Interim / Quarterly Report • Nov 10, 2017
Interim / Quarterly Report
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| Organizational chart of Emak Group 3 | |
|---|---|
| Corporate Bodies of Emak S.p.A4 | |
| Main economic and financial figures for the Group 5 | |
| Directors' report6 | |
| Comments on economic figures 6 | |
| Statement of financial position analysis7 | |
| Highlights of the consolidated financial statement broken down by operating segment for the first nine months | |
| 2017 11 | |
| Comments on interim results by operating segment 11 | |
| Business outlook12 | |
| Subsequent events 12 | |
| Others informations13 | |
| Definitions of alternative performance indicators14 | |
| Consolidated Financial Statements 15 | |
| Consolidated Income Statement15 | |
| Statement of consolidated financial position16 | |
| Statement of change in consolidated equity between 31st December 2016 and 30th September 201717 | |
| Comments on the financial statements18 | |
| Declaration of the executive in charge of preparing the accounting statements pursuant to the rules of Article 154- | |
| bis, paragraph 2 of Legislative Decree no. 58/1998 22 |
The Ordinary General Meeting of the Shareholders of the Parent Company, Emak S.p.A. on 22 April 2016 appointed the Board of Directors and the Board of Statutory Auditors for the financial years 2016-2018 and conferred also the engagement for the independent audit for the financial years 2016-2024.
| Board of Directors | |
|---|---|
| Chairman and Chief Executive Officer | Fausto Bellamico |
| Deputy Chairman | Aimone Burani |
| Executive Director | Stefano Slanzi |
| Lead Independent Director | Massimo Livatino |
| Independent Directors | Alessandra Lanza |
| Elena Iotti | |
| Directors | Francesca Baldi |
| Ariello Bartoli | |
| Luigi Bartoli | |
| Paola Becchi | |
| Giuliano Ferrari | |
| Vilmo Spaggiari | |
| Guerrino Zambelli | |
| Marzia Salsapariglia | |
| Audit Committee and Remuneration Committee | |
| Chairman | Massimo Livatino |
| Components | Alessandra Lanza |
| Elena Iotti | |
| Board of Statutory Auditors | |
| Chairman | Paolo Caselli |
| Acting auditors | Gianluca Bartoli |
| Francesca Benassi | |
| Alternate auditor | Maria Cristina Mescoli |
| Federico Cattini | |
| Independent Auditor | Deloitte & Touche S.p.A. |
| Financial Reporting Officer | Aimone Burani |
| Supervisory Body as per Legislative Decree 231/01 | |
| Chairman | Sara Mandelli |
| Acting member | Roberto Bertuzzi |
| Year 2016 | 3 Q 2017 3 Q 2016 9 months 2017 | 9 months 2016 | ||||
|---|---|---|---|---|---|---|
| 391,879 | Revenues from sales | 88,142 | 79,809 | 322,215 | 309,759 | |
| 40,479 | EBITDA before non ordinary expenses | (*) | 5,586 | 6,470 | 38,415 | 36,896 |
| 39,469 | EBITDA (*) |
4,700 | 6,087 | 37,199 | 36,314 | |
| 21,869 | EBIT | 1,438 | 2,959 | 27,825 | 26,691 | |
| 17,683 | Net profit | (411) | 767 | 15,753 | 16,559 |
| Year 2016 | 3 Q 2017 3 Q 2016 9 months 2017 | 9 months 2016 | |||
|---|---|---|---|---|---|
| 12,159 | Investment in property, plant and equipment | 3,167 | 1,728 | 9,473 | 7,744 |
| 2,386 | Investment in intangible assets | 621 | 321 | 1,674 | 1,321 |
| 35,283 | Free cash flow from operations (*) |
2,851 | 3,895 | 25,127 | 26,182 |
| 31.12.2016 | 30.09.2017 | 30.09.2016 | |
|---|---|---|---|
| 261,751 | Net capital employed | 307,876 | 266,631 |
| (80,083) | Net debt | (120,637) | (87,790) |
| 181,668 | Total equity | 187,239 | 178,841 |
| Year 2016 | 3 Q 2017 3 Q 2016 9 months 2017 | 9 months 2016 | |||
|---|---|---|---|---|---|
| 10.1% | EBITDA / Revenues from sales (%) | 5.3% | 7.6% | 11.5% | 11.7% |
| 5.6% | EBIT/ Revenues from sales (%) | 1.6% | 3.7% | 8.6% | 8.6% |
| 4.5% | Net profit / Revenues from sales (%) | -0.5% | 1.0% | 4.9% | 5.3% |
| 8.4% | EBIT / Net capital employed (%) | 9.0% | 10.0% | ||
| 0.44 | Net Debt / Equity | 0.64 | 0.49 | ||
| 1,686 | Number of employees at period end | 2,038 | 1,683 |
| 31.12.2016 | 30.09.2017 | 30.09.2016 | |
|---|---|---|---|
| 0.108 | Earnings per share (€) | 0.095 | 0.101 |
| 163,934,835 | Number of shares comprising share capital | 163,934,835 | 163,934,835 |
| 163,537,602 | Average number of outstanding shares | 163,537,602 | 163,537,602 |
(*) See section "definitions of alternative performance indicators"
Compared to 31 December 2016 and the previous interim reports, the Lavorwash Group, acquired on July 3, 2017, became part of the scope of consolidation. Its third quarter economic and financial figures as at 30 September 2017 are included in this interim report. For more information on the acquisition of the Lavorwash Group, please refer to the explanatory notes to this report.
