Interim / Quarterly Report • Aug 4, 2017
Interim / Quarterly Report
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at 30 June 2017
| Group Structure and Corporate Bodies | 3 |
|---|---|
| Interim Management Statement | 4 |
| Half-Yearly Condensed Consolidated Financial Statements | |
| Consolidated statement of financial position | 12 |
| Consolidated income statement | 13 |
| Consolidated statement of comprehensive income | 14 |
| Consolidated statement of cash flows | 15 |
| Statement of changes in consolidated shareholders' equity | 16 |
| Explanatory notes | 17 |
| Certification of the Half-Yearly Condensed Consolidated Financial Statements pursuant to Article 154-bis of Legislative Decree 58/98 |
39 |
Independent auditor's report
SABAF S.p.A. Registered and administrative office: Via dei Carpini 1 - 25035 Ospitaletto (Brescia) R.E.A. Brescia 347512 Tax code 03244470179 Tax identification number 03244470179 Share Capital €11,533,450 fully paid in www.sabaf.it
| Faringosi Hinges s.r.l. | 100% |
|---|---|
| Sabaf Immobiliare s.r.l. | 100% |
| Sabaf do Brasil Ltda. | 100% |
| Sabaf US Corp. | 100% |
| Sabaf Appliance Components (Kunshan) Co., Ltd. | 100% |
| Sabaf Beyaz Esya Parcalari Sanayi Ve Ticaret Limited Sirteki | 100% |
| A.R.C. s.r.l. | 70% |
| Sabaf Appliance Components Trading (Kunshan) Co., Ltd. | |
| in liquidation | 100% |
| Handan ARC Burners Co., Ltd. | 35% |
|---|---|
| ------------------------------ | ----- |
| Chairman | Giuseppe Saleri |
|---|---|
| Vice Chairman | Cinzia Saleri |
| Vice Chairman | Ettore Saleri |
| Vice Chairman | Roberta Forzanini |
| Chief Executive Officer ad | |
| interim | Gianluca Beschi |
| Director (*) | Renato Camodeca |
| Director (*) | Giuseppe Cavalli |
| Director (*) | Fausto Gardoni |
| Director | Pietro Iotti |
| Director | Alessandro Potestà |
| Director (*) | Anna Pendoli |
| Director (*) | Nicla Picchi |
| (*) independent directors |
| Chairman | Antonio Passantino |
|---|---|
| Statutory Auditor | Luisa Anselmi |
| Statutory Auditor | Enrico Broli |
DELOITTE & TOUCHE S.p.A.
This Half-Year Report at 30 June 2017 has been prepared in accordance with Article 154-ter of Legislative Decree 58/1998 and in compliance with the applicable international accounting standards recognized in the European Community and, in particular, IAS 34 - Interim Financial Reporting. The interim data at 30 June 2017 and 30 June 2016 and for the six-month periods ending on the same dates were subject to a limited audit 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).
| (amounts in | Q2 2017 | Q2 2016 | |||||
|---|---|---|---|---|---|---|---|
| €'000) | (*) | (*) | % change | H1 2017 | H1 2016 | % change | FY 2016 (**) |
| Sales revenue | 40,163 | 33,993 | +18.2% | 77,236 | 64,853 | +19.1% | 130,978 |
| EBITDA | 9,222 | 6,783 | +36.0% | 16,782 | 12,366 | +35.7% | 25,365 |
| EBITDA % | 23.0 | 20.0 | 21.7 | 19.1 | 19.4 | ||
| Operating | |||||||
| profit (EBIT) | 5,981 | 3,583 | +66.9% | 10,320 | 6,043 | +70.8% | 12,530 |
| EBIT % | 14.9 | 10.5 | 13.4 | 9.3 | 9.6 | ||
| Pre-tax profit | 5,843 | 3,572 | +63.6% | 10,267 | 5,916 | +73.5% | 12,446 |
| Net profit | 4,378 | 2,378 | +84.1% | 7,452 | 3,935 | +89.2% | 8,994 |
(*) 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 (see "Information relating to IFRS 3").
| Q2 2017 (*) |
Q2 2016 (*) |
H1 2017 | H1 2016 | |
|---|---|---|---|---|
| (€/000) | ||||
| OPERATING REVENUE AND INCOME | ||||
| Revenues | 40,163 | 33,993 | 77,236 | 64,853 |
| Other income | 871 | 739 | 1,581 | 1,350 |
| Total operating revenue and income | 41,034 | 34,732 | 78,817 | 66,203 |
| OPERATING COSTS | ||||
| Materials | (18,160) | (13,922) | (33,039) | (25,370) |
| Change in inventories | 3,714 | 1,874 | 5,195 | 2,496 |
| Services | (7,977) | (7,420) | (15,914) | (14,368) |
| Payroll costs | (9,410) | (8,460) | (18,417) | (16,577) |
| Other operating costs | (319) | (234) | (588) | (451) |
| Costs for capitalised in-house work | 340 | 213 | 728 | 433 |
| Total operating costs | (31,812) | (27,949) | (62,035) | (53,837) |
| OPERATING PROFIT BEFORE DEPRECIATION & | ||||
| AMORTISATION, CAPITAL GAINS/LOSSES, AND WRITE-DOWNS/WRITE-BACKS OF NON |
||||
| CURRENT ASSETS (EBITDA) | 9,222 | 6,783 | 16,782 | 12,366 |
| Depreciation and amortisation | (3,257) | (3,198) | (6,469) | (6,331) |
| Capital gains/(losses) on disposals of non-current assets | 16 | (2) | 7 | 8 |
| Write-downs/write-backs of non-current assets | 0 | 0 | 0 | 0 |
| OPERATING PROFIT (EBIT) | 5,981 | 3,583 | 10,320 | 6,043 |
| Financial income | 41 | 10 | 129 | 32 |
| Financial expenses | (143) | (150) | (283) | (285) |
| Exchange rate gains and losses | (36) | 129 | 101 | 126 |
| Profits and losses from equity investments | 0 | 0 | 0 | 0 |
| PROFIT BEFORE TAXES | 5,843 | 3,572 | 10,267 | 5,916 |
| Income tax | (1,441) | (1,194) | (2,787) | (1,981) |
| Minority interests | (24) | 0 | (28) | 0 |
| NET PROFIT FOR THE PERIOD | 4,378 | 2,378 | 7,452 | 3,935 |
(*) unaudited figures
Sales by geographical area
| (amounts in €'000) |
Q2 2017 (*) |
Q2 2016 (*) |
% change | H1 2017 | H1 2016 | % change | FY 2016 |
|---|---|---|---|---|---|---|---|
| Italy | 9,962 | 10,123 | -1.6% | 20,978 | 20,966 | +0.1% | 36,365 |
| Western Europe |
2,908 | 1,865 | +55.9% | 6,012 | 3,551 | +69.3% | 8,553 |
| Eastern Europe | 11,512 | 9,304 | +23.7% | 21,071 | 17,088 | +23.3% | 34,123 |
| Middle East and Africa |
3,150 | 2,772 | +13.6% | 6,410 | 4,910 | +30.5% | 11,698 |
| Asia and Oceania |
3,430 | 1,664 | +106.1% | 5,013 | 3,101 | +61.7% | 8,088 |
| South America | 6,084 | 5,275 | +15.3% | 11,540 | 9,761 | +18.2% | 20,847 |
| North America and Mexico |
3,117 | 2,990 | +4.2% | 6,212 | 5,476 | +13.4% | 11,304 |
| Total | 40,163 | 33,993 | +18.2% | 77,236 | 64,853 | +19.1% | 130,978 |
(*) unaudited figures
Sales by product line
| (amounts in €'000) |
Q2 2017 (*) |
Q2 2016 (*) |
% change | H1 2017 | H1 2016 | % change | FY 2016 |
|---|---|---|---|---|---|---|---|
| Brass valves | 1,940 | 2,509 | -22.7% | 3,586 | 4,540 | -21.0% | 9,007 |
| Light alloy valves |
10,742 | 8,980 | 19.6% | 20,390 | 17,133 | 19.0% | 32,393 |
| Thermostats | 1,946 | 2,486 | -21.7% | 4,056 | 4,426 | -8.4% | 7,699 |
| Standard burners |
10,735 | 9,369 | 14.6% | 21,011 | 18,160 | 15.7% | 37,338 |
| Special burners | 7,426 | 5,126 | 44.9% | 13,920 | 9,903 | 40.6% | 21,215 |
| Accessories | 3,809 | 3,296 | 15.6% | 7,558 | 6,432 | 17.5% | 12,613 |
| Total gas parts | 36,598 | 31,766 | 15.2% | 70,521 | 60,594 | 16.4% | 120,265 |
| Professional burners |
1,286 | - | 2,401 | - | 2,289 | ||
| Hinges | 2,279 | 2,227 | 2.3% | 4,314 | 4,259 | 1.3% | 8,424 |
| Total | 40,163 | 33,993 | 18.2% | 77,236 | 64,853 | 19.1% | 130,978 |
(*) unaudited figures
The Sabaf Group reported revenue of €77.2 million in the first half of 2017, an increase of 19.1% versus the figure of €64.9 million in the corresponding period of the previous year. Taking into consideration the same scope of consolidation, the increase of sales was 15.4%.
