2014 ANNUAL REPORT
CONTENTS
2014 in a nutshell
2
1
Management report for the year ended 31 December 2014
on the consolidated financial statements and parent company
financial statements
13
2014 report on Corporate Social Responsibility (CSR)
35
2
1.
2.
3.
4.
Reporting scope
Environmental information
Staff-related information
Social information
36
36
39
43
3
Consolidated financial statements
and notes for the year ended 31 December 2014
45
2014 ANNUAL REPORT
2014 ANNUAL REPORT
1
2014 IN A NUTSHELL
CHAIRMAN’S MESSAGE
Chairman’s
Message
PHILIPPE GALLAND
2014 constitutes
a record year for Le Bélier
Dear shareholders,
Both in terms of activity and economic performances, 2014 constitutes a record year
for Le Bélier.
Above all, the year featured the integration of the HDPCI group, whose purchase we
had announced during the summer.
As a result, in 2014, our revenue soared by 9.5% to €258.8 million (+11.5% when
corrected for LME prices(1)), our operating profit grew by 14.6% to reach €24.1 million,
i.e. 9.3% of revenue, our highest margin to date.
Our financial structure thus remains solid.
We therefore approach 2015 with confidence, while the growth in our market looks set
to exceed that of 2014.
Once again, I would like to thank all our staff, shareholders and partners for their
involvement and support.
Philippe Galland,
Chairman of the Board of Directors
(1) LME: London Metal Exchange.
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2014 ANNUAL REPORT
2014 IN A NUTSHELL
CHIEF EXECUTIVE OFFICER’S MESSAGE
Chief Executive
Officer’s message
PHILIPPE DIZIER
Le Bélier records a strong
level of activity with
56,000 tonnes sold
Further
strong activity
Buoyed by growth in the worldwide automotive production market and by the continuing
policy of reducing vehicle weight, Le Bélier reported robust activity, with 56,000 tonnes
sold and stronger performances in all three of our regions.
In 2014, we pursued a number of projects:
❯ further development efforts on new products, representing 70% of our investments;
❯ 35 new products put into production;
❯ innovation in manufacturing processes;
❯ integration of the HDPCI group.
In parallel, commercial activity remained buoyant. The acquisition of €260 million of
new orders (including a significant turbo systems programme worth €60 million for a
French carmaker), a broader client portfolio and increased market shares give us good
visibility for the years ahead.
In 2015, Le Bélier will take advantage of the industrial synergies with the newly acquired
subsidiaries and 48 new product launches are scheduled.
Our economic model, broadened geographic coverage and enhanced expertise remain
our key strengths that should enable Le Bélier to achieve a revenue target of more
than €300 million in 2015.
Philippe Dizier,
Chief Executive Officer
2014 ANNUAL REPORT
3
2014 IN A NUTSHELL
GROUP PROFILE / HISTORY
Group profile
10
€258.8
worldwide
production sites
million revenue
A GLOBAL PLAYER IN
THE AUTOMOTIVE INDUSTRY
World leader
3,440
in automotive
braking systems
employees
at 31 December 2014
History
Initial public offering
of Le Bélier on the Second Market
of the Paris Bourse
Aluminium safety parts
developed for cars
1961
1981
Foundry set up in Vérac in south-west
France to manufacture parts
for the railway and electrical industries
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2014 ANNUAL REPORT
1994
1999
Company embarks on its international
expansion with the acquisition
of a majority stake
in a foundry in Hungary
€10.6 million capital increase
via a public issue
2003
2004
Changes made to the company’s
administration with the adoption
of the conventional system of corporate
governance for French limited
liability companies
2006
3-year plan
implemented by the new
management team
2014 IN A NUTSHELL
HISTORY
Key figures
REVENUE IN €M
REVENUE BY PRODUCT FAMILY IN 2014
19%
258.8
225.0
225.3
TURBO
SYSTEMS
236.3
196.2
13%
63%
CHASSIS
STRUCTURE
BRAKING
SYSTEMS
5%
OTHER
2010
2011
2012
2013
2014
GROUP SHARE OF NET INCOME IN €M
16.8
15.7
12.7
REVENUE BY PRODUCTION REGION IN 2014
15%
13.6
MEXICO
10.0
66%
19%
EUROPE
(of which France
11%)
2010
2011
2012
Le Bélier completes its industrial
restructuring in accordance
with the 2006-2008 roadmap
2008
2013
2014
€12 million
capital increase
2009
CHINA
2010
Major global economic crisis
Slump in worldwide automotive market
Group response involves a highly
flexible organisation
Integration of HDPCI group
and implementation
of technical synergies
Record tonnage
of 45,000 tonnes
2011
Le Bélier outperforms
its market
2012
2013
2014
50,000 tonnes sold during the year,
exceeding the target of 47,000 tonnes
that had been set.
2014 ANNUAL REPORT
5
2014 IN A NUTSHELL
ACTIVITY
Activity
Le Bélier is a global group specialised in the manufacture of moulded aluminium safety parts for the automotive
and aerospace markets.
The Group has
a comprehensive offering
ranging from design of parts,
toolings, from prototypes
to machined parts, including
multi-process foundry.
Product design and development
Tool-making
This department participates to the product design with our
customers, even undertakes the entire definition through feasibility
and rheology studies and calculations of mechanical resistance.
The mechanical and tool-making design department define upfront
the tools needed for the mass production of parts.
Foundry
Machining
This transformation process involves casting a liquid metal or alloy
in a mould in order to reproduce a specific part, after cooling.
This manufacturing technique produces high-precision mechanical
parts.
This activity covers a number of technologies, including:
Given the growing importance of high-tech features in the parts
produced for the automotive market, machining often forms
an integral part of the foundry business given the service level
expected by customers.
❯ pressure die-casting for precision parts;
❯ gravity die-casting, which is Le Bélier’s core business and is a
technique for achieving superior mechanical characteristics;
❯ low pressure casting for lighter weight parts with superior
mechanical characteristics;
❯ sand-casting for small runs for the aerospace segment and
automotive prototypes.
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2014 ANNUAL REPORT
2014 IN A NUTSHELL
ACTIVITY
REVENUE BY ACTIVITY IN 2014
Aluminium
1.8%
A fundamental trend in the automotive
industry
OTHER*
The relative weight of the aluminium used in cars has
risen steadily over the years.
This fundamental trend is a robust one. Aluminium is a
lightweight metal that can be fully recycled, and since
it meets environmental constraints and anticorrosion
requirements, it is a natural choice for the automotive
industry.
Aluminium has thus become the second most widely
used metal after steel.
TOOL-MAKING
3.6%
12.2%
MACHINING
82.4%
FOUNDRY
* Billing of services.
Le Bélier’s business
characteristics
❯ the structure of its order book for large automotive
production runs: 4 to 7 year commitments, generally
linked to vehicle lifespans
❯ it is awarded contracts 1 to 3 years prior to the
R&D
Le Bélier has had its own integrated R&D department
and has highly effective facilities and resources with
which it develops all its products.
Le Bélier also pursues research programmes prior
to development, enabling it to offer the innovation that
the market seeks.
launch of series production, this being the time
taken by its design department to design and
develop new parts
❯ Le Bélier operates on a carmakers’ given platform
with several components suppliers, who each fulfil
different functions
Quality process
The Group and all its production sites have
ISO/TS16949 certification, which is the international
Quality System standard required by all carmakers.
Environmental policy
Le Bélier applies an environmental management
system.
Four of its sites have already been awarded ISO 14001
certification.
2014 ANNUAL REPORT
7
2014 IN A NUTSHELL
HIGHLIGHTS OF THE YEAR
Highlights of the year
2014, new acquisition and significant performance
improvement
In late July 2014, Le Bélier successfully completed an acquisition with the purchase of the HDPCI group, consisting
notably of two subsidiaries located in China and another in Hungary. This acquisition allows Le Bélier to strengthen
its presence in the braking and turbo systems markets and to improve its international positioning, especially in Asia.
In parallel, Le Bélier reported buoyant activity, with 56,000 tonnes sold in 2014 and stronger performances in the
three regions in which it operates.
Consolidated revenue came to €258.8 million, up 9.5% compared with 2013 (+11.5% when corrected for LME prices)
and taking into account the integration of the HPDCI group over five months.
At constant scope, revenue growth reached +3.9% (+5.9% excluding the LME correction) with 53,000 tonnes sold,
up 6.3% compared with the same period in 2013.
By region, growth came to +17.8% in Asia, +10.6% in North America and +1.4% in Europe.
Results
Le Bélier reported an increase in operating profitability,
reflecting the Group’s good industrial performance
as well as the positive contribution from the new
subsidiaries:
❯ EBITDA represented 14.9% of revenue, up 1pp;
New business won
in 2014
With €260 million of new orders won in 2014 (total
revenue over the life of the programmes), the Group
is establishing a firm foundation for its future growth.
❯ Current operating income came to €25.1 million,
up almost 22%, giving a margin of 9.7%;
❯ The operating profit increased by 14.6% to
€24.1 million;
❯ Overall, net income grew by 6.9% to €16.8 million.
Free cash flow, excluding the acquisition, came to
€5.5 million in 2014.
After taking into account the acquisition, the group
reported negative free cash flow of €17.4 million.
Strong financial
structure
❯ Net borrowings increased from €8.4 million at end2013 to €39.2 million at 31 December 2014, while
shareholders’ equity increased from €79.6 million
to €91.7 million, representing gearing of 43%.
8
2014 ANNUAL REPORT
2015: further strong
activity
In 2015, Le Bélier will take advantage of the industrial
synergies with the newly acquired subsidiaries and 48
new product launches are scheduled.
Given the orders won in recent years and the acquisition
of HDPCI, the Group is expected to achieve a revenue
target of more than €300 million.
2014 IN A NUTSHELL
OUTLOOK / PRODUCTS
Outlook
Strategy
Le Bélier’s strategic plan is highly appreciated by its main customers. It involves:
❯
❯
❯
❯
Helping our customers to improve their competiveness (costs, weight, CO2);
Enhancing the added value offered by our products;
Maintaining a global presence in the three biggest car-making continents – America, Europe and Asia;
Focusing on innovation by being proactive with our customers, so as to preserve our market leadership.
Thanks to this strategy and its economic model, which has proved its effectiveness since several years, Le Bélier has everything
it needs to ensure its profitable development in the coming years.
In addition to pursuing further market share gains in its reference market, i.e. the automotive sector, Le Bélier aims to expand
in the Aerospace sector.
Tomorrow’s economic challenges
Produce lighter components at a lower cost, worldwide.
Products
Le Bélier focuses on three, highly technical product families:
❯ braking systems
❯ engine boosting systems and
❯ chassis/structure
Le Bélier is the undisputed world leader in the production of
aluminium foundry parts for braking systems (master cylinders
and callipers) with a market share estimated at more than 40%
worldwide. In this area, the Group is the only player with a presence
in the three main car-making continents, making it a preferred
provider in response to its customers’ globalisation aims.
The Group has also had a strong presence in engine boosting
systems since 1999 and is successfully pursuing its development
in chassis/structure parts.
BRAKING SYSTEMS
ENGINE BOOSTING
SYSTEMS
CHASSIS /STRUCTURE
2014 ANNUAL REPORT
9
2014 IN A NUTSHELL
CUSTOMERS
Customers
Le Bélier supplies most of its production to global component
suppliers (85% of revenue) and carmakers.
Le Bélier has forged strong relationships over the years with a
number of prestigious customers all over the world. The Group
makes a special effort to work with its customers upstream of
their projects in order to offer them unique parts that perfectly
meet their requirements, thereby further strengthening these very
close links and the unwavering mutual trust.
Via the various component suppliers, Le Bélier’s parts are
therefore automatically found in the vehicles produced by all
global carmakers.
VALEO
BMW
KONGSBERG
JTEKT
BORG
WARNER
ADVICS
BOSCH
ZF
PSA
MITSUBISHI
DAIMLER
VOLKSWAGEN
DELPHI
FTE
YAMASHITA
BENTELER
ELOY SA
CONTINENTAL
TEVES
HONEYWELL
GARRETT
EATON
The Group’s main
customers
MANDO
RENAULT
NISSAN
TRW
COMPONENT
SUPPLIERS
OEM
10
2014 ANNUAL REPORT
SICTA
2014 IN A NUTSHELL
LE BÉLIER’S WORKFORCE
Le Bélier’s workforce
Le Bélier’s sustainability is founded on improving our profitability and satisfying our customers and our employees.
Our ambition
Our management is based on five values: responsibility, innovation,
communication, transparency and respect for safety and
environment.
Our ambition is to enable the men and women who make up Le
Bélier to find continuous motivation in carrying out the activities
for which they are responsible, to create an environment that
allows everyone’s talents to flourish and to offer realistic career
development prospects for all.
A global presence
Le Bélier has gradually built up its international presence since
1994 so as to be closer to its main customers from a geographical
perspective.
France, Hungary (2 foundries and 1 machining plant) and Serbia in
Europe; Mexico (1 foundry and 1 machining plant) in the Americas;
China (3 foundries) in Asia.
Today, Le Bélier is present on the three main continents via 10
production sites:
Each site meets the quality standards demanded by the global
industry.
WORKFORCE BY COUNTRY AT 31 DECEMBER 2014 (INCLUDING TEMPORARY WORKERS)
Total workforce at 31 December 2014: 3,434
FRANCE
286
HUNGARY
Foundry Machining
1,376
Foundry and headquarters
891
485
CHINA
784
MEXICO
431
358
73
SERBIA
557
2014 ANNUAL REPORT
11
2014 IN A NUTSHELL
STOCK MARKET
Stock market
LE BELIER SHARE PRICE AND TRADING VOLUMES OVER 4 YEARS:
JANUARY 2011- MARCH 2015
40
35
30
25
20
15
10
5
0
1/03/2011
1/03/2012
1/03/2013
1/03/2014
1/03/2015
Source: Nyse-Euronext
Financial calendar
2015-2016
LE BELIER SHAREHOLDER’S STRUCTURE
AT 31 DECEMBER 2014
❯ 29 January 2015
2014 consolidated revenue
❯ 26 March 2015
33.9%
2014 consolidated results
PUBLIC
❯ 30 April 2015
57.7%
0.5%
COPERNIC
2015 1st quarter revenue
❯ 21 May 2015
General Meeting of shareholders
FCPE
7.8%
❯ 30 July 2015
2015 1st half revenue
LE BÉLIER
(Tresury shares)
❯ 24 September 2015
0.2%
❯ 29 October 2015
2015 1st half results
GALLAND FAMILY
2015 3rd quarter revenue
❯ 28 January 2016
2015 consolidated revenue
Share information
Listing market: Euronext Paris
Segment: Compartment C
ISIN code: FR0000072399 – BELI
12
2014 ANNUAL REPORT
Reuters code: BELI.PA
Bloomberg code: BELI.FP
Index: CAC AllShares
Market maker: Gilbert Dupont
Financial communication advisor:
Asset Com
Management
report for
the year ended
31 December
2014
on the consolidated
financial statements
and parent company
financial statements
MANAGEMENT REPORT
ON THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2014
14
1.
2.
3.
4.
5.
6.
7.
8.
14
15
17
17
17
18
18
18
Consolidation scope
Consolidated companies
Group research and development
Social, environmental and corporate information
Events after the reporting period
Foreseeable changes in the Group’s situation and outlook
Main risks and uncertainties
Use of financial instruments
1
MANAGEMENT REPORT
ON THE PARENT COMPANY FINANCIAL
STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2014
19
In respect of the ordinary general meeting
In respect of the Extraordinary General Meeting
19
31
2014 ANNUAL REPORT
13
1
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2014
MANAGEMENT REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014
LE BÉLIER
Limited liability company (French Société Anonyme) with a Board of Directors
With share capital of €10,004,822.40
Registered office: 33240 Vérac, France
Libourne Trade and Companies registry no. 393 629 779
MANAGEMENT REPORT ON THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014
1.
CONSOLIDATION SCOPE
1.1.
Change in consolidation scope
Acquisition on 29 July 2014 by LE BÉLIER of the HDPCI group, consisting of four companies: HDPCI, LE BÉLIER Lushun, LE BÉLIER
Wuhan and LE BÉLIER Mohacs, specialising in the manufacture of cast aluminium parts for use in automotive braking and turbo systems.
1.2.
List of consolidated companies
Company (Business)
LE BÉLIER S.A.
(Holding company and Group
parent company)
FONDERIES ET ATELIERS DU BÉLIER
(Foundry for light alloys)
LE BÉLIER DALIAN
(Foundry for light alloys)
LE BÉLIER HONGRIE SA
(Foundry for light alloys)
BSM HUNGARY MACHINING Ltd
(Machining)
LBQ FOUNDRY Sa de CV
(Foundry for light alloys)
BQ MACHINING Sa de CV
(Machining)
LE BÉLIER KIKINDA
(Foundry for light alloys)
LBO
(Equipment leasing)
HDPCI (Holding)
LE BÉLIER LUSHUN
(Foundry for light alloys)
LE BÉLIER WUHAN
(Foundry for light alloys)
LE BÉLIER MOHACS
(Foundry for light alloys)
Abbreviation Registered office
LB
PLANTIER DE LA REINE,
VÉRAC (33), FRANCE
French company
registration number
(SIRET)
39362977900017
Control
(%)
100%
Ownership
(%)
100%
FAB
VERAC (33), FRANCE
59615014400019
100%
100%
LBD
DALIAN, CHINA
Foreign subsidiary
100%
100%
LBH
AJKA, HUNGARY
Foreign subsidiary
100%
100%
BSM
SZOLNOK, HUNGARY
Foreign subsidiary
100%
100%
LBQ
QUERETARO, MEXICO
Foreign subsidiary
100%
100%
BQM
QUERETARO, MEXICO
Foreign subsidiary
100%
100%
LBK
KIKINDA, SERBIA
Foreign subsidiary
100%
100%
LBO
40307761300012
100%
100%
HDPCI
LBL
PLANTIER DE LA REINE,
VERAC (33), FRANCE
HONG- KONG
LUSHUN, CHINA
Foreign subsidiary
Foreign subsidiary
100%
100%
100%
100%
LBW
WUHAN, CHINA
Foreign subsidiary
100%
100%
LBM
MOHACS, HUNGARY
Foreign subsidiary
100%
100%
❯ LE BÉLIER is an active holding company, providing services on behalf of the Group.
❯ HDPCI, a wholly-owned subsidiary of LE BÉLIER, is the holding company of three companies (LBL, LBW and LBM).
❯ The other consolidated subsidiaries are involved in the fabrication of aluminium parts for components manufacturers and automotive
manufacturers, except for LBO, which leases equipment.
14
2014 ANNUAL REPORT
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2014
MANAGEMENT REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014
2.
CONSOLIDATED COMPANIES
2.1.
Highlights
LE BÉLIER (Holding company)
LBD (China)
The holding company’s activity essentially focused on three
major objectives: acquisition of the HDPCI group, supporting
the subsidiaries with a view to improving their performances, and
strengthening the development activity with regard to Central
Europe in connection with the significant chassis/structure and
braking programmes.
This subsidiary had an excellent year, both in terms of quality and
economic performance. For many parameters, LBD is becoming
the Group’s benchmark.
FAB (France)
Automotive operations are well controlled. Operations are under
way regarding the aviation segment. FAB is currently pursuing a
strategy involving a shift from the automotive to aviation market.
LBL & LBW (China, formerly HDPCI)
LBL offers operational excellence, particularly in braking systems.
The turbo systems activity exported to Europe was strengthened
in 2014.
LBW is in a start-up phase and will specialise in braking systems.
LBQ (Foundry, Mexico) and BQM (Machining,
Mexico)
LBH (Foundry, Hungary)
The subsidiary made progress in operational terms in 2014.
Substantial resources have been committed with a view to starting
up a chassis/structure product representing a significant tonnage,
with production expected to commence in 2015.
Substantial progress was made in Mexico in 2014, especially
in the second half. LBQ’s capacity problems due to very strong
growth have been resolved.
BQM’s activity, still too weak in 2014, is gradually increasing.
LBM (Foundry, Hungary)
LBK (Serbia)
Volumes remained modest in this subsidiary’s second year of
production.
2014 was a complicated year for the Serbian subsidiary, which
is struggling to adapt to the increasing complexity of products
currently being launched and to the growth in its volumes.
Nevertheless, encouraging progress plans have been implemented
whose effects will be seen in 2015.
BSM (Machining, Hungary)
The economic results remained very good for the subsidiary, even
though operational progress fell short of expectations.
2.2.
2.2.1.
1
Consolidated results
Revenue
Consolidated revenue for the year ended 31 December 2014 came to €258.7 million, up 9.5% compared with 2013 and up 3.9% at
constant scope (excluding the acquisition).
Revenue
(in thousands of euros)
1st quarter
2nd quarter
3rd quarter
4th quarter
TOTAL
Revenue
(in thousands of euros)
Foundries
Machining
Toolmaking
Other
TOTAL
2014
63,709
61,395
63,860
69,785
258,749
2013
57,811
62,819
57,559
58,069
236,258
Change (in %)
10.2%
-2.3%
10.9%
20.2%
9.5%
Change
(constant scope)
10.2%
-2.3%
2.9%
5.4%
3.9%
2014
213,234
31,656
9,212
4,647
258,749
2013
193,652
28,123
10,267
4,216
236,258
Change (in %)
10.1%
12.6%
-10.3%
10.2%
9.5%
Change
(constant scope)
3.4%
12.7%
-12.6%
7.7%
3.9%
2014 ANNUAL REPORT
15
1
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2014
MANAGEMENT REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014
Revenue in the fourth quarter of 2014 increased by 20.2% (5.4%
at constant scope), compared with the same period in 2013.
Adjusted for changes in aluminium prices, revenue growth came
to +11.5% for the year and +18.1% in the last quarter of 2014
(+5.9% and +3.2% respectively at constant scope).
automotive production. By region, the Group performed as follows:
+17.8% in Asia, +10.6% in North America, while Europe posted
more modest growth of +1.4%.
The machining business grew by 12.7% while the toolmaking
business contracted by 12.6% compared with 2013.
Excluding external growth, tonnage sold increased by 6.3% in
2014 to 53,000 tonnes, thus outstripping worldwide growth in
2.2.2.
Income statement highlights
2014
259,793
25,073
24,086
16,771
16,771
In thousands of euros
Income from ordinary activities
Current operating income
Operating profit
Total net income
GROUP SHARE OF NET INCOME
In a context of increased activity (9.5% revenue growth), the
operating profit came to €24.1 million compared with €21.0 million
in 2013, up 14.6%.
Taking into account net financial expense of €2.2 million compared
with €1.6 million in 2013, income before tax came to €21.9 million
compared with €19.5 million in 2013.
Change 2014/2013
9.7%
21.9%
14.6%
6.9%
6.9%
Financial structure and change in debt
Free cash flow came to €29.1 million in 2014, representing
11.2% of revenue, compared with €26.7 million in 2013 (11.3%
of revenue).
The working capital requirement increased by €4.0 million during
the year.
After recognising a current tax charge of €5.6 million, mainly
concerning the Hungarian, Chinese and Serbian companies, and
deferred tax income of €0.5 million, total net income came to
€16.8 million in 2014, equivalent to 6.5% of production revenue,
compared with €15.7 million in 2013 (6.6%).
Net investments made in 2014 totalled €50.5 million compared
with €16.9 million in 2013, this increase corresponding to needs
related to the industrialisation of new products as well as the
acquisition of the HDPCI group.
2.2.3.
In 2014, the Group raised medium-term loans in Hungary and
France amounting to €37.6 million and also entered into new
finance leases for Mexico and France for €1.5 million, while at
the same time repaying €26.0 million of borrowings.
Number of employees
available to Group companies
at 31 December 2014
At constant scope, the Group had 2,944 staff available (including
temporary staff) 31 December 2014 compared with 2,758 one
year earlier.
In 2014, the average number of employees was 2,947 compared
with 2,611 in 2013.
The additional headcount corresponding to the HDPCI group
was 490 at the end of 2014.
As such, the Group had a total of 3,434 employees at 31 December
2014.
2.2.5.
Via a liquidity contract and share buyback programme, the Group
purchased Le Bélier shares for an amount of €2.6 million.
A dividend of €2.1 million was distributed to shareholders out
of 2013 earnings.
The Group had net cash of €26.1 million at the end of 2014
compared with €35.3 million at the previous year end.
Lastly, the Group had net debt of €39.2 million at 31 December
2014 compared with €8.4 million one year earlier, representing
gearing of 0.4 on equity compared with 0.1 at end 2013.
Net property, plant and equipment by country
In thousands of euros
France
China
Hungary
Mexico
Serbia
TOTAL
16
2.2.4.
2013
236,911
20,571
21,022
15,688
15,688
2014 ANNUAL REPORT
31/12/2014
9,689
12,919
42,649
13,342
5,280
83,879
31/12/2013
11,939
5,668
24,893
11,283
5,784
59,567
Change 2014/2013
-18.8%
127.9%
71.3%
18.2%
-8.7%
40.8%
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2014
MANAGEMENT REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014
2.2.6.
