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Brembo

Quarterly Report May 9, 2024

4472_rns_2024-05-09_728b3366-cebb-4e89-b797-8d00982154d0.pdf

Quarterly Report

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FIRST QUARTER REPORT 2024

CONTENTS

Company Officers 3
Summary of Group Results 4
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statement of Financial Position 7
Consolidated Statement of Income 8
Consolidated Statement of Comprehensive Income 8
Consolidated Statement of Cash Flows 9
Consolidated Net Financial Debt 9
Consolidated Statement of Changes in Equity 10
EXPLANATORY NOTES TO THE FINANCIAL STATEMENTS
Accounting Standards and Basis of Preparation 11
Consolidation Area 11
Notes on the Most Significant Changes in Items of the Consolidated Financial Statements 12
Sales Breakdown by Geographical Area and Application 14
Foreseeable Evolution 15
DIRECTORS' REPORT ON OPERATIONS AND SIGNIFICANT EVENTS
Macroeconomic Context 16

Operating Structure and Reference Markets 18

Significant Events During the Quarter 20

Opt-out from the Obligations to Publish Disclosure Documents 20

Buy-back and Sale of Own Shares 20

Significant Events After 31 March 2024 21

COMPANY OFFICERS(1)

Chairman Emeritus (2) Alberto Bombassei

Board of Directors (3)

EXECUTIVE CHAIRMAN Matteo Tiraboschi (8) CHIEF EXECUTIVE OFFICER Daniele Schillaci (8) DIRECTORS Cristina Bombassei (5) (8)

Giancarlo Dallera (4) Elisabetta Magistretti (4) Umberto Nicodano (7) Elizabeth M. Robinson (4) Gianfelice Rocca (4) Michela Schizzi (4) (6) Manuela Soffientini (4) (9) Roberto Vavassori (8)

Independent Auditors Deloitte & Touche S.p.A. (10)

Committees

AUDIT, RISK & SUSTAINABILITY COMMITTEE (11) Elisabetta Magistretti (Chairwoman)
Michela Schizzi
Manuela Soffientini
REMUNERATION & APPOINTMENTS COMMITTEE Giancarlo Dallera (Chairman)
Elizabeth M. Robinson
Manuela Soffientini
SUPERVISORY COMMITTEE Giovanni Canavotto (Chairman) (12)
Elisabetta Magistretti
Matteo Tradii (13)
  • (1) Upon the entering into effect of the cross-border conversion, Brembo adopted a one-tier board management and control system pursuant to the Dutch Civil Code that does not provide for a Board of Statutory Auditors or any control body separate from the Board of Directors. Accordingly, the term of Brembo's Board of Statutory Auditors ended on the effective date of the transaction (24 April 2024). The control function will therefore be carried out by the Non-executive Directors, who, in compliance with the Dutch Corporate Governance Code, make up the majority of the members of the Board of Directors. The Dutch law does not provide for the position of the Manager in Charge of the Company's Financial Reports. Therefore, on that same date, Brembo's Manager in Charge of the Company's Financial Reports ceased his position, without prejudice to the Company's capability to ensure an adequate internal control and risk management system, suitable administrative and accounting procedures for preparing the Consolidated and Separate Financial Statements and any other financial disclosure.
  • (2) Appointed for an indefinite period.
  • (3) In office until the Shareholders' Meeting called to approve the Financial Statements for the year ending 31 December 2025.
  • (4) Non-Executive and Independent Directors.
  • (5) The Director also holds the position of Executive Director in charge of the Internal Control and Risk Management System, as well as of Chief CSR Officer.
  • (6) Director elected from a minority list.
  • (7) Non-executive Director.
  • (8) Executive Director.
  • (9) This Director also holds the position of Lead Independent Director.
  • (10) Appointed by the Shareholders' Meeting of 22 April 2021 for the years from 2022 to 2030.
  • (11) This Committee also acts as the Related Party Transactions Committee.
  • (12) Independent Expert.
  • (13) Chief Internal Audit Officer.

Brembo N.V.

Legal Seat: Amsterdam (Netherlands) - NL Chamber of Commerce

Business and Corporate Address: Bergamo (BG), Italy, 24126, Via Stezzano 87 - Bergamo Chamber of Commerce

Paid-up Share Capital: Euro 3,339,222.50

Fiscal Code and VAT no. 00222620163

Summary of Group Results

ECONOMIC RESULTS (euro million) 31.03.2020 31.03.2021 31.03.2022 31.03.2023 31.03.2024 % 2024/2023
Revenue from contract with customers 575.9 675.1 857.6 961.9 1,004.6 4.4%
Gross operating income 102.0 135.6 150.8 168.3 176.8 5.1%
% of revenue from contract with customer 17.7% 20.1% 17.6% 17.5% 17.6%
Net operating income 50.3 83.7 92.9 104.0 112.8 8.5%
% of revenue from contract with customer 8.7% 12.4% 10.8% 10.8% 11.2%
Result before taxes 42.5 81.1 94.8 105.0 105.6 0.6%
% of revenue from contract with customer 7.4% 12.0% 11.1% 10.9% 10.5%
Net result for the period 29.8 61.4 71.7 76.8 75.2 -2.2%
% of revenue from contract with customer 5.2% 9.1% 8.4% 8.0% 7.5%

