Annual Report • Mar 30, 2023
Annual Report
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Gefran Group
| Notice of call | 4 | |
|---|---|---|
| ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022 Letter from the Chairwoman and CEO |
6 8 |
|
| Corporate Bodies | 10 | |
| Key consolidated income statement and statement of financial position figures | 14 | |
| Alternative performance indicators | 15 | |
| 1. | Report on operations | 16 |
| 1. | Introduction | 18 |
| 2. | Group Structure | 19 |
| 3. | Gefran Group Activities | 20 |
| 4. | Breakdown of the Group's main activities | 22 |
| 5. | Information on shareholders and stock performance | 25 |
| 6. | Gefran consolidated results | 28 |
| 7. | Economic and financial performance of the assets held for sale at 31 December 2022 | 46 |
| 8. | Investments | 52 |
| 9. | Results by business area | 54 |
| 9.1. | Sensors | 55 |
| 9.2. | Automation components | 60 |
| 10. | Research and development | 65 |
| 11. | Environment, health and safety | 68 |
| 12. | Human resources | 71 |
| 13. | Strategy | 76 |
| 14. | Main risks and uncertainties to which the Gefran Group is exposed | 78 |
| 14.1. | Risks associated with countries and markets | 86 |
| 14.2. | Financial Risks | 89 |
| 14.3. | Strategic Risks | 92 |
| 14.4. | Governance and integrity risks | 94 |
| 14.5. | Operating risks and reporting risks | 95 |
| 14.6. | Legal and compliance risks | 97 |
| 14.7. | IT Risks | 98 |
| 14.8. | Risks associated with human resources | 99 |
| 14.9. 15. |
ESG Risks Significant events in 2022 |
100 102 |
| 16. | Significant events following the end of the year 2022 | 105 |
| 17. | Outlook | 106 |
| 18. | Possible impact of the conflict in Ukraine | 108 |
| 19. | Covid-19 | 109 |
| 20. | Sustainability and climate change mitigation actions | 111 |
| 21. | Own shares | 114 |
| 22. | Dealings with related parties | 115 |
| 23. | Consolidated non-financial discolsure | 117 |
| 24. | Disclosure simplification | 118 |
| 25. | Provisions under article 15 of the Consob Regulation on Markets | 119 |
| 2. Consolidated financial statements | 120 | |
| 3. Specific explanatory notes to the accounts | 130 | |
| 4. Attachments | 208 | |
| Certification of consolidated financial statements pursuant to Article 81-ter of Consob regulation no. 11971 dated 14 May 1999, |
as subsequently amended and added to 214
| GEFRAN S.P.A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2022 | 216 | |
|---|---|---|
| 1. Report on operations of Gefran S.p.A. | 218 | |
| 1. | Gefran S.p.A. Results | 220 |
| 2. | Significant events in Gefran S.p.A. in 2022 | 227 |
| 3. | Significant events after year end in Gefran S.p.A. | 229 |
| 4. | Outlook for Gefran S.p.A. | 230 |
| 5. | Gefran S.p.A.'s own shares | 232 |
| 6. | Gefran S.p.A.'s transactions with related parties | 233 |
| 7. | Environment, health and safety in Gefran S.p.A. | 234 |
| 8. | Gefran S.p.A. human resources | 236 |
| 9. | Main risks and uncertainties in Gefran S.p.A. | 238 |
| 10. | Disclosure simplification | 239 |
| 11. | Proposed resolution | 240 |
| 2. Financial Statements of Gefran S.p.A. | 242 | |
| 3. Specific explanatory notes on Gefran S.p.A. | 252 | |
| Certification of annual financial statements under art.81-ter of Consob Regulation no.11971 of 14 May 1999 as amended | 313 | |
| External Auditor's Report on the Consolidated Financial Statements | 314 | |
| External Auditor's Report on the Annual Financial Statements of Gefran S.p.A. | 322 | |
| Board Of Statutory Auditors' Report To The Shareholders' Meeting Of Gefran S.P.A. | 330 |
GEFRAN S.p.A.
Share capital 14,400,000 fully paid up. Registered offices in Provaglio d'Iseo (BS), Via Sebina, no. 74 Tax code and Brescia Companies' Register No. 03032420170
Shareholders are summoned to an Ordinary Shareholders' Meeting scheduled for 4 pm on 21 April 2023, in a single summons, in the registered office of GEFRAN S.p.A. at Via Sebina, no. 74, Provaglio d'Iseo (BS), to discuss and resolve on the following.
5. Report on Remuneration Policy and Pay. Consultation on the second section of the Report under paragraph 6 of art.123-ter of Legislative Decree no. 58/1998.
6. Appointment of the Board of Directors. Determination of the number of members of the Board of Directors.
Determination of the duration of the office.
For the Board of Directors
Chairwoman
Maria Chiara Franceschetti
Gefran Group
Dear Shareholders,
The financial statements presented for your approval are the result of a year that saw the Gefran Group, on the one hand, achieve very good financial performance in its most historic and traditional scope of business, and on the other, focus on an important change in the light of the sales agreement signed in August, which led to the sale of the motion control business.
The Group's turnover at 31 December 2022 was equal to 134.4 million Euro, an increase of 13.3% compared to the previous year, while EBIT of 17.5 million Euro (13% of revenues) compares with 15.8 million Euro in 2021 (13.3% of revenues). The Group's net profit was just under 10 million Euro (7.4%) and the year ended with a positive NFP of 24.3 million Euro. Finally, the investments made amounted to EUR 6.3 million.
The efforts made on the sale of the business unit did not take management's focus away from revenue growth and profitability. In a year marked by severe and meaningful international tensions, we cannot fail to mention the upheaval of the war in Ukraine and, despite the energy crisis and the ongoing critical nature of the supply chain, Gefran has been able to guarantee continuity of production while maintaining high levels of service to customers and gaining new ones. We have improved efficiency and production capacity by far exceeding the figure of one million finished products placed on the market, thanks also to the investments made that allowed the Group to evolve and automate its manufacturing processes.
The focus on the future allowed us to address and overcome the uncertainties of 2022: tangible proof of this are the new products that were placed on the market during the year among which Twiist, the first multi-variable contactless position sensor, and static units and power controllers with IO link digital protocol. The drive towards innovation has also led to three patent applications and has significantly expanded the relationship with start-ups and research institutions.
Gefran Group
The significant results achieved were possible thanks to the skills, commitment and value expressed by all collaborators of our company. For this reason, last November in a situation characterised by a significant rise in the cost of living, we chose to allocate a total of €1.3 million for our people, for all Gefran people, providing meaningful and substantial support to families. We believe that companies are the major drivers of change and evolution, and we are aware of our economic and social responsibility and we are setting an example called the "Gefran Way".
The Fly Performance project was launched as part of the strategic sustainability plan: the structured human development system based on evaluation and feedback, starting with the FLY Competence Matrix. Gefran's DNA thus consolidates a motivational lever of alignment of our work together. For the second year in a row, we are proud to be recognized as "Leader of #Sustainability" in Italy according to the survey prepared by Statista in conjunction with "Il Sole 24 Ore" newspaper. Being aware of the centrality of sustainability issues for our company's industrial success, we have increased our commitment by implementing a new strategic sustainability plan that, starting from the pillars of the one launched in 2020, broadens its spectrum and expected impacts.
With the approval of the Annual Financial Report at 31 December 2022, the three-year term of office of the Board of Directors will be completed, and the Shareholders' Meeting of 21 April will be asked to appoint a new administrative body.
We would like to take this opportunity to thank all the outgoing members of the Board of Directors for their excellent work and the professionalism expressed in a climate of great trust and transparency: their contribution has been constructive and fundamental in achieving the objectives of our plan.
We close with some notes on the stock. During the last quarter of the year, the buyback plan was implemented (which at the end of the year saw Gefran S.p.A. hold 53,273 shares) to support the stock and to support any extraordinary M&A transactions if conditions for pursuing them are met. The stock's performance during the year followed the evolution of the primary benchmarks, always remaining below expected levels, thus not reflecting the results and the plan to sell the motion control business.
Finally, the Board of Directors has resolved, and proposed to the Shareholders' Meeting, the distribution of a dividend of 0.40 Euro per share, in line with expectations and higher than last year.
Thank you for your trust in Gefran. We are optimistic about the future as we feel we are a part of the company that we are building and growing every day by creating value.
Chairwoman
Maria Chiara Franceschetti
Chief Executive Officer
Marcello Perini
Honorary Chairman Ennio Franceschetti Vice Chairman Andrea Franceschetti Chief Executive Officer Marcello Perini Director Daniele Piccolo Director Monica Vecchiati (*) Director Cristina Mollis (*) Director Giorgio Metta (*)
Chairwoman Maria Chiara Franceschetti Vice Chairwoman Giovanna Franceschetti
(*) Independent directors pursuant to the Consolidated Law on Finance (TUF) and the Corporate Governance Code
Chairwoman Roberta Dell'Apa Standing auditor Primo Ceppellini Standing auditor Luisa Anselmi
Alternate auditor Stefano Guerreschi Alternate auditor Simona Bonomelli
Monica Vecchiati Daniele Piccolo Giorgio Metta
Cristina Mollis Monica Vecchiati Daniele Piccolo
Giovanna Franceschetti Marcello Perini Cristina Mollis
PricewaterhouseCoopers S.p.A.
10
On 21 April 2016, the ordinary shareholders' meeting of Gefran S.p.A. engaged the external auditor PricewaterhouseCoopers S.p.A. to audit the separate Annual Financial Report of Gefran S.p.A., as well as the Consolidated Annual and Half-yearly Financial Reports of the Gefran Group for a period of nine years until the approval of the financial statements report for 2024, in accordance with Italian Legislative Decree 39/2010.
The Board of Directors currently in office has nine members, as resolved by the 28 April 2020 Ordinary Shareholders' Meeting, which appointed the members of the Company's Board of Directors listed at the start of this section. The entire Board will remain in office until the approval of the 2022 financial statements.
Pursuant to Article 19 of the Articles of Association, the Board of Directors is vested with the widest powers for the ordinary and extraordinary management of the Company, without limitation and therefore with the power to carry out all acts considered necessary to implement and achieve the corporate purpose, excluding only those strictly reserved by law to the Shareholders' Meeting. In particular, the Board is exclusively responsible for, among other things, examining and approving strategic, business and financial plans, and the Group's structure; the Board also oversees operating performance, and pays particular attention to possible conflicts of interest.
The Chairman of the Board of Directors is the Company's legal representative, pursuant to Article 21 of the Articles of Association. In its meeting on 28 April 2020 the Board of Directors granted the Honorary Chairman Ennio Franceschetti certain powers relating to the strategic coordination of the Company. It also granted powers of legal representation and other powers to Chairwoman Maria Chiara Franceschetti and Chief Executive Officer Marcello Perini. Vice Chairman Andrea Franceschetti and Vice Chairwoman Giovanna Franceschetti have been awarded powers in specific corporate areas.
The Board of Directors met thirteen times in 2022.
Pursuant to Article 23 of the Articles of Association, the Board of Statutory Auditors comprises three standing auditors and two deputy auditors, who shall remain in office for three years and may be re-elected. The current Board of Statutory Auditors was appointed by the Shareholders' Meeting of 27 April 2021 for three years, until the approval of the 2023 annual financial statements.
The Board of Statutory Auditors is tasked with monitoring compliance with the law and the memorandum of association, proper management of the Company and the appropriateness of the internal control system. It also attends Board of Directors' meetings and Shareholders' Meetings.
The Board of Statutory Auditors met nine times in 2022.
The Committee is tasked with supporting, by conducting the appropriate preliminary work, the assessments and decisions of the Board of Directors in relation to the internal control and risk management system, as well as those relating to the approval of interim and annual financial reports. In its meeting of 28 April 2020, the Board of Directors appointed the members of the committee, as stated at the beginning of this section.
The Committee met five times in 2022.
The Committee submits proposals or expresses opinions to the Board of Directors on the remuneration of executive directors, other directors with special duties and managers with strategic responsibilities and sets performance objectives associated with the variable component of their remuneration; it also monitors the application of the decisions adopted by the Board, checking in particular that the performance objectives are actually achieved.
The Committee also expresses opinions to the Board of Directors regarding its size and composition and recommendations regarding the professional figures included on the Board.
In its meeting of 28 April 2020, the Board of Directors appointed new members of the committee, as described at the beginning of this section.
At its December 16, 2021 meeting, the Board of Directors appointed Cristina Mollis as Chairwoman of the Committee, following the loss of the independence requirements of Director Daniele Piccolo.
The Committee met three times in 2022.
12
In May 2020, the Board of Directors of Gefran Spa formally set up a Sustainability Committee among its board committees and approved its regulations. Gefran's Sustainability Committee is responsible for supervising all the Group's sustainability activities and reporting on its progress to the Board of Directors.
The Sustainability Committee met three times in 2022.
Gefran S.p.A. is not subject to management and coordination pursuant to Article 2497 et seq. of the Civil Code, since the following indicators that the Company may be subject to the management and control of others are non-existent:
Unless specified otherwise, the amounts shown below refer solely to continuing operations, as described in the introduction to the Report on Operations.
| (Euro /000) | 31 December 2022 |
31 December 2021 |
4Q 2022 | 4Q 2021 | ||||
|---|---|---|---|---|---|---|---|---|
| Revenues | 134,427 | 100.0% | 118,598 | 100.0% | 32,878 | 100.0% | 31,493 | 100.0% |
| EBITDA | 24,636 | 18.3% | 22,454 | 18.9% | 3,642 | 11.1% | 4,764 | 15.1% |
| EBIT | 17,514 | 13.0% | 15,814 | 13.3% | 1,795 | 5.5% | 3,090 | 9.8% |
| Profit (loss) before tax | 17,636 | 13.1% | 15,658 | 13.2% | 998 | 3.0% | 3,159 | 10.0% |
| Result from operating activities | 13,452 | 10.0% | 11,915 | 10.0% | 1,425 | 4.3% | 2,315 | 7.4% |
| Net profit (loss) from assets held for sale and disposed |
(3,464) | -2.6% | 1,777 | 1.5% | 567 | 1.7% | 792 | 2.5% |
| Group net profit (loss) | 9,988 | 7.4% | 13,692 | 11.5% | 1,992 | 6.1% | 3,107 | 9.9% |
| (Euro /000) | 31 December 2022 | 31 December 2021 |
|---|---|---|
| Invested capital from operations | 62,695 | 57,967 |
| Invested capital from assets held for sale and disposed | 3,758 | 24,311 |
| Net working capital | 21,602 | 17,808 |
| Shareholders' equity | 90,723 | 85,538 |
| Net debt relating to operations | 24,270 | 3,374 |
| Net debt relating to assets held for sales and disposed | - | (114) |
| (Euro /000) | 31 December 2022 | 31 December 2021 |
|---|---|---|
| Operating cash flow from operations | 22,989 | 19,563 |
| Operating cash flow from assets held for sale and disposed |
(3,085) | 7,815 |
| Investments in operations | 6,316 | 7,434 |
| Investments in assets held for sale and disposed | 646 | 1,472 |
15
In addition to the standard financial schedules and indicators required under IFRS, this document includes reclassified schedules and alternative performance indicators. These are intended to enable a better assessment of the Group's economic and financial management. However, these tables and indicators must not be considered as a substitute for those required under IFRS.
Specifically, the alternative indicators used in the notes to the income statement are:
Alternative indicators used in the notes to the statement of financial position are:
− Deferred tax assets
/ Working capital: the algebraic sum of the following items in the statement of financial position:
This Annual financial report is presented in a manner consistent with the same document at 31 December 2021 and in continuity with the half-yearly financial report at 30 June 2022, given that the Board of Directors of Gefran S.p.A., the Parent Company, resolved on 1 August 2022 to sign a framework agreement for the sale of the motion control business to the WEG Group in Brazil.
The scope of the agreement comprises Gefran Drives and Motion S.r.l. based in Gerenzano (Italy) and Siei Areg GmbH based in Pleidelsheim (Germany), both subsidiaries, as well as the motion control business units of Gefran Siei Drives Technology Co Ltd based in Shanghai (China) and Gefran India Private Ltd based in Pune (India).
Founded in 1961, the WEG group operates globally, manufacturing electrical and electronic equipment that is mainly used to produce capital goods. The Group is capable of combining various types and sizes of electric motor with drives and controls, to create complex automation systems. Present in 135 countries, with production plants in 12 of them, WEG employs over 37,000 persons and, in 2021, generated revenues of 23.6 billion Brazilian reals; accordingly, WEG is ranked among the world's leading operators in the sector.
Given its internationally-recognised leadership in the industrial motors and drives sector, WEG will guarantee not only the industrial continuity of the motion control business - fundamental for Gefran - but also the concrete possibility that its potential will be enhanced by exploiting fully the technological know-how developed by Gefran Drives and Motion S.r.l. over the past twenty years.
For Gefran, the operation fits well with the strategic evolution of the Group, which is focused on strengthening its business in long-established and strategic sectors: sensors and automation components, where Gefran has invested most heavily in recent years and where the Group seeks to accelerate growth significantly, both organically and externally.
Consistent with the provisions of IFRS 5 "Non-current assets held for sale and discontinued operations", the economic results, assets and liabilities of this disposal group have been classified separately, in specific lines of the income statement and the statement of financial position. In line with this principle, the comparative economic and financial data has also been reclassified accordingly. As a consequence, this Report focuses mostly on the performance of continuing operations, while the operational, economic and financial results from the assets held for sale and discontinued are described in separate paragraphs.
It should be noted that, with effect from 1 March 2023, the companies Gefran Siei Asia Pte Ltd and Gefran Siei Drives Technology Co Ltd will assume new names, respectively Gefran Asia Pte. Ltd and Gefran Automation Technology (Shanghai) Co. Ltd.
The Gefran Group operates in two main business areas: industrial sensors and automation components. For each of them, it carries out design, production and marketing activities through various sales channels. Following the operation described in the introduction to this Report, the principal activities of the motion control business are now classified as "Held for sale and discontinued", pursuant to IFRS 5.
The Group offers a complete range of products and tailored turnkey solutions in numerous automation sectors. About 67% of revenues are generated abroad.
The Sensors business offers a complete range of products for measuring four physical parameters of position, pressure, force and temperature - which are used in many industrial sectors.
Gefran stands out for its technological leadership. It produces primary components internally and boasts a comprehensive product range that is unique worldwide. Gefran is world leader in certain product families. The Sensors business generates about 77% of its revenues abroad.
The electronic components business is divided into three product lines: instrumentation, power controllers and automation platforms (operator interfaces, PLCs and I/O modules). These components are widely used in the control of industrial processes. As well as supplying products, Gefran offers its customers the possibility of designing and supplying tailored turnkey automation solutions through a close strategic partnership during the design and production stages.
Gefran stands out for its expertise in hardware and software acquired in over thirty years of experience. Gefran is one of the main Italian manufacturers in these product lines and generates around 41% of its revenues through exports.
The motion control business develops products and solutions to regulate speed and control AC, DC and brushless electric motors. Products (inverters, armature converters and servo drives) guarantee maximum performance in terms of system precision and dynamics. These products are used in a variety of applications, including lift control, cranes, metal rolling lines, and in paper, plastics, glass and metal processing.
Through the integration of advanced capabilities and flexible hardware and software configurations, Gefran provides advantageous solutions for customers and target markets, optimising both technology and costs. The motion control business generates about 67% of its revenues abroad.
| Company | Production of sensors |
Production of automation components |
Production of drives (asset classified held for sale) |
Central services |
Marketing |
|---|---|---|---|---|---|
| Gefran S.p.A. | × | × | × | × | |
| Gefran Soluzioni S.r.l. | × | × | |||
| Elettropiemme S.r.l. | × | × | |||
| Gefran Inc | × | × | |||
| Gefran France SA | × | ||||
| Gefran Deutschland GmbH | × | ||||
| Gefran Brasil Eletr. Ltda | × | × | |||
| Gefran UK Ltd | × | ||||
| Gefran Benelux NV | × | ||||
| Gefran Siei Asia Pte Ltd | × | ||||
| Gefran Siei Drives Technology Co Ltd | × | × | × | ||
| Gefran India Private Ltd | × | × | |||
| Sensormate AG | × | × | |||
| Axel S.r.l. | × | × |
A brief description of Gefran S.p.A. and the Gefran Group subsidiaries included in the scope of consolidation, with their main characteristics as of 31 December 2022, is provided below:
The Parent Company Gefran S.p.A., with registered offices in Provaglio di Iseo (BS), Italy, is controlled by Fingefran S.r.l. Gefran S.p.A has the divisions sensors and automation components, as well as central support functions such as procurement, logistics, administration, finance, control, legal, public relations, IT systems and human resources.
Gefran Soluzioni S.r.l., with its registered office in Provaglio d'Iseo (BS), is 100% directly controlled by the Parent Company. It was created in April 2015 by the spin-off of the company branch of Gefran S.p.A. that designs and produces systems and panels for industrial automation. On 23 January 2019 it purchased 100% of the shares in the company Elettropiemme S.r.l., owned by Ensun S.r.l., which is in turn 50% owned by Gefran S.p.A.
Elettropiemme S.r.l., with its registered office in Trento, is 100% owned directly by Gefran Soluzioni S.r.l. and indirectly by Gefran S.p.A. It is concerned with the design, production and installation of electrical panels and equipment.
Gefran Inc., with its registered office in Charlotte (NC), USA, is 100% directly owned by the Parent Company, and operates in its production facility in North Andover (MA), where Melt pressure sensors are made. Gefran Inc. is the second largest producer of melt pressure sensors in the US. It sells its own products in North America, along with the Gefran Group's sensors and automation components products.
Gefran France S.A., with its registered office in Saint-Priest, France, is 99.9% directly owned by the Parent Company. It sells the Gefran Group's sensors and automation components products in France.
Gefran Brasil Eletroelectronica Ltda, with its registered office in Sao Paulo, Brazil, is 99.9% controlled by the Parent Company, with the remaining 0.1% controlled indirectly through Sensormate A.G. Gefran Brasil sells sensors and automation components products and has an assembly line for controllers and solid-state relays serving the local market.
Gefran Deutschland GmbH, with its registered office in Seligenstadt, Germany, is 100% owned by the Parent Company. Gefran Deutschland sells sensors and automation components in Germany, Europe's largest market for equipment manufacturers.
Gefran Benelux NV, with its registered office in Olen, Belgium, is 100% directly owned by the Parent Company. In addition to the Gefran sensors and components, it also sells dedicated systems for the oil installations sector.
Sensormate AG, with its registered office in Aadorf, Switzerland, is 100% directly owned by the Parent Company. It was acquired in 2013 and took on its current form in 2014, after the merger with Gefran Suisse S.A. It produces strategically important load cells and sensors, which supplement the Group's other products in the business. It sells sensors and automation components in Switzerland.
Gefran UK Ltd., with its registered office in Warrington, United Kingdom, is 100% directly owned by the Parent Company. Gefran UK focuses on the sale of sensors and automation components in the UK.
Gefran Siei Asia Pte Ltd, with its registered office in Singapore, is 100% directly owned by the Parent Company and distributes its entire product range. With effect from 1 March 2023, the company will take the name of Gefran Asia Pte. Ltd.
Gefran Siei Drives Technology Co Ltd, with its registered office in Shanghai, China, is 100% owned by Gefran Siei Asia Pte Ltd and indirectly owned by Gefran S.p.A. The company has assembled lower-power drives for the lifting market since 2004 and has also assembled a number of sensor lines since 2009, primarily for the local market. The company branch dedicated to the design, production and sale of motion control products, included in the scope of the operation described in the introduction, was sold to WEG (Changzhou) Automation Equipment Co. Ltd, the Chinese subsidiary of the WEG Group, on January 3, 2023. It should also be noted that, with effect from 1 March 2023, the company will go by the name of Gefran Automation Technology (Shanghai) Co. Ltd.
Gefran India Private Ltd, with its registered office in Pune, India, is 99.975% directly controlled by the Parent Company, with the remaining 0.025% controlled indirectly through Sensormate AG. The company distributes Gefran products in India. Since 2016, it has assembled motion control products for the Indian lifting market. The business unit dedicated to the production and sale of motion control products is included in the scope of the transaction described in the introduction and was sold to WEG Industries (India) Private Limited, the Indian subsidiary of the WEG group, on 1 March 2023.
Important associated companies as of 31 December 2022 included Axel S.r.l., with its registered office in Dandolo (VA), a company concerned with the production and sale of application software for industrial automation, of which Gefran owns a 15% share.
On 31 December 2022, the subscribed and paid-up share capital was 14,400,000.00 Euro, divided into 14,400,000 ordinary shares, with a nominal value of 1.00 Euro per share. No further financial instruments have been issued.
| Type of shares | No. of shares |
% of share capital | Listed | Rights and obligations |
|---|---|---|---|---|
| Ordinary shares | 14,400,000 | 100 | Euronext STAR MILAN | ordinary |
Parent company Gefran S.p.A. has been listed on the Milan Stock Exchange since 9 June 1998, and in 2001 joined the "STAR" (Segmento Titoli con Alti Requisiti) segment of the Automated Stock Market for small to mid-sized companies that meet specific transparency, liquidity and corporate governance requirements. On 31 January 2005 this segment was renamed ALL STARS, taking on the name FTSE Italia STAR following the 1 June 2009 merger of Borsa Italiana with the London Stock Exchange before being given its current name, Euronext STAR Milan.
Data updated to the last dividend distribution May 2022
The performance of the stock and volumes traded in the last 12 months are summarised below:
27
Gefran Group
With reference to the framework agreement described in the introduction to this Annual financial report, and compliant to the application of IFRS 5 "Non-current assets held for sale and discontinued operations", the economic results and assets/liabilities associated with agreement have been reclassified to specific lines of the income statement and statement of financial position. In order to ensure the comparability of data, the related amounts for comparative periods have also been reclassified in the same way.
Consequently, the following paragraphs of this document illustrate and discuss the results of continuing operations. The results of the assets reclassified as "Held for sale and discontinued" are described in separate paragraphs.
The residual revenues and costs, being those beyond the scope of the sale agreement, have been allocated to the sensors business.
The income statement for the fourth quarter of 2022 is shown below, compared with the income statement for the fourth quarter of 2021.
| 4Q 2022 | 4Q 2021 | Var. 2022-2021 | |||
|---|---|---|---|---|---|
| (Euro /000) | Total | Total | Value | % | |
| a | Revenues | 32,878 | 31,493 | 1,385 | 4.4% |
| b | Increases for internal work | 223 | 529 | (306) | -57.8% |
| c | Consumption of materials and products | 10,646 | 10,153 | 493 | 4.9% |
| d | Added Value (a+b-c) | 22,455 | 21,869 | 586 | 2.7% |
| e | Other operating costs |
5,973 | 5,961 | 12 | 0.2% |
| f | Personnel costs | 12,840 | 11,144 | 1,696 | 15.2% |
| g | EBITDA (d-e-f) | 3,642 | 4,764 | (1,122) | -23.6% |
| h | Depreciation, amortisation and impairment | 1,847 | 1,674 | 173 | 10.3% |
| i | EBIT (g-h) | 1,795 | 3,090 | (1,295) | -41.9% |
| l | Gains (losses) from financial assets/liabilities |
(801) | 58 | (859) | n.s. |
| Gains (losses) from shareholdings valued at | |||||
| m | equity | 4 | 11 | (7) | -63.6% |
| n | Profit (loss) before tax (i±l±m) | 998 | 3,159 | (2,161) | -68.4% |
| o | Taxes | 427 | (844) | 1,271 | n.s. |
| p | Result from operating activities (n±o) | 1,425 | 2,315 | (890) | -38.4% |
| Net profit (loss) from assets |
|||||
| q | held for sale and disposed |
567 | 792 | (225) | -28.4% |
| r | Group net profit (loss) (p±q) | 1,992 | 3,107 | (1,115) | -35.9% |
Revenues in the fourth quarter of 2022 amounted to 32,878 thousand Euro, compared to 31,493 thousand Euro in the same period of the previous year, increased by 1,385 thousand Euro (equal to 4.4%), which would be 397 thousand Euro (equal to 1.3%) net of the positive effect of exchange-rate changes.
Order collection in the fourth quarter of 2022 was slightly lower than in the comparative period of 2021 (10.1% overall), due to a downturn in orders obtained by sensors business (-10.7%), like for the automation components business (-9.1%).
The table below shows a breakdown of revenues by geographic region in the fourth quarter:
| 4Q 2022 | 4Q 2021 | Var. 2022-2021 | ||||
|---|---|---|---|---|---|---|
| (Euro /000) | Value | % | Value | % | Value | % |
| Italy | 11,467 | 34.9% | 11,224 | 35.6% | 243 | 2.2% |
| European Union | 9,423 | 28.7% | 8,784 | 27.9% | 639 | 7.3% |
| Europe non-EU | 1,426 | 4.3% | 1,136 | 3.6% | 290 | 25.5% |
| North America | 3,410 | 10.4% | 2,453 | 7.8% | 957 | 39.0% |
| South America | 1,220 | 3.7% | 919 | 2.9% | 301 | 32.8% |
| Asia | 5,827 | 17.7% | 6,865 | 21.8% | (1,038) | -15.1% |
| Rest of the world | 105 | 0.3% | 112 | 0.4% | (7) | -6.3% |
| Total | 32,878 | 100% | 31,493 | 100% | 1,385 | 4.4% |
The breakdown of revenues for the quarter by geographical region reveals growth in nearly all of the main geographical regions served by the Group: particularly Italy (+2.2%), Europe (+9.4% overall) and the Americas (+20.8% overall). This last region benefited in particular from fluctuations in the exchange rates for the US dollar and the Brazilian real (without which growth would have been 4.6%). As in the previous quarters, revenues from Asia (-15.1%) continued to fall.
30
Below is a breakdown of revenues in the fourth quarter by business area in comparison with the same period in the previous year:
| (Euro /000) | 4Q 2022 | 4Q 2021 | Var. 2022-2021 | ||||
|---|---|---|---|---|---|---|---|
| Value | % | Value | % | Value | % | ||
| Sensors | 20,614 | 62.7% | 20,919 | 66.4% | (305) | -1.5% | |
| Automation components | 14,345 | 43.6% | 12,473 | 39.6% | 1,872 | 15.0% | |
| Eliminations | (2,081) | -6.3% | (1,899) | -6.0% | (182) | 9.6% | |
| Total | 32,878 | 100% | 31,493 | 100% | 1,385 | 4.4% |
Revenues were up for the automation components business (+15%), due to the increase in sales volumes mainly concentrated in Italy, while there was a slight decline in revenues from the sensors business (-1.5%), impacted by lower sales in Asia and Italy.
Increases for internal work in the fourth quarter of 2022 amounted to 223 thousand Euro, reflecting a reduction compared with the same period in the previous year (306 thousand Euro). This item represents the new product development costs incurred in the period that have been capitalised.
Added value in the quarter amounted to 22,455 thousand Euro (21,869 thousand Euro in the same quarter in 2021), corresponding to 68.3% of revenues and slightly lower than in the same period of the previous year (-1.1%). The growth in added value, totalling 586 thousand Euro, reflects the increase in revenues.
Other operating costs for the fourth quarter 2022 amounted to 5.973 thousand Euro substantially in line with the figure for fourth quarter 2021, but with an impact on revenues that were improving and equal to 18.2% (18.9% in the same quarter of the previous year). The quarter saw an increase in commercial costs for trade fairs, while variable costs, such as for external work, were lower in relation to sales volumes.
Personnel costs pertaining to the quarter, equal to 12,840 thousand Euro, were 1,696 thousand Euro higher than in the comparative period of the previous year, when they totalled 11,144 thousand Euro. As a percentage of revenues, the ratio was 39.1% (35.4% in the fourth quarter 2021). It should also be noted that in the fourth quarter of the year, a one-off contribution was granted to all Group employees (a total of Euro 1,300 thousand was allocated), as an additional contribution to offset the significant increase in the cost of living and the impact on household budgets.
EBITDA in the fourth quarter of 2022 amounted to 3,642 thousand Euro (4,764 thousand Euro in the same quarter of 2021), corresponding to 11.1% of revenues (15.1% of revenues in 2021), which was lower than in the same quarter of the previous year by 1,122 thousand Euro. The increases in operating costs and personnel costs with respect to the comparative period are only partially consistent with the growth in revenues generated by the higher volume of sales.
Depreciation, amortisation and impairment amount to 1,847 thousand Euro in the quarter, compared with 1,674 thousand Euro in the same period of the previous year, reflecting an increase of 173 thousand Euro.
EBIT in the fourth quarter 2022 is positive by 1,795 thousand Euro (5.5% of revenues), as compared to an EBIT of 3,090 thousand Euro in the same period in 2021 (9.8% of revenues), a decrease of 1,295 thousand Euro. As with EBITDA, this change reflects the increase in sales, which was eroded by the higher operating costs and depreciation charges incurred with respect to the comparative quarter.
Charges from financial assets/liabilities in the fourth quarter of 2022 equals 801 thousand Euro (in the fourth quarter of 2021 income totalling 58 thousand Euro were recorded), including:
totalling 8 thousand Euro, similar to the fourth quarter 2021.
Gains (losses) from shareholdings valued at equity reflect the results reported by Axel S.r.l. and amounted to 4 thousand Euro. Income in the fourth quarter of 2021 totalled 11 thousand Euro.
Taxes had a positive balance of 427 thousand Euro in the quarter (as compared to a negative balance of 844 thousand Euro in the fourth quarter 2021). The above amounts are analysed below:
The Result from operating activities in the fourth quarter of 2022 amounted to 1,425 thousand Euro, compared with 2,315 thousand Euro in the same period of the previous year, down by 890 thousand Euro.
The Net profit from assets held for sale and discontinued in the fourth quarter of 2022 was 567 thousand Euro. This includes the net profit (570 thousand Euro) of the companies and business units held for sale under the framework agreement, signed on 1 August 2022, for the transfer of the motion control business to the WEG Group. It also includes the net accounting effects expected from this outright sale; in particular, the results for the third quarter include certain negative adjustments (3 thousand Euro) made with respect to the initial estimate.
The Group net profit in the fourth quarter of 2022 amounted to 1,992 thousand Euro, compared with a net profit of 3,107 thousand Euro in the same period of the previous year. This increase, negative by 1,115 thousand Euro mainly reflects the improved results from continuing operations, as well as the accounting recognition of net effects expected on disposal of the assets held for sale.
The Group's results at 31 December 2022 are shown below, compared with those recorded at 31 December 2021.
| 31 December 2022 |
31 December 2021 |
Var. 2022-2021 | |||
|---|---|---|---|---|---|
| (Euro /000) | Total | Total | Value | % | |
| a | Revenues | 134,427 | 118,598 | 15,829 | 13.3% |
| b | Increases for internal work | 907 | 1,276 | (369) | -28.9% |
| c | Consumption of materials and products | 39,958 | 35,298 | 4,660 | 13.2% |
| d | Added Value (a+b-c) | 95,376 | 84,576 | 10,800 | 12.8% |
| e | Other operating costs |
23,545 | 20,779 | 2,766 | 13.3% |
| f | Personnel costs | 47,195 | 41,343 | 5,852 | 14.2% |
| g | EBITDA (d-e-f) | 24,636 | 22,454 | 2,182 | 9.7% |
| h | Depreciation, amortisation and impairment | 7,122 | 6,640 | 482 | 7.3% |
| i | EBIT (g-h) | 17,514 | 15,814 | 1,700 | 10.7% |
| l | Gains (losses) from financial assets/liabilities |
98 | (176) | 274 | n.s. |
| m | Gains (losses) from shareholdings valued at equity | 24 | 20 | 4 | 20.0% |
| n | Profit (loss) before tax (i±l±m) | 17,636 | 15,658 | 1,978 | 12.6% |
| o | Taxes | (4,184) | (3,743) | (441) | -11.8% |
| p | Result from operating activities (n±o) | 13,452 | 11,915 | 1,537 | 12.9% |
| q | Net profit (loss) from assets held for sale and disposed |
(3,464) | 1,777 | (5,241) | n.s. |
| p | Group net profit (loss) (p±q) | 9,988 | 13,692 | (3,704) | -27.1% |
Revenues at 31 December 2022 equalled 134,427 thousand Euro, as compared to 118,598 thousand Euro in the previous year, revealing an increase of 15,829 thousand Euro (equal to 13.3%), which would be 11,582 thousand Euro (9.8%) net of the positive effect of changes in exchange rates.
Despite the emergence of critical events that have been reflected in the global economic framework, to mention a few, the outbreak of the Russian-Ukraine conflict, discontinuity in the supply of raw materials, both as regards electronic components (mostly coming from the Far East) and in relation to commodities, such as metal items (both aluminium and steel), the increase in costs in general, mainly due to the rise in inflation and the intensification of the pandemic in certain geographical regions, especially in the first half of the year, and especially in Asia, the Group has been able to consolidate the growth trend in revenues, as seen in 2021. Technological leadership, in-depth knowledge of industrial processes, the ability to serve the market and a strong focus on customers' needs are just some of the success factors that have contributed to the steady increase in sales volumes and enabled the Group to react vigorously, taking full advantage of the market trends signalled by the first signs of recovery from the Covid-19 pandemic. Revenues for the year 2022 were higher than in the comparative period of 2021 across all business lines and main geographical regions served.
By analysing the 2022 orders received compared to the 2021 orders received, an overall increase is revealed. Despite the last quarter's performance, there was a contraction. Overall, there was an increase in the value of incoming orders for automation components lines (+7.8%) and sensors (+0.7%). The order portfolio at 31 December 2022 is up from the previous year's figure (+6.7%).
| 31 December 2022 | 31 December 2021 | Var. 2022-2021 | ||||
|---|---|---|---|---|---|---|
| (Euro /000) | Value | % | Value | % | Value | % |
| Italy | 45,046 | 33.5% | 39,584 | 33.4% | 5,462 | 13.8% |
| European Union | 36,698 | 27.3% | 31,194 | 26.3% | 5,504 | 17.6% |
| Europe non-EU | 4,816 | 3.6% | 4,084 | 3.4% | 732 | 17.9% |
| North America | 13,461 | 10.0% | 9,794 | 8.3% | 3,667 | 37.4% |
| South America | 5,690 | 4.2% | 4,176 | 3.5% | 1,514 | 36.3% |
| Asia | 28,240 | 21.0% | 29,366 | 24.8% | (1,126) | -3.8% |
| Rest of the world | 476 | 0.4% | 400 | 0.3% | 76 | 19.0% |
| Total | 134,427 | 100% | 118,598 | 100% | 15,829 | 13.3% |
The table below shows a breakdown of revenues by geographic region:
This breakdown of revenues by geographical region reveals double-digit growth in almost all areas served by the Group, particularly in Italy (+13.8%), Europe (+17.7% overall) and the Americas (+37.1% overall). This last area benefited from the effect of exchange-rate changes (US dollar and Brazilian real) that contributed to the reported increase (20.9% growth net of the exchange-rate effect). Asia was the only main region that did not follow this trend, with a contraction in the year 2022 compared with 2021 (-3.8%). This outcome would have been worse without the positive contribution made by currency dynamics (-8.6%). The contraction was compounded by the Chinese spike in Covid-19 infections during the first nine months of 2022. Fuelled by the Omicron variant, the new crisis prompted the imposition of further, even tougher restrictions under the "Zero Covid" policy. For example, new lockdowns were imposed in many areas of the country, including Shanghai where the Group has a production plant.
35
The breakdown of revenues in the period to 31 December 2022 by business area is presented below in comparison with the same period in the previous year:
| (Euro /000) | 31 December 2022 | 31 December 2021 | Var. 2022-2021 | |||
|---|---|---|---|---|---|---|
| Value | % | Value | % | Value | % | |
| Sensors | 88,557 | 65.9% | 79,365 | 66.9% | 9,192 | 11.6% |
| Automation components |
53,796 | 40.0% | 46,286 | 39.0% | 7,510 | 16.2% |
| Eliminations | (7,926) | -5.9% | (7,053) | -5.9% | (873) | 12.4% |
| Total | 134,427 | 100% | 118,598 | 100% | 15,829 | 13.3% |
Revenues were higher in all business areas served by the Group. Growth in the sensors line (+11.6% compared with that reported at 31 December 2021) reflects increased sales volumes for all product ranges, particularly industrial pressure sensors and high temperature sensors, where investment in recent years has consolidated the relevant production lines. Revenues from automation components (+16.2%) also rose, mostly in Italy and Europe, where expansion of the range offered to customers played a decisive role. This involved launching products with innovative features capable of interfacing with industrial processes developed using digital technology.
Increases for internal work during the period to 31 December 2022 amounted to 907 thousand Euro, down by 369 thousand Euro compared with the period ended 31 December 2021. This item represents the new product development costs incurred in the period that have been capitalised.
Added value in the period ended 31 December 2022 amounted to 95,376 thousand Euro (84,576 thousand Euro reported at 31 December 2021), corresponding to 71.0% of revenues and slightly lower than in the same period of the previous year (-0.3%). The growth in added value, by 10,800 thousand Euro overall, reflects the increase in revenues that was offset - albeit minimally - by the rise in raw material procurement costs, which led to a slight decrease in percentage margins.
Other operating costs in the year 2022 amounted to 23,545 thousand Euro and were in up by 2,766 thousand Euro in absolute value compared to the figure of 2021, with an impact on revenues of 17.5% (17.5% % also in 2021). There was an increase in the variable costs associated with higher sales volumes, the commercial costs related to travel and trade fairs, which in 2022 recovered after the slowdown caused by the pandemic, and utility costs due to the current contingency situation.
Personnel costs in the year 2022 total 47,195 thousand Euro, as compared to a figure of 41,343 thousand in the previous year, an increase of 5,852 thousand Euro. This increase is linked to the strengthening of the workforce: the number of employees employed by the Group in continuing operations has risen from 613 at 31 December 2021 to 646 at the end of 2022, and the average number of employees is rising (612 in the first half of 2021 and 630 in 2022). The percentage of revenues in 2022 was slightly higher at 35.1% (34.9% as of 31 December 2021). It should also be noted that in the fourth quarter of the year, a one-off contribution was granted to all Group employees (a total of Euro 1,300 thousand was allocated), as an additional contribution to offset the significant increase in the cost of living and the impact on household budgets.
EBITDA in the period ended 31 December 2022 amounted to 24,636 thousand Euro (22,454 thousand Euro reported at 31 December 2021), corresponding to 18.3% of revenues (18.9% of revenues in 2021), which was 2,182 thousand Euro higher than in the period ended 31 December 2021. The improvement in EBITDA is due to increased revenues in the period.
Depreciation, amortisation and impairment amount to 7,122 thousand Euro, compared with 6,640 thousand Euro in the same period of the previous year, reflecting an increase of 482 thousand Euro.
EBIT at 31 December 2022 was positive and amounted to 17,514 thousand Euro (13.0% of revenues), as compared to an EBIT of 15,814 thousand Euro recorded in the year 2021 (13.3% of revenues), an increase of 1,700 thousand Euro. The increase in the volume of sales has resulted in higher revenues and added value, that were only partially eroded by greater operating and personnel costs.
Income from financial assets/liabilities recognised at the end of the year 2022 totalled 98 thousand Euro (whereas on the other hand, in the year 2021 charges were recorded totalling 176 thousand Euro), and included:
Income from the measurement of investments using the equity method reflects the results reported by Axel S.r.l. and amounted to 24 thousand Euro. The comparative amount reported at the end of the 2021 2021 was 20 thousand Euro.
In 2022 taxes were negative overall and amounted to 4,184 thousand Euro (negative overall by 3,743 thousand Euro in the year 2021). The above amounts are analysed below:
The result from operating activities in the period to 31 December 2022 amounted to 13,452 thousand Euro (10% of revenues), compared with 11,915 thousand Euro in the previous year (ratio to revenues in line), up by 1,537 thousand Euro.
The Net loss from assets held for sale and discontinued in the period to 31 December 2022 totalled 3,464 thousand Euro. This includes the net loss (positive by 483 thousand Euro) of the companies and business units held for sale under the framework agreement, signed on 1 August 2022, for the transfer of the motion control business to the WEG Group. This item also includes the net accounting effects from the disposal of the business (negative by 3,947 thousand Euro, including 3,395 thousand Euro already realised and 552 Euro expected). A net profit of 1,777 thousand Euro was reported for the period to 31 December 2022.
Group net profit in the period to 31 December 2022 amounts to 9,988 thousand Euro (7.4% of revenues), compared with 13,692 thousand Euro in the previous year (11.5% of revenues), down by 3,704 thousand Euro due, mainly, to recognition of the expected net effects of outright disposal of the business described above.
The Gefran Group's reclassified consolidated statement of financial position as of 31 December 2022 may be broken down as follows:
| 31 December 2022 | 31 December 2021 | ||||
|---|---|---|---|---|---|
| (Euro /000) | Value | % | Value | % | |
| Intangible assets | 12,037 | 18.1 | 12,171 | 14.8 | |
| Tangible fixed assets | 37,924 | 57.1 | 37,277 | 45.3 | |
| Other non-current assets | 6,547 | 9.9 | 5,899 | 7.2 | |
| Net non-current assets | 56,508 | 85.0 | 55,347 | 67.3 | |
| Inventories | 20,067 | 30.2 | 14,449 | 17.6 | |
| Trade receivables | 24,183 | 36.4 | 24,752 | 30.1 | |
| Trade payables | (22,648) | (34.1) | (21,393) | (26.0) | |
| Other assets/liabilities | (10,304) | (15.5) | (9,124) | (11.1) | |
| Working capital | 11,298 | 17.0 | 8,684 | 10.6 | |
| Provisions for risks and future liabilities | (1,841) | (2.8) | (2,307) | (2.8) | |
| Deferred tax provisions | (1,029) | (1.5) | (916) | (1.1) | |
| Employee benefits | (2,241) | (3.4) | (2,841) | (3.5) | |
| Invested capital from operations | 62,695 | 94.3 | 57,967 | 70.5 | |
| Invested capital from assets held for sale and disposed | 3,758 | 5.7 | 24,311 | 29.5 | |
| Net invested capital | 66,453 | 100.0 | 82,278 | 100.0 | |
| Shareholders' equity | 90,723 | 136.5 | 85,538 | 104.0 | |
| Non-current financial payables | 7,205 | 10.8 | 16,483 | 20.0 | |
| Current financial payables | 10,469 | 15.8 | 15,059 | 18.3 | |
| Financial payables for IFRS 16 leases (current and non | 2,737 | 4.1 | 2,761 | 3.4 | |
| current) | |||||
| Financial liabilities for derivatives (current and non-current) | - | - | 88 | 0.1 | |
| Financial assets for derivatives (current and non-current) | (539) | (0.8) | - | - | |
| Other non-current financial investments | (28) | (0.0) | (67) | (0.1) | |
| Current financial receivables | - | - | (2,201) | (2.7) | |
| Cash and cash equivalents and current financial receivables | (44,114) | (66.4) | (35,497) | (43.1) | |
| Net debt relating to operations | (24,270) | (36.5) | (3,374) | (4.1) | |
| Net debt relating to assets held for sales and disposed | - | - | 114 | 0.1 | |
| Total sources of financing | 66,453 | 100.0 | 82,278 | 100.0 | |
Net non-current assets at 31 December 2022 totalled 56,508 thousand Euro, as compared with 55,347 thousand Euro on 31 December 2021. The main changes are indicated below:
Working capital at 31 December 2022 totals 11,298 thousand Euro, compared to 8,684 thousand Euro at 31 December 2021, reflecting a net increase of 2,614 thousand Euro. The main changes are indicated below:
/ inventories changed from 14,449 thousand Euro on 31 December 2021 to 20,067 thousand Euro on 31 December 2022, a net increase of 5,618 thousand Euro. This increase, mainly comprising raw materials (2,677 thousand Euro), was needed to guarantee the continuity of production at a time of uncertainty, given the low availability of "critical materials" (particularly electronic components) and the consequent extension of supply lead times; these phenomena, already evident at the start of the pandemic, have now become even more pronounced. There was also an essential increase in semi-finished and finished products (by 1,285 thousand Euro and 1,656 thousand Euro, respectively), in order to process scheduled customer orders in the coming months by the requested deadlines. Exchange-rate changes contributed 97 thousand Euro to the increase in inventories;
Provisions for risks and future liabilities total 1,841 thousand Euro after a net decrease of 466 thousand Euro since 31 December 2021. This item includes provisions for outstanding legal disputes and various other risks. In addition to the overall increase in the provision for product warranties by 35 thousand Euro, the above net decrease reflects usage of the provision for legal disputes by the Parent Company, 473 thousand Euro, to cover exchange losses and default interest arising from a legal dispute which was settled in early 2022.
Employee benefits amount to 2,241 thousand Euro, compared to 2,841 thousand Euro at 31 December 2021. The item comprises the Post-employment Benefits Reserve for employees. The figure as at 31 December 2021 also included the payable to certain Group employees who have agreed to protect the Company from any competitive activities (so-called "No-competition agreements"), terminated during 2022.
Shareholders' equity at 31 December 2022 amounted to 90,723 thousand Euro, up by 5,185 thousand Euro over the end of the year 2021. The net profit for the period, 9,988 thousand Euro, was partially absorbed by the distribution of dividends in May totalling 5,462 thousand Euro. The impacts generated by changes in the translation reserve, the stock reserve at fair value and other reserves, amounting to a total of EUR 659 thousand, were positive.
The net loss from assets held for sale and discontinued totals 3,464 thousand Euro at 31 December 2022 (net profit of 1,777 thousand Euro reported at 31 December 2021). This reflects the results of operations of the companies and business units included with the scope of the framework agreement for the sale of the motion control business, being a net gain of 483 thousand euro at 31 December 2022 (net gain of 1,777 thousand Euro in the year 2021); the total for the period ended 31 December 2022 also includes a net loss of 3,947 thousand Euro that represents the accounting effects achieved and expected from the sale of the business.
The following schedule reconciles the shareholders' equity and result for the period of the Parent Company with the related amounts reported in the consolidated financial statements:
| 31 December 2022 | 31 December 2021 | |||
|---|---|---|---|---|
| (Euro /000) | Shareholders' equity |
Result for the period |
Shareholders' equity |
Result for the period |
| Parent Company shareholders' equity and operating result |
76,821 | 9,520 | 72,367 | 9,205 |
| Shareholders' equity and operating result of the consolidated companies |
43,069 | 8,480 | 55,319 | 4,894 |
| Net profit (loss) from assets held for sale and disposed |
(3,464) | (3,464) | 1,777 | 1,777 |
| Elimination of the carrying value of consolidated investments |
(28,322) | - | (46,439) | - |
| Goodwill | 3,773 | - | 3,743 | - |
| Elimination of the effects of transactions conducted between consolidated companies |
(1,154) | (4,548) | (1,229) | (2,184) |
| Group share of shareholders' equity and operating result |
90,723 | 9,988 | 85,538 | 13,692 |
| Minorities' share of shareholders' equity and operating result |
- | - | - | - |
| Shareholders' equity and operating result | 90,723 | 9,988 | 85,538 | 13,692 |
The net financial position at 31 December 2022 is positive by 24,270 thousand Euro, improving by 20,896 thousand Euro since the end of 2021, when it was positive by 3,374 thousand Euro.
The total comprises net short-term cash and cash equivalents of 32,690 thousand Euro and net medium/long-term debt of 8,420 thousand Euro.
This item also includes the negative effect of applying IFRS 16, totalling 2,737 thousand Euro at 31 December 2022, of which 955 thousand Euro classified as current and 1,782 thousand Euro as non-current (2,761 thousand Euro at 31 December 2021, of which 1,640 thousand Euro classified as current and 1,121 thousand Euro as non-current).
No new loans were arranged during the year 2022.
The change in net financial position is due mainly to the positive cash flow from typical operations (22,989 thousand Euro), from collection after the sale of the equity interest in Gefran Drives and Motion S.r.l. And Siei Areg GmbH (22,710 thousand Euro), mitigated by expenditure on technical investments in the year (6,316 thousand Euro), by payment of dividends (5,462 thousand Euro) and by payment of interest, taxes and rental fees (totalling 7,297 thousand Euro).
| (Euro /000) | 31 December 2022 |
31 December 2021 |
Change |
|---|---|---|---|
| Cash and cash equivalents and current financial receivables |
44,114 | 35,497 | 8,617 |
| Current financial payables | (10,469) | (15,059) | 4,590 |
| Current financial payables for IFRS 16 leases | (955) | (1,640) | 685 |
| Current financial receivables | - | 2,201 | (2,201) |
| (Debt)/short-term cash and cash equivalents | 32,690 | 20,999 | 11,691 |
| Non-current financial payables | (7,205) | (16,483) | 9,278 |
| Non-current financial payables for IFRS 16 leases | (1,782) | (1,121) | (661) |
| Non-current financial liabilities for derivatives | - | (88) | 88 |
| Non-current financial investments for derivatives | 539 | - | 539 |
| Other non-current financial investments | 28 | 67 | (39) |
| (Debt)/medium-/long-term cash and cash equivalents |
(8,420) | (17,625) | 9,205 |
| Net financial position | 24,270 | 3,374 | 20,896 |
This item is analysed below:
Note that the "Other non-current financial investments" included in the "Net financial position" table comprises prepaid financial expenses. Net of this item and for the purposes of Regulation (EU) 2017/1129, the positive net financial position at 31 December 2022 is 24,242 thousand Euro, while at 31 December 2021 it was 3,307 thousand Euro.
