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Emak

Quarterly Report Nov 13, 2024

4407_ir_2024-11-13_352b2198-4688-443e-9a7b-27322776b2b3.pdf

Quarterly Report

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Interim report at 30.09.2024

These financial statements were approved by the Board of Directors on 13 November 2024 and it is available on the Internet at the address www.emakgroup.com

Emak S.p.A. • Via Fermi, 4 • 42011 Bagnolo in Piano (Reggio Emilia) ITALY Tel. +39 0522 956611 • Fax +39 0522 951555 • www.emakgroup.it • www.emakgroup.com Capitale Sociale Euro 42.623.057,10 Interamente versato • Registro delle Imprese N. 00130010358 • R.E.A. 107563 Registro A.E.E. IT08020000000632 • Registro Pile/Accumulatori IT09060P00000161 Meccanografico RE 005145 • C/C Postale 11178423 • Partita IVA 00130010358 • Codice Fiscale 00130010358

Organizational chart of Emak Group at 30 September 2024 3
Corporate Bodies of Emak S.p.A. 4
Main economic and financial figures for Emak Group5
Directors' report 6
Comments on economic figures 7
Comment to consolidated statement of financial position 8
Highlights of the consolidated financial statement broken down by operating segment for the first nine months 2024 11
Comments on interim results by operating segment12
Business outlook13
Subsequent events 13
Other information 13
Definitions of alternative performance indicators 14
Consolidated Income Statement15
Statement of consolidated financial position16
Statement of changes in consolidated equity for the Emak Group at 31.12.2023 and at 30.09.202417
Comments on the financial statements18
Declaration of the manager in charge of preparing the accounting statements pursuant to the rules of Article 154-bis, paragraph
2 of Legislative Decree no. 58/1998 21

Organizational chart of Emak Group at 30 September 2024

    1. Valley Industries LLP is consolidated at 100% as a result of the "Put and Call Option Agreement" that governs the purchase of the remaining 6%.
    1. Comet do Brasil Industria e Comercio de Equipamentos Ltda is owned for 99.63% by Comet S.p.A. and 0.37% by P.T.C. S.r.l.
    1. Emak do Brasil is owned for 99.99% by Emak S.p.A. and 0.01% by Comet do Brasil Industria e Comercio de Equipamentos Ltda.
    1. Lavorwash Brasil Ind. Ltda is owned for 99.99% by Lavorwash S.p.A. and 0.01% by Comet do Brasil Industria e Comercio de Equipamentos Ltda.
    1. S.I.Agro Mexico is owned for 97% by Comet S.p.A. and 3% by P.T.C. S.r.l.
    1. Markusson Professional Grinders AB is consolidated at 100% as a result of the "Put and Call Option Agreement" that governs the purchase of the remaining 19%.
    1. Agres Sistemas Eletrônicos S.A. is consolidated at 100% as a result of the "Put and Call Option Agreement" that governs the purchase of the remaining 4.5%.
    1. Poli S.r.l. is consolidated at 100% as a result of the "Put and Call Option Agreement" that governs the purchase of the remaining 20%.
    1. The companies Emak Deutschland Gmbh and Ptc Waterblasting LLC have ceased their operational activities.

Corporate Bodies of Emak S.p.A.

The Ordinary General Meeting of the Shareholders of the Parent Company, Emak S.p.A. on 29 April 2022 appointed the Board of Directors and the Board of Statutory Auditors for the financial years 2022-2024.

Board of Directors
Non-executive Chairman Massimo Livatino
Deputy Chairman and Chief Executive Officer Luigi Bartoli
Executive Director Cristian Becchi
Independent Director Silvia Grappi
Elena Iotti
Alessandra Lanza
Directors Francesca Baldi
Ariello Bartoli
Paola Becchi
Giuliano Ferrari
Marzia Salsapariglia
Vilmo Spaggiari
Paolo Zambelli
Risk Control and Sustainability Committee; Remuneration
Committee,
Related
Party
Transactions
Committee,
Nomination Committee
Chairman Elena Iotti
Components Alessandra Lanza
Silvia Grappi
Manager in charge of preparing the accounting statements Roberto Bertuzzi
Supervisory Body as per Legislative Decree 231/01
Chairman Sara Mandelli
Acting member Marianna Grazioli
Board of Statutory Auditors
Chairman Stefano Montanari
Acting auditors Roberta Labanti
Livio Pasquetti
Alternate auditor Rossana Rinaldi
Giovanni Liberatore
Independent Auditor Deloitte & Touche S.p.A.

Main economic and financial figures for Emak Group

Income statement (€/000)

Year 2023 3 Q 2024 3 Q 2023 9 months 2024 9 months 2023
566,317 Revenues from sales 128,851 118,785 474,290 449,941
67,878 EBITDA before non ordinary income/expenses (*) 12,582 11,138 57,518 60,547
66,304 EBITDA
(*)
12,618 10,833 56,335 59,675
37,224 EBIT 4,740 3,498 32,594 38,324
19,922 Net profit (301) 751 14,008 22,809

Investment and free cash flow (€/000)

Year 2023 3 Q 2024 3 Q 2023 9 months 2024 9 months 2023
17,204 Investment in property, plant and equipment 4,032 3,725 12,283 11,939
5,732 Investment in intangible assets 1,059 1,341 3,947 3,913
49,002 Free cash flow from operations
(*)
7,577 8,086 37,749 44,160

Statement of financial position (€/000)

31.12.2023 30.09.2024 30.09.2023
475,162 Net capital employed (*) 500,376 475,538
(191,495) Net debt (*) (214,953) (186,498)
283,667 Total equity 285,423 289,040

