UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K |
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the three month period ended March 31, 2005
LEGRAND HOLDING S.A. | ||
(Translation of registrant's name into English)
128, avenue du Maréchal de Lattre de Tassigny
87000 Limoges
France
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F Form 40-F
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________
Enclosures:
Non Audited Consolidated Condensed Financial Statements of Legrand Holding S.A., pursuant to French GAAP, as of and for the period ended March 31, 2005.
Non Audited Consolidated Condensed Financial Statements of Legrand S.A.S., pursuant to French GAAP, as of and for the period ended March 31, 2005.
Part 1.
LEGRAND HOLDING SA FRENCH GAAP
NON AUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
Part 2.
LEGRAND HOLDING SAS FRENCH GAAP
NON AUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
LEGRAND HOLDING SA FRENCH GAAP
NON AUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
Summary
1
Consolidated statements of income FRENCH GAAP
|
|
|
|
Legrand Holding SA | |||
Period from Jan 01, 2005 | Period from Jan 01, 2004 | ||
| Euros, in millions | ||
Net sales | 765.6 | 730.4 | |
Operating expenses | |||
Cost of goods sold | (394.1) | (387.9) | |
Administrative and selling expenses | (202.4) | (189.1) | |
Research and development expenses | (64.2) | (62.9) | |
Other operating income (expenses) | 4.8 | 3.0 | |
Amortization of goodwill | (10.9) | (10.7) | |
Operating income (loss) | 98.8 | 82.8 | |
Interest income (expense) | (48.5) | (58.9) | |
Profits (losses) from disposal of fixed assets | (0.6) | 0.1 | |
Other income (expenses) | (14.1) | (2.3) | |
| |||
Income (loss) before taxes. minority interests | |||
and equity in earnings of investees | 35.6 | 21.7 | |
Income taxes | (17.6) | (7.7) | |
| |||
Net income (loss) before minority interests | |||
and equity in earnings of investees | 18.0 | 14.0 | |
Minority interests | (0.4) | (0.3) | |
Equity in earnings of investees | 0.0 | 0.3 | |
Net income (loss) attributable to Legrand Holding |
| 17.6 | 14.0 |
2
Consolidated balance sheets FRENCH GAAP
| |||
Legrand Holding SA | |||
March 31, 2005 | Dec 31, 2004 | ||
| Euros, in millions | ||
ASSETS | |||
Current assets |
|
| |
Cash and cash equivalents | 75.2 | 68.3 | |
Marketable securities | 1.7 | 13.1 | |
Restricted cash | 27.1 | 27,0 | |
Trade accounts receivable | 600.4 | 495,7 | |
Deferred income taxes | 30.5 | 30,3 | |
Other current assets | 106.0 | 124,2 | |
Inventories | 460.6 | 422.0 | |
Total current assets | 1,301.5 | 1,180.6 | |
Property, plant and equipment, net | 812.5 | 816.0 | |
Investments | 74.2 | 18.4 | |
Goodwill, net | 784.7 | 788.8 | |
Trademarks, net | 1,530.5 | 1,526.3 | |
Developed Technology, net | 315.6 | 337.7 | |
Long-term deferred taxes | 69.3 | 47.4 | |
Other non-current assets | 41.0 | 38.9 | |
Total non current assets | 3,627.8 | 3,573.5 | |
|
| ||
Total assets | 4,929.3 | 4,754.1 | |
|
|
|
|
3
Legrand Holding SA | |||
March 31, 2005 | Dec 31, 2004 | ||
| Euros, in millions | ||
LIABILITIES AND SHAREHOLDERS' EQUITY | |||
Current liabilities | |||
Short-term borrowings | 272.1 | 253.8 | |
Accounts and notes payable | 328.7 | 311.3 | |
Deferred income taxes | 3.1 | 3.8 | |
Other current liabilities | 336.4 | 333.3 | |
Total current liabilities | 940.3 | 902.2 | |
Deferred income taxes | 192.8 | 179.1 | |
Other non-currentliabilities | 228.0 | 225.4 | |
Borrowings | 1,829.3 | 1,751.2 | |
Subordinated securities | 59.4 | 68.9 | |
Payment-In-Kind loans (PIK) | 1,287.4 | 1,272.8 | |
Minority interests | 22.8 | 19.5 | |
Shareholders' equity | |||
Capital stock | 759.4 | 759.4 | |
Accumulated deficits | (266.0) | (283.6) | |
Translation reserve | (124.1) | (140.8) | |
| 369.3 | 335.0 | |
