Interim / Quarterly Report • Aug 27, 2019
Interim / Quarterly Report
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Half-yearly report at 30 June 2019
| Group structure and corporate bodies | 3 |
|---|---|
| Interim Management Statement | 4 |
| Half-Yearly Condensed Consolidated Financial Statements | |
| Consolidated statement of financial position | 13 |
| Consolidated income statement | 14 |
| Consolidated statement of comprehensive income | 15 |
| Consolidated statement of cash flows | 16 |
| Statement of changes in consolidated shareholders' equity | 17 |
| Explanatory notes | 18 |
| Certification of the Half-Yearly Condensed Consolidated Financial Statements pursuant to Article 154-bis of Legislative Decree 58/98 |
38 |
Independent auditors' report
SABAF S.p.A. Registered and administrative office: Via dei Carpini 1 - 25035 Ospitaletto (Brescia) R.E.A. Brescia 347512 Tax code 03244470179 Share capital € 11,533,450 fully paid in www.sabaf.it
| Companies consolidated on a line-by-line basis | ||
|---|---|---|
| Faringosi Hinges s.r.l. | Italy | 100% |
| Sabaf do Brasil Ltda. | Brazil | 100% |
| Sabaf Beyaz Esya Parcalari Sanayi Ve Ticaret Limited | ||
| Sirteki (Sabaf Turkey) | Turkey | 100% |
| Sabaf Appliance Components Trading (Kunshan) Co., Ltd. | ||
| (in liquidation) | China | 100% |
| Sabaf Appliance Components (Kunshan) Co., Ltd. | China | 100% |
| Sabaf Immobiliare s.r.l. | Italy | 100% |
| Okida Elektronik Sanayi Ve Ticaret A.S. | Turkey | 100% |
| A.R.C. s.r.l. | Italy | 70% |
| Non-consolidated companies | ||
| Sabaf US Corp. | U.S.A. | 100% |
| Handan ARC Burners Co., Ltd. | Italy | 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 |
EY S.p.A.
This Half-Yearly Report at 30 June 2019 has been prepared in accordance with Article 154-ter of Legislative Decree 58/1998 and in compliance with the applicable international accounting standards recognised in the European Community and, in particular, IAS 34 - Interim Financial Reporting. The half-year figures at 30 June 2019 and at 30 June 2018 and for the six-month period ended on the same date were audited by EY S.p.A.
The Sabaf Group is active in the production of components for household appliances and is one of the world's leading manufacturers of components for gas cooking appliances. Its reference market therefore consists of manufacturers of household appliances.
Sabaf's product range focuses on the following main lines:
The Sabaf Group currently has seven production plants: Ospitaletto (Brescia), Bareggio (Milan), Campodarsego (Padua), Jundiaì (Brazil), Manisa (Turkey), Istanbul (Turkey) and Kunshan (China).
| (amounts in € 000) |
Q2 2019 (*) |
Q2 2018 (*) |
% change | H1 2019 |
H1 2018 | % change | 2018 FY |
|---|---|---|---|---|---|---|---|
| Sales revenue | 37,191 | 37,510 | -0.9% | 74,826 | 76,013 | -1.6% | 150,642 |
| EBITDA | 6,277 | 7,555 | 12,894 | 15,276 | -15.6% | 29,959 | |
| EBITDA % | 16.9 | 20.1 | -16.9% | 17.2 | 20.1 | 19.9 | |
| EBIT | 2,903 | 4,433 | -34.5% | 6,253 | 8,984 | -30.4% | 16,409 |
| EBIT % | 7.8 | 11.8 | 8.4 | 11.8 | 10.9 | ||
| Pre-tax profit | 1,937 | 5,112 | -62.1% | 4,658 | 9,741 | -52.2% | 20,960 |
| Net Profit | 1,398 | 3,873 | -63.9% | 3,513 | 7,226 | -51.4% | 15,614 |
(*) unaudited figures
| Q2 2019 (*) |
Q2 2018 (*) |
H1 2019 | H1 2018 | |
|---|---|---|---|---|
| € ( /000) |
||||
| OPERATING REVENUE AND INCOME | ||||
| Revenue | 37,191 | 37,510 | 74,826 | 76,013 |
| Other income | 622 | 965 | 1,294 | 1,668 |
| Total operating revenue and income | 37,813 | 38,475 | 76,120 | 77,681 |
| OPERATING COSTS | ||||
| Materials | (13,599) | (17,711) | (27,878) | (34,555) |
| Change in inventories | (2,422) | 4,047 | (3,687) | 6,472 |
| Services | (7,086) | (8,170) | (14,420) | (16,314) |
| Personnel costs | (8,799) | (9,249) | (17,659) | (18,273) |
| Other operating costs | (216) | (320) | (579) | (653) |
| Costs for capitalised in-house work | 586 | 483 | 997 | 918 |
| Total operating costs | (31,536) | (30,920) | (63,226) | (62,405) |
| OPERATING PROFIT BEFORE DEPRECIATION & AMORTISATION, CAPITAL GAINS/LOSSES, AND WRITE-DOWNS/WRITE-BACKS OF NON |
||||
| CURRENT ASSETS (EBITDA) | 6,277 | 7,555 | 12,894 | 15,276 |
| Depreciations and amortisation | (3,377) | (3,134) | (6,689) | (6,303) |
| Capital gains/(losses) on disposals of non-current assets | 3 | 12 | 48 | 11 |
| Write-downs/write-backs of non-current assets | 0 | 0 | 0 | 0 |
| OPERATING PROFIT (EBIT) | 2,903 | 4,433 | 6,253 | 8,984 |
| Financial income | 128 | 31 | 236 | 90 |
| Financial expenses | (450) | (189) | (790) | (405) |
| Exchange rate gains and losses | (644) | 837 | (1,041) | 1,072 |
| Profits and losses from equity investments | 0 | 0 | 0 | 0 |
| PROFIT BEFORE TAXES | 1,937 | 5,112 | 4,658 | 9,741 |
| Income taxes | (459) | (1,184) | (1,024) | (2,412) |
| NET PROFIT FOR THE PERIOD | 1,478 | 3,928 | 3,634 | 7,329 |
| of which: | ||||
| Minority interests | 80 | 55 | 121 | 103 |
| PROFIT ATTRIBUTABLE TO THE GROUP | 1,398 | 3,873 | 3,513 | 7,226 |
(*) unaudited figures
| (amounts in € 000) |
Q2 2019 (*) |
Q2 2018 (*) |
% change | H1 2019 | H1 2018 | % change | 2018 FY |
|---|---|---|---|---|---|---|---|
| Italy | 7,881 | 9,002 | -12.5% | 16,733 | 18,308 | -8.6% | 31,579 |
| Western Europe | 3,091 | 2,847 | +8.6% | 6,500 | 6,119 | 6.2% | 12,337 |
| Eastern Europe | 12,322 | 12,128 | +1.6% | 24,286 | 23,632 | 2.8% | 46,301 |
| Middle East and Africa |
1,938 | 1,582 | +22.5% | 3,196 | 5,188 | -38.4% | 12,303 |
| Asia and Oceania | 2,524 | 1,690 | +49.3% | 4,438 | 2,994 | 48.2% | 7,590 |
| South America | 5,687 | 6,297 | -9.7% | 12,103 | 12,400 | -2.4% | 25,461 |
| North America and Mexico |
3,748 | 3,964 | -5.4% | 7,570 | 7,372 | 2.7% | 15,071 |
| Total | 37,191 | 37,510 | -0.9% | 74,826 | 76,013 | -1.6% | 150,642 |
(*) unaudited figures
Sales by product line
| (amounts in € 000) |
Q2 2019 (*) |
Q2 2018 (*) |
% change | H1 2019 | H1 2018 | % change | 2018 FY |
|---|---|---|---|---|---|---|---|
| Valves and thermostats |
10,622 | 13,204 | -19.6% | 21,860 | 26,311 | -16.9% | 48,463 |
| Burners | 16,382 | 16,178 | +1.3% | 32,757 | 33,785 | -3.0% | 66,953 |
| Accessories | 3,163 | 4,035 | -21.6% | 6,579 | 7,878 | -16.5% | 15,422 |
| Total gas parts | 30,167 | 33,417 | -9.7% | 61,196 | 67,974 | -10.0% | 130,838 |
| Professional burners |
1,572 | 1,430 | +9.9% | 3,134 | 2,977 | +5.3% | 5,331 |
| Hinges | 2,962 | 2,663 | +11.2% | 5,730 | 5,062 | +13.2% | 10,436 |
| Electronic components |
2,490 | 0 | 4,766 | 0 | 4,037 | ||
| Total | 37,191 | 37,510 | -0.9% | 74,826 | 76,013 | -1.6% | 150,642 |
(*) unaudited figures
The Sabaf Group reported revenue of €74.8 million in the first half of 2019, a decrease of 1.6% versus the figure of €76 million in the corresponding period of the previous year. Taking into consideration the same scope of consolidation, the drop in revenues was 7.8%.
