Annual Report • Apr 4, 2017
Annual Report
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Deoleo S.A., warns that english version of the Consolidated Financial Statements for 2016, had been translated under its exclusive responsibility and do not constitute an official document.
Consolidated Financial Statements for Deoleo and Subsidiaries 2016 include:
The Annual Corporate Governance report 2016 and Individual Annual Accounts FY 2016 (spanish version) available on CNMV website and Deoleo web site, have not been translated to English.
Link IAGC 2016 (spanish version): http://www.cnmv.es/portal/verDoc.axd?t={1404d0bb-7a87-4fc6-bf7d-5bbb719108e8}
Link Annual Accounts FY 2016 - Individual & Consolidated (spanish version): http://www.cnmv.es/portal/Consultas/IFA/ListadoIFA.aspx?id=0&nif=A48012009
(Thousands of Euros)
| AS SE TS |
No tes |
/12 /20 31 16 |
/12 /20 15 31 |
EQ UIT Y A ND LI AB ILI TIE S |
No tes |
/12 /20 31 16 |
/12 /20 15 31 |
|---|---|---|---|---|---|---|---|
| NO N-C UR RE NT AS SE TS : |
91 4.7 43 |
1.0 96 .75 7 |
EQ UIT Y: |
No 16 te |
32 8.8 58 |
50 6.2 71 |
|
| Int ibl ets an g e a ss - |
No 6 te |
71 5.0 97 |
81 3.1 59 |
Sh ita l are ca p |
43 8.7 78 |
43 8.7 78 |
|
| Tra de rks ma |
66 1.8 16 |
7.2 27 75 |
Ot he r re se rve s |
23 .80 1 |
23 .80 1 |
||
| Co ftw ute mp r s o are |
2.5 17 |
94 3 |
ion di ffe Tra lat ns ren ce s |
( ) 6.7 95 |
( ) 8.9 08 |
||
| Ot he r in ible tan set g as s |
50 .76 4 |
54 .98 9 |
Va lua tio dj tm ts n a us en |
( 29 4) |
( 33 1) |
||
| Go od wi ll |
No 6 te |
64 .78 1 |
94 .05 8 |
Pri rs' lo or ea ss es y |
( 12 6.7 72 ) |
52 .49 5 |
|
| Pro ert lan t a nd uip nt- p y, p eq me |
No te 7 |
62 .75 8 |
12 1.5 79 |
Eq uit att rib uta ble to sh ho lde of the Pa t y are rs ren |
32 8.7 18 |
50 5.8 35 |
|
| La nd d b uild ing an s |
36 .47 9 |
85 .37 2 |
No llin int tro sts n-c on g ere |
14 0 |
43 6 |
||
| Pla d m hin nt an ac ery |
21 .87 3 |
33 .07 6 |
|||||
| Ot he r fix ls a nd fu rni tur too tur es e , |
1.0 33 |
1.9 20 |
|||||
| Ot he r it f p lan nd uip ert t a nt em s o rop p eq me y, |
1.3 54 |
89 4 |
|||||
| Ad nd ert lan t a nd uip nt va nce s a p rop y, p eq me |
|||||||
| in th f c ion str uct e c ou rse o on |
2.0 19 |
31 7 |
NO N-C UR RE NT LI AB ILI TIE S: |
72 2.8 88 |
74 2.4 36 |
||
| Inv tm t p ert es en rop y |
No 8 te |
10 .31 8 |
31 8 |
Fin cia l li ab ilit ies isi fro the is f an ar ng m su e o |
|||
| Inv tm ts in cia tes es en as so |
47 3 |
47 3 |
d eb t in str ts d o the ark eta ble riti um en an r m se cu es |
No te 18 |
42 .45 3 |
42 .09 9 |
|
| No t fi ial ts- n-c urr en na nc as se |
No 10 te |
6.1 45 |
5.6 86 |
No t b k b ing n-c urr en an orr ow s |
No 18 te |
50 1.0 19 |
49 7.8 77 |
| Lo hir d p ies s t o t art an |
5.0 76 |
5.1 42 |
he r fi ial lia bil itie Ot na nc s |
No te 18 |
2.3 38 |
3.4 14 |
|
| Ot he r fi ial set na nc as s |
1.0 69 |
54 4 |
Go t g ts ve rnm en ran |
No 21 te |
4.0 13 |
3.0 56 |
|
| De fer red ta ets x a ss |
No 14 te |
55 .17 1 |
61 .48 4 |
De fer red x l iab ilit ies ta |
No 14 te |
15 1.0 05 |
18 2.0 16 |
| Pro vis ion s |
No te 20 .1 |
18 .44 8 |
10 .08 9 |
||||
| Ot he lia bil itie nt r n on -cu rre s |
3.6 12 |
3.8 85 |
|||||
| CU S SE TS RR EN T A : |
22 3.0 32 |
31 7.0 |
|||||
| Inv ies tor en |
No 12 te |
10 2.7 94 |
27 14 0.0 85 |
||||
| iva Tra de d o the ble an r re ce s |
No te 13 |
75 .65 9 |
10 8.0 71 |
CU S: RR EN T L IAB ILI TIE |
86 .02 9 |
16 5.0 77 |
|
| Cu nt tax ts rre as se |
No 14 te |
2.9 98 |
8.5 83 |
Cu ba nk bo wi nt rre rro ng s |
No 18 te |
16 .78 5 |
28 .13 8 |
| Ot he t fi ial ts r c urr en na nc as se |
No 10 te |
6.2 05 |
5.0 31 |
Tra de d o the ab les an r p ay |
No 19 te |
67 .70 7 |
13 3.9 23 |
| Ot he t a ets r c urr en ss |
1.8 56 |
81 4 |
Cu nt tax lia bil itie rre s |
No te 14 |
14 9 |
1.5 40 |
|
| Ca sh d c h e iva len ts- an as qu |
No 15 te |
23 .40 6 |
42 .04 0 |
Pro vis ion s |
32 7 |
32 5 |
|
| Ca sh |
23 .40 6 |
42 .04 0 |
Lia bil itie iat ed ith cl sif ied t a ets s a ss oc no n-c urr en ss as w |
||||
| No cl sif ied he ld for le t a ets n-c urr en ss as as sa |
No 5 te |
10 .11 4 |
12 .40 3 |
s h eld fo ale a r s |
No 5 te |
1.0 61 |
1.1 51 |
| S SE TS TO TA L A |
5 1.1 37 .77 |
1.4 13 .78 4 |
Q S TO TA L E UIT Y A ND LI AB ILI TIE |
5 1.1 37 .77 |
1.4 13 .78 4 |
The accompanying Notes 1 to 34 are an integral part of the consolidated statement of financial position at 31 December 2016.
(Thousands of Euros)
| Notes | 2016 | 2015 | |
|---|---|---|---|
| CONTINUING OPERATIONS: | |||
| Revenue | Note 30 | 695.213 | 817.284 |
| Other operating income | Note 23 | 8.879 | 5.503 |
| Changes in inventories of finished goods and work in progress | Note 30 | (18.398) | 16.900 |
| Cost of raw materials and consumables used | Note 30 | (500.392) | (651.446) |
| Staff costs | Note 24 | (58.196) | (50.699) |
| Depreciation and amortisation charge | Notes 6 and 7 | (20.236) | (21.036) |
| Other operating expenses | Note 25 | (271.665) | (151.355) |
| PROFIT (LOSS) FROM OPERATIONS | (164.795) | (34.849) | |
| Finance income | Note 26 | 12.437 | 16.927 |
| Finance costs | Note 26 | (46.848) | (51.854) |
| PROFIT (LOSS) BEFORE TAX | (199.206) | (69.776) | |
| Income tax | Note 14.2 | 19.842 | 8.455 |
| PROFIT (LOSS) FOR THE YEAR FROM CONTINUING OPERATIONS | (179.364) | (61.321) | |
| PROFIT (LOSS) FOR THE YEAR | (179.364) | (61.321) | |
| Attributable to: | |||
| Shareholders of the Parent | (179.068) | (61.273) | |
| Non-controlling interests | (296) | (48) | |
| BASIC EARNINGS PER SHARE (in euros): | |||
| Loss from continuing operations | Note 17 | (0,155) | (0,053) |
| DILUTED EARNINGS PER SHARE (in euros): | |||
| Loss from continuing operations | Note 17 | (0,155) | (0,053) |
The accompanying Notes 1 to 34 are an integral part of the consolidated income statement for 2016.
(Thousands of Euros)
| Notes | 2016 | 2015 | |
|---|---|---|---|
| PROFIT (LOSS) PER INCOME STATEMENT | (179.364) | (61.321) | |
| OTHER COMPREHENSIVE INCOME: | |||
| Income and expense recognised directly in equity- | |||
| Translation differences | Note 16.4 | 2.113 | 3.067 |
| Actuarial gains and losses and other adjustments | (162) | (1.438) | |
| OTHER COMPREHENSIVE INCOME RECOGNISED DIRECTLY IN EQUITY | 1.951 | 1.629 | |
| TOTAL COMPREHENSIVE INCOME | (177.413) | (59.692) | |
| Attributable to: | |||
| Shareholders of the Parent | (177.117) | (59.644) | |
| Non-controlling interests | (296) | (48) |
The accompanying Notes 1 to 34 are an integral part of the consolidated statement of comprehensive income for 2016.
(Thousands of Euros)
| S ha re Ca i l ta p |
O he t r Re se rve s |
Re ine d ta Ea ing / rn s Lo ss es |
Tr la ion t an s D i f fe re nc es |
Va lua ion t A d j tm ts us en |
To l ta |
No n Co l l ing tro n |
l Eq To ta i ty u |
|
|---|---|---|---|---|---|---|---|---|
| Ba lan 3 1 De be 2 0 1 4 t ce s a ce m r |
4 3 8. 7 7 8 |
2 3. 8 0 1 |
1 1 5. 3 6 5 |
( 1 1. 9 7 5 ) |
( 4 9 0 ) |
5 6 5. 4 7 9 |
4 8 4 |
5 6 5. 9 6 3 |
| Co l i da d c he ive inc for 2 0 1 te 5 ns o om p re ns om e O he ha in i t ty r c ng es eq u : |
- | - | ( 6 1. 2 3 ) 7 |
3. 0 6 7 |
- | ( 8. 2 0 6 ) 5 |
( 4 8 ) |
( 8. 2 4 ) 5 5 |
| O t he ha r c ng es |
- | - | ( ) 1. 5 9 7 |
- | 1 5 9 |
( ) 1. 4 3 8 |
- | ( ) 1. 4 3 8 |
| Ba lan 3 1 De be 2 0 1 5 t ce s a ce m r |
4 3 8. 7 7 8 |
2 3. 8 0 1 |
5 2. 4 9 5 |
( 8. 9 0 8 ) |
( 3 3 1 ) |
5 0 5. 8 3 5 |
4 3 6 |
5 0 6. 2 7 1 |
| Co l i da d c he ive inc for 2 0 1 6 te ns o om p re ns om e |
- | - | ( 1 9. 0 6 8 ) 7 |
2. 1 1 3 |
- | ( 1 6. 9 ) 7 5 5 |
( 2 9 6 ) |
( 1 2 1 ) 7 7. 5 |
| O he ha in i t ty r c ng es eq u : |
||||||||
| O he ha t r c ng es |
- | - | ( ) 1 9 9 |
- | 3 7 |
( ) 1 6 2 |
- | ( ) 1 6 2 |
| Ba lan t 3 1 De be 2 0 1 6 ce s a ce m r |
4 3 8. 7 7 8 |
2 3. 8 0 1 |
( ) 1 2 6. 7 7 2 |
( ) 6. 7 9 5 |
( ) 2 9 4 |
3 2 8. 7 1 8 |
1 4 0 |
3 2 8. 8 5 8 |
The accompanying Notes 1 to 34 are an integral part of the consolidated statement of changes in equity for 2016.
(Thousands of Euros)
| Notes | 2016 | 2015 | |
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES: | (10.339) | (30.316) | |
| Profit/(Loss) for the year before tax | (199.206) | (69.776) | |
| Adjustments for- | 222.518 | 93.111 | |
| Depreciation and amortisation charge | Notes 6 and 7 | 20.236 | 21.036 |
| Impairment losses | Notes 5, 6, 7 and 8 | 154.869 | 34.858 |
| Changes in operating provisions and allowances | Notes 12 and 13 | 867 | 908 |
| Changes in provisions for contingencies and charges | Note 20 | 8.129 | 1.696 |
| Gains/Losses on derecognition and disposal of non-current assets | Note 25 | 3.736 | (293) |
| Gains/Losses on derecognition and disposal of financial instruments | Note 23 | (1.018) | - |
| Finance income | Note 26 | 644 | (544) |
| Finance costs | Note 26 | 39.029 | 37.485 |
| Changes in fair value of financial instruments | Note 26 | (5.199) | (5.560) |
| Exchange differences | Note 26 | 1.225 | 3.533 |
| Deferred government grants | Note 21 | - | (8) |
| Changes in working capital- | 2.236 | (8.090) | |
| Inventories | 36.816 | (18.742) | |
| Trade and other receivables | 32.702 | 29.788 | |
| Other current assets | (1.042) | 254 | |
| Non-current assets classified as held for sale | 217 | 3.187 | |
| Trade and other payables | (64.468) | (22.149) | |
| Other assets and liabilities | (1.899) | (390) | |
| Liabilities associated with non-current assets classified as held for sale | (90) | (38) | |
| Other cash flows from operating activities- | (35.887) | (45.561) | |
| Interest paid | (34.581) | (34.297) | |
| Interest received | (644) | 544 | |
| Income tax paid | (662) | (11.808) | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | (1.617) | (6.915) | |
| Payments due to investment- | (11.367) | (7.266) | |
| Intangible assets | Note 6 | (2.121) | (548) |
| Property, plant and equipment | Note 7 | (7.073) | (4.878) |
| Financial assets | (2.173) | (1.840) | |
| Proceeds from disposal- | 9.750 | 351 | |
| Related companies | Note 7 | 7.000 | - |
| Property, plant and equipment | Note 5 | 2.750 | 351 |
| CASH FLOWS FROM FINANCING ACTIVITIES: | (6.678) | (582) | |
| Proceeds and payments relating to financial liability instruments- | (6.678) | (582) | |
| Proceeds from issue of bank borrowings | 4.873 | 919 | |
| Finance lease obligations received (paid) | (11.484) | (4) | |
| Repayment of other borrowings | (67) | (1.497) | |
| NET INCREASE/DECREASE IN CASH AND CASH EQUIVALENTS | (18.634) | (37.813) | |
| Cash and cash equivalents at beginning of year | Note 15 | 42.040 | 79.853 |
| Cash and cash equivalents at end of year | Note 15 | 23.406 | 42.040 |
The accompanying Notes 1 to 34 are an integral part of the consolidated statement of cash flows for 2016.
Translation of a report originally issued in Spanish based on our work performed in accordance with the audit regulations in force in Spain and of consolidated financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Group in Spain (see Notes 2 and 34). In the event of a discrepancy, the Spanish-language version prevails.
Notes to the Consolidated Financial Statements for the year ended 31 December 2016
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 2016 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 2016, 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 2016, and the consolidated results of its operations, the changes in consolidated equity and the consolidated cash flows in the year then ended.
The 2016 consolidated financial statements of the Group and the 2016 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 2015 were approved by the shareholders at the Annual General Meeting of Deoleo, S.A. on June, 28th 2016 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 2016 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 2016 the following new accounting standards came into force and were therefore taken into account when preparing the accompanying consolidated financial statements:
| New standards, amendments and interpretations | ||
|---|---|---|
| Amendments to IAS 19: Defined Benefit Plans: Employee Contributions (issued in November 2013) |
The amendments were issued to allow employee contributions to be deducted from the service cost in the same period in which they are paid, provided certain requirements are met. |
1 February 2015 (1) |
| Improvements to IFRSs, 2010-2012 cycle (issued in December 2013) |
Minor amendments to a series of standards. | |
| Amendments to IAS 16 and IAS 38: Acceptable Methods of Depreciation and Amortisation (issued in May 2014) |
Clarify the acceptable methods of depreciation and amortisation of property, plant and equipment and intangible assets, which do not include methods that are based on revenue. |
|
| Amendments to IFRS 11: Acquisitions of Interests in Joint Operations (issued in May 2014) |
Provide quidance on the accounting for acquisitions of interests in joint operations in which the activity constitutes a business. |
|
| Amendments to IASs 16 and 41: Bearer Plants (issued in June 2014) |
Bearer plants shall be measured at cost rather than at fair value. |
1 January 2016 |
| Improvements to IFRSs, 2012-2014 cycle (issued in September 2014) |
Minor amendments to a series of standards. | |
| Amendments to IAS 27: Equity Method in Separate Financial Statements (issued in August 2014) |
The amendments permit the use of the equity method in the separate financial statements of an investor. |
|
| Amendments to IAS 1: Disclosure Initiative (issued in December 2014) |
Various clarifications in relation to disclosures (materiality, aggregation, order of specific items within the notes to the financial statements, etc.). |
|
| Not yet approved for use in the European Union at the date of publication of this document | ||
| Amendments to IFRS 10, IFRS 12 and IAS 28: Investment Entities (issued in December 2014) |
Clarifications on the consolidation exception for investment entities. |
1 January 2016 |
(1) The commencement date of the entry into force of this standard was from 1 July 2014.
