Interim / Quarterly Report • Nov 12, 2015
Interim / Quarterly Report
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Elica S.p.A.
Interim Report
at September 30, 2015
| Corporate boards | page 3 |
|---|---|
| Directors' Report – YTD at September 30, 2015 | |
| Key Financial Highlights | page 4 |
| Q3 2015 operating review | page 5 |
| Significant events in Q3 2015 | page 6 |
| Elica Group structure and consolidation scope | page 6 |
| Related-party transactions | page 7 |
| Subsequent events and outlook | page 7 |
| Compliance pursuant to Section VI of the regulation implementing Legislative Decree No. 58 | |
| of February 24, 1998 concerning market regulations ("Market Regulations") Obligations as per Article 70, paragraph 8 and Article 71, paragraph 1-bis of the "Issuers' |
page 8 |
| Regulation" | page 8 |
| Consolidated Interim Financial Statements at September 30, 2015 | |
| Income Statement | page 9 |
| Statement of Comprehensive Income | page 10 |
| Statement of Financial Position | page 11 |
| Statement of Cash Flow | page 12 |
| Notes to the Interim Report at September 30, 2015 | page 13 |
Executive Chairman,
born in Senigallia (AN) on 5/6/1961, appointed by resolution of 29/04/2015.
Chief Executive Officer, born in Varese (VA) on 30/10/1958, appointed by resolution of 29/04/2015.
Executive Director, born in Monsano (AN) on 12/12/1934, appointed by resolution of 29/04/2015.
Director, born in Monsano (AN) on 14/02/1938, appointed by resolution of 29/04/2015.
Chairman, born in Jesi (AN) on 14/01/1954, appointed by resolution of 29/04/2015.
Statutory Auditor, born in Jesi (AN) on 23/06/1945, appointed by resolution of 29/04/2015.
Statutory Auditor, born in Jesi (AN) on 02/04/1971, appointed by resolution of 29/04/2015.
Davide Croff (Chairman) Elio Cosimo Catania Enrico Vita
KPMG S.p.A.
Elica S.p.A. Registered office: Via Casoli, 2 – 60044 Fabriano (AN) Share capital: Euro 12,664,560.00 Tax Code and Companies' Register Number: 00096570429 Ancona REA No. 63006 – VAT Number 00096570429
Laura Giovanetti e-mail: [email protected] Telephone: +39 0732 610727
Independent Director, born in Fabriano (AN) on 16/02/1969, appointed by resolution of 29/04/2015.
Independent Director, born in Catania on 05/06/1946, appointed by resolution of 29/04/2015.
Independent Director and Lead Independent Director, born in Conegliano (TV) on 30/03/1967, appointed by resolution of 29/04/2015.
Independent Director, born in Venice on 01/10/1947, appointed by resolution of 29/04/2015.
Alternate Auditor, born in Sassoferrato (AN) on 04/05/1966, appointed by resolution of 29/04/2015.
Alternate Auditor, born in Montesangiorgio (AP) on 04/04/1965, appointed by resolution of 29/04/2015.
Elio Cosimo Catania (Chairman) Davide Croff Enrico Vita
| 9M 15 | % | 9M 14 | % | 15 Vs 14 | |
|---|---|---|---|---|---|
| In Euro thousands | revenue | revenue | % | ||
| Revenue | 308,339 | 293,079 | 5.2% | ||
| EBITDA before restructuring charges | 23,464 | 7.6% | 21,004 | 7.2% | 11.7% |
| EBITDA | 22,228 | 7.2% | 19,128 | 6.5% | 16.2% |
| EBIT | 9,273 | 3.0% | 6,599 | 2.3% | 40.5% |
| Net financial charges | (1,855) | (0.6%) | (3,040) | (1.0%) | (39.0%) |
| Income taxes | (3,675) | (1.2%) | (1,608) | (0.5%) | 128.5% |
| Profit from continuing operations | 3,743 | 1.2% | 1,951 | 0.7% | 91.9% |
| Profit from continuing operations and discontinued | |||||
| operations | 3,743 | 1.2% | 1,951 | 0.7% | 91.9% |
| Profit attributable to the owners of the Parent | 3,344 | 1.1% | 1,225 | 0.4% | 173.0% |
| Basic earnings per share on continuing operations and | |||||
| discontinued operations (Euro/cents) | 5.39 | 1.97 | 173.0% | ||
| Diluted earnings per share on continuing operations and | |||||
| discontinued operations (Euro/cents) | 5.39 | 1.97 | 173.0% | ||
The earnings per share for 9M 2015 and 9M 2014 were calculated by dividing the profit attributable to the owners of the parent from continuing and discontinued operations by the number of outstanding shares at the respective reporting dates.
| Q3 | % | Q3 | % | 15 Vs 14 | |
|---|---|---|---|---|---|
| In Euro thousands | 2015 | revenue | 2014 | revenue | % |
| Revenue | 105,127 | 97,336 | 8.0% | ||
| EBITDA before restructuring charges | 9,110 | 8.7% | 7,986 | 8.2% | 14.1% |
| EBITDA | 8,816 | 8.4% | 6,802 | 7.0% | 29.6% |
| EBIT | 4,400 | 4.2% | 2,545 | 2.6% | 72.9% |
| Net financial charges | (803) | (0.8%) | (988) | (1.0%) | (18.7%) |
| Income taxes | (1,469) | (1.4%) | (923) | (0.9%) | 59.2% |
| Profit from continuing operations | 2,128 | 2.0% | 634 | 0.7% | 235.6% |
| Profit from continuing operations and discontinued operations | 2,128 | 2.0% | 634 | 0.7% | 235.6% |
| Profit attributable to the owners of the Parent | 1,973 | 1.9% | 484 | 0.5% | 307.6% |
| Basic earnings per share on continuing operations and discontinued | |||||
| operations (Euro/cents) | 3.18 | 0.78 | 307.6% | ||
| Diluted earnings per share on continuing operations and discontinued | |||||
| operations (Euro/cents) | 3.18 | 0.78 | 307.6% | ||
The earnings per share for Q3 2015 and 2014 were calculated by dividing the profit attributable to the owners of the parent from continuing and discontinued operations by the number of outstanding shares at the respective reporting dates.