Other statistics

Year 2023 3 Q 2024 3 Q 2023 9 months 2024 9 months 2023
11.7% EBITDA / Net sales (%) 9.8% 9.1% 11.9% 13.3%
6.6% EBIT/ Net sales (%) 3.7% 2.9% 6.9% 8.5%
3.5% Net profit / Net sales (%) -0.2% 0.6% 3.0% 5.1%
7.8% EBIT / Net capital employed (%) 6.5% 8.1%
0.68 Net debt / Equity 0.75 0.65
2,362 Number of employees at period end 2,526 2,392

Share information and prices

31.12.2023 30.09.2024 30.09.2023
1.10 Official price (€) 0.98 0.96
1.32 Maximum share price in period (€) 1.23 1.35
0.89 Minimum share price in period (€) 0.94 0.95
180 Stockmarket capitalization (€ / million) 161 157
163,934,835 Number of shares comprising share capital 163,934,835 163,934,835
162,837,602 Average number of outstanding shares 162,837,602 163,537,602

(*) See section "definitions of alternative performance indicators"

Directors' report

Information on the Russia-Ukraine and Israel-Palestinian conflicts and on geopolitical tensions in the Red Sea

The war between Ukraine and Russia has had a significant impact on the economy and finances of both countries involved, as well as other nations and the global economic system as a whole.

The Group continues to monitor the evolution of the situation resulting the invasion of the Ukrainian territory by the Russian Federation and to implement the necessary actions to mitigate the risks and direct and indirect impacts.

Regarding the direct impacts, the Group operates in Ukraine mainly through a subsidiary, Epicenter Llc, while it distributes its products, in compliance with the relevant international regulations, through independent customers in other areas impacted by the conflict: particularly Russia and Belarus.

Epicenter Llc, located in Kiev (Ukraine), 100% controlled by Emak S.p.A., since the beginning of the war, has implemented all the necessary measures to preserve the safety of its employees in the first instance and, therefore, integrity of company assets, mainly represented by product inventories. The subsidiary, which has 21 employees, generated a turnover of € 3.2 million in the first nine months of 2024 (€ 5 million in 2023), entirely produced in the domestic market.

The total assets of the Ukrainian subsidiary as of 30 September 2024 amount to approximately € 3.8 million, mainly represented by inventories, and to a lesser extent by trade receivables and cash on hand. The local management continues to monitor market exposure, the integrity of the product inventory and the evolution of the situation to guarantee the continuity of the business under the safest condition.

Excluding the activities of the trading subsidiary, the Ukrainian market is marginal for the Group, with sales in the first nine months of 2024 amounting to approximately € 0.5 million (€ 0.7 million in 2023) and direct exposure of receivables on the Ukrainian market as of 30 September 2024, amounted to approximately € 7 thousand.

The Group's revenues achieved in the Russian and Belarusian markets represent 0.9% in the first nine months of 2024 compared to 2% in 2023. The exposure at the end of September 2024 amounts to approximately € 233 thousand.

As for the supply chain, there are no impacts related to the current conditions.

The Group systematically monitors the regulatory and sanction framework related to the markets and parties affected by the conflict, complying with the most scrupulous checks of the counterparties to limit regulatory risks, the continuous assessment of the geopolitical framework aims to prevent potential negative impacts of a commercial and financial nature.

With reference to the most recent Israeli-Palestinian conflict, the Group monitors its evolution, although at the moment there are no direct impacts on its business, as the involved areas are not significant markets for either sales or direct sources of supply.

The geopolitical tensions in the Red Sea have led, since the last months of 2023, to a redefinition of global maritime trade routes, which are leading to an increase in transport costs and delivery times of goods.

These situations contribute to the persistence of uncertainties in the geopolitical, economic, and financial context, requiring the Group to take necessary actions to mitigate the risks and direct and indirect impacts deriving from them.

Scope of consolidation

Compared to 31 December 2023 and 30 September 2023, the PNR Group entered the scope of consolidation, as of January 1, 2024, following the acquisition by Tecomec S.r.l. of the 79.995% of the share capital of the PNR Italia

S.r.l. on January 15, 2024. Subsequently, on June 10, 2024, Tecomec S.r.l. proceeded to acquire the remaining 20.005% of the share capital of PNR Italia S.r.l.

For further information regarding the acquisition of the PNR Group, please refer to the notes of this report.

As of September 30, 2023, the income statement of the company Bestway LLC (acquired by Valley LLP on February 1, 2023, and subsequently merged by incorporation by the buyer) had consolidated for eight months.

Comments on economic figures

Revenues from sales

The turnover of third quarter 2024 amounts to € 128,851 thousand, compared to € 118,785 thousand of the same period last year, an increase of 8.5% (5% an equal consolidation basis).

In the first nine months 2024 Emak Group achieved a consolidated turnover of € 474,290 thousand, compared to € 449,941 thousand of last year, an increase of 5.4%. This change is due to the positive effect of the change in the scope of consolidation for 3.3%, to an organic increase in sales for 2.3% and to the negative effect of translation changes for 0.2%.

It should be noted that the organic business performance has been negatively affected by the Russia-Ukraine conflict by approximately 5 million Euros compared to the same period last year.

EBITDA

EBITDA of third quarter 2024 amounts to € 12,618 thousand, compared to € 10,833 thousand in the corresponding quarter of last year.

EBITDA for the first nine months of 2024 amounts to € 56,335 thousand (11.9% of revenues) compared to € 59,675 thousand (13.3% of revenues) in the corresponding period of previous year.

During nine months 2024, non-ordinary expenses for € 1,376 thousand and non-ordinary income for € 193 thousand were recorded (in the nine months 2023 non-ordinary expenses for € 872 thousand were recorded).

Ebitda before non-ordinary expenses and revenues is equal to € 57,518 thousand (12.1% of revenues) compared to € 60,547 thousand of the same period last year (13.5% of revenues).

