Annual Report • Feb 11, 2020
Annual Report
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INTERIM MANAGEMENT STATEMENT
AT 31 DECEMBER 2019
SABAF S.p.A. Via dei Carpini, 1 – OSPITALETTO (BS) ITALY Fully paid-in share capital: € 11,533,450 www.sabaf.it
| Group structure and corporate officers | 3 | |
|---|---|---|
| Consolidated statement of financial position | 4 | |
| Consolidated income statement | 5 | |
| Consolidated statement of comprehensive income | 6 | |
| Statement of changes in consolidated shareholders' equity | 7 | |
| Consolidated statement of cash flows | 8 | |
| Consolidated net financial position | 9 | |
| Explanatory notes | 10 | |
| Statement of the Financial Reporting Officer | 16 |
SABAF S.p.A.
| Companies consolidated on a line-by-line basis | |
|---|---|
| Faringosi Hinges s.r.l. | 100% |
| Sabaf do Brasil Ltda. | 100% |
| Sabaf Beyaz Esya Parcalari Sanayi Ve Ticaret Limited | 100% |
| Sirteki (Sabaf Turkey) | |
| Sabaf Appliance Components (Kunshan) Co., Ltd. | 100% |
| A.R.C. s.r.l. | 70% |
| Okida Elektronik Sanayi ve Tickaret A.S | 100% |
| Sabaf US Corp. | 100% |
| C.M.I. s.r.l. | 68.5% |
| C.G.D. s.r.l. | 68.5% |
| C.M.I. Polska Sp. Zoo. | 68.5% |
| Companies consolidated using the equity method | |
| Handan ARC Burners Co., Ltd. | 35.7% |
| Chairman | Giuseppe Saleri |
|---|---|
| Vice Chairman (*) | Nicla Picchi |
| Chief Executive Officer | Pietro Iotti |
| Director | Gianluca Beschi |
| Director | Claudio Bulgarelli |
| Director | Alessandro Potestà |
| Director (*) | Carlo Scarpa |
| Director (*) | Daniela Toscani |
| Director (*) | Stefania Triva |
(*) independent directors
| Chairman | Alessandra Tronconi |
|---|---|
| Statutory Auditor | Luisa Anselmi |
| Statutory Auditor | Mauro Vivenzi |
| 31/12/2019 | 30/09/2019 | 31/12/2018 | |
|---|---|---|---|
| (€/000) | |||
| ASSETS | |||
| NON-CURRENT ASSETS | |||
| Property, plant and equipment | 76,251 | 75,139 | 70,765 |
| Investment property | 3,610 | 4,083 | 4,403 |
| Intangible assets | 51,668 | 48,391 | 39,054 |
| Equity investments | 115 | 375 | 380 |
| Financial assets | 60 | 60 | 120 |
| Non-current receivables | 297 | 453 | 188 |
| Deferred tax assets | 6,094 | 4,440 | 6,040 |
| Total non-current assets | 138,095 | 132,941 | 120,950 |
| CURRENT ASSETS | |||
| Inventories | 35,343 | 37,641 | 39,179 |
| Trade receivables | 46,929 | 55,349 | 46,932 |
| Tax receivables | 5,249 | 4,218 | 3,043 |
| Other current receivables | 1,459 | 2,309 | 1,534 |
| Financial assets | 1,266 | 60 | 3,511 |
| Cash and cash equivalents | 18,687 | 11,002 | 13,426 |
| Total current assets | 108,933 | 110,579 | 107,625 |
| ASSETS HELD FOR SALE | 0 | 0 | 0 |
| TOTAL ASSETS | 247,028 | 243,520 | 228,575 |
| SHAREHOLDERS' EQUITY AND LIABILITIES SHAREHOLDERS' EQUITY |
|||
| Share capital | 11,533 | 11,533 | 11,533 |
| Retained earnings, Other reserves | 92,579 | 92,897 | 90,555 |
| Net profit for the period | 10,296 | 6,792 | 15,614 |
| Total equity interest pertaining to the Parent | |||
| Company | 114,408 | 111,222 | 117,702 |
| Minority interests | 7,077 | 4,284 | 1,644 |
| Total shareholders' equity | 121,485 | 115,506 | 119,346 |
