Interim / Quarterly Report • Sep 4, 2015
Interim / Quarterly Report
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| SIGNIFICANT GROUP FIGURES AND RESULT INDICATORS |
|---|
| SUMMARY OF THE OPERATIONS IN THE FIRST HALF OF 2015 |
| CORPORATE BODIES |
| DIRECTORS' REPORT |
| EXPRIVIA: ONE STEP AHEAD |
| THE EXPRIVIA BUSINESS MODEL |
| MARKETS |
| SOLUTIONS |
| SKILLS |
| TREND OF EXPRIVIA GROUP RESULTS AND COMMENTS ON THE PERFORMANCE OF INDIVIDUAL BUSINESS SEGMENTS |
| RISKS AND UNCERTAINTIES |
| SIGNIFICANT EVENTS OF THE FIRST HALF OF 2015 |
| EVENTS AFTER 30 JUNE 2015 |
| EXPRIVIA'S STOCK MARKET PERFORMANCE |
| BUSINESS OUTLOOK |
| INVESTMENTS |
| MANAGEMENT TRAINING AND DEVELOPMENT |
| STAFF AND TURNOVER |
| MANAGEMENT AND CONTROL ORGANISATION MODEL (PURSUANT TO LEGISLATIVE DECREE 231/2001) 44 |
| GROUP QUALITY ASSURANCE CERTIFICATION |
| INTER-COMPANY RELATIONS |
| RELATIONS WITH RELATED PARTIES |
| INFORMATION ON MANAGEMENT AND COORDINATION |
| GROUP RELATIONS WITH PARENT COMPANIES |
| THE CONDENSED HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS OF THE EXPRIVIA GROUP AS AT 30 JUNE 2015 |
| CONSOLIDATED FINANCIAL STATEMENTS AS AT 30 JUNE 2015 |
| EXPLANATORY NOTES |
| STATEMENT FOR INTERIM REPORT PURSUANT TO ART. 81-TER AND CONSOB REGULATION NO. 11971 OF 14 MAY 1999 AS AMENDED ………………………………………………………………………………………… |
| AUDITORS' REPORT |
The following table summarises the main consolidated economic, capital and financial data of the Group:
| ECONOMIC DATA | 30.06.2015 | 30.06.2014 |
|---|---|---|
| Total production revenues | 73,602,794 | 68,281,212 |
| net proceeds and variation to work in progress to order | 70,435,927 | 65,662,536 |
| increase to assets for internal work | 732,464 | 766,315 |
| other proceeds and contributions | 2,434,403 | 1,852,361 |
| Difference between costs and production proceeds (EBITDA) | 6,896,515 | 4,536,501 |
| % on production proceeds | 9.4% | 6.6% |
| Net operating result (EBIT) | 3,826,118 | 2,542,385 |
| % on production proceeds | 5.2% | 3.7% |
| Net result | 1,081,296 | 233,028 |
| CASH FLOW | 30.06.2015 | 30.06.2014 |
| Cash flow (2) | 2,137,377 | 4,992,997 |
| FINANCIAL RESULTS | 30.06.2015 | 31.12.2014 |
|---|---|---|
| Group net equity | 70,968,825 | 71,766,104 |
| Total assets | 190,974,777 | 193,925,754 |
| Capital stock | 25,945,425 | 26,410,290 |
| Net working capital (1) | 24,703,457 | 24,650,290 |
| Fixed capital (3) | 90,638,037 | 91,666,633 |
| Investment | 1,346,530 | 5,068,501 |
| Cash resources/bonds $(a)$ | 12,912,092 | 14,224,271 |
| Short-term financial debts (b) | (32,677,706) | (31, 193, 836) |
| Medium-/long-term financial debts (c) | (10, 212, 538) | (12,764,130) |
| Net financial position (4) | (29, 978, 152) | (29, 733, 695) |
*investments: the investment figure as at 31 December 2014 includes increases in tangible and intangible fixed assets in the twelve months of 2014.
The table below shows the main economic indicators of the Group as at 30 June 2015, compared with the same period of the previous year.
For the calculation of ROE and ROI, it was considered appropriate to use an annual "rolling" approach by taking as a reference the net profit and operating income from 1 July 2014-30 June 2015, for the data as at 30 June 2015 and 1 July 2013-30 June 2014 for the figures at 30 June 2014.
| Exprivia Group | 30/06/2015 | 30/06/2014 |
|---|---|---|
| Index ROE (Net income / Equity Group) | 5.47% | 3.69% |
| Index ROI (EBIT / Net Capital Invested (5) | とと おりのぶりが 10.83% |
7.64% |
| Index ROS (EBIT / Revenues from sales and services, net of changes in inventories of raw materials and finished products)) |
5.43% | 3.90% |
| Financial charges / Net profit | 1.283 | 6.347 |
(5) Net Capital Invested: is equal to net working capital plus non-current assets net of total non-current liabilities (excluding bank debt and bond issues)
The table below shows the main capital and financial indicators of the Group as at 30 June 2015 and at 31 December 2014.
| Exprivia Group | 30/06/2015 | 31/12/2014 |
|---|---|---|
| Net Financial Debt / Equity Capital | 0.42 | 0.41 |
| Debt ratio (Total Liabilities / Equity Capital) | 2.69 | 2.70 |
A summary of the main consolidated economic, capital and financial data of the Group is reported below, prepared in accordance with International Financial Reporting Standards, and particularly with standard IAS 34, as emerging from the situation as at 30 June 2015, compared with the same period of the previous year.
| Exprivia Group (value in $K \in \Sigma$ ) | 30/06/2015 | 30/06/2014 | Variations % |
|---|---|---|---|
| Revenues | 73,603 | 68,281 | 7.79% |
| Net revenues | 70,436 | 65,663 | 7.27% |
| EBITDA | 6,897 | 4,537 | 52.02% |
| EBIT | 3,826 | 2,542 | 50.51% |
| Pre-tax result | 2,597 | 1,385 | 87.51% |
| Result | 1,081 | 233 | 363.95% |
The consolidated revenues in the first half of 2015 amounted to around Euro 73.6 million, up by 7.79% compared to the same period of 2014 (roughly Euro 68.3 million).
Consolidated net revenues (including revenue from sales and services and the change in inventories of raw materials and finished products) in the first half of 2015 totalled around Euro 70.4 million, growth of 7.27% compared to the same period in the year (equal to approximately Euro 65.7 million).
Consolidated EBITDA in the first half of 2015 amounted to around Euro 6.9 million (9.4% of revenues) compared to roughly Euro 4.5 million as at 30 June 2014.
Consolidated EBIT in the first half of 2015 amounted to around Euro 3.8 million (5.2% of revenues) compared to roughly Euro 2.5 million as at 30 June 2014.
Pre-tax result in the first half of 2015 came to roughly Euro 2.6 million, equal to 3.5% of revenues.
The Net Financial Position as at 30 June 2015 was roughly a negative Euro 30 million, compared to around a negative figure of Euro 29.7 million as at 31 December 2014.
The Gƌoup shaƌeholdeƌs' eƋuitLJ as at 30 June 2015 totalled Euro 71 million, down compared to 31 December 2014 (approximately Euro 71.8 million).
| Exprivia Group (value in $K \in \mathcal{E}$ ) | 30/06/2015 | 31.12.2014 |
|---|---|---|
| Group Net Worth | 70,969 | 71,766 |
| Net Financial Position | (29.978) | (29, 734) |
As at 30 June 2015 the Board of Directors of Exprivia SpA, whose term of office will expire when the yearend 2016 financial statements are approved, was composed as follows:
| Board Member | Office | Executive/ Non Place and Date of Birth Executive |
Gender | First Appointment |
|||
|---|---|---|---|---|---|---|---|
| Domenico Favuzzi | Chairman and Chief Executive Officer |
Executive | Molfetta (BA) 18.04.62 | M | 29 June 2005 | ||
| Dante Altomare | Vice Chairman | Executive | Molfetta (BA) 18.09.54 | M | 29 June 2005 | ||
| Vito Albino | Independent Director (*) |
Non Executive |
Bari 10.09.57 | M | 12 March 2013 | ||
| Angela Stefania Bergantino |
Independent Director (*) |
Non Executive |
Messina 24.09.70 | F | 23 April 2014 | ||
| Rosa Daloiso | Director | Non Executive |
Margherita di Savoia (FG) 05.04.66 |
F | 31 March 2008 | ||
| Mario Ferrario | Director | Non Executive |
Padua 05.02.46 | M | 23 Aprile 2014 | ||
| Marco Forneris | Director | Non Executive |
Caluso (TO) 19.02.51 | M | 28 Aprile 2011 | ||
| Alessandro Laterza | Independent Director (*) |
Non Executive |
Bari 09.02.58 | M | 31 March 2008 | ||
| Valeria Savelli | Director | Non Executive |
Matera 15.10.62 | F | 28 April 2011 | ||
| Gianfranco Viesti | Independent Director (*) |
Non Executive |
Bari 09.08.58 | M | 23 Aprile 2014 |
(*) Independent Directors under art. 3 of the Corporate Governance Code adopted by Borsa Italiana
For the purpose of their offices, all directors are domiciled at the registered offices of the Company in Molfetta (BA), Via Adriano Olivetti 11.
The Board of Directors is vested with all the broadest powers necessary for ordinary and extraordinary management of the company without any exception and all options are available to pursue the company purpose. Thus, it can undertake any type of obligation and perform any act without limitation as all operations fall within the scope of their competence with the exception of any matters expressly delegated by law to the shareholdeƌs' ŵeetiŶg.
As at 30 June 2015 the Board of Statutory Auditors, whose term of office will end when the year-end 2016 financial statements are approved, was composed as follows:
| Board Member | Office | Place and Date of Birth | Gender |
|---|---|---|---|
| Ignazio Pellecchia | Chairman | Bari 28.06.68 | M |
| Anna Lucia Muserra | Regular Auditor | Genoa 21.09.62 | F |
| Gaetano Samarelli | Regular Auditor | Molfetta (BA) 07.12.45 | M |
| Valeria Cervellera | Substitute Auditor | Bari 07.08.69 | F |
| Mauro Ferrante | Substitute Auditor | Bisceglie (BA) 01.11.64 | M |
On 23 April 2014, the shareholders' meeting appointed PricewaterhouseCoopers SpA as independent auditors for the years $2014 - 2022$ .
$\bigodot$
In Italy Exprivia is a leading international company in process consultancy, technological services and Information Technology solutions.
Our constant investments in research and development make us stand out as a benchmark for the creation of innovative solutions to meet the increasingly sophisticated demands of our customers.
The Company has been listed on the Italian stock exchange since 2000 and in the STAR MTA segment since October 2007. Exprivia currently employs a team of over 1800 people distributed between its headquarters in Molfetta (BA), branches in Italy (Milan, Rome, Piacenza, Trento, Vicenza, Genoa and Palermo) and abroad (Spain, USA, Mexico, Guatemala, Peru, Brazil and China).
Exprivia has developed an integrated management system that conforms to UNI EN ISO 9001, UNI EN ISO 13485, UNI CEI ISO/IEC 20000-1 e UNI CEI ISO/IEC 27001 for the effective management of company processes, guaranteeing the greatest transparency inside and outside the company.
The above table refers to 30 June 2015.
Exprivia Projects Srl is 100% owned by Exprivia. It is based in Rome and has share capital of Euro 242,000.00 (fully paid-up). It is specialised in designing and managing services and infrastructure for Call Centres, Contact Centres and Helpdesk services.
Exprivia Healthcare IT Srl is 100% owned by Exprivia. It is based in Trento and has share capital of Euro 1,982,190.00 (fully paid-up). It is a leading ICT company in the healthcare IT sector with a broad and diverse customer base. It develops and manages healthcare IT systems based on proprietary solutions and weboriented technologies, in addition to operating in the field of IT systems and software applications for regional public administration.
Exprivia Enterprise Consulting Srl, wholly-owned by Exprivia, based in Piacenza and with fully paid-up share capital of Euro 1,500,000.00, represents the ERP / SAP centre of competence for the entire Exprivia Group in Italy and abroad; in addition to directly serving the manufacturing market in Italy, it provides other Group companies with the technical resources needed to develop SAP projects within their relevant product sector.
Exprivia Digital Financial Solution Srl, wholly-owned by Exprivia, based in Milan and with fully paid-up share capital of Euro 1,586,919.00, is a leader in Italy in the outsourcing of IT, legal and administrative services targeted at factoring companies, and supports the various phases of the credit life cycle with proprietary solutions.
Exprivia Telco & Media Srl, formerly Devoteam Ausytem, 100%-owned by Exprivia, based in Milan and share capital of Euro 1,200,000.00, has operated in the Italian market for more than 15 years as a reference company in the Telecommunications and Media sector.
Spegea S.C.a r.l. is 60% owned by Exprivia and has fully paid-up share capital of Euro 125,000.00. It is a School of Management based in Bari, organises and manages specialised seminars, training courses for ĐoŵpaŶies aŶd puďliĐ adŵiŶistƌatioŶ iŶ additioŶ to the ͞Masteƌ iŶ MaŶageŵeŶt and Industrial DeǀelopŵeŶt͟ pƌogƌaŵŵe Đeƌtified ďLJ A"FOR. It was founded 28 years ago by Confindustria Bari with the support of banks and institutions.
Consorzio Exprivia Scarl, 70% owned by Exprivia SpA, with the remaining 30% held by other Group companies wholly-owned by the holding company. This consortium's objective is to facilitate the Exprivia Group's participation in public tenders for project development and service provision.
Profesionales de Sistemas Aplicaciones y Productos S.L. (ProSap), a Spanish company in operation since 2002, also through its subsidiaries in Mexico (ProSAP SA de CV), Guatemala (ProSAP Centroamerica S.A.), Perù (ProSAP Perù SAC) and the USA (ProSAP Consulting LLC), it provides professional services in the SAP environment and services for systems integration and application management for important medium and large customers. As at 30 June 2015, Exprivia SpA controls the company with a 51.12% share.
Exprivia S.l., incorporated in April 2008 in Madrid, is dedicated to the development of WEB portals and IT solutions and systems for the Spanish healthcare market and Latin American countries. The company is wholly-owned by Exprivia SpA.
Exprivia do Brasil Serviços de Informatica Ltda, a Brazilian company specialised in IT Security solutions, operates at its headquarters in Sao Paulo. Exprivia SpA controls the company with a 52.22% share while the company Simest SpA holds 47.70%.
Exprivia Asia Ltd, a company operating in Hong Kong to act on behalf of Exprivia SpA, its sole shareholder, in the Far East in all market sectors considered strategic to the Exprivia Group. Exprivia Asia Ltda incorporated Exprivia IT Solutions (Shanghai) Co. Ltd as sole shareholder, specialised in providing professional services in the IT Infrastructures area and in the SAP environment.
ACS SpA, 16.21% held by Exprivia, covers a significant role on an international scale in the sector of software and hardware for the acquisition, management and interpretation of satellite imagery. The company is based in Rome and Matera.
Software Engineering Research & Practices S.r.l, 6% held by Exprivia SpA, is spin-off of the University of Bari. Its goal is to implement the results of university research in the field of software engineering and transfer them into business processes.
Società cons. a r.l. Pugliatech was formed to participate in the fulfilment of the programme agreement required by the 2000-2006 POR Puglia notice.
Società cons. a r.l. Conca Barese was formed to manage the Conca Barese Land Agreement.
Consorzio Biogene ǁas foƌŵed to deǀelop the pƌojeĐt kŶoǁŶ as ͞PuďliĐ-private laboratory for the development of integrated bioinformatic tools for Genomics, Transcriptomics, and Proteomics (LAB GTP)".
SoĐietà ĐoŶs. a ƌ.l. ͞DAI"Y – NET͟ was formed to undertake initiatives for the development of an I.C.T. technology centre to be part of a network of regional technology centres.
Distƌetto TeĐŶologiĐo Pugliese ;͞DHITECH͟Ϳ, based in Lecce, intends to develop and integrate an interdisciplinary cluster for nanosciences, bioscience and infoscience according to the guidelines of the seventh framework programme and national research plan.
Distretto Tecnologico Nazionale per l'EŶeƌgia ;͞DiTNE͟Ϳ, based in Brindisi, it was formed to provide support for research in production sectors in the field of energy, to encourage the technology transfer needed by national and international players in the sector, and to favour interaction between the worlds of research, production of goods and services, credit and the territory.
Distƌetto AgƌoaliŵeŶtaƌe RegioŶale ;͞D.A.Re.͟Ϳ, a consortium company based in Foggia, it acts as the interface for technology transfer from the Puglia research system to the agribusiness system. It provides services to support technological innovation by managing complex projects relating to industrial research and competitive development.
Distretto H-BIO Puglia, a ĐoŶsoƌtiuŵ ĐoŵpaŶLJ ďased iŶ Baƌi, it is kŶoǁŶ as the ͞Puglia teĐhŶologiĐal distƌiĐt for human healthĐaƌe aŶd ďioteĐhŶologies͟. It ǁill deǀelop its opeƌatioŶs iŶ the stƌategiĐ aƌeas of pƌoduĐts for molecular diagnostics and integrated diagnostics, treatment and rehabilitation products and bioinformatics products.
Consorzio SI-LAB: is a consortium for innovation services set up by Daisy-Net as a result of the MIUR funding project for new public and private laboratories. It brings together companies and universities in Puglia and operates in clusters with similar laboratories in Calabria and Sicily. The focus of SI-Lab is the integration of services, which are then experimented in the field of healthcare services.
Italy Care, a consortium of which Exprivia has been a member since 2013 together with Farmalabor Srl, Villa Maria Care & Research Group, and MASMEC Biomed. It was established on 18 March 2014 and represents a consolidated and effective expression of the healthcare services chain with the aim of optimising results and investments in healthcare. Penetration of international markets plays an essential role in the mission of Italy Care. Promoting a winning image in the healthcare chain that crosses borders is the goal of the consortium.
Cefriel is a consortium company in operation since 1988 as a centre of excellence for innovation, research and training in the Information & Communication Technology sector. Its main goal is to strengthen relations between universities and business based on a multidisciplinary approach, starting from business needs and integrating the results of research, the best technologies on the market, emerging standards and
the reality of industrial processes to innovate or develop new products and services. On 4 July 2014, Exprivia SpA acquired a 5.78% share.
$\sqrt{15}$
The Exprivia Group is now one of the leading IT companies in Italy specialised in the design, development and integration of innovative software solutions and services. It boasts a wide range of skills acquired in over two decades of operations in its core market.
Its constant attention to expansion and differentiation is demonstrated by its over 2,000 customers, who every day receive the support of our experts with an extensive collection of proprietary solutions and our partners, together with the high-level technological skills that make them unique.
The Group's business model is distinguished by market segmentation, as follows:
Utilities companies are going through a complex yet historic period characterised by profound changes related to the liberalisation process and company mergers, which subject them to increasingly stiff competition.
The Public Utility Services sector, which also includes energy, postal, environmental, water and transport services, has undergone significant transformations in the last ten years, which are related to the conversion into a joint stock company, the definition of service contracts to fulfil the public service obligations, the introduction of service charters for consumer protection, the regulation by independent authorities or the ministers in charge, the laying of the legislative and regulatory basis to start competition or the regulation of the regime for the concession of natural monopolies.
In this context, certain factors become particularly important such as those related to the separation of infrastructure management from services, management efficiency and profit control, service level measurement, etc.
Exprivia supports its customers with solutions for the development and management of transversal and core processes. In particular, it proposes solutions that aim to ensure integrated management of administrative processes, operational process efficiency, quality of services to customers, process performance and service levels.
The customers of banks and financial institutions are increasingly more demanding and require non-stop availability wherever needed and with any device. The experience of Exprivia comes from over 25 years of partnerships with leading credit groups and institutions in Italy and abroad.
With more than 100 customers, Exprivia has searched and developed innovative technological solutions to control strategic processes, particularly in the credit, risk control and financial market field.
The financial market is an ever changing sector and requires companies to constantly revise their business models. Edžpƌiǀia's edžpeƌieŶĐe iŶ the Capital Markets means that it can provide each of its customers with innovative solutions that are customised to keep up with the continuously evolving market. Thanks to the skills gained from the Murex technological platform and the experience gathered together with major financial organisations, Exprivia is able to propose specific services and solutions for all the processes that are characteristic of the financial market.
For 25 years Exprivia has been present in banking, leasing and factoring institutions of all sizes spread across Europe. The proprietary solutions support the various phases of the credit life cycle from an operational and decision-making standpoint: from preliminary procedures to periodic monitoring and management of disputes.
Exprivia works side-by-side with its customers to give support in operational management of IT systems and provided on-site or through nearshoring. As regards operating management, Exprivia proposes comprehensive IT infrastructure optimisation services ranging from project consultancy to architectural designs and their implementation.
Compliance, reputation and operational risk: these are the essential problems that banks and all companies with systems accessed by a large number of users are trying to solve with "technological security tools". The value of security for banks is led driven by several drivers that converge into a single need: make infrastructure, access and processes secure.
In the IT sector Exprivia supports its customers with its extensive security-related technological expertise combined with years of experience regarding the characteristic issues of the banking market.
As support for marketing, sales and customer service Exprivia has devised web 2.0 based services, solutions to manage unstructured information and mobile payment products.
Patient treatment has always been the focus of all the services provided by the healthcare system.
Starting from our focus on the patients and the continuous improvement of the healthcare services destined for them, Exprivia has devised its offer for the healthcare market with innovative solutions for governance and control at regional level, local care provided by local healthcare providers (ASL) and hospital care.
500 healthcare institutions and hospitals, for a total 20 million patients receiving treatment: this is the result of the daily commitment ensured by a team of 350 professionals and over thirty years of experience in the healthcare industry.
Exprivia developed e4cure for the healthcare market, a suite of solutions that makes it possible to link under a single circuit all regional healthcare providers, from healthcare institutions to family physicians, to certified private facilities, also offering online services. e4cure meets all the needs of the healthcare market: such as governance and control at a regional level (Regions, Regional Agencies), local care provided by local healthcare providers (ASL) and hospital treatment (hospitals, clinics, public and private healthcare facilities).
