1. business and industrial
2. company
3. merger and acquisition

2 13
ANNUAL REPORT
LE BELIER - Limited liability company (French Société Anonyme) with Board of Directors - Share Capital of 10,004,822.40 €
Registered office: 33240 Vérac, FRANCE - Libourne Trade and Companies registry n°393 629 779 RCS
2
Management report for the year ended 31 December 2013
on the consolidated statements and the parent compagny
2 13
ANNUAL REPORT
2-
Combined ordinary and extraordinary general meeting of 22 May 2014
4
2.1 M
anagement report for the year ended 31 December 2013 on the consolidated 14
statements and the parent company statements
2.2 2013 Report on Corporate Social Responsability (CSR)
38
2.3 Le Belier Consolidated statements and notes for the year ended
31 december 2013
50
Le Belier Consolidated statements and notes
for the year ended 31 december 2013
Group profile
1-
2013 Report on Corporate Social Responsability (CSR)
PAGES
GROUP PROFILE
A global player in the automotive industry
e236.3 million revenue
7 worldwide production sites
40% worldwide market share in braking systems
2,758 employees at 31 December 2013
HISTORY
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
€12 million capital increase
2011
Le Bélier outperforms its market
2012
Record tonnage of 45,000 tonnes
2013
4
50,000 tonnes sold during the year, exceeding the target of 47,000 tonnes that had been set
CHAIRMAN’S
MESSAGE
CHIEF EXECUTIVE
OFFICER’S MESSAGE
Dear shareholders,
Significant development activity
Le Bélier posted further strong performances
this year, even though significant development
activity associated with the numerous new
product launches is placing our operational
capacity under a little strain.
We have seen confirmation of our commercial
successes: we are winning new contracts
for increasingly complex, high value-added
products, bearing witness to our ability to meet
our clients’ expectations and guaranteeing
future business.
Over 2013 as a whole, Le Bélier’s revenue grew
by almost 5% to €236.3 million, while the
automotive market achieved growth of just
3.7%. The Group’s strong financial structure
enabled it to support this level of growth.
Nevertheless, mindful of the global economic
environment we are facing, we remain confident
in terms of pursuing the deployment of our
strategy.
I would like to thank all our shareholders,
partners and employees for their unfailing trust
and support over a number of years.
Against the backdrop of growth in the
worldwide automotive production market in
2013, Le Bélier recorded a strong level of activity,
with 50,000 tonnes sold (+11% vs. 2012), thus
exceeding the target of 47,000 tonnes we had
set for ourselves. This good performance was
partly attributable to more favourable market
conditions, particularly in Europe, which
returned to growth (+8% vs. 2012), and partly
due to the commercial successes notched up in
recent years.
Philippe Galland,
Chairman of the Board of Directors
In 2013, Le Bélier continued its development
efforts with 60 product launches. At the same
time, the Group won €400 million of new
orders, including a major chassis/structure
programme for 6,000 tonnes per annum by
2017, covering more complex parts with high
added value.
Buoyed by these successes, we remain
committed to making substantial technical and
human investments, representing around 7% to
8% of revenue, to support our growth.
In parallel, Le Bélier continues to pursue
initiatives aimed at enhancing its productivity,
such as the launch of a new type of automated
foundry providing a significantly higher
performance.
Thanks to its order book, Le Bélier is able to
confirm above-market growth prospects over
the medium term.
Our economic model, locations on the three
major continents in which we operate and
technological expertise are just some of the
strengths that provide us with a solid foundation
for the future; the market shift towards lighter
vehicles remaining very much in our favour.
Philippe Dizier,
Chief Executive Officer
5
KEY FIGURES
Revenue in €M
Revenue by product family
236.3
225.0
225.3
Other
8%
Chassis
Structure
11%
196.2
Turbo
systems
16%
152.6
0
2009
2010
2011
2012
2013
Revenue by production region in 2013
Current operating income in €M
18.8
19.4
Braking
systems
65%
20.6
Mexico
15 %
15.2
Europe
70 %
(of which France 14%)
5.6
0
2009
2010
2011
2012
2013
Group share of net income in €M
12.7
13.6
China
15 %
15.7
Average workforce (including temporary workers)
10.0
2611
2125
2253
2359
2405
2011
2012
-1.4
0
2009
2010
2011
2012
2013
0
2009
6
2010
2013
Shareholders’ equity in €M
Net Debt in €M
79.6
65.3
57.6
50.9
43.6
30.6
22.0
21.1
20.1
8.4
0
0
2009
2010
2011
2012
2009
2013
Investments in €M
2010
2011
2012
2013
Free Cash Flow in €M
17.4
15.7
15.3
12.8
12.7
11.0
10.0
6.2
3.5
0
2009
2.8
2010
2011
2012
0
2013
2009
2010
2011
2012
2013
Key consolidated data
In € Millions
2009
2010
2011
2012
2013
Revenue
152,6
196,2
225,0
225,3
236,3
5,6
15,2
18,8
19,4
20,6
% of revenue
3,6%
7,8%
8,4%
8,6%
8,7%
Net income
-1,4
10,0
12,7
13,6
15,7
-0,9%
5,1%
5,6%
6,1%
6,6%
15,8
27,4
33,6
32,8
32,8
7,7
21,0
27,1
26,9
26,7
% of revenue
5,0%
10,7%
12,1%
12,0%
11,3%
Shareholders equity
22,0
43,6
50,9
65,3
79,6
Current operating income
% of revenue
EBITDA
Cash Flow
Net debt
Total Assets
(1)
57,6
30,6
21,1
20,1
8,4
132,1
156,0
153,0
161,3
181,3
(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 participates to the product design with our
customers, even undertakes the entire definition through
feasibility and rheology studies and calculations of mechanical
resistance.
after cooling.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.
Tool-making
Machining
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,
Revenue by activity in 2013
Machining
11,9 %
Foundry
82 %
Tool-making
4,3%
Other*
1,8 %
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.
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
Environmental policy
The Group and all its production sites have ISO/TS16949
certification, which is the international Quality System
standard required by all carmakers.
Le Bélier applies an environmental management system.
Four of its sites have already been awarded ISO 14001
certification
HIGHLIGHTS OF THE YEAR
In 2013, Le Bélier posted strong business growth, with 50,000 tonnes of products sold. During the year, Le Bélier generated
revenue of €236.3 million, up 4.9% compared with 2012 (+7.5% when adjusted for changes in aluminium prices). Tonnage sold
reached 50,000 tonnes, up 11% over the period: +26% in North America, +8% in Asia, +8% in Europe. Commercial activity
remained buoyant, with the acquisition of €400 million of new orders (total revenue over the life of the programmes).
RESULTS
A slight dip in the industrial performance, mainly due to significant development activity, produced a mixed bag of results:
> EBITDA represented 13.9% of revenue, down 0.7pp;
> Operating profit increased by 10.5% to €21.0 million, boosted by the sale of the Italian subsidiary;
> Consequently, net income grew by 15.4% to €15.7 million.
STRONG FINANCIAL STRUCTURE
Free cash flow came to €12.8 million in 2013 compared with €2.8 million in 2012.
At 31 December 2013, shareholders’ equity stood at €79.6 million for net borrowings of €8.4 million, representing gearing of 11%
compared with 31% at end-2012.
New business won in 2013
OUTLOOK
With €400 million of new orders won in 2013 (total
revenue over the life of the programmes), the Group
is establishing a firm foundation for its future growth.
Strategy
2014: further growth
The Group remains confident as regards achieving
medium-term growth over the year and expects to
grow faster than its markets.
In terms of development, the Group plans to launch
35 products and invest around 8% of its revenue.
Furthermore, Le Bélier has the financial means to
pursue its growth strategy and make the necessary
associated investments.
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.
9
PRODUCTS
Le Bélier focuses on three, highly technical product families: braking systems, engine
boosting systems and chassis/structure.
Braking systems
Le Bélier is the undisputed world leader in the production of aluminium foundry parts
for braking systems (master cylinders and callipers) with a market share estimated at more
than 40% worldwide. In this area, the Group is the only player with a presence in the three
main car-making continents, making it a preferred provider in response to its customers’
globalisation aims.
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
Component Suppliers
CONTINENTAL TEVES
BOSCH
TRW
FTE
HONEYWELL GARRETT
EATON
BENTELER
DELPHI
KONGSBERG
MITSUBISHI
VALEO
JTEKT
ELOY SA
BORG WARNER
ZF
BMW
PSA
RENAULT NISSAN
DAIMLER
SCANIA
YAMASHITA
OEM
VOLKSWAGEN
10
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 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 2013 (including temporary workers)
Hungary : 1,133
Foundry : 710
Machining : 423
France
Foundry and holding : 333
Serbia
Foundry : 494
China
Foundry : 394
Mexico : 404
Foundry : 345
Machining : 59
TOTAL WORKFORCE AT 31 DECEMBER 2013: 2,758
11
STOCK MARKET
Shareholder’s structure at 31 December 2013
Public
35,5%
FCPE
0,5%
LE BÉLIER
(treasury shares) 6,1%
Galland
Family 0,2%
COPERNIC
57,7%
Share Information
Listing market: Euronext Paris
Segment: Compartment C
ISIN code: FR0000072399 – BELI
Reuters code: BELI.PA
Bloomberg code: BELI.FP
Index: CAC AllShares
Market maker:Gilbert Dupont
Financial communication advisor: Asset Com
Share price and trading volumes over 3 years:
January 2011- December 2013
Source : Nyse-Euronext
Financial calendar 2014-2015
22 May 2014 General Meeting (Chamber of Commerce and Industry, Libourne, France)
30 July 2014
September 2014
Publication of 2014 2nd quarter revenue
Letter to shareholders
25 September 2014
Presentation of 2014 half-year results
29 October 2014 Publication of 2014 3rd quarter revenue
30 January 2015
Publication of 2014 consolidated revenue
12
Management report for the year ended 31 December 2013
on the consolidated statements and the parent company
MANAGEMENT REPORT FOR THE YEAR ENDED
31 DECEMBER 2013 ON THE CONSOLIDATED
FINANCIAL STATEMENTS AND PARENT COMPANY
FINANCIAL STATEMENTS
13
MANAGEMENT REPORT ON THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013
1- CONSOLIDATION SCOPE
1.1 CHANGE IN CONSOLIDATION SCOPE
The Italian company BMPM Manfredonia Spa, which ceased to operate in June 2008 and which was in the process of
being liquidated, was sold in its entirety on 7 May 2013, for a sale price of €1,000 and without a liabilities guarantee
clause. This company was thus consolidated only up to 7 May 2013.
The companies listed below form part of the consolidation scope.
1.2 LIST OF CONSOLIDATED COMPANIES
Abbreviation
Registered office
French company
registration number
(n° Siret)
Control
(%)
Ownership
(%)
LB
Plantier de la Reine
-Vérac (33)-France
39362977900017
100%
100%
Foundries and Ateliers du Bélier
(Foundry d’alliages légers)
FAB
Vérac (33)-France
59615014400019
100%
100%
Le Bélier Dalian
(Foundry d’alliages légers)
LBD
Dalian - China
Foreign subsidiary
100%
100%
Le Bélier Hungary SA
(Foundry d’alliages légers)
LBH
Ajka - Hungary
Foreign subsidiary
100%
100%
BSM Hungary Machining Ltd
(Machining)
BSM
Szolnok - Hungary
Foreign subsidiary
100%
100%
LBQ Foundry S.A. de C.V.
(Foundry d’alliages légers)
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
(Foundries d’alliages légers)
LBK
Kikinda- Serbia
Foreign subsidiary
100%
100%
LBO
(Location machines)
LBO
Plantier de la Reine
-Vérac (33)-France
40307761300012
100%
100%
Company (Business)
Le Bélier SA (Holding)
Le Bélier is an active holding company, providing services on behalf of the Group.
The other consolidated subsidiaries are involved in the fabrication of aluminium parts for components
manufacturers and automotive manufacturers, except for LBO, which leases equipment.
14
2- CONSOLIDATED COMPANIES
2.1 HIGHLIGHTS
LE BÉLIER (Holding company)
FAB (France)
> Th
e year marked a clear return to growth in the three
continents in which the Company operates.
> Th
e tonnage sold of 50,000 tonnes is the highest ever
achieved by the Group.
> S ubstantial development activity with numerous product
start-ups that increased costs (labour and non-quality in
particular), reducing the performance in terms of EBITDA.
>Q
ualitative and quantitative strengthening of the
development teams.
> Worsening of losses despite 11% revenue growth.
> Gradual refocusing of FAB on the aviation market.
LBH (Foundry - Hungary)
> Lower results, largely due to non-quality costs.
BSM (Machining - Hungary)
> S trong growth in activity and results, thanks to new
products launched during 2012.
> BSM’s performance offset the decline in that of LBH.
LBD (China)
> Healthy growth in activity (+11%) and results in China
thanks to good operational control.
> Very significant progress made in Customer Quality.
> Industrialisation of a chassis/structure programme for a
German customer.
LBQ (Foundry, Mexico) and
BQM (Machining - Mexico)
>D
espite strong volume growth, LBQ’s results declined.
In particular, the unexpectedly high volume growth
significantly disrupted operation of the plant, a situation
that will change only when the capacity investments
made take full effect.
>A
difficult year at BQM: lack of volumes pending the
start-up of new programmes in 2014.
LBK (Foundry - Serbia)
> Good growth in volumes and results due to product
start-ups in 2013.
15
2.2 CONSOLIDATED RESULTS
2.2.1 Revenue
Consolidated revenue for the year ended 31 December 2013 came to €236.3m, up 4.9% compared with 2012.
Adjusted for changes in aluminium prices (-2.6%), revenue increased by 7.5%.
2013
2012
1st Quarter
Revenue (( thousands)
57,811
60,161
-3,9%
2 Quarter
62,819
58,135
8,1%
3 Quarter
57,559
55,484
3,7%
4 Quarter
58,069
51,533
12,7%
236,258
225,313
4,9%
2013
2012
Foundries
193,652
182,911
5,9%
Machining
28,123
26,464
6,3%
Toolmaking
10,267
10,636
-3,5%
4,216
5,302
-20,5%
236,258
225,313
4,9%
nd
rd
th
TOTAL
Revenue (( thousands)
Other
TOTAL
Change in %
Change in %
Revenue in the fourth quarter of 2013 increased by 12.8% (+15.2% when adjusting for changes in aluminium prices).
Tonnage sold increased by 11% in 2013 to 50,000 tonnes, thus outstripping worldwide growth in automotive production.
By region, the Group performed as follows: +26% in North America, +8% in Europe and +8% in Asia.
The machining business grew by 6.3% while the toolmaking business contracted by 3.5%.
In 2013, the proportions represented by the main product families were as follows:
> braking systems 65%
> turbo systems 16%
> chassis/structure 11%
2.2.2 Income statement highlights
( thousands
2013
2012
236,911
225,596
5,0%
Current operating income
20,571
19,352
6,3%
Operating profit
21,022
18,982
10,7%
Total net income
15,688
13,649
14,9%
Group share of net income
15,688
13,649
14,9%
Income from ordinary activities
Change 2013/2012
In a context of increased activity (11% growth in tonnage and 4.9% growth in revenue), the operating profit came to €21.0 million
compared with €19.0 million in 2012, up 10.7%.
Taking into account unchanged net financial expense of €1.5 million, income before tax came to €19.5 million compared with
€17.4 million in 2012.
After recognising a current tax charge of €4.5 million, mainly concerning the Hungarian, Chinese and Serbian companies, and
deferred tax income of €0.7 million, total net income came to €15.7 million in 2013, equivalent to 6.6% of production revenue,
compared with €13.6 million in 2012 (6.1%).
16
2.2.3 Number of employees available to Group companies at 31 December 2013
The Group had 2,758 staff available (including temporary staff) at 31 December 2013 compared with 2,393 one year earlier.
In 2013, the average number of employees was 2,611 compared with 2,405 in 2012.
2.2.4 Financial structure and change in debt
> Free cash flow was broadly unchanged at €26.7 million in 2013,
representing 11.3% of revenue, compared with €26.9 million
in 2012 (12% of revenue).
