Gruppo Bracco
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BRACCO IMAGING S.p.A. a sole shareholder company subject to management and coordination by Bracco S.p.A. Registered office - Via Folli, 50, Milan Share capital Euro 102,900,000 wholly paid Milan Register of Companies and Tax Number: 007785990156 Milan Business Database/R.E.A. no 1182274 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013 1 COMPANY INFORMATION Bracco Imaging S.p.A. is a joint stock company (“società per azioni”) incorporated in Italy and registered with the Milan Register of Companies. Its registered office is at Via Folli, 50 – Milan. The Company is wholly owned by its parent company Bracco S.p.A. The main activities of the company and its subsidiaries are described in the Directors’ Report. The consolidated financial statements are expressed in thousands of Euro. Foreign activities are included in the consolidated financial statements based on the accounting principles described in these Notes. 2 ADOPTION OF INTERNATIONAL ACCOUNTING STANDARDS Following the introduction of Legislative Decree 38/2005 – regulating the possibility to prepare stand alone and consolidated financial statements in compliance with International Accounting Standards on the basis of the options set out by Article 5 of Regulation (EC) no 1606/2002, issued by the European Parliament and the Council of Europe in July 2002 – the Bracco Imaging S.p.A. Group (hereafter the Group) voluntarily adopted these accounting standards with effect from preparation of the consolidated financial statements at December 31, 2006. Therefore, effective from January 1, 2006, the Group applied International Accounting Standards (“IAS/IFRS) and the relevant interpretations by the IFRIC, previously called the Committee (“SIC”), as approved by the European Commission and considered applicable to the transactions entered into by the Group. The Group has decided not to adopt IFRS 8 “Operating Segments” and IAS 33 “Earnings per Share” as holding company Bracco Imaging S.p.A. does not fall within the parameters that make application of said standards obligatory (company with listed shares or company filing its financial statements with a Stock Exchange Commission for the purposes of issuing ordinary shares on a regulated public market). Bracco Imaging Group – Notes to the consolidated financial statements at December 31, 2013- page 1 The financial statements and information contained in these consolidated financial statements have been prepared in accordance with IAS 1. International Accounting Standards and the relevant interpretations in force as at December 31, 2013 have been applied. The amounts reported in these financial statements are accompanied by comparative amounts from the prior year financial statements as prepared and disclosed on a consistent basis. The consolidated financial statements comprise the obligatory schedules (statement of profit and loss, statement of comprehensive income, statement of financial position, statement of changes in equity and statement of cash flows) and are accompanied by these notes. The consolidated financial statements have been prepared on a going concern basis. Bracco Imaging Group – Notes to the consolidated financial statements at December 31, 2013- page 2 3 CHANGES TO SCOPE OF CONSOLIDATION AND NON-RECURRING TRANSACTIONS The changes in the Group scope of consolidation in 2013 and 2012 are summarised below: 2013 reporting period The Group scope of consolidation did not change during the 2013 reporting period. The following non-recurring transactions took place: Acquisition of radiology injectors business In January 2013, through subsidiary Bracco Injeneering S.A., the Group completed the acquisition from associated company Acist Medical System Inc. of its business in the radiology contrast injectors segment for a price of Euro 12.7 million. The price was determined based on an independent appraisal. This transaction led to the recognition of intangible assets with a total value of Euro 4.2 million (See Note “19 Intangible Assets”). It is classed as a transaction under common control as it took place between companies belonging to the same Group. Accordingly, as required by IAS/IFRS, the difference between the consideration paid and the net carrying amount of the assets acquired – Euro 8.5 million – was allocated to a specific reserve, reducing shareholders’ equity (See Note “30.4 Other Reserves”). The balance sheet items acquired by the Group are shown in the following table: Purchase price €/thousand at January 1st 2013 Ne t Book Value allocation Fa ir value Intangible assets 4,162 4,162 Other reserves 8,495 8,495 Purchase price paid 12,657 Disposal of HPPD Business In August 2013, the Group completed the sale of the assets and property of the HPPD (Healthcare