no notable impact on the Group's consolidated financial position. As a reminder, in 2023, AMA Corporation Plc has increased its shareholding in AMA XPERTEYE Inc for €3k. This operation resulted in an 0,7% increase in its equity interests. 10 6. Segment information The Group’s chief operating decision maker refers to the members of the Executive Committee and the Board of Directors. The Group comprises ten distribution subsidiaries, covering three geographic areas corresponding to the following segments: • Europe, which includes subsidiaries in France, Germany, the UK, Romania and Spain and which primarily invoice customers in Europe; • North America, which includes subsidiaries in the United States and Canada and which primarily invoice customers in the North American area; • Asia, which includes subsidiaries in Hong Kong, Shanghai and Japan and which primarily invoice customers in the Asia area. The subsidiaries in each geographic area correspond to operating segments with similar economic characteristics. All of the subsidiaries offer similar products and services but are strategically monitored by geographic area. Information relating to each operating segment is presented below. Operating income and adjusted EBITDA for each segment are used to measure performance as management considers that this information is the most relevant for understanding the earnings of each segment compared with earnings from other entities. Adjusted EBITDA is defined as operating income plus depreciation, amortisation and impairment of property, plant and equipment and intangible assets, share-based payment expenses, and other non-current expenses/income. The other items in the income statement, including financial income and expenses as well as taxes, are included within “Registered office, support functions and intragroup”. The "Cost of Sales" in the income statement is equal to the sum of "Merchandise purchases" and "Change in inventories" (included in the Profit margin in the segment information table below) and "Inventory impairment" (excluded from the Profit margin). 11 Siège et Amérique du fonctions Period ended June 30, 2024 Europe Asie Total Nord supports et Intra- groupe Revenue 920 295 72 0 1 287 Cost of sales (144) (83) (7) (10) (245) Inventory changes - - (36) (64) (99) Partnership commissions (22) - (22) Leased 'Xperteye Amortisation and rental costs (0) - - (13) (13) Margin excluding in inventory depreciation 754 211 29 (87) 908 Reversal / Depreciation of inventory - - 14 42 56 Other income 16 3 1 56 76 Other purchases and external expenses (237) (181) (181) (1 215) (1 814) Personnel expenses (353) (260) (186) (2 040) (2 840) Other depreciation of property, plant and equipment and intangible assets (121) (37) (24) (272) (454) Other non-current expenses (93) 2 (2) 12 (81) Intersector* 91 273 486 (850) - Current operating loss 57 12 137 (4 355) (4 149) Other non-current expenses (21) - (119) (508) (647) Other non-current income - - - - - Non-current operating loss (21) - (119) (508) (647) - Depreciation of property, plant and equipment and intangible assets 121 37 24 286 468 - Other non-current expenses/(income) 21 - 119 508 647 - Share-based payments 112 112 Adjusted EBITDA 178 48 161 (3 958) (3 570) Siège et Amérique du fonctions Six-month period ended June 30, 2023 Europe Asie Total Nord supports et Intra- groupe Revenue 1 274 255 130 5 1 664 Merchandise purchases (46) (21) (55) (201) (322) Inventory changes - - 13 (249) (236) Partnership commissions (33) - (5) - (38) Leased 'Xperteye Amortisation and rental costs (1) - - (47) (48) Margin excluding inventory depreciation 1 195 234 82 (491) 1 020 Reversal / Inventory impairment - - (39) 100 61 Other income 19 10 1 202 232 Other purchases and external expenses (270) (196) (198) (654) (1 319) Personnel expenses (503) (276) (238) (2 391) (3 407) Other amortisation and depreciation of property, plant and equipment and intangible assets (114) (35) (35) (349) (533) Other expenses (423) 33 (8) 283 (114) Intersector* 191 247 428 (867) - Current operating loss 94 17 (6) (4 166) (4 061) Other non-current expenses - Other non-current income - - - - - Non-current operating loss - - - - - - Amortisation