Interim / Quarterly Report • Aug 29, 2018
Interim / Quarterly Report
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Half-yearly report at 30 June 2018
| Group structure and corporate bodies | 3 |
|---|---|
| Interim Management Statement | 4 |
| Half-Yearly Condensed Consolidated Financial Statements | |
| Consolidated statement of financial position | 13 |
| Consolidated income statement | 14 |
| Consolidated statement of comprehensive income | 15 |
| Consolidated statement of cash flows | 16 |
| Statement of changes in consolidated shareholders' equity | 17 |
| Explanatory notes | 18 |
| Certification of the Half-Yearly Condensed Consolidated Financial Statements pursuant to Article 154-bis of Legislative Decree 58/98 |
40 |
Independent auditor's report
SABAF S.p.A. R.E.A. Brescia 347512 Tax code 03244470179 Share capital € 11,533,450 fully paid in www.sabaf.it
Registered and administrative office: Via dei Carpini 1 - 25035 Ospitaletto (Brescia)
| Wholly consolidated companies | |
|---|---|
| Faringosi Hinges S.r.l. | 100% |
| Sabaf do Brasil Ltda. | 100% |
| Sabaf Beyaz Esya Parcalari Sanayi Ve Ticaret Limited | 100% |
| Sirteki (Sabaf Turkey) | |
| Sabaf Appliance Components Trading (Kunshan) Co., Ltd. | 100% |
| (in liquidation) | |
| Sabaf Appliance Components (Kunshan) Co., Ltd. | 100% |
| Sabaf Immobiliare s.r.l. | 100% |
| A.R.C. s.r.l. | 70% |
| Non-consolidated companies | |
| Sabaf US Corp. | 100% |
| Handan ARC Burners Co., Ltd. | 35% |
| Chairman | Giuseppe Saleri |
|---|---|
| Vice Chairman (*) | Nicla Picchi |
| Chief Executive Officer | Pietro Iotti |
| Director | Gianluca Beschi |
| Director | Claudio Bulgarelli |
| Director (*) | Renato Camodeca |
| Director | Alessandro Potestà |
| Director (*) | Daniela Toscani |
| Director (*) | Stefania Triva |
| (*) independent directors |
| Chairman | Alessandra Tronconi |
|---|---|
| Statutory Auditor | Luisa Anselmi |
| Statutory Auditor | Mauro Vivenzi |
EY S.p.A.
This Half-Yearly Report at 30 June 2018 has been prepared in accordance with Article 154-ter of Legislative Decree 58/1998 and in compliance with the applicable international accounting standards recognised in the European Community and, in particular, IAS 34 - Interim Financial Reporting. The half-year figures at 30 June 2018 and for the six-month period ended on the same date were audited by EY S.p.A., the half-year figures at 30 June 2017 and for the six-month period ended on the same date were audited by Deloitte & Touche S.p.A. The figures at 31 December 2017 were audited by Deloitte & Touche S.p.A.
The Sabaf Group is one of the world's leading manufacturers of components for gas cooking appliances. Its reference market therefore consists of manufacturers of cookers, hobs and ovens.
Sabaf's product range focuses on the following main lines:
The Sabaf Group currently has six production plants: Ospitaletto (Brescia), Bareggio (Milan), Campodarsego (Padua), Jundiaì (Brazil), Manisa (Turkey) and Kunshan (China).
| Financial highlights | ||
|---|---|---|
| (amounts in | Q2 2018 | |
| (amounts in | Q2 2018 | Q2 2017 (*) | |||||
|---|---|---|---|---|---|---|---|
| €000) | (*) | (**) | % change | H1 2018 | H1 2017 | % change | FY 2017 |
| Sales revenue | 37,510 | 40,163 | -6.6% | 76,013 | 77,236 | -1.6% | 150,223 |
| EBITDA | 7,555 | 9,222 | -18.1% | 15,276 | 16,782 | -9.0% | 30,955 |
| EBITDA % | 20.1 | 23.0 | 20.1 | 21.7 | |||
| EBIT | 4,433 | 5,995 | -26.1% | 8,984 | 10,320 | -12.9% | 18,117 |
| EBIT % | 11.8 | 14.9 | 11.8 | 13.4 | |||
| Pre-tax profit | 5,112 | 5,857 | -12.7% | 9,741 | 10,267 | -5.1% | 17,804 |
| Net Profit | 3,873 | 4,385 | -11.7% | 7,226 | 7,452 | -3.0% | 14,835 |
(*) unaudited figures
(**) figures recalculated pursuant to IFRS 3, in order to retrospectively take into account the effects resulting from the fair value measurement of A.R.C's assets and liabilities, at the acquisition date previously considered provisional
| Q2 2018 (*) |
Q2 2017 () (*) |
H1 2018 | H1 2017 | |
|---|---|---|---|---|
| (€/000) | ||||
| OPERATING REVENUE AND INCOME | ||||
| Revenue | 37,510 | 40,163 | 76,013 | 77,236 |
| Other income | 965 | 871 | 1,668 | 1,581 |
| Total operating revenue and income | 38,475 | 41,034 | 77,681 | 78,817 |
| OPERATING COSTS | ||||
| Materials | (17,711) | (18,160) | (34,555) | (33,039) |
| Change in inventories | 4,047 | 3,714 | 6,472 | 5,195 |
| Services | (8,170) | (7,977) | (16,314) | (15,914) |
| Personnel costs | (9,249) | (9,410) | (18,273) | (18,417) |
| Other operating costs | (320) | (319) | (588) | |
| Costs for capitalised in-house work | 483 | 340 | (653) | 728 |
| 918 | ||||
| Total operating costs | (30,920) | (31,812) | (62,405) | (62,035) |
| OPERATING PROFIT BEFORE DEPRECIATION & AMORTISATION, CAPITAL GAINS/LOSSES, AND WRITE- DOWNS/WRITE-BACKS OF NON |
||||
| CURRENT ASSETS (EBITDA) | 7,555 | 9,222 | 15,276 | 16,782 |
| Depreciations and amortisation | (3,134) | (3,243) | (6,303) | (6,469) |
| Capital gains/(losses) on disposals of non-current assets | 12 | 16 | 11 | 7 |
| Write-downs/write-backs of non-current assets | 0 | 0 | 0 | 0 |
| OPERATING PROFIT (EBIT) | 4,433 | 5,995 | 8,984 | 10,320 |
| Financial income | 31 | 41 | 90 | 129 |
| Financial expenses | (189) | (143) | (405) | (283) |
| Exchange rate gains and losses | 837 | (36) | 1,072 | 101 |
| Profits and losses from equity investments | 0 | 0 | 0 | 0 |
| PROFIT BEFORE TAXES | 5,112 | 5,857 | 9,741 | 10,267 |
| Income tax | (1,184) | (1,445) | (2,787) | |
| Minority interests | (55) | (27) | (2,412) (103) |
(28) |
| NET PROFIT FOR THE PERIOD | 3,873 | 4,385 | 7,226 | 7,452 |
(*) unaudited figures
(**) figures recalculated pursuant to IFRS 3, in order to retrospectively take into account the effects resulting from the fair value measurement of A.R.C's assets and liabilities, at the acquisition date previously considered provisional
| (amounts in €000) |
Q2 2018 (*) | Q2 2017 (*) | % change | H1 2018 | H1 2017 | % change | FY 2017 |
|---|---|---|---|---|---|---|---|
| Italy | 9,002 | 9,962 | -9.6% | 18,308 | 20,978 | -12.7% | 36,523 |
| Western Europe |
2,847 | 2,908 | -2.1% | 6,119 | 6,012 | +1.8% | 11,678 |
| Eastern Europe | 12,128 | 11,512 | +5.4% | 23,632 | 21,071 | +12.2% | 42,824 |
| Middle East and Africa |
1,582 | 3,150 | -49.8% | 5,188 | 6,410 | -19.1% | 13,009 |
| Asia and Oceania |
1,690 | 3,430 | -50.7% | 2,994 | 5,013 | -40.3% | 10,516 |
| South America | 6,297 | 6,084 | +3.5% | 12,400 | 11,540 | +7.4% | 22,938 |
| North America and Mexico |
3,964 | 3,117 | +27.2% | 7,372 | 6,212 | +18.7% | 12,735 |
| Total | 37,510 | 40,163 | -6.6% | 76,013 | 77,236 | -1.6% | 150,223 |
(*) unaudited figures
Sales by product line
| (amounts in €000) |
Q2 2018 (*) | Q2 2017 (*) | % change | H1 2018 | H1 2017 | % change | FY 2017 |
|---|---|---|---|---|---|---|---|
| Brass valves | 1,118 | 1,940 | -42.4% | 2,439 | 3,586 | -32.0% | 5,991 |
| Light alloy valves |
10,335 | 10,742 | -3.8% | 20,293 | 20,390 | -0.5% | 39,351 |
| Thermostats | 1,751 | 1,946 | -10.0% | 3,579 | 4,056 | -11.8% | 7,376 |
| Standard burners |
9,465 | 10,735 | -11.8% | 20,175 | 21,011 | -4.0% | 41,070 |
| Special burners | 6,713 | 7,426 | -9.6% | 13,610 | 13,920 | -2.2% | 27,184 |
| Accessories | 4,035 | 3,809 | +5.9% | 7,878 | 7,558 | +4.2% | 15,267 |
| Total gas parts | 33,417 | 36,598 | -8.7% | 67,974 | 70,521 | -3.6% | 136,239 |
| Professional burners |
1,430 | 1,286 | +11.2% | 2,977 | 2,401 | +24.0% | 5,079 |
| Hinges | 2,663 | 2,279 | +16.8% | 5,062 | 4,314 | +17.3% | 8,905 |
| Total | 37,510 | 40,163 | -6.6% | 76,013 | 77,236 | -1.6% | 150,223 |
(*) unaudited figures
The Sabaf Group reported revenue of €76 million in the first half of 2018, a decrease of 1.6% versus the figure of €77.2 million in the corresponding period of the previous year. On a like-for-like exchange rate basis, the drop in revenue was 0.5%.