FINANCIAL RESULTS (euro million) 31.03.2020 31.03.2021 31.03.2022 31.03.2023 31.03.2024 % 2024/2023
Net invested capital 1,850.7 2,058.8 2,324.6 2,556.5 2,797.3 9.4%
Equity 1,376.5 1,594.2 1,845.0 2,024.6 2,228.5 10.1%
Net financial debt 450.4 438.9 456.5 506.4 529.5 4.6%
EMPLOYEES AND INVESTMENTS
Employees at end of period (number) 11,022 11,408 12,656 13,341 14,074 5.5%
Turnover per employee (euro thousand) 52.3 59.2 67.8 72.1 71.4 -1.0%
Net investments (euro million) 36.0 43.7 53.8 72.5 69.3 -4.5%
Increases in leased assets (euro million) 3.5 4.6 6.1 7.6 5.9 -22.3%

MAIN RATIOS 31.03.2020 31.03.2021 31.03.2022 31.03.2023 31.03.2024
Net operating income/Revenue from contract with customers 8.7% 12.4% 10.8% 10.8% 11.2%
Result before taxes/Revenue from contract with customers 7.4% 12.0% 11.1% 10.9% 10.5%
Net investments (*)/Revenue from contract with customers 6.2% 6.5% 6.3% 7.5% 6.9%
Net Financial debt/Equity 32.7% 27.5% 24.7% 25.0% 23.8%
Adjusted net interest expense(**)/Revenue from contract with customers 0.5% 0.4% 0.3% 0.5% 0.6%
Adjusted net interest expense(**)/Net operating income 5.8% 3.3% 3.2% 4.9% 5.4%
ROI 15.2% 10,4% 12.8% 15.4% 15.1%
ROE 14.8% 10.7% 12.2% 14.8% 13.7%

Notes:

ROI: Net operating income rolling 12 months/Net invested capital.

ROE: Result before minority interests rolling 12 months (net of Result from discontinued operations)/Equity.

(*) Net investments in property, plant, equipment and intangible assets, calculated as the sum total of increases (net of decreases) of property, plant, equipment and intangible assets.

(**) This item does not include exchange gains and losses.

Consolidated Financial Statements

Consolidated Statement of Financial Position

(euro thousand) 31.03.2024 31.12.2023 Change
ASSETS
NON-CURRENT ASSETS
Property, plant, equipment and other equipment 1,374,391 1,353,548 20,843
Right of use assets 167,845 169,331 (1,486)
Development costs 107,608 104,423 3,185
Goodwill and other indefinite useful life assets 120,467 119,579 888
Other intangible assets 74,778 76,730 (1,952)
Shareholding valued using the equity method 54,796 60,187 (5,391)
Investments in other companies
Derivatives
321,935
17,316
280,132
20,385
41,803
(3,069)
Other non-current financial assets 2,956 2,911 45
Receivables and other non-current assets 43,865 41,743 2,122
Deferred tax assets 108,089 97,661 10,428
TOTAL NON-CURRENT ASSETS 2,394,046 2,326,630 67,416
CURRENT ASSETS
Inventories
Trade receivables
655,090
717,846
621,697
604,877
33,393
112,969
Other receivables and current assets 125,836 94,539 31,297
Derivatives 11,337 12,949 (1,612)
Other current financial assets 2,748 3,097 (349)
Cash and cash equivalents 394,371 510,058 (115,687)
TOTAL CURRENT ASSETS 1,907,228 1,847,217 60,011
ASSETS FROM DISCONTINUED OPERATIONS 0 21 (21)
TOTAL ASSETS 4,301,274 4,173,868 127,406
EQUITY AND LIABILITIES
GROUP EQUITY
Share capital 3,339 34,728 (31,389)
Other reserves 91,268 48,184 43,084
Retained earnings/(losses) 2,026,175 1,679,844 346,331
Net result for the period 75,151 305,039 (229,888)
TOTAL GROUP EQUITY 2,195,933 2,067,795 128,138
TOTAL MINORITY INTERESTS 32,566 31,624 942
TOTAL EQUITY 2,228,499 2,099,419 129,080
NON-CURRENT LIABILITIES
Non-current payables to banks 480,985 487,615 (6,630)
Long-term lease liabilities 150,471 149,785 686
Other non-current financial payables 660 680 (20)
Other non-current liabilities 4,258 3,887 371
Non-current provisions 22,867 24,180 (1,313)
Provisions for employee benefits 39,217 36,445 2,772
Deferred tax liabilities 30,306 30,956 (650)
TOTAL NON-CURRENT LIABILITIES 728,764 733,548 (4,784)
CURRENT LIABILITIES
Current payables to banks 293,018 272,269 20,749
Short-term lease liabilities 21,549 21,455 94
Derivatives 1,818 160 1,658
Other current financial payables 550 58,005 (57,455)
Trade payables 752,457 742,099 10,358
Tax payables
Current provisions
38,904
9,619
11,560
9,638
27,344
(19)
Contract liabilities 73,874 75,461 (1,587)
Other current liabilities 152,222 150,254 1,968
TOTAL CURRENT LIABILITIES 1,344,011 1,340,901 3,110
TOTAL LIABILITIES 2,072,775 2,074,449 (1,674)
TOTAL EQUITY AND LIABILITIES 4,301,274 4,173,868 127,406

