Fagron N.V. - Annual Report 2012 | FinancialReports.eu

Publication

Arseus NV

Waregem

Konzernabschluss zum Geschäftsjahr vom 01.01.2012 bis zum 31.12.2012

Financial Annual Report 2012

Statement

We declare that, to the best of our knowledge, the consolidated financial statement for the year ended 31 December 2012, prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union, and the legal and regulatory requirements applicable in Belgium, reflect a true and fair view of the equity, the financial situation and the results of the Company and the companies that are included in the consolidation scope, and that the annual report provides a true and fair view of the development and the results of the Company and of the position of the Company and the companies included in the consolidation scope, and provides a description of the main risks and uncertainties they are faced with.

In the name and on behalf of the Board of Directors

29 March 2013

Ger van Jeveren, CEO

Jan Peeters, CFO

Table of contents

FINANCIAL ANNUAL REPORT 2012

Consolidated financial statement

Consolidated income statement

Consolidated statement of realised and unrealised gains and losses

Consolidated balance sheet

Consolidated statement of changes in equity

Consolidated cash flow statement

Notes to the consolidated financial statement


1.	General information
2.	Financial reporting principles
3.	Risk Management
4.	Critical accounting estimates and judgments
5.	Segment information
6.	Turnover
7.	Other operating income
8.	Employee benefit expenses
9.	Depreciation and amortisation
10.	Other operating expenses
11.	Financial result
12.	Income tax expenses
13.	Earnings per share
14.	Intangible fixed assets
15.	Property, plant and equipment
16.	Financial assets and other non-current assets
17.	Taxes, remuneration and social security
18.	Inventories
19.	Trade receivables, other receivables, and cash and cash equivalents
20.	Equity
21.	Provisions
22.	Pension obligations
23.	Financial debts and financial instruments
24.	Other current payables
25.	Contingencies
26.	Related parties
27.	Business combinations
28.	Information on the Statutory Auditor, his remuneration and related services
29.	Significant events after balance-sheet date
30.	Additional notes
31.	List of the consolidated companies

Notes 1 to 31 are an integral part of the consolidated financial statement

Statutory Auditor's Report

Statutory financial statement

Condensed stand-alone income statement Arseus NV

Condensed stand-alone balance sheet Arseus NV

Appropriation of profits Arseus NV

Alphabetical terminology list

Consolidated financial statement

Consolidated income Statement

(x 1,000 euros)	Note	2012	2011
Operating income		547,603	493,582
Turnover	6	547,020	492,330
Other operating income	7	582	1,252
Operating expenses		(489,539)	(447,325)
Trade goods		(275,457)	(250,269)
Services and other goods		(83,292)	(75,865)
Employee benefit expenses	8	(111,950)	(101,163)
Depreciation and amortisation	9	(17,241)	(14,531)
Other operating expenses	10	(1,600)	(5,498)
Operating profit		58,064	46,257
Financial income	11	1,144	1,269
Financial expenses	11	(16,072)	(10,448)
Profit before income tax		43,136	37,078
Taxes	12	685	(8,938)
Profit after income tax		43,821	28,140
Attributable to:
Equity holders of the company (net profit)		43,906	28,147
Non-controlling interest		(85)	(7)
Profit for the period		43,821	28,140
Profit for the period per share (in euros)	13	1.44	0.94
Diluted profit per share (in euros)	13	1.41	0.92
Recurring net profit per share (in euros)	13	1.62	1.05
Diluted recurring net profit per share (in euros)	13	1.59	1.03

Consolidated statement of realised and unrealised gains and losses

(x 1,000 euros)	2012	2011
Profit after income tax for the financial year	43,821	28,140
Unrealised gains and losses
Exchange rate differences	(9,030)	(4,738)
Total realised and unrealised gains and losses of the period	34,791	23,402
Attributable to the equity holders of the company	34,820	23,478
Minority interests	(29)	(76)

Consolidated Balance sheet

(x 1,000 euros)	Note	2012	2011
Non-current assets		511,287	446,376
Intangible assets	14	417,866	367,069
Property, plant and equipment	15	59,255	57,150
Financial assets	16	843	819
Deferred tax assets	17	32,296	20,368
Other non-current assets	16	1,027	969
Current assets		237,607	233,856
Inventories	18	85,963	76,643
Trade receivables	19	62,993	75,956
Other receivables	19	16,299	11,407
Cash and cash equivalents	19	72,352	69,850
Total assets		748,894	680,232
Equity	20	245,384	220,452
Shareholders equity (parent)		247,182	225,676
Treasury shares		(5,552)	(9,004)
Non-controlling interest		3,754	3,780
Non-current liabilities		315,139	12,735
Provisions	21	3,519	1,051
Pension obligations	22	4,801	3,884
Deferred tax liabilities	17	2,466	1,932
Borrowings	23	300,604	4,350
Financial instruments	23	3,749	1,517
Current liabilities		188,371	447,045
Borrowings	23	4,865	254,057
Financial instruments	23		1,935
Trade payables		97,641	94,194
Taxes, remuneration and social security	17	34,389	37,338
Other current payables	24	51,477	59,521
Total equity and liabilities		748,894	680,232

Consolidated statement of changes in equity

(x 1,000 euros)	Note	Share capital & share premium	Other reserves	Treasury shares	Retained earnings	Total	Non- controlling interest	Total equity
Balance at 31 December 2010		317,302	(192,887)	(10,816)	92,238	205,838	2,284	208,122
Currency translation adjustments			(4,669)			(4,669)	(69)	(4,738)
Profit for the period					28,147	28,147	(7)	28,140
Total recognised income for the period		317,302	(197,555)	(10,816)	120,385	229,317	2,207	231,524
Capital increase		224				224		224
Purchase of treasury shares				1,812		1,812		1,812
Dividends relating to 2010 result					(13,154)	(13,154)		(13,154)
Share-based payments			45			45		45
Purchase non-controlling interests			(1,575)			(1,575)	1,575
Balance at 31 December 2011		317,527	(199,085)	(9,004)	107,232	216,670	3,783	220,452
Currency translation adjustments			(9,086)			(9,086)	56	(9,030)
Profit for the period					43,906	43,906	(85)	43,821
Total recognised income for the period		317,527	(208,171)	(9,004)	151,138	251,490	3,753	255,243
Capital increase	20	608				608		608
Purchase of treasury shares	20			3,451		3,451		3,451
Result on treasury shares	20		1,290			1,290		1,290
Dividends relating to 2011 result	20				(15,228)	(15,228)		(15,228)
Share-based payments	20		20			20		20
Balance at 31 December 2012		318,134	(206,861)	(5,552)	135,910	241,63 o	3,753	245,384

Consolidated cash flow statement

(x 1,000 euros)	2012	2011
Operating activities
Profit before income tax	43,136	37,078
Taxes paid	(10,728)	(8,281)
Adjustments for financial items	14,928	9,179
Total adjustments for non-cash items	16,897	14,985
Total changes in working capital	3,511	19,185
Total cash flow from operating activities	67,744	72,147
Investment activities
Capital expenditure	(19,480)	(17,330)
Investments in existing shareholdings (subsequent payments) and in new holdings	(65,388)	(45,023)
Total cash flow from investing activities	(84,868)	(62,353)
Financing activities
Capital increase	608	224
Purchase of treasury shares	471
Dividends paid	(15,300)	(13,176)
New borrowings	302,127	62,241
Reimbursement of borrowings	(254,551)	(28,407)
Interest received (paid)	(9,527)	(10,416)
Total cash flow from financing activities	23,827	10,467
Total net cash flow for the period	6,702	20,260
Cash and cash equivalents - start of the period	69,850	51,186
Gains or losses on exchange on liquid assets	(4,200)	(1,596)
Cash and cash equivalents - end of the period	72,352	69,850
Change in cash and cash equivalents	6,702	20,260

The item 'adjustment for financial items' relates to interest paid and received and to other financial expenses and income not being cash flows such as revaluation of the financial instruments.

The 'total adjustments for non-cash items' particularly relates to depreciation, amortisation and changes in provisions.

The item 'total changes in the working capital' concerns changes in the inventories, trade debtors and creditors, other receivables and debts, and all other balance sheet elements that form part of the working capital.

Aforementioned changes are adjusted as appropriate for non-cash flows as presented above and conversion differences and changes in the consolidation scope.

Notes to the consolidated financial statement

1. General information

Arseus NV (the 'Company') and its subsidiaries (together, the 'Group') constitute a multinational group of companies that supplies products, services and concepts to professionals and institutions in the healthcare sector in Europe, North and South America, Australia, Asia, the Middle East, and Africa. Arseus is subdivided into four divisions and operates in the markets for pharmaceutical compounding for pharmacies, dental products, medical and surgical products, and medical IT solutions. The Company is a public limited liability company, incorporated and domiciled in Belgium, with its registered office at Textielstraat 24, 8790 Waregem. The company registration number is BE 0890 535 026. The operational activities of the Arseus group are driven by the Dutch company Arseus BV. The head office of Arseus BV is located in Rotterdam.

The shares of Arseus are listed on the regulated markets of NYSE Euronext Brussels and NYSE Euronext Amsterdam.

The Board of Directors approved the publication of this consolidated financial statement on 29 March 2013.

2. Financial reporting principles

The principal accounting policies applied in preparing this consolidated financial statement are detailed below. These policies have been consistently applied by all consolidated entities, including subsidiaries, to all years presented, unless stated otherwise.

IFRS developments

The consolidated financial statement of Arseus has been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU). The consolidated financial statement has been prepared on the Basis of the historical cost convention, with the exception of financial assets and liabilities (including derivative instruments), which are stated at fair value.

The following new standards, amendments to standards and interpretations are mandatory for the first time for the financial year beginning 1 January 2012, but do not apply to the group's activities:


•	Amendments to IFRS 7 'Financial instruments: disclosures' requiring enhanced disclosures of transferred financial assets. These amendments are applicable on financial years starting on or after 1 July 2011.
•	Amendments to the IFRS 1 standard 'First-time adoption of International Financial Reporting Standards' concerning severe hyperinflation and withdrawing of the fixed application date for first adopters. These amendments are applicable on financial years starting on or after 1 July 2011.
•	Amendments to IAS 12 `Deferred taxes', effective on or after 1 January 2012. The amendments provide a practical method for valuation of deferred tax assets and liabilities for property investments recognised in accordance with the fair-value model.

The following new standards, amendments to standards and interpretations have been issued and have been endorsed by the European Union, but are not mandatory for the first time for the financial year beginning 1 January 2012:


•	Amendments to IAS 1 'Presentation of the financial statement', effective on or after 1 July 2012. The amendments pertain to the notes to items presented in the unrealised gains and losses in the statement of realised and unrealised gains and losses.
•	IAS 19 Revised 'Employee benefits', effective for annual periods beginning on or after 1 January 2013. The revised standard results in significant amendments to the method of recognising and valuation of the pension cost of defined-benefit pension rights and severance pay, and to disclosure of all employee benefits.
•	IAS 28 Revised 'Investments in associates and joint ventures', effective for annual periods beginning an or after 1 January 2013. Due to the publication of IFRS 11, the revised standard requires joint ventures and associates to be processed in accordance with the Changes in Equity method.
•	Amendments to IAS 32 `Offsetting financial assets and financial liabilities', effective for annual periods beginning on or after 1 January 2014. The amendments clarify some of the requirements for offsetting financial assets and financial liabilities on the statement of financial position.
•	Amendments to IFRS 7 `Disclosures - Offsetting financial assets and financial liabilities', effective for annual periods beginning on or after January 2013. The amendment reflects the joint requirements with the FASB to enhance current offsetting disclosures. The new disclosures are intended to facilitate comparison between those entities that prepare IFRS financial statements to those that prepare financial statements in accordance with US GAAP.
•	IFRS 10 'The Consolidated financial statement', effective for annual periods beginning on or after 1 January 2013. The new standard builds on the existing principles by identifying the concept of control as the key factor in the decision to recognise an entity in the consolidated financial statement.
•	IFRS 11 'Joint arrangements', effective for annual periods beginning on or after 1 January 2013. The new standard focuses more on rights and obligations than on legal form. Proportional consolidation is no Tonger allowed.
•	IFRS 12 `Disclosure of interests in other entities', effective for annual periods beginning on or after 1 January 2013. This a new standard on disclosure requirements for all forms of interests in other entities.
•	IFRS 13 'Fair value measurement', effective for annual periods beginning on or after 1 January 2013. The new standard explains how the fair value is to be measured for the purpose of financial reporting.

For the impact of the amendments to IAS 19 Revised we refer to Note 22. The other amendments are deemed not to have a significant impact.

The following new standards, amendments to standards and interpretations have been issued, but are not mandatory for the first time for the financial year beginning 1 January 2012 and have not been endorsed by the European Union:


•	IFRS 9 'Financial instruments', effective for periods beginning on or after 1 January 2015. The standard addresses the classification, measurement and derecognition of financial assets and financial liabilities.
•	The IASB publishes `Annual improvements' with minor amendments to five standards for 2013 year ends including IFRS 1, 'First time adoption of IFRS', IAS 1, 'Presentation of the financial statement', IAS 16, `Property, plant and equipment', IAS 32, `Financial instruments: Presentation', and IAS 34, `Interim financial reporting'.