Protective Product Division) business for a price of USD 26 million plus royalties on future sales. It generated a net gain on the sale of USD 10.5 million. We also note that the SPA provides for a commitment by the Group to continue to perform production for the buyer for a period of three years. South Korean Market Through subsidiary Bracco Imaging Korea, the Group has completed the transfer of the ”import product registration” and related licences and authorisations for the Korean market for a total price of USD 12 million, which was paid in the years 2010-2013. In accordance with IAS/IFRS, this transaction led – on the basis of an independent appraisal – to the recognition of intangible assets of Euro 8.3 million and goodwill of Euro 1 million. 2012 Reporting period In 2012, the Group completed the acquisition from the Justesa Group of 100% of the share capital of three commercial companies in Latin America (in Brazil, Argentina and Mexico). Bracco Imaging Group – Notes to the consolidated financial statements at December 31, 2013- page 3 In accordance with IAS/IFRS, the balance sheet assets and liabilities of the companies acquired were recorded in the consolidated financial statements at fair value, as determined based on an independent appraisal. As required by IAS/IFRS, the financial statements of the companies acquired were consolidated on a line-by- line basis from the date of acquisition and, therefore, contributed to the results of the Group for a period of around eight months in 2012. Bracco Imaging Group – Notes to the consolidated financial statements at December 31, 2013- page 4 4 SUMMARY OF ACCOUNTING POLICIES AND VALUATION CRITERIA General principles The criterion generally adopted when accounting for assets and liabilities (after the date of transition to IAS/IFRS when certain assets were recorded at fair value rather than at cost) is historical cost, except for financial instruments which are recorded at fair value in accordance with IAS 39. Details of the structure and content of the financial statements adopted in accordance with IAS 1 are provided below. Details of the key accounting principles and valuation criteria applied when preparing these financial statements are also provided. Financial statements: structure and content The Consolidated Income Statement has been prepared with revenues and costs classified by type. It shows the operating profit and profit before taxation so as to provide a better representation of the performance of ordinary operating activities. The “Consolidated Statement of Comprehensive Income” has been prepared starting from the net profit and highlights the other items relating to comprehensive income net of the related tax effects. These items include changes in: . The reserve for the effective portion of gains and losses on cash flow hedges (Hedging reserve); . The reserve relating to the Employee Severance Indemnity for actuarial gains and losses from defined benefit plans; . The reserve for gains and losses resulting from restatement at fair value of financial instruments classified as available for sale; . The reserve for translation into Euro of financial statements of foreign companies. The Consolidated Statement of Financial Position has been prepared based on a split between "current/non- current" assets and liabilities. Assets/liabilities are classified as current when they meet any of the following criteria: . they are expected to be realised or settled, sold or utilised during ordinary business activities; or . they are held mainly for trading purposes; or . they are expected to be realised or settled within twelve months of the reporting date. If none of the three conditions are met, the assets/liabilities are classified as non-current. The Consolidated Statement of Cash Flows has been prepared using the indirect method. The Consolidated Statement of Changes in Shareholders’ Equity shows the changes in shareholders’ equity items in relation to: . the allocation of net profit for the year of the parent company and the subsidiaries to minority shareholders; . amounts relating to transactions with shareholders (sale and purchase of treasury shares); . as required by IAS/IFRS, each profit and loss item, net of any tax effect, is allocated directly to shareholders’ equity (actuarial gains or losses on valuation of defined benefit plans) or is covered by a shareholders’ equity reserve (effect of transactions under common control whose impact is reflected directly under Group shareholders’ equity); . the restatement at fair value of financial instruments classified as available for sale; . the effect of any changes in accounting principles. For each significant item included in the above schedules, references should be made to the subsequent notes which provide information thereon