and depreciation of property, plant and equipment and intangible assets 115 35 35 396 581 - Share-based payments 160 160 Other non-current expenses/income Adujsted EBITDA 209 52 29 (3 610) (3 320) *Reinvoicing between the AMA Corporation Plc parent company or AMA SA and distribution subsidiaries In 2024, two major events had an impact on the EBITDA of the Group. The events have been restated in the “Adjusted EBITDA” to provide an accurate reflection of the Group’s financial performance. The following adjustments were made: ‐ Non-current expenses of €647k linked to the redundancy plan. ‐ The revision of the stock options' pricing, recognized in January 2024 under IFRS 2, has a financial impact of €94 k. 12 7. Operating data 7.1. Revenue Revenue Revenue is split as follows: € 000 2024.06 2023.06 Software & support services 931 1 075 Equipment sales 288 452 Pilot contracts 2 52 XpertEye solution revenue 1 221 1 579 Other services 67 85 Total revenue 1 288 1 664 The Group experienced a decline in turnover by 23% compared to the previous year. Revenues linked to its core business, selling the XpertEye software suite, decreased to a lesser extent by 14%. While sales of equipment such as connected equipment, glasses, and smartphones dropped by 37%. These trends continue to reflect the wait-and-see approach observed for clients and prospects facing a deteriorating economic environment. Contract liabilities Changes in contract liabilities (prepaid income) is split as follows: € 000 2024.06 2023.06 Contract liabilities at 1 January 1 308 1 456 Increase in amounts received, net of revenue recognised for 680 769 the period Revenue recognised for the period included in opening (765) (839) amount Contract liabilities at 30 June 1 223 1 386 7.2. Other income Other income breaks down as follows: On June 30, 2024, Other operating income mainly comprises the reversal of the €8k provision for employment safeguard plans and the reversal of the €14k for the depreciation of trade receivables. On June 30,2023, Other operating income mainly comprises the reversal of the €73k provision for Google Pixel telephones (see Note 18) and the reversal of the €23k for the depreciation of trade receivables. 13 2024.06 2023.06 Operating grants 47 127 Other operating income 31 105 Total other operating income 78 232 7.3. Operating expenses Operating expenses break down as follows: 2024.06 2023.06 Equipment purchases (245) (322) Change in inventories (99) (236) Inventory impairment 56 61 Partnership commissions (22) (38) Total cost of sales (310) (535) Total employee benefits 7.4.2. (2 840) (3 407) Non-stock purchases (31) (47) Lease expenses 12. (24) (25) General sub-contracts (645) (291) Professional fees (412) (260) Travel & entertainment (142) (240) Trade fairs & marketing fees (214) (164) Other (345) (292) Total other purchases and external expenses (1 815) (1 319) Total amortisation and depreciation of property, plant and 11. (468) (581) equipment, intangible and right of use assets Taxes (40) (41) Other (43) (74) Total other expenses (83) (114) On June 30, 2024, the increase in “General sub-contracts” (€355k) is related to the increase in sub- contracts of development in AMA SA. The increase in "Professional fees" (€174k) is linked to the increase in legal and professional fees (€80k), legal audit accounting fees (€18k), accounting and other fees (€70k), and in financial communication fees (€6k). The decrease in “Travel & entertainment” (€-98k) is linked to the decrease of sales and business in the subsidiaries. The increase in “Other” caption, under Other purchases and external expenses (51 k€), mainly relates to Guillemot Brothers management fees (€64k), and postal fees (€-14k). 14 7.4. Personnel and headcount 7.4.1.Headcount 2024.06 2023.06 Managers 64 69 Others employees 12 14 Average headcount in the period 76 83 7.4.2.Personnel expenses Personnel expenses break down as follows: 2024.06 2023.06 Wages and salaries (2 613) (3 097) Post-employment defined contribution expenses (145) (145) Post-employment defined benefit expenses 29 (6) Equity-settled share-based payments (112) (160) Total (2 840) (3 407) The decrease in personnel expenses mainly reflects the reduction in the number of employees (see Note 7.4.1). 