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Exhibit 99.1
Meetic
Audited Consolidated Financial Statements as of December 31, 2010 and 2009 and
for the years ended December 31, 2010 and 2009
INDEX
| | | | |
Contents
| | Page | |
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Independent auditors' report | | | A-3 | |
Consolidated statements of income | | | A-4 | |
Consolidated statements of comprehensive income | | | A-5 | |
Consolidated statements of financial position | | | A-6 | |
Consolidated statements of changes in equity | | | A-7 | |
Consolidated statements of cash flows | | | A-8 | |
Notes to the consolidated financial statements | | | A-9 | |
Consolidated Financial Statements
For the years ended 31 December 2010 and 2009
A-2
Independent Auditors' Report
The Board of Directors
Meetic S.A.
We have audited the accompanying consolidated statements of financial position of Meetic S.A. and subsidiaries (the Company) as of December 31, 2010 and 2009 and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated 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 includes consideration of internal control over financial reporting as a basis for designing 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 over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2010 and 2009, and the consolidated results of its operations and its cash flows for the years then ended in conformity with International Financial Reporting Standards as adopted by the European Union and in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
As discussed in Note 2.2 to the consolidated financial statements, the Company has elected to change its method of accounting with respect to the classification of the Assessment on Added Value ("Cotisation sur la Valeur Ajoutée") as income tax.
| | |
| | KPMG Audit Department of KPMG S.A. |
| | Jean-Pierre Valensi |
October 14, 2011
A-3
Consolidated Statements of Income
| | | | | | | | | | | |
(In thousands of euros) | | Note | | 31.12.2010 | | 31.12.2009 | |
---|
Revenue | | | | | | 185 993 | | | 157 884 | |
Other revenue | | | | | | 286 | | | 606 | |
Purchase and external costs | | | 5 | | | (119 095 | ) | | (92 518 | ) |
Taxes, duties and similar payment | | | 6 | | | (696 | ) | | (1 869 | ) |
Employee costs | | | 7 | | | (27 946 | ) | | (26 754 | ) |
Other expenses | | | | | | (217 | ) | | (14 | ) |
Operating Income (loss) before depreciation and amortization | | | | | | 38 325 | | | 37 335 | |
| | | | | | | | |
Depreciation and amortization | | | 8 | | | (4 157 | ) | | (3 065 | ) |
Operating Income (loss) | | | | | | 34 168 | | | 34 270 | |
| | | | | | | | |
Financial income | | | | | | 1 073 | | | 676 | |
Financial costs | | | | | | (1 343 | ) | | (1 031 | ) |
Financial Income (loss) | | | 10 | | | (270 | ) | | (355 | ) |
| | | | | | | | |
Pre-tax Income | | | | | | 33 898 | | | 33 915 | |
| | | | | | | | |
Income tax | | | 9 | | | (13 020 | ) | | (11 593 | ) |
Share in the net income of associates | | | 16 | | | 998 | | | — | |
| | | | | | | | |
Net Income from Continuing Operations | | | | | | 21 876 | | | 22 322 | |
Net Income from Discontinued Operations | | | 11 | | | 2 314 | | | (2 662 | ) |
| | | | | | | | |
Net Income (loss) for the period | | | | | | 24 190 | | | 19 660 | |
| | | | | | | | |
Out of which part attributable to: | | | | | | | | | | |
| Owners of the parent of the Group | | | | | | 24 190 | | | 19 660 | |
| Non-controlling interests | | | | | | — | | | — | |
Earnings per share attributable to Owners of the parent of the Group: | | | | | | | | | | |
| Basic earnings per share from continuing operations | | | | | | 0,96 | | | 0,98 | |
| Diluted earnings per share from continuing operations | | | | | | 0,93 | | | 0,97 | |
| Basic earnings per share from discontinued operations | | | | | | 0,10 | | | (0,12 | ) |
| Diluted earnings per share from discontinued operations | | | | | | 0,10 | | | (0,12 | ) |
| Basic earnings per share | | | | | | 1,06 | | | 0,87 | |
| Diluted earnings per share | | | | | | 1,03 | | | 0,85 | |
A-4
Consolidated Statements of Comprehensive Income
| | | | | | | |
(In thousands of euros) | | 31.12.2010 | | 31.12.2009 | |
---|
Net Income (loss) for the period | | | 24 190 | | | 19 660 | |
| | | | | |
of which attributable to the Group | | | 24 190 | | | 19 660 | |
Changes in reserves for currency translation adjustment related to discontinued operations | | | — | | | 6 485 | |
Changes in reserves for currency translation adjustment | | | 8 451 | | | 4 348 | |
Portion of currency translation adjustment transferred to income | | | (841 | ) | | (211 | ) |
Tax effects | | | — | | | — | |
| | | | | |
Other Comprehensive Income, Net of related tax effects | | | 7 610 | | | 10 622 | |
| | | | | |
Total Comprehensive Income | | | 31 800 | | | 30 282 | |
| | | | | |
of which attributable to the Group | | | 31 800 | | | 30 282 | |
| | | | | |
A-5
Consolidated Statements of Financial Position
| | | | | | | | | | |
(In thousands of euros) | | Note | | 31.12.2010 | | 31.12.2009 | |
---|
ASSETS | | | | | | | | | | |
Goodwill | | | 13 | | | 197 960 | | | 190 262 | |
Other intangible assets | | | 14 | | | 23 945 | | | 24 706 | |
Property, plant and equipment | | | 15 | | | 3 107 | | | 2 517 | |
Investments in associates | | | 16 | | | 22 631 | | | — | |
Other non-current assets | | | 17 | | | 7 884 | | | 5 875 | |
Deferred tax assets | | | 27 | | | — | | | 562 | |
Total fixed assets | | | | | | 255 527 | | | 223 922 | |
| | | | | | | | |
Trade receivables and other debtors | | | 18 | | | 9 564 | | | 8 270 | |
Other receivables | | | 19 | | | 2 975 | | | 2 511 | |
Tax asset | | | | | | — | | | 1 565 | |
Prepaid expenses | | | 20 | | | 3 502 | | | 5 235 | |
Cash and cash equivalents | | | 21 | | | 40 556 | | | 44 158 | |
Assets held for sale | | | 11 | | | — | | | 30 643 | |
Total current assets | | | | | | 56 597 | | | 92 382 | |
| | | | | | | | |
TOTAL ASSETS | | | | | | 312 124 | | | 316 304 | |
| | | | | | | | |
EQUITY AND LIABILITIES | | | | | | | | | | |
Share capital | | | | | | 2 283 | | | 2 270 | |
Issue, merger, contribution premiums | | | | | | 193 430 | | | 197 089 | |
Reserves and retained earnings | | | | | | 20 827 | | | 21 333 | |
Net income (loss) for the period | | | | | | 24 190 | | | 19 660 | |
Total shareholders' equity | | | 22 | | | 240 730 | | | 240 352 | |
| | | | | | | | |
Long term borrowings and financial indebtedness | | | 24 | | | 2 139 | | | 3 601 | |
Deferred tax liabilities | | | 27 | | | 6 070 | | | 5 732 | |
Other non-current liabilities | | | | | | 30 | | | — | |
Total non-current liabilities | | | | | | 8 239 | | | 9 333 | |
| | | | | | | | |
Provisions | | | 23 | | | 142 | | | 316 | |
Short term borrowings and financial indebtedness | | | 24 | | | 1 762 | | | 348 | |
Trade payables and other creditors | | | | | | 19 116 | | | 25 170 | |
Tax liability | | | | | | 5 529 | | | 3 527 | |
Tax and health insurance/social security liabilities | | | 25 | | | 8 782 | | | 8 197 | |
Other liabilities | | | | | | 954 | | | 304 | |
Pre-paid revenue | | | 26 | | | 26 870 | | | 23 326 | |
Liabilities held for sale | | | 11 | | | — | | | 5 431 | |
Total current liabilities | | | | | | 63 155 | | | 66 619 | |
| | | | | | | | |
Total liabilities | | | | | | 71 394 | | | 75 952 | |
| | | | | | | | |
TOTAL LIABILITIES AND EQUITY | | | | | | 312 124 | | | 316 304 | |
| | | | | | | | |
A-6
Consolidated Statements of Changes in Equity
| | | | | | | | | | | | | | | | | | | | | | |
(In thousands of euros) | | Share capital | | Issue Premium (including costs of IPO charged to issue premium net of taxes) | | Currency Translation Adjustments | | Treasury shares | | Retained earnings | | Equity attributable to the owners of the Parent Company | | Total Equity | |
---|
31 December 2008 | | | 1 661 | | | 88 317 | | | (20 854 | ) | | (642 | ) | | 28 461 | | | 96 943 | | | 96 943 | |
| | | | | | | | | | | | | | | |
Net Income | | | — | | | — | | | — | | | — | | | 19 660 | | | 19 660 | | | 19 660 | |
Changes in reserves for currency translation adjustment, net of tax effects | | | — | | | — | | | 10 833 | | | — | | | — | | | 10 833 | | | 10 833 | |
Reclassification of currency translation adjustment to income, net of tax effects | | | — | | | — | | | (211 | ) | | — | | | — | | | (211 | ) | | (211 | ) |
Other Comprehensive Income | | | — | | | — | | | 10 622 | | | — | | | — | | | 10 622 | | | 10 622 | |
Comprehensive Income | | | — | | | — | | | 10 622 | | | — | | | 19 660 | | | 30 282 | | | 30 282 | |
| | | | | | | | | | | | | | | |
Capital increase | | | 609 | | | 108 772 | | | — | | | — | | | — | | | 109 381 | | | 109 381 | |
Share based payments | | | — | | | — | | | — | | | — | | | 3 645 | | | 3 645 | | | 3 645 | |
Treasury shares | | | — | | | — | | | — | | | 346 | | | (245 | ) | | 101 | | | 101 | |
Transactions with owners | | | 609 | | | 108 772 | | | — | | | 346 | | | 3 400 | | | 113 127 | | | 113 127 | |
| | | | | | | | | | | | | | | |
31 December 2009 | | | 2 270 | | | 197 089 | | | (10 232 | ) | | (296 | ) | | 51 521 | | | 240 352 | | | 240 352 | |
| | | | | | | | | | | | | | | |
Net Income | | | — | | | — | | | — | | | — | | | 24 190 | | | 24 190 | | | 24 190 | |
Changes in reserves for currency translation adjustment, net of tax effects | | | — | | | — | | | 8 451 | | | — | | | — | | | 8 451 | | | 8 451 | |
Reclassification of currency translation adjustment to income, net of tax effects | | | — | | | — | | | (841 | ) | | — | | | — | | | (841 | ) | | (841 | ) |
Other Comprehensive Income | | | — | | | — | | | 7 610 | | | — | | | — | | | 7 610 | | | 7 610 | |
Comprehensive Income | | | — | | | — | | | 7 610 | | | — | | | 24 190 | | | 31 800 | | | 31 800 | |
| | | | | | | | | | | | | | | |
Capital increase | | | 13 | | | (10 | ) | | — | | | — | | | — | | | 3 | | | 3 | |
Dividends | | | — | | | (3 649 | ) | | — | | | — | | | (30 559 | ) | | (34 208 | ) | | (34 208 | ) |
Share based payments | | | — | | | — | | | — | | | — | | | 2 707 | | | 2 707 | | | 2 707 | |
| | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Treasury shares | | | — | | | — | | | — | | | 77 | | | — | | | 77 | | | 77 | |
Transactions with owners | | | 13 | | | (3 659 | ) | | — | | | 77 | | | (27 852 | ) | | (31 421 | ) | | (31 421 | ) |
| | | | | | | | | | | | | | | |
31 December 2010 | | | 2 283 | | | 193 430 | | | (2 623 | ) | | (219 | ) | | 47 859 | | | 240 730 | | | 240 730 | |
| | | | | | | | | | | | | | | |
A-7
Consolidated Statements of Cash Flows
| | | | | | | |
(In thousands of euros) | | 31.12.2010 | | 31.12.2009 | |
---|
Net income for the period | | | 24 190 | | | 19 660 | |
Including Net Income from Discontinued Operations | | | 2 314 | | | (2 662 | ) |
Including Net Income from Continuing Operations | | | 21 876 | | | 22 322 | |
Adjustments: | | | | | | | |
Depreciation and amortization | | | 4 116 | | | 3 065 | |
Share-based payments | | | 2 904 | | | 3 574 | |
Share in the net income of associates | | | (998 | ) | | — | |
Operating Cash Flow from Continuing Operations after Finance Costs and Income Tax | | | 27 898 | | | 28 961 | |
| | | | | |
Financial costs | | | 270 | | | 355 | |
Income Tax | | | 13 020 | | | 11 593 | |
NET OPERATING CASH GENERATED BY CONTINUING OPERATIONS BEFORE IMPACTS OF FINANCIAL EXPENSES AND INCOME TAXES | | | 41 188 | | | 40 909 | |
| | | | | |
Income tax paid | | | (8 502 | ) | | (6 273 | ) |
Change in operating working capital related to continuing operations | | | (1 306 | ) | | (3 651 | ) |
Other change on working capital | | | (2 009 | ) | | (1 625 | ) |
NET OPERATING CASH GENERATED BY CONTINUING OPERATIONS | | | 29 371 | | | 29 360 | |
| | | | | |
Net operating cash generated by (used in) discontinued operations | | | 301 | | | 3 365 | |
| | | | | |
I—NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | | | 29 672 | | | 32 725 | |
| | | | | |
Capital expenditures | | | (2 245 | ) | | (1 370 | ) |
Acquisition of intangible assets | | | (971 | ) | | (1 588 | ) |
Investment in subsidiaries, after acquired cash | | | — | | | (8 013 | ) |
Other investments in financial assets | | | — | | | — | |
Changes in cash deposits | | | — | | | (1 575 | ) |
Disposals of assets | | | — | | | 6 | |
Disposals of subsidiaries, after divested cash | | | 3 406 | | | — | |
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES FROM CONTINUING OPERATIONS | | | 190 | | | (12 540 | ) |
| | | | | |
Net cash provided by (used in) investing activities from discontinued operations | | | — | | | (628 | ) |
| | | | | |
II—NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | | | 190 | | | (13 168 | ) |
| | | | | |
Capital increase | | | 3 | | | — | |
Treasury shares | | | — | | | 382 | |
Dividends | | | (34 208 | ) | | — | |
New borrowings | | | — | | | 3 975 | |
Repayment of borrowings | | | (18 | ) | | (1 635 | ) |
Financial costs paid | | | — | | | (192 | ) |
Financial income from cash equivalents | | | 159 | | | 338 | |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES FROM CONTINUING OPERATIONS | | | (34 064 | ) | | 2 868 | |
| | | | | |
Net cash provided by (used in) financing activities from discontinued operations | | | (1 566 | ) | | (3 390 | ) |
| | | | | |
III—NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | | | (35 630 | ) | | (522 | ) |
| | | | | |
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (I) + (II) + (III) | | | (5 768 | ) | | 19 034 | |
Effect of foreign currency translation | | | 203 | | | 509 | |
Cash and cash equivalents at beginning of year (including discontinued operations) | | | 46 121 | | | 26 577 | |
Increase / (decrease) of cash and cash equivalents from continuing operations | | | (4 301 | ) | | 20 197 | |
Increase / (decrease) of cash and cash equivalents from discontinued operations | | | (1 265 | ) | | (653 | ) |
| | | | | |
CASH AND CASH EQUIVALENTS AT END OF THE YEAR | | | 40 556 | | | 46 120 | |
| | | | | |
From continuing operations | | | 40 556 | | | 44 158 | |
From discontinued operations | | | — | | | 1 962 | |
A-8
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| | | | | | |
NOTE 1. | | MAJOR EVENTS DURING YEARS 2009 AND 2010 | | | A-10 | |
NOTE 2. | | ACCOUNTING PRINCIPLES | | | A-12 | |
NOTE 3. | | CHANGES IN THE SCOPE OF CONSOLIDATION | | | A-24 | |
NOTE 4. | | SEGMENT INFORMATION | | | A-28 | |
NOTE 5. | | PURCHASE AND EXTERNAL COST | | | A-28 | |
NOTE 6. | | TAXES, DUTIES AND SIMILAR PAYMENT | | | A-29 | |
NOTE 7. | | EMPLOYEE COSTS | | | A-29 | |
NOTE 8. | | DEPRECIATION AND AMORTIZATION | | | A-29 | |
NOTE 9. | | INCOME TAX | | | A-30 | |
NOTE 10. | | FINANCIAL INCOME (LOSS) | | | A-30 | |
NOTE 11. | | NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS | | | A-30 | |
NOTE 12. | | EARNINGS PER SHARE | | | A-33 | |
NOTE 13. | | GOODWILL | | | A-33 | |
NOTE 14. | | OTHER INTANGIBLE ASSETS | | | A-35 | |
NOTE 15. | | PROPERTY, PLANT AND EQUIPMENT | | | A-38 | |
NOTE 16. | | INVESTMENTS IN ASSOCIATES | | | A-39 | |
NOTE 17. | | OTHER NON-CURRENT ASSETS | | | A-40 | |
NOTE 18. | | TRADE RECEIVABLES AND OTHER DEBTORS | | | A-40 | |
NOTE 19. | | OTHER RECEIVABLES | | | A-40 | |
NOTE 20. | | PREPAID EXPENSES | | | A-41 | |
NOTE 21. | | CASH AND CASH EQUIVALENTS | | | A-41 | |
NOTE 22. | | EQUITY | | | A-41 | |
NOTE 23. | | PROVISIONS | | | A-43 | |
NOTE 24. | | FINANCIAL LIABILITIES, CURRENT AND NON CURRENT | | | A-43 | |
NOTE 25. | | TAX AND HEALTH INSURANCE, SOCIAL SECURITY LIABILITIES | | | A-44 | |
NOTE 26. | | DEFERRED REVENUE | | | A-44 | |
NOTE 27. | | DEFERRED TAX, NET | | | A-45 | |
NOTE 28. | | SHARE-BASED PAYMENT | | | A-46 | |
NOTE 29. | | FINANCIAL INSTRUMENTS | | | A-50 | |
NOTE 30. | | EXPOSURE OF THE GROUP TO FINANCIAL RISKS | | | A-52 | |
NOTE 31. | | RELATED PARTIES | | | A-54 | |
NOTE 32. | | CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS | | | A-55 | |
NOTE 33. | | AUDITORS FEES | | | A-56 | |
NOTE 34. | | SUBSEQUENT EVENTS | | | A-56 | |
A-9
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Meetic S.A. (hereinafter called the "Company") is a French Limited Liability Company ("société anonyme") subject to all laws and regulations applicable to business companies in France and, in particular, the French Code of Commerce. Its registered office is located at 66 route de la Reine 92100 Boulogne-Billancourt (France).