All of the markets contributed to the growth, except for Italy, which remains stable. Very positive sales growth rates have been recorded in other European markets, where Sabaf is consolidating leadership. The Middle East market shows a strong recovery compared with 2016, and North and South America maintain a positive trend, already evident in several quarters.
The product category analysis shows a growth rate of 40% for special burners, the family where product innovation has been the strongest in recent years.
Average sale prices were down by 0.7% versus the first half of 2016.
The increase in sales volumes, together with the constant improvement in efficiency of production, determined a consistent improvement of profitability: the EBITDA of the first came in at €16.8 million (21.7% of sales and up 35.7% on the same period of 2016, when it was 19.1% of sales) and EBIT was €10.3 million (13.4% of sales, up by 70.8% on the figure of €6 million for the first half of 2016). Pre-tax profit amounted to €10.3 million in the first half of 2017 versus the figure of €5.9 million in the corresponding period of the previous year, and net profit was €7.5 million, €3.9 million in the corresponding period of the previous year, up by 89.4%.
Sales in the second quarter of 2017 amounted to €40.2 million, up by 18.2% compared to €34 million in the second quarter of 2016 (+14.4%. taking into consideration the same scope of consolidation). Sustained high growth rates were confirmed, also with regard to the comparison with a year that showed signs of recovery compared with the first quarter of 2016.
Second-quarter EBITDA was €9.2 million, equivalent to 23% of sales (+36% versus €6.8 million in the second quarter of 2016, when it was 20% of sales), and EBIT was €6 million, equivalent to 14.9% of sales (+66.9% versus €3.6 million in the second quarter of 2016, when it was 10.5% of sales). Net profit for the period was €4.4 million, compared to €2.4 million for the second quarter of 2016 (+84.1%) .
Balance sheet and financial position
| (€/000) | 30.06.2017 | 31.12.2016(*) | 30.06.2016(*) |
|---|---|---|---|
| Non-current assets | 93,962 | 94,141 | 96,877 |
| Short-term assets Short-term liabilities Net working capital 1 |
88,806 (35,435) 53,371 |
72,908 (26,824) 46,084 |
82,338 (31,145) 51,193 |
| Short-term financial assets Provisions for risks and charges, deferred taxes and employee severance pay reserve |
193 (4,318) |
0 (4,390) |
75 (4,335) |
| Net invested capital | 143,208 | 135,835 | 143,810 |
| Short-term net financial position Net medium/long-term financial position |
(13,864) (18,022) |
(2,804) (20,654) |
(23,501) (10,778) |
| Net financial debt | (31,886) | (23,458) | (34,279) |
| Group shareholders' equity Third-party shareholders' equity |
109,915 1,407 |
110,998 1,379 |
108,232 1,299 |
(*) 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").
At 30 June 2017, the Group had consolidated shareholders' equity owned by the Group of €109.9 million and net debt of €31.9 million (compared with €111 million and €23.5 million respectively at 31 December 2016), after having paid dividends of €5.4 million.
Investments in the first half of 2017 were €7 million (in line with the first half of 2016); the largest investments were aimed at the automation of the assembly lines for light alloy valves and automation of the die-casting machines in Turkey. Significant upgrades are also in progress at the Ospitaletto plant for the interconnection of production plants with the ERP system and for product traceability.
Net working capital is €53.4 million at 30 June 2017, versus €46.1 million at the end of 2016 and €51.2 million at 30 June 2016. The increase compared with the end of 2016 is attributable to the higher volumes of activity and different seasonal trend. The impact of the net working capital on sales is 38.4% (37.7% at the end of 2016).
Transactions with related parties, including infragroup 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 infragroup transactions are described in the Explanatory Notes to the halfyearly condensed consolidated financial statements, which also show to what extent related- party transactions affected financial statement items.
1 difference between short-term Assets and short-term Liabilities
The business and financial circumstances of the Group are influenced by a variety of factors, such as gross domestic product, consumer and corporate confidence, the cost of raw materials, the unemployment rate, the ease of access to credit and interest rate trends.
The protracted nature of the European crisis, which has become systemic over the years, has had an impact on the transformation of the household appliances sector in which the Sabaf Group operates. Indeed, the continuing contraction of demand on mature markets has been accompanied by a further concentration of end markets, a progressive increase in sales volumes in emerging countries and, finally, tougher competition, phenomena which require aggressive policies when setting sales prices.
To cope with this situation, the Group aims to retain and reinforce its leadership position wherever possible through:
The Group uses metals and alloys such as brass, aluminium alloys and steel in its production processes. Sales prices of products are generally renegotiated annually; as a result, the Group is unable to immediately pass on to clients any changes in the prices of commodities during the year. 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 2017 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 2016 to be around €0.5 million higher than in the same period of the previous year.
The Sabaf Group operates primarily in euro. There are, however, transactions in other currencies, such as the U.S. dollar, the Brazilian real, the Turkish lira and the Chinese renminbi.
Sales in dollars represent around 14% of the consolidated turnover: the euro's appreciation against the dollar has had a negative effect on sales and profits. More generally, an unfavourable exchange rate trend could lead to a loss of competitiveness on the markets where sales are made in dollars (mainly North and South America), and, for financial assets in foreign currencies (mainly trade receivables), the booking of negative foreign exchange differences.
At 30 June 2017 the Group has derivative contracts to hedge the risk of the euro/dollar exchange rate for a total notional amount of USD 3.5 million, maturing on 31 December 2017. The effects of this on the accounts are shown in Note 10.
The high concentration of sales on a small number of customers generates a concentration of the respective trade receivables, with a resulting increase in the negative impact on economic and financial results in the event of insolvency of any one of them.
