Quarterly Report • May 15, 2018
Quarterly Report
Open in ViewerOpens in native device viewer
Emak S.p.A. • Via Fermi, 4 • 42011 Bagnolo in Piano (Reggio Emilia) ITALY Tel. +39 0522 956611 • Fax +39 0522 951555 – www.emakgroup.it • www.emak.it Capitale Sociale Euro 42.623.057,10 Interamente versato • Registro delle Imprese N. 00130010358 • R.E.A. 107563 Registro A.E.E. IT08020000000632 • Registro Pile/Accumulatori IT09060P00000161 Meccanografico RE 005145 • C/C Postale 11178423 • Partita IVA 00130010358 • Codice Fiscale 00130010358
| Organizational chart of Emak Group 3 | |
|---|---|
| Corporate Bodies of Emak S.p.A4 | |
| Main economic and financial figures for the Group 5 | |
| Directors' report5 | |
| Comments on economic figures 6 | |
| Comment to consolidated statement of financial position 7 | |
| Highlights of the consolidated financial statement broken down by operating segment for the first quarter 2018 10 | |
| Comments on interim results by operating segment 10 | |
| Business outlook11 | |
| Subsequent events 11 | |
| Others information 11 | |
| Definitions of alternative performance indicators12 | |
| Consolidated Financial Statements 13 | |
| Consolidated Income Statement13 | |
| Statement of consolidated financial position14 | |
| Statement of change in consolidated equity between 31st December 2017 and 31st March 201815 | |
| Comments on the financial statements16 | |
| Declaration of the executive in charge of preparing the accounting statements pursuant to the rules of Article 154- | |
| bis, paragraph 2 of Legislative Decree no. 58/1998 19 |
The Ordinary General Meeting of the Shareholders of the Parent Company, Emak S.p.A. on 22 April 2016 appointed the Board of Directors and the Board of Statutory Auditors for the financial years 2016-2018 and conferred also the engagement for the independent audit for the financial years 2016-2024.
| Board of Directors | |
|---|---|
| Chairman and Chief Executive Officer | Fausto Bellamico |
| Deputy Chairman | Aimone Burani |
| Executive Director | Stefano Slanzi |
| Lead Independent Director | Massimo Livatino |
| Independent Directors | Alessandra Lanza |
| Elena Iotti | |
| Directors | Francesca Baldi |
| Ariello Bartoli | |
| Luigi Bartoli | |
| Paola Becchi | |
| Giuliano Ferrari | |
| Vilmo Spaggiari | |
| Guerrino Zambelli | |
| Marzia Salsapariglia | |
| Audit Committee and Remuneration Committee | |
| Chairman | Massimo Livatino |
| Components | Alessandra Lanza |
| Elena Iotti | |
| Nomination Committee | |
| Chairman | Massimo Livatino |
| Components | Alessandra Lanza |
| Luigi Bartoli | |
| Financial Reporting Officer | Aimone Burani |
| Supervisory Body as per Legislative Decree 231/01 | |
| Chairman | Sara Mandelli |
| Acting member | Roberto Bertuzzi |
| Board of Statutory Auditors | |
| Chairman | Paolo Caselli |
| Acting auditors | Gianluca Bartoli |
| Francesca Benassi | |
| Alternate auditor | Maria Cristina Mescoli |
| Federico Cattini | |
Independent Auditor Deloitte & Touche S.p.A.
| Year 2017 | 1Q 2018 | 1Q 2017 | |
|---|---|---|---|
| 422,155 | Revenues from sales | 131,166 | 119,204 |
| 45,612 | EBITDA before non ordinary expenses (*) |
18,068 | 17,291 |
| 43,932 | EBITDA (*) |
17,274 | 17,291 |
| 29,977 | EBIT | 13,676 | 14,241 |
| 16,435 | Net profit | 11,180 | 9,250 |
| Year 2017 | 1Q 2018 | 1Q 2017 | |
|---|---|---|---|
| 14,802 | Investment in property, plant and equipment | 2,697 | 3,478 |
| 2,626 | Investment in intangible assets | 660 | 674 |
| 30,390 | Free cash flow from operations (*) |
14,778 | 12,300 |
| 31.12.2017 | 31.03.2018 | 31.03.2017 | |
|---|---|---|---|
| 312,799 | Net capital employed | 337,657 | 292,018 |
| (125,294) | Net debt | (139,758) | (100,896) |
| 187,505 | Total equity | 197,899 | 191,122 |
| Year 2017 | 1Q 2018 | 1Q 2017 | |
|---|---|---|---|
| 10.4% | EBITDA / Net sales (%) | 13.2% | 14.5% |
| 7.1% | EBIT / Net sales (%) | 10.4% | 11.9% |
| 3.9% | Net profit / Net sales (%) | 8.5% | 7.8% |
| 9.6% | EBIT / Net capital employed (%) | 4.1% | 4.9% |
| 0.67 | Debt / Equity | 0.71 | 0.53 |
| 2,029 | Number of employees at period end | 1,981 | 1,716 |
| Year 2017 | 1Q 2018 | 1Q 2017 | |
|---|---|---|---|
| 0.099 | Earnings per share (€) | 0.068 | 0.056 |
| 163,934,835 | Number of shares comprising share capital | 163,934,835 | 163,934,835 |
| 163,537,602 | Average number of oustanding shares | 163,537,602 | 163,537,602 |
(*) See section "Definitions of alternative performance indicators"
Compared to 31 December 2017 and to the previous interim closing only the economic data of the company Raico S.r.l. have been consolidated, following its sold occurred on 30 March 2018.
