2003 Yearly report PDF

Transcription

ANNUAL GENERAL MEETING, JUNE 29TH 2004
Annual Report 2003
CONTENTS
MONTUPET on line - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 5
MONTUPET, group overview - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 6
Board of Directors and Auditors
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Board of Directors Management Report
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10
Economical aspects of the company - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 10
Legal aspects of the company
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Social and environmental indicators
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Report from the President on the internal control
Board of Directors support and organisation
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Internal audit procedures - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 35
Conclusion
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Auditors’ Report on the Board of Directors President’s report with reference to internal audit
procedures regarding preparation and treatment of accounting and financial information
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Data for last five fiscal years - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 42
Table of subsidiaries and shareholding interests
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Resolutions presented before the Annual Meeting - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 44
Report of the auditors on the financial statement - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 47
Report of the auditors on the consolidated financial statement - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 49
Auditors’ Report on an Employee Share Issue
Special report of the auditors
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Consolidated balance-sheet - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 56
Consolidated income statement - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 58
Notes to the consolidated accounts - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 60
Significant items in the fiscal year
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1. Consolidation rules - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 60
2. Notes to the balance-sheet and income statement
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3. Financial commitments and other data - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 70
4. Data per geographical area - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 73
MONTUPET SA balance-sheet
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MONTUPET SA income statement - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 78
Notes to MONTUPET SA financial statements
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1. Accountancy rules and methods - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 80
2. Development and notes to the financial statements
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3. Financial commitments and other data - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 90
The original language version of the document in French takes precedence over this English language version.
page 3
Annual Report 2003
Annual Report 2003
page 4
MONTUPET ON LINE
Visit MONTUPET website http://www.montupet.fr
presenting data on our group (its history, financial data, activity
overview), the news, the firm (its customers, products,
manufacturing processes), its strategy, the production units,
and a “career” heading.
On www.journal-officiel.gouv.fr under the heading “les
annonces publiées au balo”, or on your minitel 3615 or 3617
balo, consult MONTUPET legal notices (quarterly turnover,
half-year accounts, notifications of shareholders meetings).
On financial websites, consult MONTUPET SA share value by
indicating its Euroclear code nr 3704.
page 5
Annual Report 2003
MONTUPET: GROUP OVERVIEW
M
ONTUPET is a major french manufacturer, a public limited company dedicated to the production of moulded car-parts in aluminium alloys.
The group was created in 1977 by merging three french foundries: MONTUPET, DEBARD (later
VIRAX), and FONDERIE DE PRECISION. After 10 years of industrial and financial restructuring, the
group became international by buying in 1987 ALUMALSA, a spanish foundry, and by creating in
1988 and 1989 three new foundries in France, Canada and UK. In the meantime, MONTUPET
became a producer and supplier of tooling equipment, to secure its most technical supplies that
are a strong part of its technology.
Threatened by the automotive crisis from 1991 to 1997, MONTUPET resumed its development by
enhancing its facilities and creating a new foundry in Mexico.
Upon FORD’s request, MONTUPET has taken over a factory in Northern-Ireland that produces
500 000 cylinder-heads per year for the US FORD “Explorer” engine, and will rationalize the management and operations of this unit.
THE COMPANY HAS THREE LOCATIONS IN FRANCE:
• A plant in Châteauroux
• A plant in Nogent/Oise - Laigneville
• The head office in Clichy/Seine
THE COMPANY HOLDS 9 SUBSIDIARIES:
• MFT-MONTUPET Snc in Brussels (Belgium): coordination center
• ALUMALSA in Saragossa (Spain): foundry
• MONTUPET Limitee in Rivière-Beaudette (Canada): foundry
• MONTUPET UK in Dunmurry (UK): foundry and tooling
• CALCAST Ltd in Londonderry (UK): foundry
• MONTIAC SA de CV in Torréon (Mexico): foundry
• MONTUPET Inc in Livonia (USA): commercial representation
• MONTUPET Deutschland GmbH (Germany): commercial representation
• MFT Sarl in Paris: trading subsidiary
MONTUPET DESIGNS AND MANUFACTURES 3 PRODUCT RANGES IN CAST ALUMINIUM:
• Unmachined or finished motor-parts: cylinder heads, cylinder-blocks, intake manifolds,
• Machined and painted wheels,
• Unmachined or finished structure parts, and braking parts.
Cars keep taking more and more functions and electronics, and their weight therefore tends to
increase. In the same time, car manufacturers are subject to more stringent rules protecting the
environment; they therefore need to make their vehicles lighter and to bring their engines up to date.
This is where aluminium, and moulded aluminium in particular, plays a great role: thanks to a
better heath conductivity than the cast iron, it enables to design more compact, more powerful
and less polluting motors, and thanks to its low density as compared with steel or cast iron, it
enables to make lighter motors and chassis.
Annual Report 2003
page 6
Moreover, aluminium casting processes offer a large design flexibility, appreciated by both
engineers and stylists and explain that an increasing part of wheels are made in light alloy
against steel and plastic wheels.
To further enhance these qualities and offer products tailored to special needs of each manufacturer, MONTUPET has diversified its casting processes (gravity or low-pressure casting in
metal, sand or mixed moulds) and extended its know-how to mass-production on transfer lines
or on rapid numerical centres.
This technical policy, together with an internationalised industrial and commercial policy with
MONTUPET total quality policy enable our group to provide our services and products to AUDI,
BOSCH, FIAT, FORD, GENERAL MOTORS, PSA, RENAULT, NISSAN, SAAB, VOLVO, CHRYSLER
and DAIMLER.
MONTUPET, an hundred-year old company, also endeavours to control the effects of its activity
upon the environment and to best use and enhance its people abilities to meet its customers
demand on a long term basis.
A GLOBAL PRESENCE FOR A GLOBAL MARKET
In the current growing trend, our strategy of proximity has led us to set up industrial and
commercial bases close to our current and future customers.
Therefore, by ensuring that all its production plants work closely with each other, MONTUPET
can offer a consistent level of
service and a uniform standard of quality to customers
who already have, or are
looking for, a global manufacturing presence.
The production plants
The commercial bases
page 7
Annual Report 2003
Annual Report 2003
page 8
PRESIDENT
- STÉPHANE MAGNAN
BOARD OF DIRECTORS
DIRECTORS
- DIDIER CROZET, Executive Director
- MARC MAJUS, Executive Director
- FRANÇOIS FEUILLET
- PHILIPPE GOEBEL
AUDITORS
REGULAR AUDITORS
- CABINET GUILLERET, represented by René Guilleret
- BELLOT MULLENBACH & ASSOCIÉS, represented by Thierry Bellot
- and Pascal de Rocquigny
SUBSTITUTE AUDITORS
- ANDRÉ CRESTEIL
- OLIVIER MARION
page 9
Annual Report 2003
BOARD OF DIRECTORS MANAGEMENT REPORT
You have been invited to attend this Annual General Meeting, in compliance with the legal statutory
and articles of association provisions, to hear our management report for the fiscal year 2003, and
approve the annual accounts for this fiscal year.
ECONOMICAL ASPECTS OF THE COMPANY
MAIN ACTIVITIES AND PRODUCTS
MONTUPET designs and manufactures parts in cast aluminium and equipment for the automotive industry:
- unmachined or finished motor-parts: cylinder-heads, cylinder-blocks, intake manifolds,
- machined and painted wheels,
- unmachined or finished structure parts, suspension and braking parts,
- part of the tooling necessary to its production.
ACTIVITY AND RESULTS
The consolidated turnover for the financial year 2003, is down by 7.4% at 438.47 million Euros
(i.e. down by 2,6% using a comparable structure (constant exchange rates and metal price).
The cash-flow (net of grants) shows a decrease of 5,6 M2 to 52,3 million Euros (M2).
Operating profit amounts to 26,48 M2, down by 4,8 M2.
This decline resulted from various factors:
• Exceptional factors:
- restructuring costs of the tooling sector, amounting to 1,5 M2,
- total depreciation of capital expenditures relating to the lost-foam process (posted as an
extraordinary cost in the first half-year),
- unfavourable translation into Euros of profits from subsidiaries out of the Euros-zone, for the
consolidated accounts.
• Operating factors:
- collapse of the tooling activity (50%) following the drop in the US$/2 rate, and the shortage of
new orders during this “wait-and-see” period for car-manufacturers,
- decrease in the activity of CALCAST, dedicated to a single FORD cylinder-head for Northern
America.
Group net profit is 20,44 M2 against 24,51 M2 in 2002, a decrease of 16,6%. Net foreign
exchange gains amount to 2,4 M2 against 4,4 M2 en 2002 ; interest expenses are reduced from
4,7 M2 to 2,7 M2 in 2003 due to the drop in debt.
Annual Report 2003
page 10
CONSOLIDATED DATA (IN M3)
2003
2002
Consolidated turnover
438,47
473,72*
- at comparable structure (constant exch. rate & metal price)
461,41
Trading profit
26,48
31,37
Result from ordinary activities
27,37
30,45
Group net profit
20,44
24,51
Cash-flow (net of grants)
52,3
58,12
Net Debts (D)
38
87,5
Permanent Capital (PC)
D/PC
178,71
0,21
Capital expenditures (fixed assets) net of grants
21,5
170,9
0,51
18,84
The 2002 turnover amounted to 474,694 M2. A reclassification amounting to 0,977 M2 was implemented to enable a comparison between the two years.
Consolidated turnover (in K3)
Repartition by customer
Consolidated operating profit (in K3)
Repartition by product
page 11
Annual Report 2003
CONTRIBUTION TO CONSOLIDATED FIGURES
Turnovers
Fiscal year
2003
Fiscal year
2002
Operating profit
Variation
Variation at
constant
exchange rates
and metal price
Fiscal year
2003
Fiscal year
2002
France
(incl. Belgium)
Mexico
United-Kingdom
210.68
212.59
(0.90%)
3.04%
8.47
12.49
21.61
22.34
(3.26 %)
15.98%
3.2
1.7
11.6
15.06
139.43
160.75
(13.26%)
(8.68%)
Spain
48.7
47.16
3.27%
5.52 %
4.23
3.72
Canada
18.05
30.88
(41.54%)
(35.42 %)
(1.0)
(1.6)
TOTALS
438.47
(7.44%)
(2.6%)
26.48
31.39
473.7
In France: The activity has been increasing in spite of the decreasing automotive market, sales
of wheels and diesel cylinder-heads remaining very high, and sales of petrol gas-heads still
lower than previous year. The prices decrease however compensated this rise, and significantly
weakened the operating profit.
In Mexico: The activity increases towards the plant full productive capacity, thus increasing the
operating profit, despite a scheduled 30% reduction in the part price, as the contractual volume
was reached.
In the United-Kingdom: The activity has been weakened by the cancellation of a FORD gas
cylinder-head on the 4th quarter, and by the sudden collapse in tooling orders. The PSA diesel
cylinder heads start-up was successful, with lower than planned quantities.
In Spain: The satisfactory profit of 2002 has been maintained despite a reduction in parts
prices, thanks to continuous improvements.
In Canada: The activity was very low, mainly due to the stop of sales of CADILLAC when the Irak
war started. However, thanks to the adjustments of the facilities and workforce, the profit is
presently positive and the development capacities are maintained.
CHANGES IN THE ACCOUNTS REGISTRATION
None.
INVESTMENT AND FUNDING
Total investment in tangible assets was 21,5 M2, net of grants, splitted-down between France
(3,7 M2), United-Kingdom (13,3 M2), Spain (2,2 M2), Mexico (1,7 M2) and Canada (0,6 M2).
The cash-flow and the reduction in working capital requirements have this year again led to a
considerable debt reduction, bringing the debts/assets ratio of group to 0.21, an exceptionally
low figure in our branch.
Annual Report 2003
page 12
Cah-flow (in M3)
Gearing
Net debt / Permanent equity
OUTLOOK
The year 2004 appears not much different from the year 2003. It remains a transition year of
which we shall take advantage to continue to adjust our facilities and processes to meet the
steady pressure from car automakers to reduce prices, whilst aiming at a no-debt policy.
Nevertheless, in 2005, three new orders will start-up: a new diesel cylinder-head for RENAULT,
a “ladder-frame” for the new DAIMLER-MITSUBISHI world engine, that we are currently developing, and brake parts in Mexico.
On a long-term basis, the strengthening of the antipollution standards will result in developments of more and more complex cylinder-heads, which is favourable to MONTUPET as the
world-leader in the cylinder-heads technology.
First quarter 2004 turnover (contribution to consolidated figures)
France and Belgium
54,8
United-Kingdom
33,0
Spain
13,2
Canada
4,5
Mexico
6,5
TOTAL
111,9
The consolidated turnover for the first quarter 2004 is down by 3,93% as compared with
previous year (116,4 M2), i.e. down by 2,04% at constant exchange rates and metal price.
page 13
Annual Report 2003
As compared with the first quarter 2003, the first quarter 2004 is favourably marked in Canada
by the return at a standard level of the CADILLAC cylinder-heads production, stopped when the
Irak war started on the first quarter 2003. Unfavourable factors were in the UK the cancellation
of the FORD Sygma cylinder-head on the 4th quarter 2003, in Mexico the low US $ converted in
fewer Euros in the consolidated accounts, and the low tooling sales usually in US $.
RISK FACTORS
Interest rate exposure
MONTUPET group currently no longer does any hedging transaction and there is no currently
hedged transaction.
All the borrowing is at variable rate.
Exchange risks
MONTUPET group no longer does any hedging transaction and there is no currently hedged
transaction.
I - Euro Zone
MONTUPET SA exchange losses and gains are connected with foreign currency loans to
subsidiaries and bank debts.
MONTUPET SA pays in Mexican Pesos (MXN) the running costs invoiced by its Mexican
subsidiary MONTIAC SA de CV within the “maquiladora” agreement, generating a currency
exposure on the MXN/2 parity.
On another hand, MONTUPET SA being the owner of the production tooling of MONTIAC usually
paid in 2, lower revenues in converted US $ proportionally increase their depreciation costs.
MONTUPET sells in US$ the parts produced by MONTIAC, generating a currency exposure on
the US $/2 parity.
II - Outside the Euro zone
Northern Ireland
MONTUPET UK borrowed funds in 2 ; MONTUPET UK, WILLACE UK and CALCAST LTD acquire
a small part of their tooling in 2, generating a currency exposure on the GBP/2 parity.
WILLACE UK sells its whole production (wheels) in 2 ; MONTUPET UK sells around 40% of its
production in GBP and the balance in 2, but the price in 2 contractually varies with the 2/GBP
parity.
The GBP depreciation is commercially favourable to the subsidiaries in Northern Ireland and
positive or neutral on their profits, but their profits and assets are converted in fewer 2 in the
consolidated accounts.
Tooling subsidiary
Tooling sales towards Northern America, sold in US $, are adversely affected by the US $
decrease.
Mexico - MONTIAC SA de CV
MONTIAC SA de CV owes a debt in US $ to MONTUPET SA, generating for MONTIAC a currency
exposure on the MXN/US $ parity.
As its industrial installations are mostly paid in US $ by MONTIAC, a lower MXN increases their
cost and depreciation (production tooling are owned by MONTUPET SA and mostly bought in 2).
Annual Report 2003
page 14
MONTIAC invoices its running costs in MXN to MONTUPET SA and is not subject to the
currency exposure, affecting MONTUPET SA instead.
A MXN depreciation against 2 results in the conversion of MONTIAC profits and assets in fewer
2 in the consolidated accounts.
Canada - MONTUPET LIMITEE
MONTUPET LIMITEE acquires its production tooling mostly in US $. A lower CAD increases
their costs and depreciation.
A new order for CHRYSLER will be sold in US $ (on the basis of the parity US $/CAD = 1,35). The
operating result would benefit from the CAD depreciation against US $.
A CAD depreciation against US $ is commercially favourable to MONTUPET LIMITEE and positive or neutral on its profits, but its profits and assets are converted in fewer 2 in the consolidated accounts.
Market risks
MONTUPET relies entirely on automotive sales and holds 23% of the aluminium cylinderheads market share, and around 10% of the aluminium wheels market share.
Automotive sales and production are seasonal and highly cyclical and depend on general
economic conditions, consumer confidence, employment trends, exchange and interest rates,
fuel costs and dealer sales incentives. The volume of automotive sales has fluctuated, sometimes significantly from year to year, inducing delays in new engine programs. We could suffer
the effects of such reports, and of lower than anticipated production levels, whereas we
develop and launch the manufacture of new parts several months in advance.
Our strategy is to systematically obtain written and binding purchase orders from our customers.
However, some of our competitors are sometimes more flexible, and the customers are often
bound to order a portion of their requirements rather than a specific quantity. Program terminations and cancellations are to be compensated, but may be not fully or partially reimbursed.
Our prices are pre-set whereas our costs (metal and energy prices, labour, etc) may then
adversely rise. Our parts sales prices usually decline over the term of the contract and must be
compensated by increases in efficiency which MONTUPET most often manages to achieve.
On another hand, we experience a strong constant pressure for price decreases.
To face competition, and to keep being selected by our customers, we strongly manage to reinforce our competitivity, our ability to develop and manufacture new parts, our logistic efficiency, our research and development capacities, our international presence and our durability. Moreover, the expected strengthening of the antipollution standards will result in developments of more and more complex cylinder-heads, which is favourable to MONTUPET as the
world-leader in the cylinder-heads technology.
As MONTUPET customers are the largest world car-manufacturers, their insolvency risk,
except the program terminations or cancellation badly compensated, is quite unlikely (but
would be most harmful if it came true). Litigations with customers if any are provisioned in the
accounts.
Aluminium price fluctuations are passed through our customers, but only after a time-lag with
possible adverse effects. We reduce our dependence on aluminium supply by diversifying our
sources (6 suppliers in first fusion).
page 15
Annual Report 2003
Financing exposure
Our extraordinary low debt/permanent equity gearing (0,21) places us at a competitive advantage over our more leveraged competitors, developing our ability to obtain additional financing
when needed, with low bank margins, to fully dedicate our cash-flow to our corporate purposes
including capital expenditures, and to make us less vulnerable to a downturn in our business.