Trend in demand was uneven in the various markets in which the Group operates. Positive results were achieved in North America and Asia, where Sabaf continues to gradually increase its market share. On the other hand, note the weakness of the Turkish market, the crisis in the Middle East (due to the well-known political and economic context) and a further slowdown of Italian customers.
The sales analysis by product category shows the positive performance of hinges and professional burners, while valves show a marked weakness. Sales of electronic components, which improved steadily, were in line with expectations.
Average sale prices for the period were 0.8% lower than the first half of 2018, an effect substantially offset by the reduction in purchase costs of commodities.
During the half-year, the Group successfully implemented lean manufacturing projects to revise logistics and production flows in order to contain operating costs and reduce inventory levels. These projects led to an improvement in working capital and a strong cash flow generation; however, the drop in production volumes more than proportional to the drop in sales - and the consequent low level of saturation of the plants affected profitability. the EBITDA of the first half of 2019 came at €12.9 million (17.2% of turnover, 15.6% lower than €15.3 million of the same period of 2018, when it was 20.1% of sales) and EBIT was €6.3 million (8.4% of sales, down by 30.4% on €9 million of the first half of 2018) Pre-tax profit amounted to €4.7 million in the first half of 2019 versus the figure of €9.7 million in the corresponding period of the previous year, and net profit was €3.5 million, €7.2 million in the corresponding period of the previous year.
Sales in the second quarter of 2019 amounted to €37.2 million, down by 0.9% compared to €37.5 million in Q2 2018 (-7.5% on a like-for-like exchange rate basis). The decrease is mainly due to the slowdown in demand in Italy and South America. At the moment, in this last area, the forecasts of a progressive improvement of the economic situation in Brazil remain unfulfilled.
As in the first quarter, the low level of capacity utilisation had an impact on profitability: second-quarter EBITDA was €6.3 million, equivalent to 16.9% of turnover (-16.9% versus €7.6 million in the second quarter of 2018, when it was 20.1% of turnover), and EBIT was €2.9 million, equivalent to 7.8% of turnover (-34.5% versus €4.4 million in the second quarter of 2018, when it was 11.8% of turnover). Net profit for the period was €1.4 million, compared to €3.9 million for the second quarter of 2018.
Financial position
| € ( /000) |
30/06/2019 | 31/12/2018 | 30/06/2018 |
|---|---|---|---|
| Non-current assets | 116,061 | 119,527 | 92,451 |
| Short-term assets1 | 86,925 | 92,111 | 91,740 |
| Short-term liabilities2 | (31,442) | (32,381) | (35,084) |
| Net working capital 3 |
55,483 | 59,730 | 56,656 |
| Provisions for risks and charges, deferred taxes and post-employment benefit Net invested capital |
(6,162) 165,382 |
(6,387) 172,870 |
(3,949) 145,158 |
| Short-term net financial position | (11,562) | (9,180) | (10,427) |
| Medium/long-term net financial position | (38,756) | (44,344) | (24,333) |
| Net financial debt | (50,318) | (53,524) | (34,760) |
| Group shareholders' equity | 113,298 | 117,702 | 108,835 |
| Third-party shareholders' equity | 1,766 | 1,644 | 1,563 |
After having paid dividends of €6.1 million, at 30 June 2019 net financial debt fell to €50.3 million, compared with €53.5 million at 31 December 2018. Consolidated shareholders' equity attributable to the Group amounted to €113.3 million.
Investments in the first half of the year amounted to €4.1 million (€6.6 million in the first half of 2018); the largest investments were used for the increase in production capacity in Turkey and Brazil.
Net working capital was €55.5 million at 30 June 2019, versus €59.7 million at the end of 2018: the increase is mainly related to the optimisation of inventory management. The impact of net working capital on sales was 37.1%.
Transactions with related parties, including intra-group transactions, have not been qualified as atypical or unusual, as they fall under the normal course of Group operations. These transactions are regulated at arm's length conditions.
Related-party transactions other than intra-group transactions are described in the Explanatory Notes to the halfyearly condensed consolidated financial statements, which also show to what extent related- party transactions affected financial statement items.
1 sum of Inventories, Trade receivables, Tax receivables and Other current receivables
2 sum of Trade payables, Tax payables and Other liabilities
3 difference between short-term Assets and short-term Liabilities
The Group's financial position, results and cash flows are affected by several factors related to the performance of the sector, including:
To cope with this situation, the Group aims to retain and reinforce its leadership position wherever possible through:
Turkey represents the main production hub of household appliances at the European level; over the years, local industry attracted heavy foreign investments and favoured the growth of important manufacturers. In this context, the Sabaf Group created a production plant in Turkey in 2012 that realises today 10% of total production. In 2018, the Group also acquired 100% of Okida Elektronik, a leader in Turkey in the design, manufacture and sale of electronic control boards for household appliances.
With the acquisition of Okida, Turkey represents approximately 15% of the Group's production and more than 25% of its total sales. The social and political tensions in Turkey over the last few years had no effect on the activities of the Sabaf Group, which continued normally. In consideration of the strategic importance of this Country, the management assessed the risks that could arise from any difficulties/impossibilities of operating in Turkey and envisaged actions to mitigate this risk.
More generally, the Group is exposed to risks related to (political, economic, tax, regulatory) instability in some emerging countries where it produces or sells. Any embargoes or major political or economic instability, or changes in the regulatory and/or local law systems, or new tariffs or taxes imposed could negatively affect a portion of Group turnover and the related profitability.
Sabaf has taken the following measures to mitigate the above risk factors:
The Sabaf Group's business model focuses on the production of gas cooking components (valves and burners); therefore, there is the risk of not correctly assessing the threats and opportunities deriving from the competition of alternative products (alternative solutions to gas cooking, such as induction), with the consequence of not adequately making use of any market opportunities and/or suffering from negative impacts on margins and turnover.
In recent years, the Group has launched a number of projects aimed at analysing the opportunities and threats related to competition of products other than gas cooking, including:
The strategic plan developed by the Group's management includes, among other things, the possibility of growth through acquisitions, also in related sectors. This strategic choice involves specific risk profiles for Sabaf, due to:
The Group adopted solutions and instruments to mitigate the above risks, such as:
The Sabaf Group is exposed to a series of financial risks, due to:
Commodity price volatility: Sabaf uses metals and alloys in its production processes, the prices of which are generally negotiated semi-annually or annually; as a result, Group companies may not be able to immediately pass on to customers changes in the prices of commodities that occur during the year, which has an impact on margins. The Group protects itself from the risk of changes in the price of brass and aluminium with supply contracts signed with suppliers for delivery up to twelve months in advance or, alternatively, with derivative financial instruments.
The Sabaf Group has already fixed purchase prices to cover about 70% of production needs until the end of 2019 for aluminium alloys, brass and steel. Based on the contracts concluded and current market prices, the Group expects purchase costs in the second half-year to be around €0.6 million lower than in the second half of 2018.
The context in which the Sabaf Group operates is characterised by further risk factors, such as loss of business opportunities in the Chinese market and protection of product exclusivity, which are described in the Management Report at 31 December 2018 and for which the profile did not change substantially during the first half of 2019.
The trend in demand during the third quarter remains different in the various markets in which the Group operates and does not show significant changes compared to the first part of the year. Including the contribution from the recent acquisition of CMI, which will be consolidated as from August, the Group expects to achieve sales of approximately €162 million and EBITDA of between €28 and €29 million for the whole of 2019. Net of CMI, sales are expected to be around €150 million (the previous forecast indicated revenues up between 3% and 6% compared to 2018 and operating profitability in line with or slightly down from 19.9% in 2018).
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.