Meetic is a French group which markets two economic models on the dating market, one based on internet use, the other on mobile phones.
The consolidated financial statements include the accounts of Meetic S.A. and its subsidiaries (hereinafter called the "Group"), together with its interests in associates. They are expressed in Euros, rounded to the nearest thousand.
The consolidated financial statements for years ended 31 December 2010 and 2009 had been authorized by the Board of Directors of the Company on 15 Mach 2011 and 17 March 2010 respectively, and had been filed with the AMF.
In the context of the acquisition of Meetic by IAC/InteractiveCorp (hereinafter called "IAC"), IAC is required to file with the SEC, a form 8-K, including one set of Meetic consolidated financial statements covering the two years ended 31 December 2010 and 2009 prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and in accordance with International Financial Reporting Standards as adopted by the European Union. Therefore, the consolidated financial statements covering the two years ended 31 December 2010 and 2009 have been authorized by the Meetic board of Directors on 12 October 2011.
Note 1. MAJOR EVENTS DURING YEARS 2009 AND 2010
Acquisition of Match.com International Ltd
On 5 June 2009, Meetic acquired Match.com International Limited (MIL), which operates Match.com's business in Europe. For this acquisition, Meetic issued 6,094,334 common shares reserved for Match.com Pegasus Limited in addition to a €9.5 million Promissory Note (this amount includes the net financial contribution of €4,162,333 made by the Match group to Match.com International Limited in connection with the split-up of Match.com International Limited's European and non-European businesses).
The final amount of the Promissory Note came to €7.5 million, taking into consideration the adjustment for Net Working Capital calculated as provided in the Acquisition Agreement.
Sale of eFriendsNet subsidiary
On 5 January 2009, the Group sold its entire stake in eFriendsNet to the founding shareholders thereof for $10. The assets and liabilities of eFriendsnet had been classified as held for sale as of 31 December 2008, causing a charge to be recorded of €14 570 000. The actual sale transaction was recorded in Meetic Group's financial statements as of 31 December 2009. The impact in the 2009 income statement was € 593 thousands, corresponding essentially to the recycling of conversion reserves and the charge for the discontinuance from the Group of this company in respect of the Group's reserves.
Formation of a joint venture with Match.com in Latin America
On 10 March 2010, Meetic and Match.com, a subsidiary of IAC, finalized a strategic business alliance involving the formation of a joint company in Latin America, called Match.com Global Investments SARL. This decision was approved by the Board of Directors on 12 November 2009.
A-10
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 1. MAJOR EVENTS DURING YEARS 2009 AND 2010 (Continued)
As the agreement provides, Meetic and Match.com each contributed to the new joint company their respective businesses in South America: the Brazilian company, ParPerfeito owned by Meetic and the business and operations of Match.com in the other countries of Latin America. Under this agreement, Meetic will own 10% of shares and voting rights of Match.com Global Investments SARL, representing 50% of the economic interests of the new company, the operations of which will be controlled by Match.com.
Meetic's stake in the new company is subject to put and call options that may be exercised as from the fourth year at fair market value and may give rise to payment of an additional $1.5 million upon the occurrence thereof.
The contribution was treated as a sale with a loss of control of the Brazilian company, in accordance with IAS 27 (revised in 2008). On 31 December 2009, all assets and liabilities of ParPerfeito were classified, at their fair value, as held for sale, in accordance with IFRS 5.
Meetic has significant influence over Match.com Global Investments SARL, in light of its 10% stake and representation on the Board of Directors, which requires it to account for its investment in Match.com Global Investments SARL in accordance with the equity method as of 10 March 2010, as provided in IAS 28.
As of 31 December 2010, the Group share in Match.com Global Investments SARL was recorded in the balance sheet under the line item "Investments in associates" in the amount of €22.6 million.
This amount consists of:
- •
- €21.2 million of value as of 10 March 2010, after taking into consideration the acquisition costs directly attributable to the transaction. This amount includes goodwill and the Group share in fair value of assets, liabilities and contingent liabilities identified.
- •
- €998 000 of the Group share in the net income of Match.com Global Investments SARL for the period from 10 March to 31 December 2010 recorded in the Group's net income as "Share in profit or loss of associates". In light of the calendars for closing the financial statements of Match.com Global Investments SARL and in light of IAS 28, Meetic's share in the income of Match.com Global Investments SARL as of 31 December 2010 was recorded on the basis of the most recent available financial statements of Match.com Global Investments SARL, adopted and approved on 30 September 2010, i.e., with a difference of three months. No event or transaction likely to have a material impact on the Group's financial statements occurred between 30 September and 31 December 2010.
- •
- €0.4 million of foreign exchange differences resulting from the translation of Match.com Global Investments SARL financial statements, which functional currency is the US dollar.
Payment of a dividend of 1.5 euro per share
Meetic's Board of Directors decided, at its meeting of 17 March 2010, to propose the payment of a dividend to its shareholders. The amount of dividend paid on 14 June 2010 is 1.5 euro per share.
A-11
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 2. ACCOUNTING PRINCIPLES
2.1. Statement of Compliance and Basis of preparation of Financial Statements
2.1.1. Financial Statements as of 31 December 2010
The consolidated financial statements of the Group for the periods presented are prepared in accordance with the International Financial Reporting Standards ("IFRS") as endorsed by the European Union as of 31 December 2010 (available on the site
http://ec.europa.eu/internal_market/accounting/ias/index_fr.htm) and IFRS as issued by the International Accounting Standards Board (IASB).
The new standards, amendments, and interpretations published by the IASB (International Accounting Standards Board), required to be applied as of 31 December 2010 did not have a material impact on the Consolidated Financial Statements as of 31 December 2010.
With respect to new standards, amendments, and interpretations published by the IASB as of 31 December 2010 which are required to be applied after 31 December 2010, as well as proposals published by the IASB, the Group has decided not to apply them on an anticipated basis. Meetic is currently assessing the potential impact of the application of these amendments on its financial statements.
2.1.2. Financial Statements as of 31 December 2009
As of 31 December 2009, the accounting principles and estimates used by the Group are identical to those used in the consolidated financial statements for the fiscal year ended 31 December 2008, except as set forth below.
- (a)
- Identification and Description of Operating Segments
Since 1st January 2009, the Group has identified and presented operating segments based on information transmitted internally to Senior Executive Management. This change in accounting methods resulted from application of IFRS 8 "Operating Segments". In the past operating segments were identified and presented in accordance with IAS 14, "Segment Information". The new accounting method application is set forth below.
Comparative segment information has been restated in accordance with the transitional provisions of IFRS 8. This change in accounting method affected only the presentation and content of the information set forth in Note 4 and had no impact on earnings per share.
An operating segment is a component or division of the Group that conducts operations with respect to which it expects or is likely to generate revenues or incur expenses, including revenues and expenses relating to transactions with other divisions or operations of the Group. Operating income of the segment is periodically reviewed by Senior Executive Management to make decisions with respect to resources to be devoted to the segment and in evaluating its performance. Distinct financial information is available for such segment.
Segment results submitted to Senior Executive Management consist of information directly attributable to the segment. The unassigned items consist of all structural expenses or charges.
Under and pursuant to IFRS 8, the Group has identified three operating segments:
A-12
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 2. ACCOUNTING PRINCIPLES (Continued)
- •
- Mobile
- •
- Advertising
- (b)
- Presentation of Financial Statements
The Group applied revised IAS 1, "Presentation of Financial Statements", which took effect on 1st January 2009. Accordingly, the Group presents a consolidated statement of comprehensive income and presents all changes in shareholders' equity (also called net equity) in respect of the Company's owners only in the Statement of Changes in Shareholders' Equity, while changes in shareholders' equity that have no effect on the owners are also presented in the Consolidated Income Statement. This presentation was used for the consolidated financial statements for the fiscal year ended 31 December 2009.
Comparative information has been restated to be brought into compliance with the revised standard. This change in accounting method, which affects only presentation, has no impact on earnings per share.
The application of amendment IAS 38.69 relating to advertising expenses had no impact on the Group's financial statements as of 31 December 2009 or on comparative purposes.
The new standards, amendments, and interpretations published by the IASB (International Accounting Standards Board) and required to be applied as of 31 December 2009 did not have a material impact on the Consolidated Financial Statements as of 31 December 2009.
2.2. Change in accounting principles
The Budget Law ("Loi de finances") for 2010, approved on 30 December 2009, eliminated the application of the professional tax ("taxe professionnelle") to companies domiciled in France for tax purposes from and after 2010 and replaced it with the "Contribution Economique Territoriale" ("CET"), or Territorial Economic Contribution, which includes two new assessments:
- •
- The "Cotisation Foncière des Entreprises" ("CFE") (Company Real Property Assessment) based on real property rental values used to assess the professional tax;
- •
- The "Cotisation sur la Valeur Ajoutée" ("CVAE"), or Assessment on Added Value, based on the added value shown by statutory accounts.
The Group concluded that the above-described tax changes consisted of a replacement of the professional tax ("taxe professionnelle") by these two new assessments:
- •
- The "CFE" based on real property rental values is similar with the professional tax, and for this reason is recorded as an operating expense in the income statement;
- •
- The "CVAE" considered by the Group to be consistent with an income tax as defined byIAS 12, Income taxes. For this analysis, the Group considered the IFRIC decision not to add to its agenda (March 2006 and May 2009) the request for guidance on the scope of IAS 12. The IFRIC noted that to be within the scope of IAS 12, an income tax is a tax based on a measure of net profit which does not need to be based on a figure that is exactly accounting profit. Based on this principle, the Group concluded that CVAE is an income tax as the added value is the measure of results used in the CVAE calculation according to French tax laws.
As required by IAS 12, the recognition of CVAE as income tax should have lead the Group to recognize as of 31 December 2009 deferred taxes in respect of taxable temporary differences existing as
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 2. ACCOUNTING PRINCIPLES (Continued)
this date, as counterpart of a net charge in the income statement, as the Budget Law ("Loi de finances") was approved in 2009. However, the application of this principle had no significant impact on 2009 accounts. On the other side, as of 31 December 2010, the CVAE expense is classified under the line item "Income tax" of the income statement for an amount of €679 thousand.
2.3. General valuation principles
The annual consolidated financial statements have been prepared in accordance with the principle of historical costs, except for certain financial assets, valued at fair value.
2.4. Use of estimates
The preparation of financial statements in conformity with IFRS recognition and measurement principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses as well as the information contained in certain Notes to the Financial Statements.
Since these assumptions are, by their nature, uncertain, actual results could differ from such estimates. Meetic Management regularly reviews these estimates and assumptions to reflect past achievements and integrate factors deemed relevant in light of economic conditions.
The main estimates and assumptions relate to the measurement of:
- •
- Provisions: risk estimates performed on an individual basis (Note 2.12),
- •
- Share-based compensation: assumptions updated annually, such as the estimated term, volatility and the estimated dividend yield (Note 2.14),
- •
- Goodwill, indefinite useful life intangible assets and assets in progress: valuation methods adopted for the identification of intangible assets acquired through business combinations, assumptions updated annually following impairment tests performed on each of the group's cash-generating units (CGU) determined by future cash flows and discount rates (Note 2.11).
2.5. Principles of Consolidation
Subsidiaries
Investments over which the Group exercises control, are fully consolidated. Control exists when the Group has the power directly or indirectly, to govern the financial and operating policies of an enterprise so as to obtain benefits from its activities. In assessing control, potential voting rights that are currently exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.
Associates
Entities over which the Group exercises significant influence are accounted for under the equity method. Significant influence is presumed to exist when the Group holds, directly or indirectly, at least 20% of voting rights in an entity unless it can be clearly demonstrated that the Group does not exercise significant influence. Under the equity method, the investment in an associate is initially recognized at cost and the carrying amount is increased or decreased to recognize the investor's share of the profit or
A-14
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 2. ACCOUNTING PRINCIPLES (Continued)
loss of the investee after the date of acquisition. The financial statements of the Group shall be prepared using uniform accounting policies for like transactions and events in similar circumstances.
2.6. Foreign Currency Translation
Financial statements denominated in a foreign currency
Functional currency is the currency of the primary economic environment in which the entity operates. Functional currency of the Group is the euro. Financial statements of subsidiaries for which the functional currency is not the euro, are translated into euros as follows:
- •
- The Consolidated Statement of Financial Position is translated at the exchange rate at the end of the period;
- •
- The Consolidated Statement of Income and the Consolidated Statement of Cash Flows are translated using the spot exchange rate at the date of the transaction;
- •
- The resulting translation gains and losses are recorded as foreign currency translation differences in equity as Other Comprehensive Income in the line item "Currency Translation Adjustments".
�� Goodwill resulting from the acquisition of a foreign company is recorded in the functional currency of the cash generating unit to which it is attached. It is then converted as at reporting date into the currency of presentation of the Group. The differences resulting from this conversion are recorded in equity as Other Comprehensive Income in the line item "Currency Translation Adjustments".
Foreign currency transactions
Transactions in foreign currencies are initially recorded in the functional currency at the exchange rate prevailing at the date of the transaction. At each closing date, monetary assets and liabilities denominated in foreign currencies recorded at historical cost are retranslated at the functional currency closing rate. All differences are taken to profit and loss in Financial Income.
Differences on foreign currency borrowings that provide a hedge against a net investment in a foreign entity are taken directly to equity (in the line item "Currency translation adjustments"), until the disposal of the net investment.
2.7. Presentation of the Consolidated Financial Statements
Presentation of the Consolidated Statement of Income
The Group presents an analysis of expenses recognized in profit or loss using a classification based on their nature.