No new standards, amendments to standards and interpretations were early-adopted.

Consolidation criteria

Subsidiaries are entities where Arseus can control some financial and operational policies and in which it generally has a shareholding in excess of 50% of voting rights. Subsidiaries are fully consolidated as from the date that control is transferred to Arseus. They are deconsolidated as from the date that control by Arseus ceases. An acquisition is recognised using the purchase method. The cost price of an acquisition is defined as the fair value of the assets given, the shares issued and the liabilities assumed on the date of the exchange. Identifiable assets acquired and liabilities and contingencies assumed in a business combination are initially set at their fair value on the acquisition date. For each business combination, the acquiring party values any minority interest in the party acquired at fair value or at the proportional share in the identifiable net assets of the party acquired. The acquiring costs incurred are recognised as expenses. The remainder of the total of the transferred fees and the amount recognised as any minority interests is taken from the net balance of the acquired identifiable assets, and the acquired liabilities form goodwill to be recognised as an asset. Regarding the acquisition of Dutch company Unit Dose Pack in 2011, the full goodwill method was applied. Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated while being regarded as impairment indicator of exceptional loss of value. Where required, financial reporting principles of subsidiaries have been amended to ensure consistency with the financial reporting principles adopted by Arseus.

Foreign currency translation

Items included in the financial statements of all entities of Arseus are measured using the currency of the primary economic environment in which the entity operates (`the functional currency'). The consolidated financial statement is presented in euros, the functional and presentation currency of Arseus. To consolidate Arseus and each of its subsidiaries, the respective financial statement is converted as follows:

• assets and liabilities at the year-end rate;

• income statements at the average rate for the year;

• components of the equity at historical exchange rate. Exchange rate differences arising from the conversion of the net investment in foreign subsidiaries at yearend exchange rate are recognised as shareholders' equity elements under `Cumulative conversion differences'.

Transactions in foreign currencies

Transactions in foreign currencies are translated to the functional currency using the exchange rates on the transaction date. Profits and losses from exchange rate differences resulting from settling these transactions and from the conversion of monetary assets and liabilities into foreign currencies at exchange rates valid at year end are recognised in the income statement.

Property, plant and equipment

Property, plant and equipment are valued at the acquisition value or the production costs plus allocated costs where appropriate. Depreciation is calculated pro rata temporis on the basis of the useful life of the asset, in accordance with the following depreciation parameters:


Buildings	25 to 60 years
Building fixtures and fittings	5 to 25 years
Computer equipment, software	2.5 to 5 years
Office equipment	2.5 to 5 years
Furniture and vehicles	2.5 to 5 years
Other tangible fixed assets	2 to 4 years

Virtually all assets are depreciated on a straight-line basis. Any residual value taken into account when calculating the depreciations is reviewed annually. Assets acquired under finance Leasing arrangements are depreciated over their economic life, which may exceed the lease term if it is reasonably certain that ownership will be obtained at the end of the lease term.

Intangible assets

Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the share of Arseus in the net identifiable assets of the acquired subsidiary an the acquisition date. Goodwill an acquisitions of subsidiaries is recognised under intangible assets. Goodwill is tested at least annually for impairment and consistently when a trigger event occurs. Goodwill is recognised at cost price less accumulated impairment losses. Impairment losses an goodwill are never reversed. Gains and losses an the disposal of an entity include the book value in goodwill relating to the entity sold.

Brands, licences, Patents and other

Intangible assets are capitalised at cost, provided this cost is not higher than the economic value and the cost price is not higher than the recoverable value. No intangible assets with an unlimited useful life were identified. The costs of brands with a definite useful life are capitalised and generally amortised an a straight-line Basis over a period of 20 years.

Research and development

Research costs related to the prospect of gaining new scientific or technological knowledge and understanding are recognised as costs as at the moment they are incurred.

Development costs are defined as costs incurred for the design of new or substantially improved products and for the processes preceding commercial production or use. They are capitalised if, among other things, the following criteria are met:


•	there is a market for selling the product;
•	the economic benefits for Arseus will increase when selling the asset developed;
•	the expenditure attributable to intangible assets can be measured reliably.

Development costs are amortised using the straightline method over the period of their expected benefit, currently not exceeding five years. Amortisation starts as of the moment that these assets are ready for use.

In-house development

Unique products developed in-house, including software controlled by Arseus, that are expected to generate future economic benefits are capitalised at the cost directly related to their production. The products are depreciated over their useful life, which is currently estimated at 2.5 to 7 years.

Software

Acquired software is capitalised at cost price and then valued at cost price less accumulated depreciations and exceptional losses of value. The software is depreciated over its useful life, which is currently estimated at 2.5 to 7 years.

Impairment of non-financial assets

Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and in-use value. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).

Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised costs; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method.

Borrowings are classified as current liabilities, unless Arseus has an unconditional right to defer settlement of the liability for at least twelve months after the balance sheet date.

Financial assets

Arseus classifies its financial assets into the following categories: loans and receivables, and financial assets available for sale. Management determines its investment classifications at initial recognition, evaluating them at each reporting date. The Group does not have any financial assets in the category held until maturity nor any financial assets designated as fair value for which any changes in value have to be included in the income statement.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments, which are not quoted in an active market and that are not intended for trading. They are included in current assets, except for those maturing more than twelve months after the balance sheet date. Loans and receivables are carried at amortised cost using the effective interest method.

Financial assets available for sale

Financial assets available for sale are assets regarding which the management does not have any intention of disposal within twelve months of the balance sheet date or does not have the intention or possibility to hold these until maturity. Financial assets available for sale are initially valued at fair value except where such fair value cannot be reliably determined, in which case they are valued at cost. Unrealised gains and losses arising from changes in the fair value are recognised in unrealised results. If the relevant assets are sold or impaired, the accrued fair value adjustments are recognised in the income statement.

Any events or changes in circumstances indicating a decrease in the recoverable amount are monitored closely. Impairment losses are recognised in the income statement as and when required.

Lease contracts - Operating leases

Lease contracts in which a significant portion of the risks and benefits of ownership are retained by the lessor are classified as operating leases. Payments under operating leases are made on a straight-line Basis over the Life of the operating lease.

Lease contracts - Finance leases

Lease contracts regarding property, plant and equipment whereby Arseus retains virtually all risks and benefits of ownership are classified as finance leases.

Finance leases are capitalised at the inception of the lease contract at the lower of the fair value of the leased property and the present value of the minimum lease payments. Each lease payment is allocated between liability and financing charges, so as to achieve a constant amount on the outstanding financing balance.

The corresponding rental obligations, net of financing charges, are recognised at non-current (payable after one year) and current (payable within the year)

borrowings. The interest component of the financing charges is recognised in the income statement over the lease period, so as to achieve a constant periodic rate of interest an the remaining balance of the liability for each period.

The property, plant and equipment assets acquired under finance leases are depreciated over the useful life of the asset, which may exceed the lease term if it is reasonably certain that ownership will be obtained at the end of the lease term.

Inventories

Raw materials, auxiliary materials, and trade goods are valued at the acquisition value using the FIFO method or using the net realisable value (NRV) at the balance sheet date, whichever is lower. Work in progress and finished products are valued at production cost. In addition to purchasing costs of raw materials and auxiliary materials, production costs include production costs and production overhead costs directly attributable to the individual product or the individual product group.

Trade receivables

Trade receivables are initially valued at fair value. A provision for impairment loss relating to trade receivables is created when there is objective evidence that Arseus will not be able to collect all amounts due. Significant financial difficulties of the debtor, the probability of the debtor becoming insolvent or undergoing financial restructuring, and non or overdue payments are regarded as indicators for recognising an impairment loss for the trade receivable in question.

If trade receivables are transferred to a third party (through factoring), the trade receivables are taken off the balance sheet provided that (1) there is no Tonger a right to receive cash flows and (2) Arseus has substantially transferred all rights and risks.

Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less, and are valued at acquisition at fair value and subsequently recognised at cost.

Adjustments to the carrying amounts are made when at balance sheet date realisation value is lower than the book value.

Share capital

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are recognised in the equity as a deduction, net of taxes, from the proceeds.

If a company of Arseus purchases share capital of Arseus (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes), is deducted from equity attributable to the shareholders of Arseus until the shares are cancelled, reissued or disposed of. If such shares are subsequently sold or reissued, any consideration received, net of any directly attributable incremental transaction costs and related income tax effects, is included in equity attributable to the equity holders of Arseus.

Provisions

Provisions for restructuring costs, legal claims, risk of losses or costs potentially arising from personal securities or collateral constituted as guarantees for creditors or commitments to third parties, from obligations to buy or sell non-current assets, from the fulfilment of completed or received orders, technical guarantees associated with turnover or services already completed by Arseus, unresolved disputes, fines and penalties related to taxes, or compensation for dismissal are recognised when: Arseus has a present legal or constructive obligation as a result of past events; it is more likely than not that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions for restructuring costs comprise lease termination penalties and employee termination payments. Provisions are not recognised for future operating losses.

Provisions are recognised based on management's best estimate of the expenditure required to settle the present obligation at balance sheet date. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability.

Derivative financial instruments

Arseus utilises derivative financial instruments to Limit risks relating to unfavourable fluctuations in interest rates. No derivatives are employed for trade purposes.

Derivative financial instruments are initially valued at cost. After initial valuation, these instruments are stated in the balance sheet at fair value.

As the derivatives contracts of Arseus do not fulfil the criteria set in IAS 39 to be regarded as hedging instruments, changes in fair value of derivatives are recognised in the income statement.

Employee benefit expenses

Pension obligations

The companies of Arseus operate various pension schemes. The pension schemes are funded through payments to insurance companies, determined by periodic actuarial calculations. Arseus has both defined benefit and defined contribution plans. The liability recognised in the balance sheet in respect of defined benefit plans is the present value of the future defined benefit obligations less the fair value of plan assets, together with adjustments for unrecognised actuarial gains or losses and past service pension costs. The defined benefit obligation is calculated periodically by independent actuaries using the projected-unit-credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high- quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating the terms of the related pension liability.

Actuarial gains and losses arising from empirical adjustments and changes in actuarial assumptions in excess of the greater of 10% of the value of plan assets or 10% of the defined benefit obligation are spread in the income statement over the employees' expected average remaining employment periods. For defined contribution plans, Arseus pays contributions to insurance companies. Once the contributions have been paid, Arseus ceases to have any liabilities. Contributions to defined contribution plans are recognised as costs in the income statement at the moment they are made.

Share-based payments

Arseus operates an equity-settled, warrant-based compensation plan.

The total amount to be recognised as costs over the vesting period is determined by reference to the fair value of the warrants or options granted, excluding the impact of any non-market vesting conditions (for example, profitability and turnover growth targets).

Non-market vesting conditions are included in the assumptions about the number of warrants or options expected to become exercisable. At each balance sheet date, Arseus revises its estimates of the number of warrants or options expected to become exercisable. Arseus recognises any impact of the revision of original estimates in the income statement, and a corresponding adjustment to equity over the remaining vesting period. The proceeds received, net of any directly attributable transaction costs, are credited to share capital (nominal value) and share premium when the warrants are exercised. The modalities of the existing plans were not changed this year.

Income taxes

Income taxes as recognised in the income statement include current income tax and deferred taxes. Current income taxes include the expected tax liabilities on the taxable income of Arseus for the financial year, based on the applicable tax rates at balance sheet date, and any adjustments of previous years. Deferred taxes are recognised using the balance sheet liability method and are calculated on the basis of the temporary differences between the carrying amount and the tax Base. This method is applied to all temporary differences arising from investments in subsidiaries and associates, except for differences whereby the timing of reversing the temporary difference is controlled by Arseus and whereby the temporary difference is not likely to be reversed in the near future. The calculation is based on the tax rates as enacted or substantially enacted at balance sheet date and expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled. Under this calculation method, Arseus is also required to account for deferred taxes relating to any difference between the fair value of the net acquired assets and their fiscal book value resulting from any acquisitions. Deferred tax assets are recognised in so far as the tax losses carried forward are likely to be utilised in the foreseeable future. Deferred income tax receivables are fully written down when it ceases to be likely that the corresponding tax benefit will be realised.

Revenue recognition

Turnover of goods are recognised at the moment that delivery of the products has been made to the customer, that the customer has accepted the products, and that the related receivables are likely to be collectable. Turnover of services are recognised in the accounting period in which the services have been provided. The turnover of software suites from stock are recognised as revenue at the time of delivery. The revenues relating to software service contracts are recognised over the term of the contract.

Segment reporting

An operating segment is a group of assets and activities engaged in providing products or services that are the basis of the internal reporting to Arseus' Executive Committee.

Dividend distribution

Dividend distribution to the shareholders of Arseus is recognised as a liability in the financial statement of Arseus in the period in which the dividends are approved by the shareholders of Arseus.