Compared to 31 March 2017, the consolidated report includes, in addition of what previously indicated, the economic data and the balance sheet of the Lavorwash Group.
Emak Group achieved a consolidated turnover of € 131,166 thousand in the first quarter, compared to € 119,204 thousand of last year, an increase of 10%. The improvement is due to the variation in the scope of consolidation for 15.3%, to a negative currency effect for 2.3% and to organic decrease for 3%.
The variation in the scope of consolidation has contributed to the revenue increase for an amount equal to € 18,280 thousand.
EBITDA for the first quarter 2018 amounts to € 17,274 thousand (13.2% of sales), compared to € 17,291 thousand (14.5% of sales) for the corresponding quarter of the previous year.
During the quarter, non-ordinary expenses for € 794 thousand were recorded. Ebitda before non-ordinary expenses amounts to € 18,068 thousand (13.8% of revenues) compared to € 17,291 thousand in the first quarter 2017 (14.5% of revenues).
The contribution due to the variation in the scope of consolidation amounts to € 3,433 thousand. At the same scope of consolidation, the result was negatively impacted by the decrease in sales volumes recorded following the delayed start of the season, which led to a decrease in demand on the gardening market.
Personnel costs increased following the change in the scope of consolidation, which entailed the entry of no. 322 employees on 3 July 2017. Overall, the Group employed an average of no. 2,237 resources, compared to 1,886 resources in the first quarter 2017.
EBIT for the first quarter 2018 is € 13,676 thousand with an incidence of 10.4% of revenues, compared to € 14,241 thousand (11.9% of sales) for the same quarter of last year.
Depreciation and amortization are € 3,598 thousand, compared to € 3,050 thousand in the same period of the previous year.
Non-annualized EBIT as a percentage of net invested capital is 4.1% (4.3% net of non-ordinary effects), compared to 4.9% of the same period of the previous year.
Net profit for the first quarter 2018 is € 11,180 thousand, against € 9,250 thousand for the same quarter of the previous year, increasing by 20.9%.
The result of financial management benefited from the capital gain equal to € 2,472 thousand, realized from the sale of the subsidiary Raico S.r.l., recorded in figure "Financial income".
Currency management in the first quarter 2018 was negative for € 832 thousand, compared to a negative balance of € 371 thousand for the same period of the last year.
The tax rate amounted to 23.7% in the first quarter 2018, compared to 29.8% in the same period of last year. The lower incidence is mainly due to the effect of accounting for the capital gain deriving from the deconsolidation of the company Raico S.r.l., which had no fiscal impact. Without considering this effect, the tax rate would have been 28.5%. The further reduction in the tax rate compared to the same period of the previous year is mainly due to the reduction in the tax rates applicable in some countries where the Group operates.
| 31.12.2017 Thousand of Euro |
31.03.2018 | 31.03.2017 | |
|---|---|---|---|
| 150,962 | Net non-current assets (*) | 150,545 | 118,823 |
| 161,837 | Net working capital (*) | 187,112 | 173,195 |
| 312,799 | Total net capital employed | 337,657 | 292,018 |
| 184,783 | Equity attributable to the Group | 195,655 | 189,554 |
| 2,722 | Equity attributable to non controlling interests | 2,244 | 1,568 |
| (125,294) | Net debt | (139,758) | (100,896) |
(*) See section "Definitions of alternative performance indicators"
During first quarter 2018 Emak Group invested € 3,357 thousand in property, plant and equipment and intangible assets, as follows:
Investments broken down by geographical area are as follows:
Net working capital, compared to 31 December 2017, increases by € 25,275 thousand, from € 161,837 thousand to € 187,112 thousand.
