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2015 ANNUAL REPORT
2015 in a nutshell 2
Management report for the year ended 31 December 2015 on the consolidated financial statements and parent company financial statements 13
Le Bélier: 2015 report on Corporate Social Responsibility (CSR) 331. Reporting scope 342. Environmental information 343. Staff-related information 374. Social information 42
Consolidated financial statements and notes for the year ended 31 December 2015 453.1. Financial statements 463.2. Notes to the consolidated financial statements for the year ended 31 December 2015 50
CONTENTS
1
2
3
2015 ANNUAL REPORT
12015 ANNUAL REPORT
2015 IN A NUTSHELLCHAIRMAN’S MESSAGE
Chairman’s message
After a historic year in 2014, Le Bélier continued its strong growth, both in terms of
activity and economic performances. A sustained level of commercial activity guarantees
us promising development prospects.
In 2015, our revenue totalled €318.5 million, up 23% compared with 2014 (+18% when
adjusted for LME prices(1)). These figures mark the full consolidation of the du HDPCI
group, acquired in July 2014, and its successful integration within Le Bélier.
Our operating profit grew by nearly 40% to €33.5 million, giving a sales margin of 10.5%.
A robust financial structure enables us to remain alert for new external growth opportunities.
Buoyed by these performances, at the next General Meeting of shareholders, scheduled
for 19 May 2016 in Libourne, the Board of Directors will propose to raise the dividend
to €0.80 per share.
We therefore approach 2016 with confidence.
As such, I would like to share the success of our enterprise with all our staff, shareholders
and partners.
Philippe Galland,Chairman of the Board of Directors
(1) LME : London Metal Exchange.
In 2015, Le Bélier continues its strong growth
PHILIPPE GALLAND
2 2015 ANNUAL REPORT
2015 IN A NUTSHELLCHIEF EXECUTIVE OFFICER’S MESSAGE
Chief Executive Officer’s message
The objectives that we had set were largely achieved:
❯ Our revenue topped €300 million,
❯ Tonnage sold came close to 65,000 tonnes,
❯ Our industrial performance improved further, this despite the costs related to the
technological transformation initiated by the Group,
❯ 43 new programmes were launched,
❯ The implementation of technological synergies with HDPCI has been a success.
As for the level of commercial activity, it enabled us to win almost €400 million of
new orders during the year, including a major programme for a Japanese component
manufacturer.
Le Bélier continues to grow and is strengthening its presence in all the continents
in which it operates, winning new market shares, especially in Asia thanks to the
broadening of our positions.
Our efforts remain concentrated on the development of new products – which represent
74% of our investments – and the technological innovations that we make in our
processes.
In 2016, we are initiating a €30 million investment programme, 28 new programme
launches are scheduled and we anticipate an increase in tonnage sold. In the short
term, we will closely monitor the high costs linked to our technological transformation,
even though this is expected to be profitable over the medium term.
Le Bélier offers good visibility for the coming years, with an economic model that affirms
its performance.
Philippe Dizier,Chief Executive Officer
Objectives widely achieved!
PHILIPPE DIZIER
32015 ANNUAL REPORT
2015 IN A NUTSHELL
€318.5 million revenue
3,600 employees
at 31 December 2015
World leader in automotive
braking systems
A GLOBAL PLAYER INTHE AUTOMOTIVE INDUSTRY
10worldwide
production sites
1961 19941981 1999 20042003 2006
Foundry set up in Vérac in south-west France
to manufacture parts for the railway and electrical industries
Aluminium safety parts developed for cars
Company embarks on its international expansion with the acquisition of a majority stake in a foundry
in Hungary
Initial public offering of Le Bélier on the Second Market
of the Paris Bourse
Changes made to the company’s administration with the adoption of
the conventional system of corporate governance for French limited
liability companies
€10.6 million capital increase via a public issue
3-year plan implemented by
the new management team
GROUP PROFILE / MILESTONES
Group profile
Milestones
4 2015 ANNUAL REPORT
2015 IN A NUTSHELLKEY FIGURES
2009 201320112008 2010 2012 2014
2015
Tonnage sold topped 64,000 tonnes and revenue
passed the €300 million mark
Le Bélier completes its industrial restructuring
in accordance with the 2006-2008 roadmap
Major global economic crisisSlump in worldwide automotive market
Group response involves a highly flexible organisation
€12 million capital increase
Le Bélier outperforms its market
Record tonnage of 45,000 tonnes
50,000 tonnes sold during the year, exceeding the target of 47,000 tonnes
that had been set
Integration of HDPCI group and implementation of
technical synergies
Key figuresREVENUE IN €M
2014
236.3258.8
318.5
2013
225.3
2012
225.0
2011 2015
REVENUE BY PRODUCT FAMILY IN 2015
5%OTHER
63%BRAKINGSYSTEMS
21%TURBO
SYSTEMS
11%CHASSIS
STRUCTURE
GROUP SHARE OF NET INCOME IN €M
15.716.8
23.5
13.612.7
2014201320122011 2015
REVENUE BY PRODUCTION REGION IN 2015
25%CHINA
59%EUROPE (of which France 8%)
16%MEXICO
52015 ANNUAL REPORT
2015 IN A NUTSHELLACTIVITY
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.
Foundry
This transformation process involves casting a liquid metal or alloy
in a mould in order to reproduce a specific part, after cooling.
This activity covers a number of technologies, including:
❯ gravity die-casting, which is Le Bélier’s core business and is a
technique for achieving superior mechanical characteristics;
❯ low pressure casting for lighter weight parts with superior
mechanical characteristics;
❯ sand-casting for small runs for the aerospace segment and
automotive prototypes.
Machining
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.
Tool-making
The mechanical and tool-making design department define upfront
the tools needed for the mass production of parts.
6 2015 ANNUAL REPORT
2015 IN A NUTSHELLACTIVITY
REVENUE BY ACTIVITY IN 2015
1.5%OTHER*
3.4%TOOL MAKING
10.1%MACHINING
85.0%FOUNDRY
* Billing of services.
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.
Aluminium
R&DLe 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.
Quality processThe Group and all its production sites have ISO/
TS16949 certification, which is the international Quality
System standard required by all carmakers.
Environmental approachLe Bélier is applying a system of environmental
management.
Five sites are already ISO 14001 certified, while the
certification process has begun for the remaining sites.
❯ the structure of its order book for large automotive production runs: 3 to 7 years 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.
Le Bélier's business characteristics
72015 ANNUAL REPORT
2015 IN A NUTSHELLHIGHLIGHTS OF THE YEAR
Highlights of the year
2015, strong growth in performanceConsolidated revenue came to €318.5 million, up 23.1% compared with 2014 (+17.9% when adjusted for LME prices).
Based on a comparable structure (excluding HDPCI, consolidated for only 5 months in 2014), revenue growth came to +13.6% (+8.4% when adjusted for LME prices) for tonnage sold of 64,000 tonnes (+13.3% vs. 2014).
Asia posted strong growth (+27.8%), while North America and Europe grew by +6.5% and +9.6% respectively.
Commercial activity remained buoyant, with the acquisition of €395 million of new orders (cumulative revenue over the life of the programmes), including a major programme worth €70 million for a Japanese component manufacturer.
Results: all ratios improveThe buoyant level of activity and enhanced industrial performance both contributed to the improvement in all the economic and financial ratios. Le Bélier posted operating profitability of over 10%, i.e. the margin was up more than 1pp compared with 2014, this despite the costs relating to the technological transformation initiated by the Group and expenses linked to the launch of 43 new programmes.
❯ EBITDA represented 15.7% of revenue (margin up +0.8pp compared with 2014);
❯ Current operating profit increased by 36% to €34.1 million, giving a margin of 10.7%;
❯ The operating profit grew by 39% to €33.5 million;
❯ Overall, net income was up 40% at €23.5 million;
❯ Free cash flow came to +€25.4 million in 2015.
Financial position remains very strong ❯ Net borrowings financier decreased from €39.2 million
at 31 December 2014 to €21.9 million at 31 December
2015, while shareholders’ equity increased from
€91.7 million to €110.6 million. Gearing thus stood at 20%.
New business won in 2015Commercial activity remained buoyant in 2015, with
€395 million of new orders won (total revenue over the
life of the programmes), including a major programme
worth €70 million for a Japanese component
manufacturer.
Evolution 2016Le Bélier benefits from favourable growth prospects
given its numerous commercial successes. As such,
growth in its tonnages is expected to continue to
outstrip that of the global market.
In 2016, we are initiating a €30 million investment
programme, 28 new programmes are scheduled to be
launched and we expect tonnages sold to increase. In
the short term, we will continue to closely monitor the
high costs linked to our technological transformation,
even though this is profitable in the medium term.
8 2015 ANNUAL REPORT
2015 IN A NUTSHELL
BRAKING SYSTEMS ENGINE BOOSTING SYSTEMS
CHASSIS/STRUCTURE
OUTLOOK / PRODUCTS
Products
OutlookStrategyLe Bélier’s strategic plan is highly appreciated by its main customers. It involves:
❯ helping our customers to improve their competiveness (costs, weight, CO2);
❯ enhancing the added value offered by our products;
❯ maintaining a global presence in the three biggest car-making continents – America, Europe and Asia;
❯ focusing on innovation by being proactive with our customers, so as to preserve our market leadership.
Thanks to this strategy and its economic model, which has proved its effectiveness since several years, Le Bélier has everything
it needs to ensure its profitable development in the coming years.
In addition to pursuing further market share gains in its reference market, i.e. the automotive sector, Le Bélier aims to expand
in the Aerospace sector.
Tomorrow’s economic challengesProduce lighter components worldwide at a lower cost, for automotive and aerospace markets.
Le Bélier focuses on three, highly technical product families:
❯ braking systems
❯ engine boosting systems and
❯ chassis/structure.
Le Bélier is the undisputed world leader in the production of
aluminium foundry parts for braking systems (master cylinders
and callipers) with a market share estimated at more than 40%
worldwide. In this area, the Group is the only player with a presence
in the three main car-making continents, making it a preferred
provider in response to its customers’ globalisation aims.
The Group has also had a strong presence in engine boosting
systems since 1999 and is successfully pursuing its development
in chassis/structure parts.
92015 ANNUAL REPORT
2015 IN A NUTSHELLCUSTOMERS
CONTINENTAL TEVES
DELPHI
BOSCH
HONEYWELL GARRETT
MOBIS
BENTELER
TRW
KONGSBERGBORG
WARNER
ZF
MHI
VALEO
JTEKT
ELOY SA
YAMASHITA
VOLKSWAGEN
PSA
BMW
JAGUAR
DAIMLER
The Group’s main customers
COMPONENT SUPPLIERS
OEM
FTE
ADVICS
AKEBONO
MANDO
CBI
BOSCH MAHLECOOPER
STANDARD
RENAULT NISSAN
CustomersLe 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 (90% 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.
10 2015 ANNUAL REPORT
2015 IN A NUTSHELLLE BÉLIER’S WORKFORCE
FRANCE
243
Foundry and Holding
SERBIA
602
HUNGARY
1,527
1,035 492
MEXICO
450
366 84
CHINA
784
Foundry Machining
Le Bélier’s workforce
A global presence
Le Bélier’s sustainability is founded on improving our profitab ility and satisfying our external customers and our employees.
Our ambitionOur 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.
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 10 production sites: France, Hungary (2 foundries and 1
machining plant) and Serbia in Europe; Mexico (1 foundry and
1 machining plant) in the Americas; China (3 foundries) in Asia.
Each site meets the quality standards demanded by the global
industry.
Total workforce at 31 December 2015: 3,606WORKFORCE BY COUNTRY AT 31 DECEMBER 2015 (INCLUDING TEMPORARY WORKERS)
112015 ANNUAL REPORT
2015 IN A NUTSHELLSTOCK MARKET
Stock market
❯ 28 January 20162015 consolidated revenue
❯ 24 March 20162015 consolidated results
❯ 28 April 20162016 1st quarter revenue
❯ 19 May 2016General Meeting of shareholders
❯ 28 July 20162016 1st half revenue
❯ 22 September 20162016 1st half results
❯ 27 October 20162016 3rd quarter revenue
❯ 26 January 20172016 consolidated revenue
Financial calendar 2016-2017
LE BÉLIER SHARE PRICE AND TRADING VOLUMES OVER 4 YEARS: JANUARY 2012- APRIL 2016
0
5
10
15
20
25
30
35
40
45
02/01/2012 02/01/2013 02/01/2014 02/01/2015 02/04/2016
Source : Nyse-Euronext
SHAREHOLDER’S STRUCTURE AT 31 DECEMBER 2015
0.5%FCPE
9.4%LE BÉLIER(Treasury shares)
0.2%GALLAND FAMILY
57.7%COPERNIC
(controlled byGALLAND Family)
32.2%PUBLIC
Share information
Listing market: Euronext Paris
Segment: since 1999 Compartment C and from January 2016, Compartment B
ISIN code: FR0000072399 – BELI
Reuters code: BELI.PA
Bloomberg code: BELI.FP
Index: CAC AllShares
Market maker: Gilbert Dupont
Financial communication advisor: Asset Com
12 2015 ANNUAL REPORT
Management report for
the year ended 31 December
2015 on the consolidated financial statements and parent company financial statements
MANAGEMENT REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015 141. Consolidation scope 14
2. Consolidated companies 15
3. Group research and development 17
4. Social, environmental and corporate information 17
5. Events after the reporting period 17
6. Foreseeable changes and outlook 18
7. Main risks and uncertainties 18
8. Use of financial instruments 18
MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015 19In respect of the ordinary general meeting 19
In respect of the Extraordinary General Meeting 31
1
132015 ANNUAL REPORT
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2015
1MANAGEMENT REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015
LE BÉLIER
Limited liability company (French Société Anonyme) with a Board of Directors
With share capital of €10,004,822.40
Registered office: 33240 Vérac, France
Libourne Trade and Companies registry no. 393 629 779
MANAGEMENT REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015
1. CONSOLIDATION SCOPE
1.1. Change in consolidation scopeNo changes.
1.2. List of consolidated companies
COMPANY (Business) Abbreviation Registered office
French company registration number
(SIRET) Control (%)Ownership
(%)
LE BÉLIER S.A.(Holding company)
FB VERAC (33), FRANCE 39362977900017 100.00% 100.00%
FONDERIES ET ATELIERS DU BÉLIER (Foundry for light alloys)
FAB VERAC (33), FRANCE 59615014400019 100.00% 100.00%
LE BÉLIER DALIAN(Foundry for light alloys)
LBD DALIAN, CHINA Foreign subsidiary 100.00% 100.00%
LE BÉLIER HONGRIE SA(Foundry for light alloys)
LBH AJKA, HUNGARY Foreign subsidiary 100.00% 100.00%
BSM HUNGARY MACHINING Ltd(Machining)
BSM SZOLNOK, HUNGARY Foreign subsidiary 100.00% 100.00%
LBQ FOUNDRY Sa de CV(Foundry for light alloys)
LBQ QUERETARO, MEXICO Foreign subsidiary 100.00% 100.00%
BQ MACHINING Sa de CV(Machining)
BQM QUERETARO, MEXICO Foreign subsidiary 100.00% 100.00%
LE BÉLIER KIKINDA(Foundry for light alloys)
LBK KIKINDA, SERBIA Foreign subsidiary 100.00% 100.00%
LBO(Equipment leasing)
LBO VERAC (33), FRANCE 40307761300012 100.00% 100.00%
HDPCI(Holding company)
HDPCI HONG KONG Foreign subsidiary 100.00% 100.00%
LE BÉLIER LUSHUN(Foundry for light alloys)
LBL LUSHUN, CHINA Foreign subsidiary 100.00% 100.00%
LE BÉLIER WUHAN(Foundry for light alloys)
LBW WUHAN, CHINA Foreign subsidiary 100.00% 100.00%
LE BÉLIER MOHACS(Foundry for light alloys)
LBM MOHACS, HUNGARY Foreign subsidiary 100.00% 100.00%
❯ Le Bélier is an active holding company, providing services on behalf of the Group.
❯ HDPCI, a wholly-owned subsidiary of Le Bélier, is the holding company of three companies: LBL, LBW and LBM.
❯ The other consolidated subsidiaries are involved in the fabrication of aluminium parts for components manufacturers and automotive
manufacturers, except for LBO, which leases equipment.
14 2015 ANNUAL REPORT
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2015
1
MANAGEMENT REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015
2. CONSOLIDATED COMPANIES
2.1. Highlights
LE BÉLIER (Holding company)The holding company’s activity featured strong technical services
support for the launch of chassis and braking products in
Hungary, a good year in commercial terms and monitoring of
the performance plan for the subsidiaries.
FAB (France)Automotive operations are well controlled. Significant progress
was made in terms of operations and investments for the transfer
and optimisation of the aviation function. In this latter field, we
note that the company’s reputation is growing.
LBH (Foundry, Hungary)For its traditional business, the subsidiary made further progress
in operational terms. The launch of new chassis products proved
to be highly complicated to implement and very expensive, thus
dampening the company’s economic performance during the
fourth quarter.
LBM (Foundry, Hungary)This subsidiary produced a still modest volume whilst also
exercising good control over its operations.
BSM (Machining, Hungary)The economic results remained healthy for the subsidiary and
operational progress was made during the second half of the year.
LBD (China)2015 was an excellent year for this subsidiary on many fronts:
safety, industrial (with a new, more effective organisation of manual
processes) and economic.
LBL (China)This year saw operational excellence from LBL, which is becoming
the Group’s benchmark, while at the same time posting a very
good year in economic terms.
LBW (China)Despite still limited tonnage, LBW recorded an excellent year.
LBQ (Foundry, Mexico) and BQM (Machining, Mexico)LBQ had a very good year in economic terms. Operational activity
increased.
BQM’s activity remained low, bordering on economic equilibrium,
but with good operational control.
LBK (Serbia)2015 proved to be a very complicated year for the Serbian
subsidiary, which was hit by two external phenomena: large-
scale loss of skills to the rest of Europe, due in particular to
Hungarian measures that saw Hungarian passports made available
to Serbs of Hungarian descent, and extreme temperatures during
the summer that significantly disrupted activity. Measures have
since been taken in order to avoid any effects of this kind in future.
2.2. Consolidated results
2.2.1. RevenueConsolidated revenue for the year ended 31 December 2015 came
to €318.5 million, up 23.1% compared with 2014. At constant
consolidation scope*, the increase reached 13.6% in 2015.
Adjusted for changes in aluminium prices, revenue growth came
to +11.9% in the last quarter and +17.9% for 2015 as a whole
(+11.9% and +8.4% respectively at constant scope).
* Note: the HDPCI group was added to the consolidation scope at the end of July 2014.
Revenue(in thousands of euros) 2015 2014 Change (in %)
Change (constant scope)
1st quarter 81,803 63,709 28.4% 11.9%
2nd quarter 81,774 61,395 33.2% 16.0%
3rd quarter 77,216 63,860 20.9% 15.5%
4th quarter 77,665 69,785 11.3% 11.2%
TOTAL 318,458 258,749 23.1% 13.6%
Revenue(in thousands of euros) 2015 2014 Change (in %)
Change (constant scope)
Foundries 270,660 213,234 26.9% 15.7%
Machining 32,254 31,656 1.9% 1.9%
Toolmaking 10,781 9,212 17.0% 12.3%
Other 4,763 4,647 2.5% -1.0%
TOTAL 318,458 258,749 23.1% 13.6%
152015 ANNUAL REPORT
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2015
1MANAGEMENT REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015
In 2015, tonnage sold increased by 13.3% compared with 2014
to reach 64,000 tonnes, with strong growth in Asia (+27.8%) and
steady growth in both Europe (+9.6%) and North America (+6.5%).
The machining business was broadly unchanged (+1.9%)
compared with the same period in 2014 whilst the toolmaking
business increased (+17.0%), in keeping with the development
of new products during the period.
2.2.2. Income statement highlights
In thousands of euros 2015 2014 Change 2015/2014
Income from ordinary activities 319,643 259,793 23.0%
Current operating income 34,133 25,073 36.1%
Operating profit 33,509 24,086 39.1%
Total net income 23,480 16,771 40.0%
GROUP SHARE OF NET INCOME 23,480 16,771 40.0%
In a context of increased activity (+23.1% revenue growth), the
operating profit came to €33.5 million compared with €24.1 million
in 2014, up 39.1%.
