Management Reports • May 6, 2016
Management Reports
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| IN THOUSANDS OF EURO | 2015 | % | 2014 | % | 2015-2014 CHANGE |
% CHANGE |
|---|---|---|---|---|---|---|
| Sales revenue | 138,003 | 100% | 136,337 | 100% | 1,666 | +1.2% |
| EBITDA | 26,172 | 19.0% | 19.0% | 220 | +0.8% | |
| 1RGTCVKPI RTQƂV '\$+6 |
14,091 | 10.2% | 9.7% | 916 | +7.0% | |
| 2TGVCZ RTQƂV |
13,473 | 9.8% | 8.9% | 1,316 | +10.8% | |
| 0GV RTQƂV |
8,998 | 8,338 | 6.1% | 660 | +7.9% | |
| Basic earnings per share (in euro) | 0.781 | - | 0.723 | - | +8.0% | |
| Diluted earnings per share (in euro) |
0.781 | - | 0.723 | - | +8.0% |
In 2015 the Sabaf Group achieved a moderate increase in sales (+1.2%), accompanied E\DSURƓWDELOLW\WKDWLVƓQDOO\LPSURYLQJ(%,7'\$UHSUHVHQWHGRIUHYHQXHVDVLQ DQG(%,7LQ 1HWSURƓWUHDFKHGRIVDOHVLQ
The subdivision of sales revenues by product line is shown in the table below:
The increase in sales is attributable principally to the growth of burners: as regards VWDQGDUGEXUQHUVWKH*URXSEHQHƓWHGIURPWKHVWURQJFRPSHWLWLYHQHVVRILWVSURGXFWLRQ processes (also thanks to increased production at the Turkish plant), while with special EXUQHUVWKHLQWURGXFWLRQRIQHZKLJKHQHUJ\HIƓFLHQF\PRGHOVZDVDVXFFHVV7KHVDOHV performance of hinges was also very positive; several important supply relationships were consolidated and new special models were introduced. Conversely, the families of valves and thermostats recorded a downturn, due to greater competitive pressure.
The geographical breakdown of revenues is shown below:
| IN THOUSANDS OF EURO | 2015 | % | 2014 | % | % CHANGE |
|---|---|---|---|---|---|
| Brass valves | 12,689 | 9.2% | 13,741 | 10.1% | -7.7% |
| Light alloy valves | 33,784 | 24.5% | 34,006 | 24.9% | -0.7% |
| Thermostats | 7.7% | 12,288 | 9.0% | -13.8% | |
| Standard burners | 37,789 | 27.4% | 36,160 | 26.5% | |
| Special burners | 21,622 | 15.7% | 14.9% | +6.8% | |
| Accessories and other revenues |
9.8% | 12,928 | 9.5% | ||
| TOTAL GAS PARTS | 130,057 | 94.3% | 129,374 | 94.9% | +0.5% |
| Hinges | 7,946 | 5.7% | 6,963 | 5.1% | +14.1% |
| TOTAL | 138,003 100.0% 136,337 | 100% | +1.2% |
| IN THOUSANDS OF EURO | 2015 | % | 2014 | % | % CHANGE |
|---|---|---|---|---|---|
| Italy | 41,244 | 29.9% | 42,277 | 31.0% | -2.4% |
| Western Europe | 7,438 | 5.4% | 8,716 | 6.4% | -14.7% |
| Eastern Europe | 25.5% | 36,198 | 26.6% | -3.0% | |
| Middle East and Africa | 12.1% | 16,871 | 12.4% | -0.7% | |
| Asia and Oceania | 7,019 | 5.0% | 6,907 | 5.0% | +1.6% |
| South America | 15.1% | 18,324 | 13.4% | +13.6% | |
| North America and Mexico | 9,603 | 7.0% | 7,044 | 5.2% | +36.3% |
| TOTAL | 138,003 | 100% | 136,337 | 100% | +1.2% |
In line with the strategy of greater internationalisation, the markets which increasingly FRQWULEXWHGWRVDOHVLQZHUHWKHQRQ(XURSHDQPDUNHWVSDUWLFXODUO\VLJQLƓFDQWDUH the increases achieved in South America (where sales represented more than 15% of the total), despite the weakness of the Brazilian market, and in North America (where sales increased by 36%, bringing their impact on the total revenues to 7%). Sales in Asia, the Middle East and Africa were essentially stable, while the European markets decreased FRPSDUHGZLWK
\$YHUDJHVDOHVSULFHVLQZHUHDURXQGORZHUFRPSDUHGZLWK
The actual cost of the main raw materials (brass, aluminium alloys and steel) was DSSUR[LPDWHO\KLJKHUWKDQLQ6DYLQJVZHUHDOVRDFKLHYHGLQWKHSXUFKDVHRI other parts. Consumption (purchases plus change in inventory) as a percentage of sales ZDVLQFRPSDUHGZLWKLQ
The impact of labour costs on sales remained unchanged at 23.6% of sales.
7KHLPSDFWRIQHWƓQDQFLDOFKDUJHVRQWKHUHYHQXHVUHPDLQVYHU\ORZDVLQ due to the low level of debt and low interest rates.
2SHUDWLQJFDVKŴRZQHWSURƓWSOXVGHSUHFLDWLRQ DPRUWLVDWLRQ VWRRGDWŞPLOOLRQ HTXLYDOHQWWRRIVDOHVŞPLOOLRQDQGUHVSHFWLYHO\LQ
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7KH*URXSōVDVVHWVOLDELOLWLHVVLWXDWLRQUHFODVVLƓHGEDVHGRQƓQDQFLDOFULWHULD is illustrated below:
| IN THOUSANDS OF EURO | 31/12/2015 | 31/12/2014 |
|---|---|---|
| Non-current assets | 92,797 | 96,152 |
| Short-term assets 1 | 74,780 | |
| Short-term liabilities 2 | (27,207) | (28,936) |
| Working capital 3 | 48,163 | 45,844 |
| 5JQTVVGTO ƂPCPEKCN CUUGVU |
69 | 0 |
| Provision for risks and charges, employee severance pay reserve, deferred taxes |
(4,081) | (4,325) |
| NET INVESTED CAPITAL | 136,948 | 137,671 |
| 5JQTVVGTO PGV ƂPCPEKCN RQUKVKQP |
(16,760) | |
| Medium/long-term net ƂPCPEKCN RQUKVKQP |
(6,388) | (10,173) |
| NET FINANCIAL DEBT | (25,908) | (26,933) |
| SHAREHOLDERS' EQUITY | 111,040 | 110,738 |
&DVKŴRZVIRUWKHSHULRGDUHVXPPDULVHGLQWKHWDEOHEHORZ
| IN THOUSANDS OF EURO | 2015 | 2014 |
|---|---|---|
| Opening liquidity 4 | 3,675 | 5,111 |
| 1RGTCVKPI ECUJ ƃQY |
19,131 | 16,977 |
| %CUJ ƃQY HTQO KPXGUVOGPVU |
(12,079) | (11,491) |
| %CUJ ƃQY HTQO ƂPCPEKPI CEVKXKVKGU |
(8,092) | |
| Foreign exchange differences | (1,344) | |
| CASH FLOW FOR THE PERIOD | 316 | (2,153) |
| Final liquidity | 3,991 | 2,958 |
1HW ƓQDQFLDO GHEW DQG WKH FDVK DQG FDVK HTXLYDOHQWV VKRZQ LQ WKH WDEOHV DERYH DUHGHƓQHGLQ FRPSOLDQFHZLWKWKHQHWƓQDQFLDOSRVLWLRQGHWDLOHGLQ1RWHRIWKH FRQVROLGDWHGDFFRXQWVDVUHTXLUHGE\&2162%PHPRUDQGXPRI-XO\
\$W'HFHPEHUZRUNLQJ FDSLWDO VWRRGDWŞPLOOLRQ FRPSDUHGZLWKŞ PLOOLRQDWWKHHQGRIWKHSUHYLRXV\HDULWVLPSDFWRQVDOHVZDVLQ the worsening is mainly related to the varying performances of the loans for income tax receivables and payables. The year-end values of the trade receivables, warehouse LQYHQWRULHVDQGWUDGHSD\DEOHVDUHLQOLQHZLWKWKRVHRI'HFHPEHU
The ratio between working capital and short-term loans is 2.5, for which the Group considers the liquidity risk to be minimal.
In 2015 the Sabaf Group made net investments of 12.1 million euro. The main investments in the year were aimed at increasing production capacity and the further automation of production of light alloy valves. The machinery necessary for the production launch in China was produced and production capacity at the Turkish plant was also further increased. Investments were also made to improve production processes - including the purchase of new alcohol washing facilities - and investments were made in maintenance and replacement, designed to keep the capital equipment constantly updated.
7KHIUHHFDVKŴRZRSHUDWLQJFDVKŴRZOHVVLQYHVWPHQWV ZDVŞPLOOLRQYHUVXVŞ PLOOLRQLQ
'XULQJWKHƓQDQFLDO\HDUWKH*URXSSDLGRXWGLYLGHQGVRIŞPLOOLRQDQGSXUFKDVHG WUHDVXU\VKDUHVIRUŞPLOOLRQWKHQHWƓQDQFLDOGHEWZDVŞPLOOLRQYHUVXVŞ PLOOLRQLQ'HFHPEHU
Shareholders' equity totalled €111 million at 31 December 2015; the debt/equity ratio ZDVYHUVXVLQ
| 2015 | 2014 | |
|---|---|---|
| ROCE (return on capital employed) |
10.3% | 9.6% |
| Dividend per share (€) | 0.48 5 | 0.40 |
| 0GV FGDVGSWKV[ TCVKQ |
23% | 24% |
| Market capitalisation (31.12) GSWKV[ TCVKQ |
1.19 | 1.17 |
| Change in sales | +1.2% | +4.1% |
Please refer to the introductory part of the Annual Report for a detailed examination of other key performance indicators.
ThHEXVLQHVVDQGƓQDQFLDOFLUFXPVWDQFHVRIWKH*URXSDUHLQŴXHQFHGE\DYDULHW\RIIDFWRUVVXFK DVJURVVGRPHVWLFSURGXFWFRQVXPHUDQGFRUSRUDWHFRQƓGHQFHLQWHUHVWUDWHWUHQGVWKHFRVWRIUDZ materials, the unemployment rate, and the ease of access to credit.
The protracted nature of the European crisis, which has become systematic over the years, has had an impact on the transformation of the white goods industry, the sector in which the Sabaf group operates. Indeed, the continuous contraction of demand on mature markets has been accompanied by a further concentration of end markets, a steady increase of sales volumes in emerging markets DQGƓQDOO\WRXJKHUFRPSHWLWLRQSKHQRPHQDWKDWUHTXLUHDJJUHVVLYHSROLFLHVLQVHWWLQJVDOHVSULFHV To cope with this situation, the Group aims to retain and reinforce its leadership position wherever possible through:
TKH*URXSXVHVPHWDOVDQGDOOR\VLQLWVSURGXFWLRQSURFHVVHVFKLHŴ\EUDVVDOXPLQLXP alloys and steel. The sales prices of products are generally renegotiated semi-annually or annually; as a result, Group companies may not be able to immediately pass on to customers changes in the prices of commodities that occur during the year, which has DQLPSDFWRQSURƓWDELOLW\7KH*URXSSURWHFWVLWVHOIIURPWKHULVNRIFKDQJHVLQWKHSULFH of brass and aluminium with supply contracts signed with suppliers for delivery up to WZHOYHPRQWKVLQDGYDQFHRUDOWHUQDWLYHO\ZLWKGHULYDWLYHƓQDQFLDOLQVWUXPHQWV
\$VRIWKHGDWHRIWKLVUHSRUWWKH6DEDI*URXSKDVDOUHDG\Ɠ[HGSXUFKDVHSULFHVIRUDERXW 50% of its expected requirement for aluminium, steel and brass for 2016.
Any further increase in the price of commodities not hedged could have negative effects RQH[SHFWHGSURƓWV
)RUPRUHLQIRUPDWLRQVHH1RWHRIWKHFRQVROLGDWHGƓQDQFLDOVWDWHPHQWVDVUHJDUGV disclosure for the purposes of IFRS 7.
The Sabaf Group operates primarily in euro. However, transactions also take place in other currencies, such as the U.S. dollar, the Brazilian real, the Turkish lira and the Chinese renminbi.
Since sales in US dollars accounted for about 12% of consolidated revenue, the possible depreciation against the euro and the real could lead to a loss in competitiveness on the markets in which sales are made in that currency (mainly South and North America). At 31 December 2015 the Group had forward sales contracts for a total of 5.2 million dollars, maturing until 31 December 2016. The Administration and Finance Department constantly monitors forex exposure, the trend in exchange rates and the operational management of related activities.
)RUPRUHLQIRUPDWLRQVHH1RWHRIWKHFRQVROLGDWHGƓQDQFLDOVWDWHPHQWVDVUHJDUGV disclosure for the purposes of IFRS 7.
Sabaf products carry a high intrinsic risk in terms of safety. The Group's great attention to product quality and safety has made it possible to avoid incidents caused by product defects. Despite this, it is not possible to automatically exclude incidents of this nature. In order to transfer the risk of third-party liability damage arising from malfunctioning of its products, Sabaf has signed insurance policies with a deductible of up to €10 million per individual claim.
There is a risk that some Group products, although patented, will be copied by FRPSHWLWRUV WKH RSHQLQJ XS RI WUDGH LQ FRXQWULHV LQ ZKLFK LW LV GLIƓFXOW WR HQIRUFH industrial patent rights exposes the Group to a greater risk of protection of its own products. Sabaf's business model therefore bases the protection of product exclusivity mainly on design capacity and the internal production of special machines used in manufacturing processes, which result from its unique know-how that competitors ZRXOGƓQGGLIƓFXOWWRUHSOLFDWH
In any case, Sabaf has structured processes in place to manage innovation and protect intellectual property. In addition, the Group periodically monitors the patent strategies adopted/to be adopted based on the assessments of cost/opportunity.
The Group is characterised by a strong concentration in its revenue, with 50% arising from sales to its ten biggest customers. Relations with customers are usually stable and over long periods, albeit usually regulated by agreements of less than one year, which can be renewed and with no guaranteed minimum levels.
At the date of this report, there was no reason for the Group to foresee the loss of any VLJQLƓFDQWFOLHQWVLQWKHFRPLQJPRQWKV
The high concentration of sales to a small number of customers, described in the previous section, generates a concentration of the respective trade receivables, with DUHVXOWLQJLQFUHDVHLQWKHQHJDWLYHLPSDFWRQHFRQRPLF DQGƓQDQFLDOUHVXOWVLQWKH HYHQWRILQVROYHQF\RIDFXVWRPHU,QSDUWLFXODUJLYHQWKHVWUXFWXUDOGLIƓFXOWLHVRIWKH KRXVHKROGDSSOLDQFHVHFWRULQPDWXUHPDUNHWVLWLVSRVVLEOHWKDWVLWXDWLRQVRIƓQDQFLDO GLIƓFXOW\DQGLQVROYHQF\DPRQJFXVWRPHUVFRXOGDULVH
The risk is constantly monitored through the preliminary assessment of customers and FKHFNVWKDWDJUHHGSD\PHQWWHUPVDUHPHW)URP1RYHPEHUDFUHGLWLQVXUDQFH policy was taken out which covers approximately 70% of the credit risk. A further portion is partly guaranteed through letters of credit issued by major banks in favour of customers. The remainder of the receivable risk is covered by a doubtful account provision considered appropriate.
)RUPRUHLQIRUPDWLRQVHH1RWHRIWKHFRQVROLGDWHGƓQDQFLDOVWDWHPHQWVDVUHJDUGV disclosure for the purposes of IFRS 7.
RI6DEDI*URXSVDOHVDUHPDGHRQPDUNHWVRXWVLGH(XURSH)XUWKHUPRUHSURGXFWV sold in Italy can be exported by customers in international markets, making the percentage of sales earned directly and indirectly from emerging economies more VLJQLƓFDQW
The Group's main markets outside Europe include North Africa, the Middle East and South America. Any embargoes or major political or economic instability, or changes in the regulatory and/or local law systems, or new tariffs or taxes imposed in the future FRXOGDIIHFWDSRUWLRQRI*URXSVDOHVDQGWKHUHODWHGSURƓWDELOLW\
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 RSSRUWXQLWLHVDOVRFRQVLGHUWKHGLIIHUHQWDVVRFLDWHGULVNSURƓOHV,QDGGLWLRQWKH*URXS monitors the economic and social performance of the target countries, also through a local network, in order to make strategic and investment decisions fully aware of the exposure to associated risks.
The Sabaf Group is continuing with its policy of expansion abroad, and is undergoing a process of growing internationalisation, with the opening of new companies and production facilities in countries considered strategic for the future development of its business. This process requires appropriate measures, which include the recruitment and training of management staff and the implementation of management and FRRUGLQDWLRQPHDVXUHVE\WKHSDUHQWFRPSDQ\WKHGHƓQLWLRQRIWKHDUHDVRIDFWLRQDQG responsibilities of each function involved, and the analysis of the legal context of the FRXQWULHVLQZKLFKWKHVXEVLGLDULHVKDYHWKHLUUHJLVWHUHGRIƓFH
,QRUGHUWRVXSSRUWWKLVH[SDQVLRQSURFHVVWKH6DEDI*URXSLVFRPPLWWHGWRGHƓQLQJ VXLWDEOHPHDVXUHVZKLFKLQFOXGHWKHDSSURSULDWHGHƓQLWLRQDQGIRUPDOLVDWLRQRIWKH spheres and responsibilities of management action, careful planning of activities in implementing new projects, and a detailed analysis of the regulatory environment in the various countries involved. In particular, the necessary governance actions have been undertaken with regard to company organisation and systems of liability, control and coordination.
TKH*URXSRSHUDWHVLQDPDUNHWFRQWH[WZKRVHG\QDPLVPLVUHŴHFWHGRQWKHRUJDQLVDWLRQ and the processes. In this context, the Group may not be able to exploit the opportunities offered by the market due to the potential resistance to change of the organisation. To counter this risk, the Group has commenced initiatives aimed at raising awareness at all levels of the organisation regarding the critical success criteria and sharing improvement objectives and plans.
Group results depend to a large extent on the work of executive directors and management. The loss of a key staff member for the Group without an adequate replacement and the inability to attract new resources could have negative effects RQWKH IXWXUH RIWKH *URXS DQG RQWKH TXDOLW\ RI ƓQDQFLDO DQG HFRQRPLFUHVXOWV 7R mitigate this risk, the Group has launched policies to strengthen the most critical internal organisational structures and loyalty schemes, including the signing of non-FRPSHWLWLRQDJUHHPHQWVZLWKNH\ƓJXUHV
The most important research and development projects conducted in 2015 were as follows:
The improvement in production processes continued throughout the Group, accompanied by the development and internal production of machinery, tools and presses.
'HYHORSPHQWFRVWVWRWKHWXQHRIŞZHUHFDSLWDOLVHGDVDOOWKHFRQGLWLRQVVHW by international accounting standards were met; in other cases, they were charged to the income statement.
In order to align the subsidiaries' operating and management model to that of Sabaf S.p.A., the Group extended the implementation of the SAP IT system to all the production units; during 2015 the system was also launched at Sabaf Cina.
Since 2005, Sabaf has drawn up a single report on its economic, social and environmental sustainability performance. In 2005, this was a pioneering and almost experimental move, but today the trend emerging at international level suggests that integrated reporting unquestionably represents best practice.
TKH 6DEDI *URXS KDG HPSOR\HHV DW 'HFHPEHU DW 'HFHPEHU ,QWKH 6DEDI *URXS VXIIHUHGQR RQWKHMREGHDWKV RU VHULRXV DFFLGHQWV WKDWOHGWRVHULRXVRUYHU\VHULRXVLQMXULHVWRVWDIIIRUZKLFKWKH*URXSZDVGHƓQLWLYHO\ held responsible, nor was it held responsible for occupational illnesses of employees or former employees, or causes of mobbing.
For more information, see the "Sabaf and employees" section of the Annual Report.
In 2015 there was no:
For more information, see the "Sabaf and employees" section of the Annual Report.
For a complete description of the corporate governance system of the Sabaf Group, see the report on corporate governance and on the ownership structure, available in the Investor Relations section of the company website.
7KHLQWHUQDOFRQWUROV\VWHPRQƓQDQFLDOUHSRUWLQJLVGHVFULEHGLQGHWDLOLQWKHUHSRUWRQ corporate governance and on ownership structure.
With reference to the "conditions for listing shares of parent companies set up and regulated by the law of states not belonging to the European Union" pursuant to DUWLFOHVDQGRIWKH0DUNHW5HJXODWLRQVWKH&RPSDQ\DQGLWVVXEVLGLDULHVKDYH administrative and accounting systems that can provide the public with the accounting situations prepared for drafting the consolidated report of the companies that fall within the scope of this regulation and can regularly supply management and the auditors RIWKH3DUHQW&RPSDQ\ZLWKWKHGDWDQHFHVVDU\IRUGUDIWLQJWKHFRQVROLGDWHGƓQDQFLDO VWDWHPHQWV 7KH 6DEDI *URXS KDV DOVR VHW XS DQ HIIHFWLYH LQIRUPDWLRQ ŴRZ WR WKH independent auditor and continuous information on the composition of the company RIƓFHUVRIWKHVXEVLGLDULHVWRJHWKHUZLWKLQIRUPDWLRQRQWKHUROHVFRYHUHGDQGUHTXLUHV the systematic and centralised gathering and regular updates of the formal documents UHODWLQJ WR WKH E\ODZV DQG JUDQWLQJ RI SRZHUV WR FRPSDQ\ RIƓFHUV 7KH FRQGLWLRQV exist as required by article 36, letters a), b) and c) of the Market Regulations issued by CONSOB. In the course of the year, no acquisitions were made of companies in countries not belonging to the European Union which, considered independently, would have a VLJQLƓFDQWUHOHYDQFHIRUWKHSXUSRVHVRIWKHUHJXODWLRQLQTXHVWLRQ
The Organisation, Management and Control Model, adopted pursuant to Legislative Decree 231/2001, is described in the report on company governance and on the ownership structure, which should be reviewed for reference.
WitKUHIHUHQFHWR/HJLVODWLYH'HFUHHRI-XQHLQWKH*URXS continued its work to ensure compliance with current regulations.
For thHFRPPHQWVRQWKLVLWHPSOHDVHVHH1RWHRIWKHFRQVROLGDWHGƓQDQFLDO statements.
Sabaf Group companies did not execute any unusual or atypical transactions in 2015.
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Although Sabaf S.p.A. is controlled by the parent company, Giuseppe Saleri S.a.p.A., the Board of Directors holds that the Company is not subject to management and coordination of the parent company, since the Board of Directors of Sabaf S.p.A. enjoys complete operating autonomy and does not have to justify its actions to the parent company, except at the annual Shareholders' Meeting held to approve the separate ƓQDQFLDO VWDWHPHQWV DQG REYLRXVO\ LQ WKH HYHQW RI YLRODWLRQ RI WKH ODZ DQGRU WKH Bylaws. It should also be noted that the Bylaws of the parent company explain that it does not exercise management and coordination activities with regard to Sabaf S.p.A. Sabaf S.p.A. exercises management and coordination activities over its Italian subsidiaries, Faringosi Hinges s.r.l. and Sabaf Immobiliare s.r.l.
The relationships between the Group companies, including those with the parent company, are regulated under market conditions, as well as the relationships with UHODWHGSDUWLHVGHƓQHGLQDFFRUGDQFHZLWKWKHDFFRXQWLQJVWDQGDUG,\$67KHGHWDLOV of the infragroup operations and other operations with related parties are given in Note RIWKH FRQVROLGDWHGƓQDQFLDO VWDWHPHQWVDQGLQ1RWHRIWKH VHSDUDWHƓQDQFLDO statements of Sabaf S.p.A.
During 2013 Sabaf S.p.A. approved the renewal for the three-year period 2013- 2015 of the tax consolidation agreement with the parent company Giuseppe Saleri S.a.p.A. and with the subsidiaries Faringosi Hinges s.r.l. and Sabaf Immobiliare s.r.l. For the companies of the Sabaf Group membership of the tax consolidation scheme does not imply higher taxes as it makes no difference whether these are paid to the tax authorities or to the parent company at the due dates. Having made the necessary offsets and adjustments, the parent company will handle the payment and be liable for any damages the subsidiaries may incur for the former's failure to comply. Conversely, PHPEHUVKLSRIWKHWD[FRQVROLGDWLRQVFKHPHFRXOGUHVXOWLQWD[EHQHƓWVIRUWKH6DEDI Group because the tax advantages resulting from consolidation are shared among the companies that belong to it.
The beginning of 2016 is characterised by a situation of great uncertainty, due to SROLWLFDO HFRQRPLF DQG ƓQDQFLDOWHQVLRQVWKDWKDYH DQ LPSDFW RQWKHPDLQPDUNHWV LQ ZKLFK 6DEDI RSHUDWHV 7KH VDOHV RIWKH ƓUVWWKUHH\HDU SHULRG DUH H[SHFWHGWR IDOO compared with 2015, which was characterised by a very positive start of the year. However, the agreements reached with some major customers for 2016 envisage an increase of our supply share and the launch of the supplies for new important projects. If the macroeconomic context stabilises, the Group therefore considers that it will be able WRDFKLHYHLQWKHZKROHRIWKHFXUUHQW\HDUDQLPSURYHPHQWLQVDOHVDQGSURƓWDELOLW\ FRPSDUHG ZLWK 6KRXOG WKH HFRQRPLF VLWXDWLRQ LQVWHDG XQGHUJR VLJQLƓFDQW FKDQJHVWKHƓQDOYDOXHVPD\GHYLDWHIURPWKHIRUHFDVWV
| IN THOUSANDS OF EURO | 2015 | 2014 | CHANGE | % CHANGE |
|---|---|---|---|---|
| Sales revenue | 113,962 | -1.7% | ||
| EBITDA | 16,123 | 17,984 | (1,861) | -10.3% |
| 1RGTCVKPI RTQƂV '\$+6 |
8,847 | 9,708 | (861) | -8.87% |
| 2TGVCZ RTQƂV '\$6 |
(2,374) | |||
| NET PROFIT | 5,642 | 7,878 | (2,236) |
7KHUHFODVVLƓFDWLRQEDVHGRQƓQDQFLDOFULWHULDLVLOOXVWUDWHGEHORZ
| IN THOUSANDS OF EURO | 31/12/2015 | 31/12/2014 |
|---|---|---|
| Non-current assets | 86,088 | 85,110 |
| Short-term assets 6 | 60,493 | |
| Short-term liabilities 7 | (24,932) | |
| Working capital 8 | 35,561 | 36,727 |
| Financial assets | 2,906 | 1,660 |
| Provision for risks and charges, employee severance pay reserve, deferred taxes |
(3,003) | (3,191) |
| NET INVESTED CAPITAL | 121,552 | 120,306 |
| 5JQTVVGTO PGV ƂPCPEKCN position |
(20,686) | (17,072) |
| Medium/long-term PGV ƂPCPEKCN RQUKVKQP |
(4,632) | (7,340) |
| NET FINANCIAL POSITION | (25,318) | (24,412) |
| SHAREHOLDERS' EQUITY | 96,234 | 95,894 |
&DVKŴRZVIRUWKHSHULRGDUHVXPPDULVHGLQWKHWDEOHEHORZ
| IN THOUSANDS OF EURO | 2015 | 2014 |
|---|---|---|
| Opening liquidity | 1,366 | 2,345 |
| 1RGTCVKPI ECUJ ƃQY |
14,124 | |
| %CUJ ƃQY HTQO KPXGUVOGPVU |
(9,030) | |
| %CUJ ƃQY HTQO ƂPCPEKPI activities |
(6,073) | |
| CASH FLOW FOR THE PERIOD |
(276) | (979) |
| Closing liquidity | 1,090 | 1,366 |
1HWƓQDQFLDOGHEWDQGWKHQHWVKRUWWHUPƓQDQFLDOSRVLWLRQVKRZQLQWKHWDEOHVDERYH DUHGHƓQHGLQ FRPSOLDQFHZLWKWKHQHWƓQDQFLDOSRVLWLRQGHWDLOHGLQ1RWHRIWKH VWDWXWRU\DFFRXQWVDVUHTXLUHGE\WKH&2162%PHPRUDQGXPRI-XO\
7KHƓQDQFLDO\HDUHQGHGZLWKDGHFUHDVHLQVDOHVRIFRPSDUHGZLWK7KH product family of valves and thermostats was weaker, while sales of burners increased, thanks to the contribution of special burners. The lower sales and the reduction in sales SULFHVRQDYHUDJH KDGDQHJDWLYHLPSDFWRQJURVVRSHUDWLQJSURƓWDELOLW(%,7'\$ ZDVŞPLOOLRQRURIUHYHQXHVŞPLOOLRQLQRU
(%,7LQZDVŞPLOOLRQRURIUHYHQXHVŞPLOOLRQLQRU DQG QHWSURƓWZDVŞPLOOLRQRURIUHYHQXHVŞPLOOLRQLQRU
The actual cost of the main raw materials (brass, aluminium alloys and steel) was on DYHUDJHKLJKHUFRPSDUHGWR
7KHLPSDFWRIWKHODERXUFRVWVRQWKHVDOHVLVJURZWKIURPWR 1HW ƓQDQFH H[SHQVH DV D SHUFHQWDJH RI VDOHV ZDV PLQLPDO DW VXEVWDQWLDOO\ XQFKDQJHG JLYHQWKHORZOHYHORIƓQDQFLDOGHEWDQGWKHORZLQWHUHVWUDWHV
2SHUDWLQJFDVKŴRZQHWSURƓWSOXVGHSUHFLDWLRQ DPRUWLVDWLRQ GHFUHDVHGIURPŞ PLOOLRQWRŞPLOOLRQZLWKDQLPSDFWRQUHYHQXHVRIYVLQ
,Q6DEDI6S\$LQYHVWHGRYHUŞPLOOLRQ7KHPDLQLQYHVWPHQWVLQWKH\HDUDLPHGDW increasing production capacity and the further automation of production of light alloy valves.
At 31 December 2015, working capital stood at €35.6 million compared with €36.7 million the previous year: its percentage impact on sales rose to 31.2% from 31.7% at WKHHQGRI
6HOIƓQDQFLQJ JHQHUDWHG E\ RSHUDWLQJ FDVK ŴRZ ZDV Ş PLOOLRQ FRPSDUHG ZLWK ŞPLOOLRQLQGXHWRDORZHUDEVRUSWLRQRIZRUNLQJFDSLWDO
7KHQHWƓQDQFLDOGHEWZDVŞPLOOLRQFRPSDUHGZLWKŞPLOOLRQRQ'HFHPEHU
\$WWKHHQGRIWKH\HDUWKHVKDUHKROGHUVōHTXLW\DPRXQWHGWRŞPLOOLRQFRPSDUHG ZLWKŞPLOOLRQLQ7KHQHWƓQDQFLDOGHEWVKDUHKROGHUVōHTXLW\UDWLRLV VXEVWDQWLDOO\XQFKDQJHGFRPSDUHGZLWK
6 Sum of Inventories, Trade receivables, Tax receivables and Other current receivables.
7 Sum of Trade payables, Tax payables and Other liabilities.
8 Difference between short-term assets and short-term liabilities.
PursXDQWWRWKH&2162%PHPRUDQGXPRI-XO\DUHFRQFLOLDWLRQVWDWHPHQWRIWKHUHVXOWRIWKHƓQDQFLDO\HDUDQG*URXSVKDUHKROGHUVōHTXLW\DW'HFHPEHUZLWK the same values of the parent company Sabaf S.p.A. is given below:
| 31.12.2015 | 31.12.2014 | |||
|---|---|---|---|---|
| DESCRIPTION | 2TQƂV HQT VJG RGTKQF |
Shareholders'equity | 2TQƂV HQT VJG RGTKQF |
Shareholders'equity |
| 0GV RTQƂV CPF UJCTGJQNFGTUo GSWKV[ QH RCTGPV EQORCP[ Sabaf S.p.A. |
5,642 | 96,234 | 7,878 | 95,894 |
| 'SWKV[ CPF EQPUQNKFCVGF EQORCP[ TGUWNVU |
3,263 | |||
| 'NKOKPCVKQP QH EQPUQNKFCVGF GSWKV[ KPXGUVOGPVU carrying value |
(1,303) | (1,771) | (43,936) | |
| Goodwill | 0 | 0 | ||
| 'SWKV[ KPXGUVOGPVU DQQMGF CV PGV GSWKV[ |
0 | 0 | 0 | 73 |
| Intercompany eliminations | ||||
| Dividends | 0 | 0 | (970) | 0 |
| Other intercompany eliminations | (116) | (62) | (347) | |
| PROFIT AND SHAREHOLDERS' EQUITY ATTRIBUTABLE TO THE GROUP |
8,998 | 111,040 | 8,338 | 110,738 |
As we thank our employees, the Board of Statutory Auditors, the Independent Auditor and the supervisory authorities for their invaluable cooperation, we would kindly ask WKHVKDUHKROGHUVWRDSSURYHWKHƓQDQFLDOVWDWHPHQWVDVDW'HFHPEHUZLWKWKHUHFRPPHQGDWLRQWRDOORFDWHWKH\HDUōVSURƓWVRIŞDVIROORZV
2VSLWDOHWWR0DUFK 7KH%RDUGRI'LUHFWRUV
| Group structure and corporate bodies | 120 |
|---|---|
| 121 %QPUQNKFCVGF DCNCPEG UJGGV CPF ƂPCPEKCN RQUKVKQP |
|
| 122 Consolidated income statement |
|
| 123 Consolidated comprehensive income statement |
|
| 123 5VCVGOGPV QH EJCPIGU KP EQPUQNKFCVGF UJCTGJQNFGTUoGSWKV[ |
|
| 124 %QPUQNKFCVGF UVCVGOGPV QH ECUJ ƃQYU |
|
| 125 Explanatory Notes |
|
| 153 %GTVKƂECVKQP QH VJG %QPUQNKFCVGF #PPWCN 4GRQTV CPF #EEQWPVU |
|
| 154 Auditors' Report on the Statutory Financial Statements |
INDIA
SABAF S.p.A.
| (Kunshan) Co. Ltd. | 100% |
|---|---|
| Ticaret Limited Sirteki (Sabaf Turchia) | 100% |
| -WPUJCP %Q .VF KP NKSWKFC\KQPG |
100% |
Deloitte & Touche S.p.A.
