Interim / Quarterly Report • Aug 6, 2021
Interim / Quarterly Report
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Emak S.p.A. • Via Fermi, 4 • 42011 Bagnolo in Piano (Reggio Emilia) ITALY Tel. +39 0522 956611 • Fax +39 0522 951555 • www.emakgroup.it • www.emak.it Capitale Sociale Euro 42.623.057,10 Interamente versato • Registro delle Imprese N. 00130010358 • R.E.A. 107563 Registro A.E.E. IT08020000000632 • Registro Pile/Accumulatori IT09060P00000161 Meccanografico RE 005145 • C/C Postale 11178423 • Partita IVA 00130010358 • Codice Fiscale 00130010358
| Organizational chart of Emak Group as at 30 June 2021 3 | |
|---|---|
| Main shareholders of Emak S.p.A. 4 | |
| Corporate Bodies of Emak S.p.A 5 | |
| Emak Group Profile 6 | |
| Main strategic lines of action 8 | |
| Intermediate Directors Report at 30 June 2021 9 | |
| Policy of analysis and management of risks related to the Group's business 10 | |
| 1. | Main economic and financial figures for Emak Group 14 |
| 2. | Information about Covid-19 emergency 15 |
| 3. | Scope of consolidation 16 |
| 4. | Economic and financial results of Emak Group 16 |
| 5. | Dealings with related parties 22 |
| 6. | Plan to purchase Emak S.p.A. shares 23 |
| 7. | Disputes 23 |
| 8. | Business outlook 23 |
| 9. | Significant events occurring during the period and positions or transactions arising from atypical and |
| unusual transactions, significant and non-recurring 24 | |
| 10. | Subsequent events 24 |
| 11. | Other information 24 |
| 12. | Reconciliation between shareholders' equity and net profit of the parent company Emak and |
| consolidated equity and the results 25 | |
| Emak Group - Half year report at 30 June 2021 27 | |
| Consolidated Income Statement 28 | |
| Statement of consolidated financial position 29 | |
| Statement of changes in consolidated equity for the Emak Group at 31.12.2020 and at 30.06.2021 30 | |
| Statement of changes in consolidated equity for the Emak Group at 30.06.2020 30 | |
| Consolidated Cash Flow Statement 31 | |
| Explanatory notes to the abbreviated consolidated financial statements for the half-year of Emak Group 32 | |
| Declaration on the half year report in accordance whit Article 154-bis, paragraph 5 of Legislative Decree no. | |
| 58/1998 (Consolidated Law on Finance) 64 | |
| Auditor's review report on the half year condensed consolidated financial statement 65 |
The share capital of Emak S.p.A. is represented by 163,934,835 shares with a par value of 0.26 euros per share.
The Company has been listed on the Milan Stock Exchange since June 25, 1998. Since September 2001 the stock has been included in the Segment of Equities with High Requirements (STAR).
Below is summarized the composition of the shareholders of Company as at June 30 2021.
The Ordinary General Meeting of the Shareholders of the Parent Company, Emak S.p.A. on 30 April 2019 appointed the Board of Directors and the Board of Statutory Auditors for the financial years 2019-2021.
| Board of Directors | |
|---|---|
| Chairman and Chief Executive Officer | Fausto Bellamico |
| Deputy Chairman and Executive Director | Aimone Burani |
| Executive Director | Luigi Bartoli |
| Lead Independent Director | Massimo Livatino |
| Independent Directors | Alessandra Lanza |
| Elena Iotti | |
| Directors | Francesca Baldi |
| Ariello Bartoli | |
| Paola Becchi | |
| Giuliano Ferrari | |
| Vilmo Spaggiari | |
| Guerrino Zambelli | |
| Marzia Salsapariglia | |
| Audit Committee, Remuneration Committee, Related Party Transactions Committee, Nomination Committee |
|
| Chairman | Massimo Livatino |
| Components | Alessandra Lanza |
| Elena Iotti | |
| Financial Reporting Officer | Aimone Burani |
| Supervisory Body as per Legislative Decree 231/01 | |
| Chairman | Sara Mandelli |
| Acting member | Roberto Bertuzzi |
| Board of Statutory Auditors | |
| Chairman | Stefano Montanari |
| Acting auditors | Gianluca Bartoli |
| Francesca Benassi | |
| Alternate auditor | Maria Cristina Mescoli |
| Federico Cattini | |
| Independent Auditor | Deloitte & Touche S.p.A. |
The Emak Group operates on the global market with a direct presence in 15 countries and a distribution network covering 5 continents.
The Group offers a wide range of products with recognised trademarks and refers to a target clientele highly diversified into three business segments:
Outdoor Power Equipment (OPE): Emak S.p.A. and its commercial and productive subsidiaries operates in this segment;
Pumps and High Pressure Water Jetting (PWJ): this segment is managed by Comet S.p.A. and its subsidiaries, including Lavorwash S.p.A. and its subsidiaries;
Components and Accessories (C&A): this segment is managed by Tecomec S.r.l., its subsidiaries and Sabart S.r.l..
The Outdoor Power Equipment segment includes activities for the development, manufacture and marketing of products for gardening and forestry activities and small machines for agriculture, such as brush cutters, lawnmowers, garden tractors, chainsaws, motor hoes and walking tractors. The Group distributes its own products with the main trademarks: Oleo-Mac, Efco, Bertolini, Nibbi and, limited to the French market, Staub. The Group's offer is directed to professionals and to private users. The Group mainly operates in the specialised dealer channel, characterized by a high level of pre- and post-sales service, distributing its products through its own sales branches and, where not present directly, through a network of 150 distributors in more than 115 countries throughout the world. In some countries the Group has commercial relations with the main large-scale distribution chains. Furthermore, over the last few years, a process has been undertaken aimed at developing the online channel, through a dedicated proprietary portal.
The Outdoor Power Equipment segment represents approximately 36% of the Group's overall sales and almost 90% is developed in Europe, where the main commercial branches are based.
In this sector, the Group focuses its efforts mainly on product innovation (in terms of improving product performance, comfort, reduction of emissions, new technologies, safety) and development of the distribution network (both geographically and in terms of sales channels).
Worldwide the Group's accessible market has an estimated value of approximately 8 billion Euros. In mature markets such as North America and Western Europe, demand is predominantly related to replacement: the main driver is the trend of the economy and of the "gardening" culture. In emerging markets such as the Far East, Eastern Europe and South America, demand is predominantly for the "first buy": the main driver in these areas is economic growth, the evolution of agricultural mechanisation and the relative policies of support. A further factor that influences demand is the price of commodities: the trend in the price of agricultural commodities, for example, influences investments in agricultural machinery.
The Pumps and High Pressure Water Jetting line brings together activities for the development,manufacture and marketing of three product lines: (i) agriculture, with a complete range of diaphragm pumps, centrifugal pumps, piston pumps and components for applications on spraying and weeding machines; (ii) industry, in which it offers a complete range of low, high and very high pressure piston pumps (up to 2,800 bar), hydrodynamic units and accessories for water blasting, and machines for urban cleaning; (iii) cleaning, with a complete offer of pressure washers, from home to professional use, floor washing-drying machines and vacuum cleaners. The Group distributes its own products with the Comet, HPP, Lemasa, PTC Waterjetting Equipment, PTC Urban Cleaning Equipment and Lavor brand names. The Group serves its customers, directly or through independent distributors, in over 130 countries around the world: producers of spraying and weeding machines, OEM's customers and contractors, specialised dealers and the large-scale retail trade, marketplaces for online sales. This segment represents approximately 39% of the Group's overall sales.
In this sector, the Group focuses its efforts mainly on product innovation, on the expansion of its offer, both in terms of product and sectors of use, as well as on maximizing the synergies deriving from the acquisitions completed over the years.
The accessible market for the Group's products has an estimated value of around 3 billion Euros.
The demand for agricultural products is strongly connected to the trend of the economic cycle, demographic growth and the consequent increase in the demand for agricultural production, to the development of agricultural mechanisation and relative policies of support.
The market of products for the industrial sector is continuously growing and demand is linked to the trend of several sectors/fields of application in which the systems are used, such as: hydro-demolition; water-washing and ship repairs; refineries; mines and quarries; the petroleum industry; underwater washing; the iron and steel industry; foundries; chemical processing plant; energy production; paper mills; transport; municipalities; automobile and engine manufacturing.
The demand for cleaning products is mainly linked to the economic cycle trend and the increase in hygienic standards.
The Components and Accessories segment includes activities for the development, manufacture and marketing of products for the gardening, forestry, agriculture and cleaning sectors. The most representative are line and heads for brush-cutters (which together form the cutting system), accessories for chainsaws (such as sharpeners for chains), pistols, valves and nozzles for high pressure cleaners and for agricultural applications, products and solutions for precision farming. In this segment the Group operates partly through its own brands Tecomec, Geoline, Agres, Mecline, Markusson and Sabart, and partly to OEM customers with its own brand. The Group sells its products to producers of gardening and forestry, agriculture and cleaning machinery (which together represent approximately 48% of turnover), through a network of specialized distributors (38% of turnover) and finally, in the large-scale distribution channel (14% of turnover). Overall, this segment represents approximately 25% of the Group's overall sales.
In this sector, the Group focuses its efforts mainly on product innovation, on strengthening partnerships with major manufacturers and on expanding its offer.
The accessible market for the Group's products has an estimated value of around 1.5 billion Euros.
The demand for components and accessories is mainly related to the performance of the reference sectors of the various applications for which the products offered are intended.
In general, the Group's activity is influenced by seasonality in demand. Sales of products intended for gardening, agriculture and cleaning are mainly concentrated in the first half of the year, a period in which the activities of landscaping, tillage and cleaning of outdoor spaces are carried out. Less seasonal is the demand
for products for industry, due to the diversity of the target sectors and the many applications for which they are intended.
The main goal of the Emak Group is the creation of value for its stakeholders, through sustainable growth.
In order to achieve this objective, the Group focuses on:
Group believes that an effective management of risks is a key factor for the maintenance of value over time. For the purpose of achieving its strategic objectives, the Group establishes guidelines for its risk management policy through its governance structure and Internal Control System.
As part of its industrial activity, Emak Group is exposed to a series of risks, the identification, assessment and management of which are assigned to Managing Directors, also in the role of Executives Directors appointed pursuant to the self-regulatory Code of Borsa Italiana S.p.A., to business area managers and the Audit Committee.
The Directors responsible for the internal control system oversee the risk management process by implementing the guidelines defined by the Board of Directors in relation to risk management and by verifying their adequacy.
With the aim of preventing and managing more significant risks, the Group has a risk classification model, subdividing them on the basis of the company department from which that may derive or from which they can be managed, which provides for an assessment of the risks on the basis of an estimate of economic-financial impacts and the probability of occurrence.
The Board of Directors attributes the Committee the tasks of assisting it, giving advice and making proposals, in the performance of its takes regarding the internal control system and risk management and, in particular, in the definition of the guidelines for the internal control system and the periodic evaluation of its suitability, efficiency and effective functioning. The Committee supervises Internal Audit activities and examines, more generally, problems relating to the internal control system and risk management.
In addition to the above activities are those performed by the Internal Audit department, which evaluates the suitability of the internal control system and risk management, of which it is an integral part, with respect to the reference context in which the Group operates. In this sense, in the exercise of their role, Internal Audit checks the functioning and appropriateness of the risk management system, with particular attention to continuous improvement and management policies.
As part of this process, different types of risk are classified on the basis of the assessment of their impact on the achievement of the strategic objectives, that is to say, on the basis of the consequences that the occurrence of the risk may have in terms of compromised operating or financial performance, or of compliance with laws and/or regulations.
The main strategic-operating risks to which the Emak Group is subject are:
The Group operates on a global scale, in a sector characterized by a high level of competition and in which sales are concentrated mainly in mature markets with moderate or low rates of growth in demand.
Performances are closely correlated to factors such as the level of prices, product quality, trademarks and technology, which define the competitive positioning of operators on the market. The competitive position of the Group, which compares with global players that often have greater financial resources as well as greater diversification in terms of geography, makes particularly significant the exposure to risks typically associated with market competitiveness.
The Group mitigates the country risk by adopting a business diversification policy by product and geographic area, such as to allow risk balancing.
The Group also constantly monitors the positioning of its competitors in order to intercept any impacts on its commercial offer.
In order to reduce the risk of saturation of the segments / markets in which it operates, the Group is progressively expanding its product range, also paying attention to "price sensitive" segments.
Over the last few years, trends have emerged such as for example e-commerce and technological which could have, in the medium to long term, a significant impact on the market in which the Group operates. The ability to grasp the emerging expectations and needs of consumers is therefore an essential element for maintaining the Group's competitive position.
The Group seeks to capture emerging market trends to renew its range of products and adapt its value proposition based on consumer purchasing behaviour.
The Group adopts international expansion strategy, and this exposes it to a number of risks related to economic conditions and local policies of individual countries and by fluctuations in exchange rates. These risks may impact on consumption trends in the different markets and may be relevant in emerging economies, characterized by greater socio- political volatility and instability than mature economies. Investments made in a number of countries, therefore, could be influenced by substantial changes in the local macro-economic context, which could generate changes in the economic conditions that were present at the time of making the investment. The Group's performances are therefore more heavily influenced by this type of risk than in the past. The Group, in the context of growth by external lines, implements and coordinates all the M&A activity profiles for the purpose of mitigating the risks. In addition, the management of the Group has set up constant monitoring in order be able to intercept possible socio-political or economic changes in such countries so as to minimize any consequent impact.
Weather conditions may impact on the sales of certain product families. Generally, weather conditions characterized by drought can cause contractions in the sale of gardening products such as lawnmowers and garden tractors, while winters with mild climate adversely affect sales of chainsaws. The Group is able to respond quickly to changes in demand by leveraging on flexible production.
The Group operates in a sectors where product innovation represents an important driver for the maintenance and growth of its market share.
The Group responds to this risk with continuous investment in research and development and in the use of appropriate skills in order to continue to offer innovative and competitive products in line with market expectations.
The Group is exposed to risks associated with health and safety at work and the environment, which could involve the occurrence work-related accidents and illness, environmental pollution phenomena or the failed compliance of specific legal regulations. The risks associated with such phenomena may lead to penal or administrative sanctions or pecuniary disbursements against the Group. The Group manages these types of risks through a system of procedures aimed the systematic control of risk factors as well as to their reduction within acceptable limits. All this is organized by implementing different management systems required by the standards of different countries and international standards of reference.
The Group's results are influenced by the actions of a number of large customers, with which there are no agreements involving minimum purchase quantities. As a result, the demand of such customers for fixed volumes of products cannot be guaranteed and it is impossible to rule out that a loss of important customers or the reduction of orders made by them could have negative effects on the Group's economic and financial results.
Over the last few years, the Group has increasingly implemented a policy of diversifying customers.
The Group's economic results are influenced by the trend in the price of raw materials and components. The main raw materials used are copper, steel, aluminum and plastic materials. Their prices can fluctuate significantly during the year since they are linked to official commodity prices on the reference markets. The Group does not use raw material price hedging instruments but mitigates risk through supply contracts. The Group has also created a system for monitoring the economic-financial performance of suppliers in order to mitigate the risks inherent in possible supply disruptions and has set up a management relationship with suppliers that guarantees flexibility of supply and quality in line with the policies of the Group.
The Group is exposed to potential liability risks towards customers or third parties in relation to product liability due to possible design and/or manufacturing defects in the Group's products, also attributable to third parties such as suppliers and assemblers. Moreover, in the event that products are defective or do not meet technical and legal specifications, the Group, also by order of control authorities, could be obliged to withdraw such products from the market. In order to manage and reduce these risks, the Group has entered into a master group insurance coverage that minimizes risks only to insurance deductibles.
As part of the development strategy, the Group has implemented acquisitions of companies that have enabled it to increase its presence on the market and seize growth opportunities. With reference to these investments, specified in the financial statements as goodwill, there is no guarantee that the Group will be able to reach the benefits initially expected from these operations. The Group continuously monitors the performance against the expected plans, putting in place the necessary corrective actions if there are unfavourable trends which, when assessing the congruity of the values recorded in the financial statements, lead to significant changes in the expected cash flows used for the impairment tests.
The Group's operations are subject to import and export duties for components and finished products. This impact is taken into account in the formulation of the sale price.
However, in some cases it may be difficult to pass these costs on to the market in a timely manner. In such cases, the Group could be temporarily forced to bear these additional costs.
The Group has a supply chain and a production structure that is diversified in the various countries which allows partial mitigation of the risk following sudden changes in tariffs.
In the short to medium term, there are no significant risks relating to the production processes or markets in which the Group operates. The Group pays attention to the risk associated with climate change with regard to the potential impacts in the medium to long term. These risks are assessed in terms of potential impacts due to extreme events (climate change could impact the performance of some product families) but also as an external risk driver linked both to the choices of the regulator (reduction of emission thresholds) and to the consumer choices, which may have an effect on the business model. The Group is able to respond quickly to changes in demand by leveraging the flexibility of its production structure and to quickly direct its research and development on the basis of any new regulations. The Group also communicates these issues through the 2020 consolidated non-financial declaration, to which reference is made, which also indicates the methods for managing and mitigating ESG risks - Environmental, Social, Governance - (Environmental compliance risks, Physics risks related to climate change, Transition risks related to climate change, Risks related to health and safety in the workplace, Risks related to the crime of corruption).
The Group's turnover in the United Kingdom market represents less than 2% of consolidated revenues. It is therefore not considered that there can be significant and direct impacts on the Group's performance. Instead, future policies associated with the Brexit may influence the performance of European economy, affecting market demand.
The Emak Group operates in many countries and the tax management of each company is subject to complex national and international tax regulations that may change over time.
Compliance with the tax regulations of parent companies and subsidiaries is harmonized with the Group's tax policy through coordination and validation activities, which is expressed in homogeneously approaching, while taking into account local particularities, issues such as tax consolidation, patent box, transfer pricing, the various forms of public incentives for businesses, as well as the choices relating to the management of any tax disputes.
In addition, the Group, with particular reference to its Italian subsidiaries, has also defined a tax risk control system coordinated with the provisions of Law 262/05 and Legislative Decree 231/01, to monitor activities with potential tax impacts on the main business processes and on the Group's results
For several years, the Emak Group has implemented most of the applications necessary to carry out its business on its IT systems, continuing a progressive and constant digitalization process, subsequent the exponential technological evolution in place. IT systems malfunction and crashes can have a direct impact on most business processes.