These standards and interpretations were applied in these consolidated financial statements. No significant impact worthy of note was identified in relation to their application.
At the date of preparation of these consolidated financial statements, the most significant standards and interpretations that had been published by the IASB but which had not yet come into force, either because their effective date is subsequent to the date of the consolidated financial statements or because they had not yet been adopted by the European Union, were as follows:
| New standards, amendments and interpretations | Obligatory application in annual reporting periods |
|
|---|---|---|
| beginning: | ||
| Approved for use in the European Union | ||
| 2014) | IFRS 15, Revenue from Contracts with Customers (issued in May New revenue recognition standard (supersedes IAS 11, IAS 18, IFRIC 13, IFRIC 15, IFRIC 18 and SIC-31). | |
| IFRS 9. Financial Instruments (issued in July 2014) | Replaces the requirements in IAS 39 relating to the classification, measurement, recognition and derecognition of financial assets and financial liabilities, hedge accounting and impairment. |
1 January 2018 |
| Not vet approved for use in the European Union at the date of publication of this document (1) | ||
| New standards | ||
| Clarifications to IFRS 15 (issued in April 2016) | Focus on identifying performance obligations, principal versus agent considerations, licensing and determining whether a license is satisfied at a specific point in time or over time, as well as certain clarifications to the transition requirements. |
1 January 2018 |
| IFRS 16, Leases (issued in January 2016) | Supersedes IAS 17 and the related interpretations. The main development of the new standard is that it introduces a single lessee accounting model in which all leases (with certain limited exceptions) will be recognised in the statement of financial position with an impact similar to that of the existing finance leases (depreciation of the right-of-use asset and a finance cost for the amortised cost of the liability will be recognised). |
1 January 2019 |
| Amendments and/or interpretations | ||
| 2016) | Amendments to IAS 27, Disclosure Initiative (issued in January Introduce additional disclosure requirements in order to improve the information provided to users. | 1 January 2017 |
| Amendments to IAS 12, Recognition of Deferred Tax Assets for Unrealised Losses (issued in January 2016) |
Clarification of the principles established for recognition of deferred tax assets for unrealised losses. | |
| based Payment Transactions (issued in June 2016) | Amendments to IFRS 2, Classification and Measurement of Share-These are limited amendments that clarify specific issues such as the effects of vesting conditions on cash-settled share-based payments, the classification of share-based payment transactions with a net settlement feature and certain issues relating to modifications of the type of share-based payment arrangement. |
|
| September 2016) | Amendments to IFRS 4. Insurance Contracts (issued in Provide entities within the scope of IFRS 4 with the option of applying IFRS 9 (overlay approach) or the temporary exemption therefrom. | |
| Amendments to IAS 40, Transfers of Investment Property (issued in December 2016) |
The amendments clarify that transfers to, or from, investment property will only be possible when there is evidence of a change in use. | 1 January 2018 |
| 2016) | Improvements to IFRSs, 2014-2016 cycle (issued in December Minor amendments to a series of standards (various effective dates). | |
| IFRIC 22, Foreign Currency Transactions and Advance Consideration (issued in December 2016) |
This interpretation establishes "the date of the transaction" for the purpose of determining the exchange rate to use in transactions with advance consideration in a foreign currency. |
|
| Assets between an Investor and its Associate or Joint Venture (issued in September 2014) |
Amendments to IFRS 10 and IAS 28, Sale or Contribution of Clarification in relation to the gain or loss resulting from such transactions involving a business or assets. | No defined date |
(1) The status of approval of the standards by the European Union may be consulted on the EFRAG website.
At the date of preparation of these consolidated financial statements, the Parent's directors were assessing the impact that the application of these standards, amendments and interpretations might have on the Group's consolidated financial statements. In principle, it is considered that the only standards that might have an impact are:
IFRS 15, Revenue from Contracts with Customers is the new comprehensive standard on the recognition of revenue from contracts with customers and supersedes the following 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 Service.
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 lease, insurance contracts and financial instruments.
An entity recognises revenue in accordance within five steps: identify the contract(s) with the customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction price to the performance obligations identified in the contract; and recognise revenue when (or as) the entity satisfies a performance obligation.
The Parent's directors have assessed the potential impact of applying these standards in the future and consider that their entry into force will not have a material effect on the consolidated financial statements, with the exception of those that will apply after 2016, the impact of which is currently being assessed.
As required by IAS 1, the information relating to 2015 contained in these notes to the consolidated financial statements is presented for comparison purposes with the information relating to 2016 and, accordingly, it does not constitute the Group's statutory consolidated financial statements for 2016.
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 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 2016 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 2016 and 2015 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. The Group's share of the results obtained by the investee in the year is presented under "Share of Results for the Year of Associates" in the consolidated income statement.
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, the UK, India, Malaysia, China, Colombia, Brazil, French Guiana and Dubai (see Appendix I to the notes to the consolidated financial statements).
2.6.4 Changes in the scope of consolidation
The most significant variations in the scope of consolidation in 2016 and 2015 with an effect on the interyear comparison were as follows:
Changes in the scope of consolidation (2016)
Changes in the scope of consolidation (2015)
The Group incurred significant losses in 2016 amounting to EUR 179,364 thousand at year-end, which arose from, inter alia, the impairment losses recognised in the year totalling EUR 154,529 thousand in relation to certain intangible assets, goodwill, property, plant and equipment and investment property to adjust the carrying amounts thereof to their recoverable amounts (see Notes 6, 7 and 8). As a result of these losses, together with the accumulated prior years' losses, the Group's equity at 31 December 2016 amounted to EUR 328,858 thousand.
Also, as a result of the losses incurred and impairment losses recognised by the Parent in 2016, its equity amounted to EUR 173,451 thousand at 31 December 2016, and its share capital totalled EUR 438,778 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 219,389 thousand), unless capital is sufficiently increased or reduced (see Note 16). The main causes giving rise to the aforementioned losses at the Parent and the Group were as follows:
Also, the Group is currently involved in a process of redefining its business, promoted by its new management, the main aspects of which are as follows:
The cash-generating units in existence until 2015 were as follows: "Oil - Iberian Peninsula" (Spain, part of the international markets, part of the North American market and part of the Northern Europe Market), and "Oil - European Union" (Italy, part of the international markets, part of the North American market and part of the Northern Europe Market).
The definition of these new cash-generating units was accompanied by a new long-term business plan for the Group prepared by management, on which the relevant assumptions used to test the nonfinancial assets for impairment were based (see Note 4.5).
The Parent's directors consider that a significant proportion of the negative aspects that had an impact on the statement of profit or loss for 2016 do not affect its economic resources, because in some cases, such as the recognition of impairment losses, they did not lead to outflows or reduced inflows of cash.
In the opinion of the Parent's directors, the Group's negative situation in 2016 is transitory and nonrecurring, and, therefore, they consider that the restructuring plan launched together with the new business plan will allow the Parent and its Group to return to a path of sustainable growth and profits.
On 28 March 2017, 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 share capital reduction through the decrease 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 between a minimum of EUR 300 million and a maximum of EUR 323 million, which would mean that the resulting par value per share would be between EUR 0.12 and EUR 0.10, respectively. This capital reduction is expected to be approved at the Annual General Meeting to be held between 29 May and 6 June 2017, and will be used to offset prior years' losses and, as the case may be, to set up a reserve as provided for in Article 335.c) of the Consolidated Spanish Limited Liability Companies Law. Once this measure has been adopted, Deoleo, S.A. will have remedied the situation considered to be grounds for mandatory dissolution in Article 363 of the aforementioned Consolidated Spanish Limited Liability Companies Law.
Taking these facts into account, the Parent's directors prepared the consolidated financial statements for 2016 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 at 31 December 2016.
The proposed distribution of losses of Deoleo, S.A. for 2016, amounting to approximately EUR 190,244 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 worldwide perpetual exclusive rights to use the Bertolli brand 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 125,420 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 2016, "Other Intangible Assets" included mainly approximately EUR 50,580 thousand, net of amortisation (2015: approximately EUR 54,795 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:
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 straight-line 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.
Group management performs impairment tests 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 cash-generating units ("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 projections are prepared for each cash-generating unit 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:
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.
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.
As indicated in Note 2.7, in 2016 the Group's directors established a different Cash-Generating Unit structure to the one used in 2015 (the former CGUs were "Oil - Iberian Peninsula" and "Oil - European Union") in order to reflect the new management structure introduced by the new management for the purpose of restructuring the business. On the basis of the aforementioned restructuring, the CGUs were divided into retailing and operating CGUs. The retailing units engage in the marketing of own-brand bottled oil and the operating unit engages in raw material purchasing, processing and bottling activities.
| 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, Australia, China, India and rest of Asia |
| Operating | Manufacturing | Plants in Spain and Italy |
In 2016 the impairment tests on the cash-generating units were conducted taking into account the business assumptions, together with other assumptions based on the current macroeconomic and financial climate.
The projections are prepared for each cash-generating unit on the basis of past experience and of the best estimates available, which are consistent with the business plans prepared by management, and taking into account projected earnings, projected investments and projected working capital. Other variables considered are the discount rate, which is the weighted average cost of capital, and the cash flow growth rates used to extrapolate projected cash flows into the future.
| 2016 | ||||||
|---|---|---|---|---|---|---|
| Cash-Generating Units | Discount Rate (WACC post-tax) |
Discount Rate (WACC pre-tax) |
Future Average Growth Rate |
Average gross margin growth |
Compound Annual Growth Rate |
Residual Value Percentage |
| Southern Europe Nothern Europe North America International Markets Operating |
6.62% 5.55% 6.22% 8.02% 6.62% |
8.33% 7.79% 10.08% 10.68% 9.49% |
1.50% 1.50% 1.50% 1.50% 1.50% |
10.90% 16.20% 30.90% 23.20% 1.70% |
6.60% 0.60% 2.50% 3.60% 0.03% |
73.60% 86.40% 81.40% 74.10% 104.00% |
Set forth below is a sensitivity analysis performed by the Group on the effect that a change in the most significant assumptions used would have on the recoverable amount of the assets of the cash-generating units:
Southern Europe CGU (Thousands of Euros)
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| Future Average | |||||
| Growth Rate | Increase (Decrease) in Recoverable Amount | ||||
| Weighted Average Cost of Capital | |||||
| Change in Assumption | |||||
| (in Basis Points) | (0.5%) | Rate Used | 0.5% | ||
| 0.2% | (43,889) | (61,311) | (75,771) | ||
| Rate used | (37,455) | (56,161) | (71,572) | ||
| (0.2%) | (30,439) | (50,593) | (67,063) | ||
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| Change in Margin | Increase (Decrease) in Recoverable Amount | ||||
| Change in | Change in Sales Volume | ||||
| Assumption (in Basis Points) |
(0.5%) | 0.5% | |||
| 0.5% Rate used (0.5%) |
(39,804) (58,445) (77,085) |
(37,334) (56,161) (74,989) |
(34,862) (53,878) (72,895) |
| Thousands of Euros | ||||
|---|---|---|---|---|
| Future Average | Increase (Decrease) in Recoverable | |||
| Growth Rate | Amount | |||
| Weighted Average Cost of Capital | ||||
| Change in Assumption (in Basis Points) |
(0.5%) | Rate Used | 0.5% | |
| (0.2%) Rate used 0.2% |
(28,480) (24,496) (20,035) |
(38,273) (35,226) (31,927) |
(46,003) (43,652) (41,083) |
| Thousands of Euros | ||||
|---|---|---|---|---|
| Change in Margin | Increase (Decrease) in Recoverable Amount | |||
| Change in | Change in Sales Volume | |||
| Assumption (in Basis | ||||
| Points) | (0.5%) | Rate Used | 0.5% | |
| 0.5% | (28,432) | (27,007) | (25,582) | |
| Rate used | (36,600) | (35,226) | (33,914) | |
| (0.5%) | (44,767) | (43,506) | (42,246) | |
| Thousands of Euros | ||||
|---|---|---|---|---|
| Future Average | Increase (Decrease) in Recoverable | |||
| Growth Rate | Amount | |||
| Weighted Average Cost of Capital | ||||
| Change in Assumption (in Basis Points) |
(0.5%) | Rate Used | 0.5% | |
| (0.2%) Rate used 0.2% |
20,966 35,269 50,995 |
(16,159) (4,913) 7,329 |
(46,429) (37,390) (27,632) |
| Thousands of Euros | ||||
|---|---|---|---|---|
| Increase (Decrease) in Recoverable | ||||
| Change in Margin | Amount | |||
| Change in Sales Volume | ||||
| Change in Assumption (in Basis Points) |
(0.5%) | Rate Used | 0.5% | |
| 0.5% Rate used (0.5%) |
723 (7,566) (15,855) |
3,460 (4,913) (13,285) |
6,196 (2,260) (10,716) |
| Thousands of Euros | ||||
|---|---|---|---|---|
| Future Average | Increase (Decrease) in Recoverable | |||
| Growth Rate | Amount | |||
| Weighted Average Cost of Capital | ||||
| Change in Assumption (in Basis Points) |
(0.5%) | Rate Used | 0.5% | |
| (0.2%) Rate used 0.2% |
34,652 37,419 40,376 |
23,720 25,983 28,389 |
14,301 16,174 18,156 |
| Thousands of Euros | ||||
|---|---|---|---|---|
| Increase (Decrease) in Recoverable | ||||
| Change in Margin | Amount | |||
| Change in | Change in Sales Volume | |||
| Assumption (in Basis Points) |
(0.5%) | Rate Used | 0.5% | |
| 0.5% Rate used (0.5%) |
29,646 24,856 20,066 |
30,821 25,983 21,145 |
31,997 27,110 22,223 |
| Thousands of Euros | ||||
|---|---|---|---|---|
| Future Average | Increase (Decrease) in Recoverable | |||
| Growth Rate | Amount | |||
| Weighted Average Cost of Capital | ||||
| Change in Assumption (in Basis Points) |
(0.5%) | Rate Used | 0.5% | |
| (0.2%) Rate used 0.2% |
8,805 12,328 16,169 |
(443) 2,377 5,425 |
(8,075) (5,776) (3,307) |
| Thousands of Euros | ||||
|---|---|---|---|---|
| Increase (Decrease) in Recoverable | ||||
| Change in Margin | Amount | |||
| Change in Sales Volume | ||||
| Change in Assumption (in Basis Points) |
(0.5%) | Rate Used | 0.5% | |
| Rate used | 1,820 | 2,377 | 2,933 |
The detail, by cash-generating unit, of the carrying amount of the assets (before recognising impairment losses) and their recoverable amount at 31 December 2016 is as follows:
| Thousands of euros | Southern Europe |
North America |
Northern Europe |
Internatio nal Markets |
Operating | Total |
|---|---|---|---|---|---|---|
| Non-current assets, net | 208,198 | 266,442 | 87,306 | 82,593 | 48,069 | 692,608 |
| Goodwill | 12,551 | 47,977 | 11,813 | 14,805 | 6,912 | 94,058 |
| Current assets | 21,602 | 30,459 | 10,316 | 17,118 | 14,756 | 94,251 |
| Total assets, net | 242,351 | 344,878 | 109,435 | 114,516 | 69,737 | 880,917 |
| Recoverable amount | 188,071 | 343,399 | 74,959 | 141,918 | 72,842 | 821,189 |
| Costs to sell | (1,881) | (3,434) | (750) | (1,419) | (728) | (8,212) |
| Excess/(Impairment) net of deferred taxes |
(56,161) | (4,913) | (35,226) | 25,983 | 2,377 |
The detail of the gross impairment losses and the associated deferred tax liabilities recognised in the statement of profit or loss for 2016 is as follows:
| Thousands of euros | Impairment Losses |
Derecognition of Deferred Tax Liabilities (Note 14) |
Impairment, Net of the Tax Effect |
|---|---|---|---|
| Goodwill (Note 6) | 29,277 | - | 29,277 |
| Trademarks (Note 6) | 89,140 | (22,913) | 66,227 |
| Property, plant and equipment (Note 7) | 796 | - | 796 |
| Impairment | 119,213 | (22,913) | 96,300 |
The impairment losses amounting to EUR 119,213 thousand were recognised under "Other Operating Expenses" in the consolidated statement of profit or loss for 2016 (see Note 25) and the tax effect was recognised under "Income Tax" (see Note 14).
Also, as indicated in Note 2.7, the Group is currently implementing a restructuring plan that included, inter alia, the decision to close its Inveruno plant (Italy). In this connection, the Group has agreed to sell this plant to a third party, in a transaction that will involve the lease of the plant for four years with an option to sell it. All the assets associated with Inveruno formerly recognised under "Property, Plant and Equipment" were therefore transferred to "Investment Property" (see Note 8) and were recognised at the lower of their carrying amount and their fair value less costs to sell under these assumptions. In this connection, an impairment loss amounting to EUR 35,316 thousand was recognised on the Inveruno facilities under "Other Operating Expenses" (see Note 25) in the consolidated statement of profit or loss for 2016.
The non-financial assets subject to impairment indicated in this Note are classified as Level 3 in the fair value hierarchy detailed in Note 4.10.
In this connection, the Parent's directors consider that no significant events have occurred that require the estimates made at 2016 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 cash-generating units to exceed or be less than recoverable amount.
