Interim / Quarterly Report • Aug 5, 2016
Interim / Quarterly Report
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Half-Year Report at 30 June 2016
| 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 | 14 |
| Consolidated statement of comprehensive income | 15 |
| Consolidated statement of cash flows | 16 |
| Statement of changes in consolidated shareholders' equity | 17 |
| Explanatory notes | 19 |
| Certification of the Half-Yearly Condensed Consolidated Fi nancial Statements Pursuant to Article 154-bis of Legislative Decree 58/98 |
39 |
Independent auditor's report
SABAF S.p.A. R.E.A. Brescia 347512 Tax code 03244470179 Share capital: €11,533,450 fully paid in www.sabaf.it
Registered and administrative office: Via dei Carpini 1 - 25035 Ospitaletto (Brescia)
| 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 | Alberto Bartoli |
| Director | Gianluca Beschi |
| Director (*) | Renato Camodeca |
| Director (*) | Giuseppe Cavalli |
| Director (*) | Fausto Gardoni |
| 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 2016 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 2016 and 30 June 2015 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 household 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 five production plants: Ospitaletto (Brescia), Bareggio (Milan), Jundiaì (Brazil), Manisa (Turkey) and Kunshan (China).
In June 2016 the parent company Sabaf S.p.A. finalised the acquisition of a 70% stake in A.R.C. s.r.l., a leader in Italy in the manufacture of burners for professional cooking. This transaction will allow Sabaf to enter a new market related to its traditional sector of components for household gas cooking appliances and to enhance the Group's strong international presence. Mr. Loris Gasparini, who continues to hold a 30% stake in A.R.C., will remain Chief Executive Officer for a period of 5 years, after which time Sabaf may exercise an option to purchase the remaining 30% of the share capital, as well as a simultaneous sale option in favor of Loris Gasparini. A.R.C. closed 2015 with sales of €4.4 million, EBITDA of €0.9 million and net profit of €0.6 million. ARC closed H1 2016 with sales of €2.73 million, EBITDA of €0.59 million and net profit of €0.38 million. At 30 June 2016, shareholders' equity amounted to €4.033 million and there was a positive net financial position of €2.186 million.
| (amounts in €'000) |
Q2 2016 (*) |
Q2 2015 (*) |
% change | H1 2016 | H1 2015 | % change | FY 2015 |
|---|---|---|---|---|---|---|---|
| Sales revenue | 33,993 | 35,008 | -2.9% | 64,853 | 72,509 | -10.6% | 138,003 |
| EBITDA | 6,783 | 6,661 | +1.8% | 12,366 | 14,364 | -13.9% | 26,172 |
| EBITDA % | 20.0 | 19.0 | 19.1 | 19.8 | 19.0 | ||
| Operating prof it (EBIT) |
3,583 | 3,656 | -2.0% | 6,043 | 8,390 | -28.0% | 14,091 |
| EBIT % | 10.5 | 10.4 | 9.3 | 11.6 | 10.2 | ||
| Pre-tax profit | 3,572 | 3,521 | +1.4% | 5,916 | 8,223 | -28.1% | 13,473 |
| Net profit | 2,378 | 2,341 | +1.6% | 3,935 | 5,455 | -27.9% | 8,998 |
(*) unaudited figures
| (€/000) OPERATING REVENUE AND INCOME Revenues 33,993 35,008 64,853 72,509 Other income 739 916 1,350 1,979 Total operating revenue and income 34,732 35,924 66,203 74,488 OPERATING COSTS Materials (13,922) (13,591) (25,370) (28,853) Change in inventories 1,874 (135) 2,496 1,877 Services (7,420) (7,327) (14,368) (15,963) Payroll costs (8,460) (8,405) (16,577) (17,060) Other operating costs (234) (158) (451) (752) Costs for capitalised in-house work 213 353 433 627 Total operating costs (27,949) (29,263) (53,837) (60,124) OPERATING PROFIT BEFORE DEPRECIATION & AMORTISATION, CAPITAL GAINS/LOSSES, AND WRITE-DOWNS/WRITE-BACKS OF NON CURRENT ASSETS (EBITDA) 6,783 6,661 12,366 14,364 Depreciation and amortisation (3,198) (3,008) (6,331) (6,019) Capital gains/(losses) on disposals of non-current assets (2) 3 8 45 Write-downs/write-backs of non-current assets 0 0 0 0 OPERATING PROFIT (EBIT) 3,583 3,656 6,043 8,390 Financial income 10 10 32 18 Financial expenses (150) (154) (285) (305) Exchange rate gains and losses 129 9 126 120 Profits and losses from equity investments 0 0 0 0 PROFIT BEFORE TAXES 3,572 3,521 5,916 8,223 Income tax (1,194) (1,180) (1,981) (2,768) Minority interests 0 0 0 0 NET PROFIT FOR THE PERIOD 2,378 2,341 3,935 5,455 |
Q2 2016 (*) |
Q2 2015 (*) |
H1 2016 | H1 2015 |
|---|---|---|---|---|
(*) unaudited figures
| (amounts in €'000) |
Q2 2016 (*) |
Q2 2015 (*) |
% change | H1 2016 | H1 2015 | % change | FY 2015 |
|---|---|---|---|---|---|---|---|
| Italy | 10,123 | 11,152 | -9.2% | 20,966 | 22,662 | -7.5% | 41,244 |
| Western Europe |
1,865 | 1,643 | +13.5% | 3,551 | 3,968 | -10.5% | 7,438 |
| Eastern Europe | 9,304 | 9,520 | -2.3% | 17,088 | 18,947 | -9.8% | 35,125 |
| Middle East and Africa |
2,772 | 4,206 | -34.1% | 4,910 | 9,002 | -45.5% | 16,759 |
| Asia and Oceania |
1,664 | 1,428 | +16.5% | 3,101 | 3,151 | -1.6% | 7,019 |
| South America | 5,275 | 4,834 | +9.1% | 9,761 | 10,421 | -6.3% | 20,815 |
| North America and Mexico |
2,990 | 2,225 | +34.4% | 5,476 | 4,358 | +25.7% | 9,603 |
| Total | 33,993 | 35,008 | -2.9% | 64,853 | 72,509 | -10.6% | 138,003 |
(*) unaudited figures
Sales by product line
| (amounts in €'000) |
Q2 2016 (*) |
Q2 2015 (*) |
% change | H1 2016 | H1 2015 | % change | FY 2015 |
|---|---|---|---|---|---|---|---|
| Brass valves | 2,509 | 3,397 | -26.1% | 4,540 | 7,038 | -35.5% | 12,689 |
| Light alloy valves |
8,980 | 8,723 | 3.0% | 17,133 | 18,115 | -5.4% | 33,784 |
| Thermostats | 2,486 | 2,760 | -9.9% | 4,426 | 5,871 | -24.6% | 10,596 |
| Standard burners |
9,369 | 9,335 | 0.4% | 18,160 | 19,229 | -5.6% | 37,789 |
| Special burners | 5,126 | 5,342 | -4.0% | 9,903 | 11,125 | -11.0% | 21,622 |
| Accessories | 3,296 | 3,459 | -4.7% | 6,432 | 7,174 | -10.3% | 13,577 |
| Total gas parts | 31,766 | 33,016 | -3.8% | 60,594 | 68,552 | -11.6% | 130,057 |
| Hinges | 2,227 | 1,992 | +11.8% | 4,259 | 3,957 | +7.6 | 7,946 |
| Total | 33,993 | 35,008 | -2.9% | 64,853 | 72,509 | -10.6% | 138,003 |
(*) unaudited figures
The Sabaf Group reported revenue of €64.9 million in the first half of 2016, a decrease of 10.6% versus the figure of €72.5 million in the corresponding period of the previous year.