Investments
The following table provides a breakdown of investments, including finance leases but excluding financial assets and goodwill.
2014
1,359
1,481
15,536
595
8,622
27,593
1,595
19,133
1,717
3,906
1,242
27,593
In thousands of euros
Intangible assets
Land, buildings and fixtures
Industrial equipment
Other non-current assets
Assets in progress and payments on account
TOTAL BY TYPE
France
Hungary
China
Mexico
Serbia
TOTAL BY COUNTRY
2.2.7.
The nature of the transactions entered into by Le Bélier with
related parties is explained in Note 4.5 to the consolidated financial
statements for the year ended 31 December 2014.
GROUP RESEARCH AND DEVELOPMENT
The Group has a continual focus on innovative work in order to
enhance the performance of its manufacturing processes. The
successful outcome of this work is made available to the new
products that the Group is required to develop and subsequently
put into production.
4.
1
Transactions with related parties
There were no transactions with related parties that had a material
impact on the Group’s financial position or performance during
2014.
3.
2013
1,109
2,380
11,029
397
2,447
17,362
2,868
5,875
1,621
5,338
1,660
17,362
In 2014, research and development expenses recorded directly in
profit or loss amounted to €223 thousand, including €139 thousand
of staff costs, compared with €219 thousand and €161 thousand
respectively in 2013.
SOCIAL, ENVIRONMENTAL AND CORPORATE INFORMATION
This information is provided in the notes in the report on Corporate
Social Responsibility (CSR).
Ernst & Young et Associés, the independent external body
appointed for 2014 in accordance with the statutory and regulatory
provisions, will submit its report on this CSR information. This
report will remain appended to the CSR report.
Furthermore:
Information on the number of Group employees is presented in
point 2.2.3 of this report.
The amount of wages and salaries and social security charges
recognised in 2014 is disclosed in Note 3.1.3 to the Group’s
consolidated financial statements.
No changes were made to the number of working hours.
5.
EVENTS AFTER THE REPORTING PERIOD
None.
2014 ANNUAL REPORT
17
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MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2014
MANAGEMENT REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014
6.
FORE SEEABLE CHANGES IN THE GROUP’S SITUATION AND OUTLOOK
Our key automotive markets are expected to grow in 2015 based
on information provided by specialists in this early part of the year.
Worldwide growth is expected to reach 3.4%.
The main industrial challenges are the opportunity to generate
technical synergies between the old and new subsidiaries and
the start-up of high-tonnage products in Central Europe.
In this context, given the orders won in recent years and the
acquisition of HDPCI, the Group’s revenue is expected to reach
€300 million in 2015.
The Group plans to launch 48 new products in 2015.
7.
MAIN RISKS AND UNCERTAINTIES
7.1.
Liquidity risk
In 2014, pursuing initiatives similar to those taken in 2013, financial
risk factors remain well managed by the Group.
The Group remains vigilant as far as business is concerned,
across all continents, which may be subject to various economic
and political events influencing the automotive sector, and stands
ready to implement effective flexibility initiatives.
However, apart from optimising its operating cash flows, the Group
must have the financial resources needed to finance its day-today activity, the investments required for its major development
and its medium-term financing commitments.
Liquidity risk therefore continues to be monitored closely and
regularly.
During the period, the Group finalised the following funding
arrangements:
❯ €1.5 million of finance leases in Mexico and France;
❯ €37.6 million of medium-term loans (€21.4 million in Hungary
and €16.2 million in France).
Given the achievements of 2014 and the Group’s proven financial
strength, Le Bélier conducted a specific review of its liquidity risk
and concluded that it is in a position to meet its future maturities.
Outside France, loans and borrowings entered into in Hungary
(€24.9 million at 31 December 2014) include financial covenant
8.
clauses that must be met and which are calculated on the basis
of the full-year consolidated financial statements:
❯ free cash flow (after investments) + gross cash > 0;
❯ net borrowings/EBITDA < 2.5;
❯ net borrowings/equity < 2.5.
At 31 December 2014, these covenants were met.
In France, one of the borrowings entered into during the year
(€2.4 million at 31 December 2014) includes a financial covenant
clause that must be met and which is calculated on the basis of
the full-year consolidated financial statements:
❯ net borrowings/EBITDA < 2.5.
At 31 December 2014, this covenant was met.
The Group expects to be in a position to meet its financial
obligations over the next 12 months.
7.2.
Credit risk
Credit risk on customers is managed by each operational line in
accordance with the credit risk management policies, procedures
and controls put in place by the Group.
We pay special attention to our customers in terms of settlement
risk and periods. For our major customers, in our opinion, their
size and global and strategic positioning helps reduce their
insolvency risk.
USE OF FINANCIAL INSTRUMENTS
The Group’s policy on interest-rate risk and currency risk is as
follows:
Swaps allow the Group to borrow long term at variable rates and
to swap the interest rate on such borrowings, either on inception
or during the life of the borrowing, for a fixed interest rate.
8.1.
Although not applicable during the period, the Group may also
make use of:
Interest-rate risk
The policy is to give preference to fixed-rate loans. If market
conditions prevent the application of this priority, the loan is indexed
to a variable Euribor or USD Libor rate.
18
On the commercial front, the opportunities for winning business
remain significant for 2015 and the Group will remain ambitious
in this regard.
2014 ANNUAL REPORT
❯ several types of instruments to optimise its financial charges
and manage the split between fixed-rate and variable-rate
borrowings;
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2014
MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014
❯ caps, which, in exchange for payment of a premium, allow
❯ Risk on operating cash flows denominated in currencies other
the Group to set an upper limit on the cost of a borrowing
bearing a variable interest rate.
than the functional currency: for purchases: in Hungary, hedging
in local currency of purchases made from local suppliers and
of staff costs; for sales: for the record, the billing currency of
both Hungary and Serbia is the euro.
For information, in early 2015, the Group entered into a swap
agreement, under which it swapped a variable interest rate for a
fixed interest rate on a €10 million borrowing in France.
❯ an interest-rate risk sensitivity analysis;
❯ a breakdown of debt between variable and fixed interest rates.
Financial instruments likely to be used by the Group are managed
centrally, their purpose being to reduce exposure to currency
risk on future cash flows on its transactions and to the risk of
movements in interest rates on the cash flows on its borrowings.
They are not used for speculative purposes.
8.2.
At 31 December 2014, no currency hedging instruments pertaining
to purchases or sales were in force.
Note 4.7 to the consolidated financial statements provides notably:
Currency risk
❯ Currency risk on borrowings: Group policy dictates that any
borrowings entered into by a Group company must be in that
entity’s functional currency;
1
At this date, the Group put in place in 2015 a cross currency
swap agreement (US dollar to euro) on a borrowing in Hungary.
Information on the sensitivity analysis is provided in Note 4.7 to
the consolidated financial statements.
MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014
IN RESPECT OF THE ORDINARY GENERAL MEETING
I–
Significant events
II –
The highlights for 2014 were as follows:
Events after the reporting
period
The holding company’s activity essentially focused on three
major objectives: acquisition of the HDPCI group, supporting
the subsidiaries with a view to improving their performances, and
strengthening the development activity with regard to Central
Europe in connection with the significant chassis/structure and
braking programmes.
None.
Once again, Le Bélier provided support to its subsidiaries,
notably FAB, by waiving billing and receipt of the rent due on all
property in 2014 by decision of the Board of Directors meeting
of 25 March 2014, with an option to renew this decision at the
Board of Directors meeting that will be held to approve the financial
statements for the year ended 31 December 2014.
❯ revenue: €20,831 thousand (€18,727 thousand in 2013);
❯ operating income: €22,936 thousand (€21,455 thousand in
Details of the share buybacks carried out in 2014 in connection
with the stock purchase option plan and plan for the allocation of
free shares put in place at the General Meeting of 24 May 2011,
for which the terms and conditions were established at the Board
of Directors meeting of 28 June 2011, are provided in section XXV.
Details of the share buybacks carried out in 2014 in connection
with the plan for the allocation of free shares put in place at
the General Meeting of 26 May 2014, for which the terms and
conditions were established at the Board of Directors meetings
of 22 May and 11 June 2014, are provided in the same section.
III –
Parent company income
statement highlights
In 2014:
2013);
❯ operating expenses: €19,012 thousand (€15,959 thousand
in 2013);
❯ operating profit: €3,925 thousand (€5,496 thousand in 2013);
❯ after taking into account net financial income of €6,411 thousand
(including €6,272 thousand of dividends received from
subsidiaries), income on ordinary activities before tax came
to €10,335 thousand (€11,102 thousand in 2013);
❯ non-recurring items: loss of €459 thousand (loss of
€2,326 thousand in 2013);
❯ taking into account all the above, the Company reported a
net profit of €10,162 thousand (€9,064 thousand in 2013).
In compliance with Article R.225-102 paragraph 2, a table of
earnings is appended to this report, along with a statement of
changes in shareholders’ equity as presented in the notes to the
parent company financial statements.
2014 ANNUAL REPORT
19
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MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2014
MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014
IV –
Research and development
The Company has a continual focus on innovative work in order
to enhance the performance of its manufacturing processes. The
successful outcome of this work is made available to the new
products that the Group is required to develop and subsequently
put into production.
In 2014, research and development expenses recorded directly in
profit or loss amounted to €223 thousand, including €139 thousand
of staff costs, compared with €219 thousand and €161 thousand
respectively in 2013.
All details and explanations can be found in the notes to the
financial statements.
VII –
Suppliers’ payment times
At 31 December 2014, trade payables represented a credit balance
of €2,356 thousand compared with €1,442 thousand in 2013.
This balance consisted of:
❯ French external suppliers: €582 thousand in 2014
(€380 thousand in 2013);
❯ foreign external suppliers: €0 thousand in 2014 (€4 thousand
V–
Review of operations
Sales and earnings
The operating profit declined by €1,571 thousand (i.e. -28.60%),
while operating income increased by 6.90%, mainly reflecting:
❯ a provision for the plan for the allocation of free shares
approved on 10 June 2014 that boosted operating expenses
by €822 thousand;
❯ a 12.48% increase in staff costs that was mainly due to the
strengthening of our technical structures, 2014 incentive
payments (+€365 thousand) and charges relating to allocation
of free shares.
Net financial income improved further, with an increase of
€804 thousand compared with 2013, mainly due to dividends
received of €6,272 thousand in 2014 compared with
€5,342 thousand in 2013.
Net non-recurring income improved in 2014, representing a loss of
€459 thousand in 2014 compared with a loss of €2,326 thousand
in 2013 (loss recognised in 2013 on purchases of own shares to
cover the plan for the allocation of free shares).
The Company benefited from a research tax credit of
€349 thousand, bringing its net profit to €10,162 thousand
compared with €9,064 thousand in 2013, the bulk of this
movement stemming from the financial items described above.
Financial position
The Company further strengthened its financial position.
It had a positive net cash position of €17 million at 31 December
2014 compared with €28 million at the end of 2013.
in 2013);
❯ Group suppliers: €173 thousand in 2014 (€121 thousand in
2013);
❯ suppliers’ invoices not yet received: €1,601 thousand in 2014
(€937 thousand in 2013).
With effect from 1 January 2009, the French law on the
modernisation of the economy (Loi de Modernisation de
l’Économie) introduced a cap on settlement periods, being 60 days
from the date on which the invoice is issued (or 45 days from the
month end). Law no. 2012-387 of 22 March 2012, the so-called
Warsmann II law, stipulates that, with effect from 1 January 2013,
unless specified otherwise, although the rate set cannot be less
than one third of the statutory interest rate, the interest rate for
penalties due in the event of late payment applicable during the
first half of the year in question shall be the ECB rate prevailing
on 1 January of the year in question and, for the second half, that
prevailing on 1 July (French commercial code, Article L. 441-6,
I, paragraph 12).
Furthermore, with effect from this same date, in addition to late
payment penalties, any late payment gives rise to the payment
to the creditor of a fixed amount of compensation for recovery
costs. The amount of this compensation is set by decree no. 20121115 of 2 October 2012 at €40. It is payable automatically and
without any formalities being required by the business in a late
payment situation.
At 31 December 2014, trade payables comprised:
❯ invoices not yet due amounting to €524 thousand
(€379 thousand in 2013) for which the settlement periods
complied with the law;
❯ invoices issued by third parties and outstanding for less than
30 days amounting to €152 thousand (€57 thousand in 2013);
❯ invoices issued by subsidiaries and outstanding for less
VI –
Presentation of the parent
company financial statements
The parent company financial statements for the year ended
31 December 2014 that we are submitting for your approval were
prepared in accordance with the presentation rules and valuation
methods prescribed by the prevailing regulation.
20
2014 ANNUAL REPORT
than 30 days amounting to €21 thousand (€12 thousand in
2013), and outstanding for more than 30 days amounting to
€57 thousand (€42 thousand in 2013);
❯ the balance corresponds to invoices in dispute.
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2014
MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014
Trade payables
Year ended
31/12/2014
31/12/2013
VII –
(in €)
€754,826
€504,832
Subsidiaries and associates
The list of subsidiaries and associates is provided in the notes.
Key comments on the subsidiaries’ activity are set out in the
presentation of consolidated companies provided in the first
section of this report.
VIII – Appropriation of income
We propose to allocate the net profit for the year of €10,162,136.18
plus retained earnings brought forward as follows:
Source:
❯ retained earnings brought forward: €32,932,724.47;
❯ net profit for the year:
€10,162,136.18.
Distributable amount: €43,094,860.65.
Payment
within 30 days
€141,608
€69,233
Payment in more
than 30 days
€33,274
€6,814
Payment in more
than 60 days
€55,294
€48,355
Appropriation:
❯ as dividends: €3,291,060.00 (6,582,120 shares);
❯ minimum retained earnings after appropriation:
1
€39,803,800.65.
You are reminded that, for natural persons domiciled in France,
the dividend is subject to income tax on a progressive scale and
is eligible for the 40% relief stipulated in Article 158-3-2 of the
French General Tax Code. Prior to distribution, unless waived, the
dividend is subject to a compulsory levy of 21% as stipulated in
Article 117 quater of the French General Tax Code, as payment
on account of income tax. In all cases, the dividend shall be
paid after deducting social security levies and the general social
contribution.
The dividend will be paid on 18 June 2015. In the event that, at
the time of payment, the Company holds any of its own shares,
the earnings corresponding to the dividends not paid out as a
result of these shares shall be allocated to retained earnings.
Reminder of dividends paid
In compliance with the provisions of Article 243 bis of the French General Tax Code, we remind you that the Company distributed the
following dividends in the last three years:
In respect of the financial year
2011
2012
2013
IX –
Revenue eligible for tax allowance
Dividends
Other revenue distributed
€948,572.96
i.e. €0.16 per share entitled
to receive a dividend
€2,101,069.44
i.e. €0.34 per share entitled
to receive a dividend
-
Revenue not eligible
for tax allowance
-
-
-
Expenses disallowed for tax purposes
In compliance with the provisions of Article 223 quater and 223
quinquies of the French General Tax Code, we bring to your
attention the fact that the accounts for the year under review
include €356,886.16 of expenses that cannot be deducted for
tax purposes.
However, the Company was not liable for any tax on said expenses
and charges.
2014 ANNUAL REPORT
21
1
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2014
MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014
X–
Corporate officers
List of corporate officers
In compliance with the provisions of Article L.225-102-1, paragraph 4, of the French Commercial Code, we hereby provide a list of all
appointments and functions exercised by each of the Company’s corporate officers in other companies.
Name
Philippe GALLAND
Company
Group
LE BÉLIER
LBO SARL
Non-Group
LE BÉLIER PARTICIPATIONS SAS
GALLAND SAS
GALILEE SAS
COPERNIC SAS
Société Civile de Choisy le Roi
MACHINASSOU Sarl
SCI du FAUBOURG
Offices held previously
LBQ Foundry SA de CV
BQ MACHINING SA de CV
Le Bélier Hongrie
Le Bélier Dalian
BV Hungary Machining
Philippe DIZIER
Le Bélier Kikinda d.o.o
Group
LE BÉLIER
Fonderies et Ateliers du Bélier
Le Bélier Hongrie
BV Hungary Machining
Le Belier Mohács
Le Bélier Kikinda d.o.o
LBQ Foundry SA de CV
BQ MACHINING SA de CV
H DPCI Limited
Le Bélier Dalian
Le Belier Wuhan
Le Belier Lv Shun
Non-Group
GALILEE SAS
COPERNIC SAS
TPFF
22
2014 ANNUAL REPORT
Office
Chairman of the Board of Directors
Manager
Chairman
Le Bélier Participations’ representative
in his capacity as Chairman
Le Bélier Participations’ representative
in his capacity as Chairman
Le Bélier Participations’ representative
in his capacity as Chairman
Manager
Manager
Manager
Chairman of the Board of Directors
Chairman of the Board of Directors
Chairman of the Supervisory Board
Le Bélier’s representative in his capacity
as Chairman of the Board of Directors
Chairman of the Supervisory Board
Le Bélier’s representative in his capacity
as Chairman of the Supervisory Board
Chief Executive Officer, Board Member
Chairman of the Board of Directors
Chairman of the Supervisory Board
Member of the Supervisory Board
Member of the Supervisory Board
Board Member
Board Member
Board Member
Chief Executive Officer, Board Member
Chairman of the Board of Directors
Chairman of the Board of Directors
Chairman of the Board of Directors
Chief Executive Officer, Member
of the Administration Committee
Chief Executive Officer, Member
of the Administration Committee
Manager
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2014
MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014
Name
Thierry RIVEZ
Company
Group
LE BÉLIER
Fonderies et Ateliers du Bélier
LBQ Foundry SA de CV
BQ MACHINING SA de CV
BV Hungary Machining
Le Bélier Hongrie
Le Belier Mohács
Le Bélier Kikinda d.o.o
H DPCI Limited
Le Bélier Dalian
Le Belier Wuhan
Le Belier Lv Shun
Non-Group
GALILEE SAS
COPERNIC SAS
COPERNIC SAS
LE BÉLIER
PARTICIPATIONS
SAS
Denis GALLAND
Noèle GALLAND
Christian LOSIK
K Management
Group
LE BÉLIER
Group
LE BÉLIER
Non-Group
GALLAND SAS
Group
LE BÉLIER
Non-Group
LE BÉLIER PARTICIPATIONS SAS
GALILEE SAS
COPERNIC SAS
Group
LE BÉLIER
Non-Group
GALILEE SAS
COPERNIC SAS
SCEA du Château de Brague
Group
LE BÉLIER
Office
1
Chief Operating Officer, Copernic’s
permanent representative,
Board Member
Board Member
Board Member
Board Member
Chairman of the Supervisory Board
Member of the Supervisory Board
Chairman of the Supervisory Board
Chairman of the Board of Directors
Chief Operating Officer, Board Member
Board Member
Board Member
Board Member
Chief Operating Officer, Member
of the Administration Committee
Chief Operating Officer, Galilée’s
permanent representative,
Member of the Administration Committee
Manager
Board Member
Board Member
Chairman
Le Bélier Participations’ permanent representative,
Board Member
Chief Executive Officer, Board Member
Member of the Administration Committee
Member of the Administration Committee
Board Member
Member of the Administration Committee
Member of the Administration Committee
Manager
Board Member
2014 ANNUAL REPORT
23
1
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2014
MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014
Corporate officers’ compensation
I
GROSS COMPENSATION AND BENEFITS-IN-KIND PAID IN 2014 (IN €)
Name
Corporate appointment
Fixed
Exceptional
compensation compensation
P. GALLAND
LB (1/1/2014 - 31/12/2014)
P. DIZIER
LB (1/1/2014 - 31/12/2014)
T. RIVEZ
LB (1/1/2014 - 31/12/2014)
Sub-total: director corporate officers
COPERNIC represented by T. RIVEZ
LB (1/1/2014 - 31/12/2014)
LE BÉLIER PARTICIPATIONS
represented by D. GALLAND
LB (1/1/2014 - 31/12/2014)
Sub-total: non-director
corporate officers (legal entities)
N. GALLAND
LB (1/1/2014 - 31/12/2014)
C. LOSIK
LB (1/1/2014 - 31/12/2014)
Sub-total: non-director corporate
officers (natural persons)
TOTAL
Employment
contract
Benefitsin-kind(1)
Attendance
fees, etc.(2)
Total
2,312
15,000
292,462
275,150
-
305,928
60,000
Suspended
2,484
90,000
458,412
255,770
836,848
50,000
110,000
-
2,325
7,121
75,000
180,000
383,095
1,133,969
105,000
105,000
50,000
50,000
155,000
155,000
15,000
15,000
15,000
15,000
30,000
365,000
30,000
1,318,969
-
836,848
-
-
110,000
-
-
7,121
(1) Company car.
(2) Including €200 thousand paid by the Company and €165 thousand paid by companies under its control.
Total compensation and benefits-in-kind paid by the Company
during the year under review to all corporate officers amounted
to €954 thousand.
At its meeting of 23 May 2013, the Board of Directors noted the
fact that 100% of the stock purchase options awarded to Messrs
Philippe Dizier and Thierry Rivez could be exercised by them with
effect from 28 June 2013 during the exercise period set by the
regulations governing the stock purchase option plan and that
100% of the free shares become vested by Messrs Philippe Dizier
and Thierry Rivez with effect from 28 June 2013.
Philippe Dizier
Thierry Rivez
Stock purchase
options
114,104
95,086
Free shares
76,069
63,391
At its meetings of 22 May and 11 June 2014, pursuant to the
authorisation granted by the Combined Ordinary and Extraordinary
General Meeting of 22 May 2014, the Board of Directors decided
to grant Messrs Philippe Dizier and Thierry Rivez free shares in
the Company, whose definitive allocation is subject to the Group’s
internal performance conditions, i.e.:
Philippe Dizier
Thierry Rivez
24
2014 ANNUAL REPORT
Free shares
21,648
18,040
In accordance with the provisions of Articles L.225-185 and
L.225-197-1 II of the French Commercial Code, it was decided
at various Board of Directors meetings that the corporate officers
must retain, in registered form until such time as they cease to fulfil
their functions, 15% of the free shares actions granted to them.
You are reminded that the Chairman, Chief Executive Officer and
Chief Operating Officer benefit from the same supplementary
collective coverage in respect of pension, provident fund and
healthcare expenses as the Company’s senior executives.
Furthermore, the Chief Executive Officer and the Chief Operating
Officer benefit from an unemployment insurance policy for which
the Company bears the cost, being €34 thousand in 2014.
The Company has no other commitments in respect of the
corporate officers.
However, on the date on which his duties as Chief Executive are
terminated, the effects of the contract under which Mr Philippe
Dizier is employed as Director of Operations will be automatically
reinstated.
Terms of office of the directors
We hereby inform you that the terms of office of the following
directors have expired:
❯ Mr Philippe Galland, whose term of office as Chairman of the
Board of Directors will also be subject to renewal;
❯ Copernic;
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2014
MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014
❯ Le Bélier Participations.
XII –
We propose that you renew these three directors in their functions
for a further period of six years, i.e. until the end of the meeting
held in 2021 to approve the financial statements for the year
just ended.
The Company did not make use of any financial instruments in
2014.
Mr Philippe Galland together with the current permanent
representatives of Copernic and Le Bélier Participations, whose
term of office has expired, have indicated in advance that they
would accept renewal of their functions and were not affected by
any measure or incapacity likely to prohibit them from exercising
said functions.
Proposed appointment of a new director
We propose that you appoint a new director, Mrs Dominique
Druon, residing at 4 avenue Clodoald 92210 Saint-Cloud, in
addition to the current serving members, for a term of six years,
that will expire at the end of the meeting held in 2021 to approve
the financial statements for the year just ended.
Mrs Dominique Druon has indicated in advance that she would
accept these functions and was not affected by any measure or
incapacity likely to prohibit her from exercising said functions.
With this appointment, the percentage of female directors would
exceed the 20% threshold of directors.
We also hereby inform you that Mrs Dominique Druon meets the
criteria of independent director imposed by the AFEP-MEDEF
Code, and also that the Board of Directors established this
qualification at its meeting of 24 March 2015.
XI –
Foreseeable changes
in the situation and outlook
Our key automotive markets are expected to grow in 2015 based
on information provided by specialists in this early part of the year.
Worldwide growth is projected at 3.4%.
In this context, given the orders won in recent years and the
acquisition of HDPCI, the Group is expected to achieve revenue
of €300 million in 2015.
The main industrial challenges are the opportunity to generate
technical synergies between the old and new subsidiaries and
the start-up of high-tonnage products in Central Europe.
The Group plans to launch 48 new products in 2015.
Use of financial instruments
XIII – Holdings of selected
shareholders
In compliance with the provisions of Article L.233-13 of the French
Commercial Code, and taking into account the information and
notifications received pursuant to Articles L.233-7 and L.233-12 of
said Code, we provide below information on the identity of those
shareholders holding more than one twentieth, one tenth, three
twentieths, one fifth, one quarter, one third, one half, two thirds,
eighteen twentieths or nineteen twentieths of the Company’s
share capital or voting rights.
1
We remind you that on 9 October 2013, Galilée, a company that
is 99.99%-owned by Le Bélier Participations, purchased FCDE’s
stake in the share capital of Copernic.
