Société anonymewith capital of €48,981,748.50
Registered office: 1 rue du Colonel Pierre Avia - 75015 Paris - France
Registered number: R.C.S. Paris 552 025 314 A.P.E. code 4211Z
Financial year from January 1 through December 31, 2019
Consolidated financial statements of the Colas Group
Year ended December 31, 2019
Consolidated balance sheet
Consolidated income statement
Consolidated statement of recognized income and expense
Consolidated statement of changes in shareholders' equity
Consolidated cash flow statement
Notes to the consolidated financial statements
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Consolidated balance sheet
(€ million) | Note | 2019 | 2018 |
Restated (a) | |||
Property, plant and equipment | 3.2.1 | 2,578 | 2,569 |
Right of use of leased assets | 3.2.2 | 408 | 370 |
Intangible assets | 3.2.3 | 211 | 213 |
Goodwill | 3.2.4 | 694 | 674 |
Investments in joint ventures and associates | 3.2.5 | 422 | 394 |
Other non-current financial assets | 3.2.6 | 169 | 192 |
Deferred tax assets | 7 | 145 | 150 |
Non-current assets | 4,627 | 4,562 | |
Inventories | 4.1 | 675 | 672 |
Advances and down-payments made on orders | 4.1 | 71 | 73 |
Trade receivables | 4.1 | 2,596 | 2,436 |
Customer contract assets | 4.1/4.2 | 688 | 658 |
Current tax assets | 4.1 | 49 | 42 |
Other current receivables and prepaid expenses | 4.1 | 743 | 714 |
Cash and cash equivalents | 4.3 | 488 | 563 |
Financial instruments - Hedging of debt | 18 | 11 | 11 |
Other current financial assets | 18 | 1 | 3 |
Current assets | 5,322 | 5,172 | |
Held-for-sale assets and operations | 1.2.2 | 339 | |
Total assets | 9,949 | 10,073 | |
Share capital | 49 | 49 | |
Share premium and reserves | 2,502 | 2,484 | |
Translation reserve | 73 | 11 | |
Treasury shares | (3) | (3) | |
Net profit/(loss) attributable to the Group | 261 | 227 | |
Shareholders' equity attributable to the Group | 2,882 | 2,768 | |
Non-controlling interests | 27 | 29 | |
Shareholders' equity | 5 | 2,909 | 2,797 |
Non-current debt | 8 | 431 | 503 |
Non-current lease obligations | 8/10 | 335 | 317 |
Non-current provisions | 6.1 | 857 | 792 |
Deferred tax liabilities | 7 | 117 | 122 |
Non-current liabilities | 1,740 | 1,734 | |
Current debt | 8 | 36 | 46 |
Current lease obligations | 8/10 | 93 | 74 |
Current tax liabilities | 11.1 | 95 | 64 |
Trade payables | 11 | 2,114 | 2,115 |
Customer contract liabilities | 11.2 | 863 | 846 |
Current provisions | 6.2/11.1 | 323 | 271 |
Other current liabilities | 11 | 1,375 | 1,292 |
Overdrafts and short-term bank borrowings | 8 | 387 | 488 |
Financial instruments - Hedging of debt | 18 | 12 | 12 |
Other current financial liabilities | 18 | 2 | 1 |
Current liabilities | 5,300 | 5,209 | |
Liabilities related to held-for-sale operations | 1.2.2 | 333 | |
Total liabilities and shareholders' equity | 9,949 | 10,073 | |
Net surplus cash/(net debt) | 9 | (367) | (475) |
- The balance sheet as of December 31, 2018 has been restated for the effects of applying IFRS 16 and IFRIC 23.
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Consolidated income statement
(€ million) | Note | 2019 | 2018 | |
Restated (a) | ||||
Revenue (1) | 12 | 13,688 | 13,190 | |
Purchases used in production | (6,376) | (6,260) | ||
Personnel costs | (3,580) | (3,525) | ||
External charges | (2,930) | (2,772) | ||
Taxes other than income tax | (161) | (167) | ||
Net depreciation and amortization expense on property, plant and | (462) | (461) | ||
equipment and intangible assets | ||||
Net amortization expense on right of use of leased assets | (90) | (68) | ||
Charges to provisions and impairment losses, net of reversals due | (151) | (100) | ||
to utilization | ||||
Change in production inventories | 1 | 17 | ||
Other income from operations (2) | 13 | 647 | 745 | |
Other expenses on operations | 13 | (153) | (226) | |
Current operating profit/(loss) | 433 | 373 | ||
Other operating income | 13 | |||
Other operating expenses | 13 | (28) | (31) | |
Operating profit/(loss) | 405 | 342 | ||
Financial income | 18 | 14 | ||
Financial expenses | (51) | (45) | ||
Cost of net debt | 14.1 | (33) | (31) | |
Interest expense on lease obligations | (15) | (13) | ||
Other financial income | 14.2 | 22 | 8 | |
Other financial expenses | 14.2 | (20) | (10) | |
Income tax | 15 | (141) | (96) | |
Share of net profits/(losses) of joint ventures and associates | 3.2.5 | 43 | 28 | |
Net profit/(loss) | 261 | 228 | ||
Net profit/(loss) attributable to the Group | 261 | 227 | ||
Net profit/(loss) attributable to non-controlling interests | 1 | |||
Basic earnings per share (€) | 16 | 7.99 | 6.93 | |
Diluted earnings per share (€) | 16 | 7.99 | 6.93 | |
(1) of which generated outside France (including exports) | 7,092 | 6,730 | ||
(2) of which reversals of unutilized provisions and impairment | 4.4 | 99 | 145 | |
Consolidated statement of recognized income and expense
Net profit/(loss) | 261 | 228 | ||||
Items not reclassifiable to profit or loss | ||||||
Actuarial gains/losses on post-employment benefits | 20.3.2 | (36) | 55 | |||
Net tax effect of items not reclassifiable to profit or loss | 8 | (10) | ||||
Items reclassifiable to profit or loss | ||||||
Change in cumulative translation adjustment | 54 | (10) | ||||
Net change in fair value of financial instruments used for hedging | 2 | |||||
purposes | ||||||
Net tax effect of items reclassifiable to profit or loss | (2) | |||||
Share of reclassifiable income and expense of joint ventures and | 8 | 6 | ||||
associates | ||||||
Income and expense recognized directly in equity | 34 | 41 | ||||
Total recognized income and expense | 295 | 269 | ||||
Attributable to the Group | 295 | 268 | ||||
Attributable to non-controlling interests | 1 | |||||
- The income statement for the year ended December 31, 2018 has been restated for the effects of applying IFRS 16.
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Consolidated statement of changes in shareholders' equity
(€ million) | Share | Reserves | Consolidated | Treasury | Items | Total | Non- | Total | |
capital | related to | reserves and | shares | recognized | attributable | controlling | |||
Share | capital/ | profit/(loss) | directly in | to the | interests | ||||
premium | retained | for period | equity | Group | |||||
earnings | |||||||||
Position at 12/31/2017 - restated (1) | 455 | 738 | 1,663 | (82) | 2,774 | 30 | 2,804 | ||
Movements during 2018 | |||||||||
Net profit/(loss) | 227 | 227 | 1 | 228 | |||||
Translation adjustments | (4) | (4) | (4) | ||||||
Other recognized income and expense | 45 | 45 | 45 | ||||||
Total recognized income and | 227 | 41 | 268 | 1 | 269 | ||||
expense | |||||||||
Capital and reserves transactions, net | |||||||||
Acquisitions/disposals of treasury | (3) | (3) | (3) | ||||||
shares | |||||||||
Dividend paid | (105) | (163) | (268) | (2) | (270) | ||||
Other transactions with shareholders | |||||||||
Other transactions (changes in scope | (3) | (3) | (3) | ||||||
of consolidation and other items) | |||||||||
Position at 12/31/2018 - restated (2) | 455 | 633 | 1,724 | (3) | (41) | 2,768 | 29 | 2,797 | |
Movements during 2019 | |||||||||
Net profit/(loss) | 261 | 261 | 261 | ||||||
Translation adjustments (3) | 62 | 62 | 62 | ||||||
Other recognized income and expense | (28) | (28) | (28) | ||||||
Total recognized income and | 261 | 34 | 295 | 295 | |||||
expense | |||||||||
Capital and reserves transactions, net | 205 | (205) | |||||||
Acquisitions/disposals of treasury | |||||||||
shares | |||||||||
Dividend paid | (181) | (181) | (2) | (183) | |||||
Other transactions with shareholders | |||||||||
Other transactions (changes in scope | |||||||||
of consolidation and other items) | |||||||||
Position at 12/31/2019 | 455 | 838 | 1,599 | (3) | (7) | 2,882 | 27 | 2,909 | |
- Shareholders' equity as of December 31, 2017 has been restated for the effects of applying IFRS 9 and IFRS 16.
- Shareholders' equity as of December 31, 2018 has been restated for the effects of applying IFRS 16.
- Change in translation reserve:
Attributable | Non-controlling | Total | |
to the Group | interests | ||
Controlled entities | 54 | 54 | |
Joint ventures and associates | 8 | 8 | |
Total | 62 | 62 |
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Consolidated cash flow statement
Note | 2019 | 2018 | ||||
restated (1) | ||||||
(€ million) | ||||||
Consolidated net profit/(loss) | 261 | 228 | ||||
Adjustments: | ||||||
Share of net profits/losses of joint ventures and associates | (43) | (28) | ||||
Dividends received from joint ventures and associates | 30 | 36 | ||||
Dividends from non-consolidated companies | (3) | (1) | ||||
Net charges to/(reversals of) depreciation, amortization and impairment of property, plant and | 474 | 483 | ||||
equipment and intangible assets and non-current provisions | ||||||
Net charges to amortization and impairment expense and other adjustments to right of use of leased | 89 | 68 | ||||
assets | ||||||
Gains and losses on asset disposals | (53) | (52) | ||||
Income taxes, including liabilities relating to uncertain tax positions | 141 | 96 | ||||
Income taxes paid | (110) | (132) | ||||
Miscellaneous non-cash charges | (6) | |||||
Cash flow after income from cost of net debt, interest expense on lease | 780 | 698 | ||||
obligations and income taxes paid | ||||||
Reclassification of cost of net debt and interest expense on lease obligations | 48 | 44 | ||||
Changes in working capital related to operating activities (including current | 22.1 | (30) | (295) | |||
impairment and provisions) | ||||||
Net cash generated by/(used in) operating activities (a) | 798 | 447 | ||||
Purchase price of property, plant and equipment and intangible assets | 3.1 | (408) | (462) | |||
Proceeds from disposals of property, plant and equipment and intangible | 3.1 | 87 | 174 | |||
assets | ||||||
Net liabilities related to property, plant and equipment and intangible assets | 22.2 | (16) | (12) | |||
Sub-total | (337) | (300) | ||||
Acquisitions and disposals of equity investments and consolidated activities: | ||||||
Purchase price of consolidated activities and investments in non-consolidated companies | 3.1 | (58) | (807) | |||
Proceeds from disposals of consolidated activities and of investments in non-consolidated | 3.1 | 26 | 6 | |||
companies | ||||||
Net amount receivable/(payable) on acquisitions and disposals of consolidated activities and | (2) | 3 | ||||
investments in non-consolidated companies | ||||||
Cash of acquired or divested companies | 22.2 | (7) | 78 | |||
Sub-total | 22.2 | (41) | (720) | |||
Other cash flows from investing activities: | ||||||
Dividends received from non-consolidated companies | 3 | 1 | ||||
Net change in other non-current financial assets | 30 | 41 | ||||
Sub-total | 33 | 42 | ||||
Net cash generated by/(used in) investing activities (b) | (345) | (978) | ||||
Capital increases/(reductions) paid by shareholders and non-controlling | (3) | |||||
interests and other transactions between shareholders | ||||||
Dividends paid to shareholders of the parent company | (181) | (268) | ||||
Dividends paid by consolidated companies to non-controlling interests | (2) | (2) | ||||
Change in current and non-current debt | (117) | 391 | ||||
Repayment of lease obligations | (88) | (69) | ||||
Cost of net debt and interest expense on lease obligations | (48) | (44) | ||||
Other cash flows related to financing activities | ||||||
Net cash generated by/(used in) financing activities (c) | (436) | 5 | ||||
Effect of foreign exchange fluctuations (d) | 9 | |||||
Change in net cash position (a+b+c+d) | 26 | (526) | ||||
Net cash position at start of period | 75 | 600 | ||||
Net cash position at end of period including held-for-sale operations | 101 | 74 | ||||
Net cash related to held-for-sale operations | 1 | |||||
Net cash position at end of period | 101 | 75 | ||||
(1) Restated for the effects of first-time application of IFRS 16 and IFRIC 23
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Notes to the consolidated financial statements
Contents
- Significant events
- Group accounting policies
- Non-currentassets
- Current assets
- Consolidated shareholders' equity
- Non-currentand current provisions
- Deferred tax assets and liabilities
- Non-currentand current debt (excluding lease obligations)
- Main components of change in net debt
- Non-currentand current lease obligations
- Current liabilities
- Revenue and order backlog
- Operating profit
- Cost of net debt and other financial income and expenses
- Income taxes
- Basic and diluted earnings per share
- Segment information and other financial indicators
- Financial instruments
- Off balance sheet commitments
- Employee benefit obligations
- Disclosures on related parties and remuneration of directors and senior executives
- Additional cash flow statement information
- Auditors' fees
- Impacts offirst-time application of IFRS 16, "Leases" and IFRIC 23, "Uncertainty Over Income Tax Treatments"
- List of principal consolidated companies
- Principal exchange rates
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NOTE 1. SIGNIFICANT EVENTS
1.1 - Scope of consolidation as of December 31, 2019
As of December 31, 2019, 542 entities were consolidated by Colas SA, compared with 569 as of December 31, 2018. The net reduction of 27 entities was mainly due to the deconsolidation of the Smac group, which was sold in 2019 (see Note 1.2.) and the reorganization of the Colas Canada Group.
Number of consolidated entities | 2019 | 2018 |
Entities controlled by the Group | 327 | 370 |
Joint operations | 81 | 75 |
Joint ventures and associates | 134 | 124 |
Total | 542 | 569 |
1.2 - Significant events
1.2.1 - Significant events of 2019
Sale of Smac
On February 14, 2019, Colas announced that it had signed an agreement to sell Smac to a subsidiary of OpenGate Capital.
Effective completion of the transaction occurred on May 20, 2019 after all the conditions precedent had been fulfilled, in particular approval from the competition authorities. This divestment reduced revenue by approximately €600 million on an annual basis, and did not have a material impact on the operating profit of Colas in 2019.
Acquisition of Skanska's operations in Poland
On April 1, 2019 Colas Polska, the Polish subsidiary of Colas, completed the acquisition of part of Skanska's asphalt mix operations in Poland.
Acquisition of Asfalcura in Chile
On July 2, 2019, Colas completed the acquisition of the Chilean roadbuilding company Constructora Asfalcura, which specializes mainly in the production and application of asphalt mix.
1.2.2 - Reminder of the significant events of 2018
Acquisition of the Miller McAsphalt group
In line with the memorandum of understanding signed August 30, 2017, Colas completed the acquisition of the entire share capital of the Miller McAsphalt group on February 28, 2018. The Miller McAsphalt group is a major player in road construction and bitumen distribution in Canada, with a particularly strong foothold in Ontario. Over the previous three years, it generated average annual revenue of approximately CAD 1.3 billion; it employs 3,300 people. The purchase price paid on the completion date was CAD 953 million, equivalent to €611 million. Out of the total purchase price, €410 million was financed by debt. As of the date control was obtained, net debt increased by €555 million, and provisional goodwill after the purchase price allocation amounted to CAD140 million, equivalent to €92 million. On completion of the twelve-month purchase price allocation period, that provisional goodwill became final; as of December 31, 2019, it amounted to €90 million before translation adjustments.
The profit contribution of the acquired business was recognized over ten months of operations in 2018.
Acquisition of the railways activities of the Alpiq group
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On March 26, 2018 Bouygues Construction and Colas announced the acquisition of the entire share capital of Alpiq Engineering Services, which specializes in hard and soft services in construction and in energy, industrial and transport infrastructures. Alpiq employs nearly 7,650 people and generated revenue of approximately CHF 1.7 billion in 2017, mainly in Switzerland (57%), Germany (24%) and Italy (12%). Following clearance from the European and Swiss competition authorities on July 11, 2018, the acquisition was completed on July 31, 2018 based on an enterprise value of CHF 150 million for Colas Rail. As of the date control was obtained, provisional goodwill after the purchase price allocation (which did not result in any remeasurement of the acquired assets or assumed liabilities) amounted to €74 million. On completion of the twelve-month purchase price allocation period, that provisional goodwill became final; it amounted to €70 million as of December 31, 2019.
The profit contribution of the acquired business was recognized over five months of operations in 2018.
Sale of Smac
On November 19, 2018, a potential purchaser signed an undertaking to buy Smac (the Colas Group's waterproofing activity, representing revenue of approximately €600 million), expiring seven months later. As of December 31, 2018 (in accordance with IFRS 5, "Non-current Assets Held for Sale and Discontinued Operations"), the assets and liabilities of Smac were presented in the balance sheet within "Held-for-sale assets and operations" and "Liabilities related to held-for-sale operations", at carrying amounts of €339 million and €333 million respectively.
1.2.3 - Significant events and changes in scope of consolidation subsequent to December 31, 2019
The Group is not aware of any significant events subsequent to the end of the reporting period.
1.3 - Comparability of the financial statements
Changes in the scope of consolidation during 2019 do not have a material impact on the consolidated financial statements presented for the year ended December 31, 2019, and do not impair comparability with the consolidated financial statements for the year ended December 31, 2018.
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NOTE 2. GROUP ACCOUNTING POLICIES
2.1 - Activities
Colas is a world leader in the construction and maintenance of transport infrastructure.
Roads represent 90% of total operations, including
- the construction and maintenance of roads, motorways, airport runways, port facilities, industrial and logistics platforms, urban development,reserved-lane public transport systems (tramways), recreational facilities, bike paths, etc. In some regions, Colas is involved in civil engineering (small and large-scale infrastructure projects) and in building (new build, renovation and demolition/deconstruction) alongside the core road business.