The decline in sales is mainly attributable to the economic downturn in some of the main markets in which the group operates, such as Egypt and Brazil. Sales in Italy, which have been associated with customers with a strong focus on exports – mainly in North Africa and the Middle East – have also been affected by the difficult economic and socio-political scenario of this geographical area.
Average sale prices for the period were down by 1.6% versus the first half of 2015.
The analysis per product family shows a more marked decrease of brass valves and thermostats, products intended mainly for the North African and Middle East markets.
During the first half of the year, the Group has benefited, apart from the reduction in the costs of acquisition of raw materials (estimated at 1% of sales) and the favourable exchange rate development (estimated at 0.8% of sales), from the improvement in efficiency of the production processes following further technical and organisational measures.
Therefore, the profitability of the period, although affected by the low sales volumes, stood at satisfactory levels: EBITDA of the first half of 2016 came in at €12.4 million (19.1% of sales and down 13.9% on the same period of 2015, when it was 19.8% of sales) and EBIT was €6 million (9.3% of sales, down by 28% on the figure of €8.4 million for the first half of 2015). Pre-tax profit amounted to €5.9 million in H1 2016 (€8.2 million in H1 2015), and net profit was €3.9 million (€5.5 million in H1 2015, a drop of 27.9%).
Sales in the second quarter of 2016 amounted to €34 million, a drop of 2.9% compared to €35 million in the same period of 2015. In the period there was a more regular development of demand, and some signs of recovery have been noticed in the markets that suffered most at the start of the year, such as Egypt and Turkey.
Second-quarter EBITDA was €6.8 million, equivalent to 20% of sales (+1.8% versus €6.7 million in Q2 2015, when it was 19% of sales), and EBIT was €3.6 million, equivalent to 10.5% of sales (-2% versus €3.7 million in Q2 2015, when it was 10.4% of sales). Net profit for the period was €2.4 million, versus €2.3 million for Q2 2015 (+1.6%).
Balance sheet and financial position
| (€'000) | 30.06.2016 | 31.12.2015 | 30.06.2015 |
|---|---|---|---|
| Non-current assets | 96,674 | 92,797 | 96,726 |
| Current assets1 | 82,338 | 75,370 | 80,438 |
| Current liabilities2 | (31,145) | (27,207) | (35,339) |
| Net working capital 3 |
51,193 | 48,163 | 45,099 |
| Short-term financial assets | 75 | 69 | 0 |
| Provisions for risks and charges, deferred taxes and employee severance pay reserve |
(4,221) | (4,081) | (4,270) |
| Net invested capital | 143,721 | 136,948 | 137,555 |
| Short-term net financial position | (23,501) | (19,520) | (19,018) |
| Net medium/long-term financial position | (10,778) | (6,388) | (8,289) |
| Net financial debt | (34,279) | (25,908) | (27,307) |
| Group shareholders' equity | 108,232 | 111,040 | 110,249 |
| Third-party shareholders' equity | 1,210 | 0 | 0 |
At 30 June 2016 the equity situation shows consolidated shareholders' equity owned by the Group of €108.2 million and net financial debt of €34.3 million (€111 million and €25.9 million respectively at 31 December 2015), after the distribution of dividends of €5.5 million and acquisition of the controlling interest of A.R.C. for €4.8 million.
Investments in H1 2016 were €7 million (€7.9 million in H1 2015); the largest investments were used for increasing production capacity in Turkey and in Brazil, where the production of triple crown burners for the local market got under way. Investments were also made to improve production processes and in maintenance and replacement, to ensure that production equipment is kept constantly up to date and remains efficient.
Net working capital is €51.2 million at 30 June 2016, versus €48.2 million at the end of 2015. The increase is attributable to the seasonal trend and the first-time consolidation of A.R.C.'s financial data.
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.
sum of inventories, trade receivables, tax credits, and other current receivables
2 sum of trade payables, tax payables, and other payables
3 difference between current assets and current 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, interest rate trends, the cost of raw materials, the unemployment rate, and the ease of access to credit.
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:
In consideration of the limited exposure to the British market, the Group estimates that the impact resulting from the United Kingdom's decision to leave the European Union is negligible.
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 2016 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 2015 to be around €0.8 million lower 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 15% 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 2016 the Group has derivative contracts to hedge the risk of the euro/dollar exchange rate for a total notional amount of USD 3 million, maturing on 30 June 2017. The effects of this on the accounts are shown in Note 20.
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 which 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 22% of the Group's total sales in H1 (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 which 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 continuation of supplies to the customers.
Almost 40% of Sabaf Group sales are achieved 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 and the Middle East. 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 which, 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, group governance, potential resistance to change, loss of key staff) which are described in the Management Statement at 31 December 2015, and whose profile did not change during the first half of 2016.
No significant events emerged subsequent to the end of the half year and to the date of the present half-year report.
Sales and orders for July and August show a substantial stability versus the same period of 2015. The Group confirms the forecasts of a modest decline in sales and profitability for the full year 2016.
These forecasts assume a macroeconomic scenario not affected by unpredictable events. If the economic situation were to change significantly, actual figures might diverge from the forecasts.
