ANNUAL Report
LE BELIER - 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
1
2
GROUP PRESENTATION
4
Combined ordinary and extraordinary general meeting of 23 May 2013
> Management report for the year ended 31 december 2012
13
> 2012 report on corporate social responsability (csr)
37
> Consolidated financial statements and notes for the year
ended 31 december 2012
49
REPORT ON CORPORATE SOCIAL
RESPONSABILITY
Group presentation
Consolidated financial
statements and notes for
the year ended
PAGES
Management report
31 DECEMBER 2012
ANNuaL Report
Group profile
A global player in the automotive industry.
e225.3 million revenue
45,000€tonnes sold
7 Worldwide production sites
88% of total revenue delivered outside France
42% worldwide market share in braking systems
2,393 employees at 31 December 2012
History
4
1961
Foundry set up in Vérac in south-west France to manufacture parts for the railway
and electrical industries
1981
Aluminium safety parts developed for cars
1994
Company embarks on its international expansion with the acquisition
of a majority stake in a foundry in Hungary
1999
Initial public offering of Le Bélier on the Second Market of the Paris Bourse
2003
Changes made to the company’s administration with the adoption of the
conventional system of corporate governance for French limited liability companies
2004
10.6 million capital increase via a public issue
2006
3-year plan implemented by the new management team
2008
Le Bélier completes its industrial restructuring in accordance with the 2006-2008
roadmap
2009
Major global economic crisis
Slump in worldwide automotive market
Group response involves a highly flexible organisation
2010
e12 million capital increase
2011
Le Bélier outperforms its market
2012
Record tonnage of 45,000 tonnes
Chairman’s message
Message from the CEO
To the shareholders,
Buoyant sales activity
In a still difficult economic climate, once again
Le Bélier displayed a strong profile during
the year, featuring solid performances. New
markets and customers won, especially in Asia,
for suspension products, underline the Group’s
progress on both the technical and commercial
fronts.
With 2012 revenue of e225.3 million (+3.3%
when adjusted for LME prices), Le Bélier
outperformed its reference markets: Americas
(+43%), Asia (+13%) and even Europe
(-7% while the market contracted by 10%).
Consequently, the operating profit came to
€19.0 million, boosting the operating margin by
0.2pp, while the Group maintained a high level
of investment due to new products being put
into production and also continued its R&D
effort. Reducing its debt/equity ratio to 31%,
the Group benefits from a strong financial
structure.
Buoyed by these performances, and confident
in its ability to achieve further growth over
the medium term, the Board of Directors will
propose to the next General Meeting to resume
dividend payments.
Our economic model, presence on the three
major continents and technological expertise
are all strengths that provide us with a solid
foundation for the future, especially as the
market trend towards lighter vehicles remains
very much in our favour.
2012 represents the 3rd consecutive year of
growth in our key economic and financial
ratios. The commercial position remains even
more remarkable, with programme acquisitions
totalling e296 million (total revenue over the
life of the programmes), exceeding the objective
we had set ourselves of e275 million.
Philippe Galland,
Chairman
Philippe Dizier,
CEO
Le Bélier is building its future with an increasing
number of customers who are putting their
trust in us. Our investment programmes will
remain significant in the years ahead, in the
region of e15-20 million, in order to cover
the needs in respect of new products and to
strengthen our operating performance through
innovation. We will thus continue to focus
heavily on development activities, with the aim
of increasing the technological content of our
offering to meet the market’s needs for lighter
vehicles and lower CO2 emissions.
For 2013, the weak European market calls for
us to exercise extreme caution, although we are
maintaining our objective of slight growth for
Le Bélier. Given the substantial development
spend in respect of new products against a
backdrop of weak growth, we anticipate a
weaker economic performance than that in
2012.
While we feel that the objective of 47,000 tonnes
will be difficult to achieve for 2013, we remain
confident in our medium-term growth prospects.
5
Key figures
Revenue in eM
Revenue by product family
225.0
212.1
Other
14%
225.3
196.2
Chassis
Structure
10%
152.6
Braking
systems
63%
Turbo systems
13%
0
2008
2009
2010
2011
2012
Current operating income in eM
18.8
Revenue by production region in 2012
19.4
Mexico
16 %
15.2
5.5
5.6
2008
2009
Europe
69 %
(of which,
France 14 %)
China
15 %
0
2010
2011
2012
Group share of net income in eM
12.7
Average workforce (including temporary workers)
13.6
2,895
10.0
2,125
-12.2
-1.4
2008
2009
2,253
2,359
2,405
2011
2012
0
2010
2011
2012
0
2008
6
2009
2010
Net Debt in €M
Shareholders’equity in €M
67.6
65.4
57.6
50.9
43.6
30.6
25.1
22.0
21.1
20.1
2011
2012
0
0
2008
2009
2010
2011
2008
2012
Investments in €M
2009
2010
Free Cash Flow in €M
15.7
15.3
12.7
1.4
11.0
10.0
6.9
6.2
3.5
2.8
0
0
2008
2009
2010
2011
2012
2008
2009
2010
2011
2012
Key consolidated data
In eMillions
2008
2009
2010
2011
2012
Revenue
212.1
152.6
196.2
225.0
225.3
5.5
5.6
15.2
18.8
19.4
% of revenue
2.6 %
3.6 %
7.8 %
8.4 %
8.6 %
Net income
-12.2
-1.4
10.0
12.7
13.6
-5.7 %
-0.9 %
5.1 %
5.6 %
6.1 %
EBITDA
20.4
15.8
27.4
33.6
32.8
Cash flow
10.1
7.7
21.0
27.1
26.9
4.8 %
5.0 %
10.7 %
12.1 %
12.0 %
Shareholders equity
25.1
22.0
43.6
Net debt
67.6
145.8
Current operating income
% of revenue
% of revenue
Total Assets
(1)
50.9
65.4
57.6
30.6
21.1
20.1
132.1
156.0
153.0
161.3
(1) Le Bélier staged a €12.3 million capital increase in August 2010.
7
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
This department is participates to the product design with
our customers, even undertakes the entire definition through
feasibility and rheology studies and calculations of mechanical
resistance.
This activity covers a number of technologies, including:
> 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.
Machining
Tool-making
The mechanical and tool-making design department define
upfront the tools needed for the mass production of parts.
Foundry
This transformation process involves casting a liquid metal
or alloy in a mould in order to reproduce a specific part, after
cooling.
Revenue by activity in 2012
Machining
11.7 %
Foundry
81.2 %
Tool-making
4.7 %
Other*
2.4 %
This manufacturing technique produces high-precision
mechanical parts.
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.
L’aluminium
A fundamental trend in the automotive industry
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.
* Billing of services
Le Bélier’s business characteristics
> The structure of its order book for large automotive production runs: 3 to 7 year
commitments, generally linked to vehicle lifespans.
> It is awarded contracts 1 to 3 years prior to the 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.
R&D
Le Bélier has had its own integrated R&D department since 1993 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.
8
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.
Highlights of the year
Le Bélier posted strong results in a still difficult economic climate in 2012. The increase in
volumes (45,000 tonnes sold in 2012), the proportion of higher added value products and
the ongoing cost-reduction efforts helped strengthen the Group’s financial performance.
In 2012, Le Bélier recorded consolidated revenue of e225.3 million compared with
e225.0 million in 2011, penalised in the last quarter by a depressed European market and
the significant stock-reduction policy pursued by its customers in the month of December,
while the Group outperformed its reference markets in North America (+25pp) and Asia
(+6pp).
Key figures for the year
A stronger financial structure
> Activity up 3.3% (adjusted for lme prices) with a
record 45,000 tonnes sold in 2012.
The Group further strengthened its financial structure. At
31 December 2012, net borrowings stood at e20.1 million,
down from e21.1 million one year earlier. Shareholders’ equity
came to e65.4 million, giving gearing of 31% compared with
41% at end-2011.
Free cash flow totalled e2.8 million compared with
e12.7 million in 2011, reflecting delayed customer settlements
of e5.2 million.
> ebitda represented 14.6% of revenue.
> Current operating profit up 3.0% to e19.4 million,
giving an operating margin of 8.4% compared with
8.2% in 2011. this performance reflects the ongoing
cost-reduction efforts even though the group
maintained a high level of industrial investments
(e15.2 million vs. e11 million in 2011) due to new
products being put into production and continued
its development effort.
New business won in 2012
With e296 million of new orders won in 2012 (total revenue
over the life of the programmes), the Group exceeded its target
for the year of e275 million.
> Net profit grew by 7.4% to e13.6 million.
2013: Further growth
The Group remains confident in its ability to achieve further growth over the medium term.
However, it may be difficult to achieve the objective of 47,000 tonnes in 2013 given the weak
European automotive market.
Overall, the substantial development efforts in respect of new products and the weak
revenue growth expected over the year are likely to prevent the Group from maintaining the
same level of performance in 2013 as in 2012.
Nevertheless, in order to enhance its deployment, the Group will maintain strong sales goals
on all continents in higher added value areas.
Furthermore, Le Bélier has the financial resources required to achieve further growth and
make the necessary investments in this regard.
9
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 2009,
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
Braking systems
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 42% 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.
Engine boosting systems
The Group has also had a strong presence in engine boosting systems since 1999 and is
successfully pursuing its development in chassis/structure parts.
Chassis/
structure
Customers
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.
Le Bélier supplies most of its production to global component
suppliers (85% of revenue) and carmakers.
Via the various component suppliers, Le Bélier’s parts are
therefore automatically found in the vehicles produced by all
global carmakers.
The Group’s main customers
OEM
VOLKSWAGEN
BMW
PSA
RENAULT NISSAN
DAIMLER
SCANIA
Component suppliers
CONTINENTAL TEVES
10
BOSCH
TRW
FTE
EATON
BENTELER
DELPHI
KONGSBERG
MITSUBISHI
VALEO
JTEKT
ELOY SA
HONEYWELL GARRETT
BORG WARNER
ZF
Le Bélier’s workforce
Le Bélier’s sustainability is founded on improving our profitability and satisfying our
external as well as internal customers: our employees.
Our ambition
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.
Our management is based on five values: responsibility, innovation, communication,
transparency and respect for safety and the environment.
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.
Today, Le Bélier is present on the three main car-making continents via its seven
production sites: France, Hungary (2 plants) and Serbia in Europe; Mexico (2 plants) in the
Americas; China in Asia.
Each site meets the quality standards demanded by the global industry.
Workforce by country at 31 December 2012 (including temporary workers) - Total at 31 December 2012: 2,393
Hungary: 886
Foundry: 601
Machining: 285
France
Foundry and headquarters:
320
Serbia
Foundry: 447
China
Foundry: 382
Mexico: 358
Foundry: 275
Machining: 83
11
Stock market
Shareholder structure at 31 December 2012
Share information
Listing market: Euronext Paris
Segment: Compartment C
ISIN Code: FR0000072399 – BELI
Reuters Code: BELI.PA
Bloomberg Code: BELI.FP
Index: CAC AllShares
Public
31.8 %
Copernic
57.7 %
(controlled
by family
Galland)
FCPE
0.7 %
LE BÉLIER
(Treasury shares)
9.8 %
Market maker: Gilbert Dupont
Financial communication advisor: Asset Com
Share price and trading volumes over 3 years:
January 2010- December 2012 / Source. Nyse-Euronext
04/01/2010
Prix
31/12/2012
BELI variation: +31,13%
Jan 04 - Dec 31
9
8
7
6
5
Jan 04 - Dec 31
150K
100K
50K
0
Jul 2010
2011
2000
Jul 2011
2005
2012
Jul 2012
2010
2013-2014 financial calendar
23 Mat 2013 General Meeting (Chamber of Commerce and Industry, Libourne, France)
26 July 2013 Publication of 2013 2nd quarter revenue
September 2013 Letter to sharholders
26 September 2013 Presentation of 2013 half-year results
29 October 2013 Publication of 2013 3rd quarter revenue
31 January 2014 Publication of 2013 consolidated revenue
12
Management report
31 DECEMBER 2012
Management report for the year ended
31 December 2012 on the consolidated financial
statements and the parent company
financial statements
13
MANAGEMENT REPORT ON THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2012
1- Consolidation scope
The following companies form part of the consolidation scope.
Abbreviation
Registered office
French company
registration number
(SIRET)
Le Bélier (Holding company)
LB
Vérac (33), France
39362977900017
100%
100%
Fonderies et Ateliers du Bélier
(Foundry for light alloys)
FAB
Vérac (33), France
59615014400019
100%
100%
Le Bélier Dalian
(Foundry for light alloys)
LBD
Dalian, China
Foreign subsidiary
100%
100%
BMP Manfredonia S.p.A.
(Foundry for light alloys)
BMP
Manfredonia, Italy
Foreign subsidiary
100%
100%
Le Bélier Hongrie
(Foundry for light alloys)
LBH
Ajak, Hungary
Foreign subsidiary
100%
100%
BS Hungary Machining Ltd
(Machining)
BSM
Szolnok, Hungary
Foreign subsidiary
100%
100%
LBQ Foundry S.A. de C.V.
(Foundry for light alloys)
LBQ
Querétaro, Mexico
Foreign subsidiary
100%
100%
BQ Machining S.A. de C.V.
(Machining)
BQM
Querétaro, Mexico
Foreign subsidiary
100%
100%
Le Bélier Kikinda
(Foundry for light alloys)
LBK
Kikinda, Serbia
Foreign subsidiary
100%
100%
LBO
(Equipment leasing)
LBO
Vérac (33), France
40307761300012
100%
100%
Company (Business)
There were no changes in the scope as at 31 December 2012.
14
Control
(%)
Ownership
(%)
2- Consolidated companies
2.1 Highlights
LE BÉLIER (Holding company, France)
FAB (Foundry and machining, France)
>G
rowth during the year was restricted by the depressed
European automotive market.
> S ubstantial development activity with numerous product
start-ups that increased costs.
> S ignificant innovative breakthroughs.
>Q
ualitative and quantitative strengthening of the
development teams.
> 2012 saw a worsening of the operating losses due to
the operating performance as well as low automotive
volumes.
> In this context, it was decided to refocus FAB on
the market for small and medium series, including
the aerospace sector, for which there exists a real
opportunity for profitable activity in France.
LBH (Foundry, Hungary)
LBK (Foundry, Serbia)
BSM (Machining, Hungary)
>P
rofitability at the Group’s largest
activity weakened due to a
contraction in the European market.
> Tight cost control.
>A
ctivity significantly disrupted
by start-ups of complex products.
> S ite is consolidating its
organisation and human
resources.
> Strong growth in activity.
> Numerous new product launches for the
Group’s three strategic lines, which penalised
the site in terms of its financial performance,
although it remained strong.
LBQ (Foundry, Mexico)
and BQM (Machining, Mexico)
> S trong growth in volumes and results at LBQ, mainly
due to an improvement in performance.