| IN THOUSANDS OF EURO | NOTES | 31.12.2015 | 31.12.2014 |
|---|---|---|---|
| ASSETS | |||
| 010%744'06 #55'65 |
|||
| 2TQRGTV[ RNCPV CPF GSWKROGPV |
1 | 73,037 | 74,483 |
| Real estate investments | 2 | 6,712 | 7,228 |
| Intangible assets | 3 | ||
| Investments | 4 | 204 | 974 |
| Non-current receivables | 5 | 432 | |
| Deferred tax assets | 21 | 4,887 | |
| 616#. 010%744'06 #55'65 |
92,797 | 96,152 | |
| Current assets | |||
| Inventories | 6 | 31,009 | 30,774 |
| Trade receivables | 7 | ||
| Tax receivables | 8 | 2,489 | 2,390 |
| Other current receivables | 9 | 1,447 | |
| %WTTGPV ƂPCPEKCN CUUGVU |
10 | 69 | 0 |
| %CUJ CPF ECUJ GSWKXCNGPVU |
11 | 3,991 | |
| TOTAL CURRENT ASSETS | 79,430 | 77,738 | |
| Assets held for sale | 0 | 0 | |
| TOTAL ASSETS | 172,227 | 173,890 | |
| SHAREHOLDERS' EQUITY AND LIABILITIES SHAREHOLDERS' EQUITY |
|||
| Share capital | 12 | ||
| Retained earnings, other reserves | 90,867 | ||
| 0GV RTQƂV HQT VJG [GCT |
8,998 | 8,338 | |
| Total equity interest of the Parent Company | 111,040 | 110,738 | |
| Minority interests | 0 | 0 | |
| TOTAL SHAREHOLDERS' EQUITY | 111,040 | 110,738 | |
| 0QPEWTTGPV NKCDKNKVKGU |
|||
| Loans | 14 | 6,388 | 10,173 |
| 2QUVGORNQ[OGPV DGPGƂV CPF TGVKTGOGPV TGUGTXGU |
16 | 2,914 | 3,028 |
| Reserves for risks and contingencies | 17 | ||
| Deferred tax | 21 | 772 | 692 |
| 616#. 010%744'06 .+#\$+.+6+'5 |
10,469 | 14,498 | |
| Current liabilities | |||
| Loans | 14 | 23,480 | 19,613 |
| 1VJGT ƂPCPEKCN NKCDKNKVKGU |
15 | 31 | |
| Trade payables | 18 | 19,328 |
|
| Tax payables Other liabilities |
19 20 |
1,219 |
|
| TOTAL CURRENT LIABILITIES | 50,718 | 48,654 | |
| Liabilities held for sale | 0 | 0 | |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 172,227 | 173,890 |
| IN THOUSANDS OF EURO | NOTES | 2015 | 2014 |
|---|---|---|---|
| CONTINUING OPERATIONS | |||
| Operating revenue and income | |||
| Revenues | 23 | 138,003 | 136,337 |
| Other income | 24 | 3,748 | |
| TOTAL OPERATING REVENUE AND INCOME | 141,761 | 140,085 | |
| Operating costs | |||
| Materials | 25 | ||
| Change in inventories | 2,447 | ||
| Services | 26 | ||
| Payroll costs | 27 | (32,180) | |
| Other operating costs | 28 | (1,193) | (1,042) |
| Costs for capitalised in-house work | 1,230 | 989 | |
| TOTAL OPERATING COSTS | (115,589) | (114,133) | |
| OPERATING PROFIT BEFORE DEPRECIATION & AMORTISATION, CAPITAL GAINS/ | |||
| .155'5 #0& 94+6'&190594+6'\$#%-5 1( 010%744'06 |
#55'65 | 26,172 | 25,952 |
| Depreciation and amortisation | 1,2,3 | (12,292) | |
| Capital gains on disposals of non-current assets | 104 | 63 | |
| Write-downs of non-current assets | 4,29 | 0 | |
| OPERATING PROFIT | 14,091 | 13,175 | |
| Financial income | 67 | 61 | |
| Financial expenses | 30 | ||
| Exchange rate gains and losses | 31 | (89) | 119 |
| 2TQƂVU CPF NQUUGU HTQO GSWKV[ KPXGUVOGPVU |
4 | 0 | (606) |
| PROFIT BEFORE TAXES | 13,473 | 12,157 | |
| Income tax | 32 | (3,819) | |
| Minority interests | 0 | 0 | |
| NET PROFIT FOR THE YEAR | 8,998 | 8,338 | |
| EARNINGS PER SHARE (EPS) | 33 | ||
| Base | 0.781 euro | 0.723 euro | |
| Diluted | 0.781 euro | 0.723 euro |
| IN THOUSANDS OF EURO | 2015 | 2014 |
|---|---|---|
| NET PROFIT FOR THE YEAR | 8,998 | 8,338 |
| 6QVCN RTQƂVUNQUUGU VJCV YKNN PQV NCVGT DG TGENCUUKƂGF WPFGT RTQƂV NQUU HQT VJG [GCT |
||
| #EVWCTKCN RQUVGORNQ[OGPV DGPGƂV TGUGTXG GXCNWCVKQP |
49 | (283) |
| Tax effect | (14) | 78 |
| 35 | (205) | |
| 6QVCN RTQƂVUNQUUGU VJCV YKNN NCVGT DG TGENCUUKƂGF WPFGT RTQƂV NQUU HQT VJG [GCT |
||
| (QTGZ FKHHGTGPEGU FWG VQ VTCPUNCVKQP QH ƂPCPEKCN UVCVGOGPVU KP HQTGKIP EWTTGPEKGU |
(3,400) | 817 |
| %CUJ ƃQY JGFIGU |
0 | (26) |
| Tax effect | 0 | |
| 0 | (21) | |
| TOTAL PROFITS/(LOSSES) NET OF TAXES FOR THE YEAR | (3,365) | 591 |
| TOTAL PROFIT | 5,633 | 8,929 |
| IN THOUSANDS OF EURO |
Share capital |
Share premium reserve |
Legal reserve |
Treasury shares |
Translation reserve |
&DVKŴRZ hedge reserve |
Post-em ployment EHQHƓW discounting reserve |
Other reserves |
1HWSURƓW for the year |
Total Group share holders' equity |
Minority interest |
Total share holders' equity |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| BALANCE AT 31 DECEMBER 2013 |
11,533 | 10,002 | 2,307 | (5) | (4,465) | 21 | (411) | 90,869 | 8,104 | 117,955 | 0 | 117,955 |
| Allocation of 2013 earnings | ||||||||||||
| • dividends paid out |
(4,613) | (4,613) | (4,613) | |||||||||
| • carried forward |
3,491 | (3,491) | 0 | 0 | ||||||||
| Extraordinary dividend |
||||||||||||
| 6QVCN RTQƂV CV 31 December 2014 |
817 | (21) | 8,338 | 8,929 | 8,929 | |||||||
| BALANCE AT 31 DECEMBER 2014 |
11,533 | 10,002 | 2,307 | (5) | (3,648) | 0 | (616) | 82,827 | 8,338 | 110,738 | 0 | 110,738 |
| Allocation of 2014 earnings | ||||||||||||
| • dividends paid out |
(4,613) | (4,613) | (4,613) | |||||||||
| • carried forward |
0 | 0 | ||||||||||
| Other movements |
||||||||||||
| Purchase of treasury shares |
(718) | (718) | (718) | |||||||||
| 6QVCN RTQƂV CV 31 December |
(3,400) | 8,998 | ||||||||||
| BALANCE AT 31 DECEMBER 2015 |
11,533 | 10,002 | 2,307 | (723) | (7,048) | 0 | (581) | 86,552 | 8,998 | 111,040 | 0 | 111,040 |
| 12M 2015 | 12M 2014 | |
|---|---|---|
| * Cash and cash equivalents at beginning of year |
3,675 | 5,111 |
| 0GV RTQƂV HQT RGTKQF |
8,998 | 8,338 |
| Adjustments for: | ||
| • Depreciation and amortisation | 12,292 | |
| • Realised gains | (104) | (63) |
| • Write-downs of non-current assets | 0 | |
| r .QUUGU HTQO GSWKV[ KPXGUVOGPVU |
0 | 606 |
| r 0GV ƂPCPEKCN KPEQOG CPF GZRGPUGU |
||
| • Income tax | 3,819 | |
| %JCPIG KP RQUVGORNQ[OGPV DGPGƂV TGUGTXG |
(129) | |
| Change in risk provisions | (210) | (67) |
| %JCPIG KP VTCFG TGEGKXCDNGU |
107 | (4,079) |
| Change in inventories | (170) | (2,548) |
| %JCPIG KP VTCFG RC[CDNGU |
(58) | 365 |
| %JCPIG KP PGV YQTMKPI ECRKVCN |
(121) | (6,262) |
| Change in other receivables and payables, deferred tax | (72) | 210 |
| Payment of taxes | ||
| 2C[OGPV QH ƂPCPEKCN GZRGPUGU |
||
| %QNNGEVKQP QH ƂPCPEKCN KPEQOG |
67 | 61 |
| CASH FLOW FROM OPERATIONS | 19,131 | 16,977 |
| Investments in non-current assets | ||
| • intangible | (781) | (639) |
| • tangible | (9,843) | |
| r ƂPCPEKCN |
(26) | (1,223) |
| Disposal of non-current assets | 309 | 214 |
| CASH FLOW ABSORBED BY INVESTMENTS | (12,079) | (11,491) |
| Repayment of loans | (19,480) | (16,993) |
| Raising of loans | 19,488 | |
| 5JQTVVGTO ƂPCPEKCN CUUGVU |
(69) | 0 |
| Purchase of treasury shares | (718) | 0 |
| Payment of dividends | (4,613) | (16,146) |
| CASH FLOW ABSORBED BY FINANCING ACTIVITIES | (5,392) | (8,092) |
| Foreign exchange differences | (1,344) | |
| NET FINANCIAL FLOWS FOR THE YEAR | 316 | (2,153) |
| Cash and cash equivalents at end of year Note 10 | 3,991 | 2,958 |
| %WTTGPV ƂPCPEKCN FGDV |
19,718 | |
| 0QPEWTTGPV ƂPCPEKCN FGDV |
6,388 | 10,173 |
| NET FINANCIAL DEBT NOTE 22 | 25,908 | 26,933 |
The cRQVROLGDWHG\HDUHQGDFFRXQWVRIWKH6DEDI*URXSIRUWKHƓQDQFLDO\HDUKDYH been prepared in compliance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and endorsed by the European Union. Reference to the IFRS also includes all current International \$FFRXQWLQJ 6WDQGDUGV ,\$6 7KH ƓQDQFLDO VWDWHPHQWV KDYH EHHQ SUHSDUHG LQ HXUR the current currency in the economies in which the Group mainly operates, rounding DPRXQWVWRWKHQHDUHVWWKRXVDQGDQGDUHFRPSDUHGZLWKIXOO\HDUƓQDQFLDOVWDWHPHQWV for the previous year, prepared according to the same standards. The report consists of WKHVWDWHPHQWRIƓQDQFLDOSRVLWLRQWKHLQFRPHVWDWHPHQWWKHVWDWHPHQWRIFKDQJHVLQ VKDUHKROGHUVōHTXLW\WKHFDVKŴRZVWDWHPHQWDQGWKHVHH[SODQDWRU\QRWHV7KHƓQDQFLDO statements have been prepared on a historical cost basis except for some revaluations of property, plant and equipment undertaken in previous years, and are considered a JRLQJFRQFHUQ7KH&RPSDQ\IRXQGWKDWGHVSLWHWKHGLIƓFXOWHFRQRPLFDQGEXVLQHVV FOLPDWHWKHUHZHUHQRVLJQLƓFDQWXQFHUWDLQWLHVDVGHƓQHGE\SDUDJUDSKVDQG of IAS 1) regarding the continuity of the Company, also due to the strong competitive SRVLWLRQKLJKSURƓWDELOLW\DQGVROLGLW\RIWKHƓQDQFLDOVWUXFWXUH
The Group has adopted the following formats:
Use of these formats permits the most meaningful representation of the Group's capital, EXVLQHVVDQGƓQDQFLDOVWDWXV
The scope of consolidation at 31 December 2015 comprises the direct parent company Sabaf S.p.A. and the following companies controlled by Sabaf S.p.A.:
The participation in the controlled company Sabaf Appliance Components (Kunshan) &R/WGZDVFRQVROLGDWHGXVLQJWKHIXOOOLQHE\OLQHFRQVROLGDWLRQPHWKRGIRUWKHƓUVW WLPHLQWKHVHƓQDQFLDOVWDWHPHQWVVLQFHWKHFRPSDQ\FRPPHQFHGLWVRSHUDWLRQVLQWKH FRXUVHRI,QWKHSUHFHGLQJƓQDQFLDO VWDWHPHQWVLWZDV DVVHVVHGXVLQJWKHQHW equity method.
The companies in which Sabaf S.p.A. simultaneously possess the following three
elements are considered subsidiaries: (a) power over the company; (b) exposure or rights to variable returns resulting from involvement therein; (c) ability to affect the VL]H RIWKHVHUHWXUQV E\ H[HUFLVLQJ SRZHU ,IWKHVH VXEVLGLDULHV H[HUFLVH D VLJQLƓFDQW LQŴXHQFHWKH\DUHFRQVROLGDWHGDVIURPWKHGDWHLQZKLFKFRQWUROEHJLQVXQWLOWKHGDWH in which control ends so as to provide a correct representation of the Group's income, LQYHVWPHQWVDQGFDVKŴRZ
Sabaf U.S. is not consolidated since it is irrelevant for the purposes of the consolidation.
The data used for consolidation have been taken from the income statements and balance sheets prepared by the directors of the individual subsidiary companies. These ƓJXUHVKDYHEHHQDSSURSULDWHO\DPHQGHGDQGUHVWDWHGZKHQQHFHVVDU\WRDOLJQWKHP ZLWKLQWHUQDWLRQDODFFRXQWLQJVWDQGDUGVDQGZLWKXQLIRUPJURXSZLGHFODVVLƓFDWLRQ policies.
The policies applied for consolidation are as follows:
6HSDUDWHƓQDQFLDOVWDWHPHQWVRIHDFKFRPSDQ\EHORQJLQJWRWKH*URXSDUHSUHSDUHG in the currency of the country in which that company operates (functional currency). )RUWKH SXUSRVHV RIWKH FRQVROLGDWHG ƓQDQFLDO VWDWHPHQWV HDFK FRPSDQ\ōV ƓQDQFLDO statements are expressed in euro, which is the Group's functional currency and the UHSRUWLQJFXUUHQF\IRUWKHFRQVROLGDWHGƓQDQFLDOVWDWHPHQWV
Balance sheet items in accounts expressed in currencies other than euro are converted by applying current end-of-year exchange rates. Income statement items are converted at average exchange rates for the year.
Foreign exchange differences arising from the comparison between opening shareholders' equity converted at current exchange rates and at historical exchange rates, together with the difference between the net result expressed at average and current exchange rates, are allocated to "Other Reserves" in shareholders' equity. The exchange rates used for conversion into euro of the company's foreign subsidiaries, prepared in local currency, are given in the following table:
| DESCRIPTION OF CURRENCY |
EXCHANGE RATE AS AT 31/12/15 |
AVERAGE EXCHANGE 2015 |
EXCHANGE RATE AS AT 31/12/14 |
AVERAGE EXCHANGE 2014 |
|---|---|---|---|---|
| Brazilian real | 4.3117 | 3.7004 | 3.2207 | 3.1211 |
| Turkish lira | 2.8320 | |||
| Chinese renminbi | 7.0608 | 6.9714 |
| 31.12.2015 | 31.12.2014 | |||||
|---|---|---|---|---|---|---|
| DESCRIPTION | 2TQƂV HQT VJG period |
Shareholders' equity |
2TQƂV HQT VJG period |
Shareholders' equity |
||
| 0GV RTQƂV CPF UJCTGJQNFGTUo GSWKV[ QH RCTGPV EQORCP[ Sabaf S.p.A. |
5,642 | 96,234 | 7,878 | 95,894 | ||
| 'SWKV[ CPF EQPUQNKFCVGF EQORCP[ TGUWNVU |
3,263 | |||||
| 'NKOKPCVKQP QH EQPUQNKFCVGF GSWKV[ KPXGUVOGPVUo ECTT[KPI XCNWG |
(1,303) | (1,771) | (43,936) | |||
| Goodwill | 0 | 0 | ||||
| 'SWKV[ KPXGUVOGPVU DQQMGF CV PGV GSWKV[ |
0 | 0 | 0 | 73 | ||
| Intercompany Eliminations: | ||||||
| Dividends | 0 | 0 | (970) | 0 | ||
| Other intercompany eliminations | (116) | (62) | (347) |
PROFIT AND SHAREHOLDERS' EQUITY ATTRIBUTABLE TO THE GROUP 8,998 111,040 8,338 110,738
The Group's operating segments in accordance with IFRS 8 - Operating Segment are LGHQWLƓHGLQWKHEXVLQHVVVHJPHQWVWKDWJHQHUDWHUHYHQXHDQGFRVWVZKRVHUHVXOWV 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 accounting standards and policies applied for the preparation of the consolidated ƓQDQFLDOVWDWHPHQWVDVDW'HFHPEHUXQFKDQJHGYHUVXVWKHSUHYLRXV\HDUDUH shown below:
These are recorded at purchase or manufacturing cost. The cost includes directly chargeable ancillary costs. These costs also include revaluations undertaken in the past based on monetary revaluation rules or pursuant to company mergers. Depreciation is calculated according to rates deemed appropriate to spread the carrying value of tangible assets over their useful working life. Estimated useful working life, in years, is as follows:
| Buildings | 33 |
|---|---|
| Light constructions | 10 |
| General plant | 10 |
| 5RGEKƂE RNCPV CPF OCEJKPGT[ |
6 - 10 |
| 'SWKROGPV | 4 - 10 |
| Furniture | 8 |
| 'NGEVTQPKE GSWKROGPV |
|
| Vehicles and other transport means |
Ordinary maintenance costs are expensed in the year in which they are incurred; costs that increase the asset value or useful working life are capitalised and depreciated according to the residual possibility of utilization of the assets to which they refer. Land is not depreciated.
AssHWVDFTXLUHGYLDƓQDQFHOHDVHFRQWUDFWVDUHDFFRXQWHGIRUXVLQJWKHƓQDQFLDOPHWKRG and are reported with assets at their purchase value, less depreciation. Depreciation of VXFKDVVHWVLVUHŴHFWHGLQWKH FRQVROLGDWHGDQQXDOƓQDQFLDO VWDWHPHQWVDSSO\LQJWKH same policy followed for Company-owned property, plant and equipment. Set against UHFRJQLWLRQRIVXFKDVVHWVWKHDPRXQWVSD\DEOHWRWKHƓQDQFLDOOHVVRUDUHSRVWHGDPRQJ VKRUWDQGPHGLXPORQJWHUPSD\DEOHV,QDGGLWLRQƓQDQFLDOFKDUJHVSHUWDLQLQJWRWKH period are charged to the income statement.
Goodwill is the difference between the purchase price and fair value of subsidiary FRPSDQLHVōLGHQWLƓDEOHDVVHWVDQGOLDELOLWLHVRQWKHGDWHRIDFTXLVLWLRQ
As regards acquisitions completed prior to the date of IFRS adoption, the Sabaf Group has used the option provided by IFRS 1 to refrain from applying IFRS 3 – concerning business combinations – to acquisitions that took place prior to the transition date. Consequently, goodwill arising in relation to past acquisitions has not been recalculated and has been posted in accordance with Italian GAAPs, net of amortisation reported up to 31 December 2003 and any losses caused by a permanent value impairment.
\$IWHUWKHWUDQVLWLRQ GDWH JRRGZLOO Ŋ DV DQ LQWDQJLEOH DVVHW ZLWK DQ LQGHƓQLWH XVHIXO life – is not amortised but subjected annually to impairment testing to check for value loss, or more frequently if there are signs that the asset may have suffered impairment (impairment test).
As established by IAS 38, other intangible assets acquired or internally produced are recognised as assets when it is probable that use of the asset will generate future HFRQRPLFEHQHƓWVDQGZKHQDVVHWFRVWFDQEHPHDVXUHGUHOLDEO\,ILWLVFRQVLGHUHGWKDW WKHVHIXWXUHHFRQRPLFEHQHƓWVZLOOQRWEHJHQHUDWHGWKHGHYHORSPHQWFRVWVDUHZULWWHQ down in the year in which this is ascertained.
Such assets are measured at purchase or production cost and - if the assets concerned KDYH D ƓQLWHXVHIXO OLIH DUH DPRUWLVHG RQ D VWUDLJKWOLQH EDVLV RYHUWKHLU HVWLPDWHG useful life. The useful life of projects for which development costs are capitalised is estimated to be 10 years.
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At each balance sheet date, the Group reviews the carrying value of its tangible and intangible assets to determine whether there are signs of impairment of the value of these assets. If there is any such indication, the recoverable amount of said assets is estimated so as to determine the total of the write-down. If it is not possible to estimate recoverable value individually, the Group estimates the recoverable value of the cash generating unit (CGU) to which the asset belongs.
In particular, the recoverable value of the cash generating units (which generally coincide ZLWKWKHOHJDOHQWLW\WRZKLFKWKHFDSLWDOLVHGDVVHWVUHIHU LVYHULƓHGE\GHWHUPLQLQJWKH value of use. The recoverable amount is the higher of the net selling price and value of XVH,QPHDVXULQJWKHYDOXHRIXVHIXWXUHFDVKŴRZVQHWRIWD[HVHVWLPDWHGEDVHGRQ SDVWH[SHULHQFHDUHGLVFRXQWHGWRWKHLUSUHVHQWYDOXHXVLQJDSUHWD[UDWHWKDWUHŴHFWV IDLUPDUNHW YDOXDWLRQVRIWKHSUHVHQW FRVWRIPRQH\DQG VSHFLƓFDVVHWULVN7KHPDLQ assumptions used for calculating the value of use concern the discount rate, growth rate, expected changes in selling prices and cost trends during the period used for the calculation. The growth rates adopted are based on future market expectations in the relevant sector. Changes in the sales prices are based on past experience and on WKH H[SHFWHGIXWXUH FKDQJHVLQWKHPDUNHW7KH *URXSSUHSDUHVRSHUDWLQJ FDVKŴRZ forecasts based on the most recent budgets approved by the Boards of Directors of the consolidated companies, draws up four-year forecasts and determines the terminal value (current value of perpetual income), which expresses the medium and long term RSHUDWLQJŴRZVLQWKHVSHFLƓFVHFWRU
If the recoverable amount of an asset (or CGU) is estimated to be lower than its carrying value, the asset's carrying value is reduced to the lower recoverable amount, recognising impairment of value in the income statement.
When there is no longer any reason for a write-down to be maintained, the carrying value of the asset (or CGU) is increased to the new value stemming from the estimate of its recoverable amount – but not beyond the net carrying value that the asset would have had if it had not been written down for impairment of value. Reversal of impairment loss is recognised as income in the income statement.
As allowed by IAS 40, non-operating buildings and constructions are assessed at cost net of depreciation and losses due to cumulative impairment of value. The depreciation criterion applied is the asset's estimated useful life, which is considered to be 33 years. If the recoverable amount of investment property – determined based on the market value of the real estate – is estimated to be lower than its carrying value, the asset's carrying value is reduced to the lower recoverable amount, recognising impairment of value in the income statement.
When there is no longer any reason for a write-down to be maintained, the carrying value of the asset (or CGU) is increased to the new value stemming from the estimate of
its recoverable amount – but not beyond the net carrying value that the asset would have had if it had not been written down for impairment of value. Reversal of impairment loss is recognised as income in the income statement.
As from 1 January 2015 the Chinese subsidiary Sabaf Appliance Components (Kunshan) Co., Ltd, which commenced its operations in the course of 2015, was consolidated using WKHIXOOOLQHE\OLQHFRQVROLGDWLRQPHWKRGXQWLO'HFHPEHUWKLVFRPSDQ\ZDV consolidated using the net equity method).
2WKHUHTXLW\LQYHVWPHQWVQRW FODVVLƓHGDVKHOGIRU VDOHDUH VWDWHGLQWKHDFFRXQWVDW cost, reduced for impairment. The original value is written back in subsequent years if the reasons for write-down cease to exist. Non-current receivables are stated at their presumed realisable value.
Inventories are measured at the lower of purchase or production cost – determined using the weighted average cost method – and the corresponding fair value represented by the replacement cost for purchased materials and by the presumed realisable YDOXHIRUƓQLVKHG DQG VHPLSURFHVVHGSURGXFWV Ŋ FDOFXODWHGWDNLQJ LQWR DFFRXQW DQ\ manufacturing costs and direct selling costs yet to be incurred. Inventory cost includes accessory costs and the portion of direct and indirect manufacturing costs that can reasonably be assigned to inventory items. Inventories subject to obsolescence and low turnover are written down in relation to their possibility of use or realisation. Inventory write-downs are eliminated in subsequent years if the reasons for such write-downs cease to exist.
Receivables are recognised at their presumed realisable value. Their face value is DGMXVWHG WR D ORZHU UHDOLVDEOH YDOXH YLD VSHFLƓF SURYLVLRQLQJ GLUHFWO\ UHGXFLQJ WKH item based on in-depth analysis of individual positions. Trade receivables assigned on a no-recourse basis, despite being transferred legally, continue to be stated with "Trade receivables" until they are collected, which is never prior to the due date. Trade receivables past due and non-recoverable assigned on a no-recourse basis are recorded under "Other current receivables"
Financial assets held for trading are measured at IDLUYDOXHDOORFDWLQJSURƓWDQGORVV HIIHFWVWRƓQDQFHLQFRPHRUH[SHQVH
Reserves for risks and contingencies are provisioned to cover losses and debts, the existence of which is certain or probable, but whose amount or date of occurrence cannot be determined at the end of the year. Provisions are stated in the statement of ƓQDQFLDOSRVLWLRQRQO\ZKHQDOHJDORULPSOLFLWREOLJDWLRQH[LVWVWKDWGHWHUPLQHVWKHXVH RIUHVRXUFHVZLWKDQLPSDFWRQSURƓWDQGORVVWRPHHWWKDWREOLJDWLRQDQGWKHDPRXQW FDQEHUHOLDEO\HVWLPDWHG,IWKHHIIHFWLV VLJQLƓFDQWWKHSURYLVLRQV DUH FDOFXODWHGE\ XSGDWLQJIXWXUHƓQDQFLDOŴRZV HVWLPDWHG DW DUDWHLQFOXGLQJWD[HV VXFK DVWRUHŴHFW FXUUHQWPDUNHWYDOXDWLRQVRIWKHFXUUHQWYDOXHRIWKHFDVKDQGVSHFLƓFULVNVDVVRFLDWHG with the liability.
TheUHVHUYHIRU,WDOLDQSRVWHPSOR\PHQWEHQHƓWREOLJDWLRQVLVSURYLVLRQHGWRFRYHUWKH entire liability accruing vis-à-vis employees in compliance with current legislation and with national and supplementary company collective labour contracts. This liability is VXEMHFWWRUHYDOXDWLRQYLDDSSOLFDWLRQRILQGLFHVƓ[HGE\FXUUHQWUHJXODWLRQV8SWR 'HFHPEHUSRVWHPSOR\PHQWEHQHƓWVZHUHFRQVLGHUHGGHƓQHGEHQHƓWSODQVDQG DFFRXQWHGIRULQFRPSOLDQFHZLWK,\$6XVLQJWKHSURMHFWHGXQLWFUHGLWPHWKRG,QWKH light of these changes, and, in particular, for companies with at least 50 employees, SRVWHPSOR\PHQWEHQHƓWVPXVWQRZEHFRQVLGHUHGDGHƓQHGEHQHƓWSODQRQO\IRUWKH portions accruing before 1 January 2007 (and not yet paid as at the balance sheet date). &RQYHUVHO\SRUWLRQVDFFUXLQJDIWHUWKDWGDWHDUHWUHDWHGDVGHƓQHGFRQWULEXWLRQSODQV \$FWXDULDOJDLQVRUORVVHVDUHUHFRUGHGLPPHGLDWHO\XQGHUŏ2WKHUWRWDOSURƓWVORVVHV Ő
Payables are recognised at face value; the portion of interest included in their face value and not yet payable at period-end is deferred to future periods.
Loans are initially recognised at cost, net of related costs of acquisition. This value is subsequently adjusted to allow for any difference between initial cost and repayment value over the loan's duration using the effective interest rate method. /RDQVDUHFODVVLƓHGDPRQJFXUUHQWOLDELOLWLHVXQOHVVWKH*URXSKDVWKHXQFRQGLWLRQDO right to defer discharge of a liability by at least 12 months after the reference date.
Receivables and payables originally expressed in foreign currencies are converted into euro at the exchange rates in force on the date of the transactions originating them. Forex differences realised upon collection of receivables and payment of payables in foreign currency are posted in the income statement. Income and costs relating to foreign-currency transactions are converted at the rate in force on the transaction date. At year-end, assets and liabilities expressed in foreign currencies, with the exception of non-current items, are posted at the spot exchange rate in force at year-end and related foreign exchange gains and losses are posted in the income statement. If conversion generates a net gain, this value constitutes a non-distributable reserve until it is effectively realised.
ThH*URXSōVEXVLQHVVLVH[SRVHGWRƓQDQFLDOULVNVUHODWLQJWRFKDQJHVLQH[FKDQJHUDWHV commodity prices and interest rates. The company uses derivative instruments (mainly forward contracts on currencies and commodity options) to hedge risks stemming from changes in foreign currencies relating to irrevocable commitments or to planned future transactions.
The Group does not use derivatives for trading purposes.
Derivatives are initially recognised at cost and are then adjusted to IDLU YDOXH on subsequent closing dates.
Changes in the IDLU YDOXH of derivatives designated and recognised as effective for KHGJLQJIXWXUHFDVKŴRZVUHODWLQJWRWKH*URXSōVFRQWUDFWXDOFRPPLWPHQWVDQGSODQQHG transactions are recognised directly in shareholders' equity, while the ineffective portion is immediately posted in the income statement. If the contractual commitments or planned transactions materialise in the recognition of assets or liabilities, when such assets or liabilities are recognised, the gains or losses on the derivative that were directly recognised in equity are factored back into the initial valuation of the cost of DFTXLVLWLRQRUFDUU\LQJYDOXHRIWKHDVVHWRUOLDELOLW)RUFDVKŴRZKHGJHVWKDWGRQRW lead to recognition of assets or liabilities, the amounts that were directly recognised in equity are included in the income statement in the same period when the contractual FRPPLWPHQW RU SODQQHG WUDQVDFWLRQ KHGJHG LPSDFWV SURƓW DQG ORVV Ŋ IRU H[DPSOH when a planned sale actually takes place.
For effective hedges of exposure to changes in IDLUYDOXH the item hedged is adjusted for the changes in fair value attributable to the risk hedged and recognised in the income statement. Gains and losses stemming from the derivative's valuation are also posted in the income statement.
Changes in the IDLU YDOXH of derivatives not designated as hedging instruments are recognised in the income statement in the period when they occur.
Hedge accounting is discontinued when the hedging instrument expires, is sold or is H[HUFLVHGRUZKHQLWQRORQJHUTXDOLƓHVDVDKHGJH\$WWKLVWLPHWKHFXPXODWLYHJDLQV or losses of the hedging instrument recognised in equity are kept in the latter until the planned transaction actually takes place. If the transaction hedged is not expected to take place, cumulative gains or losses recognised directly in equity are transferred to the year's income statement.
(PEHGGHGGHULYDWLYHVLQFOXGHGLQRWKHUƓQDQFLDOLQVWUXPHQWVRUFRQWUDFWVDUHWUHDWHG as separate derivatives when their risks and characteristics are not strictly related to those of their host contracts and the latter are not measured at fair value with posting of related gains and losses in the income statement.
Revenue is reported net of return sales, discounts, allowances and bonuses, as well as of the taxes directly associated with sale of goods and rendering of services.
6DOHVUHYHQXHLVUHSRUWHGZKHQWKHFRPSDQ\KDVWUDQVIHUUHGWKHVLJQLƓFDQWULVNVDQG rewards associated with ownership of the goods and the amount of revenue can be reliably measured.
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Finance income includes interest receivable on funds invested and income from ƓQDQFLDOLQVWUXPHQWVZKHQQRWRIIVHWDVSDUWRIKHGJLQJWUDQVDFWLRQV,QWHUHVWLQFRPH is recorded in the income statement at the time of vesting, taking effective output into consideration.
Financial H[SHQVHV LQFOXGH LQWHUHVW SD\DEOH RQ ƓQDQFLDO GHEW FDOFXODWHG XVLQJ WKH effective interest method and bank expenses.
Income taxes include all taxes calculated on the Group's taxable income. Income taxes are directly recognised in the income statement, with the exception of those concerning items directly debited or credited to shareholders' equity, in which case the tax effect is recognised directly in shareholders' equity. Other taxes not relating to income, such as property taxes, are included among operating expenses. Deferred taxes are provisioned in accordance with the global liability provisioning method. They are calculated on all temporary differences emerging between the taxable base of an asset and liability and its book value in the consolidated balance sheet, with the exception of goodwill that is not tax-deductible and of differences stemming from investments in subsidiaries for which cancellation is not envisaged in the foreseeable future. Deferred tax assets on unused tax losses and tax credits carried forward are recognised to the extent that it is probable that future taxable income will be available against which they can be recovered. Current and deferred tax assets and liabilities are offset when income taxes are levied by the same tax authority and when there is a legal right to settle on a net basis. Deferred tax assets and liabilities are measured using the tax rates that are expected to be applicable, according to the respective regulations of the countries where the Group operates, in the years when temporary differences will be realised or settled.
Dividends are posted on an accrual basis when the right to receive them materialises, i.e. when shareholders approve dividend distribution.
Treasury shares are booked as a reduction of shareholders' equity. The carrying value of treasury shares and revenues from any subsequent sales are recognised in the form of changes in shareholders' equity.
BaVLF(36LV FDOFXODWHGE\GLYLGLQJWKHSURƓWRUORVV DWWULEXWDEOHWRWKHGLUHFWSDUHQW company's shareholders by the weighted average number of ordinary shares RXWVWDQGLQJ GXULQJWKH \HDU 'LOXWHG (36 LV FDOFXODWHG E\ GLYLGLQJWKH SURƓW RU ORVV attributable to the direct parent company's shareholders by the weighted average number of shares outstanding, adjusted to take into account the effects of all potential ordinary shares with a dilutive effect.
PreSDUDWLRQ RI WKH ƓQDQFLDO VWDWHPHQWV DQG QRWHV LQ DFFRUGDQFH ZLWK IFRS requires management to make estimates and assumptions that affect the carrying values of assets and liabilities and the disclosures on contingent assets and liabilities as of the balance sheet date. Actual results might differ from these estimates. Estimates are used to measure tangible and intangible assets subject to impairment testing, as described earlier, as well as to measure credit risks, inventory obsolescence, depreciation and DPRUWLVDWLRQ DVVHW ZULWHGRZQV HPSOR\HH EHQHƓWV WD[HV DQG RWKHU SURYLVLRQV 6SHFLƓFDOO\
The procedure for determining impairment of value of tangible and intangible assets described in "Impairment of value" implies – in estimating the value of use – the use of the Business Plans of subsidiaries, which are based on a series of assumptions and hypotheses relating to future events and actions of the subsidiaries' management bodies, which may not necessarily come about. In estimating market value, however, assumptions are made on the expected trend in trading between third parties based on historical trends, which may not actually be repeated.
Credit is adjusted by the related provision for doubtful accounts to take into account its recoverable value. To determine the size of the write-downs, management must make subjective assessments based on the documentation and information available regarding, among other things, the customer's solvency, as well as experience and historical payment trends.
Warehouse inventories subject to obsolescence and slow turnover are systematically valued, and written down if their recoverable value is less than their carrying value. Write-downs are calculated based on management assumptions and estimates, resulting from experience and historical results.
7KH FXUUHQW YDOXH RI OLDELOLWLHV IRU HPSOR\HH EHQHƓWV GHSHQGV RQ D VHULHV RI IDFWRUV determined using actuarial techniques based on certain assumptions. Assumptions concern the discount rate, estimates of future salary increases, and mortality and resignation rates. Any change in the above-mentioned assumptions might have VLJQLƓFDQWHIIHFWVRQOLDELOLWLHVIRUSHQVLRQEHQHƓWV
The Group is subject to different bodies of tax legislation on income. Determining liabilities for Group taxes requires the use of management valuations in relation to transactions whose tax implications are not certain on the balance sheet date. Furthermore, the valuation of deferred taxes is based on income expectations for future years; the valuation of expected income depends on factors that might change over WLPHDQGKDYHDVLJQLƓFDQWHIIHFWRQWKHYDOXDWLRQRIGHIHUUHGWD[DVVHWV
When estimating the risk of potential liabilities from disputes, management relies on communications regarding the status of recovery procedures and disputes from the lawyers who represent the Group in litigation. These estimates are determined taking into account the gradual development of the disputes, considering existing exemptions.
Estimates and assumptions are regularly reviewed and the effects of each change LPPHGLDWHO\UHŴHFWHGLQWKHLQFRPHVWDWHPHQW
Accounting standards and amendments applicable from 1 January 2015 The following IFRS accounting standards, amendments and interpretations were DSSOLHGIRUWKHƓUVWWLPHE\WKH*URXSIURP-DQXDU\
On 20 May 2013, the interpretation IFRIC 21 – Levies was published, which clearly provides at the time of recognition of a liability related to taxes (other than income taxes) imposed by a government agency. The standard is concerned with both the liabilities for taxes within the scope of application of IAS 37 - Provisions, potential assets and liabilities, and those for taxes whose timing and amount are certain. The LQWHUSUHWDWLRQLVDSSOLHGUHWURVSHFWLYHO\IRUWKH\HDUVVWDUWLQJIURP-XQHDWWKH latest or a later date. The adoption of this new interpretation did not have any effect on WKH*URXSōVFRQVROLGDWHGƓQDQFLDOVWDWHPHQWV
On 12 December 2013, the IASB published the document "Annual Improvements to IFRSs: 2011-2013 Cycle", which includes the changes to some principles within the scope of the annual improvement process of same. The main changes involve: IFRS 3 Business Combinations – Scope exception for joint ventures; IFRS 13 Fair Value Measurement – Scope of portfolio exception (par. 52); IAS 40 Investment Properties – Interrelationship between IFRS 3 and IAS 40. The changes apply starting IURPWKHƓQDQFLDO\HDUVZKLFKEHJDQRQ-DQXDU\RUDODWHUGDWH7KHDGRSWLRQ RIWKHVH DPHQGPHQWVGLGQRWKDYH DQ\ HIIHFW RQWKH *URXSōV FRQVROLGDWHG ƓQDQFLDO statements.
On 21 November 2013 the amendment to IAS 19œ'HŵQHG%HQHŵW3ODQV(PSOR\HH Contributions" was published, which proposes to present the contributions (related only to the service provided by the employee in the year) carried out by the employees RUWKLUGSDUWLHVLQWKHGHƓQHGEHQHƓWSODQVIRUUHGXFWLRQRIWKHVHUYLFHFRVWRIWKH\HDU in which this contribution is paid. The need for this proposal arose with the introduction of the new IAS 19 (2011), where it is considered that these contributions are to be LQWHUSUHWHG DV SDUW RI D SRVWHPSOR\PHQW EHQHƓW UDWKHU WKDQ D EHQHƓW IRU D EULHI period, and, therefore, that this contribution must be spread over the employee's \HDUVRI VHUYLFH7KH FKDQJHVDSSO\ VWDUWLQJIURPWKHƓQDQFLDO\HDUVZKLFKEHJDQRQ )HEUXDU\RUDODWHUGDWH7KHGLUHFWRUVGRQRWH[SHFWDVLJQLƓFDQWHIIHFWRQWKH *URXSōVFRQVROLGDWHGƓQDQFLDOVWDWHPHQWVWKURXJKWKHDGRSWLRQRIWKHVHFKDQJHV
On 12 December 2013, the document "Annual Improvements to IFRSs: 2010-2012 Cycle" was published, which includes the changes to some principles within the scope of the annual improvement process of same. The main changes involve: IFRS 2 Share Based PaymentsŎ'HŵQLWLRQRIYHVWLQJFRQGLWLRQ IFRS 3 Business Combination – Accounting for contingent consideration,IFRS 8Operating segments – Aggregation of operating segments/Reconciliation of total of the reportable segments' assets to the entity's assets, IFRS 13 Fair Value Measurement – Short-term receivables and payables, IAS 16 Property, plant and equipment and IAS 38 Intangible Assets – Revaluation method: proportionate restatement of accumulated depreciation/ amortisation, IAS 24 Related Parties Disclosures – Key management personnel. The FKDQJHVDSSO\VWDUWLQJIURPWKHƓQDQFLDO\HDUVZKLFKEHJDQRQ)HEUXDU\RUD ODWHUGDWH7KHGLUHFWRUVGRQRWH[SHFWDVLJQLƓFDQWHIIHFWRQWKH*URXSōVFRQVROLGDWHG ƓQDQFLDOVWDWHPHQWVWKURXJKWKHDGRSWLRQRIWKHVHFKDQJHV
2Q0D\WKHIASB issued some amendments to the standard IFRS 11 "Joint Arrangements – Accounting for acquisitions of interests in joint operations" related to the accounting of the acquisition of equity interests in a joint operation whose activity consists of a business within the meaning of IFRS 3 7KHPRGLƓFDWLRQVUHTXLUHWKDW the standards set forth in IFRS 3 related to the recognition of the effects of a business combination are applied for these cases. The changes apply from 1 January 2016, but early application is permitted. At the present time, these cases are not applicable for the Group, since there are no joint operations.