Taking into account net financial expense of €1.9 million compared
with €2.2 million in 2014, income before tax came to €31.6 million
compared with €21.9 million in 2014.
After recognising a current tax charge of €8.5 million, mainly
concerning the Hungarian, Chinese and Serbian companies, and
deferred tax income of €0.3 million, total net income came to
€23.5 million in 2015, equivalent to 7.4% of production revenue,
compared with €16.8 million in 2014 (6.4%).
2.2.3 Number of employees available to Group companies at 31 December 2015
The Group had 3,606 staff available at 31 December 2015
(including temporary staff) compared with 2,944 one year earlier.
In 2015, the average number of employees was 3,553 compared
with 2,947 in 2014.
Note: the headcount stated above for 2014 is presented excluding
acquisition of the HDPCI group; the corresponding additional
headcount was 490 at 31 December 2014.
2.2.4. Financial structure and change in debtFree cash flow came to €40.1 million in 2015, representing
12.6% of revenue, compared with €29.1 million in 2014 (11.2%
of revenue).
The working capital requirement increased by €4.5 million during
the year.
Net investments made in 2015 totalled €19.2 million compared
with €50.5 million in 2014 and correspond to needs related to
the industrialisation of new products, and, in 2014, also to the
acquisition of the HDPCI group.
In 2015, the Group raised medium-term loans totalling €41 million
(€20.1 million in Hungary, €16.4 million in France and €4.5 million
in Mexico) and entered into new finance leases amounting to
€0.3 million, while at the same time repaying €24.1 million of
borrowings.
Via a liquidity contract and share buyback programme, the Group
purchased Le Bélier shares for an amount of €4.5 million. A
dividend of €3.0 million was distributed to shareholders out of
2014 earnings.
The Group had net cash of €60.8 million at the end of 2015
compared with €26.1 million at the previous year end.
Lastly, the Group’s net debt declined to €21.9 million at
31 December 2015 from €39.2 million one year earlier, representing
gearing of 0.2 on equity compared with 0.4 at end-2014.
2.2.5. Net property, plant and equipment by country
In thousands of euros 31/12/2015 31/12/2014 Change 2015/2014
France 8,339 9,689 -13.9%
China 13,742 12,919 6.4%
Hungary 51,426 42,649 20.6%
Mexico 12,758 13,342 -4.4%
Serbia 4,935 5,280 -6.5%
TOTAL 91,200 83,879 8.7%
16 2015 ANNUAL REPORT
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2015
1
MANAGEMENT REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015
2.2.6. InvestmentsThe following table provides a breakdown of investments, including finance leases but excluding financial assets and goodwill.
In thousands of euros 2015 2014
Intangible assets 1,305 1,359
Land, buildings and fixtures 1,088 1,481
Industrial equipment 12,872 15,536
Other non-current assets 715 595
Assets in progress and payments on account 4,914 8,622
TOTAL BY TYPE 20,894 27,593
France 1,986 1,595
Hungary 13,773 19,133
China 1,631 1,717
Mexico 2,397 3,906
Serbia 1,107 1,242
TOTAL BY COUNTRY 20,894 27,593
2.2.7. Transactions with related partiesThere were no transactions with related parties that had a material
impact on the Group’s financial position or performance during
2015.
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 2015.
3. GROUP RESEARCH AND DEVELOPMENT
The Group has a continual focus on innovative work in order to
enhance the performance of its manufacturing processes. The
successful outcome of this work is made available to the new
products that the Group is required to develop and subsequently
put into production.
In 2015, research and development expenses recorded directly in
profit or loss amounted to €166 thousand, including €50 thousand
of staff costs, compared with €223 thousand and €139 thousand
respectively in 2014.
4. SOCIAL, ENVIRONMENTAL AND CORPORATE INFORMATION
This information is provided in the notes in the report on Corporate
Social Responsibility (CSR).
Ernst & Young et Associés, the independent external body
appointed for 2015 in accordance with the statutory and regulatory
provisions, will submit its report on this CSR information. This
report will remain appended to the CSR report.
Furthermore:
Information on the number of Group employees is presented in
point 2.2.3 of this report.
The amount of wages and salaries and social security charges
recognised in 2015 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.
172015 ANNUAL REPORT
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2015
1MANAGEMENT REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015
6. FORESEEABLE CHANGES AND OUTLOOK
Barring a worsening of the effects of the Volkswagen crisis and the
expected slowdown in China, the Group should see its business
grow in 2016.
The industrial challenges are mainly linked to the start-up of
significant products in braking and chassis. During their first year,
these will have a negative impact on economic performances,
offset by the industrial progress plans implemented at all sites.
On the development front, opportunities for winning new business
will remain significant in 2016.
7. MAIN RISKS AND UNCERTAINTIES
7.1. Liquidity riskIn 2015, pursuing initiatives similar to those taken in 2014, financial
risk factors remain well managed by the Group.
The Group remains vigilant as far as business is concerned,
across all continents, which may be subject to various economic
and political events influencing the automotive sector, and stands
ready to implement effective flexibility initiatives.
However, apart from optimising its operating cash flows, the Group
must have the financial resources needed to finance its day-to-
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:
❯ €0.3 million of finance leases in Mexico;
❯ €41.0 million of medium-term loans (€20.1 million in Hungary,
€16.4 million in France and €4.5 million in Mexico).
Given the achievements of 2015 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, certain loans and borrowings entered into in
Hungary (€24.8 million at 31 December 2015) include financial
covenant clauses that must be met and which are calculated
on the basis of the full-year consolidated financial statements:
❯ free cash flow (after investments) + gross cash > 0;
❯ net borrowings/EBITDA < 2.5;
❯ net borrowings/equity < 2.5.
At 31 December 2015, these covenants were met.
In France, one of the borrowings entered into (€1.9 million at
31 December 2015) includes a financial covenant clause that
must be met and which is calculated on the basis of the full-year
consolidated financial statements:
❯ net borrowings/EBITDA < 2.5.
At 31 December 2015, this covenant was met.
The Group expects to be in a position to meet its financial
obligations over the next 12 months.
7.2. Credit riskCredit 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 riskThe 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.
In 2015, the Group entered into a swap agreement, under which
it swapped a variable interest rate for a fixed interest rate on a
€10 million borrowing in France.
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MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015
Note 4.7 to the consolidated financial statements provides notably:
❯ an interest-rate risk sensitivity analysis;
❯ a breakdown of debt between variable and fixed interest rates.
8.2. Currency risk ❯ Currency risk on borrowings: Group policy dictates that any
borrowings entered into by a Group company must be in that
entity’s functional currency;
❯ Risk on operating cash flows denominated in currencies other
than the functional currency: for purchases: in Hungary, hedging
in local currency of purchases made from local suppliers and
of staff costs; for sales: for the record, the billing currency of
both Hungary and Serbia is the euro.
Financial instruments likely to be used by the Group are managed
centrally, their purpose being to reduce exposure to currency
risk on future cash flows on its transactions and to the risk of
movements in interest rates on the cash flows on its borrowings.
They are not used for speculative purposes.
In 2015, the Group put in place hedging instruments on two
borrowings in Hungary denominated in US dollars at fixed rates
and swapped into euros at another fixed rate (cross currency
swap agreements).
Information relating to these instruments and a sensitivity analysis
are provided in Notes 4.2 and 4.7 to the consolidated financial
statements.
At both 31 December 2015 and 31 December 2014, no currency
hedging instruments pertaining to purchases or sales were in force.
MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015
IN RESPECT OF THE ORDINARY GENERAL MEETING
I – The company’s position and activity
The highlights for 2015 were as follows:
❯ The holding company’s activity featured strong technical
services support for the launch of chassis and braking products
in Hungary, a good year in commercial terms and monitoring
of the performance plan for the subsidiaries.
❯ Reversal of a provision for impairment of the securities of the
Mexican subsidiary LBQ at 31/12/2015 had a positive impact
on earnings amounting to €1,957 thousand.
❯ Support provided to the subsidiary Fonderies et Ateliers du
Bélier (FAB): Le Bélier once again provided support to its
subsidiaries, notably FAB, by waiving its right to bill and receive
rent on all property in 2015, this decision being taken at the
Board of Directors meeting of 24 March 2015 and being
renewable at the Board of Directors meeting that will approve
the financial statements for the year ended 31 December 2015.
II – Events after the reporting periodNone.
III – Parent company income statement highlights
In 2015:
❯ revenue: €22,785 thousand (€20,831 thousand in 2014);
❯ operating income: €25,089 thousand (€22,936 thousand in 2014);
❯ operating expenses: €22,519 thousand (€19,012 thousand
in 2014);
❯ operating profit: €2,570 thousand (€3,925 thousand in 2014);
❯ after taking into account net f inancial income of
€10,601 thousand (including €7,771 thousand of dividends
received from subsidiaries), income on ordinary activities before
tax came to €13,172 thousand (€10,335 thousand in 2014);
❯ non-recurring items: loss of €668 thousand (loss of
€459 thousand in 2014);
❯ taking into account all the above, the Company reported a
net profit of €12,769 thousand (€10,162 thousand in 2014).
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.
IV – Research and developmentThe Company has a continual focus on innovative work in order
to enhance the performance of its manufacturing processes. The
successful outcome of this work is made available to the new
products that the Group is required to develop and subsequently
put into production.
In 2015, research and development expenses recorded directly in
profit or loss amounted to €166 thousand, including €50 thousand
of staff costs, compared with €223 thousand and €139 thousand
respectively in 2014.
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1MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015
V – Review of operations
Sales and earningsThe operating profit declined by €1,354 thousand (i.e. down
34.49%), while operating income increased by 9.39%, mainly
reflecting:
❯ a provision for the plan for the allocation of free shares
approved on 10 June 2014 that boosted operating expenses
by €1,052 thousand;
❯ a 6.42% increase in staff costs that was mainly due to the
strengthening of our technical structures and 2015 incentive
payments (+€132 thousand).
Net financial income improved further, with an increase
of €4,190 thousand compared with 2014, mainly due to
dividends received of €7,771 thousand in 2014 compared
with €6,272 thousand in 2014 and reversal of a provision for
€1,957 thousand for impairment of LBQ’s securities.
Net non-recurring income declined in 2015, representing a loss of
€668 thousand in 2015 compared with a loss of €459 thousand
in 2014 due to accelerated depreciation of €218 thousand.
The Company benefited from a research tax credit of
€388 thousand, bringing its net profit to €12,769 thousand
compared with €10,162 thousand in 2014, the bulk of this
movement stemming from the financial items described above.
Financial positionThe Company further strengthened its financial position.
It had a positive net cash position of €42 million at 31 December
2015 compared with €17 million at the end of 2014.
VI – Presentation of the parent company financial statements
The parent company financial statements for the year ended
31 December 2015 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.
VII – Suppliers’ payment timesAt 31 December 2015, trade payables represented a credit balance
of €5,093 thousand compared with €2,360 thousand in 2014.
This balance consisted of:
❯ French external suppliers: €345 thousand in 2015
(€582 thousand in 2014);
❯ foreign external suppliers: €0 thousand in 2015 (€0 thousand
in 2014);
❯ Group suppliers: €204 thousand in 2015 (€173 thousand in
2014);
❯ suppliers’ invoices not yet received: €4,537 thousand in 2015
(€1,601 thousand in 2014).
With effect from 1 January 2009, the French law on the
modernisation of the economy (Loi de Modernisation de
l'Économie) introduced a cap on settlement periods, being 60 days
from the date on which the invoice is issued (or 45 days from the
month end). Law no. 2012-387 of 22 March 2012, the so-called
Warsmann II law, stipulates that, with effect from 1 January 2013,
unless specified otherwise, although the interest rate set cannot
be less than three times the statutory interest rate, the interest
rate for penalties due in the event of late payment applicable
during the first half of the year in question shall be the ECB
rate prevailing on 1 January of the year in question and, for the
second half, that prevailing on 1 July (French commercial code,
Article L. 441-6, I, paragraph 12).
Furthermore, with effect from this same date, in addition to late
payment penalties, any late payment gives rise to the payment to
the creditor of a fixed amount of compensation for recovery costs.
The amount of this compensation is set by decree no. 2012-1115
of 2 October 2012 at €40. It is payable automatically and without
any formalities by the business in a late payment situation.
At 31 December 2015, trade payables comprised:
❯ invoices not yet due amounting to €290 thousand
(€524 thousand in 2014) for which the settlement periods
complied with the law;
❯ invoices issued by third parties and outstanding for less than
30 days amounting to €89 thousand (€120 thousand in 2014);
❯ invoices issued by subsidiaries and outstanding for less
than 30 days amounting to €19 thousand (€21 thousand in
2014), and outstanding for more than 30 days amounting to
€137 thousand (€57 thousand in 2014);
❯ the balance corresponds to invoices in dispute.
Year endedTrade payables
(in €)Payment
within 30 daysPayment in more
than 30 daysPayment in more
than 60 days
31/12/2015 €547,382 €108,305 €38,524 €110,270
31/12/2014 €754,826 €141,608 €33,274 €55,294
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MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015
VIII – Subsidiaries and associatesThe 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.
IX – Appropriation of incomeWe propose to allocate the net profit for the year of €12,768,756.96
plus retained earnings brought forward as follows:
Source:
❯ retained earnings brought forward: €40,073,242.15
❯ net profit for the year: €12,768,756.96
Distributable amount: €52,841,999.11
Appropriation:
❯ as dividends: €5,265,696.00 (6.582.120 actions)
❯ minimum retained earnings after appropriation: €47,576,303.11
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 158-3-2 of the
French General Tax Code. Prior to distribution, unless waived, the
dividend is subject to a compulsory levy of 21% as stipulated in
Article 117 quater of the French General Tax Code, as payment
on account of income tax. In all cases, the dividend shall be
paid after deducting social security levies and the general social
contribution.
The dividend will be paid on 9 June 2016. 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 paidIn 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 allowanceRevenue not eligible for tax allowance
Dividends Other revenue distributed
2012 €948,572.96
i.e. €0.16 per share entitled
to receive a dividend
- -
2013 €2,101,069.44
i.e. €0.34 per share entitled to
receive a dividend
- -
2014 €3,021,619.00
i.e. €0.50 per share entitled to
receive a dividend
- -
X – Expenses disallowed for tax purposesIn 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 €143,802.40 of expenses that cannot be deducted for
tax purposes.
However, the Company was not liable for any tax on said expenses
and charges.
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1MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015
XI – Corporate officers
List of corporate officersIn 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 Office
Philippe GALLAND Group
LE BÉLIER Chairman of the Board of Directors
LBO SARL Manager
Non-Group
LE BÉLIER PARTICIPATIONS SAS Chairman
GALLAND SAS Le Bélier Participations’ representative
in his capacity as Chairman
GALILÉE SAS Le Bélier Participations’ representative
in his capacity as Chairman
COPERNIC SAS Le Bélier Participations’ representative
in his capacity as Chairman
Société Civile de Choisy le Roi Manager
Machinassou Sarl Manager
SCI du Faubourg Manager
Offices held previously
LBQ Foundry SA de CV Chairman of the Board of Directors
BQ Machining SA de CV Chairman of the Board of Directors
Le Bélier Hongrie Chairman of the Supervisory Board
Le Bélier Dalian Le Bélier’s representative in his capacity
as Chairman of the Board of Directors
BV Hungary Machining Chairman of the Supervisory Board
Le Bélier Kikinda d.o.o Le Bélier’s representative in his capacity
as Chairman of the Supervisory Board
Philippe DIZIER Group
Le Bélier Chief Executive Officer, Board Member
Fonderies et Ateliers du Bélier Chairman of the Board of Directors
Le Bélier Hongrie Chairman of the Supervisory Board
BV Hungary Machining Member of the Supervisory Board
Le Bélier Mohács Member of the Supervisory Board
Le Bélier Kikinda d.o.o Board Member
LBQ Foundry SA de CV Board Member
BQ Machining SA de CV Board Member
HDPCI Limited Chief Executive Officer, Board Member
Le Bélier Dalian Chairman of the Board of Directors
Le Bélier Wuhan Chairman of the Board of Directors
Le Bélier Lv Shun Chairman of the Board of Directors
Non-Group
Galilée SAS Chief Executive Officer, Member of
the Administration Committee
Copernic SAS Chief Executive Officer, Member of
the Administration Committee
TPFF Manager
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MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015
Name Company Office
Thierry RIVEZ Group
Le Bélier Chief Operating Officer,
Copernic’s permanent representative,
Board Member
Fonderies et Ateliers du Bélier Board Member
LBQ Foundry SA de CV Board Member
BQ Machining SA de CV Board Member
BV Hungary Machining Chairman of the Supervisory Board
Le Bélier Hongrie Member of the Supervisory Board
Le Bélier Mohács Chairman of the Supervisory Board
Le Bélier Kikinda d.o.o Chairman of the Board of Directors
HDPCI Limited Chief Operating Officer, Board Member
Le Bélier Dalian Board Member
Le Bélier Wuhan Board Member
Le Bélier Lv Shun Board Member
Non-Group
Galilée SAS Chief Operating Officer, Member of
the Administration Committee
Copernic SAS Chief Operating Officer, Galilée’s permanent
representative,
Member of the Administration Committee
K Management Manager
COPERNIC SAS Group
LE BÉLIER Board Member
LE BÉLIER PARTICIPATIONS SAS
Group
Le Bélier Board Member
Non-Group
Galland SAS Chairman
Denis GALLAND Group
Le Bélier Le Bélier Participations’ permanent representative,
Board Member
Non-Group
Le Bélier Participations SAS Chief Executive Officer, Board Member
Galilée SAS Member of the Administration Committee
Copernic SAS Member of the Administration Committee
Noèle GALLAND Group
Le Bélier Board Member
Non-Group
Galilée SAS Member of the Administration Committee
Copernic SAS Member of the Administration Committee
SCEA du Château de Brague Manager
Christian LOSIK Group
Le Bélier Board Member
Dominique DRUON Group
Le Bélier Board Member
Non-Group
Aliath Chairwoman
Groupe April Board Member and Member of the Strategic
Committee and of the Sustainable Development
Committee
232015 ANNUAL REPORT
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1MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015
Corporate officers’ compensation I GROSS COMPENSATION AND BENEFITS-IN-KIND PAID IN 2015 (IN €)
Name Corporate appointmentEmployment
contractBenefits-in-
kind(1)
Attendance fees, etc.(2) Total
Fixed compensation
Exceptional compensation
P. GALLAND
LB (1/1/15 – 31/12/15) 275,342 - 2,526 15,000 292,868
P. DIZIER
LB (1/1/15 – 31/12/15) 305,999 120,000 Suspended 2,496 120,000 548,494
T. RIVEZ
LB (1/1/15 – 31/12/15) 255,782 100,000 2,279 100,000 458,060
Sub-total: director corporate officers 837,122 220,000 - 7,301 235,000 1,299,423COPERNIC represented by T. RIVEZ
LB (1/1/15 – 31/12/15) 105,000 105,000
LE BÉLIER PARTICIPATIONS
represented by D. GALLAND
LB (1/1/15 – 31/12/15) 50,000 50,000
Sub-total: non-director corporate officers (legal entities) - - - - 155,000 155,000N. GALLAND
LB (1/1/15 – 31/12/15) 15,000 15,000
C. LOSIK
LB (1/1/15 – 31/12/15) 15,000 15,000
Sub-total: non-director corporate officers (natural persons) - - - - 30,000 30,000TOTAL 837,122 220,000 - 7,301 420,000 1,484,423
(1) Company car.
(2) Including €200 thousand paid by the Company and €220 thousand paid by companies under its control.
Total compensation and benefits-in-kind paid by the Company
during the year under review to all corporate officers amounted
to €1,064 thousand.
At its meeting of 23 May 2013, the Board of Directors noted the
fact that 100% of the stock purchase options awarded to Messrs
Philippe Dizier and Thierry Rivez could be exercised by them with
effect from 28 June 2013 during the exercise period set by the
regulations governing the stock purchase option plan and that
100% of the free shares become vested by Messrs Philippe Dizier
and Thierry Rivez with effect from 28 June 2013.