The risk is partially transferred to third parties by credit insurance, or guaranteed through the request for letters of credit issued by leading banks for customers. The remainder of the receivable risk is covered in the financial statements by a doubtful account provision.
Turkey is today the principal production centre for household appliances at European level. The strong competitiveness of the local industry has attracted substantial foreign investments and favoured the growth of large local entities that are conquering an ever more important position on the international stage. In this context, the Sabaf Group started up a plant in Turkey at the end of 2012 and today achieves more than 10% of its total production in Turkey. The Turkish market represented 24% of the Group's total sales in 2017 (a significant share of Sabaf components is assembled by the customers on products finished and then exported from Turkey). The recent social and political unrest in Turkey has not had any effect on the Sabaf Group's business, which has continued in a completely normal manner. However, in consideration of the strategic relevance of this country for the sector and for the Group, the management has assessed the risks that could result from the impossibility of operating in Turkey following dramatic events, even though these are today considered to be improbable. It should in particular be noted that all the products made in Turkey today can also be made in Italy, although at higher costs, thus enabling the Sabaf Group to guarantee the continuity of supplies to the customers.
40% of Sabaf Group sales are made on markets outside Europe. Furthermore, products sold in Italy can be exported by customers in international markets, making the percentage of sales earned directly and indirectly from emerging economies more significant.
The Group's main markets outside Europe include North Africa, the Middle East and South America. Any embargoes or major political or economic instability, changes in the regulatory and/or local law systems or new tariffs or taxes imposed in the future could affect a portion of Group sales and the related profitability.
To combat this risk, the Group has adopted a policy of diversifying investments at international level, setting different strategic priorities that, as well as business opportunities, also consider the different associated risk profiles.
The environment in which the Sabaf Group operates is marked by further risk factors (product liability, protection of product exclusivity, concentration of sales, growth of outside lines, loss and difficultly replacing key staff) which are described in the Management Statement at 31 December 2016, and whose profile did not change during the first half of 2017.
No significant events emerged subsequent to the end of the half year and to the date of the present half- year report.
The performance of sales and orders remained positive also for the months of July and August. Although the visibility for the second half of the year is not yet complete, for the whole of 2017, the Group expects to be able to reach sales of around €150 million and increasing operating margins compared with 2016 (the previous forecast indicated sales of around €145 million).
These forecasts assume a macroeconomic scenario not affected by unpredictable events. If the economic situation were to change significantly, actual figures might diverge from forecasts.
For the Board of Directors The Chairman Giuseppe Saleri
Ospitaletto, 03 August 2017
| (€/000) | Notes: | 30.06.2017 | 31.12.2016(*) |
|---|---|---|---|
| ASSETS | |||
| NON-CURRENT ASSETS | |||
| Property, plant and equipment | 1 | 73,118 | 73,445 |
| Real estate investment | 2 | 6,050 | 6,270 |
| Intangible assets | 3 | 9,138 | 9,077 |
| Equity investments | 4 | 306 | 306 |
| Financial assets | 10 | 180 | 0 |
| Non-current receivables | 5 | 300 | 262 |
| Deferred tax assets | 22 | 4,870 | 4,781 |
| Total non-current assets | 93,962 | 94,141 | |
| CURRENT ASSETS | |||
| Inventories | 6 | 36,046 | 31,484 |
| Trade receivables | 7 | 49,113 | 36,842 |
| Tax receivables | 8 | 2,177 | 3,163 |
| Other current receivables | 9 | 1,470 | 1,419 |
| Financial assets | 10 | 193 | 0 |
| Cash and cash equivalents Total current assets |
11 | 5,588 94,587 |
12,143 85,051 |
| ASSETS HELD FOR SALE | 0 | 0 | |
| TOTAL ASSETS | 188,549 | 179,192 | |
| SHAREHOLDERS' EQUITY AND LIABILITIES | |||
| SHAREHOLDERS' EQUITY | |||
| Share capital | 12 | 11,533 | 11,533 |
| Retained earnings, other reserves | 13 | 90,930 | 90,471 |
| Net profit (loss) for period | 7,452 | 8,994 | |
| Total equity interest of the Parent Company | 109,915 | 110,998 | |
| Minority interests | 1,407 | 1,379 | |
| Total shareholders' equity | 111,322 | 112,377 | |
| NON-CURRENT LIABILITIES | |||
| Loans | 14 | 16,320 | 18,892 |
| Other financial liabilities | 15 | 1,702 | 1,762 |
| Post-employment benefit and retirement reserves | 16 | 3,081 | 3,086 |
| Reserves for risks and contingencies | 17 | 448 | 434 |
| Deferred tax | 22 | 789 | 870 |
| Total non-current liabilities | 22,340 | 25,044 | |
| CURRENT LIABILITIES | |||
| Loans | 14 | 19,374 | 14,612 |
| Other financial liabilities | 21 | 78 | 335 |
| Trade payables | 18 | 25,822 | 18,977 |
| Tax payables | 19 | 1,760 | 1,190 |
| Other payables | 20 | 7,853 | 6,657 |
| Total current liabilities | 54,887 | 41,771 | |
| LIABILITIES HELD FOR SALE | 0 | 0 | |
| TOTAL LIABILITIES AND SHAREHOLDERS' | |||
| EQUITY | 188,549 | 179,192 |
(*) 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").
| Notes: | H1 2017 | H1 2016 | |
|---|---|---|---|
| (€/000) | |||
| OPERATING REVENUE AND INCOME | |||
| Revenues | 23 | 77,236 | 64,853 |
| Other income | 24 | 1,581 | 1,350 |
| Total operating revenue and income | 78,817 | 66,203 | |
| OPERATING COSTS | |||
| Materials | 25 | (33,039) | (25,370) |
| Change in inventories | 5,195 | 2,496 | |
| Services | 26 | (15,914) | (14,368) |
| Payroll costs | 27 | (18,417) | (16,577) |
| Other operating costs | 28 | (588) | (451) |
| Costs for capitalised in-house work | 728 | 433 | |
| Total operating costs | (62,035) | (53,837) | |
| OPERATING PROFIT BEFORE DEPRECIATION & | |||
| AMORTISATION, CAPITAL GAINS/LOSSES, AND | |||
| WRITE-DOWNS/WRITE-BACKS OF NON CURRENT ASSETS (EBITDA) |
16,782 | 12,366 | |
| Depreciation and amortisation | (6,469) | (6,331) | |
| Capital gains/(losses) on disposals of non-current assets | 7 | 8 | |
| Write-downs/write-backs of non-current assets | 0 | 0 | |
| OPERATING PROFIT (EBIT) | 10,320 | 6,043 | |
| Financial income | 129 | 32 | |
| Financial expenses | 29 | (283) | (285) |
| Exchange rate gains and losses | 30 | 101 | 126 |
| Profits and losses from equity investments | 0 | 0 | |
| PROFIT BEFORE TAXES | 10,267 | 5,916 | |
| Income tax | 31 | (2,787) | (1,981) |
| Minority interests | (28) | 0 | |
| NET PROFIT FOR THE PERIOD | 7,452 | 3,935 | |
| (in euro) Basic earnings per share |
32 | 0.663 | 0.345 |
| Diluted earnings per share | 32 | 0.663 | 0.345 |
| Notes: | H1 2017 | H1 2016 | |
|---|---|---|---|
| (€/000) | |||
| NET PROFIT FOR THE PERIOD | 7,452 | 3,935 | |
| Overall earnings/losses that will be subsequently restated under profit (loss) for the period: Forex differences due to translation of financial statements in foreign currencies Tax effect |
(2,214) 0 |
1,378 0 |
|
| Total other profits/(losses) net of taxes for the | |||
| year | (2,214) | 1,378 | |
| TOTAL PROFIT | 5,238 | 5,313 |
| H1 2017 | H1 2016 | |
|---|---|---|
| Cash and cash equivalents at beginning of period | 12,143 | 3,991 |
| Net profit/(loss) for the period | 7,452 | 3,935 |
| Adjustments for: | ||
| - Depreciation for the period | 6,469 | 6,331 |
| - Realised gains/losses | (7) | (8) |
| - Financial income and expenses | 154 | 253 |
| - Income tax | 2,787 | 1,981 |
| Change in post-employment benefit reserve | (17) | (53) |
| Change in risk provisions | 14 | (22) |
