Quarterly Report • Aug 26, 2019
Quarterly Report
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Registered Office: Via Linfano, 9 - Arco (TN) - 38062 - Italy Telephone: +39 0464 581111- Fax: +39 0464 532267 Certified e-mail:[email protected] E-mail: [email protected] Website: www.aquafil.com Share capital (at period-end of 30.06.2019):
Tax and VAT number: IT 09652170961 Trento Economic & Administrative Registration No. 228169
| Board of Directors | |
|---|---|
| Chairman & Chief Executive Officer | Giulio Bonazzi |
| Executive Director | Adriano Vivaldi |
| Executive Director | Fabrizio Calenti |
| Executive Director | Franco Rossi |
| Director (*) | Silvana Bonazzi |
| Director () () (**) | Simona Heidempergher |
| Director (*) | Carlo Pagliani |
| Director() (*) | Margherita Zambon |
| Director() (*) | Francesco Profumo |
(*) Non-executive director (**) Director declaring independence in accordance with Article 147-ter of the CFA and Article 3 of the Self-Governance Code (***) Lead Independent Director.
Control and Risks Committee Chairperson Simona Heidempergher Member Francesco Profumo Member Carlo Pagliani
Appointments and Remuneration Committee Chairman Francesco Profumo Member Simona Heidempergher
Member Margherita Zambon
Supervisory Board Chairman Fabio Egidi Member Karim Tonelli External member Marco Sargenti
Board of Statutory Auditors Chairman Stefano Poggi Longostrevi Statutory Auditor Bettina Solimando Statutory Auditor Fabio Buttignon
Independent Audit Firm PricewaterhouseCoopers S.p.A. – Trento (Italy), Via della Costituzione 33.
The Board of Directors will remain in office until the approval of the financial statements for the year 2019 and the Board of Statutory Auditors will remain in office until the approval of the financial statements for the year 2020. The Independent Audit Firm were appointed for the period 2017/2025.
For full details on the Corporate Boards, reference should be made to the Corporate Governance and Ownership Structure Report, drawn up in accordance with Article 123-bis of Legislative Decree 58/1998 and available on the Aquafil Group website.
The Aquafil Group is one of the leading manufacturers - both in Italy and globally - of polyamide 6 (PA6) fibres and polymers. The Group, headquartered in Arco, Italy, boasts 17 plant on 3 continents and in 8 countries (Italy, Germany, Slovenia, United Kingdom, Croatia, USA, China and Thailand).
The fibres produced by the Group target two main sectors - textile flooring (carpets and rugs) and clothing (underwear, hosiery and technical sports clothing). The polymers are mainly sold on the engineering plastics market. The Group also operates in the plant engineering sector through the company Aquafil Engineering GMBH, which specializes in the design of industrial chemical plant.
The Aquafil Group's key success factors are:
a strong global presence;
expertise throughout the entire production and distribution chain, permitting fibre production process management, with a strong focus on the development of the circulareconomy (ECONYL®);
Aquafil's production and marketing activities are organized into three product lines, textile flooring yarns (Bulk Continuous Filament, or BCF), clothing and sports yarns (Nylon Textile Filament, or NTF) and nylon 6 polymers, mainly targeting the engineering plastics sector for subsequent use in the moulding industry.
Textile flooring yarn production has been Aquafil's core business since its foundation. The BCF line is engaged in the production, re-processing and marketing of textile flooring yarns for three major markets: contract services (e.g. hotels, offices and public spaces), automotive (e.g. car carpets, linings, coverings and upholstery) and residential. The Group has set up Carpet Centers in each of the main production markets (Italy, USA and China), whereby specialist technicians support customers in the creation of designer products in step with market trends, developing ad-hoc chromatic solutions and tailor-made production techniques.
The NTF line is dedicated to the production of polyamide 6 and 6.6 synthetic fibres for the underwear, hosiery, sports, fashion and leisure clothing sectors. Aquafil constantly collaborates with its customers to continuously improve the aesthetic and performance qualities demanded by the fashion and sports sectors. With its extensive experience in the sector, Aquafil is the main supplier of leading Italian and European apparel, underwear and sportswear brands.
Thanks to the versatility of its polymerization plant, the Aquafil Group produces not only PA6 polymers optimized for use in the production of textile flooring and clothing sector yarns - but also products specially designed for use in engineering plastics production, with polymers destined directly, or following transformation, for the moulding industry. The extremely broad family of products cover a variety of specifications, such as viscosity, functionalized and functionalizing additives and monomers affecting the physical and chemical characteristics, colourings or sector applications.
The Group operates on a global scale with a consistent service level across the various companies and markets. Indeed, today's industrial globalization standards have been achieved through a precise strategy of technological and technical know-how sharing between the various companies of the Group, utilizing a centralized Enterprise Resource Planning (ERP) system, based on SAP ECC, which guarantees product specification compliance, technological uniformity and the real-time circulation of information.
Two of the defining features of the Aquafil Group since its inception have been the development of synchronized market penetration and the building of the logistics and industrial infrastructures required to supply products on a global scale.
International expansion has enabled the Group to develop and operate on the following markets:
The Aquafil Group manages sales directly on its key markets through distributors (under exclusivity) and, for smaller markets, through individual multi-mandate agents.
The Group consolidates 19 companies (including the parent company) subject to the direct or indirect control of Aquafil S.p.A., with headquarters in Europe, United States and Asia. As further described below, at the end of May 2019 the company O'Mara Inc., now Aquafil O'Mara Incorporated, was acquired and entered into the consolidation scope.
The global spread of Aquafil Group companies creates a major competitive advantage, providing customers on the various markets with a uniform level of service quality, in addition to an extremely broad and constantly developing range of products as a core feature of the Group's commercial proposal. End consumer sales are mainly undertaken through:
On May 31, 2019, the investment was completed in the company O'Mara Inc., now Aquafil O'Mara Inc., through the subsidiary Aquafil USA Inc..
O'Mara Incorporated was founded in 1970 and produces nylon, polypropylene and polyester fibres mainly in solution-dyed colours in its plant based in Rutherford College, North Carolina. In 2018, O'Mara reported turnover of USD 40.1 million with a margin in line with the Aquafil Group.
The company's identity and market positioning are consistent with those of the Aquafil Group and it is considered that this compatibility will stimulate the globalization of the textile business, with positive effects also for the products ECONYL® and Dryarn®. Aquafil O'Mara will provide access to a broader product range, thereby driving further development of the US market in the sectors of athletic apparel, hosiery, fashion and accessories.
The purchase price of the investment was USD 36.15 million. The total investment was USD 40.65 million as the Group acquired a building in addition to the full equity investment, previously utilised by O'Mara Inc. through a rental contract, for an amount of USD 4.5 million. The Group incurred non-recurring charges for the acquisition totalling Euro 0.9 million. In the condensed consolidated half-year financial statements this transaction was recognised as a business combination as per IFRS 3 and which gives rise to goodwill of USD 16 million, fiscally not deductible, attributable to the strong competitive position and profitability of the business acquired which may also benefit from future synergies within the Group.
Aquafil S.p.A. funded the acquisition through an unsecured privately placed bond subscribed on May 24, 2019 by a company of the US insurance group Prudential Financial Inc., for a total amount of Euro 40.0 million.
The new bond partially utilised the "Shelf facility" committed credit line already granted to the parent Aquafil S.p.A. on September 20, 2018 totalling USD 90 million. The same contractual conditions were applied to the bond as the loan of Euro 50 million renegotiated on September 20, 2018. The duration of the bond is 10 years, of which 3 years comprising a grace period with annual instalments. The interest rate applied is an annual fixed rate of 1.87% for the duration of the bond.
Aquafil S.p.A. financed the acquisition undertaken by its subsidiary Aquafil U.S.A. Inc. through a share capital increase of USD 45 million fully paid on May 24, 2019.
From January 1, 2019, compared to the financial statements at December 31, 2018, IFRS 16 Leases was applied for the first time, which substantially changed the accounting treatment of "operating lease" contracts in the financial statements of the lessee.
Specifically, the Aquafil Group adopted the new standard applying the "modified retrospective" approach, as permitted by the new International Accounting Standard, with the recognition of right-of-use assets of the leased assets for an amount equal to the value of the lease liability. This accounting treatment was applied on January 1, 2019, without therefore any restatement of the comparative figures and without any impact on the opening equity.
For further details reference should be made to the specific paragraph in the Explanatory Notes. We highlight below the effects of the application of the new accounting standard IFRS 16.
Opening effects at January 1, 2019 on the balance sheet:
| (Euro thousands) | At December 31, 2018 | Effects first-time application IFRS 16 |
At January 1, 2019 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Intangible assets | 15,992 | 15,992 | |
| Property, plant & equipment | 189,661 | 28,718 | 218,379 |
| Financial assets | 404 | 404 | |
| Other assets | 2,189 | 2,189 | |
| Deferred tax assets | 7,841 | 7,841 | |
| Total non-current assets | 216,087 | 28,718 | 244,805 |
| Current assets | |||
| Inventories | 189,678 | 189,678 | |
| Trade receivables | 34,046 | 34,046 | |
| Financial assets | 2,878 | 2878 | |
| Tax receivables | 451 | 451 | |
| Other assets | 14,297 | 14,297 | |
| Cash and cash equivalents | 103,277 | 103,277 | |
| Total current assets | 344,627 | 0 | 344,627 |
| TOTAL ASSETS | 560,714 | 28,718 | 589,432 |
| Share capital | 49,722 | 49,722 | |
| Reserves | 62,969 | 62,969 | |
| Group net result | 31,119 | 31,119 | |
| Total Group net equity | 143,810 | 143,810 | |
| Minority interest net equity | 1 | 1 | |
| Total consolidated net equity | 143,811 | 143,811 | |
| LIABILITIES | |||
| Non-current liabilities | |||
| Employee benefits | 5,702 | 5,702 | |
| Financial liabilities | 224,345 | 23,318 | 247,663 |
| Provision for risks and charges | 1,169 | 1,169 | |
| Deferred tax liabilities | 3,582 | 3,582 | |
| Other liabilities | 11,833 | 11833 | |
| Total non-current liabilities | 246,631 | 23,318 | 269,949 |
| Current liabilities | |||
| Financial liabilities | 39,090 | 5,400 | 44,490 |
| Current tax payables | 2,270 | 2,270 | |
| Trade payables | 106,895 | 106,895 | |
| Other liabilities | 22,017 | 22,017 | |
| Total current liabilities | 170,272 | 5,400 | 175,672 |
| TOTAL EQUITY AND LIABILITIES |
560,714 | 28,718 | 589,432 |
| NET FINANCIAL DEBT | At December | Effects first | At January 1, |
|---|---|---|---|
| (Euro thousands) | 31, 2018 | time app. IFRS 16 |
2019 |
| A. Cash | 103,277 | 103,277 | |
| B. Other liquid assets | - | - | |
| C. Securities held-for-trading | - | - | |
| D. Liquidity (A) + (B) + (C) | 103,277 | 103,277 | |
| E. Current financial receivables | 2,878 | 2,878 | |
| F. Current bank payables | (96) | (96) | |
| G. Current portion of non-current debt | (35,496) | (35,496) | |
| H. Other current financial payables | (3,498) | (5,400) | (8,898) |
| I. Current financial debt (F) + (G) + (H) | (39,090) | (5,400) | (44,489) |
| J. Net current financial debt (I) + (E)+ (D) | 67,066 | (5,400) | 61,666 |
| K. Non-current bank payables | (159,492) | (159,492) | |
| L. Bonds | (53,578) | (53,578) | |
| M. Other non-current financial receivables and payables | (11,275) | (23,318) | (34,593) |
| N. Non-current financial debt (K) + (L) + (M) | (224,3 45) |
(23,318) | (247,663) |
| O. Net financial debt (J)+(N) | (157,279) | (28,718) | (185,997) |
| H1 | |
|---|---|
| (Euro thousands) | 2019 |
| Reversal of lease charges | 3,341 |
| Effect on EBITDA | 3,341 |
| Recognition depreciation | (3,046) |
| Effect on EBIT | 295 |
| Interest expense | (341) |
| Effect on pre-tax result | (46) |
| Tax effect | 11 |
| Effect on result for the period | (35) |
Considering that the effects generated from the application of the new international accounting standard IFRS 16 and from the acquisition of O'Mara Inc. on the results and balance sheet in the first half of 2019 are not comparable with the relative comparative figures of the same period and/or of the previous year, for greater disclosure and comparability, we provide a summary of the Group performance indicators below which do not consider the above-mentioned changes.
Gross operating profit (EBITDA):
The result for the period adjusted by the following items:
EBITDA to which the accounts "amortisation, depreciation and write-downs" and "provisions and write-downs" are added. EBIT differs therefore from the Adjusted EBIT only in terms of the non-recurring items.
This was calculated as per Consob Communication of July 28, 2006 and the ESMA/2013/319e Recommendations.
| Description | June 30, 2019 | December 31, 2018 |
|---|---|---|
| Consolidated Shareholders' Equity | 142,518 | 143,811 |
| Net Financial Position (€/000) | 263,522 | 157,279 |
| EBITDA LTM (Last Twelve Months) (Euro/000) | 72,028 | 77,896 |
| NFP/EBITDA RATIO | 3.66 | 2.02 |
| NFP/SE RATIO | 1.85 | 1.09 |
| IFRS 16 Effect: | ||
| on NFP (€/000) | 29,670 | 0 |
| on EBITDA (€/000) | 3,341 | 0 |
| on SE (€/000) | -35 | 0 |
| SE pre-IFRS 16 (€/000) | 142,553 | 143,811 |
| NFP pre-IFRS 16 (€/000) | 233,852 | 157,279 |
| EBITDA LTM pre-IFRS 16 (€/000) | 68,687 | 77,896 |
| Effect acquisition O'Mara Inc.: | ||
| on NFP (€/000) | (*) 36,556 | 0 |
| (*) includes € 938 thousand of non-recurring charges relating to the acquisition | ||
| on EBITDA (€/000) | 720 | 0 |
| on SE (€/000) | 533 | 0 |
| SE adjusted (€/000) | 142,020 | 143,811 |
| NFP adjusted (€/000) | 197,296 | 157,279 |
| 67,967 | 77,896 | |
| NFP/EBITDA RATIO adjusted | 2.90 | 2.02 |
| NFP/SE RATIO adjusted | 1.39 | 1.09 |
"Adjusted" refers to the ratios net of the effects from initial application of IFRS 16 and the acquisition of O'Mara Inc.
| (Euro thousands) | H1 2019 | H1 2018 |
|---|---|---|
| Net Profit | 10,654 | 19,614 |
| Income taxes | 3,637 | 5,424 |
| Amortisation, depreciation and write-downs | 16,574 | 12,364 |
| Provisions & write-downs | 224 | 769 |
| Financial items (*) | 4,586 | 4,455 |
| Non-recurring items (**) | 3,396 | 2,312 |
| EBITDA | 39,070 | 44,938 |
| Revenues | 286,667 | 291,291 |
| EBITDA margin | 13.6% | 15.4% |
| (Euro thousands) | H1 2019 | H1 2018 |
|---|---|---|
| EBITDA | 39,070 | 44,938 |
| Amortisation, depreciation and write-downs | -16,574 | -12,364 |
| Provisions & write-downs | -224 | -769 |
| Adjusted EBIT | 22,273 | 31,805 |
| Revenues | 286,667 | 291,291 |
| Adjusted EBIT margin | 7.8% | 10.9% |
(*) The financial items include: (i) non-recurring financial income of Euro 1.1 million in the period ending June 2019, (ii) financial charges of Euro 3.7 million and Euro 3.0 million respectively in the periods ending June 30, 2019 and June 30, 2018, (iii) cash discounts of Euro 1.7 million and Euro 2.0 million respectively in the periods ending June 30, 2019 and June 30, 2018 and (iv) exchange losses of Euro 0.2 million and exchange gains of Euro 0.5 million respectively in the periods ending June 30, 2019 and June 30, 2018
(**) This includes (i) non-recurring charges related to the expansion of the Aquafil Group and other corporate transactions for Euro 2.3 million and 1.6 million respectively in the periods ending June 30, 2019 and June 30, 2018, (ii) non-recurring industrial charges of Euro 0.6 million for the period ending June 30, 2019, (iii) costs for restructuring and the regularisation of expatriated personnel for Euro 0.1 million and Euro 0.4 million respectively in the periods ending June 30, 2019 and June 30, 2018 and (iv) other non-recurring charges of Euro 0.4 million and Euro 0.3 million respectively in the periods ending June 30, 2019 and June 30, 2018.
| CONSOLIDATED INCOME STATEMENT (Euro thousands) |
Note | H1 2019 of which non-recurring | H1 2018 of which non-recurring | ||
|---|---|---|---|---|---|
| Revenues | 7.1 | 286,667 | - | 291,291 | - |
| of which related parties: | 29 | 188 | |||
| Other revenues and income | 7.2 | 1,181 | 95 | 594 | 143 |
| Total revenues and other revenues and income | 287,848 | 95 | 291,885 | 143 | |
| Cost of raw materials and changes to inventories | 7.3 | (148,225) | (119) | (147,995) | (101) |
| Service costs and rents, leases and similar costs | 7.4 | (51,191) | (2,340) | (49,420) | (1,584) |
| of which related parties: | (219) | (1,790) | |||
| Personnel costs | 7.5 | (54,060) | (739) | (52,847) | (658) |
| of which related parties: | 0 | - | |||
| Other costs and operating charges | 7.6 | (1,311) | (293) | (1,047) | (111) |
| of which related parties: | (38) | (35) | |||
| Amortisation, depreciation & write-downs | 7.7 | (16,574) | (12,364) | ||
| Provisions & write-downs | 7.8 | (224) | (769) | ||
| Increase in internal work capitalised | 7.9 | 886 | 81 | ||
| Operating Profit | 17,148 | (3,396) | 27,524 | (2,312) | |
| Investment income/charges | 0 | - | |||
| Financial income | 7.10 | 1,100 | 1,082 | 17 | |
| Financial charges | 7.11 | (3,717) | (3,027) | ||
| of which related parties: | (132) | ||||
| Exchange gains/losses | 7.12 | (241) | 525 | ||
| Profit before taxes | 14,291 | (2,314) | 25,038 | (2,312) | |
| Income taxes | 7.13 | (3,637) | (5,424) | ||
| Profit for the period | 10,654 | (2,314) | 19,614 | (2,312) | |
| Minority interest net profit | 0 | 0 | |||
| Group Net Profit | 10,654 | 19,614 |
Revenues in H1 2019 amount to Euro 286.7 million, with a decrease of Euro 4.6 million compared to H1 2018 (-1.6%). On like-for-like consolidation scope, therefore without taking into account the acquisition of the company O'Mara, the reduction would have been 2.6%.
