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Cegedim

Annual Report Nov 27, 2014

1189_10-q_2014-11-27_0d008262-b8c8-411b-a2be-2621c5a9561a.pdf

Annual Report

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Please note that the first nine months and third quarter consolidated financial statements are not reviewed by our auditors.

Interim Financial Report

Interim Report

3rd Quarter and Nine Months 2014 Contents

Cegedim at a glance 3
Cegedim's divisions presentation 5
Executive, supervisory bodies and statutory auditors 7
Investor information 8
Interim Management Report 11
Management Discussion 12
Main Risks 37
Related parties 38
Employees 39
Period Highlights 40
Subsequent events 42
Outlook 44
Interim Consolidated Financial Statements 45
Consolidated Financial Statements 46
Notes to the consolidated Interim Financial
Report Statements
52
Further Information 75
Glossary 76
Financial calendar 78
Contacts 78
Review Report 79
Statement by the company officer responsible for
the first Nine Months Financial Report
80

.

Cegedim's divisions
presentation
5
Executive, supervisory bodies
and statutory auditors
7
Investor Information 8

.

Cegedim's Divisions Presentation

Cegedim is a leading provider of technology and information services dedicated to the healthcare industry, serving customers in more than 80 countries on five continents.

Cegedim is a leading provider of technology and information services to the healthcare industry, serving customers in more than 80 countries on five continents. The Group designs, develop, implement, market, sell and technically support a wide range of information technology services, including specialized software and database management services. It targets various segments of the healthcare industry, including (1) pharmaceutical, biotech and other healthcare companies, (2) healthcare professionals and (3) health insurance companies.

Founded in France in 1969, Cegedim S.A. has been publicly listed on NYSE Euronext Paris Exchange since 1995.

Cegedim operations are now organized into four divisions based on type of product offering and client: CRM and Strategic Data, Healthcare Professionals, Insurance and Services and GERS Activities and Reconciliation.

CRM and Strategic Data

The CRM and Strategic Data division supports the marketing and service operations of pharmaceutical, biotech, other healthcare companies and other businesses by providing them with software, data and analysis. The range of products and services includes (i) databases containing information on medical practitioners and prescribers, including Cegedim OneKey database, (ii) sales and marketing management systems, including Cegedim CRM software, (iii) strategic marketing and medical research, (iv) software and analytical systems for assessing the effectiveness of advertising and promotional activity and (v) business intelligence services. Additionally, the Group provides compliance services which allow pharmaceutical, biotech and other healthcare companies to better communicate the correct usage of drugs and help them ensure that their marketing activities comply with applicable laws and regulations.

In particular, the Group believes its OneKey database, which contains information on more than 13.7 million healthcare professionals worldwide, is the most comprehensive database of healthcare professionals currently available. It allows Cegedim users to obtain accurate information on healthcare professionals in various sectors and helps them strengthen their relationships with customers.

The clients of the CRM and Strategic Data division include all of the top 20 global pharmaceutical companies as measured by revenue in the year ended December 31, 2012. The CRM software, databases and market research are also used by several companies in the food service, automotive and other industries.

Healthcare Professionals

The Healthcare Professionals division provides (i) software for the management of day-to-day practices to pharmacists, physicians, healthcare networks and paramedical professionals located in the EMEA region and the United States and (ii) databases that are useful for such healthcare professionals. Cegedim software and databases include electronic patient records, e-prescriptions software and a medication database, the scope and content of which are tailored to the healthcare regulations and prescription processes of the various countries in which its clients operate. Cegedim also provides administrative services, including installation, maintenance and hosting, as well as training and call center services related to its products. Furthermore, through its subsidiary Cegelease, the Group arranges financings for pharmacists and healthcare professionals in France for computer equipment (e.g., software, hardware and maintenance) and pharmacy fixtures (e.g., signs, automatic devices and furniture). In such financings, the Group primarily acts as a broker between its customers and established financial institutions. Lastly, Cegedim offers marketing and point-of-sale services to pharmacies in France.

Insurance and Services

The Insurance and Services division includes all of the Group's products and services for insurers, mutual and contingency companies and intermediaries predominantly in France. This division groups all competencies along the entire chain of information sharing between healthcare professionals and insurance organizations and mandatory and supplemental insurers. Its offering includes (i) IT for healthcare insurers, (ii) flows and electronic payment, and (iii) management services.

Furthermore, through the Insurance and Services division, the Group provides solutions and services to its many customers in all business sectors concerned with issues related to hosting, outsourcing (notably for HR and payroll management with Cegedim SRH) and e-business services.

GERS Activities and Reconciliation

Beginning in the fourth quarter of 2013, Cegedim began segregating the activities that the Group performs as the parent company of a listed group, as well as the support it provides to the others divisions into a fourth, newly introduced, division named Reconciliation. This division includes: (i) support activities that are invoiced at market prices to the relevant division (such as bookkeeping, human resources and cash management, legal assistance and marketing services) and (ii) certain parent company activities that cannot be attributed to any single division or business line (such as Group strategy management, producing consolidated information and financial communications). The Reconciliation division's activities are performed chiefly by the parent company, Cegedim SA, which also carries out certain operational activities, the most important of which is CRM and Strategic Data. Previously, Reconciliation division activities had been housed within the division to which the Cegedim SA's principal operational activity belongs: CRM and Strategic Data. By the end of June 2014, the activities of GERS in France and Romania and the company Pharmastock were transferred from the CRM and strategic data division to the Reconciliation division that was accordingly renamed GERS Activities and Reconciliation.

Executive, supervisory bodies and statutory auditors

as of September 30, 2014

Board of Directors

Jean-Claude Labrune Chairman of the Board of Director

Laurent Labrune

Aude Labrune-Marysse

Pierre Marucchi Representative of FCB

Anne-Sophie Hérelle Representative of Bpifrance

Valérie Raoul-Desprez Appointed by Bpifrance

Anthony Roberts Representative of Alliance Healthcare France

Philippe Tcheng Representative of GERS GIE

Jean-Pierre Cassan Independent Board Director

Jean-Louis Mery

Statutory Auditors

Grant Thornton Represented by Solange Aïache

Mazars Represented by Jérôme de Pastors

Audit Committee

Valérie Raoul-Desprez Chairman

Aude Labrune-Marysse

Pierre Marucchi

Jean-Pierre Cassan Independent Board Director

Nomination Committee

Jean-Claude Labrune Chairman

Valérie Raoul-Desprez

Jean-Pierre Cassan Independent Board Director

Compensation Committee

Jean-Pierre Cassan Chairman, Independent Board Director

Aude Labrune-Marysse Jean-Louis Mery

Strategy Committee

Jean-Claude Labrune Chairman Laurent Labrune Anne-Sophie Hérelle

General Management

Jean-Claude Labrune Chairman & Chief Executive Officer

Pierre Marucchi Managing Director

Karl Guenault Chief Operational Excellence Officer

Operational Management

Laurent Labrune Cegedim Relationship Management

Bruno Sarfati Cegedim Strategic Data

Alain Missoffe Cegedim Healthcare Software

Philippe Simon Cegedim Insurance

Arnaud Guyon Cegedim e-business

Jérôme Rousselot Cegedim SRH

Investor Information

Clarity, Simplicity, Transparency.

ISIN FR0000053506

Overview of Cegedim shares

During the 3rd Quarter 2014, Cegedim shares developed negatively. The closing price at the end of September was down 2.9% at €24.94. The price reached their high during trading of €28.51 on September 4th, 2014.

3rd Quarter Year
in euro 2013 2014 2013
Share price at closing 18.65 24.94 22.89
Average for the period 21.59 26.12 22.02
High during trading 25.55 28.51 26.97
Low during trading 18.50 23.60 18.48
Market capitalization (€m) 261.0 349.1 320.4
Outstanding shares (m) 14.0 14.0 14.0
Source: Bloomberg

Bloomberg CGM

CGDM.PA

Reuters

Market NYSE Euronext Paris

Cegedim at a glance

Cegedim shares trade up by 9.0% on first nine months of 2014

Acceptance of the IMS Health offer for the CRM and Strategic Data division

During the first 9 months of 2014, Cegedim shares developed positively. The closing price at the end of September was up 9.0% at €24.94. The price reached their high during trading of €29.00 on June 25, 2014.

January - September Year
in euro 2013 2014 2013
Share price at closing 18.65 24.94 22.89
Average for the period 22.76 25.93 22.02
High during trading 27.50 29.00 26.97
Low during trading 18.50 21.50 18.48
Market capitalization (€m) 261.0 349.1 320.4
Outstanding shares (m) 14.0 14.0 14.0
Source: Bloomberg

Shareholder Structure

as of September
30, 2014
Number of
shares
Number of
voting rights (a)
% of
capital
% voting
rights
FCB 7,361,044 14,688,131 52.6% 62.7%
Bpifrance 2,102,061 4,204,121 15.0% 17.9%
Cegedim SA 12,510 0 0.1% 0.0%
Public 4,521,558 4,540,611 32.3% 19.4%
Total 13,997,173 23,432,863 100.0% 100.0%

(a) Total number of voting rights that may be exercised at Shareholders' Meetings

Investor Information

Credit Rating B+ CreditWatch Positive

Credit rating

Cegedim is committed to maintaining a high credit rating. Meetings are held regularly between the rating agency and Cegedim's senior management.

Following the execution of the definitive agreement on the sale of the CRM and Strategic Data division, Standard & Poor's placed the Cegedim B+ rating for its bonds on CreditWatch positive.

Credit rating Assessed on October 24, 2014
S&P's B+, CreditWatch Positive

Market financing

On April 7, 2014, Cegedim launched an additional bond offering of €125 million on the issue date, of its 6.75% Senior Notes due 2020. Apart from the date and price of issuance (105.75% plus interest accrued since April 1, 2014), the new bonds are identical to the 6.75% Senior Notes due 2020.

The proceeds from the offering were used, among other things, to finance the redemption of €105,950,000 of outstanding bonds due 2015, pay the premium and any related fees, and repay the bank overdraft facilities.

Bond 2015 @ 7.00% 2020 @ 6.75%
Issuer Cegedim S.A. Cegedim S.A.
Amount EUR 62,600,000 EUR 425,000,000
Issue date July 27, 2010 March 20, 2013
TAP - €125m on April 14, 2014
Coupon 7.00% ; paid semi-annually 6.75%; paid semi-annually
Format RegS RegS / 144A
Listing Luxembourg Luxembourg
Isin Reg S FR0010925172 XS0906984272
Isin Rule 144A - XS0906984355

Analysts

Equity Debt Securities
Kepler Cheuvreux Exane
Benjamin Terdjman Benjamin Sabahi
Gilbert Dupont
Mickaël Chane-Du
ODDO
Carole Braudeau
Société Générale
Patrick Jousseaume
Imperial Capital
Diego Affo
Genesta Société Générale
Guillaume Nédélec Priya Viswanathan
BofA Merrill Lynch
Navann Ty
J.P. Morgan
Ela.N. Kurtoglu

.


Management Discussion
12

Main Risks
37

Related parties
38

Employees
39

Period Highlights
40

Subsequent events
42

Outlook
44

Management Discussion

Cegedim Group 13
CRM and Strategic Data 21
Healthcare Professionals 24
Insurance & Services 27
GERS Activities and Reconciliation 29
Comments on the Consolidated Balance Sheet 31
Comments on the Cash Flow Statement 34

Cegedim Group

Cegedim is a leading provider of technology and information services to the healthcare industry, serving customers in more than 80 countries on five continents. Cegedim designs, develops, implements, markets, sells and technically supports a wide range of information technology services, including specialized software and database management services. Cegedim targets various segments of the healthcare industry, including (1) pharmaceutical, biotech and other healthcare companies, (2) healthcare professionals and (3) health insurance companies.

Q3 Revenue €213.9m

Q3 EBITDA €35.6m

Q3 EBIT before special items €19.8m

Q3 Key Points Revenue increased by €2.9m EBITDA increased by €0.5m EBITDA margin remains stable Revenue increased by €2.9 million, or 1.4%, from €211.0 million for the third quarter 2013 to €213.9 million for the third quarter 2014. Excluding the positive impact of acquisitions of 0.1% and favorable impact of foreign currency translations of 0.2%, revenue increased by 1.0%.

Following acquisitions, the Group's scope of consolidation has changed as follow: in the Healthcare Professionals division consolidation of the entities Webstar (UK) on November 2013 and SoCall (France) on April 2014.

The positive impact of foreign currency translation was of €0.4 million, or 0.2% and come mainly from the positive impact of the Sterling Pound (9.2% of revenue) for €1.5 million partially offset by a negative impact from the Japanese Yen (2.2% of revenue) and from other currencies (21.6% of revenue) for respectively €0.3 million and €0.8 million.

In the third quarter, all four divisions, CRM and Strategic Data, Healthcare Professionals, Insurance and Services and GERS Activities and Reconciliation contributed to the positive L-f-l revenue growth.

The breakdown of revenue by currency has marginally changed since the same period last year: the Euro climbed by 1 point at 67%, others currency fell by 1 point to 13%, whereas the US dollar and the Sterling Pound remained stable at 11% and 9% respectively. Note that the breakdown of revenue by currency and by currency to establish accounts is very similar.

By geographic region, the relative contribution of France climbed by 1 point to 58% and APAC fell by 1 point at 4%, whereas EMEA (excluding France) and Americas remained stable at respectively 25% and 13%.

Q3 2014 Cegedim Group

By division, the breakdown of Group revenue remains relatively stable. The contribution of Insurance and Services and GERS Activities and Reconciliation division remained stable at respectively 18% and 3%. The contribution of CRM and Strategic Data division fell by 1 point to 47% and the contribution of the and Healthcare Professionals division climbed by 1 point to 32%.

Quarterly Operational Charges

Purchases used increased by €1.3 million, or 5.5%, from €23.9 million for the quarter ended September 30, 2013 to €25.2 million for the quarter ended September 31, 2014. Expressed as a percentage of revenue, purchases used represented 11.3% for the quarter ended September 30, 2013, compared to 11.8% for the quarter ended September 30, 2014. This increase in purchases used was primarily due to the trend in Cegelease activity.

External expenses remained relatively stable at €55.8 million for the quarter ended September 30, 2013 compare to €55.9 million for the quarter ended September 30, 2014. Expressed as a percentage of revenue, external expenses represented 26.4% for the quarter ended September 30, 2013, compared to 26.1% for the quarter ended September 30, 2014. This stability reflects of ongoing cost cost-containment efforts.

Payroll costs increased by €1.5 million, or 1.4%, from €102.6 million for the quarter ended September 30, 2013 to €104.0 million for the quarter ended September 30, 2014. Expressed as a percentage of revenue, payroll costs represented 48.6% both for the quarter ended September 30, 2013 and of 2014. This slightly increase reflects ongoing cost-containment efforts.

Following the introduction of the CICE ("Crédit d'impôt pour la compétivité et l'emploi" -Tax credit for competitiveness and employment) in France in 2013, the payroll cost in the P&L is reduced by this tax credit. For the third quarter of 2014, the impact on payroll cost is a reduction of €0.9 million, compare to €0.5 million for the third quarter of 2013, which correspond to the full year estimated amount proratized for the quarter.

EBITDA increased by €0.5 million, or 1.5%, from €35.1 million for the quarter ended September 30, 2013 to €35.6 million for the quarter ended September 30, 2014. Expressed as a percentage of revenue, EBITDA represented 16.6% both for the quarter ended September 30, 2013, and of 2014. This increase in EBITDA reflected the trend of revenue, purchases used, external expenses and payroll costs based on the factors set out above.

EBIT before special items (Operating income before special items) increased by €0.6 million or 3.3% from €19.2 million for the quarter ended September 30, 2013 to €19.8 million for the quarter ended September 30, 2014. Expressed as a percentage of revenue, EBIT represented 9.1% for the quarter ended September 30, 2013, compared to 9.3% for the quarter ended September 30, 2014. This increase was mainly due to the increase €0.5 million of the EBIDTA.

Special items amounted in the third quarter of 2014 to a charge of €1.6 million, compared to a charge of €1.1 million one year earlier.

