bilan - genoyer · provisions and deferred taxes 7,555 9,777 provisions for other liabilities and...
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BALANCE SHEET
ASSETS December 31, 2012
(in thousands of Euros) NoteGross amount Accumulated
depreciation
Net
amount
Net amount
Unpaid capital 11 - 11 12
Non-current assets 125,297 81,809 43,488 45,060
Goodwill 2.1 9,806 6,008 3,797 3,974
Intangible assets 2.2 5,138 4,308 829 674
Tangible assets 2.3 106,020 71,455 34,565 36,680
Financial assets 2.4 4,334 37 4,297 3,732
Inventories 68,460 2,078 66,382 74,383
Raw materials and supplies 21,977 532 21,445 22,327
Work in progress 8,112 - 8,112 12,482
Finished goods 19,170 762 18,408 18,921
Goods purchased for resale 19,201 785 18,417 20,653
Accounts receivable 103,238 869 102,369 94,977
Prepayments 1,066 - 1,066 690
Trade receivables 2.5 92,948 221 92,727 87,295
Other receivables 2.6 9,224 648 8,576 6,992
Other receivables and suspense accounts 5,254 - 5,254 4,307
Prepaid expenses 2,000 - 2,000 894
Deferred income tax assets 2.10 3,254 - 3,254 3,413
Cash and cash equivalents 2.7 43,347 - 43,347 33,838
TOTAL ASSETS 345,607 84,757 260,850 252,577
December 31, 2013
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LIABILITIES AND SHAREHOLDERS' EQUITYNote December 31, 2013 December 31, 2012
(in thousands of Euros)
Shareholders' equity - Group 2.8 158,713 143,725
Share capital 61,179 61,179
Merger reserve 18 18
Legal reserve 6,118 6,118
Consolidated reserves 76,463 64,998
Investment grants 139 162
Cumulative currency translation difference (774) (232)
Profit / (loss) for the period - Group share 15,570 11,481
Minority interests 2.8 (10) 25
Provisions and deferred taxes 7,555 9,777
Provisions for other liabilities and charges 2.9 5,616 8,267
Deferred income tax liabilities 2.10 1,939 1,510
Borrowings and financial debts 2.11 6,195 10,959
Current Liabilities 88,397 88,090
Advance payments received 8,340 9,537
Trade payables 2.12 62,984 63,029
Salaries, wages, related social items and other tax liabilities 7,568 7,686
Payables related to capital expenditure 1,085 552
Deferred revenue 25 5
Other payables and accruals 2.13 8,396 7,281
TOTAL LIABILITIES 260,850 252,577
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INCOME STATEMENT
(in thousands of Euros) Note December 31, 2013 December 31, 2012
Net Sales 3.1 321,195 304,255
Operating expenses
Purchases and changes in inventory of goods for resale (135,413) (118,328)
Raw materials used (58,643) (71,716)
Work in progress (4,614) 6,621
Personnel costs (40,634) (38,804)
Other purchases and external expenses (53,166) (54,260)
Taxes (other than on income) (2,680) (2,536)
Depreciation and amortization (5,431) (5,576)
Net change in provisions 3.2 2,711 (1,270)
Other profit / (loss) 3.3 (2,050) (1,844)
Operating profit 21,274 16,541
Net financial income / (loss) 3.4 54 (229)
Profit before income tax and exceptional items 21,328 16,313
Exceptional profit 3.5 939 602
Net current income tax profit / (expense) (5,767) (5,255)
Net deferred income tax profit / (expense) (559) 73
Net income tax profit / (expense) 2.10 (6,325) (5,181)
Profit before goodwill amortization 15,942 11,734
Goodwill amortization (273) (270)
Profit for the period 15,668 11,464
Minority interests 98 (17)
Profit for the period - Group share 15,570 11,481
EBITDA before restructuring, environment, health and safety costs 3.6 28,591 23,308
(In €)
Basic earnings per share 4.3 9,70 7,15
Diluted earnings per share 9,70 7,15
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STATEMENT OF CASH FLOWS
(in thousands of Euros) December 31, 2013 December 31, 2012
Profit / (loss) for the period 15,668 11,464
Non cash items for operating activities
Depreciation and changes in provisions 2,802 6,368
Goodwill amortization 273 270
Deferred income taxes 558 (73)
Net loss / (profit) on sale and disposal of fixed assets (960) (11)
Changes of interests on borrowings (110) (432)
Changes in working capital (986) (5,222)
Cash flows from operating activities 17,245 12,364
Investing activities
Purchase of intangible and tangible assets (7,248) (6,064)
Purchase of financial assets (99) (182)
Proceeds from the sale of intangible and tangible assets 4,530 247
Proceeds from the sale of financial assets 70 154
Acquisition of subsidiaries, net of cash acquired (241) (12)
Loans variation (354) -
Interest received (34) -
Investment grants received - 59
Changes in payables and receivables related to fixed assets 533 (381)
Cash flows from investing activities (2,843) (6,179)
Financing activities
New borrowings 1,055 750
Deposit received (8) -
Variation of shareholder's current account (4,324) (23,846)
Variation of other current accounts - 8,253
Repayments of borrowings (1,237) (367)
Increase in other short term debt (108) 10
Dividends paid - -
Cash flows from financing activities (4,621) (15,200)
Net cash flows 9,781 (9,015)
Effect on cash of changes in exchange rate (273) 45
Cash and cash equivalents at the beginning of the period 33,838 42,808
Cash and cash equivalents at the end of the period 43,347 33,838
Operating activities
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MAIN EVENTS
1. Changes in the scope of consolidation
o Liquidation and exit from consolidation of the Italian subsidiary Phoceenne SRL
o Acquisition of all minority interests of Nantong Colves fluid Control, a Chinese
company, allowing us to hold 100 % of the company. This subsidiary is not controlled
directly by Genoyer SA (subsidiary owned and controlled by Colves Fluid Control)
o In 2013 the Group extended its presence in Africa by creating a subsidiary in
Mozambique (99 % held).