- upstream from the construction sector, a substantial industrial activity in the production and recycling of construction materials (aggregates, emulsions and binders, asphalt mixes,ready-mix concrete, bitumen), built on a dense international network of quarries, emulsion plants, asphalt plants and concrete plants;
- infrastructure concession and management activities including motorways, airports, urban road networks and urban public transport systems.
Colas also operates in a number of other activities, generally complementary with the roads business, representing 10% of total operations:
- road safety and Signaling, traffic management, and the manufacture, installation and maintenance of safety equipment;
- water & energy transport;
- railways (design and engineering, construction, renewal and maintenance of infrastructure).
2.2 - Basis of preparation of the financial statements
The consolidated financial statements of the Colas Group include the financial statements of Colas SA and its subsidiaries.
They were closed off by the Board of Directors on February 18, 2020, and will be submitted for approval by the forthcoming Annual General Meeting of the shareholders on April 22, 2020.
The consolidated financial statements for the year ended December 31, 2019 were prepared using millions of euros (unless other mentioned) and in accordance with IFRS using the historical cost convention, except for certain financial assets and liabilities measured at fair value where this is a requirement under IFRS. They include comparatives as of and for the year ended December 31, 2018, restated to take account of the first-time application of IFRS 16 and IFRIC 23 in the balance sheet as of January 1, 2019 (see Note 24 to the consolidated financial statements).
The Colas Group applied the same standards, interpretations and accounting policies for the year ended December 31, 2019 as were applied in its consolidated financial statements for the year ended December 31, 2018, except for changes required to meet new IFRS requirements applicable from January 1, 2019 (see below).
Principal new standards and interpretations effective within the European Union and mandatorily applicable from January 1,
2019:
- IFRS 16: Leases
On January 13, 2016, the IASB issued IFRS 16, "Leases", replacing IAS 17 and the associated IFRIC and SIC interpretations. The new standard was endorsed by the European Union on October 31, 2017 and is applicable from January 1, 2019. Colas did not early adopt IFRS 16, and for first-time application elected the retrospective approach with presentation of a comparative period.
The impacts of applying IFRS 16 on the financial statements for the year ended December 31, 2018 are presented in Note 24 to the consolidated financial statements.
- IFRIC 23: Uncertainty Over Income Tax Treatments
On June 7, 2017, the IFRS Interpretations Committee issued IFRIC 23. IFRIC 23 clarifies the accounting treatments used to recognize the fiscal consequences of uncertainties relating to income taxes. IFRIC 23 was endorsed by the European Union on October 23, 2018 and is applicable from January 1, 2019; the Group did not elect early adoption.
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The impacts of applying IFRIC 23 on the consolidated financial statements for the year ended December 31, 2018 are not material, and are presented in Note 24 to the consolidated financial statements.
Exercise of judgement and use of estimates:
In preparing consolidated financial statements to comply with IFRS standards and interpretations, the Group uses estimates and assumptions which may have affected the amounts reported for assets, liabilities and contingent liabilities at the end of the reporting period, and the amounts of income and expenses reported for the period.
These estimates and assumptions have been applied consistently on the basis of past experience and of various other factors regarded as reasonable forming the basis of assessments of the valuations of assets and liabilities for accounting purposes. Actual results may differ materially from these estimates if different assumptions or conditions apply.
The main items involved are the impairment testing of goodwill and equity investments; the measurement of identifiable assets and liabilities in a purchase price allocation; employee benefits (lump-sum retirement benefits, pensions, etc.); the fair value of unlisted financial instruments; the recoverability of deferred tax assets, especially where there is a history of tax losses over a number of years; provisions (for litigation and claims, etc.); leases (lease terms and incremental borrowing rates, as described respectively in Notes 2.7.2. and Note 2.11.2 to the consolidated financial statements); and end-of- contract margins on construction contracts (see Note 2.13.1 to the consolidated financial statements).
Where no standard or interpretation applies to specific transactions, events or conditions, Group management exercises its judgement to define and apply accounting policies that will provide relevant information that gives a fair presentation and is comparable between periods, such that the consolidated financial statements:
- represent faithfully the financial position, financial performance and cash flows of the Group;
- reflect the economic substance of the underlying transactions;
- are neutral, prudent, and complete in all material respects.
Disclosures about judgements made by management are provided in the notes to the consolidated financial statements.
Held-for-sale assets and discontinued or held-for-sale operations:
A non-current asset, or a group of directly-associated assets and liabilities, is regarded as being held for sale if its carrying amount will be recovered primarily through a sale rather than through continuing use. For this to be the case, the asset must be available for sale in its immediate condition, and its sale must be highly probable. Such held-for-sale assets or asset groups are measured at the lower of the carrying amount or the estimated selling price less costs to sell.
An operation that is discontinued or classified as held-for-sale is one that is material to the Group (having been treated as a cash generating unit) and that has either been disposed of or has been classified as a held-for-sale asset. Income statement and cash flow statement information about such discontinued or held-for-sale operations is reported in separate line items in the consolidated financial statements for all periods presented.
2.3 Consolidation methods
- Companies controlled by the Group
Companies over which Colas exercises control are consolidated.
- Jointly-controlledcompanies
A joint venture or joint operation derives from a contractual arrangement whereby two or more parties undertake an economic activity which is subject to joint control. In the case of joint operations (which give each party direct rights over the assets and obligations for the liabilities), the assets, liabilities, income and expenses of the joint operation are accounted for in accordance with the interests held in the joint operation. Joint ventures, which give the parties rights over the net assets, are accounted for using the equity method.
- Companies over which Colas exercises significant influence
An associate is a company over which Colas exercises significant influence without exercising control. Significant influence is presumed to exist where Colas directly or indirectly holds at least 20% of the entity's voting rights.
The net profit or loss and the assets and liabilities of such entities are accounted for by the equity method.
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2.4 Business combinations
Since January 1, 2010, business combinations have been accounted for in accordance with the revised IFRS 3.
In a business combination, goodwill at the acquisition date represents (i) the sum total of the consideration transferred (i.e. acquisition price) and non-controlling interests minus (ii) the net amount recognized (usually at fair value) for the identifiable assets acquired and liabilities assumed, adjusted to reflect the fair value remeasurement of any previously-acquired equity interest. The revised IFRS 3 allows entities to elect one of two methods of accounting for non-controlling interests in each business combination:
- at fair value (full goodwill method), i.e. thenon-controlling interests are allocated their share of goodwill;
- at thenon-controlling interests' proportionate share of the acquired entity's identifiable assets and liabilities (partial goodwill method), i.e. no share of goodwill is allocated to the non-controlling interests.
Fair value is the price that would be received for selling an asset or paid for transferring a liability in an arm's length transaction between market participants as of the date of measurement.
Goodwill is allocated to the Cash Generating Unit (CGU) benefiting from the business combination or to the group of CGUs at the level of which return on investment is measured.
The purchase price allocation period is limited to the time required to identify and measure the acquired entity's assets and liabilities, the non-controlling interests, the consideration transferred and the fair value of any previously-held equity interest, subject to a maximum period of 12 months.
Amortization of intangible assets recognized in a purchase price allocation is charged against current operating profit, in the same way as for depreciation of property, plant and equipment.
Negative goodwill (i.e. gain from a bargain purchase) is taken to the income statement in the period in which the acquisition is made.
Subsequently, goodwill is carried at cost net of any impairment losses identified annually using the methods described in the sections on impairment testing in Note 2.7.4 ("Impairment testing of non-current assets, joint ventures and associates"), in accordance with IAS 36. Impairment losses are charged to the income statement as an operating item.
In accordance with the revised IFRS 3, the previously-held equity interest in a step acquisition is remeasured at fair value through profit or loss on the date when control is obtained. In the event of loss of control with a retained equity interest, that retained interest is remeasured at fair value; the gain or loss on remeasurement is recognized in profit or loss, along with the gain or loss arising on the disposal.
In the event of a change in percentage interest with no effect on control, the difference between the consideration transferred and the carrying amount of the non-controlling interest is recognized directly in equity attributable to the Group. Consequently, no additional goodwill is recognized.
All acquisition-related costs are recognized as an expense within current operating profit for the period.
In the event of a partial divestment of the component operations of a CGU, the Group usually allocates the goodwill in proportion to the value of the divested operation relative to the value of the CGU as measured at the date of divestment, unless it can be demonstrated that another method better reflects the goodwill of the divested operation; this policy complies with paragraph 86 of IAS 36.
Goodwill recognized prior to January 1, 2004 continues to be measured using the partial fair value method. Non-controlling interests are measured on the basis of the carrying amount of the relevant items as shown in the balance sheet of the acquired entity.
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2.5 Foreign currency translation
- Transactions denominated in foreign currencies
Transactions denominated in foreign currencies are translated into euros at the average exchange rate on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the end of the reporting period are translated at the closing exchange rate. Translation differences are recognized in profit or loss for the period. Non-monetary assets and liabilities denominated in foreign currencies and accounted for at historical cost are translated using the exchange rate on the date of the transaction.
- Financial statements of entities with a functional currency other than the euro
All assets and liabilities of consolidated entities with a functional currency other than the euro are translated at the closing exchange rate. Income and expenses are translated at the average exchange rate for the period. Translation differences arising from this treatment, and arising from the retranslation of a subsidiary's opening shareholders' equity at the closing exchange rate, are taken to the translation reserve (which is a component of consolidated shareholders' equity). Translation differences arising on the net investment in foreign subsidiaries and associates are recognized in shareholders' equity.
2.6 Assessment of income taxes
Deferred taxation is recognized on differences between the carrying amount and tax base of assets or liabilities, and arises as a result of:
- temporary differences between the carrying amount and tax base of assets or liabilities, which may be:
- items generating a tax liability in the future (deferred tax liabilities), arising mainly from income that is liable to tax in future periods;
- items deductible from taxable profits in the future (deferred tax assets), mainly provisions that are temporarily non- deductible for tax purposes. Such assets are recognized to the extent that it is probable that sufficient taxable profits will be available against which to offset the temporary differences, and are reviewed at the end of each reporting period;
- tax losses available forcarry-forward (deferred tax assets), where it is probable that these losses will be recovered in future periods.
Deferred taxes are measured using national tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted in the relevant country by the closing of the reporting period. As of December 31, 2019, the temporary differences and tax losses available for carry-forward of French entities were measured at the following rates as approved by the French National Assembly, according to the period in which they are expected to reverse:
- 32.02% for 2020;
- 28.41% for 2021;
- 25.83% for 2022 and later.
Deferred taxes are not discounted, and are reported in non-current assets and liabilities.
2.7 Non-current assets
2.7.1 Property, plant and equipment
Property, plant and equipment is measured at acquisition cost net of accumulated depreciation and impairment. Depreciation is recognized on a straight-line basis over the estimated useful life of the asset.
Principal useful lives applied | |
Land | (see below) |
Non-operating buildings | 20 to 40 years |
Industrial buildings | 10 to 20 years |
Plant, equipment and tooling | 5 to 15 years |
Other property, plant and equipment | 3 to 10 years |
(vehicles and office equipment) | |
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Undeveloped and built-on land is not depreciated, but may be written down by an impairment loss if required. Land containing mineral deposits is depreciated on the basis of the rate of depletion, up to a maximum of 40 years. Accumulated depreciation computed on this basis may not be lower than straight-line depreciation.
If an item of property, plant and equipment requires a long period of preparation before it can be used or sold, borrowing costs directly attributable to its acquisition or construction are capitalized as part of the acquisition cost.
In accordance with IAS 16, when an item of property, plant and equipment consists of components with different useful lives, each component is accounted for and depreciated as a separate item of property, plant and equipment.
Gains and losses on disposal represent the difference between the sale proceeds and the carrying amount, and are recognized in the income statement under "Other income and expenses from operations" unless they meet the criteria for classification within "Other operating income and expenses" (see Note 2.13.3 to the consolidated financial statements).
Depreciation periods are reviewed annually, and may be adjusted if expected use differs from previous estimates.
Grants received
Investment grants received from national, regional or local governments are netted off the value of the assets concerned in the balance sheet, and depreciated at the same rate as those assets once receipt of the grant becomes unconditional.
2.7.2 Right of use of leased assets
IFRS 16 defines the right of use under a lease as an asset that represents a lessee's right to use an underlying asset for the lease term. This right of use is recognized by the Group on the commencement date of the lease (the date on which the asset is made available). It is measured at cost, which includes:
- the initial amount of the lease obligation (see Note 2.11.2 to the consolidated financial statements);
- lease payments made in advance to the lessor, less any lease incentives received from the lessor;
- material initial direct costs incurred by the lessee to obtain the lease, i.e. costs that would not have been incurred if the lease had not been obtained;
- an estimate of the costs of dismantling the leased asset, or restoring it to the condition required by the terms of the lease.
The right of use asset is amortized on a straight-line basis over the lease term. It is written down by means of an impairment allowance if there is an indication that it may have become impaired. The lease term is the non-cancellable period for which the lessee has the right to use the underlying asset, including any extension or termination options the lessee is reasonably certain to exercise. Within the Colas Group, rights of use relate mainly to property leases, generally with a lease term of nine years within France, and to equipment leases.
The Group will monitor market practice on implementing the IFRIC agenda decision of November 26, 2019, and assess the impact on the lease terms applied under IFRS 16.
2.7.3 Intangible assets
IAS 38 defines an intangible asset as an identifiable non-monetary asset without physical substance which is controlled by the entity. An asset is identifiable:
- if it is separable, i.e. capable of being independently sold, transferred, licensed, rented or exchanged;
- or if it is derived from contractual or other legal rights, whether separable or not.
An asset is controlled if the entity has the power to obtain the future economic benefits from that asset and to restrict the access of others to those benefits.
Intangible assets with finite useful lives are depreciable. Intangible assets with indefinite useful lives are not depreciable, but are subject to annual impairment testing and are reviewed at the end of each reporting period to ensure that their useful lives are still indefinite.
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Intangible assets include:
- development expenses:
- Development expenses are capitalized if the IAS 38 criteria are met (in particular, if they are expected to generate future economic benefits and their cost can be reliably measured).
- In accordance with IFRS, incorporation and research expenses are expensed as incurred.
- concessions, patents and similar rights.
2.7.4 Impairment testing of non-current assets, joint ventures and associates
Impairment tests are carried out on the carrying amount of non-current assets and investments in joint ventures and associates if there is objective evidence that they may have become impaired.
The carrying amounts of indefinite-lived intangible assets and goodwill are compared to their recoverable amounts at least at the end of each financial year.
Impairment testing method used:
In determining the recoverable amount, intangible assets to which independent cash flows cannot be directly allocated are grouped within the CGU to which they belong, or within the appropriate group of CGUs representing the lowest level at which management monitors return on investment.
The groups of CGUs used within Colas reflects the Group's organizational structure.
They satisfy the following criteria: common management, and synergies in (i) human resources, (ii) physical resources, (iii) technical and (iv) design/execution.
- Roads Mainland France CGU: consists of the Roads business and (from 2019) Road Safety & Signaling activities in mainland France.
- Other Activities (excluding Railways) CGU: consists of the Water & Energy Transport business.
- Railways CGU: consists of the Railway business.
- Roads Europe (excluding France) CGU: consists of the Roads business in European countries (other than France) where the Group has operations.
- Roads North America CGU: consists of the Roads business in the United States and Canada.
- Roads Rest of the World CGU: consists of the Roads business in Africa, the Indian Ocean, Asia, Australia, Latin America, the Middle East, and French overseas.
The recoverable amount of a CGU is determined using the discounted cash flow (DCF) method, which involves discounting future cash flows at the weighted average cost of capital (including an economic risk premium). Future cash flows are determined on the basis of projections prepared by the management of the CGU as part of the standard budgeting procedure for the first year, and of a three-year plan for the two subsequent years.
The recoverable amount of the assets of the CGU as determined above is then compared with their carrying amount in the consolidated balance sheet, after including right of use assets and deducting lease obligations:
If the carrying amount in the consolidated balance sheet is greater than the recoverable amount, an impairment loss is recognized. Any such losses are allocated in the first instance to any goodwill carried in the balance sheet, and may not be subsequently reversed.
The method used to take account of IFRS 16 in impairment testing (as described above) is an accepted transitional method, and may change in 2020 depending on market practice.
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Impairment testing of investments in joint ventures and associates:
Because goodwill included in the carrying amount of a joint venture or associate is not reported separately, it is not tested separately for impairment, in line with IAS 36. An impairment loss is recognized if the carrying amount of the investment exceeds its recoverable amount. This loss is charged against the carrying amount of the investment, and may be reversed.
2.7.5 Non-current financial assets
Other non-current financial assets include loans and receivables (including advances to non-consolidated companies), deposits and caution money, and investments in non-consolidated companies (i.e. those over which the Group exercises neither control nor significant influence).
Investments in non-consolidated companies are measured at fair value, with changes in fair value taken either to shareholders' equity in "Items not reclassifiable to profit or loss" or to the income statement in "Other financial income" or "Other financial expenses", depending on the treatment elected by the Group for each individual investment.
Fair value is the market price for listed investments, and estimated value in use for unlisted investments. Value in use is determined using the most appropriate financial criteria for each individual investment.
Advances to non-consolidated companies, and other loans and receivables, are accounted for at amortized cost, determined using the effective interest method.
In the case of floating-rate loans and receivables, cash flows are periodically re-estimated to reflect changes in market interest rates, resulting in an adjustment to the effective interest rate and hence to the valuation of the loan or receivable.
Loans and receivables are accounted for at amortized cost. In accordance with IFRS 9 an impairment allowance is recognized on initial recognition to reflect the expected risk of loss during the next 12 months, and charged to profit or loss.
2.8 Current assets
2.8.1 Inventories
Inventories are measured at the lower of cost or net realizable value.
Cost includes all acquisition and transformation costs.
Acquisition cost includes the purchase price, customs duties and other non-recoverable taxes and duties, and transport and handling costs incurred to bring inventories to their current location.
Transformation cost includes all direct and indirect costs incurred to transform raw materials into finished goods.
On subsequent measurement, cost is calculated using the first in first out method or the weighted average cost method, depending on the nature of the inventory.
Net realizable value is the estimated selling price of the product less the estimated costs to complete and sell it.
