Quarterly Report • Aug 5, 2014
Quarterly Report
Open in ViewerOpens in native device viewer
Contents
| 1. Interim management report 2 | |
|---|---|
| 2. Condensed consolidated income statement 2 | |
| 3. Condensed consolidated statement of comprehensive income 3 | |
| 4. Condensed consolidated statement of financial position 4 | |
| 5. Condensed consolidated statement of changes in equity 5 | |
| 6. Condensed consolidated statement of cash flows 6 | |
| 7. Notes to the interim financial information 7 | |
| 8. Profit per share 9 | |
| 9. Non-recurring results 10 | |
| 10. Segment information 10 | |
| 11. Long Term Borrowings 12 | |
| 12. Related parties 12 | |
| 13. Business combinations 12 | |
| 14. Discontinued Operations15 | |
| 15. Assets held for sale and related liabilities16 | |
| 16. Discontinued Operations17 | |
| 17. Subsequent events18 | |
| 18. Effective tax rate 18 | |
| 19. Auditors' review report19 |
The undersigned hereby declare that, to the best of their knowledge, the condensed consolidated financial statements for the six-months period ended 30 June 2014, which have been prepared in accordance with the IAS 34 'Interim Financial Reporting' as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit and loss of the company and the undertakings included in the consolidation as a whole, and that the interim management report includes a fair review of the important events that have occurred during the first six months of the financial year and of the major transactions with the related parties, and their impact on the condensed consolidated financial statements, together with a description of the principal risks and uncertainties for the remaining six months of the financial year.
Ger van Jeveren, CEO
Jan Peeters, CFO
During the first semester of 2014, the Board of Directors has decided to start the divestment of Corilus. A detailed report on the first semester of 2014 can be found in the Arseus press release of 5 August 2014.
| (x 1,000 euros) | June 2014 | June 20131 |
|---|---|---|
| Operating income | 210,015 | 162,771 |
| Turnover | 209,149 | 162,566 |
| Other operating income | 866 | 205 |
| Operating expenses | (164,028) | (132,237) |
| Trade goods | (76,204) | (72,916) |
| Services and other goods | (33,940) | (23,117) |
| Employee benefit expenses | (45,820) | (33,319) |
| Depreciation and amortization | (7,166) | (4,070) |
| Other operating expenses | (898) | 1,186 |
| Operating profit | 45,988 | 30,534 |
| Financial income | 355 | 1,529 |
| Financial expenses | (10,991) | (8,355) |
| Profit before income tax | 35,352 | 23,708 |
| Taxes | (10,864) | (6,804) |
| Profit for the year from continuing operations | 24,488 | 16,904 |
| Profit (loss) for the year from discontinued operations | ||
| (attributable to equity owners of the company) | (17,879) | 1,893 |
| Profit (loss) for the year | 6,608 | 18,796 |
| Profit (loss) attributable to: | ||
| Equity holders of the company (net result) | 6,597 | 18,774 |
| Non-controlling interest | 11 | 22 |
| Profit (loss) for the year | 6,608 | 18,796 |
| Earnings (loss) per share attributable to owners of the parent during the year |
||
| Profit (loss) for the year per share (in euros) | 0.22 | 0.61 |
| Diluted profit (loss) for the year per share (in euros) | 0.21 | 0.60 |
The income statement of 2013 is restated for the application of IFRS 5
| (x 1,000 euros) | June 2014 | June 20132 |
|---|---|---|
| Profit after income tax for the period | 6,608 | 18,796 |
| Other comprehensive income: | ||
| Items that will not be reclassified to profit or loss | ||
| Remeasurements of post employment benefit obligations | 0 | 0 |
| Items that may be subsequently reclassified to profit | ||
| or loss | 0 | 0 |
| Currency translation differences | 9,800 | (10,260) |
| Other comprehensive income from the period, net of | ||
| tax | 9,800 | (10,260) |
| Total comprehensive income for the period | 16,408 | 8,536 |
