• No se han encontrado resultados

CAPÍTULO II: MARCO TEÓRICO

2.6. Antecedentes del problema

31.12.2014 31.12.2013adjusted

Company EUR ‘000current non-currentEUR ‘000 EUR ‘000Total EUR ‘000current non-currentEUR ‘000 EUR ‘000Total

Meditec 0 801 801 0 794 794 KoCo 195 0 195 0 0 0 CGM Belgium 140 0 140 812 0 812 CGM Netherlands 1,100 0 1,100 1,100 0 1,100 Opas Sozial 288 0 288 288 0 288 Dr. Ralle/ÄND 500 0 500 500 0 500 Turbomed Center GmbH 239 0 239 0 0 0 DS Medica 0 0 0 500 0 500 Innomed 6,098 0 6,098 6,155 0 6,155 Studiofarma 0 0 0 0 501 501 Qualita in Farmacia 0 322 322 0 315 315 Puntofarma 260 130 390 0 0 0

Xdent (formerly Tekne) 0 826 826 0 954 954

FARMA3TEC 0 1,451 1,451 0 0 0

CGM Poland 0 9 9 39 10 49

Bley 167 0 167 0 0 0

Total 8,987 3,539 12,526 9,394 2,574 11,968

Long-term purchase price liabilities (due in more than one year)

Qualià in Farmacia Srl: It was agreed to acquire the outstanding 5 percent of the shares a put and call option with a fixed exercise price

of EUR 375 thousand plus changes in the ISTAT index. The earliest date of exercise is 1 August 2017. A discount rate of 5 percent is used.

XDent (formerly Tekne): A put and call option has been arranged for the acquisition of the remaining 20 percent of shares. Option volume

is based on Tekne’s annual software maintenance revenue in the year the option is exercised. The exercise period of the call option on the first 10 percent will run from 1 January 2017 to 30 June 2017. The exercise period of the agreed put option on the first 10 percent will run from 1 July 2017 to 31 December 2017. The amount of the expected drawdown of the put option for the transmission of the first 10 percent of the outstanding shares amounts to EUR 500 thousand and is accounted for as a discounted purchase price liability as of the balance sheet date. The exercise period of the call option on the second 10 percent will run from 1 January 2019 to 30 June 2019. The exercise period of the agreed put option on the second 10 percent will run from 1 July 2019 to 31 December 2019. The amount of the expected drawdown of the put option for the transfer of the second 10 percent of the outstanding shares amounts to EUR 500 thousand. A discount rate of 5 percent is used.

Meditec: The call option granted to CGM for the acquisition of the outstanding 30 percent of shares can be exercised any time and will run

until 31 December 2016. The call option is based on two times the amount of sustainable recurring revenue Meditec GmbH generates in the year prior to when the options are exercised multiplied by the percentage of outstanding shares (30 percent). At minimum, CGM will have to pay EUR 1,000 thousand at the time the call option is exercised. The seller has been granted two put options. The seller’s first put option has a maturity date of 31 December 2016 and can be exercised at any time until then. The seller’s first put option is based on two times the amount of sustainable recurring revenue Meditec GmbH generates in the year prior to when the options are exercised multiplied by the percentage of outstanding shares (30 percent). The seller’s second put option takes effect if the purchaser failed to exercise the call option by expiry of the pre-set contract period (31 December 2016). For the second put option, the seller is granted a term beginning 1 January 2017 until 31 March 2017. Upon exercise of the put option, the payment amount is calculated using the following scale:

– Equal to the sustainable recurring revenue of the 2016 financial year, provided this is less than EUR 3,000 thousand, multiplied by the percentage of outstanding shares (30 percent).

– Twice the sustainable recurring revenue of the 2016 financial year if equal to or greater than EUR 3,000 thousand, multiplied by the percentage of outstanding shares (30 percent).

Farma3Tec: A put and call option has been arranged for the acquisition of the remaining 20.02 percent of shares. The holder of the put

option has the right, six months after the time of acquisition (1 September 2014) to sell CGM Group 10.01 percent of the remaining shares at a fixed selling price of EUR 800 thousand. The holder of the put option has the right, for a period of one to five years after the time of acquisition, to sell to CGM Group all of the remaining 20.02 percent of the shares at the following, fixed conditions:

– One year after the time of acquisition: EUR 1,620 thousand – Two years after the time of acquisition: EUR 1,640 thousand – Three years after the time of acquisition: EUR 1,680 thousand – Four years after the time of acquisition: EUR 1,720 thousand

Provided that 10.02 percent of the remaining shares have been sold to CGM Group within the first six months following the time of acquisition, the previously listed purchase prices will decline by 50 percent for the periods of one to four years following the time of acquisition. A discount rate of 5 percent is used for the purchase price liabilities.

Puntofarma: The non-current portion of the outstanding purchase price payment to acquire the assets of “Puntofarma”. The purchase price

is due for payment in 2016.

Current purchase price liabilities (due in less than one year):

Innomed: Purchase price liability from the put option of non-controlling shareholders for the remaining 29.7 percent of Innomed shares.