> The working capital requirement increased by €3.0 million
during the year.
>
Net investments made in 2013 totalled €16.9 million
compared with €15.2 million in 2012, having been increased
to respond to needs stemming from the industrialisation of
new products.
> In 2013, the Group raised medium-term loans in Hungary
and France amounting to €9.2 million and also entered into
new finance leases for Mexico and France for €2.0 million,
while at the same time repaying €12.3 million of borrowings.
>
Via a liquidity contract and share buyback programme,
the Group purchased Le Bélier shares for an amount of
€0.2 million.
>A dividend of €1.0 million was distributed to shareholders out
of 2012 earnings.
> The Group had net cash of €35.3 million at the end of 2013
compared with €25.2 million at the previous year end.
Lastly, the Group’s net debt eased further to stand at €8.4 million
at 31 December 2013 compared with €20.1 million one year
earlier, representing gearing of 0.1 on equity compared with 0.3
at end-2012.
2.2.5 Net property, plant and equipment by country
( Thousands
31/12/2013
31/12/2012
France
11,939
11,859
0,7%
China
5 ,668
5,008
13,2%
Hungary
24,893
24,059
3,5%
Mexico
11,283
8,666
30,2%
Serbia
5,784
5,658
2,2%
59,567
55,250
7,8%
TOTAL
Change 2013/2012
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 installations
2013
2012
1,109
213
2,380
1,313
11,029
13,075
397
698
2 447
(12)
17,362
15,287
France
2,868
2,052
Hungary
5,875
9,300
China
1,621
1,111
Mexico
5,338
1,891
Serbia
1,660
933
17,362
15,287
Industrial equipment
Other non-current asset
Assets in progress and payments on account
TOTAL TYPE
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
2013.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 2013.
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.
En 2013 le montant des frais de recherche and développement directement enregistrés en résultat s’élève à 219 K€, dont 161 K€ de
frais de personnel, contre respectivement 530 and 475 K€ en 2012. In 2013, research and development expenses recorded directly
in profit or loss amounted to €219,000, including €161,000 of staff costs, compared with €530,000 and €475,000 respectively in
2012.
4- SOCIAL, ENVIRONMENTAL AND CORPORATE INFORMATION
For the second consecutive year, this information is provided
in the notes in the report on Corporate Social Responsibility
(CSR).Ernst & Young et Associés, the independent external
body appointed for 2013 in accordance with the statutory
and regulatory provisions, will submit its report on this CSR
information. This report will remain appended to the CSR
18
report. Furthermore:Information on the number of Group
employees is presented in point 2.2.3 of this report.The amount
of wages and salaries and social security charges recognised
in 2013 is disclosed in Note 3.1.3 to the Group’s consolidated
financial statements.
No changes were made to the number of working hours.
5- EVENTS AFTER THE REPORTING PERIOD
None.
6- FORESEEABLE CHANGES IN THE GROUP’S SITUATION AND OUTLOOK
Our key automotive markets are expected to grow in 2014 based on information provided by specialists in this early part of the
year. Worldwide growth is expected to reach 3.4%
In this context, the Group’s activity is expected to increase in the three continents in which it operates.
Once again, the key industrial challenges concern the industrialisation of new products and the reduction of non-quality costs, as
well as implementation of the significant investments (8% of revenue) needed for the future.
7- MAIN RISKS AND UNCERTAINTIES
7.1 LIQUIDITY RISK
In 2013, pursuing initiatives similar to those taken in 2012, 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 ecoNameic 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:
> €2.0 million of finance leases in Mexico and France;
> €9.2 million of medium-term loans (€8.2 million in Hungary and €1 million in France).
Given the achievements of 2013 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 (€19.5 million at 31 December 2013) include financial covenant
clauses that must be met and which are calculated on the basis of the full-year consolidated financial statements:
> free cash flow + gross cash + financial instruments – investments > 0;
> long- and medium-term debt/EBITDA < 2.5;
> net debt/equity < 2.5.
At 31 December 2013, 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
19
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.
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, in exchange for payment of a premium, allow
the Group 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
>C
urrency risk on borrowings: Group policy dictates that any borrowings entered into by a Group company must be in that
entity’s functional currency;
>R
isk on operating cash flows deNameinated 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 2013, no currency hedging instruments
pertaining to purchases or sales were in force, nor had the
Group put in place any currency hedging contracts for 2014 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 2013
ORDINARY GENERAL MEETING
1- SIGNIFICANT EVENTS
The highlights for 2013 were as follows:
> A year marked by a clear return to growth in the three continents in which the Company operates.
> The tonnage sold of 50,000 tonnes is the highest ever achieved by the Group.
> Substantial development activity with numerous product start-ups that increased costs (labour and non-quality in particular),
reducing the performance in terms of EBITDA.
> Qualitative and quantitative strengthening of the development teams.
The Italian company BMP Manfredonia Spa, which ceased to operate in June 2008 and was in the process of being liquidated,
was sold in its entirety on 7 May 2013, for a sale price of €1,000 and without a liabilities guarantee clause. This company was thus
consolidated only up to 7 May 2013.
At the Board of Directors meeting of 24 September 2013, Le Bélier authorised the subsidiary LBQ Foundry to increase its capital
by incorporating receivables from the Company for up to €2,100,000. This capital increase was staged in December 2013 for an
amount of €1,806,799.79.
Once again, Le Bélier provided support to its subsidiaries, notably FAB, by waiving billing and receipt of the rent due on all
property in 2013 by decision of the Board of Directors meeting of 26 March 2013, with an option to renew this decision at the
Board of Directors meeting that will be held to approve the financial statements for the year ended 31 December 2013.
Details of the share buybacks carried out in 2013 in connection with the stock purchase option plan and plan for the allocation of
free shares put in place at the General Meeting of 24 May 2011, for which the terms and conditions were established at the Board
of Directors meeting of 28 June 2011, are provided in section XXV.
2- EVENTS AFTER THE REPORTING PERIOD
None
3- PARENT COMPANY INCOME STATEMENT HIGHLIGHTS
In 2013 :
> revenue: €18,727,000 (€18,043,000 in 2012);
> operating income: €21,455,000 (€19,477,000 in 2012);
> operating expenses: €15,959,000 (€16,109,000 in 2012);
> operating profit: €5,496,000 (€3,368,000 in 2012);
> after taking into account net financial income of €5,606,000 (including €5,342,000 of dividends received from subsidiaries),
income on ordinary activities before tax came to €11,102,000 (€8,625,000 in 2012);
> non-recurring items: loss of €2,326,000 (loss of €252,000 in 2012);
> t aking into account all the above, the Company reported a net profit of €9,064,000 (€8,472,000 in 2012).
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.
21
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 benefits the new products that the Company is required to
develop and subsequently put into production. In 2013, research and development expenses recorded directly in profit and loss
amounted to €219,000, including €161,000 of staff costs, compared with €530,000 and €475,000 respectively in 2012.
5- REVIEW OF OPERATIONS
5.1 SALES AND EARNINGS
The operating profit grew by 63% to €2,128,000, while operating income increased by 10.1%, mainly reflecting:
> b
illing procedures applied to Group expenses that are
consistent with current agreements and the 3.79% growth in
revenue;
> s lightly higher staff costs, up 5.52% due to the hiring of new
project managers.
Net financial income improved further, with an increase of
€349,000 compared with 2012, mainly due to dividends received
of €5,342,000 in 2013 compared with €5,119,000 in 2012.
Net non-recurring income declined by €2,073,000, largely due
to losses on purchases of own shares to cover the plan for the
allocation of free shares for €1,940,000.
The Company benefited from a research tax credit of €262,000,
bringing its net profit to €9,064,000 compared with €8,472,000
in 2012, the bulk of this movement stemming from the financial
items described above.
5.2 FINANCIAL POSITION
The Company further strengthened its financial position.
It again reported a positive net cash position, with €28 million at 31 December 2013 compared with €27 million at the end of 2012.
6- PRESENTATION OF THE PARENT COMPANY FINANCIAL STATEMENTS
The parent company financial statements for the year ended 31 December 2013 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 2013, trade payables represented a credit balance of €1,442,000 compared with €1,081,000 in 2012.
This balance consisted of:
> French external suppliers: €380,000 in 2013 (€263,000 in 2012);
> foreign external suppliers: €4,000 in 2013 (€24,000 in 2012);
> Group suppliers: €121,000 in 2013 (€281,000 in 2012);
> suppliers’ invoices not yet received: €937,000 in 2013 (€513,000 in 2012).
With effect from 1 January 2009, the French law on the
modernisation of the ecoNamey (Loi de Modernisation de
l’ÉcoNameie) 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
22
the ECB rate prevailing on 1 January of the year in question
and, for the second half, that prevailing on 1 July (French
commercial code, Article L. 441-6, I, paragraph 12).
Furthermore, with effect from this same date, in addition to late
payment penalties, any late payment gives rise to the payment
to the creditor of a fixed amount of compensation for recovery
costs. The amount of this compensation is set by decree no.
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 2013, trade payables comprised:
> invoices not yet due amounting to €379,000 (€351,000 in 2012) for which the settlement periods complied with the law;
> invoices issued by third parties and outstanding for less than 30 days amounting to €57,000 (€15,000 in 2012);
> invoices issued by subsidiaries and outstanding for less than 30 days amounting to €12,000 (€38,000 in 2012), and outstanding
for more than 30 days amounting to €42,000 (€161,000 in 2012);
> the balance corresponds to invoices in dispute.
Year ended
Trade payables (in €)
Payment within
30 days
Payment in more
than 30 days
Payment in more
than 60 days
31/12/2013
€504,832
€69,233
€6,814
€48,355
31/12/2012
€567,951
€53,104
€17,716
€146,359
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- A
PPROPRIATION OF INCOME
We propose to allocate the net profit for the year of €9,064,393.11 plus retained earnings brought forward as follows:
Source :
> Retained earnings brought forward: > Net profit for the year: > Distributable amount:
€ 25,969,400.80
€ 9,064,393.11
€ 35,033,793.91
Appropriation:
> as dividends:
> minimum retained earnings after appropriation
€ 2,237,920.80
€ 32,795,873.11
You are reminded that, for natural persons domiciled in
France, the dividend is subject to income tax on a progressive
scale and is eligible for the 40% relief stipulated in Article 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,
(6,582,120 shares)
the dividend shall be paid after deducting social security levies
and the general social contribution.
The dividend will be paid on 12 June 2014. In the event that, at
the time of payment, the Company holds any of its own shares,
the earnings corresponding to the dividends not paid out as a
result of these shares shall be allocated to retained earnings.
REMINDER OF DIVIDENDS PAID
In compliance with the provisions of Article 243 bis of the French General Tax Code, we remind you that the Company distributed
the following dividends in the last three years:
IN RESPECT OF THE
FINANCIAL YEAR
REVENUE ELIGIBLE FOR TAX ALLOWANCE
Dividends
Other revenue distributed
REVENUE NOT ELIGIBLE
FOR TAX ALLOWANCE
2010
-
-
-
2011
-
-
-
2012
€948,572.96 i.e. €0.16 per share
entitled to receive a dividend
-
-
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 €4,159,789.39 of expenses that cannot be deducted for tax
purposes. 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
Group LE BELIER
LBO SARL
Non-Group
LE BELIER PARTICIPATIONS
GALLAND
Société Civile de Choisy-le-Roi
MACHINASSOU Sarl
SCI du FAUBOURG
Offices expired during the year
BMP Manfredonia SpA
Chairman of the Board of Directors
COPERNIC
Offices held previously
LBQ Foundry SA de CV
BQ MACHINING SA de CV
Le Bélier Hungary
Le Bélier Dalian
BSM Hungary Machining
Le Bélier Kikinda d.o.o
24
Chairman of the Board of Directors Manager
Manager
Chairman
Le Bélier Participations’ representative in his
capacity as Chairman
Le Bélier Participations’ representative in his
capacity as Chairman
Le Bélier Participations’ representative in his
capacity as Chairman
Manager
Manager
Manager
GALILEE
Philippe GALLAND
OFFICE
Chairman of the Board of Directors
Chairman of the Board of Directors
Chairman of the Supervisory Board
Bélier’s representative in his capacity as
Chairman of the Board of Directors
Chairman of the Supervisory Board
Bélier’s representative in his capacity as
Chairman of the Supervisory Board
Philippe DIZIER
Group
LE BELIER
Fonderies et Ateliers du Bélier
Le Bélier Hungary
BSM Hungary Machining
Le Bélier Kikinda d.o.o
LBQ Foundry SA de CV
BQ MACHINING SA de CV
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
Chairman of the Board of Directors
Offices expired during the year
BMP Manfredonia SpA
Board Member
Non-Group
GALILEE
COPERNIC
TPFF
Group
LE BELIER
Thierry RIVEZ
Fonderies et Ateliers du Bélier
LBQ Foundry SA de CV
BQ Machining SA de CV
BSM Hungary Machining
Le Bélier Hungary
Le Bélier Kikinda d.o.o
Le Bélier Dalian
Non-Group
GALILEE
COPERNIC
COPERNIC
LE BELIER
PARTICIPATIONS
Chief Executive Officer, Member of the
Administration Committee
Chief Executive Officer, Member of the
Administration Committee
Manager
Chief Operating Officer, Copernic’s permanent
representative, Board Member
Board Member
Board Member
Board Member
Chairman of the Supervisory Board
Member of the Supervisory Board
Chairman of the Board of Directors
Board Member
Chief Operating Officer, Member of the
Administration Committee
Chief Operating Officer, Galilée’s permanent
representative, Member of the Administration
Committee
Manager
K Management
Group
LE BELIER
Board Member
Group
LE BELIER
Board Member
Non-Group
GALLAND
COPERNIC
GALILEE
Chairman
Chairman
Chairman
25
NAME
COMPANY
Group
LE BELIER
Denis GALLAND
Noèle GALLAND
Christian LOSIK
CONSOLIDATION
AND DEVELOPMENT
GESTION
(term of office expired on
9 October 2013)
Non-Group
LE BELIER PARTICIPATIONS
GALILEE
COPERNIC
OFFICE
Le Bélier Participations’ permanent representative,
Board Member
Chief Executive Officer, Board Member
Member of the Administration Committee
Member of the Administration Committee
Group
LE BELIER
Board Member
Non-Group
GALILEE
COPERNIC
SCEA du Château de Brague
Member of the Administration Committee
Member of the Administration Committee
Manager
Group
LE BELIER
Board Member
Group
LE BELIER
Board Member
Non-Group
ALPHA DIRECT SERVICES
DE FURSAC FINANCES
GIRARD-AGEDISS SAS
GIMAEX SA
Group 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
Offices held previously
Member of the Strategic Committee
MARCHAL TECHNOLOGIES SAS
FINANCIERE CHANTIERS BAUDIER SA Board Member
Group
LE BELIER
Amélie BROSSIER
(term of office expired on
9 October 2013)
26
Consolidation et Développement Gestion’s
permanent representative, Board Member
Non-Group
COPERNIC
CONSOLIDATION
AND DEVELOPMENT GESTION
DAILYMOTION SA
Chairman of the Administration Committee
Member of the Management Board
Fonds Stratégique d’ Investissement, permanent
representative, Board Member
GERARD PERRIER INDUSTRIE SA
Member of the Supervisory Board
THOMSON VIDEO NETWORKS SAS
Consolidation et Développement Gestion’s
permanent representative, Member of the
Supervisory Committee
KEPLER SAS
Consolidation et Développement Gestion’s
permanent representative, Member of the
Administration Committee
11.2 CORPORATE OFFICERS’ COMPENSATION
Gross compensation and benefits-in-kind paid in 2013 (in €)
Corporate appointment
Name
Exceptional Employment Benefits-in-kind
Fixed
Contract
(1)
compensation compensation
P. GALLAND
LB (1/1/13 - 31/12/13)
275,894
-
P. DIZIER
LB (1/1/13 - 31/12/13)
306,807
60,000
T. RIVEZ
LB (1/1/13 - 31/12/13)
256,448
50,000
Sub-total: director
corporate officers
839,149
110,000
Attendance
fees, etc.