The Consolidated Statement of Income presents a subtotal for:
- •
- "Operating Income" which corresponds to the difference between charges and income that does not result from financing activities, equity affiliates, discontinued operations and taxes;
- •
- "Operating Income before depreciation and amortization" which is a major component of the Group's key profitability measure, before impact of depreciation and amortization of investments.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 2. ACCOUNTING PRINCIPLES (Continued)
Consolidated statement of financial position
Assets and liabilities which are due to be settled in its normal operating cycle, generally within twelve months after the reporting period, are classified as current. The Group classifies all other assets as non-current.
2.8. Business combinations and goodwill
Business combinations from 1 January 2010
Business combinations are recorded using the acquisition method. Under this method, upon the initial consolidation of an entity over which the Group has acquired exclusive control:
- •
- the identifiable assets acquired and the liabilities assumed are recognized at their fair value on the acquisition date; and
- •
- non-controlling interests are measured either at fair value or at the non-controlling interest's proportionate share of the acquiree's net identifiable assets.
This option is available on a transaction-by-transaction basis.
At this date, goodwill is initially measured as the difference between:
- •
- the fair value of the consideration transferred, plus the amount of non-controlling interests in the acquiree and, in a business combination achieved in stages, the acquisition-date fair value of the previously held equity interest in the acquiree; and
- •
- the net fair value of the identifiable assets and liabilities assumed on the acquisition date.
The purchase price allocation shall be performed within 12 months after the acquisition date.
If goodwill is negative, it is recognized in the Statement of Income.
Subsequently, goodwill is measured at its initial amount less recorded accumulated impairment losses (please refer to Note 2.11).
In addition, the following principles are applied to business combinations:
- •
- if possible on the acquisition date, goodwill is allocated to each cash-generating unit likely to benefit from the business combination;
- •
- contingent consideration in a business combination is recorded at fair value on the acquisition date and any subsequent adjustment, occurring after the purchase price allocation period is recognized in the Statements of Income;
- •
- acquisition-related costs are recognized as expenses when incurred.
Business combinations prior to 1 January 2010
IFRS 3, as published by the IASB in March 2004, already retained the acquisition method. However, its provisions differed from those of the revised standard on the main following items:
- •
- minority interests were measured at their proportionate share of the acquiree's net identifiable assets as there was no option of measurement at fair value;
- •
- contingent consideration was recognized in the cost of acquisition only if the payment was likely to occur and could be reliably measured in its amount;
A-16
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 2. ACCOUNTING PRINCIPLES (Continued)
- •
- transaction costs that were directly attributable to the acquisition formed part of acquisition costs; and
- •
- in the event of acquisition of an additional interest in a subsidiary, the difference between the acquisition cost and the carrying value of minority interests acquired was recognized as goodwill.
2.9. Intangible assets, other than goodwill
An intangible asset shall be carried at its cost less any accumulated amortization and any accumulated impairment losses. They consist of:
- •
- expenses linked to creation of websites. Such expenses are amortized by the straight-line method over a life of five years, corresponding to the estimated useful life,
- •
- purchases of software and licenses. Purchases that correspond to the core of the sites are amortized over five years, and the other purchases are amortized over the useful life, or the term of the legal or contractual rights, respectively, attaching to them.
The Group recognizes development costs of websites in accordance with the terms and conditions ofIAS 38, Intangible Assets, andSIC 32, Intangible Assets—Costs Related to Websites, i.e., after verifying the following conditions:
- •
- the technical feasibility of completing the intangible asset so that it will be available for use or sale.
- •
- its intention to complete the intangible asset and use or sell it.
- •
- its ability to use or sell the intangible asset.
- •
- how the intangible asset will generate probable future economic benefits.
- •
- the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset.
- •
- its ability to measure reliably the expenditure attributable to the intangible asset during its development.
Subsequent improvement costs of the sites are recorded as expenses.
The expenses incurred for internal creation of trademarks/brands are not recognized as intangible assets, but constitute expenses for the period. Trademarks acquired during company reorganizations are treated as having an indefinite useful life, are, therefore, not amortized, and are subjected to an impairment test.
An intangible asset acquired in a business combination is recognized at the acquisition date separately from goodwill within a measurement period that shall not exceed one year from the acquisition date.
Intangible assets are subjected to an impairment test when there is any indication that an asset may be impaired and intangible assets with an indefinite useful life or intangible assets not yet available for use are tested for impairment annually (please refer to Note 2.11).
A-17
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 2. ACCOUNTING PRINCIPLES (Continued)
2.10. Property, plant and equipment
An item of property, plant and equipment that qualifies for recognition as an asset shall be measured at its cost. An item of property, plant and equipment acquired in a business combination is recognized at its fair value at acquisition date. After recognition as an asset, an item of property, plant and equipment shall be carried at its cost less any accumulated depreciation and any accumulated impairment losses.
IAS 16, Property, Plant and Equipment, requires that the principal components of an asset having a material cost compared to the total cost of the principal fixed asset be identified, so that they can be amortized over their own useful life. In light of the character of the property, plant and equipment items owned by the Group, however (see, below), no component for purposes of IAS 16 has been identified.
An item of property, plant and equipment is amortized by the straight-line method over its useful life.
Useful lives of new equipment are recorded in the following limits:
- •
- General installations, furnishings, partitions, installations—7 years straight line
- •
- Office and IT equipment—3 to 5 years straight line
- •
- Furniture—5 years straight line
- •
- Vehicles—1 year straight line
Used equipment acquired is amortized on a straight line basis over its remaining useful life.
2.11. Asset Impairment
Each time events or changes in the economic environment indicate a current risk of impairment of goodwill, other intangible assets, property, plant and equipment and assets in progress, the Group re-examines the value of these assets.
In addition, goodwill, other indefinite life intangible assets and intangible assets in progress are all subject to an annual impairment test during the month of December of each fiscal year.
For the purposes of the goodwill impairment test, the Group's net assets are allocated to Cash Generating Units ("CGUs"). A Cash Generating Unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
The CGUs used in the present configuration and organization of the Group are the 10 countries in which the Group operates.
This test is performed in order to compare the recoverable amount of each Cash Generating Unit (CGU) to the carrying value of the corresponding assets. The recoverable amount is determined as the higher of either the value in use or the fair value (less costs to sell). The value in use of each asset or group of assets is determined as the discounted value of future cash flows (discounted cash flow method or "DCF") by using cash flow projections consistent with the budget and the most recent forecasts prepared by the Management.
A-18
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 2. ACCOUNTING PRINCIPLES (Continued)
If the recoverable amount is lower than the carrying value of an asset or group of assets, an impairment loss is recognized in Operating Income for the difference in the amounts. In the case of a group of assets, this impairment loss is recorded first against goodwill.
The impairment losses recognized in respect of property, plant and equipment and intangible assets (other than goodwill) may be reversed in a later period if the recoverable amount becomes greater than the carrying value, within the limit of impairment losses previously recognized. Impairment losses recognized in respect of goodwill cannot be reversed at a later date.
2.12. Provisions
The Group recognizes provisions when it has a legal or constructive obligation resulting from past events, the resolution of which would result in an outflow of resources, and when the obligation can be reliably estimated.
Litigation (including employment-related disputes) is provisioned as soon as an obligation arises on the part of the Group to a third party that exists at the end of the accounting period. Provisions are valued on the basis of the best estimate of the foreseeable expenses, and are discounted to present value, when the effect of time value is significant.
2.13. Employee benefits
Under and pursuant to obligations resulting from employee and labour legislation in France, the Group contributes to mandatory retirement plans through schemes or plans involving defined contributions. In this respect, the Group paid contributions based on salaries, recorded as expenses for the period.
In France and Germany, the Group has also agreed to plans for defined benefit plans for retirement. Agreements relating to retirement in France are estimated in accordance withIAS 19, Employee Benefits. They are near zero, however, in light, in particular of the relatively short length of service of the Group employees.
2.14. Share-based payment
Executive officers and certain employees of Meetic and its subsidiaries have received founders' warrants ("bons de souscription de parts de créateur d'entreprise") and free shares.
IFRS 2, Share-based payment, requires a valuation and recognition of such plans at grant date.
Pursuant to the transitional provisions of IFRS 1 with respect to IFRS 2, the Group elected to retain only plans granted after 7 November 2002 and the rights under which would not have vested as of 1st January 2005. Plans prior to 7 November 2002 are not valued and remain unrecorded, so long as the option has not been exercised.
The Group conducted a valuation, at the grant date, of the plans falling within the scope of IFRS 2, in accordance with the Black & Scholes model. Changes in value subsequent to the grant date are without impact on the initial valuation of the options or warrants. The number of options or warrants taken into consideration in valuing the plan is adjusted at the end of each accounting period to reflect the likely presence of the beneficiaries at the end of the period when the rights are no longer available.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 2. ACCOUNTING PRINCIPLES (Continued)
The benefit valued in accordance with IFRS 2 is a form of compensation for the beneficiaries: it is recorded as a personnel expense, amortized over the vesting period on a straight-line basis, with corresponding credit in shareholders' equity.
2.15. Treasury shares
If an entity reacquires its own equity instruments, those instruments ('treasury shares') shall be deducted from equity. No gain or loss shall be recognized in profit or loss on the purchase, sale, issue or cancellation of an entity's own equity instruments.
2.16. Transaction costs of an equity transaction
The transaction costs of an equity transaction are accounted for as a deduction from equity, net of any related income tax benefit.
2.17. Financial Instruments
Financial instruments of the Group consist of financial assets and liabilities. As of 31 December 2010 and 2009, the Group does not have any derivative.
Financial assets
Financial assets are initially recognized at the fair value of the consideration paid, for which the best evidence is the acquisition cost (including associated acquisition costs, if any).
The Group's financial assets consist of financial assets measured at fair value through profit or loss and loans and receivables:
- •
- financial assets measured at fair value through profit or loss: this class of assets consists, for the Group of cash and assets held for trading acquired with the objective of producing a short-term profit (SICAVs, FCPs, etc.). Unrealized gains and losses on these assets are recognized in other financial charges and income. Fair value is determined mainly based on quoted prices.
- •
- loans and receivables: In the Group, this category includes deposits, the liquidity contract with Société Générale (please refer to Note 17), trade and other receivables. These assets are measured initially at fair value. At the end of each period, they are measured at amortized cost using the effective interest rate method.
As of 31 December 2010 and 2009, the Group does not have any financial assets available-for-sale or held-to-maturity.
Cash and cash equivalent
The item "Cash and Cash Equivalents" in the balance sheet consists of:
- •
- Cash in banks;
- •
- Cash equivalents: cash equivalents consist of cash, highly liquid investments subject to insignificant risk of changes in value and with an short maturity date (generally less than 3 months from the time of purchase).
This line item does not include bank overdrafts that are presented as current financial liabilities in the statement of financial position.
A-20
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 2. ACCOUNTING PRINCIPLES (Continued)
Cash presented in the Statement of Cash Flows corresponds to "cash and cash equivalents" as defined above.
Financial asset impairment
The assets valued at amortized cost, i.e., "loans and receivables" in the case of the Group, must be subjected, at the end of each accounting period, to an impairment test, if there is any indication or indicator of a loss in value.
The amount of any write-down is equal to the difference between the book value of the asset and the amount, discounted to present value, of expected future cash flow, in light of the condition of the counterparty, determined by using the initial effective interest rate of the financial instrument. The expected cash flow of short-term assets is not discounted to present value.
The impairment determined is recorded in financial income (loss) for the period. If, during subsequent periods, the conditions leading to the impairment disappear, the write-down must be reversed, without the net book value, however, becoming greater than the amortized cost as of the date of reversal.
Financial liabilities
Financial liabilities of the Group are measured at amortized cost calculated based on the effective interest rate method.
Liabilities are split between current liabilities, for the portion to be repaid within twelve months after the end of the period, and non-current (or long-term) liabilities having maturities of greater than twelve months.
As of 31 December 2009, the Group's financial liabilities essentially consist of the following:
- •
- Amounts not yet due for liabilities contracted toward sellers of foreign subsidiaries.
- •
- Trade payables.
- •
- Financial debts arising in connection with assets acquired under capital leases, or sale/lease back transactions.
As of 31 December 2010, financial liabilities within the Group mainly consist of trade payables.
2.18. Non-current assets held for sale
A fixed asset or a grouping of assets and liabilities is classified as held for sale when its carrying amount will be recovered principally through a sale transaction rather than through continuing use. For this to be the case, the asset (or groupings of assets and liabilities) must be available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (or groupings of assets and liabilities), and its sale must be highly probable.
Such assets or groupings of assets and liabilities are measured at the lower of their carrying value and fair value less costs to sell.
Any loss in value in respect of a group intended for sale is charged to goodwill, first, then to other assets in proportion to their book value, except, however, for financial assets and deferred tax assets, which continue to be valued in accordance with the Group's accounting principles applicable to them. Losses in value resulting from the classification of an asset (or group of assets intended for sale or
A-21
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 2. ACCOUNTING PRINCIPLES (Continued)
disposition) as held for sale, as well as gains and losses in respect of subsequent valuations are recorded in income. The gain recorded may not exceed the aggregate amount of losses in book value.
2.19. Income tax
Deferred tax is recognized using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Accordingly, the tax charge is attached to each appropriate period, in light, among other things, of the timing differences that can arise between the date of recording certain items of revenue and expense and the effective tax impact thereof.
A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference or tax losses carried forward can be utilized.
Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.
Deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill, except:
- •
- when a local tax law or regulation authorizes deduction of the amortization charge from goodwill, a deferred tax liability resulting from the timing difference between its tax basis and its book value.
- •
- when the deferred tax liability results from the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit.
A deferred tax liability is recognized for all taxable temporary differences associated with investments in subsidiaries and associates, except to the extent that both of the following conditions are satisfied:
- •
- the Group is able to control the timing of the reversal of the temporary difference (e.g. the payment of dividends); and
- •
- it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset if they relate to income taxes levied by the same tax authority on the same taxable entity.
Deferred tax assets and liabilities are recognized as non-current assets and liabilities in the balance sheet.
Income tax expense is recognized in statement of income except to the extent that it relates to items recognized directly in equity or in other comprehensive income, in which case it is recognized in equity or in other comprehensive income.
2.20. Revenue
Revenue consists principally of subscriptions to the various services available on the website. These services offered to clients constitute a continuous service over time. Revenue is recognized on a daily basis over the subscription period. At year-end, therefore, subscription revenue relating to the subsequent financial period is booked as deferred income.
A-22
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 2. ACCOUNTING PRINCIPLES (Continued)
Revenue generated from mobile technology consists of payments from the mobile telephone operators with which the Group's companies have a partnership, for the presence of their mobile sites on the operators' portals. The payment from the operators is recorded net of their management expenses at the time the service is delivered.
Revenue from display advertising on the Group's sites is recognized as the campaign advances.
Other revenue from operations is recorded, when it is probable that the economic benefits associated with the transaction will flow to the entity and the amount of revenue can be measured reliably.
2.21. Segment reporting
The Group has identified and presented the operating segments based on the information sent internally to the Senior Executive Management.
An operating segment is a Group unit involved in operations that may require that said unit draws on income or incur expenses, including income and expenses regarding transactions with other Group units. The Senior Executive Management regularly reviews the operating earnings of the segment to make decisions on the resources to be allocated to segment, and to assess its performance. Separate financial information for this unit is available.
Pursuant to IFRS 8, the Group has identified three operating segments:
- •
- Internet
- •
- Mobile
- •
- Advertising and other
Segment results submitted to the Senior Executive Management consist of information directly attributable to the segment. The unassigned items consist of all structural expenses or charges.
2.22. Discontinued operations
A discontinued operation is a component of an entity that either has been disposed of or is classified as held for sale. A discontinued operation represents a separate major line of business or geographical area of operations, is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations, or is a significant subsidiary acquired exclusively with a view to resale.
To be classified as a "Discontinued Operation", the operations must have been terminated or have been previously classified as "Assets Held for Sale". A discontinued operation is clearly distinguished from the rest of the Group from an operational point of view and for purposes of financial disclosure.
Amounts included in the statements of income and the statements of cash flows related to these discontinued operations are presented separately for the current period and all prior periods presented in the financial statements.
As of 31 December 2009, the operations of the Brazilian subsidiary ParPerfeito and eFriendsNet, were classified as discontinued operations, and their assets and liabilities were classified as held for sale in the statement of financial position (please refer to Note 11).