The application of the IFRS 16 principle has resulted in a positive effect on the Ebitda of the first nine months 2024 for € 7,875 thousand, against to a positive effect of € 6,703 thousand in the nine months 2023.

Ebitda for the first nine months benefited from an increase of € 2,845 thousand due to the change in the area, while it was negatively affected by the increase in personnel costs and transports costs following geopolitical tensions in the Red Sea.

Personnel costs increased compared to the same period of the previous year for € 11,515 thousand. This increase is due to the change in the scope of consolidation, which had an impact of € 4,861 thousand, the greater use of temporary workers to manage increases in production volumes and the adjustment of labor costs also affected by contractual increases.

The average number of resources employed by the Group, also considering temporary workers employed during the period and the different scope of consolidation, was 2,714 compared to 2,515 in the same period of last year.

Operating result

Operating result of third quarter 2024 is equal to € 4,740 thousand, compared to € 3,498 thousand in the corresponding quarter of last year.

Operating result for the first nine months of 2024 is € 32,594 thousand, with an incidence of 6.9% on revenues compared to € 38,324 thousand (8.5% of revenues) in the first nine months of 2023.

Depreciation and amortization are € 23,741 thousand compared to € 21,351 thousand in the same period of previous year.

Non-annualized operating result as a percentage of net capital employed is 6.5% compared to 8.1% of the same period of the previous year.

Net result

Net loss of third quarter 2024 is equal to € 301 thousand compared to a net profit of € 751 thousand of the same period last year.

Net Profit for the first nine months of 2024 is € 14,008 thousand, compared to € 22,809 thousand in first nine months of 2023.

The item "financial expenses" equal to € 13,962 thousand, increased compared to € 11,708 thousand of the same period 2023, due to the increase in market interest rates and the higher level of gross indebtedness.

Exchange currencies result in the first nine months 2024 is negative for € 1,342 thousand, compared to a positive value of € 932 thousand for the same period of the previous year. Exchange rate management has been negatively affected by the devaluation of the Brazilian Real against the Euro and the US Dollar.

The item "Income from/(expenses on) equity investment", equal to a negative value of € 5 thousand, relates to the valuation according to the equity method of the associated company Raw Power S.r.l.

The effective tax rate is 29.9% up compared to 25% in the same period of the previous year mainly due to the lack of recognition of deferred tax assets on tax losses by some Group companies and the impact of previous years taxes resulting from tax disputes and settled during the year.

Comment to consolidated statement of financial position

31.12.2023 €/000 30.09.2024 30.09.2023
223,575
251,587
Net non-current assets ()
Net working capital (
)
229,120
271,256
222,168
253,370
475,162 Total net capital employed (*) 500,376 475,538
279,352
4,315
Equity attributable to the Group
Equity attributable to non controlling interests
281,030
4,393
284,631
4,409
(191,495) Net debt (*) (214,953) (186,498)

(*) See section "definitions of alternative performance indicators"

Net non-current assets

In the first nine months 2024 the Group invested € 16,230 thousand in property, plant and equipment and intangible assets, as follows:

31.12.2023 €/000 30.09.2024 30.09.2023
5,426 Innovation technological of products 4,440 3,787
8,990 Production capacity and process innovation 6,737 6,283
4,682 Computer network system 2,782 3,081
2,229 Industrial buildings 1,343 1,401
1,609 Other investments 928 1,300
22,936 Total 16,230 15,852

Investments broken down by geographical area are as follows:

31.12.2023 €/000 30.09.2024 30.09.2023
14,850 Italy 9,614 10,067
1,636 Europe 1,644 1,080
4,633 Americas 3,459 3,546
1,817 Asia, Africa and Oceania 1,513 1,159
22,936 Total 16,230 15,852

Net working capital

Net working capital, compared to 31 December 2023, increased by € 19,669 thousand, rising from € 251,587 thousand to € 271,256 thousand.

The following table shows the change in net working capital at 30 September 2024 compared with the same period of the previous year:

€/000 9M 2024 9M 2023
Net working capital at 01 January 251,587 247,687
Increase/(decrease) in inventories (4,057) (21,289)
Increase/(decrease) in trade receivables 4,249 (3,843)
(Increase)/decrease in trade payables 12,176 20,284
Change in scope of consolidation 5,922 12,302
Other changes 1,379 (1,771)
Net working capital at 30 September 271,256 253,370

The level of net working capital as of September 30 is influenced by the increase in third-quarter sales, which generated a higher level of trade receivables, while the increase in inventories, compared to the same period, is due to production volumes related to the demand for goods and the launch of new products expected in the coming months.

The change in the scope of consolidation results in an increase of approximately € 5,922 thousand.

Net financial position

Net negative financial position amounts to € 214,953 thousand at 30 September 2024, compared to € 191,495 thousand at 31 December 2023 and € 186,498 thousand at 30 September 2023.

The following table shows the movements in the net financial position in the first nine months 2024 compared with the same period last year:

€/000 9M 2024 9M 2023
Opening NFP (191,495) (177,305)
Net profit 14,008 22,809
Amortization, depreciation and impairment losses 23,741 21,351
Cash flow from operations, excluding changes in operating
assets and liabilities
37,749 44,160
Changes in operating assets and liabilities (21,330) 8,075
Cash flow from operations 16,419 52,235
Changes in investments and disinvestments (15,374) (16,584)
Changes rights of use IFRS 16 (4,535) (10,333)
Dividends cash out (7,494) (10,628)
Other equity changes 6 (220)
Changes from exchange rates and translation reserve 3,131 (3,359)
Change in scope of consolidation (15,611) (20,304)
Closing NFP (214,953) (186,498)

Cash flow from operations is equal to € 37,749 thousand compared to € 44,160 thousand in the same period of the previous financial year. Cash flow from operations is positive for € 16,419 thousand compared to € 52,235 thousand in the same period of the previous financial year. The change in the scope of consolidation linked to the acquisition of the PNR Group has affected for € 15,611 thousand (of which € 13,400 thousand were for the agreed consideration for the total shares acquired).

