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Gévelot S.A. — AGM Information 2016
Dec 31, 2016
1367_10-k_2016-12-31_6d55cebb-791a-459d-98ff-7fdfacf67547.pdf
AGM Information
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Annual Report
Financial Year 2016
This is a free translation into English of the 2016 Financial Report issued in the French language and is provided solely for the convenience of English-speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. In case of discrepancy the French version prevails.
Combined Annual and Extraordinary General Meeting of 15 June 2017
Gévelot Group
| Administration | p. 2 |
|---|---|
| Group companies | p. 3 |
| Agenda of the Annual General Meeting | p. 4 |
| Overview of financial year 2016 |
p. 5 |
2016 Accounts
| The Board's Operating and Financial Review | p. 7 |
|---|---|
| Consolidated financial statements at 31 December | p. |
| 2016 | 13 |
| - | p. |
| Auditors' Report | 45 |
| Individual financial statements at 31 December 2016 |
p. 47 |
| - | p. |
| Auditors' Reports | 65 |
| Resolutions submitted to the Annual General Meeting |
p. 69 |
Public Limited Company (Société Anonyme) with a registered capital of 28 717 500 euros Head Office, Direction and Administration: 6, boulevard Bineau 92300 Levallois-Perret 562 088 542 RCS. Nanterre – SIRET N° 562 088 542 00369
www.gevelot-sa.fr
Financial year 2016
Administration of Gévelot S.A.
Board of Directors
| Chairman & Managing Director | Mario MARTIGNONI | |||
|---|---|---|---|---|
| Directors | Roselyne MARTIGNONI | |||
| Claudine BIENAIMÉ | ||||
| Armelle CAUMONT-CAIMI | ||||
| Charles BIENAIMÉ | ||||
| Pascal HUBERTY | ||||
| Jacques FAY | ||||
| Management | ||||
| Managing Director | Mario MARTIGNONI |
|||
| Deputy Managing Director | Philippe BARBELANE | |||
| Auditors | ||||
| Permanent | PricewaterhouseCoopers Audit (PwC) | |||
| represented by Yan RICAUD |
||||
| Cabinet ROUSSEL & ASSOCIES (CREA) | ||||
| represented by Bernard ROUSSEL |
||||
| Substitute | Cabinet FIDEAC | |||
| represented by Jean MARIÉ |
||||
| Cabinet CAGNAT & ASSOCIÉS | ||||
| represented by Pierre MERCADAL |
||||
| Managers of Subsidiaries | ||||
| EXTRUSION Sector | Patrick LHUILLERY | |||
| PUMPS Sector | Mario MARTIGNONI |
Group companies
(*) Including Sydex Srl LLC (Italy) 55% of which was acquired in the second half 2016
_________________________________________________________________________________________
For the consideration of the Annual General Meeting
- Management Report of the Board of Directors on the progress of the Company during the financial year 2016,
- Auditors' Reports on the period's Individual and Consolidated Financial Statements,
- Approval of the Individual Financial Statements for the year ended on 31 December 2016,
- Approval of the Consolidated Financial Statements for the year ended on 31 December 2016,
- Approval of the Agreements mentioned in Article L.225-38 of the French Commercial Code,
- Allocation of income for the financial year 2016,
- Discharge of Directors,
- Directors,
- Auditors,
- Authorisation of a share buyback programme in view of cancellation
- Powers,
- Other questions.
For the consideration of the Extraordinary General Meeting
- Authorisation given to the Board of Directors to cancel shares that the Company could have bought under the new share buyback programme,
- Modification of the Articles of Association: Abolition of the double vote.
Overview of Gévelot Group
Key figures
| 2016 | 2015 | Percentage change 2016/2015 |
2014 | |
|---|---|---|---|---|
| (in thousands of euros) | ||||
| Group | ||||
| Turnover excluding tax | 196 378 | 206 870 | (5.1) | 211 803 |
| Turnover originating outside France | 134 112 | 142 071 | (5.6) | 145 151 |
| EBITDA | 20 304 | 13 119 | 54.8 | 13 344 |
| Current operating income | 12 935 | 7 824 | 65.3 | 8 095 |
| Non currrent operating income and (expenses) (1) | 1 269 | (4 575) | 64 916 | |
| Operating income | 14 204 | 3 249 | 73 011 | |
| Operating results before tax | 15 000 | 227 | 78 415 | |
| Net income from continuing activities | 14 566 | (3 590) | 71 828 | |
| Net income of discontinued activities (in the process of being transferred) | - | - | (4 897) | |
| Net income of all consolidated companies | 14 566 | (3 590) | 66 931 | |
| Share of interest not conferring control | (55) | (1 160) | 38 | |
| Net income attributable to the parent company | 14 621 | (2 430) | 66 893 | |
| Net earnings per share from continuing activities (in euros) | 17.82 | (2.73) | 79.69 | |
| Cash flow from operations | 28 151 | 11 026 | 155.3 | 17 532 |
| Equity | 199 304 | 186 011 | 7.1 | 200 136 |
| Indebtedness / Equity (in %) | 20.4 | 22.0 | 23.5 | |
| Headcount | 1 251 | 1 287 | (2.8) | 1 452 |
| (1) including : - capital gain on stake transfer - impairment of industrial assets - Standard IAS 36 - - revenue on contractual renegotiation |
- (8 142) 9 487 |
- (4 136) - |
64 621 - - |
|
| Gévelot S.A. Turnover excluding tax |
2 285 | 2 493 | ns | 3 337 |
| Turnover excluding tax (restated) | 2 285 | 2 493 | (8,3) | 2 552 |
| Operating income | 425 | 467 | (9,0) | 429 |
| Operating results before tax (4) | 7 393 | 57 202 | 547 | |
| Unusual items | (606) | (1 130) | (1 993) | |
| Unusual items excluding tax provision | (198) | (691) | (184) | |
| Net income | 9 070 | 57 074 | 375 | |
| Cash flow from operations | 9 954 | 58 534 | ns | 5 975 |
| Net dividend per share (in euros) | 1.80 | 1.80 | 1.80 | |
| Headcount | 5 | 5 | 7 | |
| (2) including : | ||||
| - Special dividend - Depreciation of investment securities |
4 000 - |
54 700 (661) |
- (3 255) |
Consolidated turnover by sector
| 2016 | 2015 | 2014 | |
|---|---|---|---|
| €194.4 M | €206.9 M | €211.8 M | |
| Cold Extrusion / Machining | 46,4% | 47,4% | 46,6% |
| Pumps / Fluid Technology | 53,6% | 52,6% | 53,4% |
Ladies and Gentlemen,
In accordance with the Law and the company By-Laws, we have convened this Combined General Meeting to report to you on the activity of our company and its subsidiaries during the past financial year and submit for your approval the Company Accounts and the Consolidated Accounts for year ending 31 December 2016.
Group's Activities and Results
The consolidated turnover of financial year 2016 amounted to €196.3 million against €206.9 million in 2015, down 5.1%. On a like-for-like basis and currency rate, turnover was down 6.0%.
The Extrusion Sector's turnover was €105.1 million in 2016, i.e down 3.4% on the previous year. The activity of the French sites remained stable (-0.2%) while that of German Dold and Chine sites, was generally down by 7.6%.
The turnover of the Pumps Sector, at €91.1 million, was down 7.1% on the previous year. On a like-for-like basis and currency rate, turnover was down 9.1% Oil & Gas represented half the activity and the Industry and Food Sectors the other half.
Comments on the scope
The Accounts of Sydex Srl (Italy), a company in which a 55% stake was taken in late June 2016, are now fully consolidated. Six months of activity and results were therefore integrated into the Group scope in 2016.
Detailed comments on the consolidated incomes
The Group's consolidated operating income in 2016 amounted to a profit of €12.9 million against €7.8 million in 2015.
The contribution of the Extrusion Sector, although still positive, was down 10.5% on 2015 (€5.1 million compared to €5.7 million).
The Contribution of the Pumps Sector improved and made €7.4 million in profit (+€1.9 million in 2015).
This improvement was the consequence of operational adjustment measures taken since the summer of 2015.
The operating income reports a profit of €14.2 million against plus €3.2 million in 2015, this increase being due mainly to the positive effect of the renegotiation of a supplies contract in the Oil & Gas field (€9.5 million), attenuated by a depreciation of industrial assets (€8.1 million) by applying Standard IAS 36 in the Extrusion Sector.
In 2015, that income was affected by a loss of value on a noncurrent asset of €4.1 million.
The consolidated financial result in 2016 made a profit of €0.8 million compared to a loss of €3.0 million the previous year owing to unfavourable currency effects in 2015.
In 2016, net consolidated taxes amounted to €0.5 million against €3.8 million in 2015. They included €5.5 million of payable taxes, offset by €5.0 million of deferred taxes.
Consolidated net income for financial year 2016 of consolidated companies was a profit of €14.5 million against a negative at €3.6 million in 2015.
The share of income attributable to interests not conferring control was established as a loss of €0.1 million.
To conclude, the consolidated net income for financial year 2016 amounts to a profit of €14.6 million against minus €2.4 million in 2015.
The cash flow amounted to €28.1 million against €11.0 million in 2015.
The contribution of the different Sectors to the consolidated income of the whole is explained in the Appendix to the Consolidated Financial Statements (Note 18).
Group Investments
By 2016, the Group's general non-financial gross investments amounted to €10.9 million compared to €12.7 million in 2015.
Intangible investments amounted to €1.8 million (€1.6 million in 2015) and tangible investments to €9.1 million (€11.1 million in 2015).
Per sector, these investments amounted to:
-
€6.3 million against €8.0 million in 2015 in the Extrusion Sector,
-
€4,6 million against €4,7 million in 2015 in the Pumps Sector.
Jobs
The Group's workforce on 31 December 2016, excluding temporary staff, totalled 1,251 people, including 501 outside France against 1,287 people including 499 outside France at the end of December 2015.
Consolidated balance sheet structure
The consolidated balance sheet total amounted to €351.8 million against €324.7 million at the end of 2015, an increase of €27.1 million.
Non-current assets of €82.9 million were down €3.3 million. This decline was due to negative variations in goodwill and net investments for -€5.4 million and deferred tax assets of +€2.0 million and +€0.1 million of miscellaneous.
Current assets of €268.9 million were up €30.4 million.
The main changes concern gross Cash Flow for + €17.0 million, net Inventories for - €6.0 million, Trade and Other Receivables for +.€23.1 million and Corporate income tax receivables of - €3.7 million.
Equity was at €199.3 million and increased by €13.3 million. This increase was mainly due to net consolidated profits for the year of €14.6 million, reduced by the impact of dividend payments to third parties worth -€1.5 million.
Provisions for liabilities and charges, at €11.4 million, were up €2.0 million mainly as the result of revaluations related to staff retirement indemnities (€1.5 million).
Debts, at €141.1 million were up €11.8 million. The variations concern financial debts (-€0.2 million), trade payables (- €2.6 million), various advances on orders (+€9.1 million), the decrease in deferred tax liabilities (-€3.2 million) and the increase in deferred income (+€8.7 million).
Consolidated financial structure
The Financial Structure integrates current financial assets, cash flow and cash equivalents, net of loans from credit institutions and other financial liabilities; it amounts to a positive €107.7 million.
It was up €17.2 million compared to 2015 due to the increase in net cash flow of €28.4 million and offset by the increase of financial liabilities for €11.2 million.
In total, current assets amounted to €268.9 million extensively covering all third party debts of less than a year, amounting to €119.1 million.
To summarise, the «Debt / Equity» ratio stood at 20.4% against 22.0% at the end of 2015.
The «Debt / Turnover» ratio was 20.7% against 19.8% in 2015.
Activity of the Parent Company
The turnover of Gévelot S.A., the Parent Company, consisting of rents and services, amounted to €2,285 K against €2,493 K in 2015.
Rents, at €1,489 K, were down 3.7% (-€58 K) on the previous year. This fall was due to the index review of Gévelot Extrusion leases and the effect of the release by PCM SA in October 2015 of offices on the 3rd floor of Levallois-Perret which were only re-let to third parties from 1 October 2016.
Invoided services, at €796 K, fell due to a result in invoiceable holding costs.
Operating revenue stood at €2,723 K against €2,928 K, a decrease of €205 K.
Operating costs stood at €2,298 K against €2,461 K in 2015, a decrease of €163 K.
The Operating Income of the financial year amounts to a profit of €425 K against €467 K in 2015.
The positive financial result amounted to €6,968 K compared to €56,735 K in 2015. In 2016, it mainly consisted of an exceptional dividend of €4,500 K, received from Dold Germany and a dividend of €1,502 K received from PCM SA and exchange gains of €581 K (€189 K in 2015).
Current pre-tax income is positive at €7,393 K against €57,202 K in 2015.
The exceptional income, excluding the tax integration effect, is negative €198K against a negative €853K in 2015.
After corporate income tax of €563 K and the determination of €2,846 K in net tax savings related to the tax consolidation system, the net corporate profit of Gévelot SA – amounted to €9,070 K against €57,074 K in 2015.
Activity of the Parent Company's Subsidiaries
Key information on the subsidiaries of Gévelot SA presented below are extracted from the Company Accounts prepared according to local rules.
Financial data (in thousands of euros)
| Subsidiaries | Turnover | Operating income |
Financial income |
Extraor dinary income |
|---|---|---|---|---|
| Gévelot Extrusion SA | 63 676 | (649) | (203) | 567 |
| Dold K. (Germany) | 40 116 | 2 118 | (118) | (1) |
| PCM SA | 1 868 | (394) | 4 705 | 18 704 |
| Subsidiaries | Net income | Cash flow | Industrial investment |
Financial investment |
|---|---|---|---|---|
| Gévelot Extrusion SA | 298 | 4 592 | 4 123 | - |
| Dold K. (Germany) | 1 538 | 3 775 | 1 024 | - |
| PCM SA | 18 054 | 18 427 | - | 5 965 |
Headcount on 31 December 2016
| Subsidiaries | Total |
|---|---|
| Gévelot Extrusion | 400 |
| Dold K. (Germany and China) | 265 |
| PCM (France and abroad) | 581 |
Group's research and development activities
For the group as a whole, research and development expenditure in 2016 amounted to €4.1 million including development expenses of €1.6 million posted to the consolidated assets under the provisions of the IAS 38 standard.
Extrusion Sector
In 2016, out of a total of €1.8 million of expenses, a sum of €0.6 million was activated for research and development expenses.
Special efforts were taken with the development of new families of parts, especially a transmission shaft and various hubs.
These expenses generated a Research Tax Credit of €0.6 million.
Pumps Sector
In 2016, PCM Technologies SAS continued to develop products linked to the strategy of Business Units, integrating, as a priority, competitiveness projects, especially certain key serial products.
The main 3-year product development directions were maintained and accompanied by an upgrading of technical skills.
Partnership projects with customers started in a satisfactory way, especially in the petroleum activity.
In 2016, Research and Development expenses amounted to €1.2 million generating a research Tax Credit of €0.4 million.
Group outlook for 2017
The Group's outlook for 2017, in recovering sectoral environments, is expected to continue the improvement in consolidated income.
Parent-Company
Gévelot SA turnover will again consist of cross-group rental products and services.
In terms of financial products, after atypical years in 2015 and 2016, a dividend should be received from one of our subsidiaries for an amount of around €1.5 million.
Net income should remain positive, excluding exceptional operations.
Extrusion Sector
This sector should continue its effort to re -establish its profit margins and financial capabilities, by preparing, both in France and Germany, to supply new markets by 2018/2019, amidst a context of specific risks as described below.
Pumps Sector
This Sector, in a still fragile petroleum environment, should return to growth on the international market through the rationalisation of costs on the various markets on which it operates.
Overall Group outlook
The Group's consolidated net income, excluding exceptional items not identified to date, should remain positive.
Functioning of social organisations
The Board of Directors comprises seven members, including three women and four men.
The Board of Directors met four times in 2016.
Valid delegation
In the context of the adoption on 15 October 2015 of the first resolution of the Combined General Meeting of the same date, the Board was delegated to implement a share repurchase for cancellation (maximum authorised 10% redemption of shares comprising the share capital for a maximum total amount of €12 million) (Validity: 15 April 2017).
On 31 March 2017, a total 72,707 shares were purchased at an average price of €141.79 euros for a total amount of €10,316,755.51 euros (8,1 % of capital).
Similarly, the third Resolution adopted at the Combined General Meeting of 15 October 2015 delegated the Board to cancel any redeemed shares (Validity: 15 October 2017).
Directors and Corporate Officers
At this General Meeting, the renewal of Ms Roselyne MARTIGNONI and MM Mario MARTIGNONI and Jacques FAY's tenure as Directors will be proposed.
Pursuant to the provisions of Article L225-102-1 of the French Commercial Code, we report on the role played by each Corporate Officer of the Gévelot Company over the past year.
Functions
Mr Mario MARTIGNONI, Director,
covers the following functions within the Group:
- Chairman, CEO and Director of PCM SA
- Director of Gévelot Extrusion SA
- Director and Chairman of the Board of PCM Group Italia Srl (Italy)
- Director of PCM Kazakhstan LLP (Kazakhstan)
- Director of PCM Muscat LLC (Oman)
- Director of PCM Middle East FZE (UAE)
- Director of PCM Flow Technology Inc. (United States)
- Director of PCM Group Asia-Pacific (Singapore)
- Director of Amik Oilfield E. & R. Ltd (Canada)
- Director of PCM Trading Shanghai Co. Ltd (China)
- Director of PCM Suzhou Co. Ltd. (China)
- Director of Sydex Srl (Italy)
- Functions outside the Group:
- Chairman and CEO of Sopofam SA
Mr Philippe BARBELANE, Managing Director,
- covers the following functions within the Group:
- Director of Gévelot Extrusion SA
- Director of PCM SA
- Functions outside the Group: none
Ms Claudine BIENAIMÉ, Director,
covers the following functions within the Group:
- Director of Gévelot Extrusion SA
- Director of PCM SA
- Functions outside the Group:
- Member of the Supervisory Board of Publicis Groupe SA
-
Member of the Audit Committee of Publicis Groupe SA
-
Member of the Remuneration Committee of Publicis Groupe SA and also:
-
Chairman and CEO of Société Immobilière du Boisdormant SA
- Director and Managing Director of:
- Rosclodan SA
- Sopofam SA
- Manager of SCI Presbourg Etoile
Ms Roselyne MARTIGNONI, Director,
covers the following functions within the Group:
- Director of Gévelot Extrusion SA
- Director of PCM SA
- Functions outside the Group:
- Director of Sopofam SA
- Director of Rosclodan SA
Mr Charles BIENAIMÉ, Director,
covers the following functions within the Group:
- Director of Gévelot Extrusion SA
- Functions outside the Group :
- Managing Director of S.E.G.F.M (Société d'Etudes et de Gestion Financière Meeschaert)
- CEO of Meeschaert Family Office (France)
- Director of Meeschaert Family Office (Belgium)
- Board Member of la Financière Meeschaert
- and also:
- Chairman and CEO of Rosclodan SA
Mr Jacques FAY, Director,
- covers the following functions within the Group:
- Director of Gévelot Extrusion SA
- Director of PCM SA
- Functions outside the Group:
- Director of Profluid
Mr Pascal HUBERTY, Director,
does not hold any other function within the Group: Functions outside the Group:
- Business Development Manager Division Groupe Coveris
- Employed company manager
Ms Armelle CAUMONT-CAIMI, Director,
covers the following functions within the Group: - Director of PCM SA Functions outside the Group: none
Social and environmental consequences
Gévelot SA, in the appendix of its Management Report, published a consolidated document on Sustainable Development with information on Social and Environmental issues in accordance with the provisions of Articles R. 225-104 and R. 225-105 of the Commercial Code.
As none of the Group's companies exceed the thresholds of 500 employees and €100 M in turnover in 2016 (application thresholds defined by the so-called « Grenelle II » Act of 12 July 2010 and its implementing Decree of 24 April 2012), there is no obligation for the Gévelot Group to publish a CSR Report in financial year 2016 on the Social and Environmental Consequences of the activities of the Group and its social commitments in favour of sustainable development.
Risk Management
As part of the description of the main risks to which the Group is exposed, the following points can be retained.
General Risks
1. Market Risks
The Group is positioned in several distinct Markets, which limits its exposure to changes in one single sector.
The Extrusion Sector Market
The Extrusion Sector activity is rolled out in the automotive market where there are various « market » risks:
-
our principals' procurement strategy which may be affected by their overall strategy of alliances or cross-holdings and the specific difficulties of French Constructors leading them to reconsider their ownership structure, production capacity and reduce their costs,
-
a forecast increase of sales of new vehicles, the effect of the economic situation on a European market that is in structural overcapacity. It should be noted that our supplies are sometimes reexported by our customers to their assembly plants in emerging countries (particularly China),
-
a market that has been relocating for several years to so-called « Low Cost » countries with two consequences: a loss of volume when cars or subsets are actually manufactured abroad; strong pressure on sales prices (and hence margins). This pressure forces us to stay competitive and avoid these relocations and therefore market losses. This situation is found both in France (Gévelot Extrusion) and Germany (Dold).
The Pumps Sector Market
The specific activity of Oil Pumps is sensitive to changes in oil prices. The relative stability of oil prices over the past few months in a highly uncertain geopolitical context in some countries will risk slowing or deferring expected business developments.
Through the renegotiation of an O&G supply contract, following the unfavourable progress of the market, a payment of flat-rate indemnities was received in January 2017 in exchange of a strong reduction in initially scheduled volumes and prices.
Sales performance in the areas of other pumps (Food and Industrial Sector) are usually linked to economic activity in France and abroad.
2. Country Risks
The Group is exposed to Country risks for a proportion of its activity, mainly in the oil-related sector, due in particular to its presence in areas showing important geopolitical risks (Middle East, Africa, Latin America).
