Annual Report • Apr 1, 2015
Annual Report
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2014 ANNUAL REPORT
| Board of Directors | |
|---|---|
| Chairman | Mario Delfini1 |
| Chief Executive Officer | Franco Cristini1 |
| Directors | Alessandro Caltagirone1 Tatiana Caltagirone Massimiliano Capece Minutolo del Sasso1 Carlo Carlevaris2 Annalisa Mariani2 Albino Majore 1 Arnaldo Santiccioli2 |
| General Manager | Maurizio Urso |
| Board of Statutory Auditors | |
| Chairman | Antonio Staffa |
| Standing Auditors | Patrizia Amoretti Vincenzo Sportelli |
| Executive Responsible | Fabrizio Caprara |
| Independent Audit Firm | KPMG SpA |
1 Members of the Executive Committee 2Committee of Independent Directors
In accordance with Consob recommendation No. 97001574 of February 20th 1997 the nature of the powers delegated to the members of the Board of Directors are reported below
The Chairman is delegated the power, to be exercised with sole signature, to represent the Company, to oversee and ensure the implementation of the Board of Directors and Executive Committee resolutions and to manage communication activities.
The Chairman is also conferred the power to carry out, with sole signature, all the acts of ordinary and extraordinary administration in fulfilment of the resolutions of the Executive Committee.
The Chief Executive Officer is conferred the power to represent the Company and to coordinate and oversee the company's activities, particularly in relation to the technicaloperative aspects and to carry out, with sole signature, all the acts of ordinary and extraordinary administration in fulfilment of the resolutions of the Board of Directors and of the Executive Committee.
The General Manager is conferred the power to co-ordinate and oversee the company activities with particular reference to the technical-operative aspects.
The Executive Committee is attributed all the ordinary and extraordinary administrative powers with the exception of those reserved by law, by the Company By-Laws or their own decision to the Board of Directors.
| DIRECTORS' REPORT ON THE COMPANY AND GROUP RESULTS FOR THE YEAR ENDED DECEMBER 31ST 2014 |
9 |
|---|---|
| RECONCILIATION BETWEEN THE NET RESULT AND THE NET EQUITY OF THE PARENT COMPANY AND THE CONSOLIDATED NET RESULT AND NET EQUITY AT 31.12.2014 |
24 |
| LIST OF INVESTMENTS AT 31.12.2014 | 25 |
| CONSOLIDATED FINANCIAL STATEMENTS | 27 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | 35 |
| DECLARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS | 94 |
| FINANCIAL STATEMENTS | 96 |
| NOTES TO THE FINANCIAL STATEMENTS | 104 |
| DECLARATION OF THE FINANCIAL STATEMENTS | 157 |
2014 Annual Report Vianini Lavori SpA 8 BLANK PAGE
The present Directors' Report refers to the Consolidated and Separate Financial Statements of Vianini Lavori S.p.A. (hereafter also "the Group") at December 31st 2014, prepared in accordance with International Financial Reporting Standards (IFRS), International Accounting Standards (IAS) and the interpretations of the International Financial Reporting Interpretations Committee (IFRIC) and of the Standing Interpretations Committee (SIC), approved by the European Commission (hereinafter "IFRS").
The present Report should be read together with the Consolidated and Separate Financial Statements and the relative Notes, which constitute the Annual Accounts for 2014.
* * * * * * * * * *
The Vianini Lavori Group operates exclusively as a General Contractor in Italy in the Infrastructure and Transport (motorways, railways and underground rail) and civil construction sectors.
The 2014 general economic figures confirm continued recession. In particular in 2014, for the seventh consecutive year, the construction sector experienced significant crisis, both in private and public construction. Between 2008 and 2014, constructions sector investments have contracted 32% (Euro 64 billion), with public works in particular seeing a drop of 48.1%. Excluding the significant increase (18.5%) of investments to upgrade buildings between 2008 and 2014 generated by the extension of the building restructuring and energy saving tax incentives, the construction market contraction would have been 44.2%. In the first nine months of 2014 a number of positive signs emerged, with residential property unit sales improving 2.2% on the same period of the previous year. In particular, the 9M 2014 figures report an overall 4.1% increase, confirming the positive housing sector figures in the major cities (+6.9% on 9M 2013) and with an improvement also for the municipalities outside the major cities (+2.8% on 9M 2013).
In terms of public works in 2014, we highlight – after years of significant contractions – an increase in the number of published tenders (+30.4% on 2013) and an increase in the average value (+18.3%), even if these rises concern medium/small value works proposed by local bodies. In terms of large infrastructural works, no issues which may cause a reversal of developments in recent years are apparent.
The Vianini Lavori Group closely links the development of operating and financial activities, with a particular focus on maintaining a balanced order book. In particular, in addition to the production
1 Source: ANCE Research Centre February 2015
activity carried out through consortium companies, during the years of crisis the Group has invested significantly. In particular, the Group holds major investments in Cementir Holding S.p.A., operating in the cement and ready-mix concrete sector both in Italy and overseas, in Acqua Campania S.p.A., the Campania Region Agency for the management of the aqueduct of Western Campania and Grandi Stazioni S.p.A. (through Eurostazioni S.p.A.), an operating company handling the non-technical activities of the major train stations. The results of these companies are commented upon below. Finally, in relation to financial activities, we highlight the qualified investment in ACEA S.p.A.. (7.3%).
The Vianini Lavori Group in 2014 reports an improved result, despite the market and general economic difficulties, confirming the solidity of the business and the diversification of orders in portfolio and of the financial assets held.
The financial highlights for the year and for the previous year are shown below:
| (In Euro thousands) | 2014 | 2013 | % |
|---|---|---|---|
| OPERATING REVENUES | 187,894 | 176,211 | 6.6% |
| Labour costs | 5,178 | 5,421 | -4.5% |
| Other operating charges | 177,518 | 161,686 | 9.8% |
| TOTAL OPERATING COSTS | 182,696 | 167,107 | 9.3% |
| EBITDA | 5,198 | 9,104 | -42.9% |
| Amortisation, depreciation, provisions & write-downs | 117 | (5) | na |
| EBIT | 5,081 | 9,109 | -44.2% |
| Net result of the share of associates | 24,949 | 13,486 | 85.0% |
| Financial income | 4,316 | 6,838 | -36.9% |
| Financial charges | (1,057) | (13,756) | 92.3% |
| FINANCIAL RESULT | 3,259 | (6,918) | 147.1% |
| PROFIT BEFORE TAXES | 33,289 | 15,677 | 112.3% |
| Income taxes | (2,159) | (2,167) | -0.4% |
| NET PROFIT FOR THE YEAR | 35,448 | 17,844 | 98.7% |
| Group Net Profit | 35,448 | 17,844 | 98.7% |
| Minority interest share | - | - | - |
Vianini Lavori Group operating revenues in 2014 amounted to Euro 187.9 million, up 6.6% on 2013 (Euro 176.2 million). The increase in revenues is due to the normal execution of orders in portfolio. 2013 revenues benefitted from extraordinary income related to the recognition of additional charges incurred for works competed in previous years.
In 2014, operating costs increased overall 9.3% due to higher production levels.
EBITDA reports a profit of Euro 5.2 million, decreasing on Euro 9.1 million in 2013.
The Net result of the share of associates reports a profit of Euro 24.9 million (Euro 13.5 million in 2013), principally thanks to the improved result of the Cementir Holding Group; the results of Eurostazioni S.p.A., Acqua Campania S.p.A. and SAT S.p.A. were also positive.
Net Financial income totalled Euro 3.3 million (net financial charges of Euro 6.9 million in 2013) and principally related to dividends received on listed shares totalling Euro 3.6 million. The 2013 result was impacted however by losses from the sale on the market of listed shares.
The Group reports a net profit of Euro 35.4 million (Euro 17.8 million in 2013).
Net Cash Position of the Group
The Net Cash Position of the Group at December 31st 2014 is reported below.
| (In Euro thousands) | 31/12/2014 | 31/12/2013 |
|---|---|---|
| Current financial assets | 3,076 | 3,733 |
| Cash and cash equivalents | 46,583 | 28,771 |
| Current financial liabilities | (9,047) | (7,663) |
| Net Cash Position2 | 40,612 | 24,841 |
The net cash position increased approx. Euro 16 million due to the generation of operating cash flows and dividends received on listed shares, net of the dividends distributed by the Parent Company.
Group shareholders' equity
The Group consolidated shareholders' equity increased from Euro 614 million at December 31st 2013 to Euro 659.6 million; the increase of Euro 45.6 million is due to the net profit for the year, the valuation at fair value of investments in equities and the valuation at net equity of the associated companies, following the distribution of the dividend.
Group Key Performance indicators
The balance sheet and income statement indicators are provided below:
2 The Net Cash Position in accordance with CONSOB Recommendation No. 6064293 of July 28th 2006, which is based on the European Securities and Markets Authority – ESMA (ex CESR) recommendation of February 10th 2005, is illustrated in the Notes to the Consolidated Financial Statements, to which reference should be made.
| 2014 | 2013 | |
|---|---|---|
| ROE (Net result/Net equity)* | 5.37 | 2.91 |
| ROI (EBIT/total assets)* | 0.65 | 1.25 |
| ROS (Ebit /Operating revenues)* | 2.70 | 5.17 |
| Equity Ratio(Net equity/total assets) | 0.84 | 0.84 |
| Liquidity Ratio (Current assets/Current liabilities) | 1.26 | 1.01 |
| Capital Invested Ratio (Net equity/Non-current assets) | 1.04 | 0.99 |
* percentage values
The ROE was 5.37% (2.91% in 2013), following an improvement for the result of companies valued at equity and in the financial result. The ROI and ROS ratios compared to the same period in 2013 on the other hand highlight a deteriorated operating performance. The figures at December 31, 2013 benefitted from a number of non-recurring items.
The balance sheet and financial indicators highlight the strong balance sheet and the good capacity to meet short-term commitments through liquid funds and finally a good equilibrium between own funds and fixed assets.
The order portfolio totals Euro 1.14 billion, including orders acquired in 2014 concerning the Catanzaro Metro and the Turin rail warehouse. The structure of the portfolio reflects the strength of the Group in identifying opportunities in Italy which maintain order margins through a diversification among operating segments. The order portfolio is outlined below:
| 2014 | |
|---|---|
| Rome Metro - Line C | 306 |
| Rome Metro - Line B Casal Monastero | 184 |
| Turin Rail Depot | 119 |
| Motorway Pass Lot 6-7 | 58 |
| Catanzaro Metro | 57 |
| Livorno- Civitavecchia Motorway | 34 |
| Pavoncelli Bis Tunnel | 33 |
| Other Residential Building Orders | 289 |
| Other Infrastructure Orders | 58 |
| TOTAL | 1,138 |
In July 2014, Vianini Lavori S.p.A., within a temporary consortium agreement, was awarded the tender by the Calabria Region for the construction of the new metropolitan railway link between the new FS station at Catanzaro - Germaneto and the current station of Catanzaro - Sala and for the upgrading of the existing railway metro line in the Fiumarella valley between Catanzaro - Sala and
Catanzaro – Lido. The work will be part of the new overground metropolitan line which will connect various suburbs of the Calabria regional capital, integrating the entire urban area of the historical centre with the suburbs of Germaneto and Lido. The contract will be completed over two years and has a total value of Euro 80 million, of which approx. Euro 57 million pertaining to the company. A date for the signing of the contract is awaited from the Purchaser.
In May 2014, Vianini Lavori S.p.A. was awarded a tender by Trenitalia S.p.A. for the construction of a Current Maintenance Plant at the Turin Switching site. The new structure, which will be utilised for the maintenance of regional transport and High-Speed train services, will cover an area of approx. 260 thousand square meters within the Lingotto terminal. The order, which concerns the building of a vehicle maintenance office, of a depot for current complete train maintenance, a canopy for the cleaning of trains, a services building and a "under-floor wheel lathe" building and other smaller buildings and will be completed within three and a half years, for a total value of approx. Euro 120 million. The executive project which will be completed in March 2015 is currently being prepared.
Contractor: Roma Metropolitane, a Company incorporated by the Municipality of Rome. Contractor: Metro C Scpa (Vianini Lavori S.p.A. al 34.5%) which acts as General Contractor. Amount: Euro 2.9 billion, of which Euro 1 billion concerning Vianini Lavori S.p.A..
The contract concerns the supply of rolling stock and the start-up of operations of the new Line C of the Rome Metro. The entire section concerns 25.4 kilometres and 29 stations along the Monte Compatri/Pantano-Clodio/Mazzini track, served by a driverless system (no driver and with a distance control system). At the preparation date of the present report, the section between Parco di Centocelle – San Giovanni was in the completion phase and the San Giovanni- Fori Imperiali Colosseo section was under construction; the Pantano – Parco di Centocelle section was completed on December 23, 2013 and was opened to the public on November 9, 2014.
Contractor: Roma Metropolitane, a Company incorporated by the Municipality of Rome. Contractor: Metro B Srl (held 45.01% by Vianini Lavori S.p.A.)
Amount: Euro 408 million, of which Euro 183.6 million concerning Vianini Lavori S.p.A..
The contract concerns the extension of Line B of the Rome Metro, Rebibbia-Casal Monastero section, and the subsequent management of station plant and services, in addition to the areas and plant for passenger interchange. The project, concerning a 3.8 km extension to the current track, will decongest city traffic, linking North-Eastern stations with the centre of the Capital. The works will be completed within 5 years from initiation and will be undertaken as a concession through the property
development method. In 2014, the definitive project was delivered, redrawn on the request of the Contractor. The Municipality Board did not approve the project, which has been appealed to the Council of State, proposed by the party in the tender placing second, which was subsequently rejected.
Contractor: Autostrade per l'Italia S.p.A.
Contractor: San Benedetto Val di Sambro Scarl (held 54% by Vianini Lavori S.p.A.)
Amount: Euro 600 million, of which Euro 324 million concerning Vianini Lavori S.p.A..
The contract concerns the construction of a 3 lane southbound motorway section on the La Quercia - Badia route. During the year, the Sparvo and Val di Sambro tunnels were in a state of near completion, with completion of works, including finishing, scheduled for 2015.
Contractor: SAT Società Autostrada Tirrenica per azioni. Contractor: SAT Lavori Scarl (held 34.6% by Vianini Lavori S.p.A.) Amount: Euro 158 million, of which Euro 54 million concerning Vianini Lavori S.p.A.. The contract concerns the construction of the Civitavecchia-Tarquinia section of the Livorno-Civitavecchia motorway. During the year, the Litoranea highway and the secondary roads were completed.
The Vianini Lavori Group holds 25.48% of the Cementir Holding Group, which produces cement and ready-mix concrete, with a presence both in Italy and abroad.
The Cementir Holding Group in 2014 reported operating revenues of Euro 973.05 million, reducing 4.3% on 2013, due to the uneven revenue performance across the various countries in which the Group operates; in particular, improved revenues were reported in Turkey and in Scandinavian Countries, while reducing in Italy, Egypt and the Far East.
The EBITDA and EBIT, respectively amounting to Euro 192.4 million and Euro 104.1 million, improved respectively 13.4% and 35.7% on the previous year, as benefitting from non-recurring items. The EBITDA margin increased from 17.2% in 2013 to 20.3% in 2014.The Group Net Profit totalled Euro 71.6 million, significantly improving on 2013 (Euro 40.1 million), thanks also to a strong financial management performance.
The Group Net Cash Position, thanks to the strong operating performance and working capital management, improved Euro 46.6 million.
The Vianini Lavori Group holds 47.9% of Acqua Campania S.p.A., the Campania Region agency for the management of the Western Campania aqueduct.
The company reported a net profit amounted of Euro 4 million (Euro 3.2 million in 2013). Ordinary revenues are substantially in line with the previous year at approx. Euro 61 million; in particular, water distribution revenues increased, while revenues from works on behalf of the Campania Region decreased. The EBITDA amounts to approx. Euro 4.4 million, improving on Euro 3.4 million in 2013, due to the reduction in operating costs.
The Vianini Lavori Group holds, through the associated company Eurostazioni S.p.A., 13.08% of Grandi Stazioni S.p.A.. The company is involved in the commercial development of the nontechnical activities of the major Italian rail stations. Grandi Stazioni S.p.A. in 2014 reported Operating Revenues of Euro 209.9 million, increasing 2% on 2013, thanks to the increase in revenues for the rental of refurbished spaces (+3%) and the media and advertising activities performance, which, despite the out of home advertising market contracting 10% on 2013, maintained stable revenues and increased market share. EBIT, following amortisation and depreciation, partly concerning previous years, of Euro 19 million and write-downs of Euro 4 million, amounted to Euro 35 million, increasing Euro 12 million on 2013 (+52.4%).The consolidated net profit amounted to approx. Euro 20 million, increasing Euro 10 million on the previous year (+96.9%).
The public works market continues to be very challenging and for the moment there are no signs of recovery compared to the previous year, despite a number of regulatory developments such as the "Release Italy" Decree and further resources through the Stability Law. The great difficulties which the country faces resulted not only in a significant contraction in investment but also difficulties and delays in securing payment for contracts in progress from commissioning bodies.
Within the current market environment, the Vianini Lavori Group is focused on the completion of projects under construction; in addition, the Group focused greater attention on the expanding markets.
On January 11th 2015 the Board of Directors of Vianini Lavori S.p.A., noting the Board of Directors' motion of Cementir Holding concerning the share capital increase proposal, approved a share capital increase, through its subsidiary Lav 2004 S.r.l., in view of the imminent acquisition
possibility by the Cementir Group. Subsequently, Cementir Holding communicated to the Company that the procedure in which it had participated had not been awarded and therefore the investment opportunity required for their share capital increase could no longer be supported. In consideration of this, Cementir Holding, although re-conferring the Board of Directors' power in accordance with Article 2443 of the Civil Code, in order to avail of a Shareholders' Meeting motion to undertake at any time any future expansion of the Cementir Group, communicated to Vianini Lavori S.p.A. that the need to maintain a commitment to a share capital increase, granted on January 12, 2015, is no longer required. In light of that outlined above, the Board of Directors of Vianini Lavori S.p.A. on March 11, 2015, noting the communication received from Cementir Holding S.p.A., confirmed that the Company, also on behalf of its subsidiary Lav 2004 S.r.l., was released from the above-stated commitment.
The transactions with "related" parties, as set out in IAS 24, include inter-company transactions, form part of the ordinary business activities and are governed at market conditions.
The information on transactions with related parties in 2014, including those required by Consob communication of July 28th 2006, is shown in the Notes to the Separate and Consolidated Financial Statements.
The activities of Vianini Lavori and its subsidiaries are subject to various financial risks: market risks (raw materials prices and the movements in listed share prices), credit risk, exchange rate risk, interest rate risk and liquidity risk. The management of the financial risks is undertaken through organisational directives which govern the management of these risks and the control of all operations which have importance in the composition of the financial and/or commercial assets and liabilities. The Group has not used derivative financial instruments, nor do specific financial risks exist in relation to price, credit or liquidity (other than that deriving from the operating activities).
Interest rate risk
The Group has a minimal exposure to interest rate risk, which principally affects the returns on liquidity held by the Group.
Exchange rate risk is not considered a factor as operations and revenues exclusively relate to Italy, in addition to the principal costs.
Credit risk
The Group does not have particularly significant credit risks. The operating procedures permit a control of the risk connected to the receivable, as operating activities are principally undertaken with Public Bodies.
The Group is exposed in a non-significant manner to fluctuations in the prices of raw materials and services; this risk is, in fact, managed by the operating companies of the parent company, through recourse to a wide range of suppliers which permits the obtaining of the best market conditions and the agreement, where possible, of tender contracts with conditions containing risks related to the prices of raw materials.
In relation to the risk of changes in the fair value of the equity shareholdings held as available for sale, the Group monitors the changes of share prices and for this reason constantly records the movements in the listed shares in portfolio.
Existing regulations and laws are rigorously applied to workplace health and security and hence govern this area of risk.
The current conditions in the financial markets and the real economy do not allow accurate evaluations of the medium-term outlook within the Group's markets. These uncertainties, however, as already stated, do not affect the going concern of the business based on the diversified order portfolio and the Group relies on its own funds and no uncertainties exist that could compromise the capacity of the Group to carry out its operating activities.
Vianco S.p.A, entirely held by Vianini Lavori S.p.A., undertook an agreement with Autostrade per l'Italia S.p.A. for the sale of its investment totalling 24.98% in the company Autostrada Tirrenica (SAT) for a value of Euro 27.6 million. The conclusion of the operation, expected by first half of 2015, is subject to, among other conditions, the receipt of authorisation from the Granting party.
During 2014, the companies of the Vianini Lavori Group did not carry out any research and development activity.
At December 31st 2014 personnel numbered 43 (41 at December 31st 2013), of which 1 bluecollar, 30 white-collar and 12 senior managers. The average employees in the 12 months of 2014 amounted to 41.
For segment information on the costs, revenues and investments, reference should be made to the notes to the consolidated financial statements.
The reconciliation of the shareholders' equity and net profit of the Group and of the Parent Company as per Consob Communication No. 6064293 of 28/07/2006 is attached to the present report.
In considering the Group performance, the principal factors regarding Vianini Lavori S.p.A. are substantially included, whose revenues, including transactions with other Group companies, represent almost the entirety of consolidated revenues.
The 2014 separate financial statements of Vianini Lavori S.p.A. report a net profit of Euro 8.01 million (net profit of Euro 55.1 million in 2013). The 2013 result benefitted from the write-back of subsidiary investments totalling Euro 49.7 million following the recovery in carrying values, as the reasons for the original impairments on listed shares held in portfolio of the subsidiaries no longer exist. In 2014, these revaluations amounted to Euro 2.7 million. The key financial highlights of the company Vianini Lavori are reported below:
| Euro thousands | 2014 | 2013 | % Change |
|---|---|---|---|
| Operating revenues | 187,543 | 175,700 | 6.74% |
| EBITDA | 5,227 | 9,276 | -43.65% |
| EBIT | 5,116 | 9,287 | -44.91% |
| Financial result | 4,434 | 48,526 | -90.86% |
| Net result | 8,012 | 55,124 | -85.47% |
For further information, reference should be made to the information regarding the Group performance.
Shareholders' Equity at December 31st 2014 amounted to Euro 511.1 million compared to Euro 508.3 million at December 31st 2013. The increase principally relates to the net profit for the year, less the dividends distributed.
The Net Cash Position is as follows:
| (In Euro thousands) | 31/12/2014 | 31/12/2013 |
|---|---|---|
| Current financial assets | 15,360 | 12,499 |
| Cash and cash equivalents | 10,916 | 8,190 |
| Current financial liabilities | (8,835) | (7,364) |
| Net Cash Position3 | 17,441 | 13,325 |
3The Net Cash Position in accordance with CONSOB Recommendation No. 6064293 of July 28th 2006, which is based on the European Securities and Markets Authority – ESMA (ex CESR) recommendation of February 10th 2005, is illustrated in the Notes to the Financial Statements, to which reference should be made.
In 2014, within the financial activities undertaken, Viafin Srl reported a net profit of Euro 8.7 million, principally deriving from the write-back of listed shares in portfolio, written-down in previous years. The write-back totalled Euro 6.1 million, aligning the book value to the estimated realisable value established as the average of the last target prices according to opinions of leading financial analysts. The net profit for the year also includes dividends received on listed shares totalling Euro 0.6 million.
Vianini Ingegneria S.p.A. provides technical design services and reported operating revenues of Euro 600 thousand (Euro 574 thousand in 2013) and a net loss of Euro 11 thousand (Euro 7 thousand in 2013).
So.Fi.Cos. SrL reported a net profit of Euro 2.4 million, principally from the receipt of dividends on listed shares for Euro 1.4 million and the recognition of deferred tax assets of Euro 587 thousand following the rules introduced by Legislative Decree 201 of 2011, which recognises the so called "Ace" (Economic Growth Support) tax benefits concerning the capitalisation of businesses through the conferment of cash or reinvested profits.
Viapar Srl reported a net profit of Euro 2.4 million, principally from the receipt of dividends on listed shares for Euro 1.5 million and the recognition of deferred tax assets of Euro 765 thousand under the "Ace" (Economic Growth Support) benefit.
Lav 2004 Srl, a subsidiary company of Viafin Srl, recorded a profit of Euro 3.3 million deriving from dividends received from Cementir Holding S.p.A. shares.
Vianco S.p.A., holds 24.98% of the Company Autostrada Tirrenica (SAT), holder of the contract for the design, construction and management of the A12 motorway between Livorno – Civitavecchia. The company reported a net profit of Euro 247 thousand in 2014.
At the end of the year, Vianini Lavori employees numbered 42 (40 in 2013). The average number of employees in the 12 months of 2014 was 40 (40 in 2013).
The Company does not hold directly or indirectly treasury shares and/or shares of the holding companies.
The company is not subject to management and co-ordination pursuant to Article 2497 and subsequent of the Italian Civil Code.
In 2014, the Company did not undertake any research and development activities.
The Shareholders' AGM of April 23rd 2014, in extraordinary session, amended Article 6 of the By-Laws, in order to establish the option to call subsequent Shareholders' Meetings in extraordinary session and in ordinary session where the quorums established by applicable regulations for each of the previous meetings have not been met, in accordance with Article 2369, first paragraph of the Civil Code.
The AGM in ordinary session also appointed for the 2014-2016 three year period the Board of Directors in the persons of Messrs. Alessandro Caltagirone, Franco Cristini, Mario Delfini, Tatiana Caltagirone, Carlo Carlevaris, Massimiliano Capece Minutolo Del Sasso, Annalisa Mariani, Albino Majore and Arnaldo Santiccioli and to the Board of the Statutory Auditors Messrs. Antonio Staffa, Chairman, Patrizia Amoretti and Vincenzo Sportelli, Standing members.
The Board of Directors on April 28th 2014 appointed Mr. Alessandro Caltagirone as Chairman, Mr. Mario Delfini as Vice Chairman and Mr. Franco Cristini as Chief Executive Officer, establishing for each their specific powers. At the same meeting the following were appointed to the Executive Committee: the Chairman Mr. Alessandro Caltagirone, the Vice-Chairman Mr. Mario Delfini, the Chief Executive Officer Mr. Franco Cristini and the Directors Mr. Albino Majore and Mr. Massimiliano Capece Minutolo Del Sasso.
The Board then appointed, after verifying the independence and after consultation with the Board of Statutory Auditors, in accordance with the provisions of the regulation which governs transactions with related parties, the Directors Ms. Annalisa Mariani, Mr. Carlo Carlevaris and Mr. Arnaldo Santiccioli as members of the Independent Directors Committee.
The Board also confirmed for 2014 the appointment of the Executive Responsible for the preparation of the accounting and corporate documents of the company in the person of Mr. Fabrizio Caprara.
Finally, the Board also confirmed for the 2014-2016 three year period the Supervisory Board as Mr. Mario Venezia, Chairman and Mr. Rosario Testa.
The Board of Directors on July 30th 2014, following the resignation of Mr. Alessandro Caltagirone from the role of Chairman, appointed to this position the Vice Chairman Mr. Mario Delfini, who has previously acted as Chairman in prior years. Alessandro Caltagirone has maintained his position as a Director and member of the Executive Committee.
In relation to the Organisation and Control Model as per Law 231/2001, the Board of Directors approved the unified Organisational and Control Model as per Legislative Decree 231/2001, which includes in a single Model the previous versions of the Model already approved by the Board.
2014 Annual Report Vianini Lavori SpA 21
For further information on the Corporate Governance system of Vianini Lavori S.p.A. and the shareholder structure, pursuant to article 123-bis of the Consolidated Finance Act, reference should be made to the "Corporate Governance and shareholder structure Report", prepared in accordance with the indications and recommendations of Borsa Italiana S.p.A. and published in accordance with article 89 of the Issuers' Regulations and available on the internet site of the company www.vianinigroup.it in the Investor Relations / Corporate Governance / Corporate Documents section.
Dear Shareholders,
we propose to you the approval of the Financial Statements at December 31st 2014, consisting of the Balance Sheet, Income Statement, Comprehensive Income Statement, Statement of Changes in Shareholders' Equity, Cash Flow Statement, as well as the relative attachments and the Directors' Report.
As the Legal Reserve has reached the limit of one-fifth of the Share Capital as per Article 2430 of the Civil Code, the Board of Directors proposes to the Shareholders' Meeting to allocate the Net Profit for the year of the Parent Company Vianini Lavori S.p.A. of Euro 8,011,875.00, as follows:
The Board of Directors proposes the distribution of Euro 4,379,750.70 as dividend, comprising Euro 0.10 for each of the 43,797,507 ordinary shares outstanding, through the partial utilisation of retained earnings from the years prior to 2007.
The Board finally proposes May 18, 2015 for the allocation of the dividend coupon, based on the record date of May 19, 2015, for the granting of profit distribution rights and the establishment of the dividend payment date, net of withholding taxes where applicable, as from May 20, 2015 by the intermediaries appointed through the Sistema di Gestione Accentrata Monte Titoli S.p.A..