| Change in trade receivables | (12,271) | (1,680) |
| Change in inventories | (4,562) | (2,743) |
| Change in trade payables | 6,845 | 1,712 |
| Change in net working capital | (9,988) | (2,711) |
| Change in other receivables and payables, deferred tax | 1,019 | 775 |
| Payment of taxes | (1,206) | (1,558) |
| Payment of financial expenses | (271) | (265) |
| Collection of financial income | 129 | 32 |
| Cash flow from operations | 6,535 | 8,690 |
| Investments in non-current assets | ||
| - intangible | (377) | (438) |
| - tangible | (6,782) | (6,574) |
| - financial | 0 | 0 |
| Disposal of non-current assets | 123 | 52 |
| Cash flow from investments | (7,036) | (6,960) |
| Repayment of loans | (6,003) | (11,083) |
| New loans | 7,876 | 19,046 |
| Change in financial assets | (373) | 0 |
| Purchase of treasury shares | (937) | (1,132) |
| Payment of dividends | (5,384) | (5,467) |
| Cash flow from financing activity | (4,821) | 1,364 |
| Acquisition of A.R.C. | 0 | (2,614) |
| Foreign exchange differences | (1,233) | 634 |
| Net financial flows for the period | (6,555) | 1,114 |
| Cash and cash equivalents at end of period | 5,588 | 5,105 |
| Current financial debt | 19,452 | 28,606 |
| Non-current financial debt | 18,022 | 10,778 |
| Net financial debt | 31,886 | 34,279 |
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5, 3 1 3 |
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8 9 |
8 9 |
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1 1, 3 3 5 |
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2, 3 0 7 |
( 1, 8 ) 5 5 |
( 6 0 ) 5, 7 |
( 8 1 ) 5 |
8 8, 6 1 5 |
3, 9 3 5 |
1 0 8, 2 3 2 |
1, 2 9 9 |
1 0 9, 4 4 2 |
| ha f ha Pu tre rc se o as ur y s re s |
( ) 5 4 4 |
( ) 5 4 4 |
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| Ov l l p f i H 1 2 0 1 6 t era ro he ive in- co mp re ns co m e |
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1 1. 3 3 5 |
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( 2, 3 9 9 ) |
( 3 8 8 ) 7, |
( 6 1 2 ) |
8 8, 6 1 5 |
8, 9 9 4 |
1 1 0, 9 9 8 |
1, 3 9 7 |
1 1 2, 3 7 7 |
| A l loc ion f ing 2 0 1 6 e t a o arn s d iv i de ds i d o t n p a u - ie d for d - c arr wa r |
3, 6 0 4 |
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| Pu ha f ha tre rc se o as ur s re s y |
( 9 3 ) 7 |
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| Ov l l p f i H 1 2 0 1 7 t era ro |
( 2, 2 1 4 ) |
4 2 7, 5 |
2 3 8 5, |
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2 6 6 5, |
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| Ba la 3 0 Ju 2 0 1 t 7 nc e a n |
1 1, 3 3 5 |
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9 2, 1 6 5 |
4 4 6 7, |
1 0 9, 9 1 5 |
1, 4 0 7 |
1 1 1, 3 2 2 |
(*) 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 2017, were prepared in compliance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and endorsed by the European Union and, in particular, in accordance with IAS 34 on interim reports. This set of condensed half-year consolidated financial statements does not include all the information required for the annual financial report and must be read in conjunction with the consolidated financial statements for the year ended 31 December 2016. Reference to the IFRS includes all the International Accounting Standards (IAS) currently in force. The financial statements have been prepared in euro, rounding amounts to the nearest thousand, and are compared with the half-yearly and annual financial statements of the previous year, prepared according to the same standards. The half-yearly condensed consolidated financial statements 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, and accounting principles and policies are the same as those used for the annual financial report at 31 December 2016, to which reference should be made for additional information.
Given that no new IFRS accounting standards, amendments and interpretations are expected to come into force starting 1 January 2017, the Group prepared the half-yearly condensed consolidated financial statements using the same accounting standards used for the financial statements at 31 December 2016.
The principle applies from 1 January 2018, but early application is permitted. The amendments to IFRS 15, Clarifications to IFRS 15 – Revenue from Contracts with Customers, published by the IASB in April 2016, have not yet been approved by the European Union. Although the systematic analysis of the case and in particular a detailed analysis of the contracts with the customers have not yet been completed, the directors do not expect that the application of IFRS 15 can have a significant impact on the amounts recorded for the revenues and on the related disclosures in the Group's consolidated financial statements.
• Final version of IFRS 9 – Financial Instruments (published on 24 July 2014). The document welcomes the results of the phases relating to classification and valuation, Impairment, and hedge accounting, of the IASB project intended to replace IAS 39. The new standard, which replaces the previous versions of IFRS 9, should be applied by financial statements from 1 January 2018 onwards. The directors do not expect that the application of IFRS 9 can have a significant impact on the amounts and on the disclosures in the Group's consolidated financial statements. However, it is not possible to provide a reasonable estimate of the effect as long as the Group has not completed a detailed analysis.
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.
• On 7 June 2017, IASB published the clarification document IFRIC 23 – Uncertainty over Income Tax Treatments. The document addresses the issue of uncertainties relevant to the tax treatment to be adopted for income taxes.
The document envisages that the uncertainties in determining tax assets or liabilities are reflected in the financial statements only when it is probable that the entity will pay or recover the amount in question. Furthermore, the document does not contain any new disclosure requirements but emphasises that the entity must establish whether it will be necessary to provide information on the comments made by management and relevant uncertainties concerning the accounting of taxes, in accordance with the provisions of IAS 1. The new interpretation is applicable from 1 January 2019, but early application is permitted.
The Group has adopted the following formats:
Use of these formats permits the most meaningful representation of the Group's capital, business, and financial status.
The scope of consolidation at 30 June 2017 comprises the parent company Sabaf S.p.A. and the following companies, which Sabaf S.p.A. controls:
Control is the power to directly or indirectly determine the financial and operating policies of an entity in order to obtain benefits from its activities. Controlled companies (i.e. subsidiaries) are consolidated from the date on which such control starts until the date on which it ends.
The companies Sabaf US Corp. and Handan ARC Ltd., have not been consolidated as they are immaterial for the purposes of consolidation.
Upon completion of the valuation of the assets and liabilities of A.R.C. at the acquisition date, pursuant to IFRS 3, previously considered provisional, the temporary figures of the tangible assets acquired recorded at the time in the half-year report at 30 June 2016 and consolidated financial statements at 31 December 2016, were increased by €410,000, subsequent to a technical analysis carried out by experts on plants, machinery and equipment to identify their fair value. Furthermore, provisions for deferred tax liabilities were increased by €114,000 in order to record the relevant tax effect. The Group has used the option provided by IFRS 3 in order to finalise the allocation within 12 months from the purchase date given that the technical analysis on plants, machinery and equipment was not previously complete and available.