Exposure to adverse effects on the environment from our production activities
MONTUPET strives to control the environmental impacts of its production facilities and the
related risks.
The group operations are classically submitted to regulatory reporting and operating schemes
applicable in each country. Over national and local regulations, some specific authorizations
rule hazardous operations.
Environmental regulations are monitored on each site, responsible for the continuous optimisation of environmental issues. Several industrial facilities are committed to secure the ISO
14001 certification of their Environmental Management System. Nogent and Châteauroux
plants in France, Belfast (MONTUPET UK (including WILLACE UK) plants and Londonderry
(CALCAST) plant in Northern Ireland, Rivière-Beaudette (MONTUPET LIMITEE) plant in
Canada, Torreon (MONTIAC) in Mexico have been certified. ALUMALSA (Spain) is about being
certified in the last quarter 2004.
Environmental exposures proceed from the use and rejection of mineral oils, chemicals (as
amines, volatile compounds, solvents, paints, mastics and glues…) ; from aluminium foundry,
from air compression and radiography workshops… Dust filters, de-oiling devices, sand, metal
sludges and oil recycling devices, thermical oxydators are installed ; regular monitoring
measures are carried-out. Several facilities benefit from their own water detoxication station.
On every site, emergency and fire-prevention programs are set-up.
In France, the Nogent site was set-up tenths of years ago. It was ISO 14001 certified in 2003. It
is however classified as “to watch” in view of the soil pollution by aluminium, copper, and
volatile halogenic coumpounds, and in view of the water pollution by aluminium, nickel, and
vinyl chlorinate.
In France also, the new Laigneville facilities rent by MONTUPET are set-up on a ground polluted
by the previous occupier (Desnoyers), who is contractually responsible for de-polluting it.
There is no litigation in Canada, neither in Spain nor in Mexico, nor in Northern Ireland. In
Nogent in France, a noise litigation is currently only partially solved.
A detailed report on the environmental issues is attached to this directors report.
Insurance coverage
MONTUPET SA and its subsidiaries currently carry insurance that covers their property
damages and operating losses, within a general maximum coverage of 150.000.000 2 (with a
general excess amount of 200.000 2 on property damages and of 3 production days equivalent),
with special limitations to some damages.
MONTUPET SA and its subsidiaries are covered by civil liability and post-delivery insurance
programs: civil liability affecting bodily, tangible and intangible property damages to thirdparties whether consecutive or not, damages to properties entrusted to MONTUPET, environmental damages occuring accidentally, taking-out and refitting of delivered products, logistic
costs to recover the distributed products if applicable, within a global ceiling of 7.623.113 2 for
each event, with special limitations to some damages.
Annual Report 2003
page 16
RESEARCH AND DEVELOPMENT POLICY
The main axles of the Research and Development at MONTUPET are:
• continuous processes improvement,
• tooling accuracy (in view of reducing the dimensional tolerance of parts),
• knowledge management,
• innovative researches on processes, materials, tooling heat, and products.
By year-end, there were 27 people at MONTUPET S.A. and MONTUPET UK in the R&D departments.
R&D costs incurred mostly by MONTUPET SA and by MONTUPET UK were 2.964 K2 including 682 K2
in investments in 2003.The R&D budget for 2004 is 3.844 K2 including 1.041 K2 in investments.
EVOLUTION OF ACCOUNTING REGULATIONS : IFRS/IAS
In compliance with the European regulation nr 1725-2003, the European companies quoted on
the stock exchange market will publish their accounts opened from January 1st 2005 set-up
according to the International Accounting Standards (IFRS). These accounts will show a
comparison with the IFRS-retreated previous year accounts. MONTUPET is committed to
comply with this rule.
MONTUPET currently studies the differences between the accounting principles it applies and
the IFRS standards. It also performs a study of the necessary adaptations (which should
remain restricted) of its data processing system and networks. The group also launched the
collection and analysis of the retrospective data needed to set-up the opening balance-sheet.
At this stage, the main identified differences are the following (but may not be the only ones) :
• presentation of financial statements : implementing international standards, and particularly
the IFRS 1 standard may lead us to modify our financial statements, namely the statement of
sources and application of funds, and the data per geographical areas (to comply with the
IAS34 standard - data per geographical areas).
• IAS 38 - tangible fixed assets : this standard requires that some precisely defined development costs will be accounted within the assets in the balance-sheets and depreciated. Development costs not defined as such in this standard as our spendings on new facilities currently
deferred over 3 years will be entirely charged to the profit & loss account.
• IAS 16 - fixed tangible assets : this standard requires that the acquired assets are accounted
by components and depreciated over their own duration. It will imply that we reconsider the
accounting of some extensive maintenance costs, currently in deferred charges.
• IFRS 2 - payment in shares : implementing this standard will lead us to charge the subscription options to the P&L account.
• IAS 19 – retirement benefits. retirement commitments and similar items will appear as liabilities on the balance-sheet, whereas they currently are only footnotes to the accounts.
• IAS 20 – public grants – implementing this standard will lead to no longer include capital
grants within the consolidated stockholders’ equity and therefore to show some grants as a
decrease in the cost of granted tangible assets.
• IAS 12 – tax on profit : this standard does not allow the actualisation of the deferred taxes,
which is our current doing.
We are still studying the new standards, until the end of 2004.
page 17
Annual Report 2003
STOCK MARKET ACTIVITY
Isin code : FR00000037046
Reuters code : MNTP.PA
RM France / Midcac
Monthly transactions in shares quantities
MONTUPET SA share - average closing rate
(year average: 15,16 3)
Annual Report 2003
page 18
Monthly transactions in amounts (3)
LEGAL ASPECTS OF THE COMPANY
DIRECTORS FEES AND COMPENSATIONS
The rewarding and benefits paid by the company of by its subsidiaries to the directors during
the fiscal year 2003 were as follows:
- to Mr Stéphane MAGNAN, Président & Managing Director: 665.179,26 Euros,
- to Mr Didier CROZET, Executive Director: 425.236,90 Euros,
- to Mr Marc MAJUS, Executive Director: 435.594,16 Euros.
The Board of Directors proposes (4th resolution) the allocation of directors fees up to 10.000 Euros.
LIST OF THE OFFICES AND POSITIONS HELD BY THE DIRECTORS DURING THE YEAR
Mr STEPHANE MAGNAN
France
Within MONTUPET group
- MONTUPET SA - Président & Managing Director
- GESFITEC SA - MONTUPET group holding company - President (company merged with
MONTUPET SA on March 31st 2003)
Outside MONTUPET group
- GROUPE DES INDUSTRIES METALLURGIQUES (G.I.M.) - Director
- CHAMBRE SYNDICALE DE L’ALUMINIUM - Director
Abroad
- MFT-MONTUPET Snc (Belgium) - services within the group - Executive Director
- ALUMALSA (Spain) - aluminium foundry, car-parts manufacturer - Director
- WILLACE UK LTD (Northern Ireland) - aluminium foundry, car-parts manufacturer - Director
- BS TOOLING (Northern Ireland) - aluminium foundry, car-parts manufacturer - Director
- GESFITEC LTD (Northern Ireland) - holding - Director
- MONTIAC SA de CV (Mexico) - aluminium foundry, car-parts manufacturer - Managing
Director CEO
- MONTUPET Inc (USA) - commercial representation - Director
Mr DIDIER CROZET
France
- MONTUPET SA - aluminium foundry, car-parts manufacturer - Director & Executive Managing Director
- GESFITEC SA - MONTUPET group holding company - Co-Managing Director & Director
(company merged with MONTUPET SA on march 31st 2003)
Abroad
- BS TOOLING (Northern Ireland) - aluminium foundry, car-parts manufacturer - Director
- MONTUPET Inc (USA) - commercial representation - Director
- MONTUPET GmbH (Germany) - commercial representation - Managing Director
page 19
Annual Report 2003
M. MARC MAJUS
France
- MONTUPET SA - Director & Executive Managing Director
- GESFITEC SA - MONTUPET group holding company - Co-Managing Director & Director
(company merged with MONTUPET SA on march 31st 2003)
Outside MONTUPET group
- ETOILE EURO JOUR (France) - mutual fund - Director (mandate terminated in 2004)
Abroad
- MONTUPET UK Ltd (Northern Ireland) - aluminium foundry, car-parts manufacturer - Secretary
- WILLACE UK LTD (Northern Ireland) - aluminium foundry, car-parts manufacturer - Director
and Secretary
- BS TOOLING (Northern Ireland) - aluminium foundry, car-parts manufacturer - Director and
Secretary
- GESFITEC LTD (Northern Ireland) - holding - Director and Secretary
- MONTUPET INC (USA) - commercial representation - Director and Secretary
- MONTIAC SA de CV (Mexico) - aluminium foundry, car-parts manufacturer - CEO and Secretary
Mr PHILIPPE GOEBEL
France
Within TOTAL group
- ATOGLAS EUROPE SAS - ATOFINA subsidiary - acrylic plates producer - Président
- ATOFINA - TOTAL group chemical branch - Co-managing Director
- ALPHACAN - TOTAL group - plastics for the building industry - Director
- SOCIETE CIVILE IMMOBILIERE AGRICOLE DE PARAPON - Manager
Outside TOTAL group
- MONTUPET SA - Director
Mr FRANÇOIS FEUILLET
France
Within TRIGANO group
- TRIGANO SA - Director, President and Managing Director
- ABAK SA - trailers and garden equipment - TRIGANO representative to the Board of Directors
- ALIZA SARL - Manager
- ARTS ET BOIS SAS - leisure vehicles sub-contractor - Supervisory Board Président
- AUTOSTAR SA - leisure vehicles manufacturer - Executive Board Chairman
- CARAVANES LA MANCELLE SAS - leisure vehicles manufacturer - Supervisory Board President
- CHANOINE DUBOIS SCI– Manager
- CLAIRVAL SAS - leisure vehicles manufacturer - Supervisory Board President
- CMC DISTRIBUTION France SA - leisure vehicles accessories - Director
- CMC France SCP - Manager
- Dr LEGRAND SCI - Manager
- EURO ACCESSOIRES SAS - leisure vehicles accessories - Président
- EUROP’HOLIDAYS SARL - leisure equipment trading - Manager
Annual Report 2003
page 20
- LOISIRS FINANCE SA - leisure vehicles financing - TRIGANO representative to the Supervisory Board
- MAITRE EQUIPEMENT SAS - leisure vehicles accessories - Supervisory Board President
- PLISSON SAS - leisure equipment - Supervisory Board Member
- RACLET SAS - leisure vehicles sub-contractor - Président
- RESIDENCES TRIGANO SA - leisure vehicles manufacturer - TRIGANO representative to the
Board of Directors
- RULQUIN SA - leisure equipment - Président
- TECHWOOD SARL - leisure vehicles sub-contractor - Manager
- TRIGANO JARDIN SA - trailers and garden equipment - TRIGANO representative to the Board
of Directors
- TRIGANO MDC SAS - camping equipment - Président
- TRIGANO REMORQUES SAS - trailers and garden equipment - Président
- TRIGANO VDL SAS - leisure vehicles manufacturer - Président
- TROIS SOLEILS SARL - leisure vehicles - Manager
Outside TRIGANO group
- BANQUE REGIONALE DE L’OUEST SA - bank - Director
- MONTUPET SA - Director
Abroad
Within TRIGANO group
- ARCA 2001 SPA (Italy) - leisure vehicles - Chairman of the Board of Directors
- AUTO TRAIL VR LTD (United Kingdom) - leisure vehicles manufacturer - Managing Director
- BENIMAR - OCARSA SA (Spain) - leisure vehicles manufacturer - Sole Executive Director
- BENIMPEX SA (Spain) - leisure vehicles - Executive Director
- DELWYN ENTERPRISES LTD (United Kingdom) - trailers and garden equipment - Managing
Director
- E.T. RIDDIOUGH Sales LTD (United Kingdom) - leisure vehicles accessories - Managing
Director
- S.I.R. FREIZEITARTIKEL GmbH (Germany) - leisure accessories - Manager
- SORELPOL (Poland) - trailers and garden equipment - Manager
- TRIGANO Belgium (Belgium) - leisure vehicles trading - Manager
- TRIGANO SpA (Italy) - leisure vehicles manufacturer - Chairman of the board of Directors
- TRIO SPORT INTERNATIONAL (Denmark) - camping equipment - Chairman of the Board of
Directors
page 21
Annual Report 2003
SUBSIDIARIES
MONTUPET SA holds the following subsidiaries (% of directly or indirectly held capital):
- MFT Sarl (100%) (France),
- MFT-MONTUPET Snc (100%) (Belgium),
- MONTUPET UK (100%) (Northern Ireland) and its subsidiaries (Northern Ireland) WILLACE UK LTD,
BS TOOLING LTD et GESFITEC UK LTD,
- CALCAST LTD (100%) (Northern Ireland),
- MONTUPET LIMITEE (100%) (Canada),
- ALUMALSA (97,71%) (Spain),
- MONTIAC SA de CV (100%) (Mexico),
- MONTUPET INC (100%) (USA),
- MONTUPET GmbH (100%) (Germany).
The company did not acquire any new participation in the fiscal year 2003.
No shares from MONTUPET SA are held by any subsidiary.
MONTUPET SA SHAREHOLDERS (AS PER DECEMBER 31ST 2003)
Shares
Mr Stéphane MAGNAN
% shares
Voting rights % voting rights
1 001 848
9,69%
1 841 196
13,45%
Mr Marc MAJUS
939 866
9,09%
1 713 167
12,52%
Mr Didier CROZET
929 242
8,99%
1 695 412
12,39%
Mr Michel HARAN
538 038
5,20%
983 576
7,19%
Mr Philippe MAUDUIT
465 856
4,51%
911 712
6,66%
6 463 077
62,52%
6 540 884
47,79%
10 337 927
100,00%
13 685 947
100,00%
PUBLIC (including group staff)
The Board proposes (8th resolution) to the Extraordinary General Meeting to amend the memorandum of association, in order to enable him to know its shareholders, 60% of the shares
being held in the bearer’s form.
CAPITAL - MODIFICATIONS DURING THE YEAR
The capital is made of 10.337.927 shares with a face value of 1,52 Euros, i.e. 15.713.649 Euros,
against 9.453.147 shares with a face value of 1,52 Euros, i.e. 14.368.783 Euros by December 31st 2002.
This increase in capital results from the issuance of 852.980 shares as reported hereunder (see
information on stock-option schemes). The corresponding capital surplus amounts to
7.854.077 Euros for the year 2003.
On another hand, on march 31st 2003, MONTUPET SA merged with GESFITEC SA. In settlement
of the transferred assets, MONTUPET SA increased its capital by 5.120.528 2 and recorded a
merger premium amounting to 42.017.462 2. MONTUPET SA immediately decreased its capital
by the same amount, in order to cancel its own shares brought by GESFITEC.
MONTUPET SA accounted for the long-term profits special reserve at the reduced 18% rate,
built-up at GESFITEC for 3.256.269 2, by transferring it from its “retained earnings”.
Annual Report 2003
page 22
INFORMATION ON STOCK-OPTION SCHEMES
Stock-option scheme Stock options cheme
of January 20th 1998 of November 16th 2001
Subscription price
10,44
9,24
Validity deadline
20/01/03
16/11/05
Options attributed to the directors
495 000
725 000
(excluding directors)
319 537
339 000
Options attributed to other staff members
85 463
136 000
Cumulated attribution
900 000
1 200 000
Exercised options during year 2003
852 980
31 800
Exercised options from the beginning of scheme
889 547
31 900
0
1 168 100
Number of shares as per December 31st 2003
10 337 927
10 337 927
Number of shares after exercising the existing options
10 337 927
11 506 027
Options attributed to the 10 first beneficiaries
Existing options on December 31st 2003
EMPLOYEES PARTICIPATION IN THE CAPITAL
By December 31st 2003, 49.468 nominative shares had been subscribed by employees within
stock options schemes or bought within a company savings scheme and could not be freely
sold. Shares held within previous stock-option schemes including the 1998 option scheme are
not taken into account as they can be freely sold, except within the current stock-option
scheme opened in 2001.
As there shares represented 0,49% of the capital, lower than the proportion of 3% provided by
the article L.225-129, VII of the French Code of Commerce, the Extraordinary General Meeting
faces a resolution (7th resolution) aiming at authorizing an increase in capital in favour of the
company employees.
The issue price will be determined in accordance with the provisions of Article L.443-5 of the
Labour Code. It could not exceed the average rate of the twenty stock-market sessions before
the Board of Directors’ decision, nor be lower than 80% of this average rate (or 70% within a
company scheme providing a freeze of more than ten years).
TRANSACTIONS ON THE COMPANY SHARES
The annual Ordinary and Extraordinary Shareholders Meeting held on June 30th 2003, pursuant
to the provisions of Article L.225-209 of the French Code of Commerce, authorized the Board of
Directors to purchase Company shares, representing up to 10% of the share capital on the day
of the meeting, with the following objectives:
page 23
Annual Report 2003
- the management of cash-flow or of shareholders fund if it appears that implementation of
this programme is appropriate;
- the repurchase of a number of shares corresponding to the shares issued or to be issued
following exercise of subscription options for the Company’s shares;
- the application of programmes for purchasing or selling Company shares within the framework of share purchase option plans;
- the purchase and sale in the light of market circumstances;
- the price stabilization by systematic intervention against market trends;
- any other legally permissible objective, or objective which might become legally permissible
by applicable law or regulations then in effect. In such a case, the Company would inform its
shareholders by a press release.
On December 31st, the company owns 83.354 MONTUPET SA shares within this programme,
bought at an average price of 13,93 Euros, ie for a total cost of 1.160.751 Euros.
Acquiring costs amount to 0,12% of each purchasing order.
In view of the average December rate at 13,97 Euros, no depreciation provision was set up on
these shares. They are registered among the financial assets, under the account nr 2771.
The consolidation re-treatment of this transaction was to reduce the consolidated stockholders’equity.
By may 31st 2004, not any further share had been bought within this program.
Annual Report 2003
page 24
UNDEDUCTIBLE ITEMS FROM TAX BASIS
They amount to 19.266 Euros and relate to the depreciation of company vehicles.