15 7.4.3.Share-based payment On June 30, 2023, AMA Corporation plc granted 2 233 000 stock options (SO) to employees and a corporate representative of AMA CORP, AMA SA, AMA US, AMA Germany, AMA Shanghai, AMA Srl, AMA Japan, AMA Italy and AMA UK. The vesting period is two years. The contractual term is on January 30, 2028 for the first plan of 1 115 500 stocks initiated in 2022 and on March 27, 2029 for the second plan of 1 120 500 stocks initiated in 2023. On January 8, 2024, the Board of Directors, acting in accordance with section 16.2 of the first plan, ratified a revision of the stock options' pricing. This adjustment involved issuing new options to supersede the original ones, aimed at maintaining their motivational value by lowering the exercise price from €2.03 to €0.21. This revision affected 878,500 stock options, which accounted for 1.7% of AMA's share capital. The fair value of the stock options was measured based on Black-Scholes model. The inputs used to measure the 2022 stock options fair value at grant date are as follows: SO 2022 SO 2023 Fair value at grant date €0,11 €0,15 Share price at grant date €0,27 €0,35 Exercice price of the option €0,21 €0,35 Expected volatility (weighted average) 42,32% 53,00% Expected life span 6 years 6 years Maturity 4 years - mid-life 4 years - mid-life Expected dividend - - Risk-free interest rate (based on government bonds) 2,68% 2,53% 0% for founders and directors 0% for founders and directors Turnover rate 5% for managers 5% for managers 10% for employees 10% for employees In 2024 and 2023, changes in the number of stock options were as follows: 30 Jun. 2024 Options number Options nb SO 2022 SO 2023 Total Outstanding as of January 1st, 878 500 1 057 000 1 935 500 Lapsed during the period - 1 112 500 - 263 500 - 1 376 000 Exercised during the period - Granted during the period 1 112 500 1 112 500 Outstanding as of June 30, 878 500 793 500 1 672 000 During the periods ended June 30, 2024, share-based payments of €112k were expensed and June 30, 2023, share-based payments of €160k were expensed. 7.5. Non-current operating income and expenses On June 30 2024, Non-current operating expenses relates to the Group restructuring plan for €647k. It includes €508k for employment safeguard plans (including a provision for €481k) and €139k of termination benefits costs. On June 30 2023, there are not non-current operation income and expenses. 16 8. Net financial income and expense Group financial income and expense is split as follows: € 000 2024.06 2023.06 Interest expense on loans (60) (53) Foreign exchange losses (24) (28) Other interest expense (6) (11) Interest and related expenses (91) (92) Foreign exchange gains 8 41 Other financial income 120 11 Interest and related income 128 52 Total 37 (40) On June 30, 2024, the “Other financial income” mainly comprises interest on bank savings (€29k) and cash equivalents income (€74k). 9. Taxation The income tax expense is determined based on the pre-tax profit for the interim period multiplied by management's best estimate of the weighted average annual tax rate expected for the full year. This rate is adjusted for the tax effect of certain items fully recognized in the interim period. Accordingly, the effective tax rate in the interim financial statements may differ from management's estimate of the effective tax rate in the annual financial statements. For the six-month period ending June 30, 2024, the Group's effective tax rate for continuing operations is 25% (for the six-month period ending June 30, 2023: 19%). 17 10. Earnings per share Earnings per share takes into account the June 27th, 2023, operations during which capital increase of 30 769 230 shares. Earnings attributable to holders of ordinary shares (basic): 2024.06 2023.06 Net earnings attributable to owners of the Company (4 728) (4 079) Net earnings attributable to holders of ordinary shares (4 728) (4 079) Weighted average number of ordinary shares (basic and diluted): 2024.06 2023.06 Ordinary shares at 1 January 53 225 045 22 455 815 Capital decrease Capital increase 512 821 Weighted average number of ordinary shares at 30 June 53 225 045 22 968 636 Basic earnings per share in € - 0,09 - 0,18 Diluted earnings per share in € - 0,09 - 0,18 Weighted average number of ordinary shares at 30 June 2024 does not include the outstanding stock options. Indeed, as the result of continuing operations is a loss, instruments giving deferred rights to capital such as stock options have an anti-dilutive effect. They are therefore not considered, and basic earnings per share are therefore identical to diluted earnings per share. 