|
| ||
Total liabilities and shareholders' equity | 4,929.3 | 4,754.1 | |
|
|
4
Consolidated statements of cash flows FRENCH GAAP
Legrand Holding SA | |||
Period from Jan 01, 2005 | Period from Jan 01, 2004 | ||
| Euros, in millions | ||
| |||
Net income attributable to Legrand Holding | 17.6 | 14.0 | |
Reconciliation of net income to net cash provided from | |||
(used in) operating activities : | |||
- depreciation of tangible assets | 34.8 | 36.4 | |
- amortization of intangible assets | 38.1 | 43.6 | |
- financing charges amortization | 0.6 | 0.0 | |
- changes in long-term deferred taxes | (7.4) | (7.2) | |
- changes in other long-term assets and liabilities | 6.8 | (3.3) | |
- minority interests | 0.4 | 0.3 | |
- equity in earnings of investees | 0.0 | (0.3) | |
- other items having impacted the cash | 20.0 | 18.2 | |
(Gains) losses on fixed asset disposals | 0.8 | (0.1) | |
(Gains) losses on sales of securities | 0.0 | 0.0 | |
Changes in operating assets and liabilities, net of effect | |||
of investments in consolidated entities : | |||
- inventories | (26.7) | (4.9) | |
- accounts receivable | (93.5) | (59.5) | |
- accounts and notes payable | 12.8 | 37.7 | |
- other operating assets and liabilities | (9.2) | 3.5 | |
Net cash (used in) provided from operating activities | (4.9) | 78.4 | |
Net proceeds from sales of fixed assets | 0.8 | 8.0 | |
Capital expenditures | (20.8) | (23.8) | |
Proceeds from sales of marketable securities | 11.6 | 29.8 | |
Investments in marketable securities | 0.0 | (1.0) | |
Investments in consolidated entities | 0.0 | 0.0 | |
Investments in non-consolidated entities | (68.2) | (0.2) | |
Net cash (used in) provided from investing activities | (76.6) | 12.8 | |
Related to shareholders' equity : | |||
- capital increase | 0.0 | 0.0 | |
- dividends paid by Legrand Holding's subsidiaries | 0.0 | 0.0 | |
Other financing activities : | |||
- reduction of subordinated securities | (9.5) | (8.9) | |
- new borrowings | 199.6 | 0.2 | |
- repayment of borrowings | (135.2) | (81.7) | |
- debt issuance cost | 0.0 | 0.0 | |
- increase (reduction) of commercial paper | 0.0 | 0.0 | |
- increase (reduction) of bank overdrafts | 29.4 | 1.3 | |
Net cash (used in) provided from financing activities | 84.3 | (89.1) | |
Net effect of currency translation on cash | (4.1) | (2.7) | |
Increase (reduction) of cash and cash equivalents | 6.9 | 4.8 | |
Cash and cash equivalents at the beginning of the period | 68.3 | 67.9 | |
Cash and cash equivalents at the end of the period |
| 75.2 | 72.7 |
Interest paid during the period | 34.2 | 42.7 | |
Income taxes paid during the period |
| 0.8 | 2.2 |
5
Accounting policies and details
1)
Basis of presentation and accounting policies
The Group’s consolidated financial statements are prepared in conformity with accounting principles generally accepted in France. They differ from those generally accepted in the United States of America with respect to the presentation of the statement of income, in the computation and presentation of the operating expenses and the application of FAS 133, of FAS 142 and of EITF-93-16.
In the opinion of management, the accompanying consolidated financial statements of the Group contain all adjustments necessary to present fairly, in all material respects, the Group’s consolidated financial position as of March 31, 2005, and the consolidated results of operations and cash flows for the period ended March 31, 2005. All such adjustments are deemed to be of a normal recurring nature. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in Legrand Holding SA’s Annual Report on Form 20-F for the year ended December 31, 2004. The results of operations for the period ended March 31, 2005 are not necessarily indicative of the results to be expected for the full year.
