Annual Report • Apr 5, 2019
Annual Report
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Deoleo S.A., warns that English version of the Consolidated Financial Statements for 2018, had been translated under its exclusive responsibility and do not constitute an official document.
Consolidated Financial Statements for Deoleo and Subsidiaries 2018:
The Annual Corporate Governance report 2018 and Individual Annual Accounts FY 2018 (spanish version) available on CNMV website and Deoleo web site, have not been translated to English.
Link IAGC 2018 (spanish version): http://www.cnmv.es/portal/Consultas/EE/InformacionGobCorp.aspx?nif=A48012009
Link Annual Accounts FY 2018 - Individual & Consolidated (spanish version): http://www.cnmv.es/portal/Consultas/IFA/ListadoIFA.aspx?id=0&nif=A48012009
(Thousands of Euros)
| ASSETS | Notes | 31-12-2018 | 31-12-2017 | EQUITY AND LIABILITIES | Notes | 31-12-2018 | 31-12-2017 |
|---|---|---|---|---|---|---|---|
| NON-CURRENT ASSETS: | 583.914 | 903.940 | EQUITY: | Note 16 | 35.310 | 299.831 | |
| Intangible assets- | Note 6 | 440.657 | 704.549 | Share capital | 140.486 | 115.468 | |
| Trademarks | 395.917 | 655.310 | Other reserves | 57.823 | 57.984 | ||
| Other intangible assets | 42.384 | 46.596 | Translation differences | (15.632) | (17.497) | ||
| Computer software | 2.356 | 2.643 | Valuation adjustments | 99 | 55 | ||
| Goodwill | Note 6 | 21.717 | 64.781 | Prior years' losses | (147.466) | 143.821 | |
| Property, plant and equipment- | Note 7 | 56.232 | 59.929 | Equity attributable to shareholders of the Parent | 35.310 | 299.831 | |
| Land and buildings | 34.221 | 35.657 | |||||
| Plant and machinery | 18.897 | 20.256 | |||||
| Other fixtures, tools and furniture | 810 | 942 | |||||
| Other items of property, plant and equipment | 1.214 | 1.293 | |||||
| Advances and property, plant and equipment | |||||||
| in the course of construction | 1.090 | 1.781 | NON-CURRENT LIABILITIES: | 687.215 | 711.248 | ||
| Investment property | Note 8 | 11.502 | 11.618 | Financial liabilities arising from the issue of | |||
| Investments in associates | 473 | 473 | debt instruments and other marketable securities | Note 18 | 42.453 | 42.453 | |
| Non-current financial assets- | Note 10 | 10.093 | 6.564 | Non-current bank borrowings | Note 18 | 541.302 | 504.161 |
| Deferred tax assets | Note 14 | 43.240 | 56.026 | Other financial liabilities | Note 18 | 735 | 1.215 |
| Government grants | Note 21 | 3.921 | 3.921 | ||||
| Deferred tax liabilities | Note 14 | 85.305 | 143.825 | ||||
| Provisions | Note 20.1 | 11.084 | 12.955 | ||||
| Other non-current liabilities | Note 4.16 | 2.415 | 2.718 | ||||
| CURRENT ASSETS: | 224.757 | 233.997 | |||||
| Inventories | Note 12 | 92.783 | 109.790 | ||||
| Trade and other receivables | Note 13 | 66.552 | 89.868 | CURRENT LIABILITIES: | 86.146 | 126.858 | |
| Current tax assets | Note 14 | 2.791 | 2.234 | Current bank borrowings | Note 18 | 19.675 | 30.712 |
| Other current financial assets | Note 10 | 8.223 | 8.281 | Trade and other payables | Note 19 | 65.572 | 89.334 |
| Other current assets | 1.207 | 1.610 | Current tax liabilities | Note 14 | 491 | 541 | |
| Cash and cash equivalents- | Note 15 | 47.947 | 16.831 | Provisions | Note 20.1 | 8 | 5.871 |
| Cash | 47.947 | 16.831 | Liabilities associated with non-current assets classified | ||||
| Non-current assets classified as held for sale | Note 5 | 5.254 | 5.383 | as held for sale | Note 5 | 400 | 400 |
| TOTAL ASSETS | 808.671 | 1.137.937 | TOTAL EQUITY AND LIABILITIES | 808.671 | 1.137.937 |
The accompanying Notes 1 to 34 are an integral part of the consolidated statement of financial position at 31 December 2018.
(Thousands of Euros)
| Notes | 2018 | 2017 | |
|---|---|---|---|
| CONTINUING OPERATIONS: Revenue Other operating income Changes in inventories of finished goods and work in progress Cost of raw materials and consumables used Staff costs Depreciation and amortisation charge Other operating expenses PROFIT (LOSS) FROM OPERATIONS |
Note 30 Note 23 Note 30 Note 30 Note 24 Notes 6, 7 and 8 Note 25 |
605.557 10.052 (15.993) (447.501) (44.078) (17.475) (389.857) (299.295) |
692.332 14.787 5.272 (544.649) (47.606) (17.988) (102.833) (685) |
| Finance income Finance costs PROFIT (LOSS) BEFORE TAX Income tax PROFIT (LOSS) FOR THE YEAR FROM CONTINUING OPERATIONS PROFIT (LOSS) FOR THE YEAR |
Note 26 Note 26 Note 14.2 |
9.734 (42.197) (331.758) 40.693 (291.065) (291.065) |
14.063 (39.490) (26.112) 7.756 (18.356) (18.356) |
| Attributable to: Shareholders of the Parent Non-controlling interests BASIC EARNINGS PER SHARE (in euros): Loss from continuing operations DILUTED EARNINGS PER SHARE (in euros): Loss from continuing operations |
Note 17 Note 17 |
(291.065) - (0,243) (0,243) |
(18.356) (0,016) (0,016) |
The accompanying Notes 1 to 34 are an integral part of the consolidated income statement for 2018.
(Thousands of Euros)
| Notes | 2018 | 2017 | |
|---|---|---|---|
| PROFIT (LOSS) PER INCOME STATEMENT | (291.065) | (18.356) | |
| OTHER COMPREHENSIVE INCOME: | |||
| Income and expense recognised directly in equity- | |||
| Translation differences | Note 16.4 | 1.865 | (10.702) |
| Actuarial gains and losses and other adjustments | (117) | 31 | |
| OTHER COMPREHENSIVE INCOME RECOGNISED DIRECTLY IN EQUITY | 1.748 | (10.671) | |
| TOTAL COMPREHENSIVE INCOME | (289.317) | (29.027) | |
| Attributable to: | |||
| Shareholders of the Parent | (289.317) | (28.887) | |
| Non-controlling interests | - | (140) |
The accompanying Notes 1 to 34 are an integral part of the consolidated statement of comprehensive income for 2018.
(Thousands of Euros)
| Share Capital | Other Reserves |
Retained Earnings / Losses |
Translation Differences |
Valuation Adjustments |
Total | Non Controlling Interests |
Total Equity | |
|---|---|---|---|---|---|---|---|---|
| Balances at 31 December 2016 | 438.778 | 23.801 | (126.772) | (6.795) | (294) | 328.718 | 140 | 328.858 |
| Consolidated comprehensive income for 2017 | - | - | (18.534) | (10.702) | 349 | (28.887) | (140) | (29.027) |
| Share Capital Reduction | (323.310) | 34.183 | 289.127 | - | - | - | - | - |
| Balances at 31 December 2017 | 115.468 | 57.984 | 143.821 | (17.497) | 55 | 299.831 | - | 299.831 |
| Adjustment for application of IFRS 9 (Note 2.2.1) | - | - | (222) | - | - | (222) | - | (222) |
| Adjusted Balances at 1 January 2018 | 115.468 | 57.984 | 143.599 | (17.497) | 55 | 299.609 | - | 299.609 |
| Consolidated comprehensive income for 2018 | - | (161) | (291.065) | 1.865 | 44 | (289.317) | - | (289.317) |
| Share Capital Increase (Note 16) | 25.018 | - | - | - | - | 25.018 | - | 25.018 |
| Balances at 31 December 2018 | 140.486 | 57.823 | (147.466) | (15.632) | 99 | 35.310 | - | 35.310 |
The accompanying Notes 1 to 34 are an integral part of the consolidated statement of changes in equity for 2018.
(Thousands of Euros)
| Notes | 2018 | 2017 | |
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES: | (11.893) | (22.738) | |
| Profit/(Loss) for the year before tax | (331.758) | (26.112) | |
| Adjustments for- | 345.718 | 50.308 | |
| Depreciation and amortisation charge | Notes 6, 7 and 8 | 17.475 | 17.988 |
| Impairment losses | Notes 23 and 25 | 296.400 | 5.261 |
| Changes in operating provisions and allowances | Notes 23 and 25 | 862 | 1.106 |
| Changes in provisions for contingencies and charges | Note 20 | (698) | 5.901 |
| Gains/Losses on derecognition and disposal of non-current assets | Note 23 | (784) | (50) |
| Gains/Losses on derecognition and disposal of non-current assets | |||
| classified as held for sale | Note 23 | - | (5.032) |
| Finance income | Note 26 | (1.055) | (55) |
| Finance costs | Note 26 | 31.964 | 30.983 |
| Changes in fair value of financial instruments | Note 26 | 538 | (609) |
| Exchange differences | Note 26 | 1.016 | (5.185) |
| Changes in working capital- | 6.491 | (16.483) | |
| Inventories | 17.128 | (7.862) | |
| Trade and other receivables | 23.553 | (26.068) | |
| Other current assets | (116) | 246 | |
| Non-current assets classified as held for sale | - | (255) | |
| Trade and other payables | (23.208) | 21.627 | |
| Other assets and liabilities | (10.866) | (3.510) | |
| Liabilities associated with non-current assets classified as held for sale | - | (661) | |
| Other cash flows from operating activities- | (32.344) | (30.451) | |
| Interest paid | (27.414) | (27.757) | |
| Interest received | 1.055 | 55 | |
| Income tax paid | (5.985) | (2.749) | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | (3.085) | (1.789) | |
| Payments due to investment- | (4.096) | (8.448) | |
| Intangible assets | Note 6 | (589) | (666) |
| Property, plant and equipment | Note 7 | (3.373) | (6.580) |
| Investment property | - | (25) | |
| Financial assets | (134) | (1.177) | |
| Proceeds from disposal- | 1.011 | 6.659 | |
| Property, plant and equipment | 175 | 625 | |
| Investment property | - | 267 | |
| Non-current assets classified as held for sale | Note 5 | 600 | 5.767 |
| Financial assets | 236 | - | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | 46.094 | 12.767 | |
| Proceeds and payments for equity instruments- | 25.018 | - | |
| Issuance of own equity instruments | Note 16 | 25.018 | - |
| Proceeds and payments relating to financial liability instruments- | 21.076 | 12.767 | |
| Proceeds from issue of bank borrowings | Note 18 | 34.000 | 22.658 |
| Repayment of bank borrowings | (12.444) | (8.768) | |
| Repayment of other borrowings | (480) | (1.123) | |
| EFFECT OF EXCHANGE RATE CHANGES | - | 5.185 | |
| NET INCREASE/DECREASE IN CASH AND CASH EQUIVALENTS | 31.116 | (6.575) | |
| Cash and cash equivalents at beginning of year | Note 15 | 16.831 | 23.406 |
| Cash and cash equivalents at end of year | Note 15 | 47.947 | 16.831 |
The accompanying Notes 1 to 34 are an integral part of the consolidated statement of cash flows for 2018.
Deoleo, S.A. and Subsidiaries
Notes to the Consolidated Financial Statements for the year ended 31 December 2018
Deoleo, S.A. ("the Company" or "the Parent") was incorporated for an indefinite period of time in Bilbao on 1 February 1955 under the name of Arana Maderas, S.A. Subsequently, the Company changed its name several times and adopted its current name in 2011. In 1994, 2001, 2003 and 2011 the Parent carried out various merger processes, detailed information on which is disclosed in the financial statements for those years. The Parent's registered office is located at Carretera N-IV – KM 388 Alcolea (Córdoba).
The main activities carried on by the Group in 2018 consist of the preparation, processing and marketing of oils and other food and agricultural products.
The Parent's shares are admitted to trading on the Bilbao, Madrid, Valencia and Barcelona Stock Exchanges and on the Spanish Stock Market Interconnection System. None of the subsidiaries' shares are traded on the securities markets.
The regulatory financial reporting framework applicable to the Group consists of:
The consolidated financial statements for 2018, which were obtained from the accounting records and financial statements of the Parent and of the consolidated companies, were prepared in accordance with the regulatory financial reporting framework detailed in Note 2.1 above and, accordingly, present fairly the Group's consolidated equity and consolidated financial position at 31 December 2018, and the consolidated results of its operations, the changes in consolidated equity and the consolidated cash flows in the year then ended.
The 2018 consolidated financial statements of the Group and the 2018 separate financial statements of the Group companies, which were formally prepared by their respective directors, have not yet been approved by their shareholders at the respective Annual General Meetings.
However, the Parent's directors consider that the aforementioned financial statements will be approved without any material changes. The Group's consolidated financial statements for 2017 were approved by the shareholders at the Annual General Meeting of Deoleo, S.A. on June, 28 2018 and were filed at the Madrid Mercantile Registry.
Since the accounting policies and measurement bases applied in preparing the Group's consolidated financial statements for 2018 may differ from those applied by certain Group companies, the required adjustments and reclassifications were made on consolidation to unify these policies and bases and to make them compliant with IFRSs as adopted by the European Union.
In 2018 new accounting standards came into force and were therefore taken into account when preparing the accompanying consolidated financial statements, but which did not give rise to a change in the Group's accounting policies:
| New Standards, Amendments and Interpretations |
Description | Obligatory Application in the Years Beginning on or after: |
|---|---|---|
| Amendments and/or interpretations | ||
| IAS 9 Financial Instruments (published in July,2014) |
||
| IFRS 15 Revenue from Contracts with Customers (published in May 2014) and its clarifications (published in April 2016). |
New standard on revenue recognition, replacing IAS11, IAS 18, IFRIC 13, IFRIC 15, IFRIC 18 and SIC-31. |
01 January 2018 |
| Amendments and/or interpretations | ||
| Amendment to IFRS 2 Classification and measurement of share-based payment transactions (published in June 2016) |
Narrow-scope amendments clarifying specific matters such as the effects of vesting and non-vesting conditions in cash-settled share-based payments, the classification of share-based payments where there are net settlement clauses and some aspects of the modifications to terms of a share-based payment. |
|
| Clarifications to IFRS 15 (published in April 2016) |
Focus on identifying performance obligations, principal versus agent considerations, licensing and determining whether a license is satisfied at a point in time or over time, as well as certain clarifications to the transition requirements. |
|
| Amendment to IFRS 4 Insurance contracts (published in September 2016) |
It allows entities under the scope of IFRS 4 the option of applying IFRS 9 ("overlay approach") or their temporary exemption. |
01 January 2018 |
| Amendment to IAS 40 Reclassification of real estate investments (published in December 2016) |
The amendment clarifies that the reclassification of an investment from or to real estate investment is only permitted when there is evidence of a change in its use. |
|
| Improvements to IFRS 2014-2016 cycle (published in December 2016) |
Minor amendments to a series of standards (different effective dates, including 1 January 2017). |
|
| IFRIC 22 Foreign currency transactions and advances (published in December 2016) |
This interpretation establishes the "transaction date" for the purpose of determining the exchange rate applicable in transactions with foreign currency advances. |
Analysis of initial application of IFRS 9:
IFRS 9 will supersede IAS 39 for reporting periods beginning on or after 1 January 2018 and affects both financial assets and financial liabilities, in three main phases: classification and measurement, impairment methodology and hedge accounting. There are very significant differences with respect to the current standard for the recognition and measurement of financial instruments, the most important being as follows:
• Investments in financial assets with contractual cash flows that are solely payments of principal and interest and the business model of which is in turn to hold them in order to collect contractual cash flows will generally be measured at amortised cost. Substantially all the Group's financial instruments are included in this category. When the business model for these assets is the collection of contractual cash flows and the sale of the assets, they will be measured at fair value through other comprehensive income. All the other financial assets that do not consist solely of payments of principal and interest the business model of which is the sale thereof will be measured at fair value through profit or loss. However, the Group may make an irrevocable election to present in "Other Comprehensive Income" (equity) subsequent changes in the fair value of particular investments in equity instruments and, in general, only the dividends from those investments will be recognised subsequently in profit or loss.
The Group intends to apply IFRS 9 without restating the comparative information, i.e. the difference between the prior carrying amounts and the new amounts at the date of initial application of the standard will be recognised as an adjustment to reserves (equity). By reference to an analysis of the Group's financial assets and liabilities at 31 December 2017, Group management conducted an assessment of the effect of IFRS 9 on the financial statements, as indicated below.
The preliminary analysis did not disclose any significant changes in the classification and measurement of financial assets based on the Group's current business model.
The Group has not renegotiated its financial liabilities which under IAS 39 were considered nonmaterial and, consequently, did not require the derecognition of the financial liabilities.
All the other financial assets and liabilities will continue to be measured on the same basis as that currently adopted in application of IAS 39.
The financial assets measured at amortised cost or at fair value through other comprehensive income, finance lease receivables, assets from contracts with customers or loan commitments and financial guarantee contracts will be subject to the impairment requirements of IFRS 9.
The new standard replaces the IAS 39 "incurred credit loss" models with the "expected credit loss" model. This model requires the recognition of the financial assets at the date of initial recognition, as well as the amounts receivable from customers in relation to the expected credit loss that would result from a default event within the 12 months after the reporting date or over the expected life of the financial instrument.
The Group has recognised write-downs on trade and other receivables. Also, as a result of the assessment of the new standard performed by the Group, a write-down was made based on the expected credit loss associated with its financial assets, an additional impairment loss of EUR 296 thousand was recognised in the statement of financial position, and a deferred tax asset of EUR 74 thousand and an adjustment to reserves (equity) of EUR 222 thousand were also recognised.
Analysis of initial application of IFRS 15:
IFRS 15 is the new comprehensive standard on the recognition of revenue from contracts with customers and supersedes the standards and interpretations currently in force: IAS 18, Revenue; IAS 11, Construction Contracts; IFRIC 13, Customer Loyalty Programmes; IFRIC 15, Agreements for the Construction of Real Estate; IFRIC 18, Transfers of Assets from Customers; and SIC-31, Revenue-Barter Transactions Involving Advertising Services.
An entity shall apply this standard to all contracts with customers other than to those that are within the scope of other IFRSs, such as leases, insurance contracts and financial instruments.
An entity recognises revenue by applying the following five steps:
As a result of the Group's line of business, and its customer relationships, the Parent's directors consider that application of IFRS 15 does not give rise to material changes in relation to the current method of accounting for the Group's transactions.
(2) New regulations, amendments and interpretations which will be obligatory in the years following the year commencing 01 January 2018:
The following standards and interpretations had been published by the IASB on the date the consolidated financial statements were drawn up but had not yet entered into force, either because the date of their entry into force was subsequent to the date of these consolidated financial statements or because they had not yet been adopted by the European Union:
| New Standards, Amendments and Interpretations | |||||||
|---|---|---|---|---|---|---|---|
| Approved for use in the European Union | |||||||
| Replaces IAS 17 and associated interpretations. The main change hinges on a single accounting model for lessees who will IFRS 16 Leases (issued in include all leases (with some exceptions) on the balance sheet January 2016) with a similar impact to that of the current financial leases (the asset will depreciate due to the right of use and a financial expense for the cost of amortising the liability). |
|||||||
| Amendments and/or interpretations | |||||||
| This interpretation clarifies application of recognition and measurement requirements in IAS 12 when there is uncertainty over acceptability by the tax authorities of a certain income tax treatment used by the entity. |
|||||||
| It allows for the valuation of some financial instruments with early payment characteristics at amortised cost allowing the payment of an amount less than the unpaid amounts of principal and interest |
|||||||
| Minor amendments to a series of standards. | 01 January 2019 | ||||||
| Clarifies that IFRS 9 must be applied to long-term interests in an associate or joint venture if the equity method is not applied. |
|||||||
| Addresses the posting of a change, reduction, or settlement of a defined benefit plan that occurs in the fiscal year. |
|||||||
| Awaiting approval for use in the European Union as of the date of publication of this document (1) | |||||||
| New Standards: | |||||||
| Replaces IFRS 4 and reflects the principles of registration, valuation, presentation and breakdown of insurance contracts with IFRS 17 Insurance contracts the objective that the entity provides relevant and reliable (published in May 2017) information which allows users of the information to determine the effect which contracts have on the financial statements. |
|||||||
| Amendments and/or interpretations | |||||||
| Clarifications of the definition of a business. | |||||||
| Develops recommendations to improve disclosure requirements to help stakeholders improve the usefulness of the information disclosed to the primary users of the financial statements. |
01 January 2020 | ||||||
(1) The approval status of the standards by the European Union can be consulted on the EFRAG website.
(2) The date of first-time application of this standard is being reviewed by the IASB and application might be delayed until 1 January 2022.
(3) Analysis of initial application of IFRS 16.
IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases in the statement of financial position using a single lease accounting model with recognition criteria similar to those of finance leases. Leases for which the underlying asset is of low value and short-term leases (lease term of 12 months or less) are excluded. IFRS 16 came into force on 1 January 2019.
The standard establishes that at the commencement date of the lease, the lessee must recognise a liability equal to the present value of the fixed lease payments. In turn, the lessee is required to recognise a right-of-use asset representing its right to use an underlying asset for the lease term (right of use). A lessee will be required to present interest expense on the lease liability separately from the depreciation charge for the right-of-use asset.
The Group opted to use the modified prospective method for transition to IFRS 16 (modified I).
In order to calculate the term of the lease arrangements, the Group took the non-cancellable period to be the initial term of each arrangement, only taking into account the possible unilateral extensions at the Group's discretion in those cases in which it was considered reasonably certain that they will be exercised; similarly, cancellation options were only taken into account when it was considered reasonably certain that they will be exercised.
The impact of IFRS 16 on the Group's consolidated financial statement is not material due to the fact that the Group's main assets (plants, central offices and main property, plant and equipment associated with these assets) are under Group ownership and the Group's leases are not material (see Note 9).
The estimated impact at 1 January 2019 will give rise to an increase in right-of-use assets of approximately EUR 3.281 thousand and an increase in liabilities for operating leases for the same amount.
In relation to other standards, amendments and interpretations, the Group is analysing all the future impacts of adopting these standards and it is not possible to provide a reasonable estimate of their effects until this analysis has been completed, although its application is not expected to have any significant impact on the group.
As required by IAS 1, the information relating to 2017 contained in these notes to the consolidated financial statements is presented for comparison purposes with the information relating to 2018 and, accordingly, it does not constitute the Group's statutory consolidated financial statements for 2018.
The consolidated financial statements are presented in thousands of euros and are rounded to the nearest thousand. The Group's functional and presentation currency is the euro.
The information in these consolidated financial statements is the responsibility of the Parent's directors.
In preparing the consolidated financial statements in accordance with IFRSs, the Parent's directors are required to make certain accounting estimates and to consider certain factors on which to make judgements. These estimates and judgements, which are assessed on an ongoing basis, are based on historical experience and other factors including expectations regarding future events that are considered to be reasonable in view of the circumstances.
In the Group's consolidated financial statements estimates were made by the directors of the Parent in order to quantify or measure and, where appropriate, recognise certain of the assets, liabilities, income, expenses or obligations. These estimates relate basically to the following:
These estimates were made on the basis of the best information available at 31 December 2018 on the events analysed. In any case, events that take place in the future might make it necessary to change these estimates in coming years. Changes in accounting estimates would be applied in accordance with the requirements of IAS 8.
The preparation of the consolidated annual accounts has been based on the following methods:
Subsidiaries are considered to be entities over which Deoleo, S.A., or its subsidiaries, have the capacity to exercise effective control.
Control is held when the Parent has all of the following:
If facts and circumstances indicate that there are changes to one or more of the three elements of control described above, the Parent shall reassess whether it controls an investee.
If the Parent has the practical ability to direct the relevant activities unilaterally, even though it holds less than a majority of the voting rights, it has sufficient rights to give it power. The Parent assesses whether the voting rights are sufficient to give it power by considering all facts and circumstances, including:
Consolidation of a subsidiary shall begin from the date the Parent obtains control thereof and cease when the investor loses control of the subsidiary.
The financial statements of the subsidiaries are fully consolidated with those of the Parent. Accordingly, all material balances and effects of the transactions between consolidated companies are eliminated on consolidation.
The share of third parties of the equity and profit or loss of the Group is presented under "Non-Controlling Interests" in the consolidated statement of financial position, consolidated income statement and consolidated statement of comprehensive income.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or until the effective date of disposal, as appropriate.
The detail of these subsidiaries at 31 December 2018 and 2017 is presented in Appendix I, which is an integral part of these notes to the consolidated financial statements.
The identified assets acquired and the liabilities or contingent liabilities assumed in a business combination are measured at their fair value at the date of acquisition on which control is obtained, as indicated in IFRS 3- Business Combinations. Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is recognised as goodwill in the consolidated statement of financial position. Any negative difference between the cost of acquisition in relation to the fair values of the identifiable net assets acquired is recognised at the acquisition date in the consolidated statement of profit or loss.
Associates are companies over which the Parent is in a position to exercise significant influence, but not control. Significant influence normally exists when the Parent holds -directly or indirectly- 20% or more of the voting power of the investee.
In the consolidated financial statements, investments in associates are accounted for using the equity method, i.e. at the Group's share of net assets of the investee, after taking into account the dividends received therefrom and other equity eliminations.
In the case of transactions with an associate, the related profits and losses are eliminated to the extent of the Group's interest in the associate.
If as a result of losses incurred by an associate its equity were negative, the investment should be presented in the Group's consolidated statement of financial position with a zero value, unless the Group is obliged to give it financial support.
Foreign operations are translated to euros as follows:
In presenting the consolidated statement of cash flows, the cash flows, including comparative balances, of the subsidiaries are translated to euros at the exchange rates prevailing at the date on which the cash flows took place.
The translation differences relating to foreign operations recognised in equity are transferred to the consolidated income statement when the operations are sold or the Group no longer has control over them.
The local currency of all the Group companies is the euro, except for the subsidiaries located in the US, Mexico, Canada, Australia, India, Malaysia, Colombia and Brazil (see Appendix I to the notes to the consolidated financial statements).
The most significant variations in the scope of consolidation in 2018 and 2017 with an effect on the interyear comparison were as follows:
The Group incurred significant losses in 2018 amounting to EUR 291,065 thousand at year-end, which arose from, inter alia, the impairment losses recognised in the year for a net amount of EUR 238,407 thousand in relation to certain intangible assets and goodwill, in order to adjust the carrying amounts thereof to their recoverable amounts (see Note 4.5), together with the accumulated prior years' losses, the Group's equity at 31 December 2018 totalled EUR 35,310 thousand.
Also, as a result of the losses incurred and impairment losses recognised by the Parent in 2018, together with the accumulated prior years' losses, its equity amounted to EUR 27,412 thousand at 31 December 2018, and its share capital totalled EUR 140,486 thousand. Consequently, Deoleo, S.A. falls within the scope of Article 363 of the Spanish Limited Liability Companies Law, which establishes as one of the grounds for dissolution a scenario in which losses reduce equity to less than one-half of share capital (half the share capital: EUR 70,243 thousand), unless capital is sufficiently increased or reduced (see Note 16).
The principal reason for the recognition of the related impairment losses and the derecognition of assets as a result of the losses in 2018 was the fact that in 2018 indications of impairment were identified on intangible assets and goodwill, centred mainly on the cash-generating units in North America, Southern Europe (Italian geographical area) and Northern Europe, since they did not meet their budgets. As a result, the Parent's directors proceeded to update the Group's long-term business plan used to test non-financial assets for impairment (see Note 4.5).
The signs of impairment at the Parent and the Group arose due to non-compliance with the projected budget for 2018 at the majority of the cash-generating units (herein "CGU"), mainly from the second half of the year onwards, and the negative performance of sales and EBITDA (decreases of 16% and 79%, respectively) in the second half of the year with respect to the same period in the previous year. The main reasons were as follows:
Delay in the implementation of the new distribution model in the Indian market.
Increased investment in advertising, marketing and sales promotions, mainly in the third quarter of the year, which did not have the expected impact on the Group's volume of sales or gross margins.
As indicated in Note 4.5, as a result of these adverse conditions that arose in the second half of 2018 the Parent's directors considered that, in order to implement the Group's strategy, which focuses on the production of quality oils and the perception thereof by consumers, a longer time horizon and greater investment in the advertising, marketing and sales promotions of its trademarks was necessary.
In this context, the Parent prepared a new business plan aligned with the Group's new expectations for growth and requested that an independent expert conduct a valuation of each of the CGUs defined in order to perform the impairment test.
The consequences of updating the assumptions and of conducting the test for impairment are as follows:
The Parent's directors consider that a significant proportion of the negative aspects that had an impact on the consolidated statement of profit or loss for 2018 do not affect its economic resources, because the recognition of impairment losses did not and will not result in any cash outflows.
On 29 March 2019, in order to restore the Parent's equity position, its directors resolved to propose to the shareholders, for their approval in due time and form, a capital reduction through the reduction of the par value of all the shares making up the Parent's share capital. Per the resolution adopted by the directors, the proposed reduction will amount to EUR 126.437 thousand, which would leave the par value per share at EUR 0.1. It is expected that this capital reduction, which will be used in full to offset prior years' and 2018, will be approved at the Annual General Meeting to be held on 3 June 2019. Once this measure has been taken, Deoleo, S.A. will have remedied the situation giving grounds for dissolution set out under Article 363 of the Consolidated Spanish Limited Liability Companies Law. Also, the Parent's directors are analysing other supplementary measures, additional to the reduction of capital, in order to help the Parent to restore its equity position.
Taking these facts into account, the Parent's directors prepared the consolidated financial statements for 2018 in accordance with the going concern principle of accounting and, therefore, assumed that the Parent will be able to continue with its operations normally in the future and to realise its assets and settle its liabilities for the amounts and within the time horizons reflected in the accompanying consolidated statement of financial position as of 31 December 2018.
The proposed distribution of losses of Deoleo, S.A. for 2018, amounting to approximately EUR 133,317 thousand, that the Parent's directors will submit for approval by the shareholders at the Annual General Meeting is to be applied to the Prior years' losses.
The principal accounting policies and measurement bases applied by the Group in preparing the accompanying consolidated financial statements in accordance with the IFRSs in force at the date of those consolidated financial statements were as follows:
Intangible assets are specifically identifiable non-monetary assets acquired from third parties. Only assets whose cost can be estimated objectively and from which future economic benefits are expected to be obtained are recognised.
An intangible asset is regarded as having an indefinite useful life when it is considered that there is no foreseeable limit to the period over which it is expected to generate net cash inflows. In all other cases intangible assets are considered to have "finite useful lives".
The Group reviews the residual value, useful life and amortisation method applied to the intangible assets at the end of each reporting period. Changes in the criteria initially established are accounted for as a change in estimate.
Intangible assets with indefinite useful lives are not amortised, but rather are tested for impairment at least once a year, using the same criteria as those applied in the case of goodwill.
Intangible assets with finite useful lives are amortised on a straight-line basis over the years of estimated useful life of the related assets.
Trademarks and licences are recognised at acquisition cost. Trademarks acquired in business combinations are recognised at their fair value at the date of acquisition.
The perpetual rights to use of the Bertolli brand exclusively and worldwide for the olive oil, seed oil and balsamic vinegar categories are recognised in the trademark category.
The Group's trademarks were classified by the Parent's directors as intangible assets with indefinite useful lives, except for certain trademarks, the cost of which amounts to approximately EUR 125,655 thousand, which are amortised on a straight-line basis over their useful lives, estimated to be 20 years. Based on an analysis of all the relevant factors, the Parent's directors consider that there is no foreseeable limit to the period over which the other trademarks will contribute to the generation of net cash inflows and, therefore, it considers that they have indefinite useful lives. Accordingly, the trademarks that have indefinite useful lives are not amortised, but rather are tested for impairment at least annually, whenever there are indications of a possible decline in value. The Group assesses and calculates the impairment losses and reversals of impairment losses on its intangible assets in accordance with the methods discussed in Note 4.5. This classification of the useful life is reviewed at the end of each year and is consistent with the corresponding business plans of the Group.
The computer software acquired by the Company from third parties, which is presented at the cost incurred, is amortised on a straight-line basis over the five-year period it is expected to be used. Computer software maintenance costs are expensed as soon as they are incurred.