(2)
2,361
Suspended
-
TOTAL
278,255
2,701
75,000
444,508
2,342
62,500
371,290
7,404
137,500
1,094,053
COPERNIC
represented by T. RIVEZ
LB (1/1/13 - 31/12/13)
25,000
25,000
Le BELIER
PARTICIPATIONS
represented by
D. GALLAND
LB (1/1/13 - 31/12/13)
75,000
75,000
Sub-total: non-director
corporate officers(legal
entities)
-
-
-
-
100,000
100,000
N. GALLAND
LB (1/1/13 - 31/12/13)
15,000
15,000
C. LOSIK
LB (1/1/13 - 31/12/13)
15,000
15,000
Sub-total: non-director
corporate officers
(natural persons)
TOTAL
-
-
-
-
30,000
30,000
839,149
110,000
-
7,404
267,500
1,224,053
(1) company car
(2) including €130,000 paid by the Company and €137,500 paid by companies under its control
Total compensation and benefits-in-kind paid by the Company during the year under review to all corporate officers amounted
to €957,000.
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
Thierry RIVEZ
Free shares
114,104
76,069
95,086
63,391
27
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.
At its meeting of 23 May 2013, the Board of Directors noted the
fact that 100% of the stock purchase options awarded to Messrs
Philippe Dizier and Thierry Rivez could be exercised by them
with effect from 28 June 2013 during the exercise period set by
the regulations governing the stock purchase option plan and
that 100% of the free shares would be vested by Messrs Philippe
Dizier and Thierry Rivez on 28 June 2013.Furthermore, at its
meeting of 25 March 2014, the Board of Directors decided,
in accordance with the provisions of Article 23.2.1 (new) of
the AFEP-MEDEF code, to set the number of securities that
must be held and retained by the director corporate officers at
15% of the total amount of Company securities held by these
officers on the date of the Board meeting, although this number
cannot be below 10.You are reminded that the Chairman, Chief
Executive Officer and Chief Operating Officer benefit from the
same supplementary collective coverage in respect of pension,
provident fund and healthcare expenses as the Company’s
senior executives.
Furthermore, the Chief Executive Officer and the Chief
Operating Officer benefit from an unemployment insurance
policy for which the Company bears the cost, being €41,000
in 2013.
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 in 2014 based on information provided by specialists in this early part of the
year. Worldwide growth is projected at 3.4%.
In this context, the Group’s activity is expected to increase in the three continents in which it operates.
Once again, the key industrial challenges concern the industrialisation of new products and the reduction of non-quality costs, as
well as implementation of the significant investments (8% of revenue) needed for the future.
13- USE OF FINANCIAL INSTRUMENTS
The Company did not make use of any financial instruments in 2013.
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.
First of all, we inform you that on 9 October 2013, Galilée,
a company that is 99.99%-owned by Le Bélier Participations,
purchased FCDE’s take in the share capital of Copernic.This
operation had no impact on control of the Le Bélier group,
which is still exercised by the Galland family group: the AMF
was informed accordingly by letters received on 6 December
2013 and 19 February 2014. As a result of this operation,
the Galland family group did not breach any shareholding
thresholds and reported that, on 9 October 2013, it held
directly and indirectly via the simplified limited liability
28
companies Le Bélier Participations and Copernic that it
controls, 3,809,527 Le Bélier shares, representing the same
number of voting rights, i.e. 57.88% of the Company’s share
capital and voting rights (based on share capital consisting
of 6,582,120 shares representing the same number of voting
rights pursuant to the second paragraph of Article 223-11 of
the AMF’s General Regulations).
The abovementioned operations gave rise to an AMF notice
no. 214C0375 dated 11 March 2014.
We also inform you that:
Amiral Gestion, a company acting on behalf of funds that it
manages, reported that, on 27 September 2013, it exceeded
the 5% thresholds in respect of the Company’s share capital
and voting rights and that it held, on behalf of said funds,
338,802 Le Bélier shares representing the same number of
voting rights, i.e. 5.15% of the Company’s share capital and
voting rights.
15- SUMMARY OF TRANSACTIONS COVERED BY ARTICLE L.621-18-2 OF THE FRENCH
MONETARY AND FINANCIAL CODE
The Company was unaware of any transactions made during the year ended 31 December 2013 that were covered by Article L.62118-2 of the French Monetary and Financial Code.
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).
As indicated in point 4 of the management report on the
consolidated financial statements above, the report of the
independent external body on the consolidated social,
environmental and corporate information will remain
appended to the CSR report.
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 7 of the first section of this report.
19- EMPLOYEE INFORMATION
Number of employees
Executives
2013
2012
2011
2010
77
72
69
60
Non-Executives
32
33
29
26
TOTAL
109
105
98
86
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.
21- CROSS-SHAREHOLDINGS
In 2013, 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: 403,677.
Stock options: none.
The Company has not implemented any new stock subscription option plans since expiry of the previous plans on 30 June 2005.
29
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 2013: 0.53%.
25- STOCK OPTIONS AND ALLOCATION 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.
The Company’s Board, having noted that the performance
conditions set by the regulations governing the stock purchase
option plan for 2011 and 2012 had been met, stated that 100%
of the stock purchase options can be exercised from 28 June
2013 to 28 June 2017.
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.
Following the two-year vesting period, and given that the
vesting conditions had been met (presence of the beneficiary
within the Group and fulfilment of the performance objectives
in terms of the Group’s consolidated average economic value
during 2011 and 2012), 259,993 shares were definitively
allocated to 72 beneficiaries, including two corporate officers
for 139,460 shares.
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- HOLDINGS OF OWN SHARES IN CONNECTION WITH THE SHARE BUYBACK
PROGRAMME
In accordance with the provisions of Article L.225-211, paragraph 2, of the French Commercial Code, information is provided
below on purchases and sales of own shares during the year ended 31 December 2013:
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:
400.814
0
e 7,55
0
> Number of shares registered in the Company’s name at the
year end:
400.814
> Purchase cost: e 3.027.000
> Nominal value:
e 1,52
> 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:
6,09%
In connection with the liquidity contract:
> Number of shares registered in the Company’s name at the year end: 2.863
> Value at the closing price:e 47.000
> Nominal value:e 1,52
> Reason for acquisitions: regulation of the share price
> Shares held as a percentage of the total share capital:a
0,04%
30
27- SHARE BUYBACK PROGRAMME
We remind you that the Combined Ordinary and Extraordinary
General Meeting of 23 May 2013 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 2013 and wishes to make further
share buybacks.
We will thus propose that you renew the authorisation enabling
the Board of Directors to acquire the Company’s shares, in
accordance with the provisions of the French Commercial
Code as stated above.
Own shares held by the Company would 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);
>ato 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
for 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 would allow the Company to repurchase its
own shares:
> over a period of 18 months from the date of the General
Meeting, i.e. until 22 November 2015;
> representing a maximum of 10% of the Company’s share
capital as it stood on the date of the Ordinary General Meeting
of 22 May 2014, 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 €40 per share;
>maximum proportion of the share capital acquired in the
form of blocks of shares: nil.
As part of its overall financial management, the Company
reserves the right to use some of its available cash to finance
share buybacks and to resort to short- or medium-term
borrowings to finance any additional needs in excess of
funding from own resources.
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.
31
28- COMPANY FEATURES THAT MAY BE RELEVANT IN THE EVENT OF A TAKEOVER BID
(ARTICLE L.225-100-3 OF THE FRENCH COMMERCIAL CODE)
In compliance with Article L.225-100-3 of the French Commercial Code, we must disclose and, where applicable, explain, certain
facts that may be relevant in the event of a takeover bid.
The 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.
1- Shareholder structure
31/12/2013
Shareholder
31/12/2012
Number of % of share Numbers of % of voting
Shares
capital voting rights
rights
COPERNIC SAS
Number of % of share Numbers of
Shares
capital voting rights
% of
voting
rights
3,796,771
57,68%
3,796,771
61,45%
3,796,771
57,68%
3,796,771
63,97%
Famille GALLAND
12,756
0,19%
12,756
0,21%
12,756
0,19%
12,756
0,21%
LE BELIER
(treasury shares)
403,677
6,13%
0
0,00%
647,124
9,83%
0
0,00%
Employee savings
fund
35,050
0,53%
35,050
0,57%
46,700
0,71%
46,700
0,79%
PUBLIC (*)
2,333,866
35,46%
2,333,866
37,77%
2,078,769
31,58%
2,078,769
35,03%
TOTAL
6,582,120
100,00%
6,178,443
100,00%
6,582,120
100,00%
5,934,996
100,00%
31/12/2011
Shareholder
COPERNIC SAS
Number of Shares
% of share capital
Numbers of voting
rights
% of voting rights
3,796,771
57,68%
3,796,771
61,60%
Famille GALLAND
12,756
0,19%
12,756
0,21%
LE BELIER
(treasury shares)
418,959
6,37%
0
0,00%
Employee savings fund
43,300
0,66%
43,300
0,70%
PUBLIC (*)
2,310,334
35,10%
2,310,334
37,49%
TOTAL
6,582,120
100,00%
6,163,161
100,00%
(*) Amiral Gestion, a limited liability company acting on behalf of funds that it manages, reported that, on 27 September 2013, it exceeded the 5% thresholds in
respect of the Company’s share capital and voting rights. The AMF noted this fact in its decision no. 213C1477 of 2 October 2013.
2- Statutory
restrictions on the exercise of voting rights and share transfers and clauses in conventions brought to the
Company’s attention pursuant to Article L.233-11:
Under the terms of an agreement entered into on 9 October 2013 between the managers of the Le Bélier group, Messrs
Philippe Dizier and Thierry Rivez benefit from a pre-emptive right, in the event of a sale by the other managers that are party
to said agreement of the Le Bélier free shares or stock purchase options allocated to them on 28 June 2011.
Furthermore, under the terms of the same agreement, Messrs Philippe Dizier and Thierry Rivez benefit from a commitment
to sell on the part of the other managers, in the event that these two persons leave the Le Bélier group. In connection with the
exercise of this commitment, Messrs Philippe Dizier and Thierry Rivez may be substituted by other managers of the Le Bélier
group.
32
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 XIV entitled “Holdings of selected shareholders”.
4- List of holders of any shares bearing special control rights and description of these rights: not applicable.
5- The control mechanisms envisaged in any employee share ownership scheme, when the control rights are not exercised by these
employees: see section XXIV entitled “Employee share ownership”.
6- Shareholder agreements of which the Company is aware and which may result in restrictions on share transfers and the exercise
of voting rights:
n 13 December 2003, the shareholders belonging to the Galland group signed a Collective Undertaking for the Conservation of
O
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.
I n 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;
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.
> A joint and proportional right of sale granted by the shareholders
to Mr Philippe Galland in the event of a transfer of shares;
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.
> An undertaking on share ownership, the intention being that
all shareholders combined hold shares representing at least
20% of the share capital and voting rights of Le Bélier, notably
so that they may benefit from the provisions of Article 885 I bis
of the French General Tax Code;
> A commitment to attend the Company’s meetings and to vote
on all collective decisions taken by the Company in accordance
On 9 October 2013, the managers of the Le Bélier group entered
into an agreement conferring on Messrs Philippe Dizier and
Thierry Rivez various rights relating to Le Bélier shares referred
to in point 2 above.
7- R
ules governing the appointment and replacement of Members of the Board of Directors and amendment of the Company’s
Memorandum and Articles of Association [free translation from the original French text]:
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- Th
e 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
33
is subject to the same conditions and obligations and
who bears the same responsibilities as if he was a Board
Member in his own name, all this without prejudice to the
joint responsibility of the legal entity that he represents.
When a legal entity Board Member terminates the
appointment of its permanent representative, this entity
must immediately notify the Company, by registered post,
of its decision along with the identity of its new permanent
representative. Likewise in the event of the death or resignation
of the permanent representative.
7- In the event that one or more Board seats becomes vacant due
to death or resignation, the Board of Directors may, between
two General Meetings, make temporary appointments in
order to make up the required Board complement. These
appointments must be made within three months of the
vacancy arising when the number of Board Members falls
below the minimum stated in the Company’s Articles but is
not less than the legal minimum.
ny temporary appointments thus made by the
A
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.
8- Board Members who are natural persons cannot sit at the
same time on more than five boards of directors or supervisory
boards of limited liability companies whose head offices are
located in metropolitan France, other than the exceptions
provided for by the law.
9- A Company employee can be appointed as a Board Member
only if his contract corresponds to effective employment. He
does not lose the benefit of this employment contract. The
number of Board Members linked to the Company by an
employment contract cannot exceed one third of the Board
Members in office.
8- Powers of the Board of Directors, particularly the issue and redemption of shares:
see section XXVII 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. Four individuals are concerned for a total of €601,499. This amount notably concerns Mr Philippe Dizier, whose
employment contract has been suspended.
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- ATTENDANCE FEES
Lastly, you are required to approve the attendance fees allocated to the Board of Directors for 2013.
We propose that you allocate the sum of €200,000 to the Members of the Board.
31- OPINION ON COMPONENTS OF THE COMPENSATION DUE OR ALLOCATED IN
RESPECT OF THE YEAR ENDED 31 DECEMBER 2013 TO EACH OF THE COMPANY’S
DIRECTOR CORPORATE OFFICERS
In accordance with the recommendations of the AFEP-MEDEF Code, as revised on 16 June 2013 (Article 24.3), a code to which
the Company refers pursuant to Article L.225-37 of the French Commercial Code, the 8th to 10th resolutions aim to submit to the
opinion of the General Meeting the components of the compensation due or allocated in respect of the year ended 31 December
2013 to each director corporate officer: Mr Philippe Galland, Chairman of the Board of Directors, Mr Philippe Dizier, Chief
Executive Officer, and Mr Thierry Rivez, Chief Operating Officer.
All these components are explained in detail in point XI of this report.
34
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 renew the authorisation enabling the Board of Directors to cancel within the legal limit, on one or more
occasions, all or some of the treasury shares, representing a maximum of 10% of the Company’s current capital per period
of twenty-four months, it being specified that this limit applies to the amount of the Company’s share capital adjusted, where
applicable, to take into account operations affecting the share capital subsequent to this General Meeting, and to reduce the share
capital accordingly, by imputing the difference between the purchase price of the shares cancelled and their nominal value to the
available premiums and reserves.
This authorisation would be valid for a period of eighteen months and would replace the authorisation of the same nature granted
by the Combined Ordinary and Extraordinary General Meeting of 23 May 2013.
No shares were cancelled by the Board of Directors during the year ended 31 December 2013.
33- AUTHORISATION TO BE GIVEN TO THE BOARD OF DIRECTORS FOR THE PURPOSE
OF ALLOCATING EXISTING SHARES FREE OF CHARGE TO EMPLOYEES AND/OR
DIRECTOR CORPORATE OFFICERS OF THE COMPANY OR OF GROUP COMPANIES
We propose that you implement a new plan for the allocation
of free shares. This plan is in response to the wish to give
certain employees and corporate officers of the Company
and its subsidiaries greater involvement in the Company’s
performances, given their contribution to its development. The
purpose of this plan would be to foster loyalty among these
individuals and boost their motivation by ultimately associating
them with the Company’s share capital, provided that certain
presence and performance conditions, which should reflect the
evolution in the Company’s value, are met.
In accordance with the provisions of Articles L.225-1976 et seq. of the French Commercial Code, any allocations of
free shares decided by the Board of Directors pursuant to
any authorisations that it might be granted for this purpose
could take place only after the decision to make an additional
collective incentive payment.
You are reminded that for the purposes of corporate governance,
our Company refers to the AFEP-MEDEF corporate governance
code for listed companies, revised on 16 June 2013, available on
the MEDEF website (hereinafter the “AFEP-MEDEF Code”),
and that, where applicable, in accordance with the provisions
of Article L.225-37 of the French Commercial Code, any
recommendations of the AFEP-MEDEF Code that have not
been applied are indicated, along with the reasons for their
exclusion.
