Annual Report • Apr 6, 2023
Annual Report
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| (€/000) | 2022 | % | 2021 | % | 2022-2021 change |
% change |
|---|---|---|---|---|---|---|
| Sales revenue | 253,053 | 100% | 263,259 | 100% | (10,206) | -3.9% |
| EBITDA | 40,092 | 15.8% | 54,140 | 20.6% | (14,048) | -25.9% |
| EBIT | 21,887 | 8.6% | 37,508 | 14.2% | (15,621) | -41.6% |
| Pre-tax profit | 12,209 | 4.8% | 29,680 | 11.3% | (17,471) | -58.9% |
| Profit attributable to the Group | 15,249 | 6.0% | 23,903 | 9.1% | (9,434) | -38.2% |
| Basic earnings per share (€) | 1.355 | 2.132 | (0.778) | -36.47% | ||
| Diluted earnings per share (€) | 1.355 | 2.132 | (0.778) | -36.47% |
The Sabaf Group ended the 2022 financial year with sales revenue of €253.1 million, down 3.9% (-4.9% on a like-for-like basis) compared to €263.3 million in 2021, the company's historic record year. The household appliance market continued its positive trend in the first half of 2022, but then experienced a sharp downturn in the second half of the year, accentuated by a sharp decline in our customer inventories.
Sales prices in 2022 were 8.4% higher than in 2021, largely offsetting considerable increases in the purchase prices of the main raw materials (aluminium alloys, steel and brass), electricity and gas.
EBITDA was €40.1 million (15.8% of turnover), down 25.9% from €54.1 million in 2021 (20.6% of turnover), and EBIT was €21.9 million (8.6% of turnover) compared to €37.5 million in 2021. Net profit was €15.2 million (6% of sales) compared to €23.9 million in 2021.
| 2022 | % | 2021 | % | % change | |
|---|---|---|---|---|---|
| Gas parts | 158,340 | 62.6% | 182,468 | 69.3% | -13.2% |
| Hinges | 68,627 | 27.1% | 58,375 | 22.3% | +17.6% |
| Electronic components | 26,086 | 10.3% | 22,416 | 8.4% | +16.4% |
| Total | 253,053 | 100% | 263,259 | 100% | -3.9% |
The subdivision of sales revenues by product line is shown in the table below:
Hinges and Electronic Components also confirmed a growth trend in 2022, while sales of gas components were adversely affected by the downturn in the main target markets (Europe and South America).
The geographical breakdown of revenues is shown below:
| 2022 | % | 2021 | % | % change | |
|---|---|---|---|---|---|
| Europe (excluding Turkey) | 87,282 | 34.5% | 92,935 | 35.3% | -6.1% |
| Turkey | 66,845 | 26.4% | 65,526 | 24.9% | +2.0% |
| North America | 39,800 | 15.7% | 30,472 | 11.6% | +30.6% |
| South America | 28,503 | 11.3% | 39,589 | 15.0% | -28.0% |
| Africa and Middle East | 19,098 | 7.5% | 19,614 | 7.5% | -2.6% |
| Asia and Oceania | 11,525 | 4.6% | 15,123 | 5.7% | -23.8% |
| Total | 253,053 | 100% | 263,259 | 100% | -3.9% |
The best performing area was North America, up 30.6% to €39.8 million and where the Group aims to further increase its presence. The markets with the most significant declines were South America, although this was compared to an exceptionally strong 2021 (when sales were 43% higher than the 27.6 million euro in 2020), and Asia, which is still heavily affected by pandemic-related restrictions.
The impact of labour cost on sales decreased from 20.5% in 2021 to 19.7% in 2022.
The ratio of net financial expenses to turnover remained extremely low, while the application of IAS 29 to the financial statements of the Turkish subsidiaries resulted in a hyperinflationary expense of €9 million in the current year (for further details, please refer to the specific section "Hyperinflation – Turkey: application of IAS 29" in the Notes to the Consolidated Financial Statements at 31 December 2022).
During the year, the Group recognised in the income statement negative forex differences of €0.5 million (€7.4 million of negative forex differences were recognised in 2021). In 2022, the Group recognised positive income taxes of €3 million with a positive tax rate of 25%. The main impacts on the tax rate are shown in Note 34 to the consolidated financial statements.
| (€/000) | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Non-current assets | 171,276 | 130,093 |
| Short-term assets2 | 134,709 | 141,494 |
| Short-term liabilities3 | (55,329) | (72,863) |
| 4 Working capital |
79,380 | 68,631 |
| Provisions for risks and charges, Post-employment | (10,128) | (8,681) |
| benefits, deferred taxes | ||
| Net invested capital | 240,528 | 190,043 |
| Short-term net financial position | (6,030) | 18,897 |
| Medium/long-term net financial position | (78,336) | (86,504) |
| Net financial debt | (84,366) | (67,607) |
| Shareholders' equity | 156,162 | 122,436 |
The Group's statement of financial position, reclassified based on financial criteria, is illustrated below1:
Cash flows for the financial year are summarised in the table below:
| (€/000) | 2022 | 2021 |
|---|---|---|
| Opening liquidity | 43,649 | 13,318 |
| Operating cash flow Cash flow from investments |
24,293 (20,856) |
23,216 (23,752) |
| Free cash flow | 3,437 | (536) |
| Cash flow from financing activities Acquisitions Foreign exchange differences |
(16,886) (5,045) (4,232) |
41,233 (6,296) (4,070) |
| Cash flow for the period | (22,726) | 30,331 |
| Closing liquidity | 20,923 | 43,649 |
In 2022, the Group generated operating cash flow of €24.3 million (€23.2 million in 2021). At 31 December 2022, the impact of the net working capital on revenue was 31.4% compared to 26.1% at 31 December 2021.
In 2022, in line with the Business Plan, the Group invested €20.9 million (€23.8 million in 2021). This is mainly a non-recurring investment, aimed at expanding the international production footprint:
1 Net financial debt and liquidity shown in the tables below are defined in compliance with the net financial position detailed in Note 22 of the consolidated financial statements, as required by CONSOB memorandum of 28 July 2006
2 Sum of Inventories, Trade receivables, Tax receivables and Other current receivables
3 Sum of Trade payables, Tax payables and Other liabilities
4 Difference between short-term assets and short-term liabilities
The Group announced its entry into the induction cooking components market, a strategic initiative supported by a major research and development investment plan, for which a dedicated project team has been set up in Italy. The first prototypes were presented in the second half of 2022, while production will start no later than the first half of 2023.
On 3 October 2022, Sabaf S.p.A. completed the acquisition of 100% of P.G.A. S.r.l., a company based in Fabriano (AN) and operating for over 25 years in the field of design and assembly of electronic control boards for the household appliances sector, for an Enterprise Value of €9.76 million. The acquisition of P.G.A. reflects the objective of diversifying and broadening the offer set out in the Business Plan of the Group, in which the Electronics Division plays a fundamental role. P.G.A., which is excellent in terms of development capacity and at the forefront of quality production processes, integrates with Okida, which is increasingly contributing to the Group's results. Synergies to be developed include those for the production of induction cooking components.
In 2022, the positive free cash flow5 generated by the Sabaf Group was €3.4 million (negative €0.5 million in 2021).
During the financial year, the Group paid dividends for €6.7 million and purchased treasury shares for €1.9 million. At 31 December 2022, net financial debt, including the acquisition of P.G.A., was €84.4 million (€67.6 million at 31 December 2021). The change in net financial debt is summarised in the table below:
| Net financial debt at 31 December 2021 | (67,607) |
|---|---|
| Free cash flow | 3,437 |
| Dividends paid out | (6,690) |
| Buy-back of shares | (1,862) |
| Financial liabilities IFRS 16 - new contracts entered into in 2022 |
(437) |
| Change in fair value of derivative financial instruments | 1,111 |
| Change in the scope of consolidation | (7,941) |
| Foreign exchange differences and other changes | (4,377) |
| Net financial debt at 31 December 2022 | (84,366) |
At 31 December 2022, shareholders' equity amounted to €156.2 thousand; the ratio between the net financial debt and the shareholders' equity was 0.54 versus 0.55 in 2021.
5 Free cash flow is the difference between Cash Flows from operations and Net investments.
Economic and financial indicators
| 2022 | 2021 | |||
|---|---|---|---|---|
| pro-forma6 | pro-forma6 | |||
| Change in turnover | -3.9% | -4.9% | +42.4% | +42.3% |
| ROCE (return on capital employed) | 9.10% | 19.7% | ||
| Net debt/EBITDA | 2.10 | 1.25 | ||
| Net debt/equity ratio | 54% | 55% | ||
| Market capitalisation (31/12)/equity ratio | 1.23 | 2.26 |
Please refer to the introductory part of the Annual Report for a detailed examination of other key performance indicators.
The Sabaf Group has no significant direct exposure to the markets affected by the conflict or to sanctioned entities. These are markets supplied by our customers, who have generally reduced their business in the countries concerned in 2022, with an indirect impact on Sabaf Group sales that is difficult to quantify.
The conflict had a broad impact on the global economy, exacerbating price pressures and leading to a tightening of monetary policies, with obvious repercussions on the demand for consumer goods. For the Sabaf Group, the most significant impacts are related to price increases for steel, aluminium, natural gas and electricity, as described in the paragraph "Financial risks" below.
With regard to physical risks related to climate change, such as the increase in global temperatures, sea level and the increase in extreme weather events, the Group has not identified any significant risks to date.
On the other hand, transitional risks, such as the increase in energy costs, changes in consumer choices or those related to the introduction of new technologies, which the Group manages at a strategic level, are of significant impact and probability. In line with its energy transition plans, the Group launched a major investment plan to enter the market for electromagnetic induction cooking components, which will complement the other cooking technologies already in the Sabaf range: gas and traditional electric.
As part of its periodic risk assessment process, the Group identified and assessed the following main risks:
Risks deriving from the external context in which Sabaf operates, which could have a negative impact on the economic and financial sustainability of the business in the medium/long-term. The most significant risks in this category are related to general economic conditions, trend in demand and product competition.
6 The change in pro-forma turnover is calculated on a like-for-like basis
Strategic risks that could negatively impact Sabaf's medium-term performance, including, for example, risks related to low profitability of certain product lines, the risks arising from the mismatch between market needs and product innovation.
Risks of suffering losses due to inadequate or malfunctioning processes, human resources and information systems. This category includes financial risks (e.g. losses deriving from the volatility of the price of raw materials and from fluctuations in exchange rates), risks related to production processes (e.g. product liability, saturation level of production capacity), organisational risks (e.g. loss of key staff and expertise and/or the difficulty of replacing them) and Information Technology risks.
Risks related to Sabaf's contractual liabilities and compliance with the regulations applicable to the Group, including: Legislative Decree 231/2001, Law 262/2005, HSE regulations, regulations applicable to listed companies, tax regulations, labour regulations, international trade regulations and intellectual property regulations.
The main risks are described in detail below as well as the relevant risk management actions that are currently being implemented.
The Group's financial position, results and cash flows are affected by several factors related to the performance of the sector, including:
To cope with this situation, the Group aims to retain and reinforce its leadership position wherever possible through:
The Group is exposed to risks related to (political, economic, tax, regulatory) instability in some emerging countries where it produces or sells. Any embargoes or major political or economic instability, or changes in the regulatory and/or local law systems, or new tariffs or taxes imposed could negatively affect a portion of Group turnover and the related profitability.
Sabaf has taken the following measures to mitigate the above risk factors:
The presence of Sabaf in Turkey, the country that represents the main production hub of household appliances at European level, is of particular importance: over the years, local industry attracted heavy foreign investments and favoured the growth of important manufacturers. In this context, the Sabaf Group created a production plant in Turkey in 2012 that realises today 10% of total production. In 2018, the Group also acquired 100% of Okida Elektronik, a leader in Turkey in the design, manufacture and sale of electronic control boards for household appliances. In 2021, Sabaf opened a new plant in Turkey to increase production capacity for electronic components. Production of hinges for dishwashers for customers with production sites in Turkey was also started in 2022. In 2022, Turkey represented 20% of the Group's production and 26% of its total sales. The Turkish market is estimated to represent around 5% of the final destination of Sabaf components. In consideration of the strategic importance of this Country, the management assessed the risks that could arise from any difficulties/impossibilities of operating in Turkey and envisaged actions to mitigate this risk.
The Sabaf Group is mainly active in the production of gas cooking components (valves and burners); therefore, there is the risk of not correctly assessing the threats and opportunities deriving from the competition of alternative products (such as electric cooking), with the consequence of not adequately making use of any market opportunities and/or suffering from negative impacts on margins and turnover.
In recent years, the Group carried out strategic operations aimed at reducing the dependence of its business on the gas cooking sector, concluding significant acquisitions of companies operating in related sectors.
In 2022, the Group also announced its entry into the induction cooking components market. Sabaf will thus be present in all cooking technologies: gas, traditional electric and induction. Leveraging a total team of more than 50 electronic engineers, Sabaf developed
its own project know-how internally by filing proprietary patents, software and hardware, and aspires to create innovative products that better meet customers' needs and new consumer trends. The first prototypes were presented in the second half of 2022, while production will start no later than the first half of 2023.
The Sabaf Group is exposed to a series of financial risks, due to:
For more information on financial risks and the related management methods, see Note 38 of the consolidated financial statements as regards disclosure for the purposes of IFRS 7.
The most important research and development projects carried out in 2022 were as follows:
▪ five platforms offering over 90 different combinations of inductor, coil size and user interface are under development, with the aim of providing a modular and customisable product range based on each customer's specific requirements.
The improvement in production processes continued throughout the Group, also in order to minimise set-up times and make production more flexible. The Group also develops and manufactures its own machinery, equipment and moulds.
Development costs to the tune of €2,506,000 were capitalised, as all the conditions set by international accounting standards were met; in other cases, they were charged to the income statement.
Starting from 2017, the Sabaf Group publishes the consolidated disclosure of non-financial information required by Legislative Decree no. 254/2016 in a report separate from this Report on Operations. The disclosure of non-financial information provides all the information needed to ensure understanding of the Group's activities, performance, results and impact, with particular reference to environmental, social and personnel issues,
respect for human rights and the fight against active and passive corruption, which are relevant considering the Group's activities and characteristics.
The disclosure of non-financial information is included in the same file in which the Annual Financial Statement is published.
It should be noted that since 2005, the Sabaf Group has drawn up an Annual Report on its economic, social and environmental sustainability performance.
In 2022, the Sabaf Group suffered no on-the-job deaths or serious accidents that led to serious or very serious injuries to staff for which the Group was definitively held responsible, nor was it held responsible for occupational illnesses of employees or former employees, or causes of mobbing.
For all other information, please refer to the Disclosure of non-financial information.
In 2022 there was no:
For all other information, please refer to the Disclosure of non-financial information.
For a complete description of the corporate governance system of the Sabaf Group, see the report on corporate governance and on the ownership structure, available in the Investor Relations section of the company website.
The internal control system on financial reporting is described in detail in the report on corporate governance and on ownership structure.
With reference to the "conditions for listing shares of parent companies set up and regulated by the law of states not belonging to the European Union" pursuant to articles 36 and 39 of the Market Regulations, the Company and its subsidiaries have administrative and accounting systems that can provide the public with the accounting situations prepared for drafting the consolidated report of the companies that fall within the scope of this regulation and can regularly supply management and the auditors of the Parent Company with the data necessary for drafting the consolidated financial statements. The Sabaf Group has also set up an effective information flow to the independent auditor as well as continuous information on the composition of the corporate bodies of the subsidiaries, together with information on the offices held, and requires the systematic and centralised gathering as well as regular updates of the formal documents relating to the articles of association and granting of powers to corporate bodies. The conditions exist as required by article 36, letters a), b) and c) of the Market Regulations issued by CONSOB.
The Organisation, Management and Control Model, adopted pursuant to Legislative Decree 231/2001, is described in the report on company governance and on the ownership structure, which should be reviewed for reference.
Sabaf S.p.A. has an Organisational Model for the management and protection of personal data consistent with the provisions of European Regulation 2016/679 (General Data Protection Regulation - GDPR). Specific projects are implemented or are being implemented for all Group companies for which the GDPR is applicable.
For the comments on this item, please see Note 38 of the consolidated financial statements.
Sabaf Group companies did not execute any unusual or atypical transactions in 2022.
Sabaf S.p.A. is not subject to management and coordination by other companies. Sabaf S.p.A. exercises management and coordination activities over its Italian subsidiaries, Faringosi Hinges s.r.l., A.R.C. s.r.l., C.M.I. s.r.l., C.G.D. s.r.l., P.G.A. s.r.l. and PGA2.0 s.r.l.
The relationships between the Group companies, including those with the parent company, are regulated under market conditions, as well as the relationships with related parties, defined in accordance with the accounting standard IAS 24. The details of intragroup transactions and other related-party transactions are given in Note 39 of the consolidated financial statements and in Note 38 of the separate financial statements of Sabaf S.p.A.
The first weeks of 2023 show a gradually improving trend in sales and orders. The destocking that characterised the second half of 2022 is over now, although sales in the first half of the year will remain lower than the record levels of early 2022. The Group expects a recovery in profitability made possible by the recovery in production volumes, lower energy and raw material prices, measures to reduce energy consumption.
Product diversification and internationalisation initiatives continue as planned. These will help to improve the Group's economic performance and ensure sustainable growth in the medium and long term. Specifically:
▪ at the Ospitaletto plant, work is about to start on a photovoltaic system that, with an installed capacity of 2 MW, will cover a significant portion of the plant's energy requirements.
| (€/000) | 2022 | 2021 | Change | % change |
|---|---|---|---|---|
| Sales revenue | 119,090 | 144,034 | (24,944) | -17.3% |
| EBITDA | 8,518 | 23,078 | (14,560) | -63.1% |
| EBIT | 790 | 13,837 | (13,047) | -94.3% |
| Pre-tax profit (EBT) | 1,722 | 14,227 | (12,505) | -87.9% |
| Net Profit | 2,247 | 10,044 | (7,797) | -77.6% |
The reclassification based on financial criteria is illustrated below:
| (€/000) | 31/12/2022 | 31/12/2021 |
|---|---|---|
| 7 Non-current assets |
170,151 | 142,549 |
| Non-current financial assets | 10,972 | 10,708 |
| Short-term assets8 | 61,496 | 82,572 |
| Short-term liabilities9 | (30,296) | (46,453) |
| 10 Working capital |
31,200 | 36,119 |
| Provisions for risks and charges, Post-employment benefits, deferred taxes |
(2,664) | (2,954) |
| Net invested capital | 209,659 | 186,422 |
| Short-term net financial position | (22,298) | 10,502 |
| Medium/long-term net financial position | (76,336) | (82,515) |
| Total financial debt11 | (98,634) | (72,013) |
| Shareholders' equity | 111,025 | 114,409 |
7 Excluding Financial assets
8 Sum of Inventories, Trade receivables, Tax receivables and Other current receivables
9 Sum of Trade payables, Tax payables and Other liabilities
10 Difference between short-term assets and short-term liabilities
11 Determined in accordance with Consob Communication of 28 July 2006 (Note 23 of the separate financial statements)
Cash flows for the financial year are summarised in the table below:
| (€/000) | 2022 | 2021 |
|---|---|---|
| Opening liquidity | 29,733 | 1,595 |
| Operating cash flow | 14,096 | 17,187 |
| Cash flow from investments (net of divestments) | (33,836) | (28,407) |
| Free cash flow | (19,740) | (11,220) |
| Cash flow from financing activities | (7,389) | 39,358 |
| Cash flow for the period | (27,129) | 28,138 |
| Closing liquidity | 2,604 | 29,733 |
The financial year 2022 ended with a turnover 17.3% lower than in 2021, an extremely positive year for the Company, due to the progressive deterioration in demand in the main markets served by the Company.
The investments of the financial year were used:
At 31 December 2022, working capital stood at €31.2 million compared with €36.1 million at the end of the previous year: its percentage impact on turnover stood at 26.2% from 25.1% at the end of 2021.
The net financial debt was €98.6 million, compared with €72 million at 31 December 2021.
At the end of the year, shareholders' equity amounted to €111 million, compared with €114.4 million in 2021. The ratio between the net financial debt and the shareholders' equity was 89%; it was 63% at the end of 2021.
Pursuant to the CONSOB memorandum of 28 July 2006, a reconciliation statement of the result of the 2022 financial year and Group shareholders' equity at 31 December 2022 with the same values of the parent company Sabaf S.p.A. is given below:
| 31/12/2022 | 31/12/2021 | |||
|---|---|---|---|---|
| Profit for | Shareholde | Profit for | Shareholde | |
| Description | the year | rs' equity | the year | rs' equity |
| Profit and shareholders' equity of parent company Sabaf S.p.A. |
2,247 | 111,025 | 10,044 | 114,409 |
| Equity and consolidated company results | 19,541 | 132,974 | 15,008 | 96,538 |
| Derecognition of the carrying value of consolidated equity investments |
722 | (110,465) | 300 | (86,089) |
| Monetary revaluation - hyperinflation (IAS 29) | (6,077) | 25,729 | - | - |
| Put options on minorities | - | - | 438 | - |
| Intercompany eliminations | (1,176) | (3,013) | (1,250) | (2,414) |
| Other adjustments | (8) | (88) | 143 | (8) |
| Minority interests | - | - | (780) | (911) |
| Profit and shareholders' equity attributable to the Group |
15,249 | 156,162 | 23,903 | 121,525 |
As we thank our employees, the Board of Statutory Auditors, the independent auditors and the Supervisory Authorities for their effective collaboration, we ask the shareholders to approve the financial statements for the year ended 31 December 2022, with the proposal to allocate the profit for the year of €2,246,997 entirely to the Extraordinary Reserve.
SABAF S.p.A. Via dei Carpini, 1 – OSPITALETTO (BS) Italy Share capital €11,533,450 fully paid in www.sabafgroup.com
| Faringosi Hinges s.r.l. 100% Sabaf do Brasil Ltda. 100% Sabaf Beyaz Esya Parcalari Sanayi Ve Ticaret Limited Sirteki (Sabaf 100% Turkey) Sabaf Appliance Components (Kunshan) Co., Ltd. 100% Okida Elektronik Sanayi ve Tickaret A.S 100% Sabaf US Corp. 100% A.R.C. s.r.l. 100% Sabaf India Private Limited 100% Sabaf Mexico Appliance Components S.A. de c.v. 100% C.M.I. s.r.l. 100% C.G.D. s.r.l. 100% P.G.A. s.r.l. 100% PGA2.0 s.r.l. 100% |
Companies consolidated on a line-by-line basis | |
|---|---|---|
| Claudio Bulgarelli |
|---|
| Nicla Picchi |
| Pietro Iotti |
| Gianluca Beschi |
| Alessandro Potestà |
| Cinzia Saleri |
| Carlo Scarpa |
| Daniela Toscani |
| Stefania Triva |
(*) independent directors
| Chairman | Alessandra Tronconi |
|---|---|
| Statutory Auditor | Maria Alessandra Zunino de Pignier |
| Statutory Auditor | Mauro Vivenzi |
EY S.p.A.
| Notes | 31/12/2022 | 31/12/2021 | |
|---|---|---|---|
| (€/000) | |||
| ASSETS | |||
| NON-CURRENT ASSETS | |||
| Property, plant and equipment | 1 | 99,605 | 82,407 |
| Investment property | 2 | 983 | 2,311 |
| Intangible assets | 4 | 54,168 | 35,553 |
| Equity investments Non-current receivables |
5 6 |
97 2,752 |
83 1,100 |
| Deferred tax assets | 22 | 13,145 | 8,639 |
| Total non-current assets | 170,750 | 130,093 | |
| CURRENT ASSETS | |||
| Inventories | 7 | 64,426 | 64,153 |
| Trade receivables | 8 | 59,159 | 68,040 |
| Tax receivables | 9 | 8,214 | 6,165 |
| Other current receivables | 10 | 2,910 | 3,136 |
| Current financial assets | 11 | 2,497 | 1,172 |
| Cash and cash equivalents | 12 | 20,923 | 43,649 |
| Total current assets | 158,129 | 186,315 | |
| ASSETS HELD FOR SALE | 3 | 526 | 0 |
| TOTAL ASSETS | 329,405 | 316,408 | |
| SHAREHOLDERS' EQUITY AND LIABILITIES | |||
| SHAREHOLDERS' EQUITY | |||
| Share capital | 13 | 11,533 | 11,533 |
| Retained earnings, Other reserves | 14 | 129,380 | 86,089 |
| Profit for the year | 15,249 156,162 |
23,903 | |
| Total equity interest of the Group | - | 121,525 911 |
|
| Minority interests Total shareholders' equity |
156,162 | 122,436 | |
| NON-CURRENT LIABILITIES | |||
| Loans | 15 | 78,336 | 86,504 |
| Post-employment benefit and retirement provisions | 17 | 3,661 | 3,408 |
| Provisions for risks and charges | 18 | 639 | 1,334 |
| Deferred tax liabilities | 22 | 5,828 | 3,939 |
| Total non-current liabilities | 88,464 | 95,185 | |
| CURRENT LIABILITIES | |||
| Loans | 15 | 28,876 | 24,405 |
| Other financial liabilities | 16 | 574 | 1,519 |
| Trade payables | 19 | 39,628 | 54,837 |
| Tax payables | 20 | 2,545 | 4,951 |
| Other payables | 21 | 13,156 | 13,075 |
| Total current liabilities | 84,779 | 98,787 | |
| LIABILITIES HELD FOR SALE | 0 | 0 | |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 329,405 | 316,408 |
| Notes | 2022 | 2021 | |
|---|---|---|---|
| (€/000) | |||
| INCOME STATEMENT COMPONENTS | |||
| OPERATING REVENUE AND INCOME | |||
| Revenue | 24 | 253,053 | 263,259 |
| Other income | 25 | 10,188 | 8,661 |
| Total operating revenue and income | 263,241 | 271,920 | |
| OPERATING COSTS | |||
| Materials | 26 | (124,331) | (142,355) |
| Change in inventories | (513) | 29,922 | |
| Services | 27 | (50,180) | (52,377) |
| Personnel costs | 28 | (49,926) | (53,964) |
| Other operating costs | 29 | (1,631) | (1,531) |
| Costs for capitalised in-house work | 3,432 | 2,525 | |
| Total operating costs | (223,149) | (217,780) | |
| OPERATING PROFIT BEFORE DEPRECIATION AND | |||
| AMORTISATION, CAPITAL GAINS/LOSSES, AND | |||
| WRITE-DOWNS/WRITE-BACKS OF NON-CURRENT | 40,092 | 54,140 | |
| ASSETS | |||
| Depreciations and amortisation | 1, 2, 4 | (18,267) | (16,869) |
| Capital gains on disposals of non-current assets | 251 | 237 | |
| Value adjustments of non-current assets | (189) | - | |
| EBIT | 21,887 | 37,508 | |
| Financial income | 30 | 1,917 | 750 |
| Financial expenses | 31 | (2,009) | (1,179) |
| Net income/(expenses) from hyperinflation | 31 | (9,023) | - |
| Exchange rate gains and losses | 32 | (515) | (7,399) |
| Profits and losses from equity investments | 33 | (48) | - |
| PROFIT BEFORE TAXES | 12,209 | 29,680 | |
| Income taxes | 34 | 3,040 | (4,997) |
| PROFIT FOR THE YEAR of which: |
15,249 | 24,683 | |
| - | 780 | ||
| Minority interests PROFIT ATTRIBUTABLE TO THE GROUP |
15,249 | 23,903 | |
| EARNINGS PER SHARE (EPS) | 35 | ||
| Base (€) | 1.355 | 2.132 | |
| Diluted (€) | 1.355 | 2.132 |
| 2022 | 2021 | |
|---|---|---|
| (€/000) | ||
| PROFIT FOR THE YEAR | 15,249 | 24,683 |
| Total profits/losses that will not be subsequently | ||
| reclassified under profit (loss) for the year | ||
| Actuarial evaluation of post-employment benefit | 254 | 26 |
| Tax effect | (61) | (6) |
| 193 | 20 | |
| Total profits/losses that will be subsequently reclassified under profit (loss) for the year |
||
| Forex differences due to translation of financial statements in foreign currencies | (8,660) | (14,552) |
| Hedge accounting for derivative financial instruments | 151 | (398) |
| Total other profits/(losses) net of taxes for the year | (8,316) | (14,930) |
| TOTAL PROFIT | 6,933 | 9,753 |
| of which: | ||
| Net profit for the period attributable to minority interests | - | 780 |
| Total profits/losses that will be subsequently | ||
| reclassified under profit (loss) for the year | - | - |
| Total profit attributable to minority interests | 0 | 780 |
| TOTAL PROFIT ATTRIBUTABLE TO THE GROUP | 6,933 | 8,973 |
| Share | Post employment |
Total Group | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital |
premium | Legal reserve |
Treasury shares |
Translation reserve |
benefit | Other reserves |
Profit for the year |
shareholders' | Minority interests |
shareholders' | |
| (€/000) | reserve | discounting reserve |
equity | equity | |||||||
| Balance at 31 December 2020 | 11,533 | 10,002 | 2,307 | (4,341) | (31,503) | (541) | 111,580 | 13,961 | 112,998 | 4,809 | 117,807 |
| Allocation of 2020 profit | |||||||||||
| - carried forward |
7,789 | (7,789) | |||||||||
| - dividends |
(6,172) | (6,172) | (6,172) | ||||||||
| IFRS 2 measurement stock grant plan | 805 | 805 | 805 | ||||||||
| Treasury share transactions Change in the scope of consolidation |
438 | (438) 4,909 |
4,909 | (4,678) | 231 | ||||||
| Other changes | 12 | 12 | 12 | ||||||||
| Total profit at 31 December 2021 | (14,552) | 20 | (398) | 23,903 | 8,973 | 780 | 9,753 | ||||
| Balance at 31 December 2021 | 11,533 | 10,002 | 2,307 | (3,903) | (46,055) | (521) | 124,259 | 23,903 | 121,525 | 911 | 122,436 |
| Monetary revaluation - hyperinflation (IAS 29) |
11,402 | 11,402 | 11,402 | ||||||||
| Balance at 1 January 2022 restated | 11,533 | 10,002 | 2,307 | (3,903) | (46,055) | (521) | 135,661 | 23,903 | 132,927 | 911 | 133,838 |
| Allocation of 2021 profit | |||||||||||
| - carried forward |
17,145 | (17,145) | 0 | 0 | |||||||
| - dividends |
(6,758) | (6,758) | (6,758) | ||||||||
| IFRS 2 measurement stock grant plan | 1,134 | 1,134 | 1,134 | ||||||||
| Treasury share transactions | 682 | (875) | (193) | (193) | |||||||
| Change in the scope of consolidation | 784 | 784 | (911) | (127) | |||||||
| Monetary revaluation - hyperinflation (IAS 29) |
21,346 | 21,346 | 21,346 | ||||||||
| Other changes | (11) | (11) | (11) | ||||||||
| Total profit at 31 December 2022 | (8,660) | 193 | 151 | 15,249 | 6,933 | 6,933 | |||||
| Balance at 31 December 2022 | 11,533 | 10,002 | 2,307 | (3,221) | (54,715) | (328) | 175,335 | 15,249 | 156,162 | 0 | 156,162 |
Sabaf Group | Consolidated financial statements at 31 December 2022 22
| 2022 | 2021 | |
|---|---|---|
| Cash and cash equivalents at beginning of year | 43,649 | 13,318 |
| Profit for the year | 15,249 | 24,683 |
| Adjustments for: | ||
| - Depreciations and amortisation | 18,267 | 16,869 |
| - Write-downs of non-current assets | 189 | - |
| - Realised gains/losses | (251) | (237) |
| - Valuation of the stock grant plan | 1,134 | 805 |
| - Profits and losses from equity investments | 48 | - |
| Monetary revaluation IAS 29 | 6,077 | - |
| - Net financial income and expenses | (1,783) | 429 |
| - Income tax | (2,472) | 4,997 |
| Change in post-employment benefit | (197) | (85) |
| Change in risk provisions | (860) | (99) |
| Change in trade receivables | 10,312 | (4,604) |
| Change in inventories | 3,890 | (24,929) |
| Change in trade payables | (17,156) | 13,064 |
| Change in net working capital | (2,954) | (16,469) |
| Change in other receivables and payables, deferred taxes | 1,430 | (1,515) |
| Payment of taxes | (7,733) | (5,296) |
| Payment of financial expenses | (2,097) | (1,167) |
| Collection of financial income | 246 | 301 |
| Cash flows from operations | 24,293 | 23,216 |
| Investments in non-current assets | ||
| - intangible | (3,153) | (2,106) |
| - tangible | (19,152) | (22,803) |
| - financial | - | - |
| Disposal of non-current assets | 1,449 | 1,157 |
| Cash flow absorbed by investments | (20,856) | (23,752) |
| Free cash flow | 3,437 | (536) |
| Repayment of loans | (37,955) | (47,381) |
| Raising of loans | 29,236 | 94,726 |
| Short-term financial assets | 385 | 60 |
| Purchase/sale of treasury shares | (1,862) | - |
| Payment of dividends | (6,690) | (6,172) |
| Cash flow absorbed by financing activities | (16,886) | 41,233 |
| A.R.C. acquisition | - | (1,650) |
| C.M.I. acquisition | - | (4,743) |
| P.G.A. acquisition | (4,948) | - |
| ARC Handan consolidation/deconsolidation | (97) | 97 |
| Foreign exchange differences | (4,232) | (4,070) |
| Net cash flows for the year | (22,726) | 30,331 |
| Cash and cash equivalents at end of year (Note 12) | 20,923 | 43,649 |
The consolidated financial statements of the Sabaf Group for the 2022 financial year have been prepared in compliance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and endorsed by the European Union. Reference to IFRS also includes all current International Accounting Standards (IAS). They have been prepared in euro, the currency of the economies in which the Group mainly operates, rounding to the nearest thousand, and are compared with the previous year's consolidated financial statements prepared in accordance with the same standards, except for IAS 29, which has been applied from 2022 onwards to the financial statements of the Turkish subsidiaries (for further details, please refer to the specific paragraph Hyperinflation – Turkey: application of IAS 29). They consist of the statement of financial position, the income statement, the statement of changes in shareholders' equity, the statement of cash flows and these explanatory notes. The financial statements have been prepared on a historical cost basis except for some revaluations of property, plant and equipment undertaken in previous years, and are considered a going concern. The Group assessed that it is a going concern (as defined by paragraphs 25 and 26 of IAS 1 and by Article 2423 bis of the Italian Civil Code), also due to the strong competitive position, high profitability and solidity of the financial structure.