This operation had no impact on control of the Le Bélier group,
which is still exercised by the Galland family group: the AMF was
informed accordingly by letters received on 6 December 2013
and 19 February 2014.
As a result of this operation, the Galland family group did not
breach any shareholding thresholds and reported that, on
9 October 2013, it held directly and indirectly via the simplified
limited liability companies Le Bélier Participations and Copernic
that it controls, 3,809,527 Le Bélier shares, representing the same
number of voting rights, i.e. 57.88% of the Company’s share
capital and voting rights (based on share capital consisting of
6,582,120 shares representing the same number of voting rights
pursuant to the second paragraph of Article 223-11 of the AMF’s
General Regulations).
The abovementioned operations gave rise to an AMF notice no.
214C0375 dated 11 March 2014.
Amiral Gestion, a company acting on behalf of funds that it
manages, reported that, on 27 September 2013, it exceeded
the 5% thresholds in respect of the Company’s share capital and
voting rights and that it held, on behalf of said funds, 338,802 Le
Bélier shares representing the same number of voting rights, i.e.
5.15% of the Company’s share capital and voting rights.
This operation gave rise to an AMF notice no. 213C1477 dated
2 October 2013.
On the commercial front, the opportunities for winning business
remain significant for 2015 and the Group will remain ambitious
in this regard.
2014 ANNUAL REPORT
25
1
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2014
MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014
XIV – Summary of transactions covered by Article L.621-18-2 of the French
Monetary and Financial Code
The Company had knowledge of transactions that took place during the year ended 31 December 2014 and that were covered by
Article L.621-18-2 of the French Monetary and Financial Code, namely:
Mr Philippe Dizier, Chief Executive Officer sold and acquired shares in the Company on the following dates:
AMF declaration and advice
Declaration and advice no.
Declaration and advice no.
Declaration and advice no.
Declaration and advice no.
Declaration and advice no.
Declaration and advice no.
Amount
€2,900 (acquisition)
€825 (acquisition)
€538 (sale)
€397.50 (acquisition)
€840 (acquisition)
€1,210 (acquisition)
€1,132.65
(acquisition)
€1,000 (acquisition)
€950 (acquisition)
2014DD313853 dated 15 June 2014
2014DD313854 dated 15 June 2014
2014313855 dated 15 June 2014
2014DD316497 dated 2 July 2014
2014DD316498 dated 2 July 2014
2014DD324128 dated 24 August 2014
Declaration and advice no. 2014DD332823 dated 17 October 2014
Declaration and advice no. 2014DD332824 dated 17 October 2014
Declaration and advice no. 2014DD332825 dated 17 October 2014
XV –
Social and environmental
consequences of the business
Price/share
€29
€27.50
€26.9
€26.50
€28
€22
€22.65
€20
€19
XVI – Prevention of technological
risks
In compliance with the provisions of Article L.225-102-1,
paragraph 5, of the French Commercial Code, we provide
below information on the consideration given to the social and
environmental consequences of our business and on its social
commitments to promote sustainable development and favour
the fight against discrimination and the promotion of diversity:
In compliance with the provisions of Article L.225-102-2 of the
French Commercial Code, we provide below information on the
risk prevention policy in respect of technological incidents, the
Company’s civil liability coverage and the means employed to
manage compensation of victims in the event of technological
incidents:
This information is provided in the notes in the report on Corporate
Social Responsibility (CSR).
Given that it is a holding company, the Company has no specific
information to report in this regard.
As indicated in point 4 of the management report on the consolidated
financial statements above, the report of the independent external
body on the consolidated social, environmental and corporate
information will remain appended to the CSR report.
XVII – Main risks and uncertainties
The main risks and uncertainties are described in point 7 of the
first section of this report.
XVIII – Employee information
I
NUMBER OF EMPLOYEES
Executives
Non-executives
TOTAL
2014
79
33
112
The figures shown above correspond to the number of employees
at the year end.
The average age of employees is 41 years and the average length
of service is nine years.
XIX – Acquisition of participating
and controlling interests
On 29 July 2014, Le Bélier acquired 100% of the HDPCI group,
which specialises in the manufacture of cast aluminium parts for
use in automotive braking and turbo systems.
26
2014 ANNUAL REPORT
2013
77
32
109
2012
72
33
105
2011
69
29
98
This group consists of a holding company, HDPCI, located in Hong
Kong, which has three wholly-owned production subsidiaries:
two are located in China: Le Bélier Lushun (near Dalian) and Le
Bélier Wuhan (start-up site), and the third in Hungary, Le Bélier
Mohacs, which has been in production for two years.
The percentage participation acquired, conferring voting rights,
is 100%.
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2014
MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014
XX –
Cross-shareholdings
XXIII – Employee share ownership
In 2014, our Company did not hold any cross-shareholdings
within the meaning of Articles L.233-29 and R.233-19 of the
French Commercial Code.
XXI – Treasury shares and stock
options
XXIV – Stock options and allocation
of free shares
Number of treasury shares held: 512,556.
Stock options: none.
The Company has not implemented any new stock subscription
option plans since expiry of the previous plans on 30 June 2005.
XXII – Adjustments in the event
of the issue of securities giving
access to the share capital
None.
I
In compliance with the provisions of Article L.225-102 of the
French Commercial Code, information is hereby provided on the
proportion of Company shares held by employees on the last day
of the financial year, i.e. 31 December 2014: 0.48%.
1
Stock purchase option plan dated
28 June 2011
The Board of Directors meeting of 23 May 2013 noted that the
performance conditions set by the stock purchase option plan,
put in place by the Board on 28 June 2011 pursuant to the
authorisation granted by the Combined Ordinary and Extraordinary
General Meeting of shareholders of 24 May 2011, had been met
in full. Consequently, these options may be exercised by the
beneficiaries present, with effect from 28 June 2013, under the
conditions stipulated by the plan regulations.
STOCK PURCHASE OPTIONS GRANTED TO EMPLOYEES AND/OR MANAGING CORPORATE
OFFICERS: POSITION AT 31/12/2014
Date of EGM
authorisation
24/05/2011
Date
of Board
of Directors
meeting
28/06/2011
Total
number
of options
granted
365,308
of which,
to corporate
officers
209,190
of which,
to top 10
employees
142,952
Total
number of
beneficiaries
15
Option
exercise
start date
28/06/2013
Option
expiry date
28/06/2017
Subscription
price
(in euros)
7.83
At 31 December 204, no options had been exercised.
Performance share plans dated 28 June 2011
The Board of Directors meeting of 23 May 2013 noted that the
performance conditions set by the plan for the allocation of free
shares, put in place by the Board on 28 June 2011 pursuant to the
I
authorisation granted by the Combined Ordinary and Extraordinary
General Meeting of shareholders of 24 May 2011, had been met
in full. Consequently, the shares are vested by the beneficiaries
present with effect from 28 June 2013.
PERFORMANCE SHARES ALLOCATED TO EMPLOYEES AND/OR MANAGING CORPORATE OFFICERS:
POSITION AT 31/12/2014
Date of EGM
authorisation
Date
of Board
of Directors
meeting
Total
number
of shares
granted
of which,
to corporate
officers
of which,
to top 10
employees
Total
number of
beneficiaries
Vesting
date
Date
of end
of retention
period
24/05/2011
28/06/2011
259,993
139,460
95,300
72
28/06/2013
28/06/2015
In 2014, the Company put in place:
❯ a plan for the allocation of free shares covering 131,642
Company shares, representing 2% of the Company’s share
Performance
conditions
Economic
value (basis:
EBITDA, net
borrowings)
capital (the overall cap being set by the General Meeting of
22 May 2014 at 4% of the share capital and the sub-cap
attributable to corporate officers at 35% of this cap).
2014 ANNUAL REPORT
27
1
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2014
MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014
I
PERFORMANCE SHARES ALLOCATED TO EMPLOYEES AND/OR MANAGING CORPORATE OFFICERS:
POSITION AT 31/12/2014
Date of EGM
authorisation
Date
of Board
of Directors
meeting
Total
number
of shares
granted
of which,
to corporate
officers
of which,
to top 10
employees
Total
number of
beneficiaries
Vesting
date
Date
of end of
retention
period
22/05/2014
11/06/2014
130,675
39,688
46,007
119
11/06/2016
11/06/2018
In accordance with the provisions of Article L.225-197-4 of the
French Commercial Code, in its special report the Board of
Directors provides information on the operations carried out by
virtue of the provisions of Articles L.225-197-1 to L.225-197-3
of the French Commercial Code.
XXV – Holdings of own shares
in connection with the share
buyback programme
In accordance with the provisions of Article L.225-211,
paragraph 2, of the French Commercial Code, information is
provided below on purchases and sales of own shares during
the year ended 31 December 2014:
❯ in connection with the stock purchase option plan and plan
for the allocation of free shares:
Performance
conditions
Economic value
(basis: EBITDA,
net borrowings)
or change
in stock
market value
XXVI – Share buyback programme
We remind you that the Combined Ordinary and Extraordinary
General Meeting of 22 May 2014 authorised the Board of Directors
to repurchase up to 10% of the Company’s share capital.
This programme is governed by the provisions of Article L.225-209
of the French Commercial Code and also by European Regulation
no. 2273/2003 of 22 December 2003 in application of the Market
Abuse Directive that came into force on 13 October 2004.
The Company made partial use of this authorisation during the
year ended 31 December 2014 and wishes to make further share
buybacks.
We will thus propose that you renew the authorisation enabling
the Board of Directors to acquire the Company’s shares, in
accordance with the provisions of the French Commercial Code
as stated above.
■
number of shares purchased: 510,380,
■
number of shares sold: 0,
Own shares held by the Company would be applied in decreasing
order of priority for the following purposes:
■
average purchase price: €11,
❯ to regulate the share price by means of a liquidity contract
■
average sale price: 0,
■
number of shares registered in the Company’s name at the
year end: 510,380,
■
purchase cost: €5,616 thousand,
■
nominal value: €1.52,
■
reason for acquisitions: plan for the allocation of free shares
and stock purchase option plan,
❯ to acquire shares with a view to later using them in exchange
■
shares held as a percentage of the total share capital: 7.75%;
❯ to cover securities giving entitlement to the allocation of
❯ in connection with the liquidity contract:
with an investment services provider in compliance with the
code of ethics of the French Association of Investment Firms
(AFEI), recognised by the French securities regulator (AMF);
❯ to cover stock purchase option plans for the Group’s employees
and corporate officers, and sell or allocate shares to employees
in accordance with prevailing legislation;
for or as payment for acquisitions;
Company shares.
■
number of shares registered in the Company’s name at the
year end: 2.176,
■
value at the closing price: €52 thousand,
■
nominal value: €1.52,
This authorisation would allow the Company to repurchase its
own shares:
■
reason for acquisitions: regulation of the share price,
❯ over a period of 18 months from the date of the General
■
shares held as a percentage of the total share capital: 0.03%.
The Company intends to cancel any shares that it may eventually
own.
Meeting, i.e. until 20 November 2016;
❯ representing a maximum of 10% of the Company’s share
capital as it stood on the date of the Ordinary General Meeting
of 21 May 2015, it being specified that this limit applies to
the amount of the Company’s share capital adjusted, where
28
2014 ANNUAL REPORT
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2014
MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014
applicable, to take into account operations affecting the share
capital subsequent to this General Meeting. At a maximum
price of €40 per share;
❯ maximum proportion of the share capital acquired in the form
of blocks of shares: nil.
As part of its overall financial management, the Company reserves
the right to use some of its available cash to finance share buybacks
and to resort to short- or medium-term borrowings to finance
any additional needs in excess of funding from own resources.
XXVII – Company features
that may be relevant in
the event of a takeover
bid (Article L.225-100-3 of
the French Commercial Code)
In compliance with Article L.225-100-3 of the French Commercial
Code, we must disclose and, where applicable, explain, certain
facts that may be relevant in the event of a takeover bid.
The share buyback programme will not have a material financial
impact on earnings per share or shareholders’ equity per share.
The objective of this measure is to ensure the transparency of
any information that may influence the conduct of a takeover bid.
All additional information is provided in the reference document
prepared by the Company. This document is available to the
general public on request and may be consulted on-line on the
Company’s website and the AMF’s website.
Consequently, and in compliance with Article L.225-100-3 of
the French Commercial Code, the information required by this
Article is provided below.
1
1. Shareholder structure
Shareholder
Number
of shares
3,796,771
12,761
3,809,532
31/12/2014
%
Number
%
of share of voting of voting
Number
capital
rights
rights of shares
57.68% 3,796,771 62.55% 3,796,771
0.19%
12,761
0.21%
12,756
57.88% 3,809,532 62.76% 3,809,527
31/12/2013
%
Number
%
of share of voting of voting
Number
capital
rights
rights of shares
57.68% 3,796,771 61.45% 3,796,771
0.19%
12,756
0.21%
12,756
57.88% 3,809,527 61.66% 3,809,527
31/12/2012
%
Number
%
of share of voting of voting
capital
rights
rights
57.68% 3,796,771 63.97%
0.19%
12,756
0.21%
57.88% 3,809,527 64.19%
Copernic SAS
Galland family
Total Galland family
Le Bélier
(treasury shares)
512,556
7.79%
0
0.00%
403,677
6.13%
0
0.00%
647,124
9.83%
0
0.00%
Employee
savings fund
31,820
0.48%
31,820
0.52%
35,050
0.53%
35,050
0.57%
46,700
0.71%
46,700
0.79%
Public(*)
2,228,212 33.85% 2,228,212 36.71% 2,333,866 35.46% 2,333,866 37.77% 2,078,769 31.58% 2,078,769 35.03%
TOTAL
6,582,120 100.00% 6,069,564 100.00% 6,582,120 100.00% 6,178,443 100.00% 6,582,120 100.00% 5,934,996 100.00%
(*) Amiral Gestion, a limited liability company acting on behalf of funds that it manages, reported that, on 27 September 2013, it exceeded the 5% thresholds in
respect of the Company’s share capital and voting rights. The AMF noted this fact in its decision no. 213C1477 of 2 October 2013.
2. Statutory restrictions on the exercise of voting rights and share
transfers and clauses in conventions brought to the Company’s
attention pursuant to Article L.233-11:
Under the terms of an agreement entered into on 9 October
2013 between the managers of the Le Bélier group, Messrs
Philippe Dizier and Thierry Rivez benefit from a pre-emptive
right, in the event of a sale by the other managers that are
party to said agreement of the Le Bélier free shares or stock
purchase options allocated to them on 28 June 2011.
Furthermore, under the terms of the same agreement, Messrs
Philippe Dizier and Thierry Rivez benefit from a commitment
to sell on the part of the other managers, in the event that the
latter leave the Le Bélier group. In connection with the exercise
of this commitment, Messrs Philippe Dizier and Thierry Rivez
may be substituted by other managers of the Le Bélier group.
3. Direct and indirect holdings in the Company’s shares of
which the Company is aware by virtue of Articles L.233-7
and L.233-12 (significant holdings and treasury shares): see
section XIII entitled “Holdings of selected shareholders”.
4. List of holders of any shares bearing special control rights and
description of these rights: not applicable.
5. The control mechanisms envisaged in any employee share
ownership scheme, when the control rights are not exercised
by these employees: see section XXIV entitled “Employee
share ownership”.
6. Shareholder agreements of which the Company is aware and
which may result in restrictions on share transfers and the
exercise of voting rights:
On 13 December 2003, the shareholders belonging to
the Galland group signed a Collective Undertaking for the
Conservation of Shareholdings (Engagement Collectif de
Conservation d’Actions).
On 29 October 2004, the shareholders belonging to the
Galland group signed a rider to the Collective Undertaking
for the Conservation of Shareholdings of 13 December 2003
in an effort to harmonise the policy for family shareholdings
in Le Bélier.
2014 ANNUAL REPORT
29
1
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2014
MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014
In particular, this rider provides for [free translation from the
original French text]:
■
a preferential right granted to Mr Philippe Galland by the
shareholders belonging to the Galland group in the event
of a transfer of shares, even between shareholders;
■
a joint and proportional right of sale granted by the
shareholders to Mr Philippe Galland in the event of a
transfer of shares;
■
an undertaking on share ownership, the intention being
that all shareholders combined hold shares representing
at least 20% of the share capital and voting rights of Le
Bélier, notably so that they may benefit from the provisions
of Article 885 I bis of the French General Tax Code;
■
a commitment to attend the Company’s meetings and to
vote on all collective decisions taken by the Company in
accordance with the wishes indicated beforehand by Mr
Philippe Galland, in order to preserve a united front with
regard to the strategy for managing Le Bélier and so as
to protect its corporate interest.
On 28 December 2009, the shareholders belonging to the
Galland group signed a rider to the Collective Undertaking
for the Conservation of Shareholdings of 13 December 2003.
In particular, this rider provides for the extension of its term
until 31 December 2010 and its tacit renewal for one-year
periods with effect from this date.
6 – Board Members may be natural persons or legal entities.
Board Members who are legal entities must, when appointed,
designate a permanent representative who is subject to the
same conditions and obligations and who bears the same
responsibilities as if he was a Board Member in his own name,
all this without prejudice to the joint responsibility of the legal
entity that he represents.
When a legal entity Board Member terminates the appointment
of its permanent representative, this entity must immediately
notify the Company, by registered post, of its decision along
with the identity of its new permanent representative. Likewise
in the event of the death or resignation of the permanent
representative.
7 – In the event that one or more Board seats becomes vacant
due to death or resignation, the Board of Directors may,
between two General Meetings, make temporary appointments
in order to make up the required Board complement. These
appointments must be made within three months of the
vacancy arising when the number of Board Members falls
below the minimum stated in the Company’s Articles but is
not less than the legal minimum.
On 9 October 2013, the managers of the Le Bélier group
entered into an agreement conferring on Messrs Philippe
Dizier and Thierry Rivez various rights relating to the Le Bélier
shares referred to in point 2 above.
Any temporary appointments thus made by the Board are
subject to ratification by the next Ordinary General Meeting.
Even when not ratified, however, all deliberations and actions
taken remain valid.
7. Rules governing the appointment and replacement of Members
of the Board of Directors and amendment of the Company’s
Memorandum and Articles of Association [free translation
from the original French text]:
When the number of Board Members falls below the legal
minimum, the remaining Board Members must immediately
convene an Ordinary Meeting with a view to making up the
required Board complement.
ARTICLE 12 – Board of Directors
1 – Barring any statutory dispensations, the Company is
administered by a Board of Directors comprised of at least
three but no more than eighteen Members.
2 – During the Company’s life, the Directors are appointed or
re-elected by the Ordinary General Meeting. However, in the
event of a merger, they may be appointed by the Extraordinary
General Meeting ruling on the operation.
3 – Each Board Member must own, for his entire term of
office, at least one share in the Company.
4 – The Board Members are appointed for a period of six years.
These functions come to an end at the close of the Ordinary
General Meeting called to approve the financial statements
for the year just ended and held during the year in which
the term of office of the Board Member concerned expires.
Board Members are eligible for re-election. Their appointment
may be revoked at any time by the Ordinary General Meeting.
5 – No person can be appointed as a Board Member if, being
more than 75 years of age, his appointment would result in
more than one third of the Board Members exceeding this
30
age. If this proportion is breached, the oldest Board Member
is automatically deemed to resign at the close of the Ordinary
General Meeting called to approve the financial statements
for the year in which the breach occurs.
2014 ANNUAL REPORT
The Member appointed to replace another Member remains in
office only for the remainder of his predecessor’s term of office.
8 – Board Members who are natural persons cannot sit at the
same time on more than five boards of directors or supervisory
boards of limited liability companies whose head offices are
located in metropolitan France, other than the exceptions
provided for by the law.
9 – A Company employee can be appointed as a Board
Member only if his contract corresponds to effective
employment. He does not lose the benefit of this employment
contract. The number of Board Members linked to the
Company by an employment contract cannot exceed one
third of the Board Members in office.
8. Powers of the Board of Directors, particularly the issue and
redemption of shares: see section XXVI above entitled “Share
buyback programme”.
9. Agreements concluded by the Company that are modified
or terminated in the event of a change of control over the
Company, except when this disclosure, other than in the case
of a legal obligation of disclosure, would seriously undermine
its interests: not applicable.
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2014
MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014
10. Agreements providing for compensation to be paid to the
Members of the Board of Directors or Executive Board or
employees in the event that they resign or are made redundant
without due cause or if their employment is terminated as
a result of a takeover. Four individuals are concerned for a
total of €725,624. This amount notably concerns Mr Philippe
Dizier, whose employment contract has been suspended.
XXVIII – Statutory audit
We will now read the statutory auditors’ general report and their
special report on the agreements covered by Articles L.225-38
et seq. of the French Commercial Code.
We will submit for your approval the regulated agreements and
commitments approved by the Board of Directors during the year
ended 31 December 2014.
The statutory auditors’ report also mentions the agreements and
commitments approved by the General Meeting during prior years
and whose execution continued in 2014.
XXIX – Attendance fees
Lastly, you are required to approve the attendance fees allocated
to the Board of Directors for 2014.
We propose that you allocate the sum of €200,000 to the Members
of the Board.
We hereby inform you that, as per the Appointments and
Compensation Committee’s proposal, the Board’s policy in respect
of the split of attendance fees takes into account Members’ high
attendance rate at Board meetings as well as the duties and
responsibilities that are incumbent upon them, although without
containing a variable portion, as recommended by point 21.1 of
the AFEP-MEDEF Code.
XXX – Opinion on components
of the compensation due or
allocated in respect of the year
ended 31 December 2014 to
each of the Company’s director
corporate officers
In accordance with the recommendations of the AFEP-MEDEF
Code, as revised on 16 June 2013 (Article 24.3), a code to which
the Company refers pursuant to Article L.225-37 of the French
Commercial Code, the 10th to 12th resolutions aim to submit
to the opinion of the General Meeting the components of the
compensation due or allocated in respect of the year ended
31 December 2014 to each director corporate officer: Mr Philippe
Galland, Chairman of the Board of Directors, Mr Philippe Dizier,
Chief Executive Officer, and Mr Thierry Rivez, Chief Operating
Officer.
1
All these components are explained in detail in point X of this report.
XXXI – Agreements entered into
during the year ended
31 December 2014 between
the Chief Executive Officer,
the Chief Operating Officer,
one of the Board members
or one of the shareholders
holding more than 10% of the
voting rights, and companies
of which the Company owns,
directly or indirectly, more than
half of the share capital
None.
IN RESPECT OF THE EXTRAORDINARY GENERAL MEETING
XXXII – Authorisation to be given to
the Board of Directors for the
purpose of reducing the share
capital by cancelling shares
acquired in connection with
Article L.225-209 of the French
Commercial Code
Like each year, we request you to renew the authorisation enabling
the Board of Directors to cancel within the legal limit, on one or
more occasions, all or some of the treasury shares, representing
a maximum of 10% of the Company’s current capital per period
of twenty-four months, it being specified that this limit applies
to the amount of the Company’s share capital adjusted, where
applicable, to take into account operations affecting the share
capital subsequent to this General Meeting, and to reduce the
share capital accordingly, by imputing the difference between the
purchase price of the shares cancelled and their nominal value
to the available premiums and reserves.
This authorisation would be valid for a period of eighteen months
and would replace the authorisation of the same nature granted
by the Combined Ordinary and Extraordinary General Meeting
of 22 May 2014.
No shares were cancelled by the Board of Directors during the
year ended 31 December 2014.
2014 ANNUAL REPORT
31
1
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2014
MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014
XXXIII – Authorisations for the
issuance of capital securities
and debt securities
We remind you that the Company’s Board of Directors was
given delegated powers and was authorised, by the Combined
Ordinary and Extraordinary General Meeting of 23 May 2013,
for a period of 26 months, i.e. until 22 July 2015, to stage one
or more capital increases likely to be made by means of the
issuance by the Company of securities giving access to the capital
for a maximum nominal amount of €6,000,000 with or without
preferential subscription rights.
The Board of Directors did not make use of these delegated
powers and authorisations during the year ended 31 December
2014.
However, in order to enable the Company to put in place when the
time comes the financing that is vital for its continuing development,
your Board considers it appropriate to renew the delegated powers
and authorisations for capital increases previously voted by the
Combined Ordinary and Extraordinary General Meeting of 23 May
2013.
The purpose of the resolutions that are being put to you is to
endow the Board of Directors with a series of delegated powers
and authorisations enabling it, if applicable, to stage, on its decision
alone and on one or more occasions, in the proportions and at the
times of its choosing, various increases in the Company’s share
capital with or without preferential subscription rights.
Your Board may thus enjoy the greatest latitude to act in the
Company’s best interests, choose the issuance terms and
conditions that are most favourable for the Company and its
shareholders and carry out the operations quickly, depending
on the opportunities that may present themselves.
We propose that you give your Board of Directors the option to
issue shares in the Company, in all circumstances, both in France
and abroad, with the exception of preference shares, as well as
all securities of any sort whatsoever giving access, immediately
and/or over time, to the Company’s shares.