On behalf of the Board of Directors The Chairman Giuseppe Saleri
Ospitaletto, 4 August 2016
| (€/000) ASSETS |
Notes: | 30.06.2016 | 31.12.2015 |
|---|---|---|---|
| NON-CURRENT ASSETS | |||
| Property, plant and equipment | 1 | 74,802 | 73,037 |
| Real estate investment | 2 | 6,491 | 6,712 |
| Intangible assets | 3 | 9,598 | 7,525 |
| Investments | 4 | 311 | 204 |
| Non-current receivables | 5 | 708 | 432 |
| Deferred tax assets | 22 | 4,764 | 4,887 |
| Total non-current assets | 96,674 | 92,797 | |
| CURRENT ASSETS | |||
| Inventories | 6 | 34,643 | 31,009 |
| Trade receivables | 7 | 43,629 | 40,425 |
| Tax receivables | 8 | 2,616 | 2,489 |
| Other current receivables | 9 | 1,450 | 1,447 |
| Current financial assets | 20 | 75 | 69 |
| Cash and cash equivalents | 10 | 5,105 | 3,991 |
| Total current assets | 87,518 | 79,430 | |
| ASSETS HELD FOR SALE | 0 | 0 | |
| TOTAL ASSETS | 184,192 | 172,227 | |
| SHAREHOLDERS' EQUITY AND LIABILITIES | |||
| SHAREHOLDERS' EQUITY | |||
| Share capital | 11 | 11,533 | 11,533 |
| Retained earnings, other reserves | 92,764 | 90,509 | |
| Net profit (loss) for period | 3,935 | 8,998 | |
| Total equity interest of the Parent Company | 108,232 | 111,040 | |
| Minority interests | 1,210 | 0 | |
| Total shareholders' equity | 109,442 | 111,040 | |
| NON-CURRENT LIABILITIES | |||
| Loans | 13 | 8,956 | 6,388 |
| Other financial payables | 14 | 1,822 | 0 |
| Post-employment benefit and retirement reserves | 15 | 3,130 | 2,914 |
| Reserves for risks and contingencies | 16 | 329 | 395 |
| Deferred tax | 22 | 762 | 772 |
| Total non-current liabilities | 14,999 | 10,469 | |
| CURRENT LIABILITIES | |||
| Loans | 13 | 28,578 | 23,480 |
| Other financial payables | 20 | 28 | 31 |
| Trade payables | 17 | 21,975 | 19,450 |
| Tax payables | 18 | 1,586 | 1,219 |
| Other liabilities | 19 | 7,584 | 6,538 |
| Total current liabilities | 59,751 | 50,718 | |
| LIABILITIES HELD FOR SALE | 0 | 0 | |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQ UITY |
184,192 | 172,227 |
| Notes: | H1 2016 | H1 2015 | |
|---|---|---|---|
| (€/000) | |||
| OPERATING REVENUE AND INCOME | |||
| Revenues | 23 | 64,853 | 72,509 |
| Other income | 24 | 1,350 | 1,979 |
| Total operating revenue and income | 66,203 | 74,488 | |
| OPERATING COSTS | |||
| Materials | 25 | (25,370) | (28,853) |
| Change in inventories | 2,496 | 1,877 | |
| Services | 26 | (14,368) | (15,963) |
| Payroll costs | 27 | (16,577) | (17,060) |
| Other operating costs | 28 | (451) | (752) |
| Costs for capitalised in-house work | 433 | 627 | |
| Total operating costs | (53,837) | (60,124) | |
| OPERATING PROFIT BEFORE DEPRECIATION & | |||
| AMORTISATION, CAPITAL GAINS/LOSSES, AND | |||
| WRITE-DOWNS/WRITE-BACKS OF NON | |||
| CURRENT ASSETS (EBITDA) | 12,366 | 14,364 | |
| Depreciation and amortisation | (6,331) | (6,019) | |
| Capital gains/(losses) on disposals of non-current assets | 8 | 45 | |
| Write-downs/write-backs of non-current assets | 0 | 0 | |
| OPERATING PROFIT (EBIT) | 6,043 | 8,390 | |
| Financial income | 32 | 18 | |
| Financial expenses | 29 | (285) | (305) |
| Exchange rate gains and losses | 30 | 126 | 120 |
| Profits and losses from equity investments | 31 | 0 | 0 |
| PROFIT BEFORE TAXES | 5,916 | 8,223 | |
| Income tax | 32 | (1,981) | (2,768) |
| Minority interests | 0 | 0 | |
| NET PROFIT FOR THE PERIOD | 3,935 | 5,455 | |
| (in euro) | |||
| Basic earnings per share | 33 | 0.345 | 0.473 |
| Diluted earnings per share | 33 | 0.345 | 0.473 |
| Notes: | H1 2016 | H1 2015 | |
|---|---|---|---|
| (€/000) | |||
| NET PROFIT FOR THE PERIOD | 3,935 | 5,455 | |
| Total profits/losses that will later be reclassified under profit (loss) for the year: Forex differences due to translation of financial state ments in foreign currencies Tax effect |
1,378 0 |
(1,331) 0 |
|
| Total other profits/(losses) net of taxes for the | |||
| year | 1,378 | (1,331) | |
| TOTAL PROFIT | 5,313 | 4,124 |
| Cash and cash equivalents at beginning of period | H1 2016 3,991 |
H1 2015 3,675 |
|---|---|---|
| Net profit/(loss) for the period | 3,935 | 5,455 |
| Adjustments for: - Depreciation and amortisation for the period |
6,331 | 6,019 |
| - Realised gains/losses | (8) | (45) |
| - Financial income and expenses | 253 | 287 |
| - Income taxes | 1,981 | 2,768 |
| Change in post-employment benefit reserve | (53) | (84) |
| Change in risk provisions | (22) | (43) |
| Change in trade receivables | (1,680) | (3,678) |
| Change in inventories | (2,743) | (1,458) |
| Change in trade payables | 1,712 | 4,183 |
| Change in net working capital | (2,711) | (953) |
| Change in other receivables and payables, deferred tax | 775 | (305) |
| Payment of taxes | (1,558) | (769) |
| Payment of financial expenses | (265) | (281) |
| Collection of financial income | 32 | 18 |
| Cash flow from operations | 8,690 | 12,067 |
| Investments in non-current assets | ||
| - intangible | (438) | (506) |
| - tangible | (6,574) | (7,605) |
| - financial | 0 | (26) |
| Disposal of non-current assets | 52 | 204 |
| Cash flow from investments | (6,960) | (7,933) |
| Repayment of loans | (11,083) | (9,501) |
| New loans | 19,046 | 12,204 |
| Purchase of own shares | (1,132) | 0 |
| Payment of dividends | (5,467) | (4,613) |
| Cash flow from financing activity | 1,364 | (1,910) |
| Acquisition of A.R.C. | (2,614) | 0 |
| Foreign exchange differences | 634 | (611) |
| Net financial flows for the period | 1,114 | 1,613 |
| Cash and cash equivalents at end of period | 5,105 | 5,288 |
| Current financial debt | 28,606 | 24,305 |
| Non-current financial debt | 10,778 | 8,289 |
| Net financial debt | 34,279 | 27,306 |
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The half-yearly condensed consolidated financial statements, at 30 June 2016, 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 half-yearly condensed 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 2015. 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 2015, to which reference should be made for additional information.
The following IFRS and IFRIC accounting standards, amendments and interpretations were applied by the Group for the first time on 1 January 2016:
Finally, within the scope of the annual improvement process of the standards, on 12 December 2013 the IASB published the document "Annual Improvements to IFRSs: 2010-2012 Cycle" (among which IFRS 2 Share Based Payments – Definition of vesting condition; IFRS 3 Business Combinations - Accounting for contingent consideration; IFRS 8 Operating Segments – Aggregation of operating segments / Reconciliation of the total of the reportable segments' assets to the entity's assets; IFRS 13 Fair Value Measurement – Short-term receivables and payables) and on 25 September 2014 the document "Annual Improvements to IFRSs: 2012-2014 Cycle" (among which: IFRS 5 – Non-current Assets Held for Sale and Discontinued Operations, IFRS 7 – Financial Instruments: Disclosures and IAS 19 – Employee Benefits) which partly include the pre-existing principles.