3. Risk Management

Risk management is extremely important to Arseus in order to secure the long-term business objectives and the value creation of the company. The policy of Arseus is to focus an identifying all major risks, an developing plans to prevent and manage these risks, and an putting in place measures to contain the consequences should such risks effectively occur. Still, Arseus cannot conclusively guarantee that said risks will not occur or that there will be no consequences when they occur.

Adequate and reliable financial reporting is essential for both the internal management reports and the external reporting. Group-wide reporting guidelines have been drawn up within Arseus to this end, based an IFRS and internal information needs.

All entities periodically prepare business plans, budgets and interim forecasts at predetermined moments. Discussions with the management of the entities take place periodically an the general course of affairs, including the realisation and feasibility of the forecasts issued and strategic decisions.

With regard to fiscal regulation, Arseus makes use of the possibilities offered by the fiscal Legislation and regulation without taking any unnecessary risks in doing so. Arseus has the support of external fiscal advisers in this regard.

In addition to strategic and operational risks, Arseus is also subject to various financial risks. Arseus has at its disposal ample credit facilities to sustain its day-today operations. The most important credit facility of 300 million euros had a term until 30 August 2012 and has therefore been renewed.

Arseus NV concluded a new credit facility in July 2012. The new credit agreement has a term of five years and a revolving credit facility of 300 million euros, divided into two tranches each of 150 million euros. The main covenant of this credit facility is a net financial debt/recurring EBITDA ratio of a maximum of 3.25. At the end of 2012, the net financial debt/annualised recurring EBITDA ratio was 2.64 and therefore more than satisfied the condition of a debt ratio of maximum 3.25 as of 31 December 2012 as agreed in the credit agreement.

On 2 July 2012, Arseus NV issued 225 million euros in bonds consisting of 225,000 bonds with a nominal value of 1,000 euros per bond.

The bonds were listed an Euronext Brussels under ISIN code BE0002180462 an 2 July 2012. The issue price of the bonds was 101.875%. The bonds have a maturity of five years and offer a fixed annual gross interest of 4.75%. The bonds are redeemable at 100% of the nominal value an 2 July 2017.

The proceeds of the bond issue are used by Arseus NV for the repayment of 150 million euros of the 300 million euros credit facility. The new credit facility of 150 million euros at ING Belgium (Coordinator), KBC Bank, BNP Paribas Fortis and Commerzbank and the bond issue of 225 million euros replace the credit facility of 300 million euros that was agreed an 30 August 2007 and amended an 10 December 2010.

Arseus manages the cash and financing flows and the risks arising from these by means of a group-wide treasury policy. In order to optimise the financial position and keep the related interest charges to a minimum, the cash flows of the companies are centralised in a single cash Pool as much as possible.

Credit risk

Credit risk involves the risk that a debtor or other counterparty is unable to satisfy its payment obligations to Arseus, resulting in a loss for Arseus. Operating an active credit policy, Arseus has in place strict procedures to manage and Limit credit risks. No individual customers make up a substantial part of either turnover or outstanding receivables. Arseus has an active policy to reduce operational working capital; from this perspective the group aims to reduce the accounts receivable balance.

Interest risk

Arseus regularly assesses the maintained mix of financial debts with fixed and variable interest rates. At this time, financing is partly based an a syndicated loan in euros with a variable interest rate of one to six months. A higher Euribor rate by 10 base points would have adversely affected the variable interest charges in the amount of some 75 (thousand) euros after taxes. A financing risk of 70 million euros due to the variable interest rate is hedged with financial derivatives. This hedging was taken into account in calculating the impact of an increase in the Euribor rate by 10 base points.

Exchange rate risk

The exchange rate risk is the risk an results due to fluctuations in the exchange rates.

Arseus reports its financial results in euros and is, because of the international distribution of its activities, subject to the potential impact of currencies an its profits. Exchange rate risk is the result an the one hand of several entities of Arseus operating in a functional currency other than euros and an the other hand of the circumstance that purchasing and retail prices of Arseus have foreign currencies as reference. The risk involved in entities of Arseus operating in a functional currency other than the euro concerns entities operating in Czech crowns, Swiss francs, British pounds, Danish crowns, Polish zloty, US dollars, Brazilian reals, Colombian pesos, Chinese yuan and Argentinian pesos.

In 2012, these entities collectively represent just over 23% of the consolidated turnover and over 34% of the operating result of Arseus. Currency risk due to translation of assets and liabilities of foreign subsidiaries into euros is not hedged.

Some of the Group's revenue is realised in currencies other than the euro, such as in Brazil, the United States and Poland. The hypothetical supplementary effect of the euro strengthening (weakening) by 10% against the Brazilian real would affect the profit before tax by 1.263 million euros (1.544 million euros), whereas the impact on equity would amount to 9.106 million euros (11.129 million euros).

In the event of the euro strengthening (weakening) by 10% against the US dollar, the impact on the profit before tax would amount to 0.132 million euros (0.162 million euros). The impact on equity would amount to 0.536 million euros (0.656 million euros).

In the event of the euro strengthening (weakening) by 10% against the Polish zloty, the impact on the profit before tax would amount to 0.456 million euros (0.557 million euros). The impact on equity would amount to 3.120 million euros (3.814 million euros).

The company also incurs indirect currency risk as a large part of its purchases in Brazil are actually transactions in US dollars. This means that the Group's products will become relatively more expensive to the consumer in Brazil each time the US dollar rises against the Brazilian real. The risk is difficult to quantify, as such price increases are directly charged to the consumer in full or in part.

Fair value risk

Arseus utilises financial derivatives to hedge its interest risks. Arseus hedged a financing risk of 70 million euros due to the variable interest rate. In accordance with IFRS, all financial derivatives are recognised either as assets or as liabilities. In accordance with IAS 39, financial derivatives are recognised at fair value. Changes in fair value are recognised by Arseus directly in the income statement because these are financial derivatives that do not qualify as cash flow hedging instrument. At the end of 2012, the cumulative revaluation of financial derivatives amounted to -3.749 million euros whereby this is treated as a non-cash item.

4. Critical accounting estimates and judgments

Estimates and judgments are continuously evaluated and are based an historical experience and other factors, including expectations of future events that are deemed reasonable given the circumstances.

Critical assessments and judgments

Arseus makes assessments and assumptions concerning the future. The resulting estimates will, by definition, rarely match the related actual results. Those estimates and assumptions that entail a significant risk of causing the need for a material adjustment of the carrying amounts of assets and liabilities within the next financial year are discussed below.

Estimated impairment loss of goodwill and intangible assets

Arseus performs annual goodwill impairment tests in accordance with the financial reporting principles specified in note 2 an page 100. The recoverable amount of cash flow-generating units is determined an the basis of value-in-use calculations. These calculations require the application of estimates. The book value of goodwill as at 31 December 2012 was 382.481 million euros (2011: 333.432 million euros).

Estimated impairment loss on deferred taxes

Deferred tax assets are stated for tax losses that can be carried forward. The degree to which these deferred assets can be recuperated is assessed regularly. See note 17.

Pension obligations

The present value of the pension obligations is derived from a number of actuarially determined factors based on assumptions. The assumptions applied to determine net costs (income) for pensions include expected long-term rate of return of the relevant pension plan assets and the discount rate. Any changes in these assumptions will impact the book value of pension obligations. The gross defined benefit obligation is calculated periodically by independent actuaries. The book value of pension obligations as at 31 December 2012 was 4.801 million euros (2011: 3.884 million euros).

Provisions for disputes

As stated, provisions are valued at present value of the best estimate by management of the expenditure required to settle the existing obligation at balance sheet date. Provisions for disputes require significant professional judgment in terms of the ultimate outcome of administrative law rulings or court judgments. Estimates are always based on all available information at the moment the financial statement is prepared. However, the need for significant adjustments cannot be absolutely precluded if ruling or judgment proves not as expected. Hypotheses and assessments are continuously evaluated on the basis of empirical facts and other factors including projected development of future events regarded as reasonable given the circumstances.

5. Segment information

Arseus is organised on the basis of four main operational segments:


1	Fagron provides products and services for pharmaceutical compounding. Fagron develops and markets its own pharmaceutical formulas, sells and distributes instruments and pharmaceutical raw materials for pharmaceutical compounding, sells and distributes compounded and cosmetic products under its own brand name, Fagron, to pharmacists, provides third-party pharmaceutical compounding services to pharmacists and hospitals, and provides specialty pharmaceutical raw materials to the pharmaceutical, nutraceutical, veterinary and cosmetic industries.
2	Corilus provides total ICT solutions for a wide range of medical and paramedical professions, such as pharmacists, dentists, GPs, ophthalmologists, and veterinarians.
3	Healthcare Solutions encompasses two operational segments, specifically Arseus' dental and medical distribution activities. The dental distribution activities provide integrated total solutions, innovative products and services for workflow and practice management, digital imaging equipment and hygiene management to dental practices. The medical distribution activity provides innovative products, services and solutions for ophthalmologists, bandagistery, hospitals and homecare nurses. The focus lies on personal care, mobility, organisation, hygiene & sterilisation and diagnostics.
4	Healthcare Specialties focuses on developing and launching innovative dental and medical solutions and products. This segment contains three operational segments which have different economic features. However because of their size, these segments are not reported individually. This segment includes the activities focused on dental laboratories and the supply of services and new technologies to doctors and hospitals in the Benelux. This segment also covers the development, assembly and production of a complete own range of imaging equipment for dentists and the production of precision components for the dental and orthopaedic industry.

The segment results for the reporting period ending 31 December 2012 are as follows:

2012 (x 1,000 euros)	Fagron	Corilus	Healthcare Solutions	Healthcare Specialties	Unallocated	Total
Total turnover	290,123	38,091	128,125	92,098		548,437
Intersegment turnover	(41)	(55)	(438)	(882)		(1,416)
Turnover	290,083	38,036	127,687	91,215		547,020
Operating result per segment	56,813	6,403	(1,130)	4,117	(8,139)	58,064
Financial result						(14,928)
Profit before taxes						43,136
Income tax expenses						685
Profit for the period						43,821

The segment results for the reporting period ending 31 December 2011 are as follows:

2011 (x 1,000 euros)	Fagron	Corilus	Healthcare Solutions	Healthcare Specialties	Unallocated	Total
Total turnover	242,981	34,443	122,931	93,961		494,316
Intersegment turnover	(43)	(124)	(543)	(1,276)		(1,986)
Turnover	242,938	34,318	122,388	92,685		492,330
Operating result per segment	46,353	5,989	(4,368)	8,339	(10,056)	46,257
Financial result						(9,179)
Profit before taxes						37,078
Income tax expenses						(8,938)
Profit for the period						28,240

Other segmented items recognised in the income statement are as follows:

2012 (x 1,000 euros)	Fagron	Corilus	Healthcare Solutions	Healthcare Specialties	Unallocated	Total
Depreciation and
amortisation	3,751	4,572	1,816	3,254	3,648	17,041
Write-down on inventories	121		128	420		669
Write-down on receivables	158	(10)	(157)	(185)	(277)	(470)

2011 (x 1,000 euros)	Fagron	Corilus	Healthcare Solutions	Healthcare Specialties	Unallocated	Total
Depreciation and
amortisation	2,458	4,086	1,670	2,993	3,344	14,550
Write-down on inventories	(862)		363	61		(439)
Write-down on receivables	(125)	(80)	619	5		419

As at 31 December 2012 the assets and liabilities, and the capital expenditure (investments) for the reporting period ending an this date, are as follows:

2012 (x 1,000 euros)	Fagron	Corilus	Healthcare Solutions	Healthcare Specialties	Unallocated	Total
Assets	381,917	60,033	115,550	121,624	69,772	748,894
Liabilities	111,747	13,608	38,572	27,838	311,745	503,511
Capital expenditure	18,523	6,180	2,099	2,248	(9,571)	19,479

As at 31 December 2011 the assets and liabilities, and the capital expenditure (investments) for the reporting period ending an this date, were as follows:

2011 (x 1,000 euros)	Fagron	Corilus	Healthcare Solutions	Healthcare Specialties	Unallocated	Total
Assets	301,798	56,707	126,346	124,799	70,583	680,232
Liabilities	115,196	11,974	40,517	32,777	259,316	459,780
Capital expenditure	4,359	5,152	808	2,295	4,717	17,330

Segment assets consist primarily of property, plant and equipment, intangible assets, inventories, receivables and cash from operations. They exclude deferred tax assets related to the IFRS revaluation of the investments.

Segment liabilities comprise operational liabilities but exclude such elements as corporate borrowings.

Turnover of Arseus in 2012 and 2011 by geographical segments is as follows:

(x 1,000 euros)	2012	2011
Belgium	134,997	128,818
The Netherlands	132,290	132,076
Brazil	83,860	57,351
France	81,144	72,750
Germany	47,375	46,408
Italy	13,459	14,523
United States	11,372	9,661
Poland	10,730	27
Switzerland	9,381	10,545
Spain	9,104	9,476
Czech Republic	6,868	6,230
Denmark	3,334	2,092
United Kingdom	2,900	2,374
Colombia	206
Total	547,020	492,330

Arseus has a broad customer Base in which no one customer accounts for more than 10% of turnover.