The following table shows the change in net working capital of the first quarter of 2018 compared with the same period last year:
| €/000 | 3M 2018 | 3M 2017 |
|---|---|---|
| Net working capital at 01 January 2018 | 161,837 | 145,623 |
| Increase/(decrease) in inventories | 3,167 | 1,748 |
| Increase/(decrease) in trade receivables | 37,369 | 36,836 |
| (Increase)/decrease in trade payables | (8,146) | (6,893) |
| Exit from the scope of consolidation | (4,497) | - |
| Change for acquisition of company branch A1 Mist Sprayers Resources |
- | 58 |
| Other changes | (2,618) | (4,177) |
| Net working capital at 31 March 2018 | 187,112 | 173,195 |
The increase in net working capital compared to December 31, 2017, net of change in scope of consolidation, is consistent with the seasonality of sales of the Group, concentrated mostly in the first six months of the year.
The net financial position amounts to 139,758 thousand Euro at March 31, 2018 against 125,294 thousand Euro at December 31, 2017.
Below are the movements in net debt for the first three months of 2018 compared with the same period last year:
| €/000 | 1Q 2018 | 1Q 2017 | |
|---|---|---|---|
| Opening NFP | (125,294) | (80,083) | |
| Ebitda | 17,274 | 17,291 | |
| Financial income and expenses | (695) | (739) | |
| Income from/(expenses on) equity investment | 41 | 46 | |
| Exchange gains and losses | (832) | (371) | |
| Income taxes | (3,482) | (3,927) | |
| Cash flow from operations, excluding changes in operating assets and liabilities |
12,306 | 12,300 | |
| Changes in operating assets and liabilities | (30,587) | (27,522) | |
| Cash flow from operations | (18,281) | (15,222) | |
| Changes in investments and disinvestments | (3,077) | (3,597) | |
| Other equity changes | (371) | (67) | |
| Changes from exchange rates and translation reserve | 871 | (54) | |
| Change in scope of consolidation | 6,394 | (1,873) | |
| Closing NFP | (139,758) | (100,896) |
Cash flow from operations net of taxes amounted to € 12,306 thousand in the quarter, in line with € 12,300 thousand for the same period last year. Cash flow from operations was negative for € 18,281 thousand compared to a negative value of € 15,222 thousand in the same period of the previous financial year. The value is affected by the seasonality of the Group's business, which implies an increase in net working capital at the beginning of the year.
The net financial position is made up as follows:
| Net financial position (€/000) | 31/03/2018 | 31/12/2017 | 31/03/2017 |
|---|---|---|---|
| A. Cash | 44,466 | 40,812 | 21,439 |
| B. Other cash at bank and on hand (held-to-maturity investments) | - | - | - |
| C . Financial instruments held for trading |
- | - | - |
| D. Liquidity funds (A+B+C) | 44,466 | 40,812 | 21,439 |
| E. Current financial receivables | 7,270 | 7,549 | 525 |
| F. Current payables to banks | (51,282) | (36,570) | (28,582) |
| G. Current portion of non current indebtedness | (36,299) | (31,956) | (31,415) |
| H . Other current financial debts |
(9,972) | (10,151) | (2,998) |
| I. Current financial indebtedness (F+G+H) |
(97,553) | (78,677) | (62,995) |
| J . Current financial indebtedness, net (I+E+D) |
(45,817) | (30,316) | (41,031) |
| K. Non-current payables to banks | (79,105) | (80,084) | (55,271) |
| L . Bonds issued |
- | - | - |
| M. Other non-current financial debts | (15,534) | (15,646) | (13,771) |
| N. Non-current financial indebtedness (K+L+M) | (94,639) | (95,730) | (69,042) |
| O. Net financial indebtedness (J+N) | (140,456) | (126,046) | (110,073) |
| P. Non current financial receivables | 698 | 752 | 9,177 |
| Q. Net financial position (O+P) | (139,758) | (125,294) | (100,896) |
Current financial indebtedness mainly consist of:
Actualized financial liabilities (short term and medium-long term) for the purchase of the remaining minority shares and for the regulation of acquisition operations with deferred price subject to contractual constraints, in the amount of € 23,655 thousand related to the following companies:
Total equity is equal to € 197,899 thousand against € 187,505 thousand at 31 December 2017. Earnings per share at 31 March 2018 is equal to € 0.068 compared to € 0.056 in the previous year.
On 31 December 2017 the company held 397,233 treasury shares in portfolio number for the equivalent of € 2,029 thousand.