For the Board of Directors The Chairman Giuseppe Saleri
Ospitaletto, 6 August 2019
| € ( /000) |
Notes | 30/06/2019 | 31/12/2018 |
|---|---|---|---|
| ASSETS | |||
| NON-CURRENT ASSETS | |||
| Property, plant and equipment | 1 | 69,687 | 70,765 |
| Investment property | 2 | 4,190 | 4,403 |
| Intangible assets | 3 | 36,724 | 39,054 |
| Equity investments | 4 | 375 | 380 |
| Financial assets | 10 | 60 | 120 |
| Non-current receivables | 5 | 369 | 188 |
| Deferred tax assets | 22 | 4,656 | 4,617 |
| Total non-current assets | 116,061 | 119,527 | |
| CURRENT ASSETS | |||
| Inventories | 6 | 35,141 | 39,179 |
| Trade receivables | 7 | 46,712 | 46,932 |
| Tax receivables | 8 | 2,958 | 4,466 |
| Other current receivables | 9 | 2,114 | 1,534 |
| Financial assets | 10 | 60 | 3,511 |
| Cash and cash equivalents | 11 | 10,901 | 13,426 |
| Total current assets | 97,886 | 109,048 | |
| ASSETS HELD FOR SALE | 0 | 0 | |
| TOTAL ASSETS | 213,947 | 228,575 | |
| SHAREHOLDERS' EQUITY AND LIABILITIES | |||
| SHAREHOLDERS' EQUITY | |||
| Share capital | 12 | 11,533 | 11,533 |
| Retained earnings, Other reserves | 13 | 98,252 | 90,555 |
| Profit (loss) for the year | 3,513 | 15,614 | |
| Total equity interest of the Parent Company | 113,298 | 117,702 | |
| Minority interests | 1,766 | 1,644 | |
| Total shareholders' equity | 115,064 | 119,346 | |
| NON-CURRENT LIABILITIES | |||
| Loans | 14 | 36,878 | 42,406 |
| Other financial liabilities | 15 | 1,878 | 1,938 |
| Post-employment benefit and retirement provisions | 16 | 2,798 | 2,632 |
| Provisions for risks and charges | 17 | 592 | 725 |
| Deferred tax liabilities | 22 | 2,772 | 3,030 |
| Total non-current liabilities | 44,918 | 50,731 | |
| CURRENT LIABILITIES | |||
| Loans | 14 | 22,044 | 18,435 |
| Other financial liabilities | 21 | 479 | 7,682 |
| Trade payables | 18 | 21,450 | 21,215 |
| Tax payables | 19 | 1,703 | 3,566 |
| Other payables | 20 | 8,289 | 7,600 |
| Total current liabilities | 53,965 | 58,498 | |
| LIABILITIES HELD FOR SALE | 0 | 0 | |
| TOTAL LIABILITIES AND SHAREHOLDERS' | |||
| EQUITY | 213,947 | 228,575 |
| Notes | H1 2019 | H1 2018 | |
|---|---|---|---|
| € ( /000) |
|||
| OPERATING REVENUE AND INCOME | |||
| Revenue | 23 | 74,826 | 76,013 |
| Other income | 24 | 1,294 | 1,668 |
| Total operating revenue and income | 76,120 | 77,681 | |
| OPERATING COSTS | |||
| Materials | 25 | (27,878) | (34,555) |
| Change in inventories | (3,687) | 6,472 | |
| Services | 26 | (14,420) | (16,314) |
| (18,273) | |||
| Personnel costs | 27 | (17,659) | |
| Other operating costs | 28 | (579) | (653) |
| Costs for capitalised in-house work | 997 | 918 | |
| Total operating costs | (63,226) | (62,405) | |
| OPERATING PROFIT BEFORE DEPRECIATION & | |||
| AMORTISATION, CAPITAL GAINS/LOSSES, AND | |||
| WRITE-DOWNS/WRITE-BACKS OF NON | 15,276 | ||
| CURRENT ASSETS (EBITDA) | 12,894 | ||
| Depreciations and amortisation | (6,689) | (6,303) | |
| Capital gains/(losses) on disposals of non-current assets | 48 | 11 | |
| Write-downs/write-backs of non-current assets | 0 | 0 | |
| OPERATING PROFIT (EBIT) | 6,253 | 8,984 | |
| Financial income | 236 | 90 | |
| Financial expenses | 29 | (790) | (405) |
| Exchange rate gains and losses | 30 | (1,041) | 1,072 |
| Profits and losses from equity investments | 0 | 0 | |
| PROFIT BEFORE TAXES | 4,658 | 9,741 | |
| Income taxes | 31 | (1,024) | (2,412) |
| PROFIT FOR THE YEAR | 3,634 | 7,329 | |
| of which | |||
| Minority interests | 121 | 103 | |
| GROUP PROFIT | 3,513 | 7,226 | |
| € (in ) |
|||
| Basic earnings per share | 32 | 0.319 | 0.653 |
| Diluted earnings per share | 32 | 0.319 | 0.653 |
| H1 2019 | H1 2018 | |
|---|---|---|
| € ( /000) |
||
| NET PROFIT FOR THE PERIOD | 3,635 | 7,329 |
| 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 | (2,197) | (3,894) |
| Tax effect | 0 | 0 |
| Total other profits/(losses) net of taxes for the year |
(2,197) | (3,894) |
| TOTAL PROFIT | 1,438 | 3,435 |
| of which | ||
| Minority interests | 121 | 103 |
| PROFIT ATTRIBUTABLE TO THE GROUP | 1,317 | 3,332 |
| H1 2019 | H1 2018 | |
|---|---|---|
| Cash and cash equivalents at beginning of period | 13,426 | 11,533 |
| Net profit/(loss) for the period | 3,634 | 7,329 |
| Adjustments for: | ||
| - Depreciation and amortisation for the period | 6,689 | 6,303 |
| - Realised gains/losses | (48) | (11) |
| - Financial income and expenses | 554 | 315 |
| - IFRS 2 measurement stock grant plan | 258 | 65 |
| - Income tax | 1,024 | 2,412 |
| Change in post-employment benefit | 152 | (161) |
| Change in risk provisions | (133) | 13 |
| Change in trade receivables | 220 | (6,821) |
| Change in inventories | 4,038 | (5,364) |
| Change in trade payables | 235 | 5,108 |
| Change in net working capital | 4,493 | (7,077) |
| Change in other receivables and payables, deferred taxes | (735) | (571) |
| Payment of taxes | (871) | (586) |
| Payment of financial expenses | (776) | (405) |
| Collection of financial income | 236 | 90 |
| Cash flows from operations | 14,477 | 7,716 |
| Investments in non-current assets | ||
| - intangible | (455) | (316) |
| - tangible | (3,871) | (6,341) |
| - financial | 0 | 0 |
| Disposal of non-current assets | 208 | 25 |
| Cash flows from investment activities | (4,118) | (6,632) |
| Repayment of loans | (15,433) | (10,378) |
| New loans | 5,237 | 15,342 |
| Change in financial assets | 3,451 | 59 |
| Purchase of treasury shares | 0 | (2,086) |
| Payment of dividends | (6,060) | (6,071) |
| Cash flows from financing activities | (12,805) | (3,134) |
| Acquisition of Okida Elektronik | (317) | 0 |
| Foreign exchange differences | 298 | (2,279) |
| Net cash flows for the period | (2,465) | (4,329) |
| Cash and cash equivalents at end of period | 10,961 | 7,204 |
| Current financial debt | 22,523 | 17,631 |
| Non-current financial debt | 38,756 | 24,333 |
| Net financial debt | 50,318 | 34,760 |
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The half-yearly condensed consolidated financial statements at 30 June 2019 were prepared in accordance with IAS 34 on interim reports. These condensed half-year consolidated financial statements do not include all the information required for the annual financial report and must be read together with the financial statements for the year ended 31 December 2018. Reference to IFRS also includes all current International Accounting Standards (IAS). They have been prepared in euro, rounding amounts to the nearest thousand, and are compared with the half-yearly and annual consolidated financial statements of the previous year, prepared according to the same standards. They consist of the consolidated statement of financial position, the consolidated income statement, the consolidated statement of comprehensive income, the statement of changes in consolidated shareholders' equity, the consolidated statement of cash flows and these explanatory notes.
The consolidation policies, criteria for converting items in foreign currencies, the accounting principles and policies are the same as those used for preparing the financial statements at 31 December 2018, to which reference should be made for additional information, with the exception of the adoption as of 1 January 2019 of the new standards and amendments described below. The Group has not early adopted any new standards, interpretations or amendments issued but not yet in force.
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 Group adopted IFRS 16 using the modified retrospective approach as amended with the initial application date of 1 January 2019. Under this method, the standard is applied retrospectively with the cumulative effect of firsttime adoption recognised at the date of initial application. The Group chose to use the practical transition device that allows the requirements of the standard to be applied only to contracts, which at the date of initial application, were previously identified as leases applying IAS 17 and IFRIC 4. The Group also availed itself of the exceptions proposed by the standard on lease agreements that, at the date of first application, have a duration of 12 months or less and that do not contain a purchase option ("short-term lease") and on lease agreements in which the underlying asset is of low value ("low value assets").
