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Cembre — Interim / Quarterly Report 2020
Sep 11, 2020
4425_ir_2020-09-11_9b2f87d2-a518-47eb-8dea-f723890ba79b.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 | |||||||
|---|---|---|---|---|---|---|---|---|
| Consolidated Interim Report of the Cembre Group for the 1st Half of 2020 | 2 | |||||||
| Attachment 1: Comparative Consolidated Income Statement | 17 | |||||||
| Attachment 2: Composition of Corporate Boards | ||||||||
| Condensed Consolidated Interim Financial Statements at June 30, 2020 | ||||||||
| Consolidated Statement of Financial Position | 20 | |||||||
| Consolidated Comprehensive Income Statement | 21 | |||||||
| Consolidated Statement of Cash Flows | 22 | |||||||
| Statement of Changes in the Consolidated Shareholders' Equity | 23 | |||||||
| Notes to the Condensed Consolidated Interim Financial Statements | 24 |
Certification of the Condensed Consolidated Interim Financial Statements at June 30, 2020 pursuant to Article 81-ter of CONSOB Regulation no. 11971/99, as amended and supplemented. 50
Report of the Independent Auditors on the limited audit 51
Group Structure as at June 30, 2020*

*From July 1, 2020 the subsidiary IKUMA GmbH Co. KG and the subsidiary IKUMA Verwaltungs GmbH were merged by incorporation in the company Cembre GmbH, which already owned all their share capital.
Interim Report on Operations of the Cembre Group for the 1st Half of 2020
Operating Review
The first half of 2020 was the scene of the biggest economic crisis in the post-war period. The pandemic that exploded in February did not spare any geographical area, heavily impacting all markets, from the most developed to the poorest. The most acute phase of the crisis seems to have passed, however there are still certain areas, such as North and South America, where the death toll from the virus continues to be high. In addition, the flare-ups of random outbreaks continue to limit the movement of people and prompt Governments to re-impose restrictions. In said general framework, Group activities in the period were heavily impacted. In fact, consolidated sales fell by 15.9% compared to the first half of 2019, down from €76.9 million to €64.7 million.
The trend in consolidated sales by geographical areas shows a 17.5% drop in the Italian market, with sales of €25.4 million. Revenues in the European market (excluding Italy) dropped by 15.0% to €30.4 million, while revenues in non-European markets recorded a decrease of 14.3%, with revenues at €8.9 million. In the 1st Half of 2020, 39.3% of Group sales were represented by Italy (as compared with 40.1% in the 1st Half of 2019), 47.0% by the rest of Europe (46.5% in the 1st Half of 2019), and the remaining 13.7% by the rest of the World (13.4% in the 1st Half of 2019).
| (euro '000) | st half 1 2020 |
st half 1 2019 |
Change | st half 1 2018 |
st half 1 2017 |
st half 1 2016 |
st half 1 2015 |
st half 1 2014 |
st half 1 2013 |
st half 1 2012 |
st half 1 2011 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Italy | 25,398 | 30,798 | -17.5% | 31,349 | 28,055 | 25,446 | 25,312 | 22,194 | 19,309 | 20,968 | 24,819 |
| Rest of Europe | 30,383 | 35,727 | -15.0% | 30,718 | 28,014 | 26,250 | 26,283 | 26,100 | 23,995 | 23,841 | 22,168 |
| Rest of the World | 8,875 | 10,353 | -14.3% | 11,228 | 10,527 | 10,989 | 11,442 | 8,319 | 8,955 | 8,412 | 6,848 |
| Total | 64,656 | 76,878 | -15.9% | 73,295 | 66,596 | 62,685 | 63,037 | 56,613 | 52,259 | 53,221 | 53,835 |
Sales by geographical area:
Revenues from sales and services (net of intra-group sales), in thousands of Euros, are
broken down between the various companies as follows:
| (euro '000) | st half 1 2020 |
st half 1 2019 |
Change | st half 1 2018 |
st half 1 2017 |
st half 1 2016 |
st half 1 2015 |
st half 1 2014 |
st half 1 2013 |
st half 1 2012 |
st half 1 2011 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Cembre S.p.A. | 33,279 | 40,361 | -17.5% | 40,680 | 37,303 | 35,226 | 34,732 | 29,098 | 26,607 | 28,308 | 31,873 |

| Cembre Ltd. (UK) | 7,642 | 10,401 | -26.5% | 9,320 | 8,883 | 9,313 | 9,979 | 10,636 | 9,541 | 9,086 | 6,759 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Cembre S.a.r.l. (F) | 4,309 | 5,633 | -23.5% | 5,270 | 5,025 | 4,836 | 4,300 | 4,292 | 4,037 | 4,081 | 3,846 |
| Cembre España S.L.U. (E) | 5,495 | 6,045 | -9.1% | 5,366 | 5,093 | 4,084 | 4,406 | 3,567 | 3,167 | 3,093 | 3,929 |
| Cembre GmbH (D)* | 7,956 | 7,689 | 3.5% | 5,491 | 4,319 | 3,824 | 3,633 | 3,762 | 3,535 | 4,018 | 3,896 |
| Cembre AS (NOR) (Wound up in 2016) |
n.a. | n.a. | n.a. | n.a. | n.a. | 23 | 591 | 450 | 412 | 528 | 424 |
| Cembre Inc. (USA) | 5,975 | 6,749 | -11.5% | 7,168 | 5,973 | 5,379 | 5,396 | 4,808 | 4,960 | 4,107 | 3,108 |
| Total | 64,656 | 76,878 | -15.9% | 73,295 | 66,596 | 62,685 | 63,037 | 56,613 | 52,259 | 53,221 | 53,835 |
*From July 1, 2020, the company IKUMA KG was merged by incorporation in Cembre GmbH. The two companies operated in close synergy from the start of the year, through common management and a strategy defined at country level; for said reason, the data were shown in the tables in consolidated form, considering the data of the German companies jointly (note that IKUMA was acquired effective from May 1, 2018, therefore the data up to 2017 concern solely Cembre Gmbh).
In the 1st Half of 2020, Group companies reported the following results, before the consolidation:
| Net result prior to consolidation | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (euro '000) | 1 st half 2020 |
1 st half 2019 |
Change | 1 st half 2018 |
1 st half 2017 |
1 st half 2016 |
1 st half 2015 |
1 st half 2014 |
1 st half 2013 |
1 st half 2012 |
1 st half 2011 |
|||
| Cembre S.p.A. | 7,811 | 14,016 | -44.3% | 12,757 | 10,496 | 9,275 | 9,283 | 6,807 | 4,305 | 5,635 | 6,153 | |||
| Cembre Ltd. (UK) | 330 | 1,150 | -71.3% | 854 | 2,997 | 1,049 | 1,182 | 1,391 | 1,139 | 1,123 | 635 | |||
| Cembre S.a.r.l. (F) | 50 | 420 | -88.1% | 307 | 236 | 160 | 211 | 183 | 166 | 100 | 165 | |||
| Cembre España S.L.U. (E) | 191 | 312 | -38.8% | 148 | 289 | (40) | 264 | 161 | 69 | (276) | (31) | |||
| Cembre GmbH (D)* | 241 | 344 | -29.9% | 211 | 288 | 166 | 94 | 197 | 98 | 278 | 304 | |||
| Cembre AS (NOR) (Wound up in 2016) |
n.a. | n.a. | n.a. | n.a. | n.a. | -91 | 49 | 31 | 11 | 57 | 37 | |||
| Cembre Inc. (USA) | 291 | 554 | -47.5% | 694 | 245 | 183 | 160 | 294 | 480 | 210 | 131 |
For a more direct evaluation of the effect of foreign exchange translations, we include
below sales figures of Group companies operating outside the euro area in the respective
currency.
| Curr | Net profit | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (euro '000) | 1 st half 2020 |
1 st half 2019 |
Change | 1 st half 2018 |
1 st half 2017 |
1 st half 2016 |
1 st half 2015 |
1 st half 2014 |
1 st half 2013 |
1 st half 2012 |
1 st half 2011 |
|||
| Cembre Ltd. (UK) | Gbp | 289 | 1,005 | -71.2% | 751 | 2,580 | 817 | 865 | 1,142 | 969 | 923 | 552 | ||
| Cembre Inc. (USA) | US\$ | 321 | 626 | -48.7% | 840 | 266 | 204 | 179 | 402 | 630 | 272 | 183 |
To provide a better understanding of the Company's consolidated results for the 1st half of 2020, a Comparative Consolidated Income Statement is provided in Attachment 1, which shows the percentage changes compared to the same period in 2019.
Consolidated gross operating profit for the 1st Half amounted to €15,578 thousand, representing a 24.1% margin on sales, down 25.5% on the corresponding period in 2019 when it amounted to €20,912 thousand, representing a 27.2% margin on sales. The incidence of the cost of goods sold decreased in the half-year, while the weight of the cost for services remained stable. The incidence of personnel costs rose, despite the value dropping in absolute terms due to the use of Cassa Integrazione (Wage Guarantee Fund) during the lock-down to contain Covid-19. The average number of employees employed by the Group in the period rose from 741 to 755, with growth in particular at the German company IKUMA KG, which reported an average rise of 12 in the headcount during the period.
Consolidated operating profit for the period amounted to €10,202 thousand, representing a 15.8% margin on sales, down 36.9% on €16,167 thousand in the 1st Half of 2019, when it represented a 21.0% margin on sales.
Consolidated profit before taxes for the period amounted to €10,199 thousand, representing a 15.8% margin on sales, down 36.4% on €16,033 thousand in the 1st Half of 2019, when it represented a 20.9% margin on sales.
Net profit for the half-year amounted to €7,600 thousand, representing an 11.8% margin on sales, down 38.6% on €12,375 thousand in the 1st Half of 2019, when it represented a 16.1% margin on sales.
The net financial position went from a surplus of €5.6 million as at December 31, 2019, to a deficit of €4.7 million as at June 30, 2020.The financial position was affected by the payment of €15.0 million in dividends and capital expenditure made by the Parent Company, amounting to €3.5 million.
At June 30, 2019, the net financial position was equal to a deficit of €4.7 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 Result (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 Result (EBIT): defined as the difference between the Gross Operating Result and the value of amortization/impairment. It represents the profit before cash flows and taxes.
Net Financial Position: represents the algebraic sum of cash and cash equivalents, financial receivables and current and non-current financial debt.
Investments
Capital expenditure, gross of amortisation, depreciation and disposals made in the 1st Half of 2020 amounted to €3.5 million and consisted mainly in the acquisition of plant and equipment. In the 1st Half of 2019 investments amounted to €5.8 million.
Main risks and uncertainties
Risks connected to the economic situation
The economic and financial situation of the Group is influenced 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.