EBITDA is the operating profit (EBIT) plus amortisation and depreciation and any impairment losses on goodwill. EBIT is the operating profit as reported in the consolidated income statement.
| In Euro thousands | Sep 30, 15 | Dec 31, 14 | Sep 30, 14 |
|---|---|---|---|
| Trade receivables | 71,087 | 63,456 | 68,233 |
| Inventories | 66,166 | 57,609 | 60,931 |
| Trade payables | (102,086) | (88,238) | (90,434) |
| Managerial Working Capital | 35,167 | 32,827 | 38,730 |
| as a % of annualised revenue | 8.6% | 8.4% | 9.9% |
| Other net receivables/payables | (11,453) | (11,854) | (15,158) |
| Net Working Capital | 23,714 | 20,973 | 23,572 |
| In Euro thousands | Sep 30, 15 | Dec 31, 14 | Sep 30, 14 |
|---|---|---|---|
| Cash and cash equivalents | 32,496 | 35,241 | 30,154 |
| Finance leases and other lenders | (10) | (12) | (12) |
| Bank loans and borrowings | (37,144) | (29,277) | (29,097) |
| Non-current loans and borrowings | (37,154) | (29,289) | (29,109) |
| Finance leases and other lenders | (9) | (12) | (2) |
| Bank loans and borrowings | (57,547) | (57,364) | (58,773) |
| Current loans and borrowings | (57,556) | (57,376) | (58,775) |
| Net Financial Debt | (62,214) | (51,424) | (57,730) |
Net Financial Debt is the sum of cash and cash equivalents less amounts due under finance leases and to other lenders (current and non-current), plus bank loans and borrowings (current and non-current), as reported in the statements of financial position.
In the third quarter of 2015, Elica Group consolidated revenue amounted to Euro 105.1 million, up 8.0% on the same period of 2014, on the basis principally of organic growth (4.6%), in addition to favourable currency movements. Global range hood demand contracted again in the third quarter of 2015 although to a more contained degree of 1.7% - although Eastern Europe (-11.8%) saw an even greater drop, strongly impacted by the Russian market, with Latin America losing 3.4% and the Asian market contraction easing (-1.3%). North American growth picked up (+5.0%), with Western Europe consolidating its recovery (+2.1%).
The Cooking segment saw 8.7% revenue growth on Q3 2014, following both increased third party brand (+8.6%) and own brand sales (+8.9%) on the same period of the previous year. In particular, the Elica brand boosted growth significantly (+20.3%) on the back of the company's brand-focused commercial strategies.
The Motors segment also saw growth in Q3 2015 (+4.2%), principally thanks to the ventilation segment.
Analysing revenue by the principal markets1 , the Americas grew 25.0%, principally due to favourable currency movements. European revenue also grew (+6.1%), while remaining substantially stable in Asia2 (-0.6%).
EBITDA before restructuring charges in Q3 2015 of Euro 9.1 million (8.7% Net Revenue margin) increased 14.1% on Q3 2014, due to production efficiencies generated by restructuring, procurement operations, together with favourable currency movements. EBITDA after restructuring charges totalled Euro 8.8 million - up 29.6% on the third quarter of the previous year. The restructuring charges in the quarter of Euro 0.3 million relate principally to the Italian companies.
EBIT of Euro 4.4 million improved 72.9% on Euro 2.5 million in Q3 2014.
In Q3 2015, the Euro average exchange rate weakened against all currencies to which the Group is exposed, with the exception of the Ruble.
1 Data concerns sales revenue by geographic area and therefore does not refer to the breakdown by operating segment according to the various Group company locations. 2 Concerning revenue in "Other Countries" - principally the Asian markets.
Interim Report at September 30, 2015 - Elica Group
| average 9M 2015 |
average 9M 2014 |
% | Sep 30, 15 | Dec 31, 14 | % | |
|---|---|---|---|---|---|---|
| USD | 1.11 | 1.35 | -18.1% | 1.12 | 1.21 | -7.4% |
| JPY | 134.78 | 139.49 | -3.4% | 134.69 | 145.23 | -7.3% |
| PLN | 4.16 | 4.18 | -0.4% | 4.24 | 4.27 | -0.7% |
| MXN | 17.37 | 17.77 | -2.3% | 18.98 | 17.87 | 6.2% |
| INR | 70.85 | 82.26 | -13.9% | 73.48 | 76.72 | -4.2% |
| CNY | 6.96 | 8.35 | -16.7% | 7.12 | 7.54 | -5.6% |
| RUB | 66.60 | 48.02 | 38.7% | 73.24 | 72.34 | 1.2% |
| GBP | 0.73 | 0.81 | -10.1% | 0.74 | 0.78 | -5.1% |
Net financial charges as a percentage of revenue in Q3 2015 reduced from 1.0% in Q3 2014 to 0.8%, mainly due to the lower average cost of debt.
The Profit for the period of Euro 2.1 million was up 235.6% on Euro 0.6 million in the third quarter of 2014.
The Managerial Working Capital on annualised revenue of 8.6% is significantly lower than 9.9% at September 30, 2014 and in line with 8.4% at December 31, 2014. This excellent result is due to optimised resource allocation policies, in particular with regard to trade receivables and payables management.
The Net Financial Debt at September 30, 2015 of Euro 62.2 million increased on Euro 51.4 million at December 31, 2014 and Euro 57.7 million at September 30, 2014, particularly due to the payment of Euro 7.6 million for non-recurring charges incurred in the first nine months of 2015, mainly relating to the restructuring plan already concluded and expensed in 2013 and 2014.
On July 9, 2015, Elica took part in the Mid&Small Cap Event, organised in Frankfurt by Equita SIM, holding meetings with the financial community.
On August 27, 2015, the Board of Directors of Elica S.p.A. approved the Half-Year Report at June 30, 2015 and filed the Auditors' Report on the Condensed Consolidated Financial Statements.