>A
difficult year at BQM: in the first half of the year, large
volumes were poorly managed, while in the second half,
there was a negative impact from the ending of certain
programmes.
LBD (Foundry, China)
> Healthy growth in activity and results in China thanks to
good operational control.
> Notable progress made in Customer Quality.
> Acquisition of a suspension programme for a large
German customer. First differentiation outside of
braking systems in China for le Bélier.
15
2.2 Consolidated results
2.2.1 Revenue
Consolidated revenue for the year ended 31 December 2012 came to e225.3 million, up 0.1% compared with 2011.
Adjusted for changes in aluminium prices (-3.2%), revenue increased by 3.3%.
Revenue (€ thousands)
1 quarter
st
2012
2011
60,161
60,140
Change in %
0.0%
2 quarter
58,135
54,427
6.8%
3rd quarter
55,484
54,549
1.7%
4th quarter
51,533
55,887
-7.8%
225,313
225,003
0.1%
2012
2011
182,911
183,319
-0.2%
nd
TOTAL
Revenue (€ thousands)
Foundries
Change in %
Machining
26,464
25,710
2.9%
Toolmaking
10,636
10,564
0.7%
5,302
5,410
-2%
225,313
225,003
0.1%
Other
TOTAL
Revenue in the fourth quarter of 2012 was down 7.8%
(down 2.6% when adjusting for changes in aluminium
prices), impacted by the depressed European market and the
significant stock-reduction policy pursued by its customers
in the month of December.
For the Group, whose tonnage sold grew by 2.5% in 2012,
growth remained strongest in North America with 43%,
followed by Asia with 13%, while Europe was down 7%.
In this difficult context in Europe, machining activity grew
by 2.9% while the toolmaking activity was flat.
In 2012, the proportions represented by the main product families were as follows:
> braking systems 63%
> turbo systems 13%
> and chassis/structure 10%
2.2.2 Income statement highlights
€ thousands
2012
2011
225,596
225,486
0.0%
Current operating income
19,352
18,790
3.0%
Operating profit
18,982
18,469
2.8%
Total net income
13,649
12,710
7.4%
Group share of net income
13,649
12,710
7.4%
Income from ordinary activities
Change 2012/2011
In a context of flat activity, good cost control and lower depreciation and amortisation enabled the Group to post an operating
profit for the period of €19.0 million compared with €18.5 million in 2011, up 2.8%.
16
Net finance costs declined during the year to €1.3 million compared with €1.6 million in 2011, but unrealised currency losses of
€0.3 million reduced the 2012 net financial expense to the same level as that in 2011, i.e. €1.6 million.
Income before tax increased to €17.4 million compared with €16.9 million in 2011.
After a current tax charge of €4.0 million, relating essentially to the taxable Hungarian and Chinese subsidiaries, and deferred tax
income of €0.2 million, total net income came to €13.6 million in 2012, equivalent to 6.1% of production revenue, compared
with €12.7 million in 2011 (5.6%).
2.2.3 Number of employees available to Group companies at 31 December 2012
The Group had 2,393 staff available (including temporary staff) at 31 December 2012 compared with 2,371 one year earlier.
In 2012, the average number of employees was 2,405 compared with 2,359 in 2011.
2.2.4 Financial structure and change in net debt
> Free cash flow was broadly unchanged at €26.9 million
in 2012, representing 12% of revenue, compared with
€27.1 million in 2011, also 12% of revenue.
> The working capital requirement was penalised by
€5.2 million of one-off late payments by customers towards
the year end.
> Industrial investments made in 2012 totalled €15.3 million
compared with €11 million in 2011, in response to needs
stemming from the industrialisation of new products and,
in particular, development of the machining business in
Hungary.
In 2012, the Group raised medium-term loans in Hungary
and France amounting to €12.5 million and, in parallel, made
repayments of €14.4m on existing medium-term loans.
Via a liquidity contract and share buyback programme, the
Group bought back 228,165 additional Le Bélier shares during
the year for a total amount of €1.7 million in order to allocate
them to the stock purchase option plan and the plan for the
allocation of free shares to Group executives and managers
granted by the meeting of the Board of Directors held on
28 June 2011.
The Group had net cash of €25.2 million at the end of 2012
compared with €26 million at the end of 2011.
Lastly, the Group’s net debt eased further to stand at
€20.1 million at 31 December 2012 compared with
€21.1 million one year earlier, representing gearing of 0.3 on
equity compared with 0.4 at end-2011.
2.2.5. Net property, plant and equipment by country € thousands
31/12/2012
31/12/2012
11,859
11,663
1.7%
5,008
4,902
2.2%
24,059
18,810
27.9%
Mexico
8,666
8,257
5.0%
Serbia
5,658
6,887
-17.8%
Total
55,250
50,519
9.4%
France
China
Hungary
Change 2012/2011
17
2.2.6 Investments
The following table provides a breakdown of investments, including finance leases but excluding financial assets and goodwill.
€ thousands
Intangible assets
Land, buildings and fixtures
Industrial equipment
2012
2011
213
63
1,313
455
13,075
8,056
Other non-current assets
698
286
Assets in progress and payments on account
-12
2,105
15,287
10,965
France
2,052
2,879
Hungary
9,300
4,255
China
1,111
954
Mexico
1,891
1,029
933
1,848
15,287
10,965
TOTAL BY TYPE
Serbia
Total BY COUNTRY
2.2.7 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 2012.
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 2012.
3- Group research and development
The Group has a continual focus on innovative work in order to enhance the performance of its products and processes in terms
of cost, weight and quality. 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 2012, research and development expenses recorded directly in profit and loss amounted to e530,000, including e475,000 of
staff costs, compared with e678,000 and e625,000 respectively in 2011.
4- Social, environmental and corporate information
This information is provided in the notes in the report on Corporate Social Responsibility (CSR).
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 2012 is disclosed in Note 3.1.2 to the Group’s
consolidated financial statements.
No changes were made to the number of working hours.
5- Events after the reporting period
None.
18
6- Foreseeable changes in the Group’s situation and outlook
Our key automotive markets are expected to grow slightly in
2013 in the case of North America and Northeast Asia while
Europe is set to contract based on information provided by
specialists1 in this early part of the year.
Once again, the key industrial challenges concern the
industrialisation of new products, whose development should
entail lower additional costs than in 2012, as well as the
implementation of capacity investments needed for the future.
In this context, activity is expected to increase slightly although
there is no guarantee of achieving the volume of 47,000 tonnes
expected previously for 2013.
The Group will continue to pursue acquisitions of programmes
involving higher added value products.
7- Main risks and uncertainties
7.1 Liquidity risk
In 2012, pursuing initiatives similar to those taken in 2011, financial risk factors eased further thanks to the positive free cash flow
and sound financial performance achieved 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 dayto-day 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 million of finance leases in France;
> €11.5 million of medium-term loans (€9.5 million in Hungary and €2 million in France).
Given the achievements of 2012 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 (€18.2 million at 31 December 2012) include financial covenant
clauses that must be met and which are calculated on the basis of the full-year consolidated financial statements:
> EBITDA/repayment of medium- and long-term debt during the year - new funding arranged during the year > 2;
> long- and medium-term debt/EBITDA < 3.8.
At 31 December 2012, these covenants were met.
No other loans and borrowings entered into in France have contained any financial covenant clauses to be met since the agreement
signed with the banks on 8 January 2010.
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.
1 Source IHS - January 2013
19
8- Use of financial instruments
The Group’s policy on interest-rate risk and currency risk is as follows:
8.1 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.
> 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.
Although not applicable during the period, the Group may
also make use of:
> Several types of instruments to optimise its financial charges
and manage the split between fixed-rate and variable-rate
borrowings.
> Caps, which allow the Group, in exchange for payment of a
premium, to set an upper limit on the cost of a borrowing
bearing a variable interest rate.
Note 4.7 to the consolidated financial statements provides notably:
> an interest-rate risk sensitivity analysis;
> a breakdown of debt between variable and fixed interest rates.
8.2 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,
> Risk on operating cash flows denominated in currencies other 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.
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.
20
At 31 December 2012, no currency hedging instruments
pertaining to purchases or sales were in force, nor had the
Group put in place any currency hedging contracts for 2013
at that date.
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 2012
ORDINARY GENERAL MEETING
1- SIGNIFICANT EVENTS
The highlights for 2012 were as follows:
> Very good sales performance with order intake of e296 million (total revenue through to the end of the products’ lives).
> Successful completion of significant innovation projects.
> Qualitative and quantitative strengthening of the development teams.
Further steps were taken in 2012 in connection with the liquidation of the Italian subsidiary BMP and an additional provision of
e398,000 was raised for impairment of the current account.
Once again, Le Bélier provided support to its subsidiaries,
notably FAB, by waiving any rent due on property in 2012
at the Board of Directors meeting of 27 March 2012, with an
option to renew this decision at the meeting of the Board of
Directors that will be held to approve the accounts for the year
ended 31 December 2012.
Details of the share buybacks carried out in 2012 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 23.
2- EVENTS AFTER THE REPORTING PERIOD
None.
3- PARENT COMPANY INCOME STATEMENT HIGHLIGHTS
In 2012:
> Revenue: e18,043,000 (e14,557,000 in 2011).
> Operating income: e19,477,000 (e15,359,000 in 2011).
> Operating expenses: e16,109,000 (e14,839,000 in 2011).
> Operating profit: e3,368,000 (e520,000 in 2011).
> After taking into account net financial income of e5,257,000
(including e5,119,000 of dividends received from
subsidiaries), income on ordinary activities before tax came to
e8,625,000 (e5,522,000 in 2011).
> non-recurring items: loss of e252,000 (loss of e372,000 in
2011).
> Taking into account all the above, the Company reported a
net profit of e8,472,000 (e5,348,000 in 2011).
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.
4- RESEARCH AND DEVELOPMENT
The Company has a continual focus on innovative work in order to enhance the performance of its products and processes in
terms of cost, weight and quality. The successful outcome of this work is made available to the new products that the Company is
required to develop and subsequently put into production.
In 2012, research and development expenses recorded directly in profit and loss amounted to e530,000, including e475,000 of
staff costs, compared with e678,000 and e625,000 respectively in 2011.
21
5- REVIEW OF OPERATIONS
5.1 Sales and earnings
The operating profit grew by €2,848,000, while operating income increased by 26.8%, reflecting mainly:
>
billing procedures applied to Group expenses that are
consistent with current agreements and the 23.94% growth
in revenue;
> significantly higher staff costs, notably due to the ongoing
plan for the allocation of free shares and stock purchase
option plan amounting to €972,000 in 2012 compared with
€€528,000 in 2011;
> an increase in taxes and duties of 59.78%, due mainly to
amounts withheld at source in China that are indexed to
revenue, which itself increased sharply, up €€1,147,000.
Net financial income improved further, with an increase of
€255,000 compared with 2011, mainly due to dividends
received of €5,119,000 in 2012 compared with €4,475,000 in
2011. Net currency effects were significant in 2012, with a gain
of €473,000 compared with a loss of €90,000 in 2011.
Net non-recurring income improved by €120,000.
The Company benefited from a research tax credit of
€99,000, bringing its net profit to €8,472,000 compared with
€5,348,000 in 2011, the bulk of this movement stemming
from the financial items described above.
5.2 Financial position
The Company continued to strengthen its financial position. In 2012, it took out one new borrowing amounting to €2 million.
The net cash position at 31 December 2012 stood at €27 million compared with €17 million at the end of 2011.
6- PRESENTATION OF THE PARENT COMPANY FINANCIAL STATEMENTS
The parent company financial statements for the year ended 31 December 2012 that we are submitting for your approval were
prepared in accordance with the presentation rules and valuation methods prescribed by the prevailing regulations.
All details and explanations can be found in the notes to the financial statements.
7- SUPPLIERS’ PAYMENT TIMES
At 31 December 2012, trade payables represented a credit balance of €1,081,000 compared with €717,000 in 2011.
This balance consisted of:
> french external suppliers: €263,000 in 2012 (€240,000 in 2011);
> foreign external suppliers: €24,000 in 2012 (€8,000 in 2011);
> group suppliers: €281,000 in 2012 (€271,000 in 2011);
> suppliers’ invoices not yet received: €513,000 in 2012 (€197,000 in 2011).
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
22
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 an amount of fixed compensation
for recovery costs. The amount of this compensation is set by
decree no. 2012-1115 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 2012, trade payables comprised:
> invoices not yet due amounting to €351,000 (€388,000 in 2011) for which the settlement periods complied with the law;
> invoices issued by third parties and outstanding for less than 30 days amounting to €15,000 (€13,000 in 2011);
> invoices issued by subsidiaries and outstanding for less than 30 days amounting to €38,000 (€39,000 in 2011) and outstanding
for more than 30 days amounting to €161,000 (€79,000 in 2011);
> the balance corresponds to invoices in dispute.
Year ended
Trade payables (in e)
Payment within 30 days
Payment in more
than 30 days
Payment in more
than 60 days
31/12/2012
€567,951
€53,104
€17,716
€146,359
31/12/2011
€519,501
€51,332
€18,702
€61,374
8- 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.
9- APPROPRIATION OF INCOME
We propose to allocate the net profit for the year of €8,471,930.64 plus retained earnings brought forward as follows:
Source:
Retained earnings brought forward Net profit for the year Distributable amount €18,446,043.12
€8,471,930.64
€26,917,973.76
Appropriation:
As dividends €1,053,139.20 (6,582,120 shares)
Minimum retained earnings after appropriation €25,864,834.56
You are reminded that, for natural persons domiciled in France,
the dividend is subject to income tax on a on a progressive
scale and is eligible for the 40% relief stipulated in Article 1583-2 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 12 June 2013. 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 did not
distribute any dividends in the last three years.
23
10- 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 e185,528 of expenses that cannot be deducted from the
taxable profit.
However, the Company was not liable for any tax on said expenses and charges.