The consolidated cash flow statement of the Gefran Group for the period ended 31 December 2022 reports a net increase in cash at hand of 8,617 thousand Euro, compared to the net reduction of 6,245 thousand Euro during the period ended 31 December 2021. These changes are analysed below:
| (Euro /000) | 31 December 2022 |
31 December 2021 |
|---|---|---|
| A) Cash and cash equivalents at the start of the period | 35,497 | 41,742 |
| B) Cash flow generated by (used in) operations in the period | 19,904 | 27,378 |
| C) Cash flow generated by (used in) investment activities | 15,738 | (8,807) |
| D) Free Cash Flow (B+C) | 35,642 | 18,571 |
| E) Cash flow generated by (used in) financing activities | (25,881) | (25,140) |
| F) Cash flow from continuing operations (D+E) | 9,761 | (6,569) |
| G) Cash flow from assets held for sale and disposed | (1,066) | (25) |
| H) Exchange rate translation differences on cash at hand | (78) | 349 |
| I) Net change in cash at hand (F+G+H) | 8,617 | (6,245) |
| J) Cash and cash equivalents at the end of the period (A+I) | 44,114 | 35,497 |
The cash flow from operations in the period was positive by 19,904 thousand Euro; in particular, continuing operations in the year 2022, net of the effect of provisions, amortisation and financial entries, generated 26,975 thousand Euro in cash (24,777 Euro in the year 2021), while the net change in other assets and liabilities in the same period provided 2,666 thousand Euro in resources (whereas in the year 2021 it had contributed 762 thousand Euro) and management of operating capital absorbed 5,189 thousand Euro in cash (4,895 thousand Euro in the previous year). The changes in provisions (risks and future liabilities, deferred taxes) in the year absorbed 1,463 thousand Euro (981 thousand Euro in 2021). The cash flow absorbed by the assets held for sale and discontin-
43
ued amounted to 3,085 thousand Euro, mainly due to the management of working capital (cash generation of 7,815 thousand Euro in 2021).
The available cash flow generated by investment activities amounted to a total of EUR 15,738 thousand. In particular, the sale of the stakes of Gefran Drives and Motion S.r.l. and Siei Areg GmbH, which took place in the fourth quarter of 2022 in relation to the framework agreement signed on 1 August 2022 for the sale of the motion control business, brought liquidity of EUR 22,710 thousand. This sum offsets for disbursements of EUR 6,316 thousand for technical investments made during the year by the continuing operating businesses. The investments made in companies and businesses included in the scope of the sale described above absorbed cash amounting to EUR 646 thousand.
Free cash flow (operating cash flow net of investment activities) amounted to 35,642 thousand Euro, compared with 18,571 thousand Euro in the period ended 31 December 2021.
Financing activities absorbed 25,881 thousand Euro, including 11,757 thousand Euro for the repayment of non-current financial payables, 5,971 thousand Euro for the payment of direct taxes and 5,462 thousand Euro for the payment of dividends.
During the year 2021 financing activities absorbed 25,140 thousand Euro, including 11,099 thousand Euro for the repayment of non-current financial payables, 1,129 thousand Euro for the payment of direct taxes and 8,480 thousand Euro for the payment of dividends.
Pursuant to IFRS 5, the comparative reclassified income statement at 31 December 2022 of the assets reclassified as "Held for sale and discontinued" is presented below.
With regard to the sale to the motion control business on 3 and 4 October 2022, the shareholdings in the Italian company Gefran Drives and Motion S.r.l. and the German company Siei Areg Gmbh were sold to WEG S.A. for a total value of EUR 19.3 million out of an overall agreement for EUR 23 million. The data reported in the paragraph therefore include the economic results of the two companies mentioned only for the first nine months of 2022, while for the year 2021 the same are for 12 months.
46
| 31 December 2022 |
31 December 2021 |
Var. 2022-2021 | |||
|---|---|---|---|---|---|
| (Euro /000) | Total | Total | Value | % | |
| a | Revenues | 36,733 | 44,437 | (7,704) | -17.3% |
| b | Increases for internal work | 436 | 985 | (549) | -55.7% |
| c | Consumption of materials and products | 21,618 | 25,823 | (4,205) | -16.3% |
| d | Added Value (a+b-c) | 15,551 | 19,599 | (4,048) | -20.7% |
| e | Other operating costs |
4,980 | 5,701 | (721) | -12.6% |
| f | Personnel costs | 8,062 | 10,198 | (2,136) | -20.9% |
| g | EBITDA (d-e-f) | 2,509 | 3,700 | (1,191) | -32.2% |
| h | Depreciation, amortisation and impairment | 1,301 | 1,429 | (128) | -9.0% |
| i | EBIT (g-h) | 1,208 | 2,271 | (1,063) | -46.8% |
| l | Gains (losses) from financial assets/liabilities |
(588) | (130) | (458) | n.s. |
| m | Impairment of assets held for sale and disposed | (3,947) | - | (3,947) | n.s. |
| n | Profit (loss) before tax (i±l±m) | (3,327) | 2,141 | (5,468) | n.s. |
| o | Taxes | (137) | (364) | 227 | 62.4% |
| p | Group net profit (loss) (p±q) | (3,464) | 1,777 | (5,241) | n.s. |
Revenues as of 31 December 2022 were 36,733 thousand Euro, compared with 44,437 thousand Euro in the same period in the previous year, revealing a drop of 7,704 thousand Euro (equal to 17.3%).
When analysing the collection of orders for the year 2022, compared with 2021, there was a total decrease (-5.4%), due to the effect of the exit from the Group of Gefran Drives and Motion S.r.l. and Siei Areg Gmbh. The order portfolio as of 31 December 2022, open at 4,703 thousand Euro, was also down compared to the previous year (-71.6%).
The table below analyses revenues for the period ended 31 December 2022 by geographical region:
| 31 December 2022 | 31 December 2021 | Var. 2022-2021 | ||||
|---|---|---|---|---|---|---|
| (Euro /000) | Value | % | Value | % | Value | % |
| Italy | 12,265 | 33.4% | 13,194 | 29.7% | (929) | -7.0% |
| European Union | 5,564 | 15.1% | 5,887 | 13.2% | (323) | -5.5% |
| Europe non-EU | 1,835 | 5.0% | 2,054 | 4.6% | (219) | -10.7% |
| North America | 7,147 | 19.5% | 9,928 | 22.3% | (2,781) | -28.0% |
| South America | 139 | 0.4% | 105 | 0.2% | 34 | 32.4% |
| Asia | 9,598 | 26.1% | 12,238 | 27.5% | (2,640) | -21.6% |
| Rest of the world | 185 | 0.5% | 1,031 | 2.3% | (846) | -82.1% |
| Total | 36,733 | 100% | 44,437 | 100% | (7,704) | -17.3% |
The breakdown of revenues by geographical region shows a reduction in Italy (-7%) and in Europe (overall -6.8%), but contractions in the Americas (down overall by 27.4%), linked principally to contract work, and in Asia (-21.6%) due, in particular, to the impact of the "Zero-Covid" policy and new lockdowns during 2022 that also affected the Shanghai production plant.
Increases for internal work at 31 December 2022 amount to 436 thousand Euro, falling by 549 thousand Euro with respect to the figure at 31 December 2021. This item represents the new product development costs incurred in the period that have been capitalised.
Added value at 31 December 2022 amounted to EUR 15,551 thousand and corresponds to 42.3% of revenues. This compares with the figure of EUR 19,599 thousand in 2021 and 44.1% of revenues. Higher raw material procurement costs contributed to the drop in the percentage margin (-1.8%). The exit of Gefran Drives and Motion S.r.l. and Siei Areg Gmbh from the Group in early October 2022 led to a decrease in sales volumes compared to 2021, resulting in an impact on the added value achieved in the year.
Other operating costs in the year 2022 amounted to 4,980 thousand Euro (13.6% of revenues) compared with the figure for the previous year, equal to EUR 5,701 thousand (12.8%). Although we are less in absolute terms, their percentage impact on revenues is up.
Personnel costs of EUR 8,062 thousand recorded in 2022 compare with EUR 10,198 thousand in 2021. It is down in both absolute terms (2,136 thousand Euro) and in terms of percentage incidence on revenues (21.9% in 2022 and 22.9% in 2021).
EBITDA at 31 December 2022 is positive by 2,509 thousand Euro (3,700 thousand Euro at 31 December 2021), representing 6.8% of revenues (8.3% of revenues in 2021), down Euro 1,191 thousand compared to the previous year. As a result of the decrease in EBITDA, the exit of Gefran Drives and Motion S.r.l. and Siei Areg Gmbh from the Group in early October 2022, which, as described above, resulted in lower revenues and lower added value, not fully offset by lower operating costs compared to the previous year.
The item Depreciation, amortisation and impairment totalled 1,301 thousand Euro, as compared to 1,429 thousand Euro in the previous year, a decrease of 128 thousand Euro.
EBIT was positive at EUR 1,208 thousand at 31 December 2022 (3.3% of revenues), compared with an EBIT of EUR 2,271 thousand in the year 2021 (5.1% of revenues). The change is essentially linked to the same dynamics described for EBITDA.
Charges from financial assets/liabilities in the year 2022 amounts 588 thousand Euro (130 thousand Euro at 31 December 2021). They were mostly due to net exchange losses incurred on foreign currency transactions.
The write-down of assets held for sale and discontinued, recognised in the period ended 31 December 2022 pursuant to IFRS 5, reflects the gross accounting effects of selling the motion control business. These effects are partly achieved (for the sale of the shares of Gefran Drives and Motion S.r.l. and Siei Areg GmbH), and partly estimated (in relation to the sale of the motion control business units of Gefran Siei Drives Technology and Gefran India), and amounted to a loss of EUR 3,947 thousand, before taxes.
In 2022, the taxes allocated to assets held for sale and discontinued were negative and amounted to EUR 137 thousand (a total negative by EUR 364 thousand in the year 2021).
The Net loss of the disposal groups held for sale and discontinued for the period to 31 December 2022 is 3,464 thousand. In addition to the operating loss of the business subject to the disposal agreement (positive by 483 thousand Euro), the above total includes the net effects expected from its disposal, being an estimated loss of 3,947 thousand Euro. A net profit of 1,777 thousand Euro was reported for the period to 31 December 2021.
The financial position of the assets reclassified as "Held for sale and discontinued" pursuant to IFRS 5 is presented below:
| (Euro /000) | 31 December 2022 | 31 December 2021 |
||
|---|---|---|---|---|
| Value | % | Value | % | |
| Intangible assets | 36 | 1.0 | 3,266 | 13.4 |
| Tangible fixed assets | 341 | 9.1 | 9,730 | 40.0 |
| Other non-current assets | - | - | 682 | 2.8 |
| Net non-current assets | 377 | 10.0 | 13,678 | 56.3 |
| Inventories | 2,637 | 70.2 | 13,590 | 55.9 |
| Trade receivables | 1,615 | 43.0 | 11,101 | 45.7 |
| Trade payables | (777) | (20.7) | (11,339) | (46.6) |
| Other assets/liabilities | (18) | (0.5) | (1,199) | (4.9) |
| Working capital | 3,457 | 92.0 | 12,153 | 50.0 |
| Provisions for risks and future liabilities | (60) | (1.6) | (353) | (1.5) |
| Employee benefits | (16) | (0.4) | (1,167) | (4.8) |
| Net invested capital from assets held for sales and disposed |
3,758 | 100.0 | 24,311 | 100.0 |
| Shareholders' equity | 3,758 | 100.0 | 24,197 | 99.5 |
| Current financial payables | - | - | 2,203 | 9.1 |
| Financial payables for IFRS 16 leases (current and non-current) | - | - | 246 | 1.0 |
| Current financial receivables | - | - | (2,109) | (8.7) |
| Cash and cash equivalents and current financial receivables | - | - | (226) | (0.9) |
| Net debt relating to assets held for sales and disposed | - | - | 114 | 0.5 |
| Total sources of financing | 3,758 | 100.0 | 24,311 | 100.0 |
Net non-current assets at 31 December were 377 thousand Euro, compared with 13,678 thousand Euro at 31 December 2021. The main changes are indicated below:
Working capital at 31 December was EUR 3,457 thousand and refers to the balance sheet balances allocated to the motion control business unit of Gefran Siei Drives Technology and Gefran India. This may be compared with the balance at 31 December 2021, equal to 12,153 thousand Euro, showing an overall decrease of 8,696 thousand Euro. The main changes are indicated below:
/ trade receivables amounted to 1,615 thousand Euro, down 9,486 thousand Euro compared with 31 December 2021, when they amounted to 11,101 thousand Euro; zeroing of receivables sold in the fourth quarter of 2022 led to an overall decrease in the item by 11,547 thousand Euro;
/ trade payables amounted to 777 thousand Euro, down 10,562 thousand Euro with respect to the balance at 31 December 2021, which amounted to 11,339 thousand Euro; zeroing of the payables of the companies sold in the fourth quarter of 2022 led to an overall decrease in the item of 8,825 thousand Euro;
Provisions for risks and future liabilities amounted to EUR 60 thousand, down compared to the figure at 31 December 2021, amounting to EUR 353 thousand. This item related to the provisions for product warranty and for agents' commissions. The balance as at 31 December 2022 relates to the product warranty provision allocated to the motion control business unit of Gefran Siei Drives Technology.
Employee benefits amount to 16 thousand Euro, compared to 1,167 thousand Euro on 31 December 2021. This item includes the post-employment benefit reserve for the employees of the business units covered by the agreement to sell the motion control business unit, in particular Gefran India. The decrease compared to the previous year reflects the effects of the exit from the Group of Gefran Drives and Motion S.r.l. in the fourth quarter of 2022.
Net financial position at 31 December 2022 was zero, while it was negative by EUR 114 thousand at 31 December 2021.
The total gross technical investments made by the Group in 2022 amounted to EUR 6,962 thousand (EUR 8,906 thousand in 2021) and relate to:
Annual financial report at 31 December 2022
52
The investments carried out by the Group in continuing operations alone are summarised below by type and geographical region:
| (Euro /000) | 31 December 2022 | 31 December 2021 |
|---|---|---|
| Intangible assets | 1,524 | 1,689 |
| Tangible assets | 4,792 | 5,745 |
| Total | 6,316 | 7,434 |
| 31 December 2022 | 31 December 2021 | |||
|---|---|---|---|---|
| (Euro /000) | intangible | tangible assets |
intangible | tangible assets |
| Italy | 1,503 | 4,226 | 1,680 | 5,063 |
| European Union | 5 | 112 | 2 | 46 |
| Europe non-EU | 7 | 18 | - | 16 |
| North America | - | 52 | - | 199 |
| South America | 4 | 168 | 7 | 54 |
| Asia | 5 | 216 | - | 367 |
| Total | 1,524 | 4,792 | 1,689 | 5,745 |
The investments carried out by the companies and business units included among the assets held for sale and discontinued are summarised below by type and geographical region:
| (Euro /000) | 31 December 2022 | 31 December 2021 |
|---|---|---|
| Intangible assets | 448 | 987 |
| Tangible assets | 198 | 485 |
| Total | 646 | 1,472 |
| 31 December 2022 | 31 December 2021 | |||
|---|---|---|---|---|
| (Euro /000) | intangible | tangible assets |
intangible | tangible assets |
| Italy | 448 | 195 | 987 | 485 |
| European Union | - | 3 | - | - |
| Total | 448 | 198 | 987 | 485 |
The following sections comment on the performance of the individual continuing business areas.
To ensure correct interpretation of figures relating to the individual activities, it should be noted that:
Please refer to paragraph 11 of the notes to the Consolidated Financial Statements for an examination of the balance sheet by business area.
The year 2022 was marked by a return of visits to customers and attending trade fairs in person (including the SPS in Parma, the K in Dusseldorf, the Bauma in Munich, the SPS in Nuremberg), which saw a higher number of exhibitors and visitors, although the digital version is confirmed as a consolidated practice with significant efficiency and effectiveness. One exception is China, still characterised by a strong pandemic state, which suffered further lock-down periods in 2022 with rules for very long quarantine and the total absence of trade fairs in person.
The year 2022 was yet another year of strong growth for the sensor business, despite the slowdown in Asia, China in particular.
The business performed very well, confirming the trust placed in Gefran by long-standing customers, with growing volumes and turnover, as well as in terms of new customers gained, who have chosen Gefran as a partner, both in the sectors where the Group has historically been the leader, and in the field of new applications (for example, the hydraulic cylinder sector, Mobile Hydraulics). The chance to grow the market share in core applications, with opportunities to reach new customers or expand existing ones with cross-selling actions, continues to be the focus of the sales network of the business, which is expected to allow solid and sustainable development even n the years to come. Gefran continues its commitment to growth in new vertical markets, transferring these successes to all the geographical regions where the Group operates, either directly or through sales partners. In particular, 2022 marked a significant growth performance in the North American market, but also in Turkey, Spain and Scandinavia. The focus will continue to be on further expanding the business proactively into the new sectors such as renewable (solar) energy, sustainable mobility (hydrogen), and transport and logistics infrastructure (mobile hydraulics).
Gefran's strategic commitment is focused on developing markets such as China and South-east Asia (India, Taiwan, Korea as well as Indonesia, Malaysia and Thailand to mention some of the countries), as well as on opportunities in Europe, for example in Germany and Austria where Gefran has historically been present both directly as a guarantee of first-rate technical and commercial support, and with its partner distributors, thanks to long-standing relations. Inbound and digital presence marketing campaigns will be intensified in 2023, as they were in 2022, with the launch of the new Portal but also with recruitment of specific figures for commercial marketing and business development, in dedicated geographical regions and specific initiatives with the simultaneous aim of promoting successful case histories, applications where the benefits acquired by the customer are measurable and tangible, as well as new technological solutions that will make the Group stand out on the market.
Thanks to the presence or development of Media Partner, the company continues its path as a member of trade associations in the vertical focus markets, and new distinctive features of the product portfolio are promoted, as well as success cases in collaboration with leading customers in the target market, in order to increase the knowledge and dissemination of the brand and the distinctive strategic elements of the Group.
The year 2022 was also dedicated to the optimization of IT tools to support business governance, including Customer Relationship Management software, the use of which was standardized throughout the Group, in order to facilitate the sharing of information, and to enable effective support to the four fundamental guidelines of the business strategy, fundamental for the future:
The development of digital skills also sees the use of platforms such as LinkedIn and SalesNavigator, considered useful tools to promote interaction in the blogs dedicated to technology (e.g. the IO-Link protocol) and to reach key people more quickly and on time, generate leads and create new business opportunities.
The year 2022 saw, in the sensors business as elsewhere, in continuity with what happened in 2021, the intensification and worsening of the risk of possible discontinuities in the supply of raw materials, both electronic components (mostly from the Far East) and commodities, such as metal items (aluminium and steel). A strong strategic asset of expertise and product knowledge has been the key factor in achieving excellent performance despite the emergency. The synergic work of various company departments made it possible to pursue new technological avenues, expand the horizon of the company's choices and introduce new supply opportunities, supported by industrial processes in operation that have been able to support and guarantee an adequate level of customer service. This feature will allow for remaining competitive despite the highly uncertain supply chain.
Factories supporting the business were further modernised in 2022, with the introduction of additional automation and digital technologies such as robotics, vision systems and full-proof quality control, with significant investments, expected to continue in the coming years, supporting the expected growth in volumes and reflected in long-term plans. As a result, up-skill or re-skill of both female and male staff allows for reaping the most benefits from these technologies at factories where skills enable companies like Gefran to excel in the world.
R&D activities to support the continuity of production but also the development of new products, as well as projects planned in the operations area, were carried out in with the timing and targets set out in the 2022 investment plan; this will allow for seizing further business growth opportunities, supporting and increasing the production capacity of business facilities, globally.
The sensors business reaffirms itself as a significant and driving force for the Group, in a market char acterised by high demand in which Gefran aims to respond to all its customers' different needs quickly and satisfactorily, fulfilling growing demand from existing customers while supporting new customers in different types of applications.
The table below shows the key economic figures:
| (Euro /000) | 31 | 31 | Var. 2022 - 2021 | Var. 2022 - 2021 | ||||
|---|---|---|---|---|---|---|---|---|
| December 2022 |
December 2021 |
Value | % | 4Q 2022 | 4Q 2021 | Value | % | |
| Revenues | 88,557 | 79,365 | 9,192 | 11.6% | 20,614 | 20,919 | (305) | -1.5% |
| EBITDA | 20,460 | 17,853 | 2,607 | 14.6% | 3,182 | 3,841 | (659) | -17.2% |
| % of revenues | 23.1% | 22.5% | 15.4% | 18.4% | ||||
| EBIT | 16,295 | 13,984 | 2,311 | 16.5% | 2,107 | 2,852 | (745) | -26.1% |
| % of revenues | 18.4% | 17.6% | 10.2% | 13.6% |
The revenues of the sensors business are analysed by geographical region below:
| (Euro /000) | 31 December 2022 | 31 December 2021 | Var. 2022 - 2021 | ||||
|---|---|---|---|---|---|---|---|
| Value | % | Value | % | Value | % | ||
| Italy | 20,846 | 23.5% | 17,816 | 22.4% | 3,030 | 17.0% | |
| Europe | 28,756 | 32.5% | 24,697 | 31.1% | 4,059 | 16.4% | |
| America | 13,976 | 15.8% | 10,509 | 13.2% | 3,467 | 33.0% | |
| Asia | 24,674 | 27.9% | 26,061 | 32.8% | (1,387) | -5.3% | |
| Rest of the world | 305 | 0.3% | 282 | 0.4% | 23 | 8.2% | |
| Total | 88,557 | 100% | 79,365 | 100% | 9,192 | 11.6% |
The revenues of the business unit during the period ended 31 December 2022 amounted to 88,557 thousand Euro, which was more than in the period ended 31 December 2021, when they amounted to 79,365 thousand Euro. This 11.6% increase includes the effect of exchange-rate differences (positive by 2,995 thousand Euro), without which growth of 7.8% would have been reported.
These results were achieved due to the investments made in recent years, focused on product and market development, and to the ability to maintain a high level of service. Both these factors have made it possible to benefit in full from the growth opportunities that have arisen. As a result, the growth in revenues achieved throughout the prior year has been consolidated, despite elements of uncertainty linked to the pandemic (lockdowns in some areas of China, for example) and events with potentially adverse economic effects (the outbreak of the Russia-Ukraine conflict, to name but one).
With reference to the risk of possible discontinuity in the supply of raw materials, competence and indepth knowledge of the product have been fundamental, as well as the synergy between the various company functions, which has made it possible to promptly navigate new technological roads, widen the panorama of choices of materials and introduce new supply opportunities, with the support of the industrial processes of operation that have been able to adapt. These are the key factors that have made it possible to ensure an adequate level of service and contributed to business development.
All geographical regions served by the business unit achieved revenue growth, particularly Europe (+16.4% overall) and Italy (+17%). The revenues generated in the Americas were significantly higher (+33% overall), in part due to the performance of the Brazilian real and the US dollar (excluding which, growth of 17.7% would have been reported). By contrast, the revenues of the business unit earned from customers in Asia have declined (-5.3%) due, with specific reference to the Chinese market, to the pandemic containment measures adopted in 2022, pursuant to the Zero Covid policy, which have hampered its commercial relations.
New orders for the year 2022, amounting to a total of EUR 86,483 thousand, rose overall compared to the figure for 2021 (+0.7%), despite the fact that some initial signs of a slowdown had been noticed since the third quarter, and became more marked in the
Investments in 2022 total 3,678 thousand Euro and include 668 thousand Euro in investments in intangible assets, 386 thousand Euro of which was for research and development in new products. The remainder was for the purchase of software programmes and licences.
Increases in tangible assets amounted to 3,010
last quarter of the year. The backlog at 31 December 2022 was higher than the previous year's figure (+5.6%), but down from the first half of 2022 (-17.3%).
Turning to the fourth quarter of 2022, revenues amounted to 20,614 thousand Euro, down by 1.5% compared with the same period in 2021, when they totalled 20,919 thousand Euro.
EBITDA for the period ended 31 December 2022 amounted to 20,460 thousand Euro (23.1% of the business unit's revenues), up by 2,607 thousand Euro compared with the period ended 31 December 2021, when it was 17,853 thousand Euro (22.5% of revenues). The change in EBITDA is explained by the growth in sales volumes, as only partially offset by increased operating costs related to the higher volumes achieved.
EBIT for the year 2022 amounted to 16,295 thousand Euro, equal to 18.4% of revenues, compared with 13,984 thousand Euro in the same period of the previous year (17.6% of revenues), an increase of 2,311 thousand Euro. The change was attributable essentially to the increase in revenues.
Comparing the figures by quarter, EBIT in the fourth quarter of 2022 amounted to 2,107 thousand Euro (10.2% of revenues), compared with 2,852 thousand Euro (13.6% of revenues) in the same quarter of 2021.
Lastly, the effect of adopting IFRS 16 has caused the sensors business to reverse leasing charges of 589 thousand Euro (520 thousand Euro reversed at 31 December 2021) and recognise right-of-use depreciation of 570 thousand Euro (510 thousand Euro recorded at 31 December 2021).
thousand Euro, including 2,618 thousand Euro invested by the Parent Company, including 768 thousand Euro for modernisation of factories and 1,722 thousand Euro for the purchase of production equipment to increase the capacity and efficiency of production. Investment by Group subsidiaries totalled 392 thousand Euro, primarily reflecting the purchase of equipment by the US and Chinese subsidiaries.
The year 2022 has been a year of growth for the components business, which benefited from (i) the push from new products launched on the market in previous years, (ii) the growth in technical and sales skills in some geographical regions that allowed the company to approach new applications and new customers, (iii) the company's ability to maintain production continuity and high level of service in a context of great uncertainties regarding supplies.
The new products launched on the market have proved to be competitive, thanks to the combination of features (some of which are very innovative) and price positioning. Customers find Gefran to be a technological partner prepared to support them in the digital evolution of their machinery and plants. This has made it possible to strengthen our relationship with existing customers and to acquire new ones. The company has been able to tackle new applications thanks to the renewed performance of the products.
During 2022, sales efforts focused on specific geographical regions such as Europe (Italy, France and Germany), the United States of America and Brazil, where resources with specific expertise of the business focused on generating new opportunities. In addition, China, the strengthening of the local sales organization has allowed for development of important growth and development opportunities, by identifying some particularly interesting businesses for the future, such as those related to the semiconductor industry.
The year 2022 was characterized by the "shortage" of electronic components, requiring a great concentration to procure what was necessary for production through the main sources of supply and for finding alternative sources of supply when the main sources were not available. This was accompanied by intense re-engineering work involving a significant number of products, with the aim of ensuring the continuity of production and service. The growth of our business in the market should also be seen as appreciation by customers of this distinctive ability of our Group.
During the year, in line with what was done in previous years, new products were released in the market with new innovative features particularly appreciated by end users. The new products were particularly related to the product lines of static units and Power Controllers for which the product offer has been expanded both by adding new families to the catalogue, and by developing special executions at the request of certain customers.
The intensity of the effort made for the development of new products and the introduction of innovative features will remain unchanged in 2023 and will embrace not only our lines of static units and power controllers but also the instrument segment, renewing, among other things, the components dedicated to programmable automation solutions (such as digital I/O).
The objective for 2023, regarding the commercial development of the markets, is once again our concentration on Europe (Italy, France and Germany), the United States of America, Brazil and China. The effort put into identification of significant opportunities in industrial applications other than the traditional ones for the Group will continue to play a crucial role. In order to achieve this goal, efforts will be increased by the local marketing functions which were strengthened in the course of 2022 in all subsidiaries operating in the targeted territories.
Constant monitoring of the level of customer satisfaction remains crucial to maintain and improve the competitiveness of this business line. For this reason, during the year 2022 a number of production islands were fully automated in order to respond to rising demand with reliability and efficiency. The evolution of Industry 4.0 production processes (automation and digitisation) is a process that will continue in 2023 with introduction of additional automated islands to support production capacity.
The table below shows the key economic figures:
| 31 | 31 | Var. 2022 - 2021 | Var. 2022 - 2021 | |||||
|---|---|---|---|---|---|---|---|---|
| (Euro /000) | December 2022 |
December 2021 |
Value | 4Q 2022 4Q 2021 % |
Value | % | ||
| Revenues | 53,796 | 46,286 | 7,510 | 16.2% | 14,345 | 12,473 | 1,872 | 15.0% |
| EBITDA | 4,176 | 4,601 | (425) | -9.2% | 460 | 923 | (463) | -50.2% |
| % of revenues | 7.8% | 9.9% | 3.2% | 7.4% | ||||
| EBIT | 1,219 | 1,830 | (611) | -33.4% | (312) | 238 | (550) | -231.1% |
| % of revenues | 2.3% | 4.0% | -2.2% | 1.9% |
| (Euro /000) | 31 December 2022 | 31 December 2021 | Var. 2022 - 2021 | |||
|---|---|---|---|---|---|---|
| Value | % | Value | % | Value | % | |
| Italy | 31,598 | 58.7% | 28,078 | 60.7% | 3,520 | 12.5% |
| Europe | 12,942 | 24.1% | 10,968 | 23.7% | 1,974 | 18.0% |
| America | 5,286 | 9.8% | 3,596 | 7.8% | 1,690 | 47.0% |
| Asia | 3,799 | 7.1% | 3,526 | 7.6% | 273 | 7.7% |
| Rest of the world | 171 | 0.3% | 118 | 0.3% | 53 | 44.9% |
| Total | 53,796 | 100% | 46,286 | 100% | 7,510 | 16.2% |
The revenues of the automation components business are analysed by geographical region below:
The revenues of the business unit in the period to 31 December 2022 amounted to 53,796 thousand Euro, up by 16.2% compared with those for the period ended 31 December 2021. The business obtained competitive advantages and was able to benefit in full from the signs of recovery thanks to the new approach to customers adopted by the sales network, making use of digital tools, and the work carried out in the technical area on the development of new product families (such as the new SSR static units), as well as the application of new and more modern functions to existing products (in the areas of connectivity and diagnostics for example, or the reduction of energy consumption and the maintenance required following machine stoppages). These efforts have enhanced the competitiveness of the business, which was able to benefit from the growth opportunities offered by the market. The upward trend in revenues, which began in the last quarter of 2020 and continued throughout 2021 when sales returned to pre-pandemic levels, also continued during 2022. This trend was supported by the ability of the business to tackle supply chain issues in an effective manner, thanks to in-depth knowledge of the product and the synergies of different areas of the company. This allowed for maintaining an adequate level of service and increasing sales volumes.
The revenues of all the main geographical regions served by the business unit are greater than in the year 2021, with particular reference to Italy (+12.5%) and Europe (+18%). Revenues from America (+47%) were also up, benefiting from the favourable performance of the US dollar and Brazilian real currencies, net of which revenue growth would have been lower (+25.7%).
The total orders received in2022 amounted to 46,566 thousand Euro, higher than the total for the previous year (+7.8%). However, there was a slowdown in the third quarter, which worsened in the final quarter of the year (-9.1% compared to the same quarter of 2021). The backlog at 31 December 2022 is up compared to the value recorded at 31 December 2021 (+9.1%) but is lower than the figure for the first half of 2022 (-15.5%).
In the fourth quarter of 2022, revenues amounted to 14,345 thousand Euro, 15% higher than in the same period in the year 2021, when they came to 12,473 thousand Euro.
EBITDA for the period ended 31 December 2022 rose to 4,176 thousand Euro (equal to 7.8% of revenues), which dropped by 425 thousand Euro compared to the figure reported at 31 December 2021, of 4,601 thousand Euro (9.9% of revenues). Despite the fact that revenues are increasing, lower capitalisations of internal costs, the decrease in the percentage margin achieved on sales (including higher raw materials prices) and higher operating costs (especially personnel costs) all contributed to the decrease in EBITDA.
EBIT of the year 2022 is positive and amounts to 1,219 thousand (2.3% of revenues). By comparison, EBIT in the period to 31 December 2021 was positive by 1,830 thousand Euro (4% of revenues). The decrease, totalling 611 thousand Euro, is a result of the dynamics described above.
Comparing the figures by quarter, EBIT in the fourth quarter of 2022 was negative and amounted to 312 thousand Euro (-2.2% of revenues), compared with 238 thousand Euro (1.9% of revenues) in the fourth quarter of 2021.
Also note that adoption of accounting standard IFRS16 led the automation components business unit to reverse leasing fees of 493 thousand Euro (459 thousand on 31 December 2021) and enter 478 thousand Euro in amortisation of usage rights (437 thousand Euro at 31 December 2021).
Investments made during 2022 totalled 2,428 thousand Euro. Investments in intangible assets amounted to 745 thousand Euro, of which 449 thousand Euro reflects capitalisation of the cost of developing the new range of controllers and solid-state relays. The remainder was for the purchase of software programmes and licences.
Investments in tangible fixed assets amounted to 1,683 thousand Euro, including 1,208 thousand Euro invested by the Parent Company for new machinery to enhance both production capacity and the efficiency needed for new products, improve factory buildings and renew electronic office machines and IT equipment.
The Gefran Group invests significant financial and human resources in product research and development. In 2022, about 4% of revenues were invested overall in these activities, considered strategic to maintain the products' high level of technology and innovation and ensure the level of competitiveness required by the market.
Research and development are concentrated in Italy, at the laboratories in Provaglio d'Iseo (BS). R&D is managed by the technical area and includes development of new technologies, evolution of the characteristics of existing products, product certification and the design of custom products at the request of specific customers.
The cost of technical personnel involved in these activities, consultancy and materials used is charged in full to the income statement, except for the capitalisation of costs that meet the requirements of IAS 38. Costs identified for capitalisation according to the above requirements are deferred indirectly by recording "Increases for internal work" in the income statement.
The sensors area focused its activity in 2022 on further expanding the offering of products in the areas of certification and connectivity, focusing on high-end melt sensors and on the launch of sensors with digital connectivity for use in Industry 4.0 architecture.
With particular regard to the products in the Melt range, current development projects seek to expand the geographical focus of certifications, by leveraging the IECEx certification obtained in 2020 that is needed to obtain multiple regional certifications. In particular, the Factory Mutual (FM) Explosion Proof certification obtained back in 2021, which is needed to compete in the US market, has been supplemented with Sil 2 and PL'd' certifications that focus on applications with special functional safety requirements.
With regard to connectivity applied to Industrial pressure sensors, a version of the KS probe with IO-Link protocol has been released. This new product, named KS-I, replaces traditional analogue connections so that the benefits of digitalisation can now be delivered deep inside machines. IO-Link is actually the smart connectivity solution with the best cost-benefit performance, offering advantages in terms of cabling, self-parameterisation and acyclic data generation, which are all indispensable for Industry 4.0.
In the last quarter of the year, the Twiist linear position sensor was launched, based on unique transduction technology in the market and characterized by the ability to measure and match additional magnitudes, such as angular speed and linear acceleration. Both primary transduction technology and the correlation of multivariable measures are patented. Thanks to the variety of analogue communication protocols, IO Link and CanOpen, Twiist is suitable for integration into architectures of industrial machines and assembly on various types of vehicles (agricultural, building machinery, etc.).
Research and development work in the field of automation components focused on the projects described below.
For the instrumentation range, attention was focused on the development of specific functionalities for the pharmaceuticals sector. In particular, the evolution of the 2850T-3850T controllers that began in 2021 has been completed, with the development of advanced registration functionalities, recipe management and graphics features. Due to the release of software compliant with the requirements of standard CFR21 (the US standard that represents a global reference for the pharma sector), Gefran 2850T-3850T controllers can now be used for specific pharma and biotech applications, as well as in certain segments of the cosmetics and food processing sectors.
The Gefran portfolio of power controllers has been expanded with the addition of motorstarters, a new family of products that joins the existing families of SSR units and power controllers. The first product in the new family of motorstarters is G-Start, which was launched in May 2022. This compact motorstarter, available with different three power ratings, is designed for auxiliary automation solutions, such as fans, moving specific parts of machines and transportation. In plastics sector, G-Start can handle ventilated cooling, thus supplementing the established Gefran range focused on the control of heating during processes (injection, extrusion etc.).
Lastly, work has continued on extending the SSR platform launched in 2020, which features very small units. The evolution of the SSR platform has focused on developing modular products that make heavy use of common architectural elements (e.g. power modules) and can be produced using highly automated processes. This platform started out with the launch of the GRS-H in 2020, which was followed in late December 2021 by the GRP-H: the first solid-state relay unit in the world with IO-Link connectivity that can be configured using a smartphone (NFC interface). The GRP-H obtained additional certifications in the first half of 2022; furthermore, new variants of the GRS-H were released and development work continued on the new two products in this family of SSR units. Finally, in the course of the year, the GRM-H single-phase power controller was launched, also equipped with IO Link connectivity and based on the same product architecture as GRS-H and GRP-H.
With regard to the motion control business reclassified as "Held for sale" pursuant to IFRS 5, operations are carried out at Gerenzano (VA) plant in Italy and focus in two principal directions. On the one hand, development of the standard catalogue, enriched with new Industry 4.0 functionalities for connectivity, safety and security; on the other, the implementation of custom products that satisfy the ad hoc technical performance requirements of market leaders in the industrial sector. During 2022, even greater emphasis was placed on the development of new technologies that improve product performance and allow the addition of new functions and services (such as remote assistance and preventive maintenance). These activities were carried out both by an inhouse team and in collaboration with universities and research centres.
The Group realises that the team spirit of all the workers who share in its organisation, goals and strategies has made a major contribution to its success. The health and safety of workers, of third parties working permanently on the company's premises, and of everyone working under the company's control is a matter of primary importance for the effective, orderly pursuit of the company's general goals and the specific goals of various company functions. This commitment is confirmed and signed through the "Health, Safety and Environment" policy, covering the entire Group, which outlines the principles guiding management of these issues. Protection of employees' safety, health and well-being and the environment are key values in the organisation of the Group's activities, creating added value for all its internal and external stakeholders.
The objectives set and the ways in which they are reached will require everyone to make the required effort on all levels, shared and periodically verified.
In the year 2022, Gefran maintained a series of actions it had begun in response to the Covid-19 pandemic in the previous two-year period aimed at limiting the risk of contagion in the workplace, ensuring that its employees and external collaborators enjoy the best health and safety conditions, and, at the same time, ensuring business continuity in its factories. The most significant measures taken include:
/ cleaning initiatives involving intensified sanitisation of the premises and widespread availability of products for sanitisation of the hands and of shared workstations;
/ use of agile working (with remote working), particularly at times of increased intensity of the epidemic, and in a more flexible form during less acute phases;
Centralised management of the supply chain, implemented in 2020 and aided by synergies of supply among Group companies, was maintained with the aim of optimising procurement of materials and PPE required to prevent the spread of Covid-19. This made it possible to ensure harmonised, consistent management in all Group companies, in all countries, especially where there was particular difficulty obtaining these materials.
These measures have proven effective, ensuring the health and safety of employees and the operational continuity of all company functions.
Despite the extraordinary situation described above, training continued at various levels on the protection of health and safety in the workplace, by means of both internal skills and the support of an external team of health and safety professionals. The Group's concrete commitment to health and safety is confirmed in the activities managed by the organisation, namely:
In the area of environment and the impact of its activities, the Group wishes to develop all aspects of environmental awareness, striving to achieve a constant balance between business activities and managing impacts on the environment, in all fields of application. Gefran is perfectly aware that development of an economic strategy aimed at reducing environmental impact is of fundamental importance not only for the environment and future generations but for its own success. The Group believes that improvement of its environmental performance will offer significant commercial and economic benefits, while at the same time satisfying demand for improvement in the context in which the Group operates. This approach to reducing environmental risks and focus on climate change characterises all operations.
Although Gefran is not considered an energy-intensive company, third-party audits and the continuous analysis of energy consumption, allowed by the installation of monitoring systems, highlighted the areas in which the most energy is consumed. As a result, an energy efficiency plan has been launched by making various improvements:
As in previous years, in 2022 the Group confirmed its commitment to separate collection of wastes for recycling on all its premises. In the Group's Italian premises in particular, once again this year the information regarding waste disposal and its complete independence from the services provided by the various municipalities involved led to recovery of the variable portion of solid urban waste disposal taxes.
In 2020 the Group also committed itself to coming up with concrete projects pertaining to the global objectives of the UN 2030 Agenda (SDGs), in the conviction that it can contribute to "ensuring that everyone has access to economic, reliable, sustainable and modern energy systems" and "adopting urgent measures to combat climate change and its consequences". Confirming the importance of these issues, and with the aim of implementing the projects defined in the Strategic Sustainability Plan, the company's organisation now includes an integrated "Quality, Safety and Environment" function with expertise at the Group-wide level, aimed at creating an integrated and harmonised management system for Q-HSE areas, which had in the past been managed independently by individual entities. The function was further strengthened, both at organisational level and in terms of acquisition of skills, and worked on harmonising the approaches and methods of management of the Group's various Italian companies in relation to the most important aspects of occupational health and safety and environment. In 2022, the preparation of the system was stepped up to bring Gefran to obtain environmental certification (ISO 14001), health and safety (ISO 45001) and social accountability (SA8000), which it is hoped will be obtained during 2023.
The Group at 31 December 2022 had a total workforce of 659, a decrease of 127 compared to the end of 2021.
With regard to the framework disposal agreement described in the introduction, the companies and business units included within the scope of this transaction had a total of 173 people at 31 December 2021. Following the sale of the shares of Gefran Drives and Motion S.r.l. and Siei Areg GmbH, a total of 160 employees left, bringing the exact number to 13 at 31 December 2022.
Solely with regard to continuing operations, the year 2022 was characterised by an overall turnover rate for the Group of 21.7%. As of 31 December 2022, for continuing businesses only, there are 646 employees, while changes during the year can be summarised as follows:
FLY is the Gefran Talent Academy focusing on development of people's strong points. Its purpose is to develop and support people's distinctive skills and talents over time.
Gefran addresses this major challenge with the systematic aim of developing its employees. Talent is not considered an identity, but a unique set of individual characteristics, skills and abilities, aligned with Gefran Way and consistently with the organisation required to implement the Group's business strategy.
Gefran uses a variety of tools and methods targeting both its existing staff and new employees.
FLY includes specific programmes for development of potential, including:
Gefran also continues to offer opportunities for students and recent secondary school and university graduates. It has various collaborative ventures with universities and secondary schools. Gefran offers curricular and extra-curricular apprenticeships and school/work agreements and opportunities for students to begin work in the areas they have studied, leading to possible employment compatibly with the company's capacity and the talent demonstrated.
FLY Youth is a session for recent graduates who are progressively being integrated in the company due to generational turnover. It includes a programme called "4x4", consisting of 4 laboratories on the development of 4 fundamental soft skills (focusing on results, ability to cooperate, communication, self-management), held with the guidance of external teachers and coaches. The programme also includes sessions held by managers of the company's key business functions promoting a vision of Gefran as a "corporate system". At the end of the training programme, participants in FLY Youth put themselves to the test in a contest for specific projects, one of which resulted in the creation of "INNOWAY", an open innovation programme sponsored by the Region of Lombardy.
These young people, guided by senior mentors, participate in and act as the driving force behind initiatives for research or presentation of the company in the country's principal universities.
FLY is not only Gefran's Academy for talent development, recognised as one of the best in Italy by the financial newspaper Il Sole24 Ore; in 2022 it also became a hub for sharing ideas, experiences, best practices and cooperation.
Gefran promotes talent by focusing on readiness to innovate and renew, a concept that is given concrete meaning in the pragmatic work Gefran's people do together every day. The Group has always invested in its employees' development, knowing that its competitiveness depends on each individual's contribution to achieving common goals.
In order to ensure integration and uniformity in terms of development and training for people at all levels of the organisation, Academy initiatives were completed by kenFLY, FLY's digital hub. Employees in all countries throughout the entire Group have access to this platform for practising their skills and know-how, and for exchanging experience and knowledge. KenFLY is inspired by the need to promote development of talent in the FLY Gefran Talent Academy in an equal way among all members of the organisation, on the basis of an open and responsible approach. Through kenFLY, the Group commits to reinforcing and com-
pleting its training methodology based on individual strengths, bearing in mind that inclusiveness and value of diversity, considered in terms of appreciation of individuals' talent and characteristics, are key themes.
Through kenFLY, employees can make use of training content focusing on the six skill areas that make up the matrix of Gefran's expertise. Each employee can make use of the content he or she deems most interesting, and at the same time the company can create targeted and tailor-made paths. It is possible to view and be aware of which strengths are being trained the most, and which areas could be successfully improved, using a common language shared by the entire Group that empowers people in their own training and provides clear, structured feedback.
The platform, which has already received awards and acknowledgements (shortlisted for an innovation award of the Observatory of Politecnico di Milano; She SPS Italia Award 2022, winner of Idee Contest by Confindustria for Bergamo Brescia Capital of Culture 2023), and its communication, learning and engagement dynamics were designed taking into account the cultural characteristics and the peculiar characteristics of each generation. One of these is the gamification of the learning process through the digital game Beyond Quest and the offer of content organized in seasons: these modalities represent a unique innovation applied to vocational training.
During 2022 the FLY system was completed by FLY Performance, the performance evaluation and continuous feedback tool. It will represent a positioning radar of each person with respect to the organization's strategy and challenges, offering each individual the opportunity for continuous growth and thus improving their employability. In concrete terms, it is a transparent, structured performance management system permitting periodic analysis and comparison of the assessment of performance and development of skills, as well as the sharing of structured feedback. It is based on the matrix of competences, which is shared. The goal the Group pursues through this integrated system is twofold: strengthening people's cross-sectoral skills and techniques while, at the same time, activating and empowering the management team, strengthening their aptitude for mentoring and providing continuous feedback thanks to growing employability.
The company is all about people, and professional development is an essential factor in responding to the risk of losing talent, know-how, and skills, and therefore opportunities and competitiveness.
Aware of this, the company has implemented a series of initiatives. Plans for ensuring employee engagement and loyalty include welfare (such as the organisational well-being programme "WELLFRAN People in Gefran"), through which the company o ffers products, services and initiatives that aim to improve the quality of people's experience in the company in balance with private life.
In terms of communications, inspiration and engagement, all employees are offered participatory occasions such as the distribution of videos and essential summaries of best-selling books on fundamental cross-sectoral skills, involving people with the aid of surveys and sharing of messages, best practice and experiences.
New employees are encouraged to participate through a special induction process to help them become familiar with processes, products/services and people in their own department and in interdependent functions.
The introduction of the smart working system applied to business areas compatible with this practice, used in a flexible way, by alternating working days in attendance and other days remotely, is an important evolution of the traditional working system.
For workers in production areas, through a participatory plan defined with the involvement of the trade unions, flexible working hours were introduced that help to improve life/work balance and ensure flexibility, effectiveness and efficiency in production processes.
In keeping with the Gefran Group's spirit of social involvement and support, and as in the previous year, an interactive digital event took place in December 2022, attended by all the Group's employees, who, exchanging best wishes for the holidays at the end of the year, interacted and played together in order to create a virtual prize pool that Gefran donated to Save the Children.
The year that ended was very positive for the Gefran Group: for the second year in a row the best economic and financial results were achieved by the Group, evidence of Gefran's ability to respond to trends in demand, even in highly unpredictable circumstances.
Gefran's distinctive features, including vertical process integration, a wide range of expertise and effectiveness in product re-engineering, harmoniously converge emphasizing the company's ability to be close to the customer, respecting supply commitments and strengthening the Group's position as a market partner. This is in a complex economic and industrial context negatively influenced by uncertainties in the supply chain, the impacts from the pandemic and the general macroeconomic uncertainty caused by geopolitical instability.
The year 2022 was also marked by the redefinition of the Group's corporate and business scope following the sale of the motion control business to the Brazilian group WEG Equipamentos Electricos S.A.
This sale is part of the broader strategic plan to focus resources on the company's historical core business consisting of sensors and automation components, where the Group has long been in a global leadership position, consistently generates excellent income results and it has primarily steered the investment plan of recent years.
The development in the next few years will be able to benefit from the resources generated by the transaction that will accelerate achievement of the growth objectives, organic and through external lines, provided for in the business plan.
The latter will be based on four key pillars: the market, research and development and innovation, operational efficiency and development of people, ensuring continuity of the actions already taken in previous years.
With reference to the development of the market, the strengthening of the sales structure in key territories will be crucial, the development of the distribution channel as a factor of growing sales and the timely monitoring of so-called global key accounts. It will be equally important to accelerate business development activities supported by the renewed opportunity to travel, the return of trade fairs alongside digital marketing initiatives and the strengthening of e-commerce. This is to mitigate the impacts from deteriorating and highly uncertain macroeconomic scenarios.
The results achieved in recent years confirm the technological contribution that Gefran is able to make to the market, through its products, is regarded as enabling the evolution of machinery and plants from a 4.0 perspective. This is why product innovation will continue to be an essential competitive element for the Group. Digital data generation and transmission, self-diagnostics, virtualization of measures, energy saving capabilities are some of the features behind the development of the product range and innovation. Looking ahead, we expect to strengthen further our effort to come up with new products and solutions to meet the most advanced technical and technological needs of the industrial sectors.
Reliability in delivery times, the ability to keep promises to customers, which had already been demonstrated in recent years as essential elements of competitiveness, have been demonstrated again during 2022, contributing to business growth and gaining new customers and markets and will be instrumental in achieving the objectives of the coming years.
In addition to the above we are seeking efficiency in all business processes, essential to ensure the sustainability of the business, and that will continue to be supported, as far as manufacturing is concerned, by investment in machine automation and by the transition to smart manufacturing.
In highly unpredictable circumstances such as those the Group is currently facing, people remain the essential key to success. The Group has invested and will continue to invest in the development of both vertical and cross-sectoral skills of its people by implementing innovative digital tools to guide and support all employees in this process of growth.
The focus on sustainability remains the key theme inspiring all the initiatives described in the previous paragraphs.
If consistent with strategic guidelines and compatible with the organisational structure, growth projects for external lines will not be excluded.
In the normal course of its business, the Gefran Group is exposed to various financial and non-financial risk factors, which, should they materialise, could have a significant impact on its economic, financial, operational situation as well as on health, safety and the environment and on its reputation. The Group therefore adopts specific procedures to manage the risk factors that could influence its results.
Analysis of risk factors and assessment of their impact and probability of occurrence is the pre-requisite for the creation of value in the organisation. The ability to respond to risk correctly helps the Company to address corporate and strategic choices with confidence and prevent adverse consequences for the corporate and business targets set at Group level.
The Group adopts specific procedures for management of risk factors that may have an impact on expected results. The organisational structure of relevance to the internal control and risk management system is set up as follows:
/ the Board of Directors, which defines guidelines for the internal control and risk management system, consistent with the Company's strategies, and assesses its adequacy and effectiveness;
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Gefran has for some time started a structured Enterprise Risk Management process and has developed a process of periodic identification, assessment and management of the main risks. Enterprise Risk Management activities, through the identification of areas of attention and risk owners, promotes risk management also by supporting the main corporate decision-making processes.
During 2022, Gefran further developed its Enterprise Risk Management model, with the aim of updating the catalogue and identifying new risks, as well as greater integration of the Enterprise Risk Management business with its business processes in order to ensure its constant alignment with strategic, management and operational decisions, and to ensure sustainability over time, also in the light of sustainability issues. For each risk, a link with the objectives set in the business plan was identified, and the risks associated with sustainability issues were specifically identified.
The process of 2022 was divided into 3 steps:
ERM Maturity Assessment Risk Assessment
Risk Monitoring
The risk assessment phase was carried out by interviewing managers of the Parent Company and the main subsidiaries where risks were identified and evaluated starting from the general catalogue defined at the start of the process.
