2014 - bmt.lu filebmt international s.a. 89d, rue pafebruch 8308 capellen luxembourg tel. : +352 26...
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BMT International S.A.89D, rue Pafebruch8308 CapellenLuxembourgTel. : +352 26 10 44 00Fax : +352 26 10 44 09E-mail : [email protected]
OMCO International nv – Glass Division (Glass Container Moulds)IndustrieparkVenecolaan 109880 AalterBelgiumTel. : +32 9 374 20 05Fax : +32 9 374 34 69E-mail : [email protected]
OMCO International nv – Glass Division(Glass Container Moulds – Foundry)Industriepark Zwaarveld 209220 HammeBelgiumTel. : +32 52 49 93 30Fax : +32 52 49 93 31E-mail : [email protected]
CNUD-EFCO International nv – Glass Division (Glass Engineering)Noorderlaan 301731 ZellikBelgiumTel. +32 2 481 88 00Fax +32 2 481 88 01E-mail : [email protected]
OMCO GMA Austria GmbH – Glass Division(Glass Container Moulds)Judenburgerstraße 1768580 KöflachAustriaTel. : +43 31 44 22 50 0Fax : +43 31 44 22 50 10E-mail : [email protected]
OMCO ISTANBUL Kalip Sanayi ve Ticaret Anonim Sirketi – Glass Division(Glass Container Moulds)Mimar Sinan MahallesiIstanbul Caddesi No 1941420 Cayirova, Gebze/KocaeliTel. : +90 262 744 44 52Fax : +90 262 744 44 56E-mail: [email protected]
OMCO UK Ltd. – Glass Division(Glass Container Moulds)New Street MillsCarlisle Road Pudsey, LeedsUK – Yorkshire LS28 8 LWTel. : +44 113 25 73 172Fax : +44 113 25 73 333E-mail : [email protected]
OMCO Croatia d.o.o. – Glass Division(Glass Container Moulds)Mali Tabor 40/149231 Hum na SutliHrvatskaTel. : +385 49 327 327Fax : +385 49 327 333E-mail : [email protected]
OMCO FENIKS Slovenija d.o.o. – Glass Division(Glass Container Moulds - Foundry)Cesta Zalskega Tabora 103310 ZalecSlovenijaTel. : +386 3713 13 00Fax : +386 3571 74 07E-mail : [email protected]
IG Watteeuw USA LLC. 1000 Linden AvenueZanesvilleUSA – Ohio 43701 - 3098Tel. : +1 740 588 1722Fax : +1 740 588 1733E-mail : [email protected]
OMCO Romania srl – Glass Division (Glass Container Moulds)Calea Chisinaului Street 43A700179 IasiRomaniaTel. +40 232 23 23 03Fax +40 232 23 23 71E-mail : [email protected]
EMCO USA LLC. – Glass Division(Glass Container Moulds)1000 Linden AvenueZanesvilleOhio 43701 – 3098USATel. +1 740 588 1722Fax +1 740 588 1733E-mail : [email protected]
EURAIR nv – Gears division(Aerospace)Handelsstraat 68020 OostkampBelgiumTel. : +32 50 24 90 00Fax : +32 50 24 90 10E-mail : [email protected]
BMT Aerospace International nv – Gears Division (Aerospace)Handelsstraat 68020 OostkampBelgiumTel. : +32 50 24 90 00Fax : +32 50 24 90 10E-mail : [email protected]
BMT Aerospace USA Inc. – Gears Division (Aerospace)18559 Malyn BoulevardFraserUSA – Michigan 48026Tel. : +1 586 285 7700Fax : +1 586 285 9720E-mail : [email protected]
IG Watteeuw International nv – Gears Division Kampveldstraat 518020 OostkampBelgiumTel. : +32 50 82 69 07Fax : +32 50 82 69 74E-mail : [email protected]
IG Watteeuw (Suzhou) Co., Ltd. – Gears division (Transmissions)N° 1 Fenghe Road, Fengting Avenue, SIPSuzhou 215122P.R. ChinaTel. +86 512 6287 5601Fax +86 512 6287 5605E-mail : [email protected]
IG Watteeuw CR sro – Gears Division (Transmissions)Videnska 13061900 BrnoCzech RepublicTel. : +420 547 139 511Fax : +420 547 139 587E-mail : [email protected]
CNUD-EFCO Romania srl – Glass Division(Glass Engineering)Soseaua Iasi-Tomesti 33A700292 IasiRomaniaTel. : +40 374 46 60 01Fax : +40 374 46 60 60E-mail : [email protected]
IG Watteeuw Romania srl – Gears Division (Industrial Gear & Com-ponent Solutions)B-dul Chimiei nr. 6 – Area B700291 IasiRomaniaTel. : +40 374 100 100Fax : +40 374 100 232 E-mail : [email protected]
BMT Aerospace Romania srl – Gears Division(Aerospace)B-dul Chimiei nr. 6 – Area C700291 IasiRomaniaTel. : +40 374 100 100Fax : +40 374 100 232E-mail : [email protected]
2014ANNUAL REPORT
ANNUAL REPORT 2014
4
Contents 4Key figures 5
ANNUAL REPORT 2014
Important events 2014 6Board of Directors, Auditor & Management 7Structure 10Shareholders 11Mission, vision, strategy and prospects 12Turnover, distribution of turnover and growth strategy 14Personnel and investments 19Environment 24Consolidated results 28Corporate Governance 30
ACTIVITIES
GLASS Division 34• Glass Moulds 34• Glass Engineering 37
GEARS Division 39• Industrial Gears & Transmissions 39• Aerospace 42
BMT GROUP ANNUAL ACCOUNTS 2014(summarized version) 45
Contents
5
Key figures
Consolidated figures 2010 - 2014
In EUR millions 2014 IFRS 2013 IFRS 2012 IFRS 2011 IFRS 2010 IFRS
Turnover
Number of personnel
Investments
Gross operating cash flow
Taxes
Net operating cash flow
Net operating profit
Depreciation of goodwill
Net profit
269.61
3,055
26.14
53.55
9.83
43.72
26.30
0
26.30
270.64
2,993
20.61
48.67
6.39
42.28
24.57
0
24.57
291.35
3,028
27.41
52.55
9.23
43.33
27.80
0
27.80
285.24
2,956
20.41
57.02
6.97
50.05
35.37
0
35.37
239.36
2,714
11.17
43.54
5.05
38.49
22.36
1.72
20.64
Definitions:
Net operating profit = consolidated net profit + depreciation of goodwill Net operating cash flow = net operating profit + depreciation + deferred taxesGross operating cash flow = net operating cash flow + taxes
6
1. A year with a modest growth though with improved results
SalesSales for 2014 amounted to 269.6 million EUR, i.e. 1 million EUR below last year.When comparing the 2014 sales however, we should take into account the divesting mid 2013 of the Kite Glass Ltd activities as well as those of F.I.C. (UK) Ltd as from end 2013 onwards.On a comparable basis, i.e. excluding the above, sales in 2014 grew with 7.65 million EUR, i.e. with 2.9%.
The GLASS division saw its sales declining with 6%, from 128.3 million EUR in 2013 to 120.5 million EUR in 2014. If however also in the GLASS division, the effect of the divesting of F.I.C. (UK) Ltd during 2013 is being taken into account there still remains a decline, though limited to 1.5%.• This decrease is fully allocated in the Glass
Engineering division who saw its sales, even disregarding the sale of F.I.C. (UK) Ltd declining for the second year in a row.Sales dropped from 23.5 million EUR – 17.6 million EUR excluding F.I.C. (UK) Ltd – in 2013 to 11.3 million EUR in 2014, i.e. a 35.9% decline on a comparable basis.
• The Glass Mould division on the other hand continued to account for a further sales increase of 4.3%, going from 104.8 million EUR in 2013 to 109.3 million EUR in 2014.
The GEARS division noted a 6.8% sales increase, from 139.6 million EUR in 2013 to 149.1 million EUR in 2014.• This increase is fully accounted for by the
Industrial Gears division who records in 2014 its highest sales over the last 5 years, going from 81.3 million EUR in 2013 to 92.5 million EUR in 2014.
• The Aerospace division on the other hand, and this after 10 years of consecutive growth, saw its sales reduce with 3% from 58.3 million EUR in 2013 to 56.6 million EUR in 2014.
ResultsEBITDA increased from 46.6 million EUR in 2013 (17.2% of total sales) to 53.5 million EUR in 2014 (19.9% of total sales).NET CASHFLOW increased from 42.3 million EUR in 2013(15.6% of total sales) to 43.7 million EUR in 2014 (16.2% of total sales).NET PROFIT increased from 24.6 million EUR in 2013 (9.1% of total sales) to 26.3 million EUR in 2014 (9.8% of total sales).
2. Group structureAs from January 10th 2014 onwards the shares of F.I.C. (UK) Ltd have been sold to Glass Service a.s. (Czech Republic) and this deconsolidation accounts for 50% of the sales drop of the Glass Engineering division during 2014.
During 2014, the Glass Engineering division established a Chinese subsidiary “CNUD-EFCO Trading (Beijing) Co. Ltd” replacing the former BMT’s representative office. This new location will also take care of future Chinese sales and purchase contracts of the division.
As from January 2014 onwards, the activities of the Industrial Gears division have been consolidated in the newly created IG Watteeuw USA LLC. This unit acquired the former premises of EMCO USA LLC in Zanesville, Ohio and serves its US customers out of its distribution centre and additionally performs the assembling activities for metro and railway transmissions for the US market.
As also indicated under the chapter “structure”, the group, whilst maintaining the operational lay-out of its two main operational divisions (GLASS and GEARS) has further streamlined some of its participations during 2014, mainly non-operational units, all this in view and in preparation of moving the management centre of the group to its Luxembourg holding “BMT International SA” as from July 1st 2014 onwards.
Important events 2014
7
Board of Directors, Auditor & Management
Board of directors
J.PEAS bvba, Chairman, permanently represented by Jean-Pierre SEYNAEVE
Bonem bvba, Vice Chairman, permanently represented by Marc OOMS
Kleding Demolux nv, Director, permanently represented by Arthy SEYNAEVE
Jean-Christophe Seynaeve bvba, Director, permanently represented by Jean-Christophe SEYNAEVE
Midelco nv, Director, permanently represented byPhilippe VLERICK
Group De Cloedt nv, Director, permanently represented by François COUSIN
Auditors
ERNST & YOUNG, Assurance services BV CVBA, represented by Leen DEFOUR
Management Committee
Jean-Pierre SEYNAEVE, Chairman
Jean-Christophe SEYNAEVE, C.E.O.
Theo NYS, C.F.O.