The pandemic is having a bigger than expected impact on the global economy. The International Monetary Fund estimates a decrease of 4.9% in global gross domestic product, revising downwards its April estimates. Nonetheless, there is still ample room for uncertainty connected with potential future developments of the virus which, in the event of a fresh wave, could delay the recovery forecast for 2021. The difficulty in drawing up reliable forecasts, the extreme sensitivity of the markets to pandemic-related news, as well as the restrictions and obligations imposed for the reopening of companies after the shut-down, have slowed the recovery in activities and trade. The job market has been severely hit by the health emergency, in particular in the poorest economies and in less qualified jobs, for which the use of social shock absorbers or forms of smart working have not been possible. The drop in demand, combined with the fall in the price of energy goods, has led to a decline in inflation, despite the lower availability of products and services resulting from the halting of activities.
Intervention by banks and national Governments have limited the detrimental effects of the crisis, mitigating the fragility of the financial markets, by promoting company and household liquidity and supporting the job sector.
The International Monetary Fund predicts that the United States, the country most heavily impacted by the epidemic, will close 2020 with a slump in GDP of 8%, with an expected recovery of 4.5% in 2021. The Eurozone on the whole should lose 10.2%, then rise next year by 6%; for Italy and Spain, nations hit hard by the virus, the forecasts point to a drop in GDP of 12.8%, with a rebound of 6.3% in the next year, France will see a decrease of 12.5% and a recovery of 7.3%; by contrast, Germany should see a drop of 7.8% with a forecast recovery of 5.4% in 2021.
The wide margin of uncertainty on which estimates of future performance are based make it very difficult to make reliable predictions regarding the 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 changes in the economic scenario that may develop in the next months.
Covid-19 risk
During the peak of the virus' spread, the Group implemented all the measures to prevent, control and contain the virus in order to protect the health of its employees, through both the reorganisation of work, of procedures and logistics, and by purchasing and installing protective equipment.
The Group is keeping a close eye on virus developments, and is ready to implement additional measures and investments if needs be. For more details, please refer to the paragraph "Implications of the Covid-19 pandemic" of this Report.
Risks connected with the market
The Group protects its market position by pursuing ongoing innovation, the widening of the product range, and by introducing into production processes the most advanced methods and machinery, while also implementing, with the help of its foreign subsidiaries, targeted marketing policies and pursuing a policy of market expansion where the Group has less of a presence.
Credit risk
Cembre and its subsidiaries focused over time on a careful selection of customers, managing prudently sales to those that do not possess an adequate credit standing. The Group has accrued a provision for doubtful accounts and the management doubtful accounts, constantly monitoring past due amounts and soliciting payment when terms have expired. To further reduce this type of risk, Cembre S.p.A. and Cembre España SLU have stipulated an insurance policy with a leading insurance company against commercial credit losses.
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
As at June 30, 2020, the Parent Company Cembre S.p.A. has four loans in place, expiring between September 2020 and September 2021. The nature of the rate applied and the relatively short-term maturity protect the Group from any fluctuations in interest rates.
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 basically 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 behaviour 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 organisational, 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 Parent Company constantly integrates and upgrades the model.
Further information on the main financial risks and uncertainties is contained in the notes.
Environmental management
Cembre S.p.A. has deemed and recognised as a fundamental step in its development the creation of a harmonised Environmental Management System according to the spirit and the interpretation of the UNI EN ISO 14001 standard.
To this end, a demanding project has involved all the functions and all the company processes: from the engineering and design phase, to the choice of materials and processes used, to the careful and conscious management of the production phases.
The project was extended to subsidiary Cembre Ltd. (UK), representing the second production site of the Cembre Group; thus the certification of the Environmental Management System according to the ISO 14001:2015 standard now extends to both Cembre S.p.A. and Cembre Ltd.
The certification of the Environmental Management System of the Group's production sites allows us to ensure the application of common, shared and environmentally friendly behavioural guidelines.
Through the implementation of operating procedures strictly in line with regulations regarding environmental protection and the application of principles for sustainable development Cembre can:
• create opportunities to protect the environment by preventing or mitigating environmental impacts,
- fulfil its compliance obligations,
- improve environmental performance,
• design and manufacture products using materials and processes that ensure the protection of the environment throughout the life of the product, from manufacturing to disposal.
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.
Research & Development
In the Group, Research & Development activities are made prevalently by Cembre S.p.A.; costs for personnel employed in Research & Development of new products amounted to €236 thousand, of which €112 thousand were capitalised in development costs under intangible assets.
Below we include a brief description of projects undertaken in the first half of the year. Information provided is purposely generic because some products will be launched in the second half of the year and are in some cases in the process of obtaining patents.
Cable terminals
A total of 37 requests for new products were dealt with. Each study involved both new connectors and machinery for their manufacturing.
The study of the innovative range of mechanical connectors with the new snap-off screw continued, and laboratory tests continued for the validation of the solutions developed.
Railroad equipment
Various new product requests for equipment and tools related to the maintenance of railway systems were dealt with.
The prototype of a new battery-powered machine for railway section maintenance was designed, with innovative functions and performances for the market. The machine will enter into production in the first half of the next year.
The design of a new battery-powered tool for railway section maintenance was completed, with innovative ergonomic features. It will also enter into production by the first half of the next year.
Lastly, the development of jigs and clamps for the drills for rail drilling continued, including some specific solutions for the Belgian market.
Tools
The prototype of a new clamp for the compression of electrical terminals was approved, which will therefore enter the industrialisation phase. It will be available for the market by the first half of the next year.
The project was developed last year for a hydraulic head for cable inspection, able to communicate with the relevant control pump, signalling completion of the operation. Field tests are currently in process on the product which is the object of a patent.
Three new hydraulic tools for the compression of connectors were introduced on the market, one controlled manually and two battery-powered. They were created for the German market, where they are highly regarded, and present an innovative solution that makes them easy to use.
The design of 9 pairs and entire series of matrices for the compression of electrical connectors continued, many of which dedicated to the new tools described above.
Cable marking
Eleven projects were developed relating to products for industrial marking. Studies also included the related manufacturing tools.
The most challenging project definitely concerns the expansion and updating of the current range of thermal transfer printers, with the goal of ensuring the best solution for each type of use.
A new thermal transfer auto-loaded printer with display with touch technology will soon be launched on the market, suitable for intensive use.
Lastly, an innovative thermal transfer printer is at the design phase, which will enter into production by the first half of next year.
Pressfit
Cembre has developed, for metallic connections, 5-segment "chain" compression systems that are subject to patent.
A new hydraulic tool has been designed, suited to permanent deformation of multilayer pipes. Its prototype will be created in the second half.
Transactions with related parties
Cembre S.p.A. signed leases with "Tha Immobiliare S.p.A.", with registered office in Brescia, and capital subdivided between Giovanni Rosani and Sara Rosani, members of the Board of Directors of Cembre S.p.A.
Invoices issued in the half-year relating to the above contracts were all paid in full.
Cembre Ltd. leases an industrial building from Borno Ltd., a company controlled by Lysne S.p.A. (holding company of Cembre S.p.A.). A summary of the amounts reported in the financial statements relating to the above contracts is provided below:
| Assets | Non-current liabilities |
Current liabilities |
Amortisation | Interest expense |
|
|---|---|---|---|---|---|
| Leased assets from THA - Cembre S.p.A. | 2,990 | 2,537 | 476 | 248 | 33 |
| Leased assets from Borno - Cembre Ltd | 789 | 684 | 113 | 61 | 6 |
Cembre GmbH has recorded €981 thousand under its liabilities, relating to the discounted value of the residual debt to the former owners and directors of IKUMA. The discounted non-current portion of this debt amounts to €496 thousand.
Transactions with Group companies and related parties fall under normal business activities and are carried out at prices corresponding to the market value.
Absence of control and coordination
Despite the fact that article 2497-sexies of the Italian Civil Code states that "it is presumed that, unless otherwise proved, the direction and coordination activities of companies is exercised by the company or entity that is required 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. believes that it operates in full autonomy with respect to 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. controls two companies incorporated and regulated under the laws of a State that is not part of the European Union, namely Cembre Inc. with registered office in New Jersey (USA) and Cembre Ltd with registered office in Birmingham (UK).
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 Cembre Inc. and Cembre Ltd to its independent auditors and believes the current communication process in place with the independent auditors to be effective.
Cembre S.p.A. already possesses the by-laws, the composition and powers of the company boards of Cembre Inc. and Cembre Ltd 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, 2020, the number of own shares held by Cembre S.p.A. was 280,041, corresponding to 1.65% of the capital stock. No treasury shares were purchased or sold in the first half of 2020. The shareholders' meeting of Cembre S.p.A. on May 20, 2020, resolved the authorisation to purchase own shares, effective for the 18 months subsequent to the date of the 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 della Finanza - Consolidated Finance Act), we refer to the Report on Corporate Governance which, in addition to providing a general description of corporate governance and of risk management and internal control procedures, 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 website "www.cembre.it".
Implications of the Covid-19 pandemic
The explosion of the Covid-19 pandemic not only caused a decline in sales revenues and a drop-off in results described above, but required the Cembre Group to implement a
series of preventive actions to contain the spread of the virus and protect the health of all the Group's employees. Initially, it launched a major information campaign by posting, in commonly used rooms and toilets, the rules of behaviour and hygiene practices recommended by the health authorities to combat the epidemic, together with the distribution of hand gel. Subsequently, due to the deterioration of the situation, it changed the organisation of work, arranging it into several shifts, in order to reduce the number of people present in the various departments. The presence of people in the same office was reduced to a minimum and, where possible, people were placed in smart working mode. During the most acute phase of the virus, activities in Italy went into almost total shut-down from March 23 to May 4. Cembre S.p.A. never halted deliveries, given suppliers of Railway and Electrical Companies and other activities of primary interest. During that period, for personnel who could not be placed into smart working mode, the company made use of social shock absorbers. In order to compensate 50% of the reduction in wages that occurred during the 'cassa integrazione' (wages guarantee fund) period, Cembre S.p.A. initiated a financial compensation programme and also paid an attendance bonus for those who physically worked during the lock-down period from March 23 to April 17; the total company cost of these supplements came to €411 thousand, a value already fully allocated in these financial statements, also for the portion to be paid in July and August 2020.
In France, activities were halted in the March 23-29 period, with a staff rotation system activated until May 31 to reduce the number of people present. Activities in the UK, despite never being halted, were greatly reduced, with roughly 60% of personnel making use of social shock absorbers also in this case. In Spain and Germany, activities continued without any shut-downs, albeit at reduced volumes and with the use of smart working, while in the United States, the company had to sanitise work environments, with the full shut-down of the company for two days in the last week of March, due to the positive virus test of a worker.