Trend in demand was uneven in the various markets in which the Group operates. In Turkey, the main reference market, Sabaf further strengthened its market share, thereby more than offsetting the weakness of the market. In Italy, customers showed a marked slowdown compared to the first half of 2017; in Asia and in the Middle East and North Africa, the Group also recorded lower sales. On the other hand, in North and South America, the Group is continuing to consolidate the growth of recent years.
An analysis of sales by product category shows a slight weakness in household gas parts, whereas hinges and professional burners recorded double-digit growth rates.
Average sale prices were down by 0.4% versus the first half of 2017, whereas the purchase costs of the main raw materials (aluminium, steel and brass) and energy recorded a general increase, with a negative effect of approximately €1 million (equal to 1.3% of sales).
The negative impact of exchange rates, sales prices and purchasing costs was partially offset by further improvements in production efficiency: the EBITDA of the first half of 2018 came at €15.3 million (20.1% of sales, 9% lower than €16.8 million of the same period of 2017, when it was 21.7% of sales) and EBIT was €9 million (11.8% of sales, down by 12.9% on €10.3 million of the first half of 2017) Pre-tax profit amounted to €9.7 million in the first half of 2018 versus the figure of €10.3 million in the corresponding period of the previous year, and net profit was €7.2 million, €7.5 million in the corresponding period of the previous year, down by 3%).
Sales in the second quarter of 2018 amounted to €37.5 million, down by 6.6% compared to €40.2 million in Q2 2017 (-5.9% on a like-for-like exchange rate basis). The decline is due to the slowdown in demand in Italy and the limited contribution of sales in Asia and the Middle East, partially offset by an excellent performance in North America (+27%) and positive signs in Eastern Europe and South America.
The drop in revenue and the increase in purchase costs had an impact on profitability: second-quarter EBITDA was €7.6 million, equivalent to 20.1% of sales (-18.1% versus €9.2 million in the second quarter of 2017, when it was 23% of sales), and EBIT was €4.4 million, equivalent to 11.8% of sales (-26.1% versus €6 million in the second quarter of 2017, when it was 14.9% of sales). Net profit for the period was €3.9 million, compared to €4.4 million for the second quarter of 2017 (+11.7%).
Financial position
| (€/000) | 30/06/2018 | 31/12/2017 | 30/06/2017 |
|---|---|---|---|
| Non-current assets | 92,451 | 93,802 | 93,962 |
| Short-term assets1 | 91,740 | 79,314 | 88,806 |
| Short-term liabilities2 | (35,084) | (28,561) | (35,435) |
| Net working capital 3 |
56,656 | 50,753 | 53,371 |
| Provisions for risks and charges, deferred taxes and employee severance pay reserve |
(3,949) | (4,034) | (4,318) |
| Net invested capital | 145,158 | 140,588 | 143,015 |
| Short-term net financial position | (10,427) | (5,763) | (13,671) |
| Medium/long-term net financial position | (24,333) | (19,703) | (18,022) |
| Net financial debt | (34,760) | (25,466) | (31,693) |
| Group shareholders' equity | 108,835 | 113,595 | 109,915 |
| Third-party shareholders' equity | 1,563 | 1,460 | 1,407 |
At 30 June 2018, the Group had consolidated shareholders' equity owned by the Group of €108.8 million and net debt of €34.8 million (compared with €31.7 million at 30 June 2017 and €25.5 million at 31 December 2017), after having paid dividends of €6.1 million and purchased treasury shares of €2.1 million.
Investments in the first half of the year amounted to €6.6 million (€7 million in the first half of 2017); the largest investments were used for the automation of the production lines for light alloy valves and the increase in production capacity in Turkey.
Net working capital was €56.7 million at 30 June 2018, versus €53.4 million at 30 June 2017 and €50.8 million at the end of 2017. The increase compared with the end of 2017 is attributable to the different seasonal trend. The impact of the net working capital on sales is 37.3% (33.8% at the end of 2017).
Transactions with related parties, including intra-group transactions, have not been qualified as atypical or unusual, as they fall under the normal course of Group operations. These transactions are regulated at arm's length conditions.
Related-party transactions other than intra-group transactions are described in the Explanatory Notes to the halfyearly condensed consolidated financial statements, which also show to what extent related- party transactions affected financial statement items.
Sum of Inventories, Trade receivables, Tax receivables and Other current receivables
2 Sum of Trade payables, Tax payables and Other liabilities
3 difference between short-term Assets and short-term Liabilities
The Group's financial position, results and cash flows are affected by several factors related to the performance of the sector, including:
To cope with this situation, the Group aims to retain and reinforce its leadership position wherever possible through:
Turkey represents the main production hub of household appliances at the European level; over the years, local industry attracted heavy foreign investments and favoured the growth of important manufacturers. In this context, the Sabaf Group created a production plant in Turkey in 2012 that realises today 10% of total production. The Turkish market represents more than 25% of the Group's total sales; moreover, sales to customers based in Turkey are largely for finished products sent to foreign markets, so the Sabaf Group's results are only partially affected by the trend in domestic demand.
The social and political tensions in Turkey over the last few years had no effect on the activities of the Sabaf Group, which continued normally. The management carefully assessed the social, economical and political risks deriving from operating in Turkey, also on the occasion of the next acquisition of Okida, described in the paragraph "Significant events after the end of the first half".
More generally, the Group is exposed to risks related to (political, economic, tax, regulatory) instability in some emerging countries where it produces or sells. Any embargoes or major political or economic instability, or changes in the regulatory and/or local law systems, or new tariffs or taxes imposed could negatively affect a portion of Group sales and the related profitability.
Sabaf has taken the following measures to mitigate the above risk factors:
The strategic plan developed by the Group's management includes, among other things, the possibility of growth through acquisitions, also in related sectors. This strategic choice involves specific risk profiles for Sabaf, due to:
The Group adopted solutions and instruments to mitigate the above risks, such as:
The Sabaf Group is exposed to a series of financial risks, due to:
• Commodity price volatility: Sabaf uses metals and alloys in its production processes, the prices of which are generally negotiated semi-annually or annually; as a result, Group companies may not be able to immediately pass on to customers changes in the prices of commodities that occur during the year, which has an impact on profitability. The Group protects itself from the risk of changes in the price of brass and aluminium with supply contracts signed with suppliers for delivery up to twelve months in advance or, alternatively, with derivative financial instruments.
The Sabaf Group has already fixed purchase prices to cover more than 50% of production needs until the end of 2018 for aluminium alloys, brass and steel. Based on the contracts concluded and current market prices, the Group expects purchase costs in the second half of 2017 to be around €0.3 million higher than in the same period of the previous year.
The context in which the Sabaf Group operates is characterised by further risk factors, such as product competition, loss of business opportunities in the Chinese market and protection of product exclusivity, which are described in the Management Report at 31 December 2017 and for which the profile did not change substantially during the first half of 2018.
On 16 July 2018, Sabaf announced the signing of a binding contract for the acquisition of 100% of the company Okida Elektronik, a leader in Turkey in the design, manufacture and sale of electronic control boards, controls, timers, display units and power units for ovens, hoods, vacuum cleaners, refrigerators and freezers. The acquisition of Okida, which in 2017 generated sales of €12.5 million, represents the first step towards the implementation of the Business Plan, in line with the strategy of expanding the range of products in components for household appliances and the acquisition of e-skills.
The closing of the acquisition is expected by September.
Even in July and August, the trend in demand appears to be different in the various markets in which the Group operates. A phase of weakness is confirmed in Italy, while encouraging signs of recovery are coming from the Middle East and Asia. North and South America confirm the progress already registered in the first half of the year. Albeit visibility in the second half of the year is still partial, taking into consideration the same scope of consolidation - excluding the contribution expected from the acquisition of Okida - for the entire 2018 financial year, the Group expects to achieve sales in line with 2017 and an operating profitability (% EBITDA) of around 20% (the previous forecast indicated an increase in revenue of between 3% and 5% compared to 2017 and an operating profitability in line with 2017).
These forecasts assume a macroeconomic scenario not affected by unpredictable events. If the economic situation were to change significantly, actual figures might diverge from the forecasts.
