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2016
7 allée moulin berger
SA SPINEWAY
69130 ECULLY
ANNUAL ACCOUNTS
BBM & Associés4, rue Paul Valérien Perrin
38171 SEYSSINET PARISET CedexBP 28
Page :
Susbscribed capital uncalled
Lands
Other tangible fixed assetsTangible fixed assets in progress
Debts receivable related to participating interests
Participating interests
Other long-term investment securities
FIX
ED A
SSET
SC
UR
REN
T A
SSET
S
Establishments costsResearch and development costsConcessions, patents, rights and similar assets
LoansOther financial fixed assets
Gross Depreciation and provisionsNet Net
INTANGIBLE FIXED ASSETS
TANGIBLE FIXED ASSETS
FINANCIAL FIXED ASSETS (2)
STOCK AND WORK IN PROGRESSRaw materials and other consumablesWork in progress (goods)Work in progress (services)Semi finished productsGoods
Advances and prepayments on orders
RECEIVABLES (3)Trade receivableOther debts receivable
Bond redemption premiums (V)Realisable exchange losses (VI)
AC
CO
UN
TA
DJU
STM
ENT
Prepayments
Goodwill (1)Other intangible fixed assets
ConstructionsTechnical installations, machinery and equipments
Prepayments
MARKETABLE SECURITIES
Subscribed capital - called but not paid
Deferred chargesCASH AND CASH EQUIVALENT
(1) Of which lease premium(2) Of which due within one year (gross)(3) Of which due within one year (gross)
31/12/2016 31/12/2015
TOTAL (II) 5 010 840 3 713 802 1 297 037 1 427 792
1 418 826 1 418 826 1 387 678225 129 225 129 171 526
5 688 5 688
TOTAL ASSETS (I to VI) 13 497 393 4 307 264 9 190 129 8 961 928
2 426 522 279 461 2 147 060 3 041 367
Assets
TOTAL (III)
53 726 32 148 21 578 31 9913 674 314 2 835 086 839 228 934 112
388 011 337 490 50 521 97 349
5 920
78 809 25 895 52 914 68 676109 318 108 040 1 277 14 937
56 607 8 150 48 457 5 600
17 005
Portfolio long term investement securities
SA SPINEWAY 1
235 493 235 493 61 500 61 500
353 062 70 000 283 062 252 201
57 286
3 500 791 137 910 3 362 881 2 152 774
909 597 176 090 733 507 723 506
8 480 865 593 461 7 887 404 7 534 137
268 040
eurosStatement in
283 062
( I )
Loan redemption premiums (IV)
Page :
Capital stockPremium on shares issued, mergers, contributionsRevaluation reserve
RESERVESLegal reserves
Regulated reservesStatutory or contractual reserves
Accumulated profit/loss
Net profit / loss
Investment grantsRegulated provisions
Proceeds from issues of participating securitiesConditional advance
Provisions for liabilitiesProvisions for charges
FINANCIAL DEBTS
Convertible bond loansOther bond debts payableLoans and debts payable to credit institutions (2)Loans and sundry financial debts payablePayments on account received on orders in progress
TRADE DEBTS PAYABLE
Suppliers and related accountsTax and social debts payable
MISCELLANEOUS DEBTS
Creditors for fixed assets and related accountsOther debts payable
Deferred income (1)
Realisable exchange gains
Shar
ehol
der'
s equ
ityO
ther
DEBT
S PA
YABL
E
Total other equities
Equi
ties
Prov
ision
s
Other reserves
Liabilities31/12/2016 31/12/2015
390 7856 309 300
355 2595 021 701
770 866770 866
(3 403 668) (1 718 130)
(2 264 457)
(1 685 538)
1 836 781 2 778 114
33 955 33 955
Total equities
255 392
Total provisions 255 392
16 1 576
TOTAL LIABILITIES 9 190 129 8 961 928
Total debts payable 6 766 870 5 939 172
412 481346 123
19 680(90)20 261
2 SA SPINEWAY
331 070 243 067
331 070 243 067
2 204 882 2 517 6821 919 752 1 600 957
2 275 942 1 388 372
Statement in euros
(2 264 457,32) (1 685 537,61)Net profit / loss (cents)
(2) Of which current bank advances and credit balances owing to banks 965 994 1 055 595(1) Of which due after more than one year 4 670 283
5 728 695
Income statement
Page :
Net turnover
Own production capitalisedSubventions / Grants
Other income
Total operating income
Purchase of goodsChange in stock of finished products and work in progressPurchase of raw materials and other consumablesChange in stock of finished products and work in progressOther purchases and external chargesTaxes and similar payments
Social charges
Total operating chargesOPERATING RESULT
INC
OM
EO
PER
ATI
NG
CH
AR
GES
Inventoried products
Gross wages and perquisites
Other charges
month month
SA SPINEWAY 3
31/12/2016 31/12/2015
5 118 469 5 679 687
15 932
37 339 49 03063 148
5 155 870 5 744 797
2 628 870 1 265 649(1 245 464) 311 343
317 307 291 51457 286 13 166
2 373 364 2 233 89598 469 97 525
1 648 817 1 794 093663 552 766 873
303 214
7 523 426 7 589 783(2 367 556) (1 844 986)
12 12
Personal contribution
com
m.