In order to be able to put into practice all the necessary provisions to combat Covid-19, i.e. purchase of the personal protective equipment and of hygiene products, sanitisation of environments, installation of thermal scanners, change of office and reception layout, antibody tests for employees and temperature control service at the entrance, the Cembre Group incurred costs of €104 thousand in the first half of 2020, of which €18 thousand capitalised under fixed assets.
In this hugely difficult period, Cembre decided to pledge its support to two institutions committed on the front line of the fight against the virus, by donating €70 thousand to the Fondazione Poliambulanza and €30 thousand to the Italian Red Cross. In addition, it donated 20 tablets, for a total value of €3 thousand, to the Municipality of Brescia to allow the most needy students to take part in school lessons on-line.
The net financial position was negatively affected by the reduction in revenues stemming from the pandemic, without, however, involving any particular requirements, owing to the Group's financial and capital strength. In fact, the new loans taken out in the half fall under normal operations and were not determined by the crisis related to the pandemic.
The analysis of receivables did not highlight any particular criticalities linked to the pandemic. Therefore, it was not necessary to change the write-down percentages of commercial activities.
Subsequent events
From July 1, 2020 the subsidiary IKUMA GmbH Co. KG and the subsidiary IKUMA Verwaltungs GmbH were merged by incorporation in the company Cembre GmbH, which already owned all their share capital. The transaction is the result of the rationalisation and restructuring of the commercial network and of the Group's activities on the German market, and the fact that the German companies by now have employed a joint strategy and management.
Outlook
In consideration of the uncertainty of the current situation, making forecasts is extremely difficult. In fact, the evolution of the current health emergency is still uncertain and it is not easy to predict the repercussions of any Government measures that should be taken in the future to deal with it. In any case, it is estimated that, in 2020, the Cembre Group
will see a fall in revenues, with a subsequent drop in profit margins. However, thanks to the notable financial strength of the Group, it is not believed that the uncertainty linked to the above situation will prejudice the Group's ability to continue to operate.
Attachments
This document includes the following attachments:
Attachment 1 Comparative Consolidated Income Statement for the year ended June 30, 2020
Attachment 2 Composition of corporate boards.
Brescia, September 10, 2020
FOR THE BOARD OF DIRECTORS OF THE PARENT COMPANY CEMBRE S.P.A. The Chairman and Managing Director
Giovanni Rosani
Attachment 1 - Report on Operations of the Group
Comparative Consolidated Income Statement
| st Half 1 |
% | st Half 1 |
% | ||
|---|---|---|---|---|---|
| 2020 | of sales | 2019 | of sales | Change | |
| (€ '000) | |||||
| Revenues from contracts with customers | 64.656 | 100,0% | 76.878 | 100,0% | -15,9% |
| Other revenues | 368 | 565 | -34,9% | ||
| TOTAL REVENUES | 65.024 | 77.443 | -16,0% | ||
| Cost of goods and merchandise | (22.646) | -35,0% | (25.358) | -33,0% | -10,7% |
| Change in inventories | 3.013 | 4,7% | 1.144 | 1,5% | 163,4% |
| Cost of goods sold | (19.633) | -30,4% | (24.214) | -31,5% | -18,9% |
| Cost of services received | (8.364) | -12,9% | (10.098) | -13,1% | -17,2% |
| Lease and rental costs | (77) | -0,1% | (178) | -0,2% | -56,7% |
| Personnel costs | (20.352) | -31,5% | (21.705) | -28,2% | -6,2% |
| Other operating costs | (888) | -1,4% | (864) | -1,1% | 2,8% |
| Increase in assets due to internal construction | 576 | 0,9% | 553 | 0,7% | 4,2% |
| Impairment losses on contract assets | (34) | -0,1% | (14) | 0,0% | 142,9% |
| Accruals to provisions for risks and charges | (674) | -1,0% | (11) | 0,0% | 6027,3% |
| GROSS OPERATING PROFIT | 15.578 | 24,1% | 20.912 | 27,2% | -25,5% |
| Property, plant and equipment depreciation | (4.162) | -6,4% | (3.634) | -4,7% | 14,5% |
| Intangible asset amortization | (399) | -0,6% | (432) | -0,6% | -7,6% |
| Depreciation of rght of use assets | (815) | -1,3% | (679) | -0,9% | 20,0% |
| OPERATING PROFIT | 10.202 | 15,8% | 16.167 | 21,0% | -36,9% |
| Financial income | 3 | 0,0% | 3 | 0,0% | 0,0% |
| Financial expenses | (57) | -0,1% | (68) | -0,1% | -16,2% |
| Foreign exchange gains (losses) | 51 | 0,1% | (69) | -0,1% | -173,9% |
| PROFIT BEFORE TAXES | 10.199 | 15,8% | 16.033 | 20,9% | -36,4% |
| Income taxes | (2.599) | -4,0% | (3.658) | -4,8% | -29,0% |
| NET PROFIT | 7.600 | 11,8% | 12.375 | 16,1% | -38,6% |
Attachment 2 to the Interim Report on Operation of the Cembre Group for the 1st Half of 2020
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 | Auditor |
| Rosanna Angela Pilenga | Auditor |
Maria Grazia Lizzini Substitute Auditor Rosella Colleoni Substitute Auditor
Independent Auditors
EY S.p.A.
This situation is updated at September 10, 2020.
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 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 Statements of Financial Position
| ASSETS | Notes | Jun. 30, 2020 | Dec. 31, 2019 | ||
|---|---|---|---|---|---|
| (euro '000) | of which: related | of which: related | |||
| NON CURRENT ASSETS | parties | parties | |||
| Tangible assets | 1 | 85.095 | 86.430 | ||
| Investment property | 2 | 1.001 | 1.024 | ||
| Intangible assets | 3 | 4.384 | 4.442 | ||
| Goodwill | 4 | 4.608 | 4.608 | ||
| Right of use assets | 5 | 5.538 | 3.779 | 6.366 | 4.158 |
| Other investments | 10 | 10 | |||
| Other non-current assets | 6 | 549 | 1.013 | ||
| Deferred tax assets | 15 | 3.141 | 3.091 | ||
| TOTAL NON-CURRENT ASSETS | 104.326 | 106.984 | |||
| CURRENT ASSETS | |||||
| Inventories | 7 | 53.331 | 50.828 | ||
| Trade receivables | 8 | 23.941 | 22.284 | ||
| Tax receivables | 514 | 843 | |||
| Other receivables | 9 | 1.764 | 1.396 | ||
| Cash and cash equivalents | 25.861 | 20.983 | |||
| TOTAL CURRENT ASSETS | 105.411 | 96.334 | |||
| NON-CURRENT ASSETS AVAILABLE FOR SALE | - | - | |||
| TOTAL ASSETS | 209.737 | 203.318 |
| LIABILITIES AND SHAREHOLDERS' EQUITY | Notes | Jun. 30, 2020 | Dec. 31, 2019 | ||
|---|---|---|---|---|---|
| (euro '000) | of which: related | of which: related | |||
| SHAREHOLDERS' EQUITY | parties | parties | |||
| Capital stock | 10 | 8.840 | 8.840 | ||
| Reserves | 10 | 135.908 | 129.896 | ||
| Net profit | 7.600 | 21.690 | |||
| TOTAL SHAREHOLDERS' EQUITY | 152.348 | 160.426 | |||
| NON-CURRENT LIABILITIES | |||||
| Non-current financial liabilities | 11 | 5.386 | 3.222 | 4.901 | 3.578 |
| Other non-current payables | 6 | 496 | 496 | 989 | 989 |
| Employee termination indemnity and other personnel benefits | 12 | 2.257 | 102 | 2.356 | 96 |
| Provisions for risks and charges | 13 | 985 | 125 | 278 | 100 |
| Deferred tax liabilities | 14 | 2.776 | 2.856 | ||
| TOTAL NON-CURRENT LIABILITIES | 11.900 | 11.380 | |||
| CURRENT LIABILITIES | |||||
| Current financial liabilities | 11 15 |
25.179 | 590 | 10.520 | 593 |
| Trade payables | 8.746 | 12.062 | |||
| Tax payables | 16 | 1.253 | 309 | ||
| Other payables | 10.311 | 498 | 8.621 | 498 | |
| TOTAL CURRENT LIABILITIES | 45.489 | 31.512 | |||
| LIABILITIES ON ASSETS HELD FOR DISPOSAL | - | - | |||
| TOTAL LIABILITIES | 57.389 | 42.892 | |||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 209.737 | 203.318 |
Statement of Consolidated Comprehensive Income
| of which: related of which: related (euro '000) parties parties 17 Revenues from contracts with customers 64.656 76.878 18 Other revenues 368 565 TOTAL REVENUES 65.024 77.443 Cost of goods and merchandise (22.646) (25.358) Change in inventories 3.013 1.144 19 Cost of services received (8.364) (416) (10.098) (485) Lease and rental costs (77) (178) 20 Personnel costs (20.352) (395) (21.705) (479) 21 Other operating costs (888) (864) Increase in assets due to internal construction 576 553 Impairment losses on contract assets (34) (14) 22 Accruals to provisions for risks and charges (674) (11) GROSS OPERATING PROFIT 15.578 20.912 1 Property, plant and equipment depreciation (4.162) (3.634) 3 Intangible asset amortization (399) (432) 5 Depreciation of right of use assets (815) (309) (679) (308) OPERATING PROFIT 10.202 16.167 23 Financial income 3 3 23 Financial expenses (57) (39) (68) (45) 28 Foreign exchange gains (losses) 51 (69) PROFIT BEFORE TAXES 10.199 16.033 24 Income taxes (2.599) (3.658) NET PROFIT FROM ORDINARY ACTIVITIES 7.600 12.375 NET PROFIT FROM ASSETS HELD FOR DISPOSAL - - NET PROFIT 7.600 12.375 Items that may be reclassified subsequently to profit and loss Conversion differences included in equity (904) 36 25 COMPREHENSIVE INCOME 6.696 12.411 26 BASIC AND DILUTED EARNINGS PER SHARE 0,45 0,74 |
Notes | 1 | st Half 2020 | 1st Half 2019 |
|---|---|---|---|---|
Consolidated Statement of Cash Flows
