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SPIE SA — Annual Report 2017
Mar 9, 2018
1681_10-k_2018-03-09_476932ea-eccf-4277-a108-f4fbfdee9364.pdf
Annual Report
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2017 ANNUAL FINANCIAL REPORT
Co nsol as S lidate s at D SPI ed fin Decem IE G nanc mbe GR cial s r 31, RO tatem 2017 UP ment 7 P ts
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| 1. | CONSOLIDATED INCOME STATEMENT 5 | ||
|---|---|---|---|
| 2. | CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 6 | ||
| 3. | CONSOLIDATED STATEMENT OF FINANCIAL POSITION 7 | ||
| 4. | CONSOLIDATED CASH FLOW STATEMENT 8 | ||
| 5. | CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 9 | ||
| 7. | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 10 | ||
| NOTE 1. | GENERAL INFORMATION 10 | ||
| Accounting policies and measurement methods 10 | |||
| NOTE 2. | BASIS OF PREPARATION 10 | ||
| 2.1. | STATEMENT OF COMPLIANCE10 | ||
| 2.2. | ACCOUNTING POLICIES10 | ||
| 2.3. | CRITICAL JUDGMENT AND ESTIMATES 11 | ||
| NOTE 3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 11 | ||
| 3.1. | CONSOLIDATION 11 | ||
| 3.2. | SEGMENT REPORTING 12 | ||
| 3.3. | BUSINESS COMBINATIONS AND GOODWILL 13 | ||
| 3.4. | REVENUE RECOGNITION 14 | ||
| 3.5. | OTHER OPERATING INCOME AND EXPENSES 14 | ||
| 3.6. | ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS 15 | ||
| 3.7. | LEASE CONTRACTS 15 | ||
| 3.8. | INTANGIBLE ASSETS 15 | ||
| 3.9. | PROPERTY, PLANT AND EQUIPMENT 16 | ||
| 3.10. 3.11. |
IMPAIRMENT OF GOODWILL, PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS 16 FINANCIAL ASSETS 17 |
||
| 3.12. | FINANCIAL LIABILITIES 19 | ||
| 3.13. | DERIVATIVE FINANCIAL INSTRUMENTS 19 | ||
| 3.14. | INVENTORIES 19 | ||
| 3.15. | CASH AND CASH EQUIVALENTS 20 | ||
| 3.16. | INCOME TAXES 20 | ||
| 3.17. | PROVISIONS 20 | ||
| 3.18. | EMPLOYEE BENEFITS 21 | ||
| NOTE 4. | ADJUSTEMENTS ON PREVIOUS PERIODS 23 | ||
| Significant events of the period 24 | |||
| NOTE 5. | SIGNIFICANT EVENTS 24 | ||
| 5.1. | SPIE's STRATEGIC DEVELOPMENT IN GERMANY 24 | ||
| 5.2. | SAG INTEGRATION PROCESS24 | ||
| 5.3. | ISSUANCE OF BOND FOR AN AMOUNT OF €600 MILLION 24 | ||
| 5.4. | "AMBITION 2020" PROJECT 25 | ||
| NOTE 6. | ACQUISITIONS AND DISPOSALS 26 | ||
| 6.1 | CHANGES IN SCOPE26 | ||
| 6.2 | CHANGES IN METHOD30 | ||
| 6.3 | IMPACT OF NEWLY CONSOLIDATED COMPANIES 31 | ||
| Segment information 32 | |||
| NOTE 7. | SEGMENT INFORMATION 32 | ||
| 7.1. | INFORMATION BY OPERATING SEGMENT 32 | ||
| 7.2. | PRO-FORMA INDICATORS 33 | ||
| 7.3. | NON-CURRENT ASSETS BY ACTIVITY 33 | ||
| 7.4. | PERFORMANCE BY GEOGRAPHIC AREA 34 | ||
| 7.5. | INFORMATION ABOUT MAJOR CUSTOMERS 34 | ||
| Notes to the consolidated income statement 35 | |||
| NOTE 8. | OTHER OPERATING INCOME AND EXPENSES 35 | ||
| 8.1. | OPERATING EXPENSES 35 | ||
| 8.2. | EMPLOYEE COST 35 | ||
| 8.3. | OTHER OPERATING INCOME (LOSS) 37 | ||
| NOTE 9. | NET FINANCIAL COST AND FINANCIAL INCOME AND EXPENSES 38 |
| NOTE 10. | INCOME TAX 38 | |
|---|---|---|
| 10.1. | TAX RATE 38 | |
| 10.2. | CONSOLIDATED INCOME TAX EXPENSE 39 | |
| 10.3. 10.4. |
DEFERRED TAX ASSETS AND LIABILITIES 39 TAX LOSS CARRIED FORWARD40 |
|
| 10.5. | RECONCILIATION BETWEEN PROVISION FOR INCOME TAXES AND PRE-TAX INCOME 41 | |
| NOTE 11. | DISCONTINUED OPERATIONS 42 | |
| NOTE 12. | EARNINGS PER SHARE 43 | |
| 12.1. | DISTRIBUTABLE EARNINGS 43 | |
| 12.2. | NUMBER OF SHARES 43 | |
| 12.3. | EARNINGS PER SHARE 44 | |
| NOTE 13. | DIVIDENDS 44 | |
| Notes to the statement of financial position 45 | ||
| NOTE 14. | GOODWILL 45 | |
| 14.1. | CHANGES IN GOODWILL 45 | |
| 14.2. | IMPAIRMENT TEST FOR GOODWILL 47 | |
| NOTE 15. | INTANGIBLE ASSETS 48 | |
| 15.1. 15.2. |
INTANGIBLE ASSETS – GROSS VALUES 48 INTANGIBLE ASSETS –AMORTIZATION AND NET VALUES 49 |
|
| NOTE 16. | PROPERTY, PLANT AND EQUIPMENT 50 | |
| 16.1. | PROPERTY, PLANT AND EQUIPMENT – GROSS VALUES 50 | |
| 16.2. | PROPERTY, PLANT AND EQUIPMENT – DEPRECIATION & NET VALUES 50 | |
| NOTE 17. | EQUITY 51 | |
| 17.1. | SHARE CAPITAL 51 | |
| 17.2. | FREE PERFORMANCE SHARES 51 | |
| NOTE 18. | PROVISIONS 52 | |
| 18.1. | PROVISIONS FOR EMPLOYEE BENEFIT OBLIGATIONS 52 | |
| 18.2. | OTHER PROVISIONS 55 | |
| NOTE 19. | WORKING CAPITAL REQUIREMENT 57 | |
| 19.1. | CHANGE IN WORKING CAPITAL: RECONCILIATION BETWEEN BALANCE SHEET AND CASH FLOW STATEMENT 58 | |
| 19.2. | FRENCH TAX CREDIT FOR COMPETITIVENESS AND EMPLOYMENT (CICE) 58 | |
| 19.3. | TRADE AND OTHER RECEIVABLES 58 | |
| 19.4. | ACCOUNTS PAYABLE 59 | |
| NOTE 20. | FINANCIAL ASSETS AND LIABILITIES 59 | |
| 20.1. 20.2. |
NON-CONSOLIDATED SHARES 59 NET CASH AND CASH EQUIVALENTS 60 |
|
| 20.3. | BREAKDOWN OF NET DEBT60 | |
| 20.4. | NET DEBT 62 | |
| 20.5. | RECONCILIATION WITH THE CASH FLOW STATEMENT POSITIONS 62 | |
| 20.6. | SCHEDULED PAYMENTS FOR FINANCIAL LIABILITIES 63 | |
| 20.7. 20.8. |
OTHER FINANCIAL ASSETS 64 FINANCIAL DISCLOSURES FROM COMPANIES ACCOUNTED FOR UNDER THE EQUITY METHOD 64 |
|
| 20.9. | CARRYING AND FAIR VALUE OF FINANCIAL INSTRUMENTS BY ACCOUNTING CATEGORY 65 | |
| NOTE 21. | FINANCIAL RISK MANAGEMENT 66 | |
| 21.1. | DERIVATIVE FINANCIAL INSTRUMENTS 66 | |
| 21.2. | INTEREST RATE RISK67 | |
| 21.3. | FOREIGN EXCHANGE RISK 67 | |
| 21.4. 21.5. |
COUNTERPARTY RISK 68 LIQUIDITY RISK 68 |
|
| 21.6. | CREDIT RISK 68 | |
| Notes regarding cash flow statement 70 | ||
| NOTE 22. 22.1. |
NOTES TO THE CASH FLOW STATEMENT 70 RECONCILIATION WITH CASH ITEMS OF THE STATEMENT OF FINANCIAL POSITION 70 |
|
| 22.2. | IMPACT OF CHANGES IN THE SCOPE OF CONSOLIDATION 70 | |
| 22.3. | IMPACT OF OPERATIONS HELD FOR SALE 70 | |
| Other notes 71 | ||
| NOTE 23. | RELATED PARTY TRANSACTIONS 71 | |
| 23.1. | DEFINITIONS 71 |
| 23.3. | ATTENDANCE FEES 71 | |
|---|---|---|
| 23.4. | INVESTMENTS IN ASSOCIATES 71 | |
| 23.5. | TAX GROUP AGREEMENTS 72 | |
| NOTE 24. | CONTRACTUAL OBLIGATIONS AND OFF BALANCE SHEET COMMITMENTS 72 | |
| 24.1. | OPERATING LEASE COMMITMENTS 72 | |
| 24.2. | OPERATIONAL GUARANTEES 72 | |
| 24.3. | OTHER COMMITMENTS GIVEN AND RECEIVED 73 | |
| NOTE 25. | STATUTORY AUDITORS' FEES 73 | |
| NOTE 26. | SUBSEQUENT EVENTS 74 | |
| 26.1 | EXTERNAL GROWTH 74 | |
| 26.2 | GALILEO AND ARIANE PROJECTS – FRENCH SEGMENTS 74 | |
| 26.3 | REFINANCING OF BANK LOAN 74 | |
| NOTE 27. | SCOPE OF CONSOLIDATION 75 |
1. CONSOLIDATED INCOME STATEMENT
| In thousands of euros | Notes | 2016 Restated* |
2017 |
|---|---|---|---|
| Revenue | 7 | 4,952,313 | 6,127,993 |
| Other income | 33,145 | 56,612 | |
| Operating expenses | 8.1 | (4,675,629) | (5,864,742) |
| Recurring operating income | 309,829 | 319,863 | |
| Other operating expenses | (27,453) | (67,922) | |
| Other operating income | 11,634 | 11,123 | |
| Total other operating income (expenses) | 8 | (15,819) | (56,798) |
| Operating income | 294,010 | 263,065 | |
| Net income (loss) from companies accounted for under the equity method | 7.1 | 426 | 490 |
| Operating income including companies accounted for under the equity method |
294,436 | 263,555 | |
| Interests charges and losses from cash equivalents | (38,878) | (58,275) | |
| Gains from cash equivalents | 187 | 581 | |
| Costs of net financial debt | 9 | (38,691) | (57,694) |
| Other financial expenses | (34,545) | (32,902) | |
| Other financial incomes | 21,353 | 14,819 | |
| Other financial income (expenses) | 9 | (13,192) | (18,083) |
| Net income before taxes | 242,553 | 187,778 | |
| Income tax expenses | 10 | (46,869) | (72,273) |
| Net income from continuing operations | 195,684 | 115,505 | |
| Net income from discontinued operations | 11 | (11,652) | (4,033) |
| NET INCOME | 184,032 | 111,472 | |
| Net income from continuing operations attributable to: | |||
| . Owners of the parent | 195,672 | 114,435 | |
| . Non-controlling interests | 12 | 1,070 | |
| 195,684 | 115,505 | ||
| Net income attributable to: | |||
| . Owners of the parent | 184,020 | 110,402 | |
| . Non-controlling interests | 12 | 1,070 | |
| 184,032 | 111,472 | ||
| 12 | 1.19 | 0.72 | |
| Net income Share of the Group – earning per share | 1.19 | 0.71 | |
| Net income Share of the Group – diluted earnings per share Dividend per share (proposal for 2017) |
0.53 | 0.56 |
* Comparative data for 2016 have been restated, See Note 4
2. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
| In thousands of euros | 2016 | 2017 |
|---|---|---|
| Net income recognized in income statement | 184,032 | 111,472 |
| Actuarial losses on post-employment benefits | (14,757) | 33,343 |
| Tax effect | 4,275 | (9,640) |
| Items that will not be reclassified to income | (10,482) | 23,703 |
| Currency translation adjustments | (912) | (8,328) |
| Fair value adjustments on future cash flows | 325 | 368 |
| Other | ||
| Tax effect | (112) | (127) |
| Items that may be reclassified to income | (699) | (8,087) |
| TOTAL COMPREHENSIVE INCOME | 172,851 | 127,088 |
| Attributable to: | ||
| . Owners of the parent | 172,865 | 125,964 |
| . Non-controlling interests | (14) | 1,124 |
3. CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| In thousands of euros | Notes | Dec 31, 2016 Restated |
Dec 31, 2017 |
|---|---|---|---|
| Non-current assets | |||
| Intangible assets | 15 | 777,366 | 1,075,590 |
| Goodwill | 14 | 2,207,341 | 3,015,955 |
| Property, plant and equipment | 16 | 99,923 | 180,446 |
| Investments in companies accounted for under the equity method | 20 | 2,913 | 3,062 |
| Non-consolidated shares and long-term loans | 20 | 58,421 | 65,081 |
| Other non-current financial assets | 4,633 | 5,142 | |
| Deferred tax assets | 10 | 235,364 | 288,778 |
| Total non-current assets | 3,385,961 | 4,634,054 | |
| Current assets | |||
| Inventories | 19 | 24,554 | 37,281 |
| Trade receivables | 19 | 1,370,872 | 1,850,370 |
| Current tax receivables | 26,960 | 41,586 | |
| Other current assets | 19 | 226,361 | 246,642 |
| Other current financial assets | 7,629 | 7,881 | |
| Cash management financial assets | 20 | 5,500 | 4,800 |
| Cash and cash equivalents | 20 | 560,157 | 538,541 |
| Total current assets from continuing operations | 2,222,033 | 2,727,101 | |
| Assets classified as held for sale | 11 | 15,238 | 396,069 |
| Total current assets | 2,237,271 | 3,123,170 | |
| TOTAL ASSETS | 5,623,232 | 7,757,224 |
| In thousands of euros | Notes | Dec 31, 2016 Restated |
Dec 31, 2017 |
|---|---|---|---|
| Equity | |||
| Share capital | 17 | 72,416 | 72,416 |
| Share premium | 1,170,496 | 1,170,496 | |
| Consolidated reserves | (11,844) | 86,085 | |
| Net income attributable to the owners of the parent | 184,020 | 110,402 | |
| Equity attributable to owners of the parent | 1,415,088 | 1,439,399 | |
| Non-controlling interests | 2,160 | 2,949 | |
| Total equity | 1,417,248 | 1,442,348 | |
| Non-current liabilities | |||
| Interest-bearing loans and borrowings | 20 | 1,126,947 | 1,729,928 |
| Non-current provisions | 18 | 49,226 | 69,833 |
| Accrued pension and other employee benefits | 18 | 291,974 | 721,147 |
| Other non-current liabilities | 19 | 6,066 | 7,281 |
| Deferred tax liabilities | 10 | 267,845 | 369,134 |
| Total non-current liabilities | 1,742,058 | 2,897,324 | |
| Current liabilities | |||
| Trade payables | 19 | 780,008 | 990,477 |
| Interest-bearing loans and borrowings (current portion) | 20 | 332,293 | 337,552 |
| Current provisions | 18 | 93,225 | 139,502 |
| Income tax payable | 19 | 30,425 | 34,355 |
| Other current operating liabilities | 19 | 1,211,062 | 1,579,973 |
| Total current liabilities from continuing operations | 2,447,013 | 3,081,859 | |
| Liabilities associated with assets classified as held for sale | 11 | 16,913 | 335,694 |
| Total current liabilities | 2,463,926 | 3,417,553 | |
| TOTAL EQUITY AND LIABILITIES | 5,623,232 | 7,757,224 |
4. CONSOLIDATED CASH FLOW STATEMENT
| In thousands of euros | Notes | 2016 | 2017 |
|---|---|---|---|
| CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD | 551,800 | 518,534 | |
| Operating activities | |||
| Net income | 184,032 | 111,472 | |
| Loss from companies accounted for under the equity method | (426) | (490) | |
| Depreciation, amortization, and provisions | 47,914 | 128,658 | |
| Proceeds on disposals of assets | 2,473 | (1,071) | |
| Dividend income | - | - | |
| Income tax expense | 44,065 | 77,209 | |
| Elimination of costs of net financial debt | 39,217 | 59,476 | |
| Other non-cash items | (229) | 3,704 | |
| Internally generated funds from (used in) operations | 317,046 | 378,958 | |
| Income tax paid | (58,057) | (62,403) | |
| Changes in operating working capital requirements | 99,006 | (19,507) | |
| Dividends received from companies accounted for under the equity method | 350 | 350 | |
| Net cash flow from (used in) operating activities | 358,345 | 297,398 | |
| Investing activities | |||
| Effect of changes in the scope of consolidation | 22.2 | (170,803) | (185,627) |
| Acquisition of property, plant and equipment and intangible assets | (36,449) | (44,819) | |
| Net investment in financial assets | (80) | (59) | |
| Changes in loans and advances granted | 1,164 | 2,491 | |
| Proceeds from disposals of property, plant and equipment and intangible | 8,348 | 8,711 | |
| assets | |||
| Proceeds from disposals of financial assets | 282 | 8 | |
| Dividends received | - | - | |
| Net cash flow from (used in) investing activities | (197,538) | (219,295) | |
| Financing activities | |||
| Issue of share capital | (53) | 11 | |
| Proceeds from loans and borrowings | 931 | 607,325 | |
| Repayment of loans and borrowings | (63,874) | (513,278) | |
| Net interest paid | (35,755) | (47,549) | |
| Dividends paid to owners of the parent | (77,038) | (106,312) | |
| Dividends paid to non-controlling interests | (544) | (344) | |
| Net cash flow from (used in) financing activities | (176,333) | (60,147) | |
| Impact of changes in exchange rates | (17,741) | (16,377) | |
| Impact of changes in accounting policies | - | - | |
| Net change in cash and cash equivalents | (33,267) | 1,579 | |
| CASH AND CASH EQUIVALENTS AT END OF THE PERIOD | 22 | 518,534 | 520,113 |
Notes to the cash flow statement
The cash flow statement presented above includes discontinued operations or operations held for sale whose impact is described in Note 22.
5. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| In thousands of euros except for the number of shares |
Number of outstanding shares |
Share capital |
Additional paid-in capital |
Retained earnings |
Foreign currency translation reserves |
Cash flow hedge reserves |
Other and OCI |
Equity attribu table to owners of the parent |
Non controlling interests |
Total equity |
|---|---|---|---|---|---|---|---|---|---|---|
| AT DECEMBER 31, 2015 | 154,076,156 72,416 1,170,496 | 133,329 | 497 | (188) | (58,437) 1,318,112 | (1,277) | 1,316,835 | |||
| Net income | 184,020 | 184,020 | 12 | 184,032 | ||||||
| Other comprehensive income (OCI) |
(885) | 213 | (10,482) | (11,154) | (27) | (11,181) | ||||
| Total comprehensive income |
184,020 | (885) | 213 | (10,482) | 172,865 | (14) | 172,851 | |||
| Distribution of dividends | (77,038) | (77,038) | (316) | (77,354) | ||||||
| Share issue | 0 | 0 | ||||||||
| Change in the scope of consolidation and other |
(603) | (603) | 3,767 | 3,164 | ||||||
| Other movements | 1,752 | 1,752 | 1,752 | |||||||
| AT DECEMBER 31, 2016 | 154,076,156 72,416 1,170,496 | 242,063 | (991) | 25 | (68,919) 1,415,088 | 2,160 | 1,417,248 | |||
| Net income | 110,402 | 110,402 | 1,070 | 111,472 | ||||||
| Other comprehensive income (OCI) |
(8,383) | 241 | 23,703 | 15,561 | 54 | 15,615 | ||||
| Total comprehensive income |
110,402 | (8,383) | 241 | 23,703 | 125,963 | 1,124 | 127,088 | |||
| Distribution of dividends | (106,312) | (106,312) | (357) | (106,669) | ||||||
| Share issue | ||||||||||
| Change in the scope of consolidation and other |
539 | 539 | 22 | 561 | ||||||
| Other movements | 4,121 | 4,121 | 4,121 | |||||||
| AT DECEMBER 31, 2017 | 154,076,156 72,416 1,170,496 | 246,153 | (8,835) | 266 | (41,095) 1,439,399 | 2,949 | 1,442,348 |
Notes to the consolidated statement of changes in equity
See Note 17.
7. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. GENERAL INFORMATION
The SPIE Group, operating under the brand name SPIE, is the independent European leader in electrical and mechanical engineering and HVAC services, energy and communication systems.
SPIE SA is a joint-stock company (société anonyme) incorporated in Cergy (France), listed on the Euronext Paris regulated market since June 10, 2015.
The SPIE Group consolidated financial statements were authorized for issue by the Board of Directors on March 08, 2018.
Accounting policies and measurement methods
NOTE 2. BASIS OF PREPARATION
2.1. STATEMENT OF COMPLIANCE
In accordance with European regulation 1606/2002 dated July 19, 2002 on international accounting standards, the consolidated financial statements of SPIE Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union at December 31, 2017.
The accounting principles used to prepare the consolidated financial statements result from the application of:
- ‐ All the standards and interpretations published by the IASB and adopted by the European Union, the application of which is mandatory at December 31, 2017;
- ‐ Standards that the Group has early-adopted;
- ‐ Accounting positions adopted in the absence of specific guidance in IFRS.
International Financial Reporting Standards include International Accounting Standards (IAS) and interpretations issued by the Standards Interpretations Committee (SIC) and the International Financial Reporting Standards Interpretations Committee (IFRS-IC).
2.2. ACCOUNTING POLICIES
The accounting policies applied in the preparation of the Group's consolidated financial statements are set out in Note 3. These policies have been consistently applied to all the years presented.
New standards and interpretations applicable from January 1, 2017
- ‐ Amendments to IAS 7 'Statement of Cash Flows' requiring additional disclosure;
- ‐ Amendments to IAS 12 'Income taxes' Recognition of deferred tax assets for unrealized losses;
- ‐ Amendments to IFRS 12 'Disclosure of Interests in Other Entities'.
Published new standards and interpretations for which application is not mandatory as of January 1, 2017
Standards, interpretations and amendments already published by the International Accounting Standards Board (IASB) which are not yet endorsed by the European Union are as follows:
‐ Amendment to IFRS 1 'disclosure initiative;
- ‐ Amendments on IFRS 2 'Clarifications of classification and measurement of share based payment transactions';
- ‐ IFRS 9 "Financial instruments";
- ‐ IFRS 15 and Clarification of IFRS 15 'Revenue from contracts with customers';
- ‐ IFRS 16 'Lease contracts;
- ‐ Amendments to IFRS 10 and IAS 28 'Sales or contributions of assets between an investor and its associate/joint venture';
- ‐ Amendments to IAS 28 'regarding long-term interests in associates and joint ventures';
- ‐ IAS 40 'Transfers of investment property';
- ‐ IFRIC 22 'Foreign Currency Transactions and Advance Consideration'
- ‐ IFRIC 23 'Uncertainty over Income Tax Treatments'
An analysis of the application of the IFRS 15 standard shows that the rules of recognition for the revenue in the Group' accounts are compliant with the principles enacted by IFRS 15.
The IFRS 16 standard will come to force in financial statements from January 1st, 2019. This standard, which will replace the IAS 17 standard and its interpretations, will lead to account for in the balance sheet of the lessee most of the leasing contracts, following a unique model, in the form of right-of-use of the asset, and of a finance lease obligation (cessation for the lessees of the classification of contracts into operating lease or finance lease).
The Group has assessed the impacts of this standard in its financial statements, but is not in a position to provide any quantitative information on these impacts. At this stage, the main impacts expected are an increase of the financial debts and right-of-use assets in the statement of financial position, and an improvement of the operating income as well as an increase of the financial expenses in the Group income statement.
The Group is currently assessing the impact and practical implications from the application of the standards and interpretations published by the IASB, but whose application is not yet compulsory as at January 1st, 2017.
2.3. CRITICAL JUDGMENT AND ESTIMATES
The preparation of the consolidated financial statements in accordance with IFRS is based on management's estimates and assumptions used to estimate the value of assets and liabilities at the date of the statement of financial position as well as income and expenses for the period. Actual results could be different from those estimates.
The main sources of uncertainty relating to critical judgment and estimates concern the impairment of goodwill, employee benefits, the recognition of revenue and profit margin on long-term service agreements, provisions for contingencies and expenses and the recognition of deferred tax assets.
Management continually reviews its estimates and assumptions on the basis of its past experience and various factors deemed reasonable, which form a basis for its evaluation of the carrying value of assets and liabilities. These estimates and assumptions may be amended in subsequent periods and require adjustments that may affect future revenue and provisions.
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3.1. CONSOLIDATION
The Group's consolidated financial statements include all subsidiaries and associates of SPIE SA.
The scope of consolidation comprises 222 companies; the percentages of interest are presented in the table in Note 27 of the present document.
The main amendments to the scope of consolidation that took place during the year are presented in Note 6.
Consolidation methods
According to IFRS 10, "Consolidated Financial Statements", entities controlled directly or indirectly by the Group are consolidated under the full consolidation method. Control is established if the Group has all the following conditions:
- ‐ substantive rights enabling it to direct the activities that significantly affect the investee's returns;
- ‐ exposure to variable returns from its involvement with the investee; and
- ‐ the ability to use its power over the investee to affect the amount of the variable returns.
For each company held directly or indirectly, it was assessed whether or not the Group controls the investee in light of all relevant facts and circumstances.
IFRS 11, "Joint Arrangements", sets out the accounting treatment to be applied when two or more parties have joint control of an investee. Joint control is established if decisions relating to relevant activities require the shareholders' unanimous agreement.
A joint arrangement falls into one of two categories, generally dependent on the legal form of investee:
- ‐ joint ventures: parties that have joint control of the arrangement have rights to its net assets, and are consolidated using the equity method; or
- ‐ joint operations: parties that have joint control of the arrangement have direct rights to the assets and direct obligations for the liabilities of the arrangement, the joint operator recognizing its share of the assets, liabilities, revenue and expenses of the joint operation.
Most of the joint arrangements relating to public works are through joint-venture companies (Société En Participation - SEP) that, given their characteristics, fall into the category of joint operations.
As required by IAS 28 (revised), entities over which SPIE exercises significant influence are consolidated using the equity method.
The results of enterprises acquired or sold during the year are included in the consolidated financial statements, as from the date of acquisition in the first case or until the date of disposal in the second.
Translation of the financial statements of foreign entities
The Group's consolidated accounts are presented in euros.
In most cases, the functional currency of foreign subsidiaries corresponds to the local currency. The subsidiaries' financial statements are translated at closing rates for statement of financial position items and at average rates for income statement items. Exchange gains or losses resulting from the translation are recognized in equity as currency translation adjustments.
The currency translation rates used by the Group for its main currencies are as follows:
| 2016 | 2017 | |||
|---|---|---|---|---|
| Closing Rate |
Average Rate | Closing Rate |
Average Rate | |
| Euros - EUR | 1 | 1 | 1 | 1 |
| US Dollar - USD | 1.0644 | 1.1065 | 1.1845 | 1.1236 |
| Swiss Franc - CHF | 1.0747 | 1.0887 | 1.1686 | 1.1088 |
| Great-Britain Pound - GBP | 0.8396 | 0.8124 | 0.8816 | 0.8731 |
| CFA Franc - CFA | 655.9570 | 655.9570 | 655.9570 | 655.9570 |
3.2. SEGMENT REPORTING
Operating segments are reported consistently with the internal reporting provided to the Group's Management.
The Group's Chairman and Chief Executive Officer regularly examine segments' operating income to assess their performance and to make resources allocation decisions. He has therefore been identified as the chief operating decision maker of the Group.
The Group's activity is divided into four Operating Segments for analysis and decision-making purposes. The segments are characterized by a standardized economic model, especially in terms of products and offered services, operational organization, customer typology, key success factors and performance evaluation criteria.
The Operating Segments are the following:
- ‐ France
- ‐ Germany and Central Europe
- ‐ North Western Europe
- ‐ Oil & Gas and Nuclear.
Quantitative information is presented in Note 7.
3.3. BUSINESS COMBINATIONS AND GOODWILL
The Group applies the "acquisition method" to account for business combinations, as defined in IFRS 3R. The acquisition price, also called "consideration transferred", for the acquisition of a subsidiary is the sum of fair values of the assets transferred and the liabilities incurred by the acquirer at the acquisition date and the equity interests issued by the acquirer. The consideration transferred includes contingent consideration, measured and recognized at fair value, at the acquisition date.
In addition:
- ‐ Non-controlling interests in the acquired company may be valued at either the share in the acquired company's net identifiable assets or at fair value. This option is applied on a case-by-case basis for each acquisition.
- ‐ Acquisition-related costs are recognized as expenses of the period. These expenses are recognized as "Other operating income and expenses" of the income statement.