Ope
ra Allocated income or transferred lossAppropriated loss or transferred income
INC
OM
EFI
NA
NC
IAL
Of which income relating to affiliated entitiesOf which other marketable securities or debts related to fixed assetsOther interest and similar incomesProvisions and depreciation written back and charges transferredCurrency exchange profitsNet income on realized short-term investment securities
2 495
38 61325 036
83
2 473
9 319
6 935
66 227 18 726Total financial income
Interest and similar chargesCurrency exchange lossesNet charges on realized short-term investment securities
31 872100 452
9 17514 675
277 29993 02616 23734 223
420 786
(402 059)(2 247 046)
156 174
(89 947)(2 457 503)CURRENT RESULT BEFORE TAXES
FINANCIAL RESULT
Total financial charges
CH
AR
GES
FIN
AN
CIA
LO
PER
ATI
NG
Total extraordinary income 36 10 837Total extraordinary charges 258 053 99
EXTRAORDINARY RESULT (258 017) 10 738PROFIT SHARING WITH EMPLOYEESINCOME TAX PAYABLE
(550 770)
TOTAL INCOMETOTAL CHARGES 7 486 591
5 222 133 5 774 3607 459 898
(1 685 538)(2 264 457)NET PROFIT/LOSS
Goods soldProduction sold (goods)Production sold (services) 174 582
4 943 886
148 229
5 531 459
% Turnover % Turnover
980 921 815 511
(451 063)
Provisions and depreciation written back and charges transferred
Depreciation fixed assets
Depreciation fixed assets
100,00
96,59
3,41
0,73
100,73
51,36
-24,33
6,20
1,12
46,37
1,92
32,21
12,96
19,16
0,01
146,99
-46,26
0,05
0,75
0,49
1,29
0,62
1,96
0,18
0,29
-48,01
5,04
-1,76
3,05
-5,04
-8,81
102,03
146,27
-44,24
97,39
2,61
100,00
0,28
0,86
101,15
22,28
5,48
5,13
0,23
39,33
1,72
31,59
13,50
14,36
133,63
-32,48
0,12
0,16
0,04
0,33
4,88
1,64
0,29
0,60
7,41
-7,08
-39,56
0,19
0,19
-9,70
101,67
131,34
-29,68
Page :SA SPINEWAY 4
Notes
Rules and accounting methods
Page : 5SA SPINEWAY
1 - Rules and accounting methodsCompany name : SPINEWAY SA
Notes to the financial statements for the period ended 12/31/2016, with a total net assets of 9 190 129 € and a net income loss of 2 264 457 €
The financial statements cover a 12 month period, beginning on the 01/01/2016 and ending on the 12/31/2016.
The comments or tables below are an integral part of the financial statements.
General rules and principles
The annual financial statements were prepared in accordance with French GAAP's framework as stated in the accounting standards legislation N°2014-03, N°2015-06 and N°2016-07 under the Authority of Accounting Standards (Autorité des Normes Comptables).
The accounting standards used are compliant with the prudence principle and have been based on the following assertions:
- continuity of business activity : the continuity of business activity for 2017 has been based upon hypothetical cash receipts under the 2017 turnover forecast and based upon maintaining the same level of financing of the needs for working capital by the banking pool. These financing methods and amounts will be reviewed with the bank establishments during May / June 2017.
The details of short term instruments used at the 12/31/2016 are as follows:
MCNE (cross border claims mobilized): 963 699 euros used on a total of 1 350 000 euros. The MCNE reach maturity upon payment of the invoice by the customer.