Concerning the geographical segments Belgium and the Netherlands, Arseus applies the following allocation for assets in 2012 and 2011:

(x 1,000 euros)	2012	2011
Belgium	126,080	129,026
The Netherlands	96,155	95,619
Other	289,028	221,731
Totaal	511,263	446,376

6. Turnover

(x 1,000 euros)	2012	2011
Sale of goods	518,415	467,290
Rendering services	28,606	25,040
Turnover	547,020	492,330

7. Other operating income

(x 1,000 euros)	2012	2011
Gain on disposal of fixed assets	178	81
Other operating income	405	1,171
Total other operating income	582	1,252

8. Employee benefit expenses

(x 1,000 euros)	2012	2011
Wages and salaries	73,719	69,435
Social security costs	21,441	18,724
Pension costs - defined benefit plans	657	502
Pension costs - defined contribution plans	1,439	1,360
Other post-employment benefit contributions	1,611	1,327
Other employment costs	13,081	9,815
Total employee benefit expenses	111,950	101,163

Full-time equivalents (rounded at one unit)	2012	2011
Belgium	541	553
Brazil	445	429
The Netherlands	430	417
France	276	275
Germany	184	193
Poland	102	2
Czech Republic	93	91
Switzerland	82	101
United States	65	50
Italy	55	55
Spain	40	41
Denmark	17	9
United Kingdom	14	11
Slovakia	13
Colombia	10
Argentina	2	1
China	1
Total	2,370	2,229

At 31 December 2012, Arseus' workforce (fully consolidated companies) comprised 2,506 persons or 2,370.0 fulltime equivalents. Of these full-time equivalents, 1,269.0 are attributable to Fagron, 274.10 to Corilus, 450.4 to Healthcare Solutions, 303.8 to Healthcare Specialties and 72.8 to Arseus Corporate.

9. Depreciation and amortisation

(x 1,000 euros)	2012	2011
Depreciation and amortisation	17,041	14.550
Write-down on inventories	669	(439)
Write-down on receivables	(470)	419
Depreciation and amortisation	17,241	14,531

10. Other operating expenses

(x 1,000 euros)	2012	2011
Increase (decrease) in provisions for current liabilities	(275)	(68)
Increase (decrease) in provisions for pension liabilities	26	495
Taxes and levies (excl. income tax)	1,491	1,586
Other operating expenses	358	3,484
Total other operating expenses	1,600	5,498

In 2011, the item 'Other operating expenses' mainly pertains to acquiring costs and decreased value an the realisation of trade receivables.

Non-recurring costs are not recognised as 'Other operating expenses' but are presented in their originating cost category. The total non-recurring costs included in the EBIT amount to 5.069 million euros. These costs mainly include acquiring costs, integration costs and reorganisation costs. In addition, the revaluation of the financial derivatives constitutes a non-recurring result of 0.295 million euros in the financial result. The total non-recurring costs after income taxes are calculated by multiplying the sum of the non-recurring costs by the weighted average effective income tax rate and come to 5.450 million euros.

11. Financial result

(x 1,000 euros)	2012	2011
Financial income	1,144	1,269
Revaluation of financial derivatives	(295)	1,478
Financial expenses	(3,587)	(2,958)
Interest expenses	(12,301)	(8,010)
Currency exchange differences	111	(958)
Financial result	(14,928)	(9,179)

The positive revaluation of financial derivatives relates to the change in the market value of the interest rate hedges that are not a cash flow and do not qualify for hedge accounting in accordance with IAS 39. The interest hedging instruments are valued on the Basis of discounted cash flows. The parameters used for these models are those valid as at year-end.

The financial result, excluding the revaluation of the financial derivatives, amounts to -14.633 million euros, an increase of 37.3% compared to 2011. This increase is due to an increase in the net financial debt and the higher average interest rates resulting from the refinancing and issue of a bond loan in July 2012.

The item interest hedging concerns 70 million euros of the total financing.

12. Income tax expenses

(x 1,000 euros)	2012	2011
Current tax expenses	8,966	7,922
Deferred tax	(9,651)	1,016
Income tax expenses	(685)	8,938
Weighted average current tax rate	-1.59%	24.10%
Profit before income tax	43,136	37,078
Tax calculated at weighted average statutory tax rate	12,816	11,358
Income not subject to taxes	(2,913)	(3,572)
Expenses not deductible for tax purposes	732	841
Tax on profit previous years	(666)	(72)
Other	(10,654)	382
Income tax expenses	(685)	8,938

In 2012, the line 'Other' includes 20 million euros relating to a one-off credit of a deferred tax asset on deductible merger goodwill in Brazil and 11 million euros relating to a write-down of deferred tax assets at a number of companies because of a change in local tax Legislation, changes to activities within an company, delayed tax planning, restructuring within the group, and lagging profitability.

13. Earnings per share

(x 1,000 euros)	2012	2011
Basic earnings per share
Profit attributable to equity holders of the Company	43,906	28,147
Weighted average number of ordinary shares (x 1,000)	30,520	30,082
Basic earnings per share (in euros)	1.44	0.94
Diluted earnings per share
Profit attributable to equity holders of the Company	43,906	28,147
Weighted average number of ordinary shares (x 1,000)	30,520	30,082
Effect of warrants	550	363
Weighted average number of ordinary shares (diluted; x 1,000)	31,070	30,446
Diluted earnings per share (in euros)	1.41	0.92
Earnings per share before non-recurring items
Profit attributable to equity holders of the Company	43,906	28,147
Non-recurring items (after tax)*	5,450	3,349
Profit before non-recurring items attributable to equity holders of the Company	49,356	31,496
Weighted average number of ordinary shares (x 1,000)	30,520	30,082
Basic earnings per share before non-recurring items (in euros)	1.62	1.05
Effect of warrants	550	363
Weighted average number of ordinary shares (diluted; x 1,000)	31,070	30,446
Diluted earnings per share (in euros)	1.59	1.03

* see Note 10 for definition and calculation of the non-recurring items (after tax).

14. Intangible assets

(x 1,000 euros)	Goodwill	Development	Concessions & patents	Brands	Software	Other	Total
Net book value as at 1 January 2011	251,944	18,056	1,197	4,032	9,199	70	284,498
Investments		8,126	92	6	1,224		9,447
Acquisitions	85,563	77	9	1	82		85,732
Disposals					(17)		(17)
Amortisation		(5,388)	(185)	(405)	(2,634)		(8,612)
Other movements		2,591	16	75	(2,575)	(70)	37
Exchange differences	(4,075)	43			16		(4,016)
Net book value as at 31 December 2011	333,432	23,505	1,128	3,708	5,296		367,069
Gross carrying amount	333,432	48,117	5,216	5,178	17,789	22	409,754
Accumulated amortisation		(24,612)	(4,088)	(1,469)	(12,493)	(22)	(42,685)
Net book value	333,432	23,505	1,128	3,708	5,296		367,069
Net book value as at 1 January 2012	333,432	23,505	1,128	3,708	5,296		367,069
Investments		7,895	73	8	1,558		9,533
Acquisitions	55,789			551	11		56,351
Disposals				(96)			(96)
Amortisation		(6,302)	(265)	(476)	(2,429)		(9,472)
Other movements		24	1,139	1	52		1,215
Exchange differences	(6,741)	12			(6)		(6,735)
Net book value as at 31 December 2012	382,481	25,135	2,074	3,695	4,481		417,866
Gross carrying amount	382,481	56,041	6,509	5,447	18,872	22	469,372
Accumulated amortisation		(30,906)	(4,435)	(1.752)	(14.391)	(22)	(51,506)
Net book value	382,481	25,135	2,074	3,695	4,481		417,866

The intangible assets are not encumbered with securities. The category 'Development' consists mainly of unique software developed in-house in full control of Arseus.

Goodwill

Goodwill is tested at least annually for impairment and consistently when a trigger event occurs. Goodwill is recognised at cost price less accumulated impairment losses.

Goodwill impairment tests

Arseus decided to implement a new divisional structure. This divisional structure is tailored to the various activities of Arseus and also supports effective decision-making and individual responsibility. The four segments are Fagron, Corilus, Healthcare Solutions and Healthcare Specialties. Healthcare Solutions encompasses two operational segments, specifically Arseus' dental and medical distribution activities. Healthcare Specialties focuses on developing and launching innovative dental and medical solutions and products. This segment contains three operational segments which have different economic features. However because of their size, these segments are not reported individually. Goodwill is allocated to the cash flow-generating units of Arseus, i.e. the four segments of Arseus.

The goodwill allocation per division (in millions of euros) was as follows:

	2012	2011
Fagron	227.00	179.21
Corilus	33.70	33.02
Healthcare Solutions	52.98	52.74
Healthcare Specialties	68.80	68.46
Total	382.48	333.43

The recoverable amount of a cash flow-generating unit is determined on the Basis of value-in-use calculations. These calculations use cash flow projections with a five-year forecast horizon based on detailed financial budgets approved by management for the first year. The year-one budget figures are extrapolated for years two to five, taking into account an internal growth rate and a budgeted gross margin. In addition to these rates, the model uses assumptions such as the rate of perpetual growth and a pre-tax discount rate. Below are specified the key assumptions for the value-in-use calculations. Management determined the gross margin and growth rates based on past performance and its market development expectations.

	Organic growth Five-year growth (%)		Perpetual growth (%)		Gross Margin (%)		Discount Rate (%)
2012	2011	2012	2011	2012	2011	2012	2011
---	---	---	---	---	---	---	---	---
Fagron	5	5	2.5	2.5	52.6	51.4	7.29	9.42
Corilus	3	3	1.5	1.5	81.5	79.3	7.07	8.39
Healthcare Solutions	4	4	2.0	2.0	38.3	38.8	6.91	7.88
Healthcare Specialties	5	4	2.0	2.0	45.2	46.5	6.99	7.60

The above assumptions were subjected to a sensitivity analysis which confirmed that for 2012 no impairment of goodwill was required.

The value per cash flow-generating unit as per aforementioned value-in-use calculations is compared with the net book values of the non-current assets of the relevant cash flow-generating unit. For all cash flow-generating units, value-in-use exceeds net book value. For Healthcare Solutions, an increase in the discount rate by 0.9 percentage points, a decrease in the gross margin by 0.4 percentage points or a decrease in the perpetual growth to 1% would use up the remaining buffer. For Healthcare Specialties, an increase in the discount rate by 0.8 percentage points, a decrease in the gross margin by 0.7 percentage points or a decrease in the perpetual growth to 1% would use up the remaining buffer.

15. Property, plant and equipment

(x 1,000 euros)	Land and buildings	Machinery and installations	Furniture and vehicles	Capitalised financial leases	Other tangible fixed assets	Assets under construction	Total
Net book value as at 1 January 2011	24,599	7,965	3,019	2,738	10,387	155	48,862
Investments	3,278	2,089	1,684	430	2,117	230	9,829
Acquisitions	4,059	497	1,968	61	22		6,606
Disposals	(92)		(73)	(8)	(992)		(1,165)
Amortisation	(675)	(1,849)	(1,391)	(512)	(1,510)		(5,938)
Other movements	26	(49)	131	(20)	(421)	(151)	(483)
Exchange differences	(414)	(104)	(110)	74		(7)	(560)
Net book value as at 31 December 2011	30,781	8,549	5,228	2,762	9,603	228	57,150
Gross carrying amount	34.468	23.487	18,751	5,190	16,613	228	98,736
Accumulated depreciation	(3,686)	(14,938)	(13,523)	(2,428)	(7,010)		(41,586)
Netbookvalue	30,781	8,549	5,228	2,762	9,603	228	57,150
Net book value as at 1 January 2012	30,781	8,549	5,228	2,762	9,603	228	57,150
Investments	1,170	3,280	2,218	553	2,447	1,711	11,379
Acquisitions	480	332	(473)	15		39	393
Disposals	(160)	(50)	(106)		(1,035)		(1,352)
Amortisation	(1,365)	(2,182)	(1,645)	(659)	(1,719)		(7,569)
Other movements	844	(167)	(453)	(47)	63	(219)	22
Exchange differences	(538)	(102)	(65)	20	(5)	(78)	(768)
Net book value as at 31 December 2012	31,213	9,661	4,704	2,643	9,354	1,681	59,255
Gross carrying amount	36,464	26,426	18,359		17,740	1,681	100,669
Accumulated depreciation	(5,251)	(16,765)	(13,655)		(8,386)		(44,057)
Net book value	31,213	9,661	4,704		9,354	1,681	56,612

The Group's liability regarding financial Leasing is guaranteed as the lessor holds the legal property title of the leased assets. The other tangible fixed assets have no restrictions an the property title. Nor have these assets been pledged as security for obligations.

16. Financial assets and other non-current assets

(x 1,000 euros)	Financial assets available for sale	Other non-current assets	Total
Balance at 1 January 2011	818	846	1,665
Investments		200	200
Transfers and disposals		42	42
Reimbursements		(119)	(119)
Other movements	1		1
Balance at 31 December 2011	819	969	1,788
Balance at 1 January 2012	819	969	1,788
Investments		183	183
Transfers and disposals		(18)	(18)
Reimbursements		(107)	(107)
Other movements	24		24
Net book value as at 31 December 2012	843	1,027	1,870

The assets available for sale mainly consist of a minority interest participation of 0.790 million euros. This asset is stated at cost due to not having any reliable information an its fair value.