Details of the net financial position is analyzed as follows:

(€/000) 30.09.2024 31.12.2023 30.09.2023
A. Cash 70,178 75,661 91,499
B. Cash equivalents - - -
C. Other current financial assets 985 1,087 2,021
D. Liquidity funds (A+B+C) 71,163 76,748 93,520
E. Current financial debt (26,556) (24,304) (15,468)
F. Current portion of non-current financial debt (64,484) (70,226) (58,381)
G. Current financial indebtedness (E + F) (91,040) (94,530) (73,849)
H. Net current financial indebtedness (G - D) (19,877) (17,782) 19,671
I. Non-current financial debt (196,271) (174,980) (207,408)
J. Debt instruments - - -
K. Non-current trade and other payables - - -
L. Non-current financial indebtedness (I + J + K) (196,271) (174,980) (207,408)
M. Total financial indebtedness (H + L) (ESMA) (216,148) (192,762) (187,737)
N. Non current financial receivables 1,195 1,267 1,239
O. Net financial position (M-N) (214,953) (191,495) (186,498)
Effect IFRS 16 43,640 43,936 42,852
Net financial position without effect IFRS 16 (171,313) (147,559) (143,646)

Net financial position at 30 September 2024 includes actualized financial liabilities related to the payment of future rental and rent payments, in application of IFRS 16 standard, equal to overall € 43,640 thousand, of which € 8,151 thousand falling due within 12 months while at 31 December 2023 they amounted to a total of € 43,936 thousand, of which € 7,503 thousand falling due within 12 months.

Current financial indebtedness mainly consists of:

  • account payables and self-liquidating accounts;
  • loan repayments falling due by 30 September 2025;
  • amounts due to other providers of finance falling due by 30 September 2025;
  • debt for the deferred payment of the minority share of the company PNR Italia S.r.l. for an amount of € 1,200 thousand;
  • debt for equity investments subject to Put & Call Options in the amount of € 2,675 thousand.

Financial liabilities for the purchase of the remaining minority shares subject to Put & Call Options are equal to € 5,765 thousand, of which € 3,090 thousand in the medium to long term, related to the following companies:

  • Markusson for an amount of € 2,118 thousand;
  • Poli S.r.l. for an amount of € 1,609 thousand;
  • Agres for an amount of € 1,148 thousand;
  • Valley LLP for an amount of € 890 thousand.

Non-current portion of the payables for the purchase of equity investments, recorded in the item "Non current financial debt", above is equal to € 3,090 thousand while the current portion of payables for the purchase of equity investments, recorded in the item "Current financial debt", is equal to € 3,875 thousand.

Equity

Total equity is equal to € 285,423 thousand against € 283,667 thousand at 31 December 2023. Earnings per share at 30 September 2024 is equal to 0.083 Euro compared to 0.136 Euro in the same period of previous year.

At December 31, 2023, the Company held 1,097,233 treasury shares in portfolio for an equivalent value of € 2,835 thousand.

During first nine months 2024 there were no movements in the consistency of the number of treasury shares.

Highlights of the consolidated financial statement broken down by operating segment for the first nine months 2024

OUTDOOR POWER
EQUIPMENT
PUMPS AND WATER
JETTING
COMPONENTS AND
ACCESSORIES
Other not allocated /
Netting
Consolidated
€/000 30.09.2024 30.09.2023 30.09.2024 30.09.2023 30.09.2024 30.09.2023 30.09.2024 30.09.2023 30.09.2024 30.09.2023
Sales to third parties 145,746 137,470 193,442 193,155 135,102 119,316 474,290 449,941
Intersegment sales 334 319 1,533 2,529 7,735 5,988 (9,602) (8,836)
Revenues from sales 146,080 137,789 194,975 195,684 142,837 125,304 (9,602) (8,836) 474,290 449,941
Ebitda (*) 11,214 12,468 22,419 27,645 24,484 21,131 (1,782) (1,569) 56,335 59,675
Ebitda/Total Revenues % 7.7% 9.0% 11.5% 14.1% 17.1% 16.9% 11.9% 13.3%
Ebitda before non ordinary expenses (*) 12,116 12,553 22,375 28,170 24,809 21,393 (1,782) (1,569) 57,518 60,547
Ebitda before non ordinary expenses/Total Revenues % 8.3% 9.1% 11.5% 14.4% 17.4% 17.1% 12.1% 13.5%
Operating result 5,449 6,661 13,496 19,551 15,431 13,681 (1,782) (1,569) 32,594 38,324
Operating result/Total Revenues % 3.7% 4.8% 6.9% 10.0% 10.8% 10.9% 6.9% 8.5%
Net financial expenses (1) (12,604) (7,923)
Profit befor taxes 19,990 30,401
Income taxes (5,982) (7,592)
Net profit 14,008 22,809
Net profit/Total Revenues% 3.0% 5.1%
(1) Net financial expenses includes the amount of Financial income and expenses, Exchange gains and losses and the amount of the Income from equity investment
STATEMENT OF FINANCIAL POSITION 30.09.2024 31.12.2023 30.09.2024 31.12.2023 30.09.2024 31.12.2023 30.09.2024 31.12.2023 30.09.2024 31.12.2023
Net debt (*) 12,073 11,174 139,287 134,618 63,593 45,703 0 0 214,953 191,495
Shareholders' Equity 187,324 185,337 95,514 99,670 80,973 76,978 (78,388) (78,318) 285,423 283,667
Total Shareholders' Equity and Net debt 199,397 196,511 234,801 234,288 144,566 122,681 (78,388) (78,318) 500,376 475,162
Net non-current assets (2) (*) 121,922 122,370 111,245 116,156 71,158 60,261 (75,205) (75,212) 229,120 223,575
Net working capital (*) 77,475 74,141 123,556 118,132 73,408 62,420 (3,183) (3,106) 271,256 251,587
Total net capital employed (*) 199,397 196,511 234,801 234,288 144,566 122,681 (78,388) (78,318) 500,376 475,162
(2) The net non-current assets of the Outdoor Power Equipment area includes the amount of Equity investments for 76,074 thousand Euro
OTHER STATISTICS 30.09.2024 31.12.2023 30.09.2024 31.12.2023 30.09.2024 31.12.2023 30.09.2024 31.12.2023 30.09.2024 31.12.2023
Number of employees at period end 723 725 977 959 817 669 9 9 2,526 2,362
OTHER INFORMATIONS 30.09.2024 30.09.2023 30.09.2024 30.09.2023 30.09.2024 30.09.2023 30.09.2024 30.09.2023 30.09.2024 30.09.2023
Amortization, depreciation and impairment losses 5,765 5,807 8,923 8,094 9,053 7,450 23,741 21,351
Investment in property, plant and equipment and in
intangible assets
4,482 3,574 5,715 6,870 6,033 5,408 16,230 15,852