| Attributable to: | ||
| Equity holders of the company | 16,399 | 8,587 |
| Non-controlling interest | 9 | (51) |
| Total comprehensive income for the period | ||
| attributable to equity holders of the company: | ||
| From continuing operations | 34,278 | 6,694 |
| From discontinued operations | (17,879) | 1,893 |
| 16,399 | 8,587 |
The statemen of comprehensive income 2013 is restated for the application of IFRS 5
| (x 1,000 euros) | June 2014 | December 2013 |
|---|---|---|
| Non current assets | 645,272 | 492,100 |
| Intangible assets | 544,419 | 400,587 |
| Property, plant and equipment | 57,344 | 47,454 |
| Financial assets | 813 | 867 |
| Deferred tax assets | 28,135 | 28,292 |
| Other non current assets | 14,561 | 14,900 |
| Current assets | 235,737 | 236,536 |
| Stock | 68,025 | 58,917 |
| Trade receivables | 39,150 | 29,611 |
| Other current assets | 21,764 | 19,137 |
| Cash and cash equivalents | 106,799 | 128,871 |
| Assets held for sale | 94,708 | 76,057 |
| Total assets | 975,718 | 804,693 |
| Equity | 153,916 | 155,168 |
| Non current liabilities | 551,364 | 389,097 |
| Provisions | 9,134 | 9,197 |
| Pension obligations | 4,350 | 4,286 |
| Deferred tax liabilities | 19,692 | 4,451 |
| Borrowings | 515,111 | 368,698 |
| Financial instruments | 3,077 | 2,463 |
| Current liabilities | 241,661 | 230,364 |
| Borrowings | 8,265 | 55,004 |
| Trade payables | 58,959 | 55,551 |
| Taxes, remuneration and social security | 34,770 | 28,842 |
| Other current payables | 139,668 | 90,968 |
| Liabilities directly associated with assets classified as | ||
| held for sale | 28,776 | 30,064 |
| Total liabilities | 821,802 | 649,525 |
| Total equity and liabilities | 975,718 | 804,693 |
| (x 1,000 euros) | Share capital & share premium |
Other reserves |
Treasury shares |
Retained earnings |
Total | Non control ling interest |
Total equity |
|---|---|---|---|---|---|---|---|
| Balance at 31 December 2012 |
318,134 | (208,349) | (4,263) | 135,910 | 241,432 | 3,753 | 245,186 |
| Profit for the period | 18,774 | 18,774 | 22 | 18,796 | |||
| Other comprehensive income for the period, net of income tax |
(10,187) | (10,187) | (73) | (10,260) | |||
| Total comprehensive income for the period |
318,134 | (218,536) | (4,263) | 154,684 | 250,019 | 3,703 | 253,722 |
| Capital increase | 793 | 793 | 793 | ||||
| Treasury shares | (2,061) | (2,061) | (2,061) | ||||
| Result on treasury shares | (4,637) | (4,637) | (4,637) | ||||
| Dividends | (18,842) | (18,842) | (18,842) | ||||
| Share-based payments | 153 | 153 | 153 | ||||
| Balance at 30 June 2013 | 318,927 | (218,383) | (10,961) | 135,842 | 225,425 | 3,703 | 229,128 |
| Profit for the period | (50,876) | (50,876) | 50 | (50,826) | |||
| Other comprehensive income for the period, net of income tax |
(12,363) | (12,363) | (136) | (12,499) | |||
| Total comprehensive income for the period |
318,927 | (230,746) | (10,961) | 84,966 | 162,186 | 3,703 | 229,128 |
| Treasury shares | (10,881) | (10,881) | (10,881) | ||||
| Share-based payments | 247 | 247 | 247 | ||||
| Balance at 31 December 2013 |
318,927 | (230,499) | (21,842) | 84,966 | 151,553 | 3,615 | 155,168 |
| Profit for the period | 6,597 | 6,597 | 11 | 6,608 | |||
| Other comprehensive income for the period, net of income tax |
9,802 | 9,802 | (2) | 9,800 | |||
| Total comprehensive income for the period |
318,927 | (220,697) | (21,842) | 91,563 | 167,952 | 3,624 | 171,576 |
| Capital increase | 733 | 733 | 733 | ||||
| Treasury shares | 7,109 | 7,109 | 7,109 | ||||
| Result on treasury shares | (3,860) | (3,860) | (3,860) | ||||
| Dividends | (22,209) | (22,209) | (22,209) | ||||
| Share-based payments | 568 | 568 | 568 | ||||
| Balance at 30 June 2014 | 319,660 | (220,129) | (18,593) | 69,354 | 150,292 | 3,624 | 153,916 |
| (x 1,000 euros) | June 2014 | June 2013 |
|---|---|---|
| Operating activities | ||