For the Board of Directors The Chairman Giuseppe Saleri
Ospitaletto, 2 August 2018
| (€/000) | Notes: | 30/06/2018 | 31/12/2017 |
|---|---|---|---|
| ASSETS | |||
| NON-CURRENT ASSETS | |||
| Property, plant and equipment | 1 | 72,041 | 73,069 |
| Investment property | 2 | 5,469 | 5,697 |
| Intangible assets | 3 | 9,266 | 9,283 |
| Equity investments | 4 | 281 | 281 |
| Financial assets | 10 | 120 | 180 |
| Non-current receivables | 5 | 309 | 196 |
| Deferred tax assets | 22 | 4,965 | 5,096 |
| Total non-current assets | 92,451 | 93,802 | |
| CURRENT ASSETS | |||
| Inventories | 6 | 38,293 | 32,929 |
| Trade receivables | 7 | 49,084 | 42,263 |
| Tax receivables | 8 | 2,792 | 3,065 |
| Other current receivables | 9 | 1,571 | 1,057 |
| Financial assets | 10 | 68 | 67 |
| Cash and cash equivalents | 11 | 7,204 | 11,533 |
| Total current assets | 99,012 | 90,914 | |
| ASSETS HELD FOR SALE | 0 | 0 | |
| TOTAL ASSETS | 191,463 | 184,716 | |
| SHAREHOLDERS' EQUITY AND LIABILITIES | |||
| SHAREHOLDERS' EQUITY Share capital |
12 | 11,533 | 11,533 |
| Retained earnings, other reserves | 13 | 90,076 | 87,227 |
| Profit (loss) for the year | 7,226 | 14,835 | |
| 108,835 | 113,595 | ||
| Total equity interest of the Parent Company Minority interests |
1,563 | 1,460 | |
| Total shareholders' equity | 110,398 | 115,055 | |
| NON-CURRENT LIABILITIES | |||
| Loans | 14 | 22,450 | 17,760 |
| Other financial liabilities | 15 | 1,883 | 1,943 |
| Post-employment benefit and retirement reserves | 16 | 2,684 | 2,845 |
| Provisions for risks and charges | 17 | 398 | 385 |
| Deferred tax liabilities | 22 | 867 | 804 |
| Total non-current liabilities | 28,282 | 23,737 | |
| CURRENT LIABILITIES | |||
| Loans | 14 | 17,521 | 17,288 |
| Other financial liabilities | 21 | 178 | 75 |
| Trade payables | 18 | 25,083 | 19,975 |
| Tax payables | 19 | 2,353 | 1,095 |
| Other payables | 20 | 7,648 | 7,491 |
| Total current liabilities | 52,783 | 45,924 | |
| LIABILITIES HELD FOR SALE | 0 | 0 | |
| TOTAL LIABILITIES AND SHAREHOLDERS' | |||
| EQUITY | 191,463 | 184,716 |
| Notes: | H1 2018 | H1 2017 | |
|---|---|---|---|
| (€/000) | |||
| OPERATING REVENUE AND INCOME | |||
| Revenue | 23 | 76,013 | 77,236 |
| Other income | 24 | 1,668 | 1,581 |
| Total operating revenue and income | 77,681 | 78,817 | |
| OPERATING COSTS | |||
| Materials | 25 | (34,555) | (33,039) |
| Change in inventories | 6,472 | 5,195 | |
| Services | 26 | (16,314) | (15,914) |
| Personnel costs | 27 | (18,273) | (18,417) |
| Other operating costs | 28 | (653) | (588) |
| Costs for capitalised in-house work | 918 | 728 | |
| Total operating costs | (62,405) | (62,035) | |
| OPERATING PROFIT BEFORE DEPRECIATION & | |||
| AMORTISATION, CAPITAL GAINS/LOSSES, AND WRITE- DOWNS/WRITE-BACKS OF NON |
15,276 | 16,782 | |
| CURRENT ASSETS (EBITDA) | |||
| Depreciations and amortisation | (6,303) | (6,469) | |
| Capital gains/(losses) on disposals of non-current assets | 11 | 7 | |
| Write-downs/write-backs of non-current assets | 0 | 0 | |
| OPERATING PROFIT (EBIT) | 8,984 | 10,320 | |
| Financial income | 90 | 129 | |
| Financial expenses | 29 | (405) | (283) |
| Exchange rate gains and losses | 30 | 1,072 | 101 |
| Profits and losses from equity investments | 0 | 0 | |
| PROFIT BEFORE TAXES | 9,741 | 10,267 | |
| Income tax | 31 | (2,412) | (2,787) |
| PROFIT FOR THE YEAR | 7,329 | 7,480 | |
| of which | |||
| Minority interests | 103 | 28 | |
| GROUP PROFIT | 7,226 | 7,452 | |
| (in €) Basic earnings per share |
32 | 0.653 | 0.663 |
| Diluted earnings per share | 32 | 0.653 | 0.663 |
| H1 2018 | H1 2017 | |
|---|---|---|
| (€/000) | ||
| NET PROFIT FOR THE PERIOD | 7,329 | 7,480 |
| Total profit/losses that will be subsequently reclassified under profit (loss) for the period: Forex differences due to translation of financial statements in foreign currencies Tax effect |
(3,894) 0 |
(2,214) 0 |
| Total other profits/(losses) net of taxes for the year |
(3,894) | (2,214) |
| TOTAL PROFIT | 3,435 | 5,266 |
| H1 2018 | H1 2017 | |
|---|---|---|
| Cash and cash equivalents at beginning of period | 11,533 | 12,143 |
| Net profit/(loss) for the period | 7,329 | 7,452 |
| Adjustments for: | ||
| - Depreciation and amortisation for the period | 6,303 | 6,469 |
| - Realised gains/losses | (11) | (7) |
| - Financial income and expenses | 315 | 154 |
| - IFRS 2 measurement stock grant plan | 65 | |
| - Income tax | 2,412 | 2,787 |
| Change in post-employment benefit reserve | (161) | (17) |
| Change in risk provisions | 13 | 14 |
| Change in trade receivables | (6,821) | (12,271) |
| Change in inventories | (5,364) | (4,562) |
| Change in trade payables | 5,108 | 6,845 |
| Change in net working capital | (7,077) | (9,988) |
| Change in other receivables and payables, deferred tax | ||
| liabilities | (571) | 1,019 |
| Payment of taxes | (586) | (1,206) |
| Payment of financial expenses | (405) | (271) |
| Collection of financial income | 90 | 129 |
| Cash flows from operations | 7,716 | 6,535 |
| Investments in non-current assets | ||
| - intangible | (316) | (377) |
| - tangible | (6,341) | (6,782) |
| - financial | 0 | 0 |
| Disposal of non-current assets | 25 | 123 |
| Cash flows from investment activities | (6,632) | (7,036) |
| Repayment of loans | (10,378) | (6,003) |
| New loans | 15,342 | 7,876 |
| Change in financial assets | 59 | (373) |
| Purchase of treasury shares | (2,086) | (937) |
| Payment of dividends | (6,071) | (5,384) |
| Cash flows from financing activities | (3,134) | (4,821) |
| Foreign exchange differences | (2,279) | (1,233) |
| Net cash flows for the period | (4,329) | (6,555) |
| Cash and cash equivalents at end of period | 7,204 | 5,588 |
| Current financial debt | 17,631 | 19,452 |
| Non-current financial debt | 24,333 | 18,022 |
| Net financial debt | 34,760 | 31,886 |
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1 0, 0 0 2 |
2, 3 0 7 |
( ) 3, 3 3 6 |
( ) 2, 2 1 4 ( ) 9, 6 0 2 |
( ) 6 1 2 |
9 2, 1 7 1 |
7, 4 5 2 7, 4 5 2 |
5, 2 3 8 1 0 9, 9 1 5 |
2 8 1, 4 0 7 |
5, 2 6 6 1 1 1, 3 2 2 |
| Pu ha f ha tre rc se o as s re s ur y |
( 9 3 ) 7 |
( 9 3 ) 7 |
( 9 3 ) 7 |
||||||||
| A l loc ion f f i 2 0 1 6 p t t a o ro d iv i de ds i d o t n p a u - d for d ie - c arr wa r |
3, 6 1 0 |
( ) 5, 3 8 4 ( ) 3, 6 1 0 |
( ) 5, 3 8 4 |
( ) 5, 3 8 4 |
|||||||
| Ba la De be t 3 1 nc e a ce m r ( *) 2 0 1 6 |
1 1, 5 3 3 |
1 0, 0 0 2 |
2, 3 0 7 |
( ) 2, 3 9 9 |
( ) 7, 3 8 8 |
( ) 6 1 2 |
8 8, 5 6 1 |
8, 9 9 4 |
1 1 0, 9 9 8 |
1, 3 7 9 |
1 1 2, 3 7 7 |
| ( € / 0 0 0 ) |
S ha re l ita ca p |
S ha re ium p rem res erv e |
l Le g a res erv e |
Tr ea su ry ha s res |
lat Tr ion an s res erv e |
Po st loy nt em p me be f it ne d isc ing nt ou res erv e |
Ot he r res erv es |
f for he Pr it t o y ea r |
l Gr To ta ou p ha ho l de ' s re rs ity eq u |
M ino ity r int sts ere |
l To ta ha ho l de ' s re rs ity eq u |
(*) figures recalculated pursuant to IFRS 3, in order to retrospectively take into account the effects resulting from the fair value measurement of A.R.C's assets and liabilities, at the acquisition date previously considered provisional (see "Information relating to IFRS 3")
The half-yearly condensed consolidated financial statements at 30 June 2018 were prepared in accordance with IAS 34 on interim reports. These condensed half-year consolidated financial statements do not include all the information required for the annual financial report and must be read together with the consolidated financial statements for the year ended 31 December 2017. Reference to IFRS also includes all current International Accounting Standards (IAS). They have been prepared in euro, rounding amounts to the nearest thousand, and are compared with the half-yearly and annual consolidated financial statements of the previous year, prepared according to the same standards. They consist of the consolidated statement of financial position, the consolidated income statement, the consolidated statement of comprehensive income, the statement of changes in consolidated shareholders' equity, the consolidated statement of cash flows and these explanatory notes.