Goodwill is based on the favourable income and financial outlook of A.R.C., outlined in the 2017 - 2021 forward plan, drafted at the end of 2016, which plans a further gradual improvement of sales and profitability, to be considered as sustainably purchased also going forward. The final goodwill of € 1,770,000 reflects the net change described above of € 296,000, net of the allocation made to third parties (€ 89,000) during the measurement period to the temporary values of tangible assets and deferred tax liabilities.
As provided by the IFRS 3 accounting standard, the figures of the comparative financial statements and, in particular, the financial position consolidated at 31 December 2016 were restated in order to retrospectively account for the effects resulting from the higher value of the acquired assets (€381,000) and relevant tax effect (€106,000), as well as the reduction of the item goodwill (€207,000). This entry resulted in a reduction in consolidated net income and consolidated shareholders' equity of 2016, for €21,000, of which owned by the Group €15,000.
| Original values assets/liabilities |
Valuation at Fair Value |
Fair Value assets/liabilities |
|
|---|---|---|---|
| acquired | acquired | ||
| Non-current assets | |||
| Property, plant and equipment and intangible assets | 303 | 410 | 713 |
| Financial assets | 107 | 107 | |
| Non-current receivables and deferred tax assets | 145 | 145 | |
| Inventories | |||
| Inventories | 891 | 891 | |
| Trade receivables | 1,525 | 1,525 | |
| Other receivables | 234 | 234 | |
| Cash and cash equivalents | 2,186 | 2,186 | |
| Total assets | 5,391 | 410 | 5,801 |
| Non-current liabilities | |||
| Post-employment benefit reserve | (238) | (238) | |
| Deferred tax liabilities | - | (114) | (114) |
| Current liabilities | |||
| Trade payables | (813) | (813) | |
| Sundry payables | (308) | (308) | |
| Total liabilities | (1,359) | (114) | (1,473) |
| Acquired net assets at fair value | 4,032 | 296 | 4,328 |
| - % of the scope of Sabaf's remit (70%) (a) | 2,823 | 207 | 3,030 |
| Total cost of the acquisition (b) | 4,800 | 4,800 | |
| Goodwill resulting from the acquisition (b-a) (Note 2) | 1,977 | (207) | 1,770 |
| Cash and cash equivalents (c) | 2,186 | 2,186 | |
| Overall cash outlay (b-c) | 2,614 | 2,614 |
The policies applied for consolidation are as follows:
Assets and liabilities, income and costs in 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 subsidiary companies.
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.
Payable/receivable and cost/revenue items between consolidated companies and profits/losses arising from intercompany transactions are eliminated.
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, each company's financial statements are expressed in euro, which is the Group's functional currency and the reporting currency for the consolidated financial statements.
Balance sheet items in accounts expressed in currencies other than euro are converted by applying cur- rent endof-period 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 con- verted 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" under shareholders' equity. The exchange rates used for conversion into euro of the financial position of the foreign subsidiaries, prepared in
local currency, are given in the following table:
| Description of currency |
Exchange rate 30.06.2017 |
Average exchange rate 01.01.2017 - 30.06.2017 |
Exchange rate 31.12.2016 |
Average exchange rate 01.01.2016 - 30.06.2016 |
|---|---|---|---|---|
| Brazilian real | 3.7600 | 3.4418 | 3.4305 | 4.1317 |
| Turkish lira | 4.0134 | 3.9391 | 3.7072 | 3.2585 |
| Chinese renminbi | 7.7385 | 7.4448 | 7.3202 | 7.2960 |
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:
gas parts (household and professional);
hinges.
The preparation of the half-year 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 half-year financial statements and the disclosures on contingent assets and liabilities as at 30 June 2017. 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 | |||||
| 2016* | 51,268 | 185,148 | 40,303 | 1,770 | 278,489 |
| Increases | 1,442 | 2,657 | 1,250 | 1,637 | 6,986 |
| Reclassifications | 118 | 460 | 201 | (983) | (204) |
| Disposals | - | (545) | (141) | - | (686) |
| Forex differences | (452) | (1,028) | (371) | (17) | (1,868) |
| At 30 June 2017 | 52,376 | 186,692 | 41,242 | 2,407 | 282,717 |
| Accumulated depreciation and amortisation |
|||||
| At 31 December 2016 | 16,976 | 152,756 | 35,312 | - | 205,044 |
| Increases | 732 | 4,067 | 1,150 | - | 5,949 |
| Reclassifications | 3 | 22 | 14 | - | 39 |
| Disposals | - | (470) | (100) | - | (570) |
| Forex differences | (82) | (537) | (244) | - | (863) |
| At 30 June 2017 | 17,629 | 155,838 | 36,132 | 0 | 209,599 |
| Carrying value | |||||
| At 31 December 2016 | |||||
| 34,292 | 32,392 | 4,991 | 1,770 | 73,445 | |
| At 30 June 2017 | 34,747 | 30,854 | 5,110 | 2,407 | 73,118 |
* figures recalculated pursuant to IFRS 3
The carrying value of the item "Property" is made up as follows:
| 30.06.2017 | 31.12.2016 | Change | |
|---|---|---|---|
| Land | 6,972 | 6,688 | 284 |
| Industrial buildings | 27,776 | 27,604 | 171 |
| Total | 34,747 | 34,292 | 455 |
During the year, the largest investments were used for the automation of the assembly lines for light alloy valves and automation of the die-casting islands in Turkey. Significant interventions are also in progress at the Ospitaletto plant for the interconnection of production plants with the management systems and for product traceability (industry 4.0). Other investments were used for the creation of moulds for new burners. The building in Campodarsego (PD), where A.R.C. carries out its activities, which was previously rented, has been purchased. The expansion of the plant in Brazil was started. 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-year financial statements were not identified.
| Cost | |
|---|---|
| At 31 December 2016 | 13,136 |
| Increases | - |
| Disposals | - |
| At 30 June 2017 | 13,136 |
| Cumulative amortisation and write | |
| downs | |
| At 31 December 2016 | 6,866 |
| Depreciation for the period | 220 |
| Eliminations for disposals | - |
| At 30 June 2017 | 7,086 |
| Carrying value | |
| At 31 December 2016 | 6,270 |
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 2016 |
10,779* | 6,469 | 4,955 | 791 | 22,994 |
| Increases | - | 166 | 205 | 6 | 377 |
| Reclassifications | - | - | - | - | - |
| Forex differences | - | (7) | - | (6) | (13) |
| At 30 June 2017 | 10,779 | 6,628 | 5,160 | 791 | 23,358 |
| Accumulated depreciation and amortisation |
|||||
| At 31 December 2016 |
4,563 | 6,006 | 2,699 | 648 | 13,916 |
| Increases | - | 134 | 171 | 9 | 314 |
| Reclassifications | - | - | - | - | - |
| Forex differences | - | (4) | - | (6) | (10) |
| At 30 June 2017 | 4,563 | 6,136 | 2,870 | 651 | 14,220 |
| Carrying value | |||||
| At 31 December 2016 |
6,216 | 463 | 2,256 | 143 | 9,078 |
| At 30 June 2017 | 6,216 | 492 | 2,290 | 140 | 9,138 |
* figure recalculated pursuant to IFRS 3
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:
The Group did not identify any impairment indicators in the first half of 2017, i.e. signs that tangible and intangible assets including goodwill relating to the CGU "Hinges" and "Professional burners" may have suffered an impairment loss. Consequently, at 30 June 2017, it was not deemed necessary to conduct an impairment test based on an updated business plan.