Hans DE VUYST, Group General Counsel
8
GLASS Division
Glass Mould SubdivisionDarko RANOGAJEC, OMCO Group
Danny BLEYAERT, OMCO International nv, Glass Moulds AalterTom HARTINGS, OMCO International nv, Hamme FoundryChristian TÖSCHER, OMCO GMA Austria GmbHMartyn ATKINSON, OMCO UK LtdDarko RANOGAJEC, OMCO Croatia dooBorut TRIPLAT, OMCO Feniks Slovenija dooHuseyin YULUG, OMCO Istanbul KSvTAS (JV)Barrie BASTON, OMCO Romania srl
Glass Engineering SubdivisionGéraldine SEYNAEVE, CNUD-EFCO Group
Reint BERGHMANS, CNUD-EFCO International nvLiuben BERNSTEIN, CNUD-EFCO Romania srl Jiang LAN, CNUD-EFCO Trading (Beijing) Co. Ltd
GEARS Division
Industrial Gears SubdivisionHolger STEHLING, IG Watteeuw Group
Ivan HRBAC, IG Watteeuw CR sro and IG Watteeuw USA LLPBasil SOHRMANN, IG Watteeuw (Suzhou) Co. Ltd.Ruben NOTTEBOOM, IG Watteeuw International nvGigi BOGHIU, IG Watteeuw Romania srl
Aerospace SubdivisionRobert PUCKETT, BMT Aerospace USA IncLuc ROELS, BMT Aerospace International nv &
European Aerospace Company nvAndreas LEONARDI, BMT Aerospace Romania srl
Aerospace
9
10
Structure
The structure of the group is shown in more detail hereafter.The structure indicates all production and manufacturing sites of the various subdivisions of the Group.
BMT GROUP STRUCTURE
GLASS DIVISION GEARS DIVISION
SubdivisionCNUD-EFCO
GLASS ENGINEERINGCNUD-EFCO International nv
Belgium
SubdivisionOMCO GLASS MOULDS
OMCO International nvBelgium (Aalter & Hamme)
SubdivisionBMT AEROSPACE
BMT Aerospace International nvBelgium
SubdivisionIG WATTEEUW
GCS & TRANSMISSIONSIG Watteeuw International nv
Belgium
CNUD-EFCO Romania srl. Romania
OMCO GMA Austria GmbHAustria
European Aerospace Company nv (Eurair) / Belgium
IG Watteeuw CR s.r.o.Czech Republic
CNUD-EFCO Trading (Beijng) Co. Ltd China
OMCO Croatia dooCroatia
BMT Aerospace Romania srl.Romania
IG Watteeuw (Suzhou) Co.Ltd.China
OMCO Romania srl.Romania
BMT Aerospace USA Inc.USA
IG Watteeuw Romania srl.Romania
OMCO Slovenija dooSlovenija
IG Watteeuw USA LLCUSA
OMCO Istanbul KSvTASTurkey
OMCO UK Ltd.UK
EMCO USA LLCUSA
During 2014 the operating activities of the Group have been centralised under the Luxemburg holding company of the Group, BMT International SA. As per end 2014 the contribution by BMT nv of its portfolio towards BMT International SA has lead to the situation where BMT nv still holds the major part of the shares of the Group.Further restructuring during 2015 will lead to the elimination of this dual holding structure when BMT nv will be dissolved.BMT International SA operates as an active holding company for the above mentioned divisions and the support activities include general management as well as assistance on financial and legal, IT and insurance matters.Environmental and human resource assistance will be supplied via EB4B nv.
The centralisation of the activities into two main divisions Glass and Gears, though not hampering the operational activities of the subdivisions, aims at benefitting from both the commercial and technical synergies existing between these subdivisions.
11
BMT shares are no longer quoted on the stock exchange as from 17/11/2004 onwards.
The 10% shares held by Group De Cloedt nv by end 2013, have been held since 05/12/2014 by DC Overseas SA, leading to following shareholder structure:
SIGMA Invest sàrl 70.00% of all shares (531,902 shares)B.M.H. nv 20.00% of all shares (151,972 shares)DC Overseas SA 10.00% of all shares (75,986 shares)
Shareholders
12
Mission
The BMT Group is an industrial family owned holding which participates in companies throughout the world that are active in high-precision machining of gears and transmissions on the one hand, and the manufacturing of moulds for hollow glassware and the design and set-up of flat-glass lines and glass furnaces on the other.The BMT Group identifies opportunities in these sectors and ensures diversity within the Group’s portfolio.
The Luxembourg holding of the Group decides on the major business goals and directions for each of the divisions and moreover centralizes its support on general management level as well as on financial, legal and IT aspects and facilitates the company’s growth on an international level.In addition the BMT Group forms the link between the different divisions within the Group and sees to it that the Board of Directors’ decisions are implemented in a correct and well-structured manner.
Support on human resources as well as environmental issues, mainly geared towards the Belgian divisions of the Group, have been grouped within EB4B nv.
BMT Group’s aim is to achieve continuous profitable growth of all its divisions.
Vision
BMT seeks to support its divisions in order to become the global reference in the high-precision machining sector.Through its divisions, the BMT Group aspires to be the best provider thanks to its advanced technological knowledge in two niche markets (manufacturing of high-precision gears as well as engineering and manufacturing of glass moulds and flat-glass lines/glass furnaces).The divisions strive for this position by monitoring the markets, by investing intelligently in companies with high potential and by further refining existing technologies, so as to optimize the products for their customers.
Strategy towards stakeholders
The Group’s strategy remained also during 2014 focused on its main objectives. All divisions:• Continue to focus on the Group’s overall objective,
i.e. to inform all of its potential customers in its niche markets of the advantages they can offer to their customers. This is being done by offering a competitive product, both to its existing customers as well as to an expanding range of new customers, and simultaneously informing them on new products an innovations that are or can be relevant to them.
Mission, vision, strategy and prospects
13
• Continue to target a minimum 15% EBITDA profitability for the Group as well as for each of its divisions.
• Maintain an optimal working environment and climate for all personnel members by informing them on the mission, vision and strategy of the Group on the level of each division and unit, but also via regularly communications via the Group’s European Work Council.
• Continue to invest in the core activities of the Group, mainly the Glass Container Moulds, the Aerospace and the Industrial Gears divisions with the continued view of focusing on robotizing and lean manufacturing processes.During 2014 the manufacturing plant of the Glass Engineering division moved towards new premises, thereby also creating more production space for the future growth of the Romanian operations of both Aerospace and Industrial Gears divisions.Also the Romanian Glass Mould plant increased its production surface with some 50% in order to cope with the increased capacity requirements and will further continue to enlarge its production space during 2015.Extra production capacity will also be created during 2015 for the Slovenia foundry as well as for the Croatian mould and neck ring plant.
• Investments to reduce the ecological footprint remain one of the basic criteria on any new investment proposal as is also explained in further details in the “environment” paragraph of this annual report.
Prospects
Even though the economic outlook for 2015 is quite different for each of the divisions of the Group, and despite that some units may even account for a slight decline in sales, the expectations are the total sales for the group will further increase to 290-300 million EUR.This forecast does not take into account possible acquisitions or partnerships and is only based on the presently ongoing operations.
The Board of Directors has approved an investment program in the same range as last year, i.e. approximately 30 million EUR as investments in tangible fixed assets, this without any financial investment in a possible acquisition or partnership.
14
Turnover, distribution of turnover and growth strategy
The consolidated sales for 2014 reached 269.61 million EUR, i.e. 0.4% lower compared to the 270.64 million EUR of 2013.Taking into account however the divesting of Kite Glass Ltd (mid. 2013) and the sale of F.I.C. (UK) Ltd beginning 2014 (whose combined sales in 2013 amounted to 8.68 million EUR) the remaining activities noted a sales increase in 2014 of 2.9%.
The 2014 sales were expected to reach 270 million EUR and the main differences towards last year are the following:• Glass Engineering division - 7.8 million EUR• Industrial Gears division + 9.5 million EUR• Glass Processing division - 2.7 million EUR
The GLASS division saw its sales decline only in the Glass Engineering division, same as last year, and even when excluding the sales of F.I.C. (UK) Ltd, sales of the Glass Engineering division further declined in 2014.Sales of the GLASS division went down with 7.8 million EUR or 6% compared to 2013, fully due to the sales decline in the Glass Engineering division.
The GEARS division on the other hand noted a 6.8% sales increase compared to 2013. This increase was fully accounted for by the Industrial Gears division whose sales went up with 9.5 million EUR, i.e. up with 11.7% whereas on the contrary the Aerospace division, after having noted sales increases for the last 10 years, noted a decrease of its sales with 3.0%.
2010 2011 2012 2013 2014 14/13
GLASS Division
- Glass Moulds
- Glass Engineering
GEARS Division
- Industrial Gears
- Aerospace
GLASS PROCESSING Division
115.96
88.13
27.83
118.30
80.13
38.17
5.10
149.20
112.29
36.91
130.44
86.12
44.32
5.59
141.12
103.85
37.27
144.22
90.17
54.05
6.01
128.34
104.79
23.55
139.58
81.27
58.31
2.71
120.50
109.23
11.27
149.08
92.50
56.59
-
-6.1%
+4.2%
-52.0%
+6.8%
+13.8%
-3.0%
-100.0%
Total 239.36 285.24 291.35 270.64 269.61 -0.4%
Growth 3.4% 19.2% 2.1% -7.1% -0.4%
Turnover
2010 2011 2012 2013 2014
239.36
285.24 291.35
269.61270.64
325
300
275
250
225
200
175
150
125
100
15
16
Distribution of turnover
The export content continues to increase and already reaches 95% of total sales during 2014.
The European market remains with 63.4% by far the biggest market for the Group and whereas sales towards the American continent increased over the last years up to over 20%, we noted a slight decrease during 2014 towards 18.6%.
It is expected that the American content of the sales will continue to grow as the sales for BMT Aerospace
USA, but also the American sales of the OMCO and IGW division are expected to further increase in the years ahead.
Sales of the Glass Engineering division, which in past years also contributed to the increasing content of global sales to the American continent, have now declined, not only in overall numbers but also for the American continent.
The table for the period 2010-2014 gives an overview of the export per region for the whole Group.
2010 2011 2012 2013 2014
EUR million In % EUR million In % EUR million In % EUR million In % EUR million In %
Belgium
Europe
Americas
Africa
Far East
14.15
151.79
35.87
4.47
33.08
5.9
63.4
15.0
1.9
13.8
16.83
180.68
41.54
8.60
37.60
5.9
63.3
14.6
3.0
13.2
16.50
171.22
48.51
17.22
37.86
5.6
58.8
16.7
5.9
13.0
14.68
151.69
55.43
15.96
32.88
5.4
56.1
20.5
5.9
12.1
13.54
157.42
50.23
12.25
36.17
5.0
58.4
18.6
4.5
13.4
Total 239.36 100.0 285.24 100.0 291.35 100.0 270.64 100.0 269.61 100.0
Growth strategy
The distribution of turnover for each activity sector in recent years is as follows.
2012 2013 2014
GLASS Division
- Glass Moulds
- Glass Engineering
48.4 %
35.6 %
12.8 %
47.4%
38.7%
8.7%
44.7%
40.5%
4.2%
GEARS Division
- Industrial Gears
- Aerospace
49.5 %
30.9 %
18.6 %
51.6%
30.0%
21.6%
55.3%
34.3%
21.0%
GLASS PROCESSING Division 2.1 % 1.0% -
17
The GEARS division has, as expected, increased its share of the Group’s sales quite well above 50%. Main reason hereof is the combined effect of an increase of its own sales as well as due to an important decrease of the sales of the Glass Engineering division, enhanced by the sale of the F.I.C. (UK) Ltd shares beginning of 2014.
As both the GLASS division and the GEARS division are expected to increase their 2015 sales compared to 2014, the share of both divisions will remain on the same level by end 2015.
Sales and growth strategy by division
GLASS DivisionThe GLASS division’s sales went down from 128.3 million EUR in 2013 to 120.5 million EUR and thereby its share in the total Group’s sales dropped to 44.7%.This sales reduction is caused, to a major extent, by the sale of F.I.C. (UK) Ltd beginning of 2014.
