Trevi Fin Industriale

Business and Financial Review • Nov 14, 2018

Informazione Regolamentata n. 0262-52-2018		Data/Ora Ricezione 14 Novembre 2018 20:16:29	MTA
Societa'	:	TREVI GROUP
Identificativo Informazione Regolamentata	:	110796
Nome utilizzatore	:	TREVIN02 - Cocco
Tipologia	:	REGEM
Data/Ora Ricezione	:	14 Novembre 2018 20:16:29
Data/Ora Inizio Diffusione presunta	:	14 Novembre 2018 20:16:33
Oggetto	:	Trevi Group_PR November 14, 2018.
Testo del comunicato

Vedi allegato.

INFORMATION REQUIRED BY CONSOB PURSUANT TO ART.114 OF THE LEGISLATIVE DECREE No.58/98

Cesena, November 14, 2018 – Trevi Finanziaria Industriale S.p.A. (the "Company"), announces the postponement of the approval of the 2018 interim results at September 30, 2018 and, as requested by Consob on October 26, 2017 pursuant to art. 114 of the Legislative Decree No. 58/98, integrates the annual financial reports, semi-annual financial reports and interim management reports, if published on a voluntary basis, as well as the press releases relating to the approval of such accounting documents, with the following information:

• a) the Company and the Group's net financial position, with separate disclosure of the short-term position and the medium/long-term position;
• b) the Company and the Group's overdue payables, analised by nature (financial, trade, tax, social security and employees) and any related creditors' reaction initiatives (payment reminders, injunctions, suspensions of supplies, etc.);
• c) the Company and the Group's main variations in the transactions with related parties compared to the approved last annual or semi-annual financial report pursuant to Art.154-ter of TUF;
• d) any failure to comply with covenants, negative pledges and any other Group debt-related clause entailing the imposition of limits on the use of financial resources, with an up-to-date indication of the extent of the compliance with the clauses;
• e) the status of the implementation of any business and financial plans, with disclosure of variances between actual and forecast figures.

The following is the above additional information requested.

a) The Company and the Group Net Financial Debt at September 30, 2018.

The Net Financial Position of the Company at September 30, 2018 amounted to Euro 302.6 million and is shown below:

NET FINANCIAL DEBT	30/09/2018	31/12/2017	Change
Current bank loans and borrowings	(430.819)	(422,918)	(7.901)
Current loans and borrowings from other financial backers	(13.275)	(12,318)	(957)
Current financial derivatives	(456)	(701)	245
Short-term cash and cash equivalents	778	7,069	(6.291)
Total current financial debt	(443.772)	(428.869)	(14.903)
Non-current bank loans and borrowings	(7.368)	(10,076)	2.708
Non-current loans and borrowings from other financial backers	(22.391)	(29,469)	7.077
Non-current financial receivables from subsidiaries	170.918	303,350	(132.432)
Non-current financial derivatives	0	0	0
Total non-current financial debt	141.158	263.805	(122.647)
Net financial debt	(302.614)	(165.064)	(137.550)

The Net Financial Debt of the financial statements of Trevi Finanziaria Industriale SpA at December 31, 2017 and September 30, 2018 includes the partial write-down of intercompany financial receivables; this effect in the consolidated Net Financial Debt does not generate any impact. The Group Net Financial Debt at September 30, 2018 amounts to Euro 679.9 million and is reported below:

CONSOLIDATED NET FINACIAL DEBT	30/09/2018	31/12/2017	Variation
Current bank loans and borrowings	(647.413)	(645,023)	(2.390)
Current loans and borrowings from other financial backers	(49.749)	(40,096)	(9.652)
Current financial derivatives	(467)	(173)	(294)
Short-term cash and cash equivalents	82.280	146,301	(64.022)
Total current financial debt	(615.350)	(538.991)	(76.358)
Non-current bank loans and borrowings	(7.457)	(11,207)	3.750
Non-current loans and borrowings from other financial backers	(57.051)	(69,204)	12.153
Non-current financial derivatives	0	0	0
Total non-current financial debt	(64.508)	(80.410)	15.903
Group Net Financial Debt	(679.857)	(619.402)	(60.456)

It should be noted that the value related to the net financial position of the Company and the Group must be considered preliminary and not definitive, since, the Annual Report at December 31, 2017 and the Interim Reports at September 30, 2018 have not yet been approved, those data are management data and not yet been submitted to the evaluation by the Board of Directors and to the Auditors of the Company.

b) The following are the Company and the Group's overdue payables analised by nature (financial, trade, tax, social security and employees) and any related creditors' reaction initiatives (payment reminders, injunctions, suspensions of supplies, etc.).

