Exhibit 99.1
CRM and Strategic Data
Combined Financial Statements
as of and for the years ended
December 31, 2014, 2013 and 2012.
MAZARS
61, rue Henri Regnault
92400 Courbevoie
S.A au capital de € 8.320.000
Commissaire aux Comptes
Membre de la compagnie
Régionale de Versailles
CEGEDIM
Year ended December 31, 2014, 2013 and 2012
Cegedim’s statutory auditor’s report on CRM and Strategic Data combined financial statements as of and for the years ended December 31, 2014, 2013 and 2012.
To the Chairman of the Board,
Cegedim SA (the “Parent”)
We have audited the accompanying combined financial statements of CRM and Strategic Data activities, which comprise the combined balance sheets as of December 31, 2014, 2013 and 2012, and the related combined statements of income, combined statements of comprehensive income (loss), combined statements of changes in Parent’s net investment and combined statements of cash flows for each of the three years then ended and the related notes to the financial statements.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these combined financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. Accordingly, we express no such opinion.
An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of CRM and Strategic Data activities as of December 31, 2014, 2013 and 2012, and the results of its operations and its cash flows for the three years in the period ended December 31, 2014 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Without qualifying our opinion, we draw your attention to the Note 1 to the combined financial statements which explains the basis of preparation of these financial statements.
Courbevoie / Paris-La Défense,
March 30, 2015
/s/Mazars
Mazars
Jérôme de Pastors
Table of contents
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3
Combined Income Statement
| | | | | | | | | | | | | | | | |
| | | | | Years ended December 31, | |
(In thousands of euros) | | Note | | | 2014 | | | 2013 | | | 2012 | |
Revenue | | | 3 | | | | 445 240 | | | | 443 094 | | | | 474 358 | |
| | | | | | | | | | | | | | | | |
Purchased used | | | | | | | (17 552 | ) | | | (19 196 | ) | | | (19 241 | ) |
External expenses | | | 4/6 | | | | (133 297 | ) | | | (134 739 | ) | | | (146 507 | ) |
Taxes | | | | | | | (4 516 | ) | | | (4 146 | ) | | | (5 133 | ) |
Employee expenses | | | 5/6 | | | | (219 638 | ) | | | (218 542 | ) | | | (236 928 | ) |
Allocations to and reversals of provisions | | | | | | | (2 121 | ) | | | (2 352 | ) | | | (2 942 | ) |
Changes in inventories | | | | | | | (2 | ) | | | (22 | ) | | | (125 | ) |
Other operating income and expense | | | | | | | (684 | ) | | | (430 | ) | | | (826 | ) |
EBITDA | | | | | | | 67 431 | | | | 63 667 | | | | 62 656 | |
| | | | | | | | | | | | | | | | |
Depreciation and amortization expenses | | | 7 | | | | (27 560 | ) | | | (23 862 | ) | | | (25 750 | ) |
Operating income from recurring operations | | | | | | | 39 871 | | | | 39 805 | | | | 36 906 | |
| | | | | | | | | | | | | | | | |
Impairment of goodwill | | | 12 | | | | (218 869 | ) | | | (63 300 | ) | | | (115 000 | ) |
Other non-recurrent income and expenses | | | | | | | (3 482 | ) | | | (5 242 | ) | | | (9 918 | ) |
Non-recurrent income and expenses from operations | | | 8 | | | | (222 351 | ) | | | (68 542 | ) | | | (124 918 | ) |
| | | | | | | | | | | | | | | | |
Operating income | | | | | | | (182 479 | ) | | | (28 736 | ) | | | (88 012 | ) |
| | | | | | | | | | | | | | | | |
Income from cash and cash equivalents | | | | | | | 822 | | | | 1 268 | | | | 1 072 | |
Cost of financial liabilities | | | | | | | (7 042 | ) | | | (12 957 | ) | | | (24 782 | ) |
Other financial income and expenses | | | | | | | (1 704 | ) | | | (1 994 | ) | | | (879 | ) |
Financial income / expense, net | | | 9 | | | | (7 924 | ) | | | (13 683 | ) | | | (24 589 | ) |
| | | | | | | | | | | | | | | | |
Current income tax | | | | | | | (9 416 | ) | | | (10 235 | ) | | | (10 732 | ) |
Deferred tax | | | | | | | (1 724 | ) | | | (1 270 | ) | | | 6 505 | |
Total Income taxes | | | 10 | | | | (11 140 | ) | | | (11 505 | ) | | | (4 228 | ) |
Share of profit of investments accounted for using the equity-method | | | 11 | | | | 71 | | | | 46 | | | | (1 | ) |
| | | | | | | | | | | | | | | | |
PROFIT (LOSS) FOR THE YEAR | | | | | | | (201 472 | ) | | | (53 878 | ) | | | (116 829 | ) |
| | | | | | | | | | | | | | | | |
Profit (Loss) attributable to : | | | | | | | | | | | | | | | | |
-Owners of the Parent | | | | | | | (201 473 | ) | | | (53 880 | ) | | | (116 830 | ) |
-Non-controlling interests | | | | | | | (1 | ) | | | (1 | ) | | | (1 | ) |
4
Combined Statement of Comprehensive Income
| | | | | | | | | | | | |
| | Years ended December 31, | |
(In thousands of euros) | | 2014 | | | 2013 | | | 2012 | |
Profit (loss) for the year | | | (201 472 | ) | | | (53 878 | ) | | | (116 829 | ) |
Other comprehensive income for the year | | | | | | | | | | | | |
Items that will not be reclassified to profit or loss : | | | | | | | | | | | | |
-Actuarial differences relating to provisions for pensions | | | 124 | | | | 949 | | | | (1 397 | ) |
Items that will be reclassified to profit or loss : | | | | | | | | | | | | |
-Currency translation differences | | | 54 416 | | | | (15 629 | ) | | | (3 877 | ) |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR | | | (146 932 | ) | | | (68 558 | ) | | | (122 103 | ) |
| | | | | | | | | | | | |
Profit (Loss) attributable to : | | | | | | | | | | | | |
-Non-controlling interests | | | (1 | ) | | | (1 | ) | | | (1 | ) |
-Owners of the Parent | | | (146 931 | ) | | | (68 557 | ) | | | (122 102 | ) |
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Combined Balance Sheet
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | January 1, | |
(In thousands of euros) | | Note | | | 2014 | | | 2013 | | | 2012 | | | 2012 | |
GOODWILL | | | 12 | | | | 201 791 | | | | 358 700 | | | | 444 409 | | | | 568 440 | |
| | | | | | | | | | | | | | | | | | | | |
INTANGIBLE ASSETS | | | 13 | | | | 133 997 | | | | 128 389 | | | | 118 006 | | | | 105 373 | |
| | | | | | | | | | | | | | | | | | | | |
TANGIBLE ASSETS | | | 14 | | | | 9 734 | | | | 14 299 | | | | 19 012 | | | | 21 191 | |
| | | | | | | | | | | | | | | | | | | | |
LONG-TERM FINANCIAL ASSETS | | | 15 | | | | 46 321 | | | | 63 514 | | | | 47 383 | | | | 64 925 | |
| | | | | | | | | | | | | | | | | | | | |
Investments accounted using the equity method | | | 11 | | | | 129 | | | | 96 | | | | 49 | | | | 0 | |
Deferred tax assets | | | 16 | | | | 37 354 | | | | 38 879 | | | | 40 779 | | | | 32 356 | |
Other receivables | | | 19 | | | | 390 | | | | 814 | | | | 646 | | | | 571 | |
NON-CURRENT ASSETS | | | | | | | 37 873 | | | | 39 789 | | | | 41 475 | | | | 32 927 | |
| | | | | | | | | | | | | | | | | | | | |
Inventories | | | 17 | | | | 1 144 | | | | 1 147 | | | | 1 462 | | | | 1 615 | |
Advances and deposits received on orders | | | | | | | 235 | | | | 134 | | | | 543 | | | | 230 | |
Trade receivables | | | 18 | | | | 129 187 | | | | 120 853 | | | | 126 465 | | | | 135 272 | |
Other receivables | | | 19 | | | | 12 390 | | | | 10 463 | | | | 11 092 | | | | 9 642 | |
Cash equivalents | | | 20 | | | | 2 350 | | | | 1 173 | | | | 450 | | | | 9 623 | |
Cash | | | 20 | | | | 103 051 | | | | 70 123 | | | | 46 319 | | | | 48 725 | |
Prepaid expenses | | | | | | | 6 238 | | | | 8 149 | | | | 8 402 | | | | 11 314 | |
CURRENT ASSETS | | | | | | | 254 595 | | | | 212 043 | | | | 194 734 | | | | 216 419 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL ASSETS | | | | | | | 684 312 | | | | 816 734 | | | | 865 019 | | | | 1 009 275 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
| | | | | | | | | | | | | | January 1, | |
(In thousands of euros) | | Note | | | 2014 | | | 2013 | | | 2012 | | | 2012 | |
Parent’s net investment | | | | | | | 274 672 | | | | 365 628 | | | | 280 858 | | | | 401 299 | |
Other Comprehensive income (loss) | | | | | | | 58 639 | | | | 4 100 | | | | 18 780 | | | | 24 054 | |
Total parent’s net investment attributable to the combined group (except non-controlling interest) | | | | | | | 333 312 | | | | 369 728 | | | | 299 638 | | | | 425 353 | |
| | | | | | | | | | | | | | | | | | | | |
Non-controlling interest | | | | | | | 4 | | | | 104 | | | | 104 | | | | 103 | |
TOTAL PARENT’S NET INVESTMENT ATTRIBUTABLE TOTHE COMBINED GROUP | | | | | | | 333 316 | | | | 369 832 | | | | 299 742 | | | | 425 456 | |
| | | | | | | | | | | | | | | | | | | | |
Borrowings | | | 22 | | | | — | | | | 193 640 | | | | 220 000 | | | | 220 000 | |
Other financial liabilities | | | | | | | 826 | | | | 844 | | | | 1 037 | | | | 963 | |
Deferred tax liabilities | | | 16 | | | | 7 810 | | | | 7 275 | | | | 7 302 | | | | 7 470 | |
Provisions | | | 24 | | | | 14 966 | | | | 10 278 | | | | 13 592 | | | | 13 384 | |
Other liabilities | | | 26 | | | | 1 458 | | | | 2 302 | | | | 3 103 | | | | 3 188 | |
NON-CURRENT LIABILITIES | | | | | | | 25 059 | | | | 214 339 | | | | 245 034 | | | | 245 005 | |
| | | | | | | | | | | | | | | | | | | | |
Borrowings | | | 22 | | | | 160 435 | | | | 89 891 | | | | 194 725 | | | | 193 151 | |
Other financial liabilities | | | | | | | 242 | | | | 241 | | | | 357 | | | | 308 | |
Trade payables and other payables | | | 27 | | | | 30 616 | | | | 36 592 | | | | 36 972 | | | | 36 768 | |
Tax and social security liabilities | | | | | | | 59 409 | | | | 55 632 | | | | 57 243 | | | | 59 713 | |
Provisions | | | 24 | | | | 1 704 | | | | 3 419 | | | | 3 591 | | | | 3 959 | |
Other liabilities | | | 26 | | | | 73 530 | | | | 46 789 | | | | 27 355 | | | | 44 914 | |
CURRENT LIABILITIES | | | | | | | 325 937 | | | | 232 563 | | | | 320 243 | | | | 338 814 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL LIABILITIES | | | | | | | 684 312 | | | | 816 734 | | | | 865 019 | | | | 1 009 275 | |
| | | | | | | | | | | | | | | | | | | | |
6
Combined Statement of change in Parent’s Net Investment
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Parent’s net investment | | | Actuarial differences relating to provisions for pensions | | | Currency translation differences | | | Total other comprehensive income | | | Total Parent’s net investment | | | Non-controlling interest | | | Total Parent’s net investment attributable to the combined group | |
Balance as of January 1, 2012 | | | | | | | 401 299 | | | | | | | | 24 054 | | | | 24 054 | | | | 425 353 | | | | 103 | | | | 425 456 | |
Profit / (loss) for the year | | | | | | | (116 829 | ) | | | | | | | | | | | | | | | (116 829 | ) | | | 1 | | | | (116 828 | ) |
Other comprehensive income for the year | | | | | | | | | | | (1 397 | ) | | | (3 877 | ) | | | (5 274 | ) | | | (5 274 | ) | | | | | | | (5 274 | ) |
Total comprehensive income for the year | | | | | | | (116 829 | ) | | | (1 397 | ) | | | (3 877 | ) | | | (5 274 | ) | | | (122 103 | ) | | | 1 | | | | (122 102 | ) |
Free shares award plan | | | | | | | 292 | | | | | | | | | | | | | | | | 292 | | | | | | | | 292 | |
Capital transactions | | | | | | | 759 | | | | | | | | | | | | | | | | 759 | | | | | | | | 759 | |
Dividends distribution | | | | | | | (4 724 | ) | | | | | | | | | | | | | | | (4 724 | ) | | | | | | | (4 724 | ) |
Contribution from Parent | | | | | | | 61 | | | | | | | | | | | | | | | | 61 | | | | | | | | 61 | |
Balance as of December 31, 2012 | | | | | | | 280 858 | | | | (1 397 | ) | | | 20 178 | | | | 18 780 | | | | 299 638 | | | | 104 | | | | 299 742 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit / (loss) for the year | | | | | | | (53 879 | ) | | | | | | | | | | | | | | | (53 879 | ) | | | 1 | | | | (53 878 | ) |
Other comprehensive income for the year | | | | | | | | | | | 949 | | | | (15 629 | ) | | | (14 680 | ) | | | (14 680 | ) | | | | | | | (14 680 | ) |
Total comprehensive income for the year | | | | | | | (53 879 | ) | | | 949 | | | | (15 629 | ) | | | (14 680 | ) | | | (68 559 | ) | | | 1 | | | | (68 558 | ) |
Free shares award plan | | | | | | | (122 | ) | | | | | | | | | | | | | | | (122 | ) | | | | | | | (122 | ) |
Capital transactions | | | (1 | ) | | | 130 870 | | | | | | | | | | | | | | | | 130 870 | | | | | | | | 130 870 | |
Dividends distribution | | | | | | | (616 | ) | | | | | | | | | | | | | | | (616 | ) | | | | | | | (616 | ) |
Contribution from Parent | | | | | | | 8 517 | | | | — | | | | | | | | | | | | 8 517 | | | | (1 | ) | | | 8 516 | |
Balance as of December 31, 2013 | | | | | | | 365 628 | | | | (448 | ) | | | 4 548 | | | | 4 100 | | | | 369 728 | | | | 104 | | | | 369 832 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit / (loss) for the year | | | | | | | (201 472 | ) | | | | | | | | | | | | | | | (201 472 | ) | | | 1 | | | | (201 471 | ) |
Other comprehensive income for the year | | | | | | | | | | | 124 | | | | 54 416 | | | | 54 539 | | | | 54 539 | | | | | | | | 54 539 | |
Total comprehensive income for the year | | | | | | | (201 472 | ) | | | 124 | | | | 54 416 | | | | 54 539 | | | | (146 933 | ) | | | 1 | | | | (146 932 | ) |
Free shares award plan | | | | | | | (522 | ) | | | | | | | | | | | | | | | (522 | ) | | | | | | | (522 | ) |
Capital transactions | | | (2 | ) | | | 66 933 | | | | | | | | | | | | | | | | 66 933 | | | | | | | | 66 933 | |
Dividends distribution | | | | | | | (9 530 | ) | | | | | | | | | | | | | | | (9 530 | ) | | | | | | | (9 530 | ) |
Contribution from Parent | | | | | | | 53 636 | | | | | | | | | | | | | | | | 53 636 | | | | (101 | ) | | | 53 535 | |
Balance as of December 31, 2014 | | | | | | | 274 672 | | | | (325 | ) | | | 58 964 | | | | 58 639 | | | | 333 312 | | | | 4 | | | | 333 316 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | The capital transactions for €130m relate to capital increases granted by the Parent in favor of Group companies (its US affiliates, and the French CDS and CSD entities). |
(2) | The capital transactions for €67m relate to capital increases and decreases granted by the Parent in favor of Group companies (its US affiliates, and the French CDS and CSD entities). |
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Combined Statement of Cash Flows
| | | | | | | | | | | | |
| | Years ended December 31, | |
(In thousands of euros) | | 2014 | | | 2013 | | | 2012 | |
PROFIT (LOSS) FOR THE YEAR | | | (201 472 | ) | | | (53 879 | ) | | | (116 829 | ) |
Adjustment for : | | | | | | | | | | | | |
-Share of profit of investments accounted for using the equity-method | | | (71 | ) | | | (46 | ) | | | | |
-Depreciation, amortization and provisions (1) | | | 245 459 | | | | 85 317 | | | | 139 211 | |
-Capital gains or losses on disposals | | | 525 | | | | 178 | | | | 43 | |
Financial income / expense, net | | | 7 924 | | | | 13 683 | | | | 24 589 | |
Income tax expense | | | 11 140 | | | | 11 505 | | | | 4 228 | |
Income Tax paid | | | (7 352 | ) | | | (9 704 | ) | | | (14 498 | ) |
Change in working capital requirements for operations : surplus /requirement | | | (6 535 | ) | | | 4 023 | | | | 3 454 | |
Change in working capital requirements for operations : OPUS (2) | | | 20 813 | | | | 18 823 | | | | (1 878 | ) |
Net cash generated from operating activities (A) | | | 70 431 | | | | 69 898 | | | | 38 321 | |
| | | | | | | | | | | | |
Purchases of intangible assets | | | (26 930 | ) | | | (27 616 | ) | | | (30 114 | ) |
Purchases of tangible assets | | | (3 935 | ) | | | (3 913 | ) | | | (5 675 | ) |
Purchases of long-term investments | | | 0 | | | | 0 | | | | (1 202 | ) |
Proceeds from sale of tangible and intangible assets | | | 1 167 | | | | 304 | | | | 198 | |
Proceeds from sale of long-term investments | | | 917 | | | | 147 | | | | 0 | |
Acquisition of subsidiary, net of cash acquired | | | 0 | | | | (26 | ) | | | (249 | ) |
Dividends received from investments accounted for using the equity-method | | | 38 | | | | 0 | | | | 0 | |
Net cash used in investing activities (B) | | | (28 743 | ) | | | (31 104 | ) | | | (37 042 | ) |
| | | | | | | | | | | | |
Dividends paid to non-controlling interest | | | (9 533 | ) | | | (616 | ) | | | (4 724 | ) |
Capital transaction | | | 66 933 | | | | 130 870 | | | | 759 | |
Parent’s investment | | | 56 856 | | | | 8 087 | | | | (12 305 | ) |
Issuance and Repayment of other borrowings (current account)(3) | | | (121 567 | ) | | | (137 252 | ) | | | 28 724 | |
Interests paid on other borrowings | | | (6 983 | ) | | | (12 688 | ) | | | (24 606 | ) |
Other financial income and expense paid or received | | | (1 267 | ) | | | (995 | ) | | | 17 | |
Net cash used in financing activities (C ) | | | (15 561 | ) | | | (12 594 | ) | | | (12 134 | ) |
| | | | | | | | | | | | |
Net (decrease)/increase in cash and cash equivalents excluding currency effect (A+B+C) | | | 26 127 | | | | 26 200 | | | | (10 855 | ) |
| | | | | | | | | | | | |
Exchange gains/(losses) on cash and cash equivalents | | | 7 789 | | | | (1 673 | ) | | | (724 | ) |
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS | | | 33 916 | | | | 24 527 | | | | (11 579 | ) |
| | | | | | | | | | | | |
Cash and cash equivalents at beginning of year | | | 71 296 | | | | 46 769 | | | | 58 348 | |
Cash and cash equivalents at end of year | | | 105 212 | | | | 71 296 | | | | 46 769 | |
(1) | including impairment of goodwill on acquisition in the of €115m as at 12/31/2012, €63.3m as at 12/31/2013 and €218 869 as at 12/31/2014. |
(2) | Opus is a co-pay card service for patients, pre-funded by the pharmaceutical companies |
(3) | current account with Parent company |
Note 1 – Basis of preparation
General
Cegedim SA (“Cegedim Group” or “the Parent”) is a publicly listed Company on Euronext Paris Exchange and is a global technology and services company specializing in the healthcare field. On 17 October 2014, Cegedim SA and IMS Health Holding, Inc, a company listed on the New York Stock Exchange, entered into a definitive agreement regarding the sale of the CRM and Strategic Data (“the Group”) division of Cegedim Group.
