Fagron N.V. - Annual Report 2013 | FinancialReports.eu

Publication

Arseus NV

Waregem

Konzernabschluss zum Geschäftsjahr vom 01.01.2013 bis zum 31.12.2013

FINANCIAL ANNUAL REPORT 2013

Consolidated financial statements


	Statement
	Consolidated income statement
	Consolidated statement of comprehensive income
	Consolidated statement of financial position
	Consolidated statement of changes in equity
	Consolidated statement of cash flows


1.	Notes to the consolidated financial statements 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.	Discontinued operations
14.	Earnings per share
15.	Intangible fixed assets
16.	Property, plant and equipment
17.	Financial assets and other non-current assets
18.	Taxes, remuneration and social security
19.	Inventories
20.	Trade receivables, other receivables, and cash and cash equivalents
21.	Assets held for sale and related liabilities
22.	Equity
23.	Provisions
24.	Pension obligations
25.	Financial debts and financial instruments
26.	Other current payables
27.	Contingencies
28.	Related parties
29.	Business combinations
30.	Discontinued operations
31.	Information on the Statutory Auditor, his remuneration and related services
32.	Significant events after the reporting period
33.	Additional notes
34.	List of the consolidated companies

Statutory Auditor's Report


	Statutory financial statements
	Condensed stand-alone income statement Arseus NV
	Condensed stand-alone balance sheet Arseus NV
	Appropriation of profits Arseus NV

Alphabetical terminology list

Consolidated financial statements

The Report of the Board of Directors and Corporate Governance Statement, as reported before, are an integral part of the consolidated financial statements.

Statement

We declare that, to the best of our knowledge, the consolidated financial statement for the year ended 31 December 2013, 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

28 March 2014

Ger van Jeveren, CEO

Jan Peeters, CFO

Consolidated income statement

(x 1,000 euros)	Note	2013	2012 Restated1
Operating income		387,178	337,787
Turnover	6	386,119	337,500
Other operating income	7	1,059	287
Operating expenses		313,269	283,998
Trade goods		155.518	148.395
Services and other goods		59,512	52,626
Employee benefit expenses	8	83,429	69,225
Depreciation and amortisation	9	14,134	13,666
Other operating expenses	10	676	87
Operating profit		73,909	53,788
Financial income	11	2,451	1,309
Financial expenses	11	(23,782)	(11,702)
Profit before income tax		52,578	43,396
Taxes	12	8,795	(7,490)
Profit for the year from continuing operations		43,783	50,886
Profit (loss) for the year from discontinued operations (attributable to equity owners of the company)	13	(75,813)	(7,065)
Profit (loss) for the year		(32,030)	43,821
Profit (loss) attributable to:
Equity holders of the company (net result)		(32,102)	43,906
Non-controlling interest		72	(85)
Profit (loss) for the year		(32,030)	43,821
Earnings (loss) per share from continuing and discontinued operations attributable to owners of the parent during the year
Profit (loss) for the year per share (in euros)	14	(1.05)	1.44
From continuing operations	14	1.43	1.67
From discontinued operations	14	(2.47)	(0.23)
Diluted profit (loss) for the year per share (in euros)	14	(1.03)	1.42
From continuing operations	14	1.41	1.64
From discontinued operations	14	(2.44)	(0.23)
Recurring net profit per share (in euros)	14	1.30	1.62
Diluted recurring net profit per share (in euros)	14	1.28	1.59

1 The income statement of 2012 is restated for the application of IFRS 5 and IAS 19 Revised and the presentation of financial income and financial expenses.

Consolidated statement of comprehensive income

(x 1,000 euros)	Note	2013	2012 Restated2
Profit for the year		(32,030)	43,821
Other comprehensive income:
Items that will not be reclassified to profit or loss
Remeasurements of post employment benefit obligations	24	137	(1,536)
Items that may be subsequently reclassified to profit or loss
Currency translation differences		(22,896)	(9,030)
Other comprehensive income from the year, net of tax		(22,759)	(10,566)
Total comprehensive income for the year		(54,789)	33,255
Attributable to:
Equity holders of the company		(54,651)	33,284
Non-controlling interest		(138)	(29)
Total comprehensive income for the year		(54,789)	33,255
Total comprehensive income for the year attributable to equity holders of the company:
From continuing operations		21,162	40.349
From discontinued operations	13	(75,813)	(7,065)
		(54,651)	33,284

2 The statement of comprehensive income of 2012 is restated for the application of IFRS 5 and IAS 19 Revised.

Consolidated statement of financial position

(x 1,000 euros)	Note	31 December 2013	31 December 2012 Restated	1 January 2012 Restated3
Non-current assets		492,100	511,287	446,376
Intangible assets	15	400,587	417,866	367,069
Property, plant and equipment	16	47,454	59,255	57.150
Financial assets	17	867	843	819
Deferred tax assets	18	28,292	32,296	20,368
Other non-current assets	17	14,900	1,027	969
Current assets		236,536	237,607	233,856
Inventories	19	58,917	85,963	76,643
Trade receivables	20	29,611	62,993	75,956
Other receivables	20	19,137	16,299	11,407
Cash and cash equivalents	20	128,871	72,352	69,850
Assets held for sale	21	76,057
Total assets		804,693	748,894	680,232
Equity	22	155,168	245,186	221,790
Shareholders equity (parent)		170,050	246,984	227,014
Treasury shares		(18,495)	(5,552)	(9,004)
Non-controlling interest		3,613	3,754	3,780
Non-current liabilities		389,097	315,337	11,397
Provisions	23	9,197	3,519	1,051
Pension obligations	24	4,286	4.999	2.546
Deferred tax liabilities	18	4,451	2,466	1,932
Borrowings	25	368,698	300,604	4,350
Financial instruments	25	2,463	3,749	1,517
Current liabilities		230,364	188,371	447,045
Borrowings	25	55,004	4,865	254,057
Financial instruments	25			1,935
Trade payables		55,551	97.641	94,194
Taxes, remuneration and social security	18	28,842	34.389	37,338
Other current payables	26	90,968	51,477	59,521
Liabilities directly associated with assets classified as held for sale	21	30,064
Total liabilities		649,525	503,708	458,442
Total equity and liabilities		804,693	748,894	680,232

3 The opening and closing financial position of 2012 is restated for the application of IAS 19 Revised.

Consolidated statement of changes in equity

(x 1,000 euros)	Note	Share capital & share premium	Other reserves	Treasury shares	Retained earnings	Total	Non-con- trolling interest	Total equity
Balance at 1 January 2012 (as previously reported)		317,527	(199,085)	(9,004)	107,232	216,670	3,783	220,452
Effect of changes in accounting policies			1,338			1,338		1,338
Balance at 1 January 2012 (restated) 4		317,527	(197,747)	(9,004)	107,232	218,008	3,783	221,790
Profit for the year					43.906	43.906	(85)	43.821
Other comprehensive income for the year, net of income tax			(10,622)			(10,622)	56	(10,566)
Total comprehensive income for the year		317,527	(208,369)	(9,004)	151,138	251,292	3,753	255,045
Capital increase		608				608		608
Purchase of treasury shares				3,451		3,451		3,451
Result on treasury shares 5				1,290		1,290		1,290
Dividends					(15,228)	(15,228)		(15,228)
Share-based payments4,5			20			20		20
Balance at 31 December 2012 (restated)		318,134	(208,349)	(4,263)	135,910	241,432	3,753	245,186
Profit for the year					(32,102)	(32,102)	72	(32,030)
Other comprehensive income for the year, net of income tax			(22,550			(22,550	(209)	(22.759)
Total comprehensive income for the year		318,134	(230,899)	(4,263)	103,808	186,781	3,615	190,396
Capital increase	22	793				793		793
Purchase of treasury shares	22			(12,942)		(12,942)		(12,942)
Result on treasury shares	22			(4.637)		(4.637)		(4.637)
Dividends	22				(18,842)	(18,842)		(18,842)
Share-based payments	22		400			400		400
Balance at 31 December 2013		318,927	(230,499)	(21,842)	84,966	151,553	3,615	155,168

4 The opening and closing balance of 2012 and the other comprehensive income for the year net of income tax of 2012 is restated for the application of IAS 19 Revised.

5 2012 presentation of result on treasury shares has been changed from 'other reserves' to 'treasury shares'.

Consolidated statement of cash flows

(x 1,000 euros)	2013	2012
Operating activities
Profit before income tax	(21,618)	43,136
Paid taxes	(10,299)	(10,728)
Adjustments for financial items	25,018	14,928
Total adjustments for non-cash items	79,751	16,897
Total changes in working capital	(9,774)	3,511
Total cash flow from operating activities	63,078	67,744
Investment activities
Capital expenditure	(15,822)	(19,480)
Investments in existing shareholdings (subsequent payments) and in new holdings	(101,317)	(65.388)
Proceeds from disposal of available-for-sale financial assets	53,606
Total cash flow from investing activities	(63,533)	(84,868)
Financing activities
Capital increase	794	608
Purchase of treasury shares	(18,252)	471
Dividends paid	(18,766)	(15,300)
New borrowings	129,161	302,127
Reimbursement of borrowings	(7,009)	(254,551)
Interest received	1,166	919
Interest paid	(20,569)	(10,446)
Total cash flow from financing activities	66,525	23,827
Total net cash flow for the period	6609	6,702
Cash and cash equivalents - start of the period	72,352	69,850
Gains or losses on exchange on liquid assets	(3,009)	(4,200)
Cash and cash equivalents-end of the period	135,412	72,352
Change in cash and cash equivalents	66,069	6,702
Cash flows from discontinued operations
Cash flow from operating activities	(3,026)	7,980
Cash flow from investing activities	(5,399)	(8,766)
Cash flow from financing activities	3,688	(4,576)
Total net cash flow from discontinued operations	(4,737)	(5,362)

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 statements

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 three 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 By. 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 28 March 2014.

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 have been endorsed by the European Union and are mandatory for the first time for the financial year beginning 1 January 2013:


•	Amendments to IAS 1 'Presentation of financial statements', effective for annual periods beginning on or after 1 July 2012. The amendment changes the disclosure of items presented in other comprehensive income (OCI) in the statement of comprehensive income.
•	IAS 19 Revised 'Employee benefits', effective for annual periods beginning on or after 1 January 2013. Through these amendments significant changes are made to the recognition and measurement of defined benefit pension expense and termination benefits, and to the disclosures for all employee benefits.
•	Amendments to IFRS 7 'Disclosures - Offsetting financial assets and financial liabilities', effective for annual periods beginning on or after 1 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 13 'Fair value measurement', effective for annual periods beginning on or after 1 January 2013. The new standard explains how to measure fair value for financial reporting.
•	'Annual improvements' with minor amendments to five standards for 2013 year ends including IFRS 1, 'First time adoption of IFRS', IAS 1, 'Presentation of financial statements', IAS 16, 'Property, plant and equipment', IAS 32, 'Financial instruments: Presentation' and IAS 34, 'Interim financial reporting'.