Compared to September 30, 2016, the scope of consolidation of this interim report includes, in addition to the what is stated above, the economic and financial figures of PTC Waterblasting LLC.
The turnover of third quarter 2017 Emak Group amounted to € 88,142 thousand, compared to € 79,809 thousand of last year, an increase of 10.4%. The change in scope of consolidation contributed to the increase in turnover in the amount of € 13,787 thousand.
In the first nine month 2017 Emak Group achieved a consolidated turnover of € 322,215 thousand, compared to € 309,759 thousand of last year, an increase of 4%. This improvement is due to the contribution of the change in the scope of consolidation by 4.4%, to the positive effect of the exchange rate by 0.2% and to an organic decrease of 0.6%.
EBITDA in the third quarter of 2017 amounted to € 4,700 thousand, down 22.8% compared to € 6,087 thousand in the corresponding quarter of last year. During the third quarter, non-ordinary expenses amounted to € 886 thousand compared to € 383 thousand in the same period of the previous year, while the contribution of the change in the scope of consolidation amounted to € 1,946 thousand.
EBITDA for the first nine months of 2017 amounted to € 37,199 thousand (11.5% of revenues) compared to € 36,314 thousand (11.7% of revenues) in the corresponding period of the previous year, an increase of 2.4%.
In the nine months, non-ordinary revenues for € 150 thousand and non-ordinary expenses of € 1.366 thousand, mainly related to the acquisition of the Lavorwash Group, were booked.
The increase in the result for the period is attributable to the growth in turnover, the favorable sales mix between the three segments of the Group and the effect of the change in the scope of consolidation in the quarter.
The average number of employees employed by the Group, for the same area, in the nine months was equal to 1,708, compared to 1,814 in the same period last year. The change in the area has determined the entry of 322 employees on July 3.
EBITDA before non-ordinary expanses would amount to € 38,415 thousand (equivalent to 11.9% of turnover) compared to € 36,896 thousand (equal to 11.9% of sales) in the same period of 2016.
EBIT for the third quarter 2017 is € 1,438 thousand, compared to € 2,959 thousand for the same period of last year.
EBIT for the first nine month 2017 is € 27,825 thousand, as a percentage of sales stands at 8.6%, compared to € 26,691 (8.6% of sales) thousand for the same period of last year.
Depreciation and amortization are € 9,374 thousand, compared to € 9,623 thousand in the same period of the previous year.
Non-annualized EBIT as a percentage of net invested capital is 9% (9.4% net of non-ordinary effects), compared to 10% of the same period of the previous year (10.2% net of non-ordinary effects).
Net profit for the third quarter of 2017 was negative for 411 thousand Euros, compared to an income of 767 thousand Euros in the same period of the previous year.
Net income for the first nine months of 2017 was 15,753 thousand Euros, compared to 16,559 thousand Euros in the same period of the previous year.
Financial management is improving compared to the same period last year for both lower average debt and lower related cost. In the same period of 2016, higher fees were booked for € 360 thousand relating to the price adjustment for the acquisition of S.I.Agro Mexico.
Currency management for the first nine months of 2017 was negative for € 3,455 thousand, compared to a positive balance of € 1,631 thousand of the same period. The result of the period is attributable to the devaluation of the US dollar against the Euro, in a negative assessment of currency positions of the Group at the end of the period. The positive balance recorded in the same period of 2016 had benefited from the performance of the Brazilian currency against the Euro and the US dollar, partially mitigated by the devaluation of the Mexican Pesos against the Euro and the US Dollar.
The tax rate amounted to 28.9%, decreased compared to 32.9% in the same period last year, influenced by the reduction to 24% of the IRES tax rate for Italian companies, in force from 2017.
| 31.12.2016 | €/000 | 30.09.2017 | 30.09.2016 |
|---|---|---|---|
| 116,128 | Net non-current assets (*) | 146,609 | 114,061 |
| 145,623 | Net working capital (*) | 161,267 | 152,570 |
| 261,751 | Total net capital employed | 307,876 | 266,631 |
| 180,173 | Equity attributable to the Group | 184,785 | 177,359 |
| 1,495 | Equity attributable to non controlling interests | 2,454 | 1,482 |
| (80,083) | Net debt | (120,637) | (87,790) |
(*) See section "definitions of alternative performance indicators"
During first nine months of 2017 Emak Group invested € 11,147 thousand in property, plant and equipment and intangible assets, as follows:
Investments broken down by geographical area are as follows:
Net working capital at 30 September 2017, compared to 31 December 2016, increases by € 15,644 thousand, from € 145,623 thousand to € 161,267 thousand (€ 152,570 thousand at 30 September 2016).