Rome, March 11th 2015
2014 Annual Report Vianini Lavori SpA 23
| Net Profit | Net Equity | |
|---|---|---|
| Net profit and net equity as per financial statements of the parent | ||
| company | 8,012 | 511,117 |
| Consolidation effect of the subsidiary companies | 14,255 | 18,840 |
| Effect of the Equity valuation of associated companies | 24,949 | 106,620 |
| Adjustment to the international accounting standards IFRS/IAS | (6,070) | 22,591 |
| Elimination of intercompany dividends | (5,796) | - |
| Elimination of inter-group (gains)/losses | 8 | 397 |
| Other adjustments | 90 | - |
| Net profit and Net Equity as per the consolidated financial | ||
| statements | 35,448 | 659,565 |
(in Euro thousands)
2014 Annual Report Vianini Lavori SpA 24
| COMPANY | REGISTERED OFFICE |
SHARE CAPITAL |
CURRENCY | DIRECT | HOLDING INDIRECTLY THROUGH |
|
|---|---|---|---|---|---|---|
| COMPANIES INCLUDED IN THE CONSOLIDATION UNDER THE LINE-BY-LINE METHOD | ||||||
| BUCCIMAZZA IND.WORKS CORP. LTD LAV 2004 SRL |
LIBERIA ITALY |
130,000 10,000 |
LRD EUR |
0.02% - |
VIAFIN SRL VIAFIN SRL |
99.98% 99.99% |
| - | SOFICOS SRL | 0.01% | ||||
| SOC.ITALIANA METROPOLITANE SIME SPA | ITALY | 121,500 | EUR | 99.89% | VIAPAR SRL | 0.111% |
| SO.FI.COS. SRL | ITALY | 1,040,000 | EUR | 99.988% | VIANINI INGEGNERIA SPA | 0.012% |
| VIAFIN SRL VIANCO SPA |
ITALY ITALY |
10,400 3,000,000 |
EUR EUR |
99.995% 99.998% |
SOFICOS SRL SO.FI.COS. SRL |
0.005% 0.002% |
| VIANINI INGEGNERIA SPA | ITALY | 158,590 | EUR | 99.996% | ||
| VIAPAR SRL | ITALY | 10,000 | EUR | 99.990% | SOFICOS SRL | 0.010% |
| INVESTMENTS VALUED UNDER THE EQUITY METHOD | ||||||
| AALBORG CEMENT COMPANY INC | USA | 1,000 | USD | - | AALBORG PORTLAND US INC | 100.00% |
| AALBORG PORTLAND A/S | DENMARK | 300,000,000 | DKK | - | CEMENTIR ESPANA S.L. | 75.00% |
| AALBORG PORTLAND ISLANDI EHF | ICELAND | 303,000,000 | ISK | - | GLOBOCEM SL AALBORG PORTLAND A/S |
25.00% 100.00% |
| AALBORG PORTLAND OOO | RUSSIA | 14,700,000 | RUB | - | AALBORG PORTLAND A/S | 100.00% |
| AALBORG PORTLAND POLSKA SPZOO | POLAND | 100,000 | PLN | - | AALBORG PORTLAND A/S | 100.00% |
| AALBORG PORTLAND US INC | USA | 1,000 | USD | - | AALBORG PORTLAND A/S | 100.00% |
| AALBORG PORTLAND MALAYSIA Sdn Bhd | MALAYSIA | 95,400,000 | MYR | - | AALBORG PORTLAND A/S AALBORG PORTLAND |
70.00% |
| AALBORG PORTLAND AUSTRALIA Pty.Ltd | AUSTRALIA | 1,000 | AUD | - | MALAYSIA Sdn Bhd | 100.00% |
| AALBORG PORTLAND | ||||||
| AALBORG RESOURCES Sdn Bhd | MALAYSIA | 2,543,972 | MYR | - | MALAYSIA Sdn Bhd | 100.00% |
| AALBORG PORTLAND ANQING, Co.Ltd. AALBORG WHITE ITALIA SRL in liquidazione |
CHINA ITALY |
265,200,000 10,000 |
CNY EUR |
- - |
AALBORG PORTLAND A/S AALBORG PORTLAND A/S |
100.00% 82.00% |
| AB SYDSTEN AB | SWEDEN | 15,000,000 | SEK | - | UNICON A/S | 50.00% |
| ACQUA CAMPANIA SPA | ITALY | 4,950,000 | EUR | 47.90% | ||
| ADDUTTORE PONTEBARCA scarl in liquidazione | ITALY | 45,900 | EUR | 24.33% | ||
| AGAB Syd Actiebolag AB | SWEDEN | 500,000 | SEK | AB SYDSTEN AB | 40.00% | |
| ALFACEM SRL | ITALY | 1,010,000 | EUR | - | CEMENTIR HOLDING SPA BETONTIR SPA |
99.999% 0.001% |
| ANGITOLA scarl in liquidazione | ITALY | 15,300 | EUR | 50.00% | ||
| BETONTIR SPA | ITALY | 104,000 | EUR | - | CEMENTIR ITALIA SRL | 99.888% |
| CAPOSELE SCARL | ITALY | 20,000 | EUR | 41.05% | VIAFIN SRL | 0.112% |
| CEMENTIR ESPANA S.L. | SPAIN | 3,007 | EUR | - | CEMENTIR HOLDING SPA | 100.00% |
| CEMENTIR HOLDING SPA | ITALY | 159,120,000 | EUR | LAV 2004 SRL | 25.48% | |
| CEMENTIR ITALIA SPA | ITALY | 40,000,000 | EUR | - | CEMENTIR HOLDING SPA | 99.999% |
| CIMBETON AS | TURKEY | 1,770,000 | TRY | - | ALFACEM SRL CIMENTAS AS |
0.001% 50.285% |
| KARS CIMENTO AS | 0.062% | |||||
| CIMENTAS AS | TURKEY | 87,112,463 | TRY | - | CEMENTIR HOLDING SPA | 12.803% |
| AALBORG PORTLAND ESPANA SL |
85.000% | |||||
| CIMBETON AS | 0.117% | |||||
| KARS CIMENTO AS | 0.480% | |||||
| CONSORZIO CO.MA.VI. | ITALY | 1,020,000 | EUR | 28.00% | ||
| CONSORZIO VIDIS in liquidazione CONSORZIO SALINE JONICHE |
ITALY ITALY |
25,822 15,300 |
EUR EUR |
25.00% 31.00% |
||
| DESTEK AS | TURKEY | 50,000 | TRY | - | CIMENTAS AS | 99.986% |
| ECOL UNICON Sp. Z o.o. | POLAND | 1,000,000 | PLN | - | UNICON A/S | 49.00% |
| GREAT | ||||||
| EPI (UK R&D) LTD EUROSTAZIONI SPA |
BRITAIN ITALY |
100 155,200,000 |
GBP EUR |
32.709% | RECYDIA AS | 50.00% |
| EVERTS BETONGPUMP & ENTREPRENAD AB | SWEDEN | 100,000 | SEK | - | AB SYDSTEN AB | 73.50% |
| FE.LO.VI. scnc in liquidazione | ITALY | 25,822 | EUR | 32.50% | ||
| AALBORG CEMENT COMPANY | ||||||
| GAETANO CACCIATORE LLC GLOBO CEM S.L. |
USA SPAIN |
NA 3,007 |
USD EUR |
- - |
Inc. ALFACEM SRL |
100.00% 100.00% |
| GRANDI STAZIONI SPA | ITALY | 4,304,201 | EUR | - | EUROSTAZIONI SPA | 40.00% |
| Ilion Cimento Sanayi ve Ticaret Ltd Sirketi | TURKEY | 300,000 | TRY | - | CIMBETON AS | 100.000% |
| KARS CIMENTO AS | TURKEY | 3,000,000 | TRY | - | CIMENTAS AS | 58.381% |
| KUDSK & DAHL A/S | DENMARK | 10,000,000 | DKK | - | ALFACEM SRL UNICON A/S |
39.809% 100.00% |
| LEHIGH WHITE CEMENT COMPANY J.V. | USA | N/A | - | AALBORG CEMENT COMPANY INC |
24.50% | |
| METRO B SRL | ITALY | 20,000,000 | EUR | 45.01% | ||
| METRO C scpa | ITALY | 150,000,000 | EUR | 34.50% | ||
| METRO FC scarl | ITALY | 20,000 | EUR | 70.00% | ||
| METROSUD scarl in liquidazione METROTEC scarl |
ITALY ITALY |
102,000 50,000 |
EUR EUR |
23.16% 46.426% |
||
| GREAT | ||||||
| NEALES WASTE MANAGEMENT LIMITED | BRITAIN | 100,000 | GBP | - | NWM HOLDING LIMITED | 100.00% |
| NEWAAP A/S | DENMARK | 500,000 | DKK | - | AALBORG PORTLAND A/S | 100.00% |
| NOVAMETRO scarl In liquidazione | ITALY | 40,800 | EUR | 36.14% | ||
| N.P.F.- NUOVO POLO FIERISTICO scarl in liquidazione | ITALY GREAT |
40,000 | EUR | 25.00% | ||
| NWM HOLDING LIMITED | BRITAIN | 1 | GBP | - | RECYDIA AS | 100.00% |
| GREAT | ||||||
| QUERCIA LIMITED | BRITAIN | 100 | GBP | - | NWM HOLDING LIMITED | 100.00% |
| RECYDIA ATIK YONETIMI AS | TURKEY | 551,544,061 | TRY | - | CIMENTAS AS AALBORG PORTLAND A/S KARS CIMENTO AS |
24.937% 12.238% 62.820% |
|---|---|---|---|---|---|---|
| RIVIERA scarl | ITALY | 50,000 | EUR | 20.70% | ||
| ROFIN 2008 SRL | ITALY | 10,000 | EUR | 30.00% | ||
| SAT LAVORI scarl | ITALY | 100,000 | EUR | 34.600% | ||
| SCAT 5 scarl in liquidazione | ITALY | 25,500 | EUR | 37.502% | ||
| SECIL PREBETAO SA | PORTUGAL | 3,454,775 | EUR | - | SECIL UNICON SGPS LDA | 79.600% |
| SECIL UNICON SGPS, LDA | PORTUGAL | 4,987,980 | EUR | - | UNICON A/S | 50.000% |
| SELE scarl in liquidazione | ITALY | 25,500 | EUR | 40.00% | ||
| SINAI WHITE PORTLAND CEMENT COMPANY SAE | EGYPT | 350,000,000 | EGP | - | AALBORG PORTLAND A/S | 57.140% |
| SKANE GRUS AB | SWEDEN | 1,000,000 | SEK | - | AB SYDSTEN AB | 60.000% |
| SOLA BETONG AS | NORWAY | 9,000,000 | NOK | - | UNICON AS | 33.330% |
| SOCIETA' AUTOSTRADA TIRRENICA SPA | ITALY | 24,460,800 | EUR | VIANCO SPA | 24.982% | |
| AALBORG PORTLAND ESPANA SL (EX SPRING RAIN | ||||||
| INVESTMENT SL) | SPAIN | 3,002 | EUR | AALBORG PORTLAND A/S | 100.000% | |
| SUD EST scarl in liquidazione | ITALY | 30,600 | EUR | 34.00% | ||
| SUDMETRO scarl | ITALY | 50,000 | EUR | 23.16% | ||
| SUREKO AS | TURKEY | 43,443,679 | TRY | RECYDIA AS | 99.726% | |
| TOR VERGATA scarl | ITALY | 30,600 | EUR | 32.74% | ||
| UNICON A/S | DENMARK | 150,000,000 | DKK | - | AALBORG PORTLAND A/S | 100.000% |
| UNICON AS | NORWAY | 13,289,100 | NOK | - | UNICON A/S | 100.000% |
| VIANINI PIPE INC | USA | 4,483,396 | USD | - | AALBORG PORTLAND US INC | 99.995% |
| INVESTMENTS IN OTHER COMPANIES | ||||||
| CONSORZIO VIANINI PORTO TORRE | ITALY | 25,500 | EUR | 75.00% | ||
| S.E.D.E.C. sae in liquidazione | EGYPT | 75,000 | EGP | 100.00% | ||
| DIR.NA scarl in liquidazione | ITALY | 40,800 | EUR | 91.82% | ||
| SAN BENEDETTO VAL DI SAMBRO scarl | ITALY | 10,000 | EUR | 54.00% |
December 31st 2014
| ASSETS | note | 31.12.2014 | 31.12.2013 |
|---|---|---|---|
| Intangible assets with definite useful life | 1 | 17 | 21 |
| Property, plant and equipment | 2 | 353 | 324 |
| Investment property | 3 | 3,000 | 3,000 |
| Investments valued at equity | 4 | 395,638 | 396,217 |
| Equity investments and non-current securities | 5 | 207,731 | 197,307 |
| Non-current financial assets | 6 | 29 | 55 |
| Other non-current assets | 7 | 14,196 | 12,044 |
| of which related parties | 12,739 | 10,919 | |
| Deferred tax assets | 8 | 11,653 | 7,956 |
| TOTAL NON-CURRENT ASSETS | 632,617 | 616,924 | |
| Receivables for contract work in progress | 9 | 31,431 | 18,259 |
| Trade receivables | 10 | 40,048 | 52,419 |
| of which related parties | 24,433 | 34,859 | |
| Current financial assets | 11 | 3,076 | 3,733 |
| of which related parties | 3,043 | 3,661 | |
| Tax receivables | 8 | 266 | 200 |
| Other current assets | 12 | 3,714 | 8,886 |
| of which related parties | 1,303 | 1,192 | |
| Cash and cash equivalents | 13 | 46,583 | 28,771 |
| of which related parties | 1,394 | 421 | |
| Assets held-for-sale | 14 | 25,323 | - |
| TOTAL CURRENT ASSETS | 150,441 | 112,268 | |
| TOTAL ASSETS | 783,058 | 729,192 |
| SHAREHOLDERS' EQUITY & LIABILITIES | note | 31.12.2014 | 31.12.2013 |
|---|---|---|---|
| Share capital | 43,798 | 43,798 | |
| Other reserves | 580,319 | 552,363 | |
| Profit for the year | 35,448 | 17,844 | |
| Group shareholders' equity | 659,565 | 614,005 | |
| Minority interest shareholders' equity | - | - | |
| TOTAL SHAREHOLDERS' EQUITY | 15 | 659,565 | 614,005 |
| Employee provisions | 16 | 608 | 720 |
| Other non-current provisions | 17 | 2,327 | 2,260 |
| Other non-current liabilities | 18 | 14 | 608 |
| Deferred tax liabilities | 8 | 989 | 927 |
| TOTAL NON-CURRENT LIABILITIES | 3,938 | 4,515 | |
| Current provisions | 17 | 9,500 | 9,518 |
| Trade payables | 19 | 52,116 | 39,048 |
| of which related parties | 38,883 | 30,517 | |
| Current financial liabilities | 20 | 9,047 | 7,663 |
| of which related parties | 836 | 597 | |
| Other current liabilities | 18 | 48,892 | 54,443 |
| of which related parties | 39,968 | 35,019 | |
| TOTAL CURRENT LIABILITIES | 119,555 | 110,672 | |
| TOTAL LIABILITIES | 123,493 | 115,187 | |
| TOTAL SHAREHOLDERS' EQUITY AND | |||
| LIABILITIES | 783,058 | 729,192 |
| CONSOLIDATED INCOME STATEMENT | note | 2014 | 2013 |
|---|---|---|---|
| Revenues from sales and services | 166,354 | 223,037 | |
| of which related parties | 76,902 | 151,236 | |
| Change in contract work-in-progress | 13,173 | (55,119) | |
| Other operating revenues | 8,367 | 8,293 | |
| of which related parties | 7,827 | 7,795 | |
| TOTAL OPERATING REVENUES | 21 | 187,894 | 176,211 |
| Labour costs | 16 | 5,178 | 5,421 |
| Other operating charges | 22 | 177,518 | 161,686 |
| of which related parties | 171,904 | 154,111 | |
| TOTAL OPERATING COSTS | 182,696 | 167,107 | |
| EBITDA | 5,198 | 9,104 | |
| Amortisation, depreciation, provisions & write-downs | 23 | 117 | (5) |
| EBIT | 5,081 | 9,109 | |
| NET RESULT OF THE SHARE OF ASSOCIATES | 4 | 24,949 | 13,486 |
| Financial income | 24 | 4,316 | 6,838 |
| of which related parties | 3,614 | 6,144 | |
| Financial charges | 24 | (1,057) | (13,756) |
| of which related parties | (367) | (135) | |
| NET FINANCIAL RESULT | 3,259 | (6,918) | |
| PROFIT BEFORE TAXES | 33,289 | 15,677 | |
| Income taxes | 8 | (2,159) | (2,167) |
| PROFIT FROM CONTINUING OPERATIONS | 35,448 | 17,844 | |
| NET PROFIT FOR THE YEAR | 35,448 | 17,844 | |
| Parent company shareholders | 35,448 | 17,844 | |
| Minority interests | - | - | |
| Basic earnings per share (Euro 1 per share) | 25 | 0.81 | 0.41 |
| Diluted earnings per share (Euro 1 per share) | 25 | 0.81 | 0.41 |
| NOTE | 2014 | 2013 | |
|---|---|---|---|
| Net profit for the year | 35,448 | 17,844 | |
| Other comprehensive income statement items*: | |||
| Items which may be reclassified subsequently in the P&L account | |||
| Gain/(loss) from recalculation of AFS financial assets, net of fiscal effect | 9,910 | 74,631 | |
| Effect of the equity method valuation of associated companies | 5,505 | (28,923) | |
| Change in the translation reserve of foreign subsidiaries | 18 | (10) | |
| Items which may not be reclassified subsequently in the P&L account | |||
| Effect actuarial gains/(loss) of the defined benefit plan, net of fiscal effect | (23) | (15) | |
| Total other Consolidated Income Statement Items, net of fiscal effect | 26 | 15,410 | 45,683 |
| Total comprehensive profit for the year | 50,858 | 63,527 | |
| Attributable to: Parent company shareholders |
50,858 | 63,527 | |
| Minority interests | - | - | |
*The other comprehensive income statement items are reported net of the relative fiscal effect
| (in Euro thousands) | Share capital |
Legal reserve |
Fair value reserve, net of fiscal effect |
Other reserves |
Net Result | Total | Minority Inter. N.E. |
Total net equity |
|---|---|---|---|---|---|---|---|---|
| Balance at January 1st 2013 |
43,798 | 8,760 | (66,590) | 562,566 | 6,324 | 554,858 | - | 554,858 |
| Dividends distributed Retained earnings |
(4,380) 6,324 |
(6,324) | (4,380) - |
(4,380) - |
||||
| Total operations with shareholders |
- | - | - | 1,944 | (6,324) | (4,380) | - | (4,380) |
| Change in fair value reserve | 74,631 | 74,631 | 74,631 | |||||
| Change in employment termination reserve |
(15) | (15) | (15) | |||||
| Adjustment of investments valued under equity |
(28,923) | (28,923) | (28,923) | |||||
| Exchange differences Net Result |
(10) | 17,844 | (10) 17,844 |
(10) 17,844 |
||||
| Total comprehensive profit/(loss) for the year |
- | - | 74,631 | (28,948) | 17,844 | 63,527 | - | 63,527 |
| Balance at December 31st 2013 |
43,798 | 8,760 | 8,041 | 535,562 | 17,844 | 614,005 | - | 614,005 |
| Balance at January 1st 2014 |
43,798 | 8,760 | 8,041 | 535,562 | 17,844 | 614,005 | - | 614,005 |
| Dividends distributed Amount set aside to BoD Retained earnings |
(4,380) (827) 17,844 |
(17,844) | (4,380) (827) - |
(4,380) (827) - |
||||
| Total operations with shareholders |
- | - | - | 12,637 | (17,844) | (5,207) | - | (5,207) |
| Change in employment |
|---|
| Adjustment of investments |
| Total comprehensive |
| Dividends distributed Amount set aside to BoD Retained earnings |
(4,380) (827) 17,844 |
(17,844) | (4,380) (827) - |
(4,380) (827) - |
|||
|---|---|---|---|---|---|---|---|
| Total operations with shareholders |
- | - | - | 12,637 | (17,844) | (5,207) | - (5,207) |
| Change in fair value reserve | 9,910 | 9,910 | 9,910 | ||||
| Change in employment termination reserve |
(23) | (23) | (23) | ||||
| Adjustment of investments valued under equity |
5,505 | 5,505 | 5,505 | ||||
| Exchange differences Net Result |
18 | 35,448 | 18 35,448 |
18 35,448 |
|||
| Total comprehensive profit/(loss) for the year |
- | - | 9,910 | 5,500 | 35,448 | 50,858 | - 50,858 |
| Other changes | (91) | (91) | (91) | ||||
| Balance at December 31st 2014 |
43,798 | 8,760 | 17,951 | 553,608 | 35,448 | 659,565 | - 659,565 |
(in Euro thousands)
2014 Annual Report Vianini Lavori SpA 32
| NOTE | 31.12.2014 | 31.12.2013 | |
|---|---|---|---|
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 28,771 | 23,424 | |
| Net Profit | 35,448 | 17,844 | |
| Amortisation & Depreciation | 23 | 50 | 45 |
| (Revaluations) and write-downs | 24 | - | 4,400 |
| Net result of the share of associates | 4 | (24,949) | (13,486) |
| Net financial income/(charges) | 24 | (3,259) | 2,518 |
| of which related parties | (3,614) | 6,279 | |
| (Gains)/losses on disposals | 24 | - | (1) |
| Income taxes | 8 | (2,158) | (2,167) |
| Change in employee provisions | 16 | (134) | (82) |
| Changes in current and non-current provisions | 17 | 49 | (1,730) |
| OPERATING CASH FLOW BEFORE CHANGES IN WORKING | |||
| CAPITAL | 5,047 | 7,341 | |
| (Increase) Decrease in inventories | 9 | (13,173) | 55,118 |
| (Increase) Decrease in Trade receivables | 10 | 12,372 | 10,337 |
| of which related parties | 10,426 | 3,336 | |
| Increase (Decrease) in Trade payables | 19 | 13,068 | (68,554) |
| of which related parties | 8,366 | (68,357) | |
| Change in other current and non-current liabilities | 7-12- 18 |
(7,871) | (797) |
| of which related parties | 3,018 | (1,249) | |
| Change in deferred and current income taxes | 8 | (1,363) | (911) |
| OPERATING CASH FLOW | 8,080 | 2,534 | |
| Dividends received | 24 | 12,835 | 10,734 |
| Interest received | 24 | 704 | 696 |
| Interest paid | 24 | (728) | (794) |
| Other income (charges) received/paid | 24 | (207) | 36 |
| Income taxes paid | 8 | (289) | (2,421) |
| A) CASH FLOW FROM OPERATING ACTIVITIES | 20,395 | 10,785 | |
| Investments in intangible fixed assets | 1 | (11) | (8) |
| Investments in tangible fixed assets | 2 | (64) | (31) |
| Non-current investments and securities | 5 | (96) | (642) |
| Sale of intangible and tangible assets | 1 | - | 1 |
| Sale of equity investments and non-current securities | 5 | - | 5,579 |
| Change in non-current financial assets | 6 | 26 | (4) |
| Change in current financial assets | 11 | 673 | (744) |
| of which related parties | 618 | 745 | |
| B) CASH FLOW FROM INVESTING ACTIVITIES | 528 | 4,151 | |
| Change in current financial liabilities | 20 | 1,269 | (5,209) |
| Dividends Distributed | (4,380) | (4,380) | |
| Other net equity changes | - | - | |
| C) CASH FLOW FROM FINANCING ACTIVITIES | (3,111) | (9,589) | |
| D) Effect exc. diffs. on cash & cash equivalents Changes in Net Liquidity and cash equivalents |
- 17,812 |
- 5,347 |
|
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | 46,583 | 28,771 |
December 31st 2014
2014 Annual Report Vianini Lavori SpA 35
Vianini Lavori SpA (the Parent Company) is a limited liability company, listed on the Italian Stock Exchange, operating in the large public works and infrastructure sector, with its registered office at Rome (Italy), Via Montello, 10, with duration until December 31st 2100. At the reporting date, the Shareholders with holdings above 2% of the share capital, as per the shareholder register, the communications received in accordance with Article 120 of Legislative Decree No. 58 of February 24, 1998 and other information available are:
Francesco Gaetano Caltagirone:
This investment is held:
Caltagirone SpA: 50.045% Finanziaria Italia 2005 SpA: 6.964% Capitolium SpA: 6.426% Pantheon 2000 SpA: 1.201%
FMR LLC: 5.0615%4
This investment is held:
Fidelity Puritan Trust: 3.425% Fidelity Group Trust For Employee: 0.038% Fidelity Low Price stock Fund: 1.598%
Sycomore Asset Management SA 2.322%5
At the date of the preparation of the present accounts, the ultimate holding company was FGC SpA, due to the shares held through subsidiary companies.
The present consolidated financial statements of the Vianini Lavori Group were approved by the Board of Directors on March 11th 2015 which authorised the publication of the principal results.
4 As per MOD.120 A received on 29/05/2014
5Resulting from the recording of the 2013 dividend paid in May 2014.
The consolidated financial statements at December 31st 2014 are prepared on the going concern basis of the Parent Company and the subsidiaries and in accordance with Articles 2 and 3 of Legislative Decree 38/2005 and International Financial Reporting Standards (IFRS), the interpretations of the International Financial Reporting Interpretations Committee (IFRIC) and the Standing Interpretations Committee (SIC), approved by the European Commission and in force at the balance sheet date, in addition to the preceding International Accounting Standards (IAS). For simplicity, all the standards and interpretations are hereafter stated simply as "IFRS". In the preparation of the present document, account was taken of Article 9 of Legislative Decree No.28 of February 28th 2005, of the provisions of the civil code, of CONSOB Resolution No. 15519 ("Regulations relating to financial statements to be issued in accordance with article 9, paragraph 3 of Legs. Decree No. of February 28th 2005") and No. 15520 ("Modifications and amendments to the implementation rules of Legs. Decree No. 58 of 1998") both of July 27th 2006 as well as CONSOB communication No. DEM/6064293 of July 28th 2006 ("Disclosure of issuers of shares and financial instruments in accordance with Article 116 of the CFA").
The consolidated financial statements consist of the Balance Sheet, the Income Statement, the Comprehensive Income Statement, the Cash Flow Statement, the Statement of changes in Shareholders' Equity and the relative Notes to the financial statements.
The basis of presentation of the Group financial statements is as follows:
The historic cost is the general criteria adopted, with the exception of the financial statement accounts measured at Fair value according to the individual IFRS, as described in the measurement criteria below.
The IFRS were applied in accordance with the "Framework for the preparation and presentation of financial statements" and no matters arose which required recourse to the exceptions permitted by IAS 1, paragraph 19.
It is recalled that CONSOB. resolution No. 15519 of July 27th 2006 requires that the above financial statements report, where the amounts are significant, additional sub-accounts to those already specifically required by IAS 1 and other international accounting standards in order to show the balances and transactions with related parties as well as the relative income statement accounts relating to non-recurring or unusual operations.
The assets and liabilities are shown separately and without any offsetting.
The Consolidated Financial Statements are presented in Euro and the amounts are shown in thousands, except where indicated otherwise.
The accounting principles and criteria applied in the present financial statements are in line with those adopted in the consolidated financial statements for the year ended December 31st 2013. For a better comprehension, some accounts for the year ended December 31st 2013 have been reclassified, without changes in the shareholders equity or in the income.
The 2014 financial statements of the Parent Company Vianini Lavori SpA are also prepared in accordance with IFRS as defined above.
a) From January 1st 2014 the Group adopted the following new accounting standards:
Amendments to IAS 32 - "Financial Instruments – Presentation - Offsetting of financial assets and liabilities": the standard clarifies that the assets and liabilities previously recognised to the financial statements may be offset only where an entity has a right not subject to the occurrence of future events and one which is exercisable both in the case of the continuation of the activities of the entity preparing the financial statements and of all other parties involved and in the case of default, insolvency or bankruptcy;
IFRS 10 – "Consolidated Financial Statements": the standard provides a single model for the consolidated financial statements which considers control as the basis for the consolidation of all types of entities; in particular IFRS 10 establishes that an investor controls an entity in which an investment has been made when exposed to variable income streams or when possessing rights to such income streams based on the relationship with the entity, and at the same time has the capacity to affect such income
steams through the exercise of its power. Therefore, an investor controls an entity subject to investment only if it simultaneously:
In summary, IFRS 10 clarifies the concept of control and its application in circumstances of de facto control, potential voting rights and complex investment structures;
Where the agreement may be considered as a joint operation, IFRS 11 requires the proquota recognition of costs, revenues, assets and liabilities deriving from the agreement (proportional consolidation); in the case of joint ventures, on the other hand, IFRS 11 eliminates the previous possibility under IAS 31 to proportionally consolidate such agreements; therefore they must be recognised in the consolidated financial statements according to the equity method provided for in IAS 28;
IFRS 12 "Disclosure of interests in other entities": the standard requires disclosure in the explanatory notes of the investments held in other companies, including associated companies, joint ventures, special purpose vehicles and other non-consolidated corporate vehicles.
IAS 27 Revised "Separate Financial Statements": with the approval of IFRS 10, the application of IAS 27 was revised and limited only to the separate financial statements;
IAS 28 Revised "Investments in associates and joint ventures": simultaneous to the approval of the new IFRS 10, IFRS 11, IFRS 12 and IAS 27, IAS 28 was revised to incorporate the amendments introduced by the above-mentioned standards.
Amendments to IAS 36 – "Additional disclosure on the recoverable amount of nonfinancial assets": the amendments to IAS 36 concern disclosure in the explanatory notes
exclusively in relation to those non-financial assets which have been impaired (or for which the impairment has been eliminated), where the recoverable amount was established according to the fair value net of selling costs.
Amendment to IAS 39 "Novation of derivatives and continuity of hedge accounting": the amendments to IAS 39 add an exception to the previously existing provisions concerning the cessation of hedge accounting in the situations in which a derivative designated as a hedging instrument is subject to novation by an original counterparty to a central counterparty, as a result of the existence or introduction of regulations, in such a manner that the hedge accounting may continue despite the novation.
b) Accounting Standards and interpretations on Standards effective from the periods subsequent to 2014 and not adopted in advance by the Group:
On May 20th 2013, the IASB issued IFRIC 21 – "Levies", an interpretation of IAS 37 – "Provisions, Contingent Liabilities and Contingent Assets". IFRIC 21 provides clarification on when an entity should recognise a liability for the payment of State taxes, with the exception of those already governed by other standards (e.g. IAS 12 – "Income taxes"). IAS 37 establishes the criteria for the recognition of a liability, one of which is the existence of a present obligation on the entity arising from a past event (known as an obligating event). The interpretation clarifies that the obligating event, which gives rise to a liability for the payment of the tax, is described in the applicable regulation from which the payment arises. IFRIC Levies must be applied at the latest from periods beginning on or before June 17th 2014.
On November 21, 2013, IASB issued the document "Defined Benefit Plans: Employee Contributions (Amendments to IAS 19 Employee Benefits)". The amendments made to IAS 19 permit (but do not render compulsory) the deduction from the current service cost of the period the contributions paid by the employees and by third parties, which are not related to the number of years of service, in place of the allocation of these contributions over the service period;
IFRS 3, clarifying that a potential payment classified as an asset or liability must be valued at fair value at each reporting date;
IFRS 8, principally requiring disclosure concerning the criteria and evaluation factors considered in determining the level of aggregation of the operating segments within the financial statements;
The provisions are effective from periods beginning on or subsequent to February 1st 2015.
The provisions are effective from periods beginning on or subsequent to January 1st 2015.
The Group did not opt for the advance adoption of the standards, interpretations and updates already approved, which are applicable after the date of the accounts.
The Group is evaluating the possible effects related to the application of these new standards/changes to accounting standards; based on a preliminary evaluation, significant effects are not expected on the consolidated financial statements.
c) New accounting standards and interpretations:
At the date of the approval of the present Consolidated Financial Statements, the IASB had issued (however not yet approved by the European Union) a number of accounting standards, interpretations and amendments - some still in the consultation phase among which we highlight:
On November 12th 2009, the IASB published IFRS 9 – "Financial Instruments"; the standard was re-issued in October 2010 and amended in November 2013. It introduces new criteria for the classification, recognition and measurement of financial assets and liabilities and for hedge accounting and replaces in terms of these issues IAS 39 – "Financial assets: recognition and measurement". Under the amendment introduced in November 2013, in addition to other changes, IASB eliminated the date of obligatory first adoption in the standard previously fixed at January 1st 2015. This date will be reintroduced with the publication of a full standard at the conclusion of the project on IFRS 9.