11- CORPORATE OFFICERS
11.1 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
COMPANY
FUNCTION
Group
LE BELIER
Le Bélier Hongrie
BMP Manfredonia SpA
LBO SARL
Chaiman of the Board of Directors
Chairman of the Supervisory Board
Chairman of the Board of Directors
Manager
Non-Group
LE BELIER PARTICIPATIONS SAS
GALLAND SAS
Philippe GALLAND
COPERNIC SAS
Société Civile de Choisy le Roi
MACHINASSOU Sarl
SCI du FAUBOURG
Functions held previously
LBQ Foundry SA de CV
BQ MACHINING SA de CV
Le Bélier Dalian
BV Hungary Machining
Le Bélier Kikinda d.o.o
Philippe DIZIER
24
Chairman
Le Bélier Participation’s representative in his
capacity as Chairman
Chairman of the Administration Committee
Manager
Manager
Manager
Chairman of the Board of Directors
Chairman of the Board of Directors
Bélier’s representative in his capacity as Chairman of the Administration Committee
Chairman of the Supervisory Board
Bélier’s representative in his capacity as Chairman of the Supervisory Board
Group
LE BELIER
Fonderies et Ateliers du Bélier
Le Bélier Hongrie
BV Hungary Machining
Le Bélier Kikinda d.o.o
LBQ Foundry SA de CV
BQ MACHINING SA de CV
BMP Manfredonia SpA
Le Bélier Dalian
Chief Executive Officer, Board Member
Chairman of the Board of Directors
Chairman of the Management Board
Member of the Supervisory Board
Board Member
Board Member
Board Member
Board Member
Chairman of the Board of Directors
Non-Group
COPERNIC SAS
TPFF
Member of the Administration Committee
Manager
NAME
COMPANY
Group
LE BELIER
Thierry RIVEZ
COPERNIC SAS
LE BELIER
PARTICIPATIONS SAS
CONSOLIDATION
ET DÉVELOPPEMENT
GESTION
Chief Operating Officer, Copernic’s permanent
representative, Board Member
Fonderies et Atelier du Bélier
Board Member
LBQ Foundry SA de CV
BQ MACHINING SA DE CV
BV Hungary Machining
Le Bélier Hongrie
Le Bélier Kikinda d.o.o.
Le Bélier Dalian
Board Member
Board Member
Chairman of the Supervisory Board
Member of the Supervisory Board
Chairman of the Board of Directors
Board Member
Non-Group
K Management
Manager
Group
LE BELIER
Board Member
Group
LE BELIER
Board Member
Non-Group
GALLAND SAS
Chairman
Group
LE BELIER
Board Member
Non-Group
ALPHA DIRECT SERVICES
DE FURSAC FINANCES
GIRARD-AGEDISS SAS
GIMAEX SA
GROUPE EDITOR
RBDH
THOMSON VIDEO NETWORKS SAS
KEPLER SAS
SIRENAK
Board Member
Member of the Management Committee
Member of the Supervisory Board
Member of the Supervisory Board
Board Member
Board Member
Member of the Supervisory Board
Chairman of the Administration Committee
Board Member
Functions held previously
MARCHAL TECHNOLOGIES SAS
FINANCIERE CHANTIERS BAUDIER SA
Member of the Strategic Committee
Board Member
Group
LE BELIER
Amélie BROSSIER
FUNCTION
Non-Group
COPERNIC SAS
CONSOLIDATION ET DEVELOPPEMENT
GESTION
DAILYMOTION SA
GERARD PERRIER INDUSTRlE SA
THOMSON VIDEO NETWORKS SAS
KEPLER SAS
Consolidation et Développement Gestion’s
permanent representative, Board Member
Member of the Administration Committee
Member of the Management Board
Fonds Stratégique d’Investissement’s permanent
representative, Board Member
Member of the Supervisory Board
Consolidation et Développement Gestion’s
permanent representative, Member of the
Supervisory Board
Consolidation et Développement Gestion’s
permanent representative, Member of the
Administration Committee
25
NAME
COMPANY
FUNCTION
Group
LE BELIER
Denis GALLAND
Noèle GALLAND
Christian LOSIK
Le Bélier participation’s permanent representative,
Board Member
Non-Group
LE BELIER PARTICIPATIONS SAS
COPERNIC SAS
Chief executive Officer, Board Member
Member of the Administration Committee
Group
LE BELIER
Board Member
Non-Group
COPERNIC SAS
SCEA du Château de Brague
Member of the Administration Committee
Manager
Group
LE BELIER
Board Member
11.2 Corporate officers’ compensation
Gross compensation and benefits-in-kind paid in 2012 (in e)
NAME
Corporate
appointment
P. GALLAND
LB (1/1/12 - 31/12/12)
276,130
P. Dizier
LB (1/1/12 - 31/12/12)
396,860
T. Rivez
LB (1/1/12 - 31/12/12)
329,038
Employment
contract
Benefits-in-kind
(1)
2,535
50,000
379,038
110,000
1,117,385
20,000
20,000
Le BELIER PARTICIPATIONS
represented by D. GALLAND
LB (1/1/12 - 31/12/12)
150,000
150,000
Consolidation et
développement GESTION
represented by A. Brossier
LB (1/1/12 - 31/12/12)
-
-
170,000
170,000
N. GALLAND
LB (1/1/12 - 31/12/12)
15,000
15,000
C. LOSIK
LB (1/1/12 - 31/12/12)
15,000
15,000
Sub-total: non-director
corporate officers
(natural persons)
30,000
30,000
310,000
1,317,385
-
2,822
278,665
459,682
1,002,028
Suspended
TOTAL
60,000
Sub-total: director
corporate officers
5,357
COPERNIC
represented by T. Rivez
LB (1/1/12 - 31/12/12)
Sub-total: non-director
corporate officers
(legal entities)
Total
-
1,002,028
-
-
(1) company car
(2) including e200,000 paid by the Company and e110,000 paid by companies under its control
26
Attendance
fees, etc (2)
-
5,357
Total compensation and benefits-in-kind paid by the Company during the year under review to all corporate officers amounted
to e1,007,000.
The compensation shown above includes a variable or exceptional component of e165,000.
At its meeting of 28 June 2011, pursuant to the authorisation granted by the Combined Ordinary and Extraordinary General
Meeting of 24 May 2011, the Board of Directors decided to grant Mr Philippe Dizier, Chief Executive Officer, and Mr Thierry
Rivez, Chief Operating Officer, stock purchase options and free shares in the Company, whose exercise or definitive allocation are
subject to the Group’s internal performance conditions, i.e.:
Stock purchase options
Philippe DIZIER
Free shares
114,104
76,069
95,086
63,391
Thierry RIVEZ
In accordance with the provisions of Articles L.225-185 and
L.225-197-1 II of the French Commercial Code, the Board
decided that the corporate officers must retain in registered
form until such time as they cease to fulfil their functions 15%
of the shares issued as a result of the exercise of the options
granted to them and 15% of the free shares allocated to them.
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 e15,000
in 2012.
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.
11.3 - Terms of office of the directors
None of the directors’ terms of office expired during the year.
12- FORESEEABLE CHANGES IN THE SITUATION AND OUTLOOK
Our key automotive markets are expected to grow slightly in
2013 in the case of North America and Northeast Asia while
Europe is set to contract based on information provided by
specialists in this early part of the year.
Once again, the key industrial challenges concern the
industrialisation of new products, whose development should
entail lower additional costs than in 2012, as well as the
implementation of capacity investments needed for the future.
In this context, activity is expected to increase slightly although
there is no guarantee of achieving the volume of 47,000 tonnes
expected previously for 2013.
The Group will continue to pursue acquisitions of programmes
involving higher added value products.
13- USE OF FINANCIAL INSTRUMENTS
The Company did not make use of any financial instruments in 2012.
14- 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:
Copernic holds more than 50% of the Company’s share capital
and voting rights.During the year ended 31 December 2012,
no changes occurred.
27
15- SUMMARY OF TRANSACTIONS COVERED BY ARTICLE L.621-18-2 OF THE FRENCH
MONETARY AND FINANCIAL CODE
The Company was aware of transactions made during the year ended 31 December 2012 that were covered by Article L.621-18-2
of the French Monetary and Financial Code, i.e.:
Mr Philippe Dizier, CEO, sold and acquired shares in the Company on the following dates:
AMF declaration and notification
Amount
Price/share
Declaration and notification no.
212D3424 of 30 August 2012
e1,572 (acquisition)
e6.55
Declaration and notification no.
212D3425 of 30 August 2012
e67 (sale)
e6.65
16- SOCIAL AND ENVIRONMENTAL CONSEQUENCES OF THE BUSINESS
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:
This information is provided in the notes in the report on
Corporate Social Responsibility (CSR).
17- PREVENTION OF TECHNOLOGICAL RISKS
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:
Given that it is a holding company, the Company has no
specific information to report in this regard.
18- MAIN RISKS AND UNCERTAINTIES
The main risks and uncertainties are described in point 8 of the first section of this report.
19-EMPLOYEE INFORMATION
Number of employees
Executives
2012
2011
2010
2009
72
69
60
59
Non-Executives
33
29
26
20
Total
105
98
86
79
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.
20- ACQUISITION OF PARTICIPATING AND CONTROLLING INTERESTS
None.
28
21- CROSS-SHAREHOLDINGS
In 2012, 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.
22- TREASURY SHARES AND STOCK OPTIONS
Number of treasury shares held: 647,124.
Stock options: none.
The Company has not implemented any new stock subscription option plans since expiry of the previous plans on 30 June 2005.
23- ADJUSTMENTS IN THE EVENT OF THE ISSUE OF SECURITIES GIVING ACCESS
TO THE SHARE CAPITAL
None.
24- EMPLOYEE SHARE OWNERSHIP
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 2012: 0.71%.
25- STOCK OPTIONS AND ALLOCATIONS OF FREE SHARES
In 2011, the Company put in place:
> a stock purchase option plan covering 365,308 Company
shares, representing 5.55% of the Company’s share capital.
In accordance with the provisions of Article L.225-184 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.225-177 to L.225-186
of the French Commercial Code.
> a plan for the allocation of free shares covering 263,284
Company shares, representing 4% of the Company’s share
capital.
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.225197-3 of the French Commercial Code.
26- H
OLDINGS 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 2012:
In connection with the stock purchase option plan and plan for the allocation of free shares:
> Number of shares purchased
> Number of shares sold > Average purchase price > Average sale price 638,808
0
e7.46
0
> Number of shares registered in the Company’s name at the
year end: 638,808
> Purchase cost e4,764,000
> Nominal value
e1.52
> Reason for acquisitions: plan for the allocation of free shares and stock purchase option plan
> Shares held as a percentage of the total share capital: 9.75%
29
In connection with the liquidity contract:
> Number of shares registered in the Company’s name at the year end 8,316
> Value at the closing price
e61,000
> Nominal valuee1.52
> Reason for acquisitions
regulation of the share price
> Shares held as a percentage of the total share capital
0.13%
27- SHARE BUYBACK PROGRAMME
We remind you that the Combined Ordinary and Extraordinary
General Meeting of 24 May 2012 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.225209 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 2012 and wishes to extend its
duration.
Own shares held by the Company will be applied in decreasing
order of priority for the following purposes:
> to regulate the share price by means of a 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 option plans for the Group’s employees and
corporate officers, and sell or allocate shares to employees in
accordance with prevailing legislation;
> to acquire shares with a view to later using them in exchange
or as payment for acquisitions;
> to cover securities giving entitlement to the allocation of
Company shares.
The Company intends to cancel any shares that it may
eventually own.
This authorisation will allow the Company to repurchase its
own shares:
> over a period of 18 months from the date of the General
Meeting, i.e. until 23 November 2014;
> representing a maximum of 10% of the Company’s share
capital as it stood on the date of the Ordinary General
Meeting of 23 May 2013, 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. At a maximum price of e30 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.
The share buyback programme will not have a material
financial impact on earnings per share or shareholders’ equity
per share.
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.
28- C
OMPANY 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 objective of this measure is to ensure the transparency of any information that may influence the conduct of a takeover bid.
Consequently, and in compliance with Article L.225-100-3 of the French Commercial Code, the information required by this
Article is provided below.
30
1- Shareholder structure
31/12/2012
31/12/2011
31/12/2010
Nombre
d’actions
% du
capital
Nombre
de droits
de vote
% de
droits
de vote
Nombre
d’actions
% du
capital
Nombre
de droits
de vote
% de
droits
de vote
% du
Nombre capital et
d’actions des droits
de vote
3,796,771
57.68 %
3,796,771
63.97 %
3,796,771 57.68 %
3,796,771
61.60 %
3,796,771
57.68 %
GALLAND
family
12,756
0.19 %
12,756
0.21 %
12,756
0.19 %
12,756
0.21 %
1,996
0.03%
LE BELIER
(treasury
shares)
647,124
9.83 %
0
0.00 %
418,959
6.37 %
0
0.00 %
0
0.00%
Employee
savings fund
(FCPE)
46,700
0.71 %
46,700
0.79 %
43,300
0.66%
43,300
0.70 %
37,500
0.57%
Public
2,078,769
31.58 %
2,078,769
35.03 %
2,310,334
35.10 %
2,310,334
37.49 %
2,745,853
41.72 %
TOTAL
6,582,120
100.00%
5,934,996
100.00%
6,582,120
100.00%
6,163,161
100.00%
6,582,120
100.00%
Shareholder
Copernic
sas
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: not applicable.
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 14 entitled “Holdings of selected shareholders”.
4- L
ist 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 24 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.
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;
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 joint and proportional right of sale granted by the shareholders
to Mr Philippe Galland in the event of a transfer of shares;
> 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.
> An undertaking on share ownership, the intention being that all
shareholders combined hold shares representing at least 20% of
• 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.
7- Rules governing the appointment and replacement of Members of the Board of Directors or of the Executive Board and
amendment of the Company’s Memorandum and Articles of Association [free translation from the original French text]:
31
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
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.
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.
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.
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.
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.
The Member appointed to replace another Member remains in
office only for the remainder of his predecessor’s term of office.
8-B
oard 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.
hen a legal entity Board Member terminates the appointment
W
of its permanent representative, this entity must immediately
8- Powers of the Board of Directors or Executive Board, particularly the issue and redemption of shares: see section 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.
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. Five individuals are concerned for a total of e662,931. This amount notably concerns Mr Philippe
Dizier, whose employment contract has been suspended.
32
29- 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.
30- REPLACEMENT OF AN ALTERNATE STATUTORY AUDITOR
We hereby inform you that, no longer being registered with the French national institute of statutory auditors (Compagnie
Nationale des Commissaires aux Comptes), Mr François Sorel, alternate Statutory Auditor, must be replaced.
We propose that you appoint Auditex, 1-2 Place des Saisons Paris La Défense 1 92400 Courbevoie, France as the new alternate
Statutory Auditor for the remaining duration of Mr François Sorel’s term of office, i.e. until the end of the General Meeting
convened in 2018 to approve the financial statements for the year ending 31 December 2017.
31- ATTENDANCE FEES
Lastly, you are required to approve the attendance fees allocated to the Board of Directors for 2012.
We propose that you allocate the sum of e130,000 to the Members of the Board.
33
EXTRAORDINARY GENERAL MEETING
32- 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
We request you to authorise the Board of Directors, for a
period of eighteen months, 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.
33- AUTHORISATIONS TO ISSUE SHARES, MARKETABLE SECURITIES GIVING ACCESS TO
THE COMPANY’S SHARE CAPITAL AND GIVING RIGHTS TO THE aLLOCATION OF DEBT
SECURITIES
We remind you that the Company’s Board of Directors was
authorised, by the Combined Ordinary and Extraordinary
General Meeting of 24 May 2011, for a period of 26 months,
i.e. until 23 July 2013, to stage one or more capital increases
when the amount of the capital increases that may be staged
by the issue by the Company of marketable securities giving
access to the capital does not exceed a nominal amount of
€6,000,000 with or without pre-emptive subscription rights.