Stock purchase options Free shares
Philippe Dizier 114,104 76,069
Thierry Rivez 95,086 63,391
At its meetings of 22 May and 11 June 2014, pursuant to the
authorisation granted by the Combined Ordinary and Extraordinary
General Meeting of 22 May 2014, the Board of Directors decided
to grant Messrs Philippe Dizier and Thierry Rivez free shares in
the Company, whose definitive allocation is subject to the Group’s
internal performance conditions, i.e.:
Free shares
Philippe Dizier 21,648
Thierry Rivez 18,040
In accordance with the provisions of Articles L.225-185 and
L.225-197-1 II of the French Commercial Code, it was decided
at various Board of Directors meetings that the corporate officers
must retain, in registered form until such time as they cease to fulfil
their functions, 15% of the free shares actions granted to them.
You are reminded that the Chairman, Chief Executive Officer and
Chief Operating Officer benefit from the same supplementary
collective coverage in respect of pension, provident fund and
healthcare expenses as the Company’s senior executives.
Furthermore, the Chief Executive Officer and the Chief Operating
Officer benefit from an unemployment insurance policy for which
the Company bears the cost, being €34 thousand in 2015.
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.
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MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015
Terms of office of the directorsWe hereby inform you that the term of office of the following
director has expired:
❯ Mr Christian Losik.
We propose that you renew this director in his functions for a
further period of six years, i.e. until the end of the meeting held in
2022 to approve the financial statements for the year just ended.
Mr Christian Losik indicated in advance that he would accept
renewal of his functions and was not affected by any measure
or incapacity likely to prohibit him from exercising said functions.
XII – Foreseeable changes and outlook
Barring a worsening of the effects of the Volkswagen crisis and the
expected slowdown in China, the Group should see its business
grow in 2016.
The industrial challenges are mainly linked to the start-up of
significant products in braking and chassis. During their first year,
these will have a negative impact on economic performances,
offset by the industrial progress plans implemented at all sites.
On the development front, opportunities for winning new business
will remain significant in 2016.
XIII – Use of financial instrumentsIn 2015, the Company implemented a new hedging instrument
for interest-rate risk on its borrowing of €10,000 thousand. Le
Bélier thus reduces its exposure by using a variable-to-fixed
interest rate swap.
XIV – 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.
We remind you that on 9 October 2013, Galilée, a company that
is 99.99%-owned by Le Bélier Participations, purchased FCDE’s
stake in the share capital of Copernic.
This operation had no impact on control of the Le Bélier group,
which is still exercised by the Galland family group: the AMF was
informed accordingly by letters received on 6 December 2013
and 19 February 2014.
As a result of this operation, the Galland family group did not
breach any shareholding thresholds and reported that, on
9 October 2013, it held directly and indirectly via the simplified
limited liability companies Le Bélier Participations and Copernic
that it controls, 3,809,527 Le Bélier shares, representing the same
number of voting rights, i.e. 57.88% of the Company’s share
capital and voting rights (based on share capital consisting of
6,582,120 shares representing the same number of voting rights
pursuant to the second paragraph of Article 223-11 of the AMF’s
General Regulations).
The abovementioned operations gave rise to an AMF notice
no. 214C0375 dated 11 March 2014.
Amiral Gestion, a company acting on behalf of funds that it
manages, reported that, on 13 April 2015, its holdings fell below
the 5% thresholds in respect of the Company’s share capital and
voting rights and that it held, on behalf of said funds, 325.396 Le
Bélier shares representing the same number of voting rights, i.e.
4.94% of the Company’s share capital and voting rights.
This threshold breach stemmed from a sale of the Company’s
shares on the market.
Amiral Gestion reported that on 21 April 2015, it held 314,365
shares in the Company, representing the same number of voting
rights, i.e. 4.78% of the Company’s share capital and voting rights.
This operation gave rise to an AMF notice no. 215C0485 dated
21 April 2015.
Impact of Florange lawYou are reminded that on 3 April 2016, in compliance with the
provisions of Article L.225-123, paragraph 3, of the French
Commercial Code modified by the Florange law no. 2014-384
of 29 March 2014, double voting rights are granted to all fully
paid-up shares that have been registered for more than two years
in the name of the same shareholder.
In compliance with the provisions of Articles L.233-8, R.233-2
and A.233-1 of the French Commercial Code, the Company shall
inform its shareholders by means of a notice in a legal notice
publication of the new total number of voting rights arising from
application of the aforementioned Article L.225-123 of the French
Commercial Code.
252015 ANNUAL REPORT
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1MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015
XV – Summary of transactions covered by ArticleL. 621-18-2 of the French Monetary and Financial Code
The Company had knowledge of transactions that took place during the year ended 31 December 2015 and that were covered by
Article L.621-18-2 of the French Monetary and Financial Code, namely:
Mr Philippe Dizier, Chief Executive Officer, acquired shares in the Company as follows:
AMF declaration and advice Amount Price/share
AMF document no. 2014DD344401 published on 2 January 2015 €1,150 €23
AMF document no. 2014DD344402 published on 2 January 2015 €1,200 €24
AMF document no. 2014DD344403 published on 2 January 2015 €1,250 €25
AMF document no. 2014DD344404 published on 2 January 2015 €1,100 €22
AMF document no. 2015DD346003 published on 11 January 2015 €1,200 €24
AMF document no. 2015DD346549 published on 15 January 2015 €1,155.50 €23.11
AMF document no. 2015DD353030 published on 17 February 2015 €1,400 €28
Declaration and advice AMF document no. 2015DD354018
published on 22 February 2015 €1,390 €27.80
AMF document no. 2015DD354597 published on 27 February 2015 €1,400 €28
AMF document no. 2015DD358147 published on 19 March 2015 €1,375 €27.50
AMF document no. 2015DD387186 published on 2 September 2015 €1,425 €28.50
AMF document no. 2015DD387187 published on 2 September 2015 €1,400 €28
AMF document no. 2015DD387188 published on 2 September 2015 Transaction 1: €1,275
Transaction 2: €1,300
Transaction 3: €1,346.50
Unit price 1: €25.50
Unit price 2: €26
Unit price 3: €26.93
K Management, a company linked to Mr Thierry Rivez, Chief Operating Officer, acquired shares in the Company as follows:
AMF document no. 2015DD377464 published on 4 July 2015 Transaction 1: €5,360.99
Transaction 2: €14,614.27
Unit price 1: €29.78
Unit price 2: €29.23
AMF document no. 2015DD379393 published on 15 July 2015 €7,789.20 €29.6167
AMF document no. 2015DD389439 published on 15 September 2015 €2,205.99 €29.0262
AMF document no. 2015DD389440 published on 15 September 2015 €12,298.45 €29.0058
AMF document no. 2015DD389441 published on 15 September 2015 Transaction 1: €14,303.27
Transaction 2: €28,599.20
Unit price 1: €28.6065
Unit price 2: €28.5992
AMF document no. 2015DD389442 published on 15 September 2015 €14,052.46 €28.1049
AMF document no. 2015DD389443 published on 15 September 2015 Transaction 1: €47,570.24
Transaction 2: €51,968.07
Transaction 3: €10,070.01
Unit price 1: €25.5754
Unit price 2: €25.984
Unit price 3: €26.14
AMF document no. 2015DD389444 published on 15 September 2015 Transaction 1: €82,775.91
Transaction 2: €41,993.57
Unit price 1: €27.592
Unit price 2: €27.9957
AMF document no. 2015DD389445 published on 15 September 2015 €13,767.98 €27.1023
AMF document no. 2015DD389446 published on 15 September 2015 €22,765.37 €27.3952
XVI – 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.
XVII – 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.
XVIII – Main risks and uncertaintiesThe main risks and uncertainties are described in point 7 of the
first section of this report.
26 2015 ANNUAL REPORT
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2015
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MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015
XIX – Employee information I NUMBER OF EMPLOYEES
2015 2014 2013 2012
Executives 83 79 77 72
Non-executives 33 33 32 33
TOTAL 116 112 109 105
The figures shown above correspond to the number of employees
at the year end.
The average age of employees is 42 years and the average length
of service is nine years.
XX – Acquisition of participating and controlling interests
None.
XXI – Cross-shareholdingsIn 2015, 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.
XXII – Treasury shares and stock options
Number of treasury shares held: 618,748.
Stock options: none.
The Company has not implemented any new stock subscription
option plans since expiry of the previous plans on 30 June 2005.
XXIII – Adjustments in the event of issuance of securities giving access to the share capital
None.
XXIV – Employee share ownershipIn 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 2015: 0.47%.
XXV – Stock options and allocation of free shares
Stock purchase option plan dated 28 June 2011The Board of Directors meeting of 23 May 2013 noted that the
performance conditions set by the stock purchase option plan,
put in place by the Board on 28 June 2011 pursuant to the
authorisation granted by the Combined Ordinary and Extraordinary
General Meeting of shareholders of 24 May 2011, had been met
in full. Consequently, these options may be exercised by the
beneficiaries present, with effect from 28 June 2013, under the
conditions stipulated by the plan regulations.
I STOCK PURCHASE OPTIONS GRANTED TO EMPLOYEES AND/OR MANAGING CORPORATE OFFICERS: POSITION AT 31 DECEMBER 2015
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
Total number of
beneficiaries
Option exercise
start dateOption expiry
date
Subscription price(in €)
24/05/2011 28/06/2011 365,308 209,190 93,138 13 28/06/2013 28/06/2017 7.83
At 31 December 2015, 62,531 options had been exercised.
272015 ANNUAL REPORT
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1MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015
Plan for the allocation of free shares dated 11 June 2014In 2014, the Company put in place:
❯ a plan for the allocation of free shares covering 131,642
Company shares, representing 2% of the Company’s share
capital (the overall cap being set by the General Meeting of
22 May 2014 at 4% of the share capital and the sub-cap
attributable to corporate officers at 35% of this cap).
I PERFORMANCE SHARES ALLOCATED TO EMPLOYEES AND/OR MANAGING CORPORATE OFFICERS: POSITION AT 31 DECEMBER 2015
Date of EGM authorisation
Date of Board of Directors meeting
Total number
of shares granted
of which, to corporate
officers
of which, to top 10
employees
Total number of
beneficiaries Vesting date
Date of end of retention
periodPerformance
conditions
22/05/2014 11/06/2014 123,617 39,688 43,426 112 11/06/2016 11/06/2018 Economic value
(basis: EBITDA,
net borrowings) or
change in share
price
In accordance with the provisions of Article L.225-197-4 of the
French Commercial Code, in its special report the Board of
Directors provides information on the operations carried out by
virtue of the provisions of Articles L.225-197-1 to L.225-197-3
of the French Commercial Code.
XXVI – 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 2015:
❯ In connection with the stock purchase option plan and plan
for the allocation of free shares:
■ Number of shares purchased: 617,565
■ Number of shares sold: 0
■ Average purchase price: €29.55
■ Average sale price: €0
■ Number of shares registered in the Company’s name at the
year end: 617,565
■ Purchase cost: €10,308 thousand
■ Nominal value: €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: 9.38%
❯ In connection with the liquidity contract:
■ Number of shares registered in the Company’s name at
the year end: 1.183
■ Value at the closing price: €37 thousand
■ Nominal value: €1.52
■ Reason for acquisitions: regulation of the share price
■ Shares held as a percentage of the total share capital:
0.017%
XXVII – Share buyback programmeWe remind you that the Combined Ordinary and Extraordinary
General Meeting of 21 May 2015 authorised the Board of Directors
to repurchase up to 10% of the Company’s share capital.
This programme is governed by the provisions of Article L.225-209
of the French Commercial Code and also by European Regulation
no. 2273/2003 of 22 December 2003 in application of the Market
Abuse Directive that came into force on 13 October 2004.
The Company made partial use of this authorisation during the
year ended 31 December 2015 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);
❯ to cover stock purchase option plans for the Group’s employees
and corporate officers, and sell or allocate shares to employees
in accordance with prevailing legislation;
❯ 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 18 November 2017;
28 2015 ANNUAL REPORT
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MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015
❯ representing a maximum of 10% of the Company’s share
capital as it stood on the date of the Ordinary General Meeting
of 19 May 2016, 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 €45 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.
XXVIII – 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
Shareholder
31/12/2015 31/12/2014 31/12/2013
Number of shares
% of share
capital
Number of voting
rights
% of voting rights
Number of shares
% of share
capital
Number of voting
rights
% of voting rights
Number of shares
% of share
capital
Number of voting
rights
% of voting rights
Copernic SAS 3,796,771 57.68% 3,796,771 62.55% 3,796,771 57.68% 3,796,771 62.55% 3,796,771 57.68% 3,796,771 61.45%
Galland family 12,761 0.19% 12,761 0.21% 12,761 0.19% 12,761 0.21% 12,756 0.19% 12,756 0.21%
Total Galland family 3,809,532 57.88% 3,809,532 62.76% 3,809,532 57.88% 3,809,532 62.76% 3,809,527 57.88% 3,809,527 61.66%
Le Bélier
(treasury shares) 618,748 9.40% 0 0.00% 512,556 7.79% 0 0.00% 403,677 6.13% 0 0.00%
Employee savings
fund 31,060 0.47% 31,820 0.52% 31,820 0.48% 31,820 0.52% 35,050 0.53% 35,050 0.57%
Public(*) 2,122,780 32.25% 2,228,212 36.71% 2,228,212 33.85% 2,228,212 36.71% 2,333,866 35.46% 2,333,866 37.77%
TOTAL 6,582,120 100.00% 6,069,564 100.00% 6,582,120 100.00% 6,069,564 100.00% 6,582,120 100.00% 6,178,443 100.00%
(*) Amiral Gestion, a simplifi ed joint stock company acting on behalf of funds that it manages, reported that, on 13 April 2015, its holdings fell below the 5%
thresholds in respect of the Company’s share capital and voting rights. This company stated that, on 21 April 2015, it held 314,365 Company shares representing
the same number of voting rights, i.e. 4.78% of the Company’s share capital and voting rights. The AMF acknowledged this information in its decision 215C0485
of 21 April 2015.
2. Statutory restrictions on the exercise of voting rights and share
transfers and clauses in conventions brought to the Company’s
attention pursuant to Article L.233-11:
Under the terms of an agreement entered into on 9 October
2013 between the managers of the Le Bélier group, Messrs
Philippe Dizier and Thierry Rivez benefit from a pre-emptive
right, in the event of a sale by the other managers that are
party to said agreement of the Le Bélier free shares or stock
purchase options allocated to them on 28 June 2011.
Furthermore, under the terms of the same agreement, Messrs
Philippe Dizier and Thierry Rivez benefit from a commitment
to sell on the part of the other managers, in the event that the
latter leave the Le Bélier group. In connection with the exercise
of this commitment, Messrs Philippe Dizier and Thierry Rivez
may be substituted by other managers of the Le Bélier group.
3. Direct and indirect holdings in the Company’s shares of
which the Company is aware by virtue of Articles L.233-7
and L.233-12 (significant holdings and treasury shares): see
section XIV: “Holdings of selected shareholders”.
4. List of shareholders of any shares bearing special control
rights and description thereof: not applicable.
5. The control mechanisms provided for in any employee share
ownership scheme, when the control rights are not exercised
by these employees: see section XXIV entitled “Employee
share ownership”.
6. Shareholder agreements of which the Company is aware and
which may result in restrictions on share transfers and the
exercise of voting rights:
❯ On 13 December 2003, the shareholders belonging to
the Galland group signed a Collective Undertaking for the
Conservation of Shareholdings (engagement collectif de
conservation d’actions).
292015 ANNUAL REPORT
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1MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015
❯ On 29 October 2004, the shareholders belonging to the
Galland group signed a rider to the Collective Undertaking
for the Conservation of Shareholdings of 13 December 2003
in an effort to harmonise the policy for family shareholdings
in Le Bélier.
In particular, this rider provides for [free translation from the
original French text]:
■ a preferential right granted to Mr Philippe Galland by the
shareholders belonging to the Galland group in the event
of a transfer of shares, even between shareholders;
■ a joint and proportional right of sale granted by the
shareholders to Mr Philippe Galland in the event of a transfer
of shares;
■ an undertaking on share ownership, the intention being
that all shareholders combined hold shares representing
at least 20% of the share capital and voting rights of Le
Bélier, notably so that they may benefit from the provisions
of Article 885 I bis of the French General Tax Code;
■ a commitment to attend the Company’s meetings and
to vote on all collective decisions taken by the Company
in accordance with the wishes indicated beforehand by
Mr Philippe Galland, in order to preserve a united front with
regard to the strategy for managing Le Bélier and so as to
protect its corporate interest.
❯ On 28 December 2009, the shareholders belonging to the
Galland group signed a rider to the Collective Undertaking for
the Conservation of Shareholdings of 13 December 2003. In
particular, this rider provides for the extension of its term until
31 December 2010 and its tacit renewal for one-year periods
with effect from this date.
❯ On 9 October 2013, the managers of the Le Bélier group
entered into an agreement conferring on Messrs Philippe Dizier
and Thierry Rivez various rights relating to the Le Bélier shares
referred to in point 2 above.
7. Rules governing the appointment and replacement of Members
of the Board of Directors and amendment of the Company’s
Memorandum and Articles of Association [free translation from
the original French text]:
ARTICLE 12 – Board of Directors
1 – Barring any statutory dispensations, the Company is
administered by a Board of Directors comprised of at least
three but no more than eighteen Members.
2 – During the Company’s life, the Directors are appointed or
re-elected by the Ordinary General Meeting. However, in the
event of a merger, they may be appointed by the Extraordinary
General Meeting ruling on the operation.
3 – Each Board Member must own, for his entire term of office,
at least one share in the Company.
4 – The Board Members are appointed for a period of six years.
These functions come to an end at the close of the Ordinary
General Meeting called to approve the financial statements
for the year just ended and held during the year in which the
term of office of the Board Member concerned expires.
Board Members are eligible for re-election. Their appointment
may be revoked at any time by the Ordinary General Meeting.
5 – No person can be appointed as a Board Member if, being
more than 75 years of age, his appointment would result in
more than one third of the Board Members exceeding this
age. If this proportion is breached, the oldest Board Member
is automatically deemed to resign at the close of the Ordinary
General Meeting called to approve the financial statements
for the year in which the breach occurs.
6 – Board Members may be natural persons or legal entities.
Board Members who are legal entities must, when appointed,
designate a permanent representative who is subject to the
same conditions and obligations and who bears the same
responsibilities as if he was a Board Member in his own name,
all this without prejudice to the joint responsibility of the legal
entity that he represents.
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.
Any temporary appointments thus made by the Board are
subject to ratification by the next Ordinary General Meeting.
Even when not ratified, however, all deliberations and actions
taken remain valid.
When the number of Board Members falls below the legal
minimum, the remaining Board Members must immediately
convene an Ordinary Meeting with a view to making up the
required Board complement.
The Member appointed to replace another Member remains in
office only for the remainder of his predecessor’s term of office.
8 – 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.
30 2015 ANNUAL REPORT
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1
MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015
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 €727,006. This amount notably concerns Mr Philippe Dizier,
whose employment contract has been suspended.
XXIX – Statutory auditWe will now read the statutory auditors’ general report and their
special report on the agreements covered by Articles L.225-38
et seq. of the French Commercial Code.
We will submit for your approval the regulated agreements and
commitments approved by the Board of Directors during the year
ended 31 December 2015.
The statutory auditors’ report also mentions the agreements and
commitments approved by the General Meeting during prior years
and whose execution continued in 2015.
XXX – Attendance feesLastly, you are required to approve the attendance fees allocated
to the Board of Directors for 2015.
We propose that you allocate the sum of €215,000 to the Members
of the Board.
We hereby inform you that, as per the Appointments and
Compensation Committee’s proposal, the Board’s policy in respect
of the split of attendance fees takes into account Members’ high
attendance rate at Board meetings as well as the duties and
responsibilities that are incumbent upon them, although without
containing a variable portion, as recommended by point 21.1 of
the AFEP-MEDEF Code.