(*) See section "Definitions of alternative performance indicators"

The table below shows the breakdown of "Sales to third parties" in the third quarter and in first nine months of 2024 by business sector and geographic area, compared with the same period last year.

Third quarter turnover:

OUTDOOR POWER EQUIPMENT PUMPS AND WATER JETTING COMPONENTS AND
ACCESSORIES
CONSOLIDATED
€/000 3Q 2024 3Q 2023 Var. % 3Q 2024 3Q 2023 Var. % 3Q 2024 3Q 2023 Var. % 3Q 2024 3Q 2023 Var. %
Europe 29,683 25,920 14.5 22,888 22,284 2.7 21,566 18,048 19.5 74,137 66,252 11.9
Americas 1,620 1,387 16.8 24,794 24,853 (0.2) 12,803 12,808 (0.0) 39,217 39,048 0.4
Asia, Africa and Oceania 3,978 3,525 12.9 5,406 6,172 (12.4) 6,113 3,788 61.4 15,497 13,485 14.9
Total 35,281 30,832 14.4 53,088 53,309 (0.4) 40,482 34,644 16.9 128,851 118,785 8.5

Turnover of the first nine months:

OUTDOOR POWER EQUIPMENT COMPONENTS AND
PUMPS AND WATER JETTING
ACCESSORIES
CONSOLIDATED
€/000 9M 2024 9M 2023 Var. % 9M 2024 9M 2023 Var. % 9M 2024 9M 2023 Var. % 9M 2024 9M 2023 Var. %
Europe 125,973 116,672 8.0 81,823 82,886 (1.3) 78,518 67,991 15.5 286,314 267,549 7.0
Americas 4,901 4,751 3.2 93,418 88,807 5.2 39,900 37,164 7.4 138,219 130,722 5.7
Asia, Africa and Oceania 14,872 16,047 (7.3) 18,201 21,462 (15.2) 16,684 14,161 17.8 49,757 51,670 (3.7)
Total 145,746 137,470 6.0 193,442 193,155 0.1 135,102 119,316 13.2 474,290 449,941 5.4

Outdoor Power Equipment

Segment revenues increased by 6% compared to the same period of the previous year, thanks to positive sales performance in the second and third quarter, in which all areas contributed to the good performance.

In Europe, sales growth has been driven by the main markets of Western Europe, thanks to the positive effects generated by sales network initiatives and a normalized level of inventory at the distribution network while in Eastern Europe, a negative trend was observed in the areas affected by the Russia-Ukraine conflict, with a decrease in sales of approximately € 2,600 thousand.

The generalized growth recorded in the third quarter contributed to the improvement of the performance in the Americas area.

In the Asia, Africa, and Oceania area, the decrease was attributable to lower sales in Turkey and the Far East, despite recovering over the past three months.

EBITDA, amounting to € 11,214 thousand, compared to € 12,468 thousand in the first nine months of 2023, benefited from the increase in sales, while the increase in logistics costs due to higher maritime freight rates and greater use of rail and air transport to promptly meet market demand led to a deterioration in margins, partially offset by the decrease in component purchase costs.

During the first nine months of 2024, non-recurring expenses of € 902 thousand were recorded (€ 85 thousand of non-recurring items in the same period of the previous year).

Net negative financial position, amounting to € 12,073 thousand, has slightly worsened compared to December 31, 2023, due to an increase in net working capital linked to the growth in production and sales volumes.

Pumps and Water Jetting

Segment revenues increased by 0.1% compared to the first nine months 2023.

Sales in Europe decreased, mainly due to the significant reduction in exports to Russia and the considerable slowdown in sales in the French and German markets. However, the Polish, Italian, and Spanish markets have partially offset this decrease. As for online sales, the third quarter confirmed the excellent recovery already observed in the second quarter, more than compensating for the negative decline in the first quarter.

The increase in revenue in the Americas area is due to the effect of the consolidation area and the commercialization of new products from the Bestway division, which has more than compensated for the decline in sales of other product lines.

Revenues in Asia, Africa, and Oceania decreased due to the contraction of sales in Oceania and the markets of the Middle East, Japan, and Korea.

EBITDA for the first nine months of 2024, amounting to € 22,419 thousand, compared to € 27,645 thousand for the same period in 2023, was penalized by an unfavorable product mix, increased transport costs, personnel costs, and fixed costs related to expectations of sales volumes higher than those actually achieved.

Net negative financial position, amounting to € 139,287 thousand, increased compared to December 31, 2023, mainly due to the increase in net working capital and to the lower free cash flow from operations.

