CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE

(1)

ELITE WORLD S.A.

CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013

(2)

ELITE WORLD AT A GLANCE

Elite World Share

ISIN LU0252519037

Stock exchange symbol E1M

Stock exchange Frankfurt Stock Exchange / Entry Standard

M€ M€

Facts & Figures 30/06/2013 30/06/2012 Change in %

Revenue 29 26 # + 12 %

EBITDA -1.8 1.9 # - 195 %

EBIT -2.1 1.7 # - 224 %

Total assets 31 30.7 # + 1 %

Cash 5.9 8.1 # - 27 %

Reported equity -5.6 7.9 # - 171 %

Board of Directors

Mr. Silvio SCAGLIA Chairman of the Board and Non-Executive Director

Ms. Stefania VALENTI Chief Executive Officer and Executive Director

Mr. Andrew GLEESON Chief Financial Officer and Executive Director

Mr. Paul JOHNSTON Non-Executive Director

Mr. Serge MARION Non-Executive Director

(3)

3

Index to the notes to the consolidated financial statements

Page

1. General information 11

2. Significant accounting policies 11

3. Revenue 12

4. Segment information 12

5. Other gains and losses 13

6. Investments in associates 13

7. Subsidiaries 13

(5)

5

M

ANAGEMENT REPORT

(6)

C

ONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME

Consolidated statement of profit or loss and other comprehensive income € € (Unaudited) (Unaudited) 30/06/2013 30/06/2012

Continuing operations

Total Revenues 28 941 772 26 049 074

Total Cost of sales -18 935 315 -16 398 588

Gross profit 10 006 457 9 650 487

Professional services -3 112 817 -1 440 178

Office expenses -596 464 -582 101

Staff costs (including Social Security costs) -6 340 597 -3 997 904

Other operating expenses -1 470 569 -1 424 002

Other Taxes -282 851 -286 529

Depreciation -194 538 -117 478

Amortisation -144 511 -124 796

Operating profit / (loss) -2 135 888 1 677 499

Finance costs -1 019 013 -56 890

Finance income 725 506 209 042

Other operation revenues and expenses -1 072 731 214 671

Share of profits of associates 137 303

Profit / (loss) before tax from continuing operations -3 502 126 2 181 624

Income tax expense -25 514 -16 341

Profit / (loss) for the first six months from continuing operations -3 527 641 2 165 284

Profit / (loss) for the first six months from discontinued operations 0 0

PROFIT / (LOSS) FOR THE FIRST SIX MONTHS -3 527 641 2 165 284

Other comprehensive income, net of income tax

Exchange differences on translating foreign operations 72 490 4 479

Other comprehensive income for the year, net of tax 72 490 4 479

TOTAL COMPREHENSIVE INCOME FOR THE FIRST SIX MONTHS -3 455 151 2 169 762

Minority Share of Profit of Subsidiaries -218 249 -265 186

Profit / Loss attributable to:

Owners of the Company -3 745 890 1 900 098

Non-controlling interests -218 249 -265 186

-3 527 641 2 165 284 Total comprehensive income attributable to:

Owners of the Company -3 673 400 1 904 577

Non-controlling interests -218 249 -265 186

-3 455 151 2 169 762

Earnings per share

From continuing and discontinued operations

(7)

7

C

ONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION

Consolidated statement of financial position € €

(Unaudited) (Audited) 30/06/2013 31/12/2012 Assets

Non-current assets

Goodwill 0 0

Other intangible assets 806 292 839 324

Property, plant and equipment 2 077 840 2 032 289

Investments in associates 0 969 820

Other financial assets 3 043 170 2 068 548

Deferred tax assets 531 575 531 575

Total non-current assets 6 458 878 6 441 556

Current assets

Trade and other receivables 16 174 488 16 320 040

Current tax assets 757 546 1 297 820

Other assets 1 731 634 1 672 775

Cash and bank balances 5 905 099 7 472 896

Total current assets 24 568 767 26 763 531

(8)

Consolidated statement of financial position € € (Unaudited) (Audited) 30/06/2013 31/12/2012 Equity and liabilities

Capital and reserves

Issued capital 14 298 185 14 298 185

Reserves 304 791 304 791

Retained earnings -16 970 332 -8 513 854

Result of the year -3 673 400 -9 005 545

Equity attributable to owners of the Company -6 040 756 -2 916 424

Non-controlling interests 478 324 260 075

Total equity -5 562 432 -2 656 349

Non-current liabilities

Borrowings 4 552 215 4 356 952

Retirement benefit obligation 412 027 412 027

Provisions 3 119 520 3 210 538

Deferred tax liabilities 519 928 519 928

Finance lease 44 792 44 792

Total non-current liabilities 8 648 483 8 544 237

Current liabilities

Borrowings 6 753

Trade and other payables 19 862 138 19 792 939

Current tax liabilities 3 060 433 2 813 643

Deferred revenue 324 633 1 610 426

Other liabilities 4 694 391 3 093 436

Total current liabilities 27 941 594 27 317 197

Total liabilities 36 590 077 35 861 434

(9)