Breakdown by nature of special items

3rd Quarter January - September FY
In € million 2013 2014 2013 2014 2013
Capital gains or losses on disposals
Restructuring costs (0.4) (0.8) (3.2) (3.0) (4.8)
Impairment of goodwill (63.3)
Other non-recurring income and (0.7) (0.9) (1.9 (7.7) (1.6)
expenses
Special items (1.1) (1.6) (5.1 (10.8) (66.5)

Breakdown by division

3rd Quarter January - September FY
In € million 2013
2014
2013 2014 2013
CRM and Strategic Data (0.5) (0.7) (2.5) (2.8) (68.7)
Healthcare Professionals (0.5) (0.1) (2.3) (0.5) 2.2
Insurance and Services (0.1) 0.0 (0.2) (0.1) 0.2
GERS Activities and Reconciliation (0.0) (0.8) (0.1) (7.3) (0.2)
Special items (1.1) (1.6) (5.1) (10.8) (66.5)

EBIT amounts to €18.2 million for the quarter ended September 30, 2014, compared to a €18.1 million for the quarter ended September 30, 2013. The €0.1 million increase was due to the increase of EBIT before special items of €0.6 million and an increase in special items charges of €0.5 million.

Quarterly Financial charges

Total cost of net financial debt increased by €2.7 million from €11.2 million for the quarter ended September 30, 2013 to €13.9 million for the quarter ended September 2014. This increase reflects the higher depreciation of cost following the last April refinancing.

Tax expense increased by €0.9 million from a credit of €0.5 million for the quarter ended September 30, 2013 to a charge of €0.4 million for the quarter ended September 30, 2014. This increase results from non-capitalization of deferred tax assets in September 2014 unlike in September 2013.

Quarterly net profit (loss)

Consolidated net profit amounted to a €4.3 million for the quarter ended September 30, 2014 compared to €8.0 million for the same period last year. This decrease in consolidated net profit reflected the trend of revenue, EBIT, special items, cost of net financial debt and tax expense based on the factors set out above. After taking in account minority interests, the consolidated net profit attributable to the Group amounted to €4.3 million for the third quarter 2014, compared to €8.0 million for the quarter ended September 30, 2013.

9M Revenue €642.6m

9M EBIT before special items €40.9m

of Employees

7,938

9M Key Points

Revenue decreased by €5.6m

EBITDA decreased by €1.4m

EBITDA margin decreased by 10bps

Revenue decreased by €5.6 million, or 0.9%, from €648.2 million for the first nine months of 2013 to €642.6 million for the first nine months of 2014. Excluding the positive impact of acquisitions of 0.2% and unfavorable impact of foreign currency translations of 0.8%, revenue decreased by 0.2%.

Following acquisitions, the Group's scope of consolidation has changed as follow: in the Healthcare Professionals division consolidation of the entities Webstar (UK) on November 2013 and SoCall (France) on April 2014.

The negative impact of foreign currency translation was of €5.0 million, or 0.8% and come mainly from a negative impact of the US dollar (10.4% of revenue) and the Yen (2.2% of revenue) for respectively €2.1 million and €1.4 million, partially offset by a positive impact from the Sterling Pound (9.3% of revenue) for €3.0 million.

The relative stability of L-f-l revenues is attributable to the decline at the Healthcare Professionals division, which was almost entirely offset by growth at the CRM and Strategic Data, Insurance and Services and GERS Activities and Reconciliation divisions.

The breakdown of revenue by currency has marginally changed since the same period last year: the Euro climbed by 2 points to 68%, and the US dollar and the sterling fell by 1 point respectively at 10% and at 9%, whereas the others currency remained stable at 13%. Note that the breakdown of revenue by currency and by currency to establish accounts is very similar.

By geographic region, the relative contribution of France climbed by 1 point to 58% and Americas fell by 1 point at 12%, whereas EMEA (excluding France) and APAC remained stable at respectively 26% and 4%.

By division, the breakdown of Group revenue remains relatively stable. The contribution of CRM and Strategic Data, Healthcare Professionals, Insurance and Services and GERS Activities and Reconciliation divisions remained stable at respectively 46%, 33%, 18% and 3%.

9 Months Operational Charges

Purchases used decreased by €2.9 million, or 3.6%, from €81.1 million for the first nine months of 2013 to €78.2 million for the first nine months of 2014. Expressed as a percentage of revenue, purchases used represented 12.5% for the first nine months of 2013, compared to 12.2% for the first nine months of 2014. This decrease in purchases used was primarily due to a reduction in purchase used at INPS (Doctor computerization in the UK) following an exceptional level of activity with the NHS in 2013 partially offset by an increase of purchased used at Cegelease reflecting the trend in activity.

External expenses increased by €3.0 million, or 1.7%, from €169.3 million for the first nine months of 2013 to €172.3 million for the first nine months of 2014. Expressed as a percentage of revenue, external expenses represented 26.1% for the first nine months of 2013, compared to 26.8% for the first nine months of 2014. This increase in external expenses was primarily due to higher usage of temporary workers and from the activity trend at Cegelease.

Payroll costs decreased by €1.2 million, or 0.4%, from €324.9 million for the first nine months of 2013 to €323.7 million for the first nine months of 2014. Expressed as a percentage of revenue, payroll costs represented 50.1% for the first nine months of 2013, compared to 50.4% for the first nine months of 2014. This decrease reflects the positive impact form cost-containment efforts.

Following the introduction of the CICE ("Crédit d'impôt pour la compétivité et l'emploi" -Tax credit for competitiveness and employment) in France in 2013, the payroll cost in the P&L is reduced by this tax credit. For the first nine months of 2014, the impact on payroll cost is a reduction of €2.6 million, compare to €1.9 million for the first nine months of 2013, which correspond to the full year estimated amount proratized for the first nine months.

EBITDA decreased by €1.4 million, or 1.6%, from €90.5 million for the first nine months of 2013 to €89.1 million for the first nine months of 2014. Expressed as a percentage of revenue, EBITDA represented 14.0% for the first nine months of 2013, compared to 13.9% for the first nine months of 2014. This decrease in EBITDA reflected the trend of revenue, purchases used, external expenses and payroll costs based on the factors set out above.

EBIT before special items (Operating income before special items) decreased by €4.2 million or 9.3% from €45.2 million for the first nine months of 2013 to €40.9million for the first nine months of 2014. Expressed as a percentage of revenue, EBIT represented 7.0% for the first nine months of 2013, compared to 6.4% for the first nine months of 2014. This decrease was due to the decrease in EBITDA of €1.4 million, as set above, and a negative trend of €2.8 million in depreciation expenses from €45.3 million for the first nine months 2013 to €48.1 million for the first nine months of 2014.

Special items amounted for the first nine months of 2014 to a charge of €10.8 million, compared to a charge of €5.1 million one year earlier. The major parts of this cost are related to the €5.7 fine imposed by French Competition Authorities (Please also refer to the "First nine months highlights" on page 40).

EBIT amounts to a profit of €30.2 million for the first nine months of 2014, compared to a profit of €40.0 million for the first nine months of 2013. The €9.9 million decrease, or 24.6%, was due to the decrease of EBIT before special items of €4.2 million and an increase in special items of €5.6 million.

9 Months Financial Charges

Total cost of net financial debt decreased by €8.9 million from €47.3 million for the first nine months of 2013 to €38.3 million for the first nine months of 2014. This decrease reflects the demanding comparison caused by accounting charges stemming from the 2013 refinancing.

Tax expense increased by €6.6 million from a credit of €1.04 million for the first nine months of 2013 to a charge of €5.6 million for the first nine months of 2014. This increase results from non-capitalization of deferred tax assets in 2014 unlike in 2013 and partially offset by a decrease in income taxes.

9 Months net profit (loss)

Consolidated net profit amounted to a loss of €12.4 million for the first nine months of 2014 compared to a loss of €4.8 million for the same period last year. This decrease in consolidated net loss reflected the trend of revenue, EBIT, special items, cost of net financial debt and tax expense based on the factors set out above. After taking in account minority interests, the consolidated net profit attributable to the Group amounted to a loss of €12.5 million for the first nine months of 2014, compared to a loss of €4.8 million on first nine months of 2013.

Key Data

Group Cegedim

3rd Quarter January – September Full Year
In € million 2013 2014 Change 2013 2014 Change 2013
Revenue €m 211.0 213.9 1.4% 648.2 642.6 (0.9)% 902.3
Purchases used €m (23.9) (25.2) 5.5% (81.1) (78.2) (3.6)% (108.3)
External expenses €m (55.8) (55.9) 0.2% (169.3) (172.3) 1.7% (232.0)
Payroll costs €m (102.6) (104.0) 1.4% (324.9) (323.7) (0.4)% (433.5)
EBITDA €m 35.1 35.6 1.5% 90.5 89.1 (1.6)% 155.7
EBITDA margin % 16.6 16.6 2bps 14.0 13.9 (10)bps 17.3
Depreciation €m (15.9) (15.8) (0.6)% (45.3) (48.1) 6.2% (63.5)
EBIT before special items €m 19.2 19.8 3.3% 45.2 40.9 (9.3)% 92.1
EBIT b. special items margin % 9.1 9.3 17bps 7.0 6.4 (60)bps 10.2
Special items €m (1.1) (1.6) 52.1% (5.1) (10.8) 109.9% (66.5)
EBIT €m 18.1 18.2 0.3% 40.0 30.2 (24.6)% 25.6
EBIT margin % 8.6 8.5 (9)bps 6.2 4.7 (148)bps 2.8
Cost of net financial debt €m (11.2) (13.9) 24.2% (47.3) (38.3) (18.9)% (60.1)
Total taxes €m 0.5 (0.4) n.m. 1.0 (5.6 n.m. (25.5)
Profit (loss) for the period €m 8.0 4.3 (46.2)% (4.8) (12.4) (158.7)% (58.6)

46% of Group Revenue CRM and Strategic Data

In € million 3rd Quarter January - September Full Year
2013 2014
Change
2013
2014
Change 2013
Revenue €m 100.2 99.8 (0.4)% 298.7 294.3 (1.5)% 452.8
EBIT before special items €m 8.3 7.9 (4.2)% 10.7 10.6 (1.0)% 38.3
EBIT margin % 8.3 7.9 (31)bps 3.6 3.6 2bps 8.5
Special items €m (0.5) (0.7 47.5% (2.5) (2.8) 10.8% (68.7)
EBIT €m 7.8 7.2 (7.9)% 8.1 7.8 (4.7)% (30.4)
EBITDA €m 14.8 14.3 (3.0)% 27.8 30.3 9.2% 62.7
EBITDA margin % 14.7 14.4 (38)bps 9.3 10.3 101bps 13.8
Depreciation €m (6.5) (6.4 (1.0)% (17.1) (19.8) 15.6% (24.4)

33% of Group Revenue Healthcare Professionals

In € million 3rd Quarter January – September
2013 2014
Change
2013 2014 Change 2013
Revenue €m 66.0 68.4 3.6% 213.7 210.3 (1.6)% 288.8
EBIT before special items €m 8.6 7.9 (7.8)% 25.7 20.9 (18.5)% 35.5
EBIT margin % 13.1 11.6 (145)bps 12.0 10.0 (207)bps 12.3
Special items €m (0.5) (0.1) (82.1)% (2.3) (0.5) (77.5)% 2.2
EBIT €m 8.1 7.9 (3.0)% 23.4 20.4 (12.6)% 37.7
EBITDA €m 14.0 13.2 (6.2)% 42.4 37.5 11.6% 59.7
EBITDA margin % 21.3 19.2 (203)bps 19.8 17.8 (202)bps 20.7
Depreciation €m (5.4) (5.2) (3.7)% (16.7) (16.5) (0.9)% (24.2)

18% of Group Revenue Insurance & Services

In € million 3rd Quarter January – September Full Year
2013 2014 Change 2013 2014 Change 2013
Revenue €m 37.6 38.4 2.2% 114.7 116.4 1.5% 160.0
EBIT before special items €m 4.8 5.3 10.9% 16.4 14.2 (13.3)% 24.7
EBIT margin % 12.8 13.9 109bps 14.3 12.2 (210)bps 15.5
Special items €m (0.1) (0.0) n.m. (0.2) (0.1) (40.4)% 0.2
EBIT €m 4.7 5.3 13.6% 16.2 14.1 (13.0)% 24.9
EBITDA €m 8.4 8.9 5.8% 26.7 24.6 (7.8)% 38.6
EBITDA margin % 22.3 23.1 78bps 23.3 21.2 (214)bps 24.1
Depreciation €m (3.6) (3.5) (1.1)% (10.3) (10.4) 1.0% (13.8)

3% of Group Revenue GERS Activities and Reconciliation

In € million 3rd Quarter January - September Full Year
2013 2014
Change
2013 2014 Change 2013
Revenue €m 7.2 7.3 1.3% 21.2 21.6 1.8% 29.8
EBIT before special items €m (2.5) (1.4) (45.0)% (7.6) (4.8) (37.2)% (7.8)
EBIT margin % (34.8) (18.9) 1,593bps (35.9) (22.1) 1,374bps (26.1)
Special items €m 0.0 (0.8 n.m. (0.1) (7.3) n.m. (0.3)
EBIT €m (2.5) (2.2) (12.2)% (7.7) (12.1) 57.7% (8.1)
EBITDA €m (2.1) (0.8 (64.0)% (6.4 (3.4) (47.2)% (6.2)
EBITDA margin % (29.4) (10.4) 1,896bps (30.1) (15.6) 1,450bps (20.7)
Depreciation €m (0.4) (0.6) 52.2% (1.2) (1.4) 15.2% (1.6)

Q3 Revenue €99.8m

Q3 EBITDA €14.3m

Q3 EBIT before special items €7.9m

Q3 Key Points

Revenue decreased by €0.4m EBITDA decreased by €0.4m EBITDA margin decreased by 38bps

CRM and Strategic Data

This division assists companies in the pharmaceutical, biotechnology and other healthcare industries in their activities, specifically those related to marketing, by providing software solutions, database, compliance solutions and research reports.

Revenue decreased by €0.4 million, or 0.4%, from €100.2 million for the third quarter of 2013 to €99.8 million for the third quarter of 2014. Excluding unfavorable foreign currency translations of 0.7%, revenue increased by 0.3%. There were no acquisitions or divestment.

The growth in revenues, excluding the negative currency impact, was chiefly attributable to emerging country growth, Compliance activities and OneKey database-related products in every region where the Group is present.

On 20 October 2014, Cegedim announced that it had signed a definitive agreement to sell this division to IMS Health Inc. The deal is expected to close early in the second quarter of 2015.

EBITDA decreased by €0.4 million, or 3.0%, from €14.8 million for the quarter ended September 30, 2013, to €14.3 million for the quarter ended September 30, 2014. Expressed as a percentage of revenue, EBITDA represented 14.7% for the quarter ended September 30, 2013, compared to 14.4% for the quarter ended September 30, 2014. This decrease results mainly from the change in seasonality in order intake at the market research activity partially offset by the positive impact from growth in Compliance activities and OneKey database-related products.

EBIT before special items (Operating income before special items) decreased by €0.6 million from €7.8 million for the quarter ended September 30, 2013 to a €7.2 million for the quarter ended September 30, 2014. Expressed as a percentage of revenue, EBIT represented 7.8% for the quarter ended September 30, 2013, compared to 7.2% for the quarter ended September 30, 2014. This decrease in EBIT reflects mainly the €0.4 million EBITDA decrease.

9M Revenue €294.3m

9M EBIT before special items

€10.6m

of Employees 4,709

9M Key Points

Revenue decreased by €4.4m EBITDA increased by €2.6m

EBITDA margin improved by 101bps

First 9 months of 2014 CRM and Strategic Data

Revenue decreased by €4.4 million, or 1.5%, from €298.7 million for the first nine months of 2013 to €294.3 million for the first nine months of 2014. Excluding unfavorable foreign currency translations of 2.3%, revenue increased by 0.9%. There were no acquisitions or divestment.

Expressed as a percentage of total revenue, revenue for the CRM and Strategic Data division represented 46.1% for the first nine months of 2013, compared to 45.8% for the first nine months of 2014.

The increase in revenues, excluding negative currency effects, was chiefly the result of emerging country growth; Compliance activities, and OneKey database-related products in every region where the Group is present.

It should be noted that the market research activity experienced growth over the first nine months of 2014.

On 20 October 2014, Cegedim announced that it had signed a definitive agreement to sell this division to IMS Health Inc. The deal is expected to close early in the second quarter of 2015.

