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Sabaf

Interim / Quarterly Report Nov 12, 2019

4440_ir_2019-11-12_9e8b63dc-43ef-4acc-8fff-5f16c1b1bdbb.pdf

Interim / Quarterly Report

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INTERIM MANAGEMENT STATEMENT

AT 30 SEPTEMBER 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 17

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
Sirteki (Sabaf Turkey) 100%
Sabaf
Appliance Components (Kunshan) Co., Ltd.
100%
Sabaf Immobiliare s.r.l. 100%
A.R.C. s.r.l. 70%
Okida Elektronik Sanayi ve Tickaret A.S 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%
Non-consolidated companies
Sabaf US Corp. 100%
Handan ARC Burners Co., Ltd. 35%

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


(
/000)
ASSETS
NON-CURRENT ASSETS
70,765
Property, plant and equipment
75,139
4,403
Investment property
4,083
39,054
Intangible assets
48,391
380
Equity investments
375
120
Financial assets
60
188
Non-current receivables
453
4,617
Deferred tax assets
4,440
119,527
Total non-current assets
132,941
CURRENT ASSETS
39,179
Inventories
37,641
39,308
46,932
Trade receivables
55,349
48,104
4,466
Tax receivables
4,218
2,146
1,534
Other current receivables
2,309
1,904
3,511
Financial assets
60
3,521
13,426
Cash and cash equivalents
11,002
18,405
109,048
Total current assets
110,579
113,388
30/09/2019 31/12/2018 30/09/2018
70,272
5,361
29,540
281
120
324
4,947
110,845
0
ASSETS HELD FOR SALE
0
0
228,575
TOTAL ASSETS
243,520
224,233
SHAREHOLDERS' EQUITY AND LIABILITIES
SHAREHOLDERS' EQUITY
11,533
Share capital
11,533
11,533
90,555
Retained earnings, Other reserves
92,897
84,374
15,614
Net profit for the period
6,792
12,370
117,702
Total equity interest of the Parent Company
111,222
108,277
1,644
Minority interests
4,284
1,582
119,346
Total shareholders' equity
115,506
109,859
NON-CURRENT LIABILITIES
42,406
Loans
51,651
47,007
1,938
Other financial liabilities
6,379
1,883
2,632
Post-employment benefit and retirement provisions
3,461
2,680
725
Provisions for risks and charges
614
1,298
3,030
Deferred tax liabilities
3,101
854
50,731
Total non-current liabilities
65,206
53,722
CURRENT LIABILITIES
18,435
Loans
19,790
16,957
7,682
Other financial liabilities
5,097
9,324
21,215
Trade payables
26,152
23,168
3,566
Tax payables
2,115
3,520
7,600
Other payables
9,654
7,683
58,498
Total current liabilities
62,808
60,652
0
LIABILITIES HELD FOR SALE
0
228,575
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
243,520
0
224,233