Glass Moulds subdivisionThe Glass Moulds realized a sales of 109.3 million EUR, exactly as expected, which compared to the 104.8 million EUR of 2013 represents an increase with 4.3%.
Whereas stable sales were expected for the foundry division, this was indeed the case for the Belgian foundry, though the Slovenian foundry on the other hand managed its sales to increase with 10.8%. It has to be noted that OMCO Feniks Slovenia managed to obtain this increase without having realized the investment aimed at increasing its capacity mainly dedicated for castings for the Glass Mould activity of the Group.This investment has been further delayed during 2014 but should now become operational as from the third quarter of 2015 onwards.
The Glass Mould units have, as expected, realized another sales increase and this despite having closed the production capacity of the EMCO USA plant. Most of the machines, and consequently the
related capacity, have been transferred to Romania and Croatia, creating a production and sales increase in both units, for Romania even with 36% compared to 2013.
Net investments for the division reached 11.0 million EUR, i.e. even over 10% of the annual sales and for 2015 the board has agreed to an investment budget of even 18 million EUR.This amount not only includes the delayed investment in a dedicated foundry for glass mould castings but also the construction of extra premises and further increased capacity in our Croatian plant.
In case all these investments are realized within the assumed time limits, the board believes that the division’s goal to aim for increased sales up to 120 million EUR is realistic.
Glass Engineering subdivisionBoth following the sale of F.I.C. (UK)Ltd beginning of 2014 and the slowdown of the order-intake during 2013, it was expected that sales would drop to 15 million EUR in 2014.
Final sales only amounted to 11.3 million EUR as the slowdown in order-intake also continued during the whole of 2014 and the cyclical downturn of the global glass market thereby exceeds in length any of the previous downturns which we have experienced over the last decades.
Even though sufficient projects have been studied and quoted over the last year, decisions always have been postponed and only during the first quarter of 2015 the first signs started to indicate the cyclical downturn of the market may have come to an end.
For 2015, the Board of Directors expects similar sales as during 2014, i.e. approximately 11 million EUR.
GEARS DivisionThe GEARS division managed to increase its sales with 9.5 million EUR (+6.8% versus 2013) up to 149.1 million EUR.
18
Industrial Gears subdivisionIndustrial Gears saw its sales increase to 92.5 million EUR, i.e. an increase with 11.2 million EUR or 13.8% compared to its 81.3 million EUR of 2013.
It has been proven that investing in the reinforcement of the sales organization and the rebranding of the division in IGW power over the past years have started to yield the expected results during 2014 with an increase in sales which by now reaches the highest level of the last 5 years.The results of these increased sales efforts should also continue to have positive effects during 2015 and the IGW division is expecting another 5-10% sales increase, whereby sales may further increase up to 100 million EUR.
Starting 2014 the US activities have been incorporated into the newly founded IG Watteeuw USA, located in Zanesville, Ohio, where they, beginning 2015, have acquired the premises of EMCO USA who has seized their production activities.The US unit serves as the assembling plant for metro and railway transmissions for the US market on one hand but also as a distribution centre for some of the US customers of the division.
For logistic reasons, the Chinese service centre in Taiyuan will be moved during the first quarter of 2015 to a new location in Qingdao and will serve from there the overhaul of our own-produced metro and railway transmissions.Whereas the Chinese division has been looking to relocate its Suzhou operations, even though in the vicinity of the present plant, it now has been decided to maintain the operations at the present location, even though somewhat improved, for the next coming years.
The Romanian unit has extended its premises in Iasi, following the relocation of the construction division to its new premises on the city borders, and will take full advantage during 2015 on completing a full re-layouting of the factory which should yield increased efficiency for the years to come.
After many years of extensive search on further investing in the Asian market, this has led to final negotiations during 2014 which as from the second semester of 2015 should lead to a majority participation in an Indian manufacturer of gears and transmissions for the agricultural and construction market.This should additionally enhance the division’s possibilities of entering the promising Indian railway market for which important investments have been announced for the years ahead.
For 2015, the Board of Directors expects sales to reach 100 million EUR.
AerospaceThe Aerospace division reached sales number of 56.6 million EUR, i.e. a decline with 1.7 million EUR, representing 3% compared to 2013.
After 10 years of consecutive growth, the division has not been able to meet the expectations of a further growth during 2014.
Reasons hereto are mainly due to two main factors:• The USD exchange rate, of huge importance since
the aerospace market is a nearly 100% driven USD market, has been budgeted somewhat differently during 2014 and the expectations of a stronger USD have not been realized to the expected extent during 2014.
• The slowdown of the US military spending has also had a higher impact during 2014 compared to expectations on mainly the US operations of the aerospace division which depends to some 50% on US military spending.
As for 2015, it seems that both above mentioned factors are completely changing and the quickly and hugely stronger becoming USD will impact sales and results positively.
The Board of Directors expects a 10% sales increase during 2015 which should lead to sales in excess of 60 million EUR.
19
Personnel
The total number of employees increased with 62 colleagues during 2014, reaching 3,055 by the end of the year.
As sales increased in the Glass Moulds division and in the Industrial Gears and Transmission division, it seems logical that the personnel increase is to be found in both divisions.Sales on the other hand decreased in the Aerospace division as well as in the Glass Engineering division and both divisions saw their personnel numbers drop.
The table below shows the evolution in employment figures within the various divisions at the end of 2013 and 2014.
The Glass Moulds division realized once more the biggest increase, this time with 116 extra colleagues, the major part thereof in Romania (+70) and Croatia (+52), whereas the personnel decreased in the Hamme foundry. Last year the sales decrease could still be handled by using the system of technical unemployment. In 2014 the sales have not picked up as expected and lay-offs could no longer be avoided.Personnel also decreased in EMCO USA since operational activities have been ceased in this unit which from the beginning of 2014 onwards only acts as a sales and distribution centre for the US market.
The Industrial Gears and Transmission division saw its sales increase with 13.8% compared to 2013 and with 2.6% compared to 2012. Their total personnel
Personnel and investments
2013 2014 difference
Blue collar
GLASS Division
- Glass Moulds
- Glass Engineering
GEARS Division
- Industrial Gears
- Aerospace
2,214
1,203
1,072
131
1,011
708
303
2,256
1,255
1,153
102
1,001
709
292
+42
+52
+81
-29
-10
+1
-11
White collar
GLASS Division
- Glass Moulds
- Glass Engineering
GEARS Division
- Industrial Gears
- Aerospace
BMT HQ
779
324
240
84
445
327
118
10
799
340
275
65
450
330
120
9
+20
+16
+35
-19
+5
+3
+2
-1
TOTAL
GLASS Division
- Glass Moulds
- Glass Engineering
GEARS Division
- Industrial Gears
- Aerospace
BMT HQ
2,993
1,527
1,312
215
1,456
1,035
421
10
3,055
1,595
1,428
167
1,451
1,039
412
9
+62
+68
+116
-48
-5
+4
-9
-1
20
numbers only increased with 4 people compared to 2013 which also, as expected, added to the increased profitability of the division during 2014.The Glass Engineering division saw its personnel numbers drop again with 48, mainly in the Romanian plant with some 30 persons. The total decrease also includes the 14 colleagues of FIC (UK) Ltd which are no longer part of the Group since the beginning of 2014.
Further, the Aerospace division, who saw its sales reduced by 3%, noted a reduction in their personnel numbers with 9 units compared to end 2013.
Belgian employment has slightly further reduced to 406, compared to 419 by end 2013 and represents 13.29% of total employment of the Group.
The chart hereafter presents the overview of the Group’s annual employment numbers by end December in Belgium and abroad from 2010 until 2014.
Personnel numbers have only increased in the Eastern European countries (+97), whereas the personnel number in China remained closely at the same level (+1) and the numbers dropped in Belgium (-13), Western Europe (-18), and also in USA (-17).It is hereby to be noted that:• The reduction in Western-Europe is nearly
completely due to the divesture in F.I.C. (UK) Ltd (14 employees out of a total reduction of 18)
• The increase of employment in Eastern Europe is, except for Czech Republic (-13) noted in all other countries: Romania (+42), Croatia (+52), Slovenia (+11) and also Turkey saw its personnel number grow with 5 members.
Employment outside Belgium further increased slightly from 86.0% by the end of 2012 till 86.6% by the end of 2014.
3500
3000
2500
2000
1500
1000
500
0
2010 2011 2012 2013 2014
414
426
431
228
239
236
1,79
1
1,96
6
2,02
1
137
163
167
144
161
173
2,71
4
2,95
5
3,02
8
● Belgium ● Western Europe ● Eastern Europe ● America ● Asia ● TOTAL
419
406
177
159
2,09
6
2,19
3
162
157
139
140
2,99
3
3,05
5
21
Investments
Investments in tangible fixed assetsWhereas a budget of 30 million EUR was approved, the final net invested amount reached only 26.1 million EUR by end 2014, also since the investment in a dedicated foundry for Glass Mould castings in Slovenia was also further delayed during 2014 and will only be finalised by mid 2015.
Net investments are allocated over the two divisions as follows: Glass division (11.8 million EUR), Gears division (14.3 million EUR).
The following chart gives an overview of the Group’s net investments in intangible and tangible fixed assets between 2010 and 2014, divided over the divisions.
Investments in the Glass division (totalling 11.8 million EUR) contain:• The major part of the investments (11.0 million
EUR) have been allocated to the Glass Mould division whereby, same as last year, the bulk of the investments have been allocated to the Croatian plant (6.1 million EUR) and the Romanian plant (3.3 million EUR).
• Major investments are focussed on increasing the capacity of both units and include:- Integrated milling and turning centres and
further robotized manipulation cells for both the mould department as well as for the centralized Croatian neck ring department.
- Additional grinding, milling and turning centres, which also benefitted from an EU funded project were installed, totalling 23 machines, were installed in Romania allowing to cope with the continuing increase in sales also during 2014.
• Investments for the Glass Engineering division
(0.8 million EUR) were limited since the major investment in the Romanian new plant was finished by mid 2013.
Investments in the Gears Division (totalling 14.3 million EUR) were spread over the 2 subdivisions:• Investments amount to 5.6 million EUR for the
Aerospace division and this year the major part (3.3 million EUR) was allocated to the Fraser and Iasi plants. Both plants invested in Reishauer gear grinding machines whereas the Belgian plant (2.3 million EUR) major investment were the vacuum furnace.
30
25
20
15
10
5
0
2010 2011 2012 2013 2014
6.3
11.2 11.010.29.3
17.2
20.4
27.4
4.7
● Glass Division ● Gears Division ● Total
14
11.8
7.6
14.3
21.6
26.1
22
23
• Net investments for the Industrial Gears division reached 8.6 million EUR and nearly half of the amount (3.9 million EUR) was invested in the Romanian plant with different gear grinding machines including a new gear measuring machine.
The plant also invested in a refurbishment of the building, which during 2015 will allow a better
workflow of the different product lines in the factory.
The Oostkamp plant has invested 2.2 million EUR and a major part thereof related to the upgrading and re-layouting of the offices
The table below summarizes the net investments over the various divisions as per end 2014.
In 1,000 EUR
Land &
buildings
Machinery
& equipment
Furniture &
vehicles Leasing
Other tangible
assets
Assets under
construction Total
GLASS Division- Glass Moulds- Glass Engineering
GEARS Division- Industrial Gears- Aerospace
BMT HQ
25,03912,55412,177
21,02513,7577,268
0
29,16127,9781,183
30,29616,51313,783
3
2,4392,354
85
1,6361,103533
263
642
000
0
714130585
000
81
1,9701,970
0
1,9261,660266
0
59,33044,98914,341
54,88333,03321,850
347
Total 46,064 59,460 4,339 6 796 3,896 114,252
Investment prospects for 2015Just as for 2014, the Board of Directors has in principal agreed on a total investment budget for tangible fixed assets in top of 30 million EUR.