IŶ the EŶeƌgLJ iŶdustƌLJ, Edžpƌiǀia's edžpeƌieŶĐe deƌiǀes fƌoŵ ϭϬ LJeaƌs of paƌtŶeƌship ǁith the ŵaiŶ multinationals in the sector, allowing it to propose innovative solutions and services that make companies competitive by optimising the sector-specific processes.
Exprivia has consolidated its position over the years through its ability to combine its knowledge of the best practices in the IT sector with specific skills related to processes for the extraction, transportation, storage, refining and distribution of oil and natural gas.
The extensive knowledge in the processes of the companies operating in the oil and natural gas markets, together with the knowledge of innovative technological platforms, enable the group to be a partner of reference for core process projects (Work & Asset Management, Engineering & Automation ) as well as non-core projects (AFC, HR, dematerialisation and storage).
The value of IT comes out only if the tool and solutions are perfectly integrated to meet the specific needs of each industry: size, production chain and distribution models. Exprivia supports large and small sized companies with flexible and modular technologies designed for each individual company requirement and for each of its production and organisational process.
The partnership with SAP set up over ten years ago makes Exprivia an important partner in Italy and on an international scale, also due to the 500 professionals certified and specialised in ERP and logistics.
The widespread presence in Italy means that Exprivia can assist companies all over the country, also thanks to the innovative models for the provisions of services in nearshoring mode.
Thanks to its consolidated expertise in the SAP sector, Exprivia is able to create integration projects through ERP, CRM, SCM, Business Intelligence and Analytics application and middleware platforms.
As part of the Manufacturing Execution System (MES) solutions are developed based on Simatic IT, Siemens Industry Software and with Service Oriented architectures.
In the retail and wholesale segment Exprivia provides innovative solutions for any type of process (from back office to points of sale) for any type of reporting and analysis requirement and for any type of activity, whether BtB or BtC.
The history of Exprivia is full of Best Practices that have enabled it to create implementation models for the specific requirements of any market: Automotive, Aerospace, Consumer Products, Chemical & Pharma, Engineering and Construction, Food, Discrete and Process Manufacturing.
Also small companies can enjoy all the benefits of IT that large enterprises have with ad hoc solutions and costs for smaller companies. With this spirit Exprivia developed tools designed for SMEs with advanced features that cover all the main core processes of the company such as finance, sales and logistics. IT management, service desk, server and desktop virtualisation services are also available to meet infrastructure needs.
In the application management field, the large number of factories spread out all over Italy and abroad enables Exprivia to propose structured offers while guaranteeing high service levels wherever needed.
The Telecommunications sector is characterised by the constant search for value-added services to provide to customers together with the need to offer competitive prices to maintain market share.
In the Telecommunications sector, Exprivia provides solutions for the key processes of mobile and landline network operators and a complete and innovative range of systems integration for both business support and operational support.
Through its centre of excellence in the field of Network Transformation, OSS and Provisioning Systems Exprivia provides support to its customers in the telecommunications market for the following processes:
• Identification of best practices for network integration guaranteeing minimal impact on operational capacity and costs
19
In the centre of excellence for Connected Device applications Exprivia developed M2M platforms and IVR applications, Unified Communication Systems, mobile eApplications for Smartphones and Tablets.
For the Media market we work with companies to provide them with Digital Transformation solutions by defining an integrated strategy that comprises content management, Web 2.0 applications, search engine optimisation and social media building synergy between content, user profile and information programming.
We also offer solutions for delivering video over cellular, point-to-point or in broadcasting making it possible for remote users to share videos of unexpected or planned events using standard mobile devices.
In addition to this are the development and testing activities for interactive applications on set-top boxes to assess functional features and any problems with back-end integration.
The Public Administration market is represented by IT solutions that streamline the processes of organisations to increase the quality and speed of services provided to citizens and businesses. The recent modernisation policy of the Public Administration has generated a great demand for operating tools and models able to ensure significant improvement in services and substantial rationalisation of public spending.
Reconciling optimisation of spending with service quality is a goal the Public Administration can pursue only by using more innovative technologies that make it possible to raise efficiency in providing those services.
In this context Exprivia has developed increasingly effective solutions to computerise processes, ensure flexible and efficient management and at the same time to improve and intensify communications between administrations, citizens and businesses.
The decade-long presence in central and local Public Administration ensures customers of the Group receive the benefit of the process skill and know-how in all aspects of Public Administration.
The reforms in Public Administration spurred the adoption of innovative IT technologies to quickly achieve tangible results in terms of spending optimisation and process engineering. To achieve these objectives the Group supports national and regional organisations on a daily basis, proposing the most suitable solutions to obtain efficient processes and reduce their expenditure.
For each area concerned by changes Exprivia offers solutions and services created with innovative technologies, in complete compliance with the strategic guidelines defined by the competent institutional bodies.
The range is divided into design, creation and management services in the following fields:
eProcurement to support purchase processes and monitor supplier performance
solutions for the management, storage and sharing of electronic documents
$\binom{21}{1}$
Exprivia has always looked towards the future in a constant search for technologies that anticipate market trends so that customers can be provided with solutions and services that actually improve their business processes.
This strategic vision, together with the group's knowledge of specific market needs, the ability to manage complex projects, and an internationally renowned research and development department have enabled us to develop proprietary technological platforms and select the best third-party solutions, in particular:
Exprivia presents itself on the market with a group of high-quality services and competitive pricing where the added value is expressed by careful planning of the right mix of professional profiles, technological skills and in-depth knowledge of specific markets.
In order to ensure high-quality and competitive services the offering is centred on Competence Centres specialised in specific areas (Murex, Tibco, SAP, Java, proprietary applications, etc.), which gather company and individual experiences so as to always guarantee the know-how and experience most suitable to meet the delivery needs of the customer.
The group has a team of highly-skilled experts specialised in several different technological areas:
The performance of revenues per business area recorded a 7.27% increase in the first half of 2015 with respect to the same period of 2014.
The information by operating segments shown below reflects the internal reporting used by the management to take strategic decisions.
Some internal organisational changes took place within the Group in 2015, consequently, the segment reporting shown below was modified to reflect this organisational change. In particular, the activities relating to the Defence and Aerospace market sector were removed from the business area previously identified as "Industry and Aerospace" and incorporated in the Public Administration business area.
For the purposes of the presentation of comparative data, the values as at 30 June 2014 published in due course were re-worked and re-allocated according to the above.
The revenues of the Defence and Aerospace business line as at 30 June 2015 amounted to Euro 1.6 million (Euro 1.5 million as at 30 June 2014).
The business areas previously identified as "Energy" and "Utilities" respectively were renamed as "Oil and Gas" and "Energy and Utilities" to better reflect the corresponding market sector.
Details of the revenues relating to 30 June 2015 are shown below, compared with the figures for the same period of the previous year, broken down by business segment ( $\epsilon$ /1000).
| Exprivia Group (value in $K \in \Sigma$ ) | 30.06.2015 30.06.2014 | Variations Variations % | ||
|---|---|---|---|---|
| Banks and Financial Istitutions | 12,397 | 11,841 | 555 | 5% |
| Utilities | 12,386 | 14,796 | $-2,410$ | $-16%$ |
| Industry and Aerospace | 5,593 | 5,685 | $-93$ | $-2%$ |
| Energy | 7,784 | 6,827 | 957 | 14% |
| Telcom and Media | 9,142 | 4,285 | 4,857 | 113% |
| Health and Healthcare | 10,933 | 11,707 | $-774$ | $-7%$ |
| Public Administration | 5,526 | 4,223 | 1,303 | 31% |
| International Business | 5,775 | 5,498 | 277 | 5% |
| Other | 900 | 800 | 100 | 12% |
| Total | 70,436 | 65,663 | 4,773 | 7.27% |
Details of the EBITDA and EBTIDA/REVENUES relating to 30 June 2015 are shown below, compared with the figures for the same period of the previous year, broken down by business segment (Euro/1000).
| Exprivia Group (value in $K \in \mathcal{E}$ ) | LDIIDA | LDITUR/NURVE | ||||||
|---|---|---|---|---|---|---|---|---|
| 30.06.2015 30.06.2014 Variations Variations % 30.06.2015 30.06.2014 | Variations | |||||||
| Banks and Financial Istitutions | 2,312 | 1,745 | 567 | 33% | 18.7% | 14.7% | 3.92% | |
| Utilities | 1,666 | 242 | 1,423 | 587% | 13.4% | 1.6% | 11.81% | |
| Industry and Aerospace | 142 | $-179$ | 321 | $-179%$ | 2.5% | $-3.1%$ | 5.69% | |
| Energy | 1,086 | 345 | 740 | 215% | 13.9% | 5.1% | 8.89% | |
| Telcom and Media | 297 | 164 | 133 | 81% | 3.2% | 3.8% | $-0.58%$ | |
| Health and Healthcare | 1,153 | 1,652 | $-498$ | $-30%$ | 10.5% | 14.1% | $-3.56%$ | |
| Public Administration | 155 | 400 | $-245$ | $-61%$ | 2.8% | 9.5% | $-6.66%$ | |
| International Business | 98 | 88 | 9 | 11% | 1.7% | 1.6% | 0.08% | |
| Other | $-12$ | 79 | $-91$ | $-115%$ | $-1.3%$ | 9.9% | $-11.18%$ | |
| Total | 6,897 | 4,537 | 2,361 | 52.03% | 9.79% | 6.91% | 2.88% |
Details of the net revenues relating to 30 June 2015 are shown below, compared with the figures for the saŵe peƌiod of the pƌeǀious LJeaƌ, ďƌokeŶ doǁŶ ďLJ ďusiŶess segŵeŶt ;€/ϭϬϬϬͿ.
| Exprivia Group (value in $K \in \mathcal{E}$ ) | 30.06.2015 | 30.06.2014 | Variations% |
|---|---|---|---|
| Projects and Services | 61,340 | 54,517 | 13% |
| Maintenance | 6,277 | 5,173 | 21% |
| HW/ SW third parties | 1,019 | 4,068 | $-75%$ |
| Own licences | 900 | 1,105 | $-19%$ |
| Altro | 900 | 800 | 12% |
| Total | 70,436 | 65,663 | 7.27% |
Details of the net revenues relating to 30 June 2015 compared with the figures for 30 June 2014, broken doǁŶ ďLJ tLJpe of Đustoŵeƌ ;puďliĐ oƌ pƌiǀateͿ, aƌe shoǁŶ ďeloǁ ;€/ϭϬϬϬͿ.
| Exprivia Group (value in $K \in \mathcal{E}$ ) | 30.06.2015 | Effect % 30.06.2104 | Effect% Variations% | ||
|---|---|---|---|---|---|
| PRIVATE | 55,400 | 78.7% | 51,012 | 77.7% | 8.6% |
| PUBLIC | 15,036 | 21.3% | 14,651 | 22.3% | 2.6% |
| TOTAL | 70,436 | 65,663 | 7.27% |
Details of the net revenues relating to 30 June 2015 compared with the figures for 30 June 2014, broken down by geographical area, are shown below, ;iŶ €/ϭϬϬϬͿ.
| Exprivia Group (value in $K \in \mathcal{E}$ ) | 30.06.2015 | Effect % 30.06.2104 | Effect% Variations% | ||
|---|---|---|---|---|---|
| ITALY | 63.692 | 90.4% | 59,333 | 90.4% | 7.3% |
| FOREIGN | 6.744 | 9.6% | 6.329 | 9.6% | 6.5% |
| TOTAL | 70,436 | 65,663 | 7.27% |
The Banks, Financial and Insurance Companies Business Unit closed the first half of 2015 with an increase in net revenues of 5% compared to the 2014 results, actually hitting the budget targets.
In a scenario in which the major banking groups postponed the launch of the most innovative initiatives until the second half, and the cooperative banks and cooperative credit segment actually suspended them to prioritise the initiatives involving an overall restructuring of the market, the different components of the BU contributed to the growth in profits, with the following unique characteristics and in a nonhomogeneous manner (although all recorded an increase in profits):
In conclusion, a half of structural growth, with good results also in terms of profit margins, for the Banks, Financial and Insurance Companies BU, which could benefit in the second half from the Business Development work performed and the collaborations closed successfully in the first half.
The revenues of the Energy and Utilities Business Unit (including Business Process Outsourcing activities) fell from approximately Euro 14.8 million in the first half of 2014 to around Euro 12.4 million in the first half of 2015).
The Energy and Utilities Business Unit (excluding BPO activities) continues to consolidate and diversify its business by acquiring new contracts and expanding its customer base in particular.
In particular, the transport segment saw the start of the phase of management of the Core Applications of the Milano Linate and Malpensa airports on behalf of SEA, which saw new BI developments, particularly in management reporting for the real-time monitoring of the services needed for flight departures, arrivals
and transits. These range from the calculation of baggage reclaim wait times to passenger satisfaction with the airport services offered.
The Energy and Utilities (excluding BPO activities) Business Unit continued its development activities, strengthening its role of an increasingly more important key player in the transformation of the customersupplier relationship into a partnership.
The main activities therefore concern the management and development of company management systems, the creation of applications for the management of customer care and the sale of innovative services through a variety of contact channels.
The BPO (Business Process Outsourcing) unit is specialised in Front and Back Office Customer Care services. Revenues recorded a significant increase of 13% in the first half when compared to the same period in 2014.
As regards Customer Care and administrative Back Office services provided to the large accounts "ENEL Servizio Elettrico" and "ENEL Energia" (Free market and market subject to additional safeguards), an extremely positive trend was registered, with the majority of quantitative, qualitative and sales targets reached, and the Exprivia site among the best performers of all ENEL outsourcers.
It should be pointed out that, in the first half of 2015, the tender for the renewal of the Call Centre Service contract for ENEL ENERGIA was awarded to another supplier. The period for the handover of the service was established as between 1 July 2015 and 30 November 2015.
The non-renewal will have a negligible effect on the 2015 results. As a result of this event, activities commenced involving the reduction and re-location of the personnel working on this contract.
Therefore, the main activities remain Customer Care and administrative Back Office services (billing, complaints and credit management) and the sale of traditional and innovative energy products in crossselling and up-selling mode.
In the first half of 2015, revenues in the industry segment were essentially in line with those in the same period of 2014 (net revenues fell by around 2%).
The industry sector is still suffering from an economic crisis, and contains segments which kick-started investments in IT projects, particularly those linked to international trends.
The customer base was provided with design services, application management services and in-cloud services, as part of mature offers such as those relating to ERP, HCM and extended ERP processes, rather than relating to highly innovative issues, like CRM solutions applied to after sales processes.
The experience acquired in the area of mobility and analytics is of great importance for growth prospects. Investments made on the SAP Hana platform have positioned us among the leaders on the Italian market. Again in terms of the offer, positive results were achieved in the development of web solutions and portals, bringing the efforts capitalised on in our Research and Development laboratories to the market.
The Oil & Gas Business line closed the first half of 2015 with revenue growth of around 14% over the same period in the previous year. The level of profit margins shows the considerable growth compared to 2014, the result of the company's ability to offer the market innovative solutions and to focus on the areas with the greatest value-added.
The growth in the Oil & Gas market was driven mainly by the new contracts acquired in the security and employee welfare systems, and consolidation of the downstream activities (retail gas and fuel) and the cross-disciplinary processes in the administration, finance and control area.
$\frac{1}{27}$
The new projects acquired during the half in the retail customer Engagement system area were especially significant. Exprivia also confirmed its excellent position in the Portals, Documentation and Web Application professional service areas, also strengthening its presence in the area of mobile applications for consumer users. The activities performed by Exprivia personnel for the foreign affiliates of large Italian multinational firms registered further growth, confirmation of the high level of professionalism able to guarantee innovation and a high degree of efficiency in the delivery processes.
In relation to broadband investments, which constitute the most important line for telecommunications and media growth worldwide, Italy saw some weak signs of acceleration in 2015. Nonetheless, Italy continues to trail the European average and is lagging considerably behind North America. In May 2015, the Lazio region alone surpassed FTTx coverage of 50%, still clearly insufficient to forecast major development of services for companies, public administration and consumers in the short-term, however, at least, an encouraging trend with respect to recent years.
Exprivia is clearly managing to seize upon these market signals and, in the first half of 2015, the Telco & Media Business Unit recorded an increase of 113% in revenues compared to the same half in the previous year. The fact these increases were spread over almost all Exprivia's Telco & Media customers was an even more positive aspect.
The Health and Healthcare Business Unit, as a whole, recorded revenues of Euro 10.9 million in the half, marking a decrease of 7% over the same period in 2014 due to the internalisation of personnel of the CUP branch last December in the Puglia Region.
The hospital area recorded revenues of around Euro 4.5 million, sales of the e4cure suite continued, particularly in the EMR, electronic clinical file and outpatient file area, as well as of RIS and PACS solutions. In this area, revenues are also being generated by a series of SAP projects (e.g. Campania Region), an area which is attracting interest from the market.
Revenues in the regional area amounted to roughly Euro 6.3 million. Revenues are also being generated in this area, not only by existing projects in the Puglia Region, but by projects involving the re-use of the Edotto healthcare system (e.g. for the customer Calabria Region).
With twenty years' experience in the Defence and Aerospace sector, Exprivia has developed a wealth of skills in the design and development of real-time software for mission critical command and control systems, focusing on our mission of technology partner able to meet the most advanced needs.
Targeted at the control and monitoring of industrial equipment, homeland protection, the control of air and naval traffic, the developments are aimed mainly at vertical solutions such as: Graphic command and control consoles, surveillance and monitoring, management of 2D and 3D map production, ad hoc real-time middleware and fault tolerance, Data mining (DSS) in support of intelligence and investigative processes.
The Public Administration market is represented by IT solutions that streamline the processes of organisations to increase the quality and speed of services provided to citizens and businesses. The recent modernisation policy of the Public Administration has generated a great demand for operating tools and
$\sqrt{28}$
models able to ensure significant improvement in services and substantial rationalisation of public spending.
Reconciling optimisation of spending with service quality is a goal the Public Administration can pursue only by using more innovative technologies that make it possible to raise efficiency in providing those services.
In this context Exprivia has developed increasingly effective solutions to computerise processes, ensure flexible and efficient management and at the same time to improve and intensify communications between administrations, citizens and businesses.
The decade-long presence in central and local Public Administration ensures customers of the Group receive the benefit of the process skill and know-how in all aspects of Public Administration.
The reforms in Public Administration spurred the adoption of innovative IT technologies to quickly achieve tangible results in terms of spending optimisation and process engineering. To achieve these objectives the Group supports national and regional organisations on a daily basis, proposing the most suitable solutions to obtain efficient processes and reduce their expenditure.
For each area concerned by changes Exprivia offers solutions and services created with innovative technologies, in full compliance with the strategic guidelines defined by the competent institutional bodies.
The range is divided into design, creation and management services in the following fields:
The Central Public Administration segment continues to see Consip play an increasingly more prominent role, both as the single purchase centre of the public administration and as a driving force for the process of standardisation of the IT systems of the public administration, in line with the guidelines drawn up by AGID, through the Digital Agenda. Based on this approach, Exprivia is intensifying its sales actions and has launched a process to review its Value Proposition.
The Local Public Administration segment is seeing a continuation of the positive trend, already registered in 2014 thanks to the acquisition of new contracts, and revenues recorded more than 30% growth compared to the same period in the previous year.
International development was concentrated on consolidating the presence in the markets in which the Exprivia Group companies operate.
Spain, where the Exprivia Group is present through two subsidiaries, Profesionales de Sistemas Aplicaciones y Productos S.L. (ProSap) and Exprivia S.L., saw the confirmation of the offer of ERP applications and SAP services for industry and distribution, Business Intelligence solutions for the Healthcare sector, and web services (marketing and on-line sales) for Banks and large distribution chains.
In Mexico, where the Exprivia Group operates directly with Prosap Mexico, sales and delivery actions continued with major private and public companies operating in the infrastructure construction sector in Latin America. Prosap Mexico is a SAP Gold Partner.
The sales and development activities of the companies Prosap Guatemala, which also operates in other Central American countries, and Prosap Consulting in the USA in the industry sector are expanding; as regards Prosap Perù, sales actions are continuing in the healthcare and telecommunications field to give this company fresh impetus.
The company Spagnola Exprivia SL implemented procedures for opening a branch in Ecuador for the purpose of creating an on-site operating unit able to participate, as part of an RTI (temporary association of companies), in a significant tender which is about to be called by Istituto Ecuadoregno della Salute.
Brazil saw a continuation of the business growth of Exprivia do Brasil Serviços de Informatica Ltda in the IT "eĐuƌitLJ seĐtoƌ aŶd iŶ the deǀelopŵeŶt of ERP "AP pƌojeĐts, eǀeŶ if the ĐouŶtƌLJ's eĐoŶoŵiĐ gƌoǁth is ǁell below the original expectations, with 2014 GDP practically level with 2013 and the local currency, the Real, depreciated considerably against the Euro and the US Dollar.
In China, where ͞Edžpƌiǀia Asia Ltda͟ was incorporated in Hong Kong in May 2014, which in turn incorporated ͞Edžpƌiǀia IT "olutioŶs ;"haŶghaiͿ Co. Ltd͟ in which it is the sole shareholder, marketing activities continued, as did efforts to establish contacts with Chinese institutions, Italian and European companies present in the area in which the professional services are provided, in IT Infrastructures and the SAP environment.
The success of the Exprivia Group mainly depends on the competence and skills of its workers. In addition to the executive directors of the Group and subsidiaries, the Exprivia Group also has senior managers with many years of experience in the sector who play a decisive role in managing the operations.
Already in 2012 the company set up institutional processes to map and develop certified skills, thereby reducing the risk that the skills of certain key figures might become obsolete and to confirm the Group's ability to attract leading figures with a proven record for innovation.
The programme for building loyalty and keeping the most skilled and deserving workers through performance management schemes, which include systems for rewarding key resources in the organisation.
The Exprivia group provides services to companies operating in different markets (Healthcare, Public Administration, Banking and Finance, Telecom & Media, Industry, Aerospace and Media and Utilities).
The revenue of the Group is well distributed over an array of customers but, nevertheless, the withdrawal of certain leading customers from the portfolio could weigh on the economic, capital and financial situation of the Exprivia Group.
