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Cembre — Interim / Quarterly Report 2018
Sep 12, 2018
4425_ir_2018-09-12_f8ba09fb-ad93-4004-a091-e7de9babc355.pdf
Interim / Quarterly Report
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Cembre S.p.A.
Head Office: Via Serenissima 9, Brescia, Italy Share Capital: EUR 8,840,000 (fully paid-up). Registration no: 00541390175 (Commercial Register of Brescia)
This document contains translations of the consolidated interim report prepared in the Italian language for the purpose of the Italian law and of CONSOB regulations (CONSOB is the public authority responsible for regulating the Italian securities market)
CONTENTS
| Group Structure |
1 |
|---|---|
| 1st Half Consolidated Interim Report of the Cembre Group for the of 2018 |
2 |
| Attachment 1: Comparative Consolidated Income Statement |
16 |
| Attachment 2: Corporate Boards |
17 |
| Condensed Consolidated Financial Statements at June 30, 2018 |
|
| Consolidated Statement of Financial Position |
19 |
| Statement of Consolidated Comprehensive Income |
20 |
| Consolidated Statement of Cash Flows |
21 |
| Statement of Changes in the Consolidated Shareholders' Equity Notes to the accounts |
22 23 |
| Certification of the Condensed Consolidated Financial Statements at June 30, 2018 pursuant to article 81‐ter of CONSOB Regulation no.11971/99 |
49 |
Report of the Independent Auditors on the limited audit 50
Group Structure
Report on Operations for the 1st Half of 2018
Operating Review
On May 3rd, 2018, effective May 1st, 2018, wholly‐owned German subsidiary Cembre GmbH acquired the entire capital stock of two companies with offices in Weinstadt, near Stuttgart: IKUMA GmbH & Co.KG ("IKUMA KG"), a company active on the German market in the electrical equipment sector and IKUMA Verwaltungs GmbH, a non‐operating company whose only activity is to manage and provide strategic advice to IKUMA KG. For more details on this operation please refers to paragraph "IV. Acquisition" of Notes.
Starting from the date of the acquisition, the two acquired companies were included in the consolidation of the Cembre Group and results for the 1st Half of 2018 therefore include those of IKUMA KG and IKUMA Verwaltungs.
In the 1st Half of 2018 sales of the Cembre Group grew, as the good results of the 1st Quarter of the year were confirmed in the 2nd Quarter, bringing the Group'stotal turnover to €73.3 million, up 10.1% on €66.6 million in the 1st half of 2017. Sales of IKUMA KG for the period amounted to €1.4 million (from 01.05.2018 to 30.06.2018). Excluding this contribution, sales for the period would have been up 7.9% on the corresponding period in 2017.
The breakdown of consolidated sales by geographical area shows a growth in the Italian market, with sales up by 11.7% to €31.3 million, sales to other European countries up by 9.7% to €30.7 million, and sales to the rest of the world growing by 6.7% to €11.2 million. In the 1st Half of 2018, 42.2% of Group sales were represented by Italy (as compared with 42.1% in the 1st Half of 2017), 41.9% by the rest of Europe (42.1% in the 1st Half of 2017), and the remaining 15.3% by the rest of the World (15.8% in the 1st Half of 2017).
| (€'000) | 1st Half 2018 |
1st Half 2017 |
Change | 1st Half 2016 |
1st Half 2015 |
1st Half 2014 |
1st Half 2013 |
1st Half 2012 |
1st Half 2011 |
1st Half 2010 |
1st Half 2009 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Italy | 31,349 | 28,055 | 11.7% | 25,446 | 25,312 | 22,194 | 19,309 | 20,968 | 24,819 | 19,121 | 15,074 |
| Rest of Europe | 30,718 | 28,014 | 9.7% | 26,250 | 26,283 | 26,100 | 23,995 | 23,841 | 22,168 | 18,958 | 18,466 |
| Rest of the World | 11,228 | 10,527 | 6.7% | 10,989 | 11,442 | 8,319 | 8,955 | 8,412 | 6,848 | 5,362 | 4,592 |
| Total | 73,295 | 66,596 | 10.1% | 62,685 | 63,037 | 56,613 | 52,259 | 53,221 | 53,835 | 43,441 | 38,132 |
Sales by geographical area
In the 1st Half of 2018 the parent company and its foreign subsidiaries registered an increase in euro sales with the exception of the German subsidiary.
| (€'000) | 1st Half 2018 |
1st Half 2017 |
Change | 1st Half 2016 |
1st Half 2015 |
1st Half 2014 |
1st Half 2013 |
1st Half 2012 |
1st Half 2011 |
1st Half 2010 |
1st Half 2009 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Parent Company | 40,680 | 37,303 | 9.1% | 35,226 | 34,732 | 29,098 | 26,607 | 28,308 | 31,873 | 24,496 | 20,064 |
| Cembre Ltd. (UK) | 9,320 | 8,883 | 4.9% | 9,313 | 9,979 | 10,636 | 9,541 | 9,086 | 6,759 | 5,500 | 5,933 |
| Cembre S.a.r.l. (F) | 5,270 | 5,025 | 4.9% | 4,836 | 4,300 | 4,292 | 4,037 | 4,081 | 3,846 | 3,157 | 3,197 |
| Cembre España S.L.U. (E) | 5,366 | 5,093 | 5.4% | 4,084 | 4,406 | 3,567 | 3,167 | 3,093 | 3,929 | 4,333 | 3,790 |
| Cembre GmbH (D) | 4,041 | 4,319 | ‐6.4% | 3,824 | 3,633 | 3,762 | 3,535 | 4,018 | 3,896 | 2,981 | 2,366 |
| IKUMA KG (D) | 1,450 | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. |
| Cembre AS (NOR) (Wound up in 2016) |
n.a. | n.a. | n.a. | 23 | 591 | 450 | 412 | 528 | 424 | 469 | 321 |
| Cembre Inc. (USA) | 7,168 | 5,973 | 20.0% | 5,379 | 5,396 | 4,808 | 4,960 | 4,107 | 3,108 | 2,505 | 2,461 |
| Total | 73,295 | 66,596 | 10.1% | 62,685 | 63,037 | 56,613 | 52,259 | 53,221 | 53,835 | 43,441 | 38,132 |
Revenues by Group company (net of intragroup sales)
In the 1st Half of 2018, Group companies reported the following results, before the
consolidation:
| Sales | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (€'000) | 1st Half 2018 |
1st Half 2017 |
Change | 1st Half 2016 |
1st Half 2015 |
1st Half 2014 |
1st Half 2013 |
1st Half 2012 |
1st Half 2011 |
1st Half 2010 |
1st Half 2009 |
| Parent Company | 57,790 | 52,215 | 10.7% | 49,264 | 48,817 | 42,969 | 39,071 | 41,385 | 43,034 | 33,823 | 28,713 |
| Cembre Ltd. (UK) | 10,520 | 9,504 | 10.7% | 10,047 | 10,779 | 11,572 | 10,394 | 9,970 | 7,842 | 6,197 | 6,485 |
| Cembre S.a.r.l. (F) | 5,275 | 5,031 | 4.8% | 4,845 | 4,303 | 4,300 | 4,080 | 4,089 | 3,856 | 3,161 | 3,207 |
| Cembre España S.L.U. (E) | 5,370 | 5,093 | 5.4% | 4,084 | 4,413 | 3,568 | 3,167 | 3,455 | 3,930 | 4,334 | 3,790 |
| Cembre GmbH (D) | 4,077 | 4,365 | ‐6.6% | 3,846 | 3,673 | 3,796 | 3,666 | 4,029 | 3,909 | 2,997 | 2,499 |
| IKUMA Verw. GmbH (D) | 55 | , | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | |
| IKUMA KG (D) | 1,450 | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. |
| Cembre AS (NOR) (Wound up in 2016) |
‐ | ‐ | n.a. | 196 | 591 | 450 | 412 | 528 | 430 | 469 | 321 |
| Cembre Inc. (USA) | 7,169 | 5,979 | 19.9% | 5,400 | 5,701 | 4,914 | 4,976 | 4,155 | 3,109 | 2,517 | 2,417 |
| Net profit | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (€'000) | 1st Half 2018 |
1st Half 2017 |
Change | 1st Half 2016 |
1st Half 2015 |
1st Half 2014 |
1st Half 2013 |
1st Half 2012 |
1st Half 2011 |
1st Half 2010 |
1st Half 2009 |
| Parent Company | 12,757 | 10,496 | 21.5% | 9,275 | 9,283 | 6,807 | 4,305 | 5,635 | 6,153 | 4,835 | 2,181 |
| Cembre Ltd. (UK) | 854 | 2,997 | ‐71.5% | 1,049 | 1,182 | 1,391 | 1,139 | 1,123 | 635 | 393 | 595 |
| Cembre S.a.r.l. (F) | 307 | 236 | 30.1% | 160 | 211 | 183 | 166 | 100 | 165 | 74 | 213 |
| Cembre España S.L.U. (E) | 148 | 289 | ‐48.8% | (40) | 264 | 161 | 69 | (276) | (31) | 197 | 153 |
| Cembre GmbH (D) | 139 | 288 | ‐51.7% | 166 | 94 | 197 | 98 | 278 | 304 | 156 | 84 |
| IKUMA Verw. GmbH (D) | ‐ | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. |
|---|---|---|---|---|---|---|---|---|---|---|---|
| IKUMA KG (D) | 201 | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. |
| Cembre AS (NOR) (Wound up in 2016) |
n.a. | n.a. | n.a. | ‐91 | 49 | 31 | 11 | 57 | 37 | 110 | 56 |
| Cembre Inc. (USA) | 694 | 245 | 183.3% | 183 | 160 | 294 | 480 | 210 | 131 | 46 | 77 |
The strong increase in net profit for 2017 of the UK subsidiary was due to the £1,928 thousand (€2,231 thousand) capital gain on the sale to the parent company ofshares held by the UK subsidiary in other subsidiaries carried out to streamline the structure of the Group.
For a more direct evaluation of the effect of foreign exchange translations, we include below sales figures of companies operating outside the euro area in the respective currency.
| Currency | Sales 1st Half 1st Half 1st Half 1st Half 1st Half 1st Half 1st Half 1st Half 1st Half 1st Half Change 2018 2017 2016 2015 2014 2013 2012 2011 2010 2009 9,255 8.179 13.2% 7,824 7,894 9,504 8,843 8,200 6,808 5,392 5,797 |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (€'000) | ||||||||||||
| Cembre Ltd. (UK) | Gbp | |||||||||||
| Cembre Inc. (USA) | US\$ | 8,677 | 6.475 | 34.0% | 6,026 | 6,361 | 6,734 | 6,536 | 5,387 | 4,363 | 3,339 | 3,221 |
| Currency | Net profit 1st Half 1st Half 1st Half 1st Half 1st Half 1st Half 1st Half 1st Half 1st Half 1st Half Change 2018 2017 2016 2015 2014 2013 2012 2011 2010 2009 751 2,580 ‐70.9% 817 865 1.142 969 923 552 342 531 |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (€'000) | ||||||||||||
| Cembre Ltd. (UK) | Gbp | |||||||||||
| Cembre Inc. (USA) | US\$ | 840 | 266 | 215.8% | 204 | 179 | 402 | 630 | 272 | 183 | 61 | 103 |
To provide a better understanding of the Company's financial performance for the 1st Half of 2018, a Comparative Consolidated Income Statement for the 1st Half of 2018 and 2017 showing percentage changes is enclosed as Attachment 1.
