Interim / Quarterly Report • Nov 12, 2019
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
| 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 |
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 | |
| 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% |
| 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 |
| € ( /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 |
| 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% |
| € ( /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 |
| € ( /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
| € ( /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 |
| € ( /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 |
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 at 30 September 2019 has not been independently audited.
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.
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 |
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.
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.
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:
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.
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.
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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