| Profit before income taxes | 24,656 | 25,121 |
| Taxes paid | (3,273) | (4,317) |
| Adjustments for financial items | 13,194 | 10,450 |
| Total adjustments for non-cash items | 21,631 | 8,903 |
| Total changes in working capital | (9,755) | (15,908) |
| Total cash flow from operating activities | 46,453 | 24,249 |
| Investment activities | ||
| Capital expenditures | (9,826) | (10,499) |
| Investments in existing shareholdings (subsequent payments) and in new holdings |
(161,879) | (76,117) |
| Proceeds from disposal of available-for-sale financial assets | 28,627 | |
| Total cash flow from investing activities | (143,078) | (86,616) |
| Financing activities | ||
| Capital increase | 733 | 793 |
| Purchase of treasury shares | 3,248 | (7,371) |
| Dividends paid | (22,189) | (18,652) |
| New borrowings | 221,914 | 105,935 |
| Reimbursement of borrowings | (123,608) | (6,355) |
| Interest received | 446 | 383 |
| Interest paid | (7,612) | (5,703) |
| Total cash flow from financing activities | 72,932 | 69,031 |
| Total net cash flow for the period | (23,693) | 6,665 |
| Cash and cash equivalents – start of the period | 135,412 | 72,352 |
| Gains or losses on exchange on liquid assets | 1,261 | (377) |
| Cash and cash equivalents – end of the period | 112,980 | 78,640 |
| Change in cash and cash equivalents | (23,693) | 6,665 |
| Cash flows from discontinued operations | ||
| Cash flow from operating activities | 4,416 | 2,853 |
| Cash flow from investing activities | (9,844) | (16,666) |
| Cash flow from financing activities | 3,729 | 10,143 |
| Total net cash flow from discontinued operations | (1,699) | (3,670) |
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. The Company is subdivided into two divisions and operates in the markets for pharmaceutical compounding and precision components and orthopaedic tools for dental and medical professionals. The Company is a public company, founded and located in Belgium, with registered office at Textielstraat 24, 8790 Waregem. The company number is BE 0890 535 026. The operational activities of the Arseus group are driven by the Dutch company Arseus BV. The head office of Arseus BV is located in Rotterdam.
Arseus' shares are listed on the regulated markets of NYSE Euronext Brussels and Amsterdam.
This condensed consolidated interim financial information was approved for issue by the Board of Directors on 4 August 2014.
This condensed consolidated interim financial information for the first half of 2014, including the comparative figures for 2013, has been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union. The condensed consolidated interim financial information must be read in conjunction with the annual financial statements for the year 2013 (including the principles for financial reporting) which is available at www.arseus.com.
The accounting policies used to prepare the consolidated interim financial statements for the first half of 2013 are consistent with those applied in the Arseus consolidated financial statements for the year ended 31 December 2013.
The accounting policies were consistently applied for all periods presented.
A summary of the most important accounting policies can be found in the 2013 annual report. The annual report can be consulted through the following web link: www.arseus.com.
This condensed consolidated interim financial information has been prepared in accordance with IFRS standards and IFRIC interpretations that apply, or which are applied early, as of 30 June 2014 and which have been endorsed by the European Union.
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 2014:
The application of the aforementioned amendment does not constitute a significant impact on the financial information of the Company.
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 2014:
IFRIC 21 'Levies', effective for annual periods beginning on or after 17 June 2014.