2.8.2 Trade receivables
Trade receivables are carried at face value, net of impairment recorded to reflect the probability of recovery. These receivables are usually short-term and non interest-bearing. They are measured at the original invoice amount, unless application of an implied interest rate would have a material effect.
For contracts accounted for using the percentage of completion method, trade receivables include invoices and statements issued as works are executed or services provided, and accepted by the project owner.
2.8.3 Customer contract assets
Customer contract assets represent revenue recognized on a percentage of completion basis where billing is contingent on the supply of other goods and services and/or on the attainment of contractually agreed milestones.
2.8.4 Other current receivables and prepaid expenses
Other receivables are carried at face value, net of impairment recorded to reflect the probability of recovery.
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2.9 Financial instruments
Some Group entities use hedging instruments to limit the impact on profit or loss of fluctuations in exchange rates, interest rates and commodity prices. The Group's policy on the use of financial instruments is described below.
2.9.1 Risks to which the Group is exposed
Interest rate risk
The Group's interest expense has low sensitivity to interest rate fluctuations because floating-rate debt is partly matched by surplus cash invested at floating rates. If floating-rate debt is not matched by surplus cash over an extended period, interest rate hedges are contracted on an as-needed basis. In addition to the floating-rate debt carried on the balance sheet, the seasonal nature of the Group's operations may require short-term borrowings to be contracted.
Some financial assets or liabilities may be hedged on an as-needed basis.
Foreign exchange risk
The Group has low exposure to foreign exchange risk in its ordinary commercial operations, because the subsidiaries generate only a very small proportion of their revenue from exports, and the majority of consolidated revenue (53%) is generated within the euro zone.
In most cases, international revenue is generated by local subsidiaries that invoice and incur expenditure in the currency of the country where the works are carried out. That means that fluctuations in exchange rates have no material impact on the Group's revenue and profits apart from currency translation effects arising from fluctuations in average exchange rates. Because more than a quarter of revenue is generated in North America, the Group is sensitive to fluctuations in the exchange rate of the US and Canadian dollars against the euro.
Borrowings and deposits are pooled in the local currency of each country (euro, US dollar, Canadian dollar, etc).
Occasionally, some contracts billed in a foreign currency may be covered by a currency hedge.
To the extent possible, acquisitions of foreign subsidiaries are financed in local currency. As a general rule, assets denominated in foreign currencies are not intended to be sold and are not hedged against foreign exchange risk.
Forward currency hedges are used to optimize the Group's cash position by enabling surplus cash loaned to or borrowed from subsidiaries to be converted into the subsidiary's local currency, as a substitute for bank credit facilities.
The Group also pays particular attention to risks relating to assets denominated in non-convertible currencies, and to country risk generally.
Commodities risk
The Group is sensitive to fluctuations in commodity prices (especially petroleum-based products in the Roads business); there is also some exposure to the prices of certain metals in the Road Safety & Signaling and Railway businesses. Hedges may be contracted on an as-needed basis in connection with specific contracts.
2.9.2 Principles applied to all hedging instruments
Instruments used for hedging purposes are restricted to plain vanilla products such as:
- for hedging foreign exchange risk: forward currency purchases and sales, currency swaps and currency options;
- for hedging interest rate risk: interest rate swaps, future rate agreements, purchases of caps and collars, and interest rate options;
- for hedging commodities risk: forward commodity purchases and sales, commodity swaps and commodity options. These instruments have the following characteristics:
- they are used solely for hedging purposes;
- they are contracted solely withhigh-quality French and foreign banks;
- they carry no liquidity risk in the event of reversal.
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The use of hedging instruments and selection of counterparties - and more generally, the management of exposure to currency risk, interest rate risk and commodities risk - are subject to specific detailed monitoring which is reported to the bodies responsible for management and control within the relevant companies, including the parent company (Colas SA).
2.9.3 Accounting policy on financial instruments
In general, the financial instruments used by the Group qualify for hedge accounting, which means that the hedging relationship is documented in accordance with the requirements of IFRS 9. Three types of accounting treatment are used:
- fair value hedges: changes in the fair value of the hedging instrument and changes in the fair value of the hedged item are recognized symmetrically in the income statement;
- cash flow hedges: changes in the fair value of the hedging instrument are recognized in the income statement for the ineffective portion of the hedging relationship, and in shareholders' equity (until the hedge is closed out) for the effective portion;
- hedges of a net investment in a foreign operation: changes in the intrinsic value of the hedging instrument are recognized in shareholders' equity until the hedge is closed out.
2.10 Consolidated shareholders' equity
Treasury shares are deducted from consolidated shareholders' equity. If a Group subsidiary holds its own shares, an additional percentage interest in that subsidiary is recognized at Group level.
2.10.1 Translation reserve
The translation reserve represents translation differences arising since January 1, 2004, when the reserve was deemed to be zero and the balance transferred to "Retained earnings". In the event of disposal of a subsidiary, associate or joint venture that prepares its accounts in a foreign currency, the cumulative translation reserve as of the date of disposal is reversed out through profit or loss, such that the gain or loss on disposal is calculated without the effect of exchange rate fluctuations.
2.10.2 Information about the management of capital
The objective of Colas management in managing capital is to maintain consolidated shareholders' equity at a level consistent with:
- maintaining a reasonable ratio of net debt to shareholders' equity;
- distributing regular dividends to shareholders.
However, the level of equity may vary over short periods, especially if a strategically important investment opportunity arises.
The business plan is a key management tool, used by the parent company to assess the financial position of each business segment and of the Group as a whole, and the effects on consolidated shareholders' equity.
Some performance indicators used by Colas may be calculated with reference to shareholders' equity, but most are not. The shareholders' equity of the Colas Group is not subject to any restriction under the articles of association.
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2.11 Non-current liabilities
2.11.1 Non-current debt
With the exception of derivative instruments accounted for as liabilities measured at fair value (including a counterparty risk component, which is immaterial), all other borrowings and financial liabilities are accounted for at amortized cost using the effective interest method.
The portion of non-current debt due within less than one year is included in current liabilities.
2.11.2 Non-current lease obligations
In accordance with IFRS 16, on commencement of a lease the lessee recognizes a lease obligation in the balance sheet, equivalent to the present value of the lease payments over the lease term.
The following amounts are included in the lease payments used to measure the obligation:
- fixed payments (includingin-substance fixed payments, i.e. payments that may in form contain variability, but in substance are unavoidable);
- variable lease payments that depend on an index or a rate at the commencement date of the lease;
- payments due by the lessee under residual value guarantees;
- the exercise price of a purchase option, if that option is reasonably certain to be exercised;
- payments of penalties for terminating or not extending the lease.
During the term of the lease, the carrying amount of the lease obligation is:
- increased to reflect interest on the lease obligation, which is recognized as an expense in the income statement and calculated using the discount rate used on initial measurement; and
- reduced to reflect lease payments made.
The discount rate used to calculate the lease obligation is determined for each asset on the basis of the incremental borrowing rate at the inception date of the lease. That rate is obtained by aggregating a market rate that reflects the location, currency and lease term, and a sector-specific spread that reflects the nature of the lease.
The Group has elected to apply the practical expedients permitted by IFRS 16 to exclude leases where the as-new value of the underlying asset is less than €5,000, and assets where the lease term is reasonably certain to be less than twelve months. Such leases are recognized in profit or loss as and when lease payments are made. The Group has also elected to account for each lease component separately, distinguishing the lease components from the non-lease (service) components.
As permitted by IFRS 16, the Colas Group has not elected to apply the standard to leases of intangible assets.
The portion of non-current lease obligations due within less than one year is included in current liabilities.
2.11.3 Non-current provisions
In accordance with IAS 37, a provision is recorded at the end of the reporting period if the Group has an obligation to a third party resulting from a past event and it is probable that settlement of the obligation will result in a net outflow from the Group of resources embodying economic benefits.
The amount recognized as a provision represents the Group's best estimate of the net outflow of resources.
Non-current provisions are not associated with the Colas Group's normal operating cycle, and mainly comprise:
Employee benefits
- Pensions:
To cover their post-employment pension obligations to employees, Group companies make regular payments to external bodies including public-sector and private-sector pension schemes and independent pension fund managers (defined- contribution plans).
However, some defined-benefit pension plans remain in place in the United Kingdom, Ireland, Canada and Switzerland. With the exception of the Colas Rail Ltd plan, those plans cover only a limited number of employees, as it was decided some years ago to close them to new entrants. These pension plans are managed by independent pension fund managers.
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- Lump-sumretirement benefits:
The cost of these benefits is calculated using the projected unit credit method based on final salary. The calculation method is based on individual projections and takes into account (i) employee turnover based on the average number of voluntary leavers by business segment, age bracket and employee category and (ii) estimated mortality, based on mortality tables.
Actuarial gains and losses are recognized in "Other recognized income and expense".
- Long service awards:
The vast majority of Group companies have a long-standing and systematic policy of awarding long service bonuses. The calculation method is based on individual projections and takes into account (i) employee turnover and (ii) estimated mortality, based on mortality tables.
Actuarial gains and losses are recognized in profit or loss.
Litigation and claims
- Litigation and claims on contracts:
The amount of risk provided for is measured on the basis of the claim made by the complainant, or an estimate of remedial works issued by court-appointed experts.
- Risks relating to tax, social security and other official inspections:
Reassessments are recognized in profit or loss in the period in which they are accepted by the Group; if they are contested, a provision is recognized (except where they relate to corporate income taxes, in which case a tax liability is recognized).
Provisions for customer warranties (long term)
These represent an estimate of works to be carried out under warranties that exceed the length of the operating cycle (1 to 2 years), such as the 10-year warranty provided on some constructions.
Site remediation costs (long term)
Detailed estimates are prepared of the remediation costs that will be incurred when quarries are exhausted or their operating licenses expire; these include labor and materials costs, and a share of overheads. Only costs that will be incurred more than twelve months after the end of the reporting period are included in this line item.
2.11.4 Deferred tax liabilities
Deferred tax liabilities are income taxes payable in future periods in respect of taxable temporary differences (i.e. sources of future taxable profits).
A deferred tax liability is recognized for temporary differences generated by investments in subsidiaries, associates and joint ventures, unless (i) the parent company is able to control the date on which the temporary difference will reverse and (ii) it is probable that the temporary difference will not reverse in the foreseeable future (i.e. there are no plans to divest in the foreseeable future).
If it is probable that there will be a distribution of profits in the foreseeable future and there is no control over the investee (associates), a deferred tax liability is recognized.
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2.12 Current liabilities
2.12.1 Current provisions
These are provisions related to the normal operating cycle of each segment, and mainly comprise:
Provisions for customer warranties(valid for up to two years)
Provisions for completion of snagging lists under contractual warranties are assessed individually for each project.
Provisions for site clean-up
These comprise costs to be incurred on post-contractclean-up, including the removal of plant and equipment. Such costs are assessed individually for each project, taking account of the size of the projects and the distance of the site from permanent Colas facilities.
Provisions for expected losses to completion
These relate to construction contracts in progress, and take account of claims accepted by the customer. They are measured on a contract by contract basis, with no netting between them.
Site rehabilitation costs
These provisions cover the cost of rehabilitating sites (mainly quarries) after operations cease, where the work is to be carried out within the twelve months following the end of the reporting period.
As required by IAS 37, "Provisions, Contingent Liabilities and Contingent Assets", information about the most significant provisions is disclosed to the extent that such disclosure is not prejudicial to the Group's interests.
2.12.2 Trade payables
Because of the short-term nature of these liabilities, the carrying amounts shown in the consolidated financial statements are a reasonable estimate of market value.
2.12.3 Customer contract liabilities
Customer contract liabilities represent the Group's obligation to transfer goods and services for which payment has already been received from a customer, or where the Group has an unconditional right to receive payment. They include advances and down-payments received on orders, and differences arising from the percentage of completion on a contract (see Note 11 to the consolidated financial statements).
2.13 Income statement
As allowed under IAS 1, the Group presents an income statement that classifies expenses by nature. In presenting its income statement, the Group has applied ANC Recommendations 2013-03 of November 7, 2013 and 2016-01 of December 2, 2016.
2.13.1 Revenue recognition
The Group recognizes revenue when:
- a customer contract, and the performance obligations within that contract, have been identified;
- a transaction price has been determined, and allocated between the performance obligations;
- the distinct performance obligations under the contract have been satisfied;
- it is probable that the future economic benefits of the transaction will flow to the Group;
- the amount of revenue can be reliably measured;
- at the transaction date, it is probable that the amount of the sale will be recovered.
Customer contracts are analyzed to determine what performance obligations they contain; most of the Group's contracts contain a single performance obligation.
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Sales of goods (bitumen and aggregates)
Revenue is recognized when control of the goods is transferred, i.e. on delivery.
Sales of services (railway maintenance and water & energy transport)
Revenue is recognized as the service is provided.
Construction contracts (road or railway infrastructure construction)
Revenue from construction activities corresponds to the latest estimate of the total selling price, and takes account of claims that have been accepted by the customer or are highly probable.
Such revenue is recognized at the end of each period using the percentage of completion method, with the rate of completion determined on the basis of the cost of works completed.
As soon as a loss on a contract is known and can be reliably measured, it is covered by a provision for expected losses to completion within "Current provisions" in the balance sheet. The loss is provided for in full, irrespective of the completion rate.
2.13.2 Current operating profit
Current operating profit is the profit derived from the Group's main revenue-generating activities, and from all other activities that are not investing or financing activities.
Impairment of goodwill is recognized as a charge against current operating profit.
2.13.3 Other operating income and expenses
These line items contain a very limited number of income and expense items, which are unusual and occur infrequently but are of particularly large amounts. The Group reports these items separately in its income statement to give users of the financial statements a better understanding of ongoing operational performance.
For a description of these items, refer to Note 13 to the consolidated financial statements.
2.13.4 Cost of net debt
This line item includes expenses and income related to cash and cash equivalents, and borrowing costs.
2.14 Consolidated cash flow statement
The consolidated cash flow statement is presented in accordance with the amended IAS 7 and with ANC Recommendations 2013-03 of November 7, 2013 (using the indirect method) and 2016-01 of December 2, 2016. The cash flow statement explains changes in the Group's net cash position, which is defined as the net total of the following balance sheet items:
- cash and cash equivalents;
- overdrafts andshort-term bank borrowings.
Consolidated net profit is adjusted to eliminate the impact of transactions with no cash effect, and of income and expenses related to investing or financing activities.
2.15 OTHER FINANCIAL INDICATORS
2.15.1 EBITDA after Leases
"EBITDA after Leases" is defined as "Current operating profit after Leases" (i.e. current operating profit after taking account of interest expense on lease obligations), before (i) net depreciation and amortization expense on property, plant and equipment and intangible assets, (ii) net charges to provisions and impairment losses, and (iii) effects of acquisitions of control or losses of control. Those effects relate to the impact of remeasuring previously-held interests or retained interests.
In 2018, the tax-exempt competitiveness and employment tax credit (CICE) to which French companies were entitled was recognized in current operating profit, as a reduction in personnel costs. With effect from January 1, 2019, the CICE was replaced by a reduction in personnel costs, which increases the tax base and hence the amount of income tax expense.
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"Other income from operations" and "Other expenses from operations", which are a component of current operating profit, mainly comprise:
- net foreign exchange differences on commercial transactions;
- gains and losses on disposals ofnon-current assets;
- profits and losses from joint operations, representing the Group's share of profits or losses fromnon-consolidated companies such as Sociétés en Participation(SEPs), for example those that operate asphalt and binder production facilities;
- royalties from the licensing of patents; and
- revenue from sales of raw material (bitumen) by Colas subsidiaries to asphalt and emulsion entities in the form of SEPs or economic interest groupings that subsequently sell the asphalt and emulsion back to Colas subsidiaries (with the expense recognized in "Purchases used in production").
2.15.2 Net debt/net surplus cash
Net debt (or net surplus cash) is obtained by aggregating the following items:
- cash and cash equivalents;
- overdrafts andshort-term bank borrowings.
- non-currentand current debt;
- financial instruments (used to hedge financial liabilities measured at fair value).
Net debt/net surplus cash does not include non-current and current lease obligations.
A positive figure represents net surplus cash and a negative figure represents net debt.
2.15.3 Free cash flow after changes in working capital requirements
"Free cash flow after changes in working capital requirements" is defined as net cash flow (determined after (i) cost of net debt, (ii) interest expense on lease obligations and (iii) income taxes paid), minus net capital expenditure and repayments of lease obligations. It is calculated after changes in working capital requirements related to operating activities.
2.15.4 Changes in working capital requirements related to operating activities
"Changes in working capital requirements related to operating activities" as presented in the cash flow statement is the result of net changes to:
- inventories and work in progress;
- advances anddown-payments made on orders;
- trade receivables;
- customer contract assets;
- trade payables;
- customer contract liabilities;
- current provisions;
- other current asset and liability items, excluding (i) income taxes; (ii) net cash and cash equivalents and current debt; (iii) hedging instruments; (iv) current lease obligations; and (v) receivables/liabilities related to property, plant and equipment and intangible assets.