These investments will also still comprise an important building investment, i.e. a major extension of the premises in the Croatian factory, needed following the increased sales which is expected also during 2015.
The remainder of the investment program will be allocated to investments in machines and robotised cells spread over the different divisions.
Including the investment in the dedicated foundry in Slovenia as well as the building expansion in the Croatian factory, more than 60% of the 2015 investment program will be allocated to the Glass Mould division.
This investment budget excludes any possible financial investment if additional businesses were to be acquired through partnerships or acquisitions.Final negotiations have been conducted during end 2014/beginning 2015 which will lead to a majority participation in an Indian Gear Manufacturing plant during 2015.
24
Different environmental domains are affected by the operations at our various facilities of BMT. Actions undertaken and maintained, to reduce this environmental impact, are situated in various environmental domains e.g.:• Energy• Water• Air emissions • Soil• Waste• Transportation
Environmental authorization files have been submitted for our different Belgian sites and an authorization for 20 years has been granted to:• BMT Aerospace International at Oostkamp,
Belgium• IG Watteeuw International at Oostkamp, Belgium• OMCO International at Aalter, Belgium
Energy
More efficient use of energy lowers our production costs, conserves limited energy resources, and increases productivity. The more efficient use of energy also has positive impacts on the environment, including reduced emissions of greenhouse gases and air pollutants.It is clear that increasing the efficiency of energy use could result in substantial benefits.It is a continuous challenge to identify opportunities to optimize energy efficiency in the common energy systems that are used across our manufacturing processes.All these actions will help to reduce the global footprint of our overall actions at the different locations.
BMT Aerospace International at Oostkamp, Belgium has: • Integrated an improved level of insulation on the
roof of the heat treatment department to reduce the energy needed for heating and cooling.
• Installed a new ventilation unit with integrated heat recovery in the heat department.
• Installed a high efficient lighting in the heat treatment department.
• Installed a new vacuum heat treatment furnaces to replace the existing multi-purpose chamber furnaces
BMT Aerospace Romania at Iasi, Romania has: • Continued working on optimizing the process
for cyanide waste water treatment and managed to reduce the average treatment time for each batch with an average of 20%.
• Started an optimization process on the efficiency in the heat treatment department to obtain a reduction on gas consumption
OMCO International division OMCO Metals at Hamme, Belgium has:• Installed a new building with improved levels of
insulation for the restrooms and sanitary in order to reduce the energy for heating and offer our employees an upgraded location.
• Installed an energy recuperation system on the heat of discharged waters from the showers.
OMCO Romania at Iasi, Romania has:• Installed a high efficient lighting through LED in
the workshop to bring back the needed energy to 1/3rd of the previous level.
IG Watteeuw CR at Brno, Czech Republic has:• Gradually continued the replacement of existing
windows in the production area and administrative building by better thermo insulated windows.
• Installed new heaters for the production of hot water, used for heating and washing, and better energy efficiency.
Environment
25
• Updated the control system for gas heaters in the production area to reduce the consumption of natural gas.
• Replaced the lighting in production area for reduction on energy needed.
IG Watteeuw Romania at Iasi, Romania has:• Installed a new air compressor with improved
energy efficiency for the compressed air network.• Replaced the workshop heating systems in order
to reduce the gas consumption.
IG Watteeuw International at Oostkamp, Belgium has:• Started the renovation of the existing offices with
implementation of energy efficient technology: traditional heating has been replaced by floor heating for reduced energy consumption, windows have been replaced by better insulated windows, air conditioning systems have been replaced by a well designed ventilation system, outer walls and part of the roof have been improved with extra insulation, high performant LED lighting has been installed into the offices.
CNUD-EFCO International at Zellik, Belgium has extended detection of presence for lighting into their renovated offices.
Water
The fact that issues of water quality, quantity, management and flooding are essential for our common future is undeniable. Existing water infrastructures are becoming vulnerable to extreme rainfall events which are often linked to climate change. Floodings caused by extreme rainfall demand a different approach: increased amounts of paved surfaces prevent infiltration into the ground and rise the demand for temporary storage with retarded disposal or harvesting systems for re-use. Rainwater is a free water source provided by nature and by capturing and collecting rainwater we can
significantly offset our potable water use. This will not only reduce the cost for potable water but is also a sustainable, efficient use of water resources.Depending on the local yearly average rainfall the installation of rainwater harvesting systems can reduce the need for potable waters. Rainwaters can also be used as cooling water to replace the need for groundwater.
Based on our experiences and through legislative responsibilities we continue our efforts and investments in rainwater harvesting systems and actions to reduce our need for potable waters.
• IG Watteeuw Romania at Iasi, Romania has set up several actions to reduce the consumption of city waters, including needed repairs that resulted in spills; a new operator toilet has been installed with improved control and reduced need for waters.
• OMCO International’s division, OMCO Metals at Hamme, Belgium, has integrated a 20,000 liter harvesting system for re-use of rainwaters at the newly constructed building for restrooms and sanitary.
• OMCO Romania at Iasi, Romania has installed a chiller with recuperation of distillated water to be re-used as set-up water for cooling waters.
Air emissions
Industrial emissions of greenhouse gases and air pollutants need to be monitored and reduced. Monitoring programs are installed to control emissions in order to operate in conformity with local legislation.Implementing new and other technologies will help us to reduce the emissions to the atmosphere.
• OMCO GMA Austria at Köflach, Austria has installed extra dust collectors on several machines to filter machine exhausts.
26
• IG Watteeuw Romania at Iasi, Romania has installed new exhaust emulsion systems on their machines to decrease emissions in the workshop and uncontrolled emissions.
Soil
Dangerous and hazardous goods are commonly used into our processes and their presence demands that they are stored and handled safely. To reduce the potential for soil contamination due to spills or accidents, secondary containment for the storage is implemented.
• IG Watteeuw International at Oostkamp, Belgium, has: – Started the first phase on sanitization of the
soil contamination that was historical created through leaking of chip containers. For future prevention a new system has been installed for the location of the chip containers and the installation of a retention for dripping emulsions.
– Installed a double wall tank for storage of 30m³ waste emulsions and by this increased capacity reduces the needed hauling transports.
– Installed fire resistant cabinets for storage of flammable goods
– Integrated an oil-water separator on the discharge of runoff waters from concrete platform on the outside.
• BMT Aerospace International at Oostkamp, Belgium, has extended the storage on secondary containment for barrels in production.
Waste
The different processes of our activities generate both non-hazardous and hazardous waste. To minimize the environmental impact of the amounts of waste produced we are setting up programs for sorted disposal. A program for sorted disposal needs appropriate material-specific bins to collect and temporary store the collected waste.
• BMT Aerospace International at Oostkamp, Belgium, has installed an hydraulic press to compact the metal chips from cutting processes. This hydraulic press reduces the volume of chips to be disposed of and by this the needed hauling transports for removal.
• OMCO International at Aalter, Belgium, has: – Installed a double wall tank for storage of
30m³ waste emulsions and by this increased capacity reduces the needed hauling transports.
– Started a new system for the location of the chip containers and the installation of a retention for dripping emulsions.
Transportation
The BMT Group Car Policy has been updated by more severe limits on exhaust emissions to lower the general impact of BMT’s fleet vehicles and follow evolution of available technology.
Cnud-Efco
27
28
Consolidated results have been established on basis of IFRS principles since 2005.
Current gross operating cash flow reached 53.55 million EUR compared to 48.67 million EUR during 2013, i.e. an increase with 10.0%.Net operating profit amounted to 26.30 million EUR compared to 24.57 million EUR in 2013, i.e. an increase with 7.1%.
• Gross operating cash flow: increased from 48.67 million EUR during 2013 to 53.55 million EUR during 2014. As a percentage to sales, the gross operating cash flow for 2014 increased from 17.98% during 2013 to 19.86% during 2014.
• Consolidated net profit: increased from 24.57 million EUR during 2013 to 26.30 million EUR during 2014, i.e. an increase with 7.1%.
As a percentage to sales, the consolidated net profit increased from 9.1% during 2013 to 9.8% during 2014.
Consolidated results
2010 2011 2012 2013 2014
60
55
50
45
40
35
30
25
20
15
2010 2011 2012 2013 2014
43.54
20.64
57.02
52.55 53.55
35.37
27.80
40
35
30
25
20
15
10
5
0
The table below represents the gross cash flow from 2010 till 2014.
Gross cash flow
The following table represents the net profit from 2010 till 2014.
Net Profit
48.67
24.5726.30
29
The table below gives an overview of the results of 2012, 2013 and 2014, all based on IFRS reporting principles.
IFRS 2012 2013 2014 Difference
Net profit
Amortisation of goodwill
Net operating profit
Depreciation of fixed assets
Net cash flow
Deferred taxes
Net cash flow
Taxes
Gross operating cash flow
27.80
0
27.80
15.53
43.33
-0.42
42.91
9.64
52.55
24.57
0
24.57
17.71
42.28
-1.07
41.21
7.46
48.67
26.30
0
26.30
17.41
43.72
+0.45
44.17
9.38
53.55
+1.73
0
+1.73
-0.30
+1.44
+1.52
+2.96
+1.92
+4.88
30
The following Corporate Governance information is provided.
Composition of the Board of Directors
Directors
Term of appointment
(closing of annual meeting) Main job if outside the company
J.PEAS bvba, Chairman (1),with permanent
representative Mr. J.P. SEYNAEVE
Bonem bvba, Vice Chairman (2), with permanent
representative Mr. M. OOMS
Kleding Demolux nv, Director (1), with permanent
representative Mr. A. SEYNAEVE
Jean-Christophe Seynaeve
bvba, Director (3), with permanent representative
Mr. J.C. SEYNAEVE
Midelco nv, Director (4), with permanent
representative Mr. P. VLERICK
Group De Cloedt nv, Director (5),
with permanent representative Mr. F. COUSIN
2015
2015
2019
2017
2019
2020
Managing Director, Chairman STHI nv
Non-executive Director in
different companies
Managing Director STHI nv
Managing Director
Jean-Christophe Seynaeve bvba
Chairman UCO nv
Director Group De Cloedt nv
(1) Non-executive director attached to shareholder Sigma Invest sàrl(2) Non-executive director(3) Executive director(4) Non-executive director attached to shareholder B.M.H. nv(5) Non-executive director attached to shareholder DC Overseas SA
The Board of Directors consists of six members:• one executive director:
– Jean-Christophe Seynaeve bvba, permanently represented by Mr. Jean-Christophe Seynaeve, C.E.O. BMT Group
• four non-executive directors: – two of them are members of the Board of Directors of STHI nv, J.PEAS bvba, with permanent
representative Mr. Jean-Pierre Seynaeve, Chairman and Managing Director and Kleding Demolux nv, with permanent representative Mr. Arthy Seynaeve, Managing Director;
– Midelco nv, with permanent representative Mr. P. Vlerick;– Group De Cloedt nv, with permanent representative Mr. François Cousin.
• one independent, non-executive directors, – Bonem bvba, with permanent representative Mr. Marc Ooms.