Consolidated Statement of Income

(euro thousand) 31.03.2024 31.03.2023 Change %
Revenue from contracts with customers 1,004,635 961,935 42,700 4.4%
Other revenues and income 4,280 8,686 (4,406) -50.7%
Costs for capitalised internal works 8,665 7,437 1,228 16.5%
Raw materials, consumables and goods (459,859) (459,096) (763) 0.2%
Income (expenses) from non-financial investments 4,571 4,824 (253) -5.2%
Other operating costs (203,339) (193,100) (10,239) 5.3%
Personnel expenses (182,150) (162,389) (19,761) 12.2%
GROSS OPERATING INCOME 176,803 168,297 8,506 5.1%
% of revenue from contracts with customer 17.6% 17.5%
Depreciation, amortisation and impairment losses (63,982) (64,318) 336 -0.5%
NET OPERATING INCOME 112,821 103,979 8,842 8.5%
% of revenue from contracts with customer 11.2% 10.8%
Net interest income (expense) (7,222) 976 (8,198) -840.0%
Interest income (expense) from investments 19 5 14 280.0%
RESULT BEFORE TAXES 105,618 104,960 658 0.6%
% of revenue from contracts with customer 10.5% 10.9%
Taxes (29,643) (27,938) (1,705) 6.1%
Result from discontinued operations 0 (4) 4 -100.0%
RESULT BEFORE MINORITY INTERESTS 75,975 77,018 (1,043) -1.4%
% of revenue from contracts with customer 7.6% 8.0%
Minority interests (824) (176) (648) 368.2%
NET RESULT FOR THE PERIOD 75,151 76,842 (1,691) -2.2%
% of revenue from contracts with customer 7.5% 8.0%
BASIC/DILUTED EARNINGS PER SHARE (euro) 0.23 0.24

Consolidated Statement of Comprehensive Income

(euro thousand) 31.03.2024 31.03.2023 Change
RESULT BEFORE MINORITY INTERESTS 75,975 77,018 (1,043)
Other comprehensive income/(losses) that will not be subsequently
reclassified to income/(loss) for the period:
Fair value measurement of investments 41,794 34,484 7,310
Tax effect (502) (413) (89)
Total other comprehensive income/(losses) that will not be subsequently
reclassified to income/(loss) for the period
41,292 34,071 7,221
Other comprehensive income/(losses) that will be subsequently
reclassified to income/(loss) for the period:
Effect of hedge accounting (cash flow hedge) of derivatives (5,130) (25,226) 20,096
Tax effect 1,041 4,963 (3,922)
Change in translation adjustment reserve 15,902 (13,194) 29,096
Total other comprehensive income/(losses) that will be subsequently
reclassified to income/(loss) for the period 11,813 (33,457) 45,270
COMPREHENSIVE RESULT FOR THE PERIOD
Of which attributable to:
129,080 77,632 51,448
– Minority Interests 942 (251) 1,193
– the Group 128,138 77,883 50,255

Consolidated Statement of Cash Flows

(euro thousand)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
Result before taxes
Depreciation, amortisation/Impairment losses
Capital gains/losses
Income/expense from investments, net of dividends received
Financial portion of provisions for defined benefits and payables for personnel
Long-term provisions for employee benefits
Other provisions net of utilisations
Result from discontinued operations
31.03.2024
345,867
105,618
63,982
(4)
5,410
276
31.03.2023
254,013
104,960
64,318
(245)
2,671
193
4,165 2,740
4,676 4,136
0 (4)
Cash flows generated by operating activities 184,123 178,769
Current taxes paid (27,184) (20,186)
Uses of long-term provisions for employee benefits (1,839) (1,362)
(Increase) reduction in current assets:
inventories (37,160) (26,778)
financial assets (45) 37
trade receivables (115,314) (98,087)
receivables from others and other assets (18,421) (4,773)
Increase (reduction) in current liabilities:
trade payables 10,358
9,645
60,475
5,242
payables to others and other liabilities
Translation differences on current assets
5,870 (6,658)
Net cash flows from/(for) operating activities 10,033 86,679
Investments in:
property, plant and equipment (60,285) (65,533)
intangible assets (9,796) (7,445)
financial assets (shareholdings) (9) (2,834)
Price for disposal or reimbursement value of fixed assets 821 677
Net cash flows from/(for) investing activities (69,269) (75,135)
Change in fair value of derivatives 1,279 (2,130)
Reimbursement of lease liabilities (6,657) (71,716)
Repayment of long-term loans and other financing (70,315) (8,884)
Net cash flows from/(for) financing activities (75,693) (82,730)
Total cash flows (134,929) (71,186)
Translation differences on cash and cash equivalents (547) 545
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD

Consolidated Net Financial Debt

(euro thousand) 31.03.2024 31.12.2023
A Cash 394,371 510,058
B Cash equivalents 0 0
C Other current financial assets 14,085 16,046
D Liquidity (A + B + C) 408,456 526,104
E Current financial debt (including debt instruments, but excluding current portion 207,897 243,811
of non-current financial debt)
F Current portion of non-current financial debt 109,038 108,078
G Current financial debt (E + F) 316,935 351,889
H Net current financial debt (G - D) (91,521) (174,215)
I Non-current financial debt (excluding current portion and debt instruments) 621,064 628,983
J Debt instruments 0 0
K Non-current trade and other payables 0 0
L Non-current financial debt (I + J + K) 621,064 628,983
M Total financial debt (H + L) 529,543 454,768

Consolidated Statement of Changes in Equity

Share
Capital
Other
Reserves
Retained
earnings
(losses)
Net result
for the period
Group
Equity
Equity of
Minority
Interests
Equity
(euro thousand)
Balance at 1 January 2023 34,728 158,690 1,427,630 292,833 1,913,881 33,132 1,947,013
Allocation of profit for the previous year 292,833 (292,833) 0 0 0
Components of comprehensive income:
Fair value measurement of investments 34,071 34,071 0 34,071
Effect of hedge accounting (cash flow hedge) of derivatives (20,263) (20,263) 0 (20,263)
Change in translation adjustment reserve (12,767) (12,767) (427) (13,194)
Net result for the period 76,842 76,842 176 77,018
Balance at 30 March 2023 34,728 125,660 1,754,534 76,842 1,991,764 32,881 2,024,645
Balance at 1 January 2024 34,728 48,184 1,679,844 305,039 2,067,795 31,624 2,099,419
Allocation of profit for the previous year 305,039 (305,039) 0 0 0
Reclassification (31,389) 31,389 0 0 0
Components of comprehensive income:
Fair value measurement of investments 41,292 41,292 0 41,292
Effect of hedge accounting (cash flow hedge) of derivatives (4,089) (4,089) 0 (4,089)
Change in translation adjustment reserve 15,784 15,784 118 15,902
Net result for the period 75,151 75,151 824 75,975
Balance at 30 March 2024 3,339 91,268 2,026,175 75,151 2,195,933 32,566 2,228,499