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 suchand 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 2016 the Group holds two finance for an outstanding amount of EUR 1,479 thousand (2015: EUR 2,195 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. The financial assets held by the Group companies are classified as:
Loans and receivables are initially recognised at the fair value of the consideration paid, plus any directly attributable transaction costs, and are subsequently measured at amortised cost. The Group has recognised allowances to cater for the risk of uncollectibility. These allowances are calculated on the basis of the probability of recovery of the debt based on the age thereof and the debtor's solvency. At 31 December 2016, the fair value of these assets did not differ significantly from their carrying amount in the consolidated statement of financial position.
Held-for-trading financial assets are measured at fair value and the gains and losses arising from changes in fair value are recognised in the net consolidated profit or loss for the year. The fair value of a financial instrument on a given date is taken to be the amount for which it could be bought or sold on that date by two knowledgeable, willing parties in an arm's length transaction acting prudently.
At least at each reporting date the Group tests financial assets not measured at fair value through profit or loss for impairment. Objective evidence of impairment is considered to exist when the recoverable amount of the financial asset is lower than its carrying amount. When this occurs, the impairment loss is recognised in the consolidated income statement.
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.
In order for these financial instruments to qualify for hedge accounting, they are initially designated as such and the hedging relationship is documented. Also, the Group verifies, both at inception and periodically over the term of the hedge (at least at the end of each reporting period), that the hedging relationship is effective, i.e. that it is prospectively foreseeable that the changes in the fair value or cash flows of the hedged item (attributable to the hedged risk) will be almost fully offset by those of the hedging instrument and that, retrospectively, the gain or loss on the hedge was within a range of 80-125% of the gain or loss on the hedged item. In this regard, at 31 December 2016 the Group had no financial instruments that qualified for hedge accounting.
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 2016 and 2015 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 2016 and 2015 no purchase positions were closed in the olive oil futures market. At 31 December 2016 and 2015, 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 fair values of financial assets and liabilities to which standard terms and conditions apply and which are traded on active liquid markets are calculated by reference to published price quotations in the market.
The fair value of other financial assets and financial liabilities (except derivative instruments) is calculated in accordance with generally accepted valuation models on the basis of discounted cash flows using the prices of observable market transactions and the contributor prices for similar instruments.
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.
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 2016 and 2015 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 goodsin/goods-out method used
Advances on "Inventories" are measured at cost.
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 2016 and 2015 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, therefore, the Group has recognised the appropriate provision.
The main assumptions used to calculate the provision in 2016 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 37 thousand (2015: approximately EUR 159 thousand) under "Valuation Adjustments" in equity.
At 31 December 2016, in order to meet the cost of these and other obligations to employees described above, including those arising from collective redundancy procedures, the Group had recognised a provision amounting to approximately EUR 3,106 thousand (2015: approximately EUR 3,480 thousand) under "Other Non-Current Liabilities" in the consolidated statement of financial position. The main provision recognised in the year for collective redundancies is related to the closure of the Inveruno plant (see Notes 2.7 and 20).
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 2016, the Group had recognized a provision for charges approximately EUR 1,072 thousand (2015: approximately EUR 87 thousand), notes 20 and 24.
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:
Sevilla Rice Company, S.A.
Cambium Rice Investments, S.L.
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 pre-payments, 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 2016 and 2015 is as follows:
| Thousands of Euros | ||||
|---|---|---|---|---|
| Additions | Disposals | |||
| Beginning | and Charge | and | Ending | |
| Balance | for the Year | Reversals | Balance | |
| Property, plant and equipment | 12,742 | - | (3,258) | 9,484 |
| Investment property | 2,253 | - | - | 2,253 |
| Deferred tax assets | 476 | - | (318) | 158 |
| Other Assets | 321 | 101 | - | 422 |
| Impairment of assets | (3,389) | (340) | 1,526 | (2,203) |
| Total assets | 12,403 | (239) | (2,050) | 10,114 |
| Deferred tax liabilities | (628) | - | - | (628) |
| Government grants | (336) | - | 336 | - |
| Trade and other payables | (187) | (246) | - | (433) |
| Total liabilities | (1,151) | (246) | 336 | (1,061) |
| Total, net | 11,252 | (485) | (1,714) | 9,053 |
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| Additions | Disposals | ||||
| Beginning | Transfers | and Charge | and | Ending | |
| Balance | (Notes 7 and 8) | for the Year | Reversals | Balance | |
| Property, plant and equipment | 13,466 | 2,593 | 78 | (3,395) | 12,742 |
| Investment property | 1,329 | 1,398 | - | (474) | 2,253 |
| Deferred tax assets | 472 | - | 4 | - | 476 |
| Other Assets | 405 | - | 5 | (89) | 321 |
| Impairment of assets | (2,356) | (1,068) | (674) | 709 | (3,389) |
| Total assets | 13,316 | 2,923 | (587) | (3,249) | 12,403 |
| Deferred tax liabilities | (629) | - | - | 1 | (628) |
| Government grants | (377) | - | - | 41 | (336) |
| Trade and other payables | (183) | - | (6) | 2 | (187) |
| Total liabilities | (1,189) | - | (6) | 44 | (1,151) |
| Total, net | 12,127 | 2,923 | (593) | (3,205) | 11,252 |
The main changes in non-current assets classified as held for sale recognised in 2016 were as follows:
At 31 December 2016, the breakdown of "Non-Current Assets Classified as Held for Sale" includes the net assets of Sevilla Rice Company, S.A., the production centre in Voguera (Italy), various buildings held in Villarejo de Salvanés, the items of property, plant and equipment and production plants located 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 2016 and 2015 is as follows:
| Thousands of Euros | ||||
|---|---|---|---|---|
| Beginning | Translation | Ending | ||
| Balance | Additions | Differences | Balance | |
| Intangible assets: | ||||
| Cost- | ||||
| Trademarks and licences | 903,771 | - | - | 903,771 |
| Computer software | 19,297 | 1,953 | 4 | 21,254 |
| Other intangible assets | 85,699 | 168 | - | 85,867 |
| 1,008,767 | 2,121 | 4 | 1,010,892 | |
| Accumulated amortisation- | ||||
| Trademarks and licences | (19,030) | (6,271) | - | (25,301) |
| Computer software | (18,354) | (383) | - | (18,737) |
| Other intangible assets | (30,710) | (4,393) | - | (35,103) |
| (68,094) | (11,047) | - | (79,141) | |
| Impairment losses recognised- | ||||
| Trademarks | (127,514) | (89,140) | - | (216,654) |
| (127,514) | (89,140) | - | (216,654) | |
| Total intangible assets, net | 813,159 | (98,066) | 4 | 715,097 |
| Goodwill: | ||||
| Cost | 220,218 | - | - | 220,218 |
| Impairment losses | (126,160) | (29,277) | - | (155,437) |
| Net goodwill | 94,058 | (29,277) | - | 64,781 |
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| Beginning | Translation | Ending | |||
| Balance | Additions | Differences | Balance | ||
| Intangible assets: | |||||
| Cost- | |||||
| Trademarks and licences | 903,771 | - | - | 903,771 | |
| Computer software | 18,976 | 270 | 51 | 19,297 | |
| Other intangible assets | 85,421 | 278 | - | 85,699 | |
| 1,008,168 | 548 | 51 | 1,008,767 | ||
| Accumulated amortisation- | |||||
| Trademarks and licences | (12,759) | (6,271) | - | (19,030) | |
| Computer software | (18,101) | (216) | (37) | (18,354) | |
| Other intangible assets | (26,276) | (4,434) | - | (30,710) | |
| (57,136) | (10,921) | (37) | (68,094) | ||
| Impairment losses recognised- | |||||
| Trademarks | (98,759) | (28,755) | - | (127,514) | |
| (98,759) | (28,755) | - | (127,514) | ||
| Total intangible assets, net | 852,273 | (39,128) | 14 | 813,159 | |
| Goodwill: | |||||
| Cost | 220,218 | - | - | 220,218 | |
| Impairment losses | (121,035) | (5,125) | - | (126,160) | |
| Net goodwill | 99,183 | (5,125) | - | 94,058 |
"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.
The detail of the cost of the fully amortized intangible asset items still in use at 31 December 2016 and 2015 is as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 2016 | 2015 | ||
| Computer software Other intangible assets |
16,237 408 |
16,016 408 |
|
| 16,645 | 16,424 |
"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 (principally, the rights of use for the Bertolli trademark), by each of the Group's cash-generating units defined in 2016 (see Note 2.7), is as follows:
| 31.12.2016 (Thousands of Euros) |
|
|---|---|
| Cash Generating Units: Southern Europe Northern Europe North America International Markets Others |
203,692 81,026 324,740 102,938 184 |
| 712,580 |
The Parent's directors classify the trademarks as of indefinite useful life, except for four of them, including two in 2015, which had a cost of approximately EUR 125,420 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 6,271 thousand was recognised in this connection in the consolidated statement of profit or loss for 2016 and 2015.
The Parent's directors have re-calculated the recoverable amount of the assets of its cash-generating units "Southern Europe", "Northern Europe", "North America", "International Markets" and "Operating". In this regard, on the basis of the business assumptions detailed in Note 4.5., which are based on the Group's current structure, as well as the macroeconomic and financial environment, the Group estimated that certain trademarks with indefinite useful lives and goodwill associated with the "Southern Europe" and "Northern Europe" cash-generating units had been impaired by EUR 89,140 thousand and EUR 29,277 thousands respectively. This impairment loss was recognised under "Other Operating Expenses" in the accompanying consolidated statement of profit or loss for 2016 (see Note 25).
In this connection, the Parent's directors do not consider that it will be necessary to make any additional adjustment for impairment to the value of the intangible assets of the aforementioned cash-generating units. The Parent's directors consider that, on the basis of their estimates and projections, the projected income attributable to Group from the various cash-generating units supports the recoverability of the carrying amount of the trademarks and the goodwill recognised. Furthermore, at the date of formal preparation of these consolidated financial statements, the Parent's directors consider that no events have occurred that require changes to the estimates made at 2016 year-end for the impairment test.
In addition, certain trademarks corresponding to the "Southern Europe" cash-generating unit, which had a carrying amount of EUR 143,452 thousand (31 December 2015: EUR 173,943 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:
| Operating | 6,912 64,781 |
|---|---|
| International Markets | 14,805 |
| North America | 43,064 |
| Cash generating units: | |
| 31.12.2016 (Thousands of Euros) |
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 2016 and 2015 is as follows:
| Thousands of Euros | |||||||
|---|---|---|---|---|---|---|---|
| Beginning Balance |
Additions | Disposals | Transfers (Note 8) |
Transfers | Translation Differences |
Ending Balance |
|
| Cost: | |||||||
| Land and buildings Plant and machinery |
127,976 120,217 |
1,157 1,121 |
(7,889) (2,941) |
(47,500) (46,878) |
14 760 |
- - |
73,758 72,279 |
| Other fixtures, tools and furniture | 11,585 | 1,593 | (1,779) | (3,575) | - | 9 | 7,833 |
| Computer hardware | 3,424 | 276 | (26) | (1,589) | - | - | 2,085 |
| Transport equipment | 187 | 421 | (41) | - | - | 1 | 568 |
| Other items of property, plant and equipment Advances and property, plant and equipment |
520 | - | (6) | (315) | - | - | 199 |
| in the course of construction | 317 | 2,505 | - | 29 | (774) | - | 2,019 |
| 264,226 | 7,073 | (12,682) | (99,886) | - | 10 | 158,741 | |
| Accumulated depreciation: | |||||||
| Buildings | (32,158) | (2,003) | 279 | 6,596 | - | - | (27,286) |
| Plant and machinery | (88,229) | (5,807) | 895 | 42,756 | - | - | (50,385) |
| Other fixtures, tools and furniture | (9,553) | (1,164) | 704 | 3,334 | - | (9) | (6,688) |
| Computer hardware | (2,827) | (138) | 26 | 1,883 | - | 2 | (1,054) |
| Transport equipment Other items of property, plant and equipment |
(256) (154) |
(76) (1) |
40 2 |
- 1 |
- - |
- - |
(292) (152) |
| (133,177) | (9,189) | 1,946 | 54,570 | - | (7) | (85,857) | |
| Accumulated impairment losses: | |||||||
| Land and buildings | (9,197) | (796) | - | - | - | - | (9,993) |
| Plant and machinery | (161) | - | 140 | - | - | - | (21) |
| Other fixtures, tools and furniture | (112) | - | - | - | - | - | (112) |
| (9,470) | (796) | 140 | - | - | - | (10,126) | |
| Net balance | 121,579 | (2,912) | (10,596) | (45,316) | - | 3 | 62,758 |
| Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| Other | ||||||
| Beginning | Transfers | Translation | Ending | |||
| Balance | Additions | Disposals | (Note 5) | Differences | Balance | |
| Cost: | ||||||
| Land and buildings | 127,763 | - | (57) | 270 | - | 127,976 |
| Plant and machinery | 129,307 | 3,098 | (3,403) | (9,517) | 732 | 120,217 |
| Other fixtures, tools and furniture | 11,664 | 131 | (93) | (151) | 34 | 11,585 |
| Computer hardware | 3,500 | 221 | - | (297) | - | 3,424 |
| Transport equipment | 950 | 22 | (233) | (552) | - | 187 |
| Other items of property, plant and equipment | 490 | 31 | - | - | (1) | 520 |
| Advances and property, plant and equipment | ||||||
| in the course of construction | 840 | 1,375 | - | (1,898) | - | 317 |
| 274,514 | 4,878 | (3,786) | (12,145) | 765 | 264,226 | |
| Accumulated depreciation: | ||||||
| Buildings | (29,565) | (2,323) | - | (270) | - | (32,158) |
| Plant and machinery | (93,975) | (6,515) | 3,402 | 8,859 | - | (88,229) |
| Other fixtures, tools and furniture | (8,778) | (968) | 92 | 118 | (17) | (9,553) |
| Computer hardware | (2,996) | (126) | - | 295 | - | (2,827) |
| Transport equipment | (920) | (95) | 209 | 551 | (1) | (256) |
| Other items of property, plant and equipment | (151) | (2) | - | (1) | - | (154) |
| (136,385) | (10,029) | 3,703 | 9,552 | (18) | (133,177) | |
| Accumulated impairment losses: | ||||||
| Land and buildings | (10,265) | - | - | 1,068 | - | (9,197) |
| Plant and machinery | (161) | - | - | - | - | (161) |
| Other fixtures, tools and furniture | (131) | - | 19 | - | - | (112) |
| (10,557) | - | 19 | 1,068 | - | (9,470) | |
| Net balance | 127,572 | (5,151) | (64) | (1,525) | 747 | 121,579 |
The investments in property, plant and equipment for the oil business amounted to approximately EUR 7.1 million in 2016 and related mainly to various IT equipment servers, the adaptation of the head offices and the modernisation and adaptation of machinery on the packaging lines in Alcolea and Tavernelle.
In 2016 the transfers related to the classification as "Investment Property" of the assets associated with the Inveruno plant (see Notes 2.7 and 8).
On 4 November 2016, the Parent sold the production facilities it owned in Antequera (Málaga). The carrying amount of the fixed assets at the Antequera plant at the time of the sale was EUR 10,736 thousand and the transaction sale price amounted to EUR 7 million, as a result of which the Group recognised a loss of EUR 3,736 thousand (see Note 25). In 2016 impairment losses amounting to EUR 140 thousand were derecognised which coincide with the net cost derecognised.
In addition, on the basis of the business assumptions detailed in Note 4.5 for the impairment test, impairment losses amounting to approximately EUR 796 thousand were recognised with a charge to "Other Operating Expenses" in the consolidated statement of profit or loss for 2016 (see Note 25).
The detail of the cost of the fully depreciated items of property, plant and equipment (see Note 8) still in use at 31 December 2016 and 2015 is as follows:
| Thousands of Euros | ||
|---|---|---|
| 2016 | 2015 | |
| Buildings Plant and machinery Other fixtures, tools and furniture |
7,853 93,319 8,243 |
8,274 89,358 7,204 |
| 109,415 | 104,836 |
Government grants amounting to approximately EUR 15,797 thousand at 31 December 2016 and 2015 were received for certain items included under "Buildings", "Machinery" and "Other Fixtures" (see Note 21).
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 2016 the property, plant and equipment were fully insured against these risks.
The changes in "Investment Property" in 2016 and 2015 were as follows:
| Thousands | |
|---|---|
| of Euros | |
| Balance at 31 December 2014 | 2,125 |
| Depreciation charge | (86) |
| Impairment losses | (323) |
| Transfers to assets held for sale | (1,398) |
| Balance at 31 December 2015 | 318 |
| Depreciation charge | - |
| Transfers from Property, Plant and Equipment (Note 7) | 45,316 |
| Impairment losses (Notes 4.5 and 25) | (35,316) |
| Balance at 31 December 2016 | 10,318 |
The detail of "Investment Property" is as follows:
| Carrying Amount (Thousands |
|
|---|---|
| of Euros) | |
| Land – Chinchón | 318 |
| Real estate assets - Inveruno plant | 10,000 |
| Total | 10,318 |
The impairment loss recognised in 2016 related to the decision to close the Inveruno plant (see Notes 2.7 and 4.5). This impairment loss was recognised under "Other Operating Expenses" in the consolidated statement of profit or loss for 2016.