XXXI – Opinion on components of the compensation due or allocated in respect of the year ended 31 december 2015 to each of the company’s director corporate officers
In accordance with the recommendations of the AFEP-MEDEF
Code, as revised on 12 November 2015 (Article 24.3), a code
to which the Company refers pursuant to Article L.225-37 of
the French Commercial Code, the 7th to 9th 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 2015 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.
XXXII – Agreements entered into during the year ended 31 december 2015 between the Chief Executive Officer, the Chief Operating Officer, one of the Board members or one of the shareholders holding more than 10% of the voting rights, and companies of which the Company owns, directly or indirectly, more than half of the share capital
None.
IN RESPECT OF THE EXTRAORDINARY GENERAL MEETING
XXXIII – Authorisation to be given to the Board of Directors for the purpose of reducing the share capital by cancelling shares acquired in connection with article L.225-209 of the French Commercial Code
Like each year, we request you to renew the authorisation enabling
the Board of Directors to cancel within the legal limit, on one or
more occasions, all or some of the treasury shares, representing
a maximum of 10% of the Company’s current capital per period
of twenty-four months, it being specified that this limit applies
to the amount of the Company’s share capital adjusted, where
applicable, to take into account operations affecting the share
capital subsequent to this General Meeting, and to reduce the
share capital accordingly, by imputing the difference between the
purchase price of the shares cancelled and their nominal value
to the available premiums and reserves.
This authorisation would be valid for a period of eighteen months
and would replace the authorisation of the same nature granted
by the Combined Ordinary and Extraordinary General Meeting
of 21 May 2015.
No shares were cancelled by the Board of Directors during the
year ended 31 December 2015.
312015 ANNUAL REPORT
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2015
1MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015
XXXIV – 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 continue to give certain
employees and director 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 is to foster loyalty among these individuals and further 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 of the Company’s
value, are met.
Your Company having implemented an incentive payment
agreement within the meaning of Article L. 3312-2 of the French
Labour Code, the conditions set by Article L.225-197-6 of the
French Commercial Code are met and thus permit the allocation
of shares to director corporate officers of the Company under
the same conditions as for salaried employees.
You are reminded that for the purposes of corporate governance,
our Company refers to AFEP-MEDEF corporate governance code
for listed companies, revised on 12 November 2015, available on
the MEDEF website (hereinafter referred to as 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.225-197-
1 et seq. of the French Commercial Code, you authorise the
Board of Directors to allocate free shares to certain employees
and director corporate officers of the Company and of related
companies under the conditions set out in Article L. 225-197-2
of the French Commercial Code, under the prevailing statutory
and regulatory conditions.
The key features of the authorisation would be as follows:
❯ the total amount of the free shares that would be allocated
shall not exceed 4% of the Company’s share capital (on the
day that the shares are allocated);
❯ the total number of free shares that would be allocated
to director corporate officers of the Company and related
companies shall not exceed 40% of the total cap of 4% set
above;
❯ the allocation of said shares to their beneficiaries would become
definitive at the end of a vesting period determined by the
Board of Directors, having a minimum duration of one (1)
year; the Board of Directors could decide on the existence
and duration of a mandatory period for retention of the shares
by the beneficiaries, it being given that, in any event, the total
duration of the vesting and retention periods shall be no less
than two (2) years;
❯ the allocation of shares to their beneficiaries would become
definitive early prior to expiry of the vesting period applicable
in the event of the death or invalidity of the beneficiary
corresponding to classification in the second or third category
stipulated in Article L.341-4 of the French Social Security Code,
subject to the conditions, notably concerning performance,
set by the Board of Directors. Furthermore, in such cases,
said shares would be freely transferable;
❯ this authorisation would be granted for a period of thirty-eight
(38) months. It would replace, for its unutilised portion, the
authorisation given by the Combined Ordinary and Extraordinary
General Meeting of 22 May 2014.
The General Meeting would give the Board of Directors full
powers to designate the beneficiaries of the allocations, and set
the duration of the share vesting and retention periods.
For the shares that would be allocated, where applicable, to
the director corporate officers covered by Article L.225-197-1,
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 cessation of
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 22 March 2016, the
Board of Directors indicated that in the event that the General
Meeting’s authorisation is used, it would decide that the 15%
of the shares that would be allocated to the director 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 should also give an undertaking not to enter into any
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 granted
by the Combined Ordinary and Extraordinary General Meeting
of 21 May 2015 or an authorisation to trade in its own shares
approved subsequent to adoption of the resolution submitted for
approval by your General Meeting will ensure coverage of this
plan for the allocation of free shares.
You will now hear a reading of the report prepared by the Statutory
Auditors in accordance with the provisions of Article L.225-197-1,
I, paragraph 1, of the French Commercial Code.
We hope that you will support the foregoing and that you will vote
in favour of the resolutions submitted for your approval.
The Board of Directors
32 2015 ANNUAL REPORT
Le Bélier: 2015 report
on Corporate Social
Responsibility (CSR)
1. REPORTING SCOPE 34
2. ENVIRONMENTAL INFORMATION 342.1. GENERAL POLICY ON ENVIRONMENTAL MATTERS 34
2.2. POLLUTION AND WASTE MANAGEMENT 35
2.3. SUSTAINABLE UTILISATION OF RESOURCES 35
2.4. CLIMATE CHANGE 36
2.5. PROTECTION OF BIODIVERSITY 37
3. STAFF-RELATED INFORMATION 373.1. EMPLOYMENT 37
3.2. ORGANISATION OF WORK 39
3.3. STAFF RELATIONS 39
3.4. HEALTH AND SAFETY 40
3.5. TRAINING 40
3.6. DIVERSITY AND EQUAL OPPORTUNITIES/EQUAL TREATMENT 41
3.7. PROMOTION OF AND COMPLIANCE WITH THE PROVISIONS OF THE ILO’S CORE CONVENTIONS ON: 41
4. SOCIAL INFORMATION 424.1. TERRITORIAL, ECONOMIC AND SOCIAL IMPACT
OF THE COMPANY’S BUSINESS 42
4.2. RELATIONS WITH INDIVIDUALS AND ORGANISATIONS WITH AN INTEREST IN THE GROUP’S BUSINESS 42
4.3. SUBCONTRACTING AND SUPPLIERS 43
4.4. FAIR PRACTICES 43
4.5. RIGHTS OF MAN 43
2
332015 ANNUAL REPORT
LE BÉLIER: 2015 REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR)
2REPORTING SCOPE
1. REPORTING SCOPE
LB FAB LBD LBL LBW LBH LBM BSM LBK LBQ BQM
Holding
companyFoundry Foundry Foundry Foundry Foundry Foundry Machining Foundry Foundry Machining
France France China China China Hungary Hungary Hungary Serbia Mexico Mexico
2. ENVIRONMENTAL INFORMATION
2.1. GENERAL POLICY ON ENVIRONMENTAL MATTERS
Organisation adopted by the Company to take into account environmental issues and, where applicable, environmental measurement and certification proceduresSince 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. Five of our sites are already ISO 14001 certified and
the other sites have begun the certification process.
An environmental manager has been appointed at each site, as
well as at the level of the holding company.
Periodic and quarterly reports are compiled, mainly covering waste
management, regulatory compliance and all major environmental
events.
Staff training and awareness initiatives on protection of the environmentStaff 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 pollutionThe 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 on the ground. 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 2015, such expenditure mainly
concerned: replacement of a boiler with a less polluting model,
connection of wastewater to the city wastewater system in China,
installation of a sand recycling unit and the treatment of gaseous
effluents for a new production unit, implementation of water, gas
and electricity meters for better monitoring of consumption, 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 disputeThere have been no provisions for environmental risks since 2013.
In 2014, the Group acquired three new operating subsidiaries (two in China and one in Hungary). These subsidiaries have been
incorporated into the 2015 report.
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ENVIRONMENTAL INFORMATION
2.2. POLLUTION AND WASTE MANAGEMENT
Measures for the prevention, reduction and rectification of discharges into the air, water and soil causing serious harm to the environmentEach site endeavours to prevent and reduce any impacts on
the environment: storage of dangerous products and hazardous
wastes is managed in accordance with each country’s regulatory
requirements. Industrial wastewater is either treated in-house or
stored and treated by specialised external companies.
Atmospheric emissions are managed in accordance with each
country’s regulatory requirements.
The aluminium used as a raw material is clean: it is not mixed with
any organic matter (oil or grease), thereby considerably reducing
the likelihood of creating polluting discharges during the smelting
process. Our machining chips are not melted down in-house,
instead they are sold to external service providers to recover the
raw material. Shot-blasting and sandblasting stations are fitted
with suction and dust collection systems. The melting furnaces,
sand thermal regeneration equipment and boilers are fitted with
chimneys that channel and diffuse gaseous emissions.
For all new buildings and plant, the impact on the environment
is taken into account upfront in the design phase.
Measures for the prevention, recycling and disposal of wasteWaste 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 6,206 tonnes 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 activityNoise levels are measured at each site in accordance with the
regulations applicable in each country. In the last four years, no
complaints were recorded in respect of any of the Group’s plants.
Nevertheless, action plans have been implemented to reduce
noise levels at our sites, with an emphasis on holding talks with
residents and local authorities.
Furthermore, the noise impact of any new sites or equipment is
taken into account upfront in the design phase.
2.3. SUSTAINABLE UTILISATION OF RESOURCES
Water consumption and water supply according to local constraintsThe 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.
I WATER CONSUMPTION BY ACTIVITY
Foundry sites(in m3/t)
Machining sites(in m3/1,000 parts)
2012 2.35 1.80
2013 2.23 1.69
2014 1.94 1.63
2015 2.16 1.85
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Consumption of raw materials and measures taken to improve the efficiency of their usageThe 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 energiesThe production sites use gas (natural gas at all the foundry sites
other than a site in China that uses propane) mainly for smelting
aluminium and heating moulds.
They use electricity to keep the aluminium molten in the smelters,
for heat treatment of parts, for the production of compressed
air and for equipment used for machining and washing parts.
Each site is responsible for detailed monitoring of gas and electricity
consumption for all its installations and compiles a monthly report,
which is distributed and discussed at a monthly meeting with
the Group.
An Energy Club, bringing together all the energy managers for
the various sites, was set up in 2011. It meets at least twice a
year to undertake a comprehensive review of the results and
actions, and also to facilitate the sharing and mainstreaming of
best practices within the Group.
At Group level, the series of actions taken has facilitated a reduction
of more than 12% in the energy consumption ratio per tonne
produced since 2010.
I ENERGY CONSUMPTION BY ACTIVITY
Foundry sites(in kWh/T)
Machining sites(in kWh/1,000 parts)
2010 5,839 3,229
2011 5,442 2,104
2012 5,170 2,175
2013 5,125 2,183
2014 5,434 2,143
2015 5,122 2,092
Land useThe Group’s plants have a limited impact on land use. Also, for each new construction, the site’s impact on land use is taken into account.
2.4. CLIMATE CHANGE
Greenhouse gas emissionsAlthough 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 56,439t of CO2e, including 6,372t of CO2e
due to the combustion of propane.
Indirect emissions relating to the consumption of electricity by
the plants came to 55,806t of CO2e.
The Group’s total direct and indirect emissions thus reached
112,245t of CO2e.
Parts manufactured on any given continent are virtually all destined
for the local market, thereby limiting emissions caused by transport.
Business trips are limited, preference being given to the use of
videoconferencing.
In the area of product design, Le Bélier looks for solutions involving
the production of lighter parts for its automotive and aerospace
customers, thereby helping to reduce fuel consumption and CO2
emissions.
The Group does not have a transport fleet as it subcontracts
this activity.
Adaptation to the consequences of climate changeThe Group and its subsidiaries are not present in regions at risk
from potential climate change (desert regions, areas close to sea
level, island locations).
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STAFF-RELATED INFORMATION
2.5. PROTECTION OF BIODIVERSITY
Measures taken to develop biodiversityLand 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 regionThis 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 3,378 staff at 31 December 2015.
Having access to this information enables the Group to anticipate
staff replacement needs due to natural ageing, an imbalance
in terms of the male/female split, and staff welfare measures,
notably for seniors.
AGE PYRAMID FOR LE BÉLIER GROUP EMPLOYEES AT 31 DECEMBER 2015 (M/F)
6875
66646260585654525048464442403836343230282624222018
-80 -70 -60 -50 -40 -30 -20 -10 0 10 20 30 40 50 60 70 80
FM
Age
80 70 60 50 40 30 20 10 0 -10 -20 -30 -40 -50 -60 -70 -80
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GEOGRAPHIC ANALYSIS OF EMPLOYEES AT 31 DECEMBER 2015
41%13%
SERBIA
HUNGARY
8%20%
18%
FRANCEASIA
NORTHAMERICA
67%EUROPE
Hiring and dismissalsHiring 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.
2015LB
FranceFAB
FranceLBD
ChinaLBL
ChinaLBW
ChinaLBH
HungaryBSM
HungaryLBM
HungaryLBK
SerbiaLBQ
MexicoBQM
Mexico TOTAL
Additions 12 2 26 70 18 200 156 109 304 371 114 1,382
Departures 8 14 44 42 16 87 86 89 270 354 102 1,112
TOTAL FLOWS 4 (12) (18) 28 2 113 70 20 34 17 12 270
For LBK, due to the attractiveness of the Hungarian and German
labour markets and the availability of Hungarian passports to
Serbs of Hungarian descent, activity was hampered by high
turnover.
The percentage of dismissals is in the region of 4% of our
headcount.
CompensationCompensation 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.
The amount of wages and salaries and social security charges
recognised in 2015 is disclosed in the note to the consolidated
financial statements entitled “Staff costs and number of employees
of consolidated companies” included in the reference document.
Given the wide range of countries in which we operate, no relevant
conclusions can be drawn from a comparison of average salaries
by country.
Compensation levels are determined by two factors:
❯ 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.
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3.2. ORGANISATION OF WORK
Organisation of working timeThis is dependent on the legal and regulatory constraints applicable
in the countries in which our plants are located. The nature of our
foundry activities (round-the-clock production) implies the use
of shifts consisting of 3x8, 2x8, weekend and daytime working.
In the subsidiaries, the statutory working week comprises 35 hours
in France, 40 hours in Hungary, Serbia and China and 48 hours in
Mexico: these working hours are organised into shifts consisting
of 3x8, 2x8, weekend and daytime working.
Paid leave (for which the statutory number of days varies between
6 and 14 days in Mexico depending on length of service, 20 and
30 days in Hungary depending on age, 20 days in Serbia, 30 days
in France and between 5 and 15 days in China depending on
length of service) is specific to each industrial site and may vary
due to local cultural and/or religious practices that are taken
into account.
Quality of work lifeWe attach great importance to the living conditions of our
employees and each year, at our various sites, we undertake new
projects for the addition of new facilities (break room, washrooms,
cloakrooms, dining room, etc.).
AbsenteeismAbsenteeism 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).
I LEVEL 2 ABSENTEEISM RATES, BY SUBSIDIARY, IN 2015
% Level 2 hours of absence*
LBK Serbia
LBD China
FAB France
LBH Hungary
BSM Hungary
LBQ Mexico
BQM Mexico
LBL China
LBW China
LBM Hungary
Group average
(excl. LB)
2015 2.8% 1.0% 3.6% 2.0% 3.2% 3.0% 3.0% 0.7% 0.8% 5.2% 2.4%
* Level 2 hours of absence/(regular hours worked + additional hours + level 1 & 2 hours of absence).
LB being a non-productive holding company, the absenteeism rate has no impact on the Group’s industrial organisation.
3.3. STAFF RELATIONS
Organisation of staff dialogue, notably the procedures for informing and consulting employees and staff negotiationsStaff 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 agreementsEach year, the Group signs between five and seven 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 welfare
systems, collective incentive schemes and company savings
schemes.
In France, action plans covering generation contract, professional
equality and management of disabled employees have been
implemented, with regular monitoring by the Works Council.
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3.4. HEALTH AND SAFETY
Health and safety in the workplaceStaff safety is a major work focus for the Group. It has been
incorporated into our Group’s Values and has been significantly
developed since the end of 2011.
The very nature of our activities, which are exercised in a hot, noisy
and potentially dusty environment, calls for constant improvement
in working conditions, especially for our foundry workers. Medical
supervision, with the intervention of a specific occupational health
practitioner, is provided in accordance with the obligations and
procedures specific to each country.
Throughout the Group, wearing of personal protective equipment
(PPE) is mandatory and subject to distribution procedures;
failure to comply with these basic safety precautions may be
penalised.
With regard to occupational illness, repetition of certain tasks may
result in conditions classified in France as MSDs (musculoskeletal
disorders). The installation of automated systems and processes
has mitigated these risks.
For example, in France, dye penetrant automation and sawing
automation for certain equipment, helps reduce these risks.
Similarly, for example, in our Serbian subsidiary, the automation
of certain processes has replaced manual work.
Agreements signed with trade unions and staff representative bodies on health and safety in the workplaceOur Group has no such agreements in place.
Industrial accidents, notably their frequency and severity, and occupational illnessesSince the end of 2011, a work focus specific to industrial accidents
has been put in place, including establishment of a Safety Club
to share experience and good practices on this topic. In addition,
via Mars+, action plans relating to safety are reviewed by the
members of the Management Committee (CODIR). This work
focus is accompanied by an objective to reduce the frequency
index for our industrial accidents at Group level: this year, the
index is down 78% compared with 2011. At constant scope, when
excluding accidents due to the heatwave in Serbia, the number
of accidents was unchanged compared with 2014 and 2013.
The frequency index is defined by the following formula: (number
of accidents with downtime > 24h) x 1,000/available staff. This
index is tracked on a monthly basis and is compared with that
for the Light metals casting industry, which, at end-2014, stood
at 49.0 in France.
I FREQUENCY INDEX FOR INDUSTRIAL ACCIDENTS, BY SUBSIDIARY, IN 2015
LBK Serbia
LBD China
FAB France
LBH Hungary
BSM Hungary
LBQ Mexico
BQM Mexico
LBL China
LBW China
LBM Hungary
Group average
(excl. LB)
2015 16.8 0.0 4.9 8.3 6.0 24.7 24.1 12.4 0.0 9.4 10.4
3.5. TRAINING
Training policies implementedThese 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.
Language training falls within the scope of Individual Training Rights
(droit individuel à la formation – DIF) in order to offer certification
at the end of the training modules.
In 2015, training budgets represented 1.8% of gross payroll (i.e.
the equivalent of 31,041 hours of training).
The severity rate is not tracked in all countries (only for the French subsidiary FAB, for which it stands at 0.18); our main objective being
to target zero accidents (i.e. a frequency objective), via a high-priority safety policy, managed at Group level.
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STAFF-RELATED INFORMATION
3.6. DIVERSITY AND EQUAL OPPORTUNITIES/EQUAL TREATMENT
Policy implemented and measures taken to promote equality between men and womenIn France, each year (in connection with the Mandatory Annual
Negotiations), the situation between men and women in terms
of pay and position is examined. Lessons are drawn from this
analysis.
Within our Group, there are no practices that discriminate between
men and women, either at the time of hiring or during their careers,
and no legal action has ever been brought against the Group on
this matter. Women represent around 1/3 of the Group’s total
workforce. With regard to the in-house training provided, women
are treated the same as men.
Policy implemented and measures taken to promote employment and integration of the disabledOur 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 discriminationFor 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 bargainingWe comply with the laws of each country: our practices and
results reflect our respect for freedom of association and the
right to collective bargaining.
Elimination of discrimination regarding employment and occupationOne 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.).
Abolition of forced or compulsory labourAll our employees have signed an employment contract.
Effective abolition of child labourAll 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.
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2SOCIAL INFORMATION
4. SOCIAL INFORMATION
4.1. TERRITORIAL, ECONOMIC AND SOCIAL IMPACT OF THE COMPANY’S BUSINESS
Development of our activities benefits, above all, employment of the local population, which provides our manual workers and a large
proportion of our technicians.
We make use of near-sourcing in various fields: mechanical engineering, local services, temporary staffing, etc.
4.2. RELATIONS WITH INDIVIDUALS AND ORGANISATIONS WITH AN INTEREST IN THE GROUP’S BUSINESS
Conditions for dialogue with these individuals and organisationsThe parties concerned here are customers, suppliers, shareholders
and local authorities.
The conditions for dialogue with the social partners are elaborated
below.