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 2. ACCOUNTING PRINCIPLES (Continued)
2.23. Earnings per Share
The information presented is calculated according to the following two methods:
- •
- Basic earnings per share are calculated by dividing profit or loss by the weighted average number of ordinary shares outstanding during the period.
- •
- Diluted earnings per share are calculated by dividing profit or loss by the weighted average number of ordinary shares outstanding during the period, adjusted for the effects of all dilutive potential ordinary shares related to free shares and performance shares.
Note 3. CHANGES IN THE SCOPE OF CONSOLIDATION
3.1. Scope of consolidation
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| | Date of exit out of the consolidation scope | |
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| | % of control
| | % of interest 31.12.2010 | | % of interest 31.12.2009 | | Consolidation method 31.12.2010 | | Consolidation method 31.12.2009 | | Date of entry in the consolidation scope | |
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Name | | Address | | 31.12.2010 | | 31.12.2009 | |
---|
Meetic SA | | 66, route de la Reine 92100 Boulogne / France | | | Parent | | | Parent | | | Parent | | | Parent | | Parent | | Parent | | | | | | | |
ParPerfeito | | Av. das Americas 3.434 bloco 2 Barra de Tijuca Rio de Janeiro / Brazil | | | — | | | 100 | % | | — | | | 100 | % | — | | Full consolidation method | | | 01.05.2006 | | | 10.03.2010 | |
DatingDirect.com Ltd | | 27 Old Gloucester Street London WC1N 3 XX / UK | | | 100 | % | | 100 | % | | 100 | % | | 100 | % | Full consolidation method | | Full consolidation method | | | 01.02.2007 | | | | |
Nexus Dating Ltd | | SEACOURT TOWER WEST WAY OXFORD, OXON OX2 0FB / UK | | | 100 | % | | 100 | % | | 100 | % | | 100 | % | Full consolidation method | | Full consolidation method | | | 01.02.2007 | | | | |
FC&Co | | 66, route de la Reine 92100 Boulogne / France | | | 100 | % | | 100 | % | | 100 | % | | 100 | % | Full consolidation method | | Full consolidation method | | | 01.10.2007 | | | | |
Neu.de | | Lindwurmstrasse 25 80337 MUNCHEN | | | 100 | % | | 100 | % | | 100 | % | | 100 | % | Full consolidation method | | Full consolidation method | | | 01.01.2008 | | | | |
Match International Ltd | | The Communications Building 48 Leicester Square London WC2H 7LT | | | 100 | % | | 100 | % | | 100 | % | | 100 | % | Full consolidation method | | Full consolidation method | | | 01.06.2009 | | | | |
Match.com Global Investments SARL | | 560A Rue de Neudorf, L-2220 Luxembourg, Luxembourg | | | 10 | % | | | | | 50 | % | | | | Equity method | | | | | 10.03.2010 | | | | |
A-24
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 3. CHANGES IN THE SCOPE OF CONSOLIDATION (Continued)
3.2. Changes in the scope of consolidation in 2010
Formation of a joint venture with Match.com in Latin America
On 10 March 2010, Meetic and Match.com, a subsidiary of IAC, finalized a strategic business alliance involving the formation of a joint company in Latin America, called Match.com Global Investments SARL. The investment is accounted for in accordance with the equity method as of 10 March 2010 (please refer to Note 1).
3.3. Changes in the scope of consolidation in 2009
Acquisition of Match International Ltd
On 5 June 2009 Meetic acquired Match.com International Limited (MIL), which conducts Match.com's business in Europe. To finance this acquisition, Meetic issued 6 094 334 common shares reserved to Match.com Pegasus Limited, as well as a Promissory Note (subject to English law) in an initial principal amount of €9.5 million (such amount including the net financial contribution of €4.2 million made by Match to Match.com International Limited in connection with the spin-off of the European from the non-European operations of MIL). The final amount of the indebtedness is €7.5 million, reflecting the adjustment in target working capital set forth in the Share Purchase Agreement.
In light of the net condition of the acquired company MIL's goodwill amounts to GB£ 106 million.
The pro forma income statement from 1st January 2009 to 31 December 2009 consists of the financial statements of Meetic, excluding the ParPerfeito contribution classified as discontinued operations and the financial statements of Match.com International Limited ("MIL"), as if it had been consolidated as of 1st January 2009. It includes, therefore, the following items:
- •
- The consolidated income statement from 1st January to 31 December 2009 of Meetic (MIL excluded) prepared in accordance with IFRS, excluding the ParPerfeito operations;
- •
- The consolidated income statement from 1st January to 31 December 2009 of Match.com International Limited prepared in accordance with IFRS and on the basis of Meetic Group's accounting rules and methods.
A-25
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 3. CHANGES IN THE SCOPE OF CONSOLIDATION (Continued)
| | | | | | | | | | |
2009 pro forma Income Statements (In thousands of euros) | | Meetic (excluding MIL, adjusted from ParPerfeito) | | MIL | | Total Meetic Pro forma | |
---|
Revenue | | | 125 485 | | | 56 836 | | | 182 321 | |
Other revenue | | | 606 | | | | | | 606 | |
Purchases and external costs | | | (76 859 | ) | | (34 725 | ) | | (111 584 | ) |
Taxes, duites and similar payment | | | (1 463 | ) | | (630 | ) | | (2 093 | ) |
Employee—related costs | | | (25 278 | ) | | (3 437 | ) | | (28 715 | ) |
Other expenses | | | (14 | ) | | (735 | ) | | (749 | ) |
Operating Income (loss) before depreciation and amortization | | | 22 477 | | | 17 309 | | | 39 786 | |
Depreciation and amortization | | | (2 716 | ) | | (860 | ) | | (3 576 | ) |
Operating Income (loss) | | | 19 761 | | | 16 449 | | | 36 210 | |
Finance Income | | | 655 | | | 50 | | | 705 | |
Finance expenses | | | (880 | ) | | (277 | ) | | (1 157 | ) |
Finance Income | | | (225 | ) | | (227 | ) | | (452 | ) |
Pre-tax Income | | | 19 536 | | | 16 222 | | | 35 758 | |
Income tax | | | (7 567 | ) | | (4 696 | ) | | (12 263 | ) |
Net income from Continuing Operations | | | 11 969 | | | 11 526 | | | 23 495 | |
Net income from Discontinued Operations | | | (2 662 | ) | | | | | (2 662 | ) |
| | | | | | | |
Net Income | | | 9 307 | | | 11 526 | | | 20 833 | |
| | | | | | | |
Merger of VIOO into Meetic SA
VIOO was fully merged into Meetic SA as of 30 November 2009, retroactive for tax purposes to 1 January 2009.
Acquisition of FC&Co remaining shares
On 17 October 2007, the Group acquired 60% of the share capital of FC&Co. Under and pursuant to the Shareholders' Agreement, Meetic was to purchase the remaining shares no later than 30 June 2012.
Meetic acquired all of the remaining shares from the founders on an anticipated basis during the second quarter of 2009. As of 31 December 2009, Meetic owned 100% FC&Co's share capital, without any further additional price to be paid. The carrying value of FC&Co's Goodwill in Meetic Group's consolidated financial statements as of 31 December 2009 was adjusted accordingly.
Sale of eFriendsNet
On 5 January 2009, the Group sold its entire stake in eFriendsNet to the founding shareholders thereof for $10.
The assets and liabilities of eFriendsnet had been classified as held for sale as of 31 December 2008, causing a charge to be recorded of €14 570 000. The actual sale transaction was recorded in Meetic Group's financial statements as of 31 December 2009; this sale resulting in an income from discontinued operations of €593 000 (please refer to Note 11).
A-26
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 3. CHANGES IN THE SCOPE OF CONSOLIDATION (Continued)
3.4. Allocation of goodwill
The principal items of calculation of goodwill of MIL, acquired in 2009, are as follows:
| | | | | | | | | | |
In thousands of British Pounds | | Pre-acquisition book value | | Adjustments of fair value | | Recorded value | |
---|
Tangible, intangible, and financial assets | | | 389 | | | 9 850 | | | 10 239 | |
Deferred and current taxes, net | | | 747 | | | (2 758 | ) | | (2 011 | ) |
Receivables and operating debts | | | (11 355 | ) | | | | | (11 355 | ) |
Cash and cash equivalents | | | 4 581 | | | | | | 4 581 | |
| | | | | | | |
Identified assets and liabilities, net | | | (5 638 | ) | | 7 092 | | | 1 454 | |
| | | | | | | |
Goodwill resulting from the acquisition | | | | | | | | | 106 021 | |
| | | | | | | | | |
External costs charged to issue premium | | | | | | | | | 1 072 | |
Fair value of the issued shares | | | | | | | | | (96 875 | ) |
Net cash acquired | | | | | | | | | (4 581 | ) |
| | | | | | | | | |
Net investment | | | | | | | | | 7 091 | |
| | | | | | | | | |
The adjustments to fair value of the assets and liabilities and contingent liabilities of MIL on the date of the combination corresponded to the identification of the MIL brand upon exercise of allocation of the price made in accordance with IFRS 3. In accordance with IFRS 3, the Group conducted an analysis of identifiable assets and liabilities at the initial date of the combination. This analysis was conducted by an independent appraiser, on the basis of the forecast operating information provided by Meetic. This analysis highlighted the recognition of a brand in light of the value of the MIL brand and its notoriety in the market involved. This brand was estimated on the basis of forecasted revenues projected over 10 years, with a rate of return of 4%. This brand is considered as an asset with an indefinite useful life and, therefore, is not amortized.
Goodwill is justified by the fact that MIL is a major player in its markets, and there are numerous synergies with Meetic Group.
For the period 1st January to 31 December 2009, the revenue and net income of MIL were GB£ 50 643 000 and GB£ 10 351 000, respectively.
A-27
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 4. SEGMENT INFORMATION
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | 31.12.2010 | | 31.12.2009 | |
---|
(In thousands of euros) | | Internet | | Mobile | | Advertising & Other | | Total | | Internet | | Mobile | | Advertising & Other | | Total | |
---|
Revenue | | | 180 260 | | | 3 732 | | | 2 001 | | | 185 993 | | | 152 294 | | | 3 706 | | | 1 884 | | | 157 884 | |
Marketing expense | | | (119 060 | ) | | (35 | ) | | — | | | (119 095 | ) | | (92 368 | ) | | (150 | ) | | — | | | (92 518 | ) |
Gross Margin | | | 61 200 | | | 3 697 | | | 2 001 | | | 66 898 | | | 59 926 | | | 3 556 | | | 1 884 | | | 65 366 | |
| | | | | | | | | | | | | | | | | |
Employee related costs | | | | | | | | | | | | (27 946 | ) | | | | | | | | | | | (26 754 | ) |
Other operating income and expenses | | | | | | | | | | | | (627 | ) | | | | | | | | | | | (1 277 | ) |
Operating Income (loss) before depreciation and amortization | | | | | | | | | | | | 38 325 | | | | | | | | | | | | 37 335 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Reserves for depreciation and amortization | | | | | | | | | | | | (4 157 | ) | | | | | | | | | | | (3 065 | ) |
Operating Income | | | | | | | | | | | | 34 168 | | | | | | | | | | | | 34 270 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Financial Income | | | | | | | | | | | | (270 | ) | | | | | | | | | | | (355 | ) |
Pre-tax Income | | | | | | | | | | | | 33 898 | | | | | | | | | | | | 33 915 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Income tax | | | | | | | | | | | | (13 020 | ) | | | | | | | | | | | (11 593 | ) |
Share in profit or loss of associates | | | | | | | | | | | | 998 | | | | | | | | | | | | — | |
Net Income from Continuing Operations | | | | | | | | | | | | 21 876 | | | | | | | | | | | | 22 322 | |
Net Income from Discontinued Operations | | | | | | | | | | | | 2 314 | | | | | | | | | | | | (2 662 | ) |
| | | | | | | | | | | | | | | | | | | | | | | |
Net Income | | | | | | | | | | | | 24 190 | | | | | | | | | | | | 19 660 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Note 5. PURCHASE AND EXTERNAL COST
| | | | | | | |
(In thousands of euros) | | 31.12.2010 | | 31.12.2009 | |
---|
Marketing | | | 94 792 | | | 71 114 | |
Other purchases and external costs | | | 24 303 | | | 21 404 | |
| | | | | |
Purchase and external costs | | | 119 095 | | | 92 518 | |
| | | | | |
A-28
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 6. TAXES, DUTIES AND SIMILAR PAYMENT
| | | | | | | |
(In thousands of euros) | | 31.12.2010 | | 31.12.2009 | |
---|
Taxes and similar charges on compensation | | | 334 | | | 828 | |
Business tax * | | | 37 | | | 634 | |
Real property tax | | | 70 | | | 45 | |
Organic | | | 180 | | | 164 | |
Other taxes and charges | | | 76 | | | 198 | |
| | | | | |
Taxes, duties and similar payment | | | 696 | | | 1 869 | |
| | | | | |
- *
- According to the replacement of the professional tax ("taxe professionnelle") by the Territorial Economic Contribution ("Contribution Economique Territoriale"), this line item corresponds to the Company Real Property Assessment ("Cotisation Foncière des Entreprises") (please refer to Note 2.2).
Note 7. EMPLOYEE COSTS
| | | | | | | | |
(In thousands of euros) | | 31.12.2010 | | 31.12.2009 | |
---|
Salaries and wages | | | 17 067 | | | 17 017 | |
Profit sharing | | | 450 | | | — | |
Share-based payment | | | 2 904 | | | 3 574 | |
Social charges | | | 7 177 | | | 6 211 | |
| Including cost of defined benefit plans | | | 1 853 | | | 1 216 | |
| Social charges rate | | | 40,97 | % | | 36,50 | % |
Other | | | 348 | | | (48 | ) |
| | | | | |
Employee costs | | | 27 946 | | | 26 754 | |
| | | | | |
Note 8. DEPRECIATION AND AMORTIZATION
| | | | | | | |
(In thousands of euros) | | 31.12.2010 | | 31.12.2009 | |
---|
Amortization of intangible assets | | | 2 417 | | | 1 698 | |
Amortization of Property, plant and equipment | | | 1 698 | | | 1 367 | |
Other amortization and depreciation | | | 41 | | | — | |
| | | | | |
Depreciation and amortization | | | 4 157 | | | 3 065 | |
| | | | | |
A-29
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 9. INCOME TAX
Analysis of the tax expense for the period
| | | | | | | |
(In thousands of euros) | | 31.12.2010 | | 31.12.2009 | |
---|
Current Taxes | | | (12 078 | ) | | (8 775 | ) |
Deferred Taxes | | | (942 | ) | | (2 818 | ) |
| | | | | |
Tax expense for continuing operations (A) | | | (13 020 | ) | | (11 593 | ) |
Tax expense for discontinued operations (B) | | | (120 | ) | | (422 | ) |
Total tax expense (C) | | | (13 140 | ) | | (12 015 | ) |
| | | | | |
Net income (loss) of consolidated companies | | | 24 190 | | | 19 660 | |
Pre-tax income (loss) from consolidated companies | | | 37 330 | | | 31 675 | |
Effective tax rate | | | (35,20 | )% | | (37,93 | )% |
| | | | | |
Legal tax rate of the mother company | | | 34,43 | % | | 34,43 | % |
Theoretical tax expense (D) | | | (12 853 | ) | | (10 906 | ) |
Tax differential (C) - (D) | | | (287 | ) | | (1 109 | ) |
| | | | | |
Consisting of: | | | | | | | |
Effect of permanent differences | | | (1 270 | ) | | (953 | ) |
Effect of non-activated deficits | | | (404 | ) | | (217 | ) |
Effect of differences in tax rates | | | 1 001 | | | 1 402 | |
Effect of loss recognized on discontinued operations | | | 593 | | | (1 328 | ) |
Effect of profit or loss of associates | | | 344 | | | — | |
CVAE recognized as income tax | | | (679 | ) | | — | |
Other | | | 128 | | | (13 | ) |
Note 10. FINANCIAL INCOME (LOSS)
| | | | | | | |
(In thousands of euros) | | 31.12.2010 | | 31.12.2009 | |
---|
Financial income from cash and cash equivalents | | | 155 | | | 164 | |
Interest received | | | 1 | | | 53 | |
Other financial income | | | 917 | | | 458 | |
Financial Income | | | 1 073 | | | 676 | |
| | | | | |
Financial costs from cash and cash equivalents | | | (2 | ) | | (137 | ) |
Other financial costs | | | (1 341 | ) | | (894 | ) |
Financial Costs | | | (1 343 | ) | | (1 031 | ) |
| | | | | |
Financial Income (loss) | | | (270 | ) | | (355 | ) |
| | | | | |
Other financial costs are mainly due to foreign exchange effects on local currencies transactions.