Goodwill
Goodwill represents the difference between:
- (i) the acquisition price of the shares of the acquired company plus any contingent price adjustments; and
- (ii) the Group's share in the fair value of their identifiable net assets on the date of the control being taken.
The fair value of assets and liabilities acquired may be adjusted within a maximum twelve-month period following the date of acquisition (the "allocation period"), in order to reflect facts and circumstances existing at the acquisition date. This may result in adjustments to the goodwill determined on a provisional basis. Price adjustments are measured at fair value at acquisition date, with a counterpart through equity, at each closing date. After the end of the one-year allocation period, any further change in this fair value is recognized in income.
Post-acquisition
Further acquisitions or transfers of non-controlling interests, without any change in control, are considered as transactions with the Group's shareholders. According to this approach, the difference between the price paid to increase the percentage of interest in entities already controlled and the additional proportionate equity interest thus acquired is accounted for in the Group's equity.
Similarly, a reduction in the Group's percentage of interest in an entity that remains controlled by the Group is accounted for as an equity transaction with no impact in income.
For share transfers with a further loss of control, the change in fair value, calculated based on the entire interest at the transaction date, is recognized in gains or losses on disposal of consolidated investments. The remaining equity interest retained, where applicable, is then accounted for at fair value at the date of the loss of control.
For business combination achieved in stages, non-controlling interest previously held in the acquiree is remeasured at fair value at its acquisition-date. Any resulting profit and loss is recognized in income.
Treatment of outstanding representations and warranties
In the context of its business combinations, the Group usually obtains representations and warranties from the sellers.
Regarding business combinations, the outstanding representations and warranties that can be valued individually result in the recognition of an indemnification asset in the accounts of the acquirer. Subsequent changes to these representations and warranties are recorded symmetrically with the liability recorded for the indemnified items. Representations and warranties that are not separately identifiable (general guarantees) are recognized when they become exercisable, through the income statement.
The outstanding representations and warranties are recorded in "Other non-current assets".
Impairment test of goodwill
Goodwill is not amortized. Goodwill is tested for impairment at least once a year and whenever there is an indication of impairment. For this test, goodwill is allocated to Cash Generating Units (CGU) or groups of CGUs corresponding to homogeneous groups which together generate identifiable cash flows (see Note 3.10).
3.4. REVENUE RECOGNITION
The Group recognizes services contract income and expenses using the percentage of completion method at the end of each monthly reporting period.
The stage of completion is measured with reference to the progress in terms of costs incurred. In the case of maintenance contracts, the progress is measured in terms of invoicing performed. The measurement of the percentage-of-completion method relies on the contracts follow-up and the consideration of hazards assessed based on acquired experience, in order to value the best estimate of future benefits and obligations expected for these contracts.
No profit margin is recorded if the level of completion is insufficient to provide a reliable outcome at the end of the contract.
If the expected outcome at completion of the project is a loss, a provision for loss on completion is recorded irrespective of the stage of completion of the project. This provision is based on the best estimate of the outcome at completion of the project, measured in a reasonable manner. Provisions for losses on completion are presented as a liability in the statement of financial position.
Revenue relating to Public-Private Partnership (PPP) contracts
Annual revenue under PPP contracts is determined based on the fair value of the services rendered in the financial year measured by applying the estimated margin rates of construction, servicing and maintenance respectively to building costs (initial and renewal) and servicing and maintenance costs.
3.5. OTHER OPERATING INCOME AND EXPENSES
To ensure better understanding of business performance, the Group presents separately "recurring operating income" within operating income which excludes items that have little predictive value because of their nature, their frequency and / or their relative importance. These items, recorded in "other operating income" and "other operating expenses" especially include:
- ‐ Gains and losses on disposals of assets or operations;
- ‐ Expenses resulting from restructuring plans or operations disposal plans approved by the Group management;
- ‐ Expenses relating to non-recurring impairment of assets;
- ‐ Expenses of acquiring and integrating companies acquired by the Group;
‐ Any other separately identifiable income/expense, which is of an unusual and material nature.
3.6. ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS
Whenever discontinued operations (disposed or sold) or operations classified as held for sale are:
- ‐ either a separate major line of business or geographical area of operations that is material for the Group or that forms part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations,
- ‐ or a subsidiary acquired exclusively with a view to resale,
They are shown in a separate line in the consolidated financial statements at the reporting date.
When initially classified as held for sale, non-current assets and disposal groups are recorded at the lower of their carrying amount and fair value less costs to sell.
Details of discontinued operations or operations held for sale are set out in Note 11.
3.7. LEASE CONTRACTS
Operating leases
Lease contracts which do not transfer substantially all risks and rewards inherent to the ownership to the Group are qualified as "operating lease". These leases give rise to payments recorded as charges in the income statement during all lease duration.
Finance leases
Leases contracts under which the Group assumes substantially all the risks and rewards inherent to the ownership are qualified as "finance leases". They are capitalized at the lower of the fair value of the asset leased and the discounted value of the minimum rentals due at the beginning of the leasing contract. The corresponding debt is recognized in liabilities. Payments received under the lease contract are broken down between the financial expense and the amortization of debt so as to obtain a constant periodic interest rate over the remaining balance of the liability. The financial expenses are recognized directly in the income statement.
The asset is amortized over its useful life for the Group, the debt is amortized over the finance lease period, and eventually deferred taxes are recognized.
3.8. INTANGIBLE ASSETS
Intangible assets (mainly brands, customer relationships and order books) acquired separately or in the context of business combinations are initially measured at their fair value in the statement of financial position. The value of intangible assets is subject to regular monitoring in order to ensure that no impairment should be accounted for.
Brands and customer related assets
The value of customer relationships is measured taking into account a renewal rate of contracts and amortized over the renewal period.
The amortization period of the backlog is defined on a case-by-case basis for each acquisition, after a detailed review.
Brands acquired are amortized over the estimated duration of use of the brand, depending on the Group's brand integration strategy. By exception, SPIE brand has an indefinite useful life and therefore is not amortized.
Internally generated intangible assets
Research costs are recognized in the income statement as expenses of the period.
Development costs are recognized as intangible assets when the following criteria are fulfilled:
- ‐ the Group's intention and financial and technical capacity to complete the development project;
- ‐ the probability that the Group will enjoy future economic benefits attributable to development expenditure;
- ‐ the reliable measure of the cost of this asset.
Capitalized expenditure includes personnel costs and the cost of materials and services used that are directly allocated to the given projects. Capitalized expenditure is amortized over the estimated useful life of the relevant processes, once they have been put into use.
Other intangible assets
Other intangible assets are recognized at cost, net of accumulated amortization and impairment losses, if any. They relate mainly to software and are amortized over a period of three years on a straight-line basis.
3.9. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are recognized at cost, net of accumulated depreciation and impairment losses, if any.
Depreciation is calculated for each significant part of an item of property, plant and equipment using either the straightline method or any other method that best represents the economic use of the components over their estimated useful life. The estimated residual values at the end of the depreciation period are zero.
The main average useful lives applied are as follows:
| ‐ | Buildings | 20 to 30 years |
|---|---|---|
- ‐ Site machinery and equipment 4 to 15 years
- ‐ Fixed machinery and equipment 8 to 15 years
- ‐ Transport vehicles 4 to 10 years
- ‐ Office equipment IT 3 to 10 years
Land is not depreciated.
The depreciation periods are reviewed annually and may be modified if the expectations are different from the previous estimations.
3.10. IMPAIRMENT OF GOODWILL, PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS
The recoverable value of property, plant and equipment and intangible assets is tested whenever there is an indication of impairment; this is examined at each closing date.
With regard to goodwill and intangible assets with an indefinite useful life (a category which in the case of the Group is limited to the SPIE brand), this impairment test must be conducted as soon as there is any indication of impairment and at least annually.
Goodwill does not generate any cash inflows on its own and is therefore allocated to the corresponding Cash Generating Units (CGU) (see Note 14).
The recoverable value of these units is the higher of the value in use, determined on the basis of discounted future net cash flow projections, and the fair value less costs to sell. If this value is lower than the net carrying amount of these units, an impairment loss is recorded for the difference, which is allocated in priority to goodwill.
Contrary to potential impairment losses on depreciable property, plant and equipment and amortizable intangible assets, those allocated to goodwill are definitive and cannot be reversed in subsequent financial years.
The Cash Generating Units' (CGU) future cash flows used in the calculation of value in use (note 14.2. "Impairment test for goodwill") are derived from annual budget and multiannual forecasts prepared by the Group. The construction of these forecasts is an exercise involving the various players within the CGUs and the projections are validated by the Group's Chief-executive officer. This process requires the use of critical judgment and estimates, especially in the determination of market trends, material costs and pricing policies. Therefore, the actual future cash flows may differ from the estimates used in the calculation of value in use.
Quantitative information is provided in Note 14.
3.11. FINANCIAL ASSETS
The Group classifies its financial assets within the following categories: assets available for sale, assets measured at their fair value through equity and income, loans and receivables.
The breakdown of financial assets into current and non-current assets is determined at the closing date based on their maturity date being under or over one year.
All regular way purchases/sales of financial assets are recorded at the transaction date.
Assets available for sale
These assets represent the Group's interests in the capital of non-consolidated entities. They are recorded in the statement of financial position at their fair value. Changes in value are recognized in equity. However, if there is a significant or sustained decrease in the fair value of assets available for sale, the unrealized capital loss is reclassified from equity to net income or loss for the year. As far as equity instruments are concerned, if, during a subsequent period, the fair value of a security available for sale increases, the increase in value is again recorded in equity.
When these financial assets are derecognized, the accumulated gains and losses previously recorded in equity are reclassified to income for the period.
Loans and receivables
These include receivables related to investments, "1% building" loans and other loans and receivables. These loans and receivables are initially recorded at their fair value plus directly attributable transaction costs. On subsequent closing dates, they are accounted for at the amortized cost calculated using the effective rate of return. The value on the face of the statement of financial position includes the outstanding capital and the unamortized share of transaction costs directly attributable to the acquisition. An impairment test is carried out whenever there is an indication of impairment. An impairment loss is recorded if the carrying amount of an asset is greater than its recoverable value. Impairment losses are recognized in the income statement.
The recoverable value of loans and receivables is equal to the value of estimated future cash flows, discounted at the financial assets' original effective interest rate (in other words, at the effective interest rate calculated at the date of initial recognition).
Receivables with a short maturity date are not discounted.
Previously recognized impairment losses may be reversed in the income statement in the event of an improvement in the recoverable value of loans and receivables.
Receivables relating to Public-Private Partnership (PPP) contracts
The Group, as a private operator, has signed Public-Private Partnership contracts. This type of contract is one of a number of public-private contract schemes being used in France.
The "PPP" Contracts are accounted for in accordance with IFRIC 12 "Concessions", when they meet the three following conditions:
- ‐ First, the public authority determines the nature of the services that the private operator is required to provide, by means of the infrastructure as well as who is likely to benefit from these services;
- ‐ Second, the contract stipulates that at the end of the contract, the infrastructure retains a significant residual value which is returned back to the public authority;
- ‐ Finally, the contract provides for the construction of the infrastructure to be made by the private operator.
In exchange for the construction services provided, the Group is granted rights to receive a financial asset and therefore a receivable is recognized.
Receivables are measured, for each signed contract, using the amortized cost method at an effective interest rate corresponding to the project's internal rate of return.
In subsequent periods, the financial asset is amortized and interest income is recognized using the effective interest rate.
Receivables securitization program
In the course of its operations, some entities of the Group have developed a securitization program for its trade receivables which will end in June 11, 2020.
Under this securitization program, participating companies can transfer full ownership of their trade receivables to the "SPIE Titrisation" Mutual Fund in order to obtain funding amounting up to a maximum of € 300 million. The securitization utilization amounts to € 300 million, with the possibility to increase the amount to €450 million.
The financed amount of the transaction is defined as equal to the amount of transferred receivables eligible for the securitization program less, by way of security, the subordinate deposit amount and the additional senior deposit amount applied by the "SPIE Titrisation" Mutual Fund.
In the consolidated accounts, the securitized receivables have been kept as assets in the statement of financial position, the security deposits paid into the funds have been cancelled and in return the value of financing obtained has been recorded in borrowings.
Moreover, SPIE DZE (formerly SPIE GmbH) signed in December 2013 a non-recourse securitization program of discount on notes receivable for an unlimited duration. This program was extended to all German entities acquired together with the SAG group in March 2017. The assigned receivables amount is of € 49,322 thousands as of December 31, 2017 and is no longer recognized as assets in the consolidated financial statements.
"Building Loans"
In France, employers standing in an industrial or commercial activity and hiring at least 20 employees must invest in housing construction for their employees at least 0.45% of the total payroll. This investment can be realized either directly or by a contribution to the "Comité Interprofessionnel du Logement" (Inter-Professional Housing Committee) or to a Chamber of Commerce and Industry.
The contribution can be booked as granted loan in the assets of the statement of financial position, or as a grant recognized as an expense in the income statement.
"Building loans" do not bear interest and are granted for a period of 20 years.
"Building loans" are loans granted to employee at low interest rate. In accordance with IAS 39, these loans are discounted at their initial recognition date and the difference between the nominal value of the loan and its discounted value is recorded as an expense which is granted representing an economic benefit granted to employees.
Subsequently, the loans are accounted for using the amortized cost method which consists in reconstituting the redemption value of the loan, at the end of the 20 year period, by recognizing interest income over the period.
Assets at fair value through income statement
This valuation method is applied to financial assets held by the Group for the purpose of generating a short-term disposal gain. These assets are measured at their fair value and any changes in fair value are recognized in the income statement. These financial instruments are classified as current assets under cash equivalents and notably include marketable securities.
3.12. FINANCIAL LIABILITIES
The breakdown of financial liabilities into current and non-current liabilities is determined at the closing date by their maturity date. Thus, financial liabilities maturing less than one year are recognized in current liabilities.
Financial liabilities consist of accounts payable, medium and long-term loans and derivative financial instruments.
At the date of their initial recognition, medium and long-term loans are measured at their fair value less directly attributable transaction costs. They are subsequently accounted for at amortized cost using the effective interest rate method. The amortized cost is calculated taking into account all the issuing costs and any discount or redemption premiums directly linked to the financial liability. The difference between the amortized cost and the redemption value is reversed through the income statement using the effective interest rate method over the term of the loans.
When accounts payable have maturity dates of less than one year, their nominal value may be considered to be close to their amortized cost.
3.13. DERIVATIVE FINANCIAL INSTRUMENTS
The Group uses derivative financial instruments (interest rate swaps and foreign exchange forward contracts) to hedge its exposure to interest rate and foreign exchange risks.
Derivative instruments are recorded in the statement of financial position as current or non-current financial assets and liabilities depending on their maturity dates and accounting designation. They are measured initially at their fair value on the transaction date and re-measured accordingly at each reporting date.
In the case of cash flow hedging, the hedging instrument is recorded in the statement of financial position at its fair value. The effective portion of the unrealized gain or loss on the derivative financial instrument is immediately recognized in equity and the ineffective portion of the gain or loss is immediately recognized in the income statement. The amounts recorded in equity are reversed in the income statement in accordance with the accounting policy applied to hedged items. If the Group no longer expects the hedged transaction to occur, the accumulated unrealized gain or loss, which was recorded in equity (for the effective portion), is immediately recognized in the income statement.
In the case of fair value hedging, the hedging instrument is recorded in the statement of financial position at its fair value. Changes in the fair value of the hedging instrument are recorded in the income statement alongside the changes in the fair value of the hedged item attributable to the identified risk.
3.14. INVENTORIES
Inventories, which are essentially made up on-site supplies, are measured at the lower of the cost or net realizable value according to the "first in - first out" method.
The inventories are impaired, where applicable, in order to reflect their probable net realizable value.
3.15. CASH AND CASH EQUIVALENTS
In the consolidated statement of financial position, cash and cash equivalents includes liquid assets in current bank accounts, shares in money market funds and negotiable debt securities which can be mobilized or transferred in the very short term with a known cash value and do not have a significant risk in terms of changes in value. All components are measured at their fair value.
In the consolidated cash flow statement, cash and cash equivalents of the operations held for sale are added to and bank overdrafts are deducted from cash and cash equivalents presented in the statement of financial position.
3.16. INCOME TAXES
The Group calculates income taxes in accordance with prevailing tax legislation in the countries where income is taxable.
Current taxes
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the reporting date in the countries where the Group's subsidiaries and associates operate and generate taxable income.
Deferred taxes
Deferred taxes are recorded on temporary differences between the carrying amount of assets and liabilities and their tax bases as well as on tax losses according to the liability method. Deferred tax assets are recognized only when it is probable that they will be recovered. In particular, deferred tax assets are recognized on tax loss carry-forwards of the Group, to the extent that it is probable that they can be utilized against future tax profits in the foreseeable future. Deferred taxes are not discounted.
Management's judgment is required to determine the extent to which deferred tax assets can be recognized. Future sources of taxable income and the effects of the Group's global income tax strategies are taken into account in making this determination. This assessment is conducted through a detailed review of deferred tax assets by jurisdiction and takes into account past, current and future operating performance deriving from the existing contracts in the order book, the budget and multiannual forecasts, and the length of carry back, carry forwards and expiration dates of net operating loss carry forwards, over a five year horizon.
The expected reversal of tax losses is based on the forecast of future results previsions validated by local management and reviewed by the Group's Accounting and Tax Department.
Distributable earnings
The timeline for receiving of undistributed earnings from foreign subsidiaries is controlled by the Group and the Group does not foresee taxes on the distribution of earnings in the near future.
With regard to the Group's French subsidiaries, the distribution of earnings is subject to a taxation in basis of 1%for the subsidiaries in which the Company owns 95% or more of the outstanding shares (i.e. the majority of those).
No deferred tax liability is to be recognized for undistributed earnings from French and foreign subsidiaries.
3.17. PROVISIONS
The Group identifies and analyses on a regular basis legal claims, faults and warranties, onerous contracts and other commitments. A provision is recorded when, at the closing date, the Group has an obligation towards a third party arising from a past event, the settlement of which is likely to require an outflow of resources embodying economic benefits. Provisions are recognized on the basis of the best estimate of the expenditure required to settle the
obligation at the reporting date. These estimates take into account information available and different possible outcomes.
An estimation of the amount shown under provisions corresponds to the outflow of resources that the Group will probably have to bear in order to settle its obligation.
In the case of restructuring, an obligation is recorded once the restructuring process has been announced and a detailed plan prepared or once the entity has started to implement the plan, prior to the reporting date.
Provisions are discounted when the effect is material.
Provisions
Depending on the nature of the risk, estimates of the probable expenditure are made with operational staff in charge of the contracts, internal and external lawyers and independent experts whenever necessary.
Quantitative information is set out in Note 18.2.
Contingent liabilities
Contingent liabilities are potential obligations stemming from past events which existence will only be confirmed by the occurrence of uncertain future events which are not within the control of the entity, or current obligations for which an outflow of resources is unlikely. Apart from those resulting from a business combination, they are not recorded in the accounts but are disclosed, when appropriate, in the notes to the financial statements.
3.18. EMPLOYEE BENEFITS
Employee benefits deal with retirement indemnities (including defined contribution plans and defined benefit plans), pension liabilities and other long-term benefits, mainly length-of-service awards.
Defined contribution plans refer to post-employment benefits under which the Group pays defined contributions to various employee funds. Contributions are paid in exchange for the services rendered by employees during the financial year. They are expensed as incurred and the Group has no legal or constructive obligation to pay additional contributions in the event of insufficient assets.
Defined benefit plans refer to post-employment benefit plans other than defined contribution plans. These plans constitute a future obligation for the Group for which a commitment is calculated. A provision is calculated by estimating the value of benefits accumulated by employees in exchange for services rendered during the financial year and in previous financial years.
Within the Group, post-employment benefits and other long-term benefits mainly correspond to defined benefit plans.
Post-employment benefits
Post-employment benefits mainly correspond to retirement indemnities applicable in France and to internally held pension plans in force in other European countries.
The Group's plans are defined contribution plans and defined benefit plans which generally require, in addition to the part financed by the Company, a contribution from each employee defined as a percentage of his or her compensation.
The valuation of these benefits is carried out annually by independent actuaries. The actuarial method used is the Projected Unit Credit Method.
Assumptions mainly include the discount rate, the long-term salary increase rate and the expected rate of the retirement age. Statistical information is mainly related to demographic assumptions such as fatality, employee turnover and disability.
Since January 1st, 2013, the Group applies the dispositions of IAS 19 amended "Employee Benefits", which introduces several modifications on the accounting of post-employment benefits, including:
- ‐ The recognition in the consolidated statement of financial position of all post-employment benefits granted to employees of the Group. The "corridor" option and the possibility to amortize through the income statement the cost of past services over the average vesting period have been cancelled;
- ‐ The undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in an accounting period is recognized in that period through the income statement;
- ‐ The net interest on the net defined benefit liability or asset has to be determined using the same discount rate as of the defined benefit obligation, at the beginning of the period;
- ‐ The remeasurements of the net defined benefit liability or asset, comprising: actuarial gains and losses, return on plan assets and some changes in the effect of the asset ceiling must be booked as Other Comprehensive Items (OCI). These impacts are presented in the consolidated statement of comprehensive income.
These plans are characterized as follows:
- ‐ In France, employee benefits correspond to retirement indemnities established in accordance with collective bargaining agreements (estimated based on a percentage of the last salary, according to the seniority and to the applicable collective agreements);
- ‐ In Germany, employee benefits correspond to internally held pension plans, settled in the entities of the SPIE GmbH sub-group;
- ‐ In Switzerland, employee benefits correspond to internally held pension plans, settled in the Swiss companies Connectis and Softix, acquired in 2016;
- ‐ In the United Kingdom, pension plans are financed through independent pension funds and as such, do not lead to any post-employment obligation recognition.
The value recorded in the statement of financial position for employee benefits and other long-term benefits corresponds to the difference between the discounted value of future obligations and the fair value of plan assets intended to cover them. The obligation corresponding to the net commitment thus established is recorded as a liability.
The net financial cost of retirement indemnities, including the financial cost and the expected return on plan assets, is recognized under "Net financial expenses". The operating expense is recorded in personnel expenses and includes the cost of services provided during the year as well as the impacts of any plan changes, reductions or liquidations.
Actuarial assumptions (economic and demographic) have been determined locally according to each concerned country.
Quantitative information is detailed in Note 18.1.
Other long-term benefits
Other long-term benefits essentially include length-of-service bonuses in the form of "length-of-service awards". The Group recognizes a liability in respect of awards acquired by employees as of December 31. This provision is calculated according to methods, assumptions and frequency that are identical to those used for provisions for retirement indemnities described above.
Actuarial gains and losses arising from the valuation of length-of-service awards are recognized immediately in the income statement of the financial year of their occurrence.
Optional profit sharing agreement
Sub-group optional profit sharing agreements were signed in 2013 within French entities and define the calculation formula and terms for the profit sharing among beneficiaries. A liability is accrued for in personal expenses in respect of the amount of profit to be shared at year-end, payable the year after.
Legal profit sharing agreement
SPIE Operations and all subsidiaries whose registered office is in France, directly or indirectly owned by more than 50% and irrespective of the number of employees, have entered into a Group legal profit sharing agreement dated June 6, 2005 in accordance with Articles L442-1 and seq. of the French Employment Code (Code du travail).
Free Performance Shares
The shareholders' general meeting of SPIE on 25 May 2016, in its 20th extraordinary resolution, authorized, under certain conditions, the grant of free existing or future shares, in favor of corporate officers or employees of the Company or of companies related to the Company in the conditions set forth under article L. 225-197-2 of the French Commercial Code.
The list of the beneficiaries of the Plan, as well as the number of free performance shares granted to each of them were decided by the board of directors, upon proposal of the Compensation Committee, at its meeting of 28 July 2016.
The valuation and accounting principles applicable are defined in accordance with IFRS 2 "Share-based payments". Performance shares represent employees benefits granted to their beneficiaries and, as such, constitute additional remuneration paid by SPIE (see Note 8.2 Employee Cost).
As a non-cash transaction, benefits granted are recognized as an expense over the vesting period in return for an increase in equity (see Note 17). They are valued by an external actuary on the basis of the fair value of the performance shares, at the grant date.
The performance shares' fair value is not only linked to the performance of the operating segments. Consequently, SPIE considered not necessary to include the corresponding charge in EBITA, which is the measure of the performance of the operating segments, as issued into internal reporting. This charge is read on a separate line of the reconciliation statement between EBITA and consolidated operating income (see Note 7 Segment information).
NOTE 4. ADJUSTEMENTS ON PREVIOUS PERIODS
The accounts for 2016 have been restated pursuant to IFRS 5 (non-current assets held for sale and discontinued operations).These restatements refer specifically to activities which were processed as discontinued operations during 2017 (see Note 11 for further details).
The financial income statements of December 31, 2016 presented in comparison to December 31, 2017 are restated in accordance to the present Note 4.
Significant events of the period
NOTE 5. SIGNIFICANT EVENTS
5.1. SPIE's STRATEGIC DEVELOPMENT IN GERMANY
On March 31, 2017, the Group acquired the German group SAG ("SAG"), a European provider of services and systems for electric, gas, water and telecommunications networks which focused primarily on servicing transport and distribution networks. SAG's technical expertise covers the entire chain of energy infrastructure, including the design, engineering and installation; SAG also offers a wide range of asset support services. SAG is the German market leader, where it generates about 75% of its revenue, and is also present in France, in Poland, in Slovakia, in Czech Republic, and in Hungary. SAG employs approximately 8,000 highly qualified employees over more than 170 sites, including 120 in Germany.
With this acquisition, the Group expects to run, in the next two years, synergies related to purchases as well as administrative and operating expenses, for an amount of approximately €20 million (before tax).
The Group considers that the combination of its activities and SAG's activities will make it a leading figure in multitechnical services in Germany by implementing the key indicators that contribute to its enterprise model success, which is specific to the Group, and by relying on a wide range of complementary technical skills, a diversified client base and a densified geographical footprint. Moreover, the Group believes that SAG's acquisition is a good way to pursue its future expansion in central Europe. Benefiting from a strong exposure to long term growth drivers, an existing potential to targeted "bolt-on" acquisitions and significant synergies (as anticipated by the Group), this new platform should be well positioned to ensure the Group's long term revenue growth and margin progress. In addition, the Group considers that because of their complementarity, their deeply rooted enterprise culture, their enterprise model which is highly similar, and the full support of SAG's management, the integration of the latter to the Group should be completed swiftly and in favorable conditions.
SAG's entry in the Group's scope of consolidation is effective on April 1st, 2017, the acquisition having been closed on March 31, 2017. As a consequence, the first consolidated accounts of the Group including SAG are the ones published on June 30, 2017. This group is hereafter designated as "SPIE SAG".
5.2. SAG INTEGRATION PROCESS
The German holding company which holds the "SPIE SAG" sub-group, initially named "SPIE GmbH" has been renamed "SPIE Deutschland & Zentraleuropa" as at May 31, 2017.
An integration process of the German activities from the SAG group has been initiated since April 2017, including in particular the harmonization of governance rules, the rearrangement of management teams including managers from both origins in a par, the simplification of the legal and fiscal structure of the "SPIE SAG" sub-group, and the implementation of common controlling standards. Finally, the divesture process for the Gas & Offshore activity from SAG has been initiated during the second quarter of 2017 (see Note 11).
The integration of SAG is well underway and the first synergies are already visible, as expected with the plan.
5.3. ISSUANCE OF BOND FOR AN AMOUNT OF €600 MILLION
On 22 March, 2017, for the purpose of the SAG acquisition (see Note 4.1.), SPIE SA issued a bond for an amount of €600 million, in order to finance said acquisition. The bonds, with a 7 year maturity and a 3.125% annual interest rate, have been admitted for trading on Euronext Paris regulated market (Code ISIN FR0013245263).
5.4. "AMBITION 2020" PROJECT
As part of its "Ambition 2020" project, SPIE has created, since January 1, 2017, two new French subsidiaries to cover the national territory, each in its own specialty. These two companies combine corresponding activities of the five French regional multi-technical subsidiaries that previously operated.
SPIE Citynetworks is dedicated to the telecoms and outdoor networks market, and SPIE Facilities which is dedicated to the building maintenance market. SPIE Citynetworks is dedicated to the market of external networks and telecoms. It has 2,600 employees spread over more than 130 locations. Addressing public and private customers, the entity focuses on issues related to electric mobility, urban video surveillance or intelligent public lighting. It proposes supports to national or regional contracts for the digital development of the territories, from the phases of studies / design up to the maintenance, until completion. SPIE Citynetworks is involved in the deployment of 4G and 5G telephony networks, the deployment of fiber and the installation of charging infrastructures for electric vehicles.
SPIE Facilities, for its part, is dedicated to the market of the maintenance of the buildings and the "facility management". It has the same number of employees but only 65 locations in France. It offers to its customers in the residential / tertiary and industrial sectors (real estate assets) solutions that meet the latest technological, energy and environmental challenges. With a growth market, its mission will be to propose and manage services to enhance the performance of buildings and the comfort of their occupants. The entity intends to position itself on predictive services.