The application of the aforementioned amendments does not constitute a significant impact on the financial information of the Company.
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 1 January 2014 and have not been endorsed by the European Union:
No new standards, amendments to standards and interpretations were early-adopted. Management is currently assessing the impact on the annual statements.
| (in euros) | June 2014 | June 2013 |
|---|---|---|
| Basic earnings (loss) per share | 0.22 | 0.61 |
| - from continued operations | 0.80 | 0.55 |
| - from discontinued operations | (0.58) | 0.06 |
| Diluted earnings (loss) per share | 0.21 | 0.60 |
| - from continued operations | 0.79 | 0.54 |
| - from discontinued operations | (0.58) | 0.06 |
| Basic earnings (loss) per share before non recurring items |
0.83 | 0.64 |
| - from continued operations | 0.87 | 0.55 |
| - from discontinued operations | (0.04) | 0.09 |
| Diluted earnings (loss) per share before non recurring items |
0.82 | 0.63 |
| - from continued operations | 0.86 | 0.54 |
| - from discontinued operations | (0.04) | 0.09 |
| (x 1,000 euros) | June 2014 | June 2013 |
|---|---|---|
| Profit (loss) attributable to equity holders of the company |
6,597 | 18,774 |
| - from continued operations | 24,476 | 16,882 |
| - from discontinued operations | (17,879) | 1,893 |
| Non-recurring items, after tax | 18,782 | 909 |
| - from continued operations | 2,099 | (56) |
| - from discontinued operations | 16,683 | 965 |
| Profit (loss) before non-recurring items attributable to equity holders of the company |
25,379 | 19,683 |
| - from continued operations | 26,576 | 16,825 |
| - from discontinued operations | (1,197) | 2,858 |
The diluted earnings are equal to the 'basic' earnings.
Weighted average number of ordinary shares
| (number of shares x 1,000) | June 2014 | June 2013 | |||
|---|---|---|---|---|---|
| Weighted average number of ordinary shares | 30,605 | 30,697 | |||
| Effect of warrants and stock options | 351 | 451 |
The weighted average number of ordinary shares used in the calculations are as follows:
On 30 June 2013 the capital represented 31,431,360 shares, 527,753 of which are treasury shares held by Arseus NV. As result of the exercise of warrants 73,002 new shares have been issued.
(diluted) 30,956 31,147
The recurring earnings per share for the period are defined as the net profit for the period before non-recurring items.
See note 9 for definition and calculation of the non-recurring items (after tax), from continued operations. The non-recurring items from discontinued operations are defined as results see note 9 related to discontinued operations including impairments and costs to sell.
The total non-recurring result, from continued operations, included in the EBIT amount to 2.5 million euros cost (June 2013: 1.2 million euros costs). This negative result mainly includes acquiring costs, integration costs and reorganisation costs. In addition, the revaluation of the financial derivatives constitutes a non-recurring result of 0.6 million euros cost in the first semester of 2014 and 1.3 million euros profit in the first semester of 2013. The total non-recurring result after income taxes, from continued operations, are calculated by multiplying the sum of the non-recurring costs by the weighted average effective income tax rate and come to 1.0 million euros (June 2013: 19 thousand euros).
Arseus divisional structure is tailored to the various activities of Arseus and also supports effective decision-making and individual responsibility. The two segments are Fagron 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 on the basis of four main operational segments:
The segment results for continued operations for the reporting period ending 30 June 2014 are as follows:
| (x 1,000 euros) | Fagron | HL Technology |
Total |
|---|---|---|---|
| Turnover | 204,131 | 5,018 | 209,149 |
| EBITDA before non recurring items and corporate costs |
58,228 | 788 | 59,016 |
| Corporate costs | (3,346) | ||
| Non-recurring items | (2,516) | ||
| Depreciations and amortizations | (7,166) | ||
| Operating profit | 45,987 |
The segment results for continued operations for the reporting period ending 30 June 2013 are as follows:
| (x 1,000 euros) | Fagron | HL Technology |
Total |
|---|---|---|---|
| Turnover | 158,158 | 4,408 | 162,566 |
| EBITDA before non recurring items and corporate costs |
38,749 | 136 | 38,885 |
| Corporate costs | (3,072) | ||
| Non-recurring items | (1,209) | ||
| Depreciations and amortizations | (4,070) | ||
| Operating profit | 30,534 |
In 2014 and 2013, there are no inter-segment revenues regarding Fagron and HL Technology.