The following table shows the change in net working capital of nine month of 2017 compared with the same period last year:
| €/000 | 9M 2017 | 9M 2016 |
|---|---|---|
| Net working capital at 01 January | 145,623 | 154,508 |
| Increase/(decrease) in inventories | 2,032 | (12,798) |
| Increase/(decrease) in trade receivables | (9,557) | (9,869) |
| (Increase)/decrease in trade payables | 6,618 | 23,204 |
| Change in scope of consolidation | 17,009 | 140 |
| Other changes | (458) | (2,615) |
| Net working capital at 30 September | 161,267 | 152,570 |
The increase in net working capital compared to both December 31, 2016 to September 30, 2016 is mainly due to the impact of the acquisition of Lavorwash Group.
The net financial position amounts to € 120,637 thousand at September 30, 2017 against € 80,083 thousand at December 31, 2016.
The change in scope of consolidation accounted for € 48,758 thousand on the net financial position at September 30, 2017.
Below are the movements in net debt in the first nine months 2017 compared with the same period last year:
| €/000 | 9M 2017 | 9M 2016 |
|---|---|---|
| Opening NFP | (80,083) | (99,383) |
| Ebitda | 37,199 | 36,314 |
| Financial income and expenses | (2,393) | (3,642) |
| Income from/(expenses on) equity investment | 168 | 0 |
| Exchange gains and losses | (3,455) | 1,631 |
| Income taxes | (6,392) | (8,121) |
| Cash flow from operations, excluding changes in operating assets and liabilities |
25,127 | 26,182 |
| Changes in operating assets and liabilities | (2,589) | 3,181 |
| Cash flow from operations | 22,538 | 29,363 |
| Changes in tangible and intangible assets | (10,333) | (8,828) |
| Other equity changes | (6,180) | (4,159) |
| Changes from exchange rates and translation reserve | 2,179 | (4,271) |
| Change in scope of consolidation | (48,758) | (512) |
| Closing NFP | (120,637) | (87,790) |
Cash flow from operations net of taxes amounted to € 25,127 thousand, a decrease compared to € 26,182 thousand for the same period last year. Cash flow from operations was positive for € 22,538 thousand compared to a value of € 29,363 thousand in the same period of the previous financial year.
The net financial position is made up as follows:
| Net financial position | 30/09/2017 | 31/12/2016 | 30/09/2016 |
|---|---|---|---|
| A. Cash and cash equivalents | 47,283 | 32,545 | 39,098 |
| B. Other cash at bank and on hand (held-to-maturity investments) | - | - | - |
| C . Financial instruments held for trading |
- | - | - |
| D. Liquidity funds (A+B+C) | 47,283 | 32,545 | 39,098 |
| E. Current financial receivables | 8,633 | 545 | 691 |
| F. Current payables to bank | (19,926) | (11,833) | (17,288) |
| G. Current portion of non current indebtedness | (31,154) | (32,862) | (33,272) |
| H . Other current financial debts |
(7,961) | (2,469) | (3,507) |
| I. Current financial indebtness (F+G+H) |
(59,041) | (47,164) | (54,067) |
| J . Current financial indebtness, net (I+E+D) |
(3,125) | (14,074) | (14,278) |
| K. Non-current payables to banks | (100,385) | (63,249) | (66,033) |
| L . Bonds issued |
- | - | - |
| M. Other non-current financial debts | (18,125) | (12,858) | (16,800) |
| N. Non-current financial indebtness (K+L+M) | (118,510) | (76,107) | (82,833) |
| O. Net indebtness (J+N) | (121,635) | (90,181) | (97,111) |
| P. Non current financial receivables | 998 | 10,098 | 9,321 |
| Q. Net financial position (O+P) | (120,637) | (80,083) | (87,790) |
The net financial position includes financial liabilities for the purchase of the remaining shares of the minority investments and for the adjustment of acquisition transactions with deferred payment subject to contractual restrictions, in the amount of € 23,928 thousand related to the following companies:
Short-term financial payables mainly consist of:
Consolidated equity is € 187,239 thousand against € 181,668 thousand at December 31, 2016. Earnings per share at 30 September 2017 is equal to 0.095 Euro compared to Euro 0.101 Euro in the previous year.
On 31 December 2016 the company held 397,233 treasury shares in portfolio number for the equivalent of € 2,029 thousand Euro.