Financial Risks
Through its activities, the Group is exposed to various types of financial risk. These risks are related to the Group's industrial and commercial activities, its financing needs as well as its investment policy, in particular internationally. They are mainly related to the risk of exchange rate and interest rate fluctuations but also to sudden changes in commodity prices.
1. Financial risks associated with industrial and commercial activities
- Operational currency risks
The Gévelot Group is exposed in its industrial and commercial activities to financial risks from fluctuations in the exchange rates of some currencies due to the location of most of its production sites in the euro zone and of its sales areas worldwide and involving foreign currency invoicing, mainly in US Dollars.
The management of currency risk of the Pumps and Fluid Technology activity is based on a principle of the Group's production entities invoicing commercial entities in the local currency of the latter. This cross-company invoicing is subject to currency hedging of their settlement if the amounts are significant.
The same principle is applied to sales outside the Group, mainly in the Pumps sector for foreign currency invoicing of customers. Hedging instruments are set up as soon as a currency sales transactions arises.
The Group does not perform firm exchange hedging on future sales ; the operating margin is therefore subject in the future to variations depending on the evolution of exchange rates.
- Currency risks, Cash or Cash Equivalents
The evolution of North American currency rates was subject to special monitoring and investments (excluding risks) with frontline banks. In mid-February 2017, more than three-quarters of foreign currencies were arbitrated in Euros near to the close parity in USD and CAD.
- Price variation risks
The Group is sensitive to changes in the price of its raw materials, especially steel in the Extrusion sector. In order to cope with future changes that could impact the operating margin significantly, the Group is developing the multiplicity of sources and especially, when possible, in contracts containing price variation clauses with suppliers or customers.
- Credit risks
The Group pays special attention to the security of payments for goods and services delivered to its customers.
For the Extrusion sector, activity is concentrated on a limited number of customers which traditionally have excellent financial guarantees.
The Extrusion Division has refocused on European domestic markets (France and Germany) which have low exposure to the risk of default payments. Where possible, this Sector resorts to Credit Insurance.
The activity of the Pumps sector incurs relatively higher risk. European Customers of PCM Europe SAS show no significant individual risks and are generally subject to collection systems by specialized companies.
The major export customers positioned in areas of major geopolitical risks are subject to specific monitoring.
2. Cash flow risks linked to financing activities
The Group calls on the banking sector to finance operations when required by its industrial and commercial activities.
The Gévelot Extrusion Company has controlled its debt for several years. For future industrial investments, financing through Leasing will be preferred.
- Rate variation risks
When necessary (a significantly high loan) the Group sets up interest rate hedging tools for borrowing large amounts at long-term variable rates. For this, the Group's Cash Department analyses the portfolio and suggests the appropriate tools to Subsidiaries (interest rate swaps) to limit future risks within the limits of appropriate and controlled costs.
3. Financial risks related to investment transactions made abroad
- Country risks
The Group holds assets in countries where the political and economic stability is not assured; these assets, however, represent an insignificant percentage of the Group's assets.
- Currency risks
The Group holds investments abroad and outside the euro area, whose net assets are exposed to the risk of currency rate adjustment. These net assets located in the USA, China and the Middle East, today are not specifically hedged.
Trade Payables
(Article 24-11 of the Economic Modernisation Act (LME) of 4 August 2008 and Decree 2008-1492 of 30 December 2008)
The Trade payables and related accounts (operating and fixed assets) of Gévelot SA amounting to €105 K at the end of 2016 (€142 K in late 2015) can be broken down as follows:
| Year | Due | <31 days |
31 to 60 days |
>60 days |
Total |
|---|---|---|---|---|---|
| 2016 | €25 K | €39 K | €38 K | €3 K | €105 K |
| 2015 | €53 K | €79 K | €2 K | €8 K | €142 K |
Allocation of income
The following allocation of income will be proposed:
| . Profit for the financial year: €9 070 458.66 . Previous retained earnings: €9 734 608.28 - Total to distribute: €18 805 066.94 |
|
|---|---|
| Allocation | |
| . Dividend: €1 476 900.00 | |
| - €1 476 900.00 | |
| . Retained earnings balance after allocation: €17 328 166.94 |
If the aforementioned distribution is approved, the dividend of €1.80 per share, eligible for the 40% rebate provided for private beneficiaries mentioned in Article 158.3.2° of the General Tax Code will be distributed from 22 June 2017. It will be served on the basis of 820,500 shares comprising the share capital.
Pursuant to Article 243 bis of the French Tax Code, it is recalled that the following dividends were distributed over the last three years. These dividends are fully eligible for the 40% rebate mentioned in Article 158.3.2° of the General Tax Code.
| Financial | Net | Tax credit | Number of shares | |
|---|---|---|---|---|
| Year | served | overall | ||
| 2013 | 1.80 | pm | 899,456 | 909,666 |
| 2014 | 1.80 | pm | 893,207 | 909,666 |
| 2015 | 1.80 | pm | 820,500 | 893,207 |
Financial Markets
During the year 2016, the share price on NYSE Alternext Paris was as follows:
| Euros | |
|---|---|
| Price at the end of 2015 | 132.00 |
| Lowest price | 110.00 |
| Highest price | 145.00 |
| Price at the end of 2016 | 145.00 |
| Number of shares traded in 2016(1) | 29,105 |
| Number of shares traded in 2015(2) | 110,368 |
(1) including repurchase of 10 Shares for cancellation (2) including repurchase of 77,697 Shares for cancellation
On 31 March 2017, the share price was €161.00 with a trading volume of 14,121 shares observed since the beginning of the year.
Shareholding
On 31 December 2016, the Gévelot Company was controlled at more than two thirds of capital primarily by:
- the SOPOFAM Company, more than a third,
- the ROSCLODAN Company, more than a twentieth,
- the CAPRIONA Company, more than a twentieth of share capital.
Since November 2015, share capital consists of 893,207 shares with a par value of €35, i.e. €31,262,245.
Information on treasury shares at the end of 2016
| Number of treasury shares at beginning of the financial year | 72,697 |
|---|---|
| Number of shares purchased in 2016 | 10 |
| Number of shares sold in 2016 | 0 |
| Number of shares cancelled in 2016 | 0 |
| Number of treasury shares at year-end 2016 | 72,707 |
| Trading fees 2016 | - |
| Average purchase price in 2016 | €125.01 |
| Par value of the share | €35.00 |
The Extraordinary General Meeting of 15 October 2015 (1st Resolution) had delegated the Board of Directors to implement a share repurchase programme for cancellation (up to 10% of the share capital for a maximum amount of €12 million).
On 31 March 2017, detention is 8.1%.
None of the Companies controlled by Gévelot hold shares in this Company.
The Capital of the Company is not subject to any detention by the Group's Staff, whatever the context and origin.
Modification plans for the Share Capital and Voting Rights
Share buyback project in view of cancellation
To renew the share buyback programme in view to their cancellation, two Resolutions, one ordinary and one extraordinary, will be proposed at the next Combined General Meeting:
Renewal of the share buyback programme in view of cancellation An ordinary Resolution shall be proposed to authorise the Board of Directors, for a new maximum period of 18 months, to have the Company buy a number of shares representing a maximum 10% of its Capital decided on the date of this Meeting, which corresponds to 82,050 shares, for a maximum €13.0 M.
Capital reduction through the cancellation of shares to be purchased An extraordinary Resolution will be proposed to authorise the Board of Directors to cancel the Shares bought by the Company to renew the Share Buyback Programme, within the limit of 10% of the Capital per period of 24 months, in one or several purchases.
This autorisation is conditioned by the approval of the new Share buyback programme.
The Board of Directors shall inform Shareholders at the Annual General Meeting of all operations conducted in the event of the approval of these Resolutions.
Abolition of the double voting right
Finally, an extraordinary Resolution shall be proposed as part of a modification of the Articles of Association relating to the cancellation of the double voting right of nominative shares held more than four years.
MiddleNext
In terms of governance, Gévelot SA follows the recommendations of the Corporate Governance Code "Middlenext" since April 2014 (Code revised in September 2016).
Non-deductible expenses
(Act of 12 July 1965 Article 27)
For Gévelot S.A., reinstatements of overheads in taxable income in FY 2016 amounted to €44,133 against €15,998 in 2015.
Events after the Reporting Period
Holding
The rental offer will continue on our tertiary property in Levallois-Perret for the office space soon to be released.
The Board of Directors, on 13 April 2017, decided to reduce the share capital through the cancellation of treasury shares (8.1%). Thereby, the resulting share capital of Gevelot stands at €28,717,500, comprising 820,500 shares, each with a par value of €35.
Extrusion Sector
For France, the first results in 2017 confirm a return to operating break-even.
In Germany, most renewal contracts aimed at the main customer were obtained and thanks to the contribution of new contracts with other customers, the activity should regain its previous level as from 2019.
Pumps Sector
International sectoral challenges in the field of Oil & Gas continue to affect the activity and profitability of this Sector. The continuation of adaptation measures and expected business developments in other markets should help to mitigate the effect.
International development will nevertheless continue on the basis of strategic opportunities.
This Report will be filed with the clerk's office at the Commercial Court in accordance with the Law.
The Board of Directors
Consolidated Financial Statements at 31 December 2016
Consolidated balance sheet at 31 December 2016
| I.F.R.S. accounting basis | Net amount | Net amount | |
|---|---|---|---|
| ASSETS | at | at | |
| (in thousands of euros) | 31.12.2016 | 31.12.2015 | |
| Goodwill | Note 4 | 1 827 | 1 082 |
| Intangible assets | Note 4 | 4 510 | 4 353 |
| Tangible capital assets | Note 4 | 72 927 | 79 209 |
| Long-term financial assets | Note 5 | 1 492 | 1 534 |
| Deferred tax assets | Note 14 | 2 004 | - |
| Interests in associated companies | 118 | - | |
| TOTAL NON-CURRENT ASSETS (I) | 82 878 | 86 178 | |
| Inventories | Note 6 | 40 145 | 46 171 |
| Trade accounts receivables | Note 7 | 74 317 | 48 406 |
| Other receivables | Note 8 | 6 001 | 8 819 |
| Matured tax claim | Note 14 | 46 | 3 751 |
| Current financial assets | Note 5 | 41 387 | 26 778 |
| Cash and cash equivalents | Note 9 | 106 992 | 104 604 |
| Activities held for sale or in the process of sale | - | - | |
| TOTAL CURRENT ASSETS (II) | 268 888 | 238 529 | |
| GRAND TOTAL (I + II) | 351 766 | 324 707 |
| I.F.R.S. accounting basis | Net amount | Net amount |
|---|---|---|
| LIABILITIES | at | at |
| (in thousands of euros) | 31.12.2016 | 31.12.2015 |
| Equity attributable to consolidating company | 197 433 | 185 368 |
| Equity attributable to interests not conferring control | 1 871 | 643 |
| TOTAL EQUITY (I) | 199 304 | 186 011 |
| Long-term provisions Note 11 |
10 028 | 8 669 |
| Long-term financial liabilities Note 13 |
21 946 | 16 473 |
| Deferred tax liability Note 14 |
- | 3 176 |
| TOTAL LONG-TERM LIABILITIES (II) | 31 974 | 28 318 |
| Trade accounts payable | 21 437 | 23 485 |
| Accounts payable to asset suppliers | 1 108 | 1 136 |
| Current provisions Note 11 |
1 407 | 787 |
| Other accounts payable Note 10 |
76 824 | 60 510 |
| Matured tax liability Note 14 |
976 | 19 |
| Current financial liabilities Note 13 |
18 736 | 24 441 |
| Liabilities linked to activities held for sale or in the process of sale | - | - |
| TOTAL CURRENT LIABILITIES (III) | 120 488 | 110 378 |
| TOTAL LIABILITIES (II+III) | 152 462 | 138 696 |
| GRAND TOTAL (I + II + III) | 351 766 | 324 707 |
Notes 1 to 26 form an integral part of the consolidated financial statements.
Consolidated income statement at 31 December 2016
| I.F.R.S. accounting basis | Period | Period | |
|---|---|---|---|
| INCOME STATEMENT (in thousands of euros) |
2016 | 2015 | |
| Turnover | Note 18 | 196 333 | 206 870 |
| Other income from operating activities | Note 15 | 7 224 | 8 609 |
| Income from operating activities | Note 15 | 203 557 | 215 479 |
| Current operating expenses | Note 16 | (190 622) | (207 655) |
| CURRENT OPERATING INCOME | Note 18 | 12 935 | 7 824 |
| Other operating income | Note 18 | 9 508 | 188 |
| Other operating expenses | Note 18 | (8 239) | (4 763) |
| OPERATING INCOME | Note 18 | 14 204 | 3 249 |
| Income from cash and cash equivalents | 556 | 894 | |
| Cost of financial debt | (615) | (398) | |
| Cost of net financial debt | (59) | 496 | |
| Other financial income | 3 571 | 2 394 | |
| Other financial expenses | (2 716) | (5 912) | |
| FINANCIAL INCOME | Note 17 | 796 | (3 022) |
| PRE-TAX INCOME OF CONSOLIDATED COMPANIES | Note 18 | 15 000 | 227 |
| Income tax expense | Note 14 | (483) | (3 817) |
| NET INCOME (LOSS) OF CONSOLIDATED COMPANIES | 14 517 | (3 590) | |
| Share of income from equity-method companies | 49 | - | |
| NET INCOME (LOSS) FROM CONTINUED OPERATIONS | Note 18 | 14 566 | (3 590) |
| Net income of activities held for sale or in the process of sale | - | - | |
| NET CONSOLIDATED INCOME (LOSS) | 14 566 | (3 590) | |
| PROPORTION OF INTERESTS NOT CONFERRING CONTROL | (55) | (1 160) | |
| SHARE GOING TO CONSOLIDATING ENTITY | 14 621 | (2 430) | |
| EARNINGS PER SHARE FROM CONTINUED OPERATIONS | 17,82 € | (2,73 €) | |
| EARNINGS PER SHARE FROM OPERATIONS HELD FOR SALE | - | - |
Earnings per share is calculated by dividing the net income distributable to shareholders, by the weighted average number of ordinary shares in circulation during the period, excluding the ordinary shares bought by the Group or held as trerasury shares. There are no potential dilutive shares.
820,501 is the number of shares on which earnings per share is calculated for period 2016 and 889,051 for period 2015 (see Note 3 - Share capital)
Notes 1 to 26 form an integral part of the consolidated financial statements.
Comprehensive income and net worth
Comprehensive income 2016
| Period | Period | ||||
|---|---|---|---|---|---|
| (in thousands of euros) | 2016 | 2015 | |||
| CONSOLIDATED NET INCOME | 14 566 | (3 590) | |||
| A) Other comprehensive income from continued operations: | Gross amount | Tax income/(expenses) |
|||
| A.1) Recyclable items | |||||
| . Translation adjustments | (670) | - | (670) 1 544 |
||
| A.2) Non recyclable items | |||||
| . Actuarial gains / (losses) | (997) | 303 | (694) | 539 | |
| . Revaluation of land and buildings | 474 | (129) | 345 | - | |
| B) Other comprehensive income from activities held for sale or in the process of sale: | |||||
| . Non recyclable items of activities held for sale or in the process of sale | - | - | - | - | |
| Other comprehensive income (loss) net of tax | (1 019) | 2 083 | |||
| COMPREHENSIVE INCOME | 13 547 | (1 507) |
Statement of changes in net worth and minority interests
| (in thousands of euros) | Capital (see Note 3) |
Treasury shares (see Note 3) |
Revaluation adjustments |
Translation adjustments |
Consolidated reserves |
Equity Group share |
Share of interests not conferring control |
Total equity |
|---|---|---|---|---|---|---|---|---|
| POSITION AT 31.12.2014 | 31 838 | (907) | 300 | 2 192 | 164 824 | 198 247 | 1 889 | 200 136 |
| Treasury share transactions | (576) | (9 401) | - | - | (956) | (10 933) | - | (10 933) |
| Distributions (€1.80 per share of €35) | - | - | - | - | (1 685) | (1 685) | - | (1 685) |
| Comprehensive income 2015 | - | - | - | 1 630 | (1 891) | (261) | (1 246) | (1 507) |
| POSITION AT 31.12.2015 | 31 262 | (10 308) | 300 | 3 822 | 160 292 | 185 368 | 643 | 186 011 |
| Treasury share transactions | - | (1) | - | - | - | (1) | - | (1) |
| Distributions (€1.80 per share of €35) | - | - | - | - | (1 480) | (1 480) | - | (1 480) |
| Change in consolidation scope | - | - | - | - | - | - | 1 227 | 1 227 |
| Comprehensive income 2016 | - | - | 345 | (671) | 13 872 | 13 546 | 1 | 13 547 |
| POSITION AT 31.12.2016 | 31 262 | (10 309) | 645 | 3 151 | 172 684 | 197 433 | 1 871 | 199 304 |
Consolidated cash flow statement 2016
CONSOLIDATED CASH FLOW
| (in thousands of euros) | 31.12.2016 | 31.12.2015 |
|---|---|---|
| OPERATING ACTIVITIES | ||
| Net earnings from consolidated companies | 14 517 | (3 590) |
| Elimination of expenses and income not affecting cash flow or related to activities: | ||
| - Amortization and provisions | 18 507 | 12 457 |
| - Discounting of financial assets and liabilities | (480) | 48 |
| - Change in deferred tax Note 14 |
(5 012) | 1 684 |
| - Capital gains (losses) on disposals, net of tax | 619 | 427 |
| Cash flow from operations of consolidated companies (1) | 28 151 | 11 026 |
| Dividends received from equity-method companies | - | - |
| Dividends received from activities held for sale or in the process of sale | - | - |
| - Change in inventories | 7 069 | 296 |
| - Change in trade accounts receivables | (24 565) | (3 162) |
| - Change in other operating receivables | 6 614 | (4 860) |
| - Change in trade accounts payables | (3 058) | (3 647) |
| - Change in other operating payables | 17 425 | 11 138 |
| Change in working capital requirement | 3 485 | (235) |
| NET CASH FLOW FROM ACTIVITIES UNDERTAKEN | 31 636 | 10 791 |
| INVESTING ACTIVITIES | ||
| - Acquisitions of intangible and tangible capital assets Note 4 |
(10 932) | (12 679) |
| - Increases in financial assets | (14 677) | (20 137) |
| Total | (25 609) | (32 816) |
| - Disposals of intangible and tangible capital assets net of tax | 329 | 307 |
| - Decreases in financial assets | 119 | 145 |
| Total | 448 | 452 |
| Changes in working capital requirement and sundry | (27) | (386) |
| Effect of changes in reporting entities | (853) | 1 200 |
| NET CASH FLOW ON INVESTMENTS OF ACTIVITIES UNDERTAKEN | (26 041) | (31 550) |
| FINANCING ACTIVITIES | ||
| - Dividends allocated to parent company shareholders | (1 480) | (1 685) |
| - Repurchase of treasury shares | (1) | (10 933) |
| Total | (1 481) | (12 618) |
| - Initiation of borrowings and financial debts Note 13 |
19 069 | 4 296 |
| - Repayment of borrowings and financial debts Note 13 |
(8 471) | (5 641) |
| Changes in borrowings and financial debts | 10 598 | (1 345) |
| Sundry | - | - |
| NET CASH FLOW ON FINANCING OPERATIONS OF ACTIVITIES UNDERTAKEN | 9 117 | (13 963) |
| Reclassification impact of activities held for sale or in the process of sale | - | - |
| NET CASH FLOW | 14 712 | (34 722) |
| Cash position at opening | 85 789 | 120 533 |
| Cash position at closing Note 9 |
99 570 | 85 789 |
| Foreign exchange profits / (losses) from cash flow | 931 | 22 |
| 14 712 | (34 722) |
(1) Taxes disbursed (net of refunds) during the financial year are mentioned under Note 14.
Notes to the Consolidated Financial Statements at 31 December 2016
Note 1 : Accounting rules and methods – selected financial data
As of 13 April 2017, the Board of Directors closed the accounts of Gévelot SA and approved the disclosure of its consolidated financial statements at 31 December 2016.
Notes 1 to 26 form an integral part of the consolidated financial statements. Unless otherwise specified, all amounts are stated in thousands of euros.
A. ACCOUNTING RULES AND METHODS
The Gévelot Group's consolidated financial statements were prepared in accordance with international principles and standards governing the measurement and presentation of financial information, namely IFRS1 (International Financial Reporting Standards), as adopted by the European Union.
The consolidated financial statements are stated in thousands of euros, the euro being the Group's operating and reporting currency.
The accounting methods set out below were consistently applied to all periods presented in the consolidated financial statements.
New mandatory application texts
The standards and interpretations published by IASB and adopted by the European Union and becoming effective on 1 January 2016 have no significant impact on the Gévelot Group.
New texts applied in advance
The Group applied no amendment and no standard or interpretation in advance.
New texts not yet adopted by the European Union
The potential impact of main texts published by the IASB or IFRIC but having not yet been the subject of an adoption by the European Union to the closing date, is being analyzed. However, the Group does not expect that other potentially applicable texts to accounting years beginning on 1 January 2017 have a significant impact on the Group's accounts.
No application in advance is envisaged at this stage.
Presentation of the consolidated financial statements
The balance sheet is presented in current then non-current format. Are considered as current all assets and liabilities directly relating to the operating cycle, the duration of which cannot exceed twelve months. Financial assets and liabilities are by definition classified as non-current items except for their short-term portions, which are classified as current.
The consolidated statement of income is presented as expenses and income.
1.1. Accounting principles specific to consolidation
1.1.1 Scope of consolidation
The consolidated financial statements fully consolidate the accounts of Gévelot SA and the subsidiaries over which it has sole indirect or direct control. The date on which it took or relinquished control determines that on which the company is included or excluded from the scope of full consolidation.
Companies not exclusively controlled by Gévelot SA are recognised by the equity method if it has significant influence in them.