The detail of fully depreciated items is included in Note 7.
At 31 December 2016, 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 2016 was approximately EUR 1,190 thousand (31 December 2015: EUR 1,993 thousand), the present value of the associated liabilities being approximately EUR 1,208 thousand at 31 December 2016 (31 December 2015: approximately EUR 2,195 thousand).
Additionally, the Group holds machinery, equipment, vehicles and facilities under operating leases that lasts until 2017. Operating lease expenses totalled approximately EUR 3,261 thousand in 2016 (2015: approximately EUR 3,578 thousand).
The detail of the financial assets in the consolidated statement of financial position is as follows:
| Thousands of Euros | ||
|---|---|---|
| 2016 | 2015 | |
| Non-current: Held-to-maturity investments Available-for-sale financial assets- |
899 | 371 |
| At cost Loans and other financial assets |
170 5,076 |
173 5,142 |
| 6,145 | 5,686 | |
| Current: | ||
| Derivative financial instruments (Note 11) Held-to-maturity investments Other financial assets |
11 6,163 31 |
551 4,450 30 |
| 6,205 | 5,031 |
"Loans and Other Financial Assets" includes the two payments relating to the customs authorities' audit of Carapelli Firenze amounting to EUR 4,999 thousand, since this company was granted the suspension of the payment for an additional period subsequent to these payments being made.
"Held-to-Maturity Investments" relates to term deposits maturing at more than three months and less than twelve months from their arrangement date.
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 2016 and 2015 is as follows:
| Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| 2016 | 2015 | |||||
| Financial Financial |
||||||
| Assets | Liabilities | Financial | Financial | |||
| (Note 10) | (Note 18) | Assets | Liabilities | |||
| Current: | ||||||
| Interest rate | - | - | - | 5,877 | ||
| Foreign currency | 11 | 269 | 551 | 131 | ||
| 11 | 269 | 551 | 6,008 | |||
| Total derivatives recognised | 11 | 269 | 551 | 6,008 |
All the derivative financial instruments held by the Group 31 December 2016 are considered to be hedges not qualifying for hedge accounting. The effect of the change in the fair value thereof amounting to EUR 5,199 thousand (31 December 2015: EUR 5,560 thousand) was recognised under "Finance Income" in the accompanying consolidated statement of profit or loss (see Note 26). The credit and counterparty risk adjustment at 31 December is not significant (31 December 2015: EUR 337 thousand).
The Group calculates the fair value of the interest rate derivatives by discounting the cash flows on the basis of the implicit rates determined by the euro yield curve based on market conditions at the measurement date. These financial instruments were classified as Level 2 for the purposes of calculating their fair value, as they were based on inputs other than quoted prices in active markets that are observable for the liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Following is a detail of the interest rate derivatives and their corresponding fair values at 31 December 2016 and 2015, together with the maturity of the notional amounts to which they are linked.
| Thousands of Euros | |||||||
|---|---|---|---|---|---|---|---|
| Fair Value at Notional Amount |
|||||||
| 31-12-2016 | 31-12-2015 | 2015 | Total | ||||
| Ineffective hedges: | |||||||
| Barrier IRSs | - | (5,877) | 150,000 | 150,000 | |||
| - | (5,877) | 150,000 | 150,000 |
On 20 December 2016, all the interest rate hedging derivatives held by the Group with various credit institutions expired and were not renewed at 31 December 2016.
During 2016, the Group has used interest rate swaps to manage its exposure to the interest rate fluctuations of its floating-rate bank loans (mainly the syndicated loan described in Note 18.1).
The Group did not have any designated hedging relationships at 31 December 2016 and 2015.
The changes in the fair value of the interest rate derivatives arranged by the Group depend on the changes in the long-term euro yield curve.
The detail of the sensitivity analysis of the fair values of the derivatives arranged by the Group at 31 December 2015 was as follows:
| Thousands of Euros |
|
|---|---|
| 2015 | |
| +0.5% (increase in yield curve) -0.5% (decrease in yield curve) |
588 (592) |
To manage its foreign currency risk, the Group has arranged currency forward contracts for the main markets in which it operates.
| Euro | Thousands of Dollars | Thousands of Euros | ||||||
|---|---|---|---|---|---|---|---|---|
| Average | ||||||||
| Exchange Rate | Foreign Currency | Notional Amount | Fair Value | |||||
| FX Forwards | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 |
| US Dollar | 1.07 | 1.10 | 9,146 | 5,235 | 8,550 | 4,777 | (126) | 498 |
| Australian Dollar | 1.52 | 1.48 | 298 | 888 | 196 | 600 | (8) | (83) |
| Canadian Dollar | 1.41 | 1.50 | 6,263 | 9,064 | 4,452 | 6,041 | (128) | 5 |
| Mexican Peso | 21.63 | - | 10,817 | - | 500 | - | 4 | - |
| 13,698 | 11,418 | (258) | 420 |
The notional amount of all the foreign exchange forward contracts existing at 31 December 2016 was approximately EUR 13.698 million (2015: EUR 11.418 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 of a change in the EUR/USD exchange rate of approximately 1% of the value of the hedges at 31 December 2016 would not be material.
The detail of "Inventories" in the consolidated statement of financial position is as follows:
| Thousands of Euros | ||
|---|---|---|
| 2016 | 2015 | |
| Goods held for resale | 977 | 1,586 |
| Raw materials and other goods held for conversion | 23,533 | 41,512 |
| Work in progress | 12,957 | 23,838 |
| Finished goods | 66,909 | 74,386 |
| 104,376 | 141,322 | |
| Inventory write-downs | (1,582) | (1,237) |
| 102,794 | 140,085 |
The changes in inventory write-downs in 2016 and 2015 were as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 2016 2015 |
|||
| Beginning balance | 1,237 | 1,388 | |
| Charge for the year (Note 25) | 3,430 | 1,425 | |
| Amounts used and other changes | (130) | 41 | |
| Reversals (Note 23) | (2,955) | (1,617) | |
| Ending balance | 1,582 | 1,237 |
At 31 December 2016, the Group had raw material purchase commitments amounting to approximately EUR 29,588 thousand (31 December 2015: approximately EUR 18,078 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 2016 and 2015 is as follows:
| Thousands of Euros | ||
|---|---|---|
| 2016 | 2015 | |
| Trade receivables | 109,119 | 118,414 |
| Accounts receivable | 237,020 | 237,195 |
| Advances to suppliers | 1,340 | 6,859 |
| Advances to employees | 45 | 20 |
| Tax receivables (Note 14) | 9,800 | 26,556 |
| Impairment losses and allowances for uncollectible amounts | (281,665) | (280,973) |
| 75,659 | 108,071 |
"Trade Receivables" in the accompanying consolidated statements of financial position at 31 December 2016 and 2015 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 2016 and 2015 is as follows:
| Thousands of Euros | ||||
|---|---|---|---|---|
| 2016 | 2015 | |||
| Less than 30 days | 18,752 | 26,774 | ||
| From 31 to 60 days | 2,895 | 4,624 | ||
| From 61 to 120 days | 3,627 | 1,539 | ||
| More than 120 days | 953 | 812 | ||
| 26,227 | 33,749 |
At 31 December 2016 and 2015, "Accounts Receivable", included approximately EUR 236,579 thousand of receivables from companies related to former directors of the Parent, which were provisioned in full in both years. Additionally, "Advances to Suppliers" and "Customer Advances" includes a balance of approximately EUR 13,849 thousand (31 December 2015: approximately EUR 13,849 thousand) relating to the aforementioned directors, also 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 2016 the Group entered into various factoring agreements for its accounts receivable amounting to approximately EUR 74,200 thousand (31 December 2015: EUR 137,689 thousand), of which approximately EUR 23,506 thousand had been drawn down at 31 December 2016 (31 December 2015: EUR 28,856 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 15,392 thousand due to the factoring of accounts receivable, since the requirements for derecognition had been met at 31 December 2016 (31 December 2015, approximately EUR 10,481 thousand); EUR 8,114 thousand were recognised under "Bank Borrowings" in this connection (31 December 2015, approximately EUR 18,375 thousand) (see Note 18.3).
The changes in impairment losses and allowances for uncollectible amounts in the years ended 31 December 2016 and 2015 were as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 2016 | 2015 | ||
| Balance at 1 January | 280,973 | 280,888 | |
| Charge for the year (Note 25) | 427 | 1,198 | |
| Allowances used | - | (488) | |
| Reversals in the year (Note 23) | (35) | (98) | |
| Translation differences | 300 | (527) | |
| Balance at 31 December | 281,665 | 280,973 |
Most of the impaired accounts receivable are more than six months past due.
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 at 31 December 2016 and 2015 is as follows:
| Thousands of Euros | ||
|---|---|---|
| 2016 | 2015 | |
| Non-current: Deferred tax assets |
55,571 | 61,484 |
| 55,571 | 61,484 | |
| Current: | ||
| Current income tax assets | 2,998 | 8,583 |
| Sundry tax receivables- | ||
| VAT receivable | 7,697 | 23,424 |
| Prior years' income tax refundable | 519 | 411 |
| Other | 1,569 | 2,699 |
| Social security taxes refundable | 15 | 22 |
| 12,798 | 35,139 |
The detail of the balances payable to public authorities at 31 December 2016 and 2015 is as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 2016 | 2015 | ||
| Non-current: Deferred tax liabilities |
151,005 | 182,016 | |
| 151,005 | 182,016 | ||
| Current: | |||
| Current income tax liabilities | 149 | 1,540 | |
| Accrued social security taxes payable Sundry tax payables- |
1,387 | 1,162 | |
| VAT payable | 825 | 455 | |
| Tax withholdings payable | 1,422 | 1,541 | |
| Other tax payables | 155 | 1,013 | |
| 3,938 | 5,711 |
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:
| Thousands of Euros | ||
|---|---|---|
| 2016 | 2015 | |
| Current tax | 4,700 | 5,800 |
| Adjustments to prior years' taxes | 156 | 1,699 |
| Deferred taxes: | ||
| Impact of tax rate reduction (Note 14.3) | (273) | (8,346) |
| Temporary differences originated and reversed | (24,425) | (7,608) |
| Total income tax expense | (19,842) | (8,455) |
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:
| Thousands of Euros | ||
|---|---|---|
| 2016 | 2015 | |
| Loss for the year before tax | (199,206) | (69,776) |
| Estimated income tax benefit at the tax rate of the Parent | (49,802) | (19,537) |
| Effect of difference in tax rate of companies abroad | 1,342 | 4,016 |
| Net non-deductible expenses | 51,375 | 13,885 |
| Adjustment of Deferred Tax liabilities related to trademarks (Notes 4.5 and 14.3) |
(22,913) | - |
| Adjustment of tax credits and tax relief | - | (5) |
| Offset of tax losses | - | (167) |
| Impact of tax rate reduction | - | (8,346) |
| Differences arising in prior years | 156 | 1,699 |
| Tax income | (19,842) | (8,455) |
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 five-year 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. This tax amendment gave rise to a positive adjustment of EUR 16,421 thousand (EUR 4,105 thousand of tax charge) to the tax base for the Parent, leaving EUR 65,683 thousand at 31 December 2016 to be reversed and included in the tax base over the next four years; this amount is included under net non-deductible expenses.
In addition, net non-deductible expenses also include other permanent differences generated by the Parent amounting to EUR 101,289 thousand (included in the tax base), corresponding mainly to the limitation of the deductibility of impairment losses recognised on investments in Group companies. The net nondeductible expenses also include unrecognised temporary differences for 2016 arising mainly from the limitation of the deductibility of finance costs, which particularly affects the Parent, with an impact of approximately EUR 8,727 thousand on the tax charge (2015: EUR 10,080 thousand), as well as other adjustments.
There were no items recognised directly in equity that gave rise to deferred taxes in 2016.
Deferred tax assets and liabilities are recognised under "Deferred Tax Assets" and "Deferred Tax Liabilities", respectively, in the consolidated statement of financial position, the detail being as follows:
| Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| Recognised with a Charge to | ||||||
| Effect of the | ||||||
| impairment | Results for | |||||
| Test (Note | Upgrade | |||||
| 31-12-2015 | Increase | Decrease | 4.5) | Tax Rate | 31-12-2016 | |
| Assets: | ||||||
| Other | 13,370 | 2,034 | (766) | - | (40) | 14,598 |
| Tax credits recognised | 18,197 | 3,876 | - | - | - | 22,073 |
| Tax loss carryforwards | 29,917 | 813 | (12,001) | - | (229) | 18,500 |
| 61,484 | 6,723 | (12,767) | - | (269) | 55,171 | |
| Liabilities: | ||||||
| Trademarks | 151,842 | 1,304 | (1,529) | (22,913) | - | 128,704 |
| Goodwill and other intangible assets | 7,839 | - | - | - | - | 7,839 |
| Property, plant and equipment | 19,598 | - | (7,491) | - | (532) | 11,575 |
| Other | 2,737 | 160 | - | - | (10) | 2,887 |
| 182,016 | 1,464 | (9,020) | (22,913) | (542) | 151,005 |
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| Recognised with a Charge to | |||||
| Results for | |||||
| 31-12-2014 | Profit or Loss |
Other | Upgrade Tax Rate |
31-12-2015 | |
| Assets: | |||||
| Other | 10,797 | 2,229 | 490 | (146) | 13,370 |
| Tax credits recognised | 18,192 | 5 | - | - | 18,197 |
| Tax loss carryforwards | 29,750 | 167 | - | - | 29,917 |
| 58,739 | 2,401 | 490 | (146) | 61,484 | |
| Liabilities: | |||||
| Trademarks | 165,391 | (6,159) | (7,390) | 151,842 | |
| Goodwill and other intangible assets | 7,294 | 1,015 | - | (470) | 7,839 |
| Property, plant and equipment | 20,380 | (150) | - | (632) | 19,598 |
| Other | 2,726 | 87 | (76) | - | 2,737 |
| 195,791 | (5,207) | (76) | (8,492) | 182,016 |
Following the approval of Royal Decree-Law 3/2016, of 2 December, and solely for the Spanish companies, the offset of prior years' tax losses was limited to 25% for companies with revenue of more than EUR 60 million and the use of double taxation tax credits was limited to 50% of the gross tax payable for companies with revenue of more than EUR 20 million. Based on these new limits, the Group tested the recoverability of its tax loss carryforwards and unused tax credit and tax relief, estimating recoverable amounts of EUR 18,500 thousand and EUR 22,073 thousand, respectively, at 31 December 2016.
The decrease in deferred tax liabilities relates mainly to the impairment recognised on trademarks amounting to EUR 89,140 thousand, which resulted in a decrease in deferred tax liabilities of EUR 22,193 thousand (see Notes 4.5 and 6), as well as the impairment of the Inveruno plant (see Note 8) and the disposal of the Antequera plant (see Note 7), which gave rise to reductions in deferred tax liabilities of EUR 4,864 thousand and EUR 2,098 thousand, respectively. At the end of 2016 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:
| 75,049 | ||
|---|---|---|
| 2016 | 3,388 | |
| 2015 | 668 | |
| 2010 | 150 | |
| 2009 | 70,843 | |
| Incurred | of Euros | |
| Year | Thousands | |
| Tax Loss Carryforwards |
Under current tax legislation, Spanish companies' tax losses reported in a given year can be offset without any time limit for tax purposes against the profits earned by them. However, the amount ultimately qualifying for offset might be modified by the tax authorities in the event of a tax audit of the years in which the losses arose.
The deferred tax assets of the Spanish entities indicated above were recognised in the consolidated statement of financial position because the Parent's directors considered that, based on their best estimate of the Group's future earnings, including certain tax planning measures, it is probable that these assets will be recovered.
The tax loss carryforwards recognised at 31 December 2016 relate mainly to the Parent.
Deductions
| Year | Thousands |
|---|---|
| Generated | of Euros |
| 2008 | 1,097 |
| 2009 | 312 |
| 2010 | 860 |
| 2013 | 11,400 |
| 2014 | 4,523 |
| 2015 | 5 |
| 2016 | 3,876 |
| 22,073 |
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 | ||
|---|---|---|
| Deferred Tax Assets | 2016 | 2015 |
| Temporary differences Tax loss carryforwards Tax credit carryforwards |
49,760 165,842 11,208 |
40,834 153,527 15,084 |
| 226,810 | 209,445 |
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.
| Tax Loss Carryforwards | ||
|---|---|---|
| Year | Thousands | |
| Incurred | of Euros | |
| 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2015 |
133 159 616 195 134 1,773 2,515 11,512 10,879 15,466 21,987 68,338 350,428 33,771 50,789 91,415 3,437 2,652 |
|
| 666,199 |
At the end of 2016 the last years for deduction of the unrecognised tax loss and tax credit carryforwards and the years in which they were generated were as follows:
Although the offset of the tax losses is subject in each case to the time limits established in local legislation, the majority of the Group's tax loss carryforwards have been generated in Spain and, therefore, there is no time limit on the utilisation thereof in future years.
| Unrecognised tax credits | |||
|---|---|---|---|
| Year | Thousands | Applicable | |
| Generated | of Euros | Until | |
| 2006 | 20 | 2021 | |
| 2007 | 18 | 2022 | |
| 2008 | 1,244 | 2023 | |
| 2009 | 8,000 | 2024 | |
| 2010 | 380 | 2020 | |
| 2011 | 261 | 2021 | |
| 2013 | 1,285 | 2023 | |
| 11,208 |
In relation to the certain items claimed by the Italian tax authorities, in 2012 preliminary tax assessments were received from the Italian tax authorities for the three years audited amounting to approximately EUR 6,912 thousand. The Parent's directors consider that the Group has sound arguments to defend the tax treatment applied so that the assessments will not give rise to any loss for the Group. Accordingly, this taxrelated proceeding is still in progress as the corresponding appeals having been filed against the preliminary tax assessment at the Florence provincial tax authorities, handing down of Decisions in the Group's favour in 2015. In 2016 no significant events took place in relation to this matter. The aforementioned appeals are still in the appeal stage and, therefore, at the date of formal preparation of these consolidated financial statements a decision has yet to be handed down thereon.