On September 16, 2015, Elica S.p.A. was involved in the VIII edition of the Italian Stock Market Opportunities Conference, organised in Milan by Banca IMI, through presentations and meetings with institutional investors.
The Elica Group is currently the world's largest manufacturer of kitchen range hoods for domestic use and is leader in Europe in the sector of motors for boilers used in home heating systems.
o Elica S.p.A. - Fabriano (Ancona, Italy) is the parent company of the Group (in short Elica).
o Elica Group Polska Sp.zo.o – Wroclaw – (Poland) (in short Elica Group Polska). This wholly-owned company has been operational since September 2005 in the production and sale of electric motors and from December 2006 in the production and sale of exhaust range hoods for domestic use;
o Elicamex S.A. de C.V. – Queretaro (Mexico) (in short Elicamex). The company was incorporated at the beginning of 2006 (The Parent owns 98% directly and 2% through Elica Group Polska). Through this company, the Group intends to concentrate the production of products for the American markets in Mexico and reap the benefits deriving from optimisation of operational and logistical activities;
o Leonardo Services S.A. de C.V. – Queretaro (Mexico) (in short Leonardo). This wholly-owned subsidiary was incorporated in January 2006 (the Parent owns 98% directly and 2% indirectly through Elica Group Polska Sp.zo.o.). Leonardo Services S.A. de C.V. manages all Mexican staff, providing services to ELICAMEX S.A. de C.V;
o Ariafina CO., LTD – Sagamihara-Shi (Japan) (in short Ariafina). Incorporated in September 2002 as an equal Joint Venture with Fuji Industrial of Tokyo, the Japanese range hood market leader, Elica S.p.A. acquired control in May 2006 (51% holding) to provide further impetus to the development of the important Japanese market, where high-quality products are sold;
o Airforce S.p.A. – Fabriano (Ancona, Italy) (in short Airforce). This company operates in a special segment of the production and sale of hoods sector. The holding of Elica S.p.A. is 60%;
o Airforce Germany Hochleigstungs-Dunstabzugssysteme GmbH – Stuttgart (Germany) (in short Airforce
Germany). Airforce S.p.A. owns 95% of Airforce Germany G.m.b.h., a company that sells hoods in Germany through so-called "kitchen studios";
o Elica Inc – Chicago, Illinois (United States), offices in Bellevue, Washington (United States). The company aims to develop the Group's brands in the US market by carrying out marketing and trade marketing with resident staff. The company is a wholly owned subsidiary of ELICAMEX S.A. de C.V.;
o Exklusiv Hauben Gutmann GmbH – Mulacker (Germany) (in short Gutmann) - a German company entirely held by Elica S.p.A. and the German leader in the high-end kitchen range hood market, specialised in tailor made and high performance hoods.
o Elica PB India Private Ltd. - Pune (India) (in short Elica India); in 2010, Elica S.p.A. signed a joint venture agreement, subscribing 51% of the share capital of the newly-incorporated Indian company and therefore attaining control.
Elica PB India Private Ltd. is involved in the production and sale of Group products.
o Zhejiang Elica Putian Electric CO.,LTD. – Shengzhou (China) (in short Putian), a Chinese company held 66.76% and operating under the Puti brand, a leader in the Chinese home appliances sector, producing and marketing range hoods, gas hobs and kitchenware sterilisers. Putian is one of the main players in the Chinese range hood market and the principal company developing western style range hoods. The production site is located in Shengzhou, a major Chinese industrial district for the production of kitchen home appliances.
o Elica Trading LLC – St. Petersberg (Russian Federation) (in short Elica Trading), a Russian company held 100%, incorporated on June 28, 2011.
o Elica France S.A.S. - Paris (France) (in short Elica France), a wholly-owned French company incorporated in 2014.
o I.S.M. S.r.l. – Cerreto d'Esi (AN-Italy). The company, of which Elica S.p.A. holds 49.385% of the Quota Capital, operates within the real estate sector.
There were no changes in the consolidation scope compared to December 31, 2014.
Transactions were entered into with subsidiaries, associates and other related parties during the period. All transactions were conducted on an arm's length basis in the ordinary course of business.
On October 6, 2015, Elica S.p.A. participated at the Star Conference, organised in London by Borsa Italiana, through presentations and meetings with insitutional investors.
On October 8, 2015, Elica S.p.A. updated the 2015 Guidance objectives for Net Revenue, with a growth estimate of between 3 and 5% on 2014, considering also currency movements.
Elica S.p.A. confirms compliance with the conditions for listing pursuant to Articles 36 and 37 of Consob's Market Regulations. In particular, having control, directly or indirectly, over some companies registered in countries outside of the European Union, the financial statements of the above-mentioned companies, prepared for the purposes of the Elica Group Consolidated Financial Statements, were made available in accordance with the provisions required by the current regulations enacted on March 30, 2009.
In accordance with Article 70, paragraph 8 and Article 71, paragraph 1-bis of the Consob Issuers' Regulation, on January 16, 2013, Elica announced that it would employ the exemption from publication of the required disclosure documents concerning significant merger, spin-off, and share capital increase operations through conferment of assets in kind, acquisitions and sales.