It is thus proposed that, in accordance with Articles L.225-1971 et seq. of the French Commercial Code, you authorise the
Board of Directors to allocate free shares to certain employees
and corporate officers of the Company and of related
companies under the conditions set out in Article L. 225-1972 of the French Commercial Code, in the prevailing legal and
regulatory conditions.
The key features of the authorisation would be as follows:
> the total amount of free shares that would be allocated could
not exceed 4% of the Company’s share capital (on the day that
the shares would be allocated);
> the total number of free shares that would be allocated to
corporate officers of the Company and related companies
could not exceed 35% of the total cap of 4% set above;
> the allocation would be definitive either: (i) at the end of a
vesting period of at least two years, the beneficiaries would
then be required to retain said shares for at least two years
with effect from their definitive allocation; or (ii) at the end
of a vesting period of at least four years, and in this case with
no minimum retention period1;
>
the minimum retention period for the shares by their
beneficiaries would be set at two years with effect from their
definitive allocation (except in the event of death or invalidity
corresponding to classification in the second or third
category stipulated in Article L.341-4 of the French Social
Security Code). However, this obligation could be reduced or
removed by the Board of Directors for shares whose vesting
period would have been set at four years.
> this authorisation being granted for a period of thirty-eight
(38) months.
35
The General Meeting would give the Board of Directors full
powers to designate the beneficiaries of the allocations, set the
performance conditions required for exercise of the options
and the retention period for the shares.
For the shares that would be allocated, where applicable, to
the director corporate officers covered by Article L.225-1971, II paragraph 4 of the French Commercial Code, the Board
of Directors would be required to either decide that these
shares could not be sold by the parties concerned prior to them
ceasing to fulfil their functions, or to set the quantity of these
shares that they would be required to retain in registered form
until cessation of their functions.
We hereby inform you that, at its meeting of 25 March 2014, the
Board of Directors indicated that in the event that the General
Meeting’s authorisation is used, it would decide that 15% of the
shares that would be allocated to the corporate officers should
be retained in registered form by these officers until cessation of
their functions. In accordance with the provisions of the revised
AFEP-MEDEF Code, the director corporate officers concerned
The Board of Directors
36
should also give an undertaking not to enter into transactions
to hedge their risk for the period during which they hold their
shares.
Lastly, it is stated that the authorisation enabling the Company
to purchase its own shares under the conditions stipulated
in Articles L.225-209 et seq. of the French Commercial
Code, on which you are requested to decide (and replacing
the authorisation granted by the Combined Ordinary and
Extraordinary General Meeting of 23 May 2013) will ensure
coverage for this plan for the allocation of free shares.
You will now hear a reading of the report prepared by the
statutory auditor in accordance with the provisions of Article
L.225-197-1, I paragraph 1 of the French Commercial Code.
Such is the subject of the resolutions that we are proposing to
you and which we hope will receive your approval.
We hope that you will support this proposal and that you will
vote in favour of the resolutions submitted for your approval.
2013 Report on Corporate Social Responsability (CSR)
2013 REPORT ON CORPORATE SOCIAL
RESPONSABILITY (CSR)
37
1. REPORTING SCOPE
LB
FAB
LBD
LBH
BSM
LBK
LBQ
BQM
Holding
company
Foundry
Foundry
Foundry
Machining
Foundry
Foundry
Machining
France
France
China
Hungary
Hungary
Serbia
Mexico
Mexico
2- ENVIRONMENTAL INFORMATION
2.1 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. Four of our sites are already ISO 14001 certified
and the remaining three sites will be certified 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, and, in particular, the sharing between subsidiaries of experience and good
practices on energy efficiency (via meetings of the Energy Club).
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 2013, such expenditure
mainly concerned: the replacement of CFC-based air
conditioners and refurbishment of spaces and warehouses for
the storage of hazardous products (SO2, propane, chemicals,
etc.).
AMOUNT OF PROVISIONS AND GUARANTEES FOR ENVIRONMENTAL RISKS, WHERE THIS INFORMATION
IS UNLIKELY TO CAUSE SERIOUS PREJUDICE TO THE COMPANY IN CONNECTION WITH AN EXISTING DISPUTE
There were no provisions for environmental risks at either 31 December 2012 or 31 December 2013.
38
2.2 POLLUTION AND WASTE MANAGEMENT
MEASURES FOR THE PREVENTION, REDUCTION AND RECTIFICATION OF DISCHARGES INTO THE AIR,
WATER AND SOIL CAUSING SERIOUS HARM TO THE ENVIRONMENT
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.
reducing the likelihood of creating polluting discharges during
the smelting process. Our machining chips are not melted down
in-house, instead they are sold to external service providers
to recover the raw material. Shot-blasting and sandblasting
stations are fitted with suction and dust collection systems.
The melting furnaces, sand thermal regeneration equipment
and boilers are fitted with chimneys that channel and diffuse
gaseous emissions.
The aluminium used as a raw material is clean: it is not mixed For all new buildings and plant, the impact on the environment
with any organic matter (oil or grease), thereby considerably 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.
Aluminium waste (slags and chips) totalled 5,436 tons and was
100% recycled.
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 reduce noise levels at our sites, with an emphasis on holding
regulations applicable in each country. In 2011, 2012 and 2013, talks with residents and local authorities.
no complaints were recorded in respect of any of the Group’s Furthermore, the noise impact of any new sites or equipment is
plants. Nevertheless, action plans have been implemented to taken into account upfront in the design phase.
2.3 SUSTAINABLE UTILISATION OF RESOURCES
WATER CONSUMPTION AND WATER SUPPLY ACCORDING TO LOCAL CONSTRAINTS
The processes used at our industrial sites consume very
little water. The main uses are: cooling of parts after casting,
preparation of oil emulsions (soluble cutting oils) and die
coating, washing of machined parts, removal of excess penetrant
liquid from parts, heat treatment baskets and floor cleaning.
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
Foundry sites
(in m3/t)
Machining sites
(in m3/1000 parts)
2012 (YTD)
2.35
1.80
2013 (YTD)
2.23
1.69
39
CONSUMPTION OF RAW MATERIALS AND MEASURES TAKEN TO IMPROVE THE EFFICIENCY
OF THEIR USAGE
The raw material used is aluminium, whose consumption is tracked on a monthly basis.
The industrial processes are improved day-by-day in order to:
> reduce the scrap percentage;
> reduce the melting loss (= loss of mass due to the smelting of a material + aluminium waste);
> and optimise the production yield (= quantity of raw materials needed to obtain 1,000kg of end product) without impacting the
quality of the products delivered to the customer.
ENERGY CONSUMPTION, MEASURES TAKEN TO IMPROVE ENERGY EFFICIENCY AND USE OF
RENEWABLE ENERGIES
The production sites use gas (natural gas in Europe and Mexico,
propane in China) mainly for smelting aluminium and heating
moulds.
meeting with the Group.
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.
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.
Each site is responsible for detailed monitoring of gas and
electricity consumption for all its installations and compiles a
monthly report, which is distributed and discussed at a monthly
At Group level, the series of actions taken has facilitated a
reduction of more than 11% in the energy consumption ratio
per ton produced since 2010.
Energy consumption by activity
Foundry Sites
(in kWh/T)
Machining sites
(in kWh/1000 parts)
2010
5,839
3,229
2011
5,442
2,104
2012
5,170
2,175
2013
5,125
2,183
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.
2.4 CLIMATE CHANGE
GREENHOUSE GAS EMISSIONS
Although Le Bélier is not subject to any reporting obligations
on greenhouse gas emissions (its combustion units being below
the relevant thresholds), the Group continues to make efforts to
limit its impacts.
The Group’s direct emissions relating to the consumption of gas
and propane totalled 41,767t of CO2e, including 5,638t of CO2e
due to the combustion of propane.
Indirect emissions relating to the consumption of electricity by
the plants came to 44,217t of CO2e. The Group’s total direct and
indirect emissions thus reached 85,984t of CO2e.
40
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).
2.5 PROTECTION OF BIODIVERSITY
MEASURES TAKEN TO DEVELOP BIODIVERSITY
Land that is available or which is not intended for industrial use has been landscaped as green areas.
3- STAFF-RELATED INFORMATION
3.1 EMPLOYMENT
TOTAL HEADCOUNT AND BREAKDOWN OF EMPLOYEES BY GENDER, AGE AND REGION
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 2,466 staff at 31 December 2013.
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 BELIER GROUP EMPLOYEES AT 31 DECEMBER 2013 (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 2013
Asia 16%
France
12%
North America
15%
Serbia
20%
Hungary 37%
Europe
69%
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.
2013
LB
France
FAB
France
LBD
China
LBH
Hungary
BSM
Hungary
LBK
Serbia
LBQ
Mexico
BQM
Mexico
Total
Additions
13
7
51
71
127
309
189
33
800
Departures
9
22
42
53
59
275
85
42
587
For LBK, due to fluctuations in the workload during the year, we made significant use of fixed-term contracts.
The percentage of dismissals is in the region of 1% of our headcount.
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.
3.2 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.
42
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).
Level 2 absenteeism rates, by subsidiary, in 2013:
% Level 2 hours
of absence *
LBK
Serbia
LBD
China
FAB
France
LBH
Hungary
BSM
Hungary
LBQ
Mexico
BQM
Mexico
Group
average
(excl. LB)
2013
1,3%
1,1%
3,7%
1,6%
1,2%
2,5%
1,4%
1,7%
*= Level 2 hours of absence/(regular hours worked + additional hours + level 1 & 2 hours of absence)
3.3 STAFF RELATIONS
ORGANISATION OF STAFF DIALOGUE, NOTABLY THE PROCEDURES FOR INFORMING AND CONSULTING
EMPLOYEES AND STAFF NEGOTIATIONS
Staff dialogue has always been encouraged in all our subsidiaries.
In France, the various staff representative bodies have been
in place for quite some time: Works Council (at the level of
the Economic and Social Unit represented by the Vérac site),
Staff Representatives, Health, Safety and Working Conditions
Committee, in accordance with French statutory obligations;
in addition to which, staff are represented (as per the legal
requirements) on the Boards of Directors of French limited
liability companies (sociétés anonymes). Also, trade union
branches of CGT, CFDT and CGC/CFE are present and
in operation, with appointed trade union delegates 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.
3.4 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 middle of 2011.
equipment (PPE) is mandatory and subject to distribution
procedures; failure to comply with these basic safety precautions
may be penalised.
The very nature of our activities, which are exercised in a hot,
noisy and potentially dusty environment, calls for constant
improvement in working conditions, especially for our foundry
workers. Medical supervision, with the intervention of a specific
occupational health practitioner, is provided in accordance
with the obligations and procedures specific to each country.
With regard to occupational illness, repetition of certain
tasks may result in conditions classified in France as MSDs
(musculoskeletal disorders). The installation of automated
systems and processes has mitigated these risks.
For example, in France, dye penetrant automation and
sawing automation for certain equipment, helps reduce these
risks. Similarly, for example, in our Serbian subsidiary, the
automation of certain processes has replaced manual work.
Throughout the Group, wearing of personal protective
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 middle of 2011, a work focus specific to industrial
accidents has been put in place, including establishment of
a Safety Club to share experience and good practices on this
topic. This work focus is accompanied by an objective to reduce
the frequency index for our industrial accidents at Group level
by 80% in 2013 compared with 2011. This objective had been
met at end-2013. 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 end2012, stood at 42.9 in France.
Frequency index for industrial accidents, by subsidiary, in 2013
2013
Group total
FAB
France
LBD
China
LBH
Hungary
BSM
Hungary
LBK
Serbia
LBQ
Mexico
BQM
Mexico
Frequency index
10.3
11.5
10.3
14.8
0
4.2
26.4
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 0.98); our main objective
being to target zero accidents (i.e. a frequency objective).
3.5 TRAINING
TRAINING POLICIES IMPLEMENTED
These policies are aimed at improving employees’ professional technical skills (adaptation to the position held) and allowing them
to gain new skills, especially in the managerial field to allow employees to progress onto other responsibilities.
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).
In 2013, training budgets represented 1.1% of gross payroll.
3.6 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
44
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. With regard to the in-house
training provided, women are treated the same as men.
POLICY IMPLEMENTED AND MEASURES TAKEN TO PROMOTE EMPLOYMENT AND INTEGRATION OF
THE DISABLED
Our plant in France has always employed the disabled, some of
whom have severe disabilities. The quotas imposed by French
legislation are met at this plant.
At our head office, we do not meet the imposed quotas but we
obtain office supplies and other small items from Work Centres
for the Disabled. We also turn to these same Work Centres for
services at our industrial site (“maintenance” work) and/or, on
an outsourced basis, other services (“packaging” work).
POLICY IMPLEMENTED AND MEASURES TAKEN TO PROMOTE THE FIGHT AGAINST DISCRIMINATION
For recruitment in France, we work with specialist firms, from
whom we request assurances that their selection practices
comply with anti-discrimination laws. These firms provide
us with evidence of their practices and/or their declaration of
adherence to corresponding codes of ethics. With regard to
this topic in our subsidiaries, the Heads of Human Resources
are invited to adopt the same practices, by written instruction
from the Company/Group Director of Human Resources &
Development.
3.7 PROMOTION OF AND COMPLIANCE WITH THE PROVISIONS OF THE ILO’S CORE
CONVENTIONS ON
RESPECT FOR FREEDOM OF ASSOCIATION AND THE RIGHT TO COLLECTIVE BARGAINING
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”. This last aspect is taken into account in particular in the timing of public holidays and leave periods
at each of our subsidiaries (e.g.: Orthodox Christmas in Serbia, Chinese New Year, etc.).
THE 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.
4- SOCIAL INFORMATION
4.1 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 make use of near-sourcing in various fields: mechanical engineering, local services, temporary staffing, etc.
45
4.2 RELATIONS WITH INDIVIDUALS AND ORGANISATIONS WITH AN INTEREST IN THE GROUP’S
BUSINESS
CONDITIONS FOR DIALOGUE WITH THESE INDIVIDUALS AND ORGANISATIONS
The parties concerned here are customers, suppliers, shareholders and local authorities.
The conditions for dialogue with the social partners are elaborated below.
> Customers
We seek out solutions to lighten our products and reduce CO2
emissions for our customers, which can be achieved at the price
and quality levels required. 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.
4.3 SUBCONTRACTING AND SUPPLIERS
CONSIDERATION GIVEN TO SOCIAL AND ENVIRONMENTAL ISSUES IN THE COMPANY’S PURCHASING
POLICY
The Group’s purchasing policy is not directly covered by a framework of social and environmental standards.
Nevertheless, several key principles and specific initiatives effectively help limit the environmental footprint of the Group’s
purchases:
>B
ulk purchasing
Each Group company deploys an action plan aimed at local
bulk purchasing. The objective, soon met, is to limit sourcing
to three suppliers for each category of purchases (electrical,
mechanical and hydraulic parts, production consumables,
chemicals, fluids, etc.). One of the key consequences of this
bulk sourcing initiative is that it reduces road transport flows.
Tracking is carried out on the basis of six-monthly purchasing
statistics. Again with a view to reducing road transport,
wherever possible, we favour delivery of heavy goods by means
of transport other than road freight.
>R
ecycled aluminium
We have increased our supplies of recycled aluminium in 2014
by using crushed parts from car recycling.
46
> Sharing of IT applications
The Group’s IT policy also helps limit the environmental
footprint:
The management software SAP is managed by a service provider
that has recently created so-called green IT server rooms near
Bordeaux in which the cooling is confined to servers alone
using the latest techniques.
Several applications that are fundamental to the Group’s
operation (financial management, document management,
management of technical data, e-mail system, etc.) are
shared and are installed on a single, secure basis: remote user
connections are established via a secure virtual private network
(VPN).
This arrangement substantially reduces the number of servers
as well as the associated energy costs.
THE IMPORTANCE OF SUBCONTRACTING AND CONSIDERATION GIVEN IN RELATIONS WITH SUPPLIERS
AND SUBCONTRACTORS TO THEIR SOCIAL AND ENVIRONMENTAL RESPONSIBILITY
Criteria pertaining to the safety of goods and individuals are incorporated into the buying processes. Some 18 procedures and
documents have been compiled and are deployed at all the Group’s plants as part of the internal plan known as Suppliers Safety
Management.