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NOTE 3. NON-CURRENT ASSETS
3.1 - Acquisitions of non-current assets during the year, net of disposals
2019 | 2018 | ||||
Property, plant and equipment | 399 | 455 | |||
Intangible assets and goodwill | 9 | 7 | |||
Capital expenditure | 408 | 462 | |||
Acquisitions of consolidated activities and investments in non-consolidated companies | 58 | 807 | |||
Acquisitions of non-current assets | 466 | 1,269 | |||
Proceeds from disposals of property, plant and equipment and intangible assets | (87) | (174) | |||
Proceeds from disposals of consolidated activities and investments in non- | (26) | (6) | |||
consolidated companies | |||||
Acquisitions of non-current assets, net of disposals | 353 | 1,089 | |||
3.2 - Non-current assets: movements during the period 3.2.1 - Property, plant and equipment
Land and buildings | Plant, equipment | PP&E under | Total | |
and tooling | construction and | |||
advance payments | ||||
Gross value | ||||
December 31, 2017 restated | 1,643 | 5,600 | 81 | 7,324 |
Translation adjustments | 2 | 6 | 8 | |
Transfers between accounts | 9 | 158 | (139) | 28 |
Changes in scope of consolidation | 154 | 258 | 6 | 418 |
Acquisitions | 37 | 261 | 157 | 455 |
Disposals | (32) | (393) | (425) | |
December 31, 2018 restated | 1,813 | 5,890 | 105 | 7,808 |
Translation adjustments | 32 | 91 | 1 | 124 |
Transfers between accounts | 17 | 96 | (109) | 4 |
Changes in scope of consolidation | 16 | 18 | 34 | |
Acquisitions | 28 | 247 | 124 | 399 |
Disposals | (42) | (500) | (542) | |
December 31, 2019 | 1,864 | 5,842 | 121 | 7,827 |
Depreciation and impairment | ||||
December 31, 2017 | (716) | (4,243) | (1) | (4,960) |
Translation adjustments | (2) | (6) | 1 | (7) |
Transfers between accounts | 6 | (15) | (9) | |
Changes in scope of consolidation | 11 | (136) | (125) | |
Net expense for the period | (61) | (382) | (443) | |
Disposals | 22 | 283 | 305 | |
December 31, 2018 | (740) | (4,499) | (5,239) | |
Translation adjustments | (8) | (65) | (73) | |
Transfers between accounts | (1) | (1) | ||
Changes in scope of consolidation | 7 | 7 | ||
Net expense for the period | (67) | (374) | (441) | |
Disposals | 31 | 467 | 498 | |
December 31, 2019 | (784) | (4,465) | (5,249) | |
Carrying amount | ||||
December 31, 2017 restated | 927 | 1,357 | 80 | 2,364 |
Of which mineral deposits (quarries) | 272 | 272 | ||
December 31, 2018 restated | 1,073 | 1,391 | 105 | 2,569 |
Of which mineral deposits (quarries) | 293 | 293 | ||
December 31, 2019 | 1,080 | 1,377 | 121 | 2,578 |
Of which mineral deposits (quarries) | 353 | 353 | ||
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As of December 31, 2019, committed orders placed for plant and equipment amounted to €17 million (versus €20 million as of December 31, 2018).
3.2.2 - Right of use of leased assets
Land and | Plant, | Other property, | Total | |||||
buildings | equipment | plant and | ||||||
and tooling | equipment | |||||||
Gross value | ||||||||
December 31, 2017 restated | 327 | 67 | 122 | 516 | ||||
Movements during 2018 | ||||||||
Translation adjustments | 1 | (3) | (1) | (3) | ||||
Changes in scope of consolidation | (2) | 82 | 16 | 96 | ||||
New leases, lease modifications, and other lease-related | (1) | (13) | 47 | 33 | ||||
movements | ||||||||
December 31, 2018 restated | 325 | 133 | 184 | 642 | ||||
Movements during 2019 |
Translation adjustments
Changes in scope of consolidation
New leases, lease modifications, and other lease-related movements
3 | 6 | 5 | 14 |
10 | 4 | 14 | |
22 | (53) | 63 | 32 |
December 31, 2019 | 360 | 90 | 252 | 702 |
Amortization and impairment | ||||
December 31, 2017 restated | (173) | (44) | (58) | (275) |
Movements during 2018 | ||||
Translation adjustments | 1 | 1 | ||
Changes in scope of consolidation | (21) | 4 | (17) | |
Net expense for the period | (33) | (15) | (20) | (68) |
New leases, lease modifications, and other lease-related | 46 | 17 | 24 | 87 |
movements | ||||
December 31, 2018 restated | (160) | (62) | (50) | (272) |
Movements during 2019 | ||||
Translation adjustments | (1) | (2) | (2) | (5) |
Changes in scope of consolidation | (1) | (1) | 1 | (1) |
Net expense for the period | (37) | (16) | (37) | (90) |
New leases, lease modifications, and other lease-related | 24 | 39 | 11 | 74 |
movements | ||||
December 31, 2019 | (175) | (42) | (77) | (294) |
Carrying amount | ||||
December 31, 2017 restated | 154 | 23 | 64 | 241 |
December 31, 2018 restated | 165 | 71 | 134 | 370 |
December 31, 2019 | 185 | 48 | 175 | 408 |
- 24 -
3.2.3 - Intangible assets
Concessions, patents and | Other | Total | ||||
other rights (1) | ||||||
Gross value | ||||||
December 31, 2017 | 148 | 89 | 237 | |||
Translation adjustments | (1) | (2) | (3) | |||
Transfers between accounts | 30 | (28) | 2 | |||
Changes in scope of consolidation | 12 | 110 | 122 | |||
Acquisitions | 4 | 3 | 7 | |||
Disposals and other reductions | (2) | (3) | (5) | |||
December 31, 2018 | 191 | 169 | 360 | |||
Translation adjustments | 2 | 8 | 10 | |||
Transfers between accounts | 4 | (1) | 3 | |||
Changes in scope of consolidation | 2 | 2 | ||||
Acquisitions | 4 | 5 | 9 | |||
Disposals and other reductions | (4) | (2) | (6) | |||
December 31, 2019 | 197 | 181 | 378 | |||
Amortization and impairment | ||||||
December 31, 2017 | (84) | (46) | (130) | |||
Translation adjustments | 1 | 1 | ||||
Transfers between accounts | ||||||
Changes in scope of consolidation | (4) | (1) | (5) | |||
Net expense for the period | (10) | (8) | (18) | |||
Disposals and other reductions | 2 | 3 | 5 | |||
December 31, 2018 | (95) | (52) | (147) | |||
Translation adjustments | (1) | (2) | (3) | |||
Transfers between accounts | ||||||
Changes in scope of consolidation | (1) | (1) | ||||
Net expense for the period | (11) | (10) | (21) | |||
Disposals and other reductions | 3 | 2 | 5 | |||
December 31, 2019 | (105) | (62) | (167) | |||
Carrying amount | ||||||
December 31, 2017 | 64 | 43 | 107 | |||
December 31, 2018 | 96 | 117 | 213 | |||
December 31, 2019 | 92 | 119 | 211 |
- "Concessions, patent and other rights" mainly comprise quarry operating rights and, to a lesser extent, patents and software.
Research costs are expensed as incurred.
Development costs are in most cases also expensed as incurred, as they represent permanent recurring expenditure. There are no projects that meet the IAS 38 criteria for recognition as an asset.
- 25 -
3.2.4 - Goodwill
Gross value | Impairment | Carrying amount | |
December 31, 2017 | 579 | (67) | 512 |
Translation adjustments | (2) | 1 | (1) |
Transfers between accounts | |||
Changes in scope of consolidation | 157 | 6 | 163 |
Impairment loss | |||
Disposals and other reductions | |||
December 31, 2018 | 734 | (60) | 674 |
Translation adjustments | 13 | (1) | 12 |
Transfers between accounts | (16) | 16 | |
Changes in scope of consolidation | 10 | 10 | |
Impairment losses charged | (2) | (2) | |
Disposals and other reductions | |||
December 31, 2019 | 741 | (47) | 694 |
The goodwill arising on the acquisitions of Miller McAsphalt and the Alpiq group was finalized during 2019. The provisional amounts initially recognized in the balance sheet as of December 31, 2018 did not require material adjustment following the finalization of the purchase price allocation, as reflected in the December 31, 2019 balance sheet.
The table below shows how provisional or final goodwill as at December 31, 2019 was determined for significant acquisitions made since December 31, 2017 (including adjustments made during the twelve-month purchase price allocation period).
Miller McAsphalt | Alpiq group | |
Purchase price | 611 | 127 |
Net assets acquired, excluding goodwill | ||
Non-current assets | (282) | (74) |
Current assets | (279) | (87) |
Non-current liabilities | 54 | 10 |
Current liabilities | 119 | 94 |
Purchase price allocation: | ||
Remeasurement of acquired intangible assets (1) | (103) | |
Remeasurement of acquired property, plant and equipment (1) | (67) | |
Remeasurement of assumed liabilities (deferred taxes & other) | 37 | |
Unacquired portion | ||
Final goodwill | 90 | 70 |
Translation adjustments | 6 | |
Goodwill at December 31, 2019 | 96 | 70 |
- The fair value of the acquired intangible assets recognized in the Miller McAsphalt acquisition (mainly customer relationships) was €103 million at the acquisition date; the fair value of the acquired property, plant and equipment (after remeasurement) was €325 million.
Impairment of indefinite-lived intangible assets and goodwill
An impairment loss is recognized within operating profit if the carrying amount of an asset or CGU exceeds its recoverable amount. If there is an indication that an asset may have become impaired, it is tested for impairment using the method described in Note 2.7. Such tests are performed at least once a year, after management has updated the budgets and three- year plans.
- 26 -
An analysis of indefinite-lived intangible assets and goodwill by CGU, and of the main assumptions used in impairment testing, is provided below:
Cash Generating Unit | Goodwill | Indefinite-lived | Growth rate | Discount rate | |
intangible | |||||
assets | |||||
Scenario: | |||||
1(1) | 2(1) | ||||
Roads Mainland France | 159 | 20 | 2% | 5.70% | 5.38% |
Roads Europe (excluding France) | 24 | 2% | 5.70% | 5.38% | |
Roads North America | 225 | 21 | 2% | 5.70% | 5.38% |
Roads Rest of the World | 36 | 2% | 5.70% | 5.38% | |
Other Activities | 1 | 2% | 5.70% | 5.38% | |
Railways | 249 | 2% | 5.70% | 5.38% | |
Total | 694 | 41 |
(1) Depending on the capital structure: ⅓ debt - ⅔ equity (scenario 1); ⅔ debt - ⅓ equity (scenario 2).
Sensitivity analyses were performed to determine the sensitivity of the calculation to key parameters, either individually or using combined scenarios for discount rates and normative cash flows (including reasonably possible changes in normative cash flows).
Changes in assumptions:
- Discount rate: +200 basis points
- Growth rate: - 200 basis points
- Normative cash flows:-10%
For all sensitivities, recoverable amounts would exceed carrying amount for all assets tested.
For each CGU, recoverable amount would equal the carrying amount of the assets tested if the assumptions shown below were to be applied:
Cash Generating Unit | Discount rate |
Roads Mainland France | 21.48% |
Roads Europe (excluding France) | 18.35% |
Roads North America | 13.76% |
Roads Rest of the World | 17.32% |
Other Activities | 45.45% |
Railways | 12.00% |
3.2.5 - Investments in joint ventures and associates
Share of net | Goodwill and fair value | Impairment | Carrying | |
assets held | remeasurements | amount | ||
December 31, 2017 | 321 | 115 | (40) | 396 |
Net profit/(loss) for the period | 30 | (2) | 28 | |
Dividends paid | (36) | (36) | ||
Other movements | 8 | (9) | 7 | 6 |
December 31, 2018 | 323 | 106 | (35) | 394 |
Net profit/(loss) for the period | 45 | (2) | 43 | |
Dividends paid | (30) | (30) | ||
Other movements | 15 | 15 | ||
December 31, 2019 | 353 | 106 | (37) | 422 |
- 27 -
Principal associates and joint ventures
Share of net assets held | Share of net profit/(loss) for period | ||||
12/31/2019 | 12/31/2018 | 2019 | 2018 | ||
Associates | |||||
Tipco Asphalt (1) | 126 | 104 | 28 | 4 | |
Mak Mecsek (2) | 36 | 36 | 3 | 3 | |
Miscellaneous associates | 23 | 21 | 2 | 2 | |
Joint ventures | |||||
Miscellaneous joint ventures (3) | 168 | 162 | 10 | 19 | |
Total | 353 | 323 | 43 | 28 | |
- Tipco Asphalt, based in Bangkok (Thailand), distributes and sells bituminous products insouth-east Asia.
- Mak Mecsek holds a30-year PPP concession to build and operate a new 80-km section of the M6 (50 km) and M60 (30 km) motorways in south-west Hungary.
- Most of these joint ventures are industrial entities (quarries, emulsion plants) operated jointly with partners from outside the Group, none of which is individually material.
- 28 -
3.2.6 - Non-current financial assets
As of December 31, 2019, these comprised:
- investments in joint ventures and associates (accounted for by the equity method): €422 million;
- othernon-current financial assets (loans, receivables, investments in non-consolidated companies, etc): €169 million;
- deferred tax assets: €145 million (see Note 7, "Deferred tax assets and liabilities").
Joint ventures | Non- | Other financial | Total gross | Impairment | Carrying | |||||||||||
and associates | consolidated | assets | value | amount | ||||||||||||
companies | ||||||||||||||||
December 31, 2017 | 436 | 81 | 177 | 694 | (101) | 593 | ||||||||||
Translation adjustments | 6 | (1) | 5 | 5 | ||||||||||||
Changes in scope of consolidation | 4 | (798) | 24 | (770) | 8 | (762) | ||||||||||
Acquisitions and other increases | (10) | 807 | 13 | 810 | 810 | |||||||||||
Charges and reversals | (2) | (2) | ||||||||||||||
Disposals and other reductions | (8) | (44) | (52) | (52) | ||||||||||||
Transfers and other movements | (7) | (51) | (1) | (59) | 53 | (6) | ||||||||||
December 31, 2018 | 429 | 31 | 168 | 628 | (42) | 586 | ||||||||||
Amortization and impairment | (35) | (7) | (42) | |||||||||||||
December 31, 2018 carrying | 394 | 31 | 161 | 586 | ||||||||||||
amount | ||||||||||||||||
Joint ventures | Non- | Other financial | Total gross | Impairment | Carrying | |||||||||||
and associates | consolidated | assets | value | amount | ||||||||||||
companies | ||||||||||||||||
December 31, 2018 | 429 | 31 | 168 | 628 | (42) | 586 | ||||||||||
Translation adjustments | 8 | 1 | 3 | 12 | 12 | |||||||||||
Changes in scope of consolidation | (2) | (10) | (12) | (12) | ||||||||||||
Acquisitions and other increases | 17 | 23 | 40 | 40 | ||||||||||||
Charges and reversals | 2 | 2 | ||||||||||||||
Disposals and other reductions | (9) | (52) | (61) | (61) | ||||||||||||
Transfers and other movements | 24 | 24 | 24 | |||||||||||||
December 31, 2019 | 459 | 30 | 142 | 631 | (40) | 591 | ||||||||||
Amortization and impairment | (37) | (3) | (40) | |||||||||||||
December 31, 2019 carrying | 422 | 30 | 139 | 591 | ||||||||||||
amount | ||||||||||||||||
3.2.6.1 - Other non-current financial assets | ||||||||||||||||
Non- | Other financial | Total gross | Impairment | Carrying | ||||||||||||
consolidated | assets | value | amount | |||||||||||||
companies | ||||||||||||||||
December 31, 2017 | 81 | 177 | 258 | (61) | 197 | |||||||||||
Translation adjustments | (1) | (1) | (1) | |||||||||||||
Transfers between accounts | (51) | (1) | (52) | 52 | ||||||||||||
Changes in scope of consolidation | (798) | 24 | (774) | (2) | (776) | |||||||||||
Acquisitions and other increases | 807 | 13 | 820 | 820 | ||||||||||||
Disposals and other reductions | (8) | (44) | (52) | (52) | ||||||||||||
Charges and reversals | 4 | 4 | ||||||||||||||
December 31, 2018 | 31 | 168 | 199 | (7) | 192 | |||||||||||
Translation adjustments | 3 | 3 | 3 | |||||||||||||
Transfers between accounts | ||||||||||||||||
Changes in scope of consolidation | (56) | (56) | (56) | |||||||||||||
Fair value remeasurement | 6 | 6 | 6 | |||||||||||||
Acquisitions and other increases | 58 | 23 | 81 | 81 | ||||||||||||
Disposals and other reductions | (9) | (52) | (61) | (61) | ||||||||||||
Charges and reversals | 4 | 4 | ||||||||||||||
December 31, 2019 | 30 | 142 | 172 | (3) | 169 | |||||||||||
- 29 - |
3.2.6.2 - Analysis of principal investments in non-consolidated companies
12/31/2019 | 12/31/2018 | |
Carrying | Carrying | |
amount | amount | |
Asphalt, binder and quarry companies | 15 | 17 |
Companies not controlled by the Group | 8 | 8 |
Dormant companies and companies in process of liquidation | 2 | 3 |
Other | 5 | 3 |
Total | 30 | 31 |
3.2.6.3 - Analysis of other financial assets
Gross value | Impairment | 12/31/2019 | 12/31/2018 | |
Carrying | Carrying | |||
amount | amount | |||
Loans receivable (1) | 61 | (3) | 58 | 84 |
City of Portsmouth (UK) (2) | 51 | 51 | 52 | |
Other financial receivables | 30 | 30 | 25 | |
Total | 142 | (3) | 139 | 161 |
- "Loans receivable" mainly comprisesinterest-free20-year loans granted in connection with the French legal obligation for employers to invest in construction, which are recognized at net present value as of the inception date of the loan.
- Amount receivable from the City of Portsmouth (UK) in consideration of services provided under the25-yearpublic-private partnership deal signed in 2004 to upgrade and maintain the urban road network, expiring in 2029. This receivable is measured using the financial asset model in accordance with IFRIC 12.
3.2.6.4 - Analysis of non-current financial assets by accounting category
Fair value accounting | |||||
Financial assets | Financial assets | Financial assets | Loans and | Total | |
at fair value | at fair value | at amortized cost | receivables | ||
through OCI | through profit or | ||||
loss | |||||
December 31, 2018 | - | 31 | - | 161 | 192 |
Movements during 2019 | - | (1) | - | (22) | (23) |
December 31, 2019 | - | 30 | - | 139 | 169 |
- 30 -
NOTE 4. CURRENT ASSETS
4.1 - Inventories, current receivables and prepaid expenses
December 31, 2019 | 12/31/2018 | ||||||||
Gross value | Impairment | Carrying | Gross value | Impairment | Carrying | ||||
amount | amount | ||||||||
Inventories (1) | 717 | (42) | 675 | 711 | (39) | 672 | |||
Advances and down-payments made | 71 | 71 | 73 | 73 | |||||
on orders | |||||||||
Trade receivables (2) | 2,709 | (113) | 2,596 | 2,548 | (112) | 2,436 | |||
Customer contract assets | 688 | 688 | 658 | 658 | |||||
Current tax assets | 49 | 49 | 42 | 42 | |||||
Amounts due from employees, social | 277 | 277 | 246 | 246 | |||||
security & government | |||||||||
Amounts due from related companies | 422 | (25) | 397 | 432 | (28) | 404 | |||
and sundry receivables | |||||||||
Pension plan assets | 15 | 15 | 17 | 17 | |||||
Prepaid expenses | 54 | 54 | 47 | 47 | |||||
Other receivables | 768 | (25) | 743 | 742 | (28) | 714 |
- Inventories consist of stocks of bitumen, aggregates, raw materials and other supplies.