| st Half 1 |
st Half 1 |
|
|---|---|---|
| 2020 | 2019 | |
| € '000 | ||
| A) CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD | 20.983 | 17.198 |
| B) CASH FLOW FROM OPERATING ACTIVITIES | ||
| Net profit for the period | 7.600 | 12.375 |
| Depreciation, amortization and write-downs | 5.376 | 4.745 |
| (Gains)/Losses on disposal of assets | 16 | (30) |
| Net change in Employee Termination Indemnity | (99) | (113) |
| Net change in provisions for risks and charges | 707 | 102 |
| Operating profit (loss) before change in working capital | 13.600 | 17.079 |
| (Increase) Decrease in trade receivables | (1.657) | (5.050) |
| (Increase) Decrease in inventories | (2.503) | (1.155) |
| (Increase) Decrease in other receivables and deferred tax assets | (89) | 168 |
| Increase (Decrease) of trade payables | (2.064) | (263) |
| Increase (Decrease) of other payables, deferred tax liabilities and tax payables | 2.554 | 5.880 |
| Change in working capital | (3.759) | (420) |
| NET CASH FLOW (USED IN)/FROM OPERATING ACTIVITIES | 9.841 | 16.659 |
| C) CASH FLOW FROM INVESTING ACTIVITIES | ||
| Capital expenditure on fixed assets: | ||
| - intangible | (343) | (613) |
| - tangible | (3.186) | (5.141) |
| Proceeds from disposal of tangible, intangible, available-for-sale financial assets | ||
| - tangible | 83 | 146 |
| Increase (Decrease) of trade payables for assets | (1.252) | (1.266) |
| NET CASH FLOW (USED IN)/FROM INVESTING ACTIVITIES | (4.698) | (6.874) |
| D) CASH FLOW FROM FINANCING ACTIVITIES | ||
| (Increase) Decrease in other non current assets | 464 | 514 |
| (Increase) Decrease in other non current payables | (493) | (491) |
| Increase (Decrease) in bank payables | 15.963 | 498 |
| Repayment of leasing liabilities | (806) | (657) |
| Change in reserves | 274 | - |
| Dividends distributed | (15.048) | (15.048) |
| NET CASH FLOW (USED IN)/FROM FINANCING ACTIVITIES | 354 | (15.184) |
| E) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (B+C+D) | 5.497 | (5.399) |
| F) Foreign exchange conversion differences | (619) | 38 |
| G) CASH AND CASH EQUIVALENTS AT END OF THE PERIOD (A+E+F+G) | 25.861 | 11.837 |
| Of which: assets held for disposal | - | - |
| CASH AND CASH EQUIVALENTS AT END OF THE PERIOD | 25.861 | 11.837 |
| CASH AND CASH EQUIVALENTS AT END OF THE PERIOD | 25.861 | 11.837 |
| Current financial liabilities | (25.179) | (11.500) |
| Non current financial liabilities | (5.386) | (5.049) |
| NET CONSOLIDATED FINANCIAL POSITION | (4.704) | (4.712) |
| INTERESTS PAID IN THE PERIOD | (57) | 4 |
| BREAKDOWN OF CASH AND CASH EQUIVALENTS AT END OF THE PERIOD | ||
| Cash | 19 | 15 |
| Bank deposits | 25.842 | 11.822 |
| 25.861 | 11.837 |
Statement of Changes in the Consolidated Shareholders' Equity
| (€ '000) | Balance at December 31, 2019 |
Allocation of previous year net profit |
Other changes |
Dividends | Comprehensive income of the period |
Balance at June 30, 2020 |
|---|---|---|---|---|---|---|
| Capital stock | 8.840 | 8.840 | ||||
| Share premium reserve | 12.245 | 12.245 | ||||
| Legal reserve | 1.768 | 1.768 | ||||
| Reserve for own shares | (5.283) | (5.283) | ||||
| Suspended-tax revaluation reserve | 585 | 585 | ||||
| Other suspended-tax reserves | 68 | 68 | ||||
| Consolidation reserve | 23.774 | (869) | 22.905 | |||
| Conversion differences | (1.128) | (41) | (904) | (2.073) | ||
| Extraordinary reserve | 89.565 | 7.552 | 97.117 | |||
| Reserve for FTA | 3.715 | 3.715 | ||||
| Reserve for discounting of Employee Termination Indemnity | 89 | 89 | ||||
| Merger surplus reserve | 4.397 | 4.397 | ||||
| Stock options reserve | 101 | 274 | 375 | |||
| Retained earnings | - | - | ||||
| Net profit | 21.690 | (6.642) | (15.048) | 7.600 | 7.600 | |
| Total Shareholders' Equity | 160.426 | - | 274 | (15.048) | 6.696 | 152.348 |
| (€ '000) | Balance at December 31, 2018 |
Allocation of previous year net profit |
Other changes |
Dividends | Comprehensive income of the period |
Balance at June 30, 2019 |
|---|---|---|---|---|---|---|
| Capital stock | 8.840 | 8.840 | ||||
| Share premium reserve | 12.245 | 12.245 | ||||
| Legal reserve | 1.768 | 1.768 | ||||
| Reserve for own shares | (5.283) | (5.283) | ||||
| Suspended-tax revaluation reserve | 585 | 585 | ||||
| Other suspended-tax reserves | 68 | 68 | ||||
| Consolidation reserve | 22.753 | 1.479 | (357) | 23.875 | ||
| Conversion differences | (2.413) | 393 | (2.020) | |||
| Extraordinary reserve | 83.356 | 6.209 | 89.565 | |||
| Reserve for FTA | 3.715 | 3.715 | ||||
| Reserve for discounting of Employee Termination Indemnity | 111 | 111 | ||||
| Merger surplus reserve | 4.397 | 4.397 | ||||
| Stock options reserve | - | - | ||||
| Retained earnings | - | - | ||||
| Net profit | 22.736 | (7.688) | (15.048) | 12.375 | 12.375 | |
| Total Shareholders' Equity | 152.878 | - | - | (15.048) | 12.411 | 150.241 |
Notes to the Condensed Consolidated Interim Financial Statements at June 30, 2020
I. CORPORATE INFORMATION
Cembre S.p.A. is a joint-stock company with registered office in Brescia, Via Serenissima 9. The company is listed on the MTA (screen-based equities market) 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 Financial Report, including these Condensed Consolidated Interim Financial Statements of Cembre S.p.A., was authorised by a resolution of the Board of Directors dated September 10, 2020.
Cembre S.p.A. is controlled by Lysne S.p.A., a holding company based in Brescia, that does not carry out management and coordination activities.
II. FORM AND CONTENT OF THE CONSOLIDATED FINANCIAL STATEMENTS
Preparation criteria
The condensed consolidated interim financial statements at June 30, 2020 were prepared in accordance with the provisions of IAS 34 "Interim financial reporting".
The condensed consolidated interim financial statements do not include all the economic and financial information required in the annual financial statements and must be read in conjunction with the Group's annual financial statements at December 31, 2019. Unless otherwise indicated, figures reported in the financial statements and the related notes are expressed in thousands of euro.
The scope of consolidation has not changed with respect to both December 31, 2019 and June 30, 2019.
Relevant accounting principles
The principles adopted in the preparation of these condensed consolidated interim financial statements are those formally approved by the European Union in force at June 30, 2020 and are consistent with those adopted in the preparation of the Group's Financial Statements at December 31, 2019.
Changes in Accounting Principles
The following amendments to international accounting principles have come into force but have not led to changes in the Group's consolidated financial statements:
| Changes in Accounting Principles | Date of effectiveness set forth by the standard |
|---|---|
| Amendments to references to the Conceptual Framework in the IFRS Standards | January 1, 2020 |
| Amendments to IFRS 3 - Definition of a business | January 1, 2020 |
| Amendments to IAS 1 and IAS 8 - Definition of material | January 1, 2020 |
Future changes in accounting principles
The updates, interpretations and amendments to the IFRS, already approved by the IASB, but still in the process of being acknowledged by the competent bodies of the European Union, are as follows:
| New and revised standards | Date of effectiveness set forth by the standard |
|---|---|
| Amendments to IFRS 16 - Changes linked to the effects of Covid-19 | May 28, 2020 |
| Amendments to IFRS 4 - Deferment of application of IFRS 9 | January 1, 2021 |
| Amendments to IAS 1 - Classification of liabilities as current and non-current | January 1, 2022 |
| Amendments to IFRS 3, IAS 16, IAS 37 | January 1, 2022 |
| Annual updates 2018-2020 | January 1, 2022 |
| IFRS 17 – Insurance contracts | January 1, 2023 |
The amendments to IFRS 16 are not applicable, given that the terms of the contracts in place did not undergo any changes as a result of the Covid-19 pandemic.
The Cembre Group reserves the right to evaluate the possible effects of adoption of the other new standards over the next few months.
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 financial statements of subsidiaries are shown in the table below.
| Currency | Exchange rate at 06/30/2020 | Average exchange rate for 2020 |
|---|---|---|
| British pound (€/£) | 0.9124 | 0.8746 |
| US dollar (€/\$) | 1.1198 | 1.1020 |
III. SEASONAL FACTORS
The Group's activity is not subject to cyclical or seasonal swings with the exception of the slowdown registered in August for the summer holidays, and in December for the Christmas holidays.
IV. SEGMENT INFORMATION
IFRS 8 requires segment information to be supplied using the same elements on which management bases internal reporting.
The Cembre Group 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 business segment called "Electric connectors and related tools and accessories", items based on this element are not usually utilised for the purposes of internal reporting.