An analysis of the assets mentioned above showed that none of these need to undergo an impairment in 2012.

Other fixed assets concern receivables with different due dates. The fair value approximates the book value.

17. Taxes, remuneration and social security

a) Taxes, remuneration and social security

(x 1,000 euros)	2012	2011
Current income tax liabilities	5,116	4,197
Other current tax and VAT payables	15,883	19,196
Remuneration and social security payables	13,390	13,945
Taxes, remuneration and social security	34,389	37,338

b) Deferred tax receivables

(x 1,000 euros)	Differences in depreciation rates	Employee benefits	Provision	Tax losses	Other	Total
Balance at 31 December 2010	210	803	426	17,565	1,782	20,785
Result	(16)	156	(48)	2,052	(3,352)	(1,408)
Change in the scope of
consolidation			1,114		(124)	990
Balance at 31 December 2011	194	958	1,493	19,617	(1,895)	20,368
Result	21,453	7	(487)	(9,616)	516	11,873
Change in the scope of
consolidation				56		56
Balance at 31 December 2012	21,647	965	1,006	10,057	(1,379)	32,296

The category 'Other' mainly concerns netting with deferred tax liabilities. In 2012 a deferred tax asset of 20.1 million euros is recognised for tax-deductible merger goodwill in Brazil.

An impairment test is performed an tax losses twice per year. If it becomes clear that the Company will not be able to use these losses within a reasonable time, these are derecognised. This calculation is based an result projections with a seven-year forecast horizon, based an detailed financial budgets approved by the management for the first year and an extrapolation of these figures for the second to seventh year. In 2012, 11.5 million euros in offsettable losses was written off because of, among other things, a change in local tax legislation (0.3 million euros), changes to activities within a company (0.1 million euros), delayed tax planning (0.9 million euros), restructuring in the group (5.5 million euros), and lagging profitability (4.7 million euros).

The amount of non-recognised tax losses is not significant. A major part of the deferred tax assets relating to the category 'Tax losses' is recognised in companies that incurred a loss during the current or previous financial year.

c) Deferred tax liabilities

(x 1,000 euros)	Differences in depreciation rate	Other	Total
Balance at 31 December 2010	3,138	1,225	4,363
Result	241	(2,672)	(2,431)
Balance at 31 December 2011	3,379	(1,447)	1,932
Result	59	475	534
Balance at 31 December 2012	3,439	(973)	2,466

The category 'Other' mainly concerns netting with deferred tax assets.

No deferred tax assets an translation differences are recognised in the 'Unrealised gains and losses'.

As there is no practical plan for upstreaming dividends, no deferred tax liabilities are recognised in this respect.

18. Inventories

(x 1,000 euros)	2012	2011
Raw materials	14,012	12,088
Auxiliary materials		2
Work in progress	3,106	3,540
Finished goods	8,375	7,588
Trade goods	60,469	53,424
Inventories	85,963	76,643

The inventories are not encumbered with securities.

19. Trade receivables, other receivables, and cash and cash equivalents

a) Trade receivables and other receivables

(x 1,000 euros)	2012	2011
Trade receivables	66,495	79,230
Provision for impairment of receivables	(3,502)	(3,274)
Total trade receivables	62,993	75,956
Other receivables	16,299	11,407

There is no concentration of credit risk with respect to trade receivables as the majority of Arseus' customers are internationally dispersed. There were no indications at the end of the reporting period that debtors of trade receivables not yet due would not fulfil their payment obligations. Provisions were made for known exposures. The item 'Other receivables' mainly concerns taxes to be refunded over the reporting period and value added tax.

Arseus applies a strict credit policy towards its customers, ensuring that the Company controls and minimises credit risk. The Group has a stable customer Base. The majority of its customers are not part of a listed company. No individual customers make up a substantial part of either turnover or outstanding receivables.

(x 1,000 euros)	Carrying amount	Of which not due at year-end	less than 30 days	between 31 and 90 days	Of which due at year-end
between 91 and 150 days	more than 150 days
---	---	---	---	---	---	---
Trade receivables on 31 December 2012	62,993	36,803	12,686	6,768	1,823	4,912
Trade receivables on 31 December 2011	75,956	51,902	12,561	6,143	1,565	3,785

b) Cash and cash equivalents

(x 1,000 euros)	2012	2011
Investments with a maturity of less than three months	6,351	3,059
Cash and cash equivalents	66,002	66,790
Cash and cash equivalents	72,352	69,850

The majority of cash and cash equivalents consist of money in bank accounts and cash. The cash and cash equivalents are centralised as much as possible in a cash pool, deposited in accounts with banks that mostly have an A rating. All new bank accounts we open are with banks awarded at least an A or A-rating.

Trade receivables and other receivables and cash and cash equivalents are generally within a close range of maturities. Therefore, the carrying amount approximates the fair value.

20. Equity

Authorised capital

By resolution adopted by the Extraordinary General Meeting of 7 September 2007, the Board of Directors was granted the power to increase the capital in one or more instalments by a maximum amount of 319,810,475 euros by means and an terms to be decided by the Board of Directors, such within a period of five years as of the publication date of said resolution in the Annexes of the Belgian Bulletin of Acts, Orders and Decrees.

As at 31 December 2012, the Board of Directors is authorised to increase the capital by a maximum amount of 320,023,050.35 euros.

If the capital is increased within the limits of the authorised capital then the Board of Directors will be competent to request payment of a share premium. If the Board of Directors adopts this decision then this share premium will be deposited into a blocked account, the balance of which may only be reduced or transferred in whole on the Basis of a resolution adopted by a General Meeting of Shareholders in accordance with the clauses governing an amendment of the Articles of Association.

This power of the Board of Directors will apply to capital increases that are subscribed to in cash or in kind, or that result from capitalisation of reserves with or without the issue of new Shares. The Board of Directors is permitted to issue convertible bonds or warrants within the limits of the authorised capital.

The Extraordinary General Meeting decided on 14 May 2012 to renew the Board of Director's authorisation to increase the authorised share capital, such within the limits of the existing authorisation as set out in Article 5bis of the Articles of Association, in one or more rounds by a maximum amount of 320,023,050.35 euros, such within a period of five years from the date of announcing such a decision in the Annexes of the Belgian Bulletin of Acts, Orders and Decrees. This proxy to increase the capital may be exercised only subject to the approval of at least three fourths (3/4) of the directors present or lawfully represented.

Statement of changes in the capital and in the number of shares

The movements in this balance sheet item are presented in the statement of changes in equity. During 2012,40,528 treasury shares were purchased. The decrease of treasury shares is due to (subsequent) payments on participations and the exercise of stock options. As at 31 December 2012, Arseus NV owned a total of 651,775 treasury shares. In accordance with IFRS, these shares are deducted from equity and do not affect the income statement. In the context of Warrant Plans 1 and 2,61,262 new shares were issued during 2012 at an amount of 578,844 euros. The total number of shares outstanding as at 31 December 2012 amounted to 31,278,514.

Share-based payments

On 6 September 2007, the Board of Directors approved two warrant plans for the benefit of the employees, directors and consultants of the Company and/or subsidiaries (Warrant Plan 1 and Warrant Plan 2).

The warrants granted under Warrant Plan (for employees) have a lifetime of eight years as of the date on which they are granted.

For employees (Warrant Plan i) the warrants are exercisable in annual instalments of 25%, in May of the fourth, fifth, sixth and seventh calendar year after the calendar year in which the Warrants are offered.

Pursuant to a decision taken by the Board of Directors dated 11 May 2009, held in the presence of the civillaw notary Mr Dirk van Haesebrouck, the period during which the warrants granted to beneficiaries prior to 31 August 2008 in the context of Warrant Plan 1 are exercisable was extended by five years to 17 December 2020, in accordance with the Amendment Act (Herstelwet).

The warrants granted under Warrant Plan 2 (for directors and consultants) have a lifetime of five years as of the date on which they are granted.

For directors and consultants (Warrant Plan 2) the warrants are exercisable, pursuant to a decision of the relevant body, after granting of the warrants (i) in annual instalments of 50% in May of the third and fourth calendar years after the calendar year in which the warrants are offered, or (ii) in annual instalments of 25% in May of any calendar year after the calendar year in which the warrants are offered. These alternatives depend an the holder's contribution paid for the warrants. This is 7.5% for (i) or 15% for (ii).

Pursuant to a decision of the Board of Directors dated 13 July 2009 it was decided, subject to the resolutive condition of any decision to the contrary taken by the General Meeting, to extend the period for exercising the rights granted to beneficiaries prior to 31 August 2008 under Warrant Plan 2 by five years to 17 December 2017, an the understanding that beneficiaries exercising their rights following the expiry of the initial period (exercising of rights after 17 December 2012) will solely be entitled to acquire existing, instead of new, shares in the Company.

This extension was presented by the Board of Directors at the annual meeting an 10 May 2010. The General Meeting ratified this proposal.

The condition for vesting warrants is for employees that they still have an employment contract with the Company and for directors and consultants that their relationship with the Company has not been terminated.

The cost of the warrants is determined at the warrants' fair value an grant date and is spread over the vesting period of the warrants.

The cost is recognised at the item 'Other employee benefit expenses' at an amount of 20 (thousand) euros for the 2012 financial year 2012.

On 14 June 2012,61,626 new shares were issued as a result of exercising warrants under the Warrant Plans 1 and 2, both approved by the Board of Directors an 6 September 2007.

The number of voting securities of Arseus currently amounts to 31,278,514. The total number of voting rights (denominator) currently amounts to 31,278,514. The authorised capital amounts to 320,601,893.93 euros.

The movements in the number of outstanding warrants under Warrant Plans i and 2 and their related weighted average exercise prices are as follows:

2012	Average exercise price in euros	Warrants
As at 1 January	10.14	1,160,626
Forfeited	10.25	-2,150
Exercised	8.14	-6,250
Forfeited	8.14	8,875
Forfeited	7.77	-750
Converted into stock options	10.25	-930,000
Exercised	6.29	-10,000
Exercised	10.25	-45,376
As at 31 December	9.75	174,975

During 2012,61,626 warrants were exercised under Warrant Plans 1 and 2.

In 2012 the warrants from Warrant Plan 2 (warrant plan for directors and consultants) were converted into stock options as the result of the extension of the period for exercising these warrants by five years. The exercise period for Warrant Plan (warrant plan for employees) was extended in accordance with Article 21 of the Amendment Act (Economic Amendment Act) of 27 March 2009.

Article 21 of the Amendment Act can also be applied for the warrants granted to the directors. It was agreed in the extension documents that for the period which exceeds the legal term of the warrants, the beneficiaries only have a right to existing shares.

The related weighted average exercise price per share at year-end amounted to 9.75 euros in 2012.

As of 11 April 2013, the total number of warrants not yet exercised, which could prompt the issue of the same number of shares of the Company, amounted to 174,975. Their average exercise price amounts to 9.75 euros.

Outstanding warrants at year-end have the following expiry dates and exercise prices:

Expiry date	Exercise price	Warrants
2013 - May	10.25	93,369
2013 - May	8.14	7,938
2013 - May	8.14	10,000
2013 - May	7.77	2,938
2013 - May	8.11	125
2013 - May	8.68
2014 - May	10.25	42,231
2014 - May	8.14	4,594
2014 - May	7.77	2,938
2014 - May	8.11	125
2014 - May	8.68
2015 - May	8.14	4,594
2015 - May	7.77	2,938
2015 - May	8.11	125
2015 - May	8.68
2016 - May	7.77	2,938
2016 - May	8.11	125
2016 - May	8.68
Total	9.75	174,975

Fair value

The fair value of the warrants granted under Warrant Plan i and Warrant Plan 2 was determined using the `Black & Scholes' valuation model. The main data used in the model were the share price at grant date, the above-mentioned exercise price, the standard deviation of expected share price returns, the option life specified above, and the annual risk-free interest rate.

Stock Option Plan

On 7 December 2009, the Board of Directors approved the Arseus NV Stock Option Plan (Stock Option Plan) for employees, directors, and consultants of the Company and/or subsidiaries, which approval was subsequently ratified by the Extraordinary General Meeting of 27 January 2010.

The options granted under the Stock Option Plan were granted free of charge and, in line with the plan, have a term of six years from the date of offer.

Options not exercised at the end of the six-year term, on 16 January 2016 therefore, are void by Operation of law.

In accordance with the provisions of Section 43, paragraph 4,1 of the Act of 26 March 1999 concerning the Belgian Action Plan for Employment 1998 (Stock Options Act), the Exercise Price shall be determined on the Basis of the share's average closing price during the thirty days preceding the date of the offer of the Options, and was therefore calculated at 8.5214 euros per option. The Options shall be exercisable during the third, fourth, fifth and sixth calendar year following the calendar year in which the Options were offered, each time for 25%. The Exercise of the Options at the Exercise Price shall take place unconditionally and may only take place in the month of April of each calendar year and may take place for the first time in April 2012 in the proportions specified below.