The consolidation policies, criteria for converting items in foreign currencies, the accounting principles and policies are the same as those used for preparing the financial statements at 31 December 2017, to which reference should be made for additional information, with the exception of the adoption as of 1 January 2018 of the new standards and amendments described below. The Group has not early adopted any new standards, interpretations or amendments issued but not yet in force.
• IFRS 9 – Financial Instruments. In July 2014, the IAS issued its final IFRS 9 replacing IAS 39 and all previous versions of IFRS 9. The standard was approved by the European Union in November 2016 and is effective for financial years beginning on or after 1 January 2018. IFRS 9 brings together all aspects relating to the recognition of financial instruments: Classification and Measurement, Impairment and Hedge Accounting. The adoption of IFRS 9 did not have a significant impact on the Group's financial statements and did not entail the need to record adjustments to the consolidated statement of financial position at the date of initial application of the standard.
The Group did not have a significant impact on its financial statements as a result of the application of the classification and measurement requirements envisaged by IFRS 9. Loans, like trade receivables, are held for collection at the contractual due dates and are expected to generate cash flows represented solely by collections of principal and interest.
The Group has not recorded any adjustments to the consolidated statement of financial position at the date of initial application of the standard. In particular, with reference to trade receivables, the Group considered its policy of bad debt provision consistent with the Standard.
The Group does not use hedge accounting for hedging instruments.
• IFRS 15 – Revenue from Contracts with Customers. In May 2014, the IAS issued IFRS 15, a new revenue recognition standard that replaces IAS 18 and IAS 11 and was supplemented with further clarifications and guidance in 2016. The standard is applicable to the preparation of the financial statements for the financial years starting from 1 January 2018 and introduced a new five-stage model that applies to contracts with customers. IFRS 15 requires the recognition of revenue for an amount that reflects the consideration to which the entity believes it is entitled in exchange for the transfer of goods or services to the customer.
The application of the new standard and the relative interpretations has not had significant effects on the Group's consolidated financial statements, either from the point of view of classification or of determining quantities. In particular, the application of IFRS 15 had no impact on contracts with customers, in which the sale of Sabaf products is the only obligation ("at a point in time"), since revenues are recognised at the time when control of the activity is transferred to the customer, according to the terms of return defined with the customer. The guarantees provided for in the contracts are of a general nature and not extended and, consequently, the Group believes that they will continue to be accounted for in accordance with IAS 37. Finally, with regard to the income from participating in the production of presses and equipment, in line with previous years, the Group will continue to allocate these revenues over the useful life of the projects, which is generally 10 years.
• Standard IFRS 16 "Leases" (published on 13 January 2016), which will replace standard IAS 17 – Leases, as well as interpretations IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases—Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease. The new standard provides a new definition of lease and introduces a criterion based on the control (right of use) of an asset in order to distinguish the leasing contracts from the service contracts, identifying the discriminatory ones: the identification of the asset, the right of replacement of the same, the right to obtain substantially all of the economic benefits deriving from the use of the asset and the right to direct the use of the asset underlying the contract. The standard establishes a single model of recognition and measurement of the lease agreements for the lessee which requires the recognition of the asset to be leased (operating lease or otherwise) in assets offset by a financial debt, while also providing the opportunity not to recognise as leases the agreements whose subject matter are "low-value assets" and leases with a contract duration equal to or less than 12 months. By contrast, the Standard does not include significant changes for the lessors. The standard applies beginning on 1 January 2019 but early application is permitted, only for Companies that already applied IFRS 15 - Revenue from Contracts with Customers.
The directors not expect that the application of IFRS 16 can have a significant impact on the amounts and on the relevant disclosures in the Group's consolidated financial statements. However, it is not possible to provide a reasonable estimate of the effects until the Group has completed a detailed analysis of the related contracts.
• Amendment to IFRS 9 "Prepayment Features with Negative Compensation. This document specifies the instruments that envisage early repayment that could comply with the "SPPI" test even if the "reasonable additional compensation" to be paid in the event of early repayment is a "negative compensation" for the lender. The interpretation was endorsed by the European Union in March 2018 and is applicable from 1 January 2019 (early application is also permitted). The directors do not expect a significant effect on the Group's consolidated financial statements through the adoption of these changes.
On the reference date of these consolidated financial statements the competent bodies of the European Union have not yet concluded the approval process necessary for the adoption of the amendments and principles described below.
The Group has adopted the following formats:
Use of these formats permits the most meaningful representation of the Group's operating results, financial position and cash flows.
The scope of consolidation at 30 June 2018 comprises the parent company Sabaf S.p.A. and the following companies controlled by Sabaf S.p.A.:
Control is the power to determine, directly or indirectly, the financial and management policies of an entity so as to obtain benefits from its activities. Subsidiaries are consolidated from the date on which control begins until the date on which control ceases.
Sabaf US Corp. is not consolidated since it is irrelevant for the purposes of the consolidation.
Handan A.R.C. Ltd, Chinese company in which the Group holds a 35% share, was measured at cost in that at 30 June 2018 operations are still in their embryonic stages, and therefore the company is considered irrelevant for consolidation purposes.
The companies in which Sabaf S.p.A. simultaneously possesses the following three elements are considered subsidiaries: (a) power over the company; (b) exposure or rights to variable returns resulting from involvement therein; (c) ability to affect the size of these returns by exercising power. If these subsidiaries exercise a significant influence, they are consolidated as from the date in which control begins until the date in which control ends so as to provide a correct representation of the Group's operating results, financial position and cash flows.
The criteria applied for consolidation are as follows:
a) Assets and liabilities, income and costs in the financial statements consolidated on a 100% line-by-line basis are incorporated into the Group financial statements, regardless of the entity of the equity interest concerned. In addition, the carrying value of equity interests is eliminated against the shareholders' equity relating to investee companies.
b) Positive differences arising from elimination of equity investments against the carrying value of shareholders' equity at the date of first-time consolidation are attributed to the higher values of assets and liabilities when possible and, for the remainder, to goodwill.
c) Payable/receivable and cost/revenue items between consolidated companies and profits/losses arising from intercompany transactions are eliminated.
d) If minority shareholders exist, the portion of shareholders' equity and net profit for the period pertaining to them is posted in specific items of the consolidated statement of financial position and income statement.
Separate financial statements of each company belonging to the Group are prepared in the currency of the country in which that company operates (functional currency). For the purposes of the consolidated financial statements, the financial statement of each foreign entity is expressed in euro, which is the Group's functional currency and the reporting currency for the consolidated financial statements.
The balance sheet items in accounts expressed in currencies other than euro are converted by applying current end-of-year exchange rates. Income statement items are converted at average exchange rates for the period.
Foreign exchange differences arising from the comparison between opening shareholders' equity converted at current exchange rates and at historical exchange rates, together with the difference between the net result expressed at average and current exchange rates, are allocated to "Other Reserves" in shareholders' equity.
The exchange rates used for conversion into euro of the statements of financial position of the foreign subsidiaries, prepared in local currency, are shown in the following table:
| Description of currency |
Exchange rate in effect at 30/06/2018 |
Average exchange rate 01/01/2018 - 30/06/2018 |
Exchange rate in effect at 31/12/2017 |
Average exchange rate 01/01/2017 - 30/06/2017 |
|---|---|---|---|---|
| Brazilian real | 4.4876 | 4.1416 | 3.9729 | 3.4418 |
| Turkish lira | 5.3385 | 4.9573 | 4.5464 | 3.9391 |
| Chinese renminbi | 7.7170 | 7.7085 | 7.8044 | 7.4448 |
The Group's Operating segments in accordance with IFRS 8 - Operating Segment are identified in the business segments that generate revenue and costs, whose results are periodically reassessed by top management in order to assess performance and decisions regarding resource allocation. The Group operating segments are the following:
The preparation of the half-yearly financial statements and notes in accordance with IFRS requires the Directors to make estimates and assumptions that affect the values of revenues, costs, assets and liabilities of the halfyearly financial statements and the disclosures on contingent assets and liabilities at 30 June 2018. In the event that in future these estimates and assumptions, which are based on the Di- rectors' best assessments, should deviate from actual circumstances, they will be amended appropriately at the time the circumstances change. Estimates and assumptions are regularly reviewed and the effects of each change immediately reflected in the income statement.
It should also be noted that certain valuation processes, particularly the more complex ones such as the determination of any impairment losses of non-current assets, are generally carried out in full only for the preparation of the annual financial statements, when all information that could be necessary is available, except in cases in which impairment indicators require an immediate valuation of any impairment losses.