At 31 December 2018, "Other Intangible Assets" included mainly approximately EUR 42,384 thousand, net of amortisation (2017: approximately EUR 46,596 thousand) relating to the customer lists acquired in the Bertolli business combination which have an estimated finite life of 19 years for Italy and 20 years for the rest of the world.
Goodwill is calculated as the excess of the aggregate of the consideration transferred, the amount of any non-controlling interests and the fair value of any previously held equity interest in the acquiree over the net identifiable assets of the acquiree measured at fair value.
In determining the aforementioned fair value the Group:
Allocates cost to specific assets and liabilities of the companies acquired, increasing the carrying amount at which they were recognised in the statements of financial position of the companies acquired up to the limit of their market values.
Goodwill is only recognised when it has been acquired for consideration.
On the sale of a cash-generating unit, the amount relating to goodwill is included in the determination of the gain or loss on the sale.
Goodwill is not amortised. However, at the end of each reporting period, or whenever there are indications of impairment, the Group tests goodwill for impairment to determine whether the recoverable amount of the goodwill has been reduced to below its carrying amount. If there is any impairment, the goodwill is written down and the impairment loss is recognised. An impairment loss recognised for goodwill must not be reversed in a subsequent period.
All items of goodwill are allocated to one or more cash-generating units. The recoverable amount of each cash-generating unit is calculated as the higher of value in use and the net selling price of the assets associated with the unit. Value in use is calculated as described in Note 4.5.
Property, plant and equipment are recognised at acquisition cost less the related accumulated depreciation and any accumulated impairment losses.
The cost of assets acquired or produced that require more than twelve months to get ready for their intended use includes such borrowing costs as might have been incurred before the non-current assets are ready for their intended use that meet the requirements for capitalisation.
The cost of property, plant and equipment includes an estimate of the costs of dismantling and removing the related items and restoring the site on which they are located, the obligation for which is incurred as a result of having used the items for purposes other than to produce inventories.
Items of property, plant and equipment are depreciated by allocating the depreciable amount thereof on a systematic basis over their useful life. For these purposes depreciable amount is understood to be acquisition cost less residual value. The Group calculates the depreciation charge separately for each part of an item whose cost is significant in relation to the total cost of the item and which has a useful life that differs from that of the rest of the item.
The cost of the property, plant and equipment, less their residual value, is depreciated on a straightline basis over the following years of estimated useful life:
| Years of Useful Life |
|
|---|---|
| Buildings | 25-50 |
| Plant and machinery | 7.6-16.6 |
| Other fixtures, tools and furniture | 5-16.6 |
| Computer hardware | 4-5 |
| Transport equipment | 3-10 |
| Other items of property, plant and equipment | 6-20 |
Long-term investments in properties leased to third parties are recognised using the same methods as those used for other items of property, plant and equipment. The investments are depreciated over the shorter of the useful life of the asset and the lease term. For these purposes, the determination of the lease term is consistent with the method established for the classification of the lease.
The Group reviews the residual value, useful life and depreciation method applied to the property, plant and equipment at the end of each reporting period. Changes in the criteria initially established are accounted for as a change in estimate.
Subsequent to initial recognition of the asset, only the costs that give rise to increased productivity or capacity or to a lengthening of the useful lives of the assets are capitalised and the carrying amount of items replaced is derecognised. The costs of day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.
The Group assesses and calculates the impairment losses and reversals of impairment losses on its property, plant and equipment in accordance with the methods discussed in Note 4.5.
Under "Investment Property" the Group classifies the buildings or parts of buildings held by it to earn rentals or for capital appreciation or both, rather than for use in the production or supply of goods or services or for the Group's administrative purposes or sale in the ordinary course of business.
The Group recognises and measures investment property using the methods established for property, plant and equipment.
At the end of each reporting period or whenever there are indications of impairment, the Group tests its property, plant and equipment, intangible assets and goodwill for impairment to determine whether the recoverable amount of the assets has been reduced to below their carrying amount. In this connection, the Group performed two impairment tests in 2018, one at 30 June 2018, due to the signs of impairment detected at that date, and the other at 31 December 2018, as described in this Note.
Group management performs impairment test as follows:
As a result, the Group used the fair value less costs to sell of the assets to calculate the impairment losses of the CGUs. This calculation implicitly included the value of the deferred tax liabilities associated with those assets. Consequently, the discount rate detailed in the notes was calculated after tax and, therefore, the analysis performed by the Group is a post-tax analysis. The fair value calculated in this way does not differ from the Group's market value once the other net assets not included in the impairment test have been taken into account.
The projections are prepared for each CGU on the basis of past experience and of the best estimates available, which are consistent with the projections prepared by Group management. The main components are:
Other variables affecting the calculation of the recoverable amount are:
The discount rate to be used, which is taken to be the weighted average cost of capital, the main variables with an effect on its calculation being borrowing costs and the risks specific to the assets.
The cash flow growth rate used to extrapolate the cash flow projections to beyond the period covered by the budgets or forecasts.
If an impairment loss has to be recognised for a cash-generating unit to which all or part of an item of goodwill has been allocated, the carrying amount of the goodwill relating to that unit is written down first. If the loss exceeds the carrying amount of this goodwill, the carrying amount of the other assets of the cash-generating unit is then reduced, on the basis of their carrying amount, down to the limit of the highest of the following values: fair value less costs to sell; value in use; and zero. Although, as indicated above in the case of intangible assets other than goodwill, and property, plant and equipment, wherever possible, the impairment tests are performed individually for each asset.
Where an impairment loss subsequently reverses (not permitted in the specific case of goodwill), the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised in prior years. A reversal of an impairment loss is recognised as income.
The Group's various cash-generating units ("CGUs"), which have not been modified with respect to 2017, are as follows:
| Cash-Generating Units | Type | Markets |
|---|---|---|
| Southern Europe | Retailing | Spain and Italy |
| Northern Europe | Retailing | Germany, Belgium, Netherlands, France and rest of Europe |
| North America | Retailing | US and Canada |
| International markets | Retailing | Latin America, Africa, Australia, China, India and rest of Asia |
| Operating | Manufacturing | Plants in Spain and Italy |
As indicated, at the end of each reporting period or whenever there are indications of impairment, the Group performs tests for impairment. In this connection, in 2018 the Group performed one test for impairment at 30 June 2018 and another at 31 December 2018.
The Parent's directors considered that at 30 June 2018 there were indications of impairment, in particular in the North American and Italian geographical areas, and therefore the assets were tested for impairment at the end of the first half of 2018.
In this connection, the main reasons for which indications of impairment were identified and the associated CGUs were as follows:
The most significant assumptions used to perform the test for impairment are detailed in the explanatory notes to the interim consolidated financial statements as at 30 June 2018, on which a limited review report was issued by the Group auditor.
The detail, by cash-generating unit, of the carrying amount of the assets (before recognising impairment losses) and their recoverable amount at 30 June 2018 is as follows:
| Thousands of Euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| Southern Europe |
North America |
Northern Europe |
International Markets |
Operating | Total | |||
| Non-current assets, net Goodwill Current assets |
155,806 - 10,140 |
268,398 43,064 30,734 |
62,149 - 9,583 |
79,881 14,805 24,594 |
45,880 6,912 23,668 |
612,114 64,781 98,719 |
||
| Total assets, net | 165,946 | 342,196 | 71,732 | 119,280 | 76,460 | 775,614 | ||
| Recoverable amount Costs to sell |
150,601 (1,506) |
324,859 (3,249) |
72,523 (725) |
139,935 (1,399) |
77,805 (778) |
765,723 (7,657) |
||
| Excess/(Impairment) net of deferred taxes |
(16,851) | (20,586) | 66 | 19,256 | 567 |
The detail of the gross impairment losses and the associated deferred tax liabilities recognised in the consolidated statement of profit or loss for the sixth month period ended 30 June 2018 is as follows:
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| Southern North |
|||||
| Europe | America | Total | |||
| Goodwill (Note 6) | - | 25,489 | 25,489 | ||
| Trademarks (Note 6) | 21,251 | - | 21,251 | ||
| Gross impairment loss | 21,251 | 25,489 | 46,740 | ||
| Tax effect (Note 14) | (4,400) | (4,903) | (9,303) | ||
| Net impairment loss | 16,851 | 20,586 | 37,437 |
The total impairment losses, amounting to EUR 46,740 thousand, were recognised under "Other Operating Expenses" in the consolidated statement of profit or loss for 2018, and the related tax effect, totalling EUR 9,303 thousand, was recognised under "Income Tax" in the consolidated statement of profit or loss for 2018.
Although the Group always performs a test for impairment at the end of the reporting period, if the expected cash flows estimated in the impairment test performed at 30 June 2018 had been met, the need for significant impairment losses or reversals additional to those recognised at that date would not have been disclosed. However, in the second half of 2018, new indications of impairment were identified that worsen an adverse situation and were not foreseen, which has given rise to:
Group management stated:
This led the Group to reassess its envisaged future growth and profits and resulted in the preparation of a new five-year business plan which was used as the basis for the performance of a new impairment test of non-financial assets. This new business plan was based on the need for greater investment in trademark sustainability (CAGR of +15% in advertising, marketing and sales promotions in 2018- 2023), increasing from 3.6% to 5.5% of sales, to achieve the envisaged increases in EBITDA (CAGR of +29% in 2018-2023).
In this context, the Parent requested the assistance of an independent expert (PricewaterhouseCoopers Asesores de Negocios, S.L.) to conduct a valuation of each of the CGUs defined in order to perform the test for impairment at 31 December 2018. Their involvement focused on the estimate of the calculation of the recoverable amount of the Group's various CGUs to which the goodwill and intangible assets (mainly trademarks) are allocated, which are the Group's main assets, in accordance with the accounting standard applicable to the Group's consolidated financial statements (IAS 36). In this regard, the aforementioned report of the independent expert, which considers that there has been a significant setback in terms of EBITDA during the second half of fiscal year 2018, was used by the Parent to assess whether this recoverable amount adequately supports the carrying amount of these CGUs.
For their part, the Group auditor, Deloitte S.L., as part of its audit work, has reviewed the report of the aforementioned independent expert. Deloitte, S.L. also involved its internal Fair Value Specialist, who evaluated the valuation methodology used by the independent expert in carrying out the impairment test, and the reasonableness of the discount rates and the long-term growth rates assumptions. In addition, this independent expert's report has been subject to certain agreed review procedures by KPMG Asesores, S.L.
| 31 December 2018 | |||||||
|---|---|---|---|---|---|---|---|
| Discount | Discount | Future | Average | Compound | Residual | ||
| Rate | Rate | Average | Gross | Annual | Value | ||
| (WACC | (WACC Pre | Growth | Margin | Growth | Percentage | ||
| Cash-Generating Units | Post-Tax) | Tax) | Rate | Growth | Rate | (*) | |
| Southern Europe | 7.8% | 9.3% | 1.7% | 6.9% | 7.3% | 80.9% | |
| Northern Europe | 6.0% | 7.0% | 2.0% | 15.5% | 56.9% | 101.3% | |
| North America | 6.1% | 7.0% | 1.9% | 15.9% | 24.7% | 93.1% | |
| International Markets | 9.5% | 12.9% | 4.0% | 8.1% | 9.0% | 75.0% | |
| Operating | 7.8% | 9.8% | 1.8% | 10.2% | 2.2% | 75.0% |
The most significant assumptions used in the test at 31 December 2018 were as follows:
(*) As indicated above, the new 2019-2023 business plan envisages a substantial increase in the investment in advertising, marketing and sales promotions in the initial years and, therefore, cash flows in the projected period are lower than the residual value, which is now stable.
The Parent's directors consider that the valuation of the business and assets is not an exact science, but an exercise based on experience and the use of hypotheses that contain a certain degree of subjectivity. Based on the valuation of the impairment test performed by the aforementioned independent expert the Parent's directors consider the conclusions reached therein to be reasonable and adequate. The result of the impairment test gave rise to the recognition of a gross impairment loss for goodwill and the trademarks amounting to EUR 249,439 thousand (EUR 200,970 thousand net of the related tax effect).
The detail, by cash-generating unit, of the carrying amount of the assets (before recognising impairment losses) and their recoverable amount at 31 December 2018 is as follows:
| Thousands of Euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| Southern Europe |
North America |
Northern Europe |
International Markets |
Operating | Total | |||
| Non-current assets, net | 139,095 | 269,160 | 63,070 | 79,462 | 44,192 | 594,979 | ||
| Goodwill | - | 17,575 | - | 14,805 | 6,912 | 39,292 | ||
| Current assets | 3,246 | 18,188 | 7,519 | 25,826 | 22,034 | 76,813 | ||
| Total assets, net | 142,341 | 304,923 | 70,589 | 120,093 | 73,138 | 711,084 | ||
| Recoverable amount | 93,043 | 195,576 | 31,465 | 143,043 | 75,911 | 539,038 | ||
| Costs to sell | (930) | (1,956) | (315) | (1,430) | (759) | (5,390) | ||
| Excess/(Impairment) net of deferred taxes |
(50,228) | (111,303) | (39,439) | 21,520 | 2,014 |
The detail of the gross impairment losses and the associated deferred tax liabilities recognised in the consolidated statement of profit or loss for the test performed at 31 December 2018 is as follows:
| Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| Southern | North | Northern | ||||
| Europe | America | Europe | Total | |||
| Goodwill (Note 6) | - | 17,575 | - | 17,575 | ||
| Trademarks (Note 6) | 66,155 | 114,514 | 51,195 | 231,864 | ||
| Gross impairment loss | 66,155 | 132,089 | 51,195 | 249,439 | ||
| Tax effect (Note 14) | (15,927) | (20,786) | (11,756) | (48,469) | ||
| Net impairment loss | 50,228 | 111,303 | 39,439 | 200,970 |
The impairment losses amounting to EUR 249,439 thousand were recognised under "Other Operating Expenses" in the consolidated statement of profit or loss for 2018, and the related tax effect, totalling EUR 48,469 thousand was recognised under "Income Tax" in the consolidated statement of profit or loss for 2018.
At the end of the reporting period, the Parent's management considered all the assumptions used at the date of preparation of the test for impairment at 2018 year-end to be valid, which are based on the Group's historical information, the projections available for the various business areas and the best economic estimates based on available public information and macroeconomic trends.
The Parent's directors consider that no significant events have occurred that require the estimates made at 2018 year-end for impairment testing purposes to be changed, and that any possible reasonable change in the key assumptions on which the calculation of the recoverable amount is based would not cause the carrying amount of the assets of the Group's CGU to exceed or be less, significantly, than their recoverable amount.
Set forth below, based on the impairment test performed at 31 December 2018, is the sensitivity analysis performed by the Group on the effect a change in the main assumptions used would have on the recoverable amount of the assets of the CGUs:
| Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| Increase/(Decrease) of | ||||||
| Excess/(Impairment) | ||||||
| Weighted Average Cost of Capital (WACC) | ||||||
| Change in Assumption | ||||||
| (0.5%) | Rate Used | 0.5% | ||||
| Future Average Growth Rate |
(0.2%) Rate Used 0.2% |
(44,454) (41,591) (38,516) |
(52,596) (50,228) (47,699) |
(59,537) (57,551) (55,441) |
| Thousands of Euros | ||||
|---|---|---|---|---|
| Increase/(Decrease) of Excess/(Impairment) | ||||
| Change in Sales Volume | ||||
| Change in Assumption | ||||
| (0.5%) | Rate Used | (0.5%) | ||
| Change in Gross Margin |
(0.5%) Rate Used 0.5% |
(71,379) (52,540) (33,878) |
(69,156) (50,228) (31,507) |
(66,939) (47,916) (29,137) |
| Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| Increase/(Decrease) of Excess/(Impairment) | ||||||
| Weighted Average Cost of Capital (WACC) | ||||||
| Change in Assumption | ||||||
| (0.5%) | Rate Used | 0.5% | ||||
| Future | (0.2%) | (36,161) | (40,917) | (44,667) | ||
| Average Rate Used Growth Rate 0.2% |
(34,211) | (39,439) | (43,513) | |||
| (32,030) | (37,807) | (42,254) | ||||
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| Increase/(Decrease) of Excess/(Impairment) | |||||
| Change in Sales Volume | |||||
| Change in Assumption | |||||
| (0.5%) | Rate Used | 0.5% | |||
| Change in | (0.5%) | (51,503) | (49,700) | (47,897) | |
| Gross Margin | Rate Used 0.5% |
(41,274) (31,118) |
(39,439) (29,232) |
(37,604) (27,345) |
|
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| Increase/(Decrease) of Excess/(Impairment) | |||||
| Weighted Average Cost of Capital (WACC) | |||||
| Change in Assumption | |||||
| (0.5%) | Rate Used | 0.5% | |||
| Future | (0.2%) | (92,996) | (119,516) | (140,573) | |
| Average Rate Used |
(82,248) | (111,303) | (134,123) | ||
| Growth Rate 0.2% |
(70,269) | (102,269) | (127,099) | ||
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| Increase/(Decrease) of Excess/(Impairment) | |||||
| Change in Sales Volume | |||||
| Change in Assumption | |||||
| (0.5%) | Rate Used | 0.5% | |||
| Change in Gross Margin |
(0.5%) Rate Used 0.5% |
(133,561) (116,292) (99,106) |
(128,648) (111,303) (94,108) |
(47,897) (106,315) (123,735) |
| Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| Increase/(Decrease) of Excess/(Impairment) | ||||||
| Weighted Average Cost of Capital (WACC) | ||||||
| Change in Assumption | (0.5%) | Rate Used | 0.5% | |||
| Future Average Growth Rate |
(0.2%) Rate Used 0.2% |
30,351 34,916 39,860 |
17,809 21,520 25,510 |
7,276 10,342 13,618 |
| Thousands of Euros | |||||||
|---|---|---|---|---|---|---|---|
| Increase/(Decrease) of Excess/(Impairment) | |||||||
| Change in Sales Volume | |||||||
| Change in Assumption | |||||||
| (0.5%) | Rate Used | 0.5% | |||||
| Change in | (0.5%) | 13,462 | 14,991 | 16,521 | |||
| Gross Margin Rate Used |
19,958 | 21,520 | 23,082 | ||||
| 0.5% | 26,453 | 28,049 | 29,644 | ||||
| Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| Increase/(Decrease) of Excess/(Impairment) | ||||||
| Weighted Average Cost of Capital (WACC) | ||||||
| Change in Assumption | ||||||
| (0.5%) | Rate Used | 0.5% | ||||
| Future | (0.2%) | 6,445 | 203 | (5,113) | ||
| Average Rate Used |
8,636 | 2,014 | (3,598) | |||
| Growth Rate | 0.2% | 10,991 | 3,947 | (1,987) | ||
The result of the impairment test is highly sensitive to changes in the key assumptions and, accordingly, the existence of variances in actual growth and earnings as opposed to the estimates envisaged by management in the test may give rise to the need to recognise additional impairment losses or reversals in the future.
For comparison purposes, the most significant assumptions used in the impairment test in 2017, and the results thereof, were as follows:
| 2017 | |||||||
|---|---|---|---|---|---|---|---|
| Discount | Discount | Future | Average | Compound | |||
| Rate | Rate | Average | Gross | Annual | Residual | ||
| (WACC | (WACC Pre | Growth | Margin | Growth | Value | ||
| Cash generating units | Post-Tax) | Tax) | Rate | Growth | Rate | Percentage | |
| Southern Europe | 6.50% | 8.31% | 0.75% | 9.14% | 9.26% | 82.93% | |
| Northern Europe | 5.38% | 7.22% | 1.45% | 16.99% | 32.40% | 99.33% | |
| North America | 6.39% | 9.07% | 1.50% | 17.63% | 13.85% | 83.66% | |
| International markets | 10.00% | 13.17% | 1.50% | 11.99% | 12.47% | 76.69% | |
| Others | 6.50% | 8.51% | 1.40% | 4.40% | 7.09% | 84.69% | |
The detail, by cash-generating unit, of the carrying amount of the assets (before recognising impairment losses) and their recoverable amount at 31 December 2017 was as follows:
| Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| Southern Europe |
North America |
Northern Europe |
International Markets |
Operating | Total | |
| Non-current assets, net Goodwill Current assets |
158,100 - 281 |
270,331 43,064 29,581 |
62,451 - 10,524 |
80,545 14,805 23,250 |
46,583 6,912 20,595 |
618,010 64,781 84,231 |
| Total assets, net | 158,381 | 342,976 | 72,975 | 118,600 | 74,090 | 767,022 |
| Recoverable amount Costs to sell |
160,154 (1,601) |
358,124 (3,581) |
73,852 (739) |
147,875 (1,479) |
75,429 (754) |
815,434 (8,154) |
| Excess/(Impairment) net of deferred taxes |
172 | 11,567 | 138 | 27,796 | 585 | 40,258 |
As a result the impairment test performed in 2017 did not disclose any need to recognise impairment losses or reversals on any of the Group's assets.
4.6 Non-current assets classified as held for sale and discontinued operations
The non-current assets or disposal groups whose carrying amount will be recovered mainly through a sale transaction that will foreseeably take place within the coming twelve months rather than through their continuing use are classified as non-current assets held for sale. In order to be classified as held for sale, a non-current asset (or disposal group) must be available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (or disposal groups) and its sale must be highly probable.
Non-current assets (and disposal groups) classified as held for sale are not depreciated, but rather are measured at the lower of carrying amount and fair value less costs to sell.
The Group recognises initial and subsequent impairment losses on the assets classified in this category with a charge to profit or loss from continuing operations in the consolidated income statement, except in the case of a discontinued operation.
The gains arising from increases in fair value less costs to sell are recognised in profit or loss up to the limit of the cumulative impairment losses recognised previously due either to measurement at fair value less costs to sell or to the impairment losses recognised prior to classification in this category.
The Group measures the non-current assets that cease to be classified as held for sale or which cease to be included in a disposal group at the lower of their fair value prior to classification as held for sale -less any amortisation or depreciation that would have been recognised had they not been classified as such- and recoverable amount at the date of reclassification. The valuation adjustments arising from this reclassification are recognised in profit or loss from continuing operations.
A discontinued operation is a component of the Group that either has been disposed of or is classified as held for sale, and:
A component of the Group comprises operations and cash flows that can be distinguished, operationally and for financial reporting purposes, from the rest of the Group.
The post-tax profit or loss of discontinued operations and the post-tax gain or loss on disposal of assets or disposal groups constituting the discontinued operation are presented under "Profit / Loss for the Year from Discontinued Operations" in the consolidated income statement.
If the Group ceases to classify a component as a discontinued operation, the results previously presented in discontinued operations are reclassified and included in the profit or loss from continuing operations for all periods presented.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the Group, which usually has the option to purchase the assets at the end of the lease under the terms agreed upon when the lease was arranged. All other leases are classified as operating leases.
At the commencement of the lease term, the Group recognises finance leases as assets and liabilities in the consolidated statement of financial position at amounts equal to the fair value of the leased asset or, if lower, the present value of the minimum lease payments. To calculate the present value of the lease payments the interest rate stipulated in the finance lease is used.
The cost of assets held under finance leases is presented in the consolidated statement of financial position on the basis of the nature of the leased asset. Leased assets are depreciated using criteria similar to those applied to property, plant and equipment that are owned.
Finance charges are recognised over the lease term on a time proportion basis.
At 31 December 2018 the Group holds two finance for an outstanding amount of EUR 178 thousand (2017: EUR 768 thousand).
In operating leases, the ownership of the leased asset and substantially all the risks and rewards relating to the leased asset remain with the lessor.
Lease income and expenses arising from operating leases are credited or charged to income on an accrual basis depending on whether the Group acts as the lessor or lessee.
Financial assets are recognised in the consolidated statement of financial position when they are acquired and are initially recognised at fair value. As indicated in Note 2.2.1, the financial assets held by the Group companies are classified as:
Transaction costs incurred at the date of acquisition are recognised as an addition to the acquisition cost or as an expense, depending on whether the financial asset associated with the transaction is measured at fair value through comprehensive income or in the consolidated profit or loss account.
The fair value of a financial instrument on a given date is defined as the amount for which it could be bought or sold on that date by two parties that are knowledgeable in the matter, acting freely and prudently and in conditions of mutual independence.
The interest earned on financial assets at amortised cost are recognised in the consolidated statement of profit or loss for based on their effective interest rate. The amortised cost is understood to be the initial cost minus principal repayments or accumulated amortisation, taking into consideration any potential reductions based on the expected credit loss. In this connection, the Group has recognised provisions to cover the risk of uncollectibility. These provisions are calculated in accordance with the expected credit loss based on the credit risk of the customer portfolio.
The Group derecognises a financial asset when the rights to the cash flows from the financial asset expire or have been transferred and substantially all the risks and rewards of ownership of the financial asset have also been transferred. However, the Group does not derecognise financial assets, and recognises a financial liability for an amount equal to the consideration received, in transfers of financial assets in which substantially all the risks and rewards of ownership are retained.
The main financial liabilities held by the Group companies are held-to-maturity financial liabilities which are measured at amortised cost. The financial liabilities held by the Group companies are classified as:
The Group derecognises financial liabilities when the obligations giving rise to them cease to exist.
The Group uses derivative financial instruments to hedge the risks to which its business activities, operations and future cash flows are exposed. Basically, these risks relate to changes in exchange rates and interest rates. The Group arranges hedging financial instruments in this connection.
The Group had entered into certain derivative transactions that, although they are basically hedges in nature, are not recognised as hedges since they do not meet the requirements established in the standards for hedge accounting. The effect of recognising these transactions at fair value at 31 December 2018 and 2017 was taken directly to the consolidated statement of profit or loss for each year (see Notes 11 and 26).
Derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when their risks and characteristics are not closely related to those of the host contracts and the host contracts are not carried at fair value with unrealised gains or losses reported in the consolidated statement of comprehensive income.
Also, in 2018 and 2017 no purchase positions were closed in the olive oil futures market. At 31 December 2018 and 2017, the Group did not have any open positions in this market.
The fair value of the various derivative financial instruments is calculated using the valuation techniques described in Note 4.10 below.
The fair value of financial assets and liabilities is calculated as follows:
The financial instruments measured after initial recognition at fair value are classified in Levels 1 to 3 based on the degree to which their fair value is observable.
Level 1: financial instruments measured using quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: financial instruments measured using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
The Group applies the definition of the fair value of a financial instrument as the price that would be paid to or received from a third party to purchase or sell the instrument, adjusted for the Group's own credit risk.
The adjustment for credit risk was calculated by applying a technique based on simulations of expected total exposure (including both current and potential exposure) adjusted by the probability of default over time and by the loss severity (or potential loss) assigned to the Group and to each of the counterparties. The expected total exposure of the derivatives is obtained by using observable market inputs, such as interest rate yield, exchange rate and volatility curves based on market conditions at the measurement date.
The inputs applied to obtain own and counterparty credit risk (determination of probability of default) are based mainly on own credit spreads or those of instruments of comparable entities currently traded in the market (CDS curves, IRR on debt issues).
The Group's only financial assets and liabilities measured at fair value at 31 December 2018 and 2017 were its derivative financial instruments (see Note 11).
An equity instrument is any contract that evidences a residual interest in the assets of the Parent after deducting all of its liabilities.
Equity instruments issued by the Parent are recognised in equity at the proceeds received, net of issue costs.
Treasury shares acquired by the Parent during the year are recognised at the value of the consideration paid and are deducted from equity. Gains and losses on the acquisition, sale, issue or retirement of treasury shares are recognised in equity.
The Group includes under "Cash and Cash Equivalents" cash and short-term highly liquid investments maturing in less than three months that are readily convertible to cash and which are subject to an insignificant risk of changes in value. The interest income associated with these transactions is recognised as income on an accrual basis and any unmatured interest at year-end is included in the consolidated statement of financial position as an addition to the balance of this heading.
Inventories are initially recognised at acquisition or production cost. Acquisition cost includes the amount billed by the seller after deducting any discounts, rebates or other similar items and interest included in the face value of the related payables, plus any additional expenses incurred in bringing the goods to their present location ready for sale, and other costs directly attributable to their acquisition.
The production cost of inventories includes the acquisition price of the raw materials and other consumables and the costs directly related to the units produced, as well as a systematically allocated portion of the fixed and variable indirect costs incurred during the conversion of the inventories. The fixed indirect costs are allocated on the basis of normal production capacity or actual production, whichever is higher.
Purchase returns are recognised as a reduction in the value of the inventories returned and sales returns are included in the price of acquisition or production cost that corresponded to them based on the goods-in/goods-out method used.
The cost of raw materials and other supplies, the cost of goods held for resale and the cost of conversion are allocated to the various inventory units using the weighted average cost formula. The Group uses monthly periods for measuring its inventories.
The cost of inventories is written down where cost exceeds net realisable value. For these purposes, net realisable value is taken to be:
The Group's functional currency is the euro. Therefore, transactions in currencies other than the euro are deemed to be "foreign currency transactions" and are recognised by applying the exchange rates prevailing at the date of the transaction.
At each reporting date, monetary assets and liabilities denominated in foreign currencies are translated to the functional currency at the rates prevailing on that date. Any resulting gains or losses are recognised directly in the consolidated income statement.
The Group accounts for grants, donations and legacies received as follows:
Pursuant to the collective agreements in force for the various work centres, the Group is obliged to pay a special bonus to employees when they take early retirement, which is set on the basis of the age of retirement when this is between 59 and 64. These obligations have been externalised through the arrangement of the corresponding group insurance policies, and the premium relating to each year is treated as an expense. The amounts paid in this connection in 2018 and 2017 were not material.
Pursuant to the collective agreements in force for the various work centres, the Group is obliged to pay a special bonus to employees when they reach a certain length of service at the Group. It is considered that these obligations cannot be externalised, although provisions should be recognised for them and, accordingly, the Group recognised the appropriate provision under "Provisions" in the consolidated statement of financial position as of 31 December 2018.
The main assumptions used to calculate the provision in 2018 were as follows:
Pursuant to Italian legislation, the subsidiary Carapelli Firenze, S.p.A. has recognised a provision equal to one month's remuneration per year worked for all its employees. This obligation becomes payable when the employee leaves the entity either voluntarily or involuntarily. The application of the new IAS 19 had an impact of approximately EUR 44 thousand (2017: approximately EUR 20 thousand) under "Valuation Adjustments" in equity.
The technical bases for calculating the provision for 2018 were as follows:
At 31 December 2018, in order to meet the cost of these and other obligations to employees described above, the Group had recognised a provision amounting to approximately EUR 2,415 thousand (2017: approximately EUR 2,718 thousand) under "Other Non-Current Liabilities" in the consolidated statement of financial position.
The termination benefits payable as a result of the Group's decision to terminate employment contracts early are recognised when the Group is demonstrably committed to terminating the employment relationship in accordance with a detailed formal plan and there is no realistic possibility of withdrawal or of modifying the decisions adopted.
At 31 December 2018, the Group had recognized a provision for charges approximately EUR 751 thousand (2017: approximately EUR 1,477 thousand).
On 5 June 2017, the Parent's Board of Directors approved a remuneration scheme consisting of allocating a specific number of rights to the beneficiaries, including the executive directors, by virtue of which they will be eligible for a certain amount of remuneration based on the selling price of the shares of the Parent held by the Parent's current majority shareholder, whenever those shares are sold.
The Plan began on 5 June 2017 and will end on the date on which the shares representing the ownership interest of the Parent's majority shareholder are transferred; however, as established in the terms and conditions of the Plan, in order for the Plan to be effective, each of the beneficiaries must expressly accept the terms and conditions of the Plan. This condition was met in 2018.
The members of Deoleo's management team were considered to be beneficiaries of the Plan, including the executive directors, and those of the companies that form part of the consolidated Group, as determined by the Board of Directors and at the proposal of the Appointments and Remuneration Committee.
In 2018 no entries were made in the accounting records as a result of the plan since the terms and conditions that would give rise to such recognition thereof were not met.
When preparing the consolidated financial statements, the Parent's directors made a distinction between:
The consolidated financial statements include all the provisions with respect to which it is considered likely that the obligation will have to be settled. Contingent liabilities are not recognised in the consolidated financial statements, but rather are disclosed, unless the possibility of an outflow in settlement is considered to be remote.
Provisions are measured at the present value of the best possible estimate of the amount required to settle or transfer the obligation, taking into account the information available on the event and its consequences. Where discounting is used, adjustments made to provisions are recognised as interest cost on an accrual basis.
