Interim Financial report 2024

[image] INTERIM FINANCIAL REPORT CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS AT 30 JUNE 2024 1 – CONSOLIDATED STATEMENT OF FINANCIAL POSITION 2 2 - INCOME STATEMENT 3 3 - CASH FLOW STATEMENT 4 4 - STATEMENT OF CHANGES IN EQUITY 5 5 – NOTES TO THE INTERIM FINANCIAL STATEMENTS Note 1 Significant accounting policies and basis of consolidation 6 Note 2 Information on consolidation 7 Note 3 Segment reporting 10 Note 4 Balance sheet information 12 Note 5 Income statement information 18 Note 6 Off-balance sheet commitments 19 Note 7 Transactions with related parties 20 INTERIM MANAGEMENT REPORT 1 – MATERIAL EVENTS AND OPERATING HIGHLIGHTS OF THE 2024 FIRST HALF 21 2 – SUBSEQUENT EVENTS 25 3 – OUTLOOK AND UNCERTAINTIES 25 RESPONSIBILITY STATEMENT 26 STATUTORY AUDITORS' REPORT 27 Translation disclaimer: This document is a free translation of the original French language version of the interim financial report (rapport semestriel) provided solely for the convenience of English-speaking readers. This report should consequently be read in conjunction with, and construed in accordance with French law and French generally accepted accounting principles. While all possible care has been taken to ensure that this translation is an accurate representation of the original French document, this English version has not been audited by the company’s statutory auditors and in all matters of interpretation of information, views or opinions expressed therein, only the original language version of the document in French is legally binding. As such, the translation may not be relied upon to sustain any legal claim, nor be used as the basis of any legal opinion and GL events expressly disclaims all liability for any inaccuracy herein. CONSOLIDATED BALANCE SHEET (€ thousands) Notes 30/06/2024 31/12/2023 Goodwill 4.1 830,320 826,799 Other intangible assets 4.1 43,366 45,384 IFRS 16 concessions and leases 4.1 488,949 478,476 Land and buildings 4.2 368,726 342,762 Other tangible fixed assets 4.3 63,105 62,948 Rental equipment assets 4.3 157,619 150,827 Financial assets 4.4 64,570 68,157 Equity-accounted investments 4.5 2,496 2,312 Deferred tax assets 4.9 41,863 41,143 NON-CURRENT ASSETS 2,061,013 2,018,808 Inventories & work in progress 4.6 60,792 61,190 Trade receivables 4.7 240,278 216,677 Other receivables 4.8 284,773 207,283 Cash and cash equivalents 4.10 540,774 540,099 CURRENT ASSETS 1,126,617 1,025,249 TOTAL 3,187,629 3,044,057 (€ thousands) Notes 30/06/2024 31/12/2023 Share capital 4.11 119,931 119,931 Reserves and additional paid in capital 4.11 498,599 456,596 Translation adjustments 4.11 (217,226) (196,957) Net profit 37,552 59,949 Shareholders' equity attributable to the Group 438,856 439,519 Non-controlling interests 142,676 142,943 TOTAL SHAREHOLDERS' EQUITY 581,532 582,463 Provisions for retirement severance payments 4.12 13,031 12,989 Deferred tax liabilities 13,418 12,803 Financial debt 4.14 858,138 843,921 Non-current IFRS 16 debt on concessions and leases 4.14 474,849 463,093 NON-CURRENT LIABILITIES 1,359,435 1,332,806 Current provisions for contingencies and expenses 4.13 19,063 19,365 Current financial debt 4.14 233,115 189,648 Current IFRS 16 debt on concessions and leases 4.14 42,588 42,103 Current bank facilities and overdrafts 4.14 9,734 7,029 Advances and instalments 43,766 39,927 Trade payables 398,093 344,122 Tax and employee-related liabilities 198,098 162,003 Other liabilities 4.15 302,204 324,593 CURRENT LIABILITIES 1,246,662 1,128,788 TOTAL 3,187,629 3,044,057 CONSOLIDATED INCOME STATEMENT (€ thousands) Notes 30/06/2024 30/06/2023 Revenue Purchases consumed 3 820,142 686,606 5.1 (42,102) (38,418) External charges 5.1 (444,706) (346,675) Taxes and similar payments (other than on income) (10,383) (9,519) Personnel expenses and employee profit sharing (181,702) (164,694) Allowances for depreciation, amortisation, provisions (59,129) (55,614) Other current operating income 5.2 5,378 3,082 Other current operating expenses Operating expenses 5.2 232 (1,879) (732,413) (613,717) CURRENT OPERATING INCOME 3 87,729 72,889 Other operating income and expenses 5.3 (4,716) (3,200) OPERATING PROFIT 83,014 69,689 Net interest expense 5.4 (24,115) (16,697) Other financial income and expenses 5.4 (133) (1,485) NET FINANCIAL EXPENSE 5.4 (24,248) (18,182) EARNINGS BEFORE TAX 58,766 51,506 Income tax 5.5 (15,643) (12,955) NET PROFIT /(LOSS) OF CONSOLIDATED COMPANIES 43,123 38,551 Share of income from equity affiliates 4.4 217 354 NET PROFIT / (LOSS) 43,340 38,906 Attributable to non-controlling interests 5,788 8,918 NET PROFIT ATTRIBUTABLE TO GROUP SHAREHOLDERS 37,552 29,987 (€ thousands) Notes 30/06/2024 30/06/2023 NET PROFIT / (LOSS) 43,340 38,906 Hedging instruments 586 79 Other comprehensive income that may be recycled subsequently to profit and loss 586 79 Actuarial gains and losses 62 621 Gains and losses from the translation of financial statements of foreign operations (18,785) (7,089) Other comprehensive income that may not be recycled subsequently to profit and loss (18,723) (6,468) TOTAL COMPREHENSIVE INCOME 25,202 32,517 Total comprehensive income attributable to non-controlling interests Comprehensive income attributable to equity holders of the parent 7,276 4,733 27,784 17,927 CONSOLIDATED CASH FLOW STATEMENT (€ thousands) 30/06/2024 31/12/2023 Cash and cash equivalents at the beginning of the year 533,070 619,848 CASH FLOWS FROM OPERATING ACTIVITIES Net profit 37,552 59,949 Amortisation, depreciation and provisions 32,275 58,788 Other non-cash income and expenses 58 5,519 Gains and losses on disposals of fixed assets (2,790) 1,019 Non-controlling interests in consolidated subsidiaries’ net income 5,788 11,895 Share of income from equity affiliates (217) (374) Cash flow 72,666 136,796 Cost of net financial debt 24,115 39,903 Tax expense (including deferred taxes) 15,643 24,790 Cash flow before net interest expense and tax 112,424 201,488 Income tax payments 1,997 (19,975) Change in inventories 978 (11,409) Change in trade receivables (35,929) 24,877 Change in trade payables 11,564 