The Exprivia group develops high value solutions with a high technological content and related underlying contracts may provide for the application of penalties for compliance with stipulated terms and quality standards. The application of these penalties could have negative effects on the economic and financial results of the Exprivia Group.
The Group has, therefore, stipulated insurance policies with leading insurance companies, considered adequate to safeguard itself from the risks arising from professional liability (the policy covering "all IT risks"). Should this cover be insufficient and Exprivia group required to pay for damages amounting to higher than the limit stipulated, the economic, capital and financial situation of the Exprivia group could suffer significant negative effects, in line, moreover, with risk parameters for the sector.
In its internationalisation strategy the group could be exposed to typical risks deriving from the performance of business at an international level, which include changes in politics, macro-economic outlook, taxation and/or regulations, as well as currency variations. Nevertheless, the company was considerably active in foreign markets, where the country risk is considered under control and minor.
The Information Technology market is naturally linked to trends in the economy.
An unfavourable economic phase, particularly at a domestic level, could slow demand, which would result in a capital, economic and financial impact. The Group has proven its ability to react, raising and maintaining the necessary profitability even in the current stagnation in the global economy. The risks in this regard are related to the duration of this cycle and the number of variables connected to the national and international political-economic system.
The ICT consulting services sector in which the Exprivia group operates features fast and profound technological changes and constant evolution of the composition of professionals and skills to gather in the creation of services, together with a need for constant development and updating of new products and services.
The Exprivia group has always been able to anticipate these changes, and be ready for the needs of the market, also because of conspicuous investment in research and development.
The Exprivia Group competes in markets where the companies are - usually - rather large, which means remaining competitive depends on economy of scale and adequate pricing policies. The Exprivia Group mitigates this risk with continuing research and development, encouraged by the near-shoring centre of Molfetta, where it is possible to have access to human resources that are always in line with trends in the sector, especially considering the vicinity of the university and the extensive collaboration with the latter.
The work conducted by Exprivia Group is not subject to any specific legislation in the sector.
Over the years Exprivia group has obtained various loans including several medium-long term at a fixed rate and others at a facilitated rate, the latter relating to funded research and development projects. Concerning variable rate loans, where considered necessary the Group stipulates interest rate swap agreements or cap agreements to hedge the risk of fluctuating interest rates.
Exprivia group does not have significant concentrations of credit risk except for work carried out in the Public Administration sector, where delays are recorded mainly due to the payment policies adopted by public bodies. They often do not respect the conditions set forth in contracts but, nevertheless, they do not lead to the risk of bad debts.
The group also manages this risk by selecting counterparts considered to be solvent by the market and with high credit standing.
All amounts receivable are periodically assessed for each individual customer, and they are written down when they are considered impaired.
Prudent management of liquidity risk is pursued by planning cash flows, financing needs and the liquidity of the Exprivia group to ensure effective management of financial resources by managing any surplus liquidity, and by opening credit lines where necessary, including short-term ones.
Since the majority of operations conducted by the Exprivia group are in the Euro area there is limited exposure to foreign exchange risk arising from transactions that are not in the usual currency (Euro). Opening up to markets characterised by major fluctuations (e.g., Brazil) might constitute a risk to be monitored, depending, however, on the volumes in place, which for the moment are not significant.
The Ordinary and Extraordinary Shareholdeƌs' MeetiŶg of Edžpƌiǀia "pA ǁas held oŶ Ϯϯ Apƌil ϮϬϭ5, held on second call.
The OƌdiŶaƌLJ "haƌeholdeƌs' MeetiŶg approved the financial statements as at 31/12/2014, resolving on the distribution of a dividend of Euro 1,452,750.82, equal to Euro 0.028 per share.
On 29 April 2015, the company distributed dividends totalling Euro 1,402,336.42; the difference of Euro ϱϬ,ϰϭϰ.ϰϬ Đoŵpaƌed to Euƌo ϭ,ϰϱϮ,ϳϱϬ.ϴϮ iŶ pƌofit alloĐated ďLJ the "haƌeholdeƌs' MeetiŶg is due to the dividends accrued by the treasury shares held by the company, which amounted to 1,788,689 as at 23 April 2015.
The Corporate Governance and Ownership Report and the Remuneration Report for directors and management with strategic responsibility of the Exprivia Group were approved during the same shareholders' meeting. Both reports are published on the company's website in the "Investor Relations - Corporate Governance - Corporate Information" section.
In addition, the ordinary shareholders' meeting approved the issuing of a new authorisation to purchase and dispose of treasury shares, pursuant to articles 2357 and 2357-ter of the Italian Civil Code.
The EdžtƌaoƌdiŶaƌLJ "haƌeholdeƌs' MeetiŶg approved the proposed changes to the Articles of Association relating to:
1) purely formal amendment of articles 5, 16 and 19 of the Articles of Association;
2) amendment to articles 14 and 23 of the Articles of Association regarding the appointment and replacement of Board Directors and Statutory Auditors in order to ensure gender balance in the composition of Corporate Bodies;
3) amendment to art. 6 of the Articles of Association and introduction of art. 6-bis, pursuant to art. 127 quinquies of Legislative Decree 58/1998 and art. 20, paragraph 1 bis, of Decree Law 91/2014 converted from Law 116/2014 for the introduction of the right to the majority vote (loyalty shares), for which the shaƌeholdeƌs' ŵeetiŶg ƌesolǀed to edžeƌĐise the optioŶ ǁhiĐh alloǁs tǁo ǀotes to ďe alloĐated to eaĐh share, held for at least two years, pursuant to the applicable regulations.
A purchase contract was signed on 30 June 2015 for the remaining 48.88% stake in Profesionales de Sistemas Aplicaciones y Productos SL. by shareholder Andrés Quintero del Barrio. This contract took effect on 7 July 2015, with the payment in cash of the agreed price of Euro 150,000. Thanks to this acquisition, Exprivia SpA now has complete control of this Spanish company and its subsidiaries in North and Central America.
The Spanish company Exprivia SL implemented procedures for opening a branch in Ecuador for the purpose of creating an on-site operating unit able to participate, as part of an RTI (temporary association of companies), in significant Healthcare tenders called.
The company will ďe Đalled ͞Edžpƌiǀia "L "uĐuƌsal EĐuadoƌ͟, with share capital of USD 10,000, fully subscribed and paid-in by Exprivia SL and its incorporation is at the phase of registration at the local ͞"upeƌiŶteŶdeŶĐia de Coŵpañías͟.
Exprivia shares have been listed on the Electronic Stock Market of Borsa Italiana (MTA - STAR segment) since August 2000 and on 28 September 2007 Exprivia SpA was admitted to the STAR segment (high performance securities).
A total of 51,883,958 shares constitute the Share Capital as at 30 June 2015 with a nominal unit value of Euro 0.52.
| Stock Exchange ISIN code: | IT0001477402 |
|---|---|
| Symbol: | XPR |
| Specialist | Banca Akros |
On the basis of the entries in the shareholders' register, as supplemented by instructions received in accordance with art. 120 of the Consolidated Finance Act and available information, as at 30 June 2015, the shareholder structure of Exprivia was as follows:
| Shareholders | Shares | % |
|---|---|---|
| Abaco Innovazione S.p.A: | 24,125,117 | 46.50% |
| Merula S.r.l: | 1,514,736 | 2.92% |
| Treasury shares held | 1,988,909 | 3.83% |
| Other shareholders (< 2%): | 24,255,196 | 46.75% |
| Total Shares | 51,883,958 | 100% |
The graph below compares the performance of the Exprivia share price with the FTSE Italia Star index in August 2015 and with reference to the twelve months prior to this date.
The forecasts over growth of the global economy continue to seesaw. Setting aside the faint optimism in the first part of the year, which envisaged 4.1% growth in the global economy, the OECD announced in a pƌess ƌelease issued last JuŶe, ďoƌƌoǁiŶg a sĐholastiĐ ŵetaphoƌ, that the gloďal ƌeĐoǀeƌLJ is a ͞ďoƌdeƌliŶe pass͟. The representative body in advanced countries clearly reduced the growth forecasts: this year, the growth in global GDP will stop at 3.1%, then will touch 3.8% the following year.
However, there is widespread opinion that the conditions will exist for a genuine recovery. On the one hand, the falling price of oil and expansionary monetary policies are making the Euro zone a benchmark for other economies.
However, it is the economic picture in ICT in Italy which allows us to be optimistic. According to Assinform, although 2014 still recorded a decrease of 1.4% (it had been -4.4% in 2013/12), there are now emerging segments registering considerable growth, which started in the second part of 2014, and is expected to be consolidated on the wave of more innovative components. Assinform confirmed the growth forecast of 1.1% at the end of 2015. If we look at the market components, a positive performance was recorded by software and solutions (+4.2%) and data centre and cloud computing services (+37%), core sectors for the Exprivia Group. Even more positive is the news that investments are being kick-started in ICT in 2014 by the most important sectors of the Italian economy: manufacturing industry +0.6% on an annual basis (at the end of 2013, the decrease had been 7%), banks +1.1% (2013), insurance +1.5% (-3.6%) utilities +1.8% (+ 0.6%), Tlc and media + 0.9% (-0.2%), travel and transport + 0.8% (-5.7%).
In the first half of the year, Exprivia recorded 7.8% growth in its profit margins, reaching the highest levels in the last five years, continued to reduce its bank debt, consolidated its presence in international markets, and readied itself for the launch of its industrial plan for the six-year period 2015-2020.
In a still uncertain situation, the Group is therefore now more robust, thanks to the constant recovery in profit margins and improvement in all its capital parameters, has continued to make investments, especially abroad, and continues to carry out research and development activities.
All the real estate of the Group is in the name of the Holding Company Exprivia SpA.
The property in Viale PIO XI 40 in Molfetta (BA) consists of two rooms totalling about 120 sq. m .
The Company's current head offices, located in Molfetta (BA), Via Adriano Olivetti 11, covers a surface area of about 8,000 sq. m on which there is a complex of buildings (made up of four blocks, three of which are multi-story). All of these are office space and warehouses for a net total of approximately 5,000 sq. m of office space.
In 2013, an investment project, which began in 2013, was concluded. Its aim was to bolster and improve the logistics of the head offices of the Holding Company Exprivia thereby making the latter more functional and agreeable for clients.
Training programmes on the most modern IT technologies for large groups of people are organised and carried out at the Molfetta office. The development of technical staff, both internal staff and customers, is based on continuing professional training and education.
The areas dedicated to IT instrumentation, equipped with advanced security systems, are perfectly able to host not only the current equipment necessary for the management and development of the Group's infrastructure and R&D Laboratory, but also additional IT systems used to provide the market with complete solutions for development projects and outsourcing with the most sophisticated security systems and non-stop operations.
In April 2012 Exprivia SpA transferred its Milan branch from Via Esterle 9 to Via dei Valtorta 43, thus occupying a rented independent three-storey building with a total of 2,500 sq. m of floor space available for office use.
The Company started expanding its Molfetta production unit during the first half of 2012, a project provided for in the programme agreement signed with the Regione Puglia on 5 December 2011 for a total value of Euro 10.4 million. The first stage of the investment in material assets, totalling Euro 5.6 million, is the erection of a new four-storey office building with a total of 2,500 sq. m of floor space, which was completed in February 2014.
The second phase involved the renovation of offices in Via Olivetti (Molfetta, Italy) and bolstering of electrical and network infrastructures, which was completed on 30 June 2014.
In November 2014, Exprivia SpA held a public institutional event to present the restyling of the offices in Via Olivetti and the new building.
In December 2014 Exprivia SpA transferred its Rome office from Via C. Colombo, 456 to Viale del Tintoretto, 432. It occupies an entire floor with a total surface are of 2,036 sq. m, thus making it possible to integrate all the personnel of the Exprivia subsidiaries: Exprivia Telco & Media and Exprivia Enterprise Consulting Srl.
The main goal of the new offices, built on a project commissioned by Exprivia SpA, was to create a representative office as well as an operational office. The project enabled a significant expansion of office space, in addition to bolstering ICT infrastructure.
In January 2015, new offices were identified for the Vicenza production unit, in the Serenissima Area of East Vicenza, in via Zamenhoff 200 with an area covering 500 sq. m, to which all personnel present in the old Via Benedetto Marcello office were transferred in April 2015. The new office has architectural and service ĐhaƌaĐteƌistiĐs iŶ liŶe ǁith the Gƌoup's ƌeŶoǀated offiĐes.
IŶ the fiƌst half of ϮϬϭϱ, Edžpƌiǀia's IŶŶoǀatioŶ Laď ĐoŶtiŶued oŶ ǁith the aĐtiǀities peƌfoƌŵed iŶ ϮϬϭϰ iŶ collaboration with the Production and Sales Departments, with the goal of bringing innovation to the offer portfolio of the Exprivia Group.
Therefore, the objectives of the active research programmes in 2015 continue to be contextualised with Edžpƌiǀia's fƌaŵeǁoƌk ƌeseaƌĐh pƌogƌaŵŵe kŶoǁŶ as ͞Città Digitale 2.0͟. Continuing from last year, the plan is based on three priorities for Research & Development: 1) Healthcare 2.0; 2) Mobile Ticketing & Intelligent Transportation System (ITS); 3) IT Factory - Cloud - Big Data.
All Research & Development projects are sustained by co-financing from the participation in national tenders for research promoted by the competent ministries and regional administrations.
In relation to Sanità 2.0., May 2015 saw the formal conclusion of the projects Lab 8 Potenziamento A and Lab 8 Potenziamento B, dedicated to the creation of:
The Lab8 projects (under tender contract PON02- Programma Operativo Nazionale [National Operational Programme] – ͞NotiĐe foƌ the deǀelopŵeŶt aŶd eŶhaŶĐeŵeŶt of hi-tech districts and public-private laboratories and the creation of new districts and/or new public-pƌiǀate ĐoŵďiŶatioŶs͟Ϳ ǁeƌe aĐƋuiƌed thƌough Edžpƌiǀia's ŵeŵďeƌship iŶ the BiogeŶe CoŶsoƌtiuŵ, the LabGTP project leader, Genomics,
Transcriptomics and Proteomics Laboratory financed by MIUR. These projects are an extension approved by the ministry itself.
In agreement with the project partners, a request for a 5-month extension until October 2015 was requested from the MIUR for the completion of activities on the Lab8 Potenziamento A and B projects, in order to complete the experimentation set forth in the work plan in a manner consistent with the project goals.
By contrast, the LabGTP project was formally completed in February 2015.
In the Healthcare domain, the ActiveAgeing@Home project is currently being implemented, financed as part of the ͞TeĐhŶologies foƌ EŶǀiƌoŶŵeŶts foƌ LiǀiŶg͟ Clusteƌ ;MIUR teŶdeƌ dediĐated to the defiŶitioŶ of National Cluster Technologies - D. D. 257/Ric of 30 May 2012). The project includes the issue of monitoring health and remote assistance for vulnerable persons, with a special focus on people with neurological disabilities. Exprivia provides its specialist skills in this area and undertakes to develop innovative features related to the unique characteristics of the setting and people involved. Due to the delays in the issuing (by the MUIR) and subsequent signing (by partners) of the project decrees, we are currently working towards presenting an extension request, in order to consistently meet the project objectives.
As regards Logistics, the LOGIN project (Ministry of Economic Development - National Industry 2015-Made in Italy Tender), dedicated to the development of a cooperative logistics platform which makes it possible to optimise the logistics processes of the agribusiness chain and the chain of haulage contractors specialised in the sector, closed in June.
Also for the LOGIN project, Exprivia and the group of other partners are awaiting approval of the extension by the MUIR, which will allow the project closure to be extended to October 2015. The request is based on the project partners' need to be able to best coordinate the performance of the activities concerning the experimentation of the integrated platform, a project implementation objective.
Still in this application context, June 2015 saw the signing of the Deed of Obligation with the MUIR for the execution of the ITS (Intelligent Transportation System) Italy 2020 project. It was acquired as part of the tender for National Technological Clusters, mentioned above, through the participation in the National TeĐhŶologiĐal Clusteƌ ͞MeaŶs aŶd sLJsteŵs foƌ ŵoďilitLJ oŶ laŶd aŶd sea͟. The object of the innovation is to define technological standards and communications protocols to develop national intermodal logistics.
Due to the clear delay, essentially due to bureaucratic reasons, in the issuing and signing of the project decrees, also for ITS 2020, we are currently working towards presenting an extension request, in order to consistently meet the project objectives.
Within the IT Factory - Cloud - Big Data context, the Puglia Digitale 2.0 project is also being implemented, also co-financed through the measure under Title VI of Regulation 26/06/2008, relating to the execution of the Puglia Regional Programme Agreement. It was started up in February 2013 in cooperation with 6 SMEs and is defined as a strategic project for the Puglia IT District. For Exprivia its purpose is to develop an original platform to provide software services as Software as a Service (SaaS). The innovative platform will make it possible to activate a multi-enterprise catalogue of modular software components through SaaS. In the project, Exprivia is participating in the creation of tools for the shared SaaS catalogue, advanced service access tools, and integration of vertical services currently offered in the PAL and Healthcare domain. The project includes the development of infomobility and mobile ticketing solutions in order to modernise services provided to users by public transport operators.
For Puglia Digitale, the project will be completed on 30 November 2015.
Concerning the field of research on Big Data, work is continuing on two PON02 projects, to be executed in cooperation with other members of the DHITECH - High Tech District, which Exprivia is a part of. The projects are:
VINCENTE, a project with the goal of setting up a web-oriented methodological and technological platform aimed at proactively supporting and developing new forms of business for the region of Puglia;
Puglia@service, a project with the goal of implementing strategic, organisational and technological initiatives in the Future Internet (www.future-internet.eu) to innovate services for the sustainable
knowledge society and enable the transition of Puglia towards an intelligent territory model, i.e., using an adequate technological and digital infrastructure to maximise its innovative capacity and management of its knowledge assets in order to promote integration and raise competitiveness.
Both projects were formally concluded in May 2015, and an extension request was also sent for them which, once approved by the MUIR, will extend the duration of the projects until the end of 2015. The extra six months with respect to the original project end date will allow account to be taken of the significant progress made in the technological, economic and social context in which the projects were implemented, therefore helping to raise level of quality, innovativeness and the potential industrial application of the results achieved up until now.
The PON02 project known as EFFEDIL – Innovative Solutions for Energy Efficiency in Construction also continued, which Exprivia is a part of as a member of the National Technological District on Energy (Di.T.N.E.), based in Brindisi.The goal of the project is to develop innovative and sustainable solutions to improve energy efficiency in construction in temperate climates. The work of Exprivia focuses on developing algorithms for the management and optimisation of energy use in buildings. Also for PON02 EFFEDIL, an extension request was submitted until the end of 2015, in order to overcome the inconsistencies between the initial project timetable and the actual start of works, delayed due to bureaucratic issues.
The Exprivia Group is committed to maximising the value of its resources by focusing on a flexible, dynamic organisational model.
In particular, the role of the Organisational Development department is to provide support to the Staff Business Units by improving tools for:
As part of the definition and communication of adequate salary practices and policies, in keeping with the provisions of the CONSOB Issuer Regulations (pursuant to article 123-ter of the Consolidated Finance Act) adopted with resolution no. 11971 of 14 May 2009 and updated on 8 February 2012, art. 84-quater, the Company made the 'Remuneration Report for Directors and Executives with Strategic Responsibility' available to the market and submitted it to the approval of the shareholders' meeting of 23-24 April 2015. This report describes the remuneration policy concerning these figures for the 2014-2015 period.
Following the corporate restructuring, which reshaped the company into Business Units (BU), we continued with the process of updating key and strategic roles for the Business Units, in order to make said Business Units increasingly effective with respect to the markets covered. This updating of roles mainly concerned two directives:
As far as training is concerned, the 2015 Training Master Plan (TMP), containing the valid training requirements for the Exprivia Group, made provision for the supply of 25,900 hours of planned training and 1,250 attendances, versus the 11,126 hours of training provided and 327 attendances. The 2015 training plan, in particular, makes provision for a significant investment in terms of the development of specialised technical skills, to bring them into line with new and innovative technological trends in the hi-tech market.
The training programmes concerned the development of:
As regards certifications, 226 were attained in the following areas in the first half of 2015 (by way of an example): SAP, ORACLE, MICROSOFT, CISCO, ITIL. This important investment is linked to the goal of accrediting the training courses provided at Exprivia, through the attainment of certifications, in order to increase the value, also for our customers, of the skills acquired.
With respect to the Recruiting and Selection area, we have continued to invest in personnel, aiming at: improving personnel productivity, developing new skills, and improving structural efficiency in the Operational Departments.
In the first half of 2015, around 98 new employees were hired, within Exprivia's core markets, also aiming at people with medium-high seniority, in order to specialise the Business Unit personnel. The percentage of new hires with medium-high seniority amounted to over 30% of the total hired during the first half. For new graduates hiƌed oƌ those ǁith speĐialist ŵasteƌ's degƌees, thaŶks to ǁoƌk shadoǁiŶg of iŶteƌŶal highlLJ professional Group personnel, we planned professional growth and development courses which created new professionals.
As regards the Contact Management market, 36 employees were hired, who became operative following structured training and education plans.
In 2015, Exprivia retained its ties with schools, universities, polytechnic institutions, research centres, making a contribution by actively participating in the post-graduate specialist qualifications, aware of its privileged position deriving from its expertise in the IT markets covered. This support ensured our reference points with new skills and abilities connected with: emerging trends in the hi-tech market, technological, application and process specialisations for the reference market. It made this contribution by promoting school-work programmes and work experience and internships; in particular, the first half of 2015 saw the planning of a specialist Academy, targeted at young new graduates, to develop skills for the Banks, Financial and Insurance Companies market.
In addition, as part of collaboration with Universities/Polytechic Institutions, Exprivia signed agreements for the financing, in favour of young graduates, of grants for Research Doctorates (PhDs) and Higher Education Research Apprenticeships targeted at attaining the title of Doctor of Research.