On January 30th 2014, the IASB published IFRIC 14 – "Regulatory Deferral Accounts". The standard establishes the option for first-time adopters operating in a regulated tariff sector to continue to recognise in the first and subsequent IFRS financial statements - with certain limited changes - the "regulatory assets and liabilities" under the previous local GAAP; in addition, the assets and liabilities from regulatory activities and their movements are presented separately in the balance sheet, in the income statement and in the comprehensive income statement and specific disclosure must be provided in the explanatory notes. The standard is effective from periods beginning on or subsequent to January 1st 2016.
On May 6th 2014, the IASB issued the "Accounting for Acquisitions of Interests in Joint Operations (Amendments to IFRS 11 Joint Arrangements)" document. The amendments to IFRS 11, applied from periods beginning or subsequent to January 1st 2016, clarify the method for recognition of holdings acquired in a joint operation.
On May 12th 2014, the IASB published a document "Clarification of Acceptable Methods of Depreciation and Amortisation (Amendments to IAS 16 and IAS 38)" in order to clarify that a depreciation and amortisation method based on the revenues generated by an asset (revenue-based method) is not considered appropriate as exclusively reflecting the revenue streams generated from the assets and not, in fact, the manner of consumption of the economic benefits of the asset. These clarifications are effective from periods beginning on or subsequent to January 1st 2016.
On May 28th 2014, the IASB published "IFRS 15 — Revenue from Contracts with Customers". The standard establishes the criteria for the recognition of revenues from the sale of products or the supply of services through the introduction of the so-called five-step model framework; in addition, specific information concerning the nature, the amount, the timing and the uncertainties relating to revenues and cash flows deriving from the underlying contracts with clients must be provided in the explanatory notes. The standard is effective from periods beginning on or subsequent to January 1st 2017.
On August 12, 2014, the IASB published the document Equity Method in Separate Financial Statements (Amendments to IAS 27)". The amendments will allow entities to use the equity method to measure investments in subsidiaries, joint ventures and associates in the separate financial statements.
On September 11, 2014, the IASB published the document "Sales or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to IFRS 10 and IAS 28)", in order to resolve a conflict between IAS 28 and IFRS 10. According to IAS 28, the profit or loss from the sale or conferment of a non-monetary asset to a joint venture or associate in exchange for a share of the capital of this latter is limited to the share held by external investors to the transaction. On the other hand, IFRS 10 provides for the recognition of the entire profit or loss in the case of loss of control, also if the entity continues to hold a non-controlling holding, including also upon the sale or conferment of a subsidiary to a joint venture or associate. The amendments introduced provide that for the disposal/conferment of an asset or a subsidiary to a joint venture or associated company, the measurement of the profit or the loss to be recognised to the financial statements of the disposing company/conferring company depends on whether the asset or the subsidiary disposed of/conferred is a business as defined by IFRS 3. In the case in which the assets or the subsidiary disposed of/conferred are considered a business, the entity must recognise the profit of the loss on the entire share previously held; while in the contrary case, the share of profit or loss concerning the stake still held by the entity must be eliminated.
On December 25, 2014, the IASB published the "Annual Improvements to IFRS: 2012-2014 Cycle". The amendments introduced concern the following standards: IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, IFRS 7 Financial Instruments: Disclosure, IAS 19 Employee Benefits, IAS 34 Interim Financial Reporting.
On December 18, 2014, the IASB published the document Investment Entities: Applying the Consolidation Exception (Amendments to IFRS 10, IFRS 12 and IAS 28). The amendment clarifies three issues concerning the consolidation of an investment entity.
On December 18, 2014, the IASB published a number of amendments to IAS 1 Presentation of Financial Statements, in order to clarify some disclosure related aspects. The initiative is part of the Disclosure Initiative project to improve the presentation and communication of financial information in financial reports and to resolve a number of issues highlighted by operators.
On June 30, 2014, the IASB published a number of amendments to IAS 16 and IAS 41 concerning Bearer Plants. According to these amendments, cultivation may be recorded at cost instead of at fair value. Otherwise, the amount continues to be recognised at fair value.
Any effects that the newly applied accounting standards, amendments and interpretations may have on the Group financial disclosure are currently being evaluated.
| Registered | 2014 | 2013 | |
|---|---|---|---|
| office | |||
| Vianini Lavori SpA | Rome | Parent | Parent |
| company | company | ||
| Viafin Srl | Rome | 100% | 100% |
| Vianini Ingegneria SpA | Rome | 100% | 100% |
| Buccimazza Ind.Work Corp. | Liberia | 100% | 100% |
| So.Fi.Cos Srl | Rome | 100% | 100% |
| Si.Me SpA | Rome | 100% | 100% |
| Lav 2004 Srl | Rome | 100% | 100% |
| Viapar Srl | Rome | 100% | 100% |
| Vianco SpA | Rome | 100% | 100% |
Subsidiaries are considered all companies for which the Group is exposed to variable income streams or when possessing rights to such income streams, based on the relationship with the entity, and at the same time has the capacity to affect such income steams through the exercise of its power. In the evaluation of control, consideration is also taken of the potential voting rights.
Subsidiaries are consolidated from the date in which control occurs until the moment in which this control terminates.
The financial statements used for the consolidation were prepared at December 31st and are normally those prepared and approved by the Board of Directors of the individual companies,
appropriately adjusted, where necessary, in accordance with the accounting principles of the Parent Company.
Inactive subsidiaries or those that generate an insignificant volume of turnover are not included in the consolidated financial statements as their impact would not be significant. The subsidiary companies excluded from the consolidation scope are valued at cost and reduced for impairments where the company has incurred losses which are not expected to be absorbed by profits earned in the future.
For the list of companies included in the consolidation scope, reference should be made to the table attached to the present report.
Associated companies are companies in which the Group has a significant influence, which is presumed to exist when the percentage held is between 20% and 50% of the voting rights. Companies under joint control (joint ventures) are subject to a contractual agreement, according to which decisions concerning significant activities require unanimous consent among the agreement participants.
The investments in associated companies and the companies subject to joint control are valued under the equity method and are initially recorded at cost.
The equity method is as described below:
the book value of these investments are in line with the net equity and includes the recording of the higher value attributed to the assets and liabilities and to any goodwill identified at the moment of the acquisition;
the Group gains and losses are recorded at the date in which the significant influence or the joint control begins and until the significant influence or the joint control terminates; in the case where, due to losses, the Company valued under this method indicates a negative net equity, the carrying value of the investment is written down and any excess pertaining to the Group, where this latter is committed to comply with legal or implicit obligations of the investee, or in any case to cover the losses, is recorded in a specific provision; the equity changes of the companies valued under the equity method not recorded through the income statement are recorded directly as an adjustment to equity reserves;
the significant gains and losses not realised generated on operations between the Parent Company and subsidiary companies and investments valued under the equity method are eliminated based on the share pertaining to the Group in the investee; the losses not realised are eliminated, except when they represent a reduction in value.
The list of associated companies and the condensed financial information required by IAS 12 is provided in the notes.
The subsidiary companies are consolidated using the line-by-line method. The criteria adopted for the line-by-line consolidation were as follows:
Business combinations are recognised according to the acquisition method. According to this method:
2014 Annual Report Vianini Lavori SpA 48
In the case of business combinations undertaken in a series of phases, the holding previously held in the acquired entity is revalued at fair value at the acquisition of control date and any profit or loss is recorded to the income statement.
If the initial values of a business combination are incomplete at the period-end in which the business combination took place, the Group reports in its consolidated financial statements the provisional values of the items for which the final calculations could not be made. These provisional values are adjusted in the measurement period to take account of the new information obtained on the facts and circumstances existing at the acquisition date which, if known, would have had effects on the value of assets and liabilities recognised at this date.
2014 Annual Report Vianini Lavori SpA 49
On passage to IFRS, the Group decided to restate only the business combinations taking place after January 1st 2004. For the acquisitions before this date, goodwill is the amount recorded in accordance with Italian GAAP.
An intangible asset is a non-monetary asset, clearly identifiable and without physical substance, controllable and capable of generating future economic benefits.
They are recognised at cost, including direct accessory costs necessary in order to render the asset available for use. On initial recording, the useful life of each intangible asset is determined. When, after an analysis of all significant factors, it is not possible to predict a period in which the cash flows will enter into the Group, the intangible asset is considered to have an indefinite useful life. The estimate of the useful lives is reviewed on an annual basis and any changes, where necessary, are made in accordance with future estimates.
Intangible assets with definite useful lives are recognised net of the relative accumulated amortisation and any impairment in accordance with the procedures described below. Amortisation begins when the asset is available for use and is recognised on a systematic basis in relation to the residual use and thus over the useful life of the asset. In the first year of use the amortisation takes into account the period of its use in the year.
At the moment of sale or when no expected future economic benefits exist from the use of an intangible asset, it is eliminated from the financial statements and any loss or gain (calculated as the difference between the sales value and the relative net book value) is recorded in the income statement in the year of the above mentioned elimination.
Property, plant and equipment is recorded at cost, including directly allocated accessory costs and those necessary for the asset being in the condition for which it was acquired, and increased, in the presence of current obligations, by the current value of the estimated cost for the disposal of the asset.
The financial charges directly attributable to the acquisition, construction or production of an asset are capitalised as part of the cost of the asset itself until the moment in which the asset is ready for expected use or sale.
The expenses incurred for the maintenance and repairs of an ordinary and/or cyclical nature are directly charged to the income statement in the year in which they are incurred. The capitalisation of the costs relating to the expansion, modernisation or improvement of owned tangible assets or of those held in leasing, is made only when they satisfy the requirements to be separately classified as an asset or part of an asset in accordance with the component approach.
Property, plant and equipment is recorded net of the relative accumulated depreciation and any loss in value determined in accordance with the procedures described below. Depreciation is calculated on a straight-line basis according to the estimated useful life of the asset; useful life is reviewed annually and any changes, where necessary, are made on the basis of the new estimate.
| Useful life Property, plant | |
|---|---|
| & equipment | |
| Buildings | 33 years |
| General plant | 10 years |
| Specific plant | 7 years |
| Excavators, operating machines, internal transport | 5 years |
| Light structures | 8 years |
| Metallic moulds | 4 years |
| Motor vehicles | 4 years |
| Equipment | 2.5 years |
| Office furniture and equipment | 8 years |
The estimated useful lives of property, plant and equipment are as follows:
Land, both constructible and relating to civil and industrial buildings, is not depreciated as it has an unlimited useful life.
When the asset to be depreciated is composed of separately identifiable elements whose useful life differs significantly from the other parts of the asset, the depreciation is made separately for each part of the asset, with the application of the component approach principle.
At the moment of the sale or when no expected future economic benefits exist from the use of a tangible asset, it is eliminated from the financial statements and any gain or loss
(calculated as the difference between the sales value and the book value) is recorded in the income statement in the year of the above mentioned elimination.
Property held for rental returns or capital appreciation is initially measured at fair value and is not depreciated. The changes in the fair value are recognised in the income statement. Fair value is measured based on the type of investment:
Periodically, property, plant and machinery and intangible assets with definite useful life are examined for the existence of events or changes which would indicate that the book value may not be recovered. If an indication of this type exists, the recoverable amount must be determined and, in the case in which the book value exceeds the recoverable amount, these assets are written down to reflect their recoverable amount.
The recoverable value of property, plant and machinery and intangible assets is the higher value between the present value, net of the disposal costs and their value in use. The value in use refers to the present value of estimated future cash flows of the asset or, for assets that do not independently generate sufficient cash flows, of the group of assets that comprise the cash generating unit to which the asset belongs.
In defining the value of use, the expected future cash flows are discounted using a pre-tax discount rate that reflects the current market assessment of the time value of money and the specific risks of the activity.
A reduction in value is recognised in the income statement when the carrying value of the asset, or of the relative cash-generating unit to which it is allocated, is higher than the recoverable amount: the losses in value of cash generating units are firstly recognised as a reduction of other assets, in proportion to their carrying value.
This allocation has as its minimum limit, the highest value between:
zero.
The impairments are recognised in the income statement under the account amortisation, depreciation and write down costs.
.When the reasons for a write-down no longer exist on tangible and intangible assets other than goodwill, the book value of the asset is restated through the income statement, up to the value at which the asset would be recognised if no write-down had taken place and amortisation had been recognised.
Associated companies are companies in which the Group exercises a significant influence but does not exercise control of the financial and operating policies, as defined by IAS 28 – Investments in associates and joint ventures. The consolidated financial statements include the quota attributable to the Group of the results of associated companies recorded under the equity method, from the date in which the significant influence commences until the date in which the significant influence ceases.
Where the share of losses pertaining to the Group in the associated company exceeds the carrying value of the investment, the value of the investment is written down and the share of further losses is not recorded, with the exception that the Group has the obligation to cover such losses.
Shares in companies other than subsidiaries, associates and joint ventures, for which reference should be made to the consolidation scope (generally less than 20%), are recorded in the account "Investments in other companies" and classified "equity investments" under financial assets available-for-sale, as per IAS 39. These instruments are initially recognised at cost, at the execution date of the operation, as representative of the fair value, including directly attributable transaction costs.
Subsequent to initial recognition, these investments are valued at fair value, if calculable, with recognition of the effects to the comprehensive income statement and therefore to a specific net equity reserve. On realisation or recognition of a loss in value from impairments, in the presence of objective evidence that the above-stated instruments have suffered a significant and prolonged loss in value, the cumulative gains and losses in this reserve are reclassified to the income statement.
Where on the updating of the relative fair values any write-downs are recovered, fully or in part, the relative effects will also be recognised to the comprehensive income statement, recharging the specific reserve previously established.
Where the fair value may not be reliably calculated, the investments classified as financial instruments available for sale are valued at cost, adjusted for impairments. Any recorded losses in value may not be restated;
The construction contracts in progress are valued according to the contractual payments matured with reasonable certainty in relation to the state of advancement of works, through the percentage of completion criteria, determined through the cost to cost method.
The valuations reflect the best estimate of works made at the reporting date. Periodically, the assumptions underlying the measurements are updated. Any derivative economic effects are measured in the year in which they are made.
Order revenues include:
in addition to the amounts paid under contract, the order modifications, the price reviews, the incentives, as far as considered probable and which may be reliably measured, in application of IAS 11 "construction contracts". In this regard, the relative valuations were carried out with reference to:
• specific regulation concerning public works and the international regulation;
• contractual clauses;
• the state of advancement of negotiations with the purchaser and the probability of a positive outcome from these negotiations;
• where necessary, as a result of the complexity of the specific facts, assessments of a technical-legal nature carried out also with the support of external consultants, in order to verify the assessments carried out.
all costs referring directly to the order, costs attributable to the order activity in general and which may be allocated to the same order, in addition to any other cost which may be specifically recharged to the granting party according to the contract. Costs also include:
pre-operative costs, i.e. costs incurred in the initial phase of the contract before the beginning of construction works (tender preparation costs, design costs, costs for the organisation and start-up of production, site installation costs), in addition to
post-operative costs, incurred after the conclusion of the order (site clearance, return of machinery/plant to company facilities, insurance etc.), and finally
costs for any services to be carried out after the completion of works, paid within the order contract, (for example periodic maintenance, assistance and supervision in the initial start-up periods of the individual works).
In addition, the order costs are included under financial charges, as permitted by the amendment to IAS 11 in relation to IAS 23, in relation to loans specifically concerning the works executed. During the tender process in fact, on the basis of specific rules, particular payment conditions had already been defined which required the Group to utilise structured finance operations for the capital invested in the order, whose charges impact the calculation of the relative consideration.
Where the completion of an order may give rise to a loss, such will be recognised in its entirety in the period in which such is reasonably expected.
Where the outcome of the construction contract may not be estimated reliably, the value of the works in progress is measured on the basis of the costs incurred, where these may reasonably be recovered, without recognition of the margin.
Where following the reporting date events emerged, favourable or unfavourable, concerning existing situations at that date, the amounts recognised to the financial statements are adjusted to reflect the consequent financial statement effects.
The contract order work in progress is stated, net of any write-downs and/or losses on completion, in addition to advances concerning the contract in course of execution.
In this latter regard, the amounts invoiced on the individual state of advancement of works (Accounts) were recognised as a reduction of the gross value of the order, where applicable, or any excess in the liability. On the other hand, the invoicing of advances concerns financial events and are not recognised for revenue recognition purposes. Therefore advances representing a mere financial fact are always recognised to liabilities as not received against the works executed. These advances however have reduced progressively, only on the basis of contractual agreements, against the amounts from time to time invoiced in relation to the specific order.
The above-stated analyses were carried out order by order: where a positive differential emerges (due to works in progress greater than the amount of advances), the differences are
classified to the account "Assets for works in progress"; where this difference is negative the difference is classified among liabilities to the account "Liabilities for work in progress".
The financial assets are classified, on initial recognition, in one of the following categories and measured as follows:
available-for-sale financial assets: the AFS assets are non-derivative financial instruments explicitly designated in this category and are classified under non-current assets unless management has the intention to sell them within 12 months from the balance sheet date. These financial assets are valued at fair value and the valuation gains or losses are allocated to net equity through the Comprehensive Income Statement. They are recognised in the income statement only when the financial asset is sold, or, in the case of negative cumulative changes, when it is considered that the reduction in value already recorded under equity can not be recovered and when a long-term loss in value is established.
The Group, taking account of the types of shares held, established that the quantitative limits utilised to identify the necessity for an impairment procedure are for a decrease in the fair value at the balance sheet date of above 50% compared to the original book value or a decrease in the fair value below the initial recording for 60 consecutive months.
Financial assets are eliminated from the balance sheet when the right to receive the cash flows from the instrument ceases and the Group has transferred all the risks and rewards relating to the instrument and the relative control. When the fair value cannot be determined reliably, the cost value is maintained, adjusted for any losses in value. These losses for reduction in value may not be restated;
loans and receivables: they are financial instruments, principally relating to loans and receivables, non-derivative, not listed on an active market, from which fixed or determinable payments are expected. They are classified as current assets (when the due date is within the normal commercial terms) except for amounts due beyond 12 months from the balance sheet date, which are classified as non-current assets. On initial recognition these assets are measured at fair value and subsequently at amortised cost, on the basis of the effective interest rate. When there is an indication of a reduction in value, the asset is reduced to the value of the discounted future cash flows obtainable. The losses in value are recorded in the income statement. When, in subsequent periods, the reasons for the write-down no longer
exist, the value of the assets is restated up to the value deriving from the application of the amortised cost where no write-down had been applied.
Financial assets are derecognised from the balance sheet when the right to receive the cash flows from the instrument ceases and the Group has transferred all the risks and rewards relating to the instrument and the relative control.
Financial liabilities relate to loans, trade payables and other commitments to be paid, and are initially valued at fair value, net of directly allocated accessory costs, and subsequently at amortised cost, using the effective interest rate. When there is a change in the expected cash flows and it is possible to estimate them reliably, the values of liabilities are recalculated to reflect this change based on the new current value of the expected cash flows and of the internal yield initially determined.
The financial liabilities are classified under current liabilities, except when the Group has an unconditional right to defer their payment for at least 12 months after the balance sheet date. Financial liabilities are eliminated from the balance sheet when they expire and the Group has transferred all the risks and rewards relating to the instrument.
In relation to the financial assets and liabilities recorded in the balance sheet at Fair Value, IFRS 13 requires that these values are classified based on a hierarchy of levels which reflects the degree of input utilised in the determination of the Fair Value. The following levels are used:
For information on the Fair Value hierarchy level, reference should be made to Note 31.
2014 Annual Report Vianini Lavori SpA 57
Cash and cash equivalents are accounted at fair value and include bank deposits and cash in hand, or rather those values that are available on demand at short notice, certain in nature and with no payment expenses.
The liabilities relating to the benefits recognised to employees and paid on or after the employment period and relating to defined benefit plans (Employee Leaving Indemnity), net of any assets serving the plan, are determined on the basis of actuarial assumptions estimating the amount of the future benefits that the employees have matured at the balance sheet date. The liability is recognised on an accruals basis over the maturity period of the right.
In relation to the Employee leaving indemnity, following the amendments to Law No.296 of December 27th 2006 and subsequent Decrees and Regulations ("Pension Reform") issued in the first months of 2007, it is noted that:
The determination of the current value of the Group commitments is made by an independent expert using the projected unit credit method. Under this method, a future projection is made of the liability to determine the probable amount to be paid on the termination of employment and then discounted, to take into account the period of time which will pass before the actual payment. The calculation takes into account the employee leaving indemnity matured and is based on actuarial assumptions which principally relate to the interest rate, which reflects the market return of primary securities with maturities similar to those for bonds and the turnover of employees.
For the quota of the employee leaving indemnity allocated to the integrated pension or rather the INPS fund from the date of the option exercised by the employee, the Group is not a debtor of the employee indemnity provision matured after December 31st 2006, and therefore the actuarial calculation of the employee leaving indemnity excludes the component relating to future salary changes.
The actuarial gains and losses, defined as the difference between the carrying value of the liabilities and the present value of the Group commitments at the end of the period, due to changes in the actuarial assumptions based on past experience, are directly recorded to other items of the Comprehensive Income Statement.
The financial component is however recorded in the Income Statement, in the account financial charges.
Provisions for risks and charges are recognised in respect of certain or probable losses or liabilities, the amount or due date of which could not be determined at year-end.
Provisions for risks and charges are recognised when, at the balance sheet date, a legal or implicit obligation exists that derives from a past event and a payment of resources is a probable requirement to satisfy the obligation, and the amount of this payment can be estimated. When the financial effect of the time is significant and the payment dates of the obligations can be reliably estimated, the provision shall be discounted; the increase of the provision due to the passing of time is recognised as a financial expense. If the liability relates to a tangible asset, the counterparty of the provision is recognised under the asset to which it refers; the recognising of the charge to the income statement is made through the process of depreciation of the tangible asset to which the charge refers to.
Revenues are recognised in accordance with the probability that the Group will receive economic benefits and the amount can be determined reliably. The revenues are recognised at the fair value of the amount received less VAT, returns, premiums and discounts.
In particular, the revenues from the sale of goods are recognised when the significant risks and benefits of the ownership of the assets are transferred to the purchaser.
Revenues for services are recognised when the services are provided, with reference to the amount of the service rendered in relation to the amount still to be rendered.
Financial income and charges are recognised in accordance with the accruals concept on the basis of the interest matured on the net value of the relative financial assets and liabilities utilising the effective interest rate, therefore utilising the rate which is financially equivalent to
all the cash inflows and outflows which comprise an operation. Therefore, in relation to capitalised financial charges, reference should be made to the measurement criteria of property, plant and machinery.
Dividends are recognised when the right of the shareholders to receive the payment is established, which normally corresponds to the shareholders' meeting resolution for their distribution.
The distribution of dividends to third parties is therefore recognised as a liability in the financial statements in the period in which the distribution is approved by the Shareholders' Meeting.
Current Income taxes for the period are determined on the basis of the taxable assessable income and in accordance with current fiscal law; in addition, the effects deriving from the implementation by the Parent Company and the Group companies of the national fiscal consolidation with the parent company Caltagirone SpA are applied. As a consequence, the Parent Company and the subsidiaries recorded the income tax balances relating to the parent companies in the accounts "Parent company receivables" and "Parent company payables" instead of in the accounts "Tax payables" and "Tax receivables".
Deferred tax assets and liabilities are calculated on temporary differences between the Consolidated balance sheet values and the corresponding values recognised for fiscal purposes, based on the tax rates and the tax regulations in force or substantially in force at the date of the preparation of financial statements.
The recognition of deferred tax assets is made when their recovery is probable - that is when it is expected that there will be future assessable fiscal income sufficient to recover the asset. The recovery of the deferred tax asset is reviewed at each balance sheet date.
Current and deferred income taxes are recorded in the income statement, except those relating to accounts directly credited or debited to equity through the comprehensive income statement, in which case the fiscal effect is recognised directly to equity. Current and deferred taxes are compensated when the income tax is applied by the same fiscal authority, there is a legal right of compensation and the payment of the net balance is expected.
2014 Annual Report Vianini Lavori SpA 60
Other taxes not related to income, such as taxes on property, are included under "Other operating expenses".
All transactions in currencies other than the functional currency of the individual Group companies are recognised at the exchange rate at the date of the transaction.
The assets and liabilities denominated in foreign currencies other than the operational currencies are subsequently adjusted to the exchange rate at the end of the reporting period. The positive or negative differences between the values translated at the period end exchange rate and the original exchange rate are recognised in the income statement.
The non-monetary assets and liabilities denominated in foreign currencies other than the Euro and recorded at historical cost are translated utilising the exchange rate at the initial date of the recording of the operation.
The non-monetary assets and liabilities recognised at fair value are translated using the exchange rate at the transaction date.
The financial statements of the subsidiaries, associated companies and joint ventures are prepared in the primary currency in which they operate (functional currency).
The financial statements of companies not included in the Eurozone are translated into Euro applying, for the balance sheet, the exchange rate at the reporting date, and, for the income statement, the average exchange rate in the period. The translation differences deriving from the adjustment of opening shareholders' equity to the exchange rates at the end of the period and the differences deriving from the different methods used for the translation of the result are recognised in equity in a separate reserve.
On the disposal of a foreign subsidiary, the accumulated translation differences recognised in the separate equity account will be recognised in the income statement.
In accordance with IFRS 1, the cumulative translation differences on the first-time adoption of IFRS are reclassified in the equity account "retained earnings" and, therefore, are not recognised in the income statement on the subsequent disposal of the investment.
Basic
2014 Annual Report Vianini Lavori SpA 61
The basic earnings/(loss) per share is calculated by dividing the result of the Group by the weighted average number of ordinary shares outstanding during the year, excluding any treasury shares.
The diluted earnings per share is calculated by dividing the result of the Group by the weighted average number of ordinary shares outstanding during the year, excluding any treasury shares. In order to calculate the diluted earnings per share, the average weighted number of shares outstanding is adjusted assuming the conversion of all shares with potential dilution effect. The diluted earnings per share is not calculated in the case of losses, as the dilution effect would result in an improvement in the earnings per share.
The activities of Vianini Lavori and its subsidiaries are subject to various financial risks: market risks (raw materials prices and the movements in listed share prices), credit risk, exchange rate risk, interest rate risk and liquidity risk. The management of the financial risks of the Group is undertaken through organisational directives which govern the management of these risks and the control of all operations which have importance in the composition of the financial and/or commercial assets and liabilities.
The Group does not have any derivative financial instruments, nor do specific financial risks exist in relation to price, credit or liquidity (other than that deriving from operating activities).
The Group has a minimal exposure to interest rate risk, which only affects the returns on liquidity held. Exchange rate risk is not considered a factor as operations and revenues exclusively relate to Italy, in addition to the principal costs.
The Group does not have particularly significant credit risks. The operating procedures permit a control of the risk connected to the receivable, limiting the sales of products and/or services to clients without an adequate level of credit lines or guarantees.
Therefore, the maximum credit risk exposure is represented by the book value in the accounts.
The Group is exposed in a non-significant manner to fluctuations in the prices of raw materials and services; this risk is, in fact, managed by the operating companies of the parent company, through recourse to a wide range of suppliers which permits the obtaining of the best market conditions and the agreement, where possible, of tender contracts with conditions containing risks related to the prices of raw materials.
In relation to the risk of changes in the fair value of the equity shareholdings held as available for sale, the Group monitors the changes of share prices and for this reason constantly records the movements in the listed shares in portfolio.
Existing regulations and laws are rigorously applied to workplace health and security and hence govern this area of risk.
The preparation of the consolidated financial statements require the Directors to apply accounting principles and methods that, in some circumstances, are based on difficulties and subjective valuations and estimates based on the historical experience and assumptions which are from time to time considered reasonable and realistic based on the relative circumstances. The application of these estimates and assumptions impact upon the amounts reported in the financial statements, such as the balance sheet, the income statement and the cash flow statement, and on the disclosures in the notes to the accounts. The final outcome of the accounts in the financial statements, which use the abovementioned estimates and assumptions, may differ from those reported in the subsequent financial statements due to the uncertainty which characterises the assumptions and conditions upon which the estimates are based.
The accounting principles and accounts in the financial statements which require greater subjectivity in the preparation of the estimates and for which a change in the underlying conditions of the assumptions used may have a significant impact on the consolidated financial statements of the Group are as follows:
Doubtful debt provision: the recoverability of receivables is valued taking account of the non-payment risk, of aging of receivables and of the losses recorded in the past on similar receivables.
Employee benefits: the Post-employment provisions are calculated based on actuarial assumptions; changes in these assumptions may have significant effects on this provision.
Non-current assets or disposal groups whose book value will be recovered principally through sale rather than continual usage are presented as held-for-sale separately from the other assets and liabilities in the balance sheet.
This circumstance is applicable only where the sale is highly probable and the non-current assets are available, in their current condition, for immediate sale.
The non-current assets or disposal groups classified as held-for-sale are initially recognised in accordance with the applicable IFRS to each asset and liability and subsequently as the lower between the book value and the relative fair value, less selling costs. Any subsequent impairments are recognised directly as an adjustment to the non-current assets or disposal group classified as held-for-sale and to the Income Statement. The corresponding balance sheet values of the previous year are not reclassified.
The accounting principles adopted are amended from one period to another only if the change is required by a standard and if this contributes to providing more reliable information
on the effects of the operations on the balance sheet, income statement and cash flows of the enterprise.
The changes to the accounting standards are recorded retrospectively with the recording of the effect to net equity for the more remote periods reported. The other comparative amounts indicated for each period are adjusted as if the new standard had always been applied. The prospective approach is made only when it is impractical to reconstruct the comparative information.
The application of a new or amended accounting standard is accounted for in accordance with the requirements of the standard. If the standard does not permit a transition period, the change is accounted in accordance with the retrospective method, or if impractical, with the prospective method.
In the case of significant errors, the same method that is used for changes in accounting standards illustrated previously is applied. In the case of non-significant errors, these are accounted for in the income statement in the period in which they are noted.
Changes in estimates are accounted in accordance with the prospective method in the Income Statement in the period in which the change occurs only if impacting upon this latter or in the period in which the change occurs, and subsequent periods if the change also impacts upon future periods.