The Board of Directors did not make use of these authorisations
during the year ended 31 December 2012.
However, in order to enable the Company to put in place,
at the appropriate time, the funding required for its further
development, your Board feels that it is necessary to renew
the capital increase authorisations previously given by the
Combined Ordinary and Extraordinary General Meeting of
24 May 2011.
The purpose of the proposed resolutions is to confer on
the Board of Directors a series of delegated powers and
authorisations enabling it, where applicable, to carry out, at its
discretion alone, on one or more occasions, in the proportions
and at the times it deems necessary, various increases in the
Company’s capital with or without pre-emptive subscription
rights.
It is thus a matter of enabling the Company to issue, subject
to the cap mentioned below, all types of marketable securities
giving access to the share capital provided for by the law on
commercial companies.
The amount of the capital increases that may be made
immediately and/or at a later date shall not exceed €6,000,000,
being an overall cap that remains unchanged from that granted
by the Combined Ordinary and Extraordinary General Meeting
of 24 May 2011, 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 and contractual
stipulations, the rights of the holders of marketable securities
giving rights to shares.
These issues may allow for shareholders’ pre-emptive
subscription rights to be either maintained or suppressed.
You are requested to approve suppression of pre-emptive
subscription 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 a public offering. Two separate resolutions are thus
proposed in order to delegate your powers to your Board to
complete such operations.
Your Board may thus enjoy the greatest flexibility to act in
the Company’s best interests, select the issuance terms that
are most favourable for the Company and its shareholders,
and complete the operations quickly, according to any
opportunities that may arise.
The amount of the capital increases that may be staged
immediately and/or at a later date under either of these
delegations shall not exceed the aforementioned cap of
e6,000,000.
We propose that you give your Board of Directors the option to
issue, under any circumstances, both in France and elsewhere,
shares in the Company, other than preference shares, and
marketable securities of any type whatsoever, giving access,
immediately and/or at a later date, to the Company’s shares.
We also request you to note that this delegation automatically
includes, in favour of the holders of marketable securities giving
access to the share capital, renunciation by the shareholders of
their pre-emptive subscription rights to the shares to which
these marketable securities give rights.
34
However, we should highlight to you that, in all cases of
issuance without pre-emptive subscription rights:
>
your Board of Directors may offer the shareholders
preferential subscription rights to the securities in respect of
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 laws and
regulations prevailing at the time that this delegation is
used, after adjusting this amount, where applicable, to take
into account the different entitlement dates; and ii) the
issuance price of the marketable securities shall be such that
the amount received immediately by the Company, plus,
where applicable, that likely to be received at a later date
by the Company being, for each ordinary share issued as
a result of the issue of these marketable securities, at least
equal to the amount stipulated in paragraph “i” above
after adjusting this amount, where applicable, to take into
account the different entitlement dates.
To confer greater flexibility for staging capital increase, we
propose that you delegate to your Board of Directors the
option to increase the number of securities to be issued in the
event of an increase in the Company’s share capital with or
without pre-emptive subscription rights, under the statutory
and regulatory conditions, with a sub-delegation option under
the conditions provided for by the law, if the Board observes
excess subscription demand, notably with a view to granting
an over-allotment option in accordance with market practices
and subject to the abovementioned overall cap of e6,000,000
and at the same price as that used for the initial issue.
We also propose that you delegate, under a specific resolution,
your powers to the Board of Directors for the purpose of issuing
ordinary shares and/or marketable securities giving access to
ordinary shares with a view to remunerating contributions in
kind granted to the Company and comprising equity securities
or marketable securities giving access to the capital, excluding a
public exchange offer. The total nominal amount of the capital
increases that may be staged under this delegation shall not
exceed 10% of the share capital and shall be allocated against
the abovementioned cap of e6,000,000 that in turn shall be
allocated against the overall cap also mentioned above.
We also propose that you delegate to your Board the power
to increase the share capital up to a maximum nominal
amount of€e6,000,000 that shall be allocated against the
abovementioned overall cap, with a view to remunerating
contributions in kind granted to the Company and comprising
equity securities or marketable securities giving access to the
capital of another company, in the case of a public exchange
offer initiated by the Company.
In connection with these last two delegations, we also
request that you authorise the issue of marketable securities
representing debt securities giving access to the capital. The
maximum nominal amount of the marketable securities
representing debt securities giving immediate or later access
to the capital or other debt securities to be issued, with or
without pre-emptive subscription rights, shall not exceed an
amount of e60,000,000 that shall be allocated against the cap
of e60,000,000 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.225136, paragraph 1, of the French Commercial Code, and up
to a maximum of 10% of the share capital per annum, to
dispense with the price-setting conditions stipulated by the
resolutions submitted to you above and to set the issue price
of the ordinary shares or marketable securities giving access to
ordinary shares at an amount that shall, however, not be less
than the weighted average of the prices for the last three stock
market trading sessions prior to its setting, less a discount of
up to 10%.
In this case, your Board must compile 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.225130 of the French Commercial Code, the option to increase,
on one or more occasions, the share capital up to a maximum
nominal amount of €6,000,000 that shall be allocated against
the abovementioned overall cap, by incorporation in the
capital of all or part of the reserves, earnings, additional paidin capital or other amounts whose capitalisation would be
permitted, to be realised by issuing and allocating new bonus
shares or by increasing the nominal amount of the shares or
using a combination of these two procedures.
Issue of marketable securities representing debt securities giving
access to the capital
We request you to authorise the issue of marketable securities
representing debt securities giving access to the capital.
We propose that you set the maximum nominal amount of
the marketable securities representing debt securities giving
immediate or later access to the Company’s capital, with or
without pre-emptive subscription rights, at an overall cap of
e60,000,000.
35
34- AUTHORISATION TO INCREASE THE SHARE CAPITAL in favour of employees
We remind you that, pursuant to the provisions of Article L.225129-6 of the French Commercial Code, the Extraordinary
General Meeting must, when it delegates its powers to stage
a capital increase in accordance with Article L.225-129-2 of
said Code, vote on a draft resolution aimed at staging a capital
increase reserved for Company employees and carried out
under the conditions provided for in Articles L.3332-18 to
L.3332-24 of the French Labour Code.
We therefore propose that you delegate to the Board of
Directors full powers, 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 enable it to stage, on one or more
occasions, under the conditions stipulated in Articles L.333218 to L.3332-24 of the French Labour Code, a capital increase
in cash for a maximum nominal amount of e100,000 reserved
for Company employees that are members of the company
savings plan.
This authorisation would be granted for a period of twenty-six
months with effect from the Meeting’s decision.
The share subscription price will be set in accordance with the
provisions of Articles L.3332-18 to L.3332-24 of the French
Labour Code.
Lastly, if you grant this authorisation to increase the capital,
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 all practical operations necessary to
ensure its realisation.
We hope that you will support this proposal and that you will vote in favour of the resolutions submitted for your approval.
The Board of Directors
36
REPORT ON CORPORATE SOCIAL
RESPONSABILITY
2012 REPORT ON
CORPORATE SOCIAL RESPONSABILITY (CSR)
37
1- Environmental information
1.1 G
ENERAL 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. The Hungarian and Serbian foundry sites have
been ISO 14001 certified since 2010, while the Hungarian and
Mexican machining sites received their certification in 2011.
The Chinese and Mexican foundry sites are aiming to receive
their certification in 2013, and the French site as soon as the
authorisation procedures have been finalised.
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.
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 2012, such expenditure mainly
concerned: creation and refurbishment of spaces and warehouses
for storing hazardous products (SO2, propane, chemicals, etc.) and
waste in compliance with the regulations (aluminium waste, etc.),
upgrading of water treatment plants, etc.
AMOUNT OF PROVISIONS AND GUARANTEES FOR RISKS FOR ENVIRONMENTAL MATTERS, 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 2011 or 31 December 2012.
1.2 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
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.
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
38
reducing the likelihood of creating polluting discharges during
the smelting process. Our machining chips are not melted
down in-house, 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.
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 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.
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.
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 2011 and 2012, 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.
1.3 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.
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/ton produced:
2012 (YTD)
Foundry sites
(in m3/t)
Machining sites
(in m3/1,000 parts)
2.35
1.80
CONSUMPTION OF RAW MATERIALS AND MEASURES TAKEN TO IMPROVE THE EFFICIENCY OF THEIR
USAGE
The raw material used is aluminium, whose consumption is
monitored 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.
39
ENERGY CONSUMPTION, MEASURES TAKEN TO IMPROVE ENERGY EFFICIENCY AND USE OF RENEWABLE
ENERGIES
The production sites use gas (natural gas in Europe and Mexico,
propane in China) mainly for smelting aluminium and heating
moulds.
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, 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.
The series of actions taken has paved the way for a reduction
of more than 5% per annum in the energy consumption ratios
per ton produced at the foundry sites and per part at the
machining sites since 2010.
Energy consumption:
Foundry sites
(in kWh/T)
Machining sites
(in kWh/1,000 parts)
2010
5,839
3,229
2011
5,442
2,104
2012
5,170
2,175
USE OF GROUND
The Group’s plants have a limited impact on the use of ground. Also, for each new construction, the site’s impact on the use of
ground is taken into account.
1.4 CLIMATE CHANGE
CLIMATE CHANGE
Although Le Bélier is not subject to any reporting obligations
on greenhouse gas emissions (its combustion units being below
the relevant thresholds), the Group seeks to limit its impacts,
notably by giving preference to the use of the most efficient
smelting processes in terms of energy yields.
Emissions due to the combustion of gas used at the Group’s
plants represent 33,190t of CO2e (source: carbon base, ADEME
website).
When including emissions relating to the combustion of
propane, i.e. 5,374t of CO2e, the Group’s emissions due to the
combustion of gas total 38,564t of CO2e.
Parts manufactured on any given continent are virtually all
destined for the local market, thereby limiting emissions
caused by transport.
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).
40
1.5 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.
2- Staff-related information
2.1 EMPLOYMENT
TOTAL HEADCOUNT AND BREAKDOWN OF EMPLOYEES BY GENDER, AGE AND REGION
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.
The Group employed a total of 2,252 staff at 31 December 2012.
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.
Age pyramid for Le Bélier Group employees at 31 December 2012 (m/f)
-72
-65
-63
-61
-59
-57
-55
-53
-51
-49
-47
-45
-43
-41
-39
-37
-35
-33
-31
-29
-27
-25
-23
-21
-19
-17
M
F
-70
-60
-50
-40
-30
-20
-10
00
-10
-20
-30
-40
-50
-60
-70
Geographic analysis of employees at 31 december 2012
Asia 17%
France
14%
North
America 12%
Serbia
20%
Hungary 37%
France
Hungary
Serbia
North America
Asia
41
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 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.
2012
LB
France
FAB
France
LBD
China
LBH
Hungary
BSM
Hungary
LBK
Serbia
LBQ
Mexico
BQM
Mexico
Additions
15
15
41
74
71
70
140
120
Departures
8
12
48
72
35
65
41
138
The figures relating to our two Mexican sites are due to temporary staff becoming permanent LBQ/BQM employees in order to
enhance staff loyalty. Also, turnover at BQM reflects the local employment situation with an unemployment rate of close to zero.
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.
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:
> 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.
2.2 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.
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.
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.
ABSENTEEISM
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).
42
Level 2 absenteeism rates, by subsidiary, in 2012:
% Level 2 hours
of absence *
LBK
Serbia
LBD
China
FAB
France
LBH
Hungary
BSM
Hungary
LBQ
Mexico
BQM
Mexico
Group
average
(excl. LB)
2012
0.9%
1.5%
4.0%
1.6%
1.2%
1.7%
2.6%
1.7%
*= Level 2 hours of absence/(regular hours worked + additional hours + level 1 & 2 hours of absence)
In most cases, the level of the absenteeism rate is closely correlated to the level of welfare coverage in each country.
2.3 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 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 10 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.
2.4 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 the second half of 2011.
The very nature of our activities, which are exercised in a hot,
noisy and potentially dusty environment, calls for a 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 theses 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.
43
AGREEMENTS SIGNED WITH TRADE UNIONS AND STAFF REPRESENTATIVE BODIES ON HEALTH AND
SAFETY IN THE WORKPLACE
Our Group has no such agreements in place.
INDUSTRIAL ACCIDENTS, NOTABLY THEIR FREQUENCY AND SEVERITY, AND OCCUPATIONAL ILLNESSES
Since the end of the second half of 2011, a work focus specific
to industrial accidents has been put in place. This work focus
is accompanied by an objective to reduce the frequency index
for our industrial accidents at Group level in 2012 by 30%
compared with that in 2011. This objective had been met at
end-2012. For management involved in this process, their
personal level of profit-sharing may be impacted by achieving
this collective objective.
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 end2010, stood at 46.6 in France.
Frequency index for industrial accidents, by subsidiary, in 2012:
2012
Frequency index
Group total
FAB
France
LBD
China
LBH
Hungary
BSM
Hungary
LBK
Serbia
LBQ
Mexico
BQM
Mexico
10.4
32.3
10.2
11.4
0
2.3
19.8
0
The lack of industrial accidents at BSM and BQM reflects the fact that these subsidiaries are involved in the machining business,
which, by its nature, is subject to fewer risks than the foundry business of the other subsidiaries.
The severity rate is not tracked in all countries (only for the French subsidiary FAB, for which it stands at 0.6); our main objective
being to target zero accidents (i.e. a frequency objective). 2.5 TRAINING
POLICIES IMPLEMENTED ON TRAINING
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.
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).
Budgets devoted to vocational training vary from 1.3% (BQM
in Mexico) to 3.2% (head office, France) of each entity’s payroll.
Training sessions are generally “short” (one day or six hours)
for manual and clerical workers and “average” (three days or 18
hours) for management staff.
2.6 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
total employees in our Group; women are initially trained in
our technical professions in the same proportion.
POLICY IMPLEMENTED AND MEASURES TAKEN TO PROMOTE THE 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.
At our head office, we do not meet the imposed quotas but we
44
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.
2.7 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
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.
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”; public holidays and leave periods take into account this latter aspect locally.
THE ABOLITION OF FORCED OR COMPULSORY LABOUR
All our employees have an employment contract that they have signed.
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.
3- Social information
3.1 TERRITORIAL, ECONOMIC AND SOCIAL IMPACT OF THE COMPANY’S BUSINESS
IN MATTERS OF EMPLOYMENT AND REGIONAL DEVELOPMENT
Development of our activities benefits, above all, employment of the local population, which provides our manual workers and
a large proportion of our technicians.
ON LOCAL AND NEIGHBOURING POPULATIONS
We need to make use of near-sourcing in various fields: mechanical engineering, local services, temporary staffing, etc.
3.2 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.