8
In order to provide insight into the historical performance and financial position of the Group, these Combined Financial Statements have been prepared as of and for the years ended December 31, 2014, 2013 and 2012.
Business
The Group supports the marketing and service operations of pharmaceutical, biotech, other healthcare companies and other businesses by providing them with various services relying on the Group’s software, databases and analysis.
The range of products and services includes (i) databases containing information on medical practitioners and prescribers, including Cegedim OneKey database, (ii) sales and marketing management systems, including the Cegedim CRM software suite, (iii) strategic marketing and medical research, (iv) software and analytical systems for assessing the effectiveness of advertising and promotional activity and (v) business intelligence service and (vi) compliance services which allow pharmaceutical, biotech and other healthcare companies to better communicate the correct usage of drugs and help them ensure that their marketing activities comply with applicable laws and regulations.
Adoption of IFRS
These Combined Financial Statements have been prepared in conformity with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.
The Group has applied IFRS 1,First-Time Adoption of International Financial Reporting Standards(“IFRS 1”) in its adoption of IFRS. The Transition Date for the Group was 1 January 2012. The Group has applied IFRS standards effective for the period ended 31 December 2013 to all years presented in these Combined Financial Statements, as if these standards had always been in effect (subject to the mandatory and optional IFRS 1 exemptions discussed below). Prior to the Group’s first-time adoption of IFRS, it reported financial information to Cegedim group for its preparation of consolidated financial statements in accordance with IFRS.
The Group has applied certain optional exemptions and certain mandatory exceptions as applicable for first-time IFRS adopters. Estimates made by the Group in preparing its first IFRS financial statements reflect the facts and circumstances at the time such estimates were made. Accordingly, the estimates made by the Group to prepare these Combined Financial Statements are consistent with those made in the historical reporting of financial information to the Parent.
Since the Group has not previously prepared financial statements, these Combined Financial Statements do not include IFRS 1 first-time adoption reconciliations.
Basis of combination
The list of legal entities and business units included within these Combined Financial Statements, which together form the Group business are listed in Note 31. These entities were historically managed as a single operating segment within Cegedim Group. However, as these entities did not form a legal group, these financial statements are prepared on a combined basis.
These Combined Financial Statements have been prepared from the consolidated accounting records of Cegedim Group and reflect the historical bases of Cegedim Group in the assets, liabilities and results of operations of the Group.
These Combined Financial Statements include all the assets, liabilities, revenue and expenses specifically attributable to the Group business division, as well as allocations of shared corporate and IT support costs.
9
All intercompany accounts and transactions between the combined entities have been eliminated on combination. All transactions and balances with the Parent entity or the Parent’s group are reflected as related party transactions and balances.
Parent’s Net Investment is shown in lieu of ‘Shareholders’ equity’ in these Combined Financial Statements and represents the sum of accumulated capital invested by Cegedim Group, accumulated earnings of the Group operations and theoretical equity generated by the carve-out operations.
The following assumption applied to shares investments in affiliates which do not belong to the sold perimeter, although they are still owned by the Group as of the date of the combined financial statements: these shares investments were neutralized against the Parent’s net investment caption.
The Parent’s net investment caption thus includes:
| • | | Elimination of the cash resulting from the presale legal reorganizations undertaken by the Parent, in order to transfer out of the Group such affiliates which do not belong to the sold perimeter (59 M€ in 2014); |
| • | | Dividends received from affiliates which do not belong to the sold perimeter (3 M€ in 2012, 4 M€ in 2013 and 2014). |
The Group has historically operated as part of Cegedim group and not as a separate stand-alone entity. Accordingly, these Combined Financial Statements do not necessarily reflect what its combined results of operations, financial position and cash flows would have been had the Group operated as a stand-alone entity apart from Cegedim Group for the periods presented, and may also not be indicative of the Group’s future performance.
Costs allocations
These Combined Financial Statements reflect allocations of shared corporate and IT support costs as follows:
| • | | The Group benefits from certain corporate support services provided by the Parent, including general management, finance, legal, human resources and marketing support. The cost of these centralized functions is allocated to the Group, using relevant allocation keys such as headcount or revenue, as appropriate. Corporate cost allocations are reflected in related party expenses in these Combined Financial Statements, as described in Note 29. |
| • | | The central IT function of Cegedim Group, which includes data center and other IT shared services, primarily supports the Group business and, to a lesser extent, other businesses of Cegedim Group. These Combined Financial Statements include all assets and expenses related to the Cegedim central IT function. Costs allocated to other Cegedim businesses are reflected as related party revenue (see Note 29). IT costs are invoiced directly on an on-demand basis or allocated according to actual consumption. |
Management believes that the assumptions and allocation methodologies are reasonable; however, they may not be indicative of the actual expenses that would have been incurred had the Group been operating as a separate entity apart from Cegedim Group.
Goodwill
These combined financial statements reflect the goodwill attributable to the Group business, based on the amount historically recorded at Cegedim Group consolidated level, and as adjusted for impairment tests performed at the level of the Group’s Cash Generating Units, as defined in Notes 2 and 12.
Share-based payments
A number of the Group employees have historically benefited from share-based payments awards granted by the Parent. These awards have been reflected as equity settled share-based payment transactions in these Combined Financial Statements, in accordance with the IFRS 2 rules applicable to Group plans.
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Financing
These Combined Financial Statements reflect the cash and debt balances and related interest income and expense historically recorded by the Group legal entities. It includes intercompany debt with the Parent and its other subsidiaries. In France, the Group operation has not been managed as a separate legal entity (for such portion of the business operated within Cegedim SA) and, consequently, does not have its own cash and debt balance relating to Cegedim SA. Accordingly all operating cash flows (net of capital expenditures) generated by Cegedim SA for the Group business are deemed to be distributed to (or financed by) the Parent.
Pensions
These Combined Financial Statements include expense and liabilities attributable to defined benefit plans related to the Group employees.
Taxation
In certain jurisdictions, the Group’s operations were included in the same taxable entity as other Parent operations. For the purposes of these Combined Financial Statements, income taxes are presented as if the Group had filed separate tax returns (i.e., separately from the Parent’s operations) in the material jurisdictions in which it operates. Current income taxes are assumed to be settled with the Parent, through Parent’s net investment.
Note 2 – Summary of significant accounting policies
The principal accounting policies applied in the preparation of these Combined Financial Statements are set out below. These policies have been applied consistently to all years presented, unless otherwise stated. They are consistent with the accounting principles of the Cegedim Group.
General principle
These Combined Financial Statements are prepared according to the historical cost principle; except for financial instruments recorded at their fair value.
Combination methods
Subsidiaries (or equity investments) are included in the combination scope on the date on which control (or significant influence) is effectively transferred to the Group, while subsidiaries (or equity investments) sold are excluded from the combination scope on the date on which control (or significant influence) is lost.
Subsidiaries over which the Group exercises exclusive control are combined using the full combination method, even if the percentage held is less than 50%. Exclusive control is assumed to exist if the parent company directly or indirectly holds the power to dictate the financial and operational policies of a company so as to benefit from its activities.
| • | | The full combination method used is the method by which the assets, liabilities, income and expenses are fully combined. The share in net assets and net earnings attributable to the minority shareholders is presented separately as minority interests in the combined balance sheet and the combined income statement. |
| • | | Equity investments over which the Group exercises significant influence are consolidated using the equity method. Significant influence is presumed if the Group holds a percentage of voting rights greater than or equal to 20%. According to this method, the Group records the “share of the profit (loss) of investments accounted for using the equity method” on a specific line of the combined income statement. |
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Foreign currency transactions and translations
Transactions in foreign currencies
The functional currency of each Group entity is the currency of the primary economic environment in which the entity operates. Foreign currency transactions are converted into the functional currency using the rate at the date of the transaction. Foreign exchange gains or losses resulting from the settlement of such transactions and from the translation at year-end rates of monetary assets and liabilities denominated in foreign currencies are recognized in the Combined Income Statement.
Translation to presentation currency
These Combined Financial Statements are presented in euros, which is the Group’s presentation currency. The results and financial position of Group entities that have a functional currency different from the presentation currency are converted into the presentation currency using:
| • | | the official closing rate for assets and liabilities; |
| • | | the average monthly rate for items of the income statement and the cash flow statement; |
| • | | the historical rate for Parent’s net investment. |
All resulting exchange differences are recognized as currency translation adjustments within the Other Comprehensive Income.
Business combinations and goodwill
Business combinations are accounted for using the acquisition method in accordance with the provisions of standard IFRS 3 – Business combinations.
The assets, liabilities and contingent liabilities of the identified entity acquired are accounted for at their fair value.
The difference between the acquisition price and the Group’s interest in the net fair value of assets, liabilities and contingent liabilities of the acquired entity at the acquisition date is recorded as goodwill. In general, the acquisitions made by the Group correspond to acquisitions of market shares leading to limited allocations of acquisition goodwill. If the acquisition price is less than the fair value of the identified assets, liabilities and contingent liabilities acquired, the difference is immediately recognized as “badwill” in the income statement.
Goodwill on acquisition is recorded in the functional currency of the entity acquired. Standard IAS 21 (§ 47) requires that goodwill on acquisition in foreign currencies be recognized at the closing rate on each accounting closing date and not at the historical cost.
Goodwill on acquisition is not depreciated and is subject, in accordance with revised standard IAS 36, to impairment testing when an impairment indicator is identified and at least once a year (see § “Impairment of Assets”). If necessary, impairments are recorded as “Other non-recurring income and expenses from operations.”
If the current value of goodwill is less than the net book value, the difference in value is recorded on the income statement.
The current value is estimated based on the present and future profitability of the business concerned.
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Intangible assets (IAS 38)
Intangible assets acquired separately or in connection with a business combination
The intangible assets acquired separately (primarily software) are recorded initially at their historical cost.
They are recognized when (1) it is probable that future economic benefits attributable to them will go to the Group and (2) their cost can be measured reliably.
Intangible assets acquired in connection with business combinations are recorded at their fair value at the acquisition date.
Intangible assets with a defined useful life are assessed and recognized according to the cost model. The depreciable base is amortized over its useful life. They may be depreciated in the event of a loss of value (cf § depreciations of assets).
The useful lives of the intangible assets are revised periodically. If necessary, resulting changes are recognized.
With the exception of goodwill, intangible assets are amortized using the straight-line method over their useful life (excluding those with an indefinite life span). The value of depreciated intangible assets is tested if an impairment indicator is identified. If necessary, impairments are recorded as “Other non-recurring income and expenses from operations.”
Research and development / internally developed software
Research expenses are recorded as expenses when incurred.
Development costs for new internal projects are capitalized if the following criteria are fully satisfied in accordance with IAS 38:
| • | | The project is clearly identified and the related costs are separable and tracked reliably; |
| • | | The technical feasibility of the project has been demonstrated, and the Group has the intention and the financial capacity to complete the project and use or sell the products resulting from the project; |
| • | | It is probable that the project will generate future economic benefits that will flow to the Group. |
Otherwise, the development costs are recorded as expenses when incurred.
Once in use, an asset whose development is complete is removed from the development costs item and recognized under the corresponding asset item (generally software).
Depreciation starts when the fixed asset is available for use and is calculated over its foreseeable useful life.
| | | | |
Project type | | Useful life | |
Structuring projects | | | 15-20 years | |
Strategic projects | | | 8-10 years | |
Current developments | | | 5 years | |
Targeted projects | | | 2-4 years | |
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Tangible assets
Tangible assets consist primarily of computer hardware and production equipment and are recorded at their purchase cost less accumulated depreciation and impairment losses.
The useful lives of the fixed assets are revised periodically. If necessary, resulting changes are recognized.
Depreciation is calculated based on the economic service life; the depreciable basis used being the purchase cost less any estimated residual value.
The following depreciation terms are used:
| | | | |
Description | | Useful life | |
IT equipment | | | | |
Computer | | | 3-4 years | |
Hardware | | | 5-15 years | |
Industrial equipment | | | | |
Printing equipment | | | 8-10 years | |
Industrial equipment and machinery | | | 5-8 years | |
Fixtures and fittings | | | 8-15 years | |
Vehicules | | | 4 years | |
Office equipment | | | 4 years | |
Furnitures | | | 8 years | |
Additionally, IAS 16 prescribes the separate component approach for assets that can be broken down into elements that each have different uses or offer economic benefits at a different rate. However, the Group does not own any asset of such kind.
Tangible assets are amortized using the straight-line method over their useful life. Tangible assets are subject to impairment testing if an impairment indicator is identified. If necessary, additional impairment is recorded in the income statement as “Other non-recurring income and expenses from operations.”
Impairment of intangible assets (IAS36)
The Group evaluates the recoverability of its long-term assets as follows:
| • | | Amortized Intangible Assets (software, databases). |
Although these intangible assets are amortized, they are individually monitored. This monitoring is based on indices intended to detect a possible loss of value, namely the productivity of the asset or business opportunities. In the presence of a loss of value, the Group carries out an impairment test that may result in the recognition of additional impairment;
| • | | Unamortized Intangible Assets (trademarks, goodwill). |
Once a year, the Group performs impairment tests to assess the possible loss of value for these assets. Impairment tests are performed on the Cash Generating Units (CGUs) to which these assets may be allocated. The recoverable amount of a CGU is the higher of its fair value (less costs of disposal) and its value in use.
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A loss in value is recognized if the recoverable amount of an asset or of a CGU is less than its book value.
If the CGU tested includes goodwill, the impairment is first allocated to this goodwill. Impairment is recognized under “Other non-recurring income and expenses from operations” and is clearly explained in the notes to the combined financial statements.
Sensitivity tests are conducted on various parameters, namely by varying the assumptions used for the discount rate, the perpetuity growth rate, and EBIT and Free Cash Flow growth.
Cash Generating Units (CGU)
The CGU is the smallest identifiable group of assets that generates cash flows which are largely independent of the cash inflows generated by other assets or groups of assets. CGUs generally correspond to a set of entities contributing to the same sector of activity (type of services) and using the same tools. The Group was split across three geographic CGUs until mid-2013, which have then ceased to be relevant. Since then the Group has been trading as a single CGU, and as such is not further divided into smaller groups of assets.
Value in use
Value in use of a CGU is determined using the Discounted Cash Flow (DCF) method.
The methodology for constructing the business plans aims to make forecasts over five years, consistent with the assumptions used by the Group’s different operating managers in their strategic plans. These business plans are reviewed by the audit committee and the Board of Directors.
The cash flows expected beyond the five-year business plan are captured in a terminal value determined by a margin projected from the average observed rate in the five-year forecast.
Discount rate
The Group uses a single rate for all CGUs. The skills center and databases used to support all of these Group services are centralized and the distribution is local. In addition, the Group’s customers in its core business are worldwide groups with whom contracts are more and more concluded on a worldwide basis.
According to paragraphs 55 and 56 of the IAS 36 standard, the discount rate used by the Group corresponds to a pre-tax rate based on an average weighted cost of capital for the industry where the Group belongs.
The calculations mainly refer to comparable stock samples and benchmark indexes to determine the Group’s own risk premium andbeta coefficient. It is updated as required according to market conditions and at least once a year.
Perpetuity growth rate
The perpetuity growth rate chosen is based on economic data that is weighted so as to reflect the specificities of the Group.
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Deferred taxes (IAS 12)
Deferred taxes are calculated using the variable tax rate method for all temporal differences between the book value entered in the combined financial statements and the tax basis of the Group’s assets and liabilities. Deferred tax assets and liabilities are valued at the tax rate expected to be applied for the fiscal year during which the asset will be realized or the liability paid, based on the tax rates approved on the closing date.
Deferred tax assets on deductible temporal differences and on unused tax losses carried forward are recognized to the extent that it is likely that future taxable profits will be offset by as yet unused tax losses.
