Cegedim: EBIT from Recurring Operations Grew in Third Quarter 2014

Regulatory News :

Cegedim, a global technology and services company specializing in the healthcare field, generated consolidated revenues of €642.6 million for the first nine months of 2014, down 0.9% on a reported basis and a marginal 0.2% Like-for-like.

In the third quarter, all four divisions contributed to Like-for-like revenue growth, leading to near stability in L-f-l revenues over nine months.

EBITDA came to €89.1 million, down €1.4 million, over the first nine months of 2014. EBITDA margin was virtually stable over nine months, at 13.9% vs 14.0% a year earlier. This EBITDA trend is the result of a decrease at the Healthcare professionals and Insurance and services divisions, partly offset by significant improvement at the CRM and strategic data and GERS Activities and Reconciliation divisions. It should be noted that the Group has historically generated more than 40% of its EBITDA in the fourth quarter.

The definitive agreement to sell the CRM and Strategic Data division to IMS Health Inc. for a cash amount of €385 million⁽¹⁾ was signed in late October. Once the agreement was signed, rating agency Standard & Poor’s put the Group’s B+ rating on CreditWatch positive.

Given the near stability in Like-for-like revenues and the trend in the EBIT margin for recurring operations over the first nine months, the Group is confident it will reach its 2014 targets.

Simplified income statement

Over the first nine months of 2014, Cegedim posted consolidated revenues of €642.6 million, down 0.9% on a reported basis and 0.2% Like-for-like relative to the same period in 2013. Acquisitions (Webstar in the UK and SoCall in France) made a positive contribution of 0.2%, while currencies had a negative impact of 0.8%.

Operating expenses fell by €1.1 million. This trend reflects drops of €2.9 million in purchases used and of €1.2 million in payroll costs, offset by a €3.0 million increase in external expenses.

EBITDA fell by €1.4 million to €89.1 million, with virtually no change in margin, which went from 14.0% over the first nine months of 2013 to 13.9% over the first nine months of 2014.

This EBITDA trend is the result of a decrease at the Healthcare professionals and Insurance and services divisions, partly offset by significant improvement at the CRM and strategic data and GERS Activities and Reconciliation divisions.

Depreciation expenses increased by €2.8 million and non-recurring expenses, by €5.6 million as a result of the €5.7 million fine imposed by French Competition Authorities. Thus, operating income was €30.2 million, down €9.9 million compared with the first nine months of 2013.

The cost of financial debt fell by €8.9 million, from €47.3 million at September 30, 2013 to €38.3 million at September 30, 2014. This decrease reflects the demanding comparison caused by accounting charges stemming from the 2013 refinancing.

Tax expense rose by €6.6 million, from a credit of €1.0 million to a charge of €5.6 million. This increase is mainly due to the non-capitalization of deferred tax on loss-making companies in 2014, unlike in 2013.

Consolidated net result, Group share, was a loss of €12.5 million, compared with a €4.8 million loss a year earlier. The profit per share from recurring operations went from €0.0 over the first nine months of 2013 to a loss of €0.1 over the first nine months of 2014.

Analysis of business trends by division

• Key figures by division

• CRM and Strategic Data

In the first nine months of 2014, the division’s revenues came to €294.3 million, down 1.5% on a reported basis compared with the same period in 2013. Currencies had a negative impact of 2.3%. There were no divestments or acquisitions. Like-for-like revenues rose 0.9% over the period.
EBITDA rose €2.6 million, or 9.2%, from €27.8 million over the first nine months of 2013 to €30.3 million over the same period in 2014. The margin came to 10.3%, compared to 9.3% a year earlier.
This increase results mainly from growth in Compliance products and products and services linked to the OneKey database, together with improved profitability in the market research activity. As a result, EBITDA increased even though revenue decreased.

• Healthcare Professionals

In the first nine months of 2014, the division’s revenues amounted to €210.3 million, down 1.6% on a reported basis compared with the year-earlier period. Acquisitions and currencies had positive impacts of respectively 0.5% and 0.9%. Like-for-like revenues were down 3.0% over the period.
EBITDA was down €4.9 million, or 11.6%, from €42.4 million over the first nine months of 2013 to €37.5 million over the same period in 2014. The margin came to 17.8%, compared with 19.8% a year ago.
The decrease in EBITDA reflects mainly the demanding comparison in the computerization of UK doctors caused by an exceptional level of activity with the NHS in 2013 and the temporary decrease in French pharmacists’ investments. This decline was partly offset by improved profitability in the computerization of paramedics in France and the RNP activity, which specializes in promotional materials for pharmacies and drugstores. Note that margins in the computerization of French pharmacies improved between June and September.