Note 11. NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS
ParPerfeito
In accordance with the information set forth in Note 4 to the Consolidated Financial Statements in the 2009 Annual Report, Meetic stopped exercising control over ParPerfeito as from 10 March 2010. The impact of the discontinued operation is presented in a separate line in the consolidated income statement.
A-30
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 11. NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS (Continued)
The transaction was reflected in the Group's 2009 consolidated financial statements by a net loss of discontinued operations of €(4.1) million, or:
- •
- A gain of €1.1 million, corresponding to the sale of ParPerfeito shares at fair value and the recording of a $4.5 million consideration on the basis the exchange rate at 31 December 2009,
- •
- A deconsolidation entry of the positive contribution by ParPerfeito to the Group's results of operations since 2006 ("carrying value"), of € (5.2) million, without any cash impact.
As of 31 December 2010, this line showed the following items:
- •
- A gain of €1.6 million as a result of material changes in exchange rates between 31 December 2009 and 10 March 2010, the date on which the transaction was actually completed;
- •
- Net income of ParPerfeito until 10 March 2010, i.e., €184.000;
- •
- The amount of the reclassification to income statement of ParPerfeito's currency translation reserves, of €841.000.
- •
- An additional adjustment of the selling price of €231.000 for net working capital adjustment according to the Master Contribution agreement finalized on 4 February 2010;
- •
- The cost of disposal of €(412.000).
The net income from the sale of ParPerfeito's operations as of 31 December 2010 is €2.3 million.
eFriendsNet
On 5 January 2009, the Group sold its entire stake in eFriendsNet; this sale resulting in an income from discontinued operations of €593 000 (please refer to Note 3.3).
Net income from discontinued operations is presented below:
| | | | | | | | | | | | | | | | | | | |
| | 31.12.2010 | |
| |
| |
| |
---|
| | ParPerfeito | |
| |
| |
| |
| |
| |
---|
| |
| |
| | 31.12.2009 | |
---|
| | January 1st to March 10th 2010 | |
| |
| |
---|
(In thousands of euros) | | eFriendsNet | | Total | | ParPerfeito | | eFriendsNet | | Total | |
---|
Revenue | | | 1 305 | | | — | | | 1 305 | | | 6 646 | | | — | | | 6 646 | |
Operating expense | | | (1 015 | ) | | — | | | (1 015 | ) | | (9 243 | ) | | — | | | (9 243 | ) |
Operating Income | | | 290 | | | — | | | 290 | | | (2 597 | ) | | — | | | (2 597 | ) |
Finance Income | | | 14 | | | — | | | 14 | | | (122 | ) | | 479 | | | 357 | |
Income Tax | | | (120 | ) | | — | | | (120 | ) | | (536 | ) | | 114 | | | (422 | ) |
| | | | | | | | | | | | | |
Net Income | | | 184 | | | — | | | 184 | | | (3 255 | ) | | 593 | | | (2 662 | ) |
| | | | | | | | | | | | | |
Net Income from the sale of discontinued operations, net of tax effects | | | 2 130 | | | — | | | 2 130 | | | | | | | | | | |
| | | | | | | | | | | | | |
Net Income from discontinued operations | | | 2 314 | | | — | | | 2 314 | | | (3 255 | ) | | 593 | | | (2 662 | ) |
| | | | | | | | | | | | | |
A-31
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 11. NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS (Continued)
The assets held for sale as of 31 December 2009 and related liabilities are presented below:
| | | | |
(In thousands of euros) | | 31.12.2009 | |
---|
ASSETS | | | | |
Goodwill | | | 25 161 | |
Other intangible assets (excluding goodwill) | | | 2 012 | |
Fixed assets | | | 227 | |
Deferred tax asset | | | — | |
Total fixed assets | | | 27 400 | |
Trade receivables | | | 1 045 | |
Tax receivables | | | — | |
Other receivables | | | 231 | |
Pre-paid expenses | | | 4 | |
Subtotal | | | 1 280 | |
Cash and cash equivalents | | | 1 963 | |
Total current assets | | | 3 243 | |
| | | |
TOTAL ASSETS HELD FOR SALE | | | 30 643 | |
| | | |
| | | | |
| | 31.12.2009 | |
---|
LIABILITIES | | | | |
Long-term borrowings and financial indebtedness | | | — | |
Deferred tax liability | | | 3 258 | |
Total non-current liabilities | | | 3 258 | |
Provisions | | | 45 | |
Current borrowings and short-term debts | | | — | |
Trade payables and related accounts | | | 918 | |
Tax liabilities | | | — | |
Other taxes and health insurance/social security liabilities | | | 241 | |
Other liabilities | | | — | |
Deferred revenue | | | 969 | |
Total current liabilities | | | 2 173 | |
| | | |
TOTAL LIABILITIES HELD FOR SALE | | | 5 431 | |
| | | |
The aggregate of revenues and expenses recorded directly in shareholders' equity related to the assets held for sale, amounted to € 840,000 at 31 December 2009 and reflected the impact on reserves of the conversion of ParPerfeito.
A-32
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 12. EARNINGS PER SHARE
| | | | | | | |
(In thousands of euros) | | 31.12.2010 | | 31.12.2009 | |
---|
Net income from Continuing Operations (Group share) | | | 21 876 | | | 22 322 | |
Net income from Discontinued Operations | | | 2 314 | | | (2 662 | ) |
Net income (Group share) | | | 24 190 | | | 19 660 | |
| | | | | |
Basic number of shares outstanding | | | 22 832 932 | | | 22 702 797 | |
Effect of dilutive* securities | | | 665 433 | | | 334 408 | |
Total potential dilutive shares | | | 23 498 365 | | | 23 037 205 | |
| | | | | |
Basic earnings per share (in euros) | | | | | | | |
Basic earnings per share from continuing operations | | | 0,96 | | | 0,98 | |
Basic earnings per share from discontinued operations | | | 0,10 | | | (0,12 | ) |
Earnings per share | | | 1,06 | | | 0,87 | |
| | | | | |
Diluted earnings per share (in euros) | | | | | | | |
Diluted earnings per share from continuing operations | | | 0,93 | | | 0,97 | |
Diluted earnings per share from discontinued operations | | | 0,10 | | | (0,12 | ) |
Diluted earnings per share | | | 1,03 | | | 0,85 | |
- *
- The only dilutive effect results from the free shares and performance plans.
Note 13. GOODWILL
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Gross value | | Accumulated losses | |
| |
| |
---|
| | Carrying value | |
---|
| |
| | Change in consolidation scope | | Effect of foreign currency | |
| |
| |
| | Losses of the year | | Change in consolidation scope | |
| |
---|
(In thousands of euros) | | 01.01.2010 | | Other | | 31.12.2010 | | 01.01.2010 | | 31.12.2010 | | 01.01.2010 | | 31.12.2010 | |
---|
MIL | | | 122 386 | | | — | | | 6 772 | | | — | | | 129 158 | | | — | | | — | | | — | | | — | | | 122 386 | | | 129 158 | |
Meetic (Lexa) | | | 10 794 | | | — | | | — | | | — | | | 10 794 | | | — | | | — | | | — | | | — | | | 10 794 | | | 10 794 | |
Dating Direct | | | 29 140 | | | — | | | 926 | | | — | | | 30 066 | | | — | | | — | | | — | | | — | | | 29 140 | | | 30 066 | |
FC&Co | | | 3 986 | | | — | | | — | | | — | | | 3 986 | | | — | | | — | | | — | | | — | | | 3 986 | | | 3 986 | |
Neu.de | | | 23 956 | | | — | | | — | | | — | | | 23 956 | | | — | | | — | | | — | | | — | | | 23 956 | | | 23 956 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Goodwill | | | 190 262 | | | — | | | 7 698 | | | — | | | 197 960 | | | — | | | — | | | — | | | — | | | 190 262 | | | 197 960 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Gross value | | Accumulated losses | |
| |
| |
---|
| | Carrying value | |
---|
| |
| | Change in consolidation scope | | Effect of foreign currency | |
| |
| |
| | Losses of the year | | Change in consolidation scope | |
| |
---|
(In thousands of euros) | | 01.01.2009 | | Other | | 31.12.2009 | | 01.01.2009 | | 31.12.2009 | | 01.01.2009 | | 31.12.2009 | |
---|
MIL | | | — | | | 120 588 | | | 1 798 | | | — | | | 122 386 | | | — | | | — | | | — | | | — | | | — | | | 122 386 | |
Parperfeito | | | 22 593 | | | (29 226 | ) | | 6 588 | | | 45 | | | — | | | — | | | (4 065 | ) | | 4 065 | | | — | | | 22 593 | | | | |
Meetic (Lexa) | | | 10 794 | | | — | | | — | | | — | | | 10 794 | | | — | | | — | | | — | | | — | | | 10 794 | | | 10 794 | |
Dating Direct | | | 27 171 | | | — | | | 1 969 | | | — | | | 29 140 | | | — | | | — | | | — | | | — | | | 27 171 | | | 29 140 | |
FC&Co | | | 5 680 | | | — | | | — | | | (1 694 | ) | | 3 986 | | | — | | | — | | | — | | | — | | | 5 680 | | | 3 986 | |
Neu.de | | | 23 956 | | | — | | | — | | | — | | | 23 956 | | | — | | | — | | | — | | | — | | | 23 956 | | | 23 956 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Goodwill | | | 90 194 | | | 91 362 | | | 10 355 | | | (1 649 | ) | | 190 262 | | | — | | | (4 065 | ) | | 4 065 | | | — | | | 90 194 | | | 190 262 | |
| | | | | | | | | | | | | | | | | | | | | | | |
- (1)
- ParPerfeito, sold on 10 March 2010, was classified as discontinued operation, as of 31 December 2009, in accordance with IFRS 5.
An impairment test of the value of goodwill as of 31 December 2010 and 2009 was conducted in accordance with the procedure adopted by the Group. This procedure, based principally on the method of discounted net cash flow, consists of valuing the recoverable value of each entity generating its own cash flow.
A-33
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 13. GOODWILL (Continued)
2010 impairment test
The principal assumptions used to determine the recoverable value of the goodwill are the following:
- •
- Method for recoverable amount determination: value in use
- •
- Horizon: 5 years
| | | | |
| | 31.12.2010 | |
---|
Pre-income tax Discount rate | | | 10,0 | % |
Perpetual growth rate | | | 1,5 | % |
The discount rate was determined based on a free risk rate (rate for OATs—French Treasury notes) of 3.0%, a risk premium of 6.75%, a reserve of 0.9 and a specific risk premium of 1%. The Group considers it is prudent in the current economic environment to retain a reserve of 0.9 in order to have a discount rate of 10%, which corresponds to the historical discount rate used by the Group before the economic crisis (the Group changed for 11,5% in 2008 and 2009). The perpetual growth rate used for testing is 1.5% and reflects a particularly prudent valuation of the management.
The Group analyzed the sensibilities of the recoverable amounts to a reasonable possible change of a key assumption. These analyses did not show a situation in which the carrying value of the CGUs would exceed their recoverable amount. These sensibility analyses consisted on changing independently the discount rate or the perpetual growth rate. The changes in value of the rates to obtain recoverable amounts equal to carrying values are not considered as reasonable possible according to the fact that the Management has already retained very prudent assumptions.
Such tests of value implemented as of 31 December 2010 did not show any impairment in value of goodwill.
2009 impairment test
The principal assumptions used to determine the recoverable value of the goodwill are the following:
- •
- Method for recoverable amount determination: value in use
- •
- Horizon: 5 years
| | | | |
| | 31.12.2010 | |
---|
Pre-income tax Discount rate | | | 11,5 | % |
Perpetual growth rate | | | 1,5 | % |
Such tests of value implemented as of 31 December 2009 did not show any impairment in value of goodwill, except for the Brazilian subsidiary held for sale in connection with the contribution of this business to a joint venture with Match.
The discount rate to present value was determined on the basis of riskless rates (rate for OATs—French Treasury notes) of 3.6%, a risk premium of 6.2%, and a reserve of 1.2. The rate used varies between 10% and 13.5%, on the basis of the specific characteristics of each of the subsidiaries and the country risk identified. The growth rate to infinity used for tests of value is 1.5% and reflects a particularly prudent valuation
A-34
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 13. GOODWILL (Continued)
In accordance with the AMF's recommendations, the company conducted sensitivity tests. A sensibility analysis of the both criteria (growth rate to infinity and discount rate to present value) according to reasonable hypothesis didn't show any scenario which shows a fair value for the UGT lower than the accounting value.
Such tests of value implemented as of 31 December 2009 did not show any impairment in value of goodwill.
Note 14. OTHER INTANGIBLE ASSETS
| | | | | | | | | | |
(In thousands of euros) | | Trademarks, concessions, patents, licenses, and other rights | | Assets in progress | | Total | |
---|
Gross value | | | | | | | | | | |
01.01.2010 | | | 31 202 | | | 752 | | | 31 954 | |
Separately acquired assets | | | 704 | | | 435 | | | 1 139 | |
Internally generated intangible assets | | | — | | | — | | | — | |
Assets acquired in business combinations | | | — | | | — | | | — | |
Reclassifications | | | 621 | | | (621 | ) | | — | |
Disposals | | | (371 | ) | | — | | | (371 | ) |
Effect of foreign currency | | | 553 | | | — | | | 553 | |
Other | | | — | | | — | | | — | |
| | | | | | | |
31.12.2010 | | | 32 709 | | | 566 | | | 33 275 | |
| | | | | | | |
Accumulated amortization and depreciation | | | | | | | | | | |
01.01.2010 | | | (7 248 | ) | | — | | | (7 248 | ) |
Amortization charge | | | (1 886 | ) | | — | | | (1 886 | ) |
Impairment loss | | | (559 | ) | | — | | | (559 | ) |
Reversal of provision | | | 371 | | | — | | | 371 | |
Reclassifications | | | — | | | — | | | — | |
Effect of foreign currency | | | (8 | ) | | — | | | (8 | ) |
Other | | | — | | | — | | | — | |
| | | | | | | |
31.12.2010 | | | (9 330 | ) | | — | | | (9 330 | ) |
| | | | | | | |
Carrying value | | | | | | | | | | |
01.01.2010 | | | 23 954 | | | 752 | | | 24 706 | |
31.12.2010 | | | 23 379 | | | 566 | | | 23 945 | |
A-35
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 14. OTHER INTANGIBLE ASSETS (Continued)
| | | | | | | | | | |
(In thousands of euros) | | Trademarks, concessions, patents, licenses, and other rights | | Assets in progress | | Total | |
---|
Gross value | | | | | | | | | | |
01.01.2009 | | | 19 796 | | | 1423 | | | 21 219 | |
Separately acquired assets | | | 1936 | | | 0 | | | 1 936 | |
Internally generated intangible assets | | | — | | | — | | | — | |
Assets acquired in business combinations | | | 11 203 | | | — | | | 11 203 | |
Reclassifications | | | (2 515 | ) | | — | | | (2 515 | ) |
Disposals | | | 0 | | | 0 | | | — | |
Effect of foreign currency | | | 782 | | | 0 | | | 782 | |
Other | | | 0 | | | (671 | ) | | (671 | ) |
| | | | | | | |
31.12.2009 | | | 31 202 | | | 752 | | | 31 954 | |
| | | | | | | |
Accumulated amortization and depreciation | | | | | | | | | | |
01.01.2009 | | | (6 235 | ) | | — | | | (6 235 | ) |
Amortization charge | | | (1 698 | ) | | — | | | (1 698 | ) |
Impairment loss | | | 0 | | | — | | | — | |
Reversal of provision | | | 0 | | | — | | | — | |
Reclassifications | | | 452 | | | — | | | 452 | |
Effect of foreign currency | | | 233 | | | — | | | 233 | |
Other | | | 0 | | | — | | | — | |
| | | | | | | |
31.12.2009 | | | (7 248 | ) | | — | | | (7 248 | ) |
| | | | | | | |
Carrying value | | | | | | | | | | |
01.01.2009 | | | 13 561 | | | 1 423 | | | 14 984 | |
31.12.2009 | | | 23 954 | | | 752 | | | 24 706 | |
The Group's trademarks are valued in the consolidated financial statements as follows:
| | | | | | | | | | | | | | | | | | |
(In thousands of euros) | | Value in local currency | | Currency | | Gross value as of 31.12.2010 | | Depreciation | | Carrying amount as of 31.12.2010 | | Carrying amount as of 31.12.2009 | |
---|
Lexa | | | 1 300 | | Euro | | | 1 300 | | | — | | | 1 300 | | | 1 300 | |
Dating Direct | | | 4 800 | | Livre Sterling | | | 5 577 | | | (558 | ) | | 5 019 | | | 5 405 | |
Neu | | | 2 900 | | Euro | | | 2 900 | | | — | | | 2 900 | | | 2 900 | |
Match | | | 9 850 | | Livre Sterling | | | 11 444 | | | — | | | 11 444 | | | 11 091 | |
Autres | | | 234 | | Livre Sterling | | | 271 | | | — | | | 271 | | | — | |
| | | | | | | | | | | | | | |
Trademarks | | | | | | | | 21 492 | | | (558 | ) | | 20 934 | | | 20 696 | |
| | | | | | | | | | | | | | |
A-36
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 14. OTHER INTANGIBLE ASSETS (Continued)
| | | | | | | | | | | | | | | | | | |
(In thousands of euros) | | Value in local currency | | Currency | | Gross value as of 31.12.2009 | | Depreciation | | Carrying amount as of 31.12.2009 | | Carrying amount as of 31.12.2008 | |
---|
Lexa | | | 1 300 | | Euro | | | 1 300 | | | — | | | 1 300 | | | 1 300 | |
Dating Direct | | | 4 800 | | Livre Sterling | | | 5 405 | | | — | | | 5 405 | | | 5 039 | |
Neu | | | 2 900 | | Euro | | | 2 900 | | | — | | | 2 900 | | | 2 900 | |
ParPerfeito | | | 5 000 | | Brazilian Real Dollar | | | 1 991 | | | — | | | 1 991 | | | 1 541 | |
Match | | | 9 850 | | Livre Sterling | | | 11 091 | | | — | | | 11 091 | | | — | |
Reclassification as assets held for sale | | | | | Livre Sterling | | | -1 991 | | | — | | | (1 991 | ) | | — | |
| | | | | | | | | | | | | | |
Trademarks | | | | | | | | 20 696 | | | 0 | | | 20 696 | | | 10 780 | |
| | | | | | | | | | | | | | |
The Group decided to depreciate the trademark Dating Direct beginning as of 1st January 2010 for an annual charge of £0.48 million (€558 thousands) even if the revenue attached to this trademark is higher than Group expectancy according to the resilience of this trademark. The position could change in the future.