The Stock Market capitalisation of Vianini Lavori is currently lower than the net equity of the Group (Stock Market capitalisation at December 31, 2014 of Euro 245.3 million compared to a Group net equity of Euro 659.6 million). The share price was affected by the generally weak and highly volatile financial market conditions, which significantly differ from an assessment based on the Group's underlying fundamentals expressed by the value in use. Although considering the complex economic environment, it should however be considered that the total value of cash and cash equivalents, of available-for-sale financial assets valued at fair value and the investments in associated companies approximate the Net Equity value.
| Historical cost | Patents | Total |
|---|---|---|
| 01.01.2013 | 280 | 280 |
| Increases | 10 | 10 |
| 31.12.2013 | 290 | 290 |
| 01.01.2014 | 290 | 290 |
| Increases | 10 | 10 |
| 31.12.2014 | 300 | 300 |
| Amortisation and loss in value | Patents | Total |
| 01.01.2013 | 257 | 257 |
| Increases | 12 | 12 |
| 31.12.2013 | 269 | 269 |
| 01.01.2014 | 269 | 269 |
| Increases | 14 | 14 |
| 31.12.2014 | 283 | 283 |
| Net value 01.01.2013 31.12.2013 31.12.2014 |
23 21 17 |
23 21 17 |
The useful life of these assets is 5 years. The amortisation criteria utilised, the useful life and the residual value are examined and reviewed at least once a year to take into account any significant variations.
| Historical cost | Land | Buildings | Plant and machinery |
Other assets |
Total |
|---|---|---|---|---|---|
| 01.01.2013 | 162 | 70 | 411 | 648 | 1,291 |
| Increases | 1 | 30 | 31 | ||
| Decreases | (1) | (22) | (23) | ||
| 31.12.2013 | 162 | 70 | 411 | 656 | 1,299 |
| 01.01.2014 | 162 | 70 | 411 | 656 | 1,299 |
| Increases | 3 | 62 | 65 | ||
| Decreases | (13) | (13) | |||
| 31.12.2014 | 162 | 70 | 414 | 705 | 1,351 |
| Depreciation and loss in value |
Buildings | Plant and machinery |
Other assets |
Total | |
| 01.01.2013 | |||||
| - | 379 | 586 | 965 | ||
| Increases | 8 | 25 | 33 | ||
| Decreases | (1) | (22) | (23) | ||
| 31.12.2013 | - | 386 | 589 | 975 | |
| 01.01.2014 | |||||
| - | 386 | 589 | 975 | ||
| Increases | 9 | 27 | 36 | ||
| Decreases | (13) | (13) | |||
| 31.12.2014 | - | 395 | 603 | 998 |
| Net value | |||||
|---|---|---|---|---|---|
| 01.01.2013 | 162 | 70 | 32 | 62 | 326 |
| 31.12.2013 | 162 | 70 | 25 | 67 | 324 |
| 31.12.2014 | 162 | 70 | 19 | 102 | 353 |
The movements in buildings, plant and machinery do not report any significant changes.
For information on the useful life of the assets, reference should be made to the accounting principles.
For the depreciation in the year, reference should be made to note 23. Depreciation is calculated considering the technical use, technological obsolescence and the estimated realisable value.
The buildings, plant and machinery do not have any restrictions on ownership.
Investment property amounts to Euro 3 million and consists of a building in the Torrespaccata area (Rome). The building is recorded at fair value, determined on the basis of an independent expert's valuation report, with reference to the real estate market. There are no secured guarantees on the building.
The account includes the investments in consortiums, consortium companies and in other companies valued at equity.
| Investments in other associated companies Investments in consortium associated companies |
01.01.2013 363,377 |
Changes (20,611) |
31.12.2013 342,766 |
|---|---|---|---|
| 52,830 | 621 | 53,451 | |
| Total | 416,207 | (19,990) | 396,217 |
| 01.01.2014 | Changes | 31.12.2014 | |
| Investments in other associated companies | 342,766 | (500) | 342,266 |
| Investments in consortium associated companies |
53,451 | (79) | 53,372 |
The breakdown is as follows:
| Investments in other associated companies |
01.01.2013 | Increases (Decreases) to Income Statement |
Other changes |
31.12.2013 | % held |
|---|---|---|---|---|---|
| Cementir Holding SpA | 265,560 | 10,204 | (30,761) | 245,003 | 25.48% |
| Eurostazioni Spa | 57,432 | 424 | (1,720) | 56,136 | 32.71% |
| Acqua Campania S.p.A. | 9,888 | 1,507 | (1,647) | 9,748 | 47.90% |
| Rofin 2008 S.r.l. | - | (31) | 31 | - | 30.00% |
| SAT SpA | 21,759 | 1,791 | - | 23,550 | 24.98% |
| Metro B Srl | 8,738 | (409) | - | 8,329 | 45.01% |
| Total | 363,377 | 13,486 | (34,097) | 342,766 | |
| 01.01.2014 | Increases (Decreases) to Income Statement |
Other changes |
31.12.2014 | % held | |
| Cementir Holding SpA | 245,003 | 18,250 | 2,692 | 265,945 | 25.48% |
| Eurostazioni Spa | 56,136 | 3,139 | (1,300) | 57,975 | 32.71% |
|---|---|---|---|---|---|
| Acqua Campania S.p.A. | 9,748 | 1,998 | (1,538) | 10,208 | 47.90% |
| Rofin 2008 S.r.l. | |||||
| - | - | 20 | 20 | 30.00% | |
| SAT SpA | 23,550 | 1,773 | (25,323) | - | - |
| Metro B Srl | 8,329 | (211) | - | 8,118 | 45.01% |
| Total | 342,766 | 24,949 | (25,449) | 342,266 |
The other changes principally include the effect of the translation of the foreign currency balances of the associated company Cementir Holding SpA, the application of International Accounting Standards and dividends distributed.
The fair value of the investment in Cementir Holding SpA on the basis of the Stock Exchange prices at December 31st 2014 was Euro 203.3 million.
The investment in Società Autostrada Tirrenica SpA was reclassified to assets held-for-sale following the signing of a sales agreement, because there are the requirements to do it. For further information, reference should be made to Note 14.
| Investments in consortium associated companies |
01.01.2013 | Increases | (Decreases) | Other changes |
31.12.2013 | % held |
|---|---|---|---|---|---|---|
| FE.LO.VI. S.c.n.c. in liq. | 8 | 8 | 32.50 | |||
| SELE Scarl in liquidaz. | 10 | 10 | 40.00 | |||
| SCAT 5 Scarl | 8 | 8 | 37.50 | |||
| ANGITOLA Scarl | 8 | 8 | 50.00 | |||
| SUD EST Scarl | 11 | 11 | 34.00 | |||
| NOVA METRO Scarl in Liq. | 12 | 12 | 36.14 | |||
| CONSORZIO CO.MA.VI | 289 | 289 | 28.00 | |||
| SUDMETRO Scarl | 11 | 11 | 23.16 | |||
| METROTEC Scarl | 23 | 23 | 46.43 | |||
| CONSORZIO VIDIS | 6 | 6 | 25.00 | |||
| CONS. SALINE JONICHE | 5 | 5 | 31.00 | |||
| METROSUD SCPA | 24 | 24 | 23.16 | |||
| TOR VERGATA SCARL | 589 | 642 | 1,231 | 31.98 | ||
| ADDUTTORE PONTE BARCA SCARL | 11 | (11) | - | 24.33 | ||
| METRO C SCPA | 51,751 | 51,751 | 34.50 | |||
| NPF –NUOVO POLO FIERISTICO SCARL | 10 | 10 | 25.00 | |||
| SAT LAVORI SCARL | 46 | (10) | 36 | 34.55 | ||
| CAPOSELE SCARL | 8 | 8 | 41.05 | |||
| Total | 52,830 | 642 | (21) | - | 53,451 |
| 01.01.2014 | Increases | (Decreases) | Other changes |
31.12.2014 | % held | |
|---|---|---|---|---|---|---|
| FE.LO.VI. S.c.n.c. in liq. | 8 | 8 | 32.50 | |||
| SELE Scarl in liquidaz. | 10 | 10 | 40.00 | |||
| SCAT 5 Scarl | 8 | 8 | 37.50 | |||
| ANGITOLA Scarl | 8 | 8 | 50.00 | |||
| SUD EST Scarl | 11 | 11 | 34.00 | |||
| NOVA METRO Scarl in Liq. | 12 | 12 | 36.14 | |||
| CONSORZIO CO.MA.VI | 289 | 289 | 28.00 | |||
| SUDMETRO Scarl | 11 | 11 | 23.16 | |||
| METROTEC Scarl | 23 | 23 | 46.43 | |||
| CONSORZIO VIDIS | 6 | 6 | 25.00 | |||
| CONS. SALINE JONICHE | 5 | 5 | 31.00 | |||
| METROSUD SCPA in liquidazione | 24 | 24 | 23.16 | |||
| TOR VERGATA SCARL | 1,231 | 77 | 1,308 | 32.75 | ||
| ADDUTTORE PONTE BARCA SCARL | - | - | 24.33 | |||
| METRO C SCPA | 51,751 | (166) | 51,585 | 34.50 | ||
| NPF –NUOVO POLO FIERISTICO SCARL SAT LAVORI SCARL |
10 36 |
10 36 |
25.00 34.65 |
|||
|---|---|---|---|---|---|---|
| CAPOSELE SCARL | 8 | 8 | 41.05 | |||
| RIVIERA SCARL | - | 2 | 8 | 10 | 20.70 | |
| Total | 53,451 | 79 | - | (158) | 53,372 |
The increase is due to the acquisition of a further share of Tor Vergata Scarl, equal to 0.77% and of Riviera Scarl, whose investment increased from 16.86% to 20.70% and was therefore reclassified from investments in other companies to investments to associated companies.
The value of the investment in Metro C ScpA was adjusted to its equity value.
The following table summarises the financial highlights of the main associated companies; the table includes also a reconciliation between the summary financial disclosure and the book values of the investments.
| Cementir Group | ||
|---|---|---|
| 2014 | 2013 | |
| Revenues 973,053 |
1,016,812 | |
| Result for the year 78,725 |
48,162 | |
| Non-current assets 1,426,634 |
1,391,473 | |
| Current assets 446,775 |
456,554 | |
| Non-current liabilities 384,729 |
415,678 | |
| Current liabilities 365,380 |
402,940 | |
| Net assets 1,123,300 |
1,029,409 | |
| Other comprehensive income statement items 34,707 |
(126,411) | |
| Total comprehensive profit/(loss) for the year 113,432 |
(78,249) | |
| % held 24.98% |
24.98% | |
| Group share of net equity* 265,775 |
243,188 | |
| Adjustments | -13 1,632 |
|
| Consolidation difference 183 |
183 | |
| Valuation of investments at equity 265,945 |
245,003 | |
| Dividends received from the associated company 3,244 |
1,622 |
* For the investment in Cementir Holding SpA the Group Net Equity was considered
| Eurostazioni SpA | ||
|---|---|---|
| 2014 | 2013 | |
| Revenues | - | - |
| Result for the year | (158) | (18) |
| Non-current assets | 151,882 | 151,881 |
| Current assets | 5,999 | 6,074 |
| Non-current liabilities | - | - |
| Current liabilities | 96 | 195 |
| Net assets | 157,785 | 157,760 |
| Other comprehensive income statement items | - | - |
| Total comprehensive profit/(loss) for the year | (158) | (18) |
| Reconciliation value of the investment | ||
| % held | 32.71% | 32.71% |
| Group share of net equity* | 71,686 | 69,846 |
| Adjustments | (49,678) | (49,678) |
| Consolidation difference | 35,967 | 35,967 |
Valuation of investments at equity 57,975 56,136 Dividends received from the associated company 1,011 1,947
*In calculating the value of the investment, the value of the investment in Grandi Stazioni SpA was also considered, of which Eurostazioni holds 40%.
| Acqua Campania SpA | ||
|---|---|---|
| 2014 | 2013 | |
| Revenues | 61,562 | 61,804 |
| Result for the year | 4,170 | 3,147 |
| Non-current assets | 7,488 | 9,589 |
| Current assets | 307,041 | 294,709 |
| Non-current liabilities | 10,997 | 9,881 |
| Current liabilities | 293,372 | 285,218 |
| Net assets | 10,160 | 9,199 |
| Other comprehensive income statement items | (30) | (23) |
| Total comprehensive profit/(loss) for the year | 4,140 | 3,124 |
| Reconciliation value of the investment | ||
| % held | 47.9% | 47.9% |
| Group share of net equity* | 4,866 | 4,406 |
| Adjustments | - | - |
| Consolidation difference | 5,342 | 5,342 |
| Valuation of investments at equity | 10,208 | 9,748 |
| Dividends received from the associated company | 1,541 | 1,636 |
| Metro B Srl | ||
|---|---|---|
| 2014 | 2013 | |
| Revenues | - | 1,966 |
| Result for the year | (467) | (909) |
| Non-current assets | 15,011 | 15,018 |
| Current assets | 3,136 | 4,854 |
| Non-current liabilities | 4 | 6 |
| Current liabilities | 106 | 1,362 |
| Net assets | 18,037 | 18,504 |
| Other comprehensive income statement items | - | - |
| Total comprehensive profit/(loss) for the year | (467) | (909) |
| Reconciliation value of the investment | ||
| % held | 45.01% | 45.01% |
| Group share of net equity* | 8,118 | 8,329 |
| Adjustments | - | - |
| Consolidation difference | - | - |
| Valuation of investments at equity | 8,118 | 8,329 |
| Dividends received from the associated company | - | - |
| 2014 | 2013 |
|---|---|
| Revenues 162,633 196,945 |
|
| Result for the year - |
- |
| Non-current assets 102,673 108,737 |
|
| Current assets 290,701 481,057 |
|
| Non-current liabilities 2,350 |
2,242 |
| Current liabilities 241,503 438,034 |
|
| Net assets 149,521 149,518 |
|
| Other comprehensive income statement items - |
- |
| Total comprehensive profit/(loss) for the year - |
- |
| Reconciliation value of the investment | |
| % held 34.5% |
34.5% |
| Group share of net equity 51,585 |
51,584 |
| Adjustments - |
167 |
Consolidation difference - - Valuation of investments at equity 51,585 51,751 Dividends received from the associated company - -
| 51,585 | 51, |
|---|---|
The group also holds various investments in associates which, individually, are insignificant.
| VALUATION OF INVESTMENTS AT EQUITY | 2014 | 2013 |
|---|---|---|
| Associated companies | 342,247 | 342,766 |
| Consortium associated companies | 51,585 | 51,751 |
| Companies and consortiums valued at less than Euro 5 million | 1,806 | 1,700 |
| TOTAL VALUATION OF INVESTMENTS AT EQUITY | 395,638 | 396,217 |
The above table highlights overall the result for the year and the other comprehensive income statements components for the associated companies with a non significant single book value:
| 2014 | 2013 | |||
|---|---|---|---|---|
| Company | Consortiums Company | Consortiums | ||
| Result for the year | (2) | - | (102) | - |
| Other comprehensive income statement items | - | - | - | - |
| Total comprehensive profit/(loss) loss for the year | (2) | - | (102) | - |
The account includes the investments in consortiums and consortium companies and in other companies valued at cost and AFS investments and securities.
| 01.01.2013 | Changes | 31.12.2013 | |
|---|---|---|---|
| Investments in subsidiaries valued at cost | 158 | 158 | |
| Investments in other companies valued at cost | 32,390 | (4,388) | 28,002 |
| AFS Investments and securities | 106,891 | 62,256 | 169,147 |
| Total | 139,439 | 57,868 | 197,307 |
| 01.01.2014 | Changes | 31.12.2014 | |
| Investments in subsidiaries valued at cost | 158 | 14 | 172 |
| Investments in other companies valued at cost | 28,002 | (8) | 27,994 |
| AFS Investments and securities | 169,147 | 10,418 | 179,565 |
| Investments in subsidiaries valued at cost |
01.01.2013 | Increases (Decreases) |
Revaluations/(Write downs) |
31.12.2013 | % held |
|---|---|---|---|---|---|
| Dir.Na. Scarl in liquidazione | 37 | 37 91.83 | |||
| Consorzio del Sinni Scarl | 8 | 8 | 40.96 | ||
| Sedec Sae | - | - | 100.00 | ||
| San Benedetto Scarl | 6 | 6 | 54.00 | ||
| Consorzio Vianini Porto Torre | 107 | 107 75.00 | |||
| Total | 158 | - | - 158 |
||
| 01.01.2014 | Increases (Decreases) |
Revaluations/(Write downs) |
31.12.2014 | % held | |
| Dir.Na. Scarl in liquidazione | 37 | 37 | 91.83 | ||
| Consorzio del Sinni Scarl | 8 | 8 | 40.96 |
| Sedec Sae | - | - 100.00 |
|||
|---|---|---|---|---|---|
| San Benedetto Scarl | 6 | 6 54.00 |
|||
| Consorzio Vianini Porto Torre | 107 | 107 | 75.00 | ||
| Metrofc Scarl | - | 14 | 14 | 70.00 | |
| Total | 158 | 14 | - 172 |
The investments in non-consolidated subsidiaries valued at cost relate to consortium companies based on a system of "cost recharging"; these companies are excluded from full consolidation as not significant.
| Investments in other | 01.01.2013 | Increases | Revaluations/(Write | Other | 31.12.2013 | % held |
|---|---|---|---|---|---|---|
| companies valued at cost | (Decreases) | downs) | changes | |||
| CONSORZIO IRICAV UNO | 72 | 12 | 84 | 16.28 | ||
| IGEI S.P.A. In Liquidazione | 744 | 744 | 9.60 | |||
| IRINA S.P.A. | 86 | 86 | 14.10 | |||
| CORINA S.r.l. | - | - | 14.10 | |||
| CONSORZIO | ||||||
| DUEMILACINQUANTA | 59 | 59 | 18.00 | |||
| ACQUE BLU ARNO BASSO | ||||||
| SPA | 1,903 | 1,903 | 10.00 | |||
| METROPOLITANA DI NAPOLI | ||||||
| SPA | 958 | 958 | 18.12 | |||
| RIVIERA SCARL | 8 | 8 | 16.86 | |||
| PARTED 1982 S.P.A. | 28,430 | (4,400) | 24,030 | 10.10 | ||
| OTHER MINOR | ||||||
| CONSORTIUMS | 130 | 130 | ||||
| Total | 32,390 | - | (4,388) | 28,002 | ||
| 01.01.2014 | Increases | Revaluations/(Write | Other | 31.12.2014 | % held | |
| (Decreases) | downs) | changes | ||||
| CONSORZIO IRICAV UNO | 84 | 84 | 16.28 | |||
| IGEI S.P.A. In Liquidazione | 744 | 744 | 9.60 | |||
| IRINA S.P.A. | 86 | 86 | 14.10 | |||
| CORINA S.r.l. | - | - | 14.10 | |||
| CONSORZIO | ||||||
| DUEMILACINQUANTA | 59 | 59 | 18.00 | |||
| ACQUE BLU ARNO BASSO | ||||||
| SPA | 1,903 | 1,903 | 10.00 | |||
| METROPOLITANA DI NAPOLI | ||||||
| SPA | 958 | 958 | 18.12 | |||
| RIVIERA SCARL | 8 | (8) | - | - | ||
| PARTED 1982 S.P.A. | 24,030 | 24,030 | 10.10 | |||
| OTHER MINOR | ||||||
| CONSORTIUMS Total |
130 28,002 |
- | - | (8) | 130 27,994 |
These investments are valued at cost, adjusted for loss in value, as considered to approximate fair value.
For the change concerning the company Riviera Scarl, reference should be made to note 4. No write-downs were recognised following a comparison between the cost of the investment in Parted 1982 Spa and the pro quota share of net equity, which takes into account the effects from the impairment test on goodwill and on the newspaper titles of the companies belonging to the Caltagirone Editore Group, in which Parted 1982 SpA has a shareholding of 35.56%, as the impairment test did not highlight any loss in value.
In relation to the information requested by Consob concerning the waiver of the shareholder loan to Parted 1982 SpA, it is reported that, following reception of the afore-mentioned information, Consob, through letter dated January 17, 2014, challenged the Parent Company Vianini Lavori SpA on breaches of Article 114 of Legislative Decree No. 58/98 and Article 5, paragraphs 1 and 3 of Consob Resolution No. 17221/2010. All necessary steps were undertaken in order to ensure the best protection of the company.
The Company Acque Blu Arno Basso SpA has a holding in the integrated water service operating company ATO2 of Pisa.
The Company Metropolitana di Napoli SpA holds the Naples Municipality concession rights for the design and construction of Naples Metro Line No. 1.
| Investments in other companies AFS |
01.01.2013 | Increases | Decreases | Share capital increase |
Fair value change |
31.12.2013 |
|---|---|---|---|---|---|---|
| ACEA S.p.A. | 76,953 | (14,223) | 66,087 | 128,817 | ||
| Generali S.p.A. | 15,114 | 3,696 | 18,810 | |||
| Unicredit SpA | 14,824 | 6,696 | 21,520 | |||
| Total | 106,891 | - | (14,223) | - | 76,479 | 169,147 |
| 01.01.2014 | Increases | Decreases | Share capital increase |
Fair value change |
31.12.2014 | |
| ACEA S.p.A. | 128,817 | 10,352 | 139,169 | |||
| Generali S.p.A. | 18,810 | (110) | 18,700 | |||
| Unicredit SpA | 21,520 | 398 | (222) | 21,696 | ||
| Total | 169,147 | 398 | - | - | 10,020 | 179,565 |
| Number of shares Investments in other companies |
01.01.2013 | Increases | Decreases | Reclassifications | 31.12.2013 | |
| AFS | ||||||
| ACEA S.p.A. | 16,897,858 | (1,330,858) | 15,567,000 | |||
| Generali S.p.A. | 1,100,000 | 1,100,000 | ||||
| Unicredit SpA | 4,000,000 | 4,000,000 | ||||
| 01.01.2014 | Increases | Decreases | Reclassifications | 31.12.2014 | ||
| ACEA S.p.A. | 15,567,000 | 15,567,000 | ||||
| Generali S.p.A. | 1,100,000 | 1,100,000 |
In the year, Unicredit SpA distributed a dividend through the allocation of 66,666 newlyissued shares, for a value of Euro 398 thousand.
Unicredit SpA 4,000,000 66,666 4,066,666
2014 Annual Report Vianini Lavori SpA 73
The stock market valuation at December 31st 2014 of the investments in other companies resulted in an increase of Euro 10 million, excluding the tax effect and was recognised, inclusive of the relative tax effect, to the comprehensive income statement.
| Fair Value reserve | 01.01.2013 | Increases | Decreases | 31.12.2013 |
|---|---|---|---|---|
| Fair Value reserve | (68,203) | 76,479 | 8,276 | |
| Tax effect | 1,613 | (1,848) | (235) | |
| Fair value reserve, net of tax effect | (66,590) | 76,479 | (1,848) | 8,041 |
| 01.01.2014 | Increases | Decreases | 31.12.2014 | |
| Fair Value reserve | 8,276 | 10,020 | 18,296 | |
| Tax effect | (235) | (111) | (346) |
In relation to the disclosure required by IFRS 13, concerning the so-called "hierarchy of fair value", the shares available for sale belong to level one, as defined by paragraph 27A (IFRS 7) concerning financial instruments listed on an active market.
The account, amounting to Euro 29 thousand, principally relates to receivables for deposits due within five years.
The other non-current assets amounting to Euro 14.2 million (Euro 12 million at December 31st 2013) consist of withholding guarantees from Buyers in accordance with contractual clauses on the work in course.
The increase in the year is related to work carried out on the construction of Line C of the Rome Metro and Line 1 of the Naples Metro.
The non-current assets were discounted based on the effective interest rate. The effect of this discounting amounted to Euro 67 thousand and was recognised to the Income Statement as a financial charge.
| in thousands of Euro | 01.01.2013 | Provisions | Utilisations | Other changes |
31.12.2013 |
|---|---|---|---|---|---|
| Deferred tax assets | |||||
| Fair value equity investments | 2,305 | (2,305) | - | ||
| Provision for risks and charges | 3,308 | (16) | 3,292 | ||
| Intangible assets | 55 | (26) | 29 | ||
| Others | 2,045 | 2,659 | (69) | 4,635 | |
| Total | 7,713 | 2,659 | (111) | (2,305) | 7,956 |
| Deferred tax liabilities | |||||
|---|---|---|---|---|---|
| Fair value equity investments | 694 | (456) | 238 | ||
| Tax Provisions | 270 | 270 | |||
| Others | 424 | 53 | (51) | (7) | 419 |
| Total | 1,388 | 53 | (51) | (463) | 927 |
| in thousands of Euro | 01.01.2014 | Provisions | Utilisations | Other changes |
31.12.2014 |
| Deferred tax assets | |||||
| Provision for risks and charges | 3,292 | 31 | 3,323 | ||
| Intangible assets | 29 | (11) | 18 | ||
| Others | 4,635 | 3,690 | (18) | 5 | 8,312 |
| Total | 7,956 | 3,721 | (29) | 5 | 11,653 |
| Deferred tax liabilities | |||||
| Fair value equity investments | 238 | 110 | 348 | ||
| Tax Provisions | 270 | 3 | 273 | ||
| Others | 419 | 5 | (54) | (2) | 368 |
| Total | 927 | 8 | (54) | 108 | 989 |
Deferred tax assets are calculated on the temporary differences between the assessable taxable income and the result from the financial statements. These differences concern principally income taxes calculated following the "Ace" tax benefit (Economic Growth Aid), relating to the capitalisation of companies through conferment in cash and reinvested profits and allocations to the risks and charges provisions.
Deferred tax liabilities mainly refer to the tax effects calculated on the difference between statutory and fiscal depreciation and on the revaluation of the available-for-sale investments. The other changes in the deferred tax assets and liabilities include the tax effects on the fair value of the investments and the actuarial losses recorded directly to the Income Statement. The Balance Sheet includes current tax assets (Euro 266 thousand), principally concerning IRES and IRAP receivables.
The income taxes for the year consist of:
| 2014 | 2013 | |
|---|---|---|
| IRES | 1,110 | 181 |
| Regional tax | 397 | 574 |
| Income taxes of prior years | 72 | (376) |
| Current income taxes | 1,579 | 379 |
| Deferred tax charges | (46) | 2 |
| Deferred tax income | (3,692) | (2,548) |
| Total income taxes | (2,159) | (2,167) |
| Current and deferred IRES tax | (2,552) | (2,746) |
| Current and deferred IRAP tax | 393 | 579 |
| Total income taxes | (2,159) | (2,167) |
The reconciliation of the theoretical and actual tax rate is as follows:
2014 2013
2014 Annual Report Vianini Lavori SpA 75
| Amount | Rate | Amount | Rate | |
|---|---|---|---|---|
| Profit before taxes | ||||
| 33,289 | 15,677 | |||
| Theoretical tax charge | 9,154 | 27.5% | 4,311 | 27.5% |
| Dividends | (943) | -2.8% | (1,533) | -9.8% |
| Company results valued at Equity | (6,861) | -20.6% | (3,709) | -23.7% |
| Gains/losses on asset disposals | - | 0.0% | 128 | 0.8% |
| Permanent differences arising in the year | (34) | -0.1% | 24 | 0.2% |
| Revaluations (Write-downs) | - | 0.0% | 1,200 | 7.7% |
| Assessment prior year income taxes | 72 | 0.2% | (376) | -2.4% |
| ACE | (3,945) | -11.9% | (2,788) | -17.8% |
| Result of foreign companies | 5 | 0.0% | (3) | 0.0% |
| Current and deferred IRES tax | (2,552) | -7.7% | (2,746) | -17.5% |
| Current and deferred IRAP tax | 393 | 1.2% | 579 | 3.7% |
| Total deferred and current taxes | (2,159) | -6.5% | (2,167) | -13.8% |
In relation to a notification pursuant to Article 37 bis of Presidential Decree 600/1973 following an inspection by the Finance Department of the subsidiary Viafin Srl concerning tax year 2006, on December 5th 2014 a payment request of Euro 1.6 million was notified, following the unfavourable judgement of the Provincial Tax Commission, by the Tax Office and also to Vianini Lavori SpA in its position as consolidating company of Viafin Srl.. Following this judgment, both Vianini Lavori SpA and Viafin Srl presented on February 11, 2015 an appeal at the Regional Tax Commission. It is expected that this appeal will result in a favourable outcome and the Directors, supported by their tax advisers, consider the risk of any financial liability remote and, consequently, have not accrued any provision in the accounts. The Rome Provincial Tax Commission has not yet set a date for the appeal hearing.
The account, totalling Euro 31.4 million, concerns the gross amount due from clients for contracts in progress for which costs incurred plus recognised profits (less recognised losses) exceeds progress billings.
At December 31st 2014, the contract work-in-progress principally related to the projects at the Motorway Pass, the Naples and Rome Metros, the Livorno-Civitavecchia Motorway and the Pavoncelli bis Tunnel.
The increase in the year is substantially related to increased production not covered by the state of advancement of works on Line C of the Rome Metro.
In relation to the contracts in course, the costs incurred to date amount to approx. Euro 2,330 million and the relative profits Euro 347 million.
The breakdown is as follows:
| 31.12.2014 | 31.12.2013 | |
|---|---|---|
| Trade receivables | 16,009 | 17,988 |
| Doubtful debt provision | (500) | (535) |
| Total Net Value | 15,509 | 17,453 |
| Receivables from related companies | 8,260 | 2,041 |
| Receivables from consortium subsidiaries | 2,725 | 2,984 |
| Receivables from consortium ass. |
9,747 | 19,966 |
| companies | ||
| Receivables from associated companies | 221 | 311 |
| Receivables from Group consortiums | 3,256 | 9,352 |
| Receivables from Group companies | 203 | 196 |
| Receivables from holding companies | 21 | 9 |
| Total receivables from related parties | 24,433 | 34,859 |
| Advances to suppliers | 106 | 107 |
| Total trade receivables | 40,048 | 52,419 |
"Trade receivables" principally relate to amounts due from general contractors for the advancement stage of work issued and invoiced of Euro 7 million and to be invoiced of Euro 7.5 million and withholding guarantees from Buyers under contractual clauses for Euro 349 thousand. The higher amounts concern Ente Irrigazione di Puglia e Lucania (Euro 8 million) and the Tor Vergata University (Euro 4.8 million).
The receivables are shown net of a doubtful debt provision on interest charged of Euro 197 thousand and a doubtful debt provision of Euro 303 thousand.
The receivables from related parties are principally from Fabrica Immobiliare Sgr (Euro 8 million) for residential construction work.
Receivables from consortium subsidiaries principally relate to the company San Benedetto Scarl for Euro 2.7 million.
Receivables from associated companies principally relate to transactions with consortium companies and those of greatest significance concern Metro C Scpa (Euro 5 million) and Sat Lavori Scarl (Euro 2.1 million).
The receivables from Group consortium companies are of a commercial nature, principally from the Tradeciv Consortium (Euro 1.6 million).
Trade receivables do not have significant concentration of credit risk, and in particular the overdue receivables from clients are as follows:
| 31.12.2014 | 31.12.2013 | |
|---|---|---|
| Not yet due | 8,517 | 10,683 |
| 1-30 days | 17 | 39 |
| 30-60 days | 2,201 | - |
| 60-90 days | 2 | 609 |
| Over 90 days | 5,272 | 6,657 |
| Overdue | 7,492 | 7,305 |
| Total Gross Value | 16,009 | 17,988 |
| Doubtful debt provision | (500) | (535) |
| Trade receivables | 15,509 | 17,453 |
The breakdown is as follows:
| 31.12.2014 | 31.12.2013 | |
|---|---|---|
| Financial assets from holding companies | 1 | 1 |
| Financial assets from other Group companies | 104 | 104 |
| Financial assets from consortium companies | 2,932 | 3,550 |
| Financial assets from related parties | 6 | 6 |
| Total current financial assets from related parties |
3,043 | 3,661 |
| Accrued interest | 33 | 72 |
| Total current financial assets | 3,076 | 3,733 |
The account comprises receivables from consortium companies, in particular from Caposele Scarl (Euro 1.9 million).