This allows the Board of Directors and management to assess knowledgeably those risk scenarios that might compromise the achievement of strategic goals and take additional action to mitigate or manage significant exposures, thus strengthening the Group's corporate governance and Internal Control system. Enterprise Risk Management extends to all types of risk/opportunity of potential significance for the Group, represented in the Risk Model - shown in the figure below - which divides into eleven categories the risks areas Gefran is exposed to:
/ [2.5] Liquidity
/ [2.6] Capital availability / debt repayment capacity
| EXTERNAL RISKS |
STRATEGIC RISKS |
NATURE OF THE RISK |
|---|---|---|
| 1 COUNTRY/MARKET | 3 STRATEGIC | MACRO RISK CATEGORY |
| / [1.1] Macroecoomic context / [1.2] Instability of the Countries in which the Group produces or sells / [1.3] Catastrophic Events / Business Interruption / [1.4] Evolving law, regulations and industry standards / [1.5] Competition / [1.6] Unexpected changes in demand (including consumer habits) |
/ [3.1] Business sustainability / [3.2] Investment decision / [3.3] Product Portfolio / [3.4] Peoduct/process innovation / [3.5] Effectiveness / Delay of short-, medium-, and long-term strategies / [3.6] Effectiveness of extraordinary transactions / [3.7] Strategic planning / [3.8] Effectiveness of Crisis Management Plans |
SUB-CATEGORY OF RISK |
| 2 FINANCIAL / [2.1] Unpredictability of raw material prices / financial markets |
/ [3.9] Dependence on key customer / [3.10] Dependence on contractor/critical suppliers / [3.11] Digital Transformation & Change Management |
|
| / [2.2] Commercial/financial counterparts / [2.3] Exchange rate / [2.4] Interest rate |
MACRO RISK CATEGORY
INTERNAL RISKS
84
| 9 ENVIRONMENTAL | 10 SOCIAL | MACRO RISK CATEGORY |
|---|---|---|
| / [9.1] Natural disasters / [9.2] Climate change (physical and transitional risks) / [9.3] Pollution and contamination (e.g., waste management, emissions, spills and wastewater, noise pollution) / [9.4] Resource availability and consumption (e.g. nonrenewable resources: water, gas) / [9.5] Product sustainability (e.g., product end of-life management, environmental impact of products) / [9.6] Evolution/adaptation of environmental regulations (e.g., carbon tax, Emission Trading Scheme) |
/ [10.1] User health and safety / [10.2] Employees health and safety / [10.3] Sustainable supply chain management / [10.4] Respect for humn/workers' rights / [10.5] Non-compliance/compliance with Privacy regulations / [10.6] Biological risks / [10.7] Customer experience, customer satisfaction and claims / [10.8] Responsible Marketing and communication transparency / [10.9] Non-compliance with product regulations (e.g., labeling) |
SUB-CATEGORY OF RISK |
| 11 GOVERNANCE / [11.1] Corporate integrity, anti-money laudering and anti-corruption / [11.2] Non-compliance with internal regulations (e.g., Code of Ethics, policies and procedures) / [11.3] Governance of ESG topics / [11.4] Reporting on ESG topics |
/ [10.10] Evolving expectation of stakeholders and end-users in terms of environmental and social performance / [10.11] Evolution/compliance with H & S regulations / [10.12] Relations with local communities / [10.13] Professional development and compensation / [10.14] Generational transitions / [10.15] Industrial relations / [10.16] Business climate / [10.17] Smart working/remote working managing |
Focus HR |
In 2022, an assessment was made of both the inherent risk and the residual risk, i.e. the assessment that also considers the mitigating effects of the risk management system.
The results of measurement of risk exposure analysed are then represented in the so-called Heat Map, a 4x4 matrix which, combined with the variables in subject, provides an immediate overview of risk events considered particularly significant.
In addition, the risks identified and assessed are linked to the objectives set out in the Group's strategic plan, in order to integrate risk management within the Group's overall strategy.
The principal risks detected and assessed through Enterprise Risk Management are described and discussed with all organisations of significance for the purposes of the internal control and risk management system and with the Board of Directors.
The overview of the risks the Group is exposed to allows the Board of Directors and Management to reflect on the group's propensity for risk and identify risk management strategies to be adopted, or assess which risks and priorities are considered to require new mitigation actions, or improvement or optimisation of existing ones, or simple monitoring of exposure over time.
The assessment is repeated annually on the basis of actions to mitigate the risk triggered and the evolution of the contingent situation.
This process involves key contact people representing the Parent Company and subsidiaries.
External and internal risk factors are analysed below, classified according to the risk families identified.
Based on the economic and cash flows achieved in the last few years and available funds, and based on the results of Enterprise Risk Management activities, there are currently no significant uncertainties that raise significant doubts as to the company's ability to continue to operate as a going concern.
The macroeconomic situation at the start of 2022 is clouded by various events that threaten the economic recovery experienced during 2021, when a number of factors brightened the prospects for renewed global growth (e.g. the introduction of vaccines and the consequent vaccination campaigns). Production has slowed worldwide, especially during the second quarter, due to the adverse repercussions of the ongoing Russia-Ukraine conflict and a worsening of the Covid-19 pandemic.
Major uncertainties lead to expectations of slower growth: the current conflict could have repercussions for European gas supplies from Russia, while additional risks are linked to the rise in inflation and the tighter global financial conditions; in addition, the pandemic might fuel new outbreaks and related lockdowns.
In light of these developments, the International Monetary Fund has recently revised down its 2022 forecast, now with growth of 3.4%, while global average annual inflation stands at 8.8%. The latest projections for the next two years show growth of 2.9% for 2023 (+0.2% compared to the October report, where recent reopenings in China have led to a faster-than-expected recovery, and in the last quarter of 2022 there were more positive and resilient surprises than expected in many economies) and 3.1% for 2024. Global inflation is expected to fall from 8.8% in 2022 to 6.6% in 2023 and 4.3% in 2024, but still above pre-pandemic levels (2017-19) of approximately 3.5%.
In particular, the Euro-area economy is badly affected by uncertainties linked to the continuing Russia-Ukraine conflict, which has increased the cost of energy commodities and created procurement difficulties for businesses. In the Eurozone, GDP is expected to grow by 3.5% in 2022 and the recent projections will reach a low of +0.7% in 2023, before rising back to +1.6% in 2024 only.
These projections continue to be purely indicative, given the context of exceptionally high uncertainty. The Russia-Ukraine conflict continues to be a source of great instability for economies. In the base case scenario, conflict-related tensions are assumed to remain still significant in the early months of 2023, to gradually fade along the predicted horizon.
Bearing in mind that the Group does not hold strategic assets in territories currently affected by the hostilities and that commercial activities in those regions are limited (in 2021, just 0.6% of Group revenues were generated in the countries currently involved), Gefran does not believe - based on current assessments and recognising that the situation is still evolving - that the hostilities will have an additional significant direct impact on its activities and, consequently, on its ability to generate income, beyond that already absorbed during the first six months in terms of generalised increases in the cost of purchasing raw materials, gas and electricity.
Gefran operates on open, unregulated markets that are not protected by any tariff barriers, regulated regime or public concession. The markets are highly competitive in terms of product quality, innovation, price competitiveness, product reliability and customer service to machinery manufacturers.
The Group operates in a very crowded competitive environment: operators which are large groups may have greater resources or better cost structures, both in terms of economies of scale and factor costs, enabling them to implement aggressive pricing policies.
The success of the Gefran Group's activities derives from its ability to focus efforts on specific industrial sectors, concentrating on resolving technological problems and on customer service, thereby providing greater value to customers in the niche markets in which it competes.
In order to mitigate the impact of this risk, the Gefran Group has invested in human resources through the inclusion of specialised personnel with a focus on innovation and innovative trends in technology.
Should the Group prove unable to develop and offer innovative and competitive products and solutions that match those supplied by its main competitors in terms of price, quality, functionality, or should there be delays in such developments, sales volumes could decline, with a negative impact on the Group's economic and financial results.
Although Gefran believes that it can adapt its cost structure if sales volumes or prices decrease, the risk is that such a reduction in the cost structures will not be sufficiently large and quick, thus adversely affecting its economic and financial situation.
Since the Group makes and distributes electronic components used in electrical applications, it is subject to numerous legal and regulatory requirements in the various countries in which it operates, as well as to the national and international technical standards applicable to companies operating in the same industry and to the products made and sold, with reference to the certifications required for the products.
Any changes in laws or regulations could entail substantial costs to adapt the product characteristics or even temporary suspension of the sale of some products, which would affect revenues.
In addition, there is the risk of changes or tightening of the regulatory framework by supranational or national governmental bodies in the countries where Gefran operates that could have an impact on the Group's operating results. Especially in view of the fact that the Group includes production plants located in several countries, it is exposed to risks arising from changes in labour safety regulations.
The enactment of other regulations that apply to the Group or its products, or changes in the regulations currently in force in the sectors in which the Group operates, also internationally, could force the Group to adopt more rigorous standards or limit its freedom of action in its areas of operation. These factors could entail costs relating to adapting the production facilities or product characteristics. This could have a negative impact on the Group's business, its operations and image and/or influence its ability to expand business in new markets.
A significant portion of the Group's production and sales activities is carried out outside the European Union, particularly in Asia, the US, Brazil and Switzerland. The Group is exposed to risks relating to the global scale of its operations, including those relating to:
Unfavourable political and/or economic developments in the countries in which the Group operates could adversely affect - the extent of which would vary by country - the Group's prospects, operations and economic and financial results.
The risk is mitigated by the fact that the production sites where there are certain productions and, therefore, not easily interchangeable with productions of other countries are situated in the USA and Switzerland, where the country risk is significantly reduced.
In the light of political developments pertaining to the Russia-Ukraine conflict, Gefran has formally expressed its willingness to discontinue commercial relations with customers residing in Russia and Belarus. Noting that the Group does not possess strategic assets in those regions and that the volume of business affected is modest (with reference to 2021, only 0.6% of the Group's revenues are generated in the countries currently involved in the conflict), this decision has not significantly affected the ability of the Group to generate revenues.
Although the scenario is evolving, given current considerations, Gefran does not believe that the hostilities will have a significant direct impact on its activities and, consequently, on its ability to generate income.
As a global operator, the Gefran Group is exposed to market risks stemming from exchange-rate fluctuations in the currencies of the various countries in which it operates.
Exposure to exchange-rate risk is linked to the presence of production activities concentrated in Italy and sales in various geographical regions outside the Eurozone. This organisational structure generates flows in currencies other than the currency in the place of production, mainly the US dollar, the Chinese renminbi, the Brazilian real, the Indian rupee, the Swiss franc, and the UK pound; production areas in the US, Brazil, India, Switzerland and China mainly serve their local markets, with flows in the same currency.
Exchange-rate risk arises when future transactions or assets and liabilities already recorded in the statement of financial position are denominated in a currency other than the functional currency of the company conducting the operation. To manage the exchange-rate risk resulting from future commercial transactions and the recognition of assets and liabilities denominated in foreign currencies, the Group primarily makes use of so-called "natural hedging", seeking to match the inflows and outflows of all currencies other than the functional currency of the Group; additionally, the Parent Company assesses and, if necessary, hedges the main currencies by arranging forward contracts. However, since the Company prepares its consolidated financial statements in Euro, fluctuations in the exchange rates used to translate the financial statements of subsidiaries, originally denominated in local currency, may affect the Group's results and financial position.
Changes in interest rates affect the market value of the Group's financial assets and liabilities, as well as net financial charges. The interest-rate risk to which the Group is exposed mainly originates from long-term financial payables. The Group is exposed almost exclusively to fluctuations in the Euro rate, since the majority of bank loans have been arranged by Gefran S.p.A.
These are primarily floating-rate loans that expose the Company to a risk associated with interest-rate volatility (cash flow risk). To limit exposure to this risk, the Parent Company arranges hedging contracts, specifically Interest Rate Swaps (IRS), which convert the floating rate to a fixed rate, or Interest Rate Caps (CAP), which set the maximum interest rate, thereby reducing the risk originating from interest-rate volatility.
Given developments in the current political situation, both domestically and internationally, the rise in interest rates from the lows reached at present represents a risk factor in the coming quarters, although this is limited by hedging contracts.
Since production by the Group mainly involves mechanical, electronic and assembly processes, the exposure to energy price fluctuations is limited.
The Group is exposed to changes in basic commodity prices (e.g. metals) to a small extent, as the product cost component represented by these materials is quite limited.
On the other hand, the Group purchases electronic and electromechanical components for the production of finished products. These materials are exposed to significant price fluctuations that could adversely affect the Group's results.
The current market trend is towards widespread increases, mainly driven by the scarcity of raw materials and electronic components in particular and is leading to significant price fluctuations with an impact on the overall cost of products, though currently only to a limited extent.
The outbreak and continuation of the Russia-Ukraine conflict, still unresolved at the time of publication, has resulted in further marked increases in the cost of energy commodities, with an impact on inflation and higher prices. The international institutions expect a slowdown in the global economic cycle during 2022. Generalised increases in the cost of raw materials could impact on the economic results of the Group. These effects are currently mitigated by a more careful and efficient management of the supply chain and logistic-productive processes within the organisation and, accordingly, they are not expected to be significant, while remaining hard to forecast.
The Gefran Group's financial situation is subject to risks associated with the general performance of the economy, the achievement of objectives and trends in the sectors in which the Group operates.
Gefran's capital structure is strong; in particular, own funds total 90.7 million Euro, while liabilities amount to 63.5 million Euro (data related to only continuing operations). Most existing loan contracts were negotiated at floating rates, based on the Euribor, plus an average rate of 0.97% in the last two years. At this time, none of the loans outstanding include covenants (for details, please refer to section 22 "Net Financial Position" in the Explanatory Notes).
Operations in the year 2022, which benefits from the positive effects of sale of the motion control business, only partially affected by capital expenditure, generated a positive free cash flow of 35.6 million Euro.
As at 31 December 2022, the overall net financial position, net of the reclassification of assets held for sale and discontinued in relation to the sale of the motion control business to the WEG Group, was positive by EUR 24.3 million, an increase of EUR 20.9 million compared to the closing figure for the previous year, after selling the shares of Gefran Drives and Motion S.r.l. and Siei Areg GmbH as part of the agreement to sell the motion control business for EUR 20.7 million, distribution of dividends of Euro 5.5 million and made technical investments of Euro 6.3 million.
Credit lines and cash on hand are sufficient with respect to the Group's operations and the expected economic outlook.
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The Group has business relations with a large number of customers. Customer concentration is not high, since no customer accounts for more than 10% of total revenues. Supply agreements are normally longterm, because Gefran products form an integral part of the customer's product design, being incorporated into their end products and having a significant influence on their performance. In accordance with IFRS 7.3.6a, all amounts presented in the financial statements represent the maximum exposure to credit risk.
The Group grants its customers deferred payment conditions, which vary according to the market practices in individual countries. The solvency of all customers is monitored regularly and any risks are periodically covered by appropriate provisions. Despite these precautions, under current market conditions, it is possible that some customers may be unable to generate sufficient cash flow or access sufficient sources of funding, resulting in payment delays or failure to honour their obligations.
The current Russia-Ukraine conflict could lead to an indirect insolvency risk for Gefran, as the Group's customers could in turn have customers located in the conflict areas, preventing them from fulfilling their commitments. The Group has acted promptly to implement procedures that minimise these impacts, which are currently considered insignificant.
Receivables are adjusted to their estimated realisable value by the allowance for doubtful accounts, which is determined pursuant to IFRS 9 with reference to the expected credit losses on each position, taking account of past experience in each business area and geographical region.
The Group has developed estimates based on the best information available about past events, current economic conditions and forecasts for the future. With reference to the latter point, the Group has carried out analyses using a risk matrix that considers geographical region, business sector and individual customer solvency.
Management considers the forecasts generated to be reasonable and sustainable, despite the current climate of uncertainty.
Gefran's ability to improve profitability and achieve the expected profit margins also depends on successful implementation of its strategy. Group strategy is based on sustainable growth, which can be achieved through investment and projects for products, applications and geographical markets that lead to growth in profitability.
Gefran plans to implement its strategy by concentrating available resources on the development of its core industrial business, favouring growth in strategic products that guarantee volumes, and in which the Group is technological and market leader. Gefran continues to make changes to its organisational structure, work processes and staff know-how to increase specialisation in research, marketing and sales by product and by application.
The strategy also aims to diversify as much as possible the markets and their customers in order to avoid repercussions from the performance of a single market or client.
In this light, the sale of the motion control business confirms the focused strategic evolution of the Group, which aims to strengthen its long-established and strategic sectors: sensors and automation components, where Gefran has invested most heavily in recent years.
Gefran operates in a sector that is strongly influenced by technological innovation. The Group's approach to innovation is often customer-driven. Inadequate or delayed product/process/model innovation to anticipate and/or influence customers' demands could have negative repercussions, causing the Company to miss opportunities and sacrifice market share or revenues.
The impact of this risk would increase should one or more competitors propose business models or technologies that are more innovative than Gefran's.
In order to mitigate the impact of this risk, the Gefran Group has invested in software that introduces new production and process controls via the reorganisation of production flows, as well as in human resources, with the addition of specialised personnel focused on the areas of innovation and innovative technological trends, by creating a specific company department dedicated to innovation.
Gefran's inability "to lead" innovation, by anticipating
and/or influencing customers' needs could cause loss of opportunities and/or market shares. The impact of this risk would increase if one or more competitors should propose business models and/or technologies which are more innovative than Gefran's.
The Group purchases raw materials and components from a large number of suppliers and, in some cases, depends on services and products supplied by other companies outside the Group. Electronic components, primarily microprocessors, power semi-conductors and memory chips, are purchased from leading global producers.
Dependence on some suppliers of technological components or platforms could result in delays in production due to lack of supply and/or extra costs due to the need to search for alternative components in the market, specifically components.
In the current context, there are tensions regarding the supply of microprocessors and active electronic components. In fact, the electronic components market is marked by the saturation of production capacity, with the consequent need to use the allocation process to assign the quantities of material available to its customers. By its cyclical nature, the few world players of active electronic components can suffer, in case of increased market demand.
Back in early 2020, in response to the spread of Covid-19, the Group promptly set up a task force to identify the location of suppliers considered critical and, when they were located in areas and countries subject to lockdowns, sent orders to the plants that were still in operation. The Group's Purchasing Department assessed alternative suppliers to mitigate the risk of supply interruptions, while also purchasing the materials necessary - even in advance of production needs - to guarantee the continuity of production at the Group's plants, which did not suffer interruptions due to material shortages.
Some of the operating methods developed at the outset of the emergency turned out to be particularly effective and have therefore been integrated into the Group's standard procedures, with the goal of mitigating, wherever possible, some of the risks associated with possible supply chain interruptions caused by events beyond the Group's control. These procedures were applied and implemented immediately to address the current market situation, characterised by a shortage of electronic components that is resulting in major price increases and significantly longer procurement lead times.
Lastly, it is confirmed that the Group does not have direct supply relationships in countries currently involved in the Russian-Ukraine conflict.
The proper implementation of company strategies requires sufficient coordination between the Parent Company and the Group's subsidiaries.
The restrictions on international mobility and the impossibility of in person meetings with foreign branches could adversely affect coordination and, jeopardize the pursuit of business objectives and/or implementation of specific projects.
The Group's value chain covers all activities, including R&D, production, marketing, sales and technical support. Defects or errors in these processes may cause product quality problems that could potentially affect the Group's results and financial position.
The quality of the product and of the process underlying its production is of the utmost importance for the Group. This is highlighted by the quality function that, over the years, has been increasingly endowed with new resources and skills, at a global level, to ensure the proper supervision of this fundamental aspect.
the sector, Gefran has arranged insurance policies deemed sufficient to protect against product liability risks. Furthermore, a specific product warranty provision is recorded to cover these risks, in line with the volume of business and the historical occurrence of claims.
Nevertheless, should the insurance cover and risk provisions prove inadequate, the Group's economic and financial position could be adversely affected. In addition, the Group's involvement in disputed claims and any related adverse rulings could expose it to reputational damage, which might also affect the economic and financial position.
In line with the practices of many operators in
Gefran is an industrial group, so it is potentially exposed to the risk of production stoppages at one or more of its plants, due, for example, to machinery breakdowns, revocation or disputes regarding permits or licences from public authorities (e.g. following changes in the law), strikes or manpower unavailability, natural disasters, major disruptions to the supply of raw materials or energy, sabotage or attack.
There have not been any significant interruptions of activity in recent years, except for limited periods and in relation to the healthcare emergency linked to the ongoing pandemic; however, future interruptions cannot be ruled out, and if they occur for lengthy periods, the Group's economic and financial position could be adversely affected if the losses exceed the amount currently covered by insurance policies.
Gefran has implemented a disaster recovery system for restoring the systems, data and infrastructures needed by the business in the event of an emergency and in order to contain its impact.
To mitigate this risk, Gefran has developed plans for investment in plant and machinery, aiming for the digitalisation of processes, the expansion and reorganisation of productive areas and the hiring of new employees. Additionally, the uniformity of production processes and use of the same bill of materials means, if required by external conditions, that production can be transferred to plants not specified in the standard operating processes.
However, possible major fluctuations in demand that prevent effective production planning, or demand in excess of productive capacity, could result in lost business opportunities or even lost revenues.
In the context of Gefran's core business, the manufacture and sale of products may give rise to issues linked to defects and consequent civil liabilities towards customers or third parties. The Group is therefore exposed to the risk of product liability claims in the countries in which it operates.
In line with the practices of many operators in the sector, Gefran has arranged insurance policies deemed sufficient to protect against product liability risks. It also records a specific provision against these risks.
Nevertheless, should the insurance cover and risk provisions prove inadequate, the Group's economic and financial position could be adversely affected. In addition, the Group's involvement in disputed claims and any related adverse rulings could expose it to reputational damage, which might also affect the economic and financial position.
The Group believes that it has adopted an appropriate system to protect its intellectual property rights but is exposed to the risk related to costs arising from any actions to be taken to assert these rights.
Furthermore, the intellectual property rights of third parties could inhibit or limit the Group's capacity to place new products on the market. These events could have an adverse impact on the development of activities of the Group.
In view of the increasing phenomenon of cyber crime, the Group is exposed to cyber attacks that could compromise the company's data on the internet, its internal network or other company systems. However, the risk is considered partially mitigated as the critical systems adopted also by the subsidiaries (SAP ERP, email, etc.) are installed and managed directly by the parent company, where a control plan and risk assessment have been defined.
The Group has placed a strong focus on cybersecurity, adopting procedures and systems to monitor and prevent attacks on the corporate network by hackers and arranging specific insurance cover.
Gefran is exposed to the tensions that are affecting the world of work concerning the attraction and retention of personnel, with particular reference to personnel with the necessary knowledge and critical skills in strategic areas for the Group (e.g., R&D and production engineering).
Gefran has put in place actions to increase its ability to attract and retain its personnel and to contrast the fierce competition among market players in the recruitment phase.
Although the Group's activities do not include the processing or treatment of materials or components to an extent representing a significant risk of pollution or, in any case, of environmental damage, the Group also pays special attention to the environmental protection regulations.
The Group has implemented a series of controls
Risk assessment is essential to protect the health and safety of our workers. Gefran is constantly committed to mapping the operating risks that could arise in the various business sectors, in order to define opportunities and take action to minimise these risks wherever possible.
In response to the spread of COVID-19, Gefran has implemented and maintained the procedures needed to guarantee the health of all collaborators, to the extent and in accordance with the procedures laid down by the regulations in force from time to time or and monitoring to identify and prevent risks related to safety and environment, and has prepared and disseminated the "Health, Safety and Environment System" management policy at every level.
There are also insurance policies covering potential liabilities arising from damage to the environment and accidents at work.
in more restrictive ways where deemed appropriate.
Protecting health and safety is essential for Gefran. Confirming the importance of these issues, during 2020 the organisation established an integrated "Quality, Safety and Environment" function that still operates today, drawing on Group-wide expertise. The policy for the "Health, Safety and Environment System", which defines guiding principles in these areas, has also been signed and disseminated throughout the Group.
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Gefran purchases some raw materials and semi-finished products required for its production from suppliers outside the Group. For this reason, it is exposed to the risk that the same standards of compliance with the rights of workers guaranteed by the Group are not guaranteed in the supply chain. This risk is higher in relation to some geographical regions where the Group operates. This could result in acci-
The Gefran Group has always been committed to applying and observing rigorous ethical and moral principles when conducting its internal and external activities, in full compliance with the laws in force and market regulations. The adoption of the Code of Ethics and Conduct, updated by the Board of Directors at its 10 March 2022 meeting, the related internal compliance procedures put in place and the controls adopted together guarantee a healthy, safe and efficient working environment for employees and an approach intended to ensure complete respect for external stakeholders. The Group believes that ethics in business management must be pursued alongside financial growth, and the Code is therefore an explicit point of reference for everyone working with the Group.
On 10 March 2022 Gefran approved the "Management of dialogue with Shareholders and Investors" policy (so-called Code of Engagement), in application of the Corporate Governance Code approved by the Italian Corporate Governance Committee. The adoption of this policy, aimed at regulating and promoting dialogue with shareholders and institutional analysts, is consistent with one of the principles that has always characterised the Company: encouraging honest dialogue with stakeholders with a view to creating value in the medium to long term.
dents leading to disruption of the supply chain and, therefore, impact on business continuity, as well as possible impact on its reputation.
To this end, Gefran is striving to extend its sustainability commitments to an ever larger share of its supply chain.
Respect for people and appreciation of their skills, protection of diversity and equal opportunities are the ethical principles inspiring the Group's HR Policy and expressed in the "Persons in Gefran" policy, which applies to the Group as a whole.
Gefran has also effectively adopted an Organisation and Management Model pursuant to Decree 231/2001. The Group believes that this is not only a regulatory obligation, but also a source of growth and wealth generation and has therefore fully restructured its activities and internal procedures in order to prevent the offences set out in this regulation from being committed. The Supervisory Board established by the Board of Directors performs its duties constantly and professionally, guaranteed by the presence of two professionals with excellent knowledge of administrative and process control systems.
The Group conducts the bulk of its business with private customers, which do not directly or indirectly belong to government organisations or public agencies, and rarely takes part in public tenders or funded projects. This further limits the risks of reputational or economic damage resulting from unacceptable ethical conduct.
/ On 10 February 2022, the Board of Directors of Gefran S.p.A. examined the preliminary consolidated results at 31 December 2021.
On the same date, the Board of Directors was informed that the Company had received the resignation of Fausta Coffano, the Group Chief Financial Officer, Executive in Charge of Financial Reporting and Investor Relations Officer. The resignation was effective from 30 April 2022.
/ On 10 March 2022, the Board of Directors of Gefran S.p.A. unanimously approved the separate financial statements at 31 December 2021, the consolidated financial statements and the consolidated non-financial statement.
The Board of Directors also resolved to propose to the Shareholders' Meeting the distribution of a dividend of 0.38 Euro per share in circulation (not including own shares) by drawing on the net profit for the year, with allocation of the residual amount to retained earnings.
During the same meeting, the Board resolved to propose to the Shareholders' Meeting approval of the authorisation to purchase and dispose of, on one or more occasions, a maximum of 1,440,000.00 ordinary shares in the Company, equal to 10% of its share capital. The authorisation was requested for a period of 18 months from the date of the shareholders' resolution.
/ On 13 April 2022, following the resignation of Fausta Coffano and with the favourable opinion of the Board of Statutory Auditors, the Board of Directors of Gefran S.p.A. appointed General Manager Marcello Perini as the interim Executive in charge of financial reporting with effect from 30 April 2022, until the new Chief Financial Officer is appointed to that role.
At the same meeting and with effect from that date, the Board of Directors also appointed Vice Chairwoman Giovanna Franceschetti to the role of Investor Relator.
In accordance with art. 123-ter of Italy's Consolidated Finance Act (TUF), the Shareholders' Meeting held a binding vote that approved the Group's 2022 Remuneration Policy and also expressed a favourable opinion on its 2021 Remuneration Report.
The scope of the operation comprises Gefran Drives and Motion S.r.l. based in Gerenzano (Italy) and Siei Areg GmbH based in Pleidelsheim (Germany), both subsidiaries, together with the motion control lines of business of Gefran Siei Drives Technology Co Ltd based in Shanghai (China) and Gefran India Private Ltd based in Pune (India), which are also both subsidiaries.
Founded in 1961, the WEG group operates globally, manufacturing electrical and electronic equipment that is mainly used to produce capital goods. Present in 135 countries with production plants in 12 and over 37,000 employees, the group generated revenues of 23.6 billion Brazilian reals in 2021. This ranks it among the leading global operators in this sector.
For Gefran, the operation fits well with the strategic evolution of the Group, which is focused on strengthening its strategic sectors: sensors and automation components, where Gefran has invested most heavily in recent years and where the Group seeks to accelerate growth significantly, both organically and via acquisitions.
On the same date, Gefran S.p.A. announced that, following signature of the above framework agreement, the meeting of the Board of Directors called for 4 August 2022 would approve the preliminary consolidated data at 30 June 2022, while the Semi-annual financial statements at 30 June 2022 would be examined at the Board Meeting called for 9 September 2022.
/ On 4 August 2022, the Board of Directors of Gefran S.p.A. examined the preliminary results at 30 June 2022, having due regard for the framework agreement to sell the motion control business signed on 1 August 2022, which was scheduled for approval at the meeting called for 9 September 2022.
At the same meeting and with the favourable opinion of the Board of Statutory Auditors, the Board appointed Paolo Beccaria, already Group Chief Financial Officer, as the Executive in Charge of Financial Reporting.
Under the agreement, the Motion Control business units carved out from Gefran Siei Drives Technology Co Ltd and from Gefran India Private Ltd will be sold subsequently.
The scope and total value of the operation are unchanged with respect to the information communicated on 1 August 2022.
/ On 3 November 2022, the Group informed all employees about a one-off payment towards the significant rise in the cost of living, which is having an obvious impact on household budgets. A total of 1.3 million Euro has been allocated to all employees. This payment has been made with the October payslip at Italian plants, while the basis and timing of payments by foreign affiliates have been determined based on the specific characteristics of each country, and at any rate by the end of 2022.
The macroeconomic situation at the start of 2022 is clouded by various events that threaten the economic recovery experienced during 2021, when a number of factors brightened the prospects for renewed global growth (e.g. the introduction of vaccines and the consequent vaccination campaigns). Production has slowed worldwide, due to the adverse repercussions of the ongoing Russia-Ukraine conflict and a worsening of the Covid-19 pandemic, which has led to new lockdowns consequent to the highly restrictive policies adopted by certain governments (e.g. the Zero Covid policy in China). There are also signs of a recession in the United States, given the slowdown in growth, the reduced purchasing power of households and the tightening of monetary policy. These factors also penalised the performance of the global economy during 2022, which saw a further spike in inflation.
In light of these developments, the International Monetary Fund has recently revised down its 2022 forecast, which now sees a 3.4% growth, while world average annual inflation stands at 8.8%. The latest projections for the next two years show growth of 2.9% for 2023 (+0.2% compared to the October report, where recent reopenings in China have led to a faster-than-expected recovery, and in the last quarter of 2022 there were more positive and resilient surprises than expected in many economies) and 3.1% for 2024. Global inflation is expected to fall from 8.8% in 2022 to 6.6% in 2023 and 4.3% in 2024, but still above pre-pandemic levels (2017-19) of approximately 3.5%.
In particular, the Euro-area economy is badly affected by uncertainties linked to the continuing Russia-Ukraine conflict, which has increased the cost of energy commodities and created procurement difficulties for businesses. In the Eurozone, GDP is expected to grow by 3.5% in 2022 and the recent projections will reach a low of +0.7% in 2023, before rising back to +1.6% in 2024 only.
Within Italy, growth is estimated at 3.9% in 2022 (better than the average for Europe), but the latest projections for 2023 suggest a growth of 0.6%, which will strengthen to 0.9% in 2024. Inflation, which rose to almost 9% (2022 average), would fall to 6.5% in 2023 and more markedly thereafter, to 2% in 2025. These projections continue to be purely indicative, given the context of exceptionally high uncertainty. The Russia-Ukraine conflict continues to be a source of great instability for economies. In the base case scenario, conflict-related tensions are assumed to remain still significant in the early months of 2023, to gradually fade along the predicted horizon.
As regards the supply chain, although there are signs that the whole situation is improving, the level of attention and monitoring remains high in order to guarantee operating continuity and to maintain the possibility of turning the commercial opportunities that could gradually appear into revenues.
Given the uncertainty arising from the analysis of the global macroeconomic scenario, due mainly to the tensions associated with the current conflict, the complexity of the supply chain and performance-related dynamics, we remain optimistic about a positive trend in revenues and margins due to the Group's focus on continuing business activities (sensors and automation components), product innovation and commercial development plans.
The early months of 2022 were marked by heightened tensions between Russia and Ukraine. The geopolitical crisis which led to the conflict at the end of February 2022 and still in progress, has progressively involved the international community, straight away leading the NATO countries to introduce increasingly stringent sanctions against the invading country.
This state of global uncertainty has further fuelled the rise in inflation, as reflected in higher raw material costs, particularly for energy commodities, as Russia is one of the world's leading energy suppliers. The Group continues to follow developments and monitor procurement costs, given that the evolution of the global scenario could well have an impact.
Gefran, which supports the international community in demanding peace, is committed to supporting the economic sanctions applied by the European Union and acting in accordance with them. In this context, the Group has stated its intention not to undertake any new activities or sign any new contracts involving Russian and Belarusian customers or suppliers.
Given that the Group does not hold strategic assets in the territories directly involved in the conflict and that sales in these regions are limited (only 0.6% of the Group's 2021 revenue was generated in the countries currently involved), no direct impact is estimated at this time.
Additionally, with regard to possible repercussions on the Russian supplies of energy to European countries, it is confirmed that the productive activities of the Group do not require the consumption of gas. All the methane gas purchased by Gefran is used to heat working environments. Even so, possible rationing or supply interruptions could require the Group to reorganise certain activities, in order to guarantee the continuity of production.
The global spread of the Coronavirus (Covid-19) in 2020 resulted in the declaration by the World Health Organisation of a "global pandemic" in March, given the growing number of countries that were reporting infections.
The global health crisis led the governments of the affected countries to introduce increasingly restrictive measures, including limitation of travel, social isolation and suspension of all non-essential forms of production and commerce, with the primary goal of halting the spread of the virus and safeguarding human health. These exceptional measures have undeniably had a major social and economic impact.
The Group responded with the prompt introduction of measures to protect the health and safety of all collaborators (both employees and other business partners), while ensuring business continuity to the extent compatible with government directives. This led to the definition of specific procedures for behaviour and access to business premises, and to the preparation of health and safety protocols. Synergies were also released within the Group in response to the initial shortage of PPE, ensuring that all employees had access to essential protective devices. In addition, targeted investment sought to guarantee safe working conditions for employees, having regard for the legislation enacted by governments (e.g. the organisation of checkpoints equipped with devices to check their green passes, as required by the regulations issued).
A task force was set up to manage the supply chain in order to ensure business continuity, responding to problems linked to the geographical location of suppliers and local lockdowns; to date, there have not been any interruptions in production attributable to material shortages and all financial commitments to suppliers have been met.
During 2022, the worsening of the pandemic in some areas and the containment policies adopted by certain governments, especially the Zero Covid policy adopted in China, have resulted in new, more restrictive measures with, indeed, the total shutdown of activities in certain geographical regions. Gefran was directly affected by these measures, especially with regard to the Shanghai plant, where activities only started to recover slowly from the beginning of June. The plant concerned is fully operational at this time. The effects of such management were also reflected in the analysis of revenues by geographical region, where the only main area served showing a contraction was Asia (-3.8% compared to the previous year, which net of the positive contribution of currency dynamics would be -8.6%).
As of the date of publication of this Annual Financial Report, specific protocols are still in force, and are constantly updated according to pandemic legislation and development (in this regard, please see the "Environment, Health and Safety" section of this Report on operations).
The importance and urgency of taking environmental aspects into consideration as increasingly important factors in business decisions has resulted in growing international debate aimed at agreeing on identification of concrete measures for mitigating climate change and adapting to its effects. Investors and the financial community are increasingly interested in companies that have integrated these considerations into their business strategies. Sustainability is therefore increasingly essential for accessing the financial resources necessary for business development.
In line with its principles, the Group is committed to improving its responsibility in relation to sustainability issues, in order to generate long-term value and benefits: sustainable development means a form of development that meets the needs of the present without compromising the ability of future generations to meet their needs in turn.
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The process begun following introduction of the European Directive 2014/95/EU and its application in Italy through the entry into force of Legislative Decree 254/16, requiring objective reporting of the non-financial impact of corporations' business activities, has seen some key steps:
A significant step has been launch of the Group's sustainability strategy, through formalisation of a Strategic Sustainability Plan issued in November 2020, in which some projects were identified, covering three areas essential for the sustainability of Gefran's development: people, the environment, and territory.
In defining its strategy, Gefran has embraced a number of the targets of Agenda 2030, those most closely connected with the Group's commitments and activities, also assessing the degree to which they effectively contribute to achieving these targets. These are:
Ensure access to affordable, reliable, sustainable and modern energy for all.
Promote inclusive and sustainable economic growth, employment and decent work for all.
Build resilient infrastructure, promote sustainable industrialisation and foster innovation.
Ensure sustainable consumption and production patterns.
Take urgent action to combat climate change and its impacts.
Strengthen the means of implementation and revitalise the global partnership for sustainable development.
With reference to SDG 13, which calls for action to combat climate change, the Group pays particular attention to improving its energy performance and safeguarding environmental resources, seeking solutions that are more appropriate and consistent with this objective through ongoing analysis of risks and opportunities. Moving in this direction are the projects of the plan, dedicated to obtaining ISO 14001 certification, which sets out the requirements for a form of management which monitors the environmental impact of the company's activities and systematically strives for improvement in a coherent, effective and above all sustainable manner. There are plans to obtain certification during 2023.
Innovation and sustainability are increasingly interconnected, so much so that one is fuelled by the other. The goal of sustainable innovation is to provide goods and services that ensure the achievement of targets of social and environmental value. Gefran promotes responsible use of energy resources through study and implementation of new technological solutions for application to its product range in order to reduce consumption and improve efficiency. Along similar lines, the Group is committed to investing in innovation, research and the development of quality solutions and services, constantly and creatively updating its expertise in order to drive the evolution of processes for a more efficient and effective organisation. Under the Group's sustainability strategy, the "Sustainable Innovation" project is developed along two lines, both focusing on the development of products with advanced functions capable of guaranteeing better performance and saving on energy consumption for end users: incremental innovation on one hand and discontinuous innovation on the other, both of which are in turn organised into macro-areas of activity.
In periodic risk analysis related to the Group's activities (referred to as Risk Assessment), Gefran has also included the assessment of the impacts of climate change currently taking place in mapping (for further details, please see the section "Main risks and uncertainties to which the Gefran Group is exposed" in this Report on operations).
During 2022, a further significant step was taken: through a process structured in various phases, where a benchmark analysis of the sector was first conducted in order to identify the trends underway in relation to setting ESG objectives and targets, an assessment was carried out on possible ESG objectives and targets, through the involvement of corporate functions, seeking to set a priority for them in the short and medium to long term. This resulted in the definition of a new Strategic Sustainability Plan, meant to be a natural integration and expansion of the previous one.
The new plan, referring to the previous one, is inspired by the 6 SDGs already identified, and is based on 4 pillars: to put people at the centre, to contribute to a society projected to the carbon transition, creation of innovative, low-impact products, the promotion of responsible supply chains. A broad description of the new plan in the "2022 Sustainability Report - 2022 Consolidated Non-Financial Statement pursuant to Legislative Decree no. 254/2016" published at the same time as this Annual Financial Report.
At 31 December 2021, Gefran S.p.A. held 27,220 shares (0.19% of the total) with an average carrying value of Euro 5.7246 per share, all of which were purchased in the fourth quarter of 2018.
During 2022 the purchase of own shares for a total of 26,053 shares was made for an average of EUR 9,1188 per share and a total value of EUR 238 thousand. At 31 December 2022, Gefran S.p.A. held a total of 53,273 shares (0.37% of the total) with an average carrying value of Euro 7.3993 per share, and an overall value of 394 thousand Euro.
115
On 12 November 2010, the Board of Directors of Gefran S.p.A. approved the "Internal Procedure for Transactions with Related Parties", in application of Consob resolution no. 17221 dated 12 March 2010. The above document is published in the "Governance/Documents and procedures" section of the company's web site, available at https://www.gefran.com/governance/documents-and-procedures/.
The procedure was updated by the Board of Directors on 24 June 2021 to implement the new requirements of Directive (EU) 2017/828 (a.k.a. "Shareholders' Rights II"), which was transposed into Italian law by Decree 49/2019, with regard to the primary legislation, and by Consob Resolution no. 21624 of 10 December 2020, with regard to the secondary regulations.
The "Internal Procedure for Transactions with Related Parties" is based, inter alia, on the following general principles:
Gefran Group
The "Internal Procedure for Transactions with Related Parties" is structured as follows:
On 5 May 2022, the Control and Risks Committee, acting as the Related Parties Committee, assessed and approved the signature of an employment contract with Paolo Beccaria, a related party, who was appointed as the Chief Financial Officer of the Gefran Group on 20 June 2022.
Please refer to paragraph 34 of the notes to the Consolidated Financial Statements for details of the transactions between Group companies and related parties.
The 2022 Consolidated Non-Financial Disclosure (pursuant to Legislative Decree no. 254/2016), unlike those of previous years, is presented in a separate report from this Annual Financial Report. That document, approved jointly with the latter, is referred to as "2022 Sustainability Report - 2022 Consolidated Non-Financial Disclosure pursuant to Legislative Decree no. 254/2016" and is available on the company's website (https://www.gefran.com/investing-in-gefran/).
117
On 1 October 2012, the Board of Directors of Gefran S.p.A. resolved to make the election for simplified disclosure envisaged in article 70, paragraph 8, and article 71, paragraph 1-bis, of Consob Regulation 11971/1999 as amended.
118
With reference to the "Conditions for listing of shares of parent companies of companies established and regulated by laws of countries not belonging to the European Union" as set out in Article 15 of the Consob Regulation on Markets, note that it applies to the subsidiaries Gefran Siei Asia PTE Ltd (Singapore), Gefran Siei Drives Technology Co Ltd. (China), Gefran Inc. (U.S.A.), Gefran Brasil Eletroelectronica Ltda (Brazil) and Sensormate AG (Switzerland).
The Group also made the adjustments necessary to meet the conditions set out under paragraph 1 of the aforementioned Article 15, and there are procedural provisions in place designed to ensure they are maintained.
Provaglio d'Iseo, 9 March 2023
For the Board of Directors
Chairwoman
Chief Executive Officer
Maria Chiara Franceschetti
Marcello Perini
| Statement of profit/(loss) for the period | |||
|---|---|---|---|
| ------------------------------------------- | -- | -- | -- |
| progress. 31 December | |||||
|---|---|---|---|---|---|
| (Euro /000) | Notes | 2022 | 2021 | ||
| Revenue from product sales | 20 | 132,491 | 116,203 | ||
| of which related parties: | 30 | 101 | 347 | ||
| Other revenues and income |
21 | 1,936 | 2,395 | ||
| Increases for internal work | 12,13 | 907 | 1,276 | ||
| TOTAL REVENUES | 135,334 | 119,874 | |||
| Change in inventories |
15 | 5,537 | 4,280 | ||
| Costs for raw materials and accessories | 22 | (45,495) | (39,578) | ||
| Service costs | 23 | (22,887) | (19,876) | ||
| of which related parties: |
30 | (257) | (291) | ||
| Miscellaneous management costs | (701) | (808) | |||
| Other operating income | 99 | 37 | |||
| Personnel costs |
24 | (47,195) | (41,343) | ||
| of which related parties: | 29 | (77) | (59) | ||
| Impairment/reversal of trade and other receivables | 15 | (56) | (132) | ||
| Amortisation and impairment of intangible assets |
25 | (1,808) | (1,835) | ||
| Depreciation and impairment of tangible assets | 25 | (4,169) | (3,746) | ||
| Depreciation/amortisation total usage rights | 25 | (1,145) | (1,059) | ||
| EBIT | 17,514 | 15,814 | |||
| Gains from financial assets | 26 | 4,639 | 2,485 | ||
| Losses from financial liabilities | 26 | (4,541) | (2,661) | ||
| (Losses) gains from shareholdings valued at equity |
24 | 20 | |||
| PROFIT (LOSS) BEFORE TAX | 17,636 | 15,658 | |||
| Current taxes | 27 | (4,967) | (3,823) | ||
| Deferred tax assets and liabilities |
27 | 783 | 80 | ||
| TOTAL TAXES | (4,184) | (3,743) | |||
| NET PROFIT (LOSS) FOR THE PERIOD FROM CONTINUOUS OPERATING ACTIVITIES |
13,452 | 11,915 | |||
| Net profit (loss) from assets held for sale and disposed |
28 | (3,464) | 1,777 | ||
| NET PROFIT (LOSS) FOR THE PERIOD | 9,988 | 13,692 | |||
| Attributable to: |
|||||
| Group | 9,988 | 13,692 | |||
| Third parties | - | - |
| (Euro) | Notes | 2022 | 2021 |
|---|---|---|---|
| Basic earnings per ordinary share | 18 | 0.70 | 0.95 |
| Diluted earnings per ordinary share | 18 | 0.70 | 0.95 |
| (Euro /000) | progress. 31 December | |||||
|---|---|---|---|---|---|---|
| Notes | 2022 | 2021 | ||||
| NET PROFIT (LOSS) FOR THE PERIOD | 9,988 | 13,692 | ||||
| Items that will not subsequently be reclassified |
||||||
| in the statement of profit/(loss) for the period |
||||||
| - revaluation of employee benefits: IAS 19 | 23 | 380 | 58 | |||
| - overall tax effect | 23 | (102) | (14) | |||
| - equity investments in other companies | 17 | (114) | 167 | |||
| Items that will or could subsequently be reclassified in the statement of profit/(loss) for the period |
||||||
| - conversion of foreign companies' financial statements |
17 | 256 | 1,694 | |||
| - fair value of cash flow hedging derivatives | 17 | 476 | 183 | |||
| Total changes, net of tax effect | 896 | 2,088 | ||||
| Comprehensive result for the period | 10,884 | 15,780 | ||||
| Attributable to: | ||||||
| Group | 10,884 | 15,780 | ||||
| Third parties | - | - |
| (Euro /000) | Notes | 31 December 2022 |
31 December 2021 |
|---|---|---|---|
| NON-CURRENT ACTIVITIES | |||
| Goodwill | 11 | 6,016 | 5,856 |
| Intangible assets | 12 | 6,021 | 6,315 |
| Property, plant, machinery and tools | 13 | 35,217 | 34,548 |
| of which related parties: | 30 | 294 | 188 |
| Usage rights | 14 | 2,707 | 2,729 |
| Shareholdings valued at equity | 119 | 95 | |
| Equity investments in other companies | 2,003 | 2,118 | |
| Receivables and other non-current assets | 278 | 89 | |
| Deferred tax assets | 27 | 4,147 | 3,597 |
| Non-current financial investments for derivatives | 16 | 539 | - |
| Other non-current financial investments | 28 | 67 | |
| TOTAL NON-CURRENT ACTIVITIES | 57,075 | 55,414 | |
| CURRENT ACTIVITIES | |||
| Inventories | 15 | 20,067 | 14,449 |
| Trade receivables | 15 | 24,183 | 24,752 |
| of which related parties: | 30 | 3 | 68 |
| Other receivables and assets | 3,432 | 3,603 | |
| Current tax receivables | 27 | 764 | 361 |
| Cash and cash equivalents | 15 | 44,114 | 35,497 |
| Current financial receivables | 15 | - | 2,201 |
| TOTAL CURRENT ACTIVITIES | 92,560 | 80,863 | |
| ASSETS HELD FOR SALE AND DISPOSED | 8 | 4,629 | 42,398 |
| TOTAL ASSETS | 154,264 | 178,675 |
| (Euro /000) | Notes | 31 December 2022 |
31 December 2021 |
|---|---|---|---|
| SHAREHOLDERS' EQUITY | |||
| Share capital | 17 | 14,400 | 14,400 |
| Reserves | 17 | 66,335 | 57,446 |
| Profit / (Loss) for the year | 17 | 9,988 | 13,692 |
| Total Group Shareholders' Equity | 90,723 | 85,538 | |
| Shareholders' equity of minority interests | 17 | - | - |
| TOTAL SHAREHOLDERS' EQUITY | 90,723 | 85,538 | |
| NON-CURRENT LIABILITIES | |||
| Non-current financial payables | 16 | 7,205 | 16,483 |
| Non-current financial payables for IFRS 16 leases | 16 | 1,782 | 1,121 |
| Non-current financial liabilities for derivatives | 16 | - | 88 |
| Employee benefits | 2,241 | 2,841 | |
| Non-current provisions | 19 | 554 | 1,035 |
| Deferred tax provisions | 27 | 1,029 | 916 |
| TOTAL NON-CURRENT LIABILITIES | 12,811 | 22,484 | |
| CURRENT LIABILITIES | |||
| Current financial payables | 16 | 10,469 | 15,059 |
| Current financial payables for IFRS 16 leases | 16 | 955 | 1,640 |
| Trade payables | 15 | 22,648 | 21,393 |
| of which related parties: | 30 | 278 | 96 |
| Current provisions | 19 | 1,287 | 1,272 |
| Current tax payables | 27 | 1,158 | 2,675 |
| Other payables and liabilities | 13,342 | 10,413 | |
| TOTAL CURRENT LIABILITIES | 49,859 | 52,452 | |
| LIABILITIES HELD FOR SALE AND DISPOSED | 8 | 871 | 18,201 |
| TOTAL LIABILITIES | 63,541 | 93,137 | |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 154,264 | 178,675 |
| (Euro /000) Notes December December 2022 2021 (A) CASH AND CASH EQUIVALENTS AT THE START OF THE PERIOD 35,497 41,742 B) CASH FLOW GENERATED BY (USED IN) OPERATIONS IN THE PERIOD Net profit (loss) for the period 9,988 13,692 Depreciation, amortisation and impairment 25 7,122 6,640 Provisions (Releases) 15,19 1,532 2,231 Capital (gains) losses on the sale of non-current assets 12,13 24 12 Net profit (loss) from assets held for sale 28 3,464 (1,777) Net result from financial operations 26 (122) 156 Taxes 27 4,967 3,823 Change in provisions for risks and future liabilities 19 (697) (981) Change in other assets and liabilities 2,666 762 Change in deferred taxes 27 (766) (100) Change in trade receivables 15 558 (6,843) of which related parties: 30 65 (64) Change in inventories 15 (7,015) (5,115) Change in trade payables 15 1,268 7,063 of which related parties: 30 182 (171) Operating flows from assets and liabilities held for sales 8 (3,085) 7,815 TOTAL 19,904 27,378 C) CASH FLOW GENERATED BY (USED IN) INVESTMENT ACTIVITIES Investments in: - Property, plant & equipment and intangible assets 12,13 (6,316) (7,434) of which related parties: 30 (294) (188) - Equity investments and securities 22,710 1 - Financial receivables (189) 5 Disposal of non-current assets 12,13 179 93 Investiments flows from assets and liabilities held for sales 8 (646) (1,472) TOTAL 15,738 (8,807) D) FREE CASH FLOW (B+C) 35,642 18,571 |
31 | 31 | |
|---|---|---|---|
| (Euro /.000) | Notes | 31 December 2022 |
31 December 2021 |
|---|---|---|---|
| E) CASH FLOW GENERATED BY (USED IN) FINANCING ACTIVITIES | |||
| New financial payables | 16 | - | 787 |
| Repayment of financial debts | 16 | (11,757) | (11,099) |
| Increase (decrease) in current financial payables | 16 | (5,924) | 1,115 |
| Outgoing cash flow due to IFRS 16 | 16 | (1,183) | (1,091) |
| Taxes paid | 27 | (5,971) | (1,129) |
| Interest paid | 26 | (231) | (719) |
| Interest received | 26 | 88 | 64 |
| Sale (purchase) of own shares | 16 | (238) | - |
| Dividends paid | 17 | (5,462) | (8,480) |
| Financial flows from assets and liabilities held for sales | 8 | 4,797 | (4,588) |
| TOTAL | (25,881) | (25,140) | |
| F) CASH FLOW FROM CONTINUING OPERATIONS (D+E) | 9,761 | (6,569) | |
| G) CASH FLOW FROM OPERATING ASSETS HELD FOR SALE AND DISPOSED | (1,066) | (25) | |
| H) Exchange rate translation differences on cash at hand | 16 | (78) | 349 |
| I) NET CHANGE IN CASH AT HAND (F+G+H) | 8,617 | (6,245) | |
| J) CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD (A+I) | 44,114 | 35,497 |
| (Euro /000) | Notes | Share capital |
Capital reserves |
Consolidation reserve |
Other reserves |
Retained profit /(loss) |
|---|---|---|---|---|---|---|
| Balance at 1 January 2021 | 14,400 | 21,926 | 6,742 | 10,107 | 19,239 | |
| Destination of profit 2020 | ||||||
| - Other reserves and provisions |
17 | - | - | (1,927) | - | 6,280 |
| - Dividends | 17 | - | - | - | - | (8,480) |
| Income/ (Expenses) recognised at equity |
17 | - | - | - | (18) | - |
| Change in translation reserve | 17 | - | - | - | - | - |
| Other changes | 17 | - | - | 79 | (2) | - |
| Profit 2021 | 17 | - | - | - | - | - |
| Balance at 31 December 2021 |
14,400 | 21,926 | 4,894 | 10,087 | 17,039 | |
| Destination of profit 2021 | ||||||
| - Other reserves and provisions |
17 | - | - | 4,487 | - | 9,205 |
| - Dividends | 17 | - | - | - | - | (5,462) |
| Income/ (Expenses) recognised at equity |
17 | - | - | - | 59 | - |
| Change in translation reserve | 17 | - | - | - | - | - |
| Other changes | 17 | - | - | (420) | (303) | - |
| Profit 31 December 2022 | 17 | - | - | - | - | - |
| Balance at 31 December 2022 |
14,400 | 21,926 | 8,961 | 9,843 | 20,782 |
| Overall EC reserves | |||||||
|---|---|---|---|---|---|---|---|
| Total shareholders' equity |
Shareholders' equity of minority interests |
Group Total shareholders' equity |
Profit/(loss) for the year |
Other reserves |
Currency translation reserve |
Fair value measurement reserve |
|
| 78,179 | - | 78,179 | 4,353 | (709) | 2,191 | (70) | |
| - | - | - | (4,353) | - | - | - | |
| (8,480) | - | (8,480) | - | - | - | - | |
| 376 | - | 376 | - | 44 | - | 350 | |
| 1,694 | - | 1,694 | - | - | 1,694 | - | |
| 77 | - | 77 | - | - | - | - | |
| 13,692 | - | 13,692 | 13,692 | - | - | - | |
| 85,538 | - | 85,538 | 13,692 | (665) | 3,885 | 280 | |
| - | - | - | (13,692) | - | - | - | |
| (5,462) | - | (5,462) | - | - | - | - | |
| 699 | - | 699 | - | 278 | - | 362 | |
| 256 | - | 256 | - | - | 256 | - | |
| (296) | - | (296) | - | - | 427 | - | |
| 9,988 | - | 9,988 | 9,988 | - | - | - | |
| 90,723 | - | 90,723 | 9,988 | (387) | 4,568 | 642 |
Annual financial report at 31 December 2022
Gefran Group
Gefran S.p.A. is incorporated and located in Italy, at Via Sebina 74, Provaglio d'Iseo (BS).