IAS 19 Revised changes the accounting for defined benefit plans and termination benefits. The most significant change relates to the accounting for changes in defined benefit obligations and plan assets, all actuarial gains and losses are recognised immediately through other comprehensive income. These changes have had an impact on the amounts recognised in other comprehensive income, the financial position and statement of changes in equity in prior years. Further details are provided in note 24. The other amendments mainly had an impact on the presentations and the disclosures of the notes to the financial statements.

The following new standards, amendments to standards and interpretations have been endorsed by the European Union and are mandatory for the first time for the financial year beginning 1 January 2013, but do not apply to the group's activities:


•	Amendments to IFRS 1 'First-time adoption of IFRSs' related to severe hyperinflation and the removal of fixed dates for first-time adopters. These amendments are effective on or after i January 2013.
•	Amendments to IFRS 1 'First-time adoption of IFRSs' related to government loans, dealing with loans received from governments at a below market rate of interest, give first-time adopters of IFRSs relief from full retrospective application of IFRSs when accounting for these loans on transition. These amendments are effective for annual periods beginning on or after 1 January 2013.
•	Amendments to IAS 12 'Deferred taxes', effective on or after 1 January 2013. The amendments provide a practical approach for measuring deferred tax liabilities and deferred tax assets when investment property is measured using the fair value model.
•	IFRIC 20 'Stripping costs in the production phase of a surface mine', effective for annual periods beginning on or after 1 January 2013. IFRIC 20 sets out the accounting for overburden waste removal (stripping) costs in the production phase of a mine. The interpretation may require mining entities to write off existing stripping assets to opening retained earnings if the assets cannot be attributed to an identifiable component of an ore body.

The following new standards and amendments to standards 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 2013:


•	IAS 27 Revised 'Separate financial statements', effective for annual periods beginning on or after 1 January 2014. The revised standard includes the provisions on separate financial statements that are left after the control provisions of IAS 27 have been included in the new IFRS 10.
•	IAS 28 Revised 'Investments in associates and joint ventures', effective for annual periods beginning on or after 1 January 2014. The revised standard now includes the requirements for joint ventures, as well as associates, to be equity accounted following the issue of IFRS 11.
•	IFRS 10 'Consolidated financial statements', effective for annual periods beginning on or after 1 January 2014. The new standard builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements.
•	IFRS 11 Joint arrangements', effective for annual periods beginning on or after 1 January 2014. The new standard focuses on the rights and obligations rather than the legal form. Proportional consolidation is no longer allowed.
•	IFRS 12 'Disclosure of interests in other entities', effective for annual periods beginning on or after 1 January 2014. This is a new standard on disclosure requirements for all forms of interests in other entities.
•	Amendments to IFRS 10 'Consolidated financial statements', IFRS 11 'Joint arrangements' and IFRS 12 'Disclosure of interests in other entities'. The amendments clarify the transition guidance in IFRS 10, and provide additional transition relief (for example by limiting the requirement to provide adjusted comparative information to only the preceding comparative period or, for disclosures related to unconsolidated structured entities, removing the requirement to present comparative information for periods before IFRS 12 is first applied). These amendments will be effective for annual periods beginning on or after 1 January 2014 which is aligned with the effective date of IFRS 10, 11 and 12.
•	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 IAS 36 'Impairment of assets', effective for periods beginning on or after 1 January 2014. The IASB made consequential amendments to the disclosure requirements of IAS 36 when it issued IFRS 13. One of the amendments was drafted more widely than intended. This limited scope amendment corrects this and introduces additional disclosures about fair value measurements when there has been impairment or a reversal of impairment.
•	Amendments to IAS 39 'Financial instruments: Recognition and measurement', effective for annual periods beginning on or after 1 January 2014. These amendments provide relief from discontinuing hedge accounting when novation of a derivative designated as a hedging instrument meets certain criteria. Similar relief will be included in IFRS 9 `Financial instruments'.
•	Amendments to IFRS 10 'Consolidated financial statements', IFRS 12 'Disclosure of interests in other entities' and IAS 27 'Separate financial statements' for investment entities. Effective for annual periods beginning on or after 1 January 2014. The amendments give an exemption to entities that meet an 'investment entity' definition and which display certain characteristics to account for its subsidiaries at fair value.

Management do not anticipate that these new standards, amendments to standards and interpretations will have a significant impact on the group's consolidated financial statements.

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

The following new standard, amendments to standards and interpretation have been issued, but are not mandatory for the first time for the financial year beginning i January 2013 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.
•	IFRIC 21 'Levies', effective for periods beginning on or after 1 January 2014. IFRIC 21 sets out the accounting for a liability to pay a levy if that liability is within the scope of IAS 37. It also addresses the accounting for a liability to pay a levy whose timing and amount is certain.
•	'Annual improvements' with minor amendments to eight standards and is effective for periods beginning on or after 1 July 2014. The amendments relate to IFRS 2 'Definition of vesting condition, IFRS 3 Accounting for contingent consideration in a business combination', IFRS 8 'Aggregation of operating segments', `IFRS 8 'Reconciliation of the total of the reportable segments' assets to the entity's assets', IFRS 13 Short-term receivables and payables', IAS 7 'Interest paid that is capitalised', IAS 16/IAS 38 `Revaluation method-proportionate restatement of accumulated depreciation', IAS 24 'Key management personnel'.
•	'Annual improvements' in response to four issues addressed during the 2011-2013 cycle and is effective for periods beginning on or after 1 July 2014. The amendments include IFRS 1 'Meaning of effective IFRSs', IFRS 3 'Scope exceptions for joint ventures', IFRS 13 'Scope of paragraph 52 (portfolio exception)' and IAS 40 'Clarifying the interrelationship of IFRS 3 Business Combinations and IAS 40 Investment Property when classifying property as investment property or owner-occupied property'.
•	Amendment to IAS 19 'Defined benefit plans', effective for periods beginning on or after 1 July 2014. The amendment seeks clarification for the accounting of employee contributions set out in the formal terms of a defined benefit plan.
•	Amendment to IFRS 9 'financial instruments' on general hedge accounting, effective date to be determined. The amendment incorporates the new general hedge accounting model which will allow reporters to reflect risk management activities in the financial statements more closely as it provides more opportunities to apply hedge accounting.

Management do not anticipate that these new standards, amendments to standards and interpretations will have a significant impact on the group's consolidated financial statements. 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 year-end 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


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 on the acquisition date. Goodwill on 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 on goodwill are never reversed. Gains and losses on 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 on 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 straight-line 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 or 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 not held for trading and 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 on 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 longer 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.

Non-current assets held for sale

Non current assets and disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale transaction than through continuing use. Non-current assets and disposal groups only classify as held for sale when the following criteria are met:


•	the asset (or disposal group) is available for immediate sale;
•	sale is highly probable;
•	management must be committed to the sale;
•	sale is expected to be completed within one year fromthe date of classification.

When Arseus is committed to a sale plan in involving loss of control of a subsidiary, all of the assets and liabilities of that subsidiary are classified as held for sale when the criteria described above are met, regardless of whether Arseus will retain a non-controlling interest in its former subsidiary after the sale.

Non current assets (and disposal groups) classified as held for sale are measured at the lower of their previous carrying amount and fair value less costs to sell.

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. 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 are recognised immediately through other comprehensive income.

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.

Taxation

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 on identifying all major risks, on developing plans to prevent and manage these risks, and on 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 on 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 on 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-to-day operations. The most important credit facility of 300 million euros had a term until 30 August 2012. Arseus NV concluded a credit facility of 150 million euros, in July 2012. The credit agreement has a term of five years. 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 2013, the net financial debt/annualised recurring EBITDA ratio was 2.61 (2012: 2.64) and therefore more than satisfied the condition of a debt ratio of maximum 3.25 as agreed in the credit agreement. In addition Arseus concluded two bridge loans, one of 50 million euros and one of 7o million US dollars. Both bridge loans have a maturity date of April 30, 2014. Early 2014, Arseus expects to attract new funding, before the bridge loans expire.

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 on Euronext Brussels under ISIN code BE0002180462 on 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 on 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 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 on 30 August 2007 and amended on 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 on 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 by approximately 69 thousand euros after taxes (2012: 75 thousand euros). 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 on 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 on its profits. Exchange rate risk is the result on the one hand of several entities of Arseus operating in a functional currency other than euros and on 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 2013, these entities collectively represent just over 44% of the consolidated turnover and over 60% 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 0.771 million euros (0.942 million euros), whereas the impact on equity would amount to 9.627 million euros (11.766 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 1.924 million euros (2.351 million euros). The impact on equity would amount to 2.667 million euros (3.259 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 0.485 million euros (0.592 million euros). The impact on equity would amount to 4.069 million euros (4.973 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 2013, the cumulative revaluation of financial derivatives amounted to -2.463 million euros (2012: -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 on 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. The recoverable amount of cash flow generating units is determined on the basis of value-in-use calculations. These calculations require the application of estimates. The book value of goodwill as at 31 December 2013 was 371.630 million euros (2012: 382.481 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 18.

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 2013 was 4.286 million euros (2012 Restated: 4.999 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 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 three segments are Fagron, Corilus and HL Technology. This is in accordance with IFRS 8, which states that the operational segments must be determined on the basis of the components that the Executive Committee applies to assess the performance of the operational activities and on which the decisions are based.

Arseus is organised into three 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 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 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.	HL Technology develops and produces innovative healthcare devices. The Swiss based HL Technology operates in the segment of orthopaedic instruments, MedTech- dentistry and other precision components for the dental and medical orthopaedic industry.