In addition, in 2011 Unilever (as the seller), the Parent and the subsidiary Carapelli Firenze, S.p.A. (as the purchasers) received a notice from the Italian tax authorities containing a proposed assessment of approximately EUR 9,146 thousand, in relation to justification of valid economic grounds for the sale and purchase of Mediterranean Dressing, S.a.r.l., with respect to the sale and purchase of the Bertolli licence in December 2008. The three companies filed an appeal and the Milan provincial tax authorities handed down a decision in favour of the interests of Unilever, Deoleo, S.A. and Carapelli Firenze, S.p.A. At the end of 2012 the Italian tax authorities filed an appeal against this judgment at the regional tax tribunal to which Unilever, Deoleo, S.A., and Carapelli Firenze, S.p.A. each submitted a written defence, obtaining another favourable decision for the three companies on 10 February 2014. The Italian tax authorities may file a cassation appeal against this new decision at the Italian Supreme Court, but only on grounds of interpretation of the law, since the Deoleo Group's arguments relating to the economic grounds for the transaction have been upheld at the first and second instance. Notwithstanding the possible appeal by the Italian tax authorities and, on the basis of the sale and purchase agreement signed by Unilever, Deoleo, S.A., and Carapelli Firenze, S.p.A., if Deoleo, S.A. or Carapelli Firenze, S.p.A. are finally obliged to pay, there are mechanisms to attempt to pass on the related amount to Unilever. In 2016 no significant events took place in relation to these matters.
In addition, on 1 April 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 Economic Condition 30.2 of the inward processing regime included in Annex 70 of Commission Regulation (EEC) No 2454/93 in respect of a job-processing contract with Carapelli International from 28 February 2011 to 30 October 2013 for which the customs offices did not consider that the subsidiary bought from a third country but rather from a subsidiary of Carapelli Firenze, S.p.A. and, accordingly, seeks EUR 62.3 million from Carapelli Firenze, S.p.A., including customs duties, VAT, interest and a penalty. Of this amount, the Group paid EUR 4,468 thousand in prior years, and was granted the suspension of the payment of the remainder. In 2016 no significant events took place in this connection.
At the date of preparation of these consolidated financial statements, various decisions had been handed down on all the amounts claimed that accepted the appeals filed by the Group and rendered null and void the assessments issued; however, these decisions can still be appealed.
In addition, on 20 January 2015, notification was received of a new claim by the customs authorities in respect of Economic Condition 30.3 of the inward processing regime, which demanded the payment of approximately EUR 3 million. On 30 January 2015, Carapelli Firenze, S.p.a. filed an application for suspension and a subsidiary application for deferral of the debt and provided the customs authorities with a guarantee issued by an insurance company. On 17 February 2015, the customs office granted the suspension of the payment in view of the presentation of a guarantee, as indicated in Article 244 of Council Regulation (EEC) No 2913/92 of 12 October 1992 n. 2913. On 16 March 2016, a judgment was handed down dismissing the appeal filed by Carapelli Firenze, S.p.A. and a payment of EUR 465 thousand was made in 2016 using the provision recognised in this connection in prior years. At 31 December 2016, the balance of the provision recognised for this claim amounted to EUR 2.3 million.
The Parent's directors, taking into account the opinion of the advisers entrusted with the proceedings, consider that there are valid and sufficient arguments to challenge the customs authorities and consider that a decision will be handed down in favour of the Group. Therefore, they do not consider it necessary to recognise an additional provision for these claims.
On 24 September 2015, the Parent was informed by the Spanish tax authorities of the commencement of an audit of the following taxes:
| Tax | Open Years |
|---|---|
| Income tax | 2011 to 2013 |
| VAT | 08/2011 to 12/2013 |
| Salary income withholdings and pre-payments | 08/2011 to 12/2013 |
| Non-resident income tax withholdings | 08/2011 to 12/2013 |
| Income from movable capital withholdings and pre-payments | 08/2011 to 12/2013 |
| Income from property lease withholdings and pre-payments | 08/2011 to 12/2013 |
In February 2016 the subsidiary Carapelli Firenze, S.p.a. was informed by the Italian tax authorities of the commencement of a tax audit of all the taxes applicable to it in 2013. On 15 July 2016, Carapelli Firenze S.p.A. was notified of a penalty of EUR 99 thousand as a result of the completion of the tax audits performed by the Italian tax authorities; this penalty was not appealed by the company.
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 2016, the subsidiaries had the last four years open for review by the tax authorities for the main taxes applicable to them, with the exception of Carapelli Firenze, S.p.A., which was informed in February 2016 of the commencement of a tax audit of all the taxes applicable to it in 2013, which was completed in 2016. In addition to the tax audit in progress referred to above, which it is considered will have been completed by the end of 2017, the Parent only has the years since 2014 open for review for income tax and for the other taxes applicable to it.
The Parent's directors consider that the tax returns for the aforementioned taxes have been filed correctly and, therefore, even in the event of discrepancies in the interpretation of current tax legislation in relation to the tax treatment afforded to certain transactions, such liabilities as might arise would not have a material effect on the accompanying consolidated financial statements.
The detail of "Cash and Cash Equivalents" in the consolidated statement of financial position is as follows:
| Thousands of Euros | ||
|---|---|---|
| 2016 | 2015 | |
| Cash on hand and at banks | 23,406 | 42,040 |
| 23,406 | 42,040 |
As indicated in Notes 19, at 31 December 2016 bank accounts and deposits held by the Group, included under "Cash and Cash Equivalents" and "Other Current Financial Assets", amounting to approximately EUR 21,986 thousand had been pledged (2015: EUR 35,770 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 2016 and 2015 were as follows:
| Number of Shares | ||
|---|---|---|
| 2016 | 2015 | |
| Shares at beginning of year | 1,154,677,949 | 1,154,677,949 |
| Shares at end of year | 1,154,677,949 1,154,677,949 |
At 31 December 2016, the Parent's share capital was represented by 1,154,677,949 fully subscribed and paid shares of EUR 0.38 par value each, 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:
| 2016 | 2015 | |||||
|---|---|---|---|---|---|---|
| Number of | % of | Number of | % of | |||
| Holder | Shares | Ownership | Shares | Ownership | ||
| CVC Capital Partners VI Limited (1) Fundación Bancaria Unicaja (2) Fundación Bancaria Caixa D´Estalvis I |
577,454,442 116,145,186 |
50.01 10.06 |
577,454,442 116,145,186 |
50.01 10.06 |
||
| Pensions de Barcelona (3) | 57,618,350 | 4.99 | 57,618,350 | 4.99 | ||
| Fundación Bancaria Bilbao Bizcaia Kutxa (4) | 55,886,491 | 4.84 | 55,886,491 | 4.84 | ||
| Daniel Klein (5) | 34,080,537 | 2.95 | 34,080,537 | 2.95 | ||
| Mao Holdings (Cayman) Limited | 19,350,000 | 1.68 | 19,350,000 | 1.68 |
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 | |||
|---|---|---|---|
| 2016 | 2015 | ||
| Non-current bank borrowings (Note 18) | 501,019 | 497,877 | |
| Current bank borrowings (Note 18) | 16,785 | 28,138 | |
| Financial liabilities due to issue of marketable securities (Note 18) | 42,453 | 42,099 | |
| Other non-current financial liabilities (Note 18) | 2,338 | 3,414 | |
| Total financial debt | 562,595 | 571,528 | |
| Less - Cash and cash equivalents (Note 15) | (23,046) | (42,040) | |
| Net debt (a) | 539,549 | 529,488 | |
| Equity | 328,858 | 506,271 | |
| Total capital | 868,047 | 1,035,759 | |
| Net debt/total capital ratio | 62% | 51% |
(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 totalled approximately EUR 6,163 thousand at 31 December 2016 (31 December 2015: approximately EUR 4,450 thousand) (see Note 10).
The detail of "Other Reserves" at 31 December 2016 and 2015 is as follows:
| Thousands of Euros | ||
|---|---|---|
| 2016 | 2015 | |
| Legal reserve Other reserves |
10,184 13,617 |
10,184 13,617 |
| 23,801 | 23,801 |
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 2016, the Parent's legal reserve had not reached 20% of share capital.
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 Note 6).
At 31 December 2016 and 2015, 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:
In 2016 no transactions were performed with the Parent's shares.
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 2015 Translation differences arising from financial |
(11,975) |
| statements of foreign operations | 3,067 |
| Balance at 31 December 2015 | (8,908) |
| Translation differences arising from financial | |
| statements of foreign operations | 2,113 |
| Balance at 31 December 2016 | (6,795) |
"Valuation Adjustments" in the accompanying consolidated statement of financial position at 31 December 2016 reflects the revaluation of derivative financial instruments that qualify for hedge accounting. The changes therein were as follows:
| Thousands of Euros |
|
|---|---|
| Actuarial Differences |
|
| and Gains (Note 4.16) |
|
| Balance at 1 January 2015 | (490) |
| Adjustment due to change in assessment Balance at 31 December 2015 |
159 (331) |
| Adjustment due to change in assessment | 37 |
| Balance at 31 December 2016 | (294) |
In 2016 and 2015 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.
Under Article 363 of the Spanish Limited Liability Companies Law, a company is in a situation of dissolution if losses have reduced equity to less than one-half of share capital, unless capital is sufficiently increased or reduced. In this connection, the Parent's equity position vis-à-vis one-half of the share capital is as follows (see Note 2.7):
| Thousands of Euros |
|
|---|---|
| Equity per the separate financial statements of the Parent as at 31 December 2016 Share capital at 31 December 2016 |
173,451 438,778 |
| One-half of the share capital at 31 December 2016 | 219,389 |
On 28 March 2017, 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 share capital reduction through the decrease 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 between a minimum of EUR 300 million and a maximum of EUR 323 million, which would mean that the resulting par value per share would be between EUR 0.12 and EUR 0.10, respectively. This capital reduction is expected to be approved at the Annual General Meeting to be held between 29 May and 6 June 2017, and will be used to offset prior years' losses and, as the case may be, to set up a reserve as provided for in Article 335.c) of the Consolidated Spanish Limited Liability Companies Law. Once this measure has been adopted, Deoleo, S.A. will have remedied the situation considered to be grounds for mandatory dissolution in Article 363 of the aforementioned Consolidated Spanish Limited Liability Companies Law (see Note 2.7)
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:
| 2016 | 2015 | |
|---|---|---|
| Loss for the year attributable to holders of equity instruments of the Parent (in euros) Weighted average number of ordinary shares |
(179,068,000) | (61,273,000) |
| outstanding (number of securities) Basic loss per share |
1,154,677,949 (0.155) |
1,154,677,949 (0.053) |
The average number of ordinary shares outstanding was calculated as follows:
| 2016 | 2015 | |
|---|---|---|
| Ordinary shares outstanding at the beginning of the year | 1,154,677,949 | 1,154,677,949 |
| Weighted average number of ordinary shares outstanding at 31 December |
1,154,677,949 | 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 | ||
|---|---|---|
| 2016 | 2015 | |
| Non-current: | ||
| Measured at amortised cost- | ||
| Loan | 515,000 | 515,000 |
| Loan arrangement expenses | (13,981) | (17,123) |
| Total loan | 501,019 | 497,877 |
| Other financial liabilities | - | - |
| Total bank borrowings | 501,019 | 497,877 |
| Other interest-bearing financial liabilities | 2,338 | 3,414 |
| 2,338 | 3,414 | |
| Financial liabilities due to issue of marketable securities | 42,453 | 42,099 |
| Current: | ||
| Other bank borrowings | 15,699 | 19,541 |
| Financial liabilities due to issue of marketable securities | - | - |
| Other interest-bearing financial liabilities | 817 | 2,589 |
| Measured at fair value- | ||
| Derivative financial instruments (Note 11) | 269 | 6,008 |
| 16,785 | 28,138 |
There is no material difference between the carrying amount and the fair value of the financial liabilities at amortised cost.
At 31 December 2016, "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.
Each financing tranche has different interest rate and they are all tied to Libor plus a spread; the weighted average spread is 376 basis points. The financing facility does not require the fulfilment of covenants, except for the revolving line of credit, which requires a Debt/EBITDA ratio that is lower than 7.75 if more than 40% or EUR 35 million is drawn. At 31 December 2016, the abovementioned revolving line was fully available.
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 2016, 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 predetermined, 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 non-cumulative 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 obtained, the Group has not recognised a provision for the outstanding interest accrued to the holders of the preference shares.
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 2016 and 2015, 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. The net changes in 2016 amounting to EUR 354 thousand relate to the recognition of the costs incurred in the arrangement of this debt.
The other bank borrowings under current liabilities include mainly a reverse factoring agreement (classified as a financial reverse-factoring arrangement) entered into on 3 March 2016, against which EUR 4,873 thousand had been drawn down at 31 December 2016, and the Group's liabilities under factoring agreements arranged with various banks. EUR 8,114 thousand had been drawn down against the factoring lines at 31 December 2016 (31 December 2015: EUR 18,375 thousand) (see Note 13.2). Of the Group's liabilities under factoring agreements, EUR 1,450 thousand (2015: EUR 5,977 thousand) related to balances held vis-à-vis shareholders of the Parent (see Note 27.1).
This line item also includes the accrued interest payable on the loan amounting to EUR 1,146 thousand (31 December 2015: EUR 1,166 thousand).
The detail of "Trade and Other Payables" in the consolidated statements of financial position at 31 December 2016 and 2015 is as follows:
| Thousands of Euros | ||
|---|---|---|
| 2016 | 2015 | |
| Trade payables Other payables: |
58,384 | 125,534 |
| Remuneration payable | 5,392 | 4,055 |
| Accrued social security taxes payable (Note 14) | 1,387 | 1,162 |
| Payable to public authorities (Note 14) | 2,402 | 3,009 |
| Customer advances | - | 21 |
| Accruals and deferred income | 142 | 142 |
| 67,707 | 133,923 |
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.
| 2016 | 2015 | ||
|---|---|---|---|
| Days | Days | ||
| Average period of payment to suppliers Ratio of transactions settled Ratio of transactions not yet settled |
59 59 61 |
57 56 67 |
|
| Euros | |||
| Total payments made | 380,518 | 485,312 | |
| Total payments outstanding | 22,160 | 45,148 |
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 2016 and 2015 were as follows:
| Thousands of Euros |
|
|---|---|
| Balance at 1 January 2015 | 8,593 |
| Provisions recognised | 4,093 |
| Provisions used | (174) |
| Reversals of provisions | (2,397) |
| Transfers | (26) |
| Total long-term provisions at 31 December 2015 | 10,089 |
| Provisions recognised | 8,754 |
| Provisions used | (1,518) |
| Reversals of provisions | (625) |
| Transfers | (1,748) |
| Total long-term provisions at 31 December 2016 | 18,488 |
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. The total amount of the provisional assessments was EUR 4,599 thousand, which were fully provisioned. However, the Group has made the submissions required in order to have the proceedings dismissed and the guarantees provided refunded.
In 2016 and 2015 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. In this connection, in 2016 notification was received of a penalty amounting to EUR 1,900 thousand, which was fully provisioned at 31 December 2016. Since the majority of the other proceedings are at a verbal notice stage, it is not possible to determine whether they will give rise to any kind of administrative or criminal liability for the Group and, therefore, the Parent's directors do not consider that the requirements for the recognition of a liability in relation to the aforementioned claims are met. The total provisions for quality inspections recognised in the consolidated statement of financial position amounted to EUR 3,994 thousand.
Also, as mentioned in Note 2.7, in 2016 a series of necessary measures were taken which resulted, inter alia, in the closure of the Inveruno plant (Italy). In this regard, negotiations are currently underway which it is expected will result in the lease of the plant, with an option to sell it. The total workforce at the Inveruno plant prior to notification of closure amounted to 137 employees, 36 of whom are expected to be absorbed by the lessor of the plant. In this connection, the Group recognised a provision for terminations amounting to EUR 2,032 thousand in relation to the employees to be laid off as a result of the decisions taken with regard to the Inveruno plant.
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.