| st Half of 2020 1 |
ITALY | EUROPE | REST OF WORLD |
Intragroup elimination |
TOTAL |
|---|---|---|---|---|---|
| Revenue from contracts with customers | 47,971 | 26,455 | 5,978 | (15,748) | 64,656 |
| Operating profit by sector | 8,485 | 1,330 | 387 | 10,202 | |
| Operating profit | 10,202 | ||||
| Net financial charges | (3) | ||||
| Income taxes | (2,599) | ||||
| Net profit for the period | 7,600 |
| st Half of 2019 1 |
ITALY | EUROPE | REST OF WORLD |
Intragroup elimination |
TOTAL |
|---|---|---|---|---|---|
| Revenue from contracts with customers | 56,836 | 30,883 | 6,755 | (17,596) | 76,878 |
| Operating profit by sector | 12,088 | 3,357 | 722 | 16,167 | |
| Operating profit | 16,167 | ||||
| Net financial charges | (134) | ||||
| Income taxes | (3,658) | ||||
| Net profit for the period | 12,375 |
Since the location of customers is different from the location of activities, a breakdown of revenues due from third parties is provided below, based on the location of the customers:
| 1st Half of 2020 | 1st Half of 2019 | |
|---|---|---|
| Italy | 25,398 | 30,798 |
| Europe | 30,383 | 35,727 |
| Rest of the world | 8,875 | 10,353 |
| 64,656 | 76,878 |
The breakdown of assets and liabilities is shown below:
| 06/30/2020 | ITALY | EUROPE | REST OF WORLD |
TOTAL |
|---|---|---|---|---|
| Assets and Liabilities | ||||
| Segment assets | 154,836 | 43,437 | 9,758 | 208,031 |
| Unassigned assets | 1,706 | |||
| Total assets | 209,737 | |||
| Segment liabilities | 49,046 | 10,440 | 692 | 60,178 |
| Unassigned liabilities | (2,789) | |||
| Total liabilities | 57,389 |
| 12/31/2019 | ITALY | EUROPE | REST OF WORLD |
TOTAL |
|---|---|---|---|---|
| Assets and Liabilities | ||||
| Segment assets | 149,552 | 42,142 | 9,571 | 201,265 |
| Unassigned assets | 2,053 | |||
| Total assets | 203,318 | |||
| Segment liabilities | 34,511 | 9,728 | 925 | 45,164 |
| Unassigned liabilities | (2,272) | |||
| Total liabilities | 42,892 |
| st Half 2020 - Other segment information 1 |
ITALY | EUROPE | REST OF WORLD |
TOTAL |
|---|---|---|---|---|
| Capital expenditure: | ||||
| - Property, plant and equipment | 2,472 | 243 | 471 | 3,186 |
| - Intangible assets | 340 | 2 | 1 | 343 |
| Total investments | 3,529 | |||
| Depreciation and amortisation: | ||||
| - Property, plant and equipment | (3,695) | (395) | (72) | (4,162) |
| - Intangible assets | (271) | (127) | (1) | (399) |
| - Right of use - leased assets | (478) | (231) | (106) | (815) |
| Total amortisation | (5,376) | |||
| Accruals to provision for employee benefits | 425 | - | - | 425 |
| Average no. of employees | 488 | 232 | 35 | 755 |
| 1 st Half 2019 - Other segment information |
ITALY | EUROPE | REST OF WORLD |
TOTAL |
|---|---|---|---|---|
| Capital expenditure: | ||||
| - Property, plant and equipment | 4,797 | 284 | 60 | 5,141 |
| - Intangible assets | 613 | - | - | 613 |
| Total investments | 5,754 | |||
| Depreciation and amortisation: | ||||
| - Property, plant and equipment | (3,225) | (365) | (43) | (3,633) |
| - Intangible assets | (305) | (125) | (2) | (432) |
| - Right of use - leased assets | (399) | (172) | (108) | (679) |
| Total amortisation | (4,744) | |||
| Accruals to provision for employee benefits | 510 | - | - | 510 |
| Average no. of employees | 485 | 225 | 31 | 741 |
V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| Land and | Plant and | Equipment | Other | Leased | Work in | Total | |
|---|---|---|---|---|---|---|---|
| buildings | Machinery | assets | assets | progress | |||
| Historical cost | 51,553 | 78,568 | 13,055 | 9,876 | 77 | 1,935 | 155,064 |
| FTA Revaluation | 5,921 | - | - | - | - | - | 5,921 |
| Revaluations pursuant to law | 934 | 43 | - | - | - | - | 977 |
| Accumulated amortisation | (14,524) | (44,711) | (9,325) | (6,895) | (77) | - | (75,532) |
| Balance at 12/31/2019 | 43,884 | 33,900 | 3,730 | 2,981 | - | 1,935 | 86,430 |
| Increases | 501 | 849 | 195 | 811 | - | 830 | 3,186 |
| Currency translation differences | (162) | (98) | - | (24) | - | (284) | |
| Amortisation | (599) | (2,701) | (362) | (477) | - | (4,139) | |
| Net divestments | (3) | (35) | - | (18) | - | (42) | (98) |
| Reclassifications | 231 | 248 | 45 | 9 | - | (533) | - |
| Balance at 06/30/2020 | 43,852 | 32,163 | 3,608 | 3,282 | - | 2,190 | 85,095 |
1. PROPERTY, PLANT AND EQUIPMENT
| Land and | Plant and | Equipment | Other | Leased | Work in | Total | |
|---|---|---|---|---|---|---|---|
| buildings | Machinery | assets | assets | progress | |||
| Historical cost | 49,851 | 70,496 | 12,953 | 8,533 | 78 | 3,482 | 145,393 |
| FTA Revaluation | 5,921 | - | - | - | - | - | 5,921 |
| Revaluations pursuant to law | 934 | 43 | - | - | - | - | 977 |
| Accumulated amortisation | (13,305) | (40,682) | (9,027) | (5,944) | (39) | - | (68,997) |
| Balance at 12/31/ 2018 | 43,401 | 29,857 | 3,926 | 2,589 | 39 | 3,482 | 83,294 |
| Increases | 496 | 3,236 | 212 | 407 | - | 790 | 5,141 |
| Currency translation differences | (4) | - | (1) | 4 | - | - | (1) |
| Amortisation | (577) | (2,289) | (353) | (387) | (4) | - | (3,610) |
| Net divestments | - | (42) | (5) | (36) | - | (33) | (116) |
| Reclassifications | 170 | 1,573 | 234 | (27) | - | (1,950) | - |
| Balance at 06/30/2019 | 43,486 | 32,335 | 4,013 | 2,550 | 35 | 2,289 | 84,708 |
The Group's capital expenditure in 2020 amounted to €3,186 thousand, related primarily to the Parent Company.
Investments in Plant and Machinery, amounting to €849 thousand, represent the largest item of expenditure and are linked to the expansion and renewal of the production line, as well as to the installation of fixed systems following the renovation of offices and the cafeteria at the central office in Brescia; the latter work also involved investments of €387 thousand included under Land and Buildings. The US subsidiary Cembre Inc. invested \$406 thousand (equal to €363 thousand) in office and warehouse materials, included in the item Other assets, in order to fit out the new office. Finally, advances of €471 thousand were paid, mostly for the renovation works mentioned above. Investments for work in progress carried out in-house amounted to €359 thousand. It should be noted that investments in plant and machinery by the Parent Company also include €18 thousand for the installation of thermal scanners, needed to comply with the Covid-19 protocol.
2. INVESTMENT PROPERTY
| Land and buildings |
Plant and Machinery |
Other assets | Total | |
|---|---|---|---|---|
| Historical cost | 1,714 | 263 | 5 | 1,982 |
| Accumulated amortisation | (695) | (258) | (5) | (958) |
| Balance at 12/31/2019 | 1,019 | 5 | - | 1,024 |
| Amortisation | (22) | (1) | - | (23) |
| Balance at 06/30/2020 | 997 | 4 | - | 1,001 |
The item includes only the property in Calcinate (BG), owned by Cembre S.p.A., which is no longer used for the Group's activities.
| Development costs |
Patents | Software | Trademarks | Other | Work in progress |
Total | |
|---|---|---|---|---|---|---|---|
| Historical cost | 2,264 | 776 | 6,060 | 495 | 2,043 | 156 | 11,794 |
| Accumulated amortisation | (1,671) | (701) | (4,498) | (83) | (399) | - | (7,352) |
| Balance at 12/31/2019 | 593 | 75 | 1,562 | 412 | 1,644 | 156 | 4,442 |
| Increases | 112 | 47 | 162 | - | - | 21 | 342 |
| Currency translation differences | - | - | (1) | - | - | - | (1) |
| Amortisation | (97) | (35) | (142) | (24) | (101) | - | (399) |
| Reclassifications | - | - | 12 | - | - | (12) | - |
| Balance at 06/30/2020 | 608 | 87 | 1,593 | 388 | 1,543 | 165 | 4,384 |
3. INTANGIBLE ASSETS
Assets under construction refer to advances paid for the supply of software.
4. GOODWILL
| 06/30/2020 | 12/31/2019 | Change | |
|---|---|---|---|
| Goodwill | 4,608 | 4,608 | - |
This item includes the difference between the purchase price of the investment in IKUMA Gmbh & Co. KG and its shareholders' equity value, net of intangible assets and other assets recognised upon allocation of the purchase price.
In the first half of 2020, the distribution networks, logistics and administrative and commercial services of Cembre GmbH and IKUMA KG were restructured, that led to significant integration of the two companies. Subsequently, a single Cash Generation Unit Germany was redetermined. As a result of this restructuring and close integration, the merger by incorporation of IKUMA in Cembre GmbH was resolved, endorsed on July 1, 2020, effective retroactively to January 1, 2020.
The final data on the performance of the CGU showed an increase in revenues in the half on the German market and the achievement of better profitability, in terms of the percentage of sales, with respect to 2019, a trend also confirmed by the growth in revenues in August 2020, equal to 3.2%. Despite no signs of impairment having emerged, in line with the ESMA guidelines, an update of the impairment test was prudentially performed, by assuming alternative scenarios, which also took account of a potential worsening in conditions on the German market with respect to the current ones. More specifically, a scenario adversely impacted by a potential period of lock-down of activities in Germany was assumed (worst case scenario), a standard scenario based on the current market conditions (standard case scenario) and a scenario based on slightly better conditions than the current ones (best case scenario). The results obtained were weighted on the basis of the probability of materialising and used to update the impairment test. According to the multi-scenario analysis described above, considering also worsening hypothesis on the effects of COVID-19 pandemic, no impairment signs emerged, so the
amount of goodwill remained unchanged at €4,608 thousand.
5. RIGHT OF USE - LEASED ASSETS
| Buildings | Cars | Total | |
|---|---|---|---|
| Historical cost | 6,140 | 1,678 | 7,818 |
| Accumulated amortisation | (939) | (513) | (1,452) |
| Balance at 12/31/2019 | 5,201 | 1,165 | 6,366 |
| Increases | - | 385 | 385 |
| Currency translation differences | (55) | (1) | (56) |
| Amortisation | (472) | (343) | (815) |
| Closure of contracts | (342) | - | (342) |
| Balance at 06/30/2020 | 4,332 | 1,206 | 5,538 |
In the first half of 2020, the item recorded the following changes:
At June 30, 2020 the following contracts fall under the scope indicated by the standard:
| Motor vehicles | Buildings | ||
|---|---|---|---|
| Cembre S.p.A. | 48 | 7 | |
| Cembre Ltd. | 3 | 2 | |
| Cembre S.a.r.l. | 10 | - | |
| Cembre España SLU | 9 | - | |
| Cembre Inc. | - | 2 | |
| IKUMA KG | 6 | 1 | |
| Cembre GmbH | 7 | - | |
| Total | 83 | 12 |
6. OTHER NON-CURRENT ASSETS
| 06/30/2020 | 12/31/2019 | Change | |
|---|---|---|---|
| Guarantee deposits | 53 | 24 | 29 |
| Guarantee loan | 496 | 989 | (493) |
| Total | 549 | 1,013 | (464) |
The item "Guarantee loan" includes the discounted value of the non-current portion of the sum deposited with the notary public upon acquisition of IKUMA KG. This amount was paid in order to cover the debt to the Company's former shareholders, recognised under "Other non-current debt", the payment of which is linked to compliance with certain contractual clauses effective in future years. The actuarial effect of this sum was extremely low, amounting to €4 thousand.