Explanatory Notes to the Financial Statements

Accounting Standards and Basis of Preparation

The Interim Report for the first quarter of 2024, which includes the Consolidated Statement of Financial Position, the Consolidated Statement of Income, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity and brief related Explanatory Notes, has been prepared in compliance with recognition and measurement criteria provided for by the IFRS endorsed by the European Union, and has been voluntarily disclosed to the public. For information about the content, timing and methods of additional periodic financial disclosures, reference should be made to the Company's website (http://www.brembo.com/en/investors/calendar).

Reference is made to the 2023 Financial Statements for the relevant international accounting standards and criteria adopted by the Group when preparing the above-mentioned Financial Statements. The preparation of the Interim Report requires management to make estimates and assumptions that have an effect on the amounts of recognised revenues, costs, assets and liabilities, and the disclosure of contingent assets and liabilities as of the reporting date. Should in the future such estimates and assumptions, which are based upon management's best assessment, diverge from actual circumstances, they will be modified accordingly during the period in which such circumstances change.

It should also be noted that certain measurement processes, particularly the most complex ones such as the determination of any impairment of non-current assets, are typically carried out in full only during preparation of the Annual Financial Statements, when all necessary information is available, unless impairment indicators require immediate analysis. Actuarial valuations necessary to determine employee benefits are typically performed during preparation of the Annual Financial Statements. This Interim Report has not been audited.

Consolidation Area

The Financial Statements for the first quarter of 2024 include the Financial Statements of the Parent Brembo S.p.A., and the Financial Statements of the companies that Brembo S.p.A. controls as per IFRS 10. Compared to the first quarter of 2023, the following corporate transactions impacting the Group consolidation area were performed:

  • in the first half of 2023, two new companies were incorporated in Poland, i.e., Brembo Poland Manufacturing Sp.Zo.o. and Brembo Poland Heratech Sp.Zo.o., fully owned by Brembo Poland Sp. Zo.o. Once fully operational, they will focus on casting and processing activities on behalf of the said company;
  • in the second half of 2023, the new company Brembo Thailand Ltd., fully owned by Brembo S.p.A., was established. The new site, which will become operational in the first quarter of 2025, will manufacture braking systems for motorbike manufacturers in Thailand, starting with European and American producers.

Notes on the Most Significant Changes in Items of the Consolidated Financial Statements

The Group's net sales for the first quarter of 2024 amounted to Ȗ1,004,635 thousand, up 4.4% compared to the same period of the previous year.

The car applications sector, which accounted for 72.3% of Group's sales, closed the first quarter of 2024 with a +5.5% increase compared to the same period of the previous year, motorbike applications rose by +2.0% and racing applications by +6.3%. Applications for commercial vehicles declined by -1.1%.

At geographical level, and with specific reference to Europe, Germany grew by 5.4% compared to the first quarter of 2023. Among the other European countries, France grew by 3.6%, Italy by 3.0%, and the United Kingdom by 18.2%. In North America, sales rose by 1.3%, while South America showed a 4.0% decline. In the Far East, India reported an increase compared to the first quarter of 2023 (+22.3%), as did Japan (+16.1%) and China (+6.5%).

In the first quarter of 2024, the cost of sales and other net operating costs amounted to Ȗ650,253 thousand, with a 64.7% ratio to sales, down compared to 66.1% for the same period of the previous year. Within this item, costs for capitalised internal works included in intangible assets amounted to Ȗ8,665 thousand compared to Ȗ7,437 thousand for the first quarter of 2023.

Income from non-financial investments totalled Ȗ4,571 thousand (Ȗ4,824 thousand in the first quarter of 2023) and was mainly attributable to the effects of valuing the investment in the BSCCB Group using the equity method.

Personnel expenses amounted to Ȗ182,150 thousand, with an 18.1% ratio to sales, increasing compared to the same period of the previous year (16.9%). At 31 March 2024, people numbered 16,149 (15,653 at 31 December 2023 and 15,305 at 31 March 2023), including agency workers, equal to 2,075 (1,999 at 31 December 2023 and 1,964 at 31 March 2023).

Gross operating income for the quarter was Ȗ176,803 thousand (17.6% of sales) compared to Ȗ168,297 thousand (17.5% of sales) for the first quarter of 2023.

Net operating income amounted to Ȗ112,821 thousand (11.2% of sales) compared to Ȗ103,979 thousand (10.8% of sales) for the first quarter of 2023, after depreciation, amortisation and impairment losses of property, plant and equipment and intangible assets of Ȗ63,982 thousand, compared to depreciation, amortisation and impairment losses amounting to Ȗ64,318 thousand for the first quarter of 2023.

Net interest expense totalled Ȗ7,222 thousand (net interest income of Ȗ976 thousand in the first quarter of 2023) and consisted of net exchange losses of Ȗ1,154 thousand (net exchange gains of Ȗ6,090 thousand in the first quarter of 2023) and interest expense of Ȗ6,068 thousand (Ȗ5,114 thousand for the same quarter of the previous year).

Net interest income from investments, which amounted to Ȗ19 thousand, was attributable to the effects of valuing investments in associates using the equity method.