The Group has adopted the following formats:
Use of these formats permits the most meaningful representation of the Group's operating results, financial position and cash flows.
The scope of consolidation at 31 December 2022 comprises the parent company Sabaf S.p.A. and the following companies controlled by Sabaf S.p.A.:
Compared to the consolidated financial statements at 31 December 2021, Handan ARC Burners Co. Ltd. is no longer consolidated. The 51% stake, which was held indirectly through A.R.C. s.r.l., was sold to a third party during the first quarter of 2022. The plant, equipment and inventories of Handan ARC Burners Co. Ltd. were simultaneously acquired by Sabaf Appliance Components Kunshan Co., Ltd. (Sabaf China). This operation did not have a significant impact on the Group's shareholders' equity.
In October 2022, Sabaf S.p.A. completed the purchase of 100% of the share capital of P.G.A. S.r.l. (P.G.A.), a company based in Fabriano (AN) and operating for over 25 years in the field of design and assembly of electronic control boards for the household appliances sector. P.G.A. s.r.l. holds 100% of the share capital of PGA 2.0 s.r.l., a business unit dedicated to the design and prototyping of innovative solutions based on interconnection and the Internet of Things (IoT).
The companies in which Sabaf S.p.A. simultaneously possess the following three elements are considered subsidiaries: (a) power over the company; (b) exposure or rights to variable returns resulting from involvement therein; (c) ability to affect the size of these returns by exercising power. Subsidiaries are consolidated from the date on which control begins until the date on which control ceases.
The data used for consolidation have been taken from the income statements and statements of financial position prepared by the directors of the individual subsidiary companies. These figures have been appropriately amended and restated, when necessary, to align them with international accounting standards and with uniform groupwide classification criteria.
The criteria applied for consolidation are as follows:
d) the portion of shareholders' equity and net profit for the period pertaining to minority shareholders is posted in specific items of the balance sheet and income statement.
As at 3 October 2022, the P.G.A. Group12, which has been active for more than 25 years in the field of design and assembly of electronic control boards for the household appliances sector, was consolidated. The Report on Operations describes the purpose of the transaction and the expected synergies.
The allocation of the price paid for the acquisition of the P.G.A. Group on the net assets acquired (Purchase Price Allocation) was completed during 2022. Specifically, in accordance with IFRS 3 revised, the fair value of assets, liabilities and contingent liabilities was recognised at the acquisition date, the effects of which are shown in the table below:
| Original values at 03/10/2022 |
Purchase Price Allocation |
Fair value of assets and liabilities acquired |
|
|---|---|---|---|
| Assets | |||
| Property, plant and equipment and intangible assets |
3,808 | 4,541 | 8,349 |
| Inventories | 2,909 | (150) | 2,759 |
| Trade receivables | 1,433 | - | 1,433 |
| Other receivables | 773 | 848 | 1,621 |
| Cash and cash equivalents | 1,378 | - | 1,378 |
| Total Assets | 10,301 | 5,239 | 15,540 |
| Liabilities | |||
| Post-employment benefit provision | (643) | - | (643) |
| Provisions for risks and charges | - | (165) | (165) |
| Deferred tax liabilities | (18) | (1,290) | (1,308) |
| Financial payables | (2,350) | - | (2,350) |
| Trade payables | (1,964) | - | (1,964) |
| Other payables | (1,194) | (616) | (1,810) |
| Total liabilities | (6,169) | (2,071) | (8,240) |
| Value of net assets acquired (a) | 4,132 | 3,168 | 7,300 |
| Total cost of acquisition (b) | 8,427 | 8,427 | |
| Goodwill deriving from acquisition (c = b-a) | 4,295 | 1,127 | |
| Price adjustments (d) | 433 | ||
| Acquired cash and cash equivalents (e) | 1,378 | ||
| Sale of treasury shares in exchange (f) | 1,668 | ||
| Net cash outlay (b-d-e-f) | 4,948 |
Sabaf Group | Consolidated financial statements at 31 December 2022 26 12 Financial data at 31 December 2022 and economic results for the period for which the Group held control (3 October - 31 December 2022) were consolidated.
The acquisition price was determined based on an Enterprise Value of five times the average annual EBITDA over the three-year period 2020-2022, adjusted for the net financial position at the time of the transaction. The parties agreed that the payment of part of the price will be postponed and, in any case, payable by the first half-year of 2023.THERE is also a possible further price adjustment ("earn-out") linked to the achievement of certain targets.
As shown in the table, the Purchase Price Allocation, carried out with the support of independent experts, led to the identification and measurement of the fair values of the following acquired intangible assets:
The related tax effect was recognised on the fair value of the intangible assets identified above (recognition of deferred taxes of €1.305 million).
The Purchase Price Allocation also led to the recognition of provisions for risks and charges totalling €0.2 million (Note 18).
In the period for which the Group held control (3 October 2022 - 31 December 2022), the P.G.A. Group achieved sales revenue of €2.9 million and a net profit of €0.52 million.
Separate financial statements of each company belonging to the Group are prepared in the currency of the country in which that company operates (functional currency). For the purposes of the consolidated financial statements, the financial statement of each foreign entity is expressed in euro, which is the Group's functional currency and the reporting currency for the consolidated financial statements.
Balance sheet items in accounts expressed in currencies other than euro are converted by applying current end-of-year exchange rates.
Income statement items are converted at average exchange rates for the year, with the exception of the financial statements of companies operating in hyperinflationary economies whose income statements are converted by applying the end-of-year exchange rate as required by IAS 21 paragraph 42.b.
Foreign exchange differences arising from the comparison between opening shareholders' equity converted at current exchange rates and at historical exchange rates, together with the difference between the net result expressed at average and current exchange rates, are allocated to "Other Reserves" in shareholders' equity.
The exchange rates used for conversion into euro of the financial statements of the foreign subsidiaries, prepared in local currency, are shown in the following table:
| Description of currency |
Exchange rate in effect at 31/12/2022 |
Average exchange rate 2022 |
Exchange rate in effect at 31/12/2021 |
Average exchange rate 2021 |
|---|---|---|---|---|
| Brazilian real | 5.6386 | 5.4399 | 6.3101 | 6.3778 |
| Turkish lira | 19.9649 | n/a | 15.233 | 10.510 |
| Chinese renminbi |
7.3582 | 7.0788 | 7.1947 | 7.6271 |
| US Dollar | 1.0666 | 1.05305 | 1.1326 | 1.18275 |
| Polish Zloty | n/a | n/a | 4.5969 | 4.5651 |
| Indian Rupee | 88.1710 | 82.6864 | 84.229 | 87.439 |
| Mexican peso | 20.8560 | 21.1869 | 23.143 | 23.985 |
The Group's operating segments in accordance with IFRS 8 - Operating Segment are identified in the business segments that generate revenue and costs, whose results are periodically reassessed by top management in order to assess performance and decisions regarding resource allocation. The Group operating segments are the following:
The accounting standards and policies applied for the preparation of the consolidated financial statements at 31 December 2022, unchanged versus the previous year, are shown below:
These are recognised at purchase or manufacturing cost. The cost includes directly chargeable ancillary costs. These costs also include revaluations undertaken in the past based on monetary revaluation rules or pursuant to company mergers. Depreciation is calculated according to rates deemed appropriate to spread the carrying value of tangible assets over their useful working life. Estimated useful working life in years, unchanged compared to previous financial years, is as follows:
| Buildings | 33 |
|---|---|
| Light constructions | 10 |
| General plant | 10 |
| Specific plant and machinery | 6 – 10 |
| Equipment | 4 – 10 |
| Furniture | 8 |
| Electronic equipment | 5 |
| Vehicles and other transport means | 4 – 5 |
Ordinary maintenance costs are expensed in the year in which they are incurred; costs that increase the asset value or useful working life are capitalised and depreciated according to the residual possibility of utilisation of the assets to which they refer. Land is not depreciated.
The Group assesses at the time of signing an agreement whether it is, or contains, a lease, or if the contract gives the right to control the use of an identified asset for a period of time in exchange for a consideration.
The Group adopts a single recognition and measurement model for all leases according to which the assets acquired relating to the right of use are shown under assets at purchase value less depreciation, any impairment losses and adjusted for any re-measurement of lease liabilities.
Assets are depreciated on a straight-line basis from the starting date of the agreement until the end of the useful life of the asset or the end of the lease agreement, whichever comes first. Set against recognition of such assets, the amounts payable to the lessor, are posted among short- and medium-/long-term payables, by measuring them at the present value of the lease payments not yet made. Moreover, financial charges pertaining to the period are charged to the income statement.
The Group applied IFRS 16 from 1 January 2019 by using the amended retrospective approach.
When evaluating the lease liabilities, the Group discounted the payments due for the lease using the incremental borrowing rate, the weighted average of which was 3.29% on 31 December 2022 and 3.86% on 31 December 2021. The rate was defined taking also
account of the currency in which the lease agreements are denominated and the country in which the leased asset is located.
The lease term is calculated based on the non-cancellable period of the lease, including the periods covered by the option to extend or to terminate the lease if it is reasonably certain that those options will be exercised or not exercised, taking account of all relevant factors that create an economic incentive relating to those decisions.
The Group classifies non-current assets as held for sale if their carrying value will be recovered mainly through a sale transaction, rather than through continuing use. These non-current assets classified as held for sale are measured at the lower of their carrying value and their fair value less costs to sell. Selling costs are the additional costs directly attributable to the sale, excluding financial expenses and taxes.
The condition for classification as held for sale is only met when the sale is highly probable and the asset is available for immediate sale in its present condition. The actions required to complete the sale should indicate that significant changes to the sale are unlikely or that the sale will be cancelled. Management must be committed to the sale, which should be completed within one year from the date of classification.
Depreciation of property, plant and equipment and amortisation of intangible assets stops when they are classified as available for sale.
Assets and liabilities classified as held for sale are presented separately among the items in the financial statements.
Goodwill is the difference between the purchase price and fair value of investee companies' identifiable assets and liabilities on the date of acquisition.
As regards acquisitions completed prior to the date of IFRS adoption, the Sabaf Group has used the option provided by IFRS 1 to refrain from applying IFRS 3 – concerning business combinations – to acquisitions that took place prior to the transition date.
Consequently, goodwill arising in relation to past acquisitions has not been recalculated and has been posted in accordance with Italian GAAPs, net of amortisation reported up to 31 December 2003 and any losses caused by a permanent value impairment.
After the transition date, goodwill – as an intangible asset with an indefinite useful life – is not amortised but subjected annually to impairment testing to check for value loss, or more frequently if there are signs that the asset may have suffered impairment (impairment test).
An associated company is a company on which the Group exercises significant influence. Significant influence is the power to participate in determining the financial and operational policies of the associated company without having control or joint control over it. A joint venture is a joint control agreement in which the parties holding the joint control have rights on the net assets of the agreement.
The Group's equity investment in associates and joint ventures is measured using the equity method: the equity investment is initially entered at cost, subsequently, the carrying
value of the equity investment is increased or decreased to reflect the investor's share of the investee's profits and losses realised after the acquisition date.
Goodwill pertaining to the associated company or joint venture is included at the carrying value of the equity investment and is not subject to individual assessment of impairment).
As established by IAS 38, other intangible assets acquired or internally produced are recognised as assets when it is probable that use of the asset will generate future economic benefits and when asset cost can be measured reliably. If it is considered that these future economic benefits will not be generated, the development costs are written down in the year in which this is ascertained.
Such assets are measured at purchase or production cost and - if the assets concerned have a finite useful life - are amortised on a straight-line basis over their finite useful life. Estimated useful working life in years, unchanged compared to previous financial years, is as follows:
| Customer relationship | 15 |
|---|---|
| Brand | 15 |
| Patents | 9 |
| Know-how | 7 |
| Development costs | 10 |
| Software | 3 - 5 |
At each end of reporting period, the Group reviews the carrying value of its tangible and intangible assets to determine whether there are signs of impairment losses of these assets. If there is any such indication, the recoverable amount of said assets is estimated so as to determine the total of the write-down. If it is not possible to estimate recoverable amount individually, the Group estimates the recoverable amount of the cash generating unit (CGU) to which the asset belongs.
In particular, the recoverable amount of the cash generating units (which generally coincide with the legal entity to which the capitalised assets refer) is verified by determining the value of use. The recoverable amount is the higher of the net selling price and value of use. In measuring the value of use, future cash flows net of taxes, estimated based on past experience, are discounted to their present value using a pre-tax rate that reflects current market valuations of the present cost of money and specific asset risk. The main assumptions used for calculating the value of use concern the discount rate, growth rate, expected changes in selling prices and cost trends during the period used for the calculation. The growth rates adopted are based on future market expectations in the relevant sector. Changes in the sales prices are based on past experience and on the expected future changes in the market. The Group prepares operating cash flow forecasts based on the most recent budgets approved by the Board of Directors of the consolidated companies, draws up the forecasts for the coming years and determines the terminal value (current value of perpetual income), which expresses the medium- and long-term operating flows in the specific sector.
If the recoverable amount of an asset (or CGU) is estimated to be lower than its carrying value, the asset's carrying value is reduced to the lower recoverable amount, recognising impairment in the income statement.
When there is no longer any reason for a write-down to be maintained, the carrying value
of the asset (or of the cash-generating unit) - with the exception of goodwill - is increased to the new value resulting from the estimate of its recoverable amount, but not beyond the net carrying value that the asset would have had if it had not been written down for impairment. Reversal of impairment loss is recognised in the income statement.
As allowed by IAS 40, non-operating buildings and constructions are assessed at cost net of depreciation and losses due to cumulative impairment. The depreciation criterion applied is the asset's estimated useful life, which is considered to be 33 years. If the recoverable amount of the investment property – determined based on the market value of the properties – is estimated to be lower than its carrying value, the asset's carrying value is reduced to the lower recoverable amount, recognising impairment in the income statement.
When there is no longer any reason for a write-down to be maintained, the carrying value of the asset (or cash generating unit) is increased to the new value stemming from the estimate of its recoverable amount – but not beyond the net carrying value that the asset would have had if it had not been written down for impairment. Reversal of impairment loss is recognised in the income statement.
Equity investments in companies other than subsidiaries, associates and joint ventures are classified as financial assets measured at fair value, which normally corresponds to the transaction price including directly attributable transaction costs. Subsequent changes in fair value are recognised through profit or loss (FVPL) or, if the option is exercised in accordance with the standard, in Other comprehensive income (FVOCI) under the heading "Instrument reserve at FVOCI". Non-current receivables are stated at their presumed realisable value.
Inventories are measured at the lower of purchase or production cost – determined using the weighted average cost method – and the corresponding fair value represented by the replacement cost for purchased materials and by the presumed realisable value for finished and semi-processed products – calculated taking into account any manufacturing costs and direct selling costs yet to be incurred. Inventory cost includes accessory costs and the portion of direct and indirect manufacturing costs that can reasonably be assigned to inventory items. Inventories subject to obsolescence and low turnover are written down in relation to their possibility of use or realisation. Inventory write-downs are derecognised in subsequent years if the reasons for such write-downs cease to exist.
Upon initial recognition, financial assets are classified, as the case may be, on the basis of subsequent measurement methods, i.e. at amortised cost, at fair value recognised in other comprehensive income (OCI) and at fair value through profit or loss.
The classification of financial assets at initial recognition depends on the characteristics of the contractual cash flows of the financial assets and on the business model that the Group uses to manage them.
Trade receivables that do not contain a significant financing component are valued at the transaction price determined in accordance with IFRS 15. See the "Revenue from Contracts with Customers" paragraph.
Other financial assets are recognised at fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs.
For a financial asset to be classified and measured at amortised cost or at fair value recognised in OCI, it must generate cash flows that depend solely on the principal and interest on the amount of principal to be repaid (known as "solely payments of principal and interest (SPPI)"). This measurement is referred to as the SPPI test and is carried out at the instrument level.
The measurement of financial liabilities depends on their classification, as described below.
This category is the most important for the Group. The Group measures the financial assets at amortised cost if both of the following requirements are met:
Financial assets at amortised cost are subsequently measured using the effective interest method and are subject to impairment. Gains and losses are recognised in the income statement when the asset is derecognised, modified or revalued.
Financial assets at amortised cost of the Group include trade receivables.
This category includes all assets held for trading, assets designated at initial recognition as financial assets measured at fair value with changes recognised in the income statement, or financial assets that must be measured at fair value. Assets held for trading are all those assets acquired for sale or repurchase in the short term. Derivatives, separated or otherwise, are classified as financial instruments held for trading, unless they are designated as effective hedging instruments. Financial assets with cash flows that are not represented solely by principal and interest payments are classified and measured at fair value through profit or loss, regardless of the business model. Financial instruments at fair value with changes recognised in the income statement are recognised in the statement of financial position at fair value and net changes in fair value are recognised in the income statement.
This category includes derivative instruments.
The Group does not hold financial assets at fair value recognised in other comprehensive income with reclassification of cumulative gains and losses or financial assets recognised in other comprehensive income without reversal of cumulative gains and losses upon derecognition.
A financial asset (or, if applicable, part of a financial asset or part of a group of similar financial assets) is firstly written off (e.g. removed from the statement of financial position of the Group) when:
If the Group has transferred the rights to receive cash flows from an asset or has signed an agreement on the basis of which it retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more beneficiaries (pass-through), it considers whether or to what extent it has retained the risks and benefits concerning the ownership. If it has not substantially transferred or retained all the risks and benefits or has not lost control over it, the asset continued to be recognised in the financial statements of the Group to the extent of its residual involvement in the asset itself. In this case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured in such a way as to reflect the rights and obligations that pertain to the Group. When the residual involvement of the entity is a guarantee in the transferred asset, the involvement is measured based on the amount of the asset or the maximum amount of the consideration received that the entity could be obliged to pay, whichever lower.
Provisions for risks and charges are provisioned to cover losses and debts, the existence of which is certain or probable, but whose amount or date of occurrence cannot be determined at the end of the year. Provisions are stated in the statement of financial position only when a legal or implicit obligation exists that determines the use of resources with an impact on profit and loss to meet that obligation and the amount can be reliably estimated. If the effect is significant, the provisions are calculated by updating future cash flows estimated at a rate including taxes such as to reflect current market valuations of the current value of the cash and specific risks associated with the liability.
The post-employment benefit is provisioned to cover the entire liability accruing vis-à-vis employees in compliance with current legislation and with national and supplementary company collective labour contracts. This liability is subject to revaluation via application of indices fixed by current regulations. Up to 31 December 2006, post-employment benefits were considered defined-benefit plans and accounted for in compliance with IAS 19, using the projected unit-credit method. The regulations of this fund were amended by Italian Law no. 296 of 27 December 2006 and subsequent Decrees and Regulations issued during the first months of 2007. In the light of these changes, and, in particular, for companies with at least 50 employees, post-employment benefits must now be considered a defined-benefit plan only for the portions accruing before 1 January 2007 (and not yet paid as at the end of the reporting period). Conversely, portions accruing after that date
are treated as defined-contribution plans. Actuarial gains or losses are recognised immediately under "Other total profits/(losses)".
All financial liabilities are initially recognised at fair value, in addition to directly attributable transaction costs in case of mortgages, loans and payables.
The Company's financial liabilities include trade payables and other payables, mortgages and loans, including current account overdrafts and derivative financial instruments.
The measurement of financial liabilities depends on their classification, as described below.
Financial liabilities at fair value with changes recognised in the income statement include liabilities held for trading and financial liabilities initially recognised at fair value, with changes recognised in the income statement. Liabilities held for trading are those liabilities acquired in order to discharge or transfer them in the short term. This category also includes derivative financial instruments subscribed by the Company and not designated as hedging instruments in a hedging relationship pursuant to IFRS 9. Embedded derivatives, separated from the main contract, are classified as financial instruments held for trading, unless they are designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognised in the income statement. Financial liabilities are designated at fair value with changes recognised in the income statement from the date of initial recognition, only if the criteria of IFRS 9 are met.
This is the most important category for the Company and includes interest-bearing payables and loans. After initial statement, loans are valued using the amortised cost approach, applying the effective interest rate method. Gains and losses are recognised in the income statement when the liability is discharged, as well as through the amortisation process. Amortised cost is calculated by recognising the discount or premium on the acquisition and the fees or costs that are an integral part of the effective interest rate. Amortisation at the effective interest rate is included in financial expenses in the income statement.
A financial liability is derecognised when the obligation underlying the liability is discharged, cancelled or fulfilled. If an existing financial liability is replaced by another from the same lender, at substantially different conditions, or if the conditions of an existing liability are substantially changed, this replacement or change is treated as a derecognition of the original liability accompanied by the recognition of a new liability, with any differences between the carrying values recognised in the income statement.
Receivables and payables originally expressed in foreign currencies are converted into euro at the exchange rates in force on the date of the transactions originating them. Forex differences realised upon collection of receivables and payment of payables in foreign
currency are posted in the income statement. Income and costs relating to foreigncurrency transactions are converted at the rate in force on the transaction date.
At year-end, assets and liabilities expressed in foreign currencies, with the exception of non-current items, are posted at the spot exchange rate in force at the end of the reporting period and related foreign exchange gains and losses are posted in the income statement. If conversion generates a net gain, this value constitutes a non-distributable reserve until it is effectively realised.
The Group's business is exposed to financial risks relating to changes in exchange rates, commodity prices and interest rates. The company uses derivative instruments (mainly forward contracts on currencies and commodity options) to hedge risks stemming from changes in foreign currencies relating to irrevocable commitments or to planned future transactions.
Derivatives are initially recognised at cost and are then adjusted to fair value on subsequent closing dates.
Changes in the fair value of derivatives designated and recognised as effective for hedging future cash flows relating to the Group's contractual commitments and planned transactions are recognised directly in shareholders' equity, while the ineffective portion is immediately posted in the income statement. If the contractual commitments or planned transactions materialise in the recognition of assets or liabilities, when such assets or liabilities are recognised, the gains or losses on the derivative that were directly recognised in equity are factored back into the initial valuation of the cost of acquisition or carrying value of the asset or liability. For cash flow hedges that do not lead to recognition of assets or liabilities, the amounts that were directly recognised in equity are included in the income statement in the same period when the contractual commitment or planned transaction hedged impacts profit and loss – for example, when a planned sale actually takes place.
For effective hedges of exposure to changes in fair value, the item hedged is adjusted for the changes in fair value attributable to the risk hedged and recognised in the income statement. Gains and losses stemming from the derivative's valuation are also posted in the income statement.
Changes in the fair value of derivatives not designated as hedging instruments are recognised in the income statement in the period when they occur.
Hedge accounting is discontinued when the hedging instrument expires, is sold or is exercised, or when it no longer qualifies as a hedge. At this time, the cumulative gains or losses of the hedging instrument recognised in equity are kept in the latter until the planned transaction actually takes place. If the transaction hedged is not expected to take place, cumulative gains or losses recognised directly in equity are transferred to the year's income statement.
Embedded derivatives included in other financial instruments or contracts are treated as separate derivatives when their risks and characteristics are not strictly related to those of their host contracts and the latter are not measured at fair value with posting of related gains and losses in the income statement.
The Group is engaged in the supply of components for household appliances (mainly gas parts, such as valves and burners, hinges and electronic components).
Revenue from contracts with customers is recognised when control of the goods is transferred to the customer for an amount that reflects the consideration that the Group expects to receive in exchange for the goods. The control of the goods passes to the customer according to the terms of return defined with the customer. The usual extended payment terms range from 30 to 120 days from shipment; the Group believes that the price does not include significant financing components.
The guarantees provided for in the contracts with customers are of a general nature and not extended and are accounted for in accordance with IAS 37.
Finance income includes interest receivable on funds invested and income from financial instruments, when not offset as part of hedging transactions. Interest income is recognised in the income statement at the time of vesting, taking effective output into consideration.
Financial expenses include interest payable on financial debt calculated using the effective interest method and bank expenses. All the other financial expenses are recognised as costs for the year in which they are incurred.
Income taxes include all taxes calculated on the Group's taxable income. Income taxes are directly recognised in the income statement, with the exception of those concerning items directly debited or credited to shareholders' equity, in which case the tax effect is recognised directly in shareholders' equity. Other taxes not relating to income, such as property taxes, are included among operating expenses. Deferred taxes are provisioned in accordance with the global liability provisioning method. They are calculated on all temporary differences emerging between the taxable base of an asset and liability and its carrying value in the consolidated financial statements, with the exception of goodwill that is not tax-deductible and of differences stemming from investments in subsidiaries for which cancellation is not envisaged in the foreseeable future. Deferred tax assets on unused tax losses and tax credits carried forward are recognised to the extent that it is probable that future taxable income will be available against which they can be recovered. Current and deferred tax assets and liabilities are offset when income taxes are levied by the same tax authority and when there is a legal right to settle on a net basis. Deferred tax assets and liabilities are measured using the tax rates that are expected to be applicable, according to the respective regulations of the countries where the Group operates, in the years when temporary differences will be realised or settled.
Dividends are posted on an accrual basis when the right to receive them materialises, i.e. when shareholders approve dividend distribution.
Treasury shares are booked as a reduction of shareholders' equity. The carrying value of treasury shares and revenues from any subsequent sales are recognised in the form of changes in shareholders' equity.
Some Group employees receive part of the remuneration in the form of share-based payments, therefore employees provide services in exchange for shares ("equity-settled transactions"). The cost of equity-settled transactions is determined by the fair value at the date on which the assignment is made using an appropriate measurement method, as explained in more detail in Note 40.
This cost, together with the corresponding increase in shareholders' equity, is recognised under personnel costs (Note 28) over the period in which the conditions relating to the achievement of objectives and/or the provision of the service are met. The cumulative costs recognised for such transactions at the end of each reporting period up to the vesting date are commensurate with the expiry of the vesting period and the best estimate of the number of equity instruments that will actually vest.
Service or performance conditions are not taken into account when defining the fair value of the plan at the assignment date. However, the probability of these conditions being met is taken into account when defining the best estimate of the number of equity instruments that will vest. Market conditions are reflected in the fair value at the assignment date. Any other condition related to the plan that does not involve a service obligation is not considered to be a vesting condition. Non-vesting conditions are reflected in the fair value of the plan and result in the immediate recognition of the cost of the plan, unless there are also service or performance conditions.
No cost is recognised for rights that do not vest in that the performance and/or service conditions are not met. When the rights include a market condition or a non-vesting condition, these are treated as if they had vested regardless of whether the market conditions or other non-vesting conditions to which they are subject are met or not, it being understood that all other performance and/or service conditions must be met.
If the conditions of the plan are changed, the minimum cost to be recognised is the fair value at the assignment date in the absence of the change in the plan itself, on the assumption that the original conditions of the plan are met. Moreover, a cost is recognised for each change that results in an increase in total fair value of the payment plan, or that is in any case favourable for employees; this cost is measured with reference to the date of change. When a plan is cancelled, any remaining element of the plan's fair value is immediately expensed to the income statement.
Basic EPS is calculated by dividing the profit or loss attributable to the direct parent company's shareholders by the weighted average number of ordinary shares outstanding during the year. Diluted EPS is calculated by dividing the profit or loss attributable to the direct parent company's shareholders by the weighted average number of shares outstanding, adjusted to take into account the effects of all potential ordinary shares with a dilutive effect.
Preparation of the financial statements and notes in accordance with IFRS requires management to make estimates and assumptions that affect the carrying values of assets and liabilities and the disclosures on contingent assets and liabilities as of the end of the reporting period. Actual results might differ from these estimates. Estimates are used to measure tangible and intangible assets subject to impairment testing, as described earlier, as well as to measure provisions for bad debts, for inventory obsolescence, depreciation
and amortisation, asset write-downs, employee benefits, taxes, and other provisions. Specifically:
The procedure for determining impairment losses of tangible and intangible assets described in "Impairment" implies – in estimating the value of use – the use of the Business Plans of investees, which are based on a series of assumptions relating to future events and actions of the investees' management bodies, which may not necessarily come about. In estimating market value, however, assumptions are made on the expected trend in trading between third parties based on historical trends, which may not actually be repeated.
Receivables are adjusted by the related bad debt provision to take into account their recoverable amount. To determine the size of the write-downs, management must make subjective assessments based on the documentation and information available regarding, among other things, the customer's solvency, as well as experience and historical payment trends.
Inventories subject to obsolescence and slow turnover are systematically measured and written down if their recoverable value is less than their carrying value. Write-downs are calculated based on management assumptions and estimates, resulting from experience and historical results.
If the expected sale value is less than the purchase or production cost, inventories of finished goods are written down to market value, estimated on the basis of current selling prices.
The current value of liabilities for employee benefits depends on a series of factors determined using actuarial techniques based on certain assumptions. Assumptions concern the discount rate, estimates of future salary increases, and mortality and resignation rates. Any change in the above-mentioned assumptions might have significant effects on liabilities for pension benefits.
Estimating the fair value of share-based payments requires the determination of the most appropriate valuation model, which depends on the terms and conditions under which these instruments are granted. This also requires the identification of data to feed into the valuation model, including assumptions about the exercise period of the options, volatility and dividend yield. The Group uses a binomial model for the initial measurement of the fair value of share-based payments with employees.
The Group is subject to different bodies of tax legislation on income. Determining liabilities for Group taxes requires the use of management valuations in relation to transactions whose tax implications are not certain at the end of the reporting period. Furthermore, the valuation of deferred taxes is based on income expectations for future years; the valuation
of expected income depends on factors that might change over time and have a significant effect on the valuation of deferred tax assets.