| Q3 2015 | Q3 2014 | 9M 2015 | 9M 2014 | ||
|---|---|---|---|---|---|
| In Euro thousands | Note | ||||
| Revenue | 1. | 105,127 | 97,336 | 308,339 | 293,079 |
| Other operating income | 2. | 919 | 449 | 2,305 | 4,571 |
| Changes in inventories of finished and semi-finished | |||||
| goods | 3. | 1,381 | 376 | 5,056 | 4,226 |
| Increase in internal works capitalised | 917 | 1,124 | 3,998 | 3,695 | |
| Raw materials and consumables | 3. | (57,864) | (53,464) | (170,854) | (164,248) |
| Services | 4. | (18,417) | (16,124) | (55,538) | (48,966) |
| Labour costs | 5. | (19,178) | (19,779) | (61,117) | (62,133) |
| Amortisation & Depreciation | (4,416) | (4,257) | (12,955) | (12,529) | |
| Other operating expenses and provisions | 6. | (3,775) | (1,932) | (8,725) | (9,220) |
| Restructuring charges | 14. | (294) | (1,184) | (1,236) | (1,876) |
| Operating profit | 4,400 | 2,545 | 9,273 | 6,599 | |
| Share of profit/(loss) from associates | (2) | (4) | (7) | (13) | |
| Impairment of AFS financial assets | (100) | - | (100) | - | |
| Financial income | 7. | 46 | (1) | 118 | 209 |
| Financial charges | 7. | (953) | (1,109) | (2,802) | (3,235) |
| Exchange rate gains/(losses) | 7. | 206 | 126 | 936 | (1) |
| Profit before taxes | 3,597 | 1,557 | 7,418 | 3,559 | |
| Income taxes | (1,469) | (923) | (3,675) | (1,608) | |
| Profit from continuing operations | 2,128 | 634 | 3,743 | 1,951 | |
| Profit from discontinued operations | - | - | - | - | |
| Profit for the period | 2,128 | 634 | 3,743 | 1,951 | |
| of which: | |||||
| Attributable to non-controlling interests | 155 | 150 | 399 | 726 | |
| Attributable to the owners of the parent | 1,973 | 484 | 3,344 | 1,225 | |
| Basic earnings per Share (Euro/cents) | 3.18 | 0.78 | 5.39 | 1.97 | |
| Diluted earnings per Share (Euro/cents) | 3.18 | 0.78 | 5.39 | 1.97 |
| In Euro thousands | Q3 2015 | Q3 2014 | 9M 2015 | 9M 2014 |
|---|---|---|---|---|
| Profit for the period | 2,128 | 634 | 3,743 | 1,951 |
| Other comprehensive income/(expense) which may not be subsequently reclassified to profit/(loss) for the period: |
||||
| Actuarial gains/(losses) of employee defined plans Tax effect concerning the Other income/(expense) which may not be |
(126) | (577) | 63 | (1,221) |
| subsequently reclassified to the profit/(loss) for the period Total other comprehensive income/(expense) which may not be subsequently reclassified to profit/(loss) for the period, net |
33 | 135 | (12) | 345 |
| of the tax effect | (93) | (442) | 51 | (876) |
| Other comprehensive income/(expense) which may be subsequently reclassified to profit/(loss) for the period: |
||||
| Exchange differences on the conversion of foreign financial statements Net change in cash flow hedges |
(3,839) (995) |
2,786 (538) |
(70) (1,123) |
2,937 (568) |
| Tax effect concerning the Other income/(expense) which may be subsequently be reclassified to the profit/(loss) for the period Total other comprehensive income/(expense) which may be subsequently reclassified to profit/(loss) for the period, net of |
277 | 151 | 309 | 156 |
| the tax effect | (4,557) | 2,399 | (884) | 2,525 |
| Total other comprehensive income/(expense), net of the tax effect: |
(4,651) | 1,957 | (833) | 1,649 |
| Total comprehensive income/(expense) for the period of which: |
(2,523) | 2,591 | 2,910 | 3,600 |
| Attributable to non-controlling interests Attributable to the owners of the parent |
77 (2,600) |
476 2,112 |
832 2,078 |
1,163 2,437 |
| Statement of Financial Position at September 30, 2015 | |
|---|---|
| ------------------------------------------------------- | -- |
| In Euro thousands | Note | Sep 30, 15 | Dec 31, 14 |
|---|---|---|---|
| Property, plant & equipment | 8. | 88,939 | 88,014 |
| Goodwill | 9. | 45,647 | 44,911 |
| Other intangible assets | 10. | 27,090 | 26,660 |
| Investments in associates | 1,430 | 1,437 | |
| Other receivables | 313 | 182 | |
| Tax assets | 5 | 5 | |
| Deferred tax assets | 15,186 | 15,265 | |
| AFS financial assets | 56 | 156 | |
| Derivative financial instruments | 1 | 1 | |
| Total non-current assets | 178,667 | 176,631 | |
| Trade receivables and loan assets | 11. | 71,087 | 63,456 |
| Inventories | 12. | 66,166 | 57,609 |
| Other receivables | 8,130 | 6,935 | |
| Tax assets | 10,928 | 7,330 | |
| Derivative financial instruments | 136 | 146 | |
| Cash and cash equivalents | 32,496 | 35,241 | |
| Current assets | 188,943 | 170,717 | |
| Total assets | 367,610 | 347,348 | |
| Liabilities for post-employment benefits | 10,832 | 12,752 | |
| Provisions for risks and charges | 13. | 2,131 | 5,441 |
| Deferred tax liabilities | 4,779 | 4,910 | |
| Finance leases and other lenders | 10 | 12 | |
| Bank loans and borrowings | 37,144 | 29,277 | |
| Other payables | 3,335 | 4,786 | |
| Tax liabilities | 473 | 568 | |
| Derivative financial instruments | 109 | 146 | |
| Non-current liabilities | 58,813 | 57,892 | |
| Provisions for risks and charges | 13. | 5,123 | 3,006 |
| Finance leases and other lenders | 9 | 12 | |
| Bank loans and borrowings | 57,547 | 57,364 | |
| Trade payables | 11. | 102,086 | 88,238 |
| Other payables | 17,612 | 16,394 | |
| Tax liabilities | 7,776 | 6,719 | |
| Derivative financial instruments | 2,899 | 2,113 | |
| Current liabilities | 193,052 | 173,846 | |
| Share capital | 12,665 | 12,665 | |
| Capital reserves | 71,123 | 71,123 | |
| Hedging, translation and stock option reserve | (10,969) | (9,585) | |
| Reserve for actuarial gains/losses | (3,139) | (3,188) | |
| Treasury shares | (3,551) | (3,551) | |
| Retained earnings | 40,774 | 39,894 | |
| Profit attributable to the owners of the parent | 3,344 | 2,592 | |
| Equity attributable to the owners of the parent | 110,247 | 109,950 | |
| Capital and reserves attributable to non-controlling interests | 5,099 | 4,766 | |
| Profit attributable to non-controlling interests | 399 | 894 | |