	Trevi Finanziaria Industriale S.p.A.	Trevi Group
in thousands of Euro	30/09/2018	30/09/2018
Financial liabilities*	237.775	360.258 (**)
Trade payables	8.721	96.473 (*)
Tax liabilities	-	516 (**)
Social security liabilities	-	-
Payables to employees	-	-
Total overdue liabilities	246.496	457.247 (**)

* Related to short and medium to long term debt expired and not repaid in the light of the standstill situation.

** Also including the Company debt.

At September 30, 2018 the creditors' reaction initiatives can be summarized as follows:

• in relation to Trevi Finanziaria Industriale S.p.A., there are no creditor's legal initiatives nor situations of shortage of supplies; the Company has received some reminders and injunctions and, at the current date, under definition. The aggregate value of these positions is approximately Euro 7.9 million;
• in relation to the Trevi Group, there are no situations of shortage of supplies. Some reminders and injunctions have been received from suppliers in relation to commercial relationships. The aggregate value of these positions is approximately Euro 14.9 million, of which approximately Euro 3.2 million have been settled and € 11.7 million for whitch the defintion is ongoing.
• c) The following are the main variations occurred in the relations with the Company and the Group related parties with respect to the last half-year financial report:

(In thousands of Euro)
Non-current financial receivables from subsidiaries	30/09/2018	30/06/2017	Change
Trevi S.p.A.	23.605	89.005	(65.400)
Soilmec S.p.A.	60.768	60.394	374
Drillmec S.p.A.	35.490	169.008	(133.518)
Petreven S.p.A.	44.625	59.672	(15.047)
Other	6.430	10.995	(4.565)
TOTAL	170.918	389.073	(218.156)
Current trade receivables from subsidiaries	30/09/2018	30/06/2017	Change
Trevi S.p.A.	13.807	8.504	5.303
Soilmec S.p.A.	4.318	3.715	603
Drillmec S.p.A.	13.051	10.750	2.301
Petreven S.p.A.	2.510	2.935	(426)
Other	27.054	17.100	9.954
TOTAL	60.740	43.005	17.735
Current trade payables to subsidiaries	39/09/2018	30/06/2017	Change
Trevi S.p.A.	10.839	11.295	(456)
Soilmec S.p.A.	1.606	2.497	(891)
Drillmec S.p.A.	11.090	10.972	118
Petreven S.p.A.	67	44	23
Other	3.502	3.894	(391)
TOTAL	27.104	28.702	(1.598)

Trevi-Finanziaria Industriale S.p.A.:

Revenues from sales and services	30/09/2018	30/06/2017	Change
Trevi S.p.A.	3.350	2.566	784
Soilmec S.p.A.	1.609	983	626
Drillmec S.p.A.	2.889	2.396	494
Petreven S.p.A.	762	560	202
Other	9.148	6.758	2.389
TOTAL	17.757	13.262	4.495

Consumption of raw materials and external services	30/09/2018	30/06/2017	Change
Trevi S.p.A.	10	85	(74)
Soilmec S.p.A.	28	7	22
Drillmec S.p.A.	0	0	0
Petreven S.p.A.	0	1	(1)
Other	30	9	21
TOTAL	69	101	(32)
Financial income	30/09/2018	30/06/2017	Change
Trevi S.p.A.	1.936	1.954	(17)
Soilmec S.p.A.	1.901	1.294	606
Drillmec S.p.A.	5.188	4.100	1.087
Petreven S.p.A.	1.648	1.230	418
Other	451	218	233
TOTAL	11.124	8.797	2.327

Trevi Group

(In thousands of Euro)