In the current economic and social context the risks of cyber security are increasing, especially because of cyber attacks
If successful, such attacks could adversely impact the Group's business operations, financial condition or reputation. Also due to the recent investment of the Group in new and updated information systems, the Group has started the necessary activities to keep the systems protected and to guarantee their recovery following emergencies, as well as an adequate data storage capacity; furthermore, activities were started on the
enhancement of skills in the field of IT security, as well as awareness and training on information security. An intrusion event on the IT infrastructure of a foreign subsidiary did not generate any critical issues as it was adequately managed. In parallel with the provisions of the European Regulation (GDPR), the Group constantly monitors the protection of rights in relation to the personal data processed.
Please refer to specific chapter 2 of the Report for a more complete description of how the Group is responding to risk.
In the ordinary performance of its operating activities, the Emak Group is exposed to various risks of a financial nature. For detailed analysis, reference should be made to the appropriate section of the Notes to Annual Financial Statements in which the disclosures as per IFRS no. 7 are set out.
With the aim of reducing the financial impact of any harmful event, Emak has arranged to transfer residual risks to the insurance market, when insurable.
In this sense, Emak, as part of its risk management, has taken steps to customize insurance coverage in order to significantly reduce exposure, particularly with regard to possible damages arising from the manufacturing and marketing of products.
All companies of the Emak Group are today insured, with policies of international programs such as Liability, Property all risks, D&O, Crime and EPL, against major risks considered as strategic, such as: product liability and product recall, general civil liability, certain catastrophic events and related business interruption. Other insurance coverage has been taken out at the local level in order to respond to regulatory requirements or specific regulations.
The analysis and insurance transfer of the risks to which the Group is exposed is carried out in collaboration with an high standing insurance broker who, through an international network, is also able to assess the adequacy of the management of the Group's insurance programs on a global scale.
| Y 2020 | 2 Q 2021 | 2 Q 2020 | I H 2021 | I H 2020 | ||
|---|---|---|---|---|---|---|
| 469,778 | Revenues from sales | 170,083 | 129,529 | 332,964 | 247,496 | |
| 56,289 | EBITDA before non ordinary income/expenses | (*) | 27,327 | 19,193 | 53,702 | 33,220 |
| 55,634 | EBITDA (*) |
26,922 | 19,041 | 53,839 | 32,964 | |
| 32,942 | EBIT | 21,011 | 13,438 | 42,180 | 21,813 | |
| 19,612 | Net profit | 16,328 | 7,079 | 31,608 | 10,912 |
| Y 2020 | 2 Q 2021 | 2 Q 2020 | I H 2021 | I H 2020 | |
|---|---|---|---|---|---|
| 14,018 | Investment in property, plant and equipment | 2,802 | 5,067 | 5,874 | 7,475 |
| 3,152 | Investment in intangible assets | 942 | 647 | 1,862 | 1,465 |
| 44,448 | Free cash flow from operations (*) |
22,239 | 14,071 | 43,267 | 23,452 |
| 31.12.2020 | 30.06.2021 | 30.06.2020 |
|---|---|---|
| 348,852 Net capital employed (*) |
376,719 | 366,520 |
| (126,552) Net debt (*) |
(125,225) | (149,593) |
| 222,300 Total equity |
251,494 | 216,927 |
| Y 2020 | 2 Q 2021 | 2 Q 2020 | I H 2021 | I H 2020 | |
|---|---|---|---|---|---|
| 11.8% | EBITDA / Net sales (%) | 15.8% | 14.7% | 16.2% | 13.3% |
| 7.0% | EBIT/ Net sales (%) | 12.4% | 10.4% | 12.7% | 8.8% |
| 4.2% | Net profit / Net sales (%) | 9.6% | 5.5% | 9.5% | 4.4% |
| 9.4% | EBIT / Net capital employed (%) | 11.2% | 6.0% | ||
| 0.57 | Net debt / Equity | 0.50 | 0.69 | ||
| 2,136 | Number of employees at period end | 2,155 | 2,010 |
| 31.12.2020 | 30.06.2021 | 30.06.2020 | |
|---|---|---|---|
| 0.118 | Earnings per share (€) | 0.190 | 0.066 |
| 1.35 | Equity per share (€) (*) |
1.52 | 1.31 |
| 1.098 | Official price (€) | 1.730 | 0.675 |
| 1.13 | Maximum share price in period (€) | 1.93 | 0,94 |
| 0.56 | Minimum share price in period (€) | 1.08 | 0,56 |
| 180 | Stockmarket capitalization (€ / million) | 284 | 111 |
| 163,537,602 | Average number of outstanding shares | 163,537,602 | 163,537,602 |
| 163,934,835 | Number of shares comprising share capital | 163,934,835 | 163,934,835 |
| 0.272 | Free cash flow from operations per share (€) (*) |
0.265 | 0.143 |
| 0.045 | Dividend per share (€) | - | - |
(*) See section "definitions of alternative performance indicators"
The trend of the Italian and international economy continues to be conditioned by the COVID-19 epidemic and the resulting health measures. More than a year after the start of the COVID-19 pandemic, uncertainty continues to persist, albeit to a lesser extent than the previous year, surrounding the global economic prospects, mainly linked to the evolution of the pandemic and, in particular, the effectiveness of the vaccination policy, the political actions to limit persistent economic damage, the evolution of financial conditions and the prices of raw materials and finally the resilience of the economy.
The new year began with renewed hopes linked to the launch of the vaccination campaign in almost all areas of the world, although at different speeds. Among the advanced countries, the United States and the United Kingdom have proceeded more quickly, in some cases even reaching the zeroing of social limitations, despite the spread of variants of the virus having increased the number of infections. In addition to the slight increase in infections due to variants, Europe is facing some difficulties mainly related to the extension of the vaccination policy, which has not yet made it possible to achieve mass immunization, expected instead at the beginning of next fall. In any case, the projections of obtaining immunization have a positive impact on the climate of confidence, both of businesses and consumers, fueling a recovery in investments and consumption. However, the prospects still remain highly dependent on the evolution of the epidemiological scenario, the divergence in the speed of recovery between countries and the permanent impact that could have on consumption.
In this context of macroeconomic uncertainty, the efforts implemented by the Group to date have focused on the health and safety of employees and on ensuring business continuity.
Changes in habits induced by pandemic restrictions have led to increases in demand in the sectors in which the Group operates.
The year 2020, as well as the first six months of 2021, were characterized by the rediscovery of green spaces, small-scale agriculture and "do it yourself". Interest in gardening, horticulture and the maintenance of houses and green spaces has increased and with it the associated purchases have grown, with positive effects on the market for specific machines and equipment. The emergence of new lifestyles, induced by the pandemic, has partly positively contributed to the market demand.
The market demand was also supported by a wide and competitive product offer, as well as by a stock level at the network; high operational flexibility made it possible to meet with extraordinary demand which generated an increase in turnover of 34.5% in the first six month compared to the same period of the previous year, which was partially penalized by the first closures and slowdowns of productive activities.
In this context, characterized by strong tension in the production logistics chain, to face with the peak of demand, the Group's activities have focused on optimizing production capacity, despite a physiological increase in the workforce, and on a careful supply chain management.
The increase in the cost of raw materials, components and transport that occurred during the half year was softened by the gradual adjustment of the sales price lists.
In consideration of the fluidity of the situation, the management will constantly monitor the evolution of the context in order to manage the greater volatility of costs, with the aim of limiting the impact on margins.
In consideration of the current scenario, the Group's Management does not expect to make significant changes to its business model in response to the pandemic, which will continue along the lines of innovation, competitiveness and the expansion of the product range and the strengthening of the current distribution channels; as well as the growth objectives also for external lines and for the efficiency of the operating structure remain confirmed.
Given the uncertainty about the evolution of the pandemic, the situation is carefully monitored and further measures will eventually be taken if the context in which the Group operates should change again.
Based on the results obtained to date by the Group and on the financial, managerial and operational indicators, the Management believes that, even in the presence of an uncertain global economic and financial context, there are no uncertainties about the business as a going concern, nor critical issues regarding the ability of the Group to meet its obligations.
With respect to the foreseeable evolution on operations, please refer to the specific chapter of this report.
Compared to 31 December 2020 there are no changes in the area; with reference to 30 June 2020 the company Agres Sistemas Eletrônicos SA is passed from an associate to a subsidiary, having increased the shareholding of Tecomec S.r.l. to 91% and the Swedish company Markusson Professional Grinders AB was consolidated in the first half of 2020 from January 31.
In the first semester 2021, Emak Group achieved a consolidated turnover of € 332,964 thousand, compared to € 247,496 thousand of the same period last year, an increase of 34.5%. This increase is due to the organic growth for 35%, from change in the scope of consolidation for 2.3%, partially offset by the negative effect of translation changes for 2.8%.
The turnover for the second quarter amounts to € 170,083 thousand against € 129,529 thousand in the second quarter of 2020, an increase of 31.3%.
It should be noted that the same period of 2020 had been partially impacted by the advent of the Covid-19 pandemic; however, even in comparison with the first half of 2019 there is a growth of 33.8% (on a like-for-like basis).
Growth was very consistent in all segments in which the Group operates (Outdoor Power Equipment, Pumps & High Pressure Jetting, Components & Accessories) and in all the main markets with the result of also increasing market shares in some countries.
The reasons are to be found in the improvement of the offer in terms of innovation and breadth of range and in the low level of stocks at the distribution network.
As already described in the paragraph concerning the Covid-19 emergency, the change in certain habits has further contributed to the demand for products related to gardening, horticulture, cleaning and outdoor activities in general. The favorable trend in the price of commodities in the sector has driven the demand for agricultural machinery and related components.
The Group was able to face the demand peak thanks to the high flexibility of the operating structure, the extraordinary commitment of the entire organization, including the supply chain.
In the first semester 2021, Ebitda amounts to € 53,839 thousand (16.2% of sales) compared to € 32,964 thousand (13.3% of sales) for the corresponding semester of the previous year.
During the semester 2021, non-ordinary revenues relating to government grants for € 608 thousand (€ 18 thousand in the semester 2020) and non-ordinary expenses for € 471 thousand (€ 274 thousand in the semester 2020) were recorded.
Ebitda before non-ordinary expenses and revenues is equal to € 53,702 thousand (16.1% of revenues), compared to € 33,220 thousand of the same period last year (13.4% of revenues).
The application of the IFRS 16 principle has resulted in a positive effect on the Ebitda of the first half 2021 for € 3,192 thousand, against to € 3,086 thousand of the first half 2020.
EBITDA for the semester benefited from the significant increase in sales volumes and the containment of the incidence of operating costs on the other hand, there is a trend of increase in the cost of raw materials and transport.
Personnel costs increased compared to the same period by € 8,964 thousand due to the greater recourse to the workforce to cope with the increase in production volumes. In the first half of 2020 social safety nets were used, activated during the lockdown period, for the Covid-19 emergency for an amount of € 1,330 thousand.
The average number of resources employed by the Group, also considering temporary workers employed in the period and the different scope of consolidation, was 2,467 compared to 2,170 in the first half of 2020.
Operating result for the first semester 2021 is € 42,180 thousand with an incidence of 12.7% on revenues, compared to € 21,813 thousand (8.8% of sales) for the corresponding period of the previous year.
Depreciation and amortization are € 11,659 thousand, compared to € 11,151 thousand on 30 June 2020.
Non-annualized operating result as a percentage of net capital employed is 11.2% compared to 6% of the same period of the previous year.
Net profit for the first semester 2021 is equal to € 31,608 thousand, against € 10,912 thousand for the same period last year.
In the first semester 2021, the item "Financial expenses" includes € 960 thousand for debt adjustment estimate for purchase commitment of remaining shares of the subsidiary Valley LLP while in the first half of 2020 included an amount of € 410 thousand related to the greater amount paid to exercise the call option on the remaining 30% stake of the company Lemasa.
Currency management in the first semester 2021 is positive for € 1,729 thousand, compared to a negative balance of € 2,229 thousand for the same period of the last year. Exchange rate management was positively affected by the revaluation of the US dollar, and the Brazilian real against the euro.
The item "Income from/(expenses on) equity investment" included a capital loss deriving from the sale of 30% of the share capital of Cifarelli S.p.A. for an amount of € 1,389 thousand, occurred through the exercise of a put option on the minority investment held.
The effective tax rate is 23.6% against 30.5% in the same period of the previous year, which was affected by the prudential failure to record deferred tax assets on tax losses by some Group companies, and at the same time, in the half year 2021, it was positively affected by the accounting of deferred tax assets recorded against the benefits deriving from the tax realignment operations, pursuant to Legislative Decree. 104/2020, of the goodwill of certain Italian subsidiaries.
| 183,197 | Net non-current assets (*) | 186,808 | 176,859 |
|---|---|---|---|
| 165,655 | Net working capital (*) | 189,911 | 189,661 |
| 348,852 | Total net capital employed (*) | 376,719 | 366,520 |
| 220,137 | Equity attributable to the Group | 248,806 | 214,974 |
| 2,163 | Equity attributable to non controlling interests | 2,688 | 1,953 |
| (126,552) | Net debt (*) |
(125,225) | (149,593) |
During first semester 2021 Emak Group invested € 7,736 thousand in property, plant and equipment and intangible assets, as follows:
€ 547 thousand for other investments in operating activities.
€ 3,878 thousand in Italy;
Net working capital at 30 June 2021 amounted to € 189,911 thousand, compared to € 165,655 thousand at 31 December 2020 and € 189,661 thousand at 30 June 2020.
The following table shows the change in net working capital in the first half 2021 compared with the previous year:
| €/000 | 30.06.2021 | 30.06.2020 | ||
|---|---|---|---|---|
| 183,197 | Net non-current assets (*) | 186,808 | 176,859 | |
| 165,655 | Net working capital (*) | 189,911 | 189,661 | |
| 348,852 | Total net capital employed (*) | 376,719 | 366,520 | |
| 220,137 | Equity attributable to the Group | 248,806 | 214,974 | |
| 2,163 | Equity attributable to non controlling interests | 2,688 | 1,953 | |
| (126,552) | (*) Net debt |
(125,225) | (149,593) | |
| (*) | See section "Definitions of alternative performance indicators" | |||
| Net non-current assets | ||||
| intangible assets, as follows: | During first semester 2021 Emak Group invested € 7,736 thousand in property, plant and equipment and | |||
| - - - - - |
€ 2,330 thousand for product innovation; € 2,706 thousand for adjustment of production capacity and for process innovation; € 1,331 thousand for upgrading the computer network system; € 822 thousand for modernization of industrial buildings; € 547 thousand for other investments in operating activities. |
|||
| - - |
€ 3,878 thousand in Italy; € 1,225 thousand in Europe; |
Investments broken down by geographical area are as follows: | ||
| - - |
€ 1,855 thousand in the Americas; € 778 thousand in Asia, Africa and Oceania. |
|||
| Net working capital | ||||
| Net working capital at 30 June 2021 amounted to € 189,911 thousand, compared to € 165,655 thousand at 31 | ||||
| December 2020 and € 189,661 thousand at 30 June 2020. The following table shows the change in net working capital in the first half 2021 compared with the previous |
||||
| €/000 | 1H 2021 | 1H 2020 | ||
| 165,655 | 171,478 | |||
| Net working capital at 01 January | ||||
| Increase/(decrease) in inventories | 7,135 | (9,527) | ||
| Increase/(decrease) in trade receivables | 44,305 | 28,157 | ||
| (Increase)/decrease in trade payables | (14,311) | 4,985 | ||
| Change in scope of consolidation | - | 592 | ||
| year: | Other changes | (12,873) | (6,024) |
The increase in net working capital, compared to 31 December, is related to the seasonality of sales in the half year, while it should be noted that, in absolute value, it is in line with the amount of the same period last year
The increase in trade receivables and trade payables is justified, respectively, by the trend in turnover and by the increase in purchases in the second quarter. The higher volumes also led to a limited increase in inventories.
Net negative financial position amounts to € 125,225 thousand at 30 June 2021, compared to € 149,593 thousand at 30 June 2020 and € 126,552 thousand at 31 December 2020.
The following table shows the movements in the net financial position of the first half:
| €/000 | 1H 2021 | 1H 2020 |
|---|---|---|
| Opening NFP | (126,552) | (146,935) |
| Ebitda | 53,839 | 32,964 |
| Financial income and expenses | (2,515) | (2,368) |
| Income from/(expenses on) equity investment | - | (124) |
| Exchange gains and losses | 1,729 | (2,229) |
| Income taxes | (9,786) | (4,791) |
| Cash flow from operations, excluding changes in operating assets and liabilities |
43,267 | 23,452 |
| Changes in operating assets and liabilities | (24,440) | (19,737) |
| Cash flow from operations | 18,827 | 3,715 |
| Changes in investments and disinvestments | (7,785) | (5,630) |
| Changes rights of use IFRS 16 | (1,917) | (1,210) |
| Dividends cash out | (7,409) | - |
| Other equity changes | - | - |
| Changes from exchange rates and translation reserve | (389) | 4,012 |
| Change in scope of consolidation | - | (3,545) |
| Closing NFP | (125,225) | (149,593) |
Cash flow from operations is equal to € 43,267 thousand compared to € 23,452 thousand in the same period of the previous financial year. In the first half 2020, the "Income from/(expenses on) equity investment" did not include the capital loss generated by the exercise of the Put option on the investment of 30% of Cifarelli S.p.A which was included in the item "changes in investments and divestments".
Cash flow from operations is positive for € 18,827 thousand compared to € 3,715 thousand in the same period of the previous financial year, allowing for a significant decrease in net financial debt compared to the same period of 2020.
During 2021, the Group again distributed dividends for an amount of € 7,409 thousand, while in the previous year, following the measures taken to manage liquidity risk, no coupons were paid to shareholders.