The breakdown of revenue by currency has marginally changed since the same period last year: the Euro climbed by 2 points at 48%, the US dollar and others currency fell by 1 point at respectively 20% and 26%, whereas the Sterling Pound remains relatively stable at 5%.

By geographic region, the relative contribution of France climbed by 1 point at 29%, Americas fell by 1 point to 24%, whereas EMEA (excluding France) and APAC remain stable at respectively 38% and 9%.

EBITDA increased by €2.6 million, or 9.2%, from €27.8 million for the first nine months of 2013, to €30.3 million for the first nine months of 2014. Expressed as a percentage of revenue, EBITDA represented 9.3% for the first nine months of 2013, compared to 10.3% for the first nine months of 2014. This increase results mainly from growth in Compliance activities and OneKey database-related products, together with an improvement in profitability in the market research activities. As a result, EBITDA increased even though revenue decreased.

EBIT before special items (Operating income before special items) decreased by €0.1 million, or 1.0%, from €10.7 million for the first nine months of 2013 to €10.6 million for the first nine months of 2014. Expressed as a percentage of revenue, EBIT represented 3.6% both for the first nine months of 2013 and of 2014. This slightly decrease in EBIT results from an increase of €2.6 million in EBITDA offset by an increase in depreciation by €2.7 million, from €17.1 million for the first nine months 2013 to €19.8 million for the first nine months of 2014.

Q3 Revenue €68.4m

Q3 EBITDA €13.2m

Q3 EBIT before special items €7.9m

Q3 Key Points

Revenue increased by €2.4m EBITDA decreased by €0.9m EBITDA margin decreased by 203bps.

Healthcare Professionals

This division provides (i) software that meets the daily needs of pharmacists, physicians, healthcare and paramedical networks in the EMEA and U.S. and (ii) medical databases. Its offering specifically covers solutions for the electronic management of patient records and prescriptions, as well as drug databases adapted to the local regulations and practices in the various countries in which Cegedim operates.

Revenue for the Healthcare Professionals division increased by €2.4 million, or 3.6%, from €66.0 million for the third quarter of 2013 to €68.4 million for the third quarter of 2014. Excluding the positive impact of 0.5% of acquisitions of the entities Webstar (UK) on November 2013 and SoCall ( France) on April 2014, and the favorable foreign currency translations of 1.7%, revenue increased by 1.5%.

As announced, Q3 revenue growth was driven mainly by a less demanding comparison in physician computerization in the UK, and by robust growth in activities aimed at French physicians. It is worth noting the continued positive momentum at pharmacist software in France.

EBITDA decreased by €0.9 million, or 6.2% from €14.0 million for the quarter ended September 30, 2013, to €13.2 million for the quarter ended September 30, 2014. Expressed as a percentage of revenue, EBITDA represented 21.3% for the quarter ended September 30, 2013, compared to 19.2% for the quarter ended September 30, 2014. The decrease in EBITDA reflects mainly the demanding comparison in the computerization of UK doctors caused by an exceptional level of activity with the NHS in 2013, partially offset by an improvement in profitability at activity of software for paramedical professionals in France in particularly with the Simply Vital offer and from RNP, Point of Sale advertising in the pharmaceutical and para-pharmaceutical industry. It should be noted that the margin at pharmacist software in France remains virtually stable.

EBIT before special items (Operating income before special items) decreased by €0.7 million, or 7.8%, from €8.6 million for the quarter ended September 30, 2013 to €7.9 million for the quarter ended September 30, 2014. Expressed as a percentage of revenue, EBIT represented 13.1% for the quarter ended September 30, 2013, compared to 11.6% for the quarter ended September 30, 2014. This decrease in EBIT was primarily due to a decrease in EBITDA by €0.9 million and a decrease in depreciation for €0.2 million.

9M Revenue €210.3m

9M EBIT before special items

of Employees 1,785

9M Key Points

Revenue decreased by €3.3m

EBITDA decreased by €4.9m

EBITDA margin decreased by 202bps

First 9 months of 2014 Healthcare Professionals

Revenue for the Healthcare Professionals division decreased by €3.3 million, or 1.6%, from €213.7 million for the first nine months of 2013 to €210.3 million for the first nine months of 2014. Excluding the positive impact of 0.5% from the acquisitions of the entities Webstar (UK) on November 2013 and SoCall (France) in April 2014, and the favorable foreign currency translations of 0.9%, revenue decreased by 3.0%.

Expressed as a percentage of total revenue, revenue for the Healthcare Professionals division represented 33.0% for the first nine months of 2013, compared to 32.7% for the first nine months of 2014.

The drop in revenues, excluding the impact of acquisition and currency translation, was mainly due to the decrease in doctor computerization activity in the UK as a result of a demanding comparison caused by the exceptional level of 2013 revenues stemming from the NHS. This performance was partially offset by sustained growth in France in products for doctors. It should be noted that the decrease in revenue during the first nine months reflect mainly the decrease in revenue in the first quarter, partially offset by an increase in the third quarter.

The breakdown of revenue by currency has marginally changed since the same period last year: the Euro climbed by 2 points to 75%, and the sterling fell by 2 points at 21%, whereas the US dollar and others currency remain relatively stable at 4% and 1%, respectively.

By geographic region, the relative contribution of France climbed by 2 points at 73%, EMEA (excluding France) fell by 2 points to 23%, whereas Americas remain stable at 4%.

EBITDA decreased by €4.9 million, or 11.6% from €42.4 million for the first nine months of 2013, to €37.5 million for the first nine months of 2014. Expressed as a percentage of revenue, EBITDA represented 19.8% for the first nine months of 2013, compared to 17.8% for the first nine months of 2014. The decrease in EBITDA reflects mainly the demanding comparison in the computerization of UK doctors caused by an exceptional level of activity with the NHS in 2013 and the decrease, mainly early this year, in French pharmacists' investments. This decrease in partially offset by an increase in profitability at activity of software for paramedical professionals in France at RNP, point of sale advertising in the pharmaceutical and para-pharmaceutical industry. It should be noted the improvement in profitability between June and September in pharmacist computerization activity in France.

EBIT before special items (Operating income before special items) decreased by €4.8 million, or 18.5%, from €25.7 million for the first nine months of 2013 to €20.9 million for the first nine months of 2014. Expressed as a percentage of revenue, EBIT represented 12.0% for the first nine months of 2013, compared to 10.0% for the first nine months of 2014. This decrease in EBIT reflects the €4.9 million EBITDA decrease.

Q3 Revenue €38.4m

Q3 EBITDA €8.9m

Q3 EBIT before special items €5.3m

Q3 Key Points

Revenue increased by €0.8m EBITDA increased by €0.5m EBITDA margin improved by 78bps

Insurance & Services

This division includes all of the Group's products and services for insurers, mutual and contingency companies and intermediaries predominantly in France. Furthermore, through the Insurance and Services division the Group provides solutions and services to its many customers in all business sectors concerned with issues related to hosting, outsourcing (notably for HR and payroll management with Cegedim SRH) and e-business services.

Revenue for the Insurance and Services division increased by €0.8 million, or 2.2%, from €37.6 million for the third quarter of 2013 to €38.4 million for the third quarter of 2014. There were no disposals or acquisitions and there was minimal impact from foreign currency translations.

This increase was chiefly attributable to double-digit growth in third-party payer flow management, Cegedim SRH human resources solutions, and Cegedim e-business electronic invoicing activities. This growth was partially offset by weakness at the Cegedim Global Payments business caused by the transition from a perpetual license model to a SaaS offering).

EBITDA increased by €0.5 million, or 5.8%, from €8.4 million for the quarter ended September 30, 2013 to €8.9 million for the quarter ended September 30, 2014. Expressed as a percentage of revenue, EBITDA represented 22.3% for the quarter ended September 30, 2013, compared to 23.1% for the quarter ended September 30, 2014. This increase in EBITDA is chiefly attributable to the increase in profitability at activity dedicated to the Health Insurance companies partially offset by the impact of the transition from a perpetual license model to an SaaS model at Cegedim Global Payments, part of the e-business activity, and by the significant investment made at Kadrige.

EBIT before special items (Operating income from recurring operations) increased by €0.5 million, or 10.9%, from €4.8 million for the quarter ended September 30, 2013 to €5.3 million for the quarter ended September 30, 2014. Expressed as a percentage of revenue, EBIT represented 12.8% for the quarter ended September 30, 2013, compared to 13.9% for the quarter ended September 30, 2014. This increase in EBIT reflects the €0.5 million increase in EBITDA.

9M Revenue €116.4m

9M EBIT before special items

of Employees 1,241

9M Key Points

Revenue increased by €1.8m

EBITDA decreased by €2.1m EBITDA margin decreased by 214bps

Revenue for the Insurance and Services division increased by €1.8 million, or 1.5%, from €114.7 million for the first nine months of 2013 to €116.4 million for the first nine months of 2014. There were no disposals or acquisitions and there was minimal impact from foreign currency translations.

Expressed as a percentage of total revenue, revenue for the Insurance and Services division represented 17.7% for the first nine months of 2013, compared to 18.1% for the first nine months of 2014.

This increase was chiefly attributable to double-digit growth in third-party payer flow management, Cegedim SRH human resources solutions, and Cegedim e-business electronic invoicing activities. This growth was partially offset by weakness at the Cegedim Global Payments business caused by the transition from a perpetual license model to a SaaS offering.

EBITDA decreased by €2.1 million, or 7.8%, from €26.7 million for the first nine months of 2013 to €24.6 million for the first nine months of 2014. Expressed as a percentage of revenue, EBITDA represented 23.3% for the first nine months of 2013, compared to 21.2% for the first nine months of 2014. This decrease in EBITDA reflects mainly the development of a SaaS offer at Cegedim Global Payments, part of the e-business activity, and the significant investment made at Kadrige. It was partially offset by an increase at the activity provided to the Health Insurance companies and Cegedim SRH, the provider of human resources management solutions.

EBIT before special items (Operating income from recurring operations) decreased by €2.2 million, or 13.3%, from €16.4 million for the first nine months of 2013 to €14.2 million for the first nine months of 2014. Expressed as a percentage of revenue, EBIT represented 14.3% for the first nine months of 2013, compared to 12.2% for the first nine months of 2014. This decrease in EBIT was primarily due to the decrease by €2.1 million in EBITDA.

Q3 Revenue €7.3m

Q3 EBITDA €(0.8)m

Q3 EBIT before special items €(1.4)m

Q3 Key Points

Revenue increased by €0.1m EBITDA evolved positively by

€1.4m

EBITDA margin increased by 1,896bps.

GERS Activities and Reconciliation

The GERS Activities and Reconciliation division encompasses the activities the Group performs as the parent company of a listed entity, as well as the support it provides to the three operating divisions. This division also includes the activities of GERS in France and Romania and the company Pharmastock.

Revenue for the GERS Activities and Reconciliation division increased by €0.1 million, or 1.3%, from €7.2 million for the third quarter of 2013 to €7.3 million for the third quarter of 2014. There were no disposals or acquisitions and excluding the minimal unfavorable foreign currency translations, revenue increased by 1.3%.

The division's main source of revenue growth was the continued development of sales statistics for pharmaceutical products.

EBITDA developed positively by €1.4 million, or 64.0%, from a loss of €2.1 million for the quarter ended September 30, 2013 to a loss of €0.8 million for the quarter ended September 30, 2014. Expressed as a percentage of revenue, EBITDA loss represented 29.4% for the quarter ended September 30, 2013, compared to 10.4% for the quarter ended September 30, 2014. This favorable trend in EBITDA reflects the decrease of corporate costs and the gradual return to breakeven at GERS activities, sales statistics for pharmaceutical products.

EBIT before special items (Operating income from recurring operations) developed positively by €1.1 million, or 45.0%, from a loss of €2.5 million for the quarter ended September 30, 2013 to a loss of €1.4 million for the quarter ended September 30, 2014. Expressed as a percentage of revenue, EBIT loss represented 34.8% for the quarter ended September 30, 2013, compared to 18.9% for the quarter ended September 30, 2014. This positive trend in EBIT before special items was primarily due to the favorable trend of €1.4 million in EBITDA.

9M Revenue €21.6m

9M EBIT before special items

of Employees 203

9M Key Points

Revenue increased by €0.4m EBITDA evolved positively by €3.0m EBITDA margin increased by 1,450bps

First 9 months of 2014 GERS Activities and Reconciliation

Revenue for the GERS Activities and Reconciliation division increased by €0.4 million, or 1.8%, from €21.2 million for the first nine months of 2013 to €21.6 million for the first six months of 2014. There were no disposals or acquisitions and excluding the minimal unfavorable foreign currency translations, revenue increased by 1.9%.

Expressed as a percentage of total revenue, revenue for the GERS Activities and Reconciliation division represented 3.3% for the first nine months of 2013, compared to 3.4% for the first nine months of 2014.

This increase in revenue results mainly from the continuing growth from the sales statistics business activity.

EBITDA developed positively by €3.0 million, or 47.2%, from a loss of €6.4 million for the first nine months of 2013 to a loss of €3.4 million for the first nine months of 2014. Expressed as a percentage of revenue, EBITDA loss represented 30.1% for the first nine months of 2013, compared to 15.6% for the first nine months of 2014. This favorable trend in EBITDA reflects the virtual stability of corporate costs and the gradual return to breakeven at GERS activities, sales statistics for pharmaceutical products.

EBIT before special items (Operating income from recurring operations) developed positively by €2.8 million, or 37.2%, from a loss of €7.6 million for the first nine months of 2013 to a loss of €4.8 million for the first nine months of 2014. Expressed as a percentage of revenue, EBIT loss represented 35.9% for the first nine months of 2013, compared to 22.1% for the first nine months of 2014. This favorable trend in EBIT reflects mainly the favorable trend of €3.0 million in EBITDA.

Goodwill €578.3m

Cash & Cash Equivalent €62.5m

Comments on the Consolidated Balance Sheet

Consolidated total balance sheet amounted to €1,267.6 million at September 30, 2014, a 3.8% increase over December 31, 2013.

Goodwill on acquisition was €578.3 million at September 30, 2014, compared with €528.5 million at the end of 2013. This €49.9 million increase is chiefly attributable to a reinforcement of some foreign currency compare to euro mainly from the US dollar and Sterling Pound for respectively €47.0 million and €2.7 million. Goodwill on acquisition represents 45.6% of the total balance sheet on September 30, 2014, compare to 43.3% nine months prior.

Tangible and intangible assets amount to €265.1 million at the end of September 2014, compared to €256.2 million at the end of 2013, an increase of €8.9 million, or 3.5%. Tangible assets decreased by €1.8 million, or 5.4%, from €32.3 million at end of December 2013 to €30.5 million at end of September 2014. On the other hand, intangible assets increased by €10.7 million, or 4.8% compared to December 31, 2013, reflecting the increase of capitalized development costs partly offset by the amortization of development costs. Tangible and intangible assets represent to 20.9% of total assets at end of September 2014 compared to 21.0% at December 31, 2013.

Accounts receivable-short-term portion decrease by €15.9 million, or 6.9%, from €230.0 million at end of December 2013 to €214.1 million at the end of September 2014.

Cash and cash equivalent came to €62.5 million at September 30, 2014, a decrease of €4.5 million compared with December 31, 2013. This decrease reflects the seasonal increase in working capital requirement. Cash and cash equivalent came to 4.9% of total assets at end of September 2014 compared to 5.5% nine months earlier. Please note that net cash amounted to €39.6 million, a decrease of €14.6 million, or 27.0%, compare to nine months earlier.

Total Debt €558.3m

First 9 months of 2014 Comments on the Consolidated Balance Sheet

Long-term financial liabilities came to €469.8 million at September 30, 2014 a decrease of €43.8 million, or 8.5%, compared to December 31, 2013. This decrease reflects primarily the maturity evolution of the 2015 bonds of €62.6 million partially offset by the last April refinancing that translate by an increase of the long-term debt of €19.0 million. Long-term liabilities include liabilities under Cegedim employee profit sharing plans in the total amount of €7.0 million at end of September 2014, a decrease of €0.2 million compared to December 31, 2013.

Short term debts increased by €63.9 million, or 260.2%, to €88.5 million at September 30, 2014. This increase reflects primarily the maturity evolution of the 2015 bonds of €62.6 million.