2Q 0D\ WKH IASB issued some amendments to IAS 16 "Property, plant and Equipment" and to IAS 38 Intangible Assets – œ&ODULŵFDWLRQ RI DFFHSWDEOH methods of depreciation and amortisation". The changes to IAS 16 establish that the determining depreciation and amortisation criteria based on the revenues are not appropriate, since, according to the amendment, the revenues generated by an activity WKDW LQFOXGHV WKH DFWLYLW\ VXEMHFW WR GHSUHFLDWLRQ DQG DPRUWLVDWLRQ JHQHUDOO\ UHŴHFW IDFWRUVRWKHUWKDQRQO\FRQVXPSWLRQRIWKHHFRQRPLFEHQHƓWVRIWKHDFWLYLW\LWVHOI7KH changes to IAS 38 introduce a rebuttable presumption, according to which a depreciation and amortisation criterion based on revenues is considered to be an inappropriate UHJXODWLRQIRUWKHVDPHUHDVRQVHVWDEOLVKHGE\WKHPRGLƓFDWLRQVLQWURGXFHGWRIAS 16. In the case of the intangible assets this presumption can however be overcome, but only LQOLPLWHGDQGVSHFLƓFFLUFXPVWDQFHV7KHFKDQJHVDSSO\IURP-DQXDU\EXWHDUO\ DSSOLFDWLRQLVSHUPLWWHG7KHGLUHFWRUVGRQRWH[SHFWDVLJQLƓFDQWHIIHFWRQWKH*URXSōV FRQVROLGDWHGƓQDQFLDOVWDWHPHQWVWKURXJKWKHDGRSWLRQRIWKHVHFKDQJHV
2Q6HSWHPEHUWKHIASB published the document "Annual Improvements to IFRSs: 2012-2014 Cycle". The changes introduced by the document apply as from the ƓQDQFLDO\HDUVZKLFKEHJLQRQ-DQXDU\RUDODWHUGDWH7KHGRFXPHQWLQWURGXFHV changes to the following standards:
IFRS 5 – Non-current Assets Held for Sale and Discontinued Operations.
IFRS 7 – Financial instruments: Disclosure.
IAS 19Ŋ(PSOR\HH%HQHƓWV
IAS 34 – Interim Financial Reporting.
7KHGLUHFWRUVGRQRW H[SHFW D VLJQLƓFDQW HIIHFWRQWKH*URXSōV FRQVROLGDWHGƓQDQFLDO statements through the adoption of these changes.
2Q'HFHPEHUWKHIASB issued an amendment to IAS 1 – Disclosure Initiative. 7KH REMHFWLYH RI WKH FKDQJHV LV WR SURYLGH FODULƓFDWLRQ ZLWK UHJDUG WR HOHPHQWV RI information which could be perceived as impediments to a clear and intelligible SUHSDUDWLRQRIWKHƓQDQFLDOVWDWHPHQWV7KHIROORZLQJFKDQJHVZHUHPDGH
7KHFKDQJHVLQWURGXFHGE\WKHGRFXPHQWDSSO\VWDUWLQJIURPWKHƓQDQFLDO\HDUVZKLFK EHJLQRQ-DQXDU\RUDODWHUGDWH7KHGLUHFWRUVGRQRWH[SHFWDVLJQLƓFDQWHIIHFWRQ WKH*URXSōVFRQVROLGDWHGƓQDQFLDOVWDWHPHQWVWKURXJKWKHDGRSWLRQRIWKHVHFKDQJHV
2QWKHUHIHUHQFHGDWHRIWKHVHFRQVROLGDWHGƓQDQFLDOVWDWHPHQWVWKHFRPSHWHQWERGLHV of the European Union have not yet concluded the approval process necessary for the adoption of the amendments and principles described below.
2Q-DQXDU\WKHIASB published the standard IFRS 14 – Regulatory Deferral Accounts, which consents the recognition of the amounts related to the activities subject to regulated rates ("Rate Regulation Activities") according to the preceding accounting standards adopted only to those that adopt the IFRSIRUWKHƓUVWWLPH6LQFHWKH*URXS ZDVQRWDƓUVWWLPHDGRSWHUWKLVVWDQGDUGLVQRWDSSOLFDEOH
2Q0D\WKHIASB published the standard IFRS 15 - Revenue from Contracts with Customers, which will replace IAS 18 - Revenue and IAS 11 - Construction Contracts, as well as interpretations IFRIC 13 - Customer Loyalty Programmes, IFRIC 15 - Agreements for the Construction of Real Estate, IFRIC 18 - Transfers of Assets from Customers and SIC 31 - Revenues-Barter Transactions Involving Advertising Services. The new revenue recognition model will apply to all contracts signed with customers except for those which come under the scope of application of other IAS/ IFRS SULQFLSOHV VXFK DV OHDVLQJ LQVXUDQFH FRQWUDFWV DQG ƓQDQFLDO LQVWUXPHQWV 7KH fundamental passages for the recognition of revenues according to the new model are:
7KHSULQFLSOHDSSOLHVIURP-DQXDU\EXWHDUO\DSSOLFDWLRQLVSHUPLWWHG\$OWKRXJK 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 FDQ KDYH D VLJQLƓFDQW LPSDFW RQ WKH DPRXQWV UHFRUGHG IRUWKHUHYHQXHVDQGRQWKHUHODWHGGLVFORVXUHVLQWKH*URXSōV FRQVROLGDWHGƓQDQFLDO statements.
2Q-XO\WKHIASBSXEOLVKHGWKHƓQDOYHUVLRQRIIFRS 9 – Financial instruments. 7KH GRFXPHQW LQFOXGHV WKH UHVXOWV RI WKH SKDVHV UHODWLQJ WR WKH FODVVLƓFDWLRQ DQG valuation, impairment and hedge accounting of the IASB project designed to replace IAS 39. The new standard, which replaces the previous versions of IFRS 9, should be DSSOLHGE\ƓQDQFLDOVWDWHPHQWVIURP-DQXDU\RQZDUGV
On 13 January 2016, the IASB published the standard IFRS 16 – Leases, which will replace the standard IAS 17 – Leases, as well as interpretations IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases - Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease.
7KHQHZVWDQGDUGSURYLGHVDQHZGHƓQLWLRQRIOHDVHDQGLQWURGXFHVDFULWHULRQEDVHGRQ the control (right of use) of an asset in order to distinguish the leasing contracts from the VHUYLFHFRQWUDFWVLGHQWLI\LQJWKHGLVFULPLQDWRU\RQHVWKHLGHQWLƓFDWLRQRIWKHDVVHWWKH right of replacement of the same, the right to obtain substantially all of the economic EHQHƓWVGHULYLQJIURPWKHXVHRIWKHDVVHWDQGWKHULJKWWRGLUHFWWKHXVHRIWKHDVVHW underlying the contract.
7KHVWDQGDUGDSSOLHVIURP-DQXDU\EXWHDUO\DSSOLFDWLRQLVSHUPLWWHGRQO\IRU the companies that have applied IFRS 15 - Revenue from Contracts with Customers at an early date. The directors do not expect that the application of IFRS 16 can have D VLJQLƓFDQW LPSDFW RQ WKH DFFRXQWLQJ RI WKH OHDVLQJ FRQWUDFWV DQG RQ WKH UHODWHG GLVFORVXUHVLQWKH*URXSōVFRQVROLGDWHGƓQDQFLDOVWDWHPHQWV+RZHYHULWLVQRWSRVVLEOH to provide a reasonable estimate of the effect as long as the Group has not completed a detailed analysis of the related contract.
2Q6HSWHPEHUWKHIASB published the amendment to IFRS 10 and IAS 28 – Sales or Contribution of Assets between an Investor and its Associate or Joint Venture. 7KHGRFXPHQWZDVSXEOLVKHGIRUWKHSXUSRVHRIUHVROYLQJWKHFXUUHQWFRQŴLFW EHWZHHQ,\$6 DQG,)56\$WWKHSUHVHQWWLPHWKLV FDVHLVQRW DSSOLFDEOHIRUWKH Group.
| PROPERTY | PLANT AND EQUIPMENT |
OTHER ASSETS | ASSETS UNDER CONSTRUCTION |
TOTAL | |
|---|---|---|---|---|---|
| COST | |||||
| AT 31 DECEMBER 2013 | 51,886 | 163,906 | 33,326 | 1,941 | 251,059 |
| Increases | 78 | 2,349 | |||
| Disposals | - | (1,211) | (34) | - | |
| 4GENCUUKƂECVKQPU | 6 | 711 | 206 | (936) | |
| Forex differences | 207 | 186 | 44 | 2 | 439 |
| AT 31 DECEMBER 2014 | 52,177 | 168,178 | 35,891 | 3,850 | 260,096 |
| Increases | 119 | ||||
| Disposals | - | (1,173) | (93) | (14) | (1,280) |
| Var. areas of consolidation | - | 112 | 160 | - | 272 |
| 4GENCUUKƂECVKQPU | - | (2,899) | (44) | ||
| Forex differences | (1,071) | (1,912) | (667) | (13) | (3,663) |
| AT 31 DECEMBER 2015 | 51,225 | 176,529 | 37,149 | 2,059 | 266,962 |
| ACCUMULATED DEPRECIATION AND AMORTISATION | |||||
| AT 31 DECEMBER 2013 | 12,703 | 134,603 | 28,052 | 175,358 | |
| Depreciation for the year | 7,417 | 2,399 | - | 11,274 | |
| Eliminations for disposals | - | (36) | - | (1,161) | |
| 4GENCUUKƂECVKQPU | 6 | 76 | - | 67 | |
| Forex differences | 11 | 12 | - | ||
| AT 31 DECEMBER 2014 | 14,178 | 140,932 | 30,503 | 185,613 | |
| Depreciation for the year | 7,277 | 2,421 | - | 11,148 | |
| Eliminations for disposals | - | (1,101) | (108) | - | (1,209) |
| Var. areas of consolidation | - | 1 | 20 | - | 21 |
| 4GENCUUKƂECVKQPU | 20 | - | 60 | ||
| Forex differences | (163) | (460) | - | (1,708) | |
| AT 31 DECEMBER 2015 | 15,470 | 146,059 | 32,396 | 193,925 | |
| NET CARRYING VALUE | |||||
| AT 31 DECEMBER 2015 | 35,755 | 30,470 | 4,753 | 2,059 | 73,037 |
| AT 31 DECEMBER 2014 | 37,999 | 27,246 | 5,388 | 3,850 | 74,483 |
The breakdown of the net carrying value of Property was as follows:
| 31.12.2015 | 31.12.2014 | CHANGE | |
|---|---|---|---|
| Land | 6,624 | 6,900 | (276) |
| Industrial buildings | 29,131 | 31,099 | (1,968) |
| TOTAL | 35,755 | 37,999 | (2,244) |
7KH QHW FDUU\LQJ YDOXH RI LQGXVWULDO SURSHUW\ LQFOXGHV DQ DPRXQW RI Ş ŞDW'HFHPEHU UHODWLQJWRLQGXVWULDOEXLOGLQJVKHOGXQGHUƓQDQFH leases.
The main investments in the year aimed at increasing production capacity and the further automation of production of light alloy valves. The machinery necessary for the production launch in China was produced and production capacity at the Turkish plant was also further increased. Investments were also made to improve production processes - including the purchase of new alcohol washing facilities - and investments were made in maintenance and replacement, designed to keep the capital equipment constantly updated. Decreases mainly relate to the disposal of machinery no longer in use. Assets under construction include machinery under construction and advance payments to suppliers of capital equipment.
At 31 December 2015, the Group found no endogenous or exogenous indicators of impairment of its property, plant and equipment. As a result, the value of property, plant and equipment was not submitted to impairment testing.
| COST | |
|---|---|
| AT 31 DECEMBER 2013 | 13,257 |
| Increases | - |
| Disposals | - |
| AT 31 DECEMBER 2014 | 13,257 |
| Increases | - |
| Disposals | (121) |
| AT 31 DECEMBER 2015 | 13,136 |
| AT 31 DECEMBER 2013 | 5,583 |
|---|---|
| Depreciation for the year | 446 |
| Eliminations for disposals | - |
| AT 31 DECEMBER 2014 | 6,029 |
| Depreciation for the year | 442 |
| Eliminations for disposals | (47) |
| AT 31 DECEMBER 2015 | 6,424 |
| NET CARRYING VALUE | |
|---|---|
| AT 31 DECEMBER 2015 | 6,712 |
| AT 31 DECEMBER 2014 | 7,228 |
This item includes non-operating buildings owned by the Group: these are mainly properties for residential use held for rental or sale.
impairment of its investment property. As a result, the value of property, plant and equipment was not submitted to LPSDLUPHQWWHVWLQJ
At 31 December 2015, the Group found no endogenous or exogenous indicators of
| GOODWILL | PATENTS, SOFTWARE AND KNOW-HOW |
DEVELOPMENT COSTS |
OTHER INTANGIBLE ASSETS |
TOTAL | |
|---|---|---|---|---|---|
| COST | |||||
| AT 31 DECEMBER 2013 | 9,008 | 5,877 | 3,834 | 592 | 19,311 |
| Increases | - | 103 | 484 | 639 | |
| 4GENCUUKƂECVKQPU | - | - | - | - | - |
| Decreases | - | - | - | - | - |
| Forex differences | - | - | - | - | - |
| AT 31 DECEMBER 2014 | 9,008 | 5,980 | 4,318 | 644 | 19,950 |
| Increases | - | 193 | 414 | 762 | |
| 4GENCUUKƂECVKQPU | - | 66 | (47) | - | 19 |
| Decreases | - | - | - | - | - |
| Forex differences | - | (8) | - | - | (8) |
| AT 31 DECEMBER 2015 | 9,008 | 6,231 | 4,685 | 799 | 20,723 |
| AT 31 DECEMBER 2013 | 4,563 | 5,320 | 1,668 | 470 | 12,021 |
|---|---|---|---|---|---|
| Amortisation 2014 | - | 208 | 343 | 19 | |
| Decreases | - | - | - | - | - |
| Forex differences | - | - | - | - | - |
| AT 31 DECEMBER 2014 | 4,563 | 5,528 | 2,011 | 489 | 12,591 |
| #OQTVKUCVKQP |
- | 209 | 336 | 67 | 612 |
| Decreases | - | - | - | - | - |
| Forex differences | - | - | - | ||
| AT 31 DECEMBER 2015 | 4,563 | 5,732 | 2,347 | 556 | 13,198 |
| NET CARRYING VALUE | |||||
|---|---|---|---|---|---|
| AT 31 DECEMBER 2015 | 4,445 | 499 | 2,338 | 243 | 7,525 |
| AT 31 DECEMBER 2014 | 4,445 | 452 | 2,307 | 155 | 7,359 |
7KH*URXSYHULƓHVWKHDELOLW\WRUHFRYHUJRRGZLOODWOHDVWRQFHD\HDURUPRUHIUHTXHQWO\ if there are indications of value impairment. Recoverable value is determined through YDOXHRIXVHE\GLVFRXQWLQJH[SHFWHGFDVKŴRZV*RRGZLOOERRNHGLQWKHEDODQFHVKHHW mainly arises from the acquisition of Faringosi Hinges S.r.l. and is allocated to the "Hinges" CGU (cash generating unit).
In the course of 2015 the CGU Hinges achieved better net results compared with the SUHYLRXV\HDULQWHUPVRIERWKWKHGHYHORSPHQWRIVDOHVDQGSURƓWDELOLW\ZKLFKWXUQHG RXWWREHODUJHO\SRVLWLYHDQGJUHDWHUWKDQWKHEXGJHW7KH&*8KDVEHQHƓWHG IURP WKH LQLWLDWLYHV XQGHUWDNHQ DLPHG DW LQFUHDVLQJ RSHUDWLYH HIƓFLHQF\ IURP WKH commencement of the sales of special products and from the strengthening of the dollar, into which around 30% of the turnover is divided.
The forward plan 2016-2020, drafted at the end of 2015, plans a further gradual LPSURYHPHQWRIVDOHVDQGSURƓWDELOLW\WREHFRQVLGHUHGDVVXVWDLQDEO\SXUFKDVHGDOVR going forward. At 31 December 2015, the Group tested the carrying value of its CGU Hinges for impairment, determining its recoverable value, considered to be equivalent WRLWVXVDEOHYDOXHE\GLVFRXQWLQJH[SHFWHGIXWXUHFDVKŴRZLQWKHIRUZDUGSODQGUDIWHG E\WKHPDQDJHPHQW&DVKŴRZVIRUWKHSHULRGZHUHDXJPHQWHGE\WKHVR FDOOHGWHUPLQDOYDOXHZKLFKH[SUHVVHVWKHRSHUDWLQJŴRZVWKDWWKH&*8LVH[SHFWHGWR JHQHUDWHIURPWKHVL[WK\HDUWRLQƓQLW\DQGGHWHUPLQHGEDVHGRQWKHSHUSHWXDOLQFRPH 7KHYDOXHRIXVHZDVFDOFXODWHGEDVHGRQDGLVFRXQWUDWH:\$&& RILQ WKHLPSDLUPHQWWHVWFRQGXFWHGZKLOHGUDIWLQJWKHVHSDUDWHƓQDQFLDOVWDWHPHQWVDW December 2015) and a growth rate (g) of 1.50%, which is in line with historical data.
The recoverable value calculated on the basis of the above-mentioned valuation DVVXPSWLRQVDQGWHFKQLTXHVLVŞPLOOLRQFRPSDUHGZLWKDFDUU\LQJYDOXHRIWKH assets allocated to the CGU Hinges of €7,203 million; consequently, the value recorded for goodwill at 31 December 2015 was deemed recoverable.
7KHSHUIRUPDQFHRIVDOHVSURƓWDELOLW\DQGRUGHUVLQWKHƓUVWPRQWKVRIFRQƓUPV the positive trend on which the development of the plan is based.
The table below shows the changes in recoverable value depending on changes in the WACC discount rate and growth factor g:
| IN THOUSANDS OF EURO | GROWTH RATE | ||||
|---|---|---|---|---|---|
| DISCOUNT RATE | 1.00% | 1.25% | 1.50% | 1.75% | 2.00% |
| 7.45% | 12,921 | 13,337 | 13,788 | 14,279 | |
| 7.95% | 11,969 | 12,320 | 12,698 | 13,106 | |
| 8.45% | 11,144 | 11,443 | 11,764 | 12,108 | 12,480 |
| 8.95% | 10,424 | 10,681 | 11,249 | ||
| 9.45% | 9,788 | 10,012 | 10,249 | 10,771 |
Software investments include the extension of the application area and the companies covered by the Group's management system (SAP) and the realisation of the new website.
The main investments in the year related to the development of new products, including various versions of special burners and a new model of light-alloy kitchen valves for the Brazilian market (research and development activities conducted over the year are set out in the Report on Operations).
| 31.12.2014 | PURCHASES OF PARTICIPATIONS |
CHANGES IN THE CONSOLIDATION METHOD |
31.12.2015 | |
|---|---|---|---|---|
| Sabaf Appliance Components (Kunshan) | 796 | - | (796) | - |
| Sabaf US | 139 | - | - | 139 |
| Other shareholdings | 39 | 26 | - | |
| TOTAL | 974 | 26 | (796) | 204 |
\$WWKHVWDUWRIWKHVHFRQVROLGDWHGƓQDQFLDOVWDWHPHQWVWKHVXEVLGLDU\6DEDI\$SSOLDQFH Component Kunshan is consolidated using the full line-by-line consolidation method rather than the net equity method.
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.
,QWKHFRXUVHRIWKH\HDUDSDUWLFLSDWLRQFRUUHVSRQGLQJWRRIWKHVKDUHFDSLWDO in the public-private limited liability consortium CSMT GESTIONE s.c.a.r.l. in the amount of 25,000 euros was acquired. The participation in the CSMT permits the Sabaf Group to have access to a pool of technical competences that derive from the collaboration between universities, research centres and companies and to participate in technological innovation projects.
| 31.12.2015 | 31.12.2014 | CHANGE | |
|---|---|---|---|
| Tax receivables | (123) | ||
| Guarantee deposits | 9 | 26 | |
| Other | 2 | 2 | - |
| TOTAL | 432 | 529 | (97) |
Tax receivables relate to indirect taxes expected to be recovered after 2016.
| 31.12.2015 | 31.12.2014 | CHANGE | |
|---|---|---|---|
| Commodities | 10,407 | 10,497 | (90) |
| Semi-processed goods | 209 | ||
| Finished products | 12,141 | 14 | |
| Obsolescence provision | (2,117) | (2,219) | 102 |
| TOTAL | 31,009 | 30,774 | 235 |
7KHYDOXHRIƓQDOLQYHQWRULHVDW'HFHPEHUUHPDLQHGVXEVWDQWLDOO\XQFKDQJHGFRPSDUHGZLWKWKHHQGRIWKHSUHYLRXV\HDU7KHREVROHVFHQFHSURYLVLRQUHŴHFWVWKHLPSURYHG HVWLPDWHRIWKHREVROHVFHQFHULVNEDVHGRQVSHFLƓFDQDO\VHVFRQGXFWHGDWWKHHQGRIWKH\HDURQVORZPRYLQJDQGQRQPRYLQJSURGXFWV
The geographical breakdown of trade receivables was as follows:
| 31.12.2015 | 31.12.2014 | CHANGE | |
|---|---|---|---|
| Italy | 17,214 | (623) | |
| Western Europe | 1,746 | 3,106 | (1,360) |
| Eastern Europe and Turkey | 9,668 | 1,073 | |
| Asia and Oceania | |||
| South America | 4,481 | 3,247 | 1,234 |
| Middle East and Africa | 4,412 | (273) | |
| North America and Mexico | 2,666 | 1,783 | 883 |
| GROSS TOTAL | 41,439 | 41,190 | 249 |
| Provision for doubtful accounts | (1,014) | (669) | |
| NET TOTAL | 40,425 | 40,521 | (96) |
At 31 December 2015, trade receivables included balances totalling approximately USD 5,023,000, booked at the EUR/USD exchange rate in effect on 31 December 2015, i.e. 7KHDPRXQWRIWUDGHUHFHLYDEOHVUHFRJQLVHGLQDFFRXQWVLQFOXGHVŞPLOOLRQ RIUHFHLYDEOHVDVVLJQHGRQDQRUHFRXUVHEDVLVŞPLOOLRQDW'HFHPEHU DQG DSSUR[LPDWHO\ŞPLOOLRQLQLQVXUHGFUHGLWVŞPLOOLRQDW'HFHPEHU 7KH SURYLVLRQIRUGRXEWIXODFFRXQWVZDVLQFUHDVHGGXULQJWKHƓQDQFLDO\HDUE\Ş mainly following the deterioration of the situation of an Italian customer.
| 31.12.2015 | 31.12.2014 | CHANGE | |
|---|---|---|---|
| Current receivables (not past due) | 212 | ||
| Outstanding up to 30 days | 2,498 | 2,200 | 298 |
| Outstanding from 31 to 60 days | 932 | (362) | |
| Outstanding from 61 to 90 days | 812 | ||
| Outstanding for more than 90 days | 2,062 | 2,266 | (204) |
| TOTAL | 41,439 | 41,190 | 249 |
| 31.12.2015 | 31.12.2014 | CHANGE | |
|---|---|---|---|
| From Giuseppe Saleri SapA for IRES | 1,204 | 1,262 | |
| From inland revenue for VAT | 70 | 464 | (394) |
| From inland revenue for IRAP | 614 | - | 614 |
| Other tax receivables | 601 | 664 | (63) |
| TOTAL | 2,489 | 2,390 | 99 |
6LQFH WKH ,WDOLDQ FRPSDQLHV RI WKH *URXS KDYH EHHQ SDUW RI WKH QDWLRQDO WD[ FRQVROLGDWLRQVFKHPHSXUVXDQWWR\$UWLFOHVRIWKH8QLƓHG,QFRPH7D[/DZ7KLV option was renewed in 2013 for another three years. In this scheme, Giuseppe Saleri S.a.p.A., the parent company of Sabaf S.p.A., acts as the consolidating company.
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 refer to receivables in respect of indirect Brazilian and Turkish taxes.
At 31 December 2015 the receivable from Giuseppe Saleri S.a.p.A. includes, at Ş WKHUHFHLYDEOH IURP WKH IXOO GHGXFWLELOLW\ RI ,5\$3 IURP ,5(6UHODWLQJ WR the expenses incurred for employees for the period 2006-2011 (Legislative Decree
| 31.12.2015 | 31.12.2014 | CHANGE | |
|---|---|---|---|
| Credits to be received from suppliers | 311 | ||
| Advances to suppliers | 170 | 93 | 77 |
| Other | 412 | 691 | (279) |
| TOTAL | 1,447 | 1,095 | 352 |
\$W'HFHPEHU&UHGLWVWREHUHFHLYHGIURPVXSSOLHUVLQFOXGHGŞUHODWHGWRWKHUHOLHIGXHWRWKHSDUHQWFRPSDQ\DVDQHQHUJ\LQWHQVLYHEXVLQHVVVRFDOOHGŏHQHUJ\ LQWHQVLYHERQXVHVŐ IRUWKH\HDUVDQG
| 31.12.2015 | 31.12.2014 | CHANGE | |
|---|---|---|---|
| Derivative instruments on interest rates | 69 | - | 69 |
| TOTAL | 69 | 0 | 69 |
\$W'HFHPEHUWKLVLWHPLQFOXGHVWKHSRVLWLYHIDLUYDOXHRID86'IRUZDUGVDOHFRQWUDFWPDWXULQJDW'HFHPEHU
Cash and cashHTXLYDOHQWVZKLFKDPRXQWHGWRŞDW'HFHPEHUŞDW'HFHPEHU FRQVLVWHGRIEDQNFXUUHQWDFFRXQWEDODQFHVRIDSSUR[LPDWHO\ ŞPLOOLRQDQGVLJKWGHSRVLWVRIDSSUR[LPDWHO\ŞPLOOLRQ
The parent comSDQ\ōVVKDUHFDSLWDOFRQVLVWVRIVKDUHVZLWKDSDUYDOXHRI €1.00 each. The share capital paid in and subscribed did not change during the year.
DXULQJWKHƓQDQFLDO\HDU6DEDI6S\$DFTXLUHGWUHDVXU\ VKDUHVDWDQDYHUDJH unit price of €11.675; there have been no sales.
\$W'HFHPEHUWKHSDUHQWFRPSDQ\6DEDI6S\$KHOGWUHDVXU\VKDUHV HTXDOWRRIVKDUHFDSLWDOWUHDVXU\VKDUHVDW'HFHPEHU UHSRUWHG LQWKHƓQDQFLDOVWDWHPHQWVDVDQDGMXVWPHQWWRVKDUHKROGHUVōHTXLW\DWDXQLWYDOXHRI ŞWKHPDUNHWYDOXHDW\HDUHQGZDVŞ
7KHUHZHUHRXWVWDQGLQJVKDUHVDW'HFHPEHUDW 'HFHPEHU
| 31.12.2015 | 31.12.2014 | |||
|---|---|---|---|---|
| CURRENT | NON CURRENT |
CURRENT | NON CURRENT |
|
| Property leasing | 142 | 138 | 1,898 | |
| Property mortgages |
934 | - | 924 | |
| Unsecured loans | 2,707 | 4,632 | 2,660 | 7,340 |
| Short-term bank loans |
13,666 | - | 9,647 | - |
| Advances on bank receipts or invoices |
- | 6,203 | - | |
| Interest payable | 43 | - | 41 | - |
| TOTAL | 23,480 | 6,388 | 19,613 | 10,173 |
\$OORXWVWDQGLQJEDQNORDQVDUHGHQRPLQDWHGLQHXURDWDŴRDWLQJUDWHOLQNHGWRWKH Euribor, with the exception of a short-term loan of USD 1.3 million and a short-term loan of 1.5 million Turkish lira.
The loans are not bound by contractual provisions (FRYHQDQWV).
1RWHSURYLGHVLQIRUPDWLRQRQƓQDQFLDOULVNVSXUVXDQWWR IFRS 7.
| 31.12.2015 | 31.12.2014 | CHANGE | |
|---|---|---|---|
| Derivative instruments on foreign exchange rates |
17 | (88) | |
| Derivative instruments on interest rates |
14 | - | 14 |
| TOTAL | 31 | 105 | (74) |
At 31 December 2015, this item included:
| 31.12.2015 | 31.12.2014 | |
|---|---|---|
| LIABILITIES AT 1 JANUARY |
3,028 | 2,845 |
| Financial expenses | 40 | |
| Amounts paid out | ||
| Actuarial gains and losses | (49) | 283 |
| LIABILITIES AT 31 DECEMBER |
2,914 | 3,028 |
Following the revision of IAS 19 - (PSOR\HHEHQHŵWV, from 1 January 2013 all actuarial gains or losses are recorded immediately in the comprehensive income statement (œ2WKHUFRPSUHKHQVLYHLQFRPHŔ) under the item "Actuarial income and losses".
3RVWHPSOR\PHQWEHQHƓWVDUHFDOFXODWHGDVIROORZV
| FINANCIAL ASSUMPTIONS | 31.12. 2015 | 31.12.2014 |
|---|---|---|
| Discount rate | 1.60% | 1.40% |
| +PƃCVKQP | 2.00% | 2.00% |
| DEMOGRAPHIC THEORY |
31.12. 2015 | 31.12.2014 |
|---|---|---|
| Mortality rate | ISTAT 2010 M/F | ISTAT 2010 M/F |
| Disability rate | INPS 1998 M/F | INPS 1998 M/F |
| Staff turnover | 6% per year of all ages | 6% per year of all ages |
| Advance payouts | RGT [GCT |
RGT [GCT |
| Retirement age | pursuant to legislation in force QP &GEGODGT |
pursuant to legislation in force on 31 December 2014 |
\$FFRUGLQJWRDUWLFOHRI IAS 19ZKLFKUHODWHVWRWKHGHƓQLWLRQRIDFWXDULDODVVXPSWLRQV DQG VSHFLƓFDOO\WKHGLVFRXQWUDWHWKHVH VKRXOGEHGHWHUPLQHGZLWKUHIHUHQFHWRWKH yields on high-quality corporate bonds, i.e. those with low credit risk. With reference to WKHGHƓQLWLRQRIŏ,QYHVWPHQW*UDGHŐVHFXULWLHVIRUZKLFKDVHFXULW\LVGHƓQHGDVVXFKLI it has a rating equal to or higher than BBB from S&P or Baa2 from Moody's, only bonds issued from corporate issuers rated "AA" were considered, on the assumption that this FDWHJRU\LGHQWLƓHVDKLJKUDWLQJOHYHOZLWKLQDOOLQYHVWPHQWJUDGHVHFXULWLHVDQGWKHUHE\ excludes the riskiest securities. Given that IAS 19 does not make explicit reference to D VSHFLƓF VHFWRURILQGXVWU\LWZDVGHFLGHGWRDGRSWD ŏFRPSRVLWH" market curve that summarised the market conditions existing on the date of valuation of securities issued E\FRPSDQLHVRSHUDWLQJLQGLIIHUHQWVHFWRUVLQFOXGLQJWKHXWLOLWLHVWHOHSKRQHƓQDQFLDO banking and industrial sectors. For the geographical area, the calculation was made with reference to the euro zone.
| 31.12.2014 | PROVISIONS | UTILIZATION | RELEASE OF EXCESS |
EXCHANGE RATE DIFFERENCES |
31.12.2015 | |
|---|---|---|---|---|---|---|
| Reserve for agents' indemnities |
31 | - | (69) | - | 297 | |
| Product guarantee fund | 160 | 8 | (108) | - | - | 60 |
| Reserve for legal risks | 111 | 10 | (1) | (70) | (12) | 38 |
| TOTAL | 606 | 49 | (109) | (139) | (12) | 385 |
The reserve for agents' indemnities covers amounts payable to agents if the Group terminates the agency relationship.
year for payments made to settle several outstanding disputes.
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 timediscounted because the effect is considered negligible.
The product warranty reserve covers the risk of returns or charges by customers for
products already sold. The fund was adjusted at the end of the year, on the basis of analyses conducted and past experience.
The reserve for legal risks, set aside for moderate disputes, was partly utilized during the
The geographical breakdown of trade payables was as follows:
| 31.12.2015 | 31.12.2014 | CHANGE | |
|---|---|---|---|
| Italy | 26 | ||
| Western Europe | 2,897 | (2) | |
| Eastern Europe and Turkey | 360 | 291 | |
| Asia | (43) | ||
| South America | 184 | (71) | |
| Middle East and Africa | 11 | - | 11 |
| North America and Mexico | 1 | 91 | (90) |
| TOTAL | 19,450 | 19,328 | 122 |
\$YHUDJHSD\PHQWWHUPVGLGQRWFKDQJHYHUVXVWKHSUHYLRXV\HDU\$W'HFHPEHUWKHUHZHUHQRRYHUGXHSD\DEOHVRIDVLJQLƓFDQWDPRXQWDQGWKH*URXSKDGQRWUHFHLYHGDQ\ injunctions for overdue payables.
| 31.12.2015 | 31.12.2014 | CHANGE | |
|---|---|---|---|
| To Giuseppe Saleri SapA for income tax |
(1,418) | ||
| Withholding taxes | 844 | 712 | 132 |
| From inland revenue for IRAP |
- | 47 | (47) |
| Other tax payables | 218 | 119 | 99 |
| TOTAL | 1,219 | 2,453 | (1,234) |
The payable to Giuseppe Saleri SapA relates to the balance of income tax transferred by the Group's Italian companies to the parent company as part of the tax consolidation agreement in place. The other tax payables mainly refer to loans for income tax payables of the Group's foreign companies.
| 31.12.2015 | 31.12.2014 | CHANGE | |
|---|---|---|---|
| Due to employees | 4,032 | 4,160 | (128) |
| To social security institutions |
2,022 | 2,290 | (268) |
| Due to agents | 317 | 342 | |
| Prepayments from customers |
103 | 279 | (176) |
| Other current payables |
63 | 84 | (21) |
| TOTAL | 6,538 | 7,155 | (617) |
At the beginning of 2016, payables due to employees and social security institutions were paid in accordance with the scheduled expiry dates.
| 31.12.2015 | 31.12.2014 | |
|---|---|---|
| Deferred tax assets | 4,887 | |
| Deferred tax liabilities | 772 | (692) |
| NET POSITION | 4,115 | 4,887 |
The table below analyses the nature of the temporary differences that determine the recognition of deferred tax liabilities and assets and their movements during the year and the previous year.
| Depreciation and amortisations and leasing |
Provisions and value adjustments |
Fair value of derivative instruments |
Good will | Tax incentives |
Actuarial post employment EHQHƓWUHVHUYH evaluation |
Other temporary differences |
TOTAL | |
|---|---|---|---|---|---|---|---|---|
| AT 31 DECEMBER 2013 | (67) | 1,453 | 5 | 1,993 | 1,156 | 155 | 244 | 4,939 |
| Income statement | 11 | (286) | 29 | - | 77 | - | (9) | (178) |
| 5JCTGJQNFGTUo GSWKV[ |
- | - | - | - | 78 | - | 73 | |
| Forex differences | (2) | 2 | - | - | - | 1 | ||
| AT 31 DECEMBER 2014 | (58) | 1,169 | 29 | 1,993 | 1,285 | 233 | 236 | 4,887 |
| Income statement | 28 | (43) | (222) | (318) | (33) | 112 | (611) | |
| 5JCTGJQNFGTUo GSWKV[ |
- | - | - | - | - | - | - | - |
| Forex differences | 4 | (20) | - | - | (124) | - | (21) | (161) |
| AT 31 DECEMBER 2015 | (26) | 1,014 | (14) | (1,771) | 843 | 200 | 327 | 4,115 |
7D[ DVVHWVUHODWLQJWRJRRGZLOO HTXDOWRŞUHIHUWRWKHUHGHPSWLRQ RIWKH YDOXHRIWKHLQYHVWPHQWLQ)DULQJRVL+LQJHVVUOPDGHLQ7KHIXWXUHWD[EHQHƓW FDQEHPDGHLQWHQDQQXDOSRUWLRQVVWDUWLQJLQ
At 31 December 2015 the Group's Italian companies accounted for the adjustment of WKHGHIHUUHGWD[DWLRQUHGXFWLRQRIWKH,5(6UDWHIURPWRIURPSURYLGHG E\WKH6WDELOLW\/DZ>/HJJHGL6WDELOLW¢@ UHFRJQLVLQJRYHUDOODQHJDWLYHHIIHFWLQ WKHLQFRPHVWDWHPHQWRIŞ1RWH
Deferred tax assets and tax incentives relate to investments made in Turkey, for which WKH*URXSEHQHƓWHGIURPWD[EUHDNVUHFRJQLVHGRQLQFRPHJHQHUDWHGLQ7XUNH\IRUXS to 30% of the investments made and for which a tax advantage is recognised.
