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Main CHANGES IN the scope of consolidation

2018

The main changes in the scope of consolidation in 2018 were as follows:

Lagardère Publishing

  • Full consolidation over 12 months in 2018 of the publishing business of Jessica Kingsley Publishers, Books, which specialises in humanities and social sciences and was acquired by Hachette UK in November 2017.
  • Full consolidation by Hachette UK over 12 months in 2018 of Summersdale, an illustrated book publisher acquired in November 2017.

Lagardère Travel Retail

  • Acquisition on 19 November 2018 by HDS Retail North America of the Hojeij Branded Foods (HBF) group, a leading Foodservice operator on the Travel Retail market in North America. HBF was consolidated in the Group's financial statements as from December 2018.

Lagardère Active

  • Full consolidation over a nine-month period in 2018 of Skyhigh TV, the leading independent production company in the Netherlands, further to the acquisition of 52% of the share capital in March 2018.
  • Disposal by the Lagardère group of its equity-accounted 42% stake in the Marie Claire group in June 2018.
  • Sale in July 2018 of the 73% stake in MonDocteur, fully consolidated up to June 2018.
  • Sale by Lagardère Active Radio International of radio operations in the Czech Republic, Poland, Slovakia and Romania to Czech Media Invest in July 2018. These operations were fully consolidated up to June 2018.
  • Sale in October 2018 of Doctissimo, fully consolidated up to September 2018.


BUSINESS COMBINATIONS


Hojeij Branded Foods (HBF)

On 19 November 2018, HDS Retail North America LLC closed the acquisition of the entire share capital of North Haven HBF Holdings LLC, the Hojeij Branded Foods (HBF) holding company for a total cash consideration of approximately USD 355 million (representing USD 330 million in enterprise value), or €311 million.

Further to this acquisition, the Group holds 45 fully consolidated entities and three equity-accounted entities in which, in accordance with US legislation (Airport Concessions Disadvantaged Business Enterprises (ACDBE) Program), minority partners are integrated into the capital. Based in Atlanta in the United States, HBF is a leading Foodservice operator in the Travel Retail segment in North America.

The preliminary allocation of the purchase price led to the recognition
of €151 million in provisional goodwill (equivalent euro value at 31 December 2018), chiefly reflecting the value of the expected synergies between Lagardère Travel Retail's existing businesses in North America, and HBF, and the capacity of the combination to develop in the future.

Acquisition-related costs amounting to approximately €2 million which were not included in the purchase price were taken to profit for the year under "Amortisation of acquisition-related intangible assets and other acquisition-related expenses".

The acquisition of HBF was initially recognised on a provisional basis at 31 December 2018. The final tax accounting for the assets acquired and liabilities assumed will be completed during 2019.

For one month of activity, the revenue and attributable loss of HBF included in the consolidated financial statements respectively amounted to €23 million and €0.4 million (including the amortization of intangible assets for €2 million).

Had this combination taken place on 1 January 2018, consolidated revenue would have been €190 million higher (i.e., full‑year revenue of €213 million in 2018 for HBF).

ASSETS HELD FOR SALE AND ASSOCIATED LIABILITIES

As part of its strategic refocusing around two priority areas (Lagardère Publishing and Lagardère Travel Retail) announced in spring 2018, Lagardère Active has restructured to transform its business into several standalone units. The new structure of Lagardère Active includes fi ve business units (News, Press, TV, Audiovisual distribution and production, and Pure Players & B2B).

All goodwill and non‑current assets with indefinite useful lives were tested for impairment in accordance with IAS 36. Goodwill was allocated to each business unit based on the percentage of discounted cash flows they represent.
With the exception of the News unit, which includes radio operations in France (Europe 1, Virgin Radio and RFM), Paris Match, Le Journal du Dimanche, advertising sales brokerage and the management of Elle brand licences, each unit will leverage the opportunities best enabling it to continue its development. Certain assets were already sold during the year in this regard. The sale of the Radio businesses in the Czech Republic, Poland, Slovakia and Romania was finalized in July 2018, while the sale of the e‑Health business was completed in October 2018.

At 31 December 2018, other assets are in the process of being sold by Lagardère Active.

Each divestment process was reviewed in order to determine whether the related assets and liabilities met the criteria for classification as held for sale, as described in note 3.20.

The following disposal groups, which are the subject of individual divestment processes, were classified as assets held for sale and associated liabilities:

  • Magazine Publishing titles in France: corresponds to Magazine Publishing France titles including Société de Presse Féminine, except for Paris Match and Le Journal du Dimanche, and the Elle brand licensing business. The effective date of the sale of the Press business to the Czech Media Invest group was 14 February 2019.
  • Audiovisual production: the group of assets relating to this business is available for sale in its current form and is actively marketed. The Group considers that the sale will take place in 2019.
  • TV channels with the exception of Mezzo: the Group entered into exclusive negotiations with the M6 group for the sale of the assets relating to this business on 31 January 2019.
  • Digital (including BilletRéduc, Plurimedia and boursier.com): the assets relating to this business were sold in January and February 2019.
  • International Radio (Jacaranda and its advertising sales brokerage firm Mediamark): the sale of Jacaranda was finalized on 11 February 2019, while Mediamark's sale is subject to local regulatory clearance.

Measurement

Since the carrying amount of Magazine Publishing France assets and liabilities exceeded their sale value less associated costs, a write‑down of €24 million was recognised at 31 December 2018.

This write‑down was taken against the overall goodwill allocated to the Press group of CGUs. Residual goodwill represents €7 million.

The carrying amounts of the Digital and International Radio Eastern Europe CGUs (sold in July 2018) was also written down by €3 million and €2 million respectively, in order to bring it into line with the sale price less associated costs. The write‑downs were taken against the goodwill assigned to these CGUs.
No write‑downs were taken against the TV channels disposal group in light of the purchase offers received.
The estimated sale value of Audiovisual production assets is higher than the net carrying amount of those assets.

Financial Press releases

2020/03/26

Press release relating to regulated information - Publication of the Universal Registration Document - Fiscal Year 2019

2020/03/13

Postponement of the Investor Day

Financial calendar

First-quarter 2020 revenue

Thursday, April 30, 2020

General Meeting – Fiscal year 2019

Tuesday, May 5, 2020 at 10 a.m CET

Individual Shareholders

Practical information on how to manage their account, a calendar of shareholder events and the group’s main publications.