Result before taxes was positive at Ȗ105,618 thousand (10.5% of sales) compared to Ȗ104,960 thousand (10.9% of sales) for the first quarter of 2023.

Based on tax rates applicable for the year under current tax regulations, estimated taxation amounted to Ȗ29,643 thousand (Ȗ27,938 thousand for the first quarter of 2023). Tax rate was 28.1% compared to 26.6% for the first quarter of 2023.

The Group's net result for the quarter amounted to Ȗ75,151 thousand (7.5% of sales) compared to Ȗ76,842 thousand (8.0% of sales) for the first quarter of 2023.

Net invested capital at the end of the period was Ȗ2,797,259 thousand, compared to Ȗ2,590,611 thousand at 31 December 2023, up by Ȗ206,648 thousand. Net financial debt at 31 March 2024 was Ȗ529,543 thousand compared to Ȗ454,768 thousand at 31 December 2023. The Ȗ74,775 thousand increase for the period was mainly attributable to the combined effect of the following factors:

  • the positive effect of the gross operating income of Ȗ176,803 thousand;
  • net investments totalling Ȗ69,264 thousand, of which Ȗ8,744 thousand for development costs; they were mainly concentrated in North America (31.3%), Italy (25.9%), Poland (24.4%) and the Czech Republic (7.0%);
  • increases in leased assets for Ȗ5,866 thousand;
  • the overall Ȗ156,084 thousand decrease in working capital;
  • payment of taxes totalling Ȗ27,184 thousand;
  • dividends received by the associate BSCCB S.p.A. totalling Ȗ10,000 thousand.

Sales Breakdown by Geographical Area and Application

The following tables show net sales at 31 March 2024, broken down by geographical area and application.

(euro thousand) 31.03.2024 % 31.03.2023 % Change %
GEOGRAPHICAL AREA
Italy 99,313 9.9% 96,412 10.0% 2,901 3.0%
Germany 206,022 20.5% 195,501 20.4% 10,521 5.4%
France 31,778 3.2% 30,683 3.2% 1,095 3.6%
United Kingdom 58,053 5.8% 49,125 5.1% 8,928 18.2%
Other European countries 125,423 12.5% 127,411 13.2% (1,988) -1.6%
India 39,773 4.0% 32,522 3.4% 7,251 22.3%
China 132,674 13.2% 124,589 13.0% 8,085 6.5%
Japan 8,059 0.7% 6,940 0.7% 1,119 16.1%
Other Asian Countries 13,598 1.4% 13,078 1.4% 520 4.0%
South America (Argentina and Brazil) 18,855 1.8% 19,647 2.0% (792) -4.0%
North America (USA, Mexico & Canada) 262,468 26.2% 259,047 26.9% 3,421 1.3%
Other Countries 8,619 0.8% 6,980 0.7% 1,639 23.5%
Total 1,004,635 100.0% 961,935 100.0% 42,700 4.4%
(euro thousand) 31.03.2024 % 31.03.2023 % Change %
APPLICATION
Passenger Car 725,815 72.3% 687,871 71.6% 37,944 5.5%
Motorbike 125,749 12.5% 123,310 12.8% 2,439 2.0%
Commercial Vehicle 95,559 9.5% 96,631 10.0% (1,072) -1.1%
Racing 57,302 5.7% 53,931 5.6% 3,371 6.3%
Miscellaneous 210 0.0% 192 0.0% 18 9.4%
Total 1,004,635 100.0% 961,935 100.0% 42,700 4.4%

RATIO TO SALES

Foreseeable Evolution

Despite the highly challenging automotive market context, Brembo expects to close the year with a moderate revenue increase, keeping percentage margins in line with 2023.

Directors' Report on Operations and Significant Events

Macroeconomic Context

To correctly assess Brembo's performance for the first quarter of 2024, it is essential to consider the world macroeconomic scenario, specifically for the markets in which the Group operates.

Global growth proved resilient in 2023, with inflation declining more quickly than anticipated. The most recent indicators point to some moderation of growth, with the effects of tighter financial conditions continuing to appear in housing and credit markets and global trade remaining subdued. Recent geopolitical tensions have raised shipping costs sharply and lengthened delivery times, disrupting production schedules and raising price pressures. According to the latest estimates of S&P Global Market Intelligence, global GDP growth is expected to ease to 2.6% in 2024, from 2.7% in 2023, to then return to 2.7% in 2025 thanks to more accommodative financial conditions. High geopolitical tensions are a significant near-term risk to activity and inflation, particularly if the conflict in the Middle East were to disrupt energy markets. Inflation is projected to gradually decline from 5.7% in 2023 to 4.8% and 3.2% in 2024 in 2025, respectively.

In the Eurozone, the most recent estimates call for a recovery compared to 2023 (0.5%), with a GDP growth projected at 0.6% in 2024 and at 1.4% in 2025. Growth is expected to remain soft through the first half of 2024, before steadily recovering as real incomes strengthen. Private consumption will indeed drive recovery, thanks to the mitigation of the effects of the energy price shock and the inflation decline. Activities will be however held back by tight credit conditions in the near term. Inflation is projected to drop from 5.4% in 2023 to 2.5% in 2024 and 2.0% in 2025.

Germany's economy is projected to grow by 0.1% in 2024 and by 1.3% in 2025, after contracting by -0.1% in 2023. Growth will be particularly moderate in the first half of 2024, held back by weak private consumption. Domestic demand declined, slowed by higher financing costs, while investment growth is expected to remain subdued compared to the pre-Covid levels, weighted down by investors' negative sentiment. Inflation is projected to further drop throughout 2024 from 6.0% in 2023 to 2.5%, reaching 2.0% in 2025. The reduction is mainly attributable to a decline in energy prices and the implementation of energy support schemes in November 2023.