BF (promissory note): 1 550 000 euros used on a total of 1 550 000 euros. The promissory notes are subscribed for 90 days. At the 12/31/2016, the taken promissory notes cover the period from 01/01/2017 through 03/31/2017, and will be renewed at maturity.
- continuity of accounting rules and principles- separation and independence of accounting periods
And in accordance with the GAAP regarding the elaboration and the presentation of annual financial statements.
Assets and liabilities are recorded in compliance with the historical cost principle.
Only materiel information is reported in the notes to the financial statements. All amounts are reported in euros, unless otherwise specified.
NOTES - Part 1
Statement in euros
Rules and accounting methods
Page : 6SA SPINEWAY
Tangible and intangible fixed assets
Both tangible and intangible fixed assets are recorded at their purchase price when they are purchased, at their production cost when they are produced by the company, at their fair market value when they were given to the company.
The depreciations are calculated by the straight line method for the duration of their expected useful life.
* Establishment fees : 5 years* Concessions and similar rights, patents, licenses : 1 year * Software : 1 to 3 years* Other intangible assets : 10 years (patents)* Equipment testing/controls : 1 to 2 years* Industrial machinery and equipment : 3 years, including instrument kits provided to customers* Other installations and equipment : 3 to 10 years* Office equipment : 3 to 10 years* IT equipment : 3 years* Office furniture : 3 to 10 years
By simplification, the depreciable life withheld for goods that are not decomposable is their expected useful life.
Accreditation fees are capitalized when they are related to current accreditation reports owned by a third party.
Financial assets
Financial assets are recorded at their purchase price.Financial assets are impaired (where appropriate) through a provision for impairment to reflect their market value at the end of the period, when the latter is inferior to the net book value.
Stocks
The inventories are recorded at their purchase price.
The acquisition cost is made up of its purchase price, including custom duties and non refundable taxes, as well as transport costs, handling costs and all direct set up costs, together with production costs of raw materials, merchandizes, work in progress and finished products costs. Commercial discounts, rebates, cash discounts and assimilated items are deducted from the purchase price.
The inventories are impaired (where appropriate) through an impairment provision to reflect their market value at the end of the period, when the latter is inferior to the net book value.
The inventories mainly consist of merchandize for sale, except a limited inventory of raw materials the company acquires for it's subcontractors for regulation reasons.
NOTES - Part 1
Statement in euros
Rules and accounting methods
Page : 7SA SPINEWAY
Receivables
Trade receivables are valued at their nominal value, less (where appropriate) an allowance to write them down to their estimated net realizable value.
Provisions for impairment on trade receivables are calculated on the following basis:
- Risks of litigation, insolvency or legal liquidation.
- Analysis per customer together with its country of implementation assessment
Extraordinary income and expenses
Extraordinary income and expenses are related to transactions and events with no direct relation with the activity of the company.
Foreign currency transactions
Foreign currency transactions are converted at the day exchange rate or the hedge exchange rate (where appropriate). Related hedging fees are included in the purchase price.
Foreign currency debts, receivables and available resources are stated on the balance sheet for their countervalue at the end of the period. The occurring spread is stated as an exchange rate difference on the balance sheet.
The net amount of unrealized exchange loss is booked under a provision for contingent liabilities in compliancy with regulation.
Pension liability
The collective bargaining agreement states that the employer must pay a severance package to retiring employees. There is no specific company agreement. No provision has been booked for this liability.
The pension liability is detailed on page 30.
Research and development expenses
The company does not apply the preferential capitalization method for its development costs. These costs are booked as expenses during the year.
Revenue
For direct sales to hospitals (mainly domestic, France), the gross revenue is booked as of the transfer of propriety on the merchandize to the customer. In most cases, the customer, hospital or clinic, informs the company of the references used in the provided stock (by loan or consignment) to the customer. Following which, an invoice is issued for the used merchandize. The revenue is realized at the moment the invoice is issued.
NOTES - Part 1
Statement in euros
Rules and accounting methods
Page : 8SA SPINEWAY
For sales towards abroad distributors, the bookkeeping is compliant with INCOTERM regulations. Where appropriate, an adjustment is calculated, in order to factor in the specific conditions regarding the transfer of propriety stated in the orders or agreements. The main INCOTERM used is EXW (ex WORKS).
The revenue is made up of the invoicing after deduction of discounts and rebates. Transport fees are charged back and are also included in the revenue.