The consolidated financial statements of the Gefran Group for the year ending 31 December 2022 were approved by the Board of Directors on 9 March 2023, authorising their publication. The tagging of the financial statements, as well as the explanatory notes, has been prepared in compliance with the provisions of ESMA and the ESEF taxonomy. Some information
The consolidated financial statements of the Gefran Group were prepared in accordance with the International Financial Reporting Standards adopted by the European Union.
They comprise the financial statements of Gefran S.p.A., its subsidiaries and its direct and indirect associates, approved by their respective Boards of Directors. The consolidated companies have adopted international accounting standards, with the exception of a number of companies whose financial statements have been restated in accordance with IAS/IFRS for consolidation purposes.
The Gefran Group has adopted:
a statement of financial position, according to which assets and liabilities are separated into current and non-current categories;
included in the explanatory notes to the consolidated financial statements when extracted from the XHTML format in an XBRL instance, due to certain technical limitations, may not be reproduced in an identical manner with respect to the corresponding information viewable in the consolidated financial statements in XHTML format.
The Group's main activities are described in the Report on Operations.
The official audit of the consolidated financial statements was carried out by PricewaterhouseCoopers S.p.A.
These consolidated financial statements are presented in Euro, the functional currency of most Group companies. Unless otherwise stated, all amounts are expressed in thousands of Euro.
For details on the seasonal nature of the Group's operations, please refer to the attached "Consolidated income statement by quarter".
non-monetary transactions, any deferral or allocation from previous or future operating collections or payments, and revenues or costs associated with the cash flows deriving from investment or financing activities; with a view to greater transparency, the Company has chosen to present the cash flow statement in a format that better represents its own dynamics, starting with net profit for the period and then eliminating the taxes charged to the income statement, rather than starting with the pre-tax profit.
With reference to Consob resolution 15519 of 27 July 2006, amounts referring to transactions with related parties and non-recurring items are classified separately from the relevant items in the statement of financial position and income statement.
Subsidiaries are consolidated on a line-by-line basis when the Group has control over them. It only has control if all the following three conditions are met:
The results of subsidiaries acquired or sold over the year are included in the consolidated income statement as from the actual acquisition date or until the date they are sold.
Companies controlled jointly with other partners and associated companies, or in any event subject to significant influence are carried at equity.
The main principles adopted are the same for all companies in the scope of consolidation, and the related income statements and statements of financial position were all drawn up as of 31 December 2022; in addition, all financial statements have been approved by the respective Boards of Directors.
The main criteria adopted in line-by-line consolidation are listed below.
Gains from transactions between subsidiaries not yet realised, as well as receivables, payables, costs and revenues between consolidated companies, are eliminated.
The dividends paid by consolidated companies are eliminated from the income statement and added to earnings from previous years, if and to the extent that they are taken from them.
The portions of shareholders' equity and profits (losses) pertaining to minority interests are shown respectively in a specific item under shareholders' equity, separately from Group shareholders' equity, and in a specific item in the income statement.
If there were any assets held for sale and discontinued, the sale of which is highly likely in the next 12 months, they would be classified in accordance with IFRS 5, provided that the other conditions set out therein are met; therefore, once consolidated on a line-by-line basis, the related assets are classified in a single item, "Assets held for sale and discontinued", the related liabilities are recorded under liabilities in a single line of the statement of financial position, and the related margin is shown under "Net profit (loss) from assets held for sale and discontinued" in the income statement.
Profits and losses from intercompany transactions valued at equity are eliminated in proportion to the Group's percentage interest in the associate, except in cases where unrealised losses are evidence of a loss in value of the transferred asset.
Changes in equity interests that do not involve a loss of control or relate to investee companies already subject to control are treated as equity transactions (according to the entity control method) and therefore classified under shareholders' equity.
The scope of consolidation as at 31 December 2022 is different compared to 31 December 2021 merely because the liquidation process of the Turkish company Gefran Middle East Ltd Sti, which ceased operations in February 2021, ended in the fourth quarter of 2022. In addition, on 3 and 4 October 2022, in light of the framework agreement signed on 1 August 2022 for the sale of the motion control business to the WEG Group, the shareholding of Gefran Drives and Motion S.r.l. (IT) and Siei Areg Gmbh (DE), both subsidiaries of Gefran S.p.A. have been sold.
It should also be noted that, with effect from 3 January 2023, under the aforementioned agreement, Gefran Siei Asia Pte Ltd, a subsidiary of Gefran S.p.A., sold to WEG (Changzhou) Automation Equipment Co., Ltd, the Chinese subsidiary of the WEG group, the business unit involved in the motion control business. Finally, on 1 March 2023, the sale of the motion
The consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB) as approved by the European Union.
With reference to Consob Communication DEM/11070007 of 5 August 2011, it is also noted that the Group does not hold in its portfolio any bonds issued by central or local governments or government agencies, and is therefore not exposed to risks generated by market fluctuations. The consolidated financial statements were prepared using the general historic cost criterion, adjusted as required for the valuation of certain financial instruments.
With reference to Consob Communication No. 0003907 of 19 January 2015, note 12 "Goodwill" includes the required information, and specifically the references to the external information and the sensitivity analysis.
With reference to Consob Communication 0092543 dated 3 December 2015, it is noted that the Report on operations follows the ESMA guidelines (ESMA/2015/1415) for the disclosures needed to ensure the comparability, reliability and understandability of the Alternative Performance Indicators.
With reference to Consob Communication 0007780 of 28 January 2016, we note that the impact of market conditions on the information disclosed in the financial statements was considered in the Directors' Report on Operations. We also note that the application of IFRS 13 "Fair Value Measurement" by Gefran did not involve significant changes to the financial statements.
The most significant accounting standards adopted by the Gefran Group are summarised in this section.
The primary segment reporting format chosen by the
control business unit of Gefran India Private Limited, a subsidiary of Gefran S.p.A., to WEG Industries (India) Private Limited, the Indian subsidiary of the WEG group, became effective.
Gefran Group is by line of business. The accounting standards used for reporting segment information in the notes are consistent with those used for preparing the Annual financial report. The information provided in the primary segment reporting format relates to revenues, EBITDA and EBIT, and the assets and liabilities of each business unit.
The secondary segment reporting format, as required by IFRS 8, is by geographic region; this format shows revenues, investment and non-current assets based on the location of activities for each business unit. In the Gefran Group, the location of the activity essentially coincides with the location of the customer or entity that made the investment.
According to IFRS 15, revenues are acknowledged up to an amount reflecting the payment the entity expects to be entitled to in exchange for the transfer of assets; no distinctions are made between the sale of goods and of services. The new principle, which replaced all the current requirements of the IFRS for acknowledgement of revenues, was adopted by the Group without any impact resulting from the change in this principle.
Revenues are acknowledged when the company fulfils an obligation (to sell goods or provide services), transferring goods or services, which are considered to have been transferred from the time at which the customer takes over control of the goods or services.
When the result of the contract cannot be reliably measured, the revenue is recognised only to the extent that the costs incurred are recoverable.
This is recorded as financial income for interest income accrued during the year, using the effective interest rate method, which is the rate that discounts expected future cash flows according to the expected life of the financial instrument, added to the net value of the financial assets reported in the financial statements.
Dividends are recognised when the shareholders' right to receive payment arises, i.e. on the date of the Shareholders' Meeting resolution.
Government grants are recorded at fair value when there is a reasonable expectation that they will be received and that all the conditions relating thereto have been met.
When funding is related to cost components (e.g. contributions to expenditure), it is recognised as revenues but broken down systemically over several accounting periods so that the revenues match the costs they are meant to offset. When funding is related to an asset (e.g. grants for plant and equipment), the fair value is temporarily recorded under long-term liabilities, and gradually released to the income statement on a straight-line basis over the expected useful life of the asset concerned.
Costs for the period are recorded on an accruals basis and recognised net of returns, discounts and allowances.
Financial charges are recorded in the income statement when they are incurred, in accordance with the reference accounting treatment set forth in IAS 23.
Income tax for the period is calculated using an estimate of taxable income. The amount owed to the tax authorities is recorded under tax payables. Taxes paid in excess of the amount due are posted to tax receivables.
Current income taxes relating to items posted directly to shareholders' equity are reported directly in shareholders' equity and not in the income statement.
Deferred tax assets and liabilities are determined in relation to timing differences between the consolidated values of the asset and the liability and those recognised for tax purposes in the annual financial statements of the consolidated companies. Deferred tax assets are recognised when it is probable that sufficient taxable income is available to allow these assets to be used. Deferred tax liabilities are recognised for all taxable timing differences.
Basic earnings per ordinary share are calculated by dividing the Group's profit (loss) attributable to ordinary shares by the weighted average number of ordinary shares outstanding during the period, excluding own shares.
For the purposes of calculating the diluted earnings (loss) per ordinary share, the weighted average of outstanding shares is adjusted in line with the assumption that all potential shares resulting from the conversion of bonds or the assignment of options will be subscribed. The Group's net profit is also adjusted to take into account the impact of these operations, net of taxes.
Tangible assets are recognised at purchase cost, including ancillary costs. The cost of tangible assets is adjusted for depreciation on the basis of a systematic plan, taking into account the remaining possibility of economic use of the assets and also considering their physical wear and tear. Tangible assets are depreciated on a monthly basis from the time of entry into operation until they are sold or derecognised in the financial statements. If significant parts of tangible assets in use have different useful lives, the components identified are recognised and depreciated separately.
At the time of sale or when no future economic benefits are expected from the use of an asset, it is derecognised in the financial statements, and any gain or loss (calculated as the difference between the selling price and the net carrying value) is recognised in the income statement in the year of derecognition.
Costs for maintenance and ordinary repairs are charged to the income statement in the year in which they are incurred. Extraordinary maintenance costs that entail significant and tangible improvements to plant production capacity or safety or their economically useful lives are capitalised.
In 2018, the competent bodies of the European Union completed the approval process necessary for the adoption of IFRS 16 "Leasing". This new standard replaces the previous IAS 17.
The main change concerns the recognition in the accounts by the lessees which, on the basis of IAS 17, were obliged to make a distinction between a finance lease (recognised in accordance with the discounted cash flow method) and an operating lease (recognised on a straight-line basis). With IFRS 16, the accounting treatment of operating leases is placed on the same footing as finance leases. This standard is applicable from 1 January 2019, and early application was possible, together with the adoption of IFRS 15 "Revenues from contracts with customers". The Group decided to apply the new standard starting on 1 January 2019, on the basis of what is known as the Modified Retrospective approach, in which the value of the assets is entered at the value of the financial liabilities; moreover, as permitted by the IASB, practical expedients have been used such as exclusion of contracts with a residual duration of less than 12 months or contracts for which the fair value of the asset is calculated to fall under the conventional threshold of 5 thousand American Dollars (modest unitary value).
The assets analysed here are entered in the financial statements:
In assessment of the fair value and useful lifespan of the assets which are the subject of the contracts subject to application of IFRS 16, the following factors are taken into consideration:
/ initial ancillary costs, if specified in the contract;
/ final restoration costs, if specified in the contract;
Research costs are charged to the income statement at the time that they are incurred. Development costs incurred for a specific project are capitalised when all the following conditions are met:
Capitalised development costs are amortised on a systematic basis from the start of production and throughout the estimated life of the product. The carrying value of development costs is reviewed so as to carry out a fairness analysis (so-called "Impairment test") for the purpose of detecting any loss in value when an impairment indicator raises doubts regarding the possibility of recovering the carrying value. All other development costs are recognised in the income statement when they are incurred.
Business combinations are accounted for using the acquisition method, on the basis of which the identifiable assets, liabilities and potential liabilities of the company purchased which meet the conditions for entry under IFRS 3 are measured at their current value as of the purchase date. Deferred taxes are then allocated on the adjustments made to the previous carrying values to align them with the present value. Given its complexity, the application of the acquisition method involves an initial provisional phase in which the current values of the assets, liabilities and contingent liabilities acquired are determined, in order to allow the transaction to be recorded in the consolidated financial statements for the year in which the combination occurred. This initial recognition is completed and adjusted within twelve months of the acquisition date. Changes to the initial consideration due to events or circumstances occurring after the acquisition date are recognised in the statement of profit (loss) for the year.
Goodwill is recognised as the difference between:
The costs connected to the combination are not included in the consideration transferred and are therefore recognised in the statement of profit (loss) for the year. If, when the process of determining the present value of the assets, liabilities and contingent liabilities has been completed, this amount exceeds the acquisition cost, the excess is immediately credited to the income statement.
Goodwill is periodically reviewed to check the prerequisites for recoverability, through a comparison with the fair value or with future cash flows from the underlying investment. For the purposes of the comparative analysis, goodwill acquired in a business combination is allocated, at the acquisition date, to the Group's individual cash-generating units, or to the groups of cash-generating units expected to benefit from the synergies of combination, regardless of whether other assets or liabilities of the Group are assigned to those units or groups of units. Each unit or group of units to which goodwill is allocated:
When goodwill is part of a cash-generating unit (group of cash-generating units) and a part of the assets within the unit is sold, the goodwill associated with the asset disposed of is included in the carrying value of the asset to determine the gain or loss on the disposal. Goodwill transferred under these circumstances is measured according to the relative values of the asset disposed of and the retained portion of the unit. When the disposal relates to a subsidiary, the difference between the sale price and the net assets, together with cumulative translation differences and residual goodwill, is posted to the income statement.
IAS 36 requires assessment of the existence of impairments (referred to as Impairment testing) of tangible and intangible fixed assets and equity investments in the presence of indicators suggesting that this problem may exist. In the case of goodwill, this test is carried out at least once a year, while intangible assets are tested whenever there are indications of impairment. The recoverability of the asset is assessed by comparing the carrying value recognised in the financial statements with the greater between the net selling price, if an active market exists, and the value in use of the asset.
Value in use is defined on the basis of discounting of cash flows expected to result from use of the asset, or from a combination of assets (referred to as a Cash Generating Unit), as well as the value expected to be recovered from disposal at the end of its useful life. The cash-generating units have been identified in line with the organisational structure and the Group's business, as homogeneous combinations that generate independent cash flows through the continued use of the assets allocated to them.
Other intangible assets acquired or produced internally are recognised as assets in accordance with the provisions of IAS 38, "Intangible assets", when it is probable that the asset will generate future economic benefits and when the cost of the asset can be reliably determined. Development costs are only recognised under assets if all the following conditions are met:
/ intention to complete, use or sell the asset;
/ ability to use or sell the asset;
The useful life of an intangible asset may be qualified as definite or indefinite. Intangible assets with definite useful lives are amortised on a straight-line basis for the duration of the expected future sales deriving from the related project (usually 5 years). The useful life is reviewed annually and any changes are applied prospectively.
Non-current assets classified as held for sale and discontinued are measured in accordance with IFRS 5 at the lower of their carrying value and their fair value minus selling costs. The economic effect of these assets also includes taxation.
Investments in associated companies and joint ventures are valued at equity, according to which the associated company or joint venture is recognised at cost as of the acquisition date; this is subsequently adjusted by the portion pertaining to changes in its shareholders' equity. The losses of associated companies or joint ventures exceeding the interest held by the Group, including medium to long-term receivables, which effectively are part of the Group's net investment in the associated company, are not recognised, unless the Group has taken on the obligation to cover these losses.
The portions of profit (loss) resulting from the application of this consolidation method are posted to the income statement under "Gains (losses) from shareholdings valued at equity".
The surplus acquisition cost compared with the percentage pertaining to the Group of the current value of the associated company's identifiable assets, liabilities and contingent liabilities as of the acquisition date represents the goodwill, and continues to be included in the investment's carrying value. The minor value of the acquisition cost compared with the percentage pertaining to the Group of the fair value of the associated company's identifiable assets, liabilities and contingent liabilities as of the acquisition date is posted to the income statement for the year when the application process of the acquisition method is completed, or within 12 months of the acquisition.
If an associated company or joint venture recognises adjustments directly attributable to shareholders' equity and/or in the statement of comprehensive income, the Group in turn records the related portion under shareholders' equity, and where applicable, includes it in the statement of changes in shareholders' equity and/or the statement of other items of comprehensive income.
Any loss due to impairment recognised pursuant to IAS 36 is not attributable to goodwill or any asset contributing to the carrying value of the equity investment in the associated company, but to the value of the equity investment overall. Any reversal of value is therefore recognised fully to the extent that the recoverable value of the investment subsequently increases based on the result of the impairment test.
Equity investments in other companies are valued at fair value. The change in fair value recognised during the period is acknowledged in the statement of annual profit/(loss) and other comprehensive income, among items that will not be subsequently reclassified to annual profit/(loss).
Inventories are valued at acquisition or production cost and the market value, whichever is the lower. Ancillary costs are included in the acquisition cost. The following cost configuration is used:
Production cost includes the cost of raw materials, materials, labour and all other direct production expenses, including depreciation and amortisation. Production cost does not include distribution costs. Obsolete or slow-moving inventories are written down according to the possibility of using or realising them.
Receivables are recognised in the financial statements at their presumed realisable value, which comprises the nominal value, adjusted if necessary by specific impairment provisions. Trade receivables have due dates that fall within normal contractual periods (30 to 120 days) and are therefore not discounted.
Regarding the introduction of IFRS 9, and particularly the new method for impairment of financial investments, the Group revised its method for determination of the reserve to be used for coverage of losses on receivables, taking into account the losses expected throughout the life of the receivable, as required by the new standard.
Receivables factored without recourse are removed from the financial statements when all the risks associated with the sale of the receivable are borne by the factoring company.
Payables are recognised at nominal value. Trade payables have due dates that fall within normal contractual periods (60 to 120 days) and are therefore not discounted.
Derivatives are classified as "Hedging transactions" provided the requirements for applying so-called "hedge accounting" are met, even if they carried out with the intention of managing exposure to risk, and recognised as "Financial assets held for trading". Financial derivatives may be recognised using the methods established for hedge accounting only when the relationship between the derivative and the hedged item is formally documented and the hedge effectiveness is high (effectiveness test). The effectiveness of hedge transactions is documented both at the start of the transaction and periodically (at least at each reporting date of the financial statements or interim statements) and measured by comparing changes in the fair value of the hedging instrument with those of the hedged item.
When hedging transactions hedge the risk of chang-
es in the fair value of hedged instruments (fair value hedges), the derivatives are recognised at fair value and the effects are charged to the income statement. The Gefran Group does not hold derivatives of this kind.
When derivatives hedge the risk of changes in the cash flows of the hedged instruments (cash flow hedges), changes in the fair value of the derivatives are initially recorded under other items of comprehensive income and are then reclassified from shareholders' equity to profit (loss) for the period as a reclassification adjustment, in line with the economic effects of the hedged transaction. The change in fair value relating to the ineffective portion is recognised immediately in the income statement for the period. If the derivative is sold or no longer qualifies as an effective hedge against the risk for which it was initiated, or the occurrence of the underlying transaction is no longer regarded as highly probable, the portion of the "Cash flow hedge reserve" relating thereto is immediately reversed to the income statement.
The Group believes that all its existing hedges currently designated as effective hedges continue to qualify for hedge accounting under IFRS 9. As IFRS 9 does not alter the general principle on the basis of which an entity registers effective hedging, the Group has not felt any significant impact of application of this principle.
The Gefran Group uses financial derivatives such as Interest Rate Swaps (IRS) and Interest Rate Caps (CAP). Changes in the fair value of derivatives that do not qualify for hedge accounting are recognised in the income statement. Regardless of classification, all derivatives are measured at fair value using valuation techniques based on market data (such as, inter alia, discounted cash flow, the forward exchange rate method and the Black-Scholes formula and its developments).
Cash and cash equivalents include cash on hand and demand and short-term bank deposits, which are highly liquid and subject to an insignificant risk of changes in value. They are recognised at nominal value.
Payables and financial liabilities are initially recorded at fair value, which essentially coincides with
the amount to be paid, net of transaction costs. Purchases and sales of financial liabilities are recognised on the trading date, i.e. the date on which the Group committed to purchase/sell the liabilities.
Management determines the classification of financial liabilities in the categories identified at the time of their initial recognition. After initial recognition, financial liabilities are valued in relation to their classification within one of these categories. In detail, it is highlighted that:
Payables denominated in foreign currencies are adjusted to year-end exchange rates and gains or losses resulting from the adjustment are recognised in the income statement.
The Group believes that all its existing hedges currently designated as effective hedges continue to qualify for hedge accounting under IFRS 9.
Own shares are reported as a reduction in respect of shareholders' equity in a specific reserve. The original cost of the own shares and the income generated by any subsequent sales are recognised as changes in shareholders' equity.
Allocations to provisions for risks and future liabilities take place when the Group has a current obligation (legal or implicit) arising from a past event, it is probable that a financial outlay will take place to meet the obligation and a reliable estimate can be made of the obligation. These may be divided into current funds, when the financial outlay is planned to take place by the end of the year, and non-current provisions, if the financial outlay is planned beyond 12 months.
Allocations to provisions for risks and future liabilities exceeding one year are discounted only if the effect of discounting is material, at a pre-tax discount rate that reflects current market assessments of the value of money in relation to time and, if appropriate, the specific risks associated with the liability. When discounting back takes place, the increase in the provision due to the passage of time is recognised as a financial charge.
The post-employment benefit reserve, which is mandatory for Italian companies pursuant to Italian Law 297/1982, is considered a defined benefit plan and is based, inter alia, on the working lives of employees and the remuneration earned by the employee over a predetermined period of service. The post-employment benefit reserve is calculated by independent actuaries using the "Traditional Unit Credit Method". The Company has opted to recognise all cumulative actuarial gains and losses both on first-time adoption of IFRS and subsequently.
This item is also used to recognise non-competition agreements, signed with some employees to protect the company from any competitive activities; the value of the obligation is the subject of actuarial valuation and, when first recognised, the portion of the provision determined by actuarial methods is posted to the statement of profit/(loss) for the year.
The financial statements of subsidiaries, affiliates and joint ventures are prepared using the functional currency of the individual entity. The Consolidated Financial Statements are denominated in euros, the functional currency of the Parent Company Gefran S.p.A.
The rules for the translation of the companies' financial statements denominated in currencies other than the euro are as follows:
/ the "Currency translation reserve" includes both the exchange rate differences resulting from the translation of economic parameters at an exchange rate other than that at closing, and those generated by translating the opening shareholders' equity at an exchange rate other than that at the close of the reporting period.
When an investment in a foreign company is disposed of, the accumulated exchange rate differences recognised in the "Currency translation reserve", relating to a particular foreign company, are reported in the statement of profit/(loss) for the year.
Foreign currency transactions are implemented by each entity at the conversion rate prevailing at the accounting date. Subsequently, at the time of payment or collection, the exchange rate difference arising from the time difference between the two moments is recorded and posted to the income statement.
From an equity point of view, at the close of the reporting period, receivables and liabilities arising from transactions in currencies other than the functional currency are reassessed in the company's currency, taking as benchmark the exchange rate prevailing at the reporting date. Also in this case, the exchange rate difference is posted to the income statement.
Non-monetary items denominated in foreign currencies are translated into the functional currency at the exchange rate prevailing at the transaction date, i.e. at the historical exchange rate.
As of the date of this annual financial report, the process of obtaining EU approval was underway for the following amendments issued by the IASB during 2021 or earlier, which, once entered into force, could affect the Company's financial statements:
These amendments will be applicable only after endorsement by the EU.
In addition, the following amendments have been endorsed by the EU and will be applicable from 1 January 2024:
A preliminary assessment by the Company did not reveal any significant effects on its financial statements.
In drafting the Financial Statements and the Explanatory Notes to the accounts, in accordance with the IAS/IFRS principles, the Group makes use of estimates and assumptions to assess certain items. These are based on historical experience and uncertain but realistic assumptions that are assessed regularly and, if necessary, updated, with effect on the income statement for the period and prospectively. The uncertainty inherent in these assessments may lead to misalignment between the estimates made and recognition in the financial statements of the actual effects of the forecasted events.
Below are the processes that require Management to perform assessment estimates, and with regard to which a change in the underlying conditions could have a significant impact on the consolidated financial data:
Inventories are stated at their purchase cost (measured using the weighted average cost method) or, if lower, their net realisable value. The inventory allowance is needed to align the value of inventories with their estimated realisable value: inventories are analysed to identify slow-moving items, in order to recognise a provision that reflects their potential obsolescence.
The provision for doubtful receivables reflects Management's estimates regarding the recoverability of receivables from customers. This assessment is based on experience and on an analysis of situations with a known or probable risk of non-collection.
Following the introduction of IFRS 9 and, in particular, the new approach to measuring the impairment of financial assets, the Group now determines the allowance for doubtful accounts with reference to the lifetime expected credit losses attributable to the assets concerned, as envisaged in the new standard.
These are measured periodically using impairment tests, with the aim of determining their present value and recognising any differences with respect to their carrying amounts; for details, see the specific notes to the financial statements.
The provisions for post-employment benefits and NCAs are recorded in the financial statements and remeasured annually by external actuaries who inter alia make assumptions about the discount rate, inflation and certain demographics; for details, see the specific note to the financial statements.
The recoverability of deferred tax assets is periodically evaluated, based on the results achieved and on the business plans prepared by Management.
Provisions are made for risks that will probably have an adverse outcome. The amount of the provisions posted to the financial statements in relation to these risks represents Management's best estimate at that time. This estimate entails the adoption of assumptions that depend on factors that may change over time and that could, therefore, have a significant effect on the current estimates made by Management in preparing the Group's consolidated financial statements.
On 1 August 2022, the Board of Directors of Gefran S.p.A., the Parent Company, resolved to sign a framework agreement for the disposal of the motion control business to the Brazilian WEG Group for a total of Euro 23 million. This business comprises the design, production and sale of products and solutions governing the speed and control of AC and DC motors, inverters, armature converters and servo drives. These products, which guarantee maximum performance in terms of system precision and dynamics are used in a variety of applications such as lift control, cranes, metal rolling lines and the processing of paper, plastics, glass and metals.
The scope of the operation comprises Gefran Drives and Motion S.r.l. based in Gerenzano (Italy) and Siei Areg GmbH based in Pleidelsheim (Germany), both subsidiaries, together with the motion control lines of business of Gefran Siei Drives Technology Co Ltd. based in Shanghai (China) and Gefran India Private Ltd. based in Pune (India), which are also both subsidiaries.
Under the framework agreement, the disposal took place in several steps: the first phase, completed in the fourth quarter of 2022, saw the sale to WEG of the equity interests held in Gefran Drives and Motion S.r.l. and in Siei Areg GmbH. Subsequently, on 3 January and 1 March respectively, the motion control business units carved out from Gefran Siei Drives Technology Co Ltd and from Gefran India Private Ltd were sold.
The final consideration, settled in cash, has been determined using the calculation mechanisms normally used for transactions of this type.
Founded in 1961, the WEG group operates globally, manufacturing electrical and electronic equipment that is mainly used to produce capital goods. Present in 135 countries with production plants in 12 and over 37,000 employees, the group generated revenues of 23.6 billion Brazilian reals in 2021. This ranks it among the leading global operators in this sector.
Given its internationally-recognised leadership in the industrial motors and drives sector, WEG has guaranteed not only the industrial continuity of the business - fundamental for Gefran - but also the concrete possibility that its potential will be enhanced by exploiting fully the technological know-how developed by Gefran Drives and Motion S.r.l. over the past twenty years.
For Gefran the operation fits well with the strategic evolution of the Group, which is focused on strengthening its strategic sectors: sensors and automation components, where Gefran has invested most heavily in recent years and the Group seeks to accelerate growth significantly, both organically and via acquisitions.
Following the operation described above, the activities to be sold are presented in the schedules of this annual financial report as "Disposal groups held for sale and discontinued" pursuant to the provisions of IFRS 5 "Non-current assets held for sale and discontinued operations". The economic results, assets and liabilities of the disposal groups have been reclassified and, in order to ensure the comparability of data, the related amounts for comparative periods have also been restated in the same way. Transactions between the continuing operations and those held for sale have not been eliminated, in order to better reflect their performance as stand-alone activities.
Given the above, the statement of financial position of the Group that was originally published at 31 December 2021 has been restated, highlighting the effects of applying IFRS 5:
| (Euro /000) | Original Group BS at 31 |
Effect of eliminations |
IFRS 5 adoption companies and branches |
Restated Group BS at 31 |
|---|---|---|---|---|
| December 2021 |
available for sale and |
December 2021 |
||
| disposed | ||||
| NON-CURRENT ACTIVITIES | ||||
| Goodwill | 5,894 | - | (38) | 5,856 |
| Intangible assets | 9,543 | - | (3,228) | 6,315 |
| Property, plant, machinery and tools | 44,034 | - | (9,486) | 34,548 |
| Usage rights | 2,973 | - | (244) | 2,729 |
| Shareholdings valued at equity | 95 | - | - | 95 |
| Equity investments in other companies | 2,118 | - | - | 2,118 |
| Receivables and other non-current assets | 89 | - | - | 89 |
| Deferred tax assets | 4,279 | - | (682) | 3,597 |
| Other non-current financial investments | 67 | - | - | 67 |
| TOTAL NON-CURRENT ACTIVITIES | 69,092 | - | (13,678) | 55,414 |
| CURRENT ACTIVITIES | ||||
| Inventories | 28,039 | - | (13,590) | 14,449 |
| Trade receivables | 34,803 | 1,050 | (11,101) | 24,752 |
| Other receivables and assets | 5,251 | - | (1,648) | 3,603 |
| Current tax receivables | 407 | - | (46) | 361 |
| Cash and cash equivalents | 35,723 | - | (226) | 35,497 |
| Current financial receivables | - | 4,310 | (2,109) | 2,201 |
| TOTAL CURRENT ACTIVITIES | 104,223 | 5,360 | (28,720) | 80,863 |
| ASSETS HELD FOR SALE AND DISPOSED | - | - | 42,398 | 42,398 |
| TOTAL ASSETS | 173,315 | 5,360 | - | 178,675 |
| Original Group BS at 31 December 2021 |
Effect of eliminations |
companies and branches available for sale and disposed |
Restated Group BS at 31 December 2021 |
|---|---|---|---|
| 14,400 | - | - | 14,400 |
| 57,446 | - | - | 57,446 |
| 13,692 | - | - | 13,692 |
| 85,538 | - | - | 85,538 |
| - | - | - | - |
| 85,538 | - | - | 85,538 |
| 16,483 | - | - | 16,483 |
| 1,258 | - | (137) | 1,121 |
| 88 | |||
| 2,841 | |||
| 1,035 | |||
| 916 | |||
| 22,484 | |||
| 15,059 | |||
| 1,749 | - | (109) | 1,640 |
| 31,682 | 1,050 | (11,339) | 21,393 |
| 1,625 | - | (353) | 1,272 |
| 2,789 | - | (114) | 2,675 |
| 13,192 | - | (2,779) | 10,413 |
| 63,989 | 5,360 | (16,897) | 52,452 |
| - | - | 18,201 | 18,201 |
| 87,777 | 5,360 | - | 93,137 |
| 173,315 | 5,360 | - | 178,675 |
| 88 4,008 1,035 916 23,788 12,952 |
- - - - - 4,310 |
IFRS5 adoption - (1,167) - - (1,304) (2,203) |
The following tables analyse the main items in the statement of financial position at 31 December 2021 that have been reclassified pursuant to IFRS 5:
| (Euro /000) | Original Group BS at 31 December 2021 |
IFRS 5 adoption companies and branches available for sale and disposed |
Restated Group BS at 31 December 2021 |
|---|---|---|---|
| Development costs | 4,808 | (2,464) | 2,344 |
| Intellectual property rights | 1,170 | (7) | 1,163 |
| Assets in progress and payments on account | 2,465 | (757) | 1,708 |
| Other assets | 1,100 | - | 1,100 |
| Intangible assets | 9,543 | (3,228) | 6,315 |
| (Euro /000) | Original Group BS at 31 December 2021 |
IFRS 5 adoption companies and branches available for sale and disposed |
Restated Group BS at 31 December 2021 |
|---|---|---|---|
| Land | 5,217 | (1,408) | 3,809 |
| Industrial buildings | 22,504 | (5,146) | 17,358 |
| Plant and machinery | 11,810 | (2,512) | 9,298 |
| Industrial and commercial equipment | 1,347 | (208) | 1,139 |
| Other assets | 1,362 | (158) | 1,204 |
| Assets in progress and payments on account | 1,794 | (54) | 1,740 |
| Property, plant, machinery and tools | 44,034 | (9,486) | 34,548 |
| (Euro /000) | Original Group BS at 31 December 2021 |
IFRS 5 adoption companies and branches available for sale and disposed |
Restated Group BS at 31 December 2021 |
|---|---|---|---|
| Raw materials, consumables and supplies | 18,504 | (11,139) | 7,365 |
| provision for impairment of raw materials |
(3,689) | 2,435 | (1,254) |
| Work in progress and semi-finished products |
9,780 | (3,059) | 6,721 |
| provision for impairment of work in progress | (2,357) | 538 | (1,819) |
| Finished products and goods for resale | 7,854 | (2,875) | 4,979 |
| provision for impairment of finished products |
(2,053) | 510 | (1,543) |
| Inventories | 28,039 | (13,590) | 14,449 |
| (Euro /000) | Original Group BS at 31 December 2021 |
IFRS 5 adoption companies and branches available for sale and disposed |
Restated Group BS at 31 December 2021 |
|---|---|---|---|
| Insurance | 37 | (12) | 25 |
| Rents and leasing | 4 | - | 4 |
| Services and maintenance | 590 | (65) | 525 |
| Receivables from employees | 28 | (1) | 27 |
| Advances payments to suppliers | 309 | - | 309 |
| Other tax receivables | 2,952 | (1,348) | 1,604 |
| Other | 1,331 | (222) | 1,109 |
| Other receivables and assets | 5,251 | (1,648) | 3,603 |
| (Euro /000) | Original Group BS at 31 December 2021 |
IFRS 5 adoption companies and branches available for sale and disposed |
Restated Group BS at 31 December 2021 |
|---|---|---|---|
| Payables to personnel | 6,645 | (1,490) | 5,155 |
| Social security payables | 3,003 | (714) | 2,289 |
| Accrued interest on loans | 24 | - | 24 |
| Payables to directors and statutory auditors | 236 | (9) | 227 |
| Other accruals | 1,264 | (137) | 1,127 |
| Other payables for taxes | 1,980 | (418) | 1,562 |
| Other current liabilities | 40 | (11) | 29 |
| Other payables and liabilities | 13,192 | (2,779) | 10,413 |
Lastly, the goodwill relating to Gefran India, 38 thousand Euro at 31 December 2021, is allocated entirely to the motion control business and, therefore, is included within the scope of the disposal operation described above.
The statement of profit/(loss) for the period to 31 December 2021 is presented below, both as originally published and as restated to show the effects of applying IFRS 5:
| (Euro /000) | Original Group PL at 31 December 2021 |
Effect of eliminations |
IFRS 5 adoption companies and branches available for sale and disposed |
Restated Group PL at 31 December 2021 |
|---|---|---|---|---|
| Revenue from product sales | 158,382 | 1,660 | (43,839) | 116,203 |
| Other revenues and income | 1,850 | 1,143 | (598) | 2,395 |
| Increases for internal work | 2,261 | - | (985) | 1,276 |
| TOTAL REVENUES | 162,493 | 2,803 | (45,422) | 119,874 |
| Change in inventories | 7,047 | - | (2,767) | 4,280 |
| Costs for raw materials and accessories | (66,549) | (1,619) | 28,590 | (39,578) |
| Service costs | (24,340) | (1,184) | 5,648 | (19,876) |
| Miscellaneous management costs | (970) | - | 162 | (808) |
| Other operating income | 37 | - | - | 37 |
| Personnel costs | (51,541) | - | 10,198 | (41,343) |
| Impairment/reversal of trade and other receivables | (23) | - | (109) | (132) |
| Amortisation and impairment of intangible assets | (2,057) | - | 222 | (1,835) |
| Depreciation and impairment of tangible assets | (4,802) | - | 1,056 | (3,746) |
| Depreciation/amortisation total usage rights | (1,210) | - | 151 | (1,059) |
| EBIT | 18,085 | - | (2,271) | 15,814 |
| Gains from financial assets | 2,532 | - | (47) | 2,485 |
| Losses from financial liabilities | (2,838) | - | 177 | (2,661) |
| (Losses) gains from shareholdings valued at equity | 20 | - | - | 20 |
| PROFIT (LOSS) BEFORE TAX | 17,799 | - | (2,141) | 15,658 |
| Current taxes | (4,126) | - | 303 | (3,823) |
| Deferred tax assets and liabilities | 19 | - | 61 | 80 |
| TOTAL TAXES | (4,107) | - | 364 | (3,743) |
| NET PROFIT (LOSS) FOR THE PERIOD FROM CONTINUOUS OPERATING ACTIVITIES |
13,692 | - | (1,777) | 11,915 |
| Net profit (loss) from assets held for sale and disposed |
- | - | 1,777 | 1,777 |
| NET PROFIT (LOSS) FOR THE PERIOD | 13,692 | - | - | 13,692 |
| Attributable to: | ||||
| Group | 13,692 | - | - | 13,692 |
| Third parties | - | - | - | - |
For a better understanding of the economic, financial and cash flow information regarding the activities classified as "Held for sale and discontinued", reference is made to the section entitled "Economic and financial performance of the disposal groups held for sale at 31 December 2022".
It is clarified that on 3 October 2022, Gefran S.p.A. commenced the first phase of the sale of the motion control business to the Brazilian WEG group for 17.9 million Euro, out of an agreed total of 23 million Euro. On that date, the shareholdings in the Italian company Gefran Drives and Motion S.r.l. were sold to WEG S.r.l.; on 4 October 2022, Gefran S.p.A. sold the shares of the German company Siei Areg Gmbh to WEG S.A. for a value of EUR 1.4 million. In view of this, the following table shows the changes in "Intangible assets" and "Property, plant, machinery and equipment" in the 2022 financial year, already reclassified in application of IFRS 5:
| Historical cost | 31 December 2021 |
Increases | Decreases | Reclassifi cations |
Change in scope of consolidation |
Exchange rate differences |
31 December 2022 |
|---|---|---|---|---|---|---|---|
| (Euro /000) | |||||||
| Development costs | 10,527 | - | - | - | (10,527) | - | - |
| Intellectual property rights |
968 | 12 | - | - | (980) | - | - |
| Assets in progress and payments on account |
757 | 436 | - | - | (1,193) | - | - |
| Other assets | 424 | - | - | - | (424) | - | - |
| Total | 12,676 | 448 | - | - | (13,124) | - | - |
| Accumulated depreciation |
31 December 2021 |
Increases | Decreases | Reclassi fications |
Change in scope of consolidation |
Exchange rate differences |
31 December 2022 |
|---|---|---|---|---|---|---|---|
| (Euro /000) | |||||||
| Development costs | 8,063 | 416 | - | - | (8,479) | - | - |
| Intellectual property rights |
961 | 4 | - | - | (965) | - | - |
| Other assets | 424 | - | - | - | (424) | - | - |
| Total | 9,448 | 420 | - | - | (9,868) | - | - |
| Net value | 31 December 2021 | 31 December 2022 | Change |
|---|---|---|---|
| (Euro /000) | |||
| Development costs | 2,464 | - | (2,464) |
| Intellectual property rights | 7 | - | (7) |
| Assets in progress and payments on | |||
| account | 757 | - | (757) |
| Other assets | - | - | - |
| Total | 3,228 | - | (3,228) |
| Historical cost |
31 December 2021 |
Increases | Decreases | Reclassifications | Change in scope of consolidation |
Exchange rate differences |
31 December 2022 |
|---|---|---|---|---|---|---|---|
| (Euro /000) | |||||||
| Land | 1,408 | - | - | - | (1,408) | - | - |
| Industrial buildings |
11,726 | - | - | 9 | (11,735) | - | - |
| Plant and machinery |
14,042 | 153 | (34) | (940) | (10,536) | (61) | 2,624 |
Other assets 1,328 14 - 68 (1,297) (4) 109
Total 32,400 198 (941) 68 (28,881) (66) 2,778
3,842 26 (907) 981 (3,896) (1) 45
54 5 - (50) (9) - -
Assets in progress and payments on account
Industrial and commercial equipment
| Accumulated depreciation |
31 December 2021 |
Increases | Decreases | Reclassifications | Change in scope of consolidation |
Exchange rate differences |
31 December 2022 |
|---|---|---|---|---|---|---|---|
| (Euro /000) | |||||||
| Industrial | |||||||
| buildings | 6,580 | 264 | - | - | (6,844) | - | - |
| Plant and | |||||||
| machinery | 11,530 | 379 | (19) | (924) | (8,595) | (54) | 2,317 |
| Industrial and | |||||||
| commercial | 3,634 | 81 | (907) | 924 | (3,703) | (1) | 28 |
| equipment | |||||||
| Other assets | 1,170 | 51 | - | 54 | (1,180) | (3) | 92 |
| Total | 22,914 | 775 | (926) | 54 | (20,322) | (58) | 2,437 |
| Net value | 31 December 2021 | 31 December 2022 | Change |
|---|---|---|---|
| (Euro /000) | |||
| Land | 1,408 | - | (1,408) |
| Industrial buildings | 5,146 | - | (5,146) |
| Plant and machinery | 2,512 | 307 | (2,205) |
| Industrial and commercial equipment | 208 | 17 | (191) |
| Other assets | 158 | 17 | (141) |
| Assets in progress and payments on | 54 | - | (54) |
| account | |||
| Total | 9,486 | 341 | (9,145) |
The Group's activities are exposed to different types of risk: market risk (including exchange-rate risks, interest-rate risks and price risks), credit risk and liquidity risk. The Group's risk management strategy focuses on the unpredictability of markets and is intended to minimise the potential adverse impact on the Group's results. Certain types of risk are mitigated through the use of derivatives. Coordination and monitoring of the main financial risks are centralised in the Group's Finance and Administration Department, as well as in the Purchasing function as regards price risk, in close collaboration with the Group's operating units. Risk management policies are approved by the Group's Administration, Finance and Control Department, which provides written guidelines for managing the risks listed above and the use of financial derivatives and other financial instruments. In the context of the sensitivity analyses described below, the effect on net profit and shareholders' equity is determined gross of the tax effect.
The Group is exposed to exchange-rate risk in relation to commercial transactions and cash held in currencies other than the Euro, which is the Group's functional currency. Around 37% of sales are denominated in a different currency. Specifically, the Group is most exposed to the following exchange rates:
With reference to the two main currencies, at 31 December 2022 trade receivables include 2,945 thousand US dollars and trade payables include 1,777 thousand US dollars (at 31 December 2021, receivables included 2,954 thousand US dollars and payables included 2,995 US dollars); trade receivables also include 16,310 thousand renminbi and trade payables also include 2,084 thousand renminbi (at 31 December 2021, receivables included 16,739 thousand renminbi and payables included 5,659 thousand renminbi).
The sensitivity of the fair value of reported assets and liabilities to hypothetical and unexpected 5% and 10% shifts in exchange rates is shown below:
| 31 December 2022 | 31 December 2021 | |||
|---|---|---|---|---|
| (Euro /000) | -5% | +5% | -5% | +5% |
| Chinese renminbi | 102 | (92) | 82 | (74) |
| U.S. dollar | 48 | (43) | 31 | (15) |
| Total | 150 | (135) | 113 | (89) |
| 31 December 2022 | 31 December 2021 | |||
|---|---|---|---|---|
| (Euro /000) | -10% | +10% | -10% | +10% |
| Chinese renminbi | 214 | (175) | 173 | (141) |
| U.S. dollar | 101 | (82) | 65 | (28) |
| Total | 315 | (257) | 238 | (169) |
The sensitivity of the fair value of the net profit for the period to hypothetical and unexpected 5% and 10% shifts in the most significant exchange rates is shown below:
| 31 December 2022 | 31 December 2021 | |||
|---|---|---|---|---|
| (Euro /000) | -5% | +5% | -5% | +5% |
| Chinese renminbi | 65 | (59) | 77 | (69) |
| U.S. dollar | 57 | (52) | 22 | (20) |
| Total | 122 | (111) | 99 | (89) |
| 31 December 2022 | 31 December 2021 | |||
|---|---|---|---|---|
| (Euro /000) | -10% | +10% | -10% | +10% |
| Chinese renminbi | 137 | (112) | 162 | (132) |
| U.S. dollar | 121 | (99) | 47 | (38) |
| Total | 258 | (211) | 209 | (170) |
The sensitivity of the fair value of shareholders' equity to hypothetical and unexpected 5% and 10% shifts in the most significant exchange rates is shown below:
| 31 December 2022 | 31 December 2021 | |||
|---|---|---|---|---|
| (Euro /000) | -5% | +5% | -5% | +5% |
| Chinese renminbi | 621 | (562) | 565 | (511) |
| U.S. dollar | 500 | (452) | 416 | (376) |
| Total | 1,121 | (1,014) | 981 | (887) |
| 31 December 2022 | 31 December 2021 | |||
|---|---|---|---|---|
| (Euro /000) | -10% | +10% | -10% | +10% |
| Chinese renminbi | 1,312 | (1,073) | 1,192 | (975) |
| U.S. dollar | 1,055 | (863) | 878 | (718) |
| Total | 2,367 | (1,936) | 2,070 | (1,693) |
The interest-rate risk to which the Group is exposed mainly originates from short- and long-term financial payables with a floating rate (totalling 14,563 thousand Euro at 31 December 2022). Floating-rate loans expose the Group to a risk associated with interest-rate volatility (cash flow risk). The Group uses derivatives to hedge its exposure to interest-rate risk, arranging Interest Rate Swap (IRS) and Interest Rate Cap (CAP) contracts.
The Group's Administration and Finance Department monitors the exposure to interest-rate risk and proposes appropriate hedging strategies to contain the exposure within the limits defined and agreed in the Group's policies, using derivatives when necessary.
The following sensitivity analysis shows the impact on consolidated net profit/(loss) of an interest-rate increase/decrease of 100 basis points with respect to the spot interest rates at 31 December 2022 and 31 December 2021, while keeping other variables unchanged.
| 31 December 2022 | 31 December 2021 | |||
|---|---|---|---|---|
| (Euro /000) | (100) | 100 | (100) | 100 |
| Euribor | 430 | (430) | 324 | (334) |
| Libor | - | - | (1) | 1 |
| Total | 430 | (430) | 322 | (332) |
The potential impacts described above have been calculated on the basis of the net liabilities representing the most significant part of the Group's debt as of the date of this Half-yearly Financial Report and calculating, on the basis of this amount, the effect on net financial charges of a change in the annual interest rate.
The net liabilities considered in this analysis include variable-rate financial receivables and payables, cash and cash equivalents, and financial derivatives, the value of which is affected by interest rate fluctuations.
The table below analyses by maturity the carrying amount at 31 December 2022 of the Group's financial instruments exposed to interest-rate risk:
| (Euro /000) | <1 year | 1 - 5 years | >5 years old | Total |
|---|---|---|---|---|
| Loans due | 9,277 | 7,205 | - | 16,482 |
| Financial payables due to leasing under IFRS 16 | 955 | 1,516 | 266 | 2,737 |
| Other accounts payable | 25 | - | - | 25 |
| Account overdrafts | 1,167 | - | - | 1,167 |
| Total liabilities | 11,424 | 8,721 | 266 | 20,411 |
| Cash in current accounts | 44,090 | - | - | 44,090 |
| Total assets | 44,090 | - | - | 44,090 |
| Total variable rate | 32,666 | (8,721) | (266) | 23,679 |
By contrast with the analysis of the Net Financial Position, the amounts shown in the table above exclude the fair value of derivatives (positive by 539 thousand Euro), cash on hand (positive by 24 thousand Euro) and deferred financial income (positive by 28 thousand Euro).
The table below analyses by maturity the carrying amount at 31 December 2021 of the Group's financial instruments exposed to interest-rate risk:
| (Euro /000) | <1 year | 1 - 5 years | >5 years old | Total |
|---|---|---|---|---|
| Loans due | 11,756 | 16,286 | 197 | 28,239 |
| Financial payables due to leasing under IFRS 16 | 1,640 | 1,111 | 10 | 2,761 |
| Other accounts payable | 2,109 | - | - | 2,109 |
| Account overdrafts | 1,194 | - | - | 1,194 |
| Total liabilities | 16,699 | 17,397 | 207 | 34,303 |
| Cash in current accounts | 35,466 | - | - | 35,466 |
| Crediti finanziari correnti | 2,201 | - | - | 2,201 |
| Total assets | 37,667 | - | - | 37,667 |
| Total variable rate | (20,968) | (22,886) | (444) | (3,364) |
Prudent management of the liquidity risk arising from the Group's normal operations means that an appropriate level of cash on hand and shortterm securities must be maintained, together with an ability to drawn funds from an appropriate amount of committed credit lines.
The Group's Administration and Finance Department monitors forecast usage of the Group's available liquidity based on expected cash flows. The following table analyses available liquidity on the specified reporting dates:
| (Euro /000) | 31 December 2022 |
31 December 2021 |
Change |
|---|---|---|---|
| Cash and cash equivalents | 24 | 31 | (7) |
| Cash in bank deposits | 44,090 | 35,466 | 8,624 |
| Term deposits – less than 3 months | - | - | - |
| Total liquidity | 44,114 | 35,497 | 8,617 |
| Multiple mixed credit lines | 24,200 | 24,200 | - |
| Cash flexibility credit lines | 3,935 | 3,935 | - |
| Invoice factoring credit lines | 7,750 | 7,750 | - |
| Total credit lines available | 35,885 | 35,885 | - |
| Total available liquidity | 79,999 | 71,382 | 8,617 |
To complete the disclosure about financial risks, the following table reconciles the financial assets and liabilities reported in the Group's statement of financial position with those identified pursuant to IFRS 7:
| (Euro /000) | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Available-for-sale assets valued at fair value: | ||||
| Shareholdings valued at fair value with a balancing item in other overall |
394 | - | 1,609 | 2,003 |
| Hedging transactions | - | 539 | - | 539 |
| Total assets | 394 | 539 | 1,609 | 2,542 |
| Hedging transactions | - | - | - | - |
| Foreign exchange forward transactions | - | - | - | - |
| Total liabilities | - | - | - | - |
Level 1: Fair values represented by the prices - listed in active markets (unadjusted) - of financial instruments identical to those being valued that may be accessed at the measurement date. These prices are defined as mark-to-market inputs as they provide a fair value measurement based directly on official market prices, therefore without the need for any modification or adjustment. The change since 31 December 2021 reflects the decrease in the value of the investment in Woojin Plaimm Co Ltd. by 115 thousand Euro.
Level 2: Fair values determined using measurement techniques based on variables that may be observed in active markets, which in this case include the measurement of interest-rate and exchange-rate hedges. As with the Level 1 inputs, reference is made to the mark-to-market value, using a measurement method that adjusts the value of financial instruments or contracts systematically to reflect their current market prices.
Level 3: Fair values determined using measurement techniques based on market variables that may not be observable, particular in the case of investments in other companies not listed on international markets. This item mainly relates to the investment held in Colombera S.p.A.