From 1 January 2017 to 30 September 2017 Emak S.p.A. did not buy or sell treasury shares, for which the inventory and value are unchanged from December 31, 2016.
| OUTDOOR POWER EQUIPMENT |
PUMPS AND HIGH PRESSURE WATER JETTING |
COMPONENTS AND ACCESSORIES |
Other not allocated / Netting |
Consolidated | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| €/000 | 30.09.2017 30.09.2016 30.09.2017 30.09.2016 30.09.2017 30.09.2016 30.09.2017 30.09.2016 30.09.2017 | 30.09.2016 | ||||||||
| Sales to third parties | 133,503 | 143,101 | 97,620 | 80,453 | 91,092 | 86,205 | 322,215 | 309,759 | ||
| Intersegment sales | 1,517 | 1,228 | 1,239 | 1,220 | 6,161 | 5,312 | ||||
| Revenues from sales | 135,020 | 144,329 | 98,859 | 81,673 | 97,253 | 91,517 - | 8,917 - | 7,760 | 322,215 | 309,759 |
| Ebitda | 9,409 | 11,733 | 13,674 | 12,014 | 15,944 | 14,514 - | 1,828 - | 1,947 | 37,199 | 36,314 |
| Ebitda/Total Revenues % | 7.0% | 8.1% | 13.8% | 14.7% | 16.4% | 15.9% | 11.5% | 11.7% | ||
| Operating profit | 5,208 | 7,005 | 11,222 | 9,869 | 13,223 | 11,764 - | 1,828 - | 1,947 | 27,825 | 26,691 |
| Operating profit/Total Revenues % | 3.9% | 4.9% | 11.4% | 12.1% | 13.6% | 12.9% | 8.6% | 8.6% | ||
| Net financial expenses | - 2,393 - |
3,642 | ||||||||
| Profit befor tax | 22,145 | 24,680 | ||||||||
| Income taxes | 6,392 | 8,121 | ||||||||
| Net profit | 15,753 | 16,559 | ||||||||
| Net profit/Total Revenues% | 4.9% | 5.3% |
| STATEMENT OF FINANCIAL POSITION | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Net debt | 23,960 | 21,371 | 90,201 | 53,111 | 7,394 | 14,122 - | 918 - | 814 | 120,637 | 87,790 |
| Shareholders' Equity | 178,639 | 181,004 | 41,977 | 36,386 | 49,202 | 43,752 - | 82,579 - | 82,301 | 187,239 | 178,841 |
| Total Shareholders' Equity and Net | 202,599 | 202,375 | 132,178 | 89,497 | 56,596 | 57,874 - | 83,497 - | 83,115 | 307,876 | 266,631 |
| debt | ||||||||||
| Net non-current assets (*) | 134,160 | 128,837 | 74,337 | 48,263 | 19,493 | 18,370 - | 81,381 - | 81,409 | 146,609 | 114,061 |
| Net working capital | 68,439 | 73,538 | 57,841 | 41,234 | 37,103 | 39,504 - | 2,116 - | 1,706 | 161,267 | 152,570 |
| Total net capital employed | 202,599 | 202,375 | 132,178 | 89,497 | 56,596 | 57,874 - | 83,497 - | 83,115 | 307,876 | 266,631 |
(*) The net non-current assets of the Outdoor Power Equipment area includes the amount of Equity investments for 81,150 thousand Euro
| OTHER STATISTICS | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Number of employees at period end | 809 | 795 | 712 | 393 | 509 | 488 | 8 | 7 | 2,038 | 1,683 |
| OTHER INFORMATIONS | ||||||||||
| Amortization, depreciation and impairment losses |
4,201 | 4,728 | 2,452 | 2,145 | 2,721 | 2,750 | 9,374 | 9,623 | ||
| Investment in property, plant and equipment and in intangible assets |
4,941 | 3,949 | 2,749 | 2,883 | 3,457 | 2,233 | 11,147 | 9,065 |
Note: Starting with the 2016 Annual Financial Report, the Group reports its results by analyzing data by business area. In order to make the comparison with the previous year homogeneous, revenues were reclassified on the basis of individual business units
The table below shows the breakdown of "sales to third parties" in the third quarter and in first nine months in 2017 by business sector and geographic area, compared with the same period last year.