Effective implementation is checked via monthly tracking.
In December 2012, we sent a letter to our main suppliers of primary aluminium to encourage them to adopt sustainable
development measures.
4.4 FAIR PRACTICES
ANTI-CORRUPTION MEASURES
To prevent corruption, one of our solutions is to give our managers legal responsibility. In addition, since 2011, we have put in
place an internal control structure with a dedicated resource for this purpose.
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.
4.5 RIGHTS OF MAN
INITIATIVES TAKEN TO PROMOTE THE RIGHTS OF MAN
We have no specific policy on this matter.
47
48
Le Belier Consolidated financial statements and notes
for the year ended 31 december 2013
LE BELIER CONSOLIDATED FINANCIAL STATEMENTS
AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2013
49
CONSOLIDATED INCOME STATEMENT
IFRS - In thousands of euros
Notes
31/12/2013
(12 months)
31/12/2012
(12 months)
REVENUE
3.1.1;
4.1
236,258
225,313
Other operating income
3.1.2
653
283
236,911
225,596
(118,065)
(41,893)
(44,178)
(2,712)
(11,391)
(111,714)
(40,466)
(40,482)
(2,609)
(11,922)
41
2,306
(448)
586
609
(246)
20,571
19,352
451
(370)
21,022
18,982
374
(1,688)
540
(1,890)
(1,314)
(1,350)
(251)
(262)
19,457
17,370
(3,769)
(3,721)
15,688
13,649
NET INCOME FOR THE YEAR
15,688
13,649
Group share
Non-controlling interests
15,688
13,649
INCOME FROM ORDINARY ACTIVITIES
Purchases consumed
Staff costs
External charges
Taxes and duties other than corporation tax
Net charge for depreciation, amortisation and impairment
of non-current assets
Net charge to provisions
Change in inventory of work-in-progress and finished goods
Other current operating income and expenses
3.1.3
3.1.5
3.1.6
CURRENT OPERATING INCOME
Other operating income and expenses
3.1.7
OPERATING PROFIT
Income from cash and cash equivalents
Interest expense
3.1.8
3.1.8
NET FINANCE COSTS
Other financial income and expense
3.1.8
INCOME BEFORE TAX
Corporation tax
3.1.9
NET INCOME FROM CONTINUING OPERATIONS
Net income from discontinued operations
Earings per share (in euros)
3.1.10
2.54
2.30
Diluted earnings per share (in euros)
3.1.10
2.54
2.30
31/12/2013
(12 months)
31/12/2012
(12 months)
STATEMENT OF COMPREHENSIVE INCOME
In thousands of euros
NET INCOME FOR THE YEAR
Actuarial gains and losses on employee benefits
- of which, income/(charges) borne in equity
Sub-total of items that cannot be recycled in the income statement
50
15 688
13 649
241
241
(259)
(259)
241
(259)
Gains and losses arising from translation of the financial statements
Hedges of futue cash flows
- of which, income/(charges) borne in equity
- of which, income/(charges) transferred to profit or loss for the period
Sub-total of items that can be recycled in the income statement
(1,312)
0
0
0
(1,312)
1,288
0
0
0
1,288
Sub-total of net income/(charges) recognised directly in equity
(1,071)
1,029
COMPREHENSIVE INCOME
14,617
14,678
Group share
Non-controlling interests
14,617
0
14,678
0
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
IFRS, in thousands of euros
ASSETS
Notes
NON-CURRENT ASSETS
Goodwill
Other intangible assets
Property, plant and equipment
of which, land
of which, buildings
of which, industrial equipement
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
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
3.2.11
3.2.14
3.2.5; 3.2.6
3.2.5; 3.2.7
3.2.5; 3.2.8
3.2.8
3.2.9
3.2.10
TOTAL ASSETS
SHAREHOLDERS’EQUITY AND LIABITIES
SHAREHOLDERS’ EQUITY
Share capital
Additional paid-in capital
Reserves
Translation adjustments
Net income for the year
Non-controlling interests
NON-CURRENT LIABILITIES
Long-term borrowings
Deferred tax liabilities
Non-current provisions
Other non-current liabilities
CURRENT LIABILITIES
Short-term borrowings
Current portion of long-term borrowings
Current tax liabilities
Current provisions
Financial instruments
Trade payables
Other current liabilities
Liabilities relating to assets slated for disposal
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES
Notes
3.2.12
31/12/2013
31/12/2012
550
1,520
59,567
3,142
16,681
31,709
8,035
0
0
0
258
1,423
550
1,075
55,250
3,240
16,182
30,033
5,795
443
0
0
193
1,375
63,318
58,886
22,760
40,753
8,934
1,308
44,231
0
0
20,703
41,613
7,765
790
31,420
167
0
117,986
102,458
181,304
161,344
31/12/2013
31/12/2012
10,005
9,826
55,344
(11,294)
15,688
10,005
9,826
41,780
(9,982)
13,649
79,569
65,278
30,118
1,411
2,407
555
33,463
2,106
2,552
115
34,491
38,236
3.2.19
3.2.13
8,952
13,553
3.2.15
389
3.2.18
30,516
13,834
6,215
12,017
0
649
0
25,451
13,498
67,244
57,830
181,304
161,344
3.2.13
3.2.14
3.2.15; 3.2.16
3.2.17
51
STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY
IFRS, in thousands of euros
SHAREHOLDERS’ EQUITY
AT 31/12/2011
Share
capital
Add
paid-in
capital
10,005
9,826
Consoliincome
dated Translation Other
Group
and
expenses
reserves
share
of
reserves
recognised
and net
equity
directly in equity
income
42,823
(11,270)
Impact at 1/01/2012
of IAS 19 Revised
SHAREHOLDERS’ EQUITY
AT 01/01/2012
after impact of IAS 19 Revised
10,005
9,826
2012 net income
42,823
(11,270)
50,865
(156)
(156)
(675)
50,709
13,649
Actuarial gains and losses on
emplyee benefits
0
0
13,649
1,288
Performance share plan
Other changes
SHAREHOLDERS’ EQUITY
AT 31/12/2012
10,005
9,826
2013 net income
1,288
1,288
0
0
0
(259)
14,678
0
14,678
0
(1,711)
(1,711)
(1,711)
1,602
1,602
1,602
0
0
0
56,363
(9,982)
(934)
Gains and losses arising from
translation of the financial
statements
15,688
(1,312)
0
65,278
15,688
241
241
(1,312)
(1,312)
0
0
0
241
14,617
(1,312)
Hedges of future cash flows
65,278
15,688
241
0
50,709
(259)
15,688
0
0
0
Actuarial gains and losses on
employee benefits
2013 comprehensive income
(156)
(259)
Dividends paid
Share buybacks
50,865
13,649
1,288
Hedges of future cash flows
0
Total
13,649
(259)
Gains and losses arising from
translation of the financial
statements
2012 comprehensive income
(519)
Noncontrolling
interests
0
14,617
Dividends paid
(949)
(949)
(949)
Share buybacks
(189)
(189)
(189)
812
812
812
0
0
0
Performance share plan
Other changes variations
SHAREHOLDERS’ EQUITY
AT 31/12/2013
52
10,005
9,826
71,725
(11,294)
(693)
79,569
0
79,569
CONSOLIDATED CASH FLOW STATEMENT
In thousands of euros
Notes
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 ans exchange rate movements
Change in deferred taxes
Reversal of investment grants
Gains and losses on disposal of non-current assets
Adjustment for the sale of BMPM
Non-controlling interests in consolidated subsidiaries’ net income
Cash flow from operations
2013
2012
3.1.9
15,688
13,649
3.1.3
11,232
812
11,753
1,602
3.1.8
3.19
3.2.17
(39)
(735)
(122)
305
(236)
(80)
(13)
(170)
26,653
(51)
26,942
3,012
(8,930)
29,665
18,012
(17,362)
23
(80)
563
(15,287)
123
(18)
(16,856)
(15,182)
12,809
2,830
(189)
(949)
(1,711)
(1,022)
(1,898)
(2,160)
(3,609)
(575)
0
(47)
10,074
(826)
Impact of change in timing of cash flows
Change in working capital requirement
Net cash flow from operating activities (A)
CASH FLOW FROM INVESTING ACTIVITIES
Outflows resulting from the acquisition of non-current assets
Inflows resulting from the sale of non-current assets
Changes in long-term investments
Investment grants received
Net cash allocated to acquisitions and disposals of subsidiairies (change in scope)
3.2.2
3.2.17
Net cash flow from (used in) investing activities (B)
Free cash Flow (A) + (B)
CASH FLOWS FROM FINANCING ACTIVITIES
Amounts received from shareholders as a result of a capital increase
Treasury shares
Dividends paid to shareholders of the parent company
Dividends paid to non-controlling interests in consolidated subsidiairies
Cash inflows/outflows on borrowings
Advances received from third parties
3.2.12.3
3.2.12.4
3.2.13
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)
3.2.9
25,205
26,031
CLOSING CASH AND CASH EQUIVALENTS (A+B+C+D+E+F)
3.2.9
35,279
25,205
53
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBRE 2013
GROUP PRESENTATION
Le Bélier is a group specialising in aluminium foundry work for the global automotive industry.
Since June 1999, its shares have been listed on the regulated market of Euronext Paris, compartment C.
1. ACCOUNTING POLICIES
1.1 A
PPROVAL OF THE FINANCIAL
STATEMENTS
The consolidated financial statements for the year ended
31 December 2013 were approved by Le Bélier’s Board of
Directors on 25 March 2014.
These financial statements will be submitted for approval by the
shareholders during the General Meeting of 22 May 2014.
1.2 BASIS FOR PREPARATION OF
THE CONSOLIDATED FINANCIAL
STATEMENTS
1.2.1 Statement of compliance
The consolidated financial statements for the year ended
31 December 2013 were prepared in accordance with the
framework of IFRS (International Financial Reporting
Standards) as adopted by the European Union at 31 December
2013 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 2013 financial
statements are those published in the Official Journal of the
European Union at 31 December 2013 and whose application
is mandatory.
The accounting policies used have been applied in a consistent
manner to all financial years presented.
The financial statements are presented in thousands of euros,
the Group’s functional and reporting currency.
Le Bélier has applied the standards, amendments to standards
and interpretations applicable with effect from the financial
year commencing on 1 January 2013, in particular:
> Amendments to IAS 1, Presentation of financial statements
– presentation of other items of comprehensive income
(applicable, at the latest, to financial years beginning on or
after 1 July 2012);
>Amendments to IAS 12, Deferred tax: recovery of underlying
assets (applicable, at the latest, to financial years beginning
on or after 1 January 2013);
>A
mendments to IFRS7, Financial instruments: disclosures
54
–
Offsetting of financial assets and financial liabilities
(applicable, at the latest, to financial years beginning on or
after 1 January 2013);
> IFRS 13 – Fair value measurement (applicable, at the latest, to
financial years beginning on or after 1 January 2013);
> Amendments to IFRS 1, Severe hyperinflation and removal
of fixed dates for first-time adopters;
> Amendments to IFRS 1, Government loans;
> Annual improvements 2009-2011 cycle (published on 17 May
2012).
These new texts did not have a material impact on the Group’s
financial statements.
>
Amendments to IAS 19, Post-employment benefits –
Recognition of defined benefit plans (applicable, at the latest, to
financial years beginning on or after 1 January 2013).
Retroactive application of this amendment led the Company to
recognise the cost of past services as a liability in the statement
of financial position in provisions for employee benefits, with a
corresponding decrease in reserves, for an amount of €156,000
at 1 January 2012, the impact on the 2012 profit or loss being
considered immaterial.
The financial statements published for the year ended
31 December 2012 and the six months to 30 June 2012 have
been modified accordingly.
Furthermore the Group did not opt for the early application
of any standards or interpretations whose application was not
mandatory at 1 January 2013.
> New standards and interpretations published by the IASB for
later application, endorsed by the European Union:
- IFRS 10, Consolidated financial statements (standard
applicable at 1 January 2013 according to the IASB
but applicable at 1 January 2014 in the European
Union);
- IFRS 11, Joint arrangements (standard applicable at
1 January 2013 according to the IASB but applicable
at 1 January 2014 in the European Union);
- IFRS 12, Disclosure of interests in other entities
(standard applicable at 1 January 2013 according
to the IASB but applicable at 1 January 2014 in the
European Union);
-
IAS 28 Amended, Investments in associates and
joint ventures (standard applicable at 1 January 2013
according to the IASB but applicable at 1 January
2014 in the European Union);
- Amendments to IFRS 10, IFRS 11 and IFRS 12, Procedures for
first-time application (standard applicable at 1 January 2013
according to the IASB but applicable at 1 January 2014 in the
European Union);
-
Amendments to IAS 32, Offsetting of financial assets and
financial liabilities;
- Amendments to IFRS 10, IFRS 12 & IAS 27, Investment entities;
- Amendments to IAS 36, Recoverable amount disclosures for
non-financial assets;
-
Amendments to IAS 39, Novation of derivatives and
continuation of hedge accounting.
None of these standards or amendments whose early application would be possible has been applied early.
The effects of these standards and amendments are currently being analysed.
>N
ew standards and interpretations published by the IASB for later application, not yet endorsed by the European Union:
- IFRS 9, Financial instruments;
- IFRS 14, Regulatory deferral accounts;
- IFRIC 21, Taxes;
-
Amendments to IFRS 9 and IFRS 7, Mandatory
- Amendments to IAS 19, Employee benefits;
effective date and transition disclosures;
- Annual improvements made to various standards - Amendments to IFRS 9, IFRS 7 and IAS 39, Hedge
(2010-2012 cycle);
accounting.
- Annual improvements made to various standards
(2011-2013 cycle);
As these standards are not yet applicable to the Group’s financial statements, the process for determining any potential impacts of
their application on the Group’s consolidated financial statements is in progress.
1.2.2 Basis of consolidation
All companies included in the consolidation scope are fully consolidated.
1.2.3 Closing date
All consolidated companies closed their accounts on 31 December 2013.
1.2.4 Assumptions and estimates
In preparing the Group financial statements, management has used assumptions and estimates that impact the amounts presented
in these financial statements. The accounting estimates and assumptions used in the preparation of the financial statements were
made in a context in which there is some difficulty in ascertaining the economic prospects. As these assumptions are uncertain by
their very nature, actual results may vary from these estimates.
The main headings in the financial statements that may be subject to assumptions and estimates concern, in particular, valuations
used for impairment testing (see Note 3.2.5), measurement of pension obligations (see Note 3.2.16), measurement of provisions
for contingencies (see Note 3.2.15), useful lives for non-current assets (see Note 1.4.2), deferred taxes (see Note 3.2.14) and
measurement of the fair value of share-based payments (see Note 3.2.12).
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).
55
1.2.5 Events after the reporting period
None.
1.3 ACCOUNTING CHANGES
1.3.1 Change in presentation
The presentation of the Group’s consolidated financial statements for the year ended 31 December 2013 is identical to that used
for the 2012 consolidated financial statements, except for the application of IAS 19 Amended.
1.4MAIN ACCOUNTING POLICIES
1.4.1 Presentation of the statement of financial position business combinations prior to 1 January 2004, nor any startIn 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 straightline method over their useful lives, which must not exceed
five years. The Group has no business goodwill arising from
56
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 (amended).
Depreciation of property, plant and equipment is calculated to
reflect the pattern of consumption of the expected economic
benefits for each asset based on the acquisition cost and subject
to allowing for any residual value. The straight-line method is
used.
The Group reviews these depreciation schedules annually on
the basis of the actual useful lives of its property, plant and
equipment.
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.
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
- shell
- roof
- cable networks
- internal fixtures and fittings
40 years
25 years
15 years
20 years
Straight-line
Straight-line
Straight-line
Straight-line
Refurbishment of old buildings
15 years
Straight-line
6 years 2/3
Straight-line
5 à 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
Component-based approach
Industrial equipment, general case
Except for industrial equipment managed using the componentbased 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;
> In compliance with IAS 17, the main criteria used for assessing
finance leases are as follows:
> the comparison between future payments and the asset’s fair
value;
>
the existence of a clause for transfer of ownership or a
purchase option,
> t he 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.
not exceed their recoverable amount, i.e. the amount recovered
through their use or sale.