Short-term liabilities include liabilities under Cegedim employee profit sharing plans in the total amount of €2.1 million at end of September 2014.

Total financial liabilities amounted to €558.3 million, an increase of €20.1 million. Total net financial debt amounts to €495.8 million, an increase of €24.5 million compared nine months earlier. This represents 128.2% of equity as of September 30, 2014 compared to 136.3% as of December 31, 2013. Long-term and short-term liabilities include liabilities under Cegedim employee profit sharing plans in the total amount of €9.1 million and €0.3 million of others liabilities at end of September 2014. Thus the net financial liabilities amount to €486.4 million compare to €462.0 million nine month earlier.

Shareholders' equity increase by €40.9 million or 11.8% to €386.8 million at September 30, 2014, compared to €345.8 million at the end of 2013. This increase reflects the favorable evolution of Group exchange gains by €54.1 million and of Group earnings by €46.2 million partially offset by an decrease of €56.6 million of the Group reserves Total shareholders' equity came to 30.5% of total assets at end of September 2014 compared to 28.3% nine months earlier.

Off-Balance sheet commitments

Cegedim S.A. provides guarantees and security with respect to the operational or financing obligations of its subsidiaries in the ordinary course of business. See note 13 of the Financial Statement included in section "Interim Consolidated Financial Statement".

Less Than More than
In € million Total 1 year 1-5 years 5 years
Bond 2020 425,0 425,0
Bond 2015 62,6 62,6
Revolving credit facility 0,0 0,0
FCB Loan 45,1 45,1
Overdraft Facilities 22,9 22,9
Total 555,6 85,5 45,1 425,0

The table below sets out Cegedim's principal financing arrangements as of September 30, 2014.

As of September 30, 2014, the Group's confirmed credit lines amounted to €80 million, of which €80 million are undrawn.

In € million December
2013
September
2014
Change
Assets
Goodwill
528.5 578.3 9.4% a) Excluding equity shares in equity
method companies
Tangible, Intangible assets 256.2 265.1 3.5%
Long-term investments a 14.0 13.6 (2.6)% (b) Including deferred tax for €42.3
million for September 30, 2014 and
Other non-current assets b 66.0 66.1 0.1% €42.1 million for December 31, 2013
Accounts receivable current
portion
230.0 214.1 (6.9)% (c) Long-term and short-term liabilities
include liabilities under our employee
Cash & Cash equivalents 67.0 62.5 (6.7)% profit sharing plans in the total amount
of €9.1 million for September 30, 2014
Other Current assets 59.6 67.9 13.9% and €8.9 million for December 31,
Total Assets 1,221.2 1 267.6 3.8% 2013
Liabilities (d) Including "tax and social liabilities"
Long-term financial liabilities c 513.6 469.8 (8.5)% for €110.1 million for September 30,
Other non-current liabilities 48.3 50.4 4.3% 2014
and
€124.8
million
for
December 31,
2013.
This
include
Short-term liabilities c 24.6 88.5 260.2% VTA, French and US profit-sharing
Other current liabilities d 288.8 272.1 (5.8)% scheme, provision for leave day, social
security contribution in France, French
Total Liabilities (excluding
Shareholders'' equity)
875.4 880.8 0.6% health coverage and wage bonus
Shareholders' equity e 345.8 386.8 11.8% (e) Including minority interests of €0.2
million for September 30, 2014 and
Total Liabilities &
Shareholders' equity
e 1,221.2 1 267.6 3.8% €0.4 million for end of December 2013
Net Financial Debt
In € million
December
2013
March
2014
June
2014
September
2014
(f) Gross financial debt equal total debt
minus the profit sharing for €9.1 million
Long-term debt 506.2 506.4 521.0 469.2 and others for €0.3 million as of
Short-term debt 22.9 15.7 9.4 79.6 September 30, 2014
Gross financial debt 529.0 522.1 530.4 548.9 (g) Net financial debt on Total equity
Cash & Cash equivalent 67.0 58.7 79.8 62.5 ratio
Net financial debt f 462.0 463.4 450.6 486.4
Equity 345.8 337.2 335.6 386.8
Gearing g 1.3 1.4 1.3 1.3

Net Cash Flow from Operating Activities €56.4m

Net Cash Flow used in Investing Activities €(51.6)m

Net Cash Flow used in Financing Activities

Comments on the Cash Flow Statement

Net cash flow from operating activities decreased by €17.3 million from €73.8 million in the first nine months of 2013 to €56.4 million in the first nine months of 2014. This decrease reflects a €8.8 million higher working capital requirement, a €6.6 million higher tax paid and €7.6 million decrease in net profit at September 30, 2014 compare to September 30, 2013 partially offset by a decrease of €8.9 million in the cost of net financial debt.

Net cash flow used in investing activities decreased by €2.9 million from an outflow of €54.5 million in the first nine months of 2013 to an outflow of €51.6 million in the first nine months of 2014. This decrease was mainly due to a decrease in acquisition of financial assets for €2.4 million and by an increase in disposal of long-term investment for €1.4 million following the attribution of free shares to employees. This decrease was partially offset by an increase of intangible assets for €0.9 million following the increase in capitalization of R&D.

Net cash flow used in financing activities amounted to an outflow of €23.3 million in the first nine months of 2014, an increase of €5.8 million compare to the first nine months of 2013.This increase is mainly due to the bond refinancing that occurred in spring 2013 and 2014 partially offset by a decrease in interest paid of €3.9 million.

Working capital levels vary as a result of several factors, including seasonality and the efficiency of receivables collection process. Historically, Cegedim has financed the working capital requirements through the cash on hand and amounts available under the Revolving Credit Facility and overdraft facilities. Since 2011, Cegedim has also been relying on cash from the sale of receivables in the ordinary course of business on a non-resource basis.

Working capital increased by €18.8 million at end of September 2014 compared to end of December 2013. This higher requirement is mainly due to a decrease of €11.8 million in inventories, accounts receivables and other receivables and €24.5 million in accounts payable and other liabilities, including the €5.7 million fine imposed by the French Competition Authorities, not paid in September 30, 2014. Total working capital requirement at end of September 2014 was 2.4% of the last twelve months revenues.

Capital expenditures remain relatively stable from year to year. Historically, they have primarily related to R&D, maintenance costs and purchases made in respect of Cegelease's leasing business (Assets used by Cegelease for lease agreements and not transferred to banks). There are no material capital expenditure commitments. Flexibility and discretion are maintained in order to adjust, from time to time, the level of capital expenditures to the needs of Cegedim's business.

For the first nine months of 2014, capital expenditures were €52.0 million, consisting of €35.3 million of capitalized R&D, €8.6 million in maintenance capex, €8.1 million of assets used for lease agreements by Cegelease not transferred to banks. As a percentage of revenue, capital expenditures amounted to 8.1 % for the first nine months of 2014.

The payroll expenses for the R&D workforce represent the majority of the total R&D costs and amounts approximately for the first nine months of 2014 to around 7% of revenue. Although this percentage is not a targeted figure, it has remained relatively stable for the past several years. Of this R&D expenditure, approximately half is capitalize annually in accordance with IAS 38, which requires that (i) the project be clearly identified and the related costs are separable and tracked reliably; (ii) the technical feasibility of the project has been demonstrated, and the Group has the intention and the financial capacity to complete the project and use or sell the products resulting from this project; and (iii) it is probable that the developed project will generate future economic benefits that will flow to the Group. In the quarter ended September 30, 2014, €11.2 million of R&D costs were capitalized and €35.3 million for the first nine months of 2014. The remaining parts of R&D costs are recorded as expenses for the period in which they were incurred.

Capital expenditures 3rd Quarter January - September
In € million 2013 2014 2013 2014 2013
Capitalized R&D 11.0 11.2 33.6 35.3 46.9
Maintenance capex 5.4 1.9 10.7 8.6 14.6
Assets used by Cegelease 2.8 2.3 10.8 8.1 10.1
Total capital expenditures 19.2 15.4 55.1 52.0 71.6

Balance of net cash from operations, net cash from investments operations and net cash from financing operations leaded to a negative €14.6 million change of cash at end of the third quarter of 2014 including €3.8 million from positive currency exchange rate movements.

Jan. – Sep. FY
In € million 2013 2014 2013
Gross cash flow
a
86.2 77.8 152.6
Tax paid (8.4) (8.6) (12.5)
Changes in working capital (4.0) (12.8) 9.4
Net cash provided by (used in)
operating activities
73.8 56.4 149.6
Net cash provided by (used in)
investing activities
(54.5) (51.6) (72.4)
Net cash provided by (used in)
financing activities
(17.6) (23.3) (42.7)
Total cash flows excl. currency
impact 1.7 (18.5) 34.4
Change due to currency exchange
rate movements
(1.7) 3.8 (1.7)
Total cash flows 0.0 (14.6) 32.8
Net cash at the beginning of
the period
21.5 54.2 21.5
Net cash at the end of
the period
21.4 39.6 54.2

(a) Gross cash flow equal consolidated profit (loss) for the period plus share of earnings from equity method companies plus depreciation plus provision plus capital gains or losses on disposals plus cost of net financial debt plus tax expenses.

Main Risks

Please refer to 2013 Reference Document

A description of main risks is available in the Chapter 4 "Risk factors" from p. 25 of the Cegedim 2013 Registration Document filed with the Autorité des Marchés Financiers (French Financial Markets Authority - AMF) on March 12, 2014. During first nine months of 2014, Cegedim identified no other significant changes.

Related Parties

Please refer to 2013 Reference Document on page 202

A description of transactions with related parties is available in the note 25 page 202, of the Cegedim 2013 Reference Document, filled with the Autorité des Marchés Financiers (French Financial Markets Authority - AMF) on March 12, 2014. During the first nine months of 2014, Cegedim identified no other significant related parties.

Employees

On September 30, 2014, the Cegedim Group employed 7,938 people worldwide thus the total number of employees declines by 54 employees or 0.7% compare to end of December 2013 (7,992 employees) and decreases by 108 employees or 1.3% compare to end of September 2013 (8,046 employees).

Employees by region

Sep. 30, 2013 Sep. 30, 2014
France 3,324 3,377
EMEA excl. France 2,609 2,508
Americas 1,227 1,200
APAC 886 853
Total 8,046 7,938

Employees by division

Sep. 30, 2013 Sep. 30, 2014
CRM and Strategic Data 4,929 4,709
Healthcare Professionals 1,748 1,785
Insurance and Services 1,159 1,241
GERS Activities and Reconciliation 210 203
Cegedim Group 8,046 7,938

# of Employees 7,938

First Nine Months Highlights

Competition authorities' fine

Acquisition

Refinancing operation

Competition authorities' fine

On July 8, 2014, competition authorities imposed a €5.7 million fine on Cegedim in response to a complaint filed by the Euris company accusing the group of unfair practices in France in the market for healthcare professional databases.

Cegedim appealed this decision to the Paris Court of Appeals. The French Competition Authorities decision is enforceable, so Cegedim paid the full amount of the fine in October 2014.

However, the fine does not in any way jeopardize the terms of the deal with IMS Health. We note that this risk was cited in paragraph 4.3.24 of the 2013 Annual Report and in the prospectus that accompanied our bond issue in April.

Acquisition

On April 15, 2014, Cegedim acquired the French company SoCall, which is based in France. Its core activity is providing secretarial and scheduling services for practices of healthcare professionals. The company manages incoming patient calls, messages, scheduling and records of past consultations for around 50 practices. Financed by internal financing, these activities represent annual revenues of less than €0.3 million and are part of the consolidation scope of Cegedim Group from Q2 2014.

Refinancing operation

On April 7, 2014, Cegedim launched an additional bond offering of €100 million, upsized to €125 million on the issue date, of its 6.75% Senior Notes due 2020. Apart from the date and price of issuance (105.75% plus interest accrued since April 1, 2014), the new bonds are identical to the €300 million of 6.75% Senior Notes due in 2020 that the Group issued on March 20, 2013. It should be noted that Cegedim was able to issue at 5.60% compared to 6.75% one year earlier.

The proceeds from the offering were used, among other things, to finance the redemption of €105,950,000 of outstanding bonds due 2015 (at a price of 108.102%), pay the premium and any related fees, and repay the bank overdraft facilities.

As a result, the Group's current debt structure is as follows:

  • €62.6 million of 7.00% bonds due July 27, 2015;
  • €425 million of 6.75% bonds due April 1, 2020;
  • €80 million of revolving credit due June 10, 2016, undrawn as of September 30, 2014;
  • Overdraft facilities.

Apart from the items cited above, to the best of the company's knowledge, there were no events or changes during the period that would materially alter the Group's financial situation

Subsequent Events

Execution of a definitive purchase agreement for the CRM and Strategic Data division

Cegedim B+ rating placed on CreditWatch Positive by S&P

Execution of a definitive purchase agreement for the CRM and Strategic Data division

On October 20, 2014, Cegedim, announced that a definitive purchase agreement has been executed for its CRM and Strategic Data division with IMS Health Inc. for a cash price of €385 million(1).

The signing comes after the Group successfully informed and consulted its works councils, receiving a positive opinion from all countries where the consultations were required; and after a unanimously positive vote from the Cegedim Board of Directors.

On October 1st, 2014, the AMF confirmed that the contemplated transaction did not justify a compulsory buyout offer under Article 236-6 of its General Regulations. The activities concerned represent 47% of 2013 revenue (excluding intra-Group revenue), 42.8% of 2013 EBIT before special items, and 40.8% of 2013 EBITDA.

The operation will now be submitted to antitrust authorities for review, and it is anticipated that the closing will occur at the beginning of Q2 2015.

The proceeds will be used to repay debt, thus reinforcing the Cegedim balance sheet and P&L statement, resulting in a leverage ratio close to 1 and margin improvement based on 2013 pro forma figures. The transaction will, however, lead Cegedim to recognize an accounting loss of approximately €180 million, at the end of 2014, with no impact on the Group's cash.

This transaction will allow Cegedim to refocus on software and databases for healthcare professionals and health insurance companies, and on its fast-growing multi-industry activities such as e-business, e-collaboration and outsourced payroll and HR management.

It should be noted that the financial statements closed at September 30, 2014 continue to include all the data relating to the business activities targeted by the IMS Health Inc. proposal. IFRS 5, whose objective is to separately classify activities considered as held for sale, does not apply for the time being.

As of September 30, 2014, the sale could only be considered "highly likely", because Cegedim's Board of Directors did not vote on the deal until mid-October. Furthermore, the activities cannot be considered to be "immediately available for sale in their present state" because their IT processing centers will have to be physically separated from those that handle the overall Group's operating activities, and the assets housed within legal entities that encompass multiple activities will have to be split off.

(1) On a cash free debt free basis, subject to certain adjustments based on the Group's net debt at the date of completion, changes in net working capital and 2014 CRM and strategic data division revenue.

Cegedim B+ rating placed on CreditWatch Positive by S&P

On October 24, 2014, once the definitive agreement on the sale of the CRM and Strategic Data division was signed, Standard & Poor's placed the Cegedim B+ rating for its bonds on CreditWatch positive.

Apart from the items cited above, to the best of the company's knowledge, there were no events or changes during the period that would materially alter the Group's financial situation

Outlook

Cegedim is reconfirming its target for 2014, of at least stable revenue and operating margin from recurring operations.

Following the execution of the definitive purchase agreements for the CRM and Strategic Data division the Group will be led to recognize an accounting loss of approximately €180 million, upon the closing of its 2014 accounts with no impact on the Group's cash.