Non-current financial receivables	30/09/2018	30/06/2017	Changes
Porto Messina S.c.a.r.l.	720	720	0
Filippella s.c.a.r.l.	225	225	0
Pescara Park S.r.l.	1.263	1.105	157
Other	325	331	(6)
TOTAL	2.533	2.381	152
Current trade receivables	30/09/2018	30/06/2017	Changes
Parcheggi S.p.A.	76	78	(1)
Roma Park S.r.l.	597	561	37
Parma Park S.r.l.	0	169	(169)
Sofitre S.r.l.	1.383	1.390	(6)
Sub-total	2.057	2.197	(140)
Porto di Messina s.c.a.r.l.	764	745	19
Consorzio Trevi Adanti	6	6	0
Nuova Darsena S.c.a.r.l.	2.942	848	2.094
Trevi S.G.F. Inc. per Napoli	1.952	1.962	(9)
Arge Baugrube Q110	331	331	0
Trevi Park Plc	0	165	(165)
Other	885	2.897	(2.012)
Sub-total	6.881	6.953	(73)
TOTAL	8.937	9.151	(213)

Current trade payables	30/09/2018	30/06/2017	Changes

Parcheggi S.p.A.	7	6	1
IFC Ltd	130	72	58
Sofitre S.r.l.	1	0	1
Sub-total	139	79	60
Trevi Adanti	5	5	0
Nuova Darsena S.c.a.r.l.	2.000	2.664	(664)
Porto di Messina S.c.a.rl.	343	7	336
Trevi S.G.F. Inc. per Napoli	93	14	78
Dach-Arghe Markt Leipzig	0	517	(517)
Trevi Park Plc	0	100	(100)
Other	748	240	509
Sub-total	3.189	3.547	(357)
TOTAL	3.328	3.626	(297)
Revenues from sales and services	30/09/2018	30/06/2017	Changes
Roma Park Srl	0	0	0
Parcheggi S.p.A.	97	95	1
Sub-total	97	95	1
Hercules Foundation AB	826	1.797	(971)
Nuova Darsena	14	387	(373)
Porto di Messina S.c.a.r.l			0
Other	203	1.866	(1.664)
Sub-total	1.042	4.050	(3.008)
TOTAL	1.139	4.146	(3.006)
Consumption of raw materials and external services	30/09/2018	30/06/2017	Changes
Roma Park Srl	0	0	(0)
Sofitre Srl	51	34	17
Parcheggi S.pA.	2	5	(4)
Sub-total	53	40	13
Porto di Messina S.c.a.r.l			0
Nuova Darsena S.c.a.r.l.	255	2.568	(2.313)
Other	36	24	12
Sub-total	291	2.592	(2.301)
TOTAL	344	2.631	(2.287)

d) Covenant, negative pledge and any other indebtedness clause of the Group entailing limits on the use of financial resources, with an updated indication of the level of compliance with such clauses.

The Trevi Group entered into some loan agreements that provide the compliance with certain covenants calculated on the annual consolidated financial statements and specifically:

• Net Financial Position/EBITDA: debt indicator, calculated as the ratio between net financial debt and EBITDA;
• Net Financial Position/Shareholders' Equity: debt indicator, calculated as the ratio between net financial debt and shareholders' equity.

The bond loan named "Minibond 2014-2019" also provides for - in addition to the previous covenants - a further covenant calculated on the consolidated financial statements:

• EBITDA/Net Financial Charges: indicator of the incidence of the costs for the interest expenses, calculated as the ratio between EBITDA and interest expenses.

As already reported in the press release published on April 27, 2018 (available on the website www.trevifin.com, under the "Investor Relator/Press Releases" section), as at December 31, 2017, the aforementioned covenants were not complied with.

With regard to Credit Institutions, since these are the same institutions with which the standstill agreement has been signed, the waiver on financial covenants takes part of the requests formulated to them under this agreement.

As regards the bond loan, it should be noted that in April the Bondholders' Meeting was called and was unable to approve the waiver resolutions, since the necessary quorums for the valid constitution of the meeting were not achieved. The failure to constitute the Bondholders' Meeting and the failure to approve the resolutions does not have any effect on the indebtedness deriving from the bond loan.

As of the expiring instalment on July 31, 2018 the Company has also suspended the payment of interest on the bond loan, as already communicated in the press release of July 27, 2018 (available on the website www.trevifin.com , section "Investor Relator / Press Releases" ).