45
> 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.
Our customers are satisfied with our overall offering, as
evidenced by the order levels achieved in recent years.
> 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, by means of our reference document, we endeavour
to deliver reliable and up-to-date information.
> Local authorities
For all our locations, we apply the laws of the country in
question, and, whenever necessary, we communicate with the
local authorities in place.
PARTNERSHIP AND PATRONAGE INITIATIVES
We have no specific policy on this matter.
3.3 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:
> Green alu
> Bulk purchasing
We give preference to the sourcing of so-called green alu, i.e.
Each Group company deploys an action plan aimed at bulk aluminium produced using hydroelectric energy (Iceland and
purchasing locally.
Norway).
The objective, soon met, is to limit sourcing to three suppliers
for each category of purchases (electrical, mechanical and > Sharing of IT applications
hydraulic parts, production consumables, chemicals, fluids, The Group’s IT policy also helps limit the environmental
etc.).
footprint:
One of the ley consequences of this bulk sourcing initiative is to The management software SAP is managed by a service provider
reduce road transport flows.
that has recently created so-called green IT server rooms near
Tracking is carried out on the basis of six-monthly purchasing Bordeaux in which the cooling is confined to servers alone
statistics.
using the latest techniques.
Several applications that are fundamental to the Group’s
Again with a view to reducing road transport, wherever possible, operation (financial management, document management,
we favour delivery of heavy goods by means of transport other management of technical data, e-mail system, etc.) are
than road freight. In this regard, opportunities identified to date shared and are installed on a single, secure basis: remote user
relate to certain shipments of aluminium by rail from the US to connections are established via a secure virtual private network
Mexico, and the transportation of aluminium from Rotterdam (VPN).
by barge to Hungary. These opportunities are currently being This arrangement substantially reduces the number of servers
investigated.
as well as the associated energy costs.
46
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.
In December 2012, we sent a letter to our main suppliers of primary aluminium to encourage them to adopt sustainable
development measures.
3.4 FAIR PRACTICES
INITIATIVES TAKEN TO PREVENT CORRUPTION
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.
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.
3.5 RIGHTS OF MAN
INITIATIVES TAKEN TO PROMOTE THE RIGHTS OF MAN
We have no specific policy on this matter.
47
48
Consolidated financial
statements and notes for
the year ended
Le Bélier Consolidated financial statements
and notes for the year ended 31 December 2012
49
LE BELIER CONSOLIDATED INCOME
Statement ifrs - In thousands of euros
Notes
REVENUE
3.1.1; 4.1.
Other operating income
INCOME FROM ORDINARY ACTIVITIES
Purchases consumed
Staff costs
External charges
Taxes and duties other than corporation tax
Net charge for depreciation and impaiment of non-current assets
Net charge to provisions
Change in inventory of work-in-progress and finished goods
Other current operating income and expenses
3.1.2
3.1.4
CURRENT OPERATING INCOME
Other operating income and expenses
3.1.5
OPERATING PROFIT
Income from cash and cash equivalents
Interest expense
3.1.6
3.1.6
NET FINANCE COSTS
Other financial income and expense
3.1.5
31/12/2012
(12 months)
31/12/2011
(12 months)
225,313
225,003
283
483
225,596
225,486
-111,714
-40,466
-40,482
-2,609
-11,922
586
609
-246
-113,726
-37,411
-43,120
-2,145
-13,198
329
3,360
-785
19,352
18,790
-370
-321
18,982
18,469
540
-1,890
367
-1,995
-1,350
-1,628
-262
50
17,370
16,891
-3,721
-4,181
13,649
12,710
NET INCOME
13,649
12,710
Group share
Non-controlling interests
13,649
12,710
INCOME BEFORE TAX
Corporate tax
3.1.7
NET INCOME FROM CONTINUING OPERATIONS
Net income from discontinued operations
Earnings per share (in euros)
3.1.8
2.30
2.06
Diluted earnings per share (in euros)
3.1.8
2.20
1.98
STATEMENT OF COMPREHENSIVE INCOME
En milliers d’euros
NET INCOME
50
31/12/2012
(12 months)
31/12/2011
(12 months)
13,649
12,710
Actuarial gains and losses on employee benefits
- of which, income/(charges) borne in equity
- o f which, income/(charges) transferred to profit or loss for the period
Gains and losses arising from translation of the financial statements
Hedges of future cash flows
- of which, income/(charges) borne in equity
- o f which, income/(charges) transferred to profit or loss for the period
-259
-259
0
1,288
0
0
0
-52
-52
0
-3,113
0
0
0
Net income (charges) recognised directly in equity
1,029
-3,165
COMPREHENSIVE INCOME
14,678
9,545
Group share
Non-controlling interests
14,678
0
9,545
0
consolidated balance sheet, ifrs - In thousands of euros
ASSETS
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
3.2.1 à 3.2.3; 3.2.5
3.2.1 à 3.2.3; 3.2.5
3.2.1 à 3.2.3; 3.2.5
3.2.10
3.2.13
3.2.6
3.2.7
3.2.8
3.2.8
3.2.9
3.2.9
TOTAL Assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
Notes
SHAREHOLDERS’ EQUITY
Share capital
Additional paid-in capital
Reserves
Translation adjustments
Net income for the years
Non-controlling interests
3.2.11
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 tax liabilities
Current provisions
Financial instruments
Trade payables
Other current liabilities
Liabilities relating to assets slated for disposal
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
3.2.12
3.2.13
3.2.14
3.2.16
3.2.8
3.2.12
3.2.14
3.2.17
31/12/2012
31/12/2011
550
1,075
55,250
3,240
16,182
30,033
5,795
443
0
0
193
1,375
550
1,443
50,519
3,094
15,974
26,146
5,305
520
0
0
170
1,080
58,886
54,282
20,703
41,613
7,765
790
31,420
167
0
19,074
39,713
6,910
369
31,990
673
0
102,458
98,729
161,344
153,011
31/12/2012
31/12/2011
10,005
9,826
41,936
-9,982
13,649
10,005
9,826
29,594
-11,270
12,710
65,434
50,865
33,463
2,106
2,396
115
33,033
1,962
2,073
182
38,080
37,250
6,215
12,017
0
649
0
25,451
13,498
5,959
14,799
0
772
0
30,131
13,235
57,830
64,896
161,344
153,011
51
consolidated balance sheet, ifrs - In thousands of euros
Non
Share Additional Consolidated Translation Other income and Group share
paid-in reserves and reserves expenses recognised
controlling
capital
of equity
directly in equity
capital net income
interests
SHAREHOLDERS’
EQUITY AT 31/12/2010
10,005
9,826
2011 net income
32,422
-8,157
12,710
Actuarial gains and losses on
employee benefits
0
0
12,710
-3,113
Performance share plan
Other changes
SHAREHOLDERS’ EQUITY AT 10,005
31/12/2011
9,826
2012 net income
-52
-3,113
-3,113
0
0
0
-52
9,545
-3,114
-3,114
-3,114
805
805
805
0
0
0
42,823
-11,270
-519
Gains and losses arising from
translation of the financial
statement
13,649
1,288
Performance share plan
Other changes
SHAREHOLDERS’ EQUITY AT 10,005
31/12/2012
52
9,826
50,865
-259
-259
1,288
1,288
0
0
0
-259
14,678
Dividends paid
Share buybacks
0
13,649
1,288
Hedges of future cash flows
50,865
13,649
-259
0
9,545
0
13,649
0
0
0
Actuarial gains and losses on
employee benefits
2012 comprehensive income
43,629
-52
Dividends paid
Share buybacks
0
12,710
-3,113
Hedges of future cash flows
43,629
12,710
-52
Gains and losses arising from
translation of the financial
statements
2011 comprehensive income
-467
TOTAL
0
14,678
0
0
-1,711
-1,711
-1,711
1,602
1,602
1,602
0
0
0
56,363
-9,982
-778
65,434
0
65,434
LE BELIER CONSOLIDATED CASH FLOW STATEMENT - In thousands of euros
Notes
2012
2011
3.1.8
13,649
12,710
4.1.9
11,753
1,602
13,497
805
305
-236
-80
-51
238
50
-178
6
Cash flow from operations
26,942
27,128
Impact of change in timing of cash flows
Change in working capital requirement
- 8,930
-3,502
Net cash flow from operating activities (A)
18,012
23,626
-15,287
123
-18
-10,965
5
15
-15,182
-10,945
2,830
12,681
4.1.9.3
-1,711
-3,114
4.1.10
-1,898
-4,909
-3,609
-8,023
-47
-170
-826
4,488
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
Reserval of investment grants
Gains and losses on disposal of non-current assets
Non-controling interests in consolidated subsidiaries’ net income
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)
3.1.6
3.1.7
4.1.14
3.2.2.2
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 the capital increase
Treasury shares
Dividends paid to shareholders of the parent company
Dividends paid to non-controlling interests in consolidated subsidiaries
Cash inflows/outflows on borrowings
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)
4.1.7
26,031
21,543
CLOSING CASH AND CASH EQUIVALENTS (A+B+C+D+E+F)
4.1.7
25,205
26,031
53
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2012
Group presentation
Le Bélier is a group specialising in aluminium foundry work for the global automotive market.
Since June 1999, its shares have been listed on the regulated market of Euronext Paris, compartment C.
1- Accounting policies
1.1 APPROVAL OF THE ACCOUNTS
The consolidated financial statements for the year ended
31 December 2012 were approved by Le Bélier’s Board of
Directors on 26 March 2013.
These financial statements will be submitted for approval by
the shareholders during the General Meeting of 23 May 2013.
1.2.2 Basis of consolidation
All companies included in the consolidation scope are fully
consolidated.
1.2.3 Closing date
1. 2 BASIS FOR PREPARATION OF
THE CONSOLIDATED FINANCIAL
STATEMENTS
All consolidated companies closed their accounts on
31 December 2012.
1.2.4 Assumptions and estimates
1.1.2 Statement of compliance
The consolidated financial statements for the year ended
31 December 2012 were prepared in accordance with the
framework of IFRS (International Financial Reporting
Standards) as adopted by the European Union at 31 December
2012 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 2012 financial
statements are those published in the Official Journal of the
European Union at 31 December 2012 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 new standards and interpretations
applicable with effect from 1 January 2012, in particular:
> Amendment to IFRS 7, Financial instruments: Disclosures
relating to transfers of financial assets (applicable to financial
years beginning on or after 1 July 2011);
> Amendment to IAS 12, Income taxes (applicable to financial
years beginning on or after 1 January 2013 at the latest).
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 whose application was not
mandatory at 1 January 2012.
54
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).
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 Events after the reporting period
None.
1.3 ACCOUNTING CHANGES
1.3.1 Change in presentation
No changes in presentation were made during the year.
The presentation of the Group’s consolidated financial statements for the year ended 31 December 2012 is identical to that used
for the 2011 consolidated financial statements.
1.4MAIN ACCOUNTING POLICIES
1.4.1 Presentation of the statement of financial position The Group has no business goodwill arising from business
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 Non-current assets
1.4.2.1 Intangible assets
Only intangible assets meeting the definition set out in IAS 38
are recognised in the statement of financial position.
“Other intangible assets” consist mainly of software acquired or
developed in-house and research and development costs.
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:
> 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.
combinations prior to 1 January 2004, nor any start-up costs
or brands.
1.4.2.2 Property, plant and equipment
In compliance with the option available under IFRS 1, Firsttime 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 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 (revised).
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.
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.
55
Main depreciation and amortisation periods and methods
Duration
Depreciation/ amortisation
Research and development costs
5 years
Straight-line
Concessions, patents and licences
Except for standard and specific software
5 years
3 years
Straight-line
Straight-line
Construction – building fixtures and fittings
25 years
Straight-line
40 years
25 years
15 years
20 years
Straight-line
Straight-line
Straight-line
Straight-line
15 years
Straight-line
Component-based approach
- shell
- roof
- cable networks
- internal fixtures and fittings
Renovation of old buildings
Industrial equipment, general case
6 ans 2/3
Straight-line
5 to 15 years
(depending on the
components)
Straight-line
Production moulds
3 years
Straight-line
Vehicles
5 years
Straight-line
Other non-industrial non-current assets
4 years
Straight-line
IT equipment
2 years
Straight-line
Except for industrial equipment managed using the components
approach
Items financed under finance leases are recognised as noncurrent 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;
> 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.
1.4.3 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.
56
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, weaker-than-expected performances, decline in revenue
and 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 1.4.5 Financial assets and liabilities – financial
the amount obtainable from the sale of an asset in an arm’s
instruments
length transaction between knowledgeable, willing parties.
This estimate is determined on the basis of available market 1.4.5.1 Financial assets
information and taking into account specific situations.
Financial assets included in the scope of IAS 39 are classified,
The value in use retained by the Group corresponds to the according to the case, as financial assets at fair value through
value of the expected future economic benefits derived from an profit or loss, loans and receivables, held-to-maturity
asset’s use and subsequent disposal. This is determined on the investments or available-for-sale financial assets.
basis of the present value of the future cash flows of each CGU,
including goodwill. Such amounts are determined by reference The Group determines the classification of its financial assets
to economic assumptions and projections of operating on initial recognition and, when authorised and appropriate,
conditions used by Group management.
reviews this classification at the end of each financial year.
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.
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
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.
1.4.4 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:
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.
1.4.5.2 Bank borrowings
All borrowings are recorded at fair value on initial recognition,
less any directly attributable transaction costs.
An impairment loss is recognised for raw materials, supplies,
consumables, packaging and finished goods to take into account Subsequent to initial recognition, interest-bearing liabilities are
a potential net realisable value, inventories to be written down stated at amortised cost using the effective interest rate method.
being identified based on criteria for slow inventory turnover. Gains and losses are recognised in profit or loss when the
liability is de-recognised, using the amortised cost method.
57
1.4.5.3 Short-term investment securities and cash and currency is the euro.
Recognition and measurement of foreign currency transactions
cash equivalents
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.
1.4.5.4 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.
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.
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.
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.
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.
1.4.7 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.
1.4.8 Investment grants
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.
1.4.6 Transactions denominated in foreign currency
You are reminded that the Group’s functional and reporting
58
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.
1.4.9 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.
1.4.10 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.
1.4.13 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.
In particular, these relate to:
These employee benefits are subject to an annual actuarial
valuation based on:
> the cost of restructuring measures, being mainly the cost of
> assumptions concerning inflation, wage increases, returns
staff departures, external charges generated by these measures
on plan assets and the rates used to discount the obligations.
and site closure costs;
These assumptions may change from one year to the next;
> differences between these assumptions and actual outcomes. > changes in provisions raised for these restructurings, e.g.
provisions for the business rescue plan (plan de sauvegarde
The gross amount of these benefits is recognised in the statement
de l’emploi - PSE) and the manpower plan (Gestion
of financial position in “Non-current provisions” while changes
Prévisionnelle de l’Emploi et des Compétences - GPEC).
during the year are recognised in the income statement in
“Net charge to provisions” and “Other financial income and The costs provisioned include pay in lieu of notice, contractual
expense” for the amount corresponding to financial expenses, and statutory redundancy payments, voluntary redundancy
with the exception of actuarial gains and losses on retirement payments, financial assistance for the creation or acquisition
indemnities, which are recognised in equity.
of a business, mobility allowances, outplacement services
costs, training expenses and travel costs for staff covered by the
1.4.11 Share-based payments
agreement.