When estimating the risk of potential liabilities from disputes, the Directors rely on communications regarding the status of recovery procedures and disputes from the lawyers who represent the Group in litigation. These estimates are determined taking into account the gradual development of the disputes, considering existing exemptions.
With reference to the potential impact of climate change on the Group's activities, the Management carries out targeted analyses to identify and manage the main risks and uncertainties to which the Group is exposed, adapting the corporate strategy accordingly. To date, these factors have not had a significant impact on the opinions and estimates used in preparing these Consolidated Financial Statements.
Estimates and assumptions are regularly reviewed and the effects of each change immediately reflected in the income statement.
The amendment clarifies that all costs directly attributable to the contract must be taken into account when estimating the possible onerousness of a contract. Accordingly, the assessment of whether a contract is onerous includes not only incremental costs (such as the cost of direct materials used in the process) but also all costs directly attributable to the contractual activities (such as depreciation of equipment used to perform the contract and costs of contract management and control). General and administrative expenses are not directly related to a contract and are excluded unless they are specifically charged to the other party under the contract.
These changes had no impact on the Group's consolidated financial statements.
The purpose of the amendments is not to allow the deduction from the cost of property, plant and equipment of the amount received from the sale of goods produced in the test phase of the asset. These sales revenues and related production costs will therefore be recognised in the income statement. These changes had no impact on the Group's consolidated financial statements.
The amendment allows a subsidiary that chooses to apply paragraph D16(a) of IFRS 1 to account for cumulative translation differences on the basis of the amounts recognised by the parent company, taking into account the parent's date of transition to IFRSs. This amendment had no impact on the Group's consolidated financial statements as the Group is not a first-time adopter.
The amendments are intended to replace references to the Framework for the Preparation and Presentation of Financial Statements with the references to the Conceptual Framework for Financial Reporting published in March 2018 without a significant change to the requirements of the standard. The Board also added an exception to the measurement principles of IFRS 3 to avoid the risk of potential "day-after" losses or gains arising from liabilities and contingent liabilities that would fall within the scope of IAS 37 or IFRIC 21 Levies, if incurred separately. The exemption requires entities to apply the requirements of IAS 37 or IFRIC 21, rather than the Conceptual Framework, to determine whether an obligation exists at the date of acquisition. The amendment also added a new paragraph to IFRS 3 to clarify that contingent assets do not qualify as recognisable assets at the date of acquisition. These amendments had no impact on the Group's consolidated financial statements in that no contingent assets, liabilities or contingent liabilities were recognised in the year for the purpose of these amendments.
the amendments clarify what fees can be included in measuring whether the terms of a new financial liability (or changes to an existing financial liability) are materially different from the terms of the original financial liability. This amendment had no impact on the
Group's consolidated financial statements in that there were no changes in the Group's financial liabilities during the year.
The amendment removes the requirement to exclude cash flows arising from taxation when measuring the fair value of assets within the scope of IAS 41. This amendment had no impact on the Group's consolidated financial statements in that the Group does not have any assets to which IAS 41 applies.
In May 2017, the IASB issued IFRS 17 Insurance Contracts (IFRS 17), a comprehensive new standard on insurance contracts covering recognition and measurement, presentation and disclosure. IFRS 17 applies to all types of insurance contracts regardless of the type of entity that issues them, as well as to certain guarantees and financial instruments with discretionary participation features. IFRS 17 will be effective for financial years beginning on or after 1 January 2023, and will require the presentation of comparative balances. early application is permitted, in which case the entity must also have adopted IFRS 9 and IFRS 15 on or before the date of first-time application of IFRS 17. This principle does not apply to the Group.
In January 2020, the IAS issued amendments to paragraphs 69-76 of IAS 1 to specify the requirements for classifying liabilities as current or non-current. The amendments clarify what is meant by the right to postpone an expiry, that the right to postpone must exist at the end of the reporting period, that the classification is not affected by the likelihood that the entity will exercise its right to postpone, that only if a derivative embedded in a convertible liability is itself an equity instrument does the maturity of the liability have no impact on classification. The amendments will be effective for financial years beginning on or after 1 January 2023 and must be applied retrospectively. The Group is assessing the impact the changes will have on the current situation.
In February 2021, the IASB issued amendments to IAS 8, in which it introduces a definition of "accounting estimates". The amendments clarify the distinction between changes in accounting standards and changes in accounting policies and corrections of errors. They also clarify how entities use measurement techniques and inputs to develop accounting estimates. The amendments are effective for financial years beginning on or after 1 January 2023 and apply to changes in accounting standards and changes in accounting estimates that occur on or after the beginning of that period. Early application is permitted provided that this fact is disclosed.
The changes are not expected to have a significant impact on the Group.
In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statement 2 Making Materiality Judgements, in which it provides guidance and examples to help entities apply materiality judgements to the disclosure of accounting standards. The amendments to IAS 1 are effective for annual periods beginning on or after 1 January 2023. Earlier application is permitted. Since the amendments to PS 2 provide nonmandatory guidance on the application of the definition of materiality to the disclosure of accounting standards, there is no need for an effective date for these amendments.
The Group is currently assessing the impact of the amendments to determine the effect they will have on the Group's disclosure of accounting standards.
In May 2021, the IASB issued amendments to IAS 12 that narrow the scope of the initial recognition exception in IAS 12, which no longer applies to transactions that give rise to both taxable and deductible temporary differences.
Amendments are to be applied to transactions occurring after or at the beginning of the comparative period presented. In addition, deferred tax assets (if sufficient taxable income is available) and deferred tax liabilities are recognised at the beginning of the comparative period for all deductible and taxable temporary differences relating to leases and provisions for restoration.
The Group is currently assessing the impact of these changes.
As from 1 April 2022, the Turkish economy is considered and hyperinflationary economy in accordance with the criteria set out in "IAS 29 - Financial Reporting in Hyperinflationary Economies", i.e. following the assessment of qualitative and quantitative elements including the presence of a cumulative inflation rate greater than 100% over the previous three years.
Therefore, as from these financial statements, IAS 29 is concretely applied with reference to the parent company's subsidiaries in Turkey: Sabaf Turkey (Sabaf Beyaz Esya Parcalari Sanayi Ve Ticaret Limited Sirteki) and Okida (Okida Elektronik Sanayi Ve Ticaret A.S.). In order to reflect the changes in the purchasing power of the Turkish lira at the end of this reporting period, the Group restated the value of non-monetary items, shareholders' equity and income statement account items of the investee companies in Turkey to the extent of their recoverable amount, applying the change in the general consumer price index to historical data.
The value of the general consumer price index at the end of the reporting period and the changes in the index during the current and previous financial year are shown below:
| Consumer price index | Value at 31/12/2021 |
Value at 31/12/2022 |
Change |
|---|---|---|---|
| TURKSTAT | 686.95 | 1,128.45 | +64.27% |
| Consumer price index | Value at 01/01/2003 |
Value at 31/12/2021 |
Change |
| TURKSTAT | 100 | 686.95 | +586.95% |
The accounting effects of the restatement were recognised as follows.
In accordance with IAS 21 (paragraph 42.b), it was not necessary to restate the financial and economic data for the year 2021 for comparative purposes only, as the Group's functional currency does not belong to a hyperinflationary economy.
The first-time adoption of IAS 29 generated a positive adjustment (net of the related tax effect) recognised in shareholders' equity reserves in the consolidated financial statements at 1 January 2022 of €11,402 thousand. Moreover, during 2022, the application of IAS 29 resulted in the recognition of a net financial expense (before tax) of €9,023 thousand.
The effects of the application of hyperinflation on the Consolidated Statement of Financial Position and Consolidated Income Statement are shown below.
| Consolidated statement of financial position (€/000) |
31/12/2022 | Hyperinflation effect |
31/12/2022 with Hyperinflation effect |
|---|---|---|---|
| Total non-current assets | 145,930 | 24,820 | 170,750 |
| Total current assets | 156,713 | 1,416 | 158,129 |
| Available-for-sale non-current assets |
526 | - | 526 |
| Total Assets | 303,169 | 26,236 | 329,405 |
| Total shareholders' equity | 130,433 | 25,729 | 156,162 |
| Total non-current liabilities | 87,957 | 507 | 88,464 |
| Total current liabilities | 84,779 | - | 84,779 |
| Total liabilities and shareholders' equity |
303,169 | 26,236 | 329,405 |
| Consolidated income statement (€/000) |
12M 2022 |
Hyperinflation effect |
12m 2022 with Hyperinflation effect |
|---|---|---|---|
| Operating revenue and income | 262,092 | 1,149 | 263,241 |
| Operating costs | (226,469) | 3,320 | (223,149) |
| Operating profit before depreciation & amortisation, capital gains/losses and write downs/write-backs of non current assets (EBITDA) |
35,623 | 4,469 | 40,092 |
| EBIT | 19,049 | 2,838 | 21,887 |
| Result before taxes | 18,570 | (6,361) | 12,209 |
| Income taxes | 2,756 | 284 | 3,040 |
| Profit for the year | 21,326 | (6,077) | 15,249 |
| Property | Plant and | Other | Assets under | Total | |
|---|---|---|---|---|---|
| equipment | assets | construction | |||
| Cost | |||||
| At 31 December 2020 | 57,226 | 219,592 | 55,877 | 4,535 | 337,230 |
| Increases | 1,589 | 11,097 | 4,421 | 5,120 | 22,227 |
| Disposals | (48) | (1,366) | (398) | (596) | (2,408) |
| Change in the scope of consolidation |
942 | 83 | - | 1,531 | 2,556 |
| Reclassifications | 375 | 2,092 | 18 | (3,480) | (995) |
| Forex differences | (654) | (3,201) | (1,089) | (474) | (5,418) |
| At 31 December 2021 | 59,430 | 228,297 | 58,829 | 6,636 | 353,192 |
| Increases | 331 | 3,513 | 3,699 | 12,141 | 19,684 |
| Disposals | - | (2,958) | (479) | - | (3,437) |
| Change in the scope of consolidation |
2,337 | 3,732 | 869 | - | 6,938 |
| Reclassifications | 300 | 8,527 | 376 | (9,432) | (229) |
| Monetary revaluation (IAS 29) |
4,503 | 10,921 | 3,518 | - | 18,942 |
| Forex differences | (225) | (422) | (154) | (116) | (917) |
| At 31 December 2022 | 66,676 | 251,610 | 66,658 | 9,229 | 394,173 |
| Accumulated depreciations |
|||||
| At 31 December 2020 | 24,147 | 188,938 | 47,638 | - | 260,723 |
| Depreciations for the year | 2,367 | 8,457 | 3,290 | - | 14,114 |
| Derecognition due to disposal |
(14) | (1,462) | (319) | - | (1,795) |
| Reclassifications | - | (116) | 3 | - | (113) |
| Forex differences | (297) | (1,287) | (560) | - | (2,144) |
| At 31 December 2021 | 26,203 | 194,530 | 50,052 | - | 270,785 |
| Depreciations for the year | 2,323 | 9,049 | 3,945 | - | 15,317 |
| Derecognition due to disposal |
- | (2,807) | (216) | - | (3,023) |
| Change in the scope of consolidation |
248 | 2,321 | 657 | - | 3,226 |
| Reclassifications | 3 | (1) | 135 | - | 137 |
| Monetary revaluation (IAS 29) |
1,734 | 4,752 | 1,748 | - | 8,234 |
| Forex differences | (81) | (58) | 31 | - | (108) |
| At 31 December 2022 | 30,430 | 207,786 | 56,352 | - | 294,568 |
| Net carrying value | |||||
|---|---|---|---|---|---|
| At 31 December 2022 | 36,246 | 43,824 | 10,306 | 9,229 | 99,605 |
| At 31 December 2021 | 33,227 | 33,767 | 8,777 | 6,636 | 82,407 |
The breakdown of the net carrying value of Property was as follows:
| 31/12/2022 | 31/12/2021 | Change | |
|---|---|---|---|
| Land | 9,465 | 8,613 | 852 |
| Industrial buildings | 26,781 | 24,614 | 2,167 |
| Total | 36,246 | 33,227 | 3,019 |
Sabaf Group | Consolidated financial statements at 31 December 2022 46
Changes in property, plant and equipment resulting from the application of IFRS 16 are shown below:
| Property | Plant and equipment |
Other assets | Total | |
|---|---|---|---|---|
| At 31 December 2021 | 2,221 | 203 | 932 | 3,356 |
| Increases | - | - | 187 | 187 |
| Depreciations and amortisation | (695) | (185) | (340) | (1,220) |
| Decreases | - | - | - | - |
| Foreign exchange differences | (413) | 196 | (31) | (248) |
| At 31 December 2022 | 1,113 | 214 | 748 | 2,075 |
The main investments in the year were aimed at expanding the international production footprint:
in Turkey, where an integrated production line of hinges for dishwashers was started;
in India, where the production of gas components (valves and burners) was started);
in Mexico, where work on the construction of the plant in San Luis de Potosi continued.
Decreases mainly relate to the disposal of machinery no longer in use.
Assets under construction include machinery under construction and advance payments to suppliers of capital equipment.
At 31 December 2022, the Group found no endogenous or exogenous indicators of impairment of its property, plant and equipment. As a result, the value of property, plant and equipment was not submitted to impairment testing.
| Net carrying value | |
|---|---|
| At 31 December 2021 | 983 |
| At 31 December 2022 | 2,311 |
During the year, property with a net carrying value of €526 thousand was reclassified under Available-for-sale non-current assets (Note 3).
Changes in investment property resulting from the application of IFRS 16 are shown below:
| Investment | |
|---|---|
| property | |
| 1 January 2022 | 3 |
| Increases | 144 |
| Decreases | - |
| Depreciations and amortisation | (39) |
| Foreign exchange differences | - |
| At 31 December 2022 | 108 |
The item Investment property includes non-operating buildings owned by the Group: these are mainly properties for residential use, held for rental or sale. Disposals during the period resulted in capital gains totalling €243 thousand.
At 31 December 2022, the Group found no other endogenous or exogenous indicators of impairment of its investment property. As a result, the value of investment property was not submitted to impairment testing.
This item includes the net carrying value of the Parent Company's former production plant located in Lumezzane (Brescia) amounting to €526 thousand, the value of which will be recovered through a sale transaction with the characteristics indicated by IFRS 5.
| Goodwill | Patents and software |
Developme nt costs |
Other intangible assets |
Total | |
|---|---|---|---|---|---|
| Cost | |||||
| At 31 December 2020 | 27,114 | 9,401 | 6,586 | 21,599 | 64,700 |
| Increases | - | 420 | 1,770 | 44 | 2,234 |
| Decreases | - | (2) | - | (3) | (5) |
| Reclassifications | - | (70) | (58) | - | (128) |
| Forex differences | (4,978) | (164) | - | (2,939) | (8,081) |
| At 31 December 2021 | 22,136 | 9,585 | 8,298 | 18,701 | 58,720 |
| Increases | - | 591 | 2,506 | 56 | 3,153 |
| Decreases | - | 1 | (16) | (7) | (22) |
| Change in the scope of consolidation |
1,127 | 263 | - | 4,568 | 5,958 |
| Reclassifications | - | 77 | (554) | 17 | (460) |
| Monetary revaluation (IAS 29) | 10,671 | 385 | - | 6,453 | 17,509 |
| Forex differences | (1,756) | (54) | - | (1,039) | (2,849) |
| At 31 December 2022 | 32,178 | 10,848 | 10,234 | 28,749 | 82,009 |
| Amortisation/Write-downs At 31 December 2020 |
4,546 | 8,573 | 4,425 | 4,139 | 21,683 |
| Depreciations for the year | - | 419 | 375 | 1,553 | 2,347 |
| Decreases | - | - | - | - | - |
| Reclassifications | - | (93) | - | - | (93) |
| Forex differences | - | (112) | - | (658) | (770) |
| At 31 December 2021 | 4,546 | 8,787 | 4,800 | 5,034 | 23,167 |
| Depreciations for the year | - | 479 | 376 | 1,797 | 2,652 |
| Decreases | - | 2 | - | - | 2 |
| Change in the scope of consolidation |
- | 226 | - | 10 | 236 |
| Reclassifications | - | 13 | 174 | 24 | 211 |
| Monetary revaluation (IAS 29) | - | 303 | - | 1,566 | 1,869 |
| Forex differences | - | (38) | - | (258) | (296) |
| At 31 December 2022 | 4,546 | 9,772 | 5,350 | 8,173 | 27,841 |
| Net carrying value | |||||
| At 31 December 2022 | 27,632 | 1,076 | 4,884 | 20,576 | 54,168 |
| At 31 December 2021 | 17,590 | 798 | 3,498 | 13,667 | 35,553 |
Goodwill recognised at 31 December 2022 is allocated:
The Group verifies the ability to recover goodwill at least once a year or more frequently if there are indications of impairment. Recoverable amount is determined through value of use, by discounting expected cash flows.
The management defined a single plan for each CGU that represents the normal and expected scenario, with reference to the period from 2023 to 2027, and which was used to
develop the impairment tests. The development of forward plans and the calculation of the value in use were carried out following an in-depth analysis that also considered the impact on profitability of the increase in purchase costs and the possibility of transferring this increase to sales prices. The recoverable amount of each CGU, determined on the basis of this plan, was subjected to stress tests and sensitivity analyses.
In 2022, the Hinges CGU achieved positive results - in terms of sales and profitability both compared to the previous year and compared to the budget. The 2023-2027 forward plan envisages a decline in sales in 2023, a gradual recovery in the following years and the maintenance of a good level of profitability.
At 31 December 2022, the Group tested - with the support of independent experts - the carrying value of its CGU Hinges for impairment, determining its recoverable amount, considered to be equivalent to its usable value, by discounting expected future cash flow in the forward plan drafted by the management. Cash flows for the period from 2023 to 2027 were augmented by the terminal value, which expresses the operating flows that the CGU is expected to generate from the sixth year to infinity and determined based on the perpetual income. The value of use was calculated based on a discount rate (wacc) of 11.65% (10.11% in the impairment test carried out while preparing the consolidated financial statements at 31 December 2021) and a growth rate (g) of 2%, unchanged from the 2021 impairment test.
The recoverable amount calculated on the basis of the above-mentioned assumptions and valuation techniques is €16.245 million, compared with a carrying value of the assets allocated to the Hinges unit of €10.301 million; consequently, the value recognised for goodwill at 31 December 2022 was deemed recoverable.
The table below shows the changes in recoverable amount depending on changes in the WACC discount rate and growth factor g:
| (€/000) | |||||
|---|---|---|---|---|---|
| growth rate | |||||
| discount rate | 1.50% | 1.75% | 2.00% | 2.25% | 2.50% |
| 10.65% | 17,328 | 17,645 | 17,981 | 18,337 | 18,715 |
| 11.15% | 16,491 | 16,771 | 17,066 | 17,378 | 17,708 |
| 11.65% | 15,735 | 15,984 | 16,245 | 16,520 | 16,810 |
| 12.15% | 15,050 | 15,272 | 15,504 | 15,748 | 16,004 |
| 12.65% | 14,426 | 14,624 | 14,831 | 15,049 | 15,277 |
The table below shows the change in recoverable amount as EBITDA changes according to the plan.
| EBITDA | ||||
|---|---|---|---|---|
| Accordin g to the |
-10% | -20% | ||
| plan | ||||
| (€/000) | 16,245 | 14,441 | 12,637 |
It was determined that the recoverable amount of the CGU exceeds its carrying value under all of the above assumptions, taking into account changes in discount rate, growth rate and EBITDA.
The Professional Burners CGU performed very well during the 2022 financial year in terms of both turnover and profitability. The 2023-2027 forward plan envisages a decline in sales in 2023, a gradual recovery in the following years and the maintenance of a good level of profitability.
At 31 December 2022, the Group tested - with the support of independent experts - the carrying value of its Professional burners CGU for impairment, determining its recoverable amount, considered to be equivalent to its usable value, by discounting expected future cash flow in the forward plan drafted at the beginning of 2023. Cash flows for the period from 2023 to 2027 were augmented by the terminal value, which expresses the operating flows that the CGU is expected to generate from the sixth year to infinity and determined based on the perpetual income. The value of use was calculated based on a discount rate (wacc) of 11.19% (6.93% in the impairment test carried out while preparing the consolidated financial statements at 31 December 2021) and a growth rate (g) of 2%, unchanged with respect to the 2021 impairment test, considered by management to be the best estimate of the CGU's growth assumptions, considering the sector in which it operates and in line with the growth rate of other Italian CGUs.
The recoverable amount calculated on the basis of the above-mentioned assumptions and valuation techniques is €6.743 million, compared with a carrying value of the assets allocated to the Professional burners unit of €5.373 million (including minority interests); consequently, the value recognised for goodwill at 31 December 2022 was deemed recoverable.
The table below shows the changes in recoverable amount depending on changes in the WACC discount rate and growth factor g:
| (€/000) | |||||
|---|---|---|---|---|---|
| growth rate | |||||
| discount rate | 1.50% | 1.75% | 2.00% | 2.25% | 2.50% |
| 10.19% | 7,270 | 7,435 | 7,610 | 7,796 | 5,635 |
| 10.69% | 6,854 | 6,999 | 7,151 | 7,314 | 7,485 |
| 11.19% | 6,481 | 6,608 | 6,743 | 6,885 | 7,035 |
| 11.69% | 6,145 | 6,258 | 6,377 | 6,502 | 6,634 |
| 12.19% | 5,840 | 5,941 | 6,047 | 6,158 | 6,275 |
The table below shows the change in recoverable amount as EBITDA changes according to the plan.
| EBITDA | ||||
|---|---|---|---|---|
| Accordin g to the plan |
-10% | -20% | ||
| (€/000) | 6,743 | 5,823 | 4,903 |
The Electronic Components CGU performed extremely well in 2022.
At 31 December 2022, the Group tested - with the support of independent experts - the carrying value of its CGU Electronic components for impairment, determining its recoverable amount, considered to be equivalent to its usable value, by discounting expected future cash flow in the forward plan drafted by the management. Cash flows for the period from 2023 to 2027 were augmented by the terminal value, which expresses the operating flows that the CGU is expected to generate from the fifth year to infinity and determined based on the perpetual income. The value of use was calculated based on a discount rate (wacc) of 16.81% (15.21% in the impairment test carried out while preparing the consolidated financial statements at 31 December 2021) and a growth rate (g) of 2.50%, unchanged from the 2021 impairment test.
The recoverable amount calculated on the basis of the above-mentioned assumptions and valuation techniques is €44.400 million, compared with a carrying value of the assets allocated to the Electronic components unit of €36.660 million; consequently, the value recognised for goodwill at 31 December 2022 was deemed recoverable.
The table below shows the changes in recoverable amount depending on changes in the WACC discount rate and growth factor g:
| (€/000) | |||||
|---|---|---|---|---|---|
| growth rate | |||||
| discount rate | 2.00% | 2.25% | 2.50% | 2.75% | 3.00% |
| 15.81% | 46,646 | 47,160 | 47,694 | 48,248 | 48,824 |
| 16.31% | 45,029 | 45,500 | 45,987 | 46,493 | 47,018 |
| 16.81% | 43,521 | 43,953 | 44,400 | 44,863 | 45,342 |
| 17.31% | 42,112 | 42,509 | 42,920 | 43,344 | 43,783 |
| 17.81% | 40,793 | 41,159 | 41,536 | 41,926 | 42,330 |
The table below shows the change in recoverable amount as EBITDA changes according to the plan.
| EBITDA | ||||
|---|---|---|---|---|
| Accordin g to the |
-10% | -20% | ||
| plan | ||||
| (€/000) | 44,400 | 39,801 | 34,906 |
The Hinges C.M.I. CGU recognised a strong increase in turnover in 2022 and a good level of profitability. The 2023-2027 forward plan envisages a decline in sales in 2023, a gradual recovery in the following years and the maintenance of a good level of profitability.
At 31 December 2022, the Group tested - with the support of independent experts - the carrying value of its CGU Hinges C.M.I. for impairment, determining its recoverable amount, considered to be equivalent to its usable value, by discounting expected future cash flow in the forward plan drafted by the management. Cash flows for the period from
2023 to 2027 were augmented by the terminal value, which expresses the operating flows that the CGU is expected to generate from the third year to infinity and determined based on the perpetual income. The value of use was calculated based on a discount rate (wacc) of 11.66% (11.31% in the impairment test carried out while preparing the consolidated financial statements at 31 December 2021) and a growth rate (g) of 2%, unchanged with respect to the 2021 impairment test, considered by management to be the best estimate of the CGU's growth assumptions, considering the sector in which it operates and in line with the growth rate of other Italian CGUs.
The recoverable amount calculated on the basis of the above-mentioned assumptions and valuation techniques is €50.590 million, compared with a carrying value of the assets allocated to the C.M.I. Hinges unit of €25.734 million; consequently, the value recognised for goodwill at 31 December 2022 was deemed recoverable.
The table below shows the changes in recoverable amount depending on changes in the WACC discount rate and growth factor g:
| (€/000) | |||||
|---|---|---|---|---|---|
| growth rate | |||||
| discount rate | 1.50% | 1.75% | 2.00% | 2.25% | 2.50% |
| 10.66% | 54,242 | 55,340 | 56,501 | 57,732 | 59,037 |
| 11.16% | 51,395 | 52,363 | 53,384 | 54,462 | 55,602 |
| 11.66% | 48,829 | 49,687 | 50,590 | 51,541 | 52,544 |
| 12.16% | 46,505 | 47,270 | 48,072 | 48,916 | 49,802 |
| 12.66% | 44,390 | 45,075 | 45,792 | 46,543 | 47,332 |
The table below shows the change in recoverable amount as EBITDA changes according to the plan.
| EBITDA | ||||
|---|---|---|---|---|
| Accordin | ||||
| g to the | -10% | -20% | ||
| plan | ||||
| (€/000) | 50,590 | 46,152 | 38,885 |
At 31 December 2022, the Group tested the carrying value of its P.G.A. Electronic components for impairment, determining its recoverable amount, considered to be equivalent to its value of use, by discounting expected future cash flows in the forward plan prepared by the management. Cash flows for the period from 2023 to 2025 were augmented by the terminal value, which expresses the operating flows that the CGU is expected to generate from the third year to infinity and determined based on the perpetual income. The value of use was calculated based on a discount rate (WACC) of 10.88% and a growth rate (g) of 2%, representative of expected future growth rates for the reference market.
The recoverable amount calculated on the basis of the above-mentioned assumptions and valuation techniques is €15.569 million, compared with a carrying value of the assets
allocated to the P.G.A. Electronic components of €10.222 million; consequently, the value recognised for goodwill at 31 December 2022 was deemed recoverable.
The table below shows the changes in recoverable amount depending on changes in the WACC discount rate and growth factor g:
| (€/000) | |||||
|---|---|---|---|---|---|
| growth rate | |||||
| discount rate | 1.50% | 1.75% | 2.00% | 2.25% | 2.50% |
| 9.88% | 16,651 | 17,090 | 17,558 | 18,056 | 18,588 |
| 10.38% | 15,707 | 16,094 | 16,504 | 16,940 | 17,403 |
| 10.88% | 14,863 | 15,206 | 15,569 | 15,953 | 16,359 |
| 11.38% | 14,105 | 14,411 | 14,734 | 15,074 | 15,433 |
| 11.88% | 13,420 | 13,694 | 13,983 | 14,286 | 14,606 |
The table below shows the change in recoverable amount as EBITDA changes according to the plan.
| EBITDA | |||
|---|---|---|---|
| Accordin g to the plan |
-10% | -20% | |
| (€/000) | 15,569 | 13,658 | 11,745 |
Software investments are related to the extension of the application and corporate scope of the Group management system (SAP).
Development costs are mainly related to the decision to extend the product range to include induction cooking. To this end, a dedicated project team was set up to develop the project know-how in-house, with patents, proprietary software and hardware. The first prototypes were presented in 2022, with production starting in 2023.
Increases in development costs include projects in progress and therefore not subject to amortisation.
With regard to patents, software and development costs, no internal and external indicators that would necessitate an impairment test were identified.
The other intangible assets recognised in these consolidated financial statements mainly result from the Purchase Price Allocation carried out following the acquisition of Okida Elektronik in September 2018, the acquisition of C.M.I. S.r.l. in July 2019 and P.G.A. in October 2022.
The net carrying value of other intangible assets is broken down as follows:
| 31/12/2022 | 31/12/2021 | Change | |
|---|---|---|---|
| Customer Relationship | 13,000 | 6,301 | 6,699 |
| Brand | 3,807 | 3,877 | (70) |
| Know-how | 577 | 236 | 341 |
| Patents | 2,835 | 3,038 | (203) |
| Other | 357 | 215 | 142 |
| Total | 20,576 | 13,667 | 6,909 |
At 31 December 2022, the recoverability of the amount of other intangible assets was verified as part of the impairment test of the related goodwill described in the previous paragraph.
| 31/12/2021 | Change scope of consolidation |
31/12/2022 | |
|---|---|---|---|
| Other equity investments |
83 | 14 | 97 |
| Total | 83 | 14 | 97 |
Internal and external indicators that would necessitate an impairment test on equity investments were not identified.
| 31/12/2022 | 31/12/2021 | Change | |
|---|---|---|---|
| Tax receivables | 2,057 | 985 | 1,072 |
| Guarantee deposits | 98 | 115 | (17) |
| Receivables from former P.G.A. shareholders |
597 | - | 597 |
| Total | 2,752 | 1,100 | 1,652 |
Tax receivables relate to indirect taxes expected to be recovered after 31 December 2023. Receivables from former P.G.A. shareholders to Sabaf S.p.A. refer to compensation obligations envisaged upon the occurrence of certain events (liabilities incurred by P.G.A.) regulated by the acquisition agreement. These receivables, already accrued and agreed upon between the parties, were discounted and the effect was recognised under Financial Expenses (Note 31).
| 31/12/2021 | Change | |
|---|---|---|
| 31,068 | 26,771 | 4,297 |
| 16,403 | 15,133 | 1,270 |
| 23,771 | 25,646 | (1,875) |
| (3,419) | ||
| 273 | ||
| 31/12/2022 (6,816) 64,426 |
(3,397) 64,153 |
The value of final inventories at 31 December 2022 increased compared to the previous year due to the inflationary effect caused by the increase in the prices of raw materials and as a result of the monetary revaluation carried out in application of IAS 29 for hyperinflation in Turkey (of €1,416 thousand). On the other hand, the volumes of products in stock showed a decline.
At 31 December 2022, the value of inventories was adjusted based on an improved estimate of the idle capacity and obsolescence risk, measured by analysing slow and nonmoving inventory. The following table shows the changes in the Provision for inventory write-downs during the current financial year:
| 31/12/2021 | 3,397 |
|---|---|
| Provisions | 3,018 |
| Utilisation | (164) |
| Monetary revaluation (IAS 29) | 323 |
| Change in the scope of consolidation | 300 |
| Forex differences | (58) |
| 31/12/2022 | 6,816 |
| 31/12/2022 | 31/12/2021 | Change | |
|---|---|---|---|
| Total trade receivables | 59,999 | 69,139 | (9,140) |
| Bad debt provision | (840) | (1,099) | 259 |
| Net total | 59,159 | 68,040 | (8,881) |
Trade receivables at 31 December 2022 were lower than the balance at the end of 2021 as a result of the decline in sales in the last part of the year. There were no significant changes in the payment terms agreed with customers.
The amount of trade receivables recognised in the financial statements includes approximately €25.7 million in insured receivables (€24.3 million at 31 December 2021).