2)
Investments
Legrand Holding SA | |||
March 31, 2005 | Dec 31, 2004 | ||
| Euros, in millions | ||
Investments |
| 74.2 | 18.4 |
The main variation of the investments is related to the recent Group’s acquisitions. These acquisitions will be consolidated before the end of 2005.
3)
Long-term borrowings
Long-term borrowings are comprised of the following:
Legrand Holding SA | |||
March 31, 2005 | Dec 31, 2004 | ||
| Euros, in millions | ||
Facility Agreement | 810.2 | 847.5 | |
High-yield notes | 601.1 | 601.1 | |
8 ½% debentures | 298.9 | 285.2 | |
Other long-term borrowings | 119.1 | 17.4 | |
|
| 1,829.3 | 1,751.2 |
4)
Short-term borrowings
Short-term borrowings are comprised of the following:
Legrand Holding SA | |||
March 31, 2005 | Dec 31, 2004 | ||
| € in millions | ||
Current portion of long-term debt | 77.7 | 81.0 | |
Current portion of capital leases | 7.7 | 7.3 | |
Bank overdrafts | 109.3 | 80.9 | |
Other short-term borrowings | 77.4 | 84.6 | |
|
| 272.1 | 253.8 |
6
5)
Commitments and contingencies
The Group is involved in a number of legal proceedings and litigations arising in the normal course of business. In the opinion of management, all such matters have been adequately provided for or are without merit, and are of such kind that if disposed of unfavorably, would not have a material adverse effect on the Group's consolidated financial position or results of operations.
6)
Subsequent events
We have no knowledge of any material subsequent events.
7)
Stock-options
The Company has one stock option plan under which stock options may be granted to purchase a specified number of common shares of the Company at an exercise price of € 1.00/share for options granted during the years 2003 and 2004, and € 1.40/share for options granted during 2005, this for a term of 9 years. Pursuant to the terms of the plan, stock options may be granted, at the discretion of the board of directors, to substantially all employees. Employees may not vest in any options, except upon the occurrence of certain specified events, prior to the eight-year anniversary of the date of grant. In addition, the vesting of options is contingent upon the internal rate of return achieved with respect to Lumina Parent’s (the Company’s ultimate parent) investment in the Company. As of March 31, 2005, the Company had 882,653 options available for grant pursuant to existing authorizations under approved plans.
A summary of the activity pursuant to the Company’s stock option plan is presented below :
|
| Legrand Holding SA |
Nature of the plan | subscription | |
date of attribution of options | 2003 | |
Balance at the end of 2002 | 0 | |
Options granted | 9,555,516 | |
Options exercised | 0 | |
Options cancelled | (597,000) | |
Balance at the end of 2003 | 8,958,516 | |
Options granted | 2,298,200 | |
Options exercised | 0 | |
Options cancelled | (602,200) | |
Balance at the end of 2004 |
| 10,654,516 |
Options granted | 810,000 | |
Options exercised | 0 | |
Options cancelled | 0 | |
Balance as of March 31, 2005 |
| 11,464,516 |
None of the outstanding options is exercisable as of March 31,2005.
7
8)
Reconciliation French GAAP to US GAAP
The tables below show the U.S. GAAP reconciliations of net income and net equity prepared in accordance with US GAAP.