From 1 January 2018 to 31 March 2018 Emak S.p.A. did not buy or sell treasury shares, for which the inventory and value are unchanged from December 31, 2017.
| OUTDOOR POWER EQUIPMENT |
PUMPS AND HIGH PRESSURE WATER JETTING |
COMPONENTS AND ACCESSORIES |
Other not allocated / Netting |
Consolidated | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| €/000 | 31.03.2018 31.03.2017 31.03.2018 31.03.2017 31.03.2018 31.03.2017 31.03.2018 31.03.2017 31.03.2018 31.03.2017 | |||||||||
| Sales to third parties | 48,935 | 52,468 | 49,273 | 30,195 | 32,958 | 36,541 | 131,166 | 119,204 | ||
| Intersegment sales | 762 | 457 | 543 | 546 | 2,545 | 2,398 | (3,850) | (3,401) | ||
| Revenues from sales | 49,697 | 52,925 | 49,816 | 30,741 | 35,503 | 38,939 | (3,850) | (3,401) | 131,166 | 119,204 |
| Ebitda | 4,284 | 4,883 | 8,513 | 5,234 | 5,519 | 8,058 | (1,042) | (884) | 17,274 | 17,291 |
| Ebitda/Total Revenues % | 8.6% | 9.2% | 17.1% | 17.0% | 15.5% | 20.7% | 13.2% | 14.5% | ||
| Operating result | 2,771 | 3,472 | 7,319 | 4,493 | 4,628 | 7,160 | (1,042) | (884) | 13,676 | 14,241 |
| Operating result/Total Revenues % | 5.6% | 6.6% | 14.7% | 14.6% | 13.0% | 18.4% | 10.4% | 11.9% | ||
| Financial management result (1) | 986 | (1,064) | ||||||||
| Profit befor tax | 14,662 | 13,177 | ||||||||
| Income taxes | (3,482) | (3,927) | ||||||||
| Net profit | 11,180 | 9,250 | ||||||||
| Net profit/Total Revenues% | 8.5% | 7.8% | ||||||||
| (1) The "Financial management result" includes financial income and expenses, exchange gain/losses and income from revaluation of equity investments in associates. |
STATEMENT OF FINANCIAL POSITION 31.03.2018 31.12.2017 31.03.2018 31.12.2017 31.03.2018 31.12.2017 31.03.2018 31.12.2017 31.03.2018 31.12.2017 Net debt 38,461 27,297 93,195 91,969 9,187 7,031 (1,085) (1,003) 139,758 125,294 Shareholders' Equity 178,193 176,986 47,868 44,002 48,954 48,975 (77,116) (82,458) 197,899 187,505
| Total Shareholders' Equity and Net debt | 216,654 | 204,283 | 141,063 | 135,971 | 58,141 | 56,006 | (78,201) | (83,461) 337,657 | 312,799 | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Net non-current assets (2) | 130,961 | 136,604 | 75,614 | 76,648 | 19,810 | 19,076 | (75,840) | (81,366) 150,545 | 150,962 | ||
| Net Working Capital | 85,693 | 67,679 | 65,449 | 59,323 | 38,331 | 36,930 | (2,361) | (2,095) 187,112 | 161,837 | ||
| Total Net Capital Employed | 216,654 | 204,283 | 141,063 | 135,971 | 58,141 | 56,006 | (78,201) | (83,461) 337,657 | 312,799 | ||
| (2) The net non-current assets of the Outdoor Power Equipment area includes the amount of Equity investments for 75,661 thousand Euro |
| OTHER STATISTICS | 31.03.2018 31.12.2017 31.03.2018 31.12.2017 31.03.2018 31.12.2017 31.03.2018 31.12.2017 31.03.2018 31.12.2017 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Number of employees at period end | 781 | 801 | 718 | 704 | 474 | 516 | 8 | 8 | 1,981 | 2,029 |
| OTHER INFORMATIONS | 31.03.2018 31.03.2017 31.03.2018 31.03.2017 31.03.2018 31.03.2017 31.03.2018 31.03.2017 31.03.2018 31.03.2017 | |||||||||
| Amortization, depreciation and impairment losses | 1,513 | 1,411 | 1,194 | 741 | 891 | 898 | 3,598 | 3,050 | ||
| Investment in property, plant and equipment and in intangible assets |
1,281 | 1,382 | 632 | 1,224 | 1,444 | 1,546 | 3,357 | 4,152 |
The table below shows the breakdown of "sales to third parties" in the first three months in 2018 by business sector and geographic area, compared with the same period last year.