The loans issued are non-interest bearing and repayable on request of the lender.
The breakdown is as follows:
| 31.12.2014 | 31.12.2013 | |
|---|---|---|
| Receivables from other Group companies | 370 | 355 |
| Receivables from holding companies | 933 | 837 |
| Total other current assets from related | 1,303 | 1,192 |
| parties | ||
| VAT | 4 | 13 |
| Other receivables | 2,405 | 7,542 |
| Prepayments | 2 | 139 |
| Total other current assets | 3,714 | 8,886 |
The receivables from Other group companies principally relate to the company Torreblanca del Sol, a company under common control.
Receivables from holding companies relate to the VAT consolidation with Caltagirone SpA (Euro 933 thousand).
The reduction in other receivables is due to the payment in January 2014 of advances on dividends from the Acea SpA shares in portfolio, approved in December 2013.
The breakdown is as follows:
31.12.2014 31.12.2013
2014 Annual Report Vianini Lavori SpA 78
| Bank and post office deposits | 45,185 | 28,347 |
|---|---|---|
| Bank and postal deposits with related parties | 1,394 | 421 |
| Cash in hand and similar | 4 | 3 |
| Total cash and cash equivalents | 46,583 | 28,771 |
The increased cash and cash equivalents is due to the generation of operating cash flows and dividends received on listed shares, net of the dividends distributed by Vianini Lavori Spa, including amounts received as the agent company.
The average interest rate on the bank deposits in Euro was 1.9%.
The account concerns the investments in Società Autostrada Tirrenica SpA for Euro 25.3 million, previously classified to investments value at Equity (note 4). An agreement was signed with Autostrade per l'Italia S.p.A. for the sale of the investment, for consideration of Euro 27.5 million. The conclusion of the operation, expected by first half of 2015, is subject to, among other conditions, the receipt of authorisation from the Granting party.
For the movements in the Consolidated Shareholders' Equity, reference should be made to the Financial Statements.
The movements in the Shareholder Equity of the Parent Company accounts derive from the recording of the income and charges recorded directly to equity following the application of the international accounting standards and the implementation of the shareholder resolutions of April 23rd 2014.
The share capital at December 31st 2014 is that of the Parent Company Vianini Lavori SpA., fully subscribed and paid-in, consisting of 43,797,507 shares of Euro 1 each.
The breakdown of other reserves consists of:
| Legal Reserve 8,760 Extraordinary reserve 286,691 Share Premium Reserve 39,545 Revaluation reserve 547 Gains on treasury shares net of fiscal effect 6,892 Fair Value net of tax effect 17,950 IAS 19 Reserve (40) FTA Reserve 1,197 Retained earnings 218,777 |
31.12.2014 | 31.12.2013 | |
|---|---|---|---|
| 8,760 | |||
| 286,691 | |||
| 39,545 | |||
| 547 | |||
| 6,892 | |||
| 8,041 | |||
| (13) | |||
| 1,197 | |||
| 200,703 | |||
| Total | 580,319 | 552,363 |
The retained earnings include the merger surplus (Euro 49.89 million) which derives from the incorporation of Esperia SpA in 2007.
The fair value reserve, positive for Euro 18 million, includes the net changes in the year of Euro 9.9 million, concerning the market value adjustments of investments in other company's held-for-sale (see Note 5).
In addition, information is provided of the dividends approved and paid in the years 2014 and 2013:
| 2014 (Euro per |
2013 | 31.12.2014 (Euro |
31.12.2013 (Euro |
|
|---|---|---|---|---|
| share) | (Euro per share) | thousands) | thousands) | |
| Dividend approved | 0.10 | 0.10 | 4,380 | 4,380 |
2014 Annual Report Vianini Lavori SpA 80
The employee benefit provision represents the liability relating to the benefits recognised to employees and paid either on termination or after employment service. This liability is a defined benefit plan and therefore is determined applying the actuarial method.
The assumptions of the actuarial calculations are as follows.
| 31.12.2014 | 31.12.2013 | |
|---|---|---|
| Annual technical discounting rate | 1.60% | 3.10% |
| Annual inflation rate | 1.50% | 2.20% |
| Annual rate of salary increases | 3.00% | 3.50% |
| Annual increase in employee leaving indemnity | 2.62% | 3.15% |
| In thousands of Euro | 31.12.2014 | 31.12.2013 |
|---|---|---|
| Net liability at beginning of period | 720 | 782 |
| Current cost in the year (Service Costs) | 3 | 4 |
| Revaluation (Interest Cost) | 22 | 25 |
| Actuarial gains (losses) | 28 | 21 |
| (Services paid) | (165) | (112) |
| Net liability at end of period | 608 | 720 |
| 2014 | 2013 | |
|---|---|---|
| Wages and salaries | 2,937 | 2,925 |
| Social security | 989 | 1,016 |
| Post-employment provision | 3 | 4 |
| Complementary pension provision | 182 | 222 |
| Other costs | 1,067 | 1,254 |
| Total labour Costs | 5,178 | 5,421 |
The change in the actuarial gain/loss is related to the choice and the application of an annual technical discount rate considered closer to the reality for the Group.
For a better understanding of the costs relating to employees, it should be noted that the charges incurred by the Companies operating under the so-called "cost recharging" system, are included under service costs.
31.12.2014 31.12.2013 Average Average
| 2014 | 2013 | |||
|---|---|---|---|---|
| Executives | 12 | 13 | 12 | 12 |
| Managers & white collar | 30 | 27 | 28 | 28 |
| Blue-collar | 1 | 1 | 1 | 1 |
| Total | 43 | 41 | 41 | 41 |
| Risks on Investments |
Risks on orders | Risks for disputes |
Other risks |
Total | |
|---|---|---|---|---|---|
| Balance at January 1st 2013 | 3,234 | 920 | 10,100 | 1,524 | 15,778 |
| Provisions | 18 | - | - | - | 18 |
| Utilisations | (3,234) | (50) | - | (734) | (4,018) |
| Balance at December 31st 2013 |
18 | 870 | 10,100 | 790 | 11,778 |
| of which: | |||||
| Current portion | 18 | - | 9,500 | - | 9,518 |
| Non-current portion | - | 870 | 600 | 790 | 2,260 |
| Total | 18 | 870 | 10,100 | 790 | 11,778 |
| Balance at January 1st 2014 | 18 | 870 | 10,100 | 790 | 11,778 |
| Provisions | - | - | 67 | - | 67 |
| Other changes | (18) | - | - | - | (18) |
| Balance at December 31st | - | 870 | 10,167 | 790 | 11,827 |
| 2014 | |||||
| of which: | |||||
| Current portion | - | - | 9,500 | - | 9,500 |
| Non-current portion | 870 | 667 | 790 | 2,327 | |
| Total | - | 870 | 10,167 | 790 | 11,827 |
The provision for risks on investments was utilised to cover the loss of the associated company Rofin 2008 Srl.
The provisions for risks on orders relate to the specific provisions made by the Parent Company Vianini Lavori SpA in relation to orders completed but not yet approved by the General Contractor.
The current portion of the provision for disputes, amounting to Euro 9.5 million, refers to the risk related to the appeal made by a counterparty for a receivable received by the subsidiary Viafin Srl in 2005 following an injunction for a total value of Euro 18.2 million.
The provisions for other risks principally covers potential charges related to contractual commitments undertaken on a number of buildings.
| Other non-current liabilities | 31.12.2014 | 31.12.2013 |
|---|---|---|
| Other Payables | 14 | 68 |
| Deferred income | - | 540 |
| Total other non-current liabilities | 14 | 608 |
| Other current liabilities | 31.12.2014 | 31.12.2013 |
| Holding companies | 737 | - |
| Associated companies | 38,665 | 40,571 |
| Group companies | 566 | 556 |
| Total to related parties | 39,968 | 41,127 |
| Social security institutions | 255 | 246 |
| Employee payables | 297 | 271 |
| Other payables | 8,372 | 12,799 |
| Total other current liabilities | 48,892 | 54,443 |
Payables to holding companies refer to the tax consolidation with Caltagirone SpA.
The current payables to associated companies principally comprise payables to Metro C Scpa (Euro 31.9 million) and Metro B Srl (Euro 6.8 million) for the residual 10% to be paid following the subscription of the relative share capital. The decrease is due to the partial call of the ten percent of the share capital of Metro C ScpA.
The account "Other payables" principally refers to liabilities for work-in-progress on the Turin Railway Link (Euro 1.3 million), a payable of Euro 1.6 million for an appeal presented to a General Contractor following a favourable arbitral decision, a payable of Euro 1.74 million for a court case taken by Sace for the repayment of amounts paid in relation to the cancellation of an overseas contract, and finally the payable for profits made available to the Board of Directors as per Article 14 of the By-Laws (Euro 2 million).
| In thousands of Euro | 31.12.2014 | 31.12.2013 |
|---|---|---|
| Trade payables – related companies Payable to consortium subsidiaries Payables to consortium ass. |
908 1,410 29,177 |
1,323 958 17,118 |
| companies Payables to holding companies Payables to other group companies Payables to other consortium |
362 96 |
- 157 |
| companies | 6,930 | 10,961 |
| Total to related parties | 38,883 | 30,517 |
| Supplier payables | 7,864 | 8,467 |
| Payments on account | 5,369 | 64 |
| Total trade payables | 52,116 | 39,048 |
2014 Annual Report Vianini Lavori SpA 83
"Payables to consortium subsidiaries" relate to commercial transactions at normal market conditions with consortiums and consortium companies created for the execution of contracts collectively acquired; these are not included in the consolidation scope as not comprising a significant amount of overall consolidated values. The payables principally relate to the balance with San Benedetto Scarl (Euro 1.2 million).
The "Payables to consortium associated companies" principally relate to trade payables to consortiums and consortium companies. The greatest exposures concern a number of consortiums such as Metro C ScpA (Euro 14.7 million), SAT Lavori Scarl (Euro 6.8 million), Caposele Scarl (Euro 2.8 million), Tor Vergata Scarl (Euro 1.7 million), Riviera Scarl (Euro 1.6 million) and Sudmetro Scarl (Euro 1.3 million). The increase in the year is related to the different timing of invoicing and payments in 2013 and 2014.
"Payables to other consortium companies" principally concern current commercial transactions with consortiums and consortium companies, in particular with the Iricav Uno consortium for Euro 5.8 million.
"Trade payables" principally refer to invoices for subcontracted services and include Euro 453 thousand of guarantee withholdings and Euro 3.5 million of invoices to be received for services rendered.
Advances are issued by buyers against work in portfolio and work in progress. The increase in the period relates to the contractual advance received with the signing of the 3rd assessment of the order for the construction of Lot 6 and 7 of the Florence/Bologna Motorway pass. Bank and insurance sureties were provided as guarantees on the advances.
Bank and insurance sureties were provided as guarantees on the advances.
| In thousands of Euro | 31.12.2014 | 31.12.2013 |
|---|---|---|
| Bank payables – related parties | 743 | 443 |
| Fin. payables to Group companies | 93 | 154 |
| Total to related parties | 836 | 597 |
| Bank payables | 253 | 434 |
| Other financial payables | 7,958 | 6,632 |
| Total current financial payables | 9,047 | 7,663 |
Bank payables at year-end are comprised of those due to the banking system, including short-term loans, for temporary operating requirements.
The account "Other financial payables" principally refers to amounts received by the Parent Company as agent for the Consortium in which it participates, to be transferred to the participants at December 31st 2014 (Euro 7.9 million).
The maturity of the current financial payables is shown in the table below:
| 31/12/2013 | Maturity | Book value |
Secured guarantees | Financial guarantees | ||||
|---|---|---|---|---|---|---|---|---|
| Maturity within 3 months |
bet. 3 mths & 1 year |
Total carrying amount |
Fair Value |
assets guarantee s |
Value of guarante e |
Book value liability guarantees |
Value of guarante e |
|
| Liab. var. interest rate third party | 434 | - | 434 | |||||
| Liab. fixed interest rate third party | 524 | - | 524 | |||||
| Liab. non-interest bearing - third parties | 6,108 | - | 6,108 | |||||
| Liab. var. interest rate -Group | 445 | - | 445 | |||||
| Liab. non-interest bearing - Group | 152 | - | 152 | |||||
| Current financial liabilities | 7,663 | - | 7,663 | - | - | - | - | - |
| 31/12/2014 | Book | Secured guarantees | Financial guarantees | |||||
| Maturity | value | |||||||
| Maturity | bet. 3 | Total | assets | Value of | Book value | Value of | ||
| within 3 | mths & 1 | carrying | Fair | guarantee | guarante | liability | guarante | |
| months | year | amount | Value | s | e | guarantees | e | |
| Liab. var. interest rate third party | 253 | - | 253 | |||||
| Liab. non-interest bearing - third parties | 7,857 | 101 | 7,958 | |||||
| Liab. var. interest rate - Group | 743 | - | 743 | |||||
| Liab. non-interest bearing - Group | 93 | - | 93 |
The average rate was 2.14%.
| 2014 | 2013 | |
|---|---|---|
| Works completed | 89,452 | 71,801 |
| Related parties works completed | 76,902 | 151,236 |
| Changes in contract work-in-progress | 13,173 | (55,119) |
| Rent, leases and hire charges | - | 226 |
| Other revenues | 540 | 272 |
| Other income from related companies | 7,827 | 7,795 |
| Total revenues from sales and services | 187,894 | 176,211 |
| of which related parties | 84,729 | 159,031 |
The revenues for work completed with related companies refer to the execution of residential building work and contracts realised through associated and subsidiary consortium companies.
The most significant transactions are those with Metro C ScpA (Euro 47.8 million), SAT Lavori Scarl (Euro 9.2 million), Sudmetro Scarl (Euro 7 million) and the Iricav Uno consortium (Euro 1.1 million).
The change in contract work in progress relates principally to the works on Line C of the Rome Metro.
The other revenues from related parties concerns services provided to companies within the Temporary Grouping of Companies and Consortiums for technical, administrative, accounting and fiscal services, whose amounts are based on the contractual values (Euro 5.7 million).
The largest amounts are with San Benedetto Scarl (Euro 3.7 million) and Consorzio Tradeciv (Euro 1.7 million).
| 2014 | 2013 | |
|---|---|---|
| Recharge of costs - consortium companies |
161,705 | 147,998 |
| Subcontractors and other services - related companies |
8,272 | 4,279 |
| Various services – group companies | 990 | 989 |
| Consulting | 1,056 | 1,198 |
| Other costs | 3,810 | 3,872 |
| Total service costs | 175,833 | 158,336 |
| Rental | 271 | 1,938 |
| Related company rentals | 907 | 815 |
| Group company rentals | 24 | 24 |
| Total rent, lease and hire costs | 1,202 | 2,777 |
| Indirect taxes | 28 | 28 |
| Other operating charges group companies |
6 | 6 |
| Other operating charges | 449 | 539 |
| Total other costs | 483 | 573 |
|---|---|---|
| Total other operating costs | 177,518 | 161,686 |
| of which related parties | 171,904 | 154,111 |
In relation to the account "Service costs" it should be noted that this account includes the quota of the Group for services made by Companies operating for the execution of single works, acquired within the temporary grouping of companies, for a total amount of Euro 161.7 million, broken down as follows:
| 2014 | 2013 | |
|---|---|---|
| Employees | 7,586 | 8,135 |
| Materials | 18,692 | 23,716 |
| Services | 126,740 | 107,225 |
| Other expenses | 3,331 | 2,072 |
| Financial charges/(income) | 1,933 | 952 |
| Amortisation & Depreciation | 3,423 | 5,898 |
| Total | 161,705 | 147,998 |
| 2014 | 2013 | |
|---|---|---|
| Amortisation of intangible assets | 14 | 12 |
| Depreciation of tangible assets | 36 | 33 |
| Provision for risks and charges | 67 | (50) |
| Total amortisation, depreciation, provisions & write-downs |
117 | (5) |
| 2014 | 2013 | |
|---|---|---|
| Dividends | 3,588 | 5,873 |
| Interest income from bank deposits | 704 | 696 |
| Other Interest income | - | 245 |
| Group interest income | 24 | 15 |
| Others | - | 9 |
| Total financial income | 4,316 | 6,838 |
| of which related parties | 3,614 | 6,144 |
Financial income includes dividends of Euro 3.6 million, of which Euro 2.6 million concerning Acea SpA, Euro 495 thousand from Assicurazioni Generali SpA and Euro 398 thousand from Unicredit SpA.
The cash flow statement considers dividends received in the period; it also considers those from companies valued at net equity.
| Dividends received | 2014 | 2013 |
|---|---|---|
| Assicurazioni Generali SpA | 495 | 220 |
|---|---|---|
| Cementir Holding SpA | 3,244 | 1,622 |
| Acqua Campania SpA | 1,541 | 1,636 |
| Eurostazioni SpA | 1,011 | 1,947 |
| Unicredit SpA | - | 360 |
| Acea | 6,538 | 4,949 |
| Other minor | 6 | - |
| Total | 12,835 | 10,734 |
| 2014 | 2013 | |
|---|---|---|
| Write-downs of equity investments | - | 4,400 |
| Loss on sale of investments | - | 8,644 |
| Interest on bank accounts | 31 | 41 |
| Group interest payable | 367 | 135 |
| Banking commissions and charges | 92 | 64 |
| Interest on leaving indemnity | 22 | 26 |
| Commissions on sureties | 522 | 445 |
| Others | 23 | 1 |
| Total financial charges | 1,057 | 13,756 |
| of which related parties | 367 | 135 |
The basic earnings per share is calculated by dividing the Group net result for the year by the weighted average number of ordinary shares outstanding in the year.
| 2014 | 2013 | |
|---|---|---|
| Net profit/(Euro thousand) | 35,448 | 17,844 |
| Weighted average number of ordinary shares | 43,798 | 43,798 |
| outstanding (000) | ||
| Basic earnings per share (Euro 1 per share) | 0.81 | 0.41 |
The diluted earnings per share coincide with the basic earnings per share as Vianini Lavori SpA has only issued ordinary shares.
The breakdown of the other comprehensive income statement items, excluding the tax effects, is reported below:
| 31.12.2014 | 31.12.2013 | |||||
|---|---|---|---|---|---|---|
| Gross value |
Tax effect |
Net value |
Gross value |
Tax effect |
Net value |
|
| Gain/(loss) from recalculation of AFS financial assets | 10,020 | (110) | 9,910 | 76,479 | (1,848) | 74,631 |
| Effect of equity valuation of associated companies | 5,505 | 5,505 | (28,923) | (28,923) | ||
| Effect of exchange differences | 18 | 18 | (10) | (10) | ||
| Actuarial gains/(losses) on post-employment benefits | (29) | 6 | (23) | (20) | 5 | (15) |
The disclosures required in accordance with IFRS 8 on the segment information are provided below. The Vianini Lavori Group has adopted the sector of operating activity as the primary disclosure of information, defined as a separate and distinctly identifiable part of the Group, which provides related products and services and that is subject to risks and benefits different than those of the other sectors of activity of the Group. This break-down is used by Management to carry out an analysis of operational performance and for the specific management of risks related to each sector.
| In thousands of Euro | Construction | Other activities |
Adjustments | Consolidated pre-segment eliminations |
Inter-sector eliminations |
Consolidated |
|---|---|---|---|---|---|---|
| 2013 | ||||||
| Sector revenues – third parties | 176,184 | 23 | 4 | 176,211 | 176,211 | |
| Inter-segment revenues Segment revenues |
18 176,202 |
23 | (4) - |
14 176,225 |
(14) (14) |
- 176,211 |
| Segment EBITDA Depreciation, amortisation, |
9,311 | (207) | 9,104 | 9,104 | ||
| provisions & write-downs EBIT Results of the financial |
(5) 9,316 |
(207) | - | (5) 9,109 |
- | (5) 9,109 |
| management Net result of the share of |
(6,918) | |||||
| associates | - | - | 13,486 | |||
| Profit before taxes Income taxes |
15,677 (2,167) |
|||||
| Net Profit | 17,844 | |||||
| Segment assets | 214,699 | 493,360 | 21,133 | 729,192 | 729,192 | |
| Segment liabilities Equity investments valued at net |
108,831 | 9,955 | (3,599) | 115,187 | 115,187 | |
| equity | 73,074 | 192,017 | 131,126 | 396,217 | 396,217 | |
| Investments in intangible and tangible fixed assets |
41 | 41 | 41 | |||
| In thousands of Euro | Construction | Other | Adjustments | Consolidated | Inter-sector | Consolidated |
| activities | pre-segment eliminations |
eliminations | ||||
| 2014 | ||||||
| Sector revenues – third parties Inter-segment revenues |
187,903 100 |
(9) (85) |
187,894 15 |
(15) | 187,894 - |
|
| Segment revenues | 188,003 | - | (94) | 187,909 | (15) | 187,894 |
| Segment EBITDA | 5,238 | (130) | 90 | 5,198 | 5,198 | |
| Depreciation, amortisation, provisions & write-downs |
117 | 117 | 117 | |||
| EBIT Results of the financial |
5,121 | (130) | 90 | 5,081 | - | 5,081 |
| management | 3,259 | |||||
| Net result of the share of associates |
- | - | 24,949 | |||
| Profit before taxes | 33,289 | |||||
| Income taxes | (2,159) | |||||
| Net Profit | 35,448 | |||||
| Segment assets | 220,567 | 541,864 | 20,627 | 783,058 | 783,058 | |
| Segment liabilities Equity investments valued at net |
116,626 61,490 |
9,970 190,652 |
(3,103) 143,496 |
123,493 395,638 |
123,493 395,638 |
|
| equity | ||||||
| Investments in intangible and tangible fixed assets |
75 | 75 | 75 |
The "Other activities" sector includes the income statement and balance sheet of the subsidiaries and associates which prevalently undertake activities of a financial nature, as investment holding companies, of the subsidiaries which undertake various services and of associated companies operating both in the production of cement and concrete and in the provision of various services.
The transactions of Group companies with related parties including inter-group operations related to normal activities. There are no atypical or unusual transactions which are not within the normal business operations.
Vianini Lavori group companies also undertake transactions with the Caltagirone group, with companies under common control and other related parties.
| 31.12.2013 | Parent companies |
Subsidiaries | Associated Companies |
Companies under common control |
Other related parties |
Total related parties |
Total book value |
% on total account items |
|---|---|---|---|---|---|---|---|---|
| Balance sheet | ||||||||
| transactions | ||||||||
| Other non-current assets | 6,317 | 4,602 | 10,919 | 12,044 | 90.66% | |||
| Trade receivables | 9 | 2,984 | 20,277 | 9,548 | 2,041 | 34,859 | 52,419 | 66.50% |
| Current financial assets | 1 | 631 | 2,075 | 948 | 6 | 3,661 | 3,733 | 98.07% |
| Other current assets | 837 | 355 | 1,192 | 8,886 | 13.41% | |||
| Cash and cash equivalents | 421 | 421 | 28,771 | 1.46% | ||||
| Trade payables | 958 | 17,118 | 11,118 | 1,323 | 30,517 | 39,048 | 78.15% | |
| Current financial liabilities | 152 | 2 | 443 | 597 | 7,663 | 7.79% | ||
| Other current liabilities | 23 | 40,571 | 533 | 41,127 | 54,443 | 75.54% | ||
| Income statement | ||||||||
| transactions | ||||||||
| Revenues | 137,483 | 9,595 | 4,158 | 151,236 | 223,037 | 67.81% | ||
| Other operating revenues | 115 | 3,586 | 2,056 | 1,753 | 285 | 7,795 | 8,293 | 93.99% |
| Other operating costs | 900 | 54,243 | 87,582 | 6,293 | 5,093 | 154,111 | 161,686 | 95.31% |
| Financial income Financial charges |
160 24 |
96 73 |
5,888 38 |
6,144 135 |
6,838 9,356 |
89.85% 1.44% |
||
| 31.12.2014 4 |
Parent companies |
Subsidiaries | Associated Companies |
Companies under common control |
Other related parties |
Total related parties |
Total book value |
% on total account items |
| Balance sheet | ||||||||
| transactions | ||||||||
| Other non-current assets | 7,201 | 5,538 | 12,739 | 14,197 | 89.73% | |||
| Trade receivables | 21 | 2,725 | 9,967 | 3,459 | 8,261 | 24,433 | 40,048 | 61.01% |
| Current financial assets | 1 | 631 | 2,156 | 248 | 7 | 3,043 | 3,076 | 98.93% |
Other current assets 933 370 1,303 3,714 35.08% Cash and cash equivalents 1,394 1,394 46,583 2.99% Trade payables 362 1,410 29,177 7,026 908 38,883 52,116 74.61% Current financial liabilities 93 743 836 9,047 9.24%
| Other current liabilities | 737 | 33 | 38,665 | 533 | 39,968 | 48,892 | 81.75% | |
|---|---|---|---|---|---|---|---|---|
| Income statement transactions |
||||||||
| Revenues | 64,320 | 4,462 | 8,120 | 76,902 | 166,354 | 46.23% | ||
| Other operating revenues | 122 | 3,731 | 1,747 | 1,787 | 440 | 7,827 | 8,367 | 93.55% |
| Other operating costs | 900 | 76,695 | 82,394 | 2,736 | 9,179 | 171,904 | 177,518 | 96.84% |
| Financial income | 24 | 3,590 | 3,614 | 4,316 | 83.73% | |||
| Financial charges | 245 | 41 | 81 | 367 | 1,057 | 34.72% | ||
Other non-current assets principally concern amounts withheld as guarantee on contracts with the associated company Metro C ScpA (Euro 7.2 million) and with the Tradeciv consortium (Euro 4 million).
Trade receivables are receivables from consortium companies and refer to amounts under the "cost recharging" system and are of a commercial nature.
Current financial assets principally concern receivables from consortium companies.
Other current assets from the Parent Company relate to the VAT consolidation with Caltagirone SpA.
The payables to consortiums relate to commercial transactions at normal market conditions with consortiums and consortium companies created for the execution of the contracts acquired in the Temporary Regrouping of Companies.
The other current payables to associated companies include the 10% to be paid for the subscription to the share capital of Metro C Scpa for Euro 31.9 million and Metro B Srl for Euro 6.8 million.
Other current liabilities with parent companies concern Caltagirone SpA for the tax consolidation procedure,
The other balance sheet accounts relate to transactions in relation to the operating activities of the group at normal market conditions.
Other costs and revenues with consortiums concern operating activities.
Operating revenues include Euro 47.8 million from Metro C ScpA for construction works on Line C of the Rome Metro and Operating costs include Euro 55.3 million of costs with the same company. Other costs and revenues with consortiums concern operating activities.
Financial income includes dividends received from Acea SpA, Assicurazioni Generali SpA and Unicredit SpA.
Other transactions were not individually significant.
2014 Annual Report Vianini Lavori SpA 91
Information on the net cash position is provided below pursuant to Consob Communication No. 6064293 of July 28th 2006.
| In thousands of Euro | 31.12.2014 | 31.12.2013 | |
|---|---|---|---|
| A. Cash | 4 | 3 | |
| B. Bank deposits | 46,579 | 28,768 | |
| C. Securities held for trading | |||
| D. Liquidity (A)+(B)+(C) | 46,583 | 28,771 | |
| of which related parties | 1,394 | 421 | |
| E. Current financial receivables | 3,076 | 3,733 | |
| of which related parties | 3,043 | 3,661 | |
| F. Bank payables – current portion | 996 | 877 | |
| G. Current portion of long-term loans | |||
| H. Current payables to other lenders | 8,051 | 6,786 | |
| I. Current debt (F)+(G)+(H) | 9,047 | 7,663 | |
| of which related parties | 836 | 597 | |
| J. Net current cash position (I)-(E)-(D) | (40,612) | (24,841) | |
| K. Non-current bank payables | - | - | |
| L. Bonds issued | - | - | |
| M. Other non-current payables | - | - | |
| N. Non-current financial debt (K)+(L)+(M) | - | - | |
| O. Net cash position (J)+(N) | (40,612) | (24,841) |
At December 31st 2014 the Group had sureties, guarantees and other commitments totalling
Euro 265.7 million as follows:
| 31/12/2014 | 31/12/2013 | |
|---|---|---|
| 1 Bank and Insurance Sureties Received | ||
| in favour of General Contractors | ||
| - Correct execution | 85,817,932 | 94,065,710 |
| - Restriction on withholding guarantees | 12,540,037 | 12,998,754 |
| - Advances | 6,461,044 | 48,947 |
| - Various contractual provisions | 29,062,371 | 34,937,895 |
| 2. Insurance sureties in favour of tax offices | ||
| 3. Guarantees for related parties: | ||
| - subsidiary companies | ||
| - associated companies | 4,544,619 | 4,764,392 |
| - other related parties | 46,133,345 | 47,000,929 |
| 4. Sureties from third parties | 15,403,581 | 15,403,581 |
| 5. Sureties and other guarantees in favour of bank | ||
| institutions for credit lines (incl. those | ||
| with signature) granted to related parties | ||
| - subsidiary companies | 500,000 | 500,000 |
| - associated companies | 52,914,940 | 52,914,940 |
| - other related parties | 12,322,602 | 74,710,104 |
| TOTAL | 265,700,471 | 337,345,252 |
The following table shows the hierarchy level for the assets and liabilities which are valued at Fair Value:
| (Euro '000) | Dec 31st 14 | Note | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|---|---|
| Assets valued at fair value AFS | ||||||
| Investment property | 3 | 3,000 | 3,000 | |||
| Non-current investments at fair value AFS |
5 | 179,565 | 179,565 | |||
| Total Assets | 179,565 | 3,000 | - | 182,565 |
In 2014 no transfers occurred between the various levels and no changes took place in levels 2 and 3.