The compensation to be received from a third party on settlement of the obligation is recognised as an asset, provided that there are no doubts that the reimbursement will take place, unless there is a legal relationship whereby a portion of the risk has been externalised as a result of which the Group is not liable; in this situation, the compensation will be taken into account for the purpose of estimating the amount of the related provision that should be recognised.
Revenue and expenses are recognised on an accrual basis, i.e. when the actual flow of the related goods and services occurs, regardless of when the resulting monetary or financial flow arises. Revenue is measured at the fair value of the consideration received, net of discounts and taxes.
Revenue from sales is recognised when the significant risks and rewards of ownership of the goods sold have been transferred to the buyer and the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold.
Revenue from the rendering of services is recognised by reference to the stage of completion of the transaction at the end of the reporting period, provided the outcome of the transaction can be estimated reliably.
Interest income from financial assets is recognised using the effective interest method and dividend income is recognised when the shareholder's right to receive payment has been established. Interest and dividends from financial assets accrued after the date of acquisition are recognised as income in the consolidated income statement.
The Parent has filed tax returns under the special consolidated tax regime regulated by Chapter VII of Title VII of the Consolidated Spanish Income Tax Law, approved by Legislative Royal Decree 4/2004, of 5 March, since the year beginning 1 January 2011 and has duly informed the Spanish tax authorities.
The subsidiaries that file tax returns as part of the consolidated tax group are as follows:
Tax expense (tax income) comprises current tax expense (current tax income) and deferred tax expense (deferred tax income).
The current income tax expense is the amount payable by the Group as a result of income tax settlements for a given year. Tax credits and other tax benefits, excluding tax withholdings and prepayments, and tax loss carryforwards from prior years effectively offset in the current year reduce the current income tax expense.
The deferred tax expense or income relates to the recognition and derecognition of deferred tax assets and liabilities. These include temporary differences measured at the amount expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities and their tax bases, and tax loss and tax credit carryforwards. These amounts are measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled.
Deferred tax liabilities are recognised for all taxable temporary differences, unless the temporary difference arises from the initial recognition of goodwill for which amortisation is not deductible for tax purposes or the initial recognition of other assets and liabilities in a transaction that affects neither accounting profit (loss) nor taxable profit (tax loss).
Deferred tax assets are recognised for temporary differences to the extent that it is considered probable that the consolidated companies will have sufficient taxable profits in the future against which the deferred tax asset can be utilised, and the deferred tax assets do not arise from the initial recognition of other assets and liabilities in a transaction that affects neither accounting profit (loss) nor taxable profit (tax loss). The other deferred tax assets (tax loss and tax credit carryforwards and temporary differences) are only recognised if it is considered probable that the consolidated companies will have sufficient future taxable profits against which they can be utilised.
The deferred tax assets recognised are reassessed at the end of each reporting period and the appropriate adjustments are made to the extent that there are doubts as to their future recoverability. Also, unrecognised deferred tax assets are reassessed at the end of each reporting period and are recognised to the extent that it has become probable that they will be recovered through future taxable profits.
In the consolidated statement of financial position, assets and liabilities that are expected to be settled or fall due within twelve months from the end of the reporting period are classified as current items and those which fall due or will be settled within more than twelve months are classified as non-current items.
The Group carries out actions the main objective of which is to prevent, reduce or repair the damage that might be caused to the environment as a result of its business activities.
The expenses arising from environmental activities are recognised under "Other Operating Expenses" in the year in which they are incurred.
The items of property, plant and equipment acquired to be used on a lasting basis in its operations and whose main purpose is to minimise environmental impact and protect and improve the environment, including the reduction or elimination of future pollution from the Group's operations, are recognised as assets using measurement, presentation and disclosure criteria consistent with those discussed in Note 4.3.
Basic earnings per share are calculated by dividing net profit or loss attributable to the Parent by the weighted average number of ordinary shares outstanding during the year, excluding the average number of shares of the Parent held by the Group companies.
The following terms, with the meanings specified, are used in the consolidated statements of cash flows, which were prepared using the indirect method:
The detail of "Non-Current Assets Classified as Held for Sale" and "Liabilities Associated with Non-Current Assets Classified as Held for Sale" and of the changes therein in the years ended 31 December 2018 and 2017 is as follows:
| 2018 | |||
|---|---|---|---|
| ------ | -- | -- | -- |
| Thousands of Euros | |||||||
|---|---|---|---|---|---|---|---|
| Transfers from | |||||||
| Additions and | Disposals | Property, Plant | |||||
| Beginning | Charge for | and | and Equipment | Other | Translation | Ending | |
| Balance | the year | Reversals | (Note 7) | Transfers | Differences | Balance | |
| Assets: | |||||||
| Property, plant and equipment | 10,287 | - | (3,781) | 1,955 | 1,330 | 2 | 9,793 |
| Investment property | 1,964 | - | - | - | (1,330) | - | 634 |
| Deferred tax assets | 1,830 | 276 | (657) | - | - | - | 1,449 |
| Impairment of assets | (8,698) | (1,105) | 3,181 | - | - | - | (6,622) |
| Total assets | 5,383 | (829) | (1,257) | 1,955 | - | 2 | 5,254 |
| Liabilities: | |||||||
| Trade and other payables | (400) | - | - | - | - | - | (400) |
| Total liabilities | (400) | - | - | - | - | - | (400) |
| Total, net | 4,983 | (829) | (1,257) | 1,955 | - | 2 | 4,854 |
| Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| Additions and | ||||||
| Beginning | Charge for the | Disposals and | Translation | Ending | ||
| Balance | year | Reversals | Transfers | Differences | Balance | |
| Assets: | ||||||
| Property, plant and equipment | 9,484 | (325) | (3,351) | 4,184 | 295 | 10,287 |
| Investment property | 2,253 | - | (289) | - | - | 1,964 |
| Deferred tax assets | 158 | 1,526 | - | 146 | - | 1,830 |
| Other Assets | 422 | - | - | (422) | - | - |
| Impairment of assets | (2,203) | (7,658) | 1,977 | (547) | (267) | (8,698) |
| Total Assets | 10,114 | (6,457) | (1,663) | 3,361 | 28 | 5,383 |
| Liabilities: | ||||||
| Deferred tax liabilities | (628) | 535 | 66 | 27 | - | - |
| Government grants | - | - | - | - | - | - |
| Trade and other payables | (433) | - | - | 33 | - | (400) |
| Total liabilities | (1,061) | 535 | 66 | 60 | - | (400) |
| Total, net | 9,053 | (5,922) | (1,597) | 3,421 | 28 | 4,983 |
The main changes in non-current assets classified as held for sale recognised in 2018 were as follows:
At 31 December 2018, the detail of non-current assets classified as held for sale included the Voghera production centre (Italy), the Alcolea refinery plant, certain properties located in Villarejo de Salvanés (Madrid) and a land lot in Mexico.
The Group is actively involved in a process to sell these assets and the directors consider that these sales will be completed within twelve months. These assets meet the requirements established in accounting legislation for their classification as non-current assets held for sale.
The detail of "Intangible Assets" and "Goodwill" in the consolidated statement of financial position and of the changes in the main classes of intangible assets and goodwill in 2018 and 2017 is as follows:
| 2018 | |
|---|---|
| Thousands of Euros | ||||
|---|---|---|---|---|
| Additions | ||||
| Beginning | and charges | Disposal and | Ending | |
| Balance | for the year | reversal | Balance | |
| Intangible assets: | ||||
| Cost- | ||||
| Trademarks and licences Other intangible assets |
898,661 85,867 |
- - |
- - |
898,661 85,867 |
| Computer software | 17,447 | 589 | (572) | 17,464 |
| 1,001,975 | 589 | (572) | 1,001,992 | |
| Accumulated amortisation- | ||||
| Trademarks and licences | (26,697) | (6,278) | - | (32,975) |
| Other intangible assets | (39,271) | (4,212) | - | (43,483) |
| Computer software | (14,804) | (876) | 572 | (15,108) |
| (80,772) | (11,366) | 572 | (91,566) | |
| Impairment losses recognised- | ||||
| Trademarks | (216,654) | (253,115) | - | (469,769) |
| (216,654) | (253,115) | - | (469,769) | |
| Net accounting value- Trademarks and licences |
655,310 | (259,393) | - | 395,917 |
| Other intangible assets | 46,596 | (4,212) | - | 42,384 |
| Computer software | 2,643 | (287) | - | 2,356 |
| Total Intangible assets, net: | 704,549 | (263,892) | - | 440,657 |
| Goodwill: | ||||
| Cost | 220,218 | - | - | 220,218 |
| Impairment losses | (155,437) | (43,064) | - | (198,501) |
| Net goodwill | 64,781 | (43,064) | - | 21,717 |
| 2017 | |
|---|---|
| Thousands of Euros | ||||
|---|---|---|---|---|
| Additions | ||||
| Beginning | and charges | Disposal and | Ending | |
| Balance | for the year | reversal | Balance | |
| Intangible assets: | ||||
| Cost- | ||||
| Trademarks and licences | 903,771 | - | (5,110) | 898,661 |
| Other intangible assets | 85,867 | - | - | 85,867 |
| Computer software | 21,254 | 666 | (4,473) | 17,447 |
| 1,010,892 | 666 | (9,583) | 1,001,975 | |
| Accumulated amortisation- | ||||
| Trademarks and licences | (25,301) | (6,278) | 4,882 | (26,697) |
| Other intangible assets | (35,103) | (4,212) | 44 | (39,271) |
| Computer software | (18,737) | (796) | 4,729 | (14,804) |
| (79,141) | (11,286) | 9,655 | (80,772) | |
| Impairment losses recognised- | ||||
| Trademarks | (216,654) | - | - | (216,654) |
| (216,654) | - | - | (216,654) | |
| Net accounting value- | ||||
| Trademarks and licences | 661,816 | (6,278) | (228) | 655,310 |
| Other intangible assets | 50,764 | (4,212) | 44 | 46,596 |
| Computer software | 2,517 | (130) | 256 | 2,643 |
| Total Intangible assets, net: | 715,097 | (10,620) | 72 | 704,549 |
| Goodwill: | ||||
| Cost | 220,218 | - | - | 220,218 |
| Impairment losses | (155,437) | - | - | (155,437) |
| Net goodwill | 64,781 | - | - | 64,781 |
The detail of the cost of the fully amortized intangible asset items still in use at 31 December 2018 and 2017 is as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 2018 | 2017 | ||
| Computer software Other intangible assets |
12,897 - |
13,054 408 |
|
| 12,897 | 13,462 |
"Computer Software" includes mainly computer software and programs.
The main additions for the year relate to the acquisition and development of computer software for the purpose of improving the efficiency of certain processes.
"Intangible Assets - Trademarks" and "Intangible Assets - Other Intangible Assets" in the consolidated statement of financial position include mainly the fair value of various trademarks measured on the basis of the allocations made during the various business combinations that have taken place within the Group, as well as certain direct acquisitions. Specifically, "Intangible Assets" includes mainly the value of the Group's trademarks, the most significant being the olive oil trademarks (Carbonell, Koipe, Hojiblanca, Carapelli y Sasso) and the seed oil trademarks (Koipesol and Friol), as well as the rights to use the Bertolli trademark for the oil and vinegar businesses.
The detail of the trademarks and other intangible assets, by each of the Group's cash-generating units is as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 2018 | 2017 | ||
| Cash generating units: | |||
| Southern Europe | 105,587 | 198,365 | |
| Northern Europe | 28,776 | 80,476 | |
| North America | 203,647 | 321,450 | |
| International markets | 100,291 | 101,615 | |
| 438,301 | 701,906 |
The Parent's directors classify the trademarks as of indefinite useful life, except for four of them, which had a cost of approximately EUR 125,655 thousand, and are amortised on a straight line basis over their useful life, which was estimated to be 20 years; an amortisation charge of EUR 6,278 thousand was recognised in this connection in the consolidated statement of profit or loss for 2018 and 2017.
As indicated in Note 4.5, in 2018 the Parent's directors performed two impairment tests of its assets, the results of which gave rise to the need to recognise impairment losses for trademarks and rights of use totalling EUR 253,115 thousand (30 June 2018: EUR 21,251 thousand and 31 December 2018: EUR 231,864 thousand) associated with the Southern Europe, Northern Europe and North America CGUs. These impairment losses were recognised under "Other Operating Expenses" in the accompanying consolidated statement of profit or loss for 2018 (see Note 25).
In addition, certain trademarks corresponding to the "Southern Europe" CGU, which had a carrying amount of EUR 100,079 thousand (31 December 2017: EUR 139,489 thousand), have been pledged as part of the guarantees granted by the Parent in the loan agreement entered into on 13 June 2014 between Deoleo, S.A. and Deoleo USA, Inc., as the borrowers, and various lenders (see Note 18).
The detail of goodwill, broken down by the subsidiaries or businesses giving rise to it, is as follows:
| Thousands of Euros 2018 2017 |
|||
|---|---|---|---|
| Cash generating units: North America International Markets Operating |
- 14,805 6,912 21,717 |
43,064 14,805 6,912 64,781 |
As indicated in Note 4.5, in 2018 the Parent's directors performed two impairment tests on its assets, the results of which gave rise to the need to recognise impairment losses on goodwill amounting to EUR 43,064 thousand (30 June 2018: EUR 25,489 thousand and 31 December 2018: EUR 17,575 thousand) associated with the North America CGU. These impairment losses were recognised under "Other Operating Expenses" in the accompanying consolidated statement of profit or loss for 2018 (see Note 25).
Goodwill is tested for possible impairment at least once a year using the methodology described in Note 4.5.
The detail of "Property, Plant and Equipment" in the consolidated statement of financial position and of the changes therein in 2018 and 2017 is as follows:
| Thousands of euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| Additions and |
Transfer to "Non-Current Assets |
Transfers | ||||||
| charges | Disposals | Classified as | Investment | |||||
| Beginning | for the | and | Held for Sale" | Property | Other | Translation | Ending | |
| Balance | year | reversals | (Note 5) | (Note 8) | Transfers | Differences | Balance | |
| Cost: | ||||||||
| Land and buildings | 72,615 | 49 | (79) | (2,538) | - | 81 | - | 70,128 |
| Plant and machinery | 62,077 | 1,195 | (1,308) | (12,183) | (23) | 2,583 | - | 52,341 |
| Other fixtures, tools and furniture | 7,515 | 44 | (103) | (34) | - | 11 | 17 | 7,450 |
| Computer hardware | 2,161 | 36 | (19) | - | - | 27 | (3) | 2,202 |
| Transport equipment | 564 | - | - | - | - | - | - | 564 |
| Other items of property, plant and equipment | 199 | 38 | - | - | - | - | - | 237 |
| Advances and property, plant and equipment | ||||||||
| in the course of construction | 1,781 | 2,011 | - | - | - | (2,702) | - | 1,090 |
| 146,912 | 3,373 | (1,509) | (14,755) | (23) | - | 14 | 134,012 | |
| Accumulated depreciation: | ||||||||
| Buildings | (27,340) | (1,130) | 20 | 2.298 | - | - | - | (26,152) |
| Plant and machinery | (41,980) | (2,903) | 1,355 | 10,468 | - | - | - | (33,060) |
| Other fixtures, tools and furniture | (6,461) | (312) | 103 | 34 | - | - | (4) | (6,640) |
| Computer hardware | (1,170) | (157) | 17 | - | - | - | (2) | (1,312) |
| Transport equipment | (294) | (2) | - | - | - | - | - | (296) |
| Other items of property, plant and equipment | (167) | (14) | - | - | - | - | - | (181) |
| (77,412) | (4,518) | 1,495 | 12,800 | - | - | (6) | (67,641) | |
| Accumulated impairment losses: | ||||||||
| Land and buildings | (9,571) | (184) | - | - | - | - | - | (9,755) |
| Plant and machinery | - | (384) | - | - | - | - | - | (384) |
| (9,571) | (568) | - | - | - | - | - | (10,139) | |
| Net balance | 59,929 | (1,713) | (14) | (1,955) | (23) | - | 8 | 56,232 |
2017
| Thousands of euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| Transfer to | ||||||||
| Additions | "Non-Current | |||||||
| and | Assets | Transfers | ||||||
| charges | Disposals | Classified as | Investment | |||||
| Beginning | for the | and | Held for Sale" | Property | Other | Translation | Ending | |
| Balance | year | reversals | (Note 5) | (Note 8) | Transfers | Differences | Balance | |
| Cost: | ||||||||
| Land and buildings | 73,758 | 206 | (625) | (728) | - | 4 | - | 72,615 |
| Plant and machinery | 72,279 | 4,076 | (8,023) | (10,343) | 1,668 | 2,420 | - | 62,077 |
| Other fixtures, tools and furniture | 7,833 | 219 | (153) | (252) | - | - | (132) | 7,515 |
| Computer hardware | 2,085 | 121 | (45) | - | - | - | - | 2,161 |
| Transport equipment | 568 | - | (3) | - | - | - | (1) | 564 |
| Other items of property, plant and equipment | 199 | - | - | - | - | - | - | 199 |
| Advances and property, plant and equipment | - | - | (2,196) | |||||
| in the course of construction | 2,019 | 1,958 | - | - | 1,781 | |||
| 158,741 | 6,580 | (8,849) | (11,323) | 1,668 | 228 | (133) | 146,912 | |
| Accumulated depreciation: | ||||||||
| Buildings | (27,286) | (1,145) | 506 | 585 | - | - | - | (27,340) |
| Plant and machinery | (50,385) | (2,743) | 5,834 | 6,704 | (1,162) | (228) | - | (41,980) |
| Other fixtures, tools and furniture | (6,688) | (266) | 152 | 252 | - | - | 89 | (6,461) |
| Computer hardware | (1,054) | (161) | 45 | - | - | - | - | (1,170) |
| Transport equipment | (292) | (3) | 1 | - | - | - | - | (294) |
| Other items of property, plant and equipment | (152) | (15) | - | - | - | - | - | (167) |
| (85,857) | (4,333) | 6,538 | 7,541 | (1,162) | (228) | 89 | (77,412) | |
| Accumulated impairment losses: | ||||||||
| Land and buildings | (10,126) | - | - | 555 | - | - | - | (9,571) |
| (10,126) | - | - | 555 | - | - | - | (9,571) | |
| Net balance | 62,758 | 2,247 | (2,311) | (3,227) | 506 | - | (44) | 59,929 |
In 2018 expenditure on property, plant and equipment amounted to approximately EUR 3.4 million, which relates mainly to the modernisation and expansion of facilities and machinery at Alcolea and Tavarnelle.
The main disposal related to the sale on 13 November 2018 of the Andújar biodiesel plant belonging to the Group company Cogeneración de Andújar, S.A. for EUR 700 thousand. The sale gave rise to a gain of EUR 700 thousand, which was recognised under "Other Operating Income" in the consolidated statement of profit or loss for 2018 (see Note 23). Also, the other disposals gave rise to a net gain of EUR 84 thousand (see Note 23).
In 2018 the Group recognised an impairment loss for all the non-current assets associated with sauce production which at 31 December 2018 were not in use. This impairment loss totalling EUR 568 thousand was recognised under "Other Operating Expenses" in the consolidated statement of profit or loss for 2018 (see Note 25).
In December 2018 the decision was taken make the Alcolea refinery plant available for sale. As a result, this asset was reclassified to "Non-Current Assets Classified as Held for Sale" for its carrying amount of EUR 1,955 thousand (see Note 5).
The detail of the cost of the fully depreciated items of property, plant and equipment (see Note 8) still in use at 31 December 2018 and 2017 is as follows:
| Thousands of euros | ||
|---|---|---|
| 2018 | 2017 | |
| Buildings | 7,658 | 8,036 |
| Plant and machinery | 82,567 | 87,406 |
| Other fixtures, tools and furniture | 15,325 | 14,852 |
| 105,550 | 110,294 |
The Group takes out insurance policies to cover the possible risks to which its property, plant and equipment are subject. The directors considered that at the end of 2018 the property, plant and equipment were fully insured against these risks.
The changes in "Investment Property" in 2018 and 2017 were as follows:
| Thousands | |
|---|---|
| of euros | |
| Balance at 31 December 2016 | 10,318 |
| Depreciation charge | (2,044) |
| Transfers to Property, Plant and Equipment | (506) |
| Additions | 25 |
| Disposals | (267) |
| Reversals Impairment losses | 4,092 |
| Balance at 31 December de 2017 | 11,618 |
| Depreciation charge | (1,591) |
| Transfers from Property, Plant and Equipment (Note 7) | 23 |
| Reversals Impairment losses (Note 23) | 1,452 |
| Balance at 31 December 2018 | 11,502 |
The detail of "Investment Property" is as follows:
| Thousands of Euros |
|
|---|---|
| Net | |
| Land Chinchón Real estate assets - Inveruno plant (Italy) |
318 11,184 |
| 11,502 |
The reversal of the impairment in 2018 relates to the Parent's directors' assessment of the recoverability of the assets of the Inveruno plant (Italy), based on their best estimate of their recoverable amount in accordance with the criteria established in Note 4.4.
The detail of fully depreciated items is included in Note 7.
At 31 December 2018, the Parent's directors consider that the recoverable amount of the investment property does not differ from its carrying amount.
"Property, Plant and Equipment" includes vehicles and machinery leased by the Group as the lessee under finance leases, the carrying amount of which at 31 December 2018 was approximately EUR 236 thousand (31 December 2017: EUR 694 thousand), the present value of the associated liabilities being approximately EUR 178 thousand at 31 December 2018 (31 December 2017: approximately EUR 768 thousand).
Additionally, the Group leases offices, machinery, equipment, vehicles and facilities under operating leases with terms that extend through 2024. Operating lease expenses amounted to EUR 3,463 and 3,605 thousand in 2018 and 2017 respectively.
The detail of the financial assets in the consolidated statement of financial position is as follows:
| Thousands of Euros | ||
|---|---|---|
| 2018 | 2017 | |
| Non-current: Available-for-sale financial assets - At cost Other financial assets |
228 9,865 |
231 6,333 |
| 10,093 | 6,564 | |
| Current: Derivative financial instruments (Note 11) Held-to-maturity investments Other financial assets |
54 6,289 1,880 8,223 |
573 6,553 1,155 8,281 |
"Non-Current Financial Assets - Other Financial Assets" includes long-term deposits and guarantees. In 2017 this heading included mainly the payments amounting to EUR 4,999 thousand relating to the customs inspections of Carapelli Firenze carried out in prior years (see Note 20.1). Also, in 2018 a deposit of EUR 3,921 thousand was recognised under this heading in relation to the request for the refund of the grant awarded by the Andalusia Energy Agency to the subsidiary Congeneración de Andújar, S.A., which the Group has appealed against (see Note 21).
The current "Held-to-Maturity Investments" relate to term deposits maturing at between three and twelve months.
"Other Current Financial Assets" includes mainly the amount receivable arising from the sale in 2017 of the plants and facilities of the subsidiary Deoleo Industrial México, S.A. de C.V. for an amount of EUR 849 thousand and the amount receivable arising from the sale in 2018 of the biodiesel plant of the subsidiary Cogeneración de Andújar, S.A. for EUR 525 thousand (see Note 7.1).
No material differences were identified between the carrying amounts of the financial assets measured at amortized cost and their respective fair values.
The detail of the derivative financial instruments included in the consolidated statements of financial position at 31 December 2018 and 2017 is as follows:
| Thousands of euros | |||||
|---|---|---|---|---|---|
| 2018 | 2017 | ||||
| Financial | Financial | ||||
| Assets | Liabilities | Financial | Financial | ||
| (Note 10) | (Note 18) | Assets | Liabilities | ||
| Current: | |||||
| Foreign currency | 54 | 153 | 573 | 222 | |
| 54 | 153 | 573 | 222 | ||
| Total derivatives recognised | 54 | 153 | 573 | 222 |
All the derivative financial instruments held by the Group at 31 December 2018 are considered to be financial hedges but not accounting hedges. The effect of the changes in fair value of the financial instruments, together with EUR 88 thousand corresponding to other changes due to the settlement of derivatives, was recognised under "Finance Income" in the accompanying consolidated statement of profit or loss as an expense amounting to approximately EUR 538 thousand (31 December 2017: income of EUR 609 thousand) (see Note 26). The credit and counterparty risk adjustment at 31 December 2018 is not significant.
The Group had not designated hedging relationships at 31 December 2018 (neither did it have hedge accounting relationships at 31 December 2017).
To manage its foreign currency risk, the Group has arranged currency forward contracts for the main markets in which it operates.
| Thousands | Thousands of Euros | |||||||
|---|---|---|---|---|---|---|---|---|
| Rate (Euro) | Average Exchange | Foreign | Currency | Notional Amount |
Fair Value |
|||
| 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |
| Currency: US Dollar Australian Dollar Canadian Dollar |
1.17 - 1.53 |
1.18 1.53 1.50 |
9,305 - 2,518 |
18,915 199 6,314 |
9,294 - 1,657 10,951 |
16,082 130 4,212 20,424 |
(145) - 46 (99) |
329 - 22 351 |
The notional amount of all the foreign exchange forward contracts existing at 31 December 2018 was approximately EUR 10,951 million (2017: EUR 20,424 million); these contracts were arranged to hedge the collection and payment flows arising from the Group's activities and/or its financial obligations.
The Group hedges commercial transactions on the basis of the estimated payment/collection periods. As a result, all the forward hedges mature in less than a year.
The fair values of these forward contracts were estimated on the basis of the difference between their exchange rates and the market exchange rates at each transaction maturity date, according to data available from public sources and/or specialised information services.
The effect on the value of the hedges at 31 December 2018 of a +/-1% change in the EUR/USD exchange rate would be 1%, as they are not leveraged. The overall impact, including the hedged item, would be neutral.
| Thousands of Euros | ||
|---|---|---|
| 2018 | 2017 | |
| Goods held for resale Raw materials and other goods held for conversion Work in progress Finished goods |
866 24,514 10,036 59,239 |
881 25,763 16,881 68,258 |
| Inventory write-downs | 94,655 (1,872) 92,783 |
111,783 (1,993) 109,790 |
The changes in inventory write-downs in 2018 and 2017 were as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 2018 | 2017 | ||
| Beginning balance | 1,993 | 1,582 | |
| Charge for the year (Note 25) | 1,564 | 2,179 | |
| Amounts used | (227) | (408) | |
| Reversals (Note 23) | (1,485) | (1,313) | |
| Translation differences | 27 | (47) | |
| Ending Balance | 1,872 | 1,993 |
At 31 December 2018, the Group had raw material purchase commitments amounting to approximately EUR 21,709 thousand (31 December 2017: approximately EUR 68,270 thousand).
The inventories are adequately covered against possible risks by the current insurance policies arranged by the Group.
The detail of "Trade and Other Receivables" in the consolidated statements of financial position at 31 December 2018 and 2017 is as follows:
| Thousands of Euros | ||
|---|---|---|
| 2018 | 2017 | |
| Trade receivables | 80,391 | 98,290 |
| Accounts receivable | 261,279 | 261,186 |
| Advances to suppliers | 742 | 683 |
| Advances to employees | 35 | 24 |
| Tax receivables (Note 14) | 10,301 | 15,270 |
| Impairment losses and allowances for uncollectible amounts | (286,196) | (285,585) |
| 66,552 | 89,868 |
"Trade Receivables" in the accompanying consolidated statements of financial position at 31 December 2018 and 2017 includes mainly the balances receivable on sales made to third parties by the Group in the performance of its business activities.
The ageing of the past-due balances that were not considered to have become impaired at 31 December 2018 and 2017 is as follows:
| Thousands of Euros | ||
|---|---|---|
| 2018 2017 |
||
| Less than 30 days | 14,599 18,492 |
|
| From 31 to 60 days | 3,804 5,334 |
|
| From 61 to 120 days | 2,634 1,426 |
|
| More than 120 days | 1,210 582 |
|
| 22,247 25,834 |
At 31 December 2018 and 2017, "Accounts Receivable", included approximately EUR 250 million of receivables from companies related to former directors of the Parent, which were provisioned in full in both years. In 2009 the Group initiated a process to recover the amounts drawn owed by these companies through complaints filed against the former directors (see Note 20.2).
In 2018 the Group entered into various factoring agreements for its accounts receivable amounting to approximately EUR 78,000 thousand (31 December 2017: EUR 70,057 thousand), of which approximately EUR 28,193 thousand had been drawn down at 31 December 2017 (31 December 2017: EUR 39,472 thousand). As part of its financial risk management, the Parent assesses whether the agreements transfer substantially all the risks and rewards incidental to ownership of the factored financial assets.
Where the Group retains the contractual rights to receive the cash flows of a financial asset, it only derecognises the financial asset when it assumes contractual obligations to pay those cash flows to one or more recipients in an arrangement that meets the following conditions:
On the basis of the aforementioned analysis, the Parent derecognised financial assets amounting to EUR 11,259 thousand due to the factoring of accounts receivable, since the requirements for derecognition had been met at 31 December 2018 (31 December 2017, approximately EUR 12,359 thousand); 16,934 thousand were therefore recorded under "Current Bank Borrowings" in this connection (EUR 27,113 thousand were recognised under "Bank Borrowings" in this connection on 31 December 2017) (see Note 18.3).
The changes in impairment losses and allowances for uncollectible amounts in the years ended 31 December 2018 and 2017 were as follows:
| Thousands of Euros | ||
|---|---|---|
| 2018 | 2017 | |
| Beginning Balance | 285,585 | 281,665 |
| Impairment loss recognised on initial application of IFRS 9 | 296 | - |
| Adjusted balance at 1 January 2018 | 285,881 | 281,665 |
| Charge for the year (Note 25) | 815 | 274 |
| Allowances used | (480) | (59) |
| Reversals in the year (Note 23) | (32) | (34) |
| Transfers on long-term provisions | - | 902 |
| Other movements and transfers without any impact on the result | - | 2,848 |
| Translation differences | 12 | (11) |
| Balance at 31 December 2018 | 286,196 | 285,585 |
The Group does not have a significant concentration of credit risk with regard to its trade receivables, since it has a large number of customers distributed throughout the world.
The detail of the tax receivables and payable at 31 December 2018 and 2017 is as follows:
| Thousands of Euros | ||||
|---|---|---|---|---|
| Debit Balances | 2018 | 2017 | ||
| Non-current: | ||||
| Deferred tax assets | 43,240 | 56,026 | ||
| 43,240 | 56,026 | |||
| Current: | ||||
| Current income tax assets | 2,791 | 2,234 | ||
| Sundry tax receivables- | ||||
| VAT receivable | 9,673 | 14,858 | ||
| Prior years' income tax refundable | 398 | 398 | ||
| Other | 217 | 12 | ||
| Social security taxes refundable | 13 | 2 | ||
| 13,092 | 17,504 |
| Thousands of Euros | ||||
|---|---|---|---|---|
| Credit Balances | 2018 | 2017 | ||
| Non-current: Deferred tax liabilities |
85,305 | 143,825 | ||
| 85,305 | 143,825 | |||
| Current: | ||||
| Current income tax liabilities | 491 | 541 | ||
| Accrued social security taxes payable | 784 | 763 | ||
| Sundry tax payables- | ||||
| VAT payable | 266 | 511 | ||
| Tax withholdings payable | 1,268 | 1,622 | ||
| Other tax payables | 71 | 211 | ||
| 2,880 | 3,648 |
14.2 Reconciliation of the accounting profit (loss) to the taxable profit (tax loss) and the income tax expense
The income tax of each company included in the scope of consolidation is calculated on the basis of the accounting profit (loss), which does not necessarily coincide with the taxable profit (tax loss).
The detail of the income tax expense is as follows:
| Miles de Euros | ||
|---|---|---|
| 2018 | 2017 | |
| Current tax | 4,281 | 2,956 |
| Adjustments to prior years' taxes | (289) | (815) |
| Deferred taxes: | ||
| Impact of tax rate reduction | - | 1,027 |
| Temporary differences originated and reversed | (44,685) | (10,924) |
| Total income tax expense | (40,693) | (7,756) |
The reconciliation of the average effective tax rate to the applicable tax rate, to the income tax expense and to the accounting profit (loss) is as follows:
| Miles de Euros | ||
|---|---|---|
| 2018 | 2017 | |
| Loss for the year before tax | (331,758) | (26,112) |
| Estimated income tax benefit at the tax rate of the Parent Effect of difference in tax rate of companies abroad Net non-deductible expenses Adjustment of deferred tax assets and liabilities Impact of tax rate reduction Differences arising in prior years |
(82,940) 3,683 19,957 18,896 - (289) |
(6,528) 971 8,368 (10,779) 1,027 (815) |
| Tax income | (40,693) | (7,756) |
With the approval of Royal Decree-Law 3/2016, of 2 December, for Spanish companies, the tax regulations relating to impairment losses on securities representing an equity interest in the investees were amended. Through this amendment, approval was given for the straight-line reversal over a fiveyear period of the impairment losses on ownership interests that were deductible for tax purposes in tax periods prior to 2013, unless the securities are transferred before the aforementioned period has elapsed, in which case, the amounts not yet reversed will be included in the tax base of the tax period in which the transfer takes place, up to the limit of the income obtained on said transfer. At 31 December 2018, the reversal of the impairment of the portfolio led to a positive adjustment to the tax base of EUR 10,895 thousand, of which EUR 21,789 thousand had not yet been reversed in the next two years.