On 8 June 2009, the Parent filed a criminal complaint against former directors Jesús Ignacio Salazar Bello and Raúl Jaime Salazar Bello, and against other individuals and entities, for the purported offences of continued misappropriation of funds, particularly aggravated by the amounts defrauded, as provided for under Article 242 in connection with Article 250.1.6 and corporate offences under Article 295 in relation to the Parent funds that were embezzled through fraudulent dispositions, for the alleged corporate offence under Article 292 of fraudulently imposing a resolution based on false information provided to the directors who approved the Parent's Board of Directors Resolution of 27 February 2009; for the alleged offence relating to the market and consumers under Article 284, for the use of insider information; and for the purported continued offence of fraud that was particularly aggravated by the size of the defrauded amounts, in relation to the simulated documents executed in detriment to the Parent, under Article 251.3. The case was allocated by list and heard by the Central Examining Court no.4 of the National Appellate Court, which issued an order on 19 June 2009 establishing that the court had jurisdiction to hear the case, giving permission for the lawsuit to proceed and initiating preliminary proceedings to investigate the facts and determine potential liability.
Subsequent to the filing of the aforementioned criminal complaint, various different extensions to the criminal lawsuit were filed against the accused parties indicated above and also against other individuals or entities for alleged offences connected with those included in the initial criminal complaint, which were given permission to proceed by Central Examining Court no.4 of the National Appellate Court.
The Central Examining Court no.4 of the National Appellate Court took the decision, through the order issued on 4 June 2013, to open a separate civil liability proceeding against HSH Nordbank AG and Landesbank Baden Württemberg, ordering them to post bonds of EUR 42 million and EUR 34 million, respectively, to cover any third-party liability to which they may be exposed as a result of the criminal proceedings.
By virtue of the order issued on 22 March 2016 it was ruled that the preliminary proceedings would continue in accordance with the established rules. This order marked the end of the examination phase and the case was referred to the State Prosecutor's Office and the prosecution so that they may request a trial and submit a charging instrument. Following this, the court will issue a ruling with regard to the commencement of the trial and will, if it so resolves, refer the case to the appropriate procedural body, in this case the Criminal Division of the Spanish National Appellate Court, where it will be heard.
Provisions have been recognised in full for all the balances receivable from the persons against whom the criminal complaint was filed; however, the Group does not rule out the recovery thereof through the legal actions pursued at the Central Examining Court of the National Appellate Court.
On 2 June 2009, the Parent was notified of two demands for payment made by the banks HSH Nordbank AG and Landesbank Baden-Württemberg on the grounds of the Parent's alleged guarantor status in two bills of exchange accepted by the company related to the former directors and shareholder of the Parent, Unión de Capitales, S.A. drawn by Glanswood Limited and endorsed in favour of the aforementioned banks.
Both bills of exchange were signed by one of the former directors representing Unión de Capitales, S.A. and they included a purported guarantee provided by this director claiming to represent Deoleo, S.A.
The Parent considered that the provision of the purported guarantees by the former director on behalf of the Parent constituted a continued fraudulent offence, as defined in Article 251.3 of the Criminal Code, by entering into a simulated agreement to the detriment of a third party.
As a result, on 8 June 2009, the Parent filed a criminal lawsuit against the former director for fraud.
Subsequent to that date the Parent received further demands for payment from the banks, the total amount demanded by both banks totalling EUR 55,014,417. All the demands were rejected by the Parent, which indicated to the banks that the former director lacked powers and that the related legal proceeding was in progress at the National Appellate Court.
The banks holding the guarantees were requested to provide evidence of the underlying business and the documentation that was provided on accepting or discounting the bills of exchange, but they did not respond to the notice.
The Parent attended the voluntary insolvency proceedings of Unión de Capitales, S.A. (the entity that accepted the bills of exchange) and verified that this company had not recognised or accounted for any accounts payable to either of these two banks.
The report of the insolvency managers recognises an ordinary claim of HSH Nordbank AG against Unión de Capitales, S.A. amounting to approximately EUR 30,031 thousand, of which approximately EUR 29,997 thousand relate to the amount of the bills of exchange, the remainder of the recognised claim being protest charges and interest.
The report of the insolvency managers did not recognise the claim notified by Landesbank Baden-Württemberg payable by Unión de Capital, S.A. of approximately 21,554 thousand, except in respect of just one of the bills of exchange, amounting to approximately EUR 3,497 thousand, due to a an irregularity in the bills of exchange, where the date of endorsement was prior to the issue date. The insolvency managers' report indicates that the endorsement date of the bills of exchange was prior to their issue date and, accordingly, in view of the documentation provided, the insolvency managers consider that the claim was not duly substantiated.
On 11 December 2009, the Parent filed an ancillary insolvency claim, requesting that the aforementioned banks' claims should be excluded from the list of creditors on the grounds that there was not even a lawful claim against Unión de Capitales, S.A., since the bills of exchange lacked legal validity, thereby giving rise to an undue claim in the insolvency proceeding, to the detriment of the other creditors, including Deoleo, S.A., which has a contingent claim against Unión Capitales S.A. in connection with the criminal proceedings in which said company may be held vicariously liable.
On 15 December 2009, Landesbank Baden-Württemberg filed an ancillary claim in the insolvency proceedings, contesting the list of creditors set forth in the insolvency managers' report, and requesting that it be amended so that its claim of approximately EUR 21,554 thousand, which had been excluded by the insolvency managers and classified as an ordinary claim, be recognised.
No final decision has been handed down by the Madrid Provincial Appellate Court in relation to these accounts payable, section 28, which will be required to announce its decision in this regard as a result of handing down a decision on the appeal to a superior court filed against the judgment handed down by the Commercial Court which dismissed the claim made by Deoleo, S.A. and upheld that of Landesbank Baden-Württemberg.
After partially upholding the Parent's appeal, section 28 of the Madrid Provincial Appellate Court ordered the issue of a letter of request that was unduly rejected by the Commercial Court as a means of proof, and when the letter has been issued a decision will be handed down on the appeal filed against the court decision.
By virtue of the order of 7 April 2016, it was resolved to suspend the proceedings pending a preliminary judgment to be handed down in the criminal jurisdiction. The Parent submitted a respondent's notice against this resolution, together with documentation to evidence its rights which included, among others, the order of the Provincial Appellate Court upholding the suspension of the proceedings and the supervening procedural events such as the order authorising commencement of a trial in which HSH NORDBANK AG is named as the accused, in view of the civil liability it may have incurred in the case being heard by the National Appellate Court. At the date of formal preparation of these consolidated financial statements, a decision had yet to be handed down by the Madrid Provincial Appellate Court in relation to this appeal.
The Parent maintains its opinion that the bills of exchange are not good against it and considers that the guarantee simulated therein constitutes an offence that is being examined by the Central Examining Court no. 4 of the National Appellate Court and, accordingly, the related amounts are not claimable from the Group, regardless of the court decision eventually handed down in the insolvency proceeding of Unión de Capitales, S.A. with regard to a possible claim exclusively against the insolvent company.
With regard to this proceeding, it is not possible to determine the outcome of the lawsuit or to make any estimate of any amounts that might arise therefrom, since the outcome depends on the decisions taken in both this proceeding and in the criminal proceedings indicated in the preceding section of these Notes (legal proceedings against former directors) by the courts, and it is therefore outside the Parent's control.
The changes in non-refundable government grants were as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 2016 2015 |
|||
| Original grants: At beginning of year |
15,797 | 15,797 | |
| 15,797 | 15,797 | ||
| Less income recognised: At beginning of year In the year (Note 23) Plus recognised expenses: |
(12,741) - |
(12,751) (8) |
|
| Accrued interest | 964 | - | |
| Other changes | (7) | 18 | |
| At end of year | (11,784) | (12,741) | |
| Carrying amount | 4,013 | 3,056 |
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 the accompanying consolidated statement of profit or loss.
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 2016 and 2015 is as follows:
| Thousands of Euros | ||
|---|---|---|
| 2016 | 2015 | |
| Government grants | - | 8 |
| Grants related to income | 363 | 341 |
| Gains on sale of items of property, plant and equipment | - | 268 |
| Gains on sale of investment property | - | - |
| Gains on non-current assets classified as held for sale (Note 5) | 1,018 | 32 |
| Reversal of impairment losses: | - | |
| Property, Plant and Equipment | - | 19 |
| On inventories and accounts receivable (Notes 12 and 13.4) | 2,990 | 1,715 |
| Other income | 4,508 | 3,120 |
| 8,879 | 5,503 |
The grants related to income are those received by the Group as part of the official aid granted by the Spanish public authorities to promote products manufactured in Spain in international markets, including commercial research and similar services provided by several government agencies free of charge, as well as certain grants awarded by other authorities in areas where the Group has interests.
The detail of "Staff Costs" in 2016 and 2015 is as follows:
| Thousands of Euros | ||
|---|---|---|
| 2016 | 2015 | |
| Wages, salaries and similar expenses Termination benefits Social security contributions and other employee benefit costs |
41,536 5,234 11,426 |
39,036 917 10,746 |
| 58,196 | 50,699 |
The average number of employees at the Group in 2016 and 2015, by professional category and gender, was as follows:
| Number of Employees | ||||||
|---|---|---|---|---|---|---|
| 2016 | 2015 | |||||
| Total | Men | Women | Total | Men | Women | |
| Executives | 56 | 40 | 16 | 44 | 34 | 10 |
| Clerical supervisors | 92 | 59 | 33 | 93 | 51 | 42 |
| Skilled employees | 82 | 58 | 24 | 69 | 47 | 22 |
| Sales staff | 115 | 89 | 26 | 95 | 77 | 18 |
| Clerical staff | 170 | 53 | 117 | 192 | 61 | 131 |
| Factory staff | 223 | 188 | 35 | 245 | 208 | 37 |
| 738 | 487 | 251 | 738 | 478 | 260 |
At 31 December 2016, two member of the Board of Directors were women (31 December 2015: one member of the Board of Directors were women).
The number of employees, by professional category and gender, at the end of 2016 and 2015 was as follows:
| Number of Employees | ||||||
|---|---|---|---|---|---|---|
| 2016 | 2015 | |||||
| Total | Men | Women | Total | Men | Women | |
| Executives | 56 | 39 | 17 | 46 | 38 | 8 |
| Clerical supervisors | 91 | 59 | 32 | 93 | 52 | 41 |
| Skilled employees | 78 | 56 | 22 | 71 | 46 | 25 |
| Sales staff | 128 | 99 | 29 | 95 | 78 | 17 |
| Clerical staff | 161 | 53 | 108 | 190 | 59 | 131 |
| Factory staff | 168 | 141 | 27 | 234 | 199 | 35 |
| 682 | 447 | 235 | 729 | 472 | 257 |
The average number of people employed by the Group's Spanish companies in 2016 and 2015 with a level of disability of 33% or more, by professional category, was as follows:
| Number of Employees | |||
|---|---|---|---|
| Category | 2016 | 2015 | |
| Clerical supervisors Skilled employees and factory staff |
1 3 |
1 3 |
|
| 4 | 4 |
The detail of "Other Operating Expenses" is as follows:
| Thousands of Euros | ||
|---|---|---|
| 2016 | 2015 | |
| Impairment losses: | ||
| On non-current assets classified as held for sale (Note 5) | 340 | 674 |
| On intangible assets (Note 6) | 118,417 | 33,880 |
| On property, plant and equipment (Note 7) | 796 | - |
| On investment property (Note 8) | 35,316 | 323 |
| On inventories and accounts receivable (Notes 12 and Note 13.4) | 3,857 | 2,623 |
| Losses on disposals of property, plant and equipment and intangible assets (Note 7) | 3,736 | - |
| Losses on disposals non-current assets as held for sale(Note 5) | - | 7 |
| Other operating expenses | 109,823 | 113,848 |
| 271,665 | 151,355 |
The detail of "Finance Income" and "Finance Costs" in the years ended 31 December 2016 and 2015 is as follows:
| Thousands of Euros | ||
|---|---|---|
| 2016 | 2015 | |
| Finance income: | ||
| From financial assets at amortised cost | - | 32 |
| Arising from measurement at fair value of derivative instruments (Note 11) | 5,199 | 5,560 |
| Gains on foreign currency transactions | 6,594 | 10,823 |
| Other finance income | 644 | 512 |
| 12,437 | 16,927 | |
| Finance costs: | ||
| Debt arrangement expenses - syndicated loan (Note 18) | 3,142 | 3,142 |
| On bank borrowings | 26,546 | 32,614 |
| Impairment and losses on disposals of investments in associates | - | 13 |
| Settlement of IRS | 6,078 | - |
| Losses on foreign currency transactions | 7,819 | 14,356 |
| Other finance costs | 3,263 | 1,729 |
| 46,848 | 51,854 |
The detail of the accounts receivable from and payable to related parties at 31 December 2016 and 2015 is as follows:
| Thousands of Euros | |||
|---|---|---|---|
| Other Related Parties | |||
| Shareholders | |||
| 2016 2015 |
|||
| Non-current financial assets: | |||
| Cash and cash equivalents | 351 | 128 | |
| Accounts receivable: | |||
| Sundry receivables | 291 195 |
||
| Current payables: | |||
| Current payables (Note 18.3) | (1,450) | (5,997) | |
| Trade and other payables: | |||
| Payable to suppliers | (538) | (236) | |
The Group recognised an allowance under several line items for the full amount of the balances (totalling EUR 250,428 thousand at 2016 and 2015 year-end) receivable from companies related to former directors of the Parent.
The detail of the loans received, derivatives and other interest-bearing liabilities associated with shareholders is as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 2016 | 2015 | ||
| Kutxabank, S.A. (Cajasur Banco S.A.U.) CaixaBank, S.A. Unicaja Banco S.A. |
- 1,450 - |
1,629 3,248 1,120 |
|
| Total loans and other interest-bearing liabilities | 1,450 | 5,997 |
The detail of the Group's transactions with related parties in 2016 and 2015 is as follows:
2016
| Thousands of Euros | ||||
|---|---|---|---|---|
| Shareholders | Directors | Senior Management of the Parent |
Total | |
| Income: Net sales |
3,644 | - | - | 3,644 |
| 3,644 | - | - | 3,644 | |
| Expenses: Procurements Other operating expenses Staff costs Finance costs |
- 2,767 - 241 3,008 |
5,752 58 2,439 13 8,262 |
- - 4,258 - 4,258 |
5,752 2,825 6,697 254 15,528 |
| Guarantees received | 49 | - | - | 49 |
| Thousands of Euros | ||||
|---|---|---|---|---|
| Senior | ||||
| Management | ||||
| Shareholders | Directors | of the Parent | Total | |
| Income: | ||||
| Net sales | 12,653 | - | - | 12,653 |
| 12,653 | - | - | 12,653 | |
| Expenses: | ||||
| Procurements | - | 575 | 87 | 662 |
| Other operating expenses | 2,775 | 35 | 16 | 2,826 |
| Staff costs | - | 1,585 | 3,364 | 4,949 |
| Finance costs | 287 | 47 | - | 334 |
| 3,062 | 2,242 | 3,467 | 8,771 | |
| Guarantees received | 74 | 120 | - | 194 |
In 2016 the Parent performed all its transactions with related parties on an arm's length basis.
The remuneration of the senior executives of the Parent amounted to approximately EUR 4,258 thousand in 2016 (2015: EUR 3,364 thousand).
The remuneration of the members of the Board of Directors was as follows:
| Thousands of Euros | ||||
|---|---|---|---|---|
| 2016 | 2015 | |||
| Salaries Attendance fees |
1,896 543 |
1,172 413 |
||
| 2,439 | 1,585 |
At 31 December 2016, the Parent had paid EUR 59 thousand in premiums for the directors' third-party liability insurance.
At 31 December 2016, 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 2016 the Parent's directors did not receive any amounts other than those mentioned above. At 31 December 2016, 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 2016 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:
Pierluigi Tosato was absent during deliberation on the remuneration proposal prepared by the Nomination and Remuneration Committee and the terms and conditions of the agreement for the provision of services entered into as a result of his appointment as CEO, and abstained in the vote thereon, as he was in a situation of conflict of interest.
Rosalía Portela de Pablo was absent during deliberation on the remuneration proposal prepared by the Nomination and Remuneration Committee and the terms and conditions of the agreement for the provision of services entered into as a result of her appointment as executive chair, and abstained in the vote thereon, as she was in a situation of conflict of interest.
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 2016 and 2015 there were no additions to, or disposals of, environmental investments in the Group's plant. At 31 December 2016, the carrying amount of the environmental investments was EUR 2,377 thousand (31 December 2015: EUR 2,762 thousand).
The ordinary expenses incurred in the year ended 31 December 2016 for the purpose of protecting and enhancing the environment amounted to EUR 2,623 thousand (2015: EUR 3,613 thousand). These expenses related mainly to costs incurred in relation to packaging recycling, environmental diagnosis work and waste treatment.
At 31 December 2016 and 2015, 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 2016, nor did it have any such grants in 2015, and its consolidated statement of financial position does not include any grants of this nature from prior years.