7. INVENTORIES
| 06/30/2020 | 12/31/2019 | Change | |
|---|---|---|---|
| Raw materials | 14,362 | 12,432 | 1,930 |
| Work in progress and semi-finished goods | 13,109 | 12,697 | 412 |
| Finished goods | 25,860 | 25,699 | 161 |
| Total | 53,331 | 50,828 | 2,503 |
The value of finished goods is adjusted to its presumed realisable value through a provision for slow-moving stock amounting to €4,796 thousand. Changes in the provision in 2020 are shown in the table that follows:
| 06/30/2020 | 12/31/2019 | |
|---|---|---|
| Balance at beginning of the period | 4,539 | 3,996 |
| Accruals | 341 | 497 |
| Uses | (45) | 0 |
| Currency translation differences | (39) | 46 |
| Balance at end of the period | 4,796 | 4,539 |
Accruals primarily regarded inventories of Cembre S.p.A. (€166 thousand), Cembre SLU (€99 thousand) and Cembre Inc. (€59 thousand).
8. TRADE RECEIVABLES
| 06/30/2020 | 12/31/2019 | Change | |
|---|---|---|---|
| Nominal receivables due from customers | 24,436 | 22,757 | 1,679 |
| Provision for bad debts | (495) | (473) | (22) |
| Total | 23,941 | 22,284 | 1,657 |
Nominal receivables due from customers by geographical area are shown in the table below.
| 06/30/2020 | 12/31/2019 | Change | |
|---|---|---|---|
| Italy | 12,944 | 10,648 | 2,296 |
| Europe | 9,665 | 10,460 | (795) |
| North America | 1,380 | 1,203 | 177 |
| Oceania | 94 | 133 | (39) |
| Middle East | 159 | 82 | 77 |
| Far East | 113 | 151 | (38) |
| Africa | 81 | 80 | 1 |
| Total | 24,436 | 22,757 | 1,679 |
The average collection time went from 60 days in 2019 to 62 days in the 1st Half of 2020.
Changes in the provision for bad debts are shown in the table that follows:
| 06/30/2020 | 12/31/2019 | |
|---|---|---|
| Balance at beginning of the period | 473 | 557 |
| Accruals | 41 | 37 |
| Uses | (18) | (41) |
| Release of excess accrual | - | (81) |
| Currency translation differences | (1) | 1 |
| Balance at end of the period | 495 | 473 |
The breakdown of receivables by maturity at June 30, 2019 and December 31, 2019 is
shown below:
| Situation at: |
Not past due |
0-90 days |
91-180 days |
181-365 days |
Over one year |
Under litigation |
Total |
|---|---|---|---|---|---|---|---|
| 06/30/2020 | 22,006 | 1,921 | 132 | 151 | 153 | 73 | 24,436 |
| 12/31/2019 | 19,011 | 3,029 | 387 | 75 | 181 | 74 | 22,757 |
9. OTHER ASSETS
| 06/30/2020 | 12/31/2019 | Change | |
|---|---|---|---|
| Receivables from employees | 74 | 60 | 14 |
| VAT and other indirect taxes receivable | 22 | 75 | (53) |
| Advances to suppliers | 826 | 456 | 370 |
| Other | 842 | 805 | 37 |
| Total | 1,764 | 1,396 | 368 |
The residual item "Other" includes the value of the current portion of the sum deposited with the notary public upon acquisition of IKUMA KG, to guarantee the debt due to the company's former shareholders, amounting to €485 thousand.
10. SHAREHOLDERS' EQUITY
The capital stock of the Parent Company amounts to €8,840 thousand, and is made up of 17 million ordinary shares with a par value of €0.52 each, fully subscribed and paid-up.
At June 30, 2020, Cembre S.p.A. held 280,041 treasury shares, corresponding to 1.65% of its capital stock. Against these shares the Company recorded €5,283 thousand in a specific equity reserve under liabilities.
On the fiftieth anniversary of the foundation of the company, the Shareholders' Meeting approved an incentive plan targeted at company executives and middle managers, which provides for the annual assignment of rights to purchase ordinary Cembre S.p.A. shares and will last until 2025. Following the adoption of this plan, in compliance with the provisions of IFRS 2, in 2019, a Stock Options Reserve was recognised, representative of the debt to beneficiaries of the plan itself, assuming the attainment of the performance targets established and continuity of the work relationship. This reserve amounted to €375 thousand, marking an increase of €274 thousand in 2020, booked under other personnel costs.
In the "Statement of changes in consolidated shareholders' equity" all changes in the different items that make up shareholders' equity are analyses.
The "Consolidation reserve" included in the "Statement of changes in consolidated shareholders' equity" consists of the following adjustments:

| 06/30/2020 | 12/31/2019 | |
|---|---|---|
| Elimination of investments in subsidiaries | 26,305 | 22,906 |
| Elimination of unrealized intra-group profits in stock | (4,554) | (3,940) |
| Cancellation of dividends | 1,379 | 4,909 |
| Amortisation of trademark and customer list - IKUMA | (287) | (115) |
| Other changes | 62 | 14 |
| Total | 22,905 | 23,774 |
11. CURRENT AND NON-CURRENT FINANCIAL LIABILITIES
| Effective interest rate % |
Term ending |
06/30/2020 | 12/31/2019 | |
|---|---|---|---|---|
| Bank loans | ||||
| Cembre S.p.A. | ||||
| Non-current portion | ||||
| Banca Intesa contract 11320 | 0.03 | Sept-21 | 1,200 | - |
| Total non-current portion | 1,200 | - | ||
| Leasing liabilities - Non-current portion | ||||
| Cembre S.p.A. | 3,116 | 3,348 | ||
| Cembre Ltd. | 688 | 800 | ||
| Cembre Sarl | 17 | 55 | ||
| Cembre España SLU | - | 8 | ||
| Cembre GmbH | 52 | 84 | ||
| Cembre Inc. | 211 | 507 | ||
| IKUMA KG | 102 | 99 | ||
| Total non-current portion | 4,186 | 4,901 | ||
| NON-CURRENT FINANCIAL LIABILITIES | 5,386 | 4,901 | ||
| Bank loans | ||||
| Cembre S.p.A. | ||||
| Current portion | ||||
| Banca Intesa contract 11320 | 0.03 | Sept-21 | 4,800 | - |
| Banca Intesa contract 68407 | 0.05 | Apr-20 | - | 1,000 |
| BNL contract 98375 | 0.05 | Sept-20 | 5,000 | 5,000 |
| BNL contract 38656 | 0.01 | Mar-21 | 10,000 | - |
| Unicredit contract 47122 | 0.01 | Sept-20 | 4,000 | - |
| Unicredit contract 53429 | 0.18 | Feb-20 | - | 1,000 |
| Unicredit contract 53452 | 0.18 | Feb-20 | - | 1,000 |
| Unicredit contract 53454 | 0.18 | Mar-20 | - | 1,000 |
| Total current portion | 23,800 | 9,000 | ||
| Bank overdrafts | ||||
| (on presentation of customer bills) | ||||
| Cembre S.p.A. | 0.2 | On request | ||
| Unicredit | - | 31 | ||
| Total | - | 31 | ||
| Bank charges | - | 6 |

| Effective interest rate % |
Term ending |
06/30/2020 | 12/31/2019 | |
|---|---|---|---|---|
| Leasing liabilities - Current portion | ||||
| Cembre S.p.A. | 925 | 868 | ||
| Cembre Ltd. | 121 | 142 | ||
| Cembre Sarl | 75 | 82 | ||
| Cembre España SLU | 29 | 41 | ||
| Cembre GmbH | 55 | 56 | ||
| Cembre Inc. | 53 | 202 | ||
| IKUMA KG | 121 | 92 | ||
| Total current portion | 1,379 | 1,483 | ||
| CURRENT FINANCIAL LIABILITIES | 25,179 | 10,520 |
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, 2020, no significant changes were made to the actuarial assumptions, therefore, the Group decided to maintain the actuarial effect on the provision calculated as at December 31, 2019 unchanged.
| 06/30/2020 | 12/31/2019 | ||
|---|---|---|---|
| Opening balance | 2,356 | 2,557 | |
| Accruals | 425 | 992 | |
| Uses | (214) | (875) | |
| Social security (INPS) treasury provision | (310) | (382) | |
| Actuarial effect | - | 64 | |
| Closing balance | 2,257 | 2,356 |
Total amounts accrued with the INPS (Social Security) treasury provision amounted to €7,350 thousand.
13. PROVISIONS FOR RISKS AND CHARGES
Changes in provisions for risks and charges in the 1 st Half of are shown in the table below.

| Supplementary customer allowances |
Directors' variable compensation |
Employee incentives |
Risks of legal disputes |
Total | |
|---|---|---|---|---|---|
| At December 31, 2019 | 178 | 100 | - | - | 278 |
| Accruals | 7 | 25 | 24 | 651 | 707 |
| At June 30, 2020 | 185 | 125 | 24 | 651 | 985 |
Upon proposal by the Remuneration Committee, and consistent with the remuneration policy of Cembre S.p.A., the Company introduced a variable compensation based on medium- and long-term objectives for its Chairman and Managing Director. This amount will be paid out in 2021 contingent on the achievement of objectives set for financial years 2018-2020 by the Board of Directors. The amount of the accrual against the possible variable compensation of directors is recorded among the cost of services and, given the limited impact, was not discounted.
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 defined by the Company.
The provision for the risks of legal disputes was established in relation to a dispute with a UK customer, still at the out-of-court phase, which arose following the claims presented by said customer, based on the alleged malfunctioning of a product developed specifically on request. The Group is evaluating possible alternative solutions and has prudentially allocated a provision to cover any potential negative developments.