The Shareholders' Meeting of April 23rd 2013 appointed the Independent Audit Firm KPMG SpA for the period 2013/2021. The total audit service fees for the year 2014 for the entire Group amounted to approx. Euro 145 thousand.
| VIANINI LAVORI | ||
|---|---|---|
| SOCIETA' PER AZIONI - CAPITALE SOCIALE Euro 43.797.507 SEDE IN ROMA - 00195 VIA MONTELLO, 10 |
||
| Declaration of the Consolidated Financial Statements as per art. 81 - ter of Consob Regulation No. 11971 of May 14 th 1999 and subsequent modifications and integrations |
||
| and 4, of Legislative Decree No. 58 of February 24 th 1998: | 1. The undersigned, Mr. Mario Delfini, as Chairman of the Board of Directors and Mr. Fabrizio Caprara, Executive Responsible for the preparation of the corporate accounting documents of Vianini Lavori S.p.A., affirm, and also in consideration of Article 154-bis, paragraphs 3 |
|
| the accuracy of the information on company operations and | ||
| the effective application, $\bullet$ consolidated financial statements for 2014. |
of the administrative and accounting procedures for the compilation of the | |
| the consolidated financial statements. In relation to this, no important matters arose. |
2. The activity was undertaken evaluating the organisational structure and the execution, control and monitoring processes of the business activities necessary for the preparation of |
|
| 3. It is also declared that: | ||
| 3.1 the consolidated financial statements: | ||
| Parliament and Council, of July 19 th 2002; | a) were prepared in accordance with international accounting standards, recognised in the European Union pursuant to EU regulation No. 1606/2002 of the European |
|
| b) correspond to the underlying accounting documents and records; | ||
| consolidation. | c) provide a true and correct representation of the economic, balance sheet and financial situation of the issuer and of the companies included in the |
|
| they are exposed. | 3.2 The Directors' Report, prepared using a standard format for both the individual and consolidated financial statements, includes a reliable analysis on the performance and operating result as well as the situation of the issuer and of the companies included in the consolidation, together with a description of the principal risks and uncertainties to which |
|
| Roma, March 11th 2015 | ||
| The Chairman | The Executive Responsible | |
| F to Mario Delfini | F.to Fabrizio Caprara | |
| CERTIFICA |
December 31st 2014
| 31/12/2013 | ||
|---|---|---|
| 1 | 13,474 | 14,962 |
| 2 | 349,490 | 320,296 |
| 3 | 3,000,000 | 3,000,000 |
| 4 | 508,241,304 | 505,413,332 |
| 5 | 28,871 | 55,257 |
| 6 | 14,196,554 | 12,043,459 |
| 12,739,119 | 10,918,898 | |
| 7 | 746,953 | 717,822 |
| 526,576,646 | 521,565,128 | |
| 8 | 31,431,396 | 18,258,574 |
| 9 | 39,559,768 | 51,713,986 |
| 24,068,711 | 34,337,413 | |
| 10 | 15,359,851 | 12,498,980 |
| 15,326,505 | 12,426,789 | |
| 7 | 237,368 | 358,963 |
| 11 | 3,081,121 | 3,812,485 |
| 1,273,235 | 629,494 | |
| 12 | 10,915,749 | 8,189,852 |
| 1,366,267 | 408,588 | |
| 100,585,253 | 94,832,840 | |
| 627,161,899 | 616,397,968 | |
| note | 31/12/2014 |
| SHAREHOLDERS' EQUITY & LIABILITIES (in Euro) |
note | 31/12/2014 | 31/12/2013 |
|---|---|---|---|
| Share capital | 43,797,507 | 43,797,507 | |
| Other reserves | 459,308,615 | 409,397,307 | |
| Net profit/(loss) for the year | 8,011,875 | 55,124,246 | |
| TOTAL SHAREHOLDERS' EQUITY | 13 | 511,117,997 | 508,319,060 |
| Employee provisions | 14 | 579,839 | 655,433 |
| Other non-current provisions | 15 | 2,327,016 | 2,260,016 |
| Other non-current liabilities | 16 | 14,400 | 608,463 |
| Deferred tax liabilities | 7 | 643,238 | 637,634 |
| TOTAL NON-CURRENT LIABILITIES | 3,564,493 | 4,161,546 | |
| Current provisions | 15 | - | 17,799 |
| Trade payables | 17 | 52,031,085 | 38,786,942 |
| of which related parties | 39,020,396 | 30,487,417 | |
| Current financial liabilities | 18 | 8,834,639 | 7,363,525 |
| of which related parties | 835,384 | 597,119 | |
| Current income taxes | 7 | - | 169,718 |
| Other current liabilities | 16 | 51,613,685 | 57,579,378 |
| of which related parties | 42,717,186 | 44,296,095 | |
| TOTAL CURRENT LIABILITIES | 112,479,409 | 103,917,362 | |
| TOTAL LIABILITIES | 116,043,902 | 108,078,908 | |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 627,161,899 | 616,397,968 |
|---|---|---|
| INCOME STATEMENT | note | 2014 | 2013 |
|---|---|---|---|
| (in Euro) | |||
| Revenues from sales and services | 165,920,622 | 222,474,722 | |
| of which related parties | 76,570,941 | 150,674,107 | |
| Change in contract work-in-progress | 13,172,823 | (55,118,563) | |
| Other operating revenues | 8,449,198 | 8,343,560 | |
| of which related parties | 7,899,838 | 7,872,048 | |
| TOTAL OPERATING REVENUES | 19 | 187,542,643 | 175,699,719 |
| Labour costs | 14 | 4,892,883 | 5,159,748 |
| Other operating charges | 20 | 177,422,867 | 161,264,389 |
| of which related parties | 172,085,789 | 154,032,270 | |
| TOTAL OPERATING COSTS | 182,315,750 | 166,424,137 | |
| EBITDA | 5,226,893 | 9,275,582 | |
| Amortisation, depreciation, provisions & write-downs | 15-21 | 110,757 | (11,202) |
| EBIT | 5,116,136 | 9,286,784 | |
| Financial income | 22 | 5,423,810 | 53,643,075 |
| of which related parties | 2,611,322 | 3,826,721 | |
| Financial charges | 22 | (989,454) | (5,116,771) |
| of which related parties | (365,838) | (134,121) | |
| NET FINANCIAL RESULT | 4,434,356 | 48,526,304 | |
| PROFIT BEFORE TAXES | 9,550,492 | 57,813,088 | |
| Income taxes | 7 | 1,538,617 | 2,688,842 |
| NET PROFIT FOR THE YEAR | 8,011,875 | 55,124,246 |
NOTE 13
(in Euro)
| NOTE | 31.12.2014 | 31.12.2013 | |
|---|---|---|---|
| Net Profit for the year | 8,011,875 | 55,124,246 | |
| Items which may not be reclassified subsequently in the P&L account |
|||
| Effect of actuarial gain/(loss), net of tax effect | 14 | (6,324) | (14,647) |
| Total other items of the Comprehensive Income Statement | (6,324) | (14,647) | |
| Total comprehensive profit for the year | 8,005,551 | 55,109,599 | |
| (in Euro) | Share capital |
Legal reserve |
Other reserves |
Net Result | Total |
|---|---|---|---|---|---|
| Balance at January 1st 2013 Dividends distributed |
43,797,507 | 8,759,502 | 421,077,267 (4,379,751) |
(16,045,064) | 457,589,212 (4,379,751) |
| Amount set aside to BoD Retained earnings |
(16,045,064) | 16,045,064 | - - |
||
| Total operations with shareholders | - | - | (20,424,815) | 16,045,064 | (4,379,751) |
| Change in employment termination reserve Profit for the year |
(14,647) | 55,124,246 | (14,647) 55,124,246 |
||
| Total comprehensive profit/(loss) for the year |
- | - | (14,647) | 55,124,246 | 55,109,599 |
| Balance at December 31st 2013 | 43,797,507 | 8,759,502 | 400,637,805 | 55,124,246 | 508,319,060 |
| Balance at January 1st 2014 Dividends distributed Amount set aside to BoD Retained earnings |
43,797,507 | 8,759,502 | 400,637,805 (4,379,751) (826,863) 55,124,246 |
55,124,246 (55,124,246) |
508,319,060 (4,379,751) (826,863) - |
| Total operations with shareholders | - | - | 49,917,632 | (55,124,246) | (5,206,614) |
| Change in employment termination reserve Profit for the year |
(6,324) | 8,011,875 | (6,324) 8,011,875 |
||
| Total comprehensive profit/(loss) for the year |
- | - | (6,324) | 8,011,875 | 8,005,551 |
| Balance at December 31st 2014 | 43,797,507 | 8,759,502 | 450,549,113 | 8,011,875 | 511,117,997 |
| (in Euro) | NOTE | 31/12/2014 | 31/12/2013 |
|---|---|---|---|
| CASH & CASH EQUIVALENTS AT BEGINNING OF YEAR | 8,189,852 | 9,158,762 | |
| Net profit for the year | 8,011,875 | 55,124,246 | |
| Amortisation & Depreciation | 21 | 43,757 | 38,798 |
| (Revaluations) and write-downs | 22 | (2,723,733) | (45,285,551) |
| Net financial income/(charges) | 22 | (1,710,623) | (3,240,753) |
| of which related parties | (2,063,504) | (3,448,646) | |
| (Gains)/losses on disposals | 22 | (8) | (1,050) |
| Income taxes | 7 | 1,538,617 | 2,688,842 |
| Changes in employee provisions | 14 | (75,594) | (84,238) |
| Changes in current and non-current provisions | 15 | 49,201 | (1,730,071) |
| OPERATING CASH FLOW BEFORE CHANGES IN WORKING | 7,510,223 | ||
| CAPITAL | 5,133,492 | ||
| (Increase) Decrease in inventories | 8 | (13,172,822) | 55,118,564 |
| (Increase) Decrease in Trade receivables | 9 | 12,154,530 | 10,336,758 |
| of which related parties | 10,268,702 | 3,308,421 | |
| Increase (Decrease) in Trade payables | 17 | 13,244,143 | (68,393,591) |
| of which related parties | 8,532,979 | (68,286,995) | |
| Change in other current and non-current liabilities | 6-11-16 | (8,814,662) | 1,729,404 |
| of which related parties | (4,042,871) | 2,987,291 | |
| Change in deferred and current income taxes | 7 | (372,177) | 254,401 |
| OPERATING CASH FLOW | 8,172,504 | 6,555,759 | |
| Dividends received | 22 | 2,558,771 | 3,582,766 |
| of which related parties | 2,558,771 | 3,582,766 | |
| Interest received | 22 | 82,824 | 94,786 |
| Interest paid | 22 | (599,835) | (584,373) |
| Other income (charges) received/paid | 22 | (277,701) | 143,694 |
| Income taxes paid | 7 | (1,238,100) | (2,688,842) |
| A) CASH FLOW FROM OPERATING ACTIVITIES | 8,698,463 | 7,103,790 | |
| Investments in intangible fixed assets | 1 | (7,730) | (4,329) |
| Investments in tangible fixed assets | 2 | (63,731) | (30,157) |
| Non-current investments and securities | 4 | (104,243) | (664,241) |
| Sale of intangible and tangible assets | 1 | 8 | 1,050 |
| Sale of equity investments and non-current securities | 2 | - | 9,900 |
| Change in non-current financial assets | 5 | 68,687 | (17,372) |
| Change in current financial assets | 10 | (2,861,155) | 1,457,916 |
| of which related parties | (2,899,716) | 3,121,914 | |
| B) CASH FLOW FROM INVESTING ACTIVITIES | (2,968,164) | 752,767 | |
| Change in current financial liabilities | 18 | 1,375,349 | (4,445,716) |
| Dividends Distributed | (4,379,751) | (4,379,751) | |
| C) CASH FLOW FROM FINANCING ACTIVITIES | (3,004,402) | (8,825,467) | |
| Change in net liquidity | 2,725,897 | (968,910) | |
| CASH AND CASH EQUIVALENTS AT END OF YEAR | 10,915,749 | 8,189,852 |
December 31st 2014
Vianini Lavori SpA is a limited liability company, listed on the Italian Stock Exchange, operating in the large public works and infrastructure sector, with its registered office at Rome (Italy), Via Montello, 10, with duration until December 31st 2100.
At the date of the present report, the shareholders with holdings above 2% of the share capital, as per the shareholders' register, the communications received in accordance with article 120 of Legislative Decree No. 58 of February 24th 1998, and other information available are:
At the date of the preparation of the present accounts, the ultimate holding company is FGC SpA, with registered office at Via Barberini 28 Rome, due to the shares held through subsidiary companies.
The present financial statements of Vianini Lavori SpA were approved by the Board of Directors on March 11th 2015 which authorised the publication of the principal results.
6 As per MOD.120 A received on 29/05/2014
7 Resulting from the recording of the 2013 dividend paid in May 2014.
The present financial statements at December 31st 2014 were prepared on the going concern basis and in accordance with Article 2 of Legislative Decree 38/2005 and International Financial Reporting Standards (IFRS), the interpretations of the International Financial Reporting Interpretations Committee (IFRIC) and the Standing Interpretations Committee (SIC), approved by the European Commission and in force at the balance sheet date, in addition to the preceding International Accounting Standards (IAS). For simplicity, all the standards and interpretations are hereafter stated simply as "IFRS". In the preparation of the present document, account was taken of Article 9 of Legislative Decree No. 38 of February 28th 2005, of the provisions of the civil code, of CONSOB Resolution No. 15519 ("Regulations relating to financial statements to be issued in accordance with Article 9, paragraph 3 of Legs. Decree No. 38/2005") and No. 15520 ("Modifications and amendments to the implementation rules of Legs. Decree No. 58/1998"), both of July 27th 2006, as well as CONSOB communication No. DEM/6064293 of July 28th 2006 ("Disclosure of issuers of shares and financial instruments in accordance with article 116 of the CFA").
The Company decided to present a single report combining the Consolidated Financial Statements and the Separate Financial Statements of Vianini Lavori SpA, as the Parent Company represents 99% of the consolidated revenues and 80% of the consolidated assets.
The Financial Statements consist of the Balance Sheet, the Income Statement, the Comprehensive Income Statement, the Statement of changes in Shareholders' Equity, the Cash Flow Statement and the Notes to the financial statements. In relation to the presentation of the financial statements, the Company has chosen the following options:
The historic cost is the general criteria adopted, with the exception of the financial statement accounts measured at Fair value according to the individual IFRS, as described in the measurement criteria below.
The IFRS were applied in accordance with the "Framework for the preparation and presentation of financial statements" and no matters arose which required recourse to the exceptions permitted by IAS 1, paragraph 19.
It is recalled that CONSOB. resolution No. 15519 of July 27th 2006 requires that the above financial statements report, where the amounts are significant, additional sub-accounts to those already specifically required by IAS 1 and other international accounting standards in order to show the balances and transactions with related parties as well as the relative income statement accounts relating to non-recurring or unusual operations.
The assets and liabilities are shown separately and without any offsetting.
The Financial Statements at December 31st 2014 are presented in Euro and all the amounts refer to units of the currency, except where indicated otherwise.
The accounting principles and criteria applied in the present financial statements are in line with those adopted in the financial statements for the year ended December 31st 2013. For a better comprehension, some accounts for the year ended December 31st 2013 have been reclassified, without changes in the shareholders equity or in the income
f) IAS 27 Revised "Separate Financial Statements": with the approval of IFRS 10, the application of IAS 27 was revised and limited only to the separate financial statements;
g) IAS 28 Revised "Investments in associates and joint ventures": simultaneous to the approval of the new IFRS 10, IFRS 11, IFRS 12 and IAS 27, IAS 28 was revised to incorporate the amendments introduced by the above-mentioned standards.
On November 21, 2013, IASB issued the document "Defined Benefit Plans: Employee Contributions (Amendments to IAS 19 Employee Benefits)". The amendments made to IAS 19 permit (but do not render compulsory) the deduction from the current service cost of the period the contributions paid by the employees and by third parties, which are not related to the number of years of service, in place of the allocation of these contributions over the service period;
On December 12, 2013, IASB published the document "Annual Improvements to IFRS – 2010-2012 Cycle". These amendments mainly refer to:
The provisions are effective from periods beginning on or subsequent to February 1st 2015.
The provisions are effective from periods beginning on or subsequent to January 1st 2015.
The Company did not opt for the advance adoption of the standards, interpretations and updates already approved, which are applicable after the date of the accounts.
The Company is evaluating the possible effects related to the application of these new standards/changes to accounting standards; based on a preliminary evaluation, significant effects are not expected on the financial statements.
At the date of the approval of the present Financial Statements, the IASB had issued (however not yet approved by the European Union) a number of accounting standards, interpretations and amendments - some still in the consultation phase - among which we highlight:
order to clarify that a depreciation and amortisation method based on the revenues generated by an asset (revenue-based method) is not considered appropriate as exclusively reflecting the revenue streams generated from the assets and not, in fact, the manner of consumption of the economic benefits of the asset. These clarifications are effective from periods beginning on or subsequent to January 1st 2016.
contrary case, the share of profit or loss concerning the stake still held by the entity must be eliminated.
Any effects that the newly applied accounting standards, amendments and interpretations may have on the Company financial disclosure are currently being evaluated.
An intangible asset is a non-monetary asset, clearly identifiable and without physical substance, controllable and capable of generating future economic benefits.
These items, including patents, concessions, licences, trademarks and similar rights and software, are recorded at cost, including direct accessory costs necessary to render the asset available for use. For each intangible asset, on initial recognition the useful life is determined and re-examined annually and any changes are made in accordance with future estimates.
Intangible assets with definite useful lives are recognised net of the relative accumulated amortisation and any impairment in accordance with the procedures described below.
Amortisation begins when the asset is available for use and is recognised on a systematic basis in relation to the residual use and thus over the useful life of the asset. In the first year of use the amortisation takes into account the period of its use in the year.
At the moment of sale or when no expected future economic benefits exist from the use of an intangible asset, it is eliminated from the financial statements and any loss or gain (calculated as the difference between the sales value and the net book value) is recorded in the income statement in the year of the above mentioned elimination.
Property, plant and equipment is recorded at cost, including directly allocated accessory costs and those necessary for the asset being in the condition for which it was acquired, and increased, in the presence of current obligations, by the current value of the estimated cost for the disposal of the asset.
The financial charges directly attributable to the acquisition, construction or production of an asset are capitalised as part of the cost of the asset itself until the moment in which the asset is ready for expected use or sale.
The expenses incurred for the maintenance and repairs of an ordinary and/or cyclical nature are directly charged to the income statement in the year in which they are incurred. The capitalisation of the costs relating to the expansion, modernisation or improvement of owned tangible assets or of those held in leasing, is made only when they satisfy the requirements to be separately classified as an asset or part of an asset in accordance with the component approach.
Property, plant and equipment are recorded net of the relative accumulated depreciation and any losses in value. Depreciation is calculated on a straight-line basis according to the estimated useful life of the asset; useful life is reviewed annually and any changes, where necessary, are made on the basis of the new estimate. The principal depreciation rates applied are as follows:
| USEFUL LIFE | |
|---|---|
| PROPERTY, PLANT & EQUIPMENT | |
| Buildings | 33 years |
| General plant | 10 years |
| Specific plant | 7 years |
| Excavators, operating machines, internal transport | 5 years |
| Light structures | 8 years |
| Metallic moulds | 4 years |
|---|---|
| Motor vehicles | 4 years |
| Equipment | 2.5 years |
| Office furniture and equipment | 8 years |
Land, both constructible and relating to civil and industrial buildings, is not depreciated as it has an unlimited useful life.
When the asset to be depreciated is composed of separately identifiable elements whose useful life differs significantly from the other parts of the asset, the depreciation is made separately for each part of the asset, with the application of the component approach principle.
At the moment of the sale or when no expected future economic benefits exist from the use of a tangible asset, it is eliminated from the financial statements and any gain or loss (calculated as the difference between the sales value and the book value) is recorded in the income statement in the year of the above mentioned elimination.
Property held for rental returns or capital appreciation is initially measured at cost and subsequently at fair value and is not depreciated. The changes in the fair value are recognised in the income statement.
Fair value is measured based on the type of investment:
Periodically, property, plant and machinery and intangible assets with definite useful life are examined for the existence of events or changes which would indicate that the book value may not be recovered. If an indication of this type exists, the recoverable amount must be determined and, in the case in which the book value exceeds the recoverable amount, these assets are written down to reflect their recoverable amount.
The recoverable amount of property, plant and machinery and intangible assets is the higher between the fair value less costs to sell and its value in use, where the value in use refers to the current value of estimated future cash flows of the asset or, for assets that do not independently generate sufficient cash flows, of the group of assets that comprise the cashgenerating unit to which the asset belongs.
In defining the value of use, the expected future cash flows are discounted using a pre-tax discount rate that reflects the current market assessment of the time value of money and the specific risks of the activity.
A reduction in value is recognised in the income statement when the carrying value of the asset, or of the relative cash-generating unit to which it is allocated, is higher than the recoverable amount: the losses in value of cash generating units are firstly recognised as a reduction of other assets, in proportion to their carrying value.
This allocation has as its minimum limit, the highest value between:
The impairments are recognised in the income statement under the account amortisation, depreciation and write down costs.
When the reasons for a write-down no longer exist on tangible and intangible assets other than goodwill, the book value of the asset is restated through the income statement, up to the value at which the asset would be recognised if no write-down had taken place and amortisation had been recognised.
Subsidiaries are considered all companies for which Vianini Lavori SpA is exposed to variable income streams or when possessing rights to such income streams, based on the relationship with the entity, and at the same time has the capacity to affect such income steams through the exercise of its power.
Associated companies are companies in which Vianini Lavori SpA has a significant influence, which is presumed to exist when the percentage held is between 20% and 50% of the voting rights.
In the evaluation of control and significant influence, consideration is also taken of the potential voting rights that are effectively exercisable or convertible.
The above-mentioned equity investments are recognised at cost adjusted for any loss in value.
Losses in value are recognised in the income statement and can be restated where the reasons for their write-down no longer exist. Where the loss pertaining to the company exceeds the book value of the investment, and where the holding is committed to comply with legal or implicit obligations of the company or in any case to cover the losses, the book value is written down and any excess is recorded in a specific risk provision.
The construction contracts in progress are valued according to the contractual payments matured with reasonable certainty in relation to the state of advancement of works, through the percentage of completion criteria, determined through the cost to cost method.
The valuations reflect the best estimate of works made at the reporting date. Periodically, the assumptions underlying the measurements are updated. Any derivative economic effects are measured in the year in which they are made.
in addition to the amounts paid under contract, the order modifications, the price reviews, the incentives, as far as considered probable and which may be reliably measured, in application of IAS 11 "construction contracts". In this regard, the relative valuations were carried out with reference to:
• where necessary, as a result of the complexity of the specific facts, assessments of a technical-legal nature carried out also with the support of external consultants, in order to verify the assessments carried out.
all costs referring directly to the order, costs attributable to the order activity in general and which may be allocated to the same order, in addition to any other cost which may be specifically recharged to the granting party according to the contract.
Costs also include:
pre-operative costs, i.e. costs incurred in the initial phase of the contract before the beginning of construction works (tender preparation costs, design costs, costs for the organisation and start-up of production, site installation costs), in addition to
post-operative costs, incurred after the conclusion of the order (site clearance, return of machinery/plant to company facilities, insurance etc.), and finally
costs for any services to be carried out after the completion of works, paid within the order contract, (for example periodic maintenance, assistance and supervision in the initial start-up periods of the individual works).
In addition, the order costs are included under financial charges, as permitted by the amendment to IAS 11 in relation to IAS 23, in relation to loans specifically concerning the works executed. During the tender process in fact, on the basis of specific rules, particular payment conditions had already been defined which required the Group to utilise structured finance operations for the capital invested in the order, whose charges impact the calculation of the relative consideration.
Where the completion of an order may give rise to a loss, such will be recognised in its entirety in the period in which such is reasonably expected.
Where the outcome of the construction contract may not be estimated reliably, the value of the works in progress is measured on the basis of the costs incurred, where these may reasonably be recovered, without recognition of the margin.
Where following the reporting date events emerged, favourable or unfavourable, concerning existing situations at that date, the amounts recognised to the financial statements are adjusted to reflect the consequent financial statement effects.
The contract order work in progress is stated, net of any write-downs and/or losses on completion, in addition to advances concerning the contract in course of execution.
In this latter regard, the amounts invoiced on the individual state of advancement of works (Accounts) were recognised as a reduction of the gross value of the order, where applicable, or any excess in the liability. On the other hand, the invoicing of advances concerns financial events and are not recognised for revenue recognition purposes. Therefore advances representing a mere financial fact are always recognised to liabilities as not received against the works executed. These advances however have reduced progressively, only on the basis of contractual agreements, against the amounts from time to time invoiced in relation to the specific order.
The above-stated analyses were carried out order by order: where a positive differential emerges (due to works in progress greater than the amount of advances), the differences are classified to the account "Assets for works in progress"; where this difference is negative the difference is classified among liabilities to the account "Liabilities for work in progress".
The financial assets are classified, on initial recognition, in one of the following categories and measured as follows:
available-for-sale financial assets: the available-for-sale assets are non-derivative financial instruments explicitly designated in this category and are classified under noncurrent assets unless management has the intention to sell them within 12 months from the balance sheet date. These financial assets are valued at fair value and the valuation gains or losses are allocated to net equity through the Comprehensive Income Statement. They are recognised in the income statement only when the financial asset is sold, or, in the case of negative cumulative changes, when it is considered that the reduction in value already recorded under equity can not be recovered and when a long-term loss in value is established.
The Company, taking account of the types of shares held, established that the quantitative limits utilised to identify the necessity for an impairment procedure are for a decrease in the fair value at the balance sheet date of above 50% compared to the original book value or a decrease in the fair value below the initial recording for 60 consecutive months.
Financial assets are eliminated from the balance sheet when the right to receive the cash flows from the instrument ceases and the Company has transferred all the risks and rewards relating to the instrument and the relative control.
When the fair value cannot be determined reliably, the cost value is maintained, adjusted for any losses in value. These losses for reduction in value may not be restated;
loans and receivables: they are financial instruments, principally relating to loans and trade receivables, non-derivative, not listed on an active market, from which fixed or determinable payments are expected. They are classified as current assets (when the due date is within the normal commercial terms) except for amounts due beyond 12 months from the balance sheet date, which are classified as non-current assets. On initial recognition these assets are measured at fair value and subsequently at amortised cost, on the basis of the effective interest rate. When there is an indication of a reduction in value, the asset is reduced to the
value of the discounted future cash flows obtainable. The losses in value are recorded in the income statement. When, in subsequent periods, the reasons for the write-down no longer exist, the value of the assets is restated up to the value deriving from the application of the amortised cost where no write-down had been applied.
Financial assets are derecognised from the balance sheet when the right to receive the cash flows from the instrument ceases and the Company has transferred all the risks and rewards relating to the instrument and the relative control.
Financial liabilities are those concerning loans, trade payables and other obligations to be paid. On initial recognition, they are recorded at fair value, net of directly attributable accessory costs.
Thereafter, they are measured under the amortised cost criteria, using the effective interest rate method. When there is a change in the expected cash flows and it is possible to estimate them reliably, the values of liabilities are recalculated to reflect this change based on the new current value of the expected cash flows and of the internal yield initially determined.
The financial liabilities are classified under current liabilities, except when the Company has an unconditional right to defer their payment for at least 12 months after the balance sheet date.
Financial liabilities are eliminated from the balance sheet when they expire and the Company has transferred all the risks and rewards relating to the instrument.
Cash and cash equivalents are accounted at fair value and include bank deposits and cash in hand, or rather those values that are available on demand at short notice, certain in nature and with no payment expenses.
In relation to the financial assets and liabilities recorded in the balance sheet at Fair Value, IFRS 13 requires that these values are classified based on a hierarchy of levels which reflects the degree of input utilised in the determination of the Fair Value. The following levels are used:
For information on the Fair Value hierarchy level, reference should be made to Note 26.
The share capital is the amount of the subscribed and paid-in capital of the Company. The costs strictly related to the issue of new shares are classified, net of any deferred fiscal effect, in a separate reserve as a reduction of net equity.
The liabilities relating to the benefits recognised to employees and paid on or after the employment period and relating to defined benefit plans (Employee Leaving Indemnity), net of any assets serving the plan, are determined on the basis of actuarial assumptions estimating the amount of the future benefits that the employees have matured at the balance sheet date. The liability is recognised on an accruals basis over the maturity period of the right.
In relation to the Employee leaving indemnity, following the amendments to Law No.296 of December 27th 2006 and subsequent Decrees and Regulations ("Pension Reform") issued in the first months of 2007, it is noted that:
the employee leaving indemnity matured at December 31st 2006 continues to be considered as a defined benefit plan;
the employee leaving indemnity matured from January 1st 2007, for Italian companies with a number of employees above 50, is considered a defined contribution plan.
The determination of the current value of the Company commitments is made by an independent expert using the projected unit credit method. Under this method, a future projection is made of the liability to determine the probable amount to be paid on the termination of employment and then discounted, to take into account the period of time which
will pass before the actual payment. The calculation takes into account the employee leaving indemnity matured and is based on actuarial assumptions which principally relate to the interest rate, which reflects the market return of primary securities with maturities similar to those for bonds and the turnover of employees.
For the quota of the employee leaving indemnity allocated to the integrated pension or rather the INPS fund from the date of the option exercised by the employee, the Company is not a debtor of the employee indemnity provision matured after December 31st 2006, and therefore the actuarial calculation of the employee leaving indemnity excludes the component relating to future salary changes.
The actuarial gains and losses, defined as the difference between the carrying value of the liabilities and the present value of the Company commitments at the end of the period, due to changes in the actuarial assumptions based on past experience, are directly recorded to other items of the Comprehensive Income Statement.
The financial component is however recorded in the Income Statement, in the account financial charges.
Provisions for risks and charges are recognised in respect of certain or probable losses or liabilities, the amount or due date of which could not be determined at year-end.
Provisions for risks and charges are recognised when, at the balance sheet date, a legal or implicit obligation exists that derives from a past event and a payment of resources is a probable requirement to satisfy the obligation, and the amount of this payment can be estimated. When the financial effect of the time is significant and the payment dates of the obligations can be reliably estimated, the provision shall be discounted; the increase of the provision due to the passing of time is recognised as a financial expense. If the liability relates to a tangible asset, the counterparty of the provision is recognised under the asset to which it refers; the recognising of the charge to the income statement is made through the process of depreciation of the tangible asset to which the charge refers to.
Revenues are recognised in accordance with the probability that they will provide economic benefits and the amount can be determined reliably. The revenues are recognised at the fair value of the amount received less VAT, returns, premiums and discounts.
In particular, the revenues from the sale of goods are recognised when the significant risks
and benefits of the ownership of the assets are transferred to the purchaser.
Revenues for services are recognised when the services are provided, with reference to the amount of the service rendered in relation to the amount still to be rendered.
Financial income and expenses are recognised in accordance with the accruals concept on the basis of the interest matured on the net value of the relative financial assets and liabilities utilising the effective interest rate, therefore utilising the rate which is financially equivalent to all the cash inflows and outflows which comprise an operation. Therefore, in relation to capitalised financial charges, reference should be made to the measurement criteria of property, plant and machinery.
Dividends are recognised when the right of the shareholders to receive the payment is established, which normally corresponds to the shareholders' meeting resolution for their distribution. The distribution of dividends is therefore recognised as a liability in the financial statements in the period in which the distribution is approved by the Shareholders' Meeting.
Current income taxes are calculated on the basis of assessable income and in accordance with current legislation; consideration is also taken of the effects deriving from the national fiscal consolidation, in which the Company transfers to the Parent Company Caltagirone SpA its IRES balance.
