2019 Universal Registration Document
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URD 2019 Universal Registration Document MERSEN Universal R egistration D ocument page 1 Group Profile 3 2 Corporate governance report 19 3 Management Report 75 4 Social responsibility and sustainable development 97 5 Information about the share capital and share ownership 137 6 Consolidated financial statements 155 7 Parent company financial statements 213 8 Additional information & glossaries 239 This document is a free translation into English for convenience purposes only of the French URD fi led with the Autorité des Marchés Financiers on March 10, 2020. URD 2019 | MERSEN 1 2 MERSEN | URD 2019 1 GROUP PROFILE 2019 HIGHLIGHTS 5 KEY FIGURES 2019 6 VISION, MISSION AND VALUES 10 URD 2019 | MERSEN 3 GROUP PROFILE 1 4 MERSEN | URD 2019 GROUP PROFILE 2019 Highlights 1 2019 HIGHLIGHTS 2019 was a new 12 months of growth for Mersen and another in impair certain development costs related to the electric vehicle a succession of three very positive years. The Group achieved market, following the end to negotiations with a major car the strategic objectives it set itself: to develop its expertise, manufacturer. Mersen continues to develop and adapt its offerings to underpin growth, in particular in sustainable development to a changing market. markets, to continue to improve profi tability, but also to ensure Combined with this performance was a strong push in acquisitions. the development of the Group’s greatest asset, its human capital. Firstly, the acquisition of specialty graphite production capacities This performance was made possible by the transformation that in Columbia in the United States is a major move to prepare for the Group has made in its organization and methods over the the future. Together with the acquisition of AGM Italy, it enables past four years. Mersen to strengthen its position as a key player in specialty Consolidated sales reached €950 million in 2019, up 8.2% as materials worldwide: in terms of expertise, production capacity reported and 4.1% like for like, in line with the targets announced and global coverage. It also allows for a modular production throughout the year and with sustainable development markets capacity, which is necessary to remain fl exible. Last but not accounting for approximately 51%. All major geographical areas least, the acquisition of GAB Neumann in Germany, which was saw growth: in Europe, the growth in consolidated sales was fi nalized in February 2020, brings additional service business in driven by brisk business levels in the majority of countries, and the chemicals market . Italy and Spain in particular. In Asia, Group sales accelerated There were also signifi cant capital expenditure during the year. at the end of the year thanks to the expected improvement in the solar market in China in the second half of the year and Nearly a third of investments were in sustainable development, business activity was also very strong in India and Japan. In either for the SiC semiconductor or solar markets or to make our North America, Group sales were buoyed by the chemicals and plants safer and more environmentally friendly. electronics markets. These investments were made while maintaining a solid fi nancial Thanks to strong sales and a good price positioning on structure: debt was virtually stable compared to last year, showing its products, Mersen now has an operating margin before that the Group is able to fund all its investments. In 2019, free non-recurring items of 10.8% of sales (reported fi gure, after IFRS cash fl ow amounted to €48 million, an increase of more than 45% 16). The negative effects of the Group’s product and geographic compared to 2018. mix and cost infl ation were also offset by a ramp-up in productivity. All of these performances mean its Board of Directors will be Net income increased to €60 million, despite signifi cant non- proposing a dividend of €1 per share at the General Meeting of recurring costs. They take into account the Group’s decision to Shareholders, an increase on 2018. URD 2019 | MERSEN 5 GROUP PROFILE 1 Key fi gures 2019 KEY FIGURES 2019 SALES 35% 34% € North Europe 950m America + 8% VS 2018 3% South America 28% & Africa Asia-Pacific 34% 17% 20% 17% 12% PROCESS ENERGY ELECTRONICS TRANSPORTATION CHEMICALS INDUSTRIES RESULTS €155m €102m €60 m (€142m before IFRS16) (€101m before IFRS16) (€61m before IFRS16) in EBITDA operating income before Net income non-recurring items + 9% vs 2018 + 10% vs 2018 + 3% vs 2018 FINANCIAL STRUCTURE DIVIDEND PER SHARE* 11.3% 1.5X €1.0 (€11.7m before IFRS16) leverage Return on capital employed * Subject to shareholder’s approval at the General Meeting. 