Revenues of ECONYL® brand products in the period grew 4.5% on the same period of the previous year, accounting for 37.3% of total fibre sales.
Revenues by product line, in value and percentage terms for H1 2019 compared to the same period in the previous year, are presented below:
| Revenues | H1 | % | H1 | % |
|---|---|---|---|---|
| (€/million) | 2019 | 2018 | ||
| Product Line | ||||
| BCF | 210.4 | 73.4% | 210.3 | 72.2% |
| NTF | 53.4 | 18.6% | 50.6 | 17.4% |
| Polymers | 22.9 | 8.0% | 30.4 | 10.4% |
| TOTAL | 286.7 | 100.0% | 291.3 | 100.0% |
Compared to the first half of the previous year:
Revenues by region, in value and percentage terms for H1 2019 compared to the same period in the previous year, are presented below:
| Revenues | H1 | % | H1 | % |
|---|---|---|---|---|
| (€/million) | 2019 | 2018 | ||
| Region | ||||
| EMEA | 176.5 | 61.6% | 194.8 | 66.9% |
| North America | 62.0 | 21.6% | 48.0 | 16.5% |
| Asia and Oceania | 47.6 | 16.6% | 48.3 | 16.6% |
| Rest of the world | 0.5 | 0.2% | 0.2 | 0.1% |
| TOTAL | 286.7 | 100.0% | 291.3 | 100.0% |
In comparison with the first half of 2018:
In relation to other items in the consolidated income statement, raw material, ancillaries and consumable costs and the changes in inventories decreased 2.2%, equal to Euro 3.3 million. The increase in service costs, rent, leases and similar costs and other operating costs on revenues increased also due to non-operating costs, mainly related to the start-up of the two production plant ACR #1 and #2.
Group personnel costs increased approx. Euro 1.2 million to Euro 54 million. The Group workforce saw an increase in numbers of 144 compared to December 31, 2018, of which 143 relating to the newly acquired Aquafil O'Mara Inc. At June 30, 2019, the workforce numbered 2,957 (2,813 at December 31, 2018 and 2,828 at June 30, 2018).
EBITDA, as defined in the alternative performance indicators in the financial highlights section of this report, was Euro 39.1 million, compared to Euro 44.9 million in H1 2018 and Euro 33.0 million in H2 2018; this result includes Euro 3.3 million for the IFRS 16 effect and the Euro 0.7 million contribution in June by Aquafil O'Mara Inc.. The margin on turnover was 13.6%.
EBIT decreased from Euro 27.5 million to Euro 17.2 million due to the decrease in EBITDA, higher amortisation and depreciation of Euro 4.2 million from the entry into use of investments made in the previous and current periods and for Euro 3 million depreciation on the IFRS 16 right-of-use assets.
Net financial charges increased from Euro 2.5 million to Euro 2.8 million, deriving from differing factors: (a) financial charges increased from Euro 3 million to Euro 3.7 million due to the higher debt although against the backdrop of improved conditions on the new loans subscribed and the updating of the MTM value on the interest rate hedging instruments of the parent company, which impacted in the period for Euro 684 thousand, while in H1 2018 this charge amounted to Euro 303 thousand; (b) exchange gains of Euro 525 thousand in H1 2018 compare to exchange losses of Euro 241 thousand, mainly due to movements in the Euro against the US Dollar in the period; the exchange losses include a Euro/Dollar currency hedge stipulated at the end of 2018 which commenced in 2019 and incurred total charges in the period of Euro 318 thousand; (c) financial income was recorded of Euro 1.1 million due to the recalculation of the financial debt relating to the real estate leasing contract of Aquafil S.p.A. which reduced based on the updated repayment plan received from the counterparty.
Income tax stems from the corporation taxes of the individual countries where income was realised and includes the recognition of deferred tax assets and liabilities, amounting overall to Euro 3.6 million compared to Euro 5.4 million in H1 2018. Current taxes relate to taxes on profits in foreign countries and IRES and IRAP taxes on Italian income.
Group consolidated net profit was Euro 10.6 million, compared to Euro 19.6 million in H1 2018.
The interim reporting is supported by a breakdown of the consolidated result for Q2 2019 against the same period of 2018.
| (Euro thousands) | Q2 2019 | Q2 2018 |
|---|---|---|
| Net Profit | 2,958 | 9,764 |
| Income taxes | 1,757 | 2,827 |
| Amortisation, depreciation and write-downs | 8,536 | 6,292 |
| Provisions & write-downs | 189 | 469 |
| Financial items (*) | 4,207 | 1,362 |
| Non-recurring items (**) | 2,310 | 1,946 |
| EBITDA | 19,957 | 22,659 |
| Revenues | 141,339 | 150,484 |
| EBITDA margin | 14.1% | 15.1% |
| (Euro thousands) | Q2 2019 | Q2 2018 |
| EBITDA | 19,957 | 22,659 |
| Amortisation, depreciation and write-downs | -8,536 | -6,292 |
| Provisions & write-downs | -189 | -469 |
| Adjusted EBIT | 11,232 | 15,899 |
| Revenues | 141,339 | 150,484 |
Adjusted EBIT margin 7.9% 10.6%
| CONSOLIDATED INCOME STATEMENT | Note | of which non | of which non | ||
|---|---|---|---|---|---|
| (Euro thousands) | Q2 2019 | recurring | Q2 2018 | recurring | |
| Revenues | 9.1 | 141,339 | 150,484 | - | |
| of which related parties: | 12 | 47 | |||
| Other revenues and income | 9.2 | 580 | 20 | 593 | 143 |
| Total revenues and other revenues and income | 141,919 | 20 | 151,077 | 143 | |
| Cost of raw materials and changes to inventories | 9.3 | (71,071) | (19) | (77,483) | (99) |
| Service costs and rents, leases and similar costs | 9.4 | (26,410) | (1,537) | (26,052) | (1,381) |
| of which related parties: | (116) | (897) | |||
| Personnel costs | 9.5 | (27,348) | (600) | (27,258) | (516) |
| Other costs and operating charges | 9.6 | (717) | (174) | (566) | (92) |
| of which related parties: | (20) | (17) | |||
| Amortisation, depreciation & write-downs | 9.7 | (8,536) | (6,292) | ||
| Provisions & write-downs | 9.8 | (189) | (469) | ||
| Increase in internal work capitalised | 9.9 | 415 | 37 | ||
| Operating Profit | 8,063 | (2,310) | 12,994 | (1,946) | |
| Investment income/charges | 9.10 | 0 | - | ||
| Financial income | 9.11 | 9 | 1 | ||
| Financial charges | 9.12 | (2,156) | (1,651) | ||
| of which related parties: | (66) | ||||
| Exchange gains/losses | 9.13 | (1,202) | 1,247 | ||
| Profit before taxes | 4,714 | (2,310) | 12,591 | (1,946) | |
| Income taxes | 9.14 | (1,757) | (2,827) | ||
| Profit for the period | 2,958 | (2,310) | 9,764 | (1,946) | |
| Minority interest net profit | (0) | (23) | |||
| Group Net Profit | 2,958 | 9,787 |
Revenues in the second quarter amounted to Euro 141.5 million, a decrease of Euro 8.9 million compared to Q2 2018 (-5.6%). On like-for-like consolidation scope, therefore without taking into account the acquisition of the company O'Mara, the reduction would have been 8%.
Revenues of ECONYL® brand products grew 1.1% compared to the same period of the previous year.
Revenues by product line, in value and percentage terms for Q2 2019 compared to the same period in the previous year, are presented below:
| Revenues | Q2 | % | Q2 | % |
|---|---|---|---|---|
| (€/million) | 2019 | 2018 | ||
| Product Line | ||||
| BCF | 104.0 | 73.5% | 113.2 | 75.2% |
| NTF | 26.2 | 18.5% | 24.2 | 16.1% |
| Polymers | 11.2 | 7.9% | 13.2 | 8.7% |
| TOTAL | 141.4 | 100.0% | 150.5 | 100.0% |
In comparison with the same period of the previous year:
Revenues by region, in value and percentage terms for Q2 2019 compared to the same period in the previous year, are presented below: the breakdown by region of the 2018 revenue figures was updated in order to better represent the comparison with Q2 2019:
| Revenues | Q2 | % | Q2 | % |
|---|---|---|---|---|
| (€/million) | 2019 | 2018 | ||
| Region | ||||
| EMEA | 85.4 | 60.4% | 94.0 | 62.5% |
| North America | 31.3 | 22.1% | 25.7 | 17.1% |
| Asia and Oceania | 24.4 | 17.3% | 30.6 | 20.3% |
| Rest of the world | 0.3 | 0.2% | 0.2 | 0.1% |
| TOTAL | 141.4 | 100.0% | 150.5 | 100.0% |
In comparison with the same period of the previous year:
Relating to the other items of the consolidated income statement, raw materials, ancillaries and consumables and changes in inventories, net of increases in internal work capitalized and service costs and rental, leases and similar costs decreased Euro 6.4 million, maintaining the same level of costs on revenues (68.8%).
Group personnel costs did not significantly change and amounted to Euro 27.3 million (19.3% of revenues). The Group workforce saw an increase in numbers of 129 compared to June 30, 2018, of which 143 relating to the newly acquired Aquafil O'Mara Inc. At June 30, 2019, the workforce numbered 2,957 (2,828 at June 30, 2018).
EBITDA, as defined by the alternative performance indicators outlined in the financial summary of this report, reduced from Euro 22.6 million to Euro 19.9 million, decreasing Euro 2.7 million, due to lower sales in EMEA and in Asia. The revenue margin decreased from 15.1% in 2018 to 14.1% in 2019.
EBIT decreased from Euro 13 million to Euro 8.1 million due to the effect of the EBITDA and of higher amortisation and depreciation, including the effects deriving from the application of IFRS 16.
Net financial charges were impacted by exchange differences which reported exchange gains in Q2 2018 of Euro 1.2 million compared to exchange losses in the current quarter of Euro 1.2 million. Financial charges increased from Euro 1.7 million to Euro 2.2 million mainly due to the higher Group debt, although against the backdrop of improved terms on the new loans subscribed.
Income tax stems from the corporation taxes of the individual countries where income was realised and includes the recognition of deferred tax assets and liabilities, amounting overall to Euro 1.8 million compared to Euro 2.8 million in Q2 2018. Current taxes relate to taxes on profits in foreign countries and IRES and IRAP taxes on Italian income.
Group consolidated net profit was Euro 3 million, compared to Euro 9.8 million in Q2 2018.
The following table reclassifies the consolidated equity and financial position of the Group at June 30, 2019 and December 31, 2018.
| (Euro thousands) | June 30, 2019 | December 31, 2018 | Change |
|---|---|---|---|
| Trade receivables | 42,973 | 34,046 | 8,927 |
| Inventories | 193,726 | 189,678 | 4,047 |
| Trade payables | -89,377 | -106,895 | 17,518 |
| Tax receivables | 1,139 | 451 | 689 |
| Other current assets | 14,119 | 14,297 | -178 |
| Other current liabilities | -22,155 | -22,017 | -138 |
| Net working capital | 140,424 | 109,559 | 30,865 |
| Property, plant & equipment | 252,001 | 189,661 | 62,339 |
| Intangible assets | 17,138 | 15,992 | 1,146 |
| Goodwill | 14,040 | 0 | 14,040 |
| Financial assets | 745 | 408 | 337 |
| Non-current assets held for sale | 0 | 0 | 0 |
| Net fixed assets | 283,923 | 206,057 | 77,867 |
| Employee benefits | -5,713 | -5,702 | -11 |
| Other net assets/(liabilities) | -12,595 | -8,824 | -3,770 |
| Net capital employed | 406,040 | 301,091 | 104,949 |
| Cash and banks | 89,032 | 103,277 | -14,245 |
| ST bank payables and loans | -45,968 | -34,279 | -11,689 |
| M-LT bank payables and loans | -170,153 | -159,492 | -10,661 |
| M-LT bond loan | -93,182 | -53,578 | -39,604 |
| ST bond loan | -1,254 | -1,217 | -38 |
| Current financial receivables | 1,525 | 2,878 | -1,353 |
| Other financial payables | -43,522 | -14,869 | -28,652 |
| Net financial position | -263,522 | -157,279 | -106,242 |
| Group shareholders' equity | -142,517 | -143,810 | 1,293 |
| Minority interest shareholders' equity | -1 | -1 | 0 |
| Total Shareholders' Equity | -142,518 | -143,811 | 1,293 |
Net working capital amounted to Euro 140.5 million at June 30, 2019, compared to Euro 109.6 million at December 31, 2018. The increase of Euro 30.9 million is mainly due to the reduced exposure to customers at the end of the year as a result of lower revenues in December compared to the other months, the increase in inventories and the decrease in trade payables, in part related to the decrease in the average price of raw materials based on the exposure at June 2019 compared to the end of 2018.
The increase in investing activities was Euro 35.5 million, of which Euro 30.4 million concerns tangible assets for the improved production capacity in China and the US, including the new facilities of Aquafil Carpet Recycling (ACR) #1 (Phoenix - Arizona) and #2 (Woodland- California), and for the ECONYL® process. The application of the new IFRS 16 resulted in an increase in tangible assets of Euro 28.7 million. The goodwill on the acquisition of O'Mara Inc. was Euro 14 million.
The main changes in shareholders' equity concern the period result, the distribution of dividends of Euro 12.2 million and the equity effect of the acquisition of O'Mara Inc., whose breakdown and movements are reported in the Notes.
The net financial debt at June 30, 2019 amounts to Euro 263.5 million, compared to Euro 157.3 million at December 31, 2018. In order to provide a like-for-like comparison with the previous year the table reporting the Group financial indicators illustrates the net financial position adjusted for the effect of the application of the accounting standard IFRS 16 (Euro 29.7 million) and of the impact of the acquisition of the US company O'Mara Inc. (Euro 37 million): the adjusted NFP at the end of June 2019 amounts to Euro 197.2 million, an increase of Euro 39.9 million compared to December 2018 and an increase of Euro 4 million compared to the value (adjusted for IFRS 16) at March 31, 2019 (Euro 186.1 million). The main changes are illustrated in the breakdown of the consolidated cash flow statement which reports the cash flow generated from operating activities (A) of Euro 8.6 million, which includes the absorption deriving from the expansion of the net working capital, also due to the support from Europe with semi-finished products for the production process of Aquafil USA, the cash flow absorbed from investing activities (B) for Euro 71.1 million, which includes the acquisition of the business Aquafil O'Mara Inc. for Euro 35.6 million and which was accelerated in the period compared to the overall annual plan, and the cash flow generated from financing activities (C) of Euro 48.3 million, which includes the non-current net bank borrowings and loans and bonds for Euro 61.6 million and the distribution of dividends of Euro 12.2 million. The main developments concerning the debt items were:
The short-term bank credit lines total Euro 84 million at the end of the period and they have not been utilised by any companies of the Group.
The liquidity available on the current accounts of the companies of the Group at the end of the period amount to Euro 90.5 million, of which Euro 1.5 million restricted contractually on behalf of clients for the construction of chemical plants not yet completed, undertaken by the engineering company Aquafil Engineering G.m.b.H..
Aquafil Group operations directly involve - both in terms of production and distribution the Group companies, which are assigned (depending on the case) the processing, special processing, production and sales phases for specific regions.
The main transactions with the Group companies in H1 2019, broken down by each of the three product lines, were as follows.
The core business of the Aquafil Group is the production, reprocessing and sale of yarns, principally polyamide 6 BCF-based, for the textile flooring market, in which Aquafil S.p.A. is the European leader and among the leaders globally, proposing a range of very highquality products to end customers. The Group also produces and markets polyester fibres for certain textile flooring applications.