The tables show the company workforces as at 30 June 2015, compared with those at 31 December 2014. The table shows the number of staff. Part-time workers accounted for around 16.7% of all employees and work on a part-time basis in various arrangements of contractual hours.
| Employees | Temporary workers | |||
|---|---|---|---|---|
| Company | 31/12/2014 | 30/06/2015 | 31/12/2014 | 30/06/2015 |
| Exprivia SpA | 672 | 665 | 10 1 | 11 |
| Exprivia Healthcare IT Srl | 323 | 327 | $\overline{\phantom{a}}$ | $\frac{1}{2}$ |
| Exprivia Enterprise Consulting Srl | 170 | 166 | $\mathbf{1}$ | $\mathbf{1}$ |
| Exprivia Digital Financial Solutions Srl | 191 | 197 | ||
| Exprivia Projects Srl | 360 | 278 | u | z |
| Exprivia Telco&Media Srl | 271 | 309 | 5 | 5 |
| Exprivia Shangai | 14 | 15 | $\mathbf{1}$ | $\mathbf{1}$ |
| Exprivia SL (Spagna) | 15 | 16 | ||
| Prosap (gruppo) SL | 105 | 94 | ||
| Exprivia do Brasil Servicos de Informatica Ltda |
29 | 24 | $\mathbf{1}$ | $\mathbf{1}$ |
| Spegea S.c. a r. l. | 9 | 7 | $\mathbf{1}$ | $\mathbf{1}$ |
| Total | 2159 | 2098 | 19 | 20 |
| Executives | 38 | 46 | ||
| Middle Managers | 185 | 193 |
Effective 31 March 2008, Exprivia adopted its Organisation, Management and Control model under Legislative Decree no. 231/2001 and set up a Supervisory Body. None of its members are directors of Group companies.
This model is integrated with the principles and provisions of the Exprivia Ethics Code. The unique nature of Exprivia's governance system and policies is thus confirmed, which also focuses on developing a corporate culture that fully complies with the principals of conduct for the Exprivia Group.
The Supervisory Board meets periodically and performs its job in observance of the tasks assigned to it by the Model and Regulations/Articles of Association it has independently adopted, all with the aim of supervising the model's operation and of updating it.
The Organisation, Management and Control model is published on the Company website in the section "Investor - Corporate Governance - Corporate Information Report".
The Quality Management System, conforming to ISO 9001:2008, has been operational in Exprivia S.p.A. since 2003. This system enables effective management of company processes, guaranteeing the greatest transparency inside and outside the company.
In 2012 and 2013 the Management System was certified and complies with ISO/IEC 27001 and ISO/IEC $20000 - 1.$
In May 2014 Exprivia SpA. obtained level 2 under the CMMI-DEV model.
Checks are regularly and successfully carried out by an outside body to ensure the certifications are maintained.
In addition to the holding company, the other Group companies with ISO 9001 certification are: Exprivia Healthcare IT Srl, Exprivia Projects Srl, Exprivia Enterprise Consulting Srl, Exprivia Digital Financial Solutions Srl, Exprivia Telco & Media Srl and Spegea S.c.a.r.l.
The organisational structure of the Exprivia Group functionally integrates all staff services of the Group subsidiaries within the consolidation area, thereby optimising the operational structures of each company to ensure effectiveness and efficiency in supporting the business of the Group.
The Administration, Finance and Control Department unites the Group Finance function with the Administration, Finance and Control functions.
The Human Resource Department reports directly to the Chairman of the Exprivia Group, who is the head of the department ad interim.
The Internal Audit, Merger & Acquisition, Corporate Affairs and International Business Departments also report to the Chairman.
The Group companies constantly collaborate with each other for commercial, technological and application development. In particular the following should be pointed out:
A cash pooling relationship is in place between the Italian Group companies, and all companies adhere to tax consolidation based on a specific regulation.
In compliance with applicable legislative and regulatory provisions, and in particular with:
(i) the "Regulations on transactions with affiliated parties – CONSOB resolution no. 17221 of 12 March 2010" as amended by resolution no. 17389 of 23 June 2010; (ii) the outcome of the subsequent "consultation" published by CONSOB on 24 September 2010; (iii) the CONSOB notice on guidelines for applying the regulations published on 24 September 2010; (iv) CONSOB notice no. 10094530 of 15 November 2010 with additional clarifications.
OŶ Ϯϳ Noǀeŵďeƌ ϮϬϭϬ the Boaƌd of DiƌeĐtoƌs of the CoŵpaŶLJ adopted a ͞PƌoĐeduƌe foƌ TƌaŶsaĐtioŶs ǁith Related Parties͟, settiŶg foƌth pƌoǀisioŶs ĐoŶĐeƌŶiŶg tƌaŶsaĐtioŶs ǁith ƌelated paƌties iŶ oƌdeƌ to eŶsuƌe the transparency and substantive and procedural correctness of operations with related parties carried out directly or through companies that are directly and/or indirectly controlled by Exprivia ("Exprivia Group").
This procedure replaced the one previously in force, which had been introduced on 26 March 2007.
TƌaŶsaĐtioŶs ǁith ƌelated paƌties aƌe paƌt of Ŷoƌŵal ďusiŶess ŵaŶageŵeŶt aŶd aƌe Đaƌƌied out oŶ aŶ aƌŵ's length basis. No atypical or unusual transactions were carried out with related parties.
During the first half of 2015, no new relevant transactions were carried out pursuant to the procedure for transactions with related parties.
The procedure for performing inter-company transactions and transactions with related parties is published oŶ the ĐoŵpaŶLJ ǁeďsite iŶ the seĐtioŶ ͞IŶǀestoƌ RelatioŶs – Corporate Governance – Corporate IŶfoƌŵatioŶ͟.
In accordance with Art. 2497 et seq. of the Italian Civil Code, governing transparency in the exercise of company management and coordination, it is recognised that this is exercised by Abaco Innovazione S.p.A., with head offices in Viale Adriano Olivetti 11, Molfetta (Bari, Italy), tax code and VAT No. 05434040720.
It should be noted that in the performing said activity:
Relations with Abaco Innovazione SpA of an economic, capital and financial nature are set forth in the seĐtioŶ of this DiƌeĐtoƌs' Repoƌt "Gƌoup RelatioŶs ǁith PaƌeŶt CoŵpaŶies͟.
In accordance with art. 2.6.2(10) of the Regulations for Markets regulated and managed by Borsa Italiana SpA, the Directors declare that, as at 30 June 2015, the Company does not meet the conditions provided under art. 37(1) of CONSOB regulation no. 16191/2007.
The tables below show the financial and equity relations between the Exprivia Group and the parent company Abaco Innovazione SpA as at 30 June 2015 compared to 31 December 2014.
| Description | 30/06/2015 | 31/12/2014 | Variation |
|---|---|---|---|
| Exprivia S.p.A. | 1,284,528 | 1,302,438 | (17,910) |
| TOTAL | 1,284,528 | 1,302,438 | (17, 910) |
It is worth noting that receivables, in the amount of Euro 1,019,791 are of the financial, interest-bearing type.
| Description | 30/06/2015 | 30/06/2014 | Variation |
|---|---|---|---|
| Exprivia SpA | 14,436 | 25,943 | (11,507) |
| TOTAL | 14,436 | 25,943 | (11, 507) |
49
| Amount in Euro | |||
|---|---|---|---|
| Note | 30.06.2015 | 31.12.2014 | |
| Land and buildings | 11,207,292 | 11,266,613 | |
| Other assets | 2,974,522 | 3,436,488 | |
| Property, plant and machinery | $\mathbf{1}$ | 14, 181, 814 | 14,703,101 |
| Goodwill | 67,192,593 | 67,263,482 | |
| Goodwill and other assets with an indefinite useful life | $\overline{2}$ | 67,192,593 | 67,263,482 |
| Intangible assets | 1,130,815 | 1,351,287 | |
| Research and development costs | 3,540,753 | 2,876,063 | |
| Work in progress and advances | 776,627 | ||
| Other Intangible Assets | 3 | 4,671,568 | 5,003,977 |
| Investments in other companies | 893,352 | 893,352 | |
| Equity investments | 4 | 893,352 | 893,352 |
| Other receivables | 1,711,436 | 1,714,748 | |
| Other financial assets | 5 | 1,711,436 | 1,714,748 |
| Tax advances/deferred taxes | 1,987,274 | 2,087,973 | |
| Deferred tax assets | 6 | 1,987,274 | 2,087,973 |
| NON-CURRENT ASSETS | 90,638,037 | 91,666,633 |
| . | ||
|---|---|---|
| Note | 30.06.2015 | 31.12.2014 | |
|---|---|---|---|
| Trade receivables | 58,960,408 | 62,325,125 | |
| Receivables from associates | 163,333 | 219,150 | |
| Receivables from parent companies | 1,284,528 | 1,302,438 | |
| Other receivables | 13,852,727 | 12,246,976 | |
| Tax receivables | 2,502,433 | 2,137,941 | |
| Trade receivables and other | $\overline{I}$ | 76,763,429 | 78,231,630 |
| Inventories | 141,744 | 143,126 | |
| Inventories | 8 | 141,744 | 143,126 |
| Work in progress contracts | 13,004,373 | 11,426,026 | |
| Work in progress contracts | 9 | 13,004,373 | 11,426,026 |
| Held at bank | 9,882,060 | 12,042,644 | |
| Cheques and cash in hand | 43,573 | 65,955 | |
| Cash at bank and on hand | 10 | 9,925,633 | 12,108,599 |
| Cheques and cash in hand | 501,561 | 349,740 | |
| Cash at bank and on hand | 11 | 501,561 | 349,740 |
| CURRENT ASSETS | 100,336,740 | 102,259,121 | |
| CONTRACTOR |
| Amount in Euro | |||
|---|---|---|---|
| Note | 30.06.2015 | 31.12.2014 | |
| Share Capital | 25,945,425 | 26,410,269 | |
| Share capital | 12 | 25,945,425 | 26,410,269 |
| Share premium | 18,081,738 | 18,081,738 | |
| Share Premium Reserve | 12 | 18,081,738 | 18,081,738 |
| Revaluation reserve | 2,907,138 | 2,907,138 | |
| Revaluation reserve | 12 | 2,907,138 | 2,907,138 |
| Legal reserve | 3,709,496 | 3,561,670 | |
| Other reserves | 18,204,729 | 16,983,866 | |
| Translation reserve | (350, 906) | (270, 895) | |
| Other reserves | 12 | 21,563,319 | 20,274,641 |
| Retained earning/loss | 2,095,639 | 2,014,991 | |
| Profits/Losses for previous periods | 12 | 2,095,639 | 2,014,991 |
| Profit/Loss for the period | 1,081,296 | 3,037,163 | |
| SHAREHOLDERS' EQUITY | 71,674,555 | 72,725,940 | |
| Minority interest | 705,730 | 959,836 | |
| GROUP SHAREHOLDERS' EQUITY | 70,968,825 | 71,766,104 | |
| NON-CURRENT LIABILITIES | |||
| Non-current bond | 13 | 3,793,156 | 4,272,794 |
| Non-current bond | 3,793,156 | 4,272,794 | |
| Non-current bank debt | 14 | 6,235,883 | 7,265,127 |
| Non-current bank debt | 6,235,883 | 7,265,127 | |
| Trade payables after the financial year | 199,522 | 228,427 | |
| Tax liabilities and amounts for social security payable after the financial voor |
577,701 | 119,161 | |
| Other financial liabilities | 15 | 777,223 | 347,588 |
| Other provisions | 1,041,599 | 1,384,724 | |
| Provision for risks and charges | 16 | 1,041,599 | 1,384,724 |
| Employee severance indemnities | 9,520,460 | 10,230,522 | |
| Employee provisions | 17 | 9,520,460 | 10,230,522 |
| Provisions for deferred taxes | 1,020,883 | 991,905 | |
| Deferred tax liabilities | 18 | 1,020,883 | 991,905 |
| NON CURRENT LIABILITIES | 22,389,204 | 24,492,660 |
| Amount in Euro | |||
|---|---|---|---|
| Note | 30.06.2015 | 31.12.2014 | |
| Current bond | 1,159,430 | 656,902 | |
| Current bond | 19 | 1,159,430 | 656,902 |
| Current bank debt | 31,203,368 | 31,206,922 | |
| Current bank debt | 20 | 31,203,368 | 31,206,922 |
| Trade payables | 19,694,088 | 22,524,620 | |
| Trade payables | 21 | 19,694,088 | 22,524,620 |
| Advances | 3,771,297 | 4,162,600 | |
| Advances payment on work in progress contracts | 22 | 3,771,297 | 4,162,600 |
| Payables to associated companies | 63,344 | 63,345 | |
| Other payables | 4,374,371 | 2,637,341 | |
| Other financial liabilities | 23 | 4,437,715 | 2,700,686 |
| Tax liabilities | 11,948,442 | 15,253,993 | |
| Tax liabilities | 24 | 11,948,442 | 15,253,993 |
| Amounts payable to pension and social security institutions | 5,042,101 | 5,550,781 | |
| Other payables | 19,654,577 | 14,650,650 | |
| Other current liabilities | 25 | 24,696,678 | 20,201,431 |
| CURRENT LIABILITIES | 96,911,018 | 96,707,154 | |
| LIABILITIES | 190,974,777 | 193,925,754 |
| Amount in Euro | ||
|---|---|---|
| Note | 30.06.2015 | 30.06.2014 | |
|---|---|---|---|
| Revenue from sales and services | 70,448,258 | 65,782,477 | |
| Revenues | 26 | 70,448,258 | 65,782,477 |
| Other revenues and income | 267,279 | 301,033 | |
| Grants related to income | 2,167,124 | 1,551,328 | |
| Increase in capitalised expenses for intenal projects | 732,464 | 766,315 | |
| Other income | 27 | 3,166,867 | 2,618,676 |
| Changes in inventories of work in progress | (12, 331) | (119, 941) | |
| Changes in inventories of finished goods and work in progress | 28 | (12, 331) | (119, 941) |
| PRODUCTION REVENUES | 73,602,794 | 68,281,212 | |
| Costs of raw, subsid. & consumable mat. and goods | 29 | 5,273,800 | 5,042,650 |
| Salaries | 30 | 47,019,552 | 44,733,353 |
| Other costs for services | 31 | 11,405,387 | 10,482,002 |
| Costs for leased assets | 32 | 1,999,848 | 2,466,136 |
| Sundry operating expenses | 33 | 770,226 | 844,400 |
| Provisions | 34 | 237,466 | 176,170 |
| TOTAL PRODUCTION COSTS | 66,706,279 | 63,744,711 | |
| DIFFERENCE BETWEEN PRODUCTION COSTS AND REVENUES | 6,896,515 | 4,536,501 |
| Amount in Euro | |||
|---|---|---|---|
| Note | 30.06.2015 | 30.06.2014 | |
| Ordinary amortisement of intangible assets | 1,178,490 | 1,016,152 | |
| Ordinary depreciation of tangible assets | 962,615 | 840,365 | |
| Othe write-downs | 929,292 | 137,599 | |
| Amortisation, depreciation and write-downs | 35 | 3,070,397 | 1,994,116 |
| OPERATIVE RESULT | 3,826,118 | 2,542,385 | |
| Financial income and charges | 36 | 1,228,810 | 1,157,091 |
| PRE-TAX RESULT | 2,597,308 | 1,385,294 | |
| Income tax | 37 | 1,516,012 | 1,152,266 |
| PROFIT OR LOSS FOR THE PERIOD | 38 | 1,081,296 | 233,028 |
| Attributable to: | |||
| Shareholders of holding company | 1,290,004 | 371,419 | |
| Minority interest | (208, 708) | (138, 390) | |
| Earnings per share losses | 39 | ||
| Basic earnings per share | 0.0257 | 0.0073 | |
| Basic earnings diluted | 0.0257 | 0.0073 |
| Amount in Euro | 30/06/2015 | 30/06/2014 |
|---|---|---|
| Profit for the year | 1,081,296 | 233,028 |
| Other gains (losses) total will not subsequently be reclassified in profit (loss) |
||
| Profit (loss) Actuarial effect of IAS 19 | 164,203 | |
| Other moviment | 321,914 | |
| Tax effect of changes | (45, 156) | |
| Total other comprehensive income (loss) will not subsequently be reclassified in profit (loss) |
119,047 | 321,914 |
| Other gains (losses) total that will be subsequently reclassified to profit (loss) for the period we |
||
| Change in translation reserve | (80, 011) | |
| Total other comprehensive income (loss) that will subsequently be reclassified in profit (loss) |
(80, 011) | |
| NET COMPREHENSIVE INCOME FOR THE PERIOD | 1,120,332 | 554,942 |
| attributable to: | ||
| Group | 1,374,438 | 693,332 |
| Minority interest | (254, 106) | (138, 390) |
| Amount in Euro | Company Capital |
Own shares Share Premium Fund |
Reval. Reserve |
Other Reserves |
Profits (Losses) brought forward |
Profit (Loss) for the period |
Total Net Worth | Minority Interests |
Total Group Net Worth |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Balance at 01/01/2014 | 26,979,658 | (636, 787) | 18,081,738 2,907,138 15,031,113 | 5,975,474 | 2,855,879 | 71,194,213 | 1,906,914 | 69,287,299 | ||
| Reclassification previous year's | ||||||||||
| profit to previous year's profit | 4,977,306 | (2, 121, 427) | (2,855,879) | $\sim$ | ||||||
| Reclassification | 180,810 | (180, 810) | ||||||||
| Purchase of own shares | (82, 680) | (54, 853) | (137, 533) | (137, 533) | ||||||
| Changes in consolidated | ||||||||||
| companies | (1,090,036) | (1,090,036) | (460, 323) | (629, 713) | ||||||
| Components of | ||||||||||
| comprehensive income | ||||||||||
| Profit (loss for the period) | 233.028 | 233.028 | (138, 390) | 371,418 | ||||||
| Effects of applying IAS 19 | 321,914 | 321,914 | 321,914 | |||||||
| Translation reserve | $\circ$ | $\circ$ | ||||||||
| Total income (loss) for the | ||||||||||
| year Overall | 554,942 | (138, 390) | 693,332 | |||||||
| Balance at 30/06/2014 | 26,979,658 | (719, 467) | 18,081,738 2,907,138 20,456,290 | 2,583,201 | 233,028 | 70,521,587 | 1,308,201 | 69,213,386 |
| Balance at 01/01/2015 | 26,979,658 | (569, 389) | 18,081,738 2,907,138 20,274,641 | 2,014,991 | 3,037,163 | 72,725,940 | 959,836 | 71,766,104 | |
|---|---|---|---|---|---|---|---|---|---|
| Reclassification previous year's | |||||||||
| profit to previous year's profit | 1,503,766 | 1,533,397 | (3,037,163) | $\sim$ | |||||
| Dividend | (1,452,751) | (1,452,751) | (1,452,751) | ||||||
| Purchase of own shares | (464, 844) | (254, 124) | (718, 968) | (718,968) | |||||
| Components of | |||||||||
| comprehensive income | |||||||||
| Profit (loss for the period) | 1,081,296 | 1,081,296 | (208, 708) | 1,290,004 | |||||
| Effects of applying IAS 19 | 119,047 | 119,047 | 4,849 | 114,198 | |||||
| Translation reserve | (80, 011) | (80, 011) | (50, 248) | (29, 763) | |||||
| Total income (loss) for the | |||||||||
| year Overall | 1,120,332 | (254, 106) | 1,374,438 | ||||||
| Balance at 30/06/2014 | 26,979,658 (1,034,233) | 18,081,738 2,907,138 21,563,319 | 2,095,639 | 1,081,296 | 71,674,555 | 705,730 | 70,968,825 |
| Amount in Euro | |||
|---|---|---|---|
| NOTE | 30.06.2015 | 30.06.2014 | |
| Operating activities: | |||
| Profit (loss) | 40 | 1,081,296 | 233,028 |
| Amortisation, depletion and depreciation of assets | 2,141,105 | 1,856,517 | |
| Provision for Severance Pay Fund | 1,713,029 | 1,909,216 | |
| Advances/Payments Severance Pay | (2,423,091) | (1,550,746) | |
| Cash flow arising from operating activities | 2,512,339 | 2,448,015 | |
| Increase/Decrease in net working capital: | |||
| Variation in stock and payments on account | (1,968,268) | (228,992) | |
| Variation in receivables to customers | 3,364,717 | (5, 131, 385) | |
| Variation in receivables to parent/subsidiary/associated company | 73,727 | (219, 563) | |
| Variation in other accounts receivable | (1,970,243) | (3, 135, 164) | |
| Variation in payables to suppliers | (2,814,831) | 718,169 | |
| Variation in payables to parent/subsidiary/associated company | 63.344 | ||
| Variation in tax and social security liabilities | (3,814,231) | 2,847,928 | |
| Variation in other accounts payable | 6,754,167 | 7,630,644 | |
| Cash flow arising (used) from current assets and liabilities | (374, 962) | 2,544,982 | |
| Cash flow arising (used) from current activities | 2,137,377 | 4,992,997 | |
| Investment activities: | |||
| Variation in tangible assets | (441, 328) | (2,320,412) | |
| Variation in intangible assets | (775, 192) | 682,453 | |
| Variation in financial assets | 104,011 | (332,956) | |
| Cash flow arising (used) from investment activities | (1, 112, 509) | (1,970,915) | |
| Financial activities: | |||
| Changes in financial assets not held as fixed assets | 144,393 | (1,812,890) | |
| Dividends paid | (1,402,336) | ||
| Variation in other reserves | (11, 378) | (655, 504) | |
| Cash flow arising (used) from financial activities | (1,269,321) | (2,468,394) | |
| Increase (decrease) in cash | (244, 454) | 553,687 | |
| Banks and cash profits at start of year | 14,224,271 | 9,398,811 | |
| Banks and cash losses at start of year | (43,957,966) | (45,512,934) | |
| Banks and cash profits at end of period | 12,912,092 | 9,346,778 | |
| Banks and cash losses at end of period | (42,890,242) | (44,907,214) | |
| Increase (decrease) in liquidity | (244, 455) | 553,687 | |
This Half-year Financial Report as at 30 June 2015 was drafted in compliance with art. 154-ter of Legislative Decree 58/1998 and subsequent amendments, as well as the Issuer Regulation issued by Consob. This report was prepared in observance of the international accounting standards (IFRS) issued by the International Accounting Standards Board (IASB) and approved by the European Union and was drafted according to IAS 34 - Interim financial reporting.