18 11. Intangible assets and property, plant and equipment 11.1. Intangible assets Intangible assets are split as follows: € 000 2023.12 Additions Disposals Amortisation for Effects of Reclassifications 2024.06 the period changes in foreign exchange rates Development costs 11 039 - - - - 11 039 Software 455 - (72) - - 383 Intangible assets in progress 1 328 - - - - 1 328 Intangible assets (gross) 12 823 - (72) - - - 12 750 Amortisation of development costs (11 039) - - - - (11 039) Amortisation of software (439) 72 (11) - - (377) Amortisation of intangible assets in progress (1 328) - - - - (1 328) Amortisation/impairment of intangible assets (12 806) - 72 (11) 0 - (12 745) Total net value 16 - - (11) 0 - 6 € 000 2022.12 Additions Disposals Amortisation for Effects of Reclassifications 2023.06 the period changes in foreign Development costs 11 039 - - - - - 11 039 Software 448 - - - - - 448 Intangible assets in progress 1 328 - - - - - 1 328 Intangible assets (gross) 12 816 - - - - - 12 816 Amortisation of development costs (11 039) - - - - - (11 039) Amortisation of software (421) - - (25) - - (445) Amortisation of intangible assets in progress (1 328) - - - - - (1 328) Amortisation/impairment of intangible assets (12 788) - - (25) 0 - (12 813) Total net value 27 - - (25) 0 - 3 19 11.2. Property, plant and equipment Property, plant and equipment breaks down as follows: 2023.12 Additions Disposals Depreciation for Effects of Reclassifications 2024.06 the period changes in € 000 foreign exchange rates XpertEye equipment - rental use 298 1 (71) - - - 227 XpertEye equipment - internal use 567 13 (30) - - 551 Technical facilities, equipment and tooling 184 0 (5) - 0 - 178 Transportation equipment 19 - - - - - 19 Computer equipment 765 18 (41) - 1 - 743 Plant and equipment in progress - - - - - - - Advances and downpayments for a real estate project - - - - - - - Other property, plant and equipment 204 - - - 1 - 204 Property, plant and equipment (gross value) 2 037 32 (147) - 1 - 1 923 Dep. XpertEye equipment - rental use (279) - 71 (13) - - (221) Dep. XpertEye equipment - internal use (530) - 28 (24) - - (526) Dep. of technical facilities, equipment and tooling (202) - 7 (6) (0) - (201) Dep. of transportation equipment (19) - - - - - (19) Dep. of computer equipment (560) - 37 (65) (1) - (588) Dep. of other PPE (145) - - (21) (0) - (166) Depreciation/impairment of property, plant and equipment (1 735) - 143 (129) (1) - (1 722) Total net value 302 32 (4) (129) 0 - 201 2022.12 Additions Disposals Depreciation for Effects of Reclassifications 2023.06 € 000 the period changes in foreign XpertEye equipment - rental use 990 11 (86) - - 47 961 XpertEye equipment - internal use 942 20 (30) - - 99 1 031 Technical facilities, equipment and tooling 148 41 (5) - 0 9 193 Transportation equipment 37 - (18) - - - 19 Computer equipment 1 091 88 (62) - 3 - 1 120 Advances and downpayments for a real estate project 817 3 (817) - - - 3 Other property, plant and equipment 378 45 (7) - 2 - 418 Property, plant and equipment (gross value) 4 403 217 (1 026) - 5 146 3 745 Dep. XpertEye equipment - rental use (718) - 61 (151) - - (807) Dep. XpertEye equipment - internal use (664) - 27 (118) - - (755) Dep. of technical facilities, equipment and tooling (134) - 10 (6) (0) - (131) Dep. of transportation equipment (37) - 18 - - - (19) Dep. of computer equipment (453) - 61 (135) (2) - (529) Dep. of other PPE (176) - 5 (69) (0) - (241) Depreciation/impairment of property, plant and equipment (2 182) - 181 (478) (2) - (2 481) Total net value 2 221 217 (845) (478) 3 146 1 264 Other fixtures, fittings and equipment correspond to work done in AMA offices. 