It is thus a matter of enabling the Company to issue, up to the cap
indicated below, all types of capital securities (including securities
giving access to the share capital) provided for by the law on
commercial companies.
The amount of the share capital increases likely to be staged
immediately and/or over time shall not exceed €6,000,000, i.e.
an unchanged overall cap compared with that granted by the
Combined Ordinary and Extraordinary General Meeting of 23 May
2013, an amount to which shall be added, where applicable, the
nominal amount of any additional shares to be issued to preserve,
in accordance with the law as well as any contractual stipulations
that may be applicable, the rights of the holders of securities
giving entitlement to shares (24th resolution).
These issues may either include or remove shareholders’
preferential subscription rights.
32
2014 ANNUAL REPORT
You are requested to approve removal of preferential subscription
rights so as to enable the Company to stage issues, on French
and/or international markets, either in connection with a private
placement (up to 20% of the share capital per annum) or in
connection with a public offering. Two separate resolutions (18th
and 19th resolutions) are thus being put to you in order to delegate
your powers to your Board to carry out such operations.
The amount of capital increases likely to be staged immediately
or over time under one or other of these two delegations shall
not exceed the aforementioned cap of €6,000,000.
We also request that you note that this delegation automatically
entails to the benefit of holders of securities giving access to
the capital, renunciation by shareholders to their preferential
subscription rights to shares or securities giving access to the
capital to which these securities give right.
However, we should highlight to you that, in all cases of issuance
without preferential subscription rights:
❯ your Board of Directors may give shareholders the option to
subscribe to the securities in priority for all or part of the issue;
❯ i) the issuance price of the ordinary shares shall be at least
equal to the minimum amount stipulated by the prevailing laws
and regulations at the time that this delegation is used, after
correcting this amount, if applicable, to take into account the
difference in dividend entitlement date; and ii) the issuance
price of other securities shall be such that the amount received
immediately by the Company, plus, if applicable, that likely to
be received at a later date by the Company is, for each ordinary
share issued as a result of the issuance of these securities, at
least equal to the amount indicated in paragraph “i)” above
after correcting this amount, if applicable, to take into account
the difference in dividend entitlement date.
To give the capital increase operations greater flexibility, we propose
that you delegate to your Board of Directors the option to increase
the number of shares to be issued in the event of an increase in the
Company’s share capital with or without preferential subscription
rights, under the statutory and regulatory conditions, with a subdelegation option under the conditions provided for by the law, if
the Board observes surplus subscription demand, notably with
a view to granting an over-allotment option in accordance with
market practices and up to the amount of the overall cap of
€6,000,000 mentioned above and at the same price as that used
for the initial issue (20th resolution).
We also propose that you delegate your powers to the Board
of Directors under a specific resolution (21st resolution) for the
purpose of issuing ordinary shares and/or any securities that
are capital securities giving access to the other capital securities
of the Company or giving entitlement to the allocation of debt
securities and/or securities, including debt securities, giving access
to the Company’s capital securities to be issued, with a view to
remunerating contributions in kind granted to the Company and
consisting of capital securities or securities giving access to the
capital, excluding a public exchange offering. The total nominal
amount of capital increases likely to be staged under this delegation
shall not exceed 10% of the share capital and shall be allocated
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2014
MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014
against the cap of €6,000,000 mentioned above that shall be
allocated against the overall cap also indicated above.
We also propose that you delegate to your Board the power to
increase the share capital by a maximum nominal amount of
€6,000,000 that shall be allocated against the overall cap indicated
above, with a view to remunerating contributions in kind granted
to the Company and consisting of capital securities or securities
giving access to the capital of another company, in the event of
a public exchange offering initiated by the Company.
In connection with these last two delegations (21 st and
22nd resolutions), we also request that you authorise the issuance of
debt securities giving access to the capital. The maximum nominal
amount of the debt securities giving access, either immediately
or over time, to the capital or other debt securities to be issued,
with or without preferential subscription rights, shall not exceed
an amount of €60,000,000, which shall be allocated against the
cap of €60,000,000 mentioned below.
We also propose that you authorise your Board of Directors, with
a sub-delegation option under the conditions provided for by the
law, in accordance with the provisions of Article L.225-136-1 of
the French Commercial Code, and for up to 10% of the share
capital per annum, to depart from the price setting conditions
stipulated by the resolutions submitted to you above and to set
the issuance price of the ordinary shares or securities giving
access to ordinary shares at an amount that cannot be less than
the weighted average price from the last three trading sessions
preceding its setting, less a possible maximum discount of 10%
(23rd resolution).
In this case, your Board must prepare an additional report certified
by the statutory auditors describing the definitive conditions of the
operation and providing an assessment of the effective impact
on the shareholder’s position.
Lastly, we propose that you delegate to the Board of Directors,
with a sub-delegation option under the conditions provided for by
the law, in accordance with the provisions of Article L.225-130 of
the French Commercial Code, the option to increase, on one or
more occasions, the share capital by a maximum nominal amount
of €6,000,000 that shall be allocated against the overall cap
indicated above, by incorporating into the capital all or some of
the reserves, profits, premiums or other sums whose capitalisation
is permitted, to be realised via the creation and free allocation of
capital securities or by increasing the nominal of existing capital
securities or by using a combination of these two procedures
(16th resolution).
Issuance of securities representing a claim
giving access to the capital
We also ask you to authorise the issuance of securities representing
claims giving access to the capital (17th, 18th, 19th, 21st and
22nd resolutions).
We propose that you set the maximum nominal amount of the
securities representing a claim giving access, immediately or
over time, to the Company’s capital, with or without preferential
subscription rights, at an overall cap of €60,000,000 (17 th
resolution).
XXXIV – Delegation of powers with
a view to increasing the share
capital in favour of employees
We remind you that pursuant to the provisions of Article L.225-129-6
of the French Commercial Code, when the Extraordinary General
Meeting delegates its powers to stage a capital increase in
accordance with Article L.225-129-2 of said Code, it must
deliberate on a draft resolution providing for a capital increase
reserved for employees of the Company and of French or foreign
companies that are related to it under the conditions set out in
Article L.225-180 of the French Commercial Code and under
the conditions stipulated in Articles L.3332-18 to L.3332-24 of
the French Labour Code.
1
We therefore propose that you delegate to the Board of Directors the
power, in accordance with the provisions of Articles L.225-129-2,
L.225-129-6 and L.225-138-1 of the French Commercial Code, to
stage, on one or more occasions, under the conditions stipulated
in Articles L.3332-18 to L.3332-24 of the French Labour Code,
a capital increase in cash for a maximum nominal amount of
€100,000 reserved for employees of the Company who are
members of the company savings plan (25th resolution).
This delegation of power would be granted for a period of
twenty-six months with effect from the meeting’s decision.
The subscription price of the shares shall be set in accordance
with the provisions of Articles L.3332-18 to L.3332-24 of the
French Labour Code.
Lastly, if you vote in favour of this delegation of power, you will
also be required to give full powers to your Board of Directors,
with a sub-delegation option under the statutory conditions, to
carry out the physical operations facilitating the staging of the
aforementioned capital increase.
However, we would like to inform you that while your Board is
submitting this resolution to you pursuant to the legal provisions,
it does not consider such a delegation opportune.
XXXV – Proposed amendments
to the statutes
We will also propose that you harmonise your Company’s
Memorandum and Articles of Association with the new statutory
and regulatory provisions:
❯ pursuant to decree no. 2014-1063 of 18 September 2014 on
the simplification of certain accounting obligations applicable
to trading companies and various company law measures, we
propose that you remove the reference, appearing in Article 17
paragraph 3 of the Memorandum and Articles of Association,
to the communication to members of the Board of Directors
and to the statutory auditors of the list and the purpose of the
agreements concerning day-to-day operations that are entered
into under normal conditions (Art. R.225-32 and R.225-59 of
the French Commercial Code repealed);
❯ pursuant to ordinance no. 2014-863 of 31 July 2014 on
company law, we propose that you update Article 17 of the
Memorandum and Articles of Association so as to take into
2014 ANNUAL REPORT
33
1
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2014
MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014
account the changes made concerning regulated agreements
(in particular exclusion of certain agreements from the scope
of regulated agreements);
❯ pursuant to decree no. 2014-1466 of 8 December 2014 that
amends the cut-off time for establishing the list of shareholders
to 00.00 Paris time on the second business day preceding the
General Meeting, instead of the third business day, as well as,
for shareholders having requested inclusion on the agenda of
34
2014 ANNUAL REPORT
an issue or a draft resolution, the procedures for proving their
shareholder status prior to the meeting, we propose that you
incorporate these changes into Article 20 of the Memorandum
and Articles of Association.
We hope that you will support the foregoing and that you will vote
in favour of the resolutions submitted for your approval.
The Board of Directors
2014 report
on Corporate
Social
Responsibility
(CSR)
1.
REPORTING SCOPE
36
2
4.
SOCIAL INFORMATION
4.1.
Territorial, economic and social impact
of the Company’s business
Relations with individuals and organisations with
an interest in the Group’s business
Subcontracting and suppliers
Fair practices
Rights of man
2.
ENVIRONMENTAL INFORMATION
36
4.2.
2.1.
2.2.
2.3.
2.4.
2.5.
General policy on environmental matters
Pollution and waste management
Sustainable utilisation of resources
Climate change
Protection of biodiversity
36
37
37
38
39
4.3.
4.4.
4.5.
3.
STAFF-RELATED INFORMATION
39
3.1.
3.2.
3.3.
3.4.
3.5.
3.6.
3.7.
Employment
Organisation of work
Staff relations
Health and safety
Training
Diversity and equal opportunities/equal treatment
Promotion of and compliance with the provisions
of the ilo’s core conventions on:
39
40
41
41
42
42
43
43
43
44
44
44
43
2014 ANNUAL REPORT
35
2
2014 REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR)
REPORTING SCOPE
1.
REPORTING SCOPE
LB
Holding
company
France
FAB
LBD
LBH
BSM
LBK
LBQ
BQM
Foundry
Foundry
Foundry
Machining
Foundry
Foundry
Machining
France
China
Hungary
Hungary
Serbia
Mexico
Mexico
In 2014, the Group acquired three new operating subsidiaries
(two in China and one in Hungary). As these subsidiaries do not
use the same reporting standard as the Group, for 2014 it is not
possible to include them in quantifiable items within the CSR report.
2.
ENVIRONMENTAL INFORMATION
2.1.
GENERAL POLICY ON ENVIRONMENTAL MATTERS
Organisation adopted by the Company
to take into account environmental
issues and, where applicable,
environmental measurement
and certification procedures
Since 2007, conscious of its responsibilities towards the
environment and future generations, the Group has selected
respect for the environment as one of its fundamental values:
the environmental policy, dated 16 March 2007, has been rolled
out in all sites, thereby requiring each site to prevent pollution,
comply with the regulations and put in place all means needed
to conserve the environment.
Furthermore, it was decided to implement an Environmental
Management System in each subsidiary, in accordance with
ISO 14001. Four of our sites are already ISO 14001 certified
and one further certification is expected this year.
An environmental manager has been appointed at each site, as
well as at the level of the holding company.
Monthly reports are compiled, mainly covering waste management,
regulatory compliance and all major environmental events.
Staff training and awareness initiatives
on protection of the environment
Staff training and awareness initiatives are conducted in each site,
particularly in connection with the environmental management
system, e.g. the sorting of wastes and energy savings, and, in
particular, the sharing between subsidiaries of experience and good
practices on energy efficiency (via meetings of the Energy Club).
36
However, the typology of these subsidiaries’ production processes
and products is identical to that of the Group’s existing subsidiaries.
As such, their gradual integration in 2015 will not fundamentally
alter our report as a whole in either qualitative or quantitative terms.
2014 ANNUAL REPORT
Means devoted to the prevention
of environmental risks and pollution
The Group strives to allocate the human and financial resources
needed to prevent pollution and environmental risks.
At each site, an environmental manager oversees conservation of
the environment. Where necessary, he is supported by the Group
environmental manager, who is tasked notably with benchmarking
between the various plants.
Each year, financial resources are allocated to each site for
dealing with environmental issues. In 2014, such expenditure
mainly concerned: the replacement of CFC-based air conditioners,
improvements in the treatment and removal of waste water, and
refurbishment of spaces and warehouses for the storage of
hazardous products.
Amount of provisions and guarantees
for environmental risks, where this
information is unlikely to cause
serious prejudice to the Company in
connection with an existing dispute
There were no provisions for environmental risks at either
31 December 2013 or 31 December 2014.
2014 REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR)
ENVIRONMENTAL INFORMATION
2.2.
POLLUTION AND WASTE MANAGEMENT
Measures for the prevention, reduction
and rectification of discharges into
the air, water and soil causing serious
harm to the environment
seeks to reduce its waste generation at source and performs
selective sorting at its plants. In selecting the disposal methods
to be used, priority is given to those that facilitate reuse and
recycling, e.g. in the case of aluminium waste (slags and chips),
cardboard, pallets, glass, etc.
Each site endeavours to prevent and reduce any impacts on
the environment: storage of dangerous products and hazardous
wastes is managed in accordance with each country’s regulatory
requirements. Industrial wastewater is either treated in-house or
stored and treated by specialised external companies.
Aluminium waste (slags and chips) totalled 6,167 tonnes and
was 100% recycled.
Atmospheric emissions are managed in accordance with each
country’s regulatory requirements.
The aluminium used as a raw material is clean: it is not mixed with
any organic matter (oil or grease), thereby considerably reducing
the likelihood of creating polluting discharges during the smelting
process. Our machining chips are not melted down in-house,
instead they are sold to external service providers to recover the
raw material. Shot-blasting and sandblasting stations are fitted
with suction and dust collection systems. The melting furnaces,
sand thermal regeneration equipment and boilers are fitted with
chimneys that channel and diffuse gaseous emissions.
For all new buildings and plant, the impact on the environment
is taken into account upfront in the design phase.
Sites producing parts with cores reclaim their sand internally using
sand thermal regeneration equipment, thus limiting the quantity
of sand waste disposed of in regulated landfills. Manufacturing
scrap is subject to materials recycling during smelting.
2
Consideration given to noise pollution
and all other forms of pollution specific
to an activity
Noise levels are measured at each site in accordance with the
regulations applicable in each country. In the last four years, no
complaints were recorded in respect of any of the Group’s plants.
Nevertheless, action plans have been implemented to reduce
noise levels at our sites, with an emphasis on holding talks with
residents and local authorities.
Furthermore, the noise impact of any new sites or equipment is
taken into account upfront in the design phase.
Measures for the prevention, recycling
and disposal of waste
Waste is managed, disposed of and monitored in accordance
with the regulations prevailing in each country. Each subsidiary
2.3.
SUSTAINABLE UTILISATION OF RESOURCES
Water consumption and water supply according to local constraints
The processes used at our industrial sites consume very little water.
The main uses are: cooling of parts after casting, preparation of
oil emulsions (soluble cutting oils) and die coating, washing of
machined parts, removal of excess penetrant liquid from parts,
heat treatment baskets and floor cleaning.
I
Steps are systematically taken to reduce water consumption by
favouring closed loops: cooling of moulds and parts, with use of
cooling units that comply with the regulations.
Water consumption is monitored on a monthly basis, allowing
trends to be measured and any leaks detected.
WATER CONSUMPTION BY ACTIVITY
Foundry sites
2012
2013
2014
Machining sites
(in m3/t)
(in m3/1,000 parts)
2.35
2.23
1.94
1.80
1.69
1.63
2014 ANNUAL REPORT
37
2
2014 REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR)
ENVIRONMENTAL INFORMATION
Consumption of raw materials
and measures taken to improve
the efficiency of their usage
The raw material used is aluminium, whose consumption is tracked
on a monthly basis.
The industrial processes are improved day-by-day in order to:
❯ reduce the scrap percentage;
❯ reduce the melting loss (= loss of mass due to the smelting of
a material + aluminium waste); and
❯ optimise the production yield (= quantity of raw materials needed
to obtain 1,000kg of end product) without impacting the quality
of the products delivered to the customer.
Energy consumption, measures taken
to improve energy efficiency and use
of renewable energies
They use electricity to keep the aluminium molten in the smelters,
for heat treatment of parts, for the production of compressed
air and for equipment used for machining and washing parts.
Each site is responsible for detailed monitoring of gas and electricity
consumption for all its installations and compiles a monthly report,
which is distributed and discussed at a monthly meeting with
the Group.
An Energy Club, bringing together all the energy managers for
the various sites, was set up in 2011. It meets at least twice a
year to undertake a comprehensive review of the results and
actions, and also to facilitate the sharing and mainstreaming of
best practices within the Group.
At Group level, the series of actions taken has facilitated a reduction
of more than 6% in the energy consumption ratio per ton produced
since 2010.
The production sites use gas (natural gas in Europe and Mexico,
propane in China) mainly for smelting aluminium and heating
moulds.
I
ENERGY CONSUMPTION BY ACTIVITY
2010
2011
2012
2013
2014
Foundry sites
Machining sites
(in kWh/T)
(in kWh/1,000 parts)
5,839
5,442
5,170
5,125
5,434
3,229
2,104
2,175
2,183
2,143
Land use
The Group’s plants have a limited impact on land use. Also, for each new construction, the site’s impact on land use is taken into account.
2.4.
CLIMATE CHANGE
Greenhouse gas emissions
Although Le Bélier is not subject to any reporting obligations on
greenhouse gas emissions (its combustion units being below
the relevant thresholds), the Group continues to make efforts to
limit its impacts.
The Group’s direct emissions relating to the consumption of gas
and propane totalled 49,075t of CO2e, including 7,229t of CO2e
due to the combustion of propane.
Indirect emissions relating to the consumption of electricity by
the plants came to 47,147t of CO2e.
The Group’s total direct and indirect emissions thus reached
96,223t of CO2e.
Parts manufactured on any given continent are virtually all destined
for the local market, thereby limiting emissions caused by transport.
38
2014 ANNUAL REPORT
Business trips are limited, preference being given to the use of
videoconferencing.
In the area of product design, Le Bélier looks for solutions involving
the production of lighter parts for its automotive and aerospace
customers, thereby helping to reduce fuel consumption and CO2
emissions.
The Group does not have a transport fleet as it subcontracts
this activity.
Adaptation to the consequences
of climate change
The Group and its subsidiaries are not present in regions at risk
from potential climate change (desert regions, areas close to sea
level, island locations).
2014 REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR)
STAFF-RELATED INFORMATION
2.5.
PROTECTION OF BIODIVERSITY
Measures taken to develop biodiversity
Land that is available or which is not intended for industrial use has been landscaped as green areas.
3.
STAFF-RELATED INFORMATION
3.1.
EMPLOYMENT
Total headcount and breakdown of
employees by gender, age and region
The Group employed a total of 2,716 staff at 31 December 2014.
This information, which is available for each of our subsidiaries, is
tracked on a daily basis. The number of employees is also tracked
by length of service and, on a monthly basis, by category, i.e.
direct labour/indirect labour/structural.
Having access to this information enables the Group to anticipate
staff replacement needs due to natural ageing, an imbalance
in terms of the male/female split, and staff welfare measures,
notably for seniors.
2
AGE PYRAMID FOR LE BELIER GROUP EMPLOYEES AT 31 DECEMBER 2014 (M/F)
NUMBER
80
70
60
50
40
30
20
10
0
-10
-20
-30
-40
-50
-60
-70
68
66
64
62
60
58
56
54
52
50
48
46
44
42
40
38
36
34
32
30
28
26
24
22
20
18
-80
GENDER
F
M
-80
-70
-60
-50
-40
-30
-20
-10
0
10
20
30
40
50
60
70
2014 ANNUAL REPORT
80
39
2
2014 REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR)
STAFF-RELATED INFORMATION
GEOGRAPHIC ANALYSIS OF EMPLOYEES AT 31 DECEMBER 2014
21%
11%
ASIA
FRANCE
15%
NORTH
AMERICA
64%
39%
EUROPE
HUNGRY
14%
SERBIA
Hiring and dismissals
Hiring of new staff as well as any dismissals or redundancies
of members of Group management staff is managed under the
control of HR/Group. The Group ensures compliance with all legal
2014
Additions
Departures
NET CHANGE
LB
France
14
11
3
FAB
France
3
17
-14
LBD
China
84
79
5
procedures and applicable regulations in such matters. For other
staff categories, each subsidiary is responsible for hiring new staff
and any dismissals and redundancies under the signature of the
appointed Director or Head of Human Resources.
LBH
Hungary
116
53
63
For LBK, due to fluctuations in the workload during the year, we
made significant use of fixed-term contracts. For LBQ, the intense
economic activity in the Querétaro region is creating significant
staff turnover due to fierce competition in the local recruitment
market used by the industrial companies.
The percentage of dismissals is in the region of 5% of our
headcount.
BSM
Hungary
126
60
66
LBK
Serbia
323
244
79
LBQ
Mexico
334
294
40
BQM
Mexico
74
62
12
TOTAL
1,074
820
254
The amount of wages and salaries and social security charges
recognised in 2014 is disclosed in the note to the consolidated
financial statements entitled “Staff costs and number of employees
of consolidated companies” included in the reference document.
Given the wide range of countries in which we operate, no relevant
conclusions can be drawn from a comparison of average salaries
by country.
Compensation levels are determined by two factors:
Compensation
Compensation levels for Group employees comply with the
appropriate legal and collective bargaining constraints for the
relevant position. All wages and salaries (correlated to the number
of working hours) are formalised by means of a contract. In each
subsidiary, for a given skill level, all employees of this same skill
level receive a level of compensation above the minimum set by
the relevant collective bargaining or internal provisions.
3.2.
❯ collective bargaining increases (by position), being the result
of the annual wage negotiations with the trade unions within
each subsidiary (excluding China);
❯ individual increases (by position) resulting from budgets allocated
for this purpose and managers’ decisions regarding their
individual staff members. Any such increases are based on
the results of the individual annual review conducted by each
manager and overseen by their line managers.
ORGANISATION OF WORK
Organisation of working time
This is dependent on the legal and regulatory constraints applicable
in the countries in which our plants are located. The nature of our
foundry activities (round-the-clock production) implies the use
of shifts consisting of 3x8, 2x8, weekend and daytime working.
40
2014 ANNUAL REPORT
In the subsidiaries, the statutory working week comprises 35 hours
in France, 40 hours in Hungary, Serbia and China and 48 hours in
Mexico: these working hours are organised into shifts consisting
of 3x8, 2x8, weekend and daytime working.
2014 REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR)
STAFF-RELATED INFORMATION
Paid leave (for which the statutory number of days varies between
6 and 14 days in Mexico depending on length of service, 20 and
30 days in Hungary depending on age, 20 days in Serbia, 30 days
in France and between 5 and 15 days in China depending on
length of service) is specific to each industrial site and may vary
due to local cultural and/or religious practices that are taken
into account.
I
Absenteeism is a key staff indicator, significant from the perspective
of both the policy for the promotion of employee health and
safety and motivation levels. In particular, we monitor “level 2”
absenteeism, which excludes level 1 absenteeism for long-term
leave and absences (i.e. after the third month of absence).
LEVEL 2 ABSENTEEISM RATES, BY SUBSIDIARY, IN 2014
% Level 2 hours
of absence *
2014
*
Absenteeism
LBK
Serbia
1.7%
LBD
China
1.2%
FAB
France
3.6%
LBH
Hungary
2.0%
BSM
Hungary
1.6%
LBQ
Mexico
2.8%
BQM
Mexico
1.9%
Group average
(excl. LB)
2.0%
Level 2 hours of absence/(regular hours worked + additional hours + level 1 & 2 hours of absence).
LB being a non-productive holding company, the absenteeism rate has no impact on the Group’s industrial organisation.
3.3.
STAFF RELATIONS
Organisation of staff dialogue,
notably the procedures for informing
and consulting employees and staff
negotiations
Staff dialogue has always been encouraged in all our subsidiaries.
In France, the various staff representative bodies have been in place
for quite some time: Works Council (at the level of the Economic and
Social Unit represented by the Vérac site), Staff Representatives,
Health, Safety and Working Conditions Committee, in accordance
with French statutory obligations; in addition to which, staff are
represented (as per the legal requirements) on the Boards of
Directors of French limited liability companies (sociétés anonymes).
Also, trade union branches of CGT, CFDT and CGC/CFE are
present and in operation, with appointed trade union delegates
3.4.
2
and/or representatives who constitute Management’s legitimate
interlocutors during the mandatory annual negotiations.
In our foreign subsidiaries, the trade unions are represented (except
in China) and participate in the annual negotiations on salaries
and benefits of a collective nature. Although not mandatory under
local law in Hungary, there is a staff representation body along the
lines of a Works Council, which manages a budget for collective
staff welfare measures.
Collective bargaining agreements
Each year, the Group signs between six and ten collective
bargaining agreements, i.e. generally one per subsidiary and
several in France, depending on the circumstances, covering
salaries and benefits as well as measures concerning seniors,
collective incentive schemes and company savings schemes.
HEALTH AND SAFETY
Health and safety in the workplace
Staff safety is a major work focus for the Group. It has been
incorporated into our Group’s Values and has been significantly
developed since the end of 2011.