As at the date of these condensed consolidated half-year financial statements, the competent bodies of the European Union had not yet completed the approval process necessary for the application of the amendments and standards described below.
The principle applies from 1 January 2018, but early application is permitted. Despite not yet having completed a systematic analysis of the situation, and in particular a detailed analysis of contracts with customers, the directors do not expect the adoption of IFRS 15 to have a significant effect on recognised revenue or on the related information given in the Group's condensed consolidated financial statements.
The new standard provides a new definition of lease and introduces a criterion based on right of use of an asset in order to distinguish leasing contracts from contracts for services, identifying as distinguishing criteria: the identification of the asset, the right to replace the same, the right to obtain substantially all of the economic benefits arising from the use of the asset and the right to direct the use of the asset underlying the contract.
The standard establishes a unique model for recognising and evaluating leasing contracts for the lessee which provides for the recognition of the asset under the lease also operating in the assets set against a financial debt, in addition providing the possibility of not recognising as leasing contracts those contracts which have as their subject matter low-value assets and leases with a term of 12 months or less. On the contrary, the Standard does not include significant changes for lessors.
The standard applies from 1 January 2019, but early application is permitted, only for the Companies/Groups which have applied IFRS 15 - Revenue from Contracts with Customers in advance. The Directors expect that the application of IFRS 16 may have a significant impact on the accounting of the leasing contracts and on the related information reported in the Group's condensed consolidated interim financial statements. However, it is not possible to provide a reasonable estimate of the effects until the Group has completed a detailed analysis of the related contracts.
• On 18 December 2014 the IASB published the document "Investment Entities: Applying the Consolidation Exception (Amendments to IFRS 10, IFRS 12 and IAS 28)" (published on 18 December 2014), containing changes relating to issues arising following application of the consolidation exception granted to investment entities.
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 2016 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.
As in the preceding years, the company Sabaf US Corp. has not been consolidated and is valued at cost, as its contribution is considered immaterial for the purposes of consolidation.
As of these half-yearly condensed consolidated financial statements, A.R.C. s.r.l., a company active in the production of burners for professional cooking of which the Group acquired control at the end of June 2016, has been consolidated.
The valuation of A.R.C. within the meaning of IFRS 3 revised recognizes the assets and liabilities and potential liabilities at fair value on the acquisition date and at the time to be considered as provisional, as, within the meaning of IFRS 3 revised, the valuation becomes definitive within 12 months from the acquisition date.
The effects of this operation are reported in the following table:
| Original values | Acquired assets and liabilities at fair value |
|
|---|---|---|
| Non-current assets | ||
| Tangible and intangible assets | 303 | 303 |
| Financial assets | 107 | 107 |
| Non-current receivables and deferred tax assets | 145 | 145 |
| Current assets | ||
| 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 | 5,391 |
| Non-current liabilities | ||
| Employee severance pay reserve fund | (238) | (238) |
| Current liabilities | ||
| Payables to suppliers | (813) | (813) |
| Various payables | (308) | (308) |
| Total liabilities | (1,359) | (1,359) |
| Acquired net assets at fair value | 4,032 | 4,032 |
| - % of the scope of Sabaf's remit (70%) (a) | 2,823 | |
| Total cost of the acquisition (b) | 4,800 | |
| Goodwill resulting from the acquisition (b-a) (Note 2) | 1,977 | |
| Cash and cash equivalents (c) | 2,186 | |
| Overall cash outlay (b-c) | 2,614 |
At 30 June 2016 only A.R.C.'s balance sheet figures have been consolidated, and therefore the economic results thereof have not contributed to the formation of the Sabaf Group's profit for the period in the present consolidated financial statements.
The policies applied for consolidation are as follows:
a) 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.
b) Positive differences arising from elimination of equity investments against the carrying value of shareholders' equity at the date of first-time consolidation are attributed to the higher values of assets and liabilities when possible and, for the remainder, to goodwill.
c) Payable/receivable and cost/revenue items between consolidated companies and profits/losses arising from intercompany transactions are eliminated.
d) If minority shareholders exist, the portion of shareholders' equity and net profit for the period pertaining to them is posted in specific items of the consolidated statement of financial position and income statement.
Separate financial statements of each company belonging to the Group are prepared in the currency of the country in which that company operates (functional currency). For the purposes of the consolidated financial statements, 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 current 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 converted at current exchange rates and at historical exchange rates, together with the difference between the net result expressed at average and current exchange rates, are allocated to "Other Reserves" under shareholders' equity. The exchange rates used for conversion into euro of Sabaf do Brasil's and Sabaf Turkey's income statements and balance sheets, prepared in Brazilian real and Turkish lira respectively, are shown in the following table:
| Description of the currency |
Exchange rate as at 30/06/16 |
Average ex change rate 01.01.2016 - 30.06.2016 |
Exchange rate as at 31/12/15 |
Average exchange rate 01.01.2015 - 30.06.2015 |
|---|---|---|---|---|
| Brazilian real | 3.5898 | 4.1317 | 4.3117 | 3.3101 |
| Turkish lira | 3.2060 | 3.2585 | 3.1765 | 2.8626 |
| Chinese renminbi | 7.3755 | 7.2960 | 7.0608 | 6.9368 |
The Group's operating segments in accordance with IFRS 8 - Operating Segments are identified in the business segments which 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 components
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 2016. In the event that in future these estimates and assumptions, which are based on the Directors' best assessments, should deviate from actual circumstances, they will be amended appropriately at the time the circumstances change. Estimates and assumptions are regularly reviewed and the effects of each change immediately reflected in the income statement.
It should also be noted that certain valuation processes, particularly the more complex ones such as the determination of any impairment losses of non-current assets, are generally carried out in full only for the preparation of the annual financial statements, when all information that could be necessary is available, except in cases in which impairment indicators require an immediate valuation of any impairment losses.