Exercise of maximum	Time
25% of the options granted	April 2012
50 % of the options granted	April 2013
75 % of the options granted	April 2014
100 % of the options granted	April 2015

2012	Gemiddelde uitoefenprijs in euro	Stockopties
As at 1 January	8.52	987,500
Granted	13.73	250,000
Granted	10.25	14,500
Granted	13.50	10,000
Forfeited	8.52	-3,500
Exercised	8.52	-127,250
Warrants converted
into stock options	10.25	930,000
As at 31 December	9.96	2,061,250

On 27 October 2011, the Company's Board of Directors approved the 2011 Stock Option Plan for consultants and employees of Arseus NV and/or its subsidiaries, such under the suspensive condition of approval by the General Meeting. The Stock Option Plan 2011 was approved by the Annual General Meeting of 14 May 2012. In 2012, the procedure of Article 523 of the Belgian Companies Code was applied. In June 2012, 250,000 stock options were granted at an exercise price of 13.73.

Dividend

A dividend of 15,228 (thousand) euros was paid in 2012. This equates to a gross dividend of 0.50 euros per share. At the Annual General Meeting of 13 May 2013, a gross dividend for 2012 will be proposed amounting to 0.60 euros per share, which equates to a total dividend of 18,619 (thousand) euros. This dividend due is not recognised in this financial statement.

21. Provisions

(x 1,000 euros)	Taxes	Disputes	Guarantee obligations	Other	Total
Balance at 1 January 2011	48	123	448	357	975
Additions
Through business
combinations			144		144
Other		(13)	51	10	47
Amounts used		(9)	(37)	(69)	(115)
Other
Transfers
Balance at 1 January 2012	48	100	606	297	1,051
Additions
Through business
combinations				3.046	3,046
Other		3	27	10	39
Amounts used		(80)	(4)	(231)	(315)
Other		11		(498)	(487)
Transfers		162	31	(9)	184
Balance at 31 December 2012	48	196	660	2,615	3,519

The provisions recognised through business combinations in 2012 relate to social and fiscal risks. Valuation takes place at fair value, taking the estimate of the risk into account.

22. Pension obligations

On 16 June 2011, the IASB issued a revised standard (IAS 19R) in relation to employee benefits. The effective date is 1 January 2013. Early application is permitted. Arseus did not opt to apply this new standard early. If IAS 19R had been applied this year, the pension cost recognised in the income statement would have been in line with the pension cost under IAS 19. On the other hand, the unrealised gains and losses relating to the defined benefit plans would have been 1.5 million euros higher.

The amounts recognised in the balance sheet are established as follows:

(x 1,000 euros)	2012	2011	2010	2009	2008
Present value of funded obligations	17,263	12,474	13,064	12,390	10,386
Fair value of plan assets	(12,264)	(9,838)	(9,441)	(8,735)	(7,755)
Present value of unfunded obligations	4,999	2,636	3,623	3,655	2,631
Unrecognised actuarial losses (gains)	(198)	1,248	(347)	(290)	413
Liability in the balance sheet	4,801	3,884	3,276	3,365	3,044

All defined benefit plans are final salary pension plans. The amounts pertaining to post-employment medical plans are included in the liability but are not significant. There are no informal constructive obligations.

In the Netherlands, Arseus has two defined benefit plans at Fagron Services BV and Spruyt-Hillen BV. The principal actuarial assumptions applied were as follows:


•	the weighted average discount rate was 4.00% for 2012 and 5.10 % for 2011;
•	the weighted expected return on plan assets amounted to 4.00% during 2012 and 4.06% during 2011;
•	the weighted expected general salary increase amounted to 2.00% during 2012 and 2.50% during 2011.

The assets comprise qualifying insurance policies and are not part of the in-house financial instruments of Arseus.

The amounts recognised in the income statement are as follows:

(x 1,000 euros)	2012	2011
Current service cost	506	728
Interest cost on obligation	586	637
Return on plan assets	(409)	(368)
Net actuarial gains (losses) recognised during the year	683	997
of which included in the other operating expenses	26	495
of which included in the employee benefit expenses	657	502

Movements in net liability:

(x 1,000 euros)	2012	2011
Net liability in the balance sheet at 1 January	3,884	3,276
Expense	683	997
Pensions paid directly from pension reserve
Contributions (benefits - effective pension obligation payments)	234	(390)
Net liability in the balance sheet at 31 December	4,801	3,884

23. Financial debts and financial instruments

(x 1,000 euros)	2012	2011
Non-current
Financial lease liabilities	929	767
Bank borrowings	299,629	3,583
Other borrowings	47
	300,604	4,350
Current
Financial lease liabilities	455	534
Bank borrowings	4,409	253,516
Other borrowings	1	7
	4,865	254,057
Total	305,469	258,407

(x 1,000 euros)	2012	2012	2011	2011
Non-current borrowings by term	Financial leases	Bank borrowings	Financial leases	Bank borrowings
---	---	---	---	---
More than one year but less than five years	929	299,067	767	2,128
More than five years		608		1,454
Total non-current borrowings	929	299,675	767	3,583

a) Bank borrowings

The book value of the bank borrowings is expressed in euros. The effective interest rate at balance sheet date an 31 December 2012 was 2.57%.

On 2 July 2012 Arseus NV issued bonds for an amount of 225 million euros, the nominal value of the bonds is 1,000 euros. The bonds have a maturity of five years and offer a fixed annual gross interest of 4.75%. The bonds are redeemable at 100% of the nominal value on 2 July 2017.

Arseus NV has also concluded a credit facility of 300 million euros with ING Belgium (Coordinator), KBC Bank, BNP Paribas Fortis and Commerzbank.

The new credit agreement has a term of five years and a revolving credit facility of 300 million euros, divided into two tranches each of 150 million euros. The main covenant of this credit facility is a net financial debt/recurring EBITDA ratio of a maximum of 3.25. As at the closing date of 2012, an amount of 71 million euros had been withdrawn. The interest payable in respect of this loan is a variable interest rate of one to six months.

The interest risk relating to 7o million euros of this loan has been hedged with financial derivatives. The valuation of this instrument is in accordance with a Level 2 method. This implies that the valuation is based on inputs other than the listed prices in active markets such as included in Level 1. The fair values of all derivatives held for hedging purposes are based on valuation methods. These methods maximise the use of detectable market data where available and minimise the impact of the Company's estimates and projections. The interest hedging instruments are valued on the Basis of discounted cash flows. The parameters used for these models are those applicable as at year-end and are therefore classified as Level 2.

The proceeds of the bond issue are used by Arseus NV for the repayment of 250 million euros of the 300 million euros credit facility. The new credit facility of 300 million euros, divided into two tranches of 150 million euros each, at ING Belgium (Coordinator), KBC Bank, BNP Paribas Fortis and Commerzbank and the bond issue of 225 million euros replace the credit facility of 300 million euros that was agreed on 3o August 2007 and amended on 10 December 2010.

The fair value of these financial derivatives at yearend 2012 was 3.749 million euros. The full movement in fair value in 2012 was charged to the result. Arseus has no other financial derivatives.

All financial instruments except the financial derivatives are valued at amortised cost.

As do the borrowing companies, Arseus NV and Arseus Capital NV, the following companies serve as guarantors for the bank loan and bond loan concluded by Arseus:

Company name

Fagron BV

SM Empreendimentos Farmaceuticos Ltda

Spruyt-Hillen BV

ACA Pharma NV

Duo-Med NV

Dutch BioFarmaceutics BV

Arseus Belgie NV

Fagron NV

Fagron GmbH & CO KG

b) Financial leases

Property, plant and equipment include the following amounts where Arseus is a lessee under a financial lease.

(x 1,000 euros)	2012	2011
Cost - capitalised financial leasels	5,749	5,190
Accumulated depreciation	(3,106)	(2,428)
Net amount of assets in leasing	2,643	2,762

The Group's liability regarding financial Leasing is guaranteed as the lessor holds the legal property title of the leased assets.

The net amount of the financial leases concerns the following investments:

(x 1,000 euros)	2012	2011
Machinery and installations	2,602	2,733
Furniture and vehicles	41	29
Net amount of assets in leasing	2,643	2,762

Financial lease liabilities - minimum lease payments:

(x 1,000 euros)	2012	2011
Within one year	480	568
More than one year but less than five years	1,065	896
Total	1,545	1,464
Future financing charges on financial leases	161	163
Present value of financial lease liabilities	1,384	1,301

c) Operating leases

Operating lease liabilities - minimum lease payments:

(x 1,000 euros)	2012	2011
Within one year	7,034	6,752
More than one year but
less than five years	13,605	12,642
More than five years	3,648	4,200
Total	24,287	23,594

The fair values of the bank borrowings and financial Leasing liabilities are calculated based an the present value of the future payments associated with the debt.

24. Other current payables

(x 1,000 euros)	2012	2011
Prepayments	836	1,069
Other payables	42,919	55,253
Accrued expenses	7,723	3,198
Other current payables	51,477	59,521

An amount of 37.858 million euros of the 'Other payables' pertains to amounts to be paid concerning existing participations (subsequent payments) and 5.764 million euros pertains to interest still to be paid in relation to the bond.

Trade payables and other commitments generally have due dates that are close to each other. The reported values approximate the fair values.

25. Contingencies

At the date of this annual financial report, Arseus was not involved in any material disputes. The term `material' in this context is defined as a financial risk exceeding 0.750 million euros.

Arseus is involved in a number of claims, disputes and legal proceedings within the normal conduct of its business. Management believes that these claims, disputes and legal proceedings will not, on aggregate, have a materially adverse impact on Arseus' financial position.

26. Related parties

The overall remuneration package for members of the Executive Committee and the CEO individually, as well as the non-executive directors, for the 2012 and 2011 financial years was as follows.

The variable remuneration component for the 2012 fiscal year is the bonus effectively paid out in 2013.

The Remuneration Committee prepares proposals annually for the remuneration policy and/or other benefits for members of the Executive Committee and the CEO.

In 2007, members of the Board of Directors who do not serve an the Executive Committee obtained 110,000 warrants. As a result of the resignation of two members, this was reduced by 20,000, bringing the number to 90,000. In 2007, Mr Van Jeveren obtained 500,000 warrants, while the other members of the Executive Committee obtained 310,000 warrants. In 2010, Mr Van Jeveren obtained 500,000 stock options, while the other members of the current Executive Committee hold 390,000 stock options. In the context of Article 21 of the Amendment Act of 27 March 2009, the warrants eligible for this were converted into stock options in 2012. In 2012, Mr Van Jeveren obtained 75,000 stock options, while the other members of the Executive Committee obtained 45,000. Mr Van Jeveren also exercised 125,000 stock options, while another member of the Executive Committee exercised 10,000 warrants. The members of the Executive Committee, in the composition in effect on 31 December 2012, together hold 1,685,000 stock options.

(x 1,000 euros)	Fixed remuneration component (1)	Variable remuneration component	Other remuneration component (2)
2011 financial year
Ger van Jeveren, CEO	437	300	24
Executive Committee, including the CEO	1,607	657	48
Non-executive members of the Board of Directors	185
2012 financial year
Ger van Jeveren, CEO	509	450	25
Executive Committee, including the CEO	1,788	1,013	50
Non-executive members of the Board of Directors	230

(1) Costs incurred by Arseus, i.e. the gross amount including any social security contributions.

(2) Includes costs regarding pensions, insurances and the cash value of the other benefits in kind.

27. Business combinations

Arseus completed a number of acquisitions in the 2012 financial year. Full control was acquired of all group companies. As the acquired activities were immediately - in their entirety or to a significant degree - integrated in existing entities of Arseus, their respective contributions to the profit of Arseus have not been reported separately.

Regarding Brazilian company Pharma Nostra Comercial Ltda, acquired in 2011, the final fair value of the assets and liabilities acquired was established, representing an increase in goodwill of 5.012 million euros. The main changes relate to provisions for social and fiscal risks identified during the due diligence process. This goodwill was allocated to the operating company segment Fagron. The fair value of the acquired assets and liabilities is further explained in the following box.

Fair value of the acquired assets and liabilities of Pharma Nostra Comercial Ltda

(x 1,000 euros)
Intangible assets	4
Property, plant and equipment	4,512
Other non-current assets	50
Deferred tax assets	1,755
Inventories	5,824
Trade receivables	5,248
Other receivables	103
Cash	2,104
Total assets	19,600
Financial debts	5,856
Provisions	3,037
Trade payables	4,922
Other current debts	11,264
Net acquired assets	(5,479)
Goodwill	57,186
Total acquisition amount	51,707

In 2012, Polish company Pharma Cosmetic was acquired (integrated in the consolidated financial statement as of January 2012). The acquisition involved a payment of approximately 25.462 million euros, representing an increase in goodwill of 24.142 million euros. This goodwill was fully allocated to the Fagron operating business segment. Regarding the acquired trade receivables of 2.113 million euros, a bad debt provision was created amounting to 0.056 million euros.