The very nature of our activities, which are exercised in a hot, noisy
and potentially dusty environment, calls for constant improvement
in working conditions, especially for our foundry workers. Medical
supervision, with the intervention of a specific occupational health
practitioner, is provided in accordance with the obligations and
procedures specific to each country.
Throughout the Group, wearing of personal protective equipment
(PPE) is mandatory and subject to distribution procedures; failure
to comply with these basic safety precautions may be penalised.
With regard to occupational illness, repetition of certain tasks may
result in conditions classified in France as MSDs (musculoskeletal
disorders). The installation of automated systems and processes
has mitigated these risks.
For example, in France, dye penetrant automation and sawing
automation for certain equipment, helps reduce these risks.
Similarly, for example, in our Serbian subsidiary, the automation
of certain processes has replaced manual work.
Agreements signed with trade unions
and staff representative bodies
on health and safety in the workplace
Our Group has no such agreements in place.
2014 ANNUAL REPORT
41
2
2014 REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR)
STAFF-RELATED INFORMATION
index for our industrial accidents at Group level by 11% compared
with 2013 and 81% compared with 2011.
Industrial accidents, notably
their frequency and severity,
and occupational illnesses
Since the end of 2011, a work focus specific to industrial accidents
has been put in place, including establishment of a Safety Club
to share experience and good practices on this topic. This work
focus is accompanied by an objective to reduce the frequency
I
The frequency index is defined by the following formula: (number
of accidents with downtime > 24h) x 1,000/available staff. This
index is tracked on a monthly basis and is compared with that
for the Light metals casting industry, which, at end-2013, stood
at 47.8 in France.
FREQUENCY INDEX FOR INDUSTRIAL ACCIDENTS, BY SUBSIDIARY, IN 2014
LBK
Serbia
1.9
2014
LBD
China
14.8
FAB
France
12.3
LBH
Hungary
10.3
BSM
Hungary
2.1
LBQ
Mexico
19.3
BQM
Mexico
14.1
Group average
(excl. LB)
9.2
The severity rate is not tracked in all countries (only for the French subsidiary FAB, for which it stands at 0.36); our main objective being
to target zero accidents (i.e. a frequency objective), via a high-priority safety policy, managed at Group level.
3.5.
TRAINING
Training policies implemented
These policies are aimed at improving employees’ professional
technical skills (adaptation to the position held) and allowing
them to gain new skills, especially in the managerial field to allow
employees to progress onto other responsibilities.
3.6.
In 2014, training budgets represented 1.4% of gross payroll (i.e.
the equivalent of 18,703 hours of training).
DIVERSITY AND EQUAL OPPORTUNITIES/EQUAL TREATMENT
Policy implemented and measures
taken to promote equality between
men and women
In France, each year (in connection with the Mandatory Annual
Negotiations), the situation between men and women in terms
of pay and position is examined. Lessons are drawn from this
analysis.
Within our Group, there are no practices that discriminate between
men and women, either at the time of hiring or during their careers,
and no legal action has ever been brought against the Group on
this matter. Women represent around 1/3 of the Group’s total
workforce. With regard to the in-house training provided, women
are treated the same as men.
Policy implemented and measures
taken to promote employment
and integration of the disabled
Our plant in France has always employed the disabled, some of
whom have severe disabilities. The quotas imposed by French
legislation are met at this plant.
42
In France, from a policy perspective, “language” and “office
automation” training fall within the scope of Individual Training
Rights (Droit Individuel à la Formation – DIF).
2014 ANNUAL REPORT
At our head office, we do not meet the imposed quotas but we
obtain office supplies and other small items from Work Centres
for the Disabled. We also turn to these same Work Centres for
services at our industrial site (“maintenance” work) and/or, on an
outsourced basis, other services (“packaging” work).
Policy implemented and measures
taken to promote the fight against
discrimination
For recruitment in France, we work with specialist firms, from
whom we request assurances that their selection practices
comply with anti-discrimination laws. These firms provide us with
evidence of their practices and/or their declaration of adherence
to corresponding codes of ethics. With regard to this topic in our
subsidiaries, the Heads of Human Resources are invited to adopt
the same practices, by written instruction from the Company/
Group Director of Human Resources & Development.
2014 REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR)
SOCIAL INFORMATION
3.7.
PROMOTION OF AND COMPLIANCE WITH THE PROVISIONS
OF THE ILO’S CORE CONVENTIONS ON:
Respect for freedom of association
and the right to collective bargaining
The abolition of forced or compulsory
labour
We comply with the laws of each country: our practices and
results reflect our respect for freedom of association and the
right to collective bargaining.
All our employees have an employment contract that they have
signed.
The elimination of discrimination
regarding employment and occupation
One of our Group’s Values (DIALOGUE) recognises as fundamental
“the sharing of ideas and knowledge in the common interest and
respect for differences”. This last aspect is taken into account
in particular in the timing of public holidays and leave periods
at each of our subsidiaries (e.g.: Orthodox Christmas in Serbia,
Chinese New Year, etc.).
The effective abolition of child labour
All employees in all our subsidiaries have reached majority age,
except for those individuals who, being on an apprenticeship
contract, cannot have done so. In such cases, parents exercising
parental authority are joint signatories of the employment contract.
4.
SOCIAL INFORMATION
4.1.
TERRITORIAL, ECONOMIC AND SOCIAL IMPACT OF THE COMPANY’S
BUSINESS
2
Development of our activities benefits, above all, employment of the local population, which provides our manual workers and a large
proportion of our technicians.
We make use of near-sourcing in various fields: mechanical engineering, local services, temporary staffing, etc.
4.2.
RELATIONS WITH INDIVIDUALS AND ORGANISATIONS WITH AN INTEREST
IN THE GROUP’S BUSINESS
Conditions for dialogue with these
individuals and organisations
The parties concerned here are customers, suppliers, shareholders
and local authorities.
The conditions for dialogue with the social partners are elaborated
below.
Customers
We seek out solutions to lighten our products and reduce CO2
emissions for our customers, which can be achieved at the price
and quality levels required.
Suppliers
We seek to establish lasting relationships with our suppliers. We
endeavour to develop long-term relationships by having them
work on the quality of their offerings. This approach enables us to
achieve a supplier performance that enhances our competiveness
and growth.
Shareholders
Via our quarterly press releases and six-monthly information
meetings, as well as our reference document, we endeavour to
deliver reliable and up-to-date information.
Our customers are satisfied with our overall offering, as evidenced
by the order levels achieved in recent years.
2014 ANNUAL REPORT
43
2
2014 REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR)
SOCIAL INFORMATION
Local authorities
Partnership and patronage initiatives
For all our locations, we apply the laws of the country in question,
and, whenever necessary, we communicate with the local
authorities in place.
We have no specific policy on this matter.
4.3.
SUBCONTRACTING AND SUPPLIERS
Consideration given to social
and environmental issues
in the Company’s purchasing policy
The Group’s purchasing policy is not directly covered by a
framework of social and environmental standards.
Nevertheless, several key principles and specific initiatives
effectively help limit the environmental footprint of the Group’s
purchases:
a. Bulk purchasing
Each Group company deploys an action plan aimed at local
bulk purchasing.
The objective, soon met, is to limit sourcing to three suppliers
for each category of purchases (electrical, mechanical and
hydraulic parts, production consumables, chemicals, fluids, etc.).
One of the key consequences of this bulk sourcing initiative is
that it reduces road transport flows.
Tracking is carried out on the basis of six-monthly purchasing
statistics.
Again with a view to reducing road transport, wherever possible,
we favour delivery of heavy goods by means of transport other
than road freight.
b. “Recycled aluminium”
We increased our supplies of recycled aluminium in 2014 by
using crushed parts from car recycling.
4.4.
The Group’s IT policy also helps limit the environmental footprint:
The management software SAP is managed by a service
provider that has recently created so-called green IT server
rooms near Bordeaux in which the cooling is confined to servers
alone using the latest techniques.
Several applications that are fundamental to the Group’s
operation (financial management, document management,
management of technical data, e-mail system, etc.) are
shared and are installed on a single, secure basis: remote
user connections are established via a secure virtual private
network (VPN).
This arrangement substantially reduces the number of servers
as well as the associated energy costs.
The importance of subcontracting and
consideration given in relations with
suppliers and subcontractors to their
social and environmental responsibility
Criteria pertaining to the safety of goods and individuals are
incorporated into the buying processes. Some 18 procedures
and documents have been compiled and are deployed at all the
Group’s plants as part of the internal plan known as Suppliers
Safety Management.
Effective implementation is checked via monthly tracking.
FAIR PRACTICES
Anti-corruption measures
❯ To prevent corruption, one of our solutions is to give our
managers legal responsibility. In addition, since 2011, we
have put in place an internal control structure with a dedicated
resource for this purpose.
4.5.
c. Sharing of IT applications
Measures taken to promote consumer
health and safety
❯ Consumer health: not applicable;
❯ Consumer safety: our quality control system and our participation
in the design and joint-design of products with customers
minimises the quality risk in respect of our products.
RIGHTS OF MAN
Initiatives taken to promote the rights of man
We have no specific policy on this matter.
44
2014 ANNUAL REPORT
Consolidated
financial
statements
and notes for
the year ended
31 December
2014
3
CONSOLIDATED INCOME STATEMENT IFRS 46
CONSOLIDATED CASH FLOW STATEMENT
49
STATEMENT OF COMPREHENSIVE INCOME 46
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE YEAR
ENDED 31 DECEMBER 2014
50
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION, IFRS
47
STATEMENT OF CHANGES
IN CONSOLIDATED SHAREHOLDERS’
EQUITY, IFRS
48
2014 ANNUAL REPORT
45
3
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED INCOME STATEMENT IFRS
I
CONSOLIDATED INCOME STATEMENT IFRS
In thousands of euros
Revenue
Other operating income
Income from ordinary activities
Purchases consumed
Staff costs
External charges
Taxes and duties other than corporation tax
Net charge for depreciation, amortisation and impairment
of non-current assets
Net charge to provisions
Change in inventory of work-in-progress and finished goods
Other current operating income and expenses
Current operating income
Other operating income and expenses
Operating profit
Income from cash and cash equivalents
Interest expense
Net finance costs
Other financial income and expense
Income before tax
Corporation tax
Net income from continuing operations
Net income from discontinued operations
NET INCOME FOR THE YEAR
Group share
Non-controlling interests
Earnings per share (in euros)
Diluted earnings per share (in euros)
I
Notes
3.1.1; 4.1.
3.1.2
3.1.3
3.1.5
3.1.6
3.1.7
3.1.8
3.1.8
3.1.8
3.1.9
3.1.10
3.1.10
31/12/2013 (12 months)
236,258
653
236,911
(118,065)
(41,893)
(44,178)
(2,712)
(11,096)
100
2,400
(302)
25,073
(987)
24,086
301
(1,971)
(1,670)
(564)
21,852
(5,081)
16,771
(11,391)
41
2,306
(448)
20,571
451
21,022
374
(1,688)
(1,314)
(251)
19,457
(3,769)
15,688
16,771
16,771
15,688
15,688
2.76
2.70
2.54
2.54
31/12/2014 (12 months)
16,771
(564)
(564)
(564)
(729)
0
0
0
(729)
(1,293)
15,478
15,478
0
31/12/2013 (12 months)
15,688
241
241
241
(1,312)
0
0
0
(1,312)
(1,071)
14,617
14,617
0
STATEMENT OF COMPREHENSIVE INCOME
In thousands of euros
NET INCOME FOR THE YEAR
Actuarial gains and losses on employee benefits
of which, income/(charges) borne in equity
Sub-total of items that cannot be recycled in the income statement, net of tax
Gains and losses arising from translation of the financial statements
Hedges of future cash flows
of which, income/(charges) borne in equity
of which, income/(charges) transferred to profit or loss for the period
Sub-total of items that can be recycled in the income statement
Sub-total of net income/(charges) recognised directly in equity
COMPREHENSIVE INCOME
Group share
Non-controlling interests
46
31/12/2014 (12 months)
258,749
1,044
259,793
(125,689)
(48,453)
(48,829)
(2,851)
2014 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF FINANCIAL POSITION, IFRS
I
CONSOLIDATED STATEMENT OF FINANCIAL POSITION, IFRS
ASSETS
In thousands of euros
NON-CURRENT ASSETS
Goodwill
Other intangible assets
Property, plant and equipment
of which, land
of which, buildings
of which, industrial equipment
of which, other property, plant and equipment
Investment property
Equity interests
Available-for-sale securities
Other non-current financial assets
Deferred tax assets
CURRENT ASSETS
Inventories
Trade receivables
Other current assets
Current tax assets
Cash and cash equivalents
Financial instruments
Assets slated for disposal
Notes
31/12/2014
31/12/2013
3.2.1 to 3.2.3; 3.2.5
3.2.1 to 3.2.3; 3.2.5
3.2.1 to 3.2.3; 3.2.5
14,383
3,229
83,879
3,509
21,269
40,556
18,545
0
0
0
318
1,986
103,795
550
1,520
59,567
3,142
16,681
31,709
8,035
0
0
0
258
1,423
63,318
28,605
51,827
9,125
1,402
39,350
0
0
130,309
234,104
22,760
40,753
8,934
1,308
44,231
0
0
117,986
181,304
31/12/2014
31/12/2013
10,005
9,826
67,086
(12,023)
16,771
10,005
9,826
55,344
(11,294)
15,688
91,665
79,569
3.2.12
3.2.13
3.2.14; 3.2.15
3.2.16
47,880
1,162
3,124
2,284
54,450
30,118
1,411
2,407
555
34,491
3.2.12
3.2.12
3.2.14
13,221
17,429
279
0
41,220
15,840
8,952
13,553
389
0
30,516
13,834
87,989
234,104
67,244
181,304
3.2.13
3.2.5; 3.2.6
3.2.5; 3.2.7
3.2.5; 3.2.8
3.2.8
3.2.9
3.2.10
TOTAL ASSETS
3
SHAREHOLDERS’ EQUITY AND LIABILITIES
In thousands of euros
SHAREHOLDERS’ EQUITY
Share capital
Additional paid-in capital
Reserves
Translation adjustments
Net income for the year
Non-controlling interests
NON-CURRENT LIABILITIES
Long-term borrowings
Deferred tax liabilities
Non-current provisions
Other non-current liabilities
CURRENT LIABILITIES
Short-term borrowings
Current portion of long-term borrowings
Current provisions
Financial instruments
Trade payables
Other current liabilities
Liabilities relating to assets slated for disposal
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES
3.2.11
3.2.17
2014 ANNUAL REPORT
47
3
CONSOLIDATED FINANCIAL STATEMENTS
STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY, IFRS
I
STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY, IFRS
In thousands of euros
SHAREHOLDERS’ EQUITY
AT 31/12/2012
2013 net income
Actuarial gains and losses
on employee benefits
Gains and losses arising
from translation of the financial
statements
2013 comprehensive income
Dividends paid
Share buybacks
Performance share plan
SHAREHOLDERS’ EQUITY
AT 31/12/2013
2014 net income
Actuarial gains and losses
on employee benefits
Gains and losses arising
from translation of the financial
statements
2014 comprehensive income
Dividends paid
Share buybacks
Performance share plan
SHAREHOLDERS’ EQUITY
AT 31/12/2014
48
2014 ANNUAL REPORT
Share
capital
Additional
paid-in
capital
Consolidated
reserves and
net income
10,005
9,826
56,363
15,688
0
0
15,688
(949)
(189)
812
10,005
9,826
71,725
16,771
0
0
16,771
(2,101)
(2,593)
1,312
10,005
9,826
85,114
Translation
reserves
Other
income and
expenses
recognised
directly in
equity
(9,982)
Group
share of
equity
Noncontrolling
interests
(934)
65,278
15,688
0
241
241
(1,312)
(1,312)
241
(11,294)
(693)
79,569
16,771
(564)
(564)
(729)
(729)
(564)
(12,023)
(1,257)
(1,312)
14,617
(949)
(189)
812
(729)
15,478
(2,101)
(2,593)
1,312
91,665
Total
65,278
15,688
241
0
0
(1,312)
14,617
(949)
(189)
812
79,569
16,771
(564)
0
0
(729)
15,478
(2,101)
(2,593)
1,312
91,665
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED CASH FLOW STATEMENT
I
CONSOLIDATED CASH FLOW STATEMENT
In thousands of euros
CASH FLOW FROM OPERATING ACTIVITIES
Net income for the year
Non-cash items:
Depreciation, amortisation and provisions
Cost of performance share plan not disbursed
Unrealised exchange gains and losses arising from changes in
fair value of financial instruments and exchange rate movements
Change in deferred taxes
Reversal of investment grants
Gains and losses on disposal of non-current assets
Adjustment for the sale of BMPM
Cash flow from operations
Impact of change in timing of cash flows
Change in working capital requirement
Net cash flow from operating activities (A)
CASH FLOW FROM INVESTING ACTIVITIES
Outflows resulting from the acquisition of non-current assets
Inflows resulting from the sale of non-current assets
Changes in long-term investments
Investment grants received
Net cash allocated to acquisitions and disposals of subsidiaries
(change in scope)
Net cash flow from (used in) investing activities (B)
Free cash Flow (A) + (B)
CASH FLOWS FROM FINANCING ACTIVITIES
Amounts received from shareholders as a result of a capital
increase
Treasury shares
Dividends paid to shareholders of the parent company
Dividends paid to non-controlling interests in consolidated
subsidiaries
New borrowings raised
Borrowings repaid
Advances received from third parties
Net cash flow from (used in) financing activities (C)
Impact of changes in the consolidation scope (E)
Impact of net changes in exchange rates - translation
adjustments (D)
NET CHANGE IN CASH POSITION (A+B+C+D+E)
Opening cash and cash equivalents (F)
CLOSING CASH AND CASH EQUIVALENTS
(A+B+C+D+E+F)
Notes
2014
2013
3.1.10
16,771
15,688
3.1.3
11,786
1,312
11,232
812
(91)
(511)
(199)
23
0
29,091
(39)
(735)
(122)
(13)
(170)
26,653
3,991
33,082
3,012
29,665
(27,593)
133
(60)
0
(17,362)
23
(80)
563
2.1
(22,937)
(50,457)
(17,375)
0
(16,856)
12,809
3.2.11.3
3.2.11.4
(2,593)
(2,101)
(189)
(949)
3.2.12
3.2.12
39,093
(26,003)
11,242
(12,264)
8,396
0
(2,160)
(575)
3.2.9
(171)
(9,150)
35,279
0
10,074
25,205
3.2.9
26,129
35,279
3.1.8
3.1.9
3.2.16
3.2.2
3.2.16
2014 ANNUAL REPORT
3
49
3
CONSOLIDATED FINANCIAL STATEMENTS
AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2014
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2014
Group presentation
❯ amendments to IFRS 10, IFRS 11 and IFRS 12, Transitional
Le Bélier is a group specialising in aluminium foundry work for
the global automotive industry.
❯ amendments to IFRS 10, IFRS 12 and IFRS 27, Investment
Since June 1999, its shares have been listed on the regulated
market of Euronext Paris, compartment C.
❯ amendments to IAS 32, Financial instruments: presentation –
arrangements;
entities;
offsetting of financial assets and financial liabilities;
❯ amendments to IAS 36, Impairment of assets – recoverable
amount disclosures for non-financial assets;
1.
1.1.
Accounting policies
Approval of the financial statements
The consolidated financial statements for the year ended
31 December 2014 were approved by Le Bélier’s Board of
Directors on 24 March 2015.
These financial statements will be submitted for approval by the
shareholders during the General Meeting of 21 May 2015.
1.2.
1.2.1.
Basis for preparation
of the consolidated financial
statements
Statement of compliance
The consolidated financial statements for the year ended
31 December 2014 were prepared in accordance with the
framework of IFRS (International Financial Reporting Standards)
as adopted by the European Union at 31 December 2014 and
available on the European Commission’s website:
http://ec.europa.eu/internal_market/accounting/ias/index_fr.htm
The IFRS framework comprises the IFRS and IAS (International
Accounting Standards), together with their interpretations or IFRIC
(International Financial Reporting Interpretations Committee).
The standards used in the preparation of the 2014 financial
statements are those published in the Official Journal of the
European Union at 31 December 2014 and whose application
is mandatory.
The accounting policies used have been applied in a consistent
manner to all financial years presented.
The financial statements are presented in thousands of euros,
the Group’s functional and reporting currency.
Le Bélier has applied the standards, amendments to standards
and interpretations applicable with effect from the financial year
commencing on 1 January 2014, in particular:
❯
❯
❯
❯
❯
50
IFRS 10, Consolidated financial statements;
IFRS 11, Joint arrangements;
IFRS 12, Disclosure of interests in other entities;
IAS 27 Amended, Separate financial statements;
IAS 28 Amended (2011), Investments in associates;
2014 ANNUAL REPORT
❯ Amendments to IAS 39, Financial instruments: recognition and
measurement – Novation of derivatives and continuation of
hedge accounting.
These new texts did not have a material impact on the Group’s
financial statements.
Furthermore, the Group did not opt for the early application of
any standards or interpretations adopted by the European Union
whose application was not mandatory at 1 January 2014.
❯ amendments to IAS 19, Employee contributions;
❯ IFRS improvements (2010-2012 and 2011-2013 cycles);
❯ IFRIC 21, Taxes.
None of these standards or amendments whose early application
would be possible has been applied early.
The effects of these standards and amendments are currently
being analysed.
1.2.2.
Basis of consolidation
All companies included in the consolidation scope are fully
consolidated.
1.2.3.
Closing date
All consolidated companies closed their accounts on 31 December
2014.
1.2.4.
Assumptions and estimates
In preparing the Group financial statements, management has used
assumptions and estimates that impact the amounts presented
in these financial statements. The accounting estimates and
assumptions used in the preparation of the financial statements
were made in a context in which there is some difficulty in
ascertaining the economic prospects. As these assumptions
are uncertain by their very nature, actual results may vary from
these estimates.
The main headings in the financial statements that may be subject
to assumptions and estimates concern, in particular, valuations
used for impairment testing (see Note 3.2.5), measurement of
pension obligations (see Note 3.2.16), measurement of provisions
for contingencies (see Note 3.2.15), useful lives for non-current
assets (see Note 1.4.2), deferred taxes (see Note 3.2.14) and
measurement of the fair value of share-based payments (see
Note 3.2.12).
CONSOLIDATED FINANCIAL STATEMENTS
AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2014
These estimates are established on the basis of information
available at the time the financial statements were prepared.
Estimates may be revised if the circumstances on which they are
based change or pursuant to new information emerging. Actual
results may differ from those based on these assumptions and
estimates.
The main assumptions concerning future events and other potential
uncertainties resulting from the use of estimates at the closing
date, including changes in the period that may result in a material
change in the carrying amounts of assets and liabilities, concern
in particular the impairment of non-financial assets, deferred tax
assets and provisions for contingencies and expenses (see below).
1.2.5.
Highlights of the year
On 29 July 2014, Le Bélier acquired 100% of the HDPCI groups,
which specialises in the manufacture of cast aluminium parts for
use in automotive braking and turbo systems.
See note 2.1 Changes in the consolidation scope.
1.2.6.
Events after the reporting period
None.
1.3.
1.3.1.
Accounting changes
Change in presentation
the periods preceding finalisation of the fair values is restated as
if the values had been finalised on the acquisition date.
On the acquisition date, goodwill corresponds to the difference
between:
❯ the fair value of the consideration transferred in exchange for
control of the company, including any earnouts, plus the amount
of any non-controlling interests in the company acquired and, in
a business combination achieved in stages, the fair value on the
acquisition date of the stake previously held by the acquirer in
the company acquired, re-measured through profit or loss; and
❯ the fair value of any identifiable assets acquired and liabilities
assumed on the acquisition date.
When the goodwill is negative, it is recognised immediately in
profit or loss.
Costs that are directly attributable to the business combination,
other than those relating to the issuance of debt or capital
securities, are recognised as an expense in the period and
presented in “Other operating income and expenses” in the
consolidated income statement.
1.4.3.
Non-current assets
1.4.3.1.
INTANGIBLE ASSETS
The presentation of the Group’s consolidated financial statements
for the year ended 31 December 2014 is identical to that used
for the 2013 consolidated financial statements.
“Other intangible assets” consist mainly of software acquired
or developed in-house and research and development costs.
1.4.
Main accounting policies
1.4.1.
Presentation of the statement
of financial position
Research costs are expensed in the year in which they are incurred.
Development costs incurred on the basis of an individual project
are recognised in intangible assets when the Group is able to
demonstrate:
In compliance with IAS 1, Presentation of Financial Statements,
the presentation of the statement of financial position separates
current assets and liabilities from non-current assets and liabilities.
Operating assets and liabilities as well as those due in less than
12 months from the end of the reporting period are classified as
current, all others as non-current.
1.4.2.
Business combinations
Business combinations are recognised using the acquisition
method. As such, the identifiable assets, liabilities and contingent
liabilities of the company acquired are recognised at their fair
value on the acquisition date, with the exception of non-current
assets held for sale, which are recognised at their fair value less
costs to sell in accordance with IFRS 5.
