7.10
Notes to the company financial statements

 

 

A. General

The company financial statements are part of the 2017 financial statements of Accell Group N.V..

B. Basis of preparation

The company financial statements have been prepared in accordance with Title 9, Book 2 of the Netherlands Civil Code. For setting the principles for the recognition and measurement of assets and liabilities and determination of the result for its company financial statements, Accell Group makes use of the option provided in section 2:362(8) of the Netherlands Civil Code. This means that the principles for the recognition and measurement of assets and liabilities and determination of the result (hereinafter referred to as principles for recognition and measurement) of the company financial statements of Accell Group are the same as those applied for the consolidated EU-IFRS financial statements. A reference is made to paragraph 5.6 Notes to the consolidated financial statements for a description of these principles.

i. Reclassification

In order to enable comparability with 2017 the 2016 figures are reclassified. It concerns the following reclassifications:

  • Loans to group companies of € 35,7 million from financial fixed assets to current assets;
  • Loans from group companies of € 22,6 million from long-term liabilities to current liabilities.

ii. Participating interests in group companies

Participating interests in group companies are accounted for in the company financial statements according to the net equity value, with separate presentation of the goodwill component under intangible fixed assets.

iii. Result of participating interests

The share in the result of participating interests consists of the share of Accell Group in the result of these participating interests. Results on transactions involving the transfer of assets and liabilities between Accell Group and its participating interests and mutually between participating interests themselves, are eliminated to the extent that they can be considered as not realized.

 

28.  Goodwill

Changes in goodwill are as follows:

  2017 2016
  € x 1,000 € x 1,000
Cost
Balance at 1 January 10,939 4,342
Investments as a result of business combinations - -
Legal restructuring - 5,059
Currency translation differences 943- 1,538
Balance at 31 December 9,996 10,939
Accumulated impairments
Balance at 1 January - -
Impairments - -
Balance at 31 December - -
Carrying amount
Balance at 1 January 10,939 4,342
Balance at 31 December 9,996 10,939

 

 

29.  Financial fixed assets

Changes in financial fixed assets are as follows:

  2017 2016
  € x 1,000 € x 1,000
Subsidiaries
Balance as at 1 January 374,695 304,698
Profit of participating interests 22,038 34,725
Investments (divestments) 1,150 62,055
Received dividend participating interests - -13,603
Translation differences -12,707 -7,351
Other comprehensive income 197 -5,830
Legal restructuring - 2,078-
Other movements -337 2,079
Balance as at 31 December 385,036 374,695
Loans to group companies
Balance as at 1 January 37,696 79,039
Loans provided - 16,606
Loans repaid -19,031 -57,946
Translation differences - -3
Balance as at 31 December 18,665 37,696
Total financial fixed assets 403,701 412,391

 

The long-term loans to group companies are provided as long-term financing and are interest-bearing (3%).

 

30.  Shareholders' equity

The movement schedule of shareholders’ equity is as follows:

  Share capital Share premium Hedging reserve Translation reserve Other legal reserve Other reserve Unappropriated result Total equity
  € x 1,000 € x 1,000 € x 1,000 € x 1,000 € x 1,000 € x 1,000 € x 1,000 € x 1,000
Balance at 1 January 2016 253 44,264 1,079 -2,473 5,005 225,527 32,286 305,941
Net profit - - - - - - 32,292 32,292
Other comprehensive income - - 2,136 -6,359 - -5,473 - -9,696
Total comprehensive income - - 2,136 -6,359 - -5,473 32,292 22,596
 
Transfer to other reserve - - - - - 32,286 -32,286 -
Dividends paid - - - - - -18,215 - -18,215
Stock dividends 5 -5       9,422 - 9,422
Share-based payments - -525 - - - 464 - -61
Other changes - - - - 1,975 -2,278 - -303
Balance at 31 December 2016 258 43,734 3,215 -8,832 6,980 241,733 32,292 319,380

  Share capital Share premium Hedging reserve Translation reserve Other legal reserve Other reserve Unappropriated result Total equity
  € x 1,000 € x 1,000 € x 1,000 € x 1,000 € x 1,000 € x 1,000 € x 1,000 € x 1,000
Balance at 1 January 2017 258 43,734 3,215 -8,832 6,980 241,733 32,292 319,380
Net profit - - - - - - 10,501 10,501
Other comprehensive income - - -10,289 -13,651 - 197 - -23,743
Total comprehensive income - - -10,289 -13,651 - 197 10,501 -13,242
 
Transfer to other reserve - - - - - 32,292 -32,292 -
Dividends paid - - - - - -18,616 - -18,616
Stock dividends 5 -5 - - - 11,876 - 11,876
Share-based payments - -510 - - - 439 - -71
Other changes - - - - -4,276 4,270 - -6
Balance at 31 December 2017 263 43,219 -7,074 -22,483 2,704 272,191 10,501 299,321

 

Accell Group has issued share options (refer to note 18 of the consolidated financial statements).

Ordinary shares

On 31 December 2017 the authorized capital consists of 55,000,000 ordinary shares, 5,000,000 preference shares F and 60,000,000 preference shares B, each with a nominal value of € 0.01. Of these, 26,255,179 (2016: 25,834,236) ordinary shares have been issued and duly paid at 31 December 2017, as a result the issued and paid-up share capital amounts to € 262,552.

Share premium reserve

The share premium concerns the income from the issuing of shares in so far as this exceeds the nominal value of the shares (above par income).

Hedging reserve

The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to hedged transactions that have not yet occurred.

Translation reserve

The legal translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations.

Other legal reserves

Other legal reserves consist of a legal reserve for participating interests and a legal reserve for capitalized development costs.