In France, GDP growth is expected to slow to 0.6% from 0.9% in 2023, before picking up to 1.2% in 2025. Investments will remain modest in the first half of 2024 due to the still tight financing conditions, to then begin to recover as economic activity resumes. In 2025, private consumption is forecast to further drive economic activity, with a gradual recovery of investments by both households and businesses. Inflation will continue to decrease in the coming years, from 5.7% in 2023 to 2.6% in 2024 and to 1.8% in 2025.

In Spain, GDP growth will slow to 1.4% in 2024 compared to 2.5% in 2023, to then decrease to 1.4% in 2025. Private consumption and investments were the main drivers behind GDP growth in 2023. The downtrend expected in 2024 is attributable to the impact of interest rates increase on domestic demand. Inflation will ease to 2.8% in 2024 from 3.4% in 2023, to then further decline to 2.0% in 2025.

Italy's GDP growth will decelerate in 2024 to 0.4% compared to 1.0% in 2023. In 2025, it will rise again modestly to 0.9%. Estimates call for economic activity to continue to grow slowly in 2024. Households and businesses are facing rising financing costs due to still high interest rates. Investments are expected to recover in 2024 thanks to the infrastructure projects funded by the National Recovery and Resilience Plan (NRRP), and to accelerate in 2025 following the implementation of the planned projects. Inflation is set to significantly fall in 2024 to 1.8% compared to 5.8% in 2023, to then increase slightly to 2.0% in 2025.

The UK's economy is projected to grow by 0.2% in 2024 and by 1.1% in 2025 compared to 0.1% in 2023. Recovery remains weak due to reduced consumer and business confidence. Moreover, trade is expected to be impacted by the subdued global demand, the further commercial barriers with the EU and the geopolitical conflicts. Inflation will significantly drop in 2024 to 2.6% (compared to 7.3% in 2023) and is expected to reach 2.3% in 2025.

According to most recent estimates, US GDP is projected to grow by 2.5% in 2024 and by 1.7% in 2025. Inflation will ease to 3.2% in 2024 compared to 4.1% in 2023, thus strengthening real income growth and allowing to lower interest rates. Government and consumer spending positively contributed to economic growth in 2023, despite strong inflation and high interest rates.

China's economy is projected to decelerate to 4.7% in 2024 and to 4.5% in 2025, compared to 5.4% in 2023. The persistent declining housing market and industrial capacity utilisation rate continue to point to a moderate economic growth, supported by government stimulus. Consumer demand is expected to improve throughout 2024, mainly as a result of the domestic tourist spending in the holiday period — which for the first time exceeded the pre-Covid levels. Inflation stood at 0.2% in 2023 and is expected to increase to 1.0% and to 1.7% in 2024 and 2025, respectively.

According to latest forecasts, India's GDP growth is projected at 6.8% in 2024 and at 6.3% in 2025 compared to 7.4% in 2023. This robust growth reflects the steady strong domestic demand and the growing workingage population. Inflation, which reached 5.7%, will gradually decline to 5.0% in 2024 and to 4.8% in 2025, benefiting the private sector demand and easing financial conditions.

In Japan, GDP growth is expected to slow to 0.8% in 2024 from 1.9% in 2023 and to reach 1.2% in 2025. This deceleration reflects the disruption, in particular the prolonged suspension of the production lines of many car manufacturers, that curbed private consumption, fixed investments and exports. Moreover, the Bank of Japan ended its negative interest rate policy and abolished its yield curve control policy. The next interest rate hike is expected to occur in March 2025, while salary increases will remain key to reach a sustainable 2.0% inflation. Inflation is projected to decrease compared to 2023 (3.3%) and reach 2.3% in 2024 and 2.0% in 2025.

According to latest forecasts, Brazilian GDP is forecast to slow in 2024 to 2.1% compared to 2.9% in 2023, to then grow to 2.5% in 2025. The agribusiness' 2023 growth will not continue, with agricultural production expected to decline in 2024. Consumer spending will remain relatively strong, driven by a resilient labour market and a constantly growing employment rate. The Central Bank of Brazil will maintain its restrictive monetary policy, but interest rates will decrease, thus contributing to stimulating domestic demand growth. Inflation downtrend will continue, albeit at a slower pace, going from 4.6% in 2023 to 4.1% in 2024 and to 3.3% in 2025.

Russian GDP is expected to contract from 3.6% in 2023 to 2.9% in 2024 and 2.5% in 2025. In the coming years, the country's economic growth will be jeopardised by the heavy Western sanctions, trade restrictions, the withdrawal of multinational enterprises and the private capital flight. In the near term, these adverse aspects will be however partially offset by war spending, government investments and supply chain adjustments. Real consumer spending will benefit from a historically low unemployment rate, the preelection spending and a strong increase in available real income in 2024, to then stabilise. Inflation is expected to increase from 5.9% in 2023 to 6.3% in 2024, to then decline to 5.0% in 2025.

Projections for the commodity market remain very uncertain for this year. The subdued global economic activity will translate into weaker demand for raw materials. In addition, the growing geopolitical tensions in the Middle East could disrupt the commodity supply chains, lifting shipping costs and heightening the volatility of commodity prices. This year as well, energy prices will continue to be impacted by various factors, such as a weaker global demand, expected to limit price hikes, or the uncertainties relating to global production, supply stability and geopolitical tensions, which could drive prices up. In 2024, the average price of Brent crude oil will be \$89 a barrel. Prices have been on the rise since the beginning of 2024 due to the ongoing geopolitical risk, with global oil stocks expected to fall sharply.