\$VUHTXLUHGE\WKH&2162%PHPRUDQGXPRI-XO\ZHGLVFORVHWKDWWKH&RPSDQ\ōVQHWƓQDQFLDOSRVLWLRQLVDVIROORZV
| 31.12.2015 | 31.12.2014 | CHANGE | ||
|---|---|---|---|---|
| A. | Cash (Note 9) | 11 | 9 | 2 |
| B. | Positive balances of unrestricted bank accounts (Note 9) |
3,822 | 2,691 | 1,131 |
| C. | 1VJGT ECUJ GSWKXCNGPVU |
(100) | ||
| D. | LIQUIDITY (A+B+C) | 3,991 | 2,958 | 1,033 |
| E. | Current bank payables (Note 14) | 19,697 | 3,807 | |
| F. | Current portion of non-current debt (Note 14) |
3,783 | 3,723 | 60 |
| G. | 1VJGT PQPEWTTGPV ƂPCPEKCN RC[CDNGU 0QVG |
31 | (74) | |
| H. | CURRENT FINANCIAL DEBT (E+F+G) | 23,511 | 19,718 | 3,793 |
| I. | CURRENT NET FINANCIAL DEBT *& |
19,520 | 16,760 | 2,760 |
| J. | Non-current bank payables (Note 14) | 4,632 | (3,643) | |
| K. | 1VJGT PQPEWTTGPV ƂPCPEKCN RC[CDNGU (Note 14) |
1,898 | (142) | |
| L. | 010%744'06 (+0#0%+#. &'\$6 (J+K) |
6,388 | 10,173 | (3,785) |
| M. | NET FINANCIAL DEBT (I+L) | 25,908 | 26,933 | (1,025) |
7KHFRQVROLGDWHGFDVKŴRZVWDWHPHQWVKRZVFKDQJHVLQFDVKDQGFDVKHTXLYDOHQWVOHWWHU'RIWKLVVFKHGXOH
,QVDOHVUHYHQXHVWRWDOOHGŞXSE\Ş FRPSDUHGZLWK
| 2015 | % | 2014 | % | % CHANGE | |
|---|---|---|---|---|---|
| Brass valves | 12,689 | 9.2% | 13,741 | 10.1% | -7.7% |
| Light alloy valves | 33,784 | 24.5% | 34,006 | 24.9% | -0.7% |
| Thermostats | 7.7% | 12,288 | 9.0% | -13.8% | |
| Standard burners | 37,789 | 27.4% | 36,160 | 26.5% | |
| Special burners | 21,622 | 15.7% | 14.9% | +6.8% | |
| Accessories | 9.8% | 12,928 | 9.5% | ||
| TOTAL GAS PARTS | 130,057 | 94.3% | 129,374 | 94.9% | +0.5% |
| Hinges | 7,946 | 5.7% | 6,963 | 5.1% | +14.1% |
| TOTAL | 138,003 | 100% | 136,337 | 100% | +1.2% |
| 2015 | % | 2014 | % | % CHANGE | |
|---|---|---|---|---|---|
| Italy | 41,244 | 29.9% | 42,277 | 31.0% | -2.4% |
| Western Europe | 7,438 | 5.4% | 8,716 | 6.4% | -14.7% |
| Eastern Europe | 25.5% | 36,198 | 26.6% | -3.0% | |
| Middle East and Africa | 12.1% | 16,871 | 12.4% | -0.7% | |
| Asia and Oceania | 7,019 | 5.0% | 6,907 | 5.0% | +1.6% |
| South America | 15.1% | 18,324 | 13.4% | +13.6% | |
| North America and Mexico | 9,603 | 7.0% | 7,044 | 5.2% | +36.3% |
| TOTAL | 138,003 | 100% | 136,337 | 100% | +1.2% |
During 2015 there was a decrease in sales on the European markets, more marked in Western Europe also due to a further shift in production of household appliances towards countries with lower labour costs. Better results were obtained on the non-European markets, with a sizable increase in sales on the American continent, also favoured by the strong dollar.
LQWURGXFWLRQ RI QHZ KLJK HQHUJ\ HIƓFLHQF\ PRGHOV 3DUWLFXODUO\ VLJQLƓFDQW LV WKH increase in sales of hinges, subsequent to the launch of supplies of special new models and favoured by the revaluation of the dollar compared with the euro.
\$YHUDJHVDOHVSULFHVLQZHUHDURXQGORZHUFRPSDUHGZLWK
Refer to the Report on Operations for more detailed comments on the trends that marked the Group's market over the year.
The analysis per product family shows a rather marked decrease for valves and WKHUPRVWDWV PRUH VLJQLƓFDQW IRU EUDVV SURGXFWV D VXEVWDQWLDO VWDELOLW\ RI VDOHV RI standard burners and a good increase of sales of special burners, also thanks to the
| 2015 | 2014 | CHANGE | |
|---|---|---|---|
| Sale of trimmings | 2,822 | 2,922 | (100) |
| Contingent income |
263 | 218 | |
| Rental income | 117 | 132 | |
| Use of provisions for risks and contingencies |
69 | 26 | 43 |
| Other income | 487 | 37 | |
| TOTAL | 3,758 | 3,748 | 10 |
| 2015 | 2014 | CHANGE | |
|---|---|---|---|
| Outsourced processing |
9,823 | 10,662 | (839) |
| Natural gas and power |
4,902 | (299) | |
| Maintenance | 3,999 | (443) | |
| Freight, carriage, transport |
2,032 | 27 | |
| Advisory services | 1,670 | 1,440 | 230 |
| Directors' remuneration |
1,101 | 868 | 233 |
| Travel expenses and allowances |
884 | 687 | 197 |
| Commissions | 881 | (230) | |
| Insurance | 121 | ||
| Canteen | 430 | 400 | 30 |
| Temporary agency workers |
164 | 184 | (20) |
| Other costs | 4,013 | 3,136 | 877 |
| TOTAL | 29,759 | 29,875 | (116) |
The fall in outsourced processing costs was due to the partial insourcing of some phases of burner production. The reduction in energy costs results from the reduction in the price of electrical energy and gas; consumption has remained substantially unchanged. The reduction in maintenance costs is linked to the normal cyclicality of maintenance RSHUDWLRQVWKHPDLQWHQDQFHSROLFLHVDLPHGDWJXDUDQWHHLQJFRQVWDQWHIƓFLHQF\RIDOO the production plants, did not register any changes. The increase in insurance costs is attributable to the introduction of a commercial insurance cover policy (simultaneously no-recourse factoring commissions, previously the prevalent form of credit guarantee, ZHUH UHGXFHG &RVWV IRU DGYLVRU\ VHUYLFHV UHODWHG WR WHFKQLFDO Ş VDOHV Ş DQGOHJDODGPLQLVWUDWLYHDQGJHQHUDOŞ VHUYLFHV
Other costs included charges by customers, expenses for the registration of patents, leasing third-party assets, cleaning costs, waste disposal costs and other minor charges.
| 2015 | 2014 | CHANGE | |
|---|---|---|---|
| Commodities and outsourced components |
49,431 | 49,782 | |
| Consumables | 4,690 | ||
| TOTAL | 54,366 | 54,472 | (106) |
The effective purchase prices of the principal raw materials (brass, aluminium and steel DOOR\V LQFUHDVHGRQDYHUDJHE\DURXQGYHUVXV&RQVXPSWLRQSXUFKDVHVSOXV FKDQJHLQLQYHQWRU\ DVDSHUFHQWDJHRIVDOHVZDVLQFRPSDUHGZLWK
| 2015 | 2014 | CHANGE | |
|---|---|---|---|
| Salaries and wages |
21,974 | 21,812 | 162 |
| Social security costs |
7,110 | 7,113 | (3) |
| Temporary agency workers |
1,340 | 1,406 | (66) |
| Post-employment DGPGƂV TGUGTXG and other payroll costs |
2,102 | 1,849 | |
| TOTAL | 32,526 | 32,180 | 346 |
\$YHUDJH*URXSKHDGFRXQWLQWRWDOOHGHPSOR\HHVEOXHFROODUVZKLWH FROODUVDQGVXSHUYLVRUVPDQDJHUV FRPSDUHGZLWKLQEOXHFROODUV ZKLWHFROODUV DQG VXSHUYLVRUVPDQDJHUV 7KH DYHUDJHQXPEHURIWHPSRUDU\ VWDIIZLWKVXSSO\FRQWUDFWZDVLQLQ
During the year the Group made occasional use of the temporary unemployment fund in periods characterized by low production requirements: this allowed savings in SHUVRQQHOFRVWVRIŞŞLQ
| 2015 | 2014 | CHANGE | |
|---|---|---|---|
| Other non-income taxes |
498 | (12) | |
| Other administrative expenses |
127 | ||
| Contingent liabilities | 163 | 141 | 22 |
| Losses and write-downs of trade receivables |
241 | ||
| Reserves for risks | 18 | 102 | (84) |
| Other provisions | 31 | 22 | 9 |
| TOTAL | 1,193 | 1,042 | 151 |
1RQLQFRPHWD[HVFKLHŴ\UHODWHWRSURSHUW\WD[
Provisions refer to the allocations to the reserves described in Note 17.
| 2015 | 2014 | CHANGE | |
|---|---|---|---|
| Investment write-down | 0 | ||
| TOTAL | 0 | 548 | (548) |
7KHZULWHGRZQRILQYHVWPHQWVUHSRUWHGLQUHIHUVHQWLUHO\WRWKH ]HURLQJRIWKH carrying value of Sabaf Mexico, whose liquidation was concluded during 2015.
| 2015 | 2014 | CHANGE | |
|---|---|---|---|
| Interest paid to banks | 260 | 247 | 13 |
| +PVGTGUV RCKF QP ƂPCPEG lease contracts |
29 | 36 | (7) |
| IRS spreads payable | 14 | 2 | 12 |
| Bank charges | 237 | 239 | (2) |
| 1VJGT ƂPCPEKCN expenses |
68 | (13) | |
| TOTAL | 595 | 592 | 3 |
In 201WKH*URXSUHSRUWHGQHWIRUHLJQH[FKDQJHORVVHVRIŞYHUVXVQHWJDLQV RIŞLQ
,QWKHƓQDQFLDO\HDUWKHVXEVLGLDU\6DEDI7XUNH\SDUWLDOO\UHLPEXUVHGWKHVKDUHFDSLWDO LQWKHDPRXQWRIPLOOLRQ7XUNLVKOLUDWRWKHSDUHQWFRPSDQ\6DEDI6S\$7KLVRSHUDWLRQ determined the recognition in the consolidated income statement of an exchange rate ORVVRIŞIURPWKHGLIIHUHQFHEHWZHHQWKHDYHUDJHH[FKDQJHUDWHDWZKLFKWKH capital was paid in and the exchange rate on the reimbursement date.
| 2015 | 2014 | CHANGE | |
|---|---|---|---|
| Current tax | 3,832 | 103 | |
| Deferred tax | 611 | 273 | 338 |
| Balance of previous FY | (71) | (286) | |
| TOTAL | 4,475 | 3,819 | 656 |
7KHFXUUHQWLQFRPHWD[HVLQFOXGHWKH,5(6RIŞWKH,5\$3RIŞDQG IRUHLJQLQFRPHWD[HVRIŞŞŞDQGŞUHVSHFWLYHO\ LQ
5HFRQFLOLDWLRQEHWZHHQWKHWD[EXUGHQERRNHGLQ\HDUHQGƓQDQFLDOVWDWHPHQWVDQGWKH theoretical tax burden calculated according to the statutory tax rates currently in force in Italy is shown in the following table:
| 2015 | 2014 | |
|---|---|---|
| Theoretical income tax | 3,343 | |
| Permanent tax differences | 90 | |
| Previous years' tax | (44) | (279) |
| Tax effect from different foreign tax rates | (114) | (101) |
| Effect of non-recoverable tax losses | 149 | - |
| Booking of tax incentives for investments in Turkey |
||
| Adjustment of the deferred taxation for a change in the IRES rate (Note 21) |
- | |
| Other differences | (47) | |
| +PEQOG VCZGU DQQMGF KP VJG CEEQWPVU GZENWFKPI +4#2 CPF YKVJJQNFKPI VCZGU (current and deferred) |
3,952 | 2,654 |
| IRAP (current and deferred) | ||
| TOTAL | 4,475 | 3,819 |
Theoretical taxes were calculated applying the current corporate income tax (IRES) rate, i.e. 27.50%, to the pre-tax result. IRAP is not taken into account for the purpose of UHFRQFLOLDWLRQEHFDXVHDVLWLVDWD[ZLWKDGLIIHUHQWDVVHVVPHQWEDVLVIURPSUHWD[SURƓW it would generate distortive effects.
1RVLJQLƓFDQWWD[GLVSXWHVZHUHSHQGLQJDW'HFHPEHU
Basic and diluted EPS are calculated based on the following data:
| EARNINGS | 2015 | 2014 |
|---|---|---|
| Euro '000 | Euro '000 | |
| 0GV RTQƂV HQT RGTKQF |
8,998 | 8,338 |
| NUMBER OF SHARES | 2015 | 2014 |
| Weighted average number of ordinary shares for determining basic earnings per share |
||
| Dilutive effect from potential ordinary shares | - | - |
| Weighted average number of ordinary shares for determining diluted earnings per share |
||
| EARNINGS PER SHARE (€) | 2015 | 2014 |
| Basic earnings per share | 0.781 | 0.723 |
| Diluted earnings per share | 0.781 | 0.723 |
Basic earnings per share are calculated on the average number of outstanding VKDUHVPLQXVWUHDVXU\VKDUHVHTXDOWRLQLQ Diluted earnings per share are calculated taking into account any shares approved EXWQRW\HWVXEVFULEHGRIZKLFKWKHUHZHUHQRQHLQDQG
On 0D\VKDUHKROGHUVZHUHSDLGDQRUGLQDU\GLYLGHQGRIŞSHUVKDUHWRWDO GLYLGHQGVRIŞ
7KH 'LUHFWRUV KDYH UHFRPPHQGHG SD\PHQW RI D GLYLGHQG RI Ş SHU VKDUH WKLV year. This dividend is subject to approval of shareholders in the annual Shareholders' Meeting and was not included under liabilities.
The dividend proposed is scheduled for payment on 25 May 2016 (ex-date 23 May and UHFRUGGDWH0D\
%HORZLVWKHLQIRUPDWLRQE\EXVLQHVVVHJPHQWIRUDQG
| FY 2015 | FY 2014 | |||||
|---|---|---|---|---|---|---|
| GAS PARTS |
HINGES | TOTAL | GAS PARTS |
HINGES | TOTAL | |
| Sales | 130,048 | 138,003 | 6,982 | 136,337 | ||
| Operating result |
13,493 | 14,091 | 13,377 | (202) | 13,175 |
In accordance with IFRS 7,DEUHDNGRZQRIWKHƓQDQFLDOLQVWUXPHQWVLVVKRZQEHORZ among the categories set forth in IAS 39.
| FINANCIAL ASSETS | 31.12.2015 | 31.12.2014 |
|---|---|---|
| Amortised cost | ||
| r %CUJ CPF ECUJ GSWKXCNGPVU |
3,991 | |
| • Trade receivables and other receivables |
41,872 | 41,616 |
| Income statement fair value | ||
| r >KXCVKXG ECUJ ƃQY JGFIGU |
69 | 0 |
| FINANCIAL LIABILITIES | 31.12.2015 | 31.12.2014 |
| Amortised cost | ||
| • Loans | 29,868 | 29,786 |
| • Trade payables | 19,328 | |
| Income statement fair value |
7KH*URXSLVH[SRVHGWRƓQDQFLDOULVNVUHODWHGWRLWVRSHUDWLRQVPDLQO\
It is part of the Sabaf Group's policies to hedge exposure to changes in prices and in ŴXFWXDWLRQVLQH[FKDQJHDQGLQWHUHVWUDWHVYLDGHULYDWLYHƓQDQFLDOLQVWUXPHQWV+HGJLQJ is done using forward contracts, options or combinations of these instruments. Generally VSHDNLQJWKHPD[LPXPGXUDWLRQFRYHUHGE\VXFKKHGJLQJGRHVQRWH[FHHGPRQWKV The Group does not enter into speculative transactions. When the derivatives used for hedging purposes meet the necessary requisites, hedge accounting rules are followed.
Trade receivables involve producers of domestic appliances, multinational groups and smaller manufacturers in a few or single markets. The Company assesses the creditworthiness of all its customers at the start of supply and systemically on at least an annual basis. After this assessment, each client is assigned a credit limit.
6LQFH1RYHPEHUWKHUHKDVEHHQ D FUHGLWLQVXUDQFHSROLF\ZKLFKJXDUDQWHHV cover for approximately 60% of trade receivables.
Credit risk relating to customers operating in emerging economies is generally attenuated by the expectation of revenue through letters of credit.
The key currencies other than the euro to which the Group is exposed are the US dollar DQGWKH%UD]LOLDQUHDODQGWKH7XUNLVKOLUDLQUHODWLRQWRVDOHVPDGHLQGROODUVFKLHŴ\ on some Asian and American markets) and the production units in Brazil and Turkey. Sales in US dollars represented 12% of total revenue in 2015, while purchases in dollars represented 3% of total revenue. Transactions in dollars were partly hedged by these GHULYDWLYHƓQDQFLDOLQVWUXPHQWVDW'HFHPEHUWKH*URXSKDGLQSODFHIRUZDUG VDOHVFRQWUDFWVIRUDWRWDORIGROODUVPDWXULQJRQ'HFHPEHU
:LWKUHIHUHQFHWRƓQDQFLDODVVHWVDQGOLDELOLWLHVLQ86GROODUVDW'HFHPEHUD hypothetical and immediate revaluation of 10% of the euro against the dollar would KDYHOHGWRDORVVRIŞZLWKRXWFRQVLGHULQJWKHSHQGLQJIRUZDUGVDOHFRQWUDFWV
The GURXSERUURZVPRQH\DWDŴRDWLQJUDWHWRUHDFKDQRSWLPXPPL[RIŴRDWLQJDQG Ɠ[HGUDWHVLQWKHVWUXFWXUHRIWKHORDQVWKH*URXSDVVHVVHVZKHWKHUWRXVHGHULYDWLYH ƓQDQFLDOLQVWUXPHQWVGHVLJQDWLQJWKHPWRFDVKŴRZKHGJHV'XULQJWKHƓQDQFLDO\HDU the Group concluded an interest rate swap (IRS) contract for amounts and maturities coinciding with an unsecured loan in the course of being amortised, whose residual YDOXH DW 'HFHPEHU LV Ş PLOOLRQ 7KH FRQWUDFW ZDV QRW GHVLJQDWHG DV D FDVK ŴRZ KHGJH DQG LV WKHUHIRUH UHFRJQLVHG XVLQJ WKH ŏIDLU YDOXH LQ WKH LQFRPH statement" method.
:LWKUHIHUHQFHWRƓQDQFLDODVVHWVDQGOLDELOLWLHVDWYDULDEOHUDWHDW'HFHPEHU DQG'HFHPEHUDK\SRWKHWLFDOLQFUHDVHGHFUHDVH LQWKHLQWHUHVWUDWHRI base points versus the interest rates in effect at the same date – all other variables being equal - would lead to the following effects:
| 31.12.2015 | 31.12.2014 | ||||
|---|---|---|---|---|---|
| FINANCIAL EXPENSES |
CASH FLOW HEDGE RESERVE |
FINANCIAL EXPENSES |
CASH FLOW HEDGE RESERVE |
||
| Increase of 100 base points |
116 | - | 140 | - | |
| Decrease of 100 base points |
(116) | - | (61) | - |
\$ VLJQLƓFant portion of the Group's acquisitions is represented by brass, steel and aluminium alloys. 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 WRWZHOYHPRQWKVLQDGYDQFHRUDOWHUQDWLYHO\ZLWKGHULYDWLYHƓQDQFLDOLQVWUXPHQWV,Q DQGWKH*URXSGLGQRWXVHƓQDQFLDOGHULYDWLYHVRQFRPPRGLWLHV7RVWDELOLVH the rising costs of commodities, Sabaf preferred to execute transactions on the physical PDUNHWƓ[LQJSULFHVZLWKVXSSOLHUVIRULPPHGLDWHDQGGHIHUUHGGHOLYHU\
The Group operaWHVZLWKDORZGHEWUDWLRQHWƓQDQFLDOGHEWVKDUHKROGHUVōHTXLW\DW 'HFHPEHURIQHWƓQDQFLDOGHEW(%,7'\$RI DQGKDVXQXVHGVKRUW term lines of credit. To minimise the risk of liquidity, the Administration and Finance Department:
%HORZLVDQDQDO\VLVE\H[SLUDWLRQGDWHRIƓQDQFLDOSD\DEOHVDW'HFHPEHUDQG'HFHPEHU
| AT 31 DECEMBER 2015 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| CARRYING VALUE |
CONTRACTUAL FINANCIAL FLOWS |
WITHIN 3 MONTHS |
FROM 3 MONTHS TO 1 YEAR |
FROM 1 TO 5 YEARS |
MORE THAN 5 YEARS |
||||
| Short-term bank loans | 19,697 | 19,697 | 17,697 | 2,000 | - | - | |||
| Unsecured loans | 7,339 | 700 | 2,099 | 4,707 | - | ||||
| Property mortgages | 934 | 942 | - | 942 | - | - | |||
| Finance leases | 1,898 | 47 | 141 | ||||||
| TOTAL FINANCIAL PAYABLES | 29,868 | 30,340 | 18,444 | 5,182 | 5,461 | 1,253 | |||
| Trade payables | 1,100 | - | - | ||||||
| TOTAL | 49,318 | 49,790 | 36,794 | 6,282 | 5,461 | 1,253 |
| AT 31 DECEMBER 2014 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| CARRYING VALUE |
CONTRACTUAL FINANCIAL FLOWS |
WITHIN 3 MONTHS |
FROM 3 MONTHS TO 1 YEAR |
FROM 1 TO 5 YEARS |
MORE THAN 5 YEARS |
||||
| Short-term bank loans | - | - | - | ||||||
| Unsecured loans | 10,000 | 10,336 | 702 | - | |||||
| Property mortgages | 1,884 | - | 942 | 942 | - | ||||
| Finance leases | 2,037 | 2,384 | 47 | 141 | 1,442 | ||||
| TOTAL FINANCIAL PAYABLES | 29,786 | 30,495 | 16,640 | 3,188 | 9,225 | 1,442 | |||
| Trade payables | 19,328 | 19,328 | 18,234 | 1,094 | - | - | |||
| TOTAL | 49,114 | 49,823 | 34,874 | 4,282 | 9,225 | 1,442 |
The various due dates are based on the period between the balance sheet date and the contractual expiration date of the commitments, the values indicated in the chart FRUUHVSRQGWRQRQGLVFRXQWHGFDVKŴRZV&DVKŴRZVLQFOXGHWKHVKDUHVRISULQFLSDODQG LQWHUHVWIRUŴRDWLQJUDWHOLDELOLWLHVWKHVKDUHVRILQWHUHVWDUHGHWHUPLQHGEDVHGRQWKH YDOXHRIWKHUHIHUHQFHSDUDPHWHUDWWKHƓQDQFLDO\HDUHQGDQGLQFUHDVHGE\WKHVSUHDG set forth in each contract.
The revised IFRS 7 UHTXLUHV WKDW ƓQDQFLDO LQVWUXPHQWV UHSRUWHG LQ WKH VWDWHPHQW RI ƓQDQFLDO SRVLWLRQ DW IDLU YDOXH EH FODVVLƓHG EDVHG RQ D KLHUDUFK\WKDWUHŴHFWVWKH VLJQLƓFDQFHRIWKHLQSXWXVHGLQGHWHUPLQLQJWKHIDLUYDOXH.
IFRS 7 makes a distinction between the following levels:
The following table shows the assets and liabilities valued at fair value at 31 December 2015, by hierarchical level ofIDLUYDOXH assessment.
| LEVEL 1 | LEVEL 2 | LEVEL 3 | TOTAL | |
|---|---|---|---|---|
| %WTTGPV ƂPCPEKCN CUUGVU (derivatives on currency) |
- | 69 | - | 69 |
| TOTAL ASSETS | 0 | 69 | 0 | 69 |
| 1VJGT ƂPCPEKCN NKCDKNKVKGU (derivatives on currency) |
- | 17 | - | 17 |
| 1VJGT ƂPCPEKCN NKCDKNKVKGU (derivatives on interest rates) |
- | 14 | - | 14 |
| TOTAL LIABILITIES | 0 | 31 | 0 | 31 |
Transactions between consolidatedFRPSDQLHVZHUHHOLPLQDWHGIURPWKHFRQVROLGDWHGƓQDQFLDOVWDWHPHQWVDQGDUHQRWUHSRUWHGLQWKHVHQRWHV7KHWDEOHEHORZLOOXVWUDWHVWKHLPSDFW of all transactions between the Group and other related parties on the balance sheet and income statement.
| TOTAL 2015 | PARENT COMPANY |
UNCONSOLIDATED SUBSIDIARIES |
OTHER RELATED PARTIES |
TOTAL RELATED PARTIES |
IMPACT ON THE TOTAL |
|
|---|---|---|---|---|---|---|
| Trade receivables | - | 39 | - | 39 | 0.10% | |
| Tax receivables | 2,489 | 1,204 | - | - | 1,204 | 48.37% |
| Tax payables | 1,219 | - | - | 12.88% | ||
| TOTAL 2014 | PARENT COMPANY |
UNCONSOLIDATED SUBSIDIARIES |
OTHER RELATED PARTIES |
TOTAL RELATED PARTIES |
IMPACT ON THE TOTAL |
|
| Trade receivables | - | 112 | - | 112 | 0.28% | |
| Tax receivables | 2,390 | 1,262 | - | - | 1,262 | |
| Tax payables | - | - | 64.21% |
| TOTAL 2015 | PARENT COMPANY |
UNCONSOLIDATED SUBSIDIARIES |
OTHER RELATED PARTIES |
TOTAL RELATED PARTIES |
IMPACT ON THE TOTAL |
|
|---|---|---|---|---|---|---|
| Other income | 10 | - | - | 10 | 0.27% | |
| Services | - | (180) | (34) | (214) | 0.72% | |
| TOTAL 2014 | PARENT COMPANY |
UNCONSOLIDATED SUBSIDIARIES |
OTHER RELATED PARTIES |
TOTAL RELATED PARTIES |
IMPACT ON THE TOTAL |
|
| Other income | 3,748 | 10 | - | - | 10 | 0.27% |
| Services | - | (82) | - | (82) | 0.27% | |
| Write-downs of non-current assets |
- | - | 100.00% | |||
| 2TQƂVU CPF NQUUGU HTQO GSWKV[ investments |
(606) | - | (606) | - | (606) | 100.00% |
Transactions with the ultimate parent company, Giuseppe Saleri S.a.p.A., comprise:
7UDQVDFWLRQVDUHUHJXODWHGE\VSHFLƓFFRQWUDFWVUHJXODWHGDWDUPōVOHQJWKFRQGLWLRQV Transactions with non-consolidated subsidiaries were solely of a commercial nature.
Please see the 2015 Report on Remuneration for this information.
At 31 December 2015, there were no equity-based incentive plans for the Group's directors and employees.
3XUVXDQWWR&2162%PHPRUDQGXPRI-XO\WKH*URXSGHFODUHVWKDWLWGLGQRWH[HFXWHDQ\VLJQLƓFDQWQRQUHFXUULQJWUDQVDFWLRQVGXULQJ
Pursuant to CONSO%PHPRUDQGXPRI-XO\WKH*URXSGHFODUHVWKDWQRDW\SLFDODQGRUXQXVXDOWUDQVDFWLRQVDVGHƓQHGE\WKH&2162%PHPRUDQGXPZHUH executed during 2015.
The Sabaf Group has issuHGVXUHWLHVWRJXDUDQWHHFRQVXPHUDQGPRUWJDJHORDQVJUDQWHGE\EDQNVWR*URXSHPSOR\HHVIRUDWRWDORIŞŞ DW'HFHPEHU
| COMPANY NAME | REGISTERED OFFICES | SHARE CAPITAL | SHAREHOLDERS | % OWNERSHIP |
|---|---|---|---|---|
| Faringosi Hinges s.r.l. | Ospitaletto (BS) | EUR 90,000 | Sabaf S.p.A. | 100% |
| Sabaf Immobiliare s.r.l. | Ospitaletto (BS) | EUR 25,000 | Sabaf S.p.A. | $00\%$ |
| Sabaf do Brasil Ltda | Jundiaì (SP, Brazil) | BRL 24,000,000 | Sabaf S.p.A. | 100% |
| Sabaf Beyaz Esya Parcalari Sanayi Ve Ticaret Limited Sirteki |
Manisa (Turkey) | TRK 28,000,000 | Sabaf S.p.A. | |
| Sabaf Appliance Components Trading Ltd. |
Kunshan (China) | EUR 200,000 | Sabaf S.p.A. | 100% |
| Sabaf Appliance Components Ltd. | Kunshan (China) | EUR 4,400,000 | Sabat S.p.A |
| I COMPANY NAME | REGISTERED OFFICES | SHARE CAPITAL | SHAREHOLDERS | % OWNERSHIP |
|---|---|---|---|---|
| Sabaf US Corp. | Plainfield (USA) | USD 100,000 | Sabaf S.p.A. | 100% |
Via dei Carpini, 1 25035 Ospitaletto (Brescia)
7HO )D[ E-mail: [email protected] Website: ZZZVDEDILW
Tax information: 5(\$%UHVFLD 7D[LGHQWLƓFDWLRQQXPEHU 9\$7QXPEHU,7
The foOORZLQJWDEOHSUHSDUHGSXUVXDQWWR\$UWLFOHRIWKH&2162%,VVXHUVō5HJXODWLRQVKRZVIHHVUHODWLQJWRIRUWKHLQGHSHQGHQWDXGLWRUDQGIRUVHUYLFHVRWKHUWKDQ DXGLWLQJSURYLGHGE\WKHVDPHDXGLWLQJƓUPDQGLWVQHWZRUN
| IN THOUSANDS OF EURO | PARTY PROVIDING THE SERVICE | RECIPIENT | PAYMENTS PERTAINING TO THE PERIOD 2015 |
|---|---|---|---|
| Audit | Deloitte & Touche S.p.A. | Direct parent company | |
| Deloitte & Touche S.p.A. | Italian subsidiaries | 20 | |
| Deloitte network | Sabaf do Brasil | 23 | |
| Deloitte network | Sabaf Turkey | ||
| %GTVKƂECVKQP UGTXKEGU |
Deloitte & Touche S.p.A. | Direct parent company | 2 1 |
| Deloitte & Touche S.p.A. | Italian subsidiaries | 1 1 | |
| Other services | Deloitte & Touche S.p.A. | Direct parent company | 2 |
| Deloitte network | Sabaf do Brasil | 2 3 | |
| TOTALE | 140 |
3 Tax assistance regarding transfer pricing.
1-5KIPKPI-QH-7PKHGF-6CZ-4GVWTP-+4#2-CPF--HQTOU
2 Auditing procedures agreement relating to interim management reports, auditing of statements and training activities.
in accordance with Article 154 bis of Legislative Decree 58/98
\$OEHUWR%DUWROLWKH&KLHI([HFXWLYH2IƓFHUDQG*LDQOXFD%HVFKLWKH)LQDQFLDO5HSRUWLQJ2IƓFHURI6DEDI6S\$KDYHWDNHQ LQWRDFFRXQWWKHUHTXLUHPHQWVRI\$UWLFOHELVSDUDJUDSKVDQGRI/HJLVODWLYH'HFUHHRI)HEUXDU\ and can certify:
of the administrative and accounting principles for drafting the consolidated annual report and accounts in the course of the ƓQDQFLDO\HDU
2VSLWDOHWWR0DUFK
7KH&KLHI([HFXWLYH2IƓFHU
Alberto Bartoli
7KH)LQDQFLDO5HSRUWLQJ2IƓFHU
Gianluca Beschi
| 158 | Corporate bodies |
|---|---|
| 159 | \$CNCPEG UJGGV CPF ƂPCPEKCN RQUKVKQP |
| 160 | Income statement |
| 161 | Comprehensive income statement |
| 161 | 5VCVGOGPV QH EJCPIGU KP UJCTGJQNFGTUo GSWKV[ |
| 162 | %CUJ ƃQY UVCVGOGPV |
| 163 | Explanatory notes |
| 189 | %GTVKƂECVKQP QH 5GRCTCVG (KPCPEKCN 5VCVGOGPVU |
| 190 | Auditors' Report on the Separate Financial Statements |
| 192 | Board of Statutory Auditors' Report Shareholders' Meeting |
Deloitte & Touche S.p.A.
| IN EURO | NOTES | 31.12.2015 | 31.12.2014 |
|---|---|---|---|
| ASSETS | |||
| 0QPEWTTGPV CUUGVU |
|||
| 2TQRGTV[ RNCPV CPF GSWKROGPV |
1 | 31,939,736 | 31,393,333 |
| Real estate investments | 2 | 2,029,304 | |
| Intangible assets | 3 | 3,197,864 | 3,232,240 |
| Investments | 4 | 44,837,629 | |
| 0QPEWTTGPV ƂPCPEKCN CUUGVU |
5 | ||
| RIZKLFKIURPUHODWHGSDUWLHV | 37 | 1,837,054 | 1,659,556 |
| Non-current receivables | 9,183 | 6,800 | |
| Deferred tax assets | 21 | 3,284,696 | 3,611,023 |
| 616#. 010%744'06 #55'65 |
87,925,272 | 86,769,885 | |
| Current assets | |||
| Inventories | 6 | 24,674,840 | |
| Trade receivables | 7 | 32,870,713 | |
| RIZKLFKIURPUHODWHGSDUWLHV | 37 | 2,008,185 | 1,142,546 |
| Tax receivables | 8 | ||
| RIZKLFKIURPUHODWHGSDUWLHV | 37 | 1,113,702 | 1,083,666 |
| Other current receivables | 9 | 1,197,919 | |
| RIZKLFKIURPUHODWHGSDUWLHV | 37 | 0 | 521,328 |
| %WTTGPV ƂPCPEKCN CUUGVU |
10 | 1,069,431 | 0 |
| RIZKLFKIURPUHODWHGSDUWLHV | 37 | 1,000,000 | 0 |
| %CUJ CPF ECUJ GSWKXCNGPVU |
11 | 1,089,671 | 1,366,374 |
| TOTAL CURRENT ASSETS | 62,652,025 | 63,949,081 | |
| Assets held for sale | 0 | 0 | |
| TOTAL ASSETS | 150,577,297 | 150,718,966 | |
| SHAREHOLDERS' EQUITY AND LIABILITIES | |||
| Shareholders' equity | |||
| Share capital | 12 | ||
| Retained earnings, other reserves | 76,482,904 | ||
| 0GV RTQƂV HQT VJG [GCT |
7,877,868 | ||
| TOTAL SHAREHOLDERS' EQUITY | 96,233,825 | 95,894,222 | |
| 0QPEWTTGPV NKCDKNKVKGU |
|||
| Loans | 14 | 4,631,730 | 7,339,849 |
| 2QUVGORNQ[OGPV DGPGƂV CPF TGVKTGOGPV TGUGTXGU |
16 | ||
| Reserves for risks and contingencies | 17 | 326,140 | |
| Deferred tax | 21 | ||
| 616#. 010%744'06 .+#\$+.+6+'5 |
|||
| Current liabilities | 7,635,162 | 10,530,837 | |
| Loans | 14 | 21,762,487 | 18,438,481 |
| 1VJGT ƂPCPEKCN NKCDKNKVKGU |
15 | 13,610 | 0 |
| Trade payables | 18 | 18,202,899 | |
| RIZKLFKWRUHODWHGSDUWLHV | 37 | 0 | |
| Tax payables | 19 | 787,676 | 1,724,829 |
| RIZKLFKWRUHODWHGSDUWLHV | 37 | 0 | 1,091,582 |
| Other liabilities | 20 | ||
| TOTAL CURRENT LIABILITIES | 46,708,310 | 44,293,907 | |
| Liabilities held for sale | 0 | 0 |
| IN EURO | NOTES | 31.12.2015 | 31.12.2014 | |||||
|---|---|---|---|---|---|---|---|---|
| CONTINUING OPERATIONS | ||||||||
| Operating revenue and income | ||||||||
| Revenues | 23 | 113,962,039 | ||||||
| RIZKLFKIURPUHODWHGSDUWLHV | 37 | 7,274,762 | 4,728,669 | |||||
| Other income | 24 | 2,733,344 | 2,974,909 | |||||
| TOTAL OPERATING REVENUE AND INCOME | 116,695,383 | 118,894,369 | ||||||
| Operating costs | ||||||||
| Materials | 25 | (44,818,617) | ||||||
| Change in inventories | (402,180) | 1,202,031 | ||||||
| Services | 26 | |||||||
| RIZKLFKE\UHODWHGSDUWLHV | 37 | (4,162,137) | (4,000,697) | |||||
| Payroll costs | 27 | (27,937,849) | ||||||
| Other operating costs | 28 | (821,303) | ||||||
| Costs for capitalised in-house work | 989,372 | |||||||
| TOTAL OPERATING COSTS | (100,572,626) | (100,909,966) | ||||||
| OPERATING PROFIT BEFORE DEPRECIATION AND AMORTISATION, CAPITAL GAINS/ .155'5 94+6'&190594+6'\$#%-5 1( 010%744'06 |
#55'65 | 16,122,757 | 17,984,403 | |||||
| Depreciation and amortisation | 1,2,3 | (8,736,191) | (9,042,940) | |||||
| Capital gains/(losses) on disposal of non-current assets | ||||||||
| Write-downs/write-backs of non-current assets | 29 | 1,302,841 | ||||||
| RIZKLFKE\UHODWHGSDUWLHV | 37 | 1,302,841 | 617,597 | |||||
| OPERATING PROFIT | 8,847,372 | 9,707,525 | ||||||
| Financial income | 73,091 | 84,467 | ||||||
| Financial expenses | 30 | (466,068) | ||||||
| Exchange rate gains and losses | 31 | (260,920) | 236,630 | |||||
| 2TQƂVU CPF NQUUGU HTQO GSWKV[ KPXGUVOGPVU |
32 | 0 | 970,196 | |||||
| RIZKLFKE\UHODWHGSDUWLHV | 37 | 0 | 970,196 | |||||
| PROFIT BEFORE TAXES | 8,159,060 | 10,532,750 | ||||||
| Income tax | 33 | |||||||
| NET PROFIT FOR THE YEAR | 5,642,123 | 7,877,868 |
| IN EURO | 31.12.2015 | 31.12.2014 |
|---|---|---|
| NET PROFIT FOR THE YEAR | 5,642,123 | 7,877,868 |
| 6QVCN RTQƂVUNQUUGU VJCV YKNN PQV NCVGT DG TGENCUUKƂGF WPFGT RTQƂV NQUU HQT VJG [GCT |
||
| • Actuarial post-employment benefit reserve evaluation | 37,619 | (242,646) |
| • Tax effect | (8,114) | 66,728 |
| 6QVCN RTQƂVUNQUUGU VJCV YKNN NCVGT DG TGENCUUKƂGF WPFGT RTQƂV NQUU HQT VJG [GCT |
||
| • Cash flow hedges | 0 | (26,227) |
| • Tax effect | 0 | |
| 0 | ||
| 6QVCN RTQƂVU NQUUGU PGV QH VCZGU HQT VJG [GCT |
(196,663) | |
| TOTAL PROFIT | 5,671,628 | 7,681,205 |
| IN THOUSANDS OF EURO |
Share capital |
Share premium reserve |
Legal reserve |
Treasury shares |
&DVKŴRZ hedge reserve |
Actuarial post-employment EHQHƓWUHVHUYH evaluation |
Other reserves |
Net income for the year |
TOTAL shareholders' equity |
|---|---|---|---|---|---|---|---|---|---|
| BALANCE AT 31 DECEMBER 2013 |
11,533 | 10,002 | 2,307 | (5) | 21 | (359) | 77,130 | 3,730 | 104,359 |
| Ordinary dividend |
(883) | (3,730) | (4,613) | ||||||
| Extraordinary dividend |
|||||||||
| 6QVCN RTQƂV CV 31 December 2014 |
(21) | (176) | 0 | 7,878 | 7,681 | ||||
| BALANCE AT 31 DECEMBER 2014 |
11,533 | 10,002 | 2,307 | (5) | 0 | (535) | 64,714 | 7,878 | 95,894 |
| Allocation of 2014 earnings | |||||||||
| • dividends paid out |
(4,613) | (4,613) | |||||||
| • to reserve | |||||||||
| Purchase of treasury shares |
(718) | (718) | |||||||
| 6QVCN RTQƂV CV 31 December |
29 | 0 | |||||||
| BALANCE AT 31 DECEMBER 2015 |
11,533 | 10,002 | 2,307 | (723) | 0 | (506) | 67,979 | 5,642 | 96,234 |
| IN THOUSANDS OF EURO | FY 2015 | FY 2014 |
|---|---|---|
| Cash and cash equivalents at beginning of year | 1,366 | 2,345 |
| 0GV RTQƂV HQT RGTKQF |
7,878 | |
| Adjustments for: | ||
| • Depreciation and amortisation | 8,736 | 9,043 |
| • Realised gains | (148) | |
| • Write-downs of non-current assets | (1,303) | (618) |
| • Net financial income and expenses | 427 | 382 |
| • Differences in exchange on non-monetary activities | 281 | - |
| • Income tax | ||
| %JCPIG KP RQUVGORNQ[OGPV DGPGƂV TGUGTXG |
(149) | 110 |
| Change in risk provisions | (189) | 96 |
| %JCPIG KP VTCFG TGEGKXCDNGU |
1,825 | (3,095) |
| Change in inventories | 402 | (1,202) |
| %JCPIG KP VTCFG RC[CDNGU |
630 | 663 |
| %JCPIG KP PGV YQTMKPI ECRKVCN |
2,857 | (3,634) |
| Change in other receivables and payables, deferred tax | 409 | |
| Payment of taxes | (3,814) | (1,702) |
| 2C[OGPV QH ƂPCPEKCN GZRGPUGU |
(431) | |
| %QNNGEVKQP QH ƂPCPEKCN KPEQOG |
73 | 84 |
| CASH FLOW FROM OPERATIONS | 14,531 | 14,124 |
| Investments in non-current assets | ||
| • intangible | (646) | (687) |
| • tangible | (9,601) | |
| • financial | (1,394) | |
| Disposal of non-current assets | 2,606 | 760 |
| CASH FLOW ABSORBED BY INVESTMENTS | (9,035) | (9,030) |
| Repayment of loans | (7,834) | |
| Raising of loans | 8,463 | 14,784 |
| %JCPIG KP ƂPCPEKCN CUUGVU |
(1,069) | (208) |
| Sale of treasury shares | (719) | 0 |
| Payment of dividends | (4,613) | (16,146) |
| CASH FLOW ABSORBED BY FINANCING ACTIVITIES | (5,772) | (6,073) |
| TOTAL FINANCIAL FLOWS | (276) | (979) |
| Cash and cash equivalents at end of year (Note 11) | 1,090 | 1,366 |
| %WTTGPV ƂPCPEKCN FGDV |
21,776 | 18,438 |
| 0QPEWTTGPV ƂPCPEKCN FGDV |
4,632 | 7,340 |
| NET FINANCIAL DEBT (NOTE 22) | 25,318 | 24,412 |
7KH6DEDI6S\$LQGLYLGXDO \HDUHQG DFFRXQWVIRUWKHƓQDQFLDO \HDUKDYHEHHQ prepared in compliance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and adopted by the European Union. Reference to the IFRS also includes all current International Accounting Standards (IAS).