As on 30 June 2014, the assets and liabilities, as well as the capital expenditure (investments) for continued operations, are as follows:
| (x 1,000 euros) | Fagron | HL Technology |
Un allocated |
Total |
|---|---|---|---|---|
| Total Assets | 769,176 | 22,857 | 88,977 | 881,010 |
| Total liabilities | 245,648 | 3,204 | 544,174 | 793,026 |
| Capital expenditure | 5,147 | 199 | 5,347 |
As on 31 December 2013, the assets and liabilities, as well as the capital expenditure (investments) for continued operations, are as follows:
| (x 1,000 euros) | Fagron | HL Technology |
Un allocated |
Total |
|---|---|---|---|---|
| Total assets | 518,970 | 22,602 | 187,064 | 728,636 |
| Total liabilities | 154,877 154,877 |
3,304 | 461,280 | 619,461 |
| Capital expenditure | 3,30 4,791 4 |
85 | 330 | 5,206 |
In April 2014, Arseus issued an US Private Placement (USPP) of 185 million US dollars. The USPP is in line with Arseus' financial strategy to further diversify its sources of financing. 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 are used to partly repay existing loans and to finance acquisitions.
The members of the Executive Committee, the CEO and the non-executive directors are considered as related parties. The remuneration policy is described in the Corporate Governance Statement which is part of the 2013 annual report. The remuneration is determined on a yearly basis, therefore no further details are provided in these interim financial statements.
In the first semester of 2014 Arseus acquired several companies. 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 contribution to the profit of Arseus have not been reported separately.
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 acquisition involved a payment of approximately 77.656 million euros. The final fair value of the assets and liabilities acquired was established, representing a decrease in goodwill of 5.1 million euros, mainly due to valuing and recognition of the customer base. Expectation is that the goodwill will be fully tax deductible. The fair value of the acquired assets and liabilities was determined as detailed below.
| Fair value of the acquired assets and liabilities (x 1,000 euros) | ||||
|---|---|---|---|---|
| Intangible assets | 9,048 | |||
| Property, plant and equipment | 210 | |||
| Deferred tax assets | 25 | |||
| Inventories | 1,492 | |||
| Trade receivables | 1,556 | |||
| Cash | 64 | |||
| Total assets | 12,394 | |||
| Financial debt | 525 | |||
| Deferred tax liabilities | 3,555 | |||
| Trade payables | 754 | |||
| Other current debts | 316 |
| Net acquired assets | 7,243 |
|---|---|
| Goodwill | 70,413 |
| Total acquisition amount | 77,656 |
The end of 2013, US company JCB Laboratories Inc. was acquired. The acquisition involved a payment of approximately 15.972 million euros, representing an increase in goodwill of 14.812 million euros mainly recognised in 2013. This goodwill was allocated to the operating company segment Fagron. 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 (x 1,000 euros) | |
|---|---|
| Property, plant and equipment | 718 |
| Deferred tax assets | 32 |
| Inventories | 320 |
| Trade receivables | 455 |
| Cash | (83) |
| Total assets | 1,442 |
| Financial debt | 44 |
| Trade payables | 113 |
| Other current debts | 125 |
| Net acquired assets | 1,160 |
| Goodwill | 14,812 |
| Total acquisition amount | 15,972 |
In April 2014, US company Pharmacy Services Inc. was acquired. Fagron has further strengthened its worldwide market leadership with this acquisition of compounding facilities. Through this acquisition Fagron gained the number one market position in US compounding.