| Equity attributable to non-controlling interests | 5,498 | 5,660 | |
| Total equity | 115,745 | 115,610 | |
| Total liabilities and equity | 367,610 | 347,348 | |
| In Euro thousands | Note | 9M 2015 | 9M 2014 |
|---|---|---|---|
| Opening cash and cash equivalents | 35,241 | 27,664 | |
| Operating profit - EBIT | 9,273 | 6,599 | |
| Amortisation, depreciation and impairment losses | 12,955 | 12,529 | |
| EBITDA | 22,228 | 19,128 | |
| Trade working capital | (2,604) | 2,979 | |
| Other working capital accounts | (2,852) | (6,400) | |
| Income taxes paid | (3,594) | (3,147) | |
| Change in provisions | (3,223) | 2,487 | |
| Other changes | (1) | (968) | |
| Cash flow from operating activities | 9,955 | 14,080 | |
| Net increases | (14,142) | (12,023) | |
| Intangible assets | (5,173) | (4,403) | |
| Property, plant & equipment | (8,969) | (7,562) | |
| Equity investments and other financial assets | - | (58) | |
| Acquisition/Sale of investments | - | 44 | |
| Cash flow used in investing activities | (14,142) | (11,979) | |
| Dividends | (2,551) | (2,413) | |
| Increase (decrease) in loans and borrowings | 7,613 | 3,221 | |
| Net changes in other financial assets/liabilities | (1,128) | 1,345 | |
| Interest paid | (2,529) | (2,749) | |
| Cash flow used in financing activities | 1,405 | (596) | |
| Change in cash and cash equivalents | (2,782) | 1,505 | |
| Effect of exchange rate change on liquidity | 37 | 986 | |
| Closing cash and cash equivalents | 32,496 | 30,155 |
The operating segments are as follows:
The activities are based in the same geographic areas and therefore in Europe, specifically in Italy, Poland, Germany, Russia and France, in America, i.e. in Mexico and in the United States, and in Asia, respectively in China, India and Japan.
Segment revenue is determined based on the geographic area to which the respective companies belong. Segment results are determined by taking into account all the costs that can be allocated directly to sales in a specific segment. Costs not allocated to the segments include all costs not directly attributable to the area, including manufacturing, sales, general, administrative costs, as well as financial income and charges and taxes.
Inter-segment revenue includes revenue between Group segments that are consolidated on a line-by-line basis in relation to sales made to other segments.
Assets, liabilities and investments are allocated directly on the basis of their classification in a specific geographic area.
The Euro is the functional and reporting currency for Elica and all consolidated companies, except for such foreign subsidiaries as Elica Group Polska Sp.zo.o, Elicamex S.A. de C.V., Leonardo Services S.A. de. C.V., Ariafina CO., LTD, Elica Inc., Elica PB India Private Ltd., Zhejiang Elica Putian Electric Co. Ltd. and Elica Trading LLC, which prepare their financial statements in the Polish Zloty (Elica Group Polska Sp.zo.o), the Mexican Peso (Elicamex S.A. de C.V. and Leonardo Services S.A. de C.V.), Japanese Yen, US Dollar, Indian Rupee, Chinese Renminbi and Russian Ruble respectively.
The exchange rates used for the translation to Euro of the financial statements of companies consolidated in a currency other than the consolidation currency, compared with those used in the previous periods, are shown in the table below:
| average 9M 2015 |
average 9M 2014 |
% | Sep 30, 15 | Dec 31, 14 | % | |
|---|---|---|---|---|---|---|
| USD | 1.11 | 1.35 | -18.1% | 1.12 | 1.21 | -7.4% |
| JPY | 134.78 | 139.49 | -3.4% | 134.69 | 145.23 | -7.3% |
| PLN | 4.16 | 4.18 | -0.4% | 4.24 | 4.27 | -0.7% |
| MXN | 17.37 | 17.77 | -2.3% | 18.98 | 17.87 | 6.2% |
| INR | 70.85 | 82.26 | -13.9% | 73.48 | 76.72 | -4.2% |
| CNY | 6.96 | 8.35 | -16.7% | 7.12 | 7.54 | -5.6% |
| RUB | 66.60 | 48.02 | 38.7% | 73.24 | 72.34 | 1.2% |
The Interim Report at September 30, 2015 was prepared in accordance with Article 154-ter, paragraph 5 of the Consolidated Finance Act ("CFA") introduced by Legislative Decree 195/2007 enacting EU Directive 109/2004 ("Transparency Directive").
The report was approved by the Board of Directors of Elica S.p.A. on November 12, 2015 and the board authorised its publication on the same date.
The accounting principles utilised for the preparation of the financial statements as at September 30, 2015 are the IAS/IFRS issued by the IASB and endorsed by the European Union at the date of the Report. IAS/IFRS refers to the International Accounting Standards (IAS), the International Financial Reporting Standards (IFRS) and all the interpretive documents issued by the IFRIC (formally the Standing Interpretations Committee). In their preparation, the same accounting principles were adopted as in the preparation of the Consolidated Financial Statements as at December 31, 2014.
The interim report was prepared on the basis of the historical cost principle, except for some financial instruments which are recognised at fair value. The financial statement accounts have been measured in accordance with the general criteria of prudence and accruals and on a going concern basis, and also take into consideration the economic function of the assets and liabilities.
The preparation of interim financial statements requires the use of estimates and assumptions based on the best evaluations of management. If in the future these estimates and assumptions should be different from the actual circumstances, they will obviously be modified appropriately in the period in which the circumstances change.
In particular, with reference to the determination of any loss in value of non-current assets, tests are generally made on a complete basis on the preparation of the annual accounts, when all the necessary information is available, except where there are specific indications of impairment which require an immediate valuation of any loss in value or when facts arise requiring an impairment test.