The provisional fair value of the acquired assets and liabilities was determined as detailed below.

Fair value of the acquired assets and liabilities of Pharma Cosmetic

(x 1,000 euros)
Intangible assets
Property, plant and equipment	212
Deferred tax assets	251
Inventories	441
Trade receivables	2,057
Other receivables	10
Cash	55
Total assets	3,026
Other non-current debts	13
Trade payables	336
Other current debts	1,357
Net acquired assets	1,320
Goodwill	24,142
Total acquisition amount	25,462

US company B&B Pharmaceuticals Inc was acquired in December 2012. The acquisition involved a payment of approximately 11.204 million euros, representing an increase in goodwill of 10.734 million euros. This goodwill was fully allocated to the Fagron operating segment. Regarding the acquired trade receivables of 0.315 million euros, a bad debt provision was created amounting to 0.015 million euros. The provisional fair value of the acquired assets and liabilities was determined as detailed below.

Fair value of the acquired assets and liabilities of B&B Pharmaceuticals Inc

(x 1,000 euros)
Property, plant and equipment	20
Deferred tax assets	36
Inventories	377
Trade receivables	300
Other receivables	1
Cash	102
Total assets	837
Trade payables	223
Other current debts	143
Net acquired assets	470
Goodwill	10,734
Total acquisition amount	11,204

Fagron also made a number of smaller acquisitions on the pharmaceutical compounding market in Colombia, Brazil, Poland and Denmark in 2012. Besides these acquisitions several other very small companies and activities were acquired.

The total purchase price was 19,677 million euros. The total net assets acquired, before allocation of the acquisition price for these smaller businesses and activities, amounted to 3.775 million euros. Regarding the acquired trade receivables of 3.282 million euros, a bad debt provision was created amounting to 0.141 million euros.

The provisional fair value of the acquired assets and liabilities of these smaller companies was determined as detailed below.

Fair value of the acquired assets and liabilities of other companies

(x 1,000 euros)
Intangible assets	1,606
Property, plant and equipment	770
Other non-current assets	6
Deferred tax assets	434
Inventories	2,451
Trade receivables	3,142
Other receivables	322
Cash	1,170
Total assets	9,901
Provisions	474
Financial debts	6
Trade payables	1,675
Other current debts	3,971
Net acquired assets	3,775
Goodwill	15,902
Total acquisition amount	19,677

The final determination of the fair value of the assets and liabilities from previous minor acquisitions resulted in an adjustment of 0.243 million euros. Furthermore, the total goodwill decreased by 6.741 million due to exchange rate differences, which were mainly due to fluctuations in the Brazilian real.

The fair value of a number of acquired assets and liabilities was determined on a provisional basis. The fair value as stated is provisional because the integration process of the acquired entities and their activities is still ongoing.

At year-end, the Group had an amount of approximately 11.253 million euros in contingencies. These fees payable to former shareholders were determined on the basis of business plans at the time of acquisition.

Any difference between the liabilities as stated and the actual payment is 2.133 million euros for 2012.

The total represents an increase in the goodwill of 49.048 million euros, of which 47.791 million euros was allocated to the Fagron operating segment, (1681 million euros to Corilus, 0.242 million euros to Healthcare Solutions and 0.334 million euros to Healthcare Specialties. To a large extent, the goodwill relates to future profit potential due to operational benefits to be gained, including synergy and scale benefits and efficiency improvements, as well as commercial benefits in the form of access to new markets and realising market leadership in both new and existing markets.

Corilus finalised the acquisition of HealthConnect at the beginning of February 2013. HealthConnect is the market Leader in Belgium in innovative IT projects and integration software for the healthcare sector.

28. Information on the Statutory Auditor, his remuneration and related services

The Company's Statutory Auditor is PricewaterhouseCoopers Bedrijfsrevisoren BCVBA, represented by Peter Opsomer.

(x 1,000 euros)	2012	2011
Audit fee for the Group audit
Arseus Groep	529	419
Audit fee for PricewaterhouseCoopers Bedrijfsrevisoren	219	200
Audit fee for parties related to
PricewaterhouseCoopers Bedrijfsrevisoren	310	235
Additional services rendered by the Statutory Auditor to Arseus
Other engagements linked to the Statutory Auditor's mandate	58	38
Additional services rendered by parties related to the Statutory Auditor
Tax advisory services	101	73
Other services	113	18 o

The item 'Other services', i.e. services other than strictly financial auditing work, relates mainly to due diligence work.

29. Significant events after balance sheet date

In February 2013, Arseus signed an agreement for the acquisition of Belgian company HealthConnect CVBA. This company will be included in Arseus' consolidated financial statement as of January 2013.

30. Additional notes

1. Off-balance sheet rights and liabilities - collateral:


•	Hader SA provided a mortgage registration in the amount of 0.986 million euros in the context of its financing.

2. Arseus NV signed a liability statement an behalf of a number of Dutch subsidiaries, specifically:


•	Arseus BV
•	Arseus Beheer BV
•	Arseus CV
•	Arseus Dental BV
•	Arseus Dental Nederland BV
•	Arseus Lab BV
•	Arseus Medical BV
•	Corilus BV
•	Dutch BioFarmaceutics BV
•	Fagron Brazil Holding BV
•	Fagron BV
•	Fagron Group BV
•	Fagron Services BV
•	Novux Lab BV
•	Pharma Assist BV
•	Spruyt-Hillen BV
•	Steunpunt Apotheek Mierlo-Hout BV
•	Timm Health Care BV
•	Twipe BV

31. List of the consolidated companies


ABC Dental and Pharmaceutical Consultancy NV	Textielstraat 24, 8790 Waregem, Belgium	100%
ACA Pharma NV	Textielstraat 24, 8790 Waregem, Belgium	100%
Alphadent NV	Textielstraat 24, 8790 Waregem, Belgium	100%
ApodanNordic PharmaPackaging A/S	Kigkurren 8M 2. Sal, 2300 Copenhagen, Denmark	100%
APPEG SA	Rue de la Sambre 6, 6032 Charleroi, Belgium	100%
Arseus Beheer BV	Kralingseweg 207-211, 3062 CE Rotterdam, the Netherlands	100%
Arseus België NV	Textielstraat 24, 8790 Waregem, Belgium	100%
Arseus BV	Kralingseweg 207-211, 3062 CE Rotterdam, the Netherlands	100%
Arseus Capital NV	Textielstraat 24, 8790 Waregem, Belgium	100%
Arseus CV	Kralingseweg 207-211, 3062 CE Rotterdam, the Netherlands	100%
Arseus Dental BV	Kralingseweg 207-211, 3062 CE Rotterdam, the Netherlands	100%
Arseus Dental Nederland BV	Cartografenweg 18, 5141 MT Waalwijk, the Netherlands	100%
Arseus Dental Solutions Est SARL	Boulevard Ornano Zac Axe Pleyel 30, 93200 St-Denis, France	100%
Arseus Dental Solutions IDF SAS	Boulevard Ornano Zac Axe Pleyel 30, 93200 St-Denis, France	100%
Arseus Dental Solutions Nord SA	Rue Faubourg de Béthune 90, 59000 Lille, France	100%
Arseus Dental Solutions NV	Textielstraat 24, 8790 Waregem, Belgium	100%
Arseus Dental Solutions Ouest SAS	Boulevard Ornano Zac Axe Pleyel 30, 93200 St-Denis, France	100%
Arseus Dental Solutions Rhône-Alpes SARL	Boulevard Edmond Michelet 13, 69008 Lyon, France	100%
Arseus Dental Solutions SAS	Boulevard Ornano Zac Axe Pleyel 30, 93200 St-Denis, France	100%
Arseus Devroe bvba	Dragonderdreef 5, 8570 Vichte, Belgium	100%
Arseus Hospital NV	Rijksweg 10, 2880 Bornem, Belgium	100%
Arseus Lab BV	Leeuweriklaan 2, 3704 GR Zeist, the Netherlands	100%
Arseus Lab NV	Textielstraat 24, 8790 Waregem, Belgium	100%
Arseus Lab SAS	27 Rue des Frères Lumière, 68000 Colmar, France	100%
Arseus Medical BV	Gelderlandhaven 4, 3433 PG Nieuwegein, the Netherlands	100%
Arseus Medical NV	Textielstraat 24, 8790 Waregem, Belgium	100%
Arseus NV	Textielstraat 24, 8790 Waregem, Belgium	100%
Arseus Tec NV	Textielstraat 24, 8790 Waregem, Belgium	100%
B&B Pharmaceuticals Inc	17200 East Ohio Drive, 80017 Aurora, Colorado, the United States	100%
Bruco Hospital NV	Dragonderdreef 5, 8570 Vichte, Belgium	100%
CMIS BV BA	Mastboomstraat 4, 2630 Aartselaar, Belgium	100%
CMS France Sarl	Boulevard Malesherbes 19, 75008 Paris, France	100%
CMS NV	Mastboomstraat 4, 2630 Aartselaar, Belgium	100%
Corilus BV	Randhoeve 221, 3995 GA Houten, the Netherlands	100%
Corilus Info Santé SA	Rue Gabriel Peri 30, 92700 Colombes, France	100%
Corilus SA	Rue Camille Hubert 23, 5032 Gembloux, Belgium	100%
Dorge Medic SA	Chausse de Nivelles 351, 5020 Temploux, Belgium	100%
Duo-Med NV	Berkenlaan 53, 1840 Londerzeel, Belgium	100%
Dutch BioFarmaceutics BV	Steenovenweg 15, 5708 HN Helmond, the Netherlands	100%
Eurotec Dental GmbH	Forumstraße 12, 41468 Neuss, Germany	100%
Eurotec Dental SAS	Boulevard Ornano Zac Axe Pleyel 30, 93200 St-Denis, France	100%
Fagron a.s.	Holicka 1098/31M, 77200 Olomouc, Czech Republic	73.1%
Fagron Brazil Holding BV	Kralingseweg 207-211, 3062 CE Rotterdam, the Netherlands	100%
Fagron BV	Venkelbaan 101, 2908 KE Capelle aan den IJssel, the Netherlands	100%
Fagron Compounding Services NV	Woestijnstraat 53, 2880 Bornem, Belgium	100%
Fagron GmbH & Co	KG Von-Bronsart-Straße 12, 22885 Barsbüttel, Germany	100%
Fagron Group BV	Kralingseweg 207-211, 3062 CE Rotterdam, the Netherlands	100%
Fagron Holding USA LLC	Orange street 1209, New Castle County, the United States	100%
Fagron Iberica SAU	Carrer de Josep Tapiolas 150, 08226 Terrassa, Spain	100%
Fagron Inc.	2400 Pilot Knobroad, 55120 St. Paul, the United States	100%
Fagron Italia SrL	Via Del Fonditore 4/4, 40138 Bologna, Italy	100%
Fagron Nordic A/S	Kigkurren 8M 2. Sal, 2300 Copenhagen, Denmark	100%
Fagron NV	Textielstraat 20, 8790 Waregem, Belgium	100%
Fagron Poland Sp. z o.o	Albatrosów 1,30-176 Krakau, Poland	100%
Fagron SAS	Rue Gabriel Peri 30, 92700 Colombes, France	100%
Fagron Services BV	Molenwerf 13, 1911 DB Uitgeest, the Netherlands	100%
Fagron Services BVBA	Industrieweg 2, 2850 Boom, Belgium	100%
Fagron Sarl	Intendente Neyer 924, Beccar, Partido de San Isidro. Provincia de Bs.As, Argentina	100%
Fagron UK Ltd 1	Pink Lane First Floor, NE1 DW Newcastle upon Tyne, the United Kingdom	100%
Flores e Ervas Comercio Farmaceutico Ltda	Estrada Vicente Bellini, N° 175 13.427-225 Piracicaba City, Brazil	100%
GJD NV	Ieperstraat 30, 8930 Menen, Belgium	100%
GSM Dentaire Sarl	77 Quater, Rue de Point du Jour, 92100 Boulougne Bilancourt, France	100%
HL-Technology SA	Rue Jardinière 153, 2300 La Chaux-de-Fonds, Switzerland	100%
Medical Universal SAS	Boulevard Ornano Zac Axe Pleyel 30, 93200 St-Denis, France	100%
Multident GmbH	Pelikanplatz 25, 30177 Hannover, Germany	100%
Nolte GmbH	Von Bronsart Strase 12, 22885 Barsbüttel, Germany	100%
Novux Lab BV	Leeuweriklaan 3, 3705 GR Zeist, the Netherlands	100%
Orbus Farma Ltda	Calle 95 47A-28 Bogata, Colombia	100%
Owandy Benelux Sprl	Chaussée Bara 68, 1420 Braine L'Alleud, Belgium	100%
Owandy Iberia S1 U	Centro bbc Barajas c/jerez de los cabalieros 2, 28042 Madrid, Spain	100%
Owandy Inc	192 Lexington Avenue Suite 1101, 10016 NY New York, the United States	100%
Owandy Radiologie Italia Srl	Via del Guado 57, 20033 MI Desio, Italy	100%
Owandy SAS	Le Coruscant 2, Rue des Vieilles Vignes, 77183 Croissy Beaubourg,	100%
	France
Pharma Assist BV	Dieselstraat 3, 7903 AR Hoogeveen, the Netherlands	100%
Pharma Cosmetic K.M. Adamowicz Sp. z o.o	Ul. Pasternik 26, 31-354 Krakau, Poland	100%
Pharmaflore SA	Rue Botrieux 7, 7864 Lessines (Deux-Acren), Belgium	100%
PPH Galfarm Sp.z o.o	ul.Przemyslowa, 12 30-701 Kraków, Poland	100%
Slovgal s.r.o	Štúrova 19, 058 01 Poprad, Slovakia	100%
SM Empreendimentos Farmaceuticos Ltda	Rua Jurupari, 803 - Jardim Oriental, 04348-070 São Paulo, Brazil	100%
Spruyt-Hillen BV	Tinbergenlaan 1, 3401 MT Ijsselstein, the Netherlands	100%
Steunpunt Apotheek Mierlo-Hout BV	Steenovenweg 15, 5708 HN Helmond, the Netherlands	100%
Timm Health Gare BV	Lorentzlaan 4, 3401 MX IJsselstein, the Netherlands	100%
Twipe BV	Kralingseweg 207-211, 3062 CE Rotterdam, the Netherlands	100%
Unit Dose Pack BV	Eijkenakker 12, 5571 SL Bergeijk, the Netherlands	51%
Van Beek Medical BV	Zeilmakersstraat 31, 8601 WT Sneek, the Netherlands	100%
Van Hopplynus Ophtalm SA	Rijksweg 10, 2880 Bornem, Belgium	100%
Zenith Pharmaceuticals Cyprus Ltd	Doma Building Arch Makarios III Avenue 227, 3105 Limassol, Cyprus	100%