Deferred tax assets and liabilities are not discounted. They are offset when (1) the entity has a legally enforceable right to offset tax assets and liabilities, (2) they relate to income taxes levied by the same taxation authority on the same taxable entity.
Inventories of goods and services in progress (IAS 2)
Inventories of goods – They are valued using the weighted average cost method. The gross value of goods and supplies includes the purchase price and ancillary expenses. They are stated at the lower of cost or net realizable value. Cost is determined by the weighted average cost method and includes the impact of rebates, discounts and other cash consideration received from a vendor related to inventory purchases. Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.
Services in progress – The inventory value consists solely of the direct costs recorded on contracts being performed. An impairment is recorded when future billings for work in progress will not cover the corresponding direct costs.
Accounts receivable and other operating receivables
Accounts receivable
Accounts receivable are initially valued at fair value then at amortized cost and are individually monitored. An impairment is established when the inventory value is less than the recorded value based on the probability of recovery.
Other receivables
Receivables are accounted for at their discounted amount if they are payable in more than one year and if the effects of discounting are significant.
Cash and cash equivalents
Cash and cash equivalents comprise cash at banks, highly liquid investments with original maturities of three months or less and investments in money market funds that are readily convertible to known amounts of cash and are subject to insignificant risk of changes in value.
Cash equivalents are valued at their market value on the closing date. Differences in value are recorded as financial earnings.
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Provisions and contingent liabilities (IAS 37)
A provision is recorded if the Group has an obligation resulting from past events, whose settlement should correspond to an outflow with an economic benefit and whose amount can be reasonably measured. The provision is maintained as long as the due date and the amount of the outflow of resources have not been precisely determined.
Provisions are estimated on a case by case basis or based on statistics when they include a lot of items. They are discounted when they are due in more than one year. The Group’s main commitments (excluding retirement compensation) are intended to cover employee, client and supplier litigation.
Retirement benefits (IAS 19)
Defined-contribution plans – Defined-contribution plans are post-employment benefit plans under which an entity makes fixed contributions to a separate entity (a pension fund) and shall have no legal or constructive obligation to pay additional contributions if the fund has insufficient assets to provide all the benefits corresponding to the services rendered by employees during current and prior periods. These contributions are recorded as expenses for the period in which they are due with no liability recognized in the balance sheet.
Defined-benefit plans– The defined-benefit plans designate post-employment benefits other than defined-contribution plans.
They primarily involve retirement obligations. If these obligations are assumed directly by the Group’s companies, the corresponding actuarial liabilities are covered by a provision in the balance sheet.
Since 2011, the Group has applied the IAS 19 standard, as amended, allowing the recognition directly in equity of actuarial gains and losses arising from changes in the assumptions in the calculation of such liabilities.
Actuarial liabilities are calculated using the projected credit units method and are based on valuations specific to each country and to each company of the Group; these valuations include assumptions concerning wage increases, inflation, life expectancy and employee turnover. The discount rate applied to retirement obligations is determined using the closing benchmark market rate based on first-class bonds. In countries where this type of market is not active, the Group uses the closing rate of government bonds.
Additionally, the impact of changes to the collective bargaining agreements on the valuation of the provision for retirement is spread over the residual length of the employees’ working life.
Finally, if this obligation is partially or completely covered by funds paid by the companies of the Group to financial agencies, the amounts of these dedicated investments are deducted from the liability on the balance sheet.
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Revenue recognition (IAS 18)
The Group’s revenues consist primarily of various types of services, software sales and, to a lesser extent, hardware sales.
Service revenue
The main categories of services and the methods of revenue recognition are as follows:
| • | | Access to the Group’s databases is generally realized by subscription with periodic billing (monthly or yearly); sales revenues are then recorded on a prorated basis according to elapsed time; |
| • | | Standard and specific studies supplied by the Group are recorded when they are delivered to clients; |
| • | | Data processing performed for clients is recorded when the service is provided; |
| • | | Support services (assistance, maintenance, etc.) are covered by a contract (generally annual) calculated on a lump sum basis in relation to the costs and resources committed by the Group to provide these services. Income from these contracts is recorded on a prorated basis over the duration of the contract and results, in this case, in the recognition of deferred income. |
Software and hardware sales
These sales are recorded upon delivery, concurrent with installation at the professional’s site. Any discounts and rebates are recorded as a subtraction from sales.
Sales issued from new software licenses with unlimited or limited length are accounted (under the condition that the Group does not have any other obligations) when there is an agreement with the client, if the delivery and acceptance are completed, if the amount of sales and the related costs can be measured properly, and if the financial advantages connected to the transaction will go back to the Group.
If one of these standards is not completed, sales connected to software license are postponed until all of these standards are completed.
Cash flow statement (IAS 7)
In accordance with the option offered by the IAS 7 “Statement of cash flows” standard, the consolidated cash flow statement is prepared by using the indirect method. This shows the reconciliation of the net profit (loss) for the period with the net cash generated by the transactions in the fiscal year. The opening and closing cash positions include cash and cash equivalents which are made up of investment instruments less overdrafts and outstanding bank loans.
As earlier explained in the Basis for preparation, the cash relating to the portion of the Group business operated within the entity Cegedim SA is neither included in the combined financial statements, nor in the cash flow statement.
New standards, interpretations and amendments applicable as from January 1, 2014
The following standards are applicable as from January 1, 2014 :
| • | | amendment to IAS 28 “Investments in Associates and Joint Ventures.” IAS 28 has been amended to conform with changes made following the publication of IFRS 10 “Consolidated Financial Statements”, IFRS 11 “Joint Arrangements” and IFRS 12 “Disclosure of Interests in Other Entities”; |
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| • | | amendment to IAS 32 “Presentation : Netting of Financial Assets and Financial Liabilities” clarifies the meaning of “currently has a legal enforceable right to set-off the recognised amounts”, and states that some comprehensive netting systems can be considered equivalent to settlement on the basis of the net amount. This amendment was adopted by the European Union on December 29, 2012, and must be applied retrospectively for fiscal years beginning on or after January 1, 2014 ; |
| • | | amendments to IAS 36 “Impairment of Assets – Recoverable Amount Disclosures for Non-Financial Assets”. These amendments were adopted by the European Union on December 19, 2013, and must be applied retrospectively for annual periods beginning on or after January 1, 2014 ; |
| • | | amendments to IAS 39 and IFRS 9 : “Novation of Derivatives and Continuation of Hedge Accounting”. These amendments were adopted by the European Union on December 19, 2013, and must be applied retrospectively for fiscal years beginning on or after January 1, 2014 ; |
| • | | IFRS 10 “Consolidated Financial Statements”; |
| • | | IFRS 11 “Joint Arrangements” supersedes IAS 31 “Interests in Joint Ventures” and SIC-13 “Jointly Controlled Entities – Non-Monetary Contributions by Venturers”; |
| • | | IFRS 12 “Disclosure of Interests in Other Entities”. The purpose of IFRS 12 is to require disclosures enabling readers of financial statements to evaluate the basis of control, any restrictions on consolidated assets and liabilities, risk exposures arising from interests in unconsolidated structured entities, and the participation of minority interests in the activities of consolidated entities; |
The analysis conducted by the Group on its investments, covering all periods presented, showed that the new definition of control ushered in by IFRS 10 does not alter the scope of consolidation.
None of the other standards has a material impact on the Group’s combined financial statements.
Standards, interpretations, and amendments not yet adopted by the European union
New standards, amendments to existing standards and interpretations not yet adopted by the European Union, are the following :
| • | | IFRS 9 “Financial Instruments”, effective from January 1, 2018 and not yet adopted by the European Union. |
Critical accounting estimates and judgments
In the application of the Group’s accounting policies, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources.
The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis.
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The assumptions and estimates primarily concern:
Cost allocations –These Combined Financial Statements include allocations of corporate support, central IT and other shared costs between the Group and the other Parent operations, performed in accordance with the historical agreements between the legal entities and historical allocations from internal reporting purposes. Management believes these allocations are reasonable; however, they are not necessarily indicative of the revenue and expenses that may have been generated and incurred had the Group been operating on a standalone basis. These costs allocations, and the impact on Related Party revenue and expenses, are explained in Notes 1 and 29.
In addition, the following key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
Impairment of goodwill –The Group performs goodwill impairment reviews in accordance with the accounting policy described above in § “Impairment of Intangible Assets”. The recoverable amount of a CGU Group is determined based on a discounted cash flow approach, which requires the use of estimates. The key assumptions used and the related sensitivity analysis are described in Note 12.
Financial Risk Management
Foreign exchange risk
The Group’s activities remain subject to the usual risks involved in its lines of business as well as the political and geopolitical risks arising from its international presence for most of its activities and unexpected events of force majeure.
Foreign currency translation risk :
The Group’s net assets are exposed to the foreign currency risk arising from the translation of assets and liabilities of subsidiaries with functional currencies other than the euro, mainly US dollar and UK pound sterling. The following tables summarize the assets and liabilities recorded in UK pound and US dollars functional currency, and the related impact of a 1% decrease in the currency exchange rate on Parent’s net investment in the combined balance sheet:
| | | | | | | | |
| | December 31, 2014 | | | | |
(In thousand) | | UK pound | | | USD | |
Total balance sheet | | | 684 722 | | | | 678 435 | |
Off-balance-sheet position | | | — | | | | — | |
| | | | | | | | |
Net position after management | | | 684 722 | | | | 678 435 | |
| | | | | | | | |
Most operating revenue and expenses in the various subsidiaries of the Group are denominated in the functional currency of each relevant subsidiary. The Group’s combined income statement is exposed to foreign currency risk arising from receivables and payables denominated in currencies different from the functional currency of the related entity.
The Group has not established a policy for foreign exchange rate hedging. This leaves the Group potentially exposed to a more or less significant foreign currency risk from year to year.
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Credit risk
Credit risk arises from cash and cash equivalents, and deposits with banks and financial institutions, as well as credit exposures to the Group customers, including outstanding receivables and committed transactions. For banks and financial institutions, only independently rated parties with a minimum rating of ‘A’ are accepted. For clients, each local entity is responsible for managing and analyzing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. If wholesale customers are independently rated, these ratings are used. If there is no independent rating, risk control assesses the credit quality of the customer, taking into account its financial position, past experience and other factors.
Liquidity risk
The Group would be exposed to a liquidity risk in the case where its short term liabilities become, at any date, higher than its cash, cash equivalents, short term financial investments and available bank facilities and in the case where the Group is not able to refinance this liquidity deficit, for example, through new credit lines.
Until 31 December 2014, the liquidity of the Group was managed in the overall context of the liquidity of its Parent. A weekly cash reporting is performed in the operating entities. The Parent ensures that the Cegedim Group has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times in order to not breach borrowing limits or covenants on any of its financing facilities.
The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows:
| | | | | | | | | | | | | | | | | | | | |
| | Maturity schedule of financial liabilities | |
(In thousands of euros) | | Less than 1 month | | | Between 1 and 6 months | | | Between 6 months and 1 year | | | Between 1 and 5 years | | | Over 5 years | |
As of December 31, 2014 | | | | | | | | | | | | | | | | | | | | |
Borrowings and bank overdrafts | | | — | | | | 160 435 | | | | — | | | | — | | | | — | |
Derivative financial instruments | | | — | | | | — | | | | — | | | | — | | | | — | |
Trade payables and other payables | | | — | | | | 30 616 | | | | — | | | | — | | | | — | |
As of December 31, 2013 | | | | | | | | | | | | | | | | | | | | |
Borrowings and bank overdrafts | | | — | | | | 89 891 | | | | 0 | | | | 193 640 | | | | — | |
Derivative financial instruments | | | — | | | | — | | | | — | | | | — | | | | — | |
Trade payables and other payables | | | — | | | | 36 592 | | | | — | | | | — | | | | — | |
As of December 31, 2012 | | | | | | | | | | | | | | | | | | | | |
Borrowings and bank overdrafts | | | — | | | | 194 725 | | | | 0 | | | | 220 000 | | | | — | |
Derivative financial instruments | | | — | | | | — | | | | — | | | | — | | | | — | |
Trade payables and other payables | | | — | | | | 36 972 | | | | — | | | | — | | | | — | |
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Note 3 – Revenue
Revenue by geographical areas
| | | | | | | | | | | | |
| | Years ended December 31, | |
(In thousands of euros) | | 2014 | | | 2013 | | | 2012 | |
France | | | 142 921 | | | | 140 521 | | | | 148 217 | |
Euro zone excluding France | | | 83 691 | | | | 83 287 | | | | 86 699 | |
Pound sterling zone | | | 21 812 | | | | 20 715 | | | | 21 260 | |
US dollar zone | | | 84 851 | | | | 84 568 | | | | 94 499 | |
Rest of world | | | 111 966 | | | | 114 004 | | | | 123 683 | |
TOTAL REVENUE | | | 445 240 | | | | 443 094 | | | | 474 358 | |
Note 4 – External expenses
| | | | | | | | | | | | |
| | Years ended December 31, | |
(In thousands of euros) | | 2014 | | | 2013 | | | 2012 | |
Purchases of studies, services and unstocked goods | | | (39 396 | ) | | | (39 053 | ) | | | (44 819 | ) |
External services (leasing, maintenance, insurance) | | | (39 174 | ) | | | (39 318 | ) | | | (40 836 | ) |
Other (advertising, seconded personnel, entertainment expenses, postal expenses, etc.) | | | (54 726 | ) | | | (56 368 | ) | | | (60 851 | ) |
TOTAL EXTERNAL EXPENSES | | | (133 297 | ) | | | (134 739 | ) | | | (146 507 | ) |
Note 5 – Employee expenses
| | | | | | | | | | | | |
| | Years ended December 31, | |
(In number of employees) | | 2014 | | | 2013 | | | 2012 | |
France | | | 976 | | | | 1 022 | | | | 983 | |
Other countries | | | 3 595 | | | | 3 763 | | | | 3 794 | |
TOTAL HEADCOUNT | | | 4 571 | | | | 4 785 | | | | 4 777 | |
| | | | | | | | | | | | |
| | Years ended December 31, | |
(In thousands of euros) | | 2014 | | | 2013 | | | 2012 | |
Wages and benefits | | | (218 504 | ) | | | (217 993 | ) | | | (236 952 | ) |
Profit-sharing | | | (611 | ) | | | (426 | ) | | | (338 | ) |
Free shares granted to managers and employees | | | (522 | ) | | | (122 | ) | | | 362 | |
TOTAL EMPLOYEE EXPENSES | | | (219 638 | ) | | | (218 542 | ) | | | (236 928 | ) |
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Note 6 – Capitalized development costs
Capitalized development costs have been reclassified to employee and external expenses as indicated in the board below.