RECONCILIATION OF PROFIT AND LOSS STATEMENT
|
| RECONCILIATION OF PROFIT AND LOSS STATEMENT | |||||
|
| Legrand Holding SA | |||||
|
| Period from Jan 01, 2005 to Mar 31, 2005 | |||||
|
| Euros, in millions | |||||
|
| Legrand Holding French GAAP | Goodwill depreciation | EITF 93-16 | FAS 133 | Reclassification | Legrand Holding US GAAP |
Net sales |
| 765.6 | 765.6 | ||||
| |||||||
Operating expenses |
| ||||||
Cost of goods sold |
| (394.1) | (394.1) | ||||
Administrative and selling expenses |
| (202.4) | (202.4) | ||||
Research and development expenses |
| (64.2) | (64.2) | ||||
Other operating expenses |
| 4.8 | (9.1) | (4.3) | |||
Amortization of goodwill |
| (10.9) | 10.9 | 0.0 | |||
|
| ||||||
Operating income (loss) |
| 98.8 | 10.9 | 0.0 | 0.0 | (9.1) | 100.6 |
|
| ||||||
Interest income (expense) |
| (48.5) | 1.4 | (47.1) | |||
Profits (losses) from disposal of fixed assets |
| (0.6) | 0.6 | 0.0 | |||
Other revenues (expenses) |
| (14.1) | (6.3) | 8.5 | (11.9) | ||
|
| ||||||
Loss before taxes, minority interests |
| ||||||
and equity in earnings of investees |
| 35.6 | 10.9 | 0.0 | (4.9) | 0.0 | 41.6 |
|
| ||||||
Income taxes |
| (17.6) | (2.2) | 1.2 | (18.6) | ||
|
| ||||||
Net loss before minority interests |
| ||||||
and equity in earnings of investees |
| 18.0 | 10.9 | (2.2) | (3.7) | 0.0 | 23.0 |
|
| ||||||
Minority interests |
| (0.4) | (0.4) | ||||
Equity in earnings of investees |
| 0.0 | 0.0 | ||||
|
| ||||||
Net loss attributable to Legrand Holding |
| 17.6 | 10.9 | (2.2) | (3.7) | 0.0 | 22.6 |
a) Application of FAS 142
In July 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards (FAS) No. 141 and 142. These Statements establish new accounting and reporting standards for goodwill and other non amortized intangible assets and in particular, supersede their amortization by an impairment test.
Pursuant to this statement, the group reversed the amortization expenses of goodwill registered under French GAAP (€ 10.9 million).
|
| Legrand Holding SA | |||||
|
| Period from Jan 01, 2005 to Mar 31, 2005 | |||||
|
| Euros, in millions | |||||
|
| Legrand Holding French GAAP | Goodwill depreciation | EITF 93-16 | FAS 133 | Reclassification | Legrand Holding US GAAP |
Amortization of tangible assets |
| (34.8) | (34.8) | ||||
Amortization of intangible assets |
| (38.1) | 10.9 |
|
|
| (27.2) |
b) Application of EITF 93-16
In 2001, the Italian subsidiaries revalued their assets, in compliance with the Italian law n° 342 and the decree n°162 (April 13, 2001), retroactively applicable from January 1, 2000. According to EITF 93-16, the tax to be paid in case of distribution of the revalued amount has to be provided for.
8
c) Derivative financial instruments
Legrand entered into three subordinated securities contracts in 1990 and 1992. In addition, these subordinated securities are hedged by three interest rate swaps. Under French GAAP, these instruments are accounted for as hedges of debt. Under US GAAP, these instruments are recorded at fair value with the changes in fair value recorded to profit and loss.
d) Presentation of the statement of income
To comply with US GAAP, “other expenses” such as restructuring ones are classified as non-operating expenses under French Gaap are requested to be included in the operating income under US Gaap.
SUMMARY RECONCILIATION OF NET EQUITY
Legrand Holding SA | ||||
March 31, 2005 | Dec 31, 2004 | |||
Euros, in millions | ||||
Net equity compliant with French Gaaps | 369.3 | 335.0 | ||
FAS 133 |
| (66.9) | (63.2) | |
EITF 93 - 16 |
| (21.1) | (18.9) | |
FAS 142 |
| 103.6 | 92.7 | |
Translation reserve |
| (3.1) | (3.9) | |
Net equity compliant with US Gaaps |
| 381.8 | 341.7 |
9
NON AUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
Summary
10
Consolidated statements of income FRENCH GAAP
Legrand SAS | |||
Period from Jan 01, 2005 to Mar 31, 2005 | Period from Jan 01, 2004 to Mar 31, 2004 | ||