- An analysis of the ageing of trade receivables is provided below:
Balance | Balance past due by: | |||||||
Not | Less than | 6 months | More than 1 | Total | ||||
past due | 6 months | to 1 year | year | |||||
Trade receivables: gross | 1,571 | 786 | 149 | 203 | 2,709 | |||
Impairment | (1) | (5) | (17) | (90) | (113) | |||
Trade receivables: carrying amount | 1,570 | 781 | 132 | 113 | 2,596 | |||
December 31, 2018 comparative | 1,548 | 684 | 97 | 107 | 2,436 |
An analysis of trade receivables more than 12 months past due and not covered by impairment allowances revealed no additional credit risk.
4.2 - Customer contract assets
Movements during 2019 | Falling due | |||||||||||||||||||||
Changes in | Movements | |||||||||||||||||||||
scope of | ||||||||||||||||||||||
12/31/2018 | Translation | arising from | ||||||||||||||||||||
consolidation & | 12/31/2019 | < 1 year | > 1 year | |||||||||||||||||||
restated | adjustments | operating | ||||||||||||||||||||
other | ||||||||||||||||||||||
activities | ||||||||||||||||||||||
movements | ||||||||||||||||||||||
Differences arising from percentage of | ||||||||||||||||||||||
completion on contracts (unbilled | 658 | 10 | (5) | 25 | 688 | 688 | - | |||||||||||||||
receivables on construction contracts) | ||||||||||||||||||||||
Total customer contract assets | 658 | 10 | (5) | 25 | 688 | 688 | - | |||||||||||||||
4.3 - Cash and cash equivalents | ||||||||||||||||||||||
12/31/2019 | 12/31/2018 | |||||||||||||||||||||
Gross value | Impairment | Carrying | Gross value | Impairment | Carrying | |||||||||||||||||
amount | amount | |||||||||||||||||||||
Cash | 466 | 466 | 500 | 500 | ||||||||||||||||||
Cash equivalents | 22 | 22 | 63 | 63 | ||||||||||||||||||
Total | 488 | 488 | 563 | 563 | ||||||||||||||||||
- 31 - |
Surplus cash is invested with high-quality French and foreign banks.
Cash and cash equivalents are measured at fair value, and cash equivalents are readily convertible into cash. The table below shows an analysis of cash and cash equivalents by currency as of December 31:
Euro | USD (1) | CAD (1) | GBP (1) Other (1) (2) | Total | ||
Cash | 104 | 50 | 54 | 65 | 193 | 466 |
Cash equivalents | 19 | 3 | 22 | |||
Total | 123 | 50 | 54 | 65 | 196 | 488 |
Comparative at December 31, 2018 | 184 | 29 | 76 | 68 | 206 | 563 |
- Equivalent value in euros
- Other currencies mainly comprise the Moroccan dirham (MAD) and the Malagasay ariary (MGA), total €63 million.
The net cash position shown in the cash flow statement breaks down as follows:
12/31/2019 | 12/31/2018 | |
Cash and cash equivalents | 488 | 563 |
Overdrafts and short-term bank borrowings | (387) | (488) |
Total | 101 | 75 |
4.4 - Depreciation, amortization, impairment and provisions in the balance sheet and income statement
Charges and reversals through current
operating profit
Changes in | Amortization | Impairment | Other | Reversals on | |||||||||||||||||
12/31/2018 | Translation | scope of | Reversals | impairment | disposals & | ||||||||||||||||
& | losses & | 12/31/2019 | |||||||||||||||||||
restated | adjustments | consolidation | (not used) | losses & other | other | ||||||||||||||||
depreciation | provisions, net | ||||||||||||||||||||
(1) | provisions | movements | |||||||||||||||||||
Depreciation, | (5,386) | (76) | 6 | (462) | 502 | (5,416) | |||||||||||||||
amortization & | |||||||||||||||||||||
impairment of property, | |||||||||||||||||||||
plant & equipment and | |||||||||||||||||||||
intangible assets | |||||||||||||||||||||
Amortization and | (272) | (5) | (1) | (90) | 74 | (294) | |||||||||||||||
impairment of right of | |||||||||||||||||||||
use of leased assets | |||||||||||||||||||||
Goodwill impairment | (60) | (1) | (2) | 16 | (47) | ||||||||||||||||
Impairment of other | (42) | (2) | 4 | (40) | |||||||||||||||||
non-current financial | |||||||||||||||||||||
assets | |||||||||||||||||||||
Sub-total: non- | (5,760) | (82) | 5 | (552) | (4) | 4 | 592 | (5,797) | |||||||||||||
current assets | |||||||||||||||||||||
Impairment of | (39) | (6) | 2 | 1 | (42) | ||||||||||||||||
inventories | |||||||||||||||||||||
Impairment of trade | (112) | (14) | 12 | 1 | (113) | ||||||||||||||||
receivables | |||||||||||||||||||||
Impairment of cash | |||||||||||||||||||||
equivalents | |||||||||||||||||||||
Impairment of other | (28) | 3 | (25) | ||||||||||||||||||
current assets | |||||||||||||||||||||
(excluding tax assets) | |||||||||||||||||||||
Sub-total: current | (179) | (20) | 14 | 3 | 2 | (180) | |||||||||||||||
assets | |||||||||||||||||||||
Total: assets | (5,939) | (82) | 5 | (552) | (24) | 14 | 7 | 594 | (5,977) | ||||||||||||
Non-current provisions | (792) | (6) | (5) | (41) | 34 | (6) | (41) | (857) | |||||||||||||
Current provisions | (271) | (4) | 3 | (88) | 51 | (13) | (1) | (323) | |||||||||||||
Total: liabilities | (1,063) | (10) | (2) | (129) | 85 | (19) | (42) | (1,180) | |||||||||||||
Grand total | (7,002) | (92) | 3 | (552) | (153) | 99 | (12) | 552 | (7,157) | ||||||||||||
- Changes in scope of consolidation relate mainly to the acquisition of Asfalcura.
- Recognized in "Other operating income and expenses" or "Other financial income/(expenses), net".
NOTE 5. CONSOLIDATED SHAREHOLDERS' EQUITY
- 32 -
5.1 - Share capital of Colas SA (€)
The share capital of Colas as of December 31, 2019 was €48,981,748.50.
It consists of 32,654,499 shares with a par value of €1.50, all ranking equally (although registered shares held by the same shareholder for more than two years carry double voting rights).
There have been no changes in share capital since January 1, 2019.
Own shares held as of December 31, 2019
Colas held 20,316 of its own shares are a carrying amount of €3,015,870.29.
Movements during the period: None
Principal shareholders
Bouygues SA | 31,543,222 | 96.60% |
Other shareholders | 1,111,277 | 3.40% |
Stock subscription options outstanding: none.
Translation reserve
The translation reserve was set up on January 1, 2004 when Colas adopted IFRS.
The main translation adjustments as of December 31, 2019 relate to the financial statements of companies located in the following countries:
12/31/2018 | Movements during | 12/31/2019 | |||
2019 | |||||
United States | 45 | 7 | 52 | ||
Canada | (32) | 44 | 12 | ||
United Kingdom | (15) | 4 | (11) | ||
Slovakia | 12 | 12 | |||
Czech Republic | 6 | 1 | 7 | ||
Australia | (9) | 1 | (8) | ||
Other countries | 4 | 5 | 9 | ||
Total translation reserve | 11 | 62 | 73 |
5.2 - Shareholders' equity attributable to the group and non-controlling interests at December 31, 2019
Share | Share | Reserves | Retained | Reserves | Items | 12/31/2019 | |
capital | premium | related to | earnings | and | recognized | ||
capital | consolidated | directly in | |||||
net profit | equity | ||||||
Attributable to the Group | 49 | 406 | 21 | 817 | 1,596 | (7) | 2,882 |
Non-controlling interests | 27 | 27 | |||||
Total shareholders' equity | 49 | 406 | 21 | 817 | 1,623 | (7) | 2,909 |
- 33 -
NOTE 6.NON-CURRENTAND CURRENT PROVISIONS6.1 - Non-current provisions
Employee | Litigation | Warranties | Site | Other | Total | |||||||||||||
benefits | and claims | (long term) | rehabilitation | |||||||||||||||
(long term) | ||||||||||||||||||
December 31, 2017 | 426 | 196 | 66 | 156 | 40 | 884 | ||||||||||||
Translation adjustments | (1) | (1) | (1) | 4 | 1 | |||||||||||||
Transfers between accounts | 3 | (8) | 2 | (3) | (6) | |||||||||||||
Changes in scope of | (19) | (14) | (19) | 4 | (10) | (58) | ||||||||||||
consolidation | ||||||||||||||||||
Actuarial (gains)/losses | (55) | (55) | ||||||||||||||||
recognized in equity | ||||||||||||||||||
Charges to provisions | 34 | 42 | 20 | 27 | 19 | 142 | ||||||||||||
Reversals (provisions used) | (15) | (18) | (7) | (23) | (9) | (72) | ||||||||||||
Reversals (provisions not used) | (10) | (23) | (6) | (2) | (3) | (44) | ||||||||||||
December 31, 2018 restated | 363 | 174 | 53 | 164 | 38 | 792 | ||||||||||||
Translation adjustments | 4 | 2 | 6 | |||||||||||||||
Transfers between accounts | (5) | (3) | 1 | 5 | 9 | 7 | ||||||||||||
Changes in scope of | (1) | 1 | 1 | 4 | 5 | |||||||||||||
consolidation | ||||||||||||||||||
Actuarial (gains)/losses | 34 | 34 | ||||||||||||||||
recognized in equity | ||||||||||||||||||
Charges to provisions | 24 | 32 | 17 | 31 | 12 | 116 | ||||||||||||
Reversals (provisions used) | (10) | (12) | (7) | (26) | (14) | (69) | ||||||||||||
Reversals (provisions not used) | (13) | (10) | (7) | (3) | (1) | (34) | ||||||||||||
December 31, 2019 | 396 | 182 | 58 | 173 | 48 | 857 | ||||||||||||
Analysis of principal provisions: | ||||||||||||||||||
12/31/2019 | 12/31/2018 | |||||||||||||||||
Long service awards | 85 | 95 | ||||||||||||||||
Lump-sum retirement benefits | 220 | 198 | ||||||||||||||||
Pensions | 91 | 70 | ||||||||||||||||
Employee benefits | 396 | 363 | ||||||||||||||||
Disputes with customers | 41 | 41 | ||||||||||||||||
Disputes with employees | 21 | 22 | ||||||||||||||||
Disputes with social security bodies | 86 | 82 | ||||||||||||||||
Disputes with tax authorities | 5 | 5 | ||||||||||||||||
Disputes with other official bodies | 2 | |||||||||||||||||
Other disputes | 27 | 24 | ||||||||||||||||
Litigation and claims | 182 | 174 | ||||||||||||||||
The assumptions used to calculate provisions for long service awards and lump-sum retirement benefits were updated as of December 31, 2019:
- The discount rate was reduced from 2.10% as of December 31, 2018 to 0.92% as of December 31, 2019.
- The employee turnover rate for each age bracket was adjusted to reflect the average number of actual leavers (in the case oflump-sum retirement benefits, only voluntary leavers were included).
The impact of the changes in actuarial assumptions was recorded in recognized income and expense (for lump-sum retirement benefits) and in profit or loss (for long service awards).
A decrease of 50 basis points in the discount rate would increase the provision for lump-sum retirement benefits by €15 million. That impact would be recognized in the statement of recognized income and expense.
- 34 -
6.2 - Current provisions
Expected | Project risks | Warranties | Site | Other | Total | |
losses to | and project | (short term) | rehabilitation | |||
completion | completion | (short term) | ||||
December 31, 2017 | 92 | 73 | 41 | 11 | 61 | 278 |
Translation adjustments | (3) | (3) | ||||
Transfers between accounts | (4) | 1 | 1 | (2) | ||
Changes in scope of consolidation | 8 | 1 | 1 | (4) | 6 | |
Charges to provisions | 59 | 38 | 16 | 2 | 25 | 140 |
Reversals (provisions used) | (36) | (15) | (13) | (2) | (20) | (86) |
Reversals (provisions not used) | (33) | (18) | (8) | (3) | (62) | |
December 31, 2018 | 90 | 75 | 38 | 11 | 57 | 271 |
Translation adjustments | 1 | 1 | 1 | 1 | 4 | |
Transfers between accounts | 1 | (1) | (1) | 2 | 1 | |
Changes in scope of consolidation | (1) | (1) | (1) | (3) | ||
Charges to provisions | 88 | 41 | 11 | 1 | 55 | 196 |
Reversals (provisions used) | (35) | (25) | (9) | (1) | (25) | (95) |
Reversals (provisions not used) | (32) | (12) | (4) | (3) | (51) | |
December 31, 2019 | 111 | 80 | 35 | 11 | 86 | 323 |
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NOTE 7. DEFERRED TAX ASSETS AND LIABILITIES
Deferred tax assets | |
December 31, 2017 restated | 159 |
Translation adjustments | (1) |
Transfers between accounts & other | (6) |
Changes in scope of consolidation | (1) |
Net movement | (1) |
December 31, 2018 restated | 150 |
Translation adjustments | 2 |
Transfers between accounts & other | 1 |
Changes in scope of consolidation | 1 |
Net movement | (9) |
December 31, 2019 | 145 |
Deferred tax assets not recognized because recovery is judged not to be probable amounted to €141 million as of December 31, 2019 (€129 million as of December 31, 2018).
The period to recovery of deferred tax assets is in most cases more than four years.
Deferred tax liabilities | |
December 31, 2017 restated | 59 |
Translation adjustments | |
Transfers between accounts & other | 6 |
Changes in scope of consolidation | 52 |
Net movement | 5 |
December 31, 2018 restated | 122 |
Translation adjustments | 6 |
Transfers between accounts & other | (8) |
Changes in scope of consolidation | 2 |
Net movement | (5) |
December 31, 2019 | 117 |
Deferred tax liabilities arise mainly from temporary differences between tax and accounting treatments, including fair value remeasurements and differences in depreciation methods.
Principal sources of deferred taxation
12/31/2019 | 12/31/2018 | |
Deferred tax assets | ||
Employee benefits | 73 | 63 |
Tax losses | 32 | 48 |
Remeasurement of financial instruments | 4 | 2 |
Other temporary differences | 25 | 23 |
Deferred tax liabilities | ||
Restricted provisions booked solely for tax purposes | (10) | (10) |
Non-current assets (IFRS 16, fair value remeasurements) | (92) | (94) |
Remeasurement of financial instruments | (4) | (2) |
Other temporary differences | (2) | |
Net deferred tax asset/(liability) | 28 | 28 |
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NOTE 8. NON-CURRENT AND CURRENT DEBT (EXCLUDING LEASE OBLIGATIONS)
8.1 - Interest-bearing debt by maturity December 31, 2018 restated
Maturing | Maturing after more than 1 year | |||||||
< 1 year | ||||||||
1 to 2 | 2 to 3 | 3 to 4 | 4 to 5 More than | Total > | ||||
years | years | years | years | 5 years | 1 year | |||
12/31/2018 | ||||||||
Bank borrowings | 39 | 20 | 393 | 14 | 11 | 60 | 498 | |
Other borrowings | 7 | 5 | 5 | |||||
Sub-total (1) | 46 | 25 | 393 | 14 | 11 | 60 | 503 | |
Overdrafts and short-term bank | ||||||||
borrowings (2) | 488 | |||||||
December 31, 2018 restated | 534 | 25 | 393 | 14 | 11 | 60 | 503 |
- Of whichinterest-bearing borrowings maturing within less than 1 year: €46 million
- Of which invested with Bouygues Relais (Bouygues group cash pooling entity): €405 million
December 31, 2019
Maturing | Maturing after more than 1 year | |||||||
< 1 year | ||||||||
1 to 2 | 2 to 3 | 3 to 4 | 4 to 5 More than | Total > 1 | ||||
years | years | years | years | 5 years | year | |||
12/31/2019 | ||||||||
Bank borrowings | 29 | 326 | 40 | 13 | 8 | 39 | 426 | |
Other borrowings | 7 | 4 | 1 | 5 | ||||
Sub-total (1) | 36 | 330 | 40 | 13 | 8 | 40 | 431 | |
Overdrafts and short-term bank | ||||||||
borrowings (2) | 387 | |||||||
December 31, 2019 | 423 | 330 | 40 | 13 | 8 | 40 | 431 | |
- Of whichinterest-bearing borrowings maturing within less than 1 year: €36 million.
- Of which invested with Bouygues Relais: €315 million
8.2 - Confirmed credit facilities and drawdowns
Confirmed facilities - Maturity | Drawdowns - Maturity | |||||||
Less than | 1 to 5 | More than | Total | Less than | 1 to 5 | More than | Total | |
1 year | years | 5 years | 1 year | years | 5 years | |||
Credit facilities | 229 | 2,532 | 40 | 2,801 | 36 | 391 | 40 | 467 |
8.3 - Liquidity at December 31, 2019
As of December 31, 2019, available cash stood at €101 million. The Group also had €2,141 million of undrawn confirmed medium-term credit facilities (maturing after more than one year) as of that date, versus €1,895 million as of December 31, 2018.
At the start of 2020, the Colas Group increased its credit facilities maturing after more than one year by €129 million.
The confirmed bank credit facilities contracted by companies under the control of Colas are not subject to any material contractual clauses liable to make them due on demand or before maturity, except for the financing of Colas Canada's acquisition of Miller McAsphalt which is temporarily subject to a financial covenant linked to the debt/EBITDA ratio.