14. DEFERRED TAX ASSETS AND LIABILITIES
Deferred tax assets and liabilities at June 30, 2020 are summarised as follows:
| 06/30/2020 | 12/31/2019 | |
|---|---|---|
| Deferred tax assets | ||
| Elimination of unrealized intra-group profits in stock | 1,740 | 1,766 |
| Write-down of inventories | 430 | 633 |
| Provision for French personnel costs | 121 | 121 |
| Consulting capitalised by Cembre GmbH | 127 | 127 |
| Provision for doubtful accounts of the Parent Company | 78 | 84 |
| Provision for risks of legal disputes | 100 | - |
| Differences on amortization and depreciation of Parent Company | 246 | 245 |
| Other | 299 | 115 |
| Gross deferred tax assets | 3,141 | 3,091 |

| Deferred tax liabilities | ||
|---|---|---|
| Average cost valuation of inventories by the Parent Company | (354) | (384) |
| Accelerated depreciation | (195) | (208) |
| Elimination of German subsidiary product warranty provision | (10) | (10) |
| Reversal of land depreciation | (24) | (24) |
| Revaluation of land | (1,652) | (1,652) |
| Discounting of employee termination indemnity | 41 | 41 |
| Allocation of IKUMA investment purchase price | (578) | (615) |
| Discounting of payables to IKUMA sellers | (2) | (4) |
| Other | (2) | - |
| Gross deferred tax liabilities | (2,776) | (2,856) |
| Net deferred tax liabilities | 365 | 235 |
15. TRADE PAYABLES
| 06/30/2020 | 12/31/2019 | Change | |
|---|---|---|---|
| Trade payables | 8,602 | 11,953 | (3,351) |
| Advances received from customers | 144 | 109 | 35 |
| Total | 8,746 | 12,062 | (3,316) |
Trade payables by geographical area, in thousands of Euro, are disclosed here below.
| 06/30/2020 | 12/31/2019 | Change | |
|---|---|---|---|
| Italy | 7,004 | 10,118 | (3,114) |
| Europe | 1,403 | 1,794 | (391) |
| North America | 150 | 17 | 133 |
| Other | 45 | 24 | 21 |
| Total | 8,602 | 11,953 | (3,351) |
16. OTHER PAYABLES
The item "Other payables" may be broken down as follows:
| 06/30/2020 | 12/31/2019 | Change | |
|---|---|---|---|
| Payables to employees | 4,432 | 2,376 | 2,056 |
| Employee withholding taxes payable | 365 | 1,112 | (747) |
| VAT and similar foreign taxes payable | 2,154 | 900 | 1,254 |
| Commissions payable | 271 | 382 | (111) |
| Payable to Statutory Auditors and similar foreign boards | 31 | 31 | - |
| Payables to Directors | 14 | 22 | (8) |
| Payable to former IKUMA shareholders | 485 | 498 | (13) |
| Social security payables | 1,955 | 2,770 | (815) |
| Payables for sundry taxes | 249 | 162 | 87 |
| Other | 355 | 368 | 13 |
| Total | 10,311 | 8,621 | 1,690 |
The increase in payables to employees, compared to December 31, 2019, is due to the accrual of amounts for holidays, thirteenth month's pay and year-end bonuses that have already matured, but which will be paid in the coming months.
The item "Payables to former IKUMA shareholders" represents the discounted value of the current portion of the non-competition bonus provided for in the company's sales contract, amounting to €485 thousand.
17. REVENUES FROM SALES AND SERVICES PROVIDED
| 1st Half of 2020 | 1st Half of 2019 | Change | |
|---|---|---|---|
| Revenues from sales and services provided | 64,656 | 76,878 | (12,222) |
In the 1st Half of 2020, revenues fell by 15.9% on the corresponding period in the previous year. A total of 39.3% of Group sales were to Italian customers (17.5% less than in 2019), while sales in the rest of Europe (excluding Italy) represented 47.0% of total sales (down 15.0% on the previous year). Turnover from non-European countries, equal to 13.7% of sales, decreased by 14.3% compared to the first half of 2019. In accordance with the relevant accounting standards, revenues are recognised net of discounts, allowances and premiums to customers and adjustments to customer estimates relating to previous years.
18. OTHER REVENUES
Other operating revenues are made up as follows:
| 1 st Half of 2020 |
1st Half of 2019 | Change | |
|---|---|---|---|
| Capital gains | 24 | 43 | (19) |
| Insurance reimbursements | 109 | 34 | 75 |
| Reimbursements | 195 | 210 | (15) |
| Operating grants | 18 | 216 | (198) |
| Other | 22 | 62 | (40) |
| Total | 368 | 565 | (197) |
Reimbursements relate primarily to transport costs charged to customers. Operating grants refer to the amounts received for employee training, while the operating grants booked in 2019 related primarily to the development of the European Sharework Project, for the creation of a system of interaction between operators and robots in the production process, in which Cembre participates in collaboration with 14 other international partners (7 companies, 6 research institutes, 1 standardisation body).
19. COST OF SERVICES
The item is broken down as follows:
| 1 st Half of 2020 |
1st Half of 2019 | Change | |
|---|---|---|---|
| Subcontracted work | 1,425 | 2,247 | (822) |
| Electricity, heating and water | 823 | 933 | (110) |
| Transport of goods sold | 1,178 | 1,339 | (161) |
| Fuel | 167 | 271 | (104) |
| Travelling expenses | 280 | 558 | (278) |
| Maintenance and repair | 920 | 1,189 | (269) |
| Consulting | 903 | 782 | 121 |
| Advertising and promotion | 99 | 315 | (216) |
| Insurance | 347 | 334 | 13 |
| Boards' compensation | 378 | 378 | 0 |
| Postage and telephone | 195 | 199 | (4) |
| Commissions | 392 | 484 | (92) |
| Security and cleaning | 347 | 291 | 56 |
| Bank services | 81 | 105 | (24) |
| Software mauntenance | 335 | 295 | 40 |
| Other | 494 | 378 | 116 |
| Total cost of services | 8,364 | 10,098 | (1,734) |
The decrease in costs for services is linked predominantly to the effects of the forced stoppage of activities, as a result of the Covid-19 pandemic. The main reductions were actually verified by the items more strictly related to company operations: outsourcing, travel and transfers, maintenance and promotion activities.
20. PERSONNEL COSTS
Personnel costs are broken down as follows:
| 1 st Half of 2020 |
1st Half of 2019 | Change | |
|---|---|---|---|
| Wages and salaries | 15,269 | 16,581 | (1,312) |
| Social security contributions | 3,837 | 4,092 | (255) |
| Employee termination indemnity | 636 | 614 | 22 |
| Retirement benefits | 93 | 80 | 13 |
| Other costs | 517 | 338 | 179 |
| Total | 20,352 | 21,705 | (1,353) |
Wages and salaries include €655 thousand relating to outsourced personnel, mainly of
the Parent Company.
The item "Other costs" includes the provision for the Stock Option Reserve, amounting to €274 thousand. For details refer to Note 11.
Average number of employees by category:
| 1 st Half of 2020 |
1st Half of 2019 | Change | |
|---|---|---|---|
| Managers | 22 | 15 | 7 |
| White collars | 357 | 346 | 11 |
| Blue collars | 343 | 345 | (2) |
| Outsourced personnel | 33 | 35 | (2) |
| Total | 755 | 741 | 14 |
Average number of employees by Group company:
| Managers | White collars |
Blue collars |
Outsourced personnel |
Total st Half 1 2020 |
Total st Half 1 2019 |
Change | |
|---|---|---|---|---|---|---|---|
| Cembre S.p.A. | 8 | 218 | 230 | 32 | 488 | 485 | 3 |
| Cembre Ltd. | 3 | 29 | 71 | - | 103 | 111 | (8) |
| Cembre Sarl | 3 | 19 | 9 | - | 31 | 27 | 4 |
| Cembre España SLU | 1 | 31 | 11 | 1 | 44 | 45 | (1) |
| Cembre Inc. | 3 | 25 | 7 | - | 35 | 31 | 4 |
| IKUMA GmbH & Co. KG | 3 | 21 | 8 | - | 32 | 20 | 12 |
| Cembre GmbH | 1 | 14 | 7 | - | 22 | 22 | - |
| Total | 22 | 357 | 343 | 33 | 755 | 741 | 14 |
21. OTHER OPERATING COSTS
The item is broken down as follows:
| 1 st Half of 2020 |
1st Half of 2019 | Change | |
|---|---|---|---|
| Sundry taxes | 373 | 389 | (16) |
| Losses on receivables | 101 | 38 | 63 |
| Capital losses | 40 | 49 | (9) |
| Donations | 104 | 15 | 89 |
| Other | 270 | 373 | (103) |
| Total | 888 | 864 | 24 |
The item "Losses on receivables" includes mainly the non-collection of receivables due from an Italian consortium, which already found itself in a crisis prior to the Coronavirus health emergency, amounting to €85 thousand. Insurance compensation of €77 thousand was obtained for this insolvency, accounted for under other revenues. The residual item "Other" consists primarily of sundry expenses incurred by the Parent Company.
22. ACCRUALS TO PROVISIONS FOR RISKS AND CHARGES
The item is composed mostly of the allocation of €664 thousand for risks of legal disputes as a result of a dispute with a UK customer, still at the out-of-court phase, which arose following the claims presented by said customer, based on the alleged malfunctioning of a product developed specifically on request. The Group is evaluating possible alternative solutions and has prudentially allocated a provision to cover any potential negative developments.
23. FINANCIAL INCOME (EXPENSE)
| 1st Half of 2020 | 1st Half of 2019 | Change | |
|---|---|---|---|
| Bank loans and overdrafts | (4) | (4) | 0 |
| Interest on leased assets | (53) | (64) | 11 |
| Interest earned on bank account balances | (57) | (68) | 11 |
| 3 | 3 | - | |
| 3 | 3 | - | |
| Total financial income (expense) | (54) | (65) | 11 |
24. INCOME TAXES
Income taxes are composed as follows:
| 1 st Half of 2020 |
1st Half of 2019 | Change | |
|---|---|---|---|
| Current taxes | (2,850) | (4,171) | 1,321 |
| Deferred taxes | 115 | 361 | (246) |
| Net extraordinary gains | 136 | 152 | (16) |
| Total | (2,599) | (3,658) | 1,059 |
Art. 24 of Decree Law 19/05/2020 no. 34 (so-called Relaunch Decree), converted with amendment from Law no. 77 of 07/17/2020, set forth, for taxpayers with revenues not exceeding €250 million in the previous year and other than the entities pursuant to art. 162-bis of the TUIR (Consolidated Law on Income Tax), the exclusion of the obligation to pay the IRAP balance relating to the tax period in progress as at December 31, 2019 and the first payment on account relating to the subsequent tax period.
The loss of the first IRAP payment on account for the 2020 tax period translated to a genuine definitive saving in IRAP due for 2020; in particular, the item "current IRAP taxes" of 2020 recorded a decrease indeed to take account of the lower 2020 IRAP due.