The segment results for continued operations for the reporting period ending 31 December 2013 are as follows:

2013 (x 1,000 euros)	Fagron	Corilus	HL Technology	Unallocated	Total
Total turnover	335,033	43,458	8.693		387,184
Intersegment turnover	(47)	(50)	(967)		(1,065)
Turnover	334,986	43,408	7,726		386,119
Operating result per segment	77,992	7,591	(1,303)	(10,371)	73,909
Financial result					(21,331)
Profit before taxes					52,578
Income tax expenses					(8,795)
Profit for the period					43,783

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

2012 (x 1,000 euros)	Fagron	Corilus	HL Technology	Unallocated	Total
Total turnover	290,123	38,091	10,354		338,568
Intersegment turnover	(41)	(55)	(973)		(109)
Turnover	290,083	38,036	9,381		337,500
Operating result per segment	56,813	6.403	(1.324)	(8.104)	53,788
Financial result					(10,392)
Profit before taxes					43.396
Income tax expenses					7,490
Profit for the period					50,886

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

2013 (x 1,000 euros)	Fagron	Corilus	HL Technology	Unallocated	Total
Depreciation and amortisation	4,331	5,259	1,380	3,276	14,246
Write-down on inventories	(375)				(375)
Write-down on receivables	350	(39)	(42)	(7)	263

2012 (x 1,000 euros)	Fagron	Corilus	HL Technology	Unallocated	Total

Depreciation and amortisation	3,751	4,572	1,536	3,728	13,587
Write-down on inventories	121		174		296
Write-down on receivables	158	(10)	(88)	(278)	(217)

The assets and liabilities, and the capital expenditure (investments) for continued operations, are as follows:

2013 (x 1,000 euros)	Fagron	Corilus	HL Technology	Unallocated	Total
Assets	518,970	80,546	22,602	182,576	804,693
Obligations	154,877	23,518	3,304	467,826	649,525
Capital expenditure	4,791	7,976	85	330	13,183

2012 (x 1,000 euros)	Fagron	Corilus	HL Technology	Unallocated	Total
Assets	381,917	60,033	25,136	281,809	748,894
Obligations	111,747	13,608	4,484	373,869	503,708
Capital expenditure	18,523	6,180	645	(5,869)	15,777

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 for continued operations by geographical segments is as follows:

(x 1,000 euros)	2013	2012
Belgium	74,728	72,613
The Netherlands	98,649	94,513
Brazil	82,792	83,860
France	4,120	3,083
Germany	16,150	16,075
Italy	12,296	13,459
United States	49,474	11,372
Poland	13,078	10,730
Switzerland	7,726	9,381
Spain	9,241	9,104
Czech Republic	7,360	6,868
Denmark	6,949	3,334
United Kingdom	2,800	2,900
Colombia	745	206
Argentina	12	1
Total	386,119	337,500

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

Concerning the geographical segments, Arseus applies the following allocation for assets, for continued operations:

(x 1,000 euros)	2013	2012
United States	113,404	20,973
Brazil	90,176	94,605
Belgium	81,550	67,000
The Netherlands	79,269	80.473
Other	99,409	84,644
Total	463,808	347,695

For comparison reasons, 2012 is revised for continued operations.

6. Turnover

(x 1,000 euros)	2013	2012
Sale of goods	351.477	308.894
Rendering services	34,642	28,606
Turnover	386,119	337,500

7. Other operating income

(x 1,000 euros)	2013	2012
Gain on disposal of fixed assets	645	157
Other operating income	414	130
Total other operating income	1,059	287

8. Employee benefit expenses

(x 1,000 euros)	2013	2012
Wages and salaries	56,031	46,574
Social security costs	12,994	11,798
Pension costs - defined benefit plans	714	657
Pension costs - defined contribution plans	1,033	815
Other post-employment benefit contributions	3,017	418
Other employment costs	9,640	8,962
Total employee benefit expenses	83,429	69,225

Full-time equivalents continued operations

(rounded at one FTE)	2013	2012
Belgium	368	350
Brazil	528	445
Netherlands	341	321
France	34	27
Germany	68	71
Poland	103	102
Czech Republic	98	93
Switzerland	82	82
United States	145	65
Italy	37	49
Spain	41	36
Denmark	15	17
United Kingdom	14	14
Slovakia		13
Colombia	27	10
Argentina		2
China	2	1
Total	1,902	1,698

At 31 December 2013, Arseus' workforce (fully consolidated companies), for continued operations, comprised 2,010 employees or 1,901.6 full-time equivalents (2012: 1,819 employees or 1,697.8 full-time equivalents). Of these full-time equivalents, 1,440.9 are attributable to Fagron (2012: 1,269.0), 301.6 to Corilus (2012: 274.1), 82.1 to HL Technology (2012: 82.0) and 77.0 to Arseus Corporate (2012: 72.8).

9. Depreciation and amortisation

(x 1,000 euros)	2013	2012
Depreciation and amortisation	14,246	13.587
Write-down on inventories	(375)	296
Write-down on receivables	263	(217)
Depreciation and amortisation	14,134	13,666

10. Other operating expenses

(x 1,000 euros)	2013	2012
Increase (decrease) in provisions for current liabilities	(95)	(192)
Increase (decrease) in provisions for pension liabilities	298	(155)
Taxes and levies (excluding income tax)	473	586
Other operating expenses		(152)
Total other operating expenses	676	87

Non-recurring costs, from continued operations, are not recognised as 'Other operating expenses' but are presented in their originating cost category. The total non-recurring costs, from continued operations, included in the EBIT amount to 4.0 million euros (2012: 2.8 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 1.3 million euros profit in 2013 and 0.3 million euros cost in the financial result of 2012. The total non-recurring costs, from continued operations, 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 2.1 million euros (2012: 3.2 million euros).

11. Financial result

(x 1,000 euros)	2013	2012
Financial income	1,166	919
Revaluation of financial derivatives	1,285	(296)
Interest expenses	(15,364)	(8,656)
Financial expenses	(2,790)	(2,749)
Currency exchange differences	(5,628)	390
Financial result	(21,331)	(10,392)

The financial results are presented on the face of the consolidated income statement as follows:

(x 1,000 euros)	2013	20126
Financial income	1,166	919
Revaluation of financial derivatives	1,285
Currency exchange differences		390
Total financial income	2,451	1,309
Financial expenses	(2,790)	(2,749)
Interest expenses r	(15,364)	(8,656)
Currency exchange differences	(5,628)
Revaluation of financial derivatives		(296)
Total financial expenses	(23,782)	(11,702)
Total financial result	(21,331)	(10,392)

The positive revaluation of financial derivatives of 1.285 million euros relates to the change in the market value of the interest rate hedges that are not a cash flow hedge 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 item interest hedging concerns 70 million euros of the total financing

The financial result, excluding the revaluation of the financial derivatives, amounts to -22.6 million euros, an increase of 123.8% compared to 2012. 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 and whose interest counts for a whole year in 2013 compared to a half year in 2012. Furthermore, increased cost are the result of increased currency exchange rate differences, in particular the Brazilian real.

6 2012 is revised, the positive currency exchange differences are reported as financial income, previously positive currency exchange differences were deducted from the financial expenses.

12. Income tax expenses

Income tax expenses (income) from continuing operations:

(x 1,000 euros)	2013	2012
Current tax expenses	13,671	9,415
Deferred tax	(4,877)	(16,906)
Income tax expenses (income)	8,795	(7,490
Weighted average current tax rate	16.73%	-17.26%
Profit before income tax from continuing operations	52,578	43.396
Tax calculated at weighted average statutory tax rate	17,160	12,525
Income not subject to taxes	(779)	(2,789)
Expenses not deductible for tax purposes	(95)	572
Tax on profit previous years	89	(535)
Other	(7,579)	(17,264)
Income tax expenses (income)	8,795	(7,490)

In 2013 the line 'Other' mainly includes 4.5 million euros relating to a one-off credit of a deferred tax asset on deductible tax losses in Poland and 3.3 million euros relating to a credit of a deferred tax asset on deductible merger goodwill in Brazil.

In 2012, the line 'Other' includes 20 million euros relating to a credit of a deferred tax asset on deductible merger goodwill in Brazil and 3 million euros relating to a write-down of deferred tax assets at a number of companies because of changes to activities within an company, restructuring within the group, and lagging profitability.

13. Discontinued operations

Late December 2013, Arseus completed the sale of its Dentals software Julie, Arseus Dental Lab, Arseus Dental Solutions Benelux and Arseus Dental Solutions France Ouest to Henry Schein. Together the divested activities represent annual sales of approximately 7o million euros. The proceeds of sale were lower than the carrying amount of the related net assets, therefore management recognised an impairment loss of 11.017 million euros. Further details on the disposed assets and liabilities and the calculation of the gain on the disposal are explained in note 30.

Early November 2013, Arseus completed the sale of the dental distribution activities in the regions Paris, Lille and Lyon to MS Distribution. Together the divested activities represent annual sales of approximately 30 million euros. The proceeds of sale were lower than the carrying amount of the related net assets, therefore management recognised an impairment loss of 14.183 million euros. Further details on the disposed assets and liabilities and the calculation of the gain on the disposal are explained in note 30.

Early July 2013, Arseus completed the sale of Dorge Medic to Bastide Le Con fort Medical. Together the divested activities represent annual sales of approximately 3 million euros. The proceeds of sale exceeded the carrying amount of the related net assets, accordingly, no impairment loss was recognised by management. Further details on the disposed assets and liabilities and the calculation of the gain on the disposal are explained in note 30.

Arseus intends to sell the remaining dental and medical activities and expects that the sale will be completed in 2014. Arseus is currently in discussions with potential buyers. The management expects, based on current negotiations, the fair value less costs to sell of the discontinued operations will be lower than the carrying amount of the related assets and liabilities. Therefore management recognised an impairment loss of 33.707 million euros when the assets and liabilities of the discontinued operations were reclassified as held for sale. The determination of the fair value falls in level 2 of the fair value hierarchy as defined under IFRS13. The fair value is determined using observable market data such as prices obtained for recent sales of similar activities. Further details on the assets and liabilities reclassed as held for sale are explained in note 21.

The combined results of the discontinued operations included in the profit for the year and cash flows are set out below. The comparative profit and cash flows from discontinued operations have been re-presented to include those operations classified as discontinued in 2013.

Result for the year from discontinued operations

(x 1,000 euros)	2013	2012
Operating income	191,930	209,808
Turnover	191,634	209,521
Other operating income	296	287
Expenses	198,091	210,068
Profit before tax	(6,161)	(260)
Attributable income tax expenses	(1,618)	(6,805)
Loss on remeasurement to fair value less costs to sell	(68,036)
Loss for the year from discontinued operations
(attributable to Equity holders of the company)	(75,813)	(7,065)

Cash flows from discontinued operations

(x 1,000 euros)	2013	2012
Cash flow from operating activities	(3,026)	7,980
Cash flow from investing activities	(5399)	(8,766)
Cash flow from financing activities	3,688	(4,576)
Total net cash flow from discontinued operations	(4,737)	(5,362)

14. Earnings per share

(in euros)	2013	2012
Basic earnings (loss) per share	(1.05)	1.44
- from continued operations	1.43	1.67
- from discontinued operations	(2.47)	(0.23)
Diluted earnings (loss) per share	(1.03)	1.41
- from continued operations	1.41	1.64
- from discontinued operations	(2.44)	(0.23)
Basic earnings (loss) per share before non-recurring items	1.30	1.62
- from continued operations	1.5 o	1.77
- from discontinued operations	(0.19)	(0.16)
Diluted earnings (loss) per share before non-recurring items	1.28	1.59
- from continued operations	1.47	1.74
- from discontinued operations	(0.19)	(0.15)

The earnings used in the calculations are as follows:

(x 1,000 euros)	2013	2012
Profit (loss) attributable to equity holders of the company	(32,102)	43,906
- from continued operations	43,712	50,971
- from discontinued operations	(75,813)	(7,065)
Nonrecurring items, after tax	72,041	5,450
- from continued operations7	2,106	3,152
- from discontinued operations8	69,935	2.298
Profit (loss) before non-recurring items attributable to equity holders of the company	39,939	49,356
- from continued operations	45,818	54,123
- from discontinued operations	(5,879)	(4,767)

The diluted earnings are equal to the "basic" earnings.