The condensed half-year consolidated financial statements as at 30 June 2015 were drafted in accordance with art. 154-ter of Legislative Decree 58/98, as well as the relevant Consob provisions and according to the provisions of IAS 34 - Interim financial reporting. In particular, they were prepared in condensed form as at 30 June 2015 and do not show all the information and notes required for annual consolidated financial statements and must, therefore, be read together with the annual consolidated financial statements as at 31 December 2014, available on the website www.expriva.it.
The condensed half-year consolidated financial statements include the balance sheet, the income statement, the statement of comprehensive income, the statement of ĐhaŶges iŶ shaƌeholdeƌs' eƋuitLJ, the cash flow statement and these explanatory notes, in line with the requirements of IFRS; they include the position of Exprivia SpA, the Holding Company, as at 30 June 2015, and that of the companies Exprivia SpA holds control of in accordance with IFRS 10.
On 5 August 2015, the Board of Directors approved the condensed half-year consolidated financial statements and made these available to the public and to Consob, according to the methods and terms set forth in the applicable legislative and regulatory provisions.
The consolidation principles, accounting policies and valuation criteria are the same as those adopted to prepare the consolidated financial statements as at 31 December 2014, to which explicit reference should be made, with the exception of the information outlined in the next paragraph.
The valuation and measurement policies are based on the IFRS standards in effect as at 30 June 2015 and approved by the European Union.
The following accounting standards, amendments and interpretations apply as of 1 January 2015:
On 14 August 2014, the European Commission approved the interpretation lFRIC 21 Levies, which clarifies when to allocate a liability in the case of a levy imposed by the government, excluding income taxes.
On 18 December 2014, the European Commission approved the annual improvement relating to the 2011- 2013 cycle, which acknowledges the minor amendments to IFRS 3, IFRS 13 and IAS 40.
The adoptioŶ of these staŶdaƌds did Ŷot haǀe aŶLJ ŵateƌial iŵpaĐt oŶ the ǀaluatioŶ of the Gƌoup's assets, liabilities, costs and revenues.
The Group did not apply the early adoption of any standards, interpretations or amendments which were issued but still not in force.
As regards the financial statement layouts, the following should be noted:
balance sheet: the Group distinguishes between non-current assets and liabilities and current assets and liabilities;
income statement: the Group presents a classification of costs by nature;
statement of comprehensive income: includes not only the net income for the year, but the effects of changes in exchange rates and actuarial gains and losses that were booked directly to the change in shareholders' equity; these items were subdivided depending on whether or not they can then be reclassified to the income statement;
stateŵeŶt of ĐhaŶges iŶ shaƌeholdeƌs' eƋuitLJ: the Gƌoup iŶĐludes all ĐhaŶges iŶ shaƌeholdeƌs' eƋuity, including therein those deriving from transactions with shareholders (distribution of dividends and share capital increases);
cash flow statement: this was prepared on the basis of the indirect method of determining cash flows.
It should be pointed out that, for a better comparative disclosure, some comparative balances in the condensed half-year consolidated financial statements as at 30 June 2014 were reclassified, without, however, modifying the income statement result in the first half of 2014.
IŶ paƌtiĐulaƌ, the ďalaŶĐe as at ϯϬ JuŶe ϮϬϭϰ, pƌeseŶted foƌ Đoŵpaƌatiǀe puƌposes, of the iteŵ ͞ƌeǀeŶue fƌoŵ sales aŶd seƌǀiĐes͟, iŶĐludes the ǀalue of ͞ĐhaŶges iŶ ĐoŶtƌaĐt ǁoƌk iŶ pƌogƌess" ;Euro 587,872) which was reclassified to "change in inventories of finished products and work in progress" in the Half-year Financial Report published in 2014.
The ďalaŶĐe as at ϯϬ JuŶe ϮϬϭϰ, pƌeseŶted foƌ Đoŵpaƌatiǀe puƌposes, of the iteŵ ͞grants for operating expenses͟, is stated Ŷet of the pƌoǀisioŶ set aside to offset the risk of receiving a lower amount grants after administrative assessments (Euro -130,991) with respect to the amount published in the Half-year Financial Repoƌt puďlished as at ϯϬ JuŶe ϮϬϭϰ, iŶ ǁhiĐh the aŵouŶt ǁas Đlassified uŶdeƌ the iteŵ ͞pƌoǀisioŶs͟.
Lastly, it should be noted that the balance as at 30 June 2014 of "costs for capitalised internal projects͟ (Euro ϳϲϲ,ϯϭϱͿ ǁas Đlassified uŶdeƌ ͞otheƌ iŶĐoŵe͟ ǁith ƌespeĐt to the figuƌe puďlished iŶ the Half-year Financial Report as at 30 June 2014, in which the amount was classified under the item "change in inventories of finished products and work in progress".
With reference to the Cash Flow Statement, it should be noted that some comparative data were reclassified for the purposes of a better disclosure.
Preparation of the financial statements in accordance with applicable accounting standards required the use of estimates and assumptions based on historical experience and on other factors that are deemed reasonable with respect to the circumstances and knowledge available as at the date of the financial statements. Actual results may differ from these estimates. The estimates and assumptions are revised constantly. The effects of revised estimates are recognised in the income statement for the period in which the estimates are revised. The estimates mainly concern: amounts allocated to provisions for bad or doubtful debts, made according to the expected sale value of related assets; amounts allocated to provisions for risks, made according to the reasonable estimate of the amount of the potential liability, also with respect to any demands from the counterparty; amounts allocated for employee benefits, recognised according to actuarial valuations; amortisation/depreciation of tangible and intangible assets, recognised according to their remaining useful life and their recoverable value; income taxes, determined according to the best estimate of the rate expected for the entire financial year; development costs, initial capitalisation for which is based on the technical and financial feasibility of the project (future cash flow projections are made for each project).
It should also be noted that certain valuation processes, in particular the more complex ones such as the determination of any impairment of non-current assets, are generally only fully carried out at the time of drafting of the annual financial statement, when all the necessary information is available, except cases in which there are indicators of impairment which call for an immediate impairment assessment.
The Exprivia Group is exposed to the following financial risks:
Over the years Exprivia group has obtained various loans including several medium-long term at a fixed rate and others at a facilitated rate, the latter relating to funded research and development projects. Concerning variable rate loans, where considered necessary the Group stipulates interest rate swap agreements or cap agreements to hedge the risk of fluctuating interest rates.
Changes in interest rates during the financial year did not have a significant impact on the financial statements.
Exprivia group does not have significant concentrations of credit risk except for work carried out in the Public Administration sector, where delays are recorded mainly due to the payment policies adopted by public bodies. They often do not respect the conditions set forth in contracts but, nevertheless, they do not lead to the risk of bad debts.
The group also manages this risk by selecting counterparts considered to be solvent by the market and with high credit standing.
All amounts receivable are periodically assessed for each individual customer, and they are written down when they are considered impaired. Risk for the Group is mainly related to trade receivables.
Prudent management of liquidity risk is pursued by planning cash flows, financing needs and the liquidity of the Exprivia group to ensure effective management of financial resources by managing any surplus liquidity, and by opening credit lines where necessary, including short-term ones.
As a result of this management, while taking into account liquidity from loans and credit lines already in place and cash flows the Group is able to generate, risks related to liquidity (at least in the short term) are considered insignificant.
Since the majority of operations conducted by the Exprivia group is in the Euro area there is limited exposure to foreign exchange risk arising from transactions that are not in the usual currency (Euro). Opening up to markets characterised by major fluctuations (e.g., Brazil) might constitute a risk to be monitored, depending, however, on the volumes in place, which for the moment are not significant.
Fluctuating exchange rates during the financial year did not have a significant effect on the Group.
The table below provides a reconciliation between financial assets and liabilities included in the schedule for the Group balance sheet and classes of financial assets and liabilities provided by IFRS 7 (amounts in millions of euro):
| ASSETS 'FINANCIAL IN June 30, 2015 | Loans and receivables "amortized cost" |
Investments valued at cost | Derivatives "financial liabilities designated at FV through profit or loss" |
Securities available for sale "fair value level 2" |
Total |
|---|---|---|---|---|---|
| In thousands of Euro | |||||
| Non current assets | |||||
| financial assets | 1,711 | 1,711 | |||
| Investments in other companies | 893 | 893 | |||
| Total no current assets | 1,711 | 893 | $\bf{0}$ | $\bf{0}$ | 2,604 |
| Current assets | |||||
| Trade receivables | 76,763 | 76,763 | |||
| Other financial assets | 502 | 502 | |||
| Cash | 9,926 | 9,926 | |||
| Total Current assets | 86,689 | $\bf{0}$ | $\mathbf{0}$ | 502 | 87,191 |
| TOTAL | 88,400 | 893 | $\bf{0}$ | 502 | 89,795 |
| LIABILITIES 'FINANCIAL IN June 30, 2015 | Loans and borrowings "amortized cost" |
Investments held to maturity "amortized cost" |
Derivatives "financial liabilities designated at FV through profit or |
Securities available for sale "fair value level 2" |
Total |
|---|---|---|---|---|---|
| In thousands of Euro | |||||
| Non Current liabilities | |||||
| Bond | 3,793 | 3,793 | |||
| Due to banks | 6,236 | 6,236 | |||
| Other financial liabilities | 777 | 777 | |||
| Total Non Current liabilities | 10,806 | $\bf{0}$ | $\bf{0}$ | $\bf{0}$ | 10,806 |
| Current liabilities | |||||
| Trade payables and advances | 23,465 | 23,465 | |||
| Other financial liabilities | 4,418 | 20 | 4,438 | ||
| Due to banks | 31,203 | 31,203 | |||
| Bond | 1,159 | 1,159 | |||
| Total Current liabilities | 60,245 | $\bf{0}$ | $\bf{0}$ | 20 | 60,265 |
| TOTAL | 71,051 | $\bf{0}$ | $\bf{0}$ | 20 | 71,071 |
The financial instruments outlined above were valued at book value as that is considered to be nearest to the fair value.
Concerning financial instruments carried in the balance sheet at fair value, IFRS 7 requires that these values be classified according to a hierarchy reflecting the significance of input used in determining fair value. There are three levels as follows:
The consolidated financial statements as at 30 June 2015 include the equity, economic and financial situations of the Holding Company Exprivia S.p.A. and subsidiaries, and did not undergo any changes with respect to 31 December 2014.
The table below shows the companies under consolidation; the investments shown below are all held directly by the Holding Company Exprivia apart from the companies ProSap SA de CV, ProSap Centroamerica SA, ProSap Perù Sac, ProSap Holding Inc and ProSap Consulting LLC (incorporated in 2014), which are held indirectly:
| Company | Area |
|---|---|
| Consorzio Exprivia | Other |
| Exprivia Asia Ltd | International Area |
| Exprivia IT Solutions (Shanghai) Co Ltd | International Area |
| Exprivia Projects Srl | Utilities |
| Exprivia Do Brasil | International Area |
| Exprivia SL | International Area |
| Exprivia Healthcare IT Srl | Healthcare/ Public Administrations |
| Exprivia Telco & Media Srl | Telco & Media |
| ProSap Group | International Area |
| ProSap SA de CV (Messico) | International Area |
| ProSAP Perù SAC | International Area |
| ProSAP Centroamerica S.A (Guatemala) | International Area |
| ProSap Holding Inc. | International Area |
| ProSap Consulting LLC | International Area |
| Exprivia Enterprise Consulting Srl | Industry & Aerospace |
| Exprivia Digital Financial Solutions Srl | Banks and Finance |
| Spegea Scarl | Other |
The table below provides a summary of the main data on the aforementioned subsidiaries consolidated using the line-by-line method.
| Company | H.O. | Company capital |
Results for period |
Net worth Total revenues Total Assets | % of holding | ||
|---|---|---|---|---|---|---|---|
| Consorzio Exprivia S.c.a.r.l | Milano | 20,000 | (2, 261) | 17,739 | 18,781 | 100.00% | |
| Expriva SL | Madrid (Spagna) | 8,250 | 216,884 | 1,864,877 | 1,071,396 | 3,887,831 | 100.00% |
| Gruppo Exprivia Asia | Hong Kong/Shangai | 55,951 | 2,887 | 57,331 | 556,021 | 534,928 | 100.00% |
| Exprivia Enterprise Consulting Srl | Milano | 1,500,000 | (152, 105) | 1,373,731 | 4,600,671 | 8,262,010 | 100.00% |
| Exprivia Healthcare IT Srl | Trento | 1,982,190 | (230, 517) | 10,018,469 | 11,375,527 | 33,202,222 | 100.00% |
| Exprivia Do Brasil Servicos Ltda | Rio de Janeiro (Brasile) | 1,697,646 | 29,347 | 1,641,529 | 748,143 | 2,061,316 | 52.22% |
| Exprivia Projects Srl | Roma | 242,000 | 455,526 | 620,321 | 4,780,979 | 3,619,565 | 100.00% |
| Exprivia Telco & Media Srl | Milano | 1,200,000 | 114,341 | 945,618 | 9,528,485 | 12,880,697 | 100.00% |
| Gruppo ProSap | Madrid (Spagna)/Città del Messico/Città del Guatemala/ Perù/Delaware/New York |
197,904 | (440, 704) | (366, 150) | 3,437,628 | 5,716,517 | 51.12% |
| Exprivia Digital Financial Solution Srl | Milano | 1,586,919 | 1,381,965 | 11,737,824 | 12,720,359 | 24,238,467 | 100.00% |
| Spegea Sc a rl | Bari | 125,000 | (18, 284) | 250,955 | 1,004,363 | 2,559,077 | 60.00% |
The primary exchange rates used for conversion into euro of the financial statements of foreign companies for 30 June 2015 were as follows:
| Exchange rate | EUR/GTQ EURO/MXN | EURO/PEN EURO/USA | EURO/BRL EURO/HKD | EURO/CNY | |||
|---|---|---|---|---|---|---|---|
| 30/06/2015 | 8.53326 | 17.5332 | 3.5533 | 1.1189 | 3.4699 | 8.6740 | 6.9366 |
| Semestral average 2015 | 8,54480 | 16.8861 | 3.4584 | 1.1158 | 3.3076 | 8.6521 | 6.9411 |
Transactions in foreign currency are initially converted into the reporting currency at the exchange rate applicable on the date of the transaction. At the end of the period in question the monetary assets and liabilities in foreign currency are converted into the reporting currency at the exchange rate applicable on the closing date. Exchange differences are recognised in the Income Statement. Non-monetary assets and liabilities in foreign currency, valued at cost, are converted at the exchange rate applicable at the date of the transaction, whereas those measured at fair value are converted at the exchange rate applicable on the date the measurement is made.
Some internal organisational changes took place within the Group in 2015, consequently, the segment reporting shown below was modified to reflect this organisational change. In particular, the activities relating to the Defence and Aerospace market sector were removed from the business area previously ideŶtified as ͞IŶdustƌLJ aŶd AeƌospaĐe͟ aŶd iŶĐoƌpoƌated iŶ the PuďliĐ AdŵiŶistƌatioŶ ďusiŶess aƌea.
In accordance with the qualitative and quantitative factors provided by IFRS 8, the Group identified the following operating segments:
o Industry
o Oil & Gas
Transfer prices applied to transactions between segments for trading goods and providing services are regulated according to standard market conditions.
The results of the operating segments of the Exprivia Group for the first half of 2015 and first half of 2014 are shown below, in line with the evidence of the Group's management control system:
| EBITDA/RICAVI | |||||||
|---|---|---|---|---|---|---|---|
| Exprivia Group (value in $K \in \mathcal{E}$ ) | 30.06.2015 30.06.2014 Variations Variations % 30.06.2015 30.06.2014 | Variations | |||||
| Banks and Financial Istitutions | 2,312 | 1,745 | 567 | 33% | 18.7% | 14.7% | 3.92% |
| Utilities | 1,666 | 242 | 1,423 | 587% | 13.4% | 1.6% | 11.81% |
| Industry and Aerospace | 142 | $-179$ | 321 | $-179%$ | 2.5% | $-3.1%$ | 5.69% |
| Energy | 1,086 | 345 | 740 | 215% | 13.9% | 5.1% | 8.89% |
| Telcom and Media | 297 | 164 | 133 | 81% | 3.2% | 3.8% | $-0.58%$ |
| Health and Healthcare | 1,153 | 1,652 | $-498$ | $-30%$ | 10.5% | 14.1% | $-3.56%$ |
| Public Administration | 155 | 400 | $-245$ | $-61%$ | 2.8% | 9.5% | $-6.66%$ |
| International Business | 98 | 88 | 9 | 11% | 1.7% | 1.6% | 0.08% |
| Other | $-12$ | 79 | $-91$ | $-115%$ | $-1.3%$ | 9.9% | $-11.18%$ |
| Total | 6,897 | 4,537 | 2,361 | 52.03% | 9.79% | 6.91% | 2.88% |
With reference to revenues per operating segment, please refer to the comments in note 26, while for information relating to contract work in progress refer to note 9.
All the figures reported in the tables below are in Euro, unless expressly indicated.
The item ͞property, plant and machinery͟ amounted to Euro 14,181,814 compared to Euro 14,703,101 at 31 December 2014.
| Categories | Historical cost 01/01/15 |
Inc. | Dec. | 30/06/15 | Historical cost at Reserve prov. at 01/01/15 |
Provision for period |
Dec. | Cum. prov. 30/06/15 |
Net value at 30/06/15 |
|---|---|---|---|---|---|---|---|---|---|
| Land | 540.754 | $\sim$ | $\sim$ | 540.754 | ÷ | $\sim$ | $\sim$ | 540,754 | |
| Buildings | 13,311,860 | 157,564 | $\sim$ | 13,469,424 | (2,586,003) | (216, 242) | (643) | (2,802,888) | 10,666,538 |
| Others | 18,178,636 | 307,438 | (107, 347) | 18,378,727 | (14, 742, 148) | (746, 373) | 84,317 | (15, 404, 204) | 2,974,523 |
| TOTAL | 32,031,250 | 465,003 | (107, 347) | 32,388,905 | (17, 328, 151) | (962, 615) | 83,674 | (18, 207, 092) | 14, 181, 814 |
The increase in the item ͟ďuildiŶgs͟, of Euro 157,564, is related to the residual investment for the construction of the Molfetta building in Via Giovanni Agnelli.
The increase in the item ͞others͟, equal to Euro 307,438, is mainly due to the purchases of electronic office equipment (Euro 109,251), furniture and furnishings (Euro 34,242) and leased assets (Euro 150,169).
The net book value of leased assets came to Euro 807,513 and relates to electronic office equipment (Euro 234,662), furniture and furnishings (Euro 543,683), vehicles (Euro 24,032) and telephone systems (Euro 5,136). It should also be noted that minimum future payments within one year amount to Euro 307,928, while those due in one to five years amount to Euro 199,522.
The iteŵ ͞goodǁill aŶd otheƌ assets ǁith aŶ iŶdefiŶite life͟ amounted to Euro 67,192,593 as at 30 June 2015 compared to Euro 67,263,482 as at 31 December 2014.
| Descriptions | 01/01/2015 | Decrem. Value at 30/06/2015 | |
|---|---|---|---|
| GOODWILL | 67,263,482 | (70, 889) | 67,192,593 |
| TOTAL | 67,263,482 | (70, 889) | 67,192,593 |
Goodwill was generated in the business combinations made in previous financial years as a result of the Group's growth from acquiring companies operating in the same market.
The table below shows the CGUs to which the goodwill was allocated:
| Allocation CGU | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Value at 30/06/2015 |
Oil & Gas | Utilities | Defence, Aerospace and Public Administration |
Industry | Banks, Finance and Insurance |
Healthcare | Energy | Prosap | Exprivia do Brasil |
||||
| DIFFERENCE MERGER ETA BETA | 3,040,710 | 3,040,710 | |||||||||||
| DIFFERENCE MERGER AIS MEDICAL | 3,913,776 | 3,913,776 | |||||||||||
| GOODWILL BRANCH AURORA | 1.406.955 | 1,406.955 | |||||||||||
| GOODWILL EX WELNETWORK | 3.571.424 | 3,571,424 | |||||||||||
| GOODWIL BRANCH ODX EX EPRIVIA SOLUTIONS | 73,605 | 73,605 | |||||||||||
| GOODWILL BRANCH AIS PS | 1.767.655 | 246.332 € | 517.491 € | 118,585 | 339,858 € | 545,389 | |||||||
| GOODWILL AND MERGER Abaco Information Services Srl and Aisoftware SpA | 15.058.971 | 2.098.549 | 4.408.597 € | 1,010,250 | 2.895.312 | 4.646.264 | |||||||
| GOODWILL BRANCH KSTONES | 517,714 | 72,146 € | 151,564 € | $34,731$ € | 99,539 | 159,734 | |||||||
| CONSOLIDATED GOODWILL EHIT (EX GST SRL) | 304,577 | 304.577 | |||||||||||
| CONSOLIDATED GOODWILL EHIT (EX SVIMSERVICE SpA) | 22.309.288 | € | 22,309,288 | ||||||||||
| CONSOLIDATED GOODWILL EEC (EX WEL.NETWORK SpA) | 7,970,984 | € | 7,970,984 | ||||||||||
| CONSOLIDATED GOODWILL EEC (EX DATILOG SRL) | 89,600 | € | 89,600 | ||||||||||
| CONSOLIDATED GOODWILL PROSAP | 694,309 | £ | 694,309 | ||||||||||
| CONSOLIDATED GOODWILL EEC (EX REALTECH) | 740,380 | 133,268 € | 177,691 € | $\sim$ | $\epsilon$ | 370,190 € | 37.019 $\epsilon$ | 22.211 | |||||
| CONSOLIDATED GOODWILL EDFS (EX SISPA) | 3.251.885 | 3,251,885 | |||||||||||
| CONSOLIDATED GOODWILL EXPRIVIA DO BRASIL | 338,668 | 338,668 | |||||||||||
| CONSOLIDATED GOODWILL EXPRIVIA EX EXPRIVIA SOLUTIONS | 807,592 | 807,592 | |||||||||||
| CONSOLIDATED GOODWILL EXPRIVIA EX EXPRIVIA PROJECTS | 1,334,500 | 1,334,500 | |||||||||||
| 67.192.593 € 14.092.703 € | 5,255,343 € | 2.044.763 € | 3.794.498 € | 11,681,001 € | 27,956,807 | 1.334.500 | 694.309 € | 338,668 |
The CGUs were unchanged with respect to 31 December 2014 as they already reflected the restructuring of the Group carried out in 2015; only the names Oil&Gas (previously Energy) and Energy & Utilities (previously Utilities) were modified.