Deferred tax assets and liabilities are calculated on temporary differences between the book values and the corresponding values recognised for fiscal purposes, based on the tax rates and the tax regulations in force or substantially in force at the date of the preparation of financial statements.
The recognition of deferred tax assets is made when their recovery is probable - that is when it is expected that there will be future assessable fiscal income sufficient to recover the asset. The recovery of the deferred tax asset is reviewed at each balance sheet date.
Current and deferred income taxes are recorded in the income statement, except those relating to accounts directly credited or debited to equity, in which case the fiscal effect is recognised directly to equity. Current and deferred taxes are compensated when the income
tax is applied by the same fiscal authority, there is a legal right of compensation and the payment of the net balance is expected.
Other taxes not related to income, such as taxes on property, are included under "Other operating expenses".
The preparation of the financial statements require the Directors to apply accounting principles and methods that, in some circumstances, are based on difficulties and subjective valuations and estimates based on the historical experience and assumptions which are from time to time considered reasonable and realistic based on the relative circumstances. The application of these estimates and assumptions impact upon the amounts reported in the financial statements, such as the financial situation and balance sheet, the income statement and the cash flow statement, and on the disclosures in the notes to the accounts. The final outcome of the accounts in the financial statements, which use the above-mentioned estimates and assumptions, may differ from those reported in the subsequent financial statements due to the uncertainty which characterises the assumptions and conditions upon which the estimates are based. The estimates and assumptions are reviewed periodically and the effects of each change are recognised in the income statement.
The accounting standards and accounts in the financial statements which require greater subjectivity in the preparation of the estimates and for which a change in the underlying conditions of the assumptions used may have a significant impact on the financial statements are as follows:
Income taxes: income taxes (current and deferred) are determined based on a prudent interpretation of the tax laws in force. This process may involve complex estimates in the determination of the assessable income and the temporary differences between the accounting and tax values. In particular, the valuation for the recoverability of the deferred tax assets, in relation to tax losses utilisable in subsequent years, and on temporary deductible differences, takes account of the estimates of expected future assessable income.
Doubtful debt provision: the recoverability of receivables is valued taking account of the non-payment risk, of aging of receivables and of the losses recorded in the past on similar receivables.
Employee benefits: the Post-employment provisions are calculated based on actuarial assumptions; changes in these assumptions may have significant effects on this provision.
Revenues: revenues are recognised based on the amounts paid in proportion to the state of advancement of works. The estimate of the forecast contract margin is a complex valuation process which includes the identification of various risks related to the operating activities, the market conditions and all other elements necessary to establish future costs and expected timelines for the completion of the project.
Risk provision for works in progress: the Company operates in business sectors with complex contractual conditions; to better support estimates, the Company has adopted contract risk analysis management procedures which identify, monitor and quantify risks relating to the execution of these contracts.
The accounting principles adopted are amended from one period to another only if the change is required by a standard and if this contributes to providing more reliable information on the effects of the operations on the balance sheet, income statement and cash flows of the enterprise.
The changes to the accounting standards are recorded retrospectively with the recording of the effect to net equity for the more remote periods reported. The other comparative amounts indicated for each period are adjusted as if the new standard had always been applied. The prospective approach is made only when it is impractical to reconstruct the comparative information.
The application of a new or amended accounting standard is accounted for in accordance with the requirements of the standard. If the standard does not permit a transition period, the change is accounted in accordance with the retrospective method, or if impractical, with the prospective method.
2014 Annual Report Vianini Lavori SpA 125
In the case of significant errors, the same method that is used for changes in accounting standards illustrated previously is applied. In the case of non-significant errors, these are accounted for in the income statement in the period in which they are noted.
Changes in estimates are accounted in accordance with the prospective method in the Income Statement in the period in which the change occurs only if impacting upon this latter or in the period in which the change occurs, and subsequent periods if the change also impacts upon future periods.
The activities of Vianini Lavori SpA are subject to various financial risks: market risks (raw materials prices), credit risk, exchange rate risk, interest rate risk and liquidity risk. The management of the financial risks of the company is undertaken through organisational directives which govern the management of these risks and the control of all operations which have importance in the composition of the financial and/or commercial assets and liabilities.
The Company has a minimal exposure to interest rate risk, which only affects the returns on liquidity held by the Company. Exchange rate risk is not considered a factor as operations and revenues exclusively relate to Italy, in addition to the principal costs.
The Company does not have particularly significant Credit risks. The operating procedures permit a control of the risk connected to the receivable, limiting the sales of products and/or services to clients without an adequate level of credit lines or guarantees.
Therefore, the maximum credit risk exposure is represented by the carrying value in the accounts.
The company is exposed in a non-significant manner to fluctuations in the prices of raw materials and services; this risk is, in fact, managed by the operating companies of the company, through recourse to a wide range of suppliers which permits the obtaining of the best market conditions and the agreement, where possible, of tender contracts with conditions containing risks related to the prices of raw materials.
The Company has not used derivative financial instruments, nor do specific financial risks exist in relation to price, credit or liquidity (other than that deriving from the operating activities).
Existing regulations and laws are rigorously applied to workplace health and security and hence govern this area of risk.
The intangible assets amounting to Euro 13 thousand (Euro 15 thousand at December 31st 2013) regard only software purchases.
| (in Euro thousands) | Patents | Total |
|---|---|---|
| Gross value at January 1st 2013 | 39 | 39 |
| Increases | 4 | 4 |
| Gross value at December 31st 2013 | 43 | 43 |
| Amortisation at January 1st 2013 | 20 | 20 |
| Amortisation | 8 | 8 |
| Amortisation at December 31st 2013 | 28 | 28 |
| Net value at December 31st 2013 | 15 | 15 |
| Patents | Total | |
|---|---|---|
| Gross value at January 1st 2014 | 43 | 43 |
| Increases | 7 | 7 |
| Decreases | (24) | (24) |
| Gross value at December 31st 2014 | 26 | 26 |
| Amortisation at January 1st 2014 | 28 | 28 |
| Amortisation | 9 | 9 |
| Decreases | (24) | (24) |
| Amortisation at December 31st 2014 | 13 | 13 |
| Net value at December 31st, 2014 | 13 | 13 |
At December 31, 2014, property, plant and equipment amounted to Euro 349 thousand (Euro 320 thousand at December 31st 2013).
The additional disclosures required for each property, plant and equipment are provided below:
| (in Euro thousands) | Land and Buildings |
Buildings | Plant and machinery |
Other assets |
Total |
|---|---|---|---|---|---|
| Gross value at December 31st 2013 |
163 | 70 | 412 | 641 | 1,286 |
| Increases | - | - | 1 | 29 | 30 |
| Decreases | - | - | (1) | (22) | (23) |
| Gross value at December 31st 2013 |
163 | 70 | 412 | 648 | 1,293 |
| Depreciation at January 1st 2013 |
- | - | 380 | 585 | 965 |
| Depreciation | - | - | 8 | 23 | 31 |
| Decreases | - | - | (1) | (22) | (23) |
|---|---|---|---|---|---|
| Depreciation at December 31st 2013 |
- | - | 387 | 586 | 973 |
| Net value at December 31st 2013 |
163 | 70 | 25 | 62 | 320 |
| Gross value at January 1st 2014 |
163 | 70 | 412 | 648 | 1,293 |
| Increases | - | - | 2 | 62 | 64 |
| Decreases | - | - | - | (11) | (11) |
| Gross value at December 31st 2014 |
163 | 70 | 414 | 699 | 1,346 |
| Depreciation at January 1st 2014 |
- | - | 387 | 586 | 973 |
| Depreciation | - | - | 9 | 26 | 35 |
| Decreases | - | - | - | (11) | (11) |
| Depreciation at December 31st 2014 |
- | - | 396 | 601 | 997 |
| Net value at December 31st 2014 |
163 | 70 | 18 | 98 | 349 |
The property, plant and equipment do not have any restrictions on ownership; the changes relate to normal operating activity.
For information on the useful life of the assets, reference should be made to the accounting principles.
For the depreciation in the year, reference should be made to note 21. Depreciation is calculated considering the technical use, technological obsolescence and the estimated realisable value.
| (in Euro thousands) | 01.01.2013 | Increase | Decrease | 31.12.2013 |
|---|---|---|---|---|
| Torre Spaccata building | 3,000 | - | - | 3,000 |
| Total | 3,000 | - | - | 3,000 |
| 01.01.2014 | Increase | Decrease | 31.12.2014 | |
| Torre Spaccata building | 3,000 | - | - | 3,000 |
| Total | 3,000 | - | - | 3,000 |
Investment property amounts to Euro 3 million and consists of a building in the Torrespaccata area (Rome) rented to third parties until December 31st 2013. The building is recorded at fair value, determined on the basis of an independent expert's valuation report, with reference to the real estate market. There are no secured guarantees on the building.
2014 Annual Report Vianini Lavori SpA 129
The total amounts to Euro 508.24 million (Euro 505.41 at December 31st 2013), a net increase of Euro 2.83 million, as shown in the table below:
| (in Euro thousands) | 31.12.2013 | Acquisitions | Disposals | Revaluations (Write-downs) |
31.12.2014 |
|---|---|---|---|---|---|
| Subsidiaries | 354,786 | 14 | - | 2,732 | 357,532 |
| Associated companies | 123,585 | 90 | - | - | 123,675 |
| Other companies | 27,042 | - | (8) | - | 27,034 |
| Total | 505,413 | 104 | (8) | 2,732 | 508,241 |
Subsidiary companies: The increase of Euro 2.73 million concerns the write-back of the investments in So.Fi.Cos. Srl (Euro 111 thousand) and Viafin Srl (Euro 2.62 million) to restore the carrying value, as the reasons for the loss in value recorded in previous years of shares held in portfolio no longer exist.
The acquisition for Euro 14 thousand concerns the investment upon incorporation in the Company Metrofc Scarl, for 70% of the share capital.
Associated companies: The increase of Euro 91 thousand concerns the increase in the investment in the Company Tor Vergata Scarl (Euro 77 thousand) following the acquisition of Euro 0.766% of the share capital, the reclassification to associated companies of the investment in the Company Riviera Scarl (Euro 10 thousand), following the increase in the investment to 20.702% as a result of the acquisition of a further share of 3.838%. The remaining Euro 3 thousand concerns the share capital increase of the company Rofin 2008 S.r.l., entirely written-down in the previous year.
Other companies: The decrease of Euro 8 thousand follows the reclassification of the investment in Riviera Scarl to Associated Companies, as stated previously.
The subsidiary companies of Vianini Lavori SpA are as follows:
| Company | % held | Book value at | Revaluations/ (Write-downs) |
Book value | % held | ||
|---|---|---|---|---|---|---|---|
| Indirec | December 31st | at December | Indirec | ||||
| direct | t | 2013 | 31st 2013 | direct | t | ||
| Vianini Ingegneria Spa | 99.99 | 160 | 160 | 99.99 | |||
| Cons.Vianini Porto | |||||||
| Torre | 75 | 19 | 19 | 75 | |||
| S.I.ME. Spa | 99.89 | 2,067 | 2,067 | 99.89 | |||
| Dir.Na. Scarl in liquid. | 91.83 | 37 | 37 | 91.83 | |||
| Buccimazza I.W.CO | 0.01 | 99.99 | - | - | 0.01 | 99.99 | |
| So.Fi.Cos.Srl | 99.99 | 0.01 | 52,817 | 30,015 | 82,832 | 99.99 | 0.01 |
| Viafin Srl | 99.99 | 0.01 | 169,002 | 6,764 | 175,766 | 99.99 | 0.01 |
| San Benedetto Scarl | 54 | 6 | 6 | 54 | |||
| S.E.D.E.C. SAE | 100 | - | - | - | |||
| Consorzio del Sinni | 40.96 | 8 | 8 | 40.96 | |||
| Viapar Srl | 99.99 | 0.01 | 56,450 | 12,941 | 69,391 | 99.99 | 0.01 |
| Vianco SpA | 99.99 | 0.01 | 24,500 | - | 24,500 | 99.99 | 0.01 |
| 305,066 | 49,720 | 354,786 |
| Book value | Book value | |||||||
|---|---|---|---|---|---|---|---|---|
| Company | % held | at | Revaluation | at | % held | |||
| Indirec | December | Acquisitio | s/(Write | December | Indire | |||
| direct | t | 31st 2014 | ns | downs) | 31st 2014 | direct | ct | |
| Vianini Ingegneria Spa | 99.99 | 160 | 160 | 99.99 | ||||
| Cons.Vianini Porto Torre | 75 | 19 | 19 | 75.00 | ||||
| S.I.ME. Spa | 99.89 | 2,067 | 2,067 | 99.89 | ||||
| Dir.Na. Scarl in liquid. | 91.83 | 37 | 37 | 91.83 | ||||
| Buccimazza I.W.CO | 0.01 | 99.99 | - | - | 0.01 | 99.99 | ||
| So.Fi.Cos.Srl | 99.99 | 0.01 | 82,832 | 111 | 82,943 | 99.99 | 0.01 | |
| Viafin Srl | 99.99 | 0.01 | 175,766 | 2,621 | 178,387 | 99.99 | 0.01 | |
| San Benedetto Scarl | 54 | 6 | 6 | 54.00 | ||||
| S.E.D.E.C. SAE | - | - | - | - | ||||
| Consorzio del Sinni | 40.96 | 8 | 8 | 40.96 | ||||
| Viapar Srl | 99.99 | 0.01 | 69,391 | 69,391 | 99.99 | 0.01 | ||
| Vianco SpA | 99.99 | 0.01 | 24,500 | 24,500 | 99.99 | 0.01 | ||
| Metrofc Scarl | - | 14 | 14 | 70.00 | ||||
| 354,786 | 14 | 2,732 | 357,532 |
The investment in associated companies are comprised of:
| Book value at December |
Book value at December |
|||||
|---|---|---|---|---|---|---|
| Company | % held | 31st 2013 | Acquisitions | Disposals | 31st 2013 | % held |
| Fe.Lo.Vi Scnc in liquid. | 32.5 | 9 | 9 | 32.5 | ||
| Sele Scarl in liquid. | 40 | 11 | 11 | 40 | ||
| Scat 5 Scarl in Liquid.ne | 37.5 | 8 | 8 | 37.5 | ||
| Angitola Scarl in liquid. | 50 | 8 | 8 | 50 | ||
| Sud Est Scarl in liquid. | 34 | 11 | 11 | 34 | ||
| Rofin 2008 Srl | 30 | - | - | 30 | ||
| Nova Metro Scarl in liquid. | 36.14 | 12 | 12 | 36.14 | ||
| Consorzio Co.Ma.VI. | 28 | 289 | 289 | 28 | ||
| Sud Metro Scarl | 23.16 | 11 | 11 | 23.16 | ||
| Metrotec Scarl | 46.43 | 23 | 23 | 46.43 | ||
| Consorzio Vidis in liquid. | 25 | 6 | 6 | 25 | ||
| Consorzio Saline Joniche | 31 | 5 | 5 | 31 |
| Metrosud Scarl in Liquid.ne Eurostazioni Spa |
23.16 32.71 |
24 50,763 |
24 50,763 |
23.16 32.71 |
||
|---|---|---|---|---|---|---|
| Tor Vergata Scarl | 25.51 | 589 | 641 | 1,230 | 31.98 | |
| Add.Pon.Barca Scarl in Liq. | 24.33 | 11 | (11) | - | - | |
| Nuovo Polo Fieristico Scarl in | ||||||
| Liq. | 25 | 10 | 10 | 25 | ||
| Acqua Campania Spa | 47.9 | 10,370 | 10,370 | 47.9 | ||
| Metro C ScpA | 34.5 | 51,750 | 51,750 | 34.5 | ||
| SAT Lavori Scarl | 44.55 | 45 | (10) | 35 | 34.65 | |
| Metro B Srl | 45.01 | 9,002 | 9,002 | 45.01 | ||
| Caposele Scarl | 41.05 | 8 | 8 | 41.05 | ||
| 122,965 | 641 | (21) | 123,585 |
| Book value at December |
Book value at December |
||||
|---|---|---|---|---|---|
| Company | % held | 31st 2014 | Acquisitions | 31st 2014 | % held |
| Fe.Lo.Vi Scnc in liquid. | 32.5 | 9 | 9 | 32.5 | |
| Sele Scarl in liquid. | 40 | 11 | 11 | 40 | |
| Scat 5 Scarl in Liquid.ne | 37.5 | 8 | 8 | 37.5 | |
| Angitola Scarl in liquid. | 50 | 8 | 8 | 50 | |
| Sud Est Scarl in liquid. | 34 | 11 | 11 | 34 | |
| Rofin 2008 Srl | 30 | - | 3 | 3 | 30 |
| Nova Metro Scarl in liquid. | 36.14 | 12 | 12 | 36.14 | |
| Consorzio Co.Ma.VI. | 28 | 289 | 289 | 28 | |
| Sud Metro Scarl | 23.16 | 11 | 11 | 23.16 | |
| Metrotec Scarl | 46.43 | 23 | 23 | 46.43 | |
| Consorzio Vidis in liquid. | 25 | 6 | 6 | 25 | |
| Consorzio Saline Joniche | 31 | 5 | 5 | 31 | |
| Metrosud Scarl in Liq. | 23.16 | 24 | 24 | 23.16 | |
| Eurostazioni Spa | 32.71 | 50,763 | 50,763 | 32.71 | |
| Tor Vergata Scarl | 31.98 | 1,230 | 77 | 1,307 | 32.75 |
| Riviera Scarl | - | - | 10 | 10 | 20.7 |
| N. Polo Fieristico Scarl in Liq. | 25 | 10 | 10 | 25 | |
| Acqua Campania Spa | 47.9 | 10,370 | - | 10,370 | 47.9 |
| Metro C ScpA | 34.5 | 51,750 | 51,750 | 34.5 | |
| Sat Lavori Scarl | 44.55 | 35 | - | 35 | 34.65 |
| Metro B Srl | 45.01 | 9,002 | - | 9,002 | 45.01 |
| Caposele Scarl | 41.05 | 8 | - | 8 | 41.05 |
| 123,585 | 90 | 123,675 |
The investment in other companies consist of:
| Revaluation/ | |||||
|---|---|---|---|---|---|
| Company | % held | Book value at 01/01/2013 |
(Write downs) |
Book value at 31/12/2013 |
% held |
| Cons.zio Tra.De.Civ. Consorzio Iricav Uno Pantano Scarl |
11.33 16.28 14.5 |
18 72 39 |
13 | 18 85 39 |
11.33 16.28 14.5 |
| Igei Spa in liquid. | 9.6 | 744 | 744 | 9.6 | |
|---|---|---|---|---|---|
| Irina Srl in Liquid. | 14.1 | 86 | 86 | 14.1 | |
| Consorzio Cpr2 | 13.6 | - | - | 13.6 | |
| Consorzio Cpr3 | 13.64 | - | - | 13.64 | |
| Costr.ri Romani Riuniti | 0.25 | - | - | - | |
| Cons.Giardino di Roma | 10.94 | 1 | 1 | 10.94 | |
| Società Mista Libyan | 0.33 | 9 | 9 | 0.33 | |
| Amp Scpa | 10 | 10 | 10 | 10 | |
| Con.Duemilacinquanta | 18 | 59 | 59 | 18 | |
| MN 6 Scarl | 1 | 1 | 1 | 1 | |
| Acq. Blu Arno Basso Spa | 10 | 1,903 | 1,903 | 10 | |
| Ombrone Spa | 0.12 | 8 | 8 | 0.12 | |
| Metrop.tana di Napoli Spa | - | - | |||
| Cons.Pon.Stret. Messina in Liq. | 12.9 | 13 | 13 | 12.9 | |
| Soc.Passante Torino scrl | 17 | 8 | 8 | 17 | |
| Parted 1982 Spa | 10.1 | 28,430 | (4,400) | 24,030 | 10.1 |
| Acque Blu Fioren.e Spa | 0.16 | 20 | 20 | 0.16 | |
| Riviera Scarl | 16.86 | 8 | 8 | 16.86 | |
| 31,429 | (4,387) | 27,042 |
| Amount book |
Amount book |
||||
|---|---|---|---|---|---|
| Company | % held | value at |
Disposals | value at |
% held |
| 01/01/2014 | 31/12/2014 | ||||
| Consorzio Tra.De.Civ. | 11.33 | 18 | 18 | 11.33 | |
| Consorzio Iricav Uno | 16.28 | 85 | 85 | 16.28 | |
| Pantano Scarl | 14.5 | 39 | 39 | 14.5 | |
| Igei Spa in liquid. | 9.6 | 744 | 744 | 9.6 | |
| Irina Srl in Liquid. | 14.1 | 86 | 86 | 14.1 | |
| Consorzio Cpr2 | 13.6 | - | - | 13.6 | |
| Consorzio Cpr3 | 13.64 | - | - | 13.64 | |
| Consorzio Giardino di Roma | 10.94 | 1 | 1 | 10.94 | |
| Società Mista Libyan | 0.33 | 9 | 9 | 0.33 | |
| Amp Scpa | 10 | 10 | 10 | 10 | |
| Con.orzio Duemilacinquanta | 18 | 59 | 59 | 18 | |
| MN 6 Scarl | 1 | 1 | 1 | 1 | |
| Acque Blu Arno Basso Spa | 10 | 1,903 | 1,903 | 10 | |
| Ombrone Spa | 0.12 | 8 | 8 | 0.12 | |
| Metropolitana di Napoli Spa | - | - | |||
| Cons.Ponte Stretto Messina in Liq. | 12.9 | 13 | 13 | 12.9 | |
| Soc.Pass.nte di Torino Scarl | 17 | 8 | 8 | 17 | |
| Parted 1982 Spa | 10.1 | 24,030 | 24,030 | 10.1 | |
| Acque Blu Fiorentine Spa | 0.16 | 20 | 20 | 0.16 | |
| Riviera Scarl | 16.86 | 8 | (8) | - | - |
| 27,042 | (8) | 27,034 |
These investments are valued at cost, adjusted for loss in value, as considered to approximate fair value.
No write-downs were recognised following a comparison between the cost of the investment in Parted 1982 Spa and the pro quota share of net equity, which takes into account the effects from the impairment test on goodwill and on the newspaper titles of the companies belonging to the Caltagirone Editore Group, in which Parted 1982 SpA has a shareholding of 35.56%, as the impairment test did not highlight any loss in value.
The key information on the significant associated companies from the last approved financial statements or those in course of approval are listed below:
| total | |||||
|---|---|---|---|---|---|
| Company | % held | total assets | liabilities | revenues | Profit/(Loss) |
| Fe.Lo.Vi Scnc in liquid. | 32.5 | 588 | 563 | 7 | -- |
| Sele Scarl in liquid. | 40 | 216 | 190 | 1 | -- |
| Scat 5 Scarl in Liquidazione | 37.5 | 246 | 220 | 9 | -- |
| Angitola Scarl in liquid. | 50 | 378 | 363 | 1 | -- |
| Sud Est Scarl in liquid. | 34 | 548 | 517 | 2 | -- |
| Rofin 2008 Srl | 30 | 9 | 1 | -- | (2) |
| Nova Metro Scarl in liquid. | 36.14 | 472 | 431 | 42 | -- |
| Consorzio Co.Ma.VI. | 28 | 1,323 | 290 | 8 | -- |
| Sud Metro Scarl | 23.16 | 11,569 | 11,519 | 18,755 | -- |
| Metrotec Scarl | 46.43 | 2,716 | 2,666 | 3,297 | -- |
| Consorzio Vidis in liquid. | 25 | 42 | 28 | -- | (1) |
| Consorzio Saline Joniche | 31 | 210 | 195 | 1 | -- |
| Metrosud Scarl in Liquid. | 23.16 | 1,251 | 1,148 | 48 | -- |
| EuroStazioni SpA | 32.71 | 157,881 | 96 | -- | (158) |
| Tor Vergata Scarl | 32.75 | 18,411 | 18,380 | 17,368 | -- |
| Nuovo Polo Fieristico Scarl in Liq. | 25 | 1,180 | 1,140 | 8 | -- |
| Acqua Campania Spa | 47.9 | 314,529 | 304,369 | 61,562 | 4,170 |
| Metro C Scpa | 34.5 | 393,374 | 243,853 | 162,633 | -- |
| Sat Lavori Scarl | 34.65 | 19,068 | 18,968 | 19,276 | -- |
| Metro B Srl | 45.01 | 18,147 | 110 | - | (467) |
| Caposele Scarl | 41.05 | 22,272 | 22,252 | 17,223 | -- |
| Riviera Scarl | 20.7 | 12,830 | 12,780 | 2,455 | - |
The account, amounting to Euro 29 thousand, principally relates to receivables for deposits due within five years.
The breakdown is as follows:
(in Euro thousands) 31.12.2014 31.12.2013
| Receivables from associated companies |
7,201 | 6,316 |
|---|---|---|
| Receivables from other Group | 5,538 | 4,603 |
| companies Receivables from third parties |
1,458 | 1,124 |
| Total non-current receivables | 14,197 | 12,043 |
Non-current receivables relate to the guarantee withholding on works in progress with payment not yet due. They were discounted based on the effective interest rate.
Receivables from related parties include the receivables from the associated companies Metro C ScpA (Euro 7.15 million) and SAT Lavori Scarl (Euro 48 thousand), the Related Consortiums Tra.De.Civ. (Euro 3.98 million), MN6 Scarl (Euro 1.34 million) and Metropolitana di Napoli (Euro 209 thousand).
The increase in the year is related to work carried out on the construction of Line C of the Rome Metro and Line 1 of the Naples Metro.
Deferred taxes are calculated on the temporary differences between the assessable taxable income and the result from the financial statements.
Deferred tax assets amounted to Euro 747 thousand (Euro 718 thousand at December 31st 2013). The temporary differences that resulted in the recording of deferred tax assets relate to non tax deductible provisions.
There are no fiscal losses carried forward.
The deferred tax liabilities amounting to Euro 643 thousand (Euro 638 thousand at December 31st 2013) principally arise on the future fiscal deductibility of the increases in property values following their fair value valuation (Euro 323 thousand).
(in Euro thousands)
The breakdown of current tax assets is as follows:
| Deferred tax assets | 01.01.2013 | Provisions | Utilisations | 31.12.2013 |
|---|---|---|---|---|
| Diff. depreciation rates | 54 | - | (26) | 28 |
| Provisions for risks and charges |
644 | - | (16) | 628 |
| Others | 106 | 10 | (54) | 62 |
|---|---|---|---|---|
| Total | 804 | 10 | (96) | 718 |
| Deferred tax liabilities | ||||
| Tax Provisions | 593 | - | - | 593 |
| Others | 53 | - | (8) | 45 |
| Total | 646 | - | (8) | 638 |
| Deferred tax assets | 01.01.2014 | Provisions | Utilisations | 31.12.2014 |
| Diff. depreciation rates | 28 | - | (10) | 18 |
| Provisions for risks and | ||||
| charges | 628 | 30 | - | 658 |
| Others | 62 | 17 | (8) | 71 |
| Total | 718 | 47 | (18) | 747 |
| Deferred tax liabilities | ||||
| Tax Provisions | 593 | 7 | - | 600 |
| Others | 45 | - | (2) | 43 |
| Total | 638 | 7 | (2) | 643 |
The breakdown of current tax payables is as follows:
| (in Euro thousands) | 31.12.2014 | 31.12.2013 |
|---|---|---|
| Gross values for IRAP regional | ||
| tax | - | (535) |
| Payments on account | - | 365 |
| Total | - | (170) |
The IRES income tax payable (Euro 1.1 million) was transferred to the Parent Company following the compliance of Vianini Lavori SpA to the Caltagirone SpA tax consolidation.
| (in Euro thousands) | 2014 | 2013 |
|---|---|---|
| IRES | 1,188 | 2,070 |
| IRAP | 372 | 535 |
| Current income taxes | 1,560 | 2,605 |
| Deferred tax charges | 8 | (2) |
| Deferred tax income | (29) | 86 |
| Total income taxes | 1,539 | 2,689 |
The breakdown of income taxes is as follows:
| 2014 | 2013 | |
|---|---|---|
| Current and deferred IRES tax Current and deferred |
1,171 | 2,149 |
| IRAP tax | 368 | 540 |
| 1,539 | 2,689 |
The reconciliation of the theoretical and actual tax rate is as follows:
| (in Euro thousands) | 2014 | |
|---|---|---|
| Assessable | Amount | |
| IRES | ||
| Profit before taxes | 9,550 | 27.50% |
| Theoretical tax income | - | 2,626 |
| Dividends | (2,471) | - |
| Losses on equities | 8 | - |
| Revaluations of investments | (2,731) | - |
| Revenues exempt | (80) | |
| Other | (18) | - |
| Total | 4,258 | 1,171 |
| Actual tax charge | 12.26% |
In relation to a notification pursuant to Article 37 bis of Presidential Decree 600/1973 following an inspection by the Finance Department of the subsidiary Viafin Srl concerning tax year 2006, on December 5th 2014 a total payment request of Euro 1,551,701.12 was notified, following the unfavourable judgement against the company by the Rome Provincial Tax Commission, by the Tax Office and also to Vianini Lavori SpA in its position as consolidating company of Viafin Srl.. Following this judgment, both the Company and the Subsidiary presented on February 11th 2015 an appeal at the Regional Tax Commission. It is expected that this appeal will result in a favourable outcome and the Directors, supported by their tax advisers, consider the risk of any financial liability remote and, consequently, have not accrued any provision in the accounts. The Rome Provincial Tax Commission has not yet set a date for the appeal hearing.
| (in Euro thousands) | 31.12.2014 | 31.12.2013 |
|---|---|---|
| Payables for contract work in progress | 31,431 | 18,259 |
| Total | 31,431 | 18,259 |
The account concerns the gross amount due from clients for contracts in progress for which
2014 Annual Report Vianini Lavori SpA 137
costs incurred plus recognised profits (less recognised losses) exceeds progress billings. At December 31st 2014, the work-in-progress principally related to the work on the Pavoncelli Bis Tunnel, Line C of the Rome Metro, of Tor Vergata, Lines 1 and 6 of the Naples Metro, the Livorno – Civitavecchia Motorway and Lots 6 and 7 of the Florence/Bologna Motorway Pass. The increase in the year is related to increased production not covered by the state of advancement of works on Line C of the Rome Metro.
In relation to the contracts in course, the costs incurred to date amount to approx. Euro 2,330 million and the relative profits Euro 347 million.
The breakdown is as follows:
| (in Euro thousands) | 31.12.2014 | 31.12.2013 |
|---|---|---|
| Trade receivables | 15,885 | 17,805 |
| Provision for doubtful debt | (500) | (535) |
| Advances to suppliers | 106 | 107 |
| Trade receivables | 15,491 | 17,377 |
| Receivables from subsidiaries | 2,962 | 3,277 |
| Receivables from associated companies | 9,326 | 19,427 |
| Receivables from holding companies | 21 | 9 |
| Receivables from other related parties | 11,760 | 11,624 |
| Trade receivables from related parties | 24,069 | 34,337 |
| Total trade receivables | 39,560 | 51,714 |
"Trade receivables" relate to domestic clients.