Consolidated Income Statement

Q3 2019 Q3 2018 9M 2019 9M 2018

(
/000)
INCOME STATEMENT
COMPONENTS
OPERATING REVENUE AND
INCOME
Revenue 40,426 100.0% 38,428 100.0% 115,252 100.0% 114,441 100.0%
Other income 934 2.3% 800 2.1% 2,228 1.9% 2,468 2.2%
Total operating revenue and
income 41,360 102.3% 39,228 102.1% 117,480 101.9% 116,909 102.2%
OPERATING COSTS
Materials (14,185) -35.1% (14,167) -36.9% (42,063) -36.5% (48,722) -42.6%
Change in inventories (2,969) -7.3% (809) -2.1% (6,656) -5.8% 5,663 4.9%
Services (7,282) -18.0% (7,385) -19.2% (21,702) -18.8% (23,699) -20.7%
Personnel costs (8,946) -22.1% (8,071) -21.0% (26,605) -23.1% (26,344) -23.0%
Other operating costs (932) -2.3% (1,393) -3.6% (1,511) -1.3% (2,046) -1.8%
Costs for capitalised in-house work 506 1.3% 233 0.6% 1,503 1.3% 1,151 1.0%
Total operating costs (33,808) -83.6% (31,592) -82.2% (97,034) -84.2% (93,997) -82.1%
OPERATING PROFIT BEFORE
DEPRECIATION &
AMORTISATION, CAPITAL
GAINS/LOSSES, AND WRITE
DOWNS/WRITE-BACKS OF NON
CURRENT ASSETS (EBITDA) 7,552 18.7% 7,636 19.9% 20,446 17.7% 22,912 20.0%
Depreciations and amortisation (4,048) -10.0% (3,057) -8.0% (10,737) -9.3% (9,360) -8.2%
Capital gains/(losses) on disposals of
non-current assets
(4) 0.0% 1 0.0% 44 0.0% 12 0.0%
Write-downs/write-backs of non
current assets 0 0.0% 0 0.0% 0 0.0% 0 0.0%
OPERATING PROFIT (EBIT) 3,500 8.7% 4,580 11.9% 9,753 8.5% 13,564 11.9%
Financial income 46 0.1% 135 0.4% 282 0.2% 225 0.2%
Financial expenses (457) -1.1% (343) -0.9% (1,247) -1.1% (748) -0.7%
Exchange rate gains and losses 891 2.2% 2,703 7.0% (150) -0.1% 3,775 3.3%
Profits and losses from equity
investments 0 0.0% 0 0.0% 0 0.0% 0 0.0%
PROFIT BEFORE TAXES 3,980 9.8% 7,075 18.4% 8,638 7.5% 16,816 14.7%
Income taxes (606) -1.5% (1,912) -5.0% (1,630) -1.4% (4,324) -3.8%
NET PROFIT FOR THE PERIOD 3,374 8.3% 5,163 13.4% 7,008 6.1% 12,492 10.9%
of which:
Profit attributable to minority interests 95 0.2% 19 0.0% 216 0.2% 122 0.1%
PROFIT ATTRIBUTABLE TO THE
GROUP 3,279 8.1% 5,144 13.4% 6,792 5.9% 12,370 10.8%

Consolidated statement of comprehensive income


(
/000)
Q3 2019 Q3 2018 9M 2019 9M 2018
NET PROFIT FOR THE PERIOD 3,374 5,163 7,008 12,492
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
1,580 (5,830) (617) (9,724)
Total other profits/(losses) net of taxes for the year 1,580 (5,830) (617) (9,724)
TOTAL PROFIT 4,954 (667) 6,391 2,768

Statement of changes in consolidated shareholders' equity


(
/000)
Share
capital
Share
premium
reserve
Legal
reserve
Treasury
shares
Translation
reserve
Post
employment
benefit
discounting
reserve
Other
reserves
Profit for
the year
Total Group
shareholders'
equity
Minority
interests
Total
shareholders'
equity
Balance at 31 December 2017 11,533 10,002 2,307 (4,509) (12,194) (550) 92,171 14,835 113,595 1,460 115,055
Allocation of 2017 profit
- dividends paid out
-
carried forward
8,764 (6,071)
(8,764)
(6,071) (6,071)
Purchase of treasury shares (2,359) (2,359) (2,359)
IFRS 2 measurement stock grant
plan
321 321 321
Other changes 518 518 518
Total profit at 31 December 2018 (3,940) 24 15,614 11,698 184 11,882
Balance at 31 December 2018 11,533 10,002 2,307 (6,868) (16,134) (526) 101,774 15,614 117,702 1,644 119,346
Allocation of 2018 profit
- dividends paid out
-
carried forward
9,554 (6,060)
(9,554)
(6,060) (6,060)
IFRS 2 measurement stock grant
plan
434 434 434
Sale of treasury shares 1,521 141 1,662 1,662
Minority interests in capital and
reserves -
CMI Group
2,424 2,424
CMI Group put option (8,700) (8,700) (8,700)
Other changes 9 9 9
Total profit at 30 September 2019 (617) 6,792 6,175 216 6,391
Balance at 30 September 2019 11,533 10,002 2,307 (5,347) (16,751) (526) 103,212 6,792 111,222 4,284 115,506