The purchase price is based on the estimated average EBITDA in 2011 and 2012 multiplied by the factor six. Furthermore, undistributed profits of EUR 2,229 thousand for the 2010 financial year are to be compensated proportionately (at 29.7 percent) in the purchase price liability (EUR 6,098 thousand). The put options may be exercised from 1 January 2014 to 31 December 2018.

Dr. Ralle/ÄND: Outstanding, contractually agreed and payable purchase price of EUR 500 thousand. The amount is currently retained

as security.

CGM Netherlands: The purchase price liability stems from the expected additional purchase price payment as the result of contractually

agreed purchase price adjustment mechanisms. As of the reporting date, the parties involved had not yet reached an agreement regarding this amount. The purchase price liability is classified as current because an agreement of the parties may occur at any time.

CompuGroup Medical Belgium: Current portion of the variable purchase price liability (earn-out clause) subject to the annual increase

in maintenance revenue in the 2012, 2014 and 2015 financial years, but which does not exceed a maximum of EUR 1.5 million. For the 2014 financial year, an earn-out in the amount of EUR 762 thousand was paid in 2014. The forecast of future results remains unchanged from last year, and the maximum amount of the agreed earn-out remains the operating assumption for the entire term.

“Opas Sozial”: Contractual earn-out agreement securing 20 percent of the revenue from software maintenance and service contracts as

well as license sales from the “OPAS Sozial” business segment for the next three financial years. The expected amount to be paid from the earn-out agreement is EUR 306 thousand and is accounted for by CGM at the balance sheet date as a discounted purchase price liability in the amount of EUR 288 thousand.

Puntofarma: The current portion of the outstanding purchase price payment to acquire the assets of “Puntofarma”. The purchase price is

due for payment in 2015.

“Bley”: The current portion of the outstanding purchase price payment to acquire the assets of “Bley/Quo Vadis GmbH”. The purchase

price is due for payment in 2015.

Turbomed-Center: The current portion of the outstanding purchase price payment to acquire the assets of Turbomed-Center GmbH &

Co.KG. The purchase price is due for payment in 2015.

15. Trade payables     31.12.2014 EUR ‘000 adjusted 31.12.2013 EUR ‘000 Trade payables 25,439

23,076

The trade payables in the amount of EUR 25,439 thousand (previous year: EUR 23,076 thousand) have an exclusive residual maturity of up to one year. Liabilities from trade payables pertaining to companies acquired in the 2014 financial year amounted to EUR 3,542 thousand as of 31 December 2014.

16. Other provisions

The development of current provisions for personnel and other provisions in the 2014 financial year is as follows:

in EUR ‘000 Personnel expenses Guarantee and sales commitments External year-end accounting

costs chargesLegal Others Total

Balance as at 1 January 2014 16,935 987 1,179 1,256 3,815 24,172

Changes in exchange rates -9 4 -1 1 30 25

Addition from first time consolidation 740 226 8 0 1,164 2,138

Additions 17,759 283 1,159 637 9,632 29,470

Utilization -12,492 -445 -874 -203 -9,100 -23,114

Releases -880 -346 -28 -67 -536 -1,857

Balance as at 31 December 2014 22,053 709 1,443 1,624 5,005 30,834

The development of current provisions for personnel and other provisions in the 2013 prior-year period is as follows:

in EUR ‘000 Personnel expenses

Guarantee and sales commitments External year-end accounting

costs chargesLegal Others Total

Balance as at 1 January 2013 14,727 988 914 1,193 3,291 21,113

Changes in exchange rates -36 0 0 0 -25 -61 Additions 14,895 807 1,227 656 3,810 21,395 Utilization -11,668 -667 -900 -158 -2,979 -16,372 Releases -983 -141 -62 -435 -282 -1,903

Adjusted balance as at 31 December 2013 16,935 987 1,179 1,256 3,815 24,172

Provisions for personnel expenses particularly pertain to bonuses and commissions (2014: EUR 1,914 thousand; previous year: EUR 1,574 thousand), vacation provisions (2014: EUR 2,985 thousand, previous year: EUR 2,335 thousand) and overtime (EUR 1,394 thousand, previous year: EUR 1,105 thousand). These were calculated on the basis of the underlying hourly rates and social security deductions. The provisions for guarantees relate to contractual commitments in connection with the installation of hospital software solutions.

The provisions formed for legal charges in the 2014 financial year largely stem from subsidiaries CGM Solutions (EUR 457 thousand), CGM France (EUR 321 thousand), Intermedix France (EUR 120 thousand), CGM Turkey (EUR 164 thousand) and CGM Italy (EUR 100 thousand). They generally pertain to legal disputes with former employees and customers.

Provisions for guarantees and legal charges are, by their nature, subject to higher levels of uncertainty. The other provisions mainly relate to current provisions. Only the provisions for guarantees and warranty include a portion that would be expected at a later date than 12 months after the reporting date. Discounted values are not separately disclosed due to materiality.

Documento similar