Details of the net financial position is analyzed as follows:
| (€/000) | 30.06.2021 | 31.12.2020 | 30.06.2020 |
|---|---|---|---|
| A. Cash | 84,218 | 99,287 | 85,864 |
| B. Cash equivalents | - | - | - |
| C. Other current financial assets | 972 | 735 | 464 |
| D. Liquidity funds (A+B+C) | 85,190 | 100,022 | 86,328 |
| E. Current financial debt | (14,279) | (16,319) | (28,519) |
| F. Current portion of non-current financial debt | (53,101) | (51,549) | (46,298) |
| G. Current financial indebtedness (E + F) | (67,380) | (67,868) | (74,817) |
| H. Net current financial indebtedness (G - D) | 17,810 | 32,154 | 11,511 |
| I. Non-current financial debt | (144,091) | (159,514) | (163,542) |
| J . Debt instruments | - | - | - |
| K. Non-current trade and other payables | - | - | - |
| L. Non-current financial indebtedness (I + J + K) | (144,091) | (159,514) | (163,542) |
| M. Total financial indebtedness (H + L) (ESMA) | (126,281) | (127,360) | (152,031) |
| N. Non current financial receivables | 1,056 | 808 | 2,438 |
| O. Net financial position (M-N) | (125,225) | (126,552) | (149,593) |
| Effect IFRS 16 | 28,295 | 28,874 | 28,865 |
| Net financial position without effect IFRS 16 | (96,930) | (97,678) | (120,728) |
Net financial position at 30 June 2021 includes actualized financial liabilities related to the payment of future rental and rent payments, in application of IFRS 16 standard, equal to overall € 28,295 thousand, of which € 4,737 thousand falling due within 12 months while at 31 December 2020 they amounted to a total of € 28,874 thousand, of which € 4,816 thousand falling due within 12 months.
Current financial indebtedness mainly consist of:
Financial liabilities for the purchase of the remaining minority shares are equal to € 6,061 thousand, of which € 3,435 thousand in the medium to long term, related to the following companies:
Total equity is equal to € 251,494 thousand at 30 June 2021 against € 222,300 thousand at 31 December 2020.
| OUTDOOR POWER EQUIPMENT |
PUMPS AND HIGH PRESSURE WATER JETTING |
COMPONENTS AND ACCESSORIES |
Other not allocated / Netting |
Consolidated | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| €/000 | 30.06.2021 30.06.2020 30.06.2021 30.06.2020 30.06.2021 30.06.2020 30.06.2021 30.06.2020 30.06.2021 | 30.06.2020 | ||||||||
| Sales to third parties | 118,166 | 85,042 | 128,650 | 99,323 | 86,148 | 63,131 | 332,964 | 247,496 | ||
| Intersegment sales | 184 | 409 | 1,714 | 1,252 | 5,643 | 4,465 | (7,541) | (6,126) | ||
| Revenues from sales | 118,350 | 85,451 | 130,364 | 100,575 | 91,791 | 67,596 | (7,541) | (6,126) | 332,964 | 247,496 |
| Ebitda | 13,235 | 5,239 | 23,063 | 16,191 | 19,705 | 12,566 | (2,164) | (1,032) | 53,839 | 32,964 |
| Ebitda/Total Revenues % | 11.2% | 6.1% | 17.7% | 16.1% | 21.5% | 18.6% | 16.2% | 13.3% | ||
| Ebitda before non ordinary expenses | 13,308 | 5,323 | 22,581 | 16,265 | 19,977 | 12,664 | (2,164) | (1,032) | 53,702 | 33,220 |
| Ebitda before non ordinary expenses/Total Revenues % | 11.2% | 6.2% | 17.3% | 16.2% | 21.8% | 18.7% | 16.1% | 13.4% | ||
| Operating result | 9,202 | 1,449 | 19,349 | 12,146 | 15,793 | 9,250 | (2,164) | (1,032) | 42,180 | 21,813 |
| Operating result/Total Revenues % | 7.8% | 1.7% | 14.8% | 12.1% | 17.2% | 13.7% | 12.7% | 8.8% | ||
| Net financial expenses (1) | (786) | (6,110) | ||||||||
| Profit befor taxes | 41,394 | 15,703 | ||||||||
| Income taxes | (9,786) | (4,791) | ||||||||
| Net profit | 31,608 | 10,912 | ||||||||
| Net profit/Total Revenues% | 9.5% | 4.4% | ||||||||
| (1) Net financial expenses includes the amount of Financial income and expenses, Exchange gains and losses and the amount of the Income from equity investment | ||||||||||
| STATEMENT OF FINANCIAL POSITION | 30.06.2021 31.12.2020 30.06.2021 31.12.2020 30.06.2021 31.12.2020 30.06.2021 31.12.2020 30.06.2021 | 31.12.2020 | ||||||||
| Net debt | 3,906 | 10,780 | 90,192 | 87,031 | 31,127 | 28,741 | 0 | 0 | 125,225 | 126,552 |
| Shareholders' Equity | 186,422 | 178,820 | 78,973 | 66,031 | 63,754 | 55,096 | (77,655) | (77,647) | 251,494 | 222,300 |
| Total Shareholders' Equity and Net debt | 190,328 | 189,600 | 169,165 | 153,062 | 94,881 | 83,837 | (77,655) | (77,647) | 376,719 | 348,852 |
| Net non-current assets (2) | 128,685 | 130,336 | 87,192 | 86,970 | 46,406 | 41,397 | (75,475) | (75,506) | 186,808 | 183,197 |
| Net working capital | 61,643 | 59,264 | 81,973 | 66,092 | 48,475 | 42,440 | (2,180) | (2,141) | 189,911 | 165,655 |
| Total net capital employed | 190,328 | 189,600 | 169,165 | 153,062 | 94,881 | 83,837 | (77,655) | (77,647) | 376,719 | 348,852 |
| (2) The net non-current assets of the Outdoor Power Equipment area includes the amount of Equity investments for 76,074 thousand Euro | ||||||||||
| OTHER STATISTICS | 30.06.2021 31.12.2020 30.06.2021 31.12.2020 30.06.2021 31.12.2020 30.06.2021 31.12.2020 30.06.2021 | 31.12.2020 | ||||||||
| Number of employees at period end | 729 | 738 | 805 | 777 | 613 | 613 | 8 | 8 | 2,155 | 2,136 |
| OTHER INFORMATIONS | 30.06.2021 30.06.2020 30.06.2021 30.06.2020 30.06.2021 30.06.2020 30.06.2021 30.06.2020 30.06.2021 | 30.06.2020 | ||||||||
| Amortization, depreciation and impairment losses | 4,033 | 3,790 | 3,714 | 4,045 | 3,912 | 3,316 | 11,659 | 11,151 | ||
| Investment in property, plant and equipment and in intangible assets |
2,058 | 2,143 | 1,722 | 1,823 | 3,956 | 4,974 | 7,736 | 8,940 |
The table below shows the breakdown of "Sales to third parties" in the first six months of 2021 by business sector and geographic area, compared with the same period last year.
| €/000 | OUTDOOR POWER EQUIPMENT | PUMPS AND HIGH PRESSURE WATER JETTING |
COMPONENTS AND ACCESSORIES |
CONSOLIDATED | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1H 2021 | 1H 2020 | Var. % | 1H 2021 | 1H 2020 | Var. % | 1H 2021 | 1H 2020 | Var. % | 1H 2021 | 1H 2020 | Var. % | |
| Europe | 102,842 | 72,616 | 41.6 | 71,476 | 51,963 | 37.6 | 48,690 | 37,588 | 29.5 | 223,008 | 162,167 | 37.5 |
| Americas | 4,840 | 2,717 | 78.1 | 41,126 | 35,279 | 16.6 | 26,075 | 17,670 | 47.6 | 72,041 | 55,666 | 29.4 |
| Asia, Africa and Oceania | 10,484 | 9,709 | 8.0 | 16,048 | 12,081 | 32.8 | 11,383 | 7,873 | 44.6 | 37,915 | 29,663 | 27.8 |
| Total | 118,166 | 85,042 | 39.0 | 128,650 | 99,323 | 29.5 | 86,148 | 63,131 | 36.5 | 332,964 | 247,496 | 34.5 |
| €/000 | OUTDOOR POWER EQUIPMENT | PUMPS AND HIGH PRESSURE WATER JETTING |
COMPONENTS AND ACCESSORIES |
CONSOLIDATED | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2Q 2021 | 2Q 2020 | Var. % | 2Q 2021 | 2Q 2020 | Var. % | 2Q 2021 | 2Q 2020 | Var. % | 2Q 2021 | 2Q 2020 | Var. % | |
| Europe | 52,765 | 37,753 | 39.8 | 37,469 | 28,093 | 33.4 | 24,831 | 19,361 | 28.3 | 115,065 | 85,207 | 35.0 |
| Americas | 2,452 | 1,218 | 101.3 | 20,119 | 17,580 | 14.4 | 12,975 | 8,411 | 54.3 | 35,546 | 27,209 | 30.6 |
| Asia, Africa and Oceania | 5,831 | 5,204 | 12.0 | 7,890 | 6,718 | 17.4 | 5,751 | 5,191 | 10.8 | 19,472 | 17,113 | 13.8 |
| Total | 61,048 | 44,175 | 38.2 | 65,478 | 52,391 | 25.0 | 43,557 | 32,963 | 32.1 | 170,083 | 129,529 | 31.3 |
Sales on the European market recorded significant growth, with particular reference to Italy, France, Poland and Spain.
In the Americas area, sales saw general growth with a strong increase in the second quarter.
In the Asia, Africa and Oceania area, growth in the Far East and China more than compensated for the decline in sales in Turkey.
EBITDA, equal to € 13,235 thousand, grew compared to 30 June 2020, due to the increase in turnover and the consequent operating leverage effect. Fixed costs remain in line, while personnel costs increase due to higher production volumes.
Net negative financial position, equal to € 3,906 thousand, is lower than at 31 December 2020 thanks to the good performance of management self-financing and net working capital. The significant decrease compared to the figure of € 30,299 thousand at 30 June 2020 should be noted.
Significant growth in Europe was driven by Italy, France, Great Britain, Poland, Russia and Spain. Sales through the online channel continued to rise sharply.
Sales in the Americas area recorded a positive trend, thanks to North America, Brazil and Chile,
Growth in Asia, Africa and Oceania was mainly driven by China and the Far East.
EBITDA for the half year of € 23,063 thousand, increased compared to 30 June 2020, thanks to the positive operating leverage effect that the strong growth in turnover entailed. The first half of 2021 benefited from the extraordinary income accounted for by the subsidiary Valley (USA) and recorded under non-recurring income, against the cancellation of the loan for an equivalent value of € 608 thousand, the request for which was initiated in 2020 as support for the pandemic from Covid-19.
Net negative financial position of € 90,192 thousand, consistent with the seasonality of the business, increased compared to 31 December 2020 due to the increase in net working capital during the half-year, as a result of the growth in turnover for the period. The decrease, compared to the figure as at 30 June 2020, equal to € 96,413 thousand, refers to the cash flow generated in the last 12 months.
In Europe there is a generalized growth in sales of all product lines.
Growth in the Americas area was achieved thanks to the good performance of the subsidiaries that produce and distribute directly on the market, as well as the effect of higher sales resulting from the change in perimeter (Agres).
In the Asia, Africa and Oceania area, sales recorded a positive trend thanks to the markets of China, Japan and Australia.
EBITDA of the half year 2021 equal to € 19,705 thousand, up compared to the half year 2020, benefited from the increase in turnover and from the change in the consolidation area, while it was affected by the increase in the prices of raw materials.
The increase in personnel costs is linked to the adaptation of the staff to cope with higher production volumes.
The increase in net negative financial position, equal to € 31,127 thousand, consistent with the seasonality of the business, compared to the end of the 2020 financial year, is attributable to the increase in net working capital during the half-year linked to the growth in turnover. The increase compared to the figure of € 23,123 thousand at 30 June 2020, also derives from the different scope of consolidation.
Emak S.p.A. is controlled by Yama S.p.A., which holds 65.181% of its share capital and which, as a non financial holding company, is at the head of a larger group of companies, mainly operating in the production of machinery and equipment for agriculture and gardening and of components for motors, and in real estate. The Emak Group has limited supply and industrial service dealings with such companies, as well as dealings of a financial nature deriving from the equity investment of a number of Italian companies in the Emak Group, including Emak S.p.A., in the tax consolidation headed by Yama S.p.A.
Professional services of legal and fiscal nature, provided by entities subject to significant influence by an director, are another type of related party transactions.
All of the above dealings, of a normal and recurring nature, falling within the ordinary exercise of industrial activity, constitute the preponderant part of activities carried out in the period by the Emak Group with related
parties. The transactions in question are all regulated under current market conditions, in compliance with framework resolutions approved periodically by the Board of Directors. Reference can be made to the notes to the accounts at paragraph 36.
During the year, no extraordinary operations with related parties have been carried out. If transactions of this nature had taken place, enforcement procedures approved by the Board of Directors, with its resolution of 13 March 2020, in implementation to art. 4, Reg. Consob. 17221/2010, published on the company website at: https://www.emakgroup.it/it-it/investor-relations/corporate-governance/altre-informazioni/.
On May 12, 2021 Emak S.p.A. has approved an updated edition of the procedures relating to transactions with related parties is in the process of being advanced and soon to be approved, in order to comply with CONSOB resolution no. 21624 of 10/12/2020, taken in implementation of the provisions of the new paragraph 3 of art. 2391-bis of the Italian Civil Code.
The new procedures have been in force since 1 July 2021 and are also published on the company website.
* * * * * * *
The determination of the remuneration of Directors and Auditors and Managers with strategic responsibility in the Parent company occurs as part of the governance framework illustrated to the Shareholders and to the public through the report as per art. 123-ter of Leg. Dec. 58/98, available on the site www.emakgroup.it. Given the conditions, Emak S.p.A. makes use of the procedural simplifications provided for in paragraphs 1 and 3, lett. b), in art. 13 of CONSOB Resolution no. 17221 of March 12, 2010 and related amendments and additions. The remuneration of Directors and Auditors and Managers with strategic responsibilities in the subsidiaries are also established on the basis of adequate protection procedures, that provide for the Parent Company to perform control and harmonization activities.
At December 31, 2020, the Company held 397,233 treasury shares in portfolio for an equivalent value of € 2,029 thousand.
On April 29, 2021, the Shareholders' Meeting authorized the program for the purchase and sale of treasury shares for a period of 18 months starting from that date; the purchase is authorized up to a maximum of n. 9,000,000 shares, corresponding to 5.490% of the current share capital, taking into account the treasury shares already in the portfolio, currently 397,233 in number. The operations will comply with the operating procedures provided for by the regulations in force.
During the first half of 2021 and up to the closing date of this document there were no movements in the purchase or sale of treasury shares, leaving the balances at the beginning of the year unchanged.
There were no disputes in progress that might lead to liabilities in the financial statements other than those already described in note 34 of the abbreviated half-year financial statements, to which reference is made.
The first half of 2021 saw the Group perform very well in all geographic areas, with double-digit growth for all business segments.
The strong increase over the first half of 2019 was also significant, with net sales up by 33.8% on a like-forlike basis.
The Group has gained market share in all segments thanks to an increasingly competitive offer of products and services, strong reactivity and high flexibility in a context of strong discontinuity.
The excellent sales performance in July, together with an order book higher than the norm for the period, should mitigate the effects of any volatility in demand which, although robust, could be impacted by the uncertainty about the definitive exit from the pandemic.
Considering the aforementioned positive outlook, management reviews its turnover growth expectations for the full year in a range of 17% to 21%, an increase compared to the previous guidance of 15% to 20%, with a consequent improvement in the profitability, cash flow and solidity of fundamentals.
The significant events that occurred during the period and positions or transactions arising from atypical and unusual transactions, significant and non-recurring are set out in notes 5 and 7 of half year financial statements.
There are no significant events to report.
The Company has resolved to make use, with effect from 31 January 2013, of the right to derogate from the obligation to publish the informative documents prescribed in the event of significant merger, demerger, share capital increase through the transfer of goods in kind, acquisition and disposal operations, pursuant to art. 70, paragraph 8, and art. 71, paragraph 1-bis of Consob Issuers Regulations, approved with resolution no. 11971 of 4/5/1999 and subsequent modifications and integrations.
In accordance with the Consob Communication dated July 28 2006, the following table provides a reconciliation between net income for first half 2021 and shareholders' equity at 30 June 2021 of the Group (Group share), with the corresponding values of the parent company Emak S.p.A.
| €/000 | Equity at 30.06.2021 |
Result for the year ending 30.06.2021 |
Equity at 30.06.2020 |
Result for the year ending 30.06.2020 |
|---|---|---|---|---|
| Equity and result of Emak S.p.A. | 150,427 | 9,386 | 144,317 | (1,326) |
| Equity and result of consolidated subsidiaries | 321,808 | 31,195 | 288,940 | 14,094 |
| Effect of the elimination of the accounting value of shareholdings |
(214,231) | - | (209,906) | - |
| Elimination of dividends | - | (9,302) | - | (1,015) |
| Elimination of intergroup profits | (6,510) | 329 | (6,300) | 172 |
| Evaluation of equity investment in associated | - | - | (124) | (1,013) |
| Total consolidated amount | 251,494 | 31,608 | 216,927 | 10,912 |
| Non controlling interest | (2,688) | (477) | (1,953) | (95) |
| Equity and result attributable to the Group | 248,806 | 31,131 | 214,974 | 10,817 |
Bagnolo in Piano (RE), August 6, 2021
On behalf of the Board of Directors
The Chairman
Fausto Bellamico
The chart below shows, in accordance with recommendation ESMA/201/1415 published on October 5, 2015, the criteria used for the construction of key performance indicators that management considers necessary to the monitoring the Group performance.