The item Other intangible assets amounted to Euro 4,671,568 at 30 June 2015 (net of amortisation) compared to Euro 5,003,977 at 31 December 2014.
| Categories | Historic cost 01/01/15 |
Increases at 30/06/15 |
30/06/15 | cost at 30/06/15 |
at $01/01/15$ | Dec. al Total historic Deprec. fund Deprec. quota for period |
Cumulated deprec. 30/05/15 |
Net value at 30/06/15 |
|---|---|---|---|---|---|---|---|---|
| Cost of plant and extension | 6,877,210 | 176,762 | (38) | 7,053,934 | (5,525,924) | (397, 197) | (5,923,121) | 1,130,815 |
| Costs for capitalized internal | 11,348,500 | 1,481,391 | (53, 334) | 12,776,557 | (8,472,436) | (763, 369) | (9.235.805) | 3,540,753 |
| Construction in progress and Advances |
776.627 | ×. | (776, 627) | 17 | ÷ | ۰. | ÷ | ÷. |
| TOTAL | 19,002,337 | 1,658,153 | (829, 999) | 19,830,491 | (13,998,360) | (1, 160, 567) | (15, 158, 926) | 4,671,568 |
The table below provides a summary of the item.
The increase in the item "costs for capitalised internal projects" is mainly due to the development of software applications in the segments banks, finance and insurance and healthcare.
It should be noted that the item "work in progress" was reclassified under the item "costs for capitalised internal projects" as a result of the entry into production of the relative projects.
As at 30 June 2015 "investments" amounted to Euro 893,352 and is the same as at 31 December 2014.
The composition of equity investments is described below.
The Group also holds a 32.80% share in Fallimento Mindmotion Srl (in liquidation), whose book value was brought to zero.
The balance of the item "investments in other companies" at 30 June 2015 amounted to Euro 893,352 and it did not change from 31 December 2014.
The table below provides details on the items:
| Description | 30/06/2015 | 31/12/2014 | Variation |
|---|---|---|---|
| Ultimo Miglio Sanitario | 2,500 | 2,500 | |
| Certia | 516 | 516 | |
| Conai | 9 | 9 | |
| Finapi | 775 | 775 | |
| Cered Software | 104 | 104 | |
| Società Consortile Piano del Cavaliere | 516 | 516 | |
| Consorzio Pugliatech | 2,000 | 2,000 | |
| Iqs New Srl | 1,291 | 1,291 | |
| Consorzio Conca Barese | 2,000 | 2,000 | |
| Software Engineering Research | 12,000 | 12,000 | |
| Advanced Computer Systems | 740,816 | 740,816 | |
| Consorzio Biogene | 3,000 | 3,000 | |
| Consorzio DARe | 1,000 | 1,000 | |
| Consorzio DHITECH | 17,000 | 17,000 | |
| H.BIO Puglia | 12,000 | 12,000 | |
| Consorizio Italy Care | 10,000 | 10,000 | |
| Consorzio DITNE | 5,564 | 5,564 | |
| Consorzio Daisy-Net Partecipation | 13,939 | 13,939 | |
| Cattolica Popolare Soc. Cooperativa | 23,491 | 23,491 | |
| Banca di Credito Cooperativo | 2,461 | 2,461 | |
| Partecipazione Consorzio SILAB-Daisy | 1,837 | 1,837 | |
| ENFAPI CONFIND Partecipation | 1,033 | 1,033 | |
| Partecipazione Consorzio GLOCAL ENABLER | 2,000 | 2,000 | |
| Consorzio Heath Innovation HUB | 3,000 | 3,000 | |
| Cefriel Scarl | 33,000 | 33,000 | |
| Consorzio Semantic Valley | 1,500 | 1,500 | |
| TOTAL | 893,352 | 893,352 |
At 30 June 2015 the item ͞otheƌ ƌeĐeiǀaďles͟ amounted to Euro 1,711,436 compared to Euro 1,714,748 at 31 December 2014. The change is shown in the table below.
| Description | 30/06/2015 | 31/12/2014 | Variation | |
|---|---|---|---|---|
| Long term deposit | 218,640 | 229,646 | (11,006) | |
| Financial recivables | $\overline{\phantom{a}}$ | 228 | (228) | |
| Tax credits | 1,492,796 | 1,484,874 | 7,922 | |
| TOTAL | 1,711,436 | 1,714,748 | (3, 312) |
The amounts required for application for the refund relating to the deductibility of the IRAP tax calculated on staff costs, which generated a recovery of IRES tax, are recorded in the item "tax receivables". Similarly to previous years, the refunds for the years 2009 to 2011 are recognised in the item, while those relating to 2007 and 2008 are included in the item "current tax receivables".
The item "prepaid taxes" amounted to Euro 1,987,274 compared to Euro 2,087,973 as at 31 December 2014, and refers to taxes on temporary changes that are deductible or that will be future tax benefits. Prepaid taxes are stated in the financial statements if there is reasonable certainty they will be recovered, and are measured on the basis of the ability to generate taxable income in future years.
The table below provides details on this item:
| Description | 30/06/2015 | 31/12/2014 | |||
|---|---|---|---|---|---|
| Amount temporary differences |
Tax effect | Amount temporary differences |
Tax effect | ||
| Goodwill | 1,114,977 | 360,081 | 1,212,572 | 375,027 | |
| Fair value of derivative | 6,978 | 1,919 | 20,190 | 5,552 | |
| Allowance for doubtful accounts | 1,313,922 | 361,329 | 1,290,941 | 355,019 | |
| Fund risks | 1,811,731 | 569,493 | 2,081,709 | 625,479 | |
| Tax losses | 2,370,459 | 660,662 | 2,429,087 | 673,575 | |
| Adjustments for IFRS | 122,874 | 33,790 | 183,899 | 53,322 | |
| TOTAL | 6,740,940 | 1,987,274 | 7,218,398 | 2,087,973 |
At 30 June 2015 the item "trade receivables" amounted to Euro 58,960,409 (net of the bad debts provision) compared to Euro 62,325,125 at 31 December 2014.
The following table provides details on the item as well as a comparison with 31 December 2014.
$\left(69\right)$
| Description | 30/06/2015 | 31/12/2014 | Variation |
|---|---|---|---|
| To Italian customers | 44,259,734 | 46,432,806 | (2, 173, 072) |
| To foreign customers | 8,493,922 | 8,363,303 | 130,619 |
| To public bodies | 9,789,851 | 11,091,487 | (1,301,636) |
| S-total receivables to customers | 62,543,507 | 65,887,597 | (3,344,089) |
| Less: provision for bad debts | (3,583,098) | (3, 562, 472) | (20, 627) |
| Total receivables to customers | 58,960,409 | 62,325,125 | (3,364,716) |
Trade receivables, including the write-down provision, can be broken down as follows:
| Details | 30/06/2015 | 31/12/2014 | Variation | |
|---|---|---|---|---|
| To third parties | 52,262,980 | 56,492,357 | (4,229,377) | |
| Invoices for issue to third parties | 10,280,527 | 9,395,240 | 885,288 | |
| TOTAL | 62,543,507 | 65,887,597 | (3,344,089) |
The value of invoices to be issued reflects the particular type of business in which group companies operate so, although many contracts can be invoiced on a monthly basis, others must follow an authorisation process which does not necessarily end in the month of reference. The amount shown in the financial statements is the amount that had been accrued up until the close of the period and which will be invoiced in the following months.
As at 30 June 2015, ͞ƌeĐeiǀaďles fƌoŵ assoĐiates͟, amounted to Euro 163,333, compared to Euro 219,150 as at 31 December 2014, and pertain to receivables due from the company Fallimento Mindmotion Srl (in liquidation).
As at 30 June 2015, the balance of ͞ƌeĐeiǀaďles fƌoŵ paƌeŶt ĐoŵpaŶies͟ amounted to Euro 1,284,528, compared to Euro 1,302,438 as at 31 December 2014, and relates to amounts receivable by the Holding Company owed by the parent company Abaco Innovazione SpA. Some of the receivables (Euro 1,019,791) are of the interest-bearing financial type.
At 30 June 2015 the item ͞otheƌ ƌeĐeiǀaďles͟ amounted to Euro 13,852,727 compared to Euro 12,246,976 at 31 December 2014.
The table below shows movements that occurred.
| Description | 30/06/2015 | 31/12/2014 | Variation |
|---|---|---|---|
| Receivables for contrib. | 6,875,983 | 5,954,194 | 921,789 |
| Receivables to s/holders for holdings/spin-offs | 19,109 | 19,109 | |
| Advances to suppliers for services | 227,241 | 282,693 | (55, 451) |
| Sundry credits | 323,502 | 191,213 | 132,288 |
| Receivables to factoring | 866,261 | 729,285 | 136,976 |
| Receivables to welfare institutes/INAIL | 390,176 | 585,675 | (195, 498) |
| Receivables to employees | 99,101 | 83,625 | 15,477 |
| Guaranteed securities | 52,421 | 81,378 | (28, 957) |
| Costs in future years expertise | 4,998,932 | 4,319,805 | 679,127 |
| TOTAL | 13,852,727 | 12,246,976 | 1,605,751 |
The amounts receivable in relation to "government grants" refer to grants accrued and/or accounted for to date in relation to costs incurred. These entries will be brought to zero when the balance of the grants is collected following the final assessments made by the respective Ministries and Local Bodies. The receivables are carried net of the risk provision for any minor grants that might not be received.
In the first half of 2015, the method for determining an estimate of these provisions for risks was reviewed on the basis of the historical information available. The variation determined, in the first half of 2015, a benefit in the income statement, recorded under the item "grants" for around Euro 350 thousand.
The item "expenses pertaining to future financial years" for Euro 4,998,032 mainly refers to maintenance costs for future reporting periods.
As at 30 June 2015 the item "tax receivables" amounted to Euro 2,502,433, compared to Euro 2,137,941 as at 31 December 2014. The table below provides a breakdown.
| Description | 30/06/2015 | 31/12/2014 | Variation |
|---|---|---|---|
| Receivables to tax a/c - IRES | 431,167 | 369,940 | 61,228 |
| Receivables to tax a/c - IRAP | 4,965 | 2,085 | 2,880 |
| Tax authority w/holding taxes on interest income | 1,382 | 958 | 424 |
| Tax authority deductions on foreign payments | 248,385 | 197,948 | 50,437 |
| Credits to tax authority for VAT | 240,341 | 168,076 | 72,265 |
| Credits with tax authority | 1,538,023 | 1,360,765 | 177,258 |
| Other receivables | 38,170 | 38,170 | |
| TOTAL | 2,502,433 | 2,137,941 | 364,492 |
The amounts required for application for the refund relating to the deductibility of the IRAP tax calculated on staff costs, which generated a recovery of IRES tax, are included in the item "tax receivables". The item shows the refunds for the years 2007 and 2008.
͞IŶǀeŶtoƌies͟ amounted to Euro 141,744 at 30 June 2015 compared to Euro 143,126 as at 31 December 2014 and refer to software and hardware purchased and destined to be resold in future periods.
͞Woƌk iŶ pƌogƌess ĐoŶtƌaĐts͟ amounted to Euro 13,004,373 at 30 June 2015 compared to Euro 11,426,026 as at 31 December 2014 and refers to the percentage of completion of contracts in progress pertaining to the reporting period.
The table below shows the work in progress by business segment.
| Business Areas | 30/06/2015 | 31/12/2014 | Variation |
|---|---|---|---|
| Bank, Finance and Insurance | 280,965 | 200,658 | 80,307 |
| Industry | 712,751 | 868,213 | (155, 462) |
| Oil & Gas | 1,185,193 | 715,150 | 470,043 |
| Heatlhcare | 4,580,446 | 5,174,655 | (594,209) |
| Energy & Utilities | 2,447,786 | 1,912,907 | 534,879 |
| Defence, Aerospace and Public Administration | 1,905,276 | 1,320,981 | 584,295 |
| International aerea | 662,178 | 617,151 | 45,027 |
| Other | 1,229,778 | 616,311 | 613,467 |
| TOTALI | 13,004,373 | 11,426,026 | 1,578,347 |
The iteŵ ͞cash at bank and on hand͟ aŵouŶted to Euƌo ϵ,ϵϮϱ,ϲϯϯ at ϯϬ JuŶe ϮϬϭϱ Đoŵpaƌed to Euƌo 12,108,599 at 31 December 2014 and refers to Euro 9,882,060 held at banks and Euro 43,573 in cheques and cash in hand. The bank balance includes secured deposits for guarantees (Euro 454 thousand) given to three banks and Euro 260,000 for a bond loan issued by Exprivia Healthcare IT Srl.
The item ͞otheƌ fiŶaŶĐial assets͟ amounted to Euro 501,561 at 30 June 2015 compared to Euro 349,740 as at 31 December 2014. The latter balance included the financial instruments issued by Banca Popolare di Bari, more specifically: (i) 23,394 new securities issued by the same bank for Euro 8.95 each, of which Euro ϯ.ϵϱ as a shaƌe pƌeŵiuŵ, foƌ a total of Euƌo ϮϬϵ,ϯϳϲ.ϯϬ aŶd ;iiͿ Ϯϯ,ϯϵϰ ďoŶds ͞BaŶĐa Popolaƌe di Baƌi ϲ.ϱϬ% ϮϬϭϰ/ϮϬϮϭ suďoƌdiŶate Tieƌ II͟ for Euro 6.00 each, amounting to Euro 140,364.00.
In June 2015, Exprivia participated in the subscription of the second share capital increase of Banca Popolare di Bari; more specifically, it subscribed: (i) 10,033 new securities issued by the same bank for Euro 8.95 each, of which Euro 3.95 as a share premium, for a total investment of Euro 89,795.35 and (ii) 10,033 ďoŶds ͞BaŶĐa Popolaƌe di Baƌi ϲ.ϱϬ% ϮϬϭϰ/ϮϬϮϭ suďoƌdiŶate Tieƌ II͟ foƌ Euƌo ϲ eaĐh, aŵouŶtiŶg to a total investment of Euro 62,025.44.
These financial instruments were booked at fair value (level 2).
͞"haƌe Capital͟, fully paid up, amounted to Euro 25,945,425 compared to Euro 26,410,269 at 31 December 2014 and is represented by 51,883,958 ordinary shares at a nominal value of Euro 0.52 each, including 1,988,909 own shares held at 30 June 2015 amounting to Euro 1,034,233.
At 30 June 2015 the ͞shaƌe pƌeŵiuŵ ƌeseƌǀe͟ amounted to Euro 18,081,738 and is the same as 31 December 2014.
As at ϯϬ JuŶe ϮϬϭϱ the ͞revaluation reserve͟ aŵouŶted to Euƌo Ϯ,ϵϬϳ,ϭϯϴ aŶd is the saŵe as at ϯϭ December 2014.
The ͞legal ƌeseƌǀe͟ amounted to Euro 3,709,496, which rose by Euro 147,826 compared to 31 December ϮϬϭϰ afteƌ the alloĐatioŶ of Edžpƌiǀia "pA pƌofit fƌoŵ the pƌeǀious LJeaƌ, as ƌesolǀed ďLJ the shaƌeholdeƌs' meeting of 23 April 2015.
The balance of the item ͞otheƌ ƌeseƌǀes͟ amounted to Euro 18,204,729 at 30 June 2015 compared to Euro 16,983,866 at 31 December 2014 and pertains to:
o Euro 3,846,124 to the ͞Puglia Digitale PƌojeĐt Reseƌǀe͟ created in connection with the investment programme called "Puglia Digitale Project" as resolved by the Exprivia shareholders' meeting on 18 April 2013, which remained unchanged with respect to 31 December 2014;
$\circ$ Euro 105.659 "other reserves". The movements in the first half of 2015 related:
In the first half of 2015, the reserve recorded a decrease, booked to the statement of comprehensive income for Euro - 80,011, going from Euro -270,895 to Euro -350,906.
The reserve for profit/loss related to previous periods at 30 June 2015 came to Euro 2,095,639 compared to Euro 2,014,991 at 31 December 2014.
As at 30 June 2015 the balance amounted to Euro 3,793,156 compared to Euro 4,272,794 at 31 December 2014 and relates to the non-current amount of the bond issue (minibond) entitled "EHIT SRL fixed rate 5.20% 2014-2018", issued by Exprivia Healthcare It Srl for a total of Euro 5 million, subscribed by the fund Anthilia Bond Impresa Territorio (Anthilia BIT) for 90% and by Banca Popolare di Bari for the remaining 10%, listed in the multilateral trading system managed by Borsa Italiana, ExtraMOT-Pro segment, reserved for professional investors. The minibond has a duration of 4 years, with a fixed yield of 5.2% and amortising repayment. Further information can be found in the admission document on the company website in the section Investor Relations.
| Description | 30/06/2015 | 31/12/2014 | Variation |
|---|---|---|---|
| Bonds | 3,793,156 | 4,272,794 | (479, 638) |
| TOTAL | 3,793,156 | 4,272,794 | (479, 638) |
At 30 June 2015 "non-current payables to banks" amounted to Euro 6,235,883 compared to Euro 7,265,127 at 31 December 2014, and pertains to medium-term borrowing from major credit and financial institutions and to low-interest loans for specific investment programmes.
The table below provides details on the items and breaks down the non-current portion (Euro 6,235,883) and the current portion (Euro 9,691,149) of the payable.
$\binom{74}{}$
| Financial Institute | Typology | Contract amount |
Amount paid 30.06.2015 |
Date contract |
Expiration date |
Repayment installment |
Rate applied | Residual capital 30.06.2015 |
To be repaid within 12 months |
To be repaid over 12 months |
|---|---|---|---|---|---|---|---|---|---|---|
| Banca Nazionale del Lavoro |
Financing | 18,000,000 | 18,000,000 | 30/11/07 | 30/11/15 | semi-annual | 6-month Euribor + 1.7% |
1,285,705 | 1,285,705 | |
| Ministero dello Sviluppo Economico |
Financing | 2,151,000 | 2,151,000 | 27/12/09 | 27/02/19 | annual | 0.870% | 1,145,006 | 225,051 | 919,955 |
| Monte dei Paschi di Siena |
Financing | 5,000,000 | 5,000,000 | 04/05/10 | 10/05/17 | montly | 3-month Euribor + 2.5% |
1,617,161 | 833,609 | 783,552 |
| Banco Napoli | Financing | 2,000,000 | 2,000,000 | 20/05/11 | 20/05/16 | montly | 1-month Euribor + 3.70% |
397,674 | 397,674 | |
| Intesa San Paolo | Financing | 1,000,000 | 1,000,000 | 17/06/15 | 17/06/16 | montly | 1-month Euribor + 2.00% |
1,000,000 | 1.000.000 | |
| IBM Italia Servizi Finanziari |
Financing | 306,856 | 306,856 | 01/05/12 | 01/02/17 | quarterly | 9.660% | 120,970 | 66,728 | 54,242 |
| ICCREA Banca Impresa | Financing | 1,020,000 | 1,020,000 | 18/07/13 | 30/09/18 | quarterly | 3-month Euribor + 3.80% |
686,124 | 201,628 | 484,496 |
| ICCREA Banca Impresa | Financing | 2,500,000 | 2,500,000 | 14/07/14 | 31/12/15 | montly | 3-month Euribor + 3.80% |
898,872 | 898,872 | |
| Simest | Financing | 1,955,000 | 586,500 | 26/07/13 | 19/04/20 | semi-annual | 0.500% | 586,500 | 117,300 | 469,200 |
| Banca del Mezzogiorno | Financing | 3,000,000 | 3,000,000 | 04/06/14 | 31/03/24 | quarterly | 3-month Euribor + 4.80% |
2,752,787 | 258,839 | 2,493,948 |
| Banca Carime | Financing | 2,000,000 | 2,000,000 | 07/11/14 | 07/05/16 | montly | 1-month Euribor + 3.80% |
1,235,875 | 1,235,875 | |
| Banca Popolare di Milano |
Financing | 2,000,000 | 2,000,000 | 04/06/15 | 31/12/15 | montly | 3-month Euribor + 2.95% |
2,000,000 | 2,000,000 | |
| Deutsche | Financing | 1,000,000 | 1,000,000 | 07/08/14 | 04/02/16 | montly | -month Euribor + 2.20% |
444,444 | 444,444 | |
| Banca Popolare Pugliese |
Financing | 500,000 | 500,000 | 28/11/14 | 28/11/15 | montly | 6-month Euribor + 4.75% |
211,321 | 211,321 | |
| Ubi banca | Financing | 2,025,228 | 2,025,228 | 28/12/04 | 05/08/16 | annual | 0.790% | 511,650 | 254,819 | 256,832 |
| Banca Popolare di Bari | Financing | 500,000 | 500,000 | 04/12/14 | 31/03/20 | quarterly | 3-month Euribor + 2.20% |
452,649 | 96,248 | 356,401 |
| Banco Popular | Financing | 100,000 | 100,000 | 25/04/12 | 10/05/19 | montly | 6-month Euribor $+1.7%$ |
60,166 | 13,188 | 46,978 |
| Banco Popular | Financing | 300,000 | 300,000 | 25/02/15 | 25/02/20 | montly | 6-month Euribor + $1.2%$ |
82,032 | 49,127 | 32,905 |
| Banco Popular | Financing | 60,000 | 60,000 | 09/09/14 | 20/10/17 | montly | 3-month Euribor + $1.5%$ |
223,233 | 14,527 | 208,706 |
| Banco de Santander | Financing | 120,000 | 120,000 | 08/07/14 | 20/07/17 | montly | 3.527% | 83,333 | 20,000 | 63,333 |
| Banco de Santander | Financing | 150,000 | 150,000 | 13/04/15 | 13/07/15 | montly | 6.050% | 50,000 | 50,000 | |
| Banco Popular | Financing | 100,000 | 100,000 | 20/10/14 | 20/11/17 | montly | 4.218% | 81,532 | 16,195 | 65,337 |
| Total | 15,927,033 | 9,691,149 | 6,235,883 |
On 8 May 2008 Exprivia stipulated a medium-term loan for up to a total of Euro 20,500,000.00 (twenty million five hundred thousand/00) with a pool of banks consisting of BNL (lead bank and lead arranger), Centrobanca-Banca di Credito Finanziario e Mobiliare S.p.A., Unicredit Corporate Banking S.p.A. and Banca Antonveneta S.p.A..