Consolidated Financial 46
Statements
Notes to the consolidated

52

Interim Financial Reports

Statements

Nine Months of 2014

Consolidated Financial Statements

CONSOLIDATED BALANCE SHEET ASSETS

(in thousands of Euros) 09.30.2014 - Net 12.31.2013 - Net Change
GOODWILL ON ACQUISITION (NOTE 6) 578,349 528,465 9.4%
Development costs 41,666 16,791 148.1%
Other intangible fixed assets 192,890 207,097 (6.9)%
INTANGIBLE FIXED ASSETS 234,556 223,888 4.8%
Property 389 389 0.0%
Buildings 4,175 4,764 (12.4)%
Other tangible fixed assets 25,591 27,110 (5.6)%
Construction work in progress 393 45 766.3%
TANGIBLE FIXED ASSETS 30,548 32,307 (5.4)%
Equity investments 704 704 0.0%
Loans 2,464 2,464 0.0%
Other long-term investments 10,434 10,793 (3.3)%
LONG-TERM INVESTMENTS - EXCLUDING EQUITY
SHARES IN EQUITY METHOD COMPANIES 13,601 13,960 (2.6)%
Equity shares in equity method companies (Note 7) 9,029 8,599 5.0%
Government - Deferred tax (Note 12) 42,304 42,121 0.4%
Accounts receivable : Long-term portion (Note 8) 13,778 14,379 (4.2)%
Other receivables : Long-term portion 954 894 6.7%
NON-CURRENT ASSETS 923,118 864,615 6.8%
Services in progress 173 186 (7.0)%
Goods 13,673 10,428 31.1%
Advances and deposits received on orders 592 428 38.1%
Accounts receivable : Short-term portion (Note 8) 214,072 229,958 (6.9)%
Other receivables : Short-term portion 31,875 31,972 (0.3)%
Cash equivalents 4,307 3,515 22.5%
Cash 58,204 63,458 (8.3)%
Prepaid expenses 21,585 16,618 29.9%
CURRENT ASSETS 344,481 356,564 (3.4)%
TOTAL ASSETS 1,267,599 1,221,179 3.8%

CONSOLIDATED BALANCE SHEET LIABILITIES

(in thousands of Euros) 09.30.2014 12.31.2013 Change
Share capital 13,337 13,337 0.0%
Issue premium 182,955 185,562 (1.4)%
Group reserves 157,843 214,419 (26.4)%
Group exchange reserves (238) (238) 0.0%
Group exchange gains/losses 45,101 (8,996) (601.3)%
Group earnings (12,468) (58,634) (78.7)%
SHAREHOLDERS' EQUITY, GROUP SHARE 386,530 345,449 11.9%
Minority interests (reserves) 206 419 (50.7)%
Minority interests (earnings) 24 (43) (155.6)%
MINORITY INTERESTS 230 376 (38.8)%
SHAREHOLDERS' EQUITY 386,760 345,825 11.8%
Long-term financial liabilities (Note 9) 469,803 513,650 (8.5)%
Long-term financial instruments 8,534 8,905 (4.2)%
Deferred tax liabilities (Note 12) 10,067 9,513 5.8%
Non-current provisions 29,622 27,501 7.7%
Other non-current liabilities 2,182 2,421 (9.8)%
NON-CURRENT LIABILITIES 520,210 561,988 (7.4)%
Short-term financial liabilities (Note 9) 88,486 24,564 260.2%
Short-term financial instruments 8 7 5.2%
Accounts payable and related accounts 61,176 108,269 (43.5)%
Tax and social liabilities 110,072 124,764 (11.8)%
Provisions 3,679 5,840 (37.0)%
Other current liabilities 97,209 49,922 94.7%
CURRENT LIABILITIES 360,629 313,365 15.1%
TOTAL LIABILITIES 1,267,599 1,221,179 3.8%

CONSOLIDATED INCOME STATEMENT

(in thousands of Euros) 09.30.2014 09.30.2013 Change
Revenue 642,649 648,243 (0.9)%
Other operating activities revenue - - -
Capitalized production 35,339 33,633 5.1%
Purchases used (78,156) (81,104) (3.6)%
External expenses (172,278) (169,320) 1.7%
Taxes (10,890) (10,688) 1.9%
Payroll costs (Note 18) (323,738) (324,896) (0.4)%
Allocations to and reversals of provisions (3,192) (4,784) (33.3)%
Change in inventories of products in progress and finished products (14) 7 (298.7)%
Other operating income and expenses (667) (619) 7.6%
EBITDA 89,054 90,472 (1.6)%
Depreciation expenses (48,111) (45,313) 6.2%
OPERATING INCOME FROM RECURRING OPERATIONS 40,943 45,159 (9.3)%
Depreciation of goodwill - - -
Non-recurrent income and expenses (10,767) (5,130) 109.9%
OTHER NON-RECURRENT INCOME AND EXPENSES (NOTE
11) (10,767) (5,130) nm
OPERATING INCOME 30,176 40,029 (24.6)%
Income from cash and cash equivalents 4,358 290 1,402.7%
Gross cost of financial debt (42,664) (38,934) 9.6%
Other financial income and expenses (37) (8,621) (99.6)%
COST OF NET FINANCIAL DEBT (NOTE 10) (38,343) (47,265) (18.9)%
Income taxes (6,888) (8,782) (21.6)%
Deferred taxes 1,265 9,751 (87.0)%
TOTAL TAXES (NOTE 12) (5,623) 969 (680.3)%
Share of profit (loss) for the period of equity method
companies 1,346 1,456 (7.6)%
Profit (loss) for the period before earnings from activities that have
been discontinued or are being sold (12,444) (4,811) 158.7%
Profit (loss) for the period net of income tax from activities
that have been discontinued or are being sold
- - -
Consolidated profit (loss) for the period (12,444) (4,811) 158.7%
ATTRIBUTABLE TO OWNERS OF THE PARENT A (12,468) (4,803) 159.6%
Minority interests 24 (8) (388.9)%
Average number of shares excluding treasury stock B 13,955,780 13,949,928 0.0%
CURRENT EARNINGS PER SHARE (IN EUROS) (0.1) 0.02 (619.7)%
EARNINGS PER SHARE (IN EUROS) A/B (0.9) (0.34) 159.5%
Diluting instruments none none -
DILUTED EARNINGS PER SHARE (IN EUROS) (0.9) (0.34) 159.5%

STATEMENT OF TOTAL EARNINGS

(in thousands of Euros) 09.30.2014 09.30.2013 Change
Consolidated profit (loss) for the period (12,444) (4,811) 158.7%
Other items included in total earnings: - - -
Unrealized exchange gains/losses 54,047 (13,408) (503.1)%
Free shares award plan (556) 382 (245.4)%
Hedging financial instruments (net of income tax) (615) 2,825 (121.8)%
TOTAL OTHER RECYCLABLE ITEMS OF THE OF THE STATEMENT
OF TOTAL EARNINGS 52,876 (10,201) (618.3)%
Actuariel differences relating to provisions for pensions 1 24 -
TOTAL OTHER NON RECYCLABLE ITEMS OF THE OF THE STATEMENT
OF TOTAL EARNINGS 1 24 (95.8)%
TOTAL EARNINGS 40,433 (14,988) (369.8)%
Minority interests' share 24 (5) (574.6)%
ATTRIBUTABLE TO OWNERS OF THE PARENT 40,410 (14,983) (369.7)%

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

Conso. Unrealized
Capital Reserves reserves exchange Total Total
tied to and gains/ Group Minority
(in thousands of Euros) capital earnings losses share interests
Balance at 01.01.2012 13,337 185,561 296,019 20,820 515,737 497 516,234
Earnings for the fiscal year (85,351) (85,351) 89 (85,262)
Earnings recorded directly as shareholders' equity: -

Transactions on shares
362 362 362

Hedging of financial instruments

Hedging of net investments
3,740 0 3,740
0
3,740
0

Actuarial differences relating to pension provisions
(7,322) (7,322) 1 (7,321)

Unrealized exchange gains/losses
(3,683) (3,683) (3,683)
Total earnings for the fiscal year (84,932) (7,322) (92,254) 89 (92,164)
Transactions with shareholders:

Capital transactions
-

Distribution of dividends (1)
(62) (62)

Treasury shares
402 402 402
Total transactions with shareholders 402 402 (62) 340
Other changes 871 871 (1) 870
Change in consolidation scope (17) (17)
BALANCE AT 12.31.2012 13,337 185,561 212,360 13,498 424,757 507 425,264
Earnings for the fiscal year (58,634) (58,634) (43) (58,677)
Earnings recorded directly as shareholders' equity:

Transactions on shares
(76) (76) (76)

Hedging of financial instruments
2,841 2,841 2,841

Hedging of net investments
0 0 0

Unrealized exchange gains/losses
(22,756) (22,756) 4 (22,752)

Actuarial differences relating to pension provisions)
(218) (218) (218)
Total earnings for the fiscal year (56,088) (22,756) (78,844) (39) (78,883)
Transactions with shareholders:

Capital transactions
-

Distribution of dividends (1)
(94) (94)

Treasury shares
(234) (234) (234)
Total transactions with shareholders (234) (234) (94) (328)
Other changes (255) (255) 2 (252)
Change in consolidation scope 25 25 25
BALANCE AT 12.31.2013 13,337 185,561 155,784 (9,234) 345,448 376 345,825
Earnings for the fiscal year (12,468) (12,468) 24 (12,444)
Earnings recorded directly as shareholders' equity:

Transactions on shares
(556) (556) (556)

Hedging of financial instruments
(615) (615) (615)

Hedging of net investments
-

Unrealized exchange gains/losses
54,047 54,047 54,047

Actuarial differences relating to pension provisions
1 1 1
Total earnings for the fiscal year (13,638) 54,047 40,409 24 40,432
Transactions with shareholders:

Capital transactions
- (53) (53)

Distribution of dividends (1)
- (74) (74)

Treasury shares
826 826 826
Total transactions with shareholders 826 826 (127) 699
Other changes (2,606) 2,403 (203) (203)
Change in consolidation scope 51 51 (43) 8
BALANCE AT 09.30.2014 13,337 182,955 145,375 44,863 386,530 230 386,760

(1): The total amount of dividends is distributed to common shares. There are no other classes of shares. There were no issues, repurchases or redemptions of equity securities during 2012, 2013 and 2014 except for the shares acquired under the free share award plan.

CASH FLOW STATEMENT FROM EARNINGS OF CONSOLIDATED COMPANIES

(in thousands of Euros) 09.30.2014 12.31.2013 09.30.2013
Consolidated profit (loss) for the period (12,444) (58,677) (4,811)
Share of earnings from equity method companies (1,346) (1,275) (1,456)
Depreciation and provisions (1) 47,279 127,421 46,136
Capital gains or losses on disposals 350 (397) (9)
CASH FLOW AFTER COST OF NET FINANCIAL DEBT AND TAXES 33,839 67,072 39,860
Cost of net financial debt. 38,343 60,060 47,265
Tax expenses 5,623 25,483 (969)
OPERATING CASH FLOW BEFORE COST OF NET FINANCIAL
DEBT AND TAXES 77,805 152,615 86,156
Tax paid (8,611) (12,451) (8,423)
Change in working capital requirements for operations: requirement (12,763) - (3,980)
Change in working capital requirements for operations: surplus - 9,424 -
CASH FLOW GENERATED FROM OPERATING ACTIVITIES
AFTER TAX PAID AND CHANGE IN WORKING CAPITAL
REQUIREMENTS (A)
56,431 149,588 73,753
Acquisitions of intangible assets (37,790) (51,051) (36,870)
Acquisitions of tangible assets (16,282) (22,340) (16,629)
Acquisitions of financial assets - (2,914) (2,381)
Disposals of tangible and intangible assets 665 4,674 765
Disposals of long-term investments 1,383 - -
Impact of changes in consolidation scope (467) (1,697) (194)
Dividends received from equity method companies 941 884 852
NET CASH FLOWS GENERATED BY INVESTMENT
OPERATIONS (B) (51,550) (72,444) (54,457)
Dividends paid to parent company shareholders - - -
Dividends paid to the minority interests of consolidated companies (74) (94) (94)
Capital increase through cash contribution (53) - -
Loans issued 125,000 300,000 300,000
Loans repaid (107,069) (290,857) (270,243)
Interest paid on loans (38,363) (43,413) (42,275)
Other financial income and expenses paid or received (2,788) (8,339) (4,981)
NET CASH FLOWS GENERATED BY FINANCING OPERATIONS (C) (23,347) (42,703) (17,593)
CHANGE IN CASH EXCLUDING IMPACT OF CHANGES IN
FOREIGN CURRENCY EXCHANGE RATE (A + B + C) (18,466) 34,441 1,703
Impact of changes in foreign currency exchange rates 3,821 (1,668) (1,708)
CHANGE IN CASH (14,645) 32,773 (5)
Opening cash 54,227 21,454 21,454
Closing cash (Note 9) 39,582 54,227 21,449

(1) Including Impairment of goodwill for 63,300 thousand euros as at December 31, 2013.

Nine Months of 2014 Notes to the Consolidated Financial Statements

Detailed summary of the notes

expenses from operations 68
Note 2 Highlights 54 Note 12 Deferred taxes 68
Note 3 Changes in the consolidation scope 55 Note 13 Off-balance sheet commitments 71
Note 4 Segment information as at
September 30, 2014
55 Note 14 Share capital 71
Note 5 Segment information in 2013 57 Note 15 Treasury shares 71
Note 6 Goodwill on acquisition 62 Note 16 Dividends 72
Note 7 Equity shares accounted for using
the equity method
63 Note 17 Employees 72
Note 8 Accounts receivable 64 Note 18 Payroll costs 72
Note 9 Net financial debt 65 Note 19 Events occurring after the closing
date
73
Note 10 Cost of net debt 67 Note 20 Seasonality 73
Note 1 IFRS Accounting Standards 53 Note 11 Other non-recurring income and
expenses from operations
68
Note 2 Highlights 54 Note 12 Deferred taxes 68
Note 3 Changes in the consolidation scope 55 Note 13 Off-balance sheet commitments 71
Note 4 Segment information as at
September 30, 2014
55 Note 14 Share capital 71
Note 5 Segment information in 2013 57 Note 15 Treasury shares 71
Note 6 Goodwill on acquisition 62 Note 16 Dividends 72
Note 7 Equity shares accounted for using
the equity method
63 Note 17 Employees 72
Note 8 Accounts receivable 64 Note 18 Payroll costs 72
Note 9 Net financial debt 65 Note 19 Events occurring after the closing
date
73
Note 10 Cost of net debt 67 Note 20 Seasonality 73

Note 1 – IFRS Accounting Standards

The Group's first nine months consolidated financial statements as of September 30, 2014, have been prepared in accordance with standard IAS 34 - Interim Financial Reporting. They correspond to condensed interim financial statements and do not include all of the information required for annual financial statements. The consolidated financial statements as of September 30, 2014, should therefore be read in conjunction with the Group's consolidated financial statements reported on December 31, 2013.

The accounting principles applied by the Group for the preparation of the interim consolidated financial statements at September 30, 2014, are the same as those applied by the Group at December 31, 2013, excepting the following norms applicable since January 1, 2014, and comply with international accounting standards IFRS (International Financial Reporting Standards) as endorsed by the European Union. These accounting principles are described in the section entitled "Accounting Principles" applicable to the consolidated financial statements in the 2013 reference document.

New norms, interpretations and modifications applicable since January 1, 2014:

Norms and new interpretations applicable on or after January 1, 2014:

  • Amendment to IAS 28 "Investments in associates and joint ventures". IAS 28 was modified to be conformed to amendments made after publication of IFRS 10 " Consolidated financial statements", IFRS 11 "Partnerships" and IFRS 12 "Disclosure of interests in other entities";
  • Amendment to IAS 32 "Offsetting of financial assets and liabilities" which clarifies the meaning of "has a legally enforceable right to set off the amounts" and certain global compensation systems should be considered comparable as a payment on the basis of a net amount. This amendment was adopted by the European Union on December 29, 2012 and should be applied retrospectively for fiscal years since January 1, 2014;
  • Amendments to IAS 36 "Information must be provided regarding the recoverable value of non-financial assets". These amendments were adopted by the European Union on December 19, 2013 and should be applied for fiscal years since January 1, 2014;
  • Amendments to IAS 39 and IFRS 9 "Novation of derivatives and continuation of hedge accounting" These amendments were adopted by the European Union on December 19, 2013 and should be applied for fiscal years since January 1, 2014;
  • IFRS 10 "Consolidated financial statements";
  • IFRS 11 "Partnerships" cancel and replace IAS 31 "Interests In Joint Ventures" and SIC 13 "Jointly Controlled Entities – Non-Monetary Contributions by Venturers";
  • IFRS 12 "Disclosure of interests in other entities". Objective of IFRS 12 is to have an information which could allow financial statements users to evaluate the basis of the control, each restriction on consolidated assets and liabilities, risks exposures resulting to participations in not consolidated structured entities and the participation of minority interest in consolidated entities activities;

The Group led analysis on participations, on every presented period. Results showed that the new definition of control given by IFRS 10 is not modifying the Group consolidation scope.