As of January 1, 2017, the SPIE Group in France is based on a two main structures, with five regional subsidiaries (SPIE Île-de-France Nord-Ouest, SPIE Est, SPIE Sud-Est, SPIE Sud-Ouest, SPIE Ouest-Centre) and also three national subsidiaries of specialty (SPIE ICS, SPIE Facilities and SPIE Citynetworks).
As a continuity to the "Ambition 2020" project, SPIE has initiated to this scope extended to a fourth national subsidiary of specialty (SPIE Nucléaire) two new reorganization projects for the French activities: the "Ariane" and "Galileo" projects (see Note 26.2).
NOTE 6. ACQUISITIONS AND DISPOSALS
Changes in scope of consolidation include:
- companies acquired during the period;
- companies acquired during previous periods, which do not have the operational resources necessary to prepare financial statements in line with Group standards within the time allocated. These companies are included in the Group's scope of consolidation once the financial information is available;
- newly created entities.
6.1 CHANGES IN SCOPE
6.1.1. COMPANIES ACQUIRED DURING PREVIOUS PERIOD
- On November 30, 2017, SPIE acquired the Environmental Engineering Ltd ("EE") group in the United Kingdom. EE specializes in HVAC, mechanical and electrical engineering services within the food and beverage industry. Its expertise ranges from small single-component works to holistic turnkey solutions. The EE group achieved a fullyear March 2017 revenue of approximately £ 19 million sterling (i.e. around € 24 million). The transferred counterpart stands at £ 6.7 million, i.e. € 7.9 million.
- On December 8, 2017 SPIE acquired the Belgium company Tevean. Established in 1950 and located in Zelzate (East Flanders), Tevean designs, builds and maintains electrical, security and fire protection systems for buildings. Tevean's clients operate in the non-residential, healthcare and industrial sectors. The company employs 50 people and generated sales of circa 9 million euros in 2017. The transferred counterpart stands at € 7.5 million.
- On December 9, 2017, SPIE acquired the Aaftink group of companies in the Netherlands. The Aaftink group of companies ("Aaftink") is located in Abcoude and specializes in the design, installation, maintenance and repair of building-related systems for retail clients. With 80 employees, Aaftink generates annual revenue of approximately €12 million. The transferred counterpart stands at € 2.2 million.
These companies have been consolidated since the beginning of 2017 period.
6.1.2. ACQUISITIONS OF THE PERIOD
| Country | Type of inclusion |
Date of inclusion |
Consolidation Method |
% of interest |
% of control | |
|---|---|---|---|---|---|---|
| New entities / activities of the Group | ||||||
| AD Bouman BV | Netherlands | Acquisition | 2017-01-03 | F.C. | 100 | 100 |
| Maintenance Maîtrise Contrôle (MMC) | France | Acquisition | 2017-01-25 | F.C. | 100 | 100 |
| SAG Sub-group: | ||||||
| SPIE SAG Holding GmbH | Germany | Acquisition | 2017-03-31 | F.C. | 100 | 100 |
| SPIE InfoGraph GIS Mobil GmbH | Germany | Acquisition | 2017-03-31 | F.C. | 100 | 100 |
| SPIE Finance B.V. | Germany | Acquisition | 2017-03-31 | F.C. | 100 | 100 |
| SPIE SAG GmbH | Germany | Acquisition | 2017-03-31 | F.C. | 100 | 100 |
| SAG Immobilien GmbH | Germany | Acquisition | 2017-03-31 | F.C. | 100 | 100 |
| SPIE SAG Erwin Peters GmbH | Germany | Acquisition | 2017-03-31 | F.C. | 100 | 100 |
| SAG Immobilien Verwaltungs GmbH | Germany | Acquisition | 2017-03-31 | F.C. | 100 | 100 |
| SAG Vermögensverwaltung GmbH | Germany | Acquisition | 2017-03-31 | F.C. | 100 | 100 |
| SPIE SAG Group GmbH | Germany | Acquisition | 2017-03-31 | F.C. | 100 | 100 |
| SAG Beteiligungs GmbH | Germany | Acquisition | 2017-03-31 | F.C. | 100 | 100 |
| Tamar Vermögensverwaltung GmbH | Germany | Acquisition | 2017-03-31 | F.C. | 100 | 100 |
| Bohlen & Doyen GmbH | Czech | Acquisition | 2017-03-31 | F.C. | 100 | 100 |
| Bohlen & Doyen Service und Anlagentechnik GmbH |
Republic Poland |
Acquisition | 2017-03-31 | F.C. | 100 | 100 |
| SEG LiPro Energietechnik GmbH | Hungary | Acquisition | 2017-03-31 | F.C. | 100 | 100 |
| Elektrovod, a.s. | Slovakia | Acquisition | 2017-03-31 | F.C. | 100 | 100 |
| SAG Elbud Gdansk SA | Poland | Acquisition | 2017-03-31 | F.C. | 100 | 100 |
| SAG Hungaria | Germany | Acquisition | 2017-03-31 | F.C. | 100 | 100 |
| SAG Elektrovod, a.s. | Acquisition | 2017-03-31 | F.C. | 100 | 100 | |
| SAG Elbud Krakow sp Z.o.o. | Germany | Acquisition | 2017-03-31 | F.C. | 100 | 100 |
| PMS Sicherheitstechnik + Kommunickation GmbH (PMS) |
Germany | Acquisition | 2017-04-06 | F.C. | 100 | 100 |
| Lück Sub-group: | ||||||
| Luck Personalmanagement GmbH | Germany | Acquisition | 2017-04-13 | F.C. | 100 | 100 |
| Luck Holding GmbH | Germany | Acquisition | 2017-04-13 | F.C. | 100 | 100 |
| Luck Gebaudetechnik GmbH | Germany | Acquisition | 2017-04-13 | F.C. | 100 | 100 |
| Luck Beteiligungs GmbH | Germany | Acquisition | 2017-04-13 | F.C. | 100 | 100 |
| LS plan GmbH | Germany | Acquisition | 2017-04-13 | F.C. | 100 | 100 |
| Elektro Buchmann GmbH | Germany | Acquisition | 2017-04-13 | F.C. | 100 | 100 |
| Luck Beratung GmbH | Germany | Acquisition | 2017-04-13 | F.C. | 100 | 100 |
| Pulte Elektrotechnik Verwaltungs GmbH |
Germany | Acquisition | 2017-04-13 | F.C. | 100 | 100 |
| Pulte Elektrotechnik GmbH & Co. KG | Germany | Acquisition | 2017-04-13 | F.C. | 100 | 100 |
| Nuhn Gebaudetechnik GmbH | Germany | Acquisition | 2017-04-13 | F.C. | 100 | 100 |
| Luck Verwaltungs GmbH | Germany | Acquisition | 2017-04-13 | F.C. | 100 | 100 |
| MerICT | Netherlands | Acquisition | 2017-05-10 | F.C. | 100 | 100 |
| JM Electricité | France | Acquisition | 2017-07-12 | F.C. | 100 | 100 |
| Probia Ingénierie | France | Acquisition | 2017-07-20 | F.C. | 100 | 100 |
Ziut Sub-group:
| Ziut Advies B.V. | Netherlands | Acquisition | 2017-09-08 | F.C. | 100 | 100 |
|---|---|---|---|---|---|---|
| Ziut B.V. | Netherlands | Acquisition | 2017-09-08 | F.C. | 100 | 100 |
| Ziut Installatietechniek B.V. | Netherlands | Acquisition | 2017-09-08 | F.C. | 100 | 100 |
*F.C.: Full consolidation
Incoming entities in the Group scope corresponding to 2017 acquisitions are presented below:
- On January 3rd, 2017 SPIE acquired the Dutch company AD Bouman BV. established in 1980, Bouman focuses on non-food retail spaces, where it provides a broad range of installation services, including electro-technical work, heating systems, air conditioning, climate control and security. The company provides turnkey installation to a high quality and diverse customer base of national and international retailers. Bouman employs 22 people and generates annual revenue of approximately 5 million euros. The transferred counterpart stands at € 3.5 million.
- On January 25th, 2017 SPIE acquired the French company Maintenance Mesure Controle (MMC), through its subsidiary SPIE Nucléaire. Founded in 1989 and based in Yutz, Lorraine, MMC specializes in acoustic control, air leakage tests and infrared thermography on the French electronuclear sites. MMC employs 15 people and recorded revenues of 3 million euros in the year ended March 31st, 2016. The transferred counterpart stands at € 4 million.
- On March 31st, 2017, the Group acquired the SAG Group, German leader in high-growth energy infrastructure services. Headquartered in Langen, Germany, SAG is a service and systems supplier for electrical power, gas, water and telecommunications networks, primarily focused on servicing power transmission and distribution grids. The company celebrated its 100th anniversary this year and has played a major role in shaping the German energy infrastructure. It is now the market leader in Germany, where it generates close to 75% of its revenue, and has an established footprint in Slovakia, the Czech Republic, Poland, Hungary and France. SAG employs approximately 8,000 highly qualified people across more than 170 locations, including 120 in Germany. It generated revenue of €1.3 billion and EBITA of c. €77 million in 2016. The transferred counterpart stands at €107 million plus a debt repayment for € 479 million. The whole amount has been financed through the issuance of a bond of € 600 million (see Note 5.2.).
- On April 6th, 2017, SPIE acquired the German company 'PMS Sicherheitstechnik + Kommunikation GmbH' (PMS). PMS, with its head office located in Dresden, was founded in 1991 and covers the entire value chain in the area of security and communications, from design and planning to installation and maintenance of fire detection, burglar alarm and access control systems, as well as smoke and heat extraction systems. In 2016, PMS generated approximately € 3 million in revenues with 24 high qualified employees at its Dresden and Chemnitz locations. The transferred counterpart stands at € 2.3 million.
- On April 13th, 2017, SPIE acquired the Germany group Lück. Established in 1965 and headquartered in Lich-Langsdorf and Gießen, Lück Group is a provider of holistic building technology services with a strong focus on data center solutions. The company provides a complete range of services, from design and consulting, through installation and maintenance of HVAC, electro-technical, security and communication solutions. With 1,000 employees working from 18 locations in 6 German Länder, Lück Group generated a production of approximately €130 million in 2016. The transferred counterpart stands at € 60.8 million.
-
On April 13th, 2017 SPIE acquired the Dutch company MerICT. Based in the Netherlands, in Zwolle, MerICT provides integrated communication solutions ranging from market business telephony, connections and infrastructure, solutions for domotics in the healthcare sector and so-called collaboration applications. The transferred counterpart stands at € 2 million.
-
On July 12th, 2017, SPIE acquired the French company JM Electricité, through its subsidiary SPIE West-Center. JM Electricité, founded in 1996 and headquartered in Vedène, France (Vaucluse), is specialized in electrical installation works in the housing and tertiary sectors. The company is mainly active in the Marseille area and serves private clients as well as public communities. With 22 employees, the company generated 2016 revenues of approximately €5 million. The transferred counterpart stands at € 2.7 million.
- On July 20th, 2017, SPIE acquired the French company Probia Ingénierie, through its subsidiary SPIE South-East. Probia Ingénierie, established in 2006 and headquartered in Saint-Martin-des-Champs in France (Finistère), is specialized in the design and delivery of automated industrial equipments for material handling. The company is mainly active in the west of France and with its 11 employees, it generates annual revenues of approximately € 3 million, mostly with customers in the agri-food industry. The transferred counterpart stands at € 3.7 million.
- On September 8th, 2017, SPIE acquired the Dutch group Ziut. Headquartered in Arnhem, Ziut is an expert in the installation, management and maintenance of public lighting, traffic control systems and video surveillance. The company provides cities with innovative and smart solutions that have long-term beneficial impacts on energy consumption, security, and environmental issues faced by its customers. Ziut employs approximately 440 people and generated revenue of €114 million in 2016.The transferred counterpart stands at € 1 plus a debt repayment of € 15 million.
6.1.3. COMPANIES ACQUIRED IN 2017 BUT NOT YET CONSOLIDATED
- On November 14th, 2017, SPIE acquired the Dutch company Alewijnse Retail. Based in Zaltbommel, Alewijnse Retail employs 20 people and generated revenue of approximately € 6 million in 2016. The company specializes in the design and implementation of retail modification plans as well as maintenance management, and closely cooperates with its customers to develop tailor-made solutions. In October 2016, SPIE already acquired a business unit of the Alewijnse Group (Alewijnse Technisch Beheer), specialized in technical management of building-related installations. The transferred counterpart stands at € 2.7 million.
- On December 4, 2017, SPIE acquired the Dutch company Inmeco. Founded in 1996, the company is specialized in commissioning, prevention, maintenance and repairing of industrial instrumentation devices. The company generated revenue of approximately € 820 thousand in 2016. Inmeco employs four people. The counterpart stands at € 384 thousand.
- On December 20th, 2017, SPIE acquired the French company S-Cube. Based in Vélizy, France, S-Cube is a company specialized in the design, the integration and the maintenance of digital infrastructure, with a strong focus on datacenter solutions and hyperconvergence. Ranked by Les Echos among the "500 French growth champions in 2017", S-Cube employs 42 people and generated revenue of approximately €47 million in 2016.
6.1.4. NEWLY CONSOLIDATED COMPANIES
The Group consolidated for the first time the SPIE 161 entity during the second half of 2017. This entity had no activity were since its creation on October 20, 2016.
On November 6th, 2017, the SPIE 161 company was renamed to legally become from January 1st 2018 on the holding company "SPIE France", direct subsidiary of SPIE Operations, with the purpose of giving a functional autonomy to the French sub-group, similar to the holding companies in the other countries (Germany, Netherlands, United Kingdom,
Belgium and Switzerland). This new organization falls within the framework of the "Ariane" corporate project (see Note 26.2).
6.1.5. NEWLY CREATED COMPANIES
- On January 29, 2017, SPIE OGS created with a local partner the company SPIE OGS Doha LLC, located in Qatar and held through a partnership (49% held by SPIE and 51% held by a local partner). The company is consolidated since March 31st, 2017.
- The Group created on June 29, 2017 the SPIE Oil & Gas Services Sénégal company in Senegal. This entity was consolidated on September 30, 2017.
- In August 2017, the Group created the Grand Poitiers Lumière company in Poitiers (France). This company was consolidated for the first time on December 31, 2017 following the equity method.
- On December 27, 2017, SPIE Nederland has created the Dutch company Meppel BV.
6.1.6. COMPANIES LIQUIDATED OR DIVESTED
During year 2017, the Group sold or disposed several entities which did not represent any strategic interest for itself. The operations are the following:
- ‐ On January 4, 2017, the SPIE Edgo Energy Ventures Limited company located in the United Arab Emirates has been liquidated. Without significant activity since 2016, the liquidation of this company did not have any impact on the Group's accounts.
- ‐ On March 2, 2017, the Group sold the Sono Technic entity. The selling process of this French entity Sono Technic, operating on low voltage electricity activities in the Toulouse region, had been initiated in November 2016.
- ‐ On August 18, 2017, the Group sold the SPIE AGIS Fire & Security OY entity, located in Finland. This entity, non-strategic for the Group, was part of the entities acquired when SPIE purchased the AGIS Group in August 2016.
6.2 CHANGES IN METHOD
Nil.
6.3 IMPACT OF NEWLY CONSOLIDATED COMPANIES
The impact of the new consolidated companies in the Group's financial statement is presented hereafter:
| In thousands of euros | SAG Group |
Lück Group | Ziut Group |
Other Acquisi tions |
Total Acquisi tions 2017 |
PPA Adjust ments (IFRS 3R) |
Total after adjust ments |
|---|---|---|---|---|---|---|---|
| Intangible assets | 330,360 | 114 | 808 | 16,076 | 347,358 | 13,840 | 361,198 |
| Property, plant and equipment |
137,549 | 1,697 | 2,584 | 1,656 | 143,487 | (36) | 143,451 |
| Financial assets | 253 | 28 | 608 | 16 | 905 | - | 905 |
| Deferred tax assets | 105,609 | 2,085 | - | 120 | 107,813 | 125 | 107,938 |
| Other non-current assets | 106 | - | - | - | 106 | - | 106 |
| Current assets | 491,676 | (3,892) | 33,863 | 20,167 | 541,815 | (1,396) | 540,419 |
| Cash and cash equivalents | 25,829 | 2,042 | 157 | 10,978 | 39,005 | 130 | 39,135 |
| Total assets acquired at fair value |
1,091,382 | 2,074 | 38,020 | 49,013 | 1,180,489 | 12,664 | 1,193,153 |
| Equity attributable to non controlling interests |
- | 60,824 | - | 90 | 60,914 | (540) | 60,374 |
| Long-term borrowings | (486,430) | (14,936) | (1,519) | (128) | (503,013) | (1) | (503,014) |
| Other non-current liabilities | (483,873) | (88) | (3,849) | (147) | (487,957) | (769) | (488,726) |
| Deferred tax liabilities | (113,877) | (14) | - | (4,919) | (118,810) | (3,596) | (122,406) |
| Short-term borrowings | (10,845) | (12,777) | (7,922) | (269) | (31,813) | 27 | (31,786) |
| Other current liabilities | (619,869) | (58,862) | (24,730) | (21,067) | (724,528) | (19,698) | (744,226) |
| Total liabilities assumed at fair value |
(1,714,894) | (25,853) | (38,020) | (26,439) | (1,805,206) | (24,579) | (1,829,785) |
| Transferred counterpart* | 107,010 | 60,824 | - | 37,000 | 204,834 | (17,297) | 187,537 |
| Recognized goodwills | 730,522 | 84,603 | 0 | 14,426 | 829,551 | (5,382) | 824,169 |
* (see Note 6.1.2.)
The column "PPA Adjustments (IFRS 3R)" includes the goodwill adjustments related to
‐ the purchase price allocation of companies acquired during previous period (see Note 14.1)
‐ earn outs paid in 2017.
NOTE 7. SEGMENT INFORMATION
Summarized information intended for strategic analysis by general management of the Group for decision-making purposes (the concept of chief operating decision-maker in accordance with IFRS 8) is based on revenue (as per management accounts) and EBITA indicators broken down by operating segment.
7.1. INFORMATION BY OPERATING SEGMENT
Revenue (as per management accounts) represents the operational activities conducted by the Group's companies, while consolidating entities that have minority shareholders on a proportionate basis or using the equity method.
EBITA, as per management accounts, is the Group operating result. It is calculated before amortization of allocated goodwill (brands, backlogs and customers). The margin is expressed as a percentage of revenue (as per management accounts).
| In millions of euros | France | Germany and Central Europe |
North Western Europe |
Oil & Gas and Nuclear |
Holdings | TOTAL |
|---|---|---|---|---|---|---|
| 2017 | ||||||
| Revenue (as per management accounts) | 2,406.9 | 1,891.4 | 1,336.4 | 492.2 | - | 6,126.9 |
| EBITA | 151.7 | 120.0 | 54.3 | 48.9 | 13.1 | 388.0 |
| EBITA as a % of revenue (as per management accounts) |
6.3% | 6.3% | 4.1% | 9.9% | n/a | 6.3% |
| 2016 Restated* | ||||||
| Revenue (as per management accounts) | 2,241.5 | 927.0 | 1,207.5 | 565.4 | - | 4,941.4 |
| EBITA | 157.2 | 45.2 | 57.8 | 61.8 | 19.9 | 341.9 |
| EBITA as a % of revenue (as per management accounts) |
7.0% | 4.9% | 4.8% | 10.9% | n/a | 6.9% |
* Comparative data for 2016 have been restated, See Note 4
Reconciliation between revenue (as per management accounts) and revenue under IFRS
| In millions of euros | 2016 Restated | 2017 | |
|---|---|---|---|
| Revenue (as per management accounts) | 4,941.4 | 6,126.9 | |
| Sonaid | (a) | (14.3) | (7.8) |
| Holding activities | (b) | 23.0 | 17.8 |
| Other | (c) | 2.2 | (8.9) |
| Revenue under IFRS | 4,952.3 | 6,128.0 |
(a) The Sonaid company is consolidated on a proportionate basis in the management accounts (55%) while it is accounted for in equity method in consolidated accounts;
(b) Non-Group revenue from the SPIE Operations Group and non-operational entities;
(c) The "other" line mainly relates to the re-invoicing of services provided by Group entities to non-managed joint ventures, to the re-invoicing to non-Group entities that do not correspond to operational activity (essentially reinvoicing of expenses on account) and to the revenue from entities consolidated under the equity method, or nonconsolidated companies.
Reconciliation between EBITA and operating income
| In millions of euros | 2016 Restated |
2017 | |
|---|---|---|---|
| EBITA | 341.9 | 388.0 | |
| Amortization of intangible assets (allocated goodwill) | (a) | (30.9) | (59.8) |
| Restructuring costs | (b) | (17.2) | (44.5) |
| Financial commissions | (1.8) | (1.6) | |
| Minority interests | 0.1 | (1.6) | |
| Other non-recurring items | (c) | 2.3 | (16.9) |
| Consolidated Operating Income | 294.4 | 263.6 |
- (a) In 2017, the amount relating to the allocated goodwills of the Group includes an amount of € 41.1 million for SAG group.
- (b) In 2017, restructuring costs relate to reorganizations in France for € 13.3 million, in OGS for € 13.5 million and relate to the integration of SAG for an amount of € 16.2 million.
- (c) The "other non-recurring items" mainly correspond to costs related to external growth project (€ 8.9 million), and the recognition of a cost related to the free share plan allocation, in accordance with IFRS 2 (€ 5.1) million).
In 2016, the "other non-recurring items" included the capital gain subsequent to the change in consolidation method of SONAID pursuant to IFRS 11 (€ 5.3 million), and to costs related to external growth projects (€ 2.4 million).
7.2. PRO-FORMA INDICATORS
.
Pro-forma indicators are intended to provide a more comprehensive economic vision which incorporates the income statement over 12 months of companies acquired during the financial year irrespective of the initial consolidation date.
| In millions of euros | 2016 Restated | 2017 |
|---|---|---|
| Revenue (as per management accounts) | 4,941.4 | 6,126.9 |
| Pro-forma adjustments (12 months effect of acquisitions) | 195.9 | 374.2 |
| Pro-forma revenue (as per management accounts) | 5,137.3 | 6,501.1 |
| EBITA | 341.9 | 388,0 |
| Pro-forma adjustments (12 months effect of acquisitions) | 6.7 | (4.0) |
| EBITA pro-forma | 348.6 | 384.0 |
| As a % of pro-forma revenue | 6,8% | 5,9% |
7.3. NON-CURRENT ASSETS BY ACTIVITY
Non-current assets include intangible assets, property, plant and equipment, and goodwill allocated to Cash Generating Units.
| In thousands of euros |
France | Germany & CE | North-Western Europe |
Oil & Gas - Nuclear |
Holdings | TOTAL |
|---|---|---|---|---|---|---|
| December 31, 2017 | 286,919 | 1,474,910 | 152,231 | 39,894 | 2,318,036 | 4,271,990 |
| December 31, 2016 Restated |
275,179 | 301,026 | 153,894 | 37,735 | 2,316,797 | 3,084,630 |
7.4. PERFORMANCE BY GEOGRAPHIC AREA
Revenue under IFRS is broken down by geographical location of customers.
| In thousands of euros | France | Germany | Rest of the world | TOTAL |
|---|---|---|---|---|
| 2017 | ||||
| Revenue under IFRS | 2,696,166 | 1,552,801 | 1,879,026 | 6,127,993 |
| 2016 Restated | ||||
| Revenue under IFRS | 2,577,070 | 737,442 | 1,637,801 | 4,952,313 |
7.5. INFORMATION ABOUT MAJOR CUSTOMERS
No external customer individually represents 10% or more of the Group's consolidated revenue.
Notes to the consolidated income statement
NOTE 8. OTHER OPERATING INCOME AND EXPENSES
8.1. OPERATING EXPENSES
| In thousands of euros | Note | 2016 Restated |
2017 |
|---|---|---|---|
| Purchases consumed | (787,389) | (858,785) | |
| External services | (1,960,295) | (2,700,205) | |
| Employment cost | 8.2 | (1,914,879) | (2,225,489) |
| Taxes | (40,979) | (42,266) | |
| Net amortization and depreciation expenses and provisions | (28,699) | (101,974) | |
| Other operating income and expenses | 56,612 | 63,977 | |
| Operating expenses | (4,675,629) | (5,864,742) |
8.2. EMPLOYEE COST
Breakdown of employee cost
| In thousands of euros | Note | 2016 Restated |
2017 |
|---|---|---|---|
| Wages and salaries | (a) | (1,349,303) | (1,571,912) |
| Social security costs | (546,381) | (630,054) | |
| Employee benefits | (b) | (8,337) | (14,777) |
| Employee profit-sharing | (10,858) | (8,747) | |
| Employee costs | (1,914,879) | (2,225,489) |
(a) The CICE (French State's credit for competitiveness and employment) total benefit accounted for in the income statement in 2017, booked as a deduction from personnel costs, amounts to € 31,430 thousand (against € 26,512 thousand in 2016). These amounts were calculated including the payments and liabilities accounted for during the period and relating to eligible compensations.
(b) Employee benefits include the share of long-term post-employment benefit reserved for retirement benefit.
Free Performance Shares
The information relating to the features of the free performance shares are presented here below:
| At original date Sept 19, 2016 |
Dec 31, 2016 |
Dec 31, 2017 |
|
|---|---|---|---|
| Beneficiary population | 420 | 420 | 377 |
| Acquisition date | 2019-07-28 | 2019-07-28 | 2019-07-28 |
| Number of granted shares at origin | 1,098,155 | 1,098,155 | 1,098,155 |
| Number of granted shares cancelled | - | - | (152,943) |
| Number of granted shares under performance conditions at year end |
1,098,155 | 1,098,155 | 945,212 |
The vesting of performance shares is under condition of presence of the beneficiary throughout the three-year duration of the acquisition period.
Thus, the fair value valuation of the performance shares takes into consideration a turnover rate of the beneficiaries as read per country in the employers companies.
The number of performance shares, to which the fair value applied for the calculation of the IFRS 2 expense, is adjusted by taking into consideration the estimation of the probabilities of achieving financial performance conditions.
The acquisition of the allocated shares is subject to three financial performance conditions:
-
two internal conditions (non-market)
-
a condition on Average Annual Growth Rate (AAGR) of EBITA over the period 2016-2018
- a condition on Cash Conversion Rate (CCR) of EBITA over the period 2016-2018
- one external condition, linked to a Total Shareholder Return (TSR) target for the SPIE shares compared to the median TSR of the companies included in the SBF 120 index.
The beneficiary population is composed of 420 people and is divided into two circles, each with a specific plan:
- the first group corresponding to the Executive Committee of SPIE Group and CEO of the French subsidiaries;
- the second circle corresponding to others beneficiaries bound with any of the Group companies by an employment contract.
The weights to be applied to internal and external allocation rates are as follows:
| Internal Criteria | External Criteria |
|
|---|---|---|
| Executive Committee of SPIE Group and CEO of French subsidiaries | 65.0% | 35.0% |
| Others | 80.0% | 20.0% |
The fair value of the performance shares, valued to € 12,360 thousand at the grant date of September 19th, 2016, is amortized over the three-year vesting period. Thus, a charge for an amount of 4,120 thousand euros was booked in 2017.
Applicable taxes and employers contributions, due by employer companies in their own countries, have been accrued as expenses for an amount of € 1,003 thousand in 2017.
Breakdown of average number of Group employees
| 2016 | 2017 | |
|---|---|---|
| Engineers and executive management | 7,097 | 7,026 |
| Lower and middle management | 17,989 | 20,259 |
| Other employees | 13,780 | 19,567 |
| Average number of Group employees | 38,866 | 46,852 |
Headcount does not include any temporary people.
8.3. OTHER OPERATING INCOME (LOSS)
Other operating income and expenses break down as follows:
| In thousands of euros | Notes | 2016 Restated |
2017 |
|---|---|---|---|
| Business combination acquisition costs | (a) | (2,369) | (8,929) |
| Net book value of financial assets and security disposals | (b) | 4,922 | (1,487) |
| Net book value of assets | (7,000) | (4,785) | |
| Other operating expenses | (c) | (23,007) | (52,721) |
| Total other operating expenses | (27,453) | (67,922) | |
| Gain on security disposals | (d) | 282 | 208 |
| Gains on asset disposals | 7,021 | 6,637 | |
| Other operating income | (e) | 4,331 | 4,279 |
| Total other operating income | 11,634 | 11,124 | |
| Other operating income and expenses | (15,819) | (56,798) |
(a) In 2017 "Business combination acquisition costs" mainly relate to the acquisitions of SAG group, Lück companies and PMS by SPIE DZE (formerly SPIE GmbH), of Trios Group and Environmental Engineering by SPIE UK, and to the acquisition of Alewijnse, Ziut and Aaftink by SPIE Nederland.
(b) In 2017, the "net book value of financial assets and security disposals" mainly correspond to the NBV booked consequently to:
- (i) The disposal of AGIS Fire & Security Oy, located in Finland, by SPIE DZE (formerly SPIE GmbH), for an amount of € (312) thousand;
- (ii) the dissolution of the Allard company held by SPIE UK for an amount of € (186) thousand,
- (iii) to the dissolution of the Vehicle Rental company held by SPIE ENS Limited for an amount of € (675) thousand.