When a goodwill amount is determined on a provisional basis at
the end of the financial year in which the acquisition was made,
the Group recognises the adjustments to these provisional values
within a period of one year from the acquisition date in the event
of new information relating to facts or circumstances existing at
the acquisition date.
If the changes between the provisional values and the final values
have a material impact on the presentation of the consolidated
financial statements, the comparative information presented for
3
Only intangible assets meeting the definition set out in IAS 38 are
recognised in the statement of financial position.
❯ the technical feasibility of the intangible asset with a view to it
being brought into service or sold;
❯ its intention to complete this asset and its capacity to either
use it or sell it;
❯ the fact that this asset will generate future economic benefits;
❯ the existence of available resources to complete development
of the asset; and
❯ its capacity to accurately assess the costs incurred in respect
of the development project.
Subsequent to their initial recognition as an asset, the development
costs are assessed using the cost model, i.e. at cost less
cumulative amortisation and impairment losses. Amortisation of
the asset commences once the development is complete and
the asset is ready to be brought into service. It is amortised on
a straight-line basis over the period, not exceeding five years,
in which economic benefits are expected to be derived from
the project.
Other intangible assets are amortised using the straight-line
method over their useful lives, which must not exceed five years.
The Group has no business goodwill arising from business
combinations prior to 1 January 2004, nor any start-up costs
or brands.
2014 ANNUAL REPORT
51
3
CONSOLIDATED FINANCIAL STATEMENTS
AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2014
1.4.3.2.
PROPERTY, PLANT AND EQUIPMENT
In compliance with the option available under IFRS 1, First-time
Adoption of International Financial Reporting Standards, the Group
opted for re-measurement at fair value on the basis of deemed
cost, corresponding to the new depreciated historical cost, of
certain categories of property, plant and equipment in the opening
balance sheet as at 1 January 2004.
These re-measurements were supported by appraisals by
an independent firm. They covered all assets subject to the
component approach and property, itself recognised under the
component approach, except for assets in China and Serbia that
were immaterial in the opening balance sheet as at 1 January
2004 in terms of non-current asset value.
Gross values of non-current assets represent their acquisition
or production cost, including direct and indirect production
expenses in connection with normal activity. These costs include
Main depreciation and amortisation periods and methods
Research and development costs
Concessions, patents and licences
Except for standard and specific software
Construction – building fixtures and fittings
Component-based approach
■
Shell
■
Roof
■
Cable networks
■
Internal fixtures and fittings
Refurbishment of old buildings
Industrial equipment, general case
Except for industrial equipment managed
using the component-based approach
Production moulds
Vehicles
Other non-industrial non-current assets
IT equipment
Items financed under finance leases are recognised as non-current
assets as if they had been financed by means of borrowings
when the leases substantially transfer to the Group all the risks
and rewards inherent to ownership of these assets.
In compliance with IAS 17, the main criteria used for assessing
finance leases are as follows:
❯ the relationship between the useful lives of the assets leased
and the lease term;
❯ the comparison between future payments and the asset’s fair
value;
52
2014 ANNUAL REPORT
notably transfer taxes, fees, commissions and legal costs directly
attributable to the acquisition or construction of the assets.
Borrowing costs that are directly attributable to the acquisition,
construction or production of an asset that requires a long period
of preparation before being brought into use are incorporated into
the initial cost of this asset, in accordance with IAS 23 (amended).
Depreciation of property, plant and equipment is calculated to
reflect the pattern of consumption of the expected economic
benefits for each asset based on the acquisition cost and subject
to allowing for any residual value. The straight-line method is used.
The Group reviews these depreciation schedules annually on the
basis of the actual useful lives of its property, plant and equipment.
Furthermore, the Group has analysed all its industrial processes
and has isolated from among its industrial equipment those major
components for which a specific depreciation schedule must
be used.
Duration
5 years
5 years
3 years
25 years
40 years
25 years
15 years
20 years
15 years
6 2/3 years
5 to 15 years
(depending on the components)
3 years
5 years
4 years
2 years
Depreciation/
amortisation
Straight-line
Straight-line
Straight-line
Straight-line
Straight-line
Straight-line
Straight-line
Straight-line
Straight-line
Straight-line
Straight-line
Straight-line
Straight-line
Straight-line
Straight-line
❯ the existence of a clause for transfer of ownership or a purchase
option,
❯ the specific nature of the asset.
Significant non-current assets transferred through a leaseback
arrangement are retained in the statement of financial position
at their original value and continue to be depreciated. The
corresponding obligations to the lessors are recognised in
borrowings. Lease payment instalments are broken down between
repayment of the principal and borrowing costs.
CONSOLIDATED FINANCIAL STATEMENTS
AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2014
1.4.4.
Impairment of assets
IAS 36 establishes the procedure to be followed by an enterprise
in order to ensure that the carrying amount of its assets does
not exceed their recoverable amount, i.e. the amount recovered
through their use or sale.
When it is not possible to determine the recoverable value of the
assets individually, the assets are combined into cash generating
units (CGUs) for which this value is then determined.
Other than for goodwill and intangible assets with an indefinite
life that are subject to systematic annual impairment tests, the
recoverable value of an asset is estimated whenever there are any
indicators showing that this asset might have been impaired. The
impairment indicators are reviewed at the end of each reporting
period.
Le Bélier Group’s CGUs are based on its operational organisation
by business. A cash-generating unit is the smallest identifiable
group of assets that generates cash inflows from continuing use
that are largely independent of the cash inflows generated by
other groups of assets (i.e. production sites).
Non-current assets (goodwill, intangible assets and property,
plant and equipment) are impaired when, because of events or
circumstances occurring in the period (obsolescence, physical
deterioration, significant changes in the method of use, weakerthan-expected performances, decline in revenue or other external
indicators, etc.), their recoverable amount is considered to be
durably lower than the carrying amount.
The recoverable amount is defined as the higher of fair value less
costs to sell and value in use.
Fair value less costs to sell represents the best estimate of the
amount obtainable from the sale of an asset in an arm’s length
transaction between knowledgeable, willing parties. This estimate
is determined on the basis of available market information and
taking into account specific situations.
The value in use used by the Group corresponds to the value of
the expected future economic benefits derived from an asset’s
use and subsequent disposal. This is determined on the basis of
the present value of the future cash flows of each CGU, including
goodwill. Such amounts are determined by reference to economic
assumptions and projections of operating conditions used by
Group management.
Assets or groups of assets are tested for impairment by comparing
their recoverable amount with their carrying amount. When a
write-down is considered necessary, the amount recognised is
equal to the difference between the carrying amount and the
recoverable amount.
When reversing impairment provisions, the amount reversed must
not exceed the carrying amount of the asset that would have
been recorded if no impairment losses had been recognised in
prior periods. Impairment recognised in respect of goodwill is
never reversed.
1.4.5.
Inventories
In accordance with IAS 2, inventories are measured at the lower
of cost and net realisable value.
Goods purchased for resale and supplies are measured at
acquisition cost, comprising the purchase price and incidental
expenses.
Products and work-in-progress are measured at production
cost, comprising purchases consumed and direct and indirect
production costs based on normal activity.
Finished goods and tooling and parts in progress are valued at
the lower of production cost and realisable value.
The principles applied in respect of impairment are as follows:
An impairment loss is recognised for raw materials, supplies,
consumables, packaging and finished goods to take into account
a potential net realisable value, inventories to be written down
being identified based on criteria for slow inventory turnover.
1.4.6.
Financial assets and liabilities –
financial instruments
1.4.6.1.
FINANCIAL ASSETS
3
Financial assets included in the scope of IAS 39 are classified,
according to the case, as financial assets at fair value through
profit or loss, loans and receivables, held-to-maturity investments
or available-for-sale financial assets.
The Group determines the classification of its financial assets on
initial recognition and, when authorised and appropriate, reviews
this classification at the end of each financial year.
The Group does not have any held-to-maturity investments or
available-for-sale financial assets.
Financial assets are measured at fair value on initial recognition.
Receivables
Receivables are measured at face value.
An impairment loss is recorded, on a case-by-case basis, when
there is a risk of non-collection.
As part of recurring or one-off operations, trade receivables may
be discounted and assigned to banking institutions. During such
operations, an analysis is performed to measure the transfer of
risks and rewards inherent to ownership of these receivables. If
this review indicates that substantially all these risks and rewards
have been transferred, the trade receivables are de-recognised
from the statement of financial position and all the rights created
or retained during the transfer are recognised, where applicable.
In the reverse situation, the trade receivables continue to be
recognised in the statement of financial position and a financial
liability is recognised in current bank facilities for the discounted
amount.
2014 ANNUAL REPORT
53
3
1.4.6.2.
CONSOLIDATED FINANCIAL STATEMENTS
AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2014
BANK BORROWINGS
All borrowings are recorded at fair value on initial recognition, less
any directly attributable transaction costs.
Subsequent to initial recognition, interest-bearing liabilities are
stated at amortised cost using the effective interest rate method.
Gains and losses are recognised in profit or loss when the liability
is de-recognised, using the amortised cost method.
1.4.6.3.
SHORT-TERM INVESTMENT SECURITIES AND CASH
AND CASH EQUIVALENTS
Transactions denominated in foreign
currency
You are reminded that the Group’s functional and reporting
currency is the euro.
Recognition and measurement of foreign currency transactions are
governed by IAS 21, Effects of changes in foreign exchange rates.
In accordance with this standard, transactions denominated in
foreign currency are translated by the subsidiary into its functional
currency at the exchange rate prevailing on the transaction date.
Short-term investment securities are readily convertible into
known amounts of cash and are subject to an insignificant risk
of changes in value. They are recognised at fair value at the end
of the reporting period.
Payables and receivables in foreign currency are measured at
the exchange rate prevailing at the end of the reporting period
and any differences are recognised directly in financial income
and expense.
1.4.6.4.
Foreign exchange gains and losses arising on the translation of
the financial statements of foreign subsidiaries are recognised in
“Translation adjustments”. This heading is also used to record
the effects of net investments in foreign subsidiaries.
FINANCIAL DERIVATIVES AND HEDGE ACCOUNTING
The Group uses financial derivatives such as forward currency
agreements, interest rate swaps and currency swaps in order
to hedge against the risks associated with interest rates and
movements in foreign exchange rates. These financial derivatives
are initially recognised at fair value as soon as the contract is
negotiated and are subsequently measured at fair value.
Derivatives are recognised as financial assets when the fair value
is positive and as financial liabilities when the fair value is negative.
The fair value of forward currency agreements represents the
difference between the forward exchange rate and the contract
rate. The forward exchange rate is calculated by reference to
current rates for contracts with similar maturity profiles. The fair
value of interest rate swaps and currency swaps is determined
by reference to market values for similar instruments.
For the purposes of hedge accounting, hedges are classified as:
❯ fair value hedges when they hedge the exposure to changes
in the fair value of a recognised asset or liability; or
❯ cash flow hedges when they hedge the exposure to changes
in cash flows as a result of a specific risk associated with a
recognised asset or liability,
Fair value hedges:
Changes in the fair value of a derivative classified as a fair value
hedge are recognised in profit or loss. Changes in the fair value
of the hedged item that are attributable to the hedged risk adjust
the carrying amount of the hedged item and are also recognised
in profit or loss.
Cash flow hedges:
The profit or loss corresponding to the effective part of the hedging
instrument is recognised directly in equity, while the ineffective
part is recognised in profit or loss.
54
1.4.7.
2014 ANNUAL REPORT
The translation method used is as follows: items in the statement of
financial position are translated at the closing exchange rate, while
income statement items are translated at the average exchange
rate, with any differences being recorded directly in equity as
translation differences.
1.4.8.
Deferred tax
In compliance with IAS 12, Income Taxes, deferred tax assets
and liabilities are recognised on temporary timing differences
between the carrying amounts of assets and liabilities and their
tax bases, using the liability method, on the basis of the tax rate
that is most likely to apply on the date of reversal.
For each tax entity:
❯ deferred tax assets and liabilities are offset in order to establish
a net position;
❯ deferred tax assets on temporary differences or on losses
carried forward are recognised only up to the amount of the
net deferred tax liability when they are unlikely to be recovered.
In compliance with IAS 12, deferred tax assets and liabilities are
not discounted.
1.4.9.
Investment grants
The Group may receive investment grants in connection with
its activities.
These grants are recognised at their gross amount in “Other
non-current liabilities”.
They are released to the income statement, in “Other operating
income”, according to the same pattern as for the depreciation
charges on the equipment financed by the grants.
CONSOLIDATED FINANCIAL STATEMENTS
AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2014
1.4.10.
Non-current provisions and liabilities
Provisions are recognised at the end of the reporting period when
the Group has a present obligation as a result of a past event
that is likely to result in an outflow of resources whose timing is
still uncertain at the end of the reporting period but for which the
amount of the obligation can be reliably estimated.
1.4.11.
Employee benefits
In accordance with IAS 19, Employee Benefits, all identified benefits
granted to personnel are recognised. These include, notably,
retirement indemnities and termination benefits.
These employee benefits are subject to an annual actuarial
valuation based on:
❯ assumptions concerning inflation, wage increases, returns on
plan assets and the rates used to discount the obligations.
These assumptions may change from one year to the next;
❯ differences between these assumptions and actual outcomes.
The gross amount of these benefits is recognised in the statement
of financial position in “Non-current provisions” while changes
during the year are recognised in the income statement in “Net
charge to provisions” and “Other financial income and expense”
for the amount corresponding to financial expenses, with the
exception of actuarial gains and losses on retirement indemnities,
which are recognised in equity.
1.4.12.
Share-based payments
Certain Group employees and corporate officers benefit from stock
purchase option plans and plans for the allocation of free shares.
In accordance with IFRS 2, Share-based Payment, these plans
are recognised as transactions settled in equity instruments. As
such, the fair value of the options is measured on the grant
date and is recognised in staff costs in the income statement by
spreading it over the period in which the rights are vested by the
beneficiaries, with a corresponding increase in the net position
in a specific account.
1.4.13.
Recognition of revenue from ordinary
activities
In particular, these relate to:
❯ income and expenses directly attributable to business
combinations, other than those relating to the issuance of
debt or capital securities, and those relating to the disposal
of subsidiaries;
❯ the cost of restructuring measures, being mainly the cost of
staff departures, external charges generated by these measures
and site closure costs;
❯ changes in provisions raised for these restructurings, e.g.
provisions for the business rescue plan (plan de sauvegarde de
l’emploi – PSE) and the manpower plan (gestion prévisionnelle
de l’emploi et des compétences – GPEC).
The costs provisioned include pay in lieu of notice, contractual and
statutory redundancy payments, voluntary redundancy payments,
financial assistance for the creation or acquisition of a business,
mobility allowances, outplacement services costs, training
expenses and travel costs for staff covered by the agreement.
The provisions do not include costs for the retraining or relocation
of staff retained:
❯ changes in provisions for asset impairment following sharp
❯ any material litigation, not directly linked to the Group’s
operations.
1.4.15.
Earnings per share
Earnings per share are calculated by dividing Group net income
by the weighted average number of ordinary shares in issue
during the period.
The weighted average number of ordinary shares in issue during
the period is the number of ordinary shares in issue at the start of
the period, adjusted for the number of ordinary shares redeemed
or issued during the period, multiplied by a time-based weighting
factor.
Diluted earnings per share are determined by dividing Group net
income by the total weighted average number of shares in issue
during the period plus the total number of any diluting instruments.
For parts, income is recognised on delivery, or on the basis of
consumption in the case of consignment stock.
1.4.16.
For toolmaking, income is recognised on acceptance of the
standard product designs by the customer.
Cash and cash equivalents recognised in the statement of financial
position comprise cash at bank, cash in hand and short-term
deposits with an original term of three months or less.
This income is recognised in “Revenue”.
1.4.14.
Other operating income and expenses
The Group uses current operating profit as the main performance
indicator and draws on the provisions of CNC recommendation
2009-R03 for its definition.
This financial aggregate corresponds to the operating profit of
companies controlled before taking into account “Other operating
income and expenses”.
This latter item comprises income and expenses of a material
amount that are considered as non-recurring or unusual.
3
declines in activity and litigation provisions of an unusual or
non-recurring nature;
Cash and cash equivalents
For the purposes of the consolidated cash flow statement,
cash and cash equivalents comprise cash and cash equivalents
as defined above, net of current bank facilities and short-term
financing.
1.4.17.
Investment property
Investment property is recognised at historical cost less cumulative
depreciation and impairment.
These buildings are depreciated over a period not exceeding
25 years.
2014 ANNUAL REPORT
55
3
CONSOLIDATED FINANCIAL STATEMENTS
AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2014
❯ create industrial synergies in Central Europe and in China;
❯ boost its expertise by drawing on the high quality of HDPCI’s
2.
Consolidation scope
2.1.
Changes in the consolidation scope
On 29 July 2014, Le Bélier acquired 100% of the HDPCI groups,
which specialises in the manufacture of cast aluminium parts for
use in automotive braking and turbo systems.
This group consists of a holding company, HDPCI, located in Hong
Kong, which has three wholly-owned production subsidiaries:
two are located in China: Le Bélier Lushun (near Dalian) and Le
Bélier Wuhan (start-up site), and the third in Hungary, Le Bélier
Mohacs, which has been in production for two years.
During the period, the activity of the newly-acquired group
generated revenue of €13.3 million.
This strategic acquisition enables the Le Bélier Group to:
❯ strengthen its presence in the braking and turbo systems
markets in particular;
❯ extend its activity into Western China, a region in which many
clients are located;
2.2.
Via this operation, Le Bélier is able to improve its international
positioning, especially in Asia, by optimising the service quality
provided to its clients, and to open up new growth prospects.
The percentage stake acquired, conferring voting rights, was
100%.
The net cash allocated to the acquisition (acquisition price net
of cash acquired) was €22.9 million (see Consolidated cash flow
statement).
The amount of assets and liabilities on the date that control was
acquired was €29.5 million and €15.5 million respectively.
Goodwill on consolidation generated by this acquisition came to
€13.8 million and was recorded in goodwill for the period (see
Note 3.2.1).
The exercise aimed at allocating this goodwill is in progress and will
be finalised within a period of one year from the acquisition date.
There were no changes in the consolidation scope in 2013.
List of consolidated companies
Company (Business)
LE BÉLIER S.A.
(Holding company and Group parent
company)
FONDERIES ET ATELIERS DU BÉLIER
(Foundry for light alloys)
LE BÉLIER DALIAN
(Foundry for light alloys)
LE BÉLIER HONGRIE SA
(Foundry for light alloys)
BSM HUNGARY MACHINING Ltd
(Machining)
LBQ FOUNDRY Sa de CV
(Foundry for light alloys)
BQ MACHINING Sa de CV
(Machining)
LE BÉLIER KIKINDA
(Foundry for light alloys)
LBO
(Location machines)
HDPCI (holding)
LE BÉLIER LUSHUN
(Foundry for light alloys)
LE BÉLIER WUHAN
(Foundry for light alloys)
LE BÉLIER MOHACS
(Foundry for light alloys)
56
staff and the complementarity with that of Le Bélier.
2014 ANNUAL REPORT
French company
registration number
(SIRET)
39362977900017
Control (%)
100%
Ownership
(%)
100%
Abbreviation
LB
Registered office
Plantier de la Reine, Vérac
(33), France
FAB
Vérac (33), France
59615014400019
100%
100%
LBD
Dalian, China
Foreign subsidiary
100%
100%
LBH
Ajka, Hungary
Foreign subsidiary
100%
100%
BSM
Szolnok, Hungary
Foreign subsidiary
100%
100%
LBQ
Queretaro, Mexico
Foreign subsidiary
100%
100%
BQM
Queretaro, Mexico
Foreign subsidiary
100%
100%
LBK
Kikinda, Serbia
Foreign subsidiary
100%
100%
LBO
40307761300012
100%
100%
HDPCI
LBL
Plantier de la Reine, Vérac
(33), France
Hong Kong
Lushun - China
Foreign subsidiary
Foreign subsidiary
100%
100%
100%
100%
LBW
Wuhan, China
Foreign subsidiary
100%
100%
LBM
Mohacs, Hungary
Foreign subsidiary
100%
100%
CONSOLIDATED FINANCIAL STATEMENTS
AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2014
❯ Le Bélier is an active holding company, providing services on
behalf of the Group.
❯ HDPCI, a wholly-owned subsidiary of Le Bélier, is the holding
company of three companies (LBL, LBW and LBM).
❯ The other consolidated subsidiaries are involved in the
and automotive manufacturers, except for LBO, which leases
equipment.
2.3.
non-consolidated companies
None.
fabrication of aluminium parts for components manufacturers
3.
Notes to the consolidated financial statements
All amounts are expressed in thousands of euros.
3.1.
Consolidated income statement
3.1.1.
Consolidated revenue by activity
2014
213,234
31,656
9,212
4,647
258,749
Foundries
Machining
Toolmaking
Other(1)
TOTAL
2013
193,652
28,123
10,267
4,216
236,258
Change in %
10.1%
12.6%
-10.3%
10.2%
9.5%
3
(1) Includes notably the provision of services.
3.1.2.
Other operating income
In accordance with IAS 20, the tax credit for competitiveness and employment (crédit d’impôt compétitivité emploi – CICE) has been
recognised as a grant and is included in “Other operating income” for an amount of €320 thousand in 2014 and €228 thousand in 2013.
3.1.3.
Staff costs and number of employees of consolidated companies
3.1.3.1.
STAFF COSTS
Wages and salaries
Social security charges
Other staff costs
TOTAL STAFF COSTS
In 2014, €2.5 million of staff costs related to performance share
plans, being €1.3 million for the fair value of benefits awarded,
€0.9 million for employer contributions and €0.3 million for
supplementary profit sharing.
In 2013, these performance share plans were recognised in staff
costs for an amount of €0.9 million, being €0.8 million for the fair
2014
33,013
11,134
4,306
48,453
2013
29,015
9,729
3,149
41,893
value of benefits awarded and a €0.1 million supplement to the
profit sharing agreement.
Costs relating to temporary and external staff are recorded in
“External charges” and represented an amount of €5,537 thousand
in 2014 and €5,155 thousand in 2013.
2014 ANNUAL REPORT
57
3
3.1.3.2.
CONSOLIDATED FINANCIAL STATEMENTS
AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2014
NUMBER OF EMPLOYEES AVAILABLE (INCLUDING TEMPORARY STAFF)
At constant consolidation scope (excluding acquisition of the HDPCI Group):
By country
France
Hungary
Serbia
China
Mexico
TOTAL
By type
Direct labour
Indirect labour
Administrative staff
TOTAL
Year end
31/12/2014
286
1,271
557
399
431
2,944
31/12/2013
333
1,133
494
394
404
2,758
1,949
727
268
2,944
1,834
673
251
2,758
Average
2014
322
1,252
534
405
434
2,947
2013
341
1,038
481
390
361
2,611
1,955
721
271
2,947
1,699
654
258
2,611
The HDPCI group represented an additional headcount of 490 at 31 December 2014.
3.1.4.
Research and development costs
In 2014, the amount of research and development costs
recognised directly in profit or loss was €223 thousand, including
€13 thousand of staff costs, compared with €219 thousand and
€161 thousand respectively in 2013.
3.1.5.
In 2014, the Group recorded income of €349 thousand in “Other
operating income” in respect of a research tax credit in France
compared with €262 thousand in 2013.
Net charges to provisions
This item can be analysed as follows:
2014
Impairment of receivables
Provision for contingencies and expenses
TOTAL NET (ADDITIONS) REVERSALS
Additions
(131)
(196)
(327)
2013
Net (additions)
reversals
76
(35)
41
Note: net impairment of inventories is included as follows:
3.1.7.
❯ for inventories of materials and consumables, income of
In 2014, other operating income and expenses represented a
charge of €987 thousand compared with income of €451 thousand
in 2013.
€116 thousand in “purchases consumed”;
❯ for inventories of work-in-progress and finished goods, income
of €51 thousand in “Change in inventory of work-in-progress
and finished goods”.
3.1.6.
Other current operating income
and expenses
In 2014, other current operating income amounted to
€258 thousand and other current operating expenses totalled
€560 thousand.
58
Reversals
190
237
427
Net (additions)
reversals
59
41
100
2014 ANNUAL REPORT
Other operating income and expenses
During the year, this item included an expense of €381 thousand
for costs relating to acquisition of the HDPCI group and an
expense of €606 thousand for net charges for impairment of
non-current assets, mainly in France, linked to the shutdown of
certain automotive projects.
CONSOLIDATED FINANCIAL STATEMENTS
AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2014
3.1.8.
Net financial income (expense)
2014
301
(1,971)
(1,670)
(655)
91
0
0
(564)
(2,234)
Income from cash and cash equivalents
Borrowing costs
Net finance costs
Realised currency gains (losses)
Unrealised currency gains (losses)
Charges to provisions
Other financial income (expenses)
Other financial income and expenses
NET FINANCIAL EXPENSE
2013
374
(1,688)
(1,314)
(308)
39
0
18
(251)
(1,565)
Since 1 January 2011, the information available on the Hungarian and Serbian subsidiaries is such that the euro can be used as the
functional currency of these subsidiaries, in accordance with IAS 21.