Emak Group Half year report at 30 June 2021
Thousand of Euro
| Year 2020 | CONSOLIDATED INCOME STATEMENT | Notes | 1H 2021 | of which to related parties |
1H 2020 | of which to related parties |
|---|---|---|---|---|---|---|
| Revenues from sales | 9 | 956 | 465 | |||
| 469,778 | 9 | 332,964 | 247,496 | |||
| 4,152 | Other operating incomes | 2,151 | 1,096 | |||
| 9,996 | Change in inventories | 10 | 4,469 | (5,779) | ||
| (258,006) (84,588) |
Raw materials, consumables and goods Personnel expenses |
11 | (180,198) (50,319) |
(1,546) | (126,507) (41,355) |
(1,608) |
| (85,698) | Other operating costs and provisions | 12 | (55,228) | (366) | (41,987) | (234) |
| (22,692) | Amortization, depreciation and impairment losses | 13 | (11,659) | (849) | (11,151) | (849) |
| 32,942 | Operating result | 42,180 | 21,813 | |||
| 727 | Financial income | 14 | 366 | - | 161 | 14 |
| (5,164) | Financial expenses | 14 | (2,881) | (174) | (2,529) | (195) |
| (3,547) | Exchange gains and losses | 14 | 1,729 | (2,229) | ||
| (2,144) | Income from/(expenses on) equity investment | 14 | - | (1,513) | ||
| 22,814 | Profit before taxes | 41,394 | 15,703 | |||
| (3,202) | Income taxes | 15 | (9,786) | (4,791) | ||
| 19,612 | Net profit (A) | 31,608 | 10,912 | |||
| (312) | (Profit)/loss attributable to non controlling interests | (477) | (95) | |||
| 19,300 | Net profit attributable to the Group | 31,131 | 10,817 | |||
| 0.118 | Basic earnings per share | 16 | 0.190 | 0.066 | ||
| 0.118 | Diluted earnings per share | 16 | 0.190 | 0.066 |
| Year 2020 | CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME |
Notes 1H 2021 |
1H 2020 | |
|---|---|---|---|---|
| 19,612 | Net profit (A) | 31,608 | 10,912 | |
| (8,787) | Profits/(losses) deriving from the conversion of foreign company accounts |
4,995 | (5,517) | |
| (64) | Actuarial profits/(losses) deriving from defined benefit plans (*) | - | - | |
| 18 | Income taxes on OCI (*) | - | - | |
| (8,833) | Total other components to be included in the comprehensive income statement (B) |
4,995 | (5,517) | |
| 10,779 | Total comprehensive income for the period (A)+(B) | 36,603 | 5,395 | |
| (147) | Comprehensive net profit attributable to non controlling interests | (575) | 84 | |
| 10,632 | Comprehensive net profit attributable to the Group | 36,028 | 5,479 | |
(*) Items will not be classified in the income statement
In accordance with the CONSOB resolution no. 15519 of July 27 2006, the effects of transactions with related parties on the consolidated income statement are shown in the scheme and are further described and discussed in note 36.
| 31.12.2020 | ASSETS | Notes | 30.06.2021 | of which to related parties |
30.06.2020 | of which to related parties |
|---|---|---|---|---|---|---|
| Non-current assets | ||||||
| 76,409 | Property, plant and equipment | 17 | 77,175 | 76,641 | ||
| 23,069 | Intangible assets | 18 | 22,623 | 21,342 | ||
| 27,925 | Rights of use | 19 | 27,132 | 9,595 | 27,895 | 11,293 |
| 67,464 | Goodwill | 20 | 69,146 | 12,641 | 62,401 | 12,556 |
| 8 | Equity investments in other companies | 21 | 8 | 8 | ||
| - | Equity investments in associates | 21 | - | 2,848 | ||
| 9,063 | Deferred tax assets | 30 | 9,587 | 8,216 | ||
| 808 | Other financial assets | 22 | 1,056 | 185 | 2,438 | 1,223 |
| 57 | Other assets | 24 | 57 | 58 | ||
| 204,803 | Total non-current assets | 206,784 | 22,421 | 201,847 | 25,072 | |
| Current assets | ||||||
| 163,602 | Inventories | 25 | 170,738 | 149,247 | ||
| 111,082 | Trade and other receivables | 24 | 156,646 | 2,406 | 134,190 | 2,394 |
| 7,516 | Current tax receivables | 30 | 6,031 | 4,268 | ||
| 229 | Other financial assets | 22 | 139 | 37 | 137 | 37 |
| 506 | Derivative financial instruments | 23 | 833 | 327 | ||
| 99,287 | Cash and cash equivalents | 84,218 | 85,864 | |||
| 382,222 | Total current assets | 418,605 | 2,443 | 374,033 | 2,431 | |
| 587,025 | TOTAL ASSETS | 625,389 | 24,864 | 575,880 | 27,503 |
| 31.12.2020 | SHAREHOLDERS' EQUITY AND LIABILITIES | Notes | 30.06.2021 | of which to related parties |
30.06.2020 | of which to related parties |
|---|---|---|---|---|---|---|
| Shareholders' Equity | ||||||
| 220,137 | Shareholders' Equity of the Group | 26 | 248,806 | 214,974 | ||
| 2,163 | Non-controlling interests | 2,688 | 1,953 | |||
| 222,300 | Total Shareholders' Equity | 251,494 | 216,927 | |||
| Non-current liabilities | ||||||
| 135,456 | Loans and borrowings due to banks and others lenders | 28 | 120,533 | 139,571 | ||
| 24,058 | Liabilities for leasing | 29 | 23,558 | 8,895 | 23,971 | 10,066 |
| 6,465 | Deferred tax liabilities | 30 | 6,500 | 8,318 | ||
| 7,608 | Employee benefits | 31 | 7,564 | 7,918 | ||
| 2,382 | Provisions for risks and charges | 32 | 2,540 | 2,337 | ||
| 4,343 | Other non-current liabilities | 33 | 2,315 | 3,977 | ||
| 180,312 | Total non-current liabilities | 163,010 | 8,895 | 186,092 | 10,066 | |
| Current liabilities | ||||||
| 110,554 | Trade and other payables | 27 | 133,844 | 6,988 | 89,460 | 3,243 |
| 4,764 | Current tax liabilities | 30 | 8,136 | 6,961 | ||
| 62,032 | Loans and borrowings due to banks and others lenders | 28 | 62,082 | 69,088 | ||
| 4,816 | Liabilities for leasing | 29 | 4,737 | 1,171 | 4,894 | 1,578 |
| 1,020 | Derivative financial instruments | 23 | 561 | 835 | ||
| 1,227 | Provisions for risks and charges | 32 | 1,525 | 1,623 | ||
| 184,413 | Total current liabilities | 210,885 | 8,159 | 172,861 | 4,821 | |
| 587,025 | TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 625,389 | 17,054 | 575,880 | 14,887 |
In accordance with the CONSOB resolution no. 15519 of July 27 2006, the effects of related party transactions on the financial position are shown in the scheme and are further described and discussed in note 36.
| OTHER RESERVES | RETAINED EARNINGS | EQUITY ATTRIBUTABLE |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Thousand of Euro | SHARE CAPITAL |
SHARE PREMIUM |
Legal reserve |
Revaluation reserve |
Cumulative translation adjustment |
Reserve IAS 19 |
Other reserves |
Retained earnings |
Net profit of the period |
TOTAL GROUP |
TO NON CONTROLLING INTERESTS |
TOTAL |
| Balance at 31.12.2019 | 42,519 | 40,529 | 3,489 | 1,138 | 733 | (1,274) | 31,702 | 77,710 | 12,949 | 209,495 | 2,037 | 211,532 |
| Profit reclassification | 122 | 12,827 | (12,949) | - | (4) | (4) | ||||||
| Other changes | (941) | 3,215 | (2,264) | 10 | (17) | (7) | ||||||
| Net profit for the period | (8,622) | (46) | 19,300 | 10,632 | 147 | 10,779 | ||||||
| Balance at 31.12.2020 | 42,519 | 39,588 | 3,611 | 4,353 | (7,889) | (1,320) | 31,702 | 88,273 | 19,300 | 220,137 | 2,163 | 222,300 |
| Profit reclassification | 138 | 183 | 11,620 | (19,300) | (7,359) | (50) | (7,409) | |||||
| Other changes | - | - | - | |||||||||
| Net profit for the period | 4,897 | 31,131 | 36,028 | 575 | 36,603 | |||||||
| Balance at 30.06.2021 | 42,519 | 39,588 | 3,749 | 4,353 | (2,992) | (1,320) | 31,885 | 99,893 | 31,131 | 248,806 | 2,688 | 251,494 |
The share capital is shown net of the nominal value of treasury shares in the portfolio amounted to € 104 thousand The share premium reserve is stated net of the premium value of treasury shares amounting to € 1,925 thousand
| OTHER RESERVES | RETAINED EARNINGS | EQUITY ATTRIBUTABLE |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Thousand of Euro | SHARE CAPITAL |
SHARE PREMIUM |
Legal reserve |
Revaluation reserve |
Cumulative translation adjustment |
Reserve IAS 19 |
Other reserves |
Retained earnings |
Net profit of the period |
TOTAL GROUP |
TO NON CONTROLLING INTERESTS |
TOTAL |
| Balance at 31.12.2019 | 42,519 | 40,529 | 3,489 | 1,138 | 733 | (1,274) | 31,702 | 77,710 | 12,949 | 209,495 | 2,037 | 211,532 |
| Profit reclassification | 122 | 12,827 | (12,949) | - | - | - | ||||||
| Other changes | - | - | - | |||||||||
| Net profit for the period | (5,338) | 10,817 | 5,479 | (84) | 5395 | |||||||
| Balance at 30.06.2020 | 42,519 | 40,529 | 3,611 | 1,138 | (4,605) | (1,274) | 31,702 | 90,537 | 10,817 | 214,974 | 1,953 | 216,927 |
The share capital is shown net of the nominal value of treasury shares in the portfolio amounted to € 104 thousand The share premium reserve is stated net of the premium value of treasury shares amounting to € 1,925 thousand
| 31.12.2020 ( €/000 ) | Notes | 30.06.2021 | 30.06.2020 | |
|---|---|---|---|---|
| Cash flow from operations | ||||
| 19,612 Net profit for the period | 31,608 | 10,912 | ||
| 22,692 Amortization, depreciation and impairment losses | 13 | 11,659 | 11,151 | |
| Financial expenses from discounting of debts and other income/expenses | ||||
| 222 | from non-monetary transactions | (575) | 179 | |
| 2,144 Income from/(expenses on) equity investment | 14 | - | 1,513 | |
| 646 Financial (income)/ Expenses from adjustment of estimated liabilities for | 14 | 960 | 410 | |
| outstanding commitment associates' shares | ||||
| (54) Capital (gains)/losses on disposal of property, plant and equipment | (101) | (15) | ||
| (9,768) Decreases/(increases) in trade and other receivables | (43,248) | (30,565) | ||
| (9,694) Decreases/(increases) in inventories | (4,701) | 5,812 | ||
| 18,053 (Decreases)/increases in trade and other payables | 23,189 | 2,247 | ||
| (501) Change in employee benefits | (44) | (191) | ||
| (322) (Decreases)/increases in provisions for risks and charges | 444 | 52 | ||
| (80) Change in derivative financial instruments | (790) | (82) | ||
| 42,950 Cash flow from operations | 18,401 | 1,423 | ||
| Cash flow from investing activities | ||||
| (14,143) Change in property, plant and equipment and intangible assets | (7,885) | (5,884) | ||
| 3,916 (Increases) and decreases in securities and financial assets | (145) | 3,127 | ||
| 54 Proceeds from disposal of property, plant and equipment and other changes | 101 | 15 | ||
| (4,596) Change in scope of consolidation | - | (1,228) | ||
| (14,769) Cash flow from investing activities | (7,929) | (3,970) | ||
| Cash flow from financing activities | ||||
| (53) Other changes in equity | - | - | ||
| 29,951 Change in short and long-term loans and borrowings | (16,285) | 41,920 | ||
| (5,300) Liabilities for leasing refund | (2,634) | (2,459) | ||
| (4) Dividends paid | (7,409) | - | ||
| 24,594 Cash flow from financing activities | (26,328) | 39,461 | ||
| 52,775 Total cash flow from operations, investing and financing activities | (15,856) | 36,914 | ||
| 2,516 Effect of changes from exchange rates and translation reserve | 355 | 2,568 | ||
| 55,291 INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS | (15,501) | 39,482 | ||
| 41,989 OPENING CASH AND CASH EQUIVALENTS | 97,280 | 41,989 | ||
| 97,280 CLOSING CASH AND CASH EQUIVALENTS | 81,779 | 81,471 | ||
| ADDITIONAL INFORMATION ON THE CASH FLOW STATEMENT | ||||
| 31.12.2020 ( €/000 ) | 30.06.2021 | 30.06.2020 | ||
| RECONCILIATION OF CASH AND CASH EQUIVALENTS | ||||
| 41,989 Opening cash and cash equivalents, detailed as follows: | 97,280 | 41,989 | ||
| 47,695 Cash and cash equivalents | 99,287 | 47,695 | ||
| (5,706) Overdrafts | (2,007) | (5,706) | ||
| 97,280 Closing cash and cash equivalents, detailed as follows: | 81,779 | 81,471 | ||
| 99,287 Cash and cash equivalents | 84,218 | 85,864 | ||
| (2,007) Overdrafts | (2,439) | (4,393) | ||
| Other information: | ||||
| (436) Change in related party receivables and service transactions | (100) | (524) | ||
| 1,577 Change in related party payables and service transactions | 4,062 | 1,894 | ||
| 1,037 Change in related party financial assets | 1 | - | ||
| (1,952) Related party liabilities for leasing refund | (976) | (976) |
In accordance with the CONSOB resolution no. 15519 of July 27 2006, the effects of transactions with related parties on the consolidated cash flow statement are shown in the section Other information.
Emak S.p.A. (hereinafter "Emak" or the "Parent Company") is a public company, with registered offices in Via Fermi, 4 in Bagnolo in Piano (RE). It is listed on the Italian stock market (MTA) on the the STAR segment.
Emak S.p.A. is controlled by Yama S.p.A., a non financial holding company, which holds the majority of its capital and appoints, in accordance with law and statute, the majority of the members of its governing bodies. Emak S.p.A., nonetheless, is not subject to management or coordination on the part of Yama S.p.A., and its Board of Directors makes its own strategic and operating choices in complete autonomy.
Values shown in these notes are in thousands of Euros, unless otherwise stated.
The half year report at 30 June 2021 is subject to a limited audit by Deloitte & Touche S.p.A. This audit is significantly less extensive than that of a complete audit carried out according to established auditing standards.
The trend of the Italian and international economy continues to be conditioned by the COVID-19 epidemic and the resulting health measures. More than a year after the start of the COVID-19 pandemic, uncertainty continues to persist, albeit to a lesser extent than the previous year, surrounding the global economic prospects, mainly linked to the evolution of the pandemic and, in particular, the effectiveness of the vaccination policy, the political actions to limit persistent economic damage, the evolution of financial conditions and the prices of raw materials and finally the resilience of the economy.
The new year began with renewed hopes linked to the launch of the vaccination campaign in almost all areas of the world, although at different speeds. Among the advanced countries, the United States and the United Kingdom have proceeded more quickly, in some cases even reaching the zeroing of social limitations, despite the spread of variants of the virus having increased the number of infections. In addition to the slight increase in infections due to variants, Europe is facing some difficulties mainly related to the extension of the vaccination policy, which has not yet made it possible to achieve mass immunization, expected instead at the beginning of next fall. In any case, the projections of obtaining immunization have a positive impact on the climate of confidence, both of businesses and consumers, fueling a recovery in investments and consumption. However, the prospects still remain highly dependent on the evolution of the epidemiological scenario, the divergence in the speed of recovery between countries and the permanent impact that could have on consumption.
In this context of macroeconomic uncertainty, the efforts implemented by the Group to date have focused on the health and safety of employees and on ensuring business continuity.
Changes in habits induced by pandemic restrictions have led to increases in demand in the sectors in which the Group operates.
The year 2020, as well as the first six months of 2021, were characterized by the rediscovery of green spaces, small-scale agriculture and "do it yourself". Interest in gardening, horticulture and the maintenance of houses and green spaces has increased and with it the associated purchases have grown, with positive effects on the market for specific machines and equipment. The emergence of new lifestyles, induced by the pandemic, has partly positively contributed to the market demand.
The market demand was also supported by a wide and competitive product offer, as well as by a stock level in the network; high operational flexibility made it possible to meet with extraordinary demand which generated an increase in turnover of 34.5% in the first six month compared to the same period of the previous year, which was partially penalized by the first closures and slowdowns of productive activities.
In this context, characterized by strong tension in the production logistics chain, to face with the peak of demand, the Group's activities have focused on optimizing production capacity, despite a physiological increase in the workforce, and on a careful supply chain management.
The increase in the cost of raw materials, components and transport that occurred during the half year was softened by the gradual adjustment of the sales price lists.
In consideration of the fluidity of the situation, the management will constantly monitor the evolution of the context in order to manage the greater volatility of costs, with the aim of limiting the impact on margins.
In consideration of the current scenario, the Group's Management does not expect to make significant changes to its business model in response to the pandemic, which will continue along the lines of innovation, competitiveness and the expansion of the product range and the strengthening of the current distribution channels; as well as the growth objectives also for external lines and for the efficiency of the operating structure remain confirmed.
Given the uncertainty about the evolution of the pandemic, the situation is carefully monitored and further measures will eventually be taken if the context in which the Group operates should change again.
Based on the results obtained to date by the Group and on the financial, managerial and operational indicators, the Management believes that, even in the presence of an uncertain global economic and financial context, there are no uncertainties about the business as a going concern, nor critical issues regarding the ability of the Group to meet its obligations.
With respect to the foreseeable evolution on operations, please refer to the specific chapter of this report.
The principal accounting policies used for preparing the abbreviated consolidated financial statements for the half-year are in line, except as specified below, with those applied for the annual consolidated financial statements at 31 December 2020 and are briefly discussed below.
The abbreviated consolidated half-year report of the Emak Group at 30 June 2021 has been drawn-up in compliance with the IFRS's issued by the International Accounting Standards Board and adopted by the European Union and has been prepared in accordance with the IAS 34 accounting standard (Interim Financial Reporting), with art. 154-ter (financial reports) of the Consolidated Finance Act and with Consob regulations and resolutions in force. The same accounting principles used in preparing the consolidated financial statements at 31 December 2020 were applied. "IFRS" also includes all valid International Accounting Standards ("IAS") still in force, as well as all interpretations of the International Financial Reporting Standards Interpretations Committee (IFRS IC, formerly "IFRIC"), previously known as the Standing Interpretations Committee ("SIC"). For this purpose, the financial statements of consolidated subsidiaries were reclassified and adjusted.
There are also the explanatory notes according to the disclosures required by IAS 34 with the supplementary information considered useful for a clearer understanding of the abbreviated interim financial statements. The interim financial statements at June 30, 2021 should be read in conjunction with the annual financial statements at 31 December 2020.
In accordance with IAS 1, the Directors confirm that, given the economic outlook, the capital and the Group's financial position, it operates as a going concern.
As partial exception to the provisions of IAS 34, these interim financial statements provide detailed as opposed to summary schedules in order to provide a better and clearer view of the economic-financial and financial dynamics during the period.
The financial statements used at June 30, 2021 are consistent with those in place for the annual financial statements at December 31, 2020.
In accordance with the requirements established by IFRS, the abbreviated half-year report is constituted by the following reports and documents:
The half year financial report presents annual data for comparative purposes in the previous year in order to provide adequate information, in consideration of the seasonality of the business of the company sometimes the values of the comparatives of the same period of the previous year are also shown. Indeed, the Group carries out an activity that is affected by the non perfect homogeneity of the flow of revenues and expenses during the year, showing a concentration of revenues mainly in the first half of each year.