| € in millions | ||
Net sales | 765.6 | 730.4 | |
Operating expenses | |||
Cost of goods sold | (394.1) | (387.9) | |
Administrative and selling expenses | (202.3) | (189.1) | |
Research and development expenses | (64.2) | (62.9) | |
Other operating income (expenses) | 4.8 | 3.0 | |
Amortization of goodwill | (10.9) | (10.7) | |
Operating income (loss) | 98.9 | 82.8 | |
Interest income (expense) | (48.0) | (60.8) | |
Profit (losses) from disposal of fixed assets | (0.6) | 0.1 | |
Other income (expenses) | (0.1) | (1.6) | |
| |||
Income (loss) before taxes, minority interests | |||
and equity in earnings of investees | 50.2 | 20.5 | |
Income taxes | (29.6) | (18.9) | |
| |||
Net income (loss) before minority interests | |||
and equity in earnings of investees | 20.6 | 1.6 | |
Minority interests | (0.4) | (0.3) | |
Equity in earnings of investees | 0.0 | 0.3 | |
Net income (loss) |
| 20.2 | 1.6 |
11
Consolidated balance sheets FRENCH GAAP
Legrand SAS | |||
March 31, 2005 | Dec 31, 2004 | ||
| € in millions | ||
ASSETS | |||
Current assets | |||
Cash and cash equivalent | 75.2 | 68.3 | |
Marketable securities | 1.7 | 13.1 | |
Restricted cash | 27.1 | 27.0 | |
Trade accounts receivable | 600.4 | 495.7 | |
Deferred income taxes | 30.5 | 30.3 | |
Other current assets | 102.0 | 124.2 | |
Inventories | 460.6 | 422.0 | |
Total current assets | 1,297.5 | 1,180.6 | |
Property, plant and equipment, net | 812.5 | 816.0 | |
Investments | 74.2 | 18.4 | |
Goodwill, net | 784.7 | 788.8 | |
Trademarks, net | 1,530.5 | 1,526.3 | |
Developped Technology, net | 315.6 | 337.7 | |
Deferred income taxes | 64.7 | 42.2 | |
Other non-current assets | 41.0 | 38.9 | |
Total non-current assets | 3,623.2 | 3,568.3 | |
|
| ||
Total assets | 4,920.7 | 4,748.9 | |
|
|
|
|
12
Legrand SAS | |||
March 31, 2005 | Dec 31, 2004 | ||
| € in millions | ||
LIABILITIES AND SHAREHOLDERS' EQUITY | |||
Current liabilities | |||
Short-term borrowings | 264.7 | 232.2 | |
Accounts and notes payable | 328.7 | 311.3 | |
Deferred income taxes | 3.1 | 3.8 | |
Other current liabilities | 339.9 | 328.7 | |
Total current liabilities | 936.4 | 876.0 | |
Deferred income taxes | 175.9 | 198.3 | |
Other non-current liabilities | 281.4 | 290.7 | |
Long-term borrowings | 1,228.2 | 1,150.1 | |
Subordinated securities | 59.4 | 68.9 | |
Related party | 1,974.8 | 1,940.5 | |
Minority interests | 22.8 | 19.5 | |
Shareholders' equity | |||
Capital stock | 759.4 | 759.4 | |
Accumulated deficits | (393.5) | (413.7) | |
Translation reserve | (124.1) | (140.8) | |
| 241.8 | 204.9 | |
|
| ||
Total liabilities and shareholders' equity | 4,920.7 | 4,748.9 | |
|
|
|
|
13
Consolidated statements of cash flows FRENCH GAAP
Legrand SAS | |||
Period from Jan 01, 2005 to Mar 31, 2005 | Period from Jan 01, 2004 to Mar 31, 2004 | ||
€ in millions | |||
|
|
| |
Net income (loss) | 20.2 | 1.6 | |
Reconciliation of net income to net cash provided from | |||
(used in) operating activities : | |||
- depreciation of tangible assets | 34.8 | 36.4 | |
- amortization of intangible assets | 38.1 | 43.6 | |
- financing charges amortization | 0.6 | 0.0 | |
- changes in long-term deferred taxes | (44.1) | (39.2) | |
- changes in other long-term assets and liabilities | (5.1) | (3.3) | |
- minority interests | 0.4 | 0.3 | |
- equity in earnings of investees | 0.0 | (0.3) | |
- other items having impacted the cash | 20.0 | 18.2 | |
(Gains) losses on fixed asset disposals | 0.8 | (0.1) | |
(Gains) losses on sales of securities | 0.0 | 0.0 | |
Changes in operating assets and liabilities, net of effect | |||
of investments in consolidated entities : | |||
- inventories | (26.7) | (4.9) | |
- accounts receivable | (93.5) | (59.5) | |
- accounts and notes payable | 12.8 | 37.7 | |
- other operating assets and liabilities | 17.1 | 20.4 | |
Net cash (used in) provided from operating activities | (24.6) | 50.9 | |
| |||