The acquisition involved a payment of approximately 160.273 million euros, representing an increase in goodwill of 134.673 million euros. 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 (x 1,000 euros) | |
|---|---|
| Intangible assets | 31,861 |
| Property, plant and equipment | 2,853 |
| Deferred tax assets | 57 |
| Inventories | 1,341 |
| Trade receivables | 4,085 |
| Other receivables | 108 |
| Cash | 6,290 |
| Total assets | 46,595 |
| Deferred tax liabilities | 11,094 |
| Trade payables | 819 |
|---|---|
| Other current debts | 9,082 |
| Net acquired assets | 25,600 |
| Goodwill | 134,673 |
| Total acquisition amount | 160,273 |
In January 2014, Panoramix B.V. was acquired. The acquisition involved a payment of approximately 49.082 million euros, representing an increase in goodwill of 39.844 million euros. This goodwill was allocated to the operating company segment Fagron. The provisional fair value of the acquired assets and liabilities was determined as detailed below.
| Fair value of the acquired assets and liabilities (x 1,000 euros) | |
|---|---|
| Property, plant and equipment | 5,771 |
| Other non-current assets | 3 |
| Inventories | 3,171 |
| Trade receivables | 2,314 |
| Other receivables | 3,448 |
| Cash | (287) |
| Total assets | 14,420 |
| Financial debts | 210 |
| Deferred tax liabilities | 1,095 |
| Trade payables | 760 |
| Other current debts | 3,117 |
| Net acquired assets | 9,238 |
| Goodwill | 39,844 |
| Total acquisition amount | 49,082 |
Furthermore, some smaller companies and activities were acquired during 2014. The total net assets acquired, before allocation of the acquisition price, amounted to 0.322 million euros negative.
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.
The fair value of a number of acquired assets and liabilities, acquired in 2014, 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 2013, resulted in an adjustment of 1.814 million euros (decrease of goodwill). The changes are mainly the result of the recognition of intangible assets partly offset by the derecognition of inventories.
The total changes in goodwill from acquisitions represents an increase of 161.681 million euros.
At first semester closing the Group had 68.375 million euros in contingencies. These fees payable to former shareholders were determined on the basis of business plans at the time of acquisition. In 2014 the actual payments were equal to the recognised contingencies (first semester 2013: - 1.810 million euros lower payments).
| (x 1,000 euros) | 2014 |
|---|---|
| Balance at 1 January | 58,063 |
| Additions through business combinations | 48,470 |
| Used during the period | (38,159) |
| Unused amounts reversed | |
| Balance at 30 June | 68,375 |
The contingent liabilities mainly relate to earn-out agreements of acquisitions in the United States. The earn-out agreements are based on the companies' operating income before depreciation and amortisation of 2014 and 2015. The recognised contingencies are based on the companies' projected operating income.
The end of June 2014, the divestment program of the Healthcare Specialties and Healthcare Solutions divisions has been virtually completed. The end of April 2014 Arseus completed the divestments of Medical Universal SAS and Eurotec SAS. The end of June 2014, Arseus finalised the sale of Duo-Med, Owandy Radiology and Arseus Medical. Duo-Med was sold to ABN Amro Participaties, Owandy Radiology to Villa Sistemi Medicali based in Milan and Arseus Medical was acquired by entrepreneurs Cedric De Quinnemar and Jan Ponnet.
The companies mentioned above were classified to 'Assets held for sale' in 2013. In 2014, management recognised an additional impairment loss of 6.512 million euros. Further details on the disposed assets and liabilities and the calculation of the gain on the disposal are explained in note 16.
Arseus intends to sell Corilus. The management expects the fair value less costs to sell of the discontinued operations will be higher than the carrying amount of the related assets and liabilities. Accordingly, no impairment loss was recognised by management, 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 15.