Components and accessories

Segment sales increased by 13.2% compared to the first nine months of 2023. The inclusion of the PNR Group in the consolidation area contributed approximately 11.3 million euros.

Sales in Europe, net of the PNR Group's contribution, showed a slight increase despite the significant decline in the agriculture division, which was impacted by negative sector trend, and particularly by the sharp decline in the Russian market. In the Italian market, sales increased mainly in the gardening products sector.

Revenue in the Americas area, excluding changes in scope, increased thanks to the good performance of the North American market, which more than offset the decline of the Brazilian subsidiaries operating in the agricultural sector. In the Asia, Africa, and Oceania area, an excellent performance was noted in the third quarter; net of the change in scope, growth was driven by a significant increase in sales in the Chinese and Turkish markets.

EBITDA, amounting to € 24,484 thousand compared to € 21,131 thousand as of September 30, 2023, benefited from the change in the consolidation area by approximately 2.7 million euros and an improved product mix, while it was impacted by the increase in transport costs.

Net negative financial position, amounting to € 63,593 thousand, increased compared to the end of 2023, due to the impact of the PNR acquisition and the increase in net working capital.

Business outlook

The expansion of the commercial offer positively impacted sales performance in the first nine months of the financial year, despite a difficult macroeconomic context marked by a cautious attitude from customers and consumers, worsened by tensions in international supply chains, which negatively affected the achievement of expected earnings results. The good increase in turnover in the third quarter supported the positive sales trend in the first nine months of the year and suggests favorable developments in the coming months. In a highly uncertain market scenario, the Group confirms its expectations of a progressive increase in turnover compared to 2023.

Subsequent events

No significant events occurred after the end of the period of this report.

Other information

Significant operations: derogation from disclosure obligations

The Company has resolved to make use, with effect from 31 January 2013, of the right to derogate from the obligation to publish the informative documents prescribed in the event of significant merger, demerger, share capital increase through the transfer of goods in kind, acquisition and disposal operations, pursuant to art. 70, paragraph 8, and art. 71, paragraph 1-bis of Consob Issuers Regulations, approved with resolution no. 11971 of 4/5/1999 and subsequent modifications and integrations.

Definitions of alternative performance indicators

The chart below shows, in accordance with recommendation ESMA/201/1415 published on October 5, 2015, the criteria used for the construction of key performance indicators that management considers necessary to the monitoring the Group performance.

  • EBITDA before non-ordinary expenses and revenues: is obtained by deducting at EBITDA the impact of charges and income for litigation and grants relating to non-core management, expenses related to M&A transactions, and costs for staff reorganization and restructuring.
  • EBITDA: defined as profit/(loss) for the period gross of depreciation of tangible and intangible fixed assets and rights of use, write-downs of fixed assets, goodwill and equity investments, Income from/(expenses on) equity investment, income and financial charges, foreign exchange gains and charges and income taxes.
  • FREE CASH FLOW FROM OPERATIONS: calculated by adding the items "Net profit" plus "Amortization, depreciation and impairment losses".
  • NET WORKING CAPITAL: include items "Trade receivables", "Inventories", current non financial "other receivables" net of "Trade payables" and current non financial "other payables".
  • NET FIXED ASSETS or NET NON-CURRENT ASSETS: include non-financial "Non current assets" net of nonfinancial "Non-current liabilities".
  • NET CAPITAL EMPLOYED: is obtained by adding the "Net working capital" and "Net non-current assets".
  • NET FINANCIAL POSITION: this indicator is calculated by adding to the scheme envisaged by the "Call for attention no. 5/21" of 29 April 2021 issued by Consob, which refers to ESMA guidelines 32-382-1138 of 4 March 2021, the non-current financial receivables.

It should be noted that alternative performance indicators are not identified as an accounting measure under the International Accounting Standards and, therefore, should not be considered a substitute measure for the evaluation of the performance of the Company and the Group. The criterion for determining these indicators applied by the Company and the Group may not be homogeneous with that adopted by other companies in the sector and, therefore, such data may not be comparable.

Consolidated financial statements

Consolidated Income Statement

Thousand of Euro

Year 2023 CONSOLIDATED INCOME STATEMENT 3 Q 2024 3 Q 2023 9 months 2024 9 months 2023
566,317 Revenues from sales 128,851 118,785 474,290 449,941
5,493 Other operating incomes 1,163 846 3,081 3,321
755 Change in inventories 6,691 (2,786) 89 (10,205)
(298,310) Raw materials, consumables and goods (70,123) (58,622) (244,766) (228,176)
(105,036) Personnel expenses (27,454) (24,600) (89,709) (78,194)
(102,915) Other operating costs and provisions (26,510) (22,790) (86,650) (77,012)
(29,080) Amortization, depreciation and impairment losses (7,878) (7,335) (23,741) (21,351)
37,224 Operating result 4,740 3,498 32,594 38,324
5,621 Financial income 721 932 2,705 2,851
(17,830) Financial expenses (5,159) (3,443) (13,962) (11,708)
418 Exchange gains and losses (702) (299) (1,342) 932
2 Income from/(expeses on) equity investment 2 16 (5) 2
25,435 Profit before taxes (398) 704 19,990 30,401
(5,513) Income taxes 97 47 (5,982) (7,592)
19,922 Net profit (A) (301) 751 14,008 22,809
(847) (Profit)/loss attributable to non controlling interests (206) (209) (555) (742)
19,075 Net profit attributable to the Group (507) 542 13,453 22,067
0.117 Basic earnings per share (0.003) 0.003 0.083 0.136
0.117 Diluted earnings per share (0.003) 0.003 0.083 0.136
Year 2023 CONSOLIDATED STATEMENT OF OTHER
COMPREHENSIVE INCOME
9 months 2024 9 months 2023
19,922 Net profit (A) 14,008 22,809
(2,192) Profits/(losses) deriving from the conversion of foreign
company accounts
(6,000) 92
(43) Actuarial profits/(losses) deriving from defined benefit
plans (*)
- -
11 Income taxes on OCI (*) - -
(2,224) Total other components to be included in the
comprehensive income statement (B)
(6,000) 92
17,698 Total comprehensive income for the perdiod (A)+(B) 8,008 22,901
(844) Comprehensive net profit attributable to non controlling interests (C) (331) (777)
16,854 Comprehensive net profit attributable to the Group (A)+(B)+(C) 7,677 22,124