❯ Amounts recycled during the year out of equity: nil.
❯ Positive and negative cash flows relating to net financial expense:
2014
301
Financial income received
Financial income not received
TOTAL INCOME FROM CASH AND CASH EQUIVALENTS
Financial expenses disbursed
Financial expenses not disbursed
TOTAL BORROWING COSTS
301
(1,890)
(81)
(1,971)
2013
374
374
(1,601)
(87)
(1,688)
2014
(5,592)
511
(5,081)
2013
(4,504)
735
(3,769)
3
Financial expenses not disbursed essentially relate to interest on staff benefits.
3.1.9.
Corporation tax
3.1.9.1.
ANALYSIS OF THE TAX CHARGE
Current tax income (charge)
Deferred tax income (charge)
TOTAL TAX INCOME (CHARGE)
The current tax charge relates mainly to the Hungarian, Chinese
and Serbian companies that generate taxable profits.
The losses of the French companies are not subject to recognition
of a deferred tax asset due to the lack of sufficient certainty on
their recoverability.
A deferred tax asset was established during the period in respect
of the tax losses in Mexico given the favourable prospects. The
corresponding deferred tax income comes to €596 thousand.
2014 ANNUAL REPORT
59
3
CONSOLIDATED FINANCIAL STATEMENTS
AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2014
3.1.9.2.
DEFERRED TAX RATES
China
Hungary LBH
Hungary BSM
France
Mexico
Serbia
3.1.9.3.
2013
25%
17%
16%
33.33%
30%
15%
2014
21,852
(7,283)
(78)
282
218
2,974
(1,194)
(5,081)
2013
19,457
(6,485)
2
58
367
2,834
(545)
(3,769)
2014
16,771
6,582,120
0
6,582,120
512,556
6,069,564
130,675
2013
15,688
6,582,120
0
6,582,120
403,677
6,178,443
0
6,200,239
2.76
2.70
6,178,443
2.54
2.54
TAX PROOF
Income before tax
Theoretical tax (33.33%)
Deferred tax assets not recognised on losses for the period
Impact of the recognition of deferred tax assets and tax credits
Impact of the recognition of deferred tax liabilities
Impact of differences in tax rates
Impact of permanent differences
CORPORATION TAX RECOGNISED
3.1.10.
2014
25%
17%
17%
33.33%
30%
15%
Earnings per share
Net income (A)
Number of shares at 1 January
Number of shares created during the year
Number of shares at 31 December
Number of treasury shares
Adjusted weighted average number of ordinary shares for earnings per share (B)
Number of dilutive instruments (stock purchase options and free share plan(1))
Adjusted weighted average number of ordinary shares for diluted earnings per
share (C)
Earnings per share (in euros) (A x 1,000/B)
Diluted earnings per share (in euros) (A x 1,000/C)
(1) In 2014, like in 2013, the stock purchase options have not been used as the exercise price is higher than the average price of the treasury shares purchased
and earmarked for the stock purchase option plan.
60
2014 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS
AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2014
3.1.11.
EBITDA
Le Bélier has defined this indicator as follows:
EBITDA: current operating income plus net charges for depreciation, amortisation and impairment (excluding impairment of current
assets), less reversals of investment grants, less the net profit or loss on the sale of assets, excluding performance share plans ad
excluding employee profit sharing.
Current operating income
Net charge for depreciation and amortisation
Net charge for contingencies and expenses
Reversals of investment grants
Gains on sales of non-current assets
Elimination of costs of non-disbursed performance share plans in staff costs
Elimination of costs of performance share plans in staff costs to be disbursed
Elimination of employee profit sharing
EBITDA BEFORE TOTAL COST OF PERFORMANCE SHARE PLANS
3.2.
Consolidated statement of financial position
3.2.1.
Goodwill
Gross amount
Impairment
Net amount
Analysis by company
not yet allocated(1)
LBH
BSM
BMP
LBK
TOTAL
2014
25,073
11,096
(41)
(199)
23
1,312
1,166
38,430
2013
20,571
11,391
35
(122)
(13)
812
113
0
32,787
31/12/2014
14,383
0
14,383
31/12/2013
550
0
550
13,833
66
453
0
31
14,383
0
66
453
0
31
550
3
(1) On 29 July 2014, Le Bélier acquired the HDPCI group for an amount of €27,800 thousand. The net position of the sub-group acquired amounting to
€13,967 thousand on 31 July 2014, the goodwill on consolidation generated by this operation came to €13,833 thousand and was recorded in goodwill for
the period. See Note 2.1 on the acquisition of the HDPCI group.
2014 ANNUAL REPORT
61
3
CONSOLIDATED FINANCIAL STATEMENTS
AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2014
3.2.2.
Intangible assets and property, plant and equipment (cost)
3.2.2.1.
COST AT 31 DECEMBER 2013 (INCLUDING GOODWILL)
Movements during the year
Goodwill
Development costs
Concessions and patents(1)
Other intangible assets
Advances and payments on account
Other intangible assets
Land(1)
Buildings and fixtures and fittings(1)
Technical installations(1)
Other property, plant and equipment, assets in
progress and advances and payments on account
Property, plant and equipment
TOTAL NON-CURRENT ASSETS
31/12/2012
778
1,713
4,918
6,631
3,240
35,099
140,689
15,554
194,582
201,991
Changes
in scope
(228)
0
0
(228)
Translation
differences
Acquisitions/
Transfers
(3)
(55)
394
715
(1,539)
(58)
(98)
(619)
(2,643)
1,109
(1,539)
2,380
11,029
(23)
(2,311)
31/12/2013
550
565
5,578
0
0
6,143
3,142
36,837
146,764
(335)
(3,695)
(3,753)
2,844
16,253
17,362
(121)
(2,455)
(3,994)
17,942
204,685
211,378
Disposals
(1) Including non-current assets financed under finance leases of €44,531 thousand at the end of the reporting period.
3.2.2.2.
COST AT 31 DECEMBER 2014 (INCLUDING GOODWILL)
Movements during the year
Goodwill
Development costs(2)
Concessions and patents(1)
Other intangible assets
Advances and payments on account
Other intangible assets
Land(1)
Buildings and fixtures and fittings(1)
Technical installations(1)
Other property, plant and equipment,
assets in progress and advances
and payments on account(1)
Property, plant and equipment
TOTAL NON-CURRENT ASSETS
31/12/2013
550
565
5,578
0
0
6,143
3,142
36,837
146,764
17,942
204,685
211,378
Reclassifications
0
0
0
Changes
in scope
13,833
Translation
differences
Acquisitions/
Transfers
Disposals
750
(10)
66
679
387
(442)
750
415
5,406
5,551
56
(48)
(463)
(3,367)
293
1,359
(442)
1,481
15,536
(326)
(8,390)
31/12/2014
14,383
1,234
6,339
0
293
7,866
3,509
42,935
156,094
2,326
13,698
28,281
(487)
(4,365)
(4,309)
9,217
26,234
27,593
(3,762)
(12,478)
(12,920)
25,236
227,774
250,023
(1) Including non-current assets financed under finance leases of €40,004 thousand at the end of the reporting period.
(2) At €1,048 thousand at the end of the reporting period, research and development costs essentially relate to the NODE(*) project and concern the
development of the production process. The items capitalised largely concern payroll costs relating to this project. The amortisation period used is 5 years.
At 31 December 2014, they had not yet been brought into service.
(*) NODE: the NODE project is attached to a major platform of a large European carmaker. It involves the production of chassis parts weighing in the region of
8kg that require a cored foundry process. Volumes are expected to reach 800,000 parts per annum. Mass production is scheduled to begin in 2015.
62
2014 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS
AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2014
3.2.3.
Amortisation, depreciation and impairment of intangible assets and property,
plant and equipment
3.2.3.1.
AMORTISATION, DEPRECIATION AND IMPAIRMENT AT 31 DECEMBER 2013
Movements during the year
Goodwill
Development costs
Concessions and patents(1)
Other intangible assets
Other intangible assets
Land(1)
Buildings and fixtures and fittings(1)
Technical installations(1)
Other property, plant and equipment,
assets in progress and advances
and payments on account
Property, plant and equipment
TOTAL NON-CURRENT ASSETS
31/12/2012
228
1,305
4,251
0
5,556
0
18,917
110,656
9,759
139,332
145,116
Amortisation
and
depreciation
Reversals
(on
disposals)
403
251
(1,539)
(48)
654
(1,539)
(311)
(2,003)
1,573
8,702
(23)
(2,300)
(149)
(2,463)
(2,511)
462
10,737
11,391
(122)
(2,445)
(3,984)
Changes Translation
in scope differences
(228)
(3)
(45)
0
0
(228)
Impairment
provisions
Reversals of
impairment
provisions
0
0
9
9
9
(52)
(52)
(52)
31/12/2013
0
166
4,457
0
4,623
0
20,156
115,055
9,907
145,118
149,741
(1) Including non-current assets financed under finance leases of €34,191 thousand at the end of the reporting period.
3.2.3.2.
3
AMORTISATION, DEPRECIATION AND IMPAIRMENT AT 31 DECEMBER 2014
Movements during the year
Goodwill
Development costs
Concessions and patents(1)
Other intangible assets
Other intangible assets
Land(1)
Buildings and fixtures and fittings(1)
Technical installations(1)
Other property, plant and equipment,
assets in progress and advances
and payments on account(1)
Property, plant and equipment
TOTAL NON-CURRENT ASSETS
31/12/2013
0
166
4,457
0
4,623
0
20,156
115,055
9,907
145,118
149,741
Changes Translation
in scope differences
Amortisation
and
depreciation
Reversals
(on
disposals)
Reversals of
Impairment impairment
provisions
provisions
101
(10)
(22)
9
379
(443)
101
(32)
388
(443)
0
0
644
2,314
(479)
(2,867)
1,588
8,599
(267)
(7,905)
56
705
(32)
(363)
31/12/2014
0
165
4,472
0
4,637
0
21,666
115,538
358
3,316
3,417
(230)
(3,576)
(3,608)
521
10,708
11,096
(2,865)
(11,037)
(11,480)
761
761
(1,000)
(1,395)
(1,395)
6,691
143,895
148,532
(1) Including non-current assets financed under finance leases of €29,925 thousand at the end of the reporting period.
2014 ANNUAL REPORT
63
3
CONSOLIDATED FINANCIAL STATEMENTS
AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2014
3.2.4.
Leases
3.2.4.1.
CARRYING AMOUNT OF NON-CURRENT ASSETS UNDER FINANCE LEASES
At 31 December 2014:
Type of asset under finance lease
Concessions, patents and licences
Land
Buildings
Equipment
Non-current assets in progress
TOTAL
Cost
2,204
727
12,405
24,566
102
40,004
Amortisation
and depreciation
1,754
0
6,928
21,166
77
29,925
Carrying
amount
450
727
5,477
3,400
25
10,079
Cost
2,004
757
12,712
28,956
102
44,531
Amortisation
and depreciation
1,521
0
6,603
26,024
43
34,191
Carrying
amount
483
757
6,109
2,932
59
10,340
At 31 December 2013:
Type of asset under finance lease
Concessions, patents and licences
Land
Buildings
Equipment
Non-current assets un progress
TOTAL
The finance leases entered into by the Group relate to property and IT and industrial equipment.
They do not include any conditional lease payments and do not provide for sub-letting.
3.2.4.2.
MINIMUM FUTURE PAYMENTS UNDER FINANCE LEASES
31/12/2014
In thousands of euros
Due within 1 year
Due between 1
and 5 years
Due in more than 5 years
TOTAL
3.2.4.3.
31/12/2013
Present value
1,512
Interest payable
252
Minimum
future payments
1,764
3,803
2,296
7,611
647
127
1,026
4,450
2,423
8,637
Present value
1,151
Interest payable
271
Minimum
future payments
1,422
3,403
2,756
7,310
714
241
1,226
4,117
2,997
8,536
LEASE PAYMENTS RECOGNISED IN THE INCOME STATEMENT
Operating lease payments recognised in the income statement amounted to €1,486 thousand in 2014 compared with €1,157 thousand
in 2013.
64
2014 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS
AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2014
3.2.5.
Impairment of assets
The test performed at the end of 2014 provided confirmation of
the value of goodwill and other non-current assets in the statement
of financial position.
In accordance with the principle explained in Note 1.4.3, the
carrying amount of each group of assets corresponding to each
production site, including related goodwill, has been compared
with their value in use, which is equal to the sum of the discounted
future net cash flows expected for each group of assets.
The test’s sensitivity to changes in the assumptions used to
determine the value in use of the asset groups tested at the
end of 2014 gave the following results for the two sites with the
lowest test margin:
Discounting of the future cash flows was based on the Group’s
2015-2018 medium-term plan, compiled at the end of 2014, and
the latest budget assumptions, applying a discount rate of 10%
and a growth rate to infinity of 0.5%, these two parameters being
unchanged compared with those used in 2013.
Value in millions of euros
Site 1
Site 2
Test margin
(value in use - carrying amount)
0.1
0.2
Impact on the value in use
of a 0.5pp decrease
in the growth rate to infinity
(0.5)
(0.5)
Impact on the value in use
of a 1pp increase
in the discount rate
(1.3)
0.0
The assets tested above do include neither goodwill nor intangible assets with an indefinite life.
Individual impairment of intangible assets and property, plant and equipment was also recognised during prior years, based on a
technical analysis of each industrial facility. This concerns assets whose future use by the Group is uncertain due to, for example, their
use being discontinued or their technical obsolescence.
3
The main movements recognised during the period were as follows:
Provisions for impairment
On goodwill
On intangible assets and property,
plant and equipment
On financial assets
On inventories
On trade and other receivables
TOTAL
31/12/2013
0
2,361
0
2,313
283
4,957
Changes
in scope
0
Translation
differences
Charges
for impairment
Reversals(1)
31/12/2014
0
4
761
(1,395)
(41)
(13)
(50)
681
131
1,573
(848)
(190)
(2,433)
1,731
0
2,105
211
4,047
(1) Reversals of impairment losses on assets mainly concern the removal in Hungary and France of non-current assets previously written down in other operating
expenses. The net impact of this removal corresponds to the result mentioned in Note 3.1.7 Other operating income and expenses.
3.2.6.
Inventories
Gross amount
Impairment
NET AMOUNT
31/12/2014
30,710
(2,105)
28,605
31/12/2013
25,073
(2,313)
22,760
31/12/2014
7,408
6,988
14,209
28,605
31/12/2013
6,138
6,488
10,134
22,760
Analysis by type:
Raw materials and supplies
Goods in progress
Intermediate and finished goods
TOTAL INVENTORIES
2014 ANNUAL REPORT
65
3
3.2.7.
CONSOLIDATED FINANCIAL STATEMENTS
AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2014
Trade receivables
31/12/2014
52,038
(211)
51,827
Gross amount
Impairment
NET AMOUNT
Receivables assigned under factoring agreements in France
are recognised in trade receivables, with an equivalent amount
of borrowings recorded in current bank facilities, being
€1,864 thousand at 31 December 2014 and €4,015 thousand
at 31 December 2013.
31/12/2013
41,036
(283)
40,753
All the risks (credit, late payment, dilution) on these assigned
receivables are retained.
The liability will be repaid via the collection of transferred receivables,
with recourse against the assignor on the risks.
Analysis of receivables overdue but not written down at the year
end:
In thousands of euros
2014
2013
3.2.8.
Total
51,827
40,753
Not overdue
and not
written down
45,419
36,869
< 30 days
6,162
3,232
Overdue but not written down
30 - 60 days
60 - 90 days
90 - 120 days
417
406
(13)
546
232
155
> 120 days
(564)
(280)
Current operating assets
31/12/2014
649
8,091
385
9,125
1,402
10,527
Supplier advances
Amounts due to government bodies, staff and others
Prepaid expenses
Other current assets
Current tax asset (current tax receivable)
TOTAL
31/12/2013
1,144
7,458
332
8,934
1,308
10,242
The research tax credit receivable for 2014 of €349 thousand and the CICE of €320 thousand are included in “Current tax asset”.
3.2.9.
Cash and cash equivalents
31/12/2014
7,421
31,929
39,350
(13,221)
26,129
Short-term investment securities
Cash
Short-term investment securities and cash
Current bank facilities and short-term
NET CASH
The short-term investment securities are risk-free instruments
with short maturities and are available.
The current bank facilities and short-term financing include
factoring debts.
66
2014 ANNUAL REPORT
3.2.10.
31/12/2013
24,308
19,923
44,231
(8,952)
35,279
Financial derivatives (assets)
There were no financial derivative assets at either 31 December
2014 or 31 December 2013.
CONSOLIDATED FINANCIAL STATEMENTS
AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2014
3.2.11.
Shareholders’ equity
3.2.11.2.
3.2.11.1.
SHARE CAPITAL
a)
The share capital is comprised of 6,582,120 ordinary shares with
a nominal value of €1.52 per share. There were no changes in
the share capital during the period.
The Group’s policy involves maintaining a solid capital base in
order to preserve shareholder and investor confidence and to
support its growth. The Board of Directors aims to ensure an
appropriate return on capital employed and level of dividends
paid to the shareholders.
I
STOCK PURCHASE OPTIONS AND ALLOCATION
OF FREE SHARES IN FAVOUR OF EMPLOYEES
Stock purchase option plan of 28 June 2011
The Board of Directors meeting of 23 May 2013 noted that the
performance conditions set by the stock purchase option plan
put in place on 28 June 2011 by the Board pursuant to the
authorisation granted by the Combined Ordinary and Extraordinary
General Meeting of shareholders of 24 May 2011, had been
met in full. Consequently, these options can be exercised by the
beneficiaries present with effect from 28 June 2013, under the
conditions stipulated by the plan regulations.
STOCK PURCHASE OPTIONS GRANTED TO EMPLOYEES AND/OR MANAGING CORPORATE
OFFICERS: POSITION AT 31/12/2014
Date of EGM
authorisation
24/05/2011
Date of Board Total number
of Directors
of options
meeting
granted
28/06/2011
365,308
of which,
to corporate
officers
209,190
of which,
Total
Option
to top 10
number of
exercise Option expiry Subscription price
employees beneficiaries
start date
date
(in euros)
142,952
15 28/06/2013 28/06/2017
7.83
At 31 December 2014, no options had been exercised.
d)
b)
Following review by and a favourable opinion from the Appointments
and Compensation Committee, the Board of Directors meeting
of 11 June 2014 approved the regulations of the plan for the
allocation of free shares and decided to allocate 131,642 free
shares representing 2% of the Company’s share capital.
Performance share plan of 28 June 2011
The Board of Directors meeting of 23 May 2013 noted that the
performance conditions set by the plan for the allocation of free
shares put in place on 28 June 2011 by the Board pursuant to the
authorisation granted by the Combined Ordinary and Extraordinary
General Meeting of shareholders of 24 May 2011, had been met
in full. Consequently, the shares are vested by the beneficiaries
present with effect from 28 June 2013. The beneficiaries were
thus allocated a total of 259,993 shares on this date.
Performance share plan of 11 June 2014
The beneficiaries are the managing corporate officers, the executive
managers, the managers and similar of the French companies
and certain members of employee steering committees of the
foreign subsidiaries.
The fair value of these performance plans was recognised
in shareholders’ equity for an amount of €789 thousand at
31 December 2013 with a corresponding staff cost in the income
statement.
The split between the beneficiaries is made based on objective
criteria and pursuant to the AFEP/MEDEF code of corporate
governance, all allocations of free shares being subject to
performance conditions that are applicable to all beneficiaries.
No change was recorded during the year.
The performance conditions are based on changes in the Group’s
consolidated economic value (incorporating concepts of EBITDA
and net borrowings) in 2014 and 2015 or on changes in the
stock market value.
c)
Free allocation on 26 November 2013 by the SAS
GALILÉE of shares in its company (creation of new
shares) to employees of its subsidiary LE BÉLIER
The fair value of this plan was recognised in shareholders’ equity
for an amount of €267 thousand at 31 December 2014 (compared
with €23 thousand at 31 December 2013) with a corresponding
staff cost in the income statement.
I
3
Shares acquired free of charge must be retained by the beneficiary
in registered form for a period of two years with effect from the
vesting date.
PERFORMANCE SHARES ALLOCATED TO EMPLOYEES AND/OR MANAGING CORPORATE OFFICERS:
SITUATION AT 31 DECEMBER 2014
Date of EGM
authorisation
22/05/2014
Date of Board Total number
of Directors
of shares
meeting
granted
11/06/2014
130,675
of which,
to corporate
officers
39,688
of which,
Total
Date of end
to top 10
number of
Vesting of retention
Performance
employees beneficiaries
date
period
conditions
46,007
119 11/06/2016 11/06/2018 Economic value
(basis: EBITDA,
net borrowings)
The fair value of this plan is recognised in shareholders’ equity for an amount of €1,045 thousand at 31 December 2014 with a
corresponding staff cost in the income statement.
2014 ANNUAL REPORT
67
3
CONSOLIDATED FINANCIAL STATEMENTS
AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2014
In accordance with the provisions of Article L.225-197-1 II of
the French Commercial Code, it was decided at various Board
meetings that the managing corporate officers must retain in
registered form until such time as they cease to fulfil their functions
15% of the free shares allocated to them.
3.2.11.3.
TREASURY SHARES
At 31 December 2014, the Group held 512,556 Le Bélier shares
amounting to €5,668 thousand (compared with 403,677 shares
amounting to €3,075 thousand at 31 December 2013).
3.2.11.4.
DIVIDENDS PAID AND PROPOSED
At the General Meeting of 22 May 2014, it was agreed to distribute
a dividend out of 2013 earnings for an amount of €2,101 thousand,
which was paid on 12 June 2014.
The Board of Directors meeting of 24 March 2015 proposed the
distribution of a dividend out of 2014 earnings, for an amount
of €0.50 per share, which will be put to the vote at the General
Meeting of 21 May 2015.
In accordance with IAS 32, these treasury shares are recognised
as a deduction from shareholders’ equity.
3.2.12.
Long-term borrowings
3.2.12.1.
CHANGES IN BORROWINGS DURING THE YEAR
Long-term borrowings
■
Equipment finance leases
■
Property finance leases
■
Bank loans(1)
Other borrowings
■
Other borrowings
■
Repayable advance
TOTAL MEDIUMAND LONG-TERM BORROWINGS
31/12/2013
43,671
2,547
4,763
36,361
0
0
0
43,671
Changes
in scope
6
6
Translation
differences
1
1
Increases
39,093
1,547
8,538
8,538
0
37,546
0
8,544
1
39,093
Decreases
(17,463)
(888)
(365)
(16,210)
(8,538)
(8,538)
31/12/2014
65,308
3,213
4,398
57,697
0
0
0
(26,001)
65,308
(1) Impact of hedging instruments on the amount of borrowings: there were no longer any debt fair value hedges at either 31 December 2013 or 31 December 2014.
3.2.12.2.
MATURITY ANALYSIS OF BORROWINGS
Long-term borrowings
Equipment finance leases
■
Property finance leases
■
Bank loans(1)
Other borrowings
■
Other borrowings
■
Repayable advance
TOTAL LONG-TERM BORROWINGS
■
31/12/2014
65,308
3,213
4,398
57,697
0
Due within
1 year
17,428
1,130
382
15,916
0
Due within
1 to 5 years
43,585
2,083
1,720
39,782
0
Due in more
than 5 years
4,295
65,308
17,428
43,585
4,295
2,296
1,999
0
(1) Covenants.
During the year, the Group finalised the negotiation of
€37,546 thousand of new loans recognised in bank loans,
including €21,346 thousand in Hungary and €16,200 thousand
in France, and new finance leases were put in place for an
amount of €1,547 thousand (€1,347 thousand in Mexico and
€200 thousand in France).
Certain loan agreements entered into by the Group contain clauses
for early repayment in the event of failure to comply with certain
68
2014 ANNUAL REPORT
financial ratios calculated on the basis of the annual financial
statements, i.e. at 31 December 2014.
In compliance with IAS 1, Presentation of Financial Statements,
any borrowings due in more than one year that do not meet
these ratios would be reclassified in “Current portion of longterm borrowings”.
At 31 December 2014, all covenants were met.
CONSOLIDATED FINANCIAL STATEMENTS
AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2014
3.2.12.3.
ANALYSIS OF LONG-TERM BORROWINGS BY REPAYMENT CURRENCY, AFTER IMPACT OF HEDGING
Euros
Dollars
TOTAL
31/12/2014
65,308
0
65,308
31/12/2013
43,671
0
43,671
31/12/2014
53,402
4,295
57,697
31/12/2013
31,112
5,249
36,361
31/12/2014
65,309
0
65,309
13,221
78,530
(39,350)
39,180
31/12/2013
43,671
0
43,671
8,952
52,623
(44,231)
8,392
31/12/2014
Net
(924)
(56)
811
(384)
182
263
336
596
0
824
1,986
(1,162)
31/12/2013
Net
(986)
(50)
649
(754)
183
482
706
0
(218)
12
1,423
(1,411)
3.2.12.4.