DISTRIBUTED DIVIDENDS IN THE LAST THREE YEARS AND APPROPRIATION PROPOSAL
Fiscal year
Net dividend
Tax credit
2000
0
0
2001
0
0
2002
0,50
0
(distributed out of an
Ordinary Meeting
appropriating the year profit)
The Board of Directors proposes to appropriate the year 2003 profit amounting to
25.430.725 Euros as follows:
• appropriate 496.546 Euros to the legal reserve, thus increasing it from 1.074.819 Euros to
1.571.365 Euros,
• distribute a dividend of 0,20 Euro per share, together with a tax credit of 0,10 Euro, représenting a global amount of 2.050.895 Euros,
• Therefore, record:
- that the previous retained earnings amounted to 10 484 136 Euros by December 31st 2003
(taking into account the transfer of 3.256.269 Euros to the long term profits special reserve as
decided by the General Combined Meeting held on March 31st 2003),
- and will therefore increase from 10.484.136 Euros to 33.367.420 Euros.
REMARKS FROM THE WORKERS COUNCIL
None.
page 25
Annual Report 2003
SOCIAL AND ENVIRONMENTAL INDICATORS
MONTUPET SA SOCIAL INDICATORS
(Article L.225-102-1 of the French Commercial Code).
Number of employees
As per December 31st 2003 the company had 1 780 employees in France. In 2003, MONTUPET SA
recruited 59 employees on permanent contracts and 213 fixed-term contracts were signed. By
year end, 106 employees were on temporary contracts. The total number of overtime hours for
2003 was 43 291. There were no redundancies and no staff reduction scheme in year 2003 ;
35 employees were severed on various matters.
Short-time working measures taken in Nogent affected 184 workers, representing 4.400 hours
globally.
Organization of the working week
As per December 31st 2003, there were 1 766 full-time workers and 14 part-time workers.
105 managers were working on a 217 days per year basis. 1.675 day or shift workers were
working 35 hours per week. Absenteeism, expressed as the number of hours absent over the
possible number of working hours, totalled 6.66% including 5.64% on sick leave and 0.21% for
injuries to workmen.
Remuneration
The yearly overall payroll amounted to 40 258 150 Euros, with total payroll costs amounting to
16.418.332 Euros. The year result did not enable payments under the legal profit sharing
scheme. Employees can benefit from a company savings scheme. There is no incentive
scheme. A yearly comparative male-female status report is written and presented to the
Workers Council.
Labour relations and collective bargaining agreements
The Workers Council had three meetings in the year. An agreement upon skills and employment, and aged workers stoppage of work (in French “CASA”) was signed on May 31st 2002.
Health and safety
There were 60 accidents leading to sick leave. There were no fatalities, and 7 professional
diseases were declared. 903 072 Euros were spent on safety.
Training
3.9% of payroll were spent in year 2003 for the training of 1 171 employees.
Handicapped employees
94 handicapped employees work at the french sites.
Social aid programs
The Workers Council budget amounted to 530 804 Euros. 2.816.779 Euros were spent on social
aid programmes in 2003.
Annual Report 2003
page 26
External supports to production
The cost of external supports to production (nearly entirely within the group) was 61.307.425 Euros in
2003.
MONTUPET ensures that its suppliers comply with the fundamental principles of international Labour
Law. In all the countries where the company and its subsidiaries are settled, the international Labour
Law (in french OIT) is applicable: France, United kingdom, Spain, Canada, United States and Mexico,
and the MONTUPET group complies with them.
Local impact of the company activities
The Company writes a yearly report upon the management of skills and employment and their impact
on the local community, which is presented to the trade-union representatives. In France as abroad,
the company plants take into account the impact of their activities upon the local development and the
local population as follows:
- recruitment in the local employment area and measure of internal stability rate,
- service contracts set-up with local suppliers and follow-up of their turnovers,
- support of local associations.
The group plants regularly meet the authority representatives and the economical and social forces in
the regions where they operate.
MONTUPET SA ENVIRONMENTAL INDICATORS
Presentation and scope of the report
This report shows the main indicators of MONTUPET environmental policy. It also shows how the dedicated teams in the production sites deal with the environmental issues.
Included in the report are the French production sites:
- our plant in Châteauroux (around 1000 employees),
- our plant in Nogent-Laigneville on two sites (around 680 employees).
Both sites are Classified Installations for the Environmental Protection.
For 15 years, MONTUPET has been developing an environmental policy around three main axles:
1. application of regulations,
2. pollution risks prevention,
3. continuous optimisation of every environmental issue: water, air, waste, energy, and pollution risks
prevention.
Moreover, since year 2000, all the production sites have been certified or are currently under way to be
certified ISO 14001.
1. Environmental impacts of the production sites
1.1. Water consumption
Consumption (cubic meters)
Years
Châteauroux
Nogent/Laigneville
Ratio (cu.m / cast aluminium ton)
2001
2002
2003
2001
2002
2003
100 280
119 969
124 729
4.4
4.6
4.36
35 063
39 543
40 833
1.31
1.46
1.61
page 27
Annual Report 2003
1.2. Energy consumption breakdown
Natural gas
Consumptions (KWh)
Years
2001
Châteauroux
Ratio (kWh / cast aluminium ton)
2002
2003
104 711 628
118 989 033
124 107 195
4 550
4 538
4 864
83 199 208
76 224 620
74 511 135
3 128
2 832
2 950
Nogent/Laigneville
2001
2002
2003
Electricity
Consumptions (kWh)
Years
2001
2002
Ratio (kWh / cast aluminium ton)
2003
2001
2002
2003
Châteauroux
43 147 749
46 326 477
48 258 926
1 875
1 767
1 891
Nogent/Laigneville
24 522 634
24 265 425
23 197 366
922
901
918
Water and energy consumptions are decreasing. Decreasing the energy consumptions is a priority,
implemented through:
- regular control of the facilities,
- prevention and repair of any leak (air, water, gas),
- improvement of the energy efficiency of some equipments and stopping some of them during the
non-working days,
- in Nogent/Laigneville, water consumption remains steady.
1.3. Consumptions of toxic items
These are mainly:
1. phenolic resins (average phenol content 6%),
2. superficial treatments with chromic and hydrofluoric acids (in Châteauroux only).
Toxic comprounds
Years
Phenol (in ton)
2001
Châteauroux
Nogent/Laigneville
2002
Chromium (in ton)
Fluorine (in ton)
2003
2001
2002
2003
2001
2002
2003
6.2
6
5.4
1.43
1.60
1.77
2.31
1.99
1.61
4
4.5
4.2
NA
NA
NA
NA
NA
NA
Since mid-2003, one of the two “wheels-finishing” workshop operates with superficial treatments
exempt from chromium compounds, in line with the European regulation issued in September 2000,
dedicated to the management of the life cycle of out-of-service cars. The other workshop is to operate
with the same process in 2004.
Less phenol-concentrated phenolic resins (phenol content under 5%) are still currently being tested
(tests began in 2003 in Châteauroux). Other tests are currently focused on replacing the organic
solvents used in de-oiling devices with “biological” devices in Châteauroux. The solvents used in this
process are recycled in Nogent /Laigneville.
Annual Report 2003
page 28
1.4. Main industrial effluents (in air, in water, and waste)
Effluent releases are followed-up regularly in compliance with regulatory requirements:
Effluent type
Effluent description
Atmospheric emissions
- combustion gas
- volatile Organic Compounds (VOCs)
- dusts
- amine fumes (processed in Nogent, and in Laigneville in
2004)
Water emissions
- industrial waters and rain-waters are filtered through a
de-oiling device and in a clarification basin (except in
Laigneville)
- effluents directed in the natural surroundings in Nogent
but under monthly control
- in Châteauroux, effluents from the detoxication station of
the superficial treatment effluents
Special Industrial Waste
many industrial waste are produced and eliminated or
re-used in compliance with the regulations: aluminium
slags and shavings, used sand, used oils, paint sludges and
powder, metal sludges, used solvants, etc.
1.4.1. Atmospheric emissions
Sites
VOCs (in tons)
Greenhouse gas emissions (CO2) (in tons)
Years
2002
2003
2002
2003
Châteauroux
111
116
21 845
22 786
Nogent/Laigneville
47
44
13 994
13 680
1.4.2. Water emissions
In Châteauroux an internal physico-chemical clarification plant processes all the superficial treatment effluents produced in the “wheels-finishing” process. A quality control of the effluents from this
station is implemented daily and communicated to the regulatory authorities. In addition, on both
sites, water emissions are regularly controlled by certified laboratories.
page 29
Annual Report 2003
1.4.3. Industrial waste
Waste description
Years
Special waste*
Ordinary waste
Aluminium waste re-used
quantity (in ton)
quantity (in ton)
externally (in ton)
2001
2002
2003
2001
2002
2003
2001
2002
2003
Châteauroux
1 051
1 024
1 155
959
1 014
982
3 380
3 179
3 053
Nogent/Laigneville
1 040
1 029
542
146
108
204
1 561
1 690
1 761
* except casting sand
In Châteauroux 95% of the used casting sands are thermically regenerated and re-used within the
production process. In Nogent/Laigneville, 85% (representing an 8% improvement) of the sands are
re-used externally in other companies industrial operations.
Efforts were focused in 2003 to re-use waste: a selective waste-sorting process was implemented in
Nogent/laigneville by year-end 2003.
1.4.4. Odour pollution
Odour pollution at MONTUPET SA principally concerns amine items used in the coring process. Two
washing towers fit the Nogent site to process the amine effluents.
In 2004, a washing tower will process the volatile organic compounds in Laigneville.
1.4.5. Noise pollution
MONTUPET’s operations may cause some noise pollution. The noise emissions can be harmful to the
local community, depending upon the site location (industrial zones for Châteauroux and Laigneville
or city district for Nogent /Oise). In Nogent, several actions have been being taken and enabled to
reduce the noise by several decibels at some places on the property limits.
Annual Report 2003
page 30
2. Measures to limit biological imbalance
Several devices and actions enable to prevent the pollution risks and to control the environmental
impact of the plants.
Air
Water / subsoil
Waste
Chemicals
• Thermical oxydators
• Detoxication station of
• Used sand, aluminium
• Chemicals stored
treat painting solvants
the effluents resulting
shaves, used oil
separately
• Regular control of
from superficial
recycling devices
• Nogent and Laigneville
atmospheric effluents
treatments
• Industrial waste stored
fitted with a complementary
• Dust-filters
• Daily control of the
separately and
retention
• Washing tower
effluents from the
eliminated by certified
• Stores currently fitted
(in Nogent, and in
detoxication station
companies in compliance to prevent fire (detectors,
Laigneville in 2004)
• Dye penetrant effluents with the regulations
fire-alarm, fire-proof
treatment
walls) in Nogent and
• Control with
Laigneville
piezometer of
underground waters
• Security floodgates to
retain industrial waters
in case of pollution
(in Laigneville only)
Well maintained greenery at the group’s sites (trees plantation).
3. Environmental Management System /ISO 14001 certification process
Plants
Châteauroux
Implemented EMS
Since September 2000
ISO 14001 certification
Obtained in December 2000
Certification renewed in February 2003
Nogent/Laigneville
Since September 2003
Obtained in December 2003
4. Action for compliance with the applicable regulations
On each site an Environment Department is committed to monitor the environmental regulations and
to control the compliance with the orders of the prefect. They are the company representatives with
the dedicated authorities (DRIRE).
Châteauroux and Nogent Sur Oise plants are Classified Installations for the Environmental Protection
subject to authorization.
The annex plant of Laigneville was examined on March 2004 before the departmental local authorities,
that are expected to issue their decision.
The plant regularly communicates to the authorities the monitoring results such as:
- the nature and quantity of the eliminated industrial waste,
- the effluents analysis (air, water,...).
page 31
Annual Report 2003
5. Expenditures to protect the environment
Capital expenditures (in Euros)
Plants
Châteauroux
Nogent/Laigneville
Waste processing
Châteauroux
Nogent/Laigneville
66 300
340 600
28 300
2001
305 000
2002
580 000
71 220
289 400
6 680
2003
522 000
455 736
361 035
19 032
6. Environmental management
Management
An environment department manages the environmental issues and coordinates the actions undertaken in the environmental area in each plant. On each plant district, corresponding members take
over these issues with the employees.
Training / Information
- training of the environment corresponding members,
- training of all the employees on the environmental news and such topics as “waste sorting”,
- awareness of every new employee to the company environmental culture,
- “chemicals” training for all the employees handling chemicals,
- training of the staff which work is directly related to the environment,
- training of internal auditor in Nogent/Laigneville.
Internal audits
The environment department is also engaged in organizing internal audits intended to measure the
results and progresses on environmental issues.
Risks prevention programme
An internal operation programme or risks study on each site describes urgency cases. Urgency cases
describe the relevant reactions, the means, and the organisation to be set-up to minimize environmental risks, such as:
- fire,
- explosion,
- accidental spreadings.
7. Provisions and guarantees for environmental risks
None.
8. Fines for judicial disputes in year 2003
An amount of 46.000 2 was put to guarantee the works for noise pollution in Nogent in 2002. This
amount will be refunded after completion.
9. Goals set-up by the mother company
All MONTUPET SA subsidiaries are operating in the automotive field. Car manufacturers are engaged
to comply with very stringent requirements to protect the environment.
Annual Report 2003
page 32
Therefore, in each country, MONTUPET set-up an environmental team in charge of building an
Environmental Management system (EMS) and of implementing it, and securing its ISO 14001
certification.
The ISO 14001 certification was obtained and then regularly confirmed by:
- MONTUPET UK Ltd (UK) in August 1999,
- MONTUPET LIMITEE (CAN) in June 2002,
- CALCAST Ltd (UK) in January 2003,
- MONTIAC SA de CV (Mexico) in August 2003,
- ALUMALSA (Spain) is to be certified in the fourth quarter 2004.
Throughout the implementation and certification of each subsidiary EMS, MONTUPET sets
them three goals:
- compliance with the local laws and rules,
- customers satisfaction,
- pollution risks prevention,
- continuous optimisation of the environmental issues.
Throughout the implementation of its EMS, each subsidiary defines quantified goals for each
environmental side of its operations (consumption, out-sorting, effluents, waste, odour and
noise pollutions). These goals obviously depend upon the local context and upon the initial
condition of each plant.
Whereas these goals are not identical, the group secures the consistency of the implemented
methods and techniques.
MONTUPET SA and its industrial subsidiaries are in the same field of operations, i.e. aluminium
foundry, machining and painting. The group technical management therefore supervises the
design, implementation and management of the industrial processes thus securing the consistency of the actions taken to prevent or reduce the environmental impact of their operations.
page 33
Annual Report 2003
REPORT FROM THE PRESIDENT ON THE INTERNAL CONTROL
INTRODUCTION
In accordance with requirements of the French Security Act nr 2003-706 of August 1st 2003, the
President of the Board draws-up a report on:
• the board preparation and organisation
• the internal audit procedures.
This report is the first one. In view of recommendations from organisms such as A.F.E.P. (Association Française des Entreprises Privées - Private French Companies Association), A.G.R.E.F.
(Association des Grandes Entreprises Françaises - Large French Companies Association) and
from the A.M.F. (Autorité des Marchés Financiers - Financial Markets Authority), it logically
shows satisfying items, and improvable or missing items. These items are identified and
improving actions are described in the last paragraph of each section. The next annual reports
will enably to measure the company progress.
Therefore, the data enabling them to strengthen their confidence in the current corporate governance and it its continuous improvement policy, are made available to MONTUPET shareholders.
BOARD OF DIRECTORS OPERATIONS SUPPORT AND ORGANISATION
A. RESPONSIBILITIES AND PREROGATIVES OF THE BOARD OF DIRECTORS
The MONTUPET SA Board of Directors defines the strategic guidelines and ensures they are
properly applied, appoints the corporate officers, ensures the quality and periodicity of the
financial and accounting disclosures to the shareholders and to the financial market.
It takes decisions modifying the current strategy and the scope of the activity. It proposes resolutions to be submitted to the shareholders. Its decisions are taken in view of the long-term
interests of the company.
B. BOARD OF DIRECTORS MEMBERS
Directors' skills
The appointment of the five current directors was submitted to the shareholders meetings in
view of their knowledge of the industrial word (among them, four are aware of the automotive
industry), and in view of their successful management of international industrial companies.
Independence
Two directors are independent, as they do not belong to any group company, have no business
relationships with the group, nor any family link with a corporate officer or senior executive.
The three other directors are the President and the two executive managing directors, and are
therefore totalled implied in the company management.
This operational dependency is balanced by their common interest in the company with its
shareholders, as they are the company leading shareholders.
Annual Report 2003
page 34
INFORMATION TO THE DIRECTORS
Access to the information
The directors have a free access to the information available within the company. For practical
reasons, the independent directors contact the President or the board secretary to be communicated the required data, or get access to the departments or to the people they wish to meet.
Steady communication
No systematical information is currently given to the directors, except the information sent
with the board meetings summoning.
BOARD MEETINGS
In 2003, the Board met four times with the following attendance:
Date
th
Attendance
7 January 2003
4 présent / 4 directors
20th March 2003
4 présent/ 4 directors
th
20 May 2003
25th September 2003
No directors fees were paid in 2003.
FORECASTED IMPROVEMENTS
On the basis of the quarterly achievements revue, a written information will be communicated
to the directors, independently from the board meeting summoning.
A remuneration committee will meet each year to examine and possibly modify the remuneration of the corporate officers and of the senior executives who are working in direct relation
with the President.
INTERNAL AUDIT PROCEDURES
Stakes
MONTUPET internal control main objectives are to:
• Ensure that the company activities comply with the legal requirements where they are
carried-out,
• Control whether the company activities are consistent with the defined strategy, and reach
the expected achievements,
• prevent errors and frauds, and if any arises, reduce and repair their consequences,
• protect and secure the company property,
• deliver genuine and reliable financial and accounting disclosures.
This control is carried-out in the obvious interest of every concerned party, and therefore in the
shareholders'interest. It has always been efficiently usual in our company, thanks to the group
nature, its market, its management rules. It rests on the implementation of many procedures
and of frequent audits.
page 35
Annual Report 2003
PRINCIPLES AND ORGANISATION
Group nature
Several factors contribute to the efficiency of the control over the group activities.