In 2016, the "net book value of financial assets and security disposals" used to correspond to the NBV booked consequently to:
- (i) the loss of control of SONAID entity by SPIE OGS for an amount of € 5,260 thousands
- (ii) to the share disposal of SPIE Czech of € (49) thousand.
- (c) In 2017, the "other operating expenses" mainly correspond to the restructuring costs deriving from the reorganizations completed in France, in OGS in particular since the acquisition of SAG group, in Germany. In 2016, they mainly corresponded to penalties on contracts and to the restructuring costs in France, in
- Switzerland and in the UK. (i) the June 2016 IPO related costs for € 2 124 thousand;
- (ii) the employer matching contribution paid by the Group in connection with employees subscription to the shareholders plan for a total amount of € 23,787 thousand (including roadshow costs) (see Note 17.5);
- (iii) the booking of a provision amounting to € 13,663 thousand for an onerous contract at the date control was obtained in the United Kingdom and relating to an arbitrary procedure initiated by the Secretary of State for Defense;
- (iv) Costs related to uncompleted external growth projects, to restructuring or penalty costs.
- (d) The gains on security disposals corresponded in 2016 to the disposal of Concept ERP shares held by Sofilan (RDI Group acquired by SPIE ICS in 2017). In 2017, they relate to disposal of the shares of AGIS Fire & Security Oy (located in Finland) by SPIE DZE (formerly SPIE GmbH), for an amount of € 200 thousand.
- (e) The « other operating income » mainly corresponds to penalties and to write backs on provisions. In 2016, the other non-current income included the earn out of the ENS (located in the United Kingdom) entity which has not been paid, for an amount of € 2,563 thousand.
NOTE 9. NET FINANCIAL COST AND FINANCIAL INCOME AND EXPENSES
Cost of net debt and other financial income and expenses are broken down in the table below:
| In thousands of euros | Notes | 2016 Restated |
2017 |
|---|---|---|---|
| Interest expenses | (38,451) | (57,032) | |
| Interest expenses on financial leases | (346) | (367) | |
| Interest expenses on cash equivalents | (80) | (875) | |
| Interest expenses and losses on cash equivalents | (38,877) | (58,275) | |
| Interest income on cash equivalents | 91 | 575 | |
| Net proceeds on sale of marketable securities | 95 | 6 | |
| Gains on cash and cash equivalents | 186 | 581 | |
| Costs of net financial debt | (a) | (38,691) | (57,694) |
| Loss on exchange rates | (b) | (28,499) | (16,855) |
| Allowance for financial provisions for pensions | (4,688) | (10,106) | |
| Other financial expenses | (1,359) | (5,941) | |
| Total other financial expenses | (34,545) | (32,902) | |
| Gain on exchange rates | 20,242 | 10,227 | |
| Reversal of financial provisions for pensions | - | 21 | |
| Gains on financial assets excl. cash and cash equivalents | 43 | 151 | |
| Allowance / Reversal on financial assets | 127 | 1,330 | |
| Other financial income | 942 | 3,089 | |
| Total other financial income | 21,353 | 14,819 | |
| Other financial income and expenses | (13,192) | (18,083) |
- (a) The change between 2016 and 2017 (€ 19 million) is due to interest charges related to the bond subscribed in March 2017, for an amount of € 600 million, for the SAG group acquisition (i.e. € 14.6 million).
- (b) The change of the exchange rate between pound sterling and euro during 2016 contributed to losses on exchange rates up to a net amount of approximately € 16 million, without any significant cash impact. In 2017, these currency losses amount to € 5.6 million
NOTE 10. INCOME TAX
10.1. TAX RATE
Tax rate
Since 2016, the Group applies a tax reference of 34.43%. Furthermore, prevailing tax rates in the main European countries in Group businesses are the followings:
| Income tax rate used by the Group | 2016 | 2017 |
|---|---|---|
| France | 34.43% | 34.43% |
| Germany | 31.50% | 31.50% |
| United Kingdom | 20.00% | 19.00% |
| Belgium | 33.99% | 33.99% |
| Netherlands | 25.00% | 25.00% |
| Switzerland | 21.00% | 21.00% |
10.2. CONSOLIDATED INCOME TAX EXPENSE
Income taxes are detailed as follows:
| In thousands of euros | 2016 Restated |
2017 |
|---|---|---|
| Income tax expense reported in the income statement | ||
| Current income tax | (73,969) | (64,373) |
| Deferred income tax | 27,100 | (7,900) |
| Total income tax reported in the income statement | (46,869) | (72,273) |
| Income tax expense reported in the statement of comprehensive income |
||
| Net (loss)/gain on cash flow hedge derivatives | (112) | (127) |
| Net (loss)/gain on post-employment benefits | 4,275 | (9,640) |
| Total income tax reported in the statement of comprehensive income | 4,163 | (9,767) |
The Group deferred taxes as at December 31, 2016, have been revalued mainly following the adoption of the 2017 Finance Act in France, which provided for a reduction in the corporate income tax rate from 33.33% to 28% for all companies starting from 2020. The impact for the Group related to the deferred taxes scheduled from 2020 onwards, and in particular:
- € 43.8 million related to the deferred tax based on the intangible assets, limited to the SPIE brand
- € (8.0) million related to the deferred taxes based on pension provisions.
Following the adoption of the 2018 Finance Act in France, which provides for a subsequent reduction in the corporate income tax rate from 28% to 25% for all companies between 2020 and 2022, the Group deferred tax have been revalued once more. The impact relates to the deferred tax scheduled from 2020 onwards, and the update of the deferred taxes on these assets is the following:
- € 20.5 million on the SPIE brand,
- € (2.3) million for the pension provisions.
10.3. DEFERRED TAX ASSETS AND LIABILITIES
Before offsetting deferred tax assets and liabilities by fiscal entity, the components of deferred tax are as follows:
| In thousands of euros | Assets | Liabilities | Dec 31, 2017 |
|---|---|---|---|
| Derivatives | (140) | (140) | |
| Employee benefits | 129,509 | 129,509, | |
| Provisions for contingencies and expenses non-deductible for tax purpose |
31,312 | 31,312, | |
| Tax loss carry forward | 41,922 | 41,922, | |
| Revaluation of long-term assets | 39,042 | (319,407) | (280,365) |
| Deferred tax liabilities on finance leases | 101 | (591) | (490) |
| Other temporary differences | 46,892 | (48,996) | (2,104) |
| Total deferred tax –net | 288,778 | (369,134) | (80,356) |
Deferred tax assets and liabilities by nature for 2016 are detailed below:
| In thousands of euros | Assets | Liabilities | Dec 31, 2016 Restated |
|---|---|---|---|
| Derivatives | (13) | (13) | |
| Employee benefits | 79,194 | 79,194 | |
| Provisions for contingencies and expenses non-deductible for tax purpose |
30,790 | 30,790 | |
| Tax loss carry forward | 67,760 | 67,760 | |
| Revaluation of long-term assets | 26,440 | (245,542) | (219,102) |
| Deferred tax liabilities on finance leases | 55 | (980) | (925) |
| Other temporary differences | 31,126 | (21,310) | 9,814 |
| Total deferred tax -net | 235,364 | (267,845) | (32,482) |
The breakdown of deferred tax variations for the period according to their impact on the income statement or on the statement of financial position is the following:
| Variations 2017 | |||||||
|---|---|---|---|---|---|---|---|
| In thousands of euros | 31 Dec. 2016 |
Income statement |
Equity & OCI |
Translation differences |
Reclassific ations |
Other/ Changes in scope (a) |
31 Dec. 2017 |
| Derivatives | (13) | (127) | (140) | ||||
| Employee benefits | 79,194 | (4,110) | (9,640) | (749) | 87 | 64,727 | 129,509 |
| Provisions for contingencies and expenses non-deductible for tax purpose |
30,790 | (2,876) | (92) | (87) | 3,578 | 31,312 | |
| Tax loss carry forward (b) | 67,760 | (29,713) | (890) | 4,764 | 41,922 | ||
| Revaluation of long-term assets (c) |
(219,102) | 48,047 | 1,755 | (111,065) | (280,365) | ||
| Deferred tax liabilities on finance leases |
(925) | 218 | 3 | 214 | (490) | ||
| Other temporary differen ces (d) |
9,814 | (19,466) | 321 | 7,226 | (2,104) | ||
| Total deferred tax -net | (32,482) | (7,901) | (9,767) | 349 | - | (30,555) | (80,356) |
- (a) The « others / changes in scope » mainly correspond to the deferred taxes provided by the incoming entities of the Group during the year, and to the ongoing process of purchase price allocation;
- (b) The tax loss carry forward impacting the income statement mainly relate to:
- (i) The tax loss carry forwards used at SPIE Group level (in particular in the level of the holding company, SPIE SA, head of tax integration regime) (see Note 10.4);
- (ii) The impact of reduction of the net income tax in the United Kingdom on the amount of tax carry forwards activated previously.
- (c) € (48,047) thousand accounted for in the income statement include:
- (i) the impact of the intangible assets amortization identified through Purchase Price Allocation processes, and in particular those deriving from the SAG Group acquisition for an amount of € 12,341 thousand;
- (ii) The impact of the reduction in the French tax rate subsequent to the application of the 2018 Finance Act in France for an amount of € 20,461 thousand (see Note 10.2).
- (d) The total amount of the "Other temporary differences" include the other differences such as restatements on currency translations and deferred taxes on borrowing costs for approximately € 900 thousand.
10.4. TAX LOSS CARRIED FORWARD
Tax losses carried forward within the tax group in France amount to € 97,255 thousand. They have been recognized as deferred tax assets for € 27,419 thousand. The timeline for the relief of carry forward tax deficits, by allocation to predictable profits of the SPIE SA tax group, has been estimated at 2 years.
As at December 31, 2017, unrecognized tax losses in France amount to € 72,732 thousand and concern mainly preintegration losses in the Group's French subsidiaries.
All tax losses carried forward in the United-Kingdom, which timeline for the relief of carry forward tax deficitis has been estimated at less than 5 years, amount to £ 20,468. The amount of deferred tax assets finally recognized is of £ 3,889 thousand (i.e. € 4,411 thousand).
The deferred tax assets corresponding to the tax losses carried forward in Germany were fully accounted for € 8,595 thousand, on a basis of a 5 years plan relief.
All tax losses carried forward relating to the SPIE ICS in Switzerland, amount in basis as at December 31, 2017 to 4,413thousands of Swiss Francs (CHF) (i.e. € 3,776 thousand). They have been subject to the recognition of deferred tax assets fully accounted for an amount of CHF 927 thousand (i.e. € 793 thousand).
10.5. RECONCILIATION BETWEEN PROVISION FOR INCOME TAXES AND PRE-TAX INCOME
| In thousands of euros | 2016 Restated | 2017 | |
|---|---|---|---|
| Consolidated net income | 184,032 | 111,473 | |
| (-) Net income from discontinued operations | 11,652 | 4,033 | |
| Provision for income taxes | 46,869 | 72,273 | |
| Pre-tax income | 242,553 | 187,779 | |
| (-) Net income (loss) from companies accounted for under the equity method |
(426) | (492) | |
| Pre-tax income excl. companies accounted for under the equity method |
242,126 | 187,288 | |
| Theoretical French statutory tax rate | 34.43% | 34.43% | |
| Theoretical tax charge | (83,364) | (64,483) | |
| Permanent differences and other differences | (1,147) | (6,493) | |
| French CVAE | (a) | (13,175) | (12,282) |
| Tax loss carry-forward | 11,497 | (33,404) | |
| Difference between French and foreign income tax rates | 3,767 | 26,229 | |
| Difference on French income tax rate (Finance Act) | 10.2 | 35,839 | 17,144 |
| Tax provisions | (b) | (285) | 1,016 |
| Net provision for income taxes, including discontinued activities | (46,869) | (72,273) | |
| Effective tax rate | 19.32% | 38.49% | |
| Effective tax rate excluding French CVAE | (c) | 11.04% | 28.51% |
- (a) In France, the Company value-added contribution ("Cotisation sur la Valeur Ajoutée des Entreprises" CVAE) is due based on added value stemming from individual financial statements. The Group opted for the option of booking CVAE in income tax in order to ensure consistency with the accounting treatment of similar taxes in other countries. Accordingly, CVAE is presented as a component of the income tax expense. As CVAE is tax deductible, its amount has been restated net of income tax for reconciliation purposes.
- (b) Tax provisions relate to tax audits in progress where notices of judgments have been received and are subject to discussions with the relevant tax authorities. The portion of this process relating to additional income tax is recognized as a component of the income tax expense.
- (c) In 2016, if the impact following the adoption of the 2017 Finance Act in France (see Note 10.2) had been taken into account, the effective tax rate of the Group would have been of 25.81% excluding French CVAE, and 34.10% including the CVAE.
In 2017, if the impact following the adoption of the 2018 Finance Act in France had not been taken into account, the effective tax rate of the Group would have been of 37.64% excluding French CVAE and 47.62% including the CVAE.
NOTE 11. DISCONTINUED OPERATIONS
The Group's assets held for sale and discontinued operations requiring the application of IFRS 5 are outlined below:
| 2016 Restated | 2017 | ||||
|---|---|---|---|---|---|
| In thousands of euros | Revenue | Contribution to net income |
Revenue | Contribution to net income |
|
| SPIE South-West – operations of SPIE in Morocco |
(a) | 67,316 | (2,078) | 61,073 | 21,689 |
| SPIE Nuclear – soft FM activity | (b) | 24,465 | 510 | 178 | (2,151) |
| SPIE Sud-Ouest –MSI business | (c) | 11,993 | 127 | 7,892 | (2,597) |
| SPIE UK – underground utilities services | (d) | 73,733 | (32) | 53,793 | (30,121) |
| SPIE UK –soft FM activity | (e) | 28,362 | 3,691 | 32,660 | (7,720) |
| SPIE SAG - Gas & Offshore Services | (f) | - | - | 164,386 | 23,873 |
| SPIE Switzerland – SPIE IFS AG | (g) | 6,461 | (1,232) | 1,198 | (194) |
| SPIE South-West- SonoTechnic | (h) | 2,010 | (1,105) | 469 | (69) |
| SPIE Infoservices – Logistic business | (i) | - | (2,403) | - | 104 |
| SPIE IDF – North-West – « housing market projects » activity |
(j) | 7,520 | (4,635) | 7,288 | (7,170) |
| SPIE South-West – Portugal activity | (k) | 9,248 | (4,249) | - | - |
| SPIE DZE – Services Solutions business in Greece |
(l) | - | (15) | - | (5) |
| SPIE OGS – Algeria business | (m) | 2,562 | (207) | 2,472 | 381 |
| SPIE Holdings - S.G.T.E. Ingénierie | (n) | - | (25) | - | (52) |
| TOTAL | 233,670 | (11,652) | 331,409 | (4,033) |
- (a) SPIE's Moroccan operations. On December 20, 2017, SPIE signed an agreement in order to sell its activities of SPIE Morocco to ENGIE. SPIE Maroc is a key player in the Moroccan market of electrical and HVAC engineering, of telecommunication infrastructures and of power transmission systems, as well as multitechnical maintenance. The company has more than 1,000 employees and generated in 2016 revenue of approximately € 70 million.
- (b) The soft FM (Facility Management) activity of SPIE Nuclear for which a divestment process was initiated during the second half of 2017. Its process was still in progress as at December 31, 2017.
- (c) The conception and assembly of specialized equipment for aeronautics activity (MSI) of SPIE South-West. The disposal process has been initiated during the second half of 2017, and was still in progress as at December 31, 2017.
- (d) Underground utilities services in the United Kingdom (water and gas networks). A divesture process has been initiated during the third quarter of 2017.
- (e) "Total facility management" activities in the United Kingdom (soft FM activity), including technical maintenance services combined to one or several non-technical services (cleaning, etc.). A divesture process has been initiated during the second quarter of 2017.
- (f) The Gas & Off-shore business of SAG, for which a disposal process has been initiated during the second quarter of 2017.
- (g) The Services Solutions business line located in Switzerland (corresponding to the whole company SPIE IFS AG), which had been acquired together with the German group Hochtief in 2013. A disposal process has been initiated in November 2016. It has finally been decided to merge this activity in SPIE ICS AG as at June 30, 2017.
-
(h) SonoTechnic, French subsidiary of SPIE South-West which operates in the low voltage electricity activities in the region of Toulouse, for which a disposal process has been initiated in November 2016, has been sold in March 31, 2017 (see Note 5.1.5).
-
(i) The activity "logistics and integration of communications equipment and systems" of SPIE Infoservices, French subsidiary of SPIE ICS, planned to be sold since the second half of 2016, was sold on January 6, 2017 (see Note 5.1.5).
- (j) Activities in "Housing market Projects" of the French company SPIE IDF North-West. The discontinued process was initiated in the second half of the year 2016 and was still in progress as at December 31, 2017.
- (k) The company TecnoSPIE SA in Portugal for which a disposal process was initiated in December 2015 was sold on July 6, 2016; It is presented in the June 2016 accounts, as a comparative purpose for June 2017.
- (l) The Services Solutions business line located in Greece and acquired together with the German group Hochtief in 2013 by SPIE DZE (formerly SPIE GmbH), for which a disposal process has been initiated in 2014. This process was still in progress as at December 31, 2017.
- (m) The Algerian business of SPIE OGS, which disposal process was initiated in 2011, was still in progress as at December 31, 2017.
- (n) SGTE Ingénierie, located in France, for which a liquidation process has been initiated in 2007, was still in progress as at December 31, 2017.
As a result, as at December 31, 2017, all of these activities have been reclassified in a separate line on the income statement, representing the contribution to net income of these operations.
The assets and liabilities of these operations have been respectively reclassified as "Assets classified as held for sale" and "Liabilities associated with assets classified as held for sale" in the consolidated statement of financial position as at December 31, 2017. Assets and liabilities of these activities have been valued at the lower of their accounting value and their fair value less potential costs of sale of the assets.
NOTE 12. EARNINGS PER SHARE
12.1. DISTRIBUTABLE EARNINGS
| In thousands of euros | Dec 31, 2016 Restated |
Dec 31, 2017 |
|---|---|---|
| Continuing operations Basic earnings from continuing operations attributable to owners of the parent (excluding minority shareholders) (-) Basic earnings attributable to preferential owners |
195,672 | 114,435, |
| Earnings from continuing operations distributable to shareholders of the Company, used for the calculation of the earnings per share |
195,672 | 114,435 |
| Earnings from discontinued operations distributable to shareholders of the Company, used for the calculation of the earnings per share |
(11,652) | (4,033) |
| Total operations Basic earnings from continuing operations attributable to owners of the parent (excluding minority shareholders) (-) Basic earnings attributable to preferential owners |
184,020 | 110,402 |
| Earnings distributable to shareholders of the Company, used for the calculation of the earnings per share |
184,020, | 110,402 |
12.2. NUMBER OF SHARES
| Dec 31, 2016 Restated |
Dec 31, 2017 | |
|---|---|---|
| Average number of shares used for the calculation of earnings per share | 154,076,156 | 154,076,156 |
| Effect of the diluting instruments | 312,899 | 1,021,684 |
| Average number of diluted shares used for the calculation of earnings per share | 154,389,054 | 155,174,311 |
In compliance with "IAS 33- Earnings per share", the weighted average number of ordinary shares in the first half of 2017 (and for all presently shown periods) has been adjusted to take into account events that impacted the number of outstanding shares without having a corresponding impact on the entity's resources.
During the 2016 period, SPIE has issued a new Free Performance Shares plan which consequently dilutes the average number of shares (see Note 8.2).
12.3. EARNINGS PER SHARE
| In thousands of euros | Dec 31, 2016 Restated |
Dec 31, 2017 |
|---|---|---|
| Continuing operations | ||
| . Basic earnings per share | 1.27 | 0.74 |
| . Diluted earnings per share | 1.27 | 0.74 |
| Discontinued operations | ||
| . Basic earnings per share | (0.08) | (0.03) |
| . Diluted earnings per share | (0.08) | (0.03) |
| Total operations | ||
| . Basic earnings per share | 1.19 | 0.72 |
| . Diluted earnings per share | 1.19 | 0.71 |
In 2017 the lowering of the income tax rate from 2022 on, as provided for by the French Finance Act of 2018 (see Note 10.2) generates a positive amount of € 18,2 million on the Group net income (i.e. 0.12 € per share).
In 2016, the lowering of the income tax rate from 2020 on, as provided for by the French Finance Act of 2017 generated a positive amount of € 35.8 million on the Group net income (i.e. 0.23 € per share).
NOTE 13. DIVIDENDS
During the current period, the Group paid the dividends entitled for the 2016 period, representing a total amount of € 81,660 thousand, which corresponds to a dividend of 53 cents per share. Furthermore, an interim dividend on the 2017 dividend was paid in September 2017, for an amount of € 24,652 thousand.
Based on 2017 year's results, the Board of Directors will propose to the General Shareholders' Meeting to pay in 2018 a dividend of € 0.56 per share. Since an interim dividend of € 0.16 per share was paid in November 2017, the final dividend payment on May 2018 should be € 0.40 per share if approved.
Notes to the statement of financial position
The following notes relate to the assets and liabilities of continuing operations as at December 31, 2017.
Assets and liabilities of operations held for sale are presented in a separate line "Activities held for sale" in the statement of financial position.
NOTE 14. GOODWILL
14.1. CHANGES IN GOODWILL
The value of the Group's goodwills as at December 31, 2017 stands at € 3,106 million. This value was of € 2,136 million at IPO date, on June 10, 2015, and included an amount of € 1,805 million relating to the previous Leverage Buy Out conducted in 2011.
The following table shows the changes in carrying amount of goodwill by cash generating unit:
| In thousands of euros | Dec 31, 2016 |
Acquisitions and adjustments of preliminary goodwill |
Dis posals |
Change in consolida tion method |
Change in scope of consolida tion and other |
Translation adjust ments |
Dec 31, 2017 |
|---|---|---|---|---|---|---|---|
| SPIE IDF North-West | 275,688 | (135,931) | 139,757 | ||||
| SPIE East | 91,943 | (23,351) | 68,592 | ||||
| SPIE South-East | 197,983 | 1,407 | (68,739) | 130,651 | |||
| SPIE South-West | 229,233 | (99,588) | 129,645 | ||||
| SPIE West-Centre | 218,735 | 2,061 | (101,825) | 118,971 | |||
| SPIE Citynetworks | 246,503 | 246,503 | |||||
| SPIE Facilities | 179,257 | 179,257 | |||||
| SPIE ICS (France) | 162,392 | (42) | 162,350 | ||||
| SPIE DZE (formerly SPIE GmbH) |
162,379 | 805440 | (248) | 162 | 967,734 | ||
| SPIE ICS (Switzerland) | 46,996 | 3,674 | (4,071) | 46,599 | |||
| SPIE UK | 206,016 | 3,958 | (9,292) | (2,106) | 198,575 | ||
| SPIE Nederland | 156,650 | 5,133 | 161,783 | ||||
| SPIE Belgium | 78,299 | 4,918 | 83,217 | ||||
| SPIE Nuclear | 127,801 | 1,294 | 129,095 | ||||
| SPIE OGS | 253,226 | 253,226 | |||||
| Total goodwill | 2,207,341 | 824,169 | (248) | (9,292) | - | (6,015) | 3,015,955 |
Acquisitions and goodwill adjustments which occurred between January and December 2017 mainly relate to the temporary allocations of goodwill and to the ongoing processes of purchase price allocation for the different acquisitions of the period, i.e.:
- ‐ in France:
- o € 1,407 thousand for the JM Electricité company acquired by SPIE South East in July 2017;
- o € 2,061 thousand for the Probia Ingénierie company acquired by SPIE West Center in July 2017;
- o € (42) thousand for the RDI company acquired in April 2016 by SPIE ICS France;
- o € 1,294 thousand for the MMC company acquired by SPIE Nuclear in January 2017.
- ‐ In Germany:
- o € 730,522 thousand for the SAG group acquired by SPIE DZE (formerly SPIE GmbH) in March 2017;
- o € 84,603 thousand for the Luck group acquired in May 2017;
- o € 1,309 thousand for the PMS company acquired in April 2017;
- o € (5,659) thousand for GfT acquired in September 2016;
- o € (5,491) thousand for the Comnet group acquired in November 2016;
-
o € 156 thousand for the Agis group acquired in August 2016;
-
‐ In the united-Kingdom:
- o € 715 thousand for the Trios group acquired in November 2016;
- o € 3,242 thousand for the Environmental Engineering (EE) group acquired in December 2016;
- ‐ In the Netherlands:
- o € 2,574 thousand for the Aaftink group acquired in December 2016
- o € 2,353 thousand for the AD Bouman company acquired in January 2017
- o € 927 thousand for the Mer ICT company acquired in May 2017
- o € (721) thousand for the Alewijnse group acquired in November 2016
- ‐ In Belgium:
- o € 4,918 thousand for the Tevean company acquired in December 2016.
The "disposals" column includes the disposal of Agis Fire & Security Oy (located in Finland) for an amount of € (248) thousand in August 2017.
The "change in consolidation method" column corresponding to € (9,292) thousand in the CGU SPIE UK relates to the divestment process initiated on the underground utilities services activity (see Note 11).
The "change in scope of consolidation" column includes the asset transfers from the five regional multi-technical subsidiaries to the two new subsidiaries: SPIE Citynetworks and SPIE Facilities, created during the Ambition 2020 project (see Note 5.4). It also includes the transfer of the Swiss companies originally held by SPIE South East to the CGU SPIE ICS Switzerland for an amount of € 3;674 thousand.
Currency translation adjustments mainly relate to:
- ‐ € (4,0741) thousand for all Swiss entities within the SPIE ICS Switzerland CGU;
- ‐ € 162 thousand for the Polish and Hungarian companies held by SPIE DZE (formerly SPIE GmbH);
- ‐ And to € (2,106) thousands of currency translation impacts covering all entities of the SPIE UK CGU;
| In thousands of euros | Dec 31, 2015 |
Acquisitions and adjustments of preliminary goodwill |
Disposals | Change in scope of consolidation and other |
Translation adjustments |
Dec 31, 2016 |
|---|---|---|---|---|---|---|
| SPIE Ile de France Nord | 275,688 | 275,688 | ||||
| Ouest | ||||||
| SPIE Est | 91,943 | 91,943 | ||||
| SPIE Sud Est | 196,725 | 1,250 | 8 | 197,983 | ||
| SPIE Sud-Ouest | 230,647 | (1,414) | 229,233 | |||
| SPIE Ouest Centre | 218,735 | 218,735 | ||||
| SPIE Communications | 158,201 | 4,191 | 162,392 | |||
| SPIE GmbH | 125,853 | 36,567 | (41) | 162,379 | ||
| CGU – SPIE ICS | 46,891 | 105 | 46,996 | |||
| SPIE UK | 198,191 | 12,480 | (4,655) | 206,016 | ||
| SPIE Nederland | 147,274 | 9,376 | 156,650 | |||
| SPIE Belgium | 77,762 | 537 | 78,299 | |||
| SPIE Nucléaire | 127,801 | 127,801 | ||||
| SPIE OGS | 253,226 | 253,226 | ||||
| Total goodwill | 2,148,937 | 64,401 | (1,414) | (4,583) | 2,207,341 |
For comparative purpose, the carrying amounts of the Group goodwill as of December 31, 2016 were the following:
14.2. IMPAIRMENT TEST FOR GOODWILL
To carry out annual impairment tests, goodwill was allocated to the relevant Cash Generating Units (CGU); see Note 3.10 "Impairment of goodwill".
These tests are carried out in October of each year on the basis of the most recent budgets available. In 2017, they were developed based on the Business Plan's forecasts taking into account cash flows comprising a budget Y+1, forecasts for the years Y+2, a revised business plan for the year Y+3 and projections for Y+4 to Y+6 (these additional years are extrapolated from forecasts) in which is added a terminal value, calculated with a growth rate of 1.70% (in 2016: 1.60 %.)
As the SPIE UK CGU operates outside the Eurozone, the future cash flows are estimated in GBP and then discounted using the Group's discount rate. All other CGUs estimate their future cash flows in euros.
The discount rates after tax for all CGUs amount to 7.30 % (2016: 7.5%) for all CGUs.
Sensitivity Test
The value in use is mainly driven by the terminal value which is sensitive to changes in the assumptions regarding discount rates and the cash flows generated.
Critical assumptions of the business plan and multiannual forecasts correspond to any reasonably possible changes.
The value of all operating segments subject to impairment testing is higher than the book value. The sensitivity to indicators used are the followings: a decrease by 0.1% of the long term growth rate, a decrease by 0.5% of the margin level expected for the terminal year, and an increase by 0.5% of the discount rate (WACC). The sensitivity tests would not present any loss in value except for the Swizz CGU.
The Swiss businesses of the Group have been reorganized during the year 2017 in order to be gathered under a unique CGU. Though the impairment tests did not lead to any indication of impairment loss, the sensitivity tests have showed limited value losses which could arise to € 1.6 million in case the EBIT margin would decrease by 50 bps in 2022 and terminal year, while using a very conservative business plan. -
Pending the achievement of the reasonably expected forecasts, it has been decided not to impair the related goodwills, but to keep these CGUs under surveillance for 2018.