The Group companies involved in the production and sales processes are the parent company Aquafil S.p.A., with production site in Arco (Italy), Tessilquattro S.p.A., with production based in Cares (Italy) and in Rovereto (Italy), AquafilSLO d.o.o., with facilities in Ljubljana, Store and Ajdovscina (Slovenia), Aqualeuna G.m.b.H. with facilities in Leuna (Germany), Aquafil USA Inc. with two facilities in Cartersville (U.S.A.), Aquafil Carpet Recycling (ACR) #1, Inc. with production in Phoenix, Arizona (USA) and Aquafil Carpet Recycling (ACR) #2, Inc. with production in Woodland, California (USA), Aquafil Asia Pacific Co. Ltd., with production based in Rayong (Thailand), Aquafil Synthetic Fibres and Polymers Co. Ltd., with production based in Jiaxing (China), Aquafil UK, Ltd. with facilities in Kilbirnie (Scotland) and the commercial company Aquafil Benelux-France BVBA, with offices in Harelbeke (Belgium) and Aquafil Oceania Pty Ltd con registered office in Melbourne (Australia).
Commercial activities are undertaken with industrial clients, which in turn produce for the intermediate/end-consumer markets, whose sectors are principally (a) the "contract" markets (hotels, offices and large public environments), (b) internal high-end car floors and (c) residential textile flooring.
The product and technological process innovation continues, which annually permits the complete overhaul of the yarn collections; the research and development is carried out by the internal development centre in collaboration with developers within client companies and architectural studies upon the final users of carpets.
A significant proportion of polyamide 6 fibres are produced using the caprolactam from regenerated Econyl® which employs top quality caprolactam, no longer transforming products based on the refining process of oil, utilising as a raw material industrial recovered polyamide-based materials (pre-consumer) and/or disposed of at the end of their life cycle (post-consumer). The activities of the two US Aquafil Carpet Recycling companies, which are in the start-up phase, will support the ECONYL® process.
The NTF product line produces and reprocesses polyamide 6 and 66 fibres, ECONYL®, polyester and polypropylene fibres, with the latter under the Dryarn® brand for men's and women's hosiery, knitwear and non-run fabrics for underwear, sportswear and special technical applications. The markets concern producers in the clothing, underwear and sportswear sectors. The production/sale of fibres for textile/clothing use is undertaken by the companies Aquafil S.p.A. (Italy), AquafilSLO d.o.o. with facilities in Ljubljana and Senozece (Slovenia), AquafilCRO d.o.o., with facilities in Oroslavje (Croatia), Aquafil Tekstil Sanayi Ve Ticaret A. S., with commercial operations based in Istanbul (Turkey) and the newly acquired (May 31, 2019) Aquafil O'Mara Inc., which produces and distributes nylon, polypropylene and polyester fibres from its plant based in Rutherford College, North Carolina. The subsidiary Aquafil India Private Limited (India) is not operational.
The Group produces and sells polymers and polyamide 6 for the "engineering plastics" sectors. The polymers are produced/sold by Aquafil S.p.A., AquafilSLO d.o.o. and Aquafil USA Inc. Cartersville (U.S.A.).
The Slovak company Cenon S.r.o. (Slovakia) does not carry out production activities; it holds a long-term lease of land and of a number of non-specific buildings which remained on the site after the disassembly and sale to third parties of specific chemical plant concerning the activities carried out previously.
Aquafil Engineering G.m.b.H., Berlin (Germany) carries out industrial chemical plant design and supply.
With the other related companies to which reference is not expressly made, commercial operations are undertaken at arm's length, in consideration of the features of the goods and services rendered.
The transactions of the Aquafil Group with related parties, as defined by international accounting standard IAS 24, relating to the Half-Year Report at June 30, 2019, are presented below. The Aquafil Group undertakes commercial and financial transactions with its related companies, consisting of transactions relating to ordinary operations and at normal market conditions, taking into account the features of the goods and services provided.
The Group has made available on its website www.aquafil.com, in the Corporate Governance section, the Related Parties Transactions Policy.
The Aquafil Group undertakes transactions with the following related parties:
The transactions between the Parent Company, its subsidiaries outside of the consolidation scope and the Aquafil Group concern financial transactions, commercial leases and transactions for the settlement of accounts receivable and payable arising from the tax consolidation of Aquafin Holding S.p.A., which includes, among others, the Group companies Aquafil S.p.A, Tessilquattro S.p.A. and Borgolon S.p.A.. The transactions have been presented in the Explanatory Notes.
During the period, Aquafil S.p.A. approved and paid dividends to the parent company Aquafin Holding S.p.A. for Euro 7.13 million.
Transactions with related parties were on an arm's length basis.
With the exception of that indicated above there were no other transactions or contracts with related parties which, with regard to materiality upon the financial statements, may be considered significant in terms of value or conditions.
The principal risk factors to which the Aquafil Group is exposed are illustrated below, with details on the strategies and measures implemented for their prevention and management. We highlight that the activities of the Group may also be exposed to additional risks and uncertain events which at present are not foreseeable or considered improbable, which may affect the operations, the economic and financial conditions and the prospects of the companies of the Group.
Many factors which impact the general economic environment such as, among others, interest rate movements and exchange rate movements, principally between the Euro and US Dollar, raw material costs, particularly oil, may affect the economic and financial situation of the Group.
The Group offsets these issues through:
The liquidity risk which the Group could encounter is represented by the incapacity or difficulty to source adequate financial resources in order to ensure operational continuity and development of its industrial activities.
The liquidity situation of the Group principally derives from two key factors: on the one hand, the resources generated or absorbed by operating and investing activities, and on the other the use of financial resources and the maturity dates and renewal of payables.
Aquafil can avail of on-demand liquidity, as well as significant levels of credit lines granted by various Italian and international banks. The Group believes that the funds and credit lines currently available, in addition to those that will be generated from operating and financing activities, are sufficient to meet the liquidity needs deriving from the various activities of the Group.
Strategic risks are defined as those risks which may influence the opportunities and the threats relating to the business activities. In the case of the Aquafil Group, this category includes authorisation risks, risks of delay in the development or implementation of new initiatives, risks concerning rising operating costs and material and services costs, risks of changes to existing technology, in addition to risks to changes in the political and regulatory framework of certain countries in which the Group operates, which may change the competitive scenario. In addition to these risks is the risk related to the possibility that modifications to current regulations in relation to import/export, movement and storage of waste, or situations which no longer permit compliance with current regulations, may increase the complexity, or limit the possibility, to maintain and/or expand the significant activity of recycling and recovery of raw materials from waste. To limit these risks, the Group:
The activities of the Aquafil Group are subject to the national regulations in the countries in which they operate, as well as specific transnational regulations, all in order to reduce operational risks. Specifically, the regulations on the environment, health and workplace safety may differ significantly between various countries; constant control is therefore necessary in order to ensure compliance and timely adjustment in the event of modifications. In order to minimise the social and environmental risks from industrial processes and products, the Group includes within its strategy a constant commitment towards the safeguarding of the environment, to the prevention of pollution and to strive for continual improvement of its environmental performance. In particular, the Group has created specific centralised coordination and organisational structures which oversee the compliance with rules and improvement processes in its various locations, independently taking action in the production plants and on its processes. The progressive adoption of the Environmental Management System, which contains a detailed analysis of the risks at the various factories of the Group, is a choice which allows for further progress in this direction, continuing the maximum organisation and rationalisation of the activities.
In this manner, the Group has the objective:
Significant exchange rate movements in currencies other than the Euro could negatively impact the financial results and the equity value of the Group.
However, many Group companies are exposed to a contained level of exchange rate risk, as in the individual countries a portion of cash flows, both in relation to sales and also costs are denominated in the local currency of the country. The Group also carries out currency hedging operations.
In the same manner the Group is exposed to changes in interest rates, as these impact the cost and return of the various forms of lending and uses, with an effect therefore on the consolidated net financial income. Aquafil seeks to limit the interest rate fluctuation risk through undertaking a part of its medium/long term loans at a fixed rate or by undertaking interest rate hedging instruments.
The volatility of oil and energy commodity prices is offset through contractual hedging and/or raw material price and energy sources and sales price indexing contracts.
All Group factories are subject to operational risks, such as for example plant breakdown, revocation and suspension of permits and licenses, work interruptions, raw material or energy procurement difficulties, which could result in prolonged interruptions of the activities of the factories. In addition, incidents such as fire and other unexpected factors and dangers could occur in the industrial factories of the Group and, where significant, could give rise to negative consequences.
The Aquafil mitigates these risks through specific plant management policies focused on ensuring adequate security levels and operational excellence in line with best industrial practices. The Group also obtains insurance coverage for its industrial risks and third-party liability.
The Group is exposed to the risks connected with delays in customer payments or in general with difficulties in the collection of receivables, as well as to the risk of general reduction in customer credit lines limits set by credit insurance companies which might lead to a worsening of credit risk and/or a negative impact on the growth prospects of the businesses and on the Group's economic results.
In order to limit the credit risk, the Group:
The success of the Group largely depends on the capacity of its executive directors and management team to manage the group and the individual businesses efficiently. The loss of these key figures, where not adequately replaced, could impact negatively on the prospects of the business and on the results of the Group.
Against this risk, the Aquafil has adopted a managerial and organisational structure capable of ensuring continuity in the management of its business, also thanks to the sharing of the strategic decisions.
The management of the business activities of the Group is supported by a complex network of IT tools and systems. The necessary interconnection of company IT systems with external IT infrastructure (web and networks) exposes these systems to potential risks in terms of availability, integrity and confidentiality of data, and the efficiency of the systems.
In order to guarantee operational continuity, the Group has for some time implemented a disaster recovery and business continuity system which allows for a quick recovery of the main system stations. In addition, active data and business application security is guaranteed by multiple levels of protection, both physical and logistical, at server level and client level, and advanced authentication and database and network access procedures.
R&D in H1 2019 concerned the product and process innovation applied to raw BCF yarns and dyed solutions, NTF yarns, PA6 polymers and the ECONYL® process and the continued development of the bio caprolactam production process. Innovation and research concerned all of the main production process phases, from raw materials entering production to polymerisation, spinning and reprocessing and, for ECONYL®, the regeneration of materials, leveraging on both internal (efficiency, performance) and external research drivers (market inputs, technological developments, the availability of solutions and new materials).
A number of research projects - due to their complexity and difficulty - last many years and are undertaken in collaboration with outside research partners; other less complex projects present results in a short timeframe.
In certain cases, research extends to fibre and/or polymer final application sectors, such as for the automotive sector, and is carried out in collaboration with final application developers.
In H1 2019, research – particularly in terms of the BCF line – focused on continuing projects initiated in previous years, relating in particular to fire resistance, stain resistance, bio caprolactam, specific yarn multi-colour technology and optimisation of the PA6 polymerisation process.
The research projects launched in previous years also continued with regard to NTF line products, with collaboration and support from external research organisations, for the creation of: a new anti-static NTF fibre, special UV protection materials and the optimisation of technological parameters for FDY fibres and micro yarns.
ECONYL®, production research and development focused in particular on continuing activities relating to process technology for material recovery from end-of-life polyamide carpeting - undertaken both in Slovenia and in the new US plants in the start-up phase waste copper recovery from process supply products, development of specific anti-fouling treatments for aquaculture nets, caprolactam purification technology and continuous depolymerization process mathematical modelling.
As part of the bio caprolactam production project, research was pursued together with Genomatica Inc., San Diego, California (USA) to develop the first bio caprolactam and bio Nylon 6 production process from renewable raw materials. Related to this research, the "EFFECTIVE" project continued, co-ordinated by Aquafil and funded by Bio-Based Industries Joint Undertaking (BBI JU) as part of the European Horizon 2020 research programme, with the entire chain (from raw material manufacturers to brands) involved in validating the use of bio Nylon 6 and other bio-polymer consumer market products.
In patent developments, in addition to the patents filed and registered in the name of Aquafil S.p.A. dated (a) 7.3.2013, PCT, on the recycling of polyamide fibers from elastomeric products and (b) 8.6.2017, PCT, on the composition of fishing net coatings, the following main steps for the development of patents are reported:
(2) on November 29, 2018 a patent valid in the USA was published, with AquafilSLO d.o.o as the applicant, on the process of recovering and separating scrap material from polyamide carpets at the end of their life cycle, and the international patent valid in PCT member countries was published on December 5, 2018;
(3) On June 20, 2019, the international PCT patent was published in all counties adhering to the Patent Cooperation Treaty for the improvement and optimisation of solvent-free caprolactam purification technology as requested by AquafilSLO d.o.o on December 15, 2017; the activities for the specific national/regional extensions covering all caprolactam plant in the US, China, Russia and Japan should be completed by 2019;
For further information on corporate governance, reference should be made to the Corporate Governance and Ownership Structure Report, prepared in accordance with Article 123-bis of Legs. Decree 58/1998, approved by the Board of Directors and available on the Group website www.aquafil.com. Certain disclosure within the scope of the Corporate Governance and Ownership Structure report is covered by the "Remuneration Report" drawn up as per Article 123-ter of Legislative Decree 58/1998. Both reports, approved by the Board of Directors, were published in accordance with law on the company website www.aquafil.com.
The company is not subject to management and co-ordination pursuant to Article 2497 and subsequent of the Civil Code.
The parent company Aquafin Holding S.p.A. does not exercise management and coordination over Aquafil as substantially operating as a holding company, without an independent organisational structure and, consequently, de facto does not exercise direct management over Aquafil S.p.A..
All of the Italian direct or indirect subsidiaries of Aquafil S.p.A. have met the publication requirements under Article 2497-bis of the Civil Code, indicating Aquafil S.p.A. as the company exercising management and co-ordination.
At June 30, 2019, Aquafil S.p.A. and the other companies of the Group do not own and did not own during the year treasury shares and/or shares of parent companies, in its portfolio or through trust companies or third parties, and no share purchases or sales were made.
Aquafil S.p.A. was subject to the regulation on "non-financial holding companies" as per Legislative Decree No. 142 of 29/11/2018, which at Article 12 requires applicability only on the capital requirement (companies which prevalently hold investments in parties other than financial intermediaries) instead of jointly with the prevalence of financial income, as per the previous regulation.
The company Aquafil S.p.A. is registered in the financial registrar, the database of the Tax Registrar.
The applicability under the "non-financial holding companies" regime resulted in the application of the IRAP rate of 5.57% established by the Trento Autonomous Province for financial entities and banks, which is higher than the ordinary rate for financial entities, equal to 4.46%, and the ordinary rate for industrial enterprises equal to 2.68%. This change resulted in higher taxes for approx. Euro 208 thousand. In relation to this, we highlight that on July 1, 2019 the Trento Confindustria Trade Association requested the provincial administrative body to intervene in order to correct this anomalous tax. Tax audits
Three tax audits are currently being carried out by the fiscal authorities on the companies Aqualeuna G.m.b.H., Aquafil SLO, and Aquafil S.p.A.. At the date of the preparation of the half-year report at June 30, 2019 there were no elements to consider probable and/or quantifiable any potential liabilities in relation to the above-mentioned companies and therefore, in accordance with IAS 37, no risk provision was recorded.
There were no significant events in the Aquafil Group after the end of the period relating to the first half-year of 2019 which could have an impact on the half-year financial statements at June 30, 2019.
We report that the merger of the company Borgolon S.p.A. into Tessilquattro S.p.A. will take place in the second half of 2019.
The Group's projections for the second half of 2019 are in line with the commercial performance in the first half in the various geographic areas, both in terms of product margin and financial debt.