The preparation of financial statements in conformity with IFRS requires the use of estimates by the directors. The areas involving a higher degree of judgment or complexity and areas where assumptions and estimates could have a significant impact on the consolidated financial statements are discussed in note 4.
It is also to be noted that some valuation procedures, in particular the more complex such as the determination of any impairment of non-current assets, are generally carried out completely only in the preparation of annual financial statements, when all necessary information are available, except in cases where there are indications that an immediate assessment of any impairment is required. Even the actuarial valuations for the calculation of provisions for employee benefits are normally processed on the occasion of the annual financial statement. Current and deferred tax is recognized based on tax rates in force at the date of the half year report.
The consolidated financial statements of the Emak Group include the financial statements of Emak S.p.A. and the Italian and foreign companies over which Emak exercises direct or indirect control by governing their financial and operating policies and receiving the related benefits, according to the criteria established by IFRS 10.
The acquisition of subsidiaries is accounted for using the purchase method ("Acquisition method"), except for those acquired in 2011 from the parent company Yama S.p.A. The cost of acquisition initially corresponds to the fair value of the assets acquired, the financial instruments issued and the liabilities at the date of acquisition, ignoring any minority interests. The excess of the cost of acquisition over the group's share of the fair value of the net identifiable assets acquired is recognized as goodwill.
If the cost of acquisition is lower, the difference is directly expensed to income. The financial statements of subsidiaries are included in the consolidated accounts starting from the date of taking control to when such control ceases to exist. Minority interests and the amount of profit or loss for the period attributable to minorities are shown separately in the consolidated statement of financial position and income statement.
Subsidiaries are consolidated line-by-line from the date that the Group obtains control.
In business combinations carried out in several phases, with the presence of previous parent-subsidiary relationship, full consolidation takes place from the date of acquisition of control and on the same date the remeasurement at fair value of the previously held investment takes place.
It should be noted that:
Compared to 31 December 2020 there are no changes in the area; with reference to 30 June 2020 the company Agres Sistemas Eletrônicos SA is passed from an associate to a subsidiary, having increased the
shareholding of Tecomec S.r.l. to 91% and the Swedish company Markusson Professional Grinders AB was consolidated in the first half of 2020 from January 31.
Transactions, balances and unrealized profits relating to operations between Group companies are eliminated. Unrealized losses are similarly eliminated, unless the operation involves a loss in value of the asset transferred. The financial statements of the enterprises included in the scope of consolidation have been suitably adjusted, where necessary, to align them with the accounting principles adopted by the Group.
Associated companies are companies in which the Group exercises significant influence, as defined by IAS 28 - Investments in Associates and joint venture, but not control over financial and operating policies. Investments in associated companies are accounted for with the equity method starting from the date the significant influence begins, up to when such influence ceases to exist.
The scope of consolidation at June 30, 2021 include the following companies consolidated using the full consolidation method:
| Name | Head office | Share capitale Currency % consolidated | Held by | % of equity investment |
||
|---|---|---|---|---|---|---|
| Parent company | ||||||
| Emak S.p.A. | Bagnolo in Piano - RE (I) | 42,623,057 | € | |||
| Italy | ||||||
| Comet S.p.A. | Reggio Emilia (I) | 2,600,000 | € | 100.00 Emak S.p.A. | 100.00 | |
| PTC S.r.l. | Rubiera - RE (I) | 55,556 | € | 100.00 Comet S.p.A. | 100.00 | |
| Sabart S.r.l. | Reggio Emilia (I) | 1,900,000 | € | 100.00 Emak S.p.A. | 100.00 | |
| Tecomec S.r.l. | Reggio Emilia (I) | 1,580,000 | € | 100.00 Emak S.p.A. | 100.00 | |
| Lavorwash S.p.A. | Pegognaga - MN (I) | 3,186,161 | € | 98.45 Comet S.p.A. | 98.45 | |
| Europe | ||||||
| Emak Suministros Espana SA | Getafe - Madrid (E) | 270,459 | € | 90.00 Emak S.p.A. | 90.00 | |
| Comet France SAS | Wolfisheim (F) | 320,000 | € | 100.00 Comet S.p.A. | 100.00 | |
| Emak Deutschland Gmbh | Fellbach - Oeffingen (D) | 553,218 | € | 100.00 Emak S.p.A. | 100.00 | |
| Emak France SAS | Rixheim (F) | 2,000,000 | € | 100.00 Emak S.p.A. | 100.00 | |
| Emak U.K. Ltd | Burntwood (UK) | 342,090 | GBP | 100.00 Emak S.p.A. | 100.00 | |
| Epicenter LLC | Kiev (UA) | 19,026,200 | UAH | 100.00 Emak S.p.A. | 100.00 | |
| Speed France SAS | Arnas (F) | 300,000 | € | 100.00 Tecomec S.r.l. | 100.00 | |
| Victus-Emak Sp. Z o.o. | Poznan (PL) | 10,168,000 | PLN | 100.00 Emak S.p.A. | 100.00 | |
| Lavorwash France S.A.S | La Courneuve (F) | 37,000 | € | 98.45 Lavorwash S.p.A. | 100.00 | |
| Lavorwash GB Ltd | St. Helens Merseyside (UK) | 900,000 | GBP | 98.45 Lavorwash S.p.A. | 100.00 | |
| Lavorwash Polska SP.ZOO | Bydgoszcz (PL) | 163,500 | PLN | 98.45 Lavorwash S.p.A. | 100.00 | |
| Lavorwash Iberica S.L. | Tarragona (E) | 80,000 | € | 98.45 Lavorwash S.p.A. | 100.00 | |
| Markusson Professional Grinders AB (1) | Rimbo (SE) | 50,000 | SEK | 100.00 Tecomec S.r.l. | 51.00 | |
| America | ||||||
| Comet Usa Inc | Burnsville - Minnesota (USA) | 231,090 | USD | 100.00 Comet S.p.A. | 100.00 | |
| 51,777,052 | Comet S.p.A. | 99.63 | ||||
| Comet do Brasil Investimentos LTDA | Indaiatuba (BR) | BRL | 100.00 | PTC S.r.l. | 0.37 | |
| 23,557,909 | Emak S.p.A. | 99.98 | ||||
| Emak do Brasil Industria LTDA | Ribeirao Preto (BR) | BRL | 100.00 | Comet do Brasil LTDA | 0.02 | |
| Lemasa industria e comércio de equipamentos | Indaiatuba (BR) | 29,546,771 | BRL | 100.00 Comet do Brasil LTDA | 100.00 | |
| de alta pressao S.A. | USD | 100.00 Comet Usa Inc | ||||
| PTC Waterblasting LLC | Burnsville - Minnesota (USA) | 285,000 | 100.00 | |||
| S.I. Agro Mexico | Guadalajara (MEX) | 1,000,000 | MXN | 100.00 | Comet S.p.A. PTC S.r.l. |
97.00 3.00 |
| CLP | ||||||
| Speed South America S.p.A. | Providencia - Santiago (RCH) | 444,850,860 | USD | 100.00 Speed France SAS 100.00 Comet Usa Inc |
100.00 | |
| Valley Industries LLP (2) | Paynesville - Minnesota (USA) | - | 90.00 | |||
| Speed North America Inc. | Wooster - Ohio (USA) | 10 | USD | 100.00 Speed France SAS | 100.00 | |
| Lavorwash Brasil Ind. Ltda | Indaiatuba (BR) | 8,305,769 | BRL | 98.45 | Lavorwash S.p.A. | 99.99 |
| Comet do Brasil LTDA | 0.01 | |||||
| Spraycom comercio de pecas para agricoltura S.A. |
Catanduva (BR) | 533,410 | BRL | 51.00 Tecomec S.r.l. | 51.00 | |
| Agres Sistemas Eletrônicos S.A. (3) | BRL | 100.00 Tecomec S.r.l. | 91.00 | |||
| Pinais (BR) | 1,047,000 | |||||
| Rest of the world | ||||||
| Jiangmen Emak Outdoor Power Equipment Co.Ltd |
Jiangmen (RPC) | 25,532,493 | RMB | 100.00 Emak S.p.A. | 100.00 | |
| Ningbo Tecomec Manufacturing Co. Ltd | Ningbo City (RPC) | 8,029,494 | RMB | 100.00 Tecomec S.r.l. | 100.00 | |
| Speed Industrie Sarl | Mohammedia (MA) | 1,445,000 | MAD | 100.00 Speed France SAS | 100.00 | |
| Tai Long (Zhuhai) Machinery Manufacturing Ltd Zhuhai (RPC) | 16,353,001 | RMB | 100.00 Emak S.p.A. | 100.00 | ||
| Speed Line South Africa Ltd | Pietermaritzburg (ZA) | 100 | ZAR | 51.00 Speed France SAS | 51.00 | |
| Yongkang Lavorwash Equipment Co. Ltd | Yongkang City (RPC) | 63,016,019 | RMB | 98.45 Lavorwash S.p.A. | 100.00 | |
| Yongkang Lavorwash Trading Co. Ltd | Yongkang City (RPC) | 3,930,579 | RMB | 98.45 Lavorwash S.p.A. | 100.00 |
(1) Markusson Professional Grinders AB is consolidated at 100% as a result of the "Put and Call Option Agreement" which regulates the acquisition of the remaining 49%.
(2) Valley Industries LLP is consolidated at 100% as a result of the "Put and Call Option Agreement" which regulates the acquisition of the remaining 10%.
(3) Agres Sistemas Eletrônicos S.A. is consolidated at 100% as a result of the "Put and Call Option Agreement" which regulates the acquisition of the remaining 9%.
Transactions included in the financial statements of each group company are recorded using the currency of the primary economic environment in which the company operates (functional currency). The consolidated financial statements are presented in Euro, the functional and presentation currency of the Parent Company.
Transactions in foreign currencies are translated at the exchange rates at the dates of the transactions. Gains and losses arising from foreign exchange receipts and payments in foreign currency and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in income. Gains and losses realized on cash flow hedges whose hedged items are still unrealized are posted to the comprehensive income statement.
The financial statements of all Group companies with functional currency different from the presentation currency of the consolidated financial statements are translated as follows:
The main exchange rates used for the translation in Euro of the financial statements expressed in foreign currencies are the following:
| 31.12.2020 | Amount of foreign for 1 Euro | Average 1H 2021 | 30.06.2021 | Average 1H 2020 | 30.06.2020 |
|---|---|---|---|---|---|
| 0.90 | GB Pounds (UK) | 0.87 | 0.86 | 0.87 | 0.91 |
| 8.02 | Renminbi (China) | 7.80 | 7.67 | 7.75 | 7.92 |
| 1.23 | Dollar (Usa) | 1.21 | 1.19 | 1.10 | 1.12 |
| 4.56 | Zloty (Poland) | 4.54 | 4.52 | 4.41 | 4.46 |
| 18.02 | Zar (South Africa) | 17.52 | 17.01 | 18.31 | 19.44 |
| 34.77 | Uah (Ukraine) | 33.46 | 32.36 | 28.63 | 29.90 |
| 6.37 | Real (Brazil) | 6.49 | 5.91 | 5.41 | 6.11 |
| 10.92 | Dirham (Morocco) | 10.75 | 10.59 | 10.76 | 10.87 |
| 24.42 | Mexican Pesos (Mexico) | 24.33 | 23.58 | 23.84 | 25.95 |
| 872.52 | Chilean Pesos (Chile) | 868.02 | 866.75 | 895.57 | 918.72 |
| 10.03 | Swedish krona (Sweden) | 10.13 | 10.11 | 10.66 | 10.49 |
Details of the accounting policies applied to individual items within the financial statements can be found in sections from 2.4 to 2.28 of the explanatory notes to the consolidated financial statements at 31 December 2020.
The following IFRS accounting standards, amendments and interpretations were first adopted by the Group starting January 1, 2021:
All changes entered into force on 1 January 2021. The adoption of this amendment did not affect the consolidated financial statements of the Group.
All changes will take effect on January 1, 2022. At the moment, the directors are considering the possible effects of the introduction of this amendment on the Group's consolidated financial statement.
At the reference date of this document, the competent bodies of the European Union have not yet completed the approval process necessary for the adoption of the amendments and principles described below.
• On May 18, 2017, IASB published IFRS 17 – Insurance contracts, which is intended to replace international Financial Reporting Standards (IFRS 4 – Insurance contracts). The aim of the new principle is to ensure that an entity provides relevant information that faithfully represents the rights and obligations arising from insurance contracts issued. The IASB has developed the standard to eliminate inconsistencies and weaknesses in existing accounting policies, providing a single, principlebased framework to take into account all types of insurance contracts, including reinsurance contracts that an insurer holds. The new principle also provides for presentation and reporting requirements to improve comparability between entities in this sector. The new principle measures an insurance contract based on a General Model or a simplified version of this, called the Premium Allocation approach ("PAA").
The main features of the General Model are:
The PAA approach is to measure the liability for the residual coverage of a group of insurance contracts, provided that, at the time of initial recognition, the entity expects that such liability is reasonably an approximation of the General Model. Contracts with a coverage period of one year or less are automatically eligible for the PAA approach. Simplifications resulting from the application of the PAA method do not apply to the valuation of liabilities for outstanding claims, which are measured with the General Model. However, it is not necessary to discount those cash flows if the balance to be paid or cashed is expected to take place within one year of the date on which the claim occurred.
The entity shall apply the new principle to insurance contracts issued, including reinsurance contracts issued, to reinsurance contracts held and also to investment contracts with a discretionary participation feature (DPF). The Standard applies from 1 January 2023, but early application is permitted, only for entities applying IFRS 9 – Financial Instruments and IFRS 15 – Revenue from contracts with customers. The directors are considering the possible effects of the introduction of this amendment on the Group's consolidated financial statement.
Directors are considering the possible effects of the introduction of this amendment on the Group's consolidated financial statement.
The Group's objectives for managing capital are:
Details can be found in the explanatory notes to the consolidated financial statements at 31 December 2020.
The Group is exposed to a variety of financial risks associated with its business activities:
Emak Group constantly monitors the financial risks to which it is exposed, so as to minimize the potential negative effects on financial results.
The Group's exposure to financial risks has not undergone significant changes compared to 31 December 2020, although the macroeconomic situation presents greater instability profiles that are monitored.
The preparation of the financial statements and the related notes under IFRS has required management to make estimates and assumptions affecting the value of reported assets and liabilities and the disclosures relating to potential assets and liabilities at the balance sheet date. Actual results could differ from these estimates. Estimates are used for recording provisions for doubtful accounts and inventory obsolescence, amortization and depreciation, write-downs to assets, employee benefits, taxes and other provisions. Estimates and assumptions are reviewed periodically and the effects of any change are immediately reflected in the income statement.
On 28 June 2021 the subsidiary Comet S.p.A. has signed a binding agreement for the purchase of control of Poli S.r.l., a company based in Colorno (PR), active in the production and marketing of sweepers.
The company achieved sales in 2020 of around € 4 million, a normalized EBITDA of around 24%, with positive cash flow of around € 2 million.
The transaction, whose completion is expected by the first half of October 2021 upon the occurrence of certain conditions precedent, provides for the acquisition of 80% of the company.
The price of the share acquired was provisionally determined at € 5.7 million, including the cash of € 2 million, and will be subject to adjustment based on the results of Poli S.r.l. at closing.
On the remaining 20% stake, which will be held by the founder of the company, put and call options have been agreed with expiry starting from the third and within the fifth year of closing.
With this operation, the Group acquires specific know-how that integrates perfectly into its range and expands its cleaning catalog, further strengthening its position as a key supplier in the sector.
IFRS 8 provides for information to be given for certain items in the financial statements on the basis of the operational segments of the company.
An operating segment is a component of a company:
IFRS 8 is based on the so-called "Management approach", which defines sectors exclusively on the basis of the internal organizational and reporting structure used to assess performance and allocate resources.
According to these definitions, the operating segments of Emak Group are represented by three Divisions/ Business Units with which develops, manufactures and distributes its range of products:
The directors separately observe the results by business segment in order to make decisions about resource allocation and performance verification.
The performance of the segment is evaluated on the basis of the measured result that is consistent with the result of the consolidated financial statements.