Other intangible assets have a finite useful life and are therefore amortised based on this lifetime. The useful life of projects for which development costs are capitalised is estimated at 10 years.
The increase in development costs mainly includes the costs for the designing of new models of special burners.
Internal and external indicators which would necessitate an impairment test on intangible assets, other than goodwill, with reference to these half-year financial statements were not identified.
| 31.12.2016 | Change | 30.06.2017 | |
|---|---|---|---|
| Sabaf U.S. | 139 | - | 139 |
| Handan ARC Burners - |
101 | - | 101 |
| Other shareholdings | 66 | - | 66 |
| Total | 306 | 0 | 306 |
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 established at the end of 2015, in which A.R.C. s.r.l. holds 50% (the Group's interest is therefore equivalent to 35%). Handan ARC Burners has the objective to produce and market burners for professional cooking in China; the company is currently starting-up operations.
| 30.06.2017 | 31.12.2016 | Change | |
|---|---|---|---|
| Tax receivables | 265 | 225 | 40 |
| Guarantee deposits | 35 | 37 | (2) |
| Total | 300 | 262 | 38 |
Tax receivables relate to indirect taxes to be recovered from Brazilian tax authorities.
| 30.06.2017 | 31.12.2016 | Change | |
|---|---|---|---|
| Commodities | 11,395 | 9,740 | 1,655 |
| Semi-processed goods | 12,378 | 10,893 | 1,485 |
| Finished products | 15,655 | 13,308 | 2,347 |
| Provision for inventory write-downs |
(3,382) | (2,457) | (925) |
| Total | 36,046 | 31,484 | 4,562 |
The value of inventories at 30 June 2017 was higher than at the end of 2016, subsequent to the increase in sales value and different seasonal trend. The impact of inventories on sales is 23.3%, compared with 25% at the end of 2016.
At 30 June 2017, the inventory obsolescence provision was adjusted based on an improved estimate of the obsolescence risk, measured by analysing slow and non-moving inventory.
| 30.06.2017 | 31.12.2016 | Change | |
|---|---|---|---|
| Total trade receivables | 49,839 | 37,576 | 12,263 |
| Provision for doubtful | |||
| accounts | (727) | (734) | 7 |
| Net total | 49,112 | 36,842 | 12,270 |
Trade receivables at 30 June 2017 also increased versus end-2016 subsequent to higher sales and seasonal trends. There were no significant changes in average payment terms agreed with clients. At 30 June 2017, receivables overdue by more than 90 days totalled €1,792,000 (€1,310,000 at 31 December 2016).
At 30 June 2017, trade receivables included balances of some USD 6.7 million, posted at the €/USD ex- change rate at the end of the period, i.e. 1.1412.
| 30.06.2017 | 31.12.2016 | Change | |
|---|---|---|---|
| From Giuseppe Saleri SapA for IRES | 1,158 | 1,158 | - |
| From inland revenue for income tax | - | 1,028 | (1,028) |
| From inland revenue for VAT | 478 | 533 | (55) |
| Other tax receivables | 541 | 444 | 97 |
| Total | 2,177 | 3,163 | (986) |
Since 2004 the Italian companies of the Group have been part of the national tax consolidation scheme pursuant to articles 117/129 of the Unified Income Tax Law. In this scheme, Giuseppe Saleri S.a.p.A., the parent company of Sabaf S.p.A., acted as the consolidating company. This option has not been renewed in 2016, as one of the conditions permitting the Group's tax regime (controlling party's shareholding in the controlled party greater than 50%) is no longer valid.
At 30 June 2017, the receivable due from Giuseppe Saleri S.a.p.A., arises from the deductibility of IRAP from IRES relating to the expenses incurred for employees for the period 2006-2011 (Legislative Decree 201/2011), for which the consolidating company has presented an application for a refund and which will revert to the Sabaf Group companies for the share pertaining to them as soon as it is refunded.
Other tax receivables mainly relate to the indirect taxes of the group's foreign companies (Brazil, Turkey and China).
| 30.06.2017 | 31.12.2016 | Change | ||
|---|---|---|---|---|
| Advances to suppliers | 179 | 168 | 11 | |
| Credits to be received from | ||||
| suppliers | 320 | 706 | (386) | |
| Other receivables, accrued | ||||
| income | 971 | 545 | 426 | |
| Total | 1,470 | 1,419 | 51 |
Credits to be received from suppliers for €210,000, include the energy subsidy due to companies which consume a large amount of energy (so-called "energy-intensive users' bonus") for the 2015 financial year, and for the remainder the attributable share of bonuses from suppliers linked to the attainment of specific purchasing objectives.
| 30.06.2017 | 31.12.2016 | ||||
|---|---|---|---|---|---|
| Current | Non Current | Current | Non Current | ||
| Fixed bank account | 60 | 180 | - | - | |
| Currency derivatives | 133 | - | - | - | |
| Total | 193 | 180 | 0 | 0 |
At 30 June 2017, forward sale derivative contracts for a notional amount of USD 3.5 million were in place to hedge the Group's exposure to exchange rate risk, for which the valuation at fair value, positive for €133,000, was accounted for in the current financial assets.
Cash and cash equivalents, which amounted to €5,588,000 at 30 June 2017 (€12,143,000 at 31 December 2016) consisted of bank current account balances of €4,117,000 (€8.4 million at 31 December 2016) and investments in mutual funds with immediate liquidity of €1,471,000 (€3.7 million at 31 December 2016). Changes in the net financial position are analysed in the cash flow statement.
Sabaf S.p.A.'s share capital at 30 June 2017 consists of 11,533,450 shares with a par value of €1 each and has not changed compared with 31 December 2016.
In the course of the first half-year of 2017, 84,472 own shares were acquired at an average unit price of €11,098, while they have not been sold.
At 30 June 2017, Sabaf S.p.A. held 317,611 treasury shares (2.754% of the share capital), reported in the financial statements as an adjustment to shareholders' equity at a unit value of €10,504.
There were 11,215,839 outstanding shares at 30 June 2017 (11,300,311 at 31 December 2016).
| 30.06.2017 | 31.12.2016 | |||
|---|---|---|---|---|
| Current | Non Current | Current | Non Current | |
| Property leasing | 147 | 1,537 | 145 | 1,611 |
| Unsecured loans | 5,834 | 14,783 | 6,656 | 17,281 |
| Short-term bank loans | 7,251 | - | 7,802 | - |
| Advances on bank receipts | ||||
| or invoices | 6,127 | - | 2 | - |
| Interest payable | 15 | - | 7 | - |
| Total | 19,374 | 16,320 | 14,612 | 18,892 |
Changes in loans over the first half of the year are shown in the cash flow statement. During the half-year period, no new medium-long-term loans were taken out. Short-term loans of up to three months have been renewed as part of ordinary cash flow management activities.