Net proceeds from sales of fixed assets | 0.8 | 8.0 | |
Capital expenditures | (20.8) | (23.8) | |
Proceeds from sales of marketable securities | 11.6 | 29.8 | |
Investments in marketable securities | 0.0 | (1.0) | |
Investments in consolidated entities | 0.0 | 0.0 | |
Investments in non-consolidated entities | (68.2) | (0.2) | |
Net cash (used in) provided from investing activities | (76.6) | 12.8 | |
Related to shareholders' equity : | |||
- capital increase | 0.0 | 0.0 | |
- dividends paid by subsidiaries | 0.0 | 0.0 | |
Other financing activities : | |||
- reduction of subordinated securities | (9.5) | (8.9) | |
- new borrowings | 199.6 | 27.7 | |
- repayments of borrowings | (115.5) | (81.7) | |
- debt issuance costs | 0.0 | 0.0 | |
- increase (reduction) of commercial paper | 0.0 | 0.0 | |
- increase (reduction) of bank overdrafts | 29.4 | 1.3 | |
Net cash (used in) provided from financing activities | 104.0 | (61.6) | |
Net effect of currency translation on cash | (4.1) | (2.7) | |
Increase (reduction) of cash and cash equivalents | 6.9 | 4.8 | |
Cash and cash equivalents at the beginning of the period | 68.3 | 67.9 | |
Cash and cash equivalents at the end of the period | 75.2 | 72.7 | |
Interest paid during the period | 34.2 | 42.7 | |
Income taxes paid during the period |
| 0.8 | 2.2 |
14
Accounting policies and details
1)
Basis of presentation and accounting policies
The Group’s consolidated financial statements are prepared in conformity with accounting principles generally accepted in France. They differ from those generally accepted in the United States of America with respect to the presentation of the statement of income, in the computation and presentation of the operating expenses and the application of FAS 133, of FAS 142 and of EITF-93-16.
In the opinion of management, the accompanying consolidated financial statements of the Group contain all adjustments necessary to present fairly, in all material respects, the Group’s consolidated financial position as of March 31, 2005, and the consolidated results of operations and cash flows for the period ended March 31, 2005. All such adjustments are deemed to be of a normal recurring nature. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in Legrand Holding SA’s Annual Report on Form 20-F for the year ended December 31, 2004. The results of operations for the period ended March 31, 2005 are not necessarily indicative of the results to be expected for the full year.
2)
Inventories
Legrand SAS | |||
March 31, 2005 | Dec 31, 2004 | ||
| € in millions | ||
Investments |
| 74.2 | 18.4 |
The main variation of the investments is related to the recent Group’s acquisitions. These acquisitions will be consolidated before the end of 2005.
3)
Long-term borrowings and related party loan
Long-term borrowings are comprised of the following:
Legrand SAS | |||
March 31, 2005 | Dec 31, 2004 | ||
| € in millions | ||
Facility Agreement | 810.2 | 847.5 | |
8 ½% debentures | 298.9 | 285.2 | |
Other long-terme borrowings | 119.1 | 17.4 | |
|
| 1,228.2 | 1,150.1 |
4)
Short-term borrowings
Short-term borrowings are comprised of the following:
Legrand SAS | |||
March 31, 2005 | Dec 31, 2004 | ||
| € in millions | ||
Current portion of long-term debt | 77.7 | 81.0 | |
Current portion of capital leases | 7.7 | 7.3 | |
Bank overdrafts | 109.3 | 80.9 | |
Other short-term borrowings | 70.0 | 63.0 | |
|
| 264.7 | 232.2 |
15
5)
Commitments and contingencies
The Group is involved in a number of legal proceedings and litigations arising in the normal course of business. In the opinion of management, all such matters have been adequately provided for or are without merit, and are of such kind that if disposed of unfavorably, would not have a material adverse effect on the Group's consolidated financial position or results of operations.
6)
Subsequent events
We have no knowledge of any material subsequent events.