2. Main events of the reporting period
2.a – Disposal of assets
Due to their distance from its center of activity and their remote strategic value, on
January 31, 2013. the Group authorized its Scottish subsidiary Munro & Miller Fittings
Limited to sell its main operating assets, including its business and all employees. On
February 14, 2013, Munro & Miller Fittings Ltd changed its name to Genoyer (Scotland)
Limited.
Following this disposal, and after the agreement received from the authorities, the
liabilities related to the company’s pension scheme have been transferred to another
of the group’s English subsidiaries (Fithandel)
2.b – Tax audit
On February 6, 2012 Genoyer SA received notice of a tax inspection relating to the
period January 1, 2009 to December 31, 2010, as well as to the amount of income tax
paid for the year ended December 31, 2008.
The inspection was completed during fiscal year 2013 on the reception of rectification
proposals by the French Authorities on October 24, 2013. In December, 2013 the
Company sent their comments, and on February 21, 2014 the Company received an
answer from the authorities. Disagreements are still ongoing; the company follows
procedure under the options when the case cannot be finalized at this stage.
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3. Events after the reporting period
Except for the points specified above (cf note”Tax audit”), no significant events took
place after the reporting period which call for recognition in the Financial Statements or
notes.
Heat treatment of forged products VILMAR (Vilcea – Romania)
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1. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Genoyer SA and its consolidated subsidiaries (hereafter referred to as the “Company”
or the “Group”) prepare consolidated financial statements in accordance with the
provisions of “Comité de la Règlementation Comptable” (CRC) regulation 99-02 and
generally accepted accounting principles in France.
The preparation of financial statements requires the Group to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements and the
reported amount of revenues and expenses during the period. Actual results may differ
from these estimates.
These financial statements are established in Euros.
The financial year beginning January 1, 2013 and ending December 31, 2013 is a period
of 12 months.
1.1 PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Genoyer SA and all of its
material subsidiaries. Subsidiaries are all entities over which the Company has the power
to govern the financial operating policies generally accompanying a shareholding of
more than one half of the voting rights. The financial year-end for all the companies
included within the scope of consolidation is December 31.
Subsidiaries are consolidated from the date on which control is transferred to the
Company. They cease to be consolidated from the end of the control date.
All intercompany balances and transactions between group companies are
eliminated. The exchange differences arising on foreign currency intercompany
transactions are included in the profit and loss account for the year.
The financial statements of the companies included in the consolidated financial
statements are prepared in accordance with the accounting principles generally
accepted in their respective countries. Some consolidation adjustments are recorded
so as to ensure that these financial statements comply with Group accounting
principles.
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1.2 GOODWILL
At the date of the acquisition of a subsidiary, identifiable assets acquired and liabilities
assumed are measured at their fair value. The excess of the cost of acquisition over the
fair value of net assets acquired is recorded as goodwill, recognized as an asset and
amortized over a maximum duration of twenty years.
At year-end, goodwill is tested for impairment whenever events or changes in
circumstances indicate the carrying value may not be recoverable. If the net carrying
value is higher than the recoverable value, which is the higher amount of the value in
use and the net market value, an impairment charge is recorded.
1.3 START UP COSTS
Start-up costs are expensed as incurred.
1.4 NON CURRENT ASSETS
1.4.1 INTANGIBLE ASSETS
Intangible assets are mainly composed of:
Software which is amortized over 3 or 5 years
Acquired goodwill which is amortized over 5 years
Right to use land which is amortized over 10 years
1.4.2 TANGIBLE ASSETS
In 1998, the Group carried out a revaluation of tangible assets on all subsidiaries. This
revaluation took place in relation to the change of ownership structure of Financière
Genoyer SA, shareholder of Genoyer SA. Technical and economic experts revalued the
tangible assets of the Group to their fair market value.
12
Tangible assets revalued in the context of the acquisition of the Group Genoyer were
depreciated over their estimated remaining useful lives, or generally according to the
following durations:
Buildings 10 years
Fixtures and fittings 10 years
Technical installations 10 years
Tools and machinery 5 to 10 years
Vehicles 3 years
Furniture and office equipement 3 years
The revalued tangible assets mainly relate to operations. Whenever events or changes
in circumstances indicate their carrying value may not be recoverable, an additional
impairment charge is recorded.