Corporate Governance
31
Rules and regulations concerning appointment and re-election of directors“The directors, who may or may not be shareholders, are appointed by the General Meeting for a maximum term of six years. Their appointment commences after the General Shareholders’ Meeting, which decides on the appointment, and ends at the closing of the annual meeting. Resigning directors are eligible for re-election.” (Articles of Association, art. 16)
Operation of the Board of Directors“The Board of Directors may perform any act deemed useful or necessary for the realisation of the company objectives except those reserved by law for the general shareholders’ meeting”. (Articles of Association, art. 15).“The meetings are held at the registered office or any other location in Belgium or abroad as specified in the notice of the meeting” (Articles of Association, art. 20).
The Board of Directors meets minimum six times a year and deals with the compilation of the annual accounts and all other matters entrusted to it through the Articles of Association and by law. The following issues are covered, among others: approval of budgets including investment budgets, handling of acquisition files, recruitment, promotion and remuneration of top executives and the monitoring of the monthly results of each establishment. These results are reported in a uniform way within the whole Group in order to facilitate comparisons over time or between divisions. The members receive the relevant information in good time in order to make proper preparations for the meeting.
Rules in the Articles of Association on decision-making“The meetings are convened by the chairman or by two directors. (Articles of Association, art. 20)The Board of Directors elects a chairman and a vice chairman among its members. In their absence, the Board of Directors will be presided by the oldest director present.” (Articles of Association, art. 18)“The Board of Directors may only validly deliberate and decide on items put on the agenda if at least half of its members are present or represented.On items not listed on the agenda, the Board of Directors may only validly deliberate and decide if all members are present and approve the decision.Any director who is unable to attend or who is absent may appoint one of his colleagues on the board by letter, telegram or fax to represent him at a particular meeting of the board and to vote on his behalf.The director granting a power of attorney shall then be deemed to have participated in the voting. No mandatory may represent more than one director.In exceptional cases, if the urgent needs and interests of the company require this, the decisions of the Board of Directors may be taken by unanimous written consent of the directors.All decisions of the board are taken with an absolute majority of votes. In the event of a tie, the chairman shall have the casting vote, except if only two members are present.” (Articles of Association, art. 21).
The decisions of the Board of Directors are normally taken with a consensus of votes.
32
Day-to-day management“The Board of Directors may assign the company’s day-to-day management to one or more directors or to one or more managers or other persons, who may or may not be shareholders. Their special remuneration will be determined by the Board of Directors.They may always be re-elected and their jobs may coincide with those of chairman or vice chairman of the Board of Directors”. (Articles of Association, art. 27).“The Board of Directors may set up an executive committee whose members may be chosen from within or outside the Board. It stipulates the powers of this committee, governs its operation and decides on the remuneration of its members”. (Articles of Association, art. 23).“The company shall be validly represented judicially and extra-judicially:• either by two directors jointly;• or by special mandatories, within the bounds of
their power of attorney;• or by the person charged with day-to-day
management, within the bounds of this management role”. (Articles of Association, art. 28).
Day-to-day management of the divisions is entrusted to a managing director and management meetings are held within each activity at regular intervals (every two months), which deal with all aspects of the company policy, and the respective divisional heads report on the implementation of policy options as decided by the Board of Directors.
Appropriation of profit“The credit balance of the profit and loss account is appropriated as follows:1. a minimum of five percent is first deducted to
form legal reserves until this amount has reached one tenth of the share capital;
2. the General Meeting decides on the appropriation of the balance as proposed by the Board of Directors.
The General Meeting may decide to increase the part that is allocated to legal reserves before the end of the year.” (Articles of Association, art. 42).“The dividends are paid within six months at the latest, at the place and time stipulated by the Board of Directors.The Board of Directors may decide to award interim dividends”. (Articles of Association, art. 43).
The Board of Directors has a clear option to increase the growth of the BMT Group within the Glass Division and the Gears Division.This growth must be financed largely through internal resources in order to create shareholder value. As a specific dividend pay-out ratio it has been agreed that 1/3 of the net consolidated profit will be proposed as a dividend pay-out.
Based on the 2014 consolidated net profit, the Board of Directors proposes a total gross dividend pay-out of 8.738.390 EUR.
Relations with dominant shareholdersA shareholder agreement has been entered into between the major shareholding groups, Sigma Invest sàrl (70%), BMH nv (20%) and DC Overseas SA (10.0%), granting either party pre-emptive rights should one of the parties decide to sell its shares.As a result of the aforementioned agreement, no shareholders’ or directors’ committee has been set up.
33
Committees set up by the Board of DirectorsAudit committeeAn audit committee has been set up as a subcommittee of the Board of Directors, consisting of three members.The members are two non-executive directors, Mr. P. Vlerick – also chairman of the audit committee – and Mr. Jean-Pierre Seynaeve and one executive director, Mr. J.C. Seynaeve. The members have been appointed for a term of three years. If their appointment as director has less than three years to run, their term of appointment will be limited to the remaining duration of their appointment as director.
The main task of the audit committee is to assist the Board of Directors in its supervisory role, in particular with checking: • financial information intended for both
shareholders and non-shareholders;• the internal audit system set up by the Board of
Directors and management;• the audit process.
The audit committee meets two times a year and reports to the Board of Directors. The following issues are on its agenda and are within its authority:• financial information: annual accounts, annual
report, interim reports and other reports and information for third parties;
• internal monitoring;• the audit process;• other tasks: corporate governance, environment,
conflicts of interest, etc.
Remuneration and appointment committeeA remuneration and appointments committee has been set up as a subcommittee of the Board of Directors. The members of this committee are Messrs. J.P. Seynaeve, J.C. Seynaeve and M. Ooms.
The committee proposes the levels of remuneration paid to the directors and to the senior executives of the various divisions.The committee, which meets twice a year, is also responsible for monitoring the implementation of its proposals.
Auditor’s remuneration for additional servicesIn consequence of the additional tasks carried out at the request of the Board of Directors, the auditor received remuneration for an amount of EUR 43,485,- during the past financial year.
34
Turnover distribution 2014
■ Glass Division 44.7 %■ Gears Division 55.3 %
2010 2011 2012 2013 2014
Sales (million EUR)
Personnel
115.96
1,337
149.20
1,446
141.12
1,486
128.35
1,527
120.53
1,595
Glass moulds (40.52 % of group turnover)
2010 2011 2012 2013 2014
Sales (million EUR)
Personnel
88.13
1,098
112.29
1,197
103.85
1,239
104.80
1,312
109.23
1,428
The Glass Container industry in 2014 proved difficult, especially in Europe, however the OMCO Group of companies overcame any demand issues, increasing sales with 4.3%.OMCO succeeded in increasing its market share in many regions, but most pleasing was the fact that OMCO managed to break into some very distant markets.Overall the OMCO Group grew significantly via an increase in personnel and heavy sound investments in automation and robotization.
Glass container moulds
OMCO BelgiumThrough further investments, the plunger operations managed again to increase the overall output in 2014.
Even though there is as yet no low cost plunger producer, the plunger market is very competitive and quick turnaround is essential for success. OMCO Belgium re-aligned its planning to meet the market demands and at the same time was able to fill the increased capacity.
OMCO UKOMCO UK had a good year despite the pressure coming from mould makers far and wide who continue to show interest in the UK market.Fortunately the British market has many premium products, both in shape and decoration, which fits well with the setup of OMCO UK. In addition it is very “New Product” driven and in 2014 the company was able to win a fair share of that market with short deliveries and high quality.
Glass division (44.71 % of group turnover)
Omco
35
36
Increased and thoughtful subcontracting to other OMCO sister-companies gave extra strenght to OMCO UK which will gain further momentum in 2015.
OMCO CroatiaThe OMCO Group’s flagship operation continues to exceed all expectations, it is now the single largest facility mould shop.Employing around 500 people, this facility is producing annually 70,000 cavities and in excess of 250,000 neck rings. The factory was full all year and in 2015, in order to meet demand, the new production hall will be completed.The employment of the best machine tools available and clever automation allow the unit to compete in all markets, including in markets traditionally served by far east mould makers.
OMCO AustriaSimilar to the UK facility, OMCO Austria has relied during 2014 on the local market and clever subcontracting to maintain an even keel. This will continue in 2015, at the same time searching for niche, high value markets where price is not always the major driver.
OMCO RomaniaLike our Croatian facility, OMCO Romania has benefitted from continuous investments which helped them to assist OMCO to compete around the globe. From humble beginnings they are still learning but have now the capability to produce approximately 900 cavities per week, of all complexities.In 2014 they introduced the manufacturing of plunger coolers to their portfolio and are now able to meet demand, producing a quality cooler at a price which gives the OMCO Group a competitive edge. OMCO IstanbulDue in part to the relationship with our 50/50 JV partner Anadolu Cam, OMCO Istanbul was able once again to record good results. Solid investments linked to a stable market place have allowed OMCO Istanbul to continue the trend of the last few years.
EMCO USAThe EMCO division stopped all production of glass moulds beginning of 2014 and concentrated successfully on the OMCO Group’s sales for the American market.Nearly all of their machines were transferred to the Romanian and Croatian facilities which helped both units to cope with the increasing capacity requirements.
Foundries
OMCO FeniksThe growth that began several years ago continued in 2014 and we were able to achieve a record output at our Slovenian foundry.It enabled us to keep the foundry at its full capacity limit and thanks to the investment project which is in progress, we will be able to continue that growth in 2015.Planned completion of the investment is scheduled for the end July, with the goal of beginning full production in September.The foundry operates in two product groups, mechanical castings and castings for glass moulds, the production increase in 2014 being achieved in the main on the Glass Mould side and this trend will continue in the future.
OMCO MetalsAfter the restructuring and changes implemented in recent years, we were able to work at full capacity during 2014, taking into account a modified structure of the product range.The general complexity of products has increased and most of the Hamme foundry production focused on the higher complexity type of product, however production of castings for glass moulds will continue.Significant investments have been made in modernizing the method of pattern making, the pattern shop has now been completely transferred to CNC technology.Following the restructuring and investments made, production growth is projected for 2015.
37
Glass engineering (4.18 % of group turnover)
2010 2011 2012 2013 2014
Sales (million EUR)
Personnel
27.83
239
36.91
249
37.27
247
23.55
215
11.27
167
The Glass Engineering group includes the CNUD-EFCO activities and the construction activities in Romania. F.I.C.(UK) Ltd has been sold on January 10th 2014.
After the slowdown of mature economies such as North America and Europe, the flat glass market was also hit during 2013 and 2014 in the other parts of the world like China, Latin America and Russia.
The overall reduced demand in the architectural and automotive industry has led to low prices, increasing stocks and overcapacity, this consequently led to a reduced number of new investments in greenfield projects.
38
Moreover the Asian glass producers also have to face investments to reach ecological government constraints on existing plants. Some glassmakers decided to close production lines, others put their lines on hold awaiting a repaid and increasing demand.
For CNUD-EFCO International, the drastic reduction in sales from 23.5 million EUR in 2013 to 11.3 million EUR in 2014 is mainly explained by the economic drawback as well as increasing competition from Chinese suppliers in their domestic market. The 2013 CNUD-EFCO Group sales also included 6 million EUR from F.I.C.(UK) Ltd which has been sold to Glass Service, a Czech company active as an advanced solutions supplier in the field of glass melting, conditioning and forming, which offers a better synergy to the F.I.C. activities.
The company has supplied a project in Thailand for ultrathin glass (2,8 million EUR) with its new developed technology of ceramic coated heat exchangers with satisfying results in process optimization and a happy customer. The CNUD-EFCO roof business accounted for another 1.3 million EUR.