28,227 Other changes (36,596) 46,397 Change in working capital requirements (59,982) 88,092 Net cash provided by (used in) operating activities (A) 54,438 269,606 CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of intangible fixed assets (2,226) (6,075) Acquisition of tangible assets and capitalised rental equipment (80,422) (104,961) Disposals of tangible and intangible assets 1,694 1,805 Investment grants received 220 221 Acquisitions of financial assets (335) (4,177) Disposal of investments and other non-current assets 5,423 356 Net cash flows from the acquisition and disposal of subsidiaries (5,616) (63,776) Net cash provided by (used in) investing activities (B) (81,262) (176,609) NET CASH FROM FINANCING ACTIVITIES Dividends paid to shareholders of the parent (10,494) Dividends paid to non-controlling shareholders of consolidated comp (2,473) (9,359) Other changes in equity (1,750) (3,126) Change in borrowings 57,906 (112,080) Cost of net financial debt (24,115) (39,903) Net cash provided by (used in) financing activities (C) 29,568 (174,961) Effect of exchange rate fluctuations on cash (D) (4,774) (4,814) Net change in cash & cash equivalents (A + B + C + D) (2,030) (86,778) Cash and cash equivalents at year-end 531,040 533,070 STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (€ thousands) Attributable to the Group Additional Share Comprehensive paid-in Reserves capital income capital Total Group Equity at 31/12/2022 119,931 273,447 (56,547) 75,813 412,644 Non- controlling interests Total 190,050 602,694 Capital increase 0 0 Comprehensive income appropriation for N-1 75,813 (75,813) 0 0 Distribution of dividends (10,494) (10,494) (9,362) (19,856) Cancellation of treasury shares (2,392) (2,392) (2,392) Stock option expenses 1,586 1,586 1,586 Change in ownership interests in subsidiaries (6,772) (6,772) (46,022) (52,793) Other changes 1,894 1,894 492 2,386 Comprehensive income 43,052 43,052 7,784 50,836 Equity at 31/12/2023 119,931 273,447 3,089 43,052 439,519 142,943 582,463 Capital increase 0 0 Comprehensive income appropriation for N-1 43,052 (43,052) 0 0 Distribution of dividends (20,988) (20,988) (8,825) (29,813) Cancellation of treasury shares 5 5 5 Stock option expenses 1,750 1,750 1,750 Change in ownership interests in subsidiaries (748) (748) 999 250 Other changes 1,391 1,391 284 1,674 Comprehensive income 17,927 17,927 7,276 25,202 Equity at 30/06/2024 119,931 273,447 27,551 17,927 438,856 142,676 581,532 NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF CONSOLIDATION On 4 September 2024, the Board of Directors reviewed the condensed interim consolidated financial statements for the six-month period ending 30 June 2024. The interim consolidated financial statements of GL events and its subsidiaries ("The Group") were prepared in compliance with IAS 34. As condensed financial statements, they do not include all information required by IFRS to produce annual financial statements and as such must be read in conjunction with the consolidated annual financial statements of the Group prepared in accordance with IFRS (International Financial Standards), as adopted by the European Union on 31 December 2023. The accounting methods applied are identical to those used to prepare the consolidated financial statements for the period ended 31 December 2023, with the exception of corporate income tax. The tax expenses are calculated for the interim consolidated financial statements by applying to profit for the period the average income tax rate estimated for the fiscal year in progress for each entity or the tax group. The Group adopted those standards, amendments and interpretations entering into force on 1 January 2024. Newly applicable standards: - Amendment to IAS 1 - classification of liabilities - Amendment to IAS 7 & IFRS 7 - Disclosure of supplier finance arrangements - Amendments to IFRS 16 – lease liability in a sale and leaseback - Amendment to IFRS 9 - Disclosures about the classification of financial assets These texts have no impact on the Group's consolidated financial statements. The Group has not opted for the early adoption of standards and interpretations in issue not yet mandatory for periods beginning on or after 1 January 2024. GLOBAL MINIMUM TAX (GMT) On 1 January 2024, the global minimum tax (GMT) on multinationals came into force in the European Union. It taxes company profits at a minimum rate of 15%, payable by the holding company, provided that the Group to which the subsidiaries belong has annual revenues of at least €750 million. In the context of the half-year closing and the application of IAS 34, this impact has been assessed on the basis of laws in issue in the countries where the Group operates. In terms of the Group as a whole and the amount of tax paid, this amount is not material. IFRS 16 IFRS 16 – Leases - has been applied by the Group as from 1 January 2019. This standard concerns only fixed lease payments and the variable portion of these payments and related services are not included in the restated amount. The terms adopted for the lease/concession agreements in progress were as follows: - Concession agreements: remaining term of the agreements, - Commercial leases with a fixed term: the remaining term until the end of the firm period, with a minimum of 5 years, - For contracts with residual terms of less than 5 years with an extension option by the lessee, an extension period is restated for IFRS 16. In accordance with the standard, the discount rates adopted for the measurement of assets are those that the Group companies would have adopted individually by taking into account the maturity of the leases and the standard rates for financing the premises (2% to 10%). For the record, this standard had no impact on the calculation of the financial covenants. Loan agreements provide that the financial ratios must be calculated excluding IFRS 16-related debt. IAS 29 Since April 2022, Turkey has been considered as a hyperinflationary economy based on IAS 29 criteria. Based on this standard, the income statements of Turkish companies for H1 2024 were translated at the