No impairment loss was identified as at 31 December 2010 and 2009 subsequent to the impairment tests.
The other Group's intangible assets consist essentially of expenses relating to creation of websites and development in connection with the migration. Such expenses are generally amortized on a straight-line basis over five years. The expenses for developing such sites are capitalized in accordance with the criteria set forth inIAS 38, Intangible Assets (please refer to Note 2 Accounting Principles and Methods).
Intangible assets also include software purchases and licenses. The purchases corresponding to the core of the sites are amortized over five years, and other purchases are amortized over their useful life, or over the length of the legal or contractual rights attaching thereto, if less.
No impairment loss was recorded for other intangible assets as of 31 December 2010 and 2009.
No research and development expenses were booked unless they were recorded as expenses for the period.
A-37
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 15. PROPERTY, PLANT AND EQUIPMENT
| | | | | | | | | | | | | |
(In thousands of euros) | | IT equipment | | Other tangible assets | | Assets in progress | | Total | |
---|
Gross value | | | | | | | | | | | | | |
01.01.2010 | | | 7 111 | | | 1 356 | | | — | | | 8 467 | |
Acquisitions | | | 2 031 | | | 214 | | | — | | | 2 245 | |
Assets acquired in business combinations | | | — | | | — | | | — | | | — | |
Reclassifications | | | — | | | — | | | — | | | — | |
Disposals | | | (5 | ) | | — | | | — | | | (5 | ) |
Effect of foreign currency | | | 8 | | | 19 | | | — | | | 26 | |
Other | | | — | | | — | | | — | | | — | |
| | | | | | | | | |
31.12.2010 | | | 9 144 | | | 1 589 | | | | | | 10 733 | |
| | | | | | | | | |
Accumulated amortization and depreciation | | | | | | | | | | | | | |
01.01.2010 | | | (5 457 | ) | | (493 | ) | | — | | | (5 950 | ) |
Amortization charge | | | (1 355 | ) | | (311 | ) | | — | | | (1 666 | ) |
Impairment loss | | | — | | | — | | | — | | | — | |
Reversal of provision | | | — | | | — | | | — | | | — | |
Reclassifications | | | — | | | — | | | — | | | — | |
Effect of foreign currency | | | (4 | ) | | (6 | ) | | — | | | (10 | ) |
Other | | | — | | | — | | | — | | | — | |
| | | | | | | | | |
31.12.2010 | | | (6 816 | ) | | (810 | ) | | | | | (7 627 | ) |
| | | | | | | | | |
Carrying value | | | | | | | | | | | | | |
01.01.2010 | | | 1 653 | | | 863 | | | — | | | 2 517 | |
31.12.2010 | | | 2 328 | | | 779 | | | — | | | 3 107 | |
A-38
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 15. PROPERTY, PLANT AND EQUIPMENT (Continued)
| | | | | | | | | | | | | |
(In thousands of euros) | | IT equipment | | Other tangible assets | | Assets in progress | | Total | |
---|
Gross value | | | | | | | | | | | | | |
01.01.2009 | | | 6 233 | | | 927 | | | — | | | 7 160 | |
Acquisitions | | | 1 454 | | | 136 | | | — | | | 1 590 | |
Assets acquired in business combinations | | | 147 | | | 474 | | | — | | | 621 | |
Reclassifications | | | (710 | ) | | (117 | ) | | — | | | (827 | ) |
Disposals | | | (94 | ) | | (89 | ) | | — | | | (183 | ) |
Effect of foreign currency | | | 81 | | | 25 | | | — | | | 106 | |
Other | | | — | | | — | | | — | | | — | |
| | | | | | | | | |
31.12.2009 | | | 7 111 | | | 1 356 | | | | | | 8 467 | |
| | | | | | | | | |
Accumulated amortization and depreciation | | | | | | | | | | | | | |
01.01.2009 | | | (4 737 | ) | | (290 | ) | | — | | | (5 027 | ) |
Amortization charge | | | (1 272 | ) | | (274 | ) | | — | | | (1 546 | ) |
Impairment loss | | | — | | | — | | | — | | | — | |
Reversal of provision | | | — | | | — | | | — | | | — | |
Reclassifications | | | 538 | | | 61 | | | — | | | 599 | |
Effect of foreign currency | | | (53 | ) | | (81 | ) | | — | | | (134 | ) |
Other | | | 67 | | | 91 | | | — | | | 158 | |
| | | | | | | | | |
31.12.2009 | | | (5 457 | ) | | (493 | ) | | | | | (5 950 | ) |
| | | | | | | | | |
Carrying value | | | | | | | | | | | | | |
01.01.2009 | | | 1 496 | | | 637 | | | — | | | 2 133 | |
31.12.2009 | | | 1 654 | | | 863 | | | — | | | 2 517 | |
No impairment loss was recorded for property, plant and equipment as of 31 December 2010 and 2009.
Note 16. INVESTMENTS IN ASSOCIATES
Meetic accounts for its investment in Match.com Global Investments SARL in accordance with the equity method as from 10 March 2010 (please refer to Note 1).
In respect of the calendars for closing the financial statements of Match.com Global Investments SARL, the Group's net income as "Share in profit or loss of associates" as of 31 December 2010 was recorded on the basis of the most recent available financial statements of Match.com Global Investments SARL, adopted and approved on 30 September 2010, i.e., with a difference of three months.
The main information on Match.com Global Investments SARL is presented as follows:
| | | | |
(In thousands of euros) | | 30.09.2010 | |
---|
Revenue | | | 8 178 | |
Net Income | | | 1 996 | |
| | | |
Net income attributable to the Group | | | 998 | |
| | | |
A-39
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 17. OTHER NON-CURRENT ASSETS
| | | | | | | |
(In thousands of euros) | | 31.12.2010 | | 31.12.2009 | |
---|
Deposits | | | 1 190 | | | 1 053 | |
Liquidity contract (1) | | | 27 | | | 136 | |
Credit tax asset (2) | | | 5 438 | | | 4 686 | |
Asset related to the disposal of Parperfeito (3) | | | 1 222 | | | — | |
Other | | | 7 | | | — | |
| | | | | |
Other non-current assets | | | 7 884 | | | 5 875 | |
| | | | | |
- (1)
- On 12 December 2005, Meetic entered into a liquidity agreement with Société Générale for €400 000. By this agreement, the bank agreed to intervene in the market, on behalf of the Company, to support liquidity of transactions and normal trading conditions for Meetic shares and to avoid swings in the trading price not justified by market trends. This agreement was made for one year, automatically renewable.
- (2)
- Match.com International Limited, acquired in June 2009, recognizes a credit tax asset which stays owned by the vendor of MIL for the period prior to the acquisition. As of 31 December 2010, the asset amounts to €5.4 million, of which €2 million stays owned by the vendor of MIL and has a counterpart for the same amount as a financial liability to Match.com Pegasus Limited (please refer to Note 24).
- (3)
- Meetic's stake in the joint venture Match.com Global Investments SARL (please refer to Note 1) is subject to put and call options that may be exercised as from the fourth year at fair market value and may give rise to payment of an additional €1.2 million upon the occurrence thereof.
Note 18. TRADE RECEIVABLES AND OTHER DEBTORS
| | | | | | | |
(In thousands of euros) | | 31.12.2010 | | 31.12.2009 | |
---|
Trade receivables and other debtors | | | 9 605 | | | 8 270 | |
Depreciation | | | (41 | ) | | — | |
| | | | | |
Trade receivables and other debtors, Net | | | 9 564 | | | 8 270 | |
| | | | | |
Client receivables show maturities of less than one year. No asset subject to uncertain contingency was recorded as of 31 December 2010 and 2009. All of the assets involving a risk of non-collectability have been written down; such write-off was calculated on the basis of a valuation of risks undertaken by Management of each of the subsidiaries and reviewed at Group level.
Note 19. OTHER RECEIVABLES
| | | | | | | |
(In thousands of euros) | | 31.12.2010 | | 31.12.2009 | |
---|
Tax Receivables | | | 1 251 | | | 1 910 | |
Other | | | 1 724 | | | 601 | |
| | | | | |
Other Receivables | | | 2 975 | | | 2 511 | |
| | | | | |
A-40
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 20. PREPAID EXPENSES
| | | | | | | |
(In thousands of euros) | | 31.12.2010 | | 31.12.2009 | |
---|
Prepaid marketing expenses | | | 2 474 | | | 4 224 | |
Other (rental payments, Insurance, maintenance) | | | 1 028 | | | 1 011 | |
| | | | | |
Prepaid Expenses | | | 3 502 | | | 5 235 | |
| | | | | |
Note 21. CASH AND CASH EQUIVALENTS
| | | | | | | |
(In thousands of euros) | | 31.12.2010 | | 31.12.2009 | |
---|
Cash | | | 32 909 | | | 38 135 | |
Cash equivalents | | | 7 647 | | | 6 023 | |
| | | | | |
Cash and cash equivalents | | | 40 556 | | | 44 158 | |
| | | | | |
Cash consists of cash available in bank accounts and "cash equivalents" consist of short-term investment securities (OPCVM and Sicav shares, treasury mutual fund shares ("FCP"—"fonds commun de placement") immediately available (not pledged) and at no risk. No impairment in the value of these investment securities was recognized.
Note 22. EQUITY
22.1. Capital risk management
The Group's strategy is to maintain a solid capital structure, to preserve the confidence of investors, creditors, and the market and to support future growth of the business. The priority of the Board of Directors is the Group's growth and profitability. Even if the Board of Directors decided on 17 March 2010 to propose the payment of a dividend to its shareholders for €1.50 per share (refer to Note 1), the Group's policy at this stage is not to adopt a strategy of paying dividends on a regular basis, but to reinvest all equity generated to support growth.
In the area of employee investment in the Company's share capital, the Board of Directors has an open policy that is not limited to members of the Management Board. During the previous fiscal years, a program of awarding free shares was adopted and intended mainly for middle level executive employees.
Neither the Company, nor any of its subsidiaries are subject to specific requirements, restricting transfers of capital funds.
A-41
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 22. EQUITY (Continued)
22.2. Share capital
As of 31 December 2010 the Company's share capital consisted of 22 832 932 shares, nominal value €0.10.
| | | | | | | | | |
| | 31.12.2010 | | 31.12.2009 | |
|
---|
Share capital | | | 2 283 293 | | | 2 270 279 | | |
| | | | | | |
Number of shares issued | | | 22 832 932 | | | 22 702 797 | | |
| including | | | 6 112 361 | | | 6 129 693 | | Shares having a double vote |
| including | | | 16 720 571 | | | 16 573 104 | | Shares having a simple vote |
| | | | | | |
Number of treasury shares* | | | 10 791 | | | 23 217 | | Shares |
| | | | | | |
- *
- Treasury shares as of 31 December 2010 and 2009 are related to a liquidity agreement.
22.1. Dilutive instruments
| | | | | | | | | | | | | |
(In number of shares) | | BCE | | Free shares | | Free shares Performance | | Total | |
---|
31.12.2008 | | | 0 | | | 181 906 | | | | | | 181 906 | |
| | | | | | | | | |
Granted | | | | | | 207 754 | | | | | | 207 754 | |
Exercised | | | | | | 29 175 | | | | | | 29 175 | |
Cancelled | | | | | | 26 077 | | | | | | 26 077 | |
| | | | | | | | | |
31.12.2009 | | | 0 | | | 334 408 | | | | | | 334 408 | |
| | | | | | | | | |
Granted | | | | | | 420 960 | | | 90 000 | | | 510 960 | |
Exercised | | | | | | 148 131 | | | | | | 148 131 | |
Cancelled | | | | | | 31 804 | | | | | | 31 804 | |
| | | | | | | | | |
31.12.2010 | | | 0 | | | 575 433 | | | 90 000 | | | 665 433 | |
| | | | | | | | | |
22.2. Dividends
The table set forth below shows the amount of the dividend per share paid by the Group on 14 June 2010 in respect of financial year 2009, together with the amount of the extraordinary distribution of issue premium paid on the same date:
| | | | | | | | | | |
| | Number of shares | | Value | | Total amount | |
---|
Retained earnings distribution | | | 22 805 260 | | | 1,34 € | | | 30 559 048 € | |
Issue premium distribution | | | 22 805 260 | | | 0,16 € | | | 3 648 841 € | |
| | | | | | | |
| | | 22 805 260 | | | 1,50 € | | | 34 207 890 € | |
| | | | | | | |
The Board of Directors didn't propose any dividend according to the year 2010. No dividend was paid in 2009.
A-42
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 23. PROVISIONS
23.1. Change in provisions
| | | | |
(In thousands of euros) | | Provisions | |
---|
01.01.2010 | | | 316 | |
Increase in provision | | | 25 | |
Change in consolidation scope | | | — | |
Reversal for the provision used | | | (199 | ) |
Reversal for the provision with no object | | | — | |
Effect of foreign currency | | | — | |
Reclassifications | | | — | |
| | | |
31.12.2010 | | | 142 | |
| | | |
| | | | |
(In thousands of euros) | | Provisions | |
---|
01.01.2009 | | | 515 | |
Increase in provision | | | 200 | |
Change in consolidation scope | | | 177 | |
Reversal for the provision used | | | (48 | ) |
Reversal for the provision with no object | | | (493 | ) |
Effect of foreign currency | | | 10 | |
Reclassification as liabilities held for sale | | | (45 | ) |
| | | |
31.12.2009 | | | 316 | |
| | | |
The Group recognizes only current provisions.