Finally it should be noted that the actuarial valuation of the post-employment benefit 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 | Other assets | Assets under | Total | |
|---|---|---|---|---|---|
| equipment | construction | ||||
| Cost | |||||
| At 31 December 2015 | 51,225 | 176,529 | 37,149 | 2,059 | 266,962 |
| Increases | 68 | 4,657 | 1,026 | 1,132 | 6,883 |
| Reclassifications | 1 | 764 | 157 | (1,231) | (309) |
| Disposals | - | (2,618) | (84) | - | (2,702) |
| Change in consolida tion method |
- | 1,335 | 584 | - | 1,919 |
| Forex differences | 342 | 889 | 411 | 116 | 1,758 |
| At 30 June 2016 | 51,636 | 181,556 | 39,243 | 2,076 | 274,511 |
| Accumulated depre ciation and amorti sation |
|||||
| At 31 December 2015 | 15,470 | 146,059 | 32,396 | - | 193,925 |
| Increases | 719 | 3,880 | 1,161 | - | 5,760 |
| Reclassifications | 2 | 19 | 10 | - | 31 |
| Disposals | - | (2,610) | (48) | - | (2,658) |
| Change in consolida tion method |
- | 1,145 | 492 | - | 1,637 |
| Forex differences | 85 | 640 | 289 | - | 1,014 |
| At 30 June 2016 | 16,276 | 149,133 | 34,300 | - | 199,709 |
| Carrying value | |||||
| At 31 December 2015 | 35,755 | 30,470 | 4,753 | 2,059 | 73,037 |
| At 30 June 2016 | 35,360 | 32,423 | 4,943 | 2,076 | 74,802 |
The carrying value of the item "Property" is made up as follows:
| 30.06.2016 | 31.12.2015 | Change | |
|---|---|---|---|
| Land | 6,741 | 6,624 | 117 |
| Industrial buildings | 28,619 | 29,131 | (512) |
| Total | 35,360 | 35,755 | (395) |
In the course of the half-year the largest investments were used for increasing production capacity in Turkey, where the fifth die-casting island and the second enamelling line were installed, and in Brazil, where the production of triple crown burners for the local market got under way. Investments were also made to improve production processes and in maintenance and replacement, to ensure that production equipment is kept constantly up to date and remains efficient.
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 2015 | 13,136 |
| Increases | - |
| Disposals | - |
| At 30 June 2016 | 13,136 |
| Accumulated depreciation and amortisa | |
|---|---|
| tion and write-downs At 31 December 2015 |
6,424 |
| Depreciation and amortisation for the period | 221 |
| Eliminations for disposals | - |
| At 30 June 2016 | 6,645 |
| Carrying value | |
| At 31 December 2015 | 6,712 |
| At 30 June 2016 | 6,491 |
This item includes non-operating buildings owned by the Group: these are mainly properties for residential use, located in Ospitaletto near Sabaf's headquartes, held for rental or sale. The carrying value is considered to be in line with the presumed realisable value.
| Goodwill | Patents, software | Development | Other intangi | Total | |
|---|---|---|---|---|---|
| and know-how | costs | ble assets | |||
| Cost | |||||
| At 31 December 2015 |
9,008 | 6,231 | 4,685 | 799 | 20,723 |
| Increases | - | 120 | 268 | 18 | 406 |
| Reclassifications | - | 63 | (1) | (30) | 32 |
| Change in consolida tion area |
1,977 | 13 | - | 19 | 2,009 |
| Forex differences | - | 4 | - | - | 4 |
| At 30 June 2016 | 10,985 | 6,431 | 4,952 | 806 | 23,174 |
| Accumulated depre ciation and amorti sation |
|||||
| At 31 December 2015 |
4,563 | 5,732 | 2,347 | 556 | 13,198 |
| Increases | - | 127 | 180 | 56 | 363 |
| Reclassifications | - | - | - | - | 0 |
| Change in consolida tion area |
- | 3 | 8 | 11 | |
| Forex differences | - | 4 | 4 | ||
| At 30 June 2016 | 4,563 | 5,866 | 2,527 | 620 | 13,576 |
| Carrying value | |||||
| At 31 December 2015 |
4,445 | 499 | 2,338 | 243 | 7,525 |
| At 30 June 2016 | 6,422 | 565 | 2,425 | 186 | 9,598 |
A consolidation difference of €1.977 million has emerged from the first-time consolidation of A.R.C. s.r.l.. As detailed in the preceding paragraph "Information relating to IFRS 3", this difference has been provisionally allocated in full to the item "Goodwill".
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.
Goodwill booked in the balance sheet arises mainly (€ 4.19 mn) from the acquisition of Faringosi Hinges s.r.l. and consequently is allocated to the "Hinges" CGU (cash generating unit), whose development in the course of the first half-year has turned out to be in line with the forecasts of the 2016-2020 business plan. The Group did not identify any impairment indicators in the first half-year of 2016, i.e. signs that tangible and intangible assets including goodwill relating to the Hinges business unit may suffer an impairment loss. Consequently, at 30 June 2016, 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.
| 31.12.2015 | Acquisition of equity invest ments |
Change in scope of con solidation |
30.06.2016 | |
|---|---|---|---|---|
| Sabaf U.S. | 139 | - | - | 139 |
| Handan ARC Burners Co., Ltd. |
- | - | 101 | 101 |
| Other shareholdings | 65 | - | 6 | 71 |
| Total | 204 | 0 | 107 | 311 |
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 start of production is expected by the end of the current financial year.
| 30.06.2016 | 31.12.2015 | Change | |
|---|---|---|---|
| Tax receivables | 549 | 395 | 154 |
| Guarantee deposits | 36 | 35 | 1 |
| Other | 123 | 2 | 121 |
| Total | 708 | 432 | 276 |
Tax receivables include €187,000 of VAT credits from the Turkish treasury and €359,000 of indirect tax credits from the Brazilian treasury.
| 30.06.2016 | 31.12.2015 | Change | |
|---|---|---|---|
| Commodities | 10,079 | 10,407 | (328) |
| Semi-processed goods | 11,889 | 10,564 | 1,325 |
| Finished products | 15,190 | 12,155 | 3,035 |
| Provision for inventory write downs |
(2,515) | (2,117) | (398) |
| Total | 34,643 | 31,009 | 3,634 |
The value of inventories at 30 June 2016 was higher than at the end of 2015 because of seasonal factors. The increase in the inventories of finished products is also dependent on the fact that some sales planned for the end of the first half-year have been postponed to July. At 30 June 2016, the inventory obsolescence provision was adjusted based on an improved estimate of the obsolescence risk, measured by analysing slow and non-moving inventory.
The geographical breakdown of trade receivables was as follows:
| 30.06.2016 | 31.12.2015 | Change | |
|---|---|---|---|
| Italy | 18,350 | 16,591 | 1,759 |
| Western Europe | 2,443 | 1,746 | 697 |
| Eastern Europe and Turkey | 9,912 | 9,668 | 244 |
| Asia and Oceania | 1,834 | 1,875 | (41) |
| South America | 5,159 | 4,481 | 678 |
| Middle East and Africa | 3,767 | 4,412 | (645) |
| North America and Mexico | 3,304 | 2,666 | 638 |
| Gross total | 44,770 | 41,439 | 3,331 |
| Provision for doubtful ac | (1,014) | ||
| counts | (1,141) | (127) | |
| Net total | 43,629 | 40,425 | 3,204 |
Trade receivables at 30 June 2016 increased versus end-2015 because of the seasonal trend in sales. There were no significant changes in average payment terms agreed with clients. At 30 June 2016, receivables overdue by more than 90 days totalled €2,051,000 (€2,062,000 at 31 December 2015).