In addition, net non-deductible expenses include unrecognised temporary differences for 2018 arising mainly from the limitation on the deductibility of finance costs, which particularly affects the Parent, with an impact of approximately EUR 5,974 thousand on the tax charge (2017: EUR 7,671 thousand), as well as other net adjustments.
| Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| Recognised with a Charge to Income Statement | ||||||
| Beginning Balance |
Increases | Decreases | Transfers and Other Changes |
Translation differences |
Ending balance |
|
| Assets: Tax loss carryforwards Tax credits recognised |
17,114 28,191 |
384 179 |
(6,284) (8,517) |
(78) - |
14 5 |
11,150 19,858 |
| Other | 10,721 | 3,593 | (2,228) | 78 | 68 | 12,232 |
| 56,026 | 4,156 | (17,029) | - | 87 | 43,240 | |
| Liabilities: Trademarks and Goodwill and other intangible assets Property, plant and equipment and other |
140,642 3,183 |
493 17 |
(58,662) (368) |
- - |
- - |
82,473 2,832 |
| 143,825 | 510 | (59,030) | - | - | 85,305 |
| 2017 | |
|---|---|
| Thousands of Euros | |||||||
|---|---|---|---|---|---|---|---|
| Recognised with a Charge to Income Statement | |||||||
| Beginning Balance |
Increases | Decreases | Transfer to "Non Current Assets Classified as Held for Sale" and Other |
Results for Upgrade Tax Rate |
Translation differences |
Ending balance |
|
| Assets: Tax loss carryforwards |
18,500 | - | (1,386) | - | - | - | 17,114 |
| Tax credits recognised Other |
22,073 14,598 |
3,086 6,404 |
- (4,360) |
3,032 (4,704) |
- (1,027) |
- (190) |
28,191 10,721 |
| 55,171 | 9,490 | (5,746) | (1,672) | (1,027) | (190) | 56,026 | |
| Liabilities: Trademarks and Goodwill and other intangible assets |
147,537 | 1,024 | (7,919) | - | - | - | 140,642 |
| Property, plant and equipment and other | 3,468 | 320 | (605) | - | - | - | 3,183 |
| 151,005 | 1,344 | (8,524) | - | - | - | 143,825 |
As indicated in Note 4.5, and as a result of the Group's new business plans, the Parent carried out a recoverability test of the tax loss carryforwards and tax credit and tax credit rights, and estimated the recoverable amount at 31 December 2018 at EUR 8,536 thousand and EUR 19,674 thousand, respectively. In this connection, the Parent recognised an expense of EUR 6,186 thousand and EUR 8,517 thousand by reducing the recoverable amount of the tax loss carryforwards and tax credit and tax credit rights, respectively, under "Income Tax" in the consolidated income statement for 2018.
Also included are tax credits for losses to be offset by the subsidiaries Carapelli Firenze, S.p.A., Deoleo, USA, Inc. and Deoleo Comercial de México, S.A. de C.V. amounting to EUR 1,930 thousand, EUR 396 thousand and EUR 288 thousand, respectively, as well as tax credits and tax relief from Deoleo USA, Inc. amounting to EUR 184 thousand.
The increases in deferred tax assets under "Other Items" relate mainly to the tax impact of the consolidation adjustment due to the elimination of the commercial margin of the subsidiaries' inventories on sales between Group companies, amounting to EUR 2,673 thousand. Derecognition of deferred tax assets relates mainly to changes in the year in accounting and tax differences in depreciation and other provisions, including the provision for Class Action amounting to EUR 1,431 thousand (see Note 20).
With respect to deferred tax liabilities, the net decrease relates to the difference between amortization and impairment for accounting purposes and the amortization and impairment for tax purposes of trademarks and rights of use and goodwill. As indicated in Note 4.5, the tax effect of the two impairment tests on non-financial assets performed in 2018 was a reduction in deferred tax liabilities: (i) trademarks and rights of use amounting to EUR 47,006 thousand and (ii) goodwill amounting to EUR 10,766 thousand.
At the end of 2018 the last years for deduction of the tax loss and tax credit carry forwards recognised and the years in which they were generated were as follows:
| Year | Thousands of |
|---|---|
| Incurred | Euros |
| 2006 | 1,187 |
| 2007 | 20,840 |
| 2008 | 25,547 |
| 2009 | 415,502 |
| 2010 | 51,782 |
| 2011 (*) | 41,553 |
| 2015 (*) | 1,703 |
| 2017 (*) | 1,640 |
| 2018 (*) | 16,819 |
| 576,573 |
(*) Tax loss carryforwards of tax consolidated group relating to Deoleo, S.A.
| Year Generated |
Thousands of Euros |
|---|---|
| 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 |
18,606 1,330 299 3,534 10,641 4,510 175 121 83 31 |
| 39,330 |
Pursuant to the tax laws in force, the tax loss carryforwards declared in the year may be offset for tax purposes against the profits obtained with no time limit for Spanish entities. However, the final amount to be offset in relation to the aforementioned tax losses may be modified as a result of the audit of the years in which they arose by the tax authorities.
Also, the deferred tax assets indicated above were recognised in the balance sheet because the Parent's directors considered that, based on their best estimate of the Parent's future earnings, it is probable that these assets will be recovered.
The detail of the unrecognised deferred tax assets, recalculated at the tax rate at which it is expected that they will be recovered in the case of the assets subject to the tax rate, and of the changes therein is as follows:
| Thousands of Euros 2018 2017 |
||
|---|---|---|
| Deferred Tax Assets: | ||
| Temporary differences | 54,596 | 53,186 |
| Tax loss carryforwards | 135,607 | 125,667 |
| Tax credit carryforwards | 19,656 | 12,135 |
| 209,859 | 190,988 |
The Group did not recognise the deferred tax assets detailed in the foregoing table in the accompanying consolidated statement of financial position (net amounts) because it considered that the requirements in the applicable accounting legislation regarding the probability of their future recoverability were not met.
In 2011 and 2012 provisional tax assessments were received from the Italian tax authorities for various items, amounting to EUR 9,146 thousand and EUR 6,912 thousand, respectively. The Group filed the corresponding appeals, and obtained favourable judgments at first and second instance in the first case, and at first instance in the second case. In 2018, a favourable ruling was also obtained in the second instance for the second case. The Italian tax authority has filed a cassation appeal. The Parent's directors consider that the Group has valid arguments to defend the accounting treatment applied, which would result in no impact on the Group's equity.
In 2014 the Milan 2 and Pavia customs offices notified the subsidiary Carapelli Firenze, S.p.A. of the commencement of notification proceedings relating to the inward processing system (IPS), whereby all the IPS authorisations and transactions issued from 2010 to 2012 were rendered null and void, and payment of EUR 62.3 million was sought, including customs duties, VAT, interest and a penalty. Of this amount, the Group paid EUR 4,999 thousand in prior years, and suspension of the payment of the remainder was granted. During the years 2015 to 2017, various resolutions have been received for all the amounts claimed in which the appeals filed by the Group were accepted and the open minutes were rejected, however, they were appealed. In 2018 a favourable ruling was obtained, but the opposing party filed an appeal in cassation. The Parent's directors consider that the Group has valid arguments to defend the accounting treatment applied, which would result in no impact on the Group's equity.
In addition, in 2014 the Milan 2 Customs Office notified the subsidiary Carapelli Firenze, S.p.A. of the opening of a notification relating to the RPA claiming payment of EUR 2,768 thousand. The Group provisioned this amount in previous years on receipt of unfavourable judgments in the first instance, which have been appealed. 465 thousand were paid in 2016 and applied against the provision, and the suspension of payment was granted upon presentation of guarantees. A favourable ruling was obtained in 2018, but it is necessary to wait for the Appeal of Cassation. At 31 December 2018, the provision for this claim amounted to EUR 2,303 thousand.
Under current legislation, taxes cannot be deemed to have been definitively settled until the tax returns filed have been reviewed by the tax authorities or until the four-year statute-of-limitations period has expired. At 31 December 2018, the Parent and the subsidiaries have open for review by the tax authorities the principal taxes presented that are applicable to it for the last four years, with the exception of import VAT and customs duties (import duties) for the year 2015 of the Parent Company. On the other hand, the following are being inspected at the Parent: (i) the special taxes (Alcohol Tax) for 2016 relating to the vinegar activity, (ii) the Tax on Economic Activities relating to Alcolea (2015 to 2018) and Villarejo de Salvanés (2014 to 2018) and (iii) with respect to the Tax Group's 2014 Corporate Tax, certain aspects declared in 2014 are being reviewed, at the Parent's request, which are affected by adjustments made by the General Inspection from 2011 to 2013.
The Parent's directors consider that they have settled the aforementioned taxes adequately and, therefore, although discrepancies might arise in the interpretation of the tax legislation in force in terms of the tax treatment of transactions, the resulting liabilities, if any, would not have a material effect on the accompanying consolidated financial statements.
| Thousands of Euros 2018 2017 |
||
|---|---|---|
| Cash on hand and at banks | 47,947 | 16,831 |
| 47,947 | 16,831 |
At 31 December 2018 bank accounts and deposits held by the Group, included under "Cash and Cash Equivalents" and "Other Current Financial Assets", amounting to approximately EUR 46,509 thousand had been pledged (2017: EUR 20,777 thousand).
The detail of the equity accounts and of the changes therein is presented in the consolidated statement of changes in equity.
The detail in the Parent's shares in 2018 and 2017 were as follows:
| Number of Shares | |||
|---|---|---|---|
| 2018 | 2017 | ||
| Shares at beginning of year | 1,154,677,949 | 1,154,677,949 | |
| Capital increase | 250,180,220 | - | |
| Shares at end of year | 1,404,858,169 | 1,154,677,949 |
On 6 April 2018, the Parent's Board of Directors resolved to prepare a capital increase, with preemption rights, of EUR 25 million. In this connection, on 30 October 2018 the public deed was executed to increase capital by EUR 25,018,022.00 through the issuance of 250,180,220 shares of EUR 0.10 par value each. The aforementioned public deed was duly registered in the Córdoba Mercantile Register.
At 31 December 2018, 1,404,858,169 fully subscribed and paid shares of EUR 0.10 par value each represented the Parent's share capital, represented by book entries.
According to the most recent notifications received by the Parent and the communications submitted to the Spanish National Securities Market Commission prior to the end of each reporting period, the main shareholdings are as follows:
| 2018 | 2017 | |||
|---|---|---|---|---|
| Holder | Number of | % of Ownership | Number of | % of Ownership |
| Shares | Shares | |||
| CVC Capital Partners VI Limited (1) | 792,346,473 | 56.40% | 577,454,442 | 50.01% |
| Fundación Bancaria Unicaja (2) | 126,145,189 | 8.98% | 116,145,186 | 10.06% |
| Fundación Bancaria Caixa D´Estalvis I | ||||
| Pensions de Barcelona (3) | 57,618,350 | 4.10% | 57,618,350 | 4.99% |
| Bilbao Bizkaia Kutxa Fundación Bancaria (4) | 55,886,491 | 3.98% | 55,886,491 | 4.84% |
| Daniel Klein (5) | 34,080,537 | 2.43% | 34,080,537 | 2.95% |
| Mao Holdings (Cayman) Limited | 19,350,000 | 1.38% | 19,350,000 | 1.68% |
(1) Through Ole Investments, BV.
(2) Through Unicaja Banco, S.A.U., Unicartera Gestión de Activos, S.L.U. and Alteria Corporación Unicaja, S.L.U.
(3) Through Hiscan Patrimonio, S.A. and Caixabank, S.A.
(4) Through Cajasur Banco, S.A.U. and Grupo de Empresas Cajasur, S.A.
(5) Directly and through Sinpa Holding, S.A.
The Parent's shares are listed on the Bilbao, Barcelona, Madrid and Valencia Stock Exchanges and on the Spanish Stock Market Interconnection System.
The objectives of the Group's capital management are to safeguard its ability to continue operating as a going concern so that it can continue to provide returns to shareholders and benefit other stakeholders, and to maintain an optimum capital structure to reduce the cost of capital.
In line with other groups in the industry, the Group controls its capital structure on the basis of its gearing ratio. This ratio is calculated by dividing net debt by total equity. Net debt is calculated as total financial debt less cash and cash equivalents. Total capital is calculated as total equity plus net debt.
| Thousands of Euros | ||
|---|---|---|
| 2018 | 2017 | |
| Non-current bank borrowings (Note 18) Current bank borrowings (Note 18) Financial liabilities due to issue of marketable securities (Note 18) Other non-current financial liabilities (Note 18) Total financial debt |
541,302 19,675 42,453 735 604,165 |
504,161 30,712 42,453 1,215 578,541 |
| Less- Cash and cash equivalents (Note 15) | (47,947) | (16,831) |
| Net debt (a) | 556,218 | 561,710 |
| Equity | 35,310 | 299,831 |
| Total capital | 591,528 | 861,541 |
| Net debt/total capital ratio | 94.0% | 65.2% |
(a) The net debt does not include the term deposits maturing at more than three months and less than twelve months included under "Other Current Financial Assets" which at 31 of December 2018 and 2017 amounts to EUR 6,289 thousand and EUR 6,553 thousand, respectively (see Note 10).
The detail of "Other Reserves" at 31 December 2018 and 2017 is as follows:
| Thousands of Euros 2018 2017 |
||
|---|---|---|
| Legal reserve Other reserves |
10,184 47,639 |
10,184 47,800 |
| 57,823 | 57,984 |
Appropriations to the legal reserve were made in accordance with Article 274 of the Consolidated Spanish Limited Liability Companies Law, which establishes that, in any case, 10% of net profit for each year must be transferred to the legal reserve until the balance of this reserve reaches at least 20% of share capital. The legal reserve may not be distributed and, if it is used to offset losses, where sufficient other reserves are not available for this purpose, it must be replenished out of future profits. At 31 December 2018, the Parent's legal reserve had not reached 20% of share capital. However, once the planned capital reduction has been carried out, aimed at restoring the equity balance of the Parent mentioned in Note 2.7, the Parent Company's legal reserve will be fully consolidated since 20% of the resulting new share capital has been reached. In this sense, the Parent will have 7,374 thousand of excess legal reserve over the aforementioned mandatory minimum.
Voluntary reserves are unrestricted provided that the distribution of dividends does not reduce shareholders' equity to below share capital. The Parent is also subject to other restrictions regarding the distribution of dividends (see section 6 of this Note).
At 31 December 2018 and 2017, the Parent does not hold treasury shares.
At June 28th, the shareholders at the Annual General Meeting of Deoleo, S.A. resolved to authorise the acquisition of shares of the Parent at maximum and minimum prices, based on the following premises:
The detail of the translation differences of the Group's subsidiaries and of the changes therein is as follows:
| Thousands of Euros |
|
|---|---|
| Balance at 1 January 2017 Translation differences arising from financial |
(6,795) |
| statements of foreign operations Balance at 31 December 2017 |
(10,702) (17,497) |
| Translation differences arising from financial statements of foreign operations |
1,865 |
| Balance at 31 December 2018 | (15,632) |
"Valuation Adjustments" in the accompanying consolidated statement of financial position at 31 December 2018 reflects the revaluation of derivative financial instruments that qualify for hedge accounting. The changes therein were as follows:
| Thousands of Euros |
|
|---|---|
| Actuarial | |
| Losses and | |
| Gains | |
| Balance at 1 January 2017 | (294) |
| Adjustment due to change in assessment | 349 |
| Balance at 31 December 2017 | 55 |
| Adjustment due to change in assessment | 44 |
| Balance at 31 December 2018 | 99 |
In 2018 and 2017, the Parent did not distribute any dividends to its shareholders.
Under the terms and conditions of the loan arranged in 2014 described in Note 18, there are certain restrictions on the distribution of dividends by the Parent, i.e. they may not be distributed until all the obligations arising from the aforementioned loan have been fulfilled.
Basic earnings per share are calculated by dividing the profit for the year attributable to the Parent's ordinary shareholders by the weighted average number of ordinary shares outstanding during the year, excluding the treasury shares.
The detail of the calculation of basic earnings (loss) per share is as follows:
| Euros | ||
|---|---|---|
| 2018 | 2017 | |
| Loss for the year attributable to holders of equity instruments of the Parent (in euros) Weighted average number of ordinary shares outstanding (number of securities) Basic loss per share |
(291,065,000) 1,197,174,315 (0.243) |
(18,356,000) 1,154,677,949 (0.016) |
The average number of ordinary shares outstanding was calculated as follows:
| Average Number of Shares | |||
|---|---|---|---|
| 2018 | 2017 | ||
| Ordinary shares outstanding at the beginning of the year | 1,154,677,949 | 1,154,677,949 | |
| Capital increase as October 30 2018 | 250,180,220 | - | |
| Ordinary shares outstanding at year end | 1,404,858,169 | 1,154,677,949 | |
| Weighted average number of ordinary shares | |||
| outstanding at 31 December | 1,197,174,315 | 1,154,677,949 |
Diluted earnings per share are calculated by adjusting the profit for the year attributable to holders of equity instruments of the Parent and the weighted average number of ordinary shares outstanding to take into account all the dilutive effects inherent to potential ordinary shares, i.e. as if all the potentially dilutive ordinary shares had been converted.
The Parent does not have any classes of potentially dilutive ordinary shares.
The detail of the debentures, loans and other interest-bearing liabilities in the consolidated statement of financial position is as follows:
| Thousands of Euros | ||
|---|---|---|
| 2018 | 2017 | |
| Financial liabilities due to issue of marketable securities | 42,453 | 42,453 |
| Non-current: Measured at amortised cost- Loan |
549,000 | 515,000 |
| Loan arrangement expenses | (7,698) | (10,839) |
| Total loan | 541,302 | 504,161 |
| Total non-current bank borrowings | 541,302 | 504,161 |
| Other interest-bearing financial liabilities Total other interest-bearing financial liabilities |
735 735 |
1,215 1,215 |
| Current: Other bank borrowings Other interest-bearing financial liabilities Measured at fair value- Derivative financial instruments (Note 11) |
17,906 1,616 153 |
28,121 2,369 222 |
| Total current bank borrowings | 19,675 | 30,712 |
At 31 December 2018, "Loan" includes the loan agreement entered into on 13 June 2014 by the Group and various lenders whereby a new financing package was arranged for a maximum drawable amount of EUR 600 million, composed of the following tranches:
Bullet repayment applies to all tranches.
The interest rate differs for each tranche of financing and they all bear at Euribor plus a spread; the weighted average spread amounted to 376 basis points. The financing does not require covenants to be achieved, except in the case the revolving line of credit; if more than EUR 60 million is drawn down against this facility, the Group must achieve a debt/EBITDA ratio of less than 7.75x. In April 2018, without increasing the total drawable amount of the revolving line of credit, the limit on the drawable amount was increased from EUR 35 million to EUR 60 million without achievement of the aforementioned covenant being mandatory. No drawdowns against the aforementioned revolving line of credit above the threshold requiring the aforementioned ratio to be achieved were made either in 2018 or between 31 December 2018 and the date of authorisation for issue of these consolidated financial statements.
The Parent Company, Deoleo, S.A., and its subsidiary, Deoleo USA Inc., in their capacity as borrowers, as well as the main subsidiaries, have provided the following guarantees in favour of the lending institutions so as to secure their obligations:
Deoleo S.A. and Deoleo USA Inc. shall be the borrowers and Carapelli Firenze, S.p.A. shall be guarantor of the financing facility.
The First and Second Lien tranches will be covered by first and second collateral agreements, which shall comprise mainly the following:
The Parent cannot distribute dividends until all the obligations arising from the aforementioned loan have been fulfilled.
According to the Parent Company's Directors, at 31 December 2018, the Group was in compliance with all requirements and they also believe there are no foreseeable aspects that could negatively affect such compliance in the coming twelve months.
On 20 December 2006, the Group issued 6,000 preference shares of EUR 50,000 par value each, for a total amount of approximately EUR 300,000 thousand. The holders of these shares are entitled to receive a pre-determined, non-cumulative return, payment of which is conditional on the availability of sufficient "distributable profit" at the Group.
From the disbursement date and throughout the life of the issue, the preference shares bear noncumulative interest payable quarterly in arrears at a rate equal to Euribor plus 2.50% nominal p.a.; and from 20 December 2016 onwards, at the 3-month Euribor rate prevailing on the second business day before each period begins plus 4.00% nominal p.a.
As a result of the loss for the year, the Group did not recognise a provision for the interest borne in 2018 payable to the holders of preference shares. In 2017 no provision was recognised in this connection either.
Since 2010 the Group has carried out various capital increases through the contribution of preference shares, as well as the repurchase of preference shares. Accordingly, at 31 December 2018 and 2017, 1,034 preference shares were outstanding. Of these, 189 are held by the Parent. Although the preference shares are perpetual, they may be redeemed fully or partially at any time once five years have elapsed since the disbursement date, at the discretion of the issuer.
"Other Bank Borrowings" under current liabilities includes mainly a reverse factoring agreement (classified as a financial reverse-factoring arrangement) entered into on 3 March 2016, against which EUR 1,094 thousand had been drawn down at 31 December 2018 (31 December 2017: EUR 5,174 thousand), and the Group's liabilities under factoring agreements arranged with various banks. EUR 15,840 thousand had been drawn down against the factoring lines at 31 December 2018 (31 December 2017: EUR 21,939 thousand) (see Note 13.3).
This line item also includes accrued interest payable amounting to EUR 972 thousand (31 December 2017: EUR 1,230 thousand).
The detail of "Trade and other payables" in the consolidated statements of financial position at 31 December 2018 and 2017 is as follows:
| Thousands of Euros | ||
|---|---|---|
| 2018 | 2017 | |
| Trade payables | 57,955 | 82,692 |
| Other payables: | ||
| Remuneration payable | 5,126 | 3,477 |
| Accrued social security taxes payable (Note 14) | 784 | 763 |
| Payable to public authorities (Note 14) | 1,605 | 2,344 |
| Customer advances | 100 | 21 |
| Accruals and deferred income | 2 | 37 |
| 65,572 | 89,334 |
Set forth below are the disclosures required by Additional Provision Three of Law 15/2010, of 5 July (amended by Final Provision Two of Law 31/2014, of 3 December), prepared in accordance with the Spanish Accounting and Audit Institute (ICAC) Resolution of 29 January 2016 on the disclosures to be included in notes to financial statements in relation to the average period of payment to suppliers in commercial transactions.
| Days | ||
|---|---|---|
| 2018 | 2017 | |
| Average period of payment to suppliers Ratio of transactions settled Ratio of transactions not yet settled |
53 53 59 |
55 54 65 |
| Thousands of Euros 2018 2017 |
|||
|---|---|---|---|
| Total payments made Total payments outstanding |
432,796 34,673 |
410,202 52,397 |
The figures shown in the foregoing table in relation to payments to suppliers relate to suppliers of the Spanish consolidated companies that because of their nature are trade creditors for the supply of goods and services and, therefore, they include the figures relating to "Trade Payables" under "Current Liabilities" in the consolidated statement of financial position.
In accordance with the ICAC Resolution, the average period of payment to suppliers was calculated by taking into account the commercial transactions relating to the supply of goods or services for which payment has accrued since the date of entry into force of Law 31/2014, of 3 December.
"Average period of payment to suppliers" is taken to be the period that elapses from the delivery of the goods or the provision of the services by the supplier to the effective payment of the transaction.
The maximum payment period applicable to the Spanish consolidated companies under Law 3/2004, of 29 December, on combating late payment in commercial transactions, and pursuant to the transitional provisions contained in Law 15/2010, of 5 July, was 60 days for 2013. This Law was amended by Law 11/2013, of 26 July, which established from its date of application a maximum payment period to suppliers and trade creditors of 30 days, unless there is an agreement between the parties, in which case the maximum period is 60 days. In this regard, the Group has agreements with substantially all its suppliers and trade creditors for a maximum payment period of 60 days and, accordingly, the weighted average period of late payment is calculated taking this into account.
The changes in long-term provisions in 2018 and 2017 were as follows:
| Thousands of Euros |
|
|---|---|
| Balance at 1 January 2017 | 18,448 |
| Provisions recognised | 116 |
| Provisions used | (4,654) |
| Reversals of provisions | (53) |
| Transfers | (902) |
| Total long-term provisions at 31 December 2017 | 12,955 |
| Provisions recognised | 2,721 |
| Provisions used | (1,173) |
| Reversals of provisions | (3,419) |
| Total long-term provisions at 31 December 2018 | 11,084 |
The balance of provisions relates mainly to the estimated risks arising from the claims filed against the Group by certain former employees, customers and public authorities.
In 2016, certain provisional assessments were received from the Spanish customs authorities in relation to alleged incorrect settlements, which are guaranteed by the Parent as part of the management of the inward processing regime, arising from discrepancies between the declared oil quality and the results of samples taken by the inspection authorities. In relation to the total amount of the tax assessments received, which were fully provisioned, the Group made the appropriate submissions in order for the tax assessment claims to be dismissed, amounting to EUR 2,357 thousand. In 2018, a provision related to finance costs of EUR 187 thousand have been recognised, amounting the provisioned balance to EUR 2,544 thousand.
In addition, in 2014 the Milan 2 customs office notified the subsidiary Carapelli Firenze, S.p.A. of the opening of a notification proceeding in relation to the IPS seeking payment of EUR 2,768 thousand. The Group recognised a provision for this amount in prior years, as it received unfavourable judgements at first instance, which were appealed against. In 2016 EUR 465 thousand of the provision were used and suspension of the payment was granted as guarantees were provided. A decision was handed down in favour of the Parent in 2018 although this decision is not final until the judgment is handed down in the cassation appeal. At 31 December 2018, the provision recognised for this claim amounted to EUR 2,303 thousand.
In 2015 and 2016 the Italian authorities undertook various quality inspections in relation to the subsidiary Carapelli Firenze, S.p.A., and established, in certain cases, the existence of discrepancies between the quality of the oil marketed and that indicated by the labelling. The total provisions for quality inspections recognised in the consolidated statement of financial position amounted to EUR 3,994 thousand. In 2018 notification was received from the Italian authorities that one of the inspection assessments amounting to EUR 2,094 thousand had been dismissed without incurring penalties and, accordingly, the reversal of the related provision was recognised under "Other Operating Income" in the consolidated statement of profit or loss for 2018. At 31 December 2018, the provision recognised for the assessment not yet settled amounted to EUR 1,900 thousand.
In 2018 the Group recognised additional provisions amounting to EUR 2,534 thousand for certain contingencies and litigation. These provisions were recognised under "Other Operating Expenses" in the consolidated statement of profit or loss for 2018.
The provision for other third-party liability includes provisions for certain contingencies and litigation whose final outcome, in the opinion of the Parent's directors, will not give rise to any additional material liabilities.
The changes in the short-term provisions in 2018 and 2017 were as follows:
| Thousands of Euros |
|
|---|---|
| Balance at 1 January 2017 Provisions recognised Provisions used |
327 5,838 (294) |
| Total short-term provisions at 31 December 2017 | 5,871 |
| Provisions recognised | - |
| Provisions used | (5,863) |
| Balance at 31 December 2018 | 8 |
In August 2017 a court judgment resolved that a claim filed by a single consumer in 2014 against the subsidiary Deoleo USA, Inc. was to be handled on a class action basis. This claim was based on alleged charges related to certain products sold in the State of California.
Although the Group objected strongly to this claim, as it understood that it lacked substance, the Parent's directors negotiated an out-of-court settlement amounting to USD 7 million (approximately EUR 5.8 million). Although, under no circumstances does the Deoleo Group admit its culpability with regard to the events subject to claim, nor has a court judgment been issued against it in this connection, the Group's consolidated financial statements as at 31 December 2017 included a provision for the aforementioned amount under "Provisions".
In August 2018 the competent court handed down its decision giving its definitive approval of the proposed out-of-court settlement, a resolution which definitively concludes the proceeding and any future claim related thereto. In this connection, the Group paid USD 7 million, which was used to pay the court costs of the claimants and the individual claims that may have been substantiated.
On 26 September 2016, the Central Court of Examination no. 4 issued an order to commence trial whereby it was resolved to consider submitted a charge against the former CEOs and other natural persons, and against the entities sued (held liable for third-party claims), for alleged offences of cumulative and highly aggravated misappropriation, cumulative and highly aggravated embezzlement, corporate offences, criminal breach of duty owed by de facto and de iure directors, forgery of corporate documents, cumulative money laundering, dealings in assets with a view to defrauding creditors, market- and consumer-related offences and accessory after the fact.
The handling of the case was entrusted to Section 3 of the National Appellate Court, Case number 5/2017, for which the date of trial has not yet been scheduled.
All the balances claimed from the persons against which the criminal complaint was brought are fully provisioned; however, the Group does not eliminate the possibility of recovering those balances through the legal actions brought before the Central Court of Examination of the National Appellate Court.
More detailed information on the proceeding and the persons and entities against which the claims are filed appears in the notes to the financial statements for previous years, and there were no significant changes in this connection in 2018.
A full summary of the claims of HSH NORDBANK and LANDESBANK BADEN WÜRTEMBERG and of the proceedings brought before the Courts of First Instance No. 1 and No. 3 of Arganda del Rey is detailed in the notes to the financial statements for previous years.
The Parent maintains its view that the drafts lack validity for the Company and that simulation of the guarantee constitutes an offence of forgery of documentation; therefore, both the Company, by means of private prosecution, and the Public Prosecutor's Office submitted a charging instrument in relation to this matter and in both cases sought a declaration of the nullity of the aforementioned negotiable instruments. Accordingly, the order to commence trial issued by the Central Court of Examination no. 4 of the National Appellate Court also handled the court proceedings against the German entities for their involvement in the creation and endorsement of these negotiable instruments, and demanded from them, in a separate subfile relating to third-party liability, a guarantee to meet the potential thirdparty liability that may be adjudged, for an amount equivalent to that of the drafts.
The Civil Courts, which are aware of the claims of these entities, to which the Company has objected, resolved to stay the proceeding until a judgment is delivered by the criminal courts in this connection.
With regard to these proceedings, it is impossible to determine the outcome of the litigation or provide an estimate as to any amount that may arise therefrom, as its resolution is conditional upon the decision to be taken both in these proceedings and in the criminal proceeding related to the previous point of this document (legal proceedings against former directors) by the judicial authority and, therefore, it is beyond the Parent's control. There were no significant changes in this connection in 2018.
The changes in non-refundable government grants were as follows:
| Thousands of Euros |
|
|---|---|
| At beginning of year 2017 Other changes At end of year 2017 Other movements |
4,013 (92) 3,921 - |
| Amount at 31 of December 2018 | 3,921 |
In relation to the grant awarded by the Andalusian Energy Agency to the subsidiary Cogeneración de Andújar, S.A., with respect to which a proceeding had been initiated, notification was received on 8 July 2016 declaring that the grant must be refunded. The Group has appealed against this ruling, although, if the refund is upheld judicially, the subsidiary will be required to repay the amount of the grant (approximately EUR 3 million) as well as late-payment interest amounting to EUR 964 thousand. Based on the foregoing, the Group recognised this amount in 2016 in the consolidated statement of profit or loss. In 2018 a deposit was recognised for this amount until the final decision is handed down for the proceedings in progress (see Note 10).
The detail of revenue, which relates to the sale of goods, by line of business and geographical market, is shown in Note 30 on segment reporting.