7)
Reconciliation French GAAP to US GAAP
The tables below show the US GAAP reconciliations of net income and net equity prepared in accordance with US GAAP.
16
RECONCILIATION OF PROFIT AND LOSS STATEMENT
| Legrand SAS | ||||||
Period from Jan 01, 2005 to Mar 31, 2005 | |||||||
| € in millions | ||||||
French Gaap | Goodwill depreciation | EITF 93-16 | FAS 133 | Reclassification | US Gaap | ||
Net sales | 765.6 | 765.6 | |||||
Operating expenses | |||||||
Cost of goods sold | (394.1) | (394.1) | |||||
Administrative and selling expenses | (202.3) | (202.3) | |||||
Research and development expenses | (64.2) | (64.2) | |||||
Other operating expenses | 4.8 | 9.1 | 13.9 | ||||
Amortization of goodwill | (10.9) | 10.9 | 0.0 | ||||
Operating income (loss) | 98.9 | 10.9 | 0.0 | 0.0 | 9.1 | 118.9 | |
Interest income (expense) | (48.0) | 1.4 | (46.6) | ||||
Profits (losses) from disposal of fixed | (0.6) | 0.0 | (0.6) | (1.2) | |||
Other revenues (expenses) | (0.1) | (6.3) | (8.5) | (14.9) | |||
| |||||||
Income (loss) before taxes, minority interests and equity in earnings of investees | 50.2 | 10.9 | 0.0 | (4.9) | 0.0 | 56.2 | |
Income taxes | (29.6) | (2.2) | 1.2 | (30.6) | |||
| |||||||
Net income (loss) before minority interests and equity in earnings of investees | 20.6 | 10.9 | (2.2) | (3.7) | 0.0 | 25.6 | |
Minority interests | (0.4) | (0.4) | |||||
Equity in earnings of investees | 0.0 | 0.0 | |||||
Net income (loss) |
| 20.2 | 10.9 | (2.2) | (3.7) | 0.0 | 25.2 |
a) Application of FAS 142
In July 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards (FAS) No. 141 and 142. These Statements establish new accounting and reporting standards for goodwill and other non amortized intangible assets and in particular, supersede their amortization by an impairment test.
Pursuant to this statement, the group reversed the amortization expenses of goodwill registered under French GAAP
(€ 10.9 million).
|
| Legrand SAS | |||||
Period from Jan 01, 2005 to Mar 31, 2005 | |||||||
| € in millions | ||||||
French Gaap | Goodwill depreciation | EITF 93-16 | FAS 133 | Reclassification | US Gaap | ||
Amortization of tangible assets | (34.8) | (34.8) | |||||
Amortization of intangible assets |
| (38.1) | 10.9 | (27.2) |
17
b) Application of EITF 93-16
In 2001, the Italian subsidiaries revalued their assets, in compliance with the Italian law n° 342 and the decree n°162 (April 13, 2001), retroactively applicable from January 1st, 2000. According to EITF 93-16, the tax to be paid in case of distribution of the revalued amount has to be provided for.
c) Derivative financial instruments
Legrand entered into three subordinated securities contracts in 1990 and 1992. In addition, these subordinated securities are hedged by three interest rate swaps. Under French GAAP, these instruments are accounted for as hedges of debt. Under US GAAP, these instruments are recorded at fair value with the changes in fair value recorded to profit and loss.
d) Presentation of the statement of income
To comply with US GAAP, “other expenses” such as restructuring ones are classified as non-operating expenses under French Gaap are requested to be included in the operating income under US Gaap.
SUMMARY RECONCILIATION OF NET EQUITY
Legrand SAS | |||
March 31, 2005 | Dec 31, 2004 | ||
| € in millions | € in millions | |
Net equity compliant with French GAAP | 241.8 | 204.9 | |
FAS 142 | 69.5 | 88.8 | |
EITF 93-16 | (21.1) | (18.9) | |
FAS 133 | (35.9) | (63.1) | |
Net equity compliant with US GAAP |
| 254.3 | 211.7 |
18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Legrand Holding S.A. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
LEGRAND HOLDING S.A | ||
Date: May 27, 2005 | By: | //s/ PATRICE SOUDAN |
Name: Patrice Soudan | ||
Title: Chief Financial Officer |