Other tangible assets are recognized at their historical cost. Components of tangible
assets except for land are depreciated on a straight-line basis over their estimated
useful lives, which, for the main categories, are as follows:
Buildings 20 years
Fixtures and fittings 10 years
Technical installations 5 to 15 years
Tools and machinery 5 to 15 years
Vehicles 4 to 5 years
Furniture and office equipement 3 to 10 years
Material capital expenditures purchased under a finance lease are recognized as an
asset and capitalized on the basis of the present value of the minimum lease payments.
They are depreciated over their estimated useful lives.
The Company incurs no significant inspection costs that may require a provision or a
component to be recognized.
1.4.3 INVESTMENTS
Entities over which the Group has no significant influence or control are recognized at
cost and not consolidated. A provision is recorded when the recoverable amount at
the balance sheet date is lower than the net carrying amount. The recoverable
amount is determined considering the share of net equity of the investment and its
anticipated future cash flows.
Entities for which consolidation is not significant or which are dormant or over which the
Group has no significant influence or control are not consolidated.
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1.5 INVENTORIES AND RECEIVABLES
Inventories of goods purchased for resale and raw materials are valuated item by item
at average weighted cost. Given the specific nature of the products sold by the
Company, aging has no effect on their net realizable value.
Inventories of work in progress and finished goods are carried at their cost price
including direct and indirect costs. This is to ensure that the manufacturing costs as
reflected as closely as possible.
The determination of the allowance against inventories is based on a classification of
inventories by category in compliance with the product and market expertise /
knowledge of the Group. If any risk is identified on the recoverability of an item, it is
classified within the relevant category, which will be impaired based on the analysis of
the product and market. The net book value equals the minimum scrap value.
Receivables are recognized at their nominal value and allowances are calculated on a
case by case analysis, excluding value added tax, depending on local regulation.
1.6 FOREIGN CURRENCY TRANSLATION
1.6.1 FOREIGN SUBSIDIARIES FINANCIAL STATEMENTS TRANSLATION
For the Company’s foreign subsidiaries and affiliates using a functional currency other
than Euros, assets and liabilities are translated into Euros using the year-end exchange
rate and revenues and expenses are translated into Euros at exchange rates which
approximate the average exchange rates during the period.
The resulting translation adjustments are recorded in a separate account of
shareholders’ equity as “Cumulative Currency Translation Difference”.
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1.6.2 TRANSACTIONS IN FOREIGN CURRENCIES
Transactions made by consolidated entities which are denominated in foreign
currencies are translated into the functional currency of the consolidated entities at the
exchange rate at the transaction date.
Payables and receivables in a currency other than the functional currency of an entity
of the Group are translated at the year-end exchange rate or at the hedging
exchange rate. Unrealized exchange gains and losses resulting from this translation are
recorded in profit and loss of the period:
- As operating profit for trading operations,
- As financial profit and loss for financing operations.
Payables or receivables of a consolidated entity, for which repayment is neither
planned nor likely to take place in the foreseeable future, are considered as a long-
term investment. The exchange difference relating to these payables or receivables is
accounted for directly in shareholders' equity.
1.6.3 FINANCIAL INSTRUMENTS
The Group uses financial instruments exclusively to hedge foreign exchange positions
on international operations. The Group hedges its foreign exchange positions by using
non-speculative forward exchange contracts. Hedged transactions are recorded at
their forward hedging exchange rate. Instruments qualifying under hedge accounting
criteria are recognized as off-balance sheet commitments until the hedged
transactions are completed.
Gas heater 25,000 Nm3 / hr. Genoyer SA division Piping Technologies (VITROLLES - FRANCE)
15
1.7 DEFERRED TAXES
Deferred income tax results from temporary differences between the carrying amounts
of assets and liabilities in the consolidated financial statements and their tax bases. The
deferred income tax is provided using the liability method, whereby deferred tax
balances are determined using tax rates (and laws) that have been enacted or
substantially enacted by the year-end closing date and are expected to apply when
the related deferred income tax asset is realized or the deferred income tax liability is
settled. Deferred income tax assets on tax losses and on temporary differences are
recognized to the extent that it is probable that future taxable profit will be available
against which these assets can be utilized.
1.8 RETIREMENT BENEFITS
As recommended by the “Conseil National de la Comptabilité” (CNC) regulation 2003
R-01, post retirement obligations are recognized in the balance sheet. A provision has
been estimated based on actuarial assumptions and analysis, and Group estimates
relating to employee turnover. Actuarial gains and losses are recognized directly in the
result of the period.
1.9 PROVISIONS FOR OTHER LIABILITIES AND CHARGES
Provisions for other liabilities and charges are recorded in accordance with CRC
regulation 2000-06 concerning liabilities.
Provisions are recorded to cover the liabilities and charges linked to known claims
which relate to past events. These provisions are calculated based on the Group’s best
estimate of the probable outflow of resources that will be required to settle the
obligation.
1.10 FINANCIAL BORROWING
Financial borrowings are stated at historical cost.
1.11 EARNING PER SHARE
“Basic earnings per share” are calculated by dividing “Profit for the period - Group
share” by the weighted average number of ordinary shares in issue during the year.
“Diluted earnings per share” are computed after taking into account equity instruments
issued by the Group.