The detail of "Other Operating Income" in the years ended 31 December 2018 and 2017 is as follows:
| Thousands of Euros | ||
|---|---|---|
| 2018 | 2017 | |
| Grants related to income | 28 | 25 |
| Leases | 433 | 904 |
| Gains on sale of items of property, plant and equipment (Note 7) | 784 | 50 |
| Gains on non-current assets classified as held for sale | - | 5,143 |
| Reversal of impairment losses: | ||
| Investment property (Note 8) | 1,452 | 4,092 |
| On inventories and accounts receivable (Notes 12 and 13.4) | 1,517 | 1,347 |
| Other income | 5,838 | 3,226 |
| 10,052 | 14,787 |
The detail of "Staff Costs" in 2018 and 2017 is as follows:
| Thousands of Euros | ||
|---|---|---|
| 2018 | 2017 | |
| Wages, salaries and similar expenses Termination benefits Social security contributions and other employee benefit costs |
32,386 1,199 10,493 |
32,304 6,354 8,948 |
| 44,078 | 47,606 |
The average number of employees at the Group in 2018 and 2017, by professional category and gender, was as follows:
| Number of Employees | ||||||
|---|---|---|---|---|---|---|
| 2018 | 2017 | |||||
| Total | Men | Women | Total | Men | Women | |
| Executives | 53 | 39 | 14 | 49 | 36 | 13 |
| Clerical supervisors | 91 | 50 | 41 | 79 | 43 | 36 |
| Skilled employees | 61 | 42 | 19 | 74 | 54 | 20 |
| Sales staff | 123 | 102 | 21 | 109 | 87 | 22 |
| Clerical staff | 168 | 56 | 112 | 147 | 46 | 101 |
| Factory staff | 110 | 95 | 15 | 129 | 108 | 21 |
| 606 | 384 | 222 | 587 | 374 | 213 |
At 31 December 2018 and 2017, all the members of the Board of Directors of the Parent were men.
The number of employees, by professional category and gender, at the end of 2018 and 2017 was as follows:
| Number of Employees | ||||||
|---|---|---|---|---|---|---|
| 2018 | 2017 | |||||
| Total | Men | Women | Total | Men | Women | |
| Executives | 51 | 36 | 15 | 48 | 35 | 13 |
| Clerical supervisors | 92 | 50 | 42 | 78 | 42 | 36 |
| Skilled employees | 67 | 43 | 24 | 66 | 48 | 18 |
| Sales staff | 147 | 120 | 27 | 103 | 85 | 18 |
| Clerical staff | 190 | 66 | 124 | 142 | 42 | 100 |
| Factory staff | 103 | 92 | 11 | 99 | 84 | 15 |
| 650 | 407 | 243 | 536 | 336 | 200 |
The average number of people employed by the Group's Spanish companies in 2018 and 2017 with a level of disability of 33% or more, by professional category, was as follows:
| Number of Employees | |||
|---|---|---|---|
| Category | 2018 2017 |
||
| Clerical supervisors Skilled employees and factory staff |
1 2 |
1 2 |
|
| 3 | 3 |
| Thousands of Euros | ||
|---|---|---|
| 2018 | 2017 | |
| Impairment losses: On non-current assets classified as held for sale (Note 5) On intangible assets (Note 6) On property, plant and equipment (Note 7) On inventories and accounts receivable (Notes 12 and 13.4) |
1,105 296,179 568 2,379 |
7,658 - 1,695 2,453 |
| Losses on disposals non-current assets as held for sale Other expenses |
- 89,626 389,857 |
111 90,916 102,833 |
The detail of "Finance Income" and "Finance Costs" in the years ended 31 December 2018 and 2017 is as follows:
| Thousands of Euros | ||
|---|---|---|
| 2018 | 2017 | |
| Finance income: | ||
| Gains on foreign currency transactions | 8,679 | 13,399 |
| Arising from measurement at fair value of derivative instruments | - | 609 |
| Other finance income | 1,055 | 55 |
| 9,734 | 14,063 | |
| Finance costs: | ||
| Debt arrangement expenses - syndicated loan | 3,319 | 3,142 |
| On bank borrowings | 28,290 | 26,493 |
| Losses on foreign currency transactions | 9,695 | 8,214 |
| Due to valuation at fair value of derivative instruments (Note 11) | 538 | - |
| IRS settlement and other hedging instruments | - | 406 |
| Losses on long-term debt securities | - | 101 |
| Losses on liquidation of subsidiaries | - | 192 |
| Other financial expenses | 355 | 942 |
| 42,197 | 39,490 |
The detail of the accounts receivable from and payable to related parties at 31 December 2018 and 2017 is as follows:
| Thousands of Euros | |||
|---|---|---|---|
| Other Related Parties | |||
| Shareholders | |||
| 2018 2017 |
|||
| Current financial assets: | |||
| Cash and cash equivalents | 18 | 14 | |
| Accounts receivable: | |||
| Accounts receivables | 646 | 1,086 | |
| Non-Current payables: | |||
| Non-current payables (Note 18.3) | (4,000) | - | |
| Trade and other payables: | |||
| Payable to suppliers | (42) | (185) | |
| Advances to suppliers | 57 | - | |
The Group recognises allowances under various line items for the full amount of the accounts receivable from companies associated with former directors of the Parent, amount EUR 250 million at the end of 2018 and 2017.
The detail of the loans received, derivatives and other interest-bearing liabilities associated with shareholders is as follows:
| Thousands of Euros | ||
|---|---|---|
| 2018 | 2017 | |
| CaixaBank, S.A. | 4,000 | - |
| Total loans and other interest-bearing liabilities | 4,000 | - |
The detail of the Group's transactions with related parties in 2018 and 2017 is as follows:
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| Senior Management |
|||||
| Shareholders | Directors | of the Parent | Total | ||
| Income: | |||||
| Net sales | 9,427 | - | - | 9,427 | |
| 9,427 | - | - | 9,427 | ||
| Expenses: | |||||
| Procurements | 6,932 | - | - | 6,932 | |
| Other operating expenses | 3,092 | 372 | - | 3,464 | |
| Staff costs | - | 515 | 1,974 | 2,489 | |
| Finance costs | 175 | - | - | 175 | |
| 10,199 | 887 | 1,974 | 13,060 | ||
| Guarantees received | - | - | - | - |
| Thousands of Euros | ||||
|---|---|---|---|---|
| Shareholders | Directors | Senior Management of the Parent |
Total | |
| Income: | ||||
| Net sales | 9,651 | - | - | 9,651 |
| 9,651 | - | - | 9,651 | |
| Expenses: | ||||
| Procurements | 18,375 | - | - | 18,375 |
| Other operating expenses | 3,607 | 503 | - | 4,110 |
| Staff costs | - | 690 | 4,585 | 5,275 |
| Finance costs | 163 | - | - | 163 |
| 22,145 | 1,193 | 4,585 | 27,923 | |
| Guarantees received | 25 | - | - | 25 |
The remuneration of the senior executives of the Parent amounted to approximately EUR 1,974 thousand in 2018 (2017: EUR 4,585 thousand).
The remuneration of the members of the Board of Directors was as follows:
| Thousands of Euros | ||||
|---|---|---|---|---|
| 2018 | 2017 | |||
| Salaries Attendance fees |
515 372 |
690 503 |
||
| 887 | 1,193 |
At 31 December 2018, the Parent had paid EUR 60 thousand in premiums for the directors' third-party liability insurance (same amount in 2017).
At 31 December 2018, the Parent did not have any pension obligations to the former or current members of the Board of Directors and had not assumed any guarantee commitments on their behalf. In addition, in 2018 the Parent's directors did not receive any amounts other than those mentioned above. At 31 December 2018 and 2017 there were no balances with the members of the Parent's Board of Directors other than those described in Note 27.1.
At the end of 2018 the members of the Board of Directors of Deoleo, S.A. had not notified the other members of the Board of Directors of any direct or indirect conflict of interest that they or persons related to them as defined in the Spanish Limited Liability Companies Law might have with respect to the Group, except as follows:
The Group's operations are governed by the laws on environmental protection ("environmental laws") and workers' safety and health ("occupational safety laws"). The Deoleo Group considers that it is complying with these laws and that it has procedures in place to foster and guarantee compliance therewith.
In 2018 and 2017 there were no additions to, or disposals of, environmental investments in the Group's plant. At 31 December 2018, the carrying amount of the environmental investments was EUR 1,607 thousand (31 December 2017: EUR 1,992 thousand).
The ordinary expenses incurred in the year ended 31 December 2018 for the purpose of protecting and enhancing the environment amounted to EUR 1,355 thousand (2017: EUR: 988 thousand). These expenses related mainly to costs incurred in relation to packaging recycling, environmental diagnosis work and waste treatment.
At 31 December 2018 and 2017, the Group had not recognised a provision for environmental measures since the Parent's directors consider that there are no risks of this nature.
The Group did not receive any environmental grants in 2018, nor did it have any such grants in 2017, and its consolidated statement of financial position does not include any grants of this nature from prior years.
In 2018 and 2017 the fees for financial audit and other services provided by the auditor of the Group's consolidated financial statements, Deloitte, S.L., and the fees for services invoiced by entities related to this auditor as a result of a relationship of control, common ownership or common management, were as follows:
| Thousands of Euros | ||
|---|---|---|
| 2018 | 2017 | |
| Audit services Other attest services |
324 3 |
324 3 |
| Total audit and related services | 327 | 327 |
| Other services | - | 12 |
| Total professional services | 327 | 339 |
Furthermore, entities related to the Deloitte international network invoiced the Group for the following services:
| Thousands of Euros | ||
|---|---|---|
| 2018 | 2017 | |
| Audit services | 288 | 275 |
| Other attest services | 4 | 8 |
| Total audit and related services | 292 | 283 |
| Tax counselling services | 6 | 65 |
| Other services | 11 | - |
| Total other services | 17 | 65 |
| Total professional services | 309 | 348 |
As a result of the divestments made by the Group in prior years, the Group only has one operating segment which relates to the oil line of business which, in accordance with IFRS 8, represents the activity from which the Group obtains at least 75% of its revenue. Senior management in order to take operating decisions for the Group and to assess the Group's performance reviews its operating results, organised in this manner. The Group also carries on other more minor activities (vinegar and sauces).
The Group has a reporting model for the oil business operating segment based on geographical areas. The purpose of this organisation is to make it possible to analyse more accurately the performance of the oil business segment by world region.
The geographical areas identified are as follows:
The Parent's directors consider it relevant to furnish comparative information by Group business line in order to enable the users of the Group's consolidated financial statements to assess the nature and financial impacts of the business activities it carries on and the economic areas in which it operates.
Furthermore, the Group does not perform transactions with any single non-Group customer that account for 10% or more of its revenue. The accounting policies applied for the segment are the same as those described in Note 4.
| Thousands of Euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| Oils | Other Businesses | Central Services | Consolidated | |||||
| 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |
| Revenue | 589,353 | 675,190 | 16,181 | 17,117 | 23 | 25 | 605,557 | 692,332 |
| Other Income | 8,353 | 13,185 | 1,409 | 633 | 290 | 969 | 10,052 | 14,787 |
| Cost of raw materials and other consumables used and | ||||||||
| changes in inventories of finished goods and work in | (452,887) | (527,771) | (10,607) | (11,606) | - | - | (463,494) | (539,377) |
| Progress | ||||||||
| Staff costs | (40,782) | (44,046) | (3,296) | (3,560) | - | - | (44,078) | (47,606) |
| Depreciation and amortisation charge | (13,544) | (13,943) | (323) | (332) | (3,608) | (3,714) | (17,475) | (17,989) |
| Intangible assets and Goodwill's Impairment (Note 25) | (297,852) | (9,353) | - | - | - | - | (297,852) | (9,353) |
| Other operating expenses | (75,128) | (76,332) | (3,270) | (3,322) | (13,607) | (13,825) | (92,005) | (93,479) |
| Profit (Loss) from operations | (282,487) | 16,930 | 94 | (1,070) | (16,902) | (16,545) | (299,295) | (685) |
| Net financial loss | - | - | - | - | (32,463) | (25,427) | (32,463) | (25,427) |
| Profit (Loss) for the year before tax | (282,487) | 16,930 | 94 | (1,070) | (49,365) | (41,972) | (331,758) | (26,112) |
| Thousands of Euros | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Oils | Other Businesses | Central Services | Consolidated | ||||||||
| 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | ||||
| Asset | |||||||||||
| Property, plant and equipment and investment property |
58,855 | 62,481 | - | - | 8,879 | 9,066 | 67,734 | 71,547 | |||
| Goodwill | 21,717 | 64,781 | - | - | - | - | 21,717 | 64,781 | |||
| Other intangible assets | 438,301 | 702,069 | - | - | 2,356 | 2,480 | 440,657 | 704,549 | |||
| Other non-current assets | - | - | - | - | 53,806 | 63,063 | 53,806 | 63,063 | |||
| Total non-current assets | 518,873 | 829,331 | - | - | 65,041 | 74,609 | 583,914 | 903,940 | |||
| Inventories | 90,300 | 107,072 | 2,483 | 2,718 | - | - | 92,783 | 109,790 | |||
| Trade and other receivables | 64,771 | 87,643 | 1,781 | 2,225 | - | - | 66,552 | 89,868 | |||
| Other current asset | - | - | - | - | 60,168 | 28,956 | 60,168 | 28,956 | |||
| Non-current assets held for sale | - | - | - | - | 5,254 | 5,383 | 5,254 | 5,383 | |||
| Total current assets | 155,071 | 194,715 | 4,264 | 4,943 | 65,422 | 34,339 | 224,757 | 233,997 | |||
| Total assets | 673,944 | 1,024,046 | 4,264 | 4,943 | 130,463 | 108,948 | 808,671 | 1,137,937 |
| Thousands of Euros | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Oils | Other Businesses | Central Services | Consolidated | |||||||||
| 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||
| Total equity | - | - | - | - | 35,310 | 299,831 | 35,310 | 299,831 | ||||
| Interest-bearing liabilities | - | - | - | - | 604,165 | 578,541 | 604,165 | 578,541 | ||||
| Trade and other payables | 64,071 | 87,412 | 1,501 | 1,992 | - | - | 65,572 | 89,334 | ||||
| Other liabilities | - | - | - | - | 103,224 | 169,831 | 103,224 | 169,831 | ||||
| Non-current liabilities held for sale | - | - | - | - | 400 | 400 | 400 | 400 | ||||
| Total liabilities | 64,071 | 87,412 | 1,501 | 1,992 | 707,789 | 748,772 | 773,361 | 838,106 | ||||
| Total equity and liabilities | 64,071 | 87,412 | 1,501 | 1,992 | 743,099 | 1,048,603 | 808,671 | 1,137,937 |
| Thousands of Euros | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Southern Europe Northern Europe |
North America | International Markets | Operative | Consolidated | ||||||||
| 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |
| Revenues from non-Group customers Total non-current assets: |
292,510 | 334,808 | 72,141 | 83,939 | 132,111 | 156,924 | 108,795 | 116,661 | - | - | 605,557 | 692,332 |
| Property, Plant and Equipment and Investing property |
2,153 | 2,783 | 921 | 1,283 | 4,040 | 4,008 | 1,343 | 1,355 | 47,775 | 50,500 | 56,232 | 59,929 |
| Intangible assets and Goodwill | 107,943 | 201,008 | 28,776 | 80,476 | 203,647 | 364,514 | 115,096 | 116,420 | 6,912 | 6,912 | 462,374 | 769,330 |
The Group presents its results in accordance with generally accepted accounting standards (IFRSs). However, management considers that certain Alternative Performance Measures ("APMs") provide useful additional financial information that should be considered when evaluating its performance. Management also uses the APMs detailed below when taking financial, operating and planning decisions, as well as when evaluating Group performance.
Definition: Profit or loss from operations before the depreciation and amortisation charge, impairment and gains or losses on derecognition and disposal of non-current assets and non-current assets classified as held for sale, as well as the impacts corresponding to other non-recurring income and expenses.
Reconciliation: The calculation of the EBITDA in the statement of profit or loss is presented as follows:
Profit or loss from operations + depreciation and amortisation charge +/- impairment and gains or losses on disposal of non-current assets and non-current assets classified as held for sale +/- impacts corresponding to non-recurring expenses.
| Thousands of Euros | ||
|---|---|---|
| EBITDA | 2018 | 2017 |
| Profit (Loss) from operations | (299,295) | (685) |
| Depreciation and amortisation charge (Notes 6, 7 and 8) Impairment and gains or losses on disposal of non-current assets |
17,475 | 17,988 |
| and non-current assets classified as held for sale and other (Notes 23 and 25) | (1,131) | (1,515) |
| Impairment of intangible assets and property, plant and equipment (Note 25) | 296,747 | 1,695 |
| Non-recurring income and expenses (*) | 1,649 | 13,860 |
| 15,445 | 31,343 |
(*) The detail of the non-recurring expenses recognised under each line item in the consolidated statement of profit or loss in 2018 and 2017 is as follows:
| Thousands of Euros | ||||
|---|---|---|---|---|
| 2018 | 2017 | |||
| Staff costs Other operating expenses |
1,199 450 |
6,304 7,556 |
||
| 1,649 | 13,860 |
In conceptual terms, non-recurring items are considered to be those mainly associated with:
EBITDA is the closest approximation to cash flows from operating activities before tax and reflects the cash generated prior to changes in working capital (calculated as the difference between total current assets and total current liabilities).
The Group uses EBITDA as the baseline for calculating cash flow to which it adds the changes in working capital. Lastly, it is an APM indicator that is widely used by investors when valuing businesses (valuation using multiples), and by rating agencies and creditors to measure the level of debt by comparing EBITDA with net debt.
Definition: Gross financial debt less cash and cash equivalents.
Reconciliation: Financial liabilities due to issue of debt instruments and other marketable securities + Noncurrent bank borrowings + Other financial liabilities + Current bank borrowings - Deposits recognised as other current financial assets - Cash and cash equivalents - Other assets of the nature detailed above recognised as non-current assets classified as held for sale.
| Thousands of Euros | ||
|---|---|---|
| 2018 | 2017 | |
| Non-current bank borrowings (Note 18) | 541,302 | 504,161 |
| Current bank borrowings (Note 18) | 19,675 | 30,712 |
| Financial liabilities due to issue of marketable securities (Note 18) | 42,453 | 42,453 |
| Other non-current financial liabilities (Note 18) | 735 | 1,215 |
| Less- Cash and cash equivalents (Note 15) (*) | (47,947) | (16,831) |
| Total Net financial debt | 556,218 | 561,710 |
(*) The net debt does not include the term deposits maturing at more than three months and less than twelve months included under "Other Current Financial Assets" which totaled approximately EUR 6.289 (31 December 2017: approximately EUR 6,553 thousand) (See Note 10).
Definition: portion of non-financial current assets that is financed with capital funds.
Reconciliation: Inventories + Trade and other receivables - Trade and other payables.
| Thousands of Euros | ||
|---|---|---|
| 2018 | 2017 | |
| Inventories (Note 12) Trade and other receivables (Note 13) Trade and other payables (Note 19) Current provisions (Note 20.1) |
92,783 66,552 (65,572) (8) |
109,790 89,868 (89,334) (5,871) |
| Total working capital | 93,755 | 104,453 |
The Group's global risk management programme focuses on analysing and managing the uncertainty of financial markets and attempts to minimise the potential adverse effects on the Group's profitability. The Group uses derivatives to hedge certain risks.
Risk management is controlled by the Group's Central Treasury Department in accordance with the policies approved by the Parent's Board of Directors. This Department identifies, assesses and hedges financial risks in close cooperation with the Group's operating units. The Board provides written policies for global risk management, as well as for specific matters such as foreign currency risk, interest rate risk, liquidity risk, the use of derivative and non-derivative instruments and investment of surplus liquidity.
The most significant potential risks facing the Deoleo Group are:
The financing arranged in 2014 requires the achievement of a single financial ratio when the amounts drawn down against the loan exceed certain parameters. This situation did not occur in 2018. In addition, the agreement establishes a series of limits on the transactions that the Group can perform (see Note 18.1).
Exposure to foreign currency risk
The Group operates in the international market and, therefore, is exposed to foreign currency risk on the transactions performed by it in foreign currencies, mainly the US dollar. Foreign currency risk arises when future commercial transactions, recognised assets and liabilities and net investments in foreign operations are denominated in a currency other than the functional currency of the Group (the Euro). The Group's Corporate Finance Department is responsible for managing the net position in each foreign currency using, when deemed necessary, external forward foreign currency contracts.
The Group enters into contracts with exchange rate hedges on certain assets, liabilities or future transactions. In addition, in transactions with third parties, the euro is used as the currency whenever possible (mainly in raw material purchase transactions, which are the most relevant within the Group). All the financing subscribed by the Group is in euros.
The Group also presents its financial statements in euros, for which the assets and liabilities of the Group companies, whose functional currency is not the euro, are translated to euros at the closing exchange rate on the date of the related balance sheet, while the income and expenses of these companies are converted to the euro at the average exchange rate for the period in which they arose. The fluctuations in the exchange rates used in this conversion process give rise to variations expressed in euros (positive or negative), which are recognised in the Group's consolidated financial statements as "Translation Differences" in equity.
Despite certain foreign currency hedges that the Group usually arranges, fluctuations in the exchange rate may expose the Group to significant economic and accounting losses that could have a material adverse impact on its activities, the results of its operations or its financial position.
Following is the detail of the Group's exposure to foreign currency risk at 31 December 2018 and 2017. The tables below reflect the carrying amount of the Group's financial instruments or classes of financial instruments denominated in foreign currency.
| Thousands of Euros | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Mexican | Australian | Canadian | Swiss | Indian | |||||
| US Dollar | Peso | Dollar | Dollar | Franc | Rupees | Total | |||
| Trade and other receivables Cash and cash equivalents |
5,060 5,181 |
3,556 470 |
2,997 173 |
2,273 977 |
424 23 |
2,048 4,112 |
16,358 10,936 |
||
| Total current assets | 10,241 | 4,026 | 3,170 | 3,250 | 447 | 6,160 | 27,294 | ||
| Total assets | 10,241 | 4,026 | 3,170 | 3,250 | 447 | 6,160 | 27,294 | ||
| Trade and other payables | 3,352 | 353 | 269 | 304 | 1 | 865 | 5,144 | ||
| Total current liabilities | 3,352 | 353 | 269 | 304 | 1 | 865 | 5,144 | ||
| Total liabilities | 3,352 | 353 | 269 | 304 | 1 | 865 | 5,144 | ||
| Gross balance sheet exposure | 6,889 | 3,673 | 2,901 | 2,946 | 446 | 5,295 | 22,150 |
2018
| Thousands of Euros | |||||||
|---|---|---|---|---|---|---|---|
| Mexican | Australian | Canadian | Swiss | Indian | |||
| US Dollar | Peso | Dollar | Dollar | Franc | Rupees | Total | |
| Trade and other receivables | 7,322 | 3,477 | 1,864 | 1,990 | 2,065 | 570 | 17,288 |
| Cash and cash equivalents | 1,283 | 405 | 227 | 447 | 32 | 155 | 2,549 |
| Total current assets | 8,605 | 3,882 | 2,091 | 2,437 | 2,097 | 725 | 19,837 |
| Total assets | 8,605 | 3,882 | 2,091 | 2,437 | 2,097 | 725 | 19,837 |
| Trade and other payables | 3,291 | 843 | 210 | 572 | 7 | - | 4,923 |
| Total current liabilities | 3,291 | 843 | 210 | 572 | 7 | - | 4,923 |
| Total liabilities | 3,291 | 843 | 210 | 572 | 7 | - | 4,923 |
| Gross balance sheet exposure | 5,314 | 3,039 | 1,881 | 1,865 | 2,090 | 725 | 14,914 |
The Group operates with customers in various countries and with different level of solvency and collection periods for sales. As a result, it is exposed to situations of default or insolvency with regard to the customers with which it operates.
The Credit Department forms part of the Group's Treasury Department and is responsible for periodically monitoring customer credit levels and establishing the appropriate analytical procedures in accordance with the specific operations of each unit.
The Group implements internal customer risk management procedures and the main Group companies take out insurance policies with top-level international companies with high credit ratings to ensure that products are sold to customers with a suitable track record of creditworthiness.
The Credit Department periodically implements analytical and monitoring procedures on customer credit limits. The maximum credit limits for each customer are parameterised in the system in accordance with the limits covered by the insurance policies taken out.
In 2018 both Deoleo's and Carapelli Firenze's percentage of sales cover was over 90%, while the doubtful debt levels stood at 0.04% and 0.09% of sales of Deoleo and Carapelli Firenze, respectively.
Following is the detail of the estimated maturities of the Group's financial assets reflected in the consolidated statements of financial position at 31 December 2018 and 2017. The tables below reflect the analysis of the maturities of the financial assets not impaired at 31 December 2018 and 2017.
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| More than 3 | More than 6 | ||||
| Months and | Months and | ||||
| Within 3 | Less than 6 | Less than 1 | More than 1 | ||
| Months | Months | Year | Year | Total | |
| Held-to-maturity investments: | |||||
| Of which, fixed-rate (Note 10) | - | - | - | 228 | 228 |
| Derivative financial instruments (Note 10) Trade and other receivables: |
54 | - | - | - | 54 |
| Of which, fixed-rate (Notes 13 and 14) | 65,923 | - | 629 | - | 66,552 |
| Of which, floating-rate (Note 10) | - | 6,289 | 1,880 | 9,865 | 18,034 |
| Total assets | 65,977 | 6,289 | 2,509 | 10,093 | 84,868 |
| 2017 | |
|---|---|
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| More than 3 | More than 6 | ||||
| Months and | Months and | ||||
| Within 3 | Less than 6 | Less than 1 | More than 1 | ||
| Months | Months | Year | Year | Total | |
| Held-to-maturity investments: | |||||
| Of which, fixed-rate (Note 10) | - | - | - | 1,079 | 1,079 |
| Available-for-sale financial assets measured at | |||||
| cost: | |||||
| Of which, fixed-rate (Note 10) | - | - | - | 27 | 27 |
| Derivative financial instruments (Note 10) | 573 | - | - | - | 573 |
| Trade and other receivables: | |||||
| Of which, fixed-rate (Notes 13 and 14) | 89,456 | - | 412 | - | 89,868 |
| Of which, floating-rate (Note 10) | - | - | - | 5,254 | 5,254 |
| Other financial assets (Note 10) | 6,576 | - | 1,132 | 204 | 7,912 |
| Total assets | 96,605 | - | 1,544 | 6,564 | 104,713 |
The Group manages liquidity risk prudently by maintaining sufficient cash for the ordinary business operations and has additional funding within the framework of the financing agreement of a sufficient amount (basically through the "Revolving" credit line) as well as through factoring and discount lines, to cover its working capital needs.
Operating within the scope of the financing agreement establishes certain limitations with regard to the arrangement of new lines or transactions which entail the assumption of new levels of borrowing.
In this connection, at the date of formal preparation of these consolidated financial statements and in relation to the revolving line of credit described in Note 18.1, the Group had drawn down a maximum of EUR 59.9 million from the total amount of the line. In accordance with the cash projections prepared by the Parent's management, no additional drawdowns will be made from the remaining amount available after twelve months have elapsed from 2018 year-end and, accordingly, the limit on the drawable amount of EUR 60 million will not be reached, which would result in the need to achieve the debt/EBITDA ratio of less than 7.75x provided for in the line of credit agreement (see Note 18.1). In addition, no repayments are forecast, in the 12 months following 2018 year-end, in relation to the aforementioned line of credit, the amount drawn down at 31 December 2018 or the additional amount drawn down until the date of authorisation for issue of these consolidated financial statements.
Following is the detail of the Group's exposure to liquidity risk at 31 December 2018 and 2017. The tables below reflect the analysis, by contractual terms to maturity at those dates, of the financial liabilities.
| Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| Within 1 | 1 to 3 | 3 Months to | 1 to 5 | After 5 | ||
| Month | Months | 1 year | Years | Years | Total | |
| Financial liabilities due to issue of debt instruments and other marketable securities: Of which, floating-rate (Note 18) |
- | - | - | - | 42,453 | 42,453 |
| Financial liabilities with banks: Of which, floating-rate (Note 18) |
- | - | 17,906 | 541,302 | - | 559,208 |
| Trade and other payables: Of which, fixed-rate (Note 19) Other financial liabilities (Note 18) Derivative financial instruments (Note 18) |
43,294 - - |
16,352 1,616 - |
5,926 735 153 |
- - - |
- - - |
65,572 2,351 153 |
| 43,294 | 17,968 | 24,720 | 541,302 | 42,453 | 669,737 |
| Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| Within 1 | 1 to 3 | 3 Months to | 1 to 5 | After 5 | ||
| Month | Months | 1 year | Years | Years | Total | |
| Financial liabilities due to issue of debt instruments and other marketable securities: Of which, floating-rate (Note 18) |
- | - | - | - | 42,453 | 42,453 |
| Financial liabilities with banks: Of which, floating-rate (Note 18) Trade and other payables: |
- | - | 28,121 | 504,161 | - | 532,282 |
| Of which, fixed-rate (Note 19) Other financial liabilities (Note 18) Derivative financial instruments (Note 18) |
49,950 - - |
31,122 2,369 - |
8,262 1,215 222 |
- - - |
- - - |
89,334 3,584 222 |
| 49,950 | 33,491 | 37,820 | 504,161 | 42,453 | 667,875 |
Cash flow and fair value interest rate risk
The Group's interest rate risk arises from the Company's financing through non-current borrowings. Debt issued at floating rates exposes the Company to cash flow interest rate risk. The Company arranges hedges (derivatives) to hedge against interest rate risk.
The changes in the fair value of the interest rate derivatives arranged by the Company depend on the changes in the medium- or long-term euro yield curve.
The Group's financing is conditional on the financing agreement entered into in June 2014, which governs the conditions of the floating interest rates for each period during the term of the agreement.
Derivatives transactions are only arranged with banks with high credit ratings.
At 31 December 2018, the Group had provided guarantees mainly for loans granted by banks, commercial transactions and transactions with public authorities for an outstanding amount at that date of approximately EUR 24,940 thousand (2017: approximately EUR 23,970 thousand) for which no contingency or loss is expected to arise.
As a result of the sale in 2010 of the subsidiaries forming part of the Tierra Project, the Parent has provided a guarantee securing compliance with the conditions provided for in the sale agreement which, amounted to EUR 5,600 thousand at 31 December 2018.
The Board of Directors of the Parent Company held on 31 January 2019 appointed Mr. Miguel Ibarrola López as a proprietary director through the co-optation procedure.
Likewise, the Board of Directors of the Parent Company held on 27 February 2019 has resolved to remove Mr. Pierluigi Tosato as Chairman and CEO and to appoint, in his place, Mr. Miguel Ibarrola López as the new Chairman and CEO.
Mr. Tosato will continue as a member of the Board of Directors of the parent company, in the category of other external.
On 25 March 2019, Mr. Miguel Ibarrola López resigned as Chairman, Chief Executive Officer and member of the Board of Directors of the parent company for health reasons.
Pending the appointment of a new Chairman of the Board of Directors, the Vice-Chairman of the Board, Mr. Manuel Atencia Robledo, will perform the duties of the Chairman in the meetings of the Board of Directors.
At the date of preparation of these financial statements, no other significant events have occurred that have not been disclosed in the notes to the report.