The following table shows the effects on the consolidated statement of financial position at 30 June 2019 and on the income statement for the second quarter of 2019 of the application of IFRS 16 according to the modified retrospective approach:
| Book value at 30/06/2019 in case of non-adoption of IFRS 16 |
Effect of IFRS 16 |
Book value at 30/06/2019 |
|
|---|---|---|---|
| Assets | |||
| Property, plant and equipment | 68,775 | 912 | 69,687 |
| Investment property | 4,099 | 91 | 4,190 |
| Liabilities | |||
| Loans beyond 12 months | 36,174 | 704 | 36,878 |
| Loans within 12 months | 21,734 | 310 | 22,044 |
| Tax payables | 1,706 | (3) | 1,703 |
| Income statement | |||
| Costs for services | 14,609 | (189) | 14,420 |
| Amortisation | 6,523 | 166 | 6,689 |
| Financial expenses | 758 | 32 | 790 |
| Income taxes | 1,027 | (3) | 1,024 |
| Economic and financial indicators | |||
| Shareholders' equity | 115,070 | (6) | 115,064 |
| Net financial debt | 49,303 | 1,015 | 50,318 |
| EBITDA | 12,705 | 189 | 12,894 |
| EBIT | 6,230 | 23 | 6,253 |
| Net profit for the period | 3,519 | (6) | 3,513 |
The Interpretation defines the accounting treatment of income taxes when the tax treatment involves uncertainties that have an effect on the application of IAS 12 and does not apply to taxes or duties that do not fall within the scope of IAS 12, nor does it specifically include requirements relating to interest or penalties attributable to uncertain tax treatments.
The interpretation specifically deals with the following points:
An entity is required to use judgement to determine whether each tax treatment should be considered independently or whether some tax treatments should be considered together. The decision should be based on the approach that provides better predictions of the resolution of the uncertainty.
The Group applies a reasonable judgement in identifying uncertainties regarding the tax treatment of income taxes. Given that the Group operates in a complex multinational context, it has assessed whether the interpretation could have had an impact on its interim consolidated financial statements.
The adoption of the interpretation, according to which the Group examined the existence of uncertain tax positions, did not entail the need to record adjustments to the consolidated financial statements at the date of first-time adoption.
Several other amendments and interpretations apply for the first time in 2019 but have not had an impact on the Group's condensed consolidated half-year financial statements.
The Group has adopted the following formats:
Use of these formats permits the most meaningful representation of the Group's operating results, financial position and cash flows.
The scope of consolidation, which has not changed with respect to the consolidated financial statements at 31 December 2018, at 30 June 2019 comprises the parent company Sabaf S.p.A. and the following companies controlled by Sabaf S.p.A.:
Control is the power to determine, directly or indirectly, the financial and management policies of an entity so as to obtain benefits from its activities. Subsidiaries are consolidated from the date on which control begins until the date on which control ceases.
The equity investments in Sabaf US Corp. and Handad A.R.C. Ltd., irrelevant for consolidation purposes, are measured at cost in these interim consolidated financial statements.
Sabaf US Corp., a company that provides commercial services to the Group, will be consolidated on a line-by-line basis as from 31 December 2019.
Handan A.R.C. Ltd, Chinese company in which the Group holds a 35.5% share and whose operations are still in their embryonic stage, will be consolidated using the equity method as from 31 December 2019.
The companies in which Sabaf S.p.A. simultaneously possess the following three elements are considered subsidiaries: (a) power over the company; (b) exposure or rights to variable returns resulting from involvement therein; (c) ability to affect the size of these returns by exercising power. If these subsidiaries exercise a significant influence, they are consolidated as from the date in which control begins until the date in which control ends so as to provide a correct representation of the Group's operating results, financial position and cash flows.
The criteria applied for consolidation are as follows:
a) Assets and liabilities, income and costs in the financial statements consolidated on a 100% line-by-line basis are incorporated into the Group financial statements, regardless of the entity of the equity interest concerned. In addition, the carrying value of equity interests is eliminated against the shareholders' equity relating to investee companies.
b) Positive differences arising from elimination of equity investments against the carrying value of shareholders' equity at the date of first-time consolidation are attributed to the higher values of assets and liabilities when possible and, for the remainder, to goodwill.
c) Payable/receivable and cost/revenue items between consolidated companies and profits/losses arising from intra-group transactions are eliminated.
d) If minority shareholders exist, the portion of shareholders' equity and net profit for the period pertaining to them is posted in specific items of the consolidated statement of financial position and income statement.
Separate financial statements of each company belonging to the Group are prepared in the currency of the country in which that company operates (functional currency). For the purposes of the consolidated financial statements, the financial statement of each foreign entity is expressed in euro, which is the Group's functional currency and the reporting currency for the consolidated financial statements.
The balance sheet items in accounts expressed in currencies other than euro are converted by applying current end-of-year exchange rates. Income statement items are converted at average exchange rates for the period.
Foreign exchange differences arising from the comparison between opening shareholders' equity converted at current exchange rates and at historical exchange rates, together with the difference between the net result expressed at average and current exchange rates, are allocated to "Other Reserves" in shareholders' equity.
The exchange rates used for conversion into euro of the statements of financial position of the foreign subsidiaries, prepared in local currency, are shown in the following table:
| Description of currency |
Exchange rate in effect at 30/06/2019 |
Average exchange rate 01/01/2019 - 30/06/2019 |
Exchange rate in effect at 31/12/2018 |
Average exchange rate 01/01/2018 - 30/06/2018 |
|---|---|---|---|---|
| Brazilian real | 4.3511 | 4.3452 | 4.4440 | 4.1416 |
| Turkish lira | 6.5655 | 6.3386 | 6.0588 | 4.9573 |
| Chinese renminbi | 7.8185 | 7.6676 | 7.8751 | 7.7085 |
The Group's operating segments in accordance with IFRS 8 - Operating Segment are identified in the business segments that generate revenue and costs, whose results are periodically reassessed by top management in order to assess performance and decisions regarding resource allocation. The Group operating segments are the following:
The preparation of the half-yearly financial statements and notes in accordance with IFRS requires the Directors to make estimates and assumptions that affect the values of revenue, costs, assets and liabilities of the half-yearly financial statements and the disclosures on contingent assets and liabilities at 30 June 2019. In the event that in future these estimates and assumptions, which are based on the Directors' best assessments, should deviate from actual circumstances, they will be amended appropriately at the time the circumstances change. Estimates and assumptions are regularly reviewed and the effects of each change immediately reflected in the income statement.
It should also be noted that certain valuation processes, particularly the more complex ones such as the determination of any impairment losses of non-current assets, are generally carried out in full only for the preparation of the annual financial statements, when all information that could be necessary is available, except in cases in which impairment indicators require an immediate valuation of any impairment losses.
Finally, it should be noted that the actuarial valuation of the post-employment benefit is not conducted for the purpose of preparing the interim financial statements, but only for the annual financial statements, since the resulting effects on the statement of financial position and the comprehensive income statement are not considered to be significant.
| Property | Plant and equipment |
Other assets | Assets under construction |
Total | |
|---|---|---|---|---|---|
| Cost | |||||
| At 31 December 2018 | 51,507 | 194,516 | 43,257 | 4,688 | 293,968 |
| Leased assets at 1 January 2019 - IFRS 16 |
278 | - | 738 | - | 1,016 |
| Increases | 42 | 1,712 | 1,343 | 1,016 | 4,113 |
| Reclassifications | 762 | 2,612 | 96 | (3,718) | (248) |
| Disposals | - | (790) | (41) | - | (831) |
| Forex differences | (111) | (188) | (7) | (12) | (318) |
| At 30 June 2019 | 52,478 | 198,485 | 45,456 | 1,412 | 297,831 |
| Accumulated | |||||
| depreciations | |||||
| At 31 December 2018 | 19,603 | 165,018 | 38,582 | - | 223,203 |
| Increases | 764 | 3,982 | 1,128 | - | 5,874 |
| Reclassifications | 2 | 23 | 13 | - | 38 |
| Disposals | - | (764) | (100) | - | (864) |
| Forex differences | (12) | (89) | (6) | - | (107) |
| At 30 June 2019 | 20,357 | 168,170 | 39,617 | - | 228,144 |
| Carrying value | |||||
| At 31 December 2018 | 31,904 | 29,498 | 4,675 | 4,688 | 70,765 |
| At 30 June 2019 | 32,121 | 30,315 | 5,839 | 1,412 | 69,687 |
The carrying value of the item "Property" is made up as follows:
| 30/06/2019 | 31/12/2018 | Change | |
|---|---|---|---|
| Land | 6,686 | 6,699 | (13) |
| Industrial buildings | 25,435 | 25,205 | 230 |
| Total | 32,121 | 31,904 | 217 |
During the half-year period, the largest investments were made to increase production capacity in Brazil and in Turkey. Investments in maintenance and replacement, so that production equipment is kept up to date and remains efficient, are ongoing
Internal and external indicators which would necessitate an impairment test on property, plant and equipment, with reference to these half-yearly financial statements were not identified.