20 11.3. Impairment tests During the year 2022, the Group’s market capitalization declined by more than 80% which constitutes an indication of impairment. To determine if the carrying amount of R&D at the end of June 2022 exceeded its recoverable amount, the company used the value-in-use method. The value in use method involves estimating the future cash flows that the R&D’s cash-generating unit (CGU) will generate over the useful life of 5 years. All assets of the Group being largely dependent, budgets realized and validated by the management for all the Group are the most relevant inputs for estimating the future discounted cash flow generated by this R&D’s CGU. The comparison of this recoverable amount estimated under reasonable and supportable assumptions to the carrying amount of the Group’s net assets led to depreciate R&D capitalized costs for their total amount. In 2024, the underlying assumptions used in 2022 are maintained, and the research & development costs are recognized in expenses. 12. Leases In the course of its business, the Group leases premises and vehicles and accesses dedicated servers with a lease component. Right-of-use assets break down as follows: Land and € 000 Vehicles Servers Other TOTAL buildings Balance at Dec. 31, 2022 331 75 614 4 1 024 Depreciation for the period (128) (34) (143) (1) (307) Additions to right-of-use assets 255 40 7 - 302 Derecognition of right-of-use assets (116) (2) (142) - (260) Foreign currency gains (losses) (6) - - (0) (6) Balance at June 30, 2023 336 80 335 3 754 Balance at Dec. 31, 2023 251 85 756 1 1 093 Depreciation for the period (131) (37) (161) (1) (330) Additions to right-of-use assets 58 74 352 - 483 Derecognition of right-of-use assets (63) - (70) - (133) Foreign currency gains (losses) (0) - - 0 (0) Balance at June 30, 2024 114 122 877 0 1 113 The related impact on profit and loss and cash flow is as follows: ‐ Amounts recognised in net profit (loss) 2024.06 2023.06 € 000 € 000 Interest on lease liabilities (12) (11) Depreciation charge (330) (307) The expense recognised for leases of low-value assets or leases for less than one year is not material. ‐ Amounts recognised under cash flows: 2024.06 2023.06 € 000 € 000 Total cash outflows attributable to leases 420 294 21 13. Financial assets Financial assets break down as follows: € 000 2024.06 2023.12 Non-consolidated equity investments 4 4 Other non-consolidated deposit - non-current 112 112 Loans, guarantees and other receivables - non-current 56 53 Financial assets 172 168 Depreciation loans, guarantees and other receivables - non-current (3) (4) Depreciation of financial assets (3) (4) Total net value 169 164 14. Inventories € 000 2024.06 2023.12 Gross amount 722 821 Impairment (270) (326) Net 452 495 Inventories mainly comprise glasses and accessories. In 2024, a €71k depreciation reversal was recorded on products depreciated in 2021 or 2022. In 2023, a €64k depreciation reversal was recorded on products depreciated in 2021 or 2022 and sold essentially to brokers in 2023, as obsolete smartphones for example (€ 88 k). Inventory is regularly reviewed to identify discontinued items or items that pose resale difficulties. 22 15. Trade and other receivables, other current assets Trade receivables and other current assets break down as follows: 2024.06 2023.12 € 000 Trade and other receivables 575 701 Impairment of receivables for expected losses (28) (25) Total trade and other receivables 547 676 Current tax receivables 173 129 Prepaid expenses 237 289 State receivables (excl. income tax) - current 107 75 Staff and social security receivables 24 33 Other current assets 25 41 Total other current assets 393 437 The decrease in trade and other receivables in proportional with the decrease of sales. 