1.1.2 Conversion of accounts stated in foreign currencies
The financial statements of foreign subsidiaries are converted into euros in the following manner:
-
balance sheet items are converted at the exchange rate applying on the date of closing,
-
income statement items are converted at the average rate,
- cash flows are converted at the average rate.
The translation adjustments included in consolidated equity thus result from:
-
the difference in opening equity between the prior period's closing rates and those of the current period,
-
the difference between the average exchange rate and the closing rate, for the period's income or loss and for other changes in equity.
1.1.3 Transactions in foreign currencies
Transactions in foreign currencies are converted into euros using the rate of exchange applying on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are converted at the rate applying at closing, and the resulting differences are recognised in the income statement as exchange gains or losses. Non-monetary assets and liabilities denominated in foreign currencies are recognised at the historical rate applying on the date of the transaction.
NB : the applicable rates are stated in Note 2.
1.2 Accounting principles specific to the balance sheet
1.2.1 Business combinations
Business combinations are recognised using the acquisition method in accordance with IFRS 3.
On the date of acquisition, goodwill is measured as being the aggregate of the cost of the business combination and the acquirer's proportionate interest in the net worth of the acquiree's identifiable assets, liabilities and any acquired liabilities.
Goodwill is not amortised. It is subjected to an impairment test annually or more frequently if events or changes in circumstances indicate that their value has decreased.
Any recognised depreciation is irreversible.
The impairment tests used by the Group are described under heading «Impairment of fixed assets» in Note 1.2.4.
1.2.2 Intangible capital assets
Intangible capital assets acquired separately are recognised in the balance sheet at their historical cost and amortised over their useful life using the straight-line method.
Intangible assets acquired as part of business combinations are recognised in the balance sheet at their fair value on the date of acquisition.
1 IFRS as adopted by the European Union is available on the website of the European Commission
(http://ec.europa.eu//internal_market/accounting/ias/index_fr.htm)
Research expenses are expensed in the period in which they are incurred, as are non-capitalised development costs that do not meet IAS 38 capitalisation criteria.
In the Extrusion sector, studies are initiated with a view to producing parts for a special customer order. When they are contractually the subject of customer financing, the nonfinanced amount of these costs is recognised as an intangible capital asset.
So, development costs must be capitalised (IAS 38) if the company can demonstrate that:
- the project is clearly identified and the costs of the asset thus capitalised are clearly separable and can be reliably measured, and that intends and has the technical and financial capacity to see the project through to completion,
- it is probable that the future economic benefits that are attributable to asset will flow to the enterprise.
Intangible capital assets are amortised using the straight-line method over the estimated useful life for each category of assets.
Useful life
Development costs: the life of the underlying projects, generally between 3 and 15 years.
Software: estimated useful life of between 2 and 15 years.
Other (patents, etc.): the estimated useful life, limited to 20 years.
The impairment testing methods adopted by the Group are described under heading « Impairment of fixed assets » in Note 1.2.4.
1.2.3 Tangible capital assets
Tangible capital assets, primarily comprising property, plant and equipment are carried at cost less accumulated depreciation and impairment, in accordance with IAS 16.
The Gévelot Group has opted for the periodic revaluation method for its Administrative or Commercial properties by reference to observable prices in an active market, buildings being amortised over their useful life and their net value being periodically revalued on arm's length terms by qualified experts. They are revalued every three years unless changes in their fair value require them to be revalued more often.
For its other tangible capital assets, in particular its industrial properties, the Group has decided to no longer use the periodic revaluation method, given the difficulty of estimating them without factoring in the activity. Their gross value is their acquisition cost (or the latest revaluation as of 31 December 2007) less accumulated depreciation, and is no longer revalued as of 1st January 2008.
In the Extrusion sector, special tools are purchased or made with a view to producing parts for special customer orders. When they are contractually the subject of customer financing, the non-financed amount of these costs is recognised as a tangible capital asset.
Cost price of fixed assets
The gross tax amount of acquisition costs directly attributable to fixed assets is incorporated into their acquisition cost.
According to the standard treatment described in IAS23 prior to effective application of its revision, borrowing costs are charged to expenses in the period they are incurred.
Finance leasing
Group property acquired through finance leasing is treated in the consolidated balance sheet and income statement as if it was acquired by borrowing if the contract transfers virtually all of the risks and benefits inherent in ownership thereof to the Group. As a result, tangible capital asset items are measured at the amount originally financed by the lessor and recorded as "loans" in liabilities.
Leasing repayments are eliminated and replaced with :
- an amortisation expense corresponding to the assets concerned,
- a financial expense on the loan.
Properties under direct financing leases are amortised using the straight-line method over their estimated useful life in the same way as other similar assets, or over the duration of the contract of the latter if shorter and if the Company is not certain to become owner thereof on maturity.
Amortisation
Amortisation is calculated using the straight-line method for asset components having distinct useful lives which are generally as follows:
- Land: not amortised,
- Buildings (structural work, conversion work, facade rendering and cleaning, weatherproofing): 10 to 40 years,
- Plant and equipment: 3 to 40 years, barring exceptions,
- Computer hardware: 3 to 5 years.
The residual values and useful lives of assets recognised at their historical costs are reviewed on each closing. Losses or gains on asset disposals are measured by comparing the revenue from the disposal with the carrying amount of the sold asset. They are recognised in the income statement under "Other operating income and expenses".
1.2.4 Impairment of fixed assets
Assets with an indefinite useful life and goodwill are not amortised and are subject to a depreciation test at least once every year and whenever there is an indication of a loss of value. Other redeemable assets are tested for depreciation when due to particular events or circumstances, the recoverable value might be less than the book value.
A non-exhaustive list of external or internal indicators used in this estimate is provided below:
-
External indices:
-
greater than usual decline in market value,
- major changes in the technical, economic and legal environment having a negative impact on the company,
- an increase in interest rates,
- Internal indices:
- obsolescence or physical degradation not provided for under depreciation,
- below-forecast economic performances,
- material changes in the manner in which this asset is used.
The depreciation included in the accounts corresponds to the surplus between the book value and the recoverable value. The depreciation test is performed where required at the level of individual assets or at the level of CGUs (Cash-Generating Units) when assets cannot be valued individually. For the purposes of depreciation tests, goodwill that cannot be tested individually are grouped together within the group of CGUs that is expected to benefit from the synergies of business combinations.
The recoverable value of an asset (a CGU or a group of CGUs) is the higher of its costs to sell (or net selling price) and its value in use.
The net selling price is the amount obtainable from the sale of an asset in a bargained transaction between knowledgeable, willing parties, less derecognition costs.
Value in use is the discounted present value of estimated future cash flows expected to arise from the continuing use of an asset on the basis of plans or budgets established over a maximum period of 3 years. Beyond which flows are extrapolated indefinitely by applying a constant or diminishing growth rate.
The Group has defined its cash generating units as follows:
- Extrusion: each Company and production unit is deemed an independent CGU. Support assets common to a Company have been distributed proportionally to the company's production units.
- Pumps: each Company is deemed an independent CGU,
- A specific discount rate has been determined for each business segment (see Note 4).
These discount rates equal the rate of return on risk-free investments adjusted by a «share» market risk premium and risks specific to the business segment.
1.2.5 Financial assets
Financial assets consist mainly of loans and receivables, as well as investments maturing in more than three months and that are not recognised as cash.
They mainly comprise security deposits and loans granted under Construction Aids.
They are measured at amortised cost using the effective interest method. Long-term loans and receivables not bearing interest or bearing interest at rates below market value are discounted if the amounts are significant.
Any depreciation is recognised in the income statement.
Financial assets are initially recognised at the cost of their fair value of the price paid plus acquisition costs.
Trade and other accounts receivable
Receivables are initially recognised at their fair value (generally equal to the amount invoiced) then measured at their write-down cost using the effective interest rate method, after deduction of impairment provisions.
Trade accounts receivable remain as assets in the balance sheet until all the related risks and rewards revert to a third party.
Impairment provisions are funded if specific risks of non-payment arise on receivables held by Group companies.
Furthermore, all or part of outstanding aged receivables may be impaired.
Impairment or reversals thereof are recognised as current operating income and expense items.
1.2.6 Inventories and work in progress
Under IAS 2 «inventories», the cost of inventories must include all purchase costs, conversion costs and other costs incurred in bringing the inventories to their present location and condition; commercial rebates, discounts and other similar items are deducted to measure the cost of acquisition.
Inventories are measured using the average weighted price or cost method.
Inventories are required to be stated at the lower of cost and net realisable value (NRV).
The net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and the estimated costs necessary to make the sale.
Inventories do not include the borrowing cost.
Raw materials, goods and other supplies are measured using one of the following methods, depending on the site: last known purchase price, weighted average unit price.
Manufactured products (in-process and finished products) are valued at their production cost including:
- the cost of consumables,
- direct production costs,
- indirect production costs if they can reasonably be linked to the production of the goods.
If the net realisable value falls below the carrying amount, a provision for the difference is funded.
In the Extrusion sector, studies are conducted and special tools are made or purchased with a view to producing parts for special customer orders. If they are contractually financed by the customer, the financed amount of the costs incurred for studies and tools is recorded as in-progress inventory.
1.2.7 Cash and cash equivalents
Cash and cash equivalents include cash and short-term investments (under three months) without realisable impairment risk.
The investment options used are those offered by the leading financial institutions and comprise either certificates of deposit or investment fund monetary securities without any special identified risks.
1.2.8 Equity
The Group strives to maintain an adequate level of return on its capital while continuing to make safe management decisions. The consolidating company has not resorted to delegation with regard to equity instruments. The Group is not subject to any particular external restrictions with regard to the capital of its entities.
All treasury shares held by the Group are recognised at acquisition cost and subtracted from equity. Income from any sale of treasury shares is subtracted immediately from the increase in equity, so that any capital gains or losses will not affect net income on the year.
1.2.9 Provisions
Defined and similar benefit plans
There are various retirement benefit plans for certain employees in the Group based on national legislations and practices.
Retirement benefit plans, the related severance benefits and other fringe benefits are analysed as defined benefit plans (plans whereby the Group undertakes to guarantee a particular amount or level of defined benefit). They are recognised in the balance sheet on the basis of actuarial estimates of the benefits on the date of closing using the Projected Unit Credit Method, less the fair value of the Plan's related assets. Contributions paid into the Plans, which are analysed as Defined Benefit Plans, that is, when the Group's only obligation is to pay the contributions, are charged to the period's expenses.
In France, the Group has taken out benefit plans for its employees. The provision stated in the consolidated financial statements is measured in accordance with IAS 19 and includes the related welfare expenses.
In pursuance of local rules, german subsidiary Dold meets its social commitments for its employees through contracts entered into with insurance firms.
The Group books a provision equal to liabilities, net of the fair value of financial assets of the regime.
The actuarial gains or losses are the effects of differences between the previous actuarial assumptions and what has actually occurred or changes in the assumptions used to calculate the benefits and the assets covering them:
- staff turnover,
- pay rises,
- discount rate,
- mortality rate,
- rate of return on assets.
Other social benefits
A provision is funded for bonuses awarded on the occasion of national work medal awards or under company agreements. It is measured according to the probability of employees reaching the qualifying seniority for each grade and is discounted to present value.
Other provisions
A provision is recognised when the Group has a current obligation (legal or constructive) as a result of past events and a reliable estimate of the expected cost can be made, and extinguishment of which should consist in an outlay of resources representing economic benefits for the Group without at least an equivalent amount in return. Provisions correspond to risks and specifically identified expenses.
Other long-term provisions are discounted to present value if their effect is significant.
Any liabilities correspond to potential obligations resulting from past events the existence of which will only be confirmed by the occurrence of future uncertain events beyond the entity's control or current obligations for which an outlay of resources is unlikely. These liabilities are not recognised in the balance sheet, except for those corresponding to business combinations. They are disclosed in information on off-balance sheet liabilities.
1.2.10 Financial liabilities
Loans are recognised at amortised cost, except within the framework of hedge accounting (hereafter Derivate Instruments and Hedge Accounting).
Share premiums and costs and call premiums are stated as deductions to loans and are taken into account in determining the effective interest rate.
Derivate instruments and hedge accounting
All derivates (swaps) are recognised in the balance sheet at their fair value and any change in fair value is recognised as income or losses.
The Group avails itself of the option permitted under IAS 39 to use hedge accounting:
- to hedge fair value (fixed-rate loan swapped at a variable rate for instance), the debt is recognised at its fair value up to the level of the hedged risk and any change in fair value is recognised in the income statement. Any change in the fair value of the derivative is also recognised in the income statement. If the hedge is totally effective, the two effects neutralize one another perfectly.
- to hedge cash flows (variable-rate loan swapped at fixed rate for instance), the change in the effective portion of the fair value of the derivate is recognised as equity and is symmetrically reversed in the income statement when the hedged cash flows are recognised, and the ineffective portion is recognised in the income statement.
The fair value of financial instruments is measured according to quoted market prices in an active market if one exists or a market price. Failing which, it is calculated by an independent expert. The fair value of derivates is obtained from the bank counterparties.
The fair value of current financial assets and liabilities is comparable to their fair value in the balance sheet given their short-term maturity.
1.2.11 Deferred tax
In accordance with IAS 12 «Income taxes », deferred taxes are recognised for all taxable temporary differences between the carrying amounts of the assets and liabilities and their taxable values by applying the current rates of tax and tax rules in force on that date or those that will apply when the temporary difference is absorbed.
Future tax relief resulting from the carryover of tax deficits is only recognised when realisation thereof is probable.
Deferred tax assets and liabilities, whatever their maturity, were offset if they concern the same taxable entity and if the latter intends either to settle the net amount or realise the asset and settle the liability simultaneously.
In accordance with IAS 12, deferred tax assets and liabilities are not discounted to present value.
1.3 Accounting principles specific to the income statement
1.3.1 Income from Ordinary Activities
In accordance with IAS 18 « Income from Ordinary Activities », sales of goods less any discounts granted are recognised as turnover on the date the seller has transferred the significant risks and rewards of ownership to the buyer. Generally this takes place on delivery of the goods.
In the Extrusion sector, studies are conducted and special tools are made or purchased with a view to producing parts for special customer orders. If they are contractually financed by the customer, this financing falls within the scope of "Income from Ordinary Activities" as defined by IAS 18. The income is recognised under sales revenue at the end of each technical stage approved by the customer.
1.3.2. Current Operating Result and Operating Result
Standard IAS 1 requires a minimum number of items to be included in the income statement:
- Operating Result,
- Finance costs,
- Share of the profit or loss of associates and joint ventures accounted for using the equity method,
- Profit or loss of discontinued operations, gain or loss recognised on the disposals of the assets,
- Tax expense,
- Profit or loss (broken down into Group share and minority interests share).
Therefore « Operating Result » can be defined as the difference between all income and expenses not resulting from financial activities, equity-method companies, discontinued activities or disposals and tax.
Operating income includes the Contribution Economique Territoriale (CET). CET has two components: the Contribution Foncière des Entreprises (CFE) and the Cotisation sur la Valeur Ajoutée des Entreprises (CVAE). CFE is based on the rental value of goods subject to property tax. CVAE is equal to 1.5% of added value. CET is capped at 3% of added value. If the added value of the Group's French activities is far higher than the taxable income on these same activities, the Group considers CET as an operating expense rather than an income tax, hence its recognition under operating income.
Competitiveness and Employment Tax Credits and Research Tax Credits
The amounts acquired through the Competitiveness and Employment Tax Credits of the French companies of the Group reduce the amount of personnel expenditure.
Research Tax Credits of the French companies of the Group are recorded as operating income in the item « Operating subsidies ».
The Gévelot Group has opted to present a Current Operating Result, which is defined as the difference between Operating Result as defined above and "Other operating income and expenses" » which include unusual and infrequent events. The latter are very limited in scope but cannot be presented as exceptional or extraordinary items. They primarily include the profit or loss from asset disposals, losses in value on non-current assets, restructuring costs and the cost of litigation settlements.
The Current Operating Result is a notional balance provided for a better understanding of the company's performance.
1.3.3 Financial costs
1.3.3.1 Cost of net financial debt
The net cost of financial debt comprises all the results produced by items making up net financial debt during the period (bank borrowings and investments, gains or losses from transactions in short-term investments).
1.3.3.2 Other financial income and expenses
These mainly include the results of currency hedging transactions.
1.4 Segment reporting
In accordance with IFRS 8, the segment reporting is presented by business segments defined by internal organizational systems and the Group's management structure.
The Gévelot Group's business segments are defined as follows:
- Cold Extrusion & Machining,
- Pumps / Fluid Technologies.
Gévelot S.A. items that cannot be assigned directly to an operating sector such as defined above are included under "other activities".
B. SIGNIFICANT EVENTS
The renegotiation of a supply contract in the Oil & Gas field generated €9.5 M recorded as an operational result and €9.5 M entered as deferred revenue which shall be carried over to the result over the remaining term of the contract. The rider to this contract includes an embedded derivative which, in application of the IAS 39 standard, should be entered separately and assessed at its fair value on 31 December 2016.
Considering the conditions of this rider and the sales forecast, this derivative has been valued at zero at this close. The fair value of the derivative shall be re-examined at each close taking into account the evolution of the price of the barrel of oil and updated sales forecasts.
In application of cautious criteria, the Group was led to observe a depreciation of €8.1 M on the industrial assets of the Extrusion Sector (see Note 4.3).
C. SIGNIFICANT ESTIMATES AND JUDGMENTS
The preparation of consolidated accounts in compliance with IFRS standards requires taking into account assumptions and estimates that affect the amounts of assets and liabilities shown in the balance sheet, the contingent liabilities mentioned in the appendix, and the expenses and income shown in the income statement. These estimates and assumptions are made by the Management based on its past experience and various other factors deemed to be reasonable. However the current economic and financial environment makes it difficult to get an understanding of business prospects. It is possible that actual amounts will subsequently differ from estimates and assumptions made initially. These assumptions and estimates concern mainly:
a) Values used for impairment tests
Assumptions and estimates that are made to determine the recoverable value of goodwill, intangible and tangible fixed assets, relate in particular to market prospects required for the evaluation of cash flows and the applied discount rates. Any change in these assumptions could have a significant effect on the recoverable amount of those assets. The main assumptions used by the Group are described in Note 4.3.
b) Valuation of pension liabilities
The Group participates in defined-contribution or defined benefit pension plans. The liabilities related to the latter are calculated on the basis of actuarial calculations based on assumptions such as the discount rate, future salary increases, the staff turnover rate, the rate of mortality and the rate of return on assets. The valuation procedure is described in Note 1.2.9 and the assumptions used in Note 12. The Group considers that the actuarial assumptions used are appropriate and justified in current conditions. However these liabilities might evolve in the event of change in assumptions.
c) Fair value measurement
Land and buildings for administrative or commercial use are revalued periodically by independent experts. Between each expertise, the Group checks the absence of indications of loss of value.
Furthermore, as stated in Note 20, financial instruments measured at fair value are measured by reference to quoted prices in an active market.
D. Changes to financial statements previously published
NONE
E. Post-balance sheet events
The Board of Directors, on 13 April 2017, decided to reduce the share capital through the cancellation of treasury shares (8.1%).
Thereby, Gevelot's share capital stands at €28,717,500, comprising 820,500 shares each with a par value of €35.
Note 2 : Information on consolidation scope at 31 December 2016
Gévelot S.A., a public limited company with a capital of 31 262 245 euros, is the parent company of the Gévelot Group. It is listed on Alternext and registered in France under the number 562088542 RCS Nanterre.