Finally, it should be noted that the actuarial valuation of the post-employment benefit reserve is not conducted for the purpose of preparing the interim financial statements, but only for the annual financial statements, since the resulting effects on the statement of financial position and the comprehensive income statement are not considered to be significant.
| Property | Plant and equipment |
Other assets | Assets under construction |
Total | |
|---|---|---|---|---|---|
| Cost | |||||
| At 31 December 2017 | 52,061 | 189,883 | 41,818 | 3,322 | 287,084 |
| Increases | 149 | 3,255 | 884 | 2,078 | 6,366 |
| Reclassifications | 1,385 | 84 | (1,483) | (14) | |
| Disposals | (44) | (59) | (103) | ||
| Forex differences | (622) | (1,446) | (505) | (116) | (2,689) |
| At 30 June 2018 | 51,588 | 193,033 | 42,222 | 3,801 | 290,644 |
| Accumulated | |||||
| depreciations | |||||
| At 31 December 2017 | 18,284 | 159,042 | 36,689 | - | 214,015 |
| Increases | 740 | 4,092 | 1,097 | 5,929 | |
| Reclassifications | |||||
| Disposals | (44) | (53) | (97) | ||
| Forex differences | (121) | (795) | (328) | (1,244) | |
| At 30 June 2018 | 18,903 | 162,295 | 37,405 | - | 218,603 |
| Carrying value | |||||
| At 31 December 2017 | 33,777 | 30,841 | 5,129 | 3,322 | 73,069 |
| At 30 June 2018 | 32,685 | 30,738 | 4,817 | 3,801 | 72,041 |
The carrying value of the item "Property" is made up as follows:
| 30/06/2018 | 31/12/2017 | Change | |
|---|---|---|---|
| Land | 6,738 | 6,877 | (139) |
| Industrial buildings | 25,947 | 26,900 | (953) |
| Total | 32,685 | 33,777 | (1,092) |
During the half-year period, the largest investments were used for the automation of the production lines for light alloy valves and the increase in production capacity in Turkey. Investments in maintenance and replacement, so that production equipment is kept up to date and remains efficient, are ongoing
Internal and external indicators which would necessitate an impairment test on property, plant and equipment, with reference to these half-yearly financial statements were not identified.
| Cost | |
|---|---|
| At 31 December 2017 | 12,937 |
| Increases | |
| Disposals | (19) |
| At 30 June 2018 | 12,918 |
| Cumulative depreciations and write | |
|---|---|
| downs | |
| At 31 December 2017 | 7,240 |
| Depreciations for the period | 211 |
| Eliminations for disposals | (2) |
| At 30 June 2018 | 7,449 |
| Carrying value | |
| At 31 December 2017 | 5,697 |
| At 30 June 2018 | 5,469 |
This item includes non-operating buildings owned by the Group: these are mainly properties for residential use, located in Ospitaletto near Sabaf's headquarters, held for rental or sale. The carrying value is considered to be in line with the presumed realisable value.
| Goodwill | Patents, software and know-how |
Development costs |
Other intangible assets |
Total | |
|---|---|---|---|---|---|
| Cost | |||||
| At 31 December 2017 |
10,778 | 6,859 | 5,372 | 793 | 23,802 |
| Increases | 88 | 225 | 10 | 323 | |
| Reclassifications | (4) | (4) | |||
| Forex differences | (15) | (15) | |||
| At 30 June 2018 | 10,778 | 6,932 | 5,593 | 803 | 24,106 |
| Accumulated amortisation |
|||||
| At 31 December 2017 |
4,563 | 6,254 | 3,041 | 661 | 14,519 |
| Increases | 136 | 181 | 10 | 327 | |
| Reclassifications | |||||
| Forex differences | (7) | 1 | (6) | ||
| At 30 June 2018 | 4,563 | 6,383 | 3,222 | 672 | 14,840 |
| Carrying value | |||||
| At 31 December 2017 |
6,215 | 605 | 2,331 | 132 | 9,283 |
| At 30 June 2018 | 6,215 | 549 | 2,371 | 131 | 9,266 |
The Group verifies the ability to recover goodwill at least once a year or more frequently if there are indications of value impairment. Recoverable value is determined through value of use, by discounting expected cash flows.
The goodwill booked in the financial statements:
for €4.45 million arises from the acquisition of Faringosi Hinges S.r.l. and was subsequently allocated to the "Hinges" cash generating unit.
for €1.77 arises from the acquisition of A.R.C. S.r.l. and was subsequently allocated to the cash generating unit "Professional burners".
The Group did not identify any impairment indicators in the first half of 2018, i.e. signs that tangible and intangible assets including goodwill relating to the CGU "Hinges" and "Professional burners" may have suffered an impairment loss. As a result, at 30 June 2018, it was not necessary to perform an impairment test based on an updated business plan.
Other intangible fixed assets have a finite useful life and, as a result, are amortised throughout their life. The useful life of projects for which development costs are capitalised is estimated to be 10 years.
The increase in development costs mainly includes the costs for the design of new models of special burners.
Internal and external indicators that would necessitate an impairment test on intangible assets, other than goodwill, with reference to these half-yearly financial statements were not identified.
| 31/12/2017 | Changes | 30/06/2018 | |
|---|---|---|---|
| Sabaf U.S. | 139 | - | 139 |
| Handan ARC Burners Co. | 101 | - | 101 |
| Other equity investments | 40 | - | 40 |
| Total | 281 | - | 281 |
The subsidiary Sabaf U.S. operates as a commercial base for North America. The carrying value of the investment is deemed recoverable taking into consideration expected developments on the North American market.
Handan ARC Burners Co. is a Chinese joint venture built at the end of 2015, in which A.R.C. s.r.l. holds 50% (therefore, the Group's share is 35%). The aim of Handan ARC Burners is to produce and market in China burners for professional cooking; production of the first pre-series began in 2017.
| 30/06/2018 | 31/12/2017 | Change | |
|---|---|---|---|
| Tax receivables | 266 | 153 | 113 |
| Guarantee deposits | 43 | 43 | - |
| Total | 309 | 196 | 113 |
Tax receivables relate to indirect taxes expected to be recovered after 30 June 2019.
| 30/06/2018 | 31/12/2017 | Change | |
|---|---|---|---|
| Raw Materials | 12,925 | 11,459 | 1,466 |
| Semi-processed goods | 11,889 | 11,180 | 709 |
| Finished products | 16,697 | 13,448 | 3,249 |
| Provision for inventory write | (3,218) | (3,158) | (60) |
| downs | |||
| Total | 38,293 | 32,929 | 5,364 |
The value of inventories at 30 June 2018 was higher than at the end of 2017, subsequent to the different seasonal trend. The increase in finished product inventories is also due to the fact that some sales, planned for the end of the first half, were postponed to the third quarter of 2018. The impact of inventories on sales is 25.2%, compared with 24% at the end of 2017.
At 30 June 2018, the inventory obsolescence provision was adjusted based on an improved estimate of the obsolescence risk, measured by analysing slow and non-moving inventory.
| 30/06/2018 | 31/12/2017 | Change | |
|---|---|---|---|
| Total trade receivables | 49,922 | 43,002 | 6,920 |
| Bad debt provision | (838) | (739) | (99) |
| Net total | 49,084 | 42,263 | 6,821 |
The amount of trade receivables at 30 June 2018 increased compared to the balance at the end of 2017 due to the different seasonality and delays in payment by some customers. There were no significant changes in average payment terms agreed with clients. At 30 June 2018, receivables overdue by more than 90 days totalled €1,086,000 (€191,000 at 31 December 2017).
At 30 June 2018, trade receivables included balances of some USD 7.8 million, posted at the €/USD exchange rate at the end of the period, i.e. 1.1658.
| 30/06/2018 | 31/12/2017 | Change | |
|---|---|---|---|
| For income tax | 1,785 | 1,998 | (213) |
| For VAT and other sales taxes | 894 | 682 | 212 |
| Other tax credits | 113 | 385 | (272) |
| Total | 2,792 | 3,065 | (273) |
The income tax receivables derives for € 1,153,000 from the full deductibility of IRAP from IRES relating to the expenses incurred for employees for the 2006-2011 period (Italian Legislative Decree 201/2011), for which an application for a refund was presented and, for the residual part, to the balance of income tax for 2017, for the part exceeding the tax to be paid.
Other tax receivables mainly refer to receivables in respect of indirect Brazilian and Turkish taxes.
| 30/06/2018 | 31/12/2017 | Change | |
|---|---|---|---|
| Advances to suppliers | 252 | 360 | (108) |
| Credits to be received from suppliers |
369 | 155 | 214 |
| Other receivables, accrued income and prepaid expenses |
950 | 542 | 408 |
| Total | 1,571 | 1,057 | 514 |
Credits to be received from suppliers for €171,000, include the energy subsidy due to companies that consume a large amount of energy (so-called "energy-intensive bonuses") for 2017. "Energy-intensive bonuses" due for the years 2014, 2015 and 2016 were regularly collected during 2017 and 2018.
| 30/06/2018 | 31/12/2017 | |||
|---|---|---|---|---|
| Current | Non current | Current | Non current | |
| Restricted bank accounts | 60 | 120 | 60 | 180 |
| Derivative instruments on | 8 | - | 7 | - |
| interest rates | ||||
| Total | 68 | 120 | 67 | 180 |
At 30 June 2018, the item Derivative instruments on interest rates refers to the positive fair value of an IRS hedging rate risks of an unsecured loan pending, for a notional amount of approximately € 3.6 million and expiry until 31 December 2021. Financial income was recognised in the income statement with a balancing entry. 11. CASH AND CASH EQUIVALENTS
Cash and cash equivalents, which amounted to €7,204,000 at 30 June 2018 (€11,533,000 at 31 December 2017) consisted of bank current account balances of €6,949,000 (€11 million at 31 December 2017) and investments in mutual funds with immediate liquidity of €255,000 (€0.5 million at 31 December 2017). Changes in the net financial position are analysed in the cash flow statement.