CustomersWe 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.
SuppliersWe 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.
ShareholdersVia our quarterly press releases and six-monthly information
meetings, as well as our reference document, we endeavour to
deliver reliable and up-to-date information.
Local authoritiesFor 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 initiativesWe have no specific policy on this matter.
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SOCIAL INFORMATION
4.3. SUBCONTRACTING AND SUPPLIERS
Consideration given to social and environmental issues in the Company’s purchasing policyThe Group’s purchasing policy is not directly covered by a
framework of social and environmental standards.
Nevertheless, several key principles and specific initiatives
effectively help limit the environmental footprint of the Group’s
purchases:
a. Bulk purchasing
Each Group company deploys an action plan aimed at local
bulk purchasing.
The objective, soon met, is to limit sourcing to five suppliers
for each category of purchases (electrical, mechanical and
hydraulic parts, production consumables, chemicals, fluids,
etc.).
One of the key consequences of this bulk sourcing initiative
is that it reduces road transport flows.
Tracking is carried out on the basis of six-monthly purchasing
statistics.
Again with a view to reducing road transport, wherever possible,
we favour delivery of heavy goods by means of transport other
than road freight.
b. “Recycled aluminium”
We increased our supplies of recycled aluminium in 2015 by
using crushed parts from car recycling.
c. 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 responsibilityCriteria 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.
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 manWe have no specific policy on this matter.
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44 2015 ANNUAL REPORT
Consolidated financial
statements and notes for
the year ended 31 December
2015
3.1. FINANCIAL STATEMENTS 463.1.1. Consolidated income statement 46
3.1.2. Statement of comprehensive income 46
3.1.3. Consolidated statement of financial position 47
3.1.4. Statement of changes in consolidated shareholders’ equity 48
3.1.5. Consolidated cash flow statement 49
3.2. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015 50
3
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CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015
3FINANCIAL STATEMENTS
3.1. FINANCIAL STATEMENTS
3.1.1. CONSOLIDATED INCOME STATEMENT
I CONSOLIDATED INCOME STATEMENT – IFRS
In thousands of euros Notes 2015 (12 months) 2014 (12 months)
Revenue 3.1.1; 4.1 318,458 258,749Other operating income 3.1.2 1,185 1,044
Income from ordinary activities 319,643 259,793Purchases consumed (157,563) (125,689)
Staff costs 3.1.3 (56,995) (48,453)
External charges (53,014) (48,829)
Taxes and duties other than corporation tax (3,521) (2,851)
Net charge for depreciation, amortisation and impairment of non-current
assets (13,620) (11,096)
Net charge to provisions 3.1.5 (242) 100
Change in inventory of work-in-progress and finished goods (331) 2,400
Other current operating income and expenses 3.1.6 (224) (302)
Current operating income 34,133 25,073Other operating income and expenses 3.1.7 (624) (987)
Operating profit 33,509 24,086Income from cash and cash equivalents 3.1.8 212 301
Interest expense 3.1.8 (2,241) (1,971)
Net finance costs (2,029) (1,670)Other financial income and expense 3.1.8 163 (564)
Income before tax 31,643 21,852Corporation tax 3.1.9 (8,163) (5,081)
Net income from continuing operations 23,480 16,771Net income from discontinued operations
NET INCOME FOR THE YEAR 23,480 16,771
Group share 23,480 16,771
Non-controlling interests
Earnings per share (in euros) 3.1.10 3.94 2.76Diluted earnings per share (in euros) 3.1.10 3.86 2.70
3.1.2. STATEMENT OF COMPREHENSIVE INCOME
I STATEMENT OF COMPREHENSIVE INCOME
In thousands of euros 2015 (12 months) 2014 (12 months)
NET INCOME FOR THE YEAR 23,480 16,771Actuarial gains and losses on employee benefits 60 (564)
of which, income/(charges) borne in equity 60 (564)
of which, impact at 1/1/2012 of IAS 19 revised 0 0
Sub-total of items that cannot be recycled in the income statement, net of tax 60 (564)Gains and losses arising from translation of the financial statements 1,233 (729)
Hedges of future cash flows (202) 0
of which, income/(charges) borne in equity (202) 0
of which, income/(charges) transferred to profit or loss for the period 0 0
Sub-total of items that can be recycled in the income statement 1,031 (729)Sub-total of net income/(charges) recognised directly in equity 1,091 (1,293)COMPREHENSIVE INCOME 24,571 15,478
Group share 24,571 15,478
Non-controlling interests 0 0
46 2015 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015
3
FINANCIAL STATEMENTS
3.1.3. CONSOLIDATED STATEMENT OF FINANCIAL POSITION
I CONSOLIDATED STATEMENT OF FINANCIAL POSITION – IFRS
ASSETS
In thousands of euros Notes 31/12/2015 31/12/2014 revised(1)
NON-CURRENT ASSETSGoodwill (1) 3.2.1 to 3.2.3; 3.2.5 13,473 13,473
Other intangible assets 3.2.1 to 3.2.3; 3.2.5 4,035 3,229
Property, plant and equipment 3.2.1 to 3.2.3; 3.2.5 91,200 85,092
of which, land 3,331 3,509
of which, buildings 20,848 21,269
of which, industrial equipment (1) 3.2.1 43,227 41,671
of which, other property, plant and equipment (1) 3.2.1 23,794 18,643
Investment property 0 0
Equity interests 0 0
Available-for-sale securities 0 0
Other non-current financial assets 336 318
Deferred tax assets 1,722 1,986
110,766 104,098CURRENT ASSETSInventories 3.2.5; 3.2.6 28,910 28,605
Trade receivables 3.2.5; 3.2.6 58,501 51,827
Other current assets 3.2.5; 3.2.6 8,802 9,125
Current tax assets 3.2.8 2,555 1,402
Cash and cash equivalents 3.2.9 70,144 39,350
Financial instruments 3.2.10; 4.2 801 0
Assets slated for disposal 0 0
169,713 130,309TOTAL ASSETS 280,479 234,407
SHAREHOLDERS’ EQUITY AND LIABILITIES
In thousands of euros Notes 31/12/2015 31/12/2014 revised(1)
SHAREHOLDERS’ EQUITY 3.2.11
Share capital 10,005 10,005
Additional paid-in capital 9,826 9,826
Reserves 78,108 67,086
Translation adjustments (10,790) (12,023)
Treasury shares 0
Net income for the year 23,480 16,771
Non-controlling interests 0
110,629 91,665NON-CURRENT LIABILITIESLong-term borrowings 3.2.12 65,304 47,880
Deferred tax liabilities (1) 3.2.1; 3.2.13 866 1,465
Non-current provisions 3.2.14; 3.2.15 3,237 3,124
Other non-current liabilities 3.2.16 3,801 2,284
73,208 54,753CURRENT LIABILITIESShort-term borrowings 3.2.12 9,325 13,221
Current portion of long-term borrowings 3.2.12 18,217 17,429
Current tax liability 0
Current provisions 3.2.14 395 279
Financial instruments 3.2.18 107 0
Trade payables 48,318 41,220
Other current liabilities 3.2.17 20,280 15,840
Liabilities relating to assets slated for disposal
96,642 87,989TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES 280,479 234,407
(1) Comparative fi gures have been restated for adjustments relating to provisional goodwill recognised at the end of the fi nancial year 2014 (see Note 3.2.1). The impacts on the comparative income statement have been deemed immaterial.
472015 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015
3FINANCIAL STATEMENTS
3.1.4. STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY
I STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY – IFRS
In thousands of eurosShare
capital
Additional paid-in capital
Consolidated reserves and
net incomeTranslation
reserves
Other income
and expenses
recognised directly in
equity
Group share of
equity
Non-controlling
interests Total
SHAREHOLDERS’ EQUITY
AT 31/12/2013 10,005 9,826 71,725 (11,294) (693) 79,569 0 79,569
2014 net income 16,771 16,771 16,771
Actuarial gains and losses
on employee benefits (564) (564) (564)
Gains and losses arising from
translation of the financial
statements (729) (729) (729)
2014 comprehensive income 0 0 16,771 (729) (564) 15,478 0 15,478Dividends paid (2,101) (2,101) (2,101)
Share buybacks (2,593) (2,593) (2,593)
Performance share plan 1,312 1,312 1,312
SHAREHOLDERS’ EQUITY
AT 31/12/2014 10,005 9,826 85,114 (12,023) (1,257) 91,665 0 91,665
Impact at 1/1/2015 of IFRIC 21 41 41 41
SHAREHOLDERS’ EQUITY
AT 1/1/2015 AFTER THE
IMPACT OF IFRIC 21 10,005 9,826 85,155 (12,023) (1,257) 91,706 0 91,706
2015 net income 23,480 23,480 23,480
Actuarial gains and losses
on employee benefits 60 60 60
Gains and losses arising from
translation of the financial
statements 1,233 1,233 1,233
Hedging of future cash flows (202) (202) (202)
2015 comprehensive income 0 0 23,480 1,233 (142) 24,571 0 24,571Dividends paid (3,022) (3,022) (3,022)
Share buybacks (4,517) (4,517) (4,517)
Performance share plan 1,891 1,891 1,891
SHAREHOLDERS’ EQUITY
AT 31/12/2015 10,005 9,826 102,987 (10,790) (1,399) 110,629 0 110,629
48 2015 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015
3
FINANCIAL STATEMENTS
3.1.5. CONSOLIDATED CASH FLOW STATEMENT
I CONSOLIDATED CASH FLOW STATEMENT
In thousands of euros Notes 2015 2014
CASH FLOW FROM OPERATING ACTIVITIESNet income for the year 3.1.10 23,480 16,771Non-cash items:
Depreciation, amortisation and provisions 14,464 11,786
Cost of performance share plans not disbursed 3.1.3 1,891 1,312
Unrealised exchange gains and losses arising from changes in fair value
of financial instruments and exchange rate movements 3.1.8 676 (91)
Change in deferred taxes 3.1.9 (292) (511)
Reversal of investment grants 3.2.16 (253) (199)
Gains and losses on disposal of non-current assets 122 23
Cash flow from operations 40,088 29,091Impact of change in timing of cash flows
Change in working capital requirement 4,531 3,991
Net cash flow from operating activities (A) 44,619 33,082CASH FLOW FROM INVESTING ACTIVITIESOutflows resulting from the acquisition of non-current assets 3.2.2 (20,894) (27,593)
Inflows resulting from the sale of non-current assets 84 133
Changes in long-term investments (37) (60)
Investment grants received 3.2.16 1,666 0
Net cash allocated to acquisitions and disposals of subsidiaries
(change in scope) 0 (22,937)
Net cash flow from (used in) investing activities (B) (19,181) (50,457)Free cash Flow (A) + (B) 25,438 (17,375)CASH FLOW FROM FINANCING ACTIVITIESAmounts received from shareholders as a result of a capital increase
Treasury shares 3.2.11.3 (4,517) (2,593)
Dividends paid to shareholders of the parent company 3.2.11.4 (3,022) (2,101)
Dividends paid to non-controlling interests in consolidated subsidiaries
New borrowings raised 3.2.12 41,314 39,093
Borrowings repaid 3.2.12 (24,107) (26,003)
Advances received from third parties
Net cash flow from financing activities (C) 9,668 8,396Impact of changes in the consolidation scope (E) 0 0
Impact of net changes in exchange rates – translation adjustments (D) (416) (171)
NET CHANGE IN CASH POSITION (A+B+C+D+E) 34,690 (9,150)
Opening cash and cash equivalents (F) 3.2.9 26,129 35,279
CLOSING CASH AND CASH EQUIVALENTS (A+B+C+D+E+F) 3.2.9 60,819 26,129
492015 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015
3NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3.2. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015
Group presentationLE 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, and since 29 January
2016, compartment B.
1. Accounting policies
1.1. Approval of the financial statementsThe consolidated financial statements for the year ended
31 December 2015 were approved by Le Bélier’s Board of
Directors on du 22 March 2016.
These financial statements will be submitted for approval by the
shareholders during the General Meeting of 19 May 2016.
1.2. Basis for preparation of the consolidated financial statements
1.2.1. Statement of complianceThe consolidated financial statements for the year ended
31 December 2015 were prepared in accordance with the
framework of IFRS (International Financial Reporting Standards)
as adopted by the European Union at 31 December 2015 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 2015 financial
statements are those published in the Official Journal of the
European Union at 31 December 2015 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 2015, in particular:
❯ IFRS annual improvements (2011-2013)
These new texts published by the IASB (International Accounting
Standards Board) did not have a material impact on the Group’s
financial statements.
❯ IFRIC 21 – Taxes
Application of IFRIC 21 prompted the Company to recognise
in expenses for the period the cost of 2014 taxes payable at
1 January 2015, with a corresponding increase in reserves at
1 January 2015, for an amount of €41 thousand.
The impact of this interpretation on the 2014 comparative
consolidated financial statements is deemed to be immaterial.
Standards and interpretations adopted by the European Union whose application was not mandatory for the 2015 financial statements
The Group did not opt for the early application of any standards or
interpretations whose application was not mandatory at 1 January
2015:
❯ amendment IAS 19: Defined benefit plans: employee
contributions;
❯ amendments to IAS 16 and IAS 41: Productive plants;
❯ amendments to IFRS 11: Acquisition of an interest in a joint
operation;
❯ amendments to IAS 16 and IAS 38: Clarification on acceptable
methods of depreciation and amortisation;
❯ amendment to IAS 1: Presentation of financial statements:
Disclosure initiative;
❯ IFRS improvements (2010-2012 cycle);
❯ IFRS improvements (2012-2014 cycle).
The Group is currently assessing the impacts resulting from the first
application of these new texts. It does not anticipate a significant
impact on its financial statements.
Furthermore, the Group does not apply any standards or
interpretations that have been published by the IASB but not
yet adopted by the European Union.
1.2.2. Basis of consolidationAll companies included in the consolidation scope are fully
consolidated.
1.2.3. Closing dateAll consolidated companies closed their accounts on 31 December
2015.
1.2.4. Assumptions and estimatesIn 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.
50 2015 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015
3
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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 3.2.15), measurement of provisions
for contingencies (See Note 3.2.14), useful lives for non-current
assets (See Note 1.4.3), deferred taxes (See Note 3.2.13) and
measurement of the fair value of share-based payments (See
Note 3.2.11).
These estimates are established on the basis of information
available at the time the financial statements were prepared.
Estimates may be revised if the circumstances on which they are
based change or pursuant to new information emerging. Actual
results may differ from those based on these assumptions and
estimates.
The main assumptions concerning future events and other potential
uncertainties resulting from the use of estimates at the closing
date, including changes in the period that may result in a material
change in the carrying amounts of assets and liabilities, concern
in particular the impairment of non-financial assets, deferred tax
assets and provisions for contingencies and expenses (see below).
1.2.5. Highlights of the yearNone.
1.2.6. Events after the reporting periodNone.
1.3. Accounting changes
1.3.1. Change in presentationThe presentation of the Group’s consolidated financial statements
for the year ended 31 December 2015 is identical to that used for
the 2014 consolidated financial statements, with the exception
of the impact of the definitive allocation of the goodwill on
consolidation presented in Note 3.2.1.
1.4. Main accounting policies
1.4.1. Presentation of the statement of financial position
In compliance with IAS 1, Presentation of Financial Statements,
the presentation of the statement of financial position separates
current assets and liabilities from non-current assets and liabilities.
Operating assets and liabilities as well as those due in less than
12 months from the end of the reporting period are classified as
current, all others as non-current.
1.4.2. Business combinationsBusiness combinations are recognised using the acquisition
method. As such, the identifiable assets, liabilities and contingent
liabilities of the company acquired are recognised at their fair
value on the acquisition date, with the exception of non-current
assets held for sale, which are recognised at their fair value less
costs to sell in accordance with IFRS 5.
When a goodwill amount is determined on a provisional basis at
the end of the financial year in which the acquisition was made,
the Group recognises the adjustments to these provisional values
within a period of one year from the acquisition date in the event
of new information relating to facts or circumstances existing at
the acquisition date.
If the changes between the provisional values and the final values
have a material impact on the presentation of the consolidated
financial statements, the comparative information presented for
the periods preceding finalisation of the fair values is restated as
if the values had been finalised on the acquisition date.
On the acquisition date, goodwill corresponds to the difference
between:
❯ the fair value of the consideration transferred in exchange for
control of the company, including any earnouts, plus the amount
of any non-controlling interests in the company acquired and,
in a business combination achieved in stages, the fair value
on the acquisition date of the stake previously held by the
acquirer in the company acquired, re-measured through profit
or loss; and
❯ the fair value of any identifiable assets acquired and liabilities
assumed on the acquisition date.
When the goodwill is negative, it is recognised immediately in
profit or loss.
Costs that are directly attributable to the business combination,
other than those relating to the issuance of debt or capital
securities, are recognised as an expense in the period and
presented in “Other operating income and expenses” in the
consolidated income statement.
1.4.3. Non-current assets1.4.3.1. 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.
512015 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015
3NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Other intangible assets are amortised using the straight-line
method over their useful lives, which must not exceed five years.
The Group has no business goodwill arising from business
combinations prior to 1 January 2004, nor any start-up costs
or brands.
1.4.3.2. PROPERTY, PLANT AND EQUIPMENT
In compliance with the option available under IFRS 1, First-time
Adoption of International Financial Reporting Standards, the Group
opted for re-measurement at fair value on the basis of deemed
cost, corresponding to the new depreciated historical cost, of
certain categories of property, plant and equipment in the opening
balance sheet as at 1 January 2004.
These re-measurements were supported by appraisals by
an independent firm. They covered all assets subject to the
component approach and property, itself recognised under the
component approach, except for assets in China and Serbia that
were immaterial in the opening balance sheet as at 1 January
2004 in terms of non-current asset value.
Gross values of non-current assets represent their acquisition
or production cost, including direct and indirect production
expenses in connection with normal activity. These costs include
notably transfer taxes, fees, commissions and legal costs directly
attributable to the acquisition or construction of the assets.
Borrowing costs that are directly attributable to the acquisition,
construction or production of an asset that requires a long period
of preparation before being brought into use are incorporated into
the initial cost of this asset, in accordance with IAS 23 (amended).
Depreciation of property, plant and equipment is calculated to
reflect the pattern of consumption of the expected economic
benefits for each asset based on the acquisition cost and subject
to allowing for any residual value. The straight-line method is used.
The Group reviews these depreciation schedules annually on the
basis of the actual useful lives of its property, plant and equipment.
Furthermore, the Group has analysed all its industrial processes
and has isolated from among its industrial equipment those major
components for which a specific depreciation schedule must be used.
Main depreciation and amortisation periods and methods DurationDepreciation/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
Component-based approach
■ 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
Industrial equipment, general case 6 2/3 years Straight-line
Except for industrial equipment managed using the component-based
approach
5 to 15 years
(depending on the components)
Straight-line
Production moulds 3 years Straight-line
Vehicles 5 years Straight-line
Other non-industrial non-current assets 4 years Straight-line
IT equipment 2 years Straight-line
Items financed under finance leases are recognised as non-current
assets as if they had been financed by means of borrowings
when the leases substantially transfer to the Group all the risks
and rewards inherent to ownership of these assets.
In compliance with IAS 17, the main criteria used for assessing
finance leases are as follows:
❯ the relationship between the useful lives of the assets leased
and the lease term;
❯ the comparison between future payments and the asset’s
fair value;
❯ the existence of a clause for transfer of ownership or a purchase
option;
❯ the specific nature of the asset.
Significant non-current assets transferred through a leaseback
arrangement are retained in the statement of financial position
at their original value and continue to be depreciated. The
corresponding obligations to the lessors are recognised in
borrowings. Lease payment instalments are broken down between
repayment of the principal and borrowing costs.
52 2015 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015
3
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1.4.4. Impairment of assetsIAS 36 establishes the procedure to be followed by an enterprise
in order to ensure that the carrying amount of its assets does
not exceed their recoveable amount, i.e. the amount recovered
through their use or sale.
When it is not possible to determine the recoverable value of the
assets individually, the assets are combined into cash generating
units (CGUs) for which this value is then determined.