| OUTDOOR POWER EQUIPMENT | PUMPS AND HIGH PRESSURE WATER JETTING |
COMPONENTS AND ACCESSORIES |
TOTAL | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| €/000 | 1Q 2018 | 1Q 2017 | Var. % | 1Q 2018 | 1Q 2017 | Var. % | 1Q 2018 | 1Q 2017 | Var. % 1Q 2018 1Q 2017 | Var. % | ||
| Europe | 40,312 | 44,489 | -9.4% | 28,344 | 13,470 | 110.4% | 21,397 | 24,402 | -12.3% | 90,053 | 82,361 | 9.3% |
| Americas | 1,917 | 2,992 -35.9% | 15,520 | 13,877 | 11.8% | 6,989 | 8,598 | -18.7% | 24,426 | 25,467 | -4.1% | |
| Asia, Africa and Oceania | 6,706 | 4,987 | 34.5% | 5,409 | 2,848 | 89.9% | 4,572 | 3,541 | 29.1% | 16,687 | 11,376 | 46.7% |
| Total | 48,935 | 52,468 | -6.7% | 49,273 | 30,195 | 63.2% | 32,958 | 36,541 | -9.8% | 131,166 119,204 | 10.0% |
Segment's sales recorded an overall decrease of 6.7%. The result was affected by the high levels of stocks in the network with which the 2017 financial year closed and the particularly unfavourable weather conditions in March, which led to a delay in the start of the gardening season in all European markets. The result recorded in the Americas area reflects the lower sales in some Latin American markets. In Asia, Africa and Oceania the sales increase was mainly due to the good performance of the Middle East markets.
EBITDA was negatively affected by lower sales volumes and by non-recurring costs for an amount equal to € 424 thousand. The decrease in personnel costs had a positive effect, while other operating costs are overall in line with the same period of the previous year.
Segment's sales are growing both for the contribution equal to € 18,280 thousand related to the new scope of consolidation and for organic growth of 2.5%. The growth in the European market, in addition to the benefit deriving from acquisitions, was determined by the positive results obtained in Western European countries. Sales growth in the Americas area was mainly driven by the consolidation of Lavorwash, against a substantial stability at organic level. In the Asia, Africa and Oceania area, the significant increase in sales at the organic level, recorded in particular in the Far East markets, was further amplified by the consolidation of the Lavorwash Group.
EBITDA benefited from the increase in sales and from the growth of the scope of consolidation. EBITDA of the period includes non-recurring costs for a total amount of € 304 thousand.
In the European market the result was determined by lower sales due to the delayed departure of the gardening season. In the Americas area and in Asia, Africa and Oceania, sales were substantially in line with the same period last year. Differences recorded in the respective areas are due to a review of the logistics model in the distribution of some customers.
EBITDA in the segment is affected by lower sales volumes and by the increase in raw materials' cost.
The element that most characterized the first quarter is the delayed start of the season due to anomalous meteorological conditions both in Europe and in North America.
Only from mid-April the activities related to gardening began, with an immediate reflection on the order-entry higher than the same period of 2017. The integration of the recent acquisition of Lavorwash with the associated synergies is proceeding satisfactorily. Initiatives to support business development are in line with value creation plans.
No significant events occurred.
Significant operations: derogation from disclosure obligations
The Company has resolved to make use, with effect from 31 January 2013, of the right to derogate from the obligation to publish the informative documents prescribed in the event of significant merger, demerger, share capital increase through the transfer of goods in kind, acquisition and disposal operations, pursuant to art. 70, paragraph 8, and art. 71, paragraph 1-bis of Consob Issuers Regulations, approved with resolution no. 11971 of 4/5/1999 and subsequent modifications and integrations.
Below are reported, in accordance with recommendation CESR/05-178b published on November 3, 2005, the criteria used for the construction of key performance indicators that management considers necessary for monitoring the Group performance.