The following table reconciles the financial assets and liabilities reported in the Group's statement of financial position at 31 December 2021 with those identified pursuant to IFRS 7:
| (Euro /000) | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Available-for-sale assets valued at fair value: | ||||
| Shareholdings valued at fair value with a balancing item in other overall |
509 | - | 1,609 | 2,118 |
| Hedging transactions | - | - | - | - |
| Total assets | 509 | - | 1,609 | 2,118 |
| Hedging transactions | - | (88) | - | (88) |
| Foreign exchange forward transactions | - | - | - | - |
| Total liabilities | - | (88) | - | (88) |
The Group grants its customers deferred payment conditions, which vary according to the market practices in individual countries. The solvency of all customers is monitored regularly and any risks are periodically covered by appropriate provisions. Despite these precautions, under current market conditions, it is possible that some customers may be unable to generate sufficient cash flow or access sufficient sources of funding, resulting in payment delays or failure to honour their obligations.
Receivables are adjusted to their estimated realisable value by the allowance for doubtful accounts, which is determined pursuant to IFRS 9 with reference to the expected credit losses on each position, taking account of past experience in each business area and geographical region.
The Group has developed estimates based on the best information available about past events, current economic conditions and forecasts for the future. The analyses conducted to determine the existence of this risk are based primarily on three factors:
With reference to this last point, the Group has performed analyses using a risk matrix that takes geographical region, business area and individual customer solvency in account.
Management considers the forecasts generated to be reasonable and sustainable, despite the current climate of uncertainty.
Gross trade receivables are analysed below at 31 December 2022 and 31 December 2021:
| (Euro /000) | Total value |
Not overdue |
Overdue by up to 2 months |
Overdue by 2 to 6 months |
Overdue by 6 to 12 months |
Overdue by more than 12 months |
Receivables individually written down |
|---|---|---|---|---|---|---|---|
| Gross trade receivables at 31 December 2022 |
25,283 | 22,570 | 1,323 | 147 | 160 | 177 | 906 |
| Gross trade receivables at 31 December 2021 |
25,952 | 23,473 | 851 | 371 | 132 | 149 | 976 |
The Gefran Group has established formal procedures for granting credit limits and for credit collection by the credit department, in partnership with leading external law firms. All the procedures put in place are intended to reduce credit risk. The exposure to other forms of credit, such as financial receivables, is monitored constantly and reviewed monthly, or at least quarterly, in order to identify any losses or collection risks.
Since production by the Group mainly involves mechanical, electronic and assembly processes, the exposure to energy price fluctuations is limited. The Group is exposed to changes in basic commodity prices (e.g. metals) to a small extent, given that the product cost component contributed by these materials is very limited.
The purchase prices of key components are usually agreed with counterparts for the full year and reflected in the budget. The structured and formalised governance systems adopted by the Group mean that the margins earned can be analysed periodically.
As regards the recent rise in prices, also related to developments in the geo-political situation, key factors were in-depth knowledge of the product and the synergy between the various company areas, which has made it possible to promptly navigate new technological roads, broaden the panorama of choices and introduce new supply opportunities, in order to mitigate the effect of rising prices.
All financial instruments are recorded in the Group's financial statements at fair value. The carrying value of the financial liabilities measured at amortised cost is deemed to approximate their fair value at the reporting date.
The following table summarises the Group's net financial position, comparing fair value and carrying value:
| carrying value | ||||||
|---|---|---|---|---|---|---|
| (Euro /000) | 31 December 2022 |
31 December 2021 |
31 December 2022 |
31 December 2021 |
||
| Financial assets | ||||||
| Cash and cash equivalents | 24 | 31 | 24 | 31 | ||
| Cash in bank deposits | 44,090 | 35,466 | 44,090 | 35,466 | ||
| Financial investments for derivatives | 539 | - | 539 | - | ||
| Current financial receivables | - | 2,201 | - | 2,201 | ||
| Non-current financial investments | 28 | 67 | 28 | 67 | ||
| Total financial assets | 44,681 | 37,765 | 44,681 | 37,765 | ||
| Financial liabilities | ||||||
| Current portion of long-term debt | (9,277) | (11,756) | (9,277) | (11,756) | ||
| Short-term bank debt | (1,167) | (1,194) | (1,167) | (1,194) | ||
| Financial liabilities for derivatives | - | (88) | - | (88) | ||
| Payables due to leasing contracts under IFRS 16 |
(2,737) | (2,761) | (2,737) | (2,761) | ||
| Other financial payables | (25) | (2,109) | (25) | (2,109) | ||
| Non-current financial debt | (7,205) | (16,483) | (7,205) | (16,483) | ||
| Total financial liabilities | (20,411) | (34,391) | (20,411) | (34,391) | ||
| Total net financial position | 24,270 | 3,374 | 24,270 | 3,374 |
On 1 August 2022, the Board of Directors of Gefran S.p.A., the Parent Company, resolved to sign a framework agreement for the disposal of the motion control business to the Brazilian WEG Group for a total of Euro 23 million. This business comprises the design, production and sale of products and solutions governing the speed and control of AC and DC motors, inverters, armature converters and servo drives. These products, which guarantee maximum performance in terms of system precision and dynamics are used in a variety of applications such as lift control, cranes, metal rolling lines and the processing of paper, plastics, glass and metals.
The scope of the operation comprises Gefran Drives and Motion S.r.l. based in Gerenzano (Italy) and Siei Areg GmbH based in Pleidelsheim (Germany), both subsidiaries, together with the motion control lines of business of Gefran Siei Drives Technology Co Ltd. based in Shanghai (China) and Gefran India Private Ltd. based in Pune (India), which are also both subsidiaries.
With reference to the operation described and consistent with the application of IFRS 5 "Non-current assets held for sale and discontinued operations", the economic results and assets/liabilities associated with the disposal group have been reclassified to specific lines of the income statement and statement of financial position. In order to ensure the comparability of data, the related amounts for comparative periods have also been reclassified in the same way.
The Gefran Group is now organised into two sectors of activity: sensors and automation components.
The economic trends and principal investments are discussed in the Report on Operations.
| (Euro /000) | Sensors | Automation components |
Eliminations | Not Divided |
31 December 2022 |
|
|---|---|---|---|---|---|---|
| a | Revenues | 88,557 | 53,796 | (7,926) | 134,427 | |
| b | Increases for internal work |
411 | 496 | - | 907 | |
| c | Consumption of materials and products | 24,712 | 23,172 | (7,926) | 39,958 | |
| d | Value Added (a+b-c) |
64,256 | 31,120 | - | - | 95,376 |
| e | Other operating costs |
16,310 | 7,235 | - | 23,545 | |
| f | Personnel costs |
27,486 | 19,709 | - | 47,195 | |
| g | EBITDA (d-e-f) | 20,460 | 4,176 | - | - | 24,636 |
| h | Depreciation, amortisation and impairment |
4,165 | 2,957 | - | 7,122 | |
| i | EBIT (g-h) | 16,295 | 1,219 | - | - | 17,514 |
| l | Gains (losses) from financial assets/liabilities |
98 | 98 | |||
| m | Gains (losses) from shareholdings |
24 | 24 | |||
| valued at equity |
||||||
| n | Profit (loss) before tax (i±l±m) | 16,295 | 1,219 | - | 122 | 17,636 |
| o | Taxes | (4,184) | (4,184) | |||
| p | Result from operational activities (n±o) |
16,295 | 1,219 | - | (4,062) | 13,452 |
| q | Net income from assets available for sale and disposed |
(3,464) | (3,464) | |||
| r | Group net profit (loss) (p±q) | 16,295 | 1,219 | - | (7,526) | 9,988 |
| (Euro /000) | Sensors | Automation components |
Eliminations | 31 Not December Divided 2021 |
|
|---|---|---|---|---|---|
| a | Revenues | 79,365 | 46,286 | (7,053) | 118,598 |
| b | Increases for internal work |
400 | 876 | - | 1,276 |
| c | Consumption of materials and products | 23,251 | 19,100 | (7,053) | 35,298 |
| d | Value Added (a+b-c) |
56,514 | 28,062 | - | - 84,576 |
| e | Other operating costs |
14,537 | 6,242 | - | 20,779 |
| f | Personnel costs |
24,124 | 17,219 | - | 41,343 |
| g | EBITDA (d-e-f) | 17,853 | 4,601 | - | - 22,454 |
| h | Depreciation, amortisation and impairment |
3,869 | 2,771 | - | 6,640 |
| i | EBIT (g-h) | 13,984 | 1,830 | - | - 15,814 |
| i | EBIT (g-h) | 13,984 | 1,830 | - - |
15,814 |
|---|---|---|---|---|---|
| Gains (losses) from financial |
|||||
| l | assets/liabilities | (176) | (176) | ||
| Gains (losses)from shareholdings |
|||||
| m | valued at equity |
20 | 20 | ||
| n | Profit (loss) before tax (i±l±m) | 13,984 | 1,830 | - (156) |
15,658 |
| o | Taxes | (3,743) | (3,743) | ||
| Result from operational |
|||||
| p | activities (n±o) |
13,984 | 1,830 | - (3,899) |
11,915 |
| Net income from assets available for sale | |||||
| q | and disposed | 1,777 | 1,777 | ||
| r | Group net profit (loss) (p±q) | 13,984 | 1,830 | - (2,122) |
13,692 |
Inter-sector sales are booked at transfer prices that are broadly in line with market prices.
To ensure correct interpretation of figures relating to the individual activities, it should be noted that:
| (Euro /000) | Sensors | components Automation |
Divided Not |
31 December 2022 |
Sensors | components Automation |
Divided Not |
31 December 2021 |
|---|---|---|---|---|---|---|---|---|
| Intangible assets | 9,734 | 2,303 | - | 12,037 | 9,635 | 2,536 | - | 12,171 |
| Tangiblefixedassets | 24,058 | 13,866 | - | 37,924 | 23,340 | 13,937 | - | 37,277 |
| Othernon-currentassets | - | - | 6,547 | 6,547 | 5,899 | 5,899 | ||
| Netnon-currentassets | 33,792 | 16,169 | 6,547 | 56,508 | 32,975 | 16,473 | 5,899 | 55,347 |
| Inventories | 9,982 | 10,085 | - | 20,067 | 7,616 | 6,833 | - | 14,449 |
| Trade receivables | 13,380 | 10,803 | - | 24,183 | 14,508 | 10,244 | - | 24,752 |
| Tradepayables | (11,595) | (11,053) | - | (22,648) | (11,019) | (10,374) | - | (21,393) |
| Otherassets/liabilities | (5,240) | (3,597) | (1,466) | (10,303) | (3,855) | (2,994) | (2,275) | (9,124) |
| Working capital | 6,527 | 6,238 | (1,466) | 11,299 | 7,250 | 3,709 | (2,275) | 8,684 |
| Provisions forrisksandfutureliabilities | (1,153) | (622) | (66) | (1,841) | (1,137) | (643) | (527) | (2,307) |
| Deferredtaxprovisions | - | - | (1,029) | (1,029) | - | - | (916) | (916) |
| Employee benefits | (844) | (1,397) | - | (2,241) | (1,132) | (1,709) | - | (2,841) |
| Invested capital from operations | 38,322 | 20,388 | 3,986 | 62,696 | 37,956 | 17,830 | 2,181 | 57,967 |
| Investedcapitalfromassetsheldfor saleanddisposed |
3,758 | 3,758 | 24,311 | 24,311 | ||||
| Netinvestedcapital | 38,322 | 20,388 | 7,744 | 66,454 | 37,956 | 17,830 | 26,492 | 82,278 |
| Shareholders' equity | - | - | 90,724 | 90,724 | - | - | 85,538 | 85,538 |
| Non-current financial payables | 7,205 | 7,205 | 16,483 | 16,483 | ||||
| Currentfinancialpayables | 10,469 | 10,469 | 15,059 | 15,059 | ||||
| Financial payables for IFRS 16 leases (current and non-current) |
2,737 | 2,737 | 2,761 | 2,761 | ||||
| Financial liabilities for derivatives (current and non-current) |
- | - | 88 | 88 | ||||
| Financialassets for derivatives (currentandnon-current) |
(539) | (539) | - | - | ||||
| Other non-current financial investments | (28) | (28) | (67) | (67) | ||||
| Currentfinancialreceivables | - | - | (2,201) | |||||
| Cash and cash equivalents and current financial receivables |
(44,114) | (44,114) | (35,497) | (35,497) | ||||
| Net debt relating to operations | - | - | (24,270) | (24,270) | - | - | (3,374) | (3,374) |
| Netdebtrelatingtoassetsheld forsalesanddisposed |
- | - | - | - | - | - | 114 | 114 |
| Totalsourcesoffinancing | - | - | 66,454 | 66,454 | - | - | 82,278 | 82,278 |
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change | % |
|---|---|---|---|---|
| Italy | 43,210 | 37,561 | 5,649 | 15.0% |
| European Union | 36,603 | 30,846 | 5,757 | 18.7% |
| Europe non-EU | 4,816 | 4,084 | 732 | 17.9% |
| North America | 13,461 | 9,794 | 3,667 | 37.4% |
| South America | 5,690 | 4,176 | 1,514 | 36.3% |
| Asia | 28,235 | 29,342 | (1,107) | -3.8% |
| Rest of the world | 476 | 400 | 76 | 19.0% |
| Total | 132,491 | 116,203 | 16,288 | 14.0% |
| 31 December 2022 | 31 December 2021 | ||||
|---|---|---|---|---|---|
| (Euro /000) | intangible | tangible assets |
intangible | tangible assets |
|
| Italy | 1,503 | 4,226 | 1,680 | 5,063 | |
| European Union | 5 | 112 | 2 | 46 | |
| Europe non-EU | 7 | 18 | - | 16 | |
| North America | - | 52 | - | 199 | |
| South America | 4 | 168 | 7 | 54 | |
| Asia | 5 | 216 | - | 367 | |
| Total | 1,524 | 4,792 | 1,689 | 5,745 |
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change | % |
|---|---|---|---|---|
| Italy | 38,692 | 37,919 | 773 | 2.0% |
| European Union | 2,342 | 2,237 | 105 | 4.7% |
| Europe non-EU | 2,992 | 3,054 | (62) | -2.0% |
| North America | 7,625 | 7,292 | 333 | 4.6% |
| South America | 688 | 414 | 274 | 66.2% |
| Asia | 4,736 | 4,498 | 238 | 5.3% |
| Total | 57,075 | 55,414 | 1,661 | 3.0% |
The item "Goodwill" amounted to 6,016 thousand Euro at 31 December 2022, an increase of 160 thousand Euro over 31 December 2021 due exclusively to exchange rate differences, as described below:
| (Euro /000) | 31 December 2021 |
Increases | Decreases | Exchange rate differences |
31 December 2022 |
|---|---|---|---|---|---|
| Gefran France SA | 1,310 | - | - | - | 1,310 |
| Gefran Inc. | 2,592 | - | - | 160 | 2,752 |
| Sensormate AG | 1,954 | - | - | - | 1,954 |
| Total | 5,856 | - | - | 160 | 6,016 |
The goodwill acquired on business combinations was allocated to specific Cash Generating Units for impairment testing purposes.
The carrying value of goodwill is analysed below:
| (Euro /000) | Year | Goodwill France |
Goodwill India |
Goodwill USA | Goodwill Switzerland |
Total |
|---|---|---|---|---|---|---|
| 2022 | 1,310 | - | 2,752 | 1,954 | 6,016 | |
| Sensors | 2021 | 1,310 | - | 2,592 | 1,954 | 5,856 |
| 2022 | 1,310 | - | 2,752 | 1,954 | 6,016 | |
| Total | 2021 | 1,310 | - | 2,592 | 1,954 | 5,856 |
In examining the possible impairment indicators and in calculating its valuations, Management took into account, among other things, the relationship between market capitalisation (125.4 million Euro) and the carrying value of the Group's shareholders' equity (90.7 million Euro) at 31 December 2022, revealing definitely positive coverage. The effects of the COVID-19 pandemic that affected the Asian market in 2022 were also examined.
As part of the analysis on the recoverability of the values of goodwill, in accordance with the key principles of IAS 36, the values in use in the Group and in the CGU mentioned above, to which the tested assets were allocated, were determined. This exercise was based on the forecast cash flows discounted back, produced by the CGUs subject to analysis, appropriately discounted back by means of the rates which reflect the risk.
Goodwill relating to the CGUs France, USA and Switzerland has been attributed to the sensors business unit. For impairment testing purposes, all goodwill is examined on the basis of data from the specific CGUs, which corresponds to the subsidiary companies operating in the aforesaid geographic regions.
The main assumptions used in conducting the impairment tests are set out in the table below:
| (Euro /000) | Net invested capital at 31 December 2022 |
Net invested capital at 31 December 2021 |
Explicit forecast |
WACC (%) |
Value in use at 31 December 2022 |
Risk free (*) |
Risk premium (*) |
Theoretical tax rate (*) |
|---|---|---|---|---|---|---|---|---|
| Consolidated | 67,039 | 57,970 | 2023 - 2025 | 10.6% | 201,849 | 4.0% | 5.9% | 26.7% |
| (Euro /000) | Net invested capital at 31 December 2022 |
Net invested capital at 31 December 2021 |
Explicit forecast |
WACC (%) |
Value in use at 31 December 2022 |
Risk free (*) |
Risk premium (*) |
Theoretical tax rate (*) |
|---|---|---|---|---|---|---|---|---|
| Gefran France SA |
1,310 | 1,310 | 2023 - 2025 | 9.7% | 5,661 | 2.8% | 5.9% | 25.0% |
| Gefran Inc. | 2,752 | 2,592 | 2023 - 2025 | 10.2% | 21,091 | 3.6% | 5.9% | 21.0% |
| Sensormate AG |
1,954 | 1,954 | 2023 - 2025 | 8.3% | 8,022 | 1.3% | 5.9% | 16.3% |
| Total | 6,016 | 5,856 |
The results achieved by the Group in the year 2022 were higher than expected, both in terms of revenues and in terms of the cash flows generated, although the COVID-19 pandemic has still had impacts, particularly in relation to the Asian market.
When determining value in use, specific cash flows deriving from the Group Plan for the period 2023 - 2025 were considered, along with terminal value, representing ability to generate cash flows beyond the explicit forecast time horizon.
The main assumptions that Management has used to calculate value in use concern the discount rate (Weighted Average Cost of Capital, socalled WACC) and the long-term growth rate (g rate), as well as the cash flows deriving from the Group Plan.
The rate used for discounting future cash flows is the weighted average cost of capital (WACC), as calculated at the end of 2022, determined by the weighted average of the cost of own capital and the cost of third-party capital, net of the effect on taxation.
When calculating the same, market parameters are used such as the "beta", a factor expressing the risk which characterises the particular business with respect to the financial market in general, and the related financial structure taken from calculations developed by Professor Damodaran, one of the leading experts in business valuations globally.
The return on risk-free assets was benchmarked to the average yield in the last three months of 2022 on government bonds of countries in which the Group and the CGUs operate.
The premium for market risk represents the additional return required by a risk-averse investor, compared with the return that can be obtained from risk-free assets: it is attributable to the difference between the long-term normalised return of the share market and the risk-free assets rate. For this component and for the "beta", the reference used for all CGUs, regardless of geographic region of reference, was so-called global value, according to Professor Damodaran's calculations, in order to reduce the volatility of the component from one year to the next.
In order to establish the terminal value, the long-term growth rate of the cash flows adopted has been defined in relation to the expected levels of inflation in the various geographic areas in which the Group operates, making reference to estimates of international bodies.
The general change in the WACC between 2022 and 2021 is mainly related to the increase in the risk free rate and the "cost of debt" mainly due to the moves to increase interest rates by major central banks during the second half of 2022 to counter the growth of inflation in the medium term.
Applying sensitivity analysis to the Group's impairment test, we find that break-even WACC, that is, the discount rate that would make value in use the same as the value of net invested capital, is 25.61%, significantly higher than the current discount rate. Note that in 2021 this rate was 16.68%.
The recoverable amount of goodwill was determined according to the calculation of the value in use, which used projections of the three-year cash flow based on the 2023 - 2025 Plan, approved by Management. The cash flows in the Group Plan include application of the IFRS 16 accounting standard, the effects of which are reflected in the WACC applied, as the average ratio between equity and financial debt is influenced by the adoption of this principle.
The impairment test of the above assets did not reveal any lasting loss of value.
| Goodwill - STEADY CASE |
"g" rate % | WACC % | A | B |
|---|---|---|---|---|
| Gefran France SA | 1.6% | 9.7% | -47.5% | 29.9% |
| Gefran Inc. | 2.1% | 10.2% | -18.4% | 22.7% |
| Sensormate AG | 1.0% | 8.3% | -16.3% | 17.7% |
A = "g" rate % of break-even point with unchanged WACC
B = WACC % of break-even point with unchanged g rate
Having taken into account that the realisation of the Plan implies a number of elements of uncertainty, even if the impairment tests would make it possible to deem both the value of the Group's consolidated figures and the carrying value of the goodwill recorded in the financial statements reasonable, with a good degree of confidence, steps were taken to carry out stress test activities.
The above analyses show that, both under stable conditions and in situations worse than those forecast, the recoverable amount of goodwill is not critical, also considering the change in the discount rate and the growth rate.
However, the directors will systematically monitor final income statement and statement of financial position data of the CGUs to assess the need to adjust forecasts and promptly reflect any further write-downs.
This item comprises solely assets with a finite life. Their carrying amount has decreased from 6,315 thousand Euro at 31 December 2021 to 6,021 thousand Euro at 31 December 2022, as analysed below:
| Historical cost |
31 December 2021 |
Increases | Decreases | Reclassifications | Change in scope of consoli dation |
Exchange rate differences |
31 December 2022 |
|---|---|---|---|---|---|---|---|
| (Euro /000) | |||||||
| Development costs |
12,858 | 333 | - | 1,130 | - | - | 14,321 |
| Intellectual property rights |
8,160 | 356 | (104) | 135 | (3) | (5) | 8,539 |
| Assets in progress and payments on account |
1,708 | 676 | (1) | (1,297) | - | 3 | 1,089 |
| Other assets | 8,613 | 159 | - | 28 | - | (12) | 8,788 |
| Total | 31,339 | 1,524 | (105) | (4) | (3) | (14) | 32,737 |
| Accumulated depreciation |
31 December 2021 |
Increases | Decreases | Reclassifications | Change in scope of consoli dation |
Exchange rate differences |
31 December 2022 |
|---|---|---|---|---|---|---|---|
| (Euro /000) | |||||||
| Development costs |
10,514 | 818 | - | - | - | (1) | 11,331 |
| Intellectual property rights |
6,997 | 669 | (104) | - | (2) | (5) | 7,555 |
| Other assets | 7,513 | 321 | - | - | - | (4) | 7,830 |
| Total | 25,024 | 1,808 | (104) | - | (2) | (10) | 26,716 |
| Net value | 31 December 2021 | 31 December 2022 | Change |
|---|---|---|---|
| (Euro /000) | |||
| Development costs | 2,344 | 2,990 | 646 |
| Intellectual property rights | 1,163 | 984 | (179) |
| Assets in progress and payments on account |
1,708 | 1,089 | (619) |
| Other assets | 1,100 | 958 | (142) |
| Total | 6,315 | 6,021 | (294) |
31
December
| differences | |||||||
|---|---|---|---|---|---|---|---|
| (Euro /000) | |||||||
| Development costs |
12,177 | 179 | - | 502 | - | 12,858 | |
| Intellectual property rights |
7,786 | 294 | - | 28 | 52 | 8,160 | |
| Assets in progress and payments on account |
1,234 | 1,084 | (39) | (571) | - | 1,708 | |
| Other assets | 10,243 | 132 | (1,838) | 20 | 56 | 8,613 | |
| Total | 31,440 | 1,689 | (1,877) | (21) | 108 | 31,339 |
| Accumulated depreciation |
31 December 2020 |
Increases | Decreases | Reclassifications | Exchange rate differences |
31 December 2021 |
|---|---|---|---|---|---|---|
| (Euro /000) | ||||||
| Development costs | 9,620 | 895 | - | (1) | - | 10,514 |
| Intellectual property rights |
6,344 | 609 | - | - | 44 | 6,997 |
| Other assets | 9,004 | 331 | (1,838) | - | 16 | 7,513 |
| Total | 24,968 | 1,835 | (1,838) | (1) | 60 | 25,024 |
| Net value | 31 December 2020 | 31 December 2021 | Change |
|---|---|---|---|
| (Euro /000) | |||
| Development costs | 2,557 | 2,344 | (213) |
| Intellectual property rights | 1,442 | 1,163 | (279) |
| Assets in progress and payments on account | 1,234 | 1,708 | 474 |
| Other assets | 1,239 | 1,100 | (139) |
| Total | 6,472 | 6,315 | (157) |
The net carrying amount of development costs includes the capitalisation of costs incurred for the following activities:
/ EUR 1,393 thousand relating to new projects for magnetorestrictive sensors, pressure sensors and melt as well as for the development of the new Twiister Hall 3D technology;
/ Euro 1,596 thousand for component lines to expand the range of regulators and static units.
These assets are estimated to have a useful life of 5 years.
Intellectual property rights comprise the costs incurred to purchase IT system management software and user licences for third-party software, as well as patents. These assets have a useful life of 3 years.
Assets in progress and payments on account include payments made to the suppliers to purchase software programs and licences, as well as the purchase of patents for technologies in a developing phase, totalling 331 thousand Euro. This item also includes 758 thousand Euro in development costs, of which 473 thousand Euro allocated to the automation components business unit and 283 thousand Euro for the sensors business unit, the benefits of which will be reflected the income statement from next year, so they have not been amortised.
Other assets almost entirely comprise costs incurred by Gefran S.p.A. in the current and prior years to implement the SAP/R3 ERP system and other software for the management of specific operational environments. These assets have a useful life of 5 years.
The increases in the historical value of "Intangible assets", amounting to 1,524 thousand Euro in 2022, include 835 thousand Euro for the capitalisation of internal costs, all related to capitalisation of development costs (1,095 thousand Euro in 2021).
The carrying amount of this item has increased from 34,548 thousand Euro at 31 December 2021 to 35,217 thousand Euro at 31 December 2022, as analysed below:
| Historical cost | 31 December |
Increases | Decreases | Reclassifications | Exchange rate |
31 December |
|---|---|---|---|---|---|---|
| 2021 | differences | 2022 | ||||
| (Euro /000) | ||||||
| Land | 3,809 | - | - | - | 37 | 3,846 |
| Industrial buildings | 34,156 | 377 | (108) | 3 | 215 | 34,643 |
| Plant and | 35,781 | 1,825 | (1,377) | 1,879 | 40 | 38,148 |
| machinery | ||||||
| Industrial and | ||||||
| commercial | 17,250 | 544 | (421) | (754) | 17 | 16,636 |
| equipment | ||||||
| Other assets | 6,032 | 457 | (162) | 120 | 51 | 6,498 |
| Assets in progress | ||||||
| and payments on | 1,740 | 1,589 | (3) | (1,313) | 14 | 2,027 |
| account | ||||||
| Total | 98,768 | 4,792 | (2,071) | (65) | 374 | 101,798 |
| 171 | |
|---|---|
| Accumulated depreciation |
31 December 2021 |
Increases | Decreases | Reclassifications | Exchange rate differences |
31 December 2022 |
|---|---|---|---|---|---|---|
| (Euro /000) | ||||||
| Industrial buildings |
16,798 | 935 | (104) | - | 33 | 17,662 |
| Plant and machinery | 26,483 | 2,217 | (1,204) | 924 | 21 | 28,441 |
| Industrial and commercial equipment |
16,111 | 568 | (420) | (924) | 15 | 15,350 |
| Other assets | 4,828 | 449 | (141) | (54) | 46 | 5,128 |
| Total | 64,220 | 4,169 | (1,869) | (54) | 115 | 66,581 |
| Net value | 31 December 2021 | 31 December 2022 | Change |
|---|---|---|---|
| (Euro /000) | |||
| Land | 3,809 | 3,846 | 37 |
| Industrial buildings | 17,358 | 16,981 | (377) |
| Plant and machinery | 9,298 | 9,707 | 409 |
| Industrial and commercial equipment | 1,139 | 1,286 | 147 |
| Other assets | 1,204 | 1,370 | 166 |
| Assets in progress and payments on | 1,740 | 2,027 | 287 |
| account | |||
| Total | 34,548 | 35,217 | 669 |
The changes compared to 2021 are shown in the table below:
| Historical cost | 31 December 2020 |
Increases | Decreases | Reclassifications | Exchange rate differences |
31 December 2021 |
|---|---|---|---|---|---|---|
| (Euro /000) | ||||||
| Land | 3,763 | - | - | - | 46 | 3,809 |
| Industrial buildings | 32,379 | 982 | - | 227 | 568 | 34,156 |
| Plant and machinery | 32,799 | 2,308 | (108) | 426 | 356 | 35,781 |
| Industrial and commercial equipment |
16,768 | 448 | (101) | 27 | 108 | 17,250 |
| Other assets | 6,090 | 321 | (634) | 86 | 169 | 6,032 |
| Assets in progress and payments on account |
925 | 1,686 | (39) | (845) | 13 | 1,740 |
| Total | 92,724 | 5,745 | (882) | (79) | 1,260 | 98,768 |
Net value 31 December 2020 31 December 2021 Change
| (Euro /000) | |||
|---|---|---|---|
| Land | 3,763 | 3,809 | 46 |
| Industrial buildings | 16,560 | 17,358 | 798 |
| Plant and machinery | 8,380 | 9,299 | 919 |
| Industrial and commercial equipment | 1,206 | 1,139 | (67) |
| Other assets | 1,109 | 1,203 | 94 |
| Assets in progress and payments on account | 925 | 1,740 | 815 |
| Total | 31,943 | 34,548 | 2,605 |
The change in exchange rates had a positive effect of 259 thousand Euro.
The increases in the historical value of "Property, plant, machinery and tools" in 2022 amounted to EUR 4,792 thousand. The most significant changes related to:
In addition, the increases in historical cost of 2022 include 35 thousand Euro due to capitalisation of internal costs (180 thousand Euro in 2021).
This item reflects the recognition of leased assets in accordance with IFRS 16.
The value of "Right of use" at 31 December 2022 amounts to 2,707 thousand Euro, and shows the following changes:
| Historical cost |
31 December 2021 |
Increases | Decreases | Reclassifications | Exchange rate differences |
31 December 2022 |
|---|---|---|---|---|---|---|
| (Euro /000) | ||||||
| Real estate |
3,565 | 175 | - | - | 14 | 3,754 |
| Vehicles | 2,134 | 922 | (45) | - | 5 | 3,016 |
| Machinery and | ||||||
| equipment | 46 | 11 | - | - | - | 57 |
| Total | 5,745 | 1,108 | (45) | - | 19 | 6,827 |
| Accumulated depreciation |
31 December 2021 |
Increases | Decreases | Reclassifications | Exchange rate differences |
31 December 2022 |
|---|---|---|---|---|---|---|
| (Euro /000) | ||||||
| Real estate |
1,640 | 586 | - | - | (17) | 2,209 |
| Vehicles | 1,357 | 547 | (35) | - | 11 | 1,880 |
| Machinery and | ||||||
| equipment | 19 | 12 | - | - | - | 31 |
| Total | 3,016 | 1,145 | (35) | - | (6) | 4,120 |
| Net value | 31 December 2021 | 31 December 2022 | Change |
|---|---|---|---|
| (Euro /000) | |||
| Real estate | 1,925 | 1,545 | (380) |
| Vehicles | 777 | 1,136 | 359 |
| Machinery and equipment | 27 | 26 | (1) |
| Total | 2,729 | 2,707 | (22) |
The changes compared to 2021 are shown in the table below:
| Historical cost | 31 December 2020 |
Increases | Decreases | Reclassifications | Exchange rate differences |
31 December 2021 |
|---|---|---|---|---|---|---|
| (Euro /000) | ||||||
| Real estate |
2,676 | 802 | - | - | 87 | 3,565 |
| Vehicles | 1,657 | 519 | (55) | - | 14 | 2,135 |
| Machinery and equipment |
38 | - | - | - | - | 46 |
| Total | 4,371 | 1,329 | - | - | 101 | 5,746 |
| Accumulated depreciation |
31 December 2020 |
Increases | Decreases | Reclassifications | Exchange rate differences |
31 December 2021 |
|---|---|---|---|---|---|---|
| (Euro /000) | ||||||
| Real estate |
1,051 | 560 | (11) | - | 40 | 1,640 |
| Vehicles | 883 | 500 | (36) | - | 9 | 1,356 |
| Machinery and equipment |
9 | 10 | - | - | - | 19 |
| Total | 1,943 | 1,070 | (47) | - | 49 | 3,015 |
| Net value | 31 December 2020 | 31 December 2021 | Change |
|---|---|---|---|
| (Euro /000) | |||
| Real estate | 1,625 | 1,925 | 300 |
| Vehicles | 774 | 779 | 5 |
| Machinery and equipment | 29 | 27 | (2) |
| Total | 2,428 | 2,731 | 303 |
At 1 January 2022, there are 142 outstanding lease contracts for vehicles, machinery, industrial equipment and electronic office machines, as well as for the rental of property. Practical expedients allowed by the IASB have been employed, such as excluding contracts with a residual duration of less than 12 months and contracts for assets whose fair value is below the conventional threshold of 5 thousand US dollars (modest unit value).
Based on their value and duration, of the 142 contracts outstanding at 1 January 2022:
Overall, 161 contracts were active at 31 December 2022, including:
Following the sale of Gefran Drives and Motion S.r.l. and Siei Areg GmbH, which took place in the fourth quarter of 2022 and described above, the related contracts for leasing of vehicles, machinery, industrial equipment and electronic office machines, as well as for rental of property, were also sold. Specifically, a total of 53 contracts broken down as follows:
These assets are classified in the financial statements as follows:
payables for IFRS 16 leases", with both current (due within one year) and non-current (due beyond one year) elements.
The following factors are considered when measuring the fair value and useful lives of leased assets subject to IFRS 16:
The increases in the historical cost of the item "Usage rights" include the effect of adjusting contracts that have been extended or for which new conditions have been defined. In addition, they include the effects of new contracts signed, as summarised below:
As of 31 December 2022 this item had decreased by 45 thousand Euro as a result of early termination of vehicle rental agreements with respect to their original expiry date.
| (Euro /000) | 31 December 2022 |
31 December 2021 |
Change | |
|---|---|---|---|---|
| Axel S.r.l. | Shareholding | 15.00% | 15.00% | |
| Via del Cannino, 3 | Investment value | 137 | 137 | - |
| Crosio della Valle (VA) | Adjustment provision | (18) | (42) | 24 |
| Net value | 119 | 95 | 24 |
Note that the change in the adjustment provision for the shareholding in Axel S.r.l. is due to the company's results.
The value of "Equity investments in other companies" totalled 2,003 thousand Euro, a decrease of 115 thousand Euro compared with the figure at 31 December 2021.
The shareholdings in Colombera S.p.A. and those listed under the item "Others" are entered at cost, as specified in note 10, "Financial instruments: additional information provided under IFRS 7".
The remaining shareholding is classified as available for sale and entered at fair value, derived from the stock market quotation, for Woojin Machinery Co. Ltd. (Seoul Stock Exchange). The balance breaks down as follows:
| (Euro /000) | Shareholding | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|---|
| Colombera S.p.A. | 16.56% | 1,582 | 1,582 | - |
| Woojin Plaimm Co Ltd | 2.00% | 159 | 159 | - |
| Other | - | 27 | 27 | - |
| Adjustment provision | - | 235 | 350 | (115) |
| Total | 2,003 | 2,118 | (115) |
The adjustment provision is due to the fair value adjustment and breaks down as follows:
| (Euro /000) | Shareholding | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|---|
| Colombera S.p.A. | 16.56% | - | - | - |
| Woojin Plaimm Co Ltd | 2.00% | 235 | 350 | (115) |
| Other | - | - | ||
| Total | 235 | 350 | (115) |
"Receivables and other non-current assets" represent security deposits paid by Group companies, and present a balance of 278 thousand Euro.
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| Guarantee deposits | 278 | 89 | 189 |
| Total | 278 | 89 | 189 |
"Net working capital" totals 21,602 thousand Euro, compared with 17,808 thousand Euro at 31 December 2021, and is analysed below:
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| Inventories | 20,067 | 14,449 | 5,618 |
| Trade receivables | 24,183 | 24,752 | (569) |
| Trade payables | (22,648) | (21,393) | (1,255) |
| Net amount | 21,602 | 17,808 | 3,794 |
The value of inventories at 31 December 2022 is 20,067 thousand Euro, increased by 5,618 thousand Euro since 31 December 2021, of which 97 thousand Euro was contributed by exchange-rate changes. The economic effect of the change in inventories since 31 December 2021 was lower, amounting to 5,537 thousand Euro, as it is determined using the moving-average exchange rates for the period.
The balance is analysed as follows:
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| Raw materials, consumables and supplies | 10,267 | 7,365 | 2,902 |
| provision for impairment of raw materials | (1,480) | (1,255) | (225) |
| Work in progress and semi-finished products | 8,558 | 6,722 | 1,836 |
| provision for impairment of work in progress | (2,370) | (1,819) | (551) |
| Finished products and goods for resale | 6,955 | 4,979 | 1,976 |
| provision for impairment of finished products | (1,863) | (1,543) | (320) |
| Total | 20,067 | 14,449 | 5,618 |
The gross value of inventories is 25,780 thousand Euro, up by 6,714 thousand Euro since the end of 2021.
The provision for obsolescence and slow-moving inventories was adjusted according to need in 2022, through specific provisions amounting to 1,444 thousand Euro (as compared to 1,268 thousand Euro in the year 2021).
Movements in the provision in 2022 are listed below:
| (Euro /000) | 31 December 2021 |
Provisions | Uses | Releases | Exchange rate differences |
31 December 2022 |
|---|---|---|---|---|---|---|
| Provision for impairment of inventory |
4,617 | 1,444 | (357) | (22) | 30 | 5,713 |
Movements in the provision as of 31 December 2021appear below:
| (Euro /000) | 31 December 2020 |
Provisions | Uses | Releases | Exchange rate differences |
31 December 2021 |
|---|---|---|---|---|---|---|
| Provision for impairment of inventory |
3,528 | 1,268 | (237) | (11) | 69 | 4,617 |
Trade receivables amount to 24,183 thousand Euro, compared to 24,752 thousand Euro at 31 December 2021, down by 569 thousand Euro:
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| Receivables from customers | 25,283 | 25,952 | (669) |
| Provision for doubtful receivables | (1,100) | (1,200) | 100 |
| Net amount | 24,183 | 24,752 | (569) |
Receivables are adjusted to their estimated realisable value by the allowance for doubtful accounts, which is determined by analysing individual debtor positions and considering past experience in each business area and geographical region, as required by IFRS 9. The provision as at 31 December 2022 represents a prudential estimate of the current risk, and registered the following changes:
| (Euro /000) | 31 December 2021 |
Provisions | Uses | Releases | Exchange rate differences |
31 December 2022 |
|---|---|---|---|---|---|---|
| Provisionfordoubtfulreceivables | 1,200 | 71 | (142) | (46) | 16 | 1,100 |
The changes during the period ended 31 December 2021 are shown below:
| 31 | Exchange | 31 | ||||
|---|---|---|---|---|---|---|
| (Euro /000) | December | Provisions | Uses | Releases | rate | December |
| 2020 | differences | 2021 | ||||
| Provisionfordoubtfulreceivables | 1,252 | 49 | (100) | (8) | 7 | 1,200 |
Uses of the allowance include the coverage of losses on receivables that are no longer recoverable. The Group monitors the receivables most at risk and also initiates appropriate legal action. The carrying amount of trade receivables is deemed to approximate their fair value.
There is no significant concentration of sales to individual customers: this phenomenon involves less than 10% of Group revenues.
Trade payables total 22,648 thousand Euro, compared to 21,393 thousand Euro at 31 December 2021. This item is analysed below:
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| Payables to suppliers | 18,093 | 17,084 | 1,009 |
| Payables to suppliers for invoices to be received |
3,505 | 3,633 | (128) |
| Advance payments received from customers |
1,050 | 676 | 374 |
| Total | 22,648 | 21,393 | 1,255 |
Trade payables have up by 1,255 thousand Euro since 31 December 2021. The increase reflects additional purchasing during the period, both of raw materials needed to support the growth in sales, and of services including, in particular, those whose costs vary in proportion to the volume of sales.
"Other receivables and assets" amount to 3,432 thousand Euro, as compared to 3,603 thousand Euro on 31 December 2021. The item breaks down as follows:
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| Insurance | 15 | 25 | (10) |
| Rents and leasing | 3 | 4 | (1) |
| Services and maintenance | 455 | 590 | (135) |
| Receivables from employees | 27 | 27 | - |
| Advances payments to suppliers | 384 | 244 | 140 |
| Other tax receivables | 888 | 1,604 | (716) |
| Other | 1,660 | 1,109 | 551 |
| Total | 3,432 | 3,603 | (171) |
The item "Other tax receivables", amounting to Euro 888 thousand at 31 December 2022 and down by Euro 716 thousand compared to the previous year, relates to VAT receivables.
The item "Other", amounting to 1,660 thousand Euro includes, among other things, R&D tax receivables and tax credits for operating assets.
The carrying value of other current assets is believed to approximate their fair value.
Current tax receivables as of 31 December 2022 amount to 764 thousand Euro, up since 31 December 2021, when the item was worth 361 Euro. The balance breaks down as follows:
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| IRES (corporate income tax) | 149 | 47 | 102 |
| IRAP (regional production tax) | 8 | 7 | 1 |
| Foreign tax receivables | 607 | 307 | 300 |
| Total | 764 | 361 | 403 |
The balance of "Current tax payables" as of 31 December 2022 amounts to 1,158 thousand Euro, 1,517 thousand Euro lower than the 31 December 2021 balance amounting to 2,675 thousand Euro. This was determined as follows:
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| IRES (corporate income tax) | 243 | 2,068 | (1,825) |
| IRAP (regional production tax) | 18 | 308 | (290) |
| Foreign tax payables | 897 | 299 | 598 |
| Total | 1,158 | 2,675 | (1,517) |
The net financial position is analysed in the following table:
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| Cash and cash equivalents and current financial receivables |
44,114 | 35,497 | 8,617 |
| Financial investments for derivatives | 539 | - | 539 |
| Current financial receivables | - | 2,201 | (2,201) |
| Other non-current financial investments | 28 | 67 | (39) |
| Non-current financial payables | (7,205) | (16,483) | 9,278 |
| Non-current financial payables for IFRS 16 leases | (1,782) | (1,121) | (661) |
| Current financial payables | (10,469) | (15,059) | 4,590 |
| Current financial payables for IFRS 16 leases | (955) | (1,640) | 685 |
| Financial liabilities for derivatives | - | (88) | 88 |
| Total | 24,270 | 3,374 | 20,896 |
The net financial position is analysed by maturity below:
| 31 | 31 | ||
|---|---|---|---|
| (Euro /000) | December 2022 |
December 2021 |
Change |
| A. Cash on hand | 24 | 31 | (7) |
| B. Cash in bank deposits | 44,090 | 35,466 | 8,624 |
| D. Cash and cash equivalents ( A ) + ( B ) | 44,114 | 35,497 | 8,617 |
| E. Fair value current hedging derivatives | - | - | - |
| F. Current portion of long-term debt | (9,277) | (11,756) | 2,479 |
| G. Other current financial receivables and payables | (2,147) | (2,742) | 595 |
| H. Total current financial payables (F) + (G) | (11,424) | (14,498) | 3,074 |
| I. Total current payables (E) + (H) | (11,424) | (14,498) | 3,074 |
| J. Net current financial debt (I) + (D) | 32,690 | 20,999 | 11,691 |
| Non-current financial liabilities for derivatives | - | (88) | 88 |
| Non-current financial investments for derivatives | 539 | - | 539 |
| K. Fair value non-current hedging derivatives | 539 | (88) | 627 |
| L. Non-current financial debt | (8,987) | (17,604) | 8,617 |
| M. Other non-current financial investments | 28 | 67 | (39) |
| N. Net non-current financial debt (K) + (L) + (M) | (8,420) | (17,625) | 9,205 |
| O. Net financial debt (J) + (N) | 24,270 | 3,374 | 20,896 |
| of which to minorities: | 24,270 | 3,374 | 20,896 |
The net financial position at 31 December 2022 is positive by 24,270 thousand Euro, down by 20,896 thousand Euro since the end of 2021, when it was positive by 3,374 thousand Euro.
The change in net financial position is due mainly to the positive cash flow from typical operations (22,989 thousand Euro), from collection after the sale of the equity interest in Gefran Drives and Motion S.r.l. And Siei Areg GmbH (22,710 thousand Euro), mitigated by expenditure on technical investments in the year (6,316 thousand Euro), by payment of dividends (5,462 thousand Euro) and by payment of interest, taxes and rental fees (totalling 7,297 thousand Euro).
The balance of cash and cash equivalents amounts to 44,114 thousand Euro as of 31 December 2022, as compared to 35,497 thousand Euro on 31 December 2021. This item is analysed below:
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| Cash in bank deposits | 44,090 | 35,466 | 8,624 |
| Cash | 24 | 31 | (7) |
| Total | 44,114 | 35,497 | 8,617 |
The technical forms used as at 31 December 2022 are shown below:
Current financial payables at 31 December 2022 have decreased by 4,590 thousand Euro since the end of 2021; the balance is analysed as follows:
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| Current portion of debt | 9,277 | 11,756 | (2,479) |
| Current overdrafts | 1,167 | 1,194 | (27) |
| Other payables | 25 | 2,109 | (2,084) |
| Total | 10,469 | 15,059 | (4,590) |
Bank overdrafts at 31 December 2022 total 1,167 thousand Euro compared with a balance at 31 December 2021 of 1,194 thousand Euro. The total principally comprises loans due within one year arranged with Banca Intesa by Gefran Siei Drives Technology, the Chinese subsidiary, amounting to 1,166 thousand Euro at an interest rate of 5.09% during the first nine months of 2022.
With reference to the above-mentioned framework agreement, "Other payables" include the net balance of cash transfers between the Parent Company Gefran S.p.A. and the companies Gefran Drives and Motion S.r.l. and Siei Areg, which are based on the scope of the operation to sell the motion control business and whose shareholdings were sold in the fourth quarter of 2022. Specifically, the balance at 31 December 2022 was zero, while it amounted to 2,109 thousand Euro at 31 December 2021.
| Bank (Euro /000) |
31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| BPER | - | 1,009 | (1,009) |
| Mediocredito | - | 2,222 | (2,222) |
| BNL | 1,000 | 3,000 | (2,000) |
| Unicredit | 1,110 | 2,222 | (1,112) |
| BNL | 1,556 | 3,111 | (1,555) |
| Intesa (ex UBI) | - | 1,132 | (1,132) |
| Intesa (ex UBI) | 2,752 | 3,000 | (248) |
| SIMEST | 480 | 480 | - |
| SIMEST | 307 | 307 | - |
| Total | 7,205 | 16,483 | (9,278) |
The loans listed in the table are all floating-rate contracts with the following characteristics:
| Bank (Euro /000) |
Amount disbursed |
Signing date |
Balance at 31 December 2022 |
Of which within 12 months |
Of which beyond 12 months |
Interest rate |
Maturity | Repayment method |
|---|---|---|---|---|---|---|---|---|
| entered into by Gefran S.p.A. (IT) |
||||||||
| BPER | 5,000 | 28/11/18 | 1,009 | 1,009 | - | Euribor 3m + 0.75% |
30/11/23 | quarterly |
| Mediocredito | 10,000 | 28/03/19 | 2,222 | 2,222 | - | Euribor 3m + 1.05% |
31/12/23 | quarterly |
| BNL | 10,000 | 29/04/19 | 3,000 | 2,000 | 1,000 | Euribor 3m + 1% |
29/04/24 | quarterly |
| Unicredit | 5,000 | 30/04/20 | 2,221 | 1,111 | 1,110 | Euribor 6m + 0.95% |
31/12/24 | half-yearly |
| BNL | 7,000 | 29/05/20 | 3,111 | 1,555 | 1,556 | Euribor 6m + 1.1% |
31/12/24 | half-yearly |
| Intesa (ex UBI) | 3,000 | 24/07/20 | 1,132 | 1,132 | - | Fixed 1% | 24/07/23 | half-yearly |
| Intesa (ex UBI) | 3,000 | 24/07/20 | 3,000 | 248 | 2,752 | Euribor 6m + 1% |
24/07/26 | half-yearly |
| SIMEST | 480 | 09/07/21 | 480 | - | 480 | Fixed 0.55% | 31/12/27 | half-yearly |
| entered into by Gefran Soluzioni S.r.l. (IT) |
||||||||
| SIMEST | 307 | 21/05/21 | 307 | - | 307 | Fixed 0.55% | 31/12/27 | half-yearly |
| Total | 16,482 | 9,277 | 7,205 |
No new loans were arranged during 2022.
None of the loans outstanding at 31 December 2022 have clauses requiring compliance with economic and financial requirements (covenants).
Management considers that the credit lines currently available, together with the cash flow generated by operations, will enable Gefran to meet its financial requirements resulting from investment activities, working capital management and the repayment of debt at its natural maturity.
Financial investments for derivatives total 539 thousand Euro, reflecting the positive fair value of the IRS contracts arranged by the Parent Company to hedge the interest-rate risk on floating-rate loans, which would crystallise on an increase in Euribor. The following analysis of hedges shows their fair value:
| Bank (Euro /000) |
Notional principal |
Signing date |
Notional as at 31 December 2022 |
Derivative | Fair Value as at 31 December 2022 |
Long position rate |
Short position rate |
|---|---|---|---|---|---|---|---|
| Intesa | 10,000 | 29/03/19 | 2,222 | IRS | 40 | Fixed -0.00% | Euribor 3m (Floor: -1.05%) |
| BNL | 10,000 | 29/04/19 | 3,000 | IRS | 61 | Fixed 0.05% | Euribor 3m (Floor: -1.00%) |
| Unicredit | 5,000 | 24/06/19 | 1,009 | IRS | 16 | Fixed -0.10% | Euribor 3m (Floor: -0.75%) |
| Unicredit | 5,000 | 30/04/20 | 2,221 | IRS | 86 | Fixed 0.05% | Euribor 6m (Floor: -0.95%) |
| BNL | 7,000 | 29/05/20 | 3,111 | IRS | 129 | Fixed -0.12% | Euribor 6m (Floor: -1.10%) |
| Intesa (ex UBI) | 3,000 | 24/07/20 | 3,000 | IRS | 207 | Fixed -0.115% | Euribor 3m |
| Total financial assets for derivatives | |||||||
| – | 539 | ||||||
| Interest rate risk |
As of 31 December 2022, no derivatives have been taken out to hedge exchange rate risk.
All the contracts described above are recognised at their fair value:
| as at 31 December 2022 | as at 31 December 2021 | ||||
|---|---|---|---|---|---|
| (Euro /000) | Positive fair value |
Negative fair value |
Positive fair value |
Negative fair value |
|
| Interest rate risk | 539 | - | - | (88) | |
| Total cash flow hedge | 539 | - | - | (88) |
At 31 December 2022, all derivatives were tested for effectiveness, with positive outcomes.
In order to support its operations, the Group has various credit lines available from banks and other financial institutions, mainly in the form of invoice factoring credit lines, cash flexibility and mixed credit lines totalling 37,051 thousand Euro. Overall use of these lines at 31 December 2022 totalled 1,166 thousand Euro, with a residual available amount of 35,885 thousand Euro.
No fees are due if these lines are not used.
The balance of 31 December at 2022 amounts to 2,737 thousand Euro and complies with IFRS 16, applied by the Group from 1 January 2019, which requires the recording of financial payables corresponding to the value of the usage rights recorded under non-current assets. Financial payables for IFRS 16 leases are classified on the basis of their maturity as either current payables (due within one year), amounting to 955 thousand Euro, or non-current payables (due beyond one year), amounting to 1,782 thousand Euro.
Changes in this item in the year 2022 are detailed below:
| (Euro /000) | 31 December 2021 |
Increases | Decreases | Reclassifications | Exchange rate differences |
31 December 2022 |
|---|---|---|---|---|---|---|
| Leasing payables under IFRS 16 |
2,761 | 1,146 | (1,197) | - | 27 | 2,737 |
| Total | 2,761 | 1,146 | (1,197) | - | 27 | 2,737 |
Changes in this item at 31 December 2021 are detailed below:
| (Euro /000) | 31 December 2020 |
Increases | Decreases | Reclassifications | Exchange rate differences |
31 December 2021 |
|---|---|---|---|---|---|---|
| Leasing payables under IFRS 16 |
2,457 | 1,347 | (1,093) | - | 50 | 2,761 |
| Total | 2,457 | 1,347 | (1,093) | - | 50 | 2,761 |
Consolidated shareholders' equity is analysed as follows:
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| Portion pertaining to the Group | 90,723 | 85,538 | 5,185 |
| Portion pertaining to minority | |||
| interests | - | - | - |
| Net amount | 90,723 | 85,538 | 5,185 |
The Group's portion of Shareholders' Equity at 31 December 2022 is 90,723 thousand Euro, up by 5,185 thousand Euro over the figure for 31 December 2021. The net profit of the year 2022 (9,988 thousand Euro) and the positive changes in the translation reserve, the fair value measurement reserve and other reserves (positive by 659 thousand Euro) were only partly absorbed by the distribution of dividends from the results for 2021 (5,462 thousand Euro).