| NON-CURRENT LIABILITIES | |||
| Loans | 44,046 | 51,651 | 42,406 |
| Other financial liabilities | 7,383 | 6,379 | 1,938 |
| Post-employment benefit and retirement | |||
| provisions | 3,698 | 3,461 | 2,632 |
| Provisions for risks and charges | 995 | 614 | 725 |
| Deferred tax liabilities | 7,273 | 3,101 | 3,030 |
| Total non-current liabilities | 63,395 | 65,206 | 50,731 |
| CURRENT LIABILITIES | |||
| Loans | 19,015 | 19,790 | 18,435 |
| Other financial liabilities | 4,637 | 5,097 | 7,682 |
| Trade payables | 27,560 | 26,152 | 21,215 |
| Tax payables | 1,802 | 2,115 | 3,566 |
| Other payables | 9,134 | 9,654 | 7,600 |
| Total current liabilities | 62,148 | 62,808 | 58,498 |
| LIABILITIES HELD FOR SALE TOTAL LIABILITIES AND SHAREHOLDERS' |
0 | 0 | 0 |
| EQUITY | 247,028 | 243,520 | 228,575 |
| Q4 2019 | Q4 2018 | 12M 2019 | 12M 2018 | |||||
|---|---|---|---|---|---|---|---|---|
| € ( /000) |
||||||||
| INCOME STATEMENT | ||||||||
| COMPONENTS | ||||||||
| OPERATING REVENUE AND INCOME |
||||||||
| Revenue | 40,671 | 100.0% | 36,201 | 100.0% | 155,923 | 100.0% | 150,642 | 100.0% |
| Other income | 1,393 | 3.4% | 901 | 2.5% | 3,621 | 2.3% | 3,369 | 2.2% |
| Total operating revenue and | 103.4% | 102.5% | 102.3% | 102.2% | ||||
| income | 42,064 | 37,102 | 159,544 | 154,011 | ||||
| OPERATING COSTS | ||||||||
| Materials | (15,401) | -37.9% | (13,725) | -37.9% | (57,464) | -36.9% | (62,447) | -41.5% |
| Change in inventories | (1,961) | -4.8% | (1,060) | -2.9% | (8,617) | -5.5% | 4,603 | 3.1% |
| Services | (7,786) | -19.1% | (7,598) | -21.0% | (29,488) | -18.9% | (31,297) | -20.8% |
| Personnel costs | (10,498) | -25.8% | (8,496) | -23.5% | (37,103) | -23.8% | (34,840) | -23.1% |
| Other operating costs | (187) | -0.5% | 376 | 1.0% | (1,698) | -1.1% | (1,670) | -1.1% |
| Costs for capitalised in-house | 356 | 0.9% | 1.2% | 1.1% | ||||
| work Total operating costs |
(35,477) | -87.2% | 448 (30,055) |
-83.0% | 1,859 (132,511) |
1.2% -85.0% |
1,599 (124,052) |
-82.3% |
| OPERATING PROFIT BEFORE DEPRECIATION & AMORTISATION, CAPITAL GAINS/LOSSES, AND WRITE DOWNS/WRITE-BACKS OF NON-CURRENT ASSETS |
6,587 | 16.2% | 7,047 | 19.5% | 27,033 | 17.3% | 29,959 | 19.9% |
| (EBITDA) | ||||||||
| Depreciations and amortisation | (4,446) | -10.9% | (3,368) | -9.3% | (15,183) | -9.7% | (12,728) | -8.4% |
| Capital gains/(losses) on | ||||||||
| disposals of non-current assets | 2 | 0.0% | 16 | 0.0% | 46 | 0.0% | 28 | 0.0% |
| Write-downs/write-backs of non current assets |
0 | 0.0% | (850) | -2.3% | 0 | 0.0% | (850) | -0.6% |
| OPERATING PROFIT (EBIT) | 2,143 | 5.3% | 2,845 | 7.9% | 11,896 | 7.6% | 16,409 | 10.9% |
| Financial income | 356 | 0.9% | 148 | 0.4% | 638 | 0.4% | 373 | 0.2% |
| Financial expenses | (92) | -0.2% | (458) | -1.3% | (1,339) | -0.9% | (1,206) | -0.8% |
| Exchange rate gains and losses | (1,230) | -3.0% | 1,609 | 4.4% | (1,380) | -0.9% | 5,384 | 3.6% |
| Profits and losses from equity investments |
(39) | -0.1% | 0 | 0.0% | (39) | 0.0% | 0 | 0.0% |
| PROFIT BEFORE TAXES | 1,138 | 2.8% | 4,144 | 11.4% | 9,776 | 6.3% | 20,960 | 13.9% |
| Income taxes | 2,418 | 5.9% | (838) | -2.3% | 788 | 0.5% | (5,162) | -3.4% |