Consolidated gross operating profit for the 1st Half of 2018 amounted to €18,859 thousand, representing a 25.7% margin on sales, up 8.8% on the corresponding period in 2017 when it amounted to €17,336 thousand, representing a 26.0% margin on sales. The cost of goods sold and personnel costs as a percentage of sales declined in the period, despite the increase in the average number of persons employed from 680 in the 1st Half of 2017 to 747 in the 1st Half of 2018 (of which 18 are employees of IKUMA KG).
Consolidated operating profit forthe period amounted to €15,492 thousand, representing a 21.1% margin on sales, up 8.9% on €14,227 thousand in the 1st Half of 2017, when it represented a 21.4% margin on sales.
Consolidated profit before taxes for the period profit amounted to €15,421 thousand, representing a 21.0% margin on sales, up 8.4% on €14,222 thousand in the 1st Half of 2017, when it represented a 21.4% margin on sales.
Net profit amounted to €11,699 thousand, representing a 16.0% margin on sales, up 15.3% on €10,150 thousand in the 1st Half of 2017, when it represented a 15.2% margin on sales. The decrease of income taxes as a percentage of profit descended from the application of "Patent Box Regime", whose positive effect on the 1st Half of 2018 amounted to €0.6 million. The agreement with tax authorities for the application of this Regime was signed December 22, 2017, so it so it was not included in the net profit of the 1stHalf of 2017.
In the 1st Half of 2018, nonrecurring costsrelating to the mentioned acquisition amounted to €421 thousand. Net of these costs, results for the 1st Half of 2018 would have been as follows:
- gross operating profit equal to €19,280 thousand, corresponding to a 26.3% of sales, up 11.2% on the same period in 2017;
- operating profit equal to €15,913 thousand, corresponding to a 21.7% margin on sales, up 11.9% on the 1st Half of 2017;
- profit before taxes equal to €15,842 thousand, corresponding to 21.6% of sales, up 11.4% on the 1st Half of 2017.
The consolidated net financial position at June 30, 2018 amounted to a surplus of €4.0 million, down on December 31, 2017, when it amounted to a surplus of €20.3 million. The financial position was affected by the payment of €13.3 million in dividends, capital expenditure made by the parent company in the period, amounting to €7.4 million, and €8.3 million representing the amount paid for the acquisition of IKUMA. At June 30, 2017 the net financial position was equal to a surplus of €14.6 million.
Definition of alternative performance indicators
In compliance with Consob Communication DEM/6064293 dated July 28, 2007, below we define alternative performance indicators used in the present document to illustrate the financial and operating performance of the Group.
Gross operating profit (EBITDA): defined as the difference between sales revenues and costs for materials, of services received, and the net balance of operating income and charges. It represents the profit before depreciation, amortization and write‐downs, financial flows and taxes.
Operating profit (EBIT): defined as the difference between Gross operating profit and the value of depreciation, amortization and write‐downs. It represents the profit achieved before financial flows and taxes.
Net financial position: representsthe algebraic sum of cash and cash equivalents, financial receivables and current and non‐current financial debt.
Shareholders' Equity
Consolidation adjustments determined the following differences between the Financial Statements of the parent company at June 30, 2018 and the consolidated accounts at the same date:
| (€'000) | Shareholders' Equity |
Net Profit |
|---|---|---|
| Parent company's financial statements | 122,429 | 12,757 |
| Book value of consolidated companies | 23,275 | 2,214 |
| Elimination of intra‐group profits included in the value of inventories (*) | (4,010) | (539) |
| German subsidiary product warranty provision reversal (*) | 23 | 1 |
| Netting of intragroup dividends | ‐ | (2,735) |
| Netting of intragroup gains | (12) | 1 |
| Consolidated Financial Statements | 141,705 | 11,699 |
(*) Net of the related tax effect.
The following values were allocated to assets acquired in the context of the acquisition of IKUMA:
- an intangible asset consisting of the value of business relationships between IKUMA KG and its customers (i.e. its "Customer list") whose value was assessed at €1,965 thousand, with a useful life of 10 years;
- an intangible asset consisting of the value of the IKUMA brand on the market, set at €495 thousand, with a useful life of 10 years;
- a current asset resulting from the difference between the book value of inventories and their fair value, amounting to €283 thousand. On the basis of inventory turnover rotation ratio, such difference is deemed to be eliminated in four months;
- a deferred tax liability equal to €823 thousand resulting from the tax effect calculated according to tax regulations applicable in Germany – of the above described items upon the acquisition;
- a goodwill, equal to €4,615 thousand, assessed asthe residual value of the difference between the acquisition price, the above mentioned items and the book value of IKUMA KG.
Capital expenditure
Capital expenditure, gross of amortization, depreciation and disposals made in the 1st Half of 2018 amounted to €7.4 million and consisted mainly in the acquisition of plant and equipment. In the 1st Half of 2017 investments had amounted to €6.7 million. The increase in intangible assets includes the value of IKUMA KG's customer list, amounting to €2.0 million, and the value of the IKUMA trademark, equal to €0.5 million, as described above.
Main risks and uncertainties
Risks connected to the economic situation
The economic and financialsituation of the Group isinfluenced by macroeconomic factors such as changes in the Gross Domestic Product, consumer and business confidence, changes in interest rates and the cost of raw materials.
Despite signs of a slowdown, the world economic outlook remains favorable. The risk of a further slowdown due to tension between the US and its trading partners, however, remains. In Europe, a stable inflation scenario lead the ECB to announce the end of quantitative easing purchases by the end of the year, though the bank will continue to pursue its loose monetary policy until the summer.
The Italian economy continued to recover, though also showing signs of a slowdown, mainly in the export sector. The number of both long term and short term employees grew, while youth unemployment is slowly declining.
The Bank of Italy forecasts GDP to grow by 1.3% this year, by 1.0% in 2019 and by 1.2 in 2020. (source: Bank of Italy Economic Bulletin 3/2018).
The wide margin of uncertainty on which estimates of future performance are based make it very difficult to predict with reliability the future performance of markets and demand.
The Cembre Group, thanks to its strong financial position and good competitive hedge, is confident about the future and feels it is in a position to take advantage of opportunities that may arise and to react to possible changesin the economic scenario that may develop in the next months.
Risks connected with the market
The Group protects its market position by pursuing ongoing innovation, the widening of the product range, introducing into production processes the most advanced methods and machinery while implementing focused marketing policies with the help of its foreign subsidiaries.
Credit risk
Cembre and its subsidiaries have focused over time on a careful selection of their customers, managing prudently salesto customersthat do not possess an adequate credit standing. The Group has accrued a provision for doubtful accounts and the management of litigation. The Company reviews its customers by monitoring overdues and immediately contacting them regarding problem situations.
Cembre moreover holds an insurance policy against commercial credit risk with a primary insurance company that allows it to further reduce exposure to this type of risk.
Exposure to credit risk relates exclusively to trade receivables.
Liquidity risk
Thanks to its solid financial position, the Group is not currently subject to particular liquidity risk, even in case the cash flow generated by operations should decline drastically.
Interest rate risk
In April, the parent company was extended by Banca Intesa two loans amounting respectively to €10 million, expiring in October 2019 and bearing a 0.04% fixed interest, and €4 million, expiring in April 2020, bearing a 0.05% fixed interest. The nature of the interest rate applied and the relatively short maturity of the loans are such as to protect the Group from interest rate fluctuation risks.
Currency risk
Despite its strong international presence, the Group does not have a significant exposure to currency risk, as it operates almost entirely in the euro area, the currency in which its trade transactions are mainly denominated. Exposure to currency risk is limited to sales in US dollars and British pounds, but the size of these transactions is not significant in influencing the overall performance of the Group or its financial position.
Integrity and reputation risk
Possible illicit behavior of employees, aimed at obtaining benefits for themselves and for the Group, can imply the risk of a loss of reputation and of sanctions against the Group. To prevent the risk of these occurrences and in line with Legislative Decree 231/2001, the Company adopted an organizational, management and control model that identifies processes that are subject to risk and establishes the conduct that the various persons involved are to keep in carrying out their tasks. The model was illustrated to employees through specific training sessions. The Company constantly integrates and upgrades the model.
Further information on main risks and uncertainties is contained in the notes.
Environmental management
Cembre S.p.A. deemed it fundamental for its development to adopt an environmental management system that covers in an integrated manner every aspect of its activities. Thanks to the setting of behavioral guidelines and of rigorous procedures, the Company obtained an Environmental Certification under standard UNI EN ISO 14001 that singles out companies that are more sensitive to environmental protection issues.
Worker safety management
In 2012 Cembre S.p.A. obtained the certification of its worker health and safety management system according to the OHSAS 18001: 2007 standard.
Research & Development
In the 1st Half of 2018 costs for personnel employed in Research & Development activities amounted to €342 thousand, of which €101 thousand for development, capitalized among intangibles.
Below we include a brief description of projects undertaken in the first half of the year. Information provided is purposely generic because some products are not yet at the manufacturing stage and are in some cases in the process of obtaining patents.
Cable terminals
A total of 19 requests for new products were approached. All studies included both new connectors and equipment for their manufacturing.
The development of our range of our mechanical locking connectors continued, while the development of a rail contact specific for New York City Transit (New York subway) was concluded. The project consisted, in addition to the development of the contact, in the extrusion system for the same, leading to the development of a tool that meets closely the specific needs of the customer.
Railroad equipment
A prototype for a new battery‐run machine for the drilling of wooden sleepers was developed and manufactured. The tool has been patented and will be officially presented at Innotrans, Berlin's fair dedicated to the railroad sector.
The production of a family of drill bits for wooden sleepers was started. The drill bits were manufactured entirely in‐house and required investments in dedicated machinery and equipment. The project provides for the completion of the range, eliminating entirely items ordered from outside suppliers.
A prototype for a new battery‐run hydraulic utensil for inserting clips used to fasten rails to sleepers was developed and manufactured. The utensil features a particular configuration developed by the University of Moscow for the Russian railways. Following tests carried out by personnel in charge of its installation changes in the design were implemented in the manufacturing phase.
Tools
Three new cutting jaws have been studied for the new bi‐linear tool specific for the American market. The three cutting jaws greatly extend the cutting range compared to previous models and differ from each other depending on the type of cable being cut.
In order to make its use more convenient, a new system for coupling the 13‐ton 'C' compression head to the remote control pump has been designed. The item is manufactured directly with a 3D printer, without requiring finishing work on the machine or the construction of molds.
As requested by customers operating in the British market, the study of a new hydraulic head to be used for the exploration of potentially live cables before proceeding with their cutting, was started. This project is being patented.
A new battery‐powered hydraulic pump is under study. The new pump introduces several innovations, is patented, and will be officially presented at Innotrans, the Berlin fair for the railway sector.
Cable marking
A total of 33 of requests for the development of new products for the marking of cables were followed up. Studies included also the related manufacturing tools.
A project relating to the widening and updating of the range of thermal transfer printers is currently underway.
Related parties
Transactions of a commercial nature concluded between the parent company and its subsidiaries in the 1st Quarter of 2018 are summarized in the table below:
| (€'000) | Receivables | Payables | Revenues | Purchases |
|---|---|---|---|---|
| Cembre Ltd. | 942 | 44 | 4,500 | 338 |
| Cembre S.a.r.l. | 570 | ‐ | 3,085 | 4 |
| Cembre España S.L.U. | 1,029 | ‐ | 3,133 | 2 |
| Cembre GmbH | 707 | 8 | 1,991 | 26 |
| IKUMA GmbH & Co. KG | 3 | ‐ | 5 | ‐ |
| Cembre Inc. | 833 | ‐ | 4,695 | 1 |
| TOTAL | 4,084 | 52 | 17,409 | 371 |
Revenues above include the charging to subsidiaries of costs incurred in the maintenance of the information system and royalties for the use of the Cembre trademark, amounting to €240 thousand.