Arco, August 26, 2019
The Chairman of the Board of Directors (Mr. Giulio Bonazzi)
| CONSOLIDATED BALANCE SHEET (Euro thousands) |
Note | At June 30, 2019 | At December 31, 2018 |
|---|---|---|---|
| Intangible assets | 6.1 | 17,138 | 15,992 |
| Goodwill | 6.2 | 14,040 | 0 |
| Property, plant & equipment | 6.3 | 252,001 | 189,661 |
| Financial assets | 6.4 | 750 | 404 |
| of which parent companies, related parties | 312 | 79 | |
| Other assets | 6.5 | 2,191 | 2,189 |
| Deferred tax assets | 6,802 | 7,841 | |
| Total non-current assets | 292,922 | 216,087 | |
| Inventories | 6.6 | 193,726 | 189,678 |
| Trade receivables | 6.7 | 42,973 | 34,046 |
| of which parent companies, related parties | 30 | 66 | |
| Financial assets | 6.4 | 1,525 | 2,878 |
| Tax receivables | 6.8 | 1,139 | 451 |
| Other assets | 6.9 | 14,119 | 14,297 |
| of which parent companies, related parties | 1,644 | 1,859 | |
| Cash and cash equivalents | 6.10 | 89,032 | 103,277 |
| Total current assets | 342,514 | 344,627 | |
| Total assets | 635,436 | 560,714 | |
| Share capital | 6.11 | 49,722 | 49,722 |
| Reserves | 6.11 | 81,814 | 62,969 |
| Group net result | 6.11 | 10,981 | 31,119 |
| Total parent company shareholders net equity | 142,518 | 143,810 | |
| Minority interest net equity | 6.11 | 1 | 1 |
| Minority interest net profit | 6.11 | 0 | 0 |
| Total consolidated net equity | 142,519 | 143,811 | |
| Employee benefits | 6.12 | 5,713 | 5,702 |
| Financial liabilities | 6.13 | 296,618 | 224,345 |
| of which parent companies, related parties | 13,495 | 0 | |
| Provisions for risks and charges | 6.14 | 1,305 | 1,169 |
| Deferred tax liabilities | 5,014 | 3,582 | |
| Other liabilities | 6.15 | 13,599 | 11,833 |
| Total non-current liabilities | 322,249 | 246,631 | |
| Financial liabilities | 6.13 | 57,467 | 39,090 |
| of which parent companies, related parties | 4,075 | 0 | |
| Current tax payables | 6.17 | 1,669 | 2,270 |
| Trade payables | 6.16 | 89,377 | 106,895 |
| of which parent companies, related parties | 181 | 762 | |
| Other liabilities | 6.15 | 22,155 | 22,017 |
| of which parent companies, related parties | 236 | 230 | |
| Total current liabilities | 170,669 | 170,272 | |
| Total equity and liabilities | 635,436 | 560,714 |
| CONSOLIDATED INCOME STATEMENT (Euro thousands) |
Note | Half Year 2019 | of which non-current | Half Year 1 2018 | of which non-current |
|---|---|---|---|---|---|
| Revenues | 7.1 | 286,667 | 0 | 291,291 | 0 |
| of which related parties: | 29 | 188 | |||
| Other revenues and income | 7.2 | 1,181 | 95 | 594 | 143 |
| Total revenues and other revenues and income | 287,848 | 291,885 | |||
| Cost of raw materials and changes to inventories | 7.3 | (148,225) | (119) | (147,995) | (101) |
| Service costs and rents, leases and similar costs | 7.4 | (51,191) | (2,340) | (49,420) | (1,584) |
| of which related parties: | (219) | (1,790) | |||
| Personnel costs | 7.5 | (54,060) | (739) | (52,847) | (658) |
| Other costs and operating charges | 7.6 | (1,311) | (293) | (1,047) | (111) |
| of which related parties: | (38) | (35) | |||
| Amortisation, depreciation, and write-downs | 7.7 | (16,574) | (12,364) | ||
| Provisions & write-downs | 7.8 | (224) | (769) | ||
| Increase in internal work capitalised | 7.9 | 886 | 81 | ||
| Operating profit | 17,148 | (3,396) | 27,524 | (2,312) | |
| Investment income/charges | 0 | 0 | |||
| Financial income | 7.10 | 1,100 | 1,082 | 17 | |
| Financial charges | 7.11 | (3,717) | (3,027) | ||
| of which related parties: | (132) | ||||
| Exchange gains/losses | 7.12 | (241) | 525 | ||
| Profit before taxes | 14,291 | (2,314) | 25,038 | (2,312) | |
| Income taxes | 7.13 | (3,637) | (5,424) | ||
| Profit for the period | 10,654 | (2,314) | 19,614 | (2,312) | |
| Minority interest net profit | 0 | 0 | |||
| Group Net Profit | 10,654 | 19,614 | |||
| Basic earnings per share | 7.14 | 0.21 | 0.39 | ||
| Diluted earnings per share | 7.14 | 0.21 | 0.39 |
Note Half Year 2019 Half Year 2018
| Profit for the period | 10,654 | 19,614 | |
|---|---|---|---|
| Actuarial gains/(losses) | (222) | 10 | |
| Tax effect from actuarial gains and losses | 53 | (2) | |
| Other income items not to be reversed in income statement in subsequent periods | (169) | 8 | |
| Currency difference from conversion of financial statements in currencies other than the Euro | 496 | 932 | |
| Other income items to be reversed in income statement in subsequent periods | 496 | 932 | |
| Total comprehensive income | 6.11 | 10,981 | 20,553 |
| Minority interest comprehensive income | 0 | 0 | |
| Group comprehensive income | 6.11 | 10,981 | 20,553 |
| Total comprehensive income | 10,981 | 20,553 | |
| Minority interest comprehensive income | 0 | 0 | |
| Group comprehensive income | 10,981 | 20,553 |
| CONSOLIDATED CASH FLOW STATEMENT | June 30, 2019 | June 30, 2018 | |
|---|---|---|---|
| (Euro thousands) | Note | ||
| Operating activities | |||
| Profit for the period | 10,654 | 19,614 | |
| of which related parties: | (360) | (1,637) | |
| Income taxes | 7.13 | 3,637 | 4,975 |
| Financial income | 7.10 | (1,100) | (17) |
| of which related parties: | 0 | ||
| Financial charges | 7.11 | 3,717 | 3,027 |
| of which related parties: | 132 | ||
| Exchange gains/(losses) | 7.12 | 241 | (525) |
| Asset disposal (gains)/losses | (148) | (133) | |
| Net provisions | 7.8 | 117 | 545 |
| Net provisions (Doubtful debt provision) | 7.8 | 107 | 224 |
| Amortisation, depreciation and write-downs of tan. assets | 7.7 | 16,572 | 12,364 |
| Cash flow from operating activities before working capital changes | 33,796 | 40,075 | |
| Decrease/(Increase) in inventories | 6.6 | 1,313 | (8,919) |
| Increase/(Decrease) in trade payables | 6.16 | (19,584) | (1,562) |
| of which related parties: | (611) | 0 | |
| Increase/(Decrease) in trade receivables | 6.7 | (4,966) | (19,038) |
| of which related parties: | 36 | (62) | |
| Changes to assets and liabilities | 402 | 1,828 | |
| of which related parties: | 681 | 1,282 | |
| Net paid financial charges | (1,593) | (2,586) | |
| Income taxes paid | (713) | (1,769) | |
| Utilisation of provisions | (58) | (308) | |
| Net cash flow generated by operating activities (A) | 8,597 | 7,721 | |
| Investing activities | |||
| Investments in tangible assets | 6.3 | (30,421) | (22,295) |
| Disposal of tangible assets | 6.3 | 183 | 860 |
| Investments in intangible assets | 6.1 | (2,319) | (8,334) |
| Disposal of intangible assets | 6.1 | 7 | 13 |
| Investments in Rights of use (IFRS 16) | 6.3 | (2,976) | 0 |
| Acquisition Aquafil O'Mara Business | (35,618) | 0 | |
| of which fixed assets | (15,060) | 0 | |
| of which goodwill | (14,040) | 0 | |
| of which liquidity | 112 | 0 | |
| of which current assets | (6,630) | 0 | |
| Investments in financial assets | 0 | (166) | |
| Cash flow generated by investing activities (B) | (71,144) | (29,923) | |
| Financing activities | 8 | ||
| Drawdown non-current bank loans and borrowings | 73,000 | 55,000 | |
| Repayment non-current bank loans and borrowings | (11,320) | (28,364) | |
| Net changes in current financial assets and liabilities | (1,105) | 744 | |
| of which related parties: | 2,030 | 0 | |
| Distribution dividends | 6.11 | (12,273) | (12,241) |
| of which related parties: | (7,316) | (7,369) | |
| Share capital increase | 0 | 42 | |
| Cash flow from generated/(absorbed) by financing activities (C) | 48,301 | 15,181 | |
| Net cash flow in the period (A)+(B)+(C) | (14,245) | (7,021) | |
| Opening cash and cash equivalents | 6.10 | 103,277 | 99,024 |
Closing cash and cash equivalents 6.10 89,032 92,003
| Share capital |
Legal reserve |
Translation reserve |
Share premium reserve |
Listing cost reserve |
FTA Reserve |
IAS 19 Reserve |
Retained earnings |
Net result | Total parent share. equity |
Min. interest share. equity |
Total consol. share. equity |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in Euro thousands) | ||||||||||||
| December 31, 2017 | 49,673 | 8 | (12,379) | 20,030 | (3,287) | (2,389) | (600) | 48,841 | 25,117 | 125,014 | 485 | 125,499 |
| Sale minority interest | (484) | (484) | ||||||||||
| Other changes | (131) | (131) | (131) | |||||||||
| Allocation of prior year result | 25,117 | (25,117) | ||||||||||
| Distribution dividends | (12,241) | (12,241) | (12,241) | |||||||||
| Share capital increase | 50 | (55) | 55 | 50 | 50 | |||||||
| Result for the period | 30,097 | 30,097 | 30,097 | |||||||||
| Actuarial gains/(losses) employee benefits | 58 | 58 | 58 | |||||||||
| Translation difference | 964 | 964 | 964 | |||||||||
| Total comprehensive income | 964 | 58 | 30,097 | 31,119 | 31,119 | |||||||
| December 31, 2018 | 49,723 | 8 | (11,415) | 19,975 | (3,287) | (2,389) | (542) | 61,641 | 30,097 | 143,810 | 1 | 143,811 |
| Sale minority interest | ||||||||||||
| Other changes | ||||||||||||
| Allocation of prior year result | 509 | 29,588 | (30,097) | |||||||||
| Distribution dividends | (12,273) | (12,273) | (12,273) | |||||||||
| Share capital increase | ||||||||||||
| Result for the period | 10,654 | 10,654 | 10,654 | |||||||||
| Actuarial gains/(losses) employee benefits | (169) | (169) | 0 | (169) | ||||||||
| Translation difference | 496 | 496 | 0 | 496 | ||||||||
| Total comprehensive income | 496 | (169) | 10,654 | 10,981 | 0 | 10,981 | ||||||
| June 30, 2019 | 49,723 | 517 | (10,919) | 19,975 | (3,287) | (2,389) | (711) | 78,956 | 10,654 | 142,518 | 1 | 142,519 |
Aquafil S.p.A. ("Aquafil", "Company" or "Parent company" and, together with its subsidiaries, "Group" or "Aquafil Group") is a company listed on the Italian Stock Exchange, STAR Segment since December 4, 2017, resulting from the business combination through merger by incorporation of Aquafil S.p.A. (pre-merger), founded in 1969 in Arco (TN) and renowned for the production and distribution of fibers and polymers, principally polyamide, into Space3 S.p.A., as an Italian registered Special Purpose Acquisition Company (SPAC), with efficacy from December 4, 2017.
The majority shareholder of Aquafil S.p.A. is Aquafin Holding S.p.A., with registered office in Via Leone XIII No. 14, 20145 Milan, Italy, which however does not exercise management and co-ordination activities. The ultimate parent company, which draws up specific consolidated financial statements, is GB&P S.r.l. with registered office in Via Leone XIII No. 14, 20145 Milan, Italy.
The Aquafil Group produces and sells nylon on a global scale by transforming it into three different product lines represented by:
The above product lines are also sold on the market under the ECONYL® brand, which offers the Group's products obtained by regenerating industrial waste and end-of-life products.
The Group enjoys a consolidated presence in Europe, the United States and Asia, both directly and indirectly through its subsidiaries and/or associate companies.
The consolidated half-year report of the Aquafil Group at June 30, 2019 and for the six months ended at that date (hereafter the "Half-Year Financial Report") was prepared in accordance with Article 154 ter paragraph 2 of Legislative Decree No. 58/98 - CFA - and subsequent amendments and supplements and comprises the following documents:
These consolidated financial statements (hereafter the "financial statements") include the comparative figures, as per IAS 34, or rather (i) the figures at December 31, 2018 for the consolidated balance sheet (ii) the figures relating to H1 2018 for the consolidated income statement, the comprehensive consolidated income statement, the consolidated cash flow statement and the changes in the consolidated shareholders' equity.
The Half-Year Financial Report was prepared in Euro, the functional currency of the Group. The amounts reported in the financial statements and in the accompanying tables in the explanatory notes are expressed in thousands of Euro, unless otherwise indicated.
The Half-Year Financial Report was prepared in accordance with international accounting standards (IFRS/IAS) issued by the International Accounting Standard Board (IASB),recognised by the European Union pursuant to regulation (EU) No. 1606/2002 and in force at the reporting date, the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC), as well as the interpretations of the Standing Interpretations Committee (SIC), in force at the same date.
In particular, the Half-Year Financial Report was prepared in accordance with IAS 34 "Interim Financial Statements", issued by the International Accounting Standard Board (IASB).
The accounting policies adopted in the preparation of these financial statements are the same as those adopted for the preparation of the consolidated financial statements at December 31, 2018, to which reference should be made, with the exception of the new standards applied from January 1, 2019 as described in the chapter below.
The explanatory notes, in accordance with IAS 34, are reported in condensed format and do not include all the disclosures required for annual accounts, as they refer exclusively to those items which, for amount, composition or variation, are essential for the full understanding of the financial situation, equity and results of the Group at June 30, 2019.
The Half-Year Financial Report should therefore be read together with the 2018 Group Annual Financial Report.
The Half-Year Financial Report at June 30, 2019 of the Aquafil Group was subject to a limited audit by PricewaterhouseCoopers and was approved by the Board of Directors on August 26, 2019, which authorised its publication according to the terms and means required by current regulations.
The Group's business is not impacted by seasonal factors. Despite this, we report that typically there is a small drop in production in second half of the year due to the lower number of working days in this period compared to the first half of the year. This typically results in a small decrease in revenues and costs and in the margin in the second half of the year compared to the first half of the year.
In accordance with IAS 1, paragraph 41, the following reclassifications were made which required, in order to ensure comparability, also the restatement of the comparative figures at June 30, 2018.
(i) the revenue matured from the allocation of the research and development tax credit was reclassified from "Income taxes" to "Other revenues and income" in reflection of the nature of the contribution. The reclassified amounts are as follows:
| (thousands) | Half Year 2019 | Half Year 2018 |
|---|---|---|
| Other revenues and income | 300 | 449 |
| Income taxes | (300) | (449) |
(ii) relating to the account Increase in internal work capitalised, as in the case for the preparation of the financial statements at December 31, 2018, the acquisition of assets was classified directly under property, plant and equipment. Therefore, in the comparative figures at June 30, 2018, Euro 3,490 thousand was recognised as a reduction of the cost of raw materials and an increase in fixed assets for internal works.
On November 9, 2017, the European Commission endorsed with regulation 2017/1986 IFRS 16 "Leases" (hereafter IFRS 16) issued on January 13, 2016 by the IASB in replacement of IAS 17 and the relative interpretations.
IFRS 16 replaces IAS 17 (Leasing) and the relative interpretations (IFRIC 4 - Determining whether an arrangement contains a lease), SIC 15 (Operating leases - Incentives) SIC 27 (Evaluating the substance of transactions in the legal form of a lease).
The new International Accounting Standard identifies the principles for the recognition, measurement and presentation in the financial statements of leasing contracts, as well as enhancing the relative disclosure requirements.
Specifically, IFRS 16 defines leasing as a contract which assigns to the client (lessee) the right-of-use of an asset for a set period of time in exchange for consideration. The new International Accounting Standard eliminates the distinction between operating and finance leases for the purposes of the preparation of the financial statements of lessees and requires the recognition, at the commencement date of the lease, of an asset, representative of the right-of-use asset (defined as "Right-of-Use") and of a liability, as the obligation of the future commitments within the contract. The lessee should subsequently recognise the interest concerning the lease liability separate from the depreciation of the right-of-use assets. IFRS 16 also requires lessees to restate the amounts of the lease liability on the occurrence of certain events (e.g. a change to the duration of the lease, a change to the value of the future payments due to a change in an index or rate utilised to determine these payments). In general, the restatement of the amount of the lease liability implies an adjustment also to the right-of-use asset.
Differing from that required for lessees, for the purposes of the preparation of the financial statements of lessors (the lessor), the new International Accounting Standard maintains the distinction between operating and finance leases as per IAS 17.
On initial application (January 1, 2019), for the contracts previously classified as "operating leases", the Aquafil Group applied the "simplified method" which provides for the calculation of the financial liability and the corresponding value of the right-of-use asset on the basis of the residual contractual payments at the transition date (or of first application); therefore no restatement was made of the comparative figures.
For the Aquafil Group, the contracts falling within the scope of IFRS 16 mainly concern:
The leasing contracts do not contain financial covenants, but the leased assets may not be utilised as guarantees against payables.
The incremental borrowing rate was utilised (IBR) for the calculation of the present value of the leasing liability. The incremental borrowing rate is defined as the interest rate each Group entity would incur to borrow over a similar term, and with a similar security, the funds necessary to purchase an asset of a similar value to the underlying right-of-use asset in a similar economic context.
An analysis was carried out for each individual company for the calculation of the incremental borrowing rate.
It should be noted that, on the first-time application of the new International Accounting Standard, the Aquafil Group utilised the following simplifications permitted by the new standard also based on the relative accounting effects:
estimate of the duration of the leases on the basis of experience acquired and information available at the date of the first-time application in relation to the exercise of the option extensions contained in the contracts;
adoption of the so-called "modified retrospective" approach permitted by the new International Accounting Standard, with recognition of a right-of-use asset of the leased assets for an amount equal to the value of the lease liability and consequent effect of the IFRS 16 First Time Adoption on the opening equity at January 1, 2019.
For the contracts underwritten before the transition date of the new IFRS 16, the Group also decided to maintain the measurement (assessment) and accounting already applied based on the previous IAS 17 and IFRIC 4.