9

C

ONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY

Consolidated statement of changes in equity in €

Retained

Additional earnings Attributable Non

Share paid in Legal including result to owners -controlling

capital capital Reserves for the year of the parent interests Total

Balance at 31 December 2011 14 298 185 0 277 477 -8 785 230 5 790 432 175 673 5 966 105

Profit / Loss for the year -9 005 546 -9 005 546 185 650 -8 819 895

Other comprehensive income for the year, net of income tax -101 309 -101 309 -10 510 -111 818

Transfer 27 314 -27 314 0 0 0

Acquisition of non-controlling interest in Elite Model Management London Ltd -86 417 -86 417 86 417 0 Acquisition of non-controlling interest in Elite Model Management Barcelona -2 844 -2 844 2 844 0

Disposal of a subsidiary: Elite Retail S.A. 489 260 489 260 0 489 260

Payment of dividends 0 0 -180 000 -180 000

Balance at 31 December 2012 14 298 185 0 304 791 -17 519 399 -2 916 424 260 075 -2 656 349

Profit / Loss for the first six months 0 0

Other comprehensive income for the half year, net of income tax -3 673 400 -3 673 400 218 249 -3 455 151

Transfer 0 0

Merger Elite Talent with Elite Model Management SA 54 711 54 711 54 711

Other Variation 494 356 494 356 494 356

(10)

C

ONDENSED

C

ONSOLIDATED INTERIM STATEMENT OF CASH FLOWS

Condensed Consolidated statement of financial position € €

(Unaudited) (Unaudited) 30/06/2013 30/06/2012

EBIT -2 135 888 1 677 499

+ Depreciation and amortization 339 048 242 275

+/- Other income / expenses -1 319 262 492 264

+/- changes in account receivables

' Trade debtors 242 672 2 402 181

' Model receivables -247 264 -409 736

+/- changes in other assets 739 487 2 052 294

+/- Net capex / divestitures in fixed assets (tangible and intangible) -351 568 -450 890

+/- changes in financial assets -112 731 -844 575

+/- changes in account payables

' Trade creditors 884 145 -797 031

' Model payables 308 763 -607 069

+/- changes in other current liabilities 79 492 -2 340 098

+/- changes in financial debt -31 781 -1 983 999

+/- changes in financial debt intercompany 37 091 -6 447

+/- changes in equity (capital increases, dividends, etc) -54 700

+/- changes in equity (non-controlling interest) 0

+/- cash flow -1 567 797 -628 031

Beginning cash balacnce 7 472 896 8 766 873

(11)

11

N

OTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. General information

Elite World S.A. (the Company) is a limited company which was incorporated on December 14th 1999 and organized under the laws of Luxembourg for an unlimited period. Elite World S.A. is the Group's ultimate parent company being in scope of consolidation.

The parent company is Pacific Global Management S.A.R.L. and the ultimate parent of the Group is SMS Finance S.A.

The registered office of the Company is at 28, boulevard d’Avranches - L-1160 Luxembourg. The Company’s register number is B 73 844. The official publication was made on April 12, 2000. The financial year starts on January 1 and ends on December 31 of each year.

Elite World’s shares are listed on the Entry Standard of the Frankfurt Stock Exchange.

The main activity of the Company is to carry out all transactions pertaining directly or indirectly to the acquiring of participating interests in any enterprise in whatever form and the administration, management, control and development of these participating interests. In particular, Elite World is one of the world’s leading model agencies. The Group’s principal activity is to act as a model booking agent for some of the leading and most promising models worldwide.

The Group also provides agency and management services to independently owned agencies; licenses trademarks to distributors of consumer products and promotes model look competitions.

Based on the criteria defined by the Article 309 (1) of the August 10, 1915 Luxembourg law and the general terms and conditions of DBAG for the Entry Standard, the Company has the obligation to draw up consolidated accounts and a consolidated management report for the period ending December 31, and semi-annual accounts statement and the interim management report.

2. Significant accounting policies

2.1. Basis of preparation of the consolidated financial statements

The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union ('EU IFRS'). These are the Group's consolidated interim financial statements. The date of transition to IFRS was 1 January 2009.

The consolidated financial statements for the year ended 31 December 2012 (including comparatives) were approved and authorized for issue by the Board of directors on May 30, 2013 (see note Approval of financial statements). Under the security regulations act of Euroland, amendments to the financial statements are not permitted after approval.