With reference to assets and liabilities relating to subsidiaries shown above, we confirm that transactions with the same and with related parties fall within the scope of normal operating activities.
Cembre S.p.A. currently leases property from Tha Immobiliare S.p.A., with registered office in Brescia, owned by Giovanni Rosani and Sara Rosani, Directors of Cembre S.p.A. Cumulative rent for these contracts for the 1st Half of 2018 amounts to €266 thousand.
Invoices issued in the year relating to the above contracts were all paid in full.
Cembre Ltd. leased an industrial building from Borno Ltd., a company controlled by Lysne S.p.A. Rent for the 1st Half of 2018 amounts to £60 thousand. Such amount is in line with market conditions.
In the context of the acquisition of IKUMA KG, the German subsidiary recorded under liabilities €1,978 thousand. This amount represents the discounted value of the liability towards the sellers and directors of the company (nominal value €2,000), to be paid in four installments in years 2019‐2022, contingent upon the fulfillment of certain contractual clauses. The discounted non‐current portion of the liability amountsto €1,480 thousand. Furthermore, Cembre GmbH recorded a liability of €268 thousand towards the same counterparties, relating to the adjustment of the purchase price of IKUMA KG calculated on future performance on results of the company as at April 30, 2018.
Further detail of these transactions is provided in the notes.
With reference to assets and liabilities relating to subsidiaries shown above, we confirm that transactions with the same and with related parties fall within the scope of normal operating activities.
Absence of control and coordination
Despite the fact that article 2497‐sexies of the Italian Civil Code statesthat "it is presumed that, unless otherwise proved, the direction and coordination activities of companies is exercised by the company or entity that isrequired to consolidate the same in its accounts or that, in any case, controls the former company pursuant to article 2359 (of the Italian Civil Code)", Cembre S.p.A. believesto be operating in full autonomy from its parent Lysne S.p.A..
In particular, as a non‐exhaustive example, the Company manages autonomously its own treasury and relationships with its customers and suppliers, and does not make use of any service provided by its parent company.
Relationships with parent company Lysne S.p.A. are limited to the normal exercise of shareholders' rights on the part of the parent.
Companies incorporated under the laws of States that are not part of the European Union
Cembre S.p.A. currently controls only one company incorporated under the laws of a State that is not part of the European Union and namely Cembre Inc., incorporated in the US.
The company deems the administrative, accounting and reporting systems currently in use to be adequate in supplying regularly its management and the company's independent auditors with the operating and financial information necessary for the preparation of the consolidated financial statements.
The accounts prepared by said foreign subsidiary and used in the preparation of its consolidated financial statements, are audited and made available to the public, as provided by current regulations.
Cembre S.p.A. is active in ensuring an adequate flow of information from said subsidiary to itsindependent auditors and believes the current communication processin place with the independent auditors to be effective.
Cembre S.p.A. already possessesthe by‐laws, the composition and powers of Cembre Inc., and directives ensuring the timely transmission of any information regarding the update of such information have been issued.
Own shares and shares of parent companies
At June 30, 2018, the number of own shares held by Cembre S.p.A. was 282,541, corresponding to 1.66% of the capital stock. In the 1st Half of 2018 no purchases of own shares have been carried out; in the same period 2,116 own shares have been sold. At April 26, 2018, the Shareholders' Meeting of Cembre S.p.A. resolved to authorize the purchase and trade of own shares, for a period of 18 months from the date of the Shareholders' Meeting.
Ownership Structure and Corporate Governance
In compliance with norms contained in article 123‐bis of Legislative Decree 58, dated February 24, 1998 (Testo Unico Consolidated Finance Act), we refer to the Report on Corporate Governance which, in addition to providing a general description of corporate governance, contains information regarding the ownership structure of the Company, the adoption of the Code of Conduct and the observance of the resulting commitments. Said Report is available in the Investor Relations section of the Group's institutional web site (www.cembre.it).
Subsequent events
No event having significant effects on Cembre's financial or operating performance occurred after June 30, 2018.
Outlook
In light of the increase in turnover achieved in the first six months of the year, strengthened in July and August, obtained also with the contribution in terms of sales of newly acquired company IKUMA KG, Cembre expects to close the year reporting a substantial increase in turnover and margins over 2017.
Attachments
The present Report includes the following attachments:
Attachment 1 Comparative Consolidated Income Statement at June 30, 2018
Attachment 2 Company Boards
Brescia, September 11, 2018
THE CHAIRMAN AND MANAGING DIRECTOR OF CEMBRE S.P.A. Giovanni Rosani
Attachment 1 ‐ Report on Operations of the Group
Comparative Consolidated Income Statement
| 1st Half 2018 |
% of sales |
1st Half 2017 |
% of sales |
Change | |
|---|---|---|---|---|---|
| (€ '000) Revenues from sales and services provided Other revenues |
73.295 241 |
100,0% | 66.596 253 |
100,0% | 10,1% ‐4,7% |
| TOTAL REVENUES | 73.536 | 66.849 | 10,0% | ||
| Cost of goods and merchandise Change in inventories Cost of services received Non recurring cost of services Lease and rental costs Personnel costs Other operating costs Increase in assets due to internal construction Write‐down of receivables |
(29.674) 6.465 (9.563) (421) (801) (20.360) (729) 515 (98) |
‐40,5% 8,8% ‐13,0% ‐0,6% ‐1,1% ‐27,8% ‐1,0% 0,7% ‐0,1% |
(23.992) 2.628 (8.555) ‐ (794) (18.696) (581) 583 (97) |
‐36,0% 3,9% ‐12,8% 0,0% ‐1,2% ‐28,1% ‐0,9% 0,9% ‐0,1% |
23,7% 146,0% 11,8% 0,9% 8,9% 25,5% ‐11,7% 1,0% |
| Accruals to provisions for risks and charges | (11) | 0,0% | (9) | 0,0% | 22,2% |
| GROSS OPERATING PROFIT | 18.859 | 25,7% | 17.336 | 26,0% | 8,8% |
| Property, plant and equipment depreciation Intangible asset amortization |
(3.040) (327) |
‐4,1% ‐0,4% |
(2.836) (273) |
‐4,3% ‐0,4% |
7,2% 19,8% |
| OPERATING PROFIT | 15.492 | 21,1% | 14.227 | 21,4% | 8,9% |
| Financial income Financial expenses Foreign exchange gains (losses) |
3 (24) (50) |
0,0% 0,0% ‐0,1% |
73 (4) (74) |
0,1% 0,0% ‐0,1% |
‐95,9% 500,0% ‐32,4% |
| PROFIT BEFORE TAXES | 15.421 | 21,0% | 14.222 | 21,4% | 8,4% |
| Income taxes | (3.722) | ‐5,1% | (4.072) | ‐6,1% | ‐8,6% |
| NET PROFIT | 11.699 | 16,0% | 10.150 | 15,2% | 15,3% |
Attachment 2 – Report on the 1st Half of 2018
CORPORATE BOARDS
Board of Directors
| Giovanni Rosani | Chairman and Managing Director |
|---|---|
| Anna Maria Onofri | Vice Chairman |
| Sara Rosani | Director |
| Aldo Bottini Bongrani | Director |
| Felice Albertazzi | Director |
| Franco Celli | Director |
| Paola Carrara | Independent Director |
| Fabio Fada | Independent Director |
Board of Statutory Auditors
| Fabio Longhi | Chairman |
|---|---|
| Riccardo Astori | Permanent Auditor |
| Rosanna Angela Pilenga | Permanent Auditor |
Rosella Colleoni Substitute Auditor
Maria Grazia Lizzini Substitute Auditor
Independent Auditors
EY S.p.A.
The above list is updated at September 11, 2018.
The Board of Directors and Board of Statutory Auditor's term expires with the approval of the Financial Statements at December 31, 2020.
The Chairman holds by statute (article 18) powers of legal representation of the Company. The Board of Directors conferred to the Chairman and Managing Director Giovanni Rosani all the ordinary management powers not specifically reserved to it by law, including exclusive powers over the organization, management and monitoring of the internal control system.
In case of absence or impediment of the Chairman and Managing Director Giovanni Rosani, Vice Chairman and Managing Director Anna Maria Onofri holds all ordinary management powers not reserved to the Board by law. All Managing Directors must keep the Board of Directors informed of all relevant transactions concluded in the context of their mandate. The Board of Directors has approved rules that define which particularly relevant transactions may be concluded exclusively by the same.