2.1. Consolidation scope at 31 December 2016
| The following companies are fully consolidated: | |||||
|---|---|---|---|---|---|
| COMPANIES | HEAD OFFICE | SIREN N° | % controlled | % interests | |
| SIRET N° | N° SIRET | at | at | at | |
| 31.12.2016 | 31.12.2015 | 31.12.2016 | |||
| HOLDING | |||||
| Gévelot S.A. | 6, boulevard Bineau | 562088542 | |||
| 92300 Levallois-Perret (France) | 56208854200369 | ||||
| COLD EXTRUSION & MACHINING | |||||
| Gévelot Extrusion S.A. | 6, boulevard Bineau | 399198951 | 99,99 | 99,99 | 99,99 |
| 92300 Levallois-Perret (France) | 39919895100010 | ||||
| Dold Kaltfliesspressteile GmbH | Langenbacher Strasse 17/19 | 100,00 | 100,00 | 100,00 | |
| 78147 Vöhrenbach (Germany) | |||||
| Suzhou Dold Automobile Components | Ping Wang Ecological Park | 100,00 | 100,00 | 100,00 | |
| Manufacturing Co. Ltd. | Ping Wang Town - Lu Zhong Road | ||||
| 215221 Wujiang City - Jiangsu Province (China) | |||||
| PUMPS / FLUID TECHNOLOGY | |||||
| PCM S.A. | 6, boulevard Bineau | 572180198 | 99,99 | 99,99 | 99,94 |
| 92300 Levallois-Perret (France) | 57218019800184 | ||||
| PCM Technologies S.A.S. | 6, boulevard Bineau | 802419960 | 99,99 | 99,99 | 99,94 |
| 92300 Levallois-Perret (France) | 80241996000017 | ||||
| PCM Europe S.A.S. | 6, boulevard Bineau | 803433972 | 99,99 | 99,99 | 99,94 |
| 92300 Levallois-Perret (France) | 80343397200018 | ||||
| PCM Manufacturing France S.A.S. | 6, boulevard Bineau | 803933399 | 99,99 | 99,99 | 99,94 |
| 92300 Levallois-Perret (France) | 80393339900013 | ||||
| PCM Deutschland GmbH | Wiesbadener Landstrasse 18 | 99,99 | 99,99 | 99,94 | |
| 65203 Wiesbaden (Germany) | |||||
| PCM Group UK Ltd. | Pilot Road - Phoenix Parkway | 99,99 | 99,99 | 99,94 | |
| Corby, Northants NN17 5YF (United Kingdom) | |||||
| PCM Group Australia Pty Ltd | c/o Grant Thornton Level 2, 215 Spring Street | } wholly owned | |||
| Melbourne, VIC 3000 (Australia) | } by PCM Group UK | ||||
| PCM Group Italia Srl | via Rutilia 10/8 | 99,99 | 99,99 | 99,94 | |
| 20141 Milano (Italy) | |||||
| Sydex Srl | Baden Powell 24 | 54,99 | - | 54,97 | |
| 36045 Lonigo (Italy) | |||||
| Sydex Singapore Ltd | 35 Tannery Rd #04-06 Tannery Blk | } 90 % owned | |||
| Ruby Ind Complex | } by Sydex Srl | ||||
| Singapore (347740) (Singapore) | } | ||||
| Sydex USA LLC | 9302 Deer Run Road | } 62 % owned | |||
| Waxhaw, NC 28173 (United States ) | } by Sydex Srl | ||||
| Sydex Flow Ltda | Praceta Vale da Romeira, nº 12 | } 60 % owned | |||
| 2840 - 449 Seixal (Portugal) | } by Sydex Srl | ||||
| Torqueflow - Sydex Ltd | Unit 2CB Deer Park Farm Industrial Estate Knowle Lane |
} 40 % owned } by Sydex Srl |
|||
| Eastleigh, Hampshire SO50 7PZ (United Kingdom) } | |||||
| PCM Kazakhstan LLP | Office 46, Business Center "Nur Plaza", Microdistrict 29A | 99,99 | 99,99 | 99,94 | |
| Aktau city (Kazakhstan) | |||||
| PCM Rus LLC | Detsky Pereulok 5 - Office 12 | 99,99 | - | 99,94 | |
| 196084 Saint Petersburg (Russia) | |||||
| PCM Flow Technology Inc. | Lynn CanneLongo 2711 Centerville Road, Suite 400 | 99,99 | 99,99 | 99,94 | |
| Wilmington, Delaware 19808 (United States) | |||||
| PCM USA Inc. | 11940 Brittmoore Park Drive | } | |||
| Houston Texas 77041 (United States) | } | ||||
| PCM Canada Inc. | 4500, 855 - 2nd Street S.W. | } wholly owned | |||
| Calgary Alberta T2P 4K7 (Canada) | } by | ||||
| PCM Colombia SAS | Calle 104, No. 14A-45, Oficina 302 | } PCM Flow Technology | |||
| Bogota (Colombia) | } | ||||
| PCM Chile SpA | Av Vitacura 2939 Piso 10 | } | |||
| Las Condes, Santiago (Chile) | } | ||||
| Amik Oilfield Equipment & Rentals Ltd. | 4318 76 Avenue N.W. | } 75% owned by | |||
| Edmonton, AB T6B 2H8 (Canada) | } PCM Flow Technology | ||||
| PCM Group Asia Pacific Pte. Ltd. | 541 Orchard Road #09-01 Liat Towers | 99,99 | 99,99 | 99,94 | |
| Singapore (238881) (Singapore) | |||||
| PCM Trading (Shanghaï) Co. Ltd. | Unit 10A01&10G03, Shanghaimart | 99,99 | 99,99 | 99,94 | |
| 2299 Yanan Road (West) | |||||
| 200336 Shanghaï (China) | |||||
| PCM (Suzhou) Co. Ltd. | Ping Wang Ecological Park | 99,99 | 99,99 | 99,94 | |
| Ping Wang Town - Lu Zhong Road | |||||
| 215221 Wujiang City - Jiangsu Province (China) | |||||
| PCM Middle East FZE | 4A 106, 5EB741, Dubai Airport Free Zone | 99,99 | 99,99 | 99,94 | |
| Dubai (United Arab Emirates) | |||||
| PCM Muscat LLC | Alofuk Building, 1st Floor, Office 14, Shatti Al Qurum | 99,99 | 99,99 | 99,94 | |
PO Box 167 PC 103, Muscat (Sultanate of Oman)
2.2. Comments on the scope of consolidation and controlling interests
-
The PCM Rus LLC Company was founded in January 2016. It is 100% owned by PCM Europe SAS.
-
PCM SA acquired 55% of shares in the Sydex SRL Company in July 2016. Six months of 2016 activity were integrated into consolidated accounts.
-
There were no other changes in the scope of consolidation in 2016.
-
To our knowledge, there are no significant restrictions on subsidiaries transferring funds to the parent company, Gévelot S.A., in the form of cash dividends or repayments of loans or advances.
2.3. Exchange rates for financial statements prepared in foreign currencies
The companies' balance sheet items were translated at the closing exchange rate on 31 December 2016 and their expense and income account items were translated using the following rates:
| Closing rate | Average rate | ||
|---|---|---|---|
| Currency | 2016 | 2015 | 2016 2015 |
| 1 US dollar | €0.9487 | €0.9185 | €0.9037 €0.9012 |
| 1 Pound sterling | €1.1680 | €1.3626 | €1.2212 €1.3774 |
| 1 Chinese yuan | €0.1366 | €0.1416 | €0.1361 €0.1434 |
| 1 Canadian dollar | €0.7048 | €0.6616 | €0.6819 €0.7054 |
| 1 Australian dollar | €0.6851 | €0.6663 | €0.6718 €0.6773 |
| 1 Omani rial | €2.4661 | €2.3923 | €2.3535 €2.3540 |
| 1 United Arab Emirates dirham | €0.2582 | €0.2508 | €0.2467 €0.2468 |
| 1 Russian ruble | €0.0156 | €0.0124 | €0.0135 €0.0147 |
| 1 Kazakhstani tenge | €0.0028 | €0.0027 | €0.0027 €0.0040 |
Note 3 : Share capital
| (in euros) | At 31/12/2015 | Period 2016 | At 31/12/2016 | ||||
|---|---|---|---|---|---|---|---|
| Ordinary | Treasury | Total | Cancelled | Ordinary | Treasury | Total | |
| Ordinary shares | |||||||
| Number | 820 510 | 72 697 | 893 207 | - | 820 500 | 72 707 | 893 207 |
| Par value | 35 | 35 | 35 | - | 35 | 35 | 35 |
| Total | 28 717 850 | 2 544 395 | 31 262 245 | - | 28 717 500 | 2 544 745 | 31 262 245 |
Composition of share capital:
As of 31 December 2016, authorized share capital totalled 31,262 thousand euros, comprising 893,207 ordinary shares with a par value of 35 euros, issued and fully paid-up.
As part of the adoption, on October 15, 2015 of the first Resolution of the Combined General Meeting, the Board of Directors received delegation for the implementation of a share buyback programme for cancellation.
The Group bought back 10 of its own shares for a total amount of €1 K during the fiscal year 2016.
As of 31 December 2016, the Group hold 72,707 of its own shares. The weighted average number of common shares outstanding during the fiscal year 2016 is thus 820,501, after deducting the weighted average number of own shares for 72,706.
The Group does not have any stock option plans (purchase and / or subscription) under which options on Company shares are awarded to certain employees and senior managers.
Note 4 : Goodwill, intangible and tangible capital assets
4.1. Goodwill, intangible and tangible capital assets
| 31.12.2016 | ||||||
|---|---|---|---|---|---|---|
| Goodwill | Development expenses |
Software and other |
In progress | Advances and down payments |
Intangible capital assets |
|
| Gross value | ||||||
| At opening | 5 218 | 9 654 | 7 834 | 811 | - | 18 299 |
| Acquisitions and increases | - | 500 | 658 | 635 | - | 1 793 |
| Disposals | - | (364) | (178) | (54) | - | (596) |
| Changes in scope | 900 | - | 72 | - | - | 72 |
| Transfers | - | 571 | 145 | (722) | - | (6) |
| Translation adjustments | (159) | - | 2 | (4) | - | (2) |
| At closing | 5 959 | 10 361 | 8 533 | 666 | - | 19 560 |
| Amortisation and depreciation | ||||||
| At opening | (4 136) | (7 737) | (6 209) | - | - | (13 946) |
| Expenses | - | (981) | (595) | - | - | (1 576) |
| Net depreciation | - | - | - | - | - | - |
| Disposals | - | 364 | 178 | - | - | 542 |
| Changes in scope | - | - | (65) | - | - | (65) |
| Translation adjustments | 4 | - | (5) | - | - | (5) |
| At closing | (4 132) | (8 354) | (6 696) | - | - | (15 050) |
| Net value at opening | 1 082 | 1 917 | 1 625 | 811 | - | 4 353 |
| Net value at closing of period | 1 827 | 2 007 | 1 837 | 666 | - | 4 510 |
| 31.12.2015 | ||||||
|---|---|---|---|---|---|---|
| Goodwill | Development expenses |
Software and other |
In progress | Advances and down payments |
Intangible capital assets |
|
| Gross value | ||||||
| At opening | 5 189 | 9 082 | 6 995 | 1 288 | 15 | 17 380 |
| Acquisitions and increases | - | 384 | 566 | 648 | - | 1 598 |
| Disposals | - | (450) | (18) | (99) | (15) | (582) |
| Transfers | - | 638 | 268 | (1 031) | - | (125) |
| Translation adjustments | 29 | - | 23 | 5 | - | 28 |
| At closing | 5 218 | 9 654 | 7 834 | 811 | - | 18 299 |
| Amortisation and depreciation | ||||||
| At opening | - | (7 096) | (5 642) | - | - | (12 738) |
| Expenses | - | (1 091) | (570) | - | - | (1 661) |
| Net depreciation | (4 136) | - | - | - | - | - |
| Disposals | - | 450 | 16 | - | - | 466 |
| Translation adjustments | - | - | (13) | - | - | (13) |
| At closing | (4 136) | (7 737) | (6 209) | - | - | (13 946) |
| Net value at opening | 5 189 | 1 986 | 1 353 | 1 288 | 15 | 4 642 |
| Net value at closing of period | 1 082 | 1 917 | 1 625 | 811 | - | 4 353 |
4.1. (continued) : Goodwill, intangible and tangible capital assets
| 31.12.2016 | |||||||
|---|---|---|---|---|---|---|---|
| Administrative land and buildings |
Industrial land and buildings |
Plant and machinery |
Other | In progress | Advances and down payments |
Tangible capital assets |
|
| Gross value | |||||||
| At opening | 6 528 | 33 413 | 210 441 | 12 142 | 6 776 | 184 | 269 484 |
| Acquisitions and increases | 5 | 1 268 | 3 488 | 395 | 3 983 | - | 9 139 |
| Revaluation of land and buildings | 435 | - | - | - | - | - | 435 |
| Disposals | - | - | (373) | (409) | (856) | - | (1 638) |
| Changes in scope | - | 688 | 492 | 121 | - | - | 1 301 |
| Transfers | - | 1 456 | 5 849 | (25) | (7 243) | (31) | 6 |
| Translation adjustments | (139) | 184 | 343 | (18) | (23) | (1) | 346 |
| At closing | 6 829 | 37 009 | 220 240 | 12 206 | 2 637 | 152 | 279 073 |
| Amortisation and depreciation | |||||||
| At opening | (365) | (8 577) | (172 435) | (8 898) | - | - | (190 275) |
| Expenses | (33) | (766) | (6 276) | (778) | - | - | (7 853) |
| Net depreciation | - | (949) | (6 953) | (240) | - | - | (8 142) |
| Revaluation of land and buildings | 39 | - | - | - | - | - | 39 |
| Disposals | - | - | 347 | 397 | - | - | 744 |
| Changes in scope | - | (96) | (314) | (92) | - | - | (502) |
| Transfers | - | - | (128) | 128 | - | - | - |
| Translation adjustments | 5 | (15) | (165) | 18 | - | - | (157) |
| At closing | (354) | (10 403) | (185 924) | (9 465) | - | - | (206 146) |
| Net value at opening | 6 163 | 24 836 | 38 006 | 3 244 | 6 776 | 184 | 79 209 |
| Net value at closing of period | 6 475 | 26 606 | 34 316 | 2 741 | 2 637 | 152 | 72 927 |
| 31.12.2015 |
| Administrative land and buildings |
Industrial land and buildings |
Plant and machinery |
Other | In progress | Advances and down payments |
Tangible capital assets |
|
|---|---|---|---|---|---|---|---|
| Gross value | |||||||
| At opening | 6 411 | 32 509 | 198 188 | 11 699 | 5 917 | 4 195 | 258 919 |
| Acquisitions and increases | 8 | 226 | 3 611 | 667 | 6 523 | 46 | 11 081 |
| Disposals | - | (6) | (501) | (506) | (399) | - | (1 412) |
| Transfers | 57 | 477 | 8 737 | 204 | (5 292) | (4 058) | 125 |
| Translation adjustments | 52 | 207 | 406 | 78 | 27 | 1 | 771 |
| At closing | 6 528 | 33 413 | 210 441 | 12 142 | 6 776 | 184 | 269 484 |
| Amortisation and depreciation | |||||||
| At opening | (309) | (7 824) | (166 795) | (8 410) | - | - | (183 338) |
| Expenses | (55) | (726) | (5 936) | (858) | - | - | (7 575) |
| Net depreciation | - | - | - | - | - | - | - |
| Disposals | - | 4 | 373 | 417 | - | - | 794 |
| Transfers | - | - | - | - | - | - | - |
| Translation adjustments | (1) | (31) | (77) | (47) | - | - | (156) |
| At closing | (365) | (8 577) | (172 435) | (8 898) | - | - | (190 275) |
| Net value at opening | 6 102 | 24 685 | 31 393 | 3 289 | 5 917 | 4 195 | 75 581 |
| Net value at closing of period | 6 163 | 24 836 | 38 006 | 3 244 | 6 776 | 184 | 79 209 |
4.2. Property on direct financing leases
Property on direct financing leases has been restated in the corresponding asset accounts as if they had been acquired freehold. The corresponding debt is recognised as a balance sheet liability.
In the income statement, contractual lease payments have been eliminated and replaced with depreciation expenses and finance charges.
| 31.12.2016 | 31.12.2015 | |||||||
|---|---|---|---|---|---|---|---|---|
| Administrative land and buildings |
Plant and machinery |
Other | Total | Administrative land and buildings |
Plant and machinery |
Other | Total | |
| Gross value | ||||||||
| At opening | 1 100 | 15 593 | 1 120 | 17 813 | 1 100 | 15 155 | 1 037 | 17 292 |
| Acquisitions and increases | 110 | 2 388 | 125 | 2 623 | - | 1 159 | 149 | 1 308 |
| Revaluation of land and buildings | - | - | - | - | - | - | - | - |
| Disposals and decreases | - | - | (161) | (161) | - | (721) | (66) | (787) |
| At closing | 1 210 | 17 981 | 1 084 | 20 275 | 1 100 | 15 593 | 1 120 | 17 813 |
| Amortisation and depreciation | ||||||||
| At opening | - | (10 638) | (763) | (11 401) | - | (10 216) | (623) | (10 839) |
| Expenses and increases | - | (2 883) | (195) | (3 078) | - | (902) | (156) | (1 058) |
| Disposals and decreases | - | - | 161 | 161 | - | 480 | 16 | 496 |
| At closing | - | (13 521) | (797) | (14 318) | - | (10 638) | (763) | (11 401) |
| Net value at opening | 1 100 | 4 955 | 357 | 6 412 | 1 100 | 4 939 | 414 | 6 453 |
| Net value at closing of period | 1 210 | 4 460 | 287 | 5 957 | 1 100 | 4 955 | 357 | 6 412 |
4.3. Valuation method
Depreciation
In accordance with the principle stated in Note 1.2.4, on 31 December 2016, the Group carried out a comparison of the net carrying amount of the assets and their value in use for CGUs showing one or more indications of impairment (Gévelot Extrusion, Dold), and for the CGU incorporating goodwill (PCM Group UK).
Value in use is defined as the sum of future discounted cash flows estimated on the basis of three-year activity and investment plans. The growth rates used to extrapolate forecasted cash flows beyond three years are 1% for the Extrusion sector and 1% for the Pumps sector (1% for all sectors for the tests carried out at the end of 2015).
The discount rates applied are 10% for Gevelot Extrusion, 9% for Dold in Germany and 11% for the Pumps sector (respectively 10%, 9% and 11% for the tests carried out at the end of 2015) and correspond to the average cost of the capital after tax, taking each segment's specific market rates and risk premiums into account.
These approaches are based on the Group best estimates in an uncertain economic environment.
The new tests on 31 December led to an additional depreciation of €8.1 M on the industrial assets of Gévelot Extrusion (€5.3 M) and of Dold (€2.8 M) at the end of 2016. These additional provisions are justified by a more cautious approach of the assessment parameters linked to specific risks of the Automotive Market in Europe.
The sensitivity of the value in use calculations to changes in the various assumptions is set out in the table below:
| CGU carrying amount |
Difference in value between the Test and Accounts |
Discount rate |
Indefinite growth rate |
Change in cash flow |
|
|---|---|---|---|---|---|
| Change | +0,5% | -0,5% | -10% | ||
| Extrusion sector | |||||
| Gévelot Extrusion | 30,4 M€ | +0,0 M€ | -1,6 M€ | -1,2 M€ | -3,0 M€ |
| Dold | 20,6 M€ | +0,0 M€ | -1,3 M€ | -1,0 M€ | -2,1 M€ |
| Total Extrusion sector | 51,0 M€ | +0,0 M€ | -2,9 M€ | -2,2 M€ | -5,1 M€ |
| Pumps sector | |||||
| PCM Group UK | 2,5 M€ | +0,7 M€ | -0,2 M€ | -0,1 M€ | -0,4 M€ |
Cash-generating units of the Pumps Sector, other than the cash-generating units of PCM Group UK, in the absence of a value loss index on the Pumps Secttor, did not result in the performance of value tests.
Note 5 : Financial assets
| 2016 | 2015 | |
|---|---|---|
| Long-term | ||
| Other capitalized securities | - | - |
| Loans | 308 | 377 |
| Other (*) | 1 184 | 1 157 |
| Total long-term financial assets | 1 492 | 1 534 |
| Current | ||
| Loans | 117 | 128 |
| Derivative instruments | - | - |
| Bank term deposit over three months | 41 270 | 26 650 |
| Total current financial assets | 41 387 | 26 778 |
| Total financial assets | 42 879 | 28 312 |
(*) of which €752 K in 2016 and €744 K in 2015 concern Dold Kaltfliesspressteile GmbH (see note 12)
Loans consist in loans to employees for construction assistance and which are reimbursed over a period of 20 years. These zero-interest loans are discounted to the date they are set up in order to reflect losses over time in the value of future repayments.
Bank term deposits over three months consist of investments maturing in more than three months and not recognised as cash.
Note 6 : Inventories
| Raw materials and other supplies 22 230 23 019 . Work-in-progress 5 967 6 895 . Semi-finished and finished goods 9 427 10 965 . Merchandise 6 098 8 204 Gross amount 49 083 43 722 . Raw materials and other supplies (2 242) (2 399) . Work-in-progress (439) (224) |
2016 | 2015 | ||
|---|---|---|---|---|
| . Semi-finished and finished goods (881) |
(278) | |||
| . Merchandise (15) (11) |
||||
| Depreciation (3 577) (2 912) |
||||
| Total 40 145 46 171 |
The reversal of write-down of €665 K in 2016 is featured in current operational costs.
Note 7 : Trade notes and accounts receivable
| 2016 | 2015 | |
|---|---|---|
| Gross amount | 76 230 | 50 767 |
| Depreciation | (1 913) | (2 361) |
| Total | 74 317 | 48 406 |
Credit risk conditions are discussed in the Operating and Financial Review.
The increase in the customer item was mainly due to the debt on the contractual renegotiation in the Pumps sector.
As the Group's markets are dominated by just a few players (mainly in the automotive sector), it generates a significant share of its consolidated revenue with major clients that individually account for more than 10% of consolidated revenues. These major clients accounted for 54.2% of Extrusion division revenue in 2016.
All dubious or litigious debts have been depreciated.
Note 8 : Other accounts receivable
| 2016 | 2015 | |
|---|---|---|
| Advances and down payments on orders | 561 | 1 913 |
| Central and local government excluding corporate income tax | 2 388 | 3 713 |
| Personnel | 152 | 239 |
| Debit supplier balances | 131 | 127 |
| Other debtors | 1 982 | 1 860 |
| Prepaid expenses | 787 | 967 |
| Total | 6 001 | 8 819 |
Note 9 : Cash and cash equivalents
| 2016 | 2015 | |
|---|---|---|
| Cash | 71 027 | 74 104 |
| Bank term deposits | 35 965 | 30 500 |
| Open-end and monetary investment funds in euros | - | - |
| Cash and cash equivalents | 106 992 | 104 604 |
Cash and cash equivalents are measured at fair value and mature in the short term.
Rates of bank term deposits are between 0.05% and 1.75%.
€3.0 million of the cash belonging to the Group's chinese entities is intented to finance their development.
In the consolidated cash flow statement, cash flows and bank overdrafts include:
| 2016 | 2015 | |
|---|---|---|
| Cash and cash equivalents | 106 992 | 104 604 |
| Bank overdrafts Note 13 |
(7 422) | (18 815) |
| Cash position at closing | 99 570 | 85 789 |
Bank overdrafts correspond to the mobilization of short-term receivables and the resort to short term credit lines.
Note 10 : Other accounts payable
| 2016 | 2015 | |
|---|---|---|
| Advances and down payments received on orders | 48 079 | 39 033 |
| Tax debts excluding corporate income tax, personnel and welfare agencies | 12 482 | 14 996 |
| Other creditors | 4 911 | 3 908 |
| Deferred income | 11 352 | 2 573 |
| Total | 76 824 | 60 510 |
The increase in deferred income was essentially due to part of the contractual renegotiation in the Pumps sector, which shall be recognised as income over the remaining term of the contract.