Finally, the revenue also includes income from charged backed expenses directly related to operating expenses such as congress or conference fees when paid by the company for it's distributors or services realized for the company SPW Implants Iberica SL that are charged back to it.
Significant events of the period
The company Spineway obtained in mid June the renewal of its CE mark for the entirety of its implant lines and instrument lines.
The lengthening of administrative delays for renewal submissions resulted in a 6 week suspension of sales during the first semester of 2016.
In November 2016, the company Spineway increased its share capital for 1.4M€ through an issue of “ABSA shares” (shares with warrants attached). This share capital increase has been entirely subscribed by the Chinese company Tinavi Medical Technologies, which holds now 9.09% of the total share capital.
A second portion of the warrants could be used to acquire 1.6M€ worth of shares between June 1st and September 15th 2017, in this event Tinavi Medical Technologies would own 17.36% of Spineway's total share capital.
In order to accompany its accelerated launch in the United States of America, the company Spineway SA has created Spineway USA Inc., an American subsidiary based in Florida. Its goals are to distribute the group's entire product line in the US and to handle customer relations with local surgeons and distributors using Spineway products.
The income statement includes a sale to the American subsidiary (registered at the end of the year), if the company had provided consolidated financial statements, the turnover would have amounted to 4 681 585 € and the consolidated operating result would have amounted to -2 499 883€ .
Tax credit for encouraging competitiveness and jobs (CICE)
The allowed tax credit amounts to 35 653€ as of the 12/31/2016.
The tax credit for encouraging competitiveness and jobs (CICE) is based on the eligible wages during 2016, and is for an amount of 35 653 euros. In accordance to the recommendations set by the Authority of Accounting Standards (Autorité des Normes Comptables), the tax credit is booked as a revenue in account 649 Employment tax credit.
The revenue booked during the period for this tax credit, is deducted on the operating expenses of the period.
The CICE tax credit will be used as financial support for recruiting employees in 2017.
NOTES - Part 1
Statement in euros
Fixed Assets
Page :
Other intangible fixed assets
Assets Values
Additions Disposals
Establishment fees
Assets Values
INTA
GIB
LE A
SSET
S
TO TAL
Opening
Financial year fixed assets movementsClosing
TO TAL INTANGIBLE ASSETS
Buildings - owned landLand
TANG
IBLE
ASS
ETS
TO TAL TANGIBLE ASSETS
- leasehold landInstallations
Transport equipmentOffice equipment
Other installations and equipmentTechnical installations, machinery and equipment
Advance paymentsConstruction work in progress
Returnable containers and other packaging
Loans and other financial assets
Investments in associates (equity method)
FINA
NCIA
L AS
SETS
TO TAL FINANCIAL ASSETS
Other investmentsOther affiliated investments
9 SA SPINEWAY
31/12/2016
78 809 78 809
120 537 165 925
199 346 244 734
53 726 53 726
3 097 371 3 674 314
109 195 115 408
262 373 272 603
17 005
3 539 671 4 116 051
296 993291 820
353 157 353 062
644 976 650 055
4 383 993 5 010 840
95
Statement in eurosIncrease Decrease
Re-evaluations Reclassif ication
17 005
NOTES - Part 2
45 388
576 943
6 213
10 230
5 173
45 388
593 385
5 173 95
643 946 95
17 005
17 005
Page : 10SA SPINEWAY
Statement in euros
Intangible assets
Following is the breakdown of the intangible assets:
- Patents acquired for a total of 12 500 € .- Accreditations acquired for 78 809 € - Software for 39 925 € .- Operating software for 69 493 €
At the 31th of December 2016, the company capitalized establishment fees for a total of 44 107 € as intangible assets in progress.
Tangible assets
At the 31th of December 2016, the company capitalized 576 943 € of tangible assets in technical installations, machinery and equipment.
The breakdown is as follows:- 231 857 € as instrument kits, provided to customers - 340 439 € as equipment for testing/controls- 4 647 € as industrial equipment.
Maintenance and repair costs are booked as expenses during the period.
Financial assets
At the 31th of December 2016, the company capitalized 5 173€ of financial assets, corresponding to the annual interest amount from the Spanish subsidiary SPW IBERICA.
At the 31th of December 2016, the financial assets were written down for 366 993 € :* 296 993 € concerning investments in affiliates and assimilated accounts.* 70 000 € concerning other financial assets.