| | | | | | | | | | | | |
| | Years ended December 31, | |
(In thousands of euros) | | 2014 | | | 2013 | | | 2012 | |
Employee expenses | | | 20 778 | | | | 21 286 | | | | 22 307 | |
External expenses | | | 5 194 | | | | 5 322 | | | | 5 577 | |
Total Capitalized development costs | | | 25 972 | | | | 26 608 | | | | 27 884 | |
Note 7 – Depreciation and amortization expenses
| | | | | | | | | | | | |
| | Years ended December 31, | |
(In thousands of euros) | | 2014 | | | 2013 | | | 2012 | |
Depreciation of tangible fixed assets | | | (6 350 | ) | | | (7 401 | ) | | | (7 554 | ) |
Amortization of intangible fixed assets | | | (21 209 | ) | | | (16 460 | ) | | | (18 196 | ) |
TOTAL DEPRECIATION AND AMORTIZATION EXPENSES | | | (27 560 | ) | | | (23 862 | ) | | | (25 750 | ) |
Note 8 – Non-recurring income and expenses
| | | | | | | | | | | | |
| | Years ended December 31, | |
(In thousands of euros) | | 2014 | | | 2013 | | | 2012 | |
Restructuring costs | | | (2 482 | ) | | | (3 538 | ) | | | (9 871 | ) |
Capital gains or losses on disposals | | | | | | | — | | | | 454 | |
Other non-recurring income and expenses from operations | | | (1 000 | ) | | | (1 704 | ) | | | (501 | ) |
Impairment loss on tangible and intangible assets (including goodwill) | | | (218 869 | ) | | | (63 300 | ) | | | (115 000 | ) |
TOTAL NON RECURRING INCOME AND EXPENSES | | | (222 351 | ) | | | (68 542 | ) | | | (124 918 | ) |
Note 9 – Financial income / expense, net
| | | | | | | | | | | | |
| | Years ended December 31, | |
(In thousands of euros) | | 2014 | | | 2013 | | | 2012 | |
INCOME FROM CASH EQUIVALENT | | | 822 | | | | 1 268 | | | | 1 072 | |
| | | | | | | | | | | | |
Interests paid on borrowings and bank commissions | | | (6 983 | ) | | | (12 680 | ) | | | (24 596 | ) |
Interest accrued on borrowings | | | — | | | | — | | | | — | |
Interests on borrowings | | | (6 983 | ) | | | (12 680 | ) | | | (24 596 | ) |
| | | | | | | | | | | | |
Other financial interest and expenses | | | (102 | ) | | | (277 | ) | | | (186 | ) |
TOTAL COST OF GROSS FINANCIAL DEBT | | | (7 085 | ) | | | (12 957 | ) | | | (24 782 | ) |
| | | | | | | | | | | | |
Net exchange differences | | | (1 986 | ) | | | (2 023 | ) | | | (723 | ) |
Valuation of financial instruments | | | — | | | | — | | | | — | |
Other non-recurring income and expenses from operations | | | 325 | | | | 29 | | | | (156 | ) |
OTHER FINANCIAL INCOME AND EXPENSES | | | (1 661 | ) | | | (1 994 | ) | | | (879 | ) |
| | | | | | | | | | | | |
TOTAL FINANCIAL INCOME / EXPENSE, NET | | | (7 924 | ) | | | (13 683 | ) | | | (24 589 | ) |
| | | | | | | | | | | | |
23
Note 10 – Income tax expense
| | | | | | | | | | | | |
| | Years ended December 31, | |
(In thousands of euros) | | 2014 | | | 2013 | | | 2012 | |
Current income tax | | | | | | | | | | | | |
France | | | 721 | | | | (3 633 | ) | | | (3 743 | ) |
Other countries | | | (10 136 | ) | | | (6 602 | ) | | | (6 990 | ) |
CURRENT INCOME TAX | | | (9 416 | ) | | | (10 235 | ) | | | (10 733 | ) |
| | | | | | | | | | | | |
Deferred tax | | | | | | | | | | | | |
France | | | (274 | ) | | | (731 | ) | | | 682 | |
Other countries | | | (1 450 | ) | | | (539 | ) | | | 5 823 | |
DEFERRED TAX | | | (1 724 | ) | | | (1 270 | ) | | | 6 505 | |
| | | | | | | | | | | | |
TOTAL INCOME TAXES | | | (11 140 | ) | | | (11 505 | ) | | | (4 228 | ) |
| | | | | | | | | | | | |
The actual income tax expense incurred on the Group’s profit before income tax differs from the theoretical amount that would arise using the weighted average tax rates applicable to profit before income tax of the combined entities as follows :
| | | | | | | | | | | | |
| | Years ended December 31, | |
(In thousands of euros) | | 2014 | | | 2013 | | | 2012 | |
Profit (loss) for the period | | | (201 472 | ) | | | (53 878 | ) | | | (116 829 | ) |
Less Share of profit of investments accounted for using the equity- method | | | (71 | ) | | | (46 | ) | | | 1 | |
Less income tax | | | 11 140 | | | | 11 505 | | | | 4 228 | |
PROFIT (LOSS) OF COMBINED ENTITIES BEFORE TAX (A) | | | (190 403 | ) | | | (42 419 | ) | | | (112 600 | ) |
| | | | | | | | | | | | |
Theoretical income tax rate (France) (B) | | | 34,43 | % | | | 34,43 | % | | | 34,43 | % |
THEORETICAL INCOME TAX EXPENSE (C) = (A) x (B) | | | 65 556 | | | | 14 605 | | | | 38 768 | |
| | | | | | | | | | | | |
Tax effects of : | | | | | | | | | | | | |
Non-deductible differences | | | (764 | ) | | | (1 164 | ) | | | (1 090 | ) |
Differences in income tax rates in other countries | | | 2 055 | | | | 613 | | | | 2 262 | |
Tax losses for which no deferred income tax assets was recognized | | | (3 329 | ) | | | (3 777 | ) | | | (5 967 | ) |
Utilisation of previously unrecognized tax losses | | | | | | | — | | | | — | |
Tax credit | | | 699 | | | | 12 | | | | 1 394 | |
Impairment of goodwill | | | (75 357 | ) | | | (21 794 | ) | | | (39 595 | ) |
ACTUAL INCOME TAX | | | (11 140 | ) | | | (11 505 | ) | | | (4 228 | ) |
| | | | | | | | | | | | |
Effective tax rate | | | 0 | % | | | 0 | % | | | 0 | % |
| | | | | | | | | | | | |
24
The tax (expense)/credit relating to components to other comprehensive income is as follows:
| | | | | | | | | | | | |
| | Years ended December 31, 2012 | |
(In thousands of euros) | | Before tax | | | Tax (expense) / credit | | | After tax | |
-Actuarial differences relating to provisions for pensions | | | (2 037 | ) | | | 639 | | | | (1 397 | ) |
-Currency translation differences | | | (3 877 | ) | | | 0 | | | | (3 877 | ) |
TOTAL OTHER COMPREHENSIVE INCOME | | | (5 914 | ) | | | 639 | | | | (5 274 | ) |
| |
| | Years ended December 31, 2013 | |
(In thousands of euros) | | Before tax | | | Tax (expense) / credit | | | After tax | |
-Actuarial differences relating to provisions for pensions | | | 1 438 | | | | (490 | ) | | | 949 | |
-Currency translation differences | | | (15 629 | ) | | | 0 | | | | (15 629 | ) |
TOTAL OTHER COMPREHENSIVE INCOME | | | (14 191 | ) | | | (490 | ) | | | (14 680 | ) |
| |
| | Years ended December 31, 2014 | |
(In thousands of euros) | | Before tax | | | Tax (expense) / credit | | | After tax | |
-Actuarial differences relating to provisions for pensions | | | 202 | | | | (78 | ) | | | 124 | |
-Currency translation differences | | | 54 416 | | | | | | | | 54 416 | |
TOTAL OTHER COMPREHENSIVE INCOME | | | 54 617 | | | | (78 | ) | | | 54 539 | |
25
Note 11 – Investments accounted using the equity method
Net book amount
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(In thousands of euros) | | % owned as of December 31, 2012 | | | Profit (loss) for the year ended December 31, 2012 | | | Group share of profit (loss) for the year ended December 31, 2012 | | | Shareholders’eq uity as of December 31, 2012 | | | Group share of total net shareholders’ equity as of December 31, 2012 | | | Goodwill | | | Provision for risks | | | Net value of shares in companies accounted for using the equity method as of December 31, 2012 | |
Primeum Cegedim | | | 50 | % | | | (1 | ) | | | (1 | ) | | | 99 | | | | 49 | | | | — | | | | — | | | | 49 | |
TOTAL | | | | | | | (1 | ) | | | (1 | ) | | | 99 | | | | 49 | | | | — | | | | — | | | | 49 | |
| | | | | | | | |
(In thousands of euros) | | % owned as of December 31, 2013 | | | Profit (loss) for the year ended December 31, 2013 | | | Group share of profit (loss) for the year ended December 31, 2013 | | | Shareholders’eq uity as of December 31, 2013 | | | Group share of total net shareholders’ equity as of December 31, 2013 | | | Goodwill | | | Provision for risks | | | Net value of shares in companies accounted for using the equity method as of December 31, 2013 | |
Primeum Cegedim | | | 50 | % | | | 93 | | | | 46 | | | | 192 | | | | 96 | | | | — | | | | — | | | | 96 | |
TOTAL | | | | | | | 93 | | | | 46 | | | | 192 | | | | 96 | | | | — | | | | — | | | | 96 | |
| | | | | | | | |
(In thousands of euros) | | % owned as of December 31, 2014 | | | Profit (loss) for the year ended December 31, 2014 | | | Group share of profit (loss) for the year ended December 31, 2014 | | | Shareholders’eq uity as of December 31, 2014 | | | Group share of total net shareholders’ equity as of December 31, 2014 | | | Goodwill | | | Provision for risks | | | Net value of shares in companies accounted for using the equity method as of December 31, 2014 | |
Primeum Cegedim | | | 50 | % | | | 141 | | | | 71 | | | | 258 | | | | 129 | | | | — | | | | — | | | | 129 | |
TOTAL | | | | | | | 141 | | | | 71 | | | | 258 | | | | 129 | | | | — | | | | — | | | | 129 | |
Variations
| | | | |
(In thousands of euros) | | | |
Net value of shares in companies accounted for using the equity method as of January 1, 2012 | | | 0 | |
Distribution of dividends | | | — | |
Capital increase | | | — | |
Group share of profit (loss) for the year ended December 31, 2012 | | | (1 | ) |
Change in perimeter | | | 50 | |
Net value of shares in companies accounted for using the equity method as of December 31, 2012 | | | 49 | |
Distribution of dividends | | | | |
Capital increase | | | | |
Group share of profit (loss) for the year ended December 31, 2013 | | | 46 | |
Change in perimeter | | | | |
Net value of shares in companies accounted for using the equity method as of December 31, 2013 | | | 96 | |
Distribution of dividends | | | (37 | ) |
Capital increase | | | | |
Group share of profit (loss) for the year ended December 31, 2014 | | | 71 | |
Change in perimeter | | | | |
Net value of shares in companies accounted for using the equity method as of December 31, 2014 | | | 129 | |
Investments accounted for using equity-method primarily consist of a 50% investment in Primeum Cegedim, in which the Group has significant influence. The assets, liabilities revenues and expense of the investee, as wells as the Group’s commitments and contingent liabilities related to such investee, are immaterial.
26
Note 12 – Goodwill
As at December 31, 2014 goodwill amounted to €202 million against €359 million at December 31, 2013 and €444 million at December 31, 2012. The change derived largely from successive impairment losses for respectively €115 million in 2012, €63 million in 2013 and €220 million in 2014, as well as the change in goodwill denominated in other currencies.
In accordance with IAS 36, goodwill are not amortized, but are subject to an impairment test either annually or when events indicate a risk of loss of value.
Further explanations can be found in Note 2 above (Impairment of intangible assets).
The variation of goodwill over the period presented is the following:
| | | | |
(In thousands of euros) | | Goodwill | |
Year ended December 31, 2012 | | | | |
Opening net book amount | | | 568 440 | |
Scope | | | 19 | |
Impairment charge | | | (115 000 | ) |
Exchange differences | | | (9 050 | ) |
CLOSING NET BOOK AMOUNT | | | 444 409 | |
Year ended December 31, 2013 | | | | |
Opening net book amount | | | 444 409 | |
Scope | | | (50 | ) |
Impairment charge | | | (63 300 | ) |
Exchange differences | | | (22 358 | ) |
CLOSING NET BOOK AMOUNT | | | 358 700 | |
Year ended December 31, 2014 | | | | |
Opening net book amount | | | 358 700 | |
Scope | | | (693 | ) |
Impairment charge | | | (219 834 | ) |
Exchange differences | | | 63 617 | |
CLOSING NET BOOK AMOUNT | | | 201 791 | |
| | | | | | | | | | | | | | | | |
| | December 31, | | | January 1, | |
(In thousands of euros) | | 2014 | | | 2013 | | | 2012 | | | 2012 | |
Cost | | | 609 450 | | | | 547 818 | | | | 570 309 | | | | 579 275 | |
Accumulated impairment | | | (407 659 | ) | | | (189 118 | ) | | | (125 901 | ) | | | (10 834 | ) |
NET BOOK AMOUNT | | | 201 791 | | | | 358 700 | | | | 444 409 | | | | 568 440 | |
The main actuarial assumptions for impairment testing are as follows:
| | | | | | | | | | | | | | | | |
Actuarial assumptions | | December 31 | |
(In thousand) | | December 2013 | | | June 2013 | | | December 2012 | | | June 2012 | |
Discount rate | | | 9.92 | % | | | 10.27 | % | | | 10.86 | % | | | 11.64 | % |
Infinite growth rate | | | 1.50 | % | | | 2.00 | % | | | 2.00 | % | | | 2.00 | % |
27
In relation to trends shown in the business plans :
The level of activity during the second quarter of 2012 for the Group fell below expectations because of deteriorated economic conditions. This lead the Group to establish indicators of possibility of impairment, requiring to conduct a formal impairment test.
Mid-term revenue growth was revised downward in the CRM and strategic data activities business plans, especially in mature countries in Americas and European zones. With the slowing down growth in these regions, the Group’s business plan did not forecast any immediate improvement but simply assumed to maintain in 2012, the operating income from continuing operations at the same level as 2011 and expected a moderated improvement in 2013 (compared with a marked increase previously expected over this period).
The forecasts for the end of the business plans were kept optimistic, thanks to the efforts essentially turned toward the operating structure reorganization and the renewal of the Performance Improvement Plan initiated in 2011. Business plans thus predicted to benefit from the market growth with effect from 2014, where the visible recovery of sales, combined with a better profitability, will perceptibly manifest itself again in the profit trend.
Considering these hypothesis, an estimated 115 million euros value loss was applied to the Group. In accordance with IFRS standards, this value loss was attributed, in priority, to the goodwill.
The second half achieved by the Group in 2012 was broadly in line with the revised forecast used for the June 30, 2012 impairment testing. However the Group decided to perform again a test of impairment, since the growth assumptions were moderated in the final years of the business plans.
The higher margins in the business plans revised at the end of 2012 were therefore due less to revenue growth than to productivity gains and to the willingness to shift the product mix to offerings with wider margins whose pricing is not dependent on user numbers. In general, the Group also continues to focus on pursuing the Performance Improvement Plan started in earlier years. It aims to leverage potential synergies between the activities of the Group: productivity improvements, enhanced process efficiency, cost sharing, space optimization, etc.
Considering these hypothesis, it appeared that the recoverable value of assets were enough compared to the book value. The sensitivity of the impairment test however appeared to be rather tight.
The level of activity during the second quarter of 2013 for the Group fell below expectations because of a change in the seasonal nature of order intake. This lead the Group to establish indicators of possibility of impairment, requiring to conduct a formal impairment test.
The revenue growth was revised in the CRM and strategic data activities business plan in order to be more moderated at the beginning of the plan, combined with a sustainable effort on productivity.
28
The previous closing trends were generally maintained, with a slight moderation. They are resulting of a mix focused on high margin products (less users number dependant), launch of new innovative offers allowing to accompany emerging markets, and to fulfill mature countries demand regarding new regulatory evolutions of these markets.
Considering these hypothesis, it appeared that the recoverable value of assets were enough compared to the book value. The sensitivity of the impairment test however appeared to be rather tight.
During the second half of 2013 the operating margin of the entire CRM and strategic data activities increased and proved to be in line with expectations, but due mainly to good control of operating costs. This performance required revising the growth projections of certain segments. The lowered outcomes in the market research business, which has been seeing a general slowdown and the growth outlook for CRM applications in France and the USA turned out to fall below the last projections.
Consequently the business plans were revised, particularly in these three business segments. The impact for the Group resulted in a need to recognize a €63 million impairment at end 2013.
The first half achievements in 2014 were well in line with the revised forecast used for the year end 2013 impairment testing. The Group did not perform any impairment testing in the first half 2014, since there was no indication of a potential loss in value. At that time, the contemplated sale of the CRM and strategic data activities to IMS Health inc. could not be considered as highly probable, so the management continued to refer to the current business plans. These business plans lead to an actual value of operating flows which was higher than the offer price minus costs associated to this sale. No depreciation of goodwill was therefore needed as of June 30, 2014.
On 20 October 2014, Cegedim announced that a definitive purchase agreement has been executed for its CRM and Strategic Data division with IMS Health Inc., subject to certain conditions which should be met at the beginning of the second quarter 2015. The selling price was determined as €385 million in cash, on a cash-free, debt-free basis, subject to certain adjustments based on the Group’s net debt at the date of completion and changes in the net working capital.
Following this signature, the sale became highly probable and implied to refer to the fair value of the business (less costs of disposal) reflected in the estimated purchase price, instead of its value in use reflected by the ongoing business plans.
An impairment loss of €220 million had to be recognized, including the impact of currency translations for 64 M€.
29
Sensitivity of the impairment tests was measured every semester using the following parameters:
| • | | changes in the discount rate of +/- 50 basis points, and application of the discount rate used at the preceding impairment test if less favorable; |
| • | | changes in the growth rate to perpetuity of +/- 50 basis points; |
| • | | possibility of a temporary decline in margin (for the second and third year of the business plan) by applying a lowpoint margin instead of the business plan margin; |
| • | | possibility of a prolonged margin fall (average terminal margin further reduced by 50 basis points); |
| • | | at the December 31, 2013 close, a new sensibility was added to assume a one-year delay in reaching the margin levels in the plan. |
Variances resulting from sensitivities between the recoverable value of the CGU and the net book value of the assets tested are presented below. A negative amount corresponds to an impairment (in million euros).
Sensitivity as of December 31, 2014 was not measured, since the impairment loss calculation was not based on a discounting cash flow method, but simply referred to the potential transaction price for the sale of the business.