Note 11 : Provisions
| 01.01.2016 | Provisions | Reversals provision |
provision | Translation and changes |
Total | 31.12.2016 Under |
Over | |
|---|---|---|---|---|---|---|---|---|
| used | not used | in scope | one year | one year | ||||
| Contingency provisions | ||||||||
| . Provisions for litigation settlements | 323 | 725 | - | - | - | 1 048 | 1 048 | - |
| . Other contingency provisions | 513 | 268 | (295) | (114) | 6 | 378 | 5 | 373 |
| Total | 836 | 993 | (295) | (114) | 6 | 1 426 | 1 053 | 373 |
| Loss provisions | ||||||||
| . Other loss provisions | 693 (*) | 14 | (175) | - | 40 | 572 (*) | 354 | 218 |
| . Retirement provisions (Note 12) | 7 698 | 1 501 | - | - | - | 9 199 | - | 9 199 |
| . Work medal provisions | 229 | 9 | - | - | - | 238 | - | 238 |
| Total | 8 620 | 1 524 | (175) | - | 40 | 10 009 | 354 | 9 655 |
| Total provisions | 9 456 | 2 517 | (470) | (114) | 46 | 11 435 | 1 407 | 10 028 |
| (*) Other loss provisions include: | ||
|---|---|---|
| - provisions for operating expenses | 21 | 78 |
| - provisions for personnel expenses | 255 | 289 |
| - provisions for commercial expenses | 417 | 205 |
| 693 | 572 | |
Note 12 : Employee benefits
The Group grants post-employment benefits to its personnel employed in France and in Germany. These expenses are recognised:
- as current operating income for the cost of services rendered, paid services and past services;
- as operating income for regime reductions/liquidations;
-
as other financial income and expenses for the net financial charge;
-
as other comprehensive income for the effects of revaluation.
Retirement benefits
| France | Germany | 2016 | 2015 | |
|---|---|---|---|---|
| Provision in the balance sheet | ||||
| Discounted value of obligations covered | 5 693 | 4 735 | 10 428 | 9 230 |
| Fair value of the plan's assets | (1 229) | - | (1 229) | (1 532) |
| Provision recognised in the balance sheet | 4 464 | 4 735 | 9 199 | 7 698 |
| Discounted value of obligations covered | ||||
| At opening | 5 264 | 3 966 | 9 230 | 10 074 |
| Cost of services rendered | 302 | 104 | 406 | 446 |
| Financial cost | 111 | 79 | 190 | 148 |
| Benefits paid | (340) | (59) | (399) | (682) |
| Reduction / liquidation of plan | - | - | - | - |
| Change of plan | - | - | - | - |
| Actuarial gain / loss of period | 356 | 645 | 1 001 | (756) |
| Changes in scope | - | - | - | - |
| Discounted value of obligations covered | 5 693 | 4 735 | 10 428 | 9 230 |
| Fair value of the plan's assets | ||||
| At opening | 1 532 | 744 | 2 276 | 2 754 |
| Interests income | 33 | 16 | 49 | 30 |
| Contributions | - | 72 | 72 | 59 |
| Benefits paid | (340) | (80) | (420) | (589) |
| Actuarial gain / loss of period | 4 | - | 4 | 22 |
| Changes in scope | - | - | - | - |
| Fair value of the plan's assets | 1 229 | 752 | 1 981 | 2 276 |
| Change in provisions | ||||
| At opening | 3 732 | 3 966 | 7 698 | 8 059 |
| Period's expenses / (income) | 380 | 183 | 563 | 471 |
| Disbursements | - | (59) | (59) | (54) |
| Actuarial gain / loss of period | 352 | 645 | 997 | (778) |
| Changes in scope | - | - | - | - |
| Change in provisions | 4 464 | 4 735 | 9 199 | 7 698 |
| Total expenses recognised in income statement | ||||
| Cost of services rendered | 302 | 104 | 406 | 446 |
| Financial cost | 78 | 79 | 157 | 118 |
| Benefits paid | - | (59) | (59) | (147) |
| Reduction / liquidation of plan | - | - | - | - |
| Total expense/(income) recognised in income statement | 380 | 124 | 504 | 417 |
| Main actuarial assumptions | ||||
| - Discount rate | 1.3% | 1.3% |
|---|---|---|
| - Rate of pay rises | 2.00% | 0% |
| - Retirement age | 64 (non-managerial), 65 (man) | 65 |
The turnover table is at 0% after 56.
Defined benefit plans are evaluated by independant actuaries.
In accordance with IAS 19.116, Dold assets are recognised as separate assets because they are not eligible insurance contracts. At 31 December 2016, these assets totalled €752 K and are recognised as "long-term financial assets".
Work medals paid out by Group companies to their personnel are covered by a provision calculated by an independent actuary (see note 11).
Note 13 : Financial liabilities
13.1. Financial liabilities
| 2016 | 2015 | |
|---|---|---|
| Long-term | ||
| Bank loans | 21 756 | 16 283 |
| Other borrowing and financial debt | 190 | 190 |
| Total long-term financial liabilities | 21 946 | 16 473 |
| Current | ||
| Bank loans | 10 682 | 5 435 |
| Other borrowing and financial debt | - | - |
| Derivatives | 632 | 191 |
| Bank overdrafts | 7 422 | 18 815 |
| Total currrent financial liabilities | 18 736 | 24 441 |
| Total financial liabilities | 40 682 | 40 914 |
Bank overdrafts correspond to the mobilization of short-term commercial receivables for €7.3 million and the resort to short-term credit lines for €0.1 million.
The Group received innovation aids from Bpifrance. These aids have staggered maturities between 2017 and 2024 and appears as ""bank loans".
These interest-free aids are updated at implementation date in order to take into account the loss of the value of future repayments in time.
13.2. Changes in financial liabilities
| 01.01.2016 | New | loans Repayments | adjustments | Translation Reclassification | Changes in scope |
31.12.2016 | |
|---|---|---|---|---|---|---|---|
| Loans and debt with lending institutions | |||||||
| (including finance leases) | 21 909 | 19 019 | (8 404) | 100 | - | 446 | 33 070 |
| Other borrowing and financial debt | 190 | 50 | (67) | - | - | 17 | 190 |
| Financial liabilities (excluding overdrafts) | 22 099 | 19 069 | (8 471) | 100 | - | 463 | 33 260 |
| Bank overdrafts | 18 815 | 7 422 | (18 815) | - | - | - | 7 422 |
| Total | 40 914 | 26 491 | (27 286) | 100 | - | 463 | 40 682 |
13.3. Financial liabilities by date of maturity
| Total | Maximum 1 year | 1 to 5 years | Over 5 years | ||||||
|---|---|---|---|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | ||
| Loans and debt with lending institutions | |||||||||
| (including finance leases) | 33 070 | 21 909 | 11 314 | 5 626 | 20 024 | 14 373 | 1 732 | 1 910 | |
| Other borrowing and financial debt | 190 | 190 | - | - | 157 | 173 | 33 | 17 | |
| Bank overdrafts | 7 422 | 18 815 | 7 422 | 18 815 | - | - | - | - | |
| Total | 40 682 | 40 914 | 18 736 | 24 441 | 20 181 | 14 546 | 1 765 | 1 927 |
13.4. Financial liabilities relating to finance lease
| Total | Maximum 1 year | 1 to 5 years | Over 5 years | |||||
|---|---|---|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | |
| Lessor debts and credits | 6 030 | 5 397 | 1 874 | 1 771 | 3 374 | 2 748 | 782 | 878 |
| Total | 6 030 | 5 397 | 1 874 | 1 771 | 3 374 | 2 748 | 782 | 878 |
13.5. Breakdown of financial liabilities by main currencies
| Total | Euros | US Dollars | Other currencies | |||||
|---|---|---|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | |
| Loans and debt with lending institutions | ||||||||
| (including finance leases) | 33 070 | 21 909 | 29 822 | 16 854 | 1 897 | 3 707 | 1 351 | 1 348 |
| Other borrowing and financial debt | 190 | 190 | 190 | 190 | - | - | - | - |
| Bank overdrafts | 7 422 | 18 815 | 7 422 | 18 815 | - | - | - | - |
| Total | 40 682 | 40 914 | 37 434 | 35 859 | 1 897 | 3 707 | 1 351 | 1 348 |
13.6. Breakdown of financial liabilities by type of rate
| 2016 | 2015 | |
|---|---|---|
| Non-covered variable rates (*) | 7 016 | 3 688 |
| Fixed rates | 20 214 | 13 014 |
| Interests | - | - |
| Overdrafts | 7 422 | 18 815 |
| Finance leases (fixed rates) | 6 030 | 5 397 |
| Total | 40 682 | 40 914 |
(*) loans at non-covered variable rates mature between 2017 and 2021.
Interest rates varie between 0% and 4.3% for loans at fixed rates. Weighted average interest rate is Euribor 3M + 0.90 % for loans at non-covered variable rates.
Note 14 : Taxes
14.1. Payable taxes
| Research | Competitiveness | ||||||
|---|---|---|---|---|---|---|---|
| Down | tax | & employment | Period | ||||
| 01.01.2016 | Payments | payments | credit | tax credit | expense | 31.12.2016 | |
| Asset | (3 751) | 3 690 | (48) | - | - | 63 | (46) |
| Liability | 19 | (975) | (1 431) | (1 046) | (1 023) | 5 432 | 976 |
| Total | 5 495 |
14.2. Deffered taxes
| 01.01.2016 | Income statement |
Other operating results |
Other (incl. Translation adjustment) |
31.12.2016 | |
|---|---|---|---|---|---|
| Deferred tax assets | (4 844) | (3 409) | (303) | (3) | (8 559) |
| Deferred tax liabilities | 8 020 | (1 603) | 129 | 9 | 6 555 |
| Total | 3 176 | (5 012) | (174) | 6 | (2 004) |
Deferred tax assets mainly result from differentials of valuation and amortization of fixed assets (€2.2 M), deferred income (€2.9 M), provisions for pensions and other employee benefits (€1.8 M), tax temporary differences (€1.2 M), and eliminations of margins on inventories (€0.5 M).
Deferred tax liabilities arise mainly from differentials of valuation and amortization of fixed assets (€2.3 M), restatements of finance lease contracts (€0.2 M) and regulated provisions (€3.7 M).
14.3. Income tax expenses
The breakdown of tax in the income statement is as follows:
| 2016 | 2015 | |
|---|---|---|
| Payable taxes | 5 495 | 2 133 |
| Deferred taxes* | (5 012) | 1 684 |
| Total | 483 | 3 817 |
| * Deferred tax expenses / income breaks down as follows: - Income / expenses from net provisions for / reversals of intangible and tangible capital asset amortisation |
348 | 986 |
| - Income / expenses from net provisions for / reversals of intangible and tangible capital asset depreciation | (2 461) | - |
| - Expenses on reversed regulated provisions and other taxes | (668) | (56) |
| - Other income and expenses | 294 | 101 |
| - Carried over deficits | 211 | 28 |
| - Deferred income | (2 857) | - |
| - Other timing differences | 121 | 625 |
| Total deferred tax expense / (income) | (5 012) | 1 684 |
Reconciliation of the theoretical and the recognised income tax expense:
| 2016 | ||
|---|---|---|
| Current operating income of consolidated companies | 15 000 | |
| Theoretical income tax expense in France | (4 688) | |
| Theoretical income tax expense in Germany | (60) | |
| Theoretical income tax expense in England | (87) | |
| Theoretical income tax expense in Italy | (82) | |
| Theoretical income tax expense in America | 498 | |
| Theoretical income tax expense in China | (90) | |
| Theoretical income tax expense in Oman | (82) | |
| Theoretical income tax expense in Kazakhstan | (81) | |
| Theoretical income tax expense in Russia | (3) | |
| Theoretical income tax expense in Singapore | 17 | |
| Theoretical income tax expense in Australia | (120) | |
| Total theoretical income tax expense | (4 778) | |
| Net impact of non-deductible or non-taxable expenses and income | 1 590 | |
| Impact of unrecognised deficits | 2 605 | |
| Impact of rate changes | 100 | |
| Effective income tax expense on current operations | (483) | |
| Net income from continuing operations | 14 517 |
The net impact of non-deductible or non-taxable expenses and income essentially includes permanent timing differences.
Rate of corporate income tax
| 2019 and | 2019 and | ||||
|---|---|---|---|---|---|
| Rate of | financial years | subsequent | financial years | subsequent | |
| corporate income tax | 2016 to 2018 | financial years | 2016 to 2018 | financial years | |
| France | 34.43% | 28.92% | Oman | 12.00% | 12.00% |
| Germany | 28.25% | 28.25% | Kazakhstan | 20.00% | 20.00% |
| America | 34.00% | 34.00% | Russia | 20.00% | 20.00% |
| England | 20.00% | 20.00% | Singapore | 17.00% | 17.00% |
| Italy | 31.40% | 31.40% | Australia | 30.00% | 30.00% |
| China | 25.00% | 25.00% |
Note 15 : Income from operating activities
| France | Abroad | 2016 | 2015 | |
|---|---|---|---|---|
| Sales of goods | 21 870 | 64 063 | 85 933 | 70 312 |
| Production sold: | ||||
| . of goods | 39 933 | 69 383 | 109 316 | 135 491 |
| . of services | 418 | 666 | 1 084 | 1 067 |
| Turnover | 62 221 | 134 112 | 196 333 | 206 870 |
| Operating grants | 1 119 | 1 177 | ||
| Other income | 6 105 | 7 432 | ||
| Other income from operating activities | 7 224 | 8 609 | ||
| Total income from operating activities | 203 557 | 215 479 |
"Operating grants" mainly consist in research tax credits.
Note 16 : Current operating expenses
| 2016 | 2015 | |
|---|---|---|
| Production stored | 2 144 | 1 923 |
| Capitalised production | (1 102) | (1 033) |
| Purchases of goods | 9 038 | 14 126 |
| Changes in goods inventory | (880) | (2 440) |
| Purchases of raw materials and other supplies | 54 446 | 62 089 |
| Changes in inventories of raw materials and other supplies | 2 276 | 352 |
| Other purchases and external charges | 40 140 | 42 995 |
| Payroll expenses | 67 455 | 72 881 |
| Taxes and comparable payments | 3 631 | 4 035 |
| Depreciation and estimated expenses: | ||
| . On capital assets - depreciation expenses Note 4 |
9 429 | 9 236 |
| . On current assets - estimated expenses |
1 553 | 389 |
| . Contingency - estimated expenses |
819 | 528 |
| Other expenses | 1 673 | 2 574 |
| Total current operating expenses | 190 622 | 207 655 |
Note 17 : Financial income / loss
| 2016 | 2015 | |
|---|---|---|
| Interest generated by cash and cash equivalents | 397 | 257 |
| Net earnings from sales of short-term investments | 159 | 637 |
| Income from cash and cash equivalents | 556 | 894 |
| Interest charges on financing transactions | 615 | 398 |
| Gross cost of financial indebtedness | 615 | 398 |
| Net cost of financial indebtedness | (59) | 496 |
| Income from non-consolidated investments | - | - |
| Discounted financial income | 488 | 11 |
| Exchange gains | 3 066 | 2 372 |
| Other financial income | 17 | 11 |
| Total other financial income | 3 571 | 2 394 |
| Discounted financial expenses | 8 | 58 |
| Exchange losses | 2 409 | 5 339 |
| Other financial expenses | 299 | 515 |
| Total other financial expenses | 2 716 | 5 912 |
| Income (loss) from other financial income and expenses | 855 | (3 518) |
| Financial income / (loss) | 796 | (3 022) |
Note 18 : Segment information
18.1. Breakdown of fixed assets by business segment
| At 31.12.2016 | At 31.12.2015 | |||||||
|---|---|---|---|---|---|---|---|---|
| Extrusion | Pumps | Other business |
Total | Extrusion | Pumps | Other business |
Total | |
| Goodwill (1) | - | 5 959 | - | 5 959 | - | 5 218 | - | 5 218 |
| Intangibles subtotal | 12 085 | 7 449 | 26 | 19 560 | 11 290 | 6 983 | 26 | 18 299 |
| Land and buildings | 23 511 | 17 745 | 2 582 | 43 838 | 23 427 | 14 010 | 2 504 | 39 941 |
| Industrial plant and other | 192 705 | 39 555 | 186 | 232 446 | 187 321 | 35 036 | 226 | 222 583 |
| Construction work in progress | 2 257 | 380 | - | 2 637 | 3 281 | 3 484 | 11 | 6 776 |
| Advances and down payments | 152 | - | - | 152 | 184 | - | - | 184 |
| Tangibles subtotal | 218 625 | 57 680 | 2 768 | 279 073 | 214 213 | 52 530 | 2 741 | 269 484 |
| Gross values | 230 710 | 71 088 | 2 794 | 304 592 | 225 503 | 64 731 | 2 767 | 293 001 |
| Accumulated amortisation / depreciation | 190 654 | 34 393 | 281 | 225 328 | 177 251 | 30 825 | 281 | 208 357 |
| Net values | 40 056 | 36 695 | 2 513 | 79 264 | 48 252 | 33 906 | 2 486 | 84 644 |
| Period's expenses | 14 229 | 3 295 | 47 | 17 571 | 5 938 | 7 381 | 53 | 13 372 |
| Total balance sheet by business segment | 85 620 | 206 171 | 121 176 | 97 839 | 171 649 | 111 743 |
(1) concerns PCM Group UK Ltd., Amik Oilfield Equipment & Rentals Ltd. and Sydex Srl
Gévelot SA's land and buildings are put at the disposal of the Extrusion sector for €10.4 million and the Pumps sector for €2.2 million.
| Total capital expenditure on intangibles and tangibles in 2016 amounted to: | Total capital expenditure on intangibles and tangibles in 2015 amounted to: | ||
|---|---|---|---|
| Cold Extrusion & Machining: | €6 331 K | Cold Extrusion & Machining: | €7 989 K |
| Pumps / Fluid Technology: | €4 598 K | Pumps / Fluid Technology: | €4 678 K |
| Other business: | €3 K | Other business: | €12 K |
| €10 932 K | €12 679 K |
18.2. Changes in financial liabilities by business segment
| 01.01.2016 | Repayments | New loans | Reclassification and translations |
31.12.2016 | |||||
|---|---|---|---|---|---|---|---|---|---|
| Loans and debt with lending institutions (incl. finance leases) | |||||||||
| Cold Extrusion & Machining | 13 800 | (5 004) | 3 384 | 17 | 12 197 | ||||
| Pumps / Fluid Technology | 6 904 | (3 330) | 15 635 | 529 | 19 738 | ||||
| Other business | 1 205 | (70) | - | - | 1 135 | ||||
| Subtotal | 21 909 | (8 404) | 19 019 | 546 | 33 070 | ||||
| Other loans and financial debts | 190 | (67) | 50 | 17 | 190 | ||||
| Bank overdrafts | |||||||||
| Cold Extrusion & Machining | 9 244 | (9 244) | 7 398 | - | 7 398 | ||||
| Pumps / Fluid Technology | 9 568 | (9 568) | 22 | - | 22 | ||||
| Other business | 3 | (3) | 2 | - | 2 | ||||
| Subtotal | 18 815 | (18 815) | 7 422 | - | 7 422 | ||||
| Total | 40 914 | (27 286) | 26 491 | 563 | 40 682 |
18.3. Consolidated turnover by business segment
| 31.12.2016 | 31.12.2015 | |||||
|---|---|---|---|---|---|---|
| Outside | Intra | Outside | Intra | |||
| Group | Group | Total | Group | Group | Total | |
| Cold Extrusion & Machining | 105 094 | 1 418 | 106 512 | 108 763 | 1 600 | 110 363 |
| Pumps / Fluid Technology | 91 134 | 54 965 | 146 099 | 98 054 | 67 152 | 165 206 |
| Other business | 105 | 2 180 | 2 285 | 53 | 2 440 | 2 493 |
| Eliminations and reconciliations | - | (58 563) | (58 563) | - | (71 192) | (71 192) |
| Total | 196 333 | - | 196 333 | 206 870 | - | 206 870 |
18.4. Results by business segment
Results of operations
| 2016 | ||||||
|---|---|---|---|---|---|---|
| Outside Group | Intra Group | Total Outside Group | Intra Group | Total | ||
| Cold Extrusion & Machining | 7 117 | (2 055) | 5 062 | 7 892 | (2 157) | 5 735 |
| Pumps / Fluid Technology | 7 884 | (512) | 7 372 | 2 626 | (680) | 1 946 |
| Other business | (2 066) | 2 567 | 501 | (2 694) | 2 837 | 143 |
| Total | 12 935 | - | 12 935 | 7 824 | - | 7 824 |
| Transition from results of operations | Other | ||||
|---|---|---|---|---|---|
| to revenue | Extrusion | Pumps | business | Total 2016 | Total 2015 |
| Results of operations | 5 062 | 7 372 | 501 | 12 935 | 7 824 |
| Revenue on contractual renegotiation | - | 9 487 | - | 9 487 | - |
| Other operating income | 2 | 10 | 9 | 21 | 188 |
| Litigation | (7) | (48) | - | (55) | (113) |
| Impairment of non-current assets (note 4) | (8 142) | - | - | (8 142) | (4 136) |
| Country risks | - | - | - | - | - |
| Other operating expenses | - | (35) | (7) | (42) | (514) |
| Revenue | (3 085) | 16 786 | 503 | 14 204 | 3 249 |
Revenue
| 2016 | 2015 | |||||
|---|---|---|---|---|---|---|
| Outside Group | Intra Group | Total Outside Group | Intra Group | Total | ||
| Cold Extrusion & Machining | (1 030) | (2 055) | (3 085) | 7 823 | (2 157) | 5 666 |
| Pumps / Fluid Technology | 17 298 | (512) | 16 786 | (1 744) | (680) | (2 424) |
| Other business | (2 064) | 2 567 | 503 | (2 830) | 2 837 | 7 |
| Total | 14 204 | - | 14 204 | 3 249 | - | 3 249 |
Earnings before tax of consolidated companies
| 2016 | 2015 | |||||
|---|---|---|---|---|---|---|
| Outside Group | Intra Group | Total Outside Group | Intra Group | Total | ||
| Cold Extrusion & Machining | (1 555) | (2 070) | (3 625) | 7 348 | (2 180) | 5 168 |
| Pumps / Fluid Technology | 17 672 | (512) | 17 160 | (4 562) | (680) | (5 242) |
| Other business | (1 117) | 2 582 | 1 465 | (2 559) | 2 860 | 301 |
| Total | 15 000 | - | 15 000 | 227 | - | 227 |
Net income from continuing operations
| 2016 | 2015 | |||||
|---|---|---|---|---|---|---|
| Outside Group | Intra Group | Total Outside Group | Intra Group | Total | ||
| Cold Extrusion & Machining | (1 295) | (1 357) | (2 652) | 5 011 | (1 429) | 3 582 |
| Pumps / Fluid Technology | 13 316 | (336) | 12 980 | (7 945) | (446) | (8 391) |
| Other business | 2 545 | 1 693 | 4 238 | (656) | 1 875 | 1 219 |
| Total | 14 566 | - | 14 566 | (3 590) | - | (3 590) |
18.5. Breakdown of fixed assets by geographical segment
| At 31.12.2016 | Au 31.12.2015 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Other | Other | ||||||||
| France | Germany | countries | Total | France | Germany | countries | Total | ||
| Goodwill (1) | - | - | 5 959 | 5 959 | - | - | 5 218 | 5 218 | |
| Intangibles subtotal | 14 656 | 4 419 | 485 | 19 560 | 13 646 | 4 250 | 403 | 18 299 | |
| Land and buildings | 26 563 | 10 910 | 6 365 | 43 838 | 26 151 | 10 868 | 2 922 | 39 941 | |
| Industrial plant and other | 164 669 | 55 599 | 12 178 | 232 446 | 157 692 | 55 500 | 9 391 | 222 583 | |
| Construction work in progress | 2 619 | 18 | - | 2 637 | 5 351 | 22 | 1 403 | 6 776 | |
| Advances and down payments | 152 | - | - | 152 | 168 | 12 | 4 | 184 | |
| Tangibles subtotal | 194 003 | 66 527 | 18 543 | 279 073 | 189 362 | 66 402 | 13 720 | 269 484 | |
| Gross values | 208 659 | 70 946 | 24 987 | 304 592 | 203 008 | 70 652 | 19 341 | 293 001 | |
| Accumulated amortisation / depreciation | 159 762 | 55 141 | 10 425 | 225 328 | 148 613 | 50 995 | 8 749 | 208 357 | |
| Net values | 48 897 | 15 805 | 14 562 | 79 264 | 54 395 | 19 657 | 10 592 | 84 644 | |
| Period's expenses | 11 607 | 4 971 | 993 | 17 571 | 5 186 | 2 998 | 5 188 | 13 372 |
(1) concerns PCM Group UK Ltd., Amik Oilfield Equipment & Rentals Ltd. and Sydex Srl
18.6. Consolidated turnover by geographical segment
| 31.12.2016 | 31.12.2015 | |||||
|---|---|---|---|---|---|---|
| France | 62 221 | 31,7% | 64 799 | 31,3% | ||
| . Germany | 32 809 | 32 310 | ||||
| . Other European Union countries | 37 646 | 33 588 | ||||
| . Other European countries | 4 524 | 1 349 | ||||
| . America | 23 977 | 30 690 | ||||
| . Other areas | 35 156 | 44 134 | ||||
| Foreign countries | 134 112 | 68,3% | 142 071 | 68,7% | ||
| Total | 196 333 | 100,0% | 206 870 | 100,0% |
Note 19 : Research and development
Research and development expenses for the entire Group amounted to €4.080 million, €1.563 million of which were capitalized in accordance with IAS 38.