Sabaf S.p.A.'s share capital at 30 June 2018 consists of 11,533,450 shares with a par value of €1.00 each and has not changed compared with 31 December 2017.
In the course of the first half year of 2018, 112,670 treasury shares were acquired at an average unit price of €18.518, while they have not been sold.
At 30 June 2018, Sabaf S.p.A. held 494,439 treasury shares (4.287% of the share capital), reported in the financial statements as an adjustment to shareholders' equity at a unit value of €13,339.
There were 11,039,011 outstanding shares at 30 June 2018 (11,151,681 at 31 December 2017).
Items "Retained earnings, other reserves" of €90,236,000 included, at 30 June 2018, the stock grant reserve of €65 thousand, which included the measurement at 30 June 2018 of fair value of rights assigned to receive shares of the Parent Company.
For details of the Stock Grant Plan, refer to Note 36.
| 30/06/2018 | 31/12/2017 | |||
|---|---|---|---|---|
| Current | Non current | Current | Non current | |
| Property leasing | 151 | 1,386 | 149 | 1,462 |
| Unsecured loans | 7,987 | 21,064 | 5,982 | 16,298 |
| Short-term bank loans | 6,216 | - | 9,477 | - |
| Advances on bank receipts or invoices |
3,140 | - | 1,678 | - |
| Interest payable | 27 | - | 2 | - |
| Total | 17,521 | 22,450 | 17,288 | 17,760 |
Changes in loans over the first half of the year are shown in the cash flow statement. During the half year, two new medium/long-term loans were taken out, each for an amount of €5 million, repayable in 5 years. To manage interest rate risk, unsecured loans are either fixed-rate or hedged by IRS. These loans are not conditional on contractual clauses (covenants). Short-term loans of up to three months have been renewed as part of ordinary cash flow management activities.
Two of the outstanding unsecured loans of €8 million at 30 June 2018 have covenants, defined with reference to the consolidated financial statements at the end of the reporting period, as specified below:
Commitment to maintain a ratio of net financial position to shareholders' equity of less than 1
Commitment to maintain a ratio of net financial position to EBITDA of less than 2.
At 31 December 2017, covenants were widely observed.
| 30/06/2018 | 31/12/2017 | |||
|---|---|---|---|---|
| Current | Non current | Current | Non current | |
| Option on minorities | - | 1,763 | - | 1,763 |
| Payables to A.R.C.'s | 60 | 120 | 60 | 180 |
| shareholders | ||||
| Currency derivatives | 77 | - | - | - |
| Derivative instruments on | 41 | - | 15 | - |
| interest rates | ||||
| Total | 178 | 1,883 | 75 | 1,943 |
In June 2016, in the course of the purchase operation of 70% of A.R.C. s.r.l., SABAF concluded with Mr Loris Gasparini (current minority shareholder at 30% of A.R.C.) an agreement that aimed to regulate Mr. Gasparini's right to leave A.R.C. and the interest of Sabaf in acquiring 100% of the shares after expiry of the term of five years from the signing of the purchase agreement of 24 June 2016, by signing specific option agreements. Therefore, the agreement envisaged specific option rights to purchase (by Sabaf) and sell (by Gasparini) exercisable as from 24 June 2021, the remaining shares of 30% of A.R.C., with strike prices contractually defined on the basis of final income parameters from A.R.C. at 31 December 2020.
Pursuant to the provisions of IAS 32, the assignment of an option to sell (put option) in the terms described above required the initial recognition of a liability corresponding to the estimated redemption value, expected at the time of any exercise of the option: to this end, a financial liability of € 1.522 million was recognised in the consolidated financial statements at 31 December 2016. At 31 December 2017, the Group revalued the outlay estimate, based on the expected results of A.R.C. at 31 December 2020 in accordance with the business plan of the subsidiary prepared at the beginning of 2018. The recalculation of the fair value, in compliance with IAS 39, led to an increase of €241,000 in the liability. At 30 June 2018, this amount remained unchanged compared to 31 December 2017 in that no indicators requiring adjustment of the valuation emerged during the first half of the year.
The payables to A.R.C.'s shareholders, equivalent to €180,000 at 30 June 2018, are related to the part of the price not yet liquidated to the vendors, which is deposited on an escrow account and will be released for the benefit of vendors on a straight-line basis until 2021, in accordance with the contractual agreements and the guarantees given by the vendors.
The Group uses derivative financial instruments, both on exchange and on interest rates. At 30 June 2018 the Group has in place four interest rate swap (IRS) contracts for amounts and maturities coinciding with four unsecured loans that are being amortised, whose residual value at 30 June 2018 is €13.029 million. The contracts have not been designated as capital flow hedges and are therefore at their fair value through profit and loss, and recognised in the items "Financial assets" or "Other financial liabilities".
| 30/06/2018 | 31/12/2017 | Change | |
|---|---|---|---|
| Post-employment benefit reserve | 2,684 | 2,720 | (36) |
| Retirement reserve | - | 125 | (125) |
| Total | 2,684 | 2,845 | (161) |
| 31/12/2017 | Provisions | Utilisation | Release of excess portion |
Forex differences |
30/06/2018 | |
|---|---|---|---|---|---|---|
| Reserve for | ||||||
| agents' | 210 | 36 | (8) | - | - | 238 |
| indemnities | ||||||
| Product | 60 | - | (8) | - | - | 52 |
| guarantee fund | ||||||
| Reserve for | 115 | - | (7) | - | - | 108 |
| legal risks | ||||||
| Total | 385 | 36 | (23) | - | - | 398 |
The reserve for agents' indemnities covers amounts payable to agents if the Group terminates the agency relationship.
The product guarantee fund covers expenses to be incurred for servicing products during the warranty period. The reserve for legal risks is allocated for disputes of a modest size.
The provisions booked to the provisions for risks, which represent the estimate of future payments made based on historical experience, have not been discounted because the effect is considered negligible.
| 30/06/2018 | 31/12/2017 | Change | |
|---|---|---|---|
| Total | 25,083 | 19,975 | 5,108 |
The increase in trade payables compared to the end of 2017 reflects the different seasonal trend. The payment terms did not change.
At 30 June 2018, there were no overdue payables of a significant amount and the Group did not receive any injunctions for overdue payables.
| 30/06/2018 | 31/12/2017 | Change | |
|---|---|---|---|
| Income tax payables | 1,814 | 240 | 1,574 |
| Withholding taxes | 448 | 656 | (208) |
| Other tax payables | 91 | 199 | (108) |
| Total | 2,353 | 1,095 | 1,258 |
The increase in income tax payables compared with the end of the half-year was due to the corporate income tax (IRES) payment dates, requiring payments on account in July and November and payment of the balance in July of the following year.
| 30/06/2018 | 31/12/2017 | Change | |
|---|---|---|---|
| To employees | 4,931 | 4,552 | 379 |
| To social security | 1,949 | 2,304 | (355) |
| institutions | |||
| To agents | 237 | 195 | 42 |
| Advances from customers | 188 | 94 | 94 |
| Other current payables, | 343 | 346 | (3) |
| accrued and deferred | |||
| Total | 7,648 | 7,491 | 157 |
At 30 June 2018, payables due to employees included amounts for the thirteenth month's pay and for holidays accrued but not taken.
| 30/06/2018 | 31/12/2017 | Change | ||
|---|---|---|---|---|
| A. | Cash | 15 | 14 | 1 |
| B. | Positive balances of unrestricted bank accounts | 6,949 | 11,009 | (4,060) |
| C. | Other cash equivalents | 240 | 510 | (270) |
| D. | Liquidity (A+B+C) | 7,204 | 11,533 | (4,329) |
| E. | Current financial receivables | 68 | - | 68 |
| F. | Current bank payables | 9,383 | 11,157 | (1,774) |
| G. | Current portion of non-current debt | 8,138 | 6,131 | 2,007 |
| H. | Other current financial payables | 178 | 75 | 103 |
| I. | Current financial debt (F+G+H) | 17,699 | 17,363 | 336 |
| J. | Net current financial debt (I-E-D) | 10,427 | 5,830 | 4,597 |
| K. | Non-current bank payables | 21,064 | 16,298 | 4,767 |
| L. | Other non-current financial payables | 3,269 | 3,405 | (136) |
| M. | Non-current financial debt (K+L) | 24,333 | 19,703 | 4,631 |
| N. | Net financial debt (J+M) | 34,760 | 25,533 | 9,228 |
The change in cash and cash equivalents (letter D. of the net financial position table) is shown in the Cash Flow Statement.
| 30/06/2018 | 31/12/2017 | Change | |
|---|---|---|---|
| Deferred tax assets | 4,965 | 5,096 | (131) |
| Deferred tax liabilities | (867) | (804) | (63) |
| Net position | 4,098 | 4,292 | (194) |
Below are the main elements comprising deferred tax assets and liabilities and their changes during the period:
| Amortisat ion and leasing |
Provisio ns and value adjustme nts |
Fair value of derivativ e instrume nts |
Goodwil l |
Tax incentiv es |
Actuarial post employm ent benefit reserve evaluatio n |
Other temporary difference s |
Total | |
|---|---|---|---|---|---|---|---|---|
| At 31 December 2017 |
(120) | 1,150 | 3 | 1,771 | 629 | 189 | 671 | 4,292 |
| To the income statement |
52 | 133 | 6 | - | (119) | - | (136) | (64) |
| Forex differences | - | (14) | - | - | (85) | - | (32) | (131) |
| At 30 June 2018 | (68) | 1,269 | 9 | 1,771 | 425 | 189 | 503 | 4,098 |
Tax assets relating to goodwill, amounting to €1,771,000, refer to the redemption of the value of the investment in Faringosi Hinges s.r.l. made in 2011. The future tax benefit can be made in ten annual portions starting in 2018.