Sensitivity as of December 31, 2013
| | | | | | | | | | | | | | | | | | | | | | | | |
Sensitivity to financial market parameters | | | Sensitivity to business parameters |
Rates fluctuation | | | Gowth rate % | | | | | Discount rate | | | Growth rate |
Discount rate date | | Discount rate % | | | 1,00% | | | 1,50% | | | 2,00% | | | Deteriorated operating margins | | 9,92% | | | 1,50% |
June 2013 | | | 10,27 | % | | | -105 | | | | -85 | | | | -63 | | | Temporary (year 2 and 3 of the plan) | | | -90 | | | |
+0.5 pb | | | 10,42 | % | | | -113 | | | | -94 | | | | -73 | | | Prolonged (margin for the terminal value) | | | -86 | | | |
Dec 2013 | | | 9,92 | % | | | -85 | | | | -63 | | | | -39 | | | | | |
-0.5 pb | | | 9,42 | % | | | -54 | | | | -29 | | | | 0 | | | 1 year delay in BP | | | -102 | | | |
Sensitivity as of June 30, 2013
| | | | | | | | | | | | | | | | | | | | | | | | |
Sensitivity to financial market parameters | | | Sensitivity to business parameters |
Rates fluctuation | | | Gowth rate % | | | | | Discount rate | | | Growth rate |
Discount rate date | | Discount rate % | | | 1,50% | | | 2,00% | | | 2,50% | | | Deteriorated operating margins | | 10,27% | | | 2,00% |
Dec 2012 | | | 10,86 | % | | | -7 | | | | 16 | | | | 40 | | | Temporary (year 2 and 3 of the plan) | | | 23 | | | |
+0.5 pb | | | 10,77 | % | | | -1 | | | | 22 | | | | 48 | | | Prolonged (margin for the terminal value) | | | 36 | | | |
June 2013 | | | 10,27 | % | | | 35 | | | | 61 | | | | 91 | | | | | |
-0.5 pb | | | 9,77 | % | | | 75 | | | | 105 | | | | 140 | | | | | | | | | |
30
Sensitivity as of December 31, 2012
| | | | | | | | | | | | | | | | | | | | | | | | |
Sensitivity to financial market parameters | | | Sensitivity to business parameters |
Rates fluctuation | | | Gowth rate % | | | | | Discount rate | | | Growth rate |
Discount rate date | | Discount rate % | | | 1,50% | | | 2,00% | | | 2,50% | | | Deteriorated operating margins | | 10,86% | | | 2,00% |
June 2012 | | | 11,64 | % | | | -40 | | | | -22 | | | | -1 | | | Temporary (year 2 and 3 of the plan) | | | 0 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
+0.5 pb | | | 11,36 | % | | | -24 | | | | -4 | | | | 19 | | | Prolonged (margin for the terminal value) | | | 7 | | | |
Dec 2012 | | | 10,86 | % | | | 8 | | | | 31 | | | | 57 | | | | | |
-0.5 pb | | | 10,36 | % | | | 44 | | | | 71 | | | | 100 | | | | | | | | | |
Sensitivity as of June 30, 2012
| | | | | | | | | | | | | | | | | | | | | | | | |
Sensitivity to financial market parameters | | | Sensitivity to business parameters |
Rates fluctuation | | | | | Gowth rate % | | | | | Discount rate | | | Growth rate |
Discount rate date | | Discount rate % | | | 1,50% | | | 2,00% | | | 2,50% | | | Deteriorated operating margins | | 11,64% | | | 2,00% |
Dec 2011 | | | 11,55 | % | | | | | | | | | | | | | | Temporary (year 2 and 3 of the plan) | | | -141 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
+0.5 pb | | | 12,14 | % | | | -161 | | | | -140 | | | | -117 | | | Prolonged (margin for the terminal value) | | | -169 | | | |
June 2012 | | | 11,64 | % | | | -120 | | | | -115 | | | | -85 | | | | | |
-0.5 pb | | | 11,14 | % | | | -108 | | | | -72 | | | | -43 | | | | | | | | | |
31
Note 13 – Intangible assets
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(In thousands of euros) | | January 1, 2012 | | | Opening reclassification and correction | | | Additions | | | Change in perimeter | | | Disposals | | | Exchange differences | | | December 31, 2012 | |
Intangible assets -work in progress | | | 4 068 | | | | (4 191 | ) | | | 4 497 | | | | 742 | | | | | | | | | | | | 5 116 | |
Internal software | | | 116 632 | | | | 4 191 | | | | 23 111 | | | | 265 | | | | — | | | | (119 | ) | | | 144 080 | |
External software | | | 53 700 | | | | | | | | 2 506 | | | | 11 | | | | (876 | ) | | | (34 | ) | | | 55 307 | |
TOTAL GROSS VALUE | | | 174 400 | | | | 0 | | | | 30 114 | | | | 1 018 | | | | (876 | ) | | | (153 | ) | | | 204 503 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Software amortization | | | (69 027 | ) | | | | | | | (18 336 | ) | | | (3 | ) | | | 869 | | | | 0 | | | | (86 497 | ) |
TOTAL DEPRECIATION AND AMORTIZATION | | | (69 027 | ) | | | 0 | | | | (18 336 | ) | | | (3 | ) | | | 869 | | | | 0 | | | | (86 497 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL INTANGIBLE ASSETS – NET VALUES | | | 105 373 | | | | | | | | | | | | | | | | | | | | | | | | 118 006 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
(In thousands of euros) | | December 31, 2012 | | | Opening reclassification and correction | | | Additions | | | Change in perimeter | | | Disposals | | | Exchange differences | | | December 31, 2013 | |
Intangible assets -ork in progress | | | 5 116 | | | | (3 568 | ) | | | 2 937 | | | | | | | | | | | | | | | | 4 485 | |
Internal software | | | 144 080 | | | | 4 406 | | | | 23 732 | | | | | | | | | | | | (443 | ) | | | 171 775 | |
External software | | | 55 307 | | | | (778 | ) | | | 948 | | | | | | | | (470 | ) | | | (1 817 | ) | | | 53 190 | |
TOTAL GROSS VALUE | | | 204 503 | | | | 60 | | | | 27 617 | | | | 0 | | | | (470 | ) | | | (2 260 | ) | | | 229 450 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Software amortization | | | (86 497 | ) | | | (60 | ) | | | (16 460 | ) | | | | | | | 456 | | | | 1 500 | | | | (101 061 | ) |
TOTAL DEPRECIATION AND AMORTIZATION | | | (86 497 | ) | | | (60 | ) | | | (16 460 | ) | | | 0 | | | | 456 | | | | 1 500 | | | | (101 061 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL INTANGIBLE ASSETS – NET VALUES | | | 118 006 | | | | | | | | | | | | | | | | | | | | | | | | 128 389 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
(In thousands of euros) | | December 31, 2013 | | | Opening reclassification and correction | | | Additions | | | Change in perimeter | | | Disposals | | | Exchange differences | | | December 31, 2014 | |
Intangible assets -ork in progress | | | 4 485 | | | | (4 110 | ) | | | 1 010 | | | | | | | | | | | | | | | | 1 385 | |
Internal software | | | 171 775 | | | | 4 145 | | | | 24 962 | | | | | | | | (8 281 | ) | | | 748 | | | | 193 349 | |
External software | | | 53 190 | | | | (35 | ) | | | 714 | | | | (196 | ) | | | (10 183 | ) | | | 2 641 | | | | 46 131 | |
TOTAL GROSS VALUE | | | 229 450 | | | | 0 | | | | 26 686 | | | | (196 | ) | | | (18 464 | ) | | | 3 389 | | | | 240 865 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Software amortization | | | (101 061 | ) | | | | | | | (20 268 | ) | | | 196 | | | | 16 577 | | | | (2 312 | ) | | | (106 868 | ) |
TOTAL DEPRECIATION AND AMORTIZATION | | | (101 061 | ) | | | 0 | | | | (20 268 | ) | | | 196 | | | | 16 577 | | | | (2 312 | ) | | | (106 868 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL INTANGIBLE ASSETS – NET VALUES | | | 128 389 | | | | | | | | | | | | | | | | | | | | | | | | 133 997 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | The projects that stem from internal development and currently in use have an average amortization period of five years, except for three structuring projects amortized over 20 or 15 years. |
(2) | The reclassification between Intangible assets in progress and Internal Software corresponds to starting projects up. |
32
Note 14 – Tangible assets
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(In thousands of euros) | | January 1, 2012 | | | Reclassification | | | Additions | | | Change in perimeter | | | Disposals and depreciation | | | Exchange differences | | | December 31, 2012 | |
Land | | | 91 | | | | — | | | | — | | | | — | | | | — | | | | 2 | | | | 93 | |
Buildings | | | 2 450 | | | | — | | | | 657 | | | | — | | | | (248 | ) | | | (56 | ) | | | 2 803 | |
Other tangible assets | | | 80 634 | | | | 40 | | | | 4 622 | | | | 38 | | | | (5 217 | ) | | | (841 | ) | | | 79 276 | |
Construction in progress | | | 1 330 | | | | (40 | ) | | | 536 | | | | — | | | | (19 | ) | | | (3 | ) | | | 1 804 | |
TOTAL GROSS VALUE | | | 84 505 | | | | 0 | | | | 5 815 | | | | 38 | | | | (5 484 | ) | | | (898 | ) | | | 83 976 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation of land | | | (70 | ) | | | — | | | | (21 | ) | | | — | | | | — | | | | (2 | ) | | | (93 | ) |
Depreciation of buildings | | | (1 019 | ) | | | (13 | ) | | | (370 | ) | | | — | | | | 180 | | | | 33 | | | | (1 189 | ) |
Depreciation of other tangible assets | | | (62 225 | ) | | | 13 | | | | (7 023 | ) | | | (5 | ) | | | 4 789 | | | | 769 | | | | (63 682 | ) |
TOTAL DEPRECIATION | | | (63 314 | ) | | | 0 | | | | (7 414 | ) | | | (5 | ) | | | 4 969 | | | | 800 | | | | (64 964 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL TANGIBLE ASSETS – NET VALUES | | | 21 191 | | | | | | | | | | | | | | | | | | | | | | | | 19 012 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
(In thousands of euros) | | December 31, 2012 | | | Reclassification | | | Additions | | | Change in perimeter | | | Disposals and depreciation | | | Exchange differences | | | December 31, 2013 | |
Land | | | 93 | | | | — | | | | — | | | | — | | | | — | | | | (2 | ) | | | 91 | |
Buildings | | | 2 803 | | | | — | | | | 159 | | | | — | | | | (427 | ) | | | (209 | ) | | | 2 326 | |
Other tangible assets | | | 79 276 | | | | 1 951 | | | | 3 673 | | | | — | | | | (5 683 | ) | | | (3 145 | ) | | | 76 072 | |
Construction in progress | | | 1 804 | | | | (1 799 | ) | | | 23 | | | | — | | | | — | | | | (3 | ) | | | 25 | |
TOTAL GROSS VALUE | | | 83 976 | | | | 152 | | | | 3 855 | | | | 0 | | | | (6 110 | ) | | | (3 359 | ) | | | 78 514 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation of land | | | (93 | ) | | | — | | | | — | | | | — | | | | — | | | | 2 | | | | (91 | ) |
Depreciation of buildings | | | (1 189 | ) | | | — | | | | (395 | ) | | | — | | | | 196 | | | | 100 | | | | (1 289 | ) |
Depreciation of other tangible assets | | | (63 682 | ) | | | (152 | ) | | | (7 007 | ) | | | — | | | | 5 257 | | | | 2 748 | | | | (62 835 | ) |
TOTAL DEPRECIATION | | | (64 964 | ) | | | (152 | ) | | | (7 402 | ) | | | 0 | | | | 5 453 | | | | 2 848 | | | | (64 215 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL TANGIBLE ASSETS – NET VALUES | | | 19 012 | | | | | | | | | | | | | | | | | | | | | | | | 14 299 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
(In thousands of euros) | | December 31, 2013 | | | Reclassification | | | Additions | | | Change in perimeter | | | Disposals and depreciation | | | Exchange differences | | | December 31, 2014 | |
Land | | | 91 | | | | | | | | | | | | | | | | | | | | 6 | | | | 97 | |
Buildings | | | 2 326 | | | | 36 | | | | 4 | | | | | | | | (2 | ) | | | (109 | ) | | | 2 255 | |
Other tangible assets | | | 76 072 | | | | (48 | ) | | | 3 916 | | | | | | | | (19 702 | ) | | | 3 324 | | | | 63 562 | |
Construction in progress | | | 25 | | | | (17 | ) | | | | | | | | | | | | | | | 1 | | | | 9 | |
TOTAL GROSS VALUE | | | 78 514 | | | | (29 | ) | | | 3 920 | | | | 0 | | | | (19 704 | ) | | | 3 223 | | | | 65 923 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation of land | | | (91 | ) | | | | | | | | | | | | | | | | | | | (6 | ) | | | (97 | ) |
Depreciation of buildings | | | (1 289 | ) | | | 10 | | | | (358 | ) | | | | | | | 1 | | | | 49 | | | | (1 587 | ) |
Depreciation of other tangible assets | | | (62 835 | ) | | | 20 | | | | (6 074 | ) | | | | | | | 17 356 | | | | (2 971 | ) | | | (54 505 | ) |
TOTAL DEPRECIATION | | | (64 215 | ) | | | 29 | | | | (6 432 | ) | | | 0 | | | | 17 356 | | | | (2 928 | ) | | | (56 190 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL TANGIBLE ASSETS –NET VALUES | | | 14 299 | | | | | | | | | | | | | | | | | | | | | | | | 9 734 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
33
Note 15 – Other long-term financial assets
| | | | | | | | | | | | | | | | | | | | | | | | |
(In thousands of euros) | | January 1, 2012 | | | Additions | | | Disposals / Reversals | | | Change in perimeter | | | Exchange differences | | | December 31, 2012 | |
Loans | | | 60 584 | | | | 59 | | | | (18 822 | ) | | | — | | | | 269 | | | | 42 090 | |
Security deposits | | | 3 914 | | | | 1 474 | | | | (333 | ) | | | — | | | | (156 | ) | | | 4 899 | |
Other long-term financial assets | | | 548 | | | | — | | | | — | | | | — | | | | (11 | ) | | | 537 | |
GROSS VALUE | | | 65 046 | | | | 1 533 | | | | (19 155 | ) | | | 0 | | | | 102 | | | | 47 526 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Provisions on loans | | | (33 | ) | | | — | | | | — | | | | — | | | | (1 | ) | | | (34 | ) |
Provisions on other long-term financial assets | | | (89 | ) | | | (23 | ) | | | — | | | | — | | | | 2 | | | | (110 | ) |
PROVISIONS | | | (122 | ) | | | (23 | ) | | | 0 | | | | 0 | | | | 1 | | | | (144 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL OTHER LONG-TERM FINANCIAL ASSETS | | | 64 925 | | | | | | | | | | | | | | | | | | | | 47 383 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(In thousands of euros) | | December 31, 2012 | | | Additions | | | Disposals / Reversals | | | Change in perimeter | | | Exchange differences | | | December 31, 2013 | |
Loans | | | 42 090 | | | | 17 528 | | | | — | | | | | | | | (881 | ) | | | 58 737 | |
Security deposits | | | 4 899 | | | | 838 | | | | (1 039 | ) | | | | | | | (386 | ) | | | 4 312 | |
Other long-term financial assets | | | 537 | | | | — | | | | — | | | | | | | | (23 | ) | | | 514 | |
GROSS VALUE | | | 47 526 | | | | 18 366 | | | | (1 039 | ) | | | 0 | | | | (1 290 | ) | | | 63 563 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Provisions on loans | | | (34 | ) | | | — | | | | — | | | | | | | | 2 | | | | (32 | ) |
Provisions on other long-term financial assets | | | (110 | ) | | | — | | | | 91 | | | | | | | | 1 | | | | (18 | ) |
PROVISIONS | | | (144 | ) | | | 0 | | | | 91 | | | | 0 | | | | 3 | | | | (50 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL OTHER LONG-TERM FINANCIAL ASSETS | | | 47 383 | | | | | | | | | | | | | | | | | | | | 63 514 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(In thousands of euros) | | December 31, 2013 | | | Additions | | | Disposals / Reversals | | | Change in perimeter | | | Exchange differences | | | December 31, 2014 | |
Loans | | | 58 737 | | | | 12 917 | | | | (30 281 | ) | | | | | | | 878 | | | | 42 252 | |
Security deposits | | | 4 312 | | | | 292 | | | | (569 | ) | | | | | | | 67 | | | | 4 102 | |
Other long-term financial assets | | | 514 | | | | | | | | (533 | ) | | | | | | | 19 | | | | (0 | ) |
GROSS VALUE | | | 63 563 | | | | 13 210 | | | | (31 383 | ) | | | 0 | | | | 964 | | | | 46 354 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Provisions on loans | | | (32 | ) | | | | | | | | | | | | | | | (0 | ) | | | (32 | ) |
Provisions on other long-term financial assets | | | (18 | ) | | | | | | | 18 | | | | | | | | (1 | ) | | | 0 | |
PROVISIONS | | | (50 | ) | | | 0 | | | | 18 | | | | | | | | (1 | ) | | | (32 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL OTHER LONG-TERM FINANCIAL ASSETS | | | 63 514 | | | | | | | | | | | | | | | | | | | | 46 321 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
34
Note 16 – Deferred tax assets and liabilities
| | | | | | | | | | | | | | | | |
(In thousands of euros) | | 2014 | | | 2013 | | | 2012 | | | 2012 | |
Deferred tax assets | | | 37 354 | | | | 38 879 | | | | 40 779 | | | | 32 356 | |
Deferred tax liabilities | | | (7 810 | ) | | | (7 275 | ) | | | (7 302 | ) | | | (7 470 | ) |
DEFERRED TAX ASSETS (NET) | | | 29 544 | | | | 31 604 | | | | 33 476 | | | | 24 886 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(In thousands of euros) | | January 1, 2012 | | | Income statement charge | | | Change in consolidation scope | | | Other changes in equity | | | Reclassification | | | Exchange differences | | | December 31, 2012 | |
Tax loss carryforwards and tax credits | | | 8 290 | | | | 6 068 | | | | | | | | | | | | | | | | 1 600 | | | | 15 958 | |
Pension plan commitments | | | 1 941 | | | | (21 | ) | | | | | | | 638 | | | | | | | | | | | | 2 558 | |
Non-deductible provisions | | | 4 858 | | | | (1 127 | ) | | | | | | | | | | | | | | | (53 | ) | | | 3 678 | |
Cancellation of internal capital gain | | | 6 623 | | | | 0 | | | | | | | | | | | | | | | | | | | | 6 623 | |
Restatement of R&D margin | | | 1 973 | | | | 570 | | | | | | | | | | | | | | | | | | | | 2 543 | |
Restatement of allowance for the assignement of intangible assets | | | 419 | | | | 140 | | | | | | | | | | | | | | | | | | | | 559 | |
Others | | | 8 920 | | | | 1 109 | | | | | | | | | | | | | | | | (161 | ) | | | 9 868 | |
Total deferred tax assets | | | 33 024 | | | | 6 739 | | | | 0 | | | | 638 | | | | 0 | | | | 1 385 | | | | 41 787 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Unrealized exchange gains/losses | | | 0 | | | | 18 | | | | | | | | (18 | ) | | | | | | | | | | | 0 | |
Cancellation of accelerated depreciation | | | (235 | ) | | | (119 | ) | | | | | | | | | | | | | | | | | | | (354 | ) |
Cancellation of depreciation on goodwill | | | (2 210 | ) | | | (500 | ) | | | | | | | | | | | | | | | | | | | (2 709 | ) |
Cancellation of depreciation internal capital gains | | | (360 | ) | | | (88 | ) | | | | | | | | | | | | | | | | | | | (448 | ) |
Restatement of allowance for R&D margin | | | (294 | ) | | | (205 | ) | | | | | | | | | | | | | | | | | | | (499 | ) |