The table below shows the changes in the consolidated balance sheet at January 1, 2019 attributable to the application of IFRS 16.
| (Euro thousands) | At December 31, 2018 | Effects first-time application IFRS 16 |
At January 1, 2019 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Intangible assets | 15,992 | 15,992 | |
| Property, plant & equipment | 189,661 | 28,718 | 218,379 |
| Financial assets | 404 | 404 | |
| Deferred tax assets | 7,841 | 7,841 | |
| Other assets | 2,189 | 2,189 | |
| Total non-current assets | 216,087 | 28,718 | 244,805 |
| Current assets | |||
| Trade receivables | 34,046 | 34,046 | |
| Inventories | 189,678 | 189,678 | |
| Cash and cash equivalents | 103,277 | 103,277 | |
| Other assets | 14,297 | 14,297 | |
| Tax receivables | 451 | 451 | |
| Financial assets | 2,878 | 2,878 | |
| Total current assets | 344,627 | 344,627 | |
| TOTAL ASSETS | 560,714 | 28,718 | 589,432 |
| (Euro thousands) | At December 31, 2018 | Effects first-time application IFRS 16 |
At January 1, 2019 |
|---|---|---|---|
| Share capital | 49,722 | 49,722 | |
| Reserves | 62,969 | 62,969 | |
| Group net result | 31,119 | 31,119 | |
| Total Group net equity | 143,810 | 143,810 | |
| Minority interest net equity | 1 | 1 | |
| Total consolidated net equity | 143,811 | 143,811 | |
| LIABILITIES | |||
| Non-current liabilities | |||
| Provision for risks and charges | 1,169 | 1,169 | |
| Employee benefits | 5,702 | 5,702 | |
| Deferred tax liabilities | 3,582 | 3,582 | |
| Financial liabilities | 224,345 | 23,318 | 247,663 |
| Other liabilities | 11,833 | 11,833 | |
| Total non-current liabilities | 246,631 | 23,318 | 269,949 |
| Current liabilities | |||
| Trade payables | 106,895 | 106,895 | |
| Financial liabilities | 39,090 | 5,400 | 44,490 |
| Current tax payables | 2,270 | 2,270 | |
| Other liabilities | 22,017 | 22,017 | |
| Total current liabilities | 170,272 | 5,400 | 175,672 |
| TOTAL EQUITY AND LIABILITIES |
560,714 | 28,718 | 589,432 |
The application of the new standard IFRS 16 also had an impact on the net financial position summarised in the table below:
| NET FINANCIAL DEBT (Euro thousands) |
At December 31, 2018 |
Effects first-time application IFRS 16 |
At January 1, 2019 |
|---|---|---|---|
| A. Cash | 103,277 | 103,277 | |
| B. Other liquid assets | - | ||
| C. Securities held-for-trading | - | ||
| D. Liquidity (A) + (B) + (C) | 103,277 | 103,277 | |
| E. Current financial receivables | 2,878 | 2,878 | |
| F. Current bank payables | (96) | (96) | |
| G. Current portion of non-current debt | (35,496) | (35,496) | |
| H. Other current financial payables | (3,498) | (5,400) | (8,898) |
| I. Current financial debt (F) + (G) + (H) | (39,090) | (5,400) | (44,489) |
| J. Net current financial debt (I) + (E)+ (D) | 67,066 | (5,400) | 61,666 |
| K. Non-current bank payables | (159,492) | (159,492) | |
| L. Bonds | (53,578) | (53,578) | |
| M. Other non-current financial receivables and payables | (11,275) | (23,318) | (34,593) |
| N. Non-current financial debt (K) + (L) + (M) | (224,345) | (23,318) | (247,663) |
| O. Net financial debt (J)+(N) | (157,279) | (28,718) | (185,997) |
The table below shows the effects from the application of the new International Accounting Standard. on the consolidated income statement in H1 2019.
| Half Year |
|---|
| 2019 |
| 3,341 |
| 3,341 |
| (3,046) |
| 295 |
| (341) |
| (46) |
| 11 |
| (35) |
Some leasing contracts contain extension and termination options. These contractual terms are utilised in order to maximise the flexibility in the management of the contracts. The contractual extension and termination options may only be activated by the company and not by the lessor. Approx. 22% of the leasing contracts contain these options.
Reconciliation between contractual commitments at December 31, 2018 for the use of third-party assets and lease liability at January 1, 2019
(Euro thousands)
| Contractual commitments for the use of third-party assets at December 31, 2018 |
31,329 |
|---|---|
| Other changes | 1,174 |
| Commitments for variable lease payments | - |
| Commitments for non-lease items (services) | (1,156) |
| Nominal value of contractual commitments | 31,347 |
| Discounting effect | (2,694) |
| Net lease liability at January 1, 2019 | 28,652 |
The Half-Year Financial Report includes the financial statements of the Parent Company and of the subsidiaries, prepared on the basis of the underlying accounting records, appropriately adjusted in line with international accounting standards IAS/IFRS.
The companies included in the consolidation scope, with corporate information and consolidation method applied at June 30, 2019 are illustrated below.
| Company | Registered office | Share capital |
Net profit/(loss) |
Currency | Group holding |
Direct voting rights |
Consol. method |
|---|---|---|---|---|---|---|---|
| Parent company: | |||||||
| Aquafil S.p.A. | Arco (IT) | 49,722,417 | 4,242,400 | Euro | |||
| Subsidiary companies: | |||||||
| Aquafil SLO d.o.o. | Ljubjiana (SLO) | 50,135,728 | 3,254,263 | Euro | 100.00% | 100.00% | Line-by |
| Aquafil USA Inc. | Cartersville (USA) | 77,100,000 | 1,260,598 | US Dollar | 100.00% | 100.00% | line Line-by line |
| Tessilquattro S.p.A. | Arco (IT) | 3,380,000 | (281,580) | Euro | 100.00% | 100.00% | Line-by |
| Aquafil Jiaxing Co. Ltd | Jiaxing (CHN) | 355,093,402 | 22,345,685 | Chinese Yuan | 100.00% | 100.00% | line Line-by line |
| Aquafil UK Ltd | Ayrshire (UK) | 1,750,000 | (323,782) | UK Sterling | 100.00% | 100.00% | Line-by line |
| Aquafil CRO d.o.o. | Oroslavje (CRO) | 71,100,000 | 5,767,262 | Croatian Kuna | 100.00% | 100.00% | Line-by line |
| Aquafil Asia Pacific Co. Ltd | Rayoung (THA) | 53,965,000 | 304,626 | Baht | 99.99% | 99.99% | Line-by |
| Aqualeuna G.m.b.H. | Leuna (GER) | 2,325,000 | 99,048 | Euro | 100.00% | 100.00% | line Line-by |
| Aquafil Engineering G.m.b.H. | Berlin (GER) | 255,646 | 247,916 | Euro | 100.00% | 100.00% | line Line-by line |
| Aquafil Tekstil Sanayi Ve Ticaret A.S. |
Istanbul (TUR) | 1,512,000 | 157,744 | Turkish Lira | 99.99% | 99.99% | Line-by line |
|---|---|---|---|---|---|---|---|
| Borgolon S.p.A. | Varallo Pombio (IT) | 7,590,000 | (11,280) | Euro | 100.00% | 100.00% | Line-by |
| Aquafil Benelux France B.V.B.A. |
Harelbake (BEL) | 20,000 | 54,185 | Euro | 100.00% | 100.00% | line Line-by line |
| Cenon S.r.o. | Zilina (SLO) | 26,472,682 | (121,371) | Euro | 100.00% | 100.00% | Line-by |
| Aquafil Carpet Recycling #1, Inc. |
Phoenix (USA) | 250,000 | (2,123,425) | US Dollar | 100.00% | 100.00% | line Line-by line |
| Aquafil Carpet Recycling #2, Inc. |
Woodland California (USA) |
250,000 | (1,023,799) | US Dollar | 100.00% | 100.00% | Line-by line |
| Aquafil Oceania Ltd | Melbourne (AUS) | 49,990 | 58,617 | Australian Dollar |
100.00% | 100.00% | Line-by line |
| Aquafil India Private Ltd | New Dehli (IND) | 85,320 | 0 | Indian Rupee | 99.97% | 99.97% | Line-by line |
| Aquafil O'Mara Inc. | North Carolina (USA) | 10,026,671 | 622,871 | US Dollar | 100.00% | 100.00% | Line-by line |
At June 30, 2019 there are no associated companies included in the consolidation scope.
The only significant change in the consolidation scope of the Aquafil Group during the period was the full acquisition of the investment in O'Mara Inc. (now Aquafil O'Mara Inc.) with registered office in North Carolina, share capital of USD 10,026,671, by Aquafil USA Inc., as described in the "Business combinations" section below; the acquisition was completed on May 31, 2019 and the company was included in the Group consolidated financial statements from that date.
The main criteria adopted by the Group for the definition of the consolidation scope and the relative consolidation principles did not change compared to those applied for the consolidated financial statements at December 31, 2018, to which reference should be made.
The main criteria adopted by the Group for the definition of the consolidation scope and the relative consolidation principles are illustrated below.
The financial statements of subsidiaries are prepared in the primary currency in which they operate. The rules for the translation of financial statements of companies in currencies other than the functional currency of the Euro are as follows:
The exchange rates utilised for the conversion of these financial statements are shown in the table below:
| US Dollar | 1.1380 | 1.12978 | 1.1450 | 1.18095 | 1.1658 | 1.21035 |
|---|---|---|---|---|---|---|
| Croatian Kuna | 7.3973 | 7.41999 | 7.4125 | 7.41816 | 7.386 | 7.41782 |
| Chinese Yuan | 7.8185 | 7.66778 | 7.8751 | 7.80808 | 7.717 | 7.70859 |
| Turkish Lira | 6.5655 | 6.35616 | 6.0588 | 5.70767 | 5.3385 | 4.95655 |
| Baht | 34.897 | 35.71370 | 37.052 | 38.16436 | 38.565 | 38.41894 |
| UK Sterling | 0.89655 | 0.87363 | 0.89453 | 0.88471 | 0.8861 | 0.87977 |
| Australian Dollar | 1.6244 | 1.6003 | 1.622 | 1.57968 |
| June 2019 | December 2018 | June 2018 | ||||
|---|---|---|---|---|---|---|
| Period-end rate | Average rate | Period-end rate | Average rate | Period-end rate | Average rate |
Transactions in currencies other than the Euro are recognised at the exchange rate at the date of the transaction. Assets and liabilities denominated in currencies other than the Euro are subsequently adjusted to the exchange rate at the reporting date. Exchange differences are recognised to the income statement under "Exchange gains and losses".
Business combinations are recognised in accordance with IFRS 3 (2008), and IFRS 3 Revised. Specifically, business combinations are recognised using the acquisition method, where the purchase cost (consideration transferred) is equal to the fair value, at the acquisition date, of the assets sold and of the liabilities incurred or assumed, as well as any equity instruments issued by the purchaser. The purchase cost includes the fair value of any potential assets and liabilities.
The costs directly attributable to the acquisition are recorded in the income statement. The consideration transferred and allocated recognises the identifiable assets, liabilities and contingent liabilities of the purchase at their fair value at the acquisition date. Any positive difference between the consideration transferred, measured at fair value at the acquisition date, compared to the net value of the identifiable assets and liabilities of the purchase measured at fair value, is recognised as goodwill or, if negative, in the Income statement. Where the business combination was undertaken in several steps, on the acquisition of control the previous holdings are remeasured at fair value and any difference (positive or negative) recorded in the income statement. Any potential consideration is recognised at fair value at the acquisition date. Subsequent changes in the fair value of the potential consideration, classified as an asset or a liability, or as a financial instrument as per IFRS 9, are recorded in the Income statement. Potential consideration not within the scope of IFRS 9 is measured based on the specific IFRS/IAS standard. Potential consideration which is classified as an equity instrument is not remeasured, and, consequently is recorded under equity. Where the fair value of the assets, liabilities and contingent liabilities may only be determined provisionally, the business combination is recorded utilising these provisional values. Any adjustments, deriving from the completion of the valuation process, are recorded within 12 months from the acquisition date, restating the comparative figures.
In this context, we report that the purchase agreement was signed on May 31, 2019 for the acquisition of 100% of O'Mara Incorporated from the previous owners (the O'Mara family and some managers). The acquisition was completed through the American subsidiary Aquafil USA Inc.
O'Mara Incorporated, founded in 1970 and with registered office in Pennsylvania (USA), produces nylon, polypropylene and polyester fibres mainly in solution-dyed colours in its plant based in Rutherford College, North Carolina. In 2018, O'Mara reported turnover of USD 40.1 million with a margin in line with the Aquafil Group.
O'Mara's identity and market positioning are fully consistent with those of the Aquafil Group. This compatibility accelerates the globalization process of the textiles business, with positive effects also for the products ECONYL® and Dryarn®. O'Mara will provide access to a broader product range, thereby driving further development of the US market in the sectors of athletic apparel, hosiery, fashion and accessories.
As a result of the production activity in the USA, the Group will benefit also from the trade agreements between the US federal government and certain Central and South American countries (CAFTA), which allow for exemptions from US tariffs on apparel produced in the latter countries using yarns of US origin.
The purchase price of the company was comprised as follows:
| USD/000 | |
|---|---|
| Initial purchase price | 36,000 |
| Working Capital Purchase Price Adjustment* | 77 |
| Closing Date Cash on Hand Adjustment* | 78 |
| Final purchase price | 36,155 |
*these adjustments were defined between the parties with a specific communication of June 25, 2019
The fair value of the assets and liabilities at May 31, 2019 (transaction date) recognised as resulting from the acquisition based on IFRS 3, are shown below:
| USD / 000 | |
|---|---|
| Intangible assets | 148 |
| Property, plant & equipment | 16,976 |
| Financial assets | 13 |
| Inventories | 6,101 |
| Trade receivables | 4,624 |
| Cash and cash equivalents | 134 |
| Other receivables | 155 |
| Intercompany payables | -3,605 |
| Trade payables | -2,354 |
| Other payables | -1,363 |
| Deferred tax liabilities | -652 |
| Net assets acquired | 20,178 |
| Goodwill | 15,977 |
| Final purchase price | 36,155 |
Therefore, goodwill emerges of USD 15,977 thousand (Euro 14,040 thousand), recognised in the consolidated financial statements of the Group, attributable to the strong competitive position and profitability of the business acquired which may also benefit from future synergies within the Group. This goodwill will not be fiscally deductible. We report that the recoverability of this value was verified through a specific impairment test as described in the paragraph below.
The charges relating to the acquisition amount to Euro 938 thousand and were expensed as service costs.
The Fair value of the receivables acquired amounts to USD 4,669 thousand net of a doubtful debt provision of USD 46 thousand.
The business acquired contributed in the period May 31, 2019 to June 30, 2019 with revenues of USD 3.5 million, EBITDA of USD 802 thousand and Net profit of USD 623 thousand.
For disclosure purposes, for the period from January 1, 2019 to June 30, 2019 O'Mara Incorporated generated total revenues of Euro USD 18.7 million.
The total investment by the Group was USD 40.7 million as the Group acquired a building in addition to the equity investment, previously utilised by O'Mara through a rental contract for an amount of USD 4.5 million. These assets were therefore already included in the Fair value of the balances acquired at May 31, 2019.
Aquafil S.p.A. funded the acquisition through an unsecured privately placed bond subscribed on May 24, 2019 by a company of the US insurance group Prudential Financial Inc., for a total amount of Euro 40.0 million.
The new bond partially utilised the "Shelf facility" committed credit line already granted to the parent Aquafil S.p.A. on September 20, 2018 totalling USD 90 million. The same contractual conditions were applied to the bond as the loan of Euro 50 million renegotiated on September 20, 2018. The duration of the bond is 10 years, of which 3 years comprising a grace period with annual instalments. The interest rate applied is an annual fixed rate of 1.87% for the duration of the bond.
Aquafil S.p.A. financed the acquisition undertaken by its subsidiary Aquafil U.S.A. Inc. through a share capital increase of USD 45 million fully paid on May 24, 2019.
The impairment test (or the verification of the recoverability) assesses whether there exist any indications that an asset may have incurred a reduction in value. For goodwill and any other indefinite useful life intangible assets an assessment should be made at least annually that their recoverable value is at least equal to the book value and, when considered necessary, or rather in the presence of trigger events (IAS 16 paragraph 9), the impairment test must be undertaken more frequently.
The goodwill arising from the business combination described in the previous paragraph was therefore subject to a recoverability test as per IAS 36 as indicated also in note 6.2 "Goodwill" below. In particular, it is noted that the recoverable value of a non-current asset is based on the estimates and on the assumptions utilised for the determination of the cash flows from the activities subject to valuation and of the discount rate applied. Where it is considered that the book value of a non-current asset has incurred a loss in value, the asset is written-down up to the relative recoverable value, estimated with reference to its utilisation and any future disposal, based on the most recent business plans.
In assessing the recoverable value of property, plant and equipment, of investment property, of intangible assets and of goodwill, the Group generally applies the criterion of the value in use.
The value in use is the present value of the expected future cash flows to be derived from an asset. In defining the value in use, the expected future cash flows are discounted utilising a pre-tax rate that reflects the current market assessment of the time value of money, and the specific risks of the asset.
The estimated future cash flows utilised to determine the value in use is based on the most recent business plans, approved by management and containing forecasts for volumes, revenues, operating costs and investments.
These forecasts cover the period of the next three years; consequently, the cash flows relating to the subsequent years are determined on the basis of a growth rate which does not exceed the average growth rate for the sector and the country.
Where the book value of an asset is higher that its recoverable value a loss in value is recognised which is recorded in the income statement under "Amortisation, depreciation and write-downs".