Deferred tax assets relating to tax incentives are commensurate to investments made in Turkey, for which the Group benefited from reduced taxation recognised on income generated.
In the first half of 2018, revenue from sales and services totalled €76,013,000, down by 1.58% versus €77,236,000 in the same period in 2017. For comments on changes in revenues and a detailed analysis of revenues by product family and geographical area, please see the Report on Operations.
| H1 2018 | H1 2017 | Change | |
|---|---|---|---|
| Sale of trimmings and raw | |||
| materials | 1,349 | 1,129 | 220 |
| Rental income | 44 | 43 | 1 |
| Contingent income | 37 | 89 | (52) |
| Release of reserve for risks | 8 | 15 | (7) |
| Other income | 230 | 305 | (75) |
| Total | 1,668 | 1,581 | 87 |
| H1 2018 | H1 2017 | Change | |
|---|---|---|---|
| Commodities and outsourced components |
31,272 | 30,175 | 1,097 |
| Consumables | 3,283 | 2,864 | 419 |
| Total | 34,555 | 33,039 | 1,516 |
The effective average purchase prices of the main raw materials (aluminium, steel and brass) recorded a general increase, with a negative effect of approximately €1 million (equal to 1.3% of sales).
Consumption (purchases plus change in inventories) as a percentage of sales was 36.4% in the first half, compared with 36.1% in the first half of 2017.
| H1 2018 | H1 2017 | Change | |
|---|---|---|---|
| Outsourced processing | 5,633 | 5,275 | 358 |
| Natural gas and electricity | 2,423 | 2,497 | (74) |
| Maintenance | 2,317 | 2,355 | (38) |
| Advisory services | 1,169 | 1,067 | 102 |
| Transport and export expenses | 1,121 | 1,086 | 35 |
| Travel expenses and allowances | 462 | 409 | 53 |
| Directors' fees | 373 | 518 | (145) |
| Commissions | 306 | 274 | 32 |
| Insurance | 298 | 295 | 3 |
| Waste disposal | 270 | 247 | 23 |
| Canteen | 209 | 207 | 2 |
| Use of temporary agency workers | 114 | 99 | 15 |
| Other costs | 1,619 | 1,585 | 34 |
| Total | 16,314 | 15,914 | 400 |
The increase in costs for services compared to the first half of 2017 mainly concerns higher costs for outsourced processing related to the increase of production volumes, which also required an increased use of outsourcing for some stages of production, and higher costs for advisory services. Other costs include registering of patents, leasing of third-party assets, cleaning and other minor items.
| H1 2018 | H1 2017 | Change | |
|---|---|---|---|
| Salaries and wages | 12,308 | 12,630 | (322) |
| Social Security costs | 3,909 | 3,974 | (65) |
| Severance Indemnity and | 698 | 727 | (29) |
| supplementary pension | |||
| Temporary agency workers | 1,090 | 939 | 151 |
| Stock grant plan | 65 | - | 65 |
| Other costs | 203 | 147 | 56 |
| Total | 18,273 | 18,417 | (144) |
The average Group headcount in the first half of 2018 was 768 employees (594 blue-collars, 159 white-collars and supervisors, and 15 managers) compared to 754 in the first half of 2017. The average number of temporary workers was 88, compared with 72 in the same period of 2017. During the period, the Group did not use the temporary unemployment fund.
The item "Stock Grant Plan" of €65 thousand, included the measurement at 30 June 2018 of the fair value of rights assigned to receive shares of the Parent Company. For details of the Stock Grant Plan, refer to Note 36.
| H1 2018 | H1 2017 | Change | |
|---|---|---|---|
| Bad debt provision | 106 | 63 | 43 |
| Non-income related taxes and | 244 | 250 | |
| duties | (6) | ||
| Contingent liabilities | 68 | 59 | 9 |
| Provisions for risks | 36 | 47 | (11) |
| Other operating costs | 199 | 169 | 30 |
| Total | 653 | 588 | 65 |
| H1 2018 | H1 2017 | Change | |
|---|---|---|---|
| Interest paid to banks | 172 | 146 | 26 |
| Interest paid on finance lease | 9 | 10 | (1) |
| contracts | |||
| Financial expenses on | |||
| derivative financial | 77 | - | 77 |
| instruments | |||
| Banking expenses | 121 | 109 | 12 |
| Other financial expense | 26 | 18 | 8 |
| Total | 405 | 283 | 122 |
In the first half of 2018, the Group reported net foreign exchange gains of €1,072,000 (versus net gains of €101,000 in the same period of 2017), following the depreciation of the Turkish lira and the Brazilian real against the Euro and the dollar.
| H1 2018 | H1 2017 | Change | |
|---|---|---|---|
| Current taxes | 2,444 | 2,487 | (43) |
| Deferred tax liabilities | (32) | 235 | (267) |
| Balance of previous FYs | 0 | 65 | (65) |
| Total | 2,412 | 2,787 | (375) |
Income tax is calculated in a precise manner, in the same way as taxes are calculated when drafting the annual financial statements.
In the first half of 2018, the impact of current taxes as a share of the pre-tax profit (tax-rate) is 24.7%, compared with 27.1% in the first half of 2017. The decrease in the tax rate was due to the tax benefits related to the investments made in Italy ("super amortisation" and "hyper amortisation") and Turkey, as well as to the tax benefit related to the Patent Box.
Basic and diluted EPS are calculated based on the following data:
| H1 2018 | H1 2017 | |
|---|---|---|
| (€/000) | (€/000) | |
| Net profit for the period | 7,226 | 7,452 |
| Number of shares | H1 2018 | H1 2017 |
| Weighted average number of ordinary shares for determining basic earnings per share |
11,072,688 | 11,235,368 |
| Dilutive effect from potential ordinary shares |
0 | 0 |
| Weighted average number of ordinary shares for determining diluted earnings per share |
11,072,688 | 11,235,368 |
| H1 2018 | H1 2017 | |
| Euro | Euro | |
| Basic earnings per share | 0.653 | 0.663 |
| Diluted earnings per share | 0.653 | 0.663 |
The number of shares for measuring the earnings per share was calculated net of the average number of shares in the portfolio.
On 31 May 2018, shareholders were paid a dividend of €0.55 per share (total dividends of €6,071,000); a unitary dividend equal to €0.48 per share was paid in 2017.
Below is the information by business segment for the first half of 2018 and 2017.
First half 2018
| Gas parts (household and professional) |
Hinges | Total | |
|---|---|---|---|
| Sales | 70,954 | 5,059 | 76,013 |
| Ebit | 8,285 | 699 | 8,984 |
First half 2017
| Gas parts (household and professional) |
Hinges | Total | |
|---|---|---|---|
| Sales | 72,945 | 4,291 | 77,236 |
| Ebit | 9,827 | 493 | 10,320 |
Transactions between Sabaf S.p.A. and its consolidated subsidiaries have been eliminated from the consolidated financial statements and are not addressed in these notes. The table below illustrates the impact of all transactions between the Group and other related parties on the statement of financial position and income statement.
Impact of related-party transactions or positions on items in the statement of financial position at 30 June 2018.
| Total financial stateme nt item |
Parent compan y |
Non consolidate d subsidiarie s |
Other related parties |
Total related parties |
Impact on the total |
|
|---|---|---|---|---|---|---|
| Trade receivables | 49,084 | - | 124 | - | 124 | 0.25% |
| Tax receivables | 2,792 | 1,158 | - | - | 1,158 | 41.48% |
| Trade payables | 25,083 | - | 129 | 2 | 131 | 0.52% |
Impact of related-party transactions or positions on items in the statement of financial position at 30 June 2017.
| Total financial stateme nt item |
Parent compan y |
Non consolidate d subsidiarie s |
Other related parties |
Total related parties |
Impact on the total |
|
|---|---|---|---|---|---|---|
| Trade receivables | 49,113 | - | 139 | - | 139 | 0.28% |
| Tax receivables | 2,177 | 1,158 | - | - | 1,158 | 53.16% |
Impact of related-party transactions or positions on income statement items at 30 June 2018
| Total financial |
Non | Other | Impact on the total |
|||
|---|---|---|---|---|---|---|
| statement item |
Parent company |
consolidated subsidiaries |
related parties |
Total related parties |
||
| Other income | 1,668 | 35 | - | - | 35 | 2.10% |
| Services | 16,314 | - | 129 | 9 | 138 | 0.85% |
Impact of related-party transactions or positions on income statement items at 30 June 2017
| Total financial |
Non | Other | ||||
|---|---|---|---|---|---|---|
| statement item |
Parent company |
consolidated subsidiaries |
related parties |
Total related parties |
Impact on the total |
|
| Other income | 1,581 | 5 | - | - | 5 | 0.32% |
| Services | 15,914 | - | 92 | - | 92 | 0.58% |
Relations with the parent company Giuseppe Saleri S.a.p.A., consist of administration services provided by Sabaf S.p.A. to the parent company and, until 2015, in tax consolidation relations, which generated the receivable shown in the table and commented in Note 8.