This interim report is presented in Euros and all the amounts are rounded to the nearest thousand, unless otherwise specified.
The financial statements utilised are the same as those used for the preparation of the consolidated financial statements at December 31, 2014. No new accounting principles with impact on the consolidated financial statements were adopted in the period. We report below the accounting standards, amendments and interpretations issued by the IASB and endorsed by the European Union adopted from January 1, 2015:
o IAS 24 Related party disclosures. A company which provides key management personnel is considered a related party.
Improvements to IFRS (2011-2013 cycle):
In the preparation of the Interim Report, the Group's management made judgements, estimates and assumptions which have an effect on the values of the assets and liabilities and disclosures. The actual results may differ from these estimates. The estimates and assumptions are revised periodically and the effects of any change are promptly reflected in the financial statements.
In this context it is reported that the situation caused by the current economic and financial crisis resulted in the need to make assumptions on a future outlook characterised by significant uncertainty, for which it cannot be excluded that results in the coming years will be different from such estimates and which therefore could require adjustment, currently not possible to estimate or forecast, which may even be significant, to the carrying amount of the relative items.
The account items principally concerned by uncertainty are: goodwill, the allowance for impairment and inventory obsolescence provision, non-current assets (property, plant and equipment and intangible assets), pension funds and other post-employment benefits, provisions for risks and charges and deferred tax assets and liabilities.
Reference is made to the previous year annual accounts and the notes to these financial statements for the details relating to the estimates stated above.
| In Euro thousands | 9M 2015 | 9M 2014 | Changes |
|---|---|---|---|
| Revenue | 308,339 | 293,079 | 15,260 |
| Total revenue | 308,339 | 293,079 | 15,260 |
For the comments relating to the changes in revenue, reference should be made to the paragraph "Operating review Q3 2015".
The following tables contain segment information as defined in the "Group structure and brief description of its activities" paragraph.
| INCOME STATEMENT |
Europe | America | Asia and the Rest of World |
Unallocated items and eliminations |
Consolidated | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| 9M 15 | 9M 14 | 9M 15 | 9M 14 | 9M 15 | 9M 14 | 9M 15 | 9M 14 | 9M 15 | 9M 14 | |
| Segment revenue: | ||||||||||
| Third parties | 226,264 | 217,280 | 48,515 | 41,897 | 33,560 | 33,902 | 308,339 | 293,079 | ||
| Inter-segment | 10,695 | 10,296 | 14 | 4 | 1,780 | 1,140 | (12,489) | (11,440) | - | - |
| Total revenue | 236,959 | 227,576 | 48,529 | 41,901 | 35,340 | 35,042 | (12,489) | (11,440) | 308,339 | 293,079 |
| Segment result: | 19,518 | 14,214 | 5,524 | 7,191 | 1,340 | 1,285 | 26,381 | 22,691 | ||
| Unallocated | ||||||||||
| overheads | (17,108) | (16,092) | ||||||||
| Operating profit | 9,273 | 6,599 | ||||||||
| Share of profit/(loss) | ||||||||||
| from associates | (7) | (13) | ||||||||
| Financial income | 118 | 209 | ||||||||
| Financial charges | (2,802) | (3,235) | ||||||||
| Write-downs AFS | ||||||||||
| financial assets | (100) | - | ||||||||
| Exchange rate | ||||||||||
| gains/(losses) | 936 | (1) | ||||||||
| Profit before taxes | 7,418 | 3,559 | ||||||||
| Income taxes | (3,675) | (1,608) | ||||||||
| Profit from continuing |
||||||||||
| operations | 3,743 | 1,951 | ||||||||
| Profit from | ||||||||||
| discontinued | ||||||||||
| operations | - | - | ||||||||
| Profit for the | ||||||||||
| period | 3,743 | 1,951 |
| STATEMENT OF FINANCIAL |
Europe | America | World | Asia and the Rest of | eliminations | Unallocated items and | Consolidated | |||
|---|---|---|---|---|---|---|---|---|---|---|
| POSITION | Sep 15 | Dec 14 | Sep 15 | Dec 14 | Sep 15 | Dec 14 | Sep 15 | Dec 14 | Sep 15 | Dec 14 |
| Assets: | ||||||||||
| Segment assets | 242,065 | 228,115 | 36,220 | 34,168 | 50,791 | 44,079 | (11,298) | (11,184) | 317,777 | 295,178 |
| Investments | 1,430 | 1,437 | 1,430 | 1,437 | ||||||
| Unallocated assets | 48,403 | 50,733 | 48,403 | 50,733 | ||||||
| Total operational | ||||||||||
| assets | 242,065 | 228,115 | 36,220 | 34,168 | 50,791 | 44,079 | 38,535 | 40,987 | 367,610 | 347,348 |
| Total assets of discount. operations |
- | - | - | - | - | - | ||||
| Total assets | 242,065 | 228,115 | 36,220 | 34,168 | 50,791 | 44,079 | 38,535 | 40,987 | 367,610 | 347,348 |
| Liabilities | ||||||||||
| Segment liabilities | (127,630) | (123,872) | (19,616) | (12,875) | (20,880) | (19,466) | 10,971 | 11,140 | (157,155) | (145,073) |
| Unallocated liabilities | (94,710) | (86,665) | (94,710) | (86,665) | ||||||
| Equity | (115,745) | (115,610) | (115,745) | (115,610) | ||||||
| Total operational | ||||||||||
| liabilities | (127,630) | (123,872) | (19,616) | (12,875) | (20,880) | (19,466) | (199,484) | (191,135) | (367,610) | (347,348) |
| Total liabilities of discontinued operations |
- | - | - | - | ||||||
| Total liabilities | (127,630) | (123,872) | (19,616) | (12,875) | (20,880) | (19,466) | (199,484) | (191,135) | (367,610) | (347,348) |
| In Euro thousands | 9M 2015 | 9M 2014 | Changes |
|---|---|---|---|
| Rental income | 2 | 2 | - |
| Grants related to income | 622 | 612 | 10 |
| Ordinary gains on disposal | 263 | 3,309 | (3,046) |
| Claims and insurance payouts | 591 | 215 | 376 |
| Other revenue and income | 827 | 433 | 394 |
| Total | 2,305 | 4,571 | (2,266) |
The account decreased by Euro 2,266 thousand. The decrease concerned the Ordinary Gains account, which in 2014 included the gain from the sale to third parties of the warehouse of Serra San Quirico (Ancona - Italy).