closing rate vs. the average rate, and non-cash assets and liabilities were remeasured according to the consumer price index. NOTE 2 CONSOLIDATED COMPANIES Changes in the Group's structure in 2024 first half were as follows: Companies Business Country Date of consolidation or deconsolidation Abidjan events Live Ivory Coast Creation - Fully consolidated as of 1 January 2024 Because changes in Group structure have not had any material effect on the consolidated financial statements, no pro forma information has been provided in consequence. [image] [image] 9  NOTE 3 SEGMENT REPORTING GL events Group is organised into three business divisions: GL events Live's expertise covers the complete range of business specialisations and services for corporate, institutional and sports events to provide turnkey solutions from consulting and design to staging the event itself. GL events Exhibitions manages and coordinates a large proprietary portfolio of trade shows and consumer fairs covering a wide range of sectors (food industry, culture, textiles, etc.) GL events Venues manages a network of venues that includes convention centres, exhibition centres, concert halls and multi-purpose facilities located in major French cities and international destinations: To spearhead the management of its business and to define its strategy, the management bodies monitor the Group's performance indicators on a pre-IAS 29 and pre-IFRS 16 basis. IFRS 16 has a significant impact on the economic presentation of the various KPIs (non-cash increase in EBITDA and current operating income, deterioration of the financial result, etc.) whereas the impact of IAS 29 is not significant. REVENUE [image] With respect to geographic segment information, Europe as a region accounts for 79 % of Group revenue, the Americas 8% and Asia 7%. CURRENT OPERATING INCOME Data corresponding to the Group's operational performance indicators (excluding IFRS 16 & IAS 29) (€ thousands) 30/06/24 30/06/23 30/06/22 30/06/2024 margin 30/06/2023 margin 30/06/2022 margin GL events Live 34,494 9,703 11,179 6.9% 2.6% 3.7% GL events Exhibitions 22,122 33,232 7,949 19.5% 23.1% 10.9% GL events Venues 24,092 24,521 15,684 11.4% 13.7% 10.4% Current operating income 80,708 67,456 34,812 9.8% 9.8% 6.6% (€ thousands) 30/06/24 (Full IFRS) 30/06/23 (Full IFRS) 30/06/2022 (Full IFRS) 30/06/2024 FULL IFRS margin 30/06/2023 FULL IFRS margin 30/06/2022 FULL IFRS margin GL events Live 35,941 10,499 11,855 7.2% 2.9% 3.9% GL events Exhibitions 22,324 33,385 8,066 19.7% 23.2% 11.1% GL events Venues 29,464 29,005 19,892 14.0% 16.2% 13.2% Current operating income 87,729 72,889 39,814 10.7% 10.6% 7.6% EBITDA (en milliers d’euros) 30/06/24 30/06/23 30/06/22 30/06/24 ratio CA 30/06/23 ratio CA 30/06/22 ratio CA GL events Live 57 666 33 946 29 154 11,6% 9,2% 9,7% GL events Exhibitions 23 154 33 070 9 220 20,4% 23,0% 12,7% GL events Venues 35 332 32 621 25 541 16,8% 18,2% 17,0% EBITDA 116 152 99 638 63 915 14,2% 14,4% 12,2% (€ thousands) 30/06/24 (Full IFRS) 30/06/23 (Full IFRS) 30/06/2022 (Full IFRS) 30/06/24 FULL IFRS margin 30/06/23 FULL IFRS margin 30/06/22 FULL IFRS margin GL events Live 69,085 43,630 38,707 13.9% 12.0% 12.8% GL events Exhibitions 24,534 34,568 10,522 21.6% 24.1% 14.5% GL events Venues 53,240 50,305 41,043 25.3% 28.1% 27.3% EBITDA 146,859 128,503 90,272 17.9% 18.7% 17.2% NET INVESTMENTS IN THE PERIOD IN PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS (€ thousands) 30/06/24 30/06/23 30/06/22 GL events Live 32,354 34,446 9,938 GL events Exhibitions 81 157 121 GL events Venues 48,298 24,089 13,186 Net investments 80,733 58,692 23,245 ALLOWANCES AND REVERSALS OF AMORTISATION, DEPRECIATION AND PROVISIONS (€ thousands) 30/06/24 30/06/23 30/06/22 30/06/24 (Full IFRS) 30/06/23 (Full IFRS) 30/06/2022 (Full IFRS) GL events Live (23,172) (24,244) (17,975) (33,144) (33,131) (26,851) GL events Exhibitions (1,032) 162 (1,271) (2,210) (1,183) (2,456) GL events Venues (11,241) (8,101) (9,857) (23,776) (21,301) (21,151) Amortisation, depreciation and provisions (35,444) (32,182) (29,103) (59,129) (55,614) (50,458) (€m) 30/06/2024 IFRS 16 & IAS 29 30/06/2024 (Full IFRS) Revenue 820.6 -0.4 820.1 Purchases and external charges -517.4 30.6 -486.8 EBITDA 116.2 30.7 146.9 Allowances for depreciation and reserves -35.4 -23.7 -59.1 CURRENT OPERATING INCOME 80.7 7.0 87.7 Net interest expense -14.6 -9.5 -24.1 NET FINANCIAL EXPENSE -14.7 -9.5 -24.2 EARNINGS BEFORE TAX 61.3 -2.5 58.8 Taxes & equity-accounted investees -16.0 0.6 -15.4 NET PROFIT 45.3 -2.0 43.3 Non-controlling interests 6.2 -0.4 5.8 NET PROFIT ATTRIBUTABLE TO GROUP SHAREHOLDERS 39.1 -1.6 37.6 GOODWILL Goodwill is presented below by sector of activity in Note 4.1. NOTE 4 BALANCE SHEET INFORMATION 4.1 INTANGIBLE ASSETS (€ thousands) 31/12/23 Increase Decrease or impairment Translation adjustments Changes in Group structure & reclassifications 30/06/24 Goodwill Live 269,234 584 269,819 Goodwill Exhibitions 486,014 2,977 488,990 Goodwill Venues 71,551 (833) 793 71,511 Goodwill 826,799 0 0 2,728 793 830,320 Other intangible assets 101,187 2,226 (149) (2,945) (39) 100,281 Amortisation and impairment (55,804) (2,653) 149 952 440 (56,915) Other intangible assets 45,384 (427) 0 (1,992) 401 43,366 Intangible assets 872,182 (427) 0 736 1,194 873,686 The €0.8 million change in the scope of goodwill recognized corresponds to the application of IAS 29 to Turkish goodwill. The increase in "Other intangible assets" relates mainly to software development. For unamortised intangible assets and goodwill, a depreciation test is carried out at least once a year at the end of the annual reporting period or whenever there is an indication of impairment. Value in use is the present value of estimated future cash flows to be generated by the assets tested for impairment. Estimated future cash flows are based on assumptions about economic conditions and forecasts by Group management of future operating conditions. The CGUs consist of operating companies. For the purpose of impairment tests, goodwill is allocated at the level of groups of CGUs defined as homogeneous groups