Third quarter turnover:
| OUTDOOR POWER EQUIPMENT | PUMPS AND | COMPONENTS AND | TOTAL | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| €/000 | 3Q 2017 | 3Q 2016 | Var. % | 3Q 2017 | 3Q 2016 | Var. % | 3Q 2017 3Q 2016 | Var. % | 3Q 2017 3Q 2016 | Var. % | ||
| Europe | 25,134 | 30,638 | (18.0) | 17,985 | 8,731 | 106.0 | 14,075 | 14,643 | (3.9) | 57,194 | 54,012 | 5.9 |
| Americas | 1,518 | 1,523 | (0.3) | 12,920 | 10,770 | 20.0 | 4,466 | 4,762 | (6.2) | 18,904 | 17,055 | 10.8 |
| Asia, Africa and Oceania | 4,102 | 4,182 | (1.9) | 4,902 | 2,205 | 122.3 | 3,040 | 2,355 | 29.1 | 12,044 | 8,742 | 37.8 |
| Total | 30,754 | 36,343 | (15.4) | 35,807 | 21,706 | 65.0 | 21,581 | 21,760 | (0.8) | 88,142 | 79,809 | 10.4 |
Turnover of the first nine months:
| TOTAL | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 9M 2017 | 9M 2016 | Var. % | 9M 2017 | 9M 2016 | Var. % | Var. % | Var. % | ||||
| (7.2) | 44,927 | 34,888 | 28.8 | 61,559 | 57,992 | 6.2 | 2.3 | ||||
| 6,213 | 5,578 | 11.4 | 42,051 | 37,536 | 12.0 | 19,554 | 19,511 | 0.2 | 67,818 | 62,625 | 8.3 |
| 15,550 | 17,076 | (8.9) | 10,642 | 8,029 | 32.5 | 9,979 | 8,702 | 14.7 | 36,171 | 33,807 | 7.0 |
| (6.7) | 97,620 | 80,453 | 21.3 | 91,092 | 86,205 | 5.7 | 4.0 | ||||
| 111,740 120,447 133,503 143,101 |
OUTDOOR POWER EQUIPMENT | PUMPS AND | HIGH PRESSURE WATER JETTING | 9M 2017 9M 2016 | COMPONENTS AND ACCESSORIES |
9M 2017 9M 2016 218,226 213,327 322,215 309,759 |
Sales in the European market, despite the good performance of Eastern European countries, were downward mainly due to the slowdown recorded in the western markets and the Mediterranean area, mainly due to unfavorable weather conditions. Growth in the Americas area was driven by markets in Latin America. The result recorded in Asia, Africa and Oceania is affected by lower sales in the Middle East markets.
EBITDA was mainly driven by lower sales volumes that generated a negative leverage effect.
The segment's sales benefited from the Lavorwash Group's contribution, starting on July 3, 2017, for a total of € 13,787 thousand.
Sales growth in Europe is mainly attributable to the new consolidation scope. Sales in the Americas area benefited partly from the good results achieved on the Brazilian and Mexican markets and partly on the consolidation of Lavorwash Group sales. In the Asia, Africa and Oceania, sales registered a good recovery in organic growth during the third quarter to which is added the contribution of the new scope of consolidation.
EBITDA benefited from higher sales and a more favorable product mix and expansion of the scope of consolidation. The Ebitda of the period includes additional costs for the acquisition of the Lavorwash Group for a total of € 1,162 thousand.
Growth in Europe has been widespread and distributed over a large number of countries, with very positive performance especially in Western European markets. Growth in the Americas area is entirely attributable to South America, where there is a generalized increase in all product lines. In Asia, Africa and Oceania there is a very good performance in the Far East and an increase in Australia and South Africa.
The EBITDA improvement in the segment is mainly attributable to the operating leverage resulting from the increase in turnover. Worth noting is the increase in the cost of raw materials in the third quarter.
The Outdoor Power Equipment segment was affected during the year by unfavorable weather conditions, especially drought which affected the season of gardening products. For this business, an investment plan is planned to support a wider and more competitive product offering and a cost-cutting program. The acquisition of the Lavorwash Group, which is included in the scope of consolidation from July 2017, opens up interesting development prospects of the Pumps and High Pressure Water Jetting business, particularly in the cleaning sector, thanks to the expansion of the product range, to the more competitive offering, and transversal synergies to the entire Emak Group. The good results achieved in the Component and Accessories segment confirm the Group's strength in this business, future investments will continue in innovation and completion of the product range.
On the basis of the results obtained so far, the Group estimates for the current year a turnover, at unchanged perimeter, in in line with the previous year, in spite of the beginning of the year estimates of an organic growth in the order of 3% -4%. In addition, the Group will count on the positive contribution of the Lavorwash Group.
No significant events occur.
Significant operations: derogation from disclosure obligations
The Company has resolved to make use, with effect from 31 January 2013, of the right to derogate from the obligation to publish the informative documents prescribed in the event of significant merger, demerger, share capital increase through the transfer of goods in kind, acquisition and disposal operations, pursuant to art. 70, paragraph 8, and art. 71, paragraph 1-bis of Consob Issuers Regulations, approved with resolution no. 11971 of 4/5/1999 and subsequent modifications and integrations.
On May 23, 2017, the major shareholder Yama S.p.A. has completed the placement of a stake of approximately 10% of Emak S.p.A.'s share capital. Following this operation currently holds 65.185% of Emak's share capital.