| FY 2017 | CONSOLIDATED INCOME STATEMENT | 1 Q 2018 | 1 Q 2017 |
|---|---|---|---|
| 422,155 3,684 |
Revenues from sales Other operating incomes |
131,166 1,400 |
119,204 618 |
| 14,168 | Change in inventories | 3,567 | 1,719 |
| (234,565) | Raw materials, consumable and goods | (73,943) | (64,842) |
| (80,055) | Personnel expenses | (21,843) | (19,819) |
| (81,455) | Other operating costs and provisions | (23,073) | (19,589) |
| (13,955) | Amortization, depreciation and impairment losses | (3,598) | (3,050) |
| 29,977 | Operating profit | 13,676 | 14,241 |
| 1,807 | Financial income | 2,951 | 460 |
| (4,820) | Financial expenses | (1,174) | (1,199) |
| (4,218) | Exchange gains and losses | (832) | (371) |
| 389 | Income from/(expenses on) equity investment | 41 | 46 |
| 23,135 | Profit befor taxes | 14,662 | 13,177 |
| (6,700) | Income taxes | (3,482) | (3,927) |
| 16,435 | Net profit (A) | 11,180 | 9,250 |
| (270) | (Profit)/loss attributable to non controlling interests | (59) | (125) |
| 16,165 | Net profit attributable to the Group | 11,121 | 9,125 |
| 0.099 | Basic earnings per share | 0.068 | 0.056 |
| 0.099 | Diluted earnings per share | 0.068 | 0.056 |
| FY 2017 | CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME |
1 Q 2018 | 1 Q 2017 |
| 16,435 | Net profit (A) | 11,180 | 9,250 |
| (5,330) | Profits/(losses) deriving from the conversion of foreign company accounts |
(415) | 271 |
| (470) | Actuarial profits/(losses) deriving from defined benefit plans (*) | 0 | 0 |
| 133 | Income taxes on OCI (*) | 0 | 0 |
| (5,667) | Total other components to be included in the comprehensive income statement (B) |
(415) | 271 |
| 10,768 | Total comprehensive income for the perdiod (A)+(B) | 10,765 | 9,521 |
| (166) | Comprehensive net profit attributable to non controlling | (72) | (140) |
| 10,602 | interests Comprehensive net profit attributable to the Group |
10,693 | 9,381 |
| (*) Items will not be classified in the income statement |
| 31.12.2017 | ASSETS | 31.03.2018 | 31.03.2017 |
|---|---|---|---|
| Non-current assets | |||
| 73,275 | Property, plant and equipment | 72,599 | 62,444 |
| 20,327 | Intangible assets | 19,862 | 8,509 |
| 67,112 | Goodwill | 66,392 | 53,977 |
| 230 | Equity investments in other companies | 230 | 230 |
| 4,284 | Equity investments in associates | 4,325 | 4,001 |
| 9,068 | Deferred tax assets | 8,414 | 6,889 |
| 752 | Other financial assets | 698 | 9,177 |
| 65 | Other assets | 66 | 63 |
| 175,113 | Total non-current assets | 172,586 | 145,290 |
| Current assets | |||
| 155,727 | Inventories | 154,526 | 129,205 |
| 109,394 | Trade and other receivables | 145,706 | 134,992 |
| 5,428 | Current tax assets | 4,424 | 3,634 |
| 7,348 | Other financial assets | 7,072 | 510 |
| 201 | Derivative financial instruments | 197 | 15 |
| 40,812 | Cash and cash equivalents | 44,466 | 21,439 |
| 318,910 | Total current assets | 356,391 | 289,795 |
| 494,023 | TOTAL ASSETS | 528,977 | 435,085 |
| 31.12.2017 | SHAREHOLDERS' EQUITY AND LIABILITIES | 31.03.2018 | 31.03.2017 |
| Shareholders' Equity | |||
| 184,783 | Shareholders' Equity of the Group | 195,655 | 189,554 |
| 2,722 | Non-controlling interest | 2,244 | 1,568 |
| 187,505 | Total Shareholders' Equity | 197,899 | 191,122 |
| Non-current liabilities | |||
| 95,730 | Loans and borrowings due to banks and other lenders | 94,639 | 69,042 |
| 9,622 | Deferred tax liabilities | 9,072 | 6,195 |
| 10,932 | Employee benefits | 9,496 | 8,912 |
| 2,265 | Provisions for risks and charges | 2,218 | 1,604 |
| 579 | Other non-current liabilities | 557 | 579 |
| 119,128 | Total non-current liabilities | 115,982 | 86,332 |
| Current liabilities | |||
| 101,515 | Trade and other payables | 108,529 | 86,465 |
| 4,676 | Current tax liabilities | 6,406 | 7,380 |
| 78,469 | Loans and borrowings due to banks and other lenders | 97,308 | 62,388 |
| 208 | Derivative financial instruments | 244 | 607 |
| 2,522 | Provisions for risks and charges | 2,609 | 791 |
| 187,390 | Total current liabilities | 215,096 | 157,631 |
494,023 TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 528,977 435,085