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2. NOTES TO THE BALANCE SHEET
2.1 GOODWILL
Opening Changes Changes in Closing
31-déc.-12 consolidation scope 31-déc.-13
(in thousands of Euros)
Gross value 9,723 - 103 (20) 9,806
Amortization (5,749) (273) - 14 (6,008)
Net value 3,974 (273) 103 (6) 3,797
Other changes
(including
changes in
exchange rate)
2.2 INTANGIBLE ASSETS
Opening Additions Closing
31-déc.-12 31-déc.-13
(in thousands of Euros)
Gross value
Software 3,510 257 (3) - (3) 3,761
Acquired intangibles 68 - - - - 68
Other 1,340 2 (33) - - 1,309
Total 4,917 259 (36) - (3) 5,138
Amortization
Software 3,293 101 (3) - (3) 3,389
Acquired intangibles 68 - - - - 68
Other 883 2 (33) - - 852
Total 4,244 103 (36) - (3) 4,308
Net value 674 156 - - - 829
Other changes
(incl. changes in
exchange rate)
Disposals and
retirements
Changes in
consolidation
scope
17
2.3 TANGIBLE ASSETS
Opening Additions Closing
31-déc.-12 31-déc.-13
(in thousands of Euros)
Gross value
Land 4,516 - (1,023) - (41) 3,452
Buildings 30,413 686 (2,051) - 9 29,057
Plant and Equipment 68,182 3,587 (5,231) - 1,173 67,711
Other (including assets in progress) 4,997 2,716 (254) - (1,659) 5,801
Total 108,108 6,989 (8,559) - (518) 106,020
Amortization
Buildings 23,464 598 (191) - (4) 23,866
Plant and Equipment 45,622 4,564 (4,651) - (239) 45,296
Other 2,343 167 (181) - (35) 2,294
Total 71,429 5,328 (5,024) - (278) 71,455
Net value 36,680 1,661 (3,536) - (240) 34,565
including : Assets under capital
leases877 (162) - - - 715
Other changes
(incl. changes in
exchange rate)
Disposals
and
retirements
Changes in
consolidation
scope
The increase in buildings is mainly related to reorganizations of workshop or logistic
warehouses (at SBS and Vilmar).
The increase of material and tools for the year includes 339 thousand Euros of
acquisitions by BSL Pipes & Fittings, 1,736 thousand Euros of acquisitions by Vilmar and
875 thousand Euros of acquisitions by SBS.
The increases in tangible asset in progress is mainly relate to Vilmar and BSL.
The disposal of asset are mainly impacted by the sale of asset of Genoyer Scotland Ltd,
this represents a net book value of 3,498 thousand Euros.
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2.4 FINANCIAL ASSETS
Opening Additions Closing
31-déc.-12 31-déc.-13(in thousands of Euros)
Investments 3,381 - - - - 3,382
Loans - 374 (21) - 154 508
Deposits 388 99 (70) - (8) 410
Interest on loans - 34 - - - 34
Gross value 3,769 508 (90) - 147 4,334
Provisions 37 - (34) 34 - 37
Net value 3,732 508 (56) (34) 147 4,297
Other changes
(incl. changes in
exchange rate)
Disposals and
retirements
Changes in
consolidation
scope
The increase of financial asset is mainly related to loan contract with subsidiary
Phoceenne Nigeria, company integrated in equity method (i.e. information related to
consolidation scope).
Carrying amount of non-consolidated investments
Gross value Provision Net value % ownership
(in thousands of Euros)
Genoyer International 3,344 - 3,344 2%
Phoceenne Cameroun 2 (2) - 100%
Sitindustrie Tubes & Pipes 15 (15) - n.s.
Phoceenne Chili 11 (11) - 100%
Phoceenne Caracas 9 (9) - 100%
Lab Systems LLP - - - 50%
Phoceenne Mozambique - - - 49%
Vitjoint - - - n.c
TOTAL 3,382 (37) 3,344
Entities for which consolidation is not significant or which are dormant or over which the
Group has no significant influence or control are not consolidated.
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2.5 BREAKDOWN OF TRADE RECEIVABLES
(in thousands of Euros) 31-déc.-13 31-déc.-12
Trade receivables 92,667 86,969
Accrued income 4 367
Promissory notes 278 219
Gross value 92,948 87,555
Provision for doubtful accounts (221) (259)
Net value 92,727 87,295
Trade receivables are due within one year.
2.6 BREAKDOWN OF OTHER RECEIVABLES
(in thousands of Euros) 31-déc.-13 31-déc.-12
Suppliers - Credit notes 1,046 701
Receivables from sale of assets - -
Taxes to be recovered - Income Tax 589 260
Taxes to be recovered - VAT and other 3,893 4,395
Group tax consolidation receivables 608 24
Financial receivables - 1
Other receivables 3,088 1,757
Gross value 9,224 7,138
Provision on other receivables (648) (146)
Net Value 8,576 6,992
Other receivables are due within one year.
2.7 CASH AND CASH EQUIVALENTS
As at December 31, 2013 the cash and cash equivalents of the Group were mainly
composed of bank accounts. The Group does not hold any listed shares or any
financial investments.