Below are reported, in accordance with recommendation CESR/05-178b published on November 3, 2005, the criteria used for the construction of key performance indicators that management considers necessary to the monitoring the Group performance.
| 391,879 Revenues from sales 88,142 79,809 |
322,215 309,759 |
|---|---|
| 2,589 Other operating incomes 984 519 |
2,401 1,665 |
| (12,116) Change in inventories 2,509 (7,126) |
5,160 (12,355) |
| (198,172) Raw materials, consumables and goods (48,203) (36,248) |
(173,880) (153,340) |
| (73,039) Personnel expenses (18,900) (15,984) |
(58,209) (55,148) |
| (71,672) Other operating costs and provisions (19,832) (14,883) |
(60,488) (54,267) |
| (17,600) Amortization, depreciation and impairment losses (3,262) (3,128) |
(9,374) (9,623) |
| 21,869 Operating profit 1,438 2,959 |
27,825 26,691 |
| 7,105 Financial income 262 427 |
1,161 1,084 |
| (6,056) Financial expenses (1,216) (1,352) |
(3,554) (4,726) |
| 3,407 Exchange gains and losses (740) (374) |
(3,455) 1,631 |
| 205 Income from/(expeses on) equity investment 67 0 |
168 0 |
| 26,530 Profit before taxes (189) 1,660 |
22,145 24,680 |
| (8,847) Income taxes (222) (893) |
(6,392) (8,121) |
| 17,683 Net profit (A) (411) 767 |
15,753 16,559 |
| (88) (Profit)/loss attributable to non controlling interests (48) 13 |
(266) (108) |
| 17,595 Net profit attributable to the Group (459) 780 |
15,487 16,451 |
| 0.108 Basic earnings per share (0.003) 0.005 |
0.095 0.101 |
| 0.108 Diluted earnings per share (0.003) 0.005 |
0.095 0.101 |
| CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME |
9 months 2017 |
9 months 2016 |
|---|---|---|
| Net profit (A) | 15,753 | 16,559 |
| Profits/(losses) deriving from the conversion of foreign company accounts |
(4,931) | (2,055) |
| Actuarial profits/(losses) deriving from defined benefit plans (*) |
- | - |
| Income taxes on OCI (*) | - | - |
| Total other components to be included in the comprehensive income statement (B) |
(4,931) | (2,055) |
| 14,504 | ||
| Comprehensive net profit attributable to non controlling interests Comprehensive net profit attributable to the Group |
(170) 10,652 |
(75) 14,429 |
| Total comprehensive income for the perdiod (A)+(B) | 10,822 |
(*) Items will not be classified in the income statement
| 31.12.2016 | ASSETS | 30.09.2017 | 30.09.2016 |
|---|---|---|---|
| Non-current assets | |||
| 61,651 | Property, plant and equipment | 69,944 | 59,841 |
| 8,380 | Intangible assets | 7,643 | 7,859 |
| 52,241 | Goodwill | 75,454 | 56,039 |
| 230 | Equity investments in other companies | 230 | 230 |
| 3,955 | Equity investments in associates | 4,062 | - |
| 7,370 | Deferred tax assets | 8,881 | 7,194 |
| 10,098 | Other financial assets | 998 | 9,321 |
| 63 | Other assets | 72 | 64 |
| 143,988 | Total non-current assets | 167,284 | 140,548 |
| Current assets | |||
| 127,362 | Inventories | 147,496 | 125,845 |
| 96,940 | Trade and other receivables | 106,592 | 88,409 |
| 4,791 | Current tax receivables | 4,723 | 3,498 |
| 468 | Other financial assets | 8,517 | 522 |
| 77 | Derivative financial instruments | 116 | 169 |
| 32,545 | Cash and cash equivalents | 47,283 | 39,098 |
| 262,183 | Total current assets | 314,727 | 257,541 |
| 406,171 | TOTAL ASSETS | 482,011 | 398,089 |
| 31.12.2016 | SHAREHOLDERS' EQUITY AND LIABILITIES | 30.09.2017 | 30.09.2016 |
|---|---|---|---|
| Shareholders' Equity | |||
| 180,173 | Shareholders' Equity of the Group | 184,785 | 177,359 |
| 1,495 | Non-controlling interest | 2,454 | 1,482 |
| 181,668 | Total Shareholders' Equity | 187,239 | 178,841 |
| Non-current liabilities | |||
| 76,107 | Loans and borrowings due to banks and others lenders | 118,510 | 82,833 |
| 6,391 | Deferred tax liabilities | 6,008 | 5,866 |
| 9,137 | Employee benefits | 10,667 | 8,970 |
| 1,566 | Provisions for risks and charges | 2,404 | 1,568 |
| 668 | Other non-current liabilities | 598 | 762 |
| 93,869 | Total non-current liabilities | 138,187 | 99,999 |
| Current liabilities | |||