Consistent activities
The group companies are implied in only two strongly connected activities: the foundry and
machining of aluminium parts on one hand, and the manufacturing of tooling for the
aluminium foundry on another hand. Managers and auditors therefore carry-out the same
controls anywhere in the group.
Long-standing activities
These activities are well known as the company began the foundry activity one century ago, the
machining activity thirty years ago, and the tooling manufacturing fifteen years ago.
A strong internal growth
Among the nine MONTUPET SA subsidiaries, seven were created ex-nihilo. This ensures a
strong cultural control by the parent company over its subsidiaries.
Very demanding customers
The automotive field is renowned for its demanding requirements, translated into very frequent
audits from our customers in our plants, throughout the implementation stages of our
commercial contracts. This opening tradition favours the internal control.
A steady management
The corporate officers and many managers have been experienced in the company activities for
a long time, which enables them to carry-out a relevant control.
Management rules
MONTUPET specific form of management, adopted in 1984 and developed since then, and its
translation into rules governing, among others, information, decision-making, power delegation, enhances at best each one's control over its professional environment and the hierarchy's
operational control. For instance, the delegator empowers the proxy without giving up its
responsibilities: he becomes therefore binded to carry-out a follow-up, whereas the proxy has
to report to him. The follow-up and reporting methods may vary, but the proxy always has to
report any difficulty, doubt or error.
The implementation of these regulary audited rules, secures the hierarchy line operations.
Organisation
The essential activities dedicated to our customers satisfaction, the security of the company's
staff and assets, its financial health, the protection of its environment, are managed through
written and updated procedures.These written procedures:
• secure the activities uniformity and repeatability,
• facilitate training,
• enhance the activities transparency.
They are reviewed when modifications arise within the company or in the legal requirements. A
procedure is regarded as in force only when it is duly applied.
These procedures are steadily audited through internal and external audits. They comply with
international standards in view of assessing their relevance and enforcement level. The
following pages summarize them.
Annual Report 2003
page 36
This organisation and these means enable formal review of the accounting and financial data,
as follows:
Review
Frequency
Delay
Expenditures
Weekly
Flash result
Capital expenditures
Achievements
Nature
Attendants
+2 days
Correct gaps
Plant Management
Monthly
+2 weeks
Adjust targets
President
Monthly
+2 weeks
Monitor commitments
President
Quarterly
+2 weeks
Propose to adjust strategy
President
Define strategy
Directors
Board of Directors
At least
twice a year
SPECIFIC PROCEDURES FOR THE ACCOUNTING AND FINANCIAL DISCLOSURES
The implemented procedures aim at three targets:
- ensure the exhaustiveness, reliability and availability of the financial information,
- decentralise controls and actions, relying upon accountants and auditors in subsidiaries and
the plants,
-operate with an accurate number of employees and at reasonable costs.
1. Management control
In MONTUPET SA and each subsidiary, a “management control” department is in charge of
collecting the financial and management data, checking their reliability, comparing them with
the target plans, and participating in drafting the group reporting and target-plans.
A dedicated team within MFT-MONTUPET SNC screens disparities between forecasted and
actual figures in each entity, integrates the financial data, and checks overheads.
This team also performs steady on-site visits of foreign operations to ensure the group-wide
coherence of the procedures and assess the risks management.
The subsidiaries pool their skills and help one another within their geographical area:
- MONTUPET UK performs assistance and audit assignments within the three group entities in
Northern Ireland,
- MONTUPET LIMITEE in Canada and MONTIAC SA de CV in Mexico use the same accounting
software and exchange data and skills.
MONTUPET LIMITEE has a leading role to audit and reconcile the accounts within the American area.
2. The company accounts
Company accounts of MONTUPET SA and each company are established by their own accountants.
They are reviewed by independent local auditors, who report to the group managing partners
and to the statutory auditors reviewing the consolidated accounts.
The “sales-customers” and “purchases-suppliers” processes are ruled by written procedures
set-up to ensure the accuracy and exhaustiveness of the accounting entries related to customers and suppliers.
page 37
Annual Report 2003
A new upgraded integrated software application will be implemented in 2004 to process the
purchasing-suppliers function.
The group debt is managed by the top-management as well as the financing decisions.
Transactions and cash in currencies are monitored or processed in the headquarters.
3. The accounts consolidation
Consolidated statements are established twice a year using the standardized consolidation
reports generated by each consolidated subsidiary accounts department on the basis of a reference accounting document.
They are audited for group coherence and rely on the management control on each production
site and at the head-office, and on their certification by independent local auditors.
MONTUPET SA auditors review and certify the consolidated statements presented by the Board
of Directors. They also carry-out each year a number of specific audits in connection with
financial audits, as for instance the audit of the purchasing procedure or of the automated
data-processing.
A current application aiming at integrating the monthly financial reporting within the consolidation software should improve the data convergence between the group entities.
OTHER PROCEDURES
Health - Safety
Health and safety procedures are specific in each unit, in view of operational efficiency and
compliance with local rules. They are currently managed through the Quality Management
System, a certified ISO 9001 or ISO/TS 16949 (where applicable) system. They also are internally audited within the social audit frame. In each unit, a Health and Safety manager reports to
the plant manager, and there is a workers representative (CHSCT in France) setup.
Capital expenditures and purchases
A capital expenditures scheme is drawn-up and reviewed at least each year at the group level.
Every capital expenditure, whatever its amount, whatever the subsidiary, is technically and
economically screened, and submitted to the President's approval, or to one of the two executive directors'approval when the President is not available.
The unit manager authorizes current operating purchases and capital expenditures priory
approved by the President.
Operating expenses are monitored weekly. Capital expendures are monitored by a project
manager. The purchasing department looks for the best sourcings, launches invitations to
tender, negotiates and implements contracts and orders. In view of the obtained results, he
reviews the suppliers panel together with the technical, quality, logistic, and engineering
departments.
The purchasing department is liable to hedge the risks of price variation and raw material
availability through forward purchases. Such transactions are restricted to our forecasted
production needs and are usually reported to the President.
A set of procedures rules these activities. They are managed by the Quality Management
System, a system certified by internal and external audits according to the ISO 9001 or
ISO/TS16949 standards where applicable.
Annual Report 2003
page 38
Labour and remunerations
Each site usually adjusts its workforce with its workload. The monthly "Flash Result" review
assesses this adjustment efficiency. The wages policy is negotiated annually between management
and labour (unions representatives in France). It is applied alongside the year through pay rises or
individual premiums and monitored by the human resources department of each company.
Quality and environment
A Quality Management System and an Environment Management System, relying upon the
ISO9001, ISO/TS16949 and ISO14000 standards are available in each company. These systems
aim at the long-lasting satisfaction of the customers, the local authorities and the social environment of our units.
They include commitments to abide by applicable legal requirements and to develop a continuous improvement process. They are monitored regularly, through internal or external audits.
Operational risks
The purchasing department centralizes the group insurance programmes. These insurance
contracts cover damages, operating losses, civil liability and transportations. Our civil liability
insurance covers liable damages to third-parties, brought through our activity or through our
products, some of which are automotive security products such as wheels for instance.
The control over risks secured by the Quality Management System and the Environment
Management System is completed by a prevention policy defined with our insurance companies and implemented. Our patent rights are managed by the technical department assisted by
an external agency. Dedicated lawyers might be hired when necessary.
page 39
Annual Report 2003
Juridical responsibility
Our juridical responsibility may become involved in trade litigations with our customers or
suppliers or in disputes with employees. Our lawyers are selected according to the litigation
nature, to the country and to their reputation. Our patent rights are managed by the technical
department assisted by an external agency. Dedicated lawyers might be hired when necessary.
FORECASTED IMPROVEMENTS
In order to perpetuate our health and security actions, a group responsible has been appointed.
She is assigned to deepen and harmonize the existing procedures referring to the OHSAS18001
standard, and to implement any possibly currently missing procedure.
An Entreprise Resource Planning (ERP) is currently adopted to process the purchasing function
(commercial and accounting processes) insuring the operating productivity and reliability. It
will get started on May 2004.
CONCLUSION
This report describes the running methods within the MONTUPET group, about the board
meeting organisation and the internal control. They appear to me mostly fitted to the transparency and security needs as expressed by the financial markets, and liable to keep our
shareholders confident in their company's governance.
This opinion in reinforced by the reading of the reports issued by other industrial companies,
taking into account our size, branch of industry and specificity.
However, aiming at improving in this matter as in our industrial activity, we already
programmed some improvements in these running methods and obviously remain interested
to receive any suggestion.
Annual Report 2003
page 40
AUDITORS’ REPORT ON THE BOARD OF DIRECTORS PRESIDENT’S REPORT
WITH REFERENCE TO INTERNAL AUDIT PROCEDURES REGARDING PREPARATION
AND TREATMENT OF ACCOUNTING AND FINANCIAL INFORMATION
Pursuant to provisions of Article 225-325 of the French Commercial Code.
(Translated from the original French language report).
To the Shareholders,
In our capacity as Statutory Auditors of MONTUPET SA, pursuant to provisions of Article 225-325
of the French Commercial Code, we hereby submit our report on the report presented by the
President of the Board of Directors of your Company, in compliance with Article 225-37 of the
Commercial Code, for the fiscal year 2003.
Managing Partners are responsible for the definition and implementation of adequate and efficient internal audit procedures. The President of the Board of Directors sets forth in his report,
the conditions in which the Board of Directors operations are prepared and organized as well
as the internal audit procedures established by the Company.
We are responsible for expressing our observations on the information and statements set
forth in the President’s report on the internal audit procedures with respect to preparation and
treatment of accounting and financial information.
Pursuant to professional standards applicable in France, we reviewed the internal auditing
objectives and general organization together with the internal auditing procedures with respect
to preparation and treatment of accounting and financial information presented in the President’s report.
On this basis, we have no matters to bring to shareholders’ attention on the information and
statements with respect to Company internal audit procedures relative to preparation and
treatment of accounting and financial information contained in the Board of Directors President’s report, drawn up under provisions of Article L.225-37 of the French Commercial Code.
Paris, June 8th 2004
The Auditors
BELLOT MULLENBACH & ASSOCIES
GUILLERET & Associés
Thierry Bellot, Pascal de Rocquigny
René Guilleret
Registered in the Auditors Company
of Paris
of Versailles
page 41
Annual Report 2003
DATA FOR LAST FIVE FISCAL YEARS
Financial data at year’s end
2000
2001
2002
2003
14 362 816
14 369 174
14 340 987
14 368 783
15 713 649
9 421 390
9 425 560
9 434 860
9 453 147
10 337 927
0
0
0
0
0
214 360 263
252 280 439
292 446 214
292 787 883
298 571 762
13 450 925
18 586 908
18 656 118
25 249 595
45 336 564
0
0
30 490
30 490
1 162 873
1 058 271
(4 893 570)
(6 580 423)
4 711 808
25 430 725
1 579 642
0
0
5 151 458
2 050 435
1,43
1,97
1,97
2,67
4,27
depreciation and provisions
0,11
(0,52)
(0,70)
0,50
2,46
c. Net dividend per share
0,17
0
0
0,50
0,20
d. Tax pre-paid to the Treasury
0,08
0
0
0
0,10
a. Share Capital
b. Issued share capital
c. Number of convertible debentures
1999
Global result on operating
a. Turnover
b. Profit before taxes, personnel’s profit sharing,
c. Income tax
d. Profit after taxes, personnel’s profit sharing,
e. Distributable profit and distributed
retained earnings
Result on operations per share
a. Profit after taxes, personnel's profit sharing,
but before depreciation and provisions
b. Profit after taxes, personnel's profit sharing,
Personnel
a. Number of employees
1 742
1 935
1 893
1 819
1 781
b. Wages ans salaries
37 084 690
40 598 004
41 847 254
41 361 180
40 258 150
c. Social security
16 032 867
16 045 315
16 065 764
16 378 916
16 418 332
Annual Report 2003
page 42
TABLE OF SUBSIDIARIES AND SHAREHOLDING INTERESTS AS AT DECEMBER 31ST 2003 (IN K4)
MONTUPET
MONTUPET
MFT
MONTIAC
UK LTD
GMBH
SARL
SA DE CV
12 390
26
8
7 680
48 187
25
297
100,0
100,0
12 390
ALUMALSA
MONTUPET MONTUPET MFT-MON-
CALCAST
LIMITEE
INC
TUPET SNC
LTD
3 486
7 368
8
10 836
41
(3 402)
8 213
2 908
69
7 698
460
50,0
100,0
97,7
100,0
100,0
99,0
100,0
26
4
7 680
1 561
7 435
9
10 836
41
0
0
0
0
0
0
0
0
0
123 690 (1)
0
0
0
4 573 (1)
4 925
0
0
1 419
used amount
2 880
0
0
0
0
0
0
0
0
Turnover for the fiscal year 2003
80 942
127
1 742
7 299
48 700
18 052
306
4 314
27 987
Profit or loss for the fiscal year 2003
9 354
1
58
357
2 426
(747)
5
2 459
1 325
17 027
0
(2)
0
0
0
0
0
0
Issued share capital
Accumulated retained
earnings before distribution
of profit for the fiscal year
Share held by parent
company in %
Value of share capital held by
parent Company (gross = net)
Loans and advances granted by
the parent company and not yet
repaid (in MONTUPET SA books)
Guarantees given by the parent
Cy (converted at year end)
maximal amount
Dividends received by the parent
Cy during the fiscal year 2003
Consolidation retreatments are taken into account.
(1) Including 12,196 M2 in favour of MONTUPET UK or its subsidiaries and 4,573 M2 in favour of MONTUPET UK,
MONTUPET Limitee or ALUMALSA.
(2) Payment of 90% of gross margin in 2003 : 846 363 2.
MONTUPET UK Ltd: Dunmurry Industrial Estate - The Cutts - Derriaghy - Belfast bt17 9hu / Nothern Ireland
MONTUPET GmbH: Karl-Götz Strasse 17 - 97424 Schweinfurt / Germany
MFT Sarl: 41, rue de la Bienfaisance - 75008 Paris / France
MONTIAC SA de CV: Calle San Pablo n° 50 - Desarrollo Industrial - Mieleras - CP 27400 - Torréon - Coahuila / Mexico
ALUMALSA: Carretera de Castellon - Km 8,400 - Apartado 4047 - Saragosse / Spain
MONTUPET Limitee: 50, rue Léger - Riviere-Beaudette / Quebec / Canada
MONTUPET Inc: 17197 N. Laurel - Park Drive - Livonia / Michigan 48152 / USA
MFT-MONTUPET Snc: Av. Gal Dumonceau, 56 - 1190 Forest / Belgium
CALCAST Ltd: 20 Kean’s hill road - Campsie Industrial Estate - Co Londonderry 99136 - North Ireland
page 43
Annual Report 2003
RESOLUTIONS PRESENTED BEFORE THE ANNUAL MEETING
HELD ON JUNE 29TH 2004
RESOLUTIONS WITHIN THE AUTHORITY OF AN ORDINARY GENERAL MEETING
FIRST RESOLUTION
Approval of the parent company’s financial statements and directors discharge
The Shareholders, having heard the Board of Directors and the Auditors reports on the social
accounts for the fiscal year 2003 and after studying the income statement, the balance-sheet,
together with their notes, approve these accounts and balance-sheet as shown, as well as all
the transactions they reflect.
They consequently discharge the directors from their financial administration during the fiscal
year 2003.
SECOND RESOLUTION
Approval of the consolidated financial statements
The Shareholders, having heard the Board of Directors and the Auditors reports on the
accounts for the fiscal year 2003 and after studying the consolidated income statement, the
consolidated balance-sheet, together with their notes, approve these consolidated accounts
and balance-sheet as shown, as well as all the transactions they reflect.
THIRD RESOLUTION
Allocation of income
The Shareholders note that the accounting result for the fiscal year 2003 is a profit amounting
to 25 430 725 Euros, and in compliance with the Board of directors proposals :
• record that the previous retained earnings amounted to 10 484 136 Euros by December 31st 2003
(taking into account the transfer of 3.256.269 Euros to the long term profits special reserve as
decided by the General Combined Meeting held on March 31st 2003),
• appropriate 496.546 Euros to the legal reserve, thus increasing it from 1.074.819 Euros to
1.571.365 Euros,
• distribute a dividend of 0,20 Euro per share, together with a tax credit of 0,10 Euro, representing a total amount of 2.050.895 Euros,
• record that the available retained earnings will therefore increase from 10.484.136 Euros to
33.367.420 Euros,
• record that the amount of distributed dividends in the last three years and of the corresponding tax credits (tax already paid to the fiscal authorities), were:
Annual Report 2003
page 44
Fiscal year
Net dividend
French Tax Credit
2000
0
0
2001
0
0
2002
0,50 Euros
0
(decided by a Meeting not
held to appropriate a year
profit)
FOURTH RESOLUTION
Directors fees
The shareholders decide to allocate 10.000 Euros to the Board of Directors.
FIFTH RESOLUTION
Ratification of the agreements mentioned in article L.225-38 to L.225-42 of the French Code of
Commerce
The Shareholders, having heard the auditor's report upon the transactions provided by the articles L225-38 to L225-42 of the Code of Commerce, approve and ratify the permission given by
the Board of Directors to enter into such transactions.
SIXTH RESOLUTION
Regulation of a Director’s appointment
As an inaccuracy slept into the minutes of the Combined Meeting held on March 31st 2003, the
shareholders confirm their decision taken on March 31st 2003 as follows :
• on one hand, by ratifying the cooptation of Mr François FEUILLET as Director, up to Mr François HENROT’s
- his predecessor – term end, i.e. after the Shareholders’ Meeting called to approve the financial statements for the 2002 fiscal year,
• on another hand, by appointing Mr François FEUILLET as Director for a period of six years,
expiring at the conclusion of the Shareholders’ Meeting called to approve the financial statements for the 2009 fiscal year.