Sabaf Group – Interim management statement at 30 September 2019

Consolidated statement of cash flows


(
/000)
Q3 2019 Q3 2018 9M 2019 9M 2018
Cash and cash equivalents at beginning of
period 10,961 7,204 13,426 11,533
Net profit/(loss) for the period 3,374 5,163 7,008 12,492
Adjustments for:
- Depreciation and amortisation for the period 4,048 3,057 10,737 9,360
- Realised gains/losses 4 (1) (44) (12)
- Financial income and expenses 411 208 965 523
- IFRS 2 measurement stock grant plan 176 128 434 193
- Income tax 606 1,912 1,630 4,324
Payment of post-employment benefit (89) (25) 63 (186)
Change in risk provisions 22 900 (111) 913
Change in trade receivables 1,508 2,646 1,728 (4,175)
Change in inventories 2,754 861 6,792 (4,503)
Change in trade payables (4,544) (2,599) (4,309) 2,509
Change in net working capital (282) 908 4,211 (6,169)
Change in other receivables and payables,
deferred taxes (30) (115) (765) (686)
Payment of taxes (511) (868) (1,382) (1,454)
Payment of financial expenses (457) (322) (1,233) (727)
Collection of financial income 46 135 282 225
Cash flow from operations 7,318 11,080 21,795 18,796
Net investments (3,023) (1,904) (7,141) (8,536)
Repayment of loans (6,832) 2,264 (22,265) (8,114)
New loans 13,366 30,876 18,603 46,218
Change in financial assets 0 (3,453) 3,451 (3,394)
Purchase/sale of treasury shares 0 0 0 (2,086)
Payment of dividends 0 0 (6,060) (6,071)
Cash flow from financing activities 6,534 29,687 (6,271) 26,553
Okida acquisition 0 (22,882) (317) (22,882)
C.M.I. acquisition (10,475) 0 (10,475) 0
Foreign exchange differences (253) (4,780) 45 (7,059)
Net cash flows for the period 101 11,201 (2,364) 6,872
Cash and cash equivalents at end of period 11,062 18,405 11,062 18,405
Current financial debt 24,887 22,760 24,887 22,760
Non-current financial debt 58,030 48,890 58,030 48,890
Net financial debt 71,855 53,245 71,855 53,245

Consolidated net financial position


(
/000)
30/09/2019 31/12/2018 30/09/2018
A. Cash 18 19 15
B. Positive balances of unrestricted bank accounts 10,778 7,067 18,081
C. Other cash equivalents 206 6,340 309
D. Liquidity (A+B+C) 11,002 13,426 18,405
E. Current financial receivables 60 3,511 3,521
F. Current bank payables 6,432 7,233 8,150
G. Current portion of non-current debt 12,194 10,741 8,595
H. Other current financial payables 6,261 8,143 9,536
I. Current financial debt (F+G+H) 24,887 26,117 26,281
J. Net current financial debt (I-E-D) 13,825 9,180 4,355
K. Non-current bank payables 48,163 41,097 45,660
L. Other non-current financial payables 9,867 3,247 3,230
M. Non-current financial debt (K+L) 58,030 44,344 48,890
N. Net financial debt (J+M) 71,855 53,524 53,245

Explanatory notes

Accounting standards and scope of consolidation

The Interim Management Statement of the Sabaf Group at 30 September 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, drafted in continuity with the past, 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. This means that the quarterly income statement reflects the ordinary and non-recurring items 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 30 September 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 Immobiliare S.r.l., Sabaf do Brasil Ltda, Sabaf Turkey, Okida Elektronik, Sabaf Appliance Components (Kunshan) Co., Ltd. were consolidated on a 100% line-by-line basis;
  • ➢ as from this Interim Management Statement, the companies of the C.M.I. Group C.M.I. s.r.l., C.G.D. s.r.l. e C.M.I. Polska Sp. Zoo - are also consolidated. At 30 September 2019, the financial data and the results of operations of C.M.I. were consolidated only for the period for which the Group held control (31 July - 30 September 2019);
  • ➢ as from this Interim Management Statement, the subsidiary Sabaf Appliance Components Trading (Kunshan) Co., Ltd. has left the scope of consolidation, following completion of its liquidation process. During the current year, the subsidiary did not contribute to the Group's economic result in that the activity had already been discontinued;
  • ➢ the subsidiary companies Sabaf US Corp. and Handan ARC Ltd. were not consolidated in that irrelevant for the purposes of the consolidation.

The Interim Management Statement at 30 September 2019 has not been independently audited.

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

Starting from this Interim Management Statement, the C.M.I. Group, one of the main players in the design, production and sale of hinges for household appliances, of which the Group acquired control on 31 July 2019, was consolidated.

The purchase price allocation of the C.M.I. Group acquisition in accordance with IFRS 3 revised, at the fair value of assets, liabilities and contingent liabilities at the acquisition date, has not yet been carried out, in that, in accordance with IFRS 3 revised, this allocation could be completed within 12 months from the acquisition date.