In consideration of the result for the year, in its 09 March 2023 meeting, the Board of Directors proposed, subject to approval of the Shareholders' Meeting, in view of the annual profit of the year 2022, to pay a dividend of 0.40 Euro per unrestricted share.
Share capital amounts to 14,400 thousand Euro, represented by 14,400,000 ordinary shares with a nominal value of 1 Euro each.
At 31 December 2021, Gefran S.p.A. held 27,220 own shares, representing 0.2% of the total. The purchase of own shares was made during 2022, for a total of 26,053 shares at an average price of EUR 9,1188 per share and a total value of EUR 238 thousand. At 31 December 2022, Gefran S.p.A. held 53,273 shares (0.37% of the total) with an average carrying value of Euro 7.3993 per share, and an overall value of 394 thousand Euro.
The Company has not issued any convertible bonds.
See the "Statement of changes in shareholders' equity" for an analysis of changes in the equity reserves during the period.
The changes in the reserve for the measurement of securities at fair value are shown in the table below:
| (Euro /000) | 31 December 2022 |
31 December 2021 | Change |
|---|---|---|---|
| Balance at 1 January | 346 | 179 | 167 |
| Woojin Plaimm Co Ltd Shares | (115) | 169 | (284) |
| Tax effect | 1 | (2) | 3 |
| Net amount | 232 | 346 | (114) |
The changes in the reserve for the measurement of derivatives at fair value are shown below:
| (Euro /000) | 31 December 2022 |
31 December 2021 | Change |
|---|---|---|---|
| Balance at 1 January | (66) | (249) | 183 |
| Change in fair value derivatives | 627 | 240 | 387 |
| Tax effect | (151) | (57) | (94) |
| Net amount | 410 | (66) | 476 |
Basic and diluted earnings per share are shown in the table below:
| 31 December 2022 | 31 December 2021 | |
|---|---|---|
| Basic earnings per share | ||
| - Profit (loss) for the period pertaining to the Group (Euro/000) | 9,988 | 13,692 |
| - Average No. of ordinary shares (No./000,000) | 14.369 | 14.373 |
| - Basic earnings per ordinary share | 0.695 | 0.953 |
| Diluted earnings per share | ||
| - Profit (loss) for the period pertaining to the Group (Euro/000) | 9,988 | 13,692 |
| - Average No. of ordinary shares (No./000,000) | 14.369 | 14.373 |
| - Basic earnings per ordinary share | 0.695 | 0.953 |
| Average number of ordinary shares | 14,369,284 | 14,372,780 |
Reconciliation of the profit of the Parent Company Gefran S.p.A. and the portion of this profit pertaining to the Group for calculating "Earnings per share" is referred to in the "Gefran consolidated results" section of the Report on Operations included in this Annual Financial Report.
Liabilities for "Employee benefits" decreased by 600 thousand Euro and registered the following movements:
| (Euro /000) | 31 December 2021 |
Increases | Decreases | Discounting | Exchange rate differences |
31 December 2022 |
|---|---|---|---|---|---|---|
| Post employment benefits |
2,693 | 47 | (207) | (291) | (1) | 2,241 |
| Non competition agreements |
148 | - | (148) | - | - | - |
| Total | 2,841 | 47 | (355) | (291) | (1) | 2,241 |
Changes relating to 2021 were as follows:
| (Euro /000) | 31 December 2020 |
Increases | Decreases | Discounting | Exchange rate differences |
31 December 2021 |
|---|---|---|---|---|---|---|
| Post employment benefits |
3,997 | 199 | (319) | - | 3 | 3,880 |
| Non competition agreements |
482 | 8 | (86) | - | - | 404 |
| Total | 4,479 | 207 | (405) | - | 3 | 4,284 |
This item consists primarily of employee severance indemnities entered for the benefit of the Group's Italian companies. The change in the year is the result of a 47 thousand Euro increase, 207 thousand Euro in payments to employees, and the effect of discounting of the payable in existence as of 31 December 2021 under IAS standards, negative by 291 thousand Euro, based on assessment of demographic assumptions and experience (a positive impact of 223 thousand Euro) an changes to financial assumptions (a negative impact of 514 thousand Euro).
"Non-competition agreements" refer to the amount of the obligation to certain employees, all in the Group's Italian subsidiaries, who have signed such agreements to protect the company from competition. The change with respect to the previous balance is a result of the payment of 148 thousand Euro to employees in the year 2022. As of 31 December 2022, all contracts have been closed.
Pursuant to IAS 19, the post-employment benefit reserve was valued using the "benefits accrued" method on the basis of the "Projected Unit Credit"(PUC) criterion.
The post-employment benefit reserve valuation breaks down as follows:
In greater detail, the technical foundations employed are:
| Demographic assumptions | 2022 | 2021 |
|---|---|---|
| Probability of death | ISTAT 2014 Mortality tables | ISTAT 2014 Mortality tables |
| Probability of inability | INPS tables divided by age and gender | INPS tables divided by age and gender |
| 100% upon achievement of AGO | 100% upon achievement of AGO | |
| Probability of retirement | requirements adapted to Decree Law | requirements adapted to Decree Law |
| 4/2019 | 4/2019 |
| Hypothetical turnover and advances | 2022 | 2021 |
|---|---|---|
| Frequency of advances: | 2.1% | 2.1% |
| 2% up to age 50 | 2% up to age 50 | |
| Frequency of resignation | 0% after 50 | 0% after 50 |
| Financial assumptions | 2022 | 2021 |
| Discount rate | 3.63% | 0.98% |
| Annual inflation rate | 2.30% | 1.75% |
The discount rate used to determine the current value of both obligations has been derived, consistently with par. 83 of IAS 19, from the Iboxx Corporate AA index on the assessment date, with a duration of 10+; specifically, the yield with a duration comparable to the duration of the collective contract of the workers assessed is chosen.
The sensitivity analysis carried out on the assumptions of 1% and 0.5% changes in the discount rate used is shown below:
| (Euro /000) | 31 December 2022 | 31 December 2021 | |||
|---|---|---|---|---|---|
| -1% | 1% | -1% | 1% | ||
| Post-employment benefit reserve | (215) | 186 | (748) | (211) | |
| Non-competition agreements | - | - | (151) | (145) | |
| Total | (215) | 186 | (899) | (356) |
| (Euro /000) | 31 December 2022 | 31 December 2021 | |||
|---|---|---|---|---|---|
| -1% | 1% | -1% | 1% | ||
| Post-employment benefit reserve | (103) | 96 | (597) | (330) | |
| Non-competition agreements | - | - | (150) | (146) | |
| Total | (103) | 96 | (747) | (476) |
The non-current provisions, which include those for outstanding legal disputes and various other risks, amount to 554 thousand Euro at 31 December 2022, compared with 1,035 thousand Euro at 31 December 2021. The change was mainly due to usage of the provision for legal disputes by the Parent Company, 473 thousand Euro, to cover exchange losses and default interest arising from a legal dispute which was settled in early 2022. In addition, a total of 44 thousand Euro was released from the risk provisions of the subsidiary Elettropiemme S.r.l. following the positive settlement of a dispute in the fourth quarter of the year. Movements in the provisions in 2022 are broken down below:
| (Euro /000) | 31 December 2021 |
Provisions | Uses | Releases | Exchange rate differences |
31 December 2022 |
|---|---|---|---|---|---|---|
| Gefran S.p.A. risk provisions | ||||||
| - other provisions | 482 | - | (473) | - | - | 9 |
| Gefran Inc risk provisions |
||||||
| - for restructuring | - | 36 | - | - | - | 36 |
| Elettropiemme S.r.l. risk |
provisions | |||||
| - other provisions | 553 | - | - | (44) | - | 509 |
| Total | 1,035 | 36 | (473) | (44) | - | 554 |
190
Current provisions amount to 1,287 thousand Euro at 31 December 2022, up by 15 thousand Euro since 31 December 2021, as analysed below:
| (Euro /000) | 31 December 2021 |
Provisions | Uses | Releases | Exchange rate differences |
31 December 2022 |
|---|---|---|---|---|---|---|
| FISC | 18 | 5 | - | - | - | 23 |
| Product warranty |
1,229 | 430 | (301) | (98) | 4 | 1,264 |
| Other provisions |
25 | - | (25) | - | - | - |
| Total | 1,272 | 435 | (326) | (98) | 4 | 1,287 |
This change relates to the "Product warranty" provision, which covers the forecast cost of repairing products under warranty; the adequacy of the provision was checked at 31 December 2022, with a positive outcome.
"Other payables and liabilities" at 31 December 2022 amount to 13,342 thousand Euro, as compared to 10,413 thousand Euro on 31 December 2021. This item is analysed below:
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| Payables to personnel | 6,259 | 5,155 | 1,104 |
| Social security payables | 2,500 | 2,289 | 211 |
| Accrued interest on loans | 25 | 16 | 9 |
| Payables to directors and statutory auditors | 191 | 227 | (36) |
| Other accruals | 1,821 | 1,135 | 686 |
| Other payables for taxes | 2,005 | 1,562 | 443 |
| Other current liabilities | 541 | 29 | 512 |
| Total | 13,342 | 10,413 | 2,929 |
The change mainly relates to the increase in payables to employees, as well as other accruals, which include the deferred income associated with the tax credits booked to the income statement under "Other revenues".
Revenues from product sales during the period ended 31 December 2022 amount to 132,491 thousand Euro, up 14% compared with those reported at 31 December 2021, which amounted to 116,203 thousand Euro. Overall, the growth in sales volumes led to an increase in revenues compared to the previous year, but preliminary signs of a slowdown were recorded in the last quarter of the year.
Revenues from sales and services are analysed by sector of activity in the following table:
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change | % |
|---|---|---|---|---|
| Sensors | 86,924 | 77,642 | 9,282 | 12.0% |
| Automation components | 45,567 | 38,561 | 7,006 | 18.2% |
| Total | 132,491 | 116,203 | 16,288 | 14.0% |
Total revenues include revenues from services of 2,726 thousand Euro (2,379 thousand Euro in the period ended 31 December 2021); see the section on "Gefran consolidated results" included in the Report on operations of this Annual financial report for information about the performance of the various business areas and geographical regions.
"Other operating revenues and income" amount to 1,936 thousand Euro, compared to 2,395 thousand Euro related to the year 2021, as shown in the table below:
| (Euro /000) | 31 December 2022 |
31 December 2021 |
Change | % |
|---|---|---|---|---|
| Recovery of company canteen expenses | 28 | 18 | 10 | 55.6% |
| Insurance reimbursements | - | 1 | (1) | -100.0% |
| Rental income | 260 | 253 | 7 | 2.8% |
| Fees | 6 | - | 6 | n.s. |
| Government grants | 2 | 550 | (548) | -99.6% |
| Other income | 1,640 | 1,573 | 67 | 4.3% |
| Total | 1,936 | 2,395 | (459) | -19.2% |
Other income amounts to 1,640 thousand Euro and includes the chargeback for R&D specifically requested by customers, as well as the recognition of tax credits for investing in R&D, fixed assets and Industry 4.0. The above total also includes 826 thousand euro from the technical-administrative services provided by Gefran S.p.A. to the companies included within the scope of the framework disposal agreement signed with the WEG Group, described earlier, whose activities have been reclassified pursuant to IFRS 5 as "Held for sale and discontinued".
The item "Government contributions," is down by 548 thousand Euro compared to the figure for the year 2021, when it included grants collected from Simest by the Parent Company and the subsidiary Gefran Soluzioni S.r.l. (totalling 524 thousand Euro).
The cost of raw materials and accessories amount to 45,495 thousand Euro, compared with 39,578 thousand Euro related to the year 2021. The change is shown below:
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| Raw materials and accessories | 45,495 | 39,578 | 5,917 |
| Total | 45,495 | 39,578 | 5,917 |
The increase reflects the need for more raw materials to support the higher production volumes associated with the growth in sales.
"Service costs" amount to 22,887 thousand Euro, an overall increase of 3,011 thousand Euro over the figure for 31 December 2021, when these costs amounted to 19,876 thousand Euro. They are analysed below:
| (Euro /000) | 31 December 2022 |
31 December 2021 |
Change |
|---|---|---|---|
| Services | 22,147 | 19,178 | 2,969 |
| Use of third-party assets | 740 | 698 | 42 |
| Total | 22,887 | 19,876 | 3,011 |
Lease fees no longer allocated to the income statement under operating costs due to implementation of the new accounting standard IFRS 16 amount to 1,183 thousand Euro (1,091 thousand Euro on 31 December 2021). Contracts excluded from adoption of IFRS 16 on the basis of the provisions of the standard, for which lease fees continue to be entered in the income statement, resulted in entry of 740 thousand Euro in costs for use of third-party assets at 31 December 2022 (as compared to 698 thousand Euro in 2021).
With regard to "Services", other than rental fees described above, the item was up EUR 2,969 thousand in the year 2022 from the previous year; variable costs (external processing and third-party services) increased in particular, as a result of the growth in revenues, as well as commercial costs, as a direct consequence of the resumption of travel and trade fairs after the setback caused by the pandemic, as well as utilities.
"Personnel costs" amounted to 47,195 thousand Euro, an increase over the figure for 31 December 2021 of 5,852 thousand Euro, and may be broken down as follows:
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| Salaries and wages | 36,369 | 31,770 | 4,599 |
| Social security contributions | 8,696 | 7,625 | 1,071 |
| Post-employment benefit reserve | 1,747 | 1,577 | 170 |
| Other costs | 383 | 371 | 12 |
| Total | 47,195 | 41,343 | 5,852 |
The change mainly reflects the higher cost of wages and salaries compared to the year 2021, due to the increase in employment by the Group: 646 persons are employed in continuing operations at 31 December 2022, compared with 613 at 31 December 2021 (year-end recordings). It should also be noted that in the fourth quarter of the year, a one-off contribution was granted to all Company employees (a total of Euro 1,300 thousand was allocated), as a contribution to offset the significant increase in the cost of living and the impact on household budgets.
Social security contributions include costs for the defined contribution plans of management (Previndai pension plan) totalling 62 thousand Euro (52 thousand Euro reported at 31 December 2021).
Other costs, up by 12 thousand Euro, include, among other items, restructuring costs resulting from the reorganisation of Group companies, as well as sales commissions recognised to employees.
As for the precise number, the average number of Group employees at continuing businesses in the year 2022, compared with 2021, has also increased by 18 specifically:
| 31 December 2022 | 31 December 2021 | Change | |
|---|---|---|---|
| Managers | 13 | 11 | 2 |
| Clerical staff | 412 | 403 | 9 |
| Manual workers | 205 | 198 | 7 |
| Total | 630 | 612 | 18 |
Miscellaneous management costs have a balance of 701 thousand Euro, lower than on 31 December 2021. The breakdown is as follows:
| (Euro /000) | 31 December 2022 |
31 December 2021 |
Change |
|---|---|---|---|
| Capital losses on the sale of assets | (31) | (45) | 14 |
| Losses on other receivables | 16 | - | 16 |
| Other taxes and duties | (351) | (394) | 43 |
| Membership fees | (196) | (180) | (16) |
| Miscellaneous | (139) | (189) | 50 |
| Total | (701) | (808) | 107 |
The item Other operating income amounts to 99 thousand Euro, as compared to 37 thousand Euro in 2021. This item is analysed below:
| (Euro /000) | 31 December 2022 |
31 December 2021 |
Change |
|---|---|---|---|
| Capital gains on the sale of assets | 21 | 33 | (12) |
| Collection of doubtful receivables | 2 | - | 2 |
| Release of risk provisions | 68 | - | 68 |
| Miscellaneous | 8 | 4 | 4 |
| Total | 99 | 37 | 62 |
These items amount to 7,122 thousand Euro, as compared to 6,640 thousand Euro in the year 2021. These totals are analysed below:
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| Intangible assets | 1,808 | 1,835 | (27) |
| Tangible assets | 4,169 | 3,746 | 423 |
| Usage rights | 1,145 | 1,059 | 86 |
| Total | 7,122 | 6,640 | 482 |
Since 1 January 2019, this item includes amortisation of usage rights in accordance with accounting standard IFRS16; its value as of 31 December 2022 totals 1,145 thousand Euro (1,059 thousand Euro on 31 December 2021).
Depreciation, amortisation and impairment are analysed by sector of activity in the following table:
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| Sensors | 4,165 | 3,869 | 296 |
| Automation components | 2,957 | 2,771 | 186 |
| Total | 7,122 | 6,640 | 482 |
The net gain of 98 thousand Euro compares with a net loss of 176 thousand Euro in the period ended 31 December 2021. The change is shown below:
| (Euro /000) | 31 December 2022 |
31 December 2021 |
Change |
|---|---|---|---|
| Cash management | |||
| Income from cash management | 117 | 18 | 99 |
| Other financial income | 78 | 19 | 59 |
| Medium-/long-term interest | (224) | (329) | 105 |
| Short-term interest | (37) | (61) | 24 |
| Factoring interest and fees | (32) | (28) | (4) |
| Other financial charges | (36) | (255) | 219 |
| Total income (charges) from cash management | (134) | (636) | 502 |
| Currency transactions | |||
| Exchange gains | 2,831 | 277 | 2,554 |
| Positive currency valuation differences | 1,604 | 2,171 | (567) |
| Exchange losses | (2,842) | (873) | (1,969) |
| Negative currency valuation differences | (1,337) | (1,079) | (258) |
| Total other income (charges) from currency transactions |
256 | 496 | (240) |
| Other | |||
| Gains from disposal of financial assets | 9 | - | 9 |
| Losses from disposal of financial assets | (1) | - | (1) |
| Interest on financial payables due to leasing under IFRS 16 | (32) | (36) | 4 |
| Total other financial income (charges) | (24) | (36) | 12 |
| Gains (losses) from financial assets/liabilities | 98 | (176) | 274 |
The cash management charges of 134 thousand Euro in the period ended 31 December 2022 are 502 thousand Euro lower than the amount reported at 31 December 2021, primarily for the decrease in financial charges related to borrowing.
Other income from currency transactions amounts to 256 thousand Euro, compared with 496 thousand Euro in the year 2021. The change is a result of the dynamics of the Euro in relation to the other currencies used by the Group.
Other financial charges include charges on the financial payables recognised in accordance with IFRS 16 of 32 thousand Euro in the year 2022, which was essentially the same as in the comparative period.
| (Euro /000) | 31 December 2022 |
31 December 2021 |
Change |
|---|---|---|---|
| Result of companies valued at equity | 24 | 20 | 4 |
| Total | 24 | 20 | 4 |
In the year 2022, profits were recorded from shareholdings valued at equity of totalling 24 thousand Euro, reflecting the results of Axel S.r.l. They compared with charges for EUR 20 thousand recorded in 2021.
The net tax charge of 4,321 thousand Euro includes 4,184 thousand Euro relating to continuing operations. This compares with a negative balance of 4,107 thousand Euro for the year 2021, of which 3,743 thousand Euro related to continuing operations. Taxation is analysed below:
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| Current taxes | |||
| IRES (corporate income tax) | (2,636) | (2,455) | (181) |
| IRAP (regional production tax) | (629) | (760) | 131 |
| Foreign taxes | (1,761) | (911) | (850) |
| Total current taxes | (5,026) | (4,126) | (900) |
| Deferred tax assets and liabilities | |||
| Deferred tax liabilities | 74 | (19) | 93 |
| Deferred tax assets | 631 | 38 | 593 |
| Total deferred tax assets and liabilities | 705 | 19 | 686 |
| Total taxes | (4,321) | (4,107) | (214) |
| of which: | |||
| Allocated to assets held for sale and disposed | (137) | (364) | 227 |
| Relating to the operative part | (4,184) | (3,743) | (441) |
| Total taxes | (4,321) | (4,107) | (214) |
Current taxes were on the whole equal to 5,026 thousand Euro, up by 900 thousand Euro over the figure for the year 2021. The change is attributable to better results earned by the Parent Company and its subsidiaries.
The net positive effect of deferred taxes, 705 thousand Euro, mainly reflects the recognition of deferred tax assets by the Parent Company and some subsidiaries (Gefran Siei Drives Technology and Gefran France, in particular).
During 2019 and 2020, the tax authorities checked the intercompany transfer prices of Gefran S.p.A., as well as its transfers of trademark-related know-how, during the 2016-2017-2018 tax years. This procedure was concluded in 2021. On 5 December 2022, the Revenue Agency - Provincial Directorate of Brescia notified the Company of verification notice for the year 2016. In January 2023, the Company filed an application for verification with acceptance pursuant to article 6, paragraph 2, of Legislative Decree no. 218 of 19 June 1997, in order to start the conversation with the Revenue Agency. That said, we believe that there are currently no such elements for which funds should be entered.
The table below shows the reconciliation between recognised income taxes and theoretical taxes resulting from the application of the IRES tax rate in force during the year to pre-tax profit:
| (Euro /000) | 31 December 2022 | 31 December 2021 |
|---|---|---|
| Profit (loss) before tax | 17,636 | 15,658 |
| Gross profit (loss) from assets held for sale | (3,327) | 2,141 |
| Profit (loss) before tax | 14,309 | 17,799 |
| Theoretical income taxes | (4,534) | (4,272) |
| Effect from use of losses carried forward | 305 | 800 |
| Rate effect for affiliates | (292) | (149) |
| Net effect of permanent differences | 29 | 486 |
| Net effect of permanent differences for affiliates | (63) | 92 |
| Net effect of temporary deductible and taxable | (205) | (309) |
| differences | ||
| Effect of taxes from previous years | 362 | 4 |
| Current taxes | (4,398) | (3,348) |
| Income tax – deferred tax assets/liabilities | 664 | (18) |
| Income tax entered in the financial statement | ||
| (excluding current and deferred regional | (3,734) | (3,366) |
| production tax IRAP) | ||
| IRAP - current taxes | (628) | (778) |
| IRAP – deferred tax assets/liabilities | 41 | 37 |
| Recognised income taxes (current and deferred) | (4,321) | (4,107) |
For a greater understanding of the difference between tax charges recorded in the financial statements and the theoretical tax charge, it should be noted that the theoretical tax charge does not take IRAP into account, since this tax has a different taxable base from pre-tax profit and would therefore generate discrepancies from one year to the next. Theoretical taxes were therefore calculated solely by applying the current tax rate in Italy (IRES at 24%) to the pre-tax result.
The table below shows a breakdown of deferred tax assets and deferred tax liabilities for the year 2022:
| (Euro /000) | 31 December |
Posted to the income |
Recognised in shareholders' |
Change in scope of |
Exchange rate |
31 December |
|---|---|---|---|---|---|---|
| 2021 | statement | equity | consolidation | differences | 2022 | |
| Deferred tax assets | ||||||
| Impairment of inventories | 1,449 | 683 | - | (474) | (12) | 1,646 |
| Impairment of trade | ||||||
| receivables | 274 | 26 | - | (29) | (3) | 268 |
| Impairment of assets | 535 | 10 | - | - | (1) | 544 |
| Deductible losses to be | 754 | (27) | - | - | (9) | 718 |
| brought forward | ||||||
| Exchange rate balance | - | 12 | (1) | - | 11 | |
| Elimination of unrealised margins on inventories |
536 | (43) | - | - | - | 493 |
| Provision for product | 368 | 2 | - | (49) | - | 321 |
| warranty risk | ||||||
| Provision for | 342 | (32) | (112) | (52) | - | 146 |
| miscellaneous risks | ||||||
| Fair value hedging | 21 | - | (21) | - | - | - |
| Total deferred tax | 4,279 | 631 | (133) | (605) | (25) | 4,147 |
| assets of which: |
||||||
| Allocated to assets held | ||||||
| for sale and disposed | 682 | (77) | - | (605) | - | - |
| Relating to the | ||||||
| operative part | 3,597 | 708 | (133) | - | (25) | 4,147 |
| Deferred tax liabilities | ||||||
| Exchange valuation differences |
(11) | (2) | (136) | - | - | (149) |
| Other deferred tax | ||||||
| liabilities | (905) | 76 | - | - | (51) | (880) |
| Total deferred taxes | (916) | 74 | (136) | - | (51) | (1,029) |
| of which: | ||||||
| Allocated to assets held | - | - | - | - | - | - |
| for sale and disposed | ||||||
| Relating to the | (916) | 74 | (136) | - | (51) | (1,029) |
| operative part | ||||||
| Total | 3,363 | 705 | (269) | (605) | (76) | 3,118 |
The table below shows a breakdown of deferred tax assets and deferred tax liabilities for the year 2021:
| (Euro /000) | 31 December 2020 |
Posted to the income statement |
Recognised in shareholders' equity |
Change in scope of consolidation |
Other changes |
Exchange rate differences |
31 December 2021 |
|---|---|---|---|---|---|---|---|
| Deferred tax assets | |||||||
| Impairment of inventories |
1,218 | 231 | - | - | 1,449 | ||
| Impairment of trade receivables |
294 | (20) | - | - | 274 | ||
| Impairment of assets |
535 | - | - | - | 535 | ||
| Deductible losses to be brought forward |
1,074 | (359) | - | 39 | 754 | ||
| Exchange rate balance |
1 | (1) | - | - | - | ||
| Elimination of unrealised margins on inventories |
436 | 100 | - | - | 536 | ||
| Provision for product warranty risk |
327 | 41 | - | - | 368 | ||
| Provision for miscellaneous risks |
301 | 46 | (10) | - | 5 | - | 342 |
| Fair value hedging | 79 | - | (58) | - | - | 21 | |
| Total deferred tax assets |
4,265 | 38 | (68) | - | 5 | 39 | 4,279 |
| of which: | |||||||
| Allocated to assets | |||||||
| held for sale and disposed |
756 | (61) | (18) | 5 | 682 | ||
| Relating to the operative part |
3,509 | 99 | (50) | - | - | 39 | 3,597 |
| Deferred tax liabilities | |||||||
| Discounting post employment benefits |
- | - | - | ||||
| Exchange valuation differences |
(2) | (6) | (2) | - | - | (1) | (11) |
| Other deferred tax liabilities |
(831) | (13) | - | - | (61) | (905) | |
| Total deferred taxes |
(833) | (19) | (2) | - | - | (62) | (916) |
| of which: | |||||||
| Allocated to assets | |||||||
| held for sale and disposed |
- | - | - | - | - | - | - |
| Relating to the operative part |
(833) | (19) | (2) | - | - | (62) | (916) |
| Total | 3,432 | 19 | (70) | - | 5 | (23) | 3,363 |
The net loss of disposal groups held for sale in the period to 31 December 2022 totalled 3,464 thousand Euro. This item includes the result of companies held for sale (positive and equal to 483 thousand Euro) under the framework agreement signed on 1 August 2022 for disposal of the motion control business to the WEG Group. It also includes the net accounting effects expected from sale of the business (net loss of 3,947 thousand Euro).
No indicators of impairment were identified on the date when the criteria were satisfied for the classification of the disposal groups pursuant to IFRS 5.
The net profit of disposal groups held for sale and discontinued reported at 31 December 2021 was 1,777 thousand Euro. This item has therefore decreased by overall by 5,241 thousand Euro.
| (Euro /000) | 31 December 2022 |
31 December 2021 |
Change |
|---|---|---|---|
| Net profit (loss) from assets held for sale and disposed | (3,464) | 1,777 | (5,241) |
| Total | (3,464) | 1,777 | (5,241) |
For further details, reference is made to the section of the Report on operations on "Economic and financial performance of the disposal groups held for sale".
At 31 December, the Group has given guarantees for the payables or commitments of third parties or subsidiaries totalling 2,395 thousand Euro. These are summarised in the table below:
| (Euro /000) | 31 December 2022 | 31 December 2021 |
|---|---|---|
| Sandrini Costruzioni | 66 | 66 |
| Sandrini Costruzioni | 29 | 29 |
| WEG Equipamentos Elétricos S.A. | 2,300 | - |
| Total | 2,395 | 95 |
The two sureties issued in favour of Sandrini Costruzioni guarantee the rent of the industrial property used by Elettropiemme S.r.l. under 2 leases, one of which will expire on 31 January 2027 while the other will be renewed automatically on 31 December 2023 for a further 6 years.
On 30 September 2022, with regard to the sale of the motion control business to the Brazilian group WEG, Gefran S.p.A. issued a bank guarantee of EUR 2,300 thousand to WEG Equipamentos Eléctricos S.A., expiring on 30 September 2026.
The Parent Company and certain subsidiaries are involved in various legal proceedings and disputes. However, the resolution of these disputes is not thought likely to generate significant liabilities not already covered by existing provisions.
The Group has entered into contracts for the rental of buildings and the lease of equipment, electronic machinery and company vehicles. Pursuant to IFRS 16, the initial lease liability is capitalised as a RoU asset with a matching entry to Financial payables for IFRS 16 leases; see the related explanatory notes for more information.
As envisaged in this standard, certain contracts are excluded from its application as they satisfy the relevant requirements; lease instalments for those contracts totalling 932 thousand Euro were charged to the income statement in the year 2022, of which 192 thousand Euro for contracts arranged by Gefran Drives and Motion S.r.l. and Siei Areg, both being subsidiaries included within the scope of the framework agreement for the disposal of the motion control business whose activities have been reclassified as held for sale (917 thousand Euro recorded in 2021, of which 219 thousand Euro under contracts arranged by the subsidiaries reclassified pursuant to IFRS 5).
At 31 December 2022, the total value of the Group's commitments was 720 thousand Euro, for leasing and rental contracts expiring within the next five years, which do not fall within the scope of application of IFRS 16 (equal to 1,540 thousand Euro at 31 December 2021). This amount mainly refers to ancillary services pertaining to contracts subject to IFRS 16, as well as to contracts for which, based on their value and duration, the above standard has not been applied.
The following information on Group companies' transactions with related parties in the years 2022 and 2021 is provided in accordance with IAS 24.
In compliance with Consob resolution no. 17221 of 12 March 2010, the Board of Directors of Gefran S.p.A. has adopted a Regulation governing transactions with related parties, the current version of which was approved on 24 June 2021 to implement the new requirements of Directive (EU) 2017/828, "Shareholders' Rights II"), and can be viewed on the Company's website, at https://www.gefran.com/governance/documents-and-procedures/.
Transactions with related parties are part of normal operations and the typical business of each entity involved and are carried out under normal market conditions. There have not been any atypical or unusual transactions.
Noting that the economic and equity effects of consolidated infragroup transactions are eliminated in the consolidation process, the most significant transactions with related parties are listed below. These transactions have no material impact on the Group's economic and financial structure. They are summarised in the following tables:
| (Euro /000) | Climat S.r.l. | B.T. Schlaepfer | M. Vecchiati | Total | |
|---|---|---|---|---|---|
| Service costs | |||||
| 2021 | (147) | (95) | (49) | (291) | |
| 2022 | (155) | (102) | - | (257) | |
| (Euro /000) | Climat S.r.l. | Marfran S.r.l. | Total | ||
| Property, plant, machinery and tools |
|||||
| 2021 | 188 | - | 188 | ||
| 2022 | 294 | - | 294 | ||
| Trade receivables | |||||
| 2021 | - | 68 | 68 | ||
| 2022 | - | 3 | 3 | ||
| Trade payables | |||||
| 2021 | 96 | - | 96 | ||
| 2022 | 278 | - | 278 |
In accordance with internal regulations, transactions with related parties of an amount below Euro 50 thousand are not reported, since this amount was determined as the threshold for identifying material transactions.
As part of its intercompany activities, Gefran S.p.A. has provided technical-administrative and management services and charged royalties to operational subsidiaries totalling 3.9 million Euro under specific contracts (3.8 million Euro in the period to 31 December 2021), of which 0.8 million Euro to Gefran Drives and Motion S.r.l. and Siei Areg, both being subsidiaries included within the scope of the framework agreement for the disposal of the motion control business (1.1 million Euro in the year 2021).
Gefran S.p.A. provides a Group cash pooling service, partly through a "Zero Balance" service, which involves all the European subsidiaries and the Singapore subsidiary.
None of the subsidiaries holds shares of the Parent Company or held them during the period.
In the first half of 2022, the Parent Company Gefran S.p.A. recognised dividends from subsidiaries amounting to 3 thousand Euro (1.7 million Euro in the year 2021).
Members of the Board of Directors and the Board of Statutory Auditors and managers with strategic responsibilities were paid the following aggregate remuneration: 1,556 thousand Euro included in personnel costs and 1,389 thousand Euro included in service costs (1,316 thousand Euro included in personnel costs and 1,355 thousand Euro included in service costs in 2021).
Persons of strategic importance have been identified as members of the executive Board of Directors of Gefran S.p.A. and other Group companies, as well as executives with strategic responsibilities, identified as the General Manager of Gefran S.p.A., the Group's Chief Sales Officer, as well as the Chief Financial Officer, the Chief People & Organisation Officer, and the Group's Chief Technology Officer.
The table below shows fees paid in relation to the year 2022 for auditing services and for services other than auditing provided by the auditing company and entities in its network.
| (Euro /000) | Party that provided the service |
Recipient | Fees for 2022 |
|---|---|---|---|
| Accounts audit | PwC S.p.A. | Parent company Gefran S.p.A. | 118 |
| PwC S.p.A. | Subsidiaries | 53 | |
| PwC network | Subsidiaries | 228 | |
| Accounts audit | |||
| on Non-Financial | PwC S.p.A. | Parent company Gefran S.p.A. | 20 |
| Declaration | |||
| Certification services | PwC network | Parent company Gefran S.p.A. | 8 |
| Total | 427 |
With regard to operating performance at the beginning of 2023, we refer to the paragraphs on "Significant events after the end of 2022" and "Outlook for the year" contained in the Report on Operations.
In view of continuation of hostilities related to the Russia-Ukraine conflict, it should be noted that the Group does not own strategic assets in the territories currently involved and that sales in these regions are limited. Although the scenario may evolve further, in light of the current forecasts, Gefran does not consider the hostilities that have occurred to have a significant impact on its activities and consequently its ability to generate income.
No other significant events took place after the year-end.
Pursuant to Article 70, paragraph 8, and article 71, paragraph 1-bis, of the Consob Issuers' Regulation, the Board of Directors decided to take advantage of the option to derogate from the obligation to publish the information documents prescribed in relation to significant mergers, spin-offs, capital increases through contribution in kind, acquisitions and disposals.
Provaglio d'Iseo, 9 March 2023
For the Board of Directors
Chairwoman
Chief Executive Officer
Maria Chiara Franceschetti
Marcello Perini
Gefran Group
| (Euro /000) | Q1 | Q2 | Q3 | Q4 | TOT | Q1 | Q2 | Q3 | Q4 | TOT | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2021 | 2021 | 2021 | 2021 | 2022 | 2022 | 2022 | 2022 | 2022 | ||
| a | Revenues | 27,924 | 31,214 | 27,967 | 31,493 | 118,598 | 35,171 | 34,137 | 32,241 | 32,878 | 134,427 |
| b | Increases for internal work |
252 | 269 | 226 | 529 | 1,276 | 241 | 270 | 173 | 223 | 907 |
| c | Consumption of materials and products |
7,988 | 9,086 | 8,071 | 10,153 | 35,298 | 10,199 | 10,094 | 9,019 | 10,646 | 39,958 |
| d | Value Added (a+b-c) |
20,188 | 22,397 | 20,122 | 21,869 | 84,576 | 25,213 | 24,313 | 23,395 | 22,455 | 95,376 |
| e | Other operating costs |
4,605 | 5,189 | 5,024 | 5,961 | 20,779 | 5,351 | 5,903 | 6,318 | 5,973 | 23,545 |
| f | Personnel costs | 9,803 | 10,554 | 9,842 | 11,144 | 41,343 | 11,255 | 11,617 | 11,483 | 12,840 | 47,195 |
| g | EBITDA (d-e-f) | 5,780 | 6,654 | 5,256 | 4,764 | 22,454 | 8,607 | 6,793 | 5,594 | 3,642 | 24,636 |
| h | Depreciation, amortisation and impairment |
1,651 | 1,663 | 1,652 | 1,674 | 6,640 | 1,716 | 1,763 | 1,796 | 1,847 | 7,122 |
| i | EBIT (g-h) | 4,129 | 4,991 | 3,604 | 3,090 | 15,814 | 6,891 | 5,030 | 3,798 | 1,795 | 17,514 |
| l | Gains (losses) from financial assets/ liabilities |
191 | (105) | (320) | 58 | (176) | 237 | 249 | 413 | (801) | 98 |
| m | Gains (losses) from shareholdings valued at equity |
5 | 1 | 3 | 11 | 20 | 8 | 5 | 7 | 4 | 24 |
| Profit (loss) | |||||||||||
| n | before tax (i±l±m) |
4,325 | 4,887 | 3,287 | 3,159 | 15,658 | 7,136 | 5,284 | 4,218 | 998 | 17,636 |
| o | Taxes | (992) | (1,081) | (826) | (844) | (3,743) | (1,790) | (1,403) | (1,418) | 427 | (4,184) |
| Result from | |||||||||||
| p | operational activities (n±o) |
3,333 | 3,806 | 2,461 | 2,315 | 11,915 | 5,346 | 3,881 | 2,800 | 1,425 | 13,452 |
| q | Net income from assets available for sale and disposed |
366 | 549 | 70 | 792 | 1,777 | (503) | (3,893) | 365 | 567 | (3,464) |
| r | Group net profit (loss) (p±q) |
3,699 | 4,355 | 2,531 | 3,107 | 13,692 | 4,843 | (12) | 3,165 | 1,992 | 9,988 |
| Currency | 31 December 2022 | 31 December 2021 |
|---|---|---|
| Swiss franc | 0.9847 | 1.0331 |
| Pound sterling | 0.8869 | 0.8403 |
| U.S. dollar | 1.0666 | 1.1326 |
| Brazilian real | 5.6386 | 6.3101 |
| Chinese renminbi | 7.3582 | 7.1947 |
| Indian rupee | 88.1710 | 84.2292 |
| Turkish lira | 19.9649 | 15.2335 |
| Currency | 31 December 2022 |
31 December 2021 |
4Q 2022 | 4Q 2021 |
|---|---|---|---|---|
| Swiss franc | 1.0052 | 1.0814 | 0.9735 | 1.0825 |
| Pound sterling | 0.8526 | 0.8600 | 0.8564 | 0.8553 |
| U.S. dollar | 1.0539 | 1.1835 | 1.0070 | 1.1788 |
| Brazilian real | 5.4432 | 6.3813 | 5.2873 | 6.1593 |
| Chinese renminbi | 7.0801 | 7.6340 | 6.8977 | 7.6260 |
| Indian rupee | 82.7145 | 87.4861 | 80.3434 | 87.3346 |
| Turkish lira | 17.3849 | 10.4670 | 18.0687 | 10.0689 |
| Name | Registered office |
Nation | Currency | Share capital |
Parent company |
% of direct ownership |
|
|---|---|---|---|---|---|---|---|
| Gefran UK Ltd | Warrington | United Kingdom |
GBP | 4,096,000 | Gefran S.p.A. | 100.00 | |
| Gefran Deutschland GmbH |
Seligenstadt | Germany | EUR | 365,000 | Gefran S.p.A. | 100.00 | |
| Gefran France SA | Saint-Priest | France | EUR | 800,000 | Gefran S.p.A. | 99.99 | |
| Gefran Benelux NV | Geel | Belgium | EUR | 344,000 | Gefran S.p.A. | 100.00 | |
| Gefran Inc | North Andover | United States |
USD | 1,900,070 | Gefran S.p.A. | 100.00 | |
| Gefran Brasil | Gefran S.p.A. | 99.90 | |||||
| Elettroel. Ltda | Sao Paolo | Brazil | BRL | 450,000 | Sensormate AG | 0.10 | |
| Gefran India Private | (1) | Pune | India | INR | 100,000,000 | Gefran S.p.A. | 95.00 |
| Ltd | Sensormate AG | 5.00 | |||||
| Gefran Siei Asia Pte Ltd |
Singapore | Singapore | EUR | 3,359,369 | Gefran S.p.A. | 100.00 | |
| Gefran Siei Drives Tech. Co Ltd |
(2) | Shanghai | China (PRC) | RMB | 28,940,000 | Gefran Siei Asia |
100.00 |
| Sensormate AG | Aadorf | Switzerland | CHF | 100,000 | Gefran S.p.A. | 100.00 | |
| Gefran Middle East Ltd Sti |
Istanbul | Turkey | TRY | 1,030,000 | Gefran S.p.A. | 100.00 | |
| Gefran Soluzioni S.r.l. |
Provaglio d'Iseo |
Italy | EUR | 100,000 | Gefran S.p.A. | 100.00 | |
| Elettropiemme S.r.l. | Trento | Italy | EUR | 70,000 | Gefran Soluzioni S.r.l. |
100.00 |
(1) companies that include motion control business in the scope of assets held for sale, sold on 1 March 2023
(2) companies that include motion control business in the scope of assets held for sale, sold on 3 January 2023
| Name | Registered office |
Nation | Currency | Share capital |
Parent company |
% of direct ownership |
|---|---|---|---|---|---|---|
| Axel S.r.l. | Crosio della Valle |
Italy | EUR | 26,008 | Gefran S.p.A. |
15 |
| Name | Registered office |
Nation | Currency | Share capital | Parent company |
% of direct ownership |
|---|---|---|---|---|---|---|
| Colombera S.p.A. | Iseo | Italy | EUR | 8,098,958 | Gefran S.p.A. |
17 |
| Woojin Plaimm Co Ltd | Seoul | South Korea | WON | 3,200,000,000 | Gefran S.p.A. |
2.00 |
| CSMT GESTIONE S.C.A.R.L. | Brescia | Italy | EUR | 1,400,000 | Gefran S.p.A. |
1.78 |
The undersigned Marcello Perini, in his capacity as Chief Executive Officer, and Paolo Beccaria, in her capacity as Executive in charge of financial reporting of Gefran S.p.A., hereby certify, with due regard for the provisions of Article 154-bis, paragraphs 3 and 4, of Legislative Decree no. 58 of 24 February 1998:
the adequacy, with respect to the Company's characteristics,
and
the effective application of the administrative and accounting procedures applied in the preparation of the consolidated financial statements in 2022.
There are no significant matters to report in this regard.
They further certify that
Provaglio d'Iseo, 9 March 2023
Chief Executive Officer
The Executive in charge of financial reporting
Marcello Perini
Paolo Beccaria
Gefran Group
The following table shows the operating results for the year, reclassified and compared with those of the previous period:
| (Euro /000) | 31 December 2022 |
31 December 2021 |
Change 2022-2021 | ||
|---|---|---|---|---|---|
| Total | Total | Value | % | ||
| a | Revenues | 82,568 | 74,927 | 7,641 | 10.2% |
| b | Increases for internal work | 850 | 1,107 | (257) | -23.2% |
| c | Consumption of materials and products | 27,399 | 24,053 | 3,346 | 13.9% |
| d | Value Added (a+b-c) | 56,019 | 51,981 | 4,038 | 7.8% |
| e | Other operating costs |
15,894 | 13,630 | 2,264 | 16.6% |
| f | Personnel costs | 25,195 | 23,117 | 2,078 | 9.0% |
| g | EBITDA (d-e-f) | 14,930 | 15,234 | (304) | -2.0% |
| h | Depreciation, amortisation and impairment | 5,300 | 5,020 | 280 | 5.6% |
| i | EBIT (g-h) | 9,630 | 10,214 | (584) | -5.7% |
| l | Gains (losses) from financial assets/liabilities |
4,350 | 1,500 | 2,850 | n.d. |
| n | Profit (loss) before tax (i±l) | 13,980 | 11,714 | 2,266 | 19.3% |
| o | Taxes | (2,960) | (2,509) | (451) | -18.0% |
| p | Result from operating activities (n±o) | 11,020 | 9,205 | 1,815 | 19.7% |
| q | Profit (loss) from assets held for sale and disposed |
(1,500) | - | (1,500) | n.d |
| r | Net profit (loss) (p±q) |
9,520 | 9,205 | 315 | 3.4% |
Annual revenues amounted to 82,568 thousand Euro, up 7,641 thousand Euro over the prior year, equal to 10.2%. The revenue growth trend continues, driven by the post-pandemic economic recovery, which drove the Company's increase in sales volumes.
The increase is widespread and affects nearly all the main market areas in which Gefran S.p.A. operates: +19% in Italy, +17.1% in Europe, +21.4% overall in America. It is the only contracting area, where 2022 revenues were 13.1% lower than in 2021, with its economy still suffering from the effects of the COVID-19 pandemic, also in line with the "Zero-COVID" policies of governments.
From the business area point of view, sensors recorded a 7.7% increase in revenues, while the increase in revenues from the automation components business, albeit lower than that of sensors in absolute terms, was 18.6%.
Added value in the year amounted to 56,019 thousand Euro, representing 67.8% of revenues, as compared to 51,981 thousand Euro in the previous year, equal to 69.4% of revenues. The increase, of 4,038 thousand Euro in absolute value, is primarily due to the effects of the post-pandemic economic recovery mentioned above, while the decrease in percentage margins also reflects the increase in raw material procurement costs, not fully absorbed by the increase in sales prices.
Other operating costs in the year 2022 totalled 15,894 thousand Euro, compared with 13,630 thousand Euro as of 31 December 2021, an increase of 2,264 thousand Euro; the change mainly reflects recognition of greater expenditure on trade fairs, travel expenses and external processing and utilities, as a direct consequence of the increase in production volumes and the complete recovery of company operations after the pandemic compared to the previous year.
Personnel costs at 31 December 2022 were EUR 25,195 thousand, compared with EUR 23,117 thousand in 2021, an increase of EUR 2,078; the change is due to the increase in the workforce due to the strengthening of the structure: growing number of employees employed in the company at year end (+21 employees at 31 December 2022 compared with 31 December 2021), as well as the annual average (321 in 2022 and 312 in 2021). It should also be noted that in the fourth quarter of the year, a one-off contribution was granted to all Company employees (overall equal to Euro 606 thousand), as an additional contribution to offset the significant increase in the cost of living and the impact on household budgets.
Depreciation/amortisation in the current year amounts to 5,300 thousand Euro, a 280 thousand Euro increase over the figure for 31 December 2021. The main investments made in 2022 related to process automation and to the introduction of new production machinery of EUR 2,930 thousand, as well as investment in buildings of EUR 960 thousand and the purchase of new electronic equipment of EUR 257 thousand.
In the year 2022 EBIT was positive at 9,630 thousand Euro (11.7% of revenues), compared with a negative EBIT of 10,214 thousand Euro in December 2021 (13.6% of revenues). The increase in operating costs, for raw materials procurement and for the strengthening of the workforce was not fully offset by the higher added value achieved, due to the increase in sales volumes.
Financial income of the year was EUR 4,350 thousand, up EUR 2,850 thousand over the previous year. It includes:
Taxes were, on the whole, negative by 2,960 thousand Euro (2,509 thousand Euro as of 31 December 2021). The increase in taxes is proportionate to the higher profit earned, and may be broken down as follows:
The results from continuing operations of Gefran S.p.A. were positive at 31 December 2022, amounting to EUR 11,020 thousand, up EUR 1,815 thousand from the previous year, both in absolute terms and in percentage terms.
The net result of assets held for sale and discontinued of Gefran S.p.A. at 31 December 2022 was negative, amounting to EUR 1.5 thousand, and mainly relates to the loss incurred on the sale of the shares of Gefran Drives and Motion S.r.l., a company incorporated under Italian law, and of Siei Areg Gmbh, under German law, to WEG S.A., under the framework agreement signed on 1 August 2022 and on the sale of the motion control business (1.8 thousand Euro in total). The item also includes the reclassification of 300 thousand Euro of financial income relating to the dividend granted to Gefran S.p.A. by Siei Areg GmbH, pursuant to IFRS 5. There were no assets held for sale in 2021.
The Net profit of Gefran S.p.A. at 31 December 2022 was positive, amounting to 9,520 thousand Euro, representing an increase over the figure for the previous year, which was positive by 315 thousand Euro, net of the loss described above.
Gefran S.p.A.'s reclassified balance sheet at 31 December 2022 is as follows:
| (Euro /000) | 31 December 2022 | 31 December 2021 | ||
|---|---|---|---|---|
| Value | % | Value | % | |
| Intangible assets | 5,209 | 7.8 | 5,425 | 6.6 |
| Tangible fixed assets | 26,898 | 40.3 | 26,108 | 31.6 |
| Other non-current assets | 28,844 | 43.2 | 28,749 | 34.7 |
| Net non-current assets | 60,951 | 91.3 | 60,282 | 72.9 |
| Inventories | 10,586 | 15.9 | 7,744 | 9.4 |
| Trade receivables | 20,438 | 30.6 | 22,550 | 27.3 |
| Trade payables | (17,649) | (26.4) | (16,457) | (19.9) |
| Other assets/liabilities | (4,829) | (7.2) | (5,991) | (7.2) |
| Working capital | 8,546 | 12.8 | 7,846 | 9.5 |
| Provisions for risks and future liabilities | (1,111) | (1.7) | (1,556) | (1.9) |
| Deferred tax provisions | (146) | (0.2) | (11) | (0.0) |
| Employee benefits | (1,514) | (2.3) | (1,947) | (2.4) |
| Invested capital from operations | 66,726 | 100.0 | 64,614 | 78.1 |
| Invested capital from assets held for sale and disposed | - | - | 18,117 | 21.9 |
| Net invested capital | 66,726 | 100.0 | 82,731 | 100.0 |
| Shareholders' equity | 76,821 | 115.1 | 72,367 | 87.5 |
| Non-current financial payables | 6,898 | 10.3 | 16,176 | 19.6 |
| Current financial payables | 16,544 | 24.8 | 30,323 | 36.7 |
| Financial payables for IFRS 16 leases (current and non-current) | 549 | 0.8 | 465 | 0.6 |
| Financial liabilities for derivatives (current and non-current) | - | - | 88 | 0.1 |
| Financial assets for derivatives (current and non-current) | (539) | (0.8) | - | - |
| Non-current financial investments | (28) | (0.0) | (67) | (0.1) |
| Cash and cash equivalents and current financial receivables | (33,519) | (50.2) | (36,621) | (44.3) |
| Net debt relating to operations | (10,095) | (15.1) | 10,364 | 12.5 |
| Total sources of financing | 66,726 | 100.0 | 82,731 | 100.0 |
Net non-current assets amounted to 60,951 thousand Euro, down by 669 thousand Euro from 31 December 2021. The following dynamics are highlighted:
/ tangible and intangible assets include increases for new investments totalling 5,560 thousand Euro, depreciation/amortisation totalling 5,044 Euro, and entry of usage rights with reference to IFRS16 accounting standard for new contracts signed in 2022 amounting to 349 thousand Euro, offset by the amortisation of such rights totalling 257 thousand Euro.
/ other fixed assets recorded an overall change of EUR 95 thousand; it should be noted that, in relation to the sale of the equity investments in the subsidiaries Gefran Drives and Motion S.r.l. and Siei Areg Gmbh to WEG S.A., which took place in the fourth quarter of 2022 in view of the framework agreement signed on 1 August 2022 for the sale of the motion control business, the value of equity investments (18,117 thousand Euro) is represented in "assets held for sale", pursuant to IFRS 5.
Working capital amounts to 8,546 thousand Euro, 700 thousand Euro higher than on 31 December 2021; the changes in individual components are as follows:
Provisions for risks and future liabilities amounted to EUR 1,111 thousand and showed a decrease of EUR 445 thousand compared to 31 December 2021; they include provisions for legal disputes in progress and miscellaneous risks and the decrease recorded in the year mainly relates to the legal dispute provision (EUR 473 thousand), allocated in 2021 to the legal proceedings for the shareholding in Gefran Brasil, concluded in the first quarter of 2022 with consequent use of the fund. In addition, movements in the provision for product warranty led to an increase in the item by a total of 23 thousand Euro.
Employee benefits total 1,514 thousand Euro, 433 thousand Euro lower than on 31 December 2021; the change is a result of payment of 220 thousand Euro in benefits to employees and discounting of existing payables in accordance with IAS standards, which has a negative impact of 213 thousand Euro.
Shareholders' equity increased by 4,454 thousand Euro compared with 31 December 2021, due to the recognition of the profit for the period (9,520 thousand Euro), offset by payment of dividends (5,462 thousand Euro). The other changes (positive overall totalling 396 thousand Euro) relate to the adjustment of the cash flow hedging reserves, the measurement of securities at fair value and IAS 19.