The breakdown of trade receivables by past due period is shown below:
| 31/12/2022 | 31/12/2021 | Change | |
|---|---|---|---|
| Current receivables (not past due) |
45,199 | 60,358 | (15,159) |
| Outstanding up to 30 days | 6,947 | 4,132 | 2,815 |
| Outstanding from 30 to 60 days | 4,020 | 1,290 | 2,730 |
| Outstanding from 60 to 90 days | 1,416 | 794 | 622 |
| Outstanding for more than 90 days |
2,417 | 2,565 | (148) |
| Total | 59,999 | 69,139 | (9,140) |
The bad debt provision was adjusted to the better estimate of the credit risk and expected losses at the end of the reporting period, also carried out by analysing each expired item. Changes during the year were as follows:
| 31/12/2021 | 1,099 |
|---|---|
| Provisions | - |
| Utilisation | (296) |
| Change in the scope of consolidation | 23 |
| Forex differences | 14 |
| 31/12/2022 | 840 |
| 31/12/2022 | 31/12/2021 | Change | |
|---|---|---|---|
| For income tax | 5,061 | 1,395 | 3,666 |
| For VAT and other sales taxes | 3,144 | 4,751 | (1,607) |
| Other tax credits | 9 | 19 | (10) |
| Total | 8,214 | 6,165 | 2,049 |
At 31 December 2022, income tax receivables mainly include:
| 31/12/2022 | 31/12/2021 | Change | |
|---|---|---|---|
| Credits to be received from suppliers | 706 | 1,267 | (561) |
| Advances to suppliers | 1,376 | 859 | 517 |
| Accrued income and prepaid expenses | 660 | 476 | 184 |
| Other | 168 | 534 | (366) |
| Total | 2,910 | 3,136 | (226) |
Credits to be received from suppliers mainly refer to bonuses paid to the Group for the attainment of purchasing objectives.
| 31/12/2022 | 31/12/2021 | |||
|---|---|---|---|---|
| Current | Non-current | Current | Non-current | |
| Restricted bank accounts | 786 | - | 1,172 | - |
| Derivative instruments on | ||||
| interest rates | 1,711 | - | - | - |
| Total | 2,497 | - | 1,172 | 0 |
At 31 December 2022, there were short-term term deposits of €786 thousand. In 2022, the term deposit of €1.172 million for the portion of the price not yet paid to the sellers of the C.M.I. equity investment and deposited as collateral in accordance with the terms of the C.M.I. acquisition agreement (Note 16) was paid.
At 31 December 2022, the Group has in place eight interest rate swap (IRS) contracts for amounts and maturities coinciding with six unsecured loans that are being amortised, whose residual value at 31 December 2022 is €27,130 thousand. The contracts have not been designated as capital flow hedges and are therefore at their fair value through profit and loss, and recognised in the items "Fair Value through profit or loss", with "Financial income" as a balancing entry.
Cash and cash equivalents, which amounted to €20,923 thousand at 31 December 2022 (€43,649 thousand at 31 December 2021) consisted of bank current account balances of €20.8 million (€43.2 million at 31 December 2021) and investments in liquidity of €91 thousand (€432 thousand at 31 December 2021). Changes in the cash and cash equivalents are analysed in the statement cash flows.
The parent company's share capital consists of 11,533,450 shares with a par value of €1.00 each. The share capital paid in and subscribed did not change during the year. At 31 December 2022, the structure of the share capital is shown in the table below.
| No. of shares | % of share capital |
Rights and obligations | |
|---|---|---|---|
| Ordinary shares | 7,915,422 | 68.63% | - |
| Ordinary shares with increased vote |
3,618,028 | 31.37% | Two voting rights per share |
| TOTAL | 11,533,450 | 100% |
With the exception of the right to increased vote, there are no rights, privileges or restrictions on the shares of the Parent Company. The availability of the Parent Company's reserves is indicated in the separate financial statements of Sabaf S.p.A.
With regard to the 2018 - 2020 Stock Grant Plan, following the expiry of the three-year vesting period, during the first half of 2022, 79,128 ordinary shares of the Company were allocated and transferred to the beneficiaries of Cluster 2, through the use of shares already available to the issuer.
During the financial year, the following occurred:
At 31 December 2022, Sabaf S.p.A. held 214,863 treasury shares (1.863% of the share capital), reported in the financial statements as an adjustment to shareholders' equity at a weighted average unit value of €14.99 (the closing stock market price of the Share at 31
December 2022 was €16.69). There were 11,318,587 outstanding shares at 31 December 2022.
Items "Retained earnings, other reserves" of €129,380 thousand included, at 31 December 2022, the stock grant reserve of €1,939 thousand, which included the measurement at 31 December 2022 of the fair value of rights assigned to receive shares of the Parent Company relating to the 2021 – 2023 Stock Grant Plan, medium- and long-term incentive plan for directors and employees of the Sabaf Group, for the details of which reference is made to Note 40.
The following table shows the change in the Cash Flow Hedge reserve related to the application of IFRS 9 on derivative contracts and referring to the recognition in net equity of the effective part of the derivative contracts signed to hedge the foreign exchange rate risk for which the Group applies hedge accounting.
| Value at 31 December 2021 | (151) |
|---|---|
| Change during the period | 149 |
| Value at 31 December 2022 | (2) |
The characteristics of the derivative financial instruments that gave rise to the Cash Flow Hedge reserve and the accounting effects on other items in the financial statements are broken down in Note 38, in the paragraph Foreign exchange risk management.
| 31/12/2022 | 31/12/2021 | |||||
|---|---|---|---|---|---|---|
| Current | Non-current | Total | Current | Non-current | Total | |
| Bond issue | - | 29,685 | 29,685 | - | 29,649 | 29,649 |
| Unsecured loans | 21,613 | 46,595 | 68,208 | 19,044 | 53,913 | 72,957 |
| Short-term bank loans | 5,308 | - | 5,308 | 1,769 | - | 1,769 |
| Advances on bank receipts or invoices |
921 | - | 921 | 2,263 | - | 2,263 |
| Leases | 1,032 | 2,056 | 3,088 | 1,329 | 2,942 | 4,271 |
| Interest payable | 2 | - | 2 | - | - | - |
| Total | 28,876 | 78,336 | 107,212 | 24,405 | 86,504 | 110,909 |
In December 2021, Sabaf S.p.A. issued a €30 million bond fully subscribed by PRICOA with a maturity of 10 years, an average life of 8 years and a fixed coupon of 1.85% per year. The loan has the following covenants, defined with reference to the consolidated financial statements at the end of each reporting period, widely complied with at 31 December 2022 and for which, according to the Group's business plan, compliance is also expected in subsequent years:
During the year, the Group took out new unsecured loans for a total of €13 million to finance the investments made. All loans are signed with an original maturity of 5 years and are repayable in instalments.
Some of the outstanding unsecured loans have covenants, defined with reference to the consolidated financial statements at the end of the reporting period, as specified below:
widely complied with at 31 December 2022 and for which, according to the Group's business plan, compliance is also expected in subsequent years.
All bank loans are denominated in euro.
To manage interest rate risk, some unsecured loans (with a total residual value of €55.808 million at 31 December 2022) are either fixed-rate or hedged by IRS.
| Lease liabilities at 31 December 2020 | 4,896 |
|---|---|
| New agreements signed during 2021 | 954 |
| Repayments during 2021 | (1,581) |
| Forex differences | 2 |
| Lease liabilities at 31 December 2021 | 4,271 |
| New agreements signed during 2022 | 331 |
| Repayments during 2022 | (1,409) |
| Forex differences | (105) |
| Lease liabilities at 31 December 2022 | 3,088 |
The following table shows the changes in lease liabilities during the year:
Financial liabilities related to the application of IFRS 16 at 31 December 2022 amounted to €2,917 thousand. Note 38 provides information on financial risks, pursuant to IFRS 7.
| 31/12/2022 | 31/12/2021 | |||
|---|---|---|---|---|
| Current | Non-current | Current | Non-current | |
| Payables to former P.G.A. shareholders |
546 | - | - | - |
| Payables to C.M.I. shareholders | - | - | 1,173 | - |
| Derivative instruments on interest rates |
- | - | 190 | - |
| Currency derivatives | 28 | - | 156 | - |
| Total | 574 | - | 1,519 | - |
Currency derivatives refer to forward sales contracts recognised using hedge accounting. These financial instruments are broken down in Note 38 - Forex risk management.
The payable to former P.G.A. shareholders refers to price adjustments following the completion of the acquisition and determined in accordance with contractual provisions.
The payable to C.M.I. shareholders, which amounted to €1,173 thousand at 31 December 2021 and related to the portion of the price not yet paid to the sellers of the C.M.I. shareholding, was paid in 2022.
| Post | |
|---|---|
| employment | |
| benefit | |
| At 31 December 2021 | 3,408 |
| Provisions | 340 |
| Financial expenses | 66 |
| Payments made | (499) |
| Tax effect | (254) |
| Change in the scope of consolidation | 643 |
| Forex differences | (43) |
| At 31 December 2022 | 3,661 |
Following the revision of IAS 19 - Employee benefits, from 1 January 2013, all actuarial gains or losses are recognised immediately in the comprehensive income statement ("Other comprehensive income") under the item "Actuarial income and losses".
Post-employment benefits are calculated as follows:
| 31/12/2022 | 31/12/2021 | |
|---|---|---|
| Discount rate | 3% - 3.7% | 0.40% |
| Inflation | 3% | 1.30% |
| 31/12/2022 | 31/12/2021 | |
|---|---|---|
| Mortality rate | IPS 55 ANIA | IPS 55 ANIA |
| Disability rate | INPS 2000 | INPS 2000 |
| Staff turnover | 3% - 10% | 3% - 8% |
| Advance payouts | 1% - 5% | 2% - 4% |
| Retirement age | Pursuant to legislation in force | Pursuant to legislation in force |
| at 31 December 2022 | at 31 December 2021 |
| 31/12/2021 | Provi sions |
Utilisation | Change in the scope of consolidation |
Forex differences |
31/12/2022 | |
|---|---|---|---|---|---|---|
| Provision for agents' |
249 | 8 | (5) | - | - | 252 |
| indemnities | ||||||
| Product | ||||||
| guarantee | 60 | 23 | (23) | - | - | 60 |
| fund | ||||||
| Provision | ||||||
| for legal risks |
416 | 13 | (358) | - | 6 | 77 |
| Provision | ||||||
| for tax risks | 500 | - | (500) | - | - | - |
| Other | ||||||
| provisions | 109 | - | - | 165 | (24) | 250 |
| for risks and | ||||||
| charges | ||||||
| Total | 1,334 | 21 | (863) | 165 | (18) | 639 |
The provision for agents' indemnities covers amounts payable to agents if the Group terminates the agency relationship.
The product guarantee fund covers the risk of returns or charges by customers for products already sold.
Uses of the provision for legal risks refer, for €328 thousand, to the settlement of a legal dispute of the C.M.I. Group. The relevant provision was recognised as part of the Purchase Price Allocation process carried out following the acquisition of C.M.I.
Following the settlement of a tax dispute, in 2022, the provision for tax risks in which a specific provision of the same amount was recognised, was used in the amount of €500 thousand.
Other provisions for risks and charges, recognised as part of the Purchase Price Allocation following the acquisitions of Okida Elektronik and of the P.G.A. Group, reflect the fair value of the potential liabilities of the acquired entities.
The provisions for risks, which represent the estimate of future payments made based on historical experience, have not been discounted because the effect is considered negligible.
| 31/12/2022 | 31/12/2021 | Change | |
|---|---|---|---|
| Total | 39,628 | 54,837 | (15,209) |
The decrease in trade payables is related to the decline in production volumes in the second half of the year. Average payment terms did not change versus the previous year. At 31 December 2022, there were no overdue payables of a significant amount and the Group did not receive any injunctions for overdue payables.
| 31/12/2022 | 31/12/2021 | Change | |
|---|---|---|---|
| For income tax | 235 | 3,450 | (3,215) |
| Withholding taxes | 1,059 | 954 | 105 |
| Other tax payables | 1,251 | 547 | 704 |
| Total | 2,545 | 4,951 | (2,406) |
| 31/12/2022 | 31/12/2021 | Change | |
|---|---|---|---|
| To employees | 5,553 | 6,706 | (1,153) |
| To social security institutions | 2,781 | 2,844 | (63) |
| To agents | 164 | 283 | (119) |
| Advances from customers | 522 | 1,694 | (1,172) |
| Other current payables | 4,136 | 1,548 | 2,588 |
| Total | 13,156 | 13,075 | 81 |
At the beginning of 2022, payables due to employees and social security institutions were paid in accordance with the scheduled expiry dates.
Other current payables include accrued liabilities and deferred income totalling €3,882 thousand.
| 31/12/2022 | 31/12/2021 | Change | |
|---|---|---|---|
| Deferred tax assets | 13,145 | 8,639 | 4,506 |
| Deferred tax liabilities | (5,828) | (3,939) | (1,889) |
| Net position | 7,317 | 4,700 | 2,617 |
The table below analyses the nature of the temporary differences that determine the recognition of deferred tax liabilities and assets and their changes during the year and the previous year.
| Non current tangible and intangible assets |
Provisions , value adjustments |
Fair value of derivative instruments |
Good will |
Tax incentives |
Tax losses |
Actuarial evaluation of post employment benefit |
Hyperinflation effects |
Other temporary differences |
Total | |
|---|---|---|---|---|---|---|---|---|---|---|
| 31/12/2021 | (1,912) | 1,278 | 35 | 1,063 | 2,586 | 744 | 192 | 0 | 714 | 4,700 |
| Through profit or loss |
2,983 | 302 | (420) | (177) | 1,459 | 649 | 0 | 284 | (148) | 4,932 |
| In shareholders' equity |
(1,290) | 0 | 3 | 0 | 0 | 0 | (81) | (261) | 0 | (1,629) |
| Forex differences |
30 | 10 | 0 | 0 | (613) | (133) | 0 | 0 | 20 | (686) |
| 31/12/2022 | (188) | 1,590 | (382) | 886 | 3,432 | 1,260 | 111 | 23 | 586 | 7,317 |
Deferred tax assets recognised in the income statement in respect of "Non-current tangible
and intangible assets" included €3,734 thousand in these consolidated financial statements as a result of the revaluation for tax purposes of the tangible assets of the Group's Turkish companies. The exercise of the revaluation option resulted in a substitute tax of approximately €69 thousand, which is accounted for in current taxes for the year.
Deferred tax assets relating to goodwill refer to the exemption of the value of the investment in Faringosi Hinges s.r.l. made in 2011 pursuant to Italian law Decree 98/2011, deductible in ten instalments starting in 2018.
Deferred tax assets relating to tax incentives are commensurate to investments made in Turkey, for which the Group will benefit from a direct tax deduction.
At the end of the financial year, the taxation of the Group's Turkish companies was adjusted to 20% tax rate, recognising tax expenses of €391 thousand in profit or loss.
As required by the CONSOB memorandum of 28 July 2006, we disclose that the Group's net financial debt is as follows:
| 31/12/202 | 31/12/202 | |||
|---|---|---|---|---|
| 2 | 1 | Change | ||
| A. | Cash | 20,832 | 43,217 | (22,385) |
| B. | Cash equivalents | 91 | 432 | (341) |
| C. | Other current financial assets | 2,497 | 1,172 | 1,325 |
| D. | Liquidity (A+B+C) | 23,420 | 44,821 | (21,401) |
| E. | Current financial payable | 8,098 | 5,551 | 2,547 |
| F. | Current portion of non-current financial debt | 21,352 | 20,373 | 979 |
| G. | Current financial debt (E+F) | 29,450 | 25,924 | 3,526 |
| H. | Net current financial debt (G-D) | 6,030 | (18,897) | 24,927 |
| I. | Non-current financial payable | 48,651 | 56,855 | (8,204) |
| J. | Debt instruments | 29,685 | 29,649 | 36 |
| K. | Trade payables and other non-current payables | - | - | - |
| L. | Non-current financial debt (I+J+K) | 78,336 | 86,504 | (8,168) |
| M. | Total financial debt (H+L) | 84,366 | 67,607 | 16,759 |
The consolidated statement of cash flows, which shows the changes in cash and cash equivalents (sum of letters A. and B. of this statement), describes in detail the cash flows that led to the change in the net financial debt. In particular, as can be seen from the Consolidated Statement of Cash Flows, the increase in net financial debt in the period is mainly attributable to:
In 2022, sales revenue totalled €253,053 thousand, down by €10,206 thousand (-3.9%) compared with 2021 (-4.9% on a like-for-like basis).
| 2022 | % | 2021 | % | % change | |
|---|---|---|---|---|---|
| Europe (excluding Turkey) | 87,281 | 34.5% | 92,935 | 35.3% | -6.1% |
| Turkey | 66,845 | 26.4% | 65,526 | 24.9% | 2.0% |
| North America | 39,800 | 15.7% | 30,472 | 11.6% | 30.6% |
| South America | 28,503 | 11.3% | 39,589 | 15.0% | -28.0% |
| Africa and Middle East | 19,098 | 7.5% | 19,614 | 7.5% | -2.6% |
| Asia and Oceania | 11,525 | 4.6% | 15,123 | 5.7% | -23.8% |
| 253,053 | 100% | 263,259 | 100% | -3.9% |
| 2022 | % | 2021 | % | % change | |
|---|---|---|---|---|---|
| Gas parts | 158,340 | 62.6% | 182,468 | 69.3% | -13.2% |
| Hinges | 68,627 | 27.1% | 58,375 | 22.2% | 17.6% |
| Electronic components | 26,086 | 10.3% | 22,416 | 8.5% | 16.4% |
| Total | 253,053 | 100% | 263,259 | 100% | -3.9% |
After an exceptionally positive 2021 for the Group and its market, demand gradually deteriorated in 2022, with the downturn becoming more pronounced in the second half of the year. The only geographical areas that maintained a positive revenue trend were Turkey and North America partly due to the development of business relations with major industry players.
Average sales prices in 2022 were 8.4% higher than in 2021, largely offsetting considerable increases in the purchase prices of the raw materials, electricity and gas.
| 2022 | 2021 | Change | |
|---|---|---|---|
| Sale of trimmings | 5,711 | 5,546 | 165 |
| Contingent income | 554 | 374 | 180 |
| Rental income | 122 | 123 | (1) |
| Use of provisions for risks and charges | 6 | 12 | (6) |
| Other income | 3,795 | 2,606 | 1,189 |
| Total | 10,188 | 8,661 | 1,527 |
In 2022, other income mainly included: tax credits for investments in capital goods and for research and development of €1,229 thousand, the favourable settlement of a tax dispute in favour of the Brazilian company of €700 thousand, proceeds from the sale of moulds and equipment of €223 thousand, Turkish government grants of €304 thousand, referring to incentives for hiring personnel, and the production of energy through photovoltaic plants of €52 thousand.
| 2022 | 2021 | Change | |
|---|---|---|---|
| Commodities and outsourced | |||
| components | 115,410 | 132,143 | (16,733) |
| Consumables | 8,921 | 10,212 | (1,291) |
| Total | 124,331 | 142,355 | (18,024) |
The reduction in purchases is related to the decrease in business volumes, while the unit prices of the main raw materials (aluminium alloys, steel and brass) increased significantly and on average by about 20% compared to the previous year.
| 2022 | 2021 | Change | |
|---|---|---|---|
| Outsourced processing | 13,680 | 18,689 | (5,009) |
| Natural gas and power | 11,359 | 8,536 | 2,823 |
| Maintenance | 7,040 | 7,972 | (932) |
| Transport | 4,433 | 4,658 | (225) |
| Advisory services | 3,232 | 2,856 | 376 |
| Travel expenses and allowances | 700 | 292 | 408 |
| Commissions | 994 | 1,144 | (150) |
| Directors' fees | 861 | 829 | 32 |
| Insurance | 864 | 727 | 137 |
| Canteen | 796 | 797 | (1) |
| Other costs | 6,221 | 5,877 | 344 |
| Total | 50,180 | 52,377 | (2,197) |
The main outsourced processing include aluminium die-casting, hot moulding of brass and steel blanking as well as some mechanical processing and assembly. As a result of lower activity levels compared to the previous year, some production stages that had been outsourced to external suppliers in 2021 to cope with peaks in demand were internalised. The increase in energy costs was due to the exceptional increase in electricity and gas prices. On a like-for-like basis, the effect of this increase is estimated to be € 5.3 million in higher charges compared to the previous year. Energy and gas costs are posted net of tax benefits related to public contributions for electricity and gas consumption, amounting to €515 thousand.
Other costs included expenses for the registration of patents, waste disposal, cleaning, leasing third-party assets and other minor charges.
| 2022 | 2021 | Change | |
|---|---|---|---|
| Salaries and wages | 31,750 | 32,749 | (999) |
| Social Security costs | 9,685 | 10,175 | (490) |
| Temporary agency workers | 5,617 | 7,596 | (1,979) |
| Post-employment benefit and other | 1,740 | 2,639 | |
| costs | (899) | ||
| Stock grant plan | 1,134 | 805 | 329 |
| Total | 49,926 | 53,964 | (4,038) |
The number of Group employees was 1,238 at 31 December 2022 (1,278 at 31 December 2021).
The number of temporary staff was 115 at 31 December 2022 (198 at 31 December 2021). The item "Stock Grant Plan" included the measurement at 31 December 2022 of the fair value of options to the allocation of shares of the Parent Company assigned to Group employees. For details of the Stock Grant Plan, refer to Note 40.
| 2022 | 2021 | Change | |
|---|---|---|---|
| Non-income taxes | 729 | 651 | 78 |
| Other operating expenses | 614 | 694 | (80) |
| Contingent liabilities | 238 | 54 | 184 |
| Losses and write-downs of trade | |||
| receivables | 1 | 103 | (102) |
| Provisions for risks | 21 | - | 21 |
| Other provisions | 28 | 29 | (1) |
| Total | 1,631 | 1,531 | 100 |
Non-income taxes chiefly relate to property tax.
| 2022 | 2021 | Change | |
|---|---|---|---|
| Exercise of the C.M.I. put option (Note 15) | - | 507 | (507) |
| Interest rate derivatives | 1,753 | - | 1,753 |
| Interest from bank current accounts | 154 | 227 | (73) |
| Other financial income | 10 | 16 | (6) |
| Total | 1,917 | 750 | 1,167 |
| 2022 | 2021 | Change | |
|---|---|---|---|
| Expenses from hyperinflation | 9,023 | - | 9,023 |
| Interest paid to banks | 1,340 | 598 | 742 |
| Interest paid on finance lease contracts | 105 | 138 | (33) |
| Banking expenses | 222 | 302 | (80) |
| Exercise of A.R.C. option | - | 69 | (69) |
| Other financial expense | 342 | 72 | 270 |
| Financial expenses | 2,009 | 1,179 | 830 |
As from 2022, the effect of inflation accounting on the Turkish subsidiaries, which impacted some financial statement items and resulted in total expenses of €9,023 thousand, was reflected in the financial statements. For an appropriate and detailed analysis, please refer to the specific paragraph in the Explanatory Notes to these Financial Statements.
Other financial expenses include €140 thousand related to the discounting of long-term receivables from former shareholders of P.G.A. (Note 6).
In 2022, the Group reported net foreign exchange losses of €515 thousand, versus net losses of €7,399 thousand in 2021. The main portion of 2022 foreign exchange losses reflect the devaluation of the Turkish lira and arise from the translation into lira (the currency in which the financial statements of the Group's Turkish companies are prepared) of trade and financial payables denominated in euro.
In 2022, the Group recognised losses from equity investments of €48 thousand. This value refers to the capital loss generated by the deconsolidation of Handan ARC Burners Co. Ltd. The 51% stake, which was held indirectly through A.R.C. s.r.l., was sold to a third party during the first quarter of 2022.
| 2022 | 2021 | Change | |
|---|---|---|---|
| Current taxes for the year | 2,080 | 7,617 | (5,537) |
| Deferred tax assets and liabilities | (4,932) | (2,967) | (1,965) |
| Taxes related to previous financial years | (188) | 347 | (535) |
| Total | (3,040) | 4,997 | (8,037) |
Reconciliation between the tax burden booked in the financial statements and the theoretical tax burden calculated according to the statutory tax rates currently in force in Italy is shown in the following table:
| 2022 | 2021 | |
|---|---|---|
| Theoretical income tax | 2,909 | 7,411 |
| Permanent tax differences | 18 | 113 |
| Taxes related to previous financial years | (158) | (151) |
| Tax effect from different foreign tax rates | (112) | 227 |
| Effect of non-recoverable tax losses | 324 | 105 |
| "Energy intensive contribution" tax benefit | (515) | - |
| "Super and Iperammortamento" tax benefit | (749) | (844) |
| ACE tax benefit | (285) | (375) |
| Revaluation of fixed assets in Turkey | (3,661) | (1,161) |
| Tax incentives for investments in Turkey | (1,839) | (1,963) |
| Other differences | 479 | (164) |
| Income taxes booked in the accounts, excluding IRAP and | ||
| withholding taxes (current and deferred) | (3,589) | 3,198 |
| IRAP (current and deferred) | 480 | 1,211 |
| Substitute tax on realignment of property values | 69 | 106 |
| Provision for tax risks | - | 500 |
| Tax credit on sanitisation costs | - | (18) |
| Total | 3,040 | 4,997 |
Theoretical taxes were calculated applying the current corporate income tax (IRES) rate, i.e. 24%, to the pre-tax result. IRAP is not taken into account for the purpose of
reconciliation because, as it is a tax with a different assessment basis from pre-tax profit, it would generate distorting effects.
In these consolidated financial statements, the Group recognised:
Basic and diluted EPS are calculated based on the following data:
| Earnings | ||
|---|---|---|
| (€/000) | 2022 | 2021 |
| Profit for the year | 15,249 | 23,903 |
| Number of shares | ||
| 2022 | 2021 | |
| Weighted average number of ordinary shares for | 11,255,384 | 11,209,078 |
| determining basic earnings per share | ||
| Dilutive effect from potential ordinary shares | - | - |
| Weighted average number of ordinary shares for | ||
| determining diluted earnings per share | 11,255,384 | 11,209,078 |
| Earnings per share | ||
| (in €) | 2022 | 2021 |
| Basic earnings per share | 1.355 | 2.132 |
| Diluted earnings per share | 1.355 | 2.132 |
Basic earnings per share are calculated on the average number of outstanding shares minus treasury shares, equal to 278,066 in 2022 (324,372 in 2021).
Diluted earnings per share are calculated taking into account any shares approved but not yet subscribed.
On 1 June 2022, shareholders were paid an ordinary dividend of €0.60 per share (total dividends of €6,616 thousand in implementation of the shareholders' resolution of 28 April 2022.
For the current financial year, the Directors have proposed not to distribute dividends to shareholders.
Information by business segment for 2022 and 2021 is provided below
| 2022 FY | |||||
|---|---|---|---|---|---|
| Gas parts (household and professional) |
Hinges | Electronic components |
Unallocated Revenues and Costs |
Total | |
| Sales | 157,365 | 68,941 | 25,544 | 1,203 | 253,053 |
| Ebit | 10,588 | 6,677 | 8,723 | (4,101) | 21,887 |
| 2021 FY | ||||
|---|---|---|---|---|
| Gas parts (household and professional) |
Hinges | Electronic components |
Total | |
| Sales | 182,618 | 58,671 | 21,970 | 263,259 |
| Ebit | 23,649 | 6,292 | 7,567 | 37,508 |
In accordance with IFRS 7, a breakdown of the financial instruments is shown below, among the categories set forth in IAS 39:
| 31/12/2022 | 31/12/2021 | |
|---|---|---|
| Financial assets | ||
| Amortised cost | ||
| Cash and cash equivalents | 20,923 | 43,649 |
| Term bank deposits | 786 | 1,172 |
| Trade receivables and other receivables | 64,821 | 72,276 |
| Fair Value through profit or loss | ||
| Derivatives to hedge cash flows | 1,710 | - |
| Hedge accounting | ||
| Derivatives to hedge cash flows | - | 262 |
| Financial liabilities | ||
| Amortised cost | ||
| Loans | 107,212 | 110,909 |
| Other financial liabilities | 546 | 1,173 |
| Trade payables | 39,628 | 54,837 |
| Fair Value through profit or loss | ||
| Derivatives to hedge cash flows | - | 190 |
| Hedge accounting | ||
| Derivatives to hedge cash flows | 28 | 156 |
The Group is exposed to financial risks related to its operations, mainly:
It is part of the Sabaf Group's policies to hedge exposure to changes in prices and in fluctuations in exchange and interest rates via derivative financial instruments. Hedging is done using forward contracts, options or combinations of these instruments. Generally speaking, the maximum duration covered by such hedging does not exceed 18 months. The Group does not enter into speculative transactions. When the derivatives used for hedging purposes meet the necessary requisites, hedge accounting rules are followed.
Trade receivables involve producers of domestic appliances, multinational groups and smaller manufacturers in a few or single markets. The Group assesses the creditworthiness of all its customers at the start of supply and systemically at least on an annual basis. After this assessment, each customer is assigned a credit limit.
The Group factors receivables with factoring companies based on without recourse agreements, thereby transferring the related risk.
A credit insurance policy is in place, which guarantees cover for approximately 43% of trade receivables.
Credit risk relating to customers operating in emerging economies is generally attenuated by the expectation of revenue through letters of credit.
The key currencies other than the euro to which the Group is exposed are the US dollar, the Brazilian real and the Turkish lira, in relation to sales made in dollars (chiefly on some Asian and American markets) and the production units in Brazil and Turkey. Sales in US dollars represented 19.9% of total turnover in 2022, while purchases in dollars represented 5.4% of total turnover. During the year, operations in dollars were partially hedged through forward sales contracts. At 31 December 2022, the Group had in place forward sales contracts of USD 3.5 million, maturing in April 2023 at an average exchange rate of 1.06251. With reference to these contracts, the Group applies hedge accounting, checking compliance with IFRS 9.
The table below shows the balance sheet and income statement effects of forward sales contracts recognised under hedge accounting.
| (amounts in €/000) | 2022 |
|---|---|
| Reduction in financial assets | (37) |
| Increase in current financial liabilities | (129) |
| Adjustment to the Cash Flow Hedge reserve (equity reserve) | 147 |
| Negative impact through profit or loss | 899 |
The following table shows the characteristics of the derivative financial instruments described in the previous paragraph.
| Company | Counterparty | Instrument | Maturity | Value date |
Notional | Fair value hierarchy |
|---|---|---|---|---|---|---|
| Sabaf S.p.A. | MPS | Forward | 31/03/2023 | USD | 1,000,000 | |
| Faringosi Hinges s.r.l. |
BPER Banca | Forward | 30/03/2023 | USD | 500,000 | |
| MPS | 05/01/2023 | 500,000 | 2 | |||
| C.M.I. s.r.l. | BPER Banca | Forward | 05/01/2023 | USD | 500,000 | |
| 04/04/2023 | 1,000,000 |
With reference to financial assets and liabilities in US dollars at 31 December 2022, a hypothetical and immediate revaluation of 10% of euro against the dollar would have led to a loss of €1,803 thousand.
The net value of assets and liabilities in foreign subsidiaries constitutes an investment in foreign currency, which generates a translation difference on consolidation of the Group, with an impact on the comprehensive income statement and the financial position. The table below shows the impact on the Group's equity of a 10% increase or decrease in the value of each currency against the euro at the end of 2022:
| Value date | Effect on Group Shareholders' Equity |
|---|---|
| Brazilian real | +/- 1,613 |
| Turkish lira | +/- 8,616 |
| Mexican peso | +/- 583 |
| Indian Rupee | +/- 375 |
| Chinese renminbi | +/- 136 |
| US Dollar | +/- 13 |
| Total | +/- 11,336 |
Owing to the current trend in interest rates, the Group favours fixed-rate indebtedness: medium to long-term loans originated at a variable rate are converted to a fixed rate by entering into interest rate swaps (IRS) when the loan is opened. At 31 December 2022, IRS totalling €27.3 million were in place, mirrored in mortgages with the same residual debt, through which the Group transformed the floating rate of the mortgages into fixed rate. The derivative contracts were not designated as a cash flow hedge and were therefore recognised using the "fair value through profit or loss" method.