(*) Items will not be classified in the income statement

Statement of consolidated financial position

Thousand of Euro

31.12.2023 ASSETS 30.09.2024 30.09.2023
Non-current assets
86,021 Property, plant and equipment 89,813 85,066
29,228 Intangible assets 32,513 29,399
41,907 Rights of use 41,286 41,062
72,554 Goodwill 71,438 72,914
8 Equity investments in other companies 8 8
802 Equity investments in associates 797 802
11,531 Deferred tax assets 12,263 10,918
1,267 Other financial assets 1,195 1,239
96 Other assets 95 98
243,414 Total non-current assets 249,408 241,506
Current assets
234,656 Inventories 235,225 225,495
121,936 Trade and other receivables 134,090 121,684
11,249 Current tax receivables 9,754 8,565
59 Other financial assets 89 37
1,028 Derivative financial instruments 896 1,984
75,661 Cash and cash equivalents 70,178 91,499
444,589 Total current assets 450,232 449,264
688,003 TOTAL ASSETS 699,640 690,770
31.12.2023 SHAREHOLDERS' EQUITY AND LIABILITIES 30.09.2024 30.09.2023
Shareholders' Equity
279,352 Shareholders' Equity of the Group 281,030 284,631
4,315 Non-controlling interests 4,393 4,409
283,667 Total Shareholders' Equity 285,423 289,040
Non-current liabilities
138,547 Loans and borrowings due to banks and other lenders 160,782 171,924
36,433 Liabilities for leasing 35,489 35,484
7,968 Deferred tax liabilities 8,988 7,667
6,066 Employee benefits 6,619 6,153
2,885 Provisions for risks and charges 2,822 2,906
1,653 Other liabilities 664 1,373
193,552 Total non-current liabilities 215,364 225,507
Current liabilities
109,772 Trade and other payables 100,626 95,305
4,691 Current tax liabilities 5,112 5,338
86,424 Loans and borrowings due to banks and other lenders 81,765 66,056
7,503 Liabilities for leasing 8,151 7,368
603 Derivative financial instruments 1,124 425
1,791 Provisions for risks and charges 2,075 1,731
210,784 Total current liabilities 198,853 176,223
688,003 TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 699,640 690,770

Statement of changes in consolidated equity for the Emak Group at 31.12.2023 and at 30.09.2024

SHARE
PREMIUM
Treasury
Shares
OTHER RESERVES RETAINED EARNINGS EQUITY
Thousand of Euro SHARE
CAPITAL
Legal
reserve
Revaluation
reserve
Cumulative
translation
adjustment
Reserve
IAS 19
Other
reserves
Retained
earnings
Net profit
of the
period
TOTAL
GROUP
ATTRIBUTABLE
TO NON
CONTROLLING
INTERESTS
TOTAL
Balance at 31.12.2022 42,623 41,513 (2,835) 4,247 4,353 2,264 (952) 32,339 119,183 30,268 273,003 3,984 276,987
Profit reclassification 722 3,144 15,818 (30,268) (10,584) (204) (10,788)
Other changes 79 79 (309) (230)
Net profit for the period (2,189) (32) 19,075 16,854 844 17,698
Balance at 31.12.2023 42,623 41,513 (2,835) 4,969 4,353 75 (984) 35,483 135,080 19,075 279,352 4,315 283,667
Profit reclassification 522 2,598 8,627 (19,075) (7,328) (166) (7,494)
Other changes 1,329 1,329 (87) 1,242
Net profit for the period (5,776) 13,453 7,677 331 8,008
Balance at 30.09.2024 42,623 41,513 (2,835) 5,491 4,353 (5,701) (984) 38,081 145,036 13,453 281,030 4,393 285,423

Comments on the financial statements

The interim report has been prepared under disclosure continuity, comparability, international best practice and transparency to the market. The Board of Directors of Emak S.p.A. has decided, because of membership in the STAR segment of the Euronext, to draw up and publish the quarterly reports, in compliance with art. 2.2.3, paragraph 3, letter. a) of the Regulation of Markets organized and managed by Borsa Italiana S.p.A. The reports are made available to the public in the usual forms of deposit at the registered office, the company website and the "eMarket Storage" storage mechanism.

In relation to the above, it is confirmed that the accounting principles and policies adopted by the Group in preparing the quarterly consolidated financial statements are consistent with those adopted in the consolidated financial statements at 31 December 2023, with the peculiarities shown below.

In this interim report IAS 19 is not applied as far as the quantification of changes in actuarial gains accrued in the period is concerned. In addition, in the context of disclosure of synthetic and essential character, are not observed all the detailed requirements of IAS 34, whenever it is assessed that its application does not bring meaningful information.

It should be noted that:

  • when it has not been possible to obtain invoices from suppliers for the provision of consulting and other services, a reasonable estimate of these costs has been made on the basis of the stage of completion of the work;
  • current and deferred taxes have been calculated using the tax rates applied in the current year in the individual countries of operation;
  • the quarterly report is not subject to audit;
  • all amounts are expressed in thousands of euros, unless otherwise specified.