| Cost | |
|---|---|
| At 31 December 2018 | 12,918 |
| Leased assets at 1 January 2016 - IFRS 16 | 109 |
| Increases | - |
| Disposals | (1,191) |
| At 30 June 2019 | 11,836 |
| Cumulative depreciations and write | |
|---|---|
| downs | |
| At 31 December 2018 | 8,515 |
| Depreciations for the period | 216 |
| Eliminations for disposals | (1,085) |
| At 30 June 2019 | 7,646 |
| Carrying value | |
| At 31 December 2018 | 4,403 |
| At 30 June 2019 | 4,190 |
This item includes non-operating buildings owned by the Group: these are mainly properties for residential use, located in Ospitaletto near Sabaf's headquarters, held for rental or sale. The carrying value is considered to be in line with the presumed realisable value.
| Goodwill | Patents, software and know-how |
Development costs |
Other intangible assets |
Total | |
|---|---|---|---|---|---|
| Cost | |||||
| At 31 December 2018 |
29,410 | 7,152 | 5,653 | 12,254 | 54,469 |
| Increases | 318 | 288 | 276 | 19 | 901 |
| Reclassifications | - | (24) | (24) | 179 | 131 |
| Forex differences | (1,438) | (9) | - | (899) | (2,346) |
| At 30 June 2019 | 28,290 | 7,407 | 5,905 | 11,553 | 53,155 |
| Accumulated | |||||
| amortisation | |||||
| At 31 December 2018 |
4,563 | 6,507 | 3,408 | 937 | 15,415 |
| Increases | - | 128 | 183 | 462 | 773 |
| Reclassifications | - | 52 | - | 252 | 304 |
| Forex differences | - | (6) | - | (55) | (61) |
| At 30 June 2019 | 4,563 | 6,681 | 3,591 | 1,596 | 16,431 |
| Carrying value | |||||
| At 31 December 2018 |
24,847 | 645 | 2,245 | 11,317 | 39,054 |
| At 30 June 2019 | 23,727 | 726 | 2,314 | 9,957 | 36,724 |
The Group verifies the ability to recover goodwill at least once a year or more frequently if there are indications of impairment. Recoverable amount is determined through value of use, by discounting expected cash flows.
The goodwill booked in the financial statements is allocated:
to the "Hinges" (CGU) cash generating units of €4.189 million;
to the "Professional burners" CGU of €1.770 million;
to the "Electronic components" CGU of €17.512 million.
The Group did not identify any impairment indicators in the first half of 2019, i.e. signs that tangible and intangible assets including goodwill relating to the "Hinges", "Professional burners" and "Electronic components" CGUs may have suffered an impairment loss. All CGUs achieved largely positive results, in line with or above expectations, in the first half of 2019.
As a result, at 30 June 2019, it was not necessary to perform an impairment test based on an updated business plan.
Other intangible fixed assets have a finite useful life and, as a result, are amortised throughout their life. The useful life of projects for which development costs are capitalised is estimated to be 10 years. The increase in development costs mainly includes the costs for the design of new models of special burners.
Internal and external indicators that would necessitate an impairment test on intangible assets, other than goodwill, with reference to these half-yearly financial statements were not identified.
| 31/12/2018 | Changes | 30/06/2019 | |
|---|---|---|---|
| Sabaf U.S. | 139 | - | 139 |
| Handan ARC Burners Co. | 201 | - | 201 |
| Other equity investments | 40 | (5) | 35 |
| Total | 380 | (5) | 375 |
The wholly-owned subsidiary Sabaf U.S. operates as a commercial base for North America. The carrying value of the investment is deemed recoverable taking into consideration expected developments on the North American market.
Handan ARC Burners Co. is a Chinese joint venture built at the end of 2015, in which A.R.C. s.r.l. holds 51% (therefore, the Group's share is 35.5%). The aim of Handan ARC Burners is to produce and market in China burners for professional cooking; the company is still in the start-up phase.
| 30/06/2019 | 31/12/2018 | Change | |
|---|---|---|---|
| Tax receivables | 326 | 145 | 181 |
| Guarantee deposits | 43 | 43 | - |
| Total | 369 | 188 | 181 |
Tax receivables relate to indirect taxes expected to be recovered after 30 June 2019.
| 30/06/2019 | 31/12/2018 | Change | ||
|---|---|---|---|---|
| Raw Materials | 14,913 | 14,680 | 233 | |
| Semi-processed goods | 10,331 | 11,727 | (1,396) | |
| Finished products | 13,563 | 15,576 | (2,013) | |
| Provision for inventory | ||||
| write-downs | (3,666) | (2,804) | (862) | |
| Total | 35,141 | 39,179 | (4,038) |
The value of inventories at 30 June 2019 decreased significantly compared to the end of 2018 as a result of a careful inventory management policy for semi-finished and finished products. The impact of inventories on sales was 23.4%.
At 30 June 2019, the value of inventories was adjusted based on an improved estimate of the idle capacity and obsolescence risk, measured by analysing slow and non-moving inventory.
| 30/06/2019 | 31/12/2018 | Change | |
|---|---|---|---|
| Total trade receivables | 47,895 | 48,061 | (166) |
| Bad debt provision | (1,183) | (1,129) | (54) |
| Net total | 46,712 | 46,932 | (220) |
The amount of trade receivables at 30 June 2019 was substantially in line with the balance at the end of 2018. There were no significant changes in average payment terms agreed with clients. At 30 June 2019, receivables overdue by more than 90 days totalled €690,000 (€1,028,000 at 31 December 2018).
At 30 June 2019, trade receivables included balances of some USD 8.7 million, posted at the €/USD exchange rate at the end of the period, i.e. 1.1380.
| 30/06/2019 | 31/12/2018 | Change | |
|---|---|---|---|
| For income tax | 2,482 | 3,435 | (953) |
| For VAT and other sales taxes | 359 | 851 | (492) |
| Other tax credits | 117 | 180 | (63) |
| Total | 2,958 | 4,466 | (1,508) |
The income tax receivables derive for €1,153,000 from the full deductibility of IRAP from IRES relating to the expenses incurred for employees for the 2006-2011 period (Italian Legislative Decree 201/2011), for which an application for a refund was presented but the time of liquidation by the tax authorities is not yet known. The residual part relates to the balance of 2018 income tax for the portion exceeding the tax to be paid.
Other tax receivables mainly refer to receivables in respect of indirect Brazilian and Turkish taxes.
| 30/06/2019 | 31/12/2018 | Change | |
|---|---|---|---|
| Advances to suppliers | 283 | 411 | (128) |
| Credits to be received from suppliers | 239 | 385 | (146) |
| Other receivables, accrued income and | |||
| prepaid expenses | 1,592 | 738 | 854 |
| Total | 2,114 | 1,534 | 580 |
Credits to be received from suppliers for €171,000 include the energy subsidy due to companies that consume a large amount of energy (so-called "energy-intensive bonuses") for 2017, which are expected to be collected in the second half of 2019.
| 30/06/2019 | 31/12/2018 | |||
|---|---|---|---|---|
| Current | Non current | Current | Non current | |
| Restricted bank accounts | 60 | 60 | 3,510 | 120 |
| Currency derivatives | - | - | 1 | - |
| Total | 60 | 60 | 3,511 | 120 |
At 31 December 2018, "Current financial assets" included a term deposit of €3.45 million, released in February 2019 as part of the payment of the balance of the acquisition of Okida Elektronik (Note 15).
Cash and cash equivalents, which amounted to €10,901,000 at 30 June 2019 (€13,426,000 at 31 December 2018) consisted of bank current account balances of €10,612,000 (€7.1 million at 31 December 2018) and investments in liquidity of €289,000 (€6.3 million at 31 December 2018). Changes in the net financial position are analysed in the cash flow statement.
Sabaf S.p.A.'s share capital at 30 June 2019 consists of 11,533,450 shares with a par value of €1.00 each and has not changed compared with 31 December 2018.
At 30 June 2019, Sabaf S.p.A. held 514,506 treasury shares (4.46% of the share capital), reported in the financial statements as an adjustment to shareholders' equity at a unit value of €13.35 (the official stock market price of the Share at 28 June 2019 was €13.628). There were 11,018,944 outstanding shares at 30 June 2019. During the first half of 2019, no treasury shares were purchased or sold.
Items "Retained earnings, other reserves" of €98,252,000 included, at 30 June 2019, the stock grant reserve of €579,000 thousand, which included the measurement at 30 June 2019 of fair value of rights assigned to allocated shares of the Parent Company.
