Annual Report • Nov 27, 2014
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
| 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 |
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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.
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.
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.
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.
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.
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
Grant Thornton Represented by Solange Aïache
Mazars Represented by Jérôme de Pastors
Valérie Raoul-Desprez Chairman
Aude Labrune-Marysse
Pierre Marucchi
Jean-Pierre Cassan Independent Board Director
Jean-Claude Labrune Chairman
Valérie Raoul-Desprez
Jean-Pierre Cassan Independent Board Director
Jean-Pierre Cassan Chairman, Independent Board Director
Aude Labrune-Marysse Jean-Louis Mery
Jean-Claude Labrune Chairman Laurent Labrune Anne-Sophie Hérelle
Jean-Claude Labrune Chairman & Chief Executive Officer
Pierre Marucchi Managing Director
Karl Guenault Chief Operational Excellence Officer
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
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
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 |
| 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
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 |
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 |
| 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 |
| 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 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 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%.
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%.
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.
| 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) |
| 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.
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.
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
7,938
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%.
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.
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.
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.
| 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) |
| 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) |
| 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) |
| 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) |
| 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 EBIT before special items €7.9m
Revenue decreased by €0.4m EBITDA decreased by €0.4m EBITDA margin decreased by 38bps
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
Revenue decreased by €4.4m EBITDA increased by €2.6m
EBITDA margin improved by 101bps
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 EBIT before special items €7.9m
Revenue increased by €2.4m EBITDA decreased by €0.9m EBITDA margin decreased by 203bps.
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
Revenue decreased by €3.3m
EBITDA decreased by €4.9m
EBITDA margin decreased by 202bps
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 EBIT before special items €5.3m
Revenue increased by €0.8m EBITDA increased by €0.5m EBITDA margin improved by 78bps
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
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 EBIT before special items €(1.4)m
Revenue increased by €0.1m EBITDA evolved positively by
€1.4m
EBITDA margin increased by 1,896bps.
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
Revenue increased by €0.4m EBITDA evolved positively by €3.0m EBITDA margin increased by 1,450bps
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
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
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.
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
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.
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.
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).
| 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 |
| 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 |
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.
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.
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:
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
Execution of a definitive purchase agreement for the CRM and Strategic Data division
Cegedim B+ rating placed on CreditWatch Positive by S&P
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.
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
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
| (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% |
| (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% |
| (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% |
| (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)% |
| 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.
| (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.
| 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 |
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:
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.
New norms, norms amendments and interpretations not adopted by the European Union are the following:
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:
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.
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.
| 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 |
| (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 |
| (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 |
(1) Contribution of Cegedim SA in liabilities remains allocated per default in the CRM and strategic data sector, with no breakdown per sector.
| (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 |
| (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 |
(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 |
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).
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.
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.
| 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
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 |
| 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.
| 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 |
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.
| (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.
| (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 |
| (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.
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:
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:
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:
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.
| (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 |
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 |
| 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 |
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 |
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.
Existing cautions at December 31, 2013, did not change significantly during the first nine months of 2014.
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.
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.
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:
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 € |
No dividend has been paid for 2013, in accordance with the Ordinary General Meeting decision held on June 10, 2014.
| 09.30.2014 | 09.30.2013 | |
|---|---|---|
| France | 3,377 | 3,324 |
| Abroad | 4,561 | 4,722 |
| TOTAL EMPLOYEES | 7,938 | 8,046 |
| (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) |
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.
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
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 |
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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:
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.
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.
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)
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Jan Eryk Umiastowski Chief Investment Officer Head of Investor Relations Tel: +33 (0) 1 49 09 33 36 [email protected]
Guillaume de Chamisso PRPA Agency Tel: +33 (0) 1 77 35 60 99 [email protected]
Aude Balleydier Media Relations Tel: +33 (0) 1 49 09 68 81 [email protected]
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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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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