SEVENTH RESOLUTION
Authorization of an Employee Share Issue
The report of the Board of Directors and the report by the Auditors having been made available
to the shareholders, pursuant to the provisions of Article L.225-129, VII of the French Commercial Code, the shareholders hereby authorize the Board of Directors to increase the share
capital, if it appears fit to the Board, at the time and in the quantities it will decide, in one or
several times, by a maximum amount of 30.400 2 nominal, i.e. by a maximum number of
20.000 shares with a face value of 1,52 Euro, this capital increase being reserved to the
company employees within a company savings scheme, and as provided by the Article L.443-5
of the Labour Code.
The shareholders empower the Board of Directors to implement this authorization, and in that
purpose :
page 45
Annual Report 2003
• determine seniority requirements to benefit from this operation, within the legal limits, and
the maximum number of shares a single employee may subscribe,
• determine the number of shares to be issued and their possession date,
• determine, according to the Article L.443-5 al. 3 of the Labour Code, the subscription price of
the new shares and the time to subscribe,
• determine the payment time limits and modalities,
• record the capital increase(s) and the related modifications in the Articles of Association,
• carry-out all the official acts needed following the capital increase, including implementing a
company savings scheme.
This authorization entails the waiver of pre-emptive rights to subscribe for the shares to be
offered to employees for subscription.
EIGHTH RESOLUTION
Shareholders identification
The shareholders decide to modify the Article 13 of the Articles of Association as follows :
“complying with article L.228-2 of the French Commercial Code, the company may ask at any
time to the relevant authorities against payment, the name and birth-date – for legal entities,
the name and creation date – the nationality and address of the shareholders with voting
rights, the quantity of detained shares, and the possible restrictions attached to their shares”.
RESOLUTIONS WITHIN THE AUTHORITY OF THE ORDINARY AND OF THE EXTRAORDINARY
GENERAL MEETINGS
NINHT RESOLUTION
Power to carry-out official acts
The General Meeting gives all powers to the carrier of a copy of the minutes of the meeting, in
view of carrying out all deposits and official acts provided by the law.
Annual Report 2003
page 46
REPORT OF THE AUDITORS ON THE FINANCIAL STATEMENTS
FOR THE FISCAL YEAR 2003
In accordance with the terms of our appointment at the Annual Shareholder’s Meeting, we
hereby submit our report for the year ended December 31st 2003, on :
- our examination of the financial statements of MONTUPET SA, as attached to this report,
- the specific procedures and information required by law.
These financial statements have been approved by your management board. Our responsibility
is to express an opinion on these financial statements, based on our audit.
I – OPINION ON THE FINANCIAL STATEMENTS
We conducted our audit in accordance with professional standards applied in France. Those
standards require that we plan and perform our audit to obtain a reasonable assurance that the
financial statements are free from material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial statements. It also
includes assessing the accounting principles used and significant estimates made in the
preparation of the financial statements, as well as evaluating their overall presentation. We
believe that our audits provide a reasonable basis for our opinion.
We certify that the financial statements present fairly, in all material respects, the assets and liabilities and financial position of the company at December 31st 2003, and the result of operations for
the year then ended in accordance with French generally accepted accounting principles.
II – JUSTIFICATION OF OUR ASSESMENTS
In accordance with Article L.225-235 of the French Commercial Code relating to the justification of the assessments, which applies for the first time to the year ended December 31st 2003,
we mention the following points :
The introductory paragraph in the notes details the accounting treatment and the consequences of the significant events in the fiscal year on the results of operations and on the
financial position. We appreciated the relevance of these information and of their evaluation.
Your company describes the nature and depreciation durations of deferred charges in the paragraph 2.11 in the notes to the financial statements. We appreciated the applied accounting
treatment and the depreciation methods and durations.
The assessments we have performed on the above matters are part of our audit procedures
relating to the financial statements, taken as a whole, and have thus contributed to the unqualified audit opinion expressed in part one of this report.
page 47
Annual Report 2003
III – SPECIFIC VERIFICATION
We have also performed the specific procedures required by law, in accordance with professional standards applied in France.
We are satisfied that the information given in the Board of Directors’ report and the documents
sent to shareholders on the financial position and financial statements is fairly stated and
agrees with those financial statements.
As required by the law, we also verified that details of the identify of shareholders are disclosed
in the Board of Directors report.
The Auditors
Annual Report 2003
René Guilleret
of Paris
of Versailles
page 48
REPORT OF THE AUDITORS ON THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FISCAL YEAR 2003
In accordance with the terms of our appointment at the Annual Shareholder’s Meeting, we have
audited the Consolidated financial statements of MONTUPET for the year ended December 31st 2003,
as attached to this report
These consolidated financial statements have been approved by your management board. Our
responsibility is to express an opinion on these financial statements, based on our audit.
I – OPINION ON THE CONSOLIDATED FINANCIAL STATEMENTS
We conducted our audit in accordance with professional standards applied in France. Those
standards require that we plan and perform our audit to obtain a reasonable assurance that the
financial statements are free from material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial statements. It also
includes assessing the accounting principles used and significant estimates made in the
preparation of the financial statements, as well as evaluating their overall presentation. We
believe that our audits provide a reasonable basis for our opinion.
We certify that the consolidated financial statements present fairly, in all material respects, the
consolidated results of operations and the consolidated assets and liabilities and financial
position of the consolidated entities.
II – JUSTIFICATION OF OUR ASSESMENTS
In accordance with Article L.225-235 of the French Commercial Code relating to the justification of the assessments, which applies for the first time to the year ended December 31st 2003,
we mention the following points :
The introductory paragraph in the notes details the accounting treatment and the consequences of the significant events in the fiscal year on the results of operations and on the
financial position. We appreciated the relevance of these information and of their evaluation.
Your company describes the nature and depreciation durations of deferred charges in the paragraph 2.5. in the notes to the financial statements. We appreciated the applied accounting
treatment and the depreciation methods and durations.
The assessments we have performed on the above matters are part of our audit procedures
relating to the consolidated financial statements, taken as a whole, and have thus contributed
to the unqualified audit opinion expressed in part one of this report.
page 49
Annual Report 2003
III – SPECIFIC VERIFICATION
On another hand, we also audited the data contained in the report of the Board of Directors.
We have no adverse comments upon the reliability and agreement of the consolidated accounts with
the data given in the Group management report.
The Auditors
Annual Report 2003
René Guilleret
of Paris
of Versailles
page 50
AUDITORS’ REPORT ON AN EMPLOYEE SHARE ISSUE PURSUANT TO PROVISIONS
OF ARTICLE 225-19 VII OF THE FRENCH COMMERCIAL CODE
- COMBINED MEETING HELD ON JUNE 29TH 2004 (SEVENTH RESOLUTION) -
In our capacity as Statutory Auditors of your company, and pursuant to provisions of Article L. 225-135
of the Commercial Code, we hereby present our report on the planned employee share issue
which would result in a capital increase of a maximum of 30.400 2, submitted to shareholders
for approval in accordance with the provisions of Article L.225-129 VII of the Commercial Code
and Article L. 443-5 of the Labour Code.
The Board of Directors are inviting shareholders to grant them full powers to set the terms and
conditions of the related share issue, as presented in their report, as well as to waive their preemptive subscription right.
We conducted our review in accordance with the professional standards applicable in France.
Those standards require that we carry out the necessary procedures to verify the methods used
to determine the issue price of new shares.
Subject to further examination of the terms and conditions of this issue, we have no matters to
bring to shareholders’ attention regarding the methods used to determine the issue price of
new shares as presented in the Board of Directors’ report.
As the issue price of new shares is not determined, we are not in a position to comment on the
final terms and conditions under which the issue will be conducted, nor, in consequence, on
the proposed waiver of shareholder’s pre-emptive rights to subscribe for the issue concerned,
the principle of which is in keeping with the nature of the proposed operation.
In accordance with Article L.155-2 of the decree of March 23rd, 1967, we will issue as supplementary report at the time of each such issue conducted by the Board of Directors.
The Auditors
René Guilleret
of Paris
of Versailles
page 51
Annual Report 2003
SPECIAL REPORT OF THE AUDITORS FOR THE FISCAL YEAR 2003
Ladies and Gentlemen,
In our capacity as Statutory Auditors of your company, we inform you about the regulated transactions, previously ratified by the Board of directors.
In compliance with Article L.225-40 of the French Commercial Code, we were informed of the
transactions that were previously approved by your Board of Directors.
We are not expected to trace such transactions but to communicate to you, on the basis of the
information we received, the main features and implementations of those we are aware of,
without assessing their liability. You are expected to appreciate the interest resulting from
these transactions in view of approving them.
Directors concerned: Messrs Stéphane MAGNAN and Marc MAJUS
The Board of Directors agreed that the current account advances between MONTUPET SA and
MONTIAC bear interest at the rate of 3,5% for the fiscal year 2003. The current account debiting
balance was amounting to 1.377.342 Euros by December 31st 2003.
The interests thus charged by MONTUPET SA to MONTIAC amounted to 48.146 Euros for the
fiscal year 2003.
On another hand, in compliance with the decree of march 23rd 1967, we were informed that the
following transactions concluded during previous years were still in force in year 2003.
1. MFT SARL
The profit sharing agreement dated January 9th 1990, between MONTUPET SA and MFT SARL, located
in 41, rue de la Bienfaisance - 75008 PARIS, that was no longer operative since January 2nd 1997, came
back into force in year 1999, in the interest of the MONTUPET SA – MFT group. This agreement,
amended on April 8th 1999 provides that MFT SARL will pay 90% of its gross margin to
MONTUPET SA, representing 846.363 Euros for the fiscal year 2003.
2. MFT-MONTUPET SNC
The Board of Directors, in its meeting of March 29th 2004, confirmed its authorization of the
following transactions signed with the group coordination centre, MFT-MONTUPET SNC,
located in 56, avenue du Général Dumonceau - 1990 FOREST in Belgium, as follows:
2.1. CAPITAL CONTRIBUTION
None in year 2003.
2.2. FINANCING OF SUBSIDIARIES
No further loan was granted in year 2003.
Annual Report 2003
page 52
2.3. FACTORING TRANSACTIONS
MONTUPET SA sold invoices to the coordination centre during year 2003. Sold amounts were
322.134.422 Euros. Financing charges amounted to 811.298 Euros and factoring charges to
651.779 Euros.
2.4. INVOICED SERVICES
The coordination centre invoiced 2.418.333 Euros mainly representing staff, administrative and
similar costs, plus 8%.
MONTUPET SA also pays the social contributions concerning the directors who are expatriated
in Belgium, and are the executive directors of the coordination centre MFT-MONTUPET SNC.
These costs amounted to 113.725 Euros for the fiscal year 2003. These paid contributions
concerning the other employees originating from MONTUPET SA amounted to 177.561 Euros.
3. MONTIAC
3.1. Upon March 27th 1998, MONTUPET SA signed with MONTIAC, its wholly owned subsidiary
located in Mexico, a “maquila” (subcontracting) agreement, by which MONTIAC produces
cylinder-heads, cylinder-blocks, wheels, braking-parts, structure parts, intake manifolds… on
behalf of MONTUPET.
Within this agreement, MONTUPET is committed to pay to MONTIAC all its direct and indirect
staff costs, rents, utility goods, insurances, raw materials and local components, plus a 5%
margin. The amount thus charged in year 2003 amounts to 7.154.083 Euros, including the 5%
margin.
3.2. Within a know-how and technical assistance agreement dated march 27th 1998,
MONTUPET provides free of charge its know-how, its designs, trade-marks, machining equipment, and raw materials to its wholly owned subsidiary, MONTIAC, located in Mexico; in the
sole view of enabling MONTIAC to provide mounting or production services to MONTUPET.
3.3. An agreement of mercantile commission dated July 1st 1999, appendix to the “maquila”
agreement, provides that MONTIAC will deliver its production to specified MONTUPET customers and the invoicing to these customers. As a compensation, MONTUPET pays a commission
amounting to 0,1% of the invoiced amounts (namely to FORD Mexico).
In 2003, MONTIAC invoiced its production up to 21.283.948 Euros and the mercantile commission amounted to 9.352 Euros.
The Auditors
René Guilleret
of Paris
of Versailles
page 53
Annual Report 2003
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE-SHEET ENDING DECEMBER 31ST 2003
Assets
Fiscal year 2003
Fiscal year 2002
Gross value
Depreciation
Net value
Net value
(K Euros)
(K Euros)
(K Euros)
(K Euros)
Intangible assets
Goodwil
1 620
1 620
0
0
Others
1 304
1 049
255
116
TOTAL
2 924
2 669
255
116
Fixed assets
Land
Buildings
Machinery and equipment
Others
Assets under construction
TOTAL
4 009
0
4 009
4 267
46 814
24 527
22 287
25 984
307 271
186 842
120 429
130 005
38 835
24 012
14 823
17 451
998
0
998
1 621
397 927
235 381
162 546
179 328
Financial assets
Shares in unconsolidated subsidiaries
35
0
35
35
Loans and others
521
0
521
634
TOTAL
556
0
556
669
401 407
238 050
163 357
180 113
27 696
1 422
26 274
28 996
1 496
0
1 496
2 250
TOTAL FIXED ASSETS
Inventories and work in progress
Raw materials
Spare-parts
Tooling
4 390
0
4 390
7 545
Work in progress and finished goods
18 626
36
18 590
23 567
TOTAL
52 208
1 458
50 750
62 358
Trade debtors
Advances and deposits on order
457
0
457
490
Accounts receivable and related
109 111
524
108 587
123 538
Other trade debtors
TOTAL
4 560
0
4 560
851
114 128
524
113 604
124 879
Others debtors
Deferred taxation
0
0
0
0
Others debtors
2 582
0
2 582
4 625
TOTAL
2 582
0
2 582
4 625
10
0
10
2 445
Cash
9 873
0
9 873
6 734
Prepayment
4 383
0
4 383
1 724
183 184
1 982
181 202
202 765
7 305
0
7 305
10 454
591 896
240 032
351 864
393 332
Marketable securities
TOTAL CURRENT ASSETS
Deferred charges
TOTAL ASSETS
Annual Report 2003
page 56
Liabilities
>
Fiscal year 2003
Fiscal year 2002
(K Euros)
(K Euros)
Stockholders’equity
Called-up Share capital
15 714
14 369
Capital surplus
11 496
3 642
Legal reserve
1 075
1 075
Regulated reserves
3 735
479
42
42
Other reserves
Consolidation difference
110 541
91 855
Retained earnings
10 484
14 180
Translation adjustment
(9 958)
(3 764)
Current year profit - Inside Group
20 458
24 507
163 587
146 385
1 880
5 562
TOTAL STOCKHOLDERS’EQUITY-Inside Group
Minority interests as per 01/01/2003
Current year profit - Outside group
Minority interests as per 31/12/2003
TOTAL STOCKHOLDERS’EQUITY
(78)
291
1 802
5 853
165 389
152 238
12 760
17 691
Other permanent capital and grants
Capital grants
Conditional advances
TOTAL
TOTAL PERMANENT CAPITAL
790
1 014
13 550
18 705
178 939
170 943
1 402
1 775
Provisions for liabilities and charges
Deferred taxation
14 392
13 062
TOTAL
15 794
14 837
Financial liabilities
47 998
96 734
6 231
7 372
Payments received on account
Liabilities
Accounts payable
65 972
68 379
Taxation and social security
18 692
17 509
8 367
5 587
93 031
91 475
Other trade creditors
TOTAL
Other creditors
Suppliers of fixed assets and others
8 440
9 489
TOTAL
8 440
9 489
Deferred income
1 431
2 482
351 864
393 332
TOTAL LIABILITIES AND STOCKHOLDERS’EQUITY
page 57
Annual Report 2003
CONSOLIDATED INCOME STATEMENT
Fiscal year 2003 (K4)
Operating income
NET SALES
438 472
474 694
Changes in inventory
(5 373)
(3 346)
Own work capitalized
1 297
6 698
Operating subsidies
7 833
5 665
0
2 795
10 995
10 935
453 224
497 441
189 108
205 673
Charges transfers
Others
TOTAL OPERATING INCOME
Operating costs
Cost of raw materials and other supplies
Other operating expenses
Salaries and wages
Taxes
52 163
62 648
129 536
139 167
5 964
6 223
40 419
35 613
9 524
16 739
426 714
466 063
26 510
31 378
Depreciation charges on fixed assets and
changes in provisions charges on current assets
Other charges
TOTAL OPERATING EXPENSES
1. Operating profit
Financial income
Receivable interests
Exchange gains
Release of provisions
376
50
5 924
6 021
1
0
185
158
6 486
6 229
Payable interests and related charges
2 747
4 682
Negative differences in exchange rates
3 508
2 468
1
0
Others
(648)
4
TOTAL FINANCIAL EXPENSES
5 608
7 154
878
(925)
27 388
30 453
Others
TOTAL FINANCIAL INCOME
Financial expenses
Write-downs and provisions
2. Financial profit (loss)
3. Profit from ordinary activities
Annual Report 2003
page 58
4. Extraordinary profit
(421)
3 040
Income tax
4 834
1 632
Deferred tax
1 753
7 063
20 380
24 798
(78)
291
20 458
24 507
5. Total net consolidated profit
Minority interests
NET CONSOLIDATED PROFIT ATTRIBUTABLE TO GROUP
ARE:
IN EUROS PER SHARE:
Net Profit attributable to the Group - per share
1,98
2,59
Profit from ordinary activities after income tax - per share
2,02
2,27
Diluted net Profit - per share
1,78
2,13
10 337 927
9 453 147
1 168 100
2 063 333
11 506 027
11 516 480
Number of issued shares
Stock option schemes 1998 (year 2002 only)
and 2001: nr of issuable shares
Number of issued and issuable shares
page 59
Annual Report 2003
NOTES TO THE CONSOLIDATED ACCOUNTS AS PER DECEMBER 31ST 2003
These accounts were approved by the Board of Directors on march 29th 2004. They are shown in
thousands Euros.
SIGNIFICANT ITEMS IN THE FISCAL YEAR
• Following the decrease in the tooling activity, restructuring measures were implemented.