NOTE 15. INTANGIBLE ASSETS
15.1. INTANGIBLE ASSETS – GROSS VALUES
| In thousands of euros | Concessions, patents, licenses |
Brands | Backlog and customer relationship |
Others | Total |
|---|---|---|---|---|---|
| Gross value | |||||
| At Dec 31, 2014 | 6,772 | 754,750 | 163,816 | 82,895 | 1,008,233 |
| Business combination effect | 7 | 1,595 | 11,243 | 279 | 13,123 |
| Other acquisitions in the period | 562 | - | - | 19,336 | 19,898 |
| Disposals in the period | (538) | - | - | (4,728) | (5,266) |
| Exchange difference | 7 | (1,331) | (2,477) | (472) | (4,273) |
| Other movements | 635 | - | - | (463) | 172 |
| Assets held for sale | - | - | - | - | - |
| At Dec 31, 2016 | 7,445 | 755,013 | 172,582 | 96,847 | 1,031,888 |
| Business combination effect | 81 | 136,490 | 220,861 | 3,766 | 361,198 |
| Other acquisitions in the period | 231 | - | - | 15,678 | 15,909 |
| Disposals in the period | (36) | - | - | (253) | (289) |
| Exchange difference | (10) | (796) | (1,327) | (529) | (2,663) |
| Other movements | 544 | - | - | (490) | 54 |
| Assets held for sale | - | - | (10,358) | (434) | (10,792) |
| At Dec 31, 2017 | 8,255 | 890,707 | 381,758 | 114,586 | 1,395,306 |
Period ended December 31, 2017
Brands mainly correspond to the value of the SPIE brand for € 731 million, which has an indefinite useful life and is tested for impairment at least once a year or whenever there is an indication of impairment.
The SPIE brand is allocated to each of the cash generating units and is valued on the basis of an implied average royalty rate, as a percentage of each CGU's contribution to Group revenues.
The line "Business combination effect", which concerns the brands, and backlog and customer relationships, corresponds to the impacts of the ongoing purchase price allocation processes for the company acquired during the year, and in particular to SAG, for the following amounts:
- (a) € 134,565 thousand in brand,
- (b) € 21,386 thousand in backlog,
- (c) and € 171,488 in customer relationship asset;
The "Other acquisitions in the period", representing € 15,909 thousand, correspond to:
- ‐ On the one hand to intangible assets under development (mainly softwares) for an amount of € 884 thousand in SPIE Nuclear and € 1,698 thousand in SPIE Operations for the largest part,
- ‐ And on the other hand to other intangible assets (ERP implementation projects) in SPIE DZE (formerly SPIE GmbH) for an amount of € 11,252 thousand and in SPIE Limited for an amount of € 471 thousand.
15.2. INTANGIBLE ASSETS –AMORTIZATION AND NET VALUES
| In thousands of euros | Concessions, patents, licenses |
Brands (a) |
Backlog and customer relationship (b) |
Others | Total |
|---|---|---|---|---|---|
| Amortization | |||||
| At Dec. 31, 2014 | (5,627) | (59,273) | (89,634) | (61,707) | (216,241) |
| Amortization for the period | (582) | (13,786) | (19,799) | (7,333) | (41,500) |
| Reversal of impairment losses | - | - | - | - | - |
| Disposals in the period | 531 | - | - | 369 | 900 |
| Exchange difference | (5) | 1,331 | 812 | 144 | 2,283 |
| Other movements | 169 | - | - | (133) | 36 |
| Assets held for sale | - | - | - | - | - |
| At Dec. 31, 2016 | (5,514) | (71,727) | (108,621) | (68,660) | (254,521) |
| Amortization for the period | (744) | (16,341) | (43,506) | (10,281) | (70,873) |
| Reversal of impairment losses | - | - | - | - | - |
| Disposals in the period | 4 | - | - | 90 | 94 |
| Exchange difference | 7 | 796 | 696 | 282 | 1,780 |
| Other movements | (46) | - | - | 93 | 47 |
| Assets held for sale | - | - | 3,485 | 272 | 3,757 |
| At Dec 31, 2017 | (6,294) | (87,272) | (147,946) | (78,204) | (319,716) |
| Net value | 0 | ||||
| At Dec. 31, 2014 | 1,145 | 695,477 | 74,182 | 21,188 | 791,992 |
| At Dec. 31, 2016 | 1,931 | 683,286 | 63,962 | 28,188 | 777,366 |
| At Dec. 31, 2017 | 1,961 | 803,435 | 233,812 | 36,382 | 1,075,590 |
Period ended December 31, 2017
Amortization of intangible assets during the period includes:
- (a) The amortization of SAG brand for € 14,952 thousand for relating to the amortization plan over 9 years initiated on March 31st 2017, GfT for € 642 thousand (amortization over 3 years), Hartmann for € 531 thousand (amortization over 3 years), and Fleischhauer for € 216 thousand (amortization over 4 years).
- (b) The amortization of the customer relationship assets and backlogs of the Group' acquisitions, and in particular of the SAG group for respectively € 19,054 thousand and € 7,129 thousand.
NOTE 16. PROPERTY, PLANT AND EQUIPMENT
16.1. PROPERTY, PLANT AND EQUIPMENT – GROSS VALUES
| In thousands of euros | Land | Buildings | Plant and machinery |
Others | Total |
|---|---|---|---|---|---|
| Gross value | |||||
| At Dec 31, 2014 | 6,929 | 47,390 | 129,432 | 155,604 | 339,356 |
| Business combination effect | - | 58 | 1,063 | 4,083 | 5,204 |
| Other acquisitions of the period | - | 3,141 | 7,814 | 12,924 | 23,879 |
| Disposals of the period | - | (663) | (8,930) | (23,989) | (33,582) |
| Exchange differences | 14 | (559) | 348 | (1,071) | (1,267) |
| Other movements | (2,508) | (2,900) | 142 | (4,252) | (9,519) |
| Assets held for sale | - | - | - | (12) | (12) |
| At Dec 31, 2016 | 4,435 | 46,467 | 129,868 | 143,288 | 324,059 |
| Business combination effect | 21,703 | 17,446 | 28,167 | 76,136 | 143,451 |
| Other acquisitions of the period | 16 | 2,113 | 13,920 | 23,689 | 39,738 |
| Disposals of the period | (354) | (3,700) | (4,218) | (7,005) | (15,277) |
| Exchange differences | 46 | (194) | (249) | (812) | (1,209) |
| Other movements | 35 | (2,154) | 160 | 1,764 | (196) |
| Assets held for sale | (1,934) | (4,984) | (7,886) | (49,710) | (64,513) |
| At Dec 31, 2017 | 23,947 | 54,994 | 159,762 | 187,349 | 426,053 |
Other property, plant and equipment mainly correspond to office and computer equipment and transport equipment.
16.2. PROPERTY, PLANT AND EQUIPMENT – DEPRECIATION & NET VALUES
| In thousands of euros | Land | Buildings | Plant and machinery |
Others | Total |
|---|---|---|---|---|---|
| Depreciation | |||||
| At Dec 31, 2014 | - | (24,224) | (90,730) | (114,307) | (229,261) |
| Depreciation of the period | (1) | (2,995) | (11,010) | (14,334) | (28,341) |
| Reversal of impairment losses | 205 | 47 | 8 | 259 | |
| Disposals of the period | - | 325 | 8,648 | 20,687 | 29,660 |
| Exchange differences | - | 50 | (347) | 652 | 355 |
| Other movements | - | 1,779 | 791 | 610 | 3,180 |
| Assets held for sale | - | - | - | 12 | 12 |
| At Dec 31, 2016 | (1) | (24,861) | (92,602) | (106,672) | (224,136) |
| Depreciation of the period | (174) | (4,712) | (14,744) | (22,054) | (41,684) |
| Reversal of impairment losses | 45 | 222 | 64 | - | 331 |
| Disposals of the period | - | 1,632 | 3,348 | 5,498 | 10,478 |
| Exchange differences | - | 105 | 267 | 637 | 1,010 |
| Other movements | - | 1,735 | 39 | (1,714) | 60 |
| Assets held for sale | - | 1,652 | 3,806 | 2,875 | 8,334 |
| At Dec 31, 2017 | (130) | (24,226) | (99,822) | (121,430) | (245,607) |
| Net value | |||||
| At Dec 31, 2014 | 6,929 | 23,166 | 38,702 | 41,297 | 110,095 |
| At Dec 31, 2016 | 4,434 | 21,607 | 37,266 | 36,616 | 99,923 |
| At Dec 31, 2017 | 23,817 | 30,768 | 59,940 | 65,919 | 180,446 |
Finance leases
Fixed assets include assets financed by the Group through finance leases. These properties have net values of:
| In thousands of euros | Dec 31, 2016 | Dec 31, 2017 |
|---|---|---|
| Land | 1,662 | - |
| Buildings | 3,832 | 185 |
| Plants and machinery | 5,288 | 6,163 |
| Others | 7,064 | 16,209 |
| Net amount of assets financed through finance lease | 17,845 | 22,557 |
NOTE 17. EQUITY
17.1. SHARE CAPITAL
As at December 31, 2017 the share capital of SPIE SA stands at 72,415,793.32 euros divided into 154,076,156 ordinary shares, all of the same class, with a nominal value of 0.47 euro.
No operation took place on the SPIE SA share capital since January 1, 2017.
The allocation of SPIE SA capital's ownership is as follows:
| Holding percentage | |
|---|---|
| Caisse de dépôt et placement du Québec | 8.4% |
| Société Foncière Financière et de Participation (FFP Invest) (1) | 5.5% |
| Managers (2) | 4.7% |
| Employee shareholding (3) | 3.6% |
| Public (4) | 77.8% |
| Treasury shares | 0.0% |
| Total | 100.0% |
(1) On September 5th 2017, FFP %Invest (an emanation of the holding company controlled by the Peugeot Family) and Clayax acquisition Luxembourg 5 SCA (« Clayax »), a company controlled by Clayton, Dublier & Rice and Ardian, signed an agreement for the acquisition of 8 million SPIE shares by FFP for a consideration € 189m.
(2) Managers and senior executives, current and former, of the Group (as at December 31, 2017).
(3) Stake held by the Group employees, directly or through the FCPE SPIE Actionnariat 2011/2017 (as at December 31, 2017).
(4) Based on the information disclosed on December 31, 2017 for the shares held by managers and employees.
17.2. FREE PERFORMANCE SHARES
The current Performance Shares Plan grants, under certain conditions, free shares in favor of corporate officers or employees of the Group (refer Note 3.18 and Note 8.2).
As a non-cash transaction, benefits granted are recognized as an expense over the vesting period in return for an increase in equity for an amount of € 4,120 thousands relating to the year 2017.
NOTE 18. PROVISIONS
18.1. PROVISIONS FOR EMPLOYEE BENEFIT OBLIGATIONS
Employee benefits relate to retirement benefits, pension obligations and other long-term benefits mainly relate to length-of-service awards.
| In thousands of euros | Dec 31, 2016 Restated |
Dec 31, 2017 |
|---|---|---|
| Retirement benefits | 275,008 | 693,928 |
| Other long-term employee benefits | 16,966 | 27,220 |
| Employee benefits | 291,974 | 721,148 |
| 2016 | 2017 | |
| Expense recognized through income in the period | ||
| Retirement benefits | 13,025 | 24,883 |
| Other long-term employee benefits | 2,618 | 1,803 |
| Total | 15,643 | 26,686 |
The obligations of the French entities account for approximately 18% of the total commitment. The remaining 82% mainly comprises commitments in the German (76.5%), Swiss (5.5%), Dutch, and Belgian subsidiaries and relates to the local obligations for pensions.
Actuarial assumptions
The actuarial assumptions used to estimate the retirement benefits of the French entities are as follows:
| Dec 31, 2016 | Dec 31, 2017 | |
|---|---|---|
| Discount rate | 1.50% | 1.50% |
| Type of retirement | Voluntary departure | Voluntary departure |
| Upon acquiring the necessary | Upon acquiring the necessary | |
| entitlements to retire on full benefits (in | entitlements to retire on full benefits (in | |
| Age of retirement | accordance with the 2013 law reform) | accordance with the 2013 law reform) |
| + later retirement scheme | + later retirement scheme | |
| Future salary increase | 2.75 % for executive staff | 2.75 % for executive staff |
| 2.00 % for non-executive staff | 2.00 % for non-executive staff | |
| Generated average rate of turnover | Tables identical to 2012 | Tables 2017 |
| Executive staff: 3.9% | Executive staff: 4.5% | |
| Non-executive staff: 3.3 % | Non-executive staff: 3.3 % | |
| Rate of employer's social charges | 50% | 50% |
| Mortality table | TM / TW 00-02 | TGH/TGF 05 |
| Age at start of career (in years) | Executive staff: 23 years old | Executive staff: 23 years old |
| Non-executive staff: 20 years old | Non-executive staff: 20 years old |
The actuarial assumptions used to estimate the retirement benefits of the German entities are as follows:
| Dec 31, 2016 | Dec 31, 2017 | ||
|---|---|---|---|
| Discount rate | 1.95% | 2.19% | |
| Type of retirement | Voluntary departure | Voluntary departure | |
| 62 years old | 62 years old | ||
| Age of retirement | (63 under exception) | (63 under exception) | |
| Future salary increase | 2.75 % for all staff | 3.25 % for all staff | |
| Generated average rate of turnover | Average rate: 5% | Average rate: 5% | |
| For all categories of staff | For all categories of staff | ||
| Mortality table | RT Heubeck 2005G | RT Heubeck 2005G |
The actuarial assumptions used to estimate the retirement benefits of the Swiss entities are as follows:
| Dec 31, 2016 | Dec 31, 2017 | |
|---|---|---|
| Discount rate | 0.40% | 0.70% |
| Type of retirement | Voluntary departure | Voluntary departure |
| Males : 65 years old | Males : 65 years old | |
| Age of retirement | Females : 64 years old | Females : 64 years old |
| Future salary increase | 1.50% for all staff | 1.50% for all staff |
| Generated average rate of turnover | Official charts BVG 2010 | Official charts BVG 2015 |
| Choice of lump-sum payments at | Males : 25% | Males : 25% |
| departure date | Females : 25% | Females : 25% |
| Mortality table | BVG 2010 GEN | BVG 2010 GEN |
| Age at start of career (in years) 25 years olds for all staff |
25 years olds for all staff |
Post-employment benefits
Changes in the provision are as follows:
| In thousands of euros | 2016 | 2017 | Of which France |
Of which Germany |
Of which Switzerland |
Of which others |
|---|---|---|---|---|---|---|
| Benefit liability as of January 1st | 256,542 | 275,008 | 129,128 | 95,880 | 48,947 | 1,053 |
| Impacts of IAS 19 Amended | ||||||
| Effect of changes in the scope of | ||||||
| consolidation | 759 | 452,201 | 2,702 | 449,499 | ||
| Operations discontinued or held for | ||||||
| sale | (26) | (26) | ||||
| Expense for the period | 13,025 | 23,336 | 3,763 | 14,044 | 5,416 | 113 |
| Actuarial gain or loss to be recognized | ||||||
| in OCI | 14,760 | (33,343) | (5,405) | (18,558) | (8,937) | (443) |
| Benefits paid | (5,822) | (15,626) | (5,663) | (9,963) | ||
| Contributions paid to the fund | (3,956) | (3,867) | (10) | (3,794) | (63) | |
| Currency translation differences | 109 | (3,556) | 3 | (3,559) | ||
| Other changes | (409) | (198) | 67 | (244) | (21) | |
| Benefit obligation as of | ||||||
| December 31 | 275,008 | 693,928 | 124,592 | 530,625 | 38,073 | 638 |
The expense in the financial year is analyzed as follows:
| In thousands of euros | 2016 | 2017 | Of which France |
Of which Germany |
Of which Switzerland |
Of which others |
|---|---|---|---|---|---|---|
| Service Cost during the year | ||||||
| Current service cost | 19,281 | 19,613 | 8,315 | 5,954 | 5,239 | 104 |
| Past service costs (plan, changes and reductions) |
(4,565) | - | ||||
| Plan curtailments/settlements | (6,380) | (6,387) | (6,387) | |||
| Net interest Expense | ||||||
| Interest expense | 6,934 | 11,790 | 1,980 | 9,272 | 483 | 55 |
| Expected return on assets | (2,244) | (1,680) | (146) | (1,182) | (306) | (47) |
| Expense in the period | 13,025 | 23,336 | 3,762 | 14,044 | 5,416 | 113 |
| of which: | ||||||
| . Personal costs | 8,335 | 13,226 | 1,928 | 5,954 | 5,239 | 104 |
| . Financial costs | 4,689 | 10,110 | 1,834 | 8,090 | 177 | 8 |
The reconciliation with the financial statements is provided below:
| In thousands of euros | 2016 | 2017 | Of which France |
Of which Germany |
Of which Switzerland |
Of which others |
|---|---|---|---|---|---|---|
| Projected Benefit Obligation liability | 426,419 | 846,350 | 134,621 | 595,210 | 110,685 | 5,834 |
| Plan assets | 151,410 | 152,422 | 10,029 | 64,585 | 72,613 | 5,196 |
| Benefit obligation | 275,009 | 693,928 | 124,592 | 530,625 | 38,073 | 638 |
Sensitivity to changes in discount rates
The table below shows the sensitivity of the obligation with discount rates of +/-0.25% and +/-0.50% for the French entities:
| Rate | 1.00% | 1.25% | 1.50% | 1.75% | 2.00% |
|---|---|---|---|---|---|
| Present benefit obligation - Dec 31, 2017 |
122,277 | 118,252 | 114,417 | 110,761 | 107,274 |
| Difference - In thousands of euros | 7,860 | 3,835 | -3,656 | -7,143 | |
| Difference - % | 6.87% | 3.35% | -3.20% | -6.24% |
Numbers given in thousands of euros
The table below shows the sensitivity of the obligation with discount rates of +/-0.25% and +/-0.50% for the German entities:
| Rate | 1.56% | 1.81% | 2.06% | 2.31% | 2.56% |
|---|---|---|---|---|---|
| Present benefit obligation - Dec 31, 2017 |
647,313 | 619,893 | 594,206 | 570,116 | 547,503 |
| Difference - In thousands of euros Difference - % |
53,107 8.94% |
25,687 4.32% |
-24,090 -4.05% |
-46,703 -7.86% |
Numbers given in thousands of euros
The table below shows the sensitivity of the obligation with discount rates of +/-0.25% and +/-0.50% for the Swiss entities:
| Rate | 0.20 % | 0.45% | 0.70% | 0.95% | 1,20% |
|---|---|---|---|---|---|
| Present benefit obligation - Dec 31, 2017 |
n/a | 116,773 | 110,685 | 105,040 | n/a |
| Difference - In thousands of euros | n/a | 6,088 | -5,645 | n/a | |
| Difference - % | - | 5.50% | -5.10% | - |
Numbers given in thousands of euros
Other long-term employee benefits (length-of-service / jubilee awards)
Changes in the provision are as follows:
| In thousands of euros | Dec 31, 2016 | Dec 31, 2017 |
|---|---|---|
| Benefit liability as of January 1st | 15,812 | 16,965 |
| Business combination | 26 | 11,015 |
| Disposals of companies and other assets | - | (300) |
| Expense of the period | 2,618 | 1,803 |
| Benefits paid to beneficiaries | (1,491) | (2,262) |
| Contributions paid to funds | - | - |
| Benefit obligation as of December 31 | 16,965 | 27,220 |
There are no plan assets for other long-term employee benefits.
The expense in the financial year is analyzed as follows:
| In thousands of euros | 2016 | 2017 |
|---|---|---|
| Current service cost | 1,704 | 1,689 |
| Amortization of actuarial gains and losses | (315) | 101 |
| Interest expense | 351 | 368 |
| Plan curtailments/settlements | (425) | (576) |
| Amortization of past service costs | 1,303 | 221 |
| Expense for the period | 2,618 | 1,803 |
| Of which: | ||
| . Personal costs | 2,267 | 1,435 |
| . Financial costs | 351 | 368 |
18.2. OTHER PROVISIONS
Provisions include:
- ‐ provisions for contingent liabilities against specific risks in business combinations;
- ‐ provisions for tax risks, arising where tax audits have led to proposals from the tax authorities for adjustments in respect of prior years;
- ‐ provisions for restructuring;
- ‐ provisions for lawsuits with employees and labor cases;
- ‐ provisions for litigation still pending on contracts and activities.
The short-term portion of provisions is presented under "Current provisions" and beyond this time horizon; provisions are presented as "Non-current provisions".
| In thousands of euros | Dec 31, 2016 Additions | during the period |
Reversals during the period |
Translation adjustments |
Assets held for sale / disconti nued |
Change in scope/ others (b) |
Dec 31, 2017 |
|---|---|---|---|---|---|---|---|
| Contingent liabilities | 1,361 | 8,048 | (62) | 9,347 | |||
| Tax provisions | 17,245 | 3,362 | (2,347) | (673) | 15,754 | 33,341 | |
| Restructuring | 1,657 | 2,834 | (3,893) | (499) | 7,514 | 7,613 | |
| Litigations | 41,948 | 15,097 | (12,160) | (201) | (1,315) | 4,377 | 47,746 |
| Losses at completion (a) |
29,312 | 28,847 | (34,246) | (124) | (1,038) | 21,703 | 44,454 |
| Social provisions and disputes | 15,663 | 6,637 | (7,619) | (7) | (620) | 1,381 | 15,435 |
| Warranties and claims on completed contracts |
35,263 | 9,784 | (19,985) | (428) | (906) | 27,671 | 51,399 |
| Other provisions | 142,450 | 74,609 | (80,312) | (1,434) | (4,378) | 78,399 | 209,335 |
| . Current | 93,225 | 49,639 | (57,117) | (692) | (3,791) | 58,237 | 139,502 |
| . Non-current | 49,226 | 24,970 | (23,195) | (742) | (587) | 20,162 | 69,833 |
- (a) In June 2014, the ongoing purchase price allocation process relating to the acquisition of SPIE DZE (formerly SPIE GmbH) led the Group to recognize new provisions for loss on completion for a total amount of € 33,057 thousand in connection with loss making contracts recognized at the date of the takeover. The remaining amount of these provisions as at December 31, 2017 is nil.
- (b) The € 78,399 thousand of provisions include € 20,536 thousand of "losses at completion" and € 23,104 thousand of "warranties and claims on completed contracts" relating to SAG group.
Provisions comprise a large number of items each with low values. Related reversals are considered as used. However, the incurred and assigned amounts in provisions that stand out due to their significant value are closely monitored.
On 2017, reversals of unused provisions amounted to € 1,663 thousand.
The breakdown into current and non-current by category of provisions for the current period is as follows:
| In thousands of euros | Dec 31, 2017 | Non-current | Current |
|---|---|---|---|
| Contingent liabilities | 9,347 | 9,347 | |
| Tax provisions | 33,341 | 3,421 | 29,920 |
| Restructuring | 7,613 | 395 | 7,218 |
| Litigations | 47,746 | 13,857 | 33,889 |
| Losses at completion | 44,454 | 16,723 | 27,731 |
| Social provisions and disputes | 15,435 | 8,038 | 7,397 |
| Warranties and claims on completed contracts | 51,399 | 18,052 | 33,348 |
| Other provisions | 209,335 | 69,833 | 139,502 |
For purposes of comparison, provisions accounted for as at December 31, 2016 were as follows:
| In thousands of euros | Dec. 31, 2015 |
Additions during the period |
Reversals during the period |
Translation adjustments |
Assets held for sale / disconti nued |
Change in scope/ others |
Dec. 31, 2016 |
|---|---|---|---|---|---|---|---|
| Contingent liabilities | 5,673 | (4,312) | 1,361 | ||||
| Tax provisions | 16,137 | 2,868 | (2,204) | 445 | 17,245 | ||
| Restructuring | 10,278 | (8,641) | 20 | 1,657 | |||
| Litigations | 42,428 | 14,739 | (15,311) | 151 | (59) | 41,948 | |
| Losses at completion | 43,928 | 19,689 | (31,826) | (2,223) | (55) | (200) | 29,312 |
| Social provisions and disputes | 17,270 | 7,493 | (8,997) | 13 | (117) | 15,663 | |
| Warranties and claims on completed contracts |
36,127 | 12,650 | (17,029) | (334) | 3,849 | 35,263 | |
| Other provisions | 171,842 | 57,440 | (88,320) | (1,948) | (55) | 3,493 | 142,450 |
| . Current | 98,788 | 37,819 | (54,087) | 387 | (55) | 10,373 | 93,225 |
| . Non-current | 73,054 | 19,620 | (34,233) | (2,335) | (6,880) | 49,226 |
The breakdown into current and non-current by category of provisions for 2016 is as follows:
| In thousands of euros | Dec 31, 2016 | Non-current | Current |
|---|---|---|---|
| Contingent liabilities | 1,361 | 1,361 | |
| Tax provisions | 17,245 | 5,106 | 12,139 |
| Restructuring | 1,657 | 1,657 | |
| Litigations | 41,948 | 11,345 | 30,603 |
| Losses at completion | 29,312 | 19,029 | 10,283 |
| Social provisions and disputes | 15,663 | 6,939 | 8,724 |
| Warranties and claims on completed contracts | 35,263 | 5,445 | 29,818 |
| Other provisions | 142,450 | 49,226 | 93,225 |
NOTE 19. WORKING CAPITAL REQUIREMENT
| Other changes of the period | |||||||
|---|---|---|---|---|---|---|---|
| In thousands of euros | Notes | Dec 31, 2016 |
Change in Working capital related to activity |
Change in scope |
Currency transla tions & Fair values |
Change in Method |
Dec 31, 2017 |
| Inventories and receivables | |||||||
| Inventories and work in progress (net) | 24,554 | (81) | 18,376 | (424) | (5,144) | 37,281 | |
| Trade receivables | (a) | 1,370,872 | 173,283 | 538,833 | (10,992) | (221,626) | 1,850,370 |
| Current tax receivables | 26,960 | 8,622 | 7,787 | (1,698) | (85) | 41,586 | |
| Other current assets | (b) | 226,361 | (1,836) | 32,769 | 4,249 | (14,901) | 246,642 |
| Other non-current assets | (c) | 4,471 | (67) | 106 | - | 478 | 4,988 |
| Liabilities | |||||||
| Trade payables | (d) | (780,008) | (137,104) | (144,533) | 7,448 | 63,721 | (990,477) |
| Income tax payable | (30,425) | (1,750) | (5,118) | 1,931 | 1,007 | (34,355) | |
| Other long-term employee benefits | (e) | (16,966) | 464 | (11,015) | (16) | 314 | (27,219) |
| Other current liabilities | (f) | (1,211,123) | (57,353) | (540,456) | 6,906 | 222,067 | (1,579,960) |
| Other non-current liabilities | (6,066) | (745) | (786) | 31 | 286 | (7,281) | |
| Working capital requirement | (391,371) | (16,567) | (104,039) | 7,435 | 46,116 | (458,425) |
- (a) Receivables include accrued income.
- (b) The other current assets mainly include tax receivables and accrued expenses recognized on contracts accounted according to the percentage of completion method.
- (c) Other non-current assets mainly correspond to exercisable vendor warranties. They represent the amount identified in business combinations that can be contractually claimed from vendors.
- (d) Trade and other payables include accrued invoices.
- (e) Other long-term employee benefits correspond to length-of-service awards.
- (f) The detail of the other current liabilities is presented below:
| In thousands of euros | Dec 31, 2016 | Dec 31, 2017 |
|---|---|---|
| Deferred revenue and advance payments | (364,043) | (379,976) |
| Social and tax liabilities | (561,924) | (655,834) |
| Others | (285,156) | (562,429) |
| Other current liabilities* | (1,211,123) | (1,598,239) |
(*) The «other current liabilities» of the working capital do not include the dividends to be paid included in the consolidated statement of financial position.
19.1. CHANGE IN WORKING CAPITAL: RECONCILIATION BETWEEN BALANCE SHEET AND CASH
FLOW STATEMENT
The reconciliation between the working capital accounts presented in the balance sheet and the change in working capital presented in the cash flow statement is detailed hereafter:
| Other movements of the period | ||||||
|---|---|---|---|---|---|---|
| In thousands of euros | Dec 31, 2016 Restated |
Changes in W.C. related to business |
Changes in scope |
Currency transla tion & fair value impacts |
Changes in methods |
Dec 31, 2017 |
| Working Capital | (391,371) | (16,567) | (104,039) | 7,435 | 46,116 | (458,425) |
| (-) Accounts payables on purchased assets |
8,394 | (6,488) | 18,619 | (603) | (17,413) | 2,509 |
| (-) Tax receivables | (26,985) | (8,585) | (7,835) | 1,698 | 85 | (41,622) |
| (-) Tax payables | 30,573 | 1,602 | 5,718 | (1,931) | (1,007) | 34,955 |
| Working capital excl. acc. payables on purchased assets, excl. tax receivables and payables |
(379,388) | (30,038) | (87,537) | 6,598 | 27,781 | (462,584) |
| (-) Assets held for sale (-)other non-cash operations which |
47,956 | |||||
| impact the working capital as per balance sheet (*) |
1,589 | |||||
| Changes in Working Capital as presented in C.F.S |
19,507 |
(*) The "other non-cash operations which impact the working capital as per balance sheet" relate to the neutralization of the non-cash impacts of CICE and CIR, two French tax credits (see Note 8.2 and 19.2).
19.2. FRENCH TAX CREDIT FOR COMPETITIVENESS AND EMPLOYMENT (CICE)
The French Government's new tax credit for competitiveness and employment (Crédit d'Impôt pour la Compétitivité et l'Emploi - CICE) entered into force on January 1, 2013 for all French companies submitted to tax payment. The CICE tax credit amounts to 7% of gross payroll for compensation equal to or below 2.5 times the minimum legal wage of € 1,480 per month since January 1st, 2017.
The CICE receivable from the State recognized as a current asset is based on payments and on liabilities recognized related to eligible remunerations in 2017. The CICE is directly charged to the Corporate Tax of the year and of the three following years. At the end of the period, the unused balance will be paid back by the State. The tax loss carry forwards generated by the French holdings do not allow considering the recovery of the CICE claim prior to three years of imputation. Thus, on December 8, 2016 the board of directors of SPIE SA authorized the discounted nonrecourse sale of the CICE receivable to Natixis, according to the applicable French Dailly Law (loi Dailly).
On December 21, 2017, the Group has made a partial divesture of its CICE receivable of € 30,145 thousand for the 2017 CICE and of € 398 thousand remaining from the 2016 CICE not divested in 2016.
19.3. TRADE AND OTHER RECEIVABLES
Current trade and other receivables break down as follows:
| Dec 31, 2017 | ||||||
|---|---|---|---|---|---|---|
| In thousands of euros | Dec 31, 2016 |
Gross | Provisions | Net | ||
| Trade receivables | (a) | 894,198 | 1,025,958 | (45,184) | 980,774 | |
| Notes receivables | 4,690 | 2,812 | 2,812 | |||
| Accrued income | (b) | 471,985 | 866,784 | 866,784 | ||
| Trade and other receivables | 1,370,872 | 1,895,554 | (45,184) | 1,850,370 |
(a) As at December 31, the ageing analysis of net trade receivables is as follows :
| Past due per maturity | ||||||
|---|---|---|---|---|---|---|
| In thousands of euros | Dec 31 | Not past due | < 6 months | 6 to 12 months | > 12 months | |
| 2017 | 980,774 | 761,330 | 196,819 | 16,140 | 6,485 | |
| 2016 | 894,198 | 723,130 | 142,046 | 22,628 | 6,394 |
(b) Accrued income stems mainly from contracts being recorded using the percentage of completion method.
Trade receivables past due but not impaired mainly correspond to public sector receivables.
19.4. ACCOUNTS PAYABLE
Current trade and other payables break down as follows:
| In thousands of euros | Dec 31, 2016 | Dec 31, 2017 |
|---|---|---|
| Accounts payables | 467,033 | 539,115 |
| Notes payables | 40,847 | 45,089 |
| Accrued invoices | 272,128 | 406,273 |
| Accounts payable | 780,008 | 990,477 |
NOTE 20. FINANCIAL ASSETS AND LIABILITIES
20.1. NON-CONSOLIDATED SHARES
As at December 31, 2017 non-consolidated shares stand as follows:
| In thousands of euros | 31 déc. 2016 | 31 déc. 2017 |
|---|---|---|
| Equity securities | 19,712 | 25,159 |
| Depreciation of securities | (1,074) | (874) |
| Net value of securities | 18,638 | 24,285 |
As at December 31, 2017, securities include the shares of S-Cube company, acquired on December 20, 2017 by SPIE ICS (France) for an amount of €19,500 thousand, and the shares held by SPIE Nederland in:
- ‐ Alewijnse Retail, acquired on November 14, 2017 for an amount of € 2,650 thousand,
- ‐ Inmeco, acquired on December 4, 2017 for an amount of € 384 thousand,
- ‐ and a goodwill booked in the newly created company, Meppel BV (see Note 6.1.5).
All of these companies will be consolidated in 2018.
Non-consolidated shares in 2016 included the shares of the following companies: Environmental Engineering Limited acquired on November 30, 2016 in the United Kingdom for an amount of € 7,943 thousand, Tevean acquired on December 6, 2016 in the Netherlands for an amount of € 7,500 thousand, and Aaftink acquired on December 8, 2016 for an amount of € 2,200 thousand. These companies have been consolidated in 2017 (see Note 6.1).
Furthermore, the amounts of December 2017 include the shares of Serec, held by SPIE Enertrans, which were full depreciated for an amount of € 676 thousand.
During 2017, there were no significant change on the Group's other equity securities.
20.2. NET CASH AND CASH EQUIVALENTS
As at December 31, 2017 net cash and cash equivalents break down as follows:
| In thousands of euros | Notes | Dec 31, 2016 | Dec 31, 2017 |
|---|---|---|---|
| Marketable securities – Cash equivalents | 5,500 | 4,800 | |
| Fixed investments (current) | - | - | |
| Cash management financial assets | 5,500 | 4,800 | |
| Cash and cash equivalents | 560,157 | 538,541 | |
| Total cash and cash equivalents | 565,657 | 543,341 | |
| (-) Bank overdrafts and accrued interests | (40,129) | (18,904) | |
| Net cash and short term deposits of the Balance Sheet | 525,528 | 524,437 | |
| Cash and cash equivalents from discontinued operations | (a) | (6,972) | (4,459) |
| Accrued interests not yet disbursed | (23) | 135 | |
| Cash and cash equivalents from the CFS at the end of the period | 518,534 | 520,113 |
(a) Cash and cash equivalents exclude the cash and cash equivalents relating to assets classified as held for sale which are mainly composed of cash and cash equivalents from SPIE Morocco for an amount of € (3,895) thousand, from the MSI activity in SPIE South-West for an amount of € (3,875) thousand, from the Algerian activity of SPIE OGS for an amount of € 1,839 thousand, from the activity underground utility services in SPIE UK for an amount of € 2,653 thousand, from the soft FM activity in SPIE DEN for an amount of € (1,244) thousand, from the Gas & Offshore Services activity of SAG group for an amount of € 54 thousand, and from the Greek part of Services Solutions in SPIE DZE (formerly SPIE GmbH) for an amount of € 9 thousand, hence a total amount of € (4,459) thousand.
20.3. BREAKDOWN OF NET DEBT
Interest-bearing loans and borrowings break down as follows:
| In thousands of euros | Notes | March 31, 2017 | Dec 31, 2017 |
|---|---|---|---|
| Loans and borrowings from banking institutions | |||
| Bond – SAG acquisition (maturity March 22, 2020) | (a) | - | 600,000 |
| Facility A (maturity June 11, 2020) | (b) | 1,125,000 | 1,125,000 |
| Revolving (maturity May 11, 2020) | (b) | - | - |
| Others | 2,524 | 703 | |
| Capitalization of loans and borrowing costs | (c) | (11,353) | (13,868) |
| Securitization | (d) | 287,783 | 298,370 |
| Total bank overdrafts (cash liabilities) | |||
| Bank overdrafts (cash liabilities) | 39,986 | 18,768 | |
| Interests on bank overdrafts (cash liabilities) | 143 | 136 | |
| Other loans, borrowings and financial liabilities | |||
| Finance leases | 14,006 | 21,181 | |
| Accrued interest on loans | 77 | 14,897 | |
| Other loans, borrowings and financial liabilities | 940 | 2,152 | |
| Derivatives | 134 | 140 | |
| Interest-bearing loans and borrowings | 1,459,240 | 2,067,479 | |
| Of which | |||
| . Current | 332,293 | 337,551 | |
| . Non-current | 1,126,947 | 1,729,928 |
The Group loans are detailed hereafter:
(a) On March 22, 2017, SPIE issued a € 600 million fixed-rated euro-dominated bond, with a 7-year maturity and an annual coupon of 3.125%. The bond is listed on the regulated market of Euronext Paris. This issuance allowed SPIE to acquire the SAG group (see Note 5.3).
(b) Following the IPO, SPIE SA and Financière SPIE established, on June 11, 2016 a Senior Term Loan ("Facility A") with a five year maturity, for a nominal amount of 1,125 million of euros maturing on June 11th 2020.
This senior credit line has the following characteristics:
| In thousands of euros | Repayment | Fixed / floating rate | Dec 31, 2017 |
|
|---|---|---|---|---|
| Facility A | At maturity | Floating - | 1 month Euribor +2.625% | 1,125,000 |
| Loans and borrowings from banking Institutions | 1,125,000 |
A "Revolving Credit Facility (RCF)" line, with a five-year maturity, aiming to finance the current activities of the Group along with external growth, has been established on June 11, 2015 for an amount of 400 million of euros which have not been drawn as at December 31, 2017.
Interests are payable on these two loans under the new Senior Credit Facilities Agreement, established on May 15, 2015, at a floating rate indexed to Euribor for advances in euros, a floating rate indexed to Libor for advances denominated in a currency other than the euro, and at a floating rate indexed to any appropriate reference rate for advances denominated in Norwegian or Danish Krone, Swedish Krona or Swiss Francs, plus the applicable margin. Applicable margins are as follows:
- For the Senior Term Loan Facility ("Facility A"): between 2.625% and 1.625% per year, according to the level of the Group's leverage ratio (Net Debt / EBITDA) during the last closed semester;
- For the Revolving Facility: between 2.525% and 1.525% per year, according to the level of the Group's leverage ratio (Net Debt / EBITDA) during the last closed semester.
As at December 31, 2017, a quarterly financial commitment fee for 0. 88375% is applied to the unwithdrawn portion of the Revolving Facility line.
(c) Financial liabilities are presented for their contractual amount. Transaction costs that are directly attributable to the issuance of financial debt instruments have been deducted, for their total amount, from the nominal amount of the respective debt instruments. The balance as at December 31, 2017 is 13.9 million of euros and relates to the two credit lines (See points (a) and (b)).
(c) The securitization program established in 2007 for an amount of 300 million of euros, with a maturity at August 30, 2017, has been renewed under the conditions below:
- The duration of the Securitization program is a period of five years minus one month from June 11, 2015 (except in the event of early termination or termination by agreement);
- maximum funding of € 450 million;
The Securitization program represented funding of € 298.4 million as at December 31, 2017.
20.4. NET DEBT
The financial reconciliation between consolidated financial indebtedness and net debt as reported is as follows:
| In millions of euros | Dec 31, 2016 | Dec 31, 2017 |
|---|---|---|
| Loans and borrowings as per balance sheet | 1,459.2 | 2,067.5 |
| Capitalized borrowing costs | 11.4 | 13.9 |
| Others (a) |
(0.7) | (16.3) |
| Gross financial debt (a) | 1,469.9 | 2,065.1 |
| Cash management financial assets as per balance sheet | 5.5 | 4.8 |
| Cash and cash equivalents as per balance sheet | 560.2 | 538.5 |
| Accrued interests | 0.1 | - |
| Gross cash (b) | 565.8 | 543.3 |
| Consolidated net debt (a) - (b) | 904.1 | 1,521.8 |
| (-) Cash held in discontinued activities | 7.0 | 18.8 |
| Unconsolidated net cash | (1.7) | (8.7) |
| Net debt – as published | 909.4 | 1,531.9 |
(a) The "other" line of the gross financial debt corresponds in 2017 to the accrued interests on the Bond mainly for € 14.6 million.
20.5. RECONCILIATION WITH THE CASH FLOW STATEMENT POSITIONS
The reconciliation between the financial debt of the Group (see Note 20.3) and the cash flows presented in the cash flow statement (see Chart 4) is detailed hereafter:
| Cash flows (corresponding to the CFS) |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| In thousands of euros |
Dec 31, 2016 |
Loan issue |
Loan repay ments |
Changes | Changes in scope |
Others (*) |
Currenc y and fair values changes |
Changes in methods |
Dec 31, 2017 |
| Bond | 593,617 | 637 | 594,254 | ||||||
| Bank loans | 1,403,954 | 11,913 | (492,714) | 489,528 | 3,231 | 39 | 1,415,951 | ||
| Other debts and liabilities |
940 | 1,795 | (11,126) | 10,605 | (60) | (1) | 2,153 | ||
| Finance Leases | 14,006 | (9,438) | 17,339 | 16,939 | 16 | (17,681) | 21,181 | ||
| Financial instruments | 134 | (4) | 9 | 139 | |||||
| Financial indebtedness as per C.F.S |
1,419,034 | 607,325 | (513,278) | 517,472 | 20,803 | 4 | (17,682) | 2,033,678 | |
| (-) Financial interests | 77 | 14,793 | (8,092) | 8,119 | 14,897 | ||||
| (+) Bank overdrafts | 40,129 | (29,131) | 9,210 | (37) | (1,267) | 18,904 | |||
| Consolidated financial indebtedness |
1,459,240 | 622,118 | (521,370) | (29,131) | 534,801 | 20,803 | (32) | (18,949) | 2,067,479 |
(*) the « Others » non-cash movements relate to the restatement of borrowing costs on one hand, and on the other hand to the new finance lease contracts.
20.6. SCHEDULED PAYMENTS FOR FINANCIAL LIABILITIES
The scheduled payments for financial liabilities based on the capital redemption table are as follows:
| In thousands of euros | Less than 1 year From 2 to 5 years | Over 5 years | Dec 31, 2017 | |
|---|---|---|---|---|
| Loans and borrowings from banking institutions | ||||
| Bond | 600,000 | 600,000 | ||
| Facility A | 1,125,000 | 1,125,000 | ||
| Revolving | - | |||
| Others | 297 | 406 | 703 | |
| Capitalization of loans and borrowing costs | (4,143) | (8,499) | (1,226) | (13,868) |
| Securitization | 298,370 | 298,370 | ||
| Total Bank overdrafts (cash liabilities) | ||||
| Bank overdrafts (cash liabilities) | 18,768 | 18,768 | ||
| Interests on bank overdrafts (cash liabilities) | 136 | 136 | ||
| Other loans, borrowings and financial liabilities | ||||
| Finance leases | 8,271 | 12,910 | 21,181 | |
| Accrued interest on loans | 14,897 | 14,897 | ||
| Other loans, borrowings and financial liabilities | 868 | 622 | 662 | 2,152 |
| Derivatives | 87 | 53 | 140 | |
| Interest-bearing loans and borrowings | 337,551 | 1,130,492 | 599,436 | 2,067,479 |
| Of which: | ||||
| . Fixed rate | 8,415 | 10,233 | 599,436 | 618,085 |
| . Variable rate | 329,136 | 1,120,258 | - | 1,449,394 |
Future debt interest is broken down as follows:
| In thousands of euros | Dec 31, 2016 |
Dec 31, 2017 |
Less than 1 year |
From 2 to 5 years |
Over 5 years |
|---|---|---|---|---|---|
| Expected interest on bank borrowings | 105,503 | 96,632 | 19,817 | 76,191 | 624 |
| Expected interest on finance lease borrowings | 705 | 7,121 | 2,493 | 4,442 | 186 |
| Total | 106,208 | 103,753 | 22,310 | 80,633 | 810 |
The discounted value of future finance lease rental payments is as follows for each maturity date:
| In thousands of euros | Dec 31, 2016 | Dec 31, 2017 |
|---|---|---|
| Less than 1 year | 5,284 | 10,763 |
| From 2 to 5 years | 9,362 | 17,352 |
| Over 5 years | 64 | 186 |
| Total | 14,711 | 28,302 |
The reconciliation between the future rental payments to be made in accordance with finance lease contracts and the value of the corresponding financial debt is presented as follows:
| In thousands of euros | Dec 31, 2016 | Dec 31, 2017 |
|---|---|---|
| Future rental payments due on finance leases | 14,711 | 28,302 |
| Finance lease liabilities | 14,006 | 21,181 |
| Difference: Future Finance Lease Expenses | 705 | 7,121 |
20.7. OTHER FINANCIAL ASSETS
| In thousands of euros | Dec 31, 2016 | Dec 31, 2017 | |
|---|---|---|---|
| Non-consolidated shares and associated receivables | (a) | 18,672 | 24,546 |
| Long-term borrowings | 30,004 | 32,267 | |
| Derivatives | 168 | 546 | |
| Long-term receivables from service concession arrangement ("PPP") | 13,097 | 10,759 | |
| Long-term deposits and guarantees | 4,099 | 4,771 | |
| Other | 10 | 73 | |
| Other financial assets | 66,050 | 72,963 | |
| Of which: | |||
| . Current | 7,629 | 7,881 | |
| . Non-current | 58,421 | 65,081 |
(a) See Note 20.1 for further details.
20.8. FINANCIAL DISCLOSURES FROM COMPANIES ACCOUNTED FOR UNDER THE EQUITY METHOD
The companies of the Group accounted for under the equity method, following the IFRS 11 standard requirements, are the following:
- Gietwalsonderhoudcombinatie (GWOC) BV held at 50% by SPIE Nederland
- Cinergy SAS held at 50% by SPIE Ile de France Nord-Ouest
- « Host GmbH (Hospital Service + Technik) » held at 25.1% by SPIE GmbH
- AM Allied Maintenance GmbH held at 25% by SPIE Hartmann GmbH, which was acquired altogether with the Hartmann group by SPIE GmbH in January 2016.
- Sonaid company held at 55% by SPIE OGS.
- The Grand Poitiers Lumière company, created by SPIE Citynetworks on July 5th, 2017 and held at 50%. The company was consolidated for the first time during the period.
The carrying amount of the Group's equity securities is as follows:
| In thousands of euros | Dec 31, 2016 |
Dec 31, 2017* |
|---|---|---|
| Value of shares at the beginning of the period | 2,837 | 2,913 |
| Business combinations | - | 9 |
| Net income attributable to the Group | 426 | 490 |
| Dividends paid | (350) | (350) |
| Value of shares at the end of the period | 2,913 | 3,062 |
* Based on available 2016 information for Host GmbH and Allied Maintenance
Financial information relating to Group companies consolidated under the equity method is as follows:
| In thousands of euros | Dec 31, 2016 Restated |
Dec 31, 2017* |
|---|---|---|
| Non-current assets | 19,917 | 22,561 |
| Current assets | 119,327 | 113,871 |
| Non-current liabilities | (35,713) | (43,611) |
| Current liabilities | (109,861) | (96,220) |
| Net asset | (6,330) | (3,399) |
| Income statement | ||
| Revenue | 91,876 | 85,725 |
| Net income | (2,591) | 3,067 |
* Based on available 2016 information for Host GmbH and Allied Maintenance
20.9. CARRYING AND FAIR VALUE OF FINANCIAL INSTRUMENTS BY ACCOUNTING CATEGORY
Reconciliation between accounting categories and IAS 39 categories
| FV P/L | FV E | AFS | Receivables and loans |
Amortized costs |
Dec 31, 2017 | |
|---|---|---|---|---|---|---|
| Assets | ||||||
| Non-consolidated shares and long-term borrowings | 24,358 | 40,723 | 65,081 | |||
| Other non-current financial assets | 5,142 | 5,142 | ||||
| Other current financial assets (excl. derivatives) | 7,335 | 7,335 | ||||
| Derivatives | 546 | 546 | ||||
| Trade receivables | 1,870,695 | 1,870,695 | ||||
| Other current assets | 242,892 | 242,892 | ||||
| Cash and short-term deposits | 4,800 | 538,541 | 543,341 | |||
| Total - Financial assets | 4,800 | 546 | 24,358 | 2,705,328 | 2,735,032 | |
| Liabilities | ||||||
| Borrowings and loans (excl. derivatives) | 1,729,788 | 1,729,788 | ||||
| Derivatives | 140 | 140 | ||||
| Other long-term liabilities | 7,281 | 7,281 | ||||
| Current interest-bearing loans and borrowings | 337,552 | 337,552 | ||||
| Trade payables | 988,773 | 988,773 | ||||
| Other current liabilities | 1,598,252 | 1,598,252 | ||||
| Total - Financial liabilities | 140 | 4,661,646 | 4,661,786 |
FV P/L: fair value through Profit and Loss, FV E: fair value through Equity, AFS: available-for-sale assets.
Carrying value and fair value of financial instruments
| Book value | Fair value | ||||
|---|---|---|---|---|---|
| In thousands of euros | Dec 31, 2016 | Dec 31, 2017 | Dec 31, 2016 | Dec 31, 2017 | |
| Assets | |||||
| Non-consolidated shares and long-term borrowings | 58,421 | 65,081 | 65,130 | 70,657 | |
| Other non-current financial assets | 4,633 | 5,142 | 4,633 | 5,142 | |
| Other current financial assets (excl. derivatives) | 7,461 | 7,335 | 7,461 | 7,335 | |
| Derivatives | 168 | 546 | 168 | 546 | |
| Trade receivables | 1,370,872 | 1,870,695 | 1,370,872 | 1,870,695 | |
| Other current assets | 226,361 | 242,892 | 226,425 | 242,971 | |
| Cash and short-term deposits | 565,657 | 543,341 | 565,657 | 543,341 | |
| Total - Financial assets | 2,233,574 | 2,735,032 | 2,240,347 | 2,740,687 | |
| Liabilities | |||||
| Borrowings and loans (excl. derivatives) | 1,126,813 | 1,729,788 | 1,126,813 | 1,729,788 | |
| Derivatives | 134 | 140 | 134 | 140 | |
| Other long-term liabilities | 6,066 | 7,281 | 6,066 | 7,281 | |
| Current interest-bearing loans and borrowings | 332,293 | 337,552 | 332,293 | 337,552 | |
| Trade payables | 780,008 | 988,773 | 780,008 | 988,773 | |
| Other current liabilities | 1,211,062 | 1,598,252 | 1,211,062 | 1,598,252 | |
| Total - Financial liabilities | 3,456,377 | 4,661,786 | 3,456,377 | 4,661,786 |
Classification by asset or liability level at fair value:
| In thousands of euros | Dec 31, 2017 Fair value |
Level 1 | Level 2 | Level 3 |
|---|---|---|---|---|
| Assets | ||||
| Cash and short-term deposits | 4,800 | 4,800 | ||
| Derivatives | 546 | 546 | ||
| Total - Financial assets | 5,346 | 4,800 | 546 | |
| Liabilities | ||||
| Derivatives | 140 | 140 | ||
| Total - Financial liabilities | 140 | 140 |
- ‐ Level 1 corresponding to listed prices.
- ‐ Level 2 corresponding to internal model based on external observable factors.
- ‐ Level 3 corresponding to internal model not based external on observable factors.
NOTE 21. FINANCIAL RISK MANAGEMENT
21.1. DERIVATIVE FINANCIAL INSTRUMENTS
The Group is mainly exposed to interest rate, foreign exchange and credit risks within the framework of its export activities. In the context of its risk management policy, the Group uses derivative financial instruments to hedge risks related to fluctuations in interest rates and foreign exchange rates.
| Forward rate agreement in foreign currency | ||||||||
|---|---|---|---|---|---|---|---|---|
| Fair value (In thousands of euros) |
Under 1 year |
1-2 years | 2-3 years | 3-4 years | 4-5 years | Over 5 years |
Total | |
| Asset derivatives qualified for designation as cash flow hedges (a) | ||||||||
| Forward sales - USD | 358 | 3,658 | 3,658 | |||||
| Forward sales - CHF | 188 | 2,380 | 112 | 2,492 | ||||
| 546 | ||||||||
| Liability derivatives qualified for designation as cash flow hedges (b) | ||||||||
| Forward purchase - USD | 140 | 3,991 | 1,554 | 5 545 | ||||
| 140 | ||||||||
| Total net derivative qualified for designation as cash flow hedges (a) + (b) |
686 | |||||||
| Liability derivatives not qualified for designation as cash flow hedges | ||||||||
| Forward purchases - GBP | - | |||||||
| Total fair value of qualified and not qualified derivatives |
686 |
Main derivatives deal with forward purchases and sales to cover operations in US Dollars and Swiss francs. These derivative hedging instruments are accounted for at their fair value. Their valuation stands at level 2 according to IFRS 13, as they are not listed on a regulated market, but based on a generic model and on observable market data for similar transactions.
21.2. INTEREST RATE RISK
Financial assets or liabilities with a fixed rate are not subject to transactions intended to convert them into floating rates. Interest rate risks on underlying items with floating rates are considered on a case-by-case basis. When the decision is made to hedge these risks, they are hedged by SPIE Operations by means of an Internal Interest Rate Shortfall Guarantee according to market conditions.
According to IFRS 13 relating to the credit risk to be taken into account when valuing the financial assets and liabilities, the estimation made for derivatives is based on default probabilities from secondary market data (mainly required credit spread) for which a recovery rate is applied.
As at December 31, 2017, given the evolution of variable rates (negative Euribor), no interest rate swap has been established for the hedging of the new loans. The Group examines the possibility to establish new swaps during the first quarter of 2018.
21.3. FOREIGN EXCHANGE RISK
Foreign exchange risks associated with French subsidiaries' transactions are managed centrally by the intermediate holding, SPIE Operations:
- Through an Internal Exchange Shortfall Guarantee Agreement for currency flows corresponding to 100% of SPIE Group's operations
- By intermediation for currency flows corresponding to equity operations.
In both cases SPIE Operations hedges itself through forward contracts. Foreign exchange risks on calls for tender are also hedged wherever possible by means of COFACE policies.
The Group's exposition to the exchange risk relating to the US dollar, to the Swiss Franc and to the Sterling pound is presented hereafter:
| In thousands of euros | December 31, 2017 | |||||
|---|---|---|---|---|---|---|
| Currencies | USD (American Dollar) |
CHF (Swiss Franc) |
GBP (Sterling Pound) |
|||
| Closing rate | 1,1845 | 1,1686 | 0,8816 | |||
| Risks | (1 700) | 7 386 | 127 489 | |||
| Hedges | 1 605 | (2 132) | 204 | |||
| Net positions excluding options | (95) | 5 253 | 127 693 | |||
| Sensitivity to the currency rate -10% vs Euro | ||||||
| P&L Impact | (190) | 821 | 14 122 | |||
| Equity Impact | (177) | 237 | n/a | |||
| Sensitivity to the currency rate +10% vs Euro | ||||||
| P&L Impact | 156 | (671) | (11 554) | |||
| Equity Impact | 145 | (194) | n/a | |||
| Impact on the Group reserves of the cash flow hedge | 134 | n/a | n/a |
The estimated amount of credit risk on currency hedging as at December 31, 2017 is not significant (the risk of fluctuation during 2017 is also not significant).
21.4. COUNTERPARTY RISK
The Group is not exposed to any significant counterparty risk. Counterparty risks are primarily related to:
- Cash investments;
- Trade receivables;
- Loans granted;
- Derivative instruments.
The Group makes most of its cash investments in money market funds invested in European government securities with banks and financial institutions.
Existing derivatives in the Group (see Note 21.) relating to:
- ‐ forward purchases for USD 1,605 thousand and GBP 204 thousand
- ‐ forward sales for CHF 2,132 thousand
are distributed as follows at December 12, 2017:
- ‐ BNP : 7 %
- ‐ Natixis : 43 %
- ‐ CA CIB : 50 %
21.5. LIQUIDITY RISK
As at December 31, 2017, the unused amount of the revolving credit facility (RCF) line stands at € 400 million. The Group introduced a securitization program on its trade receivables which has the following characteristics:
- Thirteen of the Group's subsidiaries act as assignors in the securitization program in which assets are transferred to a securitization mutual fund named SPIE Titrisation.
- SPIE Operations is involved in this securitization program as a centralizing entity on behalf of the Group in relation to the depository bank.
This receivables securitization program allows participating companies to transfer full ownership of their trade receivables to the SPIE Titrisation mutual fund allowing them to obtain funding for a total amount of € 300 million, with the possibility to increase the amount to € 450 million.
The use of this program is accompanied by early repayment clauses for certain bank loans.
As at December 31, 2017 transferred receivables represented a total amount of € 542.4 million with financing obtained amounting to € 298.4 million.
21.6. CREDIT RISK
The main credit policies and procedures are defined at Group level. They are coordinated by the Group's Financial Division and monitored both by the latter and by the various Financial Divisions within each of its subsidiaries.
Credit risk management remains decentralized at Group level. Within each entity, credit risk is coordinated by the Credit Management function which is underpinned by the "Group Credit Management" policy and a shared Best Practices Manual. Payment terms are defined by the general terms of business applied within the Group.
Consequently, the Credit Management Department manages and monitors credit activity, risks and results and is in charge of collecting trade receivables regardless of whether or not they have been transferred.
Monthly management charts are used to monitor, among other things, customer financing at operational level. These provide the means to assess customer credit taking into account pre-tax invoicing and production data as well as customer data (overdue debts and advances) calculated in terms of the number of billing days.
The policy to improve working capital requirements implemented by General Management plays an important role in improving cash flow, serving more particularly to reduce overdue payments. Other actions have focused primarily on improving the invoicing process, introducing the securitization program and improving the information systems used to manage the trade item.
Notes regarding cash flow statement
NOTE 22. NOTES TO THE CASH FLOW STATEMENT
22.1. RECONCILIATION WITH CASH ITEMS OF THE STATEMENT OF FINANCIAL POSITION
The following table reconciles the cash position from the cash flow statement (a) and the cash position from the statement of financial position (b) of the Group:
| In thousands of euros | Notes | Dec 31, 2016 | Dec 31, 2017 |
|---|---|---|---|
| Marketable securities and other investments | 5,500 | 4,800 | |
| Cash | 555,261 | 538,317 | |
| Bank overdraft | (42,229) | (23,004) | |
| Cash and cash equivalents at year-end including assets held for sale |
(a) | 518,534 | 520,113 |
| (-) Cash and cash equivalents of assets held for sale | (c) | 6,972 | 4,459 |
| (-) Accrued interests not yet due | 23 | (135) | |
| (+) Trading securities (short-term) | - | - | |
| Cash and cash equivalents at year-end excluding assets held for sale |
(b) | 525,528 | 524,437 |
(c) See Note 20.2.