Fair value adjustments from business combinations | | | (4 783 | ) | | | 655 | | | | | | | | | | | | | | | | 76 | | | | (4 053 | ) |
Others | | | (256 | ) | | | 5 | | | | | | | | | | | | | | | | 3 | | | | (247 | ) |
Total deferred tax liabilities | | | (8 138 | ) | | | (234 | ) | | | 0 | | | | (18 | ) | | | 0 | | | | 79 | | | | (8 311 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
DEFERRED TAX ASSETS (NET) | | | 24 886 | | | | 6 506 | | | | 0 | | | | 620 | | | | 0 | | | | 1 464 | | | | 33 476 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(In thousands of euros) | | December 31, 2012 | | | Income statement charge | | | Change in consolidation scope | | Other changes in equity | | | Reclassification | | | Exchange differences | | | December 31, 2013 | |
Tax loss carryforwards and tax credits | | | 15 958 | | | | (1 722 | ) | | | | | | | | | | | | | (627 | ) | | | 13 609 | |
Pension plan commitments | | | 2 558 | | | | 550 | | | | | | (489 | ) | | | | | | | | | | | 2 619 | |
Non-deductible provisions | | | 3 678 | | | | (1 770 | ) | | | | | | | | | | | | | (83 | ) | | | 1 825 | |
Cancellation of internal capital gain | | | 6 623 | | | | (9 | ) | | | | | | | | | | | | | | | | | 6 614 | |
Restatement of R&D margin | | | 2 543 | | | | 521 | | | | | | | | | | | | | | | | | | 3 064 | |
Restatement of allowance for the assignement of intangible assets | | | 559 | | | | 1 096 | | | | | | | | | | | | | | | | | | 1 655 | |
Others | | | 9 868 | | | | 3 751 | | | | | | | | | | | | | | (483 | ) | | | 13 136 | |
Total deferred tax assets | | | 41 787 | | | | 2 417 | | | | | | (489 | ) | | | 0 | | | | (1 193 | ) | | | 42 521 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Unrealized exchange gains/losses | | | 0 | | | | 189 | | | | | | | | | | | | | | (189 | ) | | | (0 | ) |
Cancellation of accelerated depreciation | | | (354 | ) | | | 127 | | | | | | | | | | | | | | | | | | (227 | ) |
Cancellation of depreciation on goodwill | | | (2 709 | ) | | | (334 | ) | | | | | | | | | | | | | | | | | (3 043 | ) |
Cancellation of depreciation internal capital gains | | | (448 | ) | | | (2 554 | ) | | | | | | | | | | | | | | | | | (3 002 | ) |
Restatement of allowance for R&D margin | | | (499 | ) | | | (264 | ) | | | | | | | | | | | | | | | | | (764 | ) |
Fair value adjustments from business combinations | | | (4 053 | ) | | | 357 | | | | | | | | | | — | | | | 162 | | | | (3 534 | ) |
Others | | | (247 | ) | | | (1 206 | ) | | | | | | | | | | | | | 1 106 | | | | (347 | ) |
Total deferred tax liabilities | | | (8 311 | ) | | | (3 686 | ) | | | | | 0 | | | | 0 | | | | 1 079 | | | | (10 917 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
DEFERRED TAX ASSETS (NET) | | | 33 476 | | | | (1 269 | ) | | | | | (489 | ) | | | 0 | | | | (114 | ) | | | 31 604 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
35
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(In thousands of euros) | | December 31, 2013 | | | Income statement charge | | | Change in consolidation scope | | Other changes in equity | | | Reclassificati on | | | Exchange differences | | | December 31, 2014 | |
Tax loss carryforwards and tax credits | | | 13 609 | | | | (2 | ) | | | | | | | | | | | | | (834 | ) | | | 12 773 | |
Pension plan commitments | | | 2 619 | | | | 275 | | | | | | (78 | ) | | | | | | | | | | | 2 816 | |
Non-deductible provisions | | | 1 825 | | | | 300 | | | | | | | | | | | | | | 239 | | | | 2 364 | |
Cancellation of internal capital gain | | | 6 614 | | | | 2 | | | | | | | | | | | | | | | | | | 6 616 | |
Restatement of R&D margin | | | 3 064 | | | | 543 | | | | | | | | | | | | | | | | | | 3 607 | |
Restatement of allowance for the assignement of intangible | | | 1 655 | | | | 0 | | | | | | | | | | | | | | | | | | 1 655 | |
Others | | | 13 136 | | | | (2 111 | ) | | | | | | | | | | | | | 1 397 | | | | 12 422 | |
Total deferred tax assets | | | 42 521 | | | | (993 | ) | | | | | (78 | ) | | | 0 | | | | 802 | | | | 42 252 | |
Unrealized exchange gains/losses | | | (0 | ) | | | 584 | | | | | | | | | | | | | | (584 | ) | | | (0 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Cancellation of accelerated depreciation | | | (227 | ) | | | 214 | | | | | | | | | | | | | | | | | | (13 | ) |
Cancellation of depreciation on goodwill | | | (3 043 | ) | | | (365 | ) | | | | | | | | | | | | | | | | | (3 408 | ) |
Cancellation of depreciation internal capital gains | | | (3 002 | ) | | | (581 | ) | | | | | | | | | | | | | | | | | (3 583 | ) |
Restatement of allowance for R&D margin | | | (764 | ) | | | (290 | ) | | | | | | | | | | | | | | | | | (1 053 | ) |
Fair value adjustments from business combinations | | | (3 534 | ) | | | 338 | | | | | | | | | | — | | | | (449 | ) | | | (3 645 | ) |
Others | | | (347 | ) | | | (632 | ) | | | | | | | | | | | | | (26 | ) | | | (1 005 | ) |
Total deferred tax liabilities | | | (10 917 | ) | | | (731 | ) | | | | | 0 | | | | 0 | | | | (1 060 | ) | | | (12 708 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
DEFERRED TAX ASSETS (NET) | | | 31 604 | | | | (1 724 | ) | | | | | (78 | ) | | | 0 | | | | (258 | ) | | | 29 544 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
| | Years ended December 31, 2012 | |
(In thousands of euros) | | Assets | | | Liabilities | | | Net | |
As at December 31, 2011 | | | 32 356 | | | | (7 470 | ) | | | 24 886 | |
Impact on earnings for the period | | | 6 739 | | | | (234 | ) | | | 6 506 | |
Impact on shareholders’ equity | | | 2 024 | | | | 61 | | | | 2 084 | |
Impact of net presentation | | | (340 | ) | | | 341 | | | | 1 | |
As at December 31, 2012 | | | 40 779 | | | | (7 302 | ) | | | 33 476 | |
| |
| | Years ended December 31, 2013 | |
(In thousands of euros) | | Assets | | | Liabilities | | | Net | |
As at December 31, 2012 | | | 40 779 | | | | (7 302 | ) | | | 33 476 | |
Impact on earnings for the period | | | 2 417 | | | | (3 686 | ) | | | (1 269 | ) |
Impact on shareholders’ equity | | | (1 682 | ) | | | 1 079 | | | | (603 | ) |
Impact of net presentation | | | (2 635 | ) | | | 2 633 | | | | (2 | ) |
As at December 31, 2013 | | | 38 879 | | | | (7 275 | ) | | | 31 604 | |
| |
| | Years ended December 31, 2014 | |
(In thousands of euros) | | Assets | | | Liabilities | | | Net | |
As at December 31, 2013 | | | 38 879 | | | | (7 275 | ) | | | 31 604 | |
Impact on earnings for the period | | | (993 | ) | | | (731 | ) | | | (1 724 | ) |
Impact on shareholders’ equity | | | 724 | | | | (1 060 | ) | | | (336 | ) |
Impact of net presentation | | | (1 256 | ) | | | 1 257 | | | | 1 | |
As at December 31, 2014 | | | 37 354 | | | | (7 810 | ) | | | 29 544 | |
Deferred income tax assets are recognized for tax losses carried forward to the extent that the realization of tax benefit through future taxable profits is probable. The carry forward losses only relate to the US subsidiaries of the Group, and will be recovered once these companies’ indebtedness is over (which implies a capital contribution from the Parent).
36
Note 17 – Inventory and work in progress
| | | | | | | | | | | | | | | | |
| | December 31, | | | January 1, | |
(In thousands of euros) | | 2014 | | | 2013 | | | 2012 | | | 2012 | |
Services in progress | | | 186 | | | | 186 | | | | 188 | | | | 305 | |
Finished goods | | | 958 | | | | 961 | | | | 1 274 | | | | 1 310 | |
TOTAL GROSS VALUE | | | 1 144 | | | | 1 147 | | | | 1 462 | | | | 1 615 | |
| | | | | | | | | | | | | | | | |
Provision | | | — | | | | — | | | | — | | | | — | |
TOTAL INVENTORY AND WORK IN PROGRESS | | | 1 144 | | | | 1 147 | | | | 1 462 | | | | 1 615 | |
| | | | | | | | | | | | | | | | |
Note 18 – Trade receivables
| | | | | | | | | | | | | | | | |
| | December 31, | | | January 1, | |
(In thousands of euros) | | 2014 | | | 2013 | | | 2012 | | | 2012 | |
Trade receivables - related parties | | | 4 580 | | | | 2 860 | | | | 3 607 | | | | 2 833 | |
Provisions on trade receivables - related parties | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Trade receivables - related parties (NET) | | | 4 580 | | | | 2 860 | | | | 3 607 | | | | 2 833 | |
Trade receivables - third parties | | | 127 311 | | | | 121 837 | | | | 126 367 | | | | 134 913 | |
Provisions on trade receivables - third parties | | | 2 705 | | | | 3 844 | | | | 3 509 | | | | 2 474 | |
| | | | | | | | | | | | | | | | |
Trade receivables - third parties (NET) | | | 124 606 | | | | 117 993 | | | | 122 858 | | | | 132 439 | |
TOTAL CURRENT TRADE RECEIVABLES (NET) | | | 129 187 | | | | 120 853 | | | | 126 465 | | | | 135 272 | |
| | | | | | | | | | | | | | | | |
A provision for impairment is recognized if the inventory value, based on the probability of collection, is less than the recorded value. Thus, customers undergoing judicial administration or liquidation are routinely impaired at 100% and receivables outstanding for more than six months are monitored on a case-by-case basis and, if necessary, impaired in the amount of the estimated risk of non-collection.
The share of past-due receivables (gross amount) was respectively, 32.3 million euros, 29.7 million euros and 26.2 million euros as at December 31, 2012, 2013 and 2014.
Ageing balance
| | | | | | | | | | | | | | | | | | | | | | | | |
(In thousands of euros) As of December 31, | | Total past-due receivables | | | Receivables < 1 month | | | Receivables from 1 to 2 months | | | Receivables 2 to 3 months | | | Receivables from 3 to 4 months | | | Receivables more than 4 months | |
2012 | | | 32 331 | | | | 16 846 | | | | 5 329 | | | | 2 937 | | | | 1 545 | | | | 5 675 | |
2013 | | | 29 656 | | | | 15 681 | | | | 6 054 | | | | 2 643 | | | | 765 | | | | 4 513 | |
2014 | | | 26 229 | | | | 13 700 | | | | 5 254 | | | | 3 309 | | | | 1 392 | | | | 2 574 | |
37
Note 19 – Other receivables
| | | | | | | | | | | | | | | | |
| | December 31, | | | January 1, | |
(In thousands of euros) | | 2014 | | | 2013 | | | 2012 | | | 2012 | |
Current | | | | | | | | | | | | | | | | |
Staff and social security receivables | | | 2 805 | | | | 2 155 | | | | 1 991 | | | | 2 202 | |
Tax receivables | | | 8 493 | | | | 7 921 | | | | 8 414 | | | | 6 536 | |
Other receivables | | | 1 093 | | | | 387 | | | | 687 | | | | 903 | |
TOTAL GROSS VALUE | | | 12 390 | | | | 10 463 | | | | 11 092 | | | | 9 642 | |
| | | | | | | | | | | | | | | | |
Provisions | | | | | | | | | | | | | | | | |
TOTAL CURRENT RECEIVABLES (NET) | | | 12 390 | | | | 10 463 | | | | 11 092 | | | | 9 642 | |
| | | | | | | | | | | | | | | | |
Non-current | | | | | | | | | | | | | | | | |
Staff and social security receivables | | | — | | | | — | | | | — | | | | — | |
Tax receivables | | | 390 | | | | 730 | | | | 507 | | | | 435 | |
Other receivables | | | — | | | | 84 | | | | 139 | | | | 136 | |
TOTAL GROSS VALUE | | | 390 | | | | 814 | | | | 646 | | | | 571 | |
| | | | | | | | | | | | | | | | |
Provisions | | | | | | | | | | | | | | | | |
TOTAL NON-CURRENT RECEIVABLES (NET) | | | 390 | | | | 814 | | | | 646 | | | | 571 | |
| | | | | | | | | | | | | | | | |
Note 20 – Cash and cash equivalents
The cash and cash equivalents balance is mainly composed of cash funds, bank deposits, foreign currency balances, and highly liquid investments, all of which are not subject to material risk of changes in their value.
The balance of this item is made up as follows:
| | | | | | | | | | | | | | | | |
| | December 31, | | | January 1, | |
(In thousands of euros) | | 2014 | | | 2013 | | | 2012 | | | 2012 | |
Cash at bank and in hand | | | 103 051 | | | | 70 123 | | | | 46 319 | | | | 48 725 | |
Cash equivalents | | | 2 350 | | | | 1 173 | | | | 450 | | | | 9 623 | |
TOTAL CASH AND CASH EQUIVALENTS (EXCLUDING BANK OVERDRAFTS) | | | 105 400 | | | | 71 296 | | | | 46 769 | | | | 58 348 | |
Note 21 – Share-based payments
Allocation of free shares
Following a resolution of the Extraordinary Shareholders’ Meeting of February 22, 2008, the the Board of Directors, at their Meetings of November 5, 2009 and June 8, 2010, were authorized to award free shares whithin the Parent group.
Following a similar resolution of the Extraordinary Shareholders’ Meeting of June 8, 2011, the Board of Directors Meetings of June 29, 2011, September 19, 2012 and June 4, 2013 were again authorized to award free shares within the Parent group.
38
In each case the total number of free shares was not to exceed 10% of the total number of shares comprising the share capital of the Parent. The shares are attributable to the Directors and employees of the Parent group, including Director and employees of the Group.
The main characteristics of the plans are the following:
| • | | The free shares awarded will grant the right to dividends. Their distribution will be determined as of the award date. The plan dated November 5, 2009 authorized a maximum allocation of 28,750 free shares. The plan dated June 8, 2010 authorized a maximum allocation of 32,540 free shares. The plan dated June 29, 2011 authorized a maximum allocation of 41,640 free shares. The plan dated September 19, 2012 authorized a maximum allocation of 31,670 free shares. The plan dated June 4, 2013 authorized a maximum allocation of 48,870 free shares; |
| • | | Said shares to their beneficiaries will be fully allocated at the end of a vesting period of two years for beneficiaries whose residence for tax purposes is in France as of the allocation date and four years for beneficiaries whose residence for tax purposes is not in France as of the allocation date; |
| • | | The shares will be fully allocated to the beneficiaries on one condition: no resignation, dismissal or termination; |
| • | | Starting from the final award date, beneficiaries whose residence for tax purposes is in France as of the award date must keep their shares for a term of two years starting from the final award date. |
In application of standard IFRS 2, the expense measuring “the benefit” offered to employees is spread out on a linear basis over the vesting period.
The plans can be summarized as follows:
| | | | | | | | | | | | | | | | | | | | |
| | Plan of | | | Plan of | | | Plan of | | | Plan of | | | Plan of | |
| | 11/05/2009 | | | 06/08/2010 | | | 06/29/2011 | | | 09/19/2012 | | | 06/04/2013 | |
Date of the General Meeting | | | 02/22/2008 | | | | 02/22/2008 | | | | 06/08/2011 | | | | 06/08/2011 | | | | 08/06/2011 | |
Date of the Board of Directors Meeting | | | 11/05/2009 | | | | 06/08/2010 | | | | 06/29/2011 | | | | 09/19/2012 | | | | 04/06/2013 | |
Date of plan opening | | | 11/05/2009 | | | | 06/08/2010 | | | | 06/29/2011 | | | | 09/19/2012 | | | | 04/06/2013 | |
Total number of shares that can be allocated | | | 28,750 shares | | | | 32,540 shares | | | | 41,640 shares | | | | 31,670 shares | | | | 48,870 shares | |
Initial subscription price | | | €65.00 | | | | €55.00 | | | | €39.12 | | | | €15.70 | | | | €24.46 | |
Date of availability of free shares | | | | | | | | | | | | | | | | | | | | |
France | | | 11/05/2011 | | | | 06/08/2012 | | | | 06/28/2013 | | | | 09/12/2014 | | | | 06/03/2015 | |
other countries | | | 11/05/2013 | | | | 06/08/2014 | | | | 06/28/2015 | | | | 18/09/2016 | | | | 06/03/2017 | |
| | | | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
| | plan of 2009 | | | plan of 2010 | | | plan of 2011 | | | plan of 2012 | | | plan of 2013 | |
as at January 01, 2012 | | | 13 150 | | | | 23 978 | | | | 25 530 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
granted | | | | | | | | | | | | | | | 19 650 | | | | | |
vested | | | -13 150 | | | | -3 098 | | | | | | | | | | | | | |
cancelled | | | | | | | | | | | (1 670 | ) | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
as at December 31, 2012 | | | 0 | | | | 20 880 | | | | 23 860 | | | | 19 650 | | | | 0 | |
| | | | | | | | | | | | | | | | | | | | |
granted | | | | | | | | | | | | | | | | | | | 31 390 | |
vested | | | | | | | | | | | (4 200 | ) | | | | | | | | |
cancelled | | | | | | | | | | | (1 950 | ) | | | (2 890 | ) | | | | |
| | | | | | | | | | | | | | | | | | | | |
as at December 31, 2013 | | | 0 | | | | 20 880 | | | | 17 710 | | | | 16 760 | | | | 31 390 | |
| | | | | | | | | | | | | | | | | | | | |
granted | | | | | | | | | | | | | | | 19 650 | | | | | |
vested | | | | | | | (20 880 | ) | | | | | | | (7 300 | ) | | | | |
cancelled | | | | | | | | | | | | | | | (580 | ) | | | (3 160 | ) |
| | | | | | | | | | | | | | | | | | | | |
as at December 31, 2014 | | | 0 | | | | 0 | | | | 17 710 | | | | 8 880 | | | | 28 230 | |
| | | | | | | | | | | | | | | | | | | | |
39
Note 22 – Net financial debt
| | | | | | | | | | | | | | | | |
| | December 31, | | | January 1, | |
(In thousands of euros) | | 2014 | | | 2013 | | | 2012 | | | 2012 | |
Related party non-current borrowings | | | — | | | | 193 640 | | | | 220 000 | | | | 220 000 | |
Related party current borrowings | | | 160 246 | | | | 89 886 | | | | 194 717 | | | | 192 271 | |
Bank overdrafts | | | 189 | | | | 5 | | | | 8 | | | | 881 | |
| | | | | | | | | | | | | | | | |
Total borrowings | | | 160 435 | | | | 283 531 | | | | 414 725 | | | | 413 151 | |
Cash and cash equivalents (1) | | | 105 400 | | | | 71 296 | | | | 46 769 | | | | 58 347 | |
| | | | | | | | | | | | | | | | |
TOTAL NET FINANCIAL DEBT | | | 55 035 | | | | 212 235 | | | | 367 956 | | | | 354 804 | |
| | | | | | | | | | | | | | | | |
(1) | – Refer to “Note 20 – Cash and cash equivalents”. |
The borrowings are composed of the current accounts towards the Parent or its group.