The amount recognised in the accounts includes €2.2 million of receivables assigned on a no-recourse basis (€2.3 million at 31 December 2015), for which financial advances have not been requested, and around €25 million of insured credits (€23.5 million at 31 December 2015).
At 30 June 2016, trade receivables included balances of some USD 6.2 million, posted at the €/USD exchange rate at the end of the period, i.e. 1.1102.
| 30.06.2016 | 31.12.2015 | Change | |
|---|---|---|---|
| From Giuseppe Saleri S.a.p.A. for IRES | 1,205 | 1,204 | 1 |
| From Inland Revenue for VAT | 646 | 70 | 576 |
| From Inland Revenue for IRAP | 14 | 614 | (600) |
| Other tax receivables | 751 | 601 | 150 |
| Total | 2,616 | 2,489 | 127 |
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., acts as the consolidating company. This option was renewed in the course of 2013 for the 2013- 2015 three-year period, while it 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 2016 the receivable from Giuseppe Saleri S.a.p.A. includes, at €1,159,000, the receivable 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).
| 30.06.2016 | 31.12.2015 | Change | |
|---|---|---|---|
| Advances to suppliers | 188 | 170 | 18 |
| Credits to be received from suppliers | 533 | 865 | (332) |
| Other receivables, accrued income and deferred charges |
729 | 412 | 317 |
| Total | 1,450 | 1,447 | 3 |
Credits to be received from suppliers, at €411,000, include the energy subsidy due to companies which consume a large amount of energy (so-called "energy-intensive users' bonus") for the 2014 and 2015 financial years, and for the remainder the attributable share of bonuses from suppliers linked to the attainment of specific purchasing objectives.
Cash and cash equivalents, which amounted to €5,105,000 at 30 June 2016 (€3,991,000 at 31 December 2015) consisted of bank current account balances of €4,745,000 (€2.8 million at 31 December 2015) and investments in mutual funds with immediate liquidity of €360,000 (€0.2 million at 31 December 2015). Changes in the net financial position are analysed in the cash flow statement.
Sabaf S.p.A.'s share capital at 30 June 2016 consists of 11,533,450 shares with a par value of €1 each and has not changed compared with 31 December 2015.
In the course of the first half-year of 2016, 112,984 own shares were acquired at an average unit price of €10,118, while they have not been sold.
At 30 June 2016, Sabaf S.p.A. held 175,062 treasury shares (1.518% of the share capital), reported in the financial statements as an adjustment to shareholders' equity at a unit value of €10,662.
There were 11,358,388 outstanding shares at 30 June 2016 (11,471,372 at 31 December 2015).
| 30.06.2016 | 31.12.2015 | |||
|---|---|---|---|---|
| Current | Non Current | Current | Non Current | |
| Property leasing | 143 | 1,684 | 142 | 1,756 |
| Property mortgages | 468 | - | 934 | - |
| Unsecured loans | 3,719 | 7,272 | 2,707 | 4,632 |
| Short-term bank loans | 16,847 | - | 13,666 | - |
| Advances on bank receipts or invoices |
7,384 | - | 5,988 | - |
| Interest payable | 17 | - | 43 | - |
| Total | 28,578 | 8,956 | 23,480 | 6,388 |
Changes in loans over the first half of the year are shown in the cash flow statement. During the half-year period, the Company took out short-term loans (with a maximum term of three months) with interest rates between 0.30% and 0.70%, as part of ordinary cash flow management activities. An unsecured loan of €5 million was also taken out in order to provide funding for the acquisition of A.R.C.'s controlling share, at the Euribor 3-month rate + 0.80%.
None of these loans are bound by contractual provisions (covenants).
| 30.06.2016 | 31.12.2015 | Change | |
|---|---|---|---|
| Option on minorities | 1,522 | - | 1,522 |
| Payables to A.R.C.'s shareholders | 300 | - | 300 |
| Total | 1,822 | 0 | 1,822 |
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 to regulate Mr Gasparini's right of withdrawal from A.R.C. and SABAF's interest in acquiring 100% of the shares after five years, through the signing of specific option agreements. The agreement thus provides for specific option rights to acquire (by SABAF) and to sell (by Mr Gasparini), exercisable as from 24 June 2021, the remaining shares equivalent to 30% of A.R.C., with strike prices based on profitability parameters recorded by 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, these condensed consolidated interim financial statements show non-current financial liabilities equivalent to €1,522 million. 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 €300,000 at 30 June 2016, are related to the part of the price not yet liquidated to the vendors, which will be deposited on an escrow account and released for the benefit of vendors on a straight-line basis in 5 years, in accordance with the contractual agreements and the guarantees given by the vendors.
| Severance in demnity |
Provision for pensions |
Total | |
|---|---|---|---|
| Liabilities at 31 December 2015 | 2,914 | 0 | 2,914 |
| Social security costs | 11 | - | 11 |
| Financial expenses | 20 | - | 20 |
| Amounts paid out | (53) | - | (53) |
| Change in consolidation area | 106 | 132 | 238 |
| Liabilities at 30 June 2016 | 2,998 | 132 | 3,130 |
| 31.12.2015 | Provisions | Utilization | Release of excess |
Forex dif ferences |
30.06.2016 | |
|---|---|---|---|---|---|---|
| Reserve for agents' indemni ties |
297 | - | - | (63) | - | 234 |
| Product guaran tee fund |
60 | - | (11) | - | - | 49 |
| Reserve for legal risks |
38 | - | - | - | 8 | 46 |
| Total | 395 | 0 | (11) | (63) | 8 | 329 |
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.
The geographical breakdown of trade payables was as follows:
| 30.06.2016 | 31.12.2015 | Change | |
|---|---|---|---|
| Italy | 17,483 | 15,249 | 2,260 |
| Western Europe | 3,003 | 2,895 | 106 |
| Eastern Europe and Turkey | 306 | 651 | (54) |
| Asia | 611 | 459 | 109 |
| South America | 479 | 184 | 224 |
| Middle East and Africa | - | 11 | 0 |
| North America and Mexico | 93 | 1 | 2 |
| Total | 21,974 | 19,450 | 2,646 |
The increase in trade payables compared to the end of 2015 reflects the different seasonal trend. Average payment terms remained unchanged. At 30 June 2016, there were no overdue payables of a significant amount, and the Group had not received any injunctions for overdue payables.
| 30.06.2016 | 31.12.2015 | Change | |
|---|---|---|---|
| Income tax payables | 1,012 | 157 | 855 |
| Withholding taxes | 507 | 844 | (337) |
| Other tax payables | 67 | 218 | (151) |
| Total | 1,586 | 1,219 | 367 |
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.