Net financial position at 31 December 2022 is positive by EUR 10,095 thousand, an improvement over 20,459 thousand Euro at 31 December 2021, when it was negative by EUR 10,364 thousand. This change is mainly due to positive cash flows from ordinary operations (EUR 15,280 thousand), positive flows from investment activities (EUR 16,916 thousand), which benefited from the sale of the shareholdings of the subsidiaries Gefran Drives and Motion S.r.l. and Siei Areg Gmbh to WEG S.A., which took place in the fourth quarter of 2022 in light of the framework agreement signed on 1 August 2022 for the sale of the motion control business.
| (Euro /.000) | 31 December 2022 |
31 December 2021 |
Change |
|---|---|---|---|
| Cash on hand | 33,101 | 25,194 | 7,907 |
| Financial receivables from subsidiaries | 418 | 11,427 | (11,009) |
| Current financial payables | (9,302) | (11,589) | 2,287 |
| Financial payables for IFRS 16 leases | (246) | (217) | (29) |
| Financial payables to subsidiaries | (7,242) | (18,734) | 11,492 |
| (Debt)/short-term cash and cash equivalents | 16,729 | 6,081 | 10,648 |
| Non-current financial payables | (6,898) | (16,176) | 9,278 |
| Financial payables for IFRS 16 leases | (303) | (248) | (55) |
| Financial liabilities for derivatives | - | (88) | 88 |
| Financial investments for derivatives | 539 | - | 539 |
| Other financial assets | 28 | 67 | (39) |
| (Debt)/medium-/long-term cash and cash equivalents | (6,634) | (16,445) | 9,811 |
| Net financial position | 10,095 | (10,364) | 20,459 |
Note that the "Other non-current financial investments" caption in the "Net financial position" table comprises prepaid financial expenses. Net of this item, and for the purposes of EU Regulation 2017 1129, net financial position at 31 December 2022 is positive by 10,067 thousand Euro, whereas at 31 December 2021 it was negative by 10,431 thousand Euro.
Cash flow from operations for the period was positive and relates entirely to operations in 2022 which, net of allocations, depreciation/amortisation and financial items, generated cash of 16,085 thousand Euro.
Technical and financial investments, net of disposals, absorbed resources of 5,531 thousand Euro, compared with investments of 6,339 thousand Euro in 2021. In addition, the dynamics linked to equity investments, in particular the sale of the shares in the subsidiaries Gefran Drives and Motion S.r.l. and Siei Areg GmbH, brought cash totalling EUR 22,618 thousand.
In view of these dynamics, operating cash flow excluding investment was positive by 32,196 thousand Euro, as compared with the also positive figure of 8,428 thousand Euro in 2021.
Financial investments absorbed cash amounting to EUR 24,289 thousand, mainly due to repayment of instalments due on outstanding loans (a total of EUR 11,590 thousand), payment of dividends (EUR 5,462 thousand), due to the decrease in short-term financial payables to subsidiaries deriving from the Group's cash pooling activities (EUR 4,385 thousand), offset by the collection of dividends from subsidiaries (2,957 thousand Euro).
| (Euro /000) | 31 December 2022 |
31 December 2021 |
|---|---|---|
| A) Cash and cash equivalents at the start of the period | 25,194 | 32,792 |
| B) Cash flow generated by (used in) operations in the period | 15,280 | 14,766 |
| C) Cash flow generated by (used in) investment activities | 16,916 | (6,338) |
| D) Free Cash Flow (B+C) | 32,196 | 8,428 |
| E) Cash flow generated by (used in) financing activities | (24,289) | (16,026) |
| F) Cash flow from continuing operations (D+E) | 7,907 | (7,598) |
| G) Cash and cash equivalents at the end of the period (A+F) | 33,101 | 25,194 |
reporting with effect from 30 April 2022, until the new Chief Financial Officer is appointed to that role.
At the same meeting and with effect from that date, the Board of Directors also appointed Vice Chairwoman Giovanna Franceschetti to the role of Investor Relator.
In accordance with art. 123-ter of Italy's Consolidated Finance Act (TUF), the Shareholders' Meeting held a binding vote that approved the Group's 2022 Remuneration Policy and also expressed a favourable opinion on its 2021 Remuneration Report.
/ Following the resignation of Fausta Coffano, Paolo Beccaria was appointed as the Chief Financial Officer of the Group on 20 June 2022.
/ On 1 August 2022, the Board of Directors of Gefran S.p.A. resolved to sign a framework agreement for the disposal of the motion control business to the Brazilian WEG Group for a total of 23 million Euro.
The scope of the operation comprises Gefran Drives and Motion S.r.l. based in Gerenzano (Italy) and Siei Areg GmbH based in Pleidelsheim (Germany), both subsidiaries, together with the motion control lines of business of Gefran Siei Drives Technology Co Ltd based in Shanghai (China) and Gefran India Private Ltd based in Pune (India), which are also both subsidiaries.Founded in 1961, the WEG group operates globally, manufacturing electrical and electronic equipment that is mainly used to produce capital goods. Present in 135 countries with production plants in 12 and over 37,000 employees, the group generated revenues of 23.6 billion Brazilian reals in 2021. This ranks it among the leading global operators in this sector.
For Gefran, the operation fits well with the strategic evolution of the Group, which is focused on strengthening its strategic sectors: sensors and automation components, where Gefran has invested most heavily in recent years and where the Group seeks to accelerate growth significantly, both organically and via acquisitions.
On the same date, Gefran S.p.A. announced that, following signature of the above framework agreement, the meeting of the Board of Directors called for 4 August 2022 would approve the preliminary consolidated data at 30 June 2022, while the Semi-annual financial statements at 30 June 2022 would be examined at the Board Meeting called for 9 September 2022.
/ On 4 August 2022, the Board of Directors of Gefran S.p.A. examined the preliminary results at 30 June 2022, having due regard for the framework agreement to sell the motion control business signed on 1 August 2022, which was scheduled for approval at the meeting called for 9 September 2022.
At the same meeting and with the favourable opinion of the Board of Statutory Auditors, the Board appointed Paolo Beccaria, already Group Chief Financial Officer, as the Executive in Charge of Financial Reporting.
Under the agreement, the motion control business units carved out from Gefran Siei Drives Technology Co Ltd and from Gefran India Private Ltd will be sold subsequently.
The scope and total value of the operation are unchanged with respect to the information communicated on 1 August 2022.
/ On 3 November 2022, the Group informed all employees about a one-off payment towards the significant rise in the cost of living, which is having an obvious impact on household budgets. A total of 1.3 million Euro has been allocated to all employees. At Gefran S.p.A., the amount was paid out with the October payroll.
The macroeconomic situation at the start of 2022 is clouded by various events that threaten the economic recovery experienced during 2021, when a number of factors brightened the prospects for renewed global growth (e.g. the introduction of vaccines and the consequent vaccination campaigns). Production has slowed worldwide, due to the adverse repercussions of the ongoing Russia-Ukraine conflict and a worsening of the Covid-19 pandemic, which has led to new lockdowns consequent to the highly restrictive policies adopted by certain governments (e.g. the Zero Covid policy in China). There are also signs of a recession in the United States, given the slowdown in growth, the reduced purchasing power of households and the tightening of monetary policy. These factors also penalised the performance of the global economy during 2022, which saw a further spike in inflation.
In light of these developments, the International Monetary Fund has recently revised down its 2022 forecast, now with growth of 3.4%, while global average annual inflation stands at 8.8%. The latest projections for the next two years show growth of 2.9% for 2023 (+0.2% compared to the October report, where recent reopenings in China have led to a faster-than-expected recovery, and in the last quarter of 2022 there were more positive and resilient surprises than expected in many economies) and 3.1% for 2024. Global inflation is expected to fall from 8.8% in 2022 to 6.6% in 2023 and 4.3% in 2024, but still above pre-pandemic levels (2017-19) of approximately 3.5%.
In particular, the Euro-area economy is badly affected by uncertainties linked to the continuing Russia-Ukraine conflict, which has increased the cost of energy commodities and created procurement difficulties for businesses. In the Eurozone, GDP is expected to grow by 3.5% in 2022 and the recent projections will reach a low of +0.7% in 2023, before rising back to +1.6% in 2024 only.
Within Italy, growth is estimated at 3.9% in 2022 (better than the average for Europe), but the latest projections for 2023 suggest a growth of 0.6%, which will strengthen to 0.9% in 2024. Inflation, which rose to almost 9% (2022 average), would fall to 6.5% in 2023 and more markedly thereafter, to 2% in 2025. These projections continue to be purely indicative, given the context of exceptionally high uncertainty. The Russia-Ukraine conflict continues to be a source of great instability for economies. In the base case scenario, conflict-related tensions are assumed to remain still significant in the early months of 2023, to gradually fade along the predicted horizon.
The Company's work on development of new products and markets will help offset the possible impacts from the uncertain macroeconomic climate, as described above. In view of these considerations and with reference to 2023, Gefran S.p.A. expects that it will be able to record higher revenues than in 2022 and maintain profit margins in line with those of previous years.
At 31 December 2021, Gefran S.p.A. held 27,220 shares (0.19% of the total) with an average carrying value of Euro 5.7246 per share, all of which were purchased in the fourth quarter of 2018.
During 2022 the purchase of own shares for a total of 26,053 shares was made for an average of EUR 9,1188 per share and a total value of EUR 238 thousand. At 31 December 2022, Gefran S.p.A. held a total of 53,273 shares (0.37% of the total) with an average carrying value of Euro 7.3993 per share, and an overall value of 394 thousand Euro.
On 12 November 2010, the Board of Directors of Gefran S.p.A. approved the "Internal Procedure for Transactions with Related Parties", in application of Consob resolution no. 17221 dated 12 March 2010. The above document is published in the "Governance/Documents and procedures" section of the company's web site, available at https://www.gefran.com/ governance/documents-and-procedures.
The procedure was updated by the Board of Directors on 24 June 2021 to implement the new requirements of Directive (EU) 2017/828 (a.k.a. "Shareholders' Rights II'), introduced into Italian law by means of Legislative Decree No. 49 of 2019, with regard to primary regulations, and by means of Consob Resolution no. 21624 of 10 December 2020, with regard to the secondary regulations.
Information about it is also provided in the Report on Corporate Governance and Ownership Structure.
See note 34, "Transactions with related parties", of these notes to the accounts for details of transactions with related parties.
In 2022 the Company continued with its commitment to promote initiatives and activities for protection of the environment as a primary asset and of the health and safety of all its employees, through constant, precise, targeted actions for risk prevention and reduction, with a view to ongoing improvement and in compliance with current regulations.
This commitment is confirmed and signed through the policy of the "Health, Safety and Environment System", which defines the principles that guide the Group the Company belongs to: Gefran considers the protection of employees' safety, health and well-being and the environment as a key value for the organisation of its activities, in order to create added value for all the Group's internal and external stakeholders.
Gefran S.p.A. promotes safety primarily through:
In the year 2022, Gefran maintained a series of actions begun in response to the Covid-19 pandemic aimed at limiting the risk of contagion in the workplace, ensuring that its employees and external collaborators enjoy the best health and safety conditions, and, at the same time, ensuring business continuity in its factories. The most significant measures taken include:
These measures have proven effective, ensuring the health and safety of employees and the operational continuity of all company functions.
Training, aimed at protecting health and safety in the workplace has continued at various levels, both thanks to its qualified in-house staff and the support of an external team of professionals in the field.
In the area of environment, the Group supports the development of all aspects of environmental culture, with a view to achieving a constant balance between correct planning of environment, health and safety in all fields of application. Third-party audits and analyses of the company's energy consumption, made possible by installation of monitoring systems, identified the areas that consume the greatest amount of energy. Although Gefran S.p.A. is not considered an energy-intensive company, an "energy efficiency plan" has been carried out in recent years, in the concrete form of a campaign to replace old fluorescent tube light fixtures with new LED lamps, and with point-by-point analysis of consumption data to highlight specific opportunities for improvement.
As in previous years, in 2022 the Group confirmed its commitment to the drive of separate collection of wastes for recycling on all premises. In particular, once again for 2022 the information regarding waste disposal and its complete independence from the services provided by the various municipalities involved led to recovery of the variable portion of solid urban waste disposal taxes.
Finally, to confirm the importance of the issues at stake and implement the concrete actions defined in the Strategic Sustainability Plan formalised in the fourth quarter of 2020 in the best possible way, the Group-wide integrated Quality, Safety and Environment function strengthened in the last two-year period and during 2022 strived to put in place an integrated management system, harmonising the approaches to the relevant aspects of health and safety and environment in Gefran S.p.A. and its Italian subsidiaries.
Gefran is made up of its people, and the valorisation of their talents, knowledge and skills contributes to the Company's heritage and therefore its competitiveness. Gefran addresses this major challenge with the systematic aim of developing its employees. It sees talent not as an identity, but as a set of skills, aligned with corporate values and consistent with the specific nature of the organisation called for to implement the company's strategy.
In 2022, joining the workforce of Gefran S.p.A. were 38 people, including 22 manual workers, 13 clerical staff to strengthen the technical areas of sales and staff, 3 managers. A total of 17 people left, including 3 manual workers, 13 clerical staff and 1 manager.
All new employees go through a structured onboarding process to help them become familiar with processes, products/services and people in their own department and in interdependent functions.
In terms of communications, inspiration and engagement were offered to all employees through participatory occasions such as the distribution of videos and essential summaries of best-selling books on fundamental cross-sectoral skills, involving people with the aid of surveys and sharing of messages, best practice and experiences.
Development paths of skills are designed and managed in FLY, the Talent Academy, intended for all employees, and in FLY Youth, a session for new graduates, because the tools and methodologies used represent a combination of actions targeting both its existing staff and new employees.
In order to ensure integration and uniformity in the paths and methods for developing and training people, in person and innovative digital initiatives were organised in kenFLY, the digital hub of FLY, through which employees can hone their skills and know-how and share experiences and knowledge. It stems from a need to bring the talent development paths of FLY Gefran Talent Academy to the whole Group to make the most of people's abilities with an open approach encouraging acceptance of responsibility.
During 2022, the system was completed with FLY Performance: the path of mapping skills and evaluating performance through structured and continuous feedback based on the widely known and shared matrix. In this context, an important training initiative was the workshop on the "ability to give and receive feedback" that involved all the first and second level management.
Alongside its training plans, the Company implements a series of other initiatives: plans for ensuring employee engagement and loyalty include welfare (such as the organisational well-being programme "WELLFRAN People in Gefran", through which the company offers products and services) and initiatives aiming to improve the quality of people's experience in the company in balance with private life.
For information on the main risks and uncertainties faced by the Company, please see the "Main risks and uncertainties to which the Gefran Group is exposed" section of the Consolidated Financial Statements.
With regard to risk management objectives and policies, including the hedging policy and the exposure of Gefran S.p.A. to credit, price, liquidity, interest rate and exchange rate risks, please see the full description in the comments on the financial statement items. With regard to "Financial risk management", please refer to note 7 of the notes to the accounts.
On 1 October 2012, the Gefran S.p.A. Board of Directors voted to use the option to provide simplified disclosure pursuant to article 70, paragraph 8, and article 71, paragraph 1-bis, of Consob Regulation 11971/1999 as amended.
Gefran Group
Dear Shareholders,
We hereby submit for your approval the annual financial statements for the period ending 31 December 2022, which show a net profit for the period of 9,519,823 Euro.
Note that the legal reserve reached the limit set by the Italian Civil Code some time ago and that the available reserves amply cover the development costs recorded under non-current assets.
We therefore submit for your approval the following resolution:
"The Ordinary Shareholders' Meeting of Gefran S.p.A., having taken note of the Board of Statutory Auditors' Report and the External Auditors' Report, votes:
to approve the Board of Directors' Report on Operations and the annual financial statements for the period ending 31 December 2022, which show a profit of 9,519,823 Euro, as presented by the Board of Directors;
to distribute to the shareholders, by way of dividend, gross of the legal withholdings, 0.40 Euro for each of the outstanding shares (net of the own shares), using, for the necessary amount, the net profit for the year;
to allocate to "Retained earnings" the amount corresponding to the portion of the net profit for the year which remains net of the distribution as per point 2.
The dividend, in compliance with the provisions of the "Regulation of the markets organised and managed by Borsa Italiana S.p.A.", will be paid as follows: ex-dividend date 08 May 2023, record date 09 May 2023, in payment beginning on 10 May 2023.
The amount of the dividend is fully covered by the profit for the period and sufficient financial funds are already available for the payment.
Provaglio d'Iseo, 9 March 2023
For the Board of Directors
Chairwoman
Chief Executive Officer
Maria Chiara Franceschetti
Marcello Perini
244
| progress. 31 December | |||
|---|---|---|---|
| (Euro) | Notes | 2022 | 2021 |
| Revenue from product sales | 23 | 77,327,240 | 70,012,821 |
| of which related parties: | 34 | 41,907,698 | 40,891,268 |
| Other revenues and income | 24 | 5,241,363 | 4,913,804 |
| of which related parties: | 34 | 4,180,527 | 3,907,059 |
| Increases for internal work | 8,9 | 849,540 | 1,107,094 |
| TOTAL REVENUES | 83,418,143 | 76,033,719 | |
| Change in inventories | 15 | 2,842,704 | 2,459,030 |
| Costs for raw materials and accessories | 25 | (30,242,165) | (26,513,063) |
| of which related parties: | 34 | (1,535,615) | (1,454,193) |
| Service costs | 26 | (15,473,521) | (13,171,272) |
| of which related parties: | 34 | (82,961) | (15,255) |
| Miscellaneous management costs | 28 | (429,002) | (465,778) |
| Other operating income | 28 | 7,412 | 6,591 |
| Personnel costs | 27 | (25,195,061) | (23,115,537) |
| Impairment/reversal of trade and other receivables | 15 | 2,400 | - |
| Amortisation and impairment of intangible assets | 29 | (1,624,474) | (1,658,774) |
| Depreciation and impairment of tangible assets | 29 | (3,419,245) | (3,110,996) |
| Depreciation/amortisation total usage rights | 29 | (257,435) | (249,668) |
| EBIT | 9,629,756 | 10,214,252 | |
| Gains from financial assets | 30 | 5,064,891 | 2,399,538 |
| of which related parties: | 34 | 2,982,911 | 1,700,000 |
| Losses from financial liabilities | 30 | (715,119) | (899,486) |
| of which related parties: | 34 | (28,341) | (3) |
| Profit (loss) before tax | 13,979,528 | 11,714,304 | |
| Current taxes | 31 | (3,113,151) | (2,706,942) |
| Deferred taxes | 31 | 153,160 | 197,347 |
| TOTAL TAXES | (2,959,991) | (2,509,595) | |
| NET PROFIT (LOSS) FOR THE PERIOD FROM CONTINUOUS OPERATING ACTIVITIES |
11,019,537 | 9,204,709 | |
| Net profit (loss) from assets held for sale and disposed | 32 | (1,499,714) | - |
| NET PROFIT (LOSS) FOR THE PERIOD | 9,519,823 | 9,204,709 |
| progress. 31 December | ||||
|---|---|---|---|---|
| (Euro) | Notes | 2022 | 2021 | |
| NET PROFIT (LOSS) FOR THE PERIOD | 9,519,823 | 9,204,709 | ||
| Items that will not subsequently be reclassified in the statement of profit/(loss) for the period |
||||
| - revaluation of employee benefits: IAS 19 | 20 | 373,653 | 30,889 | |
| - overall tax effect | 20 | (100,704) | (7,413) | |
| - equity investments in other companies | 19 | (114,364) | 167,471 | |
| Items that will or could subsequently be reclassified in the statement of profit/(loss) for the period |
||||
| - fair value of cash flow hedging derivatives | 19 | 475,879 | 182,558 | |
| Total changes, net of tax effect | 634,464 | 373,505 | ||
| Comprehensive result for the period | 10,154,287 | 9,578,214 |
| (Euro) | Notes | 31 December 2022 |
31 December 2021 |
|---|---|---|---|
| NON-CURRENT ACTIVITIES | |||
| Intangible assets | 8 | 5,208,964 | 5,424,804 |
| Property, plant, machinery and tools | 9 | 26,354,459 | 25,644,713 |
| of which related parties: | 34 | 293,915 | 188,406 |
| Usage rights | 10 | 544,494 | 462,959 |
| Equity investments in subsidiaries | 11 | 24,298,508 | 24,298,960 |
| Equity investments valued at purchase cost | 12 | 136,552 | 136,553 |
| Equity investments in other companies | 13 | 2,002,523 | 2,118,276 |
| Receivables and other non-current assets | 14 | 171,160 | - |
| Deferred tax assets | 31 | 2,234,509 | 2,195,427 |
| Non-current financial investments for derivatives | 18 | 538,633 | 61 |
| Non-current financial investments | 18 | 28,452 | 67,373 |
| TOTAL NON-CURRENT ACTIVITIES | 61,518,254 | 60,349,126 | |
| CURRENT ACTIVITIES | |||
| Inventories | 15 | 10,585,903 | 7,743,199 |
| Trade receivables | 15 | 10,340,257 | 9,564,572 |
| Trade receivables from subsidiaries | 15 | 10,097,845 | 12,985,892 |
| Other receivables and assets | 16 | 2,161,357 | 2,332,247 |
| Current tax receivables | 17 | 527,475 | 193,140 |
| Cash and cash equivalents | 18 | 33,100,573 | 25,193,873 |
| Financial receivables from subsidiaries | 18 | 417,535 | 11,427,363 |
| TOTAL CURRENT ACTIVITIES | 67,230,945 | 69,440,286 | |
| ASSETS HELD FOR SALE AND DISPOSED | - | 18,117,000 | |
| TOTAL ASSETS | 128,749,199 | 147,906,412 |
| (Euro) | Notes | 31 December 2022 |
31 December 2021 |
|---|---|---|---|
| SHAREHOLDERS' EQUITY | |||
| Share capital | 19 | 14,400,000 | 14,400,000 |
| Reserves | 19 | 52,901,089 | 48,761,932 |
| Profit / (Loss) for the year | 19 | 9,519,823 | 9,204,709 |
| Total Group Shareholders' Equity | 19 | 76,820,912 | 72,366,641 |
| Shareholders' equity of minority interests | 19 | - | - |
| TOTAL SHAREHOLDERS' EQUITY | 76,820,912 | 72,366,641 | |
| NON-CURRENT LIABILITIES | |||
| Non-current financial payables | 18 | 6,898,878 | 16,176,182 |
| Non-current financial payables for IFRS 16 leases | 18 | 303,316 | 247,746 |
| Non-current financial liabilities for derivatives | 18 | - | 87,584 |
| Employee benefits | 20 | 1,513,895 | 1,947,301 |
| Non-current provisions | 21 | 8,500 | 482,350 |
| Deferred tax provisions | 31 | 146,080 | 10,565 |
| TOTAL NON-CURRENT LIABILITIES | 8,870,669 | 18,951,728 | |
| CURRENT LIABILITIES | |||
| Current financial payables | 18 | 9,302,546 | 11,589,373 |
| Current financial payables for IFRS 16 leases | 18 | 245,065 | 217,184 |
| Financial payables to subsidiaries | 18 | 7,241,557 | 18,734,554 |
| Trade payables | 15 | 17,296,887 | 15,891,396 |
| of which related parties: | 34 | 278,445 | 96,933 |
| Trade payables to subsidiaries | 15 | 352,748 | 565,609 |
| Current provisions | 21 | 1,101,662 | 1,073,979 |
| Current tax payables | 17 | 242,793 | 2,285,133 |
| Other payables and liabilities | 22 | 7,274,360 | 6,230,815 |
| TOTAL CURRENT LIABILITIES | 43,057,618 | 56,588,043 | |
| TOTAL LIABILITIES | 51,928,287 | 75,539,771 | |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 128,749,199 | 147,906,412 |
| (Euro /000) | Notes | 31 December 2022 |
31 December 2021 |
|---|---|---|---|
| (A) CASH AND CASH EQUIVALENTS AT THE START OF THE PERIOD |
25,194 | 32,792 | |
| B) CASH FLOW GENERATED BY (USED IN) OPERATIONS IN THE PERIOD |
|||
| Net profit (loss) for the period | 9,520 | 9,205 | |
| Depreciation, amortisation and impairment | 29 | 5,300 | 5,020 |
| Provisions (Releases) | 15,20,21 | 997 | 1,669 |
| Capital (gains) losses on the sale of non-current assets | 8,9, 32 | 1,500 | (7) |
| Net result from financial operations | 30 | (4,345) | (932) |
| Taxes | 31 | 3,113 | 2,707 |
| Change in provisions for risks and future liabilities | 21 | (693) | (218) |
| Change in other assets and liabilities | 14,16,22 | 480 | (150) |
| Change in deferred taxes | 31 | 144 | (76) |
| Change in trade receivables | 15 | 2,114 | (3,898) |
| Change in inventories | 15 | (4,026) | (3,564) |
| Change in trade payables | 15 | 1,176 | 5,010 |
| of which related parties: | 34 | 182 | (76) |
| TOTAL | 15,280 | 14,766 | |
| C) CASH FLOW GENERATED BY (USED IN) INVESTMENT ACTIVITIES |
|||
| Investments in: | |||
| - Property, plant & equipment and intangible assets | 8,9 | (5,560) | (6,535) |
| of which related parties: | 34 | (294) | (188) |
| - Equity investments and securities | 11,12,13 | 22,618 | - |
| - Financial receivables | 14 | (171) | 1 |
| Disposal of non-current assets | 8,9 | 29 | 196 |
| TOTAL | 16,916 | (6,338) | |
| D) FREE CASH FLOW (B+C) | 32,196 | 8,428 |
248
| (Euro /.000) | Note | 31 December 2022 |
31 December 2021 |
|---|---|---|---|
| E) CASH FLOW GENERATED BY (USED IN) FINANCING ACTIVITIES | |||
| New financial payables | 18 | - | 480 |
| Repayment of financial debts | 18 | (11,590) | (10,462) |
| Increase (decrease) in current financial payables | 18 | (4,824) | 1,704 |
| Outgoing cash flow due to IFRS 16 | 18 | (267) | (262) |
| Taxes paid | 31 | (4,692) | (386) |
| Interest (paid) | 30 | (229) | (337) |
| Interest received | 30 | 56 | 17 |
| Sale (purchase) of own shares | 19 | (238) | - |
| Dividends received | 30 | 2,957 | 1,700 |
| Dividends paid | 19 | (5,462) | (8,480) |
| TOTAL | (24,289) | (16,026) | |
| F) CASH FLOW FROM CONTINUING OPERATIONS (D+E) | 7,907 | (7,598) | |
| H) NET CHANGE IN CASH AT HAND (F+G) | 7,907 | (7,598) | |
| G) CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD (A+F) |
33,101 | 25,194 |
Statement of changes in shareholders' equity
| (Euro /000) | Notes | Share capital | Capital reserves | Other reserves |
|---|---|---|---|---|
| Balance at 1 January 2021 | 14,400 | 21,926 | 10,094 | |
| Destination of 2020 profit | ||||
| - Other reserves and provisions | 19 | - | - | - |
| - Dividends | 19 | - | - | - |
| Income/(Charges) acknowledged in Shareholders' Equity |
19 | - | - | - |
| Other changes | 19 | - | - | 1 |
| Profit 2021 | 19 | - | - | - |
| Balance at 31 December 2021 | 14,400 | 21,926 | 10,095 | |
| Destination of 2021 profit | ||||
| - Other reserves and provisions | 19 | - | - | - |
| - Dividends | 19 | - | - | - |
| Income/(Charges) acknowledged in Shareholders' Equity |
19 | - | - | - |
| Other changes | 19 | - | - | (239) |
| Profit 2022 | 19 | - | - | - |
| Balance at 31 December 2022 | 14,400 | 21,926 | 9,856 |
| Overall EC reserves | |
|---|---|
| -- | --------------------- |
| Total shareholders' equity |
Profit/(loss) for the year | Retained profit /(loss) | Other reserves |
Fair value measurement reserve |
|---|---|---|---|---|
| 71,268 | 6,280 | 19,239 | (601) | (70) |
| - | (6,280) | 6,280 | - | - |
| (8,480) | - | (8,480) | - | - |
| 373 | - | - | 23 | 350 |
| 1 | - | - | - | - |
| 9,205 | 9,205 | - | - | - |
| 72,367 | 9,205 | 17,039 | (578) | 280 |
| - | (9,205) | 9,205 | - | - |
| (5,462) | - | (5,462) | - | - |
| 635 | - | - | 273 | 362 |
| (239) | - | - | - | - |
| 9,520 | 9,520 | - | - | - |
| 76,821 | 9,520 | 20,782 | (305) | 642 |
Gefran S.p.A. is incorporated and located in Italy, at Via Sebina 74, Provaglio d'Iseo (BS).
Publication of the financial statements of Gefran S.p.A. for the year ended 31 December 2022 was authorised by resolution of the Board of Directors on 09 March 2023, and they were made available to the public on the company website www.gefran.com on 30 March 2023.
Please note that the information required pursuant to Article 123 bis of Italian Legislative Decree No. 58/1998 is contained in a separate document, the "Report on Corporate Governance and Ownership Structure", which refers for some information to the "Remuneration Report", prepared pursuant to article 123 ter of Italian Legislative Decree No. 58/1998. Both reports are published on the Company's internet site, in the governance/meetings section at the address (https://www.gefran. com/governance/shareholders-meetings/)
The Financial Statements for the year 2022 have been prepared in accordance with the IAS / IFRS international accounting standards adopted by the European Union.
The external audit of the financial statements was carried out by PricewaterhouseCoopers S.p.A.
These financial statements are presented in euros, which is also the functional currency used for the Group's consolidated financial statements. Unless otherwise indicated, all the amounts included in the notes are expressed in euros.
Gefran S.p.A. has used:
/ the cash flow statement prepared using the indirect method, which adjusts the net profit for the period to eliminate taxes and the effects of non-monetary transactions, any deferral or allocation from previous or future operating collections or payments, and revenues or costs associated with the cash flows deriving from investment or financing activities; with a view to greater transparency, the Company has chosen to present the cash flow statement in a format that better represents its own dynamics, starting with net profit for the period and then eliminating the taxes charged to the income statement, rather than starting with the pre-tax profit.
It should be noted that, with regard to Consob resolution 15519 of 27 July 2006, in the statement of financial position and the income statement, amounts for positions with related parties are shown separately from the items in question.
The financial statements were prepared in accordance with the International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB) and endorsed by the European Union.
With reference to Consob Communication DEM/11070007 of 5 August 2011, it is also noted that Gefran S.p.A. does not hold in its portfolio any bonds issued by central or local governments or government agencies and is therefore not exposed to risks generated by market fluctuations. The financial statements were prepared using the general historical cost criterion, adjusted as required for the measurement of some financial instruments.
With reference to Consob Communication No. 0003907 of 19 January 2015, note 11 "Equity investments in subsidiaries" includes the required information, and specifically the references to the external information and the sensitivity analysis.
With reference to Consob Communication 0007780 of 28 January 2016, we note that the impact of market conditions on the information disclosed in the financial statements was considered in the Directors' Report on Operations. We also note that the application of IFRS 13 "Fair value measurement" does not involve significant changes to items in the financial statements for Gefran.
This section summarises the most significant measurement criteria used by the Company.
According to IFRS 15, revenues are acknowledged up to an amount reflecting the payment the entity expects to be entitled to in exchange
for the transfer of assets; no distinctions are made between the sale of goods and of services.
The new principle, which replaced all the current requirements of the IFRS for acknowledgement of revenues, was adopted by the Company without any impact resulting from the change in this principle.
Revenues are acknowledged when the company fulfils an obligation (to sell goods or provide services), transferring goods or services, which are considered to have been transferred from the time at which the customer takes over control of the goods or services.
When the result of the contract cannot be reliably measured, the revenue is recognised only to the extent that the costs incurred are recoverable.
This is recorded as financial income for interest income accrued during the year, using the effective interest rate method, which is the rate that discounts expected future cash flows according to the expected life of the financial instrument, added to the net value of the financial assets reported in the financial statements.
Dividends are recognised when the shareholders' right to receive payment arises, i.e. on the date of the Shareholders' Meeting resolution.
Costs for the period are recorded on an accruals basis and recognised net of returns, discounts and allowances.
Financial charges are recorded in the income statement when they are incurred, in accordance with the reference accounting treatment set forth in IAS 23.
Income tax for the period is calculated using an estimate of taxable income. The amount owed to the tax authorities is recorded under tax payables. Taxes paid in excess of the amount due are posted to tax receivables.
Current income taxes relating to items posted directly to shareholders' equity are reported directly in shareholders' equity and not in the income statement.
Deferred tax assets and liabilities are determined in relation to timing differences between the values of assets and liabilities in the financial statements and those recognised for tax purposes. Deferred tax assets are recognised when it is probable that sufficient taxable income is available to allow these assets to be used. Deferred tax liabilities are recognised for all taxable timing differences.
Tangible assets are recognised at purchase cost, including ancillary costs. The cost of tangible assets is adjusted for depreciation on the basis of a systematic plan, taking into account the remaining possibility of economic use of the assets and also considering their physical wear and tear. Tangible assets are depreciated on a monthly basis from the time of entry into operation until they are sold or derecognised in the financial statements.
If significant parts of tangible assets in use have different useful lives, the components identified are recognised and depreciated separately.
At the time of sale or when no future economic benefits are expected from the use of an asset, it is derecognised in the financial statements, and any gain or loss (calculated as the difference between the selling price and the net carrying value) is recognised in the income statement in the year of derecognition.
Costs for maintenance and ordinary repairs are charged to the income statement in the year in which they are incurred.
Extraordinary maintenance costs that entail significant and tangible improvements to plant production capacity or safety or their economically useful lives are capitalised.
In 2018, the competent bodies of the European Union completed the approval process necessary for the adoption of IFRS 16 "Leasing". This new standard replaces the previous IAS 17.
The main change concerns the recognition in the accounts by the lessees which, on the basis of IAS 17, were obliged to make a distinction between a finance lease (recognised in accordance with the discounted cash flow method) and an operating lease (recognised on a straight-line basis). With IFRS 16, the accounting treatment of operating leases is placed on the same footing as finance leases. This standard is applicable from 1 January 2019, and early application was possible, together with the adoption of IFRS 15 "Revenues from contracts with customers". The Group decided to apply the new standard starting on 1 January 2019, on the basis of what is known as the modified retrospective approach, in which the value of the assets is equal to the value of the financial liabilities; moreover, as permitted by the IASB, practical expedients have been used such as exclusion of contracts with a residual duration of less than 12 months or contracts for which the fair value of the asset is calculated to fall under the conventional threshold of 5 thousand American Dollars (modest unitary value).
The assets analysed here are entered in the financial statements:
In assessment of the fair value and useful lifespan of the assets which are the subject of the contracts subject to application of IFRS 16, the following factors are taken into consideration:
Research costs are charged to the income statement at the time that they are incurred. Development costs incurred for a specific project are capitalised when all the following conditions are met:
Capitalised development costs are amortised on a systematic basis from the start of production and throughout the estimated life of the product. All other development costs are recognised in the income statement when they are incurred.
Business combinations are accounted for using the acquisition method, on the basis of which the identifiable assets, liabilities and potential liabilities of the company purchased which meet the conditions for entry under IFRS 3 are measured at their current value as of the purchase date. Deferred taxes are then allocated on the adjustments made to the previous carrying values to align them with the present value.
Because of its complexity, application of the acquisition method includes an initial provisional calculation of the value of the assets, liabilities and contingent liabilities acquired, to allow for a first recognition of the transaction in the financial statements for the financial year in which the business combination was carried out. This initial recognition is completed and adjusted within twelve months of the acquisition date.
Changes to the initial consideration due to events or circumstances occurring after the acquisition date are recognised in the statement of profit (loss) for the year.
258
Goodwill is recognised as the difference between:
The costs connected to the combination are not included in the consideration transferred and are therefore recognised in the statement of profit (loss) for the year. If, when the process of determining the present value of the assets, liabilities and contingent liabilities has been completed, this amount exceeds the acquisition cost, the excess is immediately credited to the income statement.
Goodwill is periodically reviewed to check the prerequisites for recoverability, through a comparison with the fair value or with future cash flows from the underlying investment. For the purposes of the comparative analysis, goodwill acquired in a business combination is allocated, at the acquisition date, to the Group's individual cash-generating units, or to the groups of cash-generating units expected to benefit from the synergies of combination, regardless of whether other assets or liabilities of the Group are assigned to those units or groups of units. Each unit or group of units to which goodwill is allocated:
When goodwill is part of a cash-generating unit (group of cash-generating units) and a part of the assets within the unit is sold, the goodwill associated with the asset disposed of is included in the carrying value of the asset to determine the gain or loss on the disposal. Goodwill transferred under these circumstances is measured according to the relative values of the asset disposed of and the retained portion of the unit. When the disposal relates to a subsidiary, the difference between the sale price and the net assets, together with cumulative translation differences and residual goodwill, is posted to the income statement.
Other intangible assets acquired or produced internally are recognised as assets in accordance with the provisions of IAS 38, "Intangible assets", when it is probable that the asset will generate future economic benefits and when the cost of the asset can be reliably determined.
The useful life of an intangible asset may be qualified as definite or indefinite. Intangible assets with definite useful lives are amortised on a straight-line basis for the duration of the expected future sales deriving from the related project (usually 5 years). The useful life is reviewed annually and any changes are applied prospectively.
Non-current assets classified as held for sale are measured in accordance with IFRS 5 at the lower of their carrying value and their fair value minus selling costs. The economic effect of these assets also includes taxation.
Investments in subsidiaries, affiliates and joint ventures are accounted for using the cost method.
Gefran S.p.A. Separate Financial Statements
IAS 36 requires assessment of the existence of impairments (referred to as Impairment testing) of tangible and intangible fixed assets and equity investments in the presence of indicators suggesting that this problem may exist. In the case of goodwill, this test is carried out at least once a year, while intangible assets are tested whenever there are indications of impairment. The recoverability of the asset is assessed by comparing the carrying value recognised in the financial statements with the greater between the net selling price, if an active market exists, and the value in use of the asset.
Value in use is defined on the basis of discounting of cash flows expected to result from use of the asset, or from a combination of assets (referred to as a Cash Generating Unit), as well as the value expected to be recovered from disposal at the end of its useful life. The cash-generating units have been identified in line with the organisational structure and the Group's business, as homogeneous combinations that generate independent cash flows through the continued use of the assets allocated to them.
Inventories are valued at acquisition or production cost and the market value, whichever is the lower. Ancillary costs are included in the acquisition cost.
The following cost configuration is used:
Production cost includes the cost of raw materials, materials, labour and all other direct production expenses, including depreciation and amortisation. Production cost does not include distribution costs. Obsolete or slow-moving inventories are written down according to the possibility of using or realising them.
Receivables are recognised in the financial statements at their presumed realisable value, which comprises the nominal value, adjusted if necessary by specific impairment provisions. Trade receivables have due dates that fall within normal contractual periods (30 to 120 days) and are therefore not discounted.
Regarding the introduction of IFRS 9, and particularly the new method for impairment of financial investments, starting on 1 January 2018 the Group revised its method for determination of the reserve to be used for coverage of losses on receivables, taking into account the losses expected throughout the life of the receivable, as required by the new standard, with no significant impact on the result for the period or on equity resulting from application of IFRS 9.
Receivables factored without recourse are removed from the financial statements when all the risks associated with the sale of the receivable are borne by the factoring company.
Payables are recognised at nominal value. Trade payables have due dates that fall within normal contractual periods (60 to 120 days) and are therefore not discounted.
Derivatives are classified as "Hedging transactions" if the conditions exist for the application of hedge accounting; otherwise, even if undertaken with the intention of managing risk exposure, they are recorded as "Financial assets held for trading". Financial derivatives may be recognised using the methods established for hedge accounting only when the relationship between the derivative and the hedged item is formally documented and the hedge effectiveness is high (effectiveness test). The effectiveness of hedge transactions is documented both at the start of the transaction and periodically (at least at each reporting date of the financial statements or interim statements) and measured by comparing changes in the fair value of the hedging instrument with those of the hedged item.
When hedging transactions hedge the risk of changes in the fair value of hedged instruments (fair value hedges), the derivatives are recognised at fair value and the effects are charged to the income statement. Gefran does not hold derivatives of this kind.
When derivatives hedge the risk of changes in the cash flows of the hedged instruments (cash flow hedges), changes in the fair value of the derivatives are initially recorded under other items of comprehensive income and are then reclassified from shareholders' equity to profit (loss) for the period as a reclassification adjustment, in line with the economic effects of the hedged transaction. The change in fair value relating to the ineffective portion is recognised immediately in the income statement for the period. If the derivative is sold or no longer qualifies as an effective hedge against the risk for which it was initiated, or the occurrence of the underlying transaction is no longer regarded as highly probable, the portion of the cash flow hedge reserve relating thereto is immediately reversed to the income statement.
It is believed that all existing hedges currently designated as effective hedges continue to qualify for hedge accounting under IFRS 9. As IFRS 9 does not alter the general principle on the basis of which an entity registers effective hedging, the Company has not felt any significant impact of application of this principle.
The Gefran S.p.A uses financial derivatives such as Interest Rate Swaps (IRS) and Interest Rate Caps (CAP). Changes in the fair value of derivatives that do not qualify for hedge accounting are recognised in the income statement. Regardless of classification, all derivatives are measured at fair value using valuation techniques based on market data (such as, inter alia, discounted cash flow, the forward exchange rate method and the Black-Scholes formula and its developments).
Cash and cash equivalents include cash on hand and demand and short-term bank deposits, which are highly liquid and subject to an insignificant risk of changes in value. They are recognised at nominal value.
Payables and financial liabilities are initially recorded at fair value, which essentially coincides with the amount to be paid, net of transaction costs. Purchases and sales of financial liabilities are recognised on the trading date, i.e. the date on which the Company committed to purchase/sell the liabilities.
Management determines the classification of financial liabilities in the categories identified at the time of their initial recognition. After initial recognition, financial liabilities are valued in relation to their classification within one of these categories. In detail, it is highlighted that:
/ the valuation of "Financial liabilities at fair value through profit or loss" is carried out using the market value at the close of the reporting period; in the case of unlisted instruments (e.g. financial derivatives) it is carried out using financial valuation techniques based on market data. Gains or losses arising from fair value measurement relating to assets and liabilities held for trading are recognised in the income statement;
/ the valuation of "Financial liabilities valued at amortised cost", carried out at amortised cost, in the case of instruments maturing within 12 months uses the nominal value as an approximation of amortised cost.
Payables denominated in foreign currencies are adjusted to year-end exchange rates and gains or losses resulting from the adjustment are recognised in the income statement.
It is believed that all existing hedges currently designated as effective hedges continue to qualify for hedge accounting under IFRS 9.
Own shares are reported as a reduction in respect of shareholders' equity in a specific reserve. The original cost of the own shares and the income generated by any subsequent sales are recognised as changes in shareholders' equity.
Allocations to provisions for risks and future liabilities take place when the Company has a current obligation (legal or implicit) arising from a past event, it is probable that a financial outlay will take place to meet the obligation and a reliable estimate can be made of the obligation.
Allocations to provisions for risks and future liabilities exceeding one year are discounted only if the effect of discounting is material, at a pre-tax discount rate that reflects current market assessments of the value of money in relation to time and, if appropriate, the specific risks associated with the liability. When discounting back takes place, the increase in the provision due to the passage of time is recognised as a financial charge.
The post-employment benefit reserve, which is mandatory for Italian companies pursuant to Italian Law 297/1982, is considered a defined benefit plan and is based, inter alia, on the working lives of employees and the remuneration earned by the employee over a predetermined period of service. The post-employ-
ment benefit reserve is calculated by independent actuaries using the "Traditional Unit Credit" method. The Company has opted to recognise all cumulative actuarial gains and losses both on first-time adoption of IFRS and subsequently.
This item is also used to recognise non-competition agreements, signed with some employees to protect the company from any competitive activities; the value of the obligation is the subject of actuarial valuation and, when first recognised, the portion of the provision determined by actuarial methods is posted to the statement of profit/(loss) for the year.
Foreign currency transactions are implemented by each entity at the conversion rate prevailing at the accounting date. Subsequently, at the time of payment or collection, the exchange rate difference arising from the time difference between the two moments is recorded and posted to the income statement.
From an equity point of view, at the close of the reporting period, receivables and liabilities arising from transactions in currencies other than the functional currency are reassessed in the company's currency, taking as benchmark the exchange rate prevailing at the reporting date. Also in this case, the exchange rate difference is posted to the income statement.
Non-monetary items denominated in foreign currencies are translated into the functional currency at the exchange rate prevailing at the transaction date, i.e. at the historical exchange rate.
Please see note 7 in the specific explanatory notes to the accounts of the consolidated financial statements for this analysis.
In drafting the financial statements and the explanatory notes to the accounts, in accordance with the IAS/IFRS principles, the Company makes use of estimates and assumptions to assess certain items. These are based on historical experience and uncertain but realistic assumptions that are assessed regularly and, if necessary, updated, with effect on the income statement for the period and prospectively. The uncertainty inherent in these assessments may lead to misalignment between the estimates made and recognition in the financial statements of the actual effects of the forecasted events.
The following processes require management to make accounting estimates, and for which a change in the underlying conditions could have a significant impact on the consolidated financial data:
Inventories are stated at their purchase cost (measured using the weighted average cost method) or, if lower, their net realisable value. The inventory allowance is needed to align the value of inventories with their estimated realisable value: inventories are analysed to identify slow-moving items, in order to recognise a provision that reflects their potential obsolescence.
The provision for doubtful receivables reflects management's estimates regarding the recoverability of receivables from customers. Management's assessment is based on past experience and an analysis of situations faced with known or probable collection risks.
Regarding the introduction of IFRS 9, and particularly the new method for impairment of financial investments, the Company adopts the method for determination of the reserve to be used for coverage of losses on receivables, taking into account the losses expected throughout the life of the receivable, as required by the new standard.
These are measured periodically using impairment tests, with the aim
The provisions for post-employment benefits and NCAs are recorded in the financial statements and remeasured annually by external actuaries who inter alia make assumptions about the discount rate, inflation and certain demographics; for details, see the specific note to the financial statements.
The recoverability of deferred tax assets is measured periodically, based on the results achieved and the business plans prepared by management.
Provisions are made for risks that will probably have an adverse outcome. The provisions recorded in the financial statements reflect management's best estimate of the risk at that time. This estimate entails the adoption of assumptions that depend on factors that may change over time and that could, therefore, have a significant effect on the current estimates made by management in preparing the Company's financial statements.
These may be divided into current funds, when the financial outlay is planned to take place by the end of the year, and non-current provisions, if the financial outlay is planned beyond 12 months.
The Company's activities are exposed to different types of risk: market risk (including exchange rate risks, interest rate risks and price risks), credit risk and liquidity risk. The Company's risk management strategy focuses on the markets' unpredictability and is intended to minimise the potential negative effects on Gefran S.p.A.'s results. Certain types of risk are mitigated through the use of derivatives. Coordination and monitoring of the main financial risks are centralised in the Group's Finance and Administration Department, as well as the Purchasing function as regards price risk, in close partnership with the Company's operating units. Risk management policies are approved by the Administration, Finance and Control Director, which provides written guidelines for the management of the risks listed above and the use of derivative and non-derivative financial instruments. In the context of the sensitivity analyses described below, the effect on net profit and shareholders' equity is determined gross of the tax effect.
Gefran S.p.A. is exposed to the risk of changes in the Euro/USD exchange rate for business transactions and cash held in a currency other than the functional currency of the Company (euro). The value of revenues denominated in a currency other than the functional currency in 2022 is about 6% (in line with the figure of 2021).
As of 31 December 2022 the company had 1,112 thousand dollars US in receivables and 238 thousand dollars US in payables (as of 31 December 2021, it had 4,217 thousand dollars in receivables and 1,245 thousand dollars in payables).
Sensitivity to a hypothetical, unfavourable and immediate change of 5% and 10% in exchange rates, with other variables remaining unchanged, would have the following impact on the fair value of financial assets and liabilities held in USD:
| (Euro /000) | 31 December 2022 | 31 December 2021 | ||
|---|---|---|---|---|
| -5% | +5% | -5% | +5% | |
| U.S. dollar | 43 | (39) | 138 | 125 |
| Total | 43 | (39) | 138 | 125 |
| (Euro /000) | 31 December 2022 | 31 December 2021 | ||
| -10% | +10% | -10% | +10% | |
| U.S. dollar | 91 | (74) | 291 | (238) |
| Total | 91 | (74) | 291 | (238) |
The interest rate risk to which the Company is exposed mainly originates from medium to long-term financial payables with a variable rate (totalling 14,563 thousand Euro). Variable rate loans expose the Company to a risk associated with interest rate volatility (cash flow risk). The Company uses derivatives to hedge its exposure to interest rate risk, stipulating Interest Rate Swap (IRS) and Interest Rate CAP contracts.
The Company's Administration and Finance Department monitors exposure to interest rate risk and proposes appropriate hedging strategies to contain exposure within the limits defined and agreed in the internal policies, using derivatives when necessary.
The table below shows a sensitivity analysis of the impact that an interest rate increase/decrease of 100 basis points would have on net operating profit (loss), comparing interest rates at 31 December 2022 and 31 December 2021, while keeping other variables unchanged.
| (Euro /000) | 31 December 2022 | 31 December 2021 | ||
|---|---|---|---|---|
| -100 | 100 | -100 | 100 | |
| Euro | 331 | (331) | 233 | (243) |
| Total | 331 | (331) | 233 | (243) |
The potential impacts shown above are calculated with reference to the net liabilities that account for the most significant portion of Gefran S.p.A.'s debt on the reporting date, and measuring, on this amount, the effect on net financial charges resulting from the change in interest rates on an annual basis.
The net liabilities considered in this analysis include floating-rate financial receivables and payables, cash and cash equivalents and financial derivatives, the value of which is affected by interest rate fluctuations.
The table below shows the carrying value at 31 December 2022, broken down by maturity, of the Company's financial instruments exposed to interest rate risk:
| (Euro /000) | <1 year | 1 - 5 years | >5 years old | Total |
|---|---|---|---|---|
| Loans due | 9,277 | 6,898 | - | 16,175 |
| Financial payables due to leasing under IFRS 16 | 246 | 303 | - | 549 |
| Other accounts payable | 25 | - | - | 25 |
| Cash pooling current account overdrafts | 7,242 | - | - | 7,242 |
| Total liabilities | 16,790 | 7,201 | - | 23,991 |
| Cash in current accounts | 33,094 | - | - | 33,094 |
| Cash in cash pooling current accounts | 418 | - | - | 418 |
| Total assets | 33,512 | - | - | 33,512 |
| Total variable rate | 16,722 | (7,201) | - | 9,521 |
The table below shows the carrying value at 31 December 2021, broken down by maturity, of the Company's financial instruments exposed to interest rate risk:
| (Euro /000) | <1 year | 1 - 5 years | >5 years old | Total |
|---|---|---|---|---|
| Loans due | 11,589 | 16,176 | - | 27,765 |
| Financial payables due to leasing under IFRS 16 | 217 | 248 | - | 465 |
| Cash pooling current account overdrafts | 18,734 | - | - | 18,734 |
| Total liabilities | 30,540 | 16,424 | - | 46,964 |
| Cash in current accounts | 25,182 | - | - | 25,182 |
| Cash in cash pooling current accounts | 11,427 | - | - | 11,427 |
| Total assets | 36,609 | - | - | 36,609 |
| Total variable rate | 6,069 | (16,424) | - | (10,355) |
By contrast with the analysis of the net financial position, the amounts shown in the table above exclude the fair value of derivatives (positive by 539 thousand Euro), cash on hand (positive by 7 thousand Euro) and deferred financial income (positive by 28 thousand Euro).
LIQUIDITY RISK
Prudent management of the liquidity risk arising from the Company's normal operations requires an appropriate level of cash on hand and short-term securities to be maintained, as well as the availability of funds obtainable through an appropriate amount of committed credit lines.
The Administration and Finance Department monitors forecasts on the use of the Company's liquidity reserves based on expected cash flows. The table below shows the amount of cash reserves on the reference dates:
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| Cash and cash equivalents | 7 | 12 | (5) |
| Cash in bank deposits | 33,094 | 25,182 | 7,912 |
| Term deposits – less than 3 months | - | - | |
| Total liquidity | 33,101 | 25,194 | 7,907 |
| Multiple mixed credit lines | 22,450 | 22,450 | - |
| Cash flexibility credit lines | 3,810 | 3,810 | - |
| Invoice factoring credit lines | 7,600 | 7,600 | - |
| Total credit lines available | 33,860 | 33,860 | - |
| Total available liquidity | 66,961 | 59,054 | 7,907 |
To complete disclosure on financial risks, the table below shows a reconciliation of financial asset and liability classes, as identified in the Company's statement of financial position, and the types of financial assets and liabilities identified on the basis of IFRS 7 requirements:
| (Euro /000) | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Available-for-sale assets valued at fair value: | ||||
| Shareholdings valued at fair value with a balancing item in other overall |
394 | - | 1,609 | 2,003 |
| Foreign exchange forward transactions | - | - | - | - |
| Hedging transactions | - | 539 | - | 539 |
| Total assets | 394 | 539 | 1,609 | 2,542 |
| Hedging transactions | - | - | - | - |
| Foreign exchange forward transactions | - | - | - | - |
| Total liabilities | - | - | - | - |
Level 1: Fair values represented by the prices - listed in active markets (unadjusted) - of financial instruments identical to those being valued that may be accessed at the measurement date. These prices are defined as mark-to-market inputs as they provide a fair value measurement based directly on official market prices, therefore without the need for any modification or adjustment.