For details of the Stock Grant Plan, refer to Note 36.
| 30/06/2019 | 31/12/2018 | |||
|---|---|---|---|---|
| Current | Non current | Current | Non current | |
| Property leasing | 155 | 1,231 | 153 | 1,309 |
| Liabilities for rents – IFRS 16 |
310 | 704 | - | - |
| Unsecured loans | 12,625 | 34,943 | 10,741 | 41,097 |
| Short-term bank loans | 5,905 | - | 5,247 | - |
| Advances on bank receipts or invoices |
3,000 | - | 1,942 | - |
| Interest payable | 49 | - | 44 | - |
| Derivative instruments on interest rates |
- | - | 308 | - |
| Total | 22,044 | 36,878 | 18,435 | 42,406 |
Changes in loans over the first half of the year are shown in the cash flow statement. During the half-year period, no new medium-long-term loans were taken out. To manage interest rate risk, all unsecured loans are either fixedrate or hedged by IRS.
Some of the outstanding unsecured loans have covenants, defined with reference to the consolidated financial statements at the end of the reporting period, as specified below:
Which at 30 June 2019 had been fully complied with and for which compliance is also expected at 31 December 2019.
| 30/06/2019 | 31/12/2018 | |||
|---|---|---|---|---|
| Current | Non current | Current | Non current | |
| Payables to former Okida shareholders |
- | - | 7,622 | - |
| Option on minorities |
- | 1,818 | - | 1,818 |
| Payables to A.R.C.'s shareholders |
60 | 60 | 60 | 120 |
| Currency derivatives | 50 | - | - | - |
| Derivative instruments on interest rates |
369 | - | - | - |
| Total | 479 | 1,878 | 7,682 | 1,938 |
As part of the acquisition of 100% of Okida Elektronik, the parties agreed that the payment of part of the price would be subject to adjustment (depending, inter alia, on Okida's 2018 EBITDA) and postponed to the beginning of 2019. The payables to Okida shareholders recorded at 31 December 2018 and corresponding to the residual portion of the price to be paid to the sellers was paid in February 2019.
In June 2016, in the course of the purchase operation of 70% of A.R.C. s.r.l., SABAF concluded with Mr Loris Gasparini (current minority shareholder at 30% of A.R.C.) an agreement that aimed to regulate Mr. Gasparini's right to leave A.R.C. and the interest of Sabaf in acquiring 100% of the shares after expiry of the term of five years from the signing of the purchase agreement of 24 June 2016, by signing specific option agreements. Therefore, the agreement envisaged specific option rights to purchase (by Sabaf) and sell (by Gasparini) exercisable as from 24 June 2021, the remaining shares of 30% of A.R.C., with strike prices contractually defined on the basis of final income parameters from A.R.C. at 31 December 2020. Pursuant to the provisions of IAS 32, the assignment of an option to sell (put option) in the terms described above required the initial recognition 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 € 1.522 million was recognised in the consolidated financial statements at 31 December 2016. At 31 December 2018, the Group revalued the outlay estimate, based on the expected results of A.R.C. at 31 December 2020 in accordance with the business plan of the subsidiary. The recalculation of the fair value, in compliance with IAS 39, resulted in the adjustment of the value of the financial liability to €1.818 million. At 30 June 2019, this amount remained unchanged compared to 31 December 2018 in that no indicators requiring adjustment of the valuation emerged during the first half of the year.
The payables to A.R.C.'s shareholders, equivalent to €120,000 at 30 June 2019, are related to the part of the price not yet liquidated to the vendors, which is deposited on an restricted account and will be released for the benefit of vendors on a straight-line basis until 2021, in accordance with the contractual agreements and the guarantees given by the vendors.
The Group uses derivative financial instruments, both on exchange and on interest rates. At 30 June 2019, the Group has in place six interest rate swap (IRS) contracts for amounts and maturities coinciding with six unsecured loans that are being amortised, whose residual value at 30 June 2019 is €32.812 million. The contracts have not been designated as capital flow hedges and are therefore at their fair value through profit and loss, and recognised in the items "Financial assets" or "Other financial liabilities".
| 30/06/2019 | 31/12/2018 | Change | |
|---|---|---|---|
| Post-employment benefit | 2,798 | 2,632 | 166 |
| Retirement provisions | - | - | - |
| Total | 2,798 | 2,632 | 166 |
| 31/12/2018 | Provisions | Utilisation | Release of excess portion |
Forex differences |
30/06/2019 | |
|---|---|---|---|---|---|---|
| Provision for | ||||||
| agents' | 217 | 12 | - | (31) | - | 198 |
| indemnities | ||||||
| Product | 60 | 38 | (38) | - | - | 60 |
| guarantee fund | ||||||
| Provision for | 175 | 36 | ||||
| legal risks | (130) | - | 1 | 82 | ||
| Other | ||||||
| provisions for | ||||||
| risks and | 273 | - | - | - | (21) | 252 |
| charges | ||||||
| Total | 725 | 86 | (168) | (31) | (20) | 592 |
The provision for agents' indemnities covers amounts payable to agents if the Group terminates the agency relationship.
The product guarantee fund covers expenses to be incurred for servicing products during the warranty period. The provision for legal risks is allocated for disputes of a modest size.
The provisions for risks, which represent the estimate of future payments made based on historical experience, have not been discounted because the effect is considered negligible.
| 30/06/2019 | 31/12/2018 | Change | |
|---|---|---|---|
| Total | 21,450 | 21,215 | 235 |
At 30 June 2019, the value of trade payables did not differ significantly from the balance at the end of 2018. The payment terms did not change.
At 30 June 2019, there were no overdue payables of a significant amount and the Group did not receive any injunctions for overdue payables.
| 30/06/2019 | 31/12/2018 | Change | |
|---|---|---|---|
| Income tax payables | 1,185 | 2,672 | (1,487) |
| Withholding taxes | 430 | 680 | (250) |
| Other tax payables | 88 | 214 | (126) |
| Total | 1,703 | 3,566 | (1,863) |
| 30/06/2019 | 31/12/2018 | Change | ||
|---|---|---|---|---|
| To employees | 5,125 | 4,383 | 742 | |
| To social security | ||||
| institutions | 1,809 | 2,148 | (339) | |
| To agents | 243 | 312 | (69) | |
| Advances from customers | 463 | 250 | 213 | |
| Other current payables, | ||||
| accrued and deferred | 649 | 507 | 142 | |
| Total | 8,289 | 7,600 | 689 |
At 30 June 2019, payables due to employees included amounts for the thirteenth month's pay and for holidays accrued but not taken.
| 30/06/2019 | 31/12/2018 | Change | ||
|---|---|---|---|---|
| A. | Cash | 18 | 19 | (1) |
| B. | Positive balances of unrestricted bank accounts | 10,594 | 7,067 | 3,527 |
| C. | Other cash equivalents | 289 | 6,340 | (6,051) |
| D. | Liquidity (A+B+C) | 10,901 | 13,426 | (2,525) |
| E. | Current financial receivables | 60 | 3,511 | (3,451) |
| F. | Current bank payables | 8,954 | 7,233 | 1,721 |
| G. | Current portion of non-current debt | 12,625 | 10,741 | 1,884 |
| H. | Other current financial payables | 944 | 8,143 | (7,199) |
| I. | Current financial debt (F+G+H) | 22,523 | 26,117 | (3,594) |
| J. | Net current financial debt (I-E-D) | 11,562 | 9,180 | 2,382 |
| K. | Non-current bank payables | 34,943 | 41,097 | (6,154) |
| L. | Other non-current financial payables | 3,813 | 3,247 | 566 |
| M. | Non-current financial debt (K+L) | 38,756 | 44,344 | (5,588) |
| N. | Net financial debt (J+M) | 50,318 | 53,524 | (3,206) |
The change in cash and cash equivalents (letter D. of the net financial position table) is shown in the Cash Flow Statement.
| 30/06/2019 | 31/12/2018 | Change | |
|---|---|---|---|
| Deferred tax assets | 4,656 | 4,617 | 39 |
| Deferred tax liabilities | (2,772) | (3,030) | 258 |
| Net position | 1,884 | 1,587 | 297 |
The table below shows the main elements forming deferred tax assets and liabilities and their changes during the half year:
| Non current tangible and intangibl e assets |
Provisio ns and value adjustm ents |
Fair value of derivati ve instrum ents |
Goodwi ll |
Tax incentiv es |
Actuarial evaluatio n of post employm ent benefit |
Other temporary difference s |
Total | |
|---|---|---|---|---|---|---|---|---|
| At 31 December 2018 |
(2,216) | 1,164 | 56 | 1,771 | 339 | 182 | 291 | 1,587 |
| To the income statement |
85 | 260 | 38 | (228) | (35) | - | 35 | 155 |
| Forex differences | 165 | 1 | - | - | (25) | - | 1 | 142 |
| At 30 June 2019 | (1,966) | 1,425 | 94 | 1,543 | 279 | 182 | 327 | 1,884 |
Deferred tax assets relating to goodwill refer to the exemption, in 2011, of the value of goodwill recognised following the acquisition of Faringosi Hinges s.r.l., whose tax benefit is achieved in ten annual instalments starting in 2018.