7KH VHSDUDWHƓQDQFLDO VWDWHPHQWVDUHGUDZQXSLQHXURZKLFKLVWKH FXUUHQF\LQWKH economy in which the Company operates. The income statement, the comprehensive LQFRPH VWDWHPHQWDQGWKH VWDWHPHQWRIƓQDQFLDOSRVLWLRQ VFKHGXOHVDUHSUHSDUHGLQ HXURZKLOHWKH FRPSUHKHQVLYHLQFRPH VWDWHPHQWWKH FDVKŴRZDQGWKH FKDQJHVLQ shareholders' equity schedules and the values reported in the explanatory notes are in thousands of euro.
7KHƓQDQFLDOVWDWHPHQWVKDYHEHHQSUHSDUHGRQDKLVWRULFDOFRVWEDVLVH[FHSWIRUVRPH revaluations of property, plant and equipment undertaken in previous years, and are FRQVLGHUHGDJRLQJ FRQFHUQ7KH&RPSDQ\IRXQGWKDWGHVSLWHWKHGLIƓFXOWHFRQRPLF DQGEXVLQHVVFOLPDWHWKHUHZHUHQRVLJQLƓFDQWXQFHUWDLQWLHVDVGHƓQHGE\SDUDJUDSKV 25 and 26 of IAS 1) regarding the continuity of the Company, also due to the strong FRPSHWLWLYHSRVLWLRQKLJKSURƓWDELOLW\DQGVROLGLW\RIWKHƓQDQFLDOVWUXFWXUH
6DEDI 6S\$ DV WKH 3DUHQW &RPSDQ\ DOVR SUHSDUHG WKH FRQVROLGDWHG ƓQDQFLDO statements of the Sabaf Group at 31 December 2015.
The Company has adopted the following formats:
Use of these formats permits the most meaningful representation of the Company's FDSLWDOEXVLQHVVDQGƓQDQFLDOVWDWXV
The accounting standards and policies applied for the preparation of the separate ƓQDQFLDOVWDWHPHQWVDVDW'HFHPEHUXQFKDQJHGYHUVXVWKHSUHYLRXV\HDUDUH shown below:
These are recorded at purchase or manufacturing cost. The cost includes directly chargeable ancillary costs. These costs also include revaluations undertaken in the past based on monetary revaluation rules or pursuant to company mergers.
Depreciation is calculated according to rates deemed appropriate to spread the carrying value of tangible assets over their useful working life. Estimated useful working life, in years, is as follows:
| Buildings | 33 |
|---|---|
| Light constructions | 10 |
| General plant | 10 |
| 5RGEKƂE RNCPV CPF OCEJKPGT[ |
6 – 10 |
| 'SWKROGPV | 4 |
| Furniture | 8 |
| 'NGEVTQPKE GSWKROGPV |
|
| Vehicles and other transport means |
Ordinary maintenance costs are expensed in the year in which they are incurred; costs that increase the asset value or useful working life are capitalised and depreciated according to the residual possibility of utilization of the assets to which they refer. Land is not depreciated.
Investment property is valued at cost, including revaluations undertaken in the past based on monetary revaluation rules or pursuant to company mergers.
The depreciation is calculated based on the estimated useful life, considered to be 33 years. If the recoverable amount of investment property – determined based on the market value of the real estate – is estimated to be lower than its carrying value, the asset's carrying value is reduced to the lower recoverable amount, recognising impairment of value in the income statement.
When there is no longer any reason for a write-down to be maintained, the carrying value of the asset (or CGU) is increased to the new value stemming from the estimate of its recoverable amount – but not beyond the net carrying value that the asset would have had if it had not been written down for impairment of value. Reversal of impairment loss is recognised as income in the income statement.
\$V HVWDEOLVKHG E\ ,\$6 LQWDQJLEOH DVVHWV DFTXLUHG RU LQWHUQDOO\ SURGXFHG DUH recognised as assets when it is probable that use of the asset will generate future HFRQRPLFEHQHƓWVDQGZKHQDVVHWFRVWFDQEHPHDVXUHGUHOLDEO\,ILWLVFRQVLGHUHGWKDW WKHVHIXWXUHHFRQRPLFEHQHƓWVZLOOQRWEHJHQHUDWHGWKHGHYHORSPHQWFRVWVDUHZULWWHQ down in the year in which this is ascertained.
Such assets are measured at purchase or production cost and - if the assets concerned KDYH D ƓQLWHXVHIXO OLIH DUH DPRUWLVHG RQ D VWUDLJKWOLQH EDVLV RYHUWKHLU HVWLPDWHG useful life. The useful life of projects for which development costs are capitalised is HVWLPDWHGWREH\HDUV7KH6\$3PDQDJHPHQWV\VWHPLVDPRUWLVHGRYHUƓYH\HDUV
(TXLW\ LQYHVWPHQWV QRW FODVVLƓHG DV KHOG IRU VDOH DUH ERRNHG DW FRVW UHGXFHG IRU impairment. Non-current receivables are stated at their presumed realisable value.
At each balance sheet date, Sabaf S.p.A. reviews the carrying value of its property, plant and equipment, intangible assets and equity investments to determined whether there are signs of impairment of the value of these assets. If there is any such indication, the recoverable amount of said assets is estimated so as to determine the total of the write-down. If it is not possible to estimate recoverable value individually, the Company estimates the recoverable value of the cash generating unit (CGU) to which the asset belongs. In particular, the recoverable value of the cash generating units (which JHQHUDOO\FRLQFLGHZLWKWKHOHJDOHQWLW\WRZKLFKWKHFDSLWDOLVHGDVVHWVUHIHU LVYHULƓHG by determining the value of use. The recoverable amount is the higher of the net selling SULFH DQG YDOXH RI XVH ,Q PHDVXULQJWKH YDOXH RI XVH IXWXUH FDVK ŴRZV QHW RIWD[HV estimated based on past experience, are discounted to their present value using a pre-tax UDWHWKDWUHŴHFWVIDLUPDUNHWYDOXDWLRQVRIWKHSUHVHQWFRVWRIPRQH\DQGVSHFLƓFDVVHWULVN The main assumptions used for calculating the value of use concern the discount rate, growth rate, expected changes in selling prices and cost trends during the period used for the calculation. The growth rates adopted are based on future market expectations in the relevant sector. Changes in the sales prices are based on past experience and on WKHH[SHFWHGIXWXUHFKDQJHVLQWKHPDUNHW7KH&RPSDQ\SUHSDUHVRSHUDWLQJFDVKŴRZ forecasts based on the most recent budgets approved by the Boards of Directors of the subsidiaries, draws up four-year forecasts and determines the terminal value (current value of perpetual income), which expresses the medium and long term operating ŴRZVLQWKHVSHFLƓFVHFWRU
Furthermore, the Company checks the recoverable value of its subsidiaries at least once D\HDUZKHQWKHVHSDUDWHƓQDQFLDOVWDWHPHQWVDUHSUHSDUHG
If the recoverable amount of an asset (or CGU) is estimated to be lower than its carrying value, the asset's carrying value is reduced to the lower recoverable amount, recognising impairment of value in the income statement.
When there is no longer any reason for a write-down to be maintained, the carrying value of the asset (or CGU) is increased to the new value stemming from the estimate of its recoverable amount – but not beyond the net carrying value that the asset would have had if it had not been written down for impairment of value. Reversal of impairment loss is recognised as income in the income statement.
Inventories are measured at the lower of purchase or production cost – determined using the weighted average cost method – and the corresponding fair value represented by the replacement cost for purchased materials and by the presumed realisable YDOXHIRUƓQLVKHG DQG VHPLSURFHVVHGSURGXFWV Ŋ FDOFXODWHGWDNLQJ LQWR DFFRXQW DQ\ manufacturing costs and direct selling costs yet to be incurred. Inventory cost includes accessory costs and the portion of direct and indirect manufacturing costs that can reasonably be assigned to inventory items. Inventories subject to obsolescence and low turnover are written down in relation to their possibility of use or realisation. Inventory write-downs are eliminated in subsequent years if the reasons for such write-downs cease to exist.
Receivables are recognised at their presumed realisable value. Their face value is DGMXVWHGWRDORZHUUHDOLVDEOHYDOXHYLDVSHFLƓFSURYLVLRQLQJGLUHFWO\UHGXFLQJWKHLWHP based on in-depth analysis of individual positions. Trade receivables assigned on a no-recourse basis, despite being transferred legally, continue to be stated with "Trade receivables" until they are collected. Advance payments obtained with regard to the sale of trade receivables are recognised under current loans.
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Reserves for risks and contingencies are provisioned to cover losses and debts, the existence of which is certain or probable, but whose amount or date of occurrence cannot be determined at the end of the year. Provisions are stated in the statement of ƓQDQFLDOSRVLWLRQRQO\ZKHQDOHJDORULPSOLFLWREOLJDWLRQH[LVWVWKDWGHWHUPLQHVWKHXVH RIUHVRXUFHVZLWKDQLPSDFWRQSURƓWDQGORVVWRPHHWWKDWREOLJDWLRQDQGWKHDPRXQW FDQEHUHOLDEO\HVWLPDWHG,IWKHHIIHFWLV VLJQLƓFDQWWKHSURYLVLRQV DUH FDOFXODWHGE\ XSGDWLQJIXWXUHƓQDQFLDOŴRZV HVWLPDWHG DW DUDWHLQFOXGLQJWD[HV VXFK DVWRUHŴHFW FXUUHQWPDUNHWYDOXDWLRQVRIWKHFXUUHQWYDOXHRIWKHFDVKDQGVSHFLƓFULVNVDVVRFLDWHG with the liability.
7KHUHVHUYHIRU,WDOLDQSRVWHPSOR\PHQWEHQHƓWREOLJDWLRQVLVSURYLVLRQHGWRFRYHUWKH entire liability accruing vis-à-vis employees in compliance with current legislation and with national and supplementary company collective labour contracts. This liability is VXEMHFWWRUHYDOXDWLRQYLDDSSOLFDWLRQRILQGLFHVƓ[HGE\FXUUHQWUHJXODWLRQV8SWR 'HFHPEHUSRVWHPSOR\PHQWEHQHƓWVZHUHFRQVLGHUHGGHƓQHGEHQHƓWSODQVDQG DFFRXQWHGIRULQFRPSOLDQFHZLWK,\$6XVLQJWKHSURMHFWHGXQLWFUHGLWPHWKRG,QWKH light of these changes, and, in particular, for companies with at least 50 employees, SRVWHPSOR\PHQWEHQHƓWVPXVWQRZEHFRQVLGHUHGDGHƓQHGEHQHƓWSODQRQO\IRUWKH portions accruing before 1 January 2007 (and not yet paid as at the balance sheet date). &RQYHUVHO\SRUWLRQVDFFUXLQJDIWHUWKDWGDWHDUHWUHDWHGDVGHƓQHGFRQWULEXWLRQSODQV \$FWXDULDOJDLQVRUORVVHVDUHUHFRUGHGLPPHGLDWHO\XQGHUŏ2WKHUWRWDOSURƓWVORVVHV Ő
Payables are recognised at face value; the portion of interest included in their face value and not yet payable at period-end is deferred to future periods.
Loans are initially recognised at cost, net of related costs of acquisition. This value is subsequently adjusted to allow for any difference between initial cost and repayment value over the loan's duration using the effective interest rate method.
/RDQVDUHFODVVLƓHGDPRQJFXUUHQWOLDELOLWLHVXQOHVVWKH&RPSDQ\KDVWKHXQFRQGLWLRQDO right to defer discharge of a liability by at least 12 months after the reference date.
Receivables and payables originally expressed in foreign currencies are converted into euro at the exchange rates in force on the date of the transactions originating them. Forex differences realised upon collection of receivables and payment of payables in foreign currency are posted in the income statement. Income and costs relating to foreign-currency transactions are converted at the rate in force on the transaction date. At year-end, assets and liabilities expressed in foreign currencies are posted at the spot exchange rate in force at year-end and related foreign exchange gains and losses are posted in the income statement. If conversion generates a net gain, this value constitutes a non-distributable reserve until it is effectively realised.
7KH&RPSDQ\ōVEXVLQHVVLVH[SRVHGWRƓQDQFLDOULVNVUHODWLQJWRFKDQJHVLQH[FKDQJH rates, commodity prices and interest rates. The Company may decide to use derivative ƓQDQFLDOLQVWUXPHQWVWRKHGJHWKHVHULVNV
The Company does not use derivatives for trading purposes.
Derivatives are initially recognised at cost and are then adjusted to fair value on subsequent closing dates.
Changes in the fair value of derivatives designated and recognised as effective for KHGJLQJ IXWXUH FDVK ŴRZV UHODWLQJ WR WKH &RPSDQ\ōV FRQWUDFWXDO FRPPLWPHQWV and planned transactions are recognised directly in shareholders' equity, while the ineffective portion is immediately posted in the income statement. If the contractual commitments or planned transactions materialise in the recognition of assets or liabilities, when such assets or liabilities are recognised, the gains or losses on the derivative that were directly recognised in equity are factored back into the initial YDOXDWLRQRIWKHFRVWRIDFTXLVLWLRQRUFDUU\LQJYDOXHRIWKHDVVHWRUOLDELOLW)RUFDVKŴRZ hedges that do not lead to recognition of assets or liabilities, the amounts that were directly recognised in equity are included in the income statement in the same period ZKHQWKHFRQWUDFWXDOFRPPLWPHQWRUSODQQHGWUDQVDFWLRQKHGJHGLPSDFWVSURƓWDQG loss – for example, when a planned sale actually takes place.
For effective hedges of exposure to changes in fair value, the item hedged is adjusted for the changes in fair value attributable to the risk hedged and recognised in the income statement. Gains and losses stemming from the derivative's valuation are also posted in the income statement.
Changes in the fair value of derivatives not designated as hedging instruments are recognised in the income statement in the period when they occur.
Hedge accounting is discontinued when the hedging instrument expires, is sold or is H[HUFLVHGRUZKHQLWQRORQJHUTXDOLƓHVDVDKHGJH\$WWKLVWLPHWKHFXPXODWLYHJDLQV or losses of the hedging instrument recognised in equity are kept in the latter until the planned transaction actually takes place. If the transaction hedged is not expected to take place, cumulative gains or losses recognised directly in equity are transferred to the year's income statement.
(PEHGGHGGHULYDWLYHVLQFOXGHGLQRWKHUƓQDQFLDOLQVWUXPHQWVRUFRQWUDFWVDUHWUHDWHG as separate derivatives when their risks and characteristics are not strictly related to those of their host contracts and the latter are not measured at fair value with posting of related gains and losses in the income statement.
Revenue is reported net of return sales, discounts, allowances and bonuses, as well as of the taxes directly associated with sale of goods and rendering of services.
6DOHVUHYHQXHLVUHSRUWHGZKHQWKHFRPSDQ\KDVWUDQVIHUUHGWKHVLJQLƓFDQWULVNVDQG rewards associated with ownership of the goods and the amount of revenue can be reliably measured.
5HYHQXHVRIDƓQDQFLDOQDWXUHDUHUHFRUGHGRQDQDFFUXDOEDVLV
Finance income includes interest receivable on funds invested and income from ƓQDQFLDOLQVWUXPHQWVZKHQQRWRIIVHWDVSDUWRIKHGJLQJWUDQVDFWLRQV,QWHUHVWLQFRPH is recorded in the income statement at the time of vesting, taking effective output into consideration.
)LQDQFLDO H[SHQVHV LQFOXGH LQWHUHVW SD\DEOH RQ ƓQDQFLDO GHEW FDOFXODWHG XVLQJ WKH effective interest method and bank expenses.
Income taxes include all taxes calculated on the Company's taxable income. Income taxes are directly recognised in the income statement, with the exception of those concerning items directly debited or credited to shareholders' equity, in which case the tax effect is recognised directly in shareholders' equity. Other taxes not relating to income, such as property taxes, are included among operating expenses. Deferred taxes are provisioned in accordance with the global liability provisioning method. They are calculated on all temporary differences that emerge from the taxable base of an asset or liability and its book value. Current and deferred tax assets and liabilities are offset when income taxes are levied by the same tax authority and when there is a legal right to settle on a net basis. Deferred tax assets and liabilities are measured using the tax rates that are expected to be applicable in the years when temporary differences will be realised or settled.
Dividends are posted on an accrual basis when the right to receive them materialises, i.e. when shareholders approve dividend distribution.
7UHDVXU\VKDUHVDUHERRNHGLQDVSHFLƓFUHVHUYHDVDUHGXFWLRQRIVKDUHKROGHUVōHTXLW\ The carrying value of treasury shares and revenues from any subsequent sales are recognised in the form of changes in shareholders' equity.
3UHSDUDWLRQ RI WKH VHSDUDWH ƓQDQFLDO VWDWHPHQWV LQ DFFRUGDQFH ZLWK IFRS requires management to make estimates and assumptions that affect the carrying values of assets and liabilities and the disclosures on contingent assets and liabilities as of the balance sheet date. Actual results might differ from these estimates. Estimates are used to measure tangible and intangible assets and investments subject to impairment testing, as described earlier, as well as to measure the ability to recover prepaid tax assets, credit risks, inventory obsolescence, depreciation and amortisation, asset write-GRZQVHPSOR\HHEHQHƓWVWD[HVRWKHUSURYLVLRQVDQGUHVHUYHV6SHFLƓFDOO\
The procedure for determining impairment of value of tangible and intangible assets described in "Impairment of value" implies – in estimating the value of use – the use of the Business Plans of subsidiaries, which are based on a series of assumptions and hypotheses relating to future events and actions of the subsidiaries' management bodies, which may not necessarily come about. In estimating market value, however, assumptions are made on the expected trend in trading between third parties based on historical trends, which may not actually be repeated.
Credit is adjusted by the related provision for doubtful accounts to take into account its recoverable value. To determine the size of the write-downs, management must make subjective assessments based on the documentation and information available regarding, among other things, the customer's solvency, as well as experience and historical payment trends.
Warehouse inventories subject to obsolescence and slow turnover are systematically valued, and written down if their recoverable value is less than their carrying value. Write-downs are calculated based on management assumptions and estimates, resulting from experience and historical results.
7KH FXUUHQW YDOXH RI OLDELOLWLHV IRU HPSOR\HH EHQHƓWV GHSHQGV RQ D VHULHV RI IDFWRUV determined using actuarial techniques based on certain assumptions. Assumptions concern the discount rate, estimates of future salary increases, and mortality and resignation rates. Any change in the above-mentioned assumptions might have an HIIHFWRQOLDELOLWLHVIRUSHQVLRQEHQHƓWV
Determining liabilities for Company taxes requires the use of management valuations in relation to transactions whose tax implications are not certain on the balance sheet date. Furthermore, the valuation of deferred taxes is based on income expectations for future years; the valuation of expected income depends on factors that might change RYHUWLPHDQGKDYHDVLJQLƓFDQWHIIHFWRQWKHYDOXDWLRQRIGHIHUUHGWD[DVVHWV
When estimating the risk of potential liabilities from disputes, management relies on communications regarding the status of recovery procedures and disputes from the lawyers who represent the Company in litigation. These estimates are determined taking into account the gradual development of the disputes, considering existing exemptions. Estimates and assumptions are regularly reviewed and the effects of each FKDQJHLPPHGLDWHO\UHŴHFWHGLQWKHLQFRPHVWDWHPHQW
Accounting standards and amendments applicable from 1 January 2015 The following IFRS accounting standards, amendments and interpretations were DSSOLHGIRUWKHƓUVWWLPHE\WKH&RPSDQ\IURP-DQXDU\
On 20 May 2013, the interpretation IFRIC 21 – Levies was published, which clearly provides at the time of recognition of a liability related to taxes (other than income taxes) imposed by a government agency. The standard is concerned with both the liabilities for taxes within the scope of application of IAS 37 - Provisions, potential assets and liabilities, and those for taxes whose timing and amount are certain. The LQWHUSUHWDWLRQLVDSSOLHGUHWURVSHFWLYHO\IRUWKH\HDUVVWDUWLQJIURP-XQHDWWKH latest or a later date. The adoption of this new interpretation did not have any effect on WKH&RPSDQ\ōVVHSDUDWHƓQDQFLDOVWDWHPHQWV
On 12 December 2013, the IASB published the document "Annual Improvements to IFRSs: 2011-2013 Cycle", which includes the changes to some principles within the scope of the annual improvement process of same. The main changes involve: IFRS 3 Business Combinations – Scope exception for joint ventures; IFRS 13 Fair Value Measurement – Scope of portfolio exception (par. 52); IAS 40 Investment Properties – Interrelationship between IFRS 3 and IAS 40. The changes apply starting IURPWKHƓQDQFLDO\HDUVZKLFKEHJDQRQ-DQXDU\RUDODWHUGDWH7KHDGRSWLRQ RI WKHVH DPHQGPHQWV GLG QRW KDYH DQ\ HIIHFW RQ WKH &RPSDQ\ōV VHSDUDWH ƓQDQFLDO statements.
On 21 November 2013 the amendment to IAS 19œ'HŵQHG%HQHŵW3ODQV(PSOR\HH Contributions" was published, which proposes to present the contributions (related only to the service provided by the employee in the year) carried out by the employees RUWKLUGSDUWLHVLQWKHGHƓQHGEHQHƓWSODQVIRUUHGXFWLRQRIWKHVHUYLFHFRVWRIWKH\HDU in which this contribution is paid. The need for this proposal arose with the introduction of the new IAS 19 (2011), where it is considered that these contributions are to be LQWHUSUHWHG DV SDUW RI D SRVWHPSOR\PHQW EHQHƓW UDWKHU WKDQ D EHQHƓW IRU D EULHI period, and, therefore, that this contribution must be spread over the employee's \HDUVRI VHUYLFH7KH FKDQJHVDSSO\ VWDUWLQJIURPWKHƓQDQFLDO\HDUVZKLFKEHJDQRQ )HEUXDU\RUDODWHUGDWH7KHGLUHFWRUVGRQRWH[SHFWDVLJQLƓFDQWHIIHFWRQWKH &RPSDQ\ōVVHSDUDWHƓQDQFLDOVWDWHPHQWVWKURXJKWKHDGRSWLRQRIWKHVHFKDQJHV
On 12 December 2013, the document "Annual Improvements to IFRSs: 2010-2012 Cycle" was published, which includes the changes to some principles within the scope of the annual improvement process of same. The main changes involve: IFRS 2 Share %DVHG 3D\PHQWV Ŋ 'HƓQLWLRQ RI YHVWLQJ FRQGLWLRQ IFRS 3 Business Combination – Accounting for contingent consideration, IFRS 8 Operating segments – Aggregation of operating segments/Reconciliation of total of the reportable segments' assets to the entity's assets, IFRS 13 Fair Value Measurement – Short-term receivables and payables, IAS 16 Property, plant and equipment and IAS 38 Intangible Assets – Revaluation method: proportionate restatement of accumulated depreciation/ amortisation, IAS 24 Related Parties Disclosures – Key management personnel. The FKDQJHVDSSO\VWDUWLQJIURPWKHƓQDQFLDO\HDUVZKLFKEHJDQRQ)HEUXDU\RUD ODWHUGDWH7KHGLUHFWRUVGRQRWH[SHFWD VLJQLƓFDQWHIIHFWRQWKH&RPSDQ\ōV VHSDUDWH ƓQDQFLDOVWDWHPHQWVWKURXJKWKHDGRSWLRQRIWKHVHFKDQJHV
2Q0D\WKH,\$6%LVVXHG VRPHDPHQGPHQWVWRWKH VWDQGDUGIFRS 11 "Joint Arrangements – Accounting for acquisitions of interests in joint operations" related to the accounting of the acquisition of equity interests in a joint operation whose activity consists of a business within the meaning of IFRS 3 7KHPRGLƓFDWLRQVUHTXLUHWKDW the standards set forth in IFRS 3 related to the recognition of the effects of a business combination are applied for these cases. The changes apply from 1 January 2016, but early application is permitted. At the present time, these cases are not applicable for the Company, since there are no joint operations.
2Q0D\WKH,\$6%LVVXHGVRPHDPHQGPHQWVWRIAS 16 "Property, plant and Equipment" and to IAS 38,QWDQJLEOH\$VVHWVŎœ&ODULŵFDWLRQRIDFFHSWDEOHPHWKRGVRI depreciation and amortisation". The changes to IAS 16 establish that the determining depreciation and amortisation criteria based on the revenues are not appropriate, since, according to the amendment, the revenues generated by an activity that includes the DFWLYLW\ VXEMHFW WR GHSUHFLDWLRQ DQG DPRUWLVDWLRQ JHQHUDOO\ UHŴHFW IDFWRUV RWKHU WKDQ RQO\FRQVXPSWLRQRIWKHHFRQRPLFEHQHƓWVRIWKHDFWLYLW\LWVHOI7KHFKDQJHVWRIAS 38 introduce a rebuttable presumption, according to which a depreciation and amortisation criterion based on revenues is considered to be an inappropriate regulation for the VDPHUHDVRQVHVWDEOLVKHGE\WKHPRGLƓFDWLRQVLQWURGXFHGWRIAS 16. In the case of the intangible assets this presumption can however be overcome, but only in limited and VSHFLƓFFLUFXPVWDQFHV7KHFKDQJHVDSSO\IURP-DQXDU\EXWHDUO\DSSOLFDWLRQ LVSHUPLWWHG7KHGLUHFWRUVGRQRWH[SHFWDVLJQLƓFDQWHIIHFWRQWKH&RPSDQ\ōVVHSDUDWH ƓQDQFLDOVWDWHPHQWVWKURXJKWKHDGRSWLRQRIWKHVHFKDQJHV
2Q6HSWHPEHUWKH,\$6%SXEOLVKHGWKHGRFXPHQW"Annual Improvements to IFRSs: 2012-2014 Cycle". The changes introduced by the document apply starting IURPWKHƓQDQFLDO\HDUVZKLFKEHJLQRQ-DQXDU\RUDODWHUGDWH7KHGRFXPHQW introduces changes to the following standards:
IFRS 5 – Non-current Assets Held for Sale and Discontinued Operations.
IFRS 7 – Financial instruments: Disclosure.
IAS 19 – (PSOR\HH%HQHŵWV.
IAS 34 – Interim Financial Reporting.
7KH GLUHFWRUV GR QRW H[SHFW D VLJQLƓFDQW HIIHFW RQ WKH &RPSDQ\ōV VHSDUDWH ƓQDQFLDO statements through the adoption of these changes.
2Q'HFHPEHUWKH,\$6%LVVXHGDQDPHQGPHQWWR IAS 1 – Disclosure Initiative. 7KHREMHFWLYHRIWKHFKDQJHVLVWRSURYLGHFODULƓFDWLRQZLWKUHJDUGWRHOHPHQWVRILQIRUmation which could be perceived as impediments to a clear and intelligible preparation RIWKHƓQDQFLDOVWDWHPHQWV7KHIROORZLQJFKDQJHVZHUHPDGH
7KHFKDQJHVLQWURGXFHGE\WKHGRFXPHQWDSSO\VWDUWLQJIURPWKHƓQDQFLDO\HDUVZKLFK EHJLQRQ-DQXDU\RUDODWHUGDWH7KHGLUHFWRUVGRQRWH[SHFWDVLJQLƓFDQWHIIHFW RQWKH&RPSDQ\ōVVHSDUDWHƓQDQFLDOVWDWHPHQWVWKURXJKWKHDGRSWLRQRIWKHVHFKDQJHV
2Q\$XJXVWWKH,\$6%LVVXHGDQDPHQGPHQWWRIAS 27 – Equity Method in Separate Financial Statements. The document introduces the option of using the shareholders' equity method for valuing investments in subsidiaries, companies under MRLQWFRQWURODQGDVVRFLDWHFRPSDQLHVLQWKHVHSDUDWHƓQDQFLDOVWDWHPHQWVRIDQHQWLW\ As a result, following the introduction of the amendment, an entity can record these LQYHVWPHQWVLQLWVVHSDUDWHƓQDQFLDOVWDWHPHQWVDOWHUQDWLYHO\DWFRVWRULQDFFRUGDQFH with the provisions of IFRS 9RU,\$6 RUXVLQJWKHQHWHTXLW\PHWKRG
The changes apply from 1 January 2016, but early application is permitted. The directors KDYHQRW\HWDVVHVVHGZKHWKHUWRXVHWKLVRSWLRQLQWKH&RPSDQ\ōVVHSDUDWHƓQDQFLDO statements from 1 January 2016.
2Q WKHUHIHUHQFH GDWH RI WKHVH VHSDUDWH ƓQDQFLDO VWDWHPHQWV WKH FRPSHWHQW ERGLHV
of the European Union have not yet concluded the approval process necessary for the adoption of the amendments and principles described below.
2Q-DQXDU\WKH,\$6%SXEOLVKHGWKHVWDQGDUGIFRS 14 – Regulatory Deferral Accounts, which consents the recognition of the amounts related to the activities subject to regulated rates ("Rate Regulation Activities") according to the preceding DFFRXQWLQJVWDQGDUGVDGRSWHGRQO\WRWKRVHWKDWDGRSWWKH,)56IRUWKHƓUVWWLPH6LQFH WKH&RPSDQ\ZDVQRWDƓUVWWLPHDGRSWHUWKLVVWDQGDUGLVQRWDSSOLFDEOH
2Q0D\WKH,\$6%SXEOLVKHGWKHVWDQGDUG IFRS 15 - Revenue from Contracts with Customers, which will replace IAS 18 - Revenue and IAS 11 - Construction Contracts, as well as interpretations IFRIC 13 - Customer Loyalty Programmes, IFRIC 15 - Agreements for the Construction of Real Estate, IFRIC 18 - Transfers of Assets from Customers and SIC 31 - Revenues-Barter Transactions Involving Advertising Services. The new revenue recognition model will apply to all contracts signed with customers except for those which come under the scope of application of other IAS/ IFRS SULQFLSOHV VXFK DV OHDVLQJ LQVXUDQFH FRQWUDFWV DQG ƓQDQFLDO LQVWUXPHQWV 7KH fundamental passages for the recognition of revenues according to the new model are: • WKHLGHQWLƓFDWLRQRIWKHFRQWUDFWZLWKWKHFXVWRPHU
7KHSULQFLSOHDSSOLHVIURP-DQXDU\EXWHDUO\DSSOLFDWLRQLVSHUPLWWHG\$OWKRXJK 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 15FDQKDYHDVLJQLƓFDQWLPSDFWRQWKHDPRXQWVUHFRUGHGIRUWKH UHYHQXHVDQGRQWKHUHODWHGGLVFORVXUHVLQWKH&RPSDQ\ōVVHSDUDWHƓQDQFLDOVWDWHPHQWV
2Q-XO\WKH,\$6%SXEOLVKHGWKHƓQDOYHUVLRQRI,FRS 9 – Financial instruments. 7KH GRFXPHQW LQFOXGHV WKH UHVXOWV RI WKH SKDVHV UHODWLQJ WR WKH FODVVLƓFDWLRQ DQG valuation, impairment and hedge accounting of the IASB project designed to replace IAS 39. The new standard, which replaces the previous versions of IFRS 9, should be DSSOLHGE\ƓQDQFLDOVWDWHPHQWVIURP-DQXDU\RQZDUGV
On 13 January 2016, the IASB published the standard IFRS 16 – Leases which will replace the standard IAS 17 – Leases, as well as interpretations IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases - Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease.
7KHQHZVWDQGDUGSURYLGHVDQHZGHƓQLWLRQRIOHDVHDQGLQWURGXFHVDFULWHULRQEDVHGRQ the control (right of use) of an asset in order to distinguish the leasing contracts from the VHUYLFHFRQWUDFWVLGHQWLI\LQJWKHGLVFULPLQDWRU\RQHVWKHLGHQWLƓFDWLRQRIWKHDVVHWWKH right of replacement of the same, the right to obtain substantially all of the economic EHQHƓWVGHULYLQJIURPWKHXVHRIWKHDVVHWDQGWKHULJKWWRGLUHFWWKHXVHRIWKHDVVHW underlying the contract.
7KHVWDQGDUGDSSOLHVIURP-DQXDU\EXWHDUO\DSSOLFDWLRQLVSHUPLWWHGRQO\IRU the companies that have applied IFRS 15 - Revenue from Contracts with Customers at an early date. The directors do not expect that the application of IFRS 16 can have DVLJQLƓFDQWLPSDFWRQWKHDFFRXQWLQJRIWKHOHDVLQJFRQWUDFWVDQGRQWKHUHODWHGGL-VFORVXUHVLQWKH&RPSDQ\ōVVHSDUDWHƓQDQFLDOVWDWHPHQWV+RZHYHULWLVQRWSRVVLEOHWR provide a reasonable estimate of the effect as long as the Group has not completed a detailed analysis of the related contract.