Below are the main economic and financial data broken down by operating segment:
| OUTDOOR POWER EQUIPMENT |
PUMPS AND HIGH PRESSURE WATER JETTING |
COMPONENTS AND ACCESSORIES |
Other not allocated / Netting |
Consolidated | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| €/000 | 30.06.2021 30.06.2020 30.06.2021 30.06.2020 30.06.2021 30.06.2020 30.06.2021 30.06.2020 30.06.2021 | 30.06.2020 | ||||||||
| Sales to third parties | 118,166 | 85,042 | 128,650 | 99,323 | 86,148 | 63,131 | 332,964 | 247,496 | ||
| Intersegment sales | 184 | 409 | 1,714 | 1,252 | 5,643 | 4,465 | (7,541) | (6,126) | ||
| Revenues from sales | 118,350 | 85,451 | 130,364 | 100,575 | 91,791 | 67,596 | (7,541) | (6,126) | 332,964 | 247,496 |
| Ebitda | 13,235 | 5,239 | 23,063 | 16,191 | 19,705 | 12,566 | (2,164) | (1,032) | 53,839 | 32,964 |
| Ebitda/Total Revenues % | 11.2% | 6.1% | 17.7% | 16.1% | 21.5% | 18.6% | 16.2% | 13.3% | ||
| Ebitda before non ordinary expenses | 13,308 | 5,323 | 22,581 | 16,265 | 19,977 | 12,664 | (2,164) | (1,032) | 53,702 | 33,220 |
| Ebitda before non ordinary expenses/Total Revenues % | 11.2% | 6.2% | 17.3% | 16.2% | 21.8% | 18.7% | 16.1% | 13.4% | ||
| Operating result | 9,202 | 1,449 | 19,349 | 12,146 | 15,793 | 9,250 | (2,164) | (1,032) | 42,180 | 21,813 |
| Operating result/Total Revenues % | 7.8% | 1.7% | 14.8% | 12.1% | 17.2% | 13.7% | 12.7% | 8.8% | ||
| Net financial expenses (1) | (786) | (6,110) | ||||||||
| Profit befor taxes | 41,394 | 15,703 | ||||||||
| Income taxes | (9,786) | (4,791) | ||||||||
| Net profit | 31,608 | 10,912 | ||||||||
| Net profit/Total Revenues% | 9.5% | 4.4% | ||||||||
| (1) Net financial expenses includes the amount of Financial income and expenses, Exchange gains and losses and the amount of the Income from equity investment | ||||||||||
| STATEMENT OF FINANCIAL POSITION | 30.06.2021 31.12.2020 30.06.2021 31.12.2020 30.06.2021 31.12.2020 30.06.2021 31.12.2020 30.06.2021 | 31.12.2020 | ||||||||
| Net debt | 3,906 | 10,780 | 90,192 | 87,031 | 31,127 | 28,741 | 0 | 0 | 125,225 | 126,552 |
| Shareholders' Equity | 186,422 | 178,820 | 78,973 | 66,031 | 63,754 | 55,096 | (77,655) | (77,647) | 251,494 | 222,300 |
| Total Shareholders' Equity and Net debt | 190,328 | 189,600 | 169,165 | 153,062 | 94,881 | 83,837 | (77,655) | (77,647) | 376,719 | 348,852 |
| Net non-current assets (2) | 128,685 | 130,336 | 87,192 | 86,970 | 46,406 | 41,397 | (75,475) | (75,506) | 186,808 | 183,197 |
| Net working capital | 61,643 | 59,264 | 81,973 | 66,092 | 48,475 | 42,440 | (2,180) | (2,141) | 189,911 | 165,655 |
| Total net capital employed | 190,328 | 189,600 | 169,165 | 153,062 | 94,881 | 83,837 | (77,655) | (77,647) | 376,719 | 348,852 |
| (2) The net non-current assets of the Outdoor Power Equipment area includes the amount of Equity investments for 76,074 thousand Euro | ||||||||||
| OTHER STATISTICS | 30.06.2021 31.12.2020 30.06.2021 31.12.2020 30.06.2021 31.12.2020 30.06.2021 31.12.2020 30.06.2021 | 31.12.2020 | ||||||||
| Number of employees at period end | 729 | 738 | 805 | 777 | 613 | 613 | 8 | 8 | 2,155 | 2,136 |
| OTHER INFORMATIONS | 30.06.2021 30.06.2020 30.06.2021 30.06.2020 30.06.2021 30.06.2020 30.06.2021 30.06.2020 30.06.2021 | 30.06.2020 | ||||||||
| Amortization, depreciation and impairment losses | 4,033 | 3,790 | 3,714 | 4,045 | 3,912 | 3,316 | 11,659 | 11,151 | ||
| Investment in property, plant and equipment and in intangible assets |
2,058 | 2,143 | 1,722 | 1,823 | 3,956 | 4,974 | 7,736 | 8,940 |
For the comments of the economic part, reference should be made to chapter 4 of the Directors' Report.
No events/operations as per Consob Communication DEM/6064293 of 28 July 2006 have been recorded during the first half of 2021. As indicated in this Communication "atypical and/or unusual operations are considered as operations that, due to their significance/materiality, the nature of the counterparties, the object of the transaction, the means for determining the transfer price and the time of the event (near the close of the period), may give rise to doubts with regards to: the correctness/completeness of the information in the financial statements, conflicts of interest, the protection of company assets, the safeguarding of minority interests.
It is shown in the table below details of the net financial position, which includes the net financial debt determined according to ESMA criteria (based on the format required by Consob communication no. 5/21 of 29 April 2021):
| (€/000) | 30.06.2021 | 31.12.2020 | 30.06.2020 |
|---|---|---|---|
| A. Cash | 84,218 | 99,287 | 85,864 |
| B. Cash equivalents | - | - | - |
| C. Other current financial assets | 972 | 735 | 464 |
| D. Liquidity funds (A+B+C) | 85,190 | 100,022 | 86,328 |
| E. Current financial debt | (14,279) | (16,319) | (28,519) |
| F. Current portion of non-current financial debt | (53,101) | (51,549) | (46,298) |
| G. Current financial indebtedness (E + F) | (67,380) | (67,868) | (74,817) |
| H. Net current financial indebtedness (G - D) | 17,810 | 32,154 | 11,511 |
| I. Non-current financial debt | (144,091) | (159,514) | (163,542) |
| J . Debt instruments | - | - | - |
| K. Non-current trade and other payables | - | - | - |
| L. Non-current financial indebtedness (I + J + K) | (144,091) | (159,514) | (163,542) |
| M. Total financial indebtedness (H + L) (ESMA) | (126,281) | (127,360) | (152,031) |
| N. Non current financial receivables | 1,056 | 808 | 2,438 |
| O. Net financial position (M-N) | (125,225) | (126,552) | (149,593) |
| Effect IFRS 16 | 28,295 | 28,874 | 28,865 |
| Net financial position without effect IFRS 16 | (96,930) | (97,678) | (120,728) |
Net financial position at June 30, 2021, includes € 6,061 thousand (€ 6,035 thousand at December 31, 2020), referring to payables for the purchase of the remaining minority shareholding and for the settlement of purchase transactions with deferred price subject to contractual restrictions. These debts refer to the purchase of investments in the following companies:
Non-current portion of the payables for the purchase of equity investments, recorded in the item "Non current financial debt", above is equal to € 3,435 thousand while the current portion of payables for the purchase of equity investments, recorded in the item "Current financial debt", is equal to to € 2,626 thousand.
Net financial position at June 30, 2021, includes, in the items referring to "Financial debts", financial liabilities for € 28,295 thousand (€ 28,874 thousand at December 31, 2020), of which € 4,737 thousand as a current portion (€ 4,816 thousand at Decemebr 31, 2020), deriving from the application of IFRS 16- Leases, adopted by the Group from January 1, 2019.
Financial receivables mainly include deposits to guarantee potential liabilities and other forms of temporary liquidity investment.
At 30 June 2021, the item "financial receivables" also includes receivables from related parties for an amount of € 222 thousand of which € 37 thousand are a short-term, attributable to receivables from the parent company Yama S.p.A. for the guarantees included in the contract in favor of Emak S.p.A. as part of the so-called "Operazione Greenfield" through which Emak S.p.A. acquired in 2011 the companies Comet S.p.A., Tecomec S.r.l., Sabart S.r.l. and Raico S.r.l.
Net financial also includes liabilities for leasing to related parties for an amount of € 10,066 thousand, of which € 1,171 thousand as a short term attributable to the application of the IFRS 16 to the rental contracts that some Group companies enter into with the associated company Yama immobiliare S.r.l.
For the purposes of the debt declaration pursuant to Consob Communication no. 5/21 of April 29, 2021, there is no indirect debt or debt subject to conditions that has not been directly recognized in the consolidated financial statements, nor are there any significant differences with reference to the obligations arising and registered but whose final amount is not still been determined with certainty.
Details of revenues from sales are as follows:
| Net sales revenues (net of discounts and rebates) | 330,161 | 245,857 |
|---|---|---|
| Revenues from recharged transport costs | 3,629 | 2,309 |
| Returns | (826) | (670) |
| Total | 332,964 | 247,496 |
| €/000 | 1 H 2021 | 1 H 2020 |
|---|---|---|
| Net sales revenues (net of discounts and rebates) | 330,161 | 245,857 |
| Revenues from recharged transport costs | 3,629 | 2,309 |
| Returns | (826) | (670) |
| Total | 332,964 | 247,496 |
| The increase in "Revenues" refers to the strong generalized growth in all segments and markets in which the Group operates. Other operating income is analyzed as follows: |
||
| €/000 | 1 H 2021 | 1 H 2020 |
| Capital gains on property, plant and equipment | 133 | 24 |
| Grants related to income and assets | 873 | 127 |
| Advertising reimbursement | 95 | 68 |
| Insurance refunds | 9 | 19 |
| 279 | 234 | |
| Recovery of other costs | ||
| Revenues for rents | 272 | 291 |
| Other operating income | 490 | 333 |
| Total | 2,151 | 1,096 |
| The increase in the item "Grants related to income and assets" refers for approximately € 608 thousand to conversion into non-repayable subsidies of loans obtained from Valley provided for by the Paycheck Protection Program (PPP) provision and guaranteed at federal level by the United States Small Business Administration (SBA), as part of the business support programs for address the pandemic crisis 10.Cost of raw materials, consumable and goods The cost of raw materials, semi-finished products and goods is analyzed as follows: |
||
| €/000 | 1 H 2021 | 1 H 2020 |
| Raw materials, semi-finished products and goods | 178,788 | 124,670 |
| Other purchases R&D costs capitalized |
1,412 (2) |
1,854 (17) |
| €/000 | 1 H 2021 | 1 H 2020 |
|---|---|---|
| Raw materials, semi-finished products and goods | 178,788 | 124,670 |
| Other purchases | 1,412 | 1,854 |
| R&D costs capitalized | (2) | (17) |
| Total | 180,198 | 126,507 |
The increase in "Costs of raw materials, consumable and goods" is a consequence of the increase in volume
Details of these costs are as follows:
| €/000 | 1 H 2021 | 1 H 2020 |
|---|---|---|
| Wage and salaries | 33,524 | 28,686 |
| Social security charges | 9,579 | 8,206 |
| Employee termination indemnities | 1,386 | 1,275 |
| Other costs | 1,077 | 1,031 |
| Directors' emoluments | 1,115 | 643 |
| Temporary staff | 4,064 | 1,822 |
| R&D costs capitalized | (426) | (308) |
| Total | 50,319 | 41,355 |
Personnel costs increased compared to the same period due to the increase in the average number of employees in the first half of 2021, due to the higher cost for temporary staff linked to the increase in production volumes, due to the provisions for the period relating to bonuses awarded to employees on the basis of the Group's performance and for the use of social safety nets activated for the Covid-19 emergency in March and April 2020.
During the first half of 2021, personnel costs for € 426 thousand were capitalized under intangible fixed assets (€ 308 thousand at 30 June 2020), referring to the costs for the development of new products in the context of a multi-year project subject to facilities by the Ministry of Economic Development.
Details of these costs are as follows:
| €/000 | 1 H 2021 | 1 H 2020 |
|---|---|---|
| Subcontract work | 9,981 | 7,183 |
| Maintenance | 3,063 | 2,591 |
| Trasportation and duties | 18,303 | 11,739 |
| Advertising and promotion | 2,086 | 1,516 |
| Commissions | 5,303 | 4,170 |
| Travel | 569 | 821 |
| Consulting fees | 2,923 | 2,506 |
| Other services | 8,546 | 7,617 |
| R&D costs capitalized | - | (144) |
| Services | 50,774 | 37,999 |
| Rents, rentals and the enjoyment of third party assets | 1,641 | 1,630 |
| Increases in provisions (note 32) | 473 | 131 |
| Other operating costs | 2,340 | 2,227 |
| Total | 55,228 | 41,987 |
The increase in transport costs is attributable both to the increase in sales and purchase volumes, and to the increase in transport rates.
The increase in subcontract works is due to the increase in sales volumes, as well as to the maximization of flexibility and production efficiency.
Details of these amounts are as follows:
| €/000 | 1 H 2021 | 1 H 2020 |
|---|---|---|
| Amortization of intangible assets (note 18) | 2,533 | 1,977 |
| Depreciaton of property, plant and equipment (note 17) | 6,302 | 6,423 |
| Amortization of rights of use (note 19) | 2,824 | 2,751 |
| Total | 11,659 | 11,151 |
The amortization and depreciation at June 30, 2021 amounted to € 11,659 thousand.
The item Amortization of rights of use includes the amortization of rights of use recognized among non-current assets in application of IFRS 16 - Leases.
Amortization is calculated based on the duration of the contracts, taking into account the reasonableness of the probable renewals where they are contractually provided for.
"Financial income" is analyzed as follows:
| €/000 | 1 H 2021 | 1 H 2020 |
|---|---|---|
| Interest on bank and postal current accounts | 28 | 42 |
| Income from adjustment to fair value and fixing of derived instruments for hedging interest rate risk |
273 | 9 |
| Other financial income | 65 | 110 |
| Financial income | 366 | 161 |
| €/000 | 1 H 2021 | 1 H 2020 |
|---|---|---|
| Interest on medium long-term bank loans and borrowings | 860 | 673 |
| Interest on short-term bank loans and borrowings | 97 | 183 |
| Financial charges for final price adjustment for the purchase of remaining shares of subsidiaries |
- | 410 |
| Costs from adjustment to fair value and fixing of derived instruments for hedging interest rate risk |
220 | 299 |
| Financial charges of debt adjustment estimate for purchase commitment of remaining shares of subsidiaries |
960 | - |
| Financial expenses from discounting debts | 33 | 179 |
| Financial charges from leases | 455 | 483 |
| Financial charges from valuing employee terminations indemnities | 10 | 40 |
| Other financial costs | 246 | 262 |
| Financial expenses | 2,881 | 2,529 |
The "Financial charges of debt adjustment estimate for purchase commitment of remaining shares of subsidiaries" refer to the adjustment of the debt for the purchase commitment of the remaining shares of Valley Industries LLP subject to Put & Call option for the purchase of the 10% remaining of the company.
The item "Financial charges for final price adjustment for the purchase of remaining shares of subsidiaries" recorded in the 2020 financial year, referred to the charges, equal to approximately 2,221 thousand Reais, deriving to the higher price paid for the exercise of the Call option on the residual investment of 30% of the share capital of Lemasa compared to the amount accounted for as payable at 31 March 2020. This change is the result of negotiation between the parties on the basis of the clauses and calculations provided for in the
original agreements, which provided for an adjustment of the final price based on the company's economic and financial performance.
The item "Financial expenses from discounting debts" refers to the implicit interest deriving from the discounting of debts, of which € 11 thousand referring to the purchase of equity investments to be settled in the future.
The item "Financial charges from leases" refers to interest on financial liabilities recorded in accordance with accounting standard IFRS 16 – Leases.
| €/000 | 1 H 2021 | 1 H 2020 |
|---|---|---|
| Profit / (Loss) on exchange differences on trade transactions | 43 | (735) |
| Profit / (Loss) on exchange differences on trade transactions adjustments | 512 | (1,027) |
| Profit / (Loss) on exchange differences on financial transactions | 414 | (936) |
| Profit / (Loss) on exchange differences on valuation of hedging derivatives | 760 | 469 |
| Exchange gains and losses | 1,729 | (2,229) |
The exchange rate management 2021 is positive for € 1,729 thousand against a negative value equal to € 2,229 thousand of the previous year.
Foreign exchange management was positively affected by the revaluation of the US dollar, the Brazilian real and the Chinese renminbi against the euro.
The estimated tax burden for the first half of 2021 of current, deferred tax assets and liabilities amounted to € 9,786 thousand (€ 4,791 thousand in the corresponding period of the previous year) equal to an effective tax rate of 23.6%, down compared to tax rate of 30.5% for the same period of the previous year, which was impacted in a negative way the prudential failure of some Group companies to record deferred tax assets on tax losses.
The posting of deferred tax assets for € 933 thousand, deriving from the realignment of the tax value to the book value of certain goodwill values shown in the financial statements of some Italian companies of the Group, positively affected the tax rate for the first half of 2021, in origin not recognized for tax purposes. The realignment was carried out pursuant to Legislative Decree 104/2020 and art. 1, paragraph 83, law 178/2020. The total realigned value is equal to € 3,441 thousand and the positive effect on the tax rate is equal to 2%, net of the cost for the substitute taxes incurred equal to € 103 thousand.
"Basic" earnings per share are calculated by dividing the net profit for the period attributable to the Parent company's shareholders by the weighted average number of ordinary shares outstanding during the period, excluding the average number of ordinary shares purchased or held by the Parent company as treasury shares. The Parent company has only ordinary shares outstanding.
| 1H 2021 | 1H 2020 | |
|---|---|---|
| Net profit attributable to ordinary shareholders in the parent company (€/000) | 31,131 | 10,817 |
| Weighted average number of ordinary shares outstanding | 163,537,602 | 163,537,602 |
| Basic earnings per share (€) | 0.190 | 0.066 |
Diluted earnings per share are the same as basic earnings per share.
Changes in property, plant and equipment are shown below:
| €/000 | 31.12.2020 | Increase/ (Amortizations) |
Decrease | Reclassificatio n |
Exchange difference |
Other movements 30.06.2021 | |
|---|---|---|---|---|---|---|---|
| Land and buildings | 57,268 | 93 | (183) | 115 | 780 | - | 58,073 |
| Accumulated depreciation | (21,791) | (805) | - | - | (209) | - | (22,805) |
| Land and buildings | 35,477 | (712) | (183) | 115 | 571 | - | 35,268 |
| Plant and machinery | 109,651 | 1,157 | (520) | 3,556 | 1,150 | - | 114,994 |
| Accumulated depreciation | (85,765) | (2,812) | 892 | - | (836) | - | (88,521) |
| Plant and machinery | 23,886 | (1,655) | 372 | 3,556 | 314 | - | 26,473 |
| Other assets | 130,838 | 1,900 | (599) | 168 | 676 | - | 132,983 |
| Accumulated depreciation | (119,207) | (2,685) | 569 | 97 | (531) | - | (121,757) |
| Other assets | 11,631 | (785) | (30) | 265 | 145 | - | 11,226 |
| Advances and fixed assets in progress |
5,415 | 2,724 | (4) | (3,935) | 28 | (20) | 4,208 |
| Cost | 303,172 | 5,874 | (1,306) | (96) | 2,634 | (20) | 310,258 |
| Accumulated depreciation (note 13) |
(226,763) | (6,302) | 1,461 | 97 | (1,576) | - | (233,083) |
| Net book value | 76,409 | (428) | 155 | 1 | 1,058 | (20) | 77,175 |
Increases refer mainly to investments:
In particular, the increase in the item "Advances and fixed assets in progress" mainly refers to the cyclical investments made by the Group for the renewal of production plants related to the production of nylon thread.
Intangible assets report the following changes:
| €/000 | 31.12.2020 | Increases | Amortizations | Decreases | Exchange difference |
Other movements |
30.06.2021 |
|---|---|---|---|---|---|---|---|
| Development costs | 4,360 | 712 | (652) | - | 58 | 20 | 4,498 |
| Patents and software | 2,455 | 652 | (666) | (3) | 7 | - | 2,445 |
| Concessions, licences and trademarks |
4,320 | 32 | (302) | - | 33 | - | 4,083 |
| Other intangible assets | 11,650 | 317 | (913) | - | 109 | - | 11,163 |
| Advances and fixed assets in progress |
284 | 149 | - | - | 1 | - | 434 |
| Net book value (note 13) | 23,069 | 1,862 | (2,533) | (3) | 208 | 20 | 22,623 |
The increase mainly refers to the capitalization of costs for the development of new products also as part of a multi-year project of subsidies relating to the parent company, from the Ministry of Economic Development.