Among those, early retirements cost 1.431 K€, accounted among the personnel costs,
• In 2003, MONTUPET UK wholly depreciated the capital expenditures incurred to create the
lost foam process, thus impacting the year result by 1.710 KGBP, i.e. 2.474 K€,
• A part produced by MONTUPET UK for FORD Is no longer produced since end september
2003. Measures were taken to transfer the production equipment on other programmes in
Belfast and in Canada, so that no extra depreciation was needed,
• After a customer modified its order programme, MONTUPET claimed an indemnity, payment
of which was agreed and which was accounted for 1.811 K€ in 2003 accounts, and was paid on
May 7th 2004.
1. CONSOLIDATION RULES
The consolidated accounts were drawn-up in compliance with the French principles and rules,
including the rule nr 99-02 issued by the “Comité de la Réglementation Comptable” (Accountancy Council) probated on June 22nd 1999.
1.1. CONSOLIDATED GROUP
Consolidation methods and holding rates are unchanged as compared with previous year.
The consolidated entities, that are consolidated using the global method, are the following:
- MONTUPET SA (mother-company),
- MONTUPET LIMITEE (100%) (Canada): aluminium foundry, car-parts manufacturer,
- MONTUPET UK (100%) (Northern Ireland): aluminium foundry, car-parts manufacturer, and
its subsidiaries WILLACE UK LTD, BS TOOLING LTD, GESFITEC UK LTD,
- ALUMALSA (97,71%) (Spain): aluminium foundry, car-parts manufacturer,
- MFT-MONTUPET Snc (100%) (Belgium): services inside the group,
- MONTIAC SA DE CV (100%) (Mexico): aluminium foundry, car-parts manufacturer,
- CALCAST LTD (100%) (Northern Ireland): aluminium foundry, car-parts manufacturer,
- MFT SARL (100%) (France): metal trading and services.
MONTUPET Inc. (USA), and MONTUPET GMBH, wholly owned by MONTUPET SA, of minor
significance for the purpose of providing a true and fair view of the Group were not taken into
account. Complementary data upon the affiliated companies appear on §2.3 hereunder.
1.2. CONSOLIDATION PRINCIPLES
All transactions between consolidated entities were eliminated. Minority interest were
recorded proportionally in the stockholders’ equity and in the income statement.
Statements of all consolidated entities are closed at December 31st 2003, each fiscal year
Annual Report 2003
page 60
including twelve months. The difference deriving from initial consolidation i.e. Between the
book-value of a company shares and their purchase price is allocated to identifiable items, or
capitalized as goodwill, disclosed under intangible assets. By end 2003, the goodwill was fully
written off. Unmatured discounted bills were included into the consolidated balance sheet.
The statements of consolidated companies are translated as follows:
Balance-sheets are translated at the rate valid at the reporting date.
In the P&L account, income and expenses are translated at the annual average market rate.
Translation adjustments resulting from the difference between previous and current closing
year exchange rates on the items in the balance-sheet, as well as those resulting from the
difference between the yearly average and closing exchange rates on the items in the income
statement appear as “translation adjustments” in the stockholders’ consolidated entity.
• Main exchange rates record:
- Sterling Pound:
- Canadian Dollar:
31.12.2002: 1 £
= 1,5373 €
31.12.2003: 1 £
= 1,4188 €
31.12.2003: 1 CAD = 0,6042 €
31.12.2002: 1 CAD = 0,616 €
1.3. ACCOUNTING PRINCIPLES AND BASES OF VALUATION
1.3.1. Intangible assets
Intangible assets are valued at purchase cost. Start-up expenses are written off immediately in the
year they are incurred. Research and development expenses are fully recorded in the P&L account.
1.3.2. Fixed assets
Fixed assets are valued at purchase cost plus costs to put them in working condition, or at
production cost. Interests related to loans financing fixed assets are not included.
Assets - except lands - are depreciated according to the following durations and methods:
Buildings
20 years
Straight line method
Fixtures and fittings
8 to 25 years
Machinery and tooling
8 to 15 years
or 8 years
Declining balance method
Vehicles
4 years
Office furniture and
1 to 10 years
Equipment
or 8 years
1.3.3. Financial assets
Participations in unconsolidated subsidiaries are valued either at purchase cost, or on the
basis of their value in use in view of their future prospects. Other financial assets are valued at
purchase costs. Accruals are set-up if applicable (bad debts).
1.3.4. Inventories and in process products
Inventories and in process products are valued at (purchase or manufacturing) cost or sales
price, whichever is lower. No financial cost is included.
Inventories from intra-group supplies are not reduced by inter-company profits and losses, the
total being not significant.
page 61
Annual Report 2003
1.3.5. Receivables and liabilities
Receivables and liabilities are registered at their nominal value. Those denominated in foreign
currencies are translated at the exchange rate valid on the reporting date, or at the hedged
rate if covered by hedging transactions. Foreign currencies translation differences are reported
in the P&L account (exchange loss or gain). Bad debts are written off when applicable.
1.3.6. Marketable securities
Marketable securities are recorded at their nominal value, excluding procurement costs.
During the year, MONTUPET SA bought shares within the programme authorized by the Annual
General Shareholders Meeting on June 30th 2003. On December 31st 2003, MONTUPET SA thus
held 83.354 of its own shares, bought at an average price of 13,98 € i.e. 1.160 K€. The consolidation re-treatment of this transaction was to reduce the consolidated stockholders’equity.
1.3.7. Ordinary and Extraordinary profit (loss)
The result from ordinary activities is the addition of the operating profit (or loss) and of the
financial profit (or loss). It includes all the profits and losses directly related to the current
group activities.
Extraordinary profits and losses are made of significant items that, in view of their unordinary
and not recurrent nature (such as assets disposals, provisions for risks and charges, expatriation allocations, penalties), cannot be regarded as belonging to the current group activities.
1.3.8. Deferred taxes
Timing differences between the taxable income and the accounting profit of consolidated
companies, together with some consolidation measures, result in deferred taxes in the consolidated statements.
Deferred taxes calculated using the variable method are rated as follows:
- French companies: rate is 34,35%,
- Spanish companies: rate is 35%,
- British companies: rate is 30% (subsidiaries in Northern Ireland)
- Canadian subsidiary: rate is 31,35%.
When the impact is significant, deferred taxes are discounted at 6%, according to a repayment
schedule.
This discounting reduces the net deferred tax liabilities by 1.379 K€ in MONTUPET SA accounts
and by 1.624 K€ in the subsidiaries in Northern Ireland, and increases them by 43 K€ in
MONTUPET LIMITEE accounts.
From the fiscal year 2002, deferred taxes were calculated for the subsidiaries in Northern Ireland
without taking into account their capital expenditure programmes nor their grant schemes.
Deferred taxes are therefore amounting to 14.392 K€. Deferred tax liabilities now appear among
the provisions for liabilities and charges to comply with the current practice.
The contribution record per company appears under § 2.15.
Annual Report 2003
page 62
1.3.9. Retirement benefits
Amount on
31.12.2003
MONTUPET SA Retirement benefit commitments
MONTUPET UK retirement pension scheme
(1)
TOTAL
1 380
473
1 853
(1) Pension scheme risks sharing: excess of liabilities over assets at 31.12.03.
The group companies have chosen pension schemes with defined contributions, therefore not
underwriting any commitment beyond these paid contributions. On another hand, MONTUPET SA
pays a retirement indemnity to its employees when they retire and MONTUPET UK partially
shares its pension scheme risk.
1.3.10. Capital grants
They are apportioned to the profit and loss account as the related fixed assets are depreciated.
1.3.11. Leasing contracts
Major leasing contracts have been restated in the accounts. Capitalized leased assets are a
building depreciated over 20 years, and lands (not depreciated).
The corresponding liability was reported under “other financial borrowings” and amounts to
2.895 K€ at the reporting date.
page 63
Annual Report 2003
2. NOTES TO THE BALANCE-SHEET AND INCOME STATEMENT
2.1. FIXED ASSETS (IN K€)
Assets
Opening
balance
Increases
Decreases
Exchange rate
variations
Closing
balance
Goodwill
1 620
0
0
0
1 620
Other intangible assets
1 113
214
(23)
0
1 304
385 063
25 281
(10 409)
(12 756)
387 179
10 748
0
0
0
10 748
669
1
(100)
(14)
556
399 213
25 496
(10 532)
(12 770)
401 407
Tangible assets
Tangible assets on lease
Financial assets
TOTAL
2.1.1. Goodwill (in K€)
Gross value 31.12.2003
MONTUPET UK
Endowments
316
Net value 31.12.2003
316
0
MONTUPET SA
416
416
0
WILLACE UK
398
398
0
BS TOOLING
401
401
0
89
89
0
1 620
1 620
0
MFT SARL
TOTAL
2.1.2. Other intangible assets (in K€)
Opening balance
Endowments
Closing balance
MONTUPET SA
911
763
148
MONTUPET UK consolidated
387
282
105
MFT SARL
5
4
1
CALCAST
1
0
1
1 304
1 049
255
TOTAL
2.2. DEPRECIATIONS AND PROVISIONS FOR LIABILITIES AND CHARGES RECORD (IN K€)
Assets
Opening balance
Increases
Decreases
Exchange rate
variations
Closing balance
Intangible assets
2 617
106
(54)
0
2 669
Tangible assets (1)
216 483
34 079
(9 131)
(6 050)
235 381
0
0
0
0
0
219 100
34 185
(9 185)
(6 050)
238 050
4 816
522
0
0
5 338
Financial assets
TOTAL
(1) Including fixed assets
on lease
Annual Report 2003
page 64
2.3. UNCONSOLIDATED PARTICIPATIONS (IN K€)
Assets
% participation
Capital
Result
MONTUPET Inc
100%
82
5
MONTUPET GmbH
100%
52
1
2.4.RECEIVABLES AND PAYABLES ANALYSIS (IN K€)
Accounts are receivable and payable within one year, except those mentioned hereunder.
Trade & sundry debtors
Trade & sundry liabilities
over one year
over one year
MONTUPET SA
1 312
0
CALCAST
MONTUPET LIMITEE
TOTAL
0
1 371
31
0
1 343
1371
2.5. DEFERRED CHARGES (IN K€)
Assets
Gross value
Increases
01.01.2003
Decreases
Gross value
(depr. & exch.
31.12.2003
rate variations)
MONTUPET SA:
- Extensive maintenance expenses
- Expatriation expenses of staff members
2 516
2 792
(2 633)
2 675
101
128
(106)
123
- Expenses related to our Mexican
subsidiary MONTIAC
3 887
0
(1 413)
2 474
- Expenses on Laigneville facilities
1 113
0
(342)
771
-New works started
2 837
0
(1 575)
1 262
10 454
2 920
(6 069)
7 305
TOTAL
Deferred charges appear in MONTUPET SA accounts only and are mainly made up as follows:
- Extensive maintenance expenses over large equipments (excluding breakdowns), amortized over 3 years; ie
the average delay between two maintenance operations,
- Testing and pre-operating expenses related to our Mexican subsidiary (from October 1st 2000) and to a plant
in France, Laigneville, (from January 1st 2001), amortized over 5 years,
- Spending on new facilities, amortized over 3 years, computed on the basis of a year production / whole forecasted production (with this equipment).
page 65
Annual Report 2003
2.6. VARIATION IN CONSOLIDATED CAPITAL (IN K€)
Group
Consolidated share capital by 01.01.2002
Euro conversion round-offs
MONTUPET SA capital increase (incl.capital surplus)
Translation adjustment
Outside group
Total
131 934
5 561
137 495
(2)
1
(1)
191
0
191
(7 825)
0
(7 825)
(2 420)
0
(2 420)
121 878
5 562
127 440
24 507
291
24 798
0
0
0
146 385
5 853
152 238
Impact of Montupet UK deferred taxes upon the
opening net worth
Equity by 31.12.2002
2002 earnings
Distributed dividends
Consolidated equity by 01.01.2003
MONTUPET SA capital increase (incl.capital surplus)
9 199
0
9 199
MONTUPET SA buying of own shares
(1 160)
0
(1 160)
(5 152)
(3 973)
(9 125)
Translation adjustments
(6 194)
0
(6 194)
51
0
51
143 129
1 880
145 009
20 458
(78)
20 380
163 587
1 802
165 389
Miscellanea
Consolidated equity by 31.12.2003
2003 earnings
TOTAL
Called-up and fully paid share capital consists in 10.337.927 shares with a face value of 1,52 Euros each, i.e. a
total of 15.713.649 Euros, against 9.453.147 shares with a face value of 1,52 Euros each, i.e. 14.368.783 Euros
as per December 31st 2002.
This results from:
- The issue of 852.980 shares created under the stock-option scheme dated January 20th 1998 authorized by
the Extraordinary General Meeting held on January 20th 1998 (On December 31st 2003, 889.547 shares had
been created out of 900.000).
- The issue of 31.800 shares created under the stock-option scheme dated November 16th 2001 authorized by
the Extraordinary General Meeting held on February 29th 2001 (On December 31st 2003, 31.900 shares had
been created out of 1.200.000).
The corresponding capital surplus amounts to 7.854.077 Euros for year 2003.
The 1998 stock-option scheme was closed in 2003. 1.168.100 shares are issuable within the 2001 stock-option
scheme. The share capital could therefore be made of 11.506.027 shares.
During the year, MONTUPET SA bought shares within the programme authorized by the Annual General
Shareholders Meeting on June 30th 2003. On December 31st 2003, MONTUPET SA thus held 83.354 of its own
shares, bought at an average price of 13,98 € i.e. 1.160 K€. The consolidation re-treatment of this transaction
was to reduce the consolidated stockholders’equity.
Annual Report 2003
page 66
2.7. OTHER EQUITY AND CAPITAL GRANTS ON THE BALANCE-SHEET (IN K€)
Balance
Grants
Conditional advances
TOTAL
Increase
Apportionment
Exchange rate
Closing
to profit & loss
variations
balance
17 691
3 796
(7 583)
(1 144)
12 760
1 014
0
(224)
0
790
18 705
3 796
(7 807)
(1 144)
13 550
Other equity are made up of non refundable grants.
Conditional advances are a financial assistance from ANVAR (innovation incentives) and ADEME. ADEME
funds financed a used casting sand regeneration system.
2.8. FINANCIAL LIABILITIES (IN K€)
Bank loans
Leasing contracts
TOTAL
Gross amount
Current portion
Between 1 and 5 years
Over five years
45 103
37 108
13 395
0
2 895
586
1 269
1 040
47 998
32 294
14 664
1 040
page 67
Annual Report 2003
2.9. FINANCIAL LIABILITIES ANALYSIS PER CURRENCY (IN K€)
Amount in K4
Euro - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 38 510
Sterling Pound - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 8 250
US Dollar
-------------------------------------------------------------------------------------------------------------------------------------
1 238
Canadian Dollar - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 0
Others
-----------------------------------------------------------------------------------------------------------------------------------------------
TOTAL
-------------------------------------------------------------------------------------------------------------------------------------------
0
47 998
In compliance with the company policy, all the interests on financial liabilities are payable on the basis of a
variable rate. Repayable subsidies were granted without interests.
2.10. PROVISIONS RECORD (IN K€)
Assets
Opening
Increases:
Decreases:
Exchange rate
Closing
balance
endowments
recaptures
variations
balance
MONTUPET SA reserves
for risks and charges
25
0
(25)
0
0
consolidated (1)
1 750
0
(219)
(129)
1 402
TOTAL
1 775
0
(244)
(129)
1 402
MONTUPET UK
(1) Provision for equipment maintenance costs.
2.11. PUBLIC GRANTS:
2.11.1. Grants received in Northern Ireland:
By year-end, receivable grants reported in the balance-sheet amounted to 1.192 K€.
2.12. GRANTS RECEIVED IN THE P&L ACCOUNT
They include training and employment grants (250 K€) and capital expenditures grants (7.583 K€) apportionable to the fiscal year.
Annual Report 2003
page 68
2.13. EXTRAORDINARY INCOME & EXPENSES (IN K€)
Profits
Losses
MONTUPET SA
354
1 238
ALUMALSA
243
0
Entity analysis
MONTUPET LIMITEE
MONTUPET UK CONSOLIDATED
3
816
309
CALCAST
0
279
MONTIAC
0
5
MFT SARL
0
6
1 416
1 837
TOTAL
Analysis by nature
Extraordinary expenses transfer
- Expenses of expatriated staff members
127
Other extraordinary income
- Land expropriation in Spain
163
- Indemnity received from a customer
74
- Gain on Cendicor dismantling
41
- Others
162
Other extraordinary expenses
- Montupet SA expenses of expatriated staff members
158
- Penalties and indemnities
128
- Others
247
Extraordinary provisions for risks and charges (net)
139
Gains and losses on assets disposals
- Supplier dispute settling and several capital transactions
- Sales of fixed assets
48
662
- Net accounting value of sold assets
TOTAL
1 304
1 416
1 837
page 69
Annual Report 2003
2.14. RESEARCH & DEVELOPMENT EXPENSES
Research and development expenses were mostly incurred by MONTUPET SA and MONTUPET UK. They
amounted to 2 964 K€ and were broken-down as follows:
- Personnel expenses
-------------------------------------------------------------------------------------------------------------
2 282 K€
- Operating expenses (equipment, consumable goods, patents, depreciation) - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 682 K€
2.15. DEFERRED TAXES (IN K€)
Temporary
Endowments
Exchange rates
differences
(and recaptures)
variation
MONTUPET SA
ALUMALSA
MONTUPET LIMITEE
CALCAST
TOTAL
Closing balance
6 088
2 311
0
8 399
450
79
0
529
6 349
(587)
(428)
5 334
175
(79)
6
102
0
29
(1)
28
13 062
1 753
(423)
14 392
2.16. TAXES ANALYSIS (IN K€)
Consolidated result before taxes - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 26 968
Mother-company tax rate
Theorical tax
-----------------------------------------------------------------------------------------------------------
34,33%
--------------------------------------------------------------------------------------------------------------------------------
9 257
Impact of:
- foreign companies tax rate difference
- permanent differences
- discounting
(508)
(2 758)
-----------------------------------------------------------------------------------------------------------------------
297
-----------------------------------------------------------------------------------------------------------------------------------
(35)
----------------------------------------------------------------------------------------------------------------------------------
336
- un-activated losses
- tax credits
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
- other differences
---------------------------------------------------------------------------------------------------------------------------
(3)
--------------------------------------------------------------------------------------------------------------------
6 587
-------------------------------------------------------------------------------------------------------------------------------
4 834
------------------------------------------------------------------------------------------------------------------------------
1 753
Actual corporation tax
Of which:
- payable tax
- deferred tax
3. FINANCIAL COMMITMENTS AND OTHER DATA
3.1. COMMITMENTS GIVEN (IN K€)
MONTUPET SA
- Guarantees and securities
-----------------------------------------------------------------------------------------------------------
2 880
- Other commitments - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 283
- Guarantees and securities
-----------------------------------------------------------------------------------------------------------
1 068
MONTUPET LIMITEE
- Other commitments - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 351
TOTAL COMMITMENTS GIVEN - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 4 582
Annual Report 2003
page 70
3.2. COMMITMENTS RECEIVED (IN K€)
MONTUPET SA
- Guarantees and securities received - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 290
TOTAL COMMITMENTS RECEIVED
-------------------------------------------------------------------------------------------------------
290
3.3. HEDGING TRANSACTIONS
There was not any hedging transaction in year 2003.