The effects of this operation are shown in the following table:

Original values at
31/07/2019
Assets
Property, plant and equipment and intangible assets 8,276
Inventories 5,254
Trade receivables 10,145
Other receivables 1,253
Cash and cash equivalents 1,255
Total Assets 26,183
Liabilities
Post-employment benefit provision (766)
Deferred tax liabilities (217)
Financial payables (6,511)
Trade payables (9,246)
Other payables (1,733)
Total liabilities (18,473)
Provisional fair value of net assets acquired 7,710
- % pertaining to Sabaf (68.5%) (a) 5,281
Total cost of acquisition (b) 13,392
Provisional goodwill deriving from acquisition (b-a) 8,111
Acquired cash and cash equivalents (c) 1,255
Sale in exchange of treasury shares (d) 1,662
Net cash outlay (b-c-d) 10,475

The financial payables 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 the 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 30 September 2019 and on the income statement for the first nine months and for the third quarter of 2019 of the application of IFRS 16 according to the modified retrospective approach:

Book value at 30/09/2019
in case of non-adoption of
IFRS 16
Effect of IFRS 16 Book value at
30/09/2019
Assets
Property, plant and equipment 71,895 3,244 75,139
Liabilities
Loans beyond 12 months 55,742 2,288 58,030
Loans within 12 months 23,879 1,008 24,887
Shareholders' equity
Retained earnings, Other reserves 92,874 23 92,897
Income Statement 9 months 2019
Costs for services 22,114 (412) 21,702
Depreciations 10,350 387 10,737
Financial expenses 1,194 53 1,247
Income Statement Q3 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 115,455 51 115,506
Net financial debt 68,559 3,296 71,855
9m 2019
EBITDA 20,034 412 20,446
EBIT 9,727 26 9,753
Net profit for the period 6,820 (28) 6,792
Q3 2019
EBITDA 7,329 223 7,552
EBIT 9 3,497 3 3,500
Net profit for the period 3,301 (22) 3,279

Sabaf Group – Interim management statement at 30 September 2019 Sales breakdown by geographical area (Euro x 1000)

(amounts in

000)
Q3 2019 Q3 2018 % change 9M
2019
9M
2018
% change 2018 FY
Italy 7,283 6,181 +17.8% 24,016 24,489 -1.9% 31,579
Western Europe 2,792 2,894 -3.5% 9,292 9,013 +3.1% 12,337
Eastern Europe 14,464 10,851 +33.3% 38,750 34,483 +12.4% 46,301
Middle East and
Africa
2,757 4,946 -44.3% 5,953 10,134 -41.3% 12,303
Asia and Oceania 2,698 2,516 +7.2% 7,136 5,510 +29.5% 7,590
South America 5,719 7,124 -19.7% 17,822 19,524 -8.7% 25,461
North America
and Mexico
4,713 3,916 +20.4% 12,283 11,288 +8.8% 15,071
Total 40,426 38,428 +5.2% 115,252 114,441 +0.7% 150,642

Sales breakdown by product category (Euro x 1000)

(amounts in

000)
Q3 2019 Q3 2018 % change 9M
2019
9M
2018
% change 2018 FY
Valves and
thermostats
9,491 11,610 -18.3% 31,351 37,920 -17.3% 48,463
Burners 16,017 17,881 -10.4% 48,774 51,666 -5.6% 66,953
Accessories 3,441 4,225 -18.6% 10,020 12,104 -17.2% 15,422
Total gas parts 28,949 33,716 -14.1% 90,145 101,690 -11.4% 130,838
Professional
burners
1,041 1,209 -13.9% 4,175 4,186 -0.3% 5,331
Hinges 7,839 2,597 +201.8% 13,569 7,659 +77.2% 10,436
Electronic
components
2,597 906 +186.6% 7,363 906 +712.7% 4,037
Total 40,426 38,428 +5.2% 115,252 114,441 0.7% 150,642

Management Statement

Results of operations

In the third quarter of 2019, the Sabaf Group reported revenue of €40.4 million, up by 5.2% compared to €38.4 million in the third quarter of 2018.

The contribution deriving from the recent acquisition of C.M.I., which generated sales of €5.1 million, more than offset a still unfavourable organic trend (taking into consideration the same scope of consolidation, sales in the third quarter were down 12%). During the period, there was a partial recovery in the Turkish and Italian markets, which mitigated the decline in sales in other important areas in which the Group operates (Middle East and South America), which were penalised by extraordinary political and economic factors.

The actions undertaken for the continuous improvement of processes efficiency allowed a significant recovery of the profitability compared to the first half of the year, despite the fact that the level of capacity utilisation is still not optimal. EBITDA for the third quarter of 2019 was 18.7% of sales, compared to 17.2% of sales in the first half of 2019, EBIT was 8.7% of sales, compared to 8.4% in the first half of 2019.