Specific reference (art . 1727 II-2 of the CGI)
Optional Notes
Depreciation
Page :
Other intangible assets
Depreciation
Increase Decrease
Establishment costs
Depreciation
INTA
NGIB
LE A
SSET
S
TOTAL
Opening
Financial year depreciation movements Closing
TOTAL INTANGIBLE ASSETS
Buildings - owned landLand
TANG
IBLE
ASS
ETS
TOTAL TANGIBLE ASSETS
- Leasehold landInstallations
Transport equipmentOffice equipment
Other installations and equipmentTechnical installations, machinery and equipment
Returnable containers and packaging
11 SA SPINEWAY
31/12/2016
25 895
116 190
142 085
32 148 2 835 086 101 190
236 300
3 204 724
3 346 810
Statement in euros
Establishment costs
Other intangible assets
LandBuildings - owned land
Transport equipmentOffice equipmentReturnable containers and packaging
- Leasehold land
Technical installations, machinery and equipment
Other installations and equipment
Installations
TOTA INTANGIBLE ASSETS
TOTAL TANGIBLE ASSETS
TOTAL
Differentialmethod
Movement distribution for degressive depreciation schemeIncrease Decrease
time and otherFiscal dep.Degressif
Extraordina time and otherDifferential
methodDegressif
ExtraordinaFiscal dep.
Net variationdepreciations
TOTAL UNDISTRIBUTED MOVEMENTS
Costs of investment in affiliates
NOTES - Part 3
10 133
100 000
21 7352 163 259
73 048
201 171
2 459 213
2 569 346
110 133
15 762
16 191
10 413671 82728 141
35 129
745 511
777 464
31 953
Page : 12SA SPINEWAY
At the 31th of December 2016, the company booked an amortization expense of 671 827 € concerning technical installations, machinery and equipment:
* 25 630 € for industrial machinery
* 646 197 € for industrial equipment, including:
* 447 235 € for instrument kits
*198 962 € for equipment testing/controls
Financial assets situation
The financial assets are not subject to amortizations.An allowance on self owned shares has been booked for 70 000 € , based on the market value at the 31th of December 2016.
Statement in euros
NOTES - additional items
Optional notes
Receivables and Debts
Page :
Receivables from affiliates
TOTAL RECEIVABLES
REC
EIV
ABL
ES
Other financial assetsLoans (1) (2)
Doubtful or disputed trade receivablesOther trade receivables
Employees and other assimilated accountsReceivables on securities lent
Social institutions and social security contributionsIncome taxValue added taxOther tax receivablesMiscellaneos receivables
Prepaid expenses
Loans paid during periodLoans granted to shareholders (persons)
TOTAL DEBTS
DEB
TS
Loans contracted towards shareholders (persons)
Loans contracted during period
Convertible bonds (1)Other bonds (1)Loans to credit institutions - 1 year max from origin (1)
Other loans and financial debts (1) (2)Trade payables and other assimilated accountsEmployees and other assimilated accountsSocial institutions and social security contributionsIncome tax
Other tax payablesDebts on assets and assimilated accountsAffiliates and shareholders (2)Other liabilities
Unearned revenue
Due under 1 year Due over 1 year
Due over 5 years1 to 5 yearsDue under 1 year
Other receivablesAffiliates and shareholders (2)
Loans granted during period
Loans to credit institutions - over 1 year from origin (1)
Value added taxState liabilities
Debts on securities lent
Loans reimbursed during period
SA SPINEWAY 13
31/12/2016
235 493
353 062
279 461 2 147 060
11 900
490 186 226 019
5 031
176 090 372
225 129
4 149 803
965 994 1 038 175
1 910 356 2 275 942
128 330 160 932
1 921
54 940 (90)
9 396 20 261
6 766 870
223 198
NOTES - Part 5
Statement in euros
31/12/2016
(1)(1)(2)
(1)(1)(2)
235 493
353 062
279 4612 147 060
11 900
490 186226 019
5 031
176 090372
225 129
4 149 803
965 994200 714
1 910 3562 275 942
128 330160 932
1 921
54 940
(90)9 396
20 261
5 728 695 1 038 175
1 238 889
Page : 14SA SPINEWAY
The receivables from affiliates are related to an agreed payment plan contracted with a Spanish distributor, who has become a wholly owned subsidiary since April 2015.
As a reminder, the company signed on the 1st of September 2012 a payment plan agreement with this Spanish distributor regarding the reimbursement of receivables for 399 479 € according to a schedule lasting 48 months under warranty. Furthermore, the company Spineway Spain SL agreed to pay interests calculated on the 3 month EURIBOR rate + 2.5%.