| 77,849 | Trade and other payables | 89,360 | 58,994 |
| 4,184 | Current tax liabilities | 6,446 | 4,504 |
| 46,770 | Loans and borrowings due to banks and others lenders | 58,646 | 53,614 |
| 394 | Derivative financial instruments | 395 | 453 |
| 1,437 | Provisions for risks and charges | 1,738 | 1,684 |
| 130,634 | Total current liabilities | 156,585 | 119,249 |
| 406,171 | TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 482,011 | 398,089 |
| 17,269 | Net profit Retained of the period 8,846 (8,846) |
TOTAL GROUP 166,992 (4,088) |
ATTRIBUTABLE TO NON CONTROLLING INTERESTS 1,496 |
TOTAL 168,488 |
|---|---|---|---|---|
| (89) | (4,177) | |||
| 17,595 | 88 | 17,357 | ||
| 17,595 | 180,173 | 1,495 | 181,668 | |
| (17,595) | (5,863) | |||
| 612 | ||||
| 15,487 | 10,652 | 170 | 10,822 | |
| 15,487 | 2,454 | 187,239 | ||
| (5,724) (316) 184,785 |
(139) 928 |
This interim report has been prepared under disclosure continuity, comparability, international best practice and transparency to the market. Despite the lack of legal obligation, the Board of Directors of Emak S.p.A. has in fact decided, also because of his membership in the STAR segment of the MTA, to continue in drafting and systematic publication of quarterly reports, in compliance with art. 2.2.3, paragraph 3, letter. a) of the Regulation of Markets organized and managed by Borsa Italiana S.p.A. . The reports are made available to the public in the usual forms of deposit at the registered office, the company website and the "eMarket Storage storage mechanism". What above as of now complies with the imminent entry into force of the provisions laid down in the amended Article. 82-ter of CONSOB Regulation for Issuers resolutions No. 11971/1999 and No. 19770/2016.
In relation to the above, it is confirmed that the accounting principles and policies adopted by the Group in preparing the quarterly consolidated financial statements are consistent with those adopted in the consolidated financial statements at 31 December 2016, with the particularities described below.
In this interim report IAS 19 is not applied as far as the quantification of changes in actuarial gains accrued in the period is concerned. In addition, in the context of disclosure of synthetic and essential character, are not observed all the detailed requirements of IAS 34, whenever it is assessed that its application does not bring meaningful information.
It should be noted that:
| 31.12.2016 | Amount of foreign for 1 Euro | Average 9 M 2017 | 30.09.2017 | Average 9 M 2016 | 30.09.2016 |
|---|---|---|---|---|---|
| 0.86 | GB Pounds (UK) | 0.87 | 0.88 | 0.80 | 0.86 |
| 7.32 | Renminbi (China) | 7.58 | 7.85 | 7.35 | 7.45 |
| 4.41 | Zloty (Poland) | 4.27 | 4.30 | 4.36 | 4.32 |
| 1.05 | Dollar (Usa) | 1.11 | 1.18 | 1.12 | 1.12 |
| 14.46 | Zar (South Africa) | 14.71 | 15.94 | 16.68 | 15.52 |
| 28.74 | Uah (Ukraine) | 29.47 | 31.40 | 28.40 | 28.94 |
| 3.43 | Real (Brazil) | 3.54 | 3.76 | 3.96 | 3.62 |
| 10.66 | Dirham (Morocco) | 10.89 | 11.12 | 10.88 | 10.87 |
| 21.77 | Mexican Pesos (Mexico) | 21.01 | 21.46 | 20.43 | 21.74 |
| 704.95 | Chilean Pesos (Chile) | 728.20 | 751.64 | 758.70 | 734.35 |
On January 27, the US subsidiary Valley Industries LLP (segment Pumps and High Pressure Water Jetting) acquired assets, brand and client portfolio of A1 Mist Sprayers Resources for a consideration of \$ 2 million. The acquired business generated in 2016 about \$ 3 million in revenue with an EBITDA of around 20%. The expected contribution of the new business will be lower on the Group's revenues, considering the fact that Valley was already a major supplier of A1 Mist Sprayers Resources. Most significant will be the estimated intake on profitability.
With this transaction, Valley will expand its product offering with a new range of sprayers to apply to quad, and pick up the third point of small tractors. The company will also expand its distribution network from a territorial point of view and distribution channels as well as its technical expertise on the use of the sprayer.