ANALYSIS OF LONG-TERM BANK BORROWINGS BY INTEREST RATE TYPE
Fixed rates
Variable rates
TOTAL
3.2.12.5.
NET BORROWINGS
Long-term borrowings
Impact of fair value hedges
Current bank facilities and short-term financing
TOTAL GROSS BORROWINGS
Short-term investment securities and cash
TOTAL NET BORROWINGS
3.2.13.
3
Deferred tax assets and liabilities
Finance leases
Measurement of non-current assets and depreciation and amortisation
Employee benefits
Other temporary differences
Other
Capitalisation of tax losses
Capitalisation of tax credit - Serbia
Capitalisation of tax losses - Mexico
Recognition of deferred tax liabilities - Mexico
TOTAL NET AMOUNT
Total deferred tax assets
Total deferred tax liabilities
During the year, the Group recorded income of €511 thousand in
profit or loss and a credit of €22 thousand in shareholders’ equity.
Given the earnings trend and the favourable outlook, a deferred
tax asset has been recognised:
❯ in Serbia, for an amount of €501 thousand at 31 December
2014, of which €336 thousand relates to investment tax credits,
compared with an amount of €830 thousand at 31 December
2013, of which €706 thousand related to investment tax credits;
❯ in respect of one of the two subsidiaries in Mexico, where the
tax losses were capitalised for the first time during the year, for
an amount of €596 thousand at 31 December 2014.
The Group did not recognise a deferred tax asset on the tax losses
over and above the net amounts of the deferred tax liabilities
for the French entities and the other Mexican subsidiary (when
they are chargeable among themselves), as it considered their
utilisation in the short term unlikely.
❯ In France, tax losses that did not give rise to a deferred tax
asset amounted to €30,241 thousand at 31 December 2014.
Deferred tax losses may be carried forward indefinitely.
❯ In Mexico, tax losses that did not give rise to a deferred tax asset
amounted to €12,152 thousand at 31 December 2014. Deferred
tax losses can be carried forward for a maximum of 10 years.
2014 ANNUAL REPORT
69
3
CONSOLIDATED FINANCIAL STATEMENTS
AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2014
Maturity analysis of deferred tax assets not recognised:
Year
2017
2018
2019
2023
2024
Indefinite
Amount (in thousands of euros)
283
1,423
864
443
633
10,080
3.2.14.
Provisions
3.2.14.1.
CHANGES DURING THE YEAR
Provisions for contingencies
and expenses
Customer/supplier disputes
Staff disputes
Employee benefits(1)
Manpower plan and restructuring
Tax provisions
TOTAL
of which, current operating income
of which, other operating income
and expenses (restructuring)
31/12/2013
176
129
2,407
0
84
2,796
Translation
differences
2
(1)
(19)
(1)
(19)
Other
changes(1)
Additions
Reversals
(provision
utilised)
667
25
171
(72)
(102)
196
196
(40)
(214)
(214)
667
Reversals
(provision
not utilised)
(23)
(23)
(23)
31/12/2014
178
81
3,124
0
20
3,403
(1) Other changes relate to employee benefits and consist of €87 thousand of financial expenses recognised in the income statement and €586 thousand of
actuarial gains and losses recognised directly in shareholders’ equity.
There were no other disputes in existence at 31 December 2014 that might materially affect the financial statements for the year ended
31 December 2014.
3.2.14.2.
MATURITY ANALYSIS OF PROVISIONS
Provisions for contingencies and expenses
Customer/supplier disputes
Staff disputes
Employee benefits
Manpower plan and restructuring
Tax provisions
TOTAL
70
2014 ANNUAL REPORT
31/12/2014
178
81
3,124
20
3,403
Current portion
Due within
1 year
178
81
Non-current portion
Due in more
than 1 year
3,124
20
279
3,124
CONSOLIDATED FINANCIAL STATEMENTS
AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2014
3.2.15.
3.2.15.2.
Employee benefits
MEASUREMENT ASSUMPTIONS FOR THE TWO MAIN
COUNTRIES (FRANCE AND HUNGARY)
Employee benefits essentially consist of lump-sum retirement
payments as well as termination benefits.
Actuarial assumptions
The breakdown of the provision at 31 December 2014 was as
follows:
Date of the actuarial
measurement of commitments:
31/12/2014
❯ lump-sum retirement payments
❯ termination benefits
❯ other long-term benefits
Data extraction date:
31/10/2014
Life expectancy table:
TPGF05 and TPGH05
Discount rate:
1.70% for France
(3.30% in 2013);
€2,398 thousand;
€726 thousand;
€0 thousand.
The assumptions used when calculating pension commitments
are explained below.
3.2.15.1.
5.60% for Hungary
(5.60% in 2013).
MEASUREMENT
The commitment is calculated using the projected unit credit
method as recommended by IAS 19 Amended.
For France, the discount rate used is the iBoxx rate for AA-rated
Eurozone corporate bonds adjusted for the duration of the Group’s
commitments.
For Hungary, it is based on the central bank’s intervention rates
for bonds of 10 years or more.
Category-related assumptions
Pensions (France and Hungary)
Country
Category
Executives
France
Non-executives
Hungary
Women
Men
Pension rights
Metallurgy engineers
and executives
Metallurgy
Gironde Landes
Le Bélier Hungary table
Le Bélier Hungary table
Retirement age
Nature of
retirement
( )
*
Voluntary
( )
*
Voluntary
65 years
65 years
Voluntary
Voluntary
Employer’s
contributions
FAB: 50.0%
LB: 45.0%
FAB: 43%
LB: 40%
27%
27%
3
Wage increase
FAB: 1.5%
LB: 1%
FAB: 1.5%
LB: 1%
3%
3%
(*) Retirement age for France:
Executives: Born in 1951 or earlier: 63 years
Born in 1952 or later: 64 years
Non-executives: Born in 1951 or earlier: 60 years
Born between 1952 and 1954: 61 years
Born in 1955 or later: 62 years
The rights are those prevailing in 2014.
The Group has no commitments in respect of its staff in China.
The plans covered by this measurement are not funded.
3.2.15.3.
ASSUMPTIONS FOR MEXICO
In Mexico, measurement is made in accordance with the NIF-D3
standard, which is similar in terms of both terminology and rules
to the IASB and FASB international standards.
The following assumptions were used:
❯ discount rate: 7.40% (7.85% in 2013);
❯ wage increase: between 4% and 5.80%.
2014 ANNUAL REPORT
71
3
3.2.15.4.
CONSOLIDATED FINANCIAL STATEMENTS
AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2014
CHANGE IN THE GROUP’S COMMITMENTS
CHANGE IN THE COMMITMENT (DEFINED BENEFIT OBLIGATION)
Opening commitment
Cost of services rendered
Interest expense
Actuarial losses/(gains)
Services paid during the year
Plan amendments
Plan reductions/liquidations
Translation differences
Closing commitment
ANALYSIS OF THE CHARGE FOR THE YEAR
Cost of services rendered
Interest expense
Amortisation of past services
Losses/(gains) on plan reductions
Expense/(income) for the year
CHANGE IN PROVISION
Opening provision
Impact of IAS19 Amended recorded in equity
Expense/(income) for the year
Actuarial losses/(gains) recorded in equity
Actuarial losses/(gains) recorded in profit or loss
Services paid during the year
Translation differences
Closing provision
The impact on the 2014 profit or loss is recognised:
❯ in “net charges to provisions”: charge of €69 thousand;
❯ in “other financial income and expense”: charge of €81 thousand.
72
2014 ANNUAL REPORT
2014
2013
2,407
171
81
586
(102)
0
0
(19)
3,124
2,552
192
87
(241)
(107)
0
(63)
(13)
2,407
171
81
0
0
252
192
87
0
(63)
216
2,407
0
252
586
0
(102)
(19)
3,124
2,552
0
216
(241)
0
(107)
(13)
2,407
The total amount of actuarial gains and losses recognised directly
in equity (before deferred tax) amounts to:
❯ €586 thousand at 31 December 2014;
❯ (€241) thousand at 31 December 2013.
CONSOLIDATED FINANCIAL STATEMENTS
AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2014
3.2.16.
Other non-current liabilities: investment grants
Hungary
TOTAL INVESTMENT GRANTS
3.2.17.
31/12/2013
555
555
Change in
scope
1,975
1,975
Translation
differences
(47)
(47)
Increases
0
Reversals
(199)
(199)
31/12/2014
2,284
2,284
Other current liabilities
Operating liabilities
Customer advances
Tax and social security liabilities(1)
Other liabilities
Deferred income(2)
OTHER CURRENT LIABILITIES
31/12/2014
915
11,477
1,114
2,334
15,840
31/12/2013
1,143
8,948
1,381
2,362
13,834
31/12/2014
13,221
17,429
30,650
31/12/2013
8,952
13,553
22,505
(1) Including current tax liabilities.
(2) Deferred income mainly relates to provisions for the replacement of certain tooling moulds.
3.2.18.
3
Financial liabilities – current portion
Bank overdrafts
Current portion of long-term borrowings
TOTAL
Also see Note 3.2.12.
2014 ANNUAL REPORT
73
3
CONSOLIDATED FINANCIAL STATEMENTS
AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2014
4.
Other information
4.1.
Segment information
4.1.1.
Key figures by segment
In managing its activities, the Group is organised into operating
units based on the location of its production sites and, above all,
the location of its customers:
❯ the European sites (France, Hungary and Serbia) for European
customers;
❯ the Mexican sites for American customers;
❯ the Chinese sites for customers from the Asia region.
I
Inter-segment flows are recognised using transfer prices based
on market prices.
Europe
176,540
(160,602)
15,938
(987)
14,951
Outside Europe
89,266
(80,121)
9,145
Inter-segment
eliminations
(7,057)
7,047
(10)
9,145
(10)
21,970
5,623
27,593
(8,056)
(3,040)
(11,096)
609
25
634
Europe
172,634
(157,526)
15,108
451
15,559
Outside Europe
71,423
(65,938)
5,485
Inter-segment
eliminations
(7,799)
7,777
(22)
5,485
(22)
10,403
6,959
17,362
(8,844)
(2,547)
(11,391)
Total
258,749
(233,676)
25,073
(987)
24,086
(2,234)
(5,081)
16,771
INCOME STATEMENT
2013
Revenue
Charges
Current operating income
Other operating income and expenses
Operating profit
Net financial income (expense)
Corporation tax
Net income
Other information
Investments
Net charge for depreciation
and amortisation
Net charge to impairment provisions
for non-current assets
74
The Mexican and Chinese operating units are included within the
“Outside Europe” segment. These operating units have common
features, particularly in terms of customer types.
INCOME STATEMENT
2014
Revenue
Charges
Current operating income
Other operating income and expenses
Operating profit
Net financial income (expense)
Corporation tax
Net income
Other information
Investments
Net charge for depreciation
and amortisation
Net charge to impairment provisions
for non-current assets
I
Group management treats these operating units on a standalone basis for the purposes of monitoring their performance and
allocating resources. The tables below provide a reconciliation
between the indicators used to measure segment performance,
in particular the operating profit, and the consolidated financial
statements. Borrowings, net financial income or expense and
corporation tax are monitored at Group level, i.e. they are not
allocated to the individual segments.
2014 ANNUAL REPORT
43
Total
236,258
(215,687)
20,571
451
21,022
(1,565)
(3,769)
15,688
43
CONSOLIDATED FINANCIAL STATEMENTS
AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2014
I
STATEMENT OF FINANCIAL POSITION
31/12/2014
SEGMENT ASSETS
Net non-current assets
Inventories and receivables
Other assets (unallocated)
TOTAL ASSETS
SEGMENT LIABILITIES
AND SHAREHOLDERS’ EQUITY
Trade payables
Deferred tax liabilities (unallocated)
Other liabilities (unallocated)
Borrowings (unallocated)
Shareholders’ equity (unallocated)
TOTAL LIABILITIES
AND SHAREHOLDERS’ EQUITY
I
Europe
Outside Europe
Inter-segment
eliminations
59,729
71,294
27,490
36,832
(111)
(19,603)
87,108
88,523
58,473
234,104
29,684
22,712
(11,176)
41,220
1,184
21,505
78,530
91,665
Total
234,104
STATEMENT OF FINANCIAL POSITION
31/12/2013
SEGMENT ASSETS
Net non-current assets
Inventories and receivables
Other assets (unallocated)
TOTAL ASSETS
SEGMENT LIABILITIES
AND SHAREHOLDERS’ EQUITY
Trade payables
Deferred tax liabilities (unallocated)
Other liabilities (unallocated)
Borrowings (unallocated)
Shareholders’ equity (unallocated)
TOTAL LIABILITIES
AND SHAREHOLDERS’ EQUITY
4.1.2.
Europe
Outside Europe
Inter-segment
eliminations
43,855
65,193
17,355
19,508
(123)
(13,730)
61,087
70,971
49,246
181,304
23,485
13,191
(6,160)
30,516
1,411
17,185
52,623
79,569
3
Total
181,304
Revenue by main customers
Revenue can be analysed as follows:
2014
In millions of euros
TRW
Continental Teves
Borg Warner
Other(1)
TOTAL REVENUE FOR 2014
2013
65.7
59.6
19.6
113.8
258.7
25%
23%
8%
44%
100%
64.1
63.6
16.8
91.7
236.3
27%
27%
7%
39%
100%
(1) In 2014, the revenue generated by the HDPCI group (included in the consolidation scope with effect from the end of July) is included in the line “Other customers”.
4.1.3.
Key figures relating to French
and foreign operations
❯ Revenue:
❯ Non-current assets (goodwill, intangible assets, property, plant
and equipment, non-current financial assets and deferred tax
assets) :
■
revenue generated from French groups totalled
€20,220 thousand in 2014 (€18,640 thousand in 2013);
■
n o n - c u r re n t a s s e t s l o c a t e d i n F r a n c e t o t a l l e d
€25,303 thousand in 2014 (€12,844 thousand in 2013);
■
revenue generated from foreign groups totalled
€238,529 thousand in 2014 (€217,618 thousand in 2013).
■
non-current assets located outside France
totalled €78,514 thousand in 2014 (€50,474 thousand in 2013).
2014 ANNUAL REPORT
75
3
CONSOLIDATED FINANCIAL STATEMENTS
AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2014
4.2.
Transactions involving financial
instruments: hedging and currency
instruments
The financial instruments used by the Le Bélier Group are managed
centrally. Their purpose is to reduce the Group’s exposure to
currency risk on future cash flows from its transactions and
the risk of interest rate changes on cash flows arising on its
4.3.
borrowings. The financial instruments used have no speculative
objective whatsoever. The policy in respect of such instruments
is unchanged from that at 31 December 2013.
At 31 December 2014, like at 31 December 2013, there were no
hedging or currency financial instruments concerning purchases
or sales.
Exchange rates used for translation of foreign currency items
Changes in the exchange rates used to translate data relating to the foreign subsidiaries were as follows:
Statement of financial position closing rate
For 1 euro
Hungary (HUF)
Mexico (MXN)
China (CNY)
Serbia (RSD)
USD
4.4.
31/12/2014
314.8900
17.8679
7.5358
120.9583
1.2141
31/12/2013
296.9100
18.0731
8.3491
114.6421
1.3791
Income statement average rate
2014
308.7365
17.6839
8.1866
117.2772
1.3286
Income
statement
accounts
4.0%
4.3%
0.3%
3.7%
0.0%
Off-balance sheet commitments
OFF-BALANCE SHEET COMMITMENTS RELATING TO THE GROUP
CONSOLIDATION SCOPE
Off-balance sheet commitments relating to Group financing
■
Debts accompanied by guarantees:
Business goodwill pledges
Equipment pledges
Securities pledges
Commitment to pledge securities
Mortgages on buildings
■
Other commitments given:
Guarantees and pledges to banks
■
Commitments received:
OSEO guarantee
Bank guarantees
Unutilised medium-term loan
Unutilised short-term loan
Third-party guarantees
Off-balance sheet commitments relating to the Group’s operating activities
■
Commitments given:
Supplier guarantees and pledges
■
Commitments received:
Third-party guarantees
■
Contractual obligations
Operating leases - equipment
Operating leases - property
Firm orders for non-current assets
Firm orders for raw materials (net of customer commitments)
Finance leases: minimum expected future lease payments
76
2013
296.9702
16.9567
8.1651
113.0652
1.3280
Change
Statement
of financial
position accounts
6.1%
-1.1%
-9.7%
5.5%
-12.0%
2014 ANNUAL REPORT
31/12/2014
31/12/2013
352
32,955
572
1,500
24,362
762
58
530
5,169
815
924
2,262
8,000
58
8,377
530
8,183
5,963
1,864
502
828
33
3,520
10,406
8,637
962
13
7,937
12,135
8,536
CONSOLIDATED FINANCIAL STATEMENTS
AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2014
4.5.
Related parties
❯ in the statement of financial position as follows: €396 thousand
4.5.1.
Relations with Le Bélier Participations,
GALILÉE and COPERNIC
There were no significant transactions with Galilée or Copernic
that impacted the profit for the year.
in trade receivables and €57 thousand in trade payables.
On 9 October 2013, Galilée, 99,99%-owned by Le Bélier
Participations, purchased FCDE’s stake in the share capital of
Copernic.
There were no payables or receivables between the Group and
Galilée or Copernic.
4.5.2.
This operation had no impact on control of the Le Bélier Group,
which is still exercised by the Galland family group. The AMF was
informed accordingly.
Compensation paid to the directors
In accordance with IAS 24, compensation paid to the members
of the Board of Directors recognised in the income statement for
the year ended 31 December 2014 was as follows:
As a result of this operation, the Galland family group did not
breach any shareholding thresholds and stated that, on 9 October
2013, it held directly and indirectly via the simplified limited liability
companies Le Bélier Participations et Copernic that it controls,
3,809,527 Le Bélier shares representing the same number of voting
rights, i.e. 57.88% of the Company’s share capital and voting
rights (based on share capital consisting of 6,582,120 shares
representing the same number of voting rights pursuant to
the second paragraph of Article 223-11 of the AMF’s General
Regulations).
❯
❯
❯
❯
❯
€1,134 thousand(1);
Short-term benefits:
Post-employment benefits:
0;
Other long-term benefits:
0;
Termination benefits:
0;
IFRS2 charge for the year:
€317 thousand.
Also:
❯ provisions for employee benefits included lump-sum retirement
payments of €49 thousand and termination benefits of
€419 thousand in respect of the directors;
The abovementioned operations gave rise to an AMF notice no.
214C0375 dated 11 March 2014.
3
❯ in 2014, the members of the Board of Directors benefited from
Transactions with LBP and its subsidiaries are recognised:
a plan for the allocation of 39,688 shares, not yet vested at the
end of the reporting period.
❯ in the income statement for the year as follows: €32 thousand
in expenses in respect of administrative services and
€302 thousand in income in respect of sales of cast parts;
4.6.
Statutory auditors fees
Le Bélier Group audit fees
(in euros)
AUDIT
Statutory audit and
certification of parent company
and consolidated financial
statements
■
issuer
■
fully-consolidated
subsidiaries
Services directly related
to the statutory audit
■
issuer
■
fully-consolidated
subsidiaries
Sub-total
OTHER SERVICES
Legal, tax, staff
■
issuer
■
fully-consolidated
subsidiaries
TOTAL
Cabinet Ernst & Young
Amount (excl. VAT)
%
2014
2013
2014
ACEFI CL
Amount (excl. VAT)
%
2013
2014
2013
2014
Other
Amount (excl. VAT)
%
2013
2014
2013
2014
2013
225,163
83,500
157,144
71,500
75.4%
28.0%
91.8%
41.8%
116,500
76,500
107,200
64,700
100.0%
65.7%
100.0%
60.4%
54,197
0
57,068
0
75.9%
0.0%
67.4%
0.0%
141,663
85,644
47.4%
50.0%
40,000
42,500
34.3%
39.6%
54,197
57,068
75.9%
67.4%
73,500
73,500
13,976
13,976
24.6%
24.6%
8.2%
8.2%
0
0
0
0
0.0%
0.0%
0.0%
0.0%
0
0
0
0
0.0%
0.0%
0.0%
0.0%
0
298,663
0
171,120
0.0%
100.0%
0.0%
100.0%
0
116,500
0
107,200
0.0%
100.0%
0.0%
100.0%
0
54,197
0
57,068
0.0%
75.9%
0.0%
67.4%
0
0
0
0
0.0%
0.0%
0.0%
0.0%
0
0
0
0
0.0%
0.0%
0.0%
0.0%
17,191
0
27,659
0
24.1%
0.0%
32.6%
0.0%
0
0
0.0%
0.0%
0
0
0.0%
0.0%
298,663 171,120 100.0% 100.0% 116,500 107,200 100.0% 100.0%
17,191
71,388
27,659
24.1%
32.6%
84,726 100.0% 100.0%
(1) Of which, €180 thousand of attendance fees paid in 2014 in respect of 2013.
2014 ANNUAL REPORT
77
3
CONSOLIDATED FINANCIAL STATEMENTS
AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2014
4.7.
Financial risk management objectives
and policies
4.7.1.
Interest rate and currency risk
The Group’s exposure to variable interest rates before and after
interest-rate hedging is as follows:
Long-term bank borrowings
at variable interest rates in KE
At 31/12/2014
At 31/12/2013
The financial instruments used by the Le Bélier Group are managed
centrally. Their purpose is to reduce the Group’s exposure to
currency risk on future cash flows from its transactions and the risk
of interest rate changes on cash flows arising on its borrowings.
The financial instruments used have no speculative objective
whatsoever.
Based on the borrowings at variable interest rates after hedging
at 31 December of each year, the sensitivity to interest rate risk,
i.e. the change in the amount of financial expenses resulting from
a 1% shift in interest rates, is:
INTEREST RATE RISK
The Group’s policy is to give preference to fixed-rate loans. If
market conditions prevent the application of this priority, the loan
is indexed to a variable Euribor or US dollar Libor rate.
❯ +/- €43 thousand at 31 December 2014;
❯ +/- €52 thousand at 31 December 2013.
The Group uses several types of instruments to optimise its
financial charges and manage the split between fixed-rate and
variable-rate borrowings.
Variable-rate borrowings
6-month Euribor
3-month Euribor
3-month US dollar Libor
TOTAL
4.7.1.2.
Interest rate types for variable-rate borrowings:
31/12/2014
0
4,295
0
4,295
Risk on operating cash flows denominated in a currency other
than the functional currency:
made from local suppliers and of staff costs;
and Serbia is the euro.
The Group’s exposure to currency risk is as follows:
USD
HUF
Consolidated risk
MXN
RSD
CNY
42,356
(26,089)
16,267
(163)
(30,520)
(30,520)
305
(9,502)
(9,502)
95
(9,174)
(9,174)
92
46,776
(40,534)
6,242
(62)
Note: the sensitivity analysis is calculated based on the assumption
of a 1% shift in the same direction for each currency.
78
2014 ANNUAL REPORT
8%
92%
0%
100%
❯ for sales: for the record, the billing currency of both Hungary
In thousands of euros
Sensitivity +1% (euro up)
31/12/2013
425
4,824
0
5,249
0%
100%
0%
100%
❯ for purchases: in Hungary, hedging in local currency of purchases
CURRENCY RISK
Currency risk on borrowings: Group policy dictates that any
borrowings entered into by a Group company must be in that
entity’s functional currency.
2014
Currency
Operations
Revenue
Payroll, premises, taxes, etc.
After hedging
4,295
5,249
At 31 December 2014, like at 31 December 2013, the Group no
longer had any interest rate hedges.
Le Bélier’s interest rate and currency risk policy is described below.
4.7.1.1.
Before hedging
4,295
5,249
At 31 December 2014, like at 31 December 2013, there were no
currency hedging instruments in force pertaining to purchases
or sales.
CONSOLIDATED FINANCIAL STATEMENTS
AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2014
4.7.2.
Liquidity risk
Outside France, loans and borrowings entered into in Hungary
(€24.9 million at 31 December 2014) include financial covenant
clauses that must be met and which are calculated on the basis
of the full-year consolidated financial statements:
❯ free cash flow (after investments) + gross cash > 0;
❯ net borrowings/EBITDA < 2.5;
❯ net borrowings/equity < 2.5.
4.7.3.
Credit risk
Credit risk on customers is managed by each operational line in
accordance with the credit risk management policies, procedures
and controls put in place by the Group.
We pay special attention to our customers in terms of settlement
risk and periods.
For our major customers, in our opinion, their size and global and
strategic positioning helps reduce their insolvency risk.
At 31 December 2014, these covenants were met.
In France, one of the borrowings entered into during the year
(€2.4 million at 31 December 2014) includes a financial covenant
clause that must be met and which is calculated on the basis of
the full-year consolidated financial statements:
❯ net borrowings/EBITDA < 2.5.
At 31 December 2014, this covenant was met.
The Group expects to be in a position to meet its financial
obligations over the next 12 months.
3
2014 ANNUAL REPORT
79
80
2014 ANNUAL REPORT
Le Bélier - Plantier de la Reine
BP 103 33240 Vérac France
Tél. : 00(0)557 550 300
lebelier.com