Currency Markets

The US dollar opened the first quarter of 2024 with a depreciation that led it to reach its high for the period of 1.0987 (11 January), followed by a sharp appreciation until mid-February, reaching a quarterly low of 1.0713 (14 February). It then depreciated until mid-March, to then close at 1.0811, around the average rate for the period of 1.0857.

The Chinese yuan/renminbi opened the quarter appreciating slightly, to then reverse its trend and reach 7.85. Subsequently, the currency showed a sharp appreciation, reaching its low for the period of 7.7065 (14 February). It then appreciated swiftly, reaching the high for the quarter of 7.8678 (13 March). At the end of the period, the currency moved laterally, closing at 7.8144, in line with the average rate for the period of 7.8050.

The Polish zloty opened the year with a slight appreciation, rapidly followed by a depreciation, which led the currency to reach its high for the period of 4.3993 (17 January). The currency then appreciated constantly, reaching it low of 4.2805 (11 March). In the last days of the quarter, the currency depreciated moderately, closing at 4.3123, below the average rate for the period of 4.3324.

FINAL EXCHANGE RATE AVERAGE EXCHANGE RATE TRADING PRICE TRADING PRICE
31.03.2024 2024 MAXIMUM MINIMUM
Dollaro statunitense 1.0811 1.0857 1.0987 1.0713
Yen giapponese 163.4500 161.2026 164.9600 155.6800
Corona svedese 11.5250 11.2796 11.5250 11.1545
Corona danese 7.4580 7.4563 7.4615 7.4536
Zloty polacco 4.3123 4.3324 4.3993 4.2805
Corona ceca 25.3050 25.0799 25.4600 24.4880
Peso messicano 17.9179 18.4434 18.8054 17.9179
Sterlina britannica 0.8551 0.8562 0.8665 0.8510
Real brasiliano 5.4032 5.3762 5.4766 5.3069
Rupia indiana 90.1365 90.1490 91.2850 88.9560
Renminbi cinese 7.8144 7.8050 7.8678 7.7065
Rublo russo 99.4000 98.5896 100.8884 95.7166
Franco svizzero 0.9766 0.9495 0.9811 0.9305
Bath thailandese 39.4120 38.7298 39.4150 37.5630

Operating Structure and Reference Markets

In the first quarter of 2024, Brembo's consolidated net sales amounted to Ȗ1,004,635 thousand, up 4.4% compared to Ȗ961,935 thousand for the first quarter of 2023.

Information on the performance of the individual applications and their related markets — as available to the Company at the reporting date — is provided under the following headings.

Passenger Cars

In the first quarter of 2024, the global light vehicle market showed a 4.7% increase in sales compared to the same period of 2023.

The Western European market (EU14+EFTA+United Kingdom) closed the first quarter of 2024 with a +5.5% rise in car registrations compared to the same period of 2023. All the five key markets closed the first quarter of 2024 on a positive note: +6.8% in Italy, +6.6% in France, +2.6% in Spain, +4.9% in Germany and +10.1% in the United Kingdom.

Eastern Europe as well reported an increase in car registrations (+6.2%) compared to the first quarter of 2023. Light vehicle registrations grew also in Russia, with a 38.4% increase in sales in the first quarter of 2024 compared to the same period of the previous year.

In the first quarter of 2024, the United States showed a positive performance, with light vehicle sales rising by 5.2% overall compared to the first quarter of 2023. Also the Brazilian market recorded a positive performance, with sales growing by 10.7%.

In Asian markets, China closed the first quarter of 2024 with a 13.1% increase in car sales compared to the first quarter of 2023. By contrast, the Japanese market reported a negative performance for the first three months of the year, with an 18.0% decline in sales compared to the same period of the previous year.

Within this scenario, Brembo's net sales of car applications in the first quarter of 2024 amounted to Ȗ725,815 thousand, accounting for 72.3% of the Group's turnover, up 5.5% compared to the same period of 2023.

Motorbikes

Europe, the United States and Japan are Brembo's three most important markets in the motorbike sector.

In Europe, registrations of motorbikes, scooters and ATVs increased by 2.0% in the first quarter of 2024 compared to the same period of the previous year.

In Italy, motorbike registrations closed the first quarter of 2024 rising by 3.1% compared to the same period of the previous year. Registrations of motorbikes alone rose by 2.9% (+6.5% with regard to displacements over 500cc), while scooters recorded a 2.6% increase compared to the same period of the previous year.

In the United States, registrations of motorbikes, scooters and ATVs (All Terrain Vehicles, quadricycles for recreation and work) declined by 5.4% in the first quarter of 2024 compared to the same period of 2023. ATVs alone dropped by 4.8%, while motorbikes and scooters together decreased by 5.6%.

The Japanese market fell by 24.2% in total registrations of motorbikes with displacements over 50cc in the first quarter of 2024 compared to the first quarter of 2023. Considering displacements over 125 cc alone, the reporting quarter saw a 18.3% decline compared to the same period of the previous year.

In Brazil, registrations of two-wheel vehicles rose by 21.1% in the reporting quarter compared to the same period of 2023.

In India, registrations of two-wheel vehicles with displacements of over 50cc closed the first quarter of 2024 at +21.7% compared to the same period of 2023.

Brembo's net sales of motorbike applications amounted to Ȗ125,749 thousand in the first quarter of 2024, up 2.0% compared to the first quarter of 2023.

Commercial and Industrial Vehicles

In the first quarter of 2024, the European commercial vehicles market (EU+EFTA+United Kingdom) — Brembo's reference market — showed a 3.7% increase in registrations compared to the same period of 2023.

In the reporting quarter, sales of light commercial vehicles (up to 3.5 tonnes) in Europe grew by 3.6% compared to the first quarter of 2023. The first five European markets by sales volume closed with an increase, except for Germany (-0.3%): +2.0% in the United Kingdom, +7.6% in France, +5.4% in Italy, and +9.4% in Spain.