| In Euro thousands | 9M 2015 | 9M 2014 | Changes |
|---|---|---|---|
| Purchase of raw materials | (149,828) | (143,534) | (6,294) |
| Shipping expenses on purchases | (4,343) | (3,520) | (823) |
| Purchases of consumable materials | (3,021) | (2,134) | (887) |
| Packaging | (1,143) | (1,956) | 813 |
| Purchases of supplies | (473) | (518) | 45 |
| Purchases of semi-finished materials | (10,886) | (11,654) | 768 |
| Purchase of finished products | (4,241) | (4,573) | 332 |
| Other purchases | (812) | (553) | (259) |
| Change in inventory of raw materials, consumables and goods for re-sale | 3,893 | 4,194 | (301) |
| Raw materials and consumables | (170,854) | (164,248) | (6,606) |
| Changes in inventories of finished and semi-finished goods | 5,056 | 4,226 | 830 |
| Total | (165,798) | (160,022) | (5,776) |
The account increased in absolute terms by approx. Euro 5.8 million, although it decreased as a percentage of revenue from 54.6% to 53.8%.
| In Euro thousands | 9M 2015 | 9M 2014 | Changes |
|---|---|---|---|
| Outsourcing expenses | (18,968) | (15,224) | (3,744) |
| Transport | (6,857) | (6,485) | (372) |
| Finished goods inventories management | (3,445) | (3,986) | 541 |
| Consulting | (3,752) | (3,323) | (429) |
| Other professional services | (7,281) | (6,703) | (578) |
| Maintenance | (1,971) | (890) | (1,081) |
| Utilities | (3,505) | (3,510) | 5 |
| Commissions | (1,413) | (1,574) | 161 |
| Travel expenses | (2,296) | (2,036) | (260) |
| Advertising | (1,892) | (1,781) | (111) |
| Insurance | (868) | (836) | (32) |
| Directors & Statutory Auditor fees | (1,185) | (1,214) | 29 |
| Trade fairs and promotional events | (1,413) | (710) | (703) |
| Industrial services | (346) | (355) | 9 |
| Banking commissions and charges | (346) | (339) | (7) |
| Total Services | (55,538) | (48,966) | (6,572) |
The account increased in absolute terms by approx. Euro 6.6 million. This increase is principally due for Euro 3.7 million to Outsourcing expenses, for Euro 1 million to Maintenance, for Euro 0.4 million to Consulting, for Euro 0.6 million to Other professional services and for Euro 0.7 million to Trade Fairs and promotional events. As a percentage of revenue it increased from 16.7% to 18.0%.
Labour costs incurred by the Group were as follows:
Interim Report at September 30, 2015 - Elica Group
| In Euro thousands | 9M 2015 | 9M 2014 | Changes |
|---|---|---|---|
| Wages and salaries | (45,039) | (45,278) | 239 |
| Social security charges | (11,984) | (12,197) | 213 |
| Post-employment benefits | (1,789) | (2,160) | 371 |
| Other costs | (2,305) | (2,498) | 193 |
| Total labour costs | (61,117) | (62,133) | 1,016 |
The account reduced by approx. Euro 1 million. As a percentage of revenue these costs decreased from 21.2% in 2014 to 19.8% in 2015.
| In Euro thousands | 9M 2015 | 9M 2014 | Changes |
|---|---|---|---|
| Leasing and rental | (1,770) | (1,511) | (259) |
| Rental of vehicles and industrial equipment | (1,819) | (1,811) | (8) |
| Hardware, software and patents licences | (597) | (575) | (22) |
| Other taxes | (815) | (814) | (1) |
| Magazine and newspaper subscriptions | (17) | (18) | 1 |
| Various equipment | (263) | (234) | (28) |
| Catalogues and brochures | (277) | (226) | (51) |
| Losses and allowance for impairments | (1,182) | (1,497) | 315 |
| Provisions for risks and charges and other prior year charges and losses | (1,985) | (2,534) | 549 |
| Total other operating expenses and provisions | (8,725) | (9,220) | 495 |
The account reduced by approx. Euro 0.5 million. As a percentage of revenue these costs decreased from 3.1% in 2014 to 2.8% in 2015.
| In Euro thousands | 9M 2015 | 9M 2014 | Changes |
|---|---|---|---|
| Financial income | 118 | 209 | (91) |
| Financial charges | (2,802) | (3,235) | 433 |
| Exchange rate gains/(losses) | 936 | (1) | 937 |
| Total net financial charges | (1,748) | (3,027) | 1,279 |
Financial activities benefitted from exchange rate movements concerning the currencies utilised by the Group.
The breakdown of property, plant and equipment at September 30, 2015 and December 31, 2014 is detailed below.
| In Euro thousands | Sep 30, 15 | Dec 31, 14 | Changes |
|---|---|---|---|
| Land, land usage rights and buildings | 46,777 | 47,576 | (799) |
| Plant and machinery | 21,079 | 21,455 | (376) |
| Industrial and commercial equipment | 15,742 | 15,273 | 469 |
| Other assets | 3,608 | 3,387 | 221 |
| Assets in progress and advances | 1,733 | 323 | 1,410 |
| Total property, plant and equipment | 88,939 | 88,014 | 925 |
Property, plant and equipment increased from Euro 88,014 thousand at December 31, 2014 to Euro 88,939 thousand at September 30, 2015, an increase of Euro 925 thousand as a result of the sales, purchases and a depreciation charge of Euro 8,317 thousand.
| In Euro thousands | Sep 30, 15 | Dec 31, 14 | Changes |
|---|---|---|---|
| Goodwill recorded by subsidiaries | 45,647 | 44,911 | 736 |
| Total goodwill | 45,647 | 44,911 | 736 |
The account increased almost exclusively due to exchange rate movements. No operations in the period produced additional goodwill compared to December 2014.