| NET PROFIT FOR THE | ||||||||
| PERIOD | 3,556 | 8.7% | 3,306 | 9.1% | 10,564 | 6.8% | 15,798 | 10.5% |
| of which: | ||||||||
| Profit attributable to minority interests |
52 | 0.1% | 62 | 0.2% | 268 | 0.2% | 184 | 0.1% |
| PROFIT ATTRIBUTABLE TO | 3,504 | 8.6% | 3,244 | 9.0% | 10,296 | 6.6% | 15,614 | 10.4% |
| THE GROUP |
| € ( /000) |
Q4 2019 | Q4 2018 | 12M 2019 | 12M 2018 |
|---|---|---|---|---|
| NET PROFIT FOR THE PERIOD | 3,556 | 3,306 | 10,564 | 15,798 |
| Total profits/losses that will not be subsequently restated under profit (loss) for the period: |
||||
| Actuarial evaluation of post-employment benefit | (26) | 32 | (26) | 32 |
| Tax effect | 6 | (8) | 6 | (8) |
| (20) | 24 | (20) | 24 | |
| Total profits/losses that will be subsequently reclassified under profit (loss) for the period: Forex differences due to translation of financial statements in foreign currencies |
(2,706) | 5,784 | (3,323) | (3,940) |
| Total other profits/(losses) net of taxes for the year | (2,726) | 5,808 | (3,343) | (3,916) |
| TOTAL PROFIT | 830 | 9,114 | 7,221 | 11,882 |
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Sabaf Group – Interim management statement at 31 December 2019 7
| € ( /000) |
Q4 2019 | Q4 2018 | 12M 2019 | 12M 2018 |
|---|---|---|---|---|
| Cash and cash equivalents at beginning of period |
11,062 | 18,405 | 13,426 | 11,533 |
| Net profit/(loss) for the period | 3,556 | 3,306 | 10,564 | 15,798 |
| Adjustments for: | ||||
| - Depreciation and amortisation for the period | 4,446 | 3,368 | 15,183 | 12,728 |
| - Write-downs of non-current assets | 0 | 850 | 0 | 850 |
| - Realised gains/losses | (2) | (16) | (46) | (28) |
| - Profits and losses from equity investments | 39 | 39 | 0 | |
| - Financial income and expenses | (264) | 310 | 701 | 833 |
| - IFRS 2 measurement stock grant plan | 247 | 128 | 681 | 321 |
| - Income tax Payment of post-employment benefit provision |
(2,418) 237 |
838 (55) |
(788) 300 |
5,162 (241) |
| Change in risk provisions | 381 | (573) | 270 | 340 |
| Change in trade receivables | 8,420 | 1,172 | 10,148 | (3,003) |
| Change in inventories | 2,298 | 129 | 9,090 | (4,374) |
| Change in trade payables | 1,408 | (1,953) | (2,901) | 556 |
| Change in net working capital | 12,126 | (652) | 16,337 | (6,821) |
| Change in other receivables and payables, | ||||
| deferred tax liabilities | 2,109 | 3,223 | 1,344 | 2,537 |
| Payment of taxes | (1,570) | (3,406) | (2,952) | (4,860) |
| Payment of financial expenses | (106) | (451) | (1,339) | (1,178) |
| Collection of financial income | 356 | 148 | 638 | 373 |
| Cash flows from operations | 19,137 | 7,018 | 40,932 | 25,814 |
| Net investments | (4,874) | (2,931) | (12,014) | (11,467) |
| Free cash flow | 14,263 | 4,087 | 28,918 | 14,347 |
| Repayment of loans | (7,417) | (11,465) | (29,682) | (19,579) |
| New loans | (332) | 6,754 | 18,271 | 52,972 |
| Change in financial assets | (1,206) | 10 | 2,245 | (3,384) |
| Purchase/sale of treasury shares | 3,146 | (273) | 3,146 | (2,359) |
| Payment of dividends | 0 | 0 | (6,060) | (6,071) |
| Cash flows from financing activities | (5,808) | (4,974) | (12,080) | 21,579 |