22.2. IMPACT OF CHANGES IN THE SCOPE OF CONSOLIDATION
The impact of changes in the scope of consolidation can be summarized as follows:
| In thousands of euros | Dec 31, 2016 | Dec 31, 2017 |
|---|---|---|
| Consideration paid | (118,087) | (215,812) |
| Cash and cash equivalents provided | 23,216 | 29,925 |
| Cash and cash equivalents transferred | (1,089) | (290) |
| Impact of change in consolidation methods | (74,843) | - |
| Transfer price of consolidated investments | - | 550 |
| Effect of change in scope of consolidation on cash & cash equivalents | (170,803) | (185,627) |
22.3. IMPACT OF OPERATIONS HELD FOR SALE
The impact on the cash flow statement of operations classified as discontinued is summarized as follows:
| In thousands of euros | Dec 31, 2016 | Dec 31, 2017 |
|---|---|---|
| Net cash flow from operating activities | (13,522) | (1,376) |
| Net cash flow used in investing activities | (1,303) | 553 |
| Net cash flow from financing activities | (79) | (5,608) |
| Effect of change in exchange rates | (148) | (278) |
| Effect of change in accounting principles | 6,662 | - |
| Change in cash and cash equivalents | (8,390) | (6,709) |
| Reconciliation | ||
| . Cash and cash equivalents at beginning of the period | 1,418 | 2,250 |
| . Cash and cash equivalents at end of the period | (6,972) | (4,459) |
Other notes
NOTE 23. RELATED PARTY TRANSACTIONS
23.1. DEFINITIONS
Are considered as transactions with related parties the three following categories:
- The transactions between a fully consolidated company and its influential minority shareholders;
- The outstanding transactions non eliminated in the consolidated accounts with companies accounted for under equity method;
- The transactions with key management personnel and with companies held by these key persons and companies on which they exercise any control.
There has been no significant transaction between related parties between January 1, and December 31, 2017, or significant modifications between related parties described in the notes to the consolidated financial statements ended December 31, 2017.
23.2. REMUNERATIONS AND BENEFITS TO MEMBERS OF THE GOVERNING BODIES
| In thousands of euros | Dec 31, 2016 | Dec 31, 2017 |
|---|---|---|
| Salaries, social charges and short-term benefits | 1,848 | 1,854 |
| Other benefits – free share plan | 126 | 296 |
| Post-employment benefits | 538 | 601 |
| Executive compensation | 2,512 | 2,750 |
23.3. ATTENDANCE FEES
In 2017, the Board of Directors was composed of four independent Administrators, according to the "Afep-Medef" Code. One of them has been nominated as a Senior Independent Director on December, 8th, 2015. These independent Administrators are each member of at least one of the Committees set up by the Board of Directors, i.e.: audit committee, remuneration committee, nomination committee, strategic and acquisition committee.
In accordance with their mandates and their functions within the Group, the independent Administrators receive attendance fees.
| In thousands of euros | Dec 31, 2016 | Dec 31, 2017 |
|---|---|---|
| Attendance fees | 271 | 276 |
| Other remunerations and fringe benefits | ||
| Directors remunerations | 271 | 276 |
The amount of attendance fees correspond to a gross amount before tax deduction withheld at source by the company.
23.4. INVESTMENTS IN ASSOCIATES
The Group has investments in proportionally recognized joint ventures. The table below sets out the Group's proportionate interest in the assets, liabilities and net income of these entities:
| In thousands of euros | Dec 31, 2016 | Dec 31, 2017 |
|---|---|---|
| Non-current assets | - | - |
| Current assets | 97,623 | 66,222 |
| Non-current liabilities | (2) | - |
| Current liabilities | (92,029) | (58,929) |
| Net assets | 5,592 | 7,293 |
| Income statement | ||
| Income | 74,798 | 68,031 |
| Expenses | (69,206) | (60,737) |
23.5. TAX GROUP AGREEMENTS
SPIE SA set up a tax consolidation group on July 1, 2011, including, in addition to itself, the French companies (directly or indirectly) held at 95% or more.
According to the terms of the agreements signed between SPIE SA and each of the companies included in the tax consolidation group, SPIE SA can use the carry-forward deficits of the various individual companies. If one of the subsidiaries leaves the tax consolidation group, the parties to the agreement concerned reserve their negotiation rights to decide whether the former subsidiary should be indemnified.
The Group also has a tax group in Germany, consisting of SPIE DZE (formerly SPIE GmbH) and its German subsidiaries, in the United Kingdom consisting of SPIE UK Ltd and its UK subsidiaries, and in the Netherlands consisting of SPIE Nederland BV and its Dutch subsidiaries.
NOTE 24. CONTRACTUAL OBLIGATIONS AND OFF BALANCE SHEET COMMITMENTS
24.1. OPERATING LEASE COMMITMENTS
Commitments relating to operating lease stand at € 488 million and breakdown per categories of equipment as follows:
| In thousands of euros | Dec 31, 2016 | Dec 31, 2017 | < 1 year | 2 to 5 years | > 5 years |
|---|---|---|---|---|---|
| Buildings | 216,216 | 287,768 | 65,217 | 147,540 | 75,011 |
| Cars & trucks | 150,890 | 200,040 | 64,601 | 122,409 | 13,030 |
| Total operating leases | 367,106 | 487,808 | 129,818 | 269,949 | 88,041 |
The increase in cars & trucks operating leases mainly relate to companies acquired during the year.
24.2. OPERATIONAL GUARANTEES
In the course of its operations, the Group SPIE is required to provide a certain number of commitments in terms of guarantees for the completion of work, the redemption of advances or the repayment of retention money or parent company guarantees.
| In thousands of euros | Dec 31, 2016 | Dec 31, 2017 |
|---|---|---|
| Commitments given | ||
| Bank guarantees | 361,602 | 481,137 |
| Insurance guarantees | 196,220 | 377,377 |
| Parent company guarantees | 606,646 | 822,833 |
| Total commitments given | 1,164,468 | 1,681,347 |
| Commitments received | ||
| Endorsement, guarantees and warranties received | 22,317 | 28,588 |
| Total commitments received | 22,317 | 28,588 |
The change in bank and insurance guarantees corresponds to the integration of the SAG group since May 31st, 2017.
The increase in the parent company guarantees by nearly € 200 million compared to December 31, 2016 is mainly linked to the settlement in March 31st, 2017 of two new commitments destined to guarantee the Zurich Insurance and Commerzbank (respectively for € 100 million and € 90 million) for the guarantees given to SPIE SAG GmbH.
The remaining part of the parent company guarantees is broken down on all the other subsidiaries of the Group, from all activities.
24.3. OTHER COMMITMENTS GIVEN AND RECEIVED
Individual Employee Training Rights for the Group's French Companies
Act no. 2004-391 of May 4, 2004 relating to life-long professional training and social dialogue amending Articles L933- 1 to L933-6 of the French Employment Code entitles employees with open-ended employment contracts under private law to a right to individual training (acronym: DIF) for a minimum of 20 hours per year, which can be accumulated over a period of six years (capped at 120 hours).
As of 1 January 2017, the Personnel Training Account (acronym: CPF) replaces the DIF and allows each employee throughout his career have an individual right to training which will aggregate to its maximum, 120 to 150 hours of training over 9 years (20 hours per year the first 6 years and 10 hours per year for the following three years).
Employees' rights to DIF are retained and continue to exist alongside the CPF: the rights to DIF can be used to exhaustion and up to 2020 at the most.
Tracking the number of hours of training accumulated corresponding to rights acquired under the DIF and the CPF and the monitoring of the volume of training hours which has not been used are now decentralized and available through an internet portal accessible only by employees as holders of a CPF account.
Consequently, no measurement can be performed regarding this commitment due to the difficulty in obtaining a reliable estimate.
Pledging of shares
As part of the IPO and the implementation of the new refinancing plan, all investment securities pledged by direct and indirect subsidiaries of SPIE SA were subject to release as at June 11, 2016. As at December 31, 2017, no shares were pledged.
NOTE 25. STATUTORY AUDITORS' FEES
In accordance with the ANC 2016-09 and ANC 2016-10 regulation, the fees relating to auditors of SPIE SA booked in the consolidated income statement are the followings:
| In thousands of euros | EY | PwC |
|---|---|---|
| Statutory audit at SPIE SA level | 296 | 310 |
| Statutory audit at level of subsidiaries fully consolidated | 1 363 | 450 |
| Other services(*) | 126 | 146 |
| TOTAL | 1 785 | 906 |
(*) These fees relate to works carried out for the bond emission, the interim dividend and a certificate issued for the CICE assignment agreement.
NOTE 26. SUBSEQUENT EVENTS
26.1 EXTERNAL GROWTH
On February 2nd, 2018, SPIE acquired the Systemat group. Founded in 1981 and active in Belgium and Luxembourg, Systemat is a provider of IT solutions related to the management of information and communication technology equipment, software and infrastructure; employs around 150 employees and forecasts rev. about € 70 million for current fiscal year.
26.2 GALILEO AND ARIANE PROJECTS – FRENCH SEGMENTS
"ARIANE" project
The "France" segment of the SPIE Group consists of French entities directly held by SPIE Operations, while this latter also holds the holdings by country for all its European activities outside France.
In the context of the "Ariane" corporate project initiated in 2017, SPIE created on January 1st, 2018, a holding company "SPIE France", subsidiary of SPIE Operations, destined to bring a functional autonomy to France, comparable to the autonomy of the companies in the other companies (Germany, Netherlands, United Kingdom, Switzerland).
From the 1st of January of 2018, the SPIE France company, as head of the French activities of SPIE, has been given all necessary means to lead all French entities which will be legally attached to it during the second half of 2018. This structure will ensure the development of the "France" segment in liaison with the Group and in synergy with the other countries.
Thus SPIE Operations focuses on its consolidation and animation purposes for all European holding subsidiaries of the Group, including France.
This organization answers the necessity to clearly balance the "corporate" functions on the whole Group in order to prepare the future development of the Group.
"GALILEO" Project
As at December 31, 2017, the SPIE group is based on a two main structures, with five regional subsidiaries (SPIE Îlede-France North-Ouest, SPIE East, SPIE South-East, SPIE South-West, SPIE West-Center) and also four national subsidiaries of specialty (SPIE ICS, SPIE Facilities, SPIE Citynetworks and SPIE Nuclear).
The "Galileo" project, in continuity to the "Ariane" project projects the merger as at June 30, 2018 of the five regional subsidiaries into one single entity named "SPIE Industry & Tertiary". This latter will comprise two business units.
- One Industry business unit
- One Tertiary business unit
This project provides the "France" sector with a new national subsidiary in order to answer our customers' expectations and the evolution of a market expected to be in growth.
26.3 REFINANCING OF BANK LOAN
In February 2018, SPIE has secured the refinancing of its bank debt through two fully-committed undrawn new facilities: a term loan of €1,200 million and a revolving credit facility of €600 million, both maturing in 2023 (vs. 2020 for existing facilities) and fully unsecured and unguaranteed. These facilities bear interest equal to EURIBOR plus an opening margin of 1.70% for the term loan and 1.30% for the revolving credit facility, compared with 2.38% and 2.28% respectively for the existing facilities.
NOTE 27. SCOPE OF CONSOLIDATION
| Co mp an y |
Ad dre ss |
Co oli da tio ns n Cu rre nc y |
Co o M eth od ns 16* 20 |
% Int st ere /12 /20 31 16 |
Co o M eth od ns 17* 20 |
% Int st ere /12 /20 31 17 |
|---|---|---|---|---|---|---|
| HE AD QU AR TE R S UB GR OU P |
||||||
| SP IE S A |
10, Av de l'e ise ntre pr CE RG ON TO ISE CE 958 63 Y-P DE X |
EU R |
Mo the r |
100 .00 |
Mo the r |
100 .00 |
| FIN AN CIE RE SP IE |
10, Av de l'e ntre ise pr 958 63 CE RG Y-P ON TO ISE CE DE X |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE O atio per ns |
10, Av de l'e ntre ise pr 958 63 CE RG Y-P ON TO ISE CE DE X |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| SO RE ME P |
10, Av de l'e ise ntre pr CE RG ON TO ISE CE 958 63 Y-P DE X |
EU R |
Me rge r |
- | - | - |
| PA RC SA INT CH RIS TO PH E S NC |
10, Av de l'e ntre ise pr 958 63 CE RG Y-P ON TO ISE CE DE X |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE INT ER NA TIO NA L |
10, Av de l'e ntre ise pr 958 63 CE RG Y-P ON TO ISE CE DE X |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| S.G GE .T.E . IN NIE RIE |
10, Av de l'e ntre ise pr CE RG ON TO ISE CE 958 63 Y-P DE X |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE B AT IGN OL LES T. P. |
10, Av de l'e ntre ise pr 958 63 CE RG Y-P ON TO ISE CE DE X |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE FR AN CE (ex SP IE 161 ) |
10, Av de l'e ntre ise pr 958 63 CE RG Y-P ON TO ISE CE DE X |
EU R |
- | - | F.C | 100 .00 |
| SP EC OM SE ICE S G IE T EL RV EIE |
10, Av de l'e ntre ise pr 958 63 CE RG Y-P ON TO ISE CE DE X |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE BA TIG NO LLE S T P H OC H U ND TI EF BA U Gm bH |
Un ter den lin den 21 101 17 BE RL IN – Al lem agn e |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE INF RA ST RU KT UR Gm bH (ex S Gm bH ) |
Ru dol fstr e 9 ass 102 45 BE RL IN – Al lem agn e |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IL ( ) Gm IE RA DE bH |
Un ter den lin den 21 101 17 BE RL IN – Al lem agn e |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE S PE ZIA LTI EF BA U G mb H |
Un ter den lin den 21 101 17 BE RL IN – Al lem agn e |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE EN ER TR AN S |
10, Av de l'e ise ntre pr 958 63 CE RG ON TO ISE CE Y-P DE X |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE IDF NO SU B G RO UP |
||||||
| SP IE IDF NO RD OU ES T |
1/3 lac e d e la Be rlin p e 932 87 SA INT DE NIS Ce dex |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| SP PO ST ES IE HT B |
rc S ntif Pa cie iqu e d e la Ha ute Bo rne 10, e d e l' Ha nie CS 20 292 av enu rmo 59 665 VI LLE NE UV E-D 'AS CQ CE DE X |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| TE CH NIQ UE DE GE ST ION IM MO BIL IER E |
1/3 lac e d e la Be rlin p e 932 87 SA INT DE NIS Ce dex |
EU R |
Me rge r |
- | - | - |
| SP IE ES T S UB GR OU P |
||||||
| SP IE ES T |
2, r out e d e L ing ols hei m BP 70 330 - G EIS PO LS HE IM GA RE 674 11 ILL KIR CH CE DE X |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| AN QU ET IL C LIM AT ICI EN S |
45, Ro ute de Me tz 571 30 Jou Arc hes – F y-a ux- ran ce |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| SA G T hép aul t S .A.S |
45, Ro ute de Me tz |
EU R |
F.C | 100 .00 |
||
|---|---|---|---|---|---|---|
| SO CIE TE NO UV EL LE HE NR I C ON RA UX |
571 30 Jou Arc hes – F y-a ux- ran ce 2, r e d e L ing ols hei out m – G EIS PO LS BP 70 330 HE IM |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE S ES T S GR OU UD UB P |
||||||
| SP IE S UD ES T |
4, a Jea n-J ès - B .P. 19 ven ue aur |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| C-T RA M S ER VIC ES |
693 20 FEY ZIN 497 Ru e N icé hor e N iep p ce , 69 800 SA INT -PR IES T |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| JM EL EC TR ICI TE |
248 ch in d e la Ba tier em nas e La Ga rrig ued e C hal anc on 842 70 VE DE NE |
EU R |
F.C | 100 .00 |
||
| LIO NS |
Ch ffie AC St in d u B ada r - Z e A Es t em nne 84 700 SO RG UE S |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| TH ER MA T |
2, r de l'Eu ue ro 74 960 ME YT HE T |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| EN TR EP RIS E V ILL AN OV A |
ZA C de Ch leix - R Em l C hab rier aza ue ma nue 63 730 S M ES LE AR TR DE VE YR E |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| AC EM |
Ave Al ber t E ins tein nue |
EU R |
F.C | 100 .00 |
Me rge r |
- |
| SO ME LEC |
632 00 RIO M ZA La Ga rrig du Ra n 8 4 8 30 SE RIG NA N D U ue me yro CO MT AT |
EU R |
Me rge r |
- | - | - |
| SP IE O UE ST CE NT RE SU B G RO UP |
||||||
| SP IE O UE ST CE NT RE |
7, Ru e J uliu t E the l Ro ber s e sen g BP 90 263 |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| SIP EC T |
448 18 SA INT HE RB LA IN CE DE X 229 Ru e d u D Gu ich ard - B P 9 100 4 oct eur , GE RS Ce 490 10 AN dex 1 |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| EN ELA T O UE ST |
ZA C d e la Lo rie, Im ubl e B erli me oz, 31 Bo Sa nds rue nny 44 800 SA INT HE RB LA IN |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| PR OJ EL EC |
25 Allé e E iste Ga llois var , 180 00 BO UR GE S |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| PR OB IA ING EN IER IE |
21, Ru e M elin Be rthe lot - Z de Ke rivi 29 600 arc one n - SA INT -MA RT IN- DE S-C HA MP S |
EU R |
F.C | 100 .00 |
||
| JU RE T |
229 Gu P 9 100 Ru e d u D oct ich ard - B 4 eur , 490 10 AN GE RS Ce dex 1 |
EU R |
Me rge r |
- | - | - |
| SP IE S UD OU ES T S UB GR OU P |
||||||
| SP IE S OU ES UD T |
Ch 70, in d e P sat em ays ZI Mo nta udr 314 00 TO UL OU SE an |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| TH ER MI AU TO MA TIO N |
115 e O lof Pa lm - ZA C d e T , ru our nez y 34 000 MO NT PE LLI ER |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| EN ELA T |
70 Ch in d e P - Z Ind riel le d e M aud sat ust ont em ays one ran TO OU SE 31 400 UL |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| SO CIE TE BO ISS ON |
Zo Art isa nal ne e 34 130 MU DA ISO N |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| ST E N AR BO NN AIS E D 'EL EC TR IFIC AT ION ( SN E) |
2 r de l'ar tisa nat - Z I de Pla isa 11 10 0 N AR BO NN E ue nce |
EU R |
Me rge r |
- | - | - |
| MA DA UL E E T F ILS |
2 r de l'ar tisa nat - Z I de Pla isa 11 10 0 N AR BO NN E ue nce |
EU R |
Me rge r |
- | - | - |
| MA DA UL E A UT OM AT ION |
2 r de l'ar tisa - Z I de Pla isa 11 10 0 N AR BO NN E nat ue nce |
EU R |
Me rge r |
- | - | - |
| SP IE M AR OC |
PK 37 4, 815 Ro ute d'e l Ja did a (p Lis fa) ar sas Km 1.5 C. R. Ou led Az zou z Pro vin de No ce uac eur |
MA D |
F.C | 100 .00 |
F.C | 100 .00 |
|---|---|---|---|---|---|---|
| CO MA FIP AR S. A. |
CA SA NC OC BLA A - M AR PK 37 4, 815 Ro ute d'e l Ja did a (p Lis fa) ar sas Km 1.5 C. R. Ou led Az zou z Pro vin de No ce uac eur CA SA BLA NC A - M AR OC |
MA D |
F.C | 100 .00 |
F.C | 100 .00 |
| CN O S SA TE PIE |
e O N°4 26 95- Pa rien te R D. Nu Alv s P ira rqu ua no are ere 445 BO BA DE LA – P ortu l ga |
EU R |
Dis al pos |
- | - | - |
| SP IE S UD OU ES T |
70, Ch in d e P sat em ays ZI Mo nta udr 314 00 TO UL OU SE an |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE CIT YN ET WO RK S S UB GR OU P |
||||||
| SP IE C ITY NE TW OR KS (ex ST 4) |
1/3 lac e d e la Be rlin p e 932 87 SA INT DE NIS Ce dex |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| GR AN D P OIT IER S L UM IER E ( Ex PIC T O N L IGH T) |
1 ru e d Ent rise es rep s 864 40 MIG NE AU XA NC ES |
EU R |
E.M | 50 .00 |
||
| VA L D E L UM |
Pa rc d 'ac tivi tés de la Frin le - Vo ie d e l' ins titu t ga 271 00 VA L D E R EU IL |
EU R |
F.C | 85 .00 |
F.C | 85 .00 |
| EN TR EP RIS E T RE NT O |
Ro ute de Ca ret ma 84 100 OR AN GE |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| CIN GY SA S ER |
27 Gr Ch êne Ave du nue os R O 956 14 ER AG NY SU ISE |
EU R |
E.M | 50 .00 |
E.M | 50 .00 |
| SA G V ig ilec S. A.S |
Les Pa ltra ts 035 00 Sa int Po ain r S iou le – Fr urc su anc e |
EU R |
F.C | 100 .00 |
||
| SA G F S.A .S. ran ce |
45, Ro ute de Me tz 571 30 Jou Arc hes – F |
EU R |
F.C | 100 .00 |
||
| SO GE TR AL EC SA S |
y-a ux- ran ce Do ine de Po le H Ro de Le ign aut ute ma uss an sp an , 345 00 Béz iers Fra nce – |
EU R |
F.C | 100 .00 |
||
| ELC AR E |
Ave du Ma ine nue 72 190 SA INT PA VA CE |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE FA CIL ITIE S S UB GR OU P |
||||||
| SP IE FA CIL ITIE S ( SP IE 9 11) ex |
1/3 lac e d e la Be rlin p e 932 87 SA INT DE NIS Ce dex |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| SO NO TE CH NIC |
Imp e M ani ass ou AG 31 140 LA UN UE T |
EU R |
F.C | 100 .00 |
F.C | - |
| SP CL SU B G RO IE NU EA IRE UP |
||||||
| SP IE DE N |
10, Av de l'e ntre ise pr |
EU R |
F.C | 100 .00 |
Me rge r |
- |
| SP IE NU CL EA IRE |
95 863 CE RG ON TO ISE CE Y P DE X 10, Av de l'e ntre ise pr 95 863 CE RG Y P ON TO ISE CE DE X |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| MA INT EN AN CE ME SU RE CO NT RO LE |
2, a Ga brie l Li ven ue ppm ann 57 970 YU TZ |
EU R |
F.C | 100 .00 |
||
| AT MN |
Le Ma rais - R e In sud trie lle ES T out 76 430 SA INT VI GO R D 'YM ON VIL LE |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| SP ICS SU B G RO IE UP |
||||||
| SP IE ICS |
53, Bo ule d d e S tali ad var ngr |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE C d S VIC ES lou ER |
922 47 MA LA KO FF ced ex e S 53, Bo ule d d tali ad var ngr 922 47 MA LA KO FF ced ex |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| SP OS VIC ES IE INF ER |
53, e S Bo ule d d tali ad var ngr |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
|---|---|---|---|---|---|---|
| SO CIE TE FI NA NC IER E D U L AN GU ED OC - |
KO 922 47 MA LA FF ced ex Ru e G Arn aud - Z AC de Va lde uy gou r |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| SO FIL AN AP PL ICA TIO N D EV ELO PP EM EN T |
309 00 NIM ES Ru e G Arn aud - Z AC de Va lde uy gou r |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| INF OR MA TIQ UE - A DI |
309 00 NIM ES |
|||||
| O D US ION FO IQU RE PR IFF IN RM AT E - RD I |
e G Ru Arn aud uy 309 00 NIM ES |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| Co mp any |
Ad dre ss |
Co lida tio n C nso urr enc y |
Co Me tho d nso 201 6* |
% I nte t res 31/ 12/ 201 6 |
Co Me tho d nso 201 7* |
% I nte t res 31/ 12/ 201 7 |
|---|---|---|---|---|---|---|
| SP IE BE LG IUM SU B G RO UP |
||||||
| SP IE B ELG IUM |
Ru e d deu s 1 50 es x g are |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| TE VE AN NV |
107 0 B RU XE LLE S – BE LG IUM Ind riep ark Ro 6 ust ste yne |
EU R |
F.C | 100 .00 |
||
| VIS DE NV |
906 0 Z ELG elz ate – B IUM He tals 48 ren ew eg |
EU R |
F.C | 100 .00 |
Me rge r |
- |
| DE VIN OX S N V |
244 0 G EE L - BE LG IUM Lam rdr ies 3 me |
EU R |
F.C | 100 .00 |