The item "Rights of use" was introduced in application of the new accounting standard IFRS 16 – Leases adopted by the Group with the "retrospective modified" approach from 1 January 2019.
In compliance with this principle, with regard to leasing contracts, the Group recognized, during the first application, a right of use equal to the net book value that it would have had in the case in which the Standard had been applied from the start date of the contract using a discount rate defined at the transition date.
The movement of the item "Rights of use" is set out below:
| difference | 30.06.2021 | |||||
|---|---|---|---|---|---|---|
| Rights of use buildings | 26,565 | 1,550 | (2,472) | (16) | 109 | 25,736 |
| Rights of use other assets | 1,360 | 388 | (352) | (5) | 5 | 1,396 |
| Net book value (note 13) | 27,925 | 1,938 | (2,824) | (21) | 114 | 27,132 |
| €/000 | 31.12.2020 Increases |
Amortizations | Decreases | Exchange difference |
30.06.2021 | ||
|---|---|---|---|---|---|---|---|
| Rights of use buildings | 26,565 1,550 |
(2,472) | (16) | 109 | 25,736 | ||
| Rights of use other assets | 1,360 388 |
(352) | (5) | 5 | 1,396 | ||
| Net book value (note 13) | 27,925 1,938 |
(2,824) | (21) | 114 | 27,132 | ||
| year, for identical underlying assets. | The increases for the year are mainly related to the signing of new lease contracts, which expired during the | ||||||
| 20.Goodwill | |||||||
| The goodwill of € 69,146 thousand reported at June 30, 2021 is detailed below: | |||||||
| €/000 | |||||||
| Cash Generating Unit (CGU) |
Country | Description | 31.12.2020 | Change in scope of consolidation |
Exchange differences |
30.06.2021 | |
| Victus | Poland | Goodwill from the acquisition of the business unit Victus IT | 5,338 | - | 47 | 5,385 | |
| Tailong | China | Goodwill from the acquisition of Tailong Machinery Ltd. | 2,609 | - | 118 | 2,727 | |
| Tecomec | Italy | Goodwill from the acquisition of Tecomec Group | 2,807 | - | - | 2,807 | |
| Speed France | France | Goodwill from the acquisition of Speed France | 2,854 | - | - | 2,854 | |
| Comet | Italy | Goodwill from the acquisition of Comet Group and merger of HPP |
4,253 | 4,253 | |||
| PTC | Italy | Goodwill from the acquisition of PTC | 1,236 | - | - | 1,236 | |
| Valley | USA | Goodwill from the acquisition of Valley LLP and A1 | 11,875 | - - |
- 387 |
12,262 | |
| Tecomec | Italy | Goodwill from the acquisition of Geoline Electronic S.r.l. | 901 | - | - | 901 | |
| S.I.Agro Mexico | Mexico | Goodwill from the acquisition of S.I.Agro Mexico | 634 | - | - | 634 | |
| Lemasa | Brazil | Goodwill from the acquisition of Lemasa LTDA | 8,896 | - | 619 | 9,515 | |
| Lavorwash | Italy | Goodwill from the acquisition of Lavorwash Group | 17,490 | - | - | 17,490 | |
| Spraycom | Brazil | Goodwill from the acquisition of Spraycom | 200 | - | - | 200 | |
| Markusson | Sweden | Goodwill from the acquisition of Markusson | 1,757 | - | (14) | 1,743 | |
| Agres | Brazil | Goodwill from the acquisition of Agres | 6,615 | - | 524 | 7,139 | |
| Total | 67,464 | - | 1,682 | 69,146 | |||
| - | Goodwill allocated to the CGU Victus, equal to € 5,385 thousand, relates to the difference between the acquisition price for 100% of the company regulated by Polish law, Victus-Emak Sp. Z.o.o., and its equity at the date of acquisition, and relates to the acquisition of the company branch of Victus International Trading SA. Both acquisitions were finalized in 2005. |
||||||
| - | Equipment Ltd., made in 2008. | The amount of € 2,727 thousand refers to the greater value emerging from the acquisition, from the Yama Group, of 100% of the company regulated by Chinese law, Tailong (Zhuhai) Machinery Manufacturing |
|||||
| - | Goodwill relating to the acquisition of the Tecomec Group, the Comet Group and of the Speed France Group on the part of Tecomec S.r.l respectively for € 2,807 thousand, € 4,253 thousand and € 2,854 thousand arise from the Greenfield Operation (for details on the operation, reference should be made to the prospectus published on November 18, 2011); in compliance with the requirements of the reference accounting standards, the acquisition operations carried out between parties subject to common control are not regulated by IFRS 3, but are accounted for taking account of the requirements of IAS 8, that is, the concept of a reliable and faithful representation of the operation, and of the provisions of OPI 1 (Assirevi, Association of Italian Auditors, Preliminary Guidelines regarding IFRS), relating to the |
"accounting treatment of business combinations of entities under common control in the separate and consolidated financial statements". As more fully specified in the aforementioned accounting standards, the choice of the accounting standard for the operations in question must make reference to the abovedescribed elements, which imply the application of the criterion of the continuity of the values of the net assets transferred. The principle of the continuity of values gives rise to the recognition in the financial statements of the acquiring company of values equal to those that would have been shown if the net assets subject to aggregation had always been aggregated. The net assets must therefore be recognized at the book values shown in the accounts of the acquired companies before the operation or, if available, at the values shown in the consolidated accounts of the common controlling company. Specifically, the company has chosen to account for the difference arising from the greater price paid for the acquisition of the stakes of the Tecomec Group and of the Comet Group only at the values already recognized in the consolidated accounts of the controlling company Yama at the time of the respective acquisitions.
Since the acquisition values of the shareholdings in the Greenfield Operation are greater than the equity values of the acquired companies at 31 December 2011, the excess of € 33,618 thousand has been eliminated by adjusting down equity in the consolidated financial statements.
The goodwill allocated to the CGU Comet, equal to € 4,253 thousand, includes the amount of € 1,974 thousand relates to the positive difference emerged following the acquisition and subsequent merger by incorporation of the company HPP in Comet S.p.A., finalized in 2010.
During 2016 financial year, as a result of the impairment test, this goodwill was partially reduced for € 4,811 thousand. During 2020, the value of the deferred price and the Put & Call was definitively determined.
As no particular indications emerged during the half-year that could lead to the presumption of a lasting reduction in the value of the goodwill recorded, the impairment tests were not carried out at 30 June 2021.
The item "Equity investments" amounts to € 8 thousand and the same are not subject to impairment losses, risks and benefits associated with the possession of the investment are negligible.
The item "Equity investments in associates" is equal to 0, following the divestments that took place during the year 2020.
Other financial assets amount to € 1,056 thousand, which is non-current portion, and € 139 thousand as current portion and refer mainly to:
The financial statements values relate to changes in the fair value of financial instruments for:
All derivative financial instruments belonging to this heading are valued at fair value at the second hierarchical level: the estimate of their fair value has been carried out using variables other than prices quoted in active markets and which are observable (on the market) either directly (prices) or indirectly (derived from prices).
In the case in point, the fair value recorded is equal to the "market to market" estimation provided by the reference banks, which represents the current market value of each contract calculated at the closing date of the Financial Statements.
Accounting for the underexposed instruments is at fair value. According to the IFRS principles these effects were accounted in the income statement of the current year.
The current value of these contracts at June 30, 2021 is shown as follows:
| €/000 | 30.06.2021 | 31.12.2020 |
|---|---|---|
| Positive fair value assesment exchange rate hedge | 498 | 267 |
| Positive fair value assesment exchange rate options | 335 | 239 |
| Positive fair value assesment IRS and interest rate options | - | - |
| Total derivative financial instrument assets | 833 | 506 |
| Negative fair value assesment exchange rate hedge | 115 | 186 |
| Negative fair value assesment exchange rate options | 15 | 129 |
| Negative fair value assesment IRS and interest rate options | 431 | 705 |
| Total derivative financial instrument liabilities | 561 | 1,020 |
| Company | Nominal value (€/000) |
Forward exchange (average) |
Due to (*) | |||
|---|---|---|---|---|---|---|
| Forward contracts for foreign currencies purchases | ||||||
| Cnh/Euro | Emak S.p.A. | Cnh | 36,000 | 7.93 | 10/12/2021 | |
| Eur/Pln | Victus-Emak S.p. Z.o.o. | Euro | 1,700 | 4.51 | 02/08/2021 | |
| Usd/Pln | Victus-Emak S.p. Z.o.o. | Usd | 100 | 3.80 | 15/09/2021 | |
| Usd/Euro | Sabart S.r.l. | Usd | 700 | 1.21 | 03/09/2021 | |
| Cnh/Euro | Tecomec S.r.l. | Cnh | 12,000 | 8.41 | 15/12/2021 | |
| Cnh/Euro | Lavorwash S.p.A. | Cnh | 36,000 | 8.16 | 17/12/2021 | |
| Gbp/Euro | Lavorwash S.p.A. | Gbp | 210 | 0.89 | 12/11/2021 | |
| Euro/Mxn | S.I. Agro Mexico | Euro | 2,250 | 25.26 | 31/03/2022 | |
| Usd/Mxn | S.I. Agro Mexico | Usd | 20 | 20.00 | 06/08/2021 | |
| Euro/Usd | Valley | Euro | 700 | 1.21 | 30/11/2021 | |
| Forward contracts for foreign currencies sales | ||||||
| Usd/Euro | Comet S.p.A | Usd | 750 | 1.20 | 24/12/2021 | |
| Euro/Mxn | S.I. Agro Mexico | Euro | 100 | 26.28 | 30/07/2021 | |
| Derivative contract with combination of standard options | ||||||
| Usd/Euro | Emak Spa | Usd | 450 | 1.19 | 15/12/2021 | |
| Forward contracts for foreign currencies purchases with collar options | ||||||
| Cnh/Euro | Emak Spa | Cnh | 51,000 | 8.13 | 16/12/2021 | |
| Synthetic forward currency option contract | ||||||
| Usd/Euro | Comet S.p.A | Usd | 625 | 1.21 | 24/11/2021 |
(*) The due date is indicative of the last contract.
Finally, on June 30, 2021 IRS contracts and options on interest rates are also in force, with the aim of covering the risk of variability of interest rates on loans.
The Parent company Emak S.p.A. and the subsidiaries Tecomec S.r.l. and Comet S.p.A. have signed IRS contracts and options on interest rates for a total residual notional value of € 65,225 thousand; the expiration of the instruments is so detailed:
| Bank | Company | Notional Euro (€/000) |
Date of the operation |
Due to |
|---|---|---|---|---|
| Credit Agricole Cariparma | Emak S.p.A. | 1,875 | 26/10/2017 | 11/05/2022 |
| Credit Agricole Cariparma | Emak S.p.A. | 2,000 | 24/05/2018 | 30/06/2023 |
| MPS | Emak S.p.A. | 4,000 | 14/06/2018 | 30/06/2023 |
| UniCredit | Emak S.p.A. | 4,000 | 14/06/2018 | 30/06/2023 |
| Banco BPM | Emak S.p.A. | 3,500 | 21/06/2018 | 31/03/2023 |
| Banca Nazionale del Lavoro | Emak S.p.A. | 3,750 | 06/07/2018 | 06/07/2023 |
| UniCredit | Emak S.p.A. | 3,900 | 31/07/2019 | 30/06/2024 |
| Banca Nazionale del Lavoro | Emak S.p.A. | 2,188 | 02/08/2019 | 31/12/2024 |
| Banco BPM | Emak S.p.A. | 4,550 | 02/08/2019 | 30/06/2024 |
| MPS | Emak S.p.A. | 6,000 | 16/06/2020 | 30/06/2025 |
| Bper | Comet S.p.A. | 5,050 | 20/09/2017 | 29/12/2023 |
| Intesa Sanpaolo | Comet S.p.A. | 2,525 | 20/09/2017 | 29/12/2023 |
| UniCredit | Comet S.p.A. | 4,000 | 14/06/2018 | 30/06/2023 |
| Banca Nazionale del Lavoro | Comet S.p.A. | 3,750 | 06/07/2018 | 06/07/2023 |
| Bper | Comet S.p.A. | 2,525 | 15/11/2018 | 29/12/2023 |
| Intesa Sanpaolo | Comet S.p.A. | 1,263 | 15/11/2018 | 29/12/2023 |
| Banca Nazionale del Lavoro | Comet S.p.A. | 6,563 | 02/08/2019 | 31/12/2024 |
| Credit Agricole Cariparma | Tecomec S.r.l. | 2,000 | 24/05/2018 | 30/06/2023 |
| Intesa Sanpaolo | Tecomec S.r.l. | 1,786 | 23/10/2018 | 31/07/2022 |
| Totale | 65,225 |
The average of the hedging interest rates resulting from the instruments is equal to 0.03% at June 30, 2021.
For all contracts, despite having the purpose and characteristics of hedging transactions, the relative changes in fair value are recognized in the income statement in the period of competence in accordance with the hedge accounting rules established by IFRS 9.
Details of these amounts are as follows:
| €/000 | 30.06.2021 | 31.12.2020 |
|---|---|---|
| Trade receivables | 154,245 | 110,010 |
| Provision for doubtful accounts | (6,322) | (5,974) |
| Net trade receivables | 147,923 | 104,036 |
| Trade receivables from related parties (note 36) | 928 | 485 |
| Prepaid expenses and accrued income | 2,727 | 1,764 |
| Other receivables | 5,068 | 4,797 |
| Total current portion | 156,646 | 111,082 |
| Other non current receivables | 57 | 57 |
| Total non current portion | 57 | 57 |
The change in trade receivables is attributable to the significant increase in sales volumes and the well-known seasonal effects. The creditworthiness of customers is confirmed at good levels of reliability.
The item "Other receivables", for the current portion, includes:
an amount of € 1,478 thousand, (€ 1,821 at 31 December 2020), for receivables of the Parent company and certain Group companies towards the controlling company Yama S.p.A., emerging from the relationships that govern the tax consolidation in which they participate;
an amount of € 2,156 thousand as advances to suppliers for the supply of goods (€ 1,566 thousand at 31 December 2020).
All non-current receivables mature within five years. There are no trade receivables maturing beyond one year.
Inventories are detailed as follows:
| €/000 | 30.06.2021 | 31.12.2020 |
|---|---|---|
| Raw, ancillary and consumable materials | 55,993 | 51,953 |
| Work in progress and semi-finished products | 32,297 | 26,195 |
| Finished products and goods | 82,448 | 85,454 |
| Total | 170,738 | 163,602 |
| Inventories at June 30, 2021 are stated net of provisions amounting to € 10,977 thousand (€ 10,731 thousand at December 31 2020) intended to align the obsolete and slow moving items to their estimated realizable value. |
||
| The inventories provision is an estimate of the loss in value expected by the Group, calculated on the basis of past experience, historic trends and market expectations. |
||
| 26. Equity | ||
| Share capital Share capital is fully paid up at 30 June 2021 and amounts to € 42,623 thousand, remaining unchanged during the year under examination, and it is represented by 163,934,835 ordinary shares of par value € 0.26 each. The share capital, shown net of the amount of the nominal value of the treasury shares in the portfolio, is equal to € 42,519 thousand. |
||
| All shares have been fully paid. | ||
| Treasury shares Total value of treasury shares held at 30 June 2021 amounts to € 2,029 thousand and has not undergone any changes compared to the previous year. |
||
| This sum was attributed for the nominal value (€ 104 thousand) as an adjustment to the share capital and for the corresponding premium (€ 1,925 thousand) to adjust the share premium reserve. The consistency of the treasury stock portfolio during the year remained unchanged. |
||
| As for the sale and purchase of shares made during the period, please refer to the appropriate section of the Directors' Report. |
||
| Dividends On 29 April 2021 the Shareholders' Meeting of Emak S.p.A. resolved to allocate the profit for the year 2020 for € 138 thousand to the legal reserve for € 183 thousand to the extraordinary reserve and for the remainder to a dividend to shareholders. |
||
| Share premium reserve At 30 June 2021, the share premium reserve amounts to € 39,588 thousand, and consists of premiums on newly issued shares, net of share premium treasury shares held at June 30, 2021 amounted to € 1,925 thousand. |
||
| Part of this reserve at 31 December 2020 (€ 941 thousand) was classified in the revaluation reserve as a result of the realignment of the tax and statutory values pursuant to Legislative Decree 104/2020. The reserve is shown net of progress charges related to the capital increase amounted to € 1,598 thousand and adjusted for the related tax effect of € 501 thousand. |
||
| Legal reserve The legal reserve at June 30, 2021 of € 3,749 thousand (€ 3,611 thousand at December 31, 2020). |
Inventories at June 30, 2021 are stated net of provisions amounting to € 10,977 thousand (€ 10,731 thousand at December 31 2020) intended to align the obsolete and slow moving items to their estimated realizable value.
The inventories provision is an estimate of the loss in value expected by the Group, calculated on the basis of past experience, historic trends and market expectations.
Share capital is fully paid up at 30 June 2021 and amounts to € 42,623 thousand, remaining unchanged during the year under examination, and it is represented by 163,934,835 ordinary shares of par value € 0.26 each. The share capital, shown net of the amount of the nominal value of the treasury shares in the portfolio, is equal to € 42,519 thousand.
Total value of treasury shares held at 30 June 2021 amounts to € 2,029 thousand and has not undergone any changes compared to the previous year.
This sum was attributed for the nominal value (€ 104 thousand) as an adjustment to the share capital and for the corresponding premium (€ 1,925 thousand) to adjust the share premium reserve. The consistency of the treasury stock portfolio during the year remained unchanged.
As for the sale and purchase of shares made during the period, please refer to the appropriate section of the Directors' Report.
On 29 April 2021 the Shareholders' Meeting of Emak S.p.A. resolved to allocate the profit for the year 2020 for € 138 thousand to the legal reserve for € 183 thousand to the extraordinary reserve and for the remainder to a dividend to shareholders.
At 30 June 2021, the share premium reserve amounts to € 39,588 thousand, and consists of premiums on newly issued shares, net of share premium treasury shares held at June 30, 2021 amounted to € 1,925 thousand.
Part of this reserve at 31 December 2020 (€ 941 thousand) was classified in the revaluation reserve as a result of the realignment of the tax and statutory values pursuant to Legislative Decree 104/2020.