Consolidated Statement of Financial Position
| ASSETS | Notes | Jun. 30, 2018 | Dec. 31, 2017 | ||
|---|---|---|---|---|---|
| (euro '000) | of which: related | of which: related | |||
| NON CURRENT ASSETS | parties | parties | |||
| Tangible assets | 1 | 75.965 | 72.082 | ||
| Investment property | 2 | 1.099 | 1.126 | ||
| Intangible assets | 3 | 4.380 | 1.867 | ||
| Goodwill | 4 | 4.615 | ‐ | ||
| Other investments | 10 | 10 | |||
| Other non‐current assets | 5 | 1.522 | 41 | ||
| Deferred tax assets | 13 | 2.662 | 2.294 | ||
| TOTAL NON‐CURRENT ASSETS | 90.253 | 77.420 | |||
| CURRENT ASSETS | |||||
| Inventories | 6 | 50.429 | 41.673 | ||
| Trade receivables | 7 | 31.254 | 26.520 | ||
| Tax receivables | 8 | 3.036 | 4.299 | ||
| Other receivables | 9 | 1.190 | 465 | ||
| Cash and cash equivalents | 17.978 | 20.232 | |||
| TOTAL CURRENT ASSETS | 103.887 | 93.189 | |||
| NON‐CURRENT ASSETS AVAILABLE FOR SALE | ‐ | ‐ | |||
| TOTAL ASSETS | 194.140 | 170.609 |
| LIABILITIES AND SHAREHOLDERS' EQUITY | Notes | Jun. 30, 2018 | Dec. 31, 2017 | ||
|---|---|---|---|---|---|
| (euro '000) | of which: related | of which: related | |||
| SHAREHOLDERS' EQUITY | parties | parties | |||
| Capital stock | 10 | 8.840 | 8.840 | ||
| Reserves | 10 | 121.166 | 111.508 | ||
| Net profit | 11.699 | 22.727 | |||
| TOTAL SHAREHOLDERS' EQUITY | 141.705 | 143.075 | |||
| NON‐CURRENT LIABILITIES | |||||
| Non‐current financial liabilities | 11 | 4.668 | ‐ | ||
| Other non‐current payables | 5 | 1.480 | 1.480 | ‐ | |
| Employee termination indemnity and other personnel benefits | 12 | 2.669 | 271 | 2.664 | 184 |
| Provisions for risks and charges | 13 | 571 | 25 | 448 | ‐ |
| Deferred tax liabilities | 14 | 2.889 | 2.047 | ||
| TOTAL NON‐CURRENT LIABILITIES | 12.277 | 5.159 | |||
| CURRENT LIABILITIES | |||||
| Current financial liabilities | 11 | 9.333 | ‐ | ||
| Trade payables | 15 | 18.947 | ‐ | 14.581 | ‐ |
| Tax payables | 2.606 | 268 | |||
| Other payables | 16 | 9.272 | 766 | 7.526 | 200 |
| TOTAL CURRENT LIABILITIES | 40.158 | 22.375 | |||
| LIABILITIES ON ASSETS HELD FOR DISPOSAL | ‐ | ‐ | |||
| TOTAL LIABILITIES | 52.435 | 27.534 | |||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 194.140 | 170.609 |
Statement of Consolidated Comprehensive Income
| Notes | 1st Half 2018 |
1st Half 2017 |
|||
|---|---|---|---|---|---|
| (euro '000) | of which: related | of which: related | |||
| parties | parties | ||||
| Revenues from sales and services provided | 17 | 73.295 | 66.596 | ||
| Other revenues | 18 | 241 | 253 | ||
| TOTAL REVENUES | 73.536 | 66.849 | |||
| Cost of goods and merchandise | (29.674) | (23.992) | |||
| Change in inventories | 6.465 | 2.628 | |||
| Cost of services received | 19 | (9.563) | (334) | (8.555) | (333) |
| Non‐recurring cost of services | 19 | (421) | ‐ | ||
| Lease and rental costs | (801) | (333) | (794) | (335) | |
| Personnel costs | 20 | (20.360) | (477) | (18.696) | (160) |
| Other operating costs | 21 | (729) | (581) | ||
| Increase in assets due to internal construction Write‐down of receivables |
515 (98) |
583 (97) |
|||
| Accruals to provisions for risks and charges | 13 | (11) | (9) | ||
| GROSS OPERATING PROFIT | 18.859 | 17.336 | |||
| Property, plant and equipment depreciation | 1‐3 | (3.040) | (2.836) | ||
| Intangible asset amortization | 2 | (327) | (273) | ||
| Write‐down of long‐term assets | ‐ | ‐ | |||
| OPERATING PROFIT | 15.492 | 14.227 | |||
| Financial income | 22 | 3 | 73 | ||
| Financial expenses | 22 | (24) | (4) | ||
| Foreign exchange gains (losses) | (50) | (74) | |||
| PROFIT BEFORE TAXES | 15.421 | 14.222 | |||
| Income taxes | 23 | (3.722) | (4.072) | ||
| NET PROFIT FROM ORDINARY ACTIVITIES | 11.699 | 10.150 | |||
| NET PROFIT FROM ASSETS HELD FOR DISPOSAL | ‐ | ‐ | |||
| NET PROFIT | 11.699 | 10.150 | |||
| Items that may be reclassified subsequently to profit and loss | |||||
| Conversion differences included in equity | 247 | (799) | |||
| COMPREHENSIVE INCOME | 24 | 11.946 | 9.351 | ||
| BASIC AND DILUTED EARNINGS PER SHARE | 25 | 0,70 | 0,60 |
Consolidated Statement of Cash Flows
| 1st Half | 1st Half | |
|---|---|---|
| 2018 | 2017 | |
| € '000 | ||
| A) CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD | 20.232 | 26.709 |
| B) CASH FLOW FROM OPERATING ACTIVITIES | ||
| Net profit for the period | 11.699 | 10.150 |
| Depreciation, amortization and write‐downs | 3.367 | 3.109 |
| (Gains)/Losses on disposal of assets | (5) | (26) |
| Net change in Employee Severance Indemnity | 5 | 6 |
| Net change in provisions for risks and charges | 123 | 110 |
| Operating profit (loss) before change in working capital | 15.189 | 13.349 |
| (Increase) Decrease in trade receivables | (4.734) | (4.322) |
| (Increase) Decrease in inventories | (8.756) | (2.124) |
| (Increase) Decrease in other receivables and deferred tax assets | 170 | 814 |
| Increase (Decrease) of trade payables | 3.869 | (1.024) |
| Increase (Decrease) of other payables, deferred tax liabilities and tax payables | 4.926 | 1.680 |
| Change in working capital | (4.525) | (4.976) |
| NET CASH FLOW (USED IN)/FROM OPERATING ACTIVITIES | 10.664 | 8.373 |
| C) CASH FLOW FROM INVESTING ACTIVITIES | ||
| Capital expenditure on fixed assets: | ||
| ‐ intangible | (2.840) | (431) |
| ‐ tangible | (6.995) | (6.261) |
| ‐ goodwill | (4.615) | ‐ |
| Proceeds from disposal of tangible, intangible, financial assets | ||
| ‐ intangible | ‐ | (2) |
| ‐ tangible | 114 | 512 |
| Increase (Decrease) of trade payables for assets NET CASH FLOW (USED IN)/FROM INVESTING ACTIVITIES |
497 (13.839) |
363 (5.819) |
| D) CASH FLOW FROM FINANCING ACTIVITIES | ||
| (Increase) Decrease in other non current assets | (1) | (17) |
| (Increase) Decrease in financial assets from derivatives | ‐ | (176) |
| Increase (Decrease) in bank loans and borrowings | 14.001 | ‐ |
| Increase (Decrease) in derivative instruments | ‐ | (43) |
| Change in reserves | 56 | (1.637) |
| Dividends distributed | (13.372) | (11.834) |
| NET CASH FLOW (USED IN)/FROM FINANCING ACTIVITIES | 684 | (13.707) |
| E) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (B+C+D) | (2.491) | (11.153) |
| F) Foreign exchange differences | 237 | (687) |
| G) CASH AND CASH EQUIVALENTS AT END OF THE PERIOD (A+E+F+G) | 17.978 | 14.869 |
| Assets available for sales included above | ‐ 462,00 | |
| CASH AND CASH EQUIVALENTS AT END OF THE PERIOD | 17.978 | 14.407 |
| CASH AND CASH EQUIVALENTS AT END OF THE PERIOD | 17.978 | 14.407 |
| Financial assets from derivative instruments | ‐ | 176 |
| Current financial liabilities | (9.333) | ‐ |
| Non current financial liabilities | (4.668) | ‐ |
| NET CONSOLIDATED FINANCIAL POSITION | 3.977 | 14.583 |
| INTERESTS PAID IN THE PERIOD | ‐ ‐ | |
| BREAKDOWN OF CASH AND CASH EQUIVALENTS AT END OF THE PERIOD | ||
| Cash | 14 | 28 |
| Banks | 17.964 | 14.379 |
| 17.978 | 14.407 |
Statement of Changes in the Consolidated Shareholders' Equity
| (€ '000) | Balance at December 31, 2017 |
Allocation of previous year net profit |
Other changes |
Comprehensive income of the period |
Balance at June 30, 2018 |
|---|---|---|---|---|---|
| Capital stock | 8.840 | 8.840 | |||
| Share premium reserve | 12.245 | 12.245 | |||
| Legal reserve | 1.768 | 1.768 | |||
| Reserve for own shares | (5.403) | 56 | (5.347) | ||
| Suspended‐tax revaluation reserve | 585 | 585 | |||
| Other suspended‐tax reserves | 68 | 68 | |||
| Other reserves | 23.934 | (1.717) | 521 | 22.738 | |
| Conversion differences | (2.126) | (274) | (2.400) | ||
| Extraordinary reserve | 72.283 | 11.072 | 83.355 | ||
| Reserve for FTA | 3.715 | 3.715 | |||
| Reserve for discounting of Employee Termination Indemnity | 42 | 42 | |||
| Merger surplus reserve | 4.397 | 4.397 | |||
| Retained earnings | ‐ | ‐ | |||
| Net profit | 22.727 | (22.727) | 11.699 | 11.699 | |
| Total Shareholders' Equity | 143.075 | (13.372) | 56 | 11.946 | 141.705 |
| (€ '000) | Balance at December 31, 2016 |
Allocation of previous year net profit |
Other changes |
Comprehensive income of the period |
Balance at December 31, 2017 |
|---|---|---|---|---|---|
| Capital stock | 8.840 | 8.840 | |||
| Share premium reserve | 12.245 | 12.245 | |||
| Legal reserve | 1.768 | 1.768 | |||
| Reserve for own shares | (863) | (4.540) | (5.403) | ||
| Suspended‐tax revaluation reserve | 585 | 585 | |||
| Other suspended‐tax reserves | 68 | 68 | |||
| Other reserves | 22.378 | 995 | 561 | 23.934 | |
| Conversion differences | (631) | (1.495) | (2.126) | ||
| Extraordinary reserve | 68.194 | 4.098 | (9) | 72.283 | |
| Reserve for FTA | 3.715 | 3.715 | |||
| Reserve for discounting of Employee Termination Indemnity | 4 | 9 | 29 | 42 | |
| Merger surplus reserve | 4.397 | 4.397 | |||
| Retained earnings | ‐ | ‐ | |||
| Net profit | 16.927 | (16.927) | 22.727 | 22.727 | |
| Total Shareholders' Equity | 137.627 | (11.834) | (4.540) | 21.822 | 143.075 |
Notes to the Interim Consolidated Financial Statements at June 30, 2018
I. CORPORATE INFORMATION
Cembre S.p.A. is a joint‐stock company with registered office in Brescia, Via Serenissima 9. The company is listed in the Italian Market of Shares (MTA) managed by Borsa Italiana S.p.A.
Cembre S.p.A. and its subsidiaries (hereinafter referred to jointly as "the Cembre Group" or "the Group") are active primarily in the manufacturing and sale of electrical connectors and related tools.
The publication of the Interim Consolidated Financial Statements of Cembre S.p.A. for the half‐year ended June 30, 2018 was authorized by a resolution of the Board of Directors dated September 11, 2018.
Cembre S.p.A. is controlled by Lysne S.p.A., a holding company based in Brescia, that does not direct or coordinate its subsidiary.
II. FORM AND CONTENT OF THE CONSOLIDATED FINANCIAL STATEMENTS
Form and content
The present Consolidated Interim Report at June 30, 2018 was prepared under IAS 34 on Interim Reports.
This consolidated interim report does not include all additional information required for annual reports and must be read in conjunction with the Financial Statements at December 31, 2017. Unless otherwise indicated, figures reported in the financial statements and the related notes are expressed in thousands of euro.
The scope of consolidation has changed both with respect to December 31, 2017 and June 30, 2017 as a result of the acquisition by the German subsidiary of the entire capital stock of IKUMA GmbH & Co. KG (hereinafter referred to as "IKUMA KG") and IKUMA Verwaltungs GmbH, both with headquarters in Weinstadt, near Stuttgart, effective May 1, 2018.
Accounting principles
Principles adopted in the preparation of the present Consolidated Interim Report are those formally approved by the European Union in force at June 30, 2018 and are consistent with those adopted in the preparation of the Consolidated Financial Statements at December 31, 2017.
IFRS 9 Financial instruments
The standard came into effect on January 1, 2018 and has been adopted by the Group from that date. Its application did not have significant effects on the Group's financial statements as trade receivables are held exclusively for collection purposes. The review of the allowance for doubtful accounts and their compliance with the new standard did not produce material effects.
IFRS 15 Revenue from contracts with customers
The standard came into effect on January 1, 2018 and has been adopted by the Group from that date. The adoption of IFRS 15 did not result in significant changes due to the fact that contracts underwritten by the Cembre Group envisage only the sale of finished products and not the provision of additional services. Any repair and maintenance service provided to customers is invoiced at the time it is rendered. The pro‐quota share for the period of premiums recognized to customers at the end of the year based on individual sales volumes was estimated on the basis of past sales performances and sales forecasts and deducted from revenues.
Future changes in accounting principles
The following updates of IFRS (already approved by the IASB), interpretations and amendments are in the process of being incorporated into European Union regulations:
| New and amended Principles | Applicable from | |
|---|---|---|
| IFRS 16 ‐ Leases | January 1, 2019 |
The adoption of IFRS 16 will necessarily entail the introduction of software dedicated to the management of leasing contracts and to their accounting in accordance with the same. The Group has reviewed a number of software packages available on the market to be implemented in the coming months.
The following updates of the IFRS standards (already approved by the IASB) and the following interpretations and amendments are currently being implemented by the competent bodies of the European Union:
| New and amended Principles | Applicable from |
|---|---|
| IFRS 17 – Insurance contracts | January 1, 2021 |
| Changes in accounting principles | Effective from |
|---|---|
| IFRIC 23 – Uncertainty over Income Tax Treatments | January 1, 2019 |
| Amendments to IFRS 9 – Prepayment Features with Negative Compensation | January 1, 2019 |
| Amendments to IAS 28 Investment in Associates and Joint Ventures | January 1, 2019 |
The Cembre Group will evaluate in the next months the possible effects of the adoption of the new principles.