The accounting policies for the consolidated interim financial statements are unchanged in relation to the consolidated financial statements of the last financial year. They are in conformity with IAS 34 – Interim Financial Reporting. The interim financial statements do not contain all the explanatory notes and disclosures prescribed for the financial statements of a full financial year and should thus be read in conjunction with the consolidated financial statements in accordance with the IFRS as at 31 December 2012. The interim financial statements were neither subjected to an audit review in accordance with Article 309 (1) of the August 10, 1915 Luxembourg law.

It is also recommended that this financial report be considered together with any public announcement made by Elite World and its controlled entities during the period ended 30 June 2013.The consolidated interim financial statements are presented in Euro.

(12)

3. Revenue

The following is a break-down of the Group's revenue by category of activity:

See next note segment information for an analysis of revenue by major products and services.

4. Segment information

4.1. Products and services from which reportable segments derive their revenues

Information reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance focuses on types of goods or services delivered or provided. The Group's reportable segments under IFRS 8 are therefore as follows.

• Modeling: - catwalk presentations, shooting, (for example) - sale of rights

• Licensing: - products sold by licensees using Elite brand • EML: - Elite Model Look contests

Elite Model look expenses relating to the Elite Model Look Contest are generally covered by sponsorship income which is included in Licensing Revenues.

• Group function: - Holding / Dormant companies

4.2. Segment revenues and results

The following is an analysis of the Group's revenue and gross profit from continuing operations by reportable segment.

Segment profit represents the profit earned by each segment without allocation of central administration costs and directors' salaries, investment income, other gains and losses, finance costs and income tax expense. This is the measure reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance.

Revenue € €

30/06/2013 30/06/2012

Modeling Revenue 26 416 918 23 514 853

Licensing Revenue 1 685 269 1 881 442

Elite Model Look Revenue 839 585 652 780

28 941 772 26 049 074

Segment revenue Segment operating profit

Segment revenues and results € € € €

30/06/2013 30/06/2012 30/06/2013 30/06/2012

Modeling Revenue 26 416 918 23 514 853 8 223 780 8 072 900

Licensing Revenue 1 685 269 1 881 442 1 441 864 1 677 410

Elite Model Look Revenue 839 585 652 780 340 813 -99 823

Group function / Dormant Cy

(13)

13

5. Other gains and losses

5.1. Other operation revenues and expenses

Other operation expenses for 1 072 K€ relate primarily to a settlement payment for the early termination of a license agreement (695 K€) and the litigation costs concerning a case against a former model (193 K€).

6. Investments in associates

Details of the Group's associates at the end of the reporting year are as follow:

The Group sold 7.5 % of ABC Distribution shares in the first half 2013. This company is no longer consolidated under the Equity Method

Summarized financial information in respect of the Group's associates is set out below.

7. Subsidiaries

Details of the Group's subsidiaries at the end of the reporting period are as follows.

* Non-trading companies

** Merged by absorption with retroactive effect as of January 1, 2013 Those subsidiaries are fully consolidated.

30/06/2013 31/12/2012 31/12/2011

Entity City Country % owned % owned % owned

ABC Distribution S.A.S. Paris France 3.00 % 10.50 % 10.50 %

Investments in associates € €

30/06/2013 31/12/2012

Investments in associates 0 969 820

30/06/2013 31/12/2012 31/12/2011

Entity City Country % owned % owned % owned

Elite Management S.A. Barcelona Spain 99.96 % 99.96 % 94.96 % Elite Model Management Amsterdam B.V. Amsterdam Holland 100 % 100 % 100 % Elite Model Management Limited London United Kingdom 100 % 100 % 100 % Elite Model Management S.A. Fribourg Switzerland 100 % 100 % 100 % Elite Model Management SARL Milan Italy 100 % 100 % 100 % Elite Model Management SARL Paris France 100 % 100 % 100 %

Nathalie SARL Paris France 55 % 55 % 55 %

Inmod AG Fribourg Switzerland 100 % 100 % 100 % Elite Licensing Company S.A. Fribourg Switzerland 100 % 100 % 100 % Elite Media SARL Paris France 100 % 100 % 100 % Elite Model Management Prague Sro Prague Czech Republic 60 % 60 % 60 % Elite Model Management Bratislava Sro. Bratislava Slovakia 60 % 60 % 60 % Elite Model Management Copenhagen Copenhagen Denmark 100 % 100 % 100 % Elite Model Management London London United Kingdom 69.0 % 69.0 % 50.1 % Angels Model Management SARL Paris France 100 % 100 % 100 % Society Model Management INC New York USA 100 % 100.0 %

* Elite Entertainment S.A. Fribourg Switzerland 100 % 100 % 100 % ** Elite Talent Management S.A. Fribourg Switzerland 100 % 100 % 100 %

(14)

8. Significant Events

At a Board Meeting held on May 30, 2013 the decision was taken to not to renew Mr. Sandro Gibillaro’s mandate as a director. At a subsequent Board Meeting held on June 24, 2013 Mr. Silvio Scaglia was appointed to the Board as Chairman.