The following table shows the characteristics of the derivative financial instruments described in the previous paragraph.
| Company | Counterparty | Instrumen t |
Maturity | Value date |
Notional | Fair value hierarchy |
|---|---|---|---|---|---|---|
| MPS | 30/06/2023 | 500,000 | ||||
| Intesa Sanpaolo | 15/06/2024 | 3,600,000 | ||||
| Sabaf S.p.A. | Intesa Sanpaolo | IRS | 15/06/2024 | 1,110,000 | ||
| Crédit Agricole | 30/06/2025 | 6,600,000 | 2 | |||
| Mediobanca | 28/04/2027 | EUR | 12,830,000 | |||
| Intesa Sanpaolo | 31/03/2023 | 642,168 | ||||
| P.G.A. s.r.l. | Intesa Sanpaolo | 29/07/2025 | 446,684 | |||
| Sabaf Turkey | Intesa Sanpaolo | 17/06/2024 | 2,490,000 |
Considering the IRS in place, at the end of 2022 almost 81% of the Company's gross financial debt was at a fixed rate.
With reference to financial liabilities at variable rate at 31 December 2022, a hypothetical and immediate 1% increase in interest rates would have led to a loss of €202 thousand.
A significant portion of the Group's purchase costs is represented by aluminium, steel and brass. Metal prices rose sharply during 2022, forcing the Group to renegotiate sales prices several times to compensate for the increase in costs. Based on market conditions and contractual agreements, the Group may not be able to pass on changes in raw material prices to customers in a timely and/or complete manner, with consequent effects on margins. The Group also protects itself from the risk of changes in the price of aluminium, steel and brass with supply contracts signed with suppliers for delivery up to twelve months in advance or, alternatively, with derivative financial instruments. In 2022 and 2021, the Group did not use financial derivatives on commodities.
The Group operates with a debt ratio considered physiological (net financial debt/shareholders' equity at 31 December 2022 of 54.0%, net financial debt/EBITDA of 2.10) and has unused short-term lines of credit. To minimise the risk of liquidity, the Administration and Finance Department:
An analysis by expiry date of financial payables at 31 December 2022 and 31 December 2021 is shown below:
| Carrying value |
Contractual cash flows |
Within 3 months |
From 3 months to 1 year |
From 1 to 5 years |
More than 5 years |
|
|---|---|---|---|---|---|---|
| Short-term bank loans | 6,259 | 6,259 | 6,259 | - | - | - |
| Unsecured loans | 68,208 | 72,363 | 2,544 | 19,576 | 49,149 | 1,094 |
| Bond issue | 29,685 | 33,939 | - | 563 | 8,251 | 25,125 |
| Finance leases | 3,088 | 3,135 | 326 | 740 | 1,880 | 189 |
| Due to P.G.A. shareholders | 546 | 546 | 371 | - | 175 | - |
| Total financial payables | 107,786 | 116,242 | 9,500 | 20,879 | 59,455 | 26,408 |
| Trade payables | 39,628 | 39,628 | 36,092 | 3,536 | - | - |
| Total | 147,414 | 155,870 | 45,592 | 24,415 | 59,455 | 26,408 |
| Carrying value |
Contractual cash flows |
Within 3 months |
From 3 months to 1 year |
From 1 to 5 years |
More than 5 years |
|
|---|---|---|---|---|---|---|
| Short-term bank loans | 4,378 | 4,378 | 4,378 | - | - | - |
| Unsecured loans | 72,957 | 74,574 | 1,906 | 17,720 | 49,273 | 5,675 |
| Bond issue | 29,649 | 34,440 | - | 555 | 2,220 | 31,665 |
| Finance leases | 4,271 | 4,766 | 361 | 1,058 | 2,793 | 554 |
| Payables to C.M.I. shareholders |
1,173 | 1,173 | - | 1,173 | - | - |
| Total financial payables | 112,428 | 119,331 | 6,645 | 20,506 | 54,286 | 37,894 |
| Trade payables | 54,837 | 54,837 | 51,218 | 3,619 | - | - |
| Total | 167,265 | 174,168 | 57,863 | 24,125 | 54,286 | 37,894 |
The various due dates are based on the period between the end of the reporting period and the contractual expiry date of the commitments, the values indicated in the table correspond to non-discounted cash flows. Cash flows include the shares of principal and interest; for floating rate liabilities, the shares of interest are determined based on the value of the reference parameter at the end of the reporting period and increased by the spread set forth in each contract.
The revised IFRS 7 requires that financial instruments reported in the statement of financial position at fair value be classified based on a hierarchy that reflects the significance of the input used in determining the fair value. IFRS 7 makes a distinction between the following levels:
The following table shows the financial assets and liabilities valued at fair value at 31 December 2022, by hierarchical level of fair value assessment.
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Other financial assets (derivatives on interest rates) | - | 1,710 | - | 1,710 |
| Total liabilities | - | 1,710 | - | 1,710 |
Transactions between consolidated companies were derecognised from the consolidated financial statements and are not reported in these notes. The table below illustrates the impact of all transactions between the Group and other related parties on the balance sheet and income statement.
Impact of related-party transactions on balance sheet items
| Total 2022 |
Non-consolidated subsidiaries |
Other related parties |
Total related parties |
Impact on the total |
|
|---|---|---|---|---|---|
| Trade payables | 39,628 | - | 1 | 1 | 0.00% |
| Total 2021 |
Non-consolidated subsidiaries |
Other related parties |
Total related parties |
Impact on the total |
|
| Trade payables | 54,837 | - | 4 | 4 | 0.01% |
Impact of related-party transactions on income statement items
| Total 2022 |
Non consolidated subsidiaries |
Other related parties |
Total related parties |
Impact on the total |
|
|---|---|---|---|---|---|
| Services | (50,180) | - | (27) | (27) | 0.05% |
| Total 2021 |
Non consolidated subsidiaries |
Other related parties |
Total related parties |
Impact on the total |
|
| Services | (52,377) | - | (22) | (22) | 0.04% |
Transactions are regulated by specific contracts regulated at arm's length conditions.
Please see the 2022 Report on Remuneration for this information.
A plan for the free allocation of shares, approved by the Shareholders' Meeting of 6 May 2021, is in place; The related Regulations were approved by the Board of Directors on 13 May 2021.
The Plan aims to promote and pursue the involvement of the beneficiaries whose activities are considered relevant for the implementation of the contents and the achievement of the
objectives set out in the Business Plan, foster loyalty development and motivation of managers, by increasing their entrepreneurial approach as well as align the interests of management with those of the Company's shareholders more closely, with a view to encouraging the achievement of significant results in the economic and asset growth and sustainability of the Company and of the Group.
The subject-matter of the Plan is the free allocation to the Beneficiaries of a maximum of 260,000 Options, each of which entitles them to receive free of charge, under the terms and conditions provided for by the Regulations of the relevant Plan, 1 Sabaf S.p.A. Share. The free allocation of Sabaf S.p.A. shares is conditional on the achievement, in whole or in part, with progressiveness, of the business targets related to the ROI and EBITDA and social and environmental targets.
The Plan is intended for persons who hold or will hold key positions in the Company and/or its Subsidiaries, with reference to the implementation of the contents and the achievement of the objectives of the 2021 - 2023 Business Plan. A total of 226,000 Rights were allocated to the Beneficiaries already identified.
The 2021 - 2023 Plan expires on 31 December 2024.
In connection with this Plan, €1,134 (Note 28) were recognised in personnel costs during the year, an equity reserve of the same amount (Note 14) was recognised as a balancing entry.
In line with the date on which the beneficiaries became aware of the assignment of the rights and terms of the plan, the grant date was set at 13 May 2021.
The main assumptions made at the beginning of the vesting period and the methods for determining the fair value at the end of the reporting period are illustrated below. The following economic and financial parameters were taken into account in determining the fair value per share at the start of the vesting period:
| Share price on grant date adjusted for dividends | 23.09 |
|---|---|
| Dividend yield | 2.60% |
| Expected volatility per year | 28% |
| Interest rate per year | -0.40% |
Based on the exercise right at the different dates established by the Plan Regulations and on the estimate of the expected probability of achieving the objectives for each reference period, the unitary fair value at 31 December 2022 was determined as follows:
| Rights relating to business objectives measured on ROCE |
Total value on ROCE | 13.74 Fair Value |
||
|---|---|---|---|---|
| Rights on ROCE | 35% | 4.81 |
| Rights relating to business | Total value on EBITDA | 15.92 | ||
|---|---|---|---|---|
| objectives measured EBITDA | Rights on EBITDA | 40% | Fair Value | 6.37 |
| Rights relating to ESG objectives | Total value on "Personnel training" |
20.41 | ||
| measured on personnel training | Rights on "Personnel training" |
5% | Fair Value | 1.02 |
| Rights relating to ESG objectives | Total value on "Safety indicator" |
7.82 | 0.39 | |
| measured on safety indicator | Rights on "Safety indicator" |
5% | Fair Value | |
| Rights relating to ESG objectives | Total value on "Emission reduction" |
20.41 | 3.06 | |
| measured on emissions reduction | Rights on "Emission reduction" |
15% | Fair Value | |
| Fair value per share | 15.65 |
For the purposes of managing the Group's capital, it has been defined that this includes the issued share capital, the share premium reserve and all other capital reserves attributable to the shareholders of the Parent Company. The main objective of capital management is to maximise the value for shareholders. In order to maintain or correct its financial structure, the Group may intervene in dividends paid to shareholders, purchase its own shares, redeem capital to shareholders or issue new shares. The Group controls equity using a gearing ratio consisting of the ratio of net financial debt (as defined in Note 23) to shareholders' equity. The Group's policy is to keep this ratio below 1. In order to achieve this objective, the management of the Group's capital aims, among other things, to ensure that the covenants, linked to loans, which define the capital structure requirements, are complied with. Violations of covenants would allow the lenders to demand immediate repayment of loans (Note 15). During the current financial year, there were no breaches of the covenants linked to loans.
In the years ended 31 December 2022 and 2021, no changes were made to the objectives, policies and procedures for capital management.
Pursuant to the Consob memorandum of 28 July 2006, the Group declares that no significant non-recurring events or transactions, as defined by the memorandum, took place in 2022.
There were no important events after the 2022 reporting period.
Pursuant to CONSOB memorandum of 28 July 2006, the Group declares that no atypical and/or unusual transactions as defined by the CONSOB memorandum were carried out during 2022.
The Sabaf Group has issued sureties to guarantee consumer and mortgage loans granted by banks to Group employees for a total of €2,855 thousand (€3,443 thousand at 31 December 2021).
| Company name | Registered offices |
Share capital |
Shareholders | % ownership |
|---|---|---|---|---|
| Faringosi Hinges s.r.l. | Ospitaletto (BS) | EUR 90,000 |
Sabaf S.p.A. | 100% |
| Sabaf do Brasil Ltda | Jundiaí - São Paulo (Brazil) |
BRL 53,348,061 |
Sabaf S.p.A. | 100% |
| Sabaf Beyaz Esya Parcalari Sanayi Ve Ticaret Limited Sirteki (Sabaf Turkey) |
Manisa (Turkey) | TRY 340,000,000 |
Sabaf S.p.A. | 100% |
| Okida Elektronik Sanayi ve | TRY | Sabaf S.p.A. | 30% | |
| Tickaret A.S | Istanbul (Turkey) | 5,000,000 | Sabaf Turkey | 70% |
| Sabaf Appliance Components Ltd. |
Kunshan (China) | CNY 69,951,149 |
Sabaf S.p.A. | 100% |
| Sabaf US Corp. | Plainfield (USA) | USD 200,000 |
Sabaf S.p.A. | 100% |
| Sabaf India Private Limited | Bangalore (India) | INR 224,692,120 |
Sabaf S.p.A. | 100% |
| A.R.C. s.r.l. | Campodarsego (PD) |
EUR 45,000 |
Sabaf S.p.A. | 100% |
| Sabaf Mexico Appliance Components |
San Louis Potosì (Mexico) |
PESOS 141,003,832 |
Sabaf S.p.A. | 100% |
| C.M.I. Cerniere Meccaniche Industriali s.r.l. |
Valsamoggia (BO) | EUR 1,000,000 |
Sabaf S.p.A. | 100% |
| C.G.D. s.r.l. | Valsamoggia (BO) | EUR 26,000 |
C.M.I. s.r.l. | 100% |
| P.G.A. s.r.l. | Fabriano (AN) | EUR 100,000 |
Sabaf S.p.A. | 100% |
| PGA2.0 s.r.l. | Fabriano (AN) | EUR 10,000 | P.G.A. s.r.l. | 100% |
Sabaf Group | Consolidated financial statements at 31 December 2022 78
| Name of the parent company: | Sabaf S.p.A. | ||
|---|---|---|---|
| Legal status: | Joint-stock company (S.p.A.) | ||
| Domicile of entity: | Italy | ||
| Registered and administrative office: | Via dei Carpini, 1 – | 25035 Ospitaletto ( BS) - Italy |
|
| Main place of business: | Via dei Carpini, 1 – | 25035 Ospitaletto ( BS) - Italy |
|
| Country of registration: | Italy | ||
| Contacts: | Tel: Fax: E-mail: Web site: |
+39 030 - 6843001 +39 030 - 6848249 [email protected] www.sabafgroup.com |
|
| Tax information: | REA Brescia 347512 Tax Code VAT number |
03244470179 01786910982 |
The purpose of the company is the design, production and sale of gas fittings and burners, thermostats, safety valves, other components and accessories for household appliances, as well as sanitary and plumbing fittings in general. The purpose of the company is also the design, construction and trade of machine tools, automation systems in general and related equipment, tools, as well as the provision of related maintenance, repair, support and business organisation services. The company, within the limits set by the relevant regulations in force, may carry out any other security, property, industrial and commercial transaction that is deemed necessary, appropriate or useful for the achievement of the company purpose. It may acquire shareholdings in other companies whose purpose is similar or related to its own as well as provide personal guarantees or collaterals including mortgages also for third parties' obligations provided that such activities do not take precedence over the company's business and are not carried out vis-à-vis the public and therefore within the limits and in the manner provided for by Legislative Decree No. 385/93; the company can perform the management and coordination function with regard to its subsidiaries, providing the organisational, technical, managerial and financial support and coordination deemed appropriate. However, the activities reserved to investment companies under Legislative Decree No. 41 5/96, and pursuant to the relevant provisions in force, are excluded.
The following table, prepared pursuant to Art. 149-duodecies of the CONSOB Issuers' Regulation, shows fees relating to 2022 for auditing and for services other than auditing provided by the Independent Auditors and their network.
| (in thousands of Euro) | Party providing the service |
Recipient | Fees pertaining to the 2022 financial year |
|---|---|---|---|
| EY S.p.A. | Parent company | 41 | |
| Audit | EY S.p.A. | Italian subsidiaries | 39 |
| EY network | Foreign subsidiaries | 55 | |
| Other services | EY S.p.A. | Parent company | 35(1) |
| EY S.p.A. | Italian subsidiaries | 5(2) | |
| Total | 175 |
(1) Auditing procedures agreement relating to interim management reports; limited review of Disclosure of nonfinancial information.
(2) Certification of tax credit for research and development and training 4.0.
Pietro Iotti, the Chief Executive Officer, and Gianluca Beschi, the Financial Reporting Officer of Sabaf S.p.A., have taken into account the requirements of Article 154-bis, paragraphs 3 and 4, of Legislative Decree 58 of 24 February 1998 and can certify:
of the administrative and accounting procedures for the formation of the consolidated financial statements during the 2022 financial year.
Chief Executive Officer Pietro Iotti
The Financial Reporting Officer Gianluca Beschi
| Chairman | Claudio Bulgarelli |
|---|---|
| Vice Chairman (*) | Nicla Picchi |
| Chief Executive Officer | Pietro Iotti |
| Director | Gianluca Beschi |
| Director | Cinzia Saleri |
| Director | Alessandro Potestà |
| Director (*) | Carlo Scarpa |
| Director (*) | Daniela Toscani |
| Director (*) | Stefania Triva |
(*) Independent directors
Board of Statutory Auditors
| Chairman | Alessandra Tronconi |
|---|---|
| Statutory Auditor | Alessandra Zunino de Pignier |
| Statutory Auditor | Mauro Vivenzi |
Independent Auditors
EY S.p.A.
| (in €) | NOTES | 31/12/2022 | 31/12/2021 |
|---|---|---|---|
| ASSETS | |||
| NON-CURRENT ASSETS | |||
| Property, plant and equipment | 1 | 47,621,810 | 48,593,970 |
| Investment property | 2 | 983,333 | 2,311,476 |
| Intangible assets | 4 | 5,429,576 | 3,778,108 |
| Equity investments | 5 | 112,505,434 | 84,512,138 |
| Non-current financial assets | 6 | 10,375,117 | 10,707,311 |
| of which from related parties - |
39 | 10,375,117 | 10,707,311 |
| Non-current receivables | 7 | 634,348 | 31,852 |
| Deferred tax assets | 23 | 3,047,631 | 3,322,620 |
| Total non-current assets | 180,597,248 | 153,257,475 | |
| CURRENT ASSETS | |||
| Inventories | 8 | 26,911,220 | 33,985,939 |
| Trade receivables | 9 | 28,315,040 | 45,194,276 |
| of which from related parties - |
39 | 8,108,979 | 15,210,599 |
| Tax receivables | 10 | 5,060,805 | 1,462,789 |
| of which from related parties - |
39 | 1,208,542 | 766,557 |
| Other current receivables | 11 | 1,208,792 | 1,929,121 |
| Current financial assets | 12 | 2,901,373 | 1,172,947 |
| of which from related parties - |
39 | 1,300,000 | 0 |
| Cash and cash equivalents | 13 | 2,604,007 | 29,733,148 |
| Total current assets | 67,001,238 | 113,478,220 | |
| ASSETS HELD FOR SALE | 3 | 525,660 | 0 |
| TOTAL ASSETS | 248,124,145 | 266,735,695 | |
| SHAREHOLDERS' EQUITY AND LIABILITIES | |||
| SHAREHOLDERS' EQUITY | |||
| Share capital | 14 | 11,533,450 | 11,533,450 |
| Retained earnings, Other reserves | 97,244,927 | 92,831,829 | |
| Profit for the year | 2,246,997 | 10,043,877 | |
| Total shareholders' equity | 111,025,374 | 114,409,156 | |
| NON-CURRENT LIABILITIES | |||
| Loans | 16 | 76,336,237 | 82,515,298 |
| Post-employment benefit and retirement provisions | 18 | 1,587,836 | 1,779,634 |
| Provisions for risks and charges | 19 | 354,595 | 851,081 |
| Deferred tax liabilities | 23 | 721,195 | 323,942 |
| Total non-current liabilities | 78,999,863 | 85,469,955 | |
| CURRENT LIABILITIES | |||
| Loans | 16 | 27,241,978 | 19,010,029 |
| of which from related parties - |
39 | 2,500,000 | 0 |
| Other financial liabilities | 17 | 561,117 | 1,393,611 |
| Trade payables | 20 | 21,167,682 | 33,677,766 |
| of which from related parties - |
39 | 1,056,744 | 1,533,149 |
| Tax payables | 21 | 621,929 | 3,374,435 |
| of which from related parties - |
39 | 24,397 | 54,720 |
| Other payables Total current liabilities |
22 | 8,506,203 58,098,908 |
9,400,743 66,856,584 |
| LIABILITIES HELD FOR SALE | 0 | 0 | |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 248,124,145 | 266,735,695 |
| NOTES | 2022 | 2021 | |
|---|---|---|---|
| (in €) | |||
| INCOME STATEMENT COMPONENTS | |||
| OPERATING REVENUE AND INCOME | |||
| Revenue | 25 | 119,089,523 | 144,033,787 |
| of which from related parties - |
39 | 17,099,638 | 20,212,450 |
| Other income | 26 | 6,511,215 | 6,195,079 |
| of which from related parties - |
39 | 2,921,090 | 2,029,702 |
| Total operating revenue and income | 125,600,738 | 150,228,866 | |
| OPERATING COSTS | |||
| Materials | 27 | (52,970,888) | (72,122,067) |
| of which from related parties - |
39 | (3,249,022) | (3,315,935) |
| Change in inventories | (7,074,719) | 12,473,605 | |
| Services | 28 | (28,629,203) | (34,254,138) |
| of which to related parties - |
39 | (420,521) | (446,675) |
| Personnel costs | 29 | (30,575,199) | (34,780,110) |
| Other operating costs | 30 | (900,987) | (727,503) |
| Costs for capitalised in-house work | 3,068,203 | 2,259,389 | |
| Total operating costs | (117,082,793) | (127,150,823) | |
| OPERATING PROFIT BEFORE DEPRECIATION AND AMORTISATION, | |||
| CAPITAL GAINS/LOSSES, WRITE-DOWNS/WRITE-BACKS OF NON-CURRENT ASSETS |
8,517,946 | 23,078,043 | |
| Depreciations and amortisation | 1,2,3,4 | (8,485,132) | (9,179,378) |
| Capital gains/(losses) on disposal of non-current assets | 1,565,126 | 238,136 | |
| of which to related parties - |
39 | 1,362,808 | 110,367 |
| Write-downs/write-backs of non-current assets | 5 | (808,000) | (300,000) |
| of which to related parties - |
39 | (808,000) | (300,000) |
| EBIT | 789,939 | 13,836,801 | |
| Financial income | 31 | 1,973,664 | 318,425 |
| of which to related parties - |
39 | 309,025 | 255,441 |
| Financial expenses | 32 | (1,573,474) | (530,464) |
| Exchange rate gains and losses | 33 | 353,659 | 426,824 |
| Profits and losses from equity investments | 34 | 177,833 | 175,504 |
| of which to related parties - |
177,833 | 175,504 | |
| PROFIT BEFORE TAXES | 1,721,620 | 14,227,088 | |
| Income taxes | 35 | 525,377 | (4,183,212) |
| PROFIT FOR THE YEAR | 2,246,997 | 10,043,877 |
| 2022 | 2021 | |
|---|---|---|
| (in €) | ||
| PROFIT FOR THE YEAR | 2,246,997 | 10,043,877 |
| Total profits/losses that will not be subsequently reclassified under profit (loss) for the year |
||
| Actuarial evaluation of post-employment benefit | 169,215 | 3,334 |
| Tax effect | (40,612) | (800) |
| 128,603 | 2,534 | |
| Total profits/losses that will not be subsequently reclassified under profit (loss) for the year |
||
| Hedge accounting for derivative financial instruments | 57,857 | (198,499) |
| Total other profits/(losses) net of taxes for the year | 186,460 | (195,965) |
| TOTAL PROFIT | 2,433,457 | 9,847,912 |
| (€/000) | Share Capital |
Share premium reserve |
Legal reserve |
Treasury shares |
Actuarial evaluation of post employment benefit provision |
Other reserves |
Profit for the year |
Total shareholders' equity |
|---|---|---|---|---|---|---|---|---|
| Balance at 31 December 2020 | 11,533 | 10,002 | 2,307 | (4,341) | (529) | 84,547 | 6,409 | 109,928 |
| Allocation of 2020 profit: - Payment of dividends - to the extraordinary reserve |
237 | (6,172) (237) |
(6,172) 0 |
|||||
| Stock grant plan (IFRS 2) | 805 | 805 | ||||||
| Treasury share transactions | 437 | (437) | 0 | |||||
| Total profit at 31 December 2021 |
2 | (198) | 10,044 | 9,848 | ||||
| Balance at 31 December 2021 | 11,533 | 10,002 | 2,307 | (3,904) | (526) | 84,953 | 10,044 | 114,409 |
| Allocation of 2021 profit: - Payment of dividends - to the extraordinary reserve |
3,286 | (6,758) (3,286) |
(6,758) 0 |
|||||
| Stock grant plan (IFRS 2) | 1,134 | 1,134 | ||||||
| Treasury share transactions | 682 | (875) | (193) | |||||
| Total profit at 31 December 2022 |
128 | 58 | 2,247 | 2,433 | ||||
| Balance at 31 December 2022 | 11,533 | 10,002 | 2,307 | (3,222) | (399) | 88,557 | 2,247 | 111,025 |
Sabaf Group | Sabaf S.p.A. Financial Statements at 31 December 2022 87
| (€/000) | 2022 FY | 2021 FY |
|---|---|---|
| Cash and cash equivalents at beginning of year | 29,733 | 1,595 |
| Profit for the year | 2,247 | 10,044 |
| Adjustments for: | ||
| - Depreciations and amortisation | 8,485 | 9,179 |
| - Realised gains | (1,565) | (238) |
| - Write-downs of non-current assets | 808 | 300 |
| - Profits and losses from equity investments | (178) | (176) |
| - Valuation of the stock grant plan | 1,134 | 805 |
| - Net financial income and expenses | (400) | 212 |
| - Non-monetary foreign exchange differences | (361) | (340) |
| - Income tax | (525) | 4,183 |
| Change in post-employment benefit | (63) | (147) |
| Change in risk provisions | (496) | 3 |
| Change in trade receivables | 16,879 | (170) |
| Change in inventories | 7,075 | (12,474) |
| Change in trade payables | (12,510) | 7,474 |
| Change in net working capital | 11,444 | (5,170) |
| Change in other receivables and payables, deferred taxes | (973) | 487 |
| Payment of taxes | (4,360) | (1,738) |
| Payment of financial expenses | (1,472) | (530) |
| Collection of financial income | 372 | 318 |
| Cash flows from operations | 14,097 | 17,187 |
| Investments in non-current assets | ||
| - intangible | (2,749) | (1,934) |
| - tangible | (8,435) | (9,288) |
| - financial | (27,284) | (19,288) |
| Disposal of non-current assets | 4,632 | 2,103 |
| Cash flow absorbed by investments | (33,836) | (28,407) |
| Free cash flow | (19,739) | (11,220) |
| Repayment of loans | (19,368) | (23,032) |
| Raising of loans | 19,728 | 73,229 |
| Change in financial assets | 624 | (4,842) |
| Purchase/Sale of treasury shares | (1,862) | - |
| Payment of dividends | (6,690) | (6,172) |
| Collection of dividends | 178 | 175 |
| Cash flow absorbed by financing activities | (7,390) | 39,358 |
| Total cash flows | (27,129) | 28,138 |
| Cash and cash equivalents at end of year (Note 13) | 2,604 | 29,733 |
The separate financial statements of Sabaf S.p.A. for the financial year 2022 have been prepared in compliance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and adopted by the European Union. Reference to IFRS also includes all current International Accounting Standards (IAS).
The separate financial statements are drawn up in euro, which is the currency in the economy in which the Company operates. The income statement, the comprehensive income statement and the statement of financial position schedules are prepared in euro, while the statement of cash flows, the statement of changes in shareholders' equity and the values reported in the explanatory notes are in thousands of euro.
The financial statements have been prepared on a historical cost basis except for some revaluations of property, plant and equipment undertaken in previous years, and are considered a going concern. With reference to this assumption, the Company assessed that it is a going concern (as defined by paragraphs 25 and 26 of IAS 1), also due to the strong competitive position, high profitability and solidity of the financial structure.
Sabaf S.p.A., as the Parent Company, also prepared the consolidated financial statements of the Sabaf Group at 31 December 2022.
The Company adopted the following formats:
Use of these formats permits the most meaningful representation of the Company's capital, business and financial status.
The accounting standards and policies applied for the preparation of the separate financial statements at 31 December 2022, unchanged versus the previous year, are shown below:
These are recognised at purchase or manufacturing cost. The cost includes directly chargeable ancillary costs. These costs also include revaluations undertaken in the past based on monetary revaluation rules or pursuant to company mergers.
Depreciation is calculated according to rates deemed appropriate to spread the carrying value of tangible assets over their useful working life. Estimated useful working life in years, unchanged compared to previous financial years, is as follows:
| Buildings | 33 |
|---|---|
| Light constructions | 10 |
| General plant | 10 |
| Specific plant and machinery | 6 – 10 |
| Equipment | 4 |
| Furniture | 8 |
| Electronic equipment | 5 |
| Vehicles and other transport means | 5 |
Ordinary maintenance costs are expensed in the year in which they are incurred; costs that increase the asset value or useful working life are capitalised and depreciated according to the residual possibility of utilisation of the assets to which they refer.
Land is not depreciated.
The Company assesses at the time of signing an agreement whether it is, or contains, a lease, or if the contract gives the right to control the use of an identified asset for a period of time in exchange for a consideration.
The Company adopts a single recognition and measurement model for all leases according to which the assets acquired relating to the right of use are shown under assets at purchase value less depreciation, any impairment losses and adjusted for any re-measurement of lease liabilities.
Assets are depreciated on a straight-line basis from the starting date of the agreement until the end of the useful life of the asset or the end of the lease agreement, whichever comes first. Set against recognition of such assets, the amounts payable to the lessor, are posted among shortand medium-/long-term payables, by measuring them at the present value of the lease payments not yet made. Moreover, financial charges pertaining to the period are charged to the income statement.
The Company applied IFRS 16 from 1 January 2019 by using the amended retrospective approach.
In adopting IFRS 16, the Company made use of the exemption granted in paragraph 5 a) in relation to leases with a duration of less than 12 months (known as short-term leases) and the exemption granted in paragraph 5 b) in relation to lease agreements whose underlying asset is a low-value asset. For these agreements, lease payments are recognised in the income statement on a straight-line basis for the duration of the respective agreements.
When evaluating the lease liabilities, Sabaf S.p.A. discounted the payments due for the lease using the incremental borrowing rate, the weighted average of which was 1.5% on 31 December 2022.
The lease term is calculated based on the non-cancellable period of the lease, including the periods covered by the option to extend or to terminate the lease if it is reasonably certain that
those options will be exercised or not exercised, taking account of all relevant factors that create an economic incentive relating to those decisions.
The Company classifies non-current assets as held for sale if their carrying value will be recovered mainly through a sale transaction, rather than through their continued use. These non-current assets classified as held for sale are measured at the lower of their carrying value and their fair value less costs to sell. Selling costs are the additional costs directly attributable to the sale, excluding financial expenses and taxes.
The condition for classification as held for sale is only met when the sale is highly probable and the asset is available for immediate sale in its present condition. The actions required to complete the sale should indicate that significant changes to the sale are unlikely or that the sale will be cancelled. Management must be committed to the sale, which should be completed within one year from the date of classification.
Depreciation of property, plant and equipment and amortisation of intangible assets stops when they are classified as available for sale.
Assets and liabilities classified as held for sale are presented separately in the financial statements.
Investment property is valued at cost, including revaluations undertaken in the past based on monetary revaluation rules or pursuant to company mergers.
The depreciation is calculated based on the estimated useful life, considered to be 33 years.
If the recoverable amount of the investment property – determined based on the market value of the properties – is estimated to be lower than its carrying value, the asset's carrying value is reduced to the lower recoverable amount, recognising impairment in the income statement.
When there is no longer any reason for a write-down to be maintained, the carrying value of the asset (or cash generating unit) is increased to the new value stemming from the estimate of its recoverable amount – but not beyond the net carrying value that the asset would have had if it had not been written down for impairment. Reversal of impairment loss is recognised in the income statement.
As established by IAS 38, intangible assets acquired or internally produced are recognised as assets when it is probable that use of the asset will generate future economic benefits and when asset cost can be measured reliably. If it is considered that these future economic benefits will not be generated, the development costs are written down in the year in which this is ascertained.
Such assets are measured at purchase or production cost and - if the assets concerned have a finite useful life - are amortised on a straight-line basis over their estimated useful life.
The useful life of projects for which development costs are capitalised is estimated to be 10 years.
The SAP management system is amortised over five years.
Equity investments in subsidiaries, associates and joint ventures are stated in the accounts at cost. In accordance with IAS 36, the value recognised in the financial statements is subject to an impairment test if there are indications of possible impairment.
Equity investments in companies other than subsidiaries, associates and joint ventures are classified as financial assets measured at fair value, which normally corresponds to the transaction price including directly attributable transaction costs. Subsequent changes in fair value are recognised in the Income statement (FVPL) or, if the option is exercised in accordance with the standard, in the Statement of comprehensive income (FVOCI) under the heading "Instrument reserve at FVOCI".