Others norms have no significate effects on the Group consolidated financial statements.

Norms, interpretations and amendments not adopted by the European Union

New norms, norms amendments and interpretations not adopted by the European Union are the following:

  • IFRS 9 "financial instruments" applicable from January 1, 2015 and not adopted yet by the European Union;
  • IFRIC 21 "Duties and taxes", not adopted yet by the European Union, could be applicable to fiscal years from July 1, 2014.

Note 2 – Highlights

Refinancing operation

On April 7, 2014, Cegedim launched an additional bond offering of €100 million, upsized to €125 million on the issue date, of its 6.75% Senior Notes due 2020. Apart from the date and price of issuance (105.75% plus interest accrued since April 1, 2014), the new bonds are identical to the €300 million of 6.75% Senior Notes due in 2020 that the Group issued on March 20, 2013. It should be noted that Cegedim was able to issue at 5.60% compared to 6.75% one year earlier.

The proceeds from the offering were used, among other things, to finance the redemption of €105,950,000 of outstanding bonds due 2015 (at a price of 108.102%), pay the premium and any related fees, and repay the bank overdraft facilities.

As a result, the Group's current debt structure is as follows:

  • €62.6 million of 7.00% bonds due July 27, 2015;
  • €425 million of 6.75% bonds due April 1, 2020;
  • €80 million of revolving credit due June 10, 2016, undrawn as of September 30, 2014;
  • Overdraft facilities.

Acquisition

On April 15, 2014, Cegedim acquired the French company SoCall, which is based in France. Its core activity is providing secretarial and scheduling services for practices of healthcare professionals. The company manages incoming patient calls, messages, scheduling and records of past consultations for around 50 practices. Financed by internal financing, these activities represent annual revenues of less than €0.3 million and are part of the consolidation scope of Cegedim Group from Q2 2014.

Competition authorities' fine

On July 8, 2014, competition authorities imposed a €5.7 million fine on Cegedim in response to a complaint filed by the Euris company accusing the group of unfair practices in France in the market for healthcare professional databases.

Cegedim appealed this decision to the Paris Court of Appeals. The French Competition Authorities decision is enforceable, so Cegedim paid the full amount of the fine in October 2014.

However, the fine does not in any way jeopardize the terms of the deal with IMS Health. We note that this risk was cited in paragraph 4.3.24 of the 2013 Annual Report and in the prospectus that accompanied our bond issue in April.

Apart from the items cited above, to the best of the company's knowledge, there were no events or changes during the period that would materially alter the Group's financial situation.

Note 3 – Changes in the consolidation scope

Companies involved % held for the
fiscal year
% held for the
previous fiscal year
Conso. method
for the fiscal year
Conso. method
for previous year
Comments
Companies entering the consolidation scope
Galaxysanté 49.00% - E.M. - Creation
SoCall 100.00% - F.C. - Acquisition
Companies leaving the consolidation scope
Cegedim Malaysia SDN 100.00% 100.00% F.C. F.C. Liquidation
Cegedim Centroamerica y el
Caraibe 100.00% 100.00% F.C. F.C. Liquidation

Note 4 – Segment information as at September 30, 2014

Income statement items as at September 30, 2014

(in thousands of Euros) CRM and
strategic
data
Healthcare
professionals
Insurance
and
services
GERS
activities and
reconci
liation
09.30.2014 Total
France
Total rest
of world
Sector income
A Outside Group revenue 294,322 210,305 116,426 21,597 642,649 373,172 269,477
Revenue to other Group
B sectors 13,446 4,856 3,035 14,765 36,102 34,527 1,575
A+B Total sector revenue 307,768 215,160 119,461 36,362 678,752 407,699 271,052
Sector earnings
D Operating income from
recurring operations 10,585 20,930 14,208 (4,781) 40,942
E EBITDA from recurring
operations 30,345 37,452 24,629 (3,373) 89,053
Operating margin from recurring operations (in %)
D/A Operating margin from
recurring operations outside
Group 3.6% 10.0% 12.2% -22.1% 6.4%
E/A EBITDA margin from
recurring operations Outside
Group 10.3% 17.8% 21.2% -15.6% 13.9%
Depreciation expenses by sector
Depreciation expenses 19,760 16,522 10,420 1,408 48,111

Geographical breakdown consolidated revenue as at September 30, 2014

(in thousands of Euros) France Euro Zone
outside
France
Pound
Sterling Zone
US dollar
Zone
Rest of world 09.30.2014
Geographic breakdown 373,172 61,585 59,601 66,814 81,478 642,649
% 58% 10% 9% 10% 13% 100%
(in thousands of Euros) CRM and
strategic
data
Healthcare
professionals
Insurance
and services
GERS
activities and
reconci
liation
09.30.2014 Total
France
Total rest
of the
world
Sector assets (net values)
Goodwill on acquisition (note
6) 405,716 123,980 48,325 327 578,348 121,247 457,101
Intangible assets 134,024 52,277 42,527 5,727 234,556 199,890 34,666
Tangible assets 13,193 9,267 3,886 4,202 30,548 17,681 12,867
Shares accounted for under the
equity method (Note 7) 60 8,902 66 - 9,029 67 8,961
Total net 552,994 194,426 94,804 10,256 852,481 338,886 513,595
Investments for the year (gross values)
Goodwill on acquisition (note
6) - 153 267 - 420 420 -
Intangible assets 20,083 9,023 8,052 632 37,790 32,514 5,276
Tangible assets 3,505 11,420 1,253 74 16,251 12,494 3,758
Shares accounted for under the
equity method (Note 7) - - - - - - -
Total gross 23,588 20,596 9,572 705 54,461 45,428 9,033
Sector liabilities (1)
Non-current liabilities
Provisions 13,134 8,750 7,126 613 29,622 27,522 2,101
Other liabilities 2,182 - - - 2,182 - 2,182
Current liabilities
Accounts payable and related
accounts 28,432 21,730 6,896 4,118 61,176 32,151 29,025
Tax and social liabilities 57,755 23,434 25,486 3,396 110,072 72,168 37,904
Provisions 1,939 1,057 683 - 3,679 2,111 1,568
Other liabilities 51,234 25,604 19,516 855 97,209 54,368 42,841

Balance sheet items as at September 30, 2014

(1) Contribution of Cegedim SA in liabilities remains allocated per default in the CRM and strategic data sector, with no breakdown per sector.

Note 5 – Segment information in 2013

Income statement items as at September 30, 2013

(in thousands of Euros) CRM and
strategic
data
Healthcare
professional
s
Insurance
and
services
GERS
activities
and
reconci
liation
09.30.2013 Total
France
Total rest
of the
world
Sector income
A Outside Group revenue 298,729 213,650 114,659 21,205 648,243 367,743 280,500
Revenue to other Group
B sectors 15,081 6,151 3,660 8,388 33,279 32,003 1,276
A+B Total sector revenue 313,809 219,801 118,318 29,593 681,522 399,746 281,776
Sector earnings
D Operating income from
recurring operations 10,688 25,684 16,395 (7,608) 45,159
E EBITDA from recurring
operations 27,786 42,357 26,715 (6,386) 90,472
Operating margin from recurring operations (in %)
D/A Operating margin from
recurring operations outside
Group 3.6% 12.0% 14.3% -35.9% 7.0%
E/A EBITDA margin from
recurring operations Outside
Group 9.3% 19.8% 23.3% -30.1% 14.0%
Depreciation expenses by sector
Depreciation expenses 17,098 16,673 10,320 1,222 45,313

Geographical breakdown consolidated revenue as at September 30, 2013

(in thousands of Euros) France Euro Zone
outside
France
Pound
Sterling Zone
US dollar
Zone
Rest of world 09.30.2013
Geographic breakdown 367,743 61,250 62,852 71,481 84,917 648,243
% 57% 9% 10% 11% 13% 100%
CRM and
strategic
data
Healthcare
professionals
Insurance
and services
GERS
activities
and
reconci
12.31.2013 Total
France
Total rest
of the
world
(in thousands of Euros) liation
Sector assets (net values)
Goodwill on acquisition (note
6) 360,868 119,539 48,058 - 528,465 120,827 407,638
Intangible assets 128,389 46,775 45,149 3,575 223,888 194,033 29,855
Tangible assets 14,456 9,101 4,157 4,594 32,307 18,985 13,323
Shares accounted for under the
equity method (Note 7) 96 8,419 85 - 8,599 112 8,487
Total net 503,808 183,834 97,449 8,169 793,260 333,956 459,303
Investments for the year (gross values)
Goodwill on acquisition (note
6) - 1,987 200 - 2,187 200 1,987
Intangible assets 27,623 12,035 10,648 745 51,051 43,971 7,080
Tangible assets 3,878 16,785 1,365 270 22,298 17,629 4,669
Shares accounted for under the
equity method (Note 7) - - 53 - 53 - 53
Total gross 31,501 30,807 12,265 1,014 75,588 61,800 13,788
Sector liabilities (1)
Non-current liabilities
Provisions 12,053 8,033 6,856 558 27,501 25,932 1,568
Other liabilities 2,421 - - - 2,421 - 2,421
Current liabilities
Accounts payable and related
accounts 68,772 23,116 11,156 5,226 108,269 44,810 63,459
Tax and social liabilities 64,888 25,652 30,475 3,749 124,764 80,022 44,742
Provisions 3,595 1,278 917 50 5,840 2,679 3,161
Other liabilities 13,307 22,400 13,846 369 49,922 34,267 15,655

Balance sheet items as at December 31, 2013

(1) Contribution of Cegedim SA in liabilities remains allocated per default in the CRM and strategic data sector, with no breakdown per sector.

Modifications were made to the presentation of the IFRS financial statements closed on September 30, 2013, which were initially published on November 28, 2013. These changes reflect a change in the allocation of companies in relation to their activity. These changes affect three sectors. Companies in the sector "CRM and strategic data" have been reallocated to "Healthcare professionals" and "GERS activities and Reconciliation". These modifications were integrated with each item of each sector as of September 30, 2013, presented above, for the following amounts:

(in thousands of Euros) CRM and
strategic
data
Healthcare
professional
s
Insurance
and
services
GERS
activities
and
reconci
liation
09.30.2013 Total
France
Total rest
of the
world
Sector income
Outside Group revenue published 322,732 210,852 114,659 - 648,243 367,743 280,500
Reallocation (24,003) 2,798 - 21,205 - - -
Outside Group revenue at
September 30, 2013 298,729 213,650 114,659 21,205 648,243 367,743 280,500
Revenue to other Group sectors
published 18,151 6,147 3,660 - 27,958 26,962 996
Reallocation (3,070) 4 - 8,388 5,322 5,042 280
Revenue to other Group sectors
at September 30, 2013 15,081 6,151 3,660 8,388 33,280 32,004 1,276
Total revenue published 340,883 216,999 118,319 - 676,201 394,705 281,496
Reallocation (27,073) 2,802 - 29,593 5,322 5,042 280
Total revenue at September 30,
2013 313,810 219,801 118,319 29,593 681,523 399,747 281,776
(in thousands of Euros) CRM and
strategic data
Healthcare
professionals
Insurance and
services
GERS
activities and
reconciliation
09.30.2013
Sector earnings
Operating income from recurring
operations published 3,641 25,352 16,166 - 45,159
Reallocation 7,047 332 229 (7,608) -
Operating income from
recurring operations at
September 30, 2013 10,688 25,684 16,395 (7,608) 45,159
(in thousands of Euros) CRM and
strategic data
Healthcare
professionals
Insurance and
services
GERS
activities and
reconciliation
09.30.2013
Depreciation expenses by sector
Depreciation expenses published
18,322 16,671 10,320 - 45,313
Reallocation
Depreciation expenses at
September 30, 2013
(1,224)
17,098
2
16,673
-
10,320
1,222
1,222
-
45,313

Modifications were made to the presentation of the IFRS financial statements closed on December 31, 2013, which were initially published on April 7, 2014. These changes aim to simplify the reading of the segment information in the "CRM and strategic data" sector, reallocating GERS activities into the "GERS activities and Reconciliation". These modifications were integrated with each item of each sector as of December 31, 2013, presented above, for the following amounts:

(in thousands of Euros) CRM and
strategic data
Healthcare
professionals
Insurance
and
services
GERS
activities
and
reconci
liation
12.31.2013 Total
France
Total rest
of the
world
Sector assets
Intangible assets published 129,505 46,775 45,149 2,458 223,888 194,033 29,855
Reallocation (1,116) - - 1,117 - - -
Intangible assets at December
31, 2013
128,389 46,775 45,149 3,575 223,888 194,033 29,855
Tangible assets published 15,958 9,101 4,157 3,091 32,307 18,985 13,323
Reallocation (1,503) - - 1,503 - - -
Tangible assets at December 31,
2013
14,456 9,101 4,157 4,594 32,307 18,985 13,323
(in thousands of Euros) CRM and
strategic data
Healthcare
professionals
Insurance
and
services
GERS
activities
and
reconci
liation
12.31.2013 Total
France
Total rest
of the
world
Investments for the year
Intangible assets published
28,132 12,035 10,648 236 51,051 43,971 7,080
Reallocation (509) - - 509 - - -
Intangible assets at December
31, 2013
27,623 12,035 10,648 745 51,051 43,971 7,080
Tangible assets published 3,918 16,785 1,365 230 22,298 17,629 4,669
Reallocation (40) - - 40 - - -
Tangible assets at December 31,
2013
3,878 16,785 1,365 270 22,298 17,629 4,669
(in thousands of Euros) CRM and
strategic data
Healthcare
professionals
Insurance
and
services
GERS
activities
and
reconci
liation
12.31.2013 Total
France
Total rest
of the
world
Sector liabilities
Non-current liabilities
Provisions published 12,611 8,033 6,856 - 27,501 25,932 1,568
Reallocation (558) - - 558 - - -
Provisions at December 31, 2013 12,053 8,033 6,856 558 27,501 25,932 1,568
(in thousands of Euros) CRM and
strategic data
Healthcare
professionals
Insurance
and
services
GERS
activities
and
reconci
liation
12.31.2013 Total
France
Total rest
of the
world
Sector liabilities
Current liabilities
Accounts payable and related
accounts published
73,754 23,116 11,156 243 108,269 44,810 63,459
Reallocation (4,982) - - 4,983 1 - -
Accounts payable and related
accounts at December 31, 2013
68,772 23,116 11,156 5,226 108,270 44,810 63,459
Tax and social liabilities published 67,172 25,652 30,475 1,465 124,764 80,022 44,742
Reallocation (2,284) - - 2,284 - - -
Tax and social liabilities at
December 31, 2013
64,888 25,652 30,475 3,749 124,764 80,022 44,742
Provisions published 3,645 1,278 917 - 5,840 2,679 3,161
Reallocation (50) - - 50 - - -
Provisions at December 31, 2013 3,595 1,278 917 50 5,840 2,679 3,161
Other liabilities published 13,355 22,400 13,846 321 49,922 34,267 15,655
Reallocation (48) - - 48 - - -
Other liabilities at December 31,
2013
13,307 22,400 13,846 369 49,922 34,267 15,655

Note 6 – Goodwill on acquisition

In net value, at September 30, 2014, goodwill on acquisition represents 578 million euros compared to 528 million euros at December 31, 2013. This increase of 50 million euro corresponds primarily to the impact of the revaluation of goodwill on acquisition denominated in dollar.

Sector 12.31.2013 Scope Impairment Translation gains
or losses and other
variations
09.30.2014
CRM and strategic data 360,867 -263 -381 - 45,493
Healthcare professionals 119,540 -64 153 - 4,352
Insurances and services 48,058 - 267 - -
GERS activities and reconciliation - 327 - - -
TOTAL 528,465 - 39 - 49,845

Paragraph 90 of IAS 36 indicates that CGUs where goodwill has been allocated should be tested at least on an annual basis and every time an impairment charge could occur. This impairment charge is defined as the difference between the CGU recoverable value and its book value. The recoverable value is defined by IAS 36.18 as the higher of the asset fair value less costs of sells - and its value in use (sum of capitalized flows expected by the company for this asset).