The legal reserve for participating interests, which amounts to € 2,300 thousand (2016: € 6,947 thousand), pertains to participating interests that are accounted for according to the equity accounting method. The reserve represents the difference between the participating interests’ retained profit and direct changes in equity, as determined on the basis of Accell Group’s accounting policies, and the share thereof that Accell Group may distribute. The legal reserve is determined on an individual basis.

In accordance with applicable legal provisions, a legal reserve for the carrying amount of € 404 thousand (2016: € 33 thousand) has been recognized for capitalized development.

Proposal for profit appropriation (Unappropriated result)

The Board of directors proposes to appropriate the profit after tax for 2017 in full for dividend distribution. The 2017 result after tax is presented as unappropriated profit in shareholders' equity.

Dividend

The Board of Director proposes to make available to the shareholders a dividend with stock option of € 0.50 per share with respect to the current year, whereof € 0.40 from the profit after tax for 2017 and € 0.10 from the other reserve. The dividend proposal of € 13.1 million is subject to approval by the General Meeting of Shareholders on 25 April 2018 and is not reflected as a liability in these financial statements. The dividends have not been provided for and there are no income taxes consequences.

The dividend in respect of financial year 2016 was determined at € 0.72 per share or as stock dividend during the General Meeting of Shareholders of 25 April 2017. After the period in which shareholders could report their preference, 64% of the shareholders opted for the stock dividend. On 16 May 2017 € 6.7 million was distributed as cash dividend and 399,871 shares were issued as stock dividend and added to issued share capital.

31.  Loans to and from group companies

The short-term loans to and from group companies relate to current accounts arising from cash management within Accell Group N.V. The loans are interest-bearing (3m Euribor plus margin).

32.  Receivables from and liabilities to group companies

The receivables from and liabilities to group companies are current receivables and current liabilities (no interest).

33.  Other financial instruments

A reference is made to note 22 Financial instruments – fair values and risk management of the consolidated financial statements for the note on other financial instruments; other financial instruments consist of forward exchange contracts (financial liabilities) of € 9.3 million (2016: € 6.0 million of financial assets) and interest rate swaps (financial liabilities) of € 0.2 million (2016: € 1.8 million), both used for hedging purposes.

34.  Interest-bearing loans and revolving credit facility

A reference is made to notes 16 Interest-bearing loans and 22 Financial instruments – fair values and risk management of the consolidated financial statements for the note on interest-bearing loans of € 98.5 million (2016: € 59.7 million) and the revolving credit facility of € 40,0 million (2016: € 49.1 million). For the note on Accell Group’s policies in respect of liquidity risk and market risk, consisting of currency risk and interest risk, a reference is made to note 22 Financial instruments – fair values and risk management of the consolidated financial statements.

35.  Loans from group companies

The long-term loans from group companies are provided as long-term financing and are interest-bearing (5%).

36.  Net turnover

Net turnover comprises charges to group companies with regard to management fees.

37.  Other expenses

Other expenses amount to € 17.4 million (2016: € 7.0 million) and comprises among others personnel expenses, implementation cost of the strategy, IT-related expenses, advisory expenses, auditor fees, treasury income and expenses and travel expenses.

Accell Group N.V. has an average number of 52 employees in 2017 (2016: 33). Wages and salaries, social security charges and pension contributions amounts to € 8.1 million, € 0.4 million and € 1.0 million in 2017 (2016: € 5.2 million, € 0.3 million and € 0.6 million).

38.  Net finance cost

Financial income amounts to € 2.5 million (2016: € 2.2 million) and mainly comprises interest income related to loans to group companies. The financial expenses amount to € 5.5 million in 2017 (2016: € 1.4 million) and include interest expenses, currency results and bank fees. 

39.  Off-balance sheet assets and liabilities

Off-balance sheet commitments

Accell Group N.V. has financial commitments of € 1.1 million arising from operational lease agreements on land and buildings, IT equipment and cars for use in de ordinary course of business. 

Several liability and guarantees

The legal entity Accell Group N.V. has issued declarations of joint and several liabilities for debts arising from the actions of Dutch consolidated participating interests. Notices to that effect have been filed with the chamber of commerce where the legal entity on whose behalf the notice of liability has been given is registered.

In addition, at 31 December 2017 guarantees for approximately € 12.3 million (2016: approximately € 14.2 million) on behalf of consolidated participating interests. Also declarations of joint and several liabilities are issued for debts to suppliers arising from the purchasing transactions of consolidated participating interests to suppliers.

Fiscal unity

The Company constitutes the fiscal unity ‘Accell Group N.V.’ with its subsidiaries for corporate income tax purposes and value added tax; the standard conditions prescribe that each of the companies is liable for the corporate income tax payable by all companies belonging to the fiscal unity.

40.  Remuneration of the Board of Directors and the Supervisory Board

The emoluments, including pension costs as referred to in Section 2:383(1) of the Netherlands Civil Code, charged in the financial year to Accell Group N.V. and group companies amounted to € 3.6 million (2016: € 2.5 million) for the Board of Directors, and € 195 thousand (2016: € 175 thousand) for supervisory directors. For details on the remuneration of the Board of Directors and Supervisory Board a reference is made to note 26 Related parties of the consolidated financial statements.

The remuneration also includes employee options granted to managing directors amounting to € 60 thousand (2016: € 91 thousand). A reference is made to note 18 Share-based payments of the consolidated financial statements for a note on the option plan.

  

Supervisory Board
A.J. Pasman, voorzitter
J. van den Belt, vice-voorzitter
P.B. Ernsting
A. Kuiper

Board of Directors
R.J. Takens, CEO
H.H. Sybesma, CFO
J.M. Snijders Blok, COO 
J.J. Both, CSCO

Heerenveen, March 9, 2018