23.2. Employee benefits
In France and in Germany, the Group is bound by systems of defined benefit plans involving career-end payments to employees.
The Group has no commitments in respect of defined benefit plans in the U.K. or Brazil.
The retirement commitments in France and Germany are valued in accordance withIAS 19, Employee Benefits. They approached zero, however, as of 31 December 2010 (and 2009), in light of the low length of service of employees and turnover of personnel.
Note 24. FINANCIAL LIABILITIES, CURRENT AND NON CURRENT
| | | | | | | |
(In thousands of euros) | | 31.12.2010 | | 31.12.2009 | |
---|
Financial liabilities | | | 2 081 | | | 3 601 | |
Other | | | 58 | | | — | |
| | | | | |
Long term borrowings and financial indebtedness | | | 2 139 | | | 3 601 | |
| | | | | |
Financial liabilities | | | 1 749 | | | 338 | |
Bank overdraft | | | 13 | | | 10 | |
| | | | | |
Short term borrowings and financial indebtedness | | | 1 762 | | | 348 | |
| | | | | |
A-43
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 24. FINANCIAL LIABILITIES, CURRENT AND NON CURRENT (Continued)
Financial liabilities:
As of 31 December 2009, residual sellers' liabilities related to the acquisition of MIL.
In connection with the acquisition of the European operations of Match., the Group must meet a residual liability of £300,000 (€338,000) reflecting the difference between nominative working capital requirements calculated post-acquisition and target working capital requirements determined contractually.
According to the acquisition of Match.com International Limited, parties agreed that a credit tax asset stays owned by the vendor of MIL for the period prior to the acquisition. Meetic recorded a financial liability against Match.com Pegasus of £3.198.000 (€3.7 million as of 31 December 2010 and €3.6 million as of 31 December 2009), with a counterpart as a credit tax asset for the same amount at acquisition date. As of 31 December 2010, one part of the liability against Match.com Pegasus for an amount of €1.7 million is reclassified to current liabilities as payment has been received in January from the Tax authorities.
During the first quarter of 2010, Meetic settled this liability of €338.000 representing the difference between the closing net working capital and the target net working capital as defined in the agreement.
Note 25. TAX AND HEALTH INSURANCE, SOCIAL SECURITY LIABILITIES
| | | | | | | |
(In thousands of euros) | | 31.12.2010 | | 31.12.2009 | |
---|
Health insurance, social security's liabilities | | | 3 980 | | | 3 259 | |
Tax liabilities (excluding Income tax) | | | 4 802 | | | 4 938 | |
| | | | | |
Tax and health insurance, social security liabilities | | | 8 782 | | | 8 197 | |
| | | | | |
The Group recognizes only current liabilities related to tax and health.
Note 26. DEFERRED REVENUE
Deferred revenue consists of the portion of subscriptions taken out by clients of the Group prior to 31 December N closing and relating to the period after 1st January N+1.
| | | | | | | |
(In thousands of euros) | | 31.12.2010 | | 31.12.2009 | |
---|
Deferred Revenue | | | 26 870 | | | 23 326 | |
| | | | | |
A-44
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 27. DEFERRED TAX, NET
| | | | | | | | | | |
(In thousands of euros) | | Asset | | Liability | | Net position | |
---|
Deferred tax as of 31.12.2008 : | | | | | | | | | | |
Temporary differences | | | 757 | | | 3 351 | | | 2 594 | |
| | | | | | | |
Deferred tax as of 31.12.2009 : | | | | | | | | | | |
Temporary differences | | | 562 | | | 5 732 | | | 5 170 | |
| | | | | | | |
Change of 2009 period | | | | | | | | | 2 575 | |
Including: | | | | | | | | | | |
Variance in deferred tax in income statement | | | | | | | | | 2 818 | |
Deferred tax treated as Goodwill and trademark | | | | | | | | | 3 137 | |
Effect of changes into the scope of consolidation | | | | | | | | | (1 108 | ) |
Effect of fluctuations in exchange rates | | | | | | | | | 787 | |
Reclassification of assets and liabilities held for sale | | | | | | | | | (3 257 | ) |
Other | | | | | | | | | 198 | |
| | | | | | | |
Deferred tax as of 31.12.2010 : | | | | | | | | | | |
Temporary differences | | | — | | | 6 070 | | | 6 070 | |
| | | | | | | |
Change of 2010 period | | | | | | | | | 900 | |
| | | | | | | |
Including: | | | | | | | | | | |
Change through Income statement (see Note 9) | | | | | | | | | 942 | |
Other | | | | | | | | | (42 | ) |
A-45
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 28. SHARE-BASED PAYMENT
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Share-based payment 2010 | | Free Shares Plan 1 | | Free Shares Plan 2 | | Free Shares Plan 3 | | Free Shares Plan 4 | | Free Shares Plan 5 | | Free Shares Plan 6 | | Free Shares Plan 7 | | Free Shares Plan 7 Performance | | Total | |
---|
Grant date | | | 05/12/2006 | | | 30/07/2007 | | | 15/01/2008 | | | 02/01/2009 | | | 27/07/2009 | | | 23/07/2010 | | | 18/11/2010 | | | 18/11/2010 | | | | |
Number of shares granted | | | 106 736 | | | 35 401 | | | 384 065 | | | 118 333 | | | 57 000 | | | 30 000 | | | 420 000 | | | 90 000 | | | 1 241 535 | |
Valuation method | | | Black & Scholes | |
Volatility | | | N/A | | | N/A | | | N/A | | | N/A | | | N/A | | | N/A | | | N/A | | | N/A | | | | |
Assumed rate of turnover | | | 8% | | | 8% | | | 8% | | | 8% | | | 8% | | | 8% | | | 8% | | | 0% | | | | |
Performance conditions achievement rate | | | NA | | | NA | | | NA | | | NA | | | NA | | | NA | | | NA | | | 66% | | | | |
Exercise Price | | | NA | | | NA | | | NA | | | NA | | | NA | | | NA | | | NA | | | NA | | | | |
Term | | | NA | | | NA | | | NA | | | NA | | | NA | | | NA | | | NA | | | NA | | | | |
Expected Dividends | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Expense for the financial year ended 31.12.2010 (in thousands of Euros) | | | 117 | | | 34 | | | 1 846 | | | 439 | | | 84 | | | 81 | | | 272 | | | 31 | | | 2 904 | |
Fair market value at maturity | | | 1 429 | | | 260 | | | 8 200 | | | 1 146 | | | 175 | | | 440 | | | 5 505 | | | 904 | | | 18 059 | |
| | | | | | | | | | | | | | | | | | | |
Share-based payment 2009 | | Free Shares Plan 1 | | Free Shares Plan 2 | | Free Shares Plan 3 | | Free Shares Plan 4 | | Free Shares Plan 5 | | Total | |
---|
Grant date | | | 05/12/2006 | | | 30/07/2007 | | | 15/01/2008 | | | 02/01/2009 | | | 27/07/2009 | | | | |
Number of shares granted | | | 106 736 | | | 35 401 | | | 384 065 | | | 118 333 | | | 57 000 | | | 701 535 | |
Valuation method | | | Black & Scholes | |
Volatility | | | N/A | | | N/A | | | N/A | | | N/A | | | N/A | | | | |
Assumed rate of turnover | | | 8% | | | 8% | | | 8% | | | 8% | | | 8% | | | | |
Performance conditions achievement rate | | | NA | | | NA | | | NA | | | NA | | | NA | | | | |
Exercise Price | | | NA | | | NA | | | NA | | | NA | | | NA | | | | |
Term | | | NA | | | NA | | | NA | | | NA | | | NA | | | | |
Expected Dividends | | | — | | | — | | | — | | | — | | | — | | | — | |
Expense for the financial year ended 31.12.2009 | | | 214 | | | 73 | | | 2 902 | | | 358 | | | 98 | | | 3 645 | |
(in thousands of Euros) | | | | | | | | | | | | | | | | | | | |
Fair market value at maturity | | | 1 401 | | | 272 | | | 7 610 | | | 993 | | | 540 | | | 10 816 | |
Free Shares Plans
The Shareholders, at a Combined General Meeting held on 9 November 2006, authorized the Board of Directors to make grants of free existing or newly-issued shares, on one or more occasions, to salaried employees and executive officers of the Company and companies or economic interest groupings 10% or more of the share capital or voting rights of which was owned or held, directly or indirectly, by the Company.
Under and pursuant to the authority granted at the Extraordinary General Meeting of Shareholders held on 9 November 2006, the Board of Directors, at a meeting held on 5 December 2006, made grants of 106 736 free shares having the following characteristics:
- •
- grants of shares to the grantees thereunder will not fully vest until the end of a minimum vesting period of two years;
A-46
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 28. SHARE-BASED PAYMENT (Continued)
- •
- the minimum length of the holding period obligation by which the beneficiaries are bound at the end of the vesting period is two years;
- •
- the Board of Directors will have the power to increase the length of the vesting period and of the mandatory holding period.
Under and pursuant to the authority given at the Extraordinary General Meeting of Shareholders held on 9 November 2006, the Board of Directors, at a meeting held on 30 July 2007, made grants of 35 401 free shares having the following characteristics:
- •
- for each grantee, the free shares were granted in thirds;
- •
- grants of shares to their grantees will not fully vest until the end of a minimal vesting period of two years' service;
- •
- the minimum length of the holding period obligation by which the grantees are bound at the end of the vesting period is two years;
- •
- the Board of Directors will have the power to increase the length of the vesting period and of the mandatory holding period;
As a matter of information, the subsidiaries are included under the free share plan.
The Shares have been valued and are recorded in the books and records in accordance with IFRS 2 (see Note 2.14).
Under and pursuant to the authority given at the Extraordinary General Meeting of Shareholders held on 28 November 2007, the Board of Directors, at a meeting held on 15 January 2008, made grants of 384 065 free shares having the following characteristics:
- •
- For each grantee, the free shares were granted in thirds;
- •
- Grants of shares to their grantees will not fully vest until the end of a minimal vesting period of two years' service;
- •
- The minimum length of the holding period obligation by which the beneficiaries are bound at the end of the vesting period is two years;
- •
- The Board of Directors will have the power to increase the length of the vesting period and of the mandatory holding period.
As a matter of information, the subsidiaries are included under the free share plan.
The Shares have been valued and are recorded in the books in accordance with IFRS 2 (see Note 2.14).
Under and pursuant to the authority given at the Extraordinary General Meeting of Shareholders held on 28 November 2007, the Board of Directors, at a meeting held on 2 January 2009 made grants of 118 333 free shares having the following characteristics:
- •
- For each grantee, the free shares were granted in thirds;
- •
- Grants of shares to their grantees will not fully vest until the end of a minimal vesting period of two years' service;
A-47
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 28. SHARE-BASED PAYMENT (Continued)
- •
- The minimum length of the holding period obligation by which the beneficiaries are bound at the end of the vesting period is two years;
- •
- The Board of Directors will have the power to increase the length of the vesting period and of the mandatory holding period.
As a matter of information, the subsidiaries are included under the free share plan.
The Shares have been valued and are recorded in the books in accordance with IFRS 2 (see Note 2.14).
Under and pursuant to the authority given at the Extraordinary General Meeting of Shareholders held on 5 June 2009, the Board of Directors, at a meeting held on 27 July 2009 made grants of 57 000 free shares having the following characteristics:
- •
- For each grantee, the free shares were granted in two grants;
- •
- Grants of shares to their grantees will not fully vest until the end of a minimal vesting period of two years' service;
- •
- The Board of Directors will have the power to increase the length of the vesting period and of the mandatory holding period.
As a matter of information, this free share plan only included foreign subsidiaries.
The Shares have been valued and are recorded in the books in accordance with IFRS 2 (see Note 2.14).
Under and pursuant to the authority given at the Extraordinary General Meeting of Shareholders held on 2 June 2010, the Board of Directors, at a meeting held on 23 July 2010 made grants of 30 000 free shares having the following characteristics:
- •
- For each grantee, the free shares were granted in two grants;
- •
- Grants of shares to their grantees will not fully vest until the end of a minimal vesting period of two years' service;
- •
- The minimum period of unavailability from the date of grant is at least 2 years;
- •
- The Board of Directors will have the power to increase the length of the vesting period and of the mandatory holding period.
As a matter of information, this free share plan only included foreign subsidiaries.
The Shares have been valued and are recorded in the books in accordance with IFRS 2.
Under and pursuant to the authority given at the Extraordinary General Meeting of Shareholders held on 2 June 2010, the Board of Directors, at a meeting held on 18 November 2010 made grants of 510 000 free shares having the following characteristics:
A free shares plan for 420 000 shares having the following characteristics:
- •
- For each grantee, the free shares were granted in two grants;
- •
- Grants of shares to their grantees will not fully vest until the end of a minimal vesting period of two years' service;
A-48
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 28. SHARE-BASED PAYMENT (Continued)
- •
- The minimum period during which the beneficiaries must hold their shares is at least two years;
- •
- The Board of Directors will have the power to increase the length of the vesting period and of the mandatory holding period.
As a matter of information, this free share plan only included foreign subsidiaries.
The Shares have been valued and are recorded in the books in accordance with IFRS 2.
A performance share plan for 90 000 shares having the following characteristics:
- •
- shares were granted in one grant;
- •
- shares will fully vest on 31 March 2014 (i) pursuant to employment within the company at this date and (ii) subject to the satisfaction of the following performance conditions:
- •
- EBITDA margin for the years 2011, 2012 and 2013 is higher than 20%, and
- •
- The annual growth of subscriptions sales according to 2011, 2012 and 2013 ("annual growth") is more than 5%.
Subject to the satisfaction of each of these performance conditions as mentioned above, the portion of shares granted which will be fully vested, will be determined as following:
- •
- 25% of shares granted subject to an annual growth between 5% (included) and 6% (excluded) ;
- •
- 50% of shares granted subject to an annual growth between 6% (included) and 7% (excluded) ;
- •
- 75% of shares granted subject to an annual growth between 7% (included) and 8% (excluded) ;
- •
- 100% of shares granted subject to an annual growth higher than 8%.
When these performance conditions are not satisfied, the shares won't be granted.
- •
- The minimum period during which the beneficiaries must hold their shares is at least two years;
- •
- The Board of Directors will have the power to increase the length of the vesting period and of the mandatory holding period.
The Shares have been valued and are recorded in the books in accordance with IFRS 2.
The performance conditions achievement rate is estimated to be 66% as of 31 December 2010.
