Universal Registration Document 2021

Chapter 6. 2021 Consolidated financial statements

Note 2 Impact of Covid-19 on the consolidated financial statements

The 2021 financial year was marked by a strong recovery in the activity. Such context didn’t require a specific review of the main assumptions and estimates taken at the reporting date unlike in the 2020 financial year. In 2020, the main assumptions and estimates affecting the application of the accounting methods had been reviewed to take into account the context of the Covid-19 crisis including:

  • goodwill and intangible assets impairment tests;
  • exposure to credit risk;
  • exposure to liquidity risk;
  • method for recognizing certain governmental measures.

See Note 2 to the 2020 consolidated financial statements for more details.

Note 3 Changes to consolidation scope

3.1 Acquisitions in 2021

The main acquisitions during the period were as follows:

  • in September 2021, the Groupe acquired 100% of Citrus Global Holdings Pty Ltd (Australia). Citrus is a software as a service (SaaS) platform optimizing brands marketing performances directly within retailer websites (retail media activity). The acquisition price is euro 130 million (including the earn-out);
  • in December 2021, the Groupe acquired 100% of BBK Worlwide (United States).

The fair value, at the acquisition date, of the consideration paid (excluding cash and cash equivalents acquired) of all entities that were fully consolidated (notably including the ones detailed above, as well as smaller acquisitions) with an exclusive takeover during the period, totaled euro 260 million. This amount mainly includes:

  • euro 182 million paid out during the period;
  • euro 78 million in earn-out commitments;
  • euro 0 million in commitments to buy-out non-controlling interests.

The amount paid in 2021 for acquisitions (net of cash and cash equivalents acquired) totaled euro 276 million and included:

  • euro 183 million paid out during the period;
  • euro (10) million in net cash acquired;
  • euro 103 million in earn-out payments relating to prior acquisitions paid out during the period.

Acquisitions during the period represented less than 1% of consolidated net revenue in financial year 2021 and less than 1% of net income attributable to equity holders of the parent.

3.1.1 Provisional allocation of the acquisition price of Citrus

The provisional allocation of the consideration transferred broke down as follows at December 31, 2021:

(in millions of euros) Citrus
Consideration transferred (A) Consideration transferred (A)

Citrus

130
Net assets acquired before fair value adjustment(1) (B) Net assets acquired before fair value adjustment(1) (B)

Citrus

2
Technology

Technology

Citrus

56
Deferred tax liabilities on technology

Deferred tax liabilities on technology

Citrus

(17)
Total fair value adjustments (C) Total fair value adjustments (C)

Citrus

39
Net assets acquired after fair value adjustments (D = B + C) Net assets acquired after fair value adjustments (D = B + C)

Citrus

41
Goodwill (E = A - D) Goodwill (E = A - D)

Citrus

89

(1) Excluding intangible assets generated prior the acquisition

The euro 89 million provisional residual goodwill includes:

  • employee know-how;
  • the ability to maintain and develop existing assets.
3.2 Acquisitions in 2020

There was no significant takeover (individually or taken together) during the period.

The fair value, at the acquisition date, of the consideration paid (excluding cash and cash equivalents acquired) of all entities that were fully consolidated (notably including the ones detailed above, as well as smaller acquisitions) with an exclusive takeover during the period, totaled euro 35 million. This amount mainly includes:

  • euro 14 million paid out during the period;
  • euro 21 million in earn-out payment commitments;
  • euro 0 million in commitments to buy-out non-controlling interests.