8.4 - Split of current and non-current debt by interest rate type
Fixed-rate debt represented 41% of the total amount of current and non-current debt (including the effect of all open interest rate hedges at the end of the reporting period, and excluding overdrafts and short-term bank loans), compared with 18% at the end of 2018.
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The table below gives a maturity analysis of floating-rate debt not hedged by interest rate swaps:
Maturity | ||||||||
Less than 1 | 1 to 2 | 2 to 3 | 3 to 4 | 4 to 5 | More than 5 | Total | ||
Floating-rate | year (1) | years | years | years | years | years | ||
2025 and | ||||||||
debt | 2020 | 2021 | 2022 | 2023 | 2024 | |||
later | ||||||||
36 | 195 | 29 | 4 | 1 | 8 | 274 |
- Fixed-ratedebt maturing within less than one year is treated as though it were floating-rate.
8.5 - Interest rate risk
The split of financial assets and financial liabilities by type of interest as of December 31, 2019 is shown below:
Floating rate | Fixed rate | Total | |
Cash and cash equivalents | 488 | 488 | |
Borrowings (1) (2) | (449) | (19) | (468) |
Bank overdrafts and short-term bank loans | (387) | (387) | |
Net pre-hedging position | (348) | (19) | (367) |
Interest rate hedges (2) | 179 | (179) | |
Net post-hedging position | (169) | (198) | (367) |
Adjustment for seasonal nature of operations (3) | (760) | (760) | |
Adjustment for seasonal nature of interest rate hedges (4) | 296 | (296) | |
Net post-hedging position after adjustment | (633) | (494) | (1,127) |
- Includes the fair value of interest rate swaps recognized in the balance sheet within "Financial instruments - Hedging of debt" (amount immaterial).
- Fixed-ratedebt and interest rate hedges maturing within less than one year are treated as though they were floating-rate.
- Operations, and cash flows from operations, are subject to marked seasonal fluctuations. This adjustment gives an approximation of the average cash position over the full year, which is used as the basis for analyzing the sensitivity of interest expense to changes in interest rates. It corresponds to the difference between the average cash position over the full year (calculated on the basis of average monthly cash positions) and the net cash position in the balance sheet at December 31.
- Colas has adopted a treatment of cyclical interest rate hedges (the notional amount of which varies through the year) that is aligned on debt forecasts. This adjustment enables the average notional amount of these hedges to be taken into account.
The effect of an immediate 1% rise in short-term interest rates on the net post-hedging position as presented above would be to increase the cost of net debt by €6 million.
8.6 - Split of current and non-current debt by currency
Euro | USD (1) | CAD (1) | GBP (1) | Other | Total | |
currencies (1) | ||||||
Debt at December 31, 2019 | ||||||
Non-current | 42 | 12 | 48 | 305 | 24 | 431 |
Current | 330 | 4 | 12 | 10 | 67 | 423 |
Debt at December 31, 2018 | ||||||
Non-current | 46 | 16 | 382 | 59 | - | 503 |
Current | 405 | 13 | 5 | 16 | 95 | 534 |
- Equivalent value in euros
- 38 -
NOTE 9. MAIN COMPONENTS OF CHANGE IN NET DEBT
9.1 - Change in net debt
12/31/2018 | Cash | Changes in | Translation | Fair value | Other | 12/31/2019 | |||||||||||
restated | flows | scope of | adjustments | adjustments | impacts | ||||||||||||
consolidation | |||||||||||||||||
Cash and cash equivalents | 563 | (87) | (5) | 10 | 7 | 488 | |||||||||||
Overdrafts and short-term bank | (488) | 111 | (2) | (1) | (7) | (387) | |||||||||||
borrowings | |||||||||||||||||
Net cash position (A) | 75 | 24 | (7) | 9 | 101 | ||||||||||||
Non-current debt (1) | 503 | (91) | 30 | (11) | 431 | ||||||||||||
Current debt (1) | 46 | (26) | 5 | 11 | 36 | ||||||||||||
Financial instruments, net | 1 | 1 | |||||||||||||||
Total debt (B) | 550 | (117) | 5 | 30 | 468 | ||||||||||||
Net surplus cash/ | (475) | 141 | (12) | (21) | (367) | ||||||||||||
(net debt) (A) - (B) (2) | |||||||||||||||||
- Analysis of cash flows impacting debt:
Increases | Decreases | Cash flows | |
Non-current debt | 670 | (761) | (91) |
Current debt | 9 | (35) | (26) |
(2) See Note 2.15.2.
9.2 - Principal changes in net debt during 2019
12/31/2019 | 12/31/2018 | |
Net surplus cash/(net debt) at start of period | (475) | 433 |
Net cash generated by/(used in) operating activities | 798 | 447 |
Net cash generated by/(used in) investing activities | (345) | (978) |
Net cash generated by/(used in) financing activities | (48) | (47) |
Dividends paid | (183) | (270) |
Adjustment for repayments of lease obligations | (88) | (69) |
Other (exchange rate fluctuations, changes in scope of consolidation, etc) | (26) | 9 |
Net surplus cash/(net debt) at end of period | (367) | (475) |
- Mainly comprises for 2019, the effect of exchange rate fluctuations (CAD); and for 2018, reclassification of the net debt of the Smac group (€8 million).
- 39 -
NOTE 10. NON-CURRENT LEASE AND CURRENT LEASE OBLIGATIONS
10.1 - Maturity analysis of lease obligations
Current lease | Non-current lease obligations | ||||||
obligations | |||||||
Maturing in less than | 1 to 2 | 2 to 3 | 3 to 4 | 4 to 5 | 5 to 6 | 6 years | Total maturing |
1 year | years | years | years | years | years | & more | after >1 year |
12/31/2019 | 93 | 85 | 72 | 47 | 41 | 35 | 55 | 335 |
12/31/2018 restated | 74 | 79 | 63 | 48 | 44 | 32 | 51 | 317 |
10.2 - Movement in lease obligations
12/31/2018 | Translation | Changes in | Cash | New leases, lease | 12/31/2019 | |
restated | adjustments | scope of | flows | modifications, and | ||
consolidation | other lease-related | |||||
movements | ||||||
Non-current lease obligations | 317 | 6 | 4 | 8 | 335 | |
Current lease obligations | 74 | 2 | 9 | (88) | 96 | 93 |
TOTAL LEASE OBLIGATIONS | 391 | 8 | 13 | (88) | 104 | 428 |
- 40 -
NOTE 11. CURRENT LIABILITIES 11.1 - Current liabilities
12/31/2019 | 12/31/2018 | |
restated | ||
Current debt (1) | 36 | 46 |
Current lease obligations | 93 | 74 |
Current tax liabilities | 95 | 64 |
Trade payables | 2,114 | 2,115 |
Customer contract liabilities (2) | 863 | 846 |
Current provisions (3) | 323 | 271 |
Other current liabilities, accruals/deferred income and similar: | 1,375 | 1,292 |
amounts due from employees, social security and government | 935 | 899 |
other non-financial liabilities | 440 | 393 |
Overdrafts and short-term bank borrowings | 387 | 488 |
Financial instruments - Hedging of debt | 12 | 12 |
Other current financial liabilities | 2 | 1 |
Total | 5,300 | 5,209 |
- See analysis in Note 8 to the consolidated financial statements.
- See analysis below.
- See analysis in Note 6.2 to the consolidated financial statements.
11.2 - Customer contract liabilities
12/31/2018 | Translation | Changes in | Movements | 12/31/2019 | |||
adjustments | scope of | arising from | |||||
consolidation & | operating | ||||||
other movements | activities | ||||||
Advances and down-payments received on | 498 | (2) | 3 | (5) | 494 | ||
orders | |||||||
Differences relating to percentage of | 348 | 2 | 20 | (1) | 369 | ||
completion on contracts (1) | |||||||
Customer contract liabilities | 846 | 23 | (6) | 863 |
(1) Primarily deferred income on construction contracts.
- 41 -
NOTE 12. REVENUE AND ORDER BACKLOG
Analysis by type of revenue
2019 | 2018 | |
Sales of goods | 2,561 | 2,353 |
Sales of services | 377 | 403 |
Construction contracts | 10,750 | 10,434 |
Revenue | 13,688 | 13,190 |
The amount of revenue recognized on works completed in the previous period is immaterial.
Order backlog
The order backlog represents the amount of work still to be done on projects for which a firm order has been taken, i.e. the contract has been signed and has taken effect (after notice to proceed has been issued and suspensive conditions lifted). The order backlog stood at €9,209 million as of December 31, 2019.
12/31/2018 | Translation | Changes in | Movements | 12/31/2019 | |
adjustments | scope of | arising from | |||
consolidation | operating activities | ||||
Order backlog | 8,485 | 84 | (309) | 949 | 9,209 |
maturing within less than 1 year | 5,592 | 5,820 | |||
maturing within 1 to 5 years | 2,541 | 3,011 | |||
maturing after more than 5 years | 352 | 378 |
NOTE 13. OPERATING PROFIT
The breakdown by operating segment of current operating profit and operating profit is presented in note 17.
Analysis of other income and expenses from operations
2019 | 2018 | |||
restated | ||||
Profits transferred from/losses transferred to joint operations | 41 | 39 | ||
Proceeds from asset disposals | 111 | 180 | ||
Reversals of unutilized provisions and impairment | 99 | 145 | ||
Other income from operations (1) | 396 | 381 | ||
Other income from operations | 647 | 745 | ||
Profits transferred to/losses transferred from joint operations | (26) | (25) | ||
Carrying amount of divested assets | (54) | (125) | ||
Other expenses on operations | (73) | (76) | ||
Other expenses on operations | (153) | (226) |
(1) Mainly expenses invoiced back to associates in joint ventures and economic interest groupings.
Analysis of other operating income and expenses
2019 | 2018 | |
Other operating income | ||
Other operating income | ||
Other operating expenses (1) | (28) | (31) |
Other operating expenses | (28) | (31) |
- In 2019: mainly expenses relating to restructuring at Société de la Raffinerie de Dunkerque (SRD). In 2018: expenses relating to restructuring at SRD, andone-off employee "purchasing power" bonuses in France.
- 42 -
NOTE 14. COST OF NET DEBT AND OTHER FINANCIAL INCOME AND EXPENSES
14.1 - Analysis of cost of net debt
2019 | 2018 | ||
Interest income relating to the net cash position | 17 | 14 | |
Income from short-term investments | 1 | ||
Financial income | 18 | 14 | |
Interest expense relating to the net cash position | (12) | (17) | |
Interest expense on debt | (39) | (28) | |
Financial expenses | (51) | (45) | |
Cost of net debt | (33) | (31) | |
14.2 -Other financial income/(expenses), net | |||
2019 | 2018 | ||
Dividends received from non-consolidated companies | 3 | 1 | |
Reversals of financial provisions | 8 | 6 | |
Proceeds from disposals of financial assets | 3 | 1 | |
Other income | 8 | ||
Other financial income | 22 | 8 | |
Charges to financial provisions | (1) | (3) | |
Carrying amount of divested financial assets | (7) | (4) | |
Other expenses | (12) | (3) | |
Other financial expenses | (20) | (10) | |
Other financial income/(expenses), net | 2 | (2) | |
NOTE 15. INCOME TAX EXPENSE
15.1 -Analysis of income tax expense
2019 | 2018 | |
Current taxes | (125) | (85) |
Deferred taxes | (4) | (6) |
Back tax, tax relief, and other taxes not related to profit or loss | (7) | (2) |
Taxes on dividends | (5) | (4) |
Income tax expense | (141) | (97) |
Net change in provisions for income taxes | 1 | |
Income tax expense, net | (141) | (96) |
15.2 -Tax proof (reconciliation between theoretical and actual income tax expense)
The table shows the reconciling items between theoretical income tax expense, determined using the standard rate of 34.43% applicable to the parent company, Colas SA, and actual income tax expense for the period.
2019 | 2018 | |
Theoretical income tax expense | (124) | (102) |
Impact of reduced or uplifted tax rates | 33 | 33 |
Recognition of previously unrecognized deferred tax assets | 4 | 4 |
Unrecognized deferred tax assets (1) | (42) | (53) |
Taxes not related to profit or loss | (12) | (5) |
Effect of French tax credits (CICE and CIR) | 2 | 20 |
Effect of other permanent differences (2) | (2) | 7 |
Actual income tax expense | (141) | (96) |
- Recovery judged too remote.
- Of which impact of future enacted tax rates in 2018: France-€1 million, United States +€12 million.
- 43 -
NOTE 16. BASIC AND DILUTED EARNINGS PER SHARE
In accordance with IFRS 5, "Non-current Assets Held for Sale and Discontinued Operations", the classification of the Smac group as a held-for-sale operation as of December 31, 2018 (see Note 1.2.2) does not alter the presentation of income and expenses in the consolidated income statement. Consequently, the distinction between "Net profit/(loss) from continuing operations" and "Net profit/(loss) from discontinued and held-for-sale operations" is irrelevant for the Colas Group in 2018 and 2019.
Basic earnings per share is obtained by dividing net profit attributable to the Group for the period by the number of shares outstanding as of December 31, excluding own shares held.
2019 | 2018 | |
Net profit attributable to the Group (€) | 260,762,000 | 226,069,000 |
Number of shares outstanding | 32,634,183 | 32,635,406 |
Basic earnings per share (€) | €7.99 | €6.93 |
Diluted earnings per share is obtained by dividing net profit attributable to the Group for the period by the number of shares outstanding as of December 31 plus outstanding stock subscription options.
As there are no longer any stock subscription options outstanding, diluted earnings per share is the same as basic earnings per share.
Diluted earnings per share (€) | €7.99 | €6.93 | ||
2019 | 2018 | |||
Dividend per share (€) | ||||
Interim dividend | - | - | ||
Final dividend | €6.40 | €5.55 | ||
Total net dividend | €6.40 | €5.55 | ||
2019 | 2018 | |||
Total dividend payout (€ million) | ||||
Interim dividend | - | - | ||
Final dividend | 209 | 181 | ||
Total net dividend | 209 | 181 | ||
The total dividend to be paid in respect of the 2019 financial year will be submitted for approval at the Annual General Meeting of the shareholders on April 22, 2020.
- 44 -
NOTE 17. SEGMENT INFORMATION & OTHER FINANCIAL INDICATORS
IFRS 8, "Operating Segments", requires operating segments to be identified on the basis of internal reports that are reviewed by the entity's chief operating decision maker in order to allocate resources to the segment and assess its performance.
Determination of operating segments
The operating activities of the Colas Group are structured as follows:
- Roads Mainland France: consists of the Roads business and Road Safety & Signaling activities in mainland France.
- Roads Europe: consists of the Roads business in Europe, excluding France.
- Roads North America: consists of the Roads business in the United States and Canada.
- Roads Rest of the World: consists of the Roads business in Africa, the Maghreb, the Indian Ocean, French overseas departments and territories, Asia/Australia, Latin America and the Middle East.
- Railways and other activities: consists of the Group's activities in Railways and Water & Energy Transport around the world.
- Holding company: consists of activities carried out at Colas corporate headquarters.
Operating segment information is compiled using the same accounting policies as used in the preparation of the consolidated financial statements, as described in the notes to the financial statements.
Information about principal customers | |||
Roads | Railways and | Total | |
other activities | |||
Public sector customers | 59% | 72% | 61% |
Private sector customers and individuals | 41% | 28% | 39% |
No customer individually represents more than 10% of revenue.