2Q6HSWHPEHUWKH,\$6%SXEOLVKHGWKHDPHQGPHQWWRIFRS 10 and IAS 28 – Sales or Contribution of Assets between an Investor and its Associate or Joint Venture7KHGRFXPHQWZDVSXEOLVKHGIRUWKHSXUSRVHRIUHVROYLQJWKHFXUUHQWFRQŴLFW between IAS 28 and IFRS 10. At the present time, this case is not applicable for the Company.
| PROPERTY | PLANT AND EQUIPMENT |
OTHER ASSETS | ASSETS UNDER CONSTRUCTION |
TOTAL | |
|---|---|---|---|---|---|
| COST | |||||
| AT 31 DECEMBER 2013 | 6,163 | 146,296 | 27,741 | 1,635 | 181,835 |
| Increases | 39 | 1,894 | 2,704 | ||
| Disposals | - | (2,282) | (2,492) | ||
| 4GENCUUKƂECVKQP | 6 | 9 | (14) | ||
| AT 31 DECEMBER 2014 | 6,208 | 147,785 | 29,579 | 3,709 | 187,281 |
| Increases | 67 | 7,802 | 1,038 | 749 | |
| Disposals | - | (2,891) | (106) | - | (2,997) |
| 4GENCUUKƂECVKQP | - | 2,668 | 63 | (2,786) | |
| AT 31 DECEMBER 2015 | 6,275 | 155,364 | 30,574 | 1,672 | 193,885 |
| AT 31 DECEMBER 2013 | 2,362 | 123,368 | 23,748 | 145 | 149,623 |
|---|---|---|---|---|---|
| Depreciation for the year | 173 | 6,096 | 1,891 | - | 8,160 |
| Eliminations for disposals | - | (1,690) | (60) | ||
| AT 31 DECEMBER 2014 | 2,535 | 127,774 | 25,579 | 0 | 155,888 |
| Depreciation for the year | 176 | 1,841 | - | 7,864 | |
| Eliminations for disposals | - | (1,701) | (106) | - | (1,807) |
| AT 31 DECEMBER 2015 | 2,711 | 131,920 | 27,314 | 0 | 161,945 |
| AT 31 DECEMBER 2015 | 3,564 | 23,444 | 3,260 | 1,672 | 31,940 |
|---|---|---|---|---|---|
| AT 31 DECEMBER 2014 | 3,673 | 20,011 | 4,000 | 3,709 | 31,393 |
The breakdown of the net carrying value of Property was as follows:
| 31.12.2015 | 31.12.2014 | CHANGE | |
|---|---|---|---|
| Land | 1,291 | 1,291 | - |
| Industrial buildings | 2,273 | 2,382 | (109) |
| TOTAL | 3,564 | 3,673 | (109) |
The main investments in the year aimed at increasing production capacity and the further automation of production of light alloy valves. Investments were also made to improve production processes - including the purchase of new alcohol washing facilities - and investments were made in maintenance and replacement, designed to keep the capital equipment constantly updated.
companies. Assets under construction include machinery under construction and advance payments to suppliers of capital equipment.
At 31 December 2015, the Company found no endogenous or exogenous indicators of impairment of its property, plant and equipment. As a result, the value of property, plant and equipment was not submitted to impairment testing.
The decreases are mainly related to the disposal of machinery to the Group's foreign
| COST | |
|---|---|
| AT 31 DECEMBER 2013 | 6,675 |
| Increases | - |
| Disposals | - |
| AT 31 DECEMBER 2014 | 6,675 |
| Increases | - |
| Disposals | - |
| AT 31 DECEMBER 2015 | 6,675 |
| ACCUMULATED DEPRECIATION AND AMORTISATION | |
| AT 31 DECEMBER 2013 | 4,453 |
| Depreciation for the year | 193 |
| AT 31 DECEMBER 2014 | 4,646 |
| Depreciation for the year | 192 |
| AT 31 DECEMBER 2015 | 4,838 |
| NET CARRYING VALUE | |
| AT 31 DECEMBER 2015 | 1,837 |
| AT 31 DECEMBER 2014 | 2,029 |
This item includes non-operating buildings owned by the Group. During the year this item did not undergo any changes except for depreciation and amortisation for the year. At 31 December 2015, the Company found no endogenous or exogenous indicators of impairment of its investment property. As a result, the value of property, plant and equipment was not submitted to impairment testing.
| PATENTS, KNOW-HOW AND SOFTWARE |
DEVELOPMENT COSTS |
OTHER INTANGIBLE ASSETS |
TOTAL | |
|---|---|---|---|---|
| COST | ||||
| AT 31 DECEMBER 2013 | 5,753 | 3,834 | 1,676 | 11,263 |
| Increases | 102 | 474 | 110 | 686 |
| 4GENCUUKƂECVKQPU | - | - | - | - |
| Decreases | - | - | - | - |
| AT 31 DECEMBER 2014 | 5,855 | 4,308 | 1,786 | 11,949 |
| Increases | 192 | 414 | 21 | 627 |
| 4GENCUUKƂECVKQPU | 66 | (46) | - | 20 |
| Decreases | - | - | - | - |
| AT 31 DECEMBER 2015 | 6,113 | 4,676 | 1,807 | 12,596 |
| DEPRECIATION, AMORTISATION AND WRITE-DOWNS | |||||
|---|---|---|---|---|---|
| AT 31 DECEMBER 2013 | 5,216 | 1,668 | 1,143 | 8,027 | |
| Amortisation 2014 | 200 | 343 | 147 | 690 | |
| Decreases | - | - | - | - | |
| AT 31 DECEMBER 2014 | 5,416 | 2,011 | 1,290 | 8,717 | |
| #OQTVKUCVKQP |
203 | 336 | 142 | 681 | |
| Decreases | - | - | - | - | |
| AT 31 DECEMBER 2015 | 5,619 | 2,347 | 1,432 | 9,398 | |
| NET CARRYING VALUE |
| AT 31 DECEMBER 2015 | 494 | 2,329 | 375 | 3,198 |
|---|---|---|---|---|
| AT 31 DECEMBER 2014 | 439 | 2,297 | 496 | 3,232 |
,QWDQJLEOH DVVHWVKDYH DƓQLWHXVHIXO OLIH DQG DV DUHVXOW DUH DPRUWLVHGWKURXJKRXW their life. The main investments in the year relate to the development of new products, including various versions of special burners for several clients and a new model of light-alloy kitchen valves (research and development activities conducted over the year are set out in the Report on Operations). Software investments include the extension of the application area and the companies covered by the Group's management system (SAP) and the realisation of the new website. Other intangible assets refer, in the main, to improvements to third-party leased assets.
At 31 December 2015, the Company found no endogenous or exogenous indicators of impairment of its intangible assets. As a result, the value of property, plant and equipment was not submitted to impairment testing.
| 31.12.2015 | 31.12.2014 | CHANGE | |
|---|---|---|---|
| In subsidiaries | 44,798 | 962 | |
| Other shareholdings | 40 | 19 | |
| TOTAL | 45,819 | 44,838 | 981 |
The change in investments in subsidiaries is broken down in the table below:
| Sabaf Immobiliare |
Faringosi Hinges |
Sabaf do Brasil |
Sabaf Mexico |
Sabaf U.S. | Sabaf Appliance Components (Cina) |
Sabaf A.C. Trading (Cina) |
Sabaf Turkey |
TOTAL | |
|---|---|---|---|---|---|---|---|---|---|
| HISTORICAL COST | |||||||||
| AT 31 DECEMBER 2013 | 13,475 | 10,329 | 8,469 | 548 | 139 | 2,250 | 200 | 13,351 | 48,761 |
| Increases/reductions of capital |
- | - | - | - | - | - | - | ||
| AT 31 DECEMBER 2014 | 13,475 | 10,329 | 8,469 | 548 | 139 | 3,400 | 200 | 13,351 | 49,911 |
| Increases/reductions of capital |
- | - | - | - | - | 1,000 | - | (1,346) | (346) |
| .KSWKFCVKQP KPXGUVOGPV |
- | - | - | - | - | - | - | ||
| AT 31 DECEMBER 2015 | 13,475 | 10,329 | 8,469 | 0 | 139 | 4,400 | 200 | 12,005 | 49,017 |
| PROVISION FOR WRITE-DOWNS | |||||||||
| AT 31 DECEMBER 2013 | 0 | 3,653 | 0 | 0 | 0 | 2,077 | 0 | 0 | 5,730 |
| Write-downs (write-backs) | - | (1,771) | - | - | 606 | - | - | (617) | |
| AT 31 DECEMBER 2014 | 0 | 1,882 | 0 | 548 | 0 | 2,683 | 0 | 0 | 5,113 |
| Write-downs (write-backs) (Note 28) |
- | (1,882) | - | - | - | - | - | (1,308) | |
| .KSWKFCVKQP KPXGUVOGPV |
- | - | - | - | - | - | - | ||
| AT 31 DECEMBER 2015 | 0 | 0 | 0 | 0 | 0 | 3,257 | 0 | 0 | 3,257 |
| NET CARRYING VALUE | |||||||||
| AT 31 DECEMBER 2015 | 13,475 | 10,329 | 8,469 | 0 | 139 | 1,143 | 200 | 12,005 | 45,760 |
| AT 31 DECEMBER 2014 | 13,475 | 8,447 | 8,469 | 0 | 139 | 717 | 200 | 13,351 | 44,798 |
| NET EQUITY (CALCULATED IN CONFORMITY WITH IAS/IFRS) | |||||||||
| AT 31 DECEMBER 2015 | 28,679 | 4,922 | 7,145 | 0 | (32) | 1,302 | 293 | 14,085 | 56,394 |
| AT 31 DECEMBER 2014 | 27,309 | 4,549 | 8,333 | 28 | (36) | 717 | 255 | 14,163 | 55,318 |
| DIFFERENCE BETWEEN NET EQUITY AND CARRYING VALUE | |||||||||
| AT 31 DECEMBER 2015 | 15,204 | (5,407) | (1,324) | 0 | (171) | 159 | 93 | 2,080 | 10,634 |
| AT 31 DECEMBER 2014 | 13,834 | (3,898) | (136) | 28 | (175) | 0 | 55 | 812 | 10,520 |
The changes in the recorded values of the subsidiaries are commented on below:
In the course of 2015 Faringosi Hinges achieved better net results compared with WKHSUHYLRXV\HDULQWHUPVRIERWKWKHGHYHORSPHQWRI VDOHVDQGSURƓWDELOLW\ZKLFK turned out to be largely positive and greater than the 2015 budget. The company has EHQHƓWHGIURPWKHLQLWLDWLYHVXQGHUWDNHQDLPHGDWLQFUHDVLQJRSHUDWLYHHIƓFLHQF\IURP the commencement of the sales of special products and from the strengthening of the dollar, into which around 30% of revenues is divided.
The forward plan 2016-2020, drafted at the end of 2015 and approved by the Board of Directors of the subsidiary, plans a further gradual improvement of sales and SURƓWDELOLW\ WR EH FRQVLGHUHG DV VXVWDLQDEO\ SXUFKDVHG DOVR JRLQJ IRUZDUG \$W December 2015, Sabaf S.p.A. tested the carrying value of the investment in Faringosi Hinges for impairment, determining its recoverable value, considered to be equivalent WRLWVXVDEOHYDOXHSOXVDYDLODEOHOLTXLGLW\E\GLVFRXQWLQJH[SHFWHGIXWXUHFDVKŴRZLQ WKHIRUZDUGSODQGUDIWHGE\WKHPDQDJHPHQW&DVKŴRZVIRUWKHSHULRG were augmented by the so-called terminal value, which expresses the operating ŴRZVWKDWWKH VXEVLGLDU\ LV H[SHFWHGWR JHQHUDWH IURPWKH VL[WK \HDUWR LQƓQLW\ DQG determined based on the perpetual income. The value of use was calculated based on a GLVFRXQWUDWH:\$&& RILQWKHLPSDLUPHQWWHVWFRQGXFWHGZKLOHGUDIWLQJ WKHVHSDUDWHƓQDQFLDOVWDWHPHQWVDW'HFHPEHU DQGDJURZWKUDWHJ RI which is in line with historical data.
The recoverable value calculated on the basis of the above-mentioned valuation assumptions and techniques was €11,061 million. The value of the investment, which in previous years was reduced for adjustment to the presumed recoverable value, reporting LQWKHVHVHSDUDWHƓQDQFLDOVWDWHPHQWVZULWHEDFNVRIŞPLOOLRQ1RWH
7KHSHUIRUPDQFHRIVDOHVSURƓWDELOLW\DQGRUGHUVLQWKHƓUVWPRQWKVRIFRQƓUPV the positive trend on which the development of the plan was based.
The table below shows the changes in recoverable value depending on changes in the WACC discount rate and growth factor g:
| IN THOUSANDS OF EURO | GROWTH RATE | ||||
|---|---|---|---|---|---|
| DISCOUNT RATE | 1.00% 1.25% 1.50% 1.75% 2.00% |
||||
| 7.45% | 12,206 | 12,622 | 13,074 | 14,100 | |
| 7.95% | 11,260 | 11,611 | 11,989 | 12,397 | 12,840 |
| 8.45% | 10,441 | 10,740 | 11,061 | 11,776 | |
| 8.95% | 9,726 | 9,983 | 10,866 | ||
| 9.45% | 9,096 | 9,319 | 9,809 | 10,079 |
In 2015 Sabaf do Brasil continued to obtain positive results, which improved compared ZLWK7KHUHGXFWLRQLQVKDUHKROGHUVōHTXLW\FRQYHUWHGLQWRHXURVDVWKHHQGRI\HDU exchange rate) is to be ascribed entirely to the strong devaluation of the Brazilian real.
During 2015 the process of voluntary liquidation of the Mexican subsidiary, no longer considered to be functional to the Group's strategic objectives. The value of the investment ZDVZULWWHQRIIHQWLUHO\GXULQJDQGDWWKHRXWFRPHRIWKHOLTXLGDWLRQQRDGGLWLRQDO charges for the Company have emerged.
The subsidiary Sabaf U.S. operates as a commercial base for North America. The difference between the carrying value and the net equity of the investment is attributable to the non-durable losses taking into consideration expected development on the North American market.
In 2015, Sabaf Appliance Components (Kunshan) Co., Ltd. launched the production of special burners for the Chinese market. Furthermore, from 2015 the company has performed the function as distributor on the Chinese market of Sabaf products manufactured in Italy and Turkey. To sustain the necessary investments at the production ODXQFK6DEDI6S\$SDLGLQŞPLOOLRQIRUWKHVKDUHFDSLWDOLQFUHDVHGXULQJWKHƓQDQFLDO \HDU2Q'HFHPEHUWKHYDOXHRIWKHLQYHVWPHQWZDVUHGXFHGLQRUGHUWRUHŴHFW WKHORVVRIWKHƓQDQFLDO\HDURIŞFRQVLGHUHGWREHGXUDEOH
Sabaf Appliance Components Trading (Kunshan) Co., Ltd., was founded during 2012 in order to perform the function as distributor. During 2015, this activity was centralised at Sabaf Appliance Components; however, the company went into liquidation.
In 2015 Sabaf Turkey achieved very satisfactory results and strong growth following WKHJUDGXDOH[SDQVLRQRISURGXFWLRQ FDSDFLW\'XULQJWKHƓQDQFLDO\HDU6DEDI7XUNH\ proceeded to make a partial reimbursement of capital to the parent company, for a higher amount than that of the current equity requirements.
| 31.12.2015 | 31.12.2014 | CHANGE | |
|---|---|---|---|
| Financial receivables from subsidiaries | 1,837 | 1,660 | 177 |
| TOTAL | 1,837 | 1,660 | 177 |
\$W 'HFHPEHU DQG DW 'HFHPEHU DQ LQWHUHVWEHDULQJ ORDQ RI 86' 2 million was recorded under this item, maturing in March 2017, granted to the subsidiary Sabaf do Brasil with the aim of optimising the Group's exposure to foreign exchange rate risk.
| 31.12.2015 | 31.12.2014 | CHANGE | |
|---|---|---|---|
| Commodities | (93) | ||
| Semi-processed goods | 9,326 | 9,166 | 160 |
| Finished products | 8,461 | 9,060 | |
| Provision for inventory write-downs | (1,870) | (2,000) | 130 |
| TOTAL | 24,675 | 25,077 | (402) |
7KHYDOXHRIƓQDOLQYHQWRULHVDW'HFHPEHUUHPDLQHGVXEVWDQWLDOO\XQFKDQJHG compared with the end of the previous year. The obsolescence provision, which refers ŞWRFRPPRGLWLHVŞWRVHPLSURFHVVHGJRRGVDQGŞWRƓQLVKHG SURGXFWVUHŴHFWVWKHLPSURYHGHVWLPDWHRIWKHULVNRIREVROHVFHQFHEDVHGRQVSHFLƓF analyses conducted at the end of the year on slow-moving and non-moving articles.
The geographical breakdown of trade receivables was as follows:
| 31.12.2015 | 31.12.2014 | CHANGE | |
|---|---|---|---|
| Italy | 14,967 | ||
| Western Europe | 1,489 | (1,366) | |
| Eastern Europe and Turkey | 6,024 | 30 | |
| Asia and Oceania (excluding Middle East) | 1,979 | 2,986 | (1,007) |
| South America | 3,043 | 2,363 | 680 |
| Middle East and Africa | 4,333 | 4,671 | (338) |
| North America and Mexico | 1,606 | 1,429 | 177 |
| GROSS TOTAL | 33,821 | 35,295 | (1,474) |
| Provision for doubtful accounts | (600) | ||
| NET TOTAL | 32,871 | 34,695 | (1,824) |
At 31 December 2015 the value of trade receivables was down against the previous year, following a moderate decrease in sales in the last quarter. At 31 December 2015, WUDGH UHFHLYDEOHV LQFOXGHG EDODQFHV WRWDOOLQJ 86' ERRNHG DW WKH (85 86'H[FKDQJHUDWHLQHIIHFWRQ'HFHPEHULH7KHDPRXQWRIWUDGH receivables recognised in accounts includes €2.3 million of receivables assigned on a QRUHFRXUVHEDVLVŞPLOOLRQDW'HFHPEHU DQGDSSUR[LPDWHO\ŞPLOOLRQ LQLQVXUHG FUHGLWVŞbPLOOLRQ DW'HFHPEHU 7KHSURYLVLRQIRUGRXEWIXO DFFRXQWVZDVLQFUHDVHGGXULQJWKHƓQDQFLDO\HDUE\Ş PDLQO\IROORZLQJWKH deterioration of the situation of an Italian customer.
| 31.12.2015 | 31.12.2014 | CHANGE | |
|---|---|---|---|
| Current receivables (not past due) |
28,280 | 29,991 | (1,711) |
| Outstanding up to 30 days | 2,233 | 1,939 | 294 |
| Outstanding from 31 to 60 days |
827 | (412) | |
| Outstanding from 31 to 90 days |
730 | 487 | 243 |
| Outstanding for more than 90 days |
2,163 | 112 | |
| TOTAL | 33,821 | 35,295 | (1,474) |
| 31.12.2015 | 31.12.2014 | CHANGE | |
|---|---|---|---|
| From Giuseppe Saleri SapA for IRES |
1,114 | 1,083 | 31 |
| From inland revenue for IRAP |
- | ||
| From inland revenue or VAT |
30 | 444 | (414) |
| TOTAL | 1,749 | 1,527 | 222 |
Sabaf S.p.A. has been part of the national tax consolidation scheme pursuant to Articles RIWKH8QLƓHG,QFRPH7D[/DZ7KLVRSWLRQZDVUHQHZHGLQIRUWKUHH\HDUV In this scheme, the parent company Giuseppe Saleri S.a.p.A. acts as the consolidating company. At 31 December 2015 the receivable from Giuseppe Saleri S.a.p.A. includes, DWŞWKHUHFHLYDEOHIURPWKHIXOOGHGXFWLELOLW\RI,5\$3IURP,5(6UHODWLQJWRWKH 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 Sabaf S.p.A. for the share pertaining to it as soon as it is refunded.
The tax receivable for IRAP is generated by the higher tax payments on account paid in during the year compared with the tax due.
| 31.12.2015 | 31.12.2014 | CHANGE | |
|---|---|---|---|
| Credits to be received from suppliers |
306 | ||
| Advances to suppliers | 33 | ||
| Due from INAIL | 32 | 62 | (30) |
| Other | 276 | 371 | |
| TOTAL | 1,198 | 1,283 | (85) |
\$W'HFHPEHU&UHGLWVWREHUHFHLYHGIURPVXSSOLHUVLQFOXGHGŞUHODWHG to the relief due to the parent company as an energy-intensive business (so-called ŏHQHUJ\LQWHQVLYHERQXVHVŐ IRUWKH\HDUVDQG
\$W 'HFHPEHU DGYDQFH SD\PHQWVWR VXSSOLHUV LQFOXGHG ŞWR 6DEDI Immobiliare s.r.l., paid on account for the 2015 rent of the properties owned by the subsidiary.
| 31.12.2015 | 31.12.2014 | CHANGE | |
|---|---|---|---|
| Financial receivables from subsidiaries |
1,000 | - | 1,000 |
| Derivatives on currency | 69 | - | 69 |
| TOTAL | 1,069 | 0 | 1,069 |
'XULQJWKH ƓQDQFLDO \HDU DQ LQWHUHVWEHDULQJ ORDQ RI Ş PLOOLRQ ZDV SDLGWR 6DEDI Appliance Components Co., Ltd. to support the Chinese subsidiary's working capital. The loan has a term of 12 months.
\$W'HFHPEHUWKHUHZHUHIRUZDUGVDOHFRQWUDFWVRI86'PLOOLRQPDWXULQJ RQ'HFHPEHUZKRVHIDLUYDOXHDWWKHHQGRIWKH\HDUZDVSRVLWLYHDWŞ Exchange gains for the same amount were recognised in the income statement.
7KH LWHP &DVK DQG FDVK HTXLYDOHQWV HTXDO WR Ş DW 'HFHPEHU ŞDW'HFHPEHU UHIHUVDOPRVWH[FOXVLYHO\WREDQNFXUUHQWDFFRXQW balances.
\$W'HFHPEHUWKHSDUHQWFRPSDQ\ōVVKDUHFDSLWDOFRQVLVWVRIVKDUHV with a par value of €1.00 each. The share capital paid in and subscribed did not change during the year.
'XULQJWKHƓQDQFLDO\HDU6DEDI6S\$DFTXLUHGWUHDVXU\ VKDUHVDWDQDYHUDJH unit price of €11.675; there have been no sales.
\$W'HFHPEHUWKHSDUHQWFRPSDQ\6DEDI6S\$KHOGWUHDVXU\VKDUHV HTXDOWRRIVKDUHFDSLWDOWUHDVXU\VKDUHVDW'HFHPEHU UHSRUWHG LQWKHƓQDQFLDOVWDWHPHQWVDVDQDGMXVWPHQWWRVKDUHKROGHUVōHTXLW\DWDXQLWYDOXHRI ŞWKHPDUNHWYDOXHDW\HDUHQGZDVŞ
7KHUHZHUHRXWVWDQGLQJVKDUHVDW'HFHPEHUDW 'HFHPEHU
| 31.12.2015 | 31.12.2014 | |||
|---|---|---|---|---|
| CURRENT | NON CURRENT |
CURRENT | NON CURRENT |
|
| Unsecured loans | 2,707 | 4,632 | 2,660 | 7,340 |
| Short-term bank loans |
13,194 | - | 9,647 | - |
| Advances on bank receipts or invoices |
- | 6,091 | - | |
| Interest payable | 36 | - | 40 | - |
| TOTAL | 21,762 | 4,632 | 18,438 | 7,340 |
\$OO RXWVWDQGLQJ EDQN ORDQV DUH GHQRPLQDWHG LQ HXUR DW D ŴRDWLQJ UDWH OLQNHG WR WKH Euribor, with the exception of a short-term loan of USD 1.3 million.
The loans are not bound by contractual provisions (covenants).
1RWHSURYLGHVLQIRUPDWLRQRQƓQDQFLDOULVNVSXUVXDQWWR,)56
| 31.12.2015 | 31.12.2014 | CHANGE | |
|---|---|---|---|
| Derivative instruments on interest rates |
14 | - | 14 |
| TOTALE | 14 | 0 | 14 |
\$W 'HFHPEHU D QHJDWLYH IDLU YDOXH RI WKH RXWVWDQGLQJ GHULYDWLYH ƓQDQFLDO instruments hedging rate risks was recorded under this item (Note 36). Financial charges in the same amount were recognised in the 2015 income statement.
| 31.12.2015 | 31.12.2014 | |
|---|---|---|
| LIABILITIES AT 1 JANUARY | 2,641 | 2,496 |
| Financial expenses | ||
| Amounts paid out | (111) | |
| Actuarial gains and losses | (38) | 243 |
| LIABILITIES AT 31 DECEMBER | 2,527 | 2,641 |
)ROORZLQJWKHUHYLVLRQRI,\$6(PSOR\HHEHQHƓWVIURP-DQXDU\DOODFWXDULDO gains or losses are recorded immediately in the comprehensive income statement ("Other comprehensive income") under the item "Actuarial income and losses".
3RVWHPSOR\PHQWEHQHƓWVDUHFDOFXODWHGDVIROORZV
| 31.12. 2015 | 31.12.2014 | |
|---|---|---|
| Discount rate | 1.60% | 1.40% |
| +PƃCVKQP | 2.00% | 2.00% |
| 31.12. 2015 | 31.12.2014 | |
|---|---|---|
| Mortality rate | ISTAT 2010 M/F | ISTAT 2010 M/F |
| Disability rate | INPS 1998 M/F | INPS 1998 M/F |
| Staff turnover | 6% per year of all ages | 6% per year of all ages |
| Advance payouts | RGT [GCT |
RGT [GCT |
| Retirement age | pursuant to legislation in force on 31 December |
pursuant to legislation in force on 31 December 2014 |
\$FFRUGLQJWRDUWLFOHRI,\$6ZKLFKUHODWHVWRWKHGHƓQLWLRQRIDFWXDULDODVVXPSWLRQV DQG VSHFLƓFDOO\WKHGLVFRXQWUDWHWKHVH VKRXOGEHGHWHUPLQHGZLWKUHIHUHQFHWRWKH yields on high-quality corporate bonds, i.e. those with low credit risk. With reference to WKHGHƓQLWLRQRIŏ,QYHVWPHQW*UDGHŐVHFXULWLHVIRUZKLFKDVHFXULW\LVGHƓQHGDVVXFKLI it has a rating equal to or higher than BBB from S&P or Baa2 from Moody's, only bonds issued from corporate issuers rated "AA" were considered, on the assumption that this FDWHJRU\LGHQWLƓHVDKLJKUDWLQJOHYHOZLWKLQDOOLQYHVWPHQWJUDGHVHFXULWLHVDQGWKHUHE\ H[FOXGHVWKHULVNLHVWVHFXULWLHV*LYHQWKDW,\$6GRHVQRWPDNHH[SOLFLWUHIHUHQFHWR D VSHFLƓF VHFWRURILQGXVWU\LWZDVGHFLGHGWRDGRSWD ŏFRPSRVLWHŐPDUNHW FXUYHWKDW summarised the market conditions existing on the date of valuation of securities issued E\FRPSDQLHVRSHUDWLQJLQGLIIHUHQWVHFWRUVLQFOXGLQJWKHXWLOLWLHVWHOHSKRQHƓQDQFLDO banking and industrial sectors. For the geographical area, the calculation was made with reference to the euro zone.
| 31.12.2014 | PROVISIONS | UTILIZATION | RELEASE OF EXCESS PORTION |
31.12.2015 | |
|---|---|---|---|---|---|
| Reserve for agents' indemnities |
31 | - | 266 | ||
| Product guarantee fund | 160 | 8 | (108) | - | 60 |
| Reserve for legal risks | 70 | - | - | (70) | - |
| TOTAL | 515 | 39 | (108) | (120) | 326 |
The reserve for agents' indemnities covers amounts payable to agents if the Company terminates the agency relationship.
The product warranty reserve covers the risk of returns or charges by customers for products already sold.
7KHUHVHUYHIRUOHJDOULVNVVHWDVLGHIRUPRGHUDWHGLVSXWHVLQSUHYLRXVƓQDQFLDO\HDUV
The geographical breakdown of trade payables was as follows:
| 31.12.2015 | 31.12.2014 | CHANGE | |
|---|---|---|---|
| Italy | 14,064 | 472 | |
| Western Europe | 2,870 | ||
| Eastern Europe and Turkey |
327 | 32 | |
| Asia and Oceania | 420 | ||
| South America | 14 | (11) | |
| Middle East and Africa |
10 | - | 10 |
| North America and Mexico |
1 | 87 | (86) |
| TOTAL | 18,203 | 17,573 | 630 |
7KHDPRXQWRIWUDGHSD\DEOHVLQ FXUUHQFLHVRWKHUWKDQWKHHXURLVQRW VLJQLƓFDQW\$W 'HFHPEHUWKHUHZHUHQRRYHUGXHSD\DEOHVRIDVLJQLƓFDQWDPRXQWDQGWKH Company had not received any injunctions for overdue payables.
was zeroed out since the disputes have had a favourable outcome.
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 timediscounted because the effect is considered negligible.
| 31.12.2015 | 31.12.2014 | CHANGE | |
|---|---|---|---|
| To Giuseppe Saleri SapA for IRES |
- | 1,092 | (1,092) |
| From inland revenue for IRAP |
- | 16 | (16) |
| To inland revenue for IRPEF withholding |
788 | 617 | 171 |
| TOTAL | 788 | 1,725 | (937) |
\$WWKHHQGRIWKHƓQDQFLDO\HDUWKH&RPSDQ\GRHVQRWKDYHSD\DEOHVIRU,5(6DQG,5\$3VLQFH WKHSD\PHQWVRQDFFRXQWPDGHGXULQJWKHƓQDQFLDO\HDUDUHJUHDWHUWKDQWKHWD[HVGXH
| 31.12.2015 | 31.12.2014 | CHANGE | |
|---|---|---|---|
| Due to employees | |||
| To social security institutions |
1,861 | 2,148 | (287) |
| Prepayments from customers |
88 | 246 | |
| Due to agents | 281 | (14) | |
| Other current payables |
- | ||
| TOTAL | 5,942 | 6,558 | (616) |
At the beginning of 2016, payables due to employees and social security institutions were paid in accordance with the scheduled expiry dates.
| 31.12.2015 | 31.12.2014 | |
|---|---|---|
| Deferred tax assets | 3,611 | |
| Deferred tax liabilities | ||
| NET POSITION | 3,135 | 3,576 |
The table below analyses the nature of the temporary differences that determine the recognition of deferred tax liabilities and assets and their movements during the year and the previous year.
| Amortisation and leasing |
Provisions and value adjustments |
Fair value of derivative instruments |
Goodwill | Actuarial post-employment EHQHƓWUHVHUYH evaluation |
Other temporary differences |
TOTAL | |
|---|---|---|---|---|---|---|---|
| AT 31 DECEMBER 2013 | 245 | 1,098 | 5 | 1,993 | 136 | 155 | 3,632 |
| Income statement | 108 | - | - | - | (61) | (118) | |
| 5JCTGJQNFGTUo GSWKV[ |
- | - | - | 67 | - | 62 | |
| AT 31 DECEMBER 2014 | 353 | 933 | 0 | 1,993 | 203 | 94 | 3,576 |
| Income statement | - | (140) | (19) | (222) | (27) | (433) | |
| 5JCTGJQNFGTUo GSWKV[ |
- | - | - | - | (8) | - | (8) |
| AT 31 DECEMBER 2015 | 353 | 793 | (19) | 1,771 | 170 | 67 | 3,135 |
7D[DVVHWVUHODWLQJWRJRRGZLOOUHIHUWRWKHUHGHPSWLRQRIWKHYDOXHRIWKHLQYHVWPHQWLQ)DULQJRVL+LQJHVVUOPDGHLQ7KHIXWXUHWD[EHQHƓWFDQEHPDGHLQWHQDQQXDOSRUWLRQV VWDUWLQJLQ
\$W'HFHPEHUWKH*URXSōV,WDOLDQFRPSDQLHVDFFRXQWHGIRUWKHDGMXVWPHQWRIWKHGHIHUUHGWD[DWLRQUHGXFWLRQRIWKH,5(6UDWHIURPWRIURPSURYLGHGE\WKH 6WDELOLW\/DZ>/HJJHGL6WDELOLW¢@ UHFRJQLVLQJRYHUDOODQHJDWLYHHIIHFWLQWKHLQFRPHVWDWHPHQWRIŞ1RWH
\$VUHTXLUHGE\WKH&2162%PHPRUDQGXPRI-XO\ZHGLVFORVHWKDWWKH&RPSDQ\ōVQHWƓQDQFLDOSRVLWLRQLVDVIROORZV
| 31.12.2015 | 31.12.2014 | CHANGE | ||
|---|---|---|---|---|
| A. | Cash (Note 11) | 6 | 8 | (2) |
| B. | Positive balances of unrestricted bank accounts (Note 11) | 1,084 | (274) | |
| C. | 1VJGT ECUJ GSWKXCNGPVU |
0 | 0 | 0 |
| D. | LIQUIDITY (A+B+C) | 1,090 | 1,366 | (276) |
| E. | Current bank payables (Note 14) | 3.277 | ||
| F. | Current portion of non-current debt (Note 14) | 2,707 | 2,660 | 47 |
| G. | 1VJGT PQPEWTTGPV ƂPCPEKCN RC[CDNGU 0QVG |
14 | 0 | 14 |
| H. | CURRENT FINANCIAL DEBT (E+F+G) | 21,776 | 18,438 | 3,338 |
| I. | 0'6 %744'06 (+0#0%+#. 215+6+10 *& |
20,686 | 17,072 | 3,614 |
| J. | Non-current bank payables (Note 14) | 4,632 | 7,340 | (2,708) |
| K. | 1VJGT PQPEWTTGPV ƂPCPEKCN NKCDKNKVKGU |
0 | 0 | 0 |
| L. | 010%744'06 (+0#0%+#. &'\$6 , - |
4,632 | 7,340 | (2,708) |
| M. | NET FINANCIAL DEBT (I+L) | 25,318 | 24,412 | 906 |
7KHFDVKŴRZVWDWHPHQWVKRZVFKDQJHVLQFDVKDQGFDVKHTXLYDOHQWVOHWWHU'RIWKLVVFKHGXOH
,QVDOHVUHYHQXHWRWDOOHGŞGRZQE\Ş FRPSDUHGZLWK
| 2015 | % | 2014 | % | % CHANGE | |
|---|---|---|---|---|---|
| Italy | 38,081 | 33.4% | 39,770 | 34.3% | -4.2% |
| Western Europe | 6,481 | 7,880 | 6.8% | -17.8% | |
| Eastern Europe and Turkey | 28,322 | 24.8% | 30,287 | 26.1% | |
| Asia and Oceania (excluding Middle East) |
6,347 | -2.8% | |||
| Central and South America | 11,991 | 9.2% | +13.3% | ||
| Middle East and Africa | 16,479 | 14.3% | |||
| North America and Mexico | 6,261 | 4,311 | 3.7% | ||
| TOTAL | 113,962 | 100% | 115,919 | 100% |
| 2015 | % | 2014 | % | % CHANGE | |
|---|---|---|---|---|---|
| Brass valves | 12,673 | 11.1% | 13,738 | 11.9% | -7.8% |
| Light alloy valves | 33,663 | 29.6% | 29.1% | -0.3% | |
| Thermostats | 9.2% | 12,268 | 10.6% | -14.3% | |
| VALVES AND THERMOSTATS TOTAL |
56,849 | 49.9% | 59,764 | 51.6% | |
| Standard burners | 22,983 | 20.2% | 23,261 | 20.1% | -1.2% |
| Special burners | 20,773 | 18.2% | 17.2% | +4.0% | |
| BURNERS TOTAL | 43,756 | 38.4% | 43,236 | 37.3% | +1.2% |
| Accessories and other revenues |
13,357 | 11.7% | 12,919 | 11.1% | +3.4% |
| TOTAL | 113,962 | 100% | 115,919 | 100% |
During 2015 there was a decrease in sales on the European markets, more marked in Western Europe also due to a further shift in production of household appliances towards countries with lower labour costs. Better results were obtained on the non-European markets, with a sizable increase in sales on the American continent, also favoured by the strong dollar.
WKHUPRVWDWV PRUH VLJQLƓFDQW IRU EUDVV SURGXFWV D VXEVWDQWLDO VWDELOLW\ RI VDOHV RI standard burners and a good increase of sales of special burners, also thanks to the LQWURGXFWLRQRIQHZKLJKHQHUJ\HIƓFLHQF\PRGHOV
\$YHUDJHVDOHVSULFHVLQZHUHDURXQGORZHUFRPSDUHGZLWK
Refer to the Report on Operations for more detailed comments on the trends that marked the Group's market over the year.