As outlined in Assonime Circular no. 12 of 06/24/2020, however, uncertainties persist at present, with reference to the criteria for determining this benefit, i.e. if the advantage for the cancellation of the first IRAP payment on account for 2020 recognised by art. 24 corresponds to the payment on account calculated using the historical method (i.e. 40% of 2019 IRAP) or, if lower, the payment on account calculated using the provisional method (i.e. 32% of IRAP due for 2020 - by actually recalling that, for the 2020 tax period, the payment on account determined using the provisional method, due to the changes introduced by art. 20 of Decree Law ( 04/08/2020 no. 23 (so-called Liquidity Decree), must be considered correctly applied if it corresponds to 80% of the tax due).
Therefore, pending official clarifications on the matter by the Italian Revenue Agency, the Company - based on the consideration that current 2020 IRAP will be lower than current 2019 IRAP - adopted the more prudent approach, which led to the cancellation of current IRAP for 2020 for an amount equal to 32% of the same through the recognition of an IRAP contingent asset of €136 thousand.
In view of the complexity of the calculation and the immateriality of the differences identified in the past, taxes for some foreign subsidiaries were estimated on the basis of the theoretical tax rate. We therefore limit our analysis to the comparison between actual tax and theoretical tax expense for the 1st Half of 2020 and the 1st Half of 2019, postponing a reconciliation to the financial statements at year-end.
| 1 st Half of 2020 |
1st Half of 2019 | |
|---|---|---|
| Profit before taxes | 10,199 | 16,033 |
| Taxes | (2,599) | (3,658) |
| Effective tax rate | 25.48% | 22.82% |
| Theoretical tax rate (*) | 27.90% | 27.90% |
(*)Tax rate of the parent company (IRES + IRAP)
At June 30, 2020 there were no temporary differences on which no deferred tax asset and/or liability had been recorded.
Deferred tax assets and liabilities are made up as follows:
| 1st Half of 2020 | 1st Half of 2019 | |
|---|---|---|
| Elimination of unrealized intra-group profits in stock | (26) | 65 |
| Write-down of inventories | (203) | 55 |
| Provision for doubtful accounts of the Parent Company | (6) | (2) |
| Provision for risks of legal disputes | 100 | - |
| Differences on amortization and depreciation of Parent Company | 1 | 2 |
| Average cost valuation of inventories by the Parent Company | 30 | 165 |
| Accelerated depreciation | 13 | - |
| Allocation of IKUMA investment purchase price | 37 | 37 |
| Other | 169 | 39 |
| Prepaid/deferred taxes for the period | 115 | 361 |
25. COMPREHENSIVE INCOME
The Cembre Group uses a single table to report its comprehensive income. In particular, the economic effects recorded directly under Shareholders' Equity are reported separately and result in an increase or decrease of net profit for the period. At June 30, 2020, 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.
26. 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 280,041.
| 1st Half of 2020 | 1st Half of 2019 | |
|---|---|---|
| Consolidated net profit | 7,600 | 12,375 |
| No. of ordinary shares ('000) | 16,720 | 16,720 |
| Basic and diluted earnings per share | 0.45 | 0.74 |
27. NET FINANCIAL POSITION
The net financial position of the Group amounted to a deficit of €4,704 thousand, down on December 31, 2019 due to capital expenditure made in the period and the payment of dividends for financial year 2019.
At June 30, 2020, 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.
| 06/30/2020 | 12/31/2019 | ||
|---|---|---|---|
| A Cash | 19 | 14 | |
| B | Bank deposits | 25,842 | 20,969 |
| C | Cash and cash equivalents (A+B) | 25,861 | 20,983 |
| D Financial receivables | - | - | |
| E | Current bank debts | (23,800) | (9,037) |
| F | Current financial leasing liabilities | (1,379) | (1,483) |
| G Current financial debt (E+F) | (25,179) | (10,520) | |
| H Net current financial position (C+D+G) | 682 | 10,463 | |
| I | Non-current bank debts | (1,200) | - |
| J | Non-current financial leasing liabilities | (4,186) | (4,901) |
| K | Non-current financial indebtedness (I+J) | (5,386) | (4,901) |
| L | Net financial position (H+K) | (4,704) | 5,562 |
28. RELATED PARTIES
Among assets leased to Cembre S.p.A. 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. These properties are owned by "Tha Immobiliare S.p.A.", a company with registered office in Brescia, whose capital is held by Giovanni Rosani and Sara Rosani, members of the Board of Directors of the Parent Company Cembre S.p.A.; the interest for the company can be seen in the prospect of continuity and in the reduction of the risks of termination of the lease contract. At the end of the half-year, all amounts due to Tha Immobiliare S.p.A. had been settled.
Cembre Ltd. leases an industrial building from Borno Ltd., a company controlled by Lysne S.p.A. (holding company of Cembre S.p.A.). A summary of the amounts reported in the financial statements relating to the above contracts is provided below:
| Assets | Non-current liabilities |
Current liabilities |
Amortisation | Interest expense |
|
|---|---|---|---|---|---|
| Leased assets from THA - Cembre S.p.A. | 2,990 | 2,537 | 476 | 248 | 33 |
| Leased assets from Borno - Cembre Ltd | 789 | 684 | 113 | 61 | 6 |
For disclosure purposes, the table below summarises the costs relating to rentals to related parties incurred in the period:
| 1st Half of 2020 | 1st Half of 2019 | Change | |
|---|---|---|---|
| Rent paid to related parties | 353 | 354 | (1) |
Cembre GmbH has recorded €981 thousand under its liabilities, relating to the discounted value of the residual debt to the former owners and directors of IKUMA. The discounted non-current portion of this debt amounts to €496 thousand. Cembre S.p.A. does not have direct relationships with the 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 2020, compensation for the Board of Directors and the Board of Statutory Auditors amounted to:
| Board of Statutory Auditors |
Directors | |
|---|---|---|
| Emoluments as directors and auditors of Cembre S.p.A. | 44 | 334 |
| Remuneration as employees | - | 395 |
| Non-monetary benefits | - | 5 |
Non-monetary benefits relate to the use of a company car and insurance policies underwritten in favour of directors.
In line with the remuneration policy of the Company, variable compensation linked to the achievement of medium-long term objectives was introduced in favour 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 Company prudentially accrued a provision of €25 thousand for the part relating to the 1st Half of 2020.
29. RISK MANAGEMENT AND FINANCIAL INSTRUMENTS
The Group makes very limited 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, by implementing, also with the help of its foreign subsidiaries, targeted marketing policies and pursuing a policy of expansion on markets where the Group has less of a presence.
Interest rate risk
As at June 30, 2020, as shown in detail in Note 12, the Parent Company Cembre S.p.A. has four loans in place, expiring between September 2020 and September 2021. The nature of the rate applied and the relatively short-term maturity protect the Group from any 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 some sales in US dollars and British pounds. The entity and volume are not such as to have a significant impact on the Group's results.
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 website of the Ufficio Italiano Cambi (Italian Exchange Office).
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 website 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 | Change exchange rate |
Change Shareholders' Equity |
Change Turnover |
Change Profit before taxes |
|
|---|---|---|---|---|---|
| Cembre Ltd | GBP | 5% / -5% | 567/(567) | 362/(362) | 21/(21) |
| Cembre Inc. | USD | 5% / -5% | 467/(467) | 330/(330) | 21/(21) |
In the income statement as at June 30, 2020, the item "exchange gains (losses)" is a positive €51 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
The Group's exposure to credit risk relates exclusively to trade receivables.
As shown in note 8, 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. Moreover, Cembre S.p.A. has stipulated an insurance policy against commercial credit risk, allowing it to reduce further exposure to credit risk.
30. SUBSEQUENT EVENTS
From July 1, 2020 the subsidiary IKUMA GmbH Co. KG and the subsidiary IKUMA Verwaltungs GmbH were merged by incorporation in the company Cembre GmbH, which already owned all their share capital. The transaction is the result of the rationalisation and restructuring of the commercial network and of the Group's activities on the German market, and the fact that the German companies by now had employed a joint strategy and management.
31. CONSOLIDATED COMPANIES
The scope of consolidation did not change during the first half of 2020.
| Company | Registered office | Share capital | Share held at 06/30/2020 |
Share held at at 12/31/2019 |
|---|---|---|---|---|
| Cembre Ltd | Sutton Coldfield (Birmingham - UK) |
GBP 1,700,000 | 100% | 100% |
| Cembre Sarl | Morangis (Paris - France) |
EURO 1,071,000 | 100% | 100% |
| Cembre España SLU | Torrejón de Ardoz (Madrid -Spain) |
EURO 2,902,200 | 100% | 100% |
| Cembre GmbH | Munich (Germany) |
EURO 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% (*) | 100% (*) |
| IKUMA Verwaltungs GmbH | Weinstadt (Germany) |
EURO 25,000 | 100% (*) | 100% (*) |
Companies consolidated line-by-line are:
(*) fully held via Cembre GmbH
Brescia, September 10, 2020
FOR THE BOARD OF DIRECTORS OF THE PARENT COMPANY CEMBRE S.P.A. The Chairman and Managing Director
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 2020.
It is furthermore attested that the Half-year Condensed Financial Statements for the 1st Half of 2020:
• 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;
• correspond to the document results, books and accounting records;
• 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 10, 2020
signed by signed by Giovanni Rosani Claudio Bornati
the Chairman and the Manager responsible for Managing Director preparing the financial reports

EY S.p.A. Corso Magenta, 29 25121 Brescia
Tel: +39 030 2896111 Fax: +39 030 295437 ey.com

Review report on the half-yearly condensed consolidated financial statements (Translation from the original Italian text)
To the Shareholders of Cembre S.p.A.
Introduction
We have reviewed the half-yearly condensed consolidated financial statements, comprising the consolidated statement of financial position, the consolidated comprehensive income statement, the statement of changes in the consolidated shareholders' equity and the consolidated statement of cash flows and the related explanatory notes of Cembre S.p.A. and its subsidiaries (the "Cembre Group") as of 30 June 2020. The Directors of Cembre S.p.A. are responsible for the preparation of the half-yearly condensed consolidated financial statements in conformity with the International Financial Reporting Standard applicable to interim financial reporting (IAS 34) as adopted by the European Union. Our responsibility is to express a conclusion on these half-yearly condensed consolidated financial statements based on our review.
Scope of Review
We conducted our review in accordance with review standards recommended by Consob (the Italian Stock Exchange Regulatory Agency) in its Resolution no. 10867 of 31 July 1997. A review of interim condensed consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (ISA Italia) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the half-yearly condensed consolidated financial statements.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the half-yearly condensed consolidated financial statements of Cembre Group as of June 30, 2020 are not prepared, in all material respects, in conformity with the International Financial Reporting Standard applicable to interim financial reporting (IAS 34) as adopted by the European Union.
Brescia, 11 September 2020,
EY S.p.A. Signed by: Stefano Colpani, Auditor
This report has been translated into the English language solely for the convenience of international readers