The loss in value of a cash-generating unit (the Aquafil Group has only one CGU) are firstly attributed to the reduction in the carrying value of any goodwill allocated and, thereafter, to a reduction of other assets, in proportion to their carrying value.
When the reasons for the write-down no longer exist, the carrying value of the asset is restated through the income statement, in the account "Amortisation, depreciation & write-downs", up to the value at which the asset would be recorded if no write-down had taken place and amortisation or depreciation had been recorded.
The original value of the goodwill is not restated even when in subsequent years the reasons for the reduction in value no longer exist.
The tables below illustrate the breakdown of financial assets and liabilities of the Group required by IFRS 7, as per the categories identified by IAS 39, at June 30, 2019:
| Financial assets and liabilities measured at fair value through P&L |
Loans and receivables |
AFS financial assets |
Financial liabilities at amortised cost |
Total | |
|---|---|---|---|---|---|
| (Euro thousands) | |||||
| Current and non-current financial assets | 5 | 2,270 | 0 | 0 | 2,275 |
| Trade receivables | 42,973 | 42,973 | |||
| Tax receivables | 0 | 1,139 | 0 | 0 | 1,139 |
| Other current & non-current assets | 0 | 16,310 | 0 | 0 | 16,310 |
| Cash and cash equivalents | 0 | 89,032 | 0 | 0 | 89,032 |
| Total | 5 | 151,725 | 0 | 0 | 151,730 |
| Current and non-current financial liabilities | 1,161 | 0 | 0 | 352,924 | 354,085 |
| Trade payables | 0 | 0 | 0 | 89,377 | 89,377 |
| Other current and non-current liabilities | 0 | 0 | 0 | 35,754 | 35,754 |
| Total | 1,161 | 0 | 0 | 478,055 | 479,216 |
The other financial assets and liabilities are short-term and regulated at market interest rates and therefore the book value is considered to reasonably approximate fair value.
For the purposes of IFRS 8 – Operating Segments, Group activity is identifiable in a single operating segment.
In fact, the Group structure identifies a strategic and singular vision of the business and this representation is consistent with the manner in which management takes its decisions, allocates resources and defines the communication strategy. Dividing the business into separate divisions is therefore currently viewed as detrimental to its economic interests.
The breakdown in the account and changes in the period were as follows:
| (Euro thousands) | Patents & property rights - Know-how |
Trademks., con. and licenses |
Other intangible assets |
Intangible assets in progress |
Non Contractual Customer relationships |
Total |
|---|---|---|---|---|---|---|
| Balance at 31/12/2017 | 1,204 | 596 | 2,692 | 3,289 | 0 | 7,781 |
| Increases | 0 | 345 | 2,972 | 1,738 | 5,779 | 10,834 |
| Decreases | 0 | (12) | 0 | 0 | 0 | (12) |
| Amortisation | (450) | (226) | 0 | (1,404) | (482) | (2,562) |
| Reclassifications | 52 | (24) | 0 | (37) | 0 | (9) |
| Exchange differences | 5 | (45) | (40) | |||
| Balance at 31/12/2018 | 804 | 680 | 5,665 | 3,592 | 5,253 | 15,992 |
| of which: | ||||||
| - Historical cost | 5,220 | 4,710 | 13,646 | 5,663 | 5,730 | 34,969 |
| - Accumulated amortisation | (4,416) | (4,030) | (10,054) | 0 | (477) | (18,978) |
| Increases | 0 | 50 | 0 | 2,269 | 0 | 2,319 |
| Decreases | 0 | 0 | (7) | 0 | 0 | (7) |
| Amortisation | (225) | (147) | (604) | 0 | (368) | (1,343) |
| Change in consolidation scope | 0 | 0 | 130 | 0 | 0 | 130 |
| Exchange differences | 0 | 0 | 1 | 0 | 45 | 46 |
| Balance at 30/06/2019 | 581 | 583 | 3,111 | 7,933 | 4,930 | 17,138 |
| of which: | ||||||
| - Historical cost | 5,221 | 5,119 | 13,772 | 7,933 | 5,771 | 37,817 |
| - Accumulated amortisation | (4,641) | (4,536) | (10,661) | 0 | (842) | (20,679) |
The investments in the period, totalling Euro 2.3 million, mainly refer to the collaboration agreement with the US company Genomatica Inc. for the development of caprolactam production biotechnology that uses renewable raw materials for Euro 1.4 million and Information and Communication Technology for Euro 0.7 million.
As described in the "Business combination" paragraph, the company acquired the business of the US company O'Mara Incorporated.
This acquisition generated goodwill of Euro 14,040 thousand which was allocated to the only CGU identified corresponding to the entire Aquafil Group. This choice was taken as the company acquired will gradually become an integral part of the Group and its processes and therefore may not be identified as a cash generating unit which is significantly independent of other Group operations.
This value represents the excess between the consideration transferred, measured at fair value at the acquisition date, compared to the net value of the identifiable assets and liabilities of the purchase measured at fair value.
After initial recognition the goodwill is not amortised but subject to an annual impairment test as described in the previous paragraph "Impairment test - verification of recoverability".
In accordance with the provisions of IAS 36 the Group therefore undertook a specific impairment test in order to verify the recoverability of the goodwill recognised.
The impairment test was carried out determining the value in use with the discounted cash flow method (DCF) net of income taxes in line with the post-tax discount rate utilised.
The cash flows utilised for the application of the DCF were those included in the 2019-2021 Industrial Plan approved by the BoD in February 2019. The growth rate applied (g) is equal to 1.6%.
The growth rate utilised is in line with the estimates of the International Monetary Fund and of the principal market analysts and prudently did not utilise the increases deriving from growth estimates of the countries in South-east Asia and China, countries in which the Group operates.
The discounting of the cash flows was carried out on the basis of a weighted average cost of capital which reflects the current market assessment of the cost of money. The value identified was 7.2%.
A sensitivity analysis was also carried out in order to determine the change to the value assigned to the base assumptions which, after having considered any amendments as a result of this change on the other variables utilised, renders the recoverable value of the CGU equal to its carrying amount.
This analysis illustrated that only significant variations in the achievement of the business objectives, in the level of interest rates and in the perpetual growth rate would reduce the recoverable value to a level close to the book value.
From the impairment test carried out therefore no adjustments are required to the value of the goodwill.
The breakdown in the account and changes in the period were as follows:
| Land & buildings |
Plant & mach. |
Equipment | Other assets |
Assets in progress |
Investment property |
Right-of-Use First time application IFRS 16 |
Total | |
|---|---|---|---|---|---|---|---|---|
| (in Euro thousands) | ||||||||
| Balance at 31/12/2017 | 52,128 | 73,726 | 673 | 1,869 | 25,530 | 153,926 | ||
| Increases | 2,457 | 15,685 | 259 | 986 | 41,493 | 60,880 | ||
| Decreases | (501) | (1,549) | (29) | (86) | (1,484) | (3,649) | ||
| Depreciation | (3,246) | (19,581) | (321) | (642) | 0 | (11) | (23,802) | |
| Reclassifications | 2,824 | 22,539 | 39 | 20 | (25,763) | 350 | 9 | |
| Write-downs | 0 | 1,244 | 0 | 0 | 0 | 0 | 1,244 | |
| Change in consolidation scope | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Exchange differences | 3 | (475) | 2 | 46 | (523) | 0 | (1,049) | |
| Balance at 31/12/2018 | 53,665 | 92,540 | 624 | 2,195 | 40,299 | 339 | 189,661 | |
| of which: | ||||||||
| - Historical cost | 103,143 | 393,391 | 10,876 | 6,301 | 40,299 | 755 | 554,766 | |
| - Accumulated depreciation | (49,479) | (300,850) | (10,252) | (4,107) | 0 | (417) | (365,105) | |
| IFRS 16 effect at 01/01/2019 | 28,718 | 28,718 | ||||||
| of which: | ||||||||
| Increases | 953 | 2,692 | 4 | 301 | 26,507 | 0 | 2,976 | 33,433 |
| Decreases | 0 | (15) | (1) | (17) | 0 | (2) | 0 | (36) |
| Depreciation | (1,687) | (9,990) | (127) | (373) | 0 | (6) | (3,046) | (15,228) |
| Reclassifications | 132 | 6,056 | 5 | 0 | (6,193) | 0 | 0 | 0 |
| Write-downs | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Change in consolidation scope | 3,990 | 10,378 | 0 | 449 | 101 | 0 | 0 | 14,918 |
| Exchange differences | 119 | 252 | 2 | 11 | 144 | 0 | 9 | 537 |
| Balance at 30/6/2019 | 57,171 | 101,913 | 508 | 2,566 | 60,858 | 331 | 28,656 | 252,002 |
| of which: | ||||||||
| - Historical cost | 108,376 | 440,626 | 10,883 | 8,920 | 60,858 | 750 | 31,692 | 662,104 |
| - Accumulated depreciation | (51,205) | (338,713) | (10,376) | (6,354) | 0 | (419) | (3,037) | (410,103) |
The investments in the period, amounting to Euro 33.4 million, relate to the increase in the regenerated ECONYL® caprolactam production capacity, also through the construction of two Carpet Recycling plant at Phoenix and Sacramento for Euro 10.8 million, the expansion of the production capacity in the United States for Euro 7.6 million, upgrading logistical and warehousing efficiency for Euro 3.7 million, of which Euro 2.3 million "Right-of-Use" relating to real estate, production and industrial efficiency improvement projects for Euro 2.8 million and technological upgrading and improvements of existing plant for the remainder.
The increase relating to the "change in the consolidation scope" for Euro 14,918 thousand refers to the business combination described in the specific paragraph above.
At June 30, 2019 the Group did not identify any impairment indicators relating to property, plant and equipment.
As illustrated in the column in the table above, the first-time application of IFRS 16, with the modified retrospective approach, resulted in the recognition at January 1, 2019 of right-of-use assets under non-current assets relating to the lease contracts. In particular this refers to buildings, equipment and transport and motor vehicles as illustrated in the table below.
| (Euro thousands) | Right-of-use buildings |
Right- of-use equipment and |
Right-of-use motor vehicles |
Total |
|---|---|---|---|---|
| Balance 01/01/2019 | 24,482 | transport vehicles 4,232 |
5 | 28,718 |
| of which: | ||||
| - Historical cost | 24,482 | 4,232 | 5 | 28,718 |
| - Accumulated depreciation | 0 | 0 | 0 | 0 |
| Increases | 2,327 | 446 | 203 | 2,976 |
| Decreases | 0 | 0 | 0 | 0 |
| Depreciation | (2,466) | (567) | (14) | (3,046) |
| Exchange differences | 8 | 1 | 0 | 9 |
| Balance at 30/6/2019 | 24,351 | 4,112 | 193 | 28,656 |
| of which: | ||||
| - Historical cost | 26,808 | 4,676 | 207 | 31,692 |
| - Accumulated depreciation | (2,457) | (566) | (14) | (3,037) |
The breakdown of the account is shown below (including current and non-current):
| (Euro thousands) | At June 30,2019 | At December 31, 2018 |
|---|---|---|
| Receivables from parent companies | 234 | 0 |
| Equity investments in group companies | 1 | 1 |
| Equity investments in other companies | 18 | 18 |
| Escrow bank deposits | 1,568 | 2,919 |
| Current and non-current financial receivables | 370 | 255 |
| Receivables from related parties | 79 | 79 |
| Derivative financial instruments | 6 | 11 |
| Total | 2,275 | 3,282 |
| of which current | 1,525 | 2,878 |
| of which non-current | 750 | 404 |
Investments in other companies relates to minor holdings.
The "Escrow bank deposits", amounting to Euro 1,568 thousand, were taken out almost exclusively by Aquafil Engineering GMBH, to guarantee the delivery of specific orders. The decrease on the previous year reflects normal operating developments and the delivery timings of the individual orders.
"Receivables from other parent companies" refer to guarantee deposits paid by Aquafin Holding S.p.A. and Aquafil S.p.A. over a multi-year lease contract for the property located in viale dell'Industria – Verona.
"Receivables from other related parties" refer to guarantee deposits paid by Tessilquattro S.p.A. and Aquafil S.p.A. to Aquaspace S.p.A. over a multi-year lease contract for the property located in Via del Garda 40 - Rovereto.
The amount mainly relates to the receivable of the parent company Aquafil S.p.A. and Aquafil SLO d.o.o. from the European Union related to the "Effective" project, co-ordinated by Aquafil and funded by Bio-Based Industries Joint Undertaking (BBI JU) as part of the European Horizon 2020 research programme, with the entire chain (from raw material manufacturers to brands) involved in validating the use of bio Nylon 6 and other bio-polymer consumer market products. In particular, with the signing of the agreement an overall contribution of Euro 3.3 million was stipulated, with deferred income recognised under Other liabilities (Note 6.15). The receivable is reduced by the payments received from the European Union, which have been substantially recognised according to the projects state of advancement. At June 30, 2019, the residual receivable amounted to Euro 2.1 million.
The changes in the account were as follows:
| (Euro thousands) | At June 30,2019 | At December 31,2018 |
|---|---|---|
| Raw materials, ancillary and consumables | 73,042 | 81,713 |
| Finished products and goods | 120,480 | 107,962 |
| Advances | 204 | 4 |
| Total | 193,726 | 189,678 |
Inventories are recorded net of the obsolescence provision amounting to Euro 510 thousand and relates to slow moving prior year stock.
Inventories increased in the period also due to the business combination as already described in the specific paragraph.
The changes in the account were as follows:
| (Euro thousands) | At June 30,2019 | At December 31,2018 |
|---|---|---|
| Customers | 45,542 | 36,636 |
| Parent, associates and other related parties | 30 | 66 |
| Doubtful debt provision | (2,599) | (2,656) |
| Total | 42,973 | 34,046 |
The following table provides a breakdown of trade receivables at June 30, 2018, grouped by due date and net of the doubtful debt provision:
| (Euro thousands) | At June 30, 2019 |
Not yet due | Overdue within 30 days |
Overdue between 31 and 90 days |
Overdue between 91 and 120 days |
Overdue beyond 120 days |
|---|---|---|---|---|---|---|
| Guaranteed trade receivables (a) | 38,463 | 33,956 | 2,892 | 1,263 | 48 | 305 |
| Non-guaranteed trade receivables (b) | 6,537 | 3,366 | 392 | 2,478 | 22 | 279 |
| Non-guaranteed trade receivables impaired (c) | 571 | 125 | 120 | 0 | 0 | 327 |
| Trade receivables before doubtful debt provision [(a)+(b)+(c)] |
45,571 | 37,446 | 3,404 | 3,740 | 70 | 911 |
| Doubtful debt provision | (2,599) | (2,559) | 0 | 0 | 0 | (40) |
| Trade receivables | 42,973 | 34,887 | 3,404 | 3,740 | 70 | 871 |
Trade receivables increased in the period also due to the business combination as already described in the specific paragraph.
Current tax receivables refer for Euro 1,139 thousand almost entirely refer to advances paid for Regional Production Tax (IRAP) on the Italian companies.
The changes in the account were as follows:
| (Euro thousands) | At June 30,2019 | At December 31,2018 |
|---|---|---|
| Tax receivables | 5,097 | 6,301 |
| Supplier advances | 1,005 | 702 |
| Pension and social security institutions | 167 | 133 |
| Employee receivables | 162 | 290 |
| Tax receivables from parent | 1,644 | 1,859 |
| Other receivables | 1,249 | 2,522 |
| Prepayments and accrued income | 4,794 | 2,489 |
| Total | 14,119 | 14,297 |
The following is specified in relation to the above items:
The account is comprised of:
| (Euro thousands) | At June 30,2019 | At December 31,2018 |
|---|---|---|
| Cash and equivalents | 25 | 24 |
| Bank and postal deposits | 89,008 | 103,254 |
| Total | 89,032 | 103,277 |
The item mainly relates to the balance at year-end of the Group companies current accounts.
The breakdown of cash and cash equivalents in Euro of foreign currencies is illustrated in the table below:
| (Euro thousands) | At June 30, 2019 |
|---|---|
| EUR | 69,368 |
| HRK | 26 |
| TRL | 27 |
| USD | 7,962 |
| THB | 2,579 |
| CNY | 8,842 |
| GBP | 157 |
| AUD | 72 |
| Total | 89,032 |
At June 30, 2019, the Parent Company Aquafil S.p.A.'s authorised share capital amounted to Euro 50,676 thousand, whose subscribed and paid-up capital amounts to Euro thousand, while the unsubscribed and unpaid portion relates to: (i) an amount of Euro 149 thousand as the residual capital increase in service of Aquafil Market Warrants and (iii) an amount of Euro 800 thousand for the capital increase in service of Aquafil Sponsor Warrants.
The subscribed and paid-up share capital is divided into 51,218,794 shares without nominal value divided into:
The detailed breakdown of Aquafil S.p.A.'s subscribed and paid-up share capital at June 30, 2019 is shown below:
| Type of shares | No. shares | % of Share Capital | Listing |
|---|---|---|---|
| Ordinary | 42,822,774 | 83.61% | MTA, STAR Segment |
| Class B | 8,316,020 | 16.24% | Non-listed |
| Class C | 80,000 | 0.15% | Non-listed |
| Total | 51,218,794 | 100% |
The movement in the share capital indicated in the Statement of changes in shareholders' equity of Euro 50 thousand relates to the conversion of the Market Warrants in the year.