• Insurance and Services

Over the first nine months of 2014 revenues came to €116.4 million, up 1.5% both on a reported basis and Like-for-like compared with the same period in 2013. Currencies had virtually no impact and there were no acquisitions or divestments.

EBITDA fell by €2.1 million, or 7.8%, from €26.7 million over the first nine months of 2013 to 24.6 million over nine months in 2014. The margin came to 21.2%, compared with 23.3% a year earlier.
This decrease in EBITDA is chiefly attributable to the development of an SaaS model at Cegedim Global Payments, part of the e-business activity, and to the significant investment made at Kadrige. It was partially offset by an increase in profitability at the Health Insurance companies activity and Cegedim SRH, the provider of human resources management solutions.

• GERS Activities and Reconciliation

Over the first nine months of 2014, revenues amounted to €21.6 million, up 1.8% on a reported basis and 1.9% Like-for-like compared with the same period in 2013. Currencies had a negative impact of 0.1%, and there were no acquisitions or divestments.

EBITDA rose by €3.0 million, or 47.2%, from a loss of €6.4 million over the first nine months of 2013 to a €3.4 million loss over nine months in 2014. The loss reflected improvement in the margin from (30.1)% a year ago to (15.6)% over this year’s period.

This favorable trend in EBITDA reflects the virtual stability of corporate costs and the gradual return to breakeven at GERS activities, which cover sales statistics for pharmaceutical products.

Financial resources

Cegedim’s total consolidated balance sheet at September 30, 2014, was €1,267.6 million, a 3.8% increase compared with the end of 2013.
Goodwill on acquisition was up €49.9 million over the first nine months of 2014, at €578.3 million, and represents 45.6% of total assets. This increase is chiefly attributable to the appreciation of certain foreign currencies against the euro, most notably the US dollar and British pound, with respective impacts of €47.0 million and €2.7 million.
Cash and cash equivalents came to €62.5 million at September 30, 2014, down €4.5 million relative to December 31, 2013. This decrease reflects the seasonal increase in working capital requirement.
Shareholders’ equity rose 11.8% to €386.8 million and represents 30.5% of the total balance sheet.

Net debt came to €495.8 million at the end of September 2014, up €24.5 million compared with the end of 2013. Note that the increase in net debt at end-September is a seasonal effect. Gearing remained relatively stable at end-September 2014 compared with end-December 2013.

Before the cost of net financial debt and taxes, operating cash flow was €77.8 million at the end of September 2014, a slight decrease of €8.4 million compared with end-September 2013.

Period highlights

• Competition authorities’ fine

On July 8, 2014, competition authorities imposed a €5.7 million fine on Cegedim in response to a complaint filed by the Euris company accusing the group of unfair practices in France in the market for healthcare professional databases.

Cegedim appealed this decision to the Paris Court of Appeals. The French Competition Authorities decision is enforceable, so Cegedim paid the full amount of the fine in October 2014.

However, the fine does not in any way jeopardize the terms of the deal with IMS Health. We note that this risk was cited in paragraph 4.3.24 of the 2013 Annual Report and in the prospectus that accompanied our bond issue in April.

• Acquisition

On April 15, 2014, Cegedim acquired the French company SoCall, which is based in France. Its core activity is providing secretarial and scheduling services for practices of healthcare professionals. The company manages incoming patient calls, messages, scheduling and records of past consultations for around 50 practices. Financed by internal financing, these activities represent annual revenues of less than €0.3 million and are part of the consolidation scope of Cegedim Group from Q2 2014.

• Refinancing operation

On April 7, 2014, Cegedim launched an additional bond offering of €100 million, upsized to €125 million on the issue date, of its 6.75% Senior Notes due 2020. Apart from the date and price of issuance (105.75% plus interest accrued since April 1, 2014), the new bonds are identical to the €300 million of 6.75% Senior Notes due in 2020 that the Group issued on March 20, 2013. It should be noted that Cegedim was able to issue at 5.60% compared to 6.75% one year earlier.