The loan agreements between the companies belonging to the Trevi Group and the banks contain additional clauses (such as the cross-default clauses) that might be breached in the current situation. In addition, the commencement of the negotiations with creditors and/or a moratorium on payments are "relevant events" according to the abovementioned agreements. The standstill agreement provides for an obligation by the financial parties not to enforce the aforementioned clauses.

Furthermore, Trevi Group has entered into agreements with certain international insurance companies providing, on behalf of the American entities of the Trevi Division, for the guarantees necessary to cover the obligations of the companies in the context of their activity (such as performance bonds, bid bonds, advanced payment bonds, etc.) In this regard, it is worth to highlight that such agreements include clauses such as negative pledges, cross-default, change of control, etc. However, the agreements have been reached with these companies in order to continue operating with them even during this phase.

The same clauses are also provided by the regulation of the bond loan named "Minibond 2014-2019". In this regard, reference is made to the foregoing.

As of today, except the abovementioned covenants and cross default clauses, there are no other contractual clauses (i.e. negative pledge, change of control, etc.) signed by the Trevi Group with reference to the committed loan agreements and typically provided in relation to which it is necessary to disclose the breach.

Lastly, as regards the definition of the Trevi Group capital strengthening and debt restructuring, negotiations with the lending banks and the main shareholders of the Company continue, notwithstanding a partial extension of the originally expected timing already disclosed to the market, lastly with the press release of October 8, 2018 (available on the website www.trevifin.com , section "Investor Relator / Press Releases"), the Company believes will be able to achieve a rapid solution, however consistent with the term of effectiveness of the aforementioned standstill.

e) Below, the status of the implementation of the industrial and financial plan, highlighting the differences of the final data compared to the expected ones:

At September 30, 2018, the following significant differences were found with respect to the same period of the previous year in relation to the main items of the income statement and net financial position:

• Total revenues lower than the same period of the previous year; this reduction is mainly attributable to the Foundations sector even though the Oil & Gas sector also recorded a decline;

• The Net Financial Position is worse than the same period of the previous year, mainly as a result of the decrease in cash and cash equivalents.

The positive order collection recorded in the first nine months of 2018, both in the Foundations sector and in the Oil & Gas sector, should be noted.

***

Without prejudice to what has been mentioned in letter a) in the second part of the press release, the C.F.O., Marco Andreasi, in his position as the Director responsible for drawing up the Company's accounting statements, hereby declares, pursuant to Article 154-bis, paragraph 2 of the Consolidated Law on Finance, that the information contained in this press release accurately represents the figures contained in the Company's accounting records.

This press release contains forward-looking statements. These statements are based on the current estimates and projections of the Group, relating to future events and, by their nature, are subject to an intrinsic component of risk and uncertainty. Actual results may differ materially from those contained in such statements due to a variety of factors, including continued volatility and further deterioration of capital and financial markets, changes in macroeconomic conditions and economic growth and other changes in business conditions, in addition to other factors, the majority of which is beyond the control of the Group.

About Trevi:

Trevi Group is a worldwide leader in the field of soil engineering (special foundations, tunnel excavation, soil consolidation and the building and marketing of special rigs and equipment relevant to this engineering sector); the Group is also active in the drilling sector (oil, gas and water) both in the production of plant and the supply of services, and it also builds automated underground car parks. The Group was established in Cesena in 1957 and today has more than 30 branches and is present in over 80 countries. Its success is due to the vertical integration of the main divisions making up the Group: Trevi, the division that supplies special services in the field of soil engineering, Petreven, the oil drilling division of the Group, Soilmec, the division that produces and develops plant and machinery for soil engineering and Drillmec the division that produces and develops drilling rigs (oil, gas and water). The parent company has been listed on the Milan stock exchange since July 1999.

For further information:

Investor Relations: Francesca Cocco – e-mail: investorrelations@trevifin.com

Group Communications Office: Franco Cicognani - e-mail: fcicognani@trevifin.com – tel: +39/0547 319503

Press Office: Community - Strategic communication advisers – T. +39 02 89404231

Auro Palomba - Auro.palomba@communitygroup.it

Roberto Patriarca – (T. +39 335 65 09568) - Roberto.patriarca@communitygroup.