16. Cash and cash equivalents 2024.06 2023.12 € 000 Bank accounts 8 735 2 335 Demand deposits 502 7 054 Cash and cash equivalents reported in the statement of financial position 9 237 9 390 Bank overdrafts repayable on demand and used for cash management purposes - - Cash and cash equivalents reported in the statement of cash flows 9 237 9 390 23 17. Equity 17.1. Share capital AMA Corporation Plc’s share capital breaks down as follows: Shares capital Share Shares capital Share premium premium 2024.06 2023.12 Nb of shares € 000 € 000 Nb of shares € 000 € 000 Shares outstanding at 1 January 53 225 045 7 680 37 505 22 455 815 3 207 34 161 Capital reduction Capital increase 30 769 230 4 473 3 343 Shares outstanding at 31 December – fully paid 53 225 045 7 680 37 505 53 225 045 7 680 37 505 The par value of ordinary shares is €0.144. On 27 June 2023, AMA Corporation Plc completed an increase in capital of €7,824k, by issuing 30,769,230 new ordinary shares with a nominal value of £0.125, priced at €0.26 per share. This transaction resulted in a nominal capital injection of €4,473k and a share premium of €3,351k.. GUILLEMOT BROTHERS SAS subscribed to this capital increase in AMA Corporation Plc for a number of 30,682,640 new shares, increasing its stake in AMA from 34.38% before this capital increase to 72.15% after the transaction. 24 18. Provisions and contingent liabilities € 000 Provision for Provision for employment Others provisions TOTAL replacement Google Pixel safeguard plans telephones Balance at Dec. 31, 2022 98 35 - 134 Depreciation for the period - - - Recovery for the period (provision used) (55) (19) (73) Recovery for the period (provision not used) - Balance at 30th Jun. 2023 44 17 - 60 Depreciation for the period - 3 3 Recovery for the period (provision used) (44) (8) (52) Recovery for the period (provision not used) - Balance at Dec. 31, 2023 - 8 3 11 Depreciation for the period 481 481 Recovery for the period (provision used) (8) (8) Recovery for the period (provision not used) - Balance at 30th Jun. 2024 481 3 483 In 2020, a €538k provision was recognised for the upcoming replacement of Google Pixel telephones purchased by clients. The XpertEye Advanced APK (Android Package Kit), developed in 2020 and slated for release in 2021, were not compatible with the Google Pixel currently embedded in the XpertEye Advanced solution, or compatibility would require overly costly development. This provision has been reversed during the past three years. In 2022, a €35k provision was recognised for employment safeguard plans (termination benefits). This provision has been completely reversed at June 30, 2024. In 2024, an additional provision was recognised for employment safeguard plans (€481k). The restructuring plans include termination benefits and personnel expenses. 25 19. Loans and borrowings 19.1. Main terms and conditions The terms and conditions of current loans are as follows: 2024.06 2023.12 Currency Annual nominal Year of Nominal Carrying Carrying € 000 interest rate maturity value amount amount BPI €750 thousand loan EUR Fixed rate 2023 750 75 BPO €900 thousand loan EUR Fixed rate 2023 900 43 CIC €400 thousand loan EUR Fixed rate 2024 400 43 93 CREDIT COOP €600 thousand loan EUR Fixed rate 2029 600 600 600 BPI France €2,000 thousand loan EUR Fixed rate 2028 2 000 1 800 2 000 Other financial liabilities due within one year 28 40 and accrued loan interest Total bank loans 4 650 2 470 - 2 852 Arkea credit line EUR Floating rate 2025 5 000 Société Générale credit line EUR Floating rate 2027 2 750 Crédit Agricole credit line EUR Floating rate Undetermined 2 500 LCL credit line EUR Floating rate Undetermined 1 500 Total available credit lines 11 750 - - Total 16 400 2 470 2 852 Fixed rates range from 0% to 1.9%, while floating rates are EURIBOR 3M +3.587%. 26 19.2. Change in loans and borrowings distinguishing cash and non-cash flows Changes to loans and borrowings and lease liabilities in 2024 and 2023 were as follows: Cash flows Changes in non-cash flows € 000 2023.12 Cash inflows from Interest paid Repayment of 2024.06 new debt borrowings Foreign Interest Impact of IFRS exchange Others Reclass. expense 16 - Leases gains (losses) Bank loans 2 152 - - - - (258) 1 893 Current account with Guillemot Brothers Ltd - - - - - - Total non-current borrowings and financial 2 152 - - - - - - (258) 1 893 liabilities Non-current lease liabilities 574 483 (420) (1) - 71 707 Bank loans 660 - (60) (369) - 60 258 549 Bonds Accrued loan interest 1 - - - - 1 Other financial liabilities due within one year 39 - (13) 1 - 27 Current account with Guillemot Brothers Ltd (0) - - - - - 