These consolidated financial statements are presented on the basis of the regulatory financial reporting framework applicable to the Group (see Note 2.1). Certain accounting practices applied by the Group that conform to that regulatory framework may not conform to other generally accepted accounting principles and rule.
| Company Name | Registered Office | Activity | Auditor | Company Holder of the Participation | % Participation |
|---|---|---|---|---|---|
| Carapelli Firenze, S.p.A. | Milán (Italia) | Oil production and marketing | Deloitte (Italia) | Deoleo, S.A. | 100 |
| Deoleo Australia Pty, Ltd. | East Gosford (Australia) | Marketing and distribution of food products | Deloitte (Australia) | Carapelli Firenze, S.p.A. | 100 |
| Deoleo Comercial México, S.A. de C.V. | México D.F. (México) | Marketing and distribution of food products | Deloitte (México) | Deoleo, S.A. | 100 |
| Deoleo USA, Inc | Houston (USA) | Marketing and distribution of food products | Deloitte (USA) | Deoleo, S.A. | 100 |
| Deoleo Canadá, Inc | Toronto (Canadá) | Marketing and distribution of food products | - | Deoleo, S.A. | 100 |
| Deoleo Preferentes, S.A.U. | Rivas Vaciamadrid (Madrid) | Issue of preference shares | Deloitte. S.L. | Deoleo, S.A. | 100 |
| Deoleo Deutschland GmbH | Frankfurt (Alemania) | Marketing of bottled oil | Deloitte (Alemania) | Deoleo, S.A. | 100 |
| Deoleo, B.V. | Amsterdam (Holanda) | Marketing and distribution of food products | - | Deoleo, S.A. | 100 |
| Deoleo Belgium, B.V. | Bruselas (Bélgica) | Marketing of food products | Deloitte (Bélgica) | Deoleo, S.A. (99%) y Cambium Rice Investments, S.L. (1%) | 100 |
| Deoleo Colombia, SAS | Colombia | Marketing and distribution of food products | Cañón & Cañón | Deoleo, S.A. | 100 |
| Deoleo South East Asia Sdn., Bhd. | Malasia | Oil production and marketing | Deloitte (Malasia) | Deoleo, S.A. | 100 |
| Deoleo India Private, Ltd. | India | Oil production and marketing | Deloitte (India) | Deoleo, S.A. | 100 |
| Deoleo Industrial México, S.A. de C.V. | Córdoba. Veracruz (México) Purchase and sale, import, export, processing, preparation and | Deloitte (México) | Deoleo, S.A. | 100 | |
| marketing of rice and other food and agricultural products | |||||
| Mercadeo de Productos Alimenticios, S.A. de C.V. |
México D.F.(México) | Marketing and distribution of food and agricultural products | - | Deoleo Industrial México, S.A. de C.V. | 100 |
| Deoleo Antilles Guyane, S.A. | Mana (Guyana Francesa) | Marketing. distribution and export of food products | - | Deoleo, S.A. | 100 |
| Compagnie Rizicole de L'Ouest Guyanais, | Mana (Guyana Francesa) | Oil production and marketing | - | Deoleo, S.A. | 100 |
| S.A. | |||||
| Cama, S.A. | Mana (Guyana Francesa) | Oil production and marketing | - | Deoleo, S.A. | 100 |
| Cimariz, S.A. | Mana (Guyana Francesa) | Oil production and marketing | - | Deoleo, S.A. (72.41%). Cama, S.A. (13.94%) y Compagnie | 93.39 |
| Rizicole de L´Ouest Guyanais. S.A. (7.04%) | |||||
| Carbonell do Brasil, S.A. | Sao Paulo (Brasil) | Marketing and distribution of food products | - | Deoleo, S.A. | 100 |
| Cetro Aceitunas, S.A. | Pilas (Sevilla) | Production and distribution of food products | - | Deoleo, S.A. | 100 |
| Salgado USA, Inc. | Nueva York (EE.UU.) | Marketing and distribution of food products | - | Deoleo, S.A. | 100 |
| Minerva USA, Ltd | Fort Lee - New Jersey (USA) Marketing of bottled oil | - | Carapelli Firenze, S.p.A. | 100 | |
| Carapelli Firenze USA Inc | New Jersey (USA) | Oil production and marketing | - | Carapelli Firenze, S.p.A | 100 |
| Carapelli USA LLC | Delaware (USA) | Marketing of bottled oil | - | Carapelli Firenze, S.p.A. (39.36%), Carapelli | 100 |
| Firenze USA Inc. (11.64%) y Deoleo USA Inc. (49%) | |||||
| Aceica Refinería, S.L. | Las Palmas de Gran Canaria Marketing and distribution of food products | - | Deoleo, S.A. | 100 | |
| Cogeneración de Andújar, S.A. | Andújar (Jaén) | Electricity cogeneration | - | Deoleo, S.A. | 100 |
| Aceites Ibéricos ACISA, S.A. | Alcolea (Córdoba) | Production and distribution of food products | - | Deoleo, S.A. | 100 |
| Cambium Rice Investments, S.L. | Rivas Vaciamadrid | Holding company | - | Deoleo, S.A. | 100 |
| Aceites Elosúa. S.A. | Rivas Vaciamadrid (Madrid) | Marketing and distribution of food products | - | Deoleo, S.A. | 100 |
| Sevilla Rice Company, S.A. | Rivas Vaciamadrid (Madrid) | Purchase and sale. Processing, preparation and marketing of rice | - | Deoleo, S.A. | 100 |
| and other food and agricultural products | |||||
| Carbonell UK, Ltd. (1) | East Molessey_Surrey (U.K.) Marketing and distribution of food products | - | Deoleo, S.A. | 100 | |
| Shanghai Deoleo Trading Co., Ltd. (1) | China | Oil production and marketing | Shanghai Pengfu | Deoleo, S.A. | 100 |
| Deoleo Middle East DMCC (1) | Dubai | Oil production and marketing | TGS Koya Chartered | Deoleo, S.A. | 100 |
| Accountants |
(1) Liquidated in 2017.
This Appendix is an integral part of Note 2.6.1. to the consolidated financial statements for 2018, and should be read in conjunction.
Translation of a report originally issued in Spanish. In the event of a discrepancy, the Spanish-language version prevails.
Deoleo is a global leading olive oil brand name group, and it has the largest brand portfolio in this sector, since it is leader in the various markets in which it operates. Also, it markets seed oils, table olives, vinegars and sauces and, therefore, it is a genuine benchmark in global foodstuffs.
Deoleo has a major international presence with recognised brands, which maintain their leadership in the largest markets in the world, such as Carbonell, Bertolli, Carapelli, Sasso, Koipe and Hojiblanca.
Deoleo's strategic model, aimed at generating value and making the Company sustainable, is founded on three basic pillars:
Deoleo's business model is based on six key pillars:
At 31 December 2018, the Parent's Board of Directors was composed of twelve members, of whom nine were proprietary directors, two were independent directors and one was executive director.
The following executive committees form part of the Board of Directors, the composition of which at 31 December 2018 was as follows:
Audit and Control Committee, comprising three members, which holds periodic meetings to address the matters within the scope of its powers indicated in the Board Regulations.
Nomination and Remuneration Committee, comprising five members, which holds regular meetings to address the matters within the scope of its powers which are regulated in the Board Regulations.
The Board of Directors of the Parent Company held on 31 January 2019 appointed Mr. Miguel Ibarrola López as a proprietary director through the co-optation procedure.
Likewise, the Board of Directors of the Parent Company held on 27 February 2019 has resolved to remove Mr. Pierluigi Tosato as Chairman and CEO and to appoint, in his place, Mr. Miguel Ibarrola López as the new Chairman and CEO. Mr. Tosato will continue as a member of the Board of Directors of the parent company, in the category of other external.
On 25 March 2019, Mr. Miguel Ibarrola López resigned as Chairman, Chief Executive Officer and member of the Board of Directors of the parent company for health reasons.
Pending the appointment of a new Chairman of the Board of Directors, the Vice-Chairman of the Board, Mr. Manuel Atencia Robledo, will perform the duties of the Chairman in the meetings of the Board of Directors.
Therefore, at the date of authorization for issue of the consolidated financial statements, the Parent's Board of Directors was composed of twelve members, of whom nine were proprietary directors, two were independent directors and one was other external director.
Regarding the composition of the managing bodies and the related executive committees, from 31 December 2018 to the date of authorization for issue of these consolidated financial statements no changes took place.
(*) Reference to the Annual Corporate Governance Report for 2018, published on the CNMV website (www.cnmv.es) and on the Deoleo website (www.deoleo.com).
In 2018 the investments in property, plant and equipment for the oil business related mainly to the extension and modernization of machinery on the packaging lines at the Alcolea (Córdoba) and Tavarnelle (Italy) plants.
2018 was marked by:
o The raw material source price fell considerably in 2018 across all markets, particularly including most notably Spain, with decreases of around 30%. However, the reduced availability of extra virgin olive oil has curbed the decrease in this type of oil.
The year-on-year change from 2017 to 2018 in prices in Spain was as follows:
| Olive oil prices - Spain (EUR/t) | |||
|---|---|---|---|
| Year-on | |||
| Raw materials | year % | ||
| Dec-18 | Dec-17 | change | |
| Extra virgin | 2,794 | 3,643 | (23.3%) |
| Virgin | 2,432 | 3,512 | (30.7%) |
| Lampante | 2,262 | 3,440 | (34.3%) |
Average prices taken from POOLRed
Set forth below are the main line items from the consolidated statement of profit or loss for the last two years, presented on a like-for-like basis.
| Thousands of euros | ||||
|---|---|---|---|---|
| 2018 | % | 2017 | ||
| Consolidated statement of profit or loss: | ||||
| Sales | 605,557 | (12.5%) | 692,332 | |
| Gross margin | 90,087 | (11.5%) | 101,750 | |
| Other operating expenses | (74,642) | 6,0% | (70,407) | |
| EBITDA | 15,445 | (50.7%) | 31,343 | |
| EBITDA/Sales | 2.6% | 4.5% | ||
| Loss for the year | (291,065) | (1,486%) | (18,356) | |
2018 saw a net loss of EUR 291 million, due mainly to the recognition in June and December of net impairment losses of EUR 238 million on the intangible assets and goodwill and the reduction in the generation of EBITDA as compared to 2017:
The 12.5% decrease in sales with respect to 2017 was the result of: (i) the 8% decrease in unit selling prices due to the reduction in the raw material source price; and (ii) the 5% decrease in sales volumes suffered in 2018, which had an impact on all the business units, particularly the North America BU (-6%), the Southern Europe BU, mainly on Italy (-7%), the International Markets BU (-7%) associated basically to the implementation of the new distribution model in India, and the Northern Europe BU (-13%).
The factors affecting EBITDA were as follows: (i) the exchange rate fluctuations in the North America BU (EUR 8.4 million), (ii) the increase investment in advertising (EUR 5.6 million), (iii) the fall in margins in the US due to the extraordinary investments made in response to the market situation provoked by certain competitors, which focused more on volume rather than quality, (iv) the aforementioned delay, at the beginning of the year, in the implementation of the new distribution model in India; and (v) the market situation in Italy. These factors were partially offset by the improvements in unit gross margin in Spain, Italy, Northern Europe and International Markets, and also the performance of the effectiveness measures implemented. All of the foregoing generated a decrease in EBITDA of EUR 15.9 million with respect to 2017.
Performance, by business unit, at EBITDA level was as follows:
o the need for a longer time horizon and for a greater investment in order to implement the Group's business strategy, which focuses on the value and quality of its products -in contrast the volume and price strategy followed by certain competitors-, mainly in the Southern Europe (Italian geographical area) and North America business units; and
o the need to make additional commercial investments in the Northern Europe business unit in order to improve its sales and margins.
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| Southern | North | Northern | |||
| Europe | America | Europe | Total | ||
| Goodwill | - | (43.064) | - | (43,064) | |
| Trademarks | (87,406) | (114.514) | (51,195) | (253,115) | |
| Gross impairment loss | (87,406) | (157,578) | (51,195) (296,179) | ||
| Tax effect | 20,372 | 25,689 | 11,756 | 57,772 | |
| Net impairment loss | (67,079) | (131,889) | (39,439) (238,407) |
Set forth below are the main line items from the consolidated balance sheet for the last two years on a like-for-like basis:
| Thousands of euros | ||||
|---|---|---|---|---|
| 31/12/18 31/12/17 Change |
||||
| Non-current assets | 583,914 | 903,940 | -35.4% | |
| Working capital | 93,755 | 104,453 | -10.2% | |
| Equity | 35,310 | 299,831 | -88,2% | |
| Net financial debt | 556,218 | 555,157 | -1,0% | |
The fall in the raw material source price, the reduction in sales volumes and the improvement in working capital management as compared to 2017, enabled a significant reduction in the investment in working capital.
The impairment loss recognised prompted an accounting adjustment that does not impact on the liquidity position of the Group, which had reduced its net financial debt by EUR 5.5 million at 31 December 2018 and, as a result of the share capital increase and its syndicated financing agreement, reported liquidity of EUR 74 million at 2018 year-end.
On 6 April 2018, the Parent's Board of Directors resolved to prepare a capital increase, with pre-emption rights, of EUR 25 million. In this connection, on 30 October 2018 the public deed was executed to increase capital by EUR 25,018,022.00 through the issuance of 250,180,220 shares of EUR 0.10 par value each. The aforementioned public deed was duly registered in the Córdoba Mercantile Register.
At 31 December 2018, 1,404,858,169 fully subscribed and paid shares of EUR 0.10 par value each represented the Parent's share capital, represented by book entries.
On 29 March 2019, in order to restore the Parent's equity position, its directors resolved to propose to the shareholders, for their approval in due time and form, a capital reduction through the reduction of the par value of all the shares making up the Parent's share capital. Per the resolution adopted by the directors, the proposed reduction will amount to EUR 126,437 thousand, which would leave the par value per share at EUR 0.1. It is expected that this capital reduction, which will be used in full to offset prior years' losses and losses in 2018, will be approved at the Annual General Meeting to be held on 3 June 2019. Once this measure has been taken, Deoleo, S.A. will have remedied the situation giving grounds for dissolution set out under Article 363 of the Consolidated Spanish Limited Liability Companies Law. Also, the Parent's directors are analysing other supplementary measures, additional to the reduction of capital, in order to help the Parent to restore its equity position.
No transactions involving treasury shares were performed in 2018.
At 31 December 2018, the Parent did not have any treasury shares.
Our industrial, internal service and customer-oriented structure is much more efficient.
Our expertise in blending and the quality standards of our products will be the driver, together with the renown of our brands, to regaining the expected levels of returns.
We are moving closer to our origins, reaching agreements with farmers and advancing in other agreements in order to achieve integration in the value chain and align interests.
At Deoleo, we are committed to investing in value, consumer preferences and knowledge of each and every one of the markets in which we operate. The prizes that we are being awarded are an incentive and show us that we are on the right path.
Deoleo believes in its business model which is focused on the quality of its products, and is working on the development of its entire value chain in the knowledge that these measures take time and investment in the trademark.
In Spain, despite being one of the world's most mature olive oil markets and one in which were initially in a highly unfavourable position, we have reversed the trend, increasing our market share and returns, and our brands are among the ten brands in the food industry reporting an increase in the number of consumers in Spain.
The impairment loss recognised in 2018 prompted an accounting adjustment that does not impact on the liquidity position of the Group, which had reduced its net financial debt by EUR 5.5 million at 31 December 2018 and, as a result of the share capital increase and its syndicated financing agreement, reported liquidity of EUR 74 million at 2018 year-end.
The Group's operations are governed by the laws on environmental protection ("environmental laws") and workers' safety and health ("occupational safety laws"). The Parent considers that it is complying with these laws and that it has procedures in place to foster and guarantee compliance therewith. The main information on the environment is disclosed in Note 28 to the consolidated financial statements for 2018.
The Board of Directors of the Parent Company held on 31 January 2019 appointed Mr. Miguel Ibarrola López as a proprietary director through the co-optation procedure.
Likewise, the Board of Directors of the Parent Company held on 27 February 2019 has resolved to remove Mr. Pierluigi Tosato as Chairman and CEO and to appoint, in his place, Mr. Miguel Ibarrola López as the new Chairman and CEO.
Mr. Tosato will continue as a member of the Board of Directors of the parent company, in the category of other external.
On 25 March 2019, Mr. Miguel Ibarrola López resigned as Chairman, Chief Executive Officer and member of the Board of Directors of the parent company for health reasons.
Pending the appointment of a new Chairman of the Board of Directors, the Vice-Chairman of the Board, Mr. Manuel Atencia Robledo, will perform the duties of the Chairman in the meetings of the Board of Directors.
At the date of preparation of these financial statements, no other significant events have occurred that have not been disclosed in the notes to the report.
The most significant potential risks in the Group are as follows:
• Risk of price volatility and raw material shortages: the Group's activities are affected by raw material prices, since raw materials represent a high percentage of the cost of the products it markets (approximately 80% of operating expenses). Insufficient capacity to manage fluctuations, both rises and falls, over short periods of time, due to various factors over which the Group cannot exercise control, such as climatic and meteorological changes, olive tree diseases, restrictions on imports and exports, energy and fuel prices, etc. Also, situations may arise of scarcity or shortages of raw materials on the (oil) market at a reasonable price and of sufficient quality, as required by the Group.
• Risk of competition from private brands: decrease in its market share, its sales volume or its margins, arising from a hypothetical increase in the share of private labels.
• Regulatory risk: the Group's activities and products are subject to regulation in the areas of food quality and safety, occupational health and safety, the environment and competition, among others, in the various countries in which it operates. The regulations in these areas affect both the raw materials and ancillary materials used, as well as the processes and products manufactured and/or marketed by the Group. Failure by the Group to comply with the applicable regulations could give rise to the imposition of penalties and fines against it, and claims or lawsuits brought by consumers, customers or employees, or result in liabilities and indemnity payments without prejudice to the impairment or loss of image of its trademarks.
• Risk associated with political factors or sales policies: the Group is exposed to political risk and social instability in all the countries in which it operates, although its activity is centred mainly on three markets: Spain, Italy and the US. Economic conditions and political uncertainty can have a negative impact on demand for its products in these countries, and on the ability of customers to meet their payment obligations. During recessions, as experienced in Spain and Italy in recent years, demand for products also tends to decrease, which has an adverse effect on the Group's operations. In addition, in some countries there may be stakeholders, lobbies or pressure groups that seek to impose protectionist measures.
• Risk associated with macroeconomic factors: unfavourable economic conditions may affect the confidence of consumers and their consumption patterns, which would have a negative impact on the Group's business. The consumption of the Group's products generally decreases in periods in which disposable income falls sharply or in periods of economic uncertainty. Significant adverse changes in the global economy or in the main locations in which our products are sold can reduce consumer confidence and consumption patterns and, therefore, may adversely affect the Group's revenue and operations.
• Reputational risk: the Group is exposed to risks of loss of image and reputation due to failure to comply with legal requirements, or with regulations relating to the protection of confidential data, issues of corporate responsibility, environmental issues, personal injury or damage to property, fraud committed by employees or any other aspect relevant to the goods and capital markets, or to the industry. Companies operating in the food industry sell products for human consumption, which entails possible risks of contamination, adulteration, etc., which could give rise to liabilities derived from diseases and damage that their products may have caused. Possible claims and damages arising therefrom, as well as their public disclosure, could have a negative impact on the Group's image and trademarks, cause reactions in its competitors and attitudes of rejection in customers and consumers, which could lead to a reduction in its sales. Food companies are exposed to the potential disclosure of incorrect news stories and studies of dubious origin, both in the news media and on social networks, which have increased significantly in recent years.
• Risk of existing litigation and claims: ongoing or future litigation or claims. The Group is currently involved in lawsuits and claims, which are mostly tied to the ordinary course of business, the outcome of which is uncertain. These lawsuits arise basically from relationships with customers, suppliers, employees and the public authorities, as well as from industrial activities.
• Risk of revenue concentration by activity, geographical area and customers: the concentration of customers entails the Group becoming dependant on a limited number of major customers with whom bargaining power is also limited (e.g. in pricing terms). Given the existing concentration of customers, if any of these customers ceased to be customers or the volume of their orders fell, this could have a major adverse impact on the Group's activities, results and financial position.
• Foreign currency risk: changes in exchange rates can expose companies to significant financial and accounting losses.
• Interest rate risk: the Group's interest rate risk is mainly limited to non-current borrowings. Debt issued at floating rates exposes the Group to cash flow interest rate risk.
• Liquidity/Financing risk: in which there is insufficient liquidity when required to meet payment obligations. Ultimately, it could lead to default and insolvency. Limited access to capital threatens the company's ability to grow, implement its business model and generate future income.
• Risks arising from the level of indebtedness (non-compliance of covenants): a breach of the obligations entered into with the lenders could give rise to a situation of early repayment of the financing package, and may require payment of the amounts granted under the various tranches of financing. In addition, as part of the obligations entered into with the banks in the financing agreement (covenants), certain limits were agreed upon in relation to the payment of dividends.
• Profitability risk: the Group has incurred significant losses over the last three years that could jeopardise the achievement of its objectives as a result of (i) impairment losses in relation to certain intangible assets, goodwill, property, plant and equipment and investment property; (ii) recognition of certain tax losses that affected the Group's Spanish companies; (iii) extraordinary expenses recognised as a result of the process to redefine businesses promoted by the new management; and (iv) other extraordinary expenses recognised as a result of the quality crisis that occurred in 2015 and 2016.
• Tax and customs risk: specific risks in relation to potential claims or procedures in the tax and customs area, as well as potential changes in tax and customs legislation. The Group may be subject to potential tax inspections and audits and may be obliged to refund tax settlements in compliance with tax obligations, which could give rise to decisions or resolutions unfavourable to the Group's interests, and may require the payment of fines, sanctions or penalties.
• Risk associated with accounting and management information: i) possible defects or errors in the accounting, management and reporting information, or in the policies used for its preparation, which may give rise to deficient operating, accounting, financial and strategic information. Accounting and/or management information required or provided to investors, regulatory or supervisory bodies that is inaccurate, incomplete, incorrect or untimely; and ii) changes in accounting standards, especially International Financial Reporting Standards (IFRSs), could affect the Group's activities, profit or loss from operations or financial position.
• Information security risk: unauthorised access to critical information and/or information systems by employees, competitors or other third parties, exposing the Group to management information leaks, financial losses, industrial espionage, etc.
• Risk of loss of the Bertolli trademark: in the unlikely event of the occurrence of any of the grounds for termination of the worldwide and exclusive licensing agreement of an indefinite duration for the use of the "Bertolli" trademark, Mizkan as the current trademark owner could unilaterally, and with immediate effect, withdraw the rights of use of the "Bertolli" trademark from the Group.
• Risk associated with intangible assets (trademarks) and goodwill: the Group is exposed to the risk of a potential impairment of its trademarks as a result of inadequate positioning or the inability to make customers and consumers perceive the difference between its products and others on the market.
• Purchasing and contracting risk: inadequate purchasing strategy and subcontracting of activities to third parties in terms of determining the timing, quantity and quality of purchases; inadequate supplier selection and contracting process, contracting of goods and services by persons without power of attorney or in breach of the Group's power-of-attorney structure, purchases with prices above market rates, receipt of products of a quality or quantity below that contracted, which involve a higher cost for the Group or are performed without adequate transparency.
• Risk of industrial inefficiency: inadequate capacity to allocate, integrate or coordinate resources would threaten the Group's objective of producing goods or services at competitive prices, i.e. at a cost equal to or less than that incurred by its competitors. Technological obsolescence can cause major losses for the Group, as well as significant adjustments to its profit or loss from operations.
• Risks associated with innovation and new product launches: inadequate product development procedures can threaten its ability to compete and meet or exceed the needs and requirements of customers and consumers in a consistent manner and at long term. The development of these innovation projects and the search for new markets requires significant economic investments and marketing campaigns to ensure the success of such launches. The Group cannot guarantee that such campaigns will ensure that new products are successful or that the related trademarks achieve satisfactory recognition.
• Risk of an inappropriate commercial strategy: the definition and implementation of an inappropriate commercial strategy or business plan (in terms of prices, discounts, channels and markets, and marketing and advertising), inadequate communication of the strategy or its business plans, or the lack of resources for their correct implementation.
• Risk associated with stock management: the Group's business may be adversely affected by the maintenance of inadequate stock levels. If the Group does not make an accurate estimate of the level of demand and of the level of stock required at any given time to meet that demand, it may be obliged to offer rebates or discounts on products or even to recall certain products in the event of excess stock. Otherwise, if the Group underestimates the level of future demand for a particular product or does not replenish the supply of the products most in demand quickly enough, it may suffer a significant reduction in the level of stock of such products, which may lead to unsatisfied demand, increased distribution costs and loss of revenue.
• Risk associated with the continuity of operations: (i) lack of foresight and planned alternatives in the event of business interruptions that threaten the ability of plants to continue production. Interruptions in production at any of the Group's facilities or any significant delay or suspension in the delivery of products through copackers; ii) natural disaster, sabotage or catastrophic loss involving a threat to the Group's ability to continue its normal operations, purchase essential products or recover its operating costs; and iii) interruption or impossibility of gaining access to relevant information from computer systems when necessary, which represents a threat to the management of operations and processes.
• Risk of fraud: i) fraudulent activities carried out by directors, executives, employees, customers, suppliers, agents, brokers or third parties for personal gain that expose the Group to losses; ii) excessive pressure and emphasis on accounting information as a basic management parameter of the Group, which may lead to the manipulation of results in order to achieve the financial objectives at all costs; iii) non-compliance with food regulations and/or the quality parameters established internally by the Group with respect to the marketing of products whose labelling makes quality or identity claims that exceed those of the actual products.
• People management risk: i) key personnel responsible for business processes lack or do not exercise their managerial skills to influence, delegate, manage and motivate employees and, therefore, enthusiasm is not generated in the pursuit of goals and objectives. The loss of key personnel, for whatever reason, which cannot be ascertained in advance, whenever suitable replacements are not found; ii) a shortage of personnel with the necessary skills and experience to implement the business objectives; a lack of interest and/or development of the organisation due to the management of talent; iii) non-existent objectives, processes or situations that enable the transfer of knowledge, skills and experience from one person to another within the organisation; iv) the organisational structure is unable to carry out the Group's long-term mission and strategies and is somewhat inefficient, and employees are not properly managed, are incapable of reacting adequately to certain problems or exceed the limits of their authority, because there are no clear guidelines to be followed or they are not aware of them; and v) nonexistent and/or ineffective policies, attitudes, culture or communication channels may lead to a lack of coordination between functions, undefined interdepartmental responsibilities, a lack of information and delays in decision-making when various departments are affected.
• Risk of strikes or industrial disputes: possible future strikes or industrial disputes. The Group is exposed to the risk that its organisational and human resources structure may not be able to cover changes in operational needs, business strategy or growth in a flexible and cost-efficient manner.
The Risk Management and Control Policy, applied to Deoleo, S.A. and all of its subsidiaries, is implemented and complemented by specific policies and internal regulations relating to certain units or areas of Deoleo. It requires the involvement of all Group personnel, starting with the Organisation's control environment.
Therefore, in order to mitigate the impact of the various types of risks identified, the following specific guidelines or measures are established for the most relevant external, financial and operational risks, should they occur:
1) In order to manage external risks, it is necessary to highlight the conditioning factors of the environment in which the Group operates; mainly, on those specific to its industry. These scenarios may be pre-empted by means of reliable information from up-to-date sources that allow us to analyse the situation of the countries in which we have commercial interests. In this connection, the most noteworthy would be as follows:
• In relation to the risk of supply of and changes in raw material prices, in 2018, due to difficulties coordinating with the 2017/18 harvest in Spain, the availability of certain qualities of raw materials (olive oil) decreased. In order to mitigate this risk, actions were taken such as the adaptation of supply sources to diversify both the pool of suppliers and the countries of origin for purchasing raw materials, thereby enabling requirements to be covered at the most competitive price possible. Other measures implemented were (i) shortening the supply chain in search of more direct avenues of approach towards, or contact with, producers; (ii) medium- /short-term agreements with suppliers; and (iii) strengthening quality processes.
• The North American market, which is one of our main markets, has experienced a devaluation process, mainly in the most profitable channels, due to the aggressive commercial policies of certain competitors, aimed at generating volume at low prices to the detriment of quality, with the consequent loss of margins. The Group had to invest in promotions and advertising to support our trademarks and turn this situation around.
2) Financial risk management must aim to (i) avoid undesired changes in the value of the Deoleo Group, and refrain from pursuing speculative activities; (ii) maintain flexible financing by ensuring the availability of the sources of financing arranged, in such a way as to minimise exposure to liquidity risk; and (iii) reduce the impact of interest rate and foreign currency risk by arranging hedges, as well as to reduce credit risk by taking out credit insurance with top-level entities with high credit ratings in some of the Group's main companies, with a coverage percentage of 90% of the loans insured, and (iv) continue to comply with its obligations in relation to financial covenants. In this connection:
• In relation to foreign currency risk, the Group's Financial Department is responsible for managing the net position in foreign currencies using external foreign currency forward contracts. At Group level, external foreign currency forwards are entered into to hedge the foreign currency risk on certain assets, liabilities or future transactions. Wherever possible the Group closes transactions with third parties in euros, mainly raw material purchases, and these are the most significant transactions within the Group.
• In relation to liquidity risk, the Group entered into a financing agreement with lender banks that grouped together most of the Group's borrowings in a single obligation, maintaining reasonable levels of liquidity and providing additional funding through the use of recourse and non-recourse factoring lines and working capital financing facilities.
3) Operational risk management should basically be pre-emptive and proactive, ensuring strict compliance with and observance of prevailing legislation; it should also be geared towards cooperation with regulatory bodies and take into account the potential scenarios in an increasingly global environment. This risk is managed at Group company level with the support of Deoleo's corporate units.
• In relation to risks associated with regulatory compliance: the main sources of regulation affecting the Group's business are monitored through consultation with advisory bodies, subscriptions, specialist publications, associations, etc. for the purpose of obtaining as much information as possible. The Group has taken out insurance policies which, among other risks, cover those associated with food safety and environmental damage, and maintains quality systems with certifications including standards UNE-EN-ISO 9001 (Quality Management Systems) and UNE-EN-ISO 14001 (Environmental Management Systems), the food safety standards of the British Retail Consortium (BRC) and the International Food Security (IFS) standards recognised by the Global Food Safety Initiative (GFSI). It has also established certain internal quality parameters which are stricter than those defined in the applicable regulations.
• In relation to tax risks, most of the functions relating to operational compliance with tax obligations have been outsourced to tax advisory firms of recognised prestige in most of the countries in which it operates.
Commitment to innovation is the strategic pillar on which the Group relies to maintain its position of leadership in the market for packaged oils.
Competition in this sector means the Group needs to continue enhancing innovation and development activities, with the ultimate goal of designing new differentiated products, the health component of which provides value added that will be appreciated by the consumer, so that consuming these products may benefit their health.
In 2018 the R&D team continued its work in developing new products, supporting the industrial area in order to optimize industrial processes, fine-tuning new analytical methods and cooperating with the Marketing Department to find new ways to differentiate our products.
The average period of payment to suppliers in 2018 was 53 days (2017: 55 days).
As disclosed in Note 19 to these consolidated financial statements, as a result of the agreements made with virtually all the Group's suppliers and creditors, the maximum payment period considered by the Group is 60 days and, therefore, the average payment period in 2018 was within the limits stipulated by the related legislation.
Law 3/2004, of 29 December, on combating late payment in commercial transactions, which was amended by Law 11/2013, of 26 July, provides, from the date it came into force, for a maximum period of 30 days for payment to suppliers and creditors, unless there is an agreement between the parties with a maximum period of 60 days. It should be noted that the Group has agreements with most of its suppliers, establishing the average payment period at 60 days.
| Detail of main stock market data | 2018 | 2017 |
|---|---|---|
| Closing price (EUR) | 0.0565 | 0.175 |
| Period high (EUR) | 0.2040 | 0.295 |
| Date of high | 15 Jan. | 9 Jan. |
| Period low (EUR) | 0.0525 | 0.16 |
| Date of low | 31 Dic. | 4 Apr. |
| Period average (EUR) | 0.1486 | 0.201 |
| Total volume of shares traded (thousands) | 170,127 | 287,345 |
| Daily volume of shares traded (thousands) | 667 | 1,127 |
| Effective total volume traded (millions of euros) | 24,361 | 61,676 |
| Average effective daily volume traded (thousands of euros) | 96 | 242 |
| Number of shares (millions) | 1,405 | 1,155 |
| Stock market capitalisation at end of period (millions of euros) | 79 | 202 |
Pursuant to the terms and conditions of the syndicated loan arranged by the Group in 2018, unless authorisation is received from the creditor banks, dividends may not be distributed until the loan has been repaid in full.
In compliance with Article 49 of the Spanish Commercial Code, the non-financial information statement for 2018 is included in the Annual Corporate Responsibility Report attached to this directors' report. This statement was prepared in accordance with the Global Reporting Initiative (GRI) standards and the International Integrated Reporting Council (IIRC) framework. The non-financial information statement included in the Annual Corporate Responsibility Report forms an integral part of the directors' report and was subject to the same approval, filing and publication criteria as the directors' report.
Deoleo, S.A. and its subsidiaries ("the Company", "Deoleo" or "the Group") together form a Group that operates in a number of countries and engages in the packaging and marketing of vegetable oils, mainly olive oil, as well as olives, sauces and mustards.
The olive oil value chain is as follows:
Deoleo engages solely in packaging, distribution and marketing. It carries on its packaging activity in its own factories or outsources it to third parties.
Deoleo's most important assets are its brands; it has a portfolio of over 40 brands worldwide, some of which are local whilst others are present in several different countries. Thanks to the positioning of the Deoleo brands, the company has become the world's leading seller of bottled olive oil, the leading global olive oil brand being Bertolli. The Italian brands -Bertolli, Carapelli and Sasso- have the greatest international presence. Thanks to its strong presence in Spain and Mexico (and significant penetration in other markets, such as the United States and Australia), the Carbonell brand ranks third globally (in value terms). (Data from Euromonitor and Nielsen)
b. Mission, Vision, Values
Deoleo's mission is to inspire a healthy lifestyle and delight consumers' palates by offering high-quality products produced in a sustainable manner.