With the reduced activities in the float market, CNUD-EFCO has also produced some new products such as the supply of an oil quench bath for steel heat treatment, fan housings and dollies for airport transportation.
In Romania, the move to a brand new 11,000 m² factory in Iasi was successfully realized midyear and offers greater flexibility to a broader product range.Also the Brussels’ offices moved to a renovated building offering the possibility to regroup design and engineering teams in open spaces.
Last quarter of the year, the focus was put on two important internal projects: the purchase of a new ERP package and a diversification exercise. The latter would lead to starting up a second business unit through business development or acquisition.
First quarter of 2015, the growth in the construction and automotive industry seems to fuel again the flat glass market with investments mainly in Asia and the Middle East, based on an increasing demand of value added glass in building and construction, energy efficient products like solar glass, insulating glass, increased impact resistant glass, low e-glass advanced acoustic control and water management features.For CNUD-EFCO, this translates in a first quarter with 3 signed orders though the year 2015 will be at an equal activity level as 2014.
39
Turnover distribution 2014
■ Glass 44.7 %■ Gears 55.3 %
2010 2011 2012 2013 2014
Sales (million EUR)
Personnel
118.30
1,449
130.44
1,315
144.22
1,475
138.58
1,456
149.08
1,451
As from 2010 onwards, the Gears division has further strengthened the technical expertise and related synergies between its 2 subdivisions, Industrial
Gears and Aerospace, and will continue to do so in the future.
Industrial gears & transmissions (34.31% of group turnover)
2010 2011 2012 2013 2014
Sales (million EUR)
Personnel
80.13
988
86.12
1,089
90.17
1,079
81.27
1,035
92.50
1,039
Industrial GearsIn 2014 IGW was able to significantly improve output and performance. Although headcount was kept stable compared to 2013, IGW was able to increase its turnover to 92.5 million EUR, 13.8% above last year even though slightly below budget.At the same time operating results could be improved, both with respect to last year as well as budgeted numbers.On one hand a devaluation of the Czech Crown had a favorable impact though on the other hand all European plants realized important productivity improvements.
The sales situation proved stable and favorable during the entire year and the newly founded subsidiary in Zanesville, Ohio contributed with 3.6 million EUR.
Sales and marketsIGW consequently followed its endeavors towards a more customer-oriented organization in the past year. A detailed market segmentation strategy was developed and translated into a global marketing plan. First global commodity projects were closed successfully. IGW also realized entry into the oil and gas market with a top drive gearbox for a European customer, and into engine building, providing gears for two stroke engines.
Gears division (55.29% of group turnover)
40
Whilst Europe finally stabilized, China and Korea once again confirmed to be the biggest drivers of growth. In order to cater this growing demand, the sales team in China was reorganized and is led by a Chinese sales manager. In the meantime IGW has developed and became an established partner of the Chinese rail industry with more than 20 gearbox project implementations.
The US market performance remained under expectations, but continuous efforts were undertaken to make the IGW brand more visible and known to both existing and potential new customers.
InvestmentsApproximately 6 million EUR was invested into IGW’s European plants. The majority of these investments were related to the Iasi plant, where first steps towards a comprehensive renewal of aged machine installations were taken.Since its investment in an oil bath for gears up to 2-meters diameter, the plant in Oostkamp is now more than ever capable to accommodate orders for very large gearwheels. Also a new laboratory was equipped for assuring compliance of material characteristics as required for heat treatment purposes.
Besides an investment in a new vertical turning/milling center (Hessap 1000) and an associated tooth measuring machine (Wenzel) for gear wheels up to 1 meter diameter, a new gear grinding machine of the newest generation (Reishauwer RZ550) was installed, assuring enhanced process times and stability ever since.
The Brno plant participated by ordering a five axis machining center for combining machining operations for a large variety of gearbox parts and a large CNC lathe to turn shafts and wheel axles for prototypes and services up to a length of 3 meter.Both machines will be commissioned in the beginning of 2015.Development capacities were increased by investing into a modern and versatile motor/generator test rig for gearboxes and transmission components for transmission powers up to 400kW.
Minor investments in craning and routine testing were made in the subsidiary in Zanesville, to prepare for an expected intensified demand under the conditions of the Buy American Act.
OperationsAll IGW plants made huge efforts to identify productivity improvement measures. During multiple intra-functional projects with members of all plants, concepts were derived for realization in 2014 and upcoming years. In all plants, except the Chinese one, quick wins could be realized by partial layout changes.In Brno, first multiple machine operation concepts with embedded quality inspection were introduced and material flow within the assembly operations could be streamlined.Iasi is now prepared for a comprehensive layout change for the complete factory, to be realized next year.Oostkamp also re-positioned several machines accommodating first attempts towards multiple machine operations and better logistic accessibility.Major progress was made by implementing business process management, as all value generating processes could be mapped, harmonized and trained. Certification standards were reviewed and preparation for harmonization was made.Following the principle “processes drive ERP”, the new release of IGW’s ERP-system QAD was developed to be rolled-out step-by-step in all sites. The pilot implementation in the Brno plant went live in the 4th quarter of the year.
OutlookIGW will start 2015 with a well-stocked gearbox order book. Large frame contracts for loose gears are expected to be settled, mainly for the turbo-machinery market. Service activities like overhaul and repair maintenance are planned to become a more substantial part of the product portfolio, satisfying customers on a more international basis.High investments in modern multitask machines are also foreseen for 2015. By the end of the year, the ERP implementation will connect all plants and provide them with improved and harmonized master data
IGW
41
42
structures and better financial controlling standards.Suzhou will establish IRIS and Zanesville will achieve ISO 9001 certification.In India, IGW plans to acquire a majority participation in an established manufacturer for construction and agricultural equipment gears. This additional Asian hub will help to safeguard cost effectiveness and
increase chances to participate in the expected renewal of India’s aged railway infrastructure.2014 was a very successful year for IGW, having realized a positive upward trend in both sales and productivity. With this in mind, IGW feels well prepared to face 2015’s challenges and to realize a next step towards growth and profitability.
Aerospace (20.99 % of group turnover)
2010 2011 2012 2013 2014
Sales (million EUR)
Personnel
38.17
327
44.2
360
54.06
396
58.31
421
56.59
412
BMT Aerospace International nv – OostkampBMT Aerospace International nv & Eurair nv design, manufacture and market high technology components for the principal original producers in the worldwide aerospace market. Major customers are Airbus, Boeing, Bombardier, Embraer, Sukhoi, Irkut, Asco, Liebherr and Moog.
The company delivered a healthy performance during 2014 and continues to enjoy strong demand from the large commercial aircraft sector, where order books are at record levels.Working with our customers to provide innovative market leading solutions and keeping focus on highly engineered and tough-to-make products, promoted our company to a market leading gear solution provider.The outlook remains very encouraging, the build rates in the commercial aircraft market continue to increase and we also expect to benefit from the entry into service of new aerospace programs as Airbus’ A350XWB, Bombardier C-series, Embraer’s E2 Jet and Irkut’s MC21, on which we have significant content.
During 2014 BMT Aerospace International has further enhanced its product portfolio with new complex subassemblies for the flap actuation of commercial aircraft. Starting from forgings, the company does all the machining, heat treatments and surface enhancements to finally deliver a unique assembled, painted and serialized assembly.Another important milestone for BMT Aerospace International was the delivery of the first shipset of racks & pinions for the Irkut MC21 aircraft. For this program BMT Aerospace International takes design-, qualification- and certification responsibility.
Capex was over 3 million USD in 2014. The low pressure vacuum furnaces became fully operational and Nadcap accredited. Compared to atmospheric heat treatment, low pressure carburizing brings many advantages such as reduced distortion, which results in less hard machining and absence of intergranular oxidation.Furthermore, BMT Aerospace International has invested in the purchase of a new cylindrical grinding machine, in customized cleaning systems as the strict purity requirements in the aviation industry
43
are high, and in dynamic storage and retrieval system to improve significantly the efficiency of our working practices. A test lab for wear and endurance qualification tests has been installed at our R&T department. Further investments are targeted in new product development, technologies and additive manufacturing.
Environmental responsibility is increasingly important to all of our stake holders. Amongst many other environmental friendly actions the company installed a metal chip briquetter which transforms the metal chips from a disposal problem into dense, dry pucks. At the same time cutting oils and coolants are recovered for re-use, saving money and reducing environmental liabilities.
Staying focused on customer alignment, together with our operational excellence and developing our people will enable BMT Aerospace International and Eurair to deliver sustainable growth.
Besides the specific customer approvals, the EN 9100:2009; the AS9100 certifications and the NADCAP approvals for all specific processes, BMT Aerospace International & Eurair are holding an EASA Form 1 approval in accordance with PART21, Section A, Subpart G.
Since 1984 Eurair is shareholder and industrial partner of the Belairbus consortium.
BMT Aerospace – USA & RomaniaBMT Aerospace USA and Romania manufacturing centers achieved a combined turnover of 42.3 million USD for 2014. The company also maintains a strong backlog with long-term contracts spanning more than 5 years.
Though US Defense’ spending cuts continued to reduce sales through 2014, during the second half of the year, US defense activity began to increase with many of our customers.
BMT Aerospace USA has participated in several long term military proposals with deliveries extending through 2025. A notable highlight was the delivery of several development parts on the F135 Joint Strike Fighter.On the commercial side of the business, BMT Aerospace continued to produce flight test hardware for both the GE Leap and Pratt & Whitney Pure Power engine programs.In addition, BMT Aerospace was awarded a long-term contract to furnish the gears for the leap engine gearbox.
2014 capital investments included the modernization of our gear department with the addition of a state of the art Gleason RZ410 parallel axis gear grinder in early 2014. This equipment will enable BMT to produce higher quality gears with lower manufacturing costs, helping us to maintain and acquire additional work in an increasingly competitive market.
While the turnover for 2015 is expected to remain flat, the division remains optimistic as new commercial aircraft engine programs begin ramping up and existing gearbox business at BMT Aerospace moves from development to production.BMT Aerospace USA and BMT Aerospace Romania are continuing their efforts to diversify their customer base and product offerings. Both have invested significant efforts into the cultivating of its European opportunities. In January 2015, BMT Aerospace Romania received an award from Avio for the manufacture of parts for an environmentally green aircraft engine development program in Europe. The award marks the first order received from Avio and expands our product offering to include large epicycloidal ring and planet gears.
As the US defense market begins to improve and newer environmentally green aircraft engine program production ramps up, the division projects steady growth in annual revenues into the foreseeable future.
44
ANNUAL ACCOUNTS 2014
(summarized version)
Contents
Consolidated annual accounts 31-12-2014
Consolidation criteria and valuation rules 46Consolidated balance sheet 50Consolidated income statement 52Statutory auditor’s report 56
45
46
Consolidation criteria and valuation rules
1. Consolidation criteria
1.a. Consolidation groupThe consolidation of BMT Group includes the annual accounts of the following enterprises:BMT nv, BMT Boechout nv, BMT (Nederland) bv, GLASS Division (OMCO Group and CNUD-EFCO Group), GEARS Division (Watteeuw Group and Aerospace Group).FIC (UK) Ltd, having been sold on date of January 10th 2014 has not been included in the 2014 consolidation, and was included in the 2013 balance sheet under a separate heading “assets held for sale”.
1.b. Consolidation principles• The annual accounts are drawn up according to
the provisions of the Royal Decree of 30 January 2001 in implementation of Company Law and according to generally accepted international accounting principles.