For the CRM and strategic data division

On June 24, 2014, Cegedim has received a binding offer from IMS Health Inc. for the acquisition of the major part of the businesses of its CRM and strategic data division for a cash price of €385 million. Considering that IMS Health Inc. binding offer is the fair value, the recoverable value should be the higher sum between the offer price (€385 million) minus costs associated to this sale, and the actual value of operating flows expected in the business plans for the CRM and strategic data division.

2014 first nine months achievements, which show a distinct operating margin progress compared to 2013 first nine months, enable the confirmation of the established business plans for this division during the closing of 2013. Impairment tests carried out at this period concluded to a €516 million value in use. As no impairment indicators are identified in this division as of September 30, 2014, the value in use does not have to be revised downwards. As a result, no depreciation of goodwill is needed. However, one should note that, if IMS Health Inc. offer had to be accepted by Cegedim, the Group would be led to recognize an accounting loss of approximately €180 million, with no impact on the Group's cash, mainly attributable to the CRM and strategic division goodwill. This accounting loss would be effective in the next financial statements published by the Group, as the Board of Directors approved, on October 17, 2014, this offer and authorized the signature of the definitive purchase agreement.

As for the Healthcare Professionals and the Insurance and Services divisions

The Group does not consider that 2014 first nine months achievements, although below expectations, should be considered as indications of a loss in value which could question business plans established during the closing of 2013. Values in use decided at this time, for respectively €420 million and €424 million, largely cover goodwill value allocated to these divisions and confirm the absence of depreciation.

Note 7 – Equity shares accounted for using the equity method

Entity %
owned
2013
Shareholders
' equity as of
12.31.13
Group-share
of total net
shareholders'
equity 2013
Goodwill on
acquisition
Provisio
n for
risks
Net value of shares
in companies
accounted for by the
EM as of 12.31.13
Edipharm 20.00% 160 32 - - 32
Infodisk 34.00% (46) (16) - - (16)
Millennium 49.22% 11,328 5,576 2,859 - 8,434
Primeum Cegedim 50.00% 192 96 - - 96
Tech Care Solutions 50.00% 105 53 - - 53
TOTAL 11,739 5,741 2,859 - 8,599
Entity %
owned
09.30.14
Profit
(loss)
09.30.14
Group
share
of profit
(loss)
09.30.14
Sharehold
ers' equity
as of
09.30.14
Group share
of total net
shareholders'
equity as of
09.30.14
Goodwill
on acquisi
tion
Risk
Provi
sion
Net value
of shares
in companies
accounted for by
EM as of
09.30.14
Edipharm 20.00% (59) (12) 101 20 - - 20
Infodisk 34.00% (14) (5) (60) (20) - - (20)
Millennium 49.22% 2,778 1,367 12,306 6,057 2,859 - 8,916
Primeum Cegedim 50.00% 5 2 121 60 - - 60
Tech Care Solutions 50.00% (14) (7) 91 46 - - 46
Galaxy Santé 49.00% - - 15 7 - - 7
TOTAL 2,694 1,346 12,573 6,170 2,859 - 9,029

Value of shares in companies accounted for by the equity method

Change in value of shares in companies accounted for by the equity method

The change in shares of equity-accounted affiliates can be analyzed as follows:

Shares of equity-accounted affiliates at January 1, 2014 8,599
Distribution of dividends (924)
Capital increase -
Share of earnings at September 30, 2014 1,346
Perimeter entrance 7
SHARES OF EQUITY-ACCOUNTED AFFILIATES AT SEPTEMBER 30, 2014 9,029

Note 8 – Accounts receivable

Customers
(in thousands of Euros) Current Non-current 09.30.2014 12.31.2013
French companies 125,126 13,778 (1) 138,904 149,090
Foreign companies 95,836 - 95,836 102,883
TOTAL GROSS VALUES 220,962 13,778 234,739 251,973
Provisions 6,890 - 6,890 7,636
TOTAL NET VALUES 214,072 13,778 227,849 244,337

(1): Receivables corresponding to financial leases granted by Cegelease and due for payment in more than one year.

Receivables are valued at their face value.

A provision for impairment is recognized if the inventory value, based on the probability of collection, is less than the recorded value. Thus, doubtful clients are routinely impaired at 100%, and receivables outstanding for more than six months are monitored on a case-by-case basis and, if necessary, impaired in the amount of the estimated risk of noncollection.

The share of past-due receivables, gross amount, is 53 million euros at September 30, 2014.

Aged balance

As at September 30, 2014 Total past
due
receivables
Receivables
< 1 month
Receivables
1 to 2
months
Receivables
2 to 3 months
Receivables
3 to 4
months
Receivables
> 4 months
French companies 26,286 7,182 6,728 2,754 1,742 7,880
Foreign companies 26,880 10,877 6,896 2,839 1,514 4,755
TOTAL 53,166 18,059 13,624 5,593 3,256 12,635

Receivables transferred with transfer of credit risk

The contractual conditions of factoring contracts (concluded in 2011) enable the transfer of the main risks and advantages related to transferred receivables and therefore their removal from the balance sheet.

According to IAS 39, receivables transferred to third parties (factoring contract) are derecognized from the Group assets when the risks and advantages associated with them are substantially transferred to the said third parties and if the factoring company accepts, in particular, the credit risk, the interest risk and the recovery deadline (see "Accounting Policies accounts receivable" in the 2013 Registration Document).

Total receivables transferred with transfer of credit risk thus deconsolidated under IAS 39 in the context of factoring contracts at September 30, 2014 amounts to 15.4 million euros, a decrease compared to December 31, 2013.

There is no available cash at September 30, 2014 within the context of these contracts.

Note 9 – Net financial debt

(in thousands of Euros) Financial Other (1) 09.30.2014 12.31.2013
Medium- and long-term financial borrowing and liabilities (> 5 y) 424,153 - 424,153 298,349
Medium- and long-term financial borrowing and liabilities (> 1 y, < 5 y) 45,094 7,278 52,372 215,300
Short-term financial borrowing and liabilities (> 6 months < 1 year) 55,878 2,126 58,004 1,704
Short-term financial borrowing and liabilities (> 1 month, < 6 months) 13 - 13 5,122
Short-term financial borrowing and liabilities (< 1 month) 819 - 819 4,992
Current bank loans 22,928 - 22,928 12,746
TOTAL FINANCIAL DEBT 548,885 9,404 558,289 538,214
Positive cash 62,510 - 62,510 66,973
NET FINANCIAL DEBT 486,375 9,404 495,779 471,241

(1) The account mainly includes profit sharing for an amount of 9,081 thousand euros.

Net cash

(in thousands of Euros) 09.30.2014 12.31.2013
Current bank loans 22,928 12,746
Positive cash 62,510 66,973
NET CASH 39,582 54,227

Statement of changes in net debt

(in thousands of Euros) 09.30.2014 12.31.2013
Net debt at the beginning of the fiscal year (A) 471,241 486,250
Operating cash flow before cost of net debt and taxes 77,805 152,615
Tax paid (8,611) (12,451)
Change in working capital requirement (1) (12,763) 9,424
NET CASH FLOW GENERATED FROM OPERATING ACTIVITIES 56,431 149,588
Change resulting from investment operations (51,083) (70,747)
Impact of changes in consolidation scope (2) (467) (1,697)
Dividends - -
Increase in cash capital (53) -
Impact of changes in foreign currency exchange rates 3,821 (1,668)
Interest paid on loans (38,363) (43,413)
Other financial income and expenses paid or received (2,788) (8,339)
Other changes 7,964 (8,715)
TOTAL NET CHANGE FOR THE YEAR (B) (24,538) 15,009
NET DEBT AT THE END OF THE FISCAL YEAR (A-B) 495,779 471,241

(1) Change in working capital requirement amounts to (12,763) thousand euros and is due to an inventories, an accounts receivable and other receivables change of 11,776 thousand euros and an accounts payable and other liabilities change of (24,539) thousand euros.

< 1 > 1 month, > 6 months, > 1 year, > 5 year
month < 6 months < 1 year < 5 years
Fixed rate 819 13 55,878 - 424,153
1-month Euribor rate 22,928 - - 45,094 -
23,747 13 55,878 45,094 424,153

Bank loans have the following terms:

The main loans taken out are accompanied by terms involving the consolidated financial statements and related more particularly to net debt compared to the Group's consolidated gross operating margin (or the EBITDA). These ratios, fully satisfied at closing date, are annually certified by the auditors.

Financing

In May 2007, Cegedim received the FCB Loan, a shareholder loan from its largest shareholder, FCB, for an amount of €50.0 million. The shareholder loan agreement between Cegedim S.A. and FCB was signed on May 7, 2007. The FCB Loan Agreement was amended on September 5, 2008 and September 21, 2011 to extend the maturity date and modify the applicable interest rate. In December 2009, FCB subscribed for €4.9 million equivalent in shares as a redemption of a portion of debt that decreased the balance of the FCB Loan to €45.1 million.

On June 10, 2011, Cegedim entered into a €280.0 million term loan and multi-currency revolving credit facilities agreement. The Term loan amounts to a notional of €200 million with semi-annual principal repayment of €20 million. The Revolving Credit Facility amounts to a notional of €80 million. The Term Loan and Revolving Credit Facility Agreement terminates on June 10, 2016.

On July 27, 2010, the Group issued a €300.0 million 7.0% senior bonds due July 27, 2015, in an offering that was not subject to the registration requirements of the U.S. Securities Act. The bond is listed on the Luxembourg stock exchange and its ISIN code is FR0010925172. In November 2011, on the open market, Cegedim proceed to a €20 million bond buy back and cancelled it. As a result, the aggregate principal amount of bonds outstanding was €280.0 million.

On March 20, 2013, Cegedim issued a €300 million senior Reg S/144A bond with a coupon of 6.75% maturing April 1, 2020. The bond is listed on the Luxembourg stock exchange and its ISIN code is XS0906984272 and XS0906984355. The issue price was 100% of the nominal value. Cegedim used the proceeds to:

  • Redeem 7% bonds maturing in 2015 as part of a redemption offer at a price of 108% on a principal amount of €111.5 million. There were €168.6 million in bonds still outstanding;
  • Repay a term loan of €140 million;
  • Repay amounts drawn on a revolving credit facility;
  • Pay fees and charges related to these transactions.

On April 7, 2014, Cegedim launched an additional bond offering of €100 million, upsized to €125 million on the issue date, of its 6.75% Senior Notes due 2020. Apart from the date and price of issuance (105.75% plus interest accrued since April 1, 2014), the new bonds are identical to the €300 million of 6.75% Senior Notes due in 2020 that the Group issued on March 20, 2013.

The proceeds from the offering were used, among other things, to finance the redemption of €106 million of outstanding bonds due 2015 (at a price of 108.102%), pay the premium and any related fees, and repay bank overdraft facilities.

The structure of debt at September 30, 2014 is as follows:

  • €62.6 million euros bond debt at 7.00% maturing July 27, 2015;
  • €425 million euros bond debt at 6.75% maturing April 1, 2020;
  • €80 million revolving credit expiring June 10, 2016;
  • FCB loan of €45.1 million maturing June 2016;
  • €46.5 million overdraft facility, €22.9 million of which has been used at September 30, 2014.

At September 30, 2014, hedging debt to variations in Euro rates is composed of a three swap no premium one month preset Euribor receiver, payer fixed rate defined as follows:

  • 4.565% rate on a notional value hedged €20,000 thousand, amortizable until maturity on December 29, 2017
  • 4.57% rate on a notional value hedged €20,000 thousand, amortizable until maturity on December 29, 2017;
  • 4.58% rate on a notional value hedged €20,000 thousand, amortizable until maturity on December 29, 2017.

The total notional hedged amount was 60 million euros as at September 30, 2014.

Interest charges on bank loans, bond, bank commission and bank charges totaled 27,976 thousands of euros at September 30, 2014.

The interest resulting from the shareholder loan for the first nine months of 2014 amounts to 1,776 thousand euros.

The change in fair value of these derivatives was recognized under equity for the effective part of those qualified as cash flow hedges ((993) thousand euros) and in the income statement for their ineffective part and for those not qualified as hedges under IFRS standards (1,362 thousand euros).

The fair value at the closing date of hedging instruments amounts to 8,534 thousand euros.

Note 10 – Cost of net debt

(in thousands of Euros) 09.30.2014 09.30.2013 09.30.2013
published
INCOME OR CASH EQUIVALENT 465 290 290
Interest paid on loans (38,363) (42,275) (42,275)
Interest accrued on loans 2,707 6,238 6,238
Interests paid on financial debt (35,656) (36,037) (36,037)
Other financial interest and expenses (1) (2,620) (2,897) (2,897)
COST OF GROSS FINANCIAL DEBT (38,276) (38,934) (38,934)
Net exchange differences (633) (2,374) (2,374)
Valuation of financial instruments (2) 1,362 (405) (6,557)
Other financial income and expenses non cash (2) (1,261) (5,842) 310
OTHER FINANCIAL INCOME AND EXPENSES (532) (8,621) (8,621)
COST OF NET FINANCIAL DEBT (38,343) (47,265) (47,265)
(in thousands of Euros) 09.30.2014 09.30.2013 09.30.2013
published
(1) including interests and financial charges Cegedim (FCB) 1,776 1,836 1,836
Interest debt Ixis - 4 4
Interest over participations 511 586 586
TOTAL 2,287 2,426 2,426

Note 11 – Other non-recurring income and expenses from operations

Other exceptional operating revenues/expenses can be broken down into the following items:

(in thousands of Euros) 09.30.2014 09.30.2013
Operating income from recurring operations 40,942 45,159
Impairment loss on goodwill on acquisition. - -
Restructuration (3,028) (3,215)
Capital gains or losses on disposals - -
Other (7,739) (1,916)
OPERATING INCOME 30,175 40,029

Note 12 – Deferred taxes

Tax breakdown
(in thousands of Euros) 09.30.2014 09.30.2013
France (418) (364)
Abroad (6,470) (8,418)
TOTAL TAX PAID (6,888) (8,782)
France 1,247 8,559
Abroad 18 1,192
TOTAL DEFERRED TAXES 1,265 9,751
TOTAL TAX EXPENSE RECOGNIZED IN THE INCOME STATEMENT (5,623) 969
Of which discontinued activities - -
TOTAL TAX EXPENSE RECOGNIZED IN THE INCOME STATEMENT (5,623) 969

Theoretical tax expense and recognized tax expense

The reconciliation between the theoretical tax expense for the Group and the tax expense actually recognized is presented in the following table:

(in thousands of Euros) 09.30.2014 09.30.2013
Profit (loss) for the period (12,444) (4,811)
Group share of EM companies (1346) (1,456)
Income taxes 5,623 (969)
Earnings before tax for consolidated companies (A) (8,167) (7,236)
of which French consolidated companies (23,061) 18,541
of which foreign consolidated companies 14,894 (25,776)
Normal tax rate in France (B) 38.00% 36.10%
THEORETICAL TAX EXPENSE (C) = (A) X (B) 3,103 2,612
Impact of constant differences (1573) (1,365)
Impact of differences in tax rates on profits 4235 3,960
Impact of differences in tax rates on capitalized losses (1341) -
Uncapitalized taxes on losses (12250) (3,696)
Impact of tax credit 2,203 (542)
Impact depreciation goodwill on acquisition - -
TAX EXPENSE RECOGNIZED IN THE INCOME STATEMENT (5,623) 969
Effective tax rate 0.00% 0.00%

Calculation for normal tax rate in France :

Base 33.33%
Contribution of 3.3% (IS > €763,000) 1.10%
34.43%
Temporary contribution 10.7% 3.57%
Normal tax rate in France 38.00%

In order to be prudent, the Group did not activate the deferred tax for the year on the loss-making companies.