In 2013, cash pooling has been put in place for Genoyer SA with the French subsidiaries
20
2.8 STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
Total
(in thousands of Euros)
Balance at December 31, 2011 61,179 - 6,118 52,471 12,532 127 (288) 132,139
Allocation of prior year earnings 12,532 (12,532) -
Profit for the period 11,481 11,481
Dividends distribution -
Change in grants received 35 35
Change in translation differences 69 69
Changes in the consolidation scope 13 (13) -
Merged profit 18 (18) -
Balance at December 31, 2012 61,179 18 6,118 64,998 11,481 162 (232) 143,725
Allocation of prior year earnings 11,481 (11,481) -
Profit for the period 15,570 15,570
Dividends distribution -
Change in grants received (23) (23)
Change in translation differences (555) (555)
Changes in the consolidation scope (15) 14 (1)
Merged profit -
Balance at December 31, 2013 61,179 18 6,118 76,463 15,570 139 (774) 158,713
Share
capital
Profit/(loss) for
the period
Consolidated
reserve
Investment
grants
Cumulative currency
translation
adjustment
Merger
reserve
Legal
Reserve
Changes in minority interests are as follows:
(in thousands of Euros) 2013 2012
Minority interests at January 1st 25 39
Profit/(Loss) for the period 98 (17)Change in translation differences (13) 2 Changes in the consolidation scope (120) 1
Minority interests at December 31 (10) 25
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2.9 PROVISIONS FOR OTHER LIABILITIES AND CHARGES
Opening Additions Closing
(in thousands of Euros)31-déc.-12 31-déc.-13
TOTAL 8,267 1,848 (3,819) (602) - (78) 5,616
Provisions for liabilities 4,587 1,560 (2,412) (598) - (25) 3,112
Provisions for claims and customer risk 4,246 1,445 (2,243) (598) - (25) 2,825
Provisions for restructuring 341 115 (169) - - - 287
Provisions for other risks - - - - - - -
Provisions for charges 3,680 288 (1,407) (4) - (53) 2,505
Provisions for pension liabilities and
jubilees 3,332 288 (1,366) (4)-
(50) 2,201
Other provisions for charges 348 - (41) - - (4) 303
Operating profit (2,572)
Financial income -
Extraordinary items -
Impact on net income (2,572)
Other changes
(incl. changes in
exchange rate)
Change in
consolidation
scope
Unused
amounts
reversed
Used during
the period
The amount booked regarding Fithandel (Munro & Miller in 2012) pension obligation,
equals the difference between the fair value of the plan assets and the actual value of
the obligations as displayed below:
(in thousands of Euros) 31.12.2013 31.12.2012
Fair value of the assets 7 126 5 683
Actual value of the pension plan 6 711 6 964
Benefit (Deficit) of the plan 414 (1 281)
Regarding 2013 the plans have seen a profit, so we have not booked any provision for
this year.
These elements do not have to be settled in the short or medium term and their
valuations are likely to change before they are settled.
The main actuarial assumptions used to calculate the pension obligations are as
follows : UK France (a) Germany Romania
Inflation rate 3,30% 1,10% 2,00% 3,20%
Discount rate 4,40% 3,40% 3,50% 4,20%
Turnover rate n.a. 5% to 17% 4,50% 5,00%
Return on plan assets 0,5% to 7% n.a. n.a. n.a.
Age of retirement (years) 65 65 to 67 65 63 to 67
(a) Social charges rate of 42% assuming voluntary retirements.
22
2.10 BREAKDOWN OF DEFERRED INCOME TAXES
(in thousands of Euros) 31-déc.-13 31-déc.-12
Acquired assets at fair value (225) (226)
Carry forward tax losses 3,180 2,833
Pension obligations 264 535
Temporary differences (129) (146)
Regulatory provisions (568) (505)
Intercompany provisions (913) (665)
Intercompany margin on inventories 300 697
Internal operations (520) (516)
Deferred expenses - -
Fixed assets amortization harmonization (159) (141)
Other 85 39
Deferred income tax - net 1,315 1,903
Deferred income tax - assets 3,254 3,413
Deferred income tax - liabilities (1,939) (1,510)
Deferred income tax - net 1,315 1,903
The reconciliation between the reported income tax expense and the theoretical
amount that would arise using the tax rate in France is as follows:
31-déc.-13 31-déc.-12
(in thousands of Euros)
Profit before income tax 21,994 16,645
Income tax calculated at the tax rate in France (33.33%) (7,330) (5,548)
Effect of different tax rates in foreign countries 1,236 1,794
Differences on goodwill amortization (91) (90)
Variation of non recognised deferred tax 238 (871)
Permanent differences 41 (345)
Other (418) (122)
NET INCOME TAX (PROFIT) / EXPENSE (6,325) (5,181)
23
2.11 ANALYSIS OF BORROWINGS AND FINANCIAL DEBTS
(in thousands of Euros) 31-déc.-13 31-déc.-12
Shareholder's current account 5,048 9,482
Bank borrowings 690 872
Bank overdrafts 2 113
Financial leases 453 492
Total Borrowings 6,195 10,959
Cash and cash equivalents 43,347 33,838
Financial receivables 1 1
Net debt (37,154) (22,880)
Short Medium Long Total
Term Term Term 31-déc.-13
(in thousands of Euros) < 1 yr 1 yr < > 5 yrs > 5 yrs
Shareholder's current account 5,048 - - 5,048
Bank borrowings 690 - - 690
Bank overdrafts 2 - - 2
Financial leases 39 414 - 453
Total borrowings 5,781 414 - 6,195
On July 19, 2013, the company entered into a revolving credit facility agreement and a
master agreement of debts disposal for insurance and a master agreement for the
insurance of bonds, valid until December 31, 2014. This agreement requires adherence
to a ratio. This ratio is calculated every six months on the basis of a twelve month rolling
period. Calculations show that the Company is in compliance with this ratio.