0 Total current borrowings and financial liabilities 700 - (60) (382) 1 60 - - 258 577 Current lease liabilities 529 - (35) 1 - (71) 424 Cash flows Changes in non-cash flows 2022.12 Cash inflows from Interest paid Repayment of 2023.06 new debt borrowings Foreign Interest Impact of IFRS € 000 exchange Others Reclass. expense 16 - Leases gains (losses) Bank loans 2 813 - - - - (371) 2 443 Current account with Guillemot Brothers Ltd - - - - - - Total non-current borrowings and financial liabilitie 2 813 - - - - - - - (371) 2 443 Non-current lease liabilities 444 303 (294) (3) (267) 17 201 Bank loans 639 - (53) (360) - 53 371 649 Bonds Accrued loan interest 5 - (4) - - 1 Other financial liabilities due within one year 47 - (8) 0 - 40 Current account with Guillemot Brothers Ltd (0) - - - - - (0) Total current borrowings and financial liabilities 691 - (53) (372) 0 53 - - 371 690 Current lease liabilities 583 - - (3) (17) 562 20. Trade accounts payable, other current liabilities Trade payables and other current liabilities break down as follows: € 000 2024.06 2023.12 Total trade payables 1 015 807 Staff and social security payables - current 667 654 Tax payables (excl. income tax) 106 90 Prepaid income (excl. client contracts) - - Other payables - current 6 11 Total other liabilities 779 754 Total 1 794 1 561 The trades payables change, concerns mainly AMA SA with an increase of €147k and AMA Corporation Plc with an increase of €76k. 27 21. Financial instruments and risk management 21.1. Classification and fair value of financial instruments 2024.06 2023.12 Accounting Fair value level Carrying amount Fair value Carrying amount Fair value € 000 category Loans and guarantees Amortised cost Level 2 - Note 2 168 168 165 165 Fair value Non-consolidated equity investments Level 3 - Note 3 4 4 4 4 through P&L Total non-current financial assets 172 172 168 168 Trade and other receivables Amortised cost Note 1 547 547 676 676 Cash and cash equivalents Amortised cost Note 1 9 237 9 237 9 390 9 390 Total current financial assets 9 784 9 784 10 065 10 065 Total assets 9 956 9 956 10 234 10 234 Bank loans and other financial liabilities Amortised cost Level 2 - Note 5 1 893 1 839 2 152 2 111 Current account with Guillemot Brothers Ltd Amortised cost Level 2 - Note 5 - - - - Total non-current financial liabilities 1 893 1 839 2 152 2 111 Non-current lease liabilities Amortised cost Level 2 - Note 4 707 N/A 574 N/A Bank loans and other financial liabilities Amortised cost Level 2 - Note 5 577 593 700 719 Current account with Guillemot Brothers Ltd Amortised cost Level 2 - Note 5 0 0 (0) (0) Trade payables Amortised cost Note 1 1 015 1 015 807 807 Bank overdraft Amortised cost Note 1 - - Total current financial liabilities 1 592 1 608 1 507 1 526 Current lease liabilities Amortised cost Level 2 - Note 4 424 N/A 529 N/A Total liabilities 3 485 3 448 4 761 3 637 Note 1 - The carrying amount of current financial assets and liabilities is deemed to be approximately their fair value. Note 2 - The difference between the carrying amount and fair value of loans and guarantees is deemed immaterial. Note 3 - The fair value of unconsolidated equity investments is immaterial. Note 4 - As allowed for under IFRS, the fair value of lease liabilities and their level in the fair value hierarchy is not presented. Note 5 - The fair value of loans and borrowings was estimated using future cash flows discounted at a market rate. 28 22. Risk management The Group is exposed to interest rate risk, credit risk and liquidity risk. The Group has not identified any significant changes in the identified risks compared to December 31, 2023. 23. Related-party transactions Since July 12, 2022, Guillemot Brothers SAS is the Group’s parent company. The Group has not identified any significant changes in transactions with related parties, except for the waiver of Guillemot Brothers's shareholder loan, as explained in note 3. 24. Off-balance sheet commitments The Group has not identified any significant changes in off-balance sheet commitments in the first half of 2021, 2022, 2023 and 2024 compared to December 31, 2023, December 31, 2022, December 31, 2021 and December 31, 2020. 29 |