When it is not possible to determine the recoverable value of the
assets individually, the assets are combined into cash generating
units (CGUs) for which this value is then determined.
Other than for goodwill and intangible assets with an indefinite
life that are subject to systematic annual impairment tests,
the recoverable value of an asset is estimated whenever there
are any indicators showing that this asset might have been
impaired. The impairment indicators are reviewed at the end of
each reporting period.
Le Bélier Group’s CGUs are based on its operational organisation
by business. A cash-generating unit is the smallest identifiable
group of assets that generates cash inflows from continuing use
that are largely independent of the cash inflows generated by
other groups of assets (i.e. production sites).
1.4.3 Impairment of assets
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.
IAS 36 establishes the procedure to be followed by an enterprise
in order to ensure that the carrying amount of its assets does
The recoverable amount is defined as the higher of fair value
less costs to sell and value in use.
57
Fair value less costs to sell represents the best estimate of the
amount obtainable from the sale of an asset in an arm’s length
transaction between knowledgeable, willing parties. This estimate
is determined on the basis of available market information and
taking into account specific situations.
The value in use retained by the Group corresponds to the value
of the expected future economic benefits derived from an asset’s
use and subsequent disposal. This is determined on the basis of
the present value of the future cash flows of each CGU, including
goodwill. Such amounts are determined by reference to economic
assumptions and projections of operating conditions used by
Group management.
Assets or groups of assets are tested for impairment by comparing
their recoverable amount with their carrying amount. When a
write-down is considered necessary, the amount recognised is
equal to the difference between the carrying amount and the
recoverable amount.
When reversing impairment provisions, the amount reversed
must not exceed the carrying amount of the asset that would
have been recorded if no impairment losses had been recognised
in prior periods. Impairment recognised in respect of goodwill
is never reversed.
1.4.4 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:
An impairment loss is recognised for raw materials, supplies,
consumables, packaging and finished goods to take into account a
potential net realisable value, inventories to be written down being
identified based on criteria for slow inventory turnover.
58
1.4.5 Financial assets and liabilitiesfinancial instruments
1.4.5.1 Financial assets
Financial assets included in the scope of IAS 39 are classified,
according to the case, as financial assets at fair value through
profit or loss, loans and receivables, held-to-maturity
investments or available-for-sale financial assets.
The Group determines the classification of its financial assets
on initial recognition and, when authorised and appropriate,
reviews this classification at the end of each financial year.
The Group does not have any held-to-maturity investments or
available-for-sale financial assets.
Financial assets are measured at fair value on initial recognition.
Receivables
Receivables are measured at face value.
An impairment loss is recorded, on a case-by-case basis, when
there is a risk of non-collection.
As part of recurring or one-off operations, trade receivables
may be discounted and assigned to banking institutions.
During such operations, an analysis is performed to measure
the transfer of risks and rewards inherent to ownership of these
receivables. If this review indicates that substantially all these
risks and rewards have been transferred, the trade receivables
are de-recognised from the statement of financial position
and all the rights created or retained during the transfer are
recognised, where applicable.
In the reverse situation, the trade receivables continue to
be recognised in the statement of financial position and a
financial liability is recognised in current bank facilities for the
discounted amount.
1.4.5.2 Bank borrowings
All borrowings are recorded at fair value on initial recognition,
less any directly attributable transaction costs.
Subsequent to initial recognition, interest-bearing liabilities are
stated at amortised cost using the effective interest rate method.
Gains and losses are recognised in profit or loss when the
liability is de-recognised, using the amortised cost method.
1.4.5.3 Short-term investment securities and cash and
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.
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
currency is the euro.
Recognition and measurement of foreign currency transactions are
governed by IAS 21, Effects of changes in foreign exchange rates.
In accordance with this standard, transactions denominated
in foreign currency are translated by the subsidiary into its
functional currency at the exchange rate prevailing on the
transaction date.
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
The Group may receive investment grants in connection with its
activities.
These grants are recognised at their gross amount in “Other noncurrent 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.
59
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.
These employee benefits are subject to an annual actuarial
valuation based on:
> assumptions concerning inflation, wage increases, returns
on plan assets and the rates used to discount the obligations.
These assumptions may change from one year to the next;
> differences between these assumptions and actual outcomes.
The gross amount of these benefits is recognised in the statement
of financial position in “Non-current provisions” while changes
during the year are recognised in the income statement in
“Net charge to provisions” and “Other financial income and
expense” for the amount corresponding to financial expenses,
with the exception of actuarial gains and losses on retirement
indemnities, which are recognised in equity.
1.4.11 Share-based payments
Certain Group employees and corporate officers benefit from
stock purchase option plans and plans for the allocation of free
shares.
In accordance with IFRS2, Share-based Payment, these plans
are recognised as transactions settled in equity instruments.
As such, the fair value of the options is measured on the grant
date and is recognised in staff costs in the income statement
by spreading it over the period in which the rights are vested
by the beneficiaries, with a corresponding increase in the net
position in a specific account.
1.4.12 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”.
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.
60
In particular, these relate to:
> the cost of restructuring measures, being mainly the cost of
staff departures, external charges generated by these measures
and site closure costs;
> changes in provisions raised for these restructurings, e.g. provisions for the business rescue plan (plan de sauvegarde de
l’emploi – PSE) and the manpower plan (Gestion Prévisionnelle de l’Emploi et des Compétences – GPEC).
The costs provisioned include pay in lieu of notice, contractual
and statutory redundancy payments, voluntary redundancy
payments, financial assistance for the creation or acquisition
of a business, mobility allowances, outplacement services
costs, training expenses and travel costs for staff covered by the
agreement.
The provisions do not include costs for the retraining or
relocation of staff retained;
> changes in provisions for asset impairment following sharp
declines in activity and litigation provisions of an unusual or
non-recurring nature;
> any material litigation, not directly linked to the Group’s
operations.
1.4.14 Earnings per share
Earnings per share are calculated by dividing Group net
income by the weighted average number of ordinary shares
in issue during the period. The weighted average number of
ordinary shares in issue during the period is the number of
ordinary shares in issue at the start of the period, adjusted for
the number of ordinary shares redeemed or issued during the
period, multiplied by a time-based weighting factor.
Diluted earnings per share are determined by dividing Group
net income by the total weighted average number of shares in
issue during the period plus the total number of any diluting
instruments.
1.4.15 Cash and cash equivalents
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
defined above, net of current bank facilities and short-term
financing..
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
The Italian company BMPM Manfredonia Spa, which ceased to operate in June 2008 and which was in the process of being
liquidated, was sold in its entirety on 7 May 2013, for a sale price of €1,000 and without a liabilities guarantee clause. This
company was thus consolidated only up to 7 May 2013.
There were no other changes in the scope in the financial years 2012 or 2013.
2.2 LIST OF CONSOLIDATED COMPANIES
Abbreviation
Registered office
French company
registration number
(SIRET)
Control
(%)
Ownership
(%)
LB
Plantier de la Reine
Vérac (33) - France
39362977900017
100%
100%
FONDERIES ET ATELIERS DU
BELIER (Foundry for light alloys)
FAB
Vérac (33) - France
59615014400019
100%
100%
LE BELIER DALIAN
(Foundry for light alloys)
LBD
Dalian - China
Etrangère
100%
100%
LE BELIER HONGRIE SA
(Foundry for light alloys)
LBH
Ajka - Hungary
Etrangère
100%
100%
BSM HUNGARY MACHINING
Ltd (Machining)
BSM
Szolnok - Hungary
Etrangère
100%
100%
LBQ Foundry S.A. de C.V.
(Foundry for light alloys)
LBQ
Querétaro - Mexico
Etrangère
100%
100%
BQ Machining S.A. de C.V.
(Machining)
BQM
Querétaro - Mexico
Etrangère
100%
100%
Le Bélier Kikinda
(Foundry for light alloys)
LBK
Kikinda- Serbia
Etrangère
100%
100%
LBO
(Equipment leasing)
LBO
Plantier de la Reine
Vérac (33) - France
40307761300012
100%
100%
Company
(Business)
LE BELIER S.A.
(Holding company)
> Le Bélier is an active holding company that provides services au on behalf of the Group.
> Th
e other consolidated subsidiaries are manufacturers of aluminium parts for components manufacturers and carmakers,
with the exception of LBO, which is an equipment leasing company.
2.3 NON-CONSOLIDATED COMPANIES
None.
61
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
2013
2012
Change
Foundries
Machining
Toolmaking
Other (1)
193,652
28,123
10,267
4,216
182,911
26,464
10,636
5,302
5,9%
6,3%
-3,5%
-20,5%
TOTAL
236,258
225,313
4,9%
(1) Includes notably the provision of services.
3.1.2 Other operating income
In accordance with IAS 20, and like other grants, particularly the research tax credit, the tax credit for competitiveness and
employment (crédit d’impôt compétitivité emploi – CICE) has been recognised as a grant and is included in “Other operating
income” for an amount of €228,000 in 2013.
3.1.3 Staff costs and number of employees of consolidated companies
3.1.3.1 Staff costs
Wages and salaries
Social security charges
Other staff costs
Total staff costs
2013
2012
29,015
9,729
3,149
27,089
9,125
4,252
41 893
40 466
In 2013, €0.9 million of staff costs related to performance share plans, being €0.8 million for the fair value of benefits awarded
and €0.1 million for employer contributions.
In 2012 these performance share plans were recognised in staff costs for an amount of €1.9 million, being €1.6 million for the
fair value of benefits awarded and €0.3 for million supplementary profit sharing.
Costs relating to temporary and external staff are recorded in “External charges” and represented an amount of €5,155,000 in
2013 and €3,689,000 in 2012.
3.1.3.2 Number of employees available (including temporary staff)
Year end
By country
31/12/2013
Average
31/12/2012
2013
2012
France
Hungary
Serbia
China
Mexico
333
1,133
494
394
404
320
886
447
382
358
341
1 038
481
390
361
325
890
432
388
370
TOTAL
2,758
2,393
2,611
2,405
Direct labour
Indirect labour
Administrative staff
1,834
673
251
1,518
625
250
1,699
654
258
1,532
630
243
TOTAL
2,758
2,393
2,611
2,405
By type
62
3.1.4 Research and development costs
In 2013, the amount of research and development costs recognised directly in profit or loss was €219,000, including €161,000 of
staff costs, compared with €530,000 and €475,000 respectively in 2012.
In 2013, the Group recorded income of €262,000 in “Other operating income” in respect of a research tax credit in France
compared with €125,000 in 2012.
3.1.5 Net provisions
This item can be analysed as follows:
31/12/2013
Additions
31/12/2012
Net additions
(reversals)
Reversals
Net additions
Impairment of receivables
Provision for contingeancies and expenses
(91)
(299)
167
264
76
(35)
342
244
Total net additions (reversals)
(390)
431
41
586
Note: net impairment of inventories is included as follows:
> for inventories of materials and consumables, a charge of €339,000 in “purchases consumed”;
> f or inventories of work-in-progress and finished goods, a charge of €83,000 in “Change in inventory of work-in-progress and
finished goods”.
3.1.6 Other current operating income and expenses
In 2013, other current operating income amounted to €126,000 and other current operating expenses totalled €574,000.
3.1.7 Other operating income and expenses
In 2013, other operating income and expenses represented income of €451,000 compared with an expense of €370,000 in 2012.
During the year, this item included income of €408,000 for costs relating to the Italian site up to the date that it was
deconsolidated (7 May 2013), and the income generated by removal of the subsidiary from the consolidation scope.
In 2012, the amount related to costs in respect of the Italian site in liquidation (building depreciation and liquidation costs).
3.1.8 Net financial income (expense)
2013
Income from cash and cash equivalents
Borrowing costs
Net finance costs
Realised currency gains / (losses)
Unrealised currency gains / (losses)
Charges to provisions
Other financial income (expenses)
Other financial income and expenses
Net financial expense
2012
374
(1,688)
540
(1,890)
(1,314)
(308)
(39)
0
18
(1,350)
37
(305)
0
6
(251)
(262)
(1,565)
( 1,612)
63
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:
2013
2012
Financial income received
Financial income not received
374
-
540
-
Total income from cash and cash equivalents
374
540
Financial expenses disbursed
Financial expenses not disbursed
(1,601)
(87)
(1,794)
(96)
Total borrowing costs
(1,688)
(1,890)
2013
2012
Current tax income / (charge)
Deferred tax income / (charge)
(4,504)
735
(3,957)
236
Total tax income / (charge)
(3,769)
(3,721)
Financial expenses not disbursed essentially relate to interest on staff benefits.
3.1.9 Corporation tax
3.1.9.1 Analysis of the tax charge
The current tax charge relates mainly to the Hungarian, Chinese and Serbian companies that generate taxable profits.
The losses of the French and Mexican companies are not subject to recognition of a deferred tax asset due to the lack of
sufficient certainty on their recoverability.
3.1.9.2 Deferred tax rates
2013
2012
25%
17%
16%
33,33%
33%
30%
15%
25%
17%
13%
33,33%
33%
30%
15%
2013
2012
Income before tax
Theoretical tax (33,33 %)
Deferred tax assets not recognised on losses for the period
Impact of the recognition of deferred tax assets and tax credits
Impact of the recognition of deferred tax liabilities
Impact Impact of differences in tax rates
Impact of permanent differences
19,457
(6,485)
2
58
367
2,834
(545)
17,370
(5,789)
(319)
280
27
2,633
(553)
Corporation tax recognised
(3,769)
(3,721)
China
Hungary LBH
Hungary BSM
France
Italiy
Mexico
Serbia
3.1.9.3 Tax proof
64
3.1.10 Earnings per share
2013
2012
15,688
6,582,120
6,582,120
403,677
6,178,443
13,649
6,582,120
6,582,120
647,124
5,934,996
0
261,668
6,178,443
6,196,664
Earnings per share (in euro) ( A x 1 000 / B )
2.54
2.30
Diluted earnings per share (in euro) ( A x 1 000 / C )
2.54
2.30
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 (B)
Number of dilutive instruments
(stock purchase options and free share plan1)
Adjusted weighted average number of ordinary shares for diluted
earnings per share (C)
(1) In 2013, the stock purchase options have not been used as the exercise price is higher than the average price of the treasury shares purchased and earmarked
for the stock purchase option plan.
3.1.11 EBITDA
Le Bélier has defined this indicator as follows:
EBITDA: current operating income plus net charges for depreciation, amortisation and impairment (excluding impairment of
current assets), less reversals of investment grants, less the net profit or loss on the sale of assets, excluding performance share
plans ad excluding employee profit sharing.
2013
2012
20,571
11,391
35
(122)
(13)
19,352
11,922
(244)
(80)
(51)
Elimination of costs of non-disbursed performance share plans in staff costs
812
1,602
Elimination of costs of disbursed performance share plans in staff costs
113
333
0
0
32,787
32,834
Current operating income
Net charge for depreciation and amortisation
Net charge for impairment
Reversals of investment grants
Gains on sales on non-current assets
Elimination of employee profit sharing
EBITDA before total cost of performance share plans
65
3.2 CONSOLIDATED STATEMENT OF FINANCIAL POSITION
3.2.1 Goodwill
31/12/2013
31/12/2012
550
0
550
778
(228)
550
LBH
BSM
BMP
LBK
66
453
0
31
66
453
0
31
TOTAL
550
550
Gross amount
Impairment (1)
Net amount
Analysis by company
(1) Impairment of goodwill relating to BMP
3.2.2 Intangible assets and property, plant and equipment (cost)
3.2.2.1 Cost at 31 December 2012 (including Goodwill)
Movements during the year
Goodwill
31/12/2011
TranslaAcquisitions
tion diffe/ Transfers
rences
778
31/12/2012
778
Development costs
Concessions and patents (1)
Other intangible assets
Advances and payments on account
1,696
4,660
0
0
11
68
6
207
(17)
Other intangible assets
6,356
79
213
(17)
6,631
Land
Buildings and fixtures and fittings (1)
Technical installations (1)
Other property, plant and equipment, assets
in progress and advances and payments on account
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)
(1) Including non-current assets financed under finance leases of €43,176,000 at the end of the reporting period.