Report of the Statutory Auditor to the general meeting of shareholders concerning the consolidated financial statement for the financial year ended 31 December 2012

Pursuant to the legal requirements, we report to you in the context of our appointment as statutory auditor. This report includes our opinion on the consolidated financial statement for the financial year ended 31 December 2012, as defined below, and also includes our report on other requirements stipulated by legislation and regulation.

Report on the consolidated financial statement

We audited the consolidated financial statement of Arseus NV ("the Company") and its subsidiaries (together "the Group"), prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium. This consolidated financial statement includes the consolidated income statement, the consolidated statement of realised and unrealised gains and losses, the consolidated balance sheet, the consolidated statement of changes in equity and the consolidated cash flow statement for the year then ended, as well as explanatory notes which contain an overview of the main accounting policies used and other disclosures. The consolidated balance sheet total was EUR (000) 748,894 and the consolidated income statement shows a profit for the financial year, Group share, of EUR (000) 43,906.

Responsibility of the Board of Directors for preparation of the consolidated financial statement

The Board of Directors is responsible for preparing a consolidated financial statement which presents a true and fair view in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium and for implementing the internal control it deems necessary for preparing a consolidated financial statement which does not contain any material misstatements resulting from fraud or error.

Responsibility of the statutory auditor

It is our responsibility to express an opinion on this consolidated financial statement on the basis of our audit. We performed our audit in accordance with international audit standards. These standards dictate that we comply with ethical requirements and that we plan and perform the audit in order to obtain a reasonable degree of certainty that the consolidated financial statement does not contain any material misstatements.

An audit involves procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statement. The selection of these procedures depends on the statutory auditor's judgement, including his assessment of the risks that the consolidated financial statement contains material misstatements, whether due to fraud or error. In making this risk assessment, the statutory auditor takes into account the Group's internal control which is relevant for the company's preparation of the consolidated financial statement, which gives a true and fair view, in order to design audit procedures which are appropriate in the given circumstances but which are not aimed at giving an opinion on the internal control of the Group. An audit also includes an evaluation of the suitability of the accounting policies used, the reasonableness of the estimates made by the management body, as well as an evaluation of the presentation of the consolidated financial statement as a whole. We obtained the clarification and information required for our audit from the responsible officers and from the Board of Directors of the company.

We are of the opinion that the audit evidence obtained by us is adequate and appropriate on which to base our unmodified opinion.

Unqualified opinion

In our opinion, the consolidated financial statement gives a true and fair view of the Group's net worth and financial position as of 31 December 2012 and of its consolidated results and consolidated cash flows for the year then ended, in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium.

Report on other legal and regulatory requirements

The Board of Directors is responsible for the preparation and contents of the annual report]. on the consolidated financial statement.

In the context of our appointment, it is our responsibility to investigate compliance with specific legal and administrative regulations. On the basis of which we include the following disclosure, which does not affect our opinion on the consolidated financial statement:

The annual report on the consolidated financial statement discusses the information required by law and is in accordance with the consolidated financial statement. However, we are not in a position to express an opinion on the description of the principal risks and uncertainties facing the Group, the state of its affairs, its forecast development, or the significant impact of certain events on its future development. Nevertheless, we can confirm that the information provided is not in obvious contradiction with the information we have acquired in the context of our appointment.

Ghent, 12 April 2013

**The statutory auditor

PwC Bedrijfsrevisoren bcvba

Represented by

Peter Opsomer BVBA**

Represented by

Peter Opsomer, Statutory Auditor

PwC Bedrijsrevisoren cvba, burgerlijke vennootschap met handelsvorm - PwC Reviseurs d'Entreprises scrl, société civile à forme commerciale - Financial Assurance Services

Maatschappelijke zetel/Siège social: Woluwe Garden, Woluwedal18, B-1932 Sint-Stevens-Woluwe Vestigingseenheid/Unité détablissement: Wilsonplein 5 G, B-9000 Gent

T: +32 (0) 9 268 82 11, F: +32 (0) 9 268 82 99, www.pwc.com

BTW/TVA BE 0429.501.944/RPR Brussel - RPM Bruxelles/ING BE43 3101 3811 9501 - BIC BBRUBEBB/RBS BE89 7205 4043 3185 - BIC ARNABEBR

Statutory financial statement

Condensed stand-alone income statement Arseus NV

(x 1,000 euro)	2012	2011
Operating income	4,251	2,490
Turnover
Other operating income	4,251	2,490
Operating charges		2,977
Trade goods, raw materials and consumables
Services and other goods	4,552	2,781
Remuneration, social security and pensions	356	166
Depreciation and amortisation	29	29
Provisions for risks and expenses	6,769
Other operating expenses		1
Operating profit	-7,461	-487
Financial result	29,289	14,926
Profit from ordinary activities before taxes	21,828	14,439
Exceptional result
Profit for the financial year before taxes	21,828	14,439
Taxes on the result
Net profit for the financial year	21,828	14,439

Condensed stand-alone Balance sheet Arseus NV

(x 1,000 euro)	2012	2011
Fixed assets		400,115
Formation expenses
Intangible assets		29
Property, plant and equipment
Financial assets	400,086	400,086
Current assets		94,909
Debtors due after one year	69,569	69,569
Inventories and orders in execution
Debtors due within one year	36,265	3,621
Investments	6,349	9,801
Cash at bank and in hand	225	11,855
Deferred charges and accrued income	11	63
Total assets	512,505	495,024
Capital and reserves	336,555	333,130
Capital	320,602	320,023
Share premiums	41	12
Legal reserves	4,247	3,156
Unavailable reserves	5,552	9,207
Available reserves	6,113	732
Profit carried forward
Provision and deferred tax	6,769
Provision for other risks	6,769
Creditors	169,181	161,894
Creditors due after one year	131,000
Creditors due within one year	38,166	161,630
Deferred charges and accrued income	15	264
Total liabilities	512,505	495,024

Appropriation of Profits Arseus NV

(x 1,000 euro)	2012	2011
Profit to be appropriated	21,828	14,627
Profit for the year to be appropriated	21,828	14,439
Profit carried forward from the previous financial year		188
Transfers from capital and reserves	203	1,358
To the reserves	203	1,358
Transfers to capital and reserves	3,021	925
To statutory reserves	1,091	722
To other reserves	1,930	203
Result to be carried forward
Profit to be carried forward
Profit to be distributed as dividends	19,010	15,060
Dividend	19,010	15,060

Accounting policies

The accounting policies used for the stand-alone statutory financial statement of Arseus NV are in accordance with the KB of 31.01.2001 implementing the Belgian Companies Code.

Statutory financial statement of Arseus NV

As required by article 105, Belgian Companies Code, this annual report contains a condensed version of the statutory financial statement of Arseus NV. The annual report and the Statutory Auditor's report will be filed and will be available for inspection at the Company's registered seat.

The Statutory Auditor expressed his unqualified opinion on the statutory financial statement of Arseus NV over financial year 2012.

Alphabetical terminology list

In addition to the terms as defined in IFRS, this annual report also includes other terms. These "alternative performance indicators" are defined below. The IFRS terminology is in italics.


Operating cash flow:	EBITDA, "Earnings Before Interests, Taxes, Depreciations and Amortisations", Result of operating activities plus depreciations and amortisations.
Operating result:	Result of operating activities, EBIT ("Earnings Before Interests and Taxes")
Gross margin:	Net turnover less acquired trade goods, raw materials and auxiliary materials and adjusted for change in inventories and WM, as a percentage of net turnover
EBIT:	"Earnings Before Interests and Taxes", Profit (loss) from operating activities
EBITDA:	'Earnings Before Interests, Taxes, Depreciations and Amortisations', Profit (loss) from operating activities plus depreciations and amortisations, operating cash flow
EBT:	"Earnings Before Taxes", Profit before taxes, Profit (loss) from operating activities after net financing costs
Financial result:	Net financing costs, result of financing income and financing costs
Gearing ratio:	Net financial debt as percentage of total Equity, "gearing"
Net capex:	Net capital expenditure, Capital expenditure (investments) and produced assets less turnover of investment goods and investment goods taken out of service
Net financial debt:	The sum of current and non current interest bearing borrowings plus derivative financial instruments and less cash and cash equivalents
Net turnover:	Revenue
Non-recurring items:	One-off charges not related to ordinary operations
Net result:	Profit (loss) for the reporting period, consolidated result
REBIT:	"Recurring Earnings Before Interests and Taxes", Profit (loss) from operating activities adjusted for non-recurring items
REBITDA:	"Recurring Earnings Before Interests, Taxes, Depreciations and Amortisations", Profit (loss) from operating activities plus depreciations and amortisations and adjusted for all non-recurring items
Recurring net result:	Profit (loss) for the reporting period, adjusted for non-recurring items
Recurring net operating cash flow:	Profit (loss) for the reporting period plus depreciations and amortisations and adjusted for all non-recurring items
Recurring operating cash flow:	Profit (loss) from operating activities plus depreciations and amortisations and adjusted for all non-recurring items
Working capital:	Inventories + Trade receivables - Trade payables

Forward-looking statements caution

This annual report may contain forward-looking statements. Forward-looking statements are statements that are not historical facts, containing information such as, but not limited to, communications expressing or implying beliefs, expectations, intentions, forecasts, estimates or predictions (and the assumptions on which they are based) on the part of Arseus. Forward-looking statements by definition involve risks and uncertainties. The actual future results or circumstances may therefore differ materially from those expressed or implied in forward-looking statements. Such a difference may be caused by a range of factors (such as, but not limited to, evolving statutory and regulatory frameworks within which Arseus operates, claims in the areas of product liability, currency risk, etcetera). Any forward-looking statements contained in this annual report are based on information available to the management of Arseus at date of publication. Arseus cannot accept any obligation to publish a formal notice each time changes in said information occur or if other changes or developments occur in relation to forward-looking statements contained in this annual report.

AI assistant

Fagron N.V. — Annual Report 2012

3949_rns_2014-10-02_05b2ef9e-410b-469c-a5e9-8fcbf2477d51.html

Arseus NV

Waregem

Konzernabschluss zum Geschäftsjahr vom 01.01.2012 bis zum 31.12.2012

Financial Annual Report 2012

Statement

Consolidated financial statement

Consolidated Balance sheet

Consolidated cash flow statement

Notes to the consolidated financial statement

1. General information

2. Financial reporting principles

3. Risk Management

4. Critical accounting estimates and judgments

5. Segment information

6. Turnover

7. Other operating income

8. Employee benefit expenses

9. Depreciation and amortisation

10. Other operating expenses

11. Financial result

12. Income tax expenses

13. Earnings per share

14. Intangible assets

15. Property, plant and equipment

16. Financial assets and other non-current assets

17. Taxes, remuneration and social security

18. Inventories

19. Trade receivables, other receivables, and cash and cash equivalents

20. Equity

21. Provisions

22. Pension obligations

23. Financial debts and financial instruments

24. Other current payables

25. Contingencies

26. Related parties

27. Business combinations

28. Information on the Statutory Auditor, his remuneration and related services

29. Significant events after balance sheet date

30. Additional notes

31. List of the consolidated companies

Report of the Statutory Auditor to the general meeting of shareholders concerning the consolidated financial statement for the financial year ended 31 December 2012

Report on the consolidated financial statement

Statutory financial statement

Alphabetical terminology list

Forward-looking statements caution

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Fagron N.V. Annual Report 2012