The account principally relates to amounts due from general contractors for the advancement stage of work issued and invoiced of approx. Euro 7 million and to be invoiced of Euro 7.46 million and withholding guarantees from Buyers under contractual clauses for Euro 349 thousand. The higher amounts concern the Tor Vergata University (Euro 4.8 million) and Ente Irrigazione di Puglia e Lucania (Euro 8 million).
The receivables are shown net of a doubtful debt provision on interest charged of Euro 197 thousand and a doubtful debt provision of Euro 303 thousand.
The "Receivables from subsidiaries" includes the receivables from the Company S.I.ME. SpA for invoices issued (Euro 200 thousand) and to be issued (Euro 21 thousand) and San Benedetto Val di Sambro Scarl for invoices issued (Euro 555 thousand) and credit notes to be received (Euro 2.10 million).
"Receivables from associated companies" principally relate to transactions with consortium
companies and the largest amounts concern Metro C S.c.p.A. (Euro 4.95 million), SAT Lavori Scarl (Euro 2.06 million), Tor Vergata Scarl (Euro 929 thousand) and NPF – Nuovo Polo Fieristico Scarl in liquidation (Euro 285 thousand).
The "Receivables from other related companies" are of a commercial nature, principally from the Tradeciv Consortium (Euro 1.65 million) and Riviera Scarl (Euro 453 thousand), relating to the construction of the Naples Metro, from Passante di Torino Scarl (Euro 959 thousand) concerning the development of the Turin rail hub and Fabrica Immobiliare SGR SpA (Euro 8 million), relating to residential construction.
Trade receivables do not have significant concentration of credit risk, and in particular the overdue receivables from clients are as follows:
| Not yet due |
1-30 days |
30-60 days |
60-90 days |
Over 90 days |
Overdue | Total gross values |
Doubtful debt and interest provision |
Total net values |
|
|---|---|---|---|---|---|---|---|---|---|
| 31/12/2013 | 10,683 | 39 | - | 609 | 6,474 | 7,122 | 17,805 | (535) | 17,270 |
| 31/12/2014 | 8,517 | 17 | 2,077 | 2 | 5,272 | 7,368 | 15,885 | (500) | 15,385 |
The breakdown is as follows:
| (in Euro thousands) | 31.12.2014 | 31.12.2013 |
|---|---|---|
| Financial assets from holding companies | 1 | 1 |
| Financial assets from subsidiaries | 12,915 | 9,397 |
| Financial assets from associated companies | 2,156 | 2,075 |
| Financial assets from other related parties | 255 | 954 |
| Financial assets from related parties | 15,327 | 12,427 |
| Financial assets from third parties | 33 | 72 |
| Financial assets from third parties | 33 | 72 |
| Total current financial assets | 15,360 | 12,499 |
The financial assets from group companies principally refer to non-interest bearing loans, repayable on demand, made to the subsidiaries in support of investments. The exposure principally refers to the subsidiaries Vianco SpA (Euro 100 thousand), So.Fi.Cos. Srl (Euro 11.46 million), Sime SpA (Euro 660 thousand), Dir.Na. Scarl (Euro 611 thousand), Caposele Scarl (Euro 1.86 million) and the related company Parted 1982 SpA (Euro 104 thousand).
The breakdown is as follows:
| (in Euro thousands) | 31.12.2014 | 31.12.2013 |
|---|---|---|
| Social security institutions | 46 | 2 |
| Other receivables | 1,762 | 3,042 |
| Prepayments Other current assets from third |
- | 139 |
| parties | 1,808 | 3,183 |
| Receivables from subsidiaries | 239 | 239 |
| Receivables from parent companies Other current assets from related |
1,034 | 390 |
| parties | 1,273 | 629 |
| Total other current assets | 3,081 | 3,812 |
Other Receivables include the receivable for sums received on behalf of the consortiums in which Vianini Lavori participates, in the course of transfer at December 31st 2014 (Euro 986 thousand), the tax receivable for sums withheld for which recovery actions are in course (Euro 384 thousand) and for ILOR repayment from previous years (Euro 278 thousand).
The receivables from subsidiaries derive from credit positions in previous years within the tax consolidation from the companies Vianini Ingegneria SpA (Euro 60 thousand) and Lav 2004 Srl (Euro 179 thousand).
Receivables from Parent Companies entirely refer to the receivable for the VAT consolidation from Caltagirone SpA.
The breakdown is as follows:
| (in Euro thousands) | 31.12.2014 | 31.12.2013 |
|---|---|---|
| Bank and postal deposits from third parties | 9,547 | 7,779 |
| Bank and postal deposits from related parties | 1,366 | 409 |
| Cash in hand and similar | 3 | 2 |
| Total cash and cash equivalents | 10,916 | 8,190 |
The increase in cash and cash equivalents is principally due to the increase in operating cash flows.
Bank deposits have an average interest rate of 0.73%.
2014 Annual Report Vianini Lavori SpA 140
For the movements in the Shareholders' Equity, reference should be made to the Financial Statements.
The movements in the Shareholder Equity accounts derive from the recording of the income and charges recorded directly to equity following the application of the accounting standards and the implementation of the shareholder resolutions of April 23rd 2014.
The share capital at December 31, 2014 consists of 43,797,507 ordinary shares with a value of Euro 1 each.
The other reserves amount to Euro 459.31 million (Euro 409.40 million at December 31st 2013), and consist of:
| (in Euro thousands) | 31.12.2014 | 31.12.2013 |
|---|---|---|
| Share premium reserve | 39,545 | 39,545 |
| Other reserves | 1,638 | 1,638 |
| Legal Reserve | 8,760 | 8,760 |
| Extraordinary reserve | 286,691 | 286,691 |
| Treasury shares sales gains reserves | 5,891 | 5,891 |
| F.T.A. IAS reserve | 1,200 | 1,206 |
| Retained earnings | 115,584 | 65,666 |
| Total Other Reserves | 459,309 | 409,397 |
The retained earnings include the merger surplus (Euro 49.89 million) which derives from the incorporation of Esperia SpA.
The other IAS reserves, arising from the First-Time Application of the IAS/IFRS, are composed of:
| (in Euro thousands) | 31.12.2014 | 31.12.2013 |
|---|---|---|
| Fair Value Reserve | 1,254 | 1,254 |
| Employee Indemnity Actuarial Reserve | (54) | (48) |
| Total Other Reserves | 1,200 | 1,206 |
The shareholders' equity reserves with indication of their nature, possibility of utilisation and distribution are shown below.
| Summary of utilisations made in the three previous years |
|||||
|---|---|---|---|---|---|
| Nature/description | Amount | Possibility of utilisation |
Quota available |
to cover losses |
for other reasons |
| Share Capital | 43,797 | - | - | - | - |
| Share premium reserve | 39,545 | A B C | 39,545 | - | - |
| Legal reserve | 8,760 | B | - | - | - |
| Extraordinary reserve | 286,691 | A B C | 286,691 | 6,065 | - |
| Other reserves | 1,638 | A B C | 1,638 | - | - |
| IAS Reserve | 1,200 | ||||
| Treasury shares sales gains reserves | 5,891 | A B C | 5,891 | - | - |
| Retained earnings | 131,629 | A B C | 131,629 | 13,139 | |
| Losses carried forward | (16,045) | ||||
| 503,106 | |||||
| Total available | 465,394 | ||||
| Non-distributable quota | 16,045 | ||||
| Residual quota distributable | 449,349 | ||||
| Key: | |||||
| A: for share capital increase |
B: to cover losses
C: for distribution to shareholders
In addition, information is provided of the dividends approved and paid in the years 2014 and 2013:
| 2014 (Euro per |
2013 | 31.12.2014 (Euro |
31.12.2013 (Euro |
|
|---|---|---|---|---|
| share) | (Euro per share) | thousands) | thousands) | |
| Dividend approved | 0.10 | 0.10 | 4,380 | 4,380 |
At the Shareholders' Meeting of April 23rd 2014, a dividend was approved for distribution to the Shareholders of a total amount of Euro 4.38 million, amounting to Euro 0.10 per ordinary share, utilising the retained earnings reserve.
Post-employment benefits represents a liability, not financed and fully provisioned, relating to the benefits recognised to employees and paid either on termination or after employment service ends. This liability is a defined benefit plan and therefore is determined applying the actuarial method.
The assumptions of the actuarial calculations are as follows.
| Values in % | 31/12/2014 | 31/12/2013 |
|---|---|---|
| Annual technical discounting rate | 1.60% | 3.10% |
| Annual inflation rate | 1.50% | 2.20% |
| Annual rate of salary increases Annual increase in employee leaving |
3.00% | 3.50% |
| indemnity | 2.62% | 3.15% |
The movements in the year are as follows:
| (in Euro thousands) | 31/12/2014 | 31/12/2013 |
|---|---|---|
| Net liability at January 1st | 655 | 725 |
| Revaluation (Interest Cost) | 22 | 22 |
| Actuarial Profit/(Loss) recognised in the year | 9 | 20 |
| (Services paid) | (106) | (112) |
| Net liability at December 31st | 580 | 655 |
The total costs relating to personnel are as follows:
| (in Euro thousands) | 2014 | 2013 |
|---|---|---|
| Company employees | ||
| Wages and salaries | 2,868 | 2,862 |
| Social security | 969 | 997 |
| Other costs | 1,056 | 1,300 |
| 4,893 | 5,159 | |
| Employees of consortiums and consortium | ||
| companies | 7,586 | 8,135 |
| Total labour costs | 12,479 | 13,294 |
The account Other Costs included the post-employment benefits transferred to the INPS Treasury Fund and to the supplementary pension for Euro 180 thousand.
For a better understanding of the costs relating to employees, it should be noted that the charges incurred by the Companies operating under the so-called "cost recharging" system, are included under service costs.
The percentage of labour costs, as determined above, is 6.65% of operating revenues.
| 31.12.2014 | 31.12.2013 | Average 2014 |
Average 2013 |
|
|---|---|---|---|---|
| Executives | 12 | 13 | 12 | 12 |
| Managers & white collar |
29 | 26 | 27 | 27 |
| Blue-collar | 1 | 1 | 1 | 1 |
| Total | 42 | 40 | 40 | 40 |
For further information on the workforce of the company, including personnel of the consortium enterprises, determined based on the quota within these consortiums, information is provided below:
| 31.12.2014 | Blue collar 35 |
White collar 77 |
Executives 16 |
Total 128 |
|---|---|---|---|---|
| Blue collar |
White collar |
Executives | Total | |
| 31.12.2013 | 36 | 90 | 17 | 143 |
| Non-current provisions | Risks on orders | Dispute risks | Other risks | Total |
|---|---|---|---|---|
| Balance at January 1st 2013 |
920 | 600 | 790 | 2,310 |
| Provisions | - | - | - | - |
| Utilisations Balance at December 31st |
(50) | - | - | (50) |
| 2013 | 870 | 600 | 790 | 2,260 |
| Balance at January 1st 2014 |
870 | 600 | 790 | 2,260 |
| Provisions | - | 67 | - | 67 |
| Utilisations Balance at December 31st |
- | - | - | - |
| 2014 | 870 | 667 | 790 | 2,327 |
The provisions on orders relate to the specific provisions made in relation to orders completed but not yet checked by the General Contractor.
The other provisions for risks principally relate to potential charges related to contractual commitments undertaken on the sale of buildings classified under investment property.
The provision in the period relates to an adjustment to the risks provision established on the basis of a number of legal disputes.
| Current provisions | Risks on Investments | Total |
|---|---|---|
| Balance at January 1st 2013 |
3,234 | 3,234 |
| Provisions 2013 | 18 | 18 |
| Decreases 2013 | (3,234) | (3,234) |
| Balance at December 31st 2013 |
18 | 18 |
| Provisions 2014 | - | - |
| Decreases 2014 Balance at December 31st 2014 |
(18) - |
(18) - |
The decrease in the year concerns the coverage of prior year losses of the Associated Company Rofin 2008 Srl.
(in Euro thousands)
| Other non-current liabilities | 31/12/2014 | 31/12/2013 |
|---|---|---|
| Other Payables | 14 | 68 |
| Deferred income | - | 540 |
| 14 | 608 | |
| Other current liabilities | ||
| Subsidiaries | 34 | 23 |
| Associated companies | 38,664 | 40,571 |
| Payables to parent companies | 3,486 | 3,169 |
| Payables to other related companies | 533 | 533 |
| Other current liabilities - related parties | 42,717 | 44,296 |
| Social security institutions | 248 | 239 |
| Employee payables | 285 | 263 |
| Other payables | 8,364 | 12,781 |
| Other current liabilities - third parties | 8,897 | 13,283 |
| 51,614 | 57,579 |
The account "Other payables" principally refers to liabilities for work-in-progress on the Turin
Railway Link (Euro 1.3 million); a payable of Euro 1.60 million for an appeal presented to a General Contractor following a favourable arbitral decision; a payable of Euro 1.74 million for a court case taken by Sace for the repayment of amounts paid in relation to the cancellation of an overseas contract, the suspended VAT payable (Euro 623 thousand) and finally the payable for profits made available to the Board of Directors as per Article 14 of the By-Laws (Euro 2.01 million).
Payables to Parent Companies entirely refer to the payable for the tax consolidation to Caltagirone SpA.
The payables to associated companies and other Group companies includes the payables for the residual 10% to be paid of the Share Capital subscribed respectively in Metro C ScpA (Euro 31.9 million), Metro B Srl (Euro 6.75 million) and Igei SpA in liquidation (Euro 521 thousand).
| (in Euro thousands) | 31/12/2014 | 31/12/2013 |
|---|---|---|
| Trade payables | 7,641 | 8,236 |
| Advances | 5,370 | 64 |
| Trade payables – third parties | 13,011 | 8,300 |
| Payable to subsidiaries | 1,567 | 978 |
| Payables to associated companies | 29,162 | 17,103 |
| Payables to holding Companies | 362 | - |
| Payables to other related parties | 7,929 | 12,406 |
| Trade payables - related parties | 39,020 | 30,487 |
| 52,031 | 38,787 |
Trade payables refer, with the exception of Euro 45 thousand relating to foreign parties, to national suppliers and include guarantee withholdings made of Euro 453 thousand and invoices to be received of Euro 3.52 million. The trade payables include in addition contractual advances made relating to the next year and paid by the buyers against work in portfolio and work in progress for Euro 5.37 million. The increase in the period relates to the contractual advance received with the signing of the 3rd assessment of the order for the construction of Lot 6 and 7 of the Florence/Bologna Motorway pass. Bank and insurance sureties were provided as guarantees on the advances.
"Payables to subsidiaries" relate principally to commercial transactions at normal market conditions with consortiums and consortium companies created for the execution of contracts acquired in the Temporary Regrouping of Companies, calculated under the "cost recharging" method. The most significant payables are with San Benedetto Val di Sambro Scarl (Euro 1.17 million).
The increase in the period is related to the different timing of the invoicing and the payments in the years 2013 and 2014.
The "Payables to associated companies" refers, as shown in the above account, to Consortium Companies and Consortiums based on the recharge of costs.
The greatest exposures concern a number of consortiums such as Metro C ScpA (Euro 14.71 million), Tor Vergata Scarl (Euro 1.70 million), Sud Metro Scarl (Euro 1.32 million), SAT Lavori Scarl (Euro 6.81 million), Caposele Scarl (Euro 2.77 million) and Riviera Scarl (Euro 1.64 million).
The increase in the period is due to the higher exposure to the Company Metro C S.c.p.a. relating to the timing differences between invoicing and payment between the present year and the previous year.
The "Payables to other related parties" refer to payables to companies included in the account "Other investments", such as the Iricav Uno Consortium (Euro 5.83 million) and MN 6 Scarl (Euro 778 thousand). The decrease is due to the timing differences described above.
| (in Euro thousands) | 31/12/2014 | 31/12/2013 |
|---|---|---|
| Current financial payables | ||
| Bank payables—third parties | 41 | 135 |
| Bank payables – related parties | 743 | 443 |
| Payables – third parties | 7,857 | 6,108 |
| Associated companies | 93 | 152 |
| Payables to other related companies | - | 2 |
| Accrued expenses | 101 | 524 |
| Total current financial liabilities | 8,835 | 7,364 |
The account "Payables – third parties" refers to amounts received by the Company as Agent for the Temporary Regrouping of Companies in which it participates, in the course of transfer at December 31st 2014.
Bank payables at year-end are comprised of those due to the banking system, including short-term loans, for temporary operating requirements, of which Euro 743 thousand to the related company Unicredit SpA.
The average interest rate on the financial payables is approx. 1.44%.
The maturity of the current financial payables is shown in the table below:
| Maturity within 3 months |
Maturity bet. 3 mths & 1 year |
Total book value |
Fair value |
Book value liability guarantees |
Value of guarantee |
|
|---|---|---|---|---|---|---|
| Liab. Var. interest rates third party |
135 | - | 135 | - | - | - |
| Liab. Var. interest rates Group Liab. Var. Non-interest |
443 | - | 443 | - | - | - |
| bearing Group Liab. Var. Non-interest |
154 | - | 154 | - | - | - |
| bearing third parties Current financial |
6,108 | 524 | 6,632 | - | - | - |
| liabilities | 6,840 | 524 | 7,364 | - | - | - |
| Maturity within 3 months |
Maturity bet. 3 mths & 1 year |
Total book value |
Fair value |
Book value liability guarantees |
Value of guarantee |
|---|---|---|---|---|---|
| 41 | - | 41 | - | - | |
| 743 | - | 743 | - | - | |
| - | |||||
| 7,857 | 101 | 7,958 | - | - | |
| 8,734 | 101 | 8,835 | - | - | |
| 93 | - | 93 | - | Financial guarantees - - - - - |
| (in Euro thousands) | 2014 | 2013 |
|---|---|---|
| Works completed | 89,350 | 71,801 |
| Related parties works completed | 76,571 | 150,674 |
| Changes in contract work-in-progress | 13,173 | (55,119) |
| Rent, leases and hire charges | - | 226 |
| Rent, leases and hire charges – related part. | - | 154 |
| Prior year income – third parties | 436 | 16 |
| Recovery of expenses from third parties | 98 | 7 |
| Recovery of expenses from related parties | 203 | 31 |
| Other income from other related companies | 7,697 | 7,687 |
| Gains on disposals | 15 | 1 |
| Other income from third parties | - | 222 |
| Total operating revenues | 187,543 | 175,700 |
The increase is principally due to the works on lots 6 and 7 of the Florence/Bologna Motorway pass
The change contract work in progress, as indicated in note 8, relates principally to the works on Line C of the Rome Metro.
The work from related parties includes the work on residential buildings (Euro 8.1 million).
The other income from related companies includes services provided within the Temporary Grouping of Companies and Consortiums for technical, administrative, accounting and fiscal services, whose amounts are based on the contractual values (Euro 5.71 million).
| (in Euro thousands) | 2014 | 2013 |
|---|---|---|
| Recharge of costs - consortium companies Subcontractors and services – related |
161,705 | 147,998 |
| parties | 9,525 | 5,271 |
| Subcontractors and services – others | 1,491 | 1,466 |
| Consulting | 1,057 | 1,090 |
| Other costs | 2,054 | 2,186 |
| Total service costs | 175,832 | 158,011 |
| Rentals from third parties | 271 | 1,938 |
| Rentals from related parties | 856 | 764 |
| Total rent, lease and hire costs | 1,127 | 2,702 |
| Indirect taxes and penalties | 54 | 56 |
| Other operating charges | 409 | 495 |
|---|---|---|
| Total other costs | 463 | 551 |
| Total other operating costs | 177,422 | 161,264 |
The increase in operating costs is in line with the increased activity in the year.
In relation to the account "Recharge of costs - consortium companies" it should be noted that this account includes the share of the Company for services made by Companies operating for the execution of single works, acquired within the temporary grouping of companies, as shown in the following table:
| (in Euro thousands) | 2014 | 2013 |
|---|---|---|
| Employees | 7,586 | 8,135 |
| Materials | 18,692 | 23,716 |
| Services | 126,740 | 107,225 |
| Other expenses | 3,331 | 2,072 |
| Financial income/(charges) | 1,933 | 952 |
| Amortisation & Depreciation | 3,423 | 5,898 |
| Total | 161,705 | 147,998 |
The operating costs also include services provided by related companies, in relation to residential construction, for Euro 7.91 million and rental of the head offices of Euro 832 thousand, charged by the related company Ical 2 SpA.
| (in Euro thousands) | 2014 | 2013 |
|---|---|---|
| Amortisation of intangible assets | 9 | 8 |
| Depreciation of tangible assets | 35 | 31 |
| Provision for risks and charges | 67 | (50) |
| Total amortisation, depreciation, provisions & write downs |
111 | (11) |
The provision for risks and charges relates to the provision for potential charges related to the settlement of legal cases, as indicated in Note 15.
| (in Euro thousands) | 2014 | 2013 |
|---|---|---|
| Dividends related parties Interest income from bank |
2,601 | 3,583 |
| deposits | 81 | 91 |
| Interest – related parties | 10 | 244 |
| Other Interest income | - | 4 |
| Revaluation of investments | 2,732 | 49,721 |
| Total financial income | 5,424 | 53,643 |
| (in Euro thousands) | 2014 | 2013 |
|---|---|---|
| Write-downs and losses on investments | (8) | (4,435) |
| Interest on bank accounts | (26) | (38) |
| Interest payable – related companies | (366) | (134) |
| Banking commissions and charges | (565) | (479) |
| Others | (24) | (31) |
| Total financial charges | (989) | (5,117) |
| Net financial income/(charges) | 4,435 | 48,526 |
Dividends from investments refer to Acqua Campania SpA (Euro 1.54 million), EuroStazioni SpA (Euro 1.01 million), Irina SpA (Euro 43 thousand) and Acque Blu Fiorentine SpA (Euro 7 thousand).
Interest income from related parties refers principally to the interest matured from the Associated company Metro C ScpA (Euro 7 thousand).
The write-back of investments relates to Viafin Srl (Euro 2.62 million) and So.Fi.Cos. Srl (Euro 111 thousand); for further details, reference should be made to Note 4.
Interest charges to related companies derives from the discounting of the receivables on the withholding guarantee on work in progress (Euro 67 thousand) as illustrated in Note 6 and interest recharged by the consortium company Tor Vergata on the bank account as the Agent company (Euro 200 thousand).
The bank commission and expenses include the charges on the sureties.
In accordance with IFRS 8 Vianini Lavori SpA., as the operating company in the construction sector, operates only marginally in the finance sector and carries out its activities exclusively
in Italy; therefore no separate operating segments or geographic areas are identified.
Details are provided of short and medium/long-term loans in accordance with the recommendations of Consob communication No. 6064293 of July 28th 2006.
| (in Euro thousands) | 2014 | 2013 | |
|---|---|---|---|
| A | Cash | 3 | 2 |
| B | Other cash equivalents | 10,913 | 8,188 |
| C | Securities held for trading | - | - |
| D | Liquidity ( A + B + C) | 10,916 | 8,190 |
| of which related parties | 1,366 | 409 | |
| E | Current financial receivables | 15,360 | 12,499 |
| of which related parties | 15,327 | 12,427 | |
| F | Current bank payables | 784 | 578 |
| G | Current portion of non-current debt | - | - |
| H. | Other current fin. payables | 8,051 | 6,786 |
| I | Current financial debt ( F + G + H ) | 8,835 | 7,364 |
| of which related parties | 835 | 597 | |
| J | Current net cash position (I - E- D) | (17,441) | (13,325) |
| K | Non-current bank payables | - | - |
| L | Bonds issued | - | - |
| M | Other non-current payables | - | - |
| N | Non-current financial debt ( K + L + M ) | - | - |
| O | Net cash position (J +N) | (17,441) | (13,325) |
At December 31st 2014, the Company had sureties, guarantees and other commitments totalling Euro 267.7 million as follows:
| (in Euro thousands) | 31/12/2014 | 31/12/2013 |
|---|---|---|
| 1. Bank and Insurance Sureties Given | ||
| in favour of General Contractors | ||
| - Correct execution | 85,818 | 94,065 |
| - Restriction on withholding guarantees | 12,540 | 12,999 |
| - Advances | 6,461 | 49 |
| - Various contractual provisions | 29,062 | 34,938 |
| 2. Insurance Sureties in favour of Tax Offices | - | - |
| 3. Guarantees for related parties: | ||
| - subsidiary companies | - | - |
| - associated companies | 4,545 | 4,764 |
| - other related parties | 46,133 | 47,001 |
| 4. Sureties from third parties | 15,404 | 15,404 |
| 5. Sureties and other guarantees in favour of bank |
||
| institutions for credit lines (incl. those |
| - other related parties TOTAL |
12,322 265,700 |
74,710 337,345 |
|---|---|---|
| - associated companies | 52,915 | 52,915 |
| - subsidiary companies | 500 | 500 |
| with signature) granted to related parties |
The Shareholders' Meeting of April 24th 2013 appointed the Independent Audit Firm KPMG SpA for the period 2013/2021. The fees for the year 2014 amounted to approx. Euro 96 thousand and are all related to auditing activities.
The transactions of the Company with related parties including inter-group operations relate to normal operations. There are no atypical or unusual transactions which are not within the normal business operations.
Where such operations exist, detailed information would be provided in the present paragraph.
| Balance sheet transactions Other non-current assets 6,316 4,603 10,919 12,044 90.56% Trade receivables 9 3,278 19,427 9,585 2,038 34,337 51,714 66.40% Current financial assets 1 9,397 2,075 948 6 12,427 12,499 99.42% Other current assets 390 239 629 3,812 16.50% Cash 409 409 8,190 4.99% Trade payables 978 17,103 11,097 1,309 30,487 38,787 78.60% Current financial liabilities 152 2 443 597 7,364 8.11% Other current liabilities 3,168 24 40,571 533 44,296 57,579 76.93% Income statement transactions Revenues 136,942 9,574 4,158 150,674 222,475 67.73% Other operating revenues 115 3,668 1,992 1,815 282 7,872 8,344 94.34% Other operating costs 900 54,248 87,583 6,282 5,019 154,032 161,264 95.52% Financial income 3,736 91 3,827 53,643 |
|
|---|---|
| 7.13% | |
| Financial charges 10 87 37 134 5,117 2.62% |
|
| Companies Other Total Total % on total 31.12.2014 Parent Associated under Subsidiaries related related book account (Euro '000) Company Companies common parties parties value items control |
|
| Balance sheet | |
| transactions | |
| Other non-current assets 7201 5,538 12,739 14,197 89.73% |
|
| Trade receivables 21 2,962 9,326 3,502 8,258 24,069 39,560 60.84% |
|
| Current financial assets 1 12,915 2,156 249 6 15,327 15,360 99.79% |
|
| Other current assets 1,034 239 1,273 3,081 41.32% |
|
| Cash and cash equivalents 1,366 1,366 10,916 12.51% |
|
| Trade payables 362 1,567 29,162 7,012 918 39,020 52,031 74.99% |
|
| Current financial liabilities 92 743 835 8,835 9.45% |
2014 Annual Report Vianini Lavori SpA 153
| Other current liabilities Income statement |
3,486 | 34 | 38,664 | 533 | 42,717 | 51,614 | 82.76% | |
|---|---|---|---|---|---|---|---|---|
| transactions | ||||||||
| Revenues Other operating revenues |
122 | 3,804 | 67,328 1,747 |
1,123 1,789 |
8,120 438 |
76,571 7,900 |
165,921 8,449 |
46.15% 93.50% |
| Other operating costs | 900 | 76,959 | 81,901 | 3,222 | 9,104 | 172,086 | 177,423 | 96.99% |
| Financial income | 2,599 | 12 | 2,611 | 5,424 | 48.14% | |||
| Financial charges | 245 | 41 | 80 | 366 | 989 | 37.01% |
Other non-current assets principally refer to withholdings as guarantees on contracts with the associated company Metro C ScpA (Euro 7.15 million), the Tradeciv Consortium (Euro 3.98 million) and MN 6 Scarl (Euro 1.34 million).
Trade receivables are receivables from consortium companies and refer to amounts under the "cost recharging" system and are of a commercial nature (Note 9).
Current financial assets principally refer to non-interest bearing loans from holdings (Note 10).
Other current assets from the Parent Company relate to the tax consolidation procedure with Caltagirone SpA.
The payables to consortiums relate to commercial transactions at normal market conditions with consortiums and consortium companies created for the execution of the contracts acquired in the Temporary Regrouping of Companies.
The other current payables to associated companies include the 10% to be paid for the subscription to the share capital of Metro C Scpa for Euro 31.9 million and Metro B Srl for Euro 6.8 million.
The other balance sheet accounts relate to transactions in relation to the operating activities of the group at normal market conditions.
Other costs and revenues with consortiums concern operating activities.
Financial income includes dividends received from EuroStazioni SpA and Acqua Campania SpA.
Other transactions were not individually significant.
The following table shows the hierarchy level for the assets and liabilities which are valued at Fair Value:
| Total Assets | - 3,000 |
- 3,000 |
|---|---|---|
In 2014 no transfers occurred between the various levels and no changes took place in levels 1 and 3.
| Declaration of the Financial Statements as per Article 81-ter of Consob Regulation No. 11971 of May 14 th 1999 and subsequent modifications and integrations |
||
|---|---|---|
| and 4, of Legislative Decree No. 58 of February 24th 1998: | 1. The undersigned, Mr. Mario Delfini, as Chairman of the Board of Directors and Mr. Fabrizio Caprara, Executive Responsible for the preparation of the corporate accounting documents of Vianini Lavori S.p.A., affirm, and also in consideration of Article 154-bis, paragraphs 3 |
|
| • the accuracy of the information on company operations and • the effective application, statements for 2014. |
of the administrative and accounting procedures for the compilation of the financial | |
| the financial statements. In relation to this, no important matters arose. |
2. The activity was undertaken evaluating the organisational structure and the execution, control and monitoring processes of the business activities necessary for the preparation of |
|
| 3. | It is also declared that: | |
| 3.1 the financial statements: | ||
| Parliament and Council, of July 19 th 2002; | a) were prepared in accordance with international accounting standards, recognised in the European Union pursuant to EU regulation No. 1606/2002 of the European |
|
| b) correspond to the underlying accounting documents and records; | ||
| and result for the year of the issuer. | c) provide a true and correct representation of the balance sheet, financial situation | |
| principal risks and uncertainties to which they are exposed. | 3.2 The Directors' Report, prepared using a standard format for both the individual and consolidated financial statements, includes a reliable analysis on the performance and operating result as well as the situation of the issuer, together with a description of the |
|
| Rome, March 11th 2015 | ||
| The Chairman | The Executive Responsible | |
| Mr. Mario Delfini | Mr. Fabrizio Caprara |
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