7 See note 10 for definition and calculation of the non-recurring items (after tax), from continued operations.

8 See note 10 from continued operations together with non-recurring items (after tax) related to discontinued operations including impairments and costs to sell.

The weighted average numbers of ordinary shares used in the calculations are as follows:

(number of shares x 1,000)	2013	2012
Weighted average number of ordinary shares	30,647	30,520
Effect of warrants and stock options	486	550
Weighted average number of ordinary shares (diluted)	31,133	31,070

For further information as required under IAS33.70c and d, refer to the notes in the Corporate Governance section.

15. Intangible fixed assets

(x 1,000 euros)	Goodwill	Developmeat	Concessions & patents	Brands	Software	Other	Total
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
Net book value as at 1 January 2013	382,481	25,135	2,074	3,695	4,481		417,866
Investments	29	9,752	41		2,045		11,866
Acquisitions	127,156			615	22		127,793
Amortisation		(6,907)	(170)	(482)	(2,141)		(9,700)
Impairment	(58,908)						(58,908)
Discontinued operations	(29,324)	(2,471)	(411)	(2,486)	(668)		(35,361)
Classified as assets held for sale	(28,315)	(368)	(175)		(91)		(28,949)
Other movements	130	(2,013)	51	(6)	(498)		(2,335)
Exchange differences	(21,618)	(20)		(1)	(47)		(21,686)
Net book value as at 31 December 2013	371,630	23,108	1,411	1,335	3,103		400,587
Gross carrying amount°	371,630	58,988	5,561	2,036	17,901	22	456,139
Accumulated amortisation°		(35,880)	(4,150)	(702)	(14.798)	(22)	(55,552)
Net book value	371,630	23,108	1,411	1,335	3,103		400,587

9 Excluding gross carrying amounts discontinued operations and assets reclassified as held for sale.

The intangible assets have not been pledged as security for obligations.

The category 'Development' consists mainly of unique software developed in-house in full control of Arseus. Part of the development are expensed and not capitalized, in accordance with IAS38, these are mainly related to employee costs.

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 continued operations

Goodwill is allocated to the cash flow-generating units of Arseus, i.e. the three segments of Arseus being Fagron, Corilus and HL Technology.

The goodwill allocation per division is as follows:

(in millions of euros)	2013	2012
Fagron	316.5	227.0
Corilus	46.9	33.7
HL Technology	8.2	8.3
Total	371.6	269.0

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 year's 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 (%)
	2013	2012	2013	2012	2013	2012	2013	2012
---	---	---	---	---	---	---	---	---
Fagron	5	5	2.5%	2.5%	56.3	52.6	8.37	7.29
Corilus	3	3	2.5%	1.5%	82.9	81.5	7.85	7.07
HL Technology10	5		2.0%		70.9		6.90

The above assumptions were subjected to a sensitivity analysis which confirmed that for 2013, as previous year, no impairment of goodwill was required.

10 In 2012 part of Healthcare Specialties.

For Fagron, a reasonable possible change in one of the parameters (estimates) used will not lead to a potential impairment. For Corilus, an increase in the discount rate by 4.18 percentage points, a decrease in the gross margin by 6.08 percentage points or a decrease in the perpetual growth to minus 4.8% would use up the remaining buffer. For HL Technology, an increase in the discount rate by 1.2 percentage points, a decrease in the gross margin by 7.9 percentage points or a decrease in the perpetual growth to minus 1.1% would use up the remaining buffer.

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.

Goodwill impairment tests discontinued operations

In 2013, operations were discontinued and reclassified as held for sale, see note 13.

Management recognised an impairment loss on goodwill of 25.200 million euros, since the sales proceeds, of discontinued operations in 2013, are less than the carrying amount of the related net assets. The remaining goodwill sold equals 29.324 million euros. Further details on the disposed assets and liabilities and the calculation of the gain on the disposal are explained in note 3o.

Management expects the fair value less costs to sell is lower than the carrying amount of the assets and liabilities when reclassified as held for sale. Therefore management recognised an impairment loss of 33.707 million euros when the assets and liabilities of the discontinued operations were reclassified as held for sale. The remaining goodwill classified as held for as totalled 28.315 million euros. Further details on the assets and liabilities reclassed as held for sale are explained in note 21.

16. Property, plant and equipment

(x 1,000 euros)	Land and buildings	Machinery and instal- lations	Furniture and vehicles	Capitalised financial leases	Other tangible fixed	Assets under construction	Total
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)
Depreciation	(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	5.749	17,706	1,681	106,385
Accumulated depreciation	(5,251)	(16,765)	(13.655)	(3.106)	(8.352)		(47,129)
Net book value	31,213	9,661	4,704	2,643	9,354	1,681	59,255
Net book value as at 1 January 2013	31,213	9,661	4,704	2,643	9,354	1,681	59,255
Investments	(588)	3,426	2,033	103	1,915	1,511	8,400
Acquisitions	1,662	321	690		(870)		1,803
Disposals	(187)	(5)	(41)		(640)		(874)
Depreciation	(1,122)	(2,859)	(1,719)	(689)	(1,643)		(8,032)
Discontinued operations	(307)	(549)	(406)		(1,910)		(3,171)
Classified as assets held for sale	(287)	(509)	(90 o)		(2,902)		(4,598)
Other movements	87	(1,387)	132		(1.241)	(938)	(3347)
Exchange differences	(1,151)	(340)	(209)	(46)	15	(252)	(1,983)
Net book value as at 31 December 2013	29,321	7,758	4,285	2,011	2,077	2,002	47,454
Gross carrying amount	34,288	23,815	15,157	5,732	7,582	1,966	88,539
Accumulated depreciation	(4,967)	(16,057)	(10,872)	(3,720)	(5,469)		(41,085)
Net book value	29,321	7,758	4,285	2,011	2,113	1,966	47,454

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 on the property title. Nor have these assets been pledged as security for obligations.

17. 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 2012	819	969	1,788
Investments		183	183
Transfers and disposals		(18)	(18)
Reimbursements		(107)	(107)
Other movements	24		24
Balance at 31 December 2012	843	1,027	1,870
Balance at 1 January 2013	843	1,027	1,870
Investments		14,707	14,707
Discontinued operations	(2)	(298)	(300)
Classified as assets held for sale		(5 o 8)	(5 o 8)
Reimbursements		(26)	(26)
Other movements	26		26
Balance at 31 December 2013	867	14,901	15,768

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 on its fair value.

An analysis of the assets above showed that none of these assets need to be impaired in 2013 and 2012.

Other non-current assets concern receivables with different due dates. The fair value approximates the book value.

18. Taxes, remuneration and social security

a) Taxes, remuneration and social security

(x 1,000 euros)	2013	2012
Current income tax liabilities	7,617	5,116
Other current tax and VAT payables	8,998	15,883
Remuneration and social security payables	12,227	13,390
Taxes, remuneration and social security	28,842	34,389

b) Deferred tax receivables

(x 1,000 euros)	Differences in depreciation rates	Employee benefits	Provisions	Tax losses	Other	Total
Balance at 1 January 2012	194	958	1,493	19,617	(1,895)	20,368
Result	21.453	7	(487)	(9,616)	516	(11,873)
Change in scope of consolidation				56		56
Balance at 31 December 2012	21,647	965	1,006	10,057	(1,379)	32,296
Result	(2,105)	113	396	3,974	49	2,427
Impairment				(541)		(541)
Discontinued operations				(5,891)		(5,891)
Balance at 31 December
2013	19,542	1,078	1,402	7,599	4,330	28,292

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

In 2013, a deferred tax asset of 4.5 million euros is recognised for a tax loss in Poland and 3.3 million euros is recognised for tax-deductible goodwill merger in Brazil. In 2012 a deferred tax asset of 20.1 million euros is recognised for tax-deductible merger goodwill in Brazil. 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).

An impairment test is performed on 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 on result projections with a seven-year forecast horizon, based on detailed financial budgets approved by the management for the first year and an extrapolation of these figures for the second to seventh year. The tax loss carry-forwards which will expire in 2018, see schedule below, are mainly related to deductible losses in Poland. These tax loss carry-forwards are expected to be used within 3 years.

The tax loss carry-forwards expire according following schedule:

(x 1,000 euros)
	Totaal	2014	2015	2016	2017	2018	Later	Unrestricted
---	---	---	---	---	---	---	---	---
	7,599	70	73	18	11	3,830	239	3,358

At the end of 2013, deferred tax assets have been recognised for loss-making entities 2013 and 2012. Fagron Italy SRL recognised a deferred tax asset of 0.4 million euros, the loss in 2013 was caused by one-off reorganization costs. Fagron Compounding Services NV recognised a deferred tax asset of 0.3 million euros, the loss in 2013 relates to start-up losses. It is probable that these tax assets will be realised through future taxable profits.

c) Deferred tax liabilities

(x 1,000 euros)	Differences in depreciation rates	Other	Total
Balance at 1 January 2012	3,379	(1,447)	1,932
Result	59	475	(2,431)
Change in scope of consolidation
Balance at 31 December 2012	3,439	(973)	2,466
Result	1,215	676	1,891
Discontinued operations		94	94
Balance at 31 December 2013	4,654	(203)	4,451

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

No deferred tax assets on translation differences are recognised in the 'Other comprehensive income'.

As there is no practical plan for up streaming dividends, no deferred tax liabilities are recognised in this respect. The amount of tax due if dividend would have been distributed, as defined in IAS 12.81, amounts to 0.9 million euros.

19. Inventories

(x 1,000 euros)	2013	2012
Raw materials	12,505	14,012
Work in progress	3,261	3,106
Finished goods	6,536	8,375
Trade goods	36,616	60,469
Inventories	58,917	85,963

The decrease in inventories is mainly due to the discontinuing operations of the dental and medical activities, see notes 21 and 3o.

The inventories are not encumbered with collateral.

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

a) Trade receivables and other receivables

(x 1,000 euros)	2013	2012
Trade receivables	31,562	66,495
Provision for impairment of receivables	(1,951)	(3,502)
Total trade receivables	29,611	62,993
Other receivables	19,136	16,299

The decrease in trade receivables is mainly due to the discontinuing operations of the dental and medical activities, see notes 21 and 30.

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 at 31 December 2013	29,611	20,347	5,253	2,504	686	821
Trade receivables at 31 December 2012	62,993	36,803	12,686	6,768	1,823	4,912

b) Cash and cash equivalents

(x 1,000 euros)	2013	2012
Investments with a maturity of less than three months	2,472	6,351
Cash and cash equivalents	126,399	66,002
Cash and cash equivalents	128,871	72,352

The increase in cash and cash equivalents is mainly due to the received considerations for discontinued operations, see note 30.

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- rating.

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

21. Assets held for sale and related liabilities

(x 1,000 euros)	2013	2012
Assets held for sale	76,057
Liabilities directly associated with assets classified as held for sale	30,064

The 'Assets held for sale' relate to Arseus' remaining dental and medical activities which are expected to be sold in 2014, see further note 13. An overview of the assets and liabilities of the remaining dental and medical activities to be sold:

(x 1,000 euros)	2013
Goodwill	28,315
Other intangible assets	633
Property, plant and equipment	4,598
Deferred tax assets	2,358
Other non-current assets	508
Inventories	14,566
Trade receivables	16,720
Other receivables	3,993
Cash and cash equivalents	4,365
Assets held for sale	76,057
Provisions	666
Pension obligations	578
Deferred tax liabilities	(1,018)
Borrowings	891
Trade payables	18,075
Taxes, remuneration and social security	8,389
Other current payables	2,484
Liabilities directly associated with assets classified as held for sale	30,064

22. 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 on 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.

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 5 bis 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.

As at 31 December 2012, the Board of Directors is still 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.

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 2013, 1,468,522 treasury shares were purchased (2012: 40,528). The decrease of treasury shares with 1,238,919 is due to the exercise of stock options and (subsequent) payments on participations (2012: 486,338). As at 31 December 2013, Arseus NV owned a total of 881,378 treasury shares (2012: 651,775). In accordance with IFRS, these shares are deducted from equity and do not affect the income statement. In the context of Warrant Plan 1, 79,844 new shares were issued during 2013 at an amount of 783,081 euros. In 2012, 61,262 new shares were issued at an amount of 578,844 euros. At 31 December 2013, the total number of shares issued are 31,358,358 (2012: 31,278,514). The total number of shares outstanding as at 31 December 2013 is 30,476,980 (2012: 30,626,739).

Number of ordinary shares	2013	2012
Issued shares at 1 January	31,278,514	31,217,252
Issue of shares under Warrant Plan	79,844	61,262
Issued shares at 31 December	31,358,358	31,278,514
Treasury shares as per 31 December	881,378	651,775
Shares outstanding as per 31 December 2013	30,476,980	30,626,739

All ordinary shares are fully paid. The ordinary shares have no face value, the par value is 1/31.358.358th of capital as of 31 December 2013 (2012: 1/31.278.514th). Each ordinary share carries one vote and a right to dividends.

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 1) 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 civil-law 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 5o% 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 on 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, on 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 on 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 on grant date and is spread over the vesting period of the warrants. The cost is recognised at the item 'Other employee benefit expenses' for the amount of 400 thousand euros for the financial year 2013. The warrants are settled via equity.

On 13 June 2013, 79,844 new shares were issued as a result of exercising warrants under the Warrant Plan 1 (14 June 2012: 61,626). The number of voting securities of Arseus currently amounts to 31,358,358 (2012: 31,278,514). The total number of voting rights (denominator) currently amounts to 31,358,358 (2012: 31,278,514). The authorised capital amounts to 321,384,975 euros (2012: 320,601,894 euros).

The movements in the number of outstanding warrants under Warrant Plan 1 and their related weighted average exercise prices are as follows:

	Average exercise price in euros	Number of warrants
As at 1 January 2013	9.75	175,828
Exercised	10.25	(63,536)
Exercised	8.14	(13,625)
Exercised	7.77	(2,558)
Exercised	8.11	(125)
Forfeited	10.25	(1,164)
Forfeited	7.77	(756)
As at 31 December 2013	9.70	94,064

The related weighted average exercise price per share at year-end amounted to 9.70 euros in 2013 (2012: 9.75 euro)

As of 31 March 2014, the total number of warrants not yet exercised, which could prompt the issue of the same number of shares of the Company, amounted to 94,064. Their average exercise price amounts to 9.70 euros. Outstanding warrants at year-end have the following expiry dates and exercise prices:

Expiry date	Average exercise price in euros	Number of warrants
2014 - May	10.25	70,900
2014 - May	8.14	7,638
2014 - May	7.77	2,934
2014 - May	8.11	125
2015 - May	8.14	6,712
2015 - May	7.77	2,751
2015 - May	8.11	125
2016 - May	7.77	2,751
2016 - May	8.11	125
	9.70	94,064

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 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

	Average exercise price in euros	Number of stock options
As at 1 January 2013	9.95	2,053,250
Exercised	10.25	(882,250)
Exercised	8.52	(328,250)
Forfeited	8.52	(2,000)
As at 31 December 2013	10.20	840,750

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

Expiry date	Average exercise price in euros	Number of stock options
2014 - April	10.25	58,625
2014 - April	8.52	282,500
2014 - April	13.73	31,250
2015 - April	10.25	3,625
2015 - April	8.52	246,000
2015 - April	13.73	31,250
2016 - April	13.73	125,000
2017- April	13.73	62,500
	10.20	840,750

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. The options are settled via equity. In 2013 no new stock options were granted.

Fair value

The fair value of the warrants and stock options was determined using the 'Black & Scholes' valuation model at grant date. The main data used in the model were the share price at grant date, the above-mentioned exercise price, the standard deviation of Arseus share price returns during option live and expected dividend, the option life specified above, and the annual risk-free interest rate.

In 2013 there were no new warrants or stock options granted. In 2012 there were stock options granted, but no new warrants. The main data used to determine the fair value of the granted stock options during 2012 were, the above-mentioned exercise price, the standard deviation of expected share price returns 25.6% with an expected share price return of 4.3%, the option life specified of 3.5 years, and the annual risk-free interest rate of 1.0%.

Dividend

A dividend of 18.842 million euros was paid in 2013 (2012: 15.228 million euros). This equates to a gross dividend of 0.60 euros per share (2012: 0.50 euros per share). At the Annual General Meeting of 12 May 2014, a gross dividend for 2013 will be proposed amounting to 0.72 euros per share, which equates to a total dividend of 22.209 million euros. This dividend due is not recognised in this financial statement.

A further explanation of the equity is included in the Corporate Governance Statement.

Other reserves

(x 1,000 euros)	Consolidated reserves	Foreign currency translation reserve	Transactions with non-controlling interests	Equity-settled employee bene- fits reserve	Share based payments	Total
Balance at 1 January 2012	(195,967)	(2,150)	(1,575)		606	(199,085)
Effect of changes in accounting policies				1,338		1,338
Balance at 1 January 2012 (restated)	(195,967)	(2,150)	(1,575)	1,338	606	(197,747)
Other comprehensive income		(906)		(1,536)		(10,622)
Share based payments					20	20
Balance at 31 December 2012 (restated)	(195,967)	(11,236)	(1,575)	(198)	626	(208,349)
Other comprehensive income		(22,687)		137		(22,550)
Share based payments					400	400
Balance at 31 December 2013	(195,967)	(33,923)	(1,575)	(61)	1,026	(230,499)

23. Provisions

(x 1,000 euros)	Taxes	Disputes	Guarantee obligations	Other	Total
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 1 January 2013	48	196	66 o	2,615	3,519
Additions:
Through business combinations				71	71
Other		408	(29)	20	400
Amounts used		(83)	(159)	(86)	(328)
Discontinued operations		(149)	(318)		(467)
Transferred to disposal group classified as held for sale		(461)	(154)	(51)	(666)
Unused housing				3,015	3,015
Related to discontinued subsidiaries		1,000		2,213	3,213
Other		(285)		287	2
Transfers				438	438
Balance at 31 December 2013	48	628	0	8,521	9,197

The provision 'Unused housing' relates to a provision taken for leases and furniture of the buildings which are no longer (fully) in use, due to the discontinuing of operations. These lease contracts have a duration until 2017. The provision is made only for the portion not in use.

The provision 'Related to discontinued subsidiaries' relates to settlements regarding deferred taxes, employee benefits and social charges due to the sale of a subsidiary. Expectations are, these settlements will take place between 2014 and 2017.

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

24. Pension obligations

a) Revised IAS 19

On 16 June 2011, the IASB issued a revised standard (IAS 19R) in relation to employee benefits. The effective date is 1 January 2013. The most significant changes of IAS 19R relates to the accounting for changes in defined benefit obligations and plan assets. The amendments require the recognition of changes in defined benefit obligations and in the fair value of plan assets when they occur, and hence eliminate the 'corridor approach' permitted under the previous version of IAS 19. All actuarial gains and losses are recognised immediately through other comprehensive income in order for the pension asset or liability recognised in the consolidated statement of financial position to reflect the full value of the plan deficit or surplus. These changes have had an impact on the amounts recognised in other comprehensive income, the financial position and statement of changes in equity in prior years.

In addition, IAS 19R, introduces certain changes in the presentation of the defined benefit cost including more extensive disclosures in particular a summary of movements in the fair value of defined benefit obligations and the fair value of plan assets.

Specific transitional provisions are applicable to first-time application of IAS 19R. The Group has applied the relevant transitional provisions and restated the comparative amounts on a retrospective basis. The impacts of the changes in accounting policy on the financial statements are as follows:

(x 1,000 euros)	Impact on pension obligations	Impact on equity
Balance at 1 January 2012 (as previously reported)	3,884	220,452
Effect of changes in accounting policies	(1,338)	1,338
Balance at 1 January 2012 (restated)	2,546	221,790

(x 1,000 euros)	Impact on pension obligations	Impact on equity
Balance at 31 December 2012 (as previously reported)	4,801	245,384
Effect of changes in accounting policies	198	(198)
Balance at 31 December 2012 (restated)	4,999	245,186

(x 1,000 euros)	31 December 2013	31 December 2012
Increase (decrease) in remeasurement of defined benefit obligations	137	(1,536)
Increase (decrease) in other comprehensive income	137	(1,536)

b) Pension obligations and costs

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

(x 1,000 euros)	31 December 2013	31 December 2012 (restated)	1 January 2012 (restated)
Defined benefit obligations	3,387	3.313	1.803
Other defined benefit obligations	899	1,686	743
Pension obligations	4,286	4,999	2,546

The category 'Defined benefit obligations' include Arseus' Dutch defined benefit plans held by Fagron Services BV and Spruyt hillen By. The 'Other defined benefit obligations' include multiple insignificant defined benefit plans, which are not further disclosed.

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

The amounts recognised regarding the Dutch defined benefit plans held by Fagron Services BV and Spruyt hillen BV are determined as follows:

(x 1,000 euros)	31 December 2013	31 December 2012 (restated)	1 January 2012 (restated)
Present value of defined benefit obligations	16,458	15,577	11,641
Fair value of plan assets	(13,071)	(12,264)	(9,838)
Funded status	3,387	3,313	1,803
Net liability arising from defined benefit obligation	3,387	3,313	1,803

Movements in the present value of the defined benefit obligations and the fair value of the plan assets were as follows:

(x 1,000 euros)	Present value defined benefit obligations	Fair value plan assets	Total
Balance at 1 January 2012 (as previously reported)	12,979	(9,838)	3,141
Effect of changes in accounting policies	1,338		1,338
Balance at 1 January 2012 (restated)	11,641	(9,838)	1,803
Service costs	567		567
Interest expense (income)	586	(515)	71
Remeasurements:
Return on plan assets (excluding interest income)		(1,503)	(1,503)
(Gains)/losses arising from changes in demographic assumptions	(142)		(142)
(Gains)/losses arising from changes in financial assumptions	3,273		3,273
(Gains)/losses arising from experience adjustments	(92)		(92)
Employer contributions		(734)	(734)
Benefit payments from plan	(256)	256
Administrative expenses paid from plan assets		70	70
Balance at 1 January 2013 (restated)	15,577	(12,264)	3,313
Service costs	765		765
Interest expense (income)	618	(496)	122
Remeasurements:
Return on plan assets (excluding interest income)		95	95
(Gains)/losses arising from changes in demographic assumptions	(16)		(16)
(Gains)/losses arising from changes in financial assumptions	(216)		(216)
(Gains)/losses arising from experience adjustments
Employer contributions		(757)	(757)
Benefit payments from plan	(270)	270
Administrative expenses paid from plan assets		81	81
Saldo per 31 december 2013	16,458	(13,071)	3,387

The principal actuarial assumptions used for the actuarial valuations are:

	31 December 2013	31 December 2012
Discount rate	3.90%	4.00%
Expected rate of salary increase	2.00%	2.00%
Expected rate of price inflation	2.00%	2.00%
Future rate of pension increases actives	2.00%	2.50%
Future rate of pension increases inactives	0.00%	0.00%
Expected return on plan assets	3.90%	4.00%

The assets comprise qualifying insurance policies and are not part of the in-house financial instruments of Arseus. The pension insurer invested the assets fully in Aegon Strategic Allocation Fund 8o/2o. This fund has a market quotation.

The amounts recognised in comprehensive income in respect of these defined benefit plans are as follows:

(x 1,000 euros)	31 December 2013	31 December 2012 (restated)
Service costs	765	567
Net interest cost	122	71
Administrative expenses and taxes	81	7 o
Defined benefit costs recognised in profit or loss	968	708
Remeasurement on the net defined benefit liability:
Return on plan assets (excluding interest income)	95	(1,503)
(Gains)/losses arising from changes in demographic assumptions	(16)	(142)
(Gains)/losses arising from changes in financial assumptions	(216)	3,273
(Gains)/losses arising from experience adjustments		(92)
Defined benefit costs recognised in other comprehensive income	(137)	1,536
Total defined benefit costs	831	2,244

The 2014 expected defined benefit costs are 0.977 million euros.

c) Belgium pension plans

Arseus has in Belgium 36 pension plans in place which are legally structured as Defined Contributions plans. Because of the Belgian legislation applicable to 2nd pillar pension plans (so-called "Law Vandenbroucke"), all Belgian Defined Contribution plans have to be considered under IFRS as Defined Benefit plans. Law Vandenbroucke states that in the context of defined contribution plans, the employer must guarantee a minimum return of 3.75% on employee contributions and 3.25% on employer contributions. Because of this minimum guaranteed return for Defined Contributions plans in Belgium, the employer is exposed to a financial risk (there is a legal obligation to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits relating to employee service in the current and prior periods). These plans should therefore be classified and accounted for as a Defined Benefit plans under IAS 19.

In the past the Company did not apply the Defined Benefit accounting for these plans because higher discount rates were applicable and the return on plan assets provided by insurance companies was sufficient to cover the minimum guaranteed return. As a result of continuous low interest rates offered by the European financial markets, the employers in Belgium effectively assumed a higher financial risk related to the pension plans with a minimum fixed guaranteed return than in the past, requiring them to measure the potential impact of Defined Benefit accounting for these plans.

Management made an estimate of the potential additional liabilities as at 31 December 2013 and these are assessed as not significant. The employer's contributions 2013, for these Belgium pension plans, amounts to 384 thousand euros. The employees' contributions 2013 amounts to 77 thousand euros. The total amount of the plan assets at 31 December 2013 amounts to 2.8 million euros.

25. Financial debts and financial instruments

(x 1,000 euros)	2013	2012
Non-current
Financial lease liabilities	677	929
Bank borrowings	367,958	299,629
Other borrowings	63	47
	368,698	300,604
Current
Financial lease liabilities	349	455
Bank borrowings	54.652	4.409
Other borrowings	3	1
	55,004	4,865
Total financial debts	423,702	305,469

(x 1,000 euros)	2013	2013	2012	2012
Non-current borrowings by term	Financial leases	Bank borrowings	Financial leases	Bank borrowings
---	---	---	---	---
More than one year but less than five years	677	366,569	929	299,067
More than five years		1,452		608
Total non-current borrowings	677	368,021		929 299,675

a. Bank borrowings and financial instruments

The book value of the bank borrowings is expressed in euros. The effective interest rate at balance sheet date on 31 December 2012 was 3.00% (2012: 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. Main covenant of this bond is that the total EBITDA, calculated as result before interest, taxes, depreciation and amortization, of the guarantors is at least 7o per cent of the consolidated Group EBITDA.

Arseus NV has also concluded a credit facility of 150 million euros with ING Belgium (Coordinator), KBC Bank, BNP Paribas Fortis and Commerzbank. The credit agreement has a term of five years. The main covenant of this credit facility is a net financial debt/recurring EBITDA ratio of a maximum of 3.25. In addition Arseus concluded two bridge loans, one of 50 million euros and one of 70 million US dollars. Both bridge loans have a maturity date of April 30, 2014. Early 2014, Arseus expects to attract new funding, before the bridge loans expire. As at the closing date of 2013, an amount of 191 million euros had been withdrawn (2012: 71 million euros). The interest payable in respect of this credit agreement is a variable interest rate of one to six months.

The interest risk relating to 70 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 valuation is calculated using the discounted cash flows of the nominal value and interest flows.

The fair value of these financial derivatives at year-end 2013 was -2.463 million euros (2012: -3.749 million euros). The full movement in fair value, 1.285 million euros gain, was charged to the result of 2013 (2012: 0.296 million euros loss). 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 of guarantors

Fagron BV

SM Empreendimentos Farmaceuticos Ltda

Spruyt hillen BV

Pharma Cosmetic K.M. Adamowicz Sp. Z.O.O.

ACA Pharma NV

Fagron GmbH & Co KG

Duo-Med NV

Dutch BioFarmaceutics BV

Arseus België NV

Fagron NV

Steunpunt Apotheek Mierlo-Hout BV

Arseus Capital NV

B&B Pharmaceuticals Inc.

Fagron Inc.

Freedom Pharmaceuticals Inc.

b. Financial leases

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

(x 1,000 euros)	2013	2012
Cost - capitalised financial leases	5,732	5,749
Accumulated depreciation	(3,720)	(3,106)
Net amount of leased assets	2,011	2,643

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)	2013	2012
Machinery and installations	1,908	2,602
Furniture and vehicles	103	41
Net amount of leased assets	2,011	2,643

Financial lease liabilities - minimum lease payments:

(x 1,000 euros)	2013	2012
Within one year	368	480
More than one year but less than five years	776	1,065
Total	1,144	1,545
Future financing charges on financial leases	119	161
Present value of financial lease liabilities	1,026	1,384

c. Operating leases

Operating lease liabilities - minimum lease payments:

(x 1,000 euros)	2013	2012
Within one year	7,231	7,034
More than one year but less than five years	13,666	13,605
More than five years	4,604	3.648
Total	25,501	24,287

There are no leases that individually represent an important part of the total.

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

26. Other current payables

(x 1,000 euros)	2013	2012
Prepayments	8	836
Other payables	83,069	42,919
Accrued expenses	7,891	7,723
Other current payables	90,968	51,477

The 'Other payables' includes an amount of 74.590 million euros (2012: 37.858 million euros) related to amounts to be paid to existing participations (subsequent payments). The 'Accrued expenses' includes an amount of 6.049 million euros (2012: 5.764 million euros) related to interest payments on the bond.

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

27. 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.

28. 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 2013 and 2012 financial years was as follows:

(x 1,000 euros)	Fixed remuneration component12	Variable remuneration component	Other remuneration component 13
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
2013 financial year
Ger van Jeveren, CEO	500	600	32
Executive Committee, including the CEO	1,674	1,010	62
Non-executive members of the Board of Directors	230

The variable remuneration component for the 2013 fiscal year is the bonus effectively paid out in 2014.

In 2013, following the ending of the mandate, one of the members of the Executive Committee has been awarded a severance payment of up to eighteen months.

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

In 2013 no new stock options were granted. In 2012, Mr Van Jeveren obtained 75,00o stock options, while the other members of the Executive Committee obtained 45,000 stock options. In 2013 Mr Van Jeveren also exercised 625,000 stock options, while another member of the Executive Committee exercised 470,000 stock options. The members of the Executive Committee, in the composition in effect on 31 December 2013, together hold 590,000 stock options.

12 Costs incurred by Arseus, i.e. the gross amount including any social securtiy contributions.

13 Includes costs regarding pensions, insurances an the cash value of the other benefits in kind.

29. Business combinations

Arseus completed a number of acquisitions in the 2013 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.

In 2013, Arseus acquired Polish company Pharma Cosmetic in order to gain market leadership in Poland. The final fair value of the assets and liabilities acquired was established, representing a decrease in goodwill of 0.675 million euros. This goodwill was allocated to the operating company segment Fagron. The fair value of the acquired assets and liabilities was determined as detailed below.

Fair value of the acquired assets and liabilities of Pharma Cosmetic K.M. Adamowicz Sp. Z.O.O.

(x 1,000 euros)
Property, plant and equipment	967
Deferred tax assets	170
Inventories	441
Trade receivables	2,057
Other receivables	10
Cash and cash equivalents	55
Total assets	3,701
Other non-current debts	13
Trade payables	336
Other current payables	1,357
Net acquired assets	1,995
Goodwill	23,467
Total acquisition amount	25,462

In 2012, the US company B&B Pharmaceuticals Inc was acquired. The range of B&B Pharmaceuticals' products fully complements Fagron's existing activities in the United States. By combining the activities of B&B Pharmaceuticals and Fagron, Fagron will be able to achieve clear benefits, not only in the areas of purchasing, analysis and production, but particularly in the areas of innovation and product assortment.

The final fair value of the assets and liabilities acquired was established, representing an increase in goodwill of o.539 million euros, including a subsequent payment of 0.110 million euros. This goodwill was allocated to the operating company segment Fagron. The 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	267
Inventories	377
Trade receivables	300
Other receivables	1
Cash and cash equivalents	102
Total assets	1,068
Trade payables	223
Other current payables	804
Net acquired assets	41
Goodwill	11,273
Total acquisition amount	11,314

In April 2013, US Company Freedom Pharmaceuticals Inc. was acquired. The acquisition of Freedom Pharmaceuticals strengthens Fagron's global market leadership, creates a presence throughout the United States and allows Fagron to immediately deliver extra value to its customers. Fagron is perfectly positioned to provide compounding pharmacies in the United States with innovative products and concepts, as well as value added services and training, through its offices. The addition of Freedom Pharmaceuticals to the existing US operations will allow Fagron to achieve benefits in operations, marketing and sales.

The acquisition involved a payment of approximately 76.888 million euros, representing an increase in goodwill of 75.484 million euros. This goodwill was fully allocated to the Fagron operating segment. Expectation is that the goodwill will be fully tax deductible. The provisional fair value of the acquired assets and liabilities was determined as detailed below.

Fair value of the acquired assets and liabilities of Freedom Pharmaceuticals Inc.

(x 1,000 euros)
Property, plant and equipment	204
Inventories	1,562
Trade receivables	1,556
Cash and cash equivalents	64
Total assets	3,385
Borrowings	911
Trade payables	754
Other current payables	316
Net acquired assets	1,404
Goodwill	75,484
Total acquisition amount	76,888

In 2013, Fagron and Corilus also made a number of smaller acquisitions in Belgium, Brazil and the United States. Through these acquisitions Arseus strengthens its global market leadership in the fast growing niche market for pharmaceutical compounding. The total purchase price was 52.157 million euros. The total net assets acquired, before allocation of the acquisition price for these smaller businesses and activities, amounted to 2.904 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	938
Property, plant and equipment	806
Other non-current assets	14
Deferred tax assets	267
Inventories	819
Trade receivables	2,104
Other receivables	183
Cash and cash equivalents	2,716
Total assets	7,845
Provisions	503
Borrowings	513
Trade payables	1,082
Other current payables	2,842
Net acquired assets	2,904
Goodwill	49,253
Total acquisition amount	52,157

The fair value of a number of acquired assets and liabilities, acquired in 2013, 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. The provisional fair value of intangible assets, property, plant and equipment, deferred tax and working capital can change when the final fair value of the assets and liabilities acquired is established.

The final determination of the fair value of the assets and liabilities from previous minor acquisitions, acquired in 2012, resulted in an adjustment of 2.555 million euros (increase of goodwill). The changes are the result of the final determination of the tangible fixed assets and working capital.

The total increase in goodwill by acquisitions amounts to 127.156 million euros, of which 111.063 million euros was allocated to the Fagron operating segment, 13.178 million euros to Corilus, 2.915 million euros to discontinued operations. 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.

At year-end, the Group had an amount of approximately 58.064 million euros in contingencies. These fees payable to former shareholders were determined on the basis of business plans at the time of acquisition.

In 2013, the actual payments are 1.810 million euros lower than the initial contingencies (2012: 2.133 million euros lower actual payments).

In January 2014, Fagron further consolidated its global market leadership with the acquisition of two compounding facilities in the US and Europe. Furthermore, Fagron has signed an agreement in principle to acquire three large compounding facilities in the US. See further details in note 32.

30. Discontinued operations

The end of December 2013, Arseus completed the sale of its Dentals software Julie, Arseus Dental Lab, Arseus Dental Solutions Benelux and Arseus Dental Solutions France Ouest to Henry Schein. In November 2013, Arseus completed the sale of the dental distribution activities in the regions Paris, Lille and Lyon to MS Distribution. In July 2013, it has completed the sale of Dorge Medic to Bastide Le Confort Medical. The total consideration received, taking into account subsequent payments, amounts to 52.451 million euros. Together the divested activities represent annual sales of approximately 103 million euros.

Consideration received

(x 1,000 euros)	2013
Consideration received in cash and cash equivalents	54,000
Subsequent payments	(1,549)
Total consideration received	52,451

Analysis of assets and liabilities disposed of

(x 1,000 euros)	2013
Current assets	27,818
Inventories	13,325
Trade receivables	11,478
Other receivables	839
Cash and cash equivalents	2,176
Non-current assets	43,245
Goodwill	29,324
Other intangible assets	6,037
Property, plant and equipment	3,171
Financial assets	2
Deferred tax assets	3.533
Other non-current assets	1,178
Current liabilities	18,773
Trade payables	13,613
Taxes, remuneration and social security	4,722
Other current payables	438
Non-current liabilities	1,900
Provisions	467
Pension obligations	509
Deferred tax liabilities	924
Net assets disposed of	50,391

Gain on disposal

(x 1,000 euros)	2013
Consideration received	52,451
Net assets disposed of	(50,391)
Gain on disposal	2,060

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

The Company's Statutory Auditor is PricewaterhouseCoopers Bedrijfsrevisoren BCVBA, represented by its permanent representative, Mr Peter Van den Eynde.

(x 1,000 euros)	2013	2012
Audit fee for the Group audit
Arseus Group	491	529
Audit fee for PricewaterhouseCoopers Bedrijfsrevisoren	235	219
Audit fee for parties related to PricewaterhouseCoopers bedrijfsrevisoren	256	310
Additional services rendered by the Statutory Auditor to Arseus
Other engagements linked to the Statutory Auditor's mandate	5	58
Additional services rendered by parties related to the Statutory
Auditor
Tax advisory services	212	101
Other services	9	113

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

32. Significant events after the reporting period

In January 2014, Fagron acquired two compounding facilities in the United States and Europe. Furthermore, Fagron has signed an agreement in principle to acquire three compounding facilities in the United States. The acquisition of the three compounding facilities in the United States is expected to be closed in the second quarter of 2014. The five compounding facilities in the United States and Europe are expected to generate EBITDA of 30 million euros for the total year, of which 21 million euros is attributable to Arseus/Fagron in 2014. The expected total purchase price for these acquisitions is 160 million euros.

Arseus expects to close an US Private Placement (USPP) of 185 million US dollars, in april 2014. The USPP consists of several tranches with maturities of 3, 5 and 7 years in both US dollars and euros. The average annual fixed interest rate is 4.6%.

The funds of the USPP, will be used to partly repay existing loans and to finance acquisitions.

33. Additional notes

Off-balance sheet rights and liabilities - collateral:


•	HL Technology SA (previously operating under the name Hader SA) provided a mortgage registration in the amount of 0.937 million euros (1,150 million Swiss francs) related to its financing.

Arseus NV signed a liability statement on behalf of a number of Dutch subsidiaries, specifically:


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

34. List of the consolidated companies

Name	Address	Ownership
ABC Dental and Pharmaceutical Consultancy NV	Textielstraat 24, 8790 Waregem (Belgium)	100.0%
ACA Pharma NV	Textielstraat 24, 8790 Waregem (Belgium)	100.0%
Alternate Sistemas E Informatica Ltda	Anchieta 285, Jundiai 13.201-804 (Brazil)	100.0%
ApodanNordic PharmaPackaging A/S	Kigkurren 8 M 2. Sal, 2300 Copenhagen (Denmark)	100.0%
APPEG SA	Rue de la Sambre 6, 6032 Charleroi (Belgium)	100.0%
Arseus Beheer BV	Kralingseweg 207-211, 3062 CE Rotterdam (The Netherlands)	100.0%
Arseus België NV	Textielstraat 24, 8790 Waregem (Belgium)	100.0%
Arseus BV	Kralingseweg 207-211, 3062 CE Rotterdam (The Netherlands)	100.0%
Arseus Capital NV	Textielstraat 24, 8790 Waregem (Belgium)	100.0%
Arseus CV	Kralingseweg 207-211, 3062 CE Rotterdam (The Netherlands)	100.0%
Arseus Dental BV	Kralingseweg 207-211, 3062 CE Rotterdam (The Netherlands)	100.0%
Arseus Dental Solutions Est SARL	Boulevard Ornano Zac Axe Pleyel 30, 93200 St-Denis (France)	100.0%
Arseus Dental Solutions SAS	Boulevard Ornano Zac Axe Pleyel 30, 93200 St-Denis (France)	100.0%
Arseus Hospital NV	Rijksweg 10, 2880 Bornem (Belgium)	100.0%
Arseus Medical BV	Gelderlandhaven 4, 3433 PG Nieuwegein (The Netherlands)	100.0%
Arseus Medical NV	Textielstraat 24, 8790 Waregem (Belgium)	100.0%
Arseus NV	Textielstraat 24, 8790 Waregem (Belgium)	100.0%
B&B Pharmaceuticals Inc.	17200 East Ohio Drive, 80017 Aurora Colorado (The United States)	100.0%
Bruco Hospital NV	Dragonderdreef 5, 8570 Vichte (Belgium)	100.0%
CMIS BV BA	Mastboomstraat 4, 2630 Aartselaar (Belgium)	100.0%
CMS France Sarl	Boulevard Malesherbes 19, 75008 Paris (France)	100.0%
CMS NV	Mastboomstraat 4, 2630 Aartselaar (Belgium)	100.0%
Corilus BV	Randhoeve 221, 3995 GA Houten (The Netherlands)	100.0%
Corilus Info Santé SA	Rue Gabriel Peri 30, 92700 Colombes (France)	100.0%
Corilus SA	Rue Camille Hubert 23, 5032 Gembloux (Belgium)	100.0%
DPI Inc.	5967 S. Garnett Rd.,74146 Tulsa (The United States)	100.0%
Duo-Med NV	Berkenlaan 53, 1840 Londerzeel (Belgium)	100.0%
Dutch BioFarmaceutics BV	Steenovenweg 15, 5708 HN Helmond (The Netherlands)	100.0%
Eurotec Dental GmbH	Forumstraße 12, 41468 Neuss (Germany)	100.0%
Eurotec Dental SAS	Boulevard Ornano Zac Axe Pleyel 30, 93200 St-Denis (France)	100.0%
Fagron a.s.	Holicka 1098/31 M, 772 00 Olomouc (Czech Republic)	73.1%
Fagron Brazil Holding BV	Kralingseweg 207-211, 3062 CE Rotterdam (The Netherlands)	100.0%
Fagron BV	Venkelbaan 101, 2908 KE Capelle aan den Ijssel (The Netherlands)	100.0%
Fagron China Ltd	268 Xi Zang Middle Road, Shanghai, 200001 (China)	100.0%
Fagron Compounding Services NV	Woestijnstraat 53, 2880 Bornem (Belgium)	100.0%
Fagron Compounding Services SAS	Boulevard Ornano Zac Axe Pleyel 30,3200 St-Denis (France)	100.0%
Fagron GmbH & Co KG	Von-Bronsart-Straße 12, 22885 Barsbüttel (Germany)	100.0%
Fagron Group BV	Kralingseweg 207-211, 3062 CE Rotterdam (The Netherlands)	100.0%
Fagron Holding USA LLC	Orange street 1209, New Castle County (The United States)	100.0%
Fagron Iberica SAU	Carrer de Josep Tapiolas 150, 08226 Terrassa (Spain)	100.0%
Fagron Inc.	240 o Pilot Knobroad, 55120 St. Paul (The United States)	100.0%
Fagron Italia SrL	Via Lazzari 4-6, 40057 Quarto Inferiore (Italy)	100.0%
Fagron Nordic A/S	Kigkurren 8 M 2. Sal, 2300 Copenhagen (Denmark)	100.0%
Fagron NV	Textielstraat 20, 8790 Waregem (Belgium)	100.0%
Fagron Poland Sp. z o.o	Albatrosów 1, 30-176 Krakau (Poland)	100.0%
Fagron Sarl	Intendente Neyer 924, Beccar, , Partido de San Isidro. Provincia de Bs.As (Argentina)	100.0%
Fagron SAS	Rue Gabriel Peri 30, 92700 Colombes (France)	100.0%
Fagron Services BV	Molenwerf 13, 1911 DB Uitgeest (The Netherlands)	100.0%
Fagron Services BVBA	Industrieweg 2, 2850 Boom (Belgium)	100.0%
Fagron UK Ltd	4 B Coquet Street, NE1 2 QB Newcastle upon Tyne (The United	100.0%
	Kingdom)
Flores e Ervas Comercio Farmaceutico Ltda	Estrada Vicente Bellini, No 175 13.427-225 Piracicaba City (Brazil)	100.0%
Freedom Pharmaceuticals Inc.	801 W. New Orleans Street, 74011 Broken Arrow, Oklahoma (The United States)	100.0%
GJD NV	Ieperstraat 30, 8930 Menen (Belgium)	100.0%
HealthConnect NV	Luchthavenlaan 25 B,1800 Vilvoorde (Belgium)	100.0%
HL-Technology SA	Rue Jardiniere 153, 230 o La Chaux-de-Fonds (Switzerland)	100.0%
JCB Laboratories LLC	3510 N. Ridge RD. STE.900, KS 67205 Whichita (The United States)	100.0%
Médical Universal SAS	Boulevard Ornano Zac Axe Pleyel 30, 93200 St-Denis (France)	100.0%
Medri BVBA	Begijnhofstraat 1 B, 2870 Puurs (Belgium)	100.0%
Microgest Paramedical Software sprl	Rue du Beauregard 79, 7141 Morlanwelz/Carnières (Belgium)	100.0%
Multident GmbH	Pelikanplatz 25, 30177 Hannover (Germany)	100.0%
Nolte GmbH	Von Bronsart Strase 12, 22885 Barsbüttel (Germany)	100.0%
Orbus Farma Ltda	Calle 95 47 A-28 Bogota (Colombia)	100.0%
Owandy Benelux Sprl	Chaussée Bara 68,1420 Braine L'Alleud (Belgium)	100.0%
Owandy Iberia S1 U	Centro bbc Barajas c/jerez de los cabalieros 2, 28042 Madrid (Spain)	100.0%
Owandy Inc.	192 Lexington Avenue Suite 1101,10016 NY New York (The United States)	100.0%
Owandy Radiologie Italia Srl	Via del Guado 57, 20033 MI Desio (Italy)	100.0%
Owandy Radiology SAS	Le Coruscant 2, Rue des Vieilles Vignes, 77183 Croissy Beaubourg (France)	100.0%
Pharma Assist BV	Dieselstraat 3, 7903 AR Hoogeveen (The Netherlands)	100.0%
Pharma Cosmetic K.M. Adamowicz Sp. Z.O.O.	Ul. Pasternik 26, 31-354 Krakau (Poland)	100.0%
Pharmaflore SA	Rue Botrieux 7, 7864 Lessines (Deux-Acren) (Belgium)	100.0%
PPH Galfarm Sp. Z.O.O.	U1 Przemysłowa, 12 3 o-701 Krakau (Poland)	100.0%
Slovgal s.r.o	kiirova 19,058 01 Poprad (Slovakia)	100.0%
SM Empreendimentos Farmaceuticos Ltda	Rua Jurupari, 803 -Jardim Oriental, 04348-070 Sao Paulo (Brazil)	100.0%
SOFT 33 Sprl	Rue du Travail 11,1400 Nijvel (Belgium)	100.0%
Spruyt hillen BV	Tinbergenlaan 1, 3401 MT IJsselstein (The Netherlands)	100.0%
Steunpunt Apotheek Mierlo-Hout BV	Steenovenweg 15, 5708 HN Helmond (The Netherlands)	100.0%
Timm Health Care BV	Lorentzlaan 4, 3401 MX IJsselstein (The Netherlands)	100.0%
Twipe BV	Kralingseweg 207-211, 3062 CE Rotterdam (The Netherlands)	100.0%
Unit Dose Pack BV	Eijkenakker 12, 5571 SL Bergeijk (The Netherlands)	51.0%
Van Hopplynus Ophtalm SA	Rijksweg 10, 2880 Bornem (Belgium)	100.0%
Zenith Pharmaceuticals Cyprus Ltd	Doma Building Arch Makarios III Avenue 227, 3105 Limassol (Cyprus)	100.0%