The combined results of the discontinued operations included in the profit for the year are set out below. The comparative profit and cash flows from discontinued operations have been represented to include those operations classified as discontinued in 2014.
| (x 1,000 euros) | June 2014 | June 2013 |
|---|---|---|
| Operating income | 64,024 | 120,326 |
| Turnover | 63,287 | 120,139 |
| Other operating income | 737 | 187 |
| Expenses | 65,553 | 118,912 |
| Profit before tax | (1,529) | 1,414 |
| Attributable income tax expenses | (275) | 479 |
| Loss on remeasurement to fair value, settlement costs and costs to sell | (16,076) | |
| Loss for the year from discontinued operations (attributable | ||
| to Equity holders of the company) | (17,879) | 1,893 |
The 'Assets held for sale' mainly relate to the activities of Corilus which is expected to be sold within one year. An overview of the assets and liabilities to be sold is:
| (x 1,000 euros) | June 2014 |
|---|---|
| Intangible assets | 72,362 |
| Property, plant and equipment | 1,717 |
| Deferred tax assets | 1,708 |
| Other non-current assets | 296 |
| Inventories | 4,400 |
| Trade receivables | 7,057 |
| Other receivables | 4,647 |
| Cash and cash equivalents | 2,522 |
| Assets held for sale | 94,708 |
| Provisions | 142 |
| Pension obligations | 74 |
| Deferred tax liabilities | 855 |
| Borrowings | 91 |
| Trade payables | 8,732 |
| Taxes, remuneration and social security | 5,081 |
| Other current payables | 13,803 |
| Liabilities directly associated with assets classified as held for | |
| sale | 28,776 |
The first semester of 2014, virtually all dental and medical activities are divested.
| (x 1,000 euros) | June 2014 |
|---|---|
| Consideration received in cash and cash equivalents | 30,322 |
| Subsequent payments | 2,251 |
| Total consideration | 32,573 |
The received consideration minus cost to sell amounts to 28.627 million euros.
| (x 1,000 euros) | June 2014 |
|---|---|
| Current assets | 32,209 |
| Inventories | 8,821 |
| Trade receivables | 15,409 |
| Other receivables | 4,320 |
| Cash and cash equivalents | 3,659 |
| Non-current assets | 21,505 |
| Intangible assets | 16,575 |
| Property, plant and equipment | 3,316 |
| Financial assets | |
| Deferred tax assets | 1,326 |
| Other non-current assets | 288 |
| Current liabilities | 19,637 |
| Trade payables | 11,492 |
| Taxes, remuneration and social security | 5,546 |
| Other current payables | 2,599 |
| Non-current liabilities | 1,502 |
| Provisions | 482 |
| Pension obligations | 713 |
| Deferred tax liabilities | (250) |
| Borrowings | 557 |
| Net assets disposed of | 32,573 |
For the outlook of the financial year 2013, please refer to the press release of 5 August 2014. The main risks and uncertainties are the same as those mentioned in the 2013 annual report.
Recognised income tax expenses are based on management's best estimate of the weighted average annual income tax rate of 30.7%, which is expected for the full financial year 2014 (2013: 25.2%).
To the Board of Directors Arseus NV
Statutory auditor's report on review of condensed consolidated financial information for the period ended 30 June 2014
We have reviewed the accompanying condensed consolidated statement of financial position of Arseus NV and its subsidiaries as of 30 June 2014 and the related condensed consolidated income statement, condensed consolidated statement of comprehensive income, condensed consolidated statement of changes in equity and condensed consolidated statement of cash flows for the 6-month period then ended, as well as the explanatory notes. The board of directors is responsible for the preparation and presentation of this condensed consolidated financial information in accordance with IAS 34, as adopted by the European Union. Our responsibility is to express a conclusion on this condensed consolidated financial information based on our review.
We conducted our review in accordance with International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity." A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated financial information is not prepared, in all material respects, in accordance with IAS 34, as adopted by the European Union.
Antwerp, August 4, 2014
The statutory auditor PwC Reviseurs d'Entreprises sccrl / Bedrijfsrevisoren bcvba Represented by
Peter Van den Eynde* Bedrijfsrevisor
*Peter Van den Eynde BVBA
Board Member, represented by its fixed representative, Peter Van den Eynde
PwC Bedrijfsrevisoren cvba, burgerlijke vennootschap met handelsvorm - PwC Reviseurs d'Entreprises scrl, société civile à 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
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.