The analysis per product family shows a rather marked decrease for valves and
180
| 31.12.2015 | 31.12.2014 | CHANGE | |
|---|---|---|---|
| Sale of trimmings | 1,403 | 1,782 | (379) |
| Services to subsidiaries |
280 211 |
69 | |
| Contingent income | 260 | 201 | |
| Rental income | 116 | 132 | (16) |
| Use of provisions for risks and contingencies |
26 | 132 | |
| Services to parent companies |
10 | 10 | 0 |
| Other | 613 | (107) | |
| TOTAL | 2,733 2,975 |
(242) |
The fall in the sale of trimmings is related to the reduction in volumes of die cast parts. Services to subsidiaries and parent companies refer to administrative, commercial and technical services within the scope of the Group.
| 31.12.2015 | 31.12.2014 | CHANGE | |
|---|---|---|---|
| Commoditie and outsourced components |
40,279 | 41,323 | (1,044) |
| Consumables | 3,496 | 86 | |
| TOTAL | 43,861 | 44,819 | (958) |
The effective purchase prices of the principal raw materials (brass, aluminium and steel DOOR\V LQFUHDVHG RQ DYHUDJHE\ DURXQG YHUVXV&RQVXPSWLRQSXUFKDVHV SOXVFKDQJHLQLQYHQWRU\ DVDSHUFHQWDJHRIVDOHVZDVLQFRPSDUHGZLWK LQ
| 2015 | 2014 | CHANGE | |
|---|---|---|---|
| Outsourced processing |
9,202 | ||
| Electricity and natural gas |
3,874 | (476) | |
| Property rental | 4,032 | 4,000 | 32 |
| Maintenance | 2,661 | 3,163 | |
| Transport and export expenses |
1,392 | ||
| Advisory services | 1,488 | 1,210 | 278 |
| Directors' remuneration |
1,049 | 816 | 233 |
| Commissions | 778 | (204) | |
| Travel expenses and allowances |
674 | 82 | |
| Waste disposal | 364 | 400 | (36) |
| Canteen | 317 | (2) | |
| Insurance | 443 | 128 | |
| Temporary agency workers |
173 | (28) | |
| Factoring fees | 116 | (101) | |
| Other costs | 1,864 | ||
| TOTAL | 28,751 | 29,795 | (1,044) |
The fall in outsourced processing costs was due to the partial insourcing of certain phases of burner production. The reduction in energy costs results from the reduction LQWKHSULFHRIHOHFWULFDOHQHUJ\DQGJDVRQDYHUDJHFRPSDUHGZLWK DQG from reduced consumption. The increase in maintenance costs is linked to the normal cyclicality of maintenance operations; the maintenance policies, aimed at guaranteeing FRQVWDQWHIƓFLHQF\RIDOOWKHSURGXFWLRQSODQWVGLGQRWUHJLVWHUDQ\FKDQJHV7KHLQFUHDVH in insurance costs is attributable to the introduction of a commercial insurance cover policy (simultaneously no-recourse factoring commissions, previously the prevalent form of credit guarantee, were reduced).
Other costs included charges by customers, expenses for the registration of patents, leasing third-party assets, cleaning costs and other minor charges.
| 2015 | 2014 | CHANGE | |
|---|---|---|---|
| Salaries and wages | 18,767 | 10 | |
| Social security costs | 6,131 | ||
| Temporary agency workers |
1,182 | (183) | |
| Post-employment DGPGƂV TGUGTXG CPF other payroll costs |
1,888 | 1,660 | 228 |
| TOTAL | 27,968 | 27,938 | 30 |
\$YHUDJH &RPSDQ\ KHDGFRXQW LQ WRWDOOHG HPSOR\HHV EOXHFROODUV ZKLWHFROODUV DQG VXSHUYLVRUV PDQDJHUV FRPSDUHG ZLWK LQ EOXHFROODUVZKLWHFROODUVDQG VXSHUYLVRUVPDQDJHUV 7KHDYHUDJHQXPEHURI WHPSRUDU\VWDIIZLWKVXSSO\FRQWUDFWZDVLQLQ
During the year the Company made sporadic use of the temporary unemployment fund in periods characterized by low production requirements: this allowed savings in SHUVRQQHOFRVWVRIŞŞLQ
| 2015 | 2014 | CHANGE | |
|---|---|---|---|
| Losses and write-downs of trade receivables |
360 | 44 | 316 |
| Duties and other non-income taxes |
179 | 173 | 6 |
| Contingent liabilities | 87 | 72 | |
| Reserves for risks | 8 | 102 | (94) |
| Other provisions | 31 | 22 | 9 |
| Other administrative expenses |
84 | 122 | (38) |
| TOTAL | 821 | 550 | 271 |
Non-income taxes mainly include IMU, TASI and the tax for the disposal of urban solid waste. Provisions for risks and other provisions relate to sums set aside for the risks described in Note 17.
| 2015 | 2014 | CHANGE | |
|---|---|---|---|
| Write-back of Faringosi Hinges |
1,882 | 1,771 | 111 |
| Write-down of Sabaf Appliance Components |
(606) | 32 | |
| Write-down of Sabaf Mexico |
- | ||
| Write-downs of other investments |
- | ||
| TOTAL | 1,303 | 618 | 685 |
7KHZULWHGRZQV DQGZULWHEDFNV LQ LQYHVWPHQWV DUH FRPPHQWHGXSRQ LQ 1RWHWR which reference is made.
| 2015 | 2014 | CHANGE | |
|---|---|---|---|
| Interest paid to banks | 248 | 211 | 37 |
| Bank charges | 210 | 214 | (4) |
| 1VJGT ƂPCPEKCN expenses |
42 | 41 | 1 |
| TOTAL | 500 | 466 | 34 |
In 2015, the Company reported net foreign exchange losses of €261,000, versus net gains RIŞLQ\$VGHVFULEHGDW1RWHGXULQJWKHƓQDQFLDO\HDUWKHVXEVLGLDU\6DEDI 7XUNH\SDUWLDOO\UHLPEXUVHGWKHVKDUHFDSLWDOLQWKHDPRXQWRIPLOOLRQ7XUNLVKOLUD This operation determined the recognition in the consolidated income statement of an H[FKDQJHUDWHORVVRIŞIURPWKHGLIIHUHQFHEHWZHHQWKH DYHUDJHH[FKDQJH rate at which the capital was paid in and the exchange rate on the reimbursement date.
| 2015 | 2014 | CHANGE | |
|---|---|---|---|
| Sabaf do Brasil dividends | - | 970 | (970) |
| TOTAL | 0 | 970 | (970) |
| 2015 | 2014 | CHANGE | |
|---|---|---|---|
| Current tax | 2,126 | 2,800 | (674) |
| Deferred tax assets and liabilities |
433 | 118 | |
| Previous years' tax | (42) | (263) | 221 |
| TOTAL | 2,517 | 2,655 | (138) |
&XUUHQW WD[HV LQFOXGH ,5(6 RI Ş DQG ,5\$3 RI Ş Ş DQG ŞUHVSHFWLYHO\LQ 7KHVLJQLƓFDQWUHGXFWLRQLQ,5\$3LVDFRQVHTXHQFHRI the deductibility of the labour costs arising from the taxable base as from 2015.
5HFRQFLOLDWLRQEHWZHHQWKHWD[EXUGHQERRNHGLQ\HDUHQGƓQDQFLDOVWDWHPHQWVDQGWKH theoretical tax burden calculated according to the statutory tax rates currently in force in Italy is shown in the following table:
| 2015 | 2014 | |
|---|---|---|
| Theoretical income tax | 2,244 | 2,897 |
| Permanent tax differences | (496) | (712) |
| Effect of dividends from subsidiaries not subject to taxation |
- | (267) |
| Previous years' tax | (37) | |
| Adjustment of the deferred taxation for a change in the IRES rate (Note 21) |
390 | - |
| Other differences | 16 | - |
| IRES (current and deferred) | 2,117 | 1,662 |
| IRAP (current and deferred) | 400 | 993 |
| TOTAL | 2,517 | 2,655 |
Theoretical taxes were calculated applying the current corporate income tax (IRES) rate, LHWRWKHSUHWD[UHVXOW7KHSHUPDQHQWGLIIHUHQFHVPDLQO\LQFOXGHEHQHƓWV pertaining to the company resulting from membership of the national tax consolidation VFKHPH1RWH IRUŞDQGWKHWD[HIIHFWRIDGMXVWPHQWVLQYDOXHRILQYHVWPHQWV in subsidiaries of €360,000.
IRAP is not taken into account for the purpose of reconciliation because, as it is a tax ZLWKDGLIIHUHQWDVVHVVPHQWEDVLVIURPSUHWD[SURƓWLWZRXOGJHQHUDWHGLVWRUWLYHHIIHFWV
1RVLJQLƓFDQWWD[GLVSXWHVZHUHSHQGLQJDW'HFHPEHU
2Q0D\VKDUHKROGHUVZHUHSDLGDQRUGLQDU\GLYLGHQGRIŞSHUVKDUHWRWDO GLYLGHQGVRIŞ
7KH 'LUHFWRUV KDYH UHFRPPHQGHG SD\PHQW RI D GLYLGHQG RI Ş SHU VKDUH WKLV year. This dividend is subject to approval of shareholders in the annual Shareholders' 0HHWLQJDQGZDVQRWLQFOXGHGXQGHUOLDELOLWLHVLQWKHVHƓQDQFLDOVWDWHPHQWV
The dividend proposed is scheduled for payment on 25 May 2016 (ex-date 23 May and UHFRUGGDWH0D\
Within the Sabaf Group, the Company operates exclusively in the gas parts segment. 7KHLQIRUPDWLRQLQWKHFRQVROLGDWHGƓQDQFLDOVWDWHPHQWVLVGLYLGHGEHWZHHQWKHYDULRXV segments in which the Group operates.
,QDFFRUGDQFHZLWK,)56DEUHDNGRZQRIWKHƓQDQFLDOLQVWUXPHQWVLVVKRZQEHORZ DPRQJWKHFDWHJRULHVVHWIRUWKLQ,\$6
| 31.12.2015 | 31.12.2014 | ||||||
|---|---|---|---|---|---|---|---|
| FINANCIAL ASSETS | |||||||
| Comprehensive income statement fair value | |||||||
| • >KXCVKXG ECUJ ƃQY JGFIGU QP currency) |
69 | 0 | |||||
| AMORTISED COST | |||||||
| • %CUJ CPF ECUJ GSWKXCNGPVU |
1,090 | 1,366 | |||||
| • Trade receivables and other receivables |
34,069 | 35,979 | |||||
| • Non-current loans | 1,837 | 1,660 | |||||
| • Current loans | 1,000 | 0 | |||||
| FINANCIAL LIABILITIES | |||||||
| Comprehensive income statement fair value | |||||||
| • >KXCVKXG ECUJ ƃQY JGFIGU QP interest rates) |
14 | 0 | |||||
| AMORTISED COST | |||||||
| • Loans | 26,394 | |
|---|---|---|
| • Trade payables | 18,203 |
7KH&RPSDQ\LVH[SRVHGWRƓQDQFLDOULVNVUHODWHGWRLWVRSHUDWLRQVPDLQO\
,WLVSDUWRI6DEDIōVSROLFLHVWRKHGJHH[SRVXUHWRFKDQJHVLQSULFHVDQGLQŴXFWXDWLRQVLQ H[FKDQJHDQGLQWHUHVWUDWHVYLDGHULYDWLYHƓQDQFLDOLQVWUXPHQWV+HGJLQJLVGRQHXVLQJ forward contracts, options or combinations of these instruments. Generally speaking, WKH PD[LPXP GXUDWLRQ FRYHUHG E\ VXFK KHGJLQJ GRHV QRW H[FHHG PRQWKV 7KH Company does not enter into speculative transactions. When the derivatives used for hedging purposes meet the necessary requisites, hedge accounting rules are followed.
| 31.12.2015 | 31.12.2014 | |||
|---|---|---|---|---|
| FINANCIAL EXPENSES |
CASH FLOW HEDGE RESERVE |
FINANCIAL EXPENSES |
CASH FLOW HEDGE RESERVE |
|
| Increase of 100 base points |
80 | - | 100 | - |
| Decrease of 100 base points |
(80) | - | (26) | - |
\$VLJQLƓFDQWSRUWLRQRIWKH&RPSDQ\ōVDFTXLVLWLRQVLVUHSUHVHQWHGE\EUDVVVWHHODQG aluminium alloys. Sales prices of products are generally renegotiated annually; as a result, the Company is unable to immediately pass on to clients any changes in the prices of commodities during the year. The Company 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 ƓQDQFLDOLQVWUXPHQWV,QDQGWKH&RPSDQ\GLGQRWXVHƓQDQFLDOGHULYDWLYHV on commodities. To stabilise the rising costs of commodities, Sabaf preferred to execute WUDQVDFWLRQV RQ WKH SK\VLFDO PDUNHW Ɠ[LQJ SULFHV ZLWK VXSSOLHUV IRU LPPHGLDWH DQG deferred delivery.
7KH*URXSRSHUDWHVZLWKDORZGHEWUDWLRQHWƓQDQFLDOGHEWVKDUHKROGHUVōHTXLW\DW 'HFHPEHURIQHWƓQDQFLDOGHEW(%,7'\$RI DQGKDVXQXVHGVKRUW term lines of credit. To minimise the risk of liquidity, the Administration and Finance Department:
Credit risk management
and smaller manufacturers in a few or single markets. The Company assesses the creditworthiness of all its customers at the start of supply and systemically on at least an annual basis. After this assessment, each client is assigned a credit limit.
A credit insurance policy is in place, which guarantees cover for approximately 60% of trade receivables.
Credit risk relating to customers operating in emerging economies is generally attenuated by the expectation of revenue through letters of credit.
The main exchange rate to which the Company is exposed is the euro/USD in relation to sales made in dollars (mainly in North America) and, to a lesser extent, to some purchases (mainly from Asian manufacturers). Sales in US dollars represented 7.7% of total revenue in 2015, while purchases in dollars represented 3.7% of total revenue. The operations in dollars were partially hedged through forward sales contracts. At 31 December 2015 there were forward sales of dollars, maturing on 31 December 2016, IRUDWRWDORI86'PLOOLRQ
:LWKUHIHUHQFHWRƓQDQFLDODVVHWVDQGOLDELOLWLHVLQ86GROODUVDW'HFHPEHUD hypothetical and immediate revaluation of 10% of the euro against the dollar would have led to a loss of €301,000, without considering the pending forward sale contracts.
7KH&RPSDQ\ERUURZVPRQH\DWDŴRDWLQJUDWHWRUHDFKDQRSWLPXPPL[RIŴRDWLQJDQG Ɠ[HGUDWHVLQWKHVWUXFWXUHRIWKHORDQVWKH&RPSDQ\DVVHVVHVZKHWKHUWRXVHGHULYDWLYH ƓQDQFLDOLQVWUXPHQWV'XULQJWKHƓQDQFLDO\HDUWKH*URXSFRQFOXGHGDQLQWHUHVWUDWH swap (IRS) contract for amounts and maturities coinciding with an unsecured loan in the course of being amortised, whose residual value at 31 December 2015 is € PLOOLRQ7KHFRQWUDFWZDVQRWGHVLJQDWHGDVDFDVKŴRZKHGJHDQGLVWKHUHIRUH recognised using the "fair value in the income statement" method.
:LWKUHIHUHQFHWRƓQDQFLDODVVHWVDQGOLDELOLWLHVDWYDULDEOHUDWHDW'HFHPEHU DQG'HFHPEHUDK\SRWKHWLFDOLQFUHDVHGHFUHDVH LQWKHLQWHUHVWUDWHRI base points versus the interest rates in effect at the same date – all other variables being equal - would lead to the following effects:
%HORZLVDQDQDO\VLVE\H[SLUDWLRQGDWHRIƓQDQFLDOSD\DEOHVDW'HFHPEHUDQG'HFHPEHU
| AT 31 DECEMBER 2015 | ||||||
|---|---|---|---|---|---|---|
| CARRYING VALUE |
CONTRACTUAL FINANCIAL FLOWS |
WITHIN 3 MONTHS |
FROM 3 MONTHS TO 1 YEAR |
FROM 1 TO 5 YEARS |
MORE THAN 5 YEARS |
|
| Unsecured loans | 7,339 | 700 | 2,099 | 4,707 | - | |
| Short-term bank loans | 2,000 | - | - | |||
| TOTAL FINANCIAL PAYABLES | 26,394 | 26,561 | 17,755 | 4,099 | 4,707 | 0 |
| Trade payables | 18,203 | 18,203 | 17,232 | 971 | - | - |
| TOTAL | 44,597 | 44,764 | 34,987 | 5,070 | 4,707 | 0 |
| AT 31 DECEMBER 2014 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| CARRYING VALUE |
CONTRACTUAL FINANCIAL FLOWS |
WITHIN 3 MONTHS |
FROM 3 MONTHS TO 1 YEAR |
FROM 1 TO 5 YEARS |
MORE THAN 5 YEARS |
||||||
| Unsecured loans | 10,000 | 10,336 | 702 | - | |||||||
| Short-term bank loans | - | - | - | ||||||||
| TOTAL FINANCIAL PAYABLES | 25,778 | 26,114 | 16,480 | 2,105 | 7,529 | 0 | |||||
| Trade payables | 16,217 | - | - | ||||||||
| TOTAL | 43,351 | 43,687 | 32,697 | 3,461 | 7,529 | 0 |
The various due dates are based on the period between the balance sheet date and the contractual expiration date of the commitments; the values indicated in the chart FRUUHVSRQGWRQRQGLVFRXQWHGFDVKŴRZV&DVKŴRZVLQFOXGHWKHVKDUHVRISULQFLSDODQG LQWHUHVWIRUŴRDWLQJUDWHOLDELOLWLHVWKHVKDUHVRILQWHUHVWDUHGHWHUPLQHGEDVHGRQWKH YDOXHRIWKHUHIHUHQFHSDUDPHWHUDWWKHƓQDQFLDO\HDUHQGDQGLQFUHDVHGE\WKHVSUHDG set forth in each contract.
7KH UHYLVHG ,)56 UHTXLUHV WKDW ƓQDQFLDO LQVWUXPHQWV UHSRUWHG LQ WKH VWDWHPHQW RI ƓQDQFLDO SRVLWLRQ DW IDLU YDOXH EH FODVVLƓHG EDVHG RQ D KLHUDUFK\ WKDW UHŴHFWV WKH VLJQLƓFDQFHRIWKHLQSXWXVHGLQGHWHUPLQLQJWKHIDLUYDOXH,)56PDNHVDGLVWLQFWLRQ between the following levels:
• Level 1 – quotations found on an active market for assets or liabilities subject to assessment;
The following table shows the assets and liabilities valued at fair value at 31 December 2015, by hierarchical level of fair value assessment.
| LEVEL 1 | LEVEL 2 | LEVEL 3 | LEVEL 4 | |
|---|---|---|---|---|
| %WTTGPV ƂPCPEKCN CUUGVU FGTKXCVKXGU QP EWTTGPE[ |
- | 69 | - | 69 |
| TOTAL ASSETS | 0 | 69 | 0 | 69 |
| 1VJGT ƂPCPEKCN NKCDKNKVKGU FGTKXCVKXGU QP nterest rates) |
- | 14 | - | 14 |
| TOTAL LIABILITIES | 0 | 14 | 0 | 14 |
The table below illustrates the impact of all transactions between Sabaf S.p.A. and other related parties on the balance sheet and income statement and related parties on the statement RIƓQDQFLDOSRVLWLRQDQGLQFRPHVWDWHPHQWZLWKWKHH[FHSWLRQRIWKHFRPSHQVDWLRQRIGLUHFWRUVDXGLWRUVDQGNH\PDQDJHPHQWSHUVRQQHOZKLFKLVVWDWHGLQWKH5HPXQHUDWLRQ5HSRUW
| TOTAL 2015 | SUBSIDIARIES | PARENT COMPANY |
OTHER RELATED PARTIES |
TOTAL RELATED PARTIES |
IMPACT ON THE TOTAL |
|
|---|---|---|---|---|---|---|
| 0QPEWTTGPV ƂPCPEKCN CUUGVU |
1,837 | 1,837 | - | - | 1,837 | 100.00% |
| Trade receivables | 32,871 | 2,008 | - | - | 2,008 | 6.11% |
| Tax receivables | 1,749 | - | 1,114 | - | 1,114 | 63.69% |
| %WTTGPV ƂPCPEKCN CUUGVU |
1,069 | 1,000 | - | - | 1,000 | |
| Trade payables | 18,203 | - | - | 4.69% |
| TOTAL 2014 | SUBSIDIARIES | PARENT COMPANY |
OTHER RELATED PARTIES |
TOTAL RELATED PARTIES |
IMPACT ON THE TOTAL |
|
|---|---|---|---|---|---|---|
| 0QPEWTTGPV ƂPCPEKCN CUUGVU |
1,660 | 1,660 | - | - | 1,660 | 100.00% |
| Trade receivables | 1,143 | - | - | 1,143 | 3.29% | |
| Tax receivables | - | 1,084 | - | 1,084 | 70.99% | |
| Other current receivables | 1,283 | - | - | 40.61% | ||
| Trade payables | 41 | - | - | 41 | 0.23% | |
| Tax payables | - | 1,092 | - | 1,092 | 63.30% |
| TOTAL 2015 | SUBSIDIARIES | PARENT COMPANY |
OTHER RELATED PARTIES |
TOTAL RELATED PARTIES |
IMPACT ON THE TOTAL |
|
|---|---|---|---|---|---|---|
| Revenues | 113,962 | - | - | 7,276 | 6.38% | |
| Other income | 2,733 | 400 | 10 | - | 410 | |
| Materials | 43,861 | 727 | - | - | 727 | 1.66% |
| Services | 4,162 | - | 34 | 4,196 | ||
| Capital gains on non-current assets | 100 | - | - | 100 | 63.29% | |
| Write-downs of non-current assets | 1,303 | 1,303 | - | - | 1,303 | 100.00% |
| Financial income | 73 | 73 | - | - | 73 | 100.00% |
| TOTAL 2014 | SUBSIDIARIES | PARENT COMPANY |
OTHER RELATED PARTIES |
TOTAL RELATED PARTIES |
IMPACT ON THE TOTAL |
|
|---|---|---|---|---|---|---|
| Revenues | 4,729 | - | - | 4,729 | 4.08% | |
| Other income | 298 | 10 | - | 308 | ||
| Materials | 44,819 | 231 | - | - | 231 | |
| Services | 4,001 | - | - | 4,001 | 13.43% | |
| Capital gains on non-current assets | 148 | 82 | - | - | 82 | |
| Write-downs of non-current assets | 618 | 618 | - | - | 618 | 100.00% |
| Financial income | 84 | 66 | - | - | 66 | |
| 2TQƂVU CPF NQUUGU HTQO GSWKV[ investments |
970 | 970 | - | - | 970 | 100.00% |
Relations with subsidiaries mainly consist of:
Relations with the parent company Giuseppe Saleri S.a.p.A., which does not exercise PDQDJHPHQWRUFRRUGLQDWLRQDFWLYLWLHVSXUVXDQWWR\$UWLFOHRIWKH,WDOLDQ&LYLO&RGH consist of:
5HODWHGSDUW\WUDQVDFWLRQVDUHUHJXODWHGE\VSHFLƓFFRQWUDFWVUHJXODWHGDWDUPōVOHQJWK conditions.
3XUVXDQWWR&2162%PHPRUDQGXPRI-XO\WKH&RPSDQ\GHFODUHVWKDWLWGLG QRWH[HFXWHDQ\VLJQLƓFDQWQRQUHFXUULQJWUDQVDFWLRQVGXULQJ
3XUVXDQWWR&2162%PHPRUDQGXPRI-XO\WKH&RPSDQ\GHFODUHVWKDWQR DW\SLFDO DQGRUXQXVXDOWUDQVDFWLRQV DVGHƓQHGE\WKH&2162%PHPRUDQGXPZHUH executed during 2015.
Sabaf S.p.A. issued sureties to guarantee bank loans raised by subsidiaries, with the residual GHEWDW'HFHPEHUHTXDOWRŞŞDW'HFHPEHU Sabaf S.p.A. also issued sureties to guarantee mortgage loans granted by banks to HPSOR\HHVIRUDWRWDORIŞŞDW'HFHPEHU
Remuneration to directors, statutory auditors and executives with strategic responsibilities is described in the Remuneration Report which will be presented to the VKDUHKROGHUVōPHHWLQJFDOOHGWRDSSURYHWKHVHVHSDUDWHƓQDQFLDOVWDWHPHQWV
At 31 December 2015, there were no equity-based incentive plans for the Company's directors and employees.
| COMPANY NAME | REGISTERED OFFICES |
SHARE CAPITAL AT 31 DECEMBER 2015 |
SHAREHOLDERS | $%$ OF INVESTMENT |
NET EQUITY AT 31 DECEMBER 2015 |
2015 NET INCOME |
|---|---|---|---|---|---|---|
| Faringosi Hinges S.r.l. | Ospitaletto (BS) | EUR 90,000 | SABAF S.p.A. | 100% | EUR 4,921,666 | EUR 367.242 |
| Sabaf Immobiliare S.r.l. | Ospitaletto (BS) | EUR 25,000 | SABAF S.p.A. | 100% | EUR 21,891,849 | EUR 1,494,202 |
| Sabaf do Brasil Ltda | Jundiaì (Brazil) | BRL 24,000,000 | SABAF S.p.A. | 100% | BRL 30,808,676 | BRL 3.972.038 |
| Sabaf US Corp. | Plainfield (USA) | USD 100,000 | SABAF S.p.A. | 100% | USD -34,951 | USD 9.014 |
| Sabaf Appliance Components (Kunshan) Co., Ltd. |
Kunshan (China) | EUR 4,400,000 | SABAF S.p.A. | 100% | CNY 9,351,338 | CNY-26,059,573 |
| Sabaf Beyaz Esya Parcalari Sanayi Ve Ticaret Limited Sirteki |
Manisa (Turkey) | TRY 28,000,000 | SABAF S.p.A. | 100% | TRY 46,872,970 | TRY 8,659,268 |
| Sabaf Appliance Components Trading (Kunshan) Co., Ltd. in liquidation |
Kunshan (China) | EUR 200,000 | SABAF S.p.A. | 100% | CNY 2,070,067 | CNY 146,212 |
| DESCRIPTION | AMOUNT | POSSIBILITY OF UTILIZATION |
AVAILABLE SHARE |
AMOUNT SUBJECT TO TAXATION FOR COMPANY IN THE CASE OF DISTRIBUTION |
|||||
|---|---|---|---|---|---|---|---|---|---|
| CAPITAL RESERVE: | |||||||||
| Share premium reserve | 10,002 | A, B, C | 10,002 | ||||||
| Revaluation reserve, Law 413/91 | 42 | A, B, C | 42 | 42 | |||||
| Revaluation reserve, Law 342/91 | 1,592 | A, B, C | 1.592 | 1.592 | |||||
| SURPLUS RESERVES: | |||||||||
| Legal reserve | 2.307 | R. | |||||||
| Other surplus reserves: | 65,621 | A, B, C | 65,170 | ||||||
| VALUATION RESERVE: | |||||||||
| Post-employment benefit actuarial reserve | (505) | ∩ | |||||||
| TOTAL | 79,059 | 76,806 | 1,634 |
KEY A: for share capital increase B: to hedge losses C: for distribution to shareholders
| GROSS VALUE | CUMULATIVE AMORTISATION |
NET CARRYING AMOUNT |
||
|---|---|---|---|---|
| Law 72/1983 | 137 | (137) | 0 | |
| 1989 merger | (416) | 100 | ||
| Real estate investments | Law 413/1991 | 47 | (40) | 7 |
| 1994 merger | 1,483 | |||
| Law 342/2000 | 2,870 | (2,196) | 674 | |
| 5,053 | (3,745) | 1,308 | ||
| .CY |
0 | |||
| Law 72/1983 | 2,299 | (2,299) | 0 | |
| Plants and machinery | 1989 merger | 6,249 | (6,249) | 0 |
| 1994 merger | 7,080 | (7,080) | 0 | |
| 15,833 | (15,833) | 0 | ||
| +PFWUVTKCN CPF EQOOGTEKCN GSWKROGPV |
Law 72/1983 | 161 | (161) | 0 |
| Other assets | Law 72/1983 | 50 | (50) | 0 |
| TOTAL | 21,097 | (19,789) | 1,308 |
A. is a company organised under the legal system of the Republic of Italy.
5HJLVWHUHGDQGDGPLQLVWUDWLYHRIƓFH Via dei Carpini, 1 25035 Ospitaletto (Brescia)
7HO )D[ E-mail: [email protected] Website: ZZZVDEDILW
Tax information: 5(\$%UHVFLD 7D[LGHQWLƓFDWLRQQXPEHU 9\$7QXPEHU,7
7KHIROORZLQJWDEOHSUHSDUHGSXUVXDQWWR\$UWLFOHRIWKH&2162%,VVXHUVō5HJXODWLRQVKRZVIHHVUHODWLQJWRIRUWKHLQGHSHQGHQWDXGLWRUDQGIRUVHUYLFHVRWKHUWKDQ LQGHSHQGHQWDXGLWLQJSURYLGHGE\WKHVDPHDXGLWLQJƓUP1RVHUYLFHVZHUHSURYLGHGE\HQWLWLHVEHORQJLQJWRWKHQHWZRUN
| IN THOUSANDS OF EURO | PARTY PROVIDING THE SERVICE | PAYMENTS PERTAINING TO THE FINANCIAL YEAR 2015 |
|---|---|---|
| Audit | Deloitte & Touche S.p.A. | |
| %GTVKƂECVKQP UGTXKEGU |
Deloitte & Touche S.p.A. | 1 2 |
| Other services | Deloitte & Touche S.p.A. | 14 2 |
| TOTAL | 68 |
1 6LJQLQJRI8QLƓHG7D[5HWXUQ,5\$3DQGIRUPV
2 Auditing procedures agreement relating to interim management reports, auditing of statements and training activities.
\$OEHUWR%DUWROLWKH&KLHI([HFXWLYH2IƓFHUDQG*LDQOXFD%HVFKLWKH)LQDQFLDO5HSRUWLQJ2IƓFHURI6DEDI6S\$KDYHWDNHQLQWR DFFRXQWWKHUHTXLUHPHQWVRI\$UWLFOHELVSDUDJUDSKVDQGRI/HJLVODWLYH'HFUHHRI)HEUXDU\DQGFDQFHUWLI\
of the administrative and accounting principles for drafting the separate annual report and accounts in the course of the ƓQDQFLDO\HDU
They also certify that:
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7KH&KLHI([HFXWLYH2IƓFHU
Alberto Bartoli
7KH)LQDQFLDO5HSRUWLQJ2IƓFHU
Gianluca Beschi
pursuant to article 2429, paragraph 2, of the Civil Code and article 153 of Legislative Decree 58/1998
We hereby report to you on the supervisory activities carried out during 2015.
7KLVUHSRUWLVSUHSDUHGSXUVXDQWWRDUWLFOHSDUDJUDSKRIWKH&LYLO&RGHDQGDUWLFOHRI /HJLVODWLYH'HFUHHWDNLQJLQWRDFFRXQW&RQVREUHFRPPHQGDWLRQVWKHFRGHVRIFRQGXFW for boards of statutory auditors issued by the Italian Association of Chartered Accountants and the guidelines contained in the Corporate Governance Code of Borsa Italiana S.p.A., to which your Company adheres. We recall that the current Board of Statutory Auditors was nominated at the Shareholders' Meeting held on 5 May 2015 and that, therefore, it began its supervisory activities as of that date. The activities performed are reported below.
Since its nomination on 31 December 2015, the Board of Statutory Auditors has met four times, with all members attending on each occasion. The Board has also attended six meetings of the Board of Directors, three meetings of the Control and Risks Committee and one meeting between the Company's Control Bodies (Board of Statutory Auditors, Control and Risks Committee, Supervisory %RG)LQDQFLDO5HSRUWLQJ2IƓFHU&KLHI,QWHUQDO\$XGLWRU,QGHSHQGHQW\$XGLWRU
In turn, during the period between 1 January 2015 and 5 May 2015, the preceding Board of Statutory Auditors attended two meetings of the Board of Directors, one meeting of the Control and Risks Committee, one meeting between the Company's Control Bodies, and the Shareholders' Meeting held on 5 May 2015.
During the meetings of the Board of Directors, the Board of Statutory Auditors received information RQJHQHUDOSHUIRUPDQFHWKHEXVLQHVVRXWORRN DQGWKHPRVW VLJQLƓFDQWEXVLQHVVƓQDQFLDO DQG equity transactions performed by the Company and its subsidiaries. In this regard we note that in 2015:
In conclusion, on the basis of the activity performed, no violations of the law and/or Articles of Incorporation were found, or any manifestly imprudent or risky transactions, or transactions with SRWHQWLDOFRQŴLFWVRILQWHUHVWRUVXFKWKDWFRXOGFRPSURPLVHWKHFRPSDQ\ōVDVVHWV
The Board of Statutory Auditors ensured the existence of an adequate organisational structure in relation to the size of the business.
In this regard we recall that the Company has for a long time adopted an Organisational Model in accordance with the provisions of Legislative Decree 231/2001. In the event of organisational and/ or regulatory changes, this model is periodically updated. The model is currently being adapted to recent regulatory changes introduced by lawmakers.
During the year, the Board of Statutory Auditors has maintained a constant exchange of information with the Supervisory Body.
The information obtained does not show any critical issues with regard to the proper implementation of the organisational model that would require mention in this report.
The Board of Statutory Auditors considers the internal control system to be adequate and acknowledges that it has no observations to make to the Shareholders' Meeting.
The Board of Statutory Auditors has monitored the suitability of the administrative and accounting system and its ability to give a true and fair view of the business, by:
We also note that the Board of Directors, with the approval of the Board of Statutory Auditors, DSSRLQWHG WKH )LQDQFLDO 5HSRUWLQJ 2IƓFHU VXEMHFW WR FKHFNV WKDW KHVKH PHHWV WKH SURIHVVLRQDO requirements.
7KH &KLHI ([HFXWLYH 2IƓFHU DQG )LQDQFLDO 5HSRUWLQJ 2IƓFHU KDYH DWWHVWHG WR WKH IROORZLQJ LQ D VSHFLƓFUHSRUWDQQH[HGWRWKH)LQDQFLDO6WDWHPHQWV
\$QHTXLYDOHQWGHFODUDWLRQZDVDOVRPDGHLQUHIHUHQFHWRWKHFRQVROLGDWHGƓQDQFLDOVWDWHPHQWV
As regards statutory auditing, we note that this task was assigned by decision of the shareholders' PHHWLQJRI\$SULOWR'HORLWWH 7RXFKH6S\$IRUWKHSHULRG
During the year, the Board of Statutory Auditors held periodic meetings with the Independent \$XGLWRULQZKLFKQRVLJQLƓFDQWLQIRUPDWLRQZDVUHFHLYHGWKDWQHHGVWREHUHSRUWHGKHUHLQ The audit procedures adopted in relation to the work plan submitted by the Independent Auditor
were examined. We have also received the required technical information in relation to the accounting standards applied, as well as the criteria used for the representation in the accounts of the transactions with WKHELJJHVWLPSDFWRQLQFRPHHTXLW\DQGƓQDQFLDOSRVLWLRQ
We also note that, on 30 March 2016, the Independent Auditor submitted the report referred to LQDUWLFOHSDUDJUDSKRI/HJLVODWLYH'HFUHH7KHUHSRUWGRHVQRWVKRZDQ\VLJQLƓFDQW LVVXHVIRXQGGXULQJWKHDXGLWSURFHVVRUDQ\VLJQLƓFDQWVKRUWFRPLQJVLQWKHLQWHUQDOFRQWUROV\VWHP LQUHODWLRQWRWKHƓQDQFLDOUHSRUWLQJSURFHVV
3XUVXDQWWRDUWLFOHSDUDJUDSKRI/HJLVODWLYH'HFUHHWKH,QGHSHQGHQW\$XGLWRUKDV FRQƓUPHGLWVLQGHSHQGHQFHWRWKH%RDUGRI6WDWXWRU\$XGLWRUVDQGQRWLƓHGWKHWRWDOIHHVIRUDXGLW and other services performed by it and by other parties within its network for the Company and LWVVXEVLGLDULHVDVUHSRUWHGLQWKHDQQH[HVWRWKHVHSDUDWHDQGFRQVROLGDWHGƓQDQFLDOVWDWHPHQWV 7KH%RDUGRI6WDWXWRU\$XGLWRUVFRQƓUPVWKDWLQWKH\HDUWRGDWHQRFULWLFDOLVVXHVKDYHEHHQIRXQG in relation to the independence of the Independent Auditor.
Finally, it is noted that the supervisory activities described in this paragraph and the previous paragraph have enabled the Board of Statutory Auditors to perform its duties as the Committee for ,QWHUQDO&RQWURODQG6WDWXWRU\$XGLWLQJSXUVXDQWWRDUWLFOHRI
/HJLVODWLYH'HFUHHLQZKLFKUHJDUGLWKDVQRREVHUYDWLRQVWRUHSRUW
7KH &RPSDQ\ KDV SUHSDUHG WKH ƓQDQFLDO VWDWHPHQWV LQ DFFRUGDQFH ZLWK LQWHUQDWLRQDO DFFRXQWLQJ VWDQGDUGV ,\$6,)56 7KHVH ƓQDQFLDO VWDWHPHQWV KDYH EHHQ DXGLWHG E\ 'HORLWWH 7RXFKH6S\$ZKLFKLVVXHGLWVUHSRUWRQ0DUFKZLWKRXWDQ\UHPDUNVRUUHTXHVWVIRUVSHFLƓF GLVFORVXUHV7KHƓQDQFLDOVWDWHPHQWLQFOXGLQJWKHUHSRUWRQRSHUDWLRQVZDVPDGHDYDLODEOHWRXV by the deadline set by law and we have no particular observations to report.
7KH &RPSDQ\ KDV DOVR SUHSDUHG WKH FRQVROLGDWHG ƓQDQFLDO VWDWHPHQWV RI WKH 6DEDI 6S\$ JURXS7KHVHƓQDQFLDOVWDWHPHQWVKDYHDOVREHHQDXGLWHGE\'HORLWWH 7RXFKH6S\$ZKLFKLVVXHG LWVUHSRUWRQ0DUFKZLWKRXWDQ\UHPDUNVRUUHTXHVWVIRUVSHFLƓFGLVFORVXUHV
We also note that, in the reports referenced above, the Independent Auditor expressed a positive judgement of the consistency of the information contained in the Report On Operations and the information referred to in article 123-bis, paragraph 1, letters c), d), f), l), m) and paragraph 2, letter E RI/HJLVODWLYH'HFUHHDVLQFOXGHGLQWKH5HSRUWRQ&RUSRUDWH*RYHUQDQFHDQG2ZQHUVKLS 6WUXFWXUHVIRUERWKWKHVHSDUDWHDQGFRQVROLGDWHGƓQDQFLDOVWDWHPHQWV
Within the limits of the Board of Statutory Auditors' remit, we have checked the general format RIWKHVHSDUDWHDQGFRQVROLGDWHGƓQDQFLDOVWDWHPHQWVYHULI\LQJWKHLUFRQIRUPLW\ZLWKWKHODZDQG relevant standards.