A-49
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 29. FINANCIAL INSTRUMENTS
29.1. Categories and fair value of financial instruments
| | | | | | | | | | | | | | | | | | | | | | | | | |
31.12.2010 (In thousands of euros) | | Held-to- maturity financial assets | | Financial assets available for sale | | Loans and receivables | | Fair value through profit or loss | | Financial liabilities at amortized costs | | Derivatives | | Carrying value | | Fair value | |
---|
Other non-current assets | | | — | | | — | | | 7 884 | | | — | | | — | | | — | | | 7 884 | | | 7 884 | |
Trade receivables and other debtors | | | — | | | — | | | 9 564 | | | — | | | — | | | — | | | 9 564 | | | 9 564 | |
Other receivables | | | — | | | — | | | 2 975 | | | — | | | — | | | — | | | 2 975 | | | 2 975 | |
Cash and cash equivalents | | | — | | | — | | | — | | | 40 556 | | | — | | | — | | | 40 556 | | | 40 556 | |
| | | | | | | | | | | | | | | | | |
Financial assets | | | — | | | — | | | 20 423 | | | 40 556 | | | — | | | — | | | 60 979 | | | 60 979 | |
| | | | | | | | | | | | | | | | | |
Long term borrowings and financial indebtedness | | | — | | | — | | | — | | | — | | | (2 139 | ) | | — | | | (2 139 | ) | | (2 139 | ) |
Other non-current liabilities | | | — | | | — | | | — | | | — | | | (30 | ) | | — | | | (30 | ) | | (30 | ) |
Short term borrowings and financial indebtedness | | | — | | | — | | | — | | | — | | | (1 762 | ) | | — | | | (1 762 | ) | | (1 762 | ) |
Trade payables and other creditors | | | — | | | — | | | — | | | — | | | (19 116 | ) | | — | | | (19 116 | ) | | (19 116 | ) |
Other liabilities | | | — | | | — | | | — | | | — | | | (954 | ) | | — | | | (954 | ) | | (954 | ) |
| | | | | | | | | | | | | | | | | |
Financial liabilities | | | — | | | — | | | — | | | — | | | (24 001 | ) | | — | | | (24 001 | ) | | (24 001 | ) |
| | | | | | | | | | | | | | | | | |
A-50
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 29. FINANCIAL INSTRUMENTS (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | |
31.12.2009 (In thousands of euros) | | Held-to- maturity financial assets | | Financial assets available for sale | | Loans and receivables | | Fair value through profit or loss | | Financial liabilities at amortized costs | | Derivatives | | Carrying value | | Fair value | |
---|
Other non-current assets | | | — | | | — | | | 5 875 | | | — | | | — | | | — | | | 5 875 | | | 5 875 | |
Trade receivables and other debtors | | | — | | | — | | | 8 270 | | | — | | | — | | | — | | | 8 270 | | | 8 270 | |
Other receivables | | | — | | | — | | | 2 511 | | | — | | | — | | | — | | | 2 511 | | | 2 511 | |
Cash and cash equivalents | | | — | | | — | | | — | | | 44 158 | | | — | | | — | | | 44 158 | | | 44 158 | |
| | | | | | | | | | | | | | | | | |
Financial assets | | | — | | | — | | | 16 656 | | | 44 158 | | | — | | | — | | | 60 814 | | | 60 814 | |
| | | | | | | | | | | | | | | | | |
Long term borrowings and financial indebtedness | | | — | | | — | | | — | | | — | | | (3 601 | ) | | — | | | (3 601 | ) | | (3 601 | ) |
Other non-current liabilities | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Short term borrowings and financial indebtedness | | | — | | | — | | | — | | | — | | | (348 | ) | | — | | | (348 | ) | | (348 | ) |
Trade payables and other creditors | | | — | | | — | | | — | | | — | | | (25 170 | ) | | — | | | (25 170 | ) | | (25 170 | ) |
Other liabilities | | | — | | | — | | | — | | | — | | | (304 | ) | | — | | | (304 | ) | | (304 | ) |
| | | | | | | | | | | | | | | | | |
Financial liabilities | | | — | | | — | | | — | | | — | | | (29 423 | ) | | — | | | (29 423 | ) | | (29 423 | ) |
| | | | | | | | | | | | | | | | | |
29.2. Recognition of effects of Financial Instruments
The effects on income of financial instruments are recorded in financial income (loss) and are discussed in Note 10, "Financial Income (loss)".
29.3. Fair value of financial instruments
Fair value of financial assets
The carrying value of trade accounts receivable, cash and cash equivalents and advances is a reasonable approximation of fair value, due to the short maturity of these instruments.
Fair value of financial liabilities
The carrying value of trade accounts payable and other and short-term borrowings is a reasonable approximation of fair value, due to the short maturity of these instruments.
Financial instruments at fair value through profit or loss
The following table presents the fair value method of financial instruments at fair value through profit or loss according to the three following levels based on the degree to which the fair value is observable:
- •
- Level 1: fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.
A-51
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 29. FINANCIAL INSTRUMENTS (Continued)
- •
- Level 2: fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
- •
- Level 3: fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Financial assets at fair value:
| | | | | | | | | | | | | |
| | 31.12.2010 | |
---|
(In thousands of euros) | | Level 1 | | Level 2 | | Level 3 | | Total | |
---|
Financial assets at fair value through profit or loss | | | | | | | | | | | | | |
Cash and cash equivalent | | | 40 556 | | | — | | | — | | | 40 556 | |
| | | | | | | | | |
Total | | | 40 556 | | | — | | | — | | | 40 556 | |
| | | | | | | | | |
| | | | | | | | | | | | | |
| | 31.12.2009 | |
---|
(In thousands of euros) | | Level 1 | | Level 2 | | Level 3 | | Total | |
---|
Financial assets at fair value through profit or loss | | | | | | | | | | | | | |
Cash and cash equivalent | | | 44 158 | | | — | | | — | | | 44 158 | |
| | | | | | | | | |
Total | | | 44 158 | | | — | | | — | | | 44 158 | |
| | | | | | | | | |
Note 30. EXPOSURE OF THE GROUP TO FINANCIAL RISKS
30.1. Market risk
Foreign currency risk
Meetic is not significantly exposed to foreign currency risks in respect of its business operations, since the major portion of the transactions (internet) made by its clients are invoiced or paid in Euros (approximately 68% of revenues during 2010 and 70% during 2009).
The assets, liabilities, revenues, and expenses of foreign subsidiaries are expressed in the functional currency of the subsidiaries. The assets, liabilities, revenues, and expenses of such subsidiaries are converted into Euros in connection with the preparation of the Group's consolidated financial statements.
If the Euro appreciates (or decreases) compared to another foreign currency, the value in Euros of assets and liabilities, revenues, and expenses initially recorded in such other currency will decrease (or increase). Thus, variations in the value of the Euro may have an effect on the value in Euros of assets, liabilities, revenues, and expenses not denominated in Euros, even if the value of such items has not changed in local currency.
A variance of 10% of the parities of currencies other than the operating currencies of the subsidiaries would have had no effect on the Group's net income (loss) for financial year 2010 and 2009.
A-52
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 30. EXPOSURE OF THE GROUP TO FINANCIAL RISKS (Continued)
Interest rate risk
The Group is exposed to interest rate risks on its treasury investments.
The effect of a decline in interest rates of 1 point applied to short-term rates would have no effect on the Group's net income (loss) for financial year 2010 and 2009.
Equity market risk
The Group does not have a strategy of holding treasury shares in connection with its investments. On the other hand, it holds a small number of its own shares as a result of implementing a liquidity agreement as part of its share buy-back program. In addition, in light of the trading price of its shares, the Company decided to buy back its shares in 2008 so as to be able to honor the first portion of its free share plan without having to issue new shares.
The Company held 10 791 of its own shares in its Treasury on 31 December 2010 and 23 217 on 31 December 2009.
In light of the very limited number of treasury shares, the direct impact of a variance in the Company's shares on net income and shareholders' equity is believed to be negligible.
30.2. Liquidity risk
To manage the liquidity risk that could arise in connection with the maturity of financial liabilities, whether at their contractual due date, or prematurely, the Group has implemented a prudent financing strategy based, in particular, on investment of its excess cash in riskless financial investments.
The Group is not subject to any bank guarantee
The following tables detail the Group's remaining contractual maturity for its financial liabilities (interest and principal), with agreed repayment periods:
| | | | | | | | | | | | | |
| | 31.12.2010 | |
---|
(In thousands of euros) | | < 1 year | | 1 to 5 years | | > 5 years | | Total | |
---|
Long term borrowings and financial indebtedness | | | — | | | 2 139 | | | — | | | 2 139 | |
Other non-current liabilities | | | — | | | 30 | | | — | | | 30 | |
Short term borrowings and financial indebtedness | | | 1 762 | | | — | | | — | | | 1 762 | |
Trade payables and other creditors | | | 19 116 | | | — | | | — | | | 19 116 | |
Other liabilities | | | 954 | | | — | | | — | | | 954 | |
| | | | | | | | | |
Total | | | 21 832 | | | 2 169 | | | — | | | 24 001 | |
| | | | | | | | | |
| | | | | | | | | | | | | |
| | 31.12.2009 | |
---|
(In thousands of euros) | | < 1 year | | 1 to 5 years | | > 5 years | | Total | |
---|
Long term borrowings and financial indebtedness | | | — | | | 3 601 | | | — | | | 3 601 | |
Other non-current liabilities | | | — | | | — | | | — | | | — | |
Short term borrowings and financial indebtedness | | | 348 | | | — | | | — | | | 348 | |
Trade payables and other creditors | | | 25 170 | | | — | | | — | | | 25 170 | |
Other liabilities | | | 304 | | | — | | | — | | | 304 | |
| | | | | | | | | |
Total | | | 25 822 | | | 3 601 | | | — | | | 29 423 | |
| | | | | | | | | |
A-53
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 30. EXPOSURE OF THE GROUP TO FINANCIAL RISKS (Continued)
30.3. Credit risk
Financial instruments that could potentially subject the Group to concentrations of counterparty risk consist primarily of:
- •
- trade receivables: this risk is daily controlled through the collection process. On the other hand, with respect to the large and diverse customer base, the exposure to concentrations of credit risk is limited;
- •
- financial investments: the Group's policy is to invest on short-term marketable securities (generally less than 1 month, in respect to diversification of investments with highly rated commercial banks.
The carrying amount of financial assets recognized in the financial statements, which is net of impairment losses, represents the Group's maximum exposure to credit risk.
The Group does not recognize any financial asset past due but not impaired.
Note 31. RELATED PARTIES
Related parties of the Group are executive officers, executive managers, and directors of the Group, as well as companies in which they exercise control, common control, or a significant influence, or hold significant voting rights.
31.1. Compensation of Members of Corporate Governance Bodies and Principal Executive Officers
The members of the corporate governance bodies and Principal Executive Officers receive compensation in the form of employee benefits and share-based payments.
The amount of compensation (base and variable) paid to members of the corporate governance bodies and in respect of their responsibilities in 2010 was €939 141 (€ 1 072 355 in 2009). Executive officers were granted 525.000 free shares in connection with the plans as of 31 December 2010 (230.000 as of 31 December 2009). Officers are not covered by a supplemental retirement plan, but only by end-of-career indemnities provided under the applicable Collective Labour Agreement or "Convention collective" (please refer to Note 2.13)
As of 31 December 2010, the provision for board members' fees amounted to €29.4 thousands (€ 14 thousands in 2009); this amount will be paid in 2011. As of 31 December 2010 and on 31 December 2009, there were no loans or guarantees outstanding to executive officers by Meetic SA or by any of its subsidiaries.
31.2. Related parties transactions
As of 31 December 2009, the provision for board members' fees amounted to € 14,000. During the board of the 17th of March 2010, all board members have decided to renounce to their fee which therefore will be paid to a charity association.
Shareholders' Agreement:
Marc Simoncini and Match.com Pegasus Limited entered into a Shareholders' Agreement to which Meetic is a party. This agreement was previously approved by Meetic's Board of Directors on 7 May 2009. A General Meeting of Meetic's Shareholders approved this agreement on 5 June 2009.
A-54
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 31. RELATED PARTIES (Continued)
As set forth in the Recitals of this Shareholders' Agreement, Match.com Pegasus Limited and Marc Simoncini do not intend to be acting in concert with respect to MEETIC for purposes of Article L. 233-10 of the Code of Commerce, which condition is of the essence of such Shareholders' Agreement, since the purpose thereof is to protect Match.com Pegasus Limited as a minority shareholder.
Transactions with the associate Match.com Global Investments SARL were not material for 2010.
Other Group related parties transactions are the following:
Air transportation services agreement with Nazca Aviation Limited and Meetic
Marc Simoncini is an executive officer and shareholder of Nazca Aviation Ltd., an Irish company. During 2010, such company billed €33 thousand to Meetic S.A. for air transport services (€63 thousand in 2009).
According to French law on commercial relationships among subsidiaries of the group, and when applicable, these agreements are proposed to the Meetic's Board of Directors for approval and were provided to auditors and shareholders. The exhaustive agreements on commercial relationships among subsidiaries are exposed in Chapter 19 of the 2010 Annual Report. They did not generate material flows in 2010.
Note 32. CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS
Contractual obligations related to changes in scope of consolidation
Contractual obligations received in Connection with the acquisition of shares:
- •
- Acquisition of Dating Direct: representations and warranties and related indemnification obligation expiring in early 2014.
- •
- Acquisition of Neu.de: representations and warranties and related indemnification obligation capped at €25 million, expiring in 2013 and usual representations and warranties limited to €5 million.
As of 31 December 2009, the following contractual obligation received still was applicable.
- •
- Acquisition of MIL: representations and warranties and related indemnification obligation capped at € 18 million and last for eighteen months as from 5 June 2009.
Representations and warranties given and received in connection with the disposal of ParPerfeito / formation of a joint company Match.com Global Investments SarL:
- •
- usual warranties given and received capped at $4.5 million
- •
- Meetic received an exit right but not an obligation to sell all of the shares held by Meetic to Match on the 3rd anniversary based on a fair value consideration. On the 4th anniversary, Match shall have the right but not the obligation to purchase all of the shares held by Meetic at their fair value at this date.
A-55
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 32. CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS (Continued)
Contractual obligations and commercial commitments
In connection with its strategic alliance strategy across Europe, the Group has made commitments of €8.4 million including € 7.1 million due within one year (the rest is due between 1 and 5 years) with all of its partners. In 2009, the commitments amounted to € 4.6 million.
Furthermore, rental expenses for the year 2010 amount to €2 million and rental commitments and guarantees amounted to € 4.3 million including €1.8 million within one year for the Group as a whole. The commitments amounted to 6.3 million in 2009.
Note 33. AUDITORS FEES
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | KPMG | | VACHON & ASSOCIES | |
---|
| | In thousands of euros | | % | | In thousands of euros | | % | |
---|
| | 2010 | | 2009 | | 2010 | | 2009 | | 2010 | | 2009 | | 2010 | | 2009 | |
---|
Legal engagements for statutory and consolidated financial statements: | | | | | | | | | | | | | | | | | | | | | | | | | |
• Mother company | | | 202 | | | 331 | | | 60 | % | | 48 | % | | 130 | | | 209 | | | 91 | % | | 92 | % |
• Fully consolidated company | | | 132 | | | 173 | | | 40 | % | | 25 | % | | 13 | | | 18 | | | 9 | % | | 8 | % |
Other engagements: | | | | | | | | | | | | | | | | | | | | | | | | | |
• Mother company | | | — | | | 190 | | | 0 | % | | 27 | % | | — | | | — | | | 0 | % | | 0 | % |
• Fully consolidated company | | | — | | | — | | | 0 | % | | 0 | % | | — | | | — | | | 0 | % | | 0 | % |
Sub-total | | | 334 | | | 694 | | | 100 | % | | 100 | % | | 143 | | | 227 | | | 100 | % | | 100 | % |
| | | | | | | | | | | | | | | | | |
Other engagements from the auditors network: | | | | | | | | | | | | | | | | | | | | | | | | | |
• Legal, Tax, Personnel | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
• Other | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Sub-total | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | |
Total | | | 334 | | | 694 | | | 100 | % | | 100 | % | | 143 | | | 227 | | | 100 | % | | 100 | % |
| | | | | | | | | | | | | | | | | |
Note 34. SUBSEQUENT EVENTS
Match International Limited (MIL), a subsidiary of Meetic, set up a company named Match.com Nordic AB located in Sweden, in order to carry the activity of the Group in Sweden, Finland, Norway and Denmark. This company is operating beginning as of 1st January 2011. At the same date, MIL sold its shares in Match.com Nordic AB to Meetic SA. Match.com Nordic AB is consolidated by Meetic SA beginning as of 1st January 2011.
According to the acquisition of Match.com International Limited in June 2009, parties agreed that a credit tax asset stays owned by the vendor of MIL, Match.com Pegasus Limited for the period prior to the acquisition.
During the 2011 first semester, the tax authorities agreed to reimburse MIL.
The part of the received reimbursement related to the period prior to the acquisition has been repaid to Match.com Pegasus Limited in 2011. Concerning the part of the tax credit which belongs to Meetic (for the period after the acquisition of MIL on 5 June 2009), the surplus of received repayment from the tax authorities has been recognized as an income in 2011 for € 1.5 million.
A-56
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Meetic Audited Consolidated Financial Statements as of December 31, 2010 and 2009 and for the years ended December 31, 2010 and 2009 INDEXConsolidated Financial Statements For the years ended 31 December 2010 and 2009Independent Auditors' ReportConsolidated Statements of IncomeConsolidated Statements of Comprehensive IncomeConsolidated Statements of Financial PositionConsolidated Statements of Changes in EquityConsolidated Statements of Cash FlowsNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS