ANALYSIS OF THE CHANGEOVER FROM FRENCH GAAP TO IFRS

Transcription

1 ANALYSIS OF THE CHANGEOVER FROM FRENCH GAAP TO 1 BACKGROUND 2 PRINCIPLES ADOPTED TO PREPARE THE GROUP S FIRST FINANCIAL STATEMENTS IN ACCORDANCE WITH 3 IMPACT ON THE BALANCE SHEET AT 01/01/ IMPACT ON THE BALANCE SHEET AT 30/06/ IMPACT ON THE INCOME STATEMENT AT 30/06/2004 AND 31/12/ IMPACT ON THE CASH FLOW STATEMENT AT 30/06/2004 AND 31/12/ IMPACT ON THE SHAREHOLDERS' EQUITY CHANGES STATEMENT AT 01/01/2004, 30/06/2004 AND 31/12/2004

2 > ANALYSIS OF THE CHANGEOVER FROM FRENCH GAAP TO BACKGROUND In accordance with EC regulation 1606/2002 of 19 July 2002 of international accounting standards, GL events group consolidated statements for the period ending 31 December 2005 will be prepared according to IAS/ applicable as of 31 December 2005 as approved by the European Union. The first complete statements to be published according to these new accounting standards will be for the 2005 period with a comparison for 2004 established on the basis of the same standards, including IAS 32 and IAS 39. In light of the publication of a comparison for 2004, and the recommendation of the French market authorities (AMF) concerning disclosures during the transition period, GL events has produced a report for 2004 for the changeover to IAS/ presenting the forecasted impact of on: The balance sheet on the transition date of 1 January 2004, on which the final impact of the transition will be recorded under shareholders' equity when the 2005 consolidated statements are published; an analysis at 31 December 2004 of the balance sheet prepared on the basis of French GAAP vs. ; an analysis of the interim income statement at 30 June 2004 prepared on the basis of French GAAP vs. ; an analysis of the 2004 income statement prepared on the basis of French GAAP vs. ; an analysis of the interim cash flow statements at 30 June 2004 prepared on the basis of French GAAP vs. ; an analysis of the cash flow statement at 31 December 2004 prepared on the basis of French GAAP vs. ; an analysis of the shareholders' equity changes statement at 1 January 2004 prepared on the basis of French GAAP vs.. The statements prepared for the purposes of comparison have been reviewed by the Audit Committee and audited by the Statutory Auditors. PRINCIPLES RETAINED TO PREPARE THE GROUP S FIRST FINANCIAL STATEMENTS IN ACCORDANCE WITH The preparation of 2004 information has been based on standards and interpretations published at 31 December 2004 and adopted by the European Union in addition to the optional provisions retained by Management of GL events. The optional provisions retained by Management and exemptions used are those GL events expects to adopt for its first consolidated annual statements in 2005 under. Subsequent changes of in 2005 that might be introduced could nevertheless result in modifications to the opening balance sheet of 1 January 2004 and the 2004 statements restated according to when the 2005 consolidated statements are published. For 2004 information, GL events has applied all / IFRIC standards and interpretations whose application is mandatory as of 1 January 2005 and in advance for standards IAS 32 and IAS 39 concerning instruments starting 1 January For the treatment of public service management contracts and venue concessions for exhibitions centers, the standard is still under discussion. Because the IFRIC has published draft interpretations on 3 March 2005 for the treatment of these activities, final approval by the IASB is expected in the second half of At present, the treatment of public service management and concession agreements of the Group does not fall under the scope of this standard. Pending the

3 > ANALYSIS OF THE CHANGEOVER FROM FRENCH GAAP TO publication of the final interpretations of the IFRIC, GL events has opted to maintain, at this stage, in the balance sheets prepared on a basis of at 1 January 2004 and 31 December 2004, the accounting policies it currently applies in its statements prepared in accordance with French GAAP, i.e. along the lines of an operating lease. Restatements in connection with the first-time application of IAS / As provided for under 1 First-time application of international reporting standards, for its opening balance sheet, the Group has decided to: - continue to apply historical costs for noncurrent assets and in consequence not proceed with their remeasurement; - apply IAS 32 and 39 on instruments as of the 2004 year; - restate business combinations occurring prior to 1 January 2004 ; - opt for the elimination of translation s at 1 January 2004, relating to translation into euros of the statements of subsidiaries with a another operating currency. - apply 2 share-based payment for plans implemented after 7 November Impact of the changeover to IAS / The principal impact of the application of the new standards, beyond changes of form in the presentation of statements, is relatively limited and concern: - goodwill that as of 1 January 2004 will no longer be amortized; - the cancellation of deferred expenses. Presentation of principal changes made pursuant to the application of IAS / IAS 1 - Presentation of statements GL events has decided to apply the recommendations of the of the national French accounting body (Conseil National de la Comptabilité) 2004-R.02 of 27 October 2004 concerning the presentation of the statement, cash flow statement and changes in shareholders' equity statement. This recommendation is in compliance with the principles set forth in IAS 1 Presentation of Financial Statements. Income statement Given business practice and the nature of the activity, the presentation of the income statement by nature of income and expenses, considered preferable to presentation by function, was maintained. Key modifications having an impact on the income statement are: - the notion of operating profit and current operating profit, whereby the difference between is that other operating income expenses must include only a very limited number of items, unusual and infrequent involving a significant amount, generally subject to disclosures; - the elimination of extraordinary items. Balance sheet The principal changes include: - the breakdown of assets between current and noncurrent; - the inclusion of minority interests in shareholders' equity. Cash flow statement No modifications resulting from the change in accounting standards have been made to net cash as the only differences in relation to the previous presentation concerned reclassifications and the introduction of further detail.

4 > ANALYSIS OF THE CHANGEOVER FROM FRENCH GAAP TO 3 Business combinations Goodwill recorded on consolidation under French GAAP is included with other goodwill. The revised IAS 36 eliminates the amortization of goodwill that is instead henceforth tested annually for impairment (and whenever there is evidence of impairment) for intangible assets with unspecified lifespans and for goodwill resulting from a business combination. The amortization recorded under French GAAP for 2004 was accordingly reversed under. As indicated in note 1 of the "Methods of Valuation" of the consolidated statements (page 64 of the 2004 annual report), impairment tests for intangible assets are carried out on the basis of the discounted cash flow method previously implemented by the Group. IAS 38 - Intangible assets Pre-opening and start up costs that do not meet the criteria under IAS 38 to be capitalized are expensed. Under French GAAP, the expenses were capitalized and amortized over a period of three to five years. The net value at 1 January 2004 of pre-opening and start up expenses were eliminated by a charge to shareholders equity. The treatment is identical for deferred expenses that do not meet the criteria under IAS 38 to be capitalized. IAS 16 Property, Plant, equipment Property, plant, equipment continue to be recorded in the balance sheet at their historical acquisition cost. They are accordingly not subject to remeasurement. In light of procedures applied in prior years, the application of IAS 16 Property, Plant, Equipment has no impact on the Group statements. 2 Stock-options 2 Stock-Based Payment, published in February 2004, concerns the transactions carried out with personnel or other third parties or involving shares. Its application to GL events concerns solely Stock options granted to personnel. As allowed for under this standard, only options granted starting 7 November 2002 have been taken into account. IAS 39 Financial instruments Financial instruments are recorded at fair value. Out of the total instruments used by the group, a single fair value hedge qualified as speculative in respect to IAS 39 was identified. In consequence, gains or losses on remeasurement to fair value are recorded under net profit or loss for the period. The other instruments are cash flow hedges whose fluctuations in value will be recognized as changes in reserves for the effective portion and as changes in the income statement for the ineffective portion.

5 > IMPACT ON THE BALANCE SHEET AT 01/01/2004 ASSETS 01/01/04 Net ( thousands) French gaap IAS 1 IAS 38 IAS 38 3 IAS 39 1 reclassificat preopening ion costs start-up costs and deferred goodwill currency amortizatio translation instruments n 01/01/04 Net Goodwill 96, ,780 Other intangible fixed assets 2,787 (320) (6) 2,461 Land and constructions 9,623 9,623 Other tangible fixed assets 9,383 9,383 Equipment for rental 52,917 52,917 Deferred taxes 2,089 1, ,560 Long term investments 3,738 3,738 NON CURRENT ASSETS 175,045 2, ,463 Inventories and work in progress 11,345 11,345 Trade receivables 84,116 84,116 Other receivables 19,119 19,119 Deferred taxes 2,089 (2,089) Prepaid expenses 6,825 (3,365) (527) 2,933 Short term investments 43,904 43,904 Cash and cash equivalents 11,735 11,735 CURRENT ASSETS 179,133 (2,089) (3,365) (527) 173,152 TOTAL 354,178 (2,395) (353) ,615

6 > IMPACT ON THE BALANCE SHEET AT 01/01/2004 LIABILITIES & SHAREHOLDER'S EQUITY ( thousands) French gaap reclassificat preopening ion costs 01/01/04 IAS 1 IAS 38 IAS 38 3 IAS /01/04 start-up costs and deferred goodwill amortizatio n instruments currency translation Share Capital 54,147 54,147 Consolidated Reserves 53,373 (1,916) (350) (592) (2,789) 47,727 Currency translation (2,789) 2,789 0 Net profit / (loss) for the period 12,759 12,759 Group Shareholder's Equity 117,491 (1,916) (350) (592) 114,633 Minority Interests 2,989 (479) (1) 185 2,694 TOTAL SHAREHOLDER S EQUITY 120,480 (2,395) (350) 185 (592) 117,327 Commitments and contingencies 4,105 (2,723) 1,382 Deferred Taxes 2,221 (2) (309) 1,910 Borrowings and other debt 63, ,640 NON CURRENT LIABILITIES 6,326 61,015 (2) ,931 Commitments and contingencies 2,723 2,723 Borrowings and other debt 88,411 (63,738) 24,673 Bank overdrafts 10,853 10,853 Payments received on orders in progress 4,573 4,573 Accounts payable 54,604 54,604 Tax and social 34,688 34,688 Other liabilities 10,016 10,016 Accrued expenses 24,226 24,226 CURRENT LIABILITIES 227,372 (61,015) 166,356 TOTAL 354,178 (2,395) (353) ,615

7 > IMPACT ON THE BALANCE SHEET AT 31/12/2004 ASSETS 31/12/04 Net ( thousands) French gaap IAS 1 IAS 38 IAS 38 3 IAS 39 1 reclassificat ion preopening costs start-up costs and deferred goodwill currency amortizatio translation instruments n 31/12/04 Net Goodwill 106,167 2, ,267 Other intangible fixed assets 3,041 (2) 3,039 Land and constructions 8,896 8,896 Other tangible fixed assets 12, ,267 Equipment for rental 57,898 57,898 Deferred taxes 2,285 1, ,243 Long term investments 4,482 (106) 4,376 NON CURRENT ASSETS 192,723 2,285 1, ,099 (106) 198,985 Inventories and work in progress 13,533 13,533 Trade receivables 92,308 92,308 Other receivables 25,238 25,238 Deferred taxes 2,285 (2,285) Prepaid expenses 8,679 (5,375) (129) 3,175 Short term investments 58,391 58,391 Cash and cash equivalents 15,852 15,852 CURRENT ASSETS 216,284 (2,285) (5,375) (129) 208,495 TOTAL 409,008 (3,439) (81) 2,099 (106) 407,481

8 > IMPACT ON THE BALANCE SHEET AT 31/12/2004 LIABILITIES & SHAREHOLDER'S EQUITY ( thousands) French gaap reclassificatio preopening n costs 31/12/04 IAS 1 IAS 38 IAS 38 3 IAS /12/04 start-up costs and deferred goodwill currency amortizatio translation instruments n stockoptions Share Capital 54,882 54,882 Consolidated Reserves 62,428 (1,916) (350) (622) (2,789) 58 56,810 Currency translation (3,048) (9) 2,705 (352) Net profit / (loss) for the period 14,014 (879) 281 1, (58) 15,428 Group Shareholder's Equity 128,277 (2,795) (68) 1,864 (444) (65) 0 126,768 Minority Interests 3,522 (699) 236 3,058 TOTAL SHAREHOLDER S EQUITY 131,798 (3,493) (68) 2,099 (444) (65) 129,827 Commitments and contingencies 4,629 (3,017) (41) 1,571 Deferred Taxes 2, (13) (227) 2,150 Borrowings and other debt 86, ,581 NON CURRENT LIABILITIES 6,964 83, (13) 444 (41) 91,302 Commitments and contingencies 3,017 3,017 Borrowings and other debt 114,769 (86,910) 27,859 Bank overdrafts 8,883 8,883 Payments received on orders in progress 2,355 2,355 Accounts payable 56,361 56,361 Tax and social 38,734 38,734 Other liabilities 16,935 16,935 Accrued expenses 32,208 32,208 CURRENT LIABILITIES 270,245 (83,893) 186,352 TOTAL 409,008 (3,439) (81) 2,099 (106) 407,481

9 > IMPACT ON THE INCOME STATEMENT AT 30/06/2004 ( thousands) 30/06/04 IAS 38 IAS 38 3 IAS 39 2 IAS 1 IAS 1 IAS 1 30/06/04 reclassification start-up costs start-up costs reclassification preopening goodwill production in reclassification French gaap and deferred anddeferred costs amortization instruments stock and exceptionnal transfer fixed prod. Sales Change in inventories 4, , ,660 Other income 2,980 (864) (160) (729) 396 1,623 Operating income 189,362 (864) (160) (729) (4,723) ,283 Raw materials used in production (16,708) External (92,491) Taxes and duties (3,695) Personnel expenses, employee profit sharing (48,073) Depreciation and provisions (12,755) (2) 105 (4,723) 2, ,738 (16) (14,381) (90,180) (3,695) (47,276) (586) (13,235) Other operating expenses (1,237) (573) (1,810) Operating (174,958) INCOME FROM ORDINARY OPERATIONS 14,404 (864) (56) Other operating income and expenses OPERATING PROFIT 14,404 (864) (56) (16) 729 4,723 (1,159) (170,578) (16) 0 0 (763) 12, (16) 0 0 (734) 12,734 Financial income 1, ,650 Financial (2,228) (2,228) NET FINANCIAL CHARGE (901) (577) INCOME BEFORE TAX 13,503 (864) (56) 323 (16) (734) 12,156 Exceptionnal income 448 (448) Exceptionnal (1,182) 1,182 EXCEPTIONAL PROFIT / (LOSS) (734) Income tax (4,214) (111) NET PROFIT OF FULLY CONSOLIDATED COMPANIES 8,556 (562) (38) 212 (16) Goodwill amortization (895) 895 NET PROFIT OF FULLY CONSOLIDATED COMPANIES 7,661 (562) (38) (16) Minority interests (419) 112 (1) (23) NET CONSOLIDATED GROUP PROFIT 7,242 (449) (38) (16) 734 (4,003) 0 8, ,153 (331) 7,822 Average number of shares 13,536,803 Net earnings per shares (in euros) 0.53 Diluted number of shares 14,476,996 Fully diluted earnings per shares (in euros) ,547, ,444,

10 > IMPACT ON THE INCOME STATEMENT AT 31/12/2004 ( thousands) 31/12/04 IAS 38 IAS 38 3 IAS IAS 1 IAS 1 IAS 1 31/12/04 reclassification start-up costsstart-up costs currency reclassification preopening goodwill production in reclassification French gaap and deferred anddeferred translation costs amortization instruments stock and exceptionnal transfer fixed prod. Sales 355, ,474 Change in inventories 7,203 (7,203) Other income 12,045 (1,883) (97) (4,337) 1,192 6,920 Operating income 374,722 (1,883) (97) (4,337) (7,203) 1, ,394 Raw materials used in production (39,805) (44) 4,336 External (175,563) 29 4,186 2,261 Taxes and duties (7,324) 34 (5) Personnel expenses, employee profit sharing (96,198) (58) Depreciation and provisions (25,345) (35,513) (169,087) (7,294) (95,659) (635) (25,289) Other operating expenses (2,234) (1,853) (3,913) Operating (346,470) INCOME FROM ORDINARY OPERATIONS 28,252 (1,690) 431 Other operating income and expenses OPERATING PROFIT 28,252 (1,690) 431 (58) 4,337 7,203 (2,489) (336,755) (58) 0 0 (1,296) 25,639 (13) (13) (58) 0 0 (1,309) 25,626 Financial income 2, ,464 Financial (4,534) 17 (4,517) NET FINANCIAL CHARGE (2,348) (2,053) INCOME BEFORE TAX 25,904 (1,690) (58) (1,309) 23,573 Exceptionnal income 3,687 (41) (3,646) 0 Exceptionnal (4,997) 41 4,956 0 EXCEPTIONAL PROFIT / (LOSS) (1,309) 0 1,309 0 Income tax (7,903) 591 (148) (98) (7,558) NET PROFIT OF FULLY CONSOLIDATED COMPANIES 16,692 (1,098) (58) ,015 Goodwill amortization (1,924) 1,924 0 NET PROFIT OF FULLY CONSOLIDATED COMPANIES 14,768 (1,098) 282 1, (58) 16,015 Minority interests (754) 220 (1) (51) (586) NET CONSOLIDATED GROUP PROFIT 14,014 (879) 281 1, (58) 15,428 Average number of shares 13,547,845 13,547,845 Net earnings per shares (in euros) Diluted average number of shares 14,444,496 14,444,496 Fully diluted earnings per shares (in euros)

11 > IMPACT ON THE CASH FLOW STATEMENT AT 30/06/2004 ( thousands) 30/06/2004 IAS 38 IAS 38 3 IAS /06/2004 start-up costs and goodwill French gaap preopening costs stock options deferred amortization instruments Cash at the beginning of the year OPERATING ACTIVITIES Net profit (449) (38) (16) Elimination of income and expenses with no cash effect or not a result on operating activities Depreciation and provisions (105) (895) Unrealised gains and losses from remeasurement to fair value (323) (323) Expenses and incomes in connection with stock options Charges transferred ti deferred (160) Net capital gains and losses on asset disposal (356) (356) Minority interests in net consolidated profit 419 (112) Deferred tax expense / (income) (386) (302) (19) 111 (596) Operating cash flow (864) (2) Change in inventories (2 548) (2 548) Change in accounts receivable and deferred income (19 394) (19 394) Change in accounts payable, deferred Change in other balances Change in working capital needs (12 938) 0 (12 938) Net cash flow by operating activities (A) (864) (2) INVESTMENT ACTIVITIES Acquisition of tangible and rental equipment (14 990) (14 990) Acquisition of intangible fixed assets (1 637) (771) Disposal of tangible and intangible assets Purchase of long term investments (320) (320) Sale of long term investments Net cash flow from the acq. and disposal of subsidiaries (2 513) (2 513) Net cash used in investing activities (B) (17 915) (17 049) FINANCING ACTIVITIES Share capital increases Dividends paid to shareholders (5 006) (5 006) Dividends paid to the minority shareholders 0 Proceed from new loans Repayment of loans (12 579) (12 579) Net cash provided by financing activities (C) Impact of exchange rate movements (D) Net change in cash (A+B+C+D) (11 085) (11 085) Cash and cash equivalents at year end