6 MERSEN | URD 2019 GROUP PROFILE Key fi guresKey fi gures2019 1 MERSEN WORLDWIDE 6,804 EMPLOYEES NORTH EMPLOYEES 2,033 EMPLOYEES 2,411 AMERICA INDUSTRIAL SITES 14 EUROPE INDUSTRIAL SITES 23 SOUTH EMPLOYEES 564 MPLOYEES AMERICA- ASIA- E 1,796 INDUSTRIAL SITES 5 NDUSTRIAL SITES AFRICA PACIFIC I 13 16 89% 55 R&D centers of plant managers sites in the world recruited locally (with 15 > 125 employees) COMMITMENT 51% of Sales geared towards sustainable development markets A signatory of the United Nations Bronze medal Global Compact since 2009 Ecovadis URD 2019 | MERSEN 7 GROUP PROFILE 1 KeyGroup fi gures B usiness 2019 M odel MISSION We provide manufacturers all over the world with innovative OUR RESOURCES OUR BUSINESSES HUMAN CAPITAL DESIGN 6,804 employees in 35 countries TRANSFORMATION, ASSEMBLY including baking, graphitization, purifi cation, brazing SOCIETAL CAPITAL TREATMENT PROCESS, Code of ethics FINISHING Purchasing charter Machining, coating 89% of plant manager recruited locally OUR ASSETS INDUSTRIAL CAPITAL 2 EXPERTISES 55 industrials sites ADVANCED MATERIALS ELECTRICAL POWER €63m in Capex • Graphite specialties • Electrical protection • Anti-corrosion & control equipment • Power management • Power transfer solutions technologies INTELLECTUAL CAPITAL 16 R&D centers 5 VALUES Excellence FINANCIAL CAPITAL Collaboration People-Conscious Net debt/EBITDA = 1.5 Agility & Entrepreneurial Spirit Partnering with our Customers All data above refer to 2019. 8 MERSEN | URD 2019 GROUP PROFILE GroupKey B usiness fi gures M 2019 odel 1 solutions to enhance the performance of their offer VALUE CREATION SOCIAL €260m in fi xed salaries €25m in profi t sharing plans 13.7 hours of training/employee 89% of employees proud OUR MID-TERM to belong to the group AMBITION Safety / LTIR(1) = 1.4 Optimize the development of human capital through SOCIETAL a collaborative organization €480m in purchase and a strong health and safety CSR Commitment culture (Ecovadis bronze medal) Accompanying growth, particularly in markets contributing to ENVIRONMENTAL sustainable development 51% of sales geared to sustainable development Pursue the development of solutions adapted to the needs 59% sites > 125 employees certifi ed ISO 14001 of our customers by relying on our high value-added expertise 53% of waste recycled Pursue the competitiveness program as part of a social ECONOMICAL and societal responsibility €20m in dividend paid(2) approach €16m in income tax €8m in interest paid to banks (1) Lost-time injury rate. (2) Amount paid in 2019 for 2018. URD 2019 | MERSEN 9 GROUP PROFILE 1 Vision,Group Bmission usiness and M odel values VISION, MISSION AND VALUES At Mersen, our vision, mission and values inspire the decisions 3. Continuing to implement its competitiveness and and actions that drive our development. performance program while taking a socially responsible Our ambition is to contribute to technological progress approach across the globe Mersen wants to gain in operational effi ciency while constantly Mersen designs innovative solutions tailored to its customers’ improving the security and safety of its plants and the people needs that enable them to leverage their manufacturing who work there and strengthening its ties with stakeholders performance in sectors such as energy, transportation, electronics, in its host communities. The Group has implemented a global corrosive chemicals and process industries. operational excellence initiative for all parts of the Company, from operations through to sales. To implement our vision and fulfi ll our purpose, the Group adheres 4. Optimizing human capital development by providing a to a set of shared values: Excellence, because it enhances motivating working environment our competitiveness and protects our flexibility and future; Collaboration, because by pooling our skills and working together Developing Mersen’s human capital is something to which we will progress together more rapidly and more effectively; all Group employees can contribute. Mersen is committed People-Conscious, because our people are part of our culture; to sharing and developing its expertise, both technical and Agility & Entrepreneurial Spirit, because they are a game managerial, and to promoting and transferring the values that changer in today’s complex environment; and Partnering with underpin its identity throughout the world while still taking care our Customers, because they are the strategic allies for whom to protect local cultures. The Group also strives to strengthen we develop innovative products. synergies between segments and geographic areas and to strengthen the expertise and collective capabilities of its teams and encourage employee autonomy. Group strategy As a global expert in electrical power and advanced materials, Resources Mersen is a key player in manufacturing industries around the world. Its strategy is anchored by four major pillars: Mersen works side-by-side with its customers all over the world. 1. Pursue the development of solutions tailored to our The Group draws on its production base of more than 50 sites in customers’ needs by relying on our high value-added about 35 countries, the majority of which are overseen by local expertise. managers to facilitate interaction with local stakeholders. Mersen offers a wide range of products, services and solutions The Group leverages its knowledge of its customers’ challenges in our two areas of expertise – electrical power and advanced to offer innovative products and solutions, which are sometimes materials.