| Okida acquisition | 0 | (1,195) | (317) | (24,077) |
| C.M.I. acquisition | 0 | 0 | (10,475) | 0 |
| Foreign exchange differences | 437 | (2,897) | 482 | (9,956) |
| Net cash flows for the period | 8,892 | (4,979) | 6,528 | 1,893 |
| Cash and cash equivalents at end of period | 19,954 | 13,426 | 19,954 | 13,426 |
| Current financial debt | 23,652 | 22,606 | 23,652 | 22,606 |
| Non-current financial debt Net financial debt |
51,430 55,128 |
44,344 53,524 |
51,430 55,128 |
44,344 53,524 |
| € ( /000) |
31/12/2019 | 30/09/2019 | 31/12/2018 | |
|---|---|---|---|---|
| A. | Cash | 19 | 18 | 19 |
| B. | Positive balances of unrestricted bank accounts | 18,590 | 10,778 | 7,067 |
| C. | Other cash equivalents | 79 | 206 | 6,340 |
| D. | Liquidity (A+B+C) | 18,688 | 11,002 | 13,426 |
| E. | Current financial receivables | 1,266 | 60 | 3,511 |
| F. | Current bank payables | 3,313 | 6,432 | 7,233 |
| G. | Current portion of non-current debt | 14,653 | 12,194 | 10,741 |
| H. | Other current financial payables | 5,686 | 6,261 | 8,143 |
| I. | Current financial debt (F+G+H) | 23,652 | 24,887 | 26,117 |
| J. | Net current financial debt (I-E-D) | 3,698 | 13,825 | 9,180 |
| K. | Non-current bank payables | 40,569 | 48,163 | 41,097 |
| L. | Other non-current financial payables | 10,861 | 9,867 | 3,247 |
| M. | Non-current financial debt (K+L) | 51,430 | 58,030 | 44,344 |
| N. | Net financial debt (J+M) | 55,128 | 71,855 | 53,524 |
The Interim Management Statement of the Sabaf Group at 31 December 2019 was prepared in pursuance of the Italian Stock-exchange regulations that establish the publication of interim management statements as one of the requirements for maintaining a listing in the STAR segment of the MTA (Electronic Stock Market).
This report does not contain the information required in accordance with IAS 34.
Accounting standards and policies are the same as those adopted for the preparation of the consolidated financial statements at 31 December 2018, which should be consulted for reference, with the exception of the new IFRS 16 "Leases", which came into force on 1 January 2019 and the effects of which are shown below. All the amounts contained in the statements included in this Interim Management Statement are expressed in thousands of euro.
We also draw attention to the following points:
The Interim Management Statement at 31 December 2019 has not been independently audited.
As from 31 July 2019, the C.M.I. Group, one of the main players in the design, production and sale of hinges for household appliances was consolidated. The allocation of the price paid for the acquisition of the C.M.I. Group on the net assets acquired (Purchase Price Allocation) was completed during 2019. Specifically, in accordance with IFRS 3 revised, the fair value of assets, liabilities and contingent liabilities was recognised at the acquisition date, the effects of which are shown in the table below:
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The financial debt of the C.M.I. Group at the acquisition date amounted to €6.511 million, of which €2.398 million deriving from the application of IFRS 16
according to the modified retrospective approach.