• The consolidated accounts incorporate the accounts of the parent company and of its subsidiaries, as drawn up at the end of the financial period.
Consolidation takes place based on full integration after implementation of the required elimination operations, with the exception of the joint venture holding in OMCO Istanbul, which is consolidated proportionally.
• The method of full consolidation consists of including in full all information regarding assets and liabilities of the consolidated companies, including charges and income. Third-party interests, including the results of the financial period, are recorded in the balance sheet and in the income statement under a separate heading.
• The consolidated annual accounts have been drawn up on the same date as the annual accounts of enterprises included in the consolidation.
2. Valuation rules
2.1 General valuation rulesAs from 2005, the consolidated annual accounts have been prepared using the principle valuation rules in accordance with the International Financial Reporting Standards (IFRS) accepted by the International Accounting Standards Board (IASB). The main differences with previously applied Belgian GAAP regulations are:• The implementation of full costing for the
valuation of work and contracts in progress, as opposed to the direct costing method applied previously;
• The implementation of a straight-line depreciation method for tangible assets, which corresponds better to the economic life-span of the assets;
• The implementation of the “percentage of completion method” instead of the “completed contract method” to determine the results of project-bound activities and divisions;
• Goodwill dated before 1995 is depreciated fully towards equity, whereas remaining goodwill is subject to impairment if required;
• Provisions for pensions have been accrued on an actuarial basis with respect to the Belgian pre-pension provisions and have been accrued for any shortages related to defined benefit programs which existed in some foreign divisions, but which all have been replaced meanwhile by defined contribution programs;
• Annual accounts have been drafted without taking into account appropriation of the results of the current year;
• Investment grants have been deducted from the assets for which they have been awarded, rather than accounted for as part of the equity;
• Formation expenses are charged to the costs of the current year.
47
2.2 Special provisionsIntangible fixed assetsIntangible fixed assets are valued at acquisition cost and are depreciated straightforward over a period of 5 years.
Positive consolidation differencesPositive consolidation differences dated after 1995 are being impaired on basis of following parameters: the economic lifecycle and the business plan of the cash generating unit the goodwill refers to.The Board of Directors is of the opinion that there are currently no reasons to review the valuation of these holdings or to value the positive consolidation differences in a way different than it has been done to this date.
All positive consolidation differences dated before 1995 have been depreciated towards the equity. Following this principle, the positive consolidation differences related to the acquisition of the IG Watteeuw Group (Oostkamp) have been amortised completely.
Tangible fixed assetsTangible fixed assets are valued at acquisition cost, their manufacturing price or contribution value respectively.The following rules apply when calculating depreciation:• straight forward depreciation• in the year of acquisition, depreciation is applied
at 50% • the term of depreciation is:
buildings 40 yearsmachinery 8 yearsequipment / facilities 10 yearsoffice furniture 10 yearsoffice equipment 5 yearscomputers 4 yearslorries/vehicles 5 years
Financial assets
SharesThe shares heading includes the shareholdings in enterprises that are not included in the consolidation.
Shares are booked at acquisition cost, with the exclusion of ancillary costs. They are revalued separately each year based on the net book value of the shares, the presumed sales value or according to the criteria used when the shares were purchased if the shareholding was acquired at a price different to its book value.
Impairments are booked when the estimated value, calculated as set out above, turns out to be lower than their book value and when, in the opinion of the Board of Directors, the devaluation is of a long-term nature, as justified by the position, profitability and prospects of the shareholding.
Impairments are written back when the estimated value exceeds their book value, which took into account the devaluation and if, in the opinion of the Board of Directors, the difference is of a long-term nature.
Inventory• Raw materials and consumables: are valued at
acquisition cost determined according to the FIFO method. Goods older than one year are completely written off if their realisation becomes doubtful.
• Work in progress and finished goods: are valued at the value of raw materials and consumables plus related direct wage costs and social security charges. Indirect production costs are included in the manufacturing price.
• Goods for resale: are valued at acquisition cost determined according to the FIFO method. Devaluations are booked if the market value is lower than the acquisition cost. Goods older than one year are completely written off if their realisation becomes doubtful.
48
ReceivablesReceivables are valued at nominal value or at acquisition cost. Impairment is booked if, in the opinion of the Board of Directors, their realisation value is lower than their book value and as soon as there is uncertainty about the reimbursement on the due date.
Cash at bank and in hand and investmentsImpairment applies to investments when their realisation value at the closing date is lower than their acquisition cost.
Translation differencesThe results of foreign consolidated enterprises, denominated in foreign currencies, are translated to EUR at the average exchange rate of the financial period.The balance sheets of these consolidated companies, denominated in foreign currencies, are translated to EUR at the closing price of the last working day of the financial period of the Brussels Stock Exchange.
The components of the capital and reserves of these enterprises are translated at the historic exchange rate. Due to the difference between the historic exchange rate and the closing exchange rate on the balance sheet date, translation differences occur. These are directly included in the capital and reserves under the heading of translation differences.
The tangible fixed assets of subsidiaries established in countries with extremely high inflation, i.e. CNUD-EFCO Romania srl., are translated using the monetary/non-monetary method.
With regard to receivables and creditors between the companies included in the consolidation group, both positive and negative translation differences are charged to the income statement.
Provisions for liabilities and charges Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event in case of possible outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the obligation can be made. The Board of Directors will consider the need to make or withdraw these provisions.
Deferred tax and deferred taxationDeferred taxation is set at the prevailing tax rate. They arise from temporary differences between group valuation rules and statutory valuation criteria. Deferred income taxes are set according to the probability of these differences to be counterbalanced in the foreseeable future. The main cause of these differences is the depreciation method used for tangible assets, differences in stock valuations and provisions made.
Deferred tax assets for losses brought forward are included if the recovery of the loss can be foreseen with sufficient certainty.
Investment grantsIncoming investment grants are deducted from the fixed assets to which these grants are related.
49
Approved annual accounts of the companies included in the consolidation groupThe annual accounts of the companies included in the consolidation group have all been included in the consolidation after having been approved by their respective Shareholders Meetings.
Use of derivative financial instrument products Derivative financial instrument products may be used to cover interest charges and exchange rate risks. No speculative transactions will be concluded.During 2014, financial instruments have been limited to interest rate swaps for approx. 27.7% of long-term debts towards credit institutions (17.0% of total debts towards credit institutions).
The gross negative market value of these IRS contracts by end 2014 amounted to 1.43 million EUR, compared to 1.45 million EUR by end 2013. Consequently the reduced negative difference has been accounted for as a financial income during 2014.Straightforward foreign exchange hedging transactions are consistently applied for project- oriented transactions (Glass Engineering division) as well as for major long-term contracts (Gears and Aerospace division).
50
Consolidated balance sheet (in EUR 1,000)
Assets
2014IFRS
principles
2013IFRS
principles
2012IFRS
principles
Fixed assets
I. Formation expenses (notes VII)
II. Intangible assets (notes VIII)
III. Positive consolidation differences (notes XII)
IV. Tangible assets (notes IX)
A. Land and buildings
B. Plant, machinery and equipment
C. Furniture and vehicles
D. Leasing and other similar rights
E. Other tangible assets
F. Assets under construction and advance payments
V. Financial assets (notes X)
C. Other financial assets
1. Shares
2. Amounts receivable and cash guarantees
122,458
0
1,329
6,215
114,252
45,757
59,459
4,339
5
796
3,896
662
662
0
662
113,504
0
898
6,215
105,955
40,125
56,579
3,976
52
514
4,709
436
436
0
436
111,862
0
799
7,442
103,155
38,300
56,948
3,427
608
145
3,727
466
466
0
466
Current assets
VI. Amounts receivable over one year
A. Trade debtors
B. Other amounts receivable
VII. Stocks and contracts in progress
A. Stocks
1. Raw materials and consumables
2. Work in progress
3. Finished goods
4. Goods purchased for resale
6. Advance payments
B. Contracts in progress
VIII. Amounts receivable within one year
A. Trade debtors
B. Other amounts receivable
IX. Investments
A. Own shares
B. Other investments and deposits
X. Cash at bank and in hand
XI. Deferred charges and accrued income
XII. Assets held for sale
177,578
1,632
0
1,632
57,468
56,952
16,931
22,491
16,335
1,096
99
516
75,172
69,285
5,887
4,953
0
4,953
34,234
4,119
0
161,986
1,423
0
1,423
56,396
50,332
15,345
21,124
13,326
386
152
6,063
72,694
67,024
5,670
4,863
0
4,863
22,928
1,387
2,295
170,983
1,398
0
1,398
62,253
48,223
14,960
19,794
13,000
337
131
14,031
75,216
68,614
6,602
3,169
0
3,169
26,257
2,690
0
Total assets 300,036 275,490 282,845
51
Liabilities
2014 IFRS
principles
2013 IFRS
principles
2012 IFRS
principles
Capital and reserves
I. Capital
A. Issued capital
II. Share premium account
IV. Consolidated reserves (notes XI)
V. Negative consolidation differences (notes XII)
VI. Translation differences
170,278
10,511
10,511
24
164,843
333
-5,433
147,504
10,511
10,511
24
146,710
333
-10,074
135,629
10,511
10,511
24
131,403
333
-6,642
Provisions, deferred tax and latent taxation liabilities
IX. A. Provisions for liabilities and charges
1. Pensions and similar obligations
2. Taxation
3. Major repairs and maintenance
4. Other liabilities and charges
B. Deferred tax and latent taxation liabilities (notes VI, B)
17,552
12,987
4,385
0
0
8,602
4,565
17,716
13,791
4,072
0
0
9,719
3,925
27,541
21,880
12,315
0
0
9,565
5,661
Creditors
X. Amounts payable after one year (notes XIII)
A. Financial debts
3. Leasing and other similar obligations
4. Credit institutions
5. Other loans
D. Other debts
XI. Amounts payable within one year (notes XIII)
A. Current portion of amounts payable after one year
B. Financial debts
1. Credit institutions
C. Trade debts
1. Suppliers
D. Advances received on contracts in progress
E. Amounts payable regarding taxes, remuneration and social security
1. Taxes
2. Remuneration and social security
F. Other amounts payable
XII. Accrued charges and deferred income
XIII. Assets held for sale
112,206
41,601
39,450
15
39,435
0
2,151
65,632
133
20,349
20,349
27,197
27,197
2,211
15,178
5,408
9,770
564
4,973
110,270
41,856
39,720
33
39,687
0
2,136
63,506
441
24,845
24,845
23,276
23,276
2,726
12,198
3,622
8,576
20
3,697
1,211
119,675
42,438
40,280
52
40,228
0
2,158
71,558
841
17,132
17,132
27,246
27,246
13,497
12,565
4,564
8,001
277
5,679
0
Total liabilities 300,036 275,490 282,845
52
Consolidated income statement(in EUR 1,000)
Income statement
2014IFRS
principles
2013IFRS
principles
2012IFRS
principles
I. Operating income
A. Turnover (notes XIV,A)
B. Increase (+) ; Decrease (-) in stocks of finished goods, work and contracts
in progress
C. Fixed assets – own construction
D. Other operating income
II. Operating charges
A. Raw materials, consumables and goods for resale
1. Purchases
2. Increase (-) ; Decrease (+) in stocks
B. Services and other goods
C. Remuneration, social security costs and pensions (notes XIV, B)
D. Depreciation of and other amounts written off formation expenses,
intangible and tangible fixed assets
E. Increase (+) ; Decrease (-) in amounts written off stocks, contracts in
progress and trade debtors
F. Increase (+) ; Decrease (-) in provisions for liabilities and charges
G. Other operating charges
H. Discontinuing costs
III. Operating profit
IV. Financial income
A. Income from financial fixed assets
B. Income from current assets
C. Other financial income
270,439
269,612
-3,180
171
3,836
234,631
77,646
78,585
-939
55,348
82,900
17,414
481
-1,525
2,367
0
35,808
4,849
131
0
4,718
270,076
270,643
-4,604
79
3,958
241,171
80,641
81,887
-1,246
52,697
83,248
17,713
1,115
584
5,173
0
28,905
8,342
266
4,207
3,869
297,500
291,351
1,939
232
3,978
257,328
97,719
95,356
2,363
55,840
81,956
15,529
168
2,564
3,552
0
40,172
7,369
391
2
6,976
53
Income statement
2014IFRS
principles
2013IFRS
principles
2012IFRS
principles
V. Financial charges
A. Interests and other debt charges
B. Amounts written on positive consolidation differences
C. Increase (+) ; Decrease (-) in amounts written off current assets other than
those mentioned under II,E
D. Other financial charges
VI. Profit on ordinary activities before taxation
VII. Extraordinary income
C. Adjustments to amounts written off financial fixed assets
E. Gain on disposal of fixed assets
F. Other extraordinary income
VIII. Extraordinary charges
A. Extraordinary depreciation of and amounts written off formation expenses,
intangible and tangible fixed assets
B. Amounts written off financial fixed assets
E. Loss on disposal of fixed assets
F. Other extraordinary charges
IX. Profit for the financial period before taxation
X. A. Transfer from deferred tax and latent taxation liabilities
B. Transfer to deferred tax and latent taxation liabilities
XI. Income taxes
A. Income taxes
B. Adjustment of income taxes and write-back of tax provisions
XIV. Consolidated profit
A. Share of third parties
B. Share of the group
4,523
1,765
0
0
2,758
36,134
0
0
0
0
0
0
0
0
0
36,134
1,209
759
9,383
9,417
-34
26,301
0
26,301
6,291
1,765
0
0
4,526
30,956
0
0
0
0
0
0
0
0
0
30,956
962
2,031
7,457
7,672
-215
24,568
0
24,568
10,517
2,004
0
0
8,513
37,024
0
0
0
0
0
0
0
0
0
37,024
1,594
2,012
9,643
9,857
-213
27,798
0
27,798
54
II.A. Fully consolidated subsidiary companies
Name, full address of registered office
V.A.T. number or
national number
Share in the capital
(in %)
BMT (Nederland) B.V.