Note 20: Financial instruments
| 31.12.2016 | Breakdown by category of instruments (1) | ||||||
|---|---|---|---|---|---|---|---|
| Value in balance sheet |
Fair value | Fair value through profit/loss |
Assets held for sale | Loans, receivables and other liabilities |
Liabilities at amortized cost |
Derivatives | |
| - Long-term financial assets | 1 492 | 1 492 | - | - | 1 492 | - | - |
| - Trade accounts receivable | 74 317 | 74 317 | - | - | 74 317 | - | - |
| - Other receivables | 6 001 | 6 001 | - | - | 6 001 | - | - |
| - Current financial assets | 41 387 | 41 387 | 41 270 | - | 117 | - | - |
| - Cash and cash equivalents | 106 992 | 106 992 | 106 992 | - | - | - | - |
| Assets | 230 189 | 230 189 | 148 262 | - | 81 927 | - | - |
| - Long-term financial liabilities | 21 946 | 21 946 | - | - | - | 21 946 | - |
| - Trade accounts payable | 21 437 | 21 437 | - | - | 21 437 | - | - |
| - Payable to fixed asset suppliers | 1 108 | 1 108 | - | - | 1 108 | - | - |
| - Other payables | 76 824 | 76 824 | - | - | 76 824 | - | - |
| - Current financial liabilities | 18 736 | 18 736 | - | - | - | 18 104 | 632 |
| Liabilities | 140 051 | 140 051 | - | - | 99 369 | 40 050 | 632 |
(1) No reclassification between categories of financial instruments has been performed during the accounting year.
| 31.12.2015 | Breakdown by category of instruments (1) | ||||||
|---|---|---|---|---|---|---|---|
| Value in balance sheet |
Fair value | Fair value through profit/loss |
Assets held for sale | Loans, receivables and other liabilities |
Liabilities at amortized cost |
Derivatives | |
| - Long-term financial assets | 1 534 | 1 534 | - | - | 1 534 | - | - |
| - Trade accounts receivable | 48 406 | 48 406 | - | - | 48 406 | - | - |
| - Other receivables | 8 819 | 8 819 | - | - | 8 819 | - | - |
| - Current financial assets | 26 778 | 26 778 | 26 650 | - | 128 | - | - |
| - Cash and cash equivalents | 104 604 | 104 604 | 104 604 | - | - | - | - |
| Assets | 190 141 | 190 141 | 131 254 - | 58 887 | - | - | |
| - Long-term financial liabilities | 16 473 | 16 473 | - | - | - | 16 473 | - |
| - Trade accounts payable | 23 485 | 23 485 | - | - | 23 485 | - | - |
| - Payables to fixed asset suppliers | 1 136 | 1 136 | - | - | 1 136 | - | - |
| - Other payables | 60 510 | 60 510 | - | - | 60 510 | - | - |
| - Current financial liabilities | 24 441 | 24 441 | - | - | - | 24 250 | 191 |
| Liabilities | 126 045 | 126 045 | - | - | 85 131 | 40 723 | 191 |
(1) No reclassification between categories of financial instruments has been performed during the accounting year.
The fair value of "cash and cash equivalents" is the same as their book value owing to their very short-term maturity. "Current financial assets" recognised at fair value through profit and loss corrrespond to term deposits reclassified owing to their not being included in cash.
Financial assets and liabilities classified as "loans, receivables and other liabilities":
-
"long-term financial assets" and "current financial assets" are valued at amortized costs;
-
the fair value of "trade accounts receivable" and "other receivables", as well as "trade accounts payable", "payables to fixed assets suppliers" and "other payables" is the same as their balance sheet value, including possible depreciations, owing to their very short settlement times.
"Long-term financial liabilities" and "current financial liabilities" are valued at amortized cost, calculated using the effective interest rate (EIR).
Derivative instruments mean financial tools used by the company for hedging currency risks. Foreign exchange contracts consist of forward purchases and sales of foreign currencies.
MANAGING FINANCIAL RISKS
Apart from its variable-rate loans, the Group has no significant market risks on its financial debt and receivables or its short-term investments. The Group's short-term investments portfolio primarily includes monetary investments. The Group has some partially share-backed short-term investments but the overall risk of loss in value is negligible given the very short time they are held and the garantees provided. The return on them is comparable to market rates.
The Group is exposed to some foreign exchange risk on its exports. When they are significant, they are generally covered by foreign exchange hedges transactions (purchases/sales in currency futures).
In the liquidity risk management framework and to finance development projects, the Group is pursuing a proactive refinancing and prudent cash management policy. On 31 December 2016, the net financial position was positive and amounts to €107 697 K.
Additional information on how the Group manages risk is provided in the operating and financial review.
FINANCIAL INSTRUMENTS - FAIR VALUE HIERARCHY
Financial instruments estimated at fair value are level 1 (market exchange prices).
Note 21: Rental and lease agreements
| Total future payments |
Discounted value |
Net underlying value |
Currency | Average residual duration |
< 1 year | > 1 yr < 5 yr |
> 5 yr | Rate of interest |
Discount rate | |
|---|---|---|---|---|---|---|---|---|---|---|
| Type of contract | ||||||||||
| Rental - for operations | 1 284 | 1 255 | Euro | 4 ans | 608 | 485 | 191 | n/a | 1,50% | |
| Rental - non-operating | 961 | 942 | Euro | 2 ans | 499 | 354 | 108 | n/a | 1,50% | |
| Finance leases | 6 441 | 6 277 | 12 875 | Euro | 4 ans | 2 003 | 3 571 | 867 | 2,30% | 1,50% |
Rental agreements are straightforward agreements for periods of 3 to 10 years.
"For operations" primarily includes the renting of storage space and handling equipment.
"Non-operating" primarily includes computing hardware, office equipment and company vehicules.
Most of the finance leases are on production equipment (presses, plant).
An expense of approximately €1.2 million was recognised in 2016 for straightforward rental agreements.
Note 22 : Managers' remuneration
| 2016 | 2015 | |
|---|---|---|
| Short-term benefits (excluding social security charges) | 614 | 953 |
| Social security charges | 193 | 276 |
| Total | 807 | 1 229 |
Corporate officers have no specific retirement plan. Remuneration includes gross salary, premiums, fringe benefits and directors' fees. Managers include members of the Board of Directors and Gévelot S.A.'s Senior Management.
Note 23 : Average headcount
| 2016 | 2015 | |
|---|---|---|
| Managerial and executive | 259 | 248 |
| Supervisory, clerical and blue-collar | 998 | 1 057 |
| Total | 1 257 | 1 305 |
| Temporary workers | 111 | 96 |
Note 24 : Off-balance sheet commitments
Contractual obligations
| 2016 | 2015 | |
|---|---|---|
| Pledges, bonds and guarantees | 3 115 | 2 878 |
| Total | 3 115 | 2 878 |
Commitments received
| 2016 | 2015 | |
|---|---|---|
| Pledges, bonds and guarantees | - | - |
| Total | - | - |
Note 25: Affiliated companies
Transactions with affiliates who are natural persons (directors, corporate officers and their relatives) are insignificant.
Note 26: Fees of Auditors and members of their network
| PRICEWATERHOUSECOOPERS | C.R.E.A. | ||||||
|---|---|---|---|---|---|---|---|
| (in euros) | 2016 | 2015 | 2016 | 2015 | |||
| Amount % |
Amount | % | Amount | % | Amount | % | |
| Audit | |||||||
| Auditing, certification, review of | |||||||
| individual and consolidated financial statements | 121 610 100% | 119 661 | 100% | 101 500 100% | 106 500 | 100% | |
| Issuer | 59 500 49% |
58 500 | 49% | 59 500 | 59% | 58 500 | 55% |
| Fully consolidated subsidiaries | 62 110 51% |
61 161 | 51% | 42 000 | 41% | 48 000 | 45% |
| Services directly relating to | |||||||
| audit engagements | - - |
- | - | - | - | - | - |
| Issuer | - - |
- | - | - | - | - | - |
| Fully consolidated subsidiaries | - - |
- | - | - | - | - | - |
| Subtotal | 121 610 100% | 119 661 | 100% | 101 500 100% | 106 500 | 100% | |
| Other services rendered | |||||||
| Legal, fiscal, social | - - |
- | - | - | - | - | - |
| Other | - - |
- | - | - | - | - | - |
| Subtotal | - - |
- | - | - | - | - | - |
| Total | 121 610 100% | 119 661 | 100% | 101 500 100% | 106 500 | 100% |
Rapport des Commissaires aux Comptes sur les Comptes Consolidés
Exercice clos le 31 décembre 2016
Aux Actionnaires Gévelot S.A. 6, boulevard Bineau 92300 Levallois-Perret
En exécution de la mission qui nous a été confiée par votre assemblée générale, nous vous présentons notre rapport relatif à l'exercice clos le 31 décembre 2016, sur :
- le contrôle des comptes consolidés de la société GEVELOT SA, tels qu'ils sont joints au présent rapport ;
- la justification de nos appréciations ;
- la vérification spécifique prévue par la loi.
Les comptes consolidés ont été arrêtés par le conseil d'administration. Il nous appartient, sur la base de notre audit, d'exprimer une opinion sur ces comptes.
I - Opinion sur les comptes consolidés
Nous avons effectué notre audit selon les normes d'exercice professionnel applicables en France ; ces normes requièrent la mise en œuvre de diligences permettant d'obtenir l'assurance raisonnable que les comptes consolidés ne comportent pas d'anomalies significatives. Un audit consiste à vérifier, par sondages ou au moyen d'autres méthodes de sélection, les éléments justifiant des montants et informations figurant dans les comptes consolidés. Il consiste également à apprécier les principes comptables suivis, les estimations significatives retenues et la présentation d'ensemble des comptes. Nous estimons que les éléments que nous avons collectés sont suffisants et appropriés pour fonder notre opinion.
Nous certifions que les comptes consolidés de l'exercice sont, au regard du référentiel IFRS tel qu'adopté dans l'Union européenne, réguliers et sincères et donnent une image fidèle du patrimoine, de la situation financière, ainsi que du résultat de l'ensemble constitué par les personnes et entités comprises dans la consolidation.
II - Justification des appréciations
En application des dispositions de l'article L. 823-9 du code de commerce relatives à la justification de nos appréciations, nous portons à votre connaissance les éléments suivants :
Comme la note 1.2.4 de l'annexe le précise, le groupe procède à des tests de valeur au moins une fois par an pour les actifs non financiers ayant une durée de vie indéterminée et les goodwill et, lorsqu'apparaissent des indices de perte de valeur, pour les autres actifs amortissables. La valeur recouvrable de ces actifs, regroupés par unité génératrice de trésorerie, est comparée à leur valeur nette comptable. En 2016, les tests ainsi réalisés ont conduit à constater une dépréciation à hauteur de 8,1 M€ affectée aux actifs industriels de Gévelot Extrusion et de Dold (note 4.3 de l'annexe). Dans le cadre de notre appréciation des estimations significatives retenues pour l'arrêté des comptes, nous avons vérifié la conformité de l'approche adoptée avec le référentiel IFRS ainsi que la correcte application des modalités de mise en œuvre des tests de perte de valeur décrites dans l'annexe. Nous avons également examiné la documentation disponible comprenant notamment les prévisions de flux de trésorerie et les autres hypothèses retenues.
La Note 1.B. Faits significatifs de l'annexe précise les traitements comptables retenus consécutivement à la renégociation d'un contrat de fournitures. Dans le cadre de notre appréciation des principes comptables suivis par votre société, nous nous sommes assurés du caractère approprié des traitements comptables ainsi exposés et de la pertinence des informations fournies à ce titre dans les notes aux états financiers.
Les appréciations ainsi portées s'inscrivent dans le cadre de notre démarche d'audit des comptes consolidés, pris dans leur ensemble, et ont donc contribué à la formation de notre opinion exprimée dans la première partie de ce rapport.
III - Vérification spécifique
Nous avons également procédé, conformément aux normes d'exercice professionnel applicables en France, à la vérification spécifique prévue par la loi des informations relatives au groupe, données dans le rapport de gestion.
Nous n'avons pas d'observation à formuler sur leur sincérité et leur concordance avec les comptes consolidés.
Fait à Neuilly-sur-Seine et Paris, le 27 avril 2017
Les Commissaires aux Comptes
PricewaterhouseCoopers Audit CREA Yan Ricaud Bernard Roussel
Individual Financial Statements at 31 December 2016
Balance sheet at 31 December 2016
| Gross amount at 31.12.2016 26 26 2 635 14 754 186 - - 17 575 |
Amortisation or Depreciation 24 24 157 9 651 108 - - 9 916 |
Net amount at 31.12.2016 2 2 2 478 5 103 78 - - 7 659 |
Net amount at 31.12.2015 4 4 2 480 5 334 97 11 - 7 922 |
|---|---|---|---|
| 10 588 | 42 985 | 38 455 | |
| - | 1 | 4 044 | |
| - | 241 | 261 | |
| - | 10 318 | 10 317 | |
| 64 133 | 10 588 | 53 545 | 53 077 |
| 81 734 | 20 528 | 61 206 | 61 003 |
| - | - | - | - |
| - | 180 | 69 | |
| - | 5 835 | 5 109 | |
| 47 970 | 47 970 | 42 600 | |
| - | 12 820 | 10 667 | |
| - | 29 | 18 | |
| - | 66 834 | 58 463 | |
| - | - | - | - |
| 148 568 | 20 528 | 128 040 | 119 466 |
| 53 573 | 1 241 10 318 180 5 835 12 820 29 66 834 |
| (1) < 1 year | 27 | 33 |
|---|---|---|
| (2) > 1 year | 852 | 900 |
| (3) including treasury shares | 10 309 | 10 308 |
| Before allocation | After allocation | |||
|---|---|---|---|---|
| LIABILITIES | Net amount | Net amount | Net amount | Net amount |
| (in thousands of euros) | at | at | at | at |
| 31.12.2016 | 31.12.2015 | 31.12.2016 (a) | 31.12.2015 (b) | |
| EQUITY (I) | ||||
| Capital | 31 262 | 31 262 | 31 262 | 31 262 |
| Paid-in-capital | - | - | - | - |
| Revaluation adjustments | - | - | - | - |
| Reserves | ||||
| . Legal reserve | 3 184 | 3 184 | 3 184 | 3 184 |
| . Other | 57 000 | 11 108 | 57 000 | 57 000 |
| Retained earnings | 9 735 | 30 | 17 328 | 9 604 |
| Net income (loss) of period | 9 070 | 57 074 | ||
| Subtotal : net position | 110 251 | 102 658 | 108 774 | 101 050 |
| Investment grant | - | - | - | - |
| Regulated provisions | 3 565 | 3 349 | 3 565 | 3 349 |
| Total Equity (I) | 113 816 | 106 007 | 112 339 | 104 399 |
| PROVISIONS (II) | ||||
| Contingency provisions | - | - | - | - |
| Loss provisions | 11 383 | 10 975 | 11 383 | 10 975 |
| Total Provisions (II) | 11 383 | 10 975 | 11 383 | 10 975 |
| LIABILITIES (III) (1) | ||||
| Loans and debt with lending institutions (2) | 2 | 3 | 2 | 3 |
| Other borrowing and financial debt | 379 | 373 | 379 | 373 |
| Advances and down payments received on current orders | - | - | - | - |
| Trade accounts payable | 102 | 131 | 102 | 131 |
| Tax and welfare liabilities | 1 061 | 159 | 1 061 | 159 |
| Liabilities on fixed assets and related accounts | 3 | 11 | 3 | 11 |
| Other liabilities | 1 259 | 1 789 | 2 736 | 3 397 |
| Prepaid income | 35 | 18 | 35 | 18 |
| Total Liabilities (III) | 2 841 | 2 484 | 4 318 | 4 092 |
| Unrealized foreign exchange gains (IV) | - | - | - | - |
| Grand total (I + II + III +IV) | 128 040 | 119 466 | 128 040 | 119 466 |
| (1) > 1 year | 379 | 378 | 379 | 378 |
| < 1 year | 2 462 | 2 106 | 3 939 | 3 714 |
| (2) including cash credits and bank credit balances | 2 | 3 | 2 | 3 |
a) After appropriation submittted to the Annual General Meeting of 15 June 2017
b) After appropriation decided by the Annual General Meeting of 16 June 2016.