The reserve is shown net of progress charges related to the capital increase amounted to € 1,598 thousand and adjusted for the related tax effect of € 501 thousand.
At 30 June 2021 the revaluation reserve includes the reserves deriving from the revaluation as per Law 72/83 for € 371 thousand, as per Law 413/91 for € 767 thousand. and pursuant to Legislative Decree. 104/2020 for € 3,215 thousand.
At 30 June 2021 the reserve for translation differences for a negative amount of € 2,992 thousand is entirely attributable to the differences generated from the translation of balances into the Group's reporting currency. The reserve recorded a positive adjustment of € 4,897 thousand mainly due to the performance of the REAL, US dollar and Renminbi currencies.
At 30 June 2021 the IAS 19 reserve is equal a negative amount of € 1,320 thousand, for the actuarial valuation differences of post-employment benefits to employees.
At 30 June 2021 the Other reserves include:
Details of trade and other payables are set out below:
| €/000 | 30.06.2021 | 31.12.2020 |
|---|---|---|
| Trade payables | 104,999 | 90,317 |
| Payables due to related parties (note 36) | 1,094 | 976 |
| Payables due to staff and social security institutions | 15,763 | 12,104 |
| Advances from customers | 1,820 | 1,417 |
| Accrued expenses and deferred income | 927 | 828 |
| Other payables | 9,241 | 4,912 |
| Total current portion | 133,844 | 110,554 |
The item "Trade payables" includes € 1,241 thousand related to the short term payable, falling due in 2022, for the acquisition by the subsidiary Speed France of a technology and systems for the production of polyester monofilaments and cables for agricultural applications (note 33).
The increase of the item "Payables due to staff and social security institution" is linked to the time effect of the thirteenth salary and holidays accrued but not taken.
The item "Other payables" includes € 5,894 thousand, compared to € 1,950 thousand at 31 December 2020, for current IRES tax liabilities recorded by some companies of the Group towards the parent company Yama S.p.A. and arising from the relationships that govern the consolidated tax return, to which the same participating.
| €/000 | 30.06.2021 | 31.12.2020 | |
|---|---|---|---|
| Bank loans | 56,647 | 57,213 | |
| Overdrafts | 2,439 | 2,007 | |
| Liabilities for purchase of equity investments | 2,626 | 2,325 | |
| Financial accrued expenses | 71 | 73 | |
| Other loans | 299 | 414 | |
| Total current portion | 62,082 | 62,032 | |
| The carrying amount of short-term loans approximates their current value. | |||
| The item "Liabilities for purchase of equity investments" relates to the residual debt for the purchase of the remaining 10% of the company Valley Industries LLP regulated by a "Put and Call Option Agreement". |
|||
| The item "Other loans" includes an amount of € 176 thousand as current portion of a loan made by Simest S.p.A. to the parent company Emak S.p.A in accordance with Law 133/08, through which, the Italian companies, are accompanied in their internationalization process by loans at preferential interest rates. Long-term loans and borrowings are detailed as follows: |
|||
| €/000 | 30.06.2021 | 31.12.2020 | |
| Bank loans | 117,067 | 131,686 | |
| Liabilities for purchase of equity investments | 3,435 | 3,710 | |
| Other loans | 31 | 60 | |
| Total non current portion | 120,533 | 135,456 | |
| - - |
The item " Liabilities for purchase of equity investments " includes: € 2,044 thousand, relates to the discounted debt for the purchase price portion of 49% of Markusson shares and governed by the "Put and Call option" contract to be exercised in 2023; € 1.391 thousand relates to the discounted debt for the purchase price portion of 9% of Agres Sistemas Eletrônicos shares and governed by the "Put and Call option" contract to be exercised for the 70% from the 31 December 2023 and for the 30% from the 31 December 2027. The item "Other loans" refers to the non-current portion of the granting at the parent company Emak S.p.A. of a subsidized loan on the part of Simest S.p.A. in accordance with Law 133/08, through which, the Italian companies, are assisted in their internationalization process through loans at preferential interest rates. As at 30 June 2021, bank loans due after 5 years amount to € 1,242 thousand. |
||
| June 2021. | Some medium-long term loans are subject to financial covenants, on the basis of the NFP/EBITDA and NFP/Equity ratios consolidated at year-end; no constraint of compliance with financial covenant applies to 30 On the basis of the business plans prepared by the Management as well as the forecast results, compliance with the covenants is expected at December 31, 2021, date of verification of the restrictions. |
Details of short-term loans and borrowings are as follows:
The item "Liabilities for purchase of equity investments" relates to the residual debt for the purchase of the remaining 10% of the company Valley Industries LLP regulated by a "Put and Call Option Agreement".
The item "Other loans" includes an amount of € 176 thousand as current portion of a loan made by Simest S.p.A. to the parent company Emak S.p.A in accordance with Law 133/08, through which, the Italian companies, are accompanied in their internationalization process by loans at preferential interest rates.
| €/000 | 30.06.2021 | 31.12.2020 |
|---|---|---|
| Bank loans | 117,067 | 131,686 |
| Liabilities for purchase of equity investments | 3,435 | 3,710 |
| Other loans | 31 | 60 |
| Total non current portion | 120,533 | 135,456 |
The item "Other loans" refers to the non-current portion of the granting at the parent company Emak S.p.A. of a subsidized loan on the part of Simest S.p.A. in accordance with Law 133/08, through which, the Italian companies, are assisted in their internationalization process through loans at preferential interest rates.
Some medium-long term loans are subject to financial covenants, on the basis of the NFP/EBITDA and NFP/Equity ratios consolidated at year-end; no constraint of compliance with financial covenant applies to 30 June 2021.
On the basis of the business plans prepared by the Management as well as the forecast results, compliance with the covenants is expected at December 31, 2021, date of verification of the restrictions.
The item "Liabilities derivig from leases" which totals € 28,295 thousand, of which € 23,558 thousand as non-current portion and € 4,737 thousand as current portion, refers to financial liabilities recorded in application of the IFRS 16 accounting standard – Leases adopted by the Group from 1 January 2019. These liabilities are
At 30 June 2021 the payables deriving from leases due beyond 5 years amount to € 9,542 thousand.
Deferred tax assets are detailed below:
| €/000 | 30.06.2021 | 31.12.2020 |
|---|---|---|
| Deferred tax on impairment losses of assets | 238 | 262 |
| Deferred tax on reversal of unrealized intercompany gains | 2,420 | 2,556 |
| Deferred tax on provision for inventory write-downs | 2,137 | 2,115 |
| Deferred tax on losses in past financial periods | 89 | 84 |
| Deferred tax on provisions for bad debts | 624 | 620 |
| Deferred tax on right of use IFRS 16 | 226 | 211 |
| Deferred tax on tax realignment | 1,819 | 816 |
| Other deferred tax assets | 2,034 | 2,399 |
| Total | 9,587 | 9,063 |
The item "Deferred tax assets on tax realignments" includes deferred tax assets for a value of € 886 thousand recognized against the recognition of future tax benefits deriving from revaluation operations - pursuant to Legislative Decree. 104/2020 - of tangible and intangible assets carried out by some subsidiaries of the Group during 2020.
At 30 June 2021, deferred tax assets were allocated to the same item, for a value of € 933 thousand, against the realignment of the tax value to the book value of some goodwill recorded in the financial statements of some Group companies, at pursuant to art. 110 D.L. 104/2020, converted into law no. 126/2020.
This most recent realignment, carried out as an option for a total amount of € 3,441 thousand, involves the payment of substitute taxes for a total of € 103 thousand, to be paid without interest in three constant annual installments, starting from 30 June 2021.
This realignment entailed, in accordance with the law, the affixing of a restriction on net equity reserves for a total of € 3,338 thousand, as shown in the following table:
| € | ||||
|---|---|---|---|---|
| Company | Realigned value |
Sobstitutive tax |
Realignment reserve |
Reserve used |
| TECOMEC s.r.l. | 1,069,656 | 32,090 | 1,037,566 | Extraordinary reserve |
| COMET s.p.a. | 1,973,344 | 59,200 | 1,914,144 | Extraordinary reserve |
| PTC s.r.l. | 398,219 | 11,947 | 386,272 | Retained earnings reserve |
| TOTAL | 3,441,219 | 103,237 | 3,337,982 |
Please note that any distribution of the realignment reserve pursuant to art. 110, Legislative Decree 104/2020 is subject to the conditions and formalities provided for by art. 2445 of the Italian Civil Code and involves the taxation of the same both for the company and for the recipient shareholder.
The usability of the residual tax losses recorded is of unlimited duration.
The breakdown of Deferred tax liabilities is shown as follows:
| €/000 | 30.06.2021 | 31.12.2020 |
|---|---|---|
| Deferred tax on property ex IAS 17 | 101 | 104 |
| Deferred tax on depreciations | 4,336 | 4,311 |
| Other deferred tax liabilities | 2,063 | 2,050 |
| Total | 6,500 | 6,465 |
The "Other deferred tax liabilities" refer mainly to revenues already accounted for, but which will acquire fiscal relevance, in the coming years.
The Current tax receivables amount at June 30 2021 to € 6,031 thousand, against € 7,516 thousand at December 31 2020, and refer to VAT credits, surplus payments on account of direct tax and other tax credits.
The Current tax liabilities amount to € 8,136 thousand at June 30 2021, compared with € 4,764 thousand at 31 December 2020, and they refer to payables for direct tax for the period, VAT and withholding taxes.
The main Italian companies of the Group participate with the parent company Yama S.p.A. in the tax consolidation pursuant to articles 117 and following of the Presidential Decree n. 917/1986: payables and receivables for current IRES taxes of these companies are recorded under the item "Other current payables" and "Other current receivables".
The item "Employee benefits" equal to € 7,564 thousand, refer principally to the discounted liability for employment termination indemnity payable at the end of an employee's working life, amounting to € 7,098 thousand.
The valuation of the indemnity leaving fund (TFR), carried out according to the nominal debt method, determined as per art. 2120 of the Civil Code, existing at the closing date, would be equal to € 6,331 thousand.
The main economic financial assumptions used to calculate the fund are unchanged compared to those used at the close of December 31, 2020.
Movements in these provisions are detailed below:
| €/000 | 31.12.2020 | Increase | Decrease | Exchange differences |
30.06.2021 |
|---|---|---|---|---|---|
| Provisions for agents' termination indemnity | 2,325 | 110 | (12) | - | 2,423 |
| Other provisions | 57 | 59 | - | 1 | 117 |
| Total non current portion | 2,382 | 169 | (12) | 1 | 2,540 |
| Provisions for products warranties | 1,107 | 105 | (3) | 7 | 1,216 |
| Other provisions | 120 | 199 | (17) | 7 | 309 |
| Total current portion | 1,227 | 304 | (20) | 14 | 1,525 |
The provision for agents' termination indemnity is calculated on the basis of agency relationships in force at the close of the financial year, it refers to the probable indemnity which will have to be paid to the agents at the time of the resolution of the respective report. The year allocation of € 110 thousand, was recorded under the provisions in the item "Other operating expenses" in the income statement.
"Other non-current provisions", equal to € 117 thousand, refer for:
The product warranty provision refers to future costs for repairs on warranty which will be incurred for products sold covered by the legal and/or contractual warranty period; the allocation is based on estimates extrapolated from the historic trend.
"Other provisions", for the current part, refers to the best possible estimate of probable liabilities, details of which are given below:
The item "Other non-current liabilities" includes:
Since February 2021 there has been a dispute related to a hypothesis of violation of industrial property rights concerning a subsidiary company.
The Group, supported by the opinion of its legal advisors, has carried out a preliminary analysis of these findings and believes that there are no objective elements to support the dispute initiated by the counterparty.
At 30 June 2021, The Group has not further significant outstanding disputes in addition to those already discussed in these notes.
The Group has commitments for the purchase of fixed assets not accounted for in the financial statements as of June 30, 2021 for an amount equal to € 676 thousand.
These commitments mainly refer to the purchase of equipment.
Please note that with respect to shares held directly or indirectly by the Parent Company Emak S.p.A. the following contractual agreements are in force:
in the contract to acquire the subsidiary Markusson Professional Grinders AB, owned by Tecomec S.r.l. with a share of 51%, there is a "Put & Call Option" agreement which regulates the purchase of the remaining 49% to be exercised on March 31, 2023;
in the contract to acquire the associated company Agres Sistemas Eletronicos S.A., owned by Tecomec S.r.l. with a share of 91%, there is a "Put and Call" agreement for the purchase of an additional 9% share to be exercised for 70% from 31 December 2023 and 30% from 31 December 2027.
The transactions entered into with related parties by the Emak Group in the first half of 2021 mainly relate to three different types of usual nature relations, within the ordinary course of business, adjusted to normal market conditions.
It is in first place for the exchange of goods and provision of services of industrial and real estate activities, responding to a stringent production logic and purpose, carried out with the parent company YAMA S.p.A. and with certain companies controlled by it. On one side, among the companies under the direct control of Yama, some have provided during the period to the Emak Group components, materials of production, as well as the leasing of industrial surfaces.
In particular, rights of use of a significant entity, liabilities deriving from leases, amortization and depreciation and financial charges derive from the passive real estate lease relationships with the subsidiary Yama Immobiliare Srl, in compliance with the IFRS accounting standard. 16, properly identified in the financial statements.
On the other hand, certain companies of Yama Group bought from Emak Group products for the completion of their respective range of commercial offer.
Secondly, relations of a tax nature and usual character arise from the participation of the Parent Company Emak S.p.A. and of the subsidiaries Comet S.p.A., Tecomec S.r.l., Sabart S.r.l., P.T.C. S.r.l. and Lavorwash S.p.A. to the tax consolidation regime under Articles. 117 et seq., Tax Code, intercurrent with Yama S.p.A., as consolidating company. The criteria and procedures for the settlement of such transactions are established and formalized in agreements of consolidation, based on the principle of equal treatment between participants.
A further area of relationships with "other related parties" is derived from the performance of professional services for legal and fiscal nature, provided by entities subject to significant influence by a non-executive director.
The nature and extent of the usual and commercial operations described above is shown in the following two tables.
Sale of goods and services, trade and other receivables and financial asset:
| €/000 | Net sales | Trade receivables |
Other receivables for tax consolidation |
Total trade and other receivables |
Current financial assets |
Non current financial assets |
|---|---|---|---|---|---|---|
| Euro Reflex D.o.o. | 849 | 852 | - | 852 | - | - |
| Garmec S.r.l. | 106 | 76 | - | 76 | - | - |
| Selettra S.r.l. | 1 | - | - | - | - | - |
| Yama S.p.A. | - | - | 1,478 | 1,478 | 37 | 185 |
| Total (notes 22 and 24) | 956 | 928 | 1,478 | 2,406 | 37 | 185 |
| Purchase of goods and services, trade and other payables: | ||||||
|---|---|---|---|---|---|---|
| €/000 | Purchases of raw materials and consumables |
Other operating costs |
Trade payables | Other payables for tax consolidation |
Total trade and other payables |
|---|---|---|---|---|---|
| Euro Reflex D.o.o. | 1,441 | 40 | 715 | - | 715 |
| Garmec S.r.l. | 20 | - | 18 | - | 18 |
| Selettra S.r.l. | 85 | 2 | 83 | - | 83 |
| Yama S.p.A. | - | - | - | 5,894 | 5,894 |
| Other related parties | - | 324 | 278 | - | 278 |
| Total (note 27) | 1,546 | 366 | 1,094 | 5,894 | 6,988 |
The amount of balances with related parties, relating to tax consolidation relationships, are shown in notes 24 and 27.
A significant asset item resulting from an extraordinary transaction with related parties is goodwill, equal to € 12,641 thousand (€ 12,523 thousand at 31 December 2020), which arose from the so-called Greenfield operation, occurred in 2011, through which the Emak Group acquired from the parent company Yama S.p.A. Tecomec Group, Comet Group, Sabart S.r.l. and Raico S.r.l. (the latter is no longer present within the Emak Group to date) and, before then, since the acquisition of the company Tailong, which took place in 2008.
As regards relations with the parent company's corporate bodies, the accrued payments at 30 June 20201 are as follows:
For a description of subsequent events, please refer to Note 10 of the Directors report.
of administrative and accounting procedures for the preparation of the half year financial statements for the financial period 1 January 2021 - 30 June 2021.
No significant elements have emerged with reference to point 1 above.
2.1 The abbreviated half-year accounts:
2.2 The intermediate directors' report contains references to significant events that have occurred in the first six months of the financial period and their effect on the abbreviated half-year accounts, together with a description of the main risks and uncertainties for the remaining six months of the financial period. The intermediate directors' report contains, as well, information regarding significant operations with related parties.
Data: 6 August 2021
President and Chief Executive Officer Fausto Bellamico
The executive in charge of preparing the accounting statements
Aimone Burani
Deloitte & Touche S.p.A. Via Paradigna 38/A 43122 Parma Italia
Tel: +39 0521 976011 Fax: +39 0521 976012 www.deloitte.it
To the Shareholders of To Shareholders EmakS.p.A.
We have reviewed the accompanying half-yearly condensed consolidated financial statements of Emak S.p.A. and subsidiaries (the "Emak Group"), which comprise the statement of financial position as of June 30, 2021 and the income statement, statement of comprehensive income, statement of changes in equity and cash flow statement for the six month period then ended, and a summary of significant accounting policies and other explanatory notes. The Directors are responsible for the preparation of the half-yearly condensed consolidated financial statements in accordance with the International Accounting Standard applicable to the interim financial reporting (IAS 34) as adopted by the European Union. Our responsibility is to express a conclusion on the half-yearly condensed consolidated financial statements based on our review.
We conducted our review in accordance with the criteria recommended by the Italian Regulatory Commission for Companies and the Stock Exchange ("Consob") for the review of the half-yearly financial statements under Resolution n° 10867 of July 31, 1997. A review of half-yearly condensed consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (ISA Italia) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying halfyearly condensed consolidated financial statements of Emak Group as at June 30, 2021 are not prepared, in all material respects, in accordance with the International Accounting Standard applicable to the interim financial reporting (IAS 34) as adopted by the European Union.
DELOITTE & TOUCHE S.p.A.
Signed by Domenico Farioli Domenico Farioli Partner
Parma, Italy August 6, 2021
Ancona Bari Bergamo Bologna Brescia Cagliari Firenze Genova Milano Napoli Padova Parma Roma Torino Treviso Udine Verona
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