In 2016 and 2015 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 | |||
|---|---|---|---|
| 2016 | 2015 | ||
| Audit services Other attest services Total audit and related services |
310 7 317 |
330 8 338 |
|
| Other services | 7 | - | |
| Total professional services | 324 | 338 |
Furthermore, entities related to the Deloitte international network invoiced the Group for the following services:
| Thousands of Euros | ||
|---|---|---|
| 2016 | 2015 | |
| Audit services Other attest services |
341 1 |
303 30 |
| Total audit and related services | 342 | 333 |
| Tax counselling services | 67 | 40 |
| Total other services | 67 | 40 |
| 409 | 373 |
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. Its operating results, organised in this manner, are reviewed by senior management in order to take operating decisions for the Group and to assess the Group's performance. 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.
| Th and ous |
f E s o uro s |
|||||||
|---|---|---|---|---|---|---|---|---|
| Oils | Oth Bus er |
ine sse s |
al S Ce ntr |
ice erv s |
Co nso |
lida ted |
||
| 20 16 |
20 15 |
20 16 |
20 15 |
20 16 |
20 15 |
20 16 |
20 15 |
|
| Rev enu e Oth inc er om e |
678 85 ,1 085 4, |
798 85 ,4 2,5 |
006 17, 4,7 |
18, 799 2, 97 |
22 | - | 695 213 , 8, |
817 284 , 5,5 |
| Cos f ra rial nd oth abl d a nd cha s in t o ate w m s a er con sum es use nge |
32 | 94 | 1 | - | - | 879 | 03 | |
| inv orie f fi nis hed ods d w ork in ent s o go an pro gre ss |
( 508 ,14 5) |
( 623 ,1 88 ) |
( 10, 616 ) |
( 11, 358 ) |
( 29) |
- | ( 518 ,7 90 ) |
( 634 ,54 6) |
| ff c Sta ost s nd har De cia tio ort isa tio pre n a am n c ge |
( ) 53, 844 ( 685 ) 15, |
( ) 46, 908 ( 16, ) 514 |
( ) 4, 352 ( 373 ) |
( 91) 3,7 ( 394 ) |
- ( 78) 4,1 |
- ( 28) 4,1 |
( ) 58, 196 ( 20, 236 ) |
( ) 50, 699 ( 21, 036 ) |
| ible nd Go odw ill's irm ( e 2 5) Int set Im ent Not ang as s a pa |
( 153 33) ,7 |
( 33, 880 ) |
- | - | ( 36) 1,1 |
- | ( 869 ) 154 , |
( 33, 880 ) |
| Oth ing rat er ope ex pen ses |
( 95, 196 ) |
( 102 266 ) , |
( 4,1 85) |
( 4, 885 ) |
( 17, 41 5) |
( 10, 324 ) |
( 116 ,7 96 ) |
( 117 ,47 5) |
| Pro fit ( Los s) fro atio m o per ns Net fin ial los anc s |
( 144 333 ) , - |
( 21, 739 ) |
2, 274 |
1, 342 |
( 22, 736 ) ( 34, 41 |
( 14, 45 2) ( 34, 927 |
( 164 ,7 95 ) ( 34, 41 |
( 34, 849 ) ( 34, 927 |
| Pro fit ( Los s) for th be for e t e ar ax |
( 144 333 |
- ( 21, 739 |
- 2, |
- 1, |
1) ( 57, 147 |
) ( 49, 379 |
1) ( 199 206 |
) ( 69, 776 |
| ye As set : |
) , |
) | 274 | 342 | ) | ) | ) , |
) |
| lan nd d in Pro ty, t a ipm ent tm ent rty per p equ an ves pr ope odw ill Go |
60, 978 64, 78 1 |
112 054 , 94, |
- | - | 12, 098 |
9, 843 |
73, 076 64, 78 |
121 897 , 94, |
| Oth ible inta set er ng as s |
80 712 ,5 |
058 812 216 , |
- - |
- - |
- 2,5 17 |
- 943 |
1 715 097 , |
058 813 ,15 9 |
| Oth nt ets er non -cu rre ass |
- | - | - | - | 61, 789 |
67, 643 |
61, 789 |
67, 643 |
| al n Tot t a ts on- cur ren sse |
838 339 , |
018 328 1, , |
- | - | 76, 404 |
78, 429 |
914 3 ,74 |
096 1, ,75 7 |
| Inv orie ent s Tra de and her cei vab les ot re |
100 ,4 91 73, 920 |
136 950 , 105 ,5 85 |
2, 303 1,7 39 |
3,1 35 2,4 86 |
- - |
- - |
102 ,7 94 75, 659 |
140 085 , 108 07 1 , |
| Oth t a t er cur ren sse |
- | - | - | - | 34, 46 5 |
56, 468 |
34, 46 5 |
56, 468 |
| s h eld fo le No ent set n-c urr as r sa |
- | - | - | - | 10, 114 |
12, 40 3 |
10, 114 |
12, 40 3 |
| Tot al c ent set urr as s |
174 ,41 1 |
242 ,5 35 |
4, 042 |
5, 62 1 |
44, 579 |
68, 87 1 |
223 032 , |
317 027 , |
| To tal set as s |
1, 01 2,7 50 |
1, 26 0, 86 3 |
4, 04 2 |
5, 62 1 |
12 0, 98 3 |
14 7, 30 0 |
1,1 37 ,77 5 |
1,4 13, 78 4 |
| Th and f E ous s o uro s |
||||||||
|---|---|---|---|---|---|---|---|---|
| Oils | Oth Bus ine er sse s |
Ce al S ice ntr erv s |
Co nso |
lida ted |
||||
| 20 16 |
20 15 |
20 16 |
20 15 |
20 16 |
20 15 |
20 16 |
20 15 |
|
| Tot al e ity qu |
- | - | - | - | 32 8, 85 8 |
50 6, 27 1 |
32 8, 85 8 |
50 6, 27 1 |
| Int st- bea ring lia bili tie ere s de and her ble Tra ot pa ya s Oth liab iliti er es lia bili s h eld fo le No ent tie n-c urr r sa al l iab iliti Tot es |
- 66, 150 - - 66, 150 |
- 130 843 , - - 130 843 |
- 1,5 57 - - 1,5 57 |
- 3, 080 - - 3, 080 |
562 ,5 95 - 177 ,55 4 06 1, 1 210 74 1, |
57 1,5 28 - 200 91 1 , 1,1 51 773 90 ,5 |
562 ,5 95 67, 707 177 ,55 4 06 1, 1 808 917 |
57 1,5 28 133 923 , 200 91 1 , 1,1 51 907 3 ,51 |
| To tal uit nd lia bil itie eq y a s |
66 ,15 0 |
, 13 0, 84 3 |
1,5 57 |
3, 08 0 |
1, 07 0, 06 8 |
1, 27 9, 86 1 |
, 1,1 37 ,77 5 |
1,4 13, 78 4 |
| Th and f E ous s o uro s |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sou the rn |
Eur ope |
No rth ern |
Eu rop e |
No rth |
Am eric a |
Int atio ern |
nal Ma rke ts |
Op | tive era |
Co nso |
lida ted |
|
| 20 16 |
20 15 |
20 16 |
20 15 |
20 16 |
20 15 |
20 16 |
20 15 |
20 16 |
20 15 |
20 16 |
20 15 |
|
| Rev fro -Gr sto enu es m non oup cu me rs Tot al n t a ts: on- cur ren sse P ert lan t a nd ent d |
323 058 , |
414 284 , |
101 ,7 86 |
117 693 , |
164 32 1 , |
175 944 , |
106 048 , |
109 363 , |
- | - | 695 213 , |
817 284 , |
| ipm rop p equ an y, inv est nt ty me pro per In ible nd dw ill tan set g as s a goo |
3,7 09 206 378 , |
2, 316 282 ,5 32 |
1,4 11 81, 026 |
1,4 35 124 970 , |
4, 842 367 819 , |
5, 012 374 ,4 99 |
1,5 69 117 ,74 3 |
1, 604 118 304 , |
51, 227 6, 912 |
111 212 , 6, 912 |
62, 758 779 878 , |
121 ,75 9 907 217 , |
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.
• EBITDA
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.
| EBITDA | |
|---|---|
| Thousands of Euros | 2016 |
| Profit (Loss) from operations | (164,795) |
| Depreciation and amortisation charge (Notes 6 & 7) | 20,236 |
| Impairment and gains or losses on disposal of non-current assets and non-current assets | |
| classified as held for sale and other | 37,849 |
| Impairment of intangible assets and property, plant and equipment (Notes 6 & 7) | 119,213 |
| Non-recurring income and expenses (*) | 33,620 |
| 46,123 |
(*) The detail of the non-recurring expenses recognised under each line item in the consolidated statement of profit or loss 2016 is as follows:
| Thousands of Euros | 2016 |
|---|---|
| Revenue | 4,093 |
| Cost of raw materials and other consumables used | 6,864 |
| Staff costs | 5,248 |
| Other operating expenses | 17,415 |
| 33,620 |
In conceptual terms, non-recurring items are considered to be those mainly associated with:
Comprehensive redesign of the quality area with new standards and processes as a result of the quality crisis in Italy and the related impact.
Comprehensive redesign of the Group's global model, affecting processes, systems and structure, which will make it possible to maintain a more robust growth-oriented business.
Non-recurring provisions.
corresponding to other non-recurring income and expenses, since none of these variables represents a cash flow and each may vary substantially from one company to another depending on accounting policies and the carrying amount of assets.
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 indebtedness 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 | |
| 2016 | |
| Non-current bank borrowings (Note 18) | 501,019 |
| Current bank borrowings (Note 18) | 16,785 |
| Financial liabilities due to issue of marketable securities (Note 18) | 42,453 |
| Other non-current financial liabilities (Note 18) | 2,338 |
| Less - Cash and cash equivalents (Note 15) | (23,406) |
| Less - deposits recognised as other current financial assets (Note 10) | (6,163) |
| Total net financial debt | 533,026 |
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 | 2016 |
|---|---|
| Inventories (Note 12) | 102,794 |
| Trade and other receivables (Note 13) | 75,659 |
| Trade and other payables (Note 19) | (67,707) |
| Total working capital | 110,746 |
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 2014. In addition, the agreement establishes a series of limits on the transactions that the Group can perform (see Note 18.1).
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 Group has various investments in foreign operations, the net assets of which are exposed to foreign currency risk. Foreign currency fluctuations of the financial investments denominated in currencies other than the euro are recognised as translation differences in consolidated equity
The Group's Economic and Financial Department is responsible for managing the net cash position in foreign currencies using foreign currency forward contracts in accordance with the parameters and limits established in the financing agreement. Additionally, at Group level, foreign currency contracts arranged with third-party non-Group companies are designated as foreign currency hedges on certain assets, liabilities or future transactions.
To control the foreign currency risk, the Group uses currency forwards.
Wherever possible the Group closes transactions with third-parties in euros (mainly raw material purchases), which are the most significant within the Group.
Following is the detail of the Group's exposure to foreign currency risk at 31 December 2016 and 2015. 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 | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2016 | ||||||||
| Mexican | Australian | Canadian | ||||||
| US Dollar | Peso | Dollar | Dollar | Total | ||||
| Trade and other receivables | 5,401 | 3,088 | 2,636 | 1,718 | 12,843 | |||
| Cash and cash equivalents | 7 | 293 | 248 | 1,219 | 1,767 | |||
| Total current assets | 5,408 | 3,381 | 2,884 | 2,937 | 14,610 | |||
| Total assets | 5,408 | 3,381 | 2,884 | 2,937 | 14,610 | |||
| Trade and other payables | 3,656 | 259 | 263 | 410 | 4,588 | |||
| Total current liabilities | 3,656 | 259 | 263 | 410 | 4,588 | |||
| Total liabilities | 3,656 | 259 | 263 | 410 | 4,588 | |||
| Gross balance sheet exposure | 1,752 | 3,122 | 2,621 | 2,527 | 10,022 |
| Thousands of Euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2015 | ||||||||
| Mexican | Pound | Australian | Canadian | |||||
| US Dollar | Peso | Sterling | Dollar | Dollar | Total | |||
| Trade and other receivables | 6,297 | 3,685 | 472 | 3,542 | 3,177 | 17,173 | ||
| Cash and cash equivalents | 565 | 382 | 28 | 111 | 1,130 | 2,216 | ||
| Total current assets | 6,862 | 4,067 | 500 | 3,653 | 4,307 | 19,389 | ||
| Total assets | 6,862 | 4,067 | 500 | 3,653 | 4,307 | 19,389 | ||
| Trade and other payables | 4,786 | 450 | 27 | 528 | 956 | 6,747 | ||
| Total current liabilities | 4,786 | 450 | 27 | 528 | 956 | 6,747 | ||
| Total liabilities | 4,786 | 450 | 27 | 528 | 956 | 6,747 | ||
| Gross balance sheet exposure | 2,076 | 3,617 | 473 | 3,125 | 3,351 | 12,642 |
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 Economic and Financial 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, which forms part of the Group's Treasury 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 2016 Deoleo's and Carapelli's percentage of sales cover was over 90% in both cases, while the credit loss levels were 0.02% of sales.
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 2016 and 2015. The tables below reflect the analysis of the maturities of the financial assets not impaired at 31 December 2016 and 2015.
| 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) | - | - | - | 899 | 899 | ||
| Available-for-sale financial assets measured at cost: | |||||||
| Of which, fixed-rate (Note 10) | - | - | - | 170 | 170 | ||
| Derivative financial instruments (Note 10) | 11 | - | - | - | 11 | ||
| Trade and other receivables: | |||||||
| Of which, fixed-rate (Notes 13 and 14) | 74,955 | 185 | 3,517 | - | 78,657 | ||
| Of which, floating-rate (Note 10) | - | - | - | 5,076 | 5,076 | ||
| Other financial assets (Note 10) | 6,194 | - | - | - | 6,194 | ||
| Total assets | 81,160 | 185 | 3,517 | 6,145 | 91,007 |
| Thousands of Euros | ||||
|---|---|---|---|---|
| More than 6 | ||||
| Months and | ||||
| Within 3 | Less than 1 | More than 1 | ||
| Months | Year | Year | Total | |
| Held-to-maturity investments: | ||||
| Of which, fixed-rate (Note 10) | - | - | 371 | 371 |
| Available-for-sale financial assets measured at cost: | ||||
| Of which, fixed-rate (Note 10) | - | - | 173 | 173 |
| Derivative financial instruments (Note 10) | 551 | - | - | 551 |
| Trade and other receivables: | ||||
| Of which, fixed-rate (Notes 13 and 14) | 108,071 | 8,583 | - | 116,654 |
| Of which, floating-rate (Note 10) | - | - | 5,142 | 5,142 |
| Other financial assets (Note 10) | 30 | 4,450 | - | 4,480 |
| Total assets | 108,652 | 13,033 | 5,686 | 127,371 |
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 factoring lines which have not been drawn down in full) to cover its working capital needs.
Operating within the scope of the refinancing agreement establishes certain limitations with regard to the arrangement of new lines or transactions which entail the assumption of new levels of borrowing. The Company is required to meet a series of very strict requirements as regards compliance with obligations; principal repayment amounts in accordance with a predefined repayment schedule which may mean that its future liquidity capacity in its ordinary operating activities may be reduced.
Following is the detail of the Group's exposure to liquidity risk at 31 December 2016 and 2015. 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 | 1 to 5 | After 5 | ||
| Month | Months | to 1 year | Years | Years | Total | |
| Financial liabilities due to issue of debt instruments and other marketable securities: Of which, floating-rate (Note 18) Financial liabilities with banks: Of which, floating-rate (Note 18) Trade and other payables: |
- - |
- - |
- 15,699 |
- 501,019 |
42,453 - |
42,453 516,718 |
| Of which, fixed-rate (Note 19) | 28,893 | 34,044 | 4,770 | - | - | 67,707 |
| Other financial liabilities (Note 18) | - | 817 | 2,338 | - | - | 3,155 |
| Derivative financial instruments (Note 18) | - | - | 269 | - | - | 269 |
| 28,893 | 34,861 | 23,076 | 501,019 | 42,453 | 630,302 |
| Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| Within 1 | 1 to 3 | 3 Months | 1 to 5 | After 5 | ||
| Month | Months | to 1 year | Years | Years | Total | |
| Financial liabilities due to issue of debt instruments and other marketable securities: Of which, floating-rate (Note 18) Financial liabilities with banks: Of which, floating-rate (Note 18) |
- - |
- - |
- 19,541 |
- 497,877 |
42,099 - |
42,099 517,418 |
| Trade and other payables: | ||||||
| Of which, fixed-rate (Note 19) | 33,454 | 100,441 | 28 | - | - | 133,923 |
| Other financial liabilities (Note 18) | - | - | 2,589 | 3,414 | - | 6,003 |
| Derivative financial instruments (Note 18) | - | - | 6,008 | - | - | 6,008 |
| 33,454 | 100,441 | 28,166 | 501,291 | 42,099 | 705,451 |
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 2016, 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 19,077 thousand (2015: approximately EUR 19,445 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 2016.
On 26 January 2017, the Parent's Board of Directors resolved to initiate a collective redundancy procedure ("ERE") on productivity and organisational grounds. On 13 March 2017, an agreement was reached that entails the termination of the employment contracts of 65 employees providing services in Spain and will give rise to termination benefit costs of EUR 4 million.
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 rules.