2016 Income Statement
| INCOME STATEMENT | ||
|---|---|---|
| (in thousands of euros) | 2016 | 2015 |
| OPERATING REVENUE (I) | ||
| Rendering of services | 2 285 | 2 493 |
| Net turnover | 2 285 | 2 493 |
| Other income Total operating revenue (I) (1) |
438 2 723 |
435 2 928 |
| OPERATING EXPENSES (II) | ||
| Other purchases and external charges | 736 | 779 |
| Taxes | 494 | 541 |
| Wages and salaries | 501 | 553 |
| Social security charges | 236 | 252 |
| Amortisation expenses on fixed assets | 261 | 266 |
| Depreciation expenses on fixed assets | - | |
| Other charges | 70 | 70 |
| Total operating expenses (II) (2) | 2 298 | 2 461 |
| 1 - OPERATING INCOME (LOSS) (I - II) | 425 | 467 |
| FINANCIAL INCOME (III) | ||
| From minority interests (3) | 6 002 | 57 003 |
| Other interests and comparable income (3) | 385 | 203 |
| Excess provisions charged and expense transfers | - | - |
| Foreign exchange gains | 581 | 313 |
| Net gains from sales of short-term investments | - | 1 |
| Total financial income (III) | 6 968 | 57 520 |
| FINANCIAL EXPENSES (IV) | ||
| Amortisation and depreciation expenses | - | 661 |
| Interest expense (4) | - | - |
| Foreign exchange losses | - | 124 |
| Total finance costs (IV) | 0 | 785 |
| 2 - RESULTS OF OPERATIONS (III - IV) | 6 968 | 56 735 |
| 3 - OPERATING INCOME (LOSS) (I - II) + (III - IV) | 7 393 | 57 202 |
| UNUSUAL GAINS (V) | ||
| Unusual gains in operations | 16 | 135 |
| Unusual gains from sales of assets and other capital transactions | 9 | 1 231 |
| Excess provisions charged and expense transfers | 61 | 213 |
| Total unusual gains (V) | 86 | 1 579 |
| UNUSUAL EXPENSES (VI) | ||
| Unusual expenses in operations | - | 731 |
| Unusual expenses from sales of assets and other capital transactions | 7 | 1 262 |
| Unusual amortisation and provisions expenses | 685 | 716 |
| Total unusual expenses (VI) | 692 | 2 709 |
| 4 - UNUSUAL ITEMS (V - VI) | (606) | (1 130) |
| Income tax (VII) | (2 283) | (1 002) |
| Total income (I + III + V) | 9 777 | 62 027 |
| Total expenses (II + IV + VI + VII) | 707 | 4 953 |
| 5 - PROFIT | 9 070 | 57 074 |
| (1) Including operating revenue relating to prior periods | (13) | (14) |
| (2) Including operating expenses relating to prior periods | (8) | (16) |
(3) Including income concerning affiliated companies 6 017 57 026
(4) Including interest concerning affiliated companies
- -
Cash flow statement 2016
| CASH FLOWS | ||
|---|---|---|
| (in thousands of euros) | 2016 | 2015 |
| OPERATING ACTIVITIES | ||
| Net income (loss) | 9 070 | 57 074 |
| Elimination of expenses and income not affecting cash or relating to operations: | ||
| - Amortization and depreciation | 261 | 927 |
| - Provisions | 624 | 503 |
| - Capital gains, net of taxes | (1) | 30 |
| Cash flows from operations | 9 954 | 58 534 |
| - Change in inventories | - | - |
| - Change in clients | (111) | 605 |
| - Change in suppliers | (29) | (52) |
| - Other variations | (348) | (1 357) |
| Change in working capital requirement | (488) | (804) |
| NET CASH FLOWS FROM OPERATING ACTIVITIES | 9 466 | 57 730 |
| INVESTING ACTIVITIES | ||
| - Acquisitions of intangible and tangible capital assets | (3) | (12) |
| - Acquisitions of and increases in long-term investments | (501) | (13 979) |
| Subtotal | (504) | (13 991) |
| - Disposals of intangible and tangible capital assets | 8 | 2 |
| - Sales of and reductions in financial assets | 33 | 1 437 |
| Subtotal | 41 | 1 439 |
| Net investments of period | (463) | (12 552) |
| Change in working capital requirement | (8) | 6 |
| NET CASH FLOWS FROM INVESTING ACTIVITIES | (471) | (12 546) |
| FINANCING ACTIVITIES | ||
| - Capital increases (reductions) | - | - |
| - Dividends allocated to the company's shareholders | (1 477) | (1 608) |
| - Other distributions | - | - |
| Total | (1 477) | (1 608) |
| - Changes in loans and financial liabilities | 6 | (18) |
| - Change in working capital requirement | - | - |
| NET CASH FLOWS FROM FINANCING ACTIVITIES | (1 471) | (1 626) |
| NET CHANGE IN CASH POSITION | 7 524 | 43 558 |
| Cash position on opening | 53 264 | 9 706 |
| Cash position on closing | 60 788 | 53 264 |
| 7 524 | 43 558 |
Notes to the Individual Financial Statements at 31 December 2016
These notes supplement and comment on the balance sheet prior to appropriation for period ending 31 December 2016, totaling 128,040,038.65 euros and the period's income statement, presented in list form, which totals 9,777,054.31 euros and shows a profit of 9,070,458.66 euros.
Notes 1 to 19 hereafter form an integral part of the annual financial statements (unless otherwise specified, all amounts are stated in thousands of euros).
The financial year is 12 months long and runs from 1 January 2016 to 31 December 2016.
These annual financial statements were drawn up by the Board of Directors on 13 April 2017.
Note 1 : Accounting principles and rules for establishing the annual financial statements
The financial statements were drawn up in accordance with the general principles of establishment and presentation of accounts defined by the French code of commerce and the ANC regulation no. 2016-07 of 4 November 2016 approved by Decree on 26 December 2016.
a) Main methods used
Intangible capital assets
Intangible capital assets comprise software which is amortised using the straight-line method over 3 to 15 years.
Tangible capital assets
Tangible capital assets are measured at their acquisition cost (purchase price plus costs excluding borrowing costs), except for assets acquired prior to 31 December 1976, which have been revalued in accordance with the law.
Since 1 January 2005, the company applied the regulations on assets with regard to the amortisation, depreciation (CRC regulation 2002-10) definition, measurement and recognition thereof (CRC regulation 2004-06).
Gévelot S.A., by way of exception to the general retrospective principle, has thus adopted the approach known as « reallocation of net carrying amounts », in accordance with the first-time adoption provisions of the new rules.
Impairment amortisation is calculated by the straight-line method according to the expected estimated useful life: it is based on the acquisition amount less the estimated residual value at the end of estimated useful life.
Estimated useful lives:
- office space: straight-line, 40 years,
- industrial buildings: straight-line, 50 years,
- other tangible capital assets: straight-line, 5 to 20 years.
Any components of the above and the methods applied are specified below:
- Buildings
- o Structural work: straight-line, 40 and 50 years,
- o Fit-outs and conversions: straight-line, 20 to 30 years,
- o Facade rendering: straight-line, 10 years,
- o Weatherproofing: straight-line, 20 years.
Impairment of assets
If there is any indication that an asset or group of assets has lost value, an impairment test is performed. An asset or group of assets is impaired if its net carrying amount exceeds its current value.
The current value of asset or group of assets is the higher of the value of its net selling price and that of the future economic benefits expected to be derived from use thereof.
Equity Investments
Equity Investments are recognised at acquisition cost or their contribution value, barring statutory revaluation.
The carrying amount is compared with the share of equity held in the company concerned.
If this share is lower than the carrying amount, an additional analysis is carried out to estimate the value in use of the equity interest according to its rate of return and future prospects. If the value in use thus measured is lower than the carrying amount of the equity interest in question, the difference between these two values is written down.
Other long-term investments
The treasury shares held by Gévelot S.A. as of December 31, 2016, amounted to 72 707 shares representing 8.14% of its share capital. They have been acquired under the authorization granted by the Combined General Meeting of October 15, 2015. They will be cancelled in accordance with the decision of this Combined General Meeting.
Since treasury shares are to be cancelled, no depreciation should be recorded.
Information on treasury shares at the close of the last two financial years:
| 2016 | 2015 | |
|---|---|---|
| Number of shares | 72 707 | 72 697 |
| (percentage of share capital) | (8.14%) | (8.14%) |
| Weighted average cost basis | € 141.79 | € 141.80 |
| Average share price (December) | € 139.98 | € 134,29 |
| Gross book value | € 10.3 M | € 10,3 M |
| Net book value | € 10.3 M | € 10,3 M |
Other asset components
On closing, the net carrying amount of asset components other than intangible and tangible capital assets is compared with their current value on the same date.
If this value is lower than the carrying amount, the difference is written down.
Short-term investments
These are measured at acquisition cost. If their liquidation or probable selling value on closing is lower, the difference is written down.
The market value of short-term investments at 31 December 2016, comprising bank term deposits and negotiable medium-term notes, totals € 48 million.
Investment grants
Investment grants are recorded at the date of the grant on the liability side of the balance sheet, in the item « Investment grants » which is part of equity. They are recorded as extraordinary result at the same rate as the allowances to amortisations on fixed assets, which they have contributed to finance.
Partial grants are reversed by an amount equal to the taxable amortisation expense allocated to the asset grant portion of the grant.
Regulated provisions
The regulated provisions stated in the balance sheet are capital cost allowances on intangible and tangible capital assets. They are offset in the income statement as unusual expenses and gains. Derogatory amortisations are mainly the result of a duration differential.
Provisions
Provisions cover specifically identified contingencies and losses identified in accordance with the general chart of accounts.
b) Tax integration
Since 1 January 1995, Gévelot S.A. has opted for a group taxation system whereby it is liable for tax on the group's income. Under tax integration agreements entered into with consolidated companies, each Company recognises the income tax expense as if there were no tax integration in place.
The Group comprises the Parent Company, Gévelot S.A., « head of group » and French subsidiaries: Gévelot Extrusion SA, PCM SA, PCM Europe SAS, PCM Manufacturing France SAS and PCM Technologies SAS.
Its income net of tax of € 2 283 K includes : - Gévelot S.A.'s income tax - € 563 K
- tax income relating to entitties included in the Group's tax integration system + € 2 846 K
Furthermore, an intra-group additional provision of €408K was recognised at 31 December 2016 for the probable return of the tax saving to the subsidiaries as part of this system.
c) Pensions
When employees retire, they are paid conventional or contractual retirement benefits. Most of the corresponding obligations are covered by insurance. The residual portion that is not covered is not recognised and is therefore stated as an off-balance sheet commitment.
d) Further information and events after the closing date
At the end of March 2017, 72 707 shares were held in treasury acquired at an overall average price of 141.79 euros.
The Board of Directors, on 13 April 2017, decided to reduce the share capital through the cancellation of treasury shares (8.1%). The resulting share capital of Gévelot stands at 28 717 500 €, comprising 820 500 shares, each with a par value of €35.
Note 2 : Capital assets and amortization
| Headings and items | Capital assets | Amortization and depreciation | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Gross | Increases Transfers Reductions | Gross Accumulated | Increases Reductions Accumulated | ||||||
| value at | value at | at the start | at | ||||||
| the start of | the end of | of | the end of | ||||||
| FY 2016 | FY 2016 | FY 2016 | FY 2016 | ||||||
| Intangible capital assets | |||||||||
| Concessions, patents, licences, | |||||||||
| trademarks, processes, | |||||||||
| rights and similar items | 26 | - | - | - | 26 | 22 | 2 | - | 24 |
| Total | 26 | - | - | - | 26 | 22 | 2 | - | 24 |
| Tangible capital assets | |||||||||
| Land | 2 635 | - | - | - | 2 635 | 155 | 2 | - | 157 |
| Buildings | 14 754 | - | - | - | 14 754 | 9 420 | 231 | - | 9 651 |
| Other tangible assets | 226 | 3 | 11 | (54) | 186 | 129 | 26 | (47) | 108 |
| Construction work in progress | 11 | - | (11) | - | - | - | - | - | - |
| Advances and down payments on tangible assets | - | - | - | - | - | - | - | - | - |
| Total | 17 626 | 3 | - | (54) | 17 575 | 9 704 | 259 | (47) | 9 916 |
| Long-term investments | |||||||||
| Minority insterests | 49 043 | - | 4 530 | - | 53 573 | 10 588 | - | - | 10 588 |
| Receivables attached to minority interests | 4 044 | 500 | (4 530) | (13) | 1 | - | - | - | - |
| Loans | 261 | - | - | (20) | 241 | - | - | - | - |
| Other long-term investments | 10 317 | 1 | - | - | 10 318 | - | - | - | - |
| Total | 63 665 | 501 | - | (33) | 64 133 | 10 588 | 0 | 0 | 10 588 |
On December 31, 2016 land and buildings corresponded to buildings intended for the use of offices for € 3 097 K or industrial centres for € 4 484 K, occupied by Gévelot S.A. or provided to its subsidiaries or third parties.
In accordance with the principle stated in Note 1, Gévelot S.A. compared the book value of the Equity Securities to the proportionate share of the equity of the concerned companies or to the value in use as the case may be. This analysis did not lead to any change in depreciation previously made.
The Gévelot Extrusion Extraordinary General Meeting of 3rd May 2016 decided on a capital increase of €4,530 K. Gévelot SA fully paid the entirety of this capital increase in cash from the current account.
Gévelot S.A. bought back 10 of its own shares for a total amount of € 1 K during the fiscal year 2016.
On 31 December 2016, Gévelot SA held 72 707 of its own shares for an acquisition cost of €10 309 K. These shares will be cancelled and have not been impaired although the average market price in December 2016 was 1% lower than the average acquisition cost.
Note 3 : Provisions
| Headings and items | Increases | Reductions | |||
|---|---|---|---|---|---|
| Amount | Amounts | Amounts | Amount | ||
| at the start | used | not used | at the end | ||
| of | during | during | of | ||
| 2016 | FY 2016 | FY 2016 | 2016 | ||
| Regulated provisions | |||||
| Capital cost allowances | 3 349 | 277 | (61) | - | 3 565 |
| Total | 3 349 | 277 | (61) | - | 3 565 |
| Contingency provisions | |||||
| Provisions for litigation | - | - | - | - | - |
| Total | - | - | - | - | - |
| Loss provisions | |||||
| Intercompany provision for tax refund | 10 775 | 408 | - | 11 183 | |
| deemed likely under the fiscal integration system | |||||
| Provision for taxes | 200 | - | - | 200 | |
| Total | 10 975 | 408 | 11 383 |
Note 4 : Maturity of receivables and liabilities
| Headings and items | Gross amount | Maturing | Maturing |
|---|---|---|---|
| at | in 1 year max | in over 1 year | |
| 31.12.2016 | |||
| Receivables | |||
| Receivables on capital assets | |||
| Receivables from equity investments | 1 | 1 | |
| Loans (1) | 241 | 27 | 214 |
| Other | 10 318 | - | 10 318 |
| Receivables from current assets | |||
| Trade receivables (2) | 180 | 180 | - |
| Other | 5 835 | 4 984 | 851 |
| Subscribed called-up capital not paid up | - | - | - |
| Prepaid expenses | 29 | 29 | |
| Total | 16 604 | 5 221 | 11 383 |
| Liabilities | |||
| Loans and debt with lending institutions (3) (4) | 2 | 2 | - |
| Other borrowing and financial debt (3) (5) | 379 | - | 379 |
| Trade accounts payable (6) | 102 | 102 | |
| Tax and welfare liabilities | 1 061 | 1 061 | - |
| Liabilities to fixed-asset suppliers (6) | 3 | 3 | - |
| Other liabilities (7) | 1 259 | 1 259 | - |
| Prepaid income | 35 | 35 | - |
| Total | 2 841 | 2 462 | 379 |
| (1) Loans granted in period | - |
|---|---|
| Loans recovered in period | 21 |
| (2) Including commercial paper | - |
| (3) Loans and financial liabilities taken out in period | 18 |
| Loans repaid and transferred in period | 13 |
| (4) including : | |
| - no more than two years initially | 2 |
| - over two years initially | - |
| (5) Liabilities maturing in over 5 years | 379 |
| (6) including commercial paper | - |
| (7) including to partners | - |
Note 5 : Items concerning affiliated companies
| . | I | $\sim$ | |
|---|---|---|---|
| Items | Net amount |
|---|---|
| at 31.12.2016 | |
| Advances and down payments on fixed assets | |
| Equity interests | 42 985 |
| Receivables from equity investments | 1 |
| Loans | - |
| Advances and down payments paid on orders (current assets) | - |
| Trade receivables | 114 |
| Other receivables | 4 702 |
| Subscribed called-up capital not paid up | - |
| Loans and debt with lending institutions | - |
| Other borrowing and financial debt | 346 |
| Advances and down payments received on current orders | - |
| Trade payables | 13 |
| Fiscal and welfare liabilities | - |
| Liabilities to fixed-asset suppliers | - |
| Other liabilities | 1 259 |
| Rendering of services | 2 180 |
| Other operating income | 411 |
| Other purchases and external charges | 23 |
| Other operating expenses | 70 |
| Income from equity interests | 6 002 |
| Other financial income | 15 |
| Financial costs | - |
Affiliates: These are companies that are fully consolidated, controlled entities under joint control and notable influence and company managers and the companies they control as well as close family members.
Note 6 : Revaluation
| Items | Change in revaluation reserve at 31.12.2016 | |||||
|---|---|---|---|---|---|---|
| Amount | Reductions | Other | Amount For the record | |||
| at the start | due to | changes | at the end | differences | ||
| of 2016 | disposals | of 2016 incorporated | ||||
| into capital | ||||||
| Land | - | - | - | - | - | |
| Equity interests | - | - | - | - | 2 222 | |
| Revaluation reserve (1976) | - | - | - | - | (2 222) | |
| Special revaluation reserve (1959) | - | - | - | - | (431) | |
| Free revaluation adjustment | - | - | - | - | - | |
| Other adjustments: Revaluation adjustments on capped assets | - | - | - | - | - | |
| Total | - | - | - | - |
Note 7 : Accrued income
| Amount of accrued income included in the following balance sheet items | Amount at 31.12.2016 |
|---|---|
| Receivables from equity investments | 1 |
| Trade receivables | 46 |
| Other receivables | 3 |
| Short-term investments | 238 |
| Total | 288 |
Note 8 : Accrued liabilities
| Amount | |
|---|---|
| Amount of accrued liabilities included in the following balance sheet items | at 31.12.2016 |
| Loans and liabilities with lending institutions | - |
| Trade payables | 4 |
| Tax and welfare liabilities | 50 |
| Total | 54 |
Note 9 : Prepaid expenses and income
| Amount at 31.12.2016 | ||||
|---|---|---|---|---|
| Expenses | Income | |||
| Expenses / Operating revenue | 29 | 35 | ||
| Expenses / Financial income | - | - | ||
| Expenses / Unusual gains | - | - | ||
| Total | 29 | 35 |
Note 10 : Composition of the share capital
| Number | Par value | |
|---|---|---|
| Shares making up the share capital at the start of financial year 2016 | 893 207 | 35,00 |
| Shares issued during the period | - | - |
| Shares repaid during the period | - | - |
| Shares cancelled during the period (see Note 2) | - | - |
| Change in par value through incorporation of reserves | - | - |
| Shares making up the share capital at the end of financial year 2016 | 893 207 | 35,00 |
Making a share capital of 31 262 245 euros
Note 11 : Statement of changes in net worth
| Equity in the closing balance sheet for period 2015 prior to income | |
|---|---|
| Appropriation of 2015 income at net worth by the Annual General meeting of 16 June 2016 | 55 466 |
| . 2015 Income 57 074 |
- |
| . Dividends paid (1 608) |
- |
| Equity on opening of period 2016 | 104 399 |
| Changes in period: | 347 |
| . Changes in premiums, reserves, retained earnings 131 |
- |
| . Changes in regulated provisions and investment grants 216 |
- |
| Equity in the closing balance sheet for period 2016 prior to income | 104 746 |
Note 12: Breakdown of net turnover
a) Breakdown by business segment
| Amount 2016 | Amount 2015 | |
|---|---|---|
| Rents | 1 489 | 1 547 |
| Services | 796 | 946 |
| Total | 2 285 | 2 493 |
b) Breakdown by geographical segment
| Amount 2016 | Amount 2015 | |
|---|---|---|
| France | 2 274 | 2 480 |
| Germany | 11 | 13 |
| Total | 2 285 | 2 493 |
Note 13: Unusual items
The main items included under this heading are:
| Headings | Amount 2016 | Amount 2015 |
|---|---|---|
| Intercompany provision for probable refund of tax savings to fully consolidated companies | (408) | (439) |
| Capital cost allowances | (216) | (226) |
| Retirement & layoff | - | (447) |
| Disposal gains / (losses) | 2 | (32) |
| Other items, net | 16 | 14 |
| Total | (606) | (1 130) |
Note 14: Income tax
Breakdown of income tax between operating income and unusual gains/losses is the following:
| Headings | Pre-tax income | Amount | Net income |
|---|---|---|---|
| (loss) | of income tax | (loss) | |
| at 31.12.2016 | for 2016 | at 31.12.2016 | |
| Operating income | 7 393 | 585 | 6 808 |
| Unusual gains/losses | (606) | (66) | (540) |
| Additional contribution on amounts paid out | - | 44 | (44) |
| Effect on consolidation for tax purposes | - | (2 846) | (2 846) |
| Total | 6 787 | (2 283) | 9 070 |
The tax rate is 33 1/3 % for 2016 and 2017, and 28 % from 2018 onwards.
The effect on the period's taxes of dispensatory tax assessments due to capital cost allowances is € 72 K (income).
Increase and decrease in the future tax debt
The future tax debt is € 1,001 K higher due to the reversal of capital cost allowances for € 3,565 K.
Note 15: Off-balance sheet commitments
| Amount | |
|---|---|
| at 31.12.2016 | |
| Contractual obligations: | |
| Liabilities for which the company has granted a guarantee | - |
| - on its own loans | - |
| - on loans taken out by subsidiaries | - |
| Leasing commitments including tax | 1 719 |
| Retirement commitments | - |
| Total | 1 719 |
| Commitments received: | - |
| Other | - |
| Total | - |
Leasing commitments:
| Headings | Real estate | Total |
|---|---|---|
| property | at 31.12.2016 | |
| Original values before tax | 1 400 | 1 400 |
| Amortisations | ||
| Prior fiscal years-to-date | - | - |
| Allowances of the fiscal year | - | - |
| Total | - | - |
| Fees paid before tax | ||
| Prior fiscal years-to-date | 349 | 349 |
| Fiscal year | 117 | 117 |
| Total | 466 | 466 |
| Fees remaining due before tax | ||
| At one year max | 117 | 117 |
| At more than one year and 5 years max | 469 | 469 |
| At more than 5 years | 706 | 706 |
| Total | 1 292 | 1 292 |
| Residual values before tax | ||
| At one year max | - | - |
| At more than one year and 5 years max | - | - |
| At more than 5 years | 140 | 140 |
| Total | 140 | 140 |
| Net charge for the fiscal year | 117 | 117 |
Retirement commitments (I.F.C.)
Retirement commitments are calculated for each category of staff: clerical, executive, according to length of service and average salary, social security charges included, using the method called "projected benefit obligation", in accordance with CNC Recommendation 2013- 02 dated 7 November 2013.