In particular, we have assessed the results of the impairment test conducted on the value of the HTXLW\LQYHVWPHQWLQWKHVXEVLGLDU)DULQJRVL+LQJHV6UODVGHVFULEHGLQWKHVHSDUDWHƓQDQFLDO statements, and the amount of goodwill recorded in relation to this equity investment in the FRQVROLGDWHGƓQDQFLDOVWDWHPHQWV
7KHWHVW FRQGXFWHGE\H[WHUQDOSURIHVVLRQDOV VSHFLƓFDOO\DSSRLQWHGRQWKHEDVLVRISODQVGUDZQ up by the Board of Directors of the subsidiary, led to the recognition of a recoverable value of the LQYHVWPHQWHTXDOWRŞPLOOLRQZKLFKLVDERYHLWVFDUU\LQJYDOXHRIŞPLOOLRQ
Based on these measurements, the Board of Directors fully restored the book value of the LQYHVWPHQWWR LWV LQLWLDO KLVWRULF FRVWHTXDOWR Ş PLOOLRQ SRVWLQJ D ZULWHEDFN RI Ş PLOOLRQLQWKHLQFRPHVWDWHPHQWRIWKHVHSDUDWHƓQDQFLDOVWDWHPHQWVFRUUHVSRQGLQJWRWKHUHVLGXDO amount of the impairment losses recognised in previous years.
The Board of Statutory Auditors has no remarks in this regard.
Finally, we note that some derogations have been made with respect to the accounting standards adopted.
Your Company has complied with the Corporate Governance Code approved by the Corporate Governance Committee for Listed Companies.
In the Annual Report on Corporate Governance and Ownership Structures, prepared in accordance ZLWK DUWLFOH ELV RI /HJLVODWLYH 'HFUHH WKH %RDUG 2I 'LUHFWRUV DFNQRZOHGJHG WKH Company's adherence to the Corporate Governance Code and noted the methods used in practice to implement the corporate governance rules, in accordance with art. 123-bis, paragraph 2, letter a). During the year the Board of Statutory Auditors supervised the practical implementation of the corporate governance rules adopted by the Company, and in this regard, considers that they have been effectively and properly applied.
To the extent of our remit, we note as follows:
The Board of Statutory Auditors has checked the adequacy of the instructions given by the Company WRLWVVXEVLGLDULHVSXUVXDQWWRDUWLFOHSDUDJUDSKRI/HJLVODWLYH'HFUHH
In this regard we note that the Company – via the CEO, as well as the Administration, Finance and Control Director, and the other executives with strategic responsibilities – continuously monitors the operations of subsidiaries, including by using a shared accounting and management system (SAP) that is accessible at all times to management of the parent company.
The periodic meetings between management and the company appointed to perform the internal audit did not result in any critical issues worthy of mention in this report.
Finally, we note that as of today's date no communications have been received by the Control Bodies of the subsidiaries and/or parents containing observations that must be mentioned in this report.
,QUHIHUHQFHWRDUWLFOHELVRIWKH,WDOLDQ&LYLO&RGHZHDFNQRZOHGJHWKDWWKH%RDUGRI'LUHFWRUV has adopted a procedure governing related-party transactions. The main aim of this procedure is to set out guidelines and rules for identifying related-party transactions and to establish roles, responsibilities and operational procedures to ensure that these transactions are disclosed with adequate transparency, appropriate procedures and suitable information.
The said procedure was prepared in accordance with the Consob Regulation on Related Parties (no. 17221 of 12 March 2010, as amended) and has recently been updated.
The Board of Statutory Auditors has overseen the effective application of these rules by the Company and has no remarks to report.
'XULQJWKHVXSHUYLVRU\DFWLYLWLHVFRQGXFWHGGXULQJWKH\HDUZHGLGQRWƓQGDQ\RPLVVLRQVIDFWV worthy of censure, irregularities or situations that would need to be reported to the Supervisory Authority or mentioned in this report.
We also note that the Board of Statutory Auditors has not received any whistleblowing reports SXUVXDQW WR DUWLFOH RI WKH ,WDOLDQ &LYLO &RGH DQG KDV QRW EHHQ DZDUH RI DQ\ IDFWV DQGRU remarks that should be included in this report.
\$VUHJDUGVWKHDQQXDOƓQDQFLDO VWDWHPHQWVWKH%RDUGRI6WDWXWRU\$XGLWRUVKDVQRREMHFWLRQVWR the resolution proposals presented by the Board of Directors with reference to the approval of the ƓQDQFLDOVWDWHPHQWVRUWKHDOORFDWLRQRISURƓWIRUWKH\HDUDQGLQSDUWLFXODUDVUHJDUGVWKHSURSRVDO on the distribution of dividends.
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Chairman of the Board of Statutory Auditors Mr Antonio Passantino
Statutory Auditor Mr. Enrico Broli
Statutory Auditor Ms. Luisa Anselmi
MIDDLE EAST
Sabaf S.p.A.'s General Remuneration Policy (hereinafter also "remuneration policy"), approved by the Board of Directors on 22 December 2011 and updated on 20 March DQG \$XJXVW GHƓQHV WKH FULWHULD DQG JXLGHOLQHV IRU WKH UHPXQHUDWLRQ of members of the Board of Directors, executives with strategic responsibilities and members of the Board of Statutory Auditors.
The remuneration policy was prepared:
This Policy, applied from the date of approval by the Board of Directors, was fully implemented as of 2012 following the appointment of the corporate bodies.
With the introduction of the Policy, the remuneration system was extended to include a long-term incentive component, which was previously not provided for.
The General Remuneration Policy was approved by the Board of Directors on 22 'HFHPEHUDQGXSGDWHGRQ0DUFKDQG\$XJXVWDWWKHSURSRVDORI the Remuneration Committee, as explained in the paragraphs below.
No independent experts or advisors contributed to the preparation of the policy, nor were the remuneration policies of other companies used for reference purposes. 6SHFLƓFDOO\LWLVWKHUHVSRQVLELOLW\
7KH 5HPXQHUDWLRQ DQG 1RPLQDWLRQ &RPPLWWHH FXUUHQWO\ LQ RIƓFH FRPSULVHV WKUHH non-executive and independent members (Fausto Gardoni, Giuseppe Cavalli and 5HQDWR &DPRGHFD ZLWK WKH NQRZOHGJH DQG H[SHULHQFH LQ DFFRXQWLQJ ƓQDQFH DQG remuneration policies that is deemed adequate by the Board of Directors.
The Company's intention is that the General Remuneration Policy:
• attracts, motivates and increases the loyalty of persons with appropriate professional expertise;
The remuneration policy was reviewed in 2015, involving the introduction:
1RFKDQJHVZHUHPDGHLQWKHƓ[HGFRPSRQHQW7KLVDPHQGPHQWZDVDSSURYHGE\WKH %RDUGRI'LUHFWRUVRQ\$XJXVWRQWKHUHFRPPHQGDWLRQRIWKH5HPXQHUDWLRQDQG Nomination Committee.
At the proposal of the Board of Directors, having obtained the opinion of the Remuneration and Nomination Committee, the shareholders determine a maximum WRWDOIRUWKHUHPXQHUDWLRQRIDOOPHPEHUVRIWKH%RDUGLQFOXGLQJDƓ[HGDPRXQWDQG attendance fees.
In accordance with this maximum total, at the proposal of the Remuneration and Nomination Committee and subject to the opinion of the Board of Statutory Auditors, the Board of Directors determines additional remuneration for directors vested with special powers.
7KH Ɠ[HG FRPSRQHQW LV VXFK WKDW LW LV DEOH WR DWWUDFW DQG PRWLYDWH LQGLYLGXDOV ZLWK appropriate expertise for the roles entrusted to them within the Board, and is set with reference to the remuneration awarded for the same positions by other listed Italian industrial groups of a similar size.
It is the practice of Sabaf S.p.A. to appoint members of the Saleri family to the posts of Chairman and Vice Chairmen. The family is the controlling shareholder of the company through Giuseppe Saleri S.a.p.A. Although they are executive directors, they do not receive variable remuneration, but only additional remuneration to that of the directors IRUWKHVSHFLƓFRIƓFHVKHOG
Directors who sit on committees formed within the Board (Internal Control and Risk Committee, Remuneration and Nomination Committee) are granted remuneration WKDWLQFOXGHVDƓ[HGVDODU\DQGDWWHQGDQFHIHHVLQWHQGHGWRUHZDUGWKHFRPPLWPHQW required of them.
Employment relationships with other executives with strategic responsibilities are governed by the Collective National Contract for Industrial Managers. In this regard, Ɠ[HG UHPXQHUDWLRQ LV GHWHUPLQHG VR WKDW LW LV VXIƓFLHQW LQ LWVHOI WR JXDUDQWHH DQ appropriate basic salary level, even in the event that the variable components are not paid owing to a failure to reach objectives.
The amount of remuneration for Auditors is set by the Shareholders' Meeting, which HVWDEOLVKHVDƓ[HGDPRXQWIRUWKH&KDLUPDQDQGWKHRWKHU6WDWXWRU\$XGLWRUV
7KH&KLHI ([HFXWLYH2IƓFHURWKHUH[HFXWLYHVZLWK VWUDWHJLFUHVSRQVLELOLWLHV DQGRWKHU PDQDJHUV LGHQWLƓHG E\ WKH &(2 IURP DPRQJVW PDQDJHUV ZKR UHSRUW GLUHFWO\ WR him or who report to the above-mentioned managers, are granted annual variable remuneration related to an MBO plan.
This plan sets a common objective (Group EBIT, which is considered to be the Group's PDLQLQGLFDWRURIƓQDQFLDOSHUIRUPDQFH DQGTXDQWLƓDEOHDQGPHDVXUDEOHLQGLYLGXDO REMHFWLYHVERWK HFRQRPLFƓQDQFLDO DQGWHFKQLFDOSURGXFWLYHLQQDWXUH\$OOREMHFWLYHV are set by the Board of Directors, at the proposal of the Remuneration and Nomination Committee, in accordance with the budget.
7KHYDULDEOHFRPSRQHQWPD\QRWH[FHHGRIWKHƓ[HGDQQXDOJURVVVDODU\LWPD\EH only partially granted in the event that the objectives are not completely met.
75% of the variable component is paid out in the April of the following year, and 25% in the January of the second subsequent year.
Non-executive directors are not granted any variable remuneration.
\$ ORQJWHUP ƓQDQFLDO LQFHQWLYH GHSHQGHQW RQ PHDVXUDEOH DQG SUHGHWHUPLQHG performance targets relating to the creation of value for shareholders over the long term has been established.
The incentive extends over three years (2015-2017) and is exclusively aimed at the &KLHI([HFXWLYH2IƓFHUDQGH[HFXWLYHVZLWKVWUDWHJLFUHVSRQVLELOLWLHV
The performance targets, set in accordance with the three-year business plan, are proposed by the Remuneration and Nomination Committee to the Board of Directors, DVWKHERG\UHVSRQVLEOHIRUDSSURYLQJWKHORQJWHUPƓQDQFLDOLQFHQWLYH
The targets that set the parameters for the long-term incentive (consolidated Group (%,7'\$VKDUHYDOXHDQGFRQVROLGDWHG*URXSIUHHFDVKŴRZ ZHUHGHƓQHGE\WKH%RDUG RI 'LUHFWRUV RQ \$XJXVW RQ WKH UHFRPPHQGDWLRQ RI WKH 5HPXQHUDWLRQ DQG Nomination Committee.
7KHWRWDOORQJWHUPYDULDEOHFRPSRQHQWIRUWKUHH\HDUVPD\QRWH[FHHGRIWKHƓ[HG annual gross salary; it may be only partially granted in the event that the objectives are not completely met. In the event that the objectives assigned are exceeded by PRUHWKDQDQLQFUHDVHRIRIWKHƓ[HGDQQXDOJURVVVDODU\DQGUHPXQHUDWLRQLV granted, weighted based on the weight of the objective.
7KHYDULDEOHFRPSRQHQWLVSDLGLQIXOOIROORZLQJWKHDSSURYDORIWKHƓQDQFLDOVWDWHPHQWV of the third year to which the incentive relates (2017).
The remuneration policy in force does not provide for the use of incentives based on ƓQDQFLDOLQVWUXPHQWVVWRFNRSWLRQVVWRFNJUDQWVSKDQWRPVWRFNVRURWKHUV
Directors and other executives with strategic responsibilities may be granted UHPXQHUDWLRQŊH[FOXVLYHO\DVDƓ[HGDPRXQWŊIRURIƓFHVKHOGLQVXEVLGLDULHV\$VZHOO as the approval of the subsidiaries' corporate bodies, this remuneration is subject to the favourable opinion of the Remuneration and Nomination Committee.
The Company has taken out a third-party civil liability insurance policy in favour of directors, statutory auditors and executives for unlawful acts committed in the exercise of their respective duties, in violation of obligations established by law and the Bylaws, with the sole exclusion of deliberate intent. The stipulation of this policy was approved by the Shareholders' Meeting.
The Company also provides a life insurance policy and cover for medical expenses (FASI) for executives, as established by the Collective National Contract for Industrial Managers; moreover, it has stipulated an additional policy to cover medical expenses not covered by FASI reimbursements.
Lastly, at the proposal of the Remuneration and Nomination Committee, and having consulted with the CEO, the Board of Directors also assigns company cars to executives.
There are no agreements for directors or other executives with strategic responsibilities JRYHUQLQJ H[ DQWH ƓQDQFLDO VHWWOHPHQWV IROORZLQJ WKH HDUO\ WHUPLQDWLRQ RI WKH employment relationship.
)RUWKHHQGRIWKHUHODWLRQVKLSIRUUHDVRQVRWKHUWKDQMXVW FDXVHRUMXVWLƓHGUHDVRQV provided by the employer, it is the Company's policy to pursue consensual agreements to end the employment relationship, in accordance with legal and contractual obligations.
7KH&RPSDQ\GRHVQRWSURYLGHGLUHFWRUVZLWKEHQHƓWVVXEVHTXHQWWRWKHHQGRIWKHLU mandate.
The Company has entered into a non-competition agreement with the CEO and with certain executives who report to him, the terms of which were approved by the Board of Directors, after obtaining the opinion of the Remuneration and Nomination Committee.
The Company has decided not to establish mechanisms for the ex-post adjustment of the variable remuneration component or claw back clauses to demand the return of all or part of the variable components of remuneration paid out (or to withhold deferred sums), which were determined on the basis of data subsequently found to be clearly incorrect. This decision was made as the variable incentive plans are based on pre-established, TXDQWLƓDEOHDQGPHDVXUDEOHSHUIRUPDQFHGDWDERWKHFRQRPLFƓQDQFLDODQGWHFKQLFDO SURGXFWLYHLQQDWXUHWKHDFKLHYHPHQWRIZKLFKLVYHULƓHGLQDGYDQFH
The company reserves the unilateral right to include claw back clauses in future annual and/or long-term variable incentive plans.
This section, which details remuneration paid to directors and statutory auditors:
The remuneration granted to directors for 2015, in accordance with the Policy described in Section I, consisted of the following components:
:LWKUHJDUGWRWKHYDULDEOHLQFHQWLYHSODQHVWDEOLVKHGIRUWKHUHPXQHUDWLRQWKDW DFFUXHGDQGSDLGRXWGXULQJWKH\HDUZLWKUHJDUGWRWKH&(2\$OEHUWR%DUWROLZDVŞ
:LWKUHIHUHQFHWRWKH0%2SODQUHPXQHUDWLRQRIŞZDVDFFUXHGRYHUWKH year for the partial achievement of the objectives set.
As far as the long-term incentive plan is concerned, at the end of the three-year SHULRG WKH WDUJHWV VHW E\ WKH %RDUG RI 'LUHFWRUV DIWHU FRQVXOWLQJ ZLWK the Remuneration and Nomination Committee were not reached; therefore, no remuneration accrued and none was paid out.
7KHUH DUH QR LQFHQWLYH SODQV EDVHG RQ ƓQDQFLDO LQVWUXPHQWV RU FRPSHQVDWLRQ IRU termination of employment.
The Company has entered into a non-competition agreement with the CEO and with certain executives who report to him, the terms of which were approved by the Board of Directors, after obtaining the opinion of the Remuneration and Nomination Committee.
7KHUHPXQHUDWLRQJUDQWHGWRWKH6WDWXWRU\$XGLWRUVIRUFRQVLVWVRIDƓ[HGSD\PHQW determined by the Shareholders' Meeting of 5 May 2015.
7KHH[HFXWLYHZLWKVWUDWHJLFUHVSRQVLELOLWLHVUHFHLYHVDƓ[HGUHPXQHUDWLRQFRPSRQHQW IRU HPSOR\PHQW WRWDOOLQJ Ş DQG D YDULDEOH FRPSRQHQW WRWDOOLQJ Ş GLVEXUVHGLQLQUHODWLRQWRWKHYDULDEOHLQFHQWLYHSODQ0%2
2WKHUUHPXQHUDWLRQWRWDOOLQJŞZDVDOVRGLVEXUVHGE\VXEVLGLDULHV
,QYDULDEOHUHPXQHUDWLRQRIŞZDVDFFUXHGIRUWKHDFKLHYHPHQWRIVRPHRI the objectives of the 2015 MBO plan. Its payment is deferred and dependent upon the continuation of the employment relationship.
7KHUHDUHQRLQFHQWLYHSODQVEDVHGRQƓQDQFLDOLQVWUXPHQWVRXWVWDQGLQJ
For the breakdown of the remuneration paid in 2015, refer to the tables below (Table 1 and Table 2), which contain remuneration paid to directors and statutory auditors, listed by name, and, at aggregate level, other executives with strategic responsibilities FXUUHQWO\ LQ RIƓFH WDNLQJ LQWR DFFRXQW DQ\ UROHV KHOG IRU OHVV WKDQ WKH HQWLUH \HDU 5HPXQHUDWLRQUHFHLYHGIURP VXEVLGLDULHVDQGRUDIƓOLDWHVZLWKWKHH[FHSWLRQRIWKDW waived or paid back to the Company, is also indicated separately.
With particular reference to Table 1, the column:
For a breakdown of other items, see attachment 3A, statement 7-bis and 7-ter of &2162%5HJXODWLRQRI0D\
)LQDOO\ SXUVXDQW WR \$UWLFOH TXDWHU SDUDJUDSK IRXU RI WKH &2162% ,VVXHUVō
Regulations, Table 3 shows shareholdings in Sabaf S.p.A. held by directors and executives with strategic responsibilities, as well as their non-separated spouses and dependent children, directly or through subsidiaries, trust companies or third parties, as shown in the shareholder register, communications received and other information DFTXLUHGIURPWKH VDPHSDUWLHV7KLVLQFOXGHVDOOSHUVRQVZKRKHOGRIƓFHGXULQJWKH year, even for only part of the year. The number of shares held is shown by individual director and in aggregate form for executives with strategic responsibilities.
FIGURES IN EURO
| Name and surname |
2IƓFH | Period RIRIƓFH |
Expiry RIRIƓFH |
Fixed remuneration |
Remuneration for attendance at Committee meetings |
Variable remuneration (non equity) |
Non monetary EHQHƓWV |
Other remuneration |
Total | Fair Value of equity remuneration |
Indemnity for HQGRIRIƓFHRU termination of employment relationship |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Bonus and other incentives |
3URƓW sharing |
|||||||||||
| BOARD OF DIRECTORS | ||||||||||||
| Giuseppe Saleri |
Chairman | /C[ 31 Dec 2015 |
Approval of 2017 ƂPCPEKCN statements |
| (III) TOTAL | 128,000 | 0 | 0 | 0 | 0 | 0 | 128,000 | 0 | 0 |
|---|---|---|---|---|---|---|---|---|---|
| ++ 4GOWPGTCVKQP HTQO UWDUKFKCTKGU CPF CHƂNKCVGU |
8,000 | 0 | 0 | 0 | 0 | 0 | 8,000 | 0 | 0 |
| (I) Remuneration at Sabaf S.p.A. | 120,000 (a) | 0 | 0 | 0 | 0 | 0 | 120,000 | 0 | 0 |
(a) Of which €15,000 as director and €105,000 as chairman.
| Ettore Saleri |
Vice Chairman |
/C[ 31 Dec 2015 |
Approval of 2017 ƂPCPEKCN statements |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (I) Remuneration at Sabaf S.p.A. | 140,000 (a) | 0 | 0 | 0 | 0 | 0 | 140,000 | 0 | 0 | |||
| ++ 4GOWPGTCVKQP HTQO UWDUKFKCTKGU CPF CHƂNKCVGU |
8,000 | 0 | 0 | 0 | 0 | 0 | 8,000 | 0 | 0 | |||
| (III) TOTAL | 148,000 | 0 | 0 | 0 | 0 | 0 | 148,000 | 0 | 0 |
(a) Of which €15,000 as director and €125,000 as vice chairman.
| Cinzia Saleri |
Vice Chairman |
/C[ 31 Dec 2015 |
Approval of 2017 ƂPCPEKCN statements |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (I) Remuneration at Sabaf S.p.A. | 140,000 (a) | 0 | 0 | 0 | 0 | 0 | 140,000 | 0 | 0 | |||
| ++ 4GOWPGTCVKQP HTQO UWDUKFKCTKGU CPF CHƂNKCVGU |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||
| (III) TOTAL | 140,000 | 0 | 0 | 0 | 0 | 0 | 140,000 | 0 | 0 |
(a) Of which €15,000 as director and €125,000 as vice chairman.
| Name and surname |
2IƓFH | Period RIRIƓFH |
Expiry RIRIƓFH |
Fixed remuneration |
Remuneration for attendance at Committee meetings |
remuneration (non equity) |
Variable | Non monetary EHQHƓWV |
Other remuneration |
Total | Fair Value of equity remuneration |
Indemnity for HQGRIRIƓFHRU termination of employment relationship |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Bonus and other incentives |
3URƓW sharing |
|||||||||||
| Roberta Forzanini |
Vice Chairman |
/C[ 31 Dec 2015 |
Approval of 2017 ƂPCPEKCN statements |
|||||||||
| (I) Remuneration at Sabaf S.p.A. | 140,000 (a) | 0 | 0 | 0 | 0 | 0 | 140,000 | 0 | 0 | |||
| ++ 4GOWPGTCVKQP |
HTQO | UWDUKFKCTKGU | CPF CHƂNKCVGU |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| (III) TOTAL | 140,000 | 0 | 0 | 0 | 0 | 0 | 140,000 | 0 | 0 |
| Alberto Bartoli |
Chief 'ZGEWVKXG 1HƂEGT |
/C[ 31 Dec 2015 |
Approval of 2017 ƂPCPEKCN statements |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (I) Remuneration at Sabaf S.p.A. | 290,000 (a) | 0 | 18,900 | 0 | 0 | 0 | 308,900 | 0 | 0 | |||
| ++ |
4GOWPGTCVKQP HTQO UWDUKFKCTKGU CPF CHƂNKCVGU |
11,000 | 0 | 0 | 0 | 0 | 0 | 11,000 | 0 | 0 | ||
| (III) TOTAL | 301,000 | 0 | 18,900 | 0 | 0 | 0 | 319,900 | 0 | 0 |
| Gianluca Beschi |
Director | /C[ 31 Dec 2015 |
Approval of 2017 ƂPCPEKCN statements |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (a) |
0 | 8,270 | 0 | 14,371 | 0 | 178,906 | 0 | 0 | ||||
| ++ |
(I) Remuneration at Sabaf S.p.A. 4GOWPGTCVKQP HTQO UWDUKFKCTKGU CPF CHƂNKCVGU |
37,000 | 0 | 0 | 0 | 0 | 0 | 37,000 | 0 | 0 | ||
| (III) TOTAL | 193,265 | 0 | 8,270 | 0 | 14,371 | 0 | 215,906 | 0 | 0 |
| Renato Camodeca |
Director | /C[ 31 Dec 2015 |
Approval of 2017 ƂPCPEKCN statements |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 22,000 (a) | 28,000 (b) | 0 | 0 | 0 | 0 | 0 | 0 | |||||
| ++ |
(I) Remuneration at Sabaf S.p.A. 4GOWPGTCVKQP HTQO UWDUKFKCTKGU CPF CHƂNKCVGU |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| (III) TOTAL | 22,000 | 28,000 | 0 | 0 | 0 | 0 | 50,000 | 0 | 0 |
(a)-1H-YJKEJa-CU-FKTGEVQT-CPFa-KP-DQCTF-OGGVKPI-CVVGPFCPEG-HGGU
(b) Of which €20,000 as a member of the Internal Control and Risk Committee and the Remuneration and Nomination Committee (i.e., €10,000 each) and €8,000 in Committee meeting attendance fees.
| Giuseppe Cavalli |
Director | /C[ 31 Dec 2015 |
Approval of 2017 ƂPCPEKCN statements |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 22,000 (a) | 28,000 (b) | 0 | 0 | 0 | 0 | 0 | 0 | |||||
| ++ |
(I) Remuneration at Sabaf S.p.A. 4GOWPGTCVKQP HTQO UWDUKFKCTKGU CPF CHƂNKCVGU |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| (III) TOTAL | 22,000 | 28,000 | 0 | 0 | 0 | 0 | 50,000 | 0 | 0 |
(a)-1H-YJKEJa-CU-FKTGEVQT-CPFa-KP-DQCTF-OGGVKPI-CVVGPFCPEG-HGGU
(b) Of which €20,000 as a member of the Internal Control and Risk Committee and the Remuneration and Nomination Committee (i.e., €10,000 each) and €8,000 in Committee meeting attendance fees
| Name and surname |
2IƓFH | Period RIRIƓFH |
Expiry RIRIƓFH |
Fixed remuneration |
Remuneration for attendance at Committee meetings |
Variable remuneration (non equity) |
Non monetary EHQHƓWV |
Other remuneration |
Total | Fair Value of equity remuneration |
Indemnity for HQGRIRIƓFHRU termination of employment relationship |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Bonus and other incentives |
3URƓW sharing |
|||||||||||
| Fausto Gardoni |
Director | /C[ 31 Dec 2015 |
Approval of 2017 ƂPCPEKCN statements |
|||||||||
| (I) Remuneration at Sabaf S.p.A. | 22,000 (a) | 17,000 (b) | 0 | 0 | 0 | 0 | 39,000 | 0 | 0 | |||
| ++ 4GOWPGTCVKQP |
HTQO | UWDUKFKCTKGU | CPF CHƂNKCVGU |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| (III) TOTAL | 22,000 | 17,000 | 0 | 0 | 0 | 0 | 39,000 | 0 | 0 |
(a) Of which €15,000 as director and €5,000 in board meeting attendance fees.
(b)-1H-YJKEJa-CU-C-OGODGT-QH-VJG-4GOWPGTCVKQP-CPF-0QOKPCVKQP-%QOOKVVGG-CPFa-KP-%QOOKVVGG-OGGVKPI-CVVGPFCPEG-HGGU
| Nicla Picchi |
Director | /C[ 31 Dec 2015 |
Approval of 2017 ƂPCPEKCN statements |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 21,000 (a) | 12,000 (b) | 0 | 0 | 0 | 48,000 | 0 | 0 | |||||
| ++ |
(I) Remuneration at Sabaf S.p.A. 4GOWPGTCVKQP HTQO UWDUKFKCTKGU CPF CHƂNKCVGU |
0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||
| (III) TOTAL | 21,000 | 12,000 | 0 | 0 | 0 | 25,000 (c) | 53,000 | 0 | 0 |
(a)-1H-YJKEJa-CU-FKTGEVQT-CPFa-KP-DQCTF-OGGVKPI-CVVGPFCPEG-HGGU
(b) Of which €10,000 as a member of the Internal Control and Risk Committee and €2,000 in Committee meeting attendance fees.
(c) Of which €15,000 as member of the Sabaf S.p.A. Supervisory Body and €5,000 as member of the Supervisory Body of the subsidiary Faringosi Hinges S.r.l..
| Anna Pendoli |
Director | /C[ 31 Dec 2015 |
Approval of 2017 ƂPCPEKCN statements |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 21,000 (a) | 0 | 0 | 0 | 0 | 0 | 21,000 | 0 | 0 | ||||
| ++ |
(I) Remuneration at Sabaf S.p.A. 4GOWPGTCVKQP HTQO UWDUKFKCTKGU CPF |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| (III) TOTAL | CHƂNKCVGU | 21,000 | 0 | 0 | 0 | 0 | 0 | 21,000 | 0 | 0 |
| Salvatore Bragantini |
Director | ,CP 5 May 2015 |
Approval of 2014 ƂPCPEKCN statements |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (I) Remuneration at Sabaf S.p.A. | 2,000 (a) | 1,000 (b) | 0 | 0 | 0 | 0 | 3,000 | 0 | 0 | |||
| ++ 4GOWPGTCVKQP HTQO UWDUKFKCTKGU CPF |
CHƂNKCVGU | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| (III) TOTAL | 2,000 | 1,000 | 0 | 0 | 0 | 0 | 3,000 | 0 | 0 |
(a) As board meeting attendance fees.
(b) As attendance fees for participation in Internal Control and Risk Committee meetings.
| Name and surname |
2IƓFH | Period RIRIƓFH |
Expiry RIRIƓFH |
Fixed remuneration |
Remuneration for attendance at Committee meetings |
Variable remuneration (non equity) |
Non monetary EHQHƓWV |
Other remuneration |
Total | Fair Value of equity remuneration |
Indemnity for HQGRIRIƓFHRU termination of employment relationship |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Bonus and other incentives |
3URƓW sharing |
|||||||||||
| Leonardo Cossu |
Director | ,CP 5 May 2015 |
Approval of 2014 ƂPCPEKCN statements |
|||||||||
| (I) Remuneration at Sabaf S.p.A. | 2,000 (a) | 2,000 (b) | 0 | 0 | 0 | 0 | 4,000 | 0 | 0 | |||
| ++ 4GOWPGTCVKQP |
HTQO | UWDUKFKCTKGU | CPF CHƂNKCVGU |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| (III) TOTAL | 2,000 | 2,000 | 0 | 0 | 0 | 0 | 4,000 | 0 | 0 |
(a) As board meeting attendance fees.
(b) Of which €1,000 in attendance fees for participation in Internal Control and Risk Committee meetings, and €1,000 in attendance fees for participation in the Remuneration and Nomination Committeee Nomine.
| Maria Chiara Franceschetti Director |
,CP 5 May 2015 |
Approval of 2014 ƂPCPEKCN statements |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2,000 (a) | 0 | 0 | 0 | 0 | 0 | 2,000 | 0 | 0 | ||||
| (I) Remuneration at Sabaf S.p.A. ++ 4GOWPGTCVKQP HTQO UWDUKFKCTKGU CPF |
CHƂNKCVGU | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| (III) TOTAL | 2,000 | 0 | 0 | 0 | 0 | 0 | 2,000 | 0 | 0 |
| Riccardo Rizza |
Director | ,CP 5 May 2015 |
Approval of 2014 ƂPCPEKCN statements |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2,000 (a) | 0 | 0 | 0 | 0 | 0 | 2,000 | 0 | 0 | ||||
| ++ |
(I) Remuneration at Sabaf S.p.A. 4GOWPGTCVKQP HTQO UWDUKFKCTKGU CPF CHƂNKCVGU |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| (III) TOTAL | 2,000 | 0 | 0 | 0 | 0 | 0 | 2,000 | 0 | 0 |
(a) As board meeting attendance fees.
| Name and surname |
2IƓFH | Period RIRIƓFH |
Expiry RIRIƓFH |
Fixed remuneration |
Remuneration for attendance at Committee meetings |
remuneration (non equity) |
Variable | Non monetary EHQHƓWV |
Other remuneration |
Total | Fair Value of equity remuneration |
Indemnity for HQGRIRIƓFHRU termination of employment relationship |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Bonus and other incentives |
3URƓW sharing |
|||||||||||
| BOARD OF STATUTORY AUDITORS | ||||||||||||
| Antonio Passantino |
Chairman | /C[ 31 Dec 2015 |
Approval of 2017 ƂPCPEKCN statements |
|||||||||
| (I) Remuneration at Sabaf S.p.A. | 24,000 | 0 | 0 | 0 | 0 | 0 | 24,000 | 0 | 0 | |||
| ++ 4GOWPGTCVKQP |
HTQO | UWDUKFKCTKGU | CPF CHƂNKCVGU |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| (III) TOTAL | 24,000 | 0 | 0 | 0 | 0 | 0 | 24,000 | 0 | 0 |
| Luisa Anselmi |
Standing Statutory Auditor |
/C[ 31 Dec 2015 |
Approval of 2017 ƂPCPEKCN statements |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (I) Remuneration at Sabaf S.p.A. | 16,000 | 0 | 0 | 0 | 0 | 0 | 16,000 | 0 | 0 | |||
| ++ |
4GOWPGTCVKQP HTQO UWDUKFKCTKGU CPF |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| (III) TOTAL | CHƂNKCVGU | 16,000 | 0 | 0 | 0 | 0 | 0 | 16,000 | 0 | 0 |
| Enrico Broli |
Standing Statutory Auditor |
/C[ 31 Dec 2015 |
Approval of 2017 ƂPCPEKCN statements |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (I) Remuneration at Sabaf S.p.A. | 16,000 | 0 | 0 | 0 | 0 | 0 | 16,000 | 0 | 0 | |||
| ++ 4GOWPGTCVKQP HTQO UWDUKFKCTKGU CPF CHƂNKCVGU |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||
| (III) TOTAL | 16,000 | 0 | 0 | 0 | 0 | 0 | 16,000 | 0 | 0 |
| Name and surname |
2IƓFH | Period RIRIƓFH |
Expiry RIRIƓFH |
Fixed remuneration |
Remuneration for attendance at Committee meetings |
Variable remuneration (non equity) |
Non monetary EHQHƓWV |
Other remuneration |
Total | Fair Value of equity remuneration |
Indemnity for HQGRIRIƓFHRU termination of employment relationship |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Bonus and 3URƓW other sharing incentives |
| OTHER EXECUTIVES WITH STRATEGIC RESPONSIBILITIES | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 1VJGT GZGEWVKXGU YKVJ UVTCVGIKE esponsibilities (1) |
,CP 31 Dec 2015 |
n/a | |||||||||
| (I) Remuneration at Sabaf S.p.A. | 0 | 0 | 16,312 | 0 | 0 | ||||||
| ++ 4GOWPGTCVKQP HTQO UWDUKFKCTKGU CPF CHƂNKCVGU |
0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||
| (III) TOTAL | 175,750 | 0 | 15,641 | 0 | 16,312 | 0 | 207,703 | 0 | 15,226 |
FIGURES IN EURO
| Name and surname |
2IƓFH | Plan | Payable / Paid | Deferred | Deferment period |
No longer payable |
Payable / Paid | Still deferred |
Other bonuses |
|---|---|---|---|---|---|---|---|---|---|
| Bonus for the year | Bonus of previous years | ||||||||
| Alberto Bartoli |
%JKGH 'ZGEWVKXG 1HƂEGT |
||||||||
| Remuneration at Sabaf S.p.A. | 2014 MBO Plan (March 2014) |
18,900 | 0 | - | 0 | 0 | 0 | 0 | |
| Remuneration at Sabaf S.p.A. | /\$1 Plan /CTEJ |
0 | /CTEJ December |
0 | 0 | 0 | 0 | ||
| TOTAL | 18,900 | 54,000 | 0 | 0 | 0 | 0 |
| Gianluca Beschi |
'ZGEWVKXG Director |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| Remuneration at Sabaf S.p.A. | 2014 MBO Plan (March 2014) |
8,270 | 0 | - | 0 | 0 | 0 | 0 | |
| Remuneration at Sabaf S.p.A. | /\$1 Plan /CTEJ |
0 | /CTEJ December |
0 | 0 | 0 | 0 | ||
| TOTAL | 8,270 | 25,993 | 0 | 0 | 0 | 0 |
| 1VJGT GZGEWVKXGU YKVJ strategic responsibilities (1) |
||||||||
|---|---|---|---|---|---|---|---|---|
| Remuneration at Sabaf S.p.A. | 2014 MBO Plan (March 2014) |
0 | - | 0 | 0 | 0 | 0 | |
| Remuneration at Sabaf S.p.A. | /\$1 Plan /CTEJ |
0 | 18,877 | /CTEJ December |
0 | 0 | 0 | 0 |
| TOTAL | 15,641 | 18,877 | 0 | 0 | 0 | 0 |
| Surname and name |
2IƓFH | Type of ownership |
Investee company |
No. shares held at 31 Dec 2014 |
No. shares acquired |
No. shares sold | No. shares held at 31 Dec 2015 |
|---|---|---|---|---|---|---|---|
| Saleri Giuseppe | Chairman | Indirect through the subsidiary Giuseppe Saleri S.a.p.A. |
Sabaf S.p.A. | - | - | ||
| Roberta Forzanini | Vice Chairman | Direct | Sabaf S.p.A. | - | - | ||
| Chief Executive 1HƂEGT |
Direct | - | |||||
| Bartoli Alberto | Indirect through spouse |
Sabaf S.p.A. | 1,000 | - | 1,000 | ||
| Cavalli Giuseppe | Independent Director |
Indirect through spouse |
Sabaf S.p.A. | 2,680 | 2,320 | ||
| Anna Pendoli | Director | Direct | Sabaf S.p.A. | - | - | ||
| 'ZGEWVKXGU YKVJ UVTCVGIKE - responsibilities (1) |
Direct | Sabaf S.p. | 3,300 | - | - | 3,300 |
|---|---|---|---|---|---|---|
| ----------------------------------------------------------------- | -------- | ------------ | ------- | --- | --- | ------- |
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