Level 2: Fair values determined using measurement techniques based on variables that may be observed in active markets, which in this case include the measurement of interest-rate and exchange-rate hedges. As with the Level 1 inputs, the reference value is mark-to-market, i.e. the evaluation method whereby the value of a financial instrument or contract is systematically adjusted according to the current market prices.
Level 3: Fair values determined using measurement techniques based on market variables that may not be observable, particular in the case of investments in other companies not listed on international markets. This item mainly relates to the shareholdings held by the Company in Colombera S.p.A.
Below is a reconciliation of financial asset and liability classes, as identified in the Gefran S.p.A. statement of financial position, and the types of financial assets and liabilities identified on the basis of IFRS 7 requirements, for the year 2021:
| (Euro /000) | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Available-for-sale assets valued at fair value: | ||||
| Shareholdings valued at fair value with a balancing item in other overall |
509 | - | 1,609 | 2,118 |
| Foreign exchange forward transactions | - | - | - | - |
| Hedging transactions | - | - | - | - |
| Total assets | 509 | - | 1,609 | 2,118 |
| Hedging transactions | - | (88) | - | (88) |
| Foreign exchange forward transactions | - | - | - | - |
| Total liabilities | - | (88) | - | (88) |
The Company deals mainly with known and reliable customers. Gefran S.p.A.'s credit policy is to subject customers who require extended payment terms and new customers to credit checks. In addition, receivables are monitored over the year to reduce late payments and prevent significant losses.
Gefran S.p.A. adopted a policy of monitoring outstanding receivables, a measure made necessary given the possible deterioration of certain receivables, the decline in credit rating reliability and the lack of liquidity on the market. The impairment process conducted on the basis of the Group's procedures requires receivables to be written down by a percentage which depends on the time range of the outstanding receivable, in view of past experience in specific lines of business and geographical regions, as required by IFRS 9.
The current Russia-Ukraine conflict could lead to an indirect insolvency risk for the Company, as its customers could in turn have customers located in the conflict areas, preventing them from fulfilling their commitments. Gefran promptly intervened, implementing procedures to minimise these impacts, which are currently considered insignificant.
Gross trade receivables are analysed below at 31 December 2022 and 31 December 2021:
| (Euro /000) | Total value |
Not overdue |
Overdue by up to 2 months |
Overdue by 2 to 6 months |
Overdue by 6 to 12 months |
Overdue by more than 12 months |
Receivables individually written down |
|---|---|---|---|---|---|---|---|
| Gross trade receivables at 31 December 2022 |
11,148 | 10,231 | 100 | 6 | 6 | 0 | 805 |
| Gross trade receivables at 31 December 2021 |
10,438 | 9,556 | 9 | 1 | 0 | 0 | 872 |
Gefran S.p.A. has established formal procedures for customer credit and credit collection through the credit department and in partnership with leading external law firms. All the procedures put in place are intended to reduce credit risk. The exposure to other forms of credit, such as financial receivables, is monitored constantly and reviewed monthly, or at least quarterly, in order to identify any losses or collection risks.
The Company has not assigned portions of its trade receivables to factoring companies, transferring the insolvency risk.
Since Gefran S.p.A.'s production mainly involves mechanical, electronic and assembly processes, impact of energy price fluctuations is very limited.
The Company is exposed to changes in basic commodity prices (e.g. metals) to a small extent, given the product cost component related to these materials is very limited. However, at the moment the market is still unstable and this leads to a significant price oscillation that affects the overall cost of the product, albeit in a moderate manner.
The continuation of the Russia-Ukraine conflict could lead to a further generalised increase in commodities prices, the effects of which on the Company's economic results are currently not estimated to be significant, though this is difficult to predict.
On the other hand, Gefran S.p.A. purchases electronic and electromechanical components for production of finished products. These materials are exposed to significant price fluctuations that could adversely affect the Company's results.
All Gefran S.p.A.'s financial instruments are recorded in the financial statements at fair value. The amount of financial liabilities valued at amortised cost is considered close to the fair value on the reporting date. The table below summarises Gefran's net financial position, comparing fair value and carrying value:
| (Euro /000) | carrying value | fair value | ||
|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |
| Financial assets | ||||
| Cash and cash equivalents | 7 | 12 | 7 | 12 |
| Cash in bank deposits | 33,512 | 36,609 | 33,512 | 36,609 |
| Financial investments for derivatives | 539 | - | 539 | - |
| Non-current financial investments | 28 | 67 | 28 | 67 |
| Total financial assets | 34,086 | 36,688 | 34,086 | 36,688 |
| Financial liabilities | ||||
| Current portion of long-term debt | (9,277) | (11,589) | (9,277) | (11,589) |
| Financial liabilities for derivatives | - | (88) | - | (88) |
| Payables due to leasing contracts under IFRS 16 | (549) | (465) | (549) | (465) |
| Other financial payables | (7,267) | (18,734) | (7,267) | (18,734) |
| Non-current financial debt | (6,898) | (16,176) | (6,898) | (16,176) |
| Total financial liabilities | (23,991) | (47,052) | (23,991) | (47,052) |
| Total net financial position | 10,095 | (10,364) | 10,095 | (10,364) |
The item "Intangible assets" includes only assets with a definite lifespan, and decreased from 5,425 thousand Euro on 31 December 2021 to 5,209 thousand Euro on 31 December 2022. Taxation is analysed below:
| Historical cost | 31 December 2021 | Increases | Decreases | Reclassifications | 31 December 2022 |
|---|---|---|---|---|---|
| (Euro /000) | |||||
| Development costs |
12,858 | 333 | - | 1,130 | 14,321 |
| Intellectual property rights |
6,173 | 285 | (33) | 128 | 6,553 |
| Assets in progress and payments on account |
1,692 | 644 | (1) | (1,290) | 1,045 |
| Other assets | 7,237 | 151 | - | 28 | 7,416 |
| Total | 27,960 | 1,413 | (34) | (4) | 29,335 |
| Accumulated depreciation |
31 December 2021 | Increases | Decreases | Reclassifications | 31 December 2022 |
|---|---|---|---|---|---|
| (Euro /000) | |||||
| Development costs |
10,514 | 817 | - | - | 11,331 |
| Intellectual property rights |
5,361 | 574 | (33) | - | 5,902 |
| Other assets | 6,660 | 233 | - | - | 6,893 |
| Total | 22,535 | 1,624 | (33) | - | 24,126 |
| Net value | 31 December 2021 | 31 December 2022 | Change |
|---|---|---|---|
| (Euro /000) | |||
| Development costs | 2,344 | 2,990 | 646 |
| Intellectual property rights | 812 | 651 | (161) |
| Assets in progress and payments on account | 1,692 | 1,045 | (647) |
| Other assets | 577 | 523 | (54) |
| Total | 5,425 | 5,209 | (216) |
The changes over the year 2021 are as follows:
| Historical cost | 31 December 2020 | Increases | Decreases | Reclassifications | 31 December 2021 |
|---|---|---|---|---|---|
| (Euro /000) | |||||
| Development costs |
12,177 | 179 | - | 502 | 12,858 |
| Intellectual property rights | 5,910 | 248 | - | 15 | 6,173 |
| Assets in progress and payments on account |
1,172 | 1,078 | - | (558) | 1,692 |
| Other assets | 8,929 | 126 | (1,838) | 20 | 7,237 |
| Total | 28,188 | 1,631 | (1,838) | (21) | 27,960 |
| Accumulated depreciation |
31 December 2020 | Increases | Decreases | Reclassifications 31 December 2021 |
|---|---|---|---|---|
| (Euro /000) | ||||
| Development costs |
9,620 | 894 | - | - 10,514 |
| Intellectual property rights | 4,840 | 521 | - | - 5,361 |
| Other assets | 8,254 | 244 | (1,838) | - 6,660 |
| Total | 22,714 | 1,659 | (1,838) | - 22,535 |
| Net value | 31 December 2020 | 31 December 2021 | Change |
|---|---|---|---|
| (Euro /000) | |||
| Development costs | 2,557 | 2,344 | (213) |
| Intellectual property rights | 1,070 | 812 | (258) |
| Assets in progress and payments on account |
1,172 | 1,692 | 520 |
| Other assets | 675 | 577 | (98) |
| Total | 5,474 | 5,425 | (49) |
The net carrying amount of development costs includes the capitalisation of costs incurred for the following activities:
These assets are considered to have a useful life of 5 years.
Intellectual property rights consist exclusively of costs incurred to purchase the Company's IT system management programs and the use of licences for third-party software, as well as patents.
Assets in progress and payments on account include payments on account made to suppliers to purchase software programs and licences expected to be delivered during the next year, and purchase of patents for technologies currently being developed. This item also includes 758 thousand Euro in development costs, 473 thousand Euro of which pertain to the automation components business line and 283 thousand Euro to the sensors business line, the benefits of which will be reflected in the income statement starting in the next years, which have not therefore been amortised.
Other assets include, almost entirely, costs incurred to implement ERP SAP/R3, Business Intelligence (BW), Customer Relationship Management (CRM) and management software in previous years and in the current year. These assets have a useful life of 5 years.
The increases in the historical value of "Intangible assets", amounting to 1,413 thousand Euro in 2022, include 835 thousand Euro linked to capitalisation of internal costs (1,095 thousand Euro in 2021).
"Property, plant, machinery and equipment" came to EUR 26,354 thousand, compared with EUR 25,645 thousand at 31 December 2021. The change is shown in the table below:
| Historical cost | 31 December 2021 |
Increases | Decreases | Reclassifications | 31 December 2022 |
31 December 2022 |
|---|---|---|---|---|---|---|
| (Euro /000) | ||||||
| Land | 3,002 | - | - | - | 3,002 | 3.002 |
| Industrial buildings | 25,965 | 309 | (108) | 3 | 26,169 | 26.169 |
| Plant and machinery | 31,152 | 1,721 | (820) | 919 | 32,972 | 32.972 |
| Industrial and commercial equipment |
15,285 | 463 | (173) | 196 | 15,771 | 15.771 |
| Other assets | 3,114 | 222 | (25) | 61 | 3,372 | 3.372 |
| Assets in progress and payments on account |
1,495 | 1,432 | (3) | (1,175) | 1,749 | 1.749 |
| Total | 80,013 | 4,147 | (1,129) | 4 | 83,035 | 83.035 |
| Accumulated depreciation |
31 December 2021 |
Increases | Decreases | Reclassifications | 31 December 2022 |
|---|---|---|---|---|---|
| (Euro /000) | |||||
| Industrial buildings |
14,359 | 707 | (105) | - | 14,961 |
| Plant and machinery | 23,108 | 1,955 | (806) | - | 24,257 |
| Industrial and commercial equipment |
14,279 | 525 | (172) | - | 14,632 |
| Other assets | 2,622 | 232 | (23) | - | 2,831 |
| Total | 54,368 | 3,419 | (1,106) | - | 56,681 |
| Net value | 31 December 2021 | 31 December 2022 | Change |
|---|---|---|---|
| (Euro /000) | |||
| Land | 3,002 | 3,002 | - |
| Industrial buildings | 11,606 | 11,208 | (398) |
| Plant and machinery | 8,044 | 8,715 | 671 |
| Industrial and commercial equipment | 1,006 | 1,139 | 133 |
| Other assets | 492 | 541 | 49 |
| Assets in progress and payments on account | 1,495 | 1,749 | 254 |
| Total | 25,645 | 26,354 | 709 |
The changes relating to 2021 are as follows:
| Historical cost | 31 December 2020 |
Increases | Decreases | Reclassifications | 31 December 2021 |
|---|---|---|---|---|---|
| (Euro /000) | |||||
| Land | 3,002 | - | - | - | 3,002 |
| Industrial buildings | 25,044 | 886 | - | 35 | 25,965 |
| Plant and machinery | 28,653 | 2,185 | (271) | 585 | 31,152 |
| Industrial and commercial equipment |
14,952 | 414 | (101) | 20 | 15,285 |
| Other assets | 3,097 | 142 | (142) | 17 | 3,114 |
| Assets in progress and payments on account |
846 | 1,298 | (13) | (636) | 1,495 |
| Total | 75,594 | 4,925 | (527) | 21 | 80,013 |
| Accumulated depreciation |
31 December 2020 |
Increases | Decreases | Reclassifications | 31 December 2021 |
|---|---|---|---|---|---|
| (Euro /000) | |||||
| Industrial buildings |
13,678 | 681 | - | - | 14,359 |
| Plant and machinery | 21,462 | 1,741 | (95) | - | 23,108 |
| Industrial and commercial equipment |
13,899 | 481 | (101) | - | 14,279 |
| Other assets | 2,555 | 208 | (141) | - | 2,622 |
| Total | 51,594 | 3,111 | (337) | - | 54,368 |
Net value 31 December 2020 31 December 2021 Change
| (Euro /000) | |||
|---|---|---|---|
| Land | 3,002 | 3,002 | - |
| Industrial buildings | 11,366 | 11,606 | 240 |
| Plant and machinery | 7,191 | 8,044 | 853 |
| Industrial and commercial equipment | 1,053 | 1,006 | (47) |
| Other assets | 542 | 492 | (50) |
| Assets in progress and payments on account | 846 | 1,495 | 649 |
| Total | 24,000 | 25,645 | 1,645 |
The biggest changes during the current period related to:
The increases in the historical value of "Buildings, plant and machinery and equipment", which amounted to 4,147 thousand Euro in 2022, include 15 thousand Euro linked to capitalisation of internal costs (12 thousand Euro in 2021).
This item reflects entry of the value of assets covered by lease contracts, according to accounting standard IFRS16. The value of "Usage rights" as of 31 December 2022 amounts to 544 thousand Euro, and shows the following changes:
| Historical cost | 31 December 2021 |
Increases | Decreases | Reclassifications | 31 December 2022 |
|---|---|---|---|---|---|
| (Euro /000) | |||||
| Vehicles | 1,057 | 337 | (45) | 1,349 | |
| Machinery and equipment |
45 | 12 | - | 57 | |
| Total | 1,102 | 349 | (45) | - | 1,406 |
| Accumulated depreciation |
31 December 2021 |
Increases | Decreases | Reclassifications | 31 December 2022 |
|---|---|---|---|---|---|
| (Euro /000) | |||||
| Vehicles | 620 | 245 | (34) | - | 831 |
| Machinery and equipment |
19 | 12 | - | 31 | |
| Total | 639 | 257 | (34) | - | 862 |
| Net value | 31 December 2021 | 31 December 2022 | Change |
|---|---|---|---|
| (Euro /000) | |||
| Vehicles | 437 | 518 | 81 |
| Machinery and equipment | 26 | 26 | - |
| Total | 463 | 544 | 81 |
The changes compared to 2021 are shown in the table below:
| Historical cost | 31 December 2020 | Increases | Decreases | Reclassifications | 31 December 2021 |
|---|---|---|---|---|---|
| (Euro /000) | |||||
| Vehicles | 791 | 309 | (43) | - | 1,057 |
| Machinery and | 37 | 8 | - | - | 45 |
| equipment | |||||
| Total | 828 | 317 | (43) | - | 1,102 |
| Accumulated depreciation |
31 December 2020 | Increases | Decreases | Reclassifications | 31 December 2021 |
|---|---|---|---|---|---|
| (Euro /000) | |||||
| Vehicles | 408 | 240 | (28) | - | 620 |
| Machinery and equipment |
9 | 9 | 1 | - | 19 |
| Total | 417 | 249 | (27) | - | 639 |
| Net value | 31 December 2020 | 31 December 2021 | Change |
|---|---|---|---|
| (Euro /000) | |||
| Vehicles | 383 | 437 | 54 |
| Machinery and equipment |
28 | 26 | (2) |
| Total | 411 | 463 | 52 |
As of 1 January 2022 the Group had a total of 72 contracts in place for leasing of vehicles, machinery, industrial equipment and electronic office machinery, as well as for rental of real estate. As required by the IASB, practical expedients were employed such as exclusion of contracts with a residual duration of less than 12 months or contracts for which the fair value of the asset is calculated to fall below the conventional threshold of 5 thousand American dollars (of modest unitary value).
Based on their value and duration, of the 72 contracts outstanding at 1 January 2022:
/ 60 fell within the scope of application of IFRS 16;
/ 12 were excluded from the scope of application, 10 of which had a residual duration of less than 12 months, while the unit fair value of the assets associated with the remaining 2 was deemed to be modest.
276
Gefran S.p.A. Separate Financial Statements
Overall, 81 contracts were active at 31 December 2022, including:
The assets analysed here are entered in the financial statements:
The following factors are considered when measuring the fair value and useful lives of leased assets subject to IFRS 16:
/ the amount of the periodic lease or rental payments, as defined in the contract and revalued where applicable;
The increases in the historical cost of the item "Usage rights" include the effect of adjusting contracts that have been extended or for which new conditions have been defined. In addition, they include the effects of new contracts signed, as summarised below:
Decreases in the historical cost of "Usage rights" in 2022, totalling 45 thousand Euro, refer to 10 terminated contracts: 2 of these, relating to the rental of company vehicles, were terminated before the expiry date.
The item "Equity investments in subsidiaries" amounts to 24,299 thousand Euro as of 31 December 2022, and the balance breaks down as follows:
| (Euro /000) | Shareholding | 31 December 2022 |
31 December 2021 |
Change |
|---|---|---|---|---|
| Gefran GmbH (Germany) | 100.0% | 365 | 365 | - |
| Gefran Brasil Ltda (Brazil) | 100.0% | 2,924 | 2,924 | - |
| Gefran UK Ltd (United Kingdom) | 100.0% | 5,141 | 5,141 | - |
| Gefran Soluzioni S.r.l. (Italy) | 100.0% | 1,012 | 1,012 | - |
| Sensormate AG (Switzerland) | 100.0% | 4,123 | 4,123 | - |
| Gefran Benelux Bvba (Belgium) | 100.0% | 344 | 344 | - |
| Gefran Inc. (U.S.) | 100.0% | 7,848 | 7,848 | - |
| Gefran France SA (France) | 100.0% | 4,338 | 4,338 | - |
| Gefran Siei Asia Pte (Singapore) | 100.0% | 2,883 | 2,883 | - |
| Gefran India Ltd (India) | 100.0% | 1,723 | 1,723 | - |
| Gefran Middle East (Turkey) | 100.0% | - | 1,457 | (1,457) |
| Adjustment provision | (6,402) | (7,859) | 1,457 | |
| Total | 24,299 | 24,299 | - |
In 2022, the value of the investment in Gefran Middle East and the related adjustment provision was zeroed due to the closure of the company already in liquidation in the first quarter of 2021.
In addition, in relation to the sale of the equity investments in the subsidiaries Gefran Drives and Motion S.r.l. and Siei Areg Gmbh to WEG S.A., in the fourth quarter of 2022 in the fourth quarter of 2022 in view of the framework agreement signed on 1 August 2022 for the sale of the motion control business, the value of the related investments at 31 December 2021 (Euro 18,117) was reclassified to "Assets held for sale and discontinued", pursuant to IFRS 5.
The following is a breakdown of the adjustment provision:
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| Gefran Brasil Ltda (Brazil) | 1,252 | 1,252 | - |
| Gefran UK Ltd (United Kingdom) | 4,438 | 4,438 | - |
| Gefran France SA (France) | - | - | - |
| Gefran India Ltd (India) | 712 | 712 | - |
| Total | 6,402 | 7,859 | (1,457) |
Pursuant to IAS 36, the amount recognised in the financial statements is reviewed if any indicators of potential impairment appear.
The discount rate used to discount cash flows (WACC) was analytically determined on the basis of specific key assumptions.
When determining the value in use, the specific cash flows relating to the period 2023 - 2025 were considered, deriving from the Plan of the individual investment, along with the terminal value, which represents the ability to generate cash flows beyond the explicit forecast time scale.
The principal assumptions management made in calculating value in use are the discount rate (WACC) and the long-term growth rate (g), as well as financial flows deriving from individual subsidiaries' Three-Year Plans.
The rate used for discounting future cash flows is the weighted average cost of capital (WACC), as calculated at the end of 2022, determined by the weighted average of the cost of own capital and the cost of third-party capital, net of the effect on taxation.
When calculating the same, market parameters are used such as the "beta", a factor expressing the risk which characterises the particular business with respect to the financial market in general, and the related financial structure taken from calculations developed by Professor Damodaran, one of the leading experts in business valuations globally.
The return on risk-free assets was benchmarked to the average yield in the last three months of 2022 on government bonds of countries in which the Group and the CGUs operate.
The premium for market risk represents the additional return required by a risk-averse investor, compared with the return that can be obtained from risk-free assets: it is attributable to the difference between the long-term normalised return of the share market and the risk-free assets rate. For this component and for the "beta", the reference used for all CGUs, regardless of geographic region of reference, was so-called global value, according to Professor Damodaran's calculations, in order to reduce the volatility of the component from one year to the next.
In order to establish the terminal value, the long-term growth rate of the cash flows adopted has been defined in relation to the expected levels of inflation in the various geographic areas in which the Group operates, making reference to estimates of international bodies.
The general change in the WACC between 2022 and 2021 is mainly related to the increase in the risk free rate and the "cost of debt" mainly due to the moves to increase interest rates by major central banks during the second half of 2022 to counter the growth of inflation in the medium term.
In general there were no impairment indicators to suggest possible changes to the value of equity investments. Only shareholdings for which an adjustment provision had been set up in previous years were subjected to the impairment test; the results are shown below:
| (Euro /000) | Net carrying value 31/12/2022 |
Net carrying value 31/12/2021 |
Explicit forecast |
Wacc (%) |
Equity value 31/12/2022 |
Risk free (%) |
Risk premium (%) |
Theoretical tax rate (%) |
|---|---|---|---|---|---|---|---|---|
| Gefran Brasil | 1,672 | 1,672 | 2023 - 2025 | 18.8% | 2,912 | 12.6% | 5.9% | 34.0% |
| Gefran India | 1,011 | 1,011 | 2023 - 2025 | 15.0% | 3,849 | 7.5% | 5.9% | 25.0% |
| Gefran UK | 703 | 703 | 2023 - 2025 | 10.5% | 3,357 | 3.6% | 5.9% | 19.0% |
The impairment test conducted on equity investments revealed an equity value in excess of carrying value; stress tests were therefore conducted, the results of which indicated that if an accentuated stress test were conducted, the test would not be passed. The existing adjustment provision was therefore confirmed.
With reference to the other equity investments in subsidiaries, the related carrying values recorded in the financial statements have been maintained.
This item amounts to 136 thousand Euro as of 31 December 2022, unchanged over December 2021, and the balance breaks down as follows:
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| Axel S.r.l. Shareholding |
15.0% | 15.0% | |
| Via del Cannino, 3 Investment value |
136 | 136 | |
| Crosio della Valle (VA) Adjustment provision |
- - |
||
| Net value | 136 | 136 | - |
"Equity investments in other companies" totalled 2,003 thousand Euro, disclosing a decrease of 115 thousand Euro compared with the figure at 31 December 2021. The change is linked to the adjustment provision relating to the holding in Woojin Machinery Co Ltd.
| (Euro /000) | Shareholding | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|---|
| Colombera S.p.A. | 16.6% | 1,582 | 1,582 | - |
| Woojin Plaimm Co Ltd | 2.0% | 159 | 159 | - |
| Other | - | 27 | 27 | - |
| Adjustment provision | - | 235 | 350 | (115) |
| Total | 2,003 | 2,118 | (115) |
The shareholdings are classified as available for sale and entered at fair value, derived from the stock market quotation, for Woojin Machinery Co. Ltd. (Seoul Stock Exchange). The adjustment provision is due to fair value adjustment, and changed as follows:
| (Euro /000) | Shareholding | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|---|
| Woojin Plaimm Co Ltd | 2.0% | 235 | 350 | (115) |
| Total | 235 | 350 | (115) |
At 31 December 2022, the balance was equal to 171 thousand Euro, but was zero at 31 December 2021.
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| Guarantee deposits | 171 | - | 171 |
| Total | 171 | - | 171 |
280
"Net working capital" totals 13,375 thousand Euro, compared to 13,837 thousand Euro on 31 December 2021, and breaks down as follows:
| (Euro /000) | 31 December 2022 |
31 December 2021 |
Change |
|---|---|---|---|
| Inventories | 10,586 | 7,744 | 2,842 |
| Trade receivables | 10,340 | 9,564 | 776 |
| Trade receivables from subsidiaries | 10,098 | 12,986 | (2,888) |
| Trade payables | (17,296) | (15,891) | (1,405) |
| Trade payables to subsidiaries | (353) | (566) | 213 |
| Net amount | 13,375 | 13,837 | (462) |
Specifically, net working capital generated from dealings with subsidiaries was EUR 9,745 thousand, down by EUR 2,675 thousand compared with 2021, while the same item vis-à-vis third parties is positive and came to EUR 3,630 thousand (positive and came to EUR 1,417 thousand at 31 December 2021).
The change is attributable to the increase in inventories (2,842 thousand Euro), the increase in trade receivables (EUR 776 thousand) offset by the increase in trade payables (1,405 thousand Euro).
Inventories amount to 10,586 thousand Euro, and may be broken down as follows:
| (Euro /000) | 31 December 2022 |
31 December 2021 |
Change |
|---|---|---|---|
| Raw materials, consumables and supplies | 7,129 | 4,872 | 2,257 |
| provision for impairment of raw materials | (766) | (588) | (178) |
| Work in progress and semi-finished products | 5,727 | 4,476 | 1,251 |
| provision for impairment of work in progress | (2,347) | (1,800) | (547) |
| Finished products and goods for resale | 1,970 | 1,564 | 406 |
| provision for impairment of finished products | (1,127) | (780) | (347) |
| Total | 10,586 | 7,744 | 2,842 |
The provision for obsolescence and slow-moving inventories was adjusted according to need in 2022, through specific provisions amounting to 1,184 thousand Euro (as compared to 1,104 thousand Euro in the year 2021).
Movements in the provision in the years 2022 and 2021 are listed below:
| (Euro /000) | 31 December 2021 | Provisions | Uses | Releases | 31 December 2022 |
|---|---|---|---|---|---|
| Provision for impairment of inventory |
3,168 | 1,184 | (112) | - | 4,240 |
| (Euro /000) | 31 December 2020 | Provisions | Uses | Releases | 31 December 2021 |
| Provision for impairment of inventory |
2,256 | 1,104 | (192) | - | 3,168 |
break down as follows:
| (Euro /000) | 31 December 2022 |
31 December 2021 |
Change |
|---|---|---|---|
| Receivables from customers due within 12 months | 11,148 | 10,438 | 710 |
| Provision for doubtful receivables | (808) | (874) | 66 |
| Net amount | 10,340 | 9,564 | 776 |
Receivables are adjusted to their estimated realisable value by the allowance for doubtful accounts, which is determined by analysing individual debtor positions and considering past experience in each business area and geographical region, as required by IFRS 9. The provision as at 31 December 2022 represents a prudential estimate of the current risk, and registered the following changes:
| (Euro /000) | 31 December 2021 | Provisions | Uses | Releases | 31 December 2022 |
|---|---|---|---|---|---|
| Provision for doubtful receivables |
874 | 20 | (64) | (22) | 808 |
The changes in the provision for doubtful receivables relating to 2021 are as follows:
| (Euro /000) | 31 December 2020 | Provisions | Uses | Releases | 31 December 2021 |
|---|---|---|---|---|---|
| Provision for doubtful receivables |
890 | - | (16) | - | 874 |
282
The Company monitors the riskiest receivables and also implements specific legal measures. The carrying amount of trade receivables is deemed to approximate their fair value.
The value of trade receivables from subsidiaries amounted to 10,098 thousand Euro, compared with a balance of 12,986 thousand Euro at 31 December 2021. This item relates to receivables from the sale of products and from service contracts carried out by Gefran S.p.A. in favour of subsidiaries. The carrying value of intercompany receivables is believed to approximate their fair value.
Trade payables were up 1,405 thousand Euro at 31 December 2022 compared with 31 December 2021, as shown below:
| (Euro /000) | 31 December 2022 |
31 December 2021 |
Change |
|---|---|---|---|
| Payables to suppliers | 14,192 | 12,549 | 1,643 |
| Payables to suppliers for invoices to be received | 2,889 | 3,308 | (419) |
| Advance payments received from customers | 215 | 34 | 181 |
| Total | 17,296 | 15,891 | 1,405 |
The value of trade payables to subsidiaries was 353 thousand Euro, compared with 566 thousand Euro at 31 December 2021. This item refers to payables resulting from the purchases of products and services from Gefran S.p.A. by Group subsidiaries.
The carrying value of trade payables and intercompany trade payables is believed to approximate their fair value.
"Other current assets" as of 31 December 2022 amount to 2,161 thousand Euro, as compared to 2,332 thousand Euro on 31 December 2021. The balance breaks down as follows:
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| Services and maintenance | 310 | 298 | 12 |
| Bank transaction fees | 28 | 108 | (80) |
| Other tax receivables | 469 | 1,258 | (789) |
| Other | 1,354 | 668 | 686 |
| Total | 2,161 | 2,332 | (171) |
The main change relates to VAT receivable, shown in the item "Other tax receivables," which decreased by 789 thousand Euro during the year. In addition, the item "Other", up by EUR 686 thousand, includes tax credits for research and development and tax credits for capital goods. The carrying value of this item is believed to approximate its fair value.
Current tax receivables totalled 527 thousand Euro at 31 December 2022, compared with 193 thousand Euro at 31 December 2021. The balance breaks down as follows:
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| IRAP (regional production tax) | 5 | - | 5 |
| Other taxes | 522 | 193 | 329 |
| Total | 527 | 193 | 334 |
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| IRES (corporate income tax) | 243 | 1,989 | (1,746) |
| IRAP (regional production tax) | - | 296 | (296) |
| Total | 243 | 2,285 | (2,042) |
IRAP (regional production tax) and IRES (corporate income tax) are recognised on taxable income, to which prior tax losses are applied in full, in accordance with current legislation.
The net financial position is analysed in the following table:
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| Cash and cash equivalents and current financial receivables |
33,101 | 25,194 | 7,907 |
| Financial investments for derivatives | 539 | - | 539 |
| Non-current financial investments | 28 | 67 | (39) |
| Financial receivables from subsidiaries | 418 | 11,427 | (11,009) |
| Non-current financial payables | (6,898) | (16,176) | 9,278 |
| Non-current financial payables for IFRS 16 leases | (303) | (248) | (55) |
| Current financial payables | (9,302) | (11,589) | 2,287 |
| Current financial payables for IFRS 16 leases | (246) | (217) | (29) |
| Financial payables to subsidiaries | (7,242) | (18,734) | 11,492 |
| Financial liabilities for derivatives | - | (88) | 88 |
| Total | 10,095 | (10,364) | 20,459 |
The net financial position is analysed by maturity below:
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| A. Cash on hand | 7 | 12 | (5) |
| B. Cash in bank deposits | 33,094 | 25,182 | 7,912 |
| C. Securities held for trading | - | - | - |
| D. Cash and cash equivalents ( A ) + ( B ) + ( C ) | 33,101 | 25,194 | 7,907 |
| E. Current financial receivables from subsidiaries | 418 | 11,427 | (11,009) |
| F. Current financial payables to subsidiaries | (7,242) | (18,734) | 11,492 |
| G. Fair value hedging derivatives | - | - | - |
| H. Current portion of long-term debt | (9,277) | (11,589) | 2,312 |
| I. Other current financial payables | (271) | (217) | (54) |
| J. Total current financial payables to third parties (I) + (H) |
(9,548) | (11,806) | 2,258 |
| L. Total current payables (F) + (G) + (J) | (16,790) | (30,540) | 13,750 |
| M. Net current financial debt (D) + (E) + (L) | 16,729 | 6,081 | 10,648 |
| Non-current financial liabilities for derivatives | - | (88) | 88 |
| Non-current financial investments for derivatives | 539 | - | 539 |
| N. Fair value hedging derivatives | 539 | (88) | 627 |
| O. Non-current financial debt | (7,201) | (16,424) | 9,223 |
| P. Other non-current financial investments | 28 | 67 | (39) |
| Q. Net non-current financial debt (N) + (O) + (P) | (6,634) | (16,445) | 9,811 |
| R. Net financial debt (M) + (Q) | 10,095 | (10,364) | 20,459 |
| of which to minorities: | 16,919 | (3,057) | 19,976 |
The net financial position at 31 December 2022 is positive by EUR 10,095 thousand, an improvement over 31 December 2021 of EUR 20,459 thousand. The change is mainly due to the increase in cash on hand and the decrease in current and non-current financial payables.
Please see the Report on Operations for further details on changes in financial operations during the year.
The balance of cash and cash equivalents amounted to 33,101 thousand Euro at 31 December 2022, 7,907 thousand Euro higher than on 31 December 2021:
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| Cash in bank deposits | 33,094 | 25,182 | 7,912 |
| Cash | 7 | 12 | (5) |
| Total | 33,101 | 25,194 | 7,907 |
The technical forms used as at 31 December 2022 are shown below:
/ country risk: the deposits are made in Italy.
Financial receivables from subsidiaries refer to the balances of individual debt positions of the subsidiaries, generated by cash transfers by means of the cash pooling system, and present a balance of 418 thousand Euro, compared with 11,427 thousand Euro at 31 December 2021.
In the cash flow statement and the breakdown of net financial position, this item is classed as "Current financial receivables".
The balance of current financial payables at 31 December 2022 was down 2,287 thousand Euro over the year 2021, and breaks down as follows:
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| Current portion of debt | 9,277 | 11,589 | (2,312) |
| Other payables | 25 | - | 25 |
| Total | 9,302 | 11,589 | (2,287) |
The current portion of loans is Euro 2,312 thousand lower than in December 2021, and refers to the repayment of short-term loans according to the depreciation plans envisaged.
Financial payables to subsidiaries at 31 December 2022 amounted to 7,242 thousand Euro (18,734 thousand Euro at 31 December 2021) and refer to the balance of the individual creditor positions of the Group's subsidiaries, generated from transfers to the Parent Company of cash on hand through the cash pooling system for European subsidiaries.
In the cash flow statement and the breakdown of net financial position, this item is classed as "Current financial payables".
| Bank | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| BPER | - | 1,009 | (1,009) |
| Mediocredito | - | 2,222 | (2,222) |
| BNL | 1,000 | 3,000 | (2,000) |
| Unicredit | 1,110 | 2,222 | (1,112) |
| BNL | 1,556 | 3,111 | (1,555) |
| Intesa (ex UBI) | - | 1,132 | (1,132) |
| Intesa (ex UBI) | 2,752 | 3,000 | (248) |
| UBI Banca S.p.A. | 480 | 480 | - |
| Total | 6,898 | 16,176 | (9,278) |
Non-current financial payables break down as follows:
The loans, detailed in the table, are all arranged at variable rates, with the exception of the loan of Intesa (former UBI), entered into in 2020, and the loan entered into in 2021 with Simest, which has a preferential fixed rate. Details of each loan are given below:
| Bank | Amount disbursed (Euro /000) |
Signing date |
Balance at31 December 2022 |
Of which within 12 months |
Of which beyond 12 months |
Interest rate | Maturity | Repayment method |
|---|---|---|---|---|---|---|---|---|
| BPER | 5,000 | 28/11/18 | 1,009 | 1,009 | - | Euribor 3m + 0.75% | 30/11/23 | quarterly |
| Mediocredito | 10,000 | 28/03/19 | 2,222 | 2,222 | - | Euribor 3m + 1.05% | 31/12/23 | quarterly |
| BNL | 10,000 | 29/04/19 | 3,000 | 2,000 | 1,000 | Euribor 3m + 1% | 29/04/24 | quarterly |
| Unicredit | 5,000 | 30/04/20 | 2,221 | 1,111 | 1,110 | Euribor 6m + 0.95% | 31/12/24 | half-yearly |
| BNL | 7,000 | 29/05/20 | 3,111 | 1,555 | 1,556 | Euribor 6m + 1.1% | 31/12/24 | half-yearly |
| Intesa (ex UBI) | 3,000 | 24/07/20 | 1,132 | 1,132 | - | Fixed 1% | 24/07/23 | half-yearly |
| Intesa (ex UBI) | 3,000 | 24/07/20 | 3,000 | 248 | 2,752 | Euribor 6m + 1% | 24/07/26 | half-yearly |
| UBI Banca S.p.A. |
480 | 09/07/21 | 480 | - | 480 | Fixed 0.55% | 31/12/27 | half-yearly |
| Total | 16,175 | 9,277 | 6,898 |
No new loans were arranged during 2022.
In the year 2021, the Gefran S.p.A. participated in Simest's call for tenders for capitalisation and support for the development of international sales, under which it received a non-repayable grant pursuant to the Temporary Framework for the Integrated Promotion Fund, along with a second portion of medium/long-term financing pertaining to the 394/81 Fund. This resulted in the recognition of grants totalling 320 thousand Euro and non-current financial payables totalling 480 thousand Euro. The loan taken out is to be repaid in 8 six-monthly instalments starting from the end of the two-year pre-amortisation period, and is subject to the "de minimis" rule for a value of 5 thousand Euro.
None of the loans outstanding as of 31 December 2022 have clauses requiring compliance with economic and financial requirements (covenants).
Management considers that the credit lines currently available, together with the cash flow generated by operations, will enable Gefran to meet its financial requirements resulting from investment activities, working capital management and the repayment of debt at its natural maturity.
Financial asset for derivatives total 539 thousand Euro, owing to the positive fair value of certain IRS contracts, entered into by the Company to hedge interest rate risks. A breakdown is provided in the following table:
| Bank (Euro /000) |
Notional principal |
Signing date |
Maturity | Notional as at 31 December 2022 |
Derivative | Fair Value as at 31 December 2022 |
Long position rate |
Short position rate |
|---|---|---|---|---|---|---|---|---|
| Intesa | 10,000 | 29/03/19 | 29/12/23 | 2,222 | IRS | 40 | Fixed -0.00% | Euribor 3m (Floor: -1.05%) |
| BNL | 10,000 | 29/04/19 | 29/04/24 | 3,000 | IRS | 61 | Fixed 0.05% | Euribor 3m (Floor: -1.00%) |
| Unicredit | 5,000 | 24/06/19 | 28/11/23 | 1,009 | IRS | 16 | Fixed -0.10% | Euribor 3m (Floor: -0.75%) |
| Unicredit | 5,000 | 30/04/20 | 31/12/24 | 2,221 | IRS | 86 | Fixed 0.05% | Euribor 6m (Floor: -0.95%) |
| BNL | 7,000 | 29/05/20 | 31/12/24 | 3,111 | IRS | 129 | Fixed -0.12% | Euribor 6m (Floor: -1.10%) |
| Intesa (ex UBI) | 3,000 | 24/07/20 | 24/07/26 | 3,000 | IRS | 207 | Fixed -0.115% | Euribor 3m |
| Total financial assets for derivatives – Interest rate risk |
539 |
All the contracts described above are recognised at their fair value:
| as at 31 December 2022 | as at 31 December 2021 | |||
|---|---|---|---|---|
| (Euro /000) | Positive fair value | Negative fair value | Positive fair value | Negative fair value |
| Interest rate risk | 539 | - | - | (88) |
| Total cash flow hedge |
539 | - | - | (88) |
All derivatives were tested for effectiveness, with positive outcomes.
In order to support its current operations, the Company has various credit lines granted by banks and other financial institutions available, mainly in the form of loans for advances on invoices, cash flexibility and mixed loans for totalling 33,860 thousand Euro. As of 31 December 2022, the entire ceiling is available in full.
The balance of Financial payables for IFRS 16 leases (current and non-current) as of 31 December 2022 amounts to 549 thousand Euro and complies with the IFRS 16, applied by the Group from 1 January 2019, which requires the recording of financial payables corresponding to the value of the usage rights recorded under non-current assets. Financial payables for IFRS 16 leases are classified on the basis of their maturity as either current payables (due within one year), amounting to 246 thousand Euro, or non-current payables (due beyond one year), amounting to 303 thousand Euro.
The changes in the item in 2022 and 2021 are reported below:
| (Euro /000) | 31 December 2021 |
Increases | Decreases | Reclassifications | 31 December 2022 |
|---|---|---|---|---|---|
| Leasing payables under IFRS 16 |
465 | 353 | (269) | - | 549 |
| (Euro /000) | 31 December 2020 |
Increases | Decreases | Reclassifications | 31 December 2021 |
|---|---|---|---|---|---|
| Leasing payables under IFRS 16 |
412 | 308 | (255) | - | 465 |
"Shareholders' equity" at 31 December 2022 amounted to 76,821 thousand Euro, up by 4,454 thousand Euro from 31 December 2021. The change mainly reflects recognition of the positive result for the year, equal to 9,520 thousand Euro, offset by the payment of dividends with a total value of 5,462 thousand Euro.
Share capital amounts to 14,400 thousand Euro, represented by 14,400,000 ordinary shares with a nominal value of 1 Euro each.
As at 31 December 2021, Gefran S.p.A. held 27,220 own shares, amounting to 0.2% of the total; following the purchase in the fourth quarter of 2022, at 31 December 2022 Gefran S.p.A. held a total of 53,273 shares, equal to 0.37% of the total, at an average book value of EUR 7.3993 per share, and a total value of EUR 394 thousand.
The Company has not issued any convertible bonds.
The type and purpose of the equity reserves can be summarised as follows:
/ the "Reserve for conversion to IAS/IFRS" (137 thousand Euro), which is included under "Other reserves";
/ The "Own shares reserve" (394 thousand Euro), which is recognised under "Other reserves";
For details on the changes in equity reserves during the year, see the schedule showing changes in shareholders' equity.
The changes in the reserve for the measurement of securities at fair value are shown in the table below:
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| Balance at 1 January | 346 | 179 | 167 |
| Woojin Plaimm Co Ltd Shares | (115) | 169 | (284) |
| Tax effect | 1 | (2) | 3 |
| Net amount | 232 | 346 | (114) |
The changes in the reserve for the measurement of derivatives at fair value are shown below:
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| Balance at 1 January | (66) | (249) | 183 |
| Change in fair value derivatives | 627 | 240 | 387 |
| Tax effect | (151) | (57) | (94) |
| Net amount | 410 | (66) | 476 |
293
Shareholder's equity breaks down as follows:
| (Euro /000) | Amount | Possibility of utilisation | Portion available |
|---|---|---|---|
| Share capital | 14,400 | ||
| Capital reserves | |||
| Share premium reserve | 19,046 | A-B-C | 19,046 |
| Capital reserves | |||
| - legal reserve | 2,880 | B | |
| - extraordinary reserve | 9,255 | A-B-C | 9,255 |
| - IFRS conversion reserve | 137 | ||
| - reserve for the measurement of securities at fair value |
232 | ||
| - cash flow hedging reserve | 410 | ||
| - IAS 19 reserve | (305) | ||
| - own shares reserve | (394) | ||
| - merger surplus reserve | 858 | A-B-C | 858 |
| - retained earnings/losses | 20,782 | A-B-C | 20,782 |
| - profit (loss) for the period | 9,520 | ||
| Total | 76,821 | 49,941 | |
| Restricted portion | 3,047 | ||
| Residual portion available | 76,821 | 46,894 | |
| NB: Legend of possibility of utilisation: A: for a share capital increase; |
B: for coverage of losses;
C: for distribution to shareholders.
Liabilities for "Employee benefits" showed the following changes:
| (Euro /000) | 31 December 2021 |
Increases | Decreases | Discounting | Other changes |
31 December 2022 |
|---|---|---|---|---|---|---|
| Post-employment benefits |
1,799 | - | (72) | (213) | - | 1,514 |
| Non-competition agreements |
148 | - | (148) | - | - | - |
| Total | 1,947 | - | (220) | (213) | - | 1,514 |
Changes relating to 2021 were as follows:
| (Euro /000) | 31 December 2020 |
Increases | Decreases | Discounting | Other changes |
31 December 2021 |
|---|---|---|---|---|---|---|
| Post-employment benefits |
1,892 | - | (136) | 52 | (9) | 1,799 |
| Non-competition agreements |
268 | - | (53) | (67) | - | 148 |
| Total | 2,160 | - | (189) | (15) | (9) | 1,947 |
The item "Provisions for post-employment benefits" consists of post-employment benefit for Company employees. The change in the year is due to payments to employees amounting to 72 thousand Euro (136 thousand Euro in 2021) and to the effect of discounting of the payable in existence as of 31 December 2021 according to IAS standards, negative by 213 thousand Euro (positive by 52 thousand Euro in 2021), as a result of assessment of demographic assumptions and experience (a positive impact of 144 thousand Euro) changes to financial assumptions (a negative impact of 374 thousand Euro), and Interest cost (a positive impact of 17 thousand Euro).
"Non-competition agreements" refer to the amount of the obligation to certain employees who have signed such agreements to protect the company from any competitive activities. The change during the year was due to disbursements to employees of EUR 148 thousand. As of 31 December 2022, all contracts have been closed.
Pursuant to IAS 19, the post-employment benefit reserve was valued using the "benefits accrued" method on the basis of the "Projected Unit Credit" (PUC) criterion, broken down as follows:
In greater detail, the technical foundations employed are:
| Demographic assumptions | 2022 | 2021 |
|---|---|---|
| Probability of death | ISTAT 2014 Mortality tables | ISTAT 2014 Mortality tables |
| Probability of inability | INPS tables divided by age and gender | INPS tables divided by age and gender |
| Probability of retirement | 100% upon achievement of AGO requirements adapted to Decree Law 4/2019 |
100% upon achievement of AGO requirements adapted to Decree Law 4/2019 |
| Hypothetical turnover and advances |
2022 | 2021 |
|---|---|---|
| Frequency of advances: | 2.1% | 2.1% |
| Frequency of resignation | 2% up to age 50 0% after 50 |
2% up to age 50 0% after 50 |
| Financial assumptions | 2022 | 2021 |
|---|---|---|
| Discount rate | 3.63% | 0.98% |
| Annual inflation rate | 2.30% | 1.75% |
| Annual rate of increase of post | 3.225% | 2.813% |
| employment benefit |
The sensitivity analysis carried out on the assumptions of 1% and 0.5% changes in the discount rate used is shown below:
| (Euro /000) | 31 December 2022 | 31 December 2021 | ||
|---|---|---|---|---|
| -1% | +1% | -1% | +1% | |
| Post-employment benefit reserve | (152) | 133 | (207) | 178 |
| Non-competition agreements | - | - | (3) | 3 |
| Total | (152) | 133 | (210) | 181 |
| (Euro /000) | 31 December 2022 | 31 December 2021 | ||
|---|---|---|---|---|
| -0.5% | 0.5% | -0.5% | 0.5% | |
| Post-employment benefit reserve | (73) | 69 | (100) | 92 |
| Non-competition agreements | - | - | (2) | 2 |
| Total | (73) | 69 | (102) | 94 |
Non-current provisions amounted to 9 thousand Euro, as compared to 482 thousand Euro on 31 December 2021, and break down as follows:
| (Euro /000) | 31 December 2021 |
Provisions | Uses | Releases | 31 December 2022 |
|---|---|---|---|---|---|
| - for restructuring |
- | - | - | - | - |
| - for legal disputes | 482 | - | (473) | - | 9 |
| - other provisions | - | - | - | - | - |
| Total | 482 | - | (473) | - | 9 |
In 2021, provisions for legal disputes totalling 474 thousand Euro were recorded in the provision for exchange rate losses and default interest linked to the ongoing proceedings for the equity investment of Gefran Brasil. This procedure ended in the first quarter of 2022 and therefore the provision was adjusted through the use made in the above table.
The balance of current provisions was 1,102 thousand Euro as of 31 December 2022, compared with provisions of 1,074 thousand Euro at 31 December 2021. The item breaks down as follows:
| (Euro /000) | 31 December 2021 |
Provisions | Uses | Releases | 31 December 2022 |
|---|---|---|---|---|---|
| FISC | 18 | 5 | - | - | 23 |
| Product warranty | 1,056 | 285 | (179) | (83) | 1,079 |
| Other provisions | - | - | - | - | - |
| Total | 1,074 | 290 | (179) | (83) | 1,102 |
This item referring to the expected cost of repairs to products under warranty saw provision (285 thousand Euro) and use to cover the cost of repair and replacement of products under warranty (179 thousand Euro); it is proportionate to the volume of revenues and the regularity with which events have historically occurred.
"Other liabilities" at 31 December 2022 amounted to 7,274 thousand Euro and break down as follows:
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| Payables to personnel | 3,270 | 2,947 | 323 |
| Social security payables | 1,831 | 1,746 | 85 |
| Accrued interest on loans | 25 | 24 | 1 |
| Payables to directors and statutory auditors | 15 | 50 | (35) |
| Other accruals | 1,158 | 535 | 623 |
| Other payables for taxes | 939 | 904 | 35 |
| Other current liabilities | 36 | 25 | 11 |
| Total | 7,274 | 6,231 | 1,043 |
The change is primarily attributable to increased payables to employees and to social security institutions.
"Revenues from sales of products and services" in 2022 amount to 77,327 thousand Euro, as compared to 70,013 thousand Euro in the year 2021. Revenues from sales and services are analysed by sector of activity in the following table:
| (Euro /000) | 31 December 2022 |
31 December 2021 |
Change | % |
|---|---|---|---|---|
| Sensors | 56,013 | 52,005 | 4,008 | 7.7% |
| Automation components | 21,314 | 17,965 | 3,349 | 18.6% |
| Motion control | - | 43 | (43) | -100.0% |
| Total | 77,327 | 70,013 | 7,314 | 10.4% |
The increase in 2022 compared to 2021, amounting to 10.4%, is linked to the post-pandemic global economic recovery, seen in all the Company's business activities.
Total revenues include revenues from services provided totalling 115 thousand Euro (122 thousand Euro in the previous year).
24. Other operating revenues and income
"Other operating revenues and income" amount to 5,241 thousand Euro, 327 thousand Euro higher than on 31 December 2021, as shown in the table below:
| (Euro /000) | 31 December 2022 |
31 December 2021 |
Change | % |
|---|---|---|---|---|
| Royalty income | 190 | 218 | (28) | -12.8% |
| Services to Group companies | 3,712 | 3,487 | 225 | 6.5% |
| Recovery of company canteen expenses |
16 | 15 | 1 | 6.7% |
| Insurance reimbursements | - | 1 | (1) | -100.0% |
| Rental income | 497 | 400 | 97 | 24.3% |
| Government grants | - | 320 | (320) | -100.0% |
| Other income | 826 | 473 | 353 | 74.6% |
| Total | 5,241 | 4,914 | 327 | 6.7% |
During 2021 the Company received government grants amounting to 320 thousand Euro, representing the grant connected with the loan entered into with Simest. There was nothing in the 2022 financial year.
The item "Other income" of EUR 826 thousand includes, among others, revenues from tax credits on assets, R&D and industrial 4.0., as well as chargebacks for services rendered against specific contracts.
"Costs of raw materials and accessories" increased by 3,729 thousand Euro, from 26,513 thousand Euro in 2021 to 30,242 thousand Euro in 2022.
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| Raw materials and accessories | 30,242 | 26,513 | 3,729 |
| Total | 30,242 | 26,513 | 3,729 |
The increase in the item is linked to the rise in production volumes, as well as the impact of the rise in the price of certain raw materials.
298
"Service costs" amount to 15,474 thousand Euro, as compared to 13,171 thousand Euro in the year 2021, an increase of 2,303 thousand Euro. They may be broken down as follows:
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| Services | 14,992 | 12,702 | 2,290 |
| Use of third-party assets | 482 | 469 | 13 |
| Total | 15,474 | 13,171 | 2,303 |
Note that transition to accounting standard IFRS 16, "Leasing", results in entry of all leasing contracts by the financial method, and so leasing fees no longer appear among operating costs in the income statement, but represent repayment of the loan entered at the same time as entry of usage rights and interest among assets in the financial statements.
Lease fees no longer allocated to the income statement under operating costs due to implementation of the new accounting standard amount to 260 thousand Euro (253 thousand Euro in 2021). Contracts excluded from adoption of IFRS 16 on the basis of the provisions of the standard, for which lease fees continue to be entered in the income statement, resulted in entry of 482 thousand Euro in costs in 2021 (469 thousand Euro in 2021).
The increase in "Services" of EUR 2,290 thousand mainly relates to the recording of higher electricity and utilities, for trade fairs and for external processing, as a direct consequence of the increase in production volumes with respect to the previous year.
"Personnel costs" amounted to 25,195 thousand Euro, up by 2,078 thousand Euro compared with 2021, and break down as follows:
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| Salaries and wages | 19,240 | 17,561 | 1,679 |
| Social security contributions | 4,826 | 4,445 | 381 |
| Post-employment benefit reserve | 1,117 | 1,044 | 73 |
| Other costs | 12 | 67 | (55) |
| Total | 25,195 | 23,117 | 2,078 |
The change in the year 2021 compared to the previous year is due to the increase in staff due to the strengthening of the structure: the number of employees employed by the company at year-end (+21 employees at 31 December 2022 compared with 31 December 2021) as well as the annual average (321 in 2022 and 312 in