Deferred tax assets relating to tax incentives are commensurate to investments made in Turkey, for which the Group benefited from reduced taxation recognised on income generated.
In the first half of 2019, revenue from sales and services totalled €74,826,000, down by 1.6% versus €76,013,000 in the same period in 2018. For comments on changes in revenues and a detailed analysis of revenues by product family and geographical area, please see the Report on Operations.
| H1 2019 | H1 2018 | Change | |
|---|---|---|---|
| Sale of trimmings and raw | |||
| materials | 944 | 1,349 | (405) |
| Rental income | 45 | 44 | 1 |
| Contingent income | 111 | 37 | 74 |
| Release of risk provisions | 31 | 8 | 23 |
| Other income | 163 | 230 | (67) |
| Total | 1,294 | 1,668 | (374) |
| H1 2019 | H1 2018 | Change | |
|---|---|---|---|
| Commodities and outsourced components |
25,773 | 31,272 | (5,499) |
| Consumables | 2,105 | 3,283 | (1,178) |
| Total | 27,878 | 34,555 | (6,677) |
The effective average purchase prices of the main raw materials (aluminium, steel and brass) recorded a slight downturn, with a positive effect of approximately €0.6 million (equal to 0.8% of sales).
| H1 2019 | H1 2018 | Change | |
|---|---|---|---|
| Outsourced processing | 4,291 | 5,633 | (1,342) |
| Natural gas and electricity | 2,212 | 2,423 | (211) |
| Maintenance | 1,997 | 2,317 | (320) |
| Advisory services | 894 | 1,169 | (275) |
| Transport and export expenses | 1,015 | 1,121 | (106) |
| Travel expenses and allowances | 352 | 462 | (110) |
| Directors' fees | 403 | 373 | 30 |
| Commissions | 326 | 306 | 20 |
| Insurance | 270 | 298 | (28) |
| Waste disposal | 259 | 270 | (11) |
| Canteen | 190 | 209 | (19) |
| Use of temporary agency workers | 72 | 114 | (42) |
| Other costs | 2,139 | 1,619 | 520 |
| Total | 14,420 | 16,314 | (1,894) |
The reduction in costs for services compared to the first half of 2018 is related to the decrease in production volumes. Other costs include registering of patents, cleaning costs and other minor costs.
| H1 2019 | H1 2018 | Change | |
|---|---|---|---|
| Salaries and wages | 11,967 | 12,308 | (341) |
| Social Security costs | 3,789 | 3,909 | (120) |
| Post-employment benefit | |||
| and supplementary pension | 676 | 698 | (22) |
| Temporary agency workers | 632 | 1,090 | (458) |
| Stock grant plan | 258 | 65 | 193 |
| Other costs | 337 | 203 | 134 |
| Total | 17,659 | 18,273 | (614) |
The average Group headcount in the first half of 2019 was 845 employees (647 blue-collars, 182 white-collars and supervisors and 16 managers) compared to 768 in the first half of 2018. The average number of temporary workers was 52 (88 in the same period of 2018).
The item "Stock Grant Plan" includes the cost for the first half of 2019 of the Fair Value of the rights assigned for the allocation of shares of the Parent Company. For details of the Stock Grant Plan, refer to Note 36.
| H1 2019 | H1 2018 | Change | |
|---|---|---|---|
| Bad debt provision | 123 | 106 | 17 |
| Non-income related taxes and | 260 | 244 | |
| duties | 16 | ||
| Contingent liabilities | 51 | 68 | (17) |
| Provisions for risks | 86 | 36 | 50 |
| Other operating costs | 59 | 199 | (140) |
| Total | 579 | 653 | (74) |
| H1 2019 | H1 2018 | Change | ||
|---|---|---|---|---|
| Interest paid to banks | 287 | 172 | 115 | |
| Interest paid on leases and | ||||
| rents | 37 | 9 | 28 | |
| Financial expenses on | ||||
| derivative financial | 323 | 77 | 246 | |
| instruments | ||||
| Banking expenses | 127 | 121 | 6 | |
| Other financial expense | 16 | 26 | (10) | |
| Total | 790 | 405 | 385 |
In the first half of 2019, the Group reported net foreign exchange losses of €1,041,000 (versus net gains of €1,072,000 in the same period of 2018), mainly following the depreciation of the Turkish lira against the Euro.
| H1 2019 | H1 2018 | Change | |
|---|---|---|---|
| Current taxes | 1,179 | 2,444 | (1,265) |
| Deferred tax liabilities | (155) | (32) | (123) |
| Total | 1,024 | 2,412 | (1,388) |
Income tax is calculated in a precise manner, in the same way as taxes are calculated when drafting the annual financial statements.
In the first half of 2019, the impact of current taxes as a share of the pre-tax profit (tax-rate) is 22%, compared with
24.7% in the first half of 2018.
Basic and diluted EPS are calculated based on the following data:
| H1 2019 | H1 2018 | |
|---|---|---|
| € ( /000) |
€ ( /000) |
|
| Net profit for the period | 3,513 | 7,226 |
| H1 2019 | H1 2018 | |
|---|---|---|
| Weighted average number of ordinary | ||
| shares for determining basic earnings per | 11,018,944 | 11,072,688 |
| share | ||
| Dilutive effect from potential ordinary | ||
| shares | 0 | 0 |
| Weighted average number of ordinary | ||
| shares for determining diluted earnings per | 11,018,944 | 11,072,688 |
| share | ||
| H1 2019 | H1 2018 | |
| Euro | Euro | |
| Basic earnings per share | 0.319 | 0.653 |
| Diluted earnings per share | 0.319 | 0.653 |
The number of shares for measuring the earnings per share was calculated net of the average number of shares in the portfolio.
On 29 May 2019, shareholders were paid a dividend of €0.55 per share (total dividends of €6,060,000); a unitary dividend equal to €0.55 per share was paid also in 2018.
Below is the information by business segment for the first half of 2019 and 2018.
First half of 2019
| Gas parts (household and professional) |
Hinges | Electronic components |
Total | |
|---|---|---|---|---|
| Sales | 64,330 | 5,730 | 4,766 | 74,826 |
| Ebit | 4,497 | 839 | 917 | 6,253 |
First half of 2018
| Gas parts (household and professional) |
Hinges | Electronic components4 |
Total | |
|---|---|---|---|---|
| Sales | 70,954 | 5,059 | - | 76,013 |
| Ebit | 8,285 | 699 | - | 8,984 |
Transactions between Sabaf S.p.A. and its consolidated subsidiaries have been eliminated from the consolidated financial statements and are not addressed in these notes. The table below illustrates the impact of all transactions between the Group and other related parties on the statement of financial position and income statement.
Impact of related-party transactions or positions on items in the statement of financial position at 30 June 2019.
| Total financial statemen t item |
Giuseppe Saleri S.a.p.A. |
Non consolidated subsidiaries |
Other related parties |
Total related parties |
Impact on the total |
|
|---|---|---|---|---|---|---|
| Trade receivables | 46,712 | - | 88 | - | 88 | 0.19% |
| Tax receivables | 2,958 | 1,158 | - | - | 1,158 | 39.15% |
| Trade payables | 21,450 | - | 150 | 2 | 152 | 0.71% |
Impact of related-party transactions or positions on items in the statement of financial position at 30 June 2018.
| Total financial statemen t item |
Giuseppe Saleri S.a.p.A. |
Non consolidated subsidiaries |
Other related parties |
Total related parties |
Impact on the total |
|
|---|---|---|---|---|---|---|
| Trade receivables | 49,084 | - | 124 | - | 124 | 0.25% |
| Tax receivables | 2,792 | 1,158 | - | - | 1,158 | 41.48% |
| Trade payables | 25,083 | - | 129 | 2 | 131 | 0.52% |
Impact of related-party transactions or positions on income statement items at 30 June 2019
| Total financial statemen |
Giuseppe | Non consolidate d |
Other related |
Total related | Impact on | |
|---|---|---|---|---|---|---|
| t item | Saleri S.a.p.A | subsidiaries | parties | parties | the total | |
| Services | 14,420 | - | 132 | 9 | 141 | 0.98% |
Impact of related-party transactions or positions on income statement items at 30 June 2018
| Total financial statemen t item |
Giuseppe Saleri S.a.p.A |
Non consolidate d subsidiaries |
Other related parties |
Total related parties |
Impact on the total |
|
|---|---|---|---|---|---|---|
| Other income | 1,668 | 35 | - | - | 35 | 2.10% |
| Services | 16,314 | - | 129 | 9 | 138 | 0.85% |
Until 2015, a tax consolidation agreement was in place with the then parent company Giuseppe Saleri S.a.p.A. (currently a shareholder holding 23.99% of the share capital of Sabaf S.p.A.), which generated the credit shown in the table, commented on in Note 8.