In Europe, the segment of medium and heavy commercial vehicles (over 3.5 tonnes) decreased by 5.3% in the first quarter of 2024 compared to the same period of 2023. All five key European markets declined, except for Germany (+2.6%): -13.6% in the United Kingdom, -16.5% in France, -2.2% in Italy, and -8.5% in Spain.

In the first quarter of 2024, Brembo's net sales of applications for this segment totalled Ȗ95,559 thousand, down 1.1% compared to the first quarter of 2023.

Racing

In the racing sector, where Brembo has maintained undisputed supremacy for years, the Group operates through three leading brands: Brembo Racing (braking systems for race cars and motorbikes), AP Racing (braking systems and clutches for race cars), Marchesini (magnesium and aluminium wheels for racing motorbikes).

In the first quarter of 2024, Brembo's net sales of racing applications amounted to Ȗ57,302 thousand, up 6.3% compared to the first quarter of 2023.

Significant Events During the Quarter

With regard to the Company's cross-border conversion effective from 24 April 2024:

  • on 12 January 2024, the Company proceeded with the Share Capital Decrease, from Ȗ34,727,914.00 to Ȗ3,339,222.50, instrumental to the Transaction, without cancellation of shares and without any reimbursement of capital to shareholders, through recognition to the Company's equity of a reserve of an equal amount. Therefore, this decrease had no impact on Brembo Shareholders' capital and administrative rights;
  • the notarial deed of conversion, also amending the Articles of Association drafted pursuant to Dutch law, was executed on 25 January 2024, with effectiveness deferred to the day following the date of the Shareholders' Meeting of Brembo held on 23 April 2024 that approved, inter alia, the Company's Financial Statements for the year ended 31 December 2023;
  • the payment of the liquidation value to those who had validly exercised the withdrawal right was effected on 31 January 2024. The Company thus acquired 4,387,303 unopted shares, equal to Ȗ57,456,120.09, accounting for 1.31387% of the share capital. Accordingly, as at the date of the approval of this Report, the Company holds 15,051,860 own shares representing 4.51% of share capital (2.93% of voting rights).

For further details on the foregoing, reference should be made to the press releases published on the Company's website (www.brembo.com, section "Investors", "For Shareholders", "Registered Office Relocation").

No other significant events occurred in the first quarter of 2024.

Opt-out from the Obligations to Publish Disclosure Documents

The Company has adopted the opt-out system envisaged by Article 70, paragraph 8, and Article 71, paragraph 1 bis, of the Issuers' Regulation (Board's Resolution dated 17 December 2012), thus opting out from the obligation to publish the required disclosure documents in the case of significant mergers, de-mergers, capital increase by way of contributions in kind, acquisitions and disposals.

Buy-back and Sale of Own Shares

The General Shareholders' Meeting held on 23 April 2023 passed a new plan for the buy-back and sale of own shares with the following objectives:

  • undertaking any investments, directly or through intermediaries, including aimed at containing abnormal movements in stock prices, stabilising stock trading and prices, supporting the liquidity of the Company's stock on the market, so as to foster the regular conduct of trading beyond normal fluctuations related to market performance, without prejudice in any case to compliance with applicable statutory provisions;
  • carrying out, in accordance with the Company's strategic guidelines, share capital transactions or other transactions which make it necessary or appropriate to swap or transfer share packages through

exchange, contribution, or any other methods;

buying back own shares as a medium-/long-term investment.

The plan envisages that the Board of Directors may purchase, in one or more tranches, up to a maximum of 8,000,000 ordinary shares, for a minimum price not lower than the closing price of the shares during the trading session on the day before each transaction is undertaken, reduced by 10%, and for a maximum price not higher than the closing price of the shares during the trading session on the day before each transaction is undertaken, increased by 10%.

The authorisation is requested for a period of 18 months from the date of the resolution by the General Shareholders' Meeting and for a maximum purchasing amount of Ȗ144,000,000, which is adequately covered by the available net reserves recognised in the balance sheet.

In the year, Brembo bought back 4,387,303 own shares (Ȗ57,456 thousand), which, together with the 10,664,557 own shares already held, bring total own shared at 15,051,860, representing 4.51% of the Company's share capital.

Significant Events After 31 March 2024

The General Shareholders' Meeting of the Parent Brembo S.p.A. held on 23 April 2024 approved the Financial Statements for the financial year ended 31 December 2023, allocating net income for the year amounting to Ȗ139,265,254.39 as follows:

  • to the Shareholders, a gross ordinary dividend of Ȗ0.30 per ordinary share outstanding, excluding own shares (payment as of 22 May 2024, ex-coupon date 20 May 2024, and record date 21 May 2024);
  • the remaining amount carried forward.

On 24 April 2024, the transfer of the Company's registered office to Amsterdam (The Netherlands), with the ensuing conversion into a naamloze vennootschap (N.V.), under the laws of the Netherlands, has become effective. On the same date a secondary office of the Company, with permanent representation, was also established in Italy pursuant to Article 2508 of the Italian Civil Code, and the related registration with the Companies' Register of Bergamo was requested.

Brembo shares continue to be listed on Euronext Milan, organised and managed by Borsa Italiana S.p.A., under the new ISIN code: NL0015001KT6 as from 24 April 2024.

A mechanism is also envisaged to allot Special Voting Shares to Brembo's shareholders. For information on this mechanism, reference should be made to the Company's website (www.brembo.com, section "Investors", "For Shareholders", "Registered Office Relocation").

No other significant events occurred after the end of the first quarter of 2024 and up to 9 May 2024.

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