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Sabaf

Annual Report Feb 11, 2020

4440_ir_2020-02-11_4e65dda8-43af-4bd9-b661-9ca69dadee73.pdf

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

Table of Contents

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

Group structure

Parent company

SABAF S.p.A.

Subsidiaries and equity interest pertaining to the Group

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%

Board of Directors

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

Board of Statutory Auditors

Chairman Alessandra Tronconi
Statutory Auditor Luisa Anselmi
Statutory Auditor Mauro Vivenzi

Consolidated statement of financial position

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

Consolidated Income Statement

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

Consolidated statement of comprehensive income


(
/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

Statement of changes in consolidated shareholders' equity

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Sabaf Group – Interim management statement at 31 December 2019 7

Consolidated statement of cash flows


(
/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
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(55)
(788)
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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
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44,344
53,524
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Consolidated net financial position


(
/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

Explanatory notes

Accounting standards and scope of consolidation

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 was prepared according to the "discrete method of accounting" whereby the quarter in question is treated as a separate financial period. In this respect, the quarterly income statement reflects the income statement components pertaining to the period on an accruals basis;
  • the financial statements used in the consolidation process are those prepared by the subsidiaries for the period ended 31 December 2019, adjusted to comply with Group accounting policies, where necessary;
  • the parent company, Sabaf S.p.A., and the subsidiaries Faringosi-Hinges S.r.l., A.R.C. S.r.l., Sabaf do Brasil Ltda, Sabaf Turkey, Okida Elektronik, Sabaf Appliance Components (Kunshan) Co., Ltd, Sabaf US Corp and the companies of the C.M.I. group (C.M.I. s.r.l., C.G.D. s.r.l. and C.M.I. Polska Sp. Zoo) were consolidated on a line-by-line basis;
  • on 29 November 2019, the merger through incorporation into Sabaf S.p.A. of Sabaf Immobiliare s.r.l., previously a wholly-owned subsidiary and consolidated on a line-by-line basis, became effective. The tax and accounting effects of this transaction are retroactive to 1 January 2019;
  • at 31 December 2019, the financial data of the C.M.I. group and the results of operations only for the period for which the Group held control (31 July - 31 December 2019) were consolidated;
  • starting from this Interim Management Statement, Handan A.R.C. Ltd was consolidated using the equity method and Sabaf US Corp was consolidated on a line-by-line basis.

The Interim Management Statement at 31 December 2019 has not been independently audited.

Acquisition of C.M.I. s.r.l. - Information related to IFRS 3

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.

Adoption of the accounting standard IFRS 16 "Leases"

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%

Management Statement

Results of operations

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.

Free cash flow, investments and financial position

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.

Significant non-recurring, atypical and/or unusual transactions

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.

Outlook

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.

Statement of the Financial Reporting Officer pursuant to Article 154-bis (2) TUF

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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