The standard, applied as from 1 January 2019, provides a new definition of lease and introduces a criterion based on the control (right of use) of an asset in order to distinguish lease agreements from service agreements, identifying as discriminating factors the identification of the asset, the right to replace it, the right to obtain substantially all of the economic benefits deriving from the use of the asset and the right to direct the use of the asset underlying the contract. The standard establishes a single model of recognition and measurement of the lease agreements for the lessee which requires the recognition of the asset to be leased (operating lease or otherwise) in assets offset by a financial debt, while also providing the opportunity not to recognise as leases the agreements whose subject matter are "low-value assets" and leases with a contract duration equal to or less than 12 months. By contrast, the Standard does not include significant changes for the lessors.
The following table shows the effects on the consolidated statement of financial position at 31 December 2019 and on the income statement for 2019 and for the fourth quarter of 2019 of the application of IFRS 16 according to the modified retrospective approach:
| Book value at 31/12/2019 in case of non-adoption of IFRS 16 |
Effect of IFRS 16 | Book value at 31/12/2019 |
|
|---|---|---|---|
| Assets | |||
| Property, plant and equipment | 73,108 | 3,143 | 76,251 |
| Liabilities | |||
| Loans beyond 12 months | 49,174 | 2,255 | 51,429 |
| Loans within 12 months | 22,688 | 964 | 23,652 |
| Shareholders' equity | |||
| Retained earnings, Other reserves | 92,491 | 23 | 92,514 |
| 2019 Income Statement | |||
| Costs for services | 30,230 | (742) | 29,488 |
| Depreciations | 14,478 | 705 | 15,183 |
| Financial expenses | 1,249 | 90 | 1,339 |
| Income Statement Q4 2019 | |||
| Costs for services | 7,505 | (223) | 7,282 |
| Depreciations | 3,827 | 221 | 4,048 |
| Financial expenses | 436 | 21 | 457 |
| Economic and financial indicators | |||
| Shareholders' equity | 121,514 | (29) | 121,485 |
| Net financial debt | 51,909 | 3,219 | 55,128 |
| 12 m 2019 |
|||
| EBITDA | 26,291 | 742 | 27,033 |
| EBIT | 11,859 | 37 | 11,896 |
| Net profit for the period | 10,348 | (52) | 10,296 |
| Q4 2019 | |||
| EBITDA | 7,329 | 223 | 7,552 |
| EBIT 9 | 3,497 | 3 | 3,500 |
| Net profit for the period | 3,301 | (22) | 3,279 |
| Sales breakdown by geographical area (Euro x 1000) | |||
|---|---|---|---|
| ---------------------------------------------------- | -- | -- | -- |
| (amounts in € 000) |
Q4 2019 | Q4 2018 | % change | 12M 2019 |
12M 2018 |
% change |
|---|---|---|---|---|---|---|
| Italy | 7,145 | 7,090 | +0.8% | 31,161 | 31,579 | -1.3% |
| Western Europe | 2,985 | 3,324 | -10.2% | 12,277 | 12,337 | -0.5% |
| Eastern Europe | 16,309 | 11,818 | +38.0% | 55,059 | 46,301 | +18.9% |
| Middle East and Africa |
1,097 | 2,169 | -49.4% | 7,050 | 12,303 | -42.7% |
| Asia and Oceania | 2,062 | 2,080 | -0.9% | 9,198 | 7,590 | +21.2% |
| South America | 5,629 | 5,937 | -5.2% | 23,451 | 25,461 | -7.9% |
| North America and Mexico |
5,444 | 3,783 | +43.9% | 17,727 | 15,071 | +17.6% |
| Total | 40,671 | 36,201 | +12.3% | 155,923 | 150,642 | +3.5% |
Sales breakdown by product category (Euro x 1000)
| (amounts in € 000) |
Q4 2019 | Q4 2018 | % change | 12M 2019 |
12M 2018 |
% change |
|---|---|---|---|---|---|---|
| Valves and thermostats |
8,638 | 10,543 | -18.1% | 39,989 | 48,463 | -17.5% |
| Burners | 15,084 | 15,287 | -1.3% | 63,858 | 66,953 | -4.6% |
| Accessories | 2,904 | 3,318 | -12.5% | 12,924 | 15,422 | -16.2% |
| Total gas parts | 26,626 | 29,148 | -8.7% | 116,771 | 130,838 | -10.8% |
| Professional burners |
1,259 | 1,145 | +10.0% | 5,434 | 5,331 | +1.9% |
| Hinges | 10,205 | 2,777 | +267.5% | 23,774 | 10,436 | +127.8% |
| Electronic components |
2,581 | 3,131 | -17.6% | 9,944 | 4,037 | +146.3% |
| Total | 40,671 | 36,201 | +12.3% | 155,923 | 150,642 | +3.5% |
During the fourth quarter of 2019, the Sabaf Group recorded sales of €40.7 million, an increase of 12.3% versus the figure of €36.2 million in the corresponding period of the previous year. The increase in revenue is attributable to the acquisition of the C.M.I. Group, whose sales contributed €7.4 million during the period. The organic component (sales down by 8.2% taking into consideration the same scope of consolidation) confirmed the weakness already highlighted in the other quarters of the year and related to the slowdown in some important markets, including the Middle East.