Transactions with non-consolidated subsidiaries were solely of a commercial nature.
All transactions are regulated by specific contracts regulated at arm's length conditions.
In order to adopt a medium and long-term incentive instrument for directors and employees of the Sabaf Group, on the proposal of the Remuneration and Nomination Committee, the Board of Directors prepared a specific free allocation plan of shares (the "Plan") with the characteristics described below.
The Plan was approved by the Shareholders' Meeting on 8 May 2018 and the related Regulations by the Board of Directors on 15 May 2018.
The Plan aims to promote and pursue the involvement of the beneficiaries whose activities are considered relevant for the implementation of the contents and the achievement of the objectives set out in the Business Plan, foster loyalty development and motivation of managers, by increasing their entrepreneurial approach as well as align the interests of management with those of the Company's shareholders more closely, with a view to encouraging the achievement of significant results in the economic and asset growth of the Company.
The Plan is intended for persons who hold or will hold key positions in the Company and/or its Subsidiaries, with reference to the implementation of the contents and the achievement of the objectives of the 2018-2020 Business Plan. The Beneficiaries are divided into two groups:
On 15 May 2018, the Board of Directors identified the Beneficiaries of Cluster 1 of the Plan to whom a total of 185,600 rights have been assigned.
The subject-matter of the Plan is the free allocation to the Beneficiaries of a maximum of 370,000 Rights, each of which entitles them to receive free of charge, under the terms and conditions provided for by the Regulations of the Plan, 1 Sabaf S.p.A. Share.
The free allocation of Sabaf S.p.A. shares is conditional, among other things, on the achievement, in whole or in part, with progressiveness, of the business objectives related to the ROI, EBITDA and TSR indicators.
The Plan expires on 31 December 2022 (or on a different subsequent date set by the Board of Directors).
Considering the allocation mechanism described above, it was necessary to measure at fair value the rights assigned to receive shares of the Parent Company.
The main assumptions made at the beginning of the vesting period of the plan are illustrated below:
| 2018 | 2019 | 2020 | 2018- 2020 | |
|---|---|---|---|---|
| Share price at the start of the vesting period | 19.48 | 19.48 | 19.48 | 19.48 |
| Risk free rate | | | | |
| Expected volatility | 31% | 29% | 27% | 29% |
| Dividend yield | 2.30 | 2.30 | 2.30 | 2.30 |
| Strike Price | 19.48 | 19.48 | 19.48 | 19.48 |
| Total value on ROI | 6.83 | |||
| Rights on ROI | 33.40 | Fair Value | 2.2 | |
| 2018 | 2019 | 2020 | ||
| Share price at the start of the vesting period | 19.48 | 19.48 | 19.48 | |
| Risk free rate | | | | |
| Expected volatility | 31% | 29% | 27% | |
| Dividend yield | 2.30 | 2.30 | 2.30 | |
| Strike Price | 19.48 | 19.48 | 19.48 | |
| Total value on EBITDA | 8.97 | |||
| Rights on EBITDA | 33.30 | |||
| FAIR VALUE MEASUREMENT METHODS - RIGHTS RELATING TO OBJECTIVES MEASURED ON TSR | Fair Value | 2.9 | ||
| 2018 | 2019 | 2020 | ||
| Share price at the start of the vesting period | 19.48 | 19.48 | 19.48 | |
| Risk free rate | | | | |
| Expected volatility | 31% | 29% | 27% | |
| Dividend yield | 0.00 | 0.00 | 0.00 | |
| Strike Price | 22.61 | 25.32 | 28.34 | |
| Total value on ROI Rights on ROI |
6.00 33.30 |
Fair Value | 2.0 |
In line with the date on which the beneficiaries became aware of the assignment of the rights and terms of the plan, the grant date was set at 15 May 2018, the accounting impacts of the plan for the first half of 2018 are illustrated in Note 13 and Note 27 of this Report.
Pursuant to the CONSOB memorandum of 28 July 2006, the Group declares that no significant non-recurring events or transactions, as defined by the memorandum, took place in the first half of 2018.
Pursuant to Consob communication of 28 July 2006, the Group declares that no atypical and/or unusual transactions as defined by the Consob communication itself were carried out during the first half of 2018.
The Sabaf Group has issued sureties to guarantee consumer and mortgage loans granted by Banco di Brescia to Group employees for a total of €4,871,000 (€5,385,000 at 31 December 2017).
| Company name | Registered offices | Participating company |
ownership % | |
|---|---|---|---|---|
| Parent company | ||||
| Sabaf S.p.A. | Ospitaletto (BS) Via dei Carpini, 1 |
€ 11,533,450 | ||
| Subsidiary companies | ||||
| Faringosi-Hinges s.r.l. | Ospitaletto (BS) Via Martiri della Libertà, 66 |
€ 90,000 | Sabaf S.p.A. | 100% |
| Sabaf Immobiliare s.r.l. | Ospitaletto (BS) Via Martiri della Libertà, 66 |
€ 25,000 | Sabaf S.p.A. | 100% |
| Sabaf do Brasil Ltda. | Jundiaí - São Paulo (Brazil) | BRL 24,000,000 | Sabaf S.p.A. | 100% |
| Sabaf Beyaz Esya Parcalari Sanayi Ve Ticaret Limited Sirteki |
Manisa (Turkey) | TRY 28,000,000 | Sabaf S.p.A. | 100% |
| Sabaf Appliance Components (Kunshan) Co., Ltd. |
Kunshan (China) | € 200,000 | Sabaf S.p.A. | 100% |
| Sabaf Appliance Components (Kunshan) Co., Ltd. |
Kunshan (China) | € 4,400,000 | Sabaf S.p.A. | 100% |
| A.R.C. s.r.l. | Campodarsego (PD) | € 45,000 | Sabaf S.p.A. | 70% |
| Company name | Registered offices | Share capital | Participating company |
ownership % |
holding % |
|---|---|---|---|---|---|
| Sabaf US Corp. | Plainfield – Illinois (USA) | USD 100,000 | Sabaf S.p.A. | 100% | 100% |
| Handan ARC Burners Co., Ltd. |
Handan (China) | RMB 7,000,000 | A.R.C. s.r.l. | 50% | 35% |
Gianluca Beschi, the Financial Reporting Officer of Sabaf S.p.A., has taken into account the requirements of Article 154-bis, paragraphs 3 and 4, of Legislative Decree 58 of 24 February 1998 and can certify
of the administrative and accounting procedures to draft the condensed consolidated interim report in the first half of 2018.
They also certify that:
Ospitaletto, 2 August 2018
Chief Executive Officer Pietro Iotti
The Financial Reporting Officer Gianluca Beschi
.
Review report on the half-yearly condensed consolidated financial statements
(Translation from the original Italian text)
EY S.p.A. Corso Magenta, 29 25121 Brescia
Tel: +39 030 2896111 Fax: +39 030 295437 ey.com
To the Shareholders of Sabaf S.p.A.
We have reviewed the half-yearly condensed consolidated financial statements, comprising the statement of financial position, the statement of income, the statement of comprehensive income, the statement of changes in shareholders' equity and cash flows and the related explanatory notes of Sabaf S.p.A. and its subsidiaries (the "Sabaf Group") as of 30 June 2018. The Directors of Sabaf S.p.A. are responsible for the preparation of the half-yearly condensed consolidated financial statements in conformity with the International Financial Reporting Standard applicable to interim financial reporting (IAS 34) as adopted by the European Union. Our responsibility is to express a conclusion on these half-yearly condensed consolidated financial statements based on our review.
We conducted our review in accordance with review standards recommended by Consob (the Italian Stock Exchange Regulatory Agency) in its Resolution no. 10867 of 31 July 1997. A review of interim condensed consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (ISA Italia) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the half-yearly condensed consolidated financial statements.
Based on our review, nothing has come to our attention that causes us to believe that the half-yearly condensed consolidated financial statements of Sabaf Group as of June 30, 2018 are not prepared, in all material respects, in conformity with the International Financial Reporting Standard applicable to interim financial reporting (IAS 34) as adopted by the European Union.
EY S.p.A. Sede Legale: Via Po, 32 - 00198 Roma Capitale Sociale Euro 2.525.000,00 i.v. Iscritta alla S.O. del Registro delle Imprese presso la C.C.I.A.A. di Roma Codice fiscale e numero di iscrizione 00434000584 - numero R.E.A. 250904 P.IVA 00891231003 Iscritta al Registro Revisori Legali al n. 70945 Pubblicato sulla G.U. Suppl. 13 - IV Serie Speciale del 17/2/1998 Iscritta all'Albo Speciale delle società di revisione Consob al progressivo n. 2 delibera n.10831 del 16/7/1997
The consolidated financial statements for the year ended 31 December 2017 and the half-yearly condensed consolidated financial statements for the half-year period ended 30June 2017 have been respectively audited and reviewed by another auditor who expressed an unqualified opinion on the consolidated financial statements on 12 April 2018 and expressed an unqualified conclusion on the half-yearly condensed consolidated financial statements on 4 August 2017.
Brescia, 3 August 2018
EY S.p.A. Signed by: Massimo Meloni, Partner
This report has been translated into the English language solely for the convenience of international readers
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