In particular, under the medium-term loan agreement the lenders granted the following medium-term credit lines to Exprivia:
The medium-term loan was backed by the following collateral securities:
The following financial parameters are to be respected under the medium-term loan agreement for its entire duration, as amended on 30 January 2014 in accordance with agreements reached with the pool of banks with BNL as the leading bank:
| Date of Reference |
Net Borrowing/EBITDA not more than |
Net Borrowing/Net equity not more than |
Free Cash Flow/Debt Servicing not less than |
Overall Investments not more than |
|---|---|---|---|---|
| 30.06.2015 | 2.3 | 0.56 | 1.0 | 6,400 |
These financial parameters will be measured on a consolidated basis by 30 September 2015 and will refer to the 12 months preceding 30 June 2015, using standard calculation criteria agreed by the parties.
The fiŶaŶĐial paƌaŵeteƌ ͞oǀeƌall iŶǀestŵeŶts͟ does Ŷot take iŶto aĐĐouŶt iŶǀestments for acquiring interests not subject to authorisation, or those that received specific written authorisation from the banks.
As at 30 June 2015, the financial parameters recorded on the basis of accounting data were respected.
A loan resolved and fully paid for Euro 2,151,000 as at 30 March 2015; it was targeted at financing a research and development project under Law 46/82 F.I.T. art. 14 Circular no. 1034240 of 11 May 2001. It expires on 27 December 2019 and bears a below-market fixed rate of interest (0.87% yearly).
This loan was granted under decree n. POR 05 of 27.12.2006 by the Ministry of Economic Development.
At 30 June 2015 the remaining debt amounted to Euro 1,145,006, Euro 225,051 of which should be repaid within twelve months (carried under short-term liabilities) and the remaining Euro 919,955 to be repaid in 2016-2019 (carried under long-term liabilities).
There are no collateral securities for this loan.
A loan for Euro 5,000,000 stipulated on 4 May 2010 and provided on 1 June 2010 to be repaid in monthly instalments starting from 10 February 2011 until 10 May 2017.
The interest rate applied is the 3-month Euribor plus a 2.5% spread.
As at 30 June 2015 the remaining debt amounted to Euro 1,617,161, Euro 833,609 of which is to be repaid within the next twelve months (and therefore recorded under current liabilities) and the remaining Euro 783,552 to be repaid in 2016-2017 (carried under non-current liabilities).
There are no collateral securities for this loan.
A loan for Euro 2,000,000 stipulated on 20 May 2011 to be repaid in monthly instalments starting from 20 June 2011 until 20 May 2016.
The interest rate applied is the 1-month Euribor plus a 3.70% spread.
As at 30 June 2015 the remaining debt amounted to Euro 397,674 to be repaid within the next twelve months (and therefore recorded under current liabilities).
There are no collateral securities for this loan.
A loan of Euro 1,020,000 entered into on 18 July 2013; it is to be repaid in monthly instalments starting from 30 September 2013 until 30 September 2018 and is targeted at supporting international development in Brazil through its subsidiary Exprivia do Brasil.
The interest rate applied is the 3-month Euribor plus a 3.80% spread.
As at 30 June 2015 the remaining debt amounted to Euro 686,124, Euro 201,628 of which is to be repaid within the next twelve months (and therefore recorded under current liabilities) and the remaining Euro 484,496 to be repaid in 2016-2018 (carried under non-current liabilities).
The loan is backed by a SACE guarantee of Euro 535,500.
A loan of Euro 1,955,000 resolved, entered into on 19 April 2013, of which Euro 586,500 disbursed on 26 July 2013, is to be repaid in six-month instalments starting from 19 October 2015 until 19 April 2020. The loan is targeted at supporting international development in China and bears a below-market fixed rate of interest (0.50% yearly).
As at 30 June 2015 the remaining debt amounted to Euro 586,500, Euro 117,300 of which is to be repaid within the next twelve months (and therefore recorded under current liabilities) and the remaining Euro 469,200 to be repaid in 2016-2020 (carried under non-current liabilities).
There are no collateral securities for this loan.
A loan of Euro 3,000,000 entered into on 4 June 2014 and disbursed on 18 June 2014. It is to be repaid in quarterly instalments starting from 30 September 2014 until 31 March 2024. The loan is targeted at supporting the purchase of land and for construction of the Molfetta building at Via Giovanni Agnelli no. 5, which is an investment falling under the programme agreement stipulated with Regione Puglia on 5 December 2011.
The interest rate applied is the 3-month Euribor plus a 4.80% spread.
As at 30 June 2015 the remaining debt amounted to Euro 2,752,787, Euro 258,839 of which is to be repaid within the next twelve months (and therefore recorded under current liabilities) and the remaining Euro 2,493,948 to be repaid in 2016-2024 (carried under non-current liabilities).
The loan in question is backed by a first mortgage on the property.
A loan resolved for Euro 2,025,228, entered into by Svimservice (formerly Exprivia Healthcare IT Srl) on 28 December 2004, disbursed for the full amount resolved in January 2014, to finance a research and development project under the financing law 46/82 F.I.T - Project A17/0472/P concerning: ͞Misuƌa Ϯ.ϭ. Pacchetto Integrato Agevolazioni - PIA IŶŶoǀazioŶe pƌeǀista dal P.O.N. "ǀiluppo IŵpƌeŶditoƌiale LoĐale͟ [PIA Innovation under the P.O.N. Local Entrepreneurial Development]. It expires on 5 August 2016 and bears a below-market rate of interest (0.96% yearly).
This loan was granted under decree no. 127358 of 5 August 2003.
At 30 June 2015 the remaining debt amounted to Euro 511,650, Euro 254,819 of which should be repaid within twelve months (carried under short-term liabilities) and the remaining Euro 256,832 to be repaid in the second half of 2016.
There are no collateral securities for this loan.
A loan for Euro 500,000 stipulated by Exprivia Healthcare IT Srl to be repaid in quarterly instalments starting from 31 March 2015 until 31 March 2020.
The interest rate applied is the 3-month Euribor plus a 2.20% spread.
At 30 June 2015 the debt amounted to Euro 452,649, Euro 96,248 of which should be repaid within twelve months (carried under short-term liabilities) and the remaining Euro 356,401 to be repaid in 2016-2020 (carried under long-term liabilities).
There are no collateral securities for this loan.
In accordance with the CONSOB notice of 28 July 2006 and CESR recommendation of 10 February 2005 "Recommendations for standard implementation of European Commission regulations on disclosure schedules", the table below shows the net financial position of the Exprivia Group as at 30 June 2015 and at 31 December 2014.
| 30/06/2015 | 31/12/2014 | |
|---|---|---|
| A Cash | 43,574 | 65,964 |
| B. Other liquid assets | 9,882,059 | 12,042,636 |
| C.1 Securities held for trading | 501,561 | 349,740 |
| C.2 Treasury shares | 1,465,107 | 746,139 |
| D. Liquidity $(A)+(B)+(C)$ | 11,892,301 | 13,204,479 |
| E. Current financial receivables | 1,019,791 | 1,019,791 |
| F. Current bank loans | (21, 313, 193) | (17,706,635) |
| G. Current portion of non-current | (11,049,605) | (13, 143, 382) |
| H. Other current financial liabilities | (314,908) | (343, 819) |
| I. Current financial liabilities $(F) + (G) + (H)$ | (32,677,706) | (31, 193, 836) |
| J. Net current financial debt (I) - (E) - (D) | (19, 765, 614) | (16,969,566) |
| K. No current bank loans | (6, 235, 883) | (8,278,932) |
| L. Bonds issued | (3,793,156) | (4,272,794) |
| M. Other debt no current | (183, 499) | (212, 404) |
| N. Non-current debt $(K) + (L) + (M)$ | (10, 212, 538) | (12, 764, 130) |
| $0.$ Net debt $(J) + (N)$ | (29, 978, 152) | (29, 733, 697) |
As at 30 June 2015 "other financial liabilities" totalled Euro 777,223 compared to Euro 347,588. The table below provides details on the item.
| Description | 30/06/2015 | 31/12/2014 | Variation |
|---|---|---|---|
| Trade payables | 199,522 | 228,427 | (28,905) |
| Due to tax and social security | 577,701 | 119,161 | 458,540 |
| TOTAL | 777,223 | 347,588 | 429,635 |
The item "payables to suppliers" refers to medium/long-term payment for leased assets.
The item "tax and social security liabilities" refers, for Euro 527,402, to the division into medium/longterm instalments of the tax payable for the years 2009-2012, which arose following the tax settlement agreement between the subsidiary Exprivia Healthcare IT Srl and the Inland Revenue Agency. Also see note 37 Taxes.
At 30 June 2015 the item "provision for risks and charges" amounted to Euro 1,041,599 compared to Euro 1,384,724 at 31 December 2014. The breakdown is shown in the table below:
| Description | 30/06/2015 | 31/12/2014 | Variation |
|---|---|---|---|
| Fund risks disputes | 285,000 | 710,000 | (425,000) |
| Risk fund tax dispute | 73,453 | 73,453 | |
| Risk provisions staff | 121606320120120230 374,441 |
287,713 | 86,728 |
| Provision for other risks | 308,704 | 313,559 | (4,855) |
| TOTAL | 1,041,599 | 1,384,724 | (343, 127) |
The Provision for dispute risks of Euro 285,000 relates to the provision for risks set aside by Exprivia Enterprise Consulting Srl, concerning Realtech AG's criminal claim of Euro 300 thousand due to the nonfulfilment of the obligation to retain the name of Realtech Italia until 31.12.2013. In July 2015 a settlement was reached on the basis of which the provision for risks as at 30 June 2015 was increased by Euro 135 thousand with respect to the amount as at 31 December 2014.
The use of the provision (roughly Euro 560 thousand) relates to a settlement reached in the first half of 2015 with reference to a civil dispute which had a negative impact of around Euro 700 thousand on the income statement.
The ͞pƌoǀisioŶ foƌ tadž dispute ƌisks͟ of Euro 73,453 can be broken down as follows:
The ͞pƌoǀisioŶ foƌ staff ƌisks͟ of Euro 374,441 refers to amounts set aside for current disputes with former employees.
The ͞pƌoǀisioŶ foƌ otheƌ ƌisks͟ amounting to Euro 308,704 is mainly for:
The amounts for the employee severance indemnity accrued after 31 December 2006 were paid to the INPS pension fund and union pension funds. The remaining employee severance indemnity fund amounted to Euro 9,520,460 as at 30 June 2015 compared with Euro 10,230,522 as at 31 December 2014. The fund is net of amounts deposited. An actuarial assessment was performed on the liability in accordance with IAS 19 using the retrospective method, which requires recognition of actuarial gains/losses in the comprehensive income statement. The cost regarding service and the interest payable concerning the "time value" component in the actuarial calculations are still recognised in the income statement.
The table below shows the primary actuarial and financial assumptions used in the calculation:
| Description | 30/06/2015 |
|---|---|
| Annual discount rate | 2.00% |
| Annual inflation rate | 1.50% |
| Annual rate of increase in severance pay | 2.62% |
| Annual rate of salary increases | 3.00% |
Some of the general criteria used for the projections are described below. In order to meet the need to make assessments based on all the information available a technical procedure was used known in the actuarial literature as MAGIS (actuarial method of years in operation on an individual basis and by means of random drawings). This method is a Monte Carlo-based stochastic simulation that makes it possible to develop projections of amounts payable for each employee while taking into account the demographic and salary data of each position without making aggregations and without introducing average values.
To make the procedure possible, drawings are made for each employee year by year to determine elimination by death, invalidity and incapacity due to resignation or termination.
Reliability is ensured by replicating the procedure a certain number of times until the results are stable.
The calculations were made by the number of years necessary for all the workers currently employed are no longer in service.
The projections were made on a closed group, meaning no new recruits were included.
In accordance with IAS 19, actuarial valuations were carried out using the Projected Unit Credit Method. This method makes it possible to calculate employee severance indemnities accrued at a certain date based on actuarial assumptions, distributing the charge for all remaining years workers are employed. It is no longer an expense to be paid if the company winds up its business at the balance sheet date, but gradually provisioning the charge according to the remaining service period of employees.
The method makes it possible to calculate certain demographic and financial variables at the date of assessment, especially charges relating to service already rendered by employees represented by the DBO – Defined Benefit Obligation (also called Past Service Liability). It is obtained by calculating the present value of amounts due to the worker (severance indemnities) arising from seniority gained at the date of assessment.
For revaluation purposes, employee severance indemnities increased, with the exclusion of the amount accrued at the close of the period, through the application of a rate comprised of a fixed 1.50% and 75% of the inflation rate recorded by ISTAT with respect to December of the previous year; taxes of 11% were due on said revaluation. From 1 January 2015, the tax rate on the revaluation of TFR moved to 17%, determining the recognition of a past service cost.
The legislation also provides the possibility of requesting a partial advance of TFR accrued when the employment relationship is still in progress.
It should be noted that the calculations include the 11% annual tax charged on the revaluation of employee severance indemnity provisions.
The item ͞pƌoǀisioŶ foƌ defeƌƌed tadžes͟ amounted to Euro 1,020,883 compared to Euro 991,905 as at 31 December 2014, and refers to allocations for temporary changes considered recoverable in subsequent financial years.
The table below provides details on this item:
| Description | 30/06/2015 | 31/12/2014 | ||
|---|---|---|---|---|
| Amount temporary differences |
Tax effect | Amount temporary differences |
Tax effect | |
| TFR | 142,100 | 39,843 | (47,928) | (13, 179) |
| Goodwill | 717,802 | 225,390 | 737,404 | 231,545 |
| Buildings | 2,240,826 | 724,235 | 2,290,881 | 740,412 |
| Provision for bad credit | 92,087 | 25,324 | 92,087 | 25,324 |
| Adjustments for IFRS | 19,400 | 6,092 | 25,622 | 7,803 |
| TOTAL | 3,212,215 | 1,020,883 | 3,098,066 | 991,905 |
As at ϯϬ JuŶe ϮϬϭϱ the ͟bond issue͟ aŵouŶted to Euƌo ϭ,ϭϱϵ,ϰϯϬ at ϯϬ JuŶe ϮϬϭ5 compared to Euro 656,902 at 31 December 2014 and refers to the current amount of the bond loan issued by the company Exprivia Healthcare It Srl. Foƌ fuƌtheƌ iŶfoƌŵatioŶ see the iteŵ ͞ďoŶd issues͟ uŶdeƌ ŶoŶ-current assets (note 13).
As at 30 June 2015, the item ͞ĐuƌƌeŶt ďaŶk deďt͟ amounted to Euro 31,203,368 compared to Euro 31,206,922 as at 31 December 2014. Euro 9,691,149 refers to the current amount of loans (previously desĐƌiďed uŶdeƌ iteŵ ͞ŶoŶ-ĐuƌƌeŶt ďaŶk deďt͟, Ŷote ϭϰͿ aŶd Euro 21,512,219 refers to current account overdrafts at major credit institutions.
͞Tƌade paLJaďles͟ amounted to Euro 19,694,088 compared to Euro 22,524,620 at 31 December 2014 and refers to invoices to be received (Euro 5,296,830).
As at 30 June 2015 the item ͞adǀaŶĐe paLJŵeŶts͟ amounted to Euro 3,771,297 compared with Euro 4,162,600 as at 31 December 2014 and refers to contract work in progress for which the payments on account and advance payments ended up being higher than the work in progress at year-end.
The balance of the item ͞paLJaďles to assoĐiates͟ amounted to Euro 63,344 and did not change from 31 December 2014. It pertains to payables due to the associate Fallimento Mindmotion Srl (in liquidation).
The balance of the item ͞aŵouŶts paLJaďle to otheƌs͟ amounted to Euro 4,374,371 compared to Euro 2,637,341 at 31 December 2014. The table below provides details on the item:
| Description | 30/06/2015 | 31/12/2014 | Variation |
|---|---|---|---|
| Derived products | 6,980 | 20,190 | (13, 210) |
| Payables to others | 39,812 | 42,082 | (2, 270) |
| Advance for contrib. | 4,327,579 | 2,575,069 | 1,752,510 |
| TOTAL | 4,374,371 | 2,637,341 | 1,737,030 |
The item ͞adǀaŶĐes oŶ pƌojeĐts͟ relates to advances received on ongoing research projects.
The table below outlines features of financial derivatives measured at fair value with an effect in the income statement and the Mark to Market value at 30 June 2015.
| Banks | Date | Expiry | Operation Notional amount | Value Mark to market at 30/06/2015 |
|
|---|---|---|---|---|---|
| Unicredit | 27/11/2008 | 30/11/2015 | IRS | 135,660 | |
| B.N.L. | 30/11/2008 | 30/11/2015 | IRS | 274,393 | (6,980) |
| Total | (6,980) |
The derivative products were subscribed by the Holding Company Exprivia with the credit institutions Unicredit and BNL and both of the financial instruments are linked to two distinct loans at variable interest rate (Euribor).
For the derivative with BNL, linked to a variable interest rate loan, the nature of the instrument did not allow it to be considered as a hedging instrument in accordance with IAS 39.For the Unicredit derivative product the intrinsic value of the derivative is nil due to the high strike rate of the derivative contract. The entire time value should be distinct in the income statement. Since the intrinsic value is nil, it is considered of no use to perform a prospective effectiveness test which, when passed, would not involve any entry in the income statement, in light of the absence of the value of the optional component that IAS 39 requires recognition of in the income statement (i.e., the intrinsic value).
The item ͞tadž liaďilities͟ amounted to Euro 11,948,442 at 30 June 2015 compared to Euro 15,253,993 as at 31 December 2014. The table below provides details on the item compared to figures from the previous financial year.
| Description | 30/06/2015 | 31/12/2014 | Variation |
|---|---|---|---|
| Payables to tax authority for VAT | 7,293,463 | 9,602,195 | (2,308,733) |
| Payables to tax authority for IRAP | (129, 823) | (256, 655) | 126,833 |
| Payables to tax authority for IRES | 1,524,205 | 1,849,526 | (325, 321) |
| Payables to tax authority for IRPEF employees | 1,701,449 | 2,649,594 | (948, 145) |
| Payables to tax authority for IRPEF freelance workers | 29,618 | 28,723 | 896 |
| Taxes payable for taxation overtime | (37) | 8,195 | (8, 232) |
| Payables to tax authority for IRPEF collaborators | 54,915 | 40,845 | 14,070 |
| Payables to tax authority | 530,307 | 66,254 | 464,054 |
| Payables to tax authority for IRPEF severance fund | 71,051 | 179,342 | (108, 290) |
| Payables to tax authority for Regional and Municipal add | 194,239 | 33,120 | 161,119 |
| Payables to tax authority for interest and penalties | 679,052 | 1,052,855 | (373,802) |
| TOTAL | 11,948,442 | 15,253,993 | (3,305,551) |
The item ͞soĐial seĐuƌitLJ liaďilities͟ amounted to Euro 5,042,101 at 30 June 2015 compared to Euro 5,550,781 as at 31 December 2014. The table below provides details on the item compared to figures from the previous financial year.
| Description | 30/06/2015 | 31/12/2014 | Variation |
|---|---|---|---|
| INPS with contributions | 2,595,809 | 3,506,124 | (910, 315) |
| Payables to pension funds | 206,688 | 218,716 | (12, 028) |
| PREVINDAI-FASI-ALDAI-INPDAI-FASDAPI-PREVINDAPI | 81,915 | 137,608 | (55, 693) |
| Contributions on accrued holiday pay and year-end bonus | 2,189,768 | 1,683,277 | 506,491 |
| INAIL with contributions | (32,079) | 5,056 | (37, 136) |
| TOTAL | 5,042,101 | 5,550,781 | (508, 680) |
The item ͞otheƌ paLJaďles͟ amounted to Euro 19,654,577 compared to Euro 14,650,650 at 31 December 2014.
The table below shows the changes that occurred during the period with a comparison with the figures at 31 December 2014:
| Description | 30/06/2015 | 31/12/2014 | Variation |
|---|---|---|---|
| Directors' pay for settlement | 64,071 | 39,678 | 24,393 |
| Employees/Collaborators for fees accrued | 5,254,717 | 3,855,181 | 1,399,536 |
| Debts to purchase shareholdings | 0 | 942,020 | (942, 020) |
| Accrued holidays, festivities, summer & yr-end bonuses | 7,498,777 | 4,879,297 | 2,619,481 |
| Sundry payables | 606,325 | 626,785 | (20, 460) |
| Interest and other costs of excercise | 4,354 | 14,714 | (10, 360) |
| Maintenance/services/contributions competence in future years | 6,226,333 | 4,291,476 | 1,934,857 |
| TOTAL | 19,654,577 | 14,650,650 | 5,003,926 |
Revenue from sales and services in the first half of 2015 amounted to Euro 70,448,258 compared to Euro 65,782,477 in the same period of 2014.