Detail of the Subsidiaries at 31 December 2016 and 2015
| Company Name | Location | Business Activity | Auditors | Shareholder Company | % of Ownership |
|---|---|---|---|---|---|
| Rústicas Monte Branco, S.A. (1) Deoleo Industrial México, S.A. de C.V. Córdoba Veracruz |
Beja (Portugal) (Mexico) |
Agricultural exploitation Purchase and sale, import, export, processing, preparation and marketing of |
- Deloitte (México) |
Deoleo, S.A. Deoleo, S.A. |
100.00 |
| Mercadeo de Productos Alimenticios, S.A. de C.V. |
Mexico City, Mexico |
rice and other food and agricultural products Marketing and distribution of food and agricultural |
- | Deoleo Industrial México, S.A. de C.V. |
100.00 |
| Deoleo Comercial Mexico, S.A. de C.V. | Mexico City, Mexico |
products Marketing and distribution of food and agricultural |
Deloitte (México) |
Deoleo, S.A. | 99.90 |
| Deoleo Antilles Guyane, S.A. | Mana (French | products Marketing, distribution and |
- | Deoleo, S.A. | 99.90 |
| Compagnie Rizicole de L'Ouest | Guiana) Mana (French |
export of food products Production and marketing of |
- | Deoleo, S.A. | 100.00 |
| Guyanais, S.A. Cama, S.A. |
Guiana) Mana (French |
rice and other food products Production and marketing of |
- | Deoleo, S.A. | 99.98 |
| Cimariz, S.A. | Guiana) Mana (French |
food products Production and marketing of |
- | Deoleo, S.A. | 100.00 |
| Cetro Aceitunas, S.A. | Guiana) Pilas (Seville) |
food products Production and distribution of |
- | Deoleo, S.A. | 86.91 |
| Carbonell do Brasil, S.A. | food products Sao Paulo (Brazil) Marketing and distribution of |
- | Deoleo, S.A. | 100.00 | |
| Carbonell UK, Ltd. | East Molesey, Surrey (UK) |
food products Marketing and distribution of food products |
- | Deoleo, S.A. | 100.00 100.00 |
| Aceica Refinería, S.L. | Las Palmas de Gran Canaria |
Marketing and distribution of food products |
- | Deoleo, S.A. | 100.00 |
| Cogeneración de Andujar, S.A. Deoleo Preferentes, S.A.U. |
Andujar (Jaén) Rivas Vaciamadrid |
Electricity cogeneration Issue of preference shares |
- Deloitte, S.L. |
Deoleo, S.A. Deoleo, S.A. |
100.00 |
| Carapelli Firenze, S.p.A. Deoleo Australia Pty Ltd. |
(Madrid) Milan (Italy) East Gosford |
Oil production and marketing Marketing of bottled oil |
Deloitte (Italy) Deloitte |
Deoleo, S.A. Carapelli Firenze, S.p.A. |
100.00 100.00 |
| Minerva USA Ltd. | (Australia) Fort Lee, New |
Marketing of bottled oil | (Australia) - |
Carapelli Firenze, S.p.A. | 100.00 |
| Carapelli Firenze USA, Inc. Carapelli USA, LLC |
Jersey (US) Delaware (US) |
New Jersey (US) Holding company Marketing of bottled oil |
- - |
Carapelli Firenze S.p.A Carapelli Firenze S.p.A |
100.00 100.00 |
| (39.36%) y Carapelli Firenze USA Inc (1164%) y Deoleo USA Inc (49%) |
100.00 | ||||
| Aceites Ibéricos ACISA, S.A. | Alcolea (Córdoba) Production and distribution of food products |
- | Deoleo, S.A. | 100.00 | |
| Cambium Rice Investments, S.L. Aceites Elosúa, S.A. |
Rivas Vaciamadrid | Rivas Vaciamadrid Holding company Marketing and distribution of |
- - |
Deoleo, S.A. Deoleo, S.A. |
100.00 |
| Salgado USA, Inc. | (Madrid) New York (US) |
food products Marketing and distribution of |
- | Deoleo, S.A. | 100.00 |
| Deoleo USA, Inc | Houston (US) | food products Marketing and distribution of food products |
Deloitte (USA) | Deoleo, S.A. | 100.00 100.00 |
| Deoleo Canadá, Inc. | Toronto (Canada) Marketing and distribution of food products |
- | Deoleo, S.A. | 100.00 | |
| Carapelli Belgium, B.V. | Brussels (Belgium) |
Marketing of food products | Deloitte (Belgium) |
Deoleo, S.A. | 100.00 |
| Deoleo Deutschland, GmbH | Frankfurt (Germany) |
Marketing of bottled oil | Deloitte (Germany) |
Deoleo, S.A. | 100.00 |
| Deoleo, B.V. | Amsterdam (The Netherlands) |
Marketing and distribution of food products |
- | Deoleo, S.A. | 100.00 |
| Sevilla Rice Company, S.A. (2) | Rivas Vaciamadrid (Madrid) |
Purchase and sale, processing, preparation and marketing of rice and other food and |
- | Deoleo, S.A. | |
| Deoleo India Private, Ltd. | India | agricultural products Oil production and marketing |
Deloitte (India) | Deoleo, S.A. (99%) y | 75.00 |
| Deoleo South East Asia Sdn. Bhd. | Malaysia | Oil production and marketing | Deloitte (Malaysia) |
Aceites Elosua, S.A. (1%) Deoleo, S.A. |
100.00 100.00 |
| Shangai Deoleo Trading Co., Ltd. | China | Oil production and marketing | Shanghai Pengfu |
Deoleo, S.A. | 100.00 |
| Deoleo Colombia, SAS | Colombia | Marketing and distribution of food products |
Deloitte (Colombia) (2) |
Deoleo, S.A. | 100.00 |
| Deoleo Middle East DMCC | Dubai | Oil production and marketing | TGS Koya Chartered Accountants (3) |
Deoleo, S.A. | 100.00 |
(1) Liquidated in 2016
(2) Unaudited at 31 December 2015
(3) Audited by Deloitte Dubai at 31 December 2015 This Appendix is an integral part of Note 2.6.1. to the consolidated financial statements for 2016, and should be read in conjunction.
2016 Directors' Report
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.
The Group has two production centres in Spain and Italy.
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 2016, the Parent's Board of Directors was composed of 13 members, of whom nine were proprietary directors, two were independent directors and the remaining two were executive directors.
The following committees form part of the Board of Directors, the composition of which at 31 December 2016 was as follows:
• Audit and Control Committee, comprising three members, which holds ordinary 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 is regulated in the Board Regulations.
Regarding the composition of the managing bodies and their related Executive Committees, from 31 December 2016 to the date of authorisation for issue of these consolidated financial statements no changes took place.
(*) See Annual Corporate Governance Report for 2016, available on CNMV website (www.cnmv.es) and Deoleo website (www.deoleo.com).
In 2016 the investments in property, plant and equipment for the oil business related mainly to the extension and adaptation of machinery on the packaging lines at the Alcolea plant (Córdoba). Also, new furniture was acquired, as well as new IT equipment and servers in order to support the investments made in computer software
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.
| CONSOLIDATED STATEMENT OF PROFIT OR LOSS | ||||
|---|---|---|---|---|
| Thousands of Euros | 31/12/16 | % | 31/12/15 | |
| Sales | 695,213 | -14.9% | 817,284 | |
| EBITDA EBITDA/Sales |
46,123 6,6% |
29.7% | 35,555 4.4% |
|
| LOSS BEFORE TAX LOSS FOR THE YEAR |
(199,206) (179,364) |
185.5% 192.5% |
(69,776) (61,321) |
In accordance with the strategic decision to focus on profitable sales, sales volume dropped by approximately 22%, whereas the value of sales increased by 15% with respect to 2015, indicating the gradual transfer of raw material prices to the price of the product sold, with the resulting recovery in margins.
At 2016 year-end the loss in value suffered by certain assets was estimated using impairment testing. As a result, and taking into account the various regulatory changes of a tax nature approved by the Spanish government at the end of 2016, the Group's total losses in 2016 amounted to EUR 179,364 thousand.
The short harvest forecast in Italy and Tunisia, combined with the delay in the Spanish harvest, placed further upward pressure on raw material prices, in both the fourth quarter and for the year as a whole, and the year closed with prices well above EUR 3 across the range of olive oil qualities.
At the date of writing this report, Extra Virgin olive oil prices had continued to rise and this oil was trading at around EUR 4/Kg, signifying an additional increase of 14.3% in the first two months of 2017.
With just a few months to go till the end of the harvest, we estimate production in Spain of between 1,250,000 and 1,400,000 tonnes, which is in line with that for the previous season.
According to data published by Nielsen, consumption fell in Spain due to the high prices and there was an appreciable switch in consumption to the seed oil market (+4.3%). This situation is a traditional response in a context of high olive oil prices.
In Italy olive oil consumption in the year was negatively affected by the quality crisis at the end of 2015.
At the date of writing this report, on a year-on-year basis (2016-2015), the change in prices in Spain (POOLred Data) was as follows:
| Raw Material: Olive Oil Prices - Spain |
|||||
|---|---|---|---|---|---|
| EUR/Tonne Dec-16 Sept-16 % Quarter Dec-15 % Year |
|||||
| Extra virgin | 3,504 | 3,200 | 9.5% | 3,305 | 6.0% |
| Lampante | 3,199 | 3,052 | 4.8% | 2,981 | 7.3% |
Average prices published by POOLred
According to data published by Nielson, consumption fell in Spain due to the high prices in 2016. The detail of this decrease is as follows (Nielsen data):
| Olive Oil Consumption - Principal Markets | ||||
|---|---|---|---|---|
| (millions of litres) | 2016 | 2015 | % Change | |
| Spain | 308.0 | 317.8 | -3.1% | |
| Italy | 186.0 | 207.0 | -10.1% | |
| US | 128.7 | 122.6 | 5.0% | |
| Nielsen |
Set forth below are the main line items from the consolidated balance sheet and the ROCE for the last three years on a like-for-like basis.
| Millions of Euros | 31.12.2016 | 31.12.2015 | Change |
|---|---|---|---|
| Non-current Assets | 914.7 | 1,096.8 | (16.6%) |
| Working Capital | 110.7 | 114.2 | (3.1%) |
| Equity | 328.7 | 505.8 | (35.0%) |
| Net Financial Debt | 533.0 | 524.9 | 1.5% |
At 31 December 2016, the Parent's share capital was represented by 1,154,677,949 fully subscribed and paid shares of EUR 0.38 par value each, represented by book entries.
At 31 December 2016, the Company did not have any treasury shares.
In 2016 no transactions were performed with the Parent's shares.
The Group has set in motion a plan to redefine its operating model which affects its industrial base, the resources required for efficient operations and the adaptation of the Group's assets to the current business reality.
This plan will act as a springboard to relaunch Deoleo's business and make it a consumer-focused company, based on the quality of its products, with a responsive, efficient and transparent organisation, thus enabling it to compete successfully in the identified strategic markets.
A description of the main measures currently underway is provided in Note 2.7 to the consolidated financial statements for 2016.
The Group's operations are governed by the laws on environmental protection ("environmental laws") and workers' safety and health ("occupational safety laws"). The Group considers that it is complying with these laws and 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 2016.
On 26 January 2017, the Board of Directors resolved to initiate a collective redundancy procedure ("ERE") on productivity and organisational grounds. On 13 March 2017, an agreement was reached that entails the termination of the employment contracts of 65 employees providing services in Spain and will give rise to estimated termination benefit costs of approximately EUR 4 million.
The most relevant potential risks in the Deoleo Group and the response and monitoring plans are as follows:
1) Compliance risks: in view of the nature of these risks, management thereof should basically be anticipatory 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. These risk will be managed at Group company level with the support of Deoleo's corporate units.
• Regulatory non-compliance risk: 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 and, to the extent feasible, anticipating these sources and exerting an influence thereon.
The Group maintains a quality, environmental and food safety management system that meets the requirements of, inter alia, 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). Most of the Group's production centres located in Spain and Italy are certified pursuant to the aforementioned standards.
The Group's Global Insurance Programme has taken out several insurance policies that cover, among others, the risks relating to food safety and environmental damage.
• Tax risks: the Group manages its tax risks in conjunction with tax advisory firms of recognised prestige in most of the countries in which it operates; it also requests these firms to provide advisory services when the circumstances so require.
2) Financial risks: 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.
• Cash flow and fair value interest rate risk. The Group has arranged certain interest rate hedges.
• 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.
• 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. As a result, the Group maintains reasonable levels of liquidity and has additional available funding through the use of recourse and non-recourse factoring lines and working capital financing facilities. Given the dynamic nature of the core businesses, the Group's Financial Department aims to maintain flexible financing by ensuring the availability of the sources of financing arranged.
• Financial covenants: The Group's Financial Department monitors compliance with these commitments.
• Credit risk: the Group implements internal customer risk management procedures and takes out insurance policies with leading companies with high credit ratings to ensure that products are sold to customers with a suitable track record of creditworthiness.
The Credit Department, which forms part of the Group's Treasury Department, has internal procedures in place for the periodic analysis and monitoring of customer credit levels, in order to ensure that sales are carried out with customers with a suitable credit history. Also, certain of the main Group companies have taken out credit insurance on accounts receivable, with a coverage of around 90%. Internal customer risk management procedures are implemented and insurance policies are arranged with leading companies with high credit ratings.
3) Operating risks: the Group's business process management must consider the following: (i) its design in terms of efficiency and effectiveness, envisaging controls that mitigate the risks; (ii) its structure involving management systems based on benchmark international standards (best practices), including periodic verification and improvement; (iii) arranging coverage by means of insurance policies for such claims as might arise; and (iv) limiting the impact of significant fluctuations in raw material prices using the mechanisms deemed most appropriate in each case.
• Raw material supply and price fluctuation risk: In the course of 2016 the availability of certain qualities of raw material (olive oil) fell dramatically. This circumstance was managed through the implementation of the following actions:
the adaptation of the supply sources so as to diversify the pool of suppliers.
the shortening of the supply chain, seeking more direct routes to approach or contact producers.
the strengthening of quality processes.
the improvement of the demand planning model, with a direct effect on optimisation of all purchasing processes and their coverage.
• Reputational risk: in 2016 we made the required investments in order to carry out the comprehensive redesign of the quality and process areas, and received expert specialist advice. Investments were also made to bring all our products into line with the highest quality standards, by increasing the control systems in place from when products are at our plants and warehouses to when they are delivered to our customers.
Commitment to innovation is the strategic pillar in which the Deoleo Group confides 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 2016 the R&D team continued its work in developing new products, supporting the industrial area in order to optimise industrial processes, fine-tuning new analytical methods and cooperating with the Marketing Department to find new ways to differentiate our products.
The R&D+i activities to develop new products in 2016 can be grouped together in the following areas:
The average period of payment to suppliers in 2016 was 59 days (2015: 57 days).
As disclosed in Note 19 to these consolidated financial statements, as a result of the oral 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 is 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 | 2016 | 2015 |
|---|---|---|
| Closing price (EUR) | 0.23 | 0.23 |
| Period high (EUR) | 0.26 | 0.47 |
| Date of high | 12-dic | 6-may |
| Period low (EUR) | 0.155 | 0.23 |
| Date of low | 24-jun | 31-dic |
| Period average (EUR) | 0.205 | 0.37 |
| Total volume of shares traded (thousands) | 331,624 | 307,989 |
| Daily volume of shares traded (thousands) | 1,290 | 1,203 |
| Effective total volume traded (millions of euros) | 68,808 | 119,245 |
| Average effective daily volume traded (thousands of euros) | 268 | 466 |
| Number of shares (millions) | 1,155 | 1,155 |
| Stock market capitalisation at end of period (millions of euros) | 266 | 266 |
Pursuant to the terms and conditions of the syndicated loan arranged by the Group in 2016, unless authorisation is received from the creditor banks, dividends may not be distributed until the loan has been repaid in full.
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 consolidated financial statements, consolidated income statement, consolidated statements of changes in equity, consolidated statement of cash flows and the consolidated Directors´ report for the year ended 31 December 2016, prepared by the Board of Directors, which comprises 80 single-sided pages, and (ii) the annual corporate governance report (Spanish version), presented on 63 single-sided pages, all of them signed by the Secretary and with the signature of all Board members on this page and the following.
Madrid, 28 March 2017
Manuel Pacheco Manchado
Rosalía Portela de Pablo Manuel Atencia Robledo (Chairperson) (Vice-chairperson)
(Chief Executive Officer) (María Teresa Sáez Ponte)
Pierluigi Tosato Unicaja Banco, S.A.U.
Daniel Klein
Sinpa Holding, S.A. Pedro Barato Triguero
Theatre Directorship Services Beta, S.a.r.l Theatre Directorship Services Gama, S.a.r.l (Javier de Jaime Guijarro) (Santiago Ramírez Larrauri)
Theatre Directorship Services Delta, S.a.r.l Fernando Valdés Bueno (Pablo Costi Ruiz)
Francisco Javier López García Asenjo Vilas Advisory Group, S.L.
(José María Vilas Aventín)
Gianluca Bolla
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 2016, 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, 28 March 2017
Manuel Pacheco Manchado
Rosalía Portela de Pablo Manuel Atencia Robledo (Chairperson) (Vice-chairperson)
(Chief Executive Officer) (María Teresa Sáez Ponte)
Pierluigi Tosato Unicaja Banco, S.A.U.
Sinpa Holding, S.A. Pedro Barato Triguero Daniel Klein
(Javier de Jaime Guijarro) (Santiago Ramírez Larrauri)
Theatre Directorship Services Beta, S.a.r.l Theatre Directorship Services Gama, S.a.r.l
Theatre Directorship Services Delta, S.a.r.l Fernando Valdés Bueno (Pablo Costi Ruiz)
Francisco Javier López García Asenjo Vilas Advisory Group, S.L.
(José María Vilas Aventín)
Gianluca Bolla
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