The provisions do not include costs for the retraining or
Certain Group employees and corporate officers benefit from relocation of staff retained:
stock purchase option plans and plans for the allocation of free
shares.
> changes in provisions for asset impairment following sharp
In accordance with IFRS2, Share-based Payment, these plans
declines in activity and litigation provisions of an unusual or
are recognised as transactions settled in equity instruments.
non-recurring nature;
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 > any material litigation, not directly linked to the Group’s
spreading it over the period in which the rights are vested by the
operations.
beneficiaries, with a corresponding increase in the net position
in a specific account.
1.4.14 Earnings per share
1.4.12 Recognition of revenue from ordinary activities
For parts, income is recognised on delivery, or on the basis of
consumption in the case of consignment stock.
For toolmaking, income is recognised on acceptance of the
standard product designs by the customer.
This income is recognised in “Revenue”.
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.
59
1.4.15 Cash and cash equivalents
defined above, net of current bank facilities and short-term
financing.
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.
For the purposes of the consolidated cash flow statement, cash
and cash equivalents comprise cash and cash equivalents as
1.4.16 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.
2- Consolidation scope
2.1 CHANGES IN THE CONSOLIDATION SCOPE
There were no changes in the consolidation scope at 31 December 2012.
2.2 LIST OF CONSOLIDATED COMPANIES
Company
(Business)
French company
registration number
(SIRET)
Control
(%)
Ownership
(%)
Abbreviation
Registered office
Le Bélier (Holding company)
LB
Plantier de la Reine,
Vérac (33), France
39362977900017
100%
100%
Fonderies et Ateliers du Bélier
(Foundry for light alloys)
FAB
Vérac (33) France
59615014400019
100%
100%
Le Bélier Dalian
(Foundry for light alloys)
LBD
Dalian, China
Foreign subsidiary
100%
100%
BMP Manfredonia S.p.A.
(Foundry for light alloys)
BMP
Manfredonia - Italy
Foreign subsidiary
100%
100%
Le Bélier Hongrie
(Foundry for light alloys)
LBH
Ajka, Hungary
Foreign subsidiary
100%
100%
BS Hungary Machining Ltd
(Machining)
BSM
Szolnok, Hungary
Foreign subsidiary
100%
100%
LBQ Foundry S.A. de C.V.
(Foundry for light alloys)
LBQ
Querétaro, Mexico
Foreign subsidiary
100%
100%
BQ Machining S.A. de C.V.
(Machining)
BQM
Querétaro, Mexico
Foreign subsidiary
100%
100%
Le Bélier Kikinda
(Foundry for light alloys)
LBK
Kikinda, Serbia
Foreign subsidiary
100%
100%
LBO
(Equipment leasing)
LBO
Plantier de la Reine,
Vérac (33) France
40307761300012
100%
100%
- Le Bélier is an active holding company that provides services on behalf of the Group.
- The other consolidated subsidiaries are manufacturers of aluminium cast parts for carmakers and components manufacturers,
with the exception of LBO, which is an equipment leasing company.
2.3 NON-CONSOLIDATED COMPANIES
None.
60
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
31/12/2012
31/12/2011
Variation
Foundries
Machining
Toolmaking
Other (1)
182,911
26,464
10,636
5,302
183,319
25,710
10,564
5,410
-0.2%
2.9%
0.7%
-2.0%
Total
225,313
225,003
0.1%
(1) Includes notably the provision of services.
3.1.2 Staff costs and number of employees of consolidated companies
3.1.2.1 Staff costs
In KEUR
Wages and salaries
Social security charges
Other staff costs
Total staff costs
31/12/2012
31/12/2011
27,089
9,125
4,252
25,705
8,650
3,056
40,466
37,411
The staff costs in 2012 include e1.9 million of charges relating to performance plans (compared with e1.6 million in 2011),
comprising e1.6 million in respect of the fair value of benefits awarded and e0.3 million for supplementary profit sharing.
Costs relating to temporary and external staff are recorded in “External charges” and represented an amount of e3,689,000 in
2012 and e4,171,000 in 2011.
3.1.2.2 Number of employees available (including temporary staff)
Year end
By country
France
Hungary
Serbia
China
Mexico
31/12/2012
Average
31/12/2011
2012
2011
320
886
447
382
358
321
869
457
396
327
325
890
432
388
370
319
876
441
389
334
2,393
2,371
2,405
2,359
Direct labour
Indirect labour
Administrative staff
1,518
625
250
1,466
673
232
1,532
630
243
1,479
669
211
Total
2,393
2,371
2,405
2,359
Total
By type
61
3.1.3 Research and development costs
In 2012, the amount of research and development costs recognised directly in profit or loss was e530,000, including e475,000
of staff costs, compared with e678,000 and e625,000 respectively in 2011.
In 2012, the Group recorded income of e125,000 in “Other operating income” in respect of a research tax credit in France
compared with e111,000 in 2011.
3.1.4 Net provisions
This item can be analysed as follows:
31/12/2012
Additions
Reversals
31/12/2011
Net
(additions)
reversals
Net additions
Impaiment of receivables
Provision for contigencies and expenses
-23
-182
365
426
342
244
481
-152
Total net (additions) reversals
-205
791
586
329
Note: net impairment of inventories is included as follows:
> for inventories of materials and consumables, a recovery of e181,000 in “Purchases consumed”;
> for inventories of work-in-progress and finished goods, a recovery of e55,000 in “Change in inventory of work-in-progress and
finished goods”.
3.1.5 Other operating income and expenses
In 2012, other operating income and expenses represented a net charge of e370,000 (including e391,000 disbursed) compared
with a net charge of e321,000 in 2011.
During the year, this item essentially comprised costs for the Italian site, closed and in the process of being liquidated (building
depreciation and liquidation costs).
Up to 2011, this item also included income and expenses relating to the restructuring plans at the Group’s various sites.
3.1.6 Net financial income (expense)
2012
2011
Income from cash and cash equivalents
Borrowing costs
540
-1,890
367
-1,995
Net finance cost
Realised currency gains/(losses)
Unrealised currency gains/(losses)
Charges to provisions
Other financial income (expenses)
-1,350
37
-305
0
6
-1,628
296
-238
-8
- 262
50
-1,612
-1,578
Other financial income and expenses
Financial result
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
62
2012
2011
Financial income received
Financial income not received
540
-
367
-
Total income from cash and cash equivalents
540
367
Financial expenses disbursed
Financial expenses not disbursed
-1,794
-96
-1,904
-91
Total borrowing cost
-1,890
-1,995
2012
2011
Current tax income/(charge)
Deffered tax income/(charge)
-3,957
236
-4,131
-50
Total tax income/(charge)
-3,721
-4,181
Financial expenses not disbursed essentially relate to interest on staff benefits.
3.1.7 Corporation tax
3.1.7. 1 Analysis of the tax charge
The current tax charge relates mainly to the Hungarian and Chinese companies that generate taxable profits.
The losses of the French companies do not give rise to a deferred tax asset.
Given the earnings trend and the favourable outlook for Serbia since 2011, a deferred tax asset of e774,000 was recognised at
31 December 2012. During the year, there was a positive impact of e235,000 on the income statement.
3.1.7.2 Deferred tax rates
2012
2011
25 %
17 %
13 %
33.33 %
33 %
30 %
15 %
25 %
17 %
13 %
33.33 %
33 %
30 %
10 %
2012
2011
Income before tax
Theoretical tax (33.33 %)
Deferred tax assets not recognised on losses for the period
Impact of the recognition of deffered tax assets and tax credits
Impact of the recognition of deffered tax liabilities
Impact of differences in tax rates
Impact of permanent differences
17,370
-5,789
-319
280
27
2,633
-553
16,891
-5,630
-707
578
-612
3,110
-920
Corporation tax recognised
-3,721
-4,181
China
Hungary LBH
Hungary BSM
France
Italy
Mexico
Serbia
3.1.7.3 Tax proof
63
3.1.8 Earnings per share
2012
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 basic 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)
2011
13,649
6,582,120
6,582,120
647,124
12,710
6,582,120
6,582,120
418,959
5,934,996
6,163,161
261,668
262,878
6,196,664
6,426,039
Earnings per share (in euro) ( A x 1 000 / B )
2.30
2.06
Diluted earnings per share (in euro) ( A x 1 000 / C )
2.20
1.98
(1) The stock purchase options have not been used as the exercise price is higher than the average share price for the period.
3.1.9 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, and excluding performance
share plans.
2012
2011
Current operating income
Net charge for depreciation and amortisation
Net charges for impaiment
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 disbursed performance share plans in staff costs
19,352
11,922
-244
-80
-51
1,602
333
18,790
13,198
152
-178
6
805
809
EBITDA before total cost of performance share plans
32,834
33,582
31/12/2012
31/12/2011
3.2 CONSOLIDATED STATEMENT OF FINANCIAL POSITION
3.2.1 Goodwill
Gross amount
Impaiment (1)
Net amount
778
(228)
550
778
(228)
550
LBH
BSM
BMP
LBK
66
453
0
31
66
453
0
31
TOTAL
550
550
Analysis by company
(1) Impaiment of goodwill relating to BMP.
64
3.2.2 Intangible assets and property, plant and equipment (cost)
3.2.2.1. Cost at 31 December 2011 (including Goodwill)
Movement during the year
Goodwill
31/12/2010
Translation Acquisitions
differences / Transferts
Disposals
778
31/12/2011
778
Development costs
Concessions and patents (1)
Other intangible assests
Advances and payments on account
1,715
4,785
0
0
-19
-113
63
-75
Other intangible assets
6,500
-132
63
-75
6,356
Land
Buildings and fixtures and fiftings (1)
Technical installations (1)
Other property, piant and equipment, assets in
progress and advances and payments on account (1)
3,352
34,318
125,197
-258
-1 903
-7 994
455
8,056
-3
-245
3,094
32,867
125,014
13,062
-832
2,391
-155
14,446
Property, plant and equipment
175,929
-10,987
10,902
-403
175,441
total non-current assets
183,207
-11,119
10,965
-478
182,575
Disposals
31/12/2012
(1)
1,696
4,660
0
0
(1) Including non-current assets financed under finance leases of e40,662,000 at the end of the reporting period.
3.2.2.2 Cost at 31 December 2012 (including Goodwill)
Movement during the year
Goodwill
31/12/2011
Translation Acquisitions
differences / Transfers
778
778
Development costs
Concessions and patents (1)
Other intangible assests
Advances and payments on account
1,696
4,660
0
0
11
68
6
207
-17
1,713
4,918
0
0
Other intangible assets
6,356
79
213
-17
6,631
Land (1)
Buildings and fixtures and fiftings (1)
Technical installations (1)
Other property, piant and equipment, assets in
progress and advances and payments on account (1)
3,094
32,867
125,014
146
956
3,923
1,313
13,075
-37
-1,323
3,240
35,099
140,689
14,466
498
686
-96
15,554
Property, plant and equipment
175,441
5,523
15,074
-1,456
194,582
total non-current assets
182,575
5,602
15,287
-1,473
201,991
(1) Including non-current assets financed under finance leases of e43,176,000 at the end of the reporting period.
65
3.2.3 Amortisation, depreciation and impairment of intangible assets and
property, plant and equipment
Goodwill
Other intangible assets
4,529
0
141
16,161
95,216
-141
141
9,602
-14
-127
420
180
-75
-141
600
-75
-1,013 1,605
-6,685 10,582
-1
-236
-706
420
-155
879
4,034
0
0
0
4,913
-9
0
16,893
98,868
9,161
Property, plant and equipment
121,120
0
-8,404 12,607
-392
0
-9
124,922
Total non-current assets
125,877
0
-8,545 13,207
-467
0
-9
130,063
(1) Including non-current assets financed under finance leases of e32,072,000 at the end of the reporting period.
Goodwill
228
31/12/12
Reversals of
impaiment
provisions
Impaiment provisions
Reversals
(on disposals)
Amortisations
and depreciation
Translation
differences
Movements during the year
31/12/11
3.2.3.2 Amortisation, depreciation and impairment at 31 December 2012
228
Development costs
Concessions and patents (1)
Other intangible assets
879
4,034
0
7
75
419
159
-17
Other intangible assets
4,913
82
578
-17
0
16,893
98,868
518
3,515
9,161
415
Property, plant and equipment
124,922
4,448
11,351 -1,383
1
-7
139,332
Total non-current assets
130,063
4,530
11,929 -1,400
1
-7
145,116
Land
Buildings and fixtures and fiftings (1)
Technical installations (1)
Other property, plant and equipment, assets in
progress and advances and payments on account (1)
(1)
1,529
-23
9,542 -1,263
280
1,305
4,251
0
0
1
0
5,556
-7
0
18,917
110,656
-97
(1) Including non-current assets financed under finance leases of e33,953,000 at the end of the reporting period.
66
31/12/11
Reversals of
impaiment
provisions
Impaiment provisions
228
473
4,056
0
Land
Buildings and fixtures and fittings (1)
Technical installations (1)
Other property, plant and equipment
assets in progress and advances and payments on account
Reversals
(on disposals)
228
Development costs
Concessions and patents (1)
Other intangible assets
(1)
Amortisations and
depreciation
Translation
differences
Reclassifications
Movements during the year
31/12/10
3.2.3.1 Amortisation, depreciation and impairment at 31 December 2011
9,759
3.2.4 Leases 3.2.4.1 Carrying amount of non-current assets under finance leases
At 31 December 2012:
Amortisation and
depreciation
Type of asset under finance lease
Cost
Carrying amount
Concessions, patents and licenses
Land
Buildings
Equipment
Non-current assets in progress
1,404
767
12,816
28,087
102
1,404
0
6,223
26,317
9
0
767
6,593
1,770
93
Total
43,176
33,953
9,223
Amortisation and
depreciation
At 31 December 2011:
Type of asset under finance lease
Cost
Concessions, patents and licenses
Land
Buildings
Equipment
Non-current assets in progress
1,404
733
12,466
26,059
0
1,404
0
5,689
24,979
Carrying amount
0
733
6,777
1,080
0
Total
40,662
32,072
8,590
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
31/12/2012
In K€
Present value
Interest
payable
31/12/2011
Minimum future
Present value
payments
Interest
payable
Minimum future
payments
Due within 1 year
Due between 1 and 5 years
Due in more than 5 years
791
2,736
3,240
294
710
331
1,085
3,446
3,571
1,046
1,975
3,616
151
996
529
1,197
2,971
4,145
Total
6,767
1,335
8,102
6,637
1,676
8,313
3.2.4.3 Lease payments recognised in the income statement
Operating lease payments recognised in the income statement amounted to e1,014,000 in 2012 compared with e789,000 in
2011.