of assets generating cash inflows and outflows from continuing use largely distinct from cash inflows from other CGUs. These CGUs are classified on this basis according to the Group's three business divisions: Live, Exhibitions, Venues. This approach is consistent with the Group's internal organisation, strategic priorities and monitoring of performance. For all approaches tested, the sensitivity tests demonstrated the absence of the need for impairment even in the event of a significant deterioration in profitability. At 30 June 2024, no indication of impairment had been identified. IFRS 16 RIGHT-OF-USE ASSETS (€ thousands) 31/12/23 Increase Changes in Group Decrease or Translation structure & impairment adjustments reclassifications 30/06/24 IFRS 16 right-of-use assets 670,967 58,167 (37,551) (4,177) 687,405 Amortisation, depreciation and impairment (192,491) (23,688) 17,318 404 (198,456) IFRS 16 right-of-use assets 478,476 34,479 (20,233) (3,773) 0 488,949 The decrease reflects in particular the termination of the Lingotto Fiere lease (Turin). 4.2 PROPERTY, PLANT AND EQUIPMENT (€ thousands) 31/12/23 Increase Decrease Translation adjustments Changes in Group structure & reclassifications 30/06/24 Land 13,851 13,851 Buildings 477,562 49,730 (248) (20,487) 44 506,601 Total – gross 491,413 49,730 (248) (20,487) 44 520,451 Amortisation, depreciation and impairment (148,651) (7,618) 87 4,507 (51) (151,726) Land and buildings 342,762 42,112 (161) (15,979) (8) 368,726 The €40.7 million increase in buildings reflects renovation and expansion work at the Anhembi site (Brazil), €5 million for work at Matmut Stadium (swimming pool), and €2.6 million for renovation work and the installation of photovoltaic shading systems at Eurexpo. Currency translation differences reflect mainly the decline of the Brazilian real (-€16.4 million) in relation to the euro. (€ thousands) 31/12/23 Increase Decrease Translation adjustments Changes in Group structure & reclassifications 30/06/24 Installations, machinery and equipment 51,642 1,369 (18) (835) (0) 52,158 Other tangible fixed assets 117,984 4,709 (986) (808) 703 121,602 Fixed assets under construction 1,196 1,196 Rental equipment assets 428,056 24,861 (7,215) 3,031 (2,964) 445,768 Total – gross 598,877 30,938 (8,219) 1,387 (2,261) 620,723 Installations, machinery and equipment (31,499) (1,636) 16 193 11 (32,914) Other tangible fixed assets (76,374) (3,725) 861 106 196 (78,936) Rental equipment assets (277,229) (18,233) 7,161 (2,011) 2,163 (288,149) Total depreciation and impairment (385,103) (23,594) 8,039 (1,712) 2,371 (399,999) Property, plant and equipment 213,775 7,345 (180) (325) 110 220,724 Other changes correspond to the termination of leasing contracts that have been amortised in full. 4.3 FINANCIAL ASSETS (€ thousands) 31/12/23 Increase Decrease Changes in Group Translation structure & adjustments reclassifications 30/06/24 Available-for-sale securities 54,796 384 (7,315) 241 710 48,817 Loans and receivables 23,041 956 (37) 442 24,402 Impairment (9,681) (308) 3,941 (2,602) (8,650) Financial assets 68,157 1,032 (3,373) 205 (1,450) 64,570 Decreases and changes in the scope of consolidation mainly relate to the disposal of minority interests. 4.4 EQUITY-ACCOUNTED INVESTMENTS (€ thousands) 30/06/24 31/12/23 Value of securities at opening 2,312 1,894 Changes in scope of consolidation / Capital increase (59) Translation differences 26 44 Share of income in associates 217 374 Investments in associates 2,496 2,312 4.5 TRADE RECEIVABLES (€ thousands) 30/06/24 31/12/23 Accounts receivable Impairment charges 271,038 247,178 (30,501) (30,760) Trade receivables 240,278 216,677 4.6 OTHER RECEIVABLES (€ thousands) 30/06/24 31/12/23 Advances and instalments 47,179 30,114 Social security receivables 3,928 3,833 Tax receivables 123,292 95,337 Other trade receivables and equivalent 18,259 16,725 Prepaid expenses 93,088 63,042 Provision for current accounts (409) (1,205) Provision for other receivables (564) (564) Other receivables 284,773 207,283 4.7 SHAREHOLDERS’ EQUITY 4.7.1 Capital stock The share capital at 30 June 2024 of GL events was €119,931,148 divided by 29,982,787 issued and fully paid-up shares of €4 per share. 4.7.2 Reserves and additional paid in capital Paid in capital represents the difference between the face value of securities issued and contributions received in cash or in kind. In the 2024 first half, changes in “Reserves and additional paid in capital” broke down as follows: (€ thousands) 30/06/24 31/12/23 Opening reserves and additional paid in capital 456,596 421,839 Net profit / (loss) appropriation 59,949 52,702 Dividends (20,988) (10,494) Impact of fair value measurement of financial instruments 586 (2,211) Portion of assets contributed by non-controlling interests (748) (6,772) IAS 19 amendment 59 443 Cancellation of treasury shares 5 (2,392) Stock option expenses 1,750 1,586 Other changes 1,391 1,894 Closing reserves and additional paid in capital 498,599 456,596 4.7.3 Translation adjustments Translation adjustments represent the difference between the historic and average exchange rates and the closing rate. At 30 June 2024, currency translation adjustments represented a negative currency difference of 217,225 thousand euros. 4.7.4 Treasury shares Within the framework of the share repurchase programme, renewed by the General Meeting of 25 April 2024, transactions occurring in the 2024 first half were as follows: (number of shares) 31/12/23 Acquisitions Disposals 30/06/24 - Treasury shares 721,091 (126,560) 594,531 - Liquidity agreement 9,279 174,601 (153,371) 30,509 Total 730,370 174,601 (279,931) 625,040 At 30 June 2024, 625,040 shares were held in treasury and within the framework of the liquidity agreement. In the first half of 2024, in accordance with the provisions of article 4 of AMF decision 2021-01, GL events increased the resources allocated to the liquidity contract through an additional contribution of €250,000. 