66
Disposals
1,713
4,918
0
0
3.2.2.2 Cost at 31 December 2013 (including goodwill)
Movements during the year
Goodwill
31/12/2012
TranslaChanges in
Acquisitions
tion diffescope
/ Transfers
rences
778
Development costs(2)
Concessions and patents (1)
Other intangible assets
Advances and payments on account
1,713
4,918
0
0
Other intangible assets
6,631
Disposals
31/12/2013
(228)
550
0
(3)
(55)
394
715
(1,539)
565
5,578
0
0
(58)
1,109
(1,539)
6,143
Land
Buildings and fixtures and fittings (1)
Technical installations (1)
Other property, plant and equipment,
assets in progress and advances and
payments on account(1)
3,240
35,099
140,689
(98)
(619)
(2,643)
2,380
11,029
(23)
(2,311)
3,142
36,837
146,764
15,554
(335)
2,844
(121)
17,942
Property, plant and equipment
194,582
0
(3,695)
16,253
(2,455)
204,685
TOTAL NON-CURRENT ASSETS
201,991
(228)
(3,753)
17,362
(3,994)
211,378
(1)
1) Including non-current assets financed under finance leases of €44,531,000 at the end of the reporting period.
(2) At €374,000, research and development costs essentially relate to the NODE (*) project and concern the development of the production process. The items
capitalised largely concern payroll costs relating to this project. The amortisation period used is 5 years.
(*) NODE: The NODE project is attached to a major platform of a large European carmaker. It involves the production of chassis parts weighing in the region of
8kg that require a cored foundry process. Volumes are expected to reach 800,000 parts per annum. Mass production is scheduled to begin in 2015.
3.2.3. A MORTISATION, DEPRECIATION AND IMPAIRMENT OF INTANGIBLE ASSETS AND
PROPERTY, PLANT AND EQUIPMENT
Goodwill
228
31/12/12
Reversals
of impairment
provisions
Impairment
provisions
Reversals
(on disposals)
Amortisation and
depreciation
Translation
differences
Movements during the year
31/12/11
3.2.3.1 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)
1,305
4,251
0
0
0
5,556
(7)
0
18,917
110,656
0
16,893
98,868
518
3,515
1,529
9,542
(23)
(1,263)
9,161
415
280
(97)
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 (1)
Buildings and fixtures and fittings (1)
Technical installations (1)
Other property, plant and equipment, assets in
progress and advances and payments on account
1
9,759
(1) Including non-current assets financed under finance leases of €33,953,000 at the end of the reporting period.
67
Goodwill
228
Development costs
Concessions and patents(1)
Other intangible assets
1,305
4,251
0
Other intangible assets
5,556
31/12/13
Reversals of impairment provisions
Impairment
provisions
Reversals
(on disposals)
Amortisation and
depreciation
Translation
differences
Changes in scope
Movements during the year
31/12/12
3.2.3.2 Amortisation, depreciation and impairment at 31 December 2013
(228)
0
0
(3)
(45)
403
251
(1,539)
(48)
654 (1,539)
166
4,457
0
0
0
4,623
Land
Buildings and fixtures and fittings (1)
Technical installations (1)
Other property, plant and equipment, assets
in progress and advances and payments on
account(1)
0
18,917
110,656
(311)
(2,003)
1,573
8,702
(23)
(2,300)
9,759
(149)
462
(122)
9
(52)
9,907
Property, plant and equipment
139,332
0
(2,463) 10,737 (2,445)
9
(52)
145,118
TOTAL NON-CURRENT ASSETS
145,116
(228)
(2,511) 11,391 (3,984)
9
(52)
149,741
(1)
0
20,156
115,055
(1) Including non-current assets financed under finance leases of €34,191,000 at the end of the reporting period.
3.2.4 LEASES 3.2.4.1 Carrying amount of non-current assets under finance leases
At 31 December 2013:
Amortisation and
depreciation
Type of asset under finance lease
Cost
Carrying amount
Concessions, patents and licences
Land
Buildings
Equipment
Non-current assets in progress
2,004
757
12,712
28,956
102
1,521
0
6,603
26,024
43
483
757
6,109
2,932
59
TOTAL
44,531
34,191
10,340
Cost
Amortisation and
depreciation
Carrying amount
Concessions, patents and licences
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
At 31 December 2012:
Type of asset under finance lease
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.
68
3.2.4.2 Minimum future payments under finance leases
31/12/2013
Present value
31/12/2012
Interest
payable
Minimum future
payments
Present value
Interest
payable
Minimum future
payments
Due within 1 year
Due between 1 and 5 years
Due in more than 5 years
1,151
3,403
2,756
271
714
241
1,422
4,117
2,997
791
2,736
3,240
294
710
331
1,085
3,446
3,571
TOTAL
7,310
1,226
8,536
6,767
1,335
8,102
3.2.4.3 Lease payments recognised in the income statement
Operating lease payments recognised in the income statement amounted to €1,157,000 in 2013 compared with €1,014,000 in 2012.
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 2014-2018 medium-term plan, compiled at the end of 2013, 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 2012.
The test performed at the end of 2013 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
2013 gave the following results for the two sites with the lowest test margin:
(Values in millions
of euros)
Test margin
(value in use - carrying
amount)
Impact on the value in use
Impact on the value in use of a 1pp
of a 0.5pp decrease in the growth
increase in the discount rate
rate to infinity
Site 1
0,1
(0,5)
(1,2)
Site 2
0,3
(0,1)
(0,3)
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 impairment
Translation
31/12/2012 Changes in scope
differences
On Goodwill
On intangible assets and
property, plant
On financial assets
On inventories
On trade and other receivables
228
3,814
(228)
(1,410)(1)
5
1,959
597
(5)
(234)
(68)
(4)
TOTAL
6,603
(1,877)
(72)
Charges
for
impairment
Reversals
31/12/2013
(52)
0
2,361
661
91
(239)
(167)
0
2,313
283
761
(458)
4,957
9
(1)The change in scope on impairment of intangible assets and property, plant and equipment concerns all the Italian property that was included in “Investment
property” in the statement of financial position.
69
3.2.6 INVENTORIES
Gross amount
Impairment
NET AMOUNT
31/12/2013
31/12/2012
25,073
(2,313)
22,662
(1,959)
(22,760)
(20,703)
31/12/2013
31/12/2012
Analysis by type:
Raw materiels and supplies
Goods in progress
Intermediate and finished goods
6,138
6,488
10,134
5,831
5,428
9,444
TOTAL INVENTORIES
22,760
20,703
3.2.7 TRADE RECEIVABLES
31/12/2013
31/12/2012
Gross amount
Impairment
41,036
(283)
41,976
(363)
NET AMOUNT
40,753
41,613
Receivables assigned under factoring agreements in France are recognised in trade receivables, with an equivalent amount of
borrowings recorded in current bank facilities, being €4,015,000 at 31 December 2013 and €4,528,000 at 31 December 2012.
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 en 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
2013
40,753
36,869
3,232
546
232
155
(280)
2012
41,613
32,215
8,809
334
(4)
143
116
3.2.8 CURRENT OPERATING ASSETS
31/12/2013
31/12/2012
Advances to suppliers
Amounts due to government bodies, staff and others
Prepaid expenses
1,144
7,458
332
576
6,794
395
Other current assets
8,934
7,765
Current tax asset (current tax receivable)
1,308
790
10,242
8,555
TOTAL
The research tax credit receivable for 2013 of €262,000 and the CICE of €228,000 are included in “Current tax asset”.
70
3.2.9 CASH AND CASH EQUIVALENTS
31/12/2013
31/12/2012
Short-term investment securities
Cash
24,308
19,923
21,519
9,901
Short-term investment securities and cash
44,231
31,420
Current bank facilities and short-term
(8,952)
(6,215)
Net cash
35,279
25,205
The short-term investment securities are risk-free instruments with short maturities and are available.
3.2.10 FINANCIAL INSTRUMENTS (ASSETS)
Financial instruments (assets)
31/12/2013
31/12/2012
0
167
There were no remaining financial assets at 31 December 2013. At 31 December 2012, the amount of financial assets corresponded
to the fair value of the swap into euros of the last of the four Hungarian loans taken out in US dollars.
3.2.11 INVESTMENT PROPERTY
At 31 December 2012, this item comprised all the Italian property, whose carrying amount came to €443,000.
During the period, depreciation of €26,000 was recognised in “Other operating expenses”, reducing the carrying amount to €417,000.
Sale of the Italian subsidiary BMP Manfredonia on 7 May 2013 resulted in this asset being removed from the scope of the consolidated
financial statements at 31 December 2013.
3.2.12 SHAREHOLDERS’ EQUITY
3.2.12.1 Share capital
The share capital is comprised of 6,582,120 ordinary shares with a nominal value of €1.52 per share. There were no changes in the
share capital during the period.
The Group’s policy involves maintaining a solid capital base in order to preserve shareholder and investor confidence and to
support its growth. The Board of Directors aims to ensure an appropriate return on capital employed and level of dividends paid
to the shareholders.
71
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.225-177
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.
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.
Stock purchase granted to employees and/or managing corporate officers
Date of EGM
authorisation
Date of board
of directors
meeting
Total
number
of options
granted
of which to
corporate
officers
of which,
to top 10
employees
24/05/2011
28/06/2011
365,308
209,190
142,952
total number
option
expiry Subscription
of
exercise start option
price
date
beneficiaires
date
(in euros)
15
28/06/2013
28/06/2017
7,83
The Board of Directors meeting of 23 May 2013 noted that the performance conditions set by the stock purchase option plan
had been met in full. Consequently, these options may be exercised by the beneficiaries present, with effect from 28 June 2013,
under the conditions stipulated by the plan regulations.
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 option allocations 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
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.
72
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.
The Board of Directors meeting of 23 May 2013 noted that the
performance conditions set by the plan for the allocation of
free shares had been met in full. Consequently, the shares were
definitively acquired by the beneficiaries present on 28 June
2013. As such, the beneficiaries were definitively allocated
259,993 shares on this date.
The fair value of these performance share plans, being €789,000
in 2013 (€1,602,000 in 2012), is recognised in shareholders’
equity with a corresponding staff cost in the income statement.
The features of these two plans at 31 December 2013 were as follows:
Stock purchase option plan
Plan for the allocation of free shares
3,19
Black and Scholes
50%
24 month
42 month
2,10 %
7,81
Stock for the date plan (28/06/2011)
Fair value per unit on allocation in euros
Valuation model used
Volatility
Rights vesting period
Residual contractual term
Interest rate
24 month
-
Free allocation on 26 November 2013 by the SAS Galilée of shares in its company (creation of new shares) to employees of
its subsidiary Le Bélier.
The fair value is recognised in shareholders’ equity for €23,000, with a corresponding staff cost in the income statement.
3.2.12.3 Treasury shares
At 31 December 2013, the Group held 403,677 Le Bélier shares amounting to €3,075,000 (compared with 647,124 shares
amounting to €4,825,000 at 31 December 2012).
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 in 2012.
At the General Meeting of 23 May 2013, it was agreed to distribute a dividend out of 2012 earnings for an amount of €949,000,
which was paid on 12 June 2013.
The Board of Directors meeting of 25 March 2014 proposed the distribution of a dividend out of 2013 earnings, which will be put
to the vote at the General Meeting of 22 May 2014.
3.2.13 LONG-TERM BORROWINGS
3.2.13.1 Changes in borrowings during the year
31/12/2012
Long-term borrowings
- e quipement finance leases
- property finance leases
- Bank loans(1)
45,480
(621)
1
(167)
1,035
5,732
-
- employee profit sharing and other
- repayable advance
45,480
11,242
(12,264)
43,671
2,042
(530)
2,547
(348)
4,763
(11,386)
36,361
(621)
38,713
Other borrowings
Total medium-and long-term
borrowings
TranslaChanges in
Change in
Detion difIncreases
31/12/2013
scope
fair value
creases
ferences
-
1
(167)
9,200
-
-
-
-
-
(621)
1
(167)
11,242
(12 ,264)
43,671
(1) Impact of hedging instruments on the amount of borrowings.
73
31/12/2012
31/12/2013
Borrowings at amortised cost not covered by hedging instruments
Borrowings at amortised cost covered by cross currency swaps
Impact of fair value hedges
37,684
862
167
36,363
0
0
Total fair value of borrowings after hedges
38,713
36,363
Due within
1 to 5 years
Due in more
than 5 years
3.2.13.2 Maturity analysis of borrowings
31/12/2013
Long-term borrowings
- e quipment finance leases
-p
roperty finance leases
- bank loans
Other borrowings
Due within 1 year
43,671
13,553
27,062
3,056
2,547
786
1,761
4,763
365
1,642
2,756
36,361
12,402
23,659
300
0
0
0
0
43,671
13,553
27,062
3,056
- employee profit sharing and other
- repayable advance
TOTAL LONG-TERM BORROWINGS
During the year, the Group finalised the negotiation of €9,200,000 of new loans recognised in bank loans, including €8,200,000 in
Hungary and €1,000,000 in France, and new finance leases were put in place for an amount of €2,042,000 (€1,422,000 in Mexico
and €600,000 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 2013.
In compliance with IAS 1, Presentation of Financial Statements, any borrowings due in more than one year that do not meet these
ratios would be reclassified in “Current portion of long-term borrowings”.
At 31 December 2013, all covenants were met.
3.2.13.3 Analysis of long-term borrowings by repayment currency, after impact of hedging
Euros
US Dollars
TOTAL
31/12/2013
31/12/2012
43,671
45,480
0
851
43,671
45,480
3.2.13.4 Analysis of long-term bank borrowings by interest rate type, after impact of hedging
31/12/2013
31/12/2012
Fixed rates
Variable rates
31,112
5,249
29,692
9,021
S/TOTAL
36,361
38,713
0
(167 )
36,361
38,546
Impact of fair value hedges
TOTAL
74
3.2.13.5 Net borrowings
31/12/2013
31/12/2012
Long-term borrowings
Impact of fair value hedges
43,671
0
45,480
(167)
S/Total
Current bank facilities and short-term financing
43,671
8,952
45,313
6,215
Total gross borrowings
52,623
51,528
(44,231)
(31,420)
8,392
20,108
31/12/2013
Net
31/12/2012
Net
(986)
(50)
649
(754)
183
482
706
(218)
(1,141)
(88)
650
(567)
(279)
505
774
(585)
12
(731)
1,423
1,375
(1,411)
(2,106)
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 depreciation 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
During the year, the Group recorded income of €735,000 in
profit or loss; nothing was recognised in shareholders’ equity.
The Group recognises a deferred tax liability relating to the
IETU tax in Mexico that amounted to €367,000 at 31 December
2013 and €585,000 at 31 December 2012.
In Serbia, given the earnings trend and the favourable outlook,
a deferred tax asset has been recognised since 2011; it amounted
to €830,000 at 31 December 2013, of which €706,000 related to
investment tax credits, compared with €774,000 and €546,000
respectively at 31 December 2012..
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 and Mexican entities (when they are
chargeable among themselves), as it considered their utilisation
in the short term unlikely.
> In France, tax losses that did not give rise to a deferred tax asset
amounted to €32,328,000 at 31 December 2013. Deferred tax
losses may be carried forward indefinitely.
> In Mexico, tax losses that did not give rise to a deferred
tax asset amounted to €13,404,000 at 31 December 2013.
Deferred tax losses can be carried forward for a maximum
of 10 years.
MATURITY ANALYSIS OF DEFERRED TAX ASSETS NOT
RECOGNISED:
2017 :
411
2018 :
2,395
2019 :
841
2023 : 374
Indefinite :
10,776
75
3.2.15 PROVISIONS
3.2.15.1 Changes during the year
31/12/2012
Translation
differences
Customer/supplier disputes
253
(8)
Staff disputes
194
Provisions for contingencies
and expenses
Employee benefits
(1)
2,552
Manpower plan and
restructuring
102
Tax provisions
101
(2)
3,202
(23)
TOTAL
Other
changes(2)
Reversals
Reversals
Additions (provision (provision 31/12/2013
utilised) not utilised)
(69)
(13)
(154)
451
(75)
(441)
129
192
(107)
(63)
2,407
(102)
0
(21)
84
2,796
6
(154)
176
649
(251)
(627)
of which,
current operating income
299
(201)
(63)
of which, other operating income
and expenses (restructuring)
350
(50)
(564)
(1) The opening balance of the provision for employee benefits includes €156,000 relating to the application of IAS19 Amended.