67
3.2.5 Impairment of assets
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.
Discounting of the future cash flows was based on the Group’s 2013-2015 medium-term plan, compiled at the end of 2012,
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 2011.
The test performed at the end of 2012 provided confirmation of the value of goodwill and other non-current assets in the
statement of financial position.
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
2012 gave the following results for the two sites with the lowest test margin:
Test margin (carrying
amount - value in use)
Impact on the value in use
of a 0.5pp decrease
in the growth rate to infinity
Impact on the value in use of a 1pp
increase in the discount rate
Site 1
0.3
(0.7)
(1.7)
Site 2
0.3
(0.3)
(0.6)
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.
The main movements recognised during the period were as follows:
Provisions for impaiment
Opening balance at
31/12/2011
On Goodwill
On intangible assets and property, plant
and equipment
On financial assets
228
3,820
Total
4,053
Translation
differences
Charges for
impaiment
Reversals
Closing balance
at 31/12/2012
1
-7
228
3,814
5
5
0
1
-7
4,047
3.2.6 Inventories
31/12/2012
31/12/2011
Gross amount
Impaiment
22,662
-1,959
21,195
-2,121
Net amount
20,703
19,074
Analysis by type:
31/12/2012
Raw materials and supplies
Goods in progress
Intermediate and finished goods
Total inventories
68
31/12/2011
5,831
5,428
9,444
5,327
4,723
9,024
20,703
19,074
3.2.7 Trade receivables
31/12/2012
31/12/2011
Gross amount
Impaiment
41,976
-363
40,390
-677
Net amount
41,613
39,713
Receivables assigned under factoring agreements in France are recognised in trade receivables, with an equivalent amount of
borrowings recorded in current bank facilities, being e4,528,000 at 31 December 2012 and e3,768,000 at 31 December 2011.
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:
Total in KEUR
Not overdue and not
written down
Overdue but not written down
< 30 days
30 -60 days
60 - 90 days
90 - 120 days
> 120 days
2012
41,613
32,215
8,809
334
(4)
143
116
2011
39,173
33,026
5,331
427
(92)
43
976
3.2.8 Current operating assets
31/12/2012
31/12/2011
Advances to suppliers
Amounts due to govemment bodies staff and others
Prepaid expenses
576
6,794
395
1,014
5,342
554
Other current assets
7,765
6,910
790
369
8,555
7,279
Current tax asset (current tax receivable)
Total
The research tax credit receivable for the current year amounts to e125,000 and is included in the line “Current tax asset”.
3.2.9 Cash and cash equivalents
31/12/2012
31/12/2011
Short-term investment securities
Cash
21,519
9,901
23,494
8,496
Short-term investsment securities and cash
31,420
31,990
Current bank facilities and short-term financing
-6,215
-5,959
Net cash
25,205
26,031
The short-term investment securities are risk-free instruments with short maturities and are available.
69
3.2.10 Financial instruments (assets)
31/12/2012
31/12/2011
167
673
Financial instruments (assets)
(1) The amount of financial assets at the end of 2012 corresponds to the fair value of the swap into euros of the last of the four
Hungarian loans, this loan being denominated in US dollars. In 2011, their fair value of e673,000 was recorded in financial assets.
3.2.11 Investment property – assets slated for disposal
After operations were shut down at the Group’s Italian site in
June 2008, all the Italian property was reclassified in “Assets
slated for disposal” with effect from 1 July 2008, representing an
amount of e851,000, being its carrying amount at this date.
with effect from 1 July 2010 and reinstated the asset’s initial
depreciation schedule.
Depreciation of e77,000 was thus recognised in respect of 2012.
Like all costs relating to the closed site, this amount is not
included in the current operating profit.
Having failed to finalise negotiations quickly for the sale of this The carrying amount of this asset thus stood at e443,000 at
asset, the Group reclassified this asset in “Investment property” 31 December 2012.
3.2.12 Shareholders’ equity
3.2.12.1 Share capital
The share capital is comprised of 6,582,120 shares with a nominal value of e1.52 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.
3.2.12.2 Stock purchase options and allocation of free shares in favour of employees
At the meeting of the Board of Directors held on 28 June 2011, it was unanimously decided to grant 365,308 stock purchase
options representing 5.55% of the Company’s share capital and to allocate 263,284 free shares representing 4% of the Company’s
share capital.
Allocation of stock purchase options
> The stock purchase options have a life of six years and are
granted without a discount on the basis of the last 20 listed
prices prior to the date of the Board meeting, i.e. a price of
€7.83 (in accordance with the provisions of Articles L.225177 and L.225-179 of the French Commercial Code). The
beneficiaries are the managing corporate officers and the
main executive managers.
> The split between the beneficiaries is made based on
objective criteria and pursuant to the AFEP/MEDEF code of
corporate governance, all option allocations being subject to
performance and employment conditions that are applicable
to all beneficiaries.
70
> The performance conditions are based on changes in the
Group’s average consolidated economic value (incorporating
concepts of EBITDA and net borrowings) in 2011 and 2012.
In accordance with the provisions of Article L.225-185 of the
French Commercial Code, the Board decided that the managing
corporate officers must retain in registered form until such time
as they cease to fulfil their functions 15% of the shares arising
from the exercise of options granted to them.
Date of EGM
authorisation
Date of Board
of Directors
meeting
Total
number
of options
granted
of which
corporate
officers
of which,
to top 10
employees
Total
number of
beneficiaries
24/05/2011
(renewed on
24/05/2012)
28/06/2011
365,308
209,190
142,952
15
Option exer- Option expiry
cise start date
date
28/06/2013
28/06/2017
Subcription
price (in
euros)
7.83
Allocation of free shares
> The beneficiaries are the managing corporate officers, the
main executive managers, executives of the French companies
and certain executive employees of the foreign subsidiaries.
> 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 and employment conditions that are applicable
to all beneficiaries.
> The performance conditions are based on changes in the
Group’s average consolidated economic value (incorporating
Date of EGM
authorisation
24/05/2011
(renewed on
24/05/2012)
Date of board
of Directors
meeting
28/06/2011
Total
number
of shares
allocated
261,668
of which to
corporate
officers
139,460
concepts of EBITDA and net borrowings) in 2011 and 2012.
> Shares acquired free of charge must be retained by the
beneficiary in registered form for a period of two years with
effect from the date of definitive acquisition.
> In accordance with the provisions of Article L.225-197-1 II
of the French Commercial Code, the Board decided 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.
of which
to top 10
employees
95,300
Total
Rights
number of
vesting date
beneficiaries
78
Retention
period and
date
Performance
conditions
Economical
value
28/06/2013 28/06/2015
(base : EBITDA,
net borrowings)
The fair value of these performance share plans, being e1,602,000 in 2012 (e805,000 in 2011), is recognised in shareholders
equity with a corresponding staff cost in the income statement.
The features of these two plans at 31 December 2012 were as follows:
Fair value per unit on allocation in euros
Valuation model used
Volatility
Rights vesting period
Residual contractual term
Interest rate
Stock purchase option plan
Plan for the allocation of free shares
3.19
Black and Scholes
50 %
24 months
54 months
2.10 %
7.81
price on the plan date (28/06/2011)
24 months
6 months
3.2.12.3 Treasury shares
At 31 December 2012, the Group held 647,124 Le Bélier shares amounting to e4,825,000 (compared with 418,959 shares
amounting to e3,114,000 at 31 December 2011).
In accordance with IAS 32, these treasury shares are recognised as a deduction from shareholders’ equity.
3.2.12.4 Dividends paid and proposed
No dividends were paid or proposed in 2011.
In 2012, no dividend was paid. The Board of Directors meeting held on 26 March 2013 proposed the distribution of a dividend
from the 2012 earnings: this proposal will be put to the vote at the General Meeting of 23 May 2013.
71
3.2.13 Long-term borrowings
3.2.13.1 Changes in borrowings during the year
Translation
Change in
31/12/2011 difference fair value
52
Decreases
31/12/2012
12,522
-14,375
45,480
1,013
1,035
5,732
38,713
Long-term borrowings
47,787
- equipment finance leases
- property finance leases
- bank loans1)
538
6,099
41,150
52
-506
11,509
-516
-367
-13,492
Other borrowings
45
-
-
-
-45
-
- employee profits-sharing and other
- repayable advance
45
-
-
-45
-
12,522
-14,420
45,480
Total medium- and long-term
47,832
52
borrowings
(1) Impact of hedging instruments on the amount of borrowings.
-506
Increases
-506
(in K e)
31/12/2011
31/12/2012
Borrowings at amortised cost not covered by hedging instruments
Borrowings at amortised cost covered by cross currency swaps
Impact of fair value hedges
35,469
5,008
673
37,684
862
167
Total fair value of borrowings after hedges
41,150
38,713
Due within
1 to 5 years
Due in more
than 5 years
3.2.13.2 Maturity analysis of borrowings
31/12/2012
Due within 1 year
Long-term borrowings
45,480
12,017
29,073
4,390
- e quipment finance leases
- property finance leases
- bank loans
1,035
5,732
38,713
312
479
11,226
723
2,013
26,337
3,240
1,150
0
0
0
0
45,480
12,017
29,073
4,390
Other borrowings
- employee profit-sharing and other
- repayable advance
Total long-term borrowings
During the year, the Group finalised the negotiation of e11,509,000 of new loans recognised in bank loans, including five
medium-term loans over 5 years for an amount of e9,509,000 in Hungary and a medium-term loan for an amount of e2,000,000
in France.
(1) Covenants
Certain loan agreements entered into by the Group contain clauses for early repayment in the event of failure to comply with
certain financial ratios calculated on the basis of the annual financial statements, i.e. at 31 December 2012.
In compliance with IAS 1, Presentation of Financial Statements, any borrowings due in more than one year that do not meet these
ratios are reclassified in “Current portion of long-term borrowings”.
At 31 December 2012, all covenants were complied with.
72
3.2.13.3 Analysis of long-term borrowings by repayment currency, after impact of hedging
31/12/2012
Euros
US Dollars
Total
31/12/2011
45,480
46,981
0
851
45,480
47,832
3.2.13.4 Analysis of long-term bank borrowings by interest rate type, after impact of hedging
31/12/2012
31/12/2011
Fixed rates
Variable rates
29,692
9,021
24,589
16,561
S/Total
38,713
41,150
-167
-673
38,546
40,477
31/12/2012
31/12/2011
Long-term borrowings
Impact of fair value hedges
45,480
-167
47,832
-673
S/Total
Current bank facilities and short-term financing
45,313
6,215
47,159
5,959
Total gross borrowings
51,528
53,118
- 31,420
-31,990
20,108
21,128
31/12/2012
Net
31/12/2011
Net
-1,141
-88
650
-567
-279
505
774
-585
-1,191
-205
539
-384
-375
779
567
-612
Impact of fair value hedges
Total
3.2.13.5 Borrowings
Short-term investment securities and cash
Total net borrowings
3.2.14 Deferred tax assets and liabilities Finance leases
Measurement of non-current assets and depreciations and amortisation
Employee benefits
Other temporary differences
Other
Capitalisation of tax losses
Capitalisation of tax losses (Serbia tax credit)
Recognition of deferred tax liabilities (Mexico)
Total net amount
Total deferred tax assets
Total deferred tax liabilities
-731
-882
1,375
1,080
-2,106
-1,962
During the year, the Group recorded:
> income of e236,000 in the income statement;
> income of e2,000 in equity.
73
The Group recognises a deferred tax liability relating to the
IETU tax in Mexico that amounted to e585,000 at 31 December
2012 and e612,000 at 31 December 2011.
> In France, tax losses that did not give rise to a deferred
tax asset amounted to e33,958,000 at 31 December 2012.
Deferred tax losses may be carried forward indefinitely.
In Serbia, given the earnings trend and the favourable outlook
since 2011, a deferred tax asset is recognised: it amounted to
e774,000 at 31 December 2012, including e546,000 relating to
investment tax credits, compared with e567,000 and e245,000
respectively at 31 December 2011.
> In Mexico, tax losses that did not give rise to a deferred
tax asset amounted to e12,653,000 at 31 December 2012.
Deferred tax losses can be carried forward for a maximum
of 10 years.
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, Italian, and Mexican entities as it
considered their utilisation in the short term unlikely.
Maturity analysis of deferred tax assets not recognised:
2017: 524
2018: 2,433
2019:
838
Indefinite: 11,355
3.2.15 Provisions
3.2.15.1 Changes during the year
Provisions for contingencies
and expenses
31/12/2011
Translation
differences
Other
changes
Customers/supplier disputes
276
14
0
Staff disputes
177
-2
2,073
22
Employee benefits
(1)
Manpower plan and restructuring
102
Tax provisions
218
3
2,846
37
Total
357
Additions
Reversals
(utilised)
Reversals
31/12/2012
(not utilised)
2
-39
253
50
-31
194
180
-140
-96
2,396
102
of which, current operating
income
of which, other operating income
and expenses (restructuring)
357
-78
-42
101
232
-288
-138
3,046
182
-288
-138
50
(1) Other changes relate to employee benefits and consist of e96,000 of financial expenses recognised in the income statement
and e261,000 of actuarial gains and losses recognised directly in equity.
There were no other disputes in existence at 31 December 2012 that might materially affect the financial statements for the year
ended 31 December 2012.
3.2.15.2 Maturity analysis of provisions
Provisions for contingencies
and expenses
Non-current portion
Due within 1 year
Due in more than 1 year
Customers/supplier disputes
253
253
Staff disputes
194
194
Employee benefits
2,396
2,396
Manpower plan and
restructuring
102
102
Tax provisions
101
101
3,046
650
Total
74
31/12/2012
Current portion
2,396
3.2.16 Employee benefits
Employee benefits essentially consist of lump-sum retirement payments as well as termination benefits.
The breakdown at 31 December 2012 was as follows:
Lump-sum retirement payment
e1,733,000
Termination benefits e663,000
Other long-term benefits
e0
The assumptions used when calculating pension commitments are explained below.
3.2.16.1 Measurement
The commitment is calculated using the projected unit credit method as recommended by IAS 19.
