Registration Document 2016
Parent company financial statements at December 31, 2016
6.4 Notes to the parent company financial statements
Notes to the parent company financial statements
Major events of the periodNOTE 1 Major events of the period 199 NOTE 2 Subsequent events 201 NOTE 3 Accounting principles and methods 201 NOTE 4 Changes in non-current assets and depreciation and amortization 205 NOTE 5 Equity interests 207 NOTE 6 Receivables 209 NOTE 7 Short-term investments 209 NOTE 8 Changes in shareholders’ equity and treasury shares 209 NOTE 9 Provisions and impairments 211 NOTE 10 Bank borrowings and debt and other bond issues 212 NOTE 11 Liabilities 213 NOTE 12 Accrued income and charges 213 NOTE 13 Breakdown of revenue 214 NOTE 14 Average workforce 214 NOTE 15 Capitalized research and development costs 214 NOTE 16 Net financial income 215 NOTE 17 Net non-recurring income 216 NOTE 18 Corporate income taxes 216 NOTE 19 Executive compensation 217 NOTE 20 Audit fees 217 NOTE 21 Off-balance sheet commitments 218
Index for the notes to the parent company financial statements
Organization and subsidiarization
Partial transfer of assets
Ingenico Group SA underwent subsidiarization
transfers of assets, in accordance with French demerger laws,
to Ingenico France SAS, Ingenico Terminals SAS and Business
The effective legal, accounting and fiscal date of this transaction
was May 1, 2016.
The purpose of this transaction was to align the legal
organization of Ingenico with its operational and strategic
organization, and to streamline the financial and accounting
management of its activities.
The reading of Ingenico Group SA’s financial statements for the
year ended December 31, 2016, should take into consideration
the impacts of these partial asset transfers, particularly when
comparing the accounting items with those of the previous year.
Ingenico Group SA, which became the parent company
responsible for, among other things, defining the overall
strategy, made transfers to:
Ingenico France SAS
, the complete and autonomous
subsidiary responsible for Ingenico Group’s distribution
activities in France and export activities from France,
including the ownership and management of the Axis
In line with the provisions of ANC regulation 2014-03 of
June 5, 2014, the transfer of these assets was completed
based on the net carrying amount of the transferred
assets and liabilities as shown in the Ingenico Group
parent company financial statements for the year ended
December 31, 2015, as estimated at the effective date.
To determine the consideration for the assets transferred
to Ingenico France SAS, the parties jointly agreed on the
number of new shares to be issued by Ingenico France
SAS for the benefit of Ingenico Group SA based on the net
carrying amount in accordance with tax instruction BOFIP
BOI-IS-FUS-30-20 of September 12, 2012.
In consideration for the transfer of assets, Ingenico France
SAS carried out a capital increase of €83,460,375 through
the issuance of 166,920,750 new fully paid-up shares, with
a par value of €0.50 each. Following the capital increase,
Ingenico Group SA holds 100% of Ingenico France SAS.
The transaction is subject to the preferential regime specified
in Articles 210 A
. of the French General Tax Code. Prior
approval was obtained for this transfer from the Bureau des
agréments et rescrits (office of advance tax approvals and
rulings) within the Direction générale des finances publiques
(French general directorate of public finances);
Ingenico Terminals SAS
, the complete and autonomous
subsidiary responsible for research and development,
product development, planning and procurement, and
terminal sales to distribution subsidiaries.