3.4. EMPLOYEES
Directors and executives
Foremen, technicians, and employees
2003
2002
2001
182
185
175
800
808
873
Workers
3 158
3 237
3 311
TOTAL
4 140
4 230
4 359
3.5. DIRECTORS FEES
Salaries and advantages granted to the directors in view of their duties in the controlled subsidiaries globally
amount to 1.526.010,32 Euros.
page 71
Annual Report 2003
3.6. MONTUPET GROUP STATEMENT OF SOURCES AND APPLICATION OF FUNDS (IN K4)
Fiscal year 2003
Fiscal year 2002
20 458
24 507
(78)
291
I - Cash-flow from operating activities:
A. Net income before minority interests
- Minority interests
B. Adjustments to reconcile net income to net cash
provided by operating activities
- Gross depreciations and changes in reserves for risks
and charges
40 013
35 734
- Capital grants apportioned to profit and loss
(7 583)
(4 263)
- Changes in deferred taxes
1 808
7 063
594
(2 471)
- Increase in deferred charges
(2 921)
(2 737)
C. Gross cash-flow of consolidated companies A+B (1)
52 291
58 124
deferred taxes)
26 866
1 763
CASH-FLOW PROVIDED BY OPERATING ACTIVITIES C+D
79 157
59 887
- Additions to fixed assets
(25 495)
(23 366)
- Additions to investments
(1)
- Net capital gains on disposals of assets
D. Net change in working capital (except variation in
II - Cash-flow from investing activities:
- Proceeds from disposals of tangible or intangible assets
709
4 003
(692)
178
(25 479)
(19 185)
- Capital increase in cash (incl. capital surplus)
9 199
191
- Loans variations (new loans less repayments)
(54 795)
(59 226)
3 796
4 806
(279)
(183)
- Proceeds from disposals of investments
CASH-FLOW (USED) BY INVESTING ACTIVITIES
III - Cash-flow from financing activities:
- Grants variation (grant received less repayments)
- Conditional advances variation (new advances less repayments)
- Buying of own shares
(1 160)
- Dividends paid to parent company shareholders
(5 152)
- Dividends paid to minority interests shareholders
(3 973)
- Others
5
NET (USED) CASH PROVIDED BY FINANCING ACTIVITIES
(52 359)
(54 412)
- Impact of exchange rate variations
(615)
(196)
NET CURRENT CASH VARIATION
(615)
(196)
Current cash variation before exchange rates variation
1 319
(13 710)
- Impact of exchange rate variations
(615)
(196)
704
(13 906)
Cash variation:
TOTAL CASH-FLOWS
(1) The gross cash-flow defined in the above table does not include the capital grants apportioned to profit and loss
(7 583 K€) and changes in assets reserves (- 74 K€). This table is calculated at average exchange rates.
Annual Report 2003
page 72
4. DATA PER GEOGRAPHICAL AREA
Turnovers
Year 2003
Year 2002
210,68
212,59
France and Belgium
Mexico
United-Kingdom (1)
Variation
(0,90%)
21,61
22,34
(3,27%)
139,43
160,75
(13,26%)
Spain
48,7
47,16
3,27%
Canada
18,05
30,88
(41,55%)
TOTAL
438,47
473,72 (1)
(7,44%)
Operating result
Net fixed assets
Year 2003
Year 2002
Year 2003
Year 2002
France & Belgium
8,47
12,49
59,10
68,47
Mexico
3,2
1,7
14,00
15,92
11,6
United-Kingdom (1)
15,06
67,10
71,12
Spain
4,23
3,72
14,10
13,94
Canada
(1)
(1,6)
8,30
9,88
TOTAL
26,5
31,37
162,60
179,33
(1) 1 million € were reclassified between turnover / other operating income for CALCAST, to
improve the comparability of the fiscal years.
page 73
Annual Report 2003
FINANCIAL STATEMENTS
Annual Report 2003
page 74
MONTUPET SA BALANCE SHEET AS PER DECEMBER 31st 2003
Fiscal year 2003
Fiscal year 2002
Gross value
Accumulated
Net value
Net value
(Euros)
write downs (Euros)
(Euros)
(Euros)
Intangible assets
Patents
895 831
Goodwill
127 461
Other intangible assets
TOTAL
748 251
147 580
9 171
127 461
127 461
15 245
15 245
0
0
1 038 537
763 496
275 041
136 632
2 321 402
2 321 402
Fixed assets
Land
2 321 402
Buildings
8 004 315
5 223 240
2 781 075
3 188 755
Technical equipment & machines
83 988 178
41 625 257
42 362 921
49 151 263
Other equipment
33 361 098
19 301 949
14 059 149
16 184 004
410 248
231 851
Payments on account
410 248
35 689
TOTAL
128 120 930
66 150 446
35 689
186 631
61 970 484
71 263 906
39 939 497
39 939 497
Financial assets
Shares in affiliated Cies
39 939 497
Loans to affiliated Cies
1 377 342
1 377 342
1 074 705
Other participations
1 184 523
1 184 523
23 773
416 689
416 689
469 283
69 690
69 690
71 847
Loans
Deposits and mortgages
TOTAL
42 987 741
0
42 987 741
41 579 105
172 147 208
66 913 942
105 233 266
112 979 643
15 455 213
1 422 007
14 033 206
17 402 810
9 191 807
36 298
9 155 509
11 037 615
24 647 020
1 458 305
23 188 715
28 440 425
407 334
709 243
64 051 578
55 917 275
2 786 009
3 084 688
67 244 921
59 711 206
9 693
9 693
2 444 477
Cash
1 338 396
1 338 396
770 217
Prepaid expenses
2 650 787
2 650 787
1 744 775
94 432 512
93 111 100
7 304 149
7 304 149
10 452 903
513 958
513 958
293 829
207 483 885
216 837 475
TOTAL FIXED ASSETS
Raw materials & supplies
Work in progress & finished goods
TOTAL
Outstanding debts
Advances and deposits on orders
Receivables and related
407 334
64 575 547
Others
2 786 009
TOTAL
67 768 890
Marketable securities
TOTAL CURRENT ASSET
Deferred charges
Difference of exchange rates
TOTAL ASSETS
Annual Report 2003
96 414 786
276 380 101
page 76
523 969
523 969
1 982 274
68 896 216
>
Liabilities
Fiscal year 2003
Fiscal year 2002
(Euros)
(Euros)
Capital
Called-up Share Capital
15 713 649
14 368 783
Capital surplus
11 496 388
3 642 310
Legal reserve
1 074 819
1 074 819
Regulated reserves
3 735 281
479 012
Other reserves
Retained earnings
Grants received
42 364
42 364
10 484 136
14 180 056
5 502
7 835
Regulated provisions
19 704 058
20 150 896
Current year profit
25 430 725
4 711 808
TOTAL CAPITAL STOCK
87 686 922
58 657 883
687 172
974 781
88 374 094
59 632 664
513 958
318 329
Other capital stock
Research and development funding
TOTAL PERMANENT CAPITAL
Provisions for liabilities
Provisions for charges
TOTAL
0
0
513 958
318 329
28 507 265
53 350 244
Financial liabilities
Bank loans and overdrafts
Other financial loans and liabilities
TOTAL
0
860 419
28 507 265
54 210 663
Outstanding liabilities
Payments received on account
4 413 088
5 356 540
Accounts payable and related
64 314 425
57 380 325
Taxation and Social Security
12 662 367
10 993 916
1 458 035
1 462 014
Suppliers of fixed assets
Other outstanding liabilities
3 758 938
22 136 441
86 606 853
97 329 236
Deferred income
2 461 401
2 980 568
Difference of exchange rates
1 020 314
2 366 015
207 483 885
216 837 475
TOTAL
TOTAL LIABILITIES
page 77
Annual Report 2003
MONTUPET SA INCOME STATEMENT AS PER DECEMBER 31st 2003
Fiscal year 2003
Fiscal year 2002
(Euros)
(Euros)
Operating income
Sales from production
297 707 693
291 972 648
864 069
815 235
298 571 762
292 787 883
(2 661 935)
(1 268 335)
Own work capitalized
216 018
211 474
Operating subsidies
103 565
133 265
Services
NET SALES
Write back of depreciation charges and charges
transfers
4 925 701
4 304 179
Others
7 530 949
11 647 693
308 686 060
307 816 159
107 389 091
105 568 167
TOTAL OPERATING INCOME
Operating expenses
Cost of raw materials and other supplies
Other operating expenses
Taxes
Salaries and wages
2 635 707
4 224 636
105 821 226
102 178 751
5 459 844
5 746 286
40 258 150
41 361 180
Social security costs
16 418 332
16 378 917
Depreciation charges on fixed assets
19 067 766
18 733 350
Provision charges on current assets
1 803 870
1 504 237
267 255
409 434
299 121 241
296 104 958
9 564 819
11 711 201
Other charges
TOTAL OPERATING EXPENSES
1. Operating profit
Financial income
From participations
From marketable securities
Other interest receivable and similar income
17 026 800
0
0
0
146 602
94 682
293 829
1 176 082
4 033 287
566 765
15 934
28 550
21 516 452
1 866 079
Write back of depreciation charges and
charges transfers
Positive differences in exchange rates
Profits on sales of marketable securities
TOTAL FINANCIAL INCOME
Financial expenses
Depreciations and provisions charges
513 958
293 829
Interest payable and related charges
2 421 875
4 758 799
Negative differences in exchange rates
1 114 296
831 892
0
0
4 050 129
5 884 520
2. Financial profit (loss)
17 466 323
(4 018 441)
3. Profit from ordinary activities
27 031 142
7 692 760
Losses on sales of marketable securities
TOTAL FINANCIAL EXPENSES
Annual Report 2003
page 78
Extraordinary income
Fiscal year 2003
Fiscal year 2002
(Euros)
(Euros)
>
On revenue transactions
39 711
2 001
On capital transactions
47 645
26 003
Write back of depreciations and provisions
1 776 906
384 442
TOTAL EXTRAORDINARY INCOME
1 864 262
412 446
On revenue transactions
479 193
415 047
On capital transactions
645 617
15 102
Depreciations and provisions charges
1 176 996
2 932 759
TOTAL EXTRAORDINARY EXPENSES
2 301 806
3 362 908
4. Extraordinary loss
(437 544)
(2 950 462)
0
0
1 162 873
30 490
25 430 725
4 711 808
Extraordinary expenses
Profit sharing by workers and employees
Taxes on income
5. Net profit for the year
page 79
Annual Report 2003
NOTES TO MONTUPET SA FINANCIAL STATEMENTS AS ON 31.12.2003
The fiscal year includes 12 months, from January 1st to December 31st 2003. Notes and tables
hereunder form an integral part of the annual accounts. These annual accounts were drawn up on
March 29th 2004 by the Board of Directors.
SIGNIFICANT ITEMS IN THE FISCAL YEAR
After a customer modified its order programme, MONTUPET claimed an indemnity, payment of
which was agreed and which was accounted for 1.811 K€ in 2003 accounts, and has been paid
on May 7th 2004.
1. ACCOUNTANCY RULES AND METHODS
1.1. VALUATION METHODS
The annual accounts of the fiscal
year ending on December 31st 2003
were prepared and presented in
compliance with accountancy rules,
respecting the prudence and fiscal
year independency principles and
assuming the continuity of operations.
Evaluation methods used for 2003
have not been modified since last
year.
1.2. ADDITIONAL DATA
1.2.1. Fixed assets
a) Tangibles
Fixed assets are valued at purchase costs plus costs to put them in working condition. Procurement costs are not included.
Assets are depreciated according to the following durations and methods:
Buildings
20 years
Fixtures and fittings
8 to 10 years
Machinery and tooling
8 years
Office furniture
10 years
Computers
4 years
Software
1 year
b) Financial assets
Investments in unconsolidated subsidiaries are valued either at purchase cost, either on the
basis of their value in use in view of the future prospects of the subsidiary. Other financial
assets are valued at purchase cost. Accruals are set up if applicable (bad debts).
Annual Report 2003
page 80
Financial assets are split as follows:
Gross value
Increases
Decreases or
Gross value
Disposals
31.12.2003
01.01.2003
Shares in affiliated companies
Loans to affiliated companies
39 939 497
0
0
39 939 497
1 074 705
8 765 256
(1)
(2)
1 377 342
1 160 750
(4)
0
1 184 523
469 283
15 670
68 264
416 689
71 847
1 520
3 677
69 690
41 579 105
9 943 196
8 534 560
42 987 741
Others participations
23 773
8 462 619
Long term loans granted to
personnel (3)
Deposit and mortgages
TOTAL
(1) Corresponds to the loans granted to MONTIAC.
(2) Corresponds to invoices covering expenses and commissions, issued by MONTIAC in 2003;
(3) Long term loans granted to the staff mainly represent the employer contribution towards home
building until 1986. They were granted to collecting organisms for 20 years and bear no interest.
(4) Corresponds to the acquiring of 83.354 own shares (see § 1.2.4.).
1.2.2. Inventories
Raw materials and goods are valued applying the First in - First out (FIFO) method. Storage
costs are not included in this valuation. Finished products and in process products are
valued at manufacturing cost. Manufacturing expenses are valued on the basis of the
normal production capacity of the company, excluding any under-activity or storage costs.
Inventories and in process products are reduced by depreciation, if applicable, as follows:
• Raw materials, supplies, consumable goods, and packing: a provision is set-up when the
turn-over of stocks is low.
• In process products and tooling: the depreciation represents the difference between cost
and sale price when the latter is lower.
Inventories are detailed as follows:
Gross value 01.01.2003
Depreciation
Net value 31.12.2003
Raw materials
4 097 187
34 422
4 062 765
Other supplies
6 742 861
858 855
5 884 006
In process products
5 208 118
23 205
5 184 913
In process tooling
4 560 054
528 730
4 031 324
Packing
Finished products
TOTAL
55 111
0
55 111
3 983 689
13 093
3 970 596
24 647 020
1 458 305
23 188 715
1.2.3. Receivables and liabilities
Receivables and liabilities are recorded at their nominal value. Those drawn-up in
foreign currencies are translated at the exchange rate valid on the reporting date.
Doubtful receivables are depreciated by way of provisions.
page 81
Annual Report 2003
1.2.4. Securities
• Securities
Securities are registered at their nominal value, excluding costs incurred for their acquiring.
According to the stock option plan authorized by the general extraordinary meeting of
December 18th 1987, and opened in 1990, the company bought 20 245 MONTUPET SA shares,
corresponding at the number of issued options. 20 005 options have been exercised to date,
and the plan is now closed. MONTUPET SA therefore still owns 2 400 MONTUPET SA shares,
registered at 9 693 Euros (240 x 10 after operation in capital).
• Own shares
The annual Ordinary and Extraordinary Shareholders Meeting held on June 30th 2003, pursuant
to the provisions of Article L.225-209 of the French Code of Commerce, authorized the Board of
Directors to purchase Company shares, representing up to 10% of the share capital on the day of
the meeting less 2.400 shares already owned, with the following objectives:
• the management of cash-flow or of shareholders fund if it appears that implementation of
this programme is appropriate,
• the repurchase of a number of shares corresponding to the shares issued or to be issued
following exercise of subscription options for the Company’s shares,
• the application of programmes for purchasing or selling Company shares within the framework of share purchase option plans,
• the purchase and sale in the light of market circumstances,
• the price stabilization by systematic intervention against market trends,
• any other legally permissible objective, or objective which might become legally permissible
by applicable law or regulations then in effect. In such a case, the Company would inform its
shareholders by a press release.
On December 31st, the company owns 83.354 MONTUPET SA shares within this programme,
bought at an average price of 13,93 Euros, ie for a total cost of 1.160.751 Euros.
In view of the average December rate at 13,97 Euros, no depreciation provision was set up on
these shares. They are registered among the financial assets, under the account nr 2771.
1.2.5. Conditional advances
Conditional advance movements are recorded as follows:
Opening
New loans
Repayments
balance
Closing
Current
balance
portion
ANVAR loans
777 780
0
225 772
552 008
80 022
ADEME loans
197 001
0
61 836
135 165
63 163
TOTAL
974 781
0
287 608
687 173
143 185
These advances are refundable financial loans. Anvar advances are innovation incentives.
ADEME advances helped to finance a sand regeneration system.