The table below shows details on revenues, including changes in inventories of raw materials and finished products (Euro -12,331), broken down by business segment relating to the first half of 2015 and compared with the figures for the same period of the previous year (figures in thousands of Euro).
| Exprivia Group (value in $K \in \Sigma$ ) | 30.06.2015 30.06.2014 | Variations Variations % | ||
|---|---|---|---|---|
| Banks and Financial Istitutions | 12,397 | 11,841 | 555 | 5% |
| Utilities | 12,386 | 14,796 | $-2,410$ | $-16%$ |
| Industry and Aerospace | 5,593 | 5,685 | $-93$ | $-2%$ |
| Energy | 7,784 | 6,827 | 957 | 14% |
| Telcom and Media | 9,142 | 4,285 | 4,857 | 113% |
| Health and Healthcare | 10,933 | 11,707 | $-774$ | $-7%$ |
| Public Administration | 5,526 | 4,223 | 1,303 | 31% |
| International Business | 5,775 | 5,498 | 277 | 5% |
| Other | 900 | 800 | 100 | 12% |
| Total | 70,436 | 65,663 | 4,773 | 7.27% |
Details of the revenues relating to 30 June 2015 are shown below, compared with the figures for the same peƌiod of the pƌeǀious LJeaƌ, ďƌokeŶ doǁŶ ďLJ ďusiŶess segŵeŶt ;€/ϭϬϬϬͿ.
| Exprivia Group (value in $K \in \Sigma$ ) | 30.06.2015 | 30.06.2014 | Variations% |
|---|---|---|---|
| Projects and Services | 61,340 | 54,517 | 13% |
| Maintenance | 6,277 | 5,173 | 21% |
| HW/ SW third parties | 1,019 | 4,068 | $-75%$ |
| Own licences | 900 | 1,105 | $-19%$ |
| Altro | 900 | 800 | 12% |
| Total | 70,436 | 65,663 | 7.27% |
For further details on business segments see the sectioŶ ͞TƌeŶds iŶ Edžpƌiǀia Gƌoup Results͟ aŶd ĐoŵŵeŶts oŶ the ͞peƌfoƌŵaŶĐe of the iŶdiǀidual ďusiŶess liŶes" iŶ the DiƌeĐtoƌs' Repoƌt.
IŶ the fiƌst half of ϮϬϭϱ ͞other revenues and income͟ aŵouŶted to Euƌo Ϯϲϳ,Ϯϳϵ Đompared to Euro 301,033 in the same period of the previous year. The table below provides details on the items.
| Description | 30/06/2015 | 30/06/2014 | Variation |
|---|---|---|---|
| Contingency assets | 88,737 | 53,099 | 35,638 |
| Rental income | 10,838 | 12,859 | (2,021) |
| Other revenue | 48,549 | 72,935 | (24, 386) |
| Pay in lieu of notice | 37,846 | 38,756 | (910) |
| Income from assignment of vehicles to staff | 80,909 | 123,385 | (42, 476) |
| capital gains | 401 | $\sim$ | 401 |
| TOTAL | 267,279 | 301,033 | (33, 753) |
In the first half of 2015 ͞grants for operating expenses͟ amounted to Euro 2,167,124 compared to Euro 1,551,328 in the same period of 2014 and refer to grants and tax breaks pertaining to the period or authorised in the period relating to the research and development projects financed. The grants are carried net of the amount allocated to the risk provision for any minor grants that might not be received.
In the first half of 2015 the item ͞Đosts foƌ Đapitalised iŶteƌŶal pƌojeĐts͟ amounted to Euro 732,464 compared to Euro 766,315 in the same period of 2014 and mainly refers to expenses incurred in the period to develop products for the banking and healthcare segments.
In the first half of 2015 the balance of the item ͞ĐhaŶge iŶ iŶǀeŶtoƌies of ƌaǁ ŵateƌials aŶd fiŶished pƌoduĐts͟ amounted to Euro -12,331 compared to Euro -119,941 in the same period of the previous year. It refers to changes in finished products in the healthcare and medical segment.
In the first half of 201ϱ the iteŵ ͞raw materials, consumables and goods͟ aŵouŶted to Euƌo ϱ,Ϯϳϯ,ϴϬϬ compared to Euro 5,042,650 in the same period of the previous year. The table below provides details on the items.
| Description | 30/06/2015 | 30/06/2014 | Variation |
|---|---|---|---|
| Purchase of HW-SW products | 1,768,347 | 2,436,759 | (668, 413) |
| Purchase of HW-SW maintenance | 3,322,272 | 2,354,309 | 967,963 |
| Stationery and consumables | 63,149 | 76,643 | (13, 494) |
| Fuel and oil | 89,923 | 89,660 | 263 |
| Other costs | 25,097 | 77,920 | (52, 824) |
| Warranty services on our customers activities | 5.014 | 7,359 | (2, 345) |
| TOTAL | 5,273,800 | 5,042,650 | 231,150 |
IŶ the fiƌst half of ϮϬϭϱ the iteŵ ͞staff costs͟ amounted to Euro 47,019,552 compared to Euro 44,733,353 in the same period of 2014. The table below provides details on the item:
| Description | 30/06/2015 | 30/06/2014 | Variation |
|---|---|---|---|
| Salaries and wages | 35,004,023 | 33,037,905 | 1,966,118 |
| Social charges | 9,302,398 | 9,053,962 | 248,436 |
| Severance Pay | 1,713,028 | 1,909,216 | (196, 189) |
| Other staff costs | 1,000,104 | 732,270 | 267,834 |
| TOTAL | 47,019,552 | 44,733,353 | 2,286,198 |
The number of employees at 30 June 2015 came to 2,118 (of which 2,098 employees and 20 temporary workers) while the Group employed 2,270 staff at 30 June 2014, of which 2,238 employees and 32 temporary workers.
IŶ the fiƌst half of ϮϬϭϱ the iteŵ ͞costs for services͟ amounted to Euro 11,405,387 compared to Euro 10,482,002 in the first half of 2014. The table below provides details on the item:
| Description | 30/06/2015 | 30/06/2014 | Variation |
|---|---|---|---|
| Technical and commercial consultancy | 6,450,956 | 5,279,165 | 1,171,791 |
| Administrative/company/legal consultancy | 833,732 | 900,814 | (67,081) |
| Data processing service | 168,997 | 178,836 | (9,839) |
| Auditors' fees | 72,999 | 176,161 | (103, 162) |
| Travel and transfer expenses | 1,203,965 | 1,093,734 | 110,231 |
| Other staff costs | 115,206 | 167,203 | (51,997) |
| Utilities | 610,286 | 597,772 | 12,514 |
| Advertising and agency expenses | 148,471 | 246,325 | (97, 854) |
| HW and SW maintenance | 244,766 | 341,555 | (96, 789) |
| Insurance | 398,556 | 271,805 | 126,751 |
| Costs of temporary staff | 243,852 | 397,377 | (153, 525) |
| Other costs | 710,985 | 634,231 | 76,754 |
| Mail services | 202,615 | 197,023 | 5,592 |
| TOTAL | 11,405,387 | 10,482,002 | 923,385 |
The most significant change that occurred relates to the increase in consultancy costs, primarily due to the consolidation of the company Exprivia Telco & Media Srl, which had only been consolidated for two months in 2014.
IŶ the fiƌst half of ϮϬϭϱ the iteŵ ͞costs for leased assets͟ aŵouŶted to Euƌo ϭ,ϵϵϵ,ϴϰϴ Đoŵpaƌed to Euƌo 2,466,136 in the same period of the previous year. The table below provides details on the items:
| Description | 30/06/2015 | 30/06/2014 | Variation |
|---|---|---|---|
| Rental expenses | 713,832 | 1,006,820 | (292, 987) |
| Car rental/leasing | 529,215 | 589,290 | (60,075) |
| Rental of other assets | 704,592 | 773,240 | (68, 648) |
| Royalties | 52,209 | 96,267 | (44, 057) |
| Leasing payments | $\overline{\phantom{a}}$ | 521 | (521) |
| TOTAL | 1,999,848 | 2,466,136 | (466, 289) |
The deĐƌease iŶ the iteŵ ͞paLJaďle ƌeŶt͟ is ŵaiŶlLJ ƌelated to ƌatioŶalisatioŶ aŶd optiŵisatioŶ pƌojeĐts at branch offices.
IŶ the fiƌst half of ϮϬϭϱ the iteŵ ͞sundry operating expenses͟ amounted to Euro 770,226 compared to Euro 844,400 in the first half of 2014. The table below provides details on the item:
| Description | 30/06/2015 | 30/06/2014 | Variation |
|---|---|---|---|
| Annual subscriptions | 54,002 | 95,533 | (41,530) |
| Books and magazines | 5,025 | 1,520 | 3,505 |
| Taxes | 143,994 | 206,261 | (62, 266) |
| Stamp duty | 42,468 | 33,316 | 9,151 |
| Penalties and fines | 130,943 | 109,125 | 21,819 |
| Charitable donations | 9,220 | 20,105 | (10, 885) |
| Contingency liabilities | 57,265 | 6,027 | 51,238 |
| Bank charges and commissions | 244,587 | 283,398 | (38, 812) |
| Write-offs | 1,656 | $\overline{0}$ | 1,656 |
| Sundry expenses | 81,021 | 83,717 | (2,696) |
| Capital losses on disposals | 43 | 5,397.62 | (5, 354) |
| TOTAL | 770,225 | 844,400 | (74, 175) |
The consolidated balance of the item ͞pƌoǀisioŶs͞ in the first half of 2015 amounted to Euro 237,466 compared to Euro 176,170 in the first half of 2014.
The table below shows 2015 movements compared with those in 2014.
| Description | 30/06/2015 | 30/06/2014 | Variation |
|---|---|---|---|
| Provision for risks of litigation | 131,016 | 176,170 | (45, 154) |
| Provision for legal disputes with employees | 97,187 | 97,187 | |
| Other provisions | 9.263 | 9.263 | |
| TOTAL | 237,466 | 176,170 | 61,296 |
IŶ the fiƌst half of ϮϬϭϰ ͞amortisation and depreciation͞ aŵouŶted to Euƌo Ϯ,ϭϰϭ,ϭϬϱ Đoŵpaƌed to Euƌo 1,856,527 in the first half of 2014 and refers to Euro 1,178,490 for the amortisation of intangible assets and Euro 962,615 for the depreciation of tangible assets. Details of the aforementioned items are provided in notes 1 and 3.
͞Wƌite-downs͞ totalled Euro 929,292 and refer essentially to the write-downs of work in progress contracts.
The balance of the item ͞fiŶaŶĐial ;iŶĐoŵeͿ Đhaƌges aŶd otheƌ iŶǀestŵeŶts͟ amounted to a negative Euro 1,228,810 compared with Euro 1,157,091 in the same period of 2014. The table below provides details on the item.
| Description | 30/06/2015 | 30/06/2014 | Variation |
|---|---|---|---|
| Proceeds from shareholdings from subsidiaries | (326, 737) | 326,737 | |
| Proceeds from shareholdings from parents | (14, 636) | (25, 943) | 11,307 |
| Income from other investments | (6,586) | (75) | (6, 511) |
| Other income other than the above | (60, 234) | (35,505) | (24, 729) |
| Interest and other financial charges | 1,387,687 | 1,479,114 | (91, 427) |
| Profit and loss on currency exchange | (77, 421) | 66,237 | (143, 658) |
| TOTAL | 1,228,810 | 1,157,091 | 71,719 |
The variation in income from other investments (Euro 326,737) is attributable to the effects of the firsttime consolidation of Exprivia Telco & Media Srl, which took place in the first half of 2014.
The balance of the item ͞iŶĐoŵe fƌoŵ paƌeŶt ĐoŵpaŶies͟ amounted to Euro 14,636 in the first half of 2015 compared to Euro 25,943 in the same period of 2014 and refers to interest accrued to Abaco Innovazione SpA on a loan disbursed by Exprivia SpA.
The balance of the item ͞iŶĐoŵe fƌoŵ otheƌ iŶǀestŵeŶts͟ totalled Euro 6,586 in the first half of 2015 compared to Euro 75 in the first half of 2014 and refers to dividends received by minority interests.
IŶ the fiƌst half of ϮϬϭϱ the iteŵ ͞other financial income͟ amounted to Euro 60,234 compared to Euro 35,505 in the same period of 2014. The table below provides details on the item:
| Description | 30/06/2015 | 30/06/2014 | Variation |
|---|---|---|---|
| Bank interest receivable | 4,132 | 2,995 | 1,137 |
| Interest income from securities | 0 | 22 | (22) |
| Other interest income | 55,632 | 30,712 | 24,920 |
| Rounding up of assets | 469 | 1,775 | (1, 306) |
| TOTAL | 60,234 | 35,505 | 24,729 |
IŶ the fiƌst half of ϮϬϭϱ the iteŵ ͞interest and other financial charges͟ aŵouŶted to Euƌo ϭ,ϯϴϳ,ϲϴϳ compared to Euro 1,479,114 in the same period of the previous year. The table below provides details on the items.
| Description | 30/06/2015 | 30/06/2014 | Variation | ||
|---|---|---|---|---|---|
| Bank interest payable | 464,278 | 953,317 | (489, 040) | ||
| Interest on loans and mortgages | 376,225 | 258,251 | 117,974 | ||
| Sundry interest | 295,963 | 73,100 | 222,863 | ||
| Charges on financial products and sundry items | 169,424 193,154 |
(23,730) | |||
| Rounding up/down | 724 | 1,292 | (568) | ||
| Interest cost IAS 19 | 81,074 | 81,074 | |||
| TOTAL | 1,387,687 | 1,479,114 | (91, 427) |
In the first half of 2015 ͟pƌofit oŶ ĐuƌƌeŶĐLJ edžĐhaŶge͟ amounted to Euro 77,421 compared to losses of Euro 66,237 in the first half of 2014 and mainly refers to the fluctuations in exchange rates due to the commercial transactions carried out in a different currency to the national currency of the foreign companies of the Exprivia Group.
In the first half of 2015 ͞tadžes͟ amounted to Euro 1,516,012 compared to Euro 1,152,266 in the first half of 2014; the table below provides details on the changes compared to the previous period:
| Description | 30/06/2015 | 30/06/2014 | Variation | |
|---|---|---|---|---|
| IRES | 746,975 | 398,976 | 347,999 | |
| IRAP | 351,640 | 1,103,810 | (752, 170) | |
| Foewifn tax | 125,519 | 47,308 78,211 |
||
| Taxes from prior years | 313,650 | (403,091) | 716,741 | |
| Defered tax | (16, 178) | (16, 178) | ÷ | |
| Deferred tax assets | (5,594) | (9, 462) | 3,868 | |
| TOTAL | 1,516,012 | 1,152,266 | 363,747 |
The Holding Company Exprivia SpA acts as the consolidating company and determines a single taxable result for the companies under National Tax Consolidation in accordance with art. 117 of T.U.I.R..
Each company under Tax Consolidation contributes taxable income or tax loss to Exprivia SpA as a payable/receivable for the consolidating company, depending on their IRES.
The first half of 2015 closed with a tax settlement proposal following the tax audit relating to Exprivia Healthcare IT Srl conducted in 2014.
Without prejudice to any disputed irregularities contained in the report on findings and uncritically acknowledged in the assessment notices, the company, in reiterating the correctness of its accounting and tax conduct, accepted the tax settlement proposal presented by the office solely to avoid the risk of tax proceedings.
As a result of these circumstances, taxes were accounted for relating to previous years for around Euro 300 thousand, offset by prepaid taxes of roughly Euro 200 thousand, in addition to interest and sanctions of around Euro 200 thousand. The total effect of taxes of the different tax periods concerned was zero.
The tax rate for the period improved considerably, down from 83% in the first half of 2014 to 58% in the first half of 2015, primarily as a result of the reduction in IRAP in 2015 due to a legislative change, which rendered the costs of personnel on permanent contracts deductible.
The income statement closed the first half of 2015 with a consolidated profit (after tax) of Euro 1,081,296, compared with Euro 233,028 in the same period in 2014.
Information on figures used to calculate earnings per share and diluted earnings is provided below in accordance with IAS 33.
Earnings (loss) per share is calculated by dividing net profit for the period as reported in the consolidated financial statements drawn up in accordance with IAS/IFRS, attributable to ordinary shareholders of the Holding Company, excluding the treasury shares, by the average number of ordinary shares in circulation during the period.
For the purpose of calculating basic earnings per share, the economic result for the period minus the amount attributable to minority interests was used in the numerator. Further, there are no privileged dividends, conversion of preference shares and other similar effects which could adjust the economic result attributable to holders of ordinary capital instruments.
At 30 June 2015 the basic and diluted earnings per share amounted to Euro 0.0257.
| Profits (Euro) | 30/06/2015 |
|---|---|
| Profits for determining basic earnings per share (Net profit due to shareholders of parent | |
| company) | 1,290,004 |
| Profit for determining the earnings per basic share | 1,290,004 |
| Number of shares | |
| Number of ordinary shares at 1 January 2015 | 51,883,958 |
| Purchase of own shares at 30 giugno 2015 | (1,988,909) |
| Average weighted number ordinary shares for calculation of basic profit | 50,156,878 |
| Earnings per share (Euro) | |
| Profit (loss) per basic share | 0.0257 |
| Diluted earnings (loss) per share | 0.0257 |
The consolidated net financial position at 30 June 2015 was a negative Euro 30 million, in line with the figure at 31 December 2014, when it was a negative Euro 29.7 million, a net improvement with respect to a negative Euro 35.6 million at 30 June 2014. Despite having maintained a remarkable level of investments, totalling Euro 1.3 million, and having distributed the 2014 dividend of Euro 1.4 million in the first half of
2015, the Group maintained its financial debt essentially unchanged, thanks to the positive cash flows deriving from operations of Euro 2.5 million and the absorption of the cash from net working capital contained to Euro 0.4 million.
The ratio between net working capital and total revenues at 30 June 2015 (valued on a 12-month basis) stood at 17%, as at 31 December 2014, an improvement with respect to 21% at 30 June 2014.
The ratio between the net financial position and revenues at 30 June 2015 (valued on a 12-month basis) stood at 20%, as at 31 December 2014, an improvement with respect to 26% at 30 June 2014.
In the Exprivia Group there are relations between entities, parent companies, subsidiaries and associates and with other related parties.
Transactions carried out by the Group with other related parties essentially consist of services and the exchange of products. They are part of ordinary operations carried out on an aƌŵ's leŶgth ďasis, ŵeaŶiŶg under the conditions that would be applied between independent parties. All transactions are carried out in the interest of the companies involved.
The table below provides information on relations with other related parties:
| Investments in other companies | |||
|---|---|---|---|
| Description | 30/06/2015 | 31/12/2014 | Variation |
| Daisy-Net- Driving Advances of ICT in South Italya | 13,939 | 13,939 | |
| DHITECH Srl | 17,000 | 17,000 | |
| TOTAL | 30,939 | 30,939 | |
| Loans to other non-current | |||
| Description | 30/06/2015 | 31/12/2014 | Variation |
| Aplomb Srl | 15,000 | 40,000 | (25,000) |
| TOTAL | 15,000 | 40,000 | (25,000) |
| Trade payables | |||
| Description | 30/06/2015 | 31/12/2014 | Variation |
| Kappa Emme Sas | 11,468 | 11,468 | $\circ$ |
| TOTAL | 11,468 | 11,468 | $\bf{0}$ |
| Costs | |||
| Description | 30/06/2015 | 30/06/2014 | Variation |
| Aplomb Srl | 44,635 | (44, 635) | |
| Kappa Emme Sas | 56,400 | 56,400 | $\circ$ |
| TOTAL | 56,400 | 101,035 | (44, 635) |
The table below provides information on remuneration for directors, statutory auditors and key executives.
| 30/06/2015 | 30/06/2014 | |||||||
|---|---|---|---|---|---|---|---|---|
| Offices | Fixed remuneration as a member of the Board of Director |
Equity compensation committees |
Wages and salaries |
Other incentives |
Fixed remuneration as a member of the Board of Director |
Equity compensation committees |
Wages and salaries |
Other incentives |
| Administrators | 502,935 | 40,000 | 447,603 | 6,923 | 592,412 | 24,999 | 426,710 | 16,346 |
| Statutory Auditors | 72,999 | 176,161 | ||||||
| Strategic managers | 106,038 | 18,461 | 264,970 | 47,027 | ||||
| TOTAL | 681,972 | 40,000 | 447,603 | 25,384 | 1,033,543 | 24,999 | 426,710 | 63,373 |
The undersigned Domenico Favuzzi, Chairman and CEO, and Giovanni Sebastiano, Executive manager responsible for preparing the corporate accounts of Exprivia S.p.A., certify the following, taking into account the provisions of Art. 154-bis (3, 4) of Legislative Decree no. 58 of 24 February 1998:
Furthermore, it is certified that the consolidated interim financial report:
Molfetta, 5 August 2015
The Chairman and CEO The Reporting Officer
Domenico Favuzzi Gianni Sebastiano
To the Shareholders of Exprivia SpA
We have reviewed the accompanying consolidated condensed interim financial statements of Exprivia SpA and its subsidiaries (Exprivia Group) as of 30 June 2015, comprising the statement of financial position, income statement, statement of comprehensive income, statement of changes in equity, statement of cash flows and related explanatory notes. The Directors of Exprivia SpA are responsible for the preparation of the consolidated condensed interim financial statements in accordance with the international accounting standard applicable to interim financial reporting (IAS 34) as adopted by the European Union. Our responsibility is to express a conclusion on these consolidated condensed interim financial statements based on our review.
We conducted our work in accordance with the criteria for a review recommended by Consob in Resolution No. 10867 of 31 July 1997. A review of consolidated condensed interim financial statements consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than a fullscope 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 consolidated condensed interim financial statements.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated condensed interim financial statements of the Exprivia Group as of 30 June 2015 are not prepared, in all material respects, in accordance with the international accounting standard applicable to interim financial reporting (IAS 34) as adopted by the European Union.
Bari, 7 August 2015
PricewaterhouseCoopers SpA
Signed by
Corrado Aprico (Partner)
Sede legale e amministrativa: Milano 20149 Via Monte Rosa 91 Tel. 0277851 Fax 027785240 Cap. Soc. Euro 6.890.000,00 i.v., C.F. e P.IVA e
Reg. Imp. Milano 12979880155 Iscritta al nº 119644 del Registro dei Revisori Legali - $0.72132311 - 3$ bind of the Granac Unit (22 Tel. 000304211 - Divergence The Case of the Section 2012 Via Benevor 16121 Plazza Piccapietra 9 Tel. 01229 Orso Italia 302 Tel. 0957532311 - Frenze 50121 Via Gramsci 15 Tel. 055 Francia 21/C Tel.0458263001
This report has been translated into the English language from the original, which was issued in
Italian, solely for the convenience of international readers.
We have not examined the translation of the consolidated conden referred to in this report.
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