| 30.06.2016 | 31.12.2015 | Change | |
|---|---|---|---|
| Due to employees | 5.139 | 4.032 | 1.107 |
| To social security institu | |||
| tions | 1,888 | 2,022 | (134) |
| Due to agents | 282 | 317 | (35) |
| Prepayments from custom | |||
| ers | 145 | 103 | 42 |
| Other current payables, ac | |||
| crued liabilities and de | 130 | 64 | 66 |
| ferred income | |||
| Total | 7,584 | 6,538 | 1,046 |
At 30 June 2016, payables due to employees included amounts for the thirteenth month's pay and for holidays accrued but not taken. Payables to social security institutions at 31 December 2015 include the share of social security charges pertaining to the 13th month bonus paid to employees in December.
| 30.06.2016 | 31.12.2015 | Change | |
|---|---|---|---|
| Financial assets for ex | 75 | 69 | 6 |
| change rate derivatives | |||
| Total | 75 | 69 | 6 |
| Financial liabilities for ex | |||
| change rate derivatives | 1 | 17 | (16) |
| Financial liabilities for de | |||
| rivatives on interest rates | 27 | 14 | 13 |
| Total | 28 | 31 | (3) |
The Group borrows money at a floating rate; to achieve an optimum mix of floating and fixed rates in the structure of the loans, the Group assesses whether to use derivative financial instruments designating them to cash flow hedges. At 30 June 2016 the Group has in place two interest rate swap (IRS) contracts for amounts and maturities coinciding with two unsecured loans which are being amortised, whose residual value at 30 June 2016 is €8.458 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 "Other financial assets" or "Other financial payables".
Approximately 10% of Group sales are expressed in US dollars. To hedge part of the exchange rate risk, at 30 June 2016 the Group had in place forward sale derivative contracts for a notional amount of USD 3 million. These derivatives are recognised at their fair value through profit and loss on the reporting date and recognised in the items "Other financial assets" or "Other financial payables".
| 30.06.2016 | 31.12.2015 | Change | ||
|---|---|---|---|---|
| A. | Cash | 11 | 11 | 0 |
| B. | Positive balances of unrestricted bank accounts | 4,734 | 3,822 | 912 |
| C. | Other cash equivalents | 360 | 158 | 202 |
| D. | Liquidity (A+B+C) | 5,105 | 3,991 | 1,114 |
| E. | Current bank overdrafts | 24,248 | 19,697 | 4,551 |
| F. | Current portion of non-current debt | 4,330 | 3,783 | 547 |
| G. | Other current financial payables | 28 | 31 | (3) |
| H. | Current financial debt (E+F+G) | 28,606 | 23,511 | 5,095 |
| I. | Current net financial debt (H-D) | 23,501 | 19,520 | 3,981 |
| J. | Non-current bank payables | 7,272 | 4,632 | 2,640 |
| K. | Other non-current financial payables | 3,506 | 1,756 | 1,750 |
| L. | Non-current financial debt (J+K) | 10,778 | 6,388 | 4,390 |
| M. | Net financial debt (L+I) | 34,279 | 25,908 | 8,371 |
The change in cash and cash equivalents (letter D. of the net financial position table) is shown in the Cash Flow Statement.
| 30.06.2016 | 31.12.2015 | Change | |
|---|---|---|---|
| Deferred tax assets | 4,764 | 4,887 | (123) |
| Deferred tax | (762) | (772) | 10 |
| Net position | 4,002 | 4,115 | (113) |
Below are the main elements comprising deferred tax assets and liabilities and their changes during the period:
| Depreciation and amortisa tion and leasing |
Provisions and value adjustments |
Fair value of derivative instruments |
Goodwill | Tax incen tives |
Actuarial post employment benefit reserve evaluation |
Other tem porary differ ences |
Total | |
|---|---|---|---|---|---|---|---|---|
| At 31 December 2015 |
(26) | 1,014 | (14) | 1,771 | 843 | 200 | 327 | 4,115 |
| In the income state ment |
28 | 72 | (7) | - | (262) | - | 26 | (143) |
| Forex differences | - | 15 | - | - | (12) | - | 5 | 8 |
| Change in consolida tion method |
- | 22 | - | - | - | - | - | 22 |
| At 30 June 2016 | 2 | 1,123 | (21) | 1,771 | 569 | 200 | 358 | 4,002 |
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 related to tax incentives refer to investments made in Turkey, for which the Group benefits from tax breaks recognised on income generated in Turkey for up to 30% of the investments made.
In the first half of 2016, revenue from sales and services totalled €64,853,000, down 10.6% versus €72,509,000 in the same period in 2015. 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 2016 | H1 2015 | Change | |
|---|---|---|---|
| Sale of scrap and raw materials | 908 | 1,529 | (621) |
| Rental income | 43 | 69 | (26) |
| Contingent income | 121 | 141 | (20) |
| Release of reserve for risks | 63 | - | 63 |
| Other income | 215 | 240 | (25) |
| Total | 1,350 | 1,979 | (629) |
The lower revenues from the sale of scrap are determined by an audit of the production processes, which has permitted a greater re-use thereof as an alternative to sale.
| H1 2016 | H1 2015 | Change | |
|---|---|---|---|
| Commodities and out | |||
| sourced components | 22,918 | 26,492 | (3,574) |
| Consumables | 2,452 | 2,361 | 91 |
| Total | 25,370 | 28,853 | (3,483) |
The average effective purchase prices of the main commodities have recorded a downturn. During the first half of 2016, the saving due to the effect of the change in the prices of commodities compared to those of the first half of 2015, at equivalent volumes, is estimated at around €0.7 million.
| H1 2016 | H1 2015 | Change | |
|---|---|---|---|
| Outsourced processing | 4,515 | 5,206 | (691) |
| Natural gas and electricity | 2,404 | 2,563 | (159) |
| Maintenance | 2,143 | 1,882 | 261 |
| Transport and export expenses | 883 | 1,100 | (217) |
| Commissions | 286 | 358 | (72) |
| Advisory services | 786 | 869 | (83) |
| Directors' remuneration | 558 | 516 | 42 |
| Use of temporary agency workers | 63 | 90 | (27) |
| Travel expenses and allowances | 364 | 447 | (83) |
| Waste disposal | 220 | 212 | 8 |
| Canteen | 215 | 219 | (4) |
| Insurance | 409 | 274 | 135 |
| Other costs | 1,522 | 2,227 | (705) |
| Total | 14,368 | 15,963 | (1,595) |
The lower costs for outsourced processing are related to the lower production volumes in Italy. 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 2016 | H1 2015 | Change | |
|---|---|---|---|
| Salaries and wages | 11,510 | 11,540 | -30 |
| Social security costs | 3,691 | 3,735 | -44 |
| Employee severance pay re | |||
| serve and supplementary | 685 | 662 | 23 |
| pensions | |||
| Temporary agency workers | 572 | 736 | -164 |
| Other costs | 119 | 387 | -268 |
| Total | 16,577 | 17,060 | -483 |
The average Group headcount in the first half of 2016 was 761 employees (598 blue-collars, 150 white-collars and supervisors, and 13 managers) compared with 744 in the first half of 2015. The average number of temporary workers was 64, compared with 41 in the same period of 2015. During the period the Group made occasional use of the temporary unemployment fund in periods featuring low production requirements, achieving a cost saving of around €320,000.