Forged rings for nuclear valves – SBS (BOEN – FRANCE)
24
2.12 BREAKDOWN OF TRADE PAYABLES
(in thousands of Euros) 31-déc.-13 31-déc.-12
Suppliers 42,062 33,653
Promissory notes 61 86
Accrued expenses 20,860 29,290
Trade payables 62,984 63,029
2.13 BREAKDOWN OF OTHER PAYABLES AND ACCRUALS
(in thousands of Euros) 31-déc.-13 31.12.2012
Credit notes 3,644 3,603
Contractual duties 2,396 2,082
Sundry creditors 123 132
Group tax consolidation payables 1,301 918
Other 932 546
Other payables and accruals 8,396 7,281
Staimless Steel pipes - BSL PIPES AND FITTINGS (SOISSONS– FRANCE)
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3. NOTES TO INCOME STATEMENT
3.1 BREAKDOWN BY MAJOR ACTIVITY
(in thousands of Euros) 31-déc.-13 31-déc.-12
Trading / Services 204,109 192,779
Manufacturing 117,086 111,476
Net sales 321,195 304,255
The classification of the subsidiaries by major activity is displayed in the note
“Subsidiaries included in the consolidated financial statements”.
3.2 NET CHANGE IN PROVISION
(in thousands of Euros) 31-déc.-13 31-déc.-12
Reversal of / (Additions to) net on provisions
On working capital 138 (455)
On other liabilities and charges 2,572 (815)
Total 2,711 (1,270)
3.3 OTHER OPERATING PROFIT / (LOSS)
(in thousands of Euros) 31-déc.-13 31-déc.-12
Penalties accrued net of penalties received (2,512) (2,179)
Other operating income 736 544
Other operating expenses (243) (144)
Losses on receivables (31) (65)
OTHER OPERATING PROFIT / (LOSS) (2,050) (1,844)
Other operating income mainly includes capitalized production for an amount of 307
thousand Euros.
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3.4 NET FINANCIAL INCOME / (LOSS)
(in thousands of Euros) 31-déc.-13 31-déc.-12
Interest income 208 410
Net exchange gain / (loss) 705 (296)
Net change in financial provisions (610) (2)
Interest expense (248) (341)
Other financial items - -
NET FINANCIAL INCOME / (LOSS) 54 (229)
3.5 EXCEPTIONAL PROFIT / (LOSS)
(in thousands of Euros) 31-déc.-13 31-déc.-12
Exceptional provisions for other liabilities,
charges and exceptional depreciation 48 -
Capital gain / (loss) on sale of assets 960 11
Other items (69) 591
EXCEPTIONAL PROFIT / (LOSS) 939 602
Capital gains are mainly due to Genoyer Scotland fixed assets sales.
3.6 EBITDA BEFORE RESTRUCTURING, ENVIRONMENT, HEALTH AND SAFETY COSTS
EBITDA is calculated from net income or loss by reinstating interest income and interest
expense, changes in financial provisions, income taxes, gain or loss from disposal of
discontinued operations, amortization/depreciation of intangible and tangible assets,
amortization of goodwill, restructuring expenses including changes in provisions, and
environment, health and safety related expenses including changes in provisions. The
minority interest is excluded from the calculation.
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4. OTHER INFORMATIONS
4.1 PERSONNEL
As at December 31, 2013, the Group employed 1,066 people of whom 422 work for
Vilmar in Romania. At year-end the headcount breakdown is as follows :
31-déc.-13 31-déc.-12
Executives 161 148
Employees, technicians, controllers 336 346
Manual workers 569 610
TOTAL 1,066 1,104
4.2 COMMITMENTS AND CONTINGENT LIABILITIES
(in thousands of Euros) 31-déc.-13 31-déc.-12
Guarantess given
Forward exchange hedging contracts 23,910 27,291
Comfort letters and letters intention 4,936 7,012
Guarantees given related to operations 26,289 31,258
Guarantees received
Comfort letters - 1,721
Guarantees received related to operations 3,618 15,195
The Group hedges its foreign exchange positions on import and export transactions
mainly by entering into foreign currency forward exchange contracts. Such
transactions are recorded at the forward hedging rate. These forward exchange
contracts enable the hedging of a part of the commitments related to the backlog.
Guarantees given or received related to operations are mainly contracted through
banks in order to ensure the satisfactory completion of contracts.
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4.3 SHARE CAPITAL
The share capital of Genoyer SA is made up of 1,605,233 ordinary shares and amounts
to € 61,179,048.
4.4 MANAGEMENT WAGE AND BENEFITS
The aggregate amount of the wages and benefits granted to management for their
functions as directors or as members of the Board is not disclosed as it would involve
providing information regarding individuals.
4.5 GROUP TAX CONSOLIDATION
The French companies Genoyer SA, SBS, RTI, BSL Pipes & Fittings, and TTB are included in
the Genoyer International SAS group tax consolidation.