Translation of financial statements expressed in currencies other than the euro
The functional and reporting currency of the Group is the euro.
Financial statements denominated in functional currencies other than the euro are translated according to the following criteria:
- ‐ assets and liabilities are translated at the exchange rate applicable at the date of the financial statements;
- ‐ income statement items are translated at the average exchange rate for the period;
- ‐ foreign‐exchange translation differences are recorded in a specific Shareholders' Equity reserve.
At the time at which a foreign subsidiary is disposed of, accumulated foreign‐exchange differences recorded under Shareholders' Equity relating to the same are taken to the Income Statement.
Exchange rates applied in the translation of financialstatements ofsubsidiaries are shown in the table below.
| Currency | Exchange rate at June 30, 2018 |
Average exchange rate for the 1st Half of 2018 |
|---|---|---|
| British pound (€/£) | 0.8861 | 0.8798 |
| US dollar (€/\$) | 1.1658 | 1.2104 |
III. SEASONAL FACTORS
The Group's activity is not subject to cyclical or seasonal swings in activity with the exception of the slowdown registered in August for the Summer holidays, and in December for the Christmas holidays.
IV. ACQUISITIONS
On May 3rd, 2018, effective May 1, 2018, wholly‐owned German subsidiary Cembre GmbH acquired the entire capital stock of German company IKUMA GmbH & Co.KG ("IKUMA KG"), a company active on the German market in the electrical equipment sector. Cembre GmbH also acquired the entire capitalstock of IKUMA Verwaltungs GmbH, a non‐operational company whose only activity is to manage and provide strategic advice to IKUMA KG. The acquisition of the entire capital stock of IKUMA KG and Ikuma Verwaltungs GmbH was made against the payment of a price of €6,300 thousand in cash, in addition to a further €2,000 thousand to be paid as management bonus and non‐ competition bonus in favor of the previous owners and managers of the acquired company, in four annual installments over years 2019‐2022, contingent on the verification ofspecific conditions. This amount has been transferred to a guarantee account managed by the notary who draw up the sale agreement.
The contract also provides for a price adjustment mechanism based on balance sheet figures at the acquisition date, which resulted in the recording of a payable towards the previous owners of €268 thousand, to be paid out at the conclusion of the verification activities provided for in the agreements.
The following values were allocated to assets acquired in the context of the acquisition of IKUMA:
| Customer list | 1,965 |
|---|---|
| Capital gains included in inventories | 283 |
| Trademark | 495 |
| Deferred taxes | (823) |
| Goodwill | 4,615 |
- Customer list: an intangible asset consisting of trade relationships between IKUMA KG and its customers whose value was assessed at €1,965 thousand, with a useful life of 10 years;
- Capital gains included in inventories: a current asset resulting from the difference between the book value of inventories and their fair value, amounting to €283 thousand. On the basis of inventory turnover rotation ratio, such difference is deemed to disappear in four months;
- Trademark: an intangible asset consisting of the value of the IKUMA brand on the market, set at €495 thousand, with a useful life of 10 years;
- Deferred taxes: a deferred tax liability equal to €823 thousand resulting from the tax effect – calculated according to tax regulations applicable in Germany – of the above described items upon the acquisition;
- Goodwill: equal to €4,615 thousand, assessed as the residual value of the difference between the acquisition price, the above mentioned items and the book value of IKUMA KG.
Assets and Liabilities of IKUMA KG at May 1, 2018 were as follows:
| Assets | |
|---|---|
| Property, plant and equipment | 24 |
| Inventories | 1,844 |
| Trade receivables | 646 |
| Other receivables | 13 |
| Cash | 418 |
| Total Assets | 2,945 |
| Liabilities | |
|---|---|
| Shareholders' Equity | 500 |
| Trade payables | 711 |
| Taxes payable | 127 |
| Other payables | 1,607 |
| Total Liabilities and Shareholders' Equity | 2,945 |
In the period included between May 1, 2018 and June 30, 2018 la IKUMA KG reported the
following results:
| Income Statement May 1‐30 June 2018 | |
|---|---|
| Revenues | 1,450 |
| Purchases | (1,091) |
| Change in inventories | 115 |
| Services+ received | (30) |
| Rent | (21) |
| Personnel | (161) |
| Other costs | (20) |
| Depreciation | (2) |
| Income taxes | (39) |
| Net profit | 201 |
V. SEGMENT INFORMATION
IFRS 8 requires segment information to be supplied using the same elements on which management bases internal reporting.
Cembre adopted as its primary reporting focus information by geographical area based on the location in which the operations of the company are based or the production process takes place. As the Cembre Group operates in a single segment denominated "Electric connectors and related tools", items based on this element are not usually utilized for the purposes of internal reporting.
| 1st Half of 2018 | Italy | Rest of Europe |
Rest of World |
Elimination of intragroup |
TOTAL |
|---|---|---|---|---|---|
| Revenues | |||||
| Sales to customers | 40,679 | 25,447 | 7,169 | 73,295 | |
| Sales to other Group companies | 17,110 | 1,245 | 1 | (18,356) | ‐ |
| Revenues by sector | 57,789 | 26,692 | 7,170 | (18,356) | 73,295 |
| Operating profit by sector | 12,268 | 2,269 | 955 | 15,492 | |
| Overhead costs not assigned | ‐ | ||||
| Operating profit | 15,492 | ||||
| Financial income (expense) | (71) | ||||
| Income taxes | (3,722) | ||||
| Net profit | 11,699 |
| 1st Half of 2017 | Italy | Rest of Europe |
Rest of World |
Elimination of intragroup |
TOTAL |
|---|---|---|---|---|---|
| Revenues | |||||
| Sales to customers | 37,303 | 23,320 | 5,973 | 66,596 | |
| Sales to other Group companies | 14,912 | 672 | 6 | (15,590) | ‐ |
| Revenues by sector | 52,215 | 23,992 | 5,979 | (15,590) | 66,596 |
| Operating profit by sector | 11,804 | 2,022 | 401 | 14,227 | |
| Overhead costs not assigned | ‐ | ||||
| Operating profit | 14,227 | ||||
| Financial income (expense) | (5) | ||||
| Income taxes | (4,072) | ||||
| Net profit | 10,150 |
Asthe breakdown ofsales by geographical area is different from that of the related Group
activities, a breakdown of sales by geographical area of customers is shown below.
| 1st Half of 2018 | 1st Half of 2017 | |
|---|---|---|
| Italy | 31,349 | 28,055 |
| Europe | 30,718 | 28,014 |
| Rest of World | 11,228 | 10,527 |
| 73,295 | 66,596 |
The breakdown of assets and liabilities is shown below:
| June 30, 2018 | Italy | Rest of Europe |
Rest of World |
TOTAL |
|---|---|---|---|---|
| Assets and Liabilities Assets of the sector Unassigned assets |
141,342 | 42,884 | 8,405 | 192,631 1,509 |
| Total assets | 193,835 | |||
| Liabilities of the sector Unassigned liabilities |
43,855 | 9,015 | 279 | 53,149 (714) |
| Total liabilities | 52,435 |
| December 31, 2017 | Italy | Rest of Europe |
Rest of World |
TOTAL |
|---|---|---|---|---|
| Assets and Liabilities | ||||
| Assets of the sector | 141,342 | 42,899 | 8,405 | 192,646 |
| Unassigned assets | 1,537 | |||
| Total assets | 194,183 | |||
| Liabilities of the sector | 43,855 | 9,030 | 279 | 53,164 |
| Unassigned liabilities | (702) | |||
| Total liabilities | 52,462 |
| 1st Half of 2018 | Italy | Rest of Europe |
Rest of World |
TOTAL |
|---|---|---|---|---|
| Other information by sector | ||||
| Capital expenditure: | ||||
| ‐ Property, plant and equipment | 6,609 | 324 | 62 | 6,995 |
| ‐ Intangible assets | 364 | 2,464 | 12 | 2,840 |
| Total investments | 9,942 | |||
| Depreciation and amortization: | ||||
| ‐ Property, plant and equipment | (2,658) | (344) | (38) | (3,040) |
| ‐ Intangible assets | (281) | (44) | (2) | (327) |
| Accruals to provision for employee benefits | 480 | ‐ | ‐ | 480 |
| Average no. of employees | 499 | 219 | 31 | 749 |
| 1st Half of 2017 | Italy | Rest of Europe |
Rest of World |
TOTAL |
|---|---|---|---|---|
| Other information by sector | ||||
| Capital expenditure: | ||||
| ‐ Property, plant and equipment | 5,864 | 395 | 2 | 6,261 |
| ‐ Intangible assets | 427 | 2 | 2 | 431 |
| Total investments | 6,692 | |||
| Depreciation and amortization: | ||||
| ‐ Property, plant and equipment | (2,442) | (343) | (51) | (2,836) |
| ‐ Intangible assets | (265) | (7) | (1) | (273) |
| Accruals to provision for employee benefits | 445 | ‐ | ‐ | 445 |
| Average no. of employees | 463 | 191 | 26 | 680 |
VI. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| Land and | Plant and | Equipment | Other | Leased | Work in | Total | |
|---|---|---|---|---|---|---|---|
| buildings | machinery | assets | assets | progress | |||
| Historical cost | 44,112 | 62,188 | 13,140 | 7,660 | 38 | 4,320 | 131,458 |
| Revaluation FTA of IFRS | 5,921 | ‐ | ‐ | ‐ | ‐ | ‐ | 5,921 |
| Revaluations for tax purposes | 934 | 43 | ‐ | ‐ | ‐ | ‐ | 977 |
| Accumulated depreciation | (12,282) | (39,010) | (9,111) | (5,839) | (32) | ‐ | (66,274) |
| Bal. at Dec. 31, 2017 | 38,685 | 23,221 | 4,029 | 1,821 | 6 | 4,320 | 72,082 |
| Increases | 1,951 | 1,247 | 155 | 841 | ‐ | 2,801 | 6,995 |
| Currency translation differences | 3 | 2 | 1 | 4 | ‐ | ‐ | 10 |
| Depreciation | (483) | (1,866) | (339) | (322) | (3) | ‐ | (3,013) |
| Net divestments | ‐ | (14) | ‐ | (3) | ‐ | (92) | (109) |
| Reclassifications | 1,724 | 232 | 99 | (18) | ‐ | (2,037) | ‐ |
| Bal. at June 30, 2018 | 41,880 | 22,822 | 3,945 | 2,323 | 3 | 4,992 | 75,965 |
1. PROPERTY, PLANT AND EQUIPMENT
| Land and | Plant and | Equipment | Other | Leased | Work in | Total | |
|---|---|---|---|---|---|---|---|
| buildings | machinery | assets | assets | progress | |||
| Historical cost | 43,003 | 56,568 | 12,449 | 7,451 | 38 | 1,636 | 121,145 |
| Revaluation FTA of IFRS | 5,921 | ‐ | ‐ | ‐ | ‐ | ‐ | 5,921 |
| Revaluations for tax purposes | 934 | 43 | ‐ | ‐ | ‐ | ‐ | 977 |
| Accumulated depreciation | (11,323) | (36,042) | (8,701) | (5,653) | (26) | ‐ | (61,745) |
| Bal. at Dec. 31, 2016 | 38,535 | 20,569 | 3,748 | 1,798 | 12 | 1,636 | 66,298 |
| Increases | 945 | 3,200 | 220 | 310 | ‐ | 1,586 | 6,261 |
| Currency translation differences | (69) | (29) | (1) | (14) | ‐ | ‐ | (113) |
| Depreciation | (498) | (1,695) | (307) | (300) | (3) | ‐ | (2,803) |
| Net divestments | ‐ | (5) | (8) | (4) | ‐ | (3) | (20) |
| Reclassifications | 40 | 651 | 143 | (2) | ‐ | (834) | (2) |
| Bal. at June 30, 2017 | 38,953 | 22,691 | 3,795 | 1,788 | 9 | 2,385 | 69,621 |
Capital expenditure in the 1st Half of 2018 amounted to €6,995 thousand and consisted primarily of investments made by the parent company.