Other than for goodwill and intangible assets with an indefinite
life that are subject to systematic annual impairment tests, the
recoverable value of an asset is estimated whenever there are any
indicators showing that this asset might have been impaired. The
impairment indicators are reviewed at the end of each reporting
period.
Le Bélier Group’s CGUs are based on its operational organisation
by business. A cash-generating unit is the smallest identifiable
group of assets that generates cash inflows from continuing use
that are largely independent of the cash inflows generated by
other groups of assets (i.e. production sites).
Non-current assets (goodwill, intangible assets and property,
plant and equipment) are impaired when, because of events or
circumstances occurring in the period (obsolescence, physical
deterioration, significant changes in the method of use, weaker-
than-expected performances, decline in revenue or other external
indicators, etc.), their recoverable amount is considered to be
durably lower than the carrying amount.
The recoverable amount is defined as the higher of fair value less
costs to sell and value in use.
Fair value less costs to sell represents the best estimate of the
amount obtainable from the sale of an asset in an arm’s length
transaction between knowledgeable, willing parties. This estimate
is determined on the basis of available market information and
taking into account specific situations.
The value in use used by the Group corresponds to the value of
the expected future economic benefits derived from an asset’s
use and subsequent disposal. This is determined on the basis of
the present value of the future cash flows of each CGU, including
goodwill. Such amounts are determined by reference to economic
assumptions and projections of operating conditions used by
Group management.
Assets or groups of assets are tested for impairment by comparing
their recoverable amount with their carrying amount. When a
write-down is considered necessary, the amount recognised is
equal to the difference between the carrying amount and the
recoverable amount.
When reversing impairment provisions, the amount reversed must
not exceed the carrying amount of the asset that would have
been recorded if no impairment losses had been recognised in
prior periods. Impairment recognised in respect of goodwill is
never reversed.
1.4.5. InventoriesIn accordance with IAS 2, inventories are measured at the lower
of cost and net realisable value.
Goods purchased for resale and supplies are measured at
acquisition cost, comprising the purchase price and incidental
expenses.
Products and work-in-progress are measured at production
cost, comprising purchases consumed and direct and indirect
production costs based on normal activity.
Finished goods and tooling and parts in progress are valued at
the lower of production cost and realisable value.
The principles applied in respect of impairment are as follows:
An impairment loss is recognised for raw materials, supplies,
consumables, packaging and finished goods to take into account
a potential net realisable value, inventories to be written down
being identified based on criteria for slow inventory turnover.
1.4.6. Financial assets and liabilities – financial instruments
1.4.6.1. FINANCIAL ASSETS
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.
532015 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015
3NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1.4.6.2. 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.
1.4.6.3. 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.
1.4.6.4. 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.
1.4.7. 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.
1.4.8. Deferred taxIn compliance with IAS 12, Income Taxes, deferred tax assets
and liabilities are recognised on temporary timing differences
between the carrying amounts of assets and liabilities and their
tax bases, using the liability method, on the basis of the tax rate
that is most likely to apply on the date of reversal.
For each tax entity:
❯ deferred tax assets and liabilities are offset in order to establish
a net position;
❯ deferred tax assets on temporary differences or on losses
carried forward are recognised only up to the amount of the
net deferred tax liability when they are unlikely to be recovered.
In compliance with IAS 12, deferred tax assets and liabilities are
not discounted.
1.4.9. Investment grantsThe Group may receive investment grants in connection with
its activities.
These grants are recognised at their gross amount in “Other
non-current liabilities”.
They are released to the income statement, in “Other operating
income”, according to the same pattern as for the depreciation
charges on the equipment financed by the grants.
54 2015 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015
3
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1.4.10. Non-current provisions and liabilitiesProvisions are recognised at the end of the reporting period when
the Group has a present obligation as a result of a past event
that is likely to result in an outflow of resources whose timing is
still uncertain at the end of the reporting period but for which the
amount of the obligation can be reliably estimated.
1.4.11. Employee benefitsIn accordance with IAS 19, Employee Benefits, all identified benefits
granted to personnel are recognised. These include, notably,
retirement indemnities and termination benefits.
These employee benefits are subject to an annual actuarial
valuation based on:
❯ assumptions concerning inflation, wage increases, returns on
plan assets and the rates used to discount the obligations.
These assumptions may change from one year to the next;
❯ differences between these assumptions and actual outcomes.
The gross amount of these benefits is recognised in the statement
of financial position in “Non-current provisions” while changes
during the year are recognised in the income statement in “Net
charge to provisions” and “Other financial income and expense”
for the amount corresponding to financial expenses, with the
exception of actuarial gains and losses on retirement indemnities,
which are recognised in equity.
1.4.12. Share-based paymentsCertain 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.
1.4.13. 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”.
1.4.14. Other operating income and expensesThe Group uses current operating profit as the main performance
indicator and draws on the provisions of CNC recommendation
2009-R03 for its definition.
This financial aggregate corresponds to the operating profit of
companies controlled before taking into account “Other operating
income and expenses”.
This latter item comprises income and expenses of a material
amount that are considered as non-recurring or unusual.
In particular, these relate to:
❯ income and expenses directly attributable to business
combinations, other than those relating to the issuance of
debt or capital securities, and those relating to the disposal
of subsidiaries;
❯ the cost of restructuring measures, being mainly the cost of
staff departures, external charges generated by these measures
and site closure costs;
❯ changes in provisions raised for these restructurings, e.g.
provisions for the business rescue plan (plan de sauvegarde de
l’emploi – PSE) and the manpower plan (gestion prévisionnelle
de l'emploi et des compétences – GPEC).
The costs provisioned include pay in lieu of notice, contractual and
statutory redundancy payments, voluntary redundancy payments,
financial assistance for the creation or acquisition of a business,
mobility allowances, outplacement services costs, training
expenses and travel costs for staff covered by the agreement.
The provisions do not include costs for the retraining or relocation
of staff retained:
❯ changes in provisions for asset impairment following sharp
declines in activity and litigation provisions of an unusual or
non-recurring nature;
❯ any material litigation, not directly linked to the Group’s
operations.
1.4.15. Earnings per shareEarnings 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.
1.4.16. Cash and cash equivalentsCash 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.
1.4.17. Investment propertyInvestment property is recognised at historical cost less cumulative
depreciation and impairment.
These buildings are depreciated over a period not exceeding
25 years.
552015 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015
3NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2. Consolidation scope
2.1. Changes in the consolidation scopeNone.
2.2. List of consolidated companies
COMPANY (Business) Abbreviation Registered office
French company registration number
(SIRET)
31/12/2015
Control (%) Ownership (%)
LE BÉLIER S.A.(Holding company)
FB VERAC (33), FRANCE 39362977900017 100.00% 100.00%
FONDERIES ET ATELIERS DU BÉLIER (Foundry for light alloys)
FAB VERAC (33), FRANCE 59615014400019 100.00% 100.00%
LE BÉLIER DALIAN(Foundry for light alloys)
LBD DALIAN, CHINA Foreign subsidiary 100.00% 100.00%
LE BÉLIER HONGRIE SA(Foundry for light alloys)
LBH AJKA, HUNGARY Foreign subsidiary 100.00% 100.00%
BSM HUNGARY MACHINING Ltd(Machining)
BSM SZOLNOK, HUNGARY Foreign subsidiary 100.00% 100.00%
LBQ FOUNDRY Sa de CV(Foundry for light alloys)
LBQ QUERETARO, MEXICO Foreign subsidiary 100.00% 100.00%
BQ MACHINING Sa de CV(Machining)
BQM QUERETARO, MEXICO Foreign subsidiary 100.00% 100.00%
LE BÉLIER KIKINDA(Foundry for light alloys)
LBK KIKINDA, SERBIA Foreign subsidiary 100.00% 100.00%
LBO(Equipment leasing)
LBO VERAC (33), FRANCE 40307761300012 100.00% 100.00%
HDPCI(Holding company)
HDPCI HONG KONG Foreign subsidiary 100.00% 100.00%
LE BÉLIER LUSHUN(Foundry for light alloys)
LBL LUSHUN, CHINA Foreign subsidiary 100.00% 100.00%
LE BÉLIER WUHAN(Foundry for light alloys)
LBW WUHAN, CHINA Foreign subsidiary 100.00% 100.00%
LE BÉLIER MOHACS(Foundry for light alloys)
LBM MOHACS, HUNGARY Foreign subsidiary 100.00% 100.00%
❯ Le Bélier is an active holding company, providing services on
behalf of the Group.
❯ HDPCI, a wholly-owned subsidiary of Le Bélier, is the holding
company of three companies (LBL, LBW and LBM).
❯ The other consolidated subsidiaries are involved in the
fabrication of aluminium parts for components manufacturers
and automotive manufacturers, except for LBO, which leases
equipment.
2.3. Non-consolidated companiesNone.
56 2015 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015
3
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3. Notes to the consolidated financial statementsAll amounts are expressed in thousands of euros.
3.1. Consolidated income statement
3.1.1. Consolidated revenue by activity
2015 2014 Change
Foundries 270,660 213,234 26.9%
Machining 32,254 31,656 1.9%
Toolmaking 10,781 9,212 17.0%
Other(1) 4,763 4,647 2.5%
TOTAL 318,458 258,749 23.1%
(1) Includes notably the provision of services.
3.1.2. Other operating incomeIn accordance with IAS 20, the tax credit for competitiveness and employment (crédit d’impôt compétitivité emploi – CICE) has been
recognised as a grant and is included in “Other operating income” for an amount of €297 thousand in 2015 and €320 thousand in 2014.
3.1.3. Staff costs and number of employees of consolidated companies3.1.3.1. STAFF COSTS
2015 2014 Change
Wages and salaries 39,183 33,013 18.7%
Social security charges 12,056 11,134 8.3%
Other staff costs 5,756 4,306 33.7%
TOTAL STAFF COSTS 56,995 48,453 17.6%
In 2015, €2.2 million of staff costs related to performance share
plans, being €1.9 million for the fair value of benefits awarded
and €0.3 million for supplementary profit sharing.
In 2014, these performance share plans were recognised in staff
costs for an amount of €2.5 million, €1.3 million for the fair value
of benefits awarded, €0.9 million for employer contributions and
a €0.3 million supplement to the profit sharing agreement.
Costs relating to temporary and external staff are recorded in
“External charges” and represented an amount of €4,018 thousand
in 2015 and €5,537 thousand in 2014.
3.1.3.2. NUMBER OF EMPLOYEES AVAILABLE (INCLUDING TEMPORARY STAFF)
Year end Average
By country 31/12/2015 31/12/2014 2015 2014
France 243 286 278 322
Hungary 1,527 1,271 1,451 1,252
Serbia 602 557 596 534
China 784 399 781 405
Mexico 450 431 447 434
TOTAL 3,606 2,944 3,553 2,947
By type
Direct labour 2,354 1,949 2,349 1,955
Indirect labour 922 727 889 721
Administrative staff 330 268 315 271
TOTAL 3,606 2,944 3,553 2,947
Note: the headcount above for 2014 is presented excluding the acquisition of the HDPCI group; the additional corresponding headcount
is 490 at 31 December 2014.
572015 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015
3NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3.1.4. Research and development costsIn 2015, the amount of research and development costs
recognised directly in profit or loss was €166 thousand, including
€50 thousand of staff costs, compared with €223 thousand and
€139 thousand respectively in 2014.
Furthermore, in 2015, the Group recorded income of €388 thousand
in “Other operating income” in respect of a research tax credit in
France compared with €349 thousand in 2014.
3.1.5. Net charges to provisionsThis item can be analysed as follows:
2015 2014
Additions ReversalsNet (additions)
reversalsNet (additions)
reversals
Impairment of receivables 0 0 0 59
Provision for contingencies and expenses (376) 134 (242) 41
TOTAL NET (ADDITIONS) REVERSALS (376) 134 (242) 100
Note: net impairment of inventories is included as follows:
❯ for inventories of materials and consumables, a charge of
€185 thousand in “Purchases consumed”;
❯ for inventories of work-in-progress and finished goods, a charge
of €2 thousand in “Change in inventory of work-in-progress
and finished goods”.
3.1.6. Other current operating income and expenses
In 2015, other current operating income amounted to
€803 thousand and other current operating expenses totalled
€1,027 thousand.
3.1.7. Other operating income and expensesIn 2015, other operating income and expenses represented
a charge of €624 thousand compared with a charge of
€987 thousand in 2014.
During the year, this item included an expense of €596 thousand
for net charges for impairment of non-current assets in France
linked to the scheduled shutdown of certain long series automotive
projects and an expense of €28 thousand for impairment of stocks
of consumables.
3.1.8. Net financial income (expense)
2015 2014
Income from cash and cash equivalents 212 301
Borrowing costs (2,241) (1,971)
Net finance costs (2,029) (1,670)Realised currency gains (losses) 834 (655)
Unrealised currency gains (losses) (676) 91
Other financial income (expenses) 5 0
Other financial income and expenses 163 (564)NET FINANCIAL EXPENSE (1,866) (2,234)
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:
2015 2014
Financial income received 212 301
Financial income not received - -
TOTAL INCOME FROM CASH AND CASH EQUIVALENTS 212 301
Financial expenses disbursed (2,155) (1,890)
Financial expenses not disbursed (86) (81)
TOTAL BORROWING COSTS (2,241) (1,971)
Financial expenses not disbursed essentially relate to interest on staff benefits.
58 2015 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015
3
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3.1.9. Corporation tax3.1.9.1. ANALYSIS OF THE TAX CHARGE
2015 2014
Current tax income (charge) (8,455) (5,592)
Deferred tax income (charge) 292 511
TOTAL TAX INCOME (CHARGE) (8,163) (5,081)
The current tax charge relates mainly to the Hungarian, Chinese
and Serbian companies that generate taxable profits.
The losses of the French companies are not subject to recognition
of a deferred tax asset due to the lack of sufficient certainty on
their recoverability.
A deferred tax asset was recognised at 31 December 2014 in
respect of the tax losses in Mexico. At 31 December 2015, given
the profit generated during the year, this entire deferred tax asset
relating to tax losses was reversed, generating a deferred tax
charge of €596 thousand. However, a new deferred tax asset
was recognised in 2015 in respect of the temporary differences
relating to deprecation periods. The corresponding deferred tax
income amounts to €134 thousand.
3.1.9.2. DEFERRED TAX RATES
2015 2014
China 25% 25%
Hungary LBH 17% 17%
Hungary BSM 17% 16%
Hungary LBM 10% 10%
France 33.33% 33.33%
Mexico 30% 30%
Serbia 15% 15%
3.1.9.3. TAX PROOF
2015 2014
Income before tax 31,636 21,852
Theoretical tax (33.33%) (10,544) (7,283)Deferred tax assets not recognised on losses for the period (262) (78)
Impact of differences in tax rates 3,484 2,974
Impact of permanent and other differences (841) (694)
CORPORATION TAX RECOGNISED (8,163) (5,081)
3.1.10. Earnings per share
2015 2014
Net income (in thousands of euros) (A) 23,480 16,771Number of shares at 1 January 6,582,120 6,582,120
Number of shares created during the year 0 0
Number of shares at year end 6,582,120 6,582,120
Number of treasury shares 618,748 512,556
Adjusted weighted average number of ordinary shares for earnings per share (B) 5,963,372 6,069,564Number of dilutive instruments (stock purchase options and free share plan)(1) 123,617 130,675
Adjusted weighted average number of ordinary shares for diluted earnings per share (C) 6,086,989 6,200,239Earnings per share (in euros) (A x 1,000/B) 3.94 2.76
Diluted earnings per share (in euros) (A X 1,000/C) 3.86 2.70
(1) In 2015, like in 2014, 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.
592015 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015
3NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3.1.11. EBITDALE 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.
In thousands of euros
Statement of financial position at 31/12/2014
Published
Impacts of the allocation of goodwill on acquisition of
the HDPCI group
Statement of financial position at 31/12/2014
revised
AssetsGoodwill 14,383 (910) 13,473
Technical installations (gross amount) 156,094 1,115 157,209
Other property, plant and equipment (gross amount) 25,236 98 25,334
LiabilitiesDeferred tax liabilities 1,162 303 1,465
2015 2014
Current operating income 34,133 25,073Net charge for depreciation and amortisation on non-current assets 13,620 11,096
Net charge for contingencies and expenses (excluding impairment of current assets) 242 (41)
Reversals of investment grants (253) (199)
Gains on sales of non-current assets 1 23
Elimination of costs of non-disbursed performance share plans in staff costs 1,891 1,312
Elimination of costs of performance share plans in staff costs to be disbursed 282 1,166
EBITDA BEFORE TOTAL COST OF PERFORMANCE SHARE PLANS 49,916 38,430
3.2. Consolidated statement of financial position
3.2.1. Goodwill
31/12/2015 31/12/2014 revised 31/12/2014 published
Gross amount 13,473 13,473 14,383
Impairment 0 0 0
Net amount 13,473 13,473 14,383Analysis by company
not yet allocated(1) 0 0 13,833
LBL-LBW(2) 12,923 12,923 0
LBH 66 66 66
BSM 453 453 453
BMP 0 0 0
LBK 31 31 31
TOTAL 13,473 13,473 14,383
(1) On 29 July 2014, Le Bélier acquired the HDPCI group for an amount of €27,800 thousand. The net position of the sub-group acquired amounting to
€13,967 thousand on 31 July 2014, the goodwill on consolidation generated by this operation came to €13,833 thousand and had been provisionally recorded
in goodwill at 31 December 2014.
(2) Treatment of goodwill on consolidation: defi nitive allocation.
The Group deemed that no intangible asset was to be generated
during the year in which the acquisition price was allocated to
the assets and liabilities.
Analysis of the property, plant and equipment led to the
remeasurement of certain assets of the Chinese company LBL
based on their replacement costs. The lines “Technical installations”
and “Other property, plant and equipment” were thus revalued (in
cost terms) by an amount of €1,115 thousand and €98 thousand
respectively.
Goodwill was thus reduced by €910 thousand (after the impact
of deferred tax liabilities).
The remaining goodwill, being €12,923 thousand, was allocated to
the economic group represented by the two Chinese subsidiaries
LBL and LBW.
These operations were recognised in the statement of financial
position at 31 December 2014, prompting the Group to present a
revised statement of financial position. The table below shows the
operations carried out and their impacts on the lines concerned:
60 2015 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015
3
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3.2.2. Intangible assets and property, plant and equipment (cost)3.2.2.1. COST AT 31 DECEMBER 2014 (INCLUDING GOODWILL)
Movements during the year 31/12/2013Changes in
scopeTranslation differences Acquisitions Disposals 31/12/2014
Goodwill 550 13,833 14,383Development costs(1) 565 (10) 679 1,234
Concessions and patents(2) 5,578 750 66 387 (442) 6,339
Other intangible assets 0 0
Advances and payments on account 0 293 293
Other intangible assets 6,143 750 56 1,359 (442) 7,866Land(2) 3,142 415 (48) 3,509
Buildings and fixtures and fittings(2) 36,837 5,406 (463) 1,481 (326) 42,935
Technical installations(2) 146,764 5,551 (3,367) 15,536 (8,390) 156,094
Other property, plant and equipment,
assets in progress and advances and
payments on account(2) 17,942 2,326 (487) 9,217 (3,762) 25,236
Property, plant and equipment 204,685 13,698 (4,365) 26,234 (12,478) 227,774TOTAL NON-CURRENT ASSETS 211,378 28,281 (4,309) 27,593 (12,920) 250,023
(1) Amounting to €1,048 thousand at the year end, development costs essentially concerned the NODE(*) project and development of the production process.
The items capitalised essentially comprise the payroll relating to this project. The amortisation period used is fi ve years. At 31 December 2014, they had not
yet been brought into service.
(2) Including non-current assets fi nanced under fi nance leases of €40,004 thousand at the end of the reporting period.
(*) NODE: The NODE project is attached to a major platform of a large European carmaker. It involves 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.