The proceeds from the offering were used, among other things, to finance the redemption of €105,950,000 of outstanding bonds due 2015 (at a price of 108.102%), pay the premium and any related fees, and repay the bank overdraft facilities.

As a result, the Group’s current debt structure is as follows:

• €62.6 million of 7.00% bonds due July 27, 2015;
• €425 million of 6.75% bonds due April 1, 2020;
• €80 million of revolving credit due June 10, 2016, undrawn as of September 30, 2014;
• Overdraft facilities.

Apart from the items cited above, to the best of the company’s knowledge, there were no events or changes during the period that would materially alter the Group’s financial situation.

Significant post-closing transactions and events

• Execution of a definitive purchase agreement for the CRM and Strategic Data division

On October 20, 2014, Cegedim, announced that a definitive purchase agreement has been executed for its CRM and Strategic Data division with IMS Health Inc. for a cash price of €385 million⁽¹⁾².

The signing comes after the Group successfully informed and consulted its works councils, receiving a positive opinion from all countries where the consultations were required; and after a unanimously positive vote from the Cegedim Board of Directors.

On October 1st, 2014, the AMF confirmed that the contemplated transaction did not justify a compulsory buyout offer under Article 236-6 of its General Regulations. The activities concerned represent 47% of 2013 revenue (excluding intra-Group revenue), 42.8% of 2013 EBIT before special items, and 40.8% of 2013 EBITDA.

The operation will now be submitted to antitrust authorities for review, and it is anticipated that the closing will occur at the beginning of Q2 2015.

The proceeds will be used to repay debt, thus reinforcing the Cegedim balance sheet and P&L statement, resulting in a leverage ratio close to 1 and margin improvement based on 2013 pro forma figures. The transaction will, however, lead Cegedim to recognize an accounting loss of approximately €180 million, at the end of 2014, with no impact on the Group's cash.

This transaction will allow Cegedim to refocus on software and databases for healthcare professionals and health insurance companies, and on its fast-growing multi-industry activities such as e-business, e-collaboration and outsourced payroll and HR management.

It should be noted that the financial statements closed at September 30, 2014 continue to include all the data relating to the business activities targeted by the IMS Health Inc. proposal. IFRS 5, whose objective is to separately classify activities considered as held for sale, does not apply for the time being.

As of September 30, 2014, the sale could only be considered "highly likely”, because Cegedim’s Board of Directors did not vote on the deal until mid-October. Furthermore, the activities cannot be considered to be "immediately available for sale in their present state” because their IT processing centers will have to be physically separated from those that handle the overall Group’s operating activities, and the assets housed within legal entities that encompass multiple activities will have to be split off.

• Cegedim B+ rating placed on CreditWatch Positive by S&P

On October 24, 2014, once the definitive agreement on the sale of the CRM and Strategic Data division was signed, Standard & Poor’s placed the Cegedim B+ rating for its bonds on CreditWatch positive.

Apart from the items cited above, to the best of the company’s knowledge, there were no events or changes during the period that would materially alter the Group’s financial situation.

Outlook

Cegedim is reconfirming its target for 2014, of at least stable revenue and operating margin from recurring operations.

Following the execution of the definitive purchase agreements for the CRM and Strategic Data division the Group will be led to recognize an accounting loss of approximately €180 million, upon the closing of its 2014 accounts with no impact on the Group’s cash.

Financial calendar

December 16, 2014 - 2:30 pm to 5:30 pm (welcome coffee at 2:00 pm)

• 5^th Investor Summit (Auditorium Cegedim, 17 rue de l’Ancienne Mairie, Boulogne-Billancourt France)

Additional Information

The Audit Committee met on November 25^th, 2014. The Board of Directors met on November 26^th, 2014, to review the 2014 first nine months consolidated financial statements.

The Q3 financial report, including management discussion and analysis, is available in the Finance section of Cegedim’s website:

• In French:

  http://www.cegedim.fr/finance/documentation/Pages/rapports.aspx

• In English:
  http://www.cegedim.com/finance/documentation/Pages/reports.aspx

This information is also available on Cegedim IR, the Group’s financial communications app for smartphones and iOS and Android tablets. To download the app, visit: http://www.cegedim.fr/finance/profil/Pages/CegedimIR.aspx.