| SHARE PREMIUM |
OTHER RESERVES | RETAINED EARNINGS | EQUITY ATTRIBUTABLE |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Thousand of Euro | SHARE CAPITAL |
Legal reserve |
Revaluation reserve |
Cumulative translation adjustment |
Reserve IAS 19 |
Other reserves |
Retained earnings |
Net profit of the period |
TOTAL GROUP |
TO NON CONTROLLING INTERESTS |
TOTAL | |
| Balance at 31.12.2016 | 42,519 | 40,529 | 2,709 | 1,138 | 6,692 | (968) | 30,900 | 39,059 | 17,595 | 180,173 | 1,495 | 181,668 |
| Profit reclassification | 350 | 11,521 | (17,595) | (5,724) | (91) | (5,815) | ||||||
| Other changes | (268) | (268) | 1,152 | 884 | ||||||||
| Net profit for the period | (5,226) | (337) | 16,165 | 10,602 | 166 | 10,768 | ||||||
| Balance at 31.12.2017 | 42,519 | 40,529 | 3,059 | 1,138 | 1,466 | (1,305) | 30,900 | 50,312 | 16,165 | 184,783 | 2,722 | 187,505 |
| Profit reclassification | 16,165 | (16,165) | 0 | (64) | (64) | |||||||
| Other changes and reclassifications | (695) | 176 | 698 | 179 | (486) | (307) | ||||||
| Net profit for the period | (428) | 11,121 | 10,693 | 72 | 10,765 | |||||||
| Balance at 31.03.2018 | 42,519 | 40,529 | 3,059 | 1,138 | 343 | (1,129) | 30,900 | 67,175 | 11,121 | 195,655 | 2,244 | 197,899 |
| The share capital is show n net of the nominal value of treasury shares in the portfolio amounted to € 104 thousand The share premium reserve is stated net of the premium value of treasury shares amounting to € 1,925 thousand |
This interim report has been prepared under disclosure continuity, comparability, international best practice and transparency to the market. Despite the lack of legal obligation, the Board of Directors of Emak S.p.A. has in fact decided, also because of his membership in the STAR segment of the MTA, to continue in drafting and systematic publication of quarterly reports, in compliance with art. 2.2.3, paragraph 3, letter. a) of the Regulation of Markets organized and managed by Borsa Italiana S.p.A. . The reports are made available to the public in the usual forms of deposit at the registered office, the company website and the "eMarket Storage" storage mechanism. What above as of now complies with the imminent entry into force of the provisions laid down in the amended Article 82 ter of CONSOB Regulation for Issuers resolutions no. 11971/1999 and no. 19770/2016.
In relation to the above, it is confirmed that the accounting principles and policies adopted by the Group in preparing the quarterly consolidated financial statements are consistent with those adopted in the consolidated financial statements at 31 December 2017, with the peculiarities shown below.
In this interim report IAS 19 is not applied as far as the quantification of changes in actuarial gains accrued in the period is concerned. In addition, in the context of disclosure of synthetic and essential character, are not observed all the detailed requirements of IAS 34, whenever it is assessed that its application does not bring meaningful information.
It should be noted that:
| 31.12.2017 | Amount of foreign for 1 Euro | Average 3 M 2018 | 31.03.2018 | Average 3 M 2017 | 31.03.2017 |
|---|---|---|---|---|---|
| 0.89 | GB Pounds (UK) | 0.88 | 0.87 | 0.86 | 0.86 |
| 7.80 | Renminbi (China) | 7.82 | 7.75 | 7.34 | 7.36 |
| 4.18 | Zloty (Poland) | 4.18 | 4.21 | 4.32 | 4.23 |
| 1.20 | Dollar (Usa) | 1.23 | 1.23 | 1.06 | 1.07 |
| 14.81 | Zar (South Africa) | 14.71 | 14.62 | 14.08 | 14.24 |
| 33.73 | Uah (Ukraine) | 33.56 | 32.62 | 28.84 | 28.92 |
| 3.97 | Real (Brazil) | 3.99 | 4.09 | 3.35 | 3.38 |
| 11.24 | Dirham (Morocco) | 11.32 | 11.33 | 10.71 | 10.73 |
| 23.66 | Mexican Pesos (Mexico) | 23.04 | 22.52 | 21.62 | 20.02 |
| 737.29 | Chilean Pesos (Chile) | 740.19 | 744.58 | 698.14 | 711.48 |
Acquisition of the remaining 39% of Epicenter
On January 29, 2018, the Parent Company Emak S.p.A acquired the remaining 39%, still owned by the founder, of the Ukrainian subsidiary Epicenter LLC, leading its shareholding to 100%. The price for the acquisition of this share amounts to € 340 thousand.