In detail, EBITDA for the third quarter of 2019 was €7.55 million, down by 1.1% compared to €7.63 million (19.9% of sales) of the third quarter of 2018. EBIT was €3.5 million, 23.6% lower than the €4.6 million recorded in the same quarter of 2018 (11.9% of sales). Profit before taxes for the third quarter of 2019 was €4 million (-43.7% compared to €7.1 million in the third quarter of 2018, when foreign exchange gains of €2.7 million were recognised). The net profit for the period was €3.3 million, compared to €5.1 million of the third quarter of 2018.

In the first nine months of 2019, revenues totalled €115.3 million, up by 0.7% over the same period of 2018 (-9.2% taking into consideration the same scope of consolidation). EBITDA was €20.4 million (equivalent to 17.7% of sales), down by 10.8%, EBIT totalled €9.8 million (or 8.5% of sales) down by 28.1%, and the net profit attributable to the Group was €6.8 million, down by 45.1% compared to the first nine months of 2018.

Acquisition of C.M.I. s.r.l.

On 31 July 2019, the Group completed the acquisition of 68.5% of the company C.M.I. s.r.l., one of the main players in the design, production and sale of hinges for household appliances (mainly for dishwashers and ovens). The C.M.I. Group operates with production units in Italy (Crespellano, BO) and Poland and, through its subsidiary C.G.D. s.r.l., is also active in the production of presses for steel and sheet metal pressed articles. The acquisition of C.M.I. s.r.l. allows the Sabaf Group to achieve a leadership position on a global scale, proposing itself also in this area as a reference partner for all manufacturers of household appliances.

As part of the acquisition, purchase options were also subscribed in favour of Sabaf for the remaining 31.5% of the share capital and simultaneous put options in favour of the seller, the Chinese group Guandong Xingye Investment, which can be exercised in two equal tranches following approval of the C.M.I. financial statements at 31 December 2019 and following approval of the C.M.I. financial statements at 31 December 2020. The strike prices are contractually defined on the basis of final income and financial parameters from the C.M.I. Group.

Pursuant to the provisions of IAS 32, the assignment of an option to sell (put option) in the terms described above required the initial recording of a liability corresponding to the estimated redemption value, expected at the time of any exercise of the option: to this end, a financial liability of €8.7 million (of which €4.2 million recognised under current financial liabilities and €4.5 million recognised under non-current financial liabilities) was recognised in these interim management statement. Note that, during the subsequent periods until the date the options are exercised, the Group will be obliged to evaluate as and when the outlay estimate and to determine the adjustment to the recorded liability, opting for the application of the fair value measurement criteria in compliance with IFRS 9.

Investments and financial position

The total investment recognised for the acquisition of C.M.I. at 30 September 2019 was €13.4 million; the operation was financed for €11.7 million with a bank loan repayable in 72 months and with the sale of Sabaf shares held in portfolio amounting to €1.7 million.

Other investments in the quarter amounted to €3 million, bringing total investments of the first nine months of 2019 to €7.1 million (€8.5 million in the same period of 2018).

At 30 September 2019, net financial debt was €71.9 million (€50.3 million at 30 June 2019), against a shareholders' equity of €115.5 million.

The financial debt increase derives from the acquisition and consolidation of C.M.I. as detailed below:

  • net cash outlay for the acquisition equal to €1.5 million;
  • net financial debt of the C.M.I. Group at the acquisition date (31 July 2019) amounting to €6.5 million;
  • fair value of put options granted on minority interests in subsidiaries for €8.7 million.

Significant non-recurring, atypical and/or unusual transactions

During the third 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 economic trend confirms the signs of recovery in the Turkish market, the weakness of the Middle East and an uneven trend in the other main markets in which the Group operates.

In the fourth quarter of the year, the Group expects sales revenue ranging from €42 to €44 million (of which approximately €8 million from the consolidation of C.M.I.), compared to €36 million in the fourth quarter of 2018. For the whole of 2019, the Group expects to achieve sales ranging from €158 to €160 million, compared to €150.6 million in 2018, and an EBITDA of approximately €28 million (the previous forecast indicated revenues of approximately €162 million and an EBITDA ranging from €28 to €29 million).

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 Italian Legislative Decree 58/1998 (TUF, or Consolidated Finance Act), the accounting information contained in the Interim Management Statement at 30 September 2019 of Sabaf S.p.A. corresponds to the Company's records, books and accounting entries.

Ospitaletto (BS), 12 November 2019

Financial Reporting Officer Gianluca Beschi

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