The Group benefits from the following tax group:
Countries Companies menbers of tax group
United Kingdom Fithandel
Genoyer Scotland Ltd
Bon Accord Engineering
Phoceenne UK
SFS
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4.6 OTHER RELATED PARTY TRANSACTIONS
As at December 31, 2013, the consolidated income statement includes transactions
with related parties:
Management fees and other expenses charges by Genoyer International SAS
amounting to € 3,506 thousand, other expenses charged by Genoyer SA to
Genoyer International SAS for € 501 thousand.
A financial interest expense amounting to € 5 thousand related to current
account with the shareholder Financière Genoyer and Genoyer International
(i.e. 2.11).
SADARA Project (SAUDI ARABIA)
The largest petrochemical facility ever built in a single phase.
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SUBSIDIARIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS
Method of
consolidation
% of
interest
Business
Division
FRENCH SUBSIDIARIES
GENOYER SA9/11 rue de Lisbonne - 13742 Vitrolles (France) - SIREN : 063 803
704Parent company 100 T/S
SPECIAL BRIDES SERVICE 42130 Boën sur Lignon (France) - SIREN : 330 927 377 Full 100 M
RTI INDUSTRIES22 route de Crêton Les Culs Menaux - 18110 Vasselay - (France)
SIREN : 329 691 000Full 100 M
BSL PIPES & FITTINGS108, route de Reims - 02200 Billy sur Aisne (France)
SIREN : 432 329 639Full 100 M
TTB, TECHNOLOGICAL TUBES & BELLOWSQuai de l'Oise - Zone Industrielle - 60 870 RIEUX
SIREN : 407 713 775 Full 100 M
FOREIGN SUBSIDIARIES
PHOCEENNE UK LIMITED 27 New Bond street, London WIY 9HD (UK) Full 100 T/S
FITHANDEL (Scotland) LIMITED Unit 1 Woodside Road-Aberdeen AB28EF- Scotland - (UK) Full 100 T/S
SPECIAL FLANGE SERVICES LIMITED 27 New Bond Street, London W1S 2RH (UK) Full 100 M
MUNRO & MILLER FITTINGS LIMITEDEast Mains Industrial estate - Broxburn EH52 5AU West Lothian
Scotland (UK)Full 100 M
BON ACCORD ENGINEERING SUPPLIES
(CASPIAN) LIMITEDUnit 1 Woodside Road-Aberdeen B 23 8 EF Scotland - (UK) Full 100 T/S
PIPELINE TECHNOLOGY LLPEnterprise House - Beeson's Yard - Bury Lane- Rickmansworth -
Hertfordshire W3D 1DS (UK)Equity method 50 T/S
PHOCEENNE BV Beechavenue 54-80, 1119 PW Schipol Rijk (Netherlands) Full 100 T/S
VILMAR SA Platforma Industriala n°1- Ramnicu Vilcea (Romania) Full 100 M
WILHELM GELDBACH INDUSTRIE GmbH Ziegelstraβe 17, D-45886 Gelsenkirchen (Germany) Full 100 M
UTM 40 Bd Joseph II - 1840 Luxembourg Full 100 NA
PHOCEENNE SRL Piazza Manin 4/3 - Genova 16122 - (Italy) Full 100 T/S
COLVES FLUID CONTROL SRL Via F.Serpero 20060 Masate - Milan (Italy) Full 100 M
PHOCEENNE SA Plazza de Castilla 3, Planta 8°A, 28046 Madrid (Spain) Full 100 T/S
PHOCEENNE MEXICO, SA de CVSanta Margarita 108 302 Col Del Valle - Mexico Distrito Federal
CP 03100 (Mexico)Full 100 T/S
GENOYER GROUP, INC 16360 Park Ten Place - #300 Houston - 77084 - Texas (USA) Full 100 T/S
DL FLANGE CORPORATION 77-85 Little York Houston Texas 77018 (USA) Full 100 M
DL FLANGE CANADA INC 6346 Roper Rd - Admonton, Alberta, T6B 3P9 - CANADA Full 100 M
Nipon International Trading CorporationNishishimbashi Yasuda Union Building 3F 4-2, Nishishimbashi2
chome,Minato-ku, Tokyo 103-0005 (Japan)Full 100 T/S
PHOCEENNE ASIA PTE LTD 80 Robinson Rd - # 02 00 - 06 8898 SINGAPORE Full 100 T/S
GENOYER PHOCEENNE TRADING
(SHANGHAI), Co. LTD
Suite 1606, Hai Bo Plaza- N°101 Nanmantou Rd -200125 Pudong
New District, Shanghai (P. R. China)Full 100 T/S
PT PHOCEENNE INDONESIAPlaza Permata JI Jalan MH Thamrin n°57 - 10350 Jakarta –
(Indonesia)Full 99 T/S
PHOCEENNE AUSTRALIA PTY LTD 1060 Hay Street, West Perth 6005, WA (Australia) Full 100 T/S
NANTONG COLVES FLUID CONTROL, Co.