A large part of investments relate to land and buildings and consisted almost entirely in work for the completion of the new warehouse hosting the new section of the automated warehouse and the packaging department, work which absorbed also a large part of advances on work in progress. Overall, investment in buildings amounted to €1,951. Investments for the purchase of machinery and the installation of plant and equipment amounted to € 1,247 thousand, among which a sawing machine for €195 thousand and a new tinning line for €141 thousand. Advances paid amounted to €2,476 thousand, of which, as mentioned, a large portion (€1,397 thousand) was represented by advances on work in progress of the new warehouse and related plant and equipment.
Investments for work in progress carried out in‐house amounted to €325 thousand.
2. PROPERTY
| Land and buildings |
Plant and equipment |
Other assets | Total | |
|---|---|---|---|---|
| Historical cost | 1,714 | 278 | 5 | 1,997 |
| Accumulated depreciation | (606) | (261) | (4) | (871) |
| Balance at Dec. 31, 2017 | 1,108 | 17 | 1 | 1,126 |
| Depreciation expense | (23) | (4) | ‐ | (27) |
| Balance at June 30, 2018 | 1,085 | 13 | 1 | 1,099 |
Property includes the building located in Calcinate (Bergamo) that is no longer utilized by the Group.
| Development costs |
Patents | Software | Trademarks | Other | Work in progress |
Total | |
|---|---|---|---|---|---|---|---|
| Historical cost | 1,868 | 642 | 5,075 | ‐ | 78 | 93 | 7,756 |
| Accumulated amortization | (1,205) | (424) | (4,216) | ‐ | (44) | ‐ (5,889) | |
| Balance at Dec. 31, 2017 | 663 | 218 | 859 | ‐ | 34 | 93 | 1,867 |
| Increases | 101 | 25 | 254 | 495 | 1,965 | ‐ | 2,840 |
| Amortization expense | (115) | (77) | (87) | (8) | (40) | ‐ | (327) |
| Reclassifications | ‐ | ‐ | 9 | ‐ | ‐ | (9) | ‐ |
| Balance at Dec. 31, 2018 | 649 | 166 | 1,035 | 487 | 1,959 | 84 | 4,380 |
3. INTANGIBLE ASSETS
In allocating the purchase price of the investment in IKUMA KG, the customer list of the company wasrecorded at €1,965 thousand under other intangible assets; the value of the trademark was also recorded for €495 thousand.
Development costs are discussed more in detail in the Report on Operations.
4. GOODWILL
| June 30, 2018 | December 31, 2017 | Change | |
|---|---|---|---|
| Goodwill | 4,615 | ‐ | 4,615 |
The item consists of the difference between the price paid for IKUMA GmbH & Co. KG and the book value of the same, net of intangible assets and other assets recorded at the time of the allocation of the purchase price of the company.
5. OTHER NON‐CURRENT ASSETS
| June 30, 2018 | December 31, 2017 | Change | |
|---|---|---|---|
| Security deposits | 42 | 41 | 1 |
| Guarantee credit | 1,480 | ‐ | 1,480 |
| Total | 1,522 | 41 | 1,481 |
Item Guarantee credit consists of the discounted non‐current portion of the sum deposited with the notary upon the acquisition of IKUMA AG to cover the amount payable in the future to the sellers and directors of the company – recorded under Other non‐ current payables – contingent on the achievement of certain targets and conditions in future years. The discounting effect is extremely low and equal to €20 thousand.
6. INVENTORIES
| June 30, 2018 | December 31, 2017 | Change | |
|---|---|---|---|
| Raw materials | 11,346 | 9,672 | 1,674 |
| Work in progress and semi‐finished goods | 12,986 | 11,486 | 1,500 |
| Finished goods | 26,097 | 20,515 | 5,582 |
| Total | 50,429 | 41,673 | 8,756 |
The increase in the value of inventories is mainly due to the increase in stocks of Cembre S.p.A. and Cembre Inc., which registered a considerable increase in sales, in addition to €1,959 thousand in inventories of newly acquired IKUMA KG.
The value of finished goodsinventoriesis adjusted to its expected realizable value through a provision forslow‐moving stock amounting approximately to €3,882 thousand. Changes in the provision in the 1st Half of 2018 are shown in the table that follows:
| June 30, 2018 | December 31, 2017 | |
|---|---|---|
| Balance at beginning of the period | 3,070 | 2,729 |
| Accruals | 787 | 678 |
| Uses | ‐ | (244) |
| Currency translation differences | 25 | (93) |
| Balance at end of the period | 3,882 | 3,070 |
Accruals relate prevalently to inventories of the parent company (€393 thousand), the US subsidiary (€179 thousand) and Cembre Ltd. (€80 thousand).
7. TRADE RECEIVABLES
| June 30, 2018 | December 31, 2017 | Change | |
|---|---|---|---|
| Gross trade receivables | 32,157 | 27,361 | 4,796 |
| Provision for doubtful accounts | (903) | (841) | (62) |
| Total | 31,254 | 26,520 | 4,734 |
Trade receivables by geographical area
| June 30, 2018 | December 31, 2017 | Change | |
|---|---|---|---|
| Italy | 17,555 | 14,488 | 3,067 |
| Europe | 12,562 | 10,021 | 2,541 |
| America | 1,383 | 1,664 | (281) |
| Oceania | 133 | 211 | (78) |
| Middle East | 208 | 234 | (26) |
| Far East | 153 | 607 | (454) |
| Africa | 163 | 136 | 27 |
| Total | 32,157 | 27,361 | 4,796 |
Average collection time increased from 68 days in 2017 to 73 days in the 1st Half of 2018.
Changes in the provision for doubtful accounts are shown in the table that follows:
| June 30, 2018 | December 31, 2017 | |
|---|---|---|
| Balance at beginning of the period | 841 | 1.178 |
| Accruals | 99 | 8 |
| Uses | (26) | (195) |
| Reversal of accrual | (11) | (148) |
| Currency translation differences | ‐ | (2) |
| Balance at end of the period | 903 | 841 |
Breakdown of receivables by maturity
| Not matured |
0‐90 days |
91‐180 days |
181‐365 days |
Over one year |
Under litigation |
Total | |
|---|---|---|---|---|---|---|---|
| June 30, 2018 | 28,945 | 2,691 | 86 | 83 | 228 | 124 | 32,157 |
| Dec. 31, 2017 | 23,653 | 3,055 | 112 | 107 | 352 | 82 | 27,361 |
8. TAX RECEIVABLES
| June 30, 2018 | December 31, 2017 | Change | |
|---|---|---|---|
| Tax receivables | 3,036 | 4,299 | (1,263) |
The item includes prevalently the tax credit recorded by the parent company resulting from the agreement reached in December 2017 with Tax Authorities on the application of the Patent Box regime.
9. OTHER ASSETS
| June 30, 2018 | December 31, 2017 | Change | |
|---|---|---|---|
| Receivables from employees | 39 | 28 | 11 |
| VAT receivables and indirect taxes | ‐ | 37 | (37) |
| Guarantee credit | 500 | ‐ | 500 |
| Advances to suppliers | 359 | 184 | 175 |
| Other | 294 | 216 | 78 |
| Total | 692 | 465 | 227 |
Item Other includes prevalently receivables of the parent company relating to social security.
10. SHAREHOLDERS' EQUITY
The capital stock of the parent company amounts to €8,840 thousand, and is made up of 17 million ordinary shares of par value €0.52 each, fully underwritten and paid‐up.
At June 30, 2018 the Company owned 282,541 treasury shares, corresponding to 1.66% of its capital stock. A liability amounting to €5,347 thousand was recorded under equity against the purchase of these shares.
A reconciliation between the Shareholders' Equity and net profit of the parent company and the Consolidated Shareholders' Equity and net profit is provided in the Report on Operations.
Changes in individual components of the Consolidated Shareholders' Equity are shown in the Statement of Changes in the Consolidated Shareholders' Equity included in the Consolidated Financial Statements.
| June 30, 2018 | Dec. 31, 2017 | |
|---|---|---|
| Elimination of investments in subsidiaries | 23,071 | 22,070 |
| Elimination of unrealized intra‐group profit in stock | (3,471) | (3,796) |
| German subsidiary product warranty provision reversal | 22 | 22 |
| Dividends from subsidiaries | 3,127 | 5,649 |
| Currency translation differ. on intra‐group payables and receivables | ‐ | (1) |
| Intra Group gains and reconciliations | (11) | (10) |
| Total | 22,738 | 23,934 |
The consolidation reserve is made up as follows:
| Effective interest rate |
Expiration | June 30, 2018 | Dec. 31, 2017 | |
|---|---|---|---|---|
| Bank loans | ||||
| Parent company | ||||
| Non‐current portion | ||||
| Banca Intesa | 0.04% | Oct. 2019 | 2,668 | ‐ |
| Banca Intesa | 0.05% | Apr. 2020 | 2,000 | ‐ |
| NON‐CURRENT DEBT | 4,668 | ‐ | ||
| Bank loans | ||||
| Parent company | ||||
| Current portion | ||||
| Banca Intesa | 0.04% | Oct. 2019 | 7,333 | ‐ |
| Banca Intesa | 0.05% | Apr. 2020 | 2,000 | ‐ |
| CURRENT DEBT | 9,333 | ‐ |
11. CURRENT AND NON‐CURRENT DEBT
12. EMPLOYEE TERMINATION INDEMNITY AND OTHER RETIREMENT BENEFITS
The item includes the Employee Severance Indemnity accrued for employees of the parent company. Special retirement benefits, due in accordance with French regulations to persons employed in France at the time of retirement, are also included in the provision.
At June 30, 2018, in view of the lack of changes in the discounting parameters, the Group decided to maintain unchanged the discounting effect at December 31, 2017.
| June 30, 2018 | Dec. 31, 2017 | |
|---|---|---|
| Beginning balance | 2,664 | 2,618 |
| Accruals | 480 | 974 |
| Uses | (147) | (305) |
| Social security (INPS) treasury account | (328) | (615) |
| Discounting effect | ‐ | (8) |
| Closing balance | 2,669 | 2,664 |
Total amounts accrued with the INPS (Social Security) treasury amounted at June 30, 2018
to €6,747 thousand.
13. PROVISIONS FOR RISKS AND CHARGES
Changes in the 1st Half of 2018 are shown in the table below.
| Customer indemnities |
Directors' variable compensation |
Employee incentives |
Total | |
|---|---|---|---|---|
| At December 31, 2017 | 132 | ‐ | 316 | 448 |
| Accruals | 11 | 25 | 87 | 123 |
| At June 31, 2018 | 143 | 25 | 403 | 571 |
In line with the remuneration policy of the Company, variable compensation linked to the achievement of medium‐long term objectives was introduced in favor of the Chairman and Managing Director. Such compensation could be paid out in 2021 in case targets set for years 2018‐2020 by the Board of Directors, upon proposal of the Remuneration Committee, are achieved. The amount of the accrual against the possible variable compensation of directors is recorded among the cost of services and has not been discounted in view of the negligible effect.