The fair value of assets and liabilities subject to business combination with effect of 27 January 2017, the price paid and the financial cost are detailed below:
| Fair Value | Fair value of | |||
|---|---|---|---|---|
| €/000 | Book values | adjustments | acquired assets | |
| Non-current assets | ||||
| Tangible fixed assets | 334 | - | 334 | |
| Intangible fixed assets | 10 | - | 10 | |
| Current assets | ||||
| Inventories | 94 | - | 94 | |
| Current liabilities | ||||
| Trade and other payables | (36) | - | (36) | |
| Total net assets acquired | 402 | - | 402 | |
| % interest held | 100% | |||
| Net assets acquired | 402 | |||
| Goodwill | 1,472 | |||
| Post closing acquisition price | 1,873 | |||
| Purchase price paid | 1,780 | |||
| Deferred price | 93 |
Based on the provisions of IFRS 3, the difference between the price paid and the corresponding share of equity has been allocated as goodwill given the coincidence between the fair value and book value of the merged company.
On May 5, 2017 has been extended for 12 months, the agreement with the minority shareholders "Savage Investments" for the deferment of the exercise of the put and call options on the remaining minority stake of 10%, due in the first half of 2017.
During the first half of 2017, Comet USA fully paid the share capital of the subsidiary P.T.C. Waterblasting LLC, for \$ 285 thousand (of which 185 thousand through conversion of intercompany loan).
On July 3, 2017 the controlled company Comet S.p.A. finalized the closing of the acquisition of the 83.1% of the Lavorwash Group headquartered in Pegognaga (MN), active in the design, production and marketing of a wide
range of both hobby and professional machines for the cleaning sector. Lavorwash Group has manufacturing facilities in Italy, China and Brazil, and distributing subsidiaries in Spain, France, Great Britain, Poland and China.
The provisional price paid by Emak amounts to € 54.8 million, and will be subject to next adjustment on the basis of the results achieved on 30 June 2017. A further 14.7% stake is ruled by a Put&Call option agreement to be exercised in 2020, at a price calculated on the basis of the results obtained in the period 2018-2019
Lavorwash's offer is a perfect complement to the Emak Group's activities in the Pump and High Pressure Water Jetting segment. In particular, with the acquisition of Lavorwash, Emak enriches its product line for cleaning sector, ranking among the first players in the industry.
The Lavorwash Group closed the fiscal year 2016 with a consolidated turnover of € 69,949 thousand and a net profit of € 5,804 thousand, while the net financial position at December 31, 2016 was positive for a total of € 17,450 thousand.
The fair value of assets and liabilities subject to business combination with effect of 3 July 2017, the price paid and the deferred financial cost are detailed below:
| €/000 | Book values | Fair Value | *Fair value of |
|---|---|---|---|
| adjustments | acquired assets | ||
| Non-current assets | |||
| Property, plant and equipment | 7,703 | - | 7,703 |
| Intangible fixed assets | 82 | - | 82 |
| Goodwill | 253 | - | 253 |
| Deferred tax assets | 1,247 | - | 1,247 |
| Other non current financial assets | 42 | - | 42 |
| Other receivables | 13 | - | 13 |
| Current assets | |||
| Inventories | 18,007 | - | 18,007 |
| Trade and other receivables | 18,970 | - | 18,970 |
| Current tax assets | 342 | - | 342 |
| Other financial assets | 1 | - | 1 |
| Cash and cash equivalents | 18,245 | - | 18,245 |
| Non-current liabilities | |||
| Loans and borrowings due to banks and other lenders | (4) | - | (4) |
| Deferred tax liabilities | (148) | - | (148) |
| Employee benefits | (1,840) | - | (1,840) |
| Provisions for risks and charges | (738) | - | (738) |
| Current liabilities | |||
| Trade and other payables | (17,156) | - | (17,156) |
| Current tax liabilities | (2,184) | - | (2,184) |
| Loans and borrowings due to banks and other lenders | (7) | - | (7) |
| Provisions for risks and charges | (1,028) | - | (1,028) |
| Total net assets acquired | 41,800 | - | 41,800 |
| % interest held | 97.78% | ||
| Equity of the Group acquired | 40,872 | ||
| Goodwill | 24,290 | ||
| Post closing acquisition price | 65,162 | ||
| Purchase price paid | 54,795 | ||
| Deferred price | 10,367 | ||
| Cash and cash equivalents | 18,245 | ||
| Net cash outflow | 36,550 |
* Based on the provisions of IFRS 3, the difference between the price paid and the corresponding share of equity has been provisionally allocated as goodwill. The determination of the fair value of the assets and liabilities of the acquired Group will be carried out with the support of an expert who started its activities in October.
Bagnolo in Piano (RE), November 10, 2017
On behalf of the Board of Directors
The Chairman
The executive in charge of preparing corporate accounting statements of EMAK S.p.A. Aimone Burani, based on his own knowledge,
certifies,
in accordance with the second paragraph of Art. 154-bis, of Italian Legislative Decree No. 58 of 24 February 1998, that the accounting information contained in the Quarterly Report at 30 September 2017, examined and approved today by the Board of Directors of the company, corresponds with the accounting documents, ledgers and records.
Faithfully, Bagnolo in Piano (RE), November 10, 2017
Aimone Burani Executive in charge of preparing the accounting statements
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