LTD
West Side Guoquiang Road, North Side N°190, North Outer Ring
Road, Nantong, Jiangsu Province 226011 (P.R.China)Full 100 M
GENOYER ALGERIE Vila 134 - Bois des Cars - Dely Ibrahim - 1320 ALGER Full 70 T/S
GENOYER ANGOLATerraços do Atlântico Edifício J 1º Andar Bairro Talatona,
Município de Belas (Angola)Equity method 49 T/S
PHOCEENNE CONGO Pointe Noire BP 1226 (République du Congo) Full 99 T/S
PHOCEENNE NIGERIA11a Grace Anjous Drive Off Adebayo Doherty Way Lekki Phase
1, LagosEquity method 24 T/S
VFTC Nantong, Jiangsu Province 226011 (P.R.China) Full 100 T/S
GENOYER DO BRASILAvenida Beira Mar, 262, 6° Andar Rio de Janeiro, CEP 20021-060
Brasil Full 100 T/S
Business Division : T/S: Trading / Services activity; M: Manufacturing activity; NA: Not allocated
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PricewaterhouseCoopers Audit KPMG,
Les Docks – Atrium 10.1 1, Cours Valmy Paris
10, Place de la Joliette F -92923 la Défense Cedex
B.P. 81525
13567 Marseille Cedex 2
RAPPORT DES COMMISSAIRES AUX COMPTES
SUR LES COMPTES CONSOLIDES
(Exercice clos le 31 décembre 2013)
Aux actionnaires Genoyer S.A. ZI - 9/11, Rue de Lisbonne BP 60061 13742 Vitrolles Cedex
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 2013, sur :
- le contrôle des comptes consolidés de la société Genoyer S.A, 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 votre directoire. 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 sont, au regard des règles et principes comptables français, 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.
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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 vous informons que les appréciations auxquelles nous avons procédé ont porté sur le caractère approprié des principes comptables appliqués.
Estimations comptables :
Provision pour dépréciation des valeurs d’exploitation :
Votre Groupe constitue des provisions pour couvrir les risques sur la valeur nette de réalisation des stocks et des créances clients, tel que décrit en note de 1.5 de l’annexe.
Comptabilisation des impôts différés :
Les actifs sur pertes fiscales reportables et différences temporaires ne sont inscrits à l’actif de votre Groupe que lorsque leur utilisation future est probable, tel que décrit en note 1.7 de l’annexe.
Nous avons procédé à l’appréciation des approches retenues par le Groupe sur la base des éléments disponibles à ce jour, et mis en œuvre des tests pour vérifier par sondage l’application de ces méthodes. Nous avons procédé à l’appréciation du caractère raisonnable de ces estimations.
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.
Marseille et Paris La Défense, le 12 Juin 2014
Les commissaires aux comptes
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Statutory auditors’ report on the consolidated financial statements
For the year ended 31 December 2013
This is a free translation into English of the statutory auditors’ report issued in French and is provided solely for the
convenience of English speaking users. The statutory auditors’ report includes information specifically required by
French law in such reports, whether modified or not. This information is presented below the opinion on the
consolidated financial statements and includes an explanatory paragraph discussing the auditors’ assessments of
certain significant accounting and auditing matters. These assessments were considered for the purpose of issuing an
audit opinion on the consolidated financial statements taken as a whole and not to provide separate assurance on
individual account captions or on information taken outside of the consolidated financial statements.
This report should be read in conjunction with, and construed in accordance with, French law and professional
auditing standards applicable in France.
To the Shareholders
Genoyer S.A. ZI - 9/11, Rue de Lisbonne BP 60061 13742 Vitrolles Cedex
In compliance with the assignment entrusted to us by your general meeting, we hereby report to you, for the year ended 31 December 2013, on: - the audit of the accompanying consolidated financial statements of Genoyer S.A ; - the justification of our assessments; - the specific verification required by law. These consolidated financial statements have been approved by the board of directors. Our role is to express an opinion on these consolidated financial statements based on our audit.
I - Opinion on the consolidated financial statements
We conducted our audit in accordance with professional standards applicable in France; those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit involves performing procedures, using sample techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made, as well as the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group as at 31 December 2013 and of the results of its operations for the year then ended in accordance with the accounting rules and principles applicable in France.
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II - Justification of our assessments
In accordance with the requirements of article L.823-9 of the French Commercial Code (code de commerce) relating to the justification of our assessments, we bring to your attention the following matters: Provision for impairment of current assets:
Your group records provisions for impairment to cover risks on the net realizable value of inventories and accounts receivable as described in note 1.5 to the consolidated financial statements.
Accounting for deferred taxes:
Deferred income tax assets relating to tax losses and other temporary differences are recognized by your Group only to the extent that it is probable that they will be recoverable in the future, as set out in note 1.7 to the consolidated financial statements.
We carried out our assessment of the approach used by the Group based on the information available at the time and we performed tests to verify the proper application of these methods. In our opinion these estimates are reasonable. These assessments were made as part of our audit of the consolidated financial statements taken as a whole, and therefore contributed to the opinion we formed which is expressed in the first part of this report. III - Specific verification
As required by law, we have also verified the information presented in the Group’s management report in accordance with professional standards applicable in France.
We have no matters to report regarding its fair presentation and its consistency with the consolidated financial statements.
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GROUPE GENOYER
9 – 11 Rue de Lisbonne - Z.I Les Estroublans
BP 60061 - 13742 VITROLLES
www.genoyer.com