- 45 -
17.1 - Segmental analysis
Income statement by operating segment
Roads | Roads | Roads | Roads | Railways | Holding | Total | |||||||||||
Mainland | North | Rest of the | and other | ||||||||||||||
Europe | company | Group | |||||||||||||||
France | America | World | activities | ||||||||||||||
2018 restated | |||||||||||||||||
Construction contracts and services | 4,464 | 1,541 | 2,371 | 892 | 1,547 | 22 | 10,837 | ||||||||||
Sales of goods | 585 | 299 | 970 | 373 | 124 | 2 | 2,353 | ||||||||||
Revenue | 5,049 | 1,840 | 3,341 | 1,265 | 1,671 | 24 | 13,190 | ||||||||||
Profit before depreciation and | 352 | 109 | 280 | 106 | 32 | 23 | 902 | ||||||||||
amortization | |||||||||||||||||
Net depreciation and amortization | |||||||||||||||||
expense on property, plant and | (142) | (48) | (147) | (53) | (49) | (22) | (461) | ||||||||||
equipment and intangible assets | |||||||||||||||||
Net amortization expense on right of | (17) | (6) | (19) | (5) | (16) | (5) | (68) | ||||||||||
use of leased assets | |||||||||||||||||
Current operating profit/(loss) | 193 | 55 | 114 | 48 | (33) | (4) | 373 | ||||||||||
Current operating profit/(loss) after | 188 | 54 | 111 | 47 | (35) | (5) | 360 | ||||||||||
Leases (1) | |||||||||||||||||
Other operating income and expenses | (5) | (26) | (31) | ||||||||||||||
Operating profit/(loss) | 193 | 55 | 114 | 43 | (33) | (30) | 342 | ||||||||||
Operating profit/(loss) after Leases | 188 | 54 | 111 | 42 | (35) | (31) | 329 | ||||||||||
(1) | |||||||||||||||||
Cost of net debt | (1) | (1) | (22) | (2) | (8) | 3 | (31) | ||||||||||
Interest expense on lease obligations | (5) | (1) | (3) | (1) | (2) | (1) | (13) | ||||||||||
Other financial income/(expenses), net | 1 | (1) | (1) | (1) | (2) | ||||||||||||
Income tax | (50) | (10) | (14) | (19) | (9) | 6 | (96) | ||||||||||
Share of net profits/(losses) of joint | 4 | 9 | 3 | 11 | 1 | 28 | |||||||||||
ventures and associates | |||||||||||||||||
Net profit/(loss) | 142 | 52 | 78 | 31 | (52) | (23) | 228 | ||||||||||
2019 | |||||||||||||||||
Construction contracts and services | 4,862 | 1,537 | 2,471 | 935 | 1,290 | 32 | 11,127 | ||||||||||
Sales of goods | 617 | 332 | 1,084 | 415 | 107 | 6 | 2,561 | ||||||||||
Revenue | 5,479 | 1,869 | 3,555 | 1,350 | 1,397 | 38 | 13,688 | ||||||||||
Profit before depreciation and | 369 | 112 | 303 | 98 | 63 | 40 | 985 | ||||||||||
amortization | |||||||||||||||||
Net depreciation and amortization | |||||||||||||||||
expense on property, plant and | (152) | (53) | (149) | (46) | (40) | (22) | (462) | ||||||||||
equipment and intangible assets | |||||||||||||||||
Net amortization expense on right of | (17) | (6) | (29) | (9) | (24) | (5) | (90) | ||||||||||
use of leased assets | |||||||||||||||||
Current operating profit/(loss) | 200 | 53 | 125 | 43 | (1) | 13 | 433 | ||||||||||
Current operating profit/(loss) after | 196 | 52 | 121 | 42 | (4) | 11 | 418 | ||||||||||
Leases (1) | |||||||||||||||||
Other operating income and expenses | (13) | (1) | (14) | (28) | |||||||||||||
Operating profit/(loss) | 187 | 53 | 125 | 43 | (2) | (1) | 405 | ||||||||||
Operating profit/(loss) after Leases | 183 | 52 | 121 | 42 | (5) | (3) | 390 | ||||||||||
(1) | |||||||||||||||||
Cost of net debt | (2) | (25) | (4) | (5) | 3 | (33) | |||||||||||
Interest expense on lease obligations | (4) | (1) | (4) | (1) | (3) | (2) | (15) | ||||||||||
Other financial income/(expenses), net | 1 | 1 | 2 | ||||||||||||||
Income tax | (69) | (10) | (27) | (17) | (14) | (4) | (141) | ||||||||||
Share of net profits/(losses) of joint | 5 | 3 | 2 | 32 | 1 | 43 | |||||||||||
ventures and associates | |||||||||||||||||
Net profit/(loss) | 117 | 46 | 71 | 53 | (22) | (4) | 261 | ||||||||||
(1) After charging interest expense on lease obligations
- 46 -
Segmental assets and liabilities
Roads | Roads | Roads | Roads | Railways | Holding | Total | |
Mainland | North | Rest of the | and other | ||||
Europe | company | Group | |||||
France | America | World | activities | ||||
December 31, 2018 | |||||||
Segmental assets | 2,961 | 1,157 | 2,387 | 1,398 | 1,721 | 449 | 10,073 |
Segmental liabilities | 2,380 | 756 | 1,285 | 857 | 1,299 | 699 | 7,276 |
Capital expenditure (1) | 127 | 49 | 130 | 49 | (71) | 16 | 300 |
December 31, 2019 | |||||||
Segmental assets | 2,926 | 1,210 | 2,427 | 1,554 | 1,372 | 460 | 9,949 |
Segmental liabilities | 2,336 | 788 | 1,244 | 991 | 983 | 698 | 7,040 |
Capital expenditure (1) | 140 | 44 | 64 | 49 | 16 | 24 | 337 |
- Acquisitions of property, plant and equipment and intangible assets, net of disposals
17.2 - Revenue by geographical area
France | Europe | North | Rest of the | Total Group | |
(excl. France) | America | World | |||
2018 | |||||
Roads | 5,426 | 1,882 | 3,343 | 844 | 11,495 |
Railways and other activities | 1,013 | 462 | 3 | 193 | 1,671 |
Holding company | 21 | 3 | 24 | ||
Total | 6,460 | 2,344 | 3,346 | 1,040 | 13,190 |
2019 | |||||
Roads | 5,901 | 1,916 | 3,557 | 879 | 12,253 |
Railways and other activities | 660 | 569 | 7 | 161 | 1,397 |
Holding company | 35 | 3 | 38 | ||
Total | 6,596 | 2,485 | 3,564 | 1,043 | 13,688 |
17.3 - Assets and liabilities by geographical area
France | Europe | North | Rest of the | Total Group | |
(excl. France) | America | World | |||
December 31, 2018 restated | |||||
Non-current assets | 1,928 | 727 | 1,437 | 470 | 4,562 |
Current assets | 2,541 | 908 | 949 | 774 | 5,172 |
Held-for-sale assets | 339 | 339 | |||
Total assets | 4,807 | 1,636 | 2,386 | 1,244 | 10,073 |
Non-current liabilities | 763 | 275 | 631 | 65 | 1,734 |
Current liabilities | 3,005 | 800 | 653 | 751 | 5,209 |
Liabilities related to held-for-sale assets | 333 | 333 | |||
Total liabilities | 4,101 | 1,075 | 1,284 | 816 | 7,276 |
Net assets | 706 | 561 | 1,102 | 428 | 2,797 |
December 31, 2019 | |||||
Non-current assets | 1,867 | 787 | 1,461 | 512 | 4,627 |
Current assets | 2,614 | 916 | 966 | 826 | 5,322 |
Total assets | 4,481 | 1,703 | 2,427 | 1,338 | 9,949 |
Non-current liabilities | 773 | 305 | 566 | 96 | 1,740 |
Current liabilities | 2,990 | 819 | 678 | 813 | 5,300 |
Total liabilities | 3,763 | 1,124 | 1,244 | 909 | 7,040 |
Net assets | 718 | 579 | 1,183 | 429 | 2,909 |
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17.4 - Other indicators
12/31/2019 | 12/31/2018 | |||||||
Current operating profit after Leases (1) | 418 | 360 | ||||||
Net depreciation and amortization expense on property, plant and | 462 | 461 | ||||||
equipment and intangible assets | ||||||||
Net charges to provisions & impairment losses | 151 | 100 | ||||||
Reversals of impairment losses and of unused provisions & other | (99) | (145) | ||||||
items | ||||||||
EBITDA after Leases | 932 | 776 | ||||||
(1) After charging interest expense on lease obligations. | ||||||||
12/31/2019 | 12/31/2018 | |||||||
Cash flow after cost of net debt, interest expense on lease obligations and | 780 | 698 | ||||||
income taxes paid (I) | ||||||||
Changes in working capital requirements related to operating activities, | (30) | (295) | ||||||
including current impairment and provisions (II) | ||||||||
Acquisitions of property, plant and equipment and intangible assets, net of | (321) | (288) | ||||||
disposals (III) | ||||||||
Change in current and non-current lease obligations (IV) | (88) | (69) | ||||||
Free cash flow after changes in working capital requirements | 341 | 46 | ||||||
(I)+(II)+(III)+(IV) | ||||||||
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NOTE 18. FINANCIAL INSTRUMENTS
The tables below show aggregate notional amounts for each type of financial instrument used, split by final maturity (for interest rate hedges) and by currency (for currency hedges).
All open derivative positions were contracted for hedging purposes.
Hedges of interest rate risk
Interest rate swaps | Maturity | Total | Total | |||
Less | than | 1 | 1 to 5 years | More than 5 | 12/31/2019 | 12/31/2018 |
year | years | |||||
On financial assets | - | - | - | - | - | |
On financial liabilities | - | 84 | 49 | 134 | 57 | |
Interest rate options | Maturity | Total | Total | |||
Less | than | 1 | 1 to 5 years | More than 5 | 12/31/2019 | 12/31/2018 |
year | years | |||||
On financial assets | - | - | - | - | - | |
On financial liabilities | - | 45 | 0 | 45 | 0 |
To ensure that the City of Portsmouth (UK) can pay a fixed monthly fee under the 25-year urban road network upgrade and maintenance contract, Colas contracted an interest rate swap maturing in January 2028.
This swap (receive floating rate, pay fixed rate) has a nominal amount perfectly aligned on the drawdown and repayment profile of the non-recourse loan financing the contract, such that the fixed cost of the loan is matched with the monthly fee received. As of December 31, 2019, the swap had a notional amount of €46 million (£39 million).
Most of the interest rate hedges contracted by the Colas Group are cyclical swaps (pay fixed rate) and collars, which are used to hedge the seasonal profile of the Group's debt. The average amount of the swaps over the life of the instruments is €242 million (notional amount: €75 million as of December 31, 2019), and they mature on December 31, 2020. The average amount of the collars over the life of the instruments is €143 million (notional amount: €45 million as of December 31, 2019), and they mature on December 31, 2020.
Hedges of foreign exchange risk
HUF (1) | GBP (1) | USD (1) | Other items | 12/31/2019 | 12/31/2018 | ||
(1) | |||||||
Forward purchases | 136 | 0 | 96 | 38 | 270 | 306 | |
Forward sales | 0 | 58 | 29 | 25 | 112 | 110 | |
(1) Equivalent value in euros | |||||||
Hedges of commodities risk | |||||||
12/31/2019 | 12/31/2018 | ||||||
Forward purchases | 1 | 2 | |||||
Forward sales | 0 | 1 |
Market value of hedging instruments
The hedging portfolio was valued by an independent valuer using standard market practice.
As of December 31, 2019, the hedging instruments portfolio had a negative market value (net present value) of €13 million, including accrued interest. That amount mainly reflects the net present value of interest rate swaps that partially hedge the Group's debt, -€11 million of which are fair value hedges and -€2 million are cash flow hedges. The market value of other instruments (hedges of a net investment in a foreign operation, or not part of a hedging relationship) was immaterial at the end of the reporting period.
The negative market value of the interest rate swap contracted for the City of Portsmouth contract (€11 million, including accrued interest) is entirely offset by the €11m positive market value of the derivative embedded in the fixed contractual fee paid by the customer.
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Consequently, after taking account of the derivative embedded in the fixed contractual fee paid by the City of Portsmouth, the financial instruments portfolio has a negative market value of €2 million (including accrued interest), presented in the balance sheet as follows:
2019 | 2018 | |
Restated | ||
Financial instruments - Hedging of debt | 11 | 11 |
Other current financial assets | 1 | 3 |
Total financial instruments recognized as assets (a) | 12 | 14 |
Financial instruments - Hedging of debt | (12) | (12) |
Other current financial liabilities | (2) | (1) |
Total financial instruments recognized as liabilities (b) | (14) | (13) |
Net value of financial instruments (a)-(b) | (2) | 1 |
In the event of a +1% movement in the yield curve, the negative market value of the hedging instruments portfolio (including accrued interest) would reduce from €13 million to €7 million; in the event of a -1% movement, it would increase to €20 million.
In the event of a uniform 1% adverse movement in the exchange rate of the euro against all the other currencies, the hedging instruments portfolio would still have a negative market value of €13 million (including accrued interest).
In the event of a uniform 1% adverse movement in commodity prices, the hedging instruments portfolio would still have a negative market value of €13 million (including accrued interest).
NOTE 19. OFF BALANCE SHEET COMMITMENTS
This note supplements the disclosures provided in Notes 3, 4 and 8 to the consolidated financial statements.
No material off balance sheet commitments have been omitted from this disclosure, in accordance with applicable accounting standards.
19.1 - Guarantee commitments
Maturity | Less than | 1 to 5 | More than | Total | Total |
1 year | years | 5 years | 12/31/2019 | 12/31/2018 | |
Commitments given | |||||
Guarantees and endorsements | 150 | 40 | 34 | 224 | 63 |
Miscellaneous contractual commitments | 40 | 47 | 98 | 185 | 124 |
Commitments received | |||||
Contractual obligations | - | - | - | - | - |
Collateral given | |||||
Mortgages and pledges | 9 | 53 | 12 | 74 | 85 |
19.2 - Other commitments
Colas has issued guarantees for the 2019 financial year under the terms of Article 17 of the Companies (Amendment) Act 1986 of Ireland in favor of the following companies: Colas Teoranta, Road Maintenance Services Ltd, Colas Building Products Ltd, Cold Chon (Galway) Ltd, Colfix (Dublin) Ltd, Road Binders Ltd, Chemoran Ltd, Atlantic Bitumen Company Ltd, and Georgevale Ltd.
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NOTE 20. EMPLOYEE BENEFIT OBLIGATIONS
20.1 - Average headcount
The Group had an average headcount of 59,853 in 2019, compared with 61,514 in 2018.
20.2 - Employee benefit obligations
12/31/2018 | Movements | 12/31/2019 | ||||||
restated | during 2019 | |||||||
Lump-sum retirement benefits | 198 | 22 | 220 | |||||
Long service awards and other benefits | 95 | (10) | 85 | |||||
Other post-employment benefits (pensions, | 70 | 6 | 76 | |||||
including plan assets) | ||||||||
Total | 363 | 18 | 381 | |||||
20.3 - Employee benefit obligations and post-employment benefit obligations (excluding long service awards)
20.3.1 - Defined-contribution plans
20192018
Amount recognized as an expense | 859 | 871 |
Defined-contribution plan expense consists of contributions to:
- health insurance funds;
- pension funds (compulsory and supplementary schemes);
- unemployment insurance funds.
20.3.2 - Defined-benefit plans
Lump-sum retirement benefits | Pensions (1) | ||||||
2019 | 2018 | 2019 | 2018 | ||||
Present value of obligation | 220 | 198 | 649 | 423 | |||
Fair value of plan assets (dedicated funds) | (573) | (370) | |||||
Net liability recognized (a) | 220 | 198 | 76 | 53 | |||
Ratio of plan assets to present value of obligation | 88% | 87% | |||||
(a) Includes overfunded plans, recognized as an asset in the balance sheet: | 15 | 17 | |||||
(1) These pension plans are managed by independent fund managers. | |||||||
Lump-sum retirement benefits | Pensions | ||||||
2019 | 2018 | 2019 | 2018 | ||||
January 1 | 198 | 228 | 53 | 89 | |||
Current service cost | 3 | (1) | 3 | 14 | |||
Interest expense on the obligation | 3 | 3 | 1 | ||||
Expected return on plan assets | (2) | ||||||
Total expense recognized | 6 | 2 | 4 | 12 | |||
Translation adjustments | 3 | (1) | |||||
Transfers between accounts & other | 1 | (5) | (11) | ||||
Changes in scope of consolidation | (13) | ||||||
Actuarial gains and losses recognized in equity (1) | 15 | (19) | 21 | (36) | |||
December 31 | 220 | 198 | 76 | 53 | |||
(1) Total actuarial loss recognized in equity in 2019: €36 million.
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20.3.3 - Main actuarial assumptions used for lump-sum retirement benefits, pensions and long service awards
2019 | 2018 | |
Discount rate for lump-sum retirement benefits and long | ||
service awards: IBoxx € Corporate A10 (1) | 0.9221% | 2.1042% |
Discount rate for pensions (2) | 0.20% to 3.10% | 0.75% to 3.70% |
Life table - women | INSEE 2012-2014 Women | INSEE 2012-2014 Women |
Life table - men | INSEE 2012-2014 Men | INSEE 2012-2014 Men |
Age on retirement: managerial grades | 65 | 65 |
Age on retirement: technical, supervisory & clerical staff, | ||
and site workers | 63 | 63 |
Salary inflation rate | 0.50% to 4.00% | 0.50% to 4.00% |
- A reduction of 50 basis points in the discount rate applied would increase the obligation by €15 million. The resulting actuarial loss would be recognized in "Other recognized income and expense".
- A reduction of 20 basis points in the discount rate applied would increase the obligation by €20 million on December 31, 2019. The resulting actuarial loss would be recognized in "Other recognized income and expense".
20.3.4 - Share-based payment
In 2019, options to subscribe for new Bouygues shares were awarded by Bouygues to certain employees of Colas and its subsidiaries. The amount of the resulting employee benefit is immaterial.
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NOTE 21. DISCLOSURES ON RELATED PARTIES AND REMUNERATION OF DIRECTORS AND SENIOR EXECUTIVES
Identity of related parties:
Parties with an ownership interest: Joint ventures and joint operations: Associates:
Other related parties:
Bouygues and its subsidiaries, equity investees and associates. Carrières Roy, and various immaterial joint ventures.
Tipco Asphalt, Mak Mecsek and various immaterial associates. Colas Foundation, and various non-consolidated companies.
Analysis of transactions with related parties | ||||||||
Expenses | Income | Receivables | Payables | |||||
2019 | 2018 | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | |
Parties with an ownership interest | 67 | 65 | 66 | 65 | 58 | 70 | 340 | 441 |
Joint ventures and joint operations | 54 | 62 | 116 | 99 | 84 | 46 | 54 | 43 |
Associates | 6 | 14 | 19 | 3 | 4 | 9 | 11 | |
Other related parties | 39 | 29 | 66 | 65 | 17 | 22 | 7 | 3 |
Total | 160 | 162 | 262 | 248 | 162 | 142 | 410 | 498 |
Due within less than 1 year | 410 | 496 | ||||||
Due within 1 to 5 years | - | 2 | ||||||
Due after more than 5 years | - | - |
Remuneration and benefits awarded to senior executives
The senior executives covered by this disclosure are the members of the Management Committee.
In 2019, the Management Committee had 6 members until May 14, then 5 until December 31 (the Chief Executive Officer, and four salaried executives).
Direct remuneration
The total amount of direct remuneration paid to the Management Committee in 2019 was €8.9 million (versus €6.7 million in 2018).
Post-employment benefits
Chairman and CEO: top-up pension scheme based on 0.92% of their reference salary for each year's scheme membership, capped at eight times the annual social security ceiling. Management of the scheme is contracted out to an insurance company.
Other senior executives: employer contributions into a top-updefined-contribution pension scheme (4% of the executive's total remuneration).
Share-based payment
The benefit arising from awards of Bouygues shares to senior executives in 2019 is immaterial.
Directors' remuneration (formerly "Directors' fees")
The gross amount of remuneration paid by Colas and by companies in its scope of consolidation of Directors of Colas during 2019 in respect of the 2018 financial year was €217,119.
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NOTE 22. ADDITIONAL CASH FLOW STATEMENT INFORMATION
22.1 - Determination of changes in working capital requirements related to operating activities
Changes in working capital requirements include movements in current provisions recognized in the balance sheet.
12/31/2019 12/31/2018 restated
Assets
Inventories | 20 | (109) |
Advances and down-payments made on orders | (3) | (23) |
Trade receivables / Customer contract assets | (153) | (214) |
Other current receivables and current financial assets | (32) | 4 |
Sub-total: assets (1) | (168) | (342) |
Liabilities | ||
Advances and down-payments received on orders | 3 | 68 |
Trade payables / Customer contract liabilities | (4) | 76 |
Current provisions | 51 | (6) |
Other current liabilities and current financial liabilities | 88 | (91) |
Sub-total: liabilities (2) | 138 | 47 |
Changes in working capital requirements related to operating activities | (30) | (295) |
(1) (Increase)/Decrease
(2) Increase/(Decrease)
22.2 - Net cash flows resulting from acquisitions and divestments of subsidiaries or activities.