Exchange rates used to translation of financial statements in foreign currencies:

31.12.2023 Amount of foreign for 1 Euro Average 9 M 2024 30.09.2024 Average 9 M 2023 30.09.2023
0.87 GB Pounds (UK) 0.85 0.84 0.87 0.86
7.85 Renminbi (China) 7.82 7.85 7.62 7.74
1.11 Dollar (Usa) 1.09 1.12 1.08 1.06
4.34 Zloty (Poland) 4.31 4.28 4.58 4.63
20.35 Zar (South Africa) 20.07 19.23 19.89 19.98
42.00 Uah (Ukraine) 43.23 46.15 39.61 38.74
5.36 Real (Brazil) 5.70 6.05 5.42 5.31
10.93 Dirham (Morocco) - - 10.96 10.92
18.72 Mexican Pesos (Mexico) 19.30 21.98 19.28 18.50
977.07 Chilean Pesos (Chile) 1,018.44 1,006.93 890.08 959.80
11.10 Swedish krona (Sweden) 11.41 11.30 11.48 11.53

Significant, non-recurring transactions or atypical, unusual transactions

Acquisition of PNR Group

On 15 January 2024 the subsidiary Tecomec S.r.l. concluded the acquisition of the PNR group, headquartered in Voghera (Italy), made up of 5 companies (4 in Europe and 1 in the USA) and a total of 120 employees. The companies are active in the design, production and marketing of components for industrial cleaning with applications in related sectors such as high-pressure washing and agriculture and in diversified sectors, such as metal, paper, chemical, pharmaceutical and food.

The pro forma results of the acquired Group for 2023 show a consolidated turnover of over 15 million euros, a normalized EBITDA margin estimated in the order of 22%.

Simultaneously with the signing of the purchase contract, the parent company Pnr Italia S.r.l. paid 1.6 million euros as consideration for the acquisition of the shares of the other 4 target companies involved in the deal, pursuant to the overall agreements signed.

The fair value of the assets and liabilities of the pro forma PNR subgroup subject to acquisition of the controlling interest determined on the basis of the financial statements of December 31, 2023 and the price paid are detailed below:

€/000 Book values Fair Value
adjustments
Fair value of
acquired assets
and liabilities
Non-current assets
Property, plant and equipment 4,033 - 4,033
Intangible fixed assets 141 5,313 5,454
Rights of use 2,122 - 2,122
Goodwill 0 - 0
Deferred tax assets 424 - 424
Other non current financial assets 39 - 39
Current assets
Inventories 4,626 - 4,626
Trade and other receivables 3,803 - 3,803
Current tax receivables 243 - 243
Cash and cash equivalents 1,511 - 1,511
Non-current liabilities
Loans and borrowings due to banks and other lenders (506) - (506)
Liabilities for leasing (1,822) (1,822)
Employee benefits (507) - (507)
Provisions for risks and charges (81) - (81)
Deferred tax liabilities (1,482) (1,482)
Current liabilities
Trade and other payables (2,272) - (2,272)
Current tax liabilities (478) - (478)
Loans and borrowings due to banks and other lenders (1,133) - (1,133)
Liabilities for leasing (300) - (300)
Total net assets 9,843 3,831 13,674
% interest held 79.995%
Equity of the Group acquired 10,938
Goodwill 962
Value of the share acquired 11,900
Purchase price paid 11,900
Cash and cash equivalents 1,511
Net cash outflow 10,389

The difference between the acquisition price paid and the fair value of the assets, liabilities and contingent liabilities at the acquisition date was recognized as goodwill.

The fair value adjustments refer to the valuation of the customer list of the acquired entities carried out during the Purchase Price Allocation as required by IFRS 3, amounting to € 5,313 thousand, and the related tax effects. The process of determining the fair value of the acquired assets and liabilities did not lead to the identification of further adjustments to be made to the respective book values, furthermore, the evaluation did not reveal any unreflected contingent liabilities.

The determination of the fair value of the acquired assets and liabilities has been performed under valuation methodologies recognized as best practice; in particular, the Multiperiod Excess Earnings Method has been considered for the customer list. The useful life of the acquired customer list has been estimated based on their turnover rate at 11 years.

The fair values of the assets, liabilities and contingent liabilities acquired were determined, in compliance with the provisions of IFRS 3 "Business Combinations", on a provisional basis, as the related valuation processes are still in progress.

On June 10, 2024, Tecomec S.r.l. exercised the call option to purchase the remaining 20.005% for a consideration of 1.5 million Euros, simultaneously paying 0.3 million Euros. The payment of the balance, amounting to 1.2 million Euros, is expected by October 31, 2024.

The effects of the acquisition of the remaining 20% of the PNR Group, being subsequent to the transfer of control of the same, have been directly recognized in equity, as a transaction between shareholders.

Share capital increase of Agres Sistemas Eletrônicos S.A.

On August 30, 2024, Tecomec S.r.l. and the minority shareholders subscribed to a capital increase in Agres Sistemas Eletrônicos S.A., through the conversion of intercompany loans and cash contributions, for a total amount of 11,778 thousand Reais.

Bagnolo in Piano (RE), November 13, 2024 On behalf of the Board of Directors

The Chairman

Massimo Livatino

Declaration of the manager in charge of preparing the accounting statements pursuant to the rules of Article 154-bis, paragraph 2 of Legislative Decree no. 58/1998

The manager in charge of preparing corporate accounting statements of EMAK S.p.A., Roberto Bertuzzi, based on his own knowledge,

certifies,

in accordance with the second paragraph of Art. 154-bis, of Italian Legislative Decree No. 58 of 24 February 1998, that the accounting information contained in the Quarterly Report at 30 September 2024, examined and approved today by the Board of Directors of the company, corresponds with the accounting documents, ledgers and records.

Faithfully Bagnolo in Piano (RE), November 13, 2024

Roberto Bertuzzi The Manager in charge of preparing the accounting statements

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