12 > IMPACT ON THE CASH FLOW STATEMENT AT 31/12/2004 ( thousands) 31/12/2004 IAS 38 IAS 38 3 IAS /12/2004 currency preopening start-up costs and goodwill French gaap translation stock options costs deferred amortization instruments Cash at the beginning of the year OPERATING ACTIVITIES Net profit (879) (58) Elimination of income and expenses with no cash effect or not a result on operating activities Depreciation and provisions (193) (499) (1 924) Unrealised gains and losses from remeasurement to fair value (276) (276) Expenses and incomes in connection with stock options Charges transferred ti deferred (97) 97 0 Net capital gains and losses on asset disposal Minority interests in net consolidated profit 754 (220) Deferred tax expense / (income) (590) (591) (935) Operating cash flow (1 883) Change in inventories (1 197) (1 197) Change in accounts receivable and deferred income (3 083) (3 083) Change in accounts payable, deferred Change in other balances (699) (18) (718) Change in working capital needs (4 066) 0 0 (18) (4 085) Net cash flow by operating activities (A) (1 883) INVESTMENT ACTIVITIES Acquisition of tangible and rental equipment (26 493) (29) (26 522) Acquisition of intangible fixed assets (3 599) (1 717) Disposal of tangible and intangible assets Purchase of long term investments (1 406) (1 406) Sale of long term investments Net cash flow from the acq. and disposal of subsidiaries (9 244) (9 244) Net cash used in investing activities (B) (36 848) (29) (34 994) FINANCING ACTIVITIES Share capital increases Dividends paid to shareholders (5 006) (5 006) Dividends paid to the minority shareholders (193) (193) Proceed from new loans Repayment of loans (24 609) (24 609) Net cash provided by financing activities (C) Impact of exchange rate movements (D) (260) (260) Net change in cash (A+B+C+D) Cash and cash equivalents at year end

13 > IMPACT ON THE SHAREHOLDERS' EQUITY CHANGES STATEMENT AT 01/01/2004, 30/06/2004 AND 31/12/2004 (thousands of and shares) Share Capital & Reserves at 01/01/2004 French gaap Total Number of shares (thousan ds) Share capital Primium s Part du groupe Reserve s Net profit for the period Currency translati on adjuste ment Total Group Minority interests 120,480 13,537 54,147 14,195 39,179 12,759 (2,789) 117,491 2,989 IAS 38 preopening costs (2,395) (1,916) (1,916) (479) IAS 38 start-up costs and deferred (350) (349) (349) (1) 3 goodwil amortization IAS 39 instruments (592) (592) (592) 1 currency translation 0 (2,789) 2,789 0 Share Capital & Reserves at 01/01/ ,327 1, ,147 14,195 33,532 12, ,633 2,694 Share Capital & Reserves at 30/06/2004 French gaap 124,057 1, ,147 14,195 46,933 7,242 (2,074) 120,444 3,613 IAS 38 preopening costs (2,957) (1,916) (449) (2,365) (591) IAS 38 start-up costs and deferred (388) (350) (38) (388) (0) 3 goodwil amortization 1, IAS 39 instruments (414) (627) 212 (414) 2 stock-options 0 16 (16) 0 1 currency translation (65) (2,789) 2,724 (65) Share Capital & Reserves at 121,312 1, ,147 14,195 41,268 7, ,083 3,230 30/06/2004 Share Capital & Reserves at 31/12/2004 French gaap 131,798 1, ,882 15,508 46,920 14,014 (3,048) 128,277 3,522 IAS 38 preopening costs (3,493) (1,916) (879) (2,795) (699) IAS 38 start-up costs and deferred (68) (350) (281) (68) (0) 3 goodwil amortization 2,099 1,873 (9) 1, IAS 39 instruments (444) (622) 178 (444) 2 stock-options 0 58 (58) 0 1 currency translation (65) (2,789) 18 2,705 (65) Share Capital & Reserves at 31/12/ ,827 1, ,882 15,508 41,302 15,428 (352) 126,768 3,058