The provision for employee benefits includes amounts accrued for sales personnel that will be paid out upon the achievement of performance objectives set in the sales development plan launched by the Company.
| June 30, 2018 | Dec. 31, 2017 | |
|---|---|---|
| Deferred tax liabilities | ||
| Elimination of unrealized intra‐group profits in stock | 1,552 | 1,343 |
| Write‐down of inventories | 468 | 370 |
| Provision for French personnel costs | 100 | 100 |
| Provision for doubtful accounts of parent company | 149 | 150 |
| Differences on amortization and depreciation of parent company | 184 | 181 |
| Other | 203 | 150 |
| Gross deferred tax liabilities | 2,662 | 2,294 |
| Deferred tax assets | ||
| Average cost valuation of inventories by the parent | (307) | (241) |
| Accelerated depreciation | (159) | (159) |
| Elimination of Cembre GmbH product warranty provision | (11) | (11) |
| Reversal of land depreciation | (24) | (24) |
| Land revaluation | (1,652) | (1,652) |
| Discounting of employee termination indemnity | 40 | 40 |
| IKUMA customer list | (579) | ‐ |
| Gain on IKUMA inventories | (43) | ‐ |
| IKUMA trademark | (145) | ‐ |
| Foreign exchange translation differences | (2) | ‐ |
14. DEFERRED TAX ASSETS AND LIABILITIES
| Discounting of payables to IKUMA sellers | (7) | ‐ |
|---|---|---|
| Gross deferred tax assets | (2,889) | (2,047) |
| Net deferred tax liabilities | (227) | 247 |
15. TRADE PAYABLES
| June 30, 2018 | Dec. 31, 2017 | Change | |
|---|---|---|---|
| Payable to suppliers | 18,542 | 14,538 | 4,004 |
| Advances | 405 | 43 | 362 |
| Total | 18,947 | 14,581 | 4,366 |
Trade payables by geographical area
| June 30, 2018 | Dec. 31, 2017 | Change | |
|---|---|---|---|
| Italy | 13,898 | 12,701 | 1,197 |
| Rest of Europe | 3,844 | 1,786 | 2,058 |
| Far East | 774 | 21 | 753 |
| America | 22 | 27 | (5) |
| Other | 4 | 3 | 1 |
| Total | 18,542 | 14,538 | 4,004 |
16. OTHER PAYABLES
| June 30, 2018 | Dec. 31, 2017 | Change | |
|---|---|---|---|
| Payables to employees | 4,041 | 1,904 | 2,137 |
| Employee withholding taxes payable | 454 | 1,119 | (665) |
| Bonuses owed to customers | ‐ | 371 | (371) |
| VAT and similar foreign taxes payable | 1,325 | 751 | 574 |
| Commissions payable | 324 | 336 | (12) |
| Payable to Statutory Auditors | 23 | 19 | 4 |
| Payable to Directors | 14 | 200 | (186) |
| Payable to directors of IKUMA | 766 | ‐ | 766 |
| Social security payables | 1,806 | 2,635 | (829) |
| Payable on sundry taxes | 232 | 72 | 160 |
| Other | 297 | 236 | 61 |
| Accrued liabilities | (10) | (117) | 107 |
| Total | 9,272 | 7,526 | 1,746 |
The increase in payables to employee on December 31, 2017, is due to the accruals for holidays, thirteenth monthly payments and year‐end bonuses that have have already matured but will be paid out in the next months.
Item Payables to IKUMA directors includes the discounted value of the current portion of the management bonus and the non‐competition bonus provided for in the sale contract, amounting to €498 thousand, as well asthe price adjustment based on future progression on the situation at April 30, 2018, amounting to €268.
17. REVENUES FROM SALES AND SERVICES PROVIDED
| 1st Half of 2018 | 1st Half of 2017 | Change | |
|---|---|---|---|
| Revenues from sales and services provided | 73,295 | 66,596 | 6,699 |
In the 1st Half of 2018, revenues grew by 10.1% on the corresponding period in the previous year. Domestic sales represented 42,8% of total sales and grew by 11.7% on the 1st Half of 2017, while sales in the rest of Europe represented 41.9% of the total, up 9.7% on the 1st Half of 2017. Sales in the rest of the world represented 15.3% of total sales, up 6.7% on the 1st Half of 2017. In compliance with accounting principles, revenues are recorded net of discounts and bonuses to customers, in addition to adjustments to estimates of prior year's sales.
18. OTHER REVENUES
| 1st Half of 2018 | 1st Half of 2017 | Change | |
|---|---|---|---|
| Capital gains | 18 | 25 | (7) |
| Insurance damages | 5 | 3 | 2 |
| Reimbursements | 169 | 201 | (32) |
| Grants | 17 | ‐ | 17 |
| Other | 32 | 24 | 8 |
| Total | 241 | 253 | (12) |
Reimbursements relate primarily to transport costs charged to customers.
19. COST OF SERVICES AND NON‐RECURRING COST OF SERVICES
| 1st Half of 2018 | 1st Half of 2017 | Change | |
|---|---|---|---|
| Subcontracted work | 2,153 | 1,596 | 557 |
| Electricity, heating and water | 877 | 770 | 107 |
| Transport of goods sold | 1,179 | 1,088 | 91 |
| Fuel | 223 | 212 | 11 |
| Travelling expenses | 593 | 590 | 3 |
| Maintenance and repair | 1,068 | 999 | 69 |
| Consulting | 907 | 829 | 78 |
| Advertising and promotion | 330 | 434 | (104) |
| Insurance | 435 | 435 | ‐ |
| Boards' compensation | 380 | 378 | 2 |
| Postage and telephone | 175 | 176 | (1) |
| Commissions | 470 | 337 | 133 |
|---|---|---|---|
| Security and cleaning | 275 | 281 | (6) |
| Bank charges | 84 | 82 | 2 |
| Other | 414 | 348 | 66 |
| Total cost of services | 9,563 | 8,555 | 1,008 |
The increase in the cost of subcontracted work is due both to the increase in the volume of production and a different management of copperscrapsresulting from the production process.
Non‐recurring cost of services, amounting to €421 thousand, descend from due diligence activities and advisory on the acquisition of IKUMA KG.
20. PERSONNEL COSTS
| 1st Half of 2018 | 1st Half of 2017 | Change | |
|---|---|---|---|
| Wages and salaries | 15,694 | 14,224 | 1,470 |
| Social security contributions | 3,604 | 3,527 | 77 |
| Employee termination indemnity | 606 | 574 | 32 |
| Retirement benefits | 115 | 112 | 3 |
| Other costs | 341 | 259 | 82 |
| Total | 20,360 | 18,696 | 1,664 |
Wages and salaries include €1,216 thousand relating to outsourced personnel, mainly of
the parent company.
Average number of employees by category
| 1st Half of 2018 | 1st Half of 2017 | Change | |
|---|---|---|---|
| Managers | 14 | 15 | (1) |
| Administrative and commercial staff | 337 | 311 | 26 |
| Workers | 334 | 315 | 19 |
| Outsourced personnel | 62 | 39 | 23 |
| Total | 747 | 680 | 67 |
Average number of employees by Group company
| Managers | White collars |
Blue collars |
Outsourced personnel |
Total 1st Half 2018 |
Total 1st Half 2017 |
Change | |
|---|---|---|---|---|---|---|---|
| Parent Company | 6 | 207 | 228 | 58 | 499 | 463 | 36 |
| Cembre Ltd. | 3 | 31 | 71 | ‐ | 105 | 99 | 6 |
| Cembre Sarl | 1 | 20 | 7 | 1 | 29 | 27 | 2 |
| Cembre España SLU | 1 | 29 | 10 | 3 | 43 | 42 | 1 |
| Cembre Inc. | 2 | 23 | 6 | ‐ | 31 | 26 | 5 |
| Total | 14 | 337 | 334 | 62 | 747 | 680 | 67 |
|---|---|---|---|---|---|---|---|
| Cembre GmbH | 1 | 16 | 5 | ‐ | 22 | 23 | (1) |
| IKUMA GmbH & Co. KG | ‐ | 11 | 7 | ‐ | 18 | n.a. | 18 |
The increase in personnel costs is due mainly to the increase in the number of employees of the parent company and of the UK subsidiary, in addition to personnel contributed by newly acquired company IKUMA KG.
21. OTHER OPERATING COSTS
| 1st Half of 2018 | 1st Half of 2017 | Change | |
|---|---|---|---|
| Sundry taxes | 383 | 355 | 28 |
| Losses on receivables | 10 | 3 | 7 |
| Capital losses | 13 | 2 | 11 |
| Donations | 19 | 16 | 3 |
| Other | 304 | 205 | 99 |
| Total | 729 | 581 | 148 |
Item Other includes prevalently sundry costs incurred by the parent company.
22. FINANCIAL INCOME (EXPENSE)
| 1st Half of 2018 | 1st Half of 2017 | Change | |
|---|---|---|---|
| Discounting of guarantee credit | (22) | ‐ | (22) |
| Bank loans and overdrafts | (2) | ‐ | (2) |
| Other financial charges | (1) | (4) | 3 |
| (3) | (4) | (20) | |
| Interest earned on bank account balances | 3 | 10 | (7) |
| Other financial income | ‐ | 63 | (63) |
| 3 | 73 | (70) | |
| Financial income (expense) | (21) | 69 | (90) |
23. INCOME TAXES
Income taxes are made up as follows:
| 1st Half of 2018 | 1st Half of 2017 | Change | |
|---|---|---|---|
| Current taxes | (4,082) | (3,894) | (188) |
| Deferred taxes | 347 | (163) | 517 |
| Net extraordinary gains | 13 | (15) | 28 |
| Total | (3,722) | (4,072) | 357 |
In view of the complexity of the calculation and the immateriality of the difference between theoretical and actual tax expense recorded in the past, taxes for some foreign subsidiaries were calculated based on the theoretical tax rate. We therefore limit our analysis to the comparison between actual tax and theoretical tax expense for the 1st Half of 2018 and the 1st Half of 2017, postponing a reconciliation to the financial statements at December 31, 2018.
| 1st Half of 2018 | 1st Half of 2017 | |
|---|---|---|
| Profit before taxes | 15,421 | 14,222 |
| Income taxes | (3,722) | (4,072) |
| Effective tax rate | 24.14% | 28.63% |
| Theoretical tax rate (*) | 27.90% | 27.90% |
(*)Tax rate of the parent company (IRES + IRAP)
The decrease of the Effective Tax Rate descended from the application of "Patent Box Regime", whose positive effect on the 1st Half of 2018 amounted to €0.6 million. The agreement with tax authorities for the application of this Regime was signed December 22, 2017, so it was not included in the 1stHalf of 2017 accounts.
At June 30, 2018 there were no temporary differences and loss carry‐forwards on which no deferred tax asset or liability had been recorded.
| 1st Half of 2018 | 1st Half of 2017 | |
|---|---|---|
| Elimination of unrealized intra‐group profits in stock | 209 | (117) |
| Average cost valuation of inventories by the parent | 98 | (25) |
| Provision for doubtful accounts of parent company | (1) | 10 |
| Differences on amortization and depreciation of parent company | 3 | ‐ |
| Average cost valuation of inventories by the parent | (66) | (80) |
| Accelerated depreciation | ‐ | 4 |
| IKUMA customer list | 10 | ‐ |
| Gains on IKUMA inventories | 42 | ‐ |
| IKUMA trademark | 3 | ‐ |
| Other | 49 | 45 |
| Prepaid/deferred taxes for the period | 347 | (163) |
Deferred and prepaid taxes
24. COMPREHENSIVE INCOME
The Cembre Group choose to adopt IAS 1 Revised providing for the use of a single table to report its comprehensive income. In particular, the economic effects recorded directly under Shareholders' Equity are reported separately and result as an increase or decrease of net profit for the period. At June 30, 2018, the only difference relates to foreign exchange translation differences arising upon consolidation on the translation into euro of the financial statements of companies whose functional currency is not the euro.