Kruisdonk 66, 6222 PH Maastricht, the Netherlands
OMCO GMA Austria GmbH
Judenburgerstrasse 176, 8580 Köflach, Austria
OMCO International nv
Venecolaan 10, 9880 Aalter
IG Watteeuw International nv
Kampveldstraat 51, 8020 Oostkamp
BMT Aerospace International nv
Handelsstraat 6, 8020 Oostkamp
European Aerospace Company nv
Handelsstraat 6, 8020 Oostkamp
EB4B nv
Kampveldstraat 51, 8020 Oostkamp
IG Watteeuw CR s.r.o.
Videnska 130, 61900 Brno, Czech Republic
OMCO UK Ltd.
New Street Mills, Carlisle Road, Pudsey, Leeds,
Yorkshire LS28 8LW, Great Britain
OMCO Croatia d.o.o.
Hum Na Sutli 49231, Croatia
CNUD-EFCO Romania srl,
Str. Iasi-Tomesti 33A, 700292 Iasi, Romania
BMT Aerospace USA Inc,
18559 Malyn, Fraser 48026, Michigan, USA
OMCO Feniks Slovenija d.o.o.
Cesta Zalskega Tabora 10, 3310 Zalec, Slovenia
BMT Boechout nv
Kortrijksesteenweg 1097B, 9051 Sint-Denijs-Westrem
OMCO Romania srl
Calea Chisinaului Street, N° 43 A, 700 179 Iasi, Romania
ATU 30342402
BE 479.947.387
BE 405.155.934
BE 479.164.459
BE 426.795.248
BE 406.721.988
CZ 63981 106
GB 665367112
1280937
RO 10970838
00862 H
98263.099
BE 867.271.852
RO 17891928
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
55
II.A. Fully consolidated subsidiary companies
Name, full address of registered office
V.A.T. number or
national number
Share in the capital
(in %)
IG Watteeuw (Suzhou) Co, Ltd,
N°1 Fenghe Road, Fengting Avenue, SIP, Suzhou 215122, PR China
EMCO USA llc,
1000 Linden Avenue, Zanesville, Ohio 43701-3098
CNUD-EFCO International nv
Noorderlaan30 , 1731 Zellik
IG Watteeuw Romania srl
Bulevardul Chimiei 6, Area B, 700 291 Iasi, Romania
BMT Aerospace Romania srl
Bulevardul Chimiei 6, Area C, 700 291 Iasi, Romania
WIF² nv
Kampveldstraat 51, 8020 Oostkamp, Belgium
IG Watteeuw USA LLC.
1000 Linden Avenue, Zanesville, Ohio 43701-3098
CNUD-EFCO Trading (Bejing) Limited Company
1805 Floor 15, N°.5 Building, N°.6 Futong East Street
Caoyang District, Bejing, P.R.C.
BMT International SA,
Rue Pafebruch 89D, 8308 Capellen, Luxembourg
BMT LuIr sarl,
Rue Pafebruch 89D, 8308 Capellen, Luxembourg
320501608235035
20-4309261
BE 889.986.183
RO 22282280
RO 22397069
BE 543.993.915
46-3984322
1101 0539 6036 076
LU 26855340
20142460107
100
100
100
100
100
100
100
100
100
100
II.A. Proportionally consolidated subsidiary companies
Name, full address of registered office
V.A.T. number or
national number
Share in the capital
(in %)
OMCO Istanbul Kalip Sanayi ve Ticaret AS
Cayirova Mimar Sinan Mahallesi, Istanbul Caddesi N° 19, 41420 Gebze/Kocaeli, Turkey 6420142326 50
56
Statutory auditor’s report
The enclosed balance sheets as per December 31, 2014, per December 31, 2013 and per December 31, 2012, as well as the profit and loss accounts for 2014, 2013 and 2012 have been subject to an audit by our statutory auditor Ernst & Young, Assurance Services BV CVBA, represented by Leen Defour, who issued an unqualified opinion on the consolidated financial statements as per December 31, 2014.
Copies of this annual report and additional information can be obtained at “[email protected]”
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BMT International S.A.89D, rue Pafebruch8308 CapellenLuxembourgTel. : +352 26 10 44 00Fax : +352 26 10 44 09E-mail : [email protected]
OMCO International nv – Glass Division (Glass Container Moulds)IndustrieparkVenecolaan 109880 AalterBelgiumTel. : +32 9 374 20 05Fax : +32 9 374 34 69E-mail : [email protected]
OMCO International nv – Glass Division(Glass Container Moulds – Foundry)Industriepark Zwaarveld 209220 HammeBelgiumTel. : +32 52 49 93 30Fax : +32 52 49 93 31E-mail : [email protected]
CNUD-EFCO International nv – Glass Division (Glass Engineering)Noorderlaan 301731 ZellikBelgiumTel. +32 2 481 88 00Fax +32 2 481 88 01E-mail : [email protected]
OMCO GMA Austria GmbH – Glass Division(Glass Container Moulds)Judenburgerstraße 1768580 KöflachAustriaTel. : +43 31 44 22 50 0Fax : +43 31 44 22 50 10E-mail : [email protected]
OMCO ISTANBUL Kalip Sanayi ve Ticaret Anonim Sirketi – Glass Division(Glass Container Moulds)Mimar Sinan MahallesiIstanbul Caddesi No 1941420 Cayirova, Gebze/KocaeliTel. : +90 262 744 44 52Fax : +90 262 744 44 56E-mail: [email protected]
OMCO UK Ltd. – Glass Division(Glass Container Moulds)New Street MillsCarlisle Road Pudsey, LeedsUK – Yorkshire LS28 8 LWTel. : +44 113 25 73 172Fax : +44 113 25 73 333E-mail : [email protected]
OMCO Croatia d.o.o. – Glass Division(Glass Container Moulds)Mali Tabor 40/149231 Hum na SutliHrvatskaTel. : +385 49 327 327Fax : +385 49 327 333E-mail : [email protected]
OMCO FENIKS Slovenija d.o.o. – Glass Division(Glass Container Moulds - Foundry)Cesta Zalskega Tabora 103310 ZalecSlovenijaTel. : +386 3713 13 00Fax : +386 3571 74 07E-mail : [email protected]
IG Watteeuw USA LLC. 1000 Linden AvenueZanesvilleUSA – Ohio 43701 - 3098Tel. : +1 740 588 1722Fax : +1 740 588 1733E-mail : [email protected]
OMCO Romania srl – Glass Division (Glass Container Moulds)Calea Chisinaului Street 43A700179 IasiRomaniaTel. +40 232 23 23 03Fax +40 232 23 23 71E-mail : [email protected]
EMCO USA LLC. – Glass Division(Glass Container Moulds)1000 Linden AvenueZanesvilleOhio 43701 – 3098USATel. +1 740 588 1722Fax +1 740 588 1733E-mail : [email protected]
EURAIR nv – Gears division(Aerospace)Handelsstraat 68020 OostkampBelgiumTel. : +32 50 24 90 00Fax : +32 50 24 90 10E-mail : [email protected]
BMT Aerospace International nv – Gears Division (Aerospace)Handelsstraat 68020 OostkampBelgiumTel. : +32 50 24 90 00Fax : +32 50 24 90 10E-mail : [email protected]
BMT Aerospace USA Inc. – Gears Division (Aerospace)18559 Malyn BoulevardFraserUSA – Michigan 48026Tel. : +1 586 285 7700Fax : +1 586 285 9720E-mail : [email protected]
IG Watteeuw International nv – Gears Division Kampveldstraat 518020 OostkampBelgiumTel. : +32 50 82 69 07Fax : +32 50 82 69 74E-mail : [email protected]
IG Watteeuw (Suzhou) Co., Ltd. – Gears division (Transmissions)N° 1 Fenghe Road, Fengting Avenue, SIPSuzhou 215122P.R. ChinaTel. +86 512 6287 5601Fax +86 512 6287 5605E-mail : [email protected]
IG Watteeuw CR sro – Gears Division (Transmissions)Videnska 13061900 BrnoCzech RepublicTel. : +420 547 139 511Fax : +420 547 139 587E-mail : [email protected]
CNUD-EFCO Romania srl – Glass Division(Glass Engineering)Soseaua Iasi-Tomesti 33A700292 IasiRomaniaTel. : +40 374 46 60 01Fax : +40 374 46 60 60E-mail : [email protected]
IG Watteeuw Romania srl – Gears Division (Industrial Gear & Com-ponent Solutions)B-dul Chimiei nr. 6 – Area B700291 IasiRomaniaTel. : +40 374 100 100Fax : +40 374 100 232 E-mail : [email protected]
BMT Aerospace Romania srl – Gears Division(Aerospace)B-dul Chimiei nr. 6 – Area C700291 IasiRomaniaTel. : +40 374 100 100Fax : +40 374 100 232E-mail : [email protected]
2014ANNUAL REPORT