Transactions with non-consolidated subsidiaries were solely of a commercial nature.
All transactions are regulated by specific contracts regulated at arm's length conditions.
4 The "Electronic components" CGU was defined in the second half of 2018, following the acquisition of Okida Elektronik.
A plan for the free allocation of shares, approved by the Shareholders' Meeting of 8 May 2018, is in place; the relative Regulations were approved by the Board of Directors on 15 May 2018.
The Plan aims to promote and pursue the involvement of the beneficiaries whose activities are considered relevant for the implementation of the contents and the achievement of the objectives set out in the Business Plan, foster loyalty development and motivation of managers, by increasing their entrepreneurial approach as well as align the interests of management with those of the Company's shareholders more closely, with a view to encouraging the achievement of significant results in the economic and asset growth of the Company.
The Plan is intended for persons who hold or will hold key positions in the Company and/or its Subsidiaries, with reference to the implementation of the contents and the achievement of the objectives of the 2018 - 2020 Business Plan. The Beneficiaries are divided into two groups:
The Board of Directors, in its meeting of 15 May 2018, identified the Beneficiaries of Cluster 1 of the Plan to whom 185,600 rights were assigned; in its meeting of 14 May 2019, it identified the Beneficiaries of Cluster 2 to whom 184,400 rights were assigned.
The subject-matter of the Plan is the free allocation to the Beneficiaries of a maximum of 370,000 Rights, each of which entitles them to receive free of charge, under the terms and conditions provided for by the Regulations of the Plan, 1 Sabaf S.p.A. Share.
The free allocation of Sabaf S.p.A. shares is conditional, among other things, on the achievement, in whole or in part of the business objectives related to the ROI, EBITDA and TSR indicators and, for a share not exceeding 30%, of individual objectives, on a progressive basis.
The Plan expires on 31 December 2022 (or on a different subsequent date set by the Board of Directors).
In line with the date on which the beneficiaries became aware of the assignment of the rights and terms of the plan, the grant date was set at 15 May 2018 for Cluster 1 rights and 28 May 2019 for Cluster 2 rights.
The accounting impacts of the Plan are illustrated in Note 13 and Note 27 of this Report.
Please see the explanatory notes to the consolidated financial statements at 31 December 2018 for an explanation of how to determine the fair value of Cluster 1 rights. The methods for determining the fair value of Cluster 2 rights, which did not have an accounting impact on these condensed consolidated financial statements, will be illustrated in the annual financial report at 31 December 2019.
Pursuant to the CONSOB memorandum of 28 July 2006, the Group declares that no significant non-recurring events or transactions, as defined by the memorandum, took place in the first half of 2019.
Pursuant to Consob communication of 28 July 2006, the Group declares that no atypical and/or unusual transactions as defined by the Consob communication itself were carried out during the first half of 2019.
The Sabaf Group has issued sureties to guarantee consumer and mortgage loans granted by Banco di Brescia to Group employees for a total of €4,529,000 (€4,734,000 at 31 December 2018).
On 31 July 2019, Sabaf announced 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. In 2018, the C.M.I. Group achieved sales of €29.3 million and an EBITDA of €4 million. At 31 December 2018, net
financial debt was € 5.5 million.5The CMI Group currently employs 135 persons.
The acquisition of the 68.5% stake was made on the basis of a valuation of €19.55 million (equity value for 100% of the company). 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 acquisition of C.M.I. s.r.l. will allow 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.
5 The CMI Group is not required to prepare the consolidated financial statements. The consolidated economic and financial data were prepared internally by the management of CMI and subject to financial due diligence by Sabaf.
| Company name | Registered offices | Share capital | Participating company |
ownership % |
|
|---|---|---|---|---|---|
| Parent company | |||||
| Sabaf S.p.A. | Ospitaletto (BS) Via dei Carpini, 1 |
€ 11,533,450 | |||
| Subsidiary companies | |||||
| Faringosi-Hinges s.r.l. | Ospitaletto (BS) Via Martiri della Libertà, 66 |
€ 90,000 | Sabaf S.p.A. | 100% | |
| Sabaf Immobiliare s.r.l. | Ospitaletto (BS) Via Martiri della Libertà, 66 |
€ 25,000 | Sabaf S.p.A. | 100% | |
| Sabaf do Brasil Ltda. | Jundiaí - São Paulo (Brazil) | BRL 24,000,000 | Sabaf S.p.A. | 100% | |
| Sabaf Beyaz Esya Parcalari Sanayi Ve Ticaret Limited Sirteki (Sabaf Turkey) |
Manisa (Turkey) | TRY 28,000,000 | Sabaf S.p.A. | 100% | |
| Sabaf Appliance Components Trading (Kunshan) Co., Ltd. in liquidation |
Kunshan (China) | € 200,000 | Sabaf S.p.A. | 100% | |
| Sabaf Appliance Components (Kunshan) Co., Ltd. |
Kunshan (China) | € 4,900,000 | Sabaf S.p.A. | 100% | |
| A.R.C. s.r.l. | Campodarsego (PD) | € 45,000 | Sabaf S.p.A. | 70% | |
| Okida Elektronik Sanayi Ve Ticaret A.S. |
Istanbul (Turkey) | TRY 5,000,000 | Sabaf S.p.A. Sabaf Turkey |
30% 70% |
| Company name | Registered offices | Share capital | Participating company |
ownership % |
holding % |
|---|---|---|---|---|---|
| Sabaf US Corp. | Plainfield – Illinois (USA) | USD 100,000 | Sabaf S.p.A. | 100% | 100% |
| Handan ARC Burners Co., Ltd. |
Handan (China) | RMB 7,000,000 | A.R.C. s.r.l. | 51% | 35.5% |
Gianluca Beschi, the Financial Reporting Officer of Sabaf S.p.A., has taken into account the requirements of Article 154-bis, paragraphs 3 and 4, of Legislative Decree 58 of 24 February 1998 and can certify
of the administrative and accounting procedures to draft the condensed consolidated interim report in the first half of 2019.
They also certify that:
Ospitaletto, 6 August 2019
Chief Executive Officer Pietro Iotti
The Financial Reporting Officer Gianluca Beschi
.

Half-yearly condensed consolidated financial statements as of 30 June 2019
Review report on the half-yearly condensed consolidated financial statements
(Translation from the original Italian text)

EY S.p.A. Corso Magenta, 29 25121 Brescia
Tel: +39 030 2896111 Fax: +39 030 295437 ey.com
To the Shareholders of Sabaf S.p.A.
We have reviewed the half-yearly condensed consolidated financial statements, comprising the statement of financial position, the income statement, the statement of comprehensive income, the statement of changes in shareholders' equity and cash flows and the related explanatory notes of Sabaf S.p.A. and its subsidiaries (the "Sabaf Group") as of 30 June 2019. The Directors of Sabaf S.p.A. are responsible for the preparation of the half-yearly condensed consolidated financial statements in conformity with the International Financial Reporting Standard applicable to interim financial reporting (IAS 34) as adopted by the European Union. Our responsibility is to express a conclusion on these half-yearly condensed consolidated financial statements based on our review.
We conducted our review in accordance with review standards recommended by Consob (the Italian Stock Exchange Regulatory Agency) in its Resolution no. 10867 of 31 July 1997. A review of interim 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 on the half-yearly condensed consolidated financial statements.
Based on our review, nothing has come to our attention that causes us to believe that the half-yearly condensed consolidated financial statements of Sabaf Group as of 30 June 2019 are not prepared, in all material respects, in conformity with the International Financial Reporting Standard applicable to interim financial reporting (IAS 34) as adopted by the European Union.
Brescia, 7 August 2019
EY S.p.A. Signed by: Massimo Meloni, Partner
This report has been translated into the English language solely for the convenience of international readers
EY S.p.A. Sede Legale: Via Po, 32 - 00198 Roma Capitale Sociale Euro 2.525.000,00 i.v. Iscritta alla S.O. del Registro delle Imprese presso la C.C.I.A.A. di Roma Codice fiscale e numero di iscrizione 00434000584 - numero R.E.A. 250904 P.IVA 00891231003 Iscritta al Registro Revisori Legali al n. 70945 Pubblicato sulla G.U. Suppl. 13 - IV Serie Speciale del 17/2/1998 Iscritta all'Albo Speciale delle società di revisione Consob al progressivo n. 2 delibera n.10831 del 16/7/1997
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