Starting from the beginning of 2018, the Group has implemented a reorganization of its commercial activities in the United States in the Pumps and High Pressure Water Jetting segment. Specifically, the company Comet USA conferred in Valley the industrial pump business in order to maximize logistical, operational and management efficiencies. The new organization will also allow to focus the energies on future developments of the activities on the US territory. Following the reorganization, the Put&Call option outstanding with the minority shareholder of Valley, for the purchase of the remaining 10%, was extended indefinitely.
On March 6, 2018, the parent company Emak S.p.A. signed a binding agreement for transferring the 100% of the share capital of Raico S.r.l. This agreement was concluded on March 30th, with the total transfer to the company Kramp S.r.l. for an equivalent of € 5,500 thousand.
Raico, specialised in the distribution of components and accessories for farm tractors, industrial machines and earthmoving machinery, closed at 31 December 2017 with a turnover of about € 12.8 million, Gross Operating Margin equal to € 0.5 million and a passive Net Financial Position of € 0.7 million.
The economic effects of the first three months of 2018 are included in the scope of consolidation and the deconsolidation determined a total capital gain of € 2,472 thousand.
The fair value of assets and liabilities subject to disposal with effect as of 30 March 2018 and the price cashed are detailed below:
| €/000 | Book values | Fair Value | Fair value of | |
|---|---|---|---|---|
| adjustments | sold assets | |||
| Non-current assets | ||||
| Property, plant and equipment | 254 | - | 254 | |
| Intangible assets | 291 | - | 291 | |
| Deferred tax assets | 230 | - | 230 | |
| Other financial assets | 5 | - | 5 | |
| Current assets | ||||
| Inventories | 4,369 | - | 4,369 | |
| Trade and other receivables | 2,849 | - | 2,849 | |
| Cash and cash equivalents | 16 | - | 16 | |
| Non-current liabilities | ||||
| Employee benefits | (1,262) | - | (1,262) | |
| Provisions for risks and charges | (88) | - | (88) | |
| Current liabilities | ||||
| Trade and other payables | (2,550) | - | (2,550) | |
| Current tax liabilities | (170) | - | (170) | |
| Loans and borrowings | (915) | - | (915) | |
| Provisions for risks and charges | (1) | - | (1) | |
| Total net assets sold | 3,028 | - | 3,028 | |
| % interest sold | 100.0% | |||
| Net equity sold | 3,028 | |||
| Sale price cashed | 5,500 | |||
| Cash and cash equivalent sold | (16) | |||
| Net cash flow | 5,484 | |||
| Capital Gain from the sale | 2,472 |
The Parent Company, following an assessment aimed at improving the organization at the Bagnolo in Piano (RE) headquarters, due to the logic of efficiency and renewal, on December 13, 2017, signed with the Trade Unions and company RSU an Agreement, aimed primarily at employees who have acquired the right to a pension within 24 months following the termination of the employment relationship, envisaging a plan to early retirement on voluntary basis referred to in articles 4, 5 and 24 of law n. 223/91.
During the first quarter 2018, the first individual conciliation agreements were signed for 16 people.
The accounted non-recurring charges, following the first acceptances of the reorganizational plan, during the first quarter 2018 amount to € 114 thousand.
In December 2017, the company Comet S.p.A. has signed an agreement establishing the early exercise of the "Put and call Option Agreement" which regulates the purchase of the remaining 10% of the company P.T.C. Srl. The contractual terms provided that the option would have been exercised by 30 April 2018, by changing the original deadline that envisaged the possibility of exercise in the year 2019, and that the exercise price would have been established on the basis of the economic-financial results for the 2015-2016-2017 financial years. In the first months of 2018, has been agreed the postponement of the deadline of the option to 31 May 2018 and has been estimated an exercise price equal to € 178 thousand.
The company P.T.C. S.r.l., on the basis of the previous "Put and Call Option Agreement", was already 100% consolidated.
Bagnolo in Piano (RE), May 15, 2018
On behalf of the Board of Directors
The Chairman
Fausto Bellamico
The executive in charge of preparing corporate accounting statements of EMAK S.p.A. Aimone Burani, based on his own knowledge,
certifies,
in accordance with the second paragraph of Art. 154-bis, of Italian Legislative Decree No. 58 of 24 February 1998, that the accounting information contained in the Quarterly Report at 31 March 2018, examined and approved today by the Board of Directors of the company, corresponds with the accounting documents, ledgers and records.
Faithfully, Bagnolo in Piano (RE), May 15, 2018
Aimone Burani Executive in charge of preparing the accounting statements
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.