25. EARNINGS PER SHARE (BASIC AND DILUTED)
Earnings per share are calculated by dividing net profit by the weighted average number of shares in circulation for the period, excluding treasury shares held at the end of the period, equal to 282,541.
| 1st Half of 2018 | 1st Half of 2017 | |
|---|---|---|
| Consolidated net profit (€'000) | 11,699 | 10,150 |
| No. of ordinary shares ('000) | 16,717 | 16,848 |
| Basic and diluted earnings per share | 0.70 | 0.60 |
26. NET FINANCIAL POSITION
The net financial position of the Group amounted at June 30, 2018 to a surplus of €3,977 thousand, down on December 31, 2017 due to the acquisition of IKUMA, to capital expenditure made in the first six months of the year and the payment of dividends for financial year 2017.
At June 30, 2018, the Group had no outstanding debt involving covenants or negative pledges. Below we include the Net Financial Position of the Group, as provided by Consob in Regulation DEM/6064313 dated July 28, 2006.
| 1st Half of 2018 | 1st Half of 2017 | ||
|---|---|---|---|
| A | Cash | 14 | 51 |
| B | Bank deposits | 16.487 | 20.181 |
| C | Cash and equivalents (A+B) | 16.501 | 20.232 |
| D | Financial receivables | ‐ | ‐ |
| E | Current bank debt | (9.333) | ‐ |
| F | Current financial debt (E) | (9.333) | ‐ |
| G | Net current financial position (C+D+F) | 8.645 | 20.232 |
| H | Non‐current bank debt | (4.668) | ‐ |
| I | Non‐current financial debt (H) | (4.668) | ‐ |
| J | Net financial position (G+I) | 3.977 | 20.232 |
27. RELATED PARTIES
| Payables | Receivables | Revenues | Purchases | |
|---|---|---|---|---|
| Cembre Ltd. | 942 | 44 | 4,500 | 338 |
| Cembre S.a.r.l. | 570 | ‐ | 3,085 | 4 |
| Cembre España S.L.U. | 1,029 | ‐ | 3,133 | 2 |
| Cembre GmbH | 707 | 8 | 1,991 | 26 |
| IKUMA GmbH & Co. KG | 3 | ‐ | 5 | ‐ |
| Cembre Inc. | 833 | ‐ | 4,695 | 1 |
| TOTAL | 4,084 | 52 | 17,409 | 371 |
The table that follows shows transactions between the parent company and its subsidiaries at June 30, 2018.
Revenues above include revenues from the charging to subsidiaries of costs incurred in information technology services provided and of royalties for the use of the Cembre trademark, amounting to €240 thousand.
With reference to assets and liabilities relating to subsidiaries shown above, we confirm that transactions with the same and with related parties fall within the scope of normal operating activities.
Among assets leased to Cembre by third parties are an industrial building adjacent to the Company's registered office measuring a total of 5,960 square meters on three floors, in addition to the Monza, Padua and Bologna sales offices, all of which are owned by company Tha Immobiliare S.p.A., with registered office in Brescia, controlled by Giovanni Rosani and Sara Rosani, directors of Cembre S.p.A. Lease paymentsfor the 1st Half of 2018 amounted to €266 thousand. Rent is in line with market conditions. It is in the Company's interest to benefit from the continuity of office space reducing the risk of early termination of leases. At June 30, 2018, all amounts due to Tha Immobiliare had been settled.
Cembre Ltd. leased an industrial building from Borno Ltd., a company controlled by Lysne S.p.A.. Rent for the 1st Half of 2018 amounted to £60 thousand, in line with market conditions.
| 1st Half of 2018 | 1st Half of 2017 | Change | |
|---|---|---|---|
| Rent paid to related parties | 334 | 335 | (1) |
In the context of the acquisition of IKUMA KG, the German subsidiary recorded under its liabilities €1,978 thousand. This amount represents the discounted value of the liability towards the sellers and directors of the company (nominal value €2,000), to be paid in four installments in years 2019‐2022 contingent upon the respect of certain contractual terms. The discounted non‐current portion of the liability amounts to €1,480 thousand. Furthermore, Cembre GmbH recorded a liability of €268 thousand towards the same counterparties, relating to the adjustment of the purchase price of IKUMA KG calculated on future performance on results of the company as at April 30, 2018.
Cembre S.p.A. does not have direct relationships with its parent company Lysne S.p.A. of any other nature than that of the exercise of shareholders' rights on the part of the parent. Lysne S.p.A. does not carry out any management or coordination activity with respect to Cembre S.p.A.
Boards' compensation
In the 1st Half of 2018, compensation for the Board of Directors and the Board of Statutory Auditors amounted to:
| Statutory Auditors | Directors | |
|---|---|---|
| Emoluments as directors and auditors of the parent company | 44 | 311 |
| Retribution as employees | ‐ | 477 |
| Non‐monetary benefits | ‐ | 10 |
Non‐monetary benefits relate to the use of a company car and insurance policies underwritten in favor of directors.
Consistent with its remuneration policy, the Company introduced a variable compensation based on medium‐ and long‐term objectivesfor its Managing Director. This remuneration will be paid out in 2021 contingent on the achievement of objectives set for financial years 2018‐2020 by the Board of Directors, upon proposal of the Remuneration Committee. The Company prudentially accrued a provision of €25 for the part relating to the 1st Half of 2018.
28. RISK MANAGEMENT AND FINANCIAL INSTRUMENTS
The Group does not make significant use of derivative instruments to hedge against interest risk and currency exposure.
The short term maturity of a large part of the financial instruments held is such that their carrying value is in line with their fair value of the same.
Risks connected with the market
The Group faces these risks with ongoing innovation, the widening of the product range and the upgrade of its production process, implementing focused marketing policies also with the help of its foreign subsidiaries.
Interest rate risk
In April, the parent company was extended by Banca Intesa two loans amounting respectively to €10 million – expiring in October 2019 and bearing a 0.04% fixed interest – and €4 million – expiring in April 2020 and bearing a 0.05% fixed interest. The nature of the interest rate applied and the relatively short maturity of the loans are such as to protect the Group from interest rate fluctuations.
Currency risk
Despite a strong international presence, the Group does not have a significant exposure to currency risk (on an operating or equity basis), as it operates mainly in the euro area, the currency in which its trade transactions are mainly denominated.
Exposure to currency risk is determined mainly by sales in US dollars and British pounds. The size of these transactions is not significant in influencing the overall performance of the Group.
As described in the consolidation principles section, financial statements of consolidated companies prepared in currencies other than the euro are translated into euro at the exchange rate published on the Internet site of the Ufficio Italiano Cambi.
In addition to currency risk, the Group is also exposed to currency translation risk. As described in the consolidation principles section, in fact, financial statements of consolidated companies prepared in currencies other than the euro are translated into euro at the exchange rate published on the Internet site of the Ufficio Italiano Cambi.
In the table that follows we report the economic effect of possible fluctuations in exchange rates for main financial figures of consolidated companies operating outside the euro area.
| Currency | Exchange rate fluctuation |
Effect on Shareholders' Equity |
Effect on sales | Effect on pre‐tax profit |
|
|---|---|---|---|---|---|
| Cembre Ltd. | GBP | 5% / ‐5% | 612 / (612) | 526 / (526) | 55 / (55) |
| Cembre Inc. | USD | 5% / ‐5% | 362 / (362) | 358 / (358) | 48 / (48) |
At June 30, 2018, the effect of foreign‐exchange transactions, net of currency hedging, was negative by €50 thousand.
Liquidity risk
The exposure of the Group to liquidity risk is not material as its financial position is balanced. The collection and payment cycle is also in balance, as shown by the ratio of current assets to current liabilities which is considerably above 2.
Credit risk
Exposure to credit risk relates exclusively to trade receivables.
As shown in note 5, none of the areas in which the Group operates poses relevant credit risks.
Operating procedures limit the sale of products or services to customers who do not possess an adequate credit profile or provide secured guarantees. Receivables matured over 12 months and those under litigation are widely covered by the provision for bad debt accrued. Cembre moreover holds an insurance policy against commercial credit risk with a primary insurance company, allowing it to reduce further exposure to credit risk.
29. SUBSEQUENT EVENTS
No event having significant effects on the Group's financial position or operating performance occurred after June 30, 2018.
30. CONSOLIDATED COMPANIES
The consolidation area has changed from December 31, 2017 as a result of the acquisition by the German subsidiary of the entire capitalstock of IKUMA GmbH & Co. KG and IKUMA Verwaltungs GmbH, both German companies based in Weinstadt, near Stuttgart.
| Company | Registered office | Share capital | Share held at June 30, 2018 |
Share held at Dec. 31, 2017 |
|---|---|---|---|---|
| Cembre Ltd. | Sutton Coldfield (Birmingham ‐ UK) |
£ 1,700,000 | 100% | 100% |
| Cembre Sarl | Morangis (Paris) |
€ 1,071,000 | 100% | 100% (*) |
| Cembre España S.L.U. | Torrejón de Ardoz (Madrid) |
€ 2,902,000 | 100% | 100% (*) |
| Cembre GmbH | Munich (Germany) |
€ 10,112,000 | 100% | 100% (*) |
| Cembre Inc. | Edison (New Jersey , US) |
US\$ 1,440,000 | 100% | 100%(**) |
| IKUMA GmbH & Co. KG | Weinstadt (Germany) |
EURO 40,000 | 100% (*) | ‐ |
| IKUMA Verwaltungs GmbH |
Weinstadt (Germany) |
EURO 25,000 | 100% (*) | ‐ |
Companies consolidated line‐by‐line are:
(*) held through Cembre GmbH
Brescia, September 11, 2018
THE CHAIRMAN AND MANAGING DIRECTOR OF CEMBRE S.P.A.
Giovanni Rosani
Attestation of the Half-year Condensed Financial Statements
pursuant to art 154-bis Paragraph 5, of Legislative Decree 58 dated Feb. 24, 1998 "Consolidated Law on financial intermediation regulations" and subsequent integrations and updatings
The undersigned Giovanni Rosani and Claudio Bornati in their capacity respectively of, Managing Director and Manager responsible for preparing the financial reports of Cembre S.p.A., attest, pursuant to article 154-bis, paragraphs 3 and 4 of Legislative Decree no.58 dated February 24, 1998, as amended and integrated:
- the adequacy in relation to the characteristics of the company, and
- the application of
administrative and accounting procedures used in the preparation of the Half-year Condensed Financial Statements for the 1st Half of 2018.
It is furthermore attested that the Half-year Condensed Financial Statements for the 1st Half of 2018:
• correspond to the document results, books and accounting records;
• have been prepared in accordance with International Financial Reporting Standards, as endorsed by the European Union through Regulation (EC) 1606/2002 of the European Parliament and Counsel dated July 19, 2002;
• provide a fair and correct representation of the financial conditions, results of operations and cash flows of the Company and its consolidated subsidiaries.
It is furthermore attested that the Report on Operations includes reference to important events that occurred in the first six months of the year and their impact on the condensed consolidated interim financial statements, along with a description of the main risks and uncertainties for the six remaining months of the year, in addition to information on significant related-party transactions. The interim management statement also contains a reliable analysis of the information on significant transactions with related parties.
Brescia, September 11, 2018
signed by signed by Giovanni Rosani Claudio Bornati
the Chairman and the Manager responsible for Managing Director preparing the financial reports