The principal acquisitions and divestments in the period were Skanska (Poland), Asfalcura (South America) and Smac (France).
12/31/2019 | 12/31/2018 | |
restated | ||
Non-current assets | (62) | (707) |
Current assets | (15) | (648) |
Non-current liabilities | 3 | 67 |
Current liabilities | 16 | 481 |
Cash | 26 | 6 |
Net acquisition/divestment cost | (32) | (801) |
Cash of acquired or divested companies | (7) | 78 |
Net liabilities related to acquisition of shares | (2) | 3 |
Net cash inflow/(outflow) from acquisitions and divestments of subsidiaries | (41) | (720) |
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NOTE 23. AUDITORS' FEES
The table below shows fees for auditors (and member firms of their networks) responsible for the audit of the consolidated financial statements of the Colas Group (parent company and subsidiaries).
Mazars | PwC | KPMG | ||
2019 | 2018 | 2019 | 2018 | |
A - Audit: | ||||
Colas SA | 0.3 | 0.3 | 0.2 | 0.3 |
Subsidiaries | 4.2 | 3.7 | 2.2 | 3.4 |
Sub-total | 4.5 | 4.0 | 2.4 | 3.7 |
B- Non-Audit Services (1) | 0.4 | 1.8 | ||
Total | 4.5 | 4.0 | 2.8 | 5.5 |
- "Non-AuditServices": In 2019, fees for PwC relating to tax-related services provided to subsidiaries outside of France; in 2018, fees for KPMG relating to procedures performed in connection with the acquisition of the Miller McAsphalt group and the divestment of Smac.
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NOTE 24. IMPACTS OF FIRST-TIME APPLICATION OF IFRS 16, "LEASES" AND IFRIC 23, "UNCERTAINTY OVER INCOME TAX TREATMENTS"
This note presents the effects of first-time application of IFRS 16 and IFRIC 23 on the consolidated financial statements and key performance indicators of the Colas Group.
IFRS 16
The Colas Group has applied IFRS 16 with effect from January 1, 2019, with retrospective application and presentation of a comparative year. For lessees, IFRS 16 ends the distinction previously made between operating leases and finance leases. Lessees are required to account for all leases with a term of more than one year in a manner similar to that previously specified for finance leases under IAS 17, involving the recognition of an asset for the rights, and a liability for the obligations, arising under the lease.
The Group has elected to apply the practical expedients permitted by IFRS 16 to exclude leases where the as-new value of the underlying asset is less than €5,000, and assets where the lease term is reasonably certain to be less than twelve months. Such leases are recognized in profit or loss as and when lease payments are made. The Group has also elected to account for each lease component separately, distinguishing the lease components from the non-lease (service) components.
As permitted by IFRS 16, the Colas Group has not elected to apply the standard to leases of intangible assets.
The impacts on the balance sheet as of December 31, 2017 (restated for IFRS 9), and on the financial statements as of December 31, 2018, are presented below; they relate mainly to the recognition of a right-of-use asset and a lease obligation, primarily in respect of property and equipment leases. The lease term used is the non-cancellable period of the lease, plus any extension options that the Group is reasonably certain to exercise. In the case of leases of property in France, the lease term is generally nine years. Given the absence of significant initial direct costs, the right-of-use asset equates to the present value of the future lease payments; it is amortized, and written down by means of an impairment allowance if there is an indication that it may have become impaired.
The amounts of finance lease assets and liabilities previously classified as property, plant and equipment and as debt have been reclassified to "Right of use of leased assets" and "Lease obligations" respectively. Deferred taxes have been recognized on the difference between right-of-use assets and lease obligations falling within the scope of IFRS 16, as was previously the case with finance leases.
IFRS 16 has the effect of reducing consolidated shareholders' equity as of December 31, 2018 by €22 million, net of deferred taxes. As of December 31, 2017, the impact was a reduction in shareholders' equity of €23 million, net of deferred taxes.
First-time application of IFRS 16 did not alter the conclusions of the goodwill impairment tests conducted as of December 31, 2018.
IFRIC 23
The Colas Group has applied IFRIC 23 retrospectively with effect from January 1, 2019, with no restatement of prior period comparatives on first-time application. First-time application has no impact on consolidated shareholders' equity, and results in provisions for risks that relate to corporate income taxes being reclassified as tax liabilities. The impact of IFRIC 23 on the balance sheet as of December 31, 2018 is presented below.
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24.1 - Simplified balance sheet at December 31, 2017, restated for IFRS 16
Consolidated balance sheet | 2017 (a) | Impacts of | 2017 | |
IFRS 16 | restated | |||
Assets | ||||
Property, plant and equipment and intangible assets | 2,491 | (19) | 2,472 | |
Right of use of leased assets | 241 | 241 | ||
Goodwill | 512 | 512 | ||
Non-current financial and tax assets | 747 | 5 | 752 | |
Non-current assets | 3,750 | 227 | 3,977 | |
Current assets | 4,168 | 4,168 | ||
Cash and cash equivalents | 680 | 680 | ||
Financial instruments - Hedging of debt | 14 | 14 | ||
Current assets | 4,862 | 4,862 | ||
Held-for-sale assets and operations | ||||
Total assets | 8,612 | 227 | 8,839 | |
Liabilities and shareholders' equity | ||||
Shareholders' equity attributable to the group | 2,797 | (23) | 2,774 | |
Non-controlling interests | 30 | 30 | ||
Shareholders' equity | 2,827 | (23) | 2,804 | |
Non-current debt | 126 | (9) | 117 | |
Non-current lease obligations | 202 | 202 | ||
Non-current provisions | 884 | 884 | ||
Other non-current liabilities and non-current tax liabilities | 60 | (1) | 59 | |
Non-current liabilities | 1,070 | 192 | 1,262 | |
Current debt | 40 | (5) | 35 | |
Current lease obligations | 63 | 63 | ||
Current liabilities | 4,580 | 4,580 | ||
Overdrafts and short-term bank borrowings | 80 | 80 | ||
Financial instruments - Hedging of debt | 15 | 15 | ||
Current liabilities | 4,715 | 58 | 4,773 | |
Liabilities related to held-for-sale operations | 325 | 8 | 333 | |
Total liabilities and shareholders' equity | 8,612 | 227 | 8,839 |
(a) The balance sheet as of December 31, 2017 was restated for the effects of first-time application of IFRS 9.
24.2 - Simplified consolidated financial statements as of December 31, 2018, restated for IFRS 16 and IFRIC 23
A detailed analysis of these impacts is provided in Note 26 to the Colas Group's consolidated financial statements for the year ended December 31, 2018.
Consolidated balance sheet | 2018 | Impacts of | Impacts of | 2018 | ||
published | IFRS 16 | IFRIC 23 | restated | |||
Assets | ||||||
Property, plant and equipment and intangible assets | 2,832 | (50) | 2,782 | |||
Right of use of leased assets | 370 | 370 | ||||
Goodwill | 674 | 674 | ||||
Non-current financial and tax assets | 731 | 5 | 736 | |||
Non-current assets | 4,237 | 325 | 4,562 | |||
Current assets | 4,598 | 4,598 | ||||
Cash and cash equivalents | 563 | 563 | ||||
Financial instruments - Hedging of debt | 11 | 11 | ||||
Current assets | 5,172 | 5,172 | ||||
Held-for-sale assets and operations | 331 | 8 | 339 | |||
Total assets | 9,740 | 333 | 10,073 | |||
Liabilities and shareholders' equity | ||||||
Shareholders' equity attributable to the Group | 2,790 | (22) | 2,768 | |||
Non-controlling interests | 29 | 29 | ||||
Shareholders' equity | 2,819 | (22) | 2,797 | |||
Non-current debt | 533 | (30) | 503 | |||
Non-current lease obligations | 317 | 317 | ||||
Non-current provisions | 804 | (12) | 792 | |||
Other non-current liabilities and non-current tax liabilities | 124 | (2) | 122 | |||
Non-current liabilities | 1,461 | 285 | (12) | 1,734 | ||
Current debt | 58 | (12) | 46 | |||
Current lease obligations | 74 | 74 | ||||
Current liabilities | 4,577 | 12 | 4,589 | |||
Overdrafts and short-term bank borrowings | 488 | 488 | ||||
Financial instruments - Hedging of debt | 12 | 12 | ||||
Current liabilities | 5,135 | 62 | 12 | 5,209 | ||
Liabilities related to held-for-sale operations | 325 | 8 | 333 | |||
Total liabilities and shareholders' equity | 9,740 | 333 | 10,073 |
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Consolidated income statement | 2018 | Impacts of | Impacts of | 2018 | ||||
published | IFRS 16 | IFRIC 23 | restated | |||||
13,190 | 13,190 | |||||||
Revenue | ||||||||
Other revenues from operations | ||||||||
Purchases used in production | (6,260) | (6,260) | ||||||
Personnel costs | (3,525) | (3,525) | ||||||
External charges | (2,849) | 77 | (2,772) | |||||
Taxes other than income tax | (167) | (167) | ||||||
Net depreciation and amortization expense on property, plant and equipment and | (461) | (461) | ||||||
intangible assets | ||||||||
Net amortization expense on right of use of leased assets | (68) | (68) | ||||||
Charges to provisions and impairment losses, net of reversals due to utilization | (100) | (100) | ||||||
Change in production inventories | 17 | 17 | ||||||
Other income from operations | 740 | 5 | 745 | |||||
Other expenses on operations | (226) | (226) | ||||||
Current operating profit/(loss) | 359 | 14 | 373 | |||||
Other operating income | ||||||||
Other operating expenses | (31) | (31) | ||||||
Operating profit/(loss) | 328 | 14 | 342 | |||||
Financial income | 14 | 14 | ||||||
Financial expenses | (45) | (45) | ||||||
Income from net surplus cash/(Cost of net debt) | (31) | (31) | ||||||
Interest expense on lease obligations | (13) | (13) | ||||||
Other financial income | 8 | 8 | ||||||
Other financial expenses | (10) | (10) | ||||||
Income tax | (96) | (96) | ||||||
Share of net profits/(losses) of joint ventures and associates | 28 | 28 | ||||||
Net profit/(loss) | 227 | 1 | 228 | |||||
Net profit/(loss) attributable to the Group | 227 | 227 | ||||||
Net profit/(loss) attributable to non-controlling interests | 1 | 1 | ||||||
Basic earnings per share (€) | 6.93 | 6.93 | ||||||
Diluted earnings per share (€) | 6.93 | 6.93 |
Consolidated cash flow statement | 2018 | Impacts of | Impacts of | 2018 | |||||
published | IFRS 16 | IFRIC 23 | restated | ||||||
Consolidated net profit/(loss) | 227 | 1 | 228 | ||||||
Net charges to amortization and impairment expense and other adjustments to right of | 68 | 68 | |||||||
use of leased assets | |||||||||
Cash flow after cost of net debt, interest expense on lease obligations and income | 629 | 69 | 698 | ||||||
taxes paid | |||||||||
Reclassification of cost of net debt and interest expense on lease obligations | 31 | 13 | 44 | ||||||
Changes in working capital requirements related to operating activities | (295) | (295) | |||||||
Net cash generated by/(used in) operating activities (a) | 365 | 82 | 447 | ||||||
Net capital expenditure | (300) | (300) | |||||||
Acquisitions and disposals of equity investments | (720) | (720) | |||||||
Other cash flows from investing activities | 42 | 42 | |||||||
Net cash generated by/(used in) investing activities (b) | (978) | (978) | |||||||
Capital increases/(reductions) paid by shareholders and non-controlling interests and | (3) | (3) | |||||||
other transactions between shareholders | |||||||||
Dividends paid | (270) | (270) | |||||||
Change in current and non-current debt | 391 | 391 | |||||||
Repayment of lease obligations | (69) | (69) | |||||||
Cost of net debt and interest expense on lease obligations | (31) | (13) | (44) | ||||||
Net cash generated by/(used in) financing activities (c) | 87 | (82) | 5 | ||||||
Other movements (including translation adjustments) (d) | |||||||||
Change in net cash position (a+b+c+d) | (526) | (526) | |||||||
Net cash position at start of period | 600 | 600 | |||||||
Cash related to held-for-sale operations | 1 | 1 | |||||||
Net cash position at end of period | 75 | 75 |
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NOTE 25. LIST OF PRINCIPAL CONSOLIDATED COMPANIES
Unless indicated as being accounted for by the equity method, all the companies listed are consolidated as subsidiaries.
Company | Registered Office | % interest | |
2019 | 2018 | ||
France | |||
Mainland France | |||
Colas Centre-Ouest | Nantes | 100.0 | 100.0 |
Colas Ile-de-France-Normandie | Magny-les-Hameaux | 100.0 | 100.0 |
Colas Nord - Est | Nancy | 100.0 | 100.0 |
Colas Rhône-Alpes-Auvergne | Lyon | 100.0 | 100.0 |
Colas Midi-Méditerranée | Aix-en-Provence | 100.0 | 100.0 |
Colas Sud-Ouest | Mérignac | 100.0 | 100.0 |
Aximum | Magny-les-Hameaux | 100.0 | 100.0 |
Spac | Nanterre | 100.0 | 100.0 |
Smac | Issy les Moulineaux | - | 100.0 |
Colas Rail | Courbevoie | 100.0 | 100.0 |
Société de la Raffinerie de Dunkerque | Dunkerque | 100.0 | 100.0 |
Colas Digital Solutions | Vélizy-Villacoublay | 100.0 | 100.0 |
French overseas departments | |||
GTOI | Le Port - Réunion Island | 100.0 | 100.0 |
SCPR | Le Port - Réunion Island | 100.0 | 100.0 |
Colas Mayotte | Mamoudzou - Mayotte | 100.0 | 100.0 |
Colas Martinique | Le Lamentin - Martinique | 100.0 | 100.0 |
Sogetra | Les Abymes - Guadeloupe | 100.0 | 100.0 |
Ribal Travaux Publics | Cayenne - French Guiana | 100.0 | 100.0 |
French overseas territories | |||
Société Colas de Nouvelle-Calédonie | Nouméa - New Caledonia | 100.0 | 100.0 |
Europe (excluding France) | |||
Colas Belgium | Brussels - Belgium | 100.0 | 100.0 |
Colas Danmark A/S | Glostrup - Denmark | 100.0 | 100.0 |
Colas Ltd | Rowfant, Crawley - United Kingdom | 100.0 | 100.0 |
Colas Hungaria | Budapest - Hungary | 100.0 | 100.0 |
Colas Polska | Sroda Wielkopolska - Poland | 100.0 | 100.0 |
Colas CZ | Prague - Czech Republic | 99.1 | 99.1 |
ISK | Kosice - Slovakia | 100.0 | 100.0 |
Cesty Nitra | Nitra - Slovakia | 100.0 | 100.0 |
Colas Teoranta | Maynooth - Irish Republic | 100.0 | 100.0 |
Colas Suisse Holding SA | Lausanne - Switzerland | 99.2 | 99.2 |
Mak mecsek zrt (equity method) | Budapest - Hungary | 30.0 | 30.0 |
North America | |||
Colas Canada Inc. | Toronto, Ontario - Canada | 100.0 | 100.0 |
Colas Inc. | Morristown, New Jersey - United States | 100.0 | 100.0 |
Africa - Indian Ocean | |||
Colas Gabon | Libreville - Gabon | 89.9 | 89.9 |
Colas Madagascar | Antananarivo - Madagascar | 100.0 | 100.0 |
Colas Africa | Cotonou - Benin | 100.0 | 100.0 |
Transinvest Construction Ltd | Petite Rivière - Mauritius | 100.0 | 100.0 |
Gamma Materials (equity method) | Beau Bassin - Mauritius | 50.0 | 50.0 |
Colas du Maroc | Casablanca - Morocco | 100.0 | 100.0 |
Grands Travaux Routiers | Rabat - Morocco | 67.9 | 67.9 |
Colas South Africa | Cape Town - South Africa | 100.0 | 100.0 |
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Company | Registered Office | % interest | |
2019 | 2018 | ||
Asia | |||
Tipco Asphalt (equity method) | Bangkok - Thailand | 31.1 | 31.2 |
Hincol (equity method) | Mumbai - India | 30.0 | 30.0 |
Colas Australia Group | Sydney - Australia | 100.0 | 100.0 |
A full list of companies included in the consolidation is available from Olivier Grevoz.
E-mail:olivier.grevoz@colas.com
NOTE 26. PRINCIPAL EXCHANGE RATES USED FOR TRANSLATION PURPOSES
Convention: 1 euro = x local currency units
Europe | Currency unit | Exchange rate | Average | Exchange rate | Average |
12/31/2019 | exchange | 12/31/2018 | exchange | ||
rate | rate | ||||
2019 | 2018 |
Europe
Croatia | Croatian kuna | 7.4395 | 7.4181 | 7.4125 | 7.418 |
Denmark | Danish krone | 7.4715 | 7.4661 | 7.4673 | 7.4532 |
United Kingdom | Pound sterling | 0.8508 | 0.8777 | 0.8945 | 0.8847 |
Hungary | Forint | 330.53 | 325.2991 | 320.98 | 318.9185 |
Poland | Zloty | 4.2568 | 4.2973 | 4.3014 | 4.262 |
Czech Republic | Czech koruna | 25.408 | 25.6697 | 25.724 | 25.6491 |
Switzerland | Swiss franc | 1.0854 | 1.1125 | 1.1269 | 1.155 |
North America | |||||
United States | United States dollar | 1.1234 | 1.1195 | 1.145 | 1.1806 |
Canada | Canadian dollar | 1.4598 | 1.4854 | 1.5605 | 1.5292 |
Other | |||||
Australia | Australian dollar | 1.5995 | 1.6108 | 1.622 | 1.5796 |
Morocco | Dirham | 10.7279 | 10.7657 | 10.9573 | 11.0831 |
Thailand | Baht | 33.415 | 34.7566 | 37.052 | 38.1624 |
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Colas SA published this content on 20 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 February 2020 10:02:01 UTC