Its values are based on quality, health and enjoyment for consumers of its products.
c. Geographic location of its operations and markets served
Deoleo's international vocation lies at the origin of its brands, and this is one of the Group's pillars for growth. Deoleo sells its products in more than 80 countries and has its own factories in Spain and Italy, with sales offices in eleven other countries (see chapter 4.1.3 for further details). The Group is a global leader in a highly fragmented industry, in which most competitors are family-owned SMEs with limited management and financial capabilities. It therefore has a significant competitive edge over its main competitors. Deoleo is not just a leader in traditional olive oil-consuming countries such as Spain and Italy; it has also achieved top-ranking positions in countries such as the United States, Germany, Canada, Mexico, the Netherlands, Saudi Arabia and India. Business diversification and the global scope of the brands enable enhanced profitability and continued growth.
d. Size of the organisation
The Deoleo Group closed 2018 with:
In November 2018, the 108th annual session of the Council of Members of the International Olive Council (IOC) was held. This body provided the latest provisional data, relating to the 2017/18 season, which put global olive oil production and consumption at 3,314,000 tonnes and 3,008,500 tonnes, respectively. This is a considerable increase on the previous season; specifically, a rise of 29.4% and 10.3%, respectively. Global production in the 2017/2018 season once again exceeded 3,000,000 tonnes, which did not occur in the previous season. This is the second highest production figure of the historical series, surpassed only in the 2011/12 season, by 7,000 tonnes.
Despite the fact that this figure does not come close to the production record in Spain, the sound data provided by the IOC in other olive growing countries such as Tunisia, Turkey, Greece, Portugal and Italy have rendered the global availability figure a virtual record.
Global consumption grew with respect to the previous season due, in part, to the fact that the prices of raw materials returned to below those reached in the previous season. According to the projected trend, consumption will remain at the same level in the 2018/19 season. The production/consumption ratio in the 2017/2018 season is 1.10, given that global production surpassed consumption.
Olive oil accounts for approximately 4% of the vegetable fats consumed in the world, and about 3 million tonnes are produced annually.
Since 1991, production has grown at an aggregate rate of 2%, and in the last three decades average production has increased at rates close to 40%.
The IOC member countries have an aggregate cultivated area of 10 million hectares, a quarter of which is in Spain, the world's largest producer with almost half of the production.
Most of the cultivated area is located in Mediterranean countries, which are also the main consumers.
According to the scientific community, olive oil is undoubtedly the healthiest vegetable fat, provides multiple benefits and is a source of healthy energy. This is the main demand driver.
f. Groups of interest:
Deoleo has carried out a process, based on the following criteria, in order to identify which groups are most heavily involved in the Company's activities:
The main stakeholders identified by Deoleo based on the above criteria are as follows: shareholders; investors; regulators; the financial community; employees and professionals; customers; consumers; suppliers and the community.
Deoleo's Board of Directors accepts that corporate social responsibility, besides contributing value and boosting the Company's necessary profitability and competitiveness, provides an active, valuable and recognisable contribution to the improvement of the Company and the environment, constituting a means by which to generate confidence and support among our main stakeholders.
Thus, in February 2018 it approved a Corporate Social Responsibility Policy aimed at establishing the basic principles and general framework of action for management of social responsibility practices, and at formalising their integration into its business model and business strategy.
The Corporate Social Responsibility Policy is founded on the following commitments:
the impact of its activities on the environment and carrying out its activities to ensure a healthy, prosperous environment for future generations.
- Commitment to the vegetable oil industry, and the olive oil industry in particular: Deoleo is committed to promoting transparency and integrity throughout the olive oil value chain so that the best product reaches the largest number of consumers, seeking strict compliance with the legislation applicable to the products we traded.
The Corporate Social Responsibility Policy is applicable to, and must be complied with, by all the companies and territories in which the Deoleo Group operates, and it is binding on all its personnel, irrespective of their position or function.
The Board of Directors of Deoleo, S.A. is responsible for approving the strategy and ensuring compliance with the Policy, observance of the laws and regulations in Company-stakeholder relations and observance of good practices in the industry in which the Company carries on its activity.
The Appointment and Remuneration Committee is responsible for overseeing the Corporate Social Responsibility Policy, and it is charged with the supervision, assessment, coordination and monitoring of Policy-related activities.
Company management and all Deoleo Group professionals and employees are responsible for developing and implementing the activities necessary in order to guarantee compliance with the Corporate Social Responsibility Policy.
Recognition of the importance of Corporate Responsibility for the organisation led to the performance of a diagnosis of the Corporate Responsibility management situation at Deoleo in 2018, using the advisory services of an external consultancy firm.
In accordance with the AccountAbility principles and the framework provided by the AA1000 standards, Deoleo identified what must primarily be addressed by the organisation by means of the following steps:
In identifying the relevant matters, the following analyses were performed:
1) Internal analysis: Significance for Deoleo.
The sustainability-related matters that should be taken into consideration were selected taking Project SIGMA and the United Nations Global Compact as a reference. Reflection was encouraged by means of a questionnaire, and the main matters to be considered were reviewed.
Based on the issues to be considered in respect of the five capitals, the matters relevant to Deoleo, which require particular attention, review and constant adaptation, are the following:
In addition to the relevance analysis, the company performed an initial diagnosis which gave rise to a series of general recommendations.
A sustainability plan is currently under way, in respect of which the main actions envisaged for 2019 are as follows: definition of the objectives and course of action to be taken for each of the 15 relevant matters indicated; establishment of an action plan for 2019; and establishment of the oversight and control mechanisms for this plan.
3. Information on environmental matters
Deoleo has determined the internal and external situations that are relevant for its purposes and that affect the ability to achieve the expected results of its Environmental Management System through a SWOT analysis. These situations include the environmental factors that may influence or be influenced by the organisation. In this regard, the organisation's strengths, weaknesses, opportunities and threats were identified. The following main risks were detected:
On a yearly basis, and at least every four years, the analysis is monitored and updated in case any changes have arisen within the context of the organisation.
Deoleo has taken out a robust insurance policy to enable any environmental damage caused, despite all the measures taken, to be redressed.
By means of its critical aspect assessment procedure, Deoleo has identified the environmental aspects of its activities, products and services that it can control and those that it may influence, and their related environmental impacts.
This analysis takes the following into consideration:
and it is repeated and updated on an annual basis.
Where possible, the environmental impact assessment criteria will be applied to new projects or facility modifications beforehand.
In view of the commitment to continuous improvement in environmental performance and to guaranteeing environmental sustainability with respect to the business and products, measures such as the following have been established:
The establishment of the environmental objectives and goals constitutes a specific response to the statements included in the Environmental Policy.
These objectives and goals are reported in the Action Plan and consist of the following:
Aware of the nature of the direct and indirect impacts of its activities and products on the environment, Deoleo undertakes to work to ensure the sustainability of the business and products, respecting and preserving the environment in which it operates.
To this end, it has established a number of undertakings or actions:
Product and production process innovation, such as the Maestros de Hojiblanca Ecológico limited edition, consisting of three blends that are organic both inside and out, making it possible to create more life by directly planting their labels in the earth and watering them;
The labels of some products, such as Carbonell and Hojiblanca, have been redesigned to display the symbol of the appropriate collection and recycling container and therefore help consumers to recycle.
Waste management plays a fundamental role in the circular economy, since it determines how the EU's waste hierarchy is put into practice. The waste hierarchy establishes an order of priority when it comes to managing the waste generated, from the most favourable option (prevention) to the least favourable option (disposal). In this connection, Deoleo managed to reduce the quantity of non-hazardous waste by almost 10% between 2017 and 2018. The work carried out to improve waste separation, raise awareness among personnel and find new forms of waste recovery at the production plants were key to this improvement. The Group is working on reducing the weight of packaging per product volume. This packaging optimisation is in line with the requirements arising from the irrevocable need to maintain food packaging safety and quality.
In order to comply more fully with the Packaging and Packaging Waste Law, we adhered to the 2018-2020 Corporate Prevention Plan launched by Ecoembes, the main packaging waste manager in Spain. We want the environmental impact of our products to be minimal, even after they reach consumers. Accordingly, the labels of certain products such as Carbonell and Hojiblanca have been redesigned over the years to display the symbol of the appropriate waste container, in order to make collection and recycling of our products easier for consumers.
Our packaging plays a leading role as far as the clear objective of reducing waste generation and promoting the circular economy is concerned, given that the Company uses a growing percentage of recycled material and 100% recyclable packaging.
In recent years, Deoleo has performed well in the sustainable use of resources, as shown in the following table:
| ALCOLEA+TAV | ALCOLEA+TAV | DIFFERENCE | |
|---|---|---|---|
| Energy consumption kWh | 2017 | 2018 | % |
| Natural gas MWh I | 8,220 | 4,904 | -40* |
| Electricity MWh | 11,712 | 11,044 | -6 |
| Water consumption (m3) | 57,494 | 33,161 | -42* |
| Production of non-hazardous waste (t) | 1,906 | 1,721 | -6 |
| Discharge of purified waste water (m3) | 7,167 | 6,710 | -6 |
*Refining operations were also performed at the Alcolea plant until March 2017. These discontinued operations entailed significant water and natural gas consumption, and this is the main reason for the reductions in this consumption in 2018.
At the factory in Alcolea, water is supplied via groundwater collection and the municipal mains network. In Tavarnelle, it is supplied via the municipal mains network. Neighbouring populations are not affected by the water consumption.
Deoleo strives to reduce its consumption in Spain by means of the measures implemented in recent years. Its objective is to continue to do so by optimising processes and through reuse, without affecting product safety and quality, and to improve the quality of the final effluents discharged. Preventive and corrective strategies are adopted for water management at the Group:
A Kaizen-based continuous improvement system was implemented at the production plants in 2018. The fundamentals of the commitment to protecting the environment and to sustainable development are specifically:
Continuous evolution of the Environmental Management Systems by maintaining the ISO 14001 certification; all the production plants are certified.
Compliance with legislation in the geographical areas in which we operate: we carry out legal compliance audits each year.
Optimisation of resource consumption.
With respect to the raw and ancillary materials consumed according to Deoleo's performance, the consumption of raw materials has been calculated on the basis of the procurement of packaging, together with other articles for bottling, for the factories in Spain and Italy in 2018. The following table provides a breakdown of the ancillary materials and makes reference to the total purchases made during the reporting period. These data reflect the purchases made, which do not coincide exactly with actual consumption.
| ANCILLARY MATERIAL PURCHASES ITALY + SPAIN | |
|---|---|
| 2018 | |
| Category | Volume (Un) |
| Packaging | 162,195,341 |
| PET | 79,325,983 |
| Glass | 61,755,734 |
| Can | 21,113,624 |
| Labelling | 310,910,226 |
| Label | 289,057,620 |
| Sleeve | 21,852,606 |
| Lids | 184,146,537 |
| Aluminium lid | 60,939,441 |
| Plastic lid | 102,966,070 |
| Cap | 20,241,026 |
| Cardboard | 18,322,582 |
| TOTAL | 675,574,686 |
Deoleo aims to gradually and constantly reduce its GHG emissions in the short, medium and long term. To this end, the following measures have been implemented:
With respect to its supply chain, Deoleo has implemented an ambitious project that will mean that 80% of the Extra Virgin Olive Oil bottled by Deoleo in Spain will have a sustainable growing model with official certifications and audits within five years.
The following table shows greenhouse gas emissions in 2018:
| Emissions 2018 | tCO2eq |
|---|---|
| Scope 1 | 1,002 |
| Scope 2 | 3,664 |
| TOT | 4,666 |
*The emission factor used to calculate the GHG emissions was as follows: for scope 1, those established by DEFRA 2018, and for scope 2, those designated by TCI 2017 and OCCC 2018.
Through its various policies, Deoleo guarantees the basic principles of people management, as follows:
Aspects relating to "Health and Safety" and "Social Relations" that are detailed in this report refer exclusively to the company's employees in Spain and Italy, who accounted for approximately 71% of the Group's workforce at 31 December 2018. It is the Group's intention to develop and implement the management policies and systems that it currently has implemented in Spain and Italy in the other countries where it has a significant and stable presence.
The main labour- and employment-related risks identified by Deoleo are as follows:
Risk of strikes or labour disputes: possible strikes or labour disputes in the future. The Group is exposed to the risk that its organisational and human resources structure may not be capable of taking on changes in operational and business or growth strategy needs in a flexible and efficient manner, in terms of costs.
| Employees | Employees | |
|---|---|---|
| COMPANY/COUNTRY | at 31/12/17 | at 31/12/18 |
| SPAIN | 273 | 299 |
| ITALY | 133 | 163 |
| INDIA | 34 | 79 |
| USA | 32 | 43 |
| GERMANY | 16 | 17 |
| MEXICO | 15 | 15 |
| FRANCE | 8 | 8 |
| AUSTRALIA | 6 | 7 |
| CANADA | 6 | 7 |
| THE NETHERLANDS | 5 | 4 |
| KUALA LUMPUR | 2 | 4 |
| BELGIUM | 3 | 2 |
| COLOMBIA | 3 | 2 |
| General total | 536 | 650 |
| 2017 | 2018 | |
| Average personnel | 587 | 606 |
| Professional | <35 | >35<50 | >50 | TOT gender | |||||
|---|---|---|---|---|---|---|---|---|---|
| Category | M | F | M | F | M | F | M | F | TOT |
| Director | 2 | 1 | 19 | 9 | 15 | 5 | 36 | 15 | 51 |
| Admin. manager | 2 | 8 | 32 | 28 | 16 | 6 | 50 | 42 | 92 |
| Skilled employee | 9 | 10 | 19 | 13 | 15 | 1 | 43 | 24 | 67 |
| Sales staff | 47 | 13 | 59 | 12 | 14 | 2 | 120 | 27 | 147 |
| Admin. staff | 28 | 42 | 19 | 51 | 19 | 31 | 66 | 124 | 190 |
| Factory | 16 | 1 | 33 | 7 | 43 | 3 | 92 | 11 | 103 |
| 407 | 243 | 650 |
The types of contract used at the Group are permanent, temporary and internship (by law, the hiring of interns must be notified for social security purposes) contracts.
The details are as follows:
| Professional | Type of | <35 | >35<50 | >50 | ||||
|---|---|---|---|---|---|---|---|---|
| Category | Contract | M | F | M | F | M | F | |
| Director | Permanent | 2 | 1 | 19 | 9 | 15 | 5 | |
| Temporary | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Admin. | ||||||||
| Manager | Permanent | 2 | 8 | 32 | 28 | 16 | 6 | |
| Temporary | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Skilled | ||||||||
| employee | Permanent | 8 | 4 | 19 | 12 | 15 | 1 | |
| Temporary | 1 | 4 | 0 | 0 | 0 | 0 | ||
| Internship | 2 | 1 | ||||||
| Sales staff | Permanent | 44 | 10 | 59 | 12 | 14 | 2 | |
| Temporary | 1 | 0 | 0 | 0 | 0 | 0 | ||
| Internship | 2 | 3 | ||||||
| Admin. | ||||||||
| Staff | Permanent | 23 | 35 | 18 | 48 | 18 | 31 | |
| Temporary | 0 | 4 | 1 | 3 | 1 | 0 | ||
| Internship | 5 | 3 | ||||||
| Factory | Permanent | 7 | 1 | 29 | 6 | 43 | 3 | |
| Temporary | 9 | 0 | 4 | 1 | 0 | 0 |
| M | F | ||
|---|---|---|---|
| Temporary | 17 | 13 | 30 |
| Permanent | 383 | 222 | 605 |
| Internship | 7 | 9 | 16 |
The detail of employees by type of working day is shown below:
| Professional | Type of | <35 | >35<50 | >50 | |||
|---|---|---|---|---|---|---|---|
| Category | Contract | M | F | M | F | M | F |
| Director | Full-time | 2 | 1 | 19 | 9 | 15 | 4 |
| Part-time | 0 | 0 | 0 | 0 | 0 | 1 | |
| Admin. | |||||||
| manager | Full-time | 2 | 8 | 32 | 27 | 16 | 5 |
| Part-time | 0 | 0 | 0 | 1 | 0 | 1 | |
| Skilled | |||||||
| employee | Full-time | 9 | 10 | 19 | 13 | 15 | 1 |
| Part-time | 0 | 0 | 0 | 0 | 0 | 0 | |
| Sales staff | Full-time | 47 | 13 | 59 | 10 | 14 | 2 |
| Part-time | 0 | 0 | 0 | 2 | 0 | 0 | |
| Admin. staff | Full-time | 28 | 41 | 18 | 43 | 19 | 30 |
| Part-time | 0 | 1 | 1 | 8 | 0 | 1 | |
| Factory | Full-time | 16 | 1 | 33 | 7 | 43 | 3 |
| Part-time | 0 | 0 | 0 | 0 | 0 | 0 |
| TOT gender | TOT type of | ||
|---|---|---|---|
| M | F | working day | |
| Part-time | 1 | 15 | 16 |
| Full-time | 406 | 228 | 634 |
| <35 | 35–50 | >50 | TOT – | ||||
|---|---|---|---|---|---|---|---|
| Professional category |
M | F | M | F | M | F | Professional category |
| Manager | 0 | 0 | 4 | 1 | 0 | 1 | 6 |
| Admin. manager | 0 | 0 | 0 | 0 | 4 | 0 | 4 |
| Skilled employee | 0 | 0 | 1 | 0 | 0 | 0 | 1 |
| Sales staff | 0 | 1 | 0 | 0 | 4 | 0 | 5 |
| Admin. staff | 0 | 0 | 2 | 7 | 0 | 1 | 10 |
| Factory staff | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| TOT – age | 1 | 15 | 10 | 26 | |||
| M | F | ||||||
| TOT – gender | 15 | 11 |
A total of 73 employees left in 2018, 26 of whom were dismissed. This translates to a turnover of 11.23%.
All the Group companies were included in the average remuneration calculation. Given the different currencies involved, the euro was set as the standard currency, with the local currencies translated to euros at the 2018 average exchange rate.
The calculation takes into account fixed salaries and bonuses as well as remuneration in kind. It does not include the directors and senior executives, whose average remuneration is covered in section 4.3.1.7., or interns, whose stipends are not considered to be salary and, therefore, are not comparable to the remuneration of the rest of the staff.
By gender:
| MALE | FEMALE | |
|---|---|---|
| 2017 | €55,836 | €47,403 |
| 2018 | €52,775 | €49,046 |
By age bracket:
| <35 | 35–50 | >50 | |
|---|---|---|---|
| 2017 | €37,139 | €57,943 | €54,025 |
| 2018 | €35,803 | €56,581 | €58,256 |
By professional category:
| Manager | Administrative manager |
Skilled employee |
Sales staff | Administrative staff |
Factory staff |
|
|---|---|---|---|---|---|---|
| 2017 | €148,456 | €77,518 | €37,125 | €57,375 | €37,097 | €31,361 |
| 2018 | €164,724 | €71,003 | €34,134 | €47,336 | €38,784 | €29,872 |
| Average salary | |
|---|---|
| Gender | Total |
| Male | €43,962 |
| Female | €42,466 |
| Average | €43,407 |
| Difference in average salary | €1,496 |
| Gender pay gap | 3.40% |
Deoleo hires in line with its principles of equal opportunities, non-discrimination and respect for diversity and personality, and ensures that the starting salary of all its employees does not fall below the national minimum wage or the minimum established in the collective agreement, regardless of position and professional category. Furthermore, in countries in which the salary for each category is defined by the collective agreement (Spain, Italy and Belgium), Deoleo ensures that the basic remuneration for equal positions in the same professional category is similar and that any differences that occur are based solely on seniority or performance.
In the other countries in which Deoleo operates, its employees hold sales or director positions and negotiate their salary conditions and corporate benefits individually. Deoleo ensures that their conditions never fall below the country's national minimum wage, where there is one.
In Spain, the lowest starting salary at Deoleo –as defined for each salary band in the collective agreement– is 44% higher than the national minimum wage.
The average remuneration of the directors and senior executives in 2018 was as follows (in thousands of euros):
| Male | Female | |
|---|---|---|
| Average remuneration of directors | 74 | 0 |
| Number of senior executives | 7 | 4 |
| Amounts | 302 | 163 |
External directors are remunerated primarily through fees for attending the meetings of the Board of Directors and its committees. These fees range from EUR 1,500 to EUR 3,500. In any case, the total remuneration of the directors in their capacity as such may not exceed the maximum remuneration of EUR 750,000 per year.
The shareholders at Deoleo's Annual General Meeting of 5 June 2017 approved the Directors' Remuneration Policy for 2017 and the following three years (2018, 2019 and 2020). This policy is available on Deoleo's website (www.deoleo.com).
The CEO is remunerated primarily through a contractually agreed annual fixed salary and a bonus that may not exceed 50% of the fixed salary. He does not receive attendance fees or other additional remuneration for exercising his function as a director.
The approved Directors' Remuneration Policy includes a bonus scheme based on stock appreciation rights for various members of the executive team, including the CEO, which involves the assignment of a certain number of rights that provide the holder with a long-term bonus, in cash or shares, calculated according to the increase in the minimum value of an equal number of shares in the Company on the date on which the Company's current majority shareholder transfers its shares in the Company.
Regarding directors' average remuneration, the table above includes directors' average annual fixed salary under their contracts, the amount of the bonus under their contracts (assuming that all targets are met) and other items of remuneration in kind. In 2018 there were seven male and four female senior executives.
The senior executives' average remuneration disclosed in the table above corresponds to the maximum amounts that they can theoretically receive under their contracts and due to items of remuneration in kind. The actual remuneration earned by all the senior executives in 2018 was EUR 1,974 thousand. The targets for the annual bonus were not met and, accordingly, none of the senior executives earned any variable remuneration in 2018.
For more details on governance matters, we recommend the Annual Directors' Remuneration Report and Annual Corporate Governance Report, which can be found on Deoleo's website (www.deoleo.com) or on the website of the Spanish National Securities Market Commission (www.cnmv.es).
Deoleo has not yet launched a specific plan to address the right to disconnect from work, but this right is respected in Deoleo's various codes and principles.
In the countries where the majority of the Group's employees work (Spain and Italy), the legal requirements related to hiring people with disabilities (whether through direct hires or by subcontracting services from special employment centres) are met by means of the certificate of exemption and the adoption of alternative measures to meet the minimum share of jobs reserved for workers with disabilities.
The Group had the following employees with a disability at the end of 2018:
| Female | Male | Total | |
|---|---|---|---|
| ITALY | 2 | 5 | 7 |
| SPAIN | 1 | 2 | 3 |
| TOTAL | 3 | 7 | 10 |
Working time includes working hours, breaks, holiday time and paid leave, and is set in accordance with the legal requirements in the countries in which Deoleo has workplaces or is defined in the collective agreements signed with employees, which may be nationally applicable or specific to a workplace. The Company's production centres have a special shift system under which the allotted annual working hours are distributed differently than usual, which allows production to be organised to meet customer demand. The table below shows how working time is organised in the Group's workplaces in each country, except Colombia and Malaysia.
| Organisation of working time |
Spain | Italy | France | Netherlands | Germany | Belgium | USA | Canada | Mexico | Australia | India |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Weekly working days |
Monday– Friday |
Monday– Friday |
Monday– Friday |
Monday– Friday |
Monday– Friday |
Monday– Friday |
Monday– Friday |
Monday– Friday |
Monday– Friday |
Monday– Friday |
Monday– Friday |
| Weekly days off |
2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 |
| Daily working hours |
8 | 8 | 7 | 8 | 8 | 8 | 8 | 8 | 8 | 7.5 | 8.5 |
| Weekly working hours |
40 | 39 | 35 | 40 | 40 | 40 | 40 | 40 | 40 | 37.5 | 42.5 |
| Annual working hours |
1756.5 | 1808 | 1607 | 1928 | 1864 | 1848 | 1928 | 1904 | 1896 | 1717 | 1896 |
| Annual paid holiday days |
22.5 | 26 | 14 | 13 | 18 | 20 | 12 | 12 | 12 | 16 | 19 |
| Paid leave days |
1 | 4 | 6 | - | - | - | - | - | 7 | 1 | 21 |
The Company's activity is not considered to be high risk. The number of occupational accidents fell in 2018 year on year, and all were minor. No occupational diseases occurred in the year.
The table below shows the working hours lost over the year. It only includes Spain and Italy since they are the countries where significant operations are carried out and the where the production centres are located.
| Spain | Italy | |
|---|---|---|
| Working hours lost due to absences. |
16,128 | 9,932 |
Working hours lost include illnesses, accidents, paid leave and unjustified absences. They do not include paternity or maternity leave or paid time off for workers' representatives.
The method used to convert calendar days into working hours is as follows: (Calendar days of absence × contractual annual hours) / 365
Year after year, the Group continues to place a particular emphasis on adopting further measures to foster a good work-life balance and the personal development of its employees.
With a view to fostering a good work-life balance and shared parental responsibility, it provides its employees with the following:
Eleven employees (seven male and four female) in Spain took paternity/maternity leave in 2018. They all rejoined the workforce at the end of the leave period.
Deoleo management is aware of the importance of health and safety to its employees and, accordingly, undertakes to meet all legal requirements related to occupational risk prevention. One of the Company's goals is to continuously improve the working conditions of all its employees in every one of its workplaces.
The organisation of prevention in Spain and Italy are described below as the Company's production centres are located in these countries.
In Spain, prevention is managed in accordance with Occupational Risk Prevention Law 31/1995, of 8 November. New hires receive training in occupational health and safety.
The prevention system in the workplaces in Spain is managed by a duly accredited external prevention service. The specialist services engaged are as follows:
The Company has an occupational risk prevention plan available to all employees, which provides the following information:
In Italy, the Company has implemented the requirements of Legislative Decree 81/2008 on occupational health and safety. This includes an organisation, management and control model as defined in Legislative Decree 231/2001. The Company has appointed a supervisory body, which conducts systematic audits of the implementation of the measures required to protect employees' health and safety. The most recent audit, carried out on 28 May 2018, confirmed that the legal requirements had been implemented correctly. The supervisory body also carries out quarterly reviews.
In 2018 safety training was provided to new hires (an average of nine hours per employee).
The workplaces in Spain have health and safety committees, which are collective bodies representing employees and are responsible for regular oversight of the Company's risk prevention activity.
The committees are made up of an equal number of prevention delegates and the employer/employer's representatives. They meet every three months or at the request of any of their members, and set their own operating rules.
The prevention and protection service (Italy's health and safety committee) meets annually.
Its competencies and powers include participating in the drafting, implementation and assessment of the Company's risk prevention plans and programmes and running initiatives to promote effective risk prevention methods and practices, proposing to the Company improvements to conditions or the correction of deficiencies.
The composition of the health and safety committees in Spain is as follows:
| Alcolea centre |
Rivas centre | |
|---|---|---|
| PREVENTION DELEGATES | 3 | 3 |
| COMPANY REPRESENTATIVES | 3 | 3 |
In Spain, 416 hours of occupational health and safety training were imparted in 2018.
The composition of the prevention and protection service in Italy is as follows:
| COMPANY REPRESENTATIVE | 1 |
|---|---|
| COMPANY DOCTOR | 1 |
| HEAD OF THE PREVENTION, PROTECTION AND |
|
| EMERGENCY COORDINATION SERVICE | 1 |
| SAFETY DELEGATE | 1 |
In Italy, 800 hours of occupational health and safety training were given in 2018.
Both the accident rate and the number of accidents fell year on year.
The accident rates in the workplaces with the most employees are presented below.
Occupational accidents in Italy: 1
| Male | Female | |
|---|---|---|
| Frequency rate (1) | 0 | 4.01 |
| Severity rate (2) | 0 | 0.04 |
| Occupational diseases | 0 | 0 |
| Number of deaths | 0 | 0 |
Occupational accidents in Spain: 11
| Male | Female | |
|---|---|---|
| Frequency rate (1) | 20.9 | 0 |
| Severity rate (2) | 0.34 | 0 |
| Occupational diseases | 0 | 0 |
| Number of deaths | 0 | 0 |
(1) Frequency rate = (no. of work-related accidents resulting in sick leave / (no. of employees × hours worked in the period)) × 1,000,000 (2) Severity rate = (working days lost due to accidents in the period / (no. of employees × hours worked in the period)) × 1,000
Labour relations are handled at the Company through works councils. The Company has three works councils (two in the Spain workplaces and one in the Italy workplace).
The last elections to the works councils in Spain were in 2015 and 2017. Before those elections, the workers' representatives belonged to the UGT and CCOO trade unions. As a result of the elections, the representatives' membership became fragmented, with some of them elected as CSIF union members.
The table below shows the total workers' representatives in the two Spain workplaces:
| UNION | |||
|---|---|---|---|
| CCOO | UGT | CSIF | |
| NO. OF REPRESENTATIVES | 11 | 3 | 3 |
In Spain, there are two collective agreements applicable to the workplaces. These collective agreements were negotiated in 2018 and are valid for four years.
The last elections to the works councils in Italy were in 2014. The workers' representatives belong to the FLAI CGIL and CISL trade unions.
The table below shows the workers' representatives in Italy:
| UNION | |||
|---|---|---|---|
| FLAI CGIL | CISL | ||
| NO. OF REPRESENTATIVES | 2 | 1 |
The collective agreement in Italy is applicable to the olive oil industry at national level, and is valid for four years.
The Company's labour relations are handled mainly through bargaining committees made up of Company and workers' representatives as well as advisers to both parties. There are also frequent meetings between the Company and workers' representatives, in addition to personal and direct contact with employees.
The workers' representatives can call assemblies to keep employees up to date on any collective bargaining under way.
The Company is aware of the importance of labour relations with its employees, and promotes informative and consultation procedures. For these purposes, it provides employees with notice boards, video screens displaying information related to the Company and the corporate intranet, where it publishes corporate news, new hires, advertising campaigns, and events and news featured in magazines and on television programmes.
The percentage of the workforce covered by collective agreements in countries with collective bargaining is as follows:
| DEOLEO, S.A. | 65.89% |
|---|---|
| ITALY | 93.87% |
For Deoleo, training is a strategic pillar in the development of all its employees and a lever for increasing its competitive advantage.
In 2018 the language skills training programmes were stepped up due to the Company's growing presence in emerging markets. The Company's employees received advanced English, Italian, Spanish, French, German, Portuguese, Japanese and Chinese classes.
Training in continuous improvement systems (Kaizen) for factory floor workers and middle management is ongoing, and we have launched other supply chain projects. This led to the Kaizen Institute awarding us the Kaizen Lean Award in the Excellence in Productivity category for our North America Container Optimisation project.
Another supply chain improvement was achieved through training in customer service skills.
The Quality, Regulatory and R&D departments have received training and refresher courses on technical and regulatory matters, with an emphasis on sustainable models.
With the sales department, the Company focused on strengthening commercial skills in both account management and maximisation of returns on negotiations with retailers in Spain.
Training was stepped up in tasting, extending it to all employees through introductory sessions for all the Rivas workers and all the sales teams around the world.
The sales teams were also provided with various training sessions on the world of olive farming and olive oil production, linking it to sustainable business models.
A training programme was launched for managers to improve their people management skills and leadership competencies.
The Company introduced Office 365 to allows users in any location to create and share content on any device.
Lastly, the Company continues to strive to improve various IT skills among certain groups.
| Professional category | Total |
|---|---|
| Administrative staff | 4,491.00 |
| Administrative manager | 2,558.50 |
| Sales staff | 1,823.50 |
| Manager | 1,413.50 |
| Skilled employee | 1,392.30 |
| Factory staff | 1,091.50 |
| Average | 12,770.30 |
The number of hours of training given across the Group are shown in the table below:
The Group places a special emphasis on improving accessibility and integration for people with different abilities. For this reason, we engage and work with companies and associations that include people with different abilities in their workforce.
The Company's employees with disabilities work mainly in the Spain and Italy workplaces. These facilities are accessible for people with disabilities.
The Company continues to make strides in expanding its measures to promote and bolster equal treatment and opportunities for men and women.
It has included articles in the two collective agreements adopted this year that include commitments to the equality of men and women.
Moreover, in December 2018 negotiations commenced in relation to the Equality Plan for the workplaces in Spain.
The Company also has a protocol in place for dealing with harassment, which allows employees to report any psychological, sexual or gender-based harassment in the workplace. No cases of gender-based discrimination have been reported.