At each end of the reporting period, Sabaf S.p.A. reviews the carrying value of its property, plant and equipment, intangible assets and equity investments to determine whether there are signs of impairment of these assets. If there is any such indication, the recoverable amount of said assets is estimated so as to determine the total of the write-down. If it is not possible to estimate the recoverable amount individually, the Company estimates the recoverable amount of the cash generating unit (CGU) to which the asset belongs. In particular, the recoverable amount of the cash generating units (which generally coincide with the legal entity to which the capitalised assets refer) is verified by determining the value of use. The recoverable amount is the higher of the net selling price and value of use. In measuring the value of use, future cash flows net of taxes, estimated based on past experience, are discounted to their present value using a pre-tax rate that reflects current market valuations of the present cost of money and specific asset risk. The main assumptions used for calculating the value of use concern the discount rate, growth rate, expected changes in selling prices and cost trends during the period used for the calculation. The growth rates adopted are based on future market expectations in the relevant sector. Changes in the sales prices are based on past experience and on the expected future changes in the market. The Company prepares operating cash flow forecasts based on the most recent budgets approved by the Boards of Directors of the investees, draws up four-year forecasts and determines the terminal value (current value of perpetual income), which expresses the medium- and long-term operating flows in the specific sector.
Furthermore, the Company checks the recoverable amount of its investees at least once a year when the separate financial statements are prepared.
If the recoverable amount of an asset (or CGU) is estimated to be lower than its carrying value, the asset's carrying value is reduced to the lower recoverable amount, recognising impairment of value in the income statement.
When there is no longer any reason for a write-down to be maintained, the carrying value of the asset (or cash generating unit) is increased to the new value stemming from the estimate of its recoverable amount – but not beyond the net carrying value that the asset would have had if it had not been written down for impairment. Reversal of impairment loss is recognised in the income statement.
Inventories are measured at the lower of purchase or production cost – determined using the weighted average cost method – and the corresponding fair value represented by the replacement cost for purchased materials and by the presumed realisable value for finished and semi-processed products – calculated taking into account any manufacturing costs and direct selling costs yet to be incurred. Inventory cost includes accessory costs and the portion of direct and indirect manufacturing costs that can reasonably be assigned to inventory items. Inventories subject to obsolescence and low turnover are written down in relation to their possibility of use or realisation. Inventory write-downs are derecognised in subsequent years if the reasons for such write-downs cease to exist.
Upon initial recognition, financial assets are classified, as the case may be, on the basis of subsequent measurement methods, i.e. at amortised cost, at fair value recognised in other comprehensive income (OCI) and at fair value recognised in the income statement.
The classification of financial assets at initial recognition depends on the characteristics of the contractual cash flows of the financial assets and on the business model that the Company uses to manage them.
Trade receivables that do not contain a significant financing component are valued at the transaction price determined in accordance with IFRS 15. See the "Revenue from Contracts with Customers" paragraph.
Other financial assets are recognised at fair value plus, in the case of a financial asset not at fair value recognised in the income statement, transaction costs.
For a financial asset to be classified and measured at amortised cost or at fair value recognised in OCI, it must generate cash flows that depend solely on the principal and interest on the amount of principal to be repaid (known as 'solely payments of principal and interest (SPPI)'). This measurement is referred to as the SPPI test and is carried out at the instrument level.
The measurement of financial liabilities depends on their classification, as described below.
This category is the most important for the Company. The Company measures the financial assets at amortised cost if both of the following requirements are met:
Financial assets at amortised cost are subsequently measured using the effective interest method and are subject to impairment. Gains and losses are recognised in the income statement when the asset is derecognised, modified or revalued.
Financial assets at amortised cost of the Company include trade receivables.
This category includes all assets held for trading, assets designated at initial recognition as financial assets measured at fair value with changes recognised in the income statement, or financial assets that must be measured at fair value. Assets held for trading are all those assets acquired for sale or repurchase in the short term. Derivatives, separated or otherwise, are classified as financial instruments held for trading, unless they are designated as effective hedging instruments. Financial assets with cash flows that are not represented solely by principal and interest payments are classified and measured at fair value through profit or loss, regardless of the business model. Financial instruments at fair value with changes recognised in the income statement are recognised in the statement of financial position at fair value and net changes in fair value through profit or loss. This category includes derivative instruments.
The Company does not hold financial assets as financial assets at fair value through profit or loss with reclassification of cumulative gains and losses or financial assets as financial assets at fair value through profit or loss without reversal of cumulative gains and losses upon derecognition.
A financial asset (or, if applicable, part of a financial asset or part of a group of similar financial assets) is firstly written off (e.g. removed from the statement of financial position of the Company) when:
If the Company has transferred the rights to receive financial flows from an asset or has signed an agreement on the basis of which it retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the financial flows to one or more beneficiaries (pass-through), it considers whether or to what extent it has retained the risks and benefits concerning the ownership. If it has not substantially transferred or retained all the risks and benefits or has not lost control over it, the asset continued to be recognised in the financial statements of the Company to the extent of its residual involvement in the asset itself. In this case, the company also recognises an associated liability. The transferred asset and the associated liability are measured in such a way as to reflect the rights and obligations that pertain to the Company. When the residual involvement of the entity is a guarantee in the transferred asset, the involvement is measured based on the amount of the asset or the maximum amount of the consideration received that the entity could be obliged to pay, whichever lower.
Provisions for risks and charges are provisioned to cover losses and debts, the existence of which is certain or probable, but whose amount or date of occurrence cannot be determined at the end of the year. Provisions are stated in the statement of financial position only when a legal or implicit obligation exists that determines the use of resources with an impact on profit and loss to meet that obligation and the amount can be reliably estimated. If the effect is significant, the provisions are calculated by updating future cash flows estimated at a rate including taxes such as to reflect current market valuations of the current value of the cash and specific risks associated with the liability.
The post-employment benefit is provisioned to cover the entire liability accruing vis-à-vis employees in compliance with current legislation and with national and supplementary company collective labour contracts. This liability is subject to revaluation via application of indices fixed by current regulations. Up to 31 December 2006, post-employment benefits were considered defined-benefit plans and accounted for in compliance with IAS 19, using the projected unit-credit method. The regulations of this fund were amended by Italian Law no. 296 of 27 December 2006 and subsequent Decrees and Regulations issued during the first months of 2007. In the light of these changes, and, in particular, for companies with at least 50 employees, post-employment benefits must now be considered a defined-benefit plan only for the portions accruing before 1 January 2007 (and not yet paid as at the end of the reporting period). Conversely, portions accruing after that date are treated as defined-contribution plans. Actuarial gains or losses are recognised immediately under "Other total profits/(losses)".
All financial liabilities are initially recognised at fair value, in addition to directly attributable transaction costs in case of mortgages, loans and payables.
The Company's financial liabilities include trade payables and other payables, mortgages and loans, including current account overdrafts and derivative financial instruments.
The measurement of financial liabilities depends on their classification, as described below.
Financial liabilities at fair value with changes recognised in the income statement include liabilities held for trading and financial liabilities initially recognised at fair value, with changes recognised in the income statement. Liabilities held for trading are those liabilities acquired in order to discharge or transfer them in the short term. This category also includes derivative financial instruments subscribed by the Company and not designated as hedging instruments in a hedging relationship pursuant to IFRS 9. Embedded derivatives, separated from the main contract, are classified as financial instruments held for trading, unless they are designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognised in the income statement. Financial liabilities are designated at fair value with changes recognised in the income statement from the date of initial recognition, only if the criteria of IFRS 9 are met.
This is the most important category for the Company and includes interest-bearing payables and loans. After initial statement, loans are valued using the amortised cost approach, applying the effective interest rate method. Gains and losses are recognised in the income statement when the liability is discharged, as well as through the amortisation process. Amortised cost is calculated by recognising the discount or premium on the acquisition and the fees or costs that are an integral part of the effective interest rate. Amortisation at the effective interest rate is included in financial expenses in the income statement.
A financial liability is derecognised when the obligation underlying the liability is discharged, cancelled or fulfilled. If an existing financial liability is replaced by another from the same lender, at substantially different conditions, or if the conditions of an existing liability are substantially changed, this replacement or change is treated as a derecognition of the original liability accompanied by the recognition of a new liability, with any differences between the carrying values recognised in the income statement.
Receivables and payables originally expressed in foreign currencies are converted into euro at the exchange rates in force on the date of the transactions originating them. Forex differences realised upon collection of receivables and payment of payables in foreign currency are posted in the income statement. Income and costs relating to foreign-currency transactions are converted at the rate in force on the transaction date.
At year-end, assets and liabilities expressed in foreign currencies are posted at the spot exchange rate in force at the end of the reporting period and related foreign exchange gains and losses are posted in the income statement. If conversion generates a net gain, this value constitutes a nondistributable reserve until it is effectively realised.
The Company's business is exposed to financial risks relating to changes in exchange rates, commodity prices and interest rates. The Company may decide to use derivative financial instruments to hedge these risks.
Derivatives are initially recognised at cost and are then adjusted to fair value on subsequent closing dates.
Changes in the fair value of derivatives designated and recognised as effective for hedging future cash flows relating to the Company's contractual commitments and planned transactions are recognised directly in shareholders' equity, while the ineffective portion is immediately posted in the income statement. If the contractual commitments or planned transactions materialise in the recognition of assets or liabilities, when such assets or liabilities are recognised, the gains or losses on the derivative that were directly recognised in equity are factored back into the initial valuation of the cost of acquisition or carrying value of the asset or liability. For cash flow hedges that do not lead to recognition of assets or liabilities, the amounts that were directly recognised in equity are included in the income statement in the same period when the contractual commitment or planned transaction hedged impacts profit and loss – for example, when a planned sale actually takes place.
For effective hedges of exposure to changes in fair value, the item hedged is adjusted for the changes in fair value attributable to the risk hedged and recognised in the income statement. Gains and losses stemming from the derivative's valuation are also posted in the income statement.
Changes in the fair value of derivatives not designated as hedging instruments are recognised in the income statement in the period when they occur.
Hedge accounting is discontinued when the hedging instrument expires, is sold or is exercised, or when it no longer qualifies as a hedge. At this time, the cumulative gains or losses of the hedging instrument recognised in equity are kept in the latter until the planned transaction actually takes place. If the transaction hedged is not expected to take place, cumulative gains or losses recognised directly in equity are transferred to the year's income statement.
Embedded derivatives included in other financial instruments or contracts are treated as separate derivatives when their risks and characteristics are not strictly related to those of their host contracts and the latter are not measured at fair value with posting of related gains and losses in the income statement.
Revenue is recognised net of return sales, discounts, allowances and bonuses, as well as of the taxes directly associated with sale of goods and rendering of services.
Sales revenue is recognised when the company has transferred the significant risks and benefits associated with ownership of the goods and the amount of revenue can be reliably measured. Revenues of a financial nature are recognised on an accrual basis.
Finance income includes interest receivable on funds invested and income from financial instruments, when not offset as part of hedging transactions. Interest income is recognised in the income statement at the time of vesting, taking effective output into consideration.
Financial expenses include interest payable on financial debt calculated using the effective interest method and bank expenses. All the other financial expenses are recognised as costs for the year in which they are incurred.
Income taxes include all taxes calculated on the Company's taxable income. Income taxes are directly recognised in the income statement, with the exception of those concerning items directly debited or credited to shareholders' equity, in which case the tax effect is recognised directly in shareholders' equity. Other taxes not relating to income, such as property taxes, are included among operating expenses. Deferred taxes are provisioned in accordance with the global liability provisioning method. They are calculated on all temporary differences that emerge from the taxable base of an asset or liability and its carrying value. Current and deferred tax assets and liabilities are offset when income taxes are levied by the same tax authority and when there is a legal right to settle on a net basis. Deferred tax assets and liabilities are measured using the tax rates that are expected to be applicable in the years when temporary differences will be realised or settled.
Dividends are posted on an accrual basis when the right to receive them materialises, i.e. when shareholders approve dividend distribution.
Treasury shares are booked as a reduction of shareholders' equity. The carrying value of treasury shares and revenues from any subsequent sales are recognised in the form of changes in shareholders' equity.
Some of the Company employees receive part of the remuneration in the form of share-based payments, therefore employees provide services in exchange for shares ("equity-settled transactions"). The cost of equity-settled transactions is determined by the fair value at the date on which the assignment is made using an appropriate measurement method, as explained in more detail in Note 46.
This cost, together with the corresponding increase in shareholders' equity, is recognised under personnel costs (Note 29) over the period in which the conditions relating to the achievement of objectives and/or the provision of the service are met. The cumulative costs recognised for such transactions at the end of each reporting period up to the vesting date are commensurate with the expiry of the vesting period and the best estimate of the number of equity instruments that will actually vest.
Service or performance conditions are not taken into account when defining the fair value of the plan at the assignment date. However, the probability of these conditions being met is taken into account when defining the best estimate of the number of equity instruments that will vest. Market conditions are reflected in the fair value at the assignment date. Any other condition related to the plan that does not involve a service obligation is not considered to be a vesting condition. Non-vesting conditions are reflected in the fair value of the plan and result in the immediate recognition of the cost of the plan, unless there are also service or performance conditions.
No cost is recognised for rights that do not vest in that the performance and/or service conditions are not met. When the rights include a market condition or a non-vesting condition, these are treated as if they had vested regardless of whether the market conditions or other non-
vesting conditions to which they are subject are met or not, it being understood that all other performance and/or service conditions must be met.
If the conditions of the plan are changed, the minimum cost to be recognised is the fair value at the assignment date in the absence of the change in the plan itself, on the assumption that the original conditions of the plan are met. Moreover, a cost is recognised for each change that results in an increase in total fair value of the payment plan, or that is in any case favourable for employees; this cost is measured with reference to the date of change. When a plan is cancelled, any remaining element of the plan's fair value is immediately expensed to the income statement.
Preparation of the separate financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the carrying values of assets and liabilities and the disclosures on contingent assets and liabilities at the end of the reporting period. Actual results might differ from these estimates. Estimates are used to measure tangible and intangible assets and investments subject to impairment testing, as described earlier, as well as to measure the ability to recover prepaid tax assets, provisions for bad debts, for inventory obsolescence, depreciation and amortisation, asset write-downs, employee benefits, taxes, other provisions. Specifically:
The procedure for determining impairment losses of tangible and intangible assets described in "Impairment" implies – in estimating the value of use – the use of the Business Plans of investees, which are based on a series of assumptions relating to future events and actions of the investees' management bodies, which may not necessarily come about. In estimating market value, however, assumptions are made on the expected trend in trading between third parties based on historical trends, which may not actually be repeated.
Receivables are adjusted by the related bad debt provision to take into account their recoverable amount. To determine the size of the write-downs, management must make subjective assessments based on the documentation and information available regarding, among other things, the customer's solvency, as well as experience and historical payment trends.
Provisions for inventory obsolescence and inventory write-downs at their expected sale value Inventories subject to obsolescence and slow turnover are systematically measured and written down if their recoverable value is less than their carrying value. Write-downs are calculated based on management assumptions and estimates, resulting from experience and historical results.
If the expected sale value is less than the purchase or production cost, inventories of finished goods are written down to market value, estimated on the basis of current selling prices.
The current value of liabilities for employee benefits depends on a series of factors determined using actuarial techniques based on certain assumptions. Assumptions concern the discount rate, estimates of future salary increases, and mortality and resignation rates. Any change in the above-mentioned assumptions might have an effect on liabilities for pension benefits.
Estimating the fair value of share-based payments requires the determination of the most appropriate valuation model, which depends on the terms and conditions under which these instruments are granted. This also requires the identification of data to feed into the valuation model, including assumptions about the exercise period of the options, volatility and dividend yield. The Company uses a binomial model for the initial measurement of the fair value of sharebased payments with employees.
Determining liabilities for Company taxes requires the use of management valuations in relation to transactions whose tax implications are not certain at the end of the reporting period. Furthermore, the valuation of deferred taxes is based on income expectations for future years; the valuation of expected income depends on factors that might change over time and have a significant effect on the valuation of deferred tax assets.
When estimating the risk of potential liabilities from disputes, the Directors rely on communications regarding the status of recovery procedures and disputes from the lawyers who represent the Company in litigation. These estimates are determined taking into account the gradual development of the disputes, considering existing exemptions.
With reference to the potential impact of climate change and energy transition on the Company's activities, the Management carries out targeted analyses to identify and manage the main risks and uncertainties to which the Company is exposed, adapting the corporate strategy accordingly. To date, these factors have not had a significant impact on the opinions and estimates used in preparing these Separate Financial Statements.
Estimates and assumptions are regularly reviewed and the effects of each change immediately reflected in the income statement.
The amendment clarifies that all costs directly attributable to the contract must be taken into account when estimating the possible onerousness of a contract. Accordingly, the assessment of whether a contract is onerous includes not only incremental costs (such as the cost of direct materials used in the process) but also all costs directly attributable to the contractual activities (such as depreciation of equipment used to perform the contract and costs of contract management and control). General and administrative expenses are not directly related to a contract and are excluded unless they are explicitly chargeable to the other party on the basis of the contract.
These amendments had no impact on the separate financial statements.
The purpose of the amendments is not to allow the deduction from the cost of property, plant and equipment of the amount received from the sale of goods produced in the test phase of the asset. These sales revenues and related production costs will therefore be recognised in the income statement. These amendments had no impact on the separate financial statements.
The amendment allows a subsidiary that chooses to apply paragraph D16(a) of IFRS 1 to account for cumulative translation differences on the basis of the amounts recognised by the parent company, taking into account the parent's date of transition to IFRSs. This amendment had no impact on the Company's separate consolidated financial statements as the Group is not a first-time adopter.
The amendments are intended to replace references to the Framework for the Preparation and Presentation of Financial Statements with the references to the Conceptual Framework for Financial Reporting published in March 2018 without a significant change to the requirements of the standard. The Board also added an exception to the measurement principles of IFRS 3 to avoid the risk of potential "day-after" losses or gains arising from liabilities and contingent liabilities that would fall within the scope of IAS 37 or IFRIC 21 Levies, if incurred separately. The exemption requires entities to apply the requirements of IAS 37 or IFRIC 21, rather than the Conceptual Framework, to determine whether an obligation exists at the date of acquisition. The amendment also added a new paragraph to IFRS 3 to clarify that contingent assets do not qualify as recognisable assets at the date of acquisition. These amendments had no impact on the Company's separate financial statements in that no contingent assets, liabilities or contingent liabilities were recognised in the year for the purpose of these amendments.
the amendments clarify what fees can be included in measuring whether the terms of a new financial liability (or changes to an existing financial liability) are materially different from the terms of the original financial liability. This amendment had no impact on the Company's separate financial statements in that there were no changes in the Company's financial liabilities during the year.
The amendment removes the requirement to exclude cash flows arising from taxation when measuring the fair value of assets within the scope of IAS 41. This amendment had no impact on the Company's separate financial statements in that the Company does not have any assets to which IAS 41 applies.
In May 2017, the IASB issued IFRS 17 Insurance Contracts (IFRS 17), a comprehensive new standard on insurance contracts covering recognition and measurement, presentation and disclosure. IFRS 17 applies to all types of insurance contracts regardless of the type of entity that issues them, as well as to certain guarantees and financial instruments with discretionary participation features. IFRS 17 will be effective for financial years beginning on or after 1 January 2023, and will require the presentation of comparative balances. EARLY application is permitted, in which case the entity must also have adopted IFRS 9 and IFRS 15 on or before the date of first-time application of IFRS 17. This principle does not apply to the Company.
In January 2020, the IAS issued amendments to paragraphs 69-76 of IAS 1 to specify the requirements for classifying liabilities as current or non-current. The amendments clarify what is meant by the right to postpone an expiry, that the right to postpone must exist at the end of the reporting period, that the classification is not affected by the likelihood that the entity will exercise its right to postpone, that only if a derivative embedded in a convertible liability is itself an equity instrument does the maturity of the liability have no impact on classification. The amendments will be effective for financial years beginning on or after 1 January 2023 and must be applied retrospectively. The company is assessing the impact of the changes on the current situation.
In February 2021, the IASB issued amendments to IAS 8, in which it introduces a definition of "accounting estimates". The amendments clarify the distinction between changes in accounting standards and changes in accounting policies and corrections of errors. They also clarify how entities use measurement techniques and inputs to develop accounting estimates. The amendments are effective for financial years beginning on or after 1 January 2023 and apply to changes in accounting standards and changes in accounting estimates that occur on or after the beginning of that period. Early application is permitted provided that this fact is disclosed. The changes are not expected to have a significant impact on the Company.
In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statement 2 Making Materiality Judgements, in which it provides guidance and examples to help entities apply materiality judgements to the disclosure of accounting standards. The amendments to IAS 1 are effective for annual periods beginning on or after 1 January 2023. Earlier application is permitted. Since the amendments to PS 2 provide non-mandatory guidance on the application
of the definition of materiality to the disclosure of accounting standards, there is no need for an effective date for these amendments.
The Company is currently assessing the impact of the amendments to determine the effect they will have on the Company's disclosure of accounting standards.
In May 2021, the IASB issued amendments to IAS 12 that narrow the scope of the initial recognition exception in IAS 12, which no longer applies to transactions that give rise to both taxable and deductible temporary differences.
Amendments are to be applied to transactions occurring after or at the beginning of the comparative period presented. In addition, deferred tax assets (if sufficient taxable income is available) and deferred tax liabilities are recognised at the beginning of the comparative period for all deductible and taxable temporary differences relating to leases and provisions for restoration.
The Company is currently assessing the impact of these changes.
| Property | Plant and | Other assets | Assets under | Total | |
|---|---|---|---|---|---|
| equipment | construction | ||||
| Cost | |||||
| At 31 December 2020 | 43,668 | 175,493 | 38,059 | 2,522 | 259,742 |
| Increases | 571 | 3,877 | 2,016 | 3,005 | 9,469 |
| Disposals | - | (1,694) | (404) | - | (2,098) |
| Reclassification | 223 | 1,108 | 38 | (1,676) | (307) |
| At 31 December 2021 | 44,462 | 178,784 | 39,709 | 3,851 | 266,806 |
| Increases | 51 | 1,501 | 1,593 | 5,906 | 9,051 |
| Disposals | - | (6,345) | (755) | - | (7,100) |
| Reclassification | 240 | 6,099 | 185 | (6,664) | (140) |
| At 31 December 2022 | 44,753 | 180,039 | 40,732 | 3,093 | 268,617 |
| Accumulated | |||||
| depreciation | 18,531 | 154,288 | 33,084 | - | 205,903 |
| At 31 December 2020 | 19,743 | 156,796 | 34,541 | - | 211,080 |
| Depreciations for the year | 1,258 | 5,558 | 1,562 | - | 8,378 |
| Derecognition due to | |||||
| disposal | - | (1,151) | (95) | - | (1,246) |
| At 31 December 2021 | 21,001 | 161,203 | 36,008 | - | 218,212 |
| Depreciations for the year | 1,183 | 4,928 | 1,538 | - | 7,649 |
| Derecognition due to | |||||
| disposal | - | (4,558) | (308) | - | (4,866) |
| At 31 December 2022 | 22,184 | 161,573 | 37,238 | - | 220,995 |
| Net carrying value | |||||
| At 31 December 2022 | 22,569 | 18,466 | 3,494 | 3,093 | 47,622 |
|---|---|---|---|---|---|
| At 31 December 2021 | 23,461 | 17,581 | 3,701 | 3,851 | 48,594 |
The breakdown of the net carrying value of Property was as follows:
| 31/12/2022 | 31/12/2021 | Change | |
|---|---|---|---|
| Land | 5,404 | 5,404 | - |
| Industrial buildings | 17,165 | 18,057 | (892) |
| Total | 22,569 | 23,461 | (892) |
Changes in property, plant and equipment resulting from the application of IFRS 16 are shown below:
| Property | Plant and | Other assets | Total | |
|---|---|---|---|---|
| equipment | ||||
| 1 January 2022 | 212 | - | 674 | 887 |
| Increases | - | - | 169 | 169 |
| Depreciations and amortisation | (43) | - | (282) | (325) |
| At 31 December 2022 | 169 | - | 561 | 730 |
The main investments during the year were aimed at keeping the production equipment up to date and fully operational.
Decreases mainly relate to the disposal of machinery to other companies of the Sabaf Group. Assets under construction include machinery under construction and advance payments to suppliers of capital equipment.
At 31 December 2022, the Company found no endogenous or exogenous indicators of impairment of its property, plant and equipment. As a result, the value of property, plant and equipment was not submitted to impairment testing.
| Cost | |
|---|---|
| At 31 December 2020 | 11,283 |
| Increases | - |
| Disposals | (1,107) |
| At 31 December 2021 | 10,176 |
| Increases | 144 |
| Disposals | (1,380) |
| Reclassification | (6,675) |
| At 31 December 2022 | 2,265 |
| Accumulated amortisation | |
| At 31 December 2020 | 8,030 |
| Depreciations for the year | 369 |
| Derecognition due to disposal | (534) |
| At 31 December 2021 | 7,865 |
| Depreciations for the year | 299 |
| Derecognition due to disposal | (733) |
| Reclassifications | (6,149) |
| At 31 December 2022 | 1,282 |
| Net carrying value | |
| At 31 December 2022 | 983 |
| At 31 December 2021 | 2,311 |
This item includes non-operating buildings owned by the Company. Disposals during the period resulted in a capital gain of approximately €243 thousand.
During the year, property with a net carrying value of €526 thousand was reclassified under Available-for-sale non-current assets (Note 3).
Changes in investment property resulting from the application of IFRS 16 are shown below:
| Investment | |
|---|---|
| property | |
| 1 January 2022 | 3 |
| Increase | 144 |
| Decrease | - |
| Depreciations and amortisation | (39) |
| At 31 December 2022 | 108 |
At 31 December 2022, the Company found no endogenous or exogenous indicators of impairment of its investment property. As a result, the value of investment property was not submitted to impairment testing.
This item includes the net carrying value of the Company's former production plant located in Lumezzane (Brescia) amounting to €526 thousand, the value of which will be recovered through a sale transaction with the characteristics indicated by IFRS 5.
| Patents, know-how and software |
Development costs |
Other intangible assets |
Total | |
|---|---|---|---|---|
| Cost | ||||
| At 31 December 2020 | 6,974 | 6,020 | 641 | 13,635 |
| Increases | 250 | 1,679 | 4 | 1,933 |
| Decreases | (2) | - | (3) | (5) |
| Reclassifications | 22 | (58) | - | (36) |
| At 31 December 2021 | 7,244 | 7,641 | 642 | 15,527 |
| Increases | 400 | 2,332 | 17 | 2,749 |
| Decreases | 79 | (474) | - | (395) |
| Reclassifications | (142) | (22) | (1) | (165) |
| At 31 December 2022 | 7,581 | 9,477 | 658 | 17,716 |
| Amortisation and write-downs |
||||
| At 31 December 2020 | 6,664 | 4,109 | 546 | 11,319 |
| Depreciations and amortisation |
142 | 288 | - | 430 |
| Decreases | - | - | - | - |
| At 31 December 2021 | 6,806 | 4,397 | 546 | 11,749 |
| Depreciations and | 221 | 315 | 1 | 537 |
| amortisation | ||||
| Decreases | - | - | - | - |
| At 31 December 2022 | 7,027 | 4,712 | 547 | 12,286 |
| Net carrying value | ||||
| At 31 December 2022 | 554 | 4,765 | 111 | 5,430 |
| At 31 December 2021 | 438 | 3,244 | 96 | 3,778 |
Intangible assets have a finite useful life and, as a result, are amortised throughout their life.
Development costs are mainly related to the decision to extend the product range to include induction cooking. To this end, a dedicated project team was set up to develop the project knowhow in-house, with patents, proprietary software and hardware. The first prototypes were presented in 2022, with production starting in 2023. Investments in the development of gas parts
continued, mainly in relation to the expansion of the range of burners. Increases in development costs include projects in progress and therefore not subject to amortisation.
At 31 December 2022, the Company found no endogenous or exogenous indicators of impairment of its intangible assets. As a result, the value of property, plant and equipment was not submitted to impairment testing.
| 31/12/2022 | 31/12/2021 | Change | |
|---|---|---|---|
| In subsidiaries | 112,422 | 84,429 | 27,933 |
| Other equity investments |
83 | 83 | - |
| Total | 112,505 | 84,512 | 27,933 |
| Historical cost |
Faringosi Hinges |
Sabaf do Brasil |
Sabaf U.S. |
Sabaf Appliance Components (China) |
Sabaf Mexico |
Sabaf Turkey |
A.R.C. | Okida | C.M.I. | Sabaf India | P.G.A. | Total |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 31/12/2020 | 10,329 | 9,561 | 139 | 7,900 | 0 | 12,005 | 4,800 | 8,782 | 16,455 | 1,770 | - | 71,741 |
| Purchase | - | - | - | - | 1 | - | 1,650 | - | 4,743 | - | - | 6,394 |
| Share capital increase |
- | 3,600 | - | - | 3,127 | 5,167 | - | - | - | 1,000 | - | 12,894 |
| 31/12/2021 | 10,329 | 13,161 | 139 | 7,900 | 3,128 | 17,172 | 6,450 | 8,782 | 21,198 | 2,770 | - | 91,029 |
| Purchase | - | - | - | - | - | - | - | - | - | - | 7,843 | 7,843 |
| Value adjustment | (154) | (154) | ||||||||||
| Share capital increase |
- | - | - | 1,000 | 3,177 | 14,935 | - | - | - | 2,000 | - | 21,112 |
| 31/12/22 | 10,329 | 13,161 | 139 | 8,900 | 6,305 | 32,107 | 6,450 | 8,782 | 21,044 | 4,770 | 7,843 | 119,830 |
| Provision for write-downs | ||||||||||||
| 31/12/2020 | 0 | 0 | 0 | 6,300 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 6,300 |
| Write-downs | - | - | - | 300 | - | - | - | - | - | - | - | 300 |
| 31/12/2021 | 0 | 0 | 0 | 6,600 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 6,600 |
| Write-downs | - | - | - | 808 | - | - | - | - | - | - | - | 808 |
| 31/12/22 | 0 | 0 | 0 | 7,408 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 7,408 |
| Net carrying value | ||||||||||||
| 31/12/22 | 10,329 | 13,161 | 139 | 1,492 | 6,305 | 32,107 | 6,450 | 8,782 | 21,044 | 4,770 | 7,843 | 112,422 |
| 31/12/2021 | 10,329 | 13,161 | 139 | 1,300 | 3,128 | 17,172 | 6,450 | 8,782 | 21,198 | 2,770 | 84,429 | |
| Portion of shareholders' equity (calculated in compliance with IFRS) | ||||||||||||
| 31/12/22 | 9,850 | 17,803 | 142 | 1,493 | 6,409 | 52,559* | 8,548 | 11,840* | 19,344 | 4,127 | 3,595 | 135,710 |
| 31/12/2021 | 8,462 | 15,716 | 158 | 1,317 | 3,092 | 15,396 | 7,371 | 2,961 | 15,503 | 2,755 | 0 | 72,731 |
| Difference between shareholders' equity and carrying value | ||||||||||||
| 31/12/22 | (479) | 4,642 | 3 | 1 | 104 | 20,452 | 2,098 | 3,058 | (1,700) | (643) | (4,248) | 23,288 |
| 31/12/2021 | (1,867) | 2,555 | 19 | 17 | (36) | (1,776) | 921 | (5,821) | (5,695) | (15) | 0 | (11,698) |
* values determined in accordance with IAS 29 - Financial Reporting in Hyperinflationary Economies, applied to companies in Turkey, hyperinflated country as from 1 April 2022
In 2022, the Faringosi Hinges achieved positive results - in terms of sales and profitability - both compared to the previous year and compared to the budget. The 2023-2027 forward plan, prepared at the beginning of 2023, envisages a decrease in sales in 2023, a gradual recovery in the following years and the maintenance of good levels of profitability.
At 31 December 2022, Sabaf S.p.A. tested - with the support of independent experts - the carrying value of the equity investment for impairment, determining its recoverable amount, considered to be equivalent to its value of use plus available liquidity, by discounting expected future cash flows in the forward plan drafted by the management. Cash flows for the period from 2023 to 2027 were augmented by the terminal value, which expresses the operating flows that the investee is expected to generate from the sixth year to infinity and determined based on the perpetual income. The management prepared a single plan for each CGU that represents the normal expected scenario, with reference to the period from 2023 to 2027.