Only one of the outstanding unsecured loans of € 4.5 million at 30 June 2017 has covenants, defined with reference to the consolidated financial statements at the end of the reporting period, as specified below:
Covenants result as fully respected at 31 December 2016.
| 30.06.2017 | 31.12.2016 | |||
|---|---|---|---|---|
| Current | Non Current | Current | Non Current | |
| Option on minorities | - | 1,522 | - | 1,522 |
| Payables to A.R.C.'s | ||||
| shareholders | 60 | 180 | 60 | 240 |
| Currency derivatives | - | - | 238 | - |
| Derivative instruments on | ||||
| interest rates | 18 | - | 37 | - |
| Total | 78 | 1,702 | 335 | 1,762 |
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) under the terms described above requires the initial recognition of a liability corresponding to the estimated reimbursement value, expected at the time of the possible exercise of the option: to this end, a non-current financial liability equivalent to €1.522 million was recognised, the amount of which remained unchanged compared to December 31, 2016, given that no indicators have emerged during the half-year that required an adjustment to the valuation. It is noted that in the course of the subsequent periods until the date of the possible exercise of the option the Group will have to value from time to time the estimate of the outlay and determine the adjustment of the liabilities recognized, opting for the application of the fair value method of valuation of the liabilities in accordance with the provisions of IAS 39.
The payables to A.R.C.'s shareholders, equivalent to €240,000 at 30 June 2017, are related to the part of the price not yet liquidated to the vendors, which is deposited on an escrow account and 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 borrows money mainly at a floating rate; to reach an optimum mix of floating and fixed rates in the structure of the loans, the Group uses derivative financial instruments. At 30 June 2017 the Group has in place three interest rate swap (IRS) contracts for amounts and maturities coinciding with three unsecured loans which are being amortised, whose residual value at 30 June 2017 is €11.689 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".
| 30.06.2017 | 31.12.2016 | Change | |
|---|---|---|---|
| Severance indemnity | 2,956 | 2,961 | (5) |
| Provision for pensions | 125 | 125 | - |
| Total | 3,081 | 3,086 | (5) |
| 31.12.2016 | Provisions | Utilisation | Release of excess portion |
Forex differences |
30.06.2017 | |
|---|---|---|---|---|---|---|
| Reserve for | ||||||
| agents' | 231 | 17 | - | (15) | - | 233 |
| indemnities | ||||||
| Product | 60 | 10 | (10) | - | - | 60 |
| guarantee fund | ||||||
| Reserve for | 143 | 20 | - | - | (8) | 155 |
| legal risks | ||||||
| Total | 434 | 47 | (10) | (15) | (8) | 448 |
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 reserve for risks and contingencies, which represent the estimate of future payments made based on historical experience, have not been time-discounted because the effect is considered negligible.
| 30.06.2017 | 31.12.2016 | Change | |
|---|---|---|---|
| Total | 25,822 | 18,977 | 6,845 |
The increase in trade payables compared to the end of 2016 reflects the higher volumes of activity and different seasonal trend. Aver- age payment terms remained unchanged.
At 30 June 2017, there were no overdue payables of a significant amount, and the Group had not received any injunctions for overdue payables.
| 30.06.2017 | 31.12.2016 | Change | |
|---|---|---|---|
| Income tax payables | 1,157 | 361 | 796 |
| Withholding taxes | 492 | 788 | (296) |
| Other tax payables | 112 | 41 | 71 |
| Total | 1,761 | 1,190 | 571 |
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.
| 30.06.2017 | 31.12.2016 | Change | |
|---|---|---|---|
| Due to employees | 5,127 | 3,965 | 1,162 |
| To social security institutions |
1,981 | 2,139 | (158) |
| To agents | 187 | 268 | (81) |
| Advances from customers | 155 | 181 | (26) |
| Other current payables, accrued and deferred |
403 | 104 | 299 |
| income | |||
| Total | 7,853 | 6,657 | 1,196 |
At 30 June 2017, payables due to employees included amounts for the thirteenth month's pay and for holidays accrued but not taken.
| 30.06.2017 | 31.12.2016 | Change | ||
|---|---|---|---|---|
| A. | Cash | 14 | 12 | 2 |
| B. | Positive balances of unrestricted bank accounts | 4,103 | 8,376 | (4,273) |
| C. | Other cash equivalents | 1,471 | 3,755 | (2,284) |
| D. | Liquidity (A+B+C) | 5,588 | 12,143 | (6,555) |
| E. | Current bank overdrafts | 13,392 | 7,811 | 5,581 |
| F. | Current portion of non-current debt | 5,982 | 6,801 | (819) |
| G. | Other current financial payables | 78 | 335 | (257) |
| H. | Current financial debt (E+F+G) | 19,452 | 14,947 | 4,505 |
| I. | Current net financial debt (H-D) | 13,864 | 2,804 | 11,060 |
| J. | Non-current bank payables | 14,783 | 17,281 | (2,498) |
| K. | Other non-current financial payables | 3,239 | 3,373 | (134) |
| L. | Non-current financial debt (J+K) | 18,022 | 20,654 | (2,632) |
| M. | Net financial debt (L+I) | 31,886 | 23,458 | 8,428 |
The change in cash and cash equivalents (letter D. of the net financial position table) is shown in the Cash Flow Statement.
| 30.06.2017 | 31.12.2016 | Change | |
|---|---|---|---|
| Deferred tax assets | 4,870 | 4,781 | 89 |
| Deferred tax | (789) | (870)* | 81 |
| Net position | 4,081 | 3,911 | 170 |
* figure recalculated pursuant to IFRS 3
Below are the main elements comprising deferred tax assets and liabilities and their changes during the period:
| Depreciation and amortisation and leasing |
Provisions and value adjustments |
Fair value of derivative instruments |
Goodwill | Tax incentives |
Actuarial post employment benefit reserve evaluation |
Other temporary differences |
Total | |
|---|---|---|---|---|---|---|---|---|
| At 31 December 2016 |
23 | 1,062 | 67 | 1,771 | 595 | 210 | 183 | 3,911 |
| A income statement |
9 | 249 | (45) | - | (270) | (2) | 294 | 235 |
| Forex differences |
- | (12) | - | - | (40) | - | (13) | (65) |
| At 30 June 2017 |
32 | 1,299 | 22 | 1,771 | 285 | 208 | 464 | 4,081 |
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 2017, revenue from sales and services totalled €77,236,000, up by 19.1% versus €64,853,000 in the same period in 2016. 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 2017 | H1 2016 | Change | |
|---|---|---|---|
| Sale of scrap and raw materials | 1,129 | 908 | 221 |
| Rental income | 43 | 43 | 0 |
| Contingent income | 89 | 121 | (32) |
| Release of reserve for risks | 15 | 63 | (48) |
| Other income | 305 | 215 | 90 |
| Total | 1,581 | 1,350 | 231 |
| H1 2017 | H1 2016 | Change | |
|---|---|---|---|
| Commodities and outsourced components |
30,175 | 22,918 | 7,257 |
| Consumables | 2,864 | 2,452 | 412 |
| Total | 33,039 | 25,370 | 7,669 |
The average effective purchase prices of the main commodities have recorded an increase. During the first half of 2016, the higher cost due to the effect of the change in the prices of commodities compared to those of the first half of 2016, at equivalent volumes, is estimated at around €0.8 million.