Another interesting aspect in the Company's HR policies relates to talent attraction and retention; we work closely with universities, business schools and higher education institutes to improve young people's access to work.
We have around 50 agreements signed with these institutions.
Some 75% of interns whose internship ended in 2018 went on to join the Company, a high rate of incorporation.
We are registered with the ICEX internship programme, through which we attract participants for our High Talent Programme.
These internship programmes are designed to produce young professionals specialised in providing internationalisation services.
ICEX interns receive a solid theoretical grounding in international trade in Spain, followed by specialised practical training in the various offices of the State Secretariat for Trade's international network, and then join Spanish companies with an international presence like Deoleo.
One of the goals of the Corporate Social Responsibility Policy approved by the Board of Directors in February 2018 is to promote honest conduct among all the people who make up the Group and who interact with it, and to foster integrity and ethical behaviour.
The human rights principles that the Deoleo Group lives by are as follows:
This policy is broadened and complemented by the principles established in the following documents:
c. The Deoleo Group expressly forbids sexual, psychological or any other type of harassment or discrimination that is intended to humiliate, torment, intimidate or infringe upon the dignity of an employee or anyone else.
Procurement Policy: Deoleo undertakes to ensure that suppliers are selected and engaged in line with its corporate values, management style and code of conduct for employees, engaging only those that meet the legislation in force and respect human and labour rights.
The primary risks identified in relation to human rights are as follows:
The main measures taken to prevent behaviour that infringes on human rights are as follows:
In 2018 one report of harassment was received through the ethics channel.
The Deoleo Group is not involved in any legal proceedings relating to conduct that infringes human rights, and has never been sued for such conduct in the past.
The Deoleo Group maintains an express commitment to zero tolerance of bribery and corruption and seeks to prevent irregular payments or money laundering arising from illegal or criminal activities in the performance of its business activities.
The corporate social responsibility policy approved by the Board of Directors in February 2018 establishes that one of its objectives is to promote honest behaviour by all the people who make up the Group and interact with it, fostering integrity and ethical behaviour. Accordingly, Deoleo must ensure that any acts involving corruption, bribery, money laundering or irregular payments in the performance of its business activities are prevented, and it has established clear guidelines of zero tolerance of bribery and corruption.
This policy is implemented and supplemented using the principles established in:
This Policy, approved in December 2015 by Deoleo, S.A.'s Board of Directors, establishes the mandatory guidelines to prevent instances of corruption.
c. Travel expenses and invites to third parties must be duly justified and evidenced.
The Procurement Policy and the Procurement Code of Ethics reinforce the obligation that no Deoleo employee or associate should engage in acts of corruption, include the commitment to conduct relations with suppliers in accordance with the law, and to ensure that supplier selection processes are transparent, fair and based on objective criteria.
The main risks identified at the Company related to corruption and bribery are as follows:
The principle measures adopted to prevent corruption, bribery and money laundering are as follows:
Approval of orders and invoices: participation in the process of at least two persons and other additional persons based on the invoice amounts.
Approval of payments: joint signatories and approval of payments by two persons.
In 2018 no complaints were received through the Ethical Channel regarding potential corruption or bribery in the course of the Group's business activities.
The Deoleo Group is not involved in any legal action for unlawful activities, except for the legal proceedings brought against former directors as described in Note 20.2.1. to the consolidated financial statements for 2018.
The Deoleo Code of Conduct does not permit donations or contributions to be made on behalf of the Company to political parties, federations, coalitions or groups of electors. There have been no cases of infringement in this connection.
Conversely, in 2018, Deoleo donated EUR 53,692 to foundations and NGOs.
The Deoleo social impact action principles are determined by a series of codes, policies and procedures:
The main risks that the Group has identified in relation to the social impact of its activity are:
7.3 Main management and performance indicators
Deoleo is committed to its environment, it stimulates employment in the areas where it carries on its activity, mainly manufacturing, and promotes best practices among its suppliers, the majority from agricultural areas, in pursuit of quality products in the context of an environmentally friendly and socially sustainable framework.
It also collaborates with NGOs (as indicated in Section 6.3), either through donations or by implementing specific activities, the scope of which goes beyond the financial.
The Company promotes development and knowledge of olive oil through the Carapelli Institute.
It also promotes awareness of the world of olive oil through the annual publication of an industry report on global olive oil production and consumption: the Deoleo Report.
In a marketing and sales campaign, the Group launched a special edition bottle of Carbonell olive oil in support of the "Action against Hunger" charity to alleviate child malnutrition which, for the first time in 150 years, did not include a picture of the Carbonell brand's Andalusian woman on its label. In the campaign a photograph of three women from Mali, Mauritania and Syria fighting against hunger replaced the iconic Andalusian woman and became the protagonists on the front of 200,000 bottles.
This first solidarity edition in the olive oil brand's history was to support the "Action against Hunger" charity to which Carbonell donated 50% of the profit obtained from their sale.
In 2018, Deoleo also implemented an ambitious project to obtain a significant percentage of olive oil supplied with the sustainable quality seal granted by Intertek.
To this end it entered into agreements with growers in Spain and Italy, including notably the agreement entered into with the Spanish Viñaoliva cooperative. In April, both organisations entered into an agreement to design a sustainable production model, focused on quality, traceability and sustainability.
The effects of the agreement are socially very significant as it involves more than 25,000 hectares of olive groves through eleven cooperatives on which more than 3,800 families depend.
The partnership is implemented under the terms of the Deoleo Sustainability Protocol, which is based on the United Nations Sustainable Development Goals.
The partnership framework covers aspects that are essential for obtaining quality olive oil in a sustainable way, such as:
In light of the above, a product with value added is obtained that respects the environment as well as the olive grove's indigenous species and also encourages people to stay in rural areas.
Lastly, it should be noted that the Group belongs to various associations, all of which are of an industry specific or commercial nature. It does not belong to any political, religious or ideological organisations.
7.3.2.1 Inclusion of social, gender equality and environmental issues in the procurement policy
Deoleo's procurement policy, set forth in codes of ethics and conduct, establishes respect for human, employment and environmental rights in the engagement of suppliers.
Suppliers must also comply at all times with the provisions of Deoleo's Code of Conduct and relationships with them will be conducted in accordance with criteria of honesty, respect for people and social and environmental values.
Deoleo's relationships with its suppliers are conducted in line with the following elements:
As indicated above, Deoleo has a procurement policy and in accordance with that policy, Deoleo is committed to conducting commercial relationships with suppliers that operate in accordance with the criteria of honesty, respect for people and social and environmental values which are inherent to Deoleo's policies and principles.
At Deoleo we consider that the involvement of suppliers is fundamental to achieve a sustainable and responsible performance. In our supply chain we continue to incorporate sustainability, ethics and human rights. We want to convey to the supplier that they too are responsible for their own supply chain. Sustainability should be a shared commitment which begins through our suppliers.
Deoleo's suppliers must undergo a certification process in order to form part of the supply chain. The supplier certification process begins with a questionnaire, which includes a section on environmental matters where suppliers must detail environmental issues such as proper waste disposal management.
They undergo an audit based on the replies obtained. The aforementioned questionnaire also includes the delivery of the relevant supporting documentation.
Also, the service suppliers that work with Deoleo must follow all the policies and procedures that Deoleo has implemented internally. Furthermore, subcontractors must fulfil the requirements established by the Prevention and Safety Area.
Subcontractors must comply with Environmental Management Systems requirements when their activities could have an environmental impact. To this end, they are required to comply with the "Basic Environmental Plan" (see Section 7.3.2.1).
The supplier management life cycle begins with the selection of a potential supplier. Once selected, the request to open a certification process is sent by Procurement to Quality. The supplier certification process begins with the request for the suppliers to approve Deoleo's general requirements, complete the requested questionnaires and provide all the documentation sought. Once a supplier has been certified, the supplier performance assessment is a continuous process which provides Deoleo with the confidence that the suppliers are complying with Group requirements. Since 2017, as part of the assessment process, environmental criteria were included in the assessment process for supplier selection. Questions were included in the questionnaires in relation to correct compliance with environmental legislation and the existence of an environmental management system. The system implemented at the Group is to purchase solely from certified suppliers. There are 381 certified raw material suppliers (olive oil), 30 certified copackers and 49 packaging suppliers.
Deoleo is working to ensure that the raw materials are from sustainable sources for the sustainable production model with the objective of providing the global consumer with the best olive oils obtained through the most environmentally sustainable and respectful methods. To this end, in 2018, partnerships were entered into or are in the process of being finalised with growers, associations or cooperatives from Spain, Greece, Italy and Portugal.
The Quality Department regularly audits suppliers. The frequency of the audits depends on a risk map developed by the Quality Department.
At Deoleo, measures are implemented in order to ensure consumers' health and safety. They cover the raw materials used and the correct distribution of our products through the production chain.
The food safety system is based on the implementation of the Hazard Analysis and Critical Control Points System (HACCP), whereby each point of the process is analysed and any possible risks that could exist at each point are identified. Controls are implemented, limits established and the corrective measures relating to each identified control point or critical control point are defined. This controlled system guarantees food safety compliance in our processes, is reviewed on an ongoing basis, checked at least once a year by the multidisciplinary team that configured it and audited by external entities each year.
As well as implementing the HACCP system, the Company applies GFSI Standards that cover food safety management and food production quality, such as BRC and IFS.
In order to ensure the standardisation and normalisation of processes and documentation, the International Standards Organisation ISO 9001:2015 standard is implemented.
Deoleo has obtained ecological certification to ensure that our organic or bio products can be labelled as such.
In order to ensure compliance with all the implemented requirements relating to the rules and standards under which we work, these rules are audited each year by external entities, although the processes and requirements of the implemented standards are also audited internally.
Continually improving the Group's processes and products. These improvements arise from the annual review of the quality management system, when reviews are performed of the outcomes of internal and external audits, non-conformance and corrective/preventive actions, relevant customer and stakeholder satisfaction information, compliance with quality objectives, the process performance, monitoring and measurement results and supplier performance.
Deoleo has implemented a process to identify and handle the recall or recovery of products not fit for market. This applies to all of the organisation's plants and its subcontracted production plants. This process would be initiated in the following cases: if there is a product that does not comply with the law or is unsafe for consumers; if the non-conformance affects more than one batch of products; when the Company's reputation is at risk and when the non-compliance could result in a public recall. No significant incidents were recorded in the last two years. A crisis drill is held yearly at the Group's two production plants to ensure their smooth operation.
Also, Deoleo has a Corporate Responsibility Certificate from AUTOCONTROL (Spanish independent advertising self-regulatory organisation), which is a non-profit association established in 1995 to manage advertising self-regulation in Spain. It is comprised of leading advertisers, advertising agencies, media outlets and professional associations and its goal is to contribute to making advertising an especially useful tool in the economic process, while ensuring respect for advertising ethics and the rights of consumers and excluding the defence of private interests.
Deoleo has systems that measure consumer and customer satisfaction by managing their complaints. Each negative report received from outside the organisation, whether warranted or not, is input that we take as a point for improving our processes.
Complaints are managed using a tool (Salesforce) which gathers all the reports from consumers and customers in every country to which Deoleo sells. Once the information is received, an analysis is then made in order to find the root cause and be able to implement corrective measures. Once all the information from the investigation process is in the tool, a response is given to the relevant party on the input in question.
Consumer complaints are sent to Deoleo by e-mail. Each country has its own independent email address for these complaints. They are reported to the central area, where all the data are gathered and compiled for correct and orderly management. Once the claim has been resolved, it is transferred to the country manager so that the appropriate action may be taken.
In 2019, consumer complaints will be collated in a tool (Salesforce) developed by Deoleo, so that the root cause of the complaint can be analysed in a more centralised way.
These complaints are monitored monthly.
The income tax paid in each of the countries where the Deoleo Group has tax residence, as well as the profit or loss, as the case may be, on which it has paid this tax in 2018, are detailed in the table below.
The grants received from various public authorities are also detailed.
| Thousands of euros | ||||
|---|---|---|---|---|
| COUNTRY | Profit/(loss) before tax |
Income tax paid in 2018 |
Government grants received in 2018 |
|
| SPAIN | -110,596 | 180 | 28 | |
| GERMANY | 915 | -560 | 0 | |
| BELGIUM | 127 | 66 | 0 | |
| THE NETHERLANDS | 557 | 0 | 0 | |
| ITALY | -83,791 | 0 | 0 | |
| FRANCE | -1,951 | 54 | 0 | |
| US | 1,596 | 5,212 | 0 | |
| CANADA | 1,029 | 749 | 0 | |
| AUSTRALIA | 250 | 0 | 0 | |
| MEXICO | 485 | 0 | 0 | |
| COLOMBIA | 98 | 15 | 0 | |
| MALAYSIA | 12 | 12 | 0 | |
| INDIA | 557 | 256 | 0 | |
| BRAZIL | -5 | 0 | 0 | |
| TOTAL | -190,717 | 5,985 | 28 |
| Contents of Law 11/2018 on non-financial reporting | Standard used | Chapter of the report | |
|---|---|---|---|
| Business model | |||
| Description of the Group's business model |
Brief description of the Group's business model which will include its business environment, organisation and structure, the markets in which it operates, its objectives and strategies and the main factors and trends that could affect its future development. |
GRI 102-2, GRI 102-4, GRI 102-6, GRI 102-9, GRI 102- 15, GRI 102-7 |
Chapter 1, 2 |
| Information on environmental matters | |||
| Policies | Policies that the Group applies which include the due diligence procedures for the identification, assessment, prevention and mitigation of risks and significant impacts and for verification and control, as well as the measures adopted. |
GRI103-2, GRI 103-3 | Chapter 3.1 |
| Main risks | The main risks related to these matters linked to the Group's activities, among others, when they are pertinent and proportionate, its commercial relationships, products or services that may have a negative impact in these areas, and how the Group manages these risks, explaining the evaluation and detection procedures used in accordance with national, European or international frameworks in relation to each area. Information should be included on the impacts detected and they should be detailed, particularly in relation to principle risks at short, medium and long term. |
GRI 102-15, GRI 102-11 | Chapter 3.2 |
| Contents of Law 11/2018 on non-financial reporting | Standard used | Chapter of the report | |
|---|---|---|---|
| Current and foreseeable effects of the Group's activities on the environment and, where applicable, health and safety |
Chapter 3.2 | ||
| - Environmental certification or assessment procedures | Chapter 3.2 | ||
| General | - Resources used to prevent environmental risks | GRI 102-15, GRI 102-11 | Nota 28 to the financial statements |
| - Application of the precautionary principle | Chapter 3.2 | ||
| - Provisions and guarantees for environmental risks | Chapter 3.2 | ||
| Pollution | Measures to prevent, reduce or redress carbon emissions that seriously affect the environment and taking into account any type of activity-specific atmospheric pollutants including noise and light pollution. |
GRI 103-2, GRI 302-4 | Chapter 3.3.1, 3.2.3 |
| Circular economy and waste prevention and management |
Prevention measures, recycling, reuse, other forms of recovery and elimination of waste. Activities to fight food waste. |
GRI 103-2 | Chapter 3.2.2 |
| Sustainable use of resources |
Water consumption and supply in accordance with local limitations. |
GRI 303-1, GRI 306-1 | Chapter 3.2.3 |
| Consumption of raw materials and measures adopted in order to improve the efficiency of their use. |
GRI 103-2, GRI 301-1 | Chapter 3.2.3 | |
| Energy: Direct and indirect consumption: Measures adopted to improve energy efficiency and use of renewable energies. |
GRI 103-2, GRI 302-1 | Chapter 3.2.3 |
| Contents of Law 11/2018 on non-financial reporting | Standard used | Chapter of the report | |
|---|---|---|---|
| Greenhouse gas emissions. | GRI 305-1, 305-2 | Chapter 3.3.4 | |
| Climate change |
Measures adopted to adapt to the consequences of climate change. |
GRI 102-15, GRI 103-2 | Chapter 3.3.4 |
| Medium- and long-term voluntary targets to reduce greenhouse gas emissions and measures implemented to that end. |
GRI 103-2 | Chapter 3.3.4 | |
| Protection of biodiversity |
Measures taken in order to conserve or restore biodiversity. |
GRI 103-2, GRI 304-2 | - At industrial facilities: a. Neither of the two factories are located in nature reserves or parks, ZEPA (special bird protection area), ZEPVN (special nature protection area), LIC (special community area), or wetlands of international importance according to the Ramsar Convention, steppe areas, etc. b. The applicable environmental legislation is followed in waste disposal management both in Italy and in Spain. - In the supply chain: a. Deoleo ensures that its suppliers comply with the environmental questionnaire for their certification which sets forth all environmental best practices included in the Deoleo environmental policy |
| Information on labour and personnel-related matters | |||
| Policies | Policies that the Group applies which include the due diligence procedures for the identification, assessment, prevention and mitigation of risks and significant impacts and for verification and control, as well as the measures adopted. |
GRI103-2, GRI 103-3 | Chapter 4.1 |
| Contents of Law 11/2018 on non-financial reporting | Standard used | Chapter of the report | |
|---|---|---|---|
| Main risks | The main risks related to these matters linked to the Group's activities, among others, when they are pertinent and proportionate, its commercial relationships, products or services that may have a negative impact in these areas, and how the Group manages these risks, explaining the evaluation and detection procedures used in accordance with national, European or international frameworks in relation to each area Information should be included on the impacts detected and they should be detailed, particularly in relation to principle risks at short, medium and long term. |
GRI 102-15 | Chapter 4.2 |
| Total number of employees by gender, age, country and professional category. |
GRI 102-7, GRI 102-8, GRI 401-1, GRI 405-1 |
Chapter 4.3.1 | |
| Total number and distribution of employment contracts by type. |
Chapter 4.3.1.2 | ||
| Annual average of indefinite-term, short-term and part time employment contracts by gender, age and professional category. |
Chapter 4.3.1.2 | ||
| Number of terminations by gender, age and professional category. |
Chapter 4.3.1.3 | ||
| Average remuneration and differences in remuneration by gender, age and professional category. |
GRI 405-2, GRI 202-1 | Chapter 4.3.1.4 | |
| Employment | Gender pay gap | Chapter 4.3.1.5 | |
| Remuneration of identical job positions or average positions at the company. |
Chapter 4.3.1.6 | ||
| Average remuneration of directors and executives, including variable remuneration, expenses, termination benefits, payments to long-term savings schemes and any other benefits, disaggregated by sex. |
Chapter 4.3.1.7 | ||
| Implementation of measures in relation to the right to disconnect from work. |
GRI 103-2 | Due to the nature of Deoleo's business, corporate culture and the values it attempts to convey to employees, as well as the principles of its human resources management policies, no significant risk was identified in this connection. Also, Deoleo employees have not expressed concerns in this connection and, therefore, it was not considered necessary to implement any specific disconnection from work measures. |
|
| Employees with a disability. | GRI 405-1 | Chapter 4.3.1.8 Note (1) |
Note (1): Reports on Spain and Italy
| Contents of Law 11/2018 on non-financial reporting | Standard used | Chapter of the report | |
|---|---|---|---|
| Organisation of the engagement |
Organisation of working time. | GRI 102-8, GRI 103-2 | Chapter 4.3.2.1 |
| Absence from work. | GRI 403-2 | Chapter 4.3.2.2 Note (1) |
|
| Measures to facilitate work-life balance and shared parental responsibility. |
GRI 103-2, GRI 401-3 | Chapter 4.3.2.3 Note (1) |
|
| Health and safety |
Healthy and safe working conditions. | GRI 103-2 | Chapter 4.3.3 Note (1) |
| Industrial accidents (frequency and seriousness) disaggregated by sex. |
GRI 403-2, GRI 403-3 | Chapter 4.3.3 Note (1) |
|
| Occupational diseases (frequency and seriousness) disaggregated by sex. |
GRI 403-2, GRI 403-3 | Chapter 4.3.3 Note (1) |
|
| Labour relations |
Organisation of social dialogue, including the procedures for informing and consulting the personnel and negotiating with them. |
GRI 102-43, GRI 403-1 | Chapter 4.3.4 Note (2) |
| Percentage of employees covered by collective agreements by country. |
GRI 102-41 | Chapter 4.3.4 Note (1) |
|
| Assessment of collective agreements, particularly in the occupational health and safety area. |
GRI 403-1, GRI 403-3 | Chapter 4.3.4 Note (1) |
|
| Training | Training policies implemented. | GRI 103-2, GRI 404-2 | Chapter 4.3.5 |
| Total amount of training hours by professional category. | GRI 404-1 | Chapter 4.3.5 |
Note (1): Reports on Spain and Italy
Note (2): No data available for Colombia and Malaysia.
| Contents of Law 11/2018 on non-financial reporting | Standard used | Chapter of the report | |
|---|---|---|---|
| Information on social and personnel-related matters | |||
| Accessibility | Universal accessibility for people with disabilities. | GRI 103-2 | Chapter 4.3.6 |
| Measures adopted to promote equal treatment and opportunities between men and women. |
Chapter 4.3.7 | ||
| Equality plans. | |||
| Equality | Measures adopted to promote employment. | ||
| Protocols against sexual and gender harassment. | |||
| The integration of, and universal accessibility for, people with disabilities. |
|||
| Anti-discrimination and diversity management policy. | |||
| Respect for human rights | |||
| Policies | Policies that the Group applies which include the due diligence procedures for the identification, assessment, prevention and mitigation of risks and significant impacts and for verification and control, as well as the measures adopted. |
GRI103-2 | Chapter 5.1 |
| Main risks | The main risks related to these matters linked to the Group's activities, among others, when they are pertinent and proportionate, its commercial relationships, products or services that may have a negative impact in these areas, and how the Group manages these risks, explaining the evaluation and detection procedures used in accordance with national, European or international frameworks in relation to each area. Information should be included on the impacts detected and they should be detailed, particularly in relation to principle risks at short, medium and long term. |
GRI 102-15 | Chapter 5.2 |
| Contents of Law 11/2018 on non-financial reporting | Standard used | Chapter of the report | |
|---|---|---|---|
| matters. Human rights |
Application of due diligence procedures in human rights | ||
| Prevention of risks of human rights violations and, if any, measures to mitigate, manage and redress possible abuses committed. |
GRI 103-2 | Chapter 5.3 | |
| Complaints of violations of human rights. | |||
| Promotion and fulfilment of the provisions of the fundamental conventions of the ILO in relation to respect for freedom of association and the right to collective bargaining, elimination of discrimination in employment and work, elimination of forced or compulsory labour and abolition of child labour. |
|||
| Information relating to anti-corruption and bribery issues | |||
| Policies | Policies that the Group applies which include the due diligence procedures for the identification, assessment, prevention and mitigation of risks and significant impacts and for verification and control, as well as the measures adopted. |
GRI 103-2 | Chapter 6.1 |
| Main risks | The main risks related to these matters linked to the Group's activities, among others, when they are pertinent and proportionate, its commercial relationships, products or services that may have a negative impact in these areas, and how the Group manages these risks, explaining the evaluation and detection procedures used in accordance with national, European or international frameworks in relation to each area. Information should be included on the impacts detected and they should be detailed, particularly in relation to principle risks at short, medium and long term. |
GRI 102-15 | Chapter 6.2 |
| Contents of Law 11/2018 on non-financial reporting | Standard used | Chapter of the report | |
|---|---|---|---|
| Corruption and bribery |
Measures adopted to prevent corruption and bribery. | GRI 103-2 | Chapter 6.3 |
| Measures to fight money laundering. | |||
| Contributions to foundations and not-for-profit entities. | GRI 103-2, GRI 415-1 | Chapter 6.3 | |
| Information on the Company. | |||
| Policies | Policies that the Group applies which include the due diligence procedures for the identification, assessment, prevention and mitigation of risks and significant impacts and for verification and control, as well as the measures adopted. |
GRI 103-2 | Chapter 7.1 |
| Main risks | The main risks related to these matters linked to the Group's activities, among others, when they are pertinent and proportionate, its commercial relationships, products or services that may have a negative impact in these areas, and how the Group manages these risks, explaining the evaluation and detection procedures used in accordance with national, European or international frameworks in relation to each area. Information should be included on the impacts detected and they should be detailed, particularly in relation to principle risks at short, medium and long term. |
GRI 102-15 | Chapter 7.2 |
| The Company's commitment to sustainable development |
Impact of the Company's activity on employment and local development. |
GRI 103-2 | Chapter 7.3.1.1 |
| Impact of the Company's activity on local populations and on the territory. |
|||
| Relationships and dialogue with local communities | GRI 102-43, GRI 413-1 | Chapter 7.3.1.2 | |
| Association or sponsorship activities. | GRI 102-13 | Chapter 7.3.1.2 |
| Contents of Law 11/2018 on non-financial reporting | Standard used | Chapter of the report | |
|---|---|---|---|
| Subcontracts and suppliers |
Inclusion of social, gender equality and environmental issues in the procurement policy. |
GRI 102-9, GRI 103-3, GRI 308-1, GRI 414-1 |
Chapter 7.3.2.1 |
| Consideration of social and environmental responsibilities in supplier and subcontractor relationships. |
Chapter 7.3.2.2 | ||
| Supervisory systems, audits and their findings. | Chapter 7.3.2.3 | ||
| Consumers | Consumer health and safety measures. | GRI 103-2, GRI 416-1, GRI 417-1 |
Chapter 7.3.3.1 |
| Claim systems, complaints received and their resolution. | GRI 102-17, GRI 103-2 | Chapter 7.3.3.2 | |
| Tax information |
Profit/loss by country. | GRI 201-1 | Chapter 7.3.4 |
| Income tax paid | |||
| Government grants received. | GRI 201-4 | Chapter 7.3.4 |
The Secretary of the Board of Directors of Deoleo, SA, Manuel Pacheco Manchado, states that the members of the Board of Directors detailed below subscribe to this document, containing (i) the annual accounts (balance sheet, income statement, statements of changes in equity, statement of cash flows and consolidated report), the statement of non-financial information and Directors' report of Deoleo, S.A. and subsidiaries for the year ended 31 December 2018, prepared by the Board of Directors, which comprises 129, excluding this one and the immediately following, on one side only, and (ii) the annual corporate governance report (Spanish version), presented on 73 single-sided pages, also issued by the aforementioned Board of Directors. To this effect, the Directors sign the present diligence, all the sheets of the document being endorsed by the Secretary of the Board of Directors.
Madrid, 29 March 2019
Signed: Manuel Pacheco Manchado
| _______ | _________ |
|---|---|
| Mr. Manuel Atencia Robledo | Mr. Ángel Rodríguez de Gracia, represented by Mr. |
| (Vicepresident) | Manuel Atencia Robledo |
| ________ | ________ |
| Mr. Pierluigi Tosato, represented by Theatre | Mr. José López Vargas, represented by Theatre |
| Directorship Services Delta, S.a.r.l | Directorship Services Beta, S.a.r.l. (Mr. Javier de |
| (Mr. Pablo Costi Ruiz) | Jaime Guijarro) |
| _______ | _________ |
| Sinpa Holding, S.A. (D. Daniel Klein), represented | Mr. Pedro Barato Triguero, represented by Theatre |
| by Theatre Directorship Services Beta, S.a.r.l. | Directorship Services Delta, S.a.r.l |
| (Mr. Javier de Jaime Guijarro) | (Mr. Pablo Costi Ruiz) |
| ________ | _______ |
| Theatre Directorship Services Beta, S.a.r.l. | Theatre Directorship Services Gama, S.a.r.l |
| (Mr. Javier de Jaime Guijarro) | (Mr. Santiago Ramírez Larrauri) |
| _____ Theatre Directorship Services Delta, S.a.r.l (Mr. Pablo Costi Ruiz) |
__________ Mr. Fernando Valdés Bueno, represented by Theatre Directorship Services Beta, S.a.r.l. (Mr. Javier de Jaime Guijarro) |
| _____ Mr. Francisco Javier López García Asenjo |
__________ Mr. Gianluca Bolla, represented by Mr. Francisco Javier López García Asenjo |
DILIGENCE issued by the Secretary of the Board of Directors at the place and date indicated to certify that the directors Sinpa Holding, S.A (Mr. Daniel Klein), Mr. Fernando Valdés Bueno and Mr. Pierluigi Tosato do not sign this document as they are absent, having delegated their representation to Theatre Directorship Services Beta, S.a.r.l. (Mr. Javier de Jaime Guijarro), the first two, and Theatre Directorship Services Delta, S.a.r.l (Mr. Pablo Costi Ruiz), the third. The represented parties have expressly declared their agreement with the documentation referred to in the preceding signature diligence.
Likewise, the Secretary states that the directors Mr. Jose López Vargas, Mr. Gianluca Bolla, Mr. Ángel Rodríguez de Gracia and Mr. Pedro Barato Triguero do not sign this document because they attended the Board meeting by telephone, having voted in favour of its approval and having delegated their representation for the subscription of the documentation referred to in the preceding signature diligence to Mr. Javier de Jaime Guijarro, Mr. Francisco Javier López García Asenjo, Mr. Manuel Atencia Robledo and Mr. Pablo Costi Ruiz, respectively.
Signed: Manuel Pacheco Manchado
The members of the Board of Directors of Deoleo, S.A. declare that, to the best of their knowledge, the financial statements (balance sheet, income statement, statement of changes in equity and cash flow and report), both the individual company and the consolidated group for the year closing at 31 December 2018, have been prepared in accordance with the applicable accounting principles, presented fairly, in all material respects the financial situation and the results of Deoleo's operations and the companies included in the consolidation group taken as a whole. The additional Directors' report of the individual and the consolidated financial statements included a faithful analysis of the evolution and business results and the position of Deoleo S.A. and the companies included in the consolidation taken as a whole, together with a description of the main risks and uncertainties that might arise.
Madrid, 29 March 2019.
Signed.: Manuel Pacheco Manchado
| _______ | _________ |
|---|---|
| Mr. Manuel Atencia Robledo | Mr. Ángel Rodríguez de Gracia, represented |
| (Vicepresident) | by Mr. Manuel Atencia Robledo |
| ________ | ________ |
| Mr. Pierluigi Tosato, represented by | Mr. José López Vargas, represented by Theatre |
| Theatre Directorship Services Delta, S.a.r.l | Directorship Services Beta, S.a.r.l. (MR. Javier de |
| (MR. Pablo Costi Ruiz) | Jaime Guijarro) |
| _______ | _________ |
| Sinpa Holding, S.A. (Mr. Daniel Klein), represented | Mr. Pedro Barato Triguero, represented by Theatre |
| by Theatre Directorship Services Beta, S.a.r.l. | Directorship Services Delta, S.a.r.l |
| (Mr. Javier de Jaime Guijarro) | (Mr. Pablo Costi Ruiz) |
| ________ | _______ |
| Theatre Directorship Services Beta, S.a.r.l. | Theatre Directorship Services Gama, S.a.r.l |
| (Mr. Javier de Jaime Guijarro) | (Mr. Santiago Ramírez Larrauri) |
| _____ Theatre Directorship Services Delta, S.a.r.l (Mr. Pablo Costi Ruiz) |
__________ Mr. Fernando Valdés Bueno, represented by Theatre Directorship Services Beta, S.a.r.l. (Mr. Javier de Jaime Guijarro) |
| _____ Mr. Francisco Javier López García Asenjo |
__________ Mr. Gianluca Bolla, represented by Mr. Francisco Javier López García Asenjo |
DILIGENCE issued by the Secretary of the Board of Directors at the place and date indicated to certify that the directors Sinpa Holding, S.A (Mr. Daniel Klein), Mr. Fernando Valdés Bueno and Mr. Pierluigi Tosato do not sign this document as they are absent, having delegated their representation to Theatre Directorship Services Beta, S.a.r.l. (Mr. Javier de Jaime Guijarro), the first two, and Theatre Directorship Services Delta, S.a.r.l (Mr. Pablo Costi Ruiz), the third. The represented parties have expressly declared their agreement with the documentation referred to in the preceding signat ure diligence.
Likewise, the Secretary states that the directors Mr. Jose López Vargas, Mr. Gianluca Bolla, Mr. Ángel Rodríguez de Gracia and Mr. Pedro Barato Triguero do not sign this document because they attended the Board meeting by telephone, having voted in favour of its approval and having delegated their representation for the subscription of the documentation referred to in the preceding signature diligence to Mr. Javier de Jaime Guijarro, Mr. Francisco Javier López García Asenjo, Mr. Manuel Atencia Robledo and Mr. Pablo Costi Ruiz, respectively.
Signed: Manuel Pacheco Manchado
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