The development of forward plans and the calculation of the value in use were carried out following an in-depth analysis that also considered the impact on profitability of the increase in purchase costs and the possibility of transferring this increase to sales prices.
The value of use was calculated based on a discount rate (WACC) of 11.65% (10.11% in the impairment test carried out while preparing the separate financial statements at 31 December 2021) and a growth rate (g) of 2%, unchanged from the 2021 impairment test.
The recoverable amount calculated on the basis of the above-mentioned assumptions and valuation techniques is €20.211 million, compared with a carrying value of the equity investment of €10.329 million; consequently, the amount recognised for equity investment at 31 December 2022 was deemed recoverable.
The recoverable amount of the equity investment was subjected to stress tests and sensitivity analyses that also took into account economic parameters and as a result of which positive results emerged. The table below shows the changes in recoverable amount depending on changes in the WACC discount rate and growth factor g:
| (€/000) | |||||
|---|---|---|---|---|---|
| growth rate | |||||
| discount rate | 1.50% | 1.75% | 2.00% | 2.25% | 2.50% |
| 10.65% | 21,294 | 21,611 | 21,947 | 22,303 | 22,681 |
| 11.15% | 20,457 | 20,737 | 21,032 | 21,344 | 21,674 |
| 11.65% | 19,701 | 19,950 | 20,211 | 20,486 | 20,776 |
| 12.15% | 19,016 | 19,238 | 19,470 | 19,714 | 19,970 |
| 12.65% | 18,392 | 18,590 | 18,797 | 19,015 | 19,243 |
The table below shows the change in recoverable amount as EBITDA changes according to the plan.
| EBITDA | |||||
|---|---|---|---|---|---|
| Accordin g to the plan |
-10% | -20% | |||
| (€/000) | 20,211 | 12,501 | 10,572 |
In 2022, Sabaf do Brasil's results deteriorated as a result of the significant downturn in the reference market. A significant recovery is expected as early as 2023. At 31 December 2022, Shareholders' equity (converted into euros at the end-of-year exchange rate) is higher than the carrying amount of the equity investment.
The subsidiary Sabaf U.S. operates as a commercial support for North America.
Sabaf Appliance Components (Kunshan) Co., Ltd. has been producing burners for the Chinese market since 2015. Furthermore, the company has performed the function as distributor on the Chinese market of Sabaf products manufactured in Italy and Turkey. Low production volumes have not allowed the company to reach the break-even point. During the financial year, the equity investment was written down by €808 thousand against the loss of 2022 to bring it in line with shareholders' equity.
In 2022, Sabaf Turkey, a company active in the production of gas components and hinges, reported sales in line with the previous year and a decrease in profitability compared to the excellent results of 2021.
In view of the continuing hyperinflation in Turkey, at 31 December 2022, Sabaf S.p.A. tested for the first time - with the support of independent experts - the carrying value of the equity investment for impairment, determining its recoverable amount, considered to be equivalent to its value of use plus available liquidity, by discounting expected future cash flows in the forward plan drafted by the management. Cash flows for the period from 2023 to 2027 were augmented by the terminal value, which expresses the operating flows that the investee is expected to generate from the sixth year to infinity and determined based on the perpetual income. The management prepared a single plan for each CGU that represents the normal expected scenario, with reference to the period from 2023 to 2027.
The development of forward plans and the calculation of the value in use were carried out following an in-depth analysis that also considered the impact on profitability of the increase in purchase costs and the possibility of transferring this increase to sales prices.
The value of use was calculated based on a discount rate (WACC) of 16.27% and a growth rate (g) of 2.5%.
The recoverable amount calculated on the basis of the above-mentioned assumptions and valuation techniques is €64,671 million, compared with a carrying value of the equity investment of €32.107 million; consequently, the amount recognised for equity investment at 31 December 2022 was deemed recoverable.
The recoverable amount of the equity investment was subjected to stress tests and sensitivity analyses that also took into account economic parameters and as a result of which positive results emerged. The table below shows the changes in recoverable amount depending on changes in the WACC discount rate and growth factor g:
| (€/000) | |
|---|---|
| growth rate |
| discount rate | 2.00% | 2.25% | 2.50% | 2.75% | 3.00% |
|---|---|---|---|---|---|
| 15.27% | 66,888 | 67,138 | 67,948 | 68,510 | 69,095 |
| 15.77% | 65,281 | 65,756 | 66,248 | 66,759 | 67,290 |
| 16.27% | 63,787 | 64,221 | 64,671 | 65,137 | 65,621 |
| 16.77% | 62,394 | 62,792 | 63,204 | 63,630 | 64,072 |
| 17.27% | 61,092 | 61,458 | 61,836 | 62,227 | 62,632 |
| EBITDA | |||||
|---|---|---|---|---|---|
| Accordin g to the plan |
-10% | -20% | |||
| (€/000) | 64,671 | 58,113 | 52,968 |
A.R.C. s.r.l. performed very well during the 2022 financial year in terms of both turnover and profitability. The 2023-2027 forward plan envisages a decline in sales in 2023, a gradual recovery in the following years and the maintenance of a good level of profitability.
At 31 December 2022, Sabaf S.p.A. tested - with the support of independent experts - the carrying value of the equity investment for impairment, determining its recoverable amount, considered to be equivalent to its value of use plus available liquidity, by discounting expected future cash flows in the forward plan drafted by the management. Cash flows for the period from 2023 to 2027 were augmented by the terminal value, which expresses the operating flows that the investee is expected to generate from the sixth year to infinity and determined based on the perpetual income. The management prepared a single plan for each CGU that represents the normal expected scenario, with reference to the period from 2023 to 2027.
The development of forward plans and the calculation of the value in use were carried out following an in-depth analysis that also considered the impact on profitability of the increase in purchase costs and the possibility of transferring this increase to sales prices.
The value of use was calculated based on a discount rate (WACC) of 11.19% (6.93% in the impairment test carried out while preparing the Separate financial statements at 31 December 2021) and a growth rate (g) of 2% (unchanged from the impairment test carried out while preparing the separate financial statements at 31 December 2021).
The recoverable amount calculated on the basis of the above-mentioned assumptions and valuation techniques is €11.688 million, compared with a carrying value of the equity investment of €6.450 million; consequently, the amount recognised for equity investment at 31 December 2022 was deemed recoverable.
The recoverable amount of the equity investment was subjected to stress tests and sensitivity analyses that also took into account economic parameters and as a result of which positive results emerged. The table below shows the changes in recoverable amount depending on changes in the WACC discount rate and growth factor g:
| (€/000) | |||||
|---|---|---|---|---|---|
| growth rate | |||||
| discount rate | 1.50% | 1.75% | 2.00% | 2.25% | 2.50% |
| 10.19% | 12,215 | 12,380 | 12,555 | 12,741 | 12,940 |
| 10.69% | 11,889 | 11,944 | 12,096 | 12,259 | 12,430 |
| 11.19% | 11,426 | 11,553 | 11,688 | 11,830 | 11,980 |
| 11.69% | 11,090 | 11,203 | 11,322 | 11,447 | 11,579 |
| 12.19% | 10,785 | 10,886 | 10,992 | 11,103 | 11,220 |
| EBITDA | ||||||
|---|---|---|---|---|---|---|
| Accordin g to the plan |
-10% | -20% | ||||
| (€/000) | 11,688 | 10,768 | 9,848 |
In 2018, the Company directly acquired 30% of Okida Elektronik (the remaining 70% was acquired through the subsidiary Sabaf Turkey). Okida is a leader in Turkey in the design and manufacture of electronic components for household appliances (mainly ovens and hoods. Okida Elektronik performed extremely well also in 2022.
At 31 December 2022, the Company tested - with the support of independent experts - the carrying value of the equity investment for impairment, determining its recoverable amount considered to be equivalent to its value of use plus available liquidity, by discounting expected future cash flows in the forward plan drafted by the management. Cash flows for the period from 2023 to 2027 were augmented by the terminal value, which expresses the operating flows that the investee is expected to generate from the sixth year to infinity and determined based on the perpetual income. The management prepared a single plan for each CGU that represents the normal expected scenario, with reference to the period from 2023 to 2027.
The development of forward plans and the calculation of the value in use were carried out following an in-depth analysis that also considered the impact on profitability of the increase in purchase costs and the possibility of transferring this increase to sales prices. The value of use was calculated based on a discount rate (WACC) of 16.81% (15.21% in the impairment test carried out while preparing the separate financial statements at 31 December 2021) and a growth rate (g) of 2.50%, unchanged from the 2021 impairment test. The portion pertaining to Sabaf S.p.A. of the recoverable amount calculated on the basis of the above-mentioned assumptions and valuation techniques is €13.867 million (30% of total equity value), compared with a carrying value of the equity investment of €8.782 million; consequently, the carrying value recognised for equity investment at 31 December 2022 was deemed recoverable.
The recoverable amount of the equity investment was subjected to stress tests and sensitivity analyses that also took into account economic parameters and as a result of which positive results emerged. The table below shows the changes in recoverable amount depending on changes in the WACC discount rate and growth factor g:
| (€/000) | |||||
|---|---|---|---|---|---|
| growth rate | |||||
| discount rate | 2.00% | 2.25 | 2.50% | 2.75% | 3.00% |
| 15.81% | 14,541 | 14,695 | 14,855 | 15,022 | 15,194 |
| 16.31% | 14,056 | 14,197 | 14,343 | 14,495 | 14,652 |
| 16.81% | 13,603 | 13,733 | 13,867 | 14,006 | 14,150 |
| 17.31% | 13,181 | 13,300 | 13,423 | 13,550 | 13,682 |
| 17.81% | 12,785 | 12,895 | 13,008 | 13,125 | 13,246 |
| EBITDA | |||||
|---|---|---|---|---|---|
| Accordin | |||||
| g to the | -10% | -20% | |||
| plan | |||||
| (€/000) | 13,867 | 12,487 | 11,019 |
C.M.I. s.r.l. recognised a strong increase in turnover in 2022 compared to the previous year. The 2023-2027 forward plan envisages a decline in sales in 2023, a gradual recovery in the
following years and the maintenance of a good level of profitability.
At 31 December 2022, the Company tested - with the support of independent experts - the carrying value of the equity investment for impairment, determining its recoverable amount considered to be equivalent to its value of use plus available liquidity, by discounting expected future cash flows in the forward plan drafted by the management. Cash flows for the period from 2023 to 2027 were augmented by the terminal value, which expresses the operating flows that the investee is expected to generate from the sixth year to infinity and determined based on the perpetual income. The management prepared a single plan for each CGU that represents the normal expected scenario, with reference to the period from 2023 to 2027.
The development of forward plans and the calculation of the value in use were carried out following an in-depth analysis that also considered the impact on profitability of the increase in purchase costs and the possibility of transferring this increase to sales prices. The value of use was calculated based on a discount rate (WACC) of 11.66% (11.31% in the impairment test carried out while preparing the Separate financial statements at 31 December 2021) and a growth rate (g) of 2% (unchanged from that used for the impairment test carried out while preparing the separate financial statements at 31 December 2021).
The recoverable amount calculated on the basis of the above-mentioned assumptions and valuation techniques is €52.133 million, compared with a carrying value of the equity investment of €21.044 million; consequently, the amount recognised for equity investment at 31 December 2022 was deemed recoverable.
The recoverable amount of the equity investment was subjected to stress tests and sensitivity analyses that also took into account economic parameters and as a result of which positive results emerged.
The table below shows the changes in recoverable amount depending on changes in the WACC discount rate and growth factor g:
| (€/000) | |||||
|---|---|---|---|---|---|
| growth rate | |||||
| discount rate | 1.50% | 1.75% | 2.00% | 2.25% | 2.50% |
| 10.66% | 55,785 | 56,833 | 58,044 | 59,274 | 60,580 |
| 11.16% | 52,938 | 53,906 | 54,927 | 56,005 | 57,145 |
| 11.66% | 50,372 | 51,230 | 52,133 | 53,084 | 54,086 |
| 12.16% | 48,048 | 48,813 | 49,615 | 50,458 | 51,345 |
| 12.66% | 45,933 | 46,618 | 47,335 | 48,086 | 48,875 |
| EBITDA | |||
|---|---|---|---|
| Accordin | |||
| g to the | -10% | -20% | |
| plan | |||
| (€/000) | 52,133 | 50,334 | 41,649 |
Sabaf India started production of gas components in 2022 for the local market, which is expected to grow strongly in the coming years. The Group believes that the difference between the carrying value of the equity investment and shareholders' equity converted at the year-end exchange rate, mainly due to the depreciation of the rupee, can be recovered in the coming years with the achievement of positive income results.
During the financial year 2021, a new company was established in San Luis Potos (Mexico), where a plot of land was acquired and construction work is in progress on a new plant to produce components for the North American market. Production is scheduled to start in the first half of 2023.
In October 2022, the Company acquired 100% of P.G.A. S.r.l. (P.G.A.), a company based in Fabriano (AN) that has been active for over 25 years in the field of design and assembly of electronic control boards for the household appliances sector.
The carrying value of the equity investment, equal to €7,843 million, includes, in addition to the price paid at the date of the transaction, subsequent contractual price adjustments related to the valuation of the net financial position at the acquisition date, the achievement of economic performance targets ("earn-outs"), and accrued receivables from the former shareholders of P.G.A. related to the compensation obligations envisaged upon the occurrence of certain events (liabilities incurred by P.G.A.) regulated by the acquisition agreement.
At 31 December 2022, the Company tested - with the support of independent experts - the carrying value of the equity investment for impairment, determining its recoverable amount by discounting expected future cash flows in the forward plan drafted by the management. Cash flows for the period from 2023 to 2024 were augmented by the terminal value, which expresses the operating flows that the company is expected to generate from the third year to infinity and determined based on the perpetual income. The value of use was calculated based on a discount
rate (WACC) of 10.88% and a growth rate (g) of 2%, representative of expected future growth rates for the reference market.
The recoverable amount calculated on the basis of the above-mentioned assumptions and valuation techniques is €14.375 million, compared with a carrying value of the equity investment of €7,843 million; consequently, the amount recognised for equity investment at 31 December 2022 was deemed recoverable.
The table below shows the changes in recoverable amount depending on changes in the WACC discount rate and growth factor g:
| (€/000) | |||||
|---|---|---|---|---|---|
| growth rate |
|||||
| discount rate |
1.50% | 1.75% | 2.00% | 2.25% | 2.50% |
| 9.88% | 15,457 | 15,896 | 16,364 | 16,862 | 17,393 |
| 10.38% | 14,513 | 14,900 | 15,310 | 15,746 | 16,209 |
| 10.88% | 13,669 | 14,012 | 14,375 | 14,759 | 15,165 |
| 11.38% | 12,911 | 13,217 | 13,540 | 13,880 | 14,239 |
| 11.88% | 12,226 | 12,500 | 12,789 | 13,092 | 13,412 |
The table below shows the change in recoverable amount as EBITDA changes according to the plan.
| EBITDA | |||
|---|---|---|---|
| Accordin | |||
| g to the | -10% | -20% | |
| plan | |||
| (€/000) | 14,375 | 12,463 | 10,551 |
| 31/12/2022 | 31/12/2021 | Change | |
|---|---|---|---|
| Financial receivables from subsidiaries |
10,375 | 10,707 | (332) |
| Total | 10,375 | 10,707 | (332) |
At 31 December 2022, financial receivables from subsidiaries consist of:
| 31/12/2022 | 31/12/2021 | Change | |
|---|---|---|---|
| Receivables from former P.G.A. | 597 | - | |
| shareholders | 597 | ||
| Guarantees | 37 | 32 | 5 |
| Total | 634 | 32 | 602 |
Receivables from former P.G.A. shareholders refer to compensation obligations envisaged upon the occurrence of certain events (liabilities incurred by P.G.A.) regulated by the acquisition agreement.
These receivables, already accrued and agreed upon between the parties, were discounted. The effect of discounting was recorded under financial income (Note 31).
| 31/12/2022 | 31/12/2021 | Change |
|---|---|---|
| 11,313 | 13,381 | (2,068) |
| 7,941 | 9,400 | (1,459) |
| 9,446 | 12,990 | (3,544) |
| (1,789) | (1,785) | |
| (4) | ||
| 26,911 | 33,986 | (7,075) |
The value of final inventories at 31 December 2022 decreased compared to the end of the previous year as a result of lower business volumes in the second half of the year.
The provision for write-downs is mainly allocated for hedging the obsolescence risk, quantified on the basis of specific analyses carried out at the end of the year on slow-moving and nonmoving products, and refers to raw materials for €529 thousand, semi-finished products for €298 thousand and finished products for €962 thousand. The following table shows the changes in the Provision for inventory write-downs during the current financial year:
| 31/12/2021 | 1,785 |
|---|---|
| Provisions | 42 |
| Utilisation | (38) |
| 31/12/2022 | 1,789 |
| 31/12/2022 | 31/12/2021 | Change | |
|---|---|---|---|
| Trade receivables from third parties | 20,806 | 30,584 | (9,778) |
| Trade receivables from subsidiaries | 8,109 | 15,210 | (7,101) |
| Bad debt provision | (600) | (600) | 0 |
| Net total | 28,315 | 45,194 | (16,879) |
At 31 December 2022, trade receivables included balances totalling USD 4,102 thousand, booked at the EUR/USD exchange rate in effect on 31 December 2022, equal to 1.0666. The amount of trade receivables recognised in the financial statements includes approximately €12 million in insured receivables (€13 million at 31 December 2021).
There were no significant changes in average payment terms agreed with customers.
Receivables assigned to factors without recourse are derecognised from the Statement of Financial Position in that the reference contract provides for the assignment of ownership of the receivables, together with ownership of the cash flows generated by the receivable, as well as of all risks and benefits, to the assignee.
| 31/12/2022 | 31/12/2021 | Change | |
|---|---|---|---|
| Current receivables (not past due) |
17,016 | 27,304 | (10,288) |
| Outstanding up to 30 days | 2,118 | 1,844 | 274 |
| Outstanding from 30 to 60 days |
769 | 348 | 421 |
| Outstanding from 60 to 90 days |
169 | 211 | (42) |
| Outstanding for more than 90 days |
734 | 877 | (143) |
| Total | 20,806 | 30,584 | (9,778) |
The following table shows the breakdown of receivables from third parties by maturity date:
The bad debt provision was adjusted to the better estimate of the credit risk and expected losses at the end of the reporting period, also carried out by analysing each expired item. Changes during the year were as follows:
| 31/12/2021 | Provisions | Utilisation | 31/12/2022 | |
|---|---|---|---|---|
| Bad debt provision | 600 | 0 | 0 | 600 |
| 31/12/2022 | 31/12/2021 | Change | |
|---|---|---|---|
| For income tax | 4,515 | 1,104 | 3,411 |
| for VAT | 546 | 359 | 187 |
| Total | 5,061 | 1,463 | 3,598 |
In the 2020 financial year, the Company has been part of the national tax consolidation scheme pursuant to Articles 117/129 of the Unified Income Tax Law.
At 31 December 2022, income tax receivables include:
the receivable from the subsidiary C.M.I. s.r.l. amounting to €682 thousand
the receivable from the subsidiary Faringosi Hinges s.r.l amounting to €266 thousand
the receivable from the subsidiary ARC s.r.l. amounting to €260 thousand,
relating to the balance of the 2022 income taxes transferred by the subsidiaries to the consolidating company Sabaf S.p.A., in accordance with the provisions of the tax regulations relating to the national tax consolidation and the tax consolidation contracts entered into between the parties.
Income tax receivables also include:
€1.496 million of receivables for investments in capital equipment referred to Decree Law 160/2019, Budget Law 178/2020 and Budget Law 234/2021
unused tax credits for energy-intensive and gas-intensive companies of €718 thousand
receivables for higher payments on account paid in 2022, specifically IRES for €900 thousand and IRAP for €94 thousand.
| 31/12/2022 | 31/12/2021 | Change | |
|---|---|---|---|
| Credits to be received from suppliers | 685 | 1,240 | (555) |
| Advances to suppliers | 113 | 426 | (313) |
| Due from INAIL | 0 | 5 | (5) |
| Other | 411 | 258 | 153 |
| Total | 1,209 | 1,929 | (720) |
Credits to be received from suppliers mainly refer to bonuses paid to the Company for the attainment for the year purchasing objectives, which were achieved in 2022 to a smaller extent than in the previous year.
| 31/12/2022 | 31/12/2021 | Change | |
|---|---|---|---|
| Restricted bank accounts | - | 1,173 | (1,173) |
| Financial receivables from subsidiaries | 1,300 | - | 1,300 |
| Interest rate derivatives | 1,601 | - | 1,601 |
| Total | 2,901 | 1,173 | 1,728 |
In 2022, the term deposit of €1.173 million for the portion of the price not yet paid to the sellers of the C.M.I. equity investment and deposited as collateral in accordance with the terms of the C.M.I. acquisition agreement was paid.
At 31 December 2022, financial receivables from subsidiaries consist of:
as part of the coordination of the Group's financial management.
At 31 December 2022, the Company has in place five interest rate swap (IRS) contracts for amounts and maturities coinciding with six unsecured loans that are being amortised, whose residual value at 31 December 2022 is €24,640 thousand. The contracts have not been designated as capital flow hedges and are therefore at their fair value through profit and loss, and recognised in the items "Fair Value through profit or loss", with "Financial income" as a balancing entry.
The item Cash and cash equivalents, equal to €2,604 thousand at 31 December 2022 (€29,733 thousand at 31 December 2021), refers almost exclusively to bank current account balances. Please refer to the Statement of Cash Flows for an analysis of changes in liquidity during the year.
The Company's share capital consists of 11,533,450 shares with a par value of €1.00 each. The share capital paid in and subscribed did not change during the year.
At 31 December 2022, the structure of the share capital is shown in the table below.
| No. of shares | % of share capital |
Rights and obligations |
|
|---|---|---|---|
| Ordinary shares | 7,915,422 | 68.63% | -- |
| Ordinary shares with increased vote |
3,618,028 | 31.37% | Two voting rights per share |
| TOTAL | 11,533,450 | 100% |
With the exception of the right to increased vote, there are no rights, privileges or restrictions on the Company. The availability of reserves is indicated in a table at the end of these Explanatory Notes.
With regard to the 2018 - 2020 Stock Grant Plan, following the expiry of the three-year vesting period, during the first half of 2022, 79,128 ordinary shares of the Company were allocated and transferred to the beneficiaries of Cluster 2, through the use of shares already available to the issuer.
Moreover, during the financial year:
81,321 treasury shares were purchased at an average price of €22.89 per share;
99,132 treasury shares were sold as part of the acquisition of 100% of the capital of P.G.A. s.r.l. on 3 October 2022, for which 25% of the price was paid in shares.
At 31 December 2022, the Company is the owner of 214,683 treasury shares (1.86% of the share capital), reported in the financial statements as an adjustment to shareholders' equity at a weighted average unit value of €14.990 (the closing stock market price of the Share at 31 December 2022 was €16.689). There were 11,318,587 outstanding shares at 31 December 2022 (11,221,648 at 31 December 2021).
The item "Retained earnings, Other reserves" amounting to €97,245 thousand included as at 31 December 2022:
| Opening value at 31 December 2021 | (71) |
|---|---|
| Change during the period | 57 |
| Value at 31 December 2022 | (14) |
The characteristics of the derivative financial instruments that gave rise to the cash flow hedge reserve and the accounting effects on other items in the financial statements are broken down in Note 38, in the paragraph Foreign exchange risk management
| 31/12/2022 | 31/12/2021 | |||||
|---|---|---|---|---|---|---|
| Current | Non | Total | Current | Non | Total | |
| current | current | |||||
| Bond issue | - | 29,685 | 29,685 | - | 29,649 | 29,649 |
| Unsecured loans | 18,348 | 45,457 | 63,805 | 16,732 | 51,410 | 68,142 |
| Leases | 473 | 1,194 | 1,667 | 437 | 1,456 | 1,893 |
| Short-term bank | ||||||
| loans | 8,421 | - | 8,421 | 1,841 | - | 1,841 |
| Total | 27,242 | 76,336 | 103,578 | 19,010 | 82,515 | 101,525 |
In December 2021, Sabaf S.p.A. issued a €30 million bond fully subscribed by PRICOA with a maturity of 10 years, an average life of 8 years and a fixed coupon of 1.85% per year. The loan has the following covenants, defined with reference to the Group consolidated figures widely complied with at 31 December 2022 and for which, according to the Group's business plan, compliance is also expected in subsequent years:
During the year, the Company took out a new unsecured loan of €13 million. All loans are signed with an original maturity of ranging from 5 to 6 years and are repayable in instalments.
Some of the outstanding unsecured loans have covenants, defined with reference to the consolidated financial statements at the end of the reporting period, as specified below:
widely complied with at 31 December 2022 and for which, according to the Group's business plan, compliance is also expected in subsequent years.
All bank loans are denominated in euro.
To manage interest rate risk, some unsecured loans (with a total residual value of €51.450 million at 31 December 2022) are either fixed-rate or hedged by IRS.
The following table shows the changes in lease liabilities during the year:
| Lease liabilities at 1 January 2021 | 2,107 |
|---|---|
| New agreements signed during 2021 | 275 |
| Repayments during 2021 | (489) |
| Lease liabilities at 31 December 2021 | 1,893 |
| New agreements signed during 2022 | 313 |
| Repayments during 2022 | (524) |
| Lease liabilities at 31 December 2022 | 1,682 |
Note 38 provides information on financial risks, pursuant to IFRS 7.
| 31/12/2022 | 31/12/2021 | |||
|---|---|---|---|---|
| Current | Non-current | Current | Non-current | |
| Payables to former PGA shareholders |
371 | 175 | - | - |
| Payables to former C.M.I. shareholders |
- | - | 1,173 | - |
| Derivative instruments on interest rates |
- | - | 72 | - |
| Currency derivatives | 15 | - | 149 | - |
| Total | 386 | 175 | 1,394 | - |
The payable to former P.G.A. shareholders refers to price adjustments following the completion of the acquisition and determined in accordance with contractual provisions.
The payable to C.M.I. shareholders, which amounted to €1,173 thousand at 31 December 2021 and related to the portion of the price not yet paid to the Chinese group Guandong Xingye Investment, seller of C.M.I., was paid in 2022.
| At 31 December 2021 | 1,780 |
|---|---|
| Financial expenses | 36 |
| Payments made | (58) |
| Tax effect | (170) |
| At 31 December 2022 | 1,588 |
Actuarial gains or losses are recognised immediately in the comprehensive income statement ("Other comprehensive income") under the item "Actuarial income and losses".
Post-employment benefits are calculated as follows:
| 31/12/2022 | 31/12/2021 | |
|---|---|---|
| Discount rate | 3.62% | 0.40% |
| Inflation | 3% | 1.30% |
Sabaf Group | Sabaf S.p.A. Financial Statements at 31 December 2022 120
Demographic theory
| 31/12/2022 | 31/12/2021 | |
|---|---|---|
| Mortality rate | IPS55 ANIA | IPS55 ANIA |
| Disability rate | INPS 2000 | INPS 2000 |
| Staff turnover | 6% | 7% |
| Advance payouts | 1.50% per year | 2% per year |
| Retirement age | pursuant to legislation in | Pursuant to legislation in |
| force on 31 December 2022 | force at 31 December 2021 |
| 31/12/2021 | Provisions | Utilisation | 31/12/2022 | |
|---|---|---|---|---|
| Provision for agents' | 245 | 9 | (6) | 248 |
| indemnities | ||||
| Product guarantee | ||||
| fund | 60 | 23 | (23) | 60 |
| Provision for tax risks | 500 | - | (500) | - |
| Provision for legal | ||||
| risks | 46 | - | - | 46 |
| Total | 851 | 32 | (529) | 354 |
The provision for agents' indemnities covers amounts payable to agents if the Company terminates the agency relationship.
The product guarantee fund covers the risk of returns or charges by customers for products already sold and, if necessary, is adjusted at the end of the financial year on the basis of analyses carried out and past experience.
Following the settlement of a tax dispute, in the first half of 2022, the provision for risks and charges in which a specific provision of the same amount was recognised, was used in the amount of €500 thousand.
The provisions for risks, which represent the estimate of future payments made based on historical experience, have not been discounted because the effect is considered negligible.
| 31/12/2022 | 31/12/2021 | Change | |
|---|---|---|---|
| Total | 21,168 | 33,678 | (12,150) |
The decrease in trade payables is related to the decline in production volumes in the second half of the year.
Average payment terms did not change versus the previous year. At 31 December 2022, there were no overdue payables of a significant amount and the Company did not receive any injunctions for overdue payables.
| 31/12/2022 | 31/12/2021 | Change | |
|---|---|---|---|
| To inland revenue for income tax | 6 | 2,703 | (2,697) |
| To subsidiaries for income tax | 24 | 55 | (31) |
| To inland revenue for IRPEF tax | |||
| deductions | 592 | 616 | (24) |
| Total | 622 | 3,374 | (2,752) |
More details on income tax payables can be found in Note 35.
In the 2020 financial year, the Company has been part of the national tax consolidation scheme pursuant to Articles 117/129 of the Unified Income Tax Law. At 31 December 2022, payables to subsidiaries for income taxes refer to tax advances received from the subsidiary CGD s.r.l.
Payables for IRPEF tax deductions, relating to employment and self-employment, were duly paid at maturity.
| 31/12/2022 | 31/12/2021 | Change | |
|---|---|---|---|
| To employees | 3,857 | 5,095 | (1,238) |
| To social security institutions | 1,987 | 2,238 | (251) |
| Advances from customers | 273 | 1,200 | (927) |
| To agents | 140 | 216 | (76) |
| Other current payables | 2,249 | 652 | 1,597 |
| Total | 8,506 | 9,401 | (895) |
At the beginning of 2023, payables due to employees and social security institutions were paid in accordance with the scheduled expiry dates.
Other current payables include accrued liabilities and deferred income, of which €1,564 thousand refer to the accrual basis of accounting of tax benefits driving from investments in capital goods referred to Decree Law 160/2019, Budget Law 178/2020 and Budget Law 234/2021
| 31/12/2022 | 31/12/2021 | Change | |
|---|---|---|---|
| Deferred tax assets | 3,048 | 3,323 | (275) |
| Deferred tax liabilities | (721) | (324) | (397) |
| Net position | 2,327 | 2,999 | (672) |
The table below analyses the nature of the temporary differences that determine the recognition of deferred tax liabilities and assets and their changes during the year and the previous year.
| Amortisation and leasing |
Provisions and value adjustments |
Fair value of derivative instruments |
Goodwill | Actuarial evaluation of post employment benefit |
Other temporary differences |
Total | |
|---|---|---|---|---|---|---|---|
| At 31 December 2020 |
927 | 878 | 45 | 1,240 | 176 | 396 | 3,662 |
| Through profit or loss |
(184) | (131) | (10) | (177) | - | (160) | (662) |
| In shareholders' equity |
- | - | - | - | (1) | - | (1) |
| At 31 December 2021 |
743 | 747 | 35 | 1,063 | 175 | 236 | 2,999 |
| Through profit or loss |
(278) | 309 | (420) | (177) | - | (67) | (633) |
| In shareholders' equity |
- | - | 2 | - | (41) | - | (39) |
| At 31 December 2022 |
465 | 1,056 | (383) | 886 | 134 | 169 | 2,327 |
Deferred tax assets relating to goodwill refer to the exemption of the value of the investment in Faringosi Hinges s.r.l. made in 2011 pursuant to Italian law Decree 98/2011, deductible in ten instalments starting in 2018.