In the first hald of 2017, the impact of consumption (purchases plus change in inventories) on sales was 36.1%, compared with 35.3% in 2016.
| H1 2017 | H1 2016 | Change | |
|---|---|---|---|
| Outsourced processing | 5,275 | 4,515 | 760 |
| Natural gas and electricity | 2,497 | 2,404 | 93 |
| Maintenance | 2,355 | 2,143 | 212 |
| Transport and export expenses | 1,086 | 883 | 203 |
| Commissions | 274 | 286 | (12) |
| Advisory services | 1,067 | 786 | 281 |
| Directors' remuneration | 518 | 558 | (40) |
| Use of temporary agency workers | 99 | 63 | 36 |
| Travel expenses and allowances | 409 | 364 | 45 |
| Waste disposal | 247 | 220 | 27 |
| Canteen | 207 | 215 | (8) |
| Insurance | 295 | 409 | (114) |
| Other costs | 1,585 | 1,522 | 63 |
| Total | 15,914 | 14,368 | 1,546 |
The higher costs for outsourced processing are related to the increase of production volumes, which also required greater outsourcing for various stages of production. The higher costs for maintenance derive from the work in progress for the continuous adaptation of plant, machinery and equipment at all of the Group's facilities. Other costs include registering of patents, leasing of third-party assets, cleaning and other minor items.
| H1 2017 | H1 2016 | Change | |
|---|---|---|---|
| Salaries and wages | 12,630 | 11,510 | 1,120 |
| Social security costs | 3,974 | 3,691 | 283 |
| Severance Indemnity and | |||
| supplementary pension | 727 | 685 | 42 |
| Temporary agency workers | 939 | 572 | 367 |
| Other costs | 147 | 119 | 28 |
| Total | 18,417 | 16,577 | 1,840 |
The average Group headcount in the first half of 2017 was 754 employees (586 blue-collars, 153 white-collars and supervisors, and 15 managers) compared to 761 in the first half of 2016. The average number of temporary workers was 72, compared with 64 in the same period of 2016. During the period, the Group did not use the temporary unemployment fund (in the first half of 2016, this institution allowed for a cost saving of around €320,000).
| H1 2017 | H1 2016 | Change | |
|---|---|---|---|
| Allowances for doubtful | |||
| accounts | 63 | 50 | 13 |
| Non-income related taxes and | |||
| duties | 250 | 247 | 3 |
| Contingent liabilities | 59 | 56 | 3 |
| Provisions to the risk reserve | |||
| 47 | - | 47 | |
| Other operating costs | 169 | 98 | 71 |
| Total | 588 | 451 | 137 |
| H1 2017 | H1 2016 | Change | |
|---|---|---|---|
| Interest paid to banks | 146 | 124 | 22 |
| Interest paid on leasing | 10 | 12 | (2) |
| Financial expenses on | - | 13 | (13) |
| derivative financial instruments | |||
| Banking expenses | 109 | 115 | (6) |
| Other financial expenses | 18 | 21 | (3) |
| Total | 283 | 285 | (2) |
In the first half of 2017, the Group reported net foreign exchange gains of €101,000, versus net gains of €126,000 in the same period of 2016.
| H1 2017 | H1 2016 | Change | |
|---|---|---|---|
| Current tax | 2,487 | 1,907 | 580 |
| Deferred tax | 235 | 80 | 155 |
| Balance of previous FYs | 65 | (6) | 71 |
| Total | 2,787 | 1,981 | 806 |
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 2017, the impact of current taxes as a share of the pre-tax profit is 27.1%, compared with 33.5% in the first half of 2016. The reduction of the tax rate was determined by the reduction of the IRES rate from 27.5% to 24%, and the tax benefits connected to the investments made in Italy ("super amortisation" and "hyper amortisation") and in Turkey.
Basic and diluted EPS are calculated based on the following data:
| H1 2017 | H1 2016 |
|---|---|
| Euro '000 | Euro '000 |
| 7,452 | 3,935 |
| H1 2016 | |
| 11,235,368 | 11,413,380 |
| 0 | 0 |
| 11,235,368 | 11,413,380 |
| H1 2017 | H1 2016 |
| Euro | Euro |
| 0.663 | 0.345 |
| 0.663 | 0.345 |
| H1 2017 |
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 2017, shareholders were paid a dividend of €0.48 per share (total dividends of €5,384,000); a unitary dividend for the same amount was paid in 2016.
Below is the information by business segment for the first half of 2017 and 2016.
First half 2017
| Gas parts (household and professional) |
Hinges | Cost | |
|---|---|---|---|
| Sales | 72,945 | 4,291 | 77,236 |
| Operating result | 9,826 | 493 | 10,319 |
| Gas parts (household and professional) |
Hinges | Cost | |
|---|---|---|---|
| Sales | 60,630 | 4,223 | 64,853 |
| Operating result | 5,632 | 411 | 6,043 |
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.
| Total financial stateme nt item |
Parent company |
Non consolidat ed 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 items in the statement of financial position at 30 June 2017
Impact of related-party transactions or positions on items in the statement of financial position at 30 June 2016
| Total financial stateme nt item |
Parent company |
Non consolidat ed subsidiarie s |
Other related parties |
Total related parties |
Impact on the total |
|
|---|---|---|---|---|---|---|
| Trade receivables | 43,629 | 5 | - | - | 5 | 0.01% |
| Tax receivables | 2,616 | 1,205 | - | - | 1,205 | 46.06% |
| Trade payables | 21,975 | - | 45 | - | 45 | 0.20% |
| Tax payables | 1,586 | 157 | - | - | 157 | 9.90% |
Impact of related-party transactions or positions on income statement items at 30 June 2017
| Total financial |
Non consolidate |
Other | ||||
|---|---|---|---|---|---|---|
| statemen t item |
Parent company |
d 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% |
Impact of related-party transactions or positions on income statement items at 30 June 2016
| Total financial statemen t item |
Parent company |
Non consolidate d subsidiaries |
Other related parties |
Total related parties |
Impact on the total |
|
|---|---|---|---|---|---|---|
| Other income | 1,350 | 5 | - | - | 5 | 0.37% |
| Services | 14,368 | - | 90 | - | 90 | 0.63% |
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 are solely of a commercial nature.
All transactions are regulated by specific contracts regulated at arm's length conditions.
At 30 June 2017, there were no equity-based incentive plans for the Company's directors and employees.
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 2017.
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 2017.
The Sabaf Group has issued sureties to guarantee consumer and mortgage loans granted by Banco di Brescia to Group employees for a total of €5,385,000 (€5,510,000 at 31 December 2016).
| Company name Registered offices |
Share capital | Investee Company |
% of invest ment |
||
|---|---|---|---|---|---|
| Parent company | |||||
| Sabaf S.p.A. | Ospitaletto (BS) Via dei Carpini, 1 |
EUR 11,533,450 | |||
| Subsidiary companies | |||||
| Faringosi-Hinges s.r.l. | Ospitaletto (BS) Via Martiri della Libertà, 66 |
EUR 90,000 | Sabaf S.p.A. | 100% | |
| Sabaf Immobiliare s.r.l. | Ospitaletto (BS) Via Martiri della Libertà, 66 |
EUR 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 Compo- nents (Kunshan) Co., Ltd. |
Kunshan (China) | EUR 200,000 | Sabaf S.p.A. | 100% | |
| Sabaf Appliance Compo- nents (Kunshan) Co., Ltd. |
Kunshan (China) | EUR 4,400,000 | Sabaf S.p.A. | 100% | |
| A.R.C. s.r.l. | Campodarsego (PD) | EUR 45,000 | Sabaf S.p.A. | 70% |
| Company name | Registered offices | Share capital | Investee Company |
% of investment |
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% |
The undersigned Gianluca Beschi as Chief Executive Officer ad interim and Financial Reporting Officer for the preparation of the Corporate Financial Documents of Sabaf S.p.A., have taken into account the requirements of Article 154-bis, paragraph 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 2017.
They also certify that:
Ospitaletto, 03 August 2017
SABAF S.p.A. Financial Reporting Officer for the preparation of the Corporate Financial Documents - Chief Executive Officer ad interim Gianluca Beschi
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