The company Spinewy Spain SL has paid its terms according to the schedule up to September 2014 included. No payment has been received from October 2014 to December 2016.
At the 31th of December 2016, Spineway decided to maintain the write down on the amounts receivable past due for 235 493 € .
At the 31th of December 2016, trade receivables amount for 2 426 522 € concerns mainly merchandize sales. The end users of the company's products are hospitals and clinics who have particularly long payment terms, especially in certain countries. This explains the outstanding trade receivables.
In 2016, the company booked 2 distributors as doubtful debts for 180 680 € .
At the 31th of December 2016, there is a total of 279 461 € for doubtful debts.
Statement in euros
NOTES - additional items
Optional notes
Page : 15
Accrued income
SA SPINEWAY
Etat exprimé en euros 31/12/2016
ANNEXE - Elément 6.10
Total accrued income 5 403
5 403Other account receivables
Outstanding debits 372State - Accrued income receivable 5 031
Page : 16SA SPINEWAY
Subsidiaries and investments in affiliates
Spineway owns two subsidiaries, which are wholly owned:
-Spineway Spain SL (ex SPW Implants Iberica SL now as Spineway Spain SL the since beginning of 2016), a limited liability company of Spanish nationality, with a share capital of 3 000 euros, and head office address at Calle colon- num 1- planta 7- VALENCIA, registered under number B 98293251 at the register of companies (NIF).
The share capital of Spineway Spain SL is 3 000 euros, and its income statement at 12/31/2016 shows a loss for -206 029€ .
It should be noted that the annual meeting of approval of the annual accounts has not yet taken place.
-Spineway Inc, an American company with a share capital of 100 $, and head office address at NE 191 st, Suite 500, Aventura, FL 33180, registered under number EIN 30-0948340.
The share capital of Spineway Inc is 100 $, and its income before taxes at 12/31/2016 is for -36 272 $ and after taxes for -25 211 $.
Shareholder's equity
Breakdown of share capital
The share capital of 390 784.60 euros is made of 3 907 846 shares having a par value of 0.10 euros.
Num ber Par va lueShares outstanding at the beginning of the year 3 552 586 0.10Shares issued during the year 355 260 0.10Shares reimbursed during the yearShares outstanding at the end of the year 3 907 846 0.10
List of person shareholders :
% of c ont ro l Num ber of sharesLAURITO PHILIPPE-69380 CHATILLON D'AZERGUES 34.24% 1 337 950LE ROUX STEPHANE-69002 LYON 34.07% 1 331 334
Conditional advance – FEDER
Under the European scheme FEDER operated by BPI originating in 2010, the company obtained a total of 163 665.24 € including 3 665.24 € paid during the first semester of 2015 at the end of the scheme.
This repayable advance did not generate a payable interest for the company. The company must reimburse the whole amount for 163 665.24 € according to the following schedule: 30 000 € in 2017, 55 000 € in 2018, 78 665.24 € in 2019.
Statement in euros
NOTES - additional items
Optional notes
Provisions
Page :
REGULATED PROVISIONS
REG
ULA
TED
PR
OV
ISIO
NS
Opening IncreaseDecrease
TOTAL
Provisions for investments
Provisions for price increases
Provisions for capital cost allowance
Provisions allowance for start-up loans
Other provisions
PRO
VIS
ION
S FO
R
LitigationWarrantiesFutures market lossPenalties and finesExchange lossPensions and assimilated obligationsTax relatedInvestments renewalProvisions for repairs and maintenance
Other provisionsPayroll taxes
PROVISIONS FOR RISKS AND CHARGES
CO
NTI
NG
ENT
LIA
BILI
TIES
Fixed assets
intangibletangibleinvestments in associates (equity method)
Other financial assets
Inventory and work in progressTrade receivablesOther provisions
PROVISIONS FOR IMPAIRMENT
PRO
VIS
ION
S FO
RD
EPR
ECIA
TIO
N
- operating- financial- extraordinary
Increases and reversals
Investments in associates (equity method) : the depreciation amount at year end is calculated in compliancewith the rules under article 39-1.5e C.G.I.