3.2.2.2. COST AT 31 DECEMBER 2015 (INCLUDING GOODWILL)
Movements during the year31/12/2014
revisedTranslation differences Acquisitions Disposals 31/12/2015
Goodwill(1) 13,473 13,473Development costs(2) 1,234 2 870 2,106
Concessions and patents(3) 6,339 56 603 (4) 6,994
Other intangible assets 0 0
Advances and payments on account 293 (168) 125
Other intangible assets 7,866 58 1,305 (4) 9,225Land(3) 3,509 (76) 3,433
Buildings and fixtures and fittings(3) 42,935 223 1,088 (18) 44,228
Technical installations(3) 157,209 (78) 12,872 (2,469) 167,534
Other property, plant and equipment,
assets in progress and advances and payments
on account(3) (4) 25,334 155 5,629 (173) 30,945
Property, plant and equipment 228,987 224 19,589 (2,660) 246,140TOTAL NON-CURRENT ASSETS 250,326 282 20,894 (2,664) 268,838
(1) Goodwill: see Note 3.2.1.
(2) Over the period, the Group capitalised an additional amount of €870 thousand corresponding to staff costs allocated to the NODE project. At 31 December
2015, the total amount carried in assets was €1,918 thousand. At 31 December 2015, they had not yet been brought into service. Long series start-up is
expected to take place in 2016.
(3) Including non-current assets fi nanced under fi nance leases of €39,343 thousand at the end of the reporting period.
(4) Assets in progress acquired during the period mainly correspond to equipment intended for the launch of new products and which will be brought into
service shortly, such as NODE.
612015 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015
3NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3.2.3. Amortisation, depreciation and impairment of intangible assets and property, plant and equipment
3.2.3.1. AMORTISATION, DEPRECIATION AND IMPAIRMENT AT 31 DECEMBER 2014
Movements during the year 31/12/2013Changes in
scopeTranslation differences
Amortisation and
depreciation
Reversals (on
disposals)Impairment provisions
Reversals of impairment provisions 31/12/2014
Goodwill 0 0Development costs 166 (10) 9 165
Concessions and patents(1) 4,457 101 (22) 379 (443) 4,472
Other intangible assets 0 0
Other intangible assets 4,623 101 (32) 388 (443) 0 0 4,637Land(1) 0 0
Buildings and fixtures and fittings(1) 20,156 644 (479) 1,588 (267) 56 (32) 21,666
Technical installations(1) 115,055 2,314 (2,867) 8,599 (7,905) 705 (363) 115,538
Other property, plant and equipment,
assets in progress and advances
and payments on account(1) 9,907 358 (230) 521 (2,865) (1,000) 6,691
Property, plant and equipment 145,118 3,316 (3,576) 10,708 (11,037) 761 (1,395) 143,895TOTAL NON-CURRENT ASSETS 149,741 3,417 (3,608) 11,096 (11,480) 761 (1,395) 148,532
(1) Including amortisation and depreciation of non-current assets fi nanced under fi nance leases of €29,925 thousand at the end of the reporting period.
3.2.3.2. AMORTISATION, DEPRECIATION AND IMPAIRMENT AT 31 DECEMBER 2015
Movements during the year 31/12/2014Translation differences
Amortisation and
depreciationReversals (on
disposals)Impairment provisions
Reversals of impairment provisions 31/12/2015
Goodwill 0 0Development costs 165 2 7 174
Concessions and patents(1) 4,472 (6) 554 (4) 5,016
Other intangible assets 0 0
Other intangible assets 4,637 (4) 561 (4) 0 0 5,190Land(1) 0 102 102
Buildings and fixtures and fittings(1) 21,666 (26) 1,766 (21) (5) 23,380
Technical installations(1) 115,538 (63) 10,697 (2,259) 597 (203) 124,307
Other property, plant and equipment, assets
in progress and advances and payments on
account(1) 6,691 53 580 (173) 7,151
Property, plant and equipment 143,895 (36) 13,043 (2,453) 699 (208) 154,940TOTAL NON-CURRENT ASSETS 148,532 (40) 13,604 (2,457) 699 (208) 160,130
(1) Including non-current assets fi nanced under fi nance leases of €30,419 thousand at the end of the reporting period.
62 2015 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015
3
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3.2.4. Leases3.2.4.1. CARRYING AMOUNT OF NON-CURRENT ASSETS UNDER FINANCE LEASES
At 31 December 2015:
Type of asset under finance lease CostAmortisation and
depreciation Carrying amount
Concessions, patents and licences 2,204 2,021 183
Land 730 0 730
Buildings 12,433 7,321 5,112
Equipment 23,874 20,975 2,899
Non-current assets in progress 102 102 0
TOTAL 39,343 30,419 8,924
At 31 December 2014:
Type of asset under finance lease CostAmortisation and
depreciation Carrying amount
Concessions, patents and licences 2,204 1,754 450
Land 727 0 727
Buildings 12,405 6,928 5,477
Equipment 24,566 21,166 3,400
Non-current assets in progress 102 77 25
TOTAL 40,004 29,925 10,079
The finance leases entered into by the Group relate to property and IT and industrial equipment.
They do not include any conditional lease payments and do not provide for sub-letting.
3.2.4.2. MINIMUM FUTURE PAYMENTS UNDER FINANCE LEASES
31/12/2015 31/12/2014
Present value Interest payableMinimum future
payments Present value Interest payableMinimum future
payments
Due within 1 year 1,289 206 1,495 1,512 252 1,764
Due between 1 and 5 years 3,274 525 3,799 3,803 647 4,450
Due in more than 5 years 1,777 36 1,813 2,296 127 2,423
TOTAL 6,340 767 7,107 7,611 1,026 8,637
3.2.4.3. LEASE PAYMENTS RECOGNISED IN THE INCOME STATEMENT
Operating lease payments recognised in the income statement amounted to €1,617 thousand in 2015 compared with €1,486 thousand
in 2014.
632015 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015
3NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3.2.5. Impairment of assetsIn 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
2016-2019 medium-term plan, compiled at the end of 2015, and
the latest budget assumptions, applying:
❯ a discount rate of 10% in France, 11% in Hungary, 12% in
Serbia, 13% in Mexico and China (compared with a single
rate of 10% in 2014); and
❯ a growth rate to infinity of 0.5% (this parameter being
unchanged from 2014).
The test performed at the end of 2015 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 2015
gave the following results for the two sites with the lowest test margin:
(Value in millions of euros)Test margin
(value in use – carrying amount)
Impact on the value in use of a 0.5pp decrease
in the growth rate to infinityImpact on the value in use of
a p increase in the discount rate
Site 1 0.2 -0.5 -0.6
Site 2 0.9 -0.6 -1.3
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 31/12/2014Changes in
scopeTranslation differences
Charges for impairment(1) Reversals 31/12/2015
On goodwill 0 0
On intangible assets and property, plant
and equipment 1,731 7 699 (208) 2,229
On financial assets 0 0
On inventories 2,105 (24) 759 (544) 2,296
On trade and other receivables 211 211
TOTAL 4,047 0 (17) 1,458 (752) 4,736
(1) Charges to provisions for impairment of non-current assets in France concern land for an amount of €102 thousand and certain industrial equipment for
€597 thousand following the gradual shutdown of certain facilities. The corresponding expense in the income statement is shown in the line “Other operating
expenses”.
3.2.6. Inventories
31/12/2015 31/12/2014
Gross amount 31,206 30,710
Impairment (2,296) (2,105)
NET AMOUNT 28,910 28,605
Analysis by type:
31/12/2015 31/12/2014
Raw materials and supplies 7,837 7,408
Goods in progress 7,174 6,988
Intermediate and finished goods 13,899 14,209
TOTAL INVENTORIES 28,910 28,605
64 2015 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015
3
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3.2.7. Trade receivables
31/12/2015 31/12/2014
Gross amount 58,712 52,038
Impairment (211) (211)
NET AMOUNT 58,501 51,827
Receivables assigned under factoring agreements in France
are recognised in trade receivables, with an equivalent amount
of borrowings recorded in current bank facilities, being
€1,861 thousand at 31 December 2015 and €1,864 thousand
at 31 December 2014.
All the risks (credit, late payment, dilution) on these assigned
receivables are retained.
The liability will be repaid via the collection of transferred receivables,
with recourse against the assignor on the risks.
Analysis of receivables overdue but not written down at the year end:
In thousands of euros Total
Not overdue and not written
down Overdue but not written down
< 30 days 30-60 days 60-90 days 90-120 days > 120 days
2015 58,501 54,579 4,070 273 156 37 (615)
2014 51,827 45,419 6,162 417 406 (13) (564)
3.2.10. Financial derivatives (assets)There were no financial derivative assets at 31 December 2014.
At 31 December 2015, this line comprised €801 thousand
corresponding to the fair value of interest rate and currency hedging
instruments on borrowings in Hungary (see also Note 3.2.12 on
borrowings and Notes 4.2 on hedging and currency instruments).
3.2.11. Shareholders’ equity3.2.11.1. 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.
3.2.8. Current operating assets
31/12/2015 31/12/2014
Supplier advances 923 649
Amounts due to government bodies, staff and others 7,486 8,091
Prepaid expenses 393 385
Other current assets 8,802 9,125Current tax asset (current tax receivable) 2,555 1,402TOTAL 11,357 10,527
The research tax credit receivable for 2015 of €388 thousand and the CICE of €297 thousand are included in “Current tax asset”.
3.2.9. Cash and cash equivalents
31/12/2015 31/12/2014
Short-term investment securities 19,050 7,421
Cash 51,094 31,929
Short-term investment securities and cash 70,144 39,350Current bank facilities (9,325) (13,221)
NET CASH 60,819 26,129
The short-term investment securities are risk-free instruments with short maturities and are available.
The current bank facilities and short-term financing include factoring debts.
652015 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015
3NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The Group’s policy involves maintaining a solid capital base in
order to preserve shareholder and investor confidence and to
support its growth. The Board of Directors aims to ensure an
appropriate return on capital employed and level of dividends
paid to the shareholders.
3.2.11.2. STOCK PURCHASE OPTIONS AND ALLOCATION OF FREE SHARES IN FAVOUR OF EMPLOYEES
a) Stock purchase option plan of 28 June 2011 (Plan SO no. 1)
The Board of Directors meeting of 23 May 2013 noted that the
performance conditions set by the stock purchase option plan
put in place on 28 June 2011 by the Board pursuant to the
authorisation granted by the Combined Ordinary and Extraordinary
General Meeting of shareholders of 24 May 2011, had been
met in full. Consequently, these options can be exercised by the
beneficiaries present with effect from 28 June 2013, under the
conditions stipulated by the plan regulations.
Information on stock purchase options Plan SO no. 1
Meeting date 24/05/2011
Date of Board of Directors meeting 28/06/2011
Total initial number of shares that can be subscribed or purchased 365,308
of which, number that can be subscribed or purchased by the director corporate officers 209,190
including, Mr Philippe Dizier
including, Mr Thierry Rivez
of which, number that can be subscribed or purchased by the top 10 employee beneficiaries 93,138
Total number of beneficiaries at 31/12/2015 13
Option exercise start date 28/06/2013
Expiry date 28/06/2017
Subscription or purchase price 7.83
Number of shares subscribed/purchased at 31 December 2015 62,531
Total number of stock purchase options cancelled or lapsed 0
Remaining stock purchase options at 31 December 2015 302,777
At 31 December 2014, no options had been exercised.
At 31 December 2015, 62,531 options had been exercised.
b) Free allocation on 26 November 2013 by the SAS Galilée of shares in its company (creation of new shares) to employees of its subsidiary Le Bélier
The fair value of this plan was recognised in shareholders’ equity
for an amount of €168 thousand at 31 December 2015 (compared
with €267 thousand at 31 December 2014) with a corresponding
staff cost in the income statement.
c) Performance share plan of 11 June 2014 (performance plan no. 2)
Following review by and a favourable opinion from the Appointments
and Compensation Committee, the Board of Directors meeting
of 11 June 2014 approved the regulations of the plan for the
allocation of free shares and decided to allocate 131,642 free
shares representing 2% of the Company’s share capital.
The beneficiaries are the managing corporate officers, the executive
managers, the managers and similar of the French companies
and certain members of employee steering committees of the
foreign subsidiaries.
The split between the beneficiaries is made based on objective
criteria and pursuant to the AFEP/MEDEF code of corporate
governance, all allocations of free shares being subject to
performance conditions that are applicable to all beneficiaries.
The performance conditions are based on changes in the Group’s
consolidated economic value (incorporating concepts of EBITDA
and net borrowings) in 2014 and 2015 or on changes in the
stock market value.
Shares acquired free of charge must be retained by the beneficiary
in registered form for a period of two years with effect from the
vesting date.
66 2015 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015
3
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Information on allocation of free shares Performance plan no. 2
Meeting date 22/05/2014
Date of Board of Directors meeting 11/06/2014
Total initial number of free shares allocated 131,642
of which, number of shares allocated to director corporate officers: 39,688
including, Mr Philippe Dizier 21,648
including, Mr Thierry Rivez 18,040
of which, number of shares allocated to the top 10 employees at 31/12/2015 43,426
Total number of beneficiaries at 31/12/2015 112
Shares vesting date(1) 11/06/2016
Date of end of retention period 11/06/2018
Performance conditions Economic value (basis: EBITDA,
net borrowings) or change in stock
market value
Number of shares having been definitively acquired at 31/12/2015 0
Total number of shares cancelled or lapsed(2) 8,025
Remaining free shares allocated at 31 December 2015 123,617
(1) Subject to the performance conditions being met.
(2) Cancellations correspond to shares allocated to individuals who left the Group prior to the fi nal vesting date.
The fair value of this plan is recognised in shareholders’ equity for
an amount of €1,723 thousand at 31 December 2015 (compared
with €1,045 thousand at 31 December 2014) with a corresponding
staff cost in the income statement.
In accordance with the provisions of Article L.225-197-1 II of
the French Commercial Code, it was decided at various Board
meetings that the managing corporate officers must retain in
registered form until such time as they cease to fulfil their functions
15% of the free shares allocated to them.
3.2.11.3. TREASURY SHARES
At 31 December 2015, the Group held 618,748 Le Bélier shares
amounting to €10,345 thousand (compared with 512,556 shares
amounting to €5,668 thousand at 31 December 2014).
In accordance with IAS 32, these treasury shares are recognised
as a deduction from shareholders’ equity.
3.2.11.4. DIVIDENDS PAID AND PROPOSED
At the General Meeting of 21 May 2015, it was agreed to distribute
a dividend out of 2014 earnings for an amount of €3,022 thousand,
which was paid on 18 June 2015.
The Board of Directors meeting of 22 March 2016 proposed the
distribution of a dividend out of 2015 earnings, for an amount
of €0.80 per share, which will be put to the vote at the General
Meeting of 19 May 2016.
672015 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015
3NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3.2.12. Long-term borrowings3.2.12.1. CHANGES IN BORROWINGS DURING THE YEAR
31/12/2014
Translation differences
(hedged)Translation differences Increases Decreases 31/12/2015
Long-term borrowings 65,308 920 86 41,314 (24,107) 83,521 ■ equipment finance leases 3,213 290 (1,179) 2,324
■ property finance leases 4,398 (382) 4,016
■ bank loans(1) (2) 57,697 920 86 41,024 (22,546) 77,181
Other borrowings 0 0 0 0 0 0TOTAL MEDIUM- AND LONG-TERM
BORROWINGS 65,308 920 86 41,314 (24,107) 83,521
(1) Increase in bank borrowings:
During the period, the Group negotiated €41,024 thousand of new bank borrowings:
■ €16,420 thousand in France without covenants.
■ €20,083 thousand in Hungary, being €6,233 thousand without covenants and €9,850 thousand with the same covenant clauses as for the borrowings already
concerned at 31 December 2014.
■ €4,521 thousand in Mexico.
(2) Id entifi cation of the portion of bank borrowings benefi ting from hedging instruments.
In thousands of euros 31/12/2015 31/12/2014
Borrowings at amortised cost not subject to hedging instruments 51,786 57,697
Borrowings at amortised cost hedged by financial instruments 24,475 0
Translation differences hedged 920 0
TOTAL BANK BORROWINGS 77,181 57,697
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 2015.
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 2015, all covenants were met.
The instruments hedging bank borrowings are described in Note 4.2.
3.2.12.2. MATURITY ANALYSIS OF BORROWINGS
31/12/2015Due within
1 yearDue within
1 to 5 yearsDue in more than 5 years
Long-term borrowings 83,521 18,217 57,851 7,453 ■ equipment finance leases 2,324 889 1,435 0
■ property finance leases 4,016 400 1,839 1,777
■ bank loans(1) 77,181 16,928 54,577 5,676
Other borrowings 0 0 0 0TOTAL LONG-TERM BORROWINGS 83,521 18,217 57,851 7,453
(1) Covenants.
3.2.12.3. ANALYSIS OF LONG-TERM BORROWINGS BY REPAYMENT CURRENCY, AFTER IMPACT OF HEDGING
Repayment currency 31/12/2015 31/12/2014
Euros 79,311 65,308
Dollars 4,210 -
TOTAL 83,521 65,308
68 2015 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015
3
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3.2.12.4. ANALYSIS OF LONG-TERM BANK BORROWINGS BY INTEREST RATE TYPE, AFTER HEDGING
31/12/2015 31/12/2014
Fixed rates 70,295 53,402
Variable rates 6,085 4,295
SUB-TOTAL 76,380 57,697
3.2.12.5. NET BORROWINGS
31/12/2015 31/12/2014
Long-term borrowings 83,521 65,309
Impact of fair value hedges (801) 0
82,720 65,309Current bank facilities and short-term financing 9,325 13,221
TOTAL GROSS BORROWINGS 92,045 78,530
Short-term investment securities and cash (70,144) (39,350)
TOTAL NET BORROWINGS 21,901 39,180
3.2.13. Deferred tax assets and liabilities
31/12/2015 31/12/2014 31/12/2014
Net Net Revised(1) Net Published
Finance leases (890) (924) (924)
Measurement of non-current assets and depreciation
and amortisation (251) (359) (56)
Employee benefits 825 811 811
Other temporary differences 390 (384) (384)
Other 195 182 182
Capitalisation of tax losses 192 263 263
Capitalisation of tax credit – Serbia 261 336 336
Capitalisation of tax losses and temporary differences due
to depreciation and amortisation periods in Mexico 134 596 596
TOTAL NET AMOUNT 856 521 824
Total deferred tax assets 1,722 1,986 1,986Total deferred tax liabilities (866) (1,465) (1,162)
(1) The comparative fi gures have been revised in connection with treatment of the goodwill relating to acquisition of the HDPCI group in 2014 (see Note 3.2.1 on
goodwill) to take into account €303 thousand of deferred tax liabilities linked to the revaluation of certain non-current assets of LBL.
During the year, the Group recorded income of €292 thousand in
profit or loss and a credit of €4 thousand in shareholders’ equity.
Given the earnings trend and the favourable outlook, a deferred
tax asset has been recognised:
❯ in Serbia, for an amount of €424 thousand at 31 December
2015, including €261 thousand linked to investment tax credits,
compared with an amount of €501 thousand at 31 December
2014 (including €336 thousand linked to investment tax credits);
❯ on one of the two subsidiaries in Mexico, all the tax losses
having been used up, the deferred tax asset recognised at
31 December 2014 was reversed, leading to a deferred tax
charge of €596 thousand for the year. Also, in respect of this
same subsidiary, a new deferred tax asset of €134 thousand
was recorded in 2015 for temporary differences linked to
depreciation and amortisation periods.
The Group did not recognise a deferred tax asset on the tax losses
over and above the net amounts of the deferred tax liabilities
for the French entities and the other Mexican subsidiary (when
they are chargeable among themselves), as it considered their
utilisation in the short term unlikely:
❯ in France, tax losses that did not give rise to a deferred tax
asset amounted to €20,631 thousand at 31 December 2015
compared with €30,241 thousand at 31 December 2014. The
tax losses can be carried forward indefinitely;
❯ In Mexico, tax losses that did not give rise to a deferred tax
asset amounted to €9,770 thousand at 31 December 2015
compared with €12,152 thousand at 31 December 2014.
They can be carried forward up to 10 years.