Main countries which contribute to impacts on tax rate difference on the result:

(in thousands of Euros) 09.30.2014
UK 2,395
Luxembourg 507
Netherlands 268
Poland 295
Mexico 384
India (343)
France 64
Others 664
Total 4,235

Recognized deferred tax assets and liabilities

Analysis by category of the temporary difference for the net deferred tax position recognized in the balance sheet (before compensation by fiscal entities for deferred tax assets and liabilities):

12.31.2013 Reclassi
fication
Earnings Change in
consolidat
Other
changes
Change in
exchange
09.30.2014
(in thousands of Euros) ion scope in equity rate
Tax loss carry forwards and tax credits
(1) 14,584 - 1,094 - - 1,486 17,164
Pension plan commitments 7,960 - 78 - 1 - 8,039
Non-deductible provisions 3,978 - (307) - - 160 3,831
Updating to fair value of financial
instruments 3,338 - (540) - 377 - 3,176
Cancellation of internal capital gain 6,619 - 2 - - - 6,621
Restatement of R&D margin 3,564 - 477 - - - 4,041
Restatement of allowance for the
assignment of intangible assets 1,827 - - - - - 1,827
Other 11,086 - (621) - 35 885 11,384
TOTAL DEFERRED TAX ASSETS 52,956 - 184 - 413 2,531 56,084
Translation adjustments - - 1,641 - (3,969) (258) (2,586)
Cancellation of accelerated
depreciation (1,236) - 373 - - - (863)
Cegelease unrealized capital gain (1,454) - 75 - - - (1,379)
Cancellation of depreciation on
goodwill (3,094) - (284) - - - (3,378)
Cancellation of depreciation internal
capital gains (3,258) - (474) - - - (3,732)
Leasing (124) - 10 - - - (114)
R&D capitalization (5,320) - (161) - - - (5,481)
Restatement of the allowance for the
R&D margin (861) - (237) - - - (1,098)
Assets from business combinations (3,533) - - - - (339) (3,872)
Other (1,469) - 139 - - (13) (1,344)
TOTAL DEFERRED TAX
LIABILITIES (20,349) - 1,082 - (3,969) (610) (23,846)
NET DEFERRED TAX 32,608 - 1,265 - (3,556) 1,921 32,238

(1) The amount of tax corresponding to tax loss carry forwards and tax credits concerns only the US and amounts to 17,164 thousands of euros.

The change in deferred taxes recognized in the consolidated balance sheet after compensation by fiscal entities for the deferred tax assets and liabilities can be verified as follows:

(in thousands of Euros) Assets Liabilities Net
At December 31, 2013 42,121 (9,513) 32,608
Impact on earnings for the period 184 1,082 1,265
Impact on shareholders' equity 2,944 (4,579) (1,635)
Impact of net presentation by fiscal entity (2,944) 2,943 (1)
AT SEPTEMBER 30, 2014 42,304 (10,067) 32,237

Tax corresponding to deferred taxes not activated as at September 30, 2014 amounts to 33,815 thousands of euros for French companies and 21,865 thousands of euros for international companies.

Note 13 – Off-balance sheet commitments

Existing cautions at December 31, 2013, did not change significantly during the first nine months of 2014.

Note 14 – Share capital

At September 30, 2014, the capital is made up of 13,997,173 shares (including 12,510 treasury shares) with a face value of 0.9528 euro, or total capital of 13,336,506 euros.

Note 15 – Treasury shares

21,180 treasury shares were definitively allocated in June 2014, as part of the plan dated June 8, 2010, for an amount of 524 thousands of euros.

12,970 treasury shares were definitively allocated in September 2014, as part of the plan dated September 19, 2012, for an amount of 302 thousands of euros.

Free share awards

Following a resolution of the Extraordinary Shareholders' Meeting of June 10, 2014, the Board of Directors, in their meetings of September 18, 2014, was authorized to award a total number of free shares, which were not to exceed 10% of the total number of shares making up the capital, to the Directors and employees of the Cegedim Group.

Following a resolution of the Extraordinary Shareholders' Meeting of June 08, 2011, the Board of Directors, in their meetings of June 29, 2011, September 19, 2012 and June 04, 2013, were authorized to award a total number of free shares, which were not to exceed 10% of the total number of shares making up the capital, to the Directors and employees of the Cegedim Group.

Following a resolution of the Extraordinary Shareholders' Meeting of February 22, 2008, the Board of Directors, in their meetings of June 8, 2010, was authorized to award a total number of free shares, which were not to exceed 10% of the total number of shares making up the capital, to the Directors and employees of the Cegedim Group.

The main features are as follows:

  • The free shares awarded will grant the right to dividends. Their distribution will be determined as of the award date. The plan dated June 8, 2010 authorized a maximum allocation of 32,540 free shares. The plan dated June 29, 2011 authorized a maximum allocation of 41,640 free shares. The plan dated September 19, 2012 authorized a maximum allocation of 31,670 free shares. The plan dated June 04, 2013 authorized a maximum allocation of 48,870 free shares. The plan dated September 18, 2014 authorized a maximum allocation of 17,280 free shares;
  • The allocation of these shares to the beneficiaries will become final at the end of a lock-in period of two years for beneficiaries whose residence for tax purposes is in France as of the award date, and four years for beneficiaries whose residence for tax purposes is not in France as of the award date;
  • The shares will be permanently awarded to their beneficiaries on a single condition: no resignation, dismissal, or layoff;
  • Starting from the final award date, beneficiaries whose residence for tax purposes is in France as of the award date must keep their shares for a term of two years starting from the final award date.

In application of standard IFRS 2, the expense measuring "the benefit" offered to employees is spread out linearly over the period of acquisition of the rights by the beneficiaries. The amount recorded for the first nine months of 2014 is income of 556 thousand euros.

The main characteristics of the plan are the following:

Plan dated Plan dated Plan dated Plan dated Plan dated
06.08.10 06.29.11 09.19.12 06.04.13 09.18.14
Date of the General Meeting 02.22.08 06.08.11 06.08.11 06.08.11 06.10.14
Date of the Board of Directors meeting 06.08.10 06.29.11 09.19.12 06.04.13 09.18.14
Date of plan opening 06.08.10 06.29.11 09.19.12 06.04.13 09.18.14
Total number of shares than can be 41,640 31,670 48,870 17,280
allocated 32,540
Initial subscription price 55.00€ 39.12 € 15.70 € 24.46 € 27.11 €
Date of free disposal of free shares
France 06.08.12 06.28.13 09.18.14 06.03.15 09.17.16
Abroad 06.08.14 06.28.15 09.18.16 06.03.17 09.17.18

Plans situation as of September 30, 2014:

Plan dated
06.08.10
Plan dated
06.29.11
Plan dated
09.19.12
Plan dated
06.04.13
Plan dated
09.18.14
Total number of shares allocated - 24,470
shares
26,200
shares
42,380
shares
17,280
shares
Total number of shares left to be acquired
after recorded exercising of options and
cancelled options
- 24,470
shares
13,230
shares
35,365
shares
17,280
shares
Adjusted acquisition price of free share
allotments
France 51.45 € 36.04 € 15.24 € 23.74 € 26.31 €
Abroad 43.40 € 29.95 € 13.35 € 20.79 € 23.04 €

Note 16 – Dividends

No dividend has been paid for 2013, in accordance with the Ordinary General Meeting decision held on June 10, 2014.

Note 17 – Employees

09.30.2014 09.30.2013
France 3,377 3,324
Abroad 4,561 4,722
TOTAL EMPLOYEES 7,938 8,046

Note 18 – Payroll costs

(in thousands of Euros) 09.30.2014 09.30.2013
Wages (321,702) (322,569)
Profit-sharing (2,591) (1,945)
Free share awards 556 (382)
PAYROLL COSTS (323,738) (324,896)

Note 19 – Events occurring after the closing date

Execution of a definitive purchase agreement for the CRM and Strategic Data division

On October 20, 2014, Cegedim, announced that a definitive purchase agreement has been executed for its CRM and Strategic Data division with IMS Health Inc. for a cash price of €385 million(1). The signing comes after the Group successfully informed and consulted its works councils, receiving a positive opinion from all countries where the consultations were required; and after a unanimously positive vote from the Cegedim Board of Directors. On October 1st, 2014, the AMF confirmed that the contemplated transaction did not justify a compulsory buyout offer under Article 236-6 of its General Regulations. The activities concerned represent 47% of 2013 revenue (excluding intra-Group revenue), 42.8% of 2013 EBIT before special items, and 40.8% of 2013 EBITDA. The operation will now be submitted to antitrust authorities for review, and it is anticipated that the closing will occur at the beginning of Q2 2015. The proceeds will be used to repay debt, thus reinforcing the Cegedim balance sheet and P&L statement, resulting in a leverage ratio close to 1 and margin improvement based on 2013 pro forma figures. The transaction will, however, lead Cegedim to recognize an accounting loss of approximately €180 million, at the end of 2014 , with no impact on the Group's cash.

This transaction will allow Cegedim to refocus on software and databases for healthcare professionals and health insurance companies, and on its fast-growing multi-industry activities such as e-business, e-collaboration and outsourced payroll and HR management. It should be noted that the financial statements closed at September 30, 2014 continue to include all the data relating to the business activities targeted by the IMS Health Inc. proposal. IFRS 5, whose objective is to separately classify activities considered as held for sale, does not apply for the time being. As of September 30, 2014, the sale could only be considered "highly likely", because Cegedim's Board of Directors did not vote on the deal until mid-October. Furthermore, the activities cannot be considered to be "immediately available for sale in their present state" because their IT processing centers will have to be physically separated from those that handle the overall Group's operating activities, and the assets housed within legal entities that encompass multiple activities will have to be split off.

(2) On a cash free debt free basis, subject to certain adjustments based on the Group's net debt at the date of completion, changes in net working capital and 2014 CRM and strategic data division revenue.

Cegedim B+ rating placed on CreditWatch Positive by S&P

On October 24, 2014, once the definitive agreement on the sale of the CRM and Strategic Data division was signed, Standard & Poor's placed the Cegedim B+ rating for its bonds on CreditWatch positive.

Apart from the items cited above, to the best of the company's knowledge, there were no events or changes during the period that would materially alter the Group's financial situation

Note 20 – Seasonality

Group activities are marked by some seasonality effects, because, among others, of its software editor activity and its database provider activity. The operating results of the second and fourth quarters of the year are typically better than the operating results of the two other quarters and, overall, the operating results for the second half of the year are better than those for the first half. This is largely due to the seasonal nature of the business decisions of Cegedim's clients. In particular, with respect to the CRM and Strategic Data division, the clients make greater use of Cegedim's services at the end of the calendar year as they consider the results of their marketing and sales efforts over the course of that year and formulate strategies and budgets for the next year. Medical representatives also tend to make greater use of our services at the end of the year as they aim to reach their annual targets. Similarly, the Healthcare Professionals and Insurance and Services divisions also show some seasonality as some of their clients investing in our offerings at the end of the year in order to make full use of their annual budget.

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Glossary 76
Financial calendar 78
Contacts 78

Glossary

.

Revenue at constant exchange rate: when changes in revenue at constant exchange rate are referred to, it means that the impact of exchange rate fluctuations has been excluded. The term, "at constant exchange rate" covers the fluctuation resulting from applying the exchange rates for the preceding period to the current fiscal year, all other factors remaining equal.

Revenue on a like-for-like basis: the effect of changes in scope is corrected by restating the sales for the previous period as follows:

  • by removing the portion of sales originating in the entity or the rights acquired for a period identical to the period during which they were held to the current period;
  • similarly, when an entity is transferred, the sales for the portion in question in the previous period are eliminated.

Life-for-like data: at constant scope and exchange rates.

Internal growth: internal growth covers growth resulting from the development of an existing contract, particularly due to an increase in rates and/or the volumes distributed or processed, new contracts, acquisitions of assets allocated to a contract or a specific project.

External growth: external growth covers acquisitions during the current fiscal year, as well as those which have had a partial impact on the previous fiscal year, net of sales of entities and/or assets.

EBIT: Earnings Before Interest and Taxes. EBIT corresponds to the net revenue minus operating expenses (such as salaries, social charges, materials, energy, research, services, external services, advertising, etc.). It is the operating income for the Cegedim Group.

EBIT before special items: this is EBIT restated to take account of noncurrent items, such as losses on tangible and intangible assets, restructuring, etc. It corresponds to the operating income from recurring operations for the Cegedim Group.

Cegedim Glossary

EBITDA: Earnings before interest, taxes, depreciation and amortization. EBITDA is the term used when amortization or depreciation and revaluations are not taken into account. "D" stands for depreciation of tangible assets (such as buildings, machines or vehicles), while "A" stands for amortization of intangible assets (such as patents, licenses and goodwill). The EBITDA is restated to take account of non-current items, such as losses on tangible and intangible assets, restructuring, etc. It corresponds to the gross operating earnings from recurring operations for the Cegedim Group.

EPS: Earnings Per Share is a specific financial indicator defined by the Group as the net profit (loss) for the period divided by the weighted average of the number of shares in circulation.

Net Financial Debt: this represents the Company's net debt (non-current and current financial debt, bank loans, debt restated at amortized cost and interest on loans) net of cash and cash equivalents and excluding revaluation of debt derivatives.

Free cash flow: free cash flow is cash generated, net of the cash part of the following items: (i) changes in working capital requirements, (ii) transactions on equity (changes in capital, dividends paid and received), (iii) capital expenditure net of transfers, (iv) net financial interest paid and (v) taxes paid.

Operating expenses: Operating expenses are defined as purchases used, external costs and payroll costs.

Operating margin: Defined as the ratio of EBIT on evenue.

Operating margin before special items: defined as the ratio of EBIT before special items on revenue.

Net cash: defined as cash and cash equivalent minus overdraft.

Reconciliation: division encompasses the activities the Group performs as the parent company of a listed entity, as well as the support it provides to the three operating divisions. The support activities are invoiced to the client subsidiaries at market prices and notably include bookkeeping, human resources and cash management, legal assistance and marketing. The parent company activities are not billable and notably include managing Group strategy, producing consolidated information and financial communications. The Reconciliation division's activities are performed chiefly by the parent company, Cegedim SA, which also carries out certain operational activities, the most important of which is CRM. Previously, Reconciliation division activities had been housed within the division to which Cegedim SA's principal operational activity belongs: CRM and strategic data. The new distinction will help to clarify the impact that this unit has on the Group's accounts.

Special items: are related to capital gains or losses on disposals, restructuring costs, impairment of goodwill and other non recurring income and expenses.

Financial Calendar Contacts

Financial Calendar

Q1 2014 Results May 27, 2014

Q2 2014 Revenue July 29, 2014

Q2 2014 Results September 18, 2014

Q3 2014 Revenue October 28, 2014

Q3 2014 Results November 27, 2014

All publications are released after the stock market closes and are followed by a teleconference in English at 6.15 pm (Paris time)

Contacts

.

Investors

Jan Eryk Umiastowski Chief Investment Officer Head of Investor Relations Tel: +33 (0) 1 49 09 33 36 [email protected]

Press Agency

Guillaume de Chamisso PRPA Agency Tel: +33 (0) 1 77 35 60 99 [email protected]

Communications & Press

Aude Balleydier Media Relations Tel: +33 (0) 1 49 09 68 81 [email protected]

Address

137 rue d'Aguesseau 92100 Boulogne - Billancourt Tel:+33 (0)1 49 39 22 00

Internet www.cegedim.com/finance Mobile Application For smartphone and tablettes

On iOS and Android

Statement by the company officer responsible for the first quarter Financial Report 80

Statement by the company officer responsible for the 2014 First Nine Months financial report

. I hereby certify that, to the best of my knowledge, the condensed interim consolidated statements have been prepared in accordance with applicable accounting standards and provide a true and fair view of the assets, financial position and profit or loss of the parent company and of all consolidated companies and that the Interim Management Report gives a true and fair picture of the significant events during the first nine month of the fiscal year and their impact on the financial statements, of the main related party transactions as well as a description of the main risks and uncertainties for the remaining three months of the fiscal year.

Done in Boulogne-Billancourt, November 27, 2014

Jean-Claude Labrune Chairman & CEO Cegedim S.A.

Cegedim - Interim Financial Report as of September 30, 2014 81

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Published on May 27, 2014

Published on September 18, 2014

Published on November 27, 2014

Designed & Published: Cegedim's Financial Communications Department

Corporate Head Office: 127-137 rue d'Aguesseau 92100 Boulogne-Billancourt – France Phone: +33 1 49 09 22 00 - Fax: +33 1 46 03 45 95 E-mail: [email protected] www.cegedim.com/finance Registered with the Nanterre trade and commercial registry under number: B 350 422 622 - Code NAF: 6311 Z Public company with share capital of €13,336,506.43

Legal documents relating to Cegedim may be consulted at the company's head office

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