{
{
SA SPINEWAY 17
31/12/2016
Investments in associates
84 005 5 688 165 699
255 392
291 820 296 99395 036 25 036 70 000
102 553 137 910117 050 279 461150 991 176 090
757 449 960 454
1 215 846
203 45731 872
248 104
Statement in euros
NOTES - Part 4
Used Not used
Reconstruction of mines and oil fields
84 005
5 688
165 699
255 392
5 173
35 357162 41225 099
228 041 25 036
25 036
757 449 483 433
25 036
Page : 18
Accrued debts
SA SPINEWAY
Etat exprimé en euros 31/12/2016
ANNEXE - Elément 6.11
Total accrued debts 344 883
2 295Loans and other debts to credit institutions
Accrued interest payable 2 295
138 340Trade payable and other assimilated accounts
Suppliers - Invoices outstanding 138 340
204 248Social and fiscal debts
Accrued charges payable for holiday pay 106 649Contributions for holiday pay 42 660State - Accrued charges payable 54 940
Page :
Items - affiliated companies and
SA SPINEWAY 19
31/12/2016Statement in euros
Affiliated companiesCompanies with
Investments in associatesshared interests
Fixed assetsAdvance payments on assetsInvestments in affiliatesReceivables from affiliates
Current assetsAdvance payments givenTrade receivables and assimilated accountsOther receivables
Loans and other financial assets
Subscribed shares called, unpaid
Liabilities
Convertible bondsOther bonded debtsLoans and debts to credit institutionsOther loan and financial debtsAdvance payments receivedTrade payables and assimilated accountsDebts on assets and assimilated accounts
Financial revenueInvestment in affiliates revenueOther financial revenue
Financial expensesFinancial expenses
This statement reflects:
-The company Spineway Spain SL, a wholly owned subsidiary since April 2015 by Spineway. As already stated, the receivable account assimilated to the investment in this subsidiary has been written down for its entirety, that is 235 493 € as of the 31th of December 2016.At the 31th of December 2016, the company invoiced 5 173 euros in financial expenses to SPW Spain.
-The company Spineway Inc, a wholly owned subsidiary by Spineway.At the 31th of December, the payable account assimilated to the investment in this subsidiary amounts to 354 676€ . The company Spineway Inc has invoiced 10 594€ in financial expenses to Spineway.
10 594
5 173
61 500
235 493
93 627
176 090
354 676
Other debts
Miscellaneos
Page :
Prepaid expenses
Prepaid expenses - OPERATING
Prepaid expenses - FINANCIAL
Prepaid expenses - EXTRAORDINARY
NOTES - Part 6.12
SA SPINEWAY 20
31/12/2016
225 129
Statement in euros
Items – Affiliated companies
At the 31th of December 2016, the prepaid expenses include 39 500 € related to the 2017 first quarter rent expenses.
TOTAL 225 129
building rental
financial leases
material rental
maintenance
insurances
DNI & samples
professional fees
fairs and exhibitions
travel expenses
other
production
39 500
1 186
5 165
6 105
2 777
64 272
29 100
25 458
6 070
4 802
40 694
AmountsPeriod
Page :
Share capital
AmountPar valueNumber
SHAR
ES
Shares outstanding at the beginning of the year
Shares issued during the year
Shares reimbursed during the year
Shares outstanding at the end of the year
SA SPINEWAY 21
31/12/2016Statement in euros
NOTES - Part 6.14
355 260,00
3 907 846,00
0,1000
0,0000
390 784,60
355 258,603 552 586,00
0,1000
0,1000
35 526,00
Page :
Premiums, share premiums
Goodwill
Legal reserve
Regulated reserves
Statutory reserves
Unappropriated retained earnings
Income summary
Investment grant
Regulated provisions
Other reserves
Changes in equity
6 309 300
5 021 701
770 866 770 866
(3 403 668)(1 718 130)
(2 264 457)
(1 685 538)
1 836 7812 778 114
33 95533 955
22 SA SPINEWAY
Statement in euros
Equity capitalclosing
Last year's incomeappropriation contributions
Retroactiveduring period
ChangesclosingEquity capital
31/12/2015 31/12/2016
TOTAL
Opening share capital after last year's income appropriationOpening share capital after retroactive contributionsIncluding change from structural modifications
2
2
Changes in equity during period excluding structural modifications
Self owned shares
At the 31th of December 2016, Spineway holds 43 949 self owned shares for a total of 253 102 euros. During the period, 271 762 shares were bought and 268 294 shares were sold.The self owned shares represent 0.61% of the total shares.The proportion of net income allocated to these self owned shares during the period is a loss on sold short term investments for 14 599 euros and a reversal of a provision for unrealized losses on self owned shares for 25 036 euros.