Annual Report 2003
page 82
1.2.6. Debenture loans and other loans
Loan movements are recorded as follows:
Opening
Loans sub-
Loans
Closing
Current
balance
scribed in 2003
Repayments
balance
portion
Other loans
21 886 154
0
6 586 154
15 300 000
2 700 000
TOTAL
21 886 154
0
6 586 154
15 300 000
2 700 000
This table does not include:
- bank current loans and overdrafts
-------------------------------------------------------------------
13 187 956
- outstanding interests - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 13 909
Totalling
------------------------------------------------------------------------------------------------------------
That together with above-mentioned "other loans"
----------------------------------------------
13 207 265
15 300 000
make-up the "bank loans and overdrafts" disclosed in the balance-sheet - - - - - - - - - - - - - - 28 507 265
page 83
Annual Report 2003
2. DEVELOPMENT AND NOTES TO THE FINANCIAL STATEMENTS
2.1. FIXED ASSETS RECORD
Assets
Gross value
Purchases
Disposals
01.01.2003
Gross value
31.12.2003
Intangible assets
879 747
179 985
21 195
1 038 537
TOTAL
879 747
179 985
21 195
1 038 537
Land
2 321 402
0
0
2 321 402
Buildings
8 031 258
0
26 943
8 004 315
Technical equipment and machines
83 380 565
3 018 644
2 411 031
83 988 178
Fixtures, fittings, tools and equipment
32 670 622
1 134 593
2 543 155
31 262 060
Fixed assets
Vehicles
0
0
0
0
2 318 428
127 997
347 388
2 099 037
128 722 275
4 281 234
5 328 517
127 674 992
231 851
405 675
227 278
410 248
Payments on account
186 631
35 689
186 631
35 689
TOTAL
418 482
441 364
413 909
445 937
Office equipment and furnitures
TOTAL
Investments - financial assets
Shares in affiliated companies and
related loans
41 014 202
8 765 256
8 462 619
41 316 839
Loans
469 283
15 670
68 264
416 689
Others
95 620
1 162 271
3 677
1 254 214
TOTAL
41 579 105
9 943 197
8 534 560
42 987 742
171 599 609
14 845 780
14 298 181
172 147 208
Increases
Decreases
Closing balance
TOTAL FIXED ASSETS
2.2. AMORTIZATION AND DEPRECIATION RECORD
2.2.1 Accounting depreciation record
Opening balance
Intangible assets
743 115
41 576
21 195
763 496
4 842 503
403 869
23 132
5 223 240
34 229 302
9 651 372
2 255 418
41 625 256
Fixtures, fittings, tools and equipment
16 788 041
2 745 808
2 056 961
17 476 888
Fixed assets:
Buildings
Vehicles
Office equipment and furnitures
TOTAL
Annual Report 2003
page 84
0
0
0
0
2 017 005
155 445
347 388
1 825 062
58 619 966
12 998 070
4 704 094
66 913 942
2.2.2. Derogatory depreciation record
Opening balance
Increases
Decreases
Closing balance
20 150 896
1 176 996
1 623 834
19 704 058
TOTAL
20 150 896
1 176 996
1 623 834
19 704 058
2.3. PROVISIONS RECORD
Description
Opening balance
Increases
Decreases
Closing balance
Regulatory provisions
Derogatory depreciation
20 150 896
1 176 996
1 623 834
19 704 058
TOTAL
20 150 896
1 176 996
1 623 834
19 704 058
293 829
513 958
293 829
513 958
24 500
0
24 500
0
318 329
513 958
318 329
513 958
0
0
0
0
Provisions for exchange losses
Other provisions
TOTAL
Provisions on fixed assets and others
Intangible assets
Tangible assets
0
0
0
0
Financial assets
0
0
0
0
1 504 237
1 458 305
1 504 237
1 458 305
551 627
345 565
373 223
523 969
0
0
0
0
TOTAL
2 055 864
1 803 870
1 877 460
1 982 274
TOTAL
22 525 089
3 494 824
3 819 623
22 200 290
Trade debtors
Other depreciation provisions
page 85
Annual Report 2003
2.4. TIME ANALYSIS OF RECEIVABLES AND PAYABLES
Gross amount Current portion Non-current
Receivables
31.12.2003
Loans to affiliated compagnies
Other loans
(1) (2)
Other financial assets
Doubtful or bad debts under litigation
Other trade receivables
(3)
Personnel and related
Social Security receivable and related
portion
1 377 342
1 377 342
0
416 689
65 547
351 142
69 690
0
69 690
6 667
0
6 667
64 568 880
63 684 678
884 202
31 005
31 005
0
184 240
184 240
0
0
0
0
528 629
528 629
0
46 000
46 000
0
1 095 256
671 477
423 779
State and other authorities
- Income tax
- Value added tax
- Sundry taxes
Others
- Group
- Other debtors
- Deferred charges
TOTAL
900 879
641 316
259 563
2 650 787
2 650 787
0
71 876 064
69 881 021
1 995 043
Over 5 years
(1) New loans granted.
15 670
(2) Repayments received.
68 264
Liabilities
Bank loans and overdrafts
Sundry financial loans and liabilities
Accounts payable
Gross amount
Current
Between 1
31.12.2003
portion
and 5 years
28 507 265
15 907 265
12 600 000
0
0
0
0
0
64 314 425
64 314 425
0
0
Personnel and related
3 048 791
3 048 791
0
0
Social Security payable and related
6 768 245
6 768 245
0
0
- Corporation tax
1 072 383
1 072 383
0
0
- Value added tax
943 049
943 049
0
0
- Other taxes and related
829 899
829 899
0
0
Suppliers of fixed assets and related accounts
1 458 035
1 458 035
0
0
Other liabilities
3 758 938
3 758 938
0
0
Deferred income
2 461 401
2 461 401
0
0
113 162 431
100 562 431
12 600 000
0
State and other autorities
TOTAL
Loans subscribed during the year
Loans refunded during the year
Annual Report 2003
page 86
0
6 586 154
2.5. BILLS OF EXCHANGE PAYABLE OR RECEIVABLE
Accounts payable and related
------------------------------------------------------------------------
30 565 105
-----------------------------------------------------------------------------
Creditors suppliers of fixed assets and related
9 010 389
--------------------------------------------------------
151 843
TOTAL - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 9 162 232
2.6. INFORMATION ABOUT RELATED COMPANIES
Loans to affiliated companies
-----------------------------------------------------------------------------
1 337 342
1 575 594
------------------------------------------------------------------------------------------------
1 095 256
-----------------------------------------------------------------------------------------------------------------
4 048 192
Sundry creditors
TOTAL
--------------------------------------------------------------------------
Suppliers and related
Sundry debts
---------------------------------------------------------------------------------------
26 228 377
-------------------------------------------------------------------------------------------------------
134 597
2.7. DEFERRED INCOME
Trade debtors and related
Other debtors
TOTAL
-----------------------------------------------------------------------------------
7 322 917
------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
653 358
7 976 275
2.8. PREPAYMENTS
Advance payments on purchases and services
-----------------------------------------------------
2 650 787
-------------------------------------------------------------------------------
2 461 401
2.9. DEFERRED INCOME
Deferred invoicing of tooling
2.10. PAYABLE CHARGES
Bank loans and overdrafts - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 19 309
Sundry financial loans
----------------------------------------------------------------------------------------------------
Trade creditors and related
Taxation and Social Security
--------------------------------------------------------------------------------
2 952 328
-------------------------------------------------------------------------------
5 408 314
Creditors suppliers of fixed assets and related
Creditors (customers, drawable credit-notes)
Other creditors
TOTAL
0
---------------------------------------------------------
-------------------------------------------------------
----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
48 170
1 268 203
292 190
9 988 514
page 87
Annual Report 2003
2.11. DEFERRED CHARGES
Extensive maintenance expenses (1)
Expatriation expenses of staff members
(1)
Opening
balance
Increases
Decreases
Closing
balance
2 516 148
2 792 369
2 632 826
2 675 691
100 491
128 572
105 660
123 403
3 887 250
0
1 413 545
2 473 705
2 836 697
0
1 575 413
1 261 284
1 112 317
0
342 251
770 066
10 452 903
2 920 941
6 069 695
7 304 149
Expenses related to our mexican
subsidiary MONTIAC (2)
Spending on new facilities
(3)
Spending our Laigneville facility (4)
TOTAL
(1) Amortized over 3 years.
(2) Amortized from October 1st 2000, upon 5 years.
(3) Depreciations were computed on the basis of a year production / whole forecasted production ratio (with this equipment).
(4) Amortized over 5 years from January 1st 2001.
2.12. DETAILS OF SHARE CAPITAL
Called-up and fully paid share capital consists in 10 337 927 shares with a face value of
1,52 Euros each, i.e. a total of 15 713 649 Euros, against 9 453 147 shares with a face value of
1,52 Euros each, i.e. 14 368 783 Euros as per December 31st 2002.
This results from:
• The issue of 852.980 shares created under the stock-option scheme dated January 20th 1998
authorized by the Extraordinary General Meeting held on January 20th 1998 (On December 31st 2003,
889.547 shares had been created out of 900.000).
• The issue of 31.800 shares created under the stock-option scheme dated November 16th 2001
authorized by the Extraordinary General Meeting held on February 29th 2001 (On December 31st 2003,
31.900 shares had been created out of 1.200.000).
The corresponding capital surplus amounts to 7.854.077 Euros for year 2003.
See 2.15 for more details upon “movements in shareholders equity”.
2.13. DETAILS OF TURNOVER
Industrial analysis
Automotive sector
------------------------------------------------------------------------------------------
Other sectors (services)
Sundry sales
297 707 693
----------------------------------------------------------------------------------------
815 818
----------------------------------------------------------------------------------------------------------
TOTAL Turnover
-----------------------------------------------------------------------------------------------
48 251
298 571 762
Geographical analysis
------------------------------------------------------------------------------------------
186 177 950
--------------------------------------------------------------------------------------------
112 393 812
Domestic turnover
Foreign turnover
TOTAL Turnover - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 298 571 762
Machining equipment sales that remain our customers properties in our plants, up to
6 387 600 Euros, are deducted from the turnover, and appear among the other operating
income.
Annual Report 2003
page 88
2.14. CORPORATION TAX (IN K3)
Profit on ordinary activities
Extraordinary loss
Corporation tax
--------------------------------------------------------------------------------
27 031 142
----------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
ACCOUNTING RESULT
----------------------------------------------------------------------------------------
(437 544)
(1 162 873)
25 430 725
2.15. MOVEMENTS IN SHAREHOLDER’S EQUITY
Shareholder's equity as of 01.01.2003
----------------------------------------------------------------
58 657 883
Increase in Share Capital
------------------------------------------------------------------------------------
1 344 866
Related share premiums
------------------------------------------------------------------------------------
7 854 077
New capital grants
---------------------------------------------------------------------------------------------------------
Grants apportioned to Profit and Loss
----------------------------------------------------------------------
---------------------------------------------------------------------------------------
Regulated provisions
------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
2003 Earnings
--------------------------------------------------------------------------------------------------
Shareholder's equity as of 31.12.2003
----------------------------------------------------------------
(2 333)
(5 151 458)
TOTAL
0
(446 838)
62 256 197
25 430 725
87 686 922
2.16. OTHER TRANSACTIONS IMPACTING THE STOCKHOLDERS’EQUITIES
On march 31st 2003, MONTUPET SA merged with GESFITEC SA. In settlement of the transferred
assets, MONTUPET SA increased its capital by 5.120.528 € and recorded a merger premium
amounting to 42.017.462 €. MONTUPET SA immediately decreased its capital by the same
amount, in order to cancel its own shares brought by GESFITEC. MONTUPET SA accounted for
the long-term profits special reserve at the reduced 18% rate, built-up at GESFITEC for
3.256.269 €, by transferring it from its “retained earnings”.
page 89
Annual Report 2003
3. FINANCIAL COMMITMENTS AND OTHER DATA
3.1. LEASING
Building
Clichy
Purchase value
Land
Fay-aux-Loges
3 827 233
Building
Fay-aux-Loges
Extension
Company
of Châteauroux
Restaurant
Plant
in Châteauroux
(4)
304 898
3 109 960
2 362 282
457 347
2 100 123
0
2 176 972
1 093 957
86 861
191 362
0
155 498
343 447
39 783
2 291 485
0
2 332 470
1 437 404
126 644
4 221 307
579 755
3 838 353
1 410 904
154 736
400 852
18 530
202 481
378 644
58 924
4 622 159
598 285
4 040 834
1 789 548
213 660
Appropriations:
Cumulated previous fiscal years
Appropriations during fiscal year 2003
TOTAL
Royalties paid:
Cumulated previous years
Appropriations during fiscal year 2003
TOTAL
incl. grants received
up to 2 134 286 €
(1)
(2)
(2)
(3)
426 209
0
0
380 152
53 820
958 019
0
0
580 431
215 280
TOTAL
1 384 228
0
0
960 583
269 100
Book value
1 029 641
0
0
0
16 769
244 259
18 530
202 481
378 644
58 924
Rentals payable:
Current portion (2003)
Payable between 1 and 5 years
(2005 to 2008)
Amount entered in the fiscal year 2003
incl. grants received
up to 152 449 €
(1) Payable rentals are estimated amounts. They are made of 2 parts: one fixed part, and one varied part, the
latter being calculated upon the basis of the quarterly EURIBOR. The rate used to calculate these rentals is
the last one known for the period from March 19th 2004 to June 19th 2004, i.e 0,7053%,
(2) The leasing contract with “Auxicomi”, relating to land and building at Fay-aux-Loges, expired on
December 31st 2003,
(3) These payable rentals also are estimated amounts. The interests were calculated on the basis of the quarterly EURIBOR as per December 31st 2003, i.e. 0,690965%,
(4) This is the net amount, after deducting grants received up to 686 021 Euros.
Annual Report 2003
page 90
3.2. COMMITMENTS AND CONTINGENT LIABILITIES (EXCLUDING LEASING)
3.2.1. Commitments given
Amount
In favour of
Bank guarantee covering exchange transactions given to Crédit du
Nord up to 82,9 M€
- outstanding amount (1)
0€
MONTUPET UK
0€
MONTUPET UK
0€
MONTUPET UK
30.504 GBP
CALCAST LTD
1.999.000 GBP
MONTUPET UK
0 CAD
MONTUPET LIMITEE
0€
MONTUPET UK
0€
ALUMALSA
Bank guarantee to Crédit du Nord covering currency
advances up to 15,1 M€
Bank guarantee to Crédit du Nord covering currency advances
up to 6,1 M€, covering loans granted to MONTUPET SA or
MONTUPET UK
Letter of intent in favour of Ulster Bank up to 3,5 MGBP including
2,5 MGBP for MONTUPET UK and 1MGBP for Calcast
Guarantee letter given to the Industrial Development Board
(refunding commitment of conditional grants in unenforcement case)
- covered grants at year end
Letter of intent covering an open credit granted by BNP Canada up
to 8 MCAD
Bank guarantee to Credit Mutuel up to 12,2 M€ covering currency
advances to MONTUPET SA or its subsidiaries
Bank guarantee to CIC up to 4,57 M€ covering loans granted to
MONTUPET UK, MONTUPET Ltee or ALUMALSA
(1) Drawings by MONTUPET SA are not mentioned as these are not commitments given.
page 91
Annual Report 2003
3.2.2. Other commitments given
- Outstanding interests on current loans
-------------------------------------------------------------------
58 668
(excluding outstanding interest on available credit-lines used up to 7.600.000 €
at CIC and up to 5.000.000 € at Credit Lyonnais )
- Balance due on current orders of fixed assets
-------------------------------------------------------
224 528
3.2.3. Retirement benefits
Benefit pension commitments covering salaried employees amount to 1.379.850 € (social
contributions not being taken into account). This computation is based on a formula which
considers a retirement age of 65, a 6% discounting rate for year 2003, data from the life-table
TV 73/77, a turnover rate varying with age, and wage increases related to age and status.
3.2.4. Commitments received
- Commitments received from suppliers of fixed assets - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 35 689
- Commitments received from other suppliers - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 254 194
3.3. INCIDENCE OF TAX ADJUSTMENT
The year income is a profit of 25.430.725 €.
After allocating the deferred depreciations upon the fiscal year result amounting to
9.063.400 €, the fiscal income is 3.352.922 €.
The payable corporation tax amounts to 1.162.873 €. There is no profit sharing in favour of the
employees in 2003.
3.4. DEFERRED TAXATION
- Deferred income tax liability:
relates to the provision for deferred charges registered in 2003: 2 920 941 - - - - - - - - - - - - - - - 1 002 857
- Deferred income tax asset:
relates to the “Organic” charges registered in 2003: 362 057
Annual Report 2003
page 92
-------------------------------------
124 306
3.5. DIRECTORS FEES
No director fees were paid in 2003.
3.6. EMPLOYEES
- Directors and executives - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 99
- Foremen, technicians, and employees
- Workers
TOTAL
------------------------------------------------------------------------
369
----------------------------------------------------------------------------------------------------------------
1 292
------------------------------------------------------------------------------------------------------------------------
1 760
3.7. FINANCIAL EXPENSES AND INCOME
Profits resulting from exchange rate variation derive from customers and suppliers settlements in currencies and bank debts in currencies. Financial income from affiliated companies,
amounting to 17.026.800 Euros, are the dividends paid by MONTUPET UK to MONTUPET SA.
3.8. EXTRAORDINARY INCOME AND EXPENSES
Extraordinary income
- Operating extraordinary income
-----------------------------------------------------------------------------
39 711
They correspond to:
- Suppliers regulations up to 28.151 €,
- Customers regulations up to 7.443 €,
- Miscellanea up to 4.117 €.
- On capital transactions - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 47 645
They correspond to:
- A supplier litigation settlement up to 43.000 €,
- Capital grants apportioned to the income up to 2 333 €,
- Miscellanea up to 2.312 €.
- Provision write-downs and expense transfers
----------------------------------------------------
1 776 906
They correspond to:
- The transfer of expatriation allocations up to 128 572 €,
- A provision write-down for derogatory depreciations up to 1 623 834 €,
- A dispute provision write-down up to 24 500 €.
- Operating extraordinary expenses - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 479 193
They mainly correspond to:
- Expatriation allocations and other related costs up to 158 073 €,
- The cancellation of interests up to 300.312 €,
- Various penalties up to 12.661 €,
- Various expenses up to 8.147 €.
- Extraordinary expenses on capital transactions
---------------------------------------------------
645 617
Represent the book value of sold fixed assets, up to 645 617 €,
- Extraordinary depreciation charges
-------------------------------------------------------------------
1 176 996
They correspond to derogatory depreciation up to 1 176 996 €.
page 93
Annual Report 2003
NOTES
Annual Report 2003
page 94

2003 Yearly report PDF

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