Depending on the geographical location of the lending entity, and of the local credit market conditions, the current account’s interest rate ranges from 3.5% (as the mostly applied rate for operational fundings, over the period presented) to 7.3% for 2012 or 4.05% for 2013 (for longer time financing).
All carrying amounts of the Group’s borrowings are denominated in euros, with fixed interest rates.
Note 23 – Derivative financial instruments
Not applicable
40
Note 24 – Provisions
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(In thousands of euros) | | January 1, 2012 | | | Reclassification | | | Allowances of the period | | | Write-backs of the period - amounts used | | | Write-backs of the period - amounts unused | | | Change in perimeter | | | Actuarial difference | | | Exchange differences | | | December 31, 2012 | |
Provision for litigation with employees | | | 200 | | | | — | | | | 122 | | | | — | | | | 0 | | | | | | | | | | | | — | | | | 322 | |
Other provisions(1) | | | 23 | | | | — | | | | 4 | | | | — | | | | — | | | | | | | | | | | | (1 | ) | | | 25 | |
Provisions for restructuring | | | 2 822 | | | | 2 490 | | | | — | | | | (2 749 | ) | | | (357 | ) | | | | | | | | | | | (38 | ) | | | 2 168 | |
Other provisions for expenses | | | 914 | | | | — | | | | 206 | | | | (61 | ) | | | — | | | | 18 | | | | | | | | (3 | ) | | | 1 075 | |
CURRENT PROVISIONS | | | 3 959 | | | | 2 490 | | | | 332 | | | | (2 810 | ) | | | (357 | ) | | | 18 | | | | | | | | (41 | ) | | | 3 591 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Provisions for restructuring | | | 5 524 | | | | (2 490 | ) | | | 482 | | | | (150 | ) | | | (285 | ) | | | | | | | | | | | (29 | ) | | | 3 052 | |
Employee-related provisions | | | 42 | | | | | | | | | | | | | | | | | | | | | | | | | | | | (2 | ) | | | 40 | |
Post-employment benefits | | | 7 449 | | | | — | | | | 963 | | | | (52 | ) | | | (123 | ) | | | | | | | 1 871 | | | | 10 | | | | 10 118 | |
Provisions for litigation | | | 70 | | | | — | | | | 22 | | | | | | | | — | | | | | | | | | | | | (3 | ) | | | 89 | |
Other provisions for risks | | | 120 | | | | — | | | | — | | | | | | | | — | | | | | | | | | | | | 5 | | | | 124 | |
Other provisions for expenses | | | 179 | | | | | | | | 6 | | | | (17 | ) | | | — | | | | | | | | | | | | — | | | | 168 | |
NON-CURRENT PROVISIONS | | | 13 384 | | | | (2 490 | ) | | | 1 474 | | | | (219 | ) | | | (408 | ) | | | 0 | | | | 1 871 | | | | (20 | ) | | | 13 592 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL CURRENT AND NON-CURRENT PROVISIONS | | | 17 343 | | | | 0 | | | | 1 806 | | | | (3 029 | ) | | | (765 | ) | | | 18 | | | | 1 871 | | | | (62 | ) | | | 17 182 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(In thousands of euros) | | December 31, 2012 | | | Reclassification | | | Allowances of the period | | | Write-backs of the period - amounts used | | | Write-backs of the period - amounts unused | | | Change in perimeter | | | Actuarial difference | | | Exchange differences | | | December 31, 2013 | |
Provision for litigation with employees | | | 322 | | | | — | | | | 221 | | | | (192 | ) | | | (94 | ) | | | | | | | | | | | — | | | | 257 | |
Other provisions(1) | | | 25 | | | | — | | | | 3 | | | | — | | | | — | | | | | | | | | | | | (3 | ) | | | 25 | |
Provisions for restructuring | | | 2 168 | | | | 2 109 | | | | — | | | | (2 156 | ) | | | (52 | ) | | | | | | | | | | | (91 | ) | | | 1 978 | |
Other provisions for expenses | | | 1 075 | | | | — | | | | 168 | | | | (80 | ) | | | — | | | | | | | | | | | | (4 | ) | | | 1 158 | |
CURRENT PROVISIONS | | | 3 591 | | | | 2 109 | | | | 392 | | | | (2 428 | ) | | | (147 | ) | | | 0 | | | | 0 | | | | (98 | ) | | | 3 419 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Provisions for restructuring | | | 3 052 | | | | (2 109 | ) | | | 448 | | | | (140 | ) | | | (435 | ) | | | | | | | | | | | (52 | ) | | | 764 | |
Employee-related provisions | | | 40 | | | | — | | | | — | | | | (38 | ) | | | — | | | | | | | | | | | | (2 | ) | | | 0 | |
Post-employment benefits | | | 10 118 | | | | — | | | | 1 549 | | | | (413 | ) | | | (466 | ) | | | | | | | (1 438 | ) | | | (54 | ) | | | 9 296 | |
Provisions for litigation | | | 89 | | | | — | | | | 11 | | | | (20 | ) | | | (43 | ) | | | | | | | | | | | (4 | ) | | | 33 | |
Other provisions for risks | | | 124 | | | | — | | | | | | | | (95 | ) | | | — | | | | | | | | | | | | (1 | ) | | | 28 | |
Other provisions for expenses | | | 168 | | | | — | | | | 16 | | | | (2 | ) | | | (25 | ) | | | | | | | | | | | — | | | | 156 | |
NON-CURRENT PROVISIONS | | | 13 592 | | | | (2 109 | ) | | | 2 023 | | | | (708 | ) | | | (970 | ) | | | 0 | | | | (1 438 | ) | | | (113 | ) | | | 10 278 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL CURRENT AND NON-CURRENT PROVISIONS | | | 17 182 | | | | 0 | | | | 2 414 | | | | (3 136 | ) | | | (1 116 | ) | | | 0 | | | | (1 438 | ) | | | (211 | ) | | | 13 696 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(In thousands of euros) | | December 31, 2013 | | | Reclassification | | | Allowances of the period | | | Write-backs of the period - amounts used | | | Write-backs of the period - amounts unused | | | Change in perimeter | | | Actuarial difference | | | Exchange differences | | | December 31, 2014 | |
Provision for litigation with employees | | | 257 | | | | | | | | 174 | | | | (63 | ) | | | (10 | ) | | | 0 | | | | | | | | | | | | 358 | |
Other provisions(1) | | | 25 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 0 | | | | 25 | |
Provisions for restructuring | | | 1 978 | | | | 1 246 | | | | | | | | (1 903 | ) | | | (219 | ) | | | | | | | | | | | 184 | | | | 1 286 | |
Other provisions for expenses | | | 1 158 | | | | (1 127 | ) | | | | | | | | | | | | | | | | | | | | | | | 3 | | | | 35 | |
CURRENT PROVISIONS | | | 3 419 | | | | 119 | | | | 174 | | | | (1 966 | ) | | | (229 | ) | | | 0 | | | | 0 | | | | 187 | | | | 1 704 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Provisions for restructuring | | | 764 | | | | (1 246 | ) | | | 505 | | | | (48 | ) | | | | | | | | | | | | | | | 25 | | | | 0 | |
Employee-related provisions | | | 0 | | | | | | | | 110 | | | | | | | | | | | | | | | | | | | | | | | | 110 | |
Post-employment benefits | | | 9 296 | | | | 4 531 | | | | 1 553 | | | | (410 | ) | | | — | | | | | | | | (202 | ) | | | 56 | | | | 14 824 | |
Provisions for litigation | | | 33 | | | | | | | | 1 | | | | (5 | ) | | | (9 | ) | | | | | | | | | | | (1 | ) | | | 20 | |
Other provisions for risks | | | 28 | | | | | | | | | | | | | | | | (18 | ) | | | | | | | | | | | 1 | | | | 12 | |
Other provisions for expenses | | | 156 | | | | | | | | | | | | (7 | ) | | | (149 | ) | | | | | | | | | | | | | | | 0 | |
NON-CURRENT PROVISIONS | | | 10 278 | | | | 3 285 | | | | 2 170 | | | | (470 | ) | | | (177 | ) | | | 0 | | | | (202 | ) | | | 82 | | | | 14 966 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL CURRENT AND NON- CURRENT PROVISIONS | | | 13 696 | | | | 3 404 | | | | 2 344 | | | | (2 436 | ) | | | (405 | ) | | | 0 | | | | (202 | ) | | | 269 | | | | 16 670 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Provisions for customers, suppliers and tax risk |
Detailed information on post-employment benefits are disclosed in Note 25 – Post-employment benefits. The amounts involved are insignificant if taken individually.
41
Note 25 – Post-employment benefits
When employees retire, they receive retirement compensation as defined in the collective bargaining agreements.
The Group decided to apply the option under IAS 19 as amended, which allows the actuarial gains and losses relating to changes in assumptions occurring in calculating liabilities to be accounted for directly in equity.
| | | | | | | | | | | | | | |
Demographic assumptions | | Mortality | | | Insee H/F 2009-2011 Table | |
| | Mobility | | | 7.5% per annum up to the age of 35 | |
| | | | | 3.5% up to 45 years of age | |
| | | | | 1.8% up to 50 years of age | |
| | | | | 0.9% 51 years and over | |
Retirement age | | | | | Voluntary retirement at 65 years of age | |
Sensitivity to the discount rate | | | | | 1.64 | % | | | 1.89 | % | | | 2.14 | % |
The Group applies the collective bargaining agreements which are the most relevant in each country for its business. In France, the mostly applied collective bargaining agreements are the following:
| • | | National collective bargaining agreement for the pharmaceutical industry; |
| • | | Syntec national collective bargaining agreement; |
The amounts recognised in the combined balance sheet are determined as follows :
| | | | | | | | | | | | | | | | |
| | December 31, | | | January 1, | |
(In thousands of euros) | | 2014 | | | 2013 | | | 2012 | | | 2012 | |
Present value of funded obligations | | | | | | | | | | | | | | | | |
Unrecognized prior service cost | | | | | | | — | | | | — | | | | — | |
Fair value of plan assets | | | | | | | — | | | | — | | | | — | |
Deficit of funded plans | | | 0 | | | | 0 | | | | 0 | | | | | |
Present value of unfunded obligations | | | 14 824 | | | | 9 296 | | | | 10 118 | | | | 7 449 | |
TOTAL LIABILITY IN THE BALANCE SHEET | | | 14 824 | | | | 9 296 | | | | 10 118 | | | | 7 449 | |
42
The defined benefit obligation and plan assets are composed as follows:
| | | | | | | | | | | | |
(In thousands of euros) | | Present value of obligations | | | Fair value of plan assets | | | Total | |
At January 1, 2012 | | | 7 449 | | | | | | | | 7 449 | |
(Income)/expense : | | | | | | | | | | | | |
Current service cost | | | 603 | | | | | | | | 603 | |
Interest expense / (income) | | | 291 | | | | | | | | 291 | |
| | | | | | | | | | | | |
Total | | | 895 | | | | 0 | | | | 895 | |
Remeasurements : | | | | | | | | | | | | |
-Return on plan assets, excluding amounts included in interest | | | — | | | | | | | | 0 | |
-Gains from change in demographic ass u | | | (21 | ) | | | | | | | (21 | ) |
-Loss from change in financial assumpti o | | | 2 197 | | | | | | | | 2 197 | |
-Experience gains | | | (308 | ) | | | | | | | (308 | ) |
| | | | | | | | | | | | |
Total | | | 1 867 | | | | 0 | | | | 1 867 | |
Payments : | | | | | | | | | | | | |
-Employer contributions | | | — | | | | — | | | | 0 | |
-Plan participant contributions | | | — | | | | — | | | | 0 | |
-Benefits payments | | | (99 | ) | | | — | | | | (99 | ) |
| | | | | | | | | | | | |
Total | | | (99 | ) | | | 0 | | | | (99 | ) |
Exchange differences | | | — | | | | — | | | | | |
Acquired in a business combination | | | 7 | | | | — | | | | 7 | |
Reclassification | | | | | | | — | | | | 0 | |
AT DECEMBER 31, 2012 | | | 10 118 | | | | | | | | 10 118 | |
| | | | | | | | | | | | |
(Income)/expense : | | | | | | | | | | | | |
Current service cost | | | 885 | | | | — | | | | 885 | |
Interest expense / (income) | | | 256 | | | | — | | | | 256 | |
| | | | | | | | | | | | |
Total | | | 1 140 | | | | — | | | | 1 140 | |
Remeasurements : | | | | | | | | | | | | |
amounts included in interest expense/(income) | | | — | | | | | | | | 0 | |
-Gains from change in demographic ass u | | | (464 | ) | | | | | | | (464 | ) |
-Gains from change in financial assumpt | | | (736 | ) | | | | | | | (736 | ) |
-Experience gains | | | (285 | ) | | | | | | | (285 | ) |
| | | | | | | | | | | | |
Total | | | (1 485 | ) | | | 0 | | | | (1 485 | ) |
Payments : | | | | | | | | | | | | |
-Employer contributions | | | — | | | | — | | | | — | |
-Plan participant contributions | | | — | | | | — | | | | — | |
-Benefits payments | | | (428 | ) | | | — | | | | (428 | ) |
| | | | | | | | | | | | |
Total | | | (428 | ) | | | — | | | | (428 | ) |
Exchange differences | | | (50 | ) | | | — | | | | (50 | ) |
Acquired in a business combination | | | — | | | | — | | | | — | |
Reclassification | | | | | | | — | | | | — | |
AT DECEMBER 31, 2013 | | | 9 296 | | | | 0 | | | | 9 296 | |
43
| | | | | | | | | | | | |
(In thousands of euros) | | Present value of obligations | | | Fair value of plan assets | | | Total | |
(Income)/expense : | | | | | | | | | | | | |
Current service cost | | | 1 132 | | | | — | | | | 1 132 | |
Interest expense / (income) | | | 421 | | | | — | | | | 421 | |
| | | | | | | | | | | | |
Total | | | 1 553 | | | | — | | | | 1 553 | |
Remeasurements : | | | | | | | | | | | | |
amounts included in interest expense/(income) | | | — | | | | | | | | 0 | |
-Gains from change in demographic ass u | | | 1 704 | | | | | | | | 1 704 | |
-Gains from change in financial assumpt | | | (1 220 | ) | | | | | | | (1 220 | ) |
-Experience gains | | | (686 | ) | | | | | | | (686 | ) |
| | | | | | | | | | | | |
Total | | | (202 | ) | | | 0 | | | | (202 | ) |
Payments : | | | | | | | | | | | | |
-Employer contributions | | | — | | | | — | | | | — | |
-Plan participant contributions | | | — | | | | — | | | | — | |
-Benefits payments | | | (410 | ) | | | — | | | | (410 | ) |
| | | | | | | | | | | | |
Total | | | (410 | ) | | | — | | | | (410 | ) |
Exchange differences | | | 56 | | | | — | | | | 56 | |
Acquired in a business combination | | | — | | | | — | | | | — | |
Reclassification | | | 4 531 | | | | — | | | | — | |
AT DECEMBER 31, 2014 | | | 14 824 | | | | 0 | | | | 14 824 | |
The significant actuarial assumptions were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | January 1, | |
(In thousands of euros) | | 2014 | | | 2013 | | | 2012 | | | 2012 | |
| | France | | | Other countries | | | France | | | Other countries | | | France | | | Other countries | | | France | | | Other countries | |
Present value of obligation | | | 9 289 | | | | 5 535 | | | | 8 713 | | | | 583 | | | | 9 472 | | | | 646 | | | | 6 792 | | | | 657 | |
Fair value of plan assets | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 9 289 | | | | 5 535 | | | | 8 713 | | | | 583 | | | | 9 472 | | | | 646 | | | | 6 792 | | | | 657 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | January 1, | |
| | 2014 | | 2013 | | | 2012 | | | 2012 | |
| | France | | France | | | France | | | France | |
Net discount rate (*) | | 1,89% | | | 3,17 | % | | | 2,70 | % | | | 4,70 | % |
Wage increases (including inflation) | | 1,40% | | | 1,70 | % | | | 1,70 | % | | | 1,70 | % |
(*) | The discount rate applied for 2014 is 1.89% (Iboxx corporate rate +10 years restated of the two deteriorations of January 2) versus 3.17% in 2013 and 2.7% in 2012. |
44
Note 26 – Other liabilities
| | | | | | | | | | | | | | | | |
| | December 31, | | | January 1, | |
(In thousands of euros) | | 2014 | | | 2013 | | | 2012 | | | 2012 | |
account | | | 166 | | | | 382 | | | | 178 | | | | 157 | |
Clients – Credits to be established | | | 588 | | | | 455 | | | | 248 | | | | 1 149 | |
Miscellaneous payables(1) | | | 60 804 | | | | 33 818 | | | | 15 338 | | | | 18 356 | |
Other liabilities | | | 61 391 | | | | 34 273 | | | | 15 586 | | | | 19 505 | |
Debts on acquisition of assets | | | 580 | | | | 14 | | | | 223 | | | | 9 375 | |
Dividends payable | | | 0 | | | | 1 | | | | | | | | | |
Deferred income | | | 11 393 | | | | 12 120 | | | | 11 368 | | | | 15 877 | |
CURRENT OTHER LIABILITIES | | | 73 530 | | | | 46 789 | | | | 27 355 | | | | 44 914 | |
| | | | | | | | | | | | | | | | |
Miscellaneous payables | | | 1 458 | | | | 1 722 | | | | 2 523 | | | | 3 188 | |
Other liabilities | | | 1 458 | | | | 1 722 | | | | 2 523 | | | | 3 188 | |
Debts on acquisition of assets | | | — | | | | 580 | | | | 580 | | | | | |
NON-CURRENT OTHER LIABILITIES | | | 1 458 | | | | 2 302 | | | | 3 103 | | | | 3 188 | |
| | | | | | | | | | | | | | | | |
TOTAL OTHER LIABILITIES | | | 74 988 | | | | 49 091 | | | | 30 457 | | | | 48 101 | |
| | | | | | | | | | | | | | | | |
(1) | Opus is a co-pay card service for patients, pre-funded by the pharmaceutical companies |
Note 27 – Trade and other payables
| | | | | | | | | | | | | | | | |
| | December 31, | | | January 1, | |
(In thousands of euros) | | 2014 | | | 2013 | | | 2012 | | | 2012 | |
Trade payables - third parties | | | 24 481 | | | | 27 594 | | | | 29 267 | | | | 29 819 | |
Amounts due to related parties | | | 6 135 | | | | 8 998 | | | | 7 705 | | | | 6 949 | |
TRADE PAYABLES | | | 30 616 | | | | 36 592 | | | | 36 972 | | | | 36 768 | |
45
Note 28 – Leases
Operating lease commitments – Group as a lessee
The Group leases various offices, IT equipment, photocopiers and vehicles under operating lease agreements. Real-estate leases are renewable every three-six-nine years.