As required by the CONSOB memorandum of 28 July 2006, we disclose that the Company's net financial debt is as follows:
| 31/12/2022 | 31/12/2021 | Change | |
|---|---|---|---|
| Cash | 2,604 | 29,733 | (27,129) |
| Cash equivalents | - | - | - |
| Other current financial assets | 2,901 | 1,173 | 1,728 |
| Liquidity (A+B+C) | 5,505 | 30,906 | (25,401) |
| Current financial payable | 8,982 | 3,235 | 5,747 |
| Current portion of non-current financial debt | 18,821 | 17,169 | 1,652 |
| Current financial debt (E+F) | 27,803 | 20,404 | 7,399 |
| Net current financial debt (G-D) | 22,298 | (10,502) | 32,800 |
| Non-current financial payable | 46,651 | 52,866 | (6215) |
| Debt instruments | 29,685 | 29,649 | 36 |
| Trade payables and other non-current payables | - | - | - |
| Non-current financial debt (I+J+K) | 76,336 | 82,515 | (6,179) |
| M. Total financial debt (H+L) | 98,634 | 72,013 | 26,621 |
The statement of cash flows, which shows the changes in cash and cash equivalents (sum of letters A. and B. of this statement), describes in detail the cash flows that led to the change in the net financial debt.
In 2022, sales revenue amounted to €119,090 thousand, 17.3% lower than the €144,034 thousand in 2021.
| 2022 | % | 2021 | % | % change | |
|---|---|---|---|---|---|
| Europe (excluding Turkey) | 39,496 | 33.2% | 48,788 | 33.9% | -19% |
| Turkey | 30,470 | 25.6% | 35,496 | 24.6% | -14.2% |
| North America | 11,136 | 9.4% | 10,088 | 7.0% | +10.4% |
| South America | 13,600 | 11.4% | 20,688 | 14.4% | -34.3% |
| Africa and Middle East | 16,890 | 14.2% | 16,930 | 11.8% | -0.2% |
| Asia and Oceania | 7,498 | 6.3% | 12,044 | 8.4% | -37.7% |
| Total | 119,090 | 100% | 144,034 | 100% | -17.3% |
| 2022 | % | 2021 | % | % change | |
|---|---|---|---|---|---|
| Valves and thermostats | 48,917 | 41.1% | 60,006 | 41.7% | -18.5% |
| Burners | 51,992 | 43.7% | 63,959 | 44.4% | -18.7% |
| Accessories and other revenues | 18,181 | 15.3% | 20,069 | 13.9% | -9.4% |
| Total | 119,090 | 100% | 144,034 | 100% | -17.3% |
After an extraordinarily positive 2021 for the Company and its market, demand progressively deteriorated in 2022, with the downturn becoming more pronounced in the second half of the year. The only geographical area that maintained a positive revenue trend was North America, also supported by the development of business relations with main sector players.
Average sales prices in 2022 were approximately 10% higher than in 2021, largely offsetting considerable increases in the purchase prices of the main raw materials (aluminium alloys, steel and brass), electricity and gas.
| 2022 | 2021 | Change | |
|---|---|---|---|
| Sale of trimmings | 2,430 | 2,696 | (266) |
| Services to subsidiaries | 2,159 | 1,295 | 864 |
| Royalties to subsidiaries | 305 | 213 | 92 |
| Contingent income | 280 | 307 | (27) |
| Rental income | 122 | 123 | (1) |
| Use of provisions for risks and charges | 29 | 1 | 28 |
| Other income | 1,186 | 1,560 | (374) |
| Total | 6,511 | 6,195 | 316 |
Services to subsidiaries refer to administrative, commercial and technical services provided within the scope of the Group.
In 2022, other income includes €416 thousand of benefits granted as tax credits for investments made in 2022 (Law 160/2019 paragraphs 184 to 196, Law 178/2020 and Law 234/2021).
| 2022 | 2021 | Change | |
|---|---|---|---|
| Commodities and outsourced | 66,870 | (18,799) | |
| components | 48,071 | ||
| Consumables | 4,900 | 5,252 | (352) |
| Total | 52,971 | 72,122 | (19,151) |
The reduction in purchases is related to the decrease in business volumes, while the unit prices of the main raw materials (aluminium alloys, steel and brass) increased significantly and on average by about 20% compared to the previous year.
| 2022 | 2021 | Change | |
|---|---|---|---|
| Outsourced processing | 7,660 | 12,701 | (5,041) |
| Electricity and natural gas | 6,889 | 6,092 | 797 |
| Maintenance | 3,789 | 4,975 | (1,186) |
| Advisory services | 2,750 | 2,421 | 329 |
| Transport and export expenses | 2,189 | 2,475 | (286) |
| Directors' fees | 442 | 477 | (35) |
| Insurance | 611 | 541 | 70 |
| Commissions | 633 | 770 | (137) |
| Travel expenses and allowances | 431 | 136 | 295 |
| Waste disposal | 424 | 539 | (115) |
| Canteen | 279 | 325 | (46) |
| Temporary agency workers | 399 | 487 | (88) |
| Other costs | 2,133 | 2,315 | (182) |
| Total | 28,629 | 34,254 | (5,625) |
The main outsourced processing carried out by the Company include aluminium die-casting, hot moulding of brass and some mechanical processing and assembly. As a result of lower activity levels compared to the previous year, some production stages that had been outsourced to external suppliers in 2021 to cope with peaks in demand were internalised.
The increase in energy costs was due to the exceptional increase in electricity and gas prices. The Company estimated that the impact of this increase, on a like-for-like basis compared to the previous year, amounted to €2.5 million in higher charges.
| 2022 | 2021 | Change | |
|---|---|---|---|
| Salaries and wages | 18,199 | 20,670 | (2,471) |
| Social Security costs | 5,779 | 6,433 | (654) |
| Temporary agency workers | 3,819 | 5,229 | (1,410) |
| Post-employment benefit and | 1,644 | 1,643 | |
| other costs | 1 | ||
| Stock grant plan | 1,134 | 805 | 329 |
| Total | 30,575 | 34,780 | (4,205) |
Average of the Company headcount at 31 December 2022 totalled 461 employees (324 bluecollars, 122 white-collars and supervisors, 15 managers), compared with 473 in 2021 (335 bluecollars, 125 white-collars and supervisors, 13 managers). The number of temporary staff with temporary work contract was 68 at 31 December 2022 (115 at the end of 2021).
The item "Stock Grant Plan" included the measurement at 31 December 2022 of the fair value of the options to the allocation of Sabaf shares to employees. For details of the Stock Grant Plan, refer to Note 46.
| 2022 | 2021 | Change | |
|---|---|---|---|
| Non-income related taxes and duties |
379 | 375 | 4 |
| Losses and write-downs of trade receivables |
0 | 100 | (100) |
| Contingent liabilities | 173 | 53 | 120 |
| Other provisions | 32 | 28 | 4 |
| Other operating expenses | 317 | 172 | 145 |
| Total | 901 | 728 | 173 |
Non-income taxes mainly include IMU, TASI and the tax for the disposal of urban solid waste. Other provisions refer to the allocations to provisions for risks described in Note 19.
| 2022 | 2021 | Change | |
|---|---|---|---|
| Interests receivable from banks | 5 | 1 | 4 |
| Interests receivable from loans | 309 | 255 | 54 |
| IRS spreads receivable | 1,626 | - | 1,626 |
| Other financial income | 34 | 63 | (29) |
| Total | 1,974 | 319 | 1,655 |
| 2022 | 2021 | Change | |
|---|---|---|---|
| Interest paid to banks | 1,157 | 322 | 835 |
| Banking expenses | 149 | 177 | (28) |
| Other financial expense | 267 | 31 | 236 |
| Total | 1,573 | 530 | 1,043 |
Other financial expenses include €101 thousand for the discounting of the receivable from the former shareholders of P.G.A. s.r.l. described in Note 6.
In 2022, the Company reported net foreign exchange gains of €354 thousand (net gains of €427 thousand in 2021) due to the gradual strengthening of the dollar against the euro during the year.
| 2022 | 2021 | Change | |
|---|---|---|---|
| Dividends received from Okida Elektronik | 178 | 176 | 2 |
| Total | 178 | 176 | 2 |
| 2022 | 2021 | Change | |
|---|---|---|---|
| Current taxes | (1,015) | 2,961 | (3,976) |
| Deferred tax assets and liabilities | 633 | 662 | (29) |
| Taxes related to previous financial | (159) | 36 | (195) |
| years | |||
| Taxes on foreign dividends | 16 | 24 | (8) |
| Provision for tax risks | - | 500 | (500) |
| Total | (525) | 4,183 | (4,708) |
Negative taxes related to the tax loss for the 2022 tax year are recognised in current taxes for 2022.
Reconciliation between the tax burden booked in the financial statements and the theoretical tax burden calculated according to the statutory tax rates currently in force in Italy is shown in the following table:
| 2022 | 2021 | |
|---|---|---|
| Theoretical income tax | 413 | 3,414 |
| Taxes related to previous financial years | (71) | 28 |
| Tax effect of dividends from investee companies | (25) | (16) |
| "Iper and Superammortamento" tax benefit | (603) | (641) |
| Permanent tax differences | 196 | 74 |
| Tax effect on tax credit for energy-intensive and gas-intensive companies | (505) | |
| Tax credit on sanitisation costs | - | (14) |
| Provision for tax risks | - | 500 |
| IRES (current and deferred) | (595) | 3,345 |
| IRAP (current and deferred) | 70 | 838 |
| Total | (525) | 4,183 |
Theoretical taxes were calculated applying the current corporate income tax (IRES) rate, i.e. 24%, to the pre-tax result. IRAP is not taken into account for the purpose of reconciliation because, as it is a tax with a different assessment basis from pre-tax profit, it would generate distorting effects.
On 1 June 2022, shareholders were paid an ordinary dividend of €0.60 per share (total dividends of €6,616 thousand in implementation of the shareholders' resolution of 28 April 2022.
For the current financial year, the Directors have proposed not to distribute dividends to shareholders.
Within the Sabaf Group, the Company operates exclusively in the gas parts segment for household cooking. The information in the consolidated financial statements is divided between the various segments in which the Group operates.
In accordance with IFRS 7, a breakdown of the financial instruments is shown below, among the categories set forth in IFRS 9.
| 31/12/2022 | 31/12/2021 | |
|---|---|---|
| Financial assets | ||
| Amortised cost | ||
| Cash and cash equivalents | 2,604 | 29,733 |
| Trade receivables and other receivables | 29,523 | 46,991 |
| Non-current loans | 10,376 | 10,708 |
| Other financial assets | 1,300 | 1,173 |
| Fair Value through profit or loss | ||
| Derivatives cash flow hedges (on interest rates) | 1,601 | - |
| Financial liabilities | ||
| Amortised cost | ||
| Loans | 103,578 | 101,525 |
| Other financial liabilities | 547 | 1,173 |
| Trade payables | 21,168 | 33,545 |
| Fair Value through profit or loss | ||
| Derivatives cash flow hedges (on interest rates) | - | 149 |
| Hedge accounting | ||
| Derivatives cash flow hedges (on currency) | 14 | 71 |
The Company is exposed to financial risks related to its operations, mainly:
It is part of Sabaf's policies to hedge exposure to changes in prices and in fluctuations in exchange and interest rates via derivative financial instruments. Hedging is done using forward contracts, options or combinations of these instruments. Generally speaking, the maximum duration covered by such hedging does not exceed 18 months. The Company does not enter into speculative transactions. When the derivatives used for hedging purposes meet the necessary requisites, hedge accounting rules are followed.
Trade receivables involve producers of domestic appliances, multinational groups and smaller manufacturers in a few or single markets. The Company assesses the creditworthiness of all its
customers at the start of supply and systemically at least on an annual basis. After this assessment, each customer is assigned a credit limit.
The Company factors receivables with factoring companies based on without recourse agreements, thereby transferring the related risk.
A credit insurance policy is in place, which guarantees cover for approximately 42% of trade receivables.
Credit risk relating to customers operating in emerging economies is generally attenuated by the expectation of revenue through letters of credit.
The main exchange rate to which the Company is exposed is the euro/USD in relation to sales made in dollars (mainly in North America) and, to a lesser extent, to some purchases (mainly from Asian manufacturers). Sales in US dollars represented 13.3% of total turnover in 2022, while purchases in dollars represented 5% of total turnover. During the year, operations in dollars were partially hedged through forward sales contracts. At 31 December 2022, there is a forward sales contract for \$500 thousand maturing in March 2023, at an exchange rate of 1.0792. With reference to these contracts, the Company applies hedge accounting, checking compliance with IFRS 9.
The table below shows the balance sheet and income statement effects of forward sales contracts recognised under hedge accounting.
| (amounts in €/000) | 2022 |
|---|---|
| Reduction in financial assets | - |
| Increase in current financial liabilities | (57) |
| Adjustment to the Cash Flow Hedge reserve (equity reserve) | 58 |
| Negative impact through profit or loss | 383 |
| Company | Counterparty | Instrument | Maturity | Value date |
Notional (in thousands) |
Fair value hierarchy |
|---|---|---|---|---|---|---|
| Sabaf S.p.A. | MPS | Forward | 31/03/2023 | USD | 1,000,000 | 2 |
With reference to financial assets and liabilities in US dollars at 31 December 2022, a hypothetical and immediate revaluation of 10% of euro against the dollar would have led to a loss of €410 thousand.
Owing to the current trend in interest rates, the Company favours fixed-rate indebtedness: medium to long-term loans originated at a variable rate are converted to a fixed rate by entering into interest rate swaps (IRS) at the same time as the loan is opened. At 31 December 2022, IRS totalling €24.6 million were in place, mirrored in mortgages with the same residual debt, through which the Company transformed the floating rate of the mortgages into fixed rate. The derivative contracts were not designated as a cash flow hedge and were therefore recognised using the "fair value through profit or loss" method.
The following table shows the characteristics of the derivative financial instruments described in the previous paragraph.
| Company | Counterparty | Instrumen t |
Maturity | Value date |
Notional | Fair value hierarchy |
|---|---|---|---|---|---|---|
| MPS | 30/06/2023 | 500,000 | ||||
| Intesa Sanpaolo | 15/06/2024 | 3,600,000 | ||||
| Sabaf S.p.A. | Intesa Sanpaolo | IRS | 15/06/2024 | EUR | 1,110,000 | 2 |
| Crédit Agricole | 30/06/2025 | 6,600,000 | ||||
| Mediobanca | 28/04/2027 | 12,830,000 |
Considering the IRS in place, at the end of 2022 almost 80% of the Company's gross financial debt was at a fixed rate.
With reference to financial liabilities at variable rate at 31 December 2022, a hypothetical and immediate increase of 1% of interest rates would have led to a loss of €210 thousand.
A significant portion of the Company's purchase costs is represented by aluminium, steel and brass. Metal prices rose sharply during 2022, forcing the Company to renegotiate sales prices several times to compensate for the increase in costs. Based on market conditions and contractual agreements, the Company may not be able to pass on changes in raw material prices to customers in a timely and/or complete manner, with consequent effects on margins. The Company also protects itself from the risk of changes in the price of aluminium, steel and brass with supply contracts signed with suppliers for delivery up to twelve months in advance or, alternatively, with derivative financial instruments. In 2022 and 2021, the Company did not use financial derivatives on commodities.
The management of liquidity and financial debt is coordinated at Group level. The Group operates with a debt ratio considered physiological (net financial debt/shareholders' equity at 31 December 2022 of 54.0%, net financial debt/EBITDA of 2.10) and has unused short-term lines of credit. To minimise the risk of liquidity, the Administration and Finance Department:
An analysis by expiry date of financial payables at 31 December 2022 and 31 December 2021 is shown below.
| Carrying value |
Contractual cash flows |
Within 3 months |
From 3 months to 1 year |
From 1 to 5 years |
More than 5 years |
|
|---|---|---|---|---|---|---|
| Unsecured loans and leases | 64,643 | 67,622 | 2,207 | 17,536 | 47,879 | - |
| Bond issue | 29,685 | 33,939 | - | 563 | 8,251 | 25,125 |
| Short-term bank loans | 8,420 | 8,420 | 921 | 7,499 | - | - |
| Payables to former P.G.A. shareholders |
547 | 547 | 372 | - | 175 | - |
| Total financial payables | 103,259 | 110,528 | 3,128 | 25,598 | 56,305 | 25,125 |
| Trade payables | 21,168 | 21,168 | 19,329 | 1,839 | - | - |
| Total | 124,427 | 131,696 | 22,829 | 27,437 | 56,305 | 25,125 |
| Carrying value |
Contractual cash flows |
Within 3 months |
From 3 months to 1 year |
From 1 to 5 years |
More than 5 years |
|
|---|---|---|---|---|---|---|
| Unsecured loans and leases | 70,035 | 71,469 | 1,819 | 15,830 | 47,984 | 5,836 |
| Bond issue | 29,649 | 34,440 | - | 555 | 2,220 | 31,665 |
| Short-term bank loans | 2,062 | 2,062 | 2,062 | - | - | - |
| Payables to C.M.I. shareholders |
1,173 | 1,173 | - | 1,173 | - | - |
| Total financial payables | 102,919 | 109,144 | 3,881 | 17,558 | 50,204 | 37,501 |
| Trade payables | 33,678 | 33,678 | 30,896 | 2,782 | - | - |
| Total | 136,597 | 142,822 | 34,777 | 20,340 | 50,204 | 37,501 |
The various due dates are based on the period between the end of the reporting period and the contractual expiry date of the commitments, the values indicated in the table correspond to nondiscounted cash flows. Cash flows include the shares of principal and interest; for floating rate liabilities, the shares of interest are determined based on the value of the reference parameter at the end of the reporting period and increased by the spread set forth in each contract.
The revised IFRS 7 requires that financial instruments reported in the statement of financial position at fair value be classified based on a hierarchy that reflects the significance of the input used in determining the fair value. IFRS 7 makes a distinction between the following levels:
The following table shows the assets and liabilities measured at fair value at 31 December 2022, by hierarchical level of fair value assessment.
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Other financial liabilities (interest rate derivatives) | - | 1,601 | - | 1,601 |
| Total assets and liabilities at fair value | - | 1,601 | - | 1,601 |
The table below illustrates the impact of all transactions between Sabaf S.p.A. and other related parties on the balance sheet and income statement items and related parties, with the exception of the directors' fees, auditors and key management personnel which is stated in the Report on Remuneration.
| Total 2022 |
Subsidiarie s |
Other related parties |
Total related parties |
Impact on the total |
|
|---|---|---|---|---|---|
| Non-current financial assets | 10,375 | 10,375 | - | 10,375 | 100% |
| Trade receivables | 28,315 | 8,109 | - | 8,109 | 28.64% |
| Tax receivables | 5,061 | 1,209 | - | 1,209 | 23.89% |
| Current financial assets | 2,901 | 1,300 | - | 1,300 | 44.81% |
| Short-term financial payables | 27,242 | 2,500 | - | 2,500 | 9.18% |
| Trade payables | 21,168 | 1,057 | 5 | 1,062 | 5.02% |
| Tax payables | 622 | 24 | - | 24 | 3.86% |
| Total 2021 |
Subsidiarie s |
Other related parties |
Total related parties |
Impact on the total |
|
|---|---|---|---|---|---|
| Non-current financial assets | 10,708 | 10,708 | - | 10,708 | 100% |
| Trade receivables | 45,194 | 15,211 | - | 15,211 | 33.66% |
| Tax receivables | 1,463 | 767 | - | 767 | 52.43% |
| Trade payables | 33,678 | 1,533 | 4 | 1,537 | 4.56% |
| Tax payables | 3,374 | 55 | - | 55 | 1.63% |
| Total 2022 |
Subsidiaries | Other related parties |
Total related parties |
Impact on the total |
|
|---|---|---|---|---|---|
| Revenue | 119,090 | 17,100 | - | 17,100 | 14.36% |
| Other income | 6,511 | 2,921 | - | 2,921 | 44.86% |
| Materials | 52,971 | 3,249 | - | 3,249 | 6.13% |
| Services | 28,629 | 421 | 24 | 445 | 1.55% |
| Capital gains on non-current assets | 1,565 | 1,362 | - | 1,362 | 87.03% |
| Financial income | 1,973 | 309 | - | 309 | 15.66% |
| Financial expenses | 1,573 | 10 | - | 10 | 0.64% |
| Total 2021 |
Subsidiaries | Other related parties |
Total related parties |
Impact on the total |
|
|---|---|---|---|---|---|
| Revenue | 144,034 | 20,212 | - | 20,212 | 14.03% |
| Other income | 6,195 | 2,030 | - | 2,030 | 32.77% |
| Materials | 72,122 | 3,316 | - | 3,316 | 4.60% |
| Services | 34,254 | 447 | 21 | 468 | 1.37% |
| Capital gains on non-current assets | 238 | 110 | - | 110 | 46.22% |
| Financial income | 318 | 255 | - | 255 | 80.19% |
Relations with subsidiaries mainly consist of:
Related-party transactions, which are of minor importance, are regulated by specific contracts regulated at arm's length conditions.
Pursuant to the Consob memorandum of 28 July 2006, the Group declares that no significant non-recurring events or transactions, as defined by the memorandum, took place in 2022.
There were no important events after the 2022 reporting period.
Pursuant to CONSOB memorandum of 28 July 2006, the Company declares that no atypical and/or unusual transactions as defined by the CONSOB memorandum were carried out during 2022.
The Company has two other active local units in addition to the registered office in Ospitaletto (Brescia):
Sabaf S.p.A. also issued sureties to guarantee mortgage loans granted by banks to employees for a total of €2,855 thousand (€3,443 thousand at 31 December 2021).
Fees to directors, statutory auditors and executives with strategic responsibilities are described in the Report on Remuneration that will be presented to the shareholders' meeting called to approve these separate financial statements.
A plan for the free allocation of shares, approved by the Shareholders' Meeting of 6 May 2021, is in place; The related Regulations were approved by the Board of Directors on 13 May 2021.
The Plan aims to promote and pursue the involvement of the beneficiaries whose activities are considered relevant for the implementation of the contents and the achievement of the objectives set out in the Business Plan, foster loyalty development and motivation of managers, by increasing their entrepreneurial approach as well as align the interests of management with those of the Company's shareholders more closely, with a view to encouraging the achievement of significant results in the economic and asset growth and sustainability of the Company and of the Group.
The subject-matter of the Plan is the free allocation to the Beneficiaries of a maximum of 260,000 Options, each of which entitles them to receive free of charge, under the terms and conditions provided for by the Regulations of the relevant Plan, 1 Sabaf S.p.A. Share.
The free allocation of Sabaf S.p.A. shares is conditional on the achievement, in whole or in part, with progressiveness, of the business targets related to the ROI and EBITDA and social and environmental targets.
The Plan is intended for persons who hold or will hold key positions in the Company and/or its Subsidiaries, with reference to the implementation of the contents and the achievement of the objectives of the 2021 - 2023 Business Plan. A total of 226,000 Rights were allocated to the Beneficiaries already identified.
The 2021 - 2023 Plan expires on 31 December 2024.
In connection with this Plan, €1,134 (Note 28) were recognised in personnel costs during the year, an equity reserve of the same amount (Note 14) was recognised as a balancing entry. In line with the date on which the beneficiaries became aware of the assignment of the rights and terms of the plan, the grant date was set at 13 May 2021.
The main assumptions made at the beginning of the vesting period and the methods for determining the fair value at the end of the reporting period are illustrated below. The following economic and financial parameters were taken into account in determining the fair value per share at the start of the vesting period:
| Share price on grant date adjusted for dividends | 23.09 |
|---|---|
| Dividend yield | 2.60% |
| Expected volatility per year | 28% |
| Interest rate per year | -0.40% |
Based on the exercise right at the different dates established by the Plan Regulations and on the
estimate of the expected probability of achieving the objectives for each reference period, the unitary fair value at 31 December 2022 was determined as follows:
| Rights relating to business | Total value on ROCE | 13.74 | ||
|---|---|---|---|---|
| objectives measured on ROCE | Rights on ROCE | 35% | Fair Value | 4.81 |
| Rights relating to business | Total value on EBITDA | 15.92 | ||
| objectives measured EBITDA | Rights on EBITDA | 40% | Fair Value | 6.37 |
| Rights relating to ESG objectives | Total value on "Personnel training" |
20.41 | 1.02 | |
| measured on personnel training | Rights on "Personnel training" |
Fair Value 5% |
||
| Rights relating to ESG objectives | Total value on "Safety indicator" |
7.82 | ||
| measured on safety indicator | Rights on "Safety indicator" |
5% | Fair Value | 0.39 |
| Rights relating to ESG objectives | Total value on "Emission reduction" |
20.41 | ||
| measured on emissions reduction | Rights on "Emission 15% reduction" |
Fair Value | 3.06 | |
| Fair value per share | 15.65 |
In compliance with the requirements of transparency and publicity envisaged pursuant to Italian Law no. 124 of 4 August 2017, article 1, paragraphs 125-129, which imposed on companies the obligation to indicate in the explanatory notes "grants, contributions, and in any case economic advantages of any kind", the following are the details of the relative amounts, accounted for "on a cash basis", in addition to what has already been published in the National State Aid Register - transparency of individual aid.
| Statutory References | Contribution value | Disbursing Subject |
|---|---|---|
| Super/Iper ammortamento (Super/Hyper amortisation) |
1,170 | Italian State |
| Energy-intensive contributions | 1,388 | Italian State |
| Total | 2,558 |
Iperammortamento (Hyper amortisation): it allows an over-estimation for tax purposes of capital equipment to which "Industry 4.0" benefits are applicable, which differs according to the year of acquisition. The reference regulations are included in the Budget Laws from the year 2017 to the year 2020, 2021 Budget Law, Law 178/2020.
Super ammortamento (Super amortisation): it allows an over-estimation for tax purposes of 130% or 140% of investments in new capital equipment; the reference regulations are contained in Italian Law no. 205 of 27 December 2017.
Energy-intensive contributions: Accessible grants for companies that consume a lot of electricity, whose regulatory reference is the MISE Decree of 21 December 2017.
| Company name | Registered offices | Share capital at 31 December 2022 |
Shareholders | % of ownership |
Shareholders' equity at 31 December 2022 |
2022 profit (loss) |
|---|---|---|---|---|---|---|
| Faringosi Hinges s.r.l. | Ospitaletto (BS) | EUR 90,000 | Sabaf S.p.A. | 100% | EUR 9,850,116 | EUR 1,351,208 |
| Sabaf do Brasil Ltda | Jundiaì (Brazil) | BRL 53,348,061 | Sabaf S.p.A. | 100% | BRL 99,469,722 | BRL 300,837 |
| Sabaf US Corp. | Plainfield (USA) | USD 200,000 | Sabaf S.p.A. | 100% | USD 151,957 | USD -27,413 |
| Sabaf Appliance Components (Kunshan) Co., Ltd. |
Kunshan (China) | CNY 69,951,149 | Sabaf S.p.A. | 100% | CNY -11,561,705 | CNY -5,802,098 |
| Sabaf Beyaz Esya Parcalari Sanayi Ve Ticaret Limited Sirteki |
Manisa (Turkey) | TRY 340,000,000 | Sabaf S.p.A. | 100% | TRY 717,338,843 | TRY -48,720,949 |
| A.R.C. s.r.l. | Campodarsego (PD) | EUR 45,000 | Sabaf S.p.A. | 100% | EUR 8,714,300 | EUR 1,049,144 |
| Okida Elektronik Sanayi ve Tickaret A.S |
Manisa (Turkey) | TRY 5,000,000 | Sabaf S.p.A. Sabaf Beyaz Esya Parcalari Sanayi Ve Ticaret Limited Sirteki |
30% 70% |
TRY 342,298,381 | TRY 122,646,519 |
| Sabaf Mexico Appliance Components |
San Louis Potosì (Mexico) |
PESOS 141,003,832 | Sabaf S.p.A. | 100% | PESOS 130,209,351 | PESOS -7,283,441 |
| C.M.I s.r.l. | Valsamoggia (BO) | €1,000,000 | Sabaf S.p.A. | 100% | EUR 19,357,996 | EUR 3,828,124 |
| C.G.D. s.r.l. | Valsamoggia (BO) | EUR 26,000 | C.M.I. s.r.l. | 100% | EUR 1,236,930 | EUR 186,785 |
| Sabaf India Private Limited | Bangalore (India) | INR 224,692,120 | Sabaf S.p.A. | 100% | INR 235,558,330* | INR 6,404,977* |
| P.G.A. s.r.l. | Fabriano (AN) | EUR 100,000 | Sabaf S.p.A. | 100% | EUR 3,681,351 | EUR 799,172 |
| PGA2.0 s.r.l. | Fabriano (AN) | EUR 10,000 | P.G.A. s.r.l. | 100% | EUR 109,674 | EUR 410,195 |
'* The values shown for Sabaf India Private Limited refer to 31 March 2022, the local reporting date
None
13 Values taken from the separate financial statements of subsidiaries, prepared in accordance with locally applicable accounting standards
| Description | Amount | Possibility of utilisation |
Available share |
Amount subject to taxation for the company in the case of distribution |
|---|---|---|---|---|
| Capital reserves: | ||||
| Share premium reserve | 10,002 | A, B, C | 10,002 | 0 |
| Revaluation reserve, Law 413/91 | 42 | A, B, C | 42 | 42 |
| Revaluation reserve, Law 342/00 | 1,592 | A, B, C | 1,592 | 1,592 |
| Retained earnings: | ||||
| Legal reserve | 2,307 | B | 0 | 0 |
| Other retained earnings | 76,901 | A, B, C | 76,901 | 0 |
| Revaluation reserve, Italian Law Decree 104/20 |
4,873 | A, B | 4,873 | 4,727 |
| Valuation reserve: | ||||
| Post-employment benefit actuarial provision |
(397) | 0 | 0 | |
| Reserve for stock grant plan | 1,939 | 0 | 0 | |
| Hedge accounting reserve | (14) | 0 | 0 | |
| Total | 97,245 | 93,410 | 6,361 |
A. for share capital increase
B. to hedge losses
C. for distribution to shareholders
| Gross value | Cumulative depreciation |
Net value | ||
|---|---|---|---|---|
| Non-current assets held for sale |
Law 72/1983 1989 merger Law 413/1991 1994 merger |
137 516 17 1,320 |
(137) (516) (16) (1,108) |
0 0 1 212 |
| Law 342/2000 | 2,870 | (2,798) | 72 | |
| 4,860 | (4,575) | 285 | ||
| Plant and equipment |
Law 576/75 Law 72/1983 1989 merger 1994 merger |
180 2,180 6,140 6,820 |
(180) (2,180) (6,140) (6,820) |
0 0 0 0 |
| 15,320 | (15,320) | 0 | ||
| Industrial and commercial equipment |
Law 72/1983 | 161 | (161) | 0 |
| Other assets | Law 72/1983 | 50 | (50) | 0 |
| TOTAL | 20,391 | (20,106) | 285 |
Sabaf S.p.A. is a company organised under the legal system of the Republic of Italy.
| Registered and administrative office: | Via dei Car pini, 1 25035 Ospitaletto (Brescia) |
|
|---|---|---|
| Contacts: | Tel: Fax: E-mail: Web site: |
+39 030 - 6843001 +39 030 - 6848249 [email protected] http://www.sabaf.it |
| Tax information: | REA Brescia Tax Code VAT Number |
347512 03244470179 01786910982 |
The following table, prepared pursuant to Art. 149-duodecies of the CONSOB Issuers' Regulation, shows fees relating to 2022 for auditing services and for services other than auditing provided by the Independent Auditors. No services were provided by entities belonging to the network.
| (€/000) | Party providing | Fees pertaining to the 2022 |
|---|---|---|
| the service | financial year | |
| Audit | EY S.p.A. | 41 |
| Certification services | EY S.p.A | --- |
| Other audit services | EY S.p.A | 35(1) |
| Total | 75 |
(1) auditing procedures agreement relating to interim management reports.
Pietro Iotti, the Chief Executive Officer, and Gianluca Beschi, the Financial Reporting Officer of Sabaf S.p.A., have taken into account the requirements of Article 154-bis, paragraphs 3 and 4, of Legislative Decree 58 of 24 February 1998 and can certify:
of the administrative and accounting procedures for the formation of the separate financial statements during the 2022 financial year.
They also certify that:
Ospitaletto, 21 March 2023
Chief Executive Officer Pietro Iotti
The Financial Reporting Officer Gianluca Beschi
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