(2) Other changes relate to employee benefits and consist of €87,000 of financial expenses recognised in the income statement and negative €241,000 of actuarial
gains and losses recognised directly in shareholders’ equity.
There were no other disputes in existence at 31 December 2013 that might materially affect the financial statements for the year
ended 31 December 2013.
3.2.15.2 Maturity analysis of provisions
Provisions for contingencies and expenses
31/12/2013
Current portion
Non-current portion
Due within 1 year
Due within 1 year
Customer/supplier disputes
176
176
Staff disputes
129
129
Employee benefits
Manpower plan and restructuring
Tax provisions
TOTAL
2,407
2,407
84
84
2,796
389
3.2.16 EMPLOYEE BENEFITS
Employee benefits essentially consist of lump-sum retirement payments as well as termination benefits.
The breakdown of the provision at 31 December 2013 was as follows:
> ump-sum retirement payments € 1,806,000
> Termination benefits € 601,000
> Other long-term benefits
€0
The assumptions used when calculating pension commitments are explained below.
76
2,407
3.2.16.1 Measurement
Commitment is calculated using the projected unit credit method as recommended by IAS 19 Amended.
3.2.16.2 Measurement assumptions for the two main countries (France and Hungary)
Actuarial assumptions > Date of the actuarial measurement of commitments:
31/12/2013
> Data extraction date31/10/2013
> Life expectancy tableINSEE 06/08
> Discount rate 3,30% for France (3,20% en 2012)
5,60% for Hungary (6,70% en 2012)
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
Country
France
Hungary
Pension rights
Retirement age
Nature of
retirement
Executives
Metallurgy engineers and
executives
(*)
Voluntary
FAB: 50%
LB: 45%
FAB: 1.5%
LB: 1%
Nonexecutives
Metallurgy Gironde Landes
(*)
Voluntary
FAB: 43%
LB: 40%
FAB: 1.5%
LB: 1%
Women
Le Bélier Hungary table
65 years
Voluntary
27%
3%
Men
Le Bélier Hungary table
65 years
Voluntary
27%
3%
Category
Employer’s
Wage increase
contributions
(*) Retirement age for France :
> Executives
> Non-executives
Born in 1951 or earlier: 63 years
Born in 1952 or later: 64 years
Born in 1951 or earlier: 60 years
Born between 1952 and 1954: 61 years
Born in 1955 or later: 62 years
The rights are those prevailing in 2013.
The Group has no commitments in respect of its staff in China.
The plans covered by this measurement are not funded.
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: 7.85%
> wage increase: between 4% and 5.8%
(7.25% in 2012)
(same as in 2012)
77
3.2.16.4 Change in the Group’s commitments Change in the commitment (defined benefit obligation)
2013
2012
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
2,552
192
87
(241)
(107)
0
(63)
(13)
2,407
2,242
161
96
261
(140)
0
(88)
21
2,552
192
87
0
(63)
216
161
96
11
(88)
180
2,552
0
216
(241)
0
(107)
(13)
2,407
2,073
156
180
261
0
(140)
22
2,552
Analysis of the charge for the years
Cost of services rendered
Interest expense
Amortisation of past services
Losse/(gains) on plan reductions
Expense/(Income) for the year
Change in provision
Opening provision
Impact of IAS 19 Amended recorded in equity
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 2013 profit or loss is recognised:
> In “net charges to provisions”: > In “other financial income and expense”: (€22,000)
(€87,000)
The total amount of actuarial gains and losses recognised directly in equity amounts to:
> (€241,000) at 31 December 2013
> €261,000 at 31 December 2012
3.2.17. OTHER NON-CURRENT LIABILITIES: INVESTMENT GRANTS
78
31/12/2012
Transaction
differences
Increases
Reversals
31/12/2013
Hungary
115
(1)
563
(122)
555
Total investment grants
115
(1)
563
(122)
555
3.2.18 OTHER CURRENT LIABILITIES
Operating liabilities and liabilities on non-current assets
31/12/2013
31/12/2012
Customer advances
1,143
804
Tax and social security liabilities
8,948
8,396
Liabilities on non-current assets
363
297
1,018
804
Other liabilities
Deferred income
Other current liabilities
2,362
3,197
13,834
13,498
Deferred income corresponds mainly to provisions for the replacement of certain toolmaking moulds.
3.2.19 FINANCIAL LIABILITIES – CURRENT PORTION
Keuros
Bank overdrafts
Current portion of long-term borrowings
Financial instruments - liabilities
TOTAL
31/12/2013
31/12/2012
8,952
6,215
13,553
12,017
-
-
22,505
18,232
Also see Note 3.2.14.
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.
79
Income statement
Europe
Outside
Inter-segment
eliminations
Total
Revenue
172,634
71,423
(7,799)
236,258
Charges
(157,526)
(65,938)
7,777
(215,687)
15,108
5,485
(22)
20,571
31/12/2013
Current operating income
Other operating income and expenses
Operating profit
451
15,559
451
5,485
(22)
21,022
Net financial income (expense)
(1,565)
Corporation tax
(3,769)
Net income
15,688
Other information
Investments
10,403
6,959
17,362
Net charge for depreciation and
amortisation
(8,844)
(2,547)
(11,391)
Net charge to impairment provisions for
non-current assets
43
43
Europe
Outside
Inter-segment
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
6,065
(1)
18,982
31/12/2012
Current operating income
Other operating income and expenses
Operating profit
(370)
12,918
(370)
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 impairment provisions for
non-current assets
80
Statement of financial position
31/12/2013
Inter-segment
eliminations
Europe
Outside Europe
Total
Net non-current assets
43,855
17,355
(123)
61,087
Inventories and receivables
65,193
19,508
(13,730)
70,971
Segment assets:
Other assets (unallocated)
49,246
TOTAL ASSETS
181,304
Segment liabilities and shareholders
equity
Trade payables
23,485
13,191
(6,160)
30,516
Deferred tax liabilities (unallocated)
1,411
Other liabilities (unallocated)
17,185
Borrowings (unallocated)
52,623
Shareholders equity (unallocated)
79,569
TOTAL LIABILITIES AND
SHAREHOLDERS EQUITY
181,304
31/12/2012
Inter-segment
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)
25,451
Deferred tax liabilities (unallocated)
2,106
Other liabilities (unallocated)
16,981
Borrowings (unallocated)
51,528
Shareholders equity (unallocated)
65,278
TOTAL LIABILITIES AND
SHAREHOLDERS EQUITY
161,344
4.1.2 Revenue by main customers
Revenue can be analysed as follows:
In million of euros
31/12/2013
In million of euros
31/12/2012
TRW
64,1
27%
Continental Teves
64,6
29%
Continental Teves
63,6
27%
TRW
56,8
25%
Borg Warner
16,8
7%
Bosch
18,5
8%
Other customers
91,7
39%
Other customers
85,4
38%
236,3
100%
225,3
100%
Total revenue for 2013
Total revenue for 2012
81
4.1.3 Key figures relating to French and foreign operations
> Revenue:
Revenue generated from French groups totalled €18,640,000 in 2013 compared with €13,460,000 in 2012.
Revenue generated from foreign groups totalled €217,618,000 in 2013 compared with €211,853,000 in 2012.
>N
on-current assets (goodwill, intangible assets, property, plant and equipment, non-current financial assets and deferred tax
assets):
Non-current assets located in France totalled €12,844,000 in 2013 compared with €12,057,000 in 2012.
Non-current assets located outside France totalled €50,474,000 in 2013 compared with €46,829,000 in 2012.
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
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 2012.
At 31 December 2013, as these contracts had expired, the
notional amount was 0.
At 31 December 2012, the Group had entered into several cross
currency swaps, representing a notional amount of €1,007,000,
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 were
used to hedge the Group’s risk exposure on three US dollardenominated borrowings.
As a result of these fair value hedges, during the year the Group
recognised:
> a gain of €167,000 on the hedged item;
> a loss of the same amount on the hedging instrument.
At 31 December 2012, these contracts had a positive fair value
of €167,000 (fair value determined based on information from
valuation specialists).
At 31 December 2013, these contracts had a fair value of €0.
4.3 EXCHANGE RATES USED FOR TRANSLATION OF FOREIGN CURRENCY ITEMS
Changes in the exchange rates used to translate data relating to the foreign subsidiaries were as follow:
For 1 EURO
Income statement averge rate
Change
Statement of
financial position accounts
Income statement accounts
31/12/2013
31/12/2012
31/12/2013
31/12/2012
Hungary (HUF)
296.9100
291.2900
296.9702
289.3404
1.9%
2.6%
Mexico (MXN)
18.0731
17.1845
16.9567
16.9166
5.2%
0.2%
China (CNY)
8.3491
8.2207
8.1651
8.1092
1.6%
0.7%
Serbia (RSD)
114.6421
113.7183
113.0652
112.6942
0.8%
0.3%
1.3791
1.3194
1.3280
1.2854
4.5%
3.3%
USD
82
Statement: of financial position
closing rate
4.4 OFF-BALANCE SHEET COMMITMENTS
31/12/2013
Off-balance sheet commitments relating to the Group consolidation scope
Off-balance sheet commitments relating to Group financing
> Debts accompanied by guarantees:
Business goodwill pledges
Equipment pledges
Securities pledges
Commitment to pledge securities
Mortgages on buildings
31/12/2012
-
-
1,500
24,362
762
1,500
22,157
762
530
1,622
815
1,090
2,262
2,262
8,377
10,375
530
1,001
5,963
3,748
502
42
962
639
13
-
7,937
437
12,135
8,536
10,281
8,102
> Other commitments given:
Guarantees and pledges to banks
> Commitments received :
Oseo guarantee
Bank guarantees
Unutilised medium-term loan
Unutilised short-term loan
Third-party guarantees
Off-balance sheet commitments relating to the Group’s operating activities
> Commitments given:
Supplier guarantees and pledges
> Commitments received :
Third-party guarantees
> Contractual obligations :
Operating leases - equipment
Operating leases - property
Firm orders for non-current assets
Firm orders for raw materials (net of customer commitments)
Finance leases : minimum expected future lease payments
4.5 RELATED PARTIES
4.5.1 Relations with Le Bélier Participations, Fonds de Consolidation et de Développement des Entreprises,
Galilée and Copernic
Following the company’s capital reorganisation in July 2010,
Fonds de Consolidation et de Développement des Entreprises
(FCDE) had acquired a non-controlling interest alongside
Le Bélier Participations in a joint company named Copernic
owning 57.68% of the Group’s share capital.
On 9 October 2013, Galilée, 99,99%-owned by Le Bélier
Participations, purchased FCDE’s stake in the share capital of
Copernic.
This operation had no impact on control of the Le Bélier Group,
which is still exercised by the Galland family group. The AMF
was informed accordingly.
As a result of this operation, the Galland family group did
not breach any shareholding thresholds and stated that, on
9 October 2013, it held directly and indirectly via the simplified
limited liability companies Le Bélier Participations et Copernic
that it controls, 3,809,527 Le Bélier shares representing the same
number of voting rights, i.e. 57.88% of the Company’s share
capital and voting rights (based on share capital consisting of
6,582,120 shares representing the same number of voting rights
pursuant to the second paragraph of Article 223-11 of the
AMF’s General Regulations).
The abovementioned operations gave rise to an AMF notice no.
214C0375 dated 11 March 2014.
Transactions with LBP and its subsidiaries are recognised:
> in the income statement for the year as follows: €31,000 in
expenses in respect of administrative services and €142,000
in income in respect of sales of cast parts.
> in the statement of financial position as follows: €315,000 in
trade receivables and €7,000 in trade payables.
There were no significant transactions recognised with FCDE,
Galilée or Copernic that impacted the profit for the year.
There were no payables or receivables between the Group and
Galilée or Copernic.
83
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 2013 was as follows:
> Short-term benefits: 1,094 K€ (1)
> Post-employment benefits:0
> Other long-term benefits:
0
> Termination benefits:0
> Share-based payments:0
(1) of which, €138,000 of attendance fees paid in 2013 in respect of 2012.
Also:
>
provisions for employee benefits included lump-sum
retirement payments of €37,000 and termination benefits of
€358,000 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)
%
ACEFI CL
Amount
Other
%
Amount
%
2013
2012
2013
2012
2013
2012
2013
2012
2013
2012
2013
2012
157,144
165,303
91,8%
97,6%
107,200
109,700
100%
100%
57,068
43,658
67,4%
55,6%
- issuer
71,500
71,500
41,8%
42,2%
64,700
64,700
60,4%
59,0%
0
0
0,0%
0,0%
- fully-consolidated subsidiaries
85,644
93,803
50%
55,4%
42,500
45,000
39,6%
41,0%
57,068
43,658
67,4%
55,6%
13,976
4,000
8,2%
2,4%
0
0
0,0%
0,0%
0
0
0,0%
0,0%
13,976
4,000
8,2%
2,4%
0
0
0,0%
0,0%
0
0
0,0%
0,0%
0
0
0,0%
0,0%
0
0
0,0%
0,0%
0
0
0,0%
0,0%
Sous total 171,120
169,303
100,0%
100,0%
107,200
109,700
100,0%
100,0%
57,068
43,658
67,4%
55,6%
0
0
0,0%
0,0%
0
0
0,0%
0,0%
27,659
34,818
32,6%
44,4%
0
0
0,0%
0,0%
0
0
0,0%
0,0%
0,0%
0,0%
AUDIT
Stautory audit and certification of
parent company and consolidated
financial statements
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%
27,659
34,818
32,6%
44,4%
171,120
169,303
100,0%
100,0%
107,200
109,700
100,0%
100,0%
84,726
78,476
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.
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.
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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 KE
Before hedging
After hedging
At 31/12/2013
5,249
5,249
At 31/12/2012
7,994
8,854
At 31 December 2012, certain fixed-rate borrowings in US dollars had been swapped into variable-rate borrowings in euros. Given that
key policy rates had plummeted since these loans were taken out, the variable portion after hedging was greater than that before hedging.
At 31 December 2013, the Group no longer had any interest rate hedges.
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:
> +/- €52,000 > +/- €89,000
at 31 December 2013
at 31 December 2012
Interest rate types for variable-rate borrowings:
Variable-rate borrowings
31/12/2013
31/12/2012
6-month Euribor
425
8%
2,135
41%
3-month Euribor
4,824
92%
6,719
128%
3-month US dollar Libor
TOTAL
0
0%
0
5%
5,249
100%
8,854
169%
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:
> f or 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:
2013
In K EUR
CONSOLIDATED RISK
USD
HUF
MXN
RSD
CNY
Currency
Operations
Revenue
Payroll, premises, taxes, etc.
Sensitivity +1% (Euro up)
Financing
Borrowings
Sensitivity + 1% (Euo up)
42,992
(24,509)
(26,696)
(8,336)
(7,902)
31,726
(27,713)
18,843
(185)
(26,696)
267
(8,336)
83
(7,902)
79
4,013
(40)
0
0,0
(3,518)
35
(184,8)
267,0
83,4
79,0
(5,0)
Note: the sensitivity analysis is calculated based on the assumption of a 1% shift in the same direction for each currency.
At 31 December 2013, there were no currency hedging instruments in force pertaining to purchases or sales.
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4.7.2 Liquidity risk
Outside France, loans and borrowings entered into in Hungary (€19.5 million at 31 December 2013) include financial covenant
clauses that must be met and which are calculated on the basis of the full-year consolidated financial statements:
> free cash flow + gross cash + financial instruments - investments > 0
> long- and medium-term debt/EBITDA < 2.5
> net debt/equity < 2.5
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.
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Le Bélier - AR 2014 July