Date of annual general meetingDistributed dividends
Including dividends of last year's income
Share capital 355 259 390 785
(2 264 457)
1
1
1 287 598
(941 333)
2 778 1142 778 114
(1 685 538)
35 526
(941 333)
1 685 538
Page : 23
Extraordinary Income
SA SPINEWAY
Etat exprimé en euros 31/12/2016
ANNEXE - Elément supplémentaire
Total extraordinary income 36
36Extraordinary items in operating income
prior period income 36
Total extraordinary expenses 258 053
9 949Extraordinary items in operating expenses
Fines and penalties 75prior period charges 9 874
248 104Provisions for extraordinary liabilities and charges
provisions for extraordinary liabilities and charges 248 104
Extraordinary result (258 017)
Page : 24SA SPINEWAY
Cash flow statement
Cash flow s 12/31/16 12/31/2015
Operating activitiesSelf f inancing cash f low -1026 -621Change in w orking capital requirements 268 523Operating activities cash f low (A) 759 -99Investing activitiesTangible and intangible asset expenditures -638 -660Tangible and intangible asset disposals 17 0Financial asset expenditures -5 -79Financial asset disposals 0 10Investing activities cash f low (B) -626 -729Financing activitiesShare capital increase 1324 0Advances received 456 83Increase of f inancial debt (contracted loans) 0 40Distributed dividends to shareholders 0 0Advances given 0 0Financial debt payments -364 -471Financing activities cash f low (C) 1416 -348
Change in cash f low and cash equivalents (A+B+C) 31 -1176
Cash at the beginning of the period (D) 1388 2564
Cash at the end of the period (A+B+C+D) 1419 1388
- Notes regarding the income statementRevenue
The net revenues deducted of discounts and rebates given to customers was 5 118 469 € . Of which 658 694 € was realized in France (that is 12.87% of turnover) mainly with hospitals and clinics. The proportion of revenue realized abroad was 4 459 775 € (that is 87.13 % of turnover) with distributors.
Miscellaneous revenue
At the 31th of December 2016, miscellaneous revenue was 37 402 € .
Statement in euros
NOTES - additional items
Optional notes
Page :
Corporate income tax allocation
Income tax (1)Earnings before after taxes
Operating income
Extraordinary income (and equity investments)
Net income
NOTES - Part 6.18
SA SPINEWAY 25
31/12/2016
(2 457 503) (451 063)
(258 017)
Statement in euros
Tax credits : -Tax credit for research and development (CIR) : 440 554 €
-Tax credit for innovation (CII) : 10 509 €
Earnings after taxes
(1) including allowances/disallowances
(2 006 441)
(258 017)
(2 264 457)(451 063)(2 715 520)
Financial commitments
Page :
Notes receivable discounted
26 SA SPINEWAY
31/12/2016
NOTES - Part 8
Statement in euros
Commitments received Bank credit lines allow ed but not used at the 31st of December 2016 : 580 000 €.
Sureties
Financial lease commitmentsFinancial lease liabilities
46 408
Pension plan commitmentsPension liabilities
87 623
Other commitmentsSurety on inventorySurety on business capitalOther commitmentsBank credit lines allowed
1 380 000240 941150 000
Total financial commitments (1)
(1) Including :Executives
Investements in affiliatesSubsidaries
Other affiliated companies
200 000
Financial commit Financial commitm
580 000
46 408
87 623
1 770 941
1 904 972
580 000
580 000
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Average personnel (per head)
External StaffInternal Staff
AV
ERA
GE
PER
SON
NEL
BY
CA
TEG
OR
Y
Executives
Middle level employees
Employees
Labourers
TOTAL
NOTES - Part 13
SA SPINEWAY 27
31/12/2016
33
2
Pension liabilities
In order to estimate the past and future pension liability of the company, the actualized report is based upon the follow ing economical, social and technical parameters:Discount rate 1.31%Mortality table TV 88/90Staff turnover rate: lowActuarial present value of pension liabilities: 756 114 €
35
Page :
Executives compensation
Members compensation :
- of the administrative board
- of the executive board
- of the supervisory board
In conformity with the protection of individual rights, this information is not always provided, as it would indirectlyresult in giving individual information.
NOTES - Part 12
SA SPINEWAY 28
31/12/2016
Statement in euros
This information is not provided as it allows the situation of the executives to be known.