EBITDA for the fourth quarter of 2019 was €6.6 million, or 16.2% of sales, down by 6.5% compared to the figure of €7 million in the fourth quarter of 2018.
EBIT was €2.1 million, equivalent to 5.3% of sales, and 24.7% lower than the €2.8 million recorded in the same quarter of 2018 (7.9% of sales). The net profit for the period was €3.5 million, up by 8% compared to the figure of €3.2 million in the fourth quarter of 2018. During the quarter, the Group recognised non-recurring tax income of €1.1 million following the favourable outcome of a tax dispute in Turkey and other tax benefits relating to investments made in Italy and Turkey.
In the whole of 2019, revenue totalled €155.9 million, up by 3.5% over the same period of 2018 (-8.9% taking into consideration the same scope of consolidation). EBITDA was €27 million (or 17.3% of turnover), down by 9.8%, EBIT totalled €11.9 million (or 7.6% of turnover) down by 27.5%, and the net profit attributable to the Group was €10.3 million, down by 34.1% compared to 2018.
In 2019, positive free cash flow1 , which benefited from a reduction in net working capital of €16.3 million, was €28.9 million (€14.3 million in 2018). In addition to the lower levels of activity, the improvement in net working capital was achieved as a result of structural actions on internal logistics, which made it possible to significantly reduce stocks of work in progress.
Quarter investments totalled €4.9 million, bringing total investments for the year to €12 million (€11.5 million in 2018).
At 31 December 2019, net financial debt was €55.1 million, compared with €71.9 million at 30 September 2019 and €53.5 million at 31 December 2018. The strong improvement in the financial position compared to 30 September is mainly due to the reduction in net working capital, amounting to €12 million in the fourth quarter, and the sale of treasury shares of €3.1 million.
1 Free cash flow is defined as the algebraic sum of cash flows from operations and from investment activities, as shown in the Cash Flow Statement.
During the fourth quarter of 2019, the Group did not engage in significant transactions qualifying as non-recurring, atypical and/or unusual, as envisaged by the CONSOB communication of 28 July 2006.
The trend in sales and orders in the first quarter of 2020 shows a strong recovery in the Group's level of activity. The improved tone of strategic markets is accompanied by a significant increase in our supply shares to some large customers, following the implementation of projects developed by the Group in recent years. The markets where the highest growth rates are expected are North America and South America.
Based on the negotiations concluded with its main customers, the Group estimates that it can achieve sales of €185 million for the entire 2020 financial year and a solid improvement in gross operating profitability (EBITDA %) compared with 2019.
These forecasts assume a macroeconomic scenario not affected by unpredictable events; if the economic situation were to change significantly, actual figures might diverge from the forecasts.
The Financial Reporting Officer, Gianluca Beschi, declares that, pursuant to paragraph 2, Article 154 bis of Legislative Decree 58/1998 (Consolidated Finance Act), the accounting information contained in the Interim Management Statement at 31 December 2019 of Sabaf S.p.A. corresponds to the Company's records, books and accounting entries.
Ospitaletto (BS), 11 February 2020
Financial Reporting Officer Gianluca Beschi
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