The lease rental expenses were 29 million euros for the years ended at December 31, 2014 and 2013, and 33 million euros for the year ended at December 31, 2012.
The future aggregate minimum lease payments (contractual and discounted) under non-cancellable operating leases are as follows:
| | | | | | | | | | | | |
| | December 31, | |
(In thousands of euros) | | 2014 | | | 2013 | | | 2012 | |
Minimum lease payments | | | | | | | | | | | | |
Within one year | | | 16 001 | | | | 16 782 | | | | 19 421 | |
Between 1 and 5 years | | | 19 548 | | | | 24 704 | | | | 30 366 | |
More than 5 years | | | 1 081 | | | | 1 561 | | | | 3 121 | |
TOTAL MINIMUM LEASE PAYMENTS | | | 36 631 | | | | 43 047 | | | | 52 908 | |
| | | | | | | | | | | | |
Present value of the minimum lease payments | | | 32 162 | | | | 36 946 | | | | 44 163 | |
TOTAL PRESENT VALUE OF THE MINIMUM LEASE | | | | | | | | | | | | |
PAYMENTS | | | 32 162 | | | | 36 946 | | | | 44 163 | |
46
Note 29 – Related Parties
The purpose of the present note is to present the transactions that exist between the Group and its related parties.
Relations with Cegedim SA and Cegedim other subsidiaries(not included in The Group perimeter)
| | | | | | | | | | | | | | | | |
| | December 31, | | | January 1, | |
(In thousands of euros) | | 2014 | | | 2013 | | | 2012 | | | 2012 | |
Long term financial assets | | | 42 188 | | | | 57 693 | | | | 41 924 | | | | 60 317 | |
Trade receivables | | | 4 580 | | | | 2 860 | | | | 3 607 | | | | 2 833 | |
Other receivables | | | 993 | | | | — | | �� | | — | | | | 2 | |
Prepaid expenses | | | 59 | | | | 63 | | | | 1 | | | | 72 | |
| | | | | | | | | | | | | | | | |
Assets | | | 47 819 | | | | 60 615 | | | | 45 533 | | | | 63 224 | |
| | | | | | | | | | | | | | | | |
Trade payables | | | 6 135 | | | | 8 998 | | | | 7 705 | | | | 6 949 | |
Borrowings | | | 160 290 | | | | 283 526 | | | | 414 714 | | | | 412 268 | |
Other liabilities | | | 154 | | | | 188 | | | | 40 | | | | 36 | |
| | | | | | | | | | | | | | | | |
Liabilities | | | 166 579 | | | | 292 711 | | | | 422 458 | | | | 419 253 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
| | Years ended December 31, | |
(In thousands of euros) | | 2014 | | | 2013 | | | 2012 | |
Revenue and other operationg income | | | 16 054 | | | | 19 501 | | | | 20 378 | |
Financial income | | | 513 | | | | 1 121 | | | | 772 | |
| | | | | | | | | | | | |
Income | | | 16 568 | | | | 20 622 | | | | 21 150 | |
External expenses | | | (29 272 | ) | | | (29 072 | ) | | | (31 927 | ) |
Other operating expenses | | | (1 347 | ) | | | (1 487 | ) | | | (991 | ) |
Financial expenses | | | (10 787 | ) | | | (12 554 | ) | | | (24 030 | ) |
| | | | | | | | | | | | |
Expenses | | | (41 407 | ) | | | (43 114 | ) | | | (56 948 | ) |
| | | | | | | | | | | | |
Key management compensation
In compliance with IAS 24, key managers are members of the Board of Directors with the authority and responsibility for planning, managing and controlling the Cegedim Group’s activities as well as any of the Cegedim group’s companies, directly or indirectly. These Directors are sitting on the Parent’s Board and payroll. Thus there is no compensation to report as such for the Group. The Parent’s guidance for the Group is then applied by General Managers who are employed by the Group. These General Managers did not bear equivalent responsibilities as the Cegedim Group’s Board over the years presented, so their compensation will be kept confidential.
47
Note 30 – Financial instruments
Financial instruments by category
| | | | | | | | | | | | | | | | |
As of December 31, 2012 | | | | | | | | | | | | |
(In thousands of euros) | | Loans and receivables | | | Fair value through P&L | | | Derivatives used for hedging | | | Total | |
Assets as per balance sheet | | | | | | | | | | | | | | | | |
Equity investments | | | — | | | | — | | | | — | | | | — | |
Loans | | | 42 056 | | | | | | | | | | | | 42 056 | |
Other long-term financial assets | | | 5 327 | | | | — | | | | — | | | | 5 327 | |
Trade receivables | | | 126 465 | | | | — | | | | — | | | | 126 465 | |
Other receivables (excluding income tax receivables) | | | 5 252 | | | | — | | | | — | | | | 5 252 | |
Cash and cash equivalents | | | 46 769 | | | | — | | | | — | | | | 46 769 | |
TOTAL | | | 225 869 | | | | — | | | | — | | | | 225 869 | |
| | | | | | | | | | | | | | | | |
| | | | |
As of December 31, 2012 | | | | | | | | | | | | |
(In thousands of euros) | | Other financial liabilities at amortized costs | | | Fair value through P&L | | | Derivatives used for hedging | | | Total | |
Liabilities as per balance sheet | | | | | | | | | | | | | | | | |
Borrowings | | | 414 717 | | | | — | | | | — | | | | 414 717 | |
Financial liabilities | | | 1 037 | | | | — | | | | — | | | | 1 037 | |
Derivative financial instruments | | | — | | | | — | | | | — | | | | 0 | |
Trade payables and other payables | | | 36 972 | | | | — | | | | — | | | | 36 972 | |
Tax and social security liabilities (excluding income tax payable) | | | 52 251 | | | | | | | | | | | | 52 251 | |
Other liabilities (excluding deferred income) | | | 19 558 | | | | | | | | | | | | 19 558 | |
TOTAL | | | 524 535 | | | | 0 | | | | 0 | | | | 524 535 | |
| | | | | | | | | | | | | | | | |
| | | | |
As of December 31, 2013 | | | | | | | | | | | | |
(In thousands of euros) | | Loans and receivables | | | Fair value through P&L | | | Derivatives used for hedging | | | Total | |
Assets as per balance sheet | | | | | | | | | | | | | | | | |
Equity investments | | | — | | | | — | | | | — | | | | — | |
Loans | | | 58 705 | | | | | | | | | | | | 58 705 | |
Other long-term financial assets | | | 4 809 | | | | — | | | | — | | | | 4 809 | |
Trade receivables | | | 120 853 | | | | — | | | | — | | | | 120 853 | |
Other receivables (excluding income tax receivables) | | | 5 746 | | | | — | | | | — | | | | 5 746 | |
Cash and cash equivalents | | | 71 296 | | | | — | | | | — | | | | 71 296 | |
TOTAL | | | 261 409 | | | | — | | | | — | | | | 261 409 | |
| | | | | | | | | | | | | | | | |
48
| | | | | | | | | | | | | | | | |
As of December 31, 2013 | | | | | | | | | | | | |
(In thousands of euros) | | Other financial liabilities at amortized costs | | | Fair value through P&L | | | Derivatives used for hedging | | | Total | |
Liabilities as per balance sheet | | | | | | | | | | | | | | | | |
Borrowings | | | 283 526 | | | | — | | | | — | | | | 283 526 | |
Financial liabilities | | | 844 | | | | | | | | | | | | 844 | |
Derivative financial instruments | | | — | | | | — | | | | — | | | | 0 | |
Trade payables and other payables | | | 36 592 | | | | — | | | | — | | | | 36 592 | |
Tax and social security liabilities | | | 49 918 | | | | | | | | | | | | 49 918 | |
(excluding income tax payable) | | | | | | | | | | | | | | | | |
Other liabilities (excluding deferred income) | | | 36 828 | | | | | | | | | | | | 36 828 | |
TOTAL | | | 407 708 | | | | 0 | | | | 0 | | | | 407 708 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
As of December 31, 2014 | | | | | | | | | | | | |
(In thousands of euros) | | Loans and receivables | | | Fair value through P&L | | | Derivatives used for hedging | | | Total | |
Assets as per balance sheet | | | | | | | | | | | | | | | | |
Equity investments | | | — | | | | — | | | | — | | | | — | |
Loans | | | 42 219 | | | | | | | | | | | | 42 219 | |
Other long-term financial assets | | | 4 102 | | | | — | | | | — | | | | 4 102 | |
Trade receivables | | | 129 187 | | | | — | | | | — | | | | 129 187 | |
Other receivables (excluding income tax receivables) | | | 6 615 | | | | — | | | | — | | | | 6 615 | |
Cash and cash equivalents | | | 105 400 | | | | — | | | | — | | | | 105 400 | |
TOTAL | | | 287 523 | | | | — | | | | — | | | | 287 523 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
As of December 31, 2014 | | | | | | | | | | | | |
(In thousands of euros) | | Other financial liabilities at amortized costs | | | Fair value through P&L | | | Derivatives used for hedging | | | Total | |
Liabilities as per balance sheet | | | | | | | | | | | | | | | | |
Borrowings | | | 160 246 | | | | — | | | | — | | | | 160 246 | |
Financial liabilities | | | 826 | | | | | | | | | | | | 826 | |
Derivative financial instruments | | | — | | | | — | | | | — | | | | 0 | |
Trade payables and other payables | | | 30 616 | | | | — | | | | — | | | | 30 616 | |
Tax and social security liabilities (excluding income tax payable) | | | 53 582 | | | | | | | | | | | | 53 582 | |
Other liabilities (excluding deferred income) | | | 63 595 | | | | | | | | | | | | 63 595 | |
TOTAL | | | 308 865 | | | | 0 | | | | 0 | | | | 308 865 | |
| | | | | | | | | | | | | | | | |
49
Note 31 – Legal entities
The following table provides an overview of the Group’s operating subsidiaries.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | December 31, | |
| | | | | | | | 2014 | | | 2013 | | | 2012 | |
Name of subsidiary | | Country | | | City | | | % of control | | | % owned | | | % of control | | | % owned | | | % of control | | | % owned | |
Cegedim Secteur 1 | | | FRANCE | | | | BOULOGNE | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Amix | | | FRANCE | | | | MONTARGIS | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
C D S - Centre de Services | | | FRANCE | | | | BOULOGNE | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim support Montargis | | | FRANCE | | | | AMILLY | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | — | | | | — | |
CSD France | | | FRANCE | | | | BOULOGNE | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Icomed | | | FRANCE | | | | BOULOGNE | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Reportive | | | FRANCE | | | | BOULOGNE | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Primeum Cegedim | | | FRANCE | | | | PARIS | | | | 50 | % | | | 50 | % | | | 50 | % | | | 50 | % | | | 50 | % | | | 50 | % |
Rosenwald (TOA to Cegedim SA the 01/01/2013) | | | FRANCE | | | | BOULOGNE | | | | — | | | | — | | | | — | | | | — | | | | 100 | % | | | 100 | % |
Cegedim algérie | | | ALGERIA | | | | ALGER | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Strategic Data Argentina | | | ARGENTINA | | | | BUENOS AIRES | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Australia Pty. Ltd | | | AUSTRALIA | | | | PYMBLE | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Strategic Data Australia Pty Ltd | | | AUSTRALIA | | | | CHIPPENDALE | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Gmbh | | | AUSTRIA | | | | VIENNA | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Strategic Data Belgium | | | BELGIUM | | | | DROGENBOS | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Icomed Belgium | | | BELGIUM | | | | DROGENBOS | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Do Brasil | | | BRAZIL | | | | SAO PAULO | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Canada Ltd | | | CANADA | | | | SCARBOROUGH | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Strategic Canada (liquidated the 07/04/2012) | | | CANADA | | | | MONTREAL | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Cegedim China | | | CHINA | | | | SHANGHAI | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Strategic Data (China) Co., Ltd | | | CHINA | | | | SHANGHAI | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Colombia Ltda | | | COLOMBIA | | | | BOGOTA | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Ms Centroamerica y el Caraibe, SA | | | COSTA RICA | | | | HEREDIA | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim CZ Sro | | | CZECH REPUBLIC | | | | PRAGUE | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Denmark AS | | | DENMARK | | | | SOBORG | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Ecuador (liquidated the 10/04/2013) | | | ECUADOR | | | | QUITO | | | | — | | | | — | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Trends L.L.C | | | EGYPT | | | | CAIRO | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Finland | | | FINLAND | | | | ESPOO | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Deutschland MBH | | | GERMANY | | | | BENSHEIM | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Holding Gmbh | | | GERMANY | | | | BENSHEIM | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Strategic Data Gmbh | | | GERMANY | | | | BENSHEIM | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Medimed GMBH | | | GERMANY | | | | BENSHEIM | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Schwarzeck Verlag Gmbh | | | GERMANY | | | | MUNICH | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Strategic Data Medical Research Ltd | | | GREAT BRITAIN | | | | CHERTSEY SURREY | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Strategic Data UK Limited | | | GREAT BRITAIN | | | | CHERTSEY SURREY | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim UK Ltd | | | GREAT BRITAIN | | | | CHERTSEY SURREY | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Hospital Marketing Services Ltd | | | GREAT BRITAIN | | | | EASTLEIGH | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Infopharm Ltd | | | GREAT BRITAIN | | | | CHERTSEY SURREY | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Hellas | | | GREECE | | | | ATHENS | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Centroamerica y el caraibe (liquidated the 06/30/2014) | | | GUATEMALA | | | | GUATEMALA | | | | — | | | | — | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Computer Technics Development and Trading Co. Ltd | | | HUNGARY | | | | BUDAPEST | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim India Private Limited | | | INDIA | | | | MUMBAI | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Software India Private Limited | | | INDIA | | | | BANGALORE | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Intercam LTD | | | IRLANDE | | | | DUBLIN | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
50
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | December 31, | |
| | | | | | | | 2014 | | | 2013 | | | 2012 | |
Name of subsidiary | | Country | | | City | | | % of control | | | % owned | | | % of control | | | % owned | | | % of control | | | % owned | |
Cegedim Italia | | | ITALY | | | | MILAN | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Strategic Data Italia | | | ITALY | | | | MILAN | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Strategic Data Medical Research S.R.L | | | ITALY | | | | MILAN | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Longimetrica | | | ITALY | | | | MILAN | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim KK | | | JAPAN | | | | OSAKA | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Strategic Data KK | | | JAPAN | | | | OSAKA | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Kazakhstan | | | KAZAKHSTAN | | | | ALMATY | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | — | | | | — | |
Cegedim Malaysia Sdn (liquidated the 06/30/2014) | | | MALAYSIA | | | | KUALA LUMPUR | | | | — | | | | — | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Mexico | | | MEXICO | | | | MEXICO CITY | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Netherland | | | NETHERLANDS | | | | NAARDEN | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim New Zealand Ltd | | | NEW ZEALAND | | | | AUCKLAND | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Norway AS | | | NORWAY | | | | OSLO | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Camm Eastern Europe (liquidated the 09/06/2013) | | | POLAND | | | | WARSAW | | | | — | | | | — | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Group Poland | | | POLAND | | | | WARSAW | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Portugal | | | PORTUGAL | | | | PORTO SALVO | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Romania SRL | | | ROMANIA | | | | BUCHAREST | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim LLC | | | RUSSIA | | | | MOSCOU | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Institute Of Medical Communication | | | RUSSIA | | | | MOSCOW | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Asia Pacific Pte Ltd | | | SINGAPORE | | | | SINGAPORE | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Sk Sro | | | SLOVAKIA | | | | BRATISLAVA | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Korea Ltd | | | SOUTH KOREA | | | | SEOUL | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Strategic Data Korea | | | SOUTH KOREA | | | | SEOUL | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Hispania | | | SPAIN | | | | MADRID | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Strategic Data Espana | | | SPAIN | | | | MADRID | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim AB | | | SWEDEN | | | | STOCKHOLM | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Sweden AB | | | SWEDEN | | | | STOCKHOLM | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Nordisk Medicin Information AB | | | SWEDEN | | | | STOCKHOLM | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Switzerland | | | SWITZERLAND | | | | ZURICH | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Taiwan Co Ltd | | | TAIWAN | | | | TAIPEI | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Tunisie (TOA to Gers Maghreb the 01/01/2014) | | | TUNISIA | | | | TUNIS | | | | — | | | | — | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Gers Maghreb | | | TUNISIA | | | | TUNIS | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Bilisim AS | | | TURKEY | | | | ISTANBUL | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Ukraine LLC | | | UKRAINE | | | | KIEV | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Strategic Data USA LLC | | | USA | | | | JERSEY CITY | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim USA | | | USA | | | | BEDMINSTER | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim INC | | | USA | | | | BEDMINSTER | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
SK&A Information Sysytem | | | USA | | | | IRVINE | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
Cegedim Venezuela | | | VENEZUELA | | | | CARACAS | | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
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