The breakdown of the Other intangible assets at September 30, 2015 and December 31, 2014 is shown below.
| In Euro thousands | Sep 30, 15 | Dec 31, 14 | Changes |
|---|---|---|---|
| Development Costs | 6,905 | 8,184 | (1,279) |
| Industrial patents and intellectual property rights | 8,697 | 10,206 | (1,509) |
| Concessions, licenses, trademarks & similar rights | 1,554 | 1,557 | (3) |
| Assets in progress and payments on account | 6,714 | 2,851 | 3,863 |
| Other intangible assets | 3,220 | 3,862 | (642) |
| Total other intangible assets | 27,090 | 26,660 | 430 |
Other intangible assets increased from Euro 26,660 thousand at December 31, 2014 to Euro 27,090 thousand at September 30, 2015, with an increase of Euro 430 thousand as a result of the purchases, sales and an amortisation charge of Euro 4,638 thousand.
Assets in progress and advances refer in part to advances and the development of projects for the implementation of new IT platforms and the design, development and creation of new software applications, and also the development of new products.
The account Other intangible assets relates principally to both the technology developed and the client portfolio of the German subsidiary Exklusiv Hauben Gutmann GmbH.
Trade receivables and trade payables were as follows:
| In Euro thousands | Sep 30, 15 | Dec 31, 14 | Changes |
|---|---|---|---|
| Trade receivables | 71,087 | 63,456 | 7,631 |
| Trade payables | (102,086) | (88,238) | (13,848) |
| Total Trade receivables and payables | (30,999) | (24,782) | (6,217) |
Trade receivables are recorded net of the allowance for impairment, made following an analysis of the credit risk on receivables and on the basis of historical data on impairment losses, considering that a substantial portion of the receivables is insured by prime international insurance companies. Management considers that the value approximates the fair value of the receivables.
| In Euro thousands | Sep 30, 15 | Dec 31, 14 | Changes |
|---|---|---|---|
| Raw materials, ancillary and consumables | 26,483 | 23,685 | 2,798 |
| Work-in-progress and semi-finished goods | 14,426 | 12,994 | 1,432 |
| Finished products and goods | 25,240 | 20,925 | 4,315 |
| Advances | 17 | 5 | 12 |
| Total Inventories | 66,166 | 57,609 | 8,557 |
The account increased from Euro 57,609 thousand at December 31, 2014 to Euro 66,166 thousand at September 30, 2015.
Inventories are stated net of the obsolescence provisions in order to take into consideration the effect of waste, obsolete and slow moving items and the risk estimates of the non-existent value in use of some categories of raw materials and semi-finished goods based on assumptions made by management.
The details are shown below.
| In Euro thousands | Sep 30, 15 | Dec 31, 14 | Changes |
|---|---|---|---|
| Agents' termination benefits | 518 | 514 | 4 |
| Product warranty provisions | 1,485 | 1,550 | (65) |
| Legal, tax and other risks provision | 1,486 | 1,973 | (487) |
| Personnel provisions | 602 | 1,489 | (886) |
| LTIP provision | 3,036 | 2,875 | 161 |
| Other Provisions | 127 | 47 | 80 |
| Total | 7,254 | 8,447 | (1,193) |
| of which | |||
| Non-current | 2,131 | 5,441 | (3,310) |
| Current | 5,123 | 3,006 | 2,117 |
| Total Provisions for risks and charges | 7,254 | 8,447 | (1,193) |
Agents' termination benefits are intended to cover possible charges upon termination of relations with agents and sales representatives.
Product warranty provisions represent an estimate of the costs likely to be incurred to repair or replace items sold to customers. These provisions reflect the average warranty costs historically incurred by the Group as a percentage of sales still covered by warranty.
The legal, tax and other risks provision relates to likely costs and charges to be incurred as a result of ongoing legal and tax disputes. The provisions have been determined based on the best possible estimates, considering the available information. They include allocations required to comply with the waste disposal regulation.
Personnel provisions include the higher cost estimated by the Group for contractual indemnity and for employee bonuses.
The Long Term Incentive Plan provision refers to the accrued liability as at September 30, 2015, approved by the Board of Directors on November 14, 2013.
A summary of the non-recurring operations, considered significant, during the period and with their relative impact on the Equity and Profit for the period are shown below.
| Equity | Profit for the period | |||||
|---|---|---|---|---|---|---|
| In Euro thousands | Amount | % | Amount | % | ||
| Reported amount | 115,745 | 3,743 | ||||
| Restructuring charges Taxes concerning restructuring charges Taxes concerning tax assessments |
(1,236) 224 (330) |
-1% 0% 0% |
(1,236) 224 (330) |
-33% 6% -9% |
||
| Gross notional amount | 117,087 | 5,085 |
Restructuring charges and the relative tax impact relate principally to the reorganisation plan in place. The income taxes concerning the tax assessment were recognised by the Parent in settlement of the amount due.
The income statement and statement of financial position amounts deriving from the transactions carried out as per IAS 24 with related parties are in line with the past and reference should therefore be made to the Annual Report.
In accordance with IAS 24, compensation paid to Directors, Statutory Auditors and Key Management Personnel are included in transactions with related parties, and their amounts are in line with previous periods; reference should be made to the Annual Report in this regard.
Fabriano, November 12, 2015
The Chairman Francesco Casoli
The undersigned Giuseppe Perucchetti as Chief Executive Officer and Alberto Romagnoli, Corporate Financial Reporting Manager of Elica S.p.A., affirm, in accordance with Article 154 bis, paragraph 2, of the Consolidated Finance Act, that the accounting and corporate information in the present Interim Report at September 30, 2015 corresponds to the underlying accounting documents, records and accounting entries.
Fabriano, November 12, 2015
Chief Executive Officer Corporate Financial
Giuseppe Perucchetti
Reporting Manager
Alberto Romagnoli
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