3.2.16.2 Measurement assumptions for the two main countries (France and Hungary)
Actuarial assumptions Date of the actuarial measurement of commitments: 31/12/2012
Data extraction date:31/10/2012
Life expectancy table:INSEE 06/08
Discount rate:
3.20% for France(4.3% in 2011)
6.70% for Hungary (7.0% in 2011)
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
France
Hungary
Nature of
Retirement age retirement
Employer’s
contributions Wage increase
Category
Pension rights
Executives
Metallurgy engineers and
executives
(*)
Volontary
Fab : 42.7%
LB : 38.8%
2.5%
Nonexecutives
Metallurgy Gironde - Landes
(*)
Volontary
Fab : 42.7%
LB : 38.8%
2.5%
Women
Le Bélier Hungary table
65 years
Volontary
37%
4%
Men
Le Bélier Hungary table
65 years
Volontary
37%
4%
(*) Retirement age for France:
Executives: Non-executives:
Born in 1951 or earlier: Born in 1952 or later: 63 years
64 years
Born in 1951 or earlier:
Born between 1952 and 1954: Born in 1955 or later:
60 years
61 years
62 years
The rights are those prevailing during 2012.
The Group has no commitments in respect of its staff in China.
The plans covered by this measurement are not funded.
75
3.2.16.3 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: 7.25% (7.45% in 2011);
> wage increase: between 4% and 5.8% (same as in 2011).
3.2.16.4 Change in the Group’s commitments Change in commitment (defined benefit obligations)
2012
2011
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
2,241
161
96
261
-140
0
-88
22
2,553
2,025
184
91
77
-83
0
-13
-40
2,241
161
96
11
-88
180
184
91
12
-13
274
2,073
180
261
0
-140
22
2,396
1,845
274
49
28
-83
-40
2,073
Analysis of the change 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 the provision
Opening provision
Expense/(income) for the year
Actuarial losses/(gains) recognised in equity
Actuarial losses/(gains) recognised in profit or loss
Services paid during the year
Translation differences
Closing provision
The impact on the 2012 profit or loss is recognised:
> in “net charges to provisions”:
> in “other financial income and expense”: €56,000
an expense of €€96,000
The total amount of actuarial gains and losses recognised directly in equity amounts to:
>€€49,000 at 31 December 2011
>€€261,000at 31 December 2012
76
3.2.17 Other non-current liabilities: investment grants
31/12/2011
Translation
differences
Increases
Decreases
31/12/2012
Hungary
182
13
-
-80
115
Total investment grants
182
13
-
-80
115
3.2.18 Other current liabilities
Operating liabilities and liabilities on non-current assets
31/12/2012
Customers advances
31/12/2011
804
1,557
Tax and social security liabilities
8,396
7,801
Liabilities on non-current assets
297
336
Other liabilities
804
1,010
3,197
2,531
13,498
13,235
Deferred income
Other current liabilities
Deferred income corresponds mainly to provisions for the replacement of certain toolmaking moulds.
3.2.19 Financial liabilities – current portion
En Keuros
Bank overdrafts
Current portion of long-term borrowing
Financial instruments - liabilities
Total
31/12/2012
31/12/2011
6,215
5,959
12,017
14,799
-
-
18,232
20,758
Also see Note 3.2.13.
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 site for customers from the Asia region
Group management treats these operating units on a stand-alone 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.
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.
Inter-segment flows are recognised using transfer prices based on market prices.
77
Income statement
Europe
Outside Europe
Inter-sector
eliminations
Total
Revenue
161,091
70,171
-5,949
225,313
Charges
-147,803
-64,106
5,948
-205,961
13,288
6,065
-1
19,352
31/12/2012
Current operating income
Other operating income and expenses
Operating profit
-370
12,918
-370
6,065
-1
18,982
Net financial income/(expense)
-1,612
Corporation tax
-3,721
Net income
13,649
Other information
Investments
12,285
3,002
15,287
Net charge for depreciation and amortisation
-8,879
-3,050
-11,929
-1
7
6
Net charge to impaiment provisions for
non-current assets
Europe
Outside Europe
Inter-sector
eliminations
Total
Revenue
171,953
56,531
-3,481
225,003
Charges
-158,281
-51,493
3,561
-206,213
13,672
5,038
80
18,790
31/12/2011
Current operating income
Other operating income and expenses
Operating profit
-338
13,334
5,038
17
-321
97
18,469
Net financial income/(expense)
-1,578
Corporation tax
-4,181
Net income
12,710
Other information
Investments
Net charge for depreciation and amortisation
Net charge to impaiment provisions for
non-current assets
78
8,982
1,983
10,965
-9,805
-3,393
-13,198
-62
-62
Statement of financial position
31/12/2012
Inter-sector
eliminations
Europe
Outside Europe
Total
Net non-current assets
42,297
14,107
-79
56,325
Inventories and receivables
63,788
19,123
- 13,801
69,110
Segment assets
Other assets (unallocated)
35,909
Total assets
161,344
Segment liabilities and shareholders’
equity
Trade payables
19,588
12,096
-6,233
Deferred tax liabilities (unallocated)
25,451
2,106
Other liabilities (unallocated)
28,675
Borrowings (unallocated)
39,678
Shareholders’equity (unallocated)
65,434
Total liabilities and
shareholders’ equity
31/12/2011
161,344
Europe
Outside Europe
Net non-current assets
38,441
13,521
Inventories and receivables
59,756
17,704
Inter-sector
eliminations
Total
Segment assets
51,962
- 13,331
Other assets (unallocated)
64,129
36,920
Total assets
153,011
Segment liabilities and shareholders’
equity
Trade payables
25,702
10,179
-5,750
Deferred tax liabilities (unallocated)
30,131
1,962
Other liabilities (unallocated)
16,262
Borrowings (unallocated)
53,791
Shareholders’equity (unallocated)
50,865
Total liabilities and
shareholders’ equity
153,011
4.1.2 Revenue by main customers
Revenue can be analysed as follows:
(In millions of euros)
31/12/2012
31/12/2011
Continental Teves
64.6
29%
66.3
29%
TRW
56.8
25%
47.9
21%
BOSCH
21.0
9%
22.2
10%
Other customers
82.8
37%
88.6
39%
225.3
100%
225.0
100%
TOTAL REVENUE
79
4.1.3 Key figures relating to French and foreign operations
> Revenue:
Revenue generated from French groups totalled e13,620,000 in 2012 compared with e15,690,000 in 2011.
Revenue generated from foreign groups totalled e211,693,000 in 2012 compared with e209,313,000 in 2011.
> Non-current assets (goodwill, intangible assets, property, plant and equipment, non-current financial assets and deferred tax assets):
Non-current assets located in France totalled e12,057,000 in 2012 compared with e12,164,000 in 2011.
Non-current assets located outside France totalled e46,829,000 in 2012 compared with e42,118,000 in 2011.
4.2 TRANSACTIONS INVOLVING FINANCIAL INSTRUMENTS
4.2.1 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
31/12/2012
arising on its borrowings. The financial instruments used have
no speculative objective whatsoever. The policy in respect of
such instruments is unchanged from that at 31 December
Notional amount in €000
Residual maturity
Less than
1 year
2 to 5 years
5 years
1,007
0
0
Currency and interest rate swaps
(cross currency swap)
USD / EUR and fixed rate / EURIBOR
1,007
At 31 December 2011 and 31 December 2012, the Group
had entered into several cross currency swaps, representing
a notional amount of e1,007,000 at 31 December 2012 and
e5,611,000 at 31 December 2011, under which it received
a fixed interest rate of between 3.87% and 5.75% and paid a
variable interest rate linked to 3-month or 6-month Euribor
plus a margin. These contracts are used to hedge the Group’s
risk exposure on three US dollar-denominated borrowings.
> At 31 December 2012, these contracts had a positive fair value
of e167,000 (fair value determined based on information
from valuation specialists).
> At 31 December 2011, these contracts had a positive fair value
of e673,000.
As a result of these fair value hedges, the Group recognised:
> a gain of e506,000 on the hedged item;
> a loss of the same amount on the hedging instrument.
4.3 COMPARATIVE DATA
Changes in the exchange rates used to translate data relating to the foreign subsidiaries were as follows:
For 1 EURO
Income statement:
average rate
Change
31/12/2012
31/12/2011
31/12/2012
31/12/2011
Statement
of financial
position
accounts
Hungary (HUF)
291.2900
311.1300
289.3404
279.3355
-6.4%
3.6%
Mexico(MXN)
17.1845
18.0512
16.9166
17.3135
-4.8%
-2.3%
China (CNY)
8.2207
8.1588
8.1092
8.9969
0.8%
-9.9%
Serbia (RSD)
113.7183
104.6409
112.6942
101.6171
8.7%
10.9%
1.3194
1.2939
1.2854
1.3922
2.0%
-7.7%
USD
80
Statement of financial position:
closing rate
Income
statement
accounts
4.4 OFF-BALANCE SHEET COMMITMENTS
31/12/2012
Off-balance sheet commitments relating to the Group consolidation scope
Off-balance sheet commitments relating to Group financing
> Debts accompanies by guarantees
Business goodwill pledges
Equipment pledges
Securities pledges
Commitment to pledge securities
Mortgages on buildings
31/12/2011
-
-
1,500
22,157
762
1,500
22,631
762
1,622
3,677
1,090
1,322
2,262
2,262
10,375
10,389
1,001
1,459
3,748
2,313
42
81
639
655
-
10
> Other commitments given
Guarantees and pledges to banks
> Commitment received
OSEO guarantee
Bank guarantees
Unutilised medium-tem loan
Unutilised short-tem 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
437
312
10,281
8,102
8,812
8,313
4.5 1.1.RELATED parties
4.5.1 Relations with Le Bélier Participations and Fonds de Consolidation et de Développement des Entreprises
Following the company’s capital reorganisation in July 2010,
expenses in respect of administrative services and e121,000
Fonds de Consolidation et de Développement des Entreprises
in income in respect of sales of cast parts;
(FCDE) acquired a significant non-controlling interest > in the statement of financial position as follows: e170,000 in
alongside Le Bélier Participations in a joint company named
trade receivables and e7,000 in trade payables.
Copernic owning 57.68% of the Group’s share capital.
There were no significant transactions recognised with FCDE
or Copernic that impacted the profit for the year.
Transactions with LBP and its subsidiaries are recognised:
There were no payables or receivables between the Group and
> in the income statement for the year as follows: e31,000 in FCDE or Copernic.
81
4.5.2 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 2012 was as follows:
Short-term benefits
€€ 1,117,000 (1)
Post-employment benefits 0
Other long-term benefits
0
Termination benefits 0
Share-based payments 0
(1) of which, e110,000 of attendance fees paid in 2012 in respect of 2011.
Also:
>
provisions for employee benefits included lump-sum
retirement payments of e38,000 and termination benefits of
e346,000 in respect of the directors;
> the members of the Board of Directors benefited from a plan
for the allocation of 139,460 free shares and a stock purchase
option plan covering 209,190 shares.
4.6 STATUTORY AUDITORS FEES
Cabinet Ernst & Young
le Belier Group
Audit fees (in euros)
Amount
(excl. VAT)
2012
%
2011
ACEFI CL
Amount
(excl. VAT)
2012
Other
Amount
(excl. VAT)
%
%
2012
2010
2011
2012
2010
2012
2011
2011
2010
97.6%
99.1% 109,700 119,700
100%
100%
43,658
51,492
55.6%
52.2%
AUDIT
Statutory audit and certification of
parent company and consolidated
165,303 162,210
financial statements
- issuer
71,500
71,500
42.2%
43.7%
64,700
64,700
59.0%
54.1%
0
0
0.0%
0.0%
- fully-consolidated subsidiaries
93,803
90,710
55.4%
55.4%
45,000
55,000
41.0%
45.9%
43,658
51,492
55.6%
52.2%
4,000
1,500
2.4%
0.9%
0
0
0.0%
0.0%
0
0
0.0%
0.0%
4,000
1,500
2.4%
0.9%
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
0
0.0%
0.0%
Sous total 169,303 163,710
100.0%
100.0% 109,700 119,700 100.0% 100.0%
43,658
51,492
55.6%
52.2%
34,818
47,067
44.4%
47.8%
0.0%
0.0%
44.4%
47.8%
Services directly related to the
statutory audit
- issuer
- fully-consolidated subsidiaries
OTHER SERVICES
Legal, tax, staff
- issuer
- fully-consolidated subsidiaries
TOTAL
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
0
0.0%
0.0%
0
0
0.0%
0.0%
34,818
47,067
169,303 163,710
100.0%
100.0% 109,700 119,700 100.0% 100.0%
78,476
98,559 100.0% 100.0%
4.7 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
4.7.1 Interest rate and currency risk
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.
Le Bélier’s interest rate and currency risk policy is described below.
82
4.7.1.1 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.
The Group uses several types of instruments to optimise its
financial charges and manage the split between fixed-rate and
variable-rate borrowings.
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 E'000
Before hedging
After hedging
At 31 December 2012
7,994
8,854
At 31 December 2011
9,432
16,565
Certain fixed-rate borrowings in US dollars have been swapped
into variable-rate borrowings in euros. Given that key policy
rates have plummeted since these loans were taken out, the
variable portion after hedging is greater than that before
hedging.
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:
+/- e89,000 at 31 December 2012;
+/- e16,000 at 31 December 2011.
Interest rate types for variable-rate borrowings:
Variable-rate borrowings
31/12/2012
31/12/2011
6-month Euribor
2,135
24%
7,132
43%
3-month Euribor
6,719
76%
8,625
52%
0
0%
808
5%
8,854
100%
16,565
100%
3-month US dollar Libor
Total
4.7.1.2 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.
Risk on operating cash flows denominated in a currency other than the functional currency:
> for purchases: in Hungary, hedging in local currency of
> for sales: for the record, the billing currency of both
purchases made from local suppliers and of staff costs;
Hungary and Serbia is the euro.
The Group’s exposure to currency risk is as follows:
2012
e000
Consolidated risk
USD
HUF
MXN
RSD
CNY
Currency
Operations
Revenue
Payroll, premises, taxes, etc
Sensitivity +1% (euro up)
Financing
Borrowings
Sensitivity +1% (euro up)
46,799
-26,365
-22,493
-8,012
- 6,730
31,076
-27,028
20,434
-204
-22,493
225
-8,012
80
-6,730
67
4,048
-40
0
0.0
-1,682
16.82
-204.3
224.9
80.1
67.3
-23.7
Note: the sensitivity analysis is calculated based on the assumption of a 1% shift in the same direction for each currency.
At 31 December 2012, there were no currency hedging instruments in force pertaining to purchases or sales.
4.7.2 Liquidity risk
83
Outside France, loans and borrowings entered into in Hungary (€18.2 million at 31 December 2012) included financial covenant
clauses that must be met and which are calculated on the basis of the full-year consolidated financial statements:
> EBITDA/repayment of medium- and long-term debt during the year - new funding arranged during the year > 2;
> long- and medium-term debt/EBITDA < 3.8.
No other loans and borrowings entered into in France have contained any financial covenant clauses to be met since the agreement
signed with the banks on 8 January 2010.
The Group expects to be in a position to meet its financial obligations over the next 12 months.
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.
84
- Le Bélier - AR May 2012