4.7.5 Analysis of capital and voting rights At 30 June 2024, the total number of voting rights was 48,002,726. Share capital is comprised of one class of shares including shares with both single voting rights and double voting rights. Information on the break down for share capital and voting rights, stock options and restricted stock unit plans is provided in the chapter “Shareholder information” on pages 251 of the 2023 universal registration document. At 30 June 2024, ownership of the share capital was as follows: Number of shares Percentage of capital Percentage of net voting rights Polygone SA 17,022,031 56.77% 69.72% Trévise Participations 2,398,623 8.00% 5.00% Sofina 2,369,434 7.90% 8.06% Free float 8,192,699 27.32% 17.22% Total share capital 29,982,787 100.00% 100.00% 4.8 PROVISIONS FOR RETIREMENT SEVERANCE PAYMENTS Liabilities for retirement severance benefits are recognised in the consolidated financial statements under noncurrent provisions. These liabilities are calculated according to the projected unit credit method and take into account the related social charges. This method takes into account factors that include projected trends for wage increases, employee turnover, mortality rates and a discount rate. The assumptions applied for the calculation of retirement severance benefits (indemnités de fin de carrière) that concern primarily French companies of the Group were as follows: • Discount rate: alignment with the current market rate, i.e. 25-year OAT TEC 3.53% compared with 3.46% at the end of the last reporting period. • Average rate for salary increases: 2%, • Retirement age: 67 for all categories of personnel, taking into account changes regarding the legal retirement age; • Rate for employers social contributions of 40%; • The turnover rate calculated by employee age bracket. (€ thousands) 30/06/24 31/12/23 Relevant heading Opening balance Service costs – benefit payments 12,989 129 12,256 1,409 Operating profit Expense recognised under income 129 1,409 Actuarial gains or losses of the period from changes in assumptions Changes in consolidation scope and translation di (83) (5) (902) 226 Provisions for retirement severance benefi 13,031 12,989 4.9 CURRENT PROVISIONS FOR CONTINGENCIES AND EXPENSES (€ thousands) 31/12/23 Increase Decrease Changes in Translation Group structure Provisions Reversal adjustment & 30/06/24 used in the of unused s reclassifications period provisions Provisions for employee-related contingencies Other provisions 2,524 16,841 340 862 (398) (1,305) (28) (178) 96 308 2,535 16,528 Current provisions 19,365 1,202 (1,703) 0 (206) 405 19,063 4.10 FINANCIAL LIABILITIES (€ thousands) 31/12/23 Increase Decrease Translation adjustments Changes in Group structure & reclassifications 30/06/24 Non-current borrowings 1,027,955 213,991 (156,463) (587) (833) 1,084,063 Financial instruments (4,095) (586) (4,681) Other financial liabilities 9,709 2,832 (464) 13 (220) 11,869 Long-term financial debt (1) 1,033,569 216,237 (156,927) (574) (1,053) 1,091,252 Cash liabilities 7,029 3,049 (344) 9,734 Total financial liabilities 1,040,598 219,286 (156,927) (918) (1,053) 1,100,987 Marketable securities (300,071) 159,115 4,902 (136,053) Bank and cash (240,028) (155,658) (1,020) (8,014) (404,721) Cash and cash equivalents (540,099) (155,658) 159,115 3,882 (8,014) (540,774) Pre-IFRS 16 net debt 500,499 63,628 2,188 2,965 (9,068) 560,213 (1) Of which at 30 June 2024 Non-current portion of medium and long-term debt 858,138 Current portion of long and medium term debt 233,115 (€ thousands) 31/12/23 Increase Decrease Translation adjustments Changes in Group structure & reclassifications 30/06/24 IFRS 16 lease liabilities 505,195 58,167 (41,788) (4,137) 517,437 4.11 OTHER LIABILITIES Other liabilities consist mainly of deferred income for post-June 30 events and dividends payable. NOTE 5 INCOME STATEMENT INFORMATION 5.1 RAW MATERIALS, CONSUMABLES AND EXTERNAL CHARGES Raw materials, consumables and external charges break down as follows: (€ thousands) 2024 2023 Purchases consumed (42,102) (38,418) Subcontracting and external personnel (278,390) (193,979) Equipment and property rentals (43,364) (32,119) Travel and entertainment expenses Other purchases and external expenses (26,654) (25,273) (95,304) (96,297) Purchases and other external charges (486,808) (385,094) REVENUE Purchases & other expenses vs. Sales (%) 820,142 686,606 -56.1% -59.4% 5.2 OTHER CURRENT OPERATING INCOME AND EXPENSES Other current operating income and expenses break down as follows: (€ thousands) 2024 2023 Operating grants 5,378 3,082 Other income and expenses Other current operating income and expenses 232 (1,879) 1,203 5,610 5.3 OTHER OPERATING INCOME AND EXPENSES Other income and expenses consist mainly of reorganisation costs and costs incurred for growth projects. 5.4 NET FINANCIAL INCOME (EXPENSE) (€ thousands) 2024 2023 Income from financial investments 8,892 8,493 Interest expense (33,006) (25,190) Net interest expense (24,115) (16,697) Currency gains and losses (138) (1,242) Other financial income and expenses 218 (242) Provision on financial assets (214) (1) Other financial income and expenses (133) (1,485) Net financial income (expense) (24,248) (18,182) 5.5 INCOME TAX EXPENSE In accordance with IAS 34, the estimated effective tax rate for fiscal 2024 is 26.6%. NOTE 6 OFF-BALANCE SHEET COMMITMENTS 6.1 COMMITMENTS Commitments by category (€ thousands) Commitments given - Short-term guarantee None - Medium-term guarantee None - Joint security, miscellaneous guarantees None Commitments received - Opening of undrawn credit lines 155,000 - Joint security, miscellaneous guarantees None Off-balance sheet commitments between consolidated companies are eliminated as are all intercompany transactions and balances. 6.2 CONCESSION ROYALTIES AND PROPERTY LEASE PAYMENTS – NON-CANCELLABLE PORTIONS Firm commitments for concessions and property rental payments are henceforth included in the balance sheet in line with application of IFRS 16. However, the variable portion of fees and lease payments as well as options for renewal are not included in the IFRS 16 restatement. 