| H1 2016 | H1 2015 | Change | |
|---|---|---|---|
| Allowances for doubtful accounts | 50 | 205 | (155) |
| Duties and other non-income taxes | 247 | 267 | (20) |
| Contingent liabilities | 56 | 87 | (31) |
| Provisions to the risk reserve | - | 91 | (91) |
| Other operating costs | 98 | 102 | (4) |
| Total | 451 | 752 | (301) |
| H1 2016 | H1 2015 | Change | |
|---|---|---|---|
| Interest paid to banks | 124 | 141 | (17) |
| Interest paid on finance | |||
| lease contracts | 12 | 15 | (3) |
| Financial expenses on deriv | |||
| ative instruments | 13 | - | 13 |
| Banking expenses | 115 | 115 | 0 |
| Other financial expenses | 21 | 34 | (13) |
| Total | 285 | 305 | (20) |
In the first half of 2016, the Group reported net foreign exchange gains of €126,000, versus net gains of €120,000 in the same period of 2015.
| H1 2016 | H1 2015 | Change | |
|---|---|---|---|
| Current tax | 1,907 | 2,783 | (876) |
| Deferred tax | 80 | (10) | 90 |
| Balance of previous FYs | (6) | (6) | - |
| Total | 1,981 | 2,767 | (786) |
Income tax is calculated in a precise manner, in the same way as taxes are calculated when drafting the annual financial statements.
The tax rate (current taxes as a share of pre-tax profit) remained nearly stable (33.5%, versus 33.7% in the first
half of 2015).
Basic and diluted EPS are calculated based on the following data:
| H1 2016 | H1 2015 | |
|---|---|---|
| Euro '000 | Euro '000 | |
| Net profit for the period | 3,935 | 5,455 |
| Number of shares | H1 2016 | H1 2015 |
| Weighted average number of ordinary | ||
| shares for determining basic earnings per | 11,413,380 | 11,532,943 |
| share | ||
| Dilutive effect from potential ordinary | ||
| shares | 0 | 0 |
| Weighted average number of ordinary shares for determining diluted earnings per share |
11,413,380 | 11,532,943 |
| H1 2016 | H1 2015 | |
| Euro | Euro | |
| Basic earnings per share | 0.345 | 0.473 |
| Diluted earnings per share | 0.345 | 0.473 |
The number of shares for measuring the earnings per share was calculated net of the average number of shares in the portfolio.
On 25 May 2016, shareholders were paid a dividend of €0.48 per share (total dividends of €5,467,000); a dividend of €0.40 per share was paid in 2015.
Below is the information by business segment for the first half of 2016 and 2015.
First half 2016
| Gas parts | Hinges | Total | |
|---|---|---|---|
| Sales | 60,630 | 4,223 | 64,853 |
| Operating result | 5,632 | 411 | 6,043 |
| Gas parts | Hinges | Total | |
|---|---|---|---|
| Sales | 68,547 | 3,962 | 72,509 |
| Operating result | 8,136 | 255 | 8,391 |
Transactions between Sabaf S.p.A. and its consolidated subsidiaries have been eliminated from the consolidated financial statements and are not addressed in these notes. The table below illustrates the impact of all transactions between the Group and other related parties on the statement of financial position and income statement.
Impact of related-party transactions or positions on items in the statement of financial position at 30 June 2016
| Balance sheet to tal |
Parent compa ny |
Unconsoli dated sub sidiaries |
Other re lated par ties |
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 items in the statement of financial position at 30 June 2015
| Balance sheet to tal |
Parent compa ny |
Unconsoli dated sub sidiaries |
Other re lated par ties |
Total related parties |
Impact on the total |
|
|---|---|---|---|---|---|---|
| Trade receivables | 44,210 | 5 | - | - | 5 | 0.01% |
| Tax receivables | 2,192 | 1,219 | - | - | 1,219 | 55.61% |
| Tax payables | 4,244 | 3,627 | - | - | 3,627 | 85.46% |
Impact of related-party transactions or positions on income statement items at 30 June 2016
| Balance | Other re | |||||
|---|---|---|---|---|---|---|
| sheet | Parent com | Unconsolidated | lated par | Total related | Impact on | |
| total | pany | subsidiaries | ties | parties | the total | |
| Other income | 1,350 | 5 | - | - | 5 | 0.37% |
| Services | 14,368 | - | 90 | - | 90 | 0.63% |
Impact of related-party transactions or positions on income statement items at 30 June 2015
| Balance | Other re | |||||
|---|---|---|---|---|---|---|
| sheet | Parent com | Unconsolidated | lated par | Total related | Impact on | |
| total | pany | subsidiaries | ties | parties | the total | |
| Other income | 1,979 | 5 | - | - | 5 | 0.25% |
| Services | 15,963 | - | 90 | - | 90 | 0.56% |
Transactions were entered into with the parent company Giuseppe Saleri S.a.p.A. under the domestic tax consolidation scheme, which generated the tax receivables and payables shown in the tables.
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 2016, there were no equity-based incentive plans for the Company's directors and employees.
Also 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 2016.
Pursuant to the Consob memorandum of 28 July 2006, the Group declares that no atypical and/or unusual transactions as defined by the Consob memorandum were carried out during the first half of 2016.
The Sabaf Group has issued sureties to guarantee consumer and mortgage loans granted by Banco di Brescia to Group employees for a total of €5,877,000 (€6,010,000 at 31 December 2015).
| Company name | Registered offices | Share capital | Investor com pany |
% ownership |
|---|---|---|---|---|
| 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 32,000,000 | Sabaf S.p.A. | 100% |
| Sabaf Appliance Components (Kunshan) Co., Ltd. |
Kunshan (China) | EUR 200,000 | Sabaf S.p.A. | 100% |
| Sabaf Appliance Components (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 capi tal |
Investor com pany |
% owner ship |
% interest |
|---|---|---|---|---|---|
| Related companies Handan ARC Burners Co., |
Handan (China) | RMB | A.R.C. s.r.l. | 50% | 35% |
| Ltd. | 7,000,000 |
| Company name | Registered offices | Share capital | Investor compa ny |
% ownership |
|---|---|---|---|---|
| Sabaf US Corp. | Plainfield, Illinois (USA) | USD 100,000 | Sabaf S.p.A. | 100% |
The undersigned Alberto Bartoli, as Chief Executive Officer, and Gianluca Beschi, as Financial Reporting Officer 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 2016.
They also certify that:
Ospitaletto, 4 August 2016
SABAF S.p.A. CEO
SABAF S.p.A. Financial Reporting Officer
Alberto Bartoli
Gianluca Beschi
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