There is no commitment on 31 December 2016 as IFC corporate liabilities (€78 K) were totally covered by the value of funds on 31 December 2016 (€81 K) held by Axa France Vie as part of a contract to outsource a portion of these commitments.
Note 16: Managers' remuneration
The total remuneration of the management bodies is not provided as this would lead indirectly to giving individual compensation.
Note 17: Average headcount 2016
| Salaried staff |
Staff put at the disposal of the company |
|---|---|
| Managerial / executive staff 4 |
- |
| Supervisory, technical and clerical staff 1 |
- |
| Total 5 |
- |
Note 18: Consolidating company
Gévelot S.A. is the consolidating company of the Gévelot Group.
Note 19: Subsidiaries and minority interests at 31 December 2016
| Companies | Capital | Equity other than capital prior to appropriation of income |
Percentage of Carrying amount capital held (1) of equity interests |
Loans and Guarantees advances and pledges granted by given by the the company company |
Turnover Profit or excluding loss tax of the last of the last complete complete period |
Dividends received by the company during the |
||||
|---|---|---|---|---|---|---|---|---|---|---|
| Gross | Net | and not yet repaid |
period | |||||||
| A - SUBSIDIARIES (at least 50 % of the capital held by the company) |
||||||||||
| French subsidiaries | ||||||||||
| Gévelot Extrusion S.A. | 15 100 | 2 394 | 99,99 | 29 927 | 19 339 | - | - | 63 676 | 298 | - |
| 6, boulevard Bineau 92300 Levallois-Perret |
||||||||||
| PCM S.A. | 10 155 | 62 502 | 99,94 | 6 511 | 6 511 | - | - | 1 868 | 18 054 | 1 502 |
| 6, boulevard Bineau 92300 Levallois-Perret |
||||||||||
| Foreign subsidiaries (in thousands of euros) |
||||||||||
| Dold Kaltfliesspressteile GmbH Langenbacherstrasse 17/19 D-78147 Vöhrenbach (Germany) |
13 000 | 6 069 | 100,00 | 17 135 | 17 135 | - | - | 40 116 | 1 538 | 4 500 |
| B - MINORITY INTERESTS (10 to 50 % of the capital held by the company) |
- | - | - | - | - | - | - | - | - | - |
(1) Including consumption loans
Income and net worth
Net income (loss) of period and statement of changes in net worth
Net income (loss) of period
| Total in thousands of euros and in euros per share | 2016 | 2 015 | |
|---|---|---|---|
| Number of shares at 31 December | 893 207 | 893 207 | |
| Accrual-based income | K€ | 9 070 | 57 074 |
| € | 10.15 | 63.90 | |
| Changes in net worth excluding restructuring transactions | K€ | 347 | 255 |
| € | 0.39 | 0.29 | |
| Proposed dividend | K€ | 1 477 | 1 608 |
| € | 1.80 | 1.80 |
Statement of changes in net worth
| (in thousands of euros) | ||
|---|---|---|
| Equity in the closing balance sheet of 2015 prior to income | 48 933 | |
| Appropriation of 2015 income at net worth by the Annual General Meeting of 16 June 2016 | 55 466 | |
| . 2015 income | 57 074 | |
| . Dividends paid | (1 608) | |
| Equity at the start of 2016 | 104 399 | |
| Period change: | 347 | |
| . Changes in premiums, reserves, retained earnings | 131 | |
| . Changes in regulated provisions and investment grants | 216 | |
| Equity in the closing balance sheet of 2016 prior to income | 104 746 | |
| Appropriation of 2016 income at net worth submitted to the Combined General Meeting of 15 June 2017 | 7 593 | |
| . 2016 income | 9 070 | |
| . Proposed dividends | (1 477) | |
| Equity after proposed appropriation | 112 339 |
Financial income
The Company's financial income over the last five periods
(Articles 133, 135 and 148 of the Decree on companies)
| (in euros) | |||||
|---|---|---|---|---|---|
| Item | 2016 | 2015 | 2014 | 2013 | 2012 |
| I - CAPITAL AT END OF PERIOD | (**) | (*) | |||
| a) Share capital | 31 262 245.00 | 31 262 245.00 | 31 838 310.00 | 31 838 310.00 | 31 838 310.00 |
| b) Number of existing ordinary shares | 893 207 | 893 207 | 909 666 | 909 666 | 909 666 |
| c) Number of existing preferential dividend shares | |||||
| (without voting rights) | - | - | - | - | - |
| d) Maximum number of future shares to be created | |||||
| d.1 through bond conversion | - | - | - | - | - |
| d.2 by exercising subscription rights | - | - | - | - | - |
| II - PERIOD TRANSACTIONS AND INCOME (LOSS) | |||||
| a) Turnover excluding tax | 2 284 881.26 | 2 492 616.82 | 3 337 180.42 | 2 665 463.40 | 3 177 290.37 |
| b) Earnings before tax, employee profit-sharing, | |||||
| amortisation and provisions | 7 672 545.77 | 57 503 116.06 | 4 129 385.78 | 2 949 841.22 | 7 193 177.45 |
| c) Income tax | (2 283 981.00) | (1 001 998.00) | (1 820 881.00) | (616 963.00) | 601 839.00 |
| d) Employee profit-sharing in period | - | - | - | - | - |
| e) Earnings after tax, employee profit-sharing, | |||||
| amortisation and provisions | 9 070 458.66 | 57 074 060.85 | 375 269,16 | 277 367.33 | 53 108.48 |
| f) Distributed earnings | 1 476 900.00 | 1 476 900.00 | 1 607 772,60 | 1 619 020.80 | 1 637 398.80 |
| III - EARNINGS PER SHARE | |||||
| a) Earnings after tax, employee profit-sharing | |||||
| but before amortisation and provisions | 11.15 | 65.50 | 6.54 | 3.92 | 7.25 |
| b) Earnings after tax, employee profit-sharing, | |||||
| amortisation and provisions | 10.15 | 63.90 | 0.41 | 0.30 | 0.06 |
| c) Dividend allocated to each share | 1.80 | 1.80 | 1.80 | 1.80 | 1.80 |
| IV - PERSONNEL | |||||
| a) Average headcount of personnel employed during | |||||
| the period | 5 | 6 | 7 | 7 | 7 |
| b) Total payroll | 501 253.84 | 552 746.00 | 671 467.28 | 651 781.65 | 635 543.62 |
| c) Amounts paid out for the period's employee benefits | |||||
| (social security, community services, etc.) | 235 691.75 | 251 904.35 | 318 070.31 | 299 317.51 | 298 737.69 |
(*) In accordance with the eleventh resolution of the Combined Annual and Extraordinary General Meeting of 15 June 2012, a capital reduction of €87,500 through cancellation of the 2,500 treasury shares held by Gévelot S.A..
At the end of 2012, the share capital thus stands at €31,838,310 comprising 909,66 shares each with a par value of €35.
(**) In accordance with the decision of the Board of Directors of 15 October 2015 and under the autorisation given by the Combined Annual and Extraordinary General Meeting of 19 June 2014, a capital reduction of €576,065 through cancellation of the 16,459 treasury shares held by Gévelot S.A..
At the end of 2015, the share capital thus stands at €31,262,245 comprising 893,207 shares each with a par value of €35.
Rapport des Commissaires aux Comptes sur les Comptes Annuels
Exercice clos le 31 décembre 2016
Aux Actionnaires Gévelot S.A. 6, boulevard Bineau 92300 Levallois-Perret
En exécution de la mission qui nous a été confiée par votre assemblée générale, nous vous présentons notre rapport relatif à l'exercice clos le 31 décembre 2016, sur :
- le contrôle des comptes annuels de la société GEVELOT SA, tels qu'ils sont joints au présent rapport ;
- la justification de nos appréciations ;
- les vérifications et informations spécifiques prévues par la loi.
Les comptes annuels ont été arrêtés par le conseil d'administration. Il nous appartient, sur la base de notre audit, d'exprimer une opinion sur ces comptes.
I - Opinion sur les comptes annuels
Nous avons effectué notre audit selon les normes d'exercice professionnel applicables en France ; ces normes requièrent la mise en œuvre de diligences permettant d'obtenir l'assurance raisonnable que les comptes annuels ne comportent pas d'anomalies significatives. Un audit consiste à vérifier, par sondages ou au moyen d'autres méthodes de sélection, les éléments justifiant des montants et informations figurant dans les comptes annuels. Il consiste également à apprécier les principes comptables suivis, les estimations significatives retenues et la présentation d'ensemble des comptes. Nous estimons que les éléments que nous avons collectés sont suffisants et appropriés pour fonder notre opinion.
Nous certifions que les comptes annuels sont, au regard des règles et principes comptables français, réguliers et sincères et donnent une image fidèle du résultat des opérations de l'exercice écoulé ainsi que de la situation financière et du patrimoine de la société à la fin de cet exercice.
II - Justification de nos appréciations
En application des dispositions de l'article L. 823-9 du code de commerce relatives à la justification de nos appréciations, nous portons à votre connaissance l'élément suivant :
Votre Société détermine à chaque clôture la valeur d'inventaire de ses participations selon les méthodes décrites en note N°1a de l'annexe. Elle constitue, le cas échéant, une dépréciation lorsque cette valeur d'inventaire est inférieure à la valeur comptable.
Dans le cadre de notre appréciation des principes comptables suivis et des estimations significatives retenues pour l'arrêté des comptes, nous avons vérifié le caractère approprié des méthodes décrites dans l'annexe et nous nous sommes assurés de leur correcte application ainsi que du caractère raisonnable des estimations retenues pour leur mise en œuvre.
Les appréciations ainsi portées s'inscrivent dans le cadre de notre démarche d'audit des comptes annuels, pris dans leur ensemble, et ont donc contribué à la formation de notre opinion exprimée dans la première partie de ce rapport.
III - Vérifications et informations spécifiques
Nous avons également procédé, conformément aux normes d'exercice professionnel applicables en France, aux vérifications spécifiques prévues par la loi.
Nous n'avons pas d'observation à formuler sur la sincérité et la concordance avec les comptes annuels des informations données dans le rapport de gestion du conseil d'administration et dans les documents adressés aux actionnaires sur la situation financière et les comptes annuels.
En application de la loi, nous nous sommes assurés que les diverses informations relatives à l'identité des détenteurs du capital ou des droits de vote vous ont été communiquées dans le rapport de gestion.
Fait à Neuilly-sur-Seine et Paris, le 27 avril 2017
Les Commissaires aux Comptes
PricewaterhouseCoopers Audit C R E A
Yan RICAUD Bernard ROUSSEL
Rapport Spécial des Commissaires aux Comptes sur les Conventions Réglementées
Exercice clos le 31 décembre 2016
Aux Actionnaires, Gévelot SA 6, boulevard Bineau 92300 Levallois-Perret
En notre qualité de commissaires aux comptes de votre société, nous vous présentons notre rapport sur les conventions réglementées.
Il nous appartient de vous communiquer, sur la base des informations qui nous ont été données, les caractéristiques, les modalités essentielles ainsi que les motifs justifiant de l'intérêt pour la société des conventions dont nous avons été avisés ou que nous aurions découvertes à l'occasion de notre mission, sans avoir à nous prononcer sur leur utilité et leur bien-fondé ni à rechercher l'existence d'autres conventions. Il vous appartient, selon les termes de l'article R. 225-31 du code de commerce, d'apprécier l'intérêt qui s'attachait à la conclusion de ces conventions en vue de leur approbation.
Par ailleurs, il nous appartient, le cas échéant, de vous communiquer les informations prévues à l'article R.225-31 du code de commerce relatives à l'exécution, au cours de l'exercice écoulé, des conventions déjà approuvées par l'assemblée générale.
Nous avons mis en œuvre les diligences que nous avons estimé nécessaires au regard de la doctrine professionnelle de la Compagnie nationale des commissaires aux comptes relative à cette mission.
CONVENTIONS SOUMISES A L'APPROBATION DE L'ASSEMBLEE GENERALE
Nous vous informons qu'il ne nous a été donné avis d'aucune convention autorisée au cours de l'exercice écoulé à soumettre à l'approbation de l'assemblée générale en application des dispositions de l'article L. 225-38 du code de commerce.
CONVENTIONS DEJA APPROUVEES PAR L'ASSEMBLEE GENERALE
Nous vous informons qu'il ne nous a été donné avis d'aucune convention déjà approuvée par l'assemblée générale dont l'exécution se serait poursuivie au cours de l'exercice écoulé.
Neuilly-sur-Seine et Paris, le 27 avril 2017
Les Commissaires aux Comptes
PricewaterhouseCoopers Audit
C R E A
Yan Ricaud
Bernard Roussel
Rapport des Commissaires aux Comptes sur la réduction du capital
(Assemblée Générale Mixte du 15 juin 2017 – Douzième résolution)
Aux Actionnaires Gévelot S.A. 6, boulevard Bineau 92300 Levallois-Perret
En notre qualité de commissaires aux comptes de votre Société et en exécution de la mission prévue à l'article L.225-209 du Code de commerce en cas de réduction du capital par annulation d'actions achetées, nous avons établi le présent rapport destiné à vous faire connaître notre appréciation sur les causes et conditions de la réduction du capital envisagée.
Votre Conseil d'Administration vous propose de lui déléguer, pour une durée de 24 mois à compter du jour de la présente assemblée, tous pouvoirs pour annuler, dans la limite de 10 % du capital social, par période de 24 mois, les actions achetées au titre de la mise en œuvre d'une autorisation d'achat, par votre société, de ses propres actions, dans le cadre des dispositions de l'article du Code de commerce précité.
Nous avons mis en œuvre les diligences que nous avons estimé nécessaires au regard de la doctrine professionnelle de la Compagnie nationale des commissaires aux comptes relative à cette mission. Ces diligences conduisent à examiner si les causes et conditions de la réduction du capital envisagée, qui n'est pas de nature à porter atteinte à l'égalité des actionnaires, sont régulières.
Nous n'avons pas d'observation à formuler sur les causes et conditions de la réduction du capital envisagée.
Neuilly-sur-Seine et Paris, le 27 avril 2017
Les Commissaires aux Comptes
PricewaterhouseCoopers Audit
C R E A
Yan Ricaud
Bernard Roussel
I – ORDINARY RESOLUTIONS
First Resolution
The General Meeting, having listened to the Management Report from the Board of Directors and the Report from Statutory Auditors, approves these Reports in their entirety, as well as the 2016 annual Individual Financial Statements, showing a net profit of € 9,070,458.66.
Second Resolution
The General Meeting, having considered the Reports from the Board of Directors and Statutory Auditors, approves the annual Consolidated Accounts as presented, and showing for the fiscal year 2016 a consolidated net profit of €14.6 million.
Third Resolution
The General Meeting takes note of the Special Report from Statutory Auditors on regulated Agreements and Commitments mentioned in Article L.225-38 of the Commercial Code and approves the said operations.
Fourth Resolution
| The General Meeting decides to allocate | |
|---|---|
| the period's profit of € 9 070 458.66 | |
| plus the previous balance brought forward€ 9 734 608.28 | |
| constituting the distributable profit of € 18 805 066.94 | |
| as follows: | |
| . Dividend:€ 1 476 900.00 | |
| - € 1 476 900.00 | |
|---|---|
| . Balance brought forward | |
| after allocation: € 17 328 166.94 |
The dividend of €1.80 per Share, eligible for the 40% tax allowance intented for individual beneficiaries and mentioned in Article 158.3.2° of the General Tax Code, will be distributed as from 22 June 2017. It will be paid on the basis of 820,500 shares making up the share capital.
Pursuant to Article 243bis of the General Tax Code, it is recalled that the distribution of the following dividends was carried out in the past three fiscal years, these dividends being fully eligible for the 40% tax allowance mentioned in Article 158.3.2° of the General Tax Code:
| Fiscal Year | Net | Tax | Number of Shares | |
|---|---|---|---|---|
| Credit | served | total | ||
| 2013 | 1,80 | pm | 899 456 | 909 666 |
| 2014 | 1,80 | pm | 893 207 | 909 666 |
| 2015 | 1,80 | pm | 820 500 | 893 207 |
Fifth Resolution
The General Meeting discharges the Directors of the execution of their Mandate for the fiscal year 2016.
Sixth Resolution
Mr Mario MARTIGNONI's directorship being expired, the General Meeting renews his mandate for a period of three years until 2020 General Meeting that will be called to approve the accounts for the fiscal year 2019.
Seventh Resolution
Mrs Roselyne MARTIGNONI's directorship being expired, the General Meeting renews her mandate for a period of three years until 2020 General Meeting that will be called to approve the accounts for the fiscal year 2019.
Eighth Resolution
Mr Jacques FAY's directorship being expired, the General Meeting renews his mandate for a period of three years until 2020 General Meeting that will be called to approve the accounts for the fiscal year 2019.
Ninth Resolution
As the mission of PricewaterhouseCoopers Audit, the statutory auditors, has expired, the General Meeting renews its mission for six financial years, i.e. until the General Meeting in 2023 which shall decide on the accounts for financial year 2022.
An external auditor shall not be appointed to replace FIDEAC whose mission expires on the date of this General Meeting.
Tenth Resolution
As the mission of CREA, the statutory auditors, has expired, the General Meeting appoints RSM France as statutory auditors for six financial years, i.e. until the General Meeting in 2023 which shall decide on the accounts for financial year 2022.
An external auditor shall not be appointed to replace Cagnat & Associés whose mission expires on the date of this General Meeting.
Eleventh Resolution
Autorisation of a €13 million share buyback programme by the company in view of cancelling those shares within the limit of 10% of its share capital.
The Annual General Meeting, acting under the quorum and majority conditions required for Ordinary General Meetings, and having reviewed the Report of the Board of Directors, authorises the Board to allow the Company to purchase its own shares, in accordance with the provisions of Articles L. 225-209 et seq of the French Commercial Code and European Regulation N° 596/2014 of 16 December 2014.
This authorization is granted in order to enable the potential cancellation of any shares acquired, in accordance with the terms of the Twelfth Extraordinary Resolution contained in the agenda of this Annual General Meeting.
The purchase, sale or transfer transactions mentioned above may be performed by any means recognised in Law and by the regulations in force, including within the framework of negociated transactions or the acquisition of blocks.
These transactions can occur at any moment, including during a takeover bid on the company's shares pursuant to articles 231-38 and 231-40 of the General Regulation of the Financial Markets Authority.
The Annual General Meeting has set the maximum number of shares that may be acquired under the terms of the present Resolution at 10% of the Company's share capital as at the date of the present Meeting which corresponds to 82,050 shares, it being specified that the number of treasury shares must be taken into account in the context of the present authorisation, so that the Company complies at all times with the limits on treasury shares, which may not exceed 10% of the Share Capital. The Annual General Meeting has decided that the total amount dedicated to these acquisitions shall not exceed €13 million.
The Annual General Meeting grants the Board of Directors all powers necessary to perform the following tasks, with the option of delegation under the conditions scheduled in law:
-
to decide on the implementation of the present authorisation,
-
to place all stock market orders and enter into all agreements in accordance with the stock market regulations in force,
-
to make all declarations and to carry out all other formalities, including keeping records of share purchases and sales and, generally speaking, to do all that is necessary.
The Board of Directors shall inform the shareholders gathered together at the Annual General Meeting of all the transactions performed pursuant to the present resolution.
This autorisation is granted for a period of 18 months from the date of the present general meeting.
II – EXTRAORDINARY RESOLUTION
Twelfth Resolution
Authorisation given to the Board of Directors in order to cancel the Shares that the Company could have bought back under the Share Buyback Programs.
The General Shareholders' Meeting, considering the Report of the Board of Directors and the special Report of Statutory Auditors and ruling under the quorum ad majority conditions required for Extraordinary General Meetings, authorizes the Board of Directors, within the limits of 10% of Capital by periods of 24 months, to cancel in one or more occasions, at its sole decision, all or part of the own Shares that the Company owns or could own under Article 225-209 and to correlatively reduce the Authorized Capital.
All powers are conferred on the Board of Directors in order to carry out the authorized operations in accordance with this Resolution, impute on disposable premiums and reserves of its choice the difference between the surrender value of the cancelled Shares and their face value, modify the Statutes, reassign the fraction of the available legal reserve as a result of the capital reduction, file all declaration to the financial markets authority and carry out required formalities.
This authorization is granted for a period of 24 months from the date of this Meeting and is subject to the approval of the Eleventh Resolution.
Thirteenth resolution
Abolition of the double vote (Article 27 of the Articles of Association)
The General Meeting of Shareholders, having reviewed the report of the Board of Directors and ruling under the quorum and majority conditions required for Extraordinary General Meetings, resolves to amend paragraph 3, article 27, of the Articles of Association (Vote – Number of votes):
Former wording :
Voting rights attached to shares are proportional to the share of capital they represent. Each capital or dividend share is entitled to one vote. However, a double voting right conferred to other shares, with regard to the amount of capital they represent, is attributed:
a) to fully paid-up shares for which at least four years' nominative registration has been justified in the name of the same Shareholder,
b) to nominative bonus shares attributed to a Shareholder, in the case of a capital increase by incorporation of reserves, profits or issue premiums, on the basis of old shares for which they are entitled to this right.
Double voting rights cease in the cases provided for in the Law.
New wording :
Voting rights attached to shares are proportional to the share of capital they represent. Each share is entitled to one vote.
III – ORDINARY RESOLUTION
Fourteenth Resolution
To proceed with any publication and filing required by law, and generally to carry out any statutory formalities, all powers are vested in the holder of original or duplicated copies or excerpts of these resolutions.
Société Anonyme au capital de 28 717 500 euros Siège social, Direction et Administration : 6, boulevard Bineau 92300 Levallois-Perret 562 088 542 RCS Nanterre - SIRET N° 562 088 542 00369
www.gevelot-sa.fr