Appendices

• Balance sheet

Assets

Liabilities

• Income statement

• Consolidated cash flow statement

(1) Including Impairment of goodwill for 63,300 thousand euros as at December 31, 2013

• Glossary

GERS Activities and Reconciliation: this division encompasses the activities the Group performs as the parent company of a listed entity, as well as the support it provides to the three operating divisions. The activities of GERS in France and Romania and the company Pharmastock were transferred from the CRM and strategic data division to the Reconciliation division, which was accordingly renamed GERS Activities and Reconciliation. This reorganization aims to simplify the reading of the Cegedim income statement in the event that the IMS Health proposal results in a favorable outcome. More information is available in the "Presentation of Cegedim’s Divisions” section of the HY 2014 Financial Report.

EPS: Earnings Per Share is a specific financial indicator defined by the Group as the net profit (loss) for the period divided by the weighted average of the number of shares in circulation.

Operating expenses: defined as purchases used, external expenses and payroll costs.

Revenue at constant exchange rate: when changes in revenue at constant exchange rate are referred to, it means that the impact of exchange rate fluctuations has been excluded. The term "at constant exchange rate” covers the fluctuation resulting from applying the exchange rates for the preceding period to the current fiscal year, all other factors remaining equal.

Revenue on a Like-for-like basis: the effect of changes in scope is corrected by restating the sales for the previous period as follows:

• by removing the portion of sales originating in the entity or the rights acquired for a period identical to the period during which they were held to the current period;
• similarly, when an entity is transferred, the sales for the portion in question in the previous period are eliminated.

Life-for-like data: at constant scope and exchange rates.

Internal growth: internal growth covers growth resulting from the development of an existing contract, particularly due to an increase in rates and/or the volumes distributed or processed, new contracts, acquisitions of assets allocated to a contract or a specific project.

External growth: external growth covers acquisitions during the current fiscal year, as well as those which have had a partial impact on the previous fiscal year, net of sales of entities and/or assets.

EBIT: Earnings Before Interest and Taxes. EBIT corresponds to net revenue minus operating expenses (such as salaries, social charges, materials, energy, research, services, external services, advertising, etc.). It is the operating income for the Cegedim group.

EBIT from recurring operations: this is EBIT restated to take account of non-current items, such as losses on tangible and intangible assets, restructuring, etc. It corresponds to the operating income from recurring operations for the Cegedim group.

EBITDA: Earnings before interest, taxes, depreciation and amortization. EBITDA is the term used when amortization or depreciation and revaluations are not taken into account. "D” stands for depreciation of tangible assets (such as buildings, machines or vehicles), while "A” stands for amortization of intangible assets (such as patents, licenses and goodwill). EBITDA is restated to take account of non-current items, such as losses on tangible and intangible assets, restructuring, etc. It corresponds to the gross operating earnings from recurring operations for the Cegedim Group.

Net Financial Debt: this represents the Company’s net debt (non-current and current financial debt, bank loans, debt restated at amortized cost and interest on loans) net of cash and cash equivalents and excluding revaluation of debt derivatives.

Free cash flow: free cash flow is cash generated, net of the cash part of the following items: (i) changes in working capital requirements, (ii) transactions on equity (changes in capital, dividends paid and received), (iii) capital expenditure net of transfers, (iv) net financial interest paid and (v) taxes paid.

Operating margin: defined as the ratio of EBIT/revenue.

Operating margin from recurring operations: defined as the ratio of EBIT from recurring operations/revenue.

Net cash: defined as cash and cash equivalent minus overdraft.

⁽¹⁾ On a cash free debt free basis, subject to certain adjustments based on the Group's net debt at the date of completion, changes in net working capital and 2014 CRM and strategic data division revenue.

⁽²⁾ On a cash free debt free basis, subject to certain adjustments based on the Group's net debt at the date of completion, changes in net working capital and 2014 CRM and strategic data division revenue.

Quarterly Financial Information as of September 30, 2014
IFRS - Regulated Information – Not Audited

Public company with share capital of 13,336,506.43 euros
Trade and Commercial Register: Nanterre B 350 422 622
www.cegedim.com