On the basis of communications sent to the National Commission for Companies and the Stock Exchange "CONSOB", and received by the Company pursuant to Article 120 of Legislative Decree No. 58 of February 24, 1998, as well as the effect of the conversion of Market Warrants in the year, holders of a significant shareholding as at June 30, 2019 - i.e. considering Aquafil S.p.A.'s qualification as an SME pursuant to Article 1(w-quater.1) of the CFA and with a shareholding greater than 5% of the Aquafil S.p.A. voting share capital - are as follows:
| The declarant or subject at the top of the equity chain |
Direct shareholder | Type of shares | No. shares | Number Voting rights |
|---|---|---|---|---|
| GB&P S.r.l. | Aquafin Holding S.p.A. | Ordinary | 21,385,216 | 21,385,216 |
| Class B | 8,316,020 | 24,948,060 | ||
| Total | 29,701,236 | 46,333,276 | ||
| Holding | 57.99% | 68.37% |
The following were initially issued on listing:
On June 30, 2019, 2,014,322 Aquafil Market Warrants were converted (with the assignment of 498,716 Conversion Shares) and therefore the number of Market Warrants still in circulation totalled 5,485,662.
At June 30, 2019, no Aquafil Sponsor Warrants have been converted.
The legal reserve at June 30, 2019 was equal to Euro 517 thousand; the increase of Euro 509 thousand was approved by the Shareholders' Meeting of April 24, 2019 which allocated to this reserve one twentieth of the profit for the year 2018.
The translation reserve includes all the differences arising from the translation into Euro of the subsidiaries' financial statements included in the consolidation scope expressed in foreign currency.
The item amounted to Euro 19,975 thousand at June 30, 2019 and is derived from the merger transaction between Aquafil S.p.A. and Space 3 S.p.A. in 2017.
The item amounted to Euro 3,287 thousand at June 30, 2019 as a decrease in shareholders' equity and relates to the costs incurred in the previous year for the listing and thereafter the share capital increase.
The item amounts to Euro 2,389 thousand and represents the conversion effects from Italian GAAP to IFRS.
At June 30, 2019, it was equal to a Euro 711 thousand reduction in shareholders' equity and includes the actuarial effects at that date of severance indemnities and all the other benefits for employees of Group companies.
At June 30, 2019 the account amounts to Euro 78,956 thousand and represents the results generated by the Aquafil Group in previous years (including pre-merger with Spac3 in 2017) net of the distribution of dividends as illustrated in the paragraph below.
The Ordinary Shareholders' Meeting on April 24, 2019 approved the distribution of a gross dividend of Euro 0.24 for each ordinary share and for class B shares, while the class C shares by their nature do not receive the dividend. This dividend per share amounts to a total dividend of Euro 12.273 million, equal to a payout ratio of 40.7% of the 2018 net profit.
As illustrated in paragraph "3 Consolidation scope" and consolidation criteria, the minority interests shareholders' equity substantially reduced to zero.
The account is comprised of:
| (Euro thousands) | |
|---|---|
| Balance at December 31, 2018 | 5,702 |
| Interest expense | 22 |
| Advances and settlements | (217) |
| Actuarial gains/(losses) | 206 |
| Balance at December 31, 2018 | 5,713 |
The post-employment benefits provision includes the effects of discounting as required by the IAS 19 accounting standard.
The following is a breakdown of the main economic and demographic assumptions used for actuarial valuations:
| Financial assumptions | June 30, 2019 |
|---|---|
| Discount rate | 0.35% |
| Rate of inflation | 1.50% |
| Annual increase in employee leaving indemnity | 2.63% |
| Demographic assumptions | |
| Death | The RG48 mortality tables published by the General State Controller |
| Disability | INPS tables by age and gender |
| Retirement | 100% on satisfying AGO requirements |
| Annual frequency of Turnover and leaving indemnity | |
| advances Frequency advances | 4.50% |
| Frequency turnover | 2.50% |
It should be noted that the bond's financial average duration at June 30, 2019 is approximately 8 years.
The account is comprised of:
| (Euro thousands) | At June 302019 | current portion | At December 31, 2018 | current portion |
|---|---|---|---|---|
| Medium/long term bank loans | 216,276 | 45,822 | 194,193 | 34,421 |
| Accrued interest on Medium/long term bank loans | 390 | 390 | 114 | 114 |
| Accessory charges on medium/long-term bank loans | (545) | (243) | (536) | (256) |
| Total medium/long-term loans | 216,121 | 45,968 | 193,771 | 34,279 |
| Bonds | 94,485 | 693 | 54,844 | 719 |
| Deferred income - Bonds | 651 | 651 | 587 | 587 |
| Accessory charges on bonds | (699) | (89) | (636) | (89) |
| Total bond loan | 94,436 | 1,254 | 54,795 | 1,217 |
| Lease liability | 40,519 | 8,397 | 12,577 | 1,782 |
| Financing payables to Finest S.p.A. | 1,716 | 1,716 | 1,716 | 1,716 |
| Liabilities for derivative financial instruments | 1,161 | 0 | 481 | 0 |
| Other lenders and banks – short term | 132 | 132 | 96 | 96 |
| Shareholder loan | 0 | 0 | 0 | 0 |
| Total | 354,085 | 57,467 | 263,435 | 39,090 |
This item refers to payables relating to loan and financing agreements obtained from credit institutions. These agreements envisage the payment of interest at a variable rate, typically linked to the Euribor rate for the period plus a spread, or at fixed rates.
| Original amount |
Granted | Maturity | Rate applied | June 30, 2019 |
current portion |
|
|---|---|---|---|---|---|---|
| (Euro thousands) | ||||||
| Mediobanca (*) | 15,000 | 2015 | 2019 | 2.41% fixed (**) | 5,000 | 5,000 |
| Banca Intesa () Banca Intesa () |
10,000 15,000 |
2016 2018 |
2021 2024 |
1.15% fixed () until 19/6/18 eu+0.95% - from 20/06 1.15% fixed () |
5,000 15,000 |
2,500 3,000 |
| Mediocredito Trentino Alto Adige | 3,000 | 2017 | 2021 | 0.901% fixed | 2,009 | 1,000 |
| Banca Nazionale del Lavoro (*) | 7,500 | 2018 | 2024 | 1.4% fixed | 7,500 | 1,364 |
| Banca Nazionale del Lavoro (*) | 12,500 | 2018 | 2024 | 1.25% fixed | 12,500 | 2,273 |
| Credito Valtellinese (*) | 15,000 | 2018 | 2023 | 1% fixed | 15,000 | 1,054 |
| Deutsche Bank (*) | 5,000 | 2016 | 2020 | IRS 4 years + 0.60% fixed | 1,575 | 1,259 |
| Credit Agricole Friuladria (ex Banca Popolare Friuladria) |
4,200 | 2016 | 2021 | 1.27% fixed (**) | 2,121 | 1,055 |
| Banca di Verona | 3,000 | 2019 | 2024 | 1.30% fixed | 3,000 | 0 |
| Medium/long term bank loans - fixed rate | 68,705 | 18,505 | ||||
| Banca Popolare di Milano | 5,000 | 2016 | 2019 | Euribor 3 months + 0.60% | 839 | 839 |
| Banca Popolare di Milano (*) | 25,000 | 2018 | 2025 | Euribor 3 months + 0.90% (**) | 25,000 | 2,239 |
| Banca Popolare di Milano | 15,000 | 2019 | 2024 | Euribor 3 months + 1.05% (**) | 15,000 | 0 |
| Cassa Risparmio di Bolzano (*) | 20,000 | 2018 | 2024 | Euribor 3 months + 0.85% | 20,000 | 1,962 |
| Regions Bank (*) | 13,140 | 2014 | 2020 | Libor+ variable margin | 4,514 | 1,935 |
| Regions Bank (*) | 6,638 | 2013 | 2020 | Libor + 1.70% | 1,352 | 954 |
| Wells Fargo Bank | 750 | 2014 | 2019 | Libor + 1.75% | 79 | 154 |
| Cassa Centrale Banca – Credito Cooperativo del Nord Est (ex Casse rurali trentine) |
5,000 | 2017 | 2021 | Euribor 6 months + 1.50% | 3,155 | 1,881 |
| Cassa Centrale Banca – Credito Cooperativo del Nord Est (ex Casse rurali trentine) |
15,000 | 2019 | 2024 | 1.25% fixed | 15,000 | 0 |
| Banca di Verona | 3,500 | 2016 | 2022 | Euribor 3 months + 1.80% | 2,110 | 636 |
| Banca di Verona | 15,000 | 2017 | 2024 | Euribor 3 months + 2% | 12,623 | 3,038 |
| Banca Popolare Emilia Romagna | 5,000 | 2016 | 2020 | Euribor 3 months + 0.95% | 1,688 | 1,264 |
| Banca Popolare Emilia Romagna | 5,000 | 2017 | 2022 | Euribor 6 months + 1% | 3,973 | 1,242 |
| Deutsche Bank (*) | 5,000 | 2018 | 2023 | Euribor 3 months + 1.20% | 5,000 | 625 |
| Credit Agricole Friuladria (ex Banca Popolare Friuladria) (*) |
10,000 | 2017 | 2024 | Euribor 3 months + 1.30% (**) | 9,113 | 1,787 |
| Credito Valtellinese | 3,000 | 2017 | 2022 | Euribor 3 months + 0.90% | 1,965 | 599 |
| Banca Intesa (ex Veneto Banca) | 3,000 | 2017 | 2021 | Euribor 6 months + 0.90% | 1,326 | 755 |
| Monte dei Paschi (*) | 15,000 | 2018 | 2023 | Euribor 6 months + 0.80% | 15,000 | 3,750 |
| Crediti Emiliano | 5,000 | 2018 | 2021 | Euribor 1 month + 0.65% | 3,893 | 1,665 |
| Cassa Rurale Raiffeisen Alto Adige | 3,000 | 2017 | 2022 | Euribor 3 months + 0.90% | 2,074 | 748 |
| Banca Popolare di Sondrio | 5,000 | 2017 | 2022 | Euribor 1 month + 0.80% | 3,868 | 1,244 |
| Medium/long term bank loans - variable rate |
147,571 | 27,316 | ||||
| Accrued interest on medium/long term bank loans |
390 | 390 | ||||
| Accessory charges on medium/long-term bank loans |
(545) | (243) | ||||
| Medium/long term bank loans - fixed and variable rate |
216,121 | 45,968 |
* Loans that provide for compliance with financial covenants
** Variable-rate loan to which an interest rate swap contract is linked under which interest to be paid to the bank is fixed and equal to the value shown in the table
It should be noted that certain loan agreements provide for compliance with financial and equity covenants, as summarised below:
| Loan | Period | Parameter | Reference | Limit |
|---|---|---|---|---|
| Banca Friuladria | annually | Net Debt / Net Equity | Group | ≤ 2.50 |
| annually | Net debt / EBITDA net of lease costs | ≤ 3.75 | ||
| Banca Intesa | annually | Net Debt / Net Equity | Group | ≤ 2.50 |
| annually | Net Debt / EBITDA | ≤ 3.75 | ||
| Cassa di risparmio di Bolzano annually | Net Debt / Net Equity | ≤ 2.50 | ||
| annually | Net Debt / EBITDA | ≤ 3.75 | ||
| Banca Nazionale del Lvoro | half-yearly | Net Debt / Net Equity | Group | ≤ 2.50 |
| half-yearly | Net Debt / EBITDA | ≤ 3.75 | ||
| Mediobanca | half-yearly | Net debt / Net equity* | Group | ≤ 2.50 |
| half-yearly | Net Debt / EBITDA | ≤ 3.75 | ||
| half-yearly | EBITDA / Financial charges | ≥ 3.50 | ||
| Banca Popolare di Milano | annually | Net Debt / EBITDA | Group | ≤ 3.75 |
| annually | Net Debt / Net Equity | ≤ 2.50 | ||
| Credito Valtellinese | annually | Net Debt / EBITDA | Group | < 3.75 |
| annually | Net Debt / Net Equity | < 2.50 | ||
| Deutsche Bank | annually | Net Debt / EBITDA | Group | ≤ 3.75 |
| annually | Net Debt / Net Equity | ≤ 2.50 | ||
| annually | EBITDA / Financial charges | > 3.50 | ||
| Monte dei paschi | annually | Net Debt / EBITDA | Group | ≤ 3.75 |
| annually | Net Debt / Net Equity | ≤ 2.50 | ||
| Cassa Centrale C.R. Trentine | annually | Net Debt / EBITDA | Group | ≤ 3.75 |
| annually | Net Debt / Net Equity | ≤ 2.50 | ||
| Regions Bank | half-yearly | EBITDA net of lease costs / financial charges+lease costs | Aquafil USA | ≥ 1.15 |
| half-yearly | Net Debt / EBITDA net of lease costs | ≤ 3.50 |
At June 30, 2019 all financial covenants have been complied with.
There are no mortgages recorded on corporate assets for loans and financing granted, while the only secured guarantee granted by Group companies is represented by a pledge issued by Aquafil USA Inc. on the company's plants for two loans granted in 2013 and 2014 by Regions Bank (both with maturity in 2020) , whose total residual debt in euro equivalent amounted to Euro 5.9 million as at 30/06/2019.
The company had issued three fixed-rate bond loans for an original total value of Euro 95 million.
An initial bond, of Euro 5 million ("Bond Loan A") was issued on November 23, 2015 and subscribed by La Finanziaria Internazionale Investments S.G.R. on behalf of the Strategic Fund of the Trentino-Alto Adige Region.
The second bond loan was initially issued on June 23, 2015 and subsequently renegotiated for improved conditions with transaction completed on September 20, 2018, without that this resulted in a change in the cash flows such as to assess the instrument, based on the provisions of IFRS 9, as a new financial asset. This bond loan is of a total value of Euro 50 million (hereafter the "Bond Loan B") and, within the above-stated renegotiation on the basis of the improved rating of Aquafil S.p.A. post-listing, the fixed interest rate was reduced to 3.70%. The final installment of the new repayment plan is due on September 20, 2028, with the first of 7 equal annual instalments of Euro 7.1 million due on September 20, 2022. In addition to the improved conditions, Aquafil was granted an additional "Shelf Facility" committed line, utilisable up to a maximum of approx. USD 90 million.
The third bond was issued on May 24, 2019 for a total of Euro 40 million (hereafter the "C Bond"), and the repayment plan provides for the first of 7 annual instalments from May 24, 2023, a fixed interest rate equal to 1.87%, and the above Self-Facility available was utilised therefore for a similar amount. The bond was issued to fund the Aquafil O'Mara Inc. business combination as described in the specific paragraph.
The following table summarises the main characteristics of the aforementioned bond loans:
| Bond loan | Total Nominal Value |
Issue date | Maturity date | Capital portion repayment plan | Fixed interest rate |
|---|---|---|---|---|---|
| Bond loan A | 5,000,000 | 23/11/2015 | 23/06/2025 | 15 half-yearly instalments from 31/01/2018 3.75% | |
| Bond loan B | 50,000,000 | 20/09/2018 | 20/09/2028 | 7 annual instalments from 20/09/2022 3.70% | |
| Bond loan C | 40,000,000 | 24/05/2019 | 24/05/2029 | 7 annual instalments from 24/05/2023 1.87% |
Bond loans envisage compliance with the following financial covenants, as contractually defined, to be calculated annually on the basis of the Group's consolidated financial statements:
| Bond loan A | ||
|---|---|---|
| Financial parameters | Parameter | 2019 |
| Leverage Ratio (*) | Net Debt / EBITDA | ≤ 3.75 |
| Net Debt Ratio | Net Debt / Net Equity | ≤ 2.50 |
| Bond loan B - C | ||
|---|---|---|
| Financial parameters | Parameter | Covenant limit |
| Interest Coverage Ratio | EBITDA / Net financial charges | > 3.50 |
| Leverage Ratio (*) | Net Debt / EBITDA | < 3.75 |
| Net Debt Ratio | Net Debt / Net Equity | Minimum Net Equity threshold levels (2.50% at June 30, 2019) |
(*) This indicator must be calculated with reference to the 12-month period which terminates on December 31 and June 30 for all years applicable.
Non-compliance with just one of the above financial parameters, where not resolved within the contractual deadlines provided, would constitute a circumstance for the bond loan's compulsory early repayment. Moreover, with reference to Bond Loan A, this presents optional early repayment clauses in favour of the company.
As at June 30, 2019, financial covenants on bond loans were complied with. The terms and conditions of the above bond loans also envisage, as is customary for financial transactions of this type, a structured series of commitments to be borne by the Company and Group companies ("Affirmative Covenants") and a series of limitations on the possibility of carrying out certain transactions, if not in compliance with certain financial parameters or specific exceptions provided for by the agreement with the bondholders ("Negative Covenants"). Specifically, there are in fact certain limitations on the assumption of financial debt, on carrying out certain investments and on acts of disposal of corporate assets. To ensure the timely and correct fulfilment of obligations arising on account of the parent company from the issue of securities, the companies Aquafil Usa Inc. and Aquafil SLO d.o.o. have issued joint corporate guarantees in favour of underwriters, while the guarantees originally issued by Tessilquattro S.p.A. and Aquafiil CRO d.o.o. were cancelled.