6.3 DEBT GUARANTEED BY COLLATERAL (€ thousands) Guaranteed debt Nature of the guarantee - Bank borrowings - Bank guarantees 12,392 13,566 Mortgage agreement in principle/mortgage Pledge of financial instruments 6.4 OTHER CAPITAL COMMITMENTS Capital commitments (CapEx) are broken down below by the budgeted period of expenditure: (€ thousands) 5 years Total Capital commitments 13,163 47,851 35,836 96,850 NOTE 7 TRANSACTIONS WITH RELATED PARTIES The consolidated financial statements include all companies within the Group structure of consolidated operations (see Note 2). Related party transactions concern primarily management services invoiced by Polygone SA to GL events, where Olivier GINON serves as a director for both companies, and property rental costs invoiced by Polygone to the Group, with Olivier GINON serving as Chairman, Anne-Sophie GINON as Managing Director of this company. There are no other pension liabilities or similar benefits in favour of current and former directors and officers. In addition, no advances or loans have been granted to directors and officers. Summary of transactions with related parties in the 2024 first half: Description Income (expenses) General management services(1) (3,283) Allowances and expenditures for missions, travel expenses and insurance (344) Property lease payments and land taxes(2) (5,882) Balance at 30/06/2024 Rent deposit guarantees(3) 11,534 Trade receivables 135 Trade payables (21,388) Current account (1,125) (1) The costs of general management services consist notably of compensation charged for Mr. Olivier GINON, compensation charged for employees of Polygone SA, travel expenses and other costs incurred in connection with the performance of general management duties. This agreement is renewed each year by tacit renewal and approved by the General Meeting under regulated agreements. (2) Rental payments concern 12 operating sites. These rental amounts were determined on an arm's-length basis at market prices according to rental yields or prices per square meter for comparable properties. (3) The amount for deposit guarantees corresponds to one year's rent including tax. INTERIM MANAGEMENT REPORT 1 MATERIAL EVENTS AND OPERATING HIGHLIGHTS OF THE 2024 FIRST HALF  2024 Paris Olympic and Paralympic Games The Paris 2024 offered a unique showcase for the GL event group’s know-how in organising international sports events. From Paris to Tahiti, and at every Olympic venue in between, our teams worked very hard to ensure the success of this major event. As an overlay provider for this year's Games, the Group contributed to the installation of temporary structures and grandstands at all the Olympic competition venues, in addition to equipping the sites made available by Viparis. Through these projects, GL events demonstrated its commitment to sustainable development, with 100% of materials used for temporary structures reused or recycled. In addition, the Group teamed up with Loxam becoming the prime contractor for the design, maintenance and operation of all electrical installations of the event, ensuring a clean and reliable power supply for the Broadcast Center and more than 55 venues. Backed by its considerable expertise in managing equestrian events, GL events Equestrian Sport was selected to install the reception and competition areas at the Château de Versailles. This iconic venue hosted 19 Olympic events, for which 22 and 24 meter-high grandstands with a capacity of 16,300 seats have been built. At June 30, 2024, €158 million in revenue had been recognized by the Group for services provided for the Paris 2024 Olympic and Paralympic Games.  GL events, developing responsible event solutions The Group implemented a major recycling and upcycling policy for these Olympic and Paralympic Games, using recycled seats, wood flooring that will be reused to build second-hand furniture and materials with a longer lifespan. In addition, a number of initiatives were implemented specifically for the Paris Olympics. These included more than 30,000 social integration hours recorded by the beginning of July, and the calculation of a carbon footprint for each contract using the Climate Coach tool for events. In the area of biodiversity, numerous measures were implemented in order to preserve 100% of the habitats, and no major incidents were reported.  Agreement between Sofina and Trévise Participations On 31 January 2024, Sofina, Trévise Participations and Le Grand Rey entered into agreements organising the offmarket sale of GL events shares held by Sofina to Trévise Participations and the sale of its shares in Polygone, GL events' controlling holding company, to Le Grand Rey and Trévise Participations. The concert party agreement between Sofina and Olivier Ginon was terminated, and Olivier Ginon and the companies he controls will no longer act in concert with Trévise Participations. This transaction is in line with Trévise Participations' goal of supporting GL events' development while providing Sofina with an opportunity to partially divest its position, after which Sofina will retain a 7.9% stake in GL events.  Changes in governance On the proposal of its Chairman, the Board of Directors appointed Nicolas de Tavernost as its Vice-Chairman and approved the creation of a Strategy Committee. This committee will be chaired by Nicolas de Tavernost and have 5 members: Anne Sophie Ginon (Vice-Chair), Daniel Havis, Lionel Yvant, Grégory Guissard and Félix Crepet. This Strategy Committee will analyse and make propositions to the Board regarding the Group's future direction and strategic priorities. For this mission, it will be able to draw upon the company's internal expertise. In addition, the Combined General Meeting of GL events approved the appointment as directors of Caroline Ginon and Grégory Guissard (Trévise Participations) and the ratification of Lionel Yvant (Trévise Participations). At the close of the meeting, the Board of Directors reappointed Olivier Ginon as Chairman and Olivier Ferraton as Deputy Managing Director. ANALYSIS OF KEY INCOME STATEMENT AGGREGATES AND PERFORMANCE MEASURES The Group's performance indicators are as follows: (€ thousands) 30/06/24 30/06/23 30/06/24 (Full IFRS) 30/06/23 (Full IFRS) Change N/N- Change N/N- 1 1 Revenue 820,559 690,225 820,142 686,606 18.9% 19.4% EBITDA (*) Current operating income 116,152 80,708 99,638 67,456 146,859 128,503 72,889 16.6% 19.6% 14.3% 20.4% 87,729 Organic growth (**) 20.3% 29.6% 20.3% 29.6% Operating margin EBITDA margin Net financial income (expense) 9.8% 14.2% -14,700 9.8% 14.4% 10.7% 10.6% 18.7% -18,182 0.1 -0.3 -45.0% 0.1 -0.8 -33.4% 17.9% -10,140 -24,248 Profit /(loss) before tax 61,292 54,115 58,766 51,506 13.3% -14.1% Net profit 45,304 40,853 43,340 38,906 10.9% -11.4% Net profit attributable to shareholders (Grou 39,131 31,596 37,552 29,987 23.8% -25.2% Net margin 4.8% 4.6% 4.6% 4.4% 0.2 0.2 (*) EBITDA: (Earnings before interest, tax depreciation and amortisation): current operating income (EBIT) + amortisations a (**) Organic growth: growth in revenue excluding changes in the scope of consolidation For the six month period ended 30 June 2024, GL events’ revenue grew 19% (+21% like-for-like) to €820.6 million, driven in particular by strong growth by the Live and Venues divisions. Excluding mega events, Group growth was 2% compared with H1 2023. All regions where the Group operates displayed good momentum in H1 2024, with particularly sustained contributions from France, the Americas and Europe. The profitability of GL events' activities improved significantly in H1 2024 with a sharp increase in EBITDA and Current Operating Income. As a result, despite the effects of a less favourable business mix, the Group's EBITDA margin in H1 2024 remained steady at 14.2%. Key contributors to this performance were: • a high level of activity in France linked to the Olympic and Paralympic Games; • more robust growth by the Live and Venues businesses;  investments which have improved the quality of assets;  a more favourable biennial effect in an odd-numbered year. After taking into account other operating income and expenses representing a charge of €5 million, net financial expenses of €15.0 million (-€24 million under full IFRS) and a tax charge of €16 million, net profit attributable to the Group amounted to €39 million (€38 million under full IFRS), up 23.8% from H1 2023 (€32 million, €30 million under full IFRS) thus resulting in a net margin of 4.8%. INCOME STATEMENT HIGHLIGHTS BY BUSINESS The breakdown of revenue was as follows: (€ thousands) 30/06/24 (Full IFRS) 30/06/23 (Full IFRS) 30/06/24 30/06/23 30/06/22 GL events Live 496,055 363,950 496,462 367,453 301,746 % of revenue 60.5% 53.0% 60.5% 53.2% 57.5% GL events Exhibitions 113,354 143,619 113,354 143,619 72,759 % of revenue 13.8% 20.9% 13.8% 20.8% 13.9% GL events Venues 210,732 179,037 210,742 179,152 150,243 % of revenue 25.7% 26.1% 25.7% 26.0% 28.6% Revenue 820,142 686,606 820,559 690,225 524,748 The breakdown of current operating income by major business line was as follows: (€ thousands) 30/06/2024 30/06/2023 30/06/2022 GL events Live 34,494 22,122 9,703 33,232 11,179 7,949 GL events Exhibitions GL events Venues 24,092 24,521 15,684 Current operating income 80,708 67,456 34,812 (€ thousands) 30/06/24 (Full IFRS) 30/06/23 (Full IFRS) 30/06/2022 (Full IFRS) GL events Live 35,941 10,499 11,855 GL events Exhibitions 22,324 33,385 8,066 GL events Venues 29,464 29,005 19,892 Current operating income 87,729 72,889 39,814 GL EVENTS LIVE delivered a strong performance in H1 2024, with growth in revenue of 35% to €496 million (+38% like-for-like), driven both by mega events and also other business lines in a wide range of sectors. In addition, as of 30 June 2024, the Group had recognised €158 million in revenue for services provided for the Paris 2024 Olympic and Paralympic Games (versus €51 million recognised at the end of December 2023). Among other global events, GL events once again stood out in the field of sports, but also in the organisation of major international historical and cultural events and in the quality of its corporate events. This division, which displayed the most resilience during the COVID-19 crisis, recorded growth in EBITDA of 70% compared with 2023 to €58m. GL events Live's EBITDA margin also rose by 2.4 basis points to 11.6%. At the same time, current operating income rose significantly, to €34 million resulting in a current operating margin of 6.9%. The division's operating profitability improved sharply in H1 2024, benefiting in particular from the positive impact of the volume of mega events compared with H1 2023 which was adversely affected by low-margin projects, a high claims ratio and investments devoted to assembling teams for the 2024 projects. In H2 2024, GL events Live expects its margin to remain stable based on a sustained level of mega events and tight control over fixed costs. GL EVENTS EXHIBITIONS reported H1 2024 revenue of €113.4 million, down in relation H1 2023 which benefited from a high comparison base and a favourable biennial effect (Sirha, Expomin). Sales in China held steady in H1 2024, even though adversely affected by the performance of exhibitions in the fashion and textile industries. Excluding these effects, GL events Exhibitions has observed both an upturn in exhibitions in China and a level of activity in line with that of major exhibitions such as Global Industrie, CFIA, Hyvolution, Sirha Europain, Sepem, the Lyon International Fair and Aquasur. The Group's exhibitions are recovering more slowly due to the difficulties in certain sectors (fashion in Europe, construction in China). However, the Group is continuing to allocate human and marketing resources to fully benefit from the rebound over the long term. The division's profitability has decreased, with EBITDA of €23 million compared with €33 million in H1 2023, representing a decline in the EBITDA margin from 23.1% to 20.4%. In H1 2024, the current operating margin amounted to 19.5%, boosted in particular by improved profitability in China and despite unfavourable biennial effects in France and Chile. GL EVENTS VENUES continued to perform well in H1 2024, with revenue up 18% (on both a reported basis and LFL) to €211m. The division's momentum remains on track with good business growth and investments