692015 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015
3NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
I MATURITY ANALYSIS OF DEFERRED TAX ASSETS NOT RECOGNISED
YearAmount
(in thousands of euros)
2017 275
2018 1,383
2023 376
2024 612
2025 285
Indefinite 6,876
3.2.14. Provisions3.2.14.1. CHANGES DURING THE YEAR
Provisions for contingencies and expenses 31/12/2014
Translation differences
Other changes(1) Additions
Reversals (provision
utilised)
Reversals (provision
not utilised) 31/12/2015
Customer/supplier disputes 178 (11) 83 250
Staff disputes 81 102 (24) (14) 145
Employee benefits 3,124 (8) 6 191 (74) (2) 3,237
Tax provisions 20 (20) 0
TOTAL 3,403 (19) 6 376 (98) (36) 3,632
of which, current operating income 376 (98) (36)
of which, other operating income and expenses (restructuring) 0 0 0
of which, net financial income 0 0 0
of which, tax provisions 0 0 0
(1) Other changes relate to employee benefi ts and consist of €62 thousand of fi nancial expenses recognised in the income statement and €56 thousand of
actuarial losses recognised directly in shareholders’ equity.
There were no other disputes in existence at 31 December 2015 that might materially affect the financial statements for the year ended
31 December 2015.
3.2.14.2. MATURITY ANALYSIS OF PROVISIONS
Provisions for contingencies and expenses 31/12/2015
Current portion Non-current portion
Due within 1 year Due in more than 1 year
Customer/supplier disputes 250 250
Staff disputes 145 145
Employee benefits 3,237 3,237
Tax provisions - -
TOTAL 3,632 395 3,237
70 2015 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015
3
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3.2.15. Employee benefitsEmployee benefits essentially consist of lump-sum retirement
payments as well as termination benefits.
The breakdown of the provision at 31 December 2015 was as
follows:
❯ Lump-sum retirement payments €2,510 thousand
❯ Termination benefits €727 thousand
❯ Other long-term benefits €0 thousand
The assumptions used when calculating pension commitments
are explained below.
3.2.15.1. MEASUREMENT
The commitment is calculated using the projected unit credit
method as recommended by IAS 19 Amended.
3.2.15.2. MEASUREMENT ASSUMPTIONS FOR THE TWO MAIN COUNTRIES (FRANCE AND HUNGARY)
Actuarial assumptions
Date of the actuarial measurement
of commitments: 31/12/2015
Data extraction date: 31/10/2015
Life expectancy table: TPGF05 and TPGH05
Discount rate: 2.00% for France
(1.70% in 2014)
3.65% for Hungary
(5.60% in 2014)
For France, the discount rate used is the iBoxx rate for AA-rated
Eurozone corporate bonds adjusted for the duration of the Group’s
commitments.
For Hungary, it is based on the central bank’s intervention rates
for bonds of 10 years or more.
Category-related assumptions
Pensions (France and Hungary)
Country Category Pension rights Retirement ageNature of
retirementEmployer’s
contributions Wage increase
France
ExecutivesMetallurgy engineers
and executives(*) Voluntary
FAB: 50.0% FAB: 1.5%
LB: 45.0% LB: 1%
Non-executivesMetallurgy
Gironde Landes(*) Voluntary
FAB: 43% FAB: 1.5%
LB: 40% LB: 1%
HungaryWomen Le Bélier Hungary table 65 years Voluntary 27% 3%
Men Le Bélier Hungary table 65 years Voluntary 27% 3%
(*) Retirement age for France:
Executives:
■ Born in 1951 or earlier: 63 years
■ Born in 1952 or later: 64 years
Non-executives:
■ Born in 1951 or earlier: 60 years
■ Born between 1952 and 1954 : 61 years
■ Born in 1955 or later: 62 years
The rights are those prevailing in 2015.
The Group has no commitments in respect of its staff in China.
The plans covered by this measurement are not funded.
3.2.15.3. ASSUMPTIONS FOR MEXICO
In Mexico, measurement is made in accordance with the NIF-D3
standard, which is similar in terms of both terminology and rules
to the IASB and FASB international standards.
The following assumptions were used:
❯ discount rate: 7.40% (same as in 2014);
❯ wage increase: between 4% and 5.80%.
712015 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015
3NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3.2.15.4. CHANGE IN THE GROUP’S COMMITMENTS
2015 2014
CHANGE IN THE COMMITMENT (DEFINED BENEFIT OBLIGATION)Opening commitment 3,124 2,407
Cost of services rendered 191 171
Interest expense 62 81
Actuarial losses/(gains) (56) 586
Services paid during the year (76) (102)
Plan amendments 0 0
Plan reductions/liquidations 0 0
Translation differences (8) (19)
Closing commitment 3,237 3,124ANALYSIS OF THE CHARGE FOR THE YEARCost of services rendered 191 171
Interest expense 62 81
Amortisation of past services 0 0
Losses/(gains) on plan reductions 0 0
Expense/(income) for the year 253 252CHANGE IN PROVISIONOpening provision 3,124 2,407
Expense/(income) for the year 253 252
Actuarial losses/(gains) recorded in equity (56) 586
Actuarial losses/(gains) recorded in profit or loss 0 0
Services paid during the year (76) (102)
Translation differences (8) (19)
Closing provision 3,237 3,124
The impact on the 2015 profit or loss is recognised:
❯ in “net charges to provisions”: charge of €115 thousand;
❯ in “other financial income and expense”: charge of
€62 thousand.
The total amount of actuarial gains and losses recognised directly
in equity (before deferred tax) is:
❯ (€56) thousand at 31 December 2015;
❯ €586 thousand at 31 December 2014.
72 2015 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015
3
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3.2.17. Other current liabilitiesOperating liabilities
31/12/2015 31/12/2014
Customer advances 915 915
Tax and social security liabilities(1) 14,510 11,477
Other liabilities 2,129 1,114
Deferred income(2) 2,726 2,334
OTHER CURRENT LIABILITIES 20,280 15,840
(1) Including current tax liabilities.
(2) Deferred income mainly relates to provisions for the replacement of certain tooling moulds.
3.2.16. Other non-current liabilities: investment grants
31/12/2014 ReclassificationsTranslation differences Increases Reversals 31/12/2015
Hungary 2,284 (1) 1,635 (251) 3,667
China 0 100 5 31 (2) 134
TOTAL INVESTMENT GRANTS 2,284 100 4 1,666 (253) 3,801
3.2.18. Financial liabilities – current portion
31/12/2015 31/12/2014
Bank overdrafts 9,325 13,221
Current portion of long-term borrowings 18,217 17,429
Financial instruments – liabilities 107 -
TOTAL 27,649 30,650
The purpose of the grant of €1,635 thousand awarded for the period is “the development of Le Bélier Hongrie’s production technology
in Ajka” and represents 35% of the cost of the project.
It corresponds to the first stage of the NODE project and is allocated subject to a condition of hiring more than 35 people.
At 31 December 2015, financial instruments recorded in liabilities correspond to the fair value of interest rate hedging of a borrowing
in France.
Also see Note 3.2.12.
732015 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015
3NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4. Other information
4.1. Segment information
4.1.1. Key figures by segmentIn managing its activities, the Group is organised into operating
units based on the location of its production sites and, above all,
the location of its customers:
❯ the European sites (France, Hungary and Serbia) for European
customers;
❯ the Mexican sites for American customers;
❯ the Chinese sites for customers from the Asia region.
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.
I INCOME STATEMENT
2015 Europe Outside EuropeInter-segment
eliminations Total
Revenue 196,108 130,449 (8,099) 318,458
Charges (183,596) (108,506) 7,777 (284,325)
Current operating income 12,512 21,943 (322) 34,133
Other operating income and expenses (624) (624)
Operating profit 11,888 21,943 (322) 33,509
Net financial income (expense) (1,866)
Corporation tax (8,163)
Net income 23,480
Other informationInvestments 16,588 3,040 19,628
Net charge for depreciation and
amortisation (8,615) (5,005) 0 (13,620)
Net charge to impairment provisions for
non-current assets (491) (491)
I INCOME STATEMENT
2014 Europe Outside EuropeInter-segment
eliminations Total
Revenue 176,540 89,266 (7,057) 258,749
Charges (160,602) (80,121) 7,047 (233,676)
Current operating income 15,938 9,145 (10) 25,073
Other operating income and expenses (987) 0 0 (987)
Operating profit 14,951 9,145 (10) 24,086
Net financial income (expense) (2,234)
Corporation tax (5,081)
Net income 16,771
Other informationInvestments 21,970 5,623 27,593
Net charge for depreciation and
amortisation (8,056) (3,040) (11,096)
Net charge to impairment provisions for
non-current assets 609 25 634
74 2015 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015
3
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
I STATEMENT OF FINANCIAL POSITION
31/12/2015 Europe Outside EuropeInter-segment
eliminations Total
SEGMENT ASSETSNet non-current assets 67,484 27,885 (134) 95,235
Inventories and receivables 66,949 39,999 (12,051) 94,897
Other assets (unallocated) 90,347
TOTAL ASSETS 280,479
SEGMENT LIABILITIES AND SHAREHOLDERS’ EQUITYTrade payables 33,695 18,075 (3,452) 48,318
Deferred tax liabilities (unallocated) 866
Other liabilities (unallocated) 27,820
Borrowings (unallocated) 92,846
Shareholders’ equity (unallocated) 110,629
TOTAL LIABILITIES AND
SHAREHOLDERS’ EQUITY 280,479
I STATEMENT OF FINANCIAL POSITION
31/12/2014 Europe Outside EuropeInter-segment
eliminations Total
SEGMENT ASSETSNet non-current assets 59,729 27,490 (111) 87,108
Inventories and receivables 71,294 36,832 (19,603) 88,523
Other assets (unallocated) 58,473
TOTAL ASSETS 234,104
SEGMENT LIABILITIES AND SHAREHOLDERS’ EQUITYTrade payables 29,684 22,712 (11,176) 41,220
Deferred tax liabilities (unallocated) 1,184
Other liabilities (unallocated) 21,505
Borrowings (unallocated) 78,530
Shareholders’ equity (unallocated) 91,665
TOTAL LIABILITIES AND
SHAREHOLDERS’ EQUITY 234,104
4.1.2. Revenue by main customersRevenue can be analysed as follows:
In millions of euros 2015 2014
TRW 92.2 29.0% 65.7 25.4%
Continental Teves 71.1 22.3% 59.6 23.0%
Borg Warner 20.0 6.3% 19.6 7.6%
Other(1) 135.2 42.4% 113.8 44.0%
TOTAL REVENUE 318.5 100.0% 258.7 100.0%
(1) In 2014, the revenue generated by the HDPCI group (included in the consolidation scope with effect from the end of July) is included in the line “Others”.
4.1.3. Key figures relating to French and foreign operations
❯ Revenue:
■ revenue generated from French groups totalled € 39,730
thousand in 2015 compared with €20,220 thousand in 2014;
■ revenue generated from foreign groups total led
€278,728 thousand in 2015 compared with €238,529 thousand
in 2014.
❯ Non-current assets (goodwill, intangible assets, property, plant
and equipment, non-current financial assets and deferred tax
assets):
■ non-current assets located in France totalled €23,702 thousand
in 2015 compared with €25,303 thousand in 2014;
■ non-cu r ren t asse t s l oca ted ou t s i de F rance
totalled €87,064 thousand in 2015 compared with
€78,514 thousand in 2014.
752015 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015
3NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4.2. Transactions involving financial instruments: hedging and currency instrumentsDuring the year, new instruments were put in place to hedge interest rate and currency risk on borrowings entered into:
❯ in France, an interest rate hedging instrument on a borrowing in euros at a variable rate and swapped for a fixed rate;
❯ in Hungary, on two borrowings denominated in dollars at fixed rates and swapped into euros at another fixed rate (cross currency
swaps).
At 31 December 2015
Notional amount (in thousands
of euros)
Fair value in statement of
financial position
Line in statement of
financial position Fair value level
Interest rate swap
(France – cash flow hedge) 10,000 107
Financial
instruments –
liabilities
2
Variable to fixed rate
Currency and interest rate swaps
(Hungary- cross currency swaps) 15,395 801
Financial
instruments –
assets
2
USD/EUR and fixed rate/fixed rate
The fair values of these instruments fall within the level 2 category
according to the definition given by IFRS 13 (financial instruments
whose measurement calls for the use of valuation techniques
based on observable parameters).
These instruments were 100% efficient at the end of the financial
year.
There was no impact on the profit or loss for the period as the
implementation of cross currency swaps fully offset the impact
of the currency remeasurement of the liabilities hedged.
At 31 December 2015, like at 31 December 2014, there were
no currency hedging financial instruments concerning purchases
or sales.
4.3. Exchange rates used for translation of foreign currency itemsChanges in the exchange rates used to translate data relating to the foreign subsidiaries were as follows:
For 1 euroStatement of financial position –
closing rate Income statement – average rate Change
31/12/2015 31/12/2014 2015 2014
Statement of financial position
accountsIncome statement
accounts
Hungary (HUF) 313.1200 314.8900 309.9099 308.7365 -0.6% 0.4%
Mexico (MXN) 18.9145 17.8679 17.6134 17.6839 5.9% -0.4%
China (CNY) 7.0608 7.5358 6.9750 8.1866 -6.3% -14.8%
Serbia (RSD) 121.6261 120.9583 120.6879 117.2772 0.6% 2.9%
USD 1.0887 1.2141 1.1100 1.3286 -10.3% -16.5%
76 2015 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015
3
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4.4. Off-balance sheet commitments
31/12/2015 31/12/2014
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 0 352
Equipment pledges 29,507 32,955
Securities pledges 0 572
Commitment to pledge securities
Mortgages on buildings 0 58
■ Other commitments given:
Guarantees and pledges to banks 8,744 5,169
■ Commitments received:
OSEO guarantee 0 924
Bank guarantees
Unutilised medium-term loan
Unutilised short-term loan 9,312 8,000
Third-party guarantees 0 58
Off-balance sheet commitments relating to the Group’s operating activities ■ Commitments given:
Supplier guarantees and pledges 4,239 8,183
■ Commitments received:
Third-party guarantees 1,861 1,864
■ Contractual obligations
Operating leases – equipment 400 828
Operating leases – property 5 33
Firm orders for non-current assets 12,425 3,520
Firm orders for raw materials (net of customer commitments) 16,504 10,406
Finance leases: minimum expected future lease payments 7,107 8,637
4.5. Related parties
4.5.1. Relations with Le Bélier Participations, Galilée and Copernic
Transactions with LBP and its subsidiaries are recognised:
❯ in the income statement for the year as follows: €240 thousand
in income for the year in respect of sales of cast parts;
❯ in the statement of financial position as follows: €403 thousand
in trade receivables.
There were no significant transactions with Galilée or Copernic
that impacted the profit or loss for the year.
There were no payables or receivables between the Group and
Galilée or Copernic.
4.5.2. Compensation paid to directorsIn 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 2015 was as follows:
❯ Short-term benefits: €1,229 thousand(1)
❯ Post-employment benefits: 0
❯ Other long-term benefits: 0
❯ Termination benefits: 0
❯ IFRS 2 charge for the year: €571 thousand
Also,
❯ provisions for employee benefits included lump-sum retirement
payments of €63 thousand and termination benefits of
€422 thousand in respect of the directors;
❯ in 2014, the members of the Board of Directors benefited from
a plan for the allocation of 39,688 free shares, not yet vested
at 31 December 2015. See Note 3.2.9.2.
(1) Of which, €235 thousand of attendance fees paid in 2015 in respect of 2014.
772015 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015
3NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4.6. Statutory auditors’ fees
Le Bélier group audit fees(in euros)
Cabinet Ernst & Young ACEFI CL Other
Amount (excl. VAT) % Amount (excl. VAT) % Amount (excl. VAT) %
2015 2014 2015 2014 2015 2014 2015 2014 2015 2014 2015 2014
AUDITStatutory audit and certification of
parent company and consolidated
financial statements 192,332 225,163 100.0% 75.4% 113,500 116,500 100.0% 100.0% 63,372 54,197 79.9% 75.9%
■ issuer 79,500 83,500 41.3% 28.0% 73,500 76,500 64.8% 65.7% 0 0 0.0% 0.0%
■ fully-consolidated subsidiaries 112,832 141,663 58.7% 47.4% 40,000 40,000 35.2% 34.3% 63,372 54,197 79.9% 75.9%
Services directly related to the
statutory audit 0 73,500 0.0% 24.6% 0 0 0.0% 0.0% 0 0 0.0% 0.0%
■ issuer 0 73,500 0.0% 24.6% 0 0 0.0% 0.0% 0 0 0.0% 0.0%
■ fully-consolidated subsidiaries 0 0 0.0% 0.0% 0 0 0.0% 0.0% 0 0 0.0% 0.0%
Sub-total 192,332 298,663 100.0% 100.0% 113,500 116,500 100.0% 100.0% 63,372 54,197 79.9% 75.9%OTHER SERVICESLegal, tax, staff 0 0 0.0% 0.0% 0 0 0.0% 0.0% 15,897 17,191 20.1% 24.1%
■ issuer 0 0 0.0% 0.0% 0 0 0.0% 0.0% 0 0 0.0% 0.0%
■ fully-consolidated subsidiaries 0 0 0.0% 0.0% 0 0 0.0% 0.0% 15,897 17,191 20.1% 24.1%
TOTAL 192,332 298,663 100.0% 100.0% 113,500 116,500 100.0% 100.0% 79,269 71,388 100.0% 100.0%
4.7.1.2. CURRENCY RISK
Currency risk on borrowings: Group policy dictates that any
borrowings entered into by a Group company must be in that
entity’s functional currency.
Risk on operating cash flows denominated in a currency other
than the functional currency:
❯ for purchases: in Hungary, hedging in local currency of
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.
4.7. Financial risk management objectives and policies
4.7.1. Interest rate and currency riskThe 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.
The Group uses several types of instruments to optimise its
financial charges and manage the split between fixed-rate and
variable-rate borrowings.
During the period, the Group put in place a variable-to-fixed
interest rate swap on a €10,000 thousand borrowing in France.
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 thousands of euros ) Before hedging After hedging
At 31/12/2015 16,085 6,085
At 31/12/2014 4,295 4,295
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:
❯ +/-€61 thousand at 31 December 2015;
❯ +/-€43 thousand at 31 December 2014.
Interest rate types for variable-rate borrowings:
Variable-rate borrowings 31/12/2015 31/12/2014
6-month Euribor 0 0% 0 0%
3-month Euribor 1,875 31% 4,295 100%
3-month US dollar Libor 4,210 69% 0 0%
TOTAL 6,085 100% 4,295 100%
78 2015 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015
3
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The Group’s exposure to currency risk is as follows:
2015In thousands of euros Consolidated risk
Currency USD HUF MXN RSD CNY
OperationsRevenue 56,974 63,966
Payroll, local suppliers, taxes, etc. (36,665) (35,003) (9,736) (10,188) (61,008)
20,309 (35,003) (9,736) (10,188) 2,958
Sensitivity +1% (euro up) (203) 350 97 102 (30)
FinancingBorrowings 4,210
Sensitivity +1% (euro up) (42)
Note: the sensitivity analysis is calculated based on the assumption
of a 1% shift in the same direction for each currency.
At 31 December 2015, like at 31 December 2014, there were no
currency hedging instruments in force pertaining to purchases
or sales.
4.7.2. Liquidity riskOutside France, loans and borrowings entered into in Hungary
(€24.8 million at 31 December 2015) include financial covenant
clauses that must be met and which are calculated on the basis
of the full-year consolidated financial statements:
❯ free cash flow (after investments) + gross cash > 0;
❯ net borrowings/EBITDA < 2.5;
❯ net borrowings/equity < 2.5.
At 31 December 2015, these covenants were met.
In France, one of the borrowings entered into (€1.9 million at
31 December 2015) includes a financial covenant clause that
must be met and which is calculated on the basis of the basis
of the full-year consolidated financial statements:
❯ net borrowings/EBITDA < 2.5.
At 31 December 2015, this covenant was met.
The Group expects to be in a position to meet its financial
obligations over the next 12 months.
4.7.3. Credit riskCredit 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 closely monitor our customers in terms of settlement risk
and periods.
For our major customers, in our opinion, their size and global and
strategic positioning help reduce their insolvency risk.
792015 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015
80 2015 ANNUAL REPORT
Le Bélier - Plantier de la ReineBP 103 33240 Vérac France
Tél. : 00(0)557 550 300lebelier.com
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