Me rge r |
- |
| DE SE RV IS NV |
244 0 G EE L – BE LG IUM Lam rdr ies 3 me |
EU R |
F.C | 100 .00 |
Me rge r |
- |
| EL ER EP NV |
0 G LG 244 EE L – BE IUM Lam rdr ies 3 me |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| UN I-D NV |
244 0 G EE L – BE LG IUM Lam rdr ies 3 me |
EU R |
F.C | 100 .00 |
Me rge r |
- |
| TH ER MO FO X N V |
244 0 G EE L – BE LG IUM Sp iev eld at 7 91 60 LO KE RE N – BE LG IUM stra |
EU R |
Me rge r |
- | - | - |
| CL TIS ION IGE TIO US IMA AT RE FR RA N I ND TR IEL LE ET , CO MM ER CIA LE SP RL |
Ru e d Be s 7 es rce 565 0 C HA ST RE S - BE LG IUM |
EU R |
F.C | 100 .00 |
Me rge r |
- |
| SP IE NE DE RL AN D S UB GR OU P |
||||||
| SP IE NE DE RLA ND B. V. |
ifak Hu ker stra at, 15 |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| ZIU T A DV IES B. V. |
480 0 C G B RE DA - N ET HE RLA ND S Nie e P lein 1B uw |
EU R |
F.C | 100 .00 |
||
| ZIU T B .V. |
681 1 K N A rnh -N eth erla nds em Nie e P lein 1B uw |
EU R |
F.C | 100 .00 |
||
| JA NS EN VE NN EB OE R B EH EE RM AA TS CH AP PIJ |
681 1 K N A rnh -N eth erla nds em Ind ust riew 4 eg |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| JA NS EN VE NN EB OE R B EH EE R & ON DE RH OU D |
NL 81 31V Z W IJH E - NE TH ER LA ND S Ind ust riew 4 eg |
EU R |
F.C | 100 .00 |
Me rge r |
- |
| JA NS EN VE NN EB OE R A DV IES B. V. |
NL 81 31V Z W IJH E - NE TH ER LA ND S Ind riew 4 ust eg |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| JA NS EN VE NN EB OE R B .V. |
S NL 81 31V Z W IJH E - NE TH ER LA ND Ind ust riew 4 |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| eg NL 81 31V Z W IJH E - NE TH ER LA ND S |
||||||
| AA FT INK HO LD ING BV |
Bov enk 7 am p, NL 13 91 LA - A bco ude - N ET HE RLA ND S |
EU R |
F.C | 100 .00 |
||
| G A BC OU AA FT INK VE RW AR MIN DE BV |
Bov enk 7 am p, NL 13 91 LA - A bco ude - N ET HE RLA ND S |
EU R |
F.C | 100 .00 |
||
| AA FT INK SE RV ICE BV |
Bov enk 7 am p, NL 13 91 LA - A bco ude - N ET HE RLA ND S |
EU R |
F.C | 100 .00 |
||
| AA FT INK PR OJ EC TE N B V |
Bov enk 7 am p, NL 13 91 LA - A bco ude - N ET HE RLA ND S |
EU R |
F.C | 100 .00 |
||
| ST EC AA FT INK IN AL LAT IE T HN IEK BV |
Bov enk 7 am p, |
EU R |
Me rge r |
- | ||
| AA FT INK EL EK TR OT EC HN IEK BV |
NL 13 91 LA - A bco ude - N ET HE RLA ND S Nijv erh eid 1 sw eg, |
EU R |
F.C | 100 .00 |
||
| AD BO UM AN BV |
NL 66 51 KS Dru ten - N ET HE RLA ND S - Bov enk 7 am p, |
EU R |
F.C | 100 .00 |
||
| NS CH ZIU T I TA LLA TIE TE NIE K B .V. |
NL 13 91 LA - A bco ude - N ET HE RLA ND S Nie e P lein 1B uw 681 1 K N A rnh -N eth erla nds em |
EU R |
F.C | 100 .00 |
| CT ME R I B. V. |
l 25 Bu est Drij ber sin rge me er ge |
EU R |
F.C | 100 .00 |
||
|---|---|---|---|---|---|---|
| SP IE C ON TR OL EC EN GIN EE RIN G B V |
NL 80 21 DA Zw olle Ne the rlan ds , De Br 74- 82 auw we g, |
EU R |
F.C | 100 .00 |
Me rge r |
- |
| SP IE C ZE CH S. R.O |
NL 31 25 AE Sc hie dam - N ET HE RLA ND S Pod Hr adb i 20 04/ 5 P SC 59 401 VE LK E am |
CZ K |
Dis al pos |
- | - | - |
| GIE SO HO CO TW AL ND ER UD MB INA TIE BV |
ME ZIR ICI Sta als traa t, 150 |
EU R |
E.M | 50 .00 |
E.M | 50 .00 |
| EL EC TR IC EN GIN EE RIN G I NS TA LLA TIO N B V |
195 1 J P V els No rd en- 48 15 PN B RE DA - N ET HE RLA ND S Kro e S cha ft 3 mm NL 39 91 AR HO UT EN - N ET HE RLA ND S |
EU R |
Me rge r |
- | - | - |
| GE DO CI BR . VA N D ER NK VIE L B V |
Me nhi 6 rwe g NL 534 2LS Os NE TH ER LA ND S |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| AL EW IJN SE ZW OL LE BV |
s - Cu riew 11 eg NL 80 13 RA ZW OL LE - N ET HE RLA ND S |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| AL EW IJN SE UL TR EC HT BV |
De tmo lds traa t 17 NL 352 3 G A U TR EC HT - N ET HE RLA ND S |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| AL EW IJN SE DE LFT BV |
We stla nds 13 ew eg NL 262 4 A A D EL FT - N ET HE RLA ND S |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| GP E T EC HN ICA L S ER VIC ES BV |
De We cha al 5 egs 521 5 M N'S - H ER TO GE NB OS CH - |
EU R |
F.C | 100 .00 |
Me rge r |
- |
| INF RA ST RU CT UR ES SE RV ICE S & PR OJ EC TS BV IND IAN A |
NE TH ER LA ND S Kro e S cha ft 3 mm NL 39 91 AR HO UT EN - N ET HE RLA ND S |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE UK SU B G RO UP |
||||||
| SP D ( SP ) IE L IMI TE IE M AT TH EW HA LL Lim ited ex |
Gra Str 33 hur ch eet cec 2nd Flo EC 3V OB T L ON DO N - UN ITE ED or - KIN GD OM |
GB P |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE UK |
33 Gra hur ch Str eet cec 2nd Flo EC 3V OB T L ON DO N - UN ITE ED or - GD OM KIN |
GB P |
F.C | 100 .00 |
F.C | 100 .00 |
| SP HS IE W LIM ITE D |
Gra Str 33 hur ch eet cec 2nd Flo EC 3V OB T L ON DO N - UN ITE ED or - KIN GD OM |
GB P |
F.C | 100 .00 |
F.C | 100 .00 |
| GA RS IDE AN D L AY CO CK ( ST AN NE S) LIM ITE D |
33 Gra hur ch Str eet cec 2nd Flo EC 3V OB T L ON DO N - UN ITE ED or - GD OM KIN |
GB P |
F.C | 100 .00 |
Liq uid atio n |
- |
| GA RS IDE AN D L AY CO CK LIM ITE D |
33 Gra hur ch Str eet cec 2nd Flo EC 3V OB T L ON DO N - UN ITE ED or - KIN GD OM |
GB P |
F.C | 100 .00 |
F.C | 100 .00 |
| GA RS IDE AN D L AY CO CK GR OU P L IMI TE D |
33 Gra hur ch Str eet cec 2nd Flo EC 3V OB T L ON DO N - UN ITE ED or - GD OM KIN |
GB P |
F.C | 100 .00 |
F.C | 100 .00 |
| AL AR D E LEC TR ICA L L TD |
33 Gra hur ch Str eet cec 2nd Flo EC 3V OB T L ON DO N - UN ITE ED or - KIN GD OM |
GB P |
F.C | 100 .00 |
Liq uid atio n |
- |
| SP IE FS NO RT HE N ( UK ) LIM ITE D |
Ce ntre Pa rk - W A1 1R L W AR RIN GT ON Ch ING DO esh ire - U NIT EE D K M |
GB P |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE EN S L imi ted |
33 Gra hur ch Str eet cec 2nd Flo EC 3V OB T L ON DO N - UN ITE ED or - KIN GD OM |
GB P |
F.C | 100 .00 |
Liq uid atio n |
- |
| VE HIC LE RE NT AL IR ELA ND LIM ITE D |
1 C airn Vie Sw atra h w, g Ma her BT 46 5Q G C OU NT Y g a - LO ND ON DE RR Y IRE LA ND |
GB P |
F.C | 100 .00 |
Liq uid atio n |
- |
|---|---|---|---|---|---|---|
| SP IE S CO TS HIE LD LTD |
MC CA FF ER TY HO US E 99 Firh ill r oad G2 0 7 BE GL AS GO W - U NIT EE D K ING DO M |
GB P |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE L EV EN EN ER GY SE RV ICE S L TD |
CN A H e S anf old La - Le chu lme ous ne ven M1 9 3 NC ST RO BJ MA HE ER YA UM E U NI - |
GB P |
F.C | 100 .00 |
F.C | 100 .00 |
| ON EN VIR ME NT AL EN GIN EE RIN G L IMI TE D |
33 Gra hur ch Str eet cec 2nd Flo EC 3V OB T L ON DO N - UN ITE ED or - KIN GD OM |
GB P |
F.C | 100 .00 |
||
| SP IE EN VIR ON ME NT AL EN GIN EE RIN G U K |
33 Gra hur ch Str eet cec 2nd Flo EC 3V OB T L ON DO N - UN ITE ED or - GD OM KIN |
GB P |
F.C | 100 .00 |
||
| SP IE MS S C LEA N T EC HN OL OG Y L TD |
33 Gra hur ch Str eet cec 2nd Flo EC 3V OB T L ON DO N - UN ITE ED or - KIN GD OM |
GB P |
F.C | 100 .00 |
||
| TR IOS CO MP LIA NC E L IMI TE D |
33 Gra hur ch Str eet cec 2nd Flo EC 3V OB T L ON DO N - UN ITE ED or - GD OM KIN |
GB P |
F.C | 100 .00 |
F.C | 100 .00 |
| TR IOS GR OU P L IMI TE D |
33 Gra hur ch Str eet cec 2nd Flo EC 3V OB T L ON DO N - UN ITE ED or - KIN GD OM |
GB P |
F.C | 100 .00 |
F.C | 100 .00 |
| TR IOS PR OP ER TY LIM ITE D |
33 Gra hur ch Str eet cec EC OB ON DO 2nd Flo 3V T L N - UN ITE ED or - KIN GD OM |
GB P |
F.C | 100 .00 |
F.C | 100 .00 |
| TR IOS SE CU RE LIM ITE D |
33 Gra hur ch Str eet cec 2nd Flo EC 3V OB T L ON DO N - UN ITE ED or - KIN GD OM |
GB P |
F.C | 100 .00 |
F.C | 100 .00 |
| TR IOS SK ILZ LIM ITE D |
33 Gra hur ch Str eet cec EC OB ON DO 2nd Flo 3V T L N - UN ITE ED or - KIN GD OM |
GB P |
F.C | 100 .00 |
F.C | 100 .00 |
| TR IOS FA CIL ITIE S L IMI TE D |
33 Gra hur ch Str eet cec 2nd Flo EC 3V OB T L ON DO N - UN ITE ED or - KIN GD OM |
GB P |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE DZ E ( for rly SP IE Gm bH ) SU B G RO UP me |
||||||
| SP IE DE UT SC HLA ND & ZE NT RA LE UR OP A G mb H ( SP IE ex Ho ldin Gm bH ) g |
Ba lcke -Du rr-A llee 7 408 82 RA TIN GE N - GE RM AN Y |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE G mb H |
Ba lcke -Du rr-A llee 7 408 82 GE GE RA TIN N - RM AN Y |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| PM S S ich erh eits tec hni k K nik atio n G mb H om mu |
Sch rstr aße 70 nor 106 9 D den res |
EU R |
- | Me rge r |
100 .00 |
|
| LU CK PE RS ON AL MA NA GE ME NT Gm bH |
Lei hge ste r W 37 rne eg D-3 539 2 G ies sen GE RM AN Y |
EU R |
- | F.C | 100 .00 |
|
| CK HO ING Gm LU LD bH |
Lei hge ste r W 37 rne eg D-3 539 2 G ies sen GE RM AN Y |
EU R |
- | Me rge r |
- | |
| LU CK GE BA UD ET EC HN IK G mb H |
Blu nst 28 me ras se D-3 542 3 L ich GE RM AN Y |
EU R |
- | F.C | 100 .00 |
| LU CK BE TE ILIG UN GS Gm bH |
Lei hge ste r W 37 rne eg D-3 539 2 G ies sen GE RM AN Y |
EU R |
- | Me rge r |
- | |
|---|---|---|---|---|---|---|
| LS PLA N G mb H |
An de n W eid 7 en D-5 707 8 S ieg en GE RM AN Y |
EU R |
- | F.C | 100 .00 |
|
| EL EK TR O B UC HM AN N G mb H |
Nie der los hei r S 85 tras me se D-6 667 9 L osh eim Se am e GE RM AN Y |
EU R |
- | F.C | 100 .00 |
|
| LU CK BE RA TU NG Gm bH |
Lei hge ste r W 37 rne eg D-3 539 2 G ies sen GE RM AN Y |
EU R |
- | F.C | 100 .00 |
|
| PU LTE EL EK TR OT EC HN IK V ER WA LTU NG S G mb H |
Ob Illb ach 2-4 ere 641 2 H D-5 eili roth gen GE RM AN Y |
EU R |
- | F.C | 100 .00 |
|
| PU LTE EL EK TR OT EC HN IK G mb H & CO . KG |
Ob Illb ach 2-4 ere D-5 641 2 H eili roth gen GE RM AN Y |
EU R |
- | F.C | 100 .00 |
|
| NU HN GE BA UD ET EC HN IK G mb H |
Sp Sch lag 8 eye rer D-6 754 7 W orm s GE RM AN Y |
EU R |
- | F.C | 100 .00 |
|
| SP IE L UC K H OL DIN G G mb H |
Lei hge ste r W 37 rne eg D-3 539 2 G ies sen GE RM AN Y |
EU R |
- | F.C | 100 .00 |
|
| SP IE DE UT SC HLA ND SY ST EM IN TE GR AT ION Gm bH |
Ru sch ben 13 613 9 K AR LS RU HE 5 7 gra - GE RM AN Y |
EU R |
Me rge r |
- | - | - |
| AD VA GO S. A. |
4 Z alo St r & Me eio n A gou sog ve AG IA PA RA SK EV I - G |
EU R |
F.C | 51 .00 |
F.C | 51 .00 |
| CA R.E FA CIL ITY MA NA GE ME NT Gm bH |
rec e Fuh lsb üttl er S tras 399 se 223 09 HA MB OU RG - G ER MA NY |
EU R |
Me rge r |
- | - | - |
| CA R.E FA CIL ITY MA NA GE ME NT KF T |
VA CI UT 76 |
HU F |
F.C | 100 .00 |
F.C | 100 .00 |
| FM GO ! G mb H |
113 3 B UD AP ES T - HU NG AR Y Ge don stra 8 sse |
EU R |
F.C | 74 .90 |
F.C | 74 .90 |
| HO ST Gm bH HO SP ITA L S ER VIC E + TE CH NIK |
808 02 MU NIC H – GE RM AN Y The odo Ste Ka i 7 r - rn - 605 96 FR AN CF OR T S UR LE MA IN - GE RM AN Y |
EU R |
E.M | 25 .10 |
E.M | 25 .10 |
| SC HL OS S H ER RE NH AU SE N G mb H |
He nhä r S tras 3 rre use se 304 19 HA NO VR E – GE RM AN Y |
EU R |
F.C | 100 .00 |
Me rge r |
- |
| SP IE EN ER GY SO LU TIO NS Gm bH |
Alf red stra 23 6 sse 45 133 ES SE N – GE RM AN Y |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE EN ER GY SO LU TIO NS HA RB UR G G mb H |
Fuh lsb üttl er S 399 tras se |
EU R |
F.C | 65 .00 |
F.C | 65 .00 |
| SP IE PO LS KA SP Z. O.O |
223 09 OU RG – G HA MB ER MA NY ul. Pow sin ska 64 A |
PL N |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE FLE ISC HH AU ER Gm bH |
PL- 02- 903 W AR SZ AW A – Po log ne Old enb er A llee 36 urg |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| G. FLE ISC HH AU ER Gm bH |
306 59 HA NN OV ER Kre uzb 31 06 840 DE SS AU stra erg sse |
EU R |
Me rge r |
- | - | - |
| CR OM M U ND CO . G mb H |
RO SS GE LA U – RM AN Y Sie llee 75 76 187 KA RL SR UH E – me nsa |
EU R |
Me rge r |
- | - | - |
| AM AL LIE D M AIN TE NA NC E G mb H |
GE RM AN Y Kö nig -Ge -St ieg 8- 10 org |
EU R |
E.M | 25 .00 |
E.M | 25 .00 |
| SP Gm (ex OT EC IE HA RT MA NN bH HA RT MA NN EL EK TR HN IK Gm ) bH |
211 07 HA MB UR G Kö -Ge -St 8- 10 nig ieg org G 211 07 HA MB UR |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| HE HA NS E P RO JE KT MA NA GE ME NT Gm bH |
Kö nig -Ge -St ieg 8- 10 org 211 07 HA MB UR G |
EU R |
F.C | 100 .00 |
Me rge r |
- |
|---|---|---|---|---|---|---|
| SP IE C OM T G H ( SP ICS Gm ) NE mb IE bH ex |
Alf 23 6 red stra sse ES SE GE 45 133 N – RM AN Y |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| CO MN ET Co uni kat ion ste & Ne tzw erk vic e B erli n G mb H mm ssy me ser |
Am Bo rsig tur m 5 8 135 07 BE RL IN – GE RM AN Y |
EU R |
F.C | 100 .00 |
Me rge r |
- |
| CO MN ET Ha Gm bH nse |
Frie dric h-E ber t-D m 2 45 am 221 59 HA MB UR G – GE RM AN Y |
EU R |
F.C | 100 .00 |
Me rge r |
- |
| CO Co & e G MN ET uni kat ion ste Ne tzw erk vic mb H mm ssy me ser |
er S Bu del tras 27a rge we se 309 16 ISE RN HA GE N |
EU R |
F.C | 100 .00 |
Me rge r |
- |
| CO MN ET Co uni kat ion ste & Ne tzw erk vic e R ion Mi tte mm ssy me ser eg Gm bH |
Frie dric h-E ber t S tras 25 se 341 17 KA SS EL – G ER MA NY |
EU R |
F.C | 100 .00 |
Me rge r |
- |
| CO MN ET Rh ein -Ne cka r G mb H |
Mu nde nhe ime r S 55 tras se 682 19 MA NN HE IM – G ER MA NY |
EU R |
F.C | 100 .00 |
Me rge r |
- |
| CO st G MN ET We mb H |
Ley bol dst 10 ras se ÜR 503 54 H TH – G ER MA NY |
EU R |
F.C | 100 .00 |
Me rge r |
- |
| SP IE A GIS FI RE & SE CU RIT Y O Y ( Ex AG IS FIR E & SE CU RIT Y O Y) |
Va lura uda ntie 19 700 - H els ink i – Fin lan d |
EU R |
F.C | 100 .00 |
Dis al pos |
- |
| SP IE A GIS FI RE & SE CU RIT Y K ft ( Ex AG IS FIR E & SE CU RIT Y T) KF |
Mo vid u. 3 nte eo a 103 NG 7 B uda t – HU AR Y pes |
HU F |
F.C | 100 .00 |
F.C | 100 .00 |
| .O. O.( SP IE A GIS FI RE & SE CU RIT Y S P .Z Ex AG IS FIR E & SE CU RIT Y S P .Z .O. O.) |
UI. Pa lisa dow a 2 0/2 2 01- 940 W Po lan d ars aw |
PL N |
F.C | 100 .00 |
F.C | 100 .00 |
| ÜR GF T G ES EL LSC HA FT F EL EK TR O M BH |
Am Lic htb n 4 0 oge 45 141 ES SE N – GE RM AN Y |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE S AG Ho ldin Gm bH g |
Ba lke -Dü rr-A llee 7 - G 408 78 Ra ting ER MA NY en |
EU R |
Me rge r |
- | ||
| SP IE Info Gra h G ISM obi l G mb H ( Info Gra h G ISM obi l G mb H) p ex p |
571 30 Jou Arc hes – F y-a ux- ran ce |
EU R |
F.C | 100 .00 |
||
| SA G F ina B. V. nce |
He rike rbe 238 rgw eg 110 1 C M A terd – N ede rlan d ms am |
EU R |
F.C | 100 .00 |
||
| SP IE S AG Gm bH (ex SA G G mb H) |
Pitt lers ße 44 tra ( en) – G 632 25 Lan Ess ER MA NY gen |
EU R |
F.C | 100 .00 |
||
| SA G I obi lien Gm bH mm |
Pitt lers tra ße 44 632 25 Lan ( Ess en) – G ER MA NY gen |
EU R |
F.C | 100 .00 |
||
| SP IE S AG Er win Pe ters Gm bH (ex SA G E rwi n P ete rs G mb H) |
Gro ßm bog 21 oor en 210 79 Ha mb – G ER MA NY urg |
EU R |
F.C | 100 .00 |
||
| SP IE V hni ck Gm bH (ex SA G I obi lien Ve ltun ) tec ers ogu ngs mm rwa gs |
Pitt lers ße 44 tra 632 25 Lan ( Ess en) – G ER MA NY gen |
EU R |
F.C | 100 .00 |
||
| SA G V öge altu Gm bH erm nsv erw ng |
Pitt lers tra ße 44 632 25 Lan ( Ess en) – G ER MA NY gen |
EU R |
Me rge r |
- | ||
| SP IE S AG Gr Gm bH (ex SA G G Gm bH ) oup rou p |
Pitt lers tra ße 44 632 25 Lan ( Ess en) – G ER MA NY gen |
EU R |
F.C | 100 .00 |
||
| SA G B ilig s G mb H ete ung |
Pitt lers ße 44 tra 632 25 ( en) – G Lan Ess ER MA NY gen |
EU R |
Me rge r |
- | ||
| Ta r V öge altu Gm bH ma erm nsv erw ng |
Pitt lers tra ße 44 632 25 Lan ( Ess en) – G ER MA NY gen |
EU R |
F.C | 100 .00 |
||
| Bo hle n & Do Gm bH yen |
Ha tstr aße 24 8 up 266 39 Wie – G ER MA NY sm oor |
EU R |
F.C | 100 .00 |
||
| Bo hle n & Do Se rvic nd An lag ech nik Gm bH ent yen e u |
Ha aße 24 8 tstr up – G 266 39 Wie ER MA NY sm oor |
EU R |
F.C | 100 .00 |
||
| SE G L iPro En iete chn ik G mb H erg |
Bay risc he Str aße 12 066 79 Zo rba GE RM AN Y u – |
EU R |
F.C | 100 .00 |
||
| Ele ktro vod , a. s. |
Tra t'ov á 5 74/ 1 619 00 B - C k R blic rno zec epu |
CZ K |
F.C | 100 .00 |
||
| SP Gd k S ( SA G E d G S.A .) IE Elb ud .A. lbu dan sk ans |
87 ul. Ma ark e P ols kej ryn Gd 80- 557 k-P ola nd ans |
PL N |
F.C | 100 .00 |
| SP IE Hu ria Kft .(ex SA G H aria ) nga ung |
Me zök öve sd út 5 -7 |
HU F |
F.C | 100 .00 |
||
|---|---|---|---|---|---|---|
| SP ( SA G E .) IE Ele ctro vod Ex lek trov od, a.s |
011 16 Bud st-H ape ung ary 4C Prie ská voz |
EU R |
F.C | 100 .00 |
||
| SP IE Elb ud Kra kow sp .zo .o |
821 09 Br atis lav a-S lov aki a ul. Płk . St . D bka 8 ą 30- 732 Kr akό w-P ola nd |
PL N |
F.C | 100 .00 |
||
| SP IE ICS AG SU B G RO UP |
||||||
| SP IE S CH WE IZ A G |
Ind ust ries tras 50a se 830 4 W alli sel len – S WI TZ ER LA ND |
CH F |
F.C | 100 .00 |
||
| SP IE ICS AG (ex CO NN EC TIS ) |
So latz 6 nne np ÜC 602 0 E MM EN BR KE – S WI TZ ER LA ND |
CH F |
F.C | 100 .00 |
F.C | 100 .00 |
| OT EL EC TR EC H |
Ch in d Léc hèr 3 em es es 121 7 M EY RIN – S WI TZ ER LA ND |
CH F |
F.C | 100 .00 |
F.C | 100 .00 |
| HA MA RD SA |
Ch in d Léc hèr 3 em es es |
CH F |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE MT S S A ( Ex Sp ie S uis SA ) se |
121 7 M EY RIN – S WI TZ ER LA ND Ch in d Léc hèr 3 em es es 121 7 M EY RIN – S WI TZ ER LA ND |
CH F |
F.C | 100 .00 |
F.C | 100 .00 |
| FA NA C & RO BA S S A |
107 Ru e d e L yon , 120 3 G EN EV E – SW ITZ ER LA ND |
CH F |
F.C | 100 .00 |
F.C | 100 .00 |
| VIS TA CO NC EP T S A |
En tet B reu 186 8 C OL LO MB EY MU RA Z – SW ITZ ER LA ND |
CH F |
F.C | 100 .00 |
F.C | 100 .00 |
| VIS CO M S YS TE M S A |
Ave de s A lpe s 2 9 nue MO – S NT RE UX WI TZ ER LA ND |
CH F |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE IFS SA ( Ex SP IE S CH WE IZ A G) |
Un tere bga 7 re sse 405 8 B AS EL - S WI TZ ER LA ND |
CH F |
F.C | 100 .00 |
Me rge r |
- |
| Co ma pn y |
Ad dre ss |
Co oli da tio ns n ty cu rre nc |
Co eth od ns o m 16* 20 |
% Int st ere /12 /20 31 16 |
Co eth od ns o m 17* 20 |
% Int st ere /12 /20 31 17 |
|---|---|---|---|---|---|---|
| SP IE O IL G AS & SE RV ICE S S UB GR OU P |
||||||
| O I TIO GE MC NT ER NA NA L |
5, Ave de s fr ère s W rig ht nue ZI d u P ont Lo - 64 140 LO NS |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| FO RA ID |
ng 10, Av de l'e ntre ise - P ôle Ed iso pr n |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| AL MA Z S PIE OG S |
958 63 CE RG Y P ON TO ISE CE DE X P.O . Bo x 1 812 3 S AN A' A |
US D |
F.C | 80 .00 |
F.C | 80 .00 |
| FO RA ID A LG ER IE EU RL |
RE PU BL IC OF YE ME N RN 49 |
DZ D |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE O GS CO NG O |
OU AR GL A – AL GE RIA B.P . 31 6 |
CF A |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE O GS GA BO N |
PO INT E N OIR E – CO NG O B.P . 57 9 |
CF A |
F.C | 99 .00 |
F.C | 99 .00 |
| IPE DE X S dn Bhd ( Bru nei ) |
PO GE GA BO RT NT IL – N Lot 41 87, N° 12, Ja lan Pa nde n L ima A |
BN D |
F.C | 100 .00 |
Liq uid ate d |
- |
| IPE DE X G AB ON |
KU AL A B ELA IT B.P . 15 64 |
EU R |
F.C | 90 .00 |
F.C | 90 .00 |
| IPE DE X I ND ON ES IA |
PO RT GE NT IL – GA BO N AN Z T 12 th f loo ow er - r |
US D |
F.C | 90 .00 |
F.C | 90 .00 |
| SP IE O GS ( MA LAY SIA ) SD N B HD |
al S Jal Jen der udi KA V 3 3A an rma n, Lev el 8 Sym hon Ho Blo ck D1 3 p y use , , |
MY R |
F.C | 49 .00 |
F.C | 49 .00 |
| SP IE O GS KI SH LL C ( Iran ) |
Pus at D n D 1 aga nga ana P.O . Bo x 7 941 5 - 131 6 |
US D |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE O GS M IDD LE EA ST LL C ( Ab u D hab i) |
131 6 K ISH IS LA ND I.R IRA N . - P.O . Bo x 4 899 |
AE D |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE O IL & GA S S ER VIC ES |
ES AB U D HA BI – UN ITE D A RA B E MIR AT 10, Av de l'e ntre ise - P ôle Ed iso pr n |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE O GS AS P S DN BH D ( Ma lais ie) |
958 63 CE RG Y P ON TO ISE CE DE X Lev el 8 Sym hon Ho Blo ck D1 3 p y use , , |
MY R |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE O GS TH AIL AN D L td |
Pus at D n D 1 aga nga ana Sh 101 0, ina tra tow III wa er |
TH B |
F.C | 100 .00 |
F.C | 100 .00 |
| SO NA ID (a ) |
27t h F loo Un it 2 702 r, Ru a A mil Ca bra l n° 211 car |
US D |
E.M | 55 .00 |
E.M | 55 .00 |
| SP IE NIG ER IA L td |
Ed ific io I RC A - 9° et 10° An dar 55 Tra Am adi Ind rial La ust ut ns yao |
NG N |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE O IL & GA S S VIC ES ER VE NE ZU ELA |
PO RT HA RC OU RT – N IGE RIA Esq uin a P te V icto ria uen |
VE F |
F.C | 100 .00 |
F.C | 100 .00 |
| EN ER FO R |
Ed ific io C ent ro V illas mil iso 6, ofic ina 61 7 , p 10, Av de l'e ntre ise - P ôle Ed iso pr n |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| YC OM AZ |
958 63 CE RG Y P ON TO ISE CE DE X 10, Av de l'e ise - P ôle Ed iso ntre pr n |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| GT GE MH NI RIA |
958 63 CE RG ON TO ISE CE Y P DE X Plo t 10 7 tr Am adi ind La t ans us. you |
NG N |
F.C | 100 .00 |
F.C | 100 .00 |
| AS B P RO JEC TS & RE SS OU RC ES PT E L TD |
PO RT - H AR CO UR T – NI GE RIA 80 Ra ffle lac 26. 01 UO B P laz 1 s p e - za |
US D |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE O IL & GA S S ER VIC ES SA UD I |
Sin 04 862 4 gap ore Al Ma fleh Bu ildi 2nd Flo n,g or , or C - C Lab ity, Kin Ab dul azi z R oad s 7 Bu ildi g ros ng , |
SA R |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE L YB IA |
726 3 - Un it 1 To uris t C ity Ga h rga res |
LY D |
F.C | 65 .00 |
F.C | 65 .00 |
| SP IE O GS BE LG IUM |
TR IPO LI Ru e d deu s 1 50 es x g are 107 0 B RU XE LLE S – BE LG IUM |
EU R |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE T EC NIC OS DE AN GO LA LIM ITA DA |
Ave nid a C nte Ki Ky end °30 9 om ma ma a n bai da Boa Vis ta no rro |
US D |
F.C | 75 .00 |
F.C | 75 .00 |
|---|---|---|---|---|---|---|
| SP IE O GS VI ET NA M L TD |
Sa igo n T 29, Le Du Bo ule d ow er, an var Dis tric t 1 |
VN D |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE ED GO EN ER GY VE NT UR ES LIM ITE D |
PO Bo x 7 498 0, Em Sq Bu ildi 4, Lev el 7 Un it aar uar e, ng 702 |
AE D |
F.C | 100 .00 |
F.C | 100 .00 |
| 749 80 DU BA I - U NIT ED AR AB EM IRA TE S |
||||||
| SP IE PL EX AL ( Tha ilan d) Ltd |
N°5 Ra Tow 1 - 14t h F loo Un its 140 1-1 404 55, sa er r - - Ch k S Pa hol thin Ro ad atu cha ub- dis tric t yo Ch atu cha k D istr ict - B kok – T HA ILA ND E ang |
TH B |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE O IL A ND GA S S ER VIC ES PT Y L TD |
18t h F loo 140 St G 's T r, eor ge err ace PE RT H W A 6 000 – A US TR AL IA |
AU D |
F.C | 100 .00 |
F.C | 100 .00 |
| SE RV ICE S P ET RO LE UM & IND US TR IAL EM PLO YE ME NT ( SP IEM ) |
PO BO X 1 5 AB U D HA BI - UN ITE D A RA B E MIR AT ES |
AE D |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE O GS D ( ) LIM ITE UK |
Gra Str 33 hur ch eet cec EC 3V OB T L ON DO N |
GB P |
F.C | 100 .00 |
F.C | 100 .00 |
| SP IE O GS JB L L imi ted |
P.O . Bo x 7 498 0 E ar S re B uild ing Le vel 7 Un it 7 02 ma qua Do n D UB AI - U NIT ED AR AB EM IRA TE S tow wn |
AE D |
F.C | 100 .00 |
||
| SP IE S VIC ES GE ER NI RIA LT D |
55 Tra Am adi Ind ust rial La t ns you PO RT HA RC OU RT – N IGE RIA |
NG N |
F.C | 100 .00 |
F.C | 100 .00 |
(a) Sonaid has been consolidated under the Equity Method in the Group accounts in 2016
* Conso methods: F.C. Full Consolidation/ .E.M.: Equity Method.