FREE TRANSLATION

STATUTORY AUDITOR'S REPORT TO THE GENERAL SHAREHOLDERS' MEETING ON THE CONSOLIDATED ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2013

In accordance with the legal requirements, we report to you on the performance of our mandate of statutory auditor. This report includes our opinion on the consolidated financial statements, as well as the required additional statement. The consolidated financial statements comprise the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of financial position, the consolidated statement of changes in equity and consolidated statement of cash flows as at 31 December 2013 and the year then ended, and notes, comprising a summary of significant accounting policies and other explanatory information.

Report on the consolidated financial statements - Unqualified opinion

We have audited the consolidated financial statements of Arseus NV ("the Company") and its subsidiaries (jointly "the group"), prepared in accordance with International Financial Reporting Standards as adopted by the European Union, and with the legal and regulatory requirements applicable in Belgium. The consolidated statement total assets amount to EUR'000 804.693 and the consolidated income statement shows a loss for the year 2013 attributable to the equity holders of EUR'000 32.102.

Board of directors' responsibility for the preparation of the consolidated financial statements

The board of directors is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union, and with the legal and regulatory requirements applicable in Belgium, and for such internal control as the board of directors determines, is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Statutory auditor's responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing (ISAs). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the statutory auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the statutory auditor considers internal control relevant to the group's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the board of directors, as well as evaluating the overall presentation of the consolidated financial statements.

PwC BedrUfsrevisoren cvba, burgerhjke vennootschap met handelsvorm - PwC Reviseurs d'Entreprises scrl, société civile d forme commerciale - Financial Assurance Services

Maatschappelijke zetel/Siège social: Woluwe Garden, Woluwedal 18, B-1932 Sint-Stevens-Woluwe Vestigingseenheid/Unité d'établissement: Generaal Lemanstraat 67, B-2018 Antwerpen

T: +32 (0) 3 259 3011, F: +32 (0) 3 259 3099, 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 ABNABEBR

We have obtained from the board of directors and the company's officials the explanations and information necessary for performing our audit.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Unqualified Opinion

In our opinion, the consolidated financial statements give a true and fair view of the group's net equity and consolidated financial position as at 31 December 2013 and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards 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 the content of the directors' report on the consolidated financial statements.

In the context of our mandate and in accordance with the Belgian standard which is complementary to the International Standards on Auditing (ISAs) as applicable in Belgium, our responsibility is to verify, in all material respects, compliance with certain legal and regulatory requirements. On this basis, we provide the following additional statement which does not impact our opinion on the consolidated financial statements:


•	The directors' report on the consolidated financial statements includes the information required by law, is consistent with the consolidated financial statements and does not present any material inconsistencies with the information that we became aware of during the performance of our mandate.

Antwerp, 10 April 2014

**The Statutory Auditor

PwC Bedrijfsrevisoren bcvba

Represented by**

Peter Van den Eynde*

Bedrijfsrevisor/Réviseur d'Entreprises

* Peter Van den Eynde BVBA

Board Member, represented by its fixed representative, Peter Van den Eynde

Statutory financial

statement

Condensed stand-alone income statement Arseus NV

(x 1,000 euros)	2013	2012
Operating income	4,220	4,251
Other operating income	4,220	4,251
Operating expenses	6,605	11,712
Services and other goods	3.823	4,552
Employee benefit expenses	322	356
Depreciation and amortisation	1	29
Other operating expenses	2,459	6.775
Operating profit	(2,385)	(7,461)
Financial result	36,768	29,289
Profit from ordinary activities before taxes	34,383	21,828
Non-ordinary result	2,151
Profit for the year before taxes	32,232	21,828
Taxes
Profit for the year	32,232	21,828

Condensed stand-alone balance sheet Arseus NV

(x 1,000 euros)	2013	2012
Non-current assets	393,215	400,086
Property, plant and equipment	1
Financial assets	393,214	400,086
Current assets	182,327	112,419
Debtors due after one year	69,569	69,569
Debtors due within one year	43.851	36.265
Investments	18,546	6.349
Cash and cash equivalents	50,215	225
Other receivables	146	11
Total assets	575,542	512,505
Capital and reserves	347,370	336,555
Capital	321,385	320,602
Share premiums	5 o	41
Legal reserves	5.859	4,247
Unavailable reserves	18,495	5,552
Available reserves		6,113
Profit carried forward	1,582
Provisions and deferred tax	9,065	6,769
Provision for other risks	9,065	6,769
Liabilities	219,107	169,181
Creditors due after one year	131,000	131,000
Creditors due within one year	87,972	38,166
Other current payables	135	15
Total liabilities	575,542	512,505

Appropriation of profits Arseus NV

(x 1,000 euros)	2013	2012
Profit to be appropriated	32,232	21,828
Profit for the year to be appropriated	32,232	21,828
Profit carried forward from the previous year
Transfers from capital and reserves		203
To reserves		203
Transfers to capital and reserves	8,441	3,021
To statutory reserves To other reserves	1,611	1,091
	6,830	1,930
Profit to be carried forward	1,582
Profit to be carried forward	1,582
Profit to be distributed as dividends	22,209	19,010
Dividend	22,209	19,010

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 statements of Arseus NV

As required by article 105, Belgian Companies Code, this annual report contains the condensed versions of the statutory financial statements 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 2013.

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 WIP, as a percentage of net turnover
EBIT:	"Earnings Before Interests and Taxes", Profit (loss) from operating activities
EBITDA:	"Earnings Before Interests, Taxes, Depreciations and Amortizations", 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 Amortizations", 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
Gearing:	Net financial debt as a percentage of total equity
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 2013

3949_rns_2015-06-25_858d9ff9-b85c-421c-8440-4dc75ef62bab.html

Arseus NV

Waregem

Konzernabschluss zum Geschäftsjahr vom 01.01.2013 bis zum 31.12.2013

Consolidated financial statements

Consolidated income statement

Notes to the consolidated financial statements

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. Discontinued operations

14. Earnings per share

15. Intangible fixed assets

16. Property, plant and equipment

17. Financial assets and other non-current assets

18. Taxes, remuneration and social security

19. Inventories

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

21. Assets held for sale and related liabilities

22. Equity

23. Provisions

24. Pension obligations

25. Financial debts and financial instruments

26. Other current payables

27. Contingencies

28. Related parties

29. Business combinations

30. Discontinued operations

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

32. Significant events after the reporting period

33. Additional notes

34. List of the consolidated companies

FREE TRANSLATION

STATUTORY AUDITOR'S REPORT TO THE GENERAL SHAREHOLDERS' MEETING ON THE CONSOLIDATED ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2013

Statutory financial

Alphabetical terminology list

More from Fagron N.V.

Fagron N.V. Annual Report 2013