in line with the development plan. GL events Venues reported 8% growth in EBITDA to €35 million and a current operating margin down 2.3 points compared to H1 2023, due to an unfavourable biennial effect in France (Eurexpo) almost entirely offset by Europe (Italy, Hungary, Belgium), stable profitability in Brazil, a decline in Japan and Chile, and the containment of fixed costs, with an increase limited to 4% in relation to 2023. FINANCIAL POSITION HIGHLIGHTS The Group is continuing to successfully refinance its debt, which now has a maturity of 3.35 years. GL events arranged a €230 million syndicated loan (of which €200 million was drawn down) with its banking partners in the first half of the year. In addition, the Group issued two Neu CP short-term debt instruments of €10 million and €15 million respectively during the 2024 first half. On 30 June 2024, in line with its ambitious capital expenditure plan and at a low level in the Net Source of Funds or negative WCR) (Exhibitions negative WCR consumption and the existence of an Olympic Games WCR for the Live division), GL events had a post-CAPEX cash outflow of € 31m. After taking into account acquisitions (€6m), debt servicing and dividend payments, GL events' net debt increased in the first half to €560 million (the same level as at 30 June 2023). At 30 June 2024, GL events had a cash position of €541 million (€696 million including undrawn credit lines). At 30 June 2024, the Group's financial leverage ratio stood at 2.6x and, 2.3x based on the calculation methods provided for in the financing agreements, compared with the contractual maximum of 3.5x. Changes in debt break down in consequence as follows: [image] 2 SUBSEQUENT EVENTS At the date of this report, there were no subsequent events to report. 3 OUTLOOK AND UNCERTAINTIES Based on the particularly good performance in H1 2024, exceeding expectations, the Group confirms its guidance for H2 2024: • Revenue growth of around 9%; • Stable net debt at the end of the year; • A CAPEX programme of around €115m. In addition, the Group is expecting minimum growth in EBITDA and Net Profit Attributable to Group shareholders of at least 13% for the 2024 full year compared with 2023. The Group is also continuing to roll out its ESG policy in line with the plan of January 2024. Finally, the Group's teams are also working to ensure the success of 2025 which for the different divisions will benefit from the following developments: • Live: services for the International Paris Air Show (SIAE), the Osaka World Expo and contracts currently being finalised in the Middle East, • Exhibitions: a favourable biennial effect (Sirha, Expomin, the Biennial Rio de Janeiro International Book Fair, etc.) and the continuing recovery of exhibitions in China, • Venues: the full-year impact of the Anhembi events space (Sao Paulo) and the addition of new destinations for the division. RESPONSIBILITY STATEMENT RESPONSIBILITY STATEMENT FOR THE INTERIM FINANCIAL REPORT I hereby declare that to the best of my knowledge the condensed financial statements presented for the first six months were prepared in accordance with applicable accounting standards and give a true and fair view of the financial position and results of the Company and its consolidated subsidiaries and that the interim management report included herein presents a true and fair view of the important events occurring during the first six months of the fiscal year, their impact on the interim financial statements, the main transactions with related parties and the principal risks and uncertainties for the remaining six months of the fiscal year. Lyon, 5 September 2024 Olivier GINON Chairman [image] STATUTORY AUDITORS' REPORT STATUTORY AUDITORS' REPORT ON INTERIM FINANCIAL INFORMATION This is an unsigned free translation into English of the auditor’s review report issued in the French language and is provided solely for the convenience of English speaking readers. This report should thus be read in conjunction with, and is construed in accordance with, French law and professional standards applicable in France. To the Shareholders: In accordance with the terms of our appointment at your general meeting and the provisions of Article L. 451-1-2 III of the French Monetary and Financial Code (code monétaire et financier), we hereby submit our report regarding: • the limited review of the accompanying interim condensed consolidated financial statements of GL events SA for the six-month period from 1 January to 30 June 2024; • the verification of the information given in the interim management report. These interim condensed consolidated financial statements were prepared under the responsibility of your Board of Directors. Our responsibility is to express a conclusion on these financial statements based on our limited review. I – Review of the financial statements We conducted our limited review in accordance with the professional standards applicable in France. A limited review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France. As such, it provides a moderate assurance that the financial statements as a whole are free of material misstatements lower than that which would result from an audit. Based on our review, nothing has come to our attention that causes us to believe that the interim accompanying condensed consolidated financial statements were not prepared in all material respects in accordance with IAS 34, the IFRS standard governing interim financial reporting as adopted by the European Union. II – Specific procedures and disclosures We have also verified the information in the interim management report commenting on the interim condensed consolidated financial statements that were the subject of our limited review. We have no matter to report regarding its fair presentation and consistency with the interim condensed consolidated financial statements. Lyon and Oullins, 5 September 2024 The Statutory Auditors French original signed by: MAZA SIMOENS - FIFTY BEES MAZARS Benjamin Schlicklin Emmanuel Charnavel Arnaud Flèche Partner Partner Partner  2024 interim financial report