The lease liability which amounts to Euro 40.5 million includes Euro 29.6 million relating to the adoption of IFRS 16, as already described in detail in the paragraph "IFRS 16 Leases", to which reference should be made. The operating and finance lease liability also includes the finance lease contract with the company Trentino Sviluppo S.p.A., involving the building in Arco (TN). The contract in question was entered into in December 2007 and expires in November 2022. At June 30, 2019, the residual capital relating to financial leasing contracts totalled Euro 10,440 thousand. The contract is regulated at the 6-month Euribor rate plus a spread of 0.50%.
The account is comprised of:
| (Euro thousands) | At June 30,2019 | At December 31,2018 |
|---|---|---|
| Agents' supplementary indemnity provision and others | 1,008 | 904 |
| Guarantee fund on client engineering orders | 297 | 266 |
| Total | 1,305 | 1,169 |
The account is comprised of:
| (Euro thousands) | At June 31,2019 | current portion | At December 30, 2018 | current portion |
|---|---|---|---|---|
| Employee payables | 12,401 | 12,401 | 12,913 | 12,913 |
| Social security payables | 3,021 | 3,021 | 3,014 | 3,014 |
| Payables to parent for income taxes | 230 | 230 | 230 | 230 |
| Tax payables | 2,141 | 2,141 | 1,980 | 1,980 |
| Other payables | 843 | 843 | 541 | 541 |
| Accrued liabilities and deferred income | 17,117 | 3,519 | 15,172 | 3,340 |
| Total | 35,754 | 22,155 | 33,850 | 22,017 |
The most significant changes refer to:
The account is comprised of:
| (Euro thousands) | At June 30,2019 | At December 31, 2018 |
|---|---|---|
| Trade payables | 84,115 | 95,927 |
| Payables to parent, associates and other related parties | 921 | 762 |
| Payments on account | 4,342 | 10,206 |
| Total | 89,377 | 106,895 |
This value includes payables related to the normal conduct of commercial activity by the Group, in particular, the purchase of raw materials and external processing services.
We recall that trade payables also include purchases following the business combination described previously in the specific paragraph.
It should also be noted that at the above date, there were no debts falling due over five years in the balance sheet.
Current tax payables of Euro 1,669 thousand mainly relate to Euro 1,025 thousand for IRAP tax payables and Euro 644 thousand for payables related to current taxes of non-Italian companies in the Aquafil Group.
The breakdown of revenues is shown below:
| (Euro thousands) | Half Year 2019 | Half Year 2018 |
|---|---|---|
| Italy | 56,527 | 60,670 |
| EMEA (*) | 120,011 | 134,088 |
| North America | 62,006 | 47,975 |
| Asia and Oceania | 47,593 | 48,313 |
| Rest of the world | 530 | 245 |
| Total | 286,667 | 291,291 |
(*) Excluding Italy
Aquafil's production and marketing activities are organized into three product areas, textile flooring yarns (Bulk Continuous Filaments, or BCF), clothing and sports yarns (Nylon Textile Filament, or NTF) and nylon 6 polymers, mainly targeting the engineering plastics sector.
The breakdown of revenues by product line are described in the Directors' Report:
"Other revenues and income" of Euro 1,181 thousand mainly concern the contribution recognised by the EU for the Effective project for Euro 203 thousand, previously commented upon, contributions of Euro 565 thousand granted by the State of California for the recovery of end life carpets, in addition to the tax credit, for Euro 300 thousand, on the research and development expenses incurred by the parent company in 2018 and determined as per Article 1, paragraph 35 of Law No. 190 of 23/12/2014.
| (Euro thousands) | Half Year 2019 | Half Year 2018 |
|---|---|---|
| Raw materials and semi-finished goods | 134,780 | 133,291 |
| Ancillaries and consumables | 13,330 | 17,439 |
| Other purchases and finished products | 2,973 | 5,311 |
| Change in inventories raw materials, ancillary, semi-finished and finished products |
(2,858) | (8,046) |
| Total | 148,225 | 147,995 |
| (Euro thousands) | Half Year 2019 | Half Year 2018 |
|---|---|---|
| Transport, shipping & customs | 8,718 | 8,299 |
| Electricity, propulsive energy, water and gas | 18,804 | 17,418 |
| Maintenance | 4,884 | 4,010 |
| Services for personnel | 2,290 | 1,882 |
| Technical, ICT, commercial, legal & tax consultancy | 4,845 | 4,071 |
| Insurance | 1,097 | 908 |
| Marketing and advertising | 1,911 | 2,325 |
| Cleaning, security and waste disposal | 1,784 | 1,515 |
| Warehousing and external storage | 1,410 | 1,882 |
| External processing | 1,126 | 947 |
| Other sales expenses | 209 | 181 |
| Statutory auditors' fees | 76 | 102 |
| Other service costs | 1,960 | 2,209 |
| Rentals and hire | 2,076 | 3,672 |
| Total | 51,191 | 49,420 |
The decrease in "Rentals and hire" is mainly due to the effects of the application of the new accounting standard IFRS 16 as described in detail in paragraph "IFRS 16 Leases" to which reference should be made. The remainder recorded in H1 2019 refers to those rental contracts which are not within the scope of the new standard.
These costs are broken down as follows:
| (Euro thousands) | Half Year 2019 | Half Year 2018 |
|---|---|---|
| Wages and salaries | 41,911 | 40,149 |
| Social security charges | 9,144 | 8,582 |
| Post-employment benefits | 1,091 | 1,136 |
| Other personnel costs | 739 | 658 |
| Director fees | 1,175 | 1,113 |
| Long-term monetary incentive plan executive directors and senior executives | 1,209 | |
| Total | 54,060 | 52,847 |
"Other personnel costs" refer for Euro 708 thousand to the start-up of the companies Aquafil Carpet Recycling #1 and Aquafil Carpet Recycling #2;
The number of employees, broken down by category, is as follows:
| Half Year 2019 | Half Year 2018 | Average | |
|---|---|---|---|
| Managers | 48 | 40 | 44 |
| Middle managers | 135 | 124 | 130 |
| White-collar | 469 | 470 | 470 |
| Blue-collar | 2,305 | 2,194 | 2,250 |
| Total | 2,957 | 2,828 | 2,893 |
These costs are broken down as follows:
| (Euro thousands) | Half Year 2019 | Half Year 2018 |
|---|---|---|
| Taxes, duties & sanctions | 842 | 528 |
| Losses on asset sales | 4 | 13 |
| Penalties on supply contracts | 0 | 0 |
| Other operating charges | 466 | 506 |
| Total | 1,311 | 1,047 |
The item "Taxes, levies and sanctions" mainly includes the costs for local taxes related to real estate.
The account is comprised of:
| (Euro thousands) | Half Year 2019 | Half Year 2018 |
|---|---|---|
| Amortisation | 1,343 | 1,137 |
| Depreciation | 12,182 | 11,227 |
| RoU (Right-of-Use) depreciation | 3,046 | |
| Write-down - Goodwill | 16,574 | 12,364 |
The RoU depreciation refers to the depreciation relating to the assets recognised at January 1, 2019 in application of the new accounting standard IFRS 16 as described in detail in the paragraph "IFRS 16 Leases" to which reference should be made.
The account is comprised of:
| (Euro thousands) | Half Year 2019 | Half Year 2018 |
|---|---|---|
| Doubtful debt provision | 107 | 224 |
| Provisions for risks and charges | 117 | 545 |
| Total | 224 | 769 |
For the period ended June 30, 2019, this item amounting to Euro 886 thousand mainly refers to costs incurred internally for the construction of machinery and plant relating to the ACR#1 facility.
The account is comprised of:
| (Euro thousands) | Half Year 2019 | Half Year 2018 |
|---|---|---|
| Financial income | 1,084 | 3 |
| Interest income on current accounts | 16 | 14 |
| Total | 1,100 | 17 |
Other financial income mainly refers to the effects of the recalculation of the financial debt relating to the real estate contract of Aquafil S.p.A. which reduced based on the updated repayment plan received from the counterparty.
The account is comprised of:
| (Euro thousands) | Half Year 2019 | Half Year 2018 |
|---|---|---|
| Interest on bank loans and borrowings | 1,027 | 979 |
| Interest on bonds | 1,091 | 1,208 |
| Interest exp. on current accounts | 401 | 451 |
| Write-down of derivative financial instruments | 685 | 304 |
| Financial charges and interest expense | 513 | 85 |
| Total | 3,717 | 3,027 |
The reduction of interest on bonds is mainly related to the renegotiation of the B Bond commented upon in the paragraph "Bonds".
This item, equal to a loss of Euro 241 thousand for the period ended June 30, 2019, refers to the net balance between exchange rate gains (realised and unrealised) and exchange rate losses (realised and unrealised).
| (Euro thousands) | Half Year 2019 | Half Year 2018 |
|---|---|---|
| Total exchange gains | 2,640 | 4,031 |
| Total exchange losses | (2,881) | (3,507) |
| Total exchange differences | (241) | 525 |
The breakdown of the account is as follows:
| (Euro thousands) | Half Year 2019 | Half Year 2018 |
|---|---|---|
| Current taxes | 1,836 | 2,700 |
| Deferred taxes | 1,800 | 2,724 |
| Total | 3,637 | 5,424 |
Income taxes, which amount to Euro 1,836 thousand in H1 2019, refer for Euro 1,058 thousand to income taxes on foreign companies, for Euro 372 thousand to IRES income taxes of the Italian companies and for Euro 399 thousand to IRAP. Aquafil S.p.A., Tessilquattro S.p.A. and Borgolon S.p.A. opted for the group taxation procedure as chosen by Aquafin Holding S.p.A. in accordance with Article 117 and subsequent of the Income Tax Code.
We report that Aquafil S.p.A. for the current year calculated the IRAP payable in accordance with the provisions for financial companies, in view of the changed regulation on financial holding companies, with the full higher rate of 5.57%, which resulted in higher taxes in the period of approx. Euro 208 thousand. As previously commented upon, with regards to 2018 current income taxes, the R&D tax credit of Euro 449 thousand was reclassified to the other revenues account.
The account is comprised of:
| (Euro thousands) | Half Year 2019 | Half Year 2018 |
|---|---|---|
| Other extraordinary income | 95 | 143 |
| Other extraordinary charges | (259) | (99) |
| Penalties and fines | (34) | (12) |
| Raw material purchases - extraordinary | (119) | (101) |
| Fiscal, legal & administration consultancy – extraordinary | (277) | (197) |
| Other services - extraordinary | (751) | (676) |
| Utilities – extraordinary | (374) | 3 |
| Personnel costs | (725) | (442) |
| Mobility and incentives | (14) | (216) |
| Expansion costs Aquafil Group | (938) | (610) |
| Financial income - extraordinary | 1,082 | 0 |
| Cost for agreements with Invista | 0 | (105) |
| Total | (2,314) | (2,312) |
Other extraordinary services and personnel costs mainly concern the costs incurred in the year by the subsidiaries Aquafil Carpet Recycling # 1, Inc and Aquafil Carpet Recycling # 2, Inc for the start-up of production.
Other financial income refers to the effects of the recalculation of the financial debt relating to the real estate contract of Aquafil S.p.A. which reduced based on the updated repayment plan received from the counterparty.
The above amount is divided into non-recurring costs for Euro 3,491 thousand (of which Euro 3,395 thousand included in the operating result) and non-recurring revenues for Euro 1,177 thousand (of which Euro 1,082 thousand included in financial income).
| (Euro thousands) | Half Year 2019 | Half Year 2018 |
|---|---|---|
| Profit attributable to the owners of the Parent | 10,654 | 19,614 |
| Weighted average number of shares | 50,765 | 50,894 |
| Earnings per share (in Euro) | 0.21 | 0.39 |
Below is the breakdown of the net financial debt as at June 30, 2019 and December 31, 2018, determined in accordance with ESMA/2013/319 Recommendations:
| NET FINANCIAL DEBT | At June 30, 2019 | At December 31, 2018 | |
|---|---|---|---|
| (Euro thousands) A. Cash |
89,032 | 103,277 | |
| B. Other liquid assets | |||
| C. Securities held-for-trading | |||
| D. Liquidity (A) + (B) + (C) | 89,032 | 103,277 | |
| E. Current financial receivables | 1,525 | 2,878 | |
| F. Current bank payables | (132) | (96) | |
| G. Current portion of non-current debt | (47,223) | (35,496) | |
| H. Other current financial payables | (10,113) | (3,498) | |
| I. Current financial debt (F) + (G) + (H) | (57,467) | (39,090) | |
| J. Net current financial debt (I) + (E)+ (D) | 33,090 | 67,066 | |
| K. Non-current bank payables | (170,153) | (159,492) | |
| L. Bonds | (93,182) | (53,578) | |
| M. Other non-current financial receivables and payables | (33,277) | (11,275) | |
| N. Non-current financial debt (K) + (L) + (M) | (296,612) | (224,345) | |
| O. Net financial debt (J)+(N) | (263,522) | (157,279) |
No related party transactions took place in the year included in the above indicated net debt.
Related party transactions took place in the period included in the above indicated net debt for Euro 17,570 thousand relating to the application of IFRS 16.
The net financial reconciliation between the beginning and end of the year are presented below. The effects indicated include the currency effects.
| (Euro thousands) | current portion | non-current portion | |
|---|---|---|---|
| Net Debt at December 31, 2018 | (157,279) | 67,066 | (224,345) |
| Net cash flow in the period | (14,245) | (14,245) | |
| Decrease in liquidity subject to restrictions | (1,353) | (1,353) | |
| New bank loans and borrowings | (73,000) | (73,000) | |
| Repayment / reclass. bank loans and borrowings | 11,320 | (11,368) | 22,688 |
| Effects first-time application IFRS 16 | (28,718) | (5,400) | (23,318) |
| Repayment / reclass. lease liability | 777 | (1,214) | 1,991 |
| Change in fair value derivatives | (685) | (685) | |
| Other changes | (339) | (396) | 57 |
| Net Debt at June 30, 2019 | (263,522) | 33,090 | (296,612) |
Transactions and balances with related parties are illustrated in the tables below. The companies indicated are considered related parties as directly or indirectly related to the majority shareholder of the Aquafil Group. Transactions with related parties were undertaken in line with market conditions.
Payables and receivables of the Group with related parties are illustrated in the table below:
| Parent companies |
Associates | Related parties |
Total | Total book value |
% on total account items |
|
|---|---|---|---|---|---|---|
| (Euro thousands) | ||||||
| Non-current financial assets | ||||||
| At June 30, 2019 | 234 | 79 | 312 | 751 | 41.56% | |
| At December 31, 2018 | 79 | 79 | 404 | 19.43% | ||
| Trade receivables | ||||||
| At June 30, 2019 | 30 | 30 | 42,973 | 0.07% | ||
| At December 31, 2018 | 66 | 66 | 34,046 | 0.19% | ||
| Other current assets | ||||||
| At June 30, 2019 | 1,644 | 1,644 | 14,119 | 11.34% | ||
| At December 31, 2018 | 1,859 | 1,859 | 14,297 | 13.00% | ||
| Non-current financial liabilities | ||||||
| At June 30, 2019 | (1,470) | (12,025) | (13,495) | (296,618) | 4.55% | |
| At December 31, 2018 | (224,345) | 0.00% | ||||
| Current financial liabilities | ||||||
| At June 30, 2019 | (564) | (3,511) | (4,075) | (57,467) | 7.09% | |
| At December 31, 2018 | (39,090) | 0.00% | ||||
| Trade payables | ||||||
| At June 30, 2019 | (3) | (178) | (181) | (89,377) | 0.09% | |
| At December 31, 2018 | 0 | (762) | (762) | (106,895) | 0.71% | |
| Other current liabilities | ||||||
| At June 30, 2019 | (230) | (6) | (236) | (22,155) | 1.07% | |
| At December 31, 2018 | (230) | 0 | (230) | (22,017) | 1.05% |
The transactions of the Group with related parties are illustrated in the table below:
| Parent companies |
Associates | Other related parties |
Total | Book value | % on total account items |
|
|---|---|---|---|---|---|---|
| (Euro thousands) | ||||||
| Revenues | ||||||
| Half Year 2019 | 29 | 29 | 286,667 | 0.01% | ||
| Half Year 2018 | 188 | 188 | 291,291 | 0.06% | ||
| Service costs and rent, lease and similar | ||||||
| costs Half Year 2019 |
(219) | (219) | (51,191) | 0.43% | ||
| Half Year 2018 | (1,790) | (1,790) | (49,420) | 3.62% | ||
| Other operating costs and charges | ||||||
| Half Year 2019 | (3) | (35) | (38) | (1,311) | 2.90% | |
| Half Year 2018 | (35) | (35) | (1,047) | 3.34% | ||
| Financial charges | ||||||
| Half Year 2019 | (10) | (122) | (132) | (3,717) | 3.55% | |
| Half Year 2018 | 0 | 0.00% |
There were no significant events after the end of the period relating to the first half-year of 2019 which could have an impact on the half-year financial statements at June 30, 2019, whereas from a production and performance standpoint the trend seen in the final months of the previous year has continued both in terms of the product lines and regional development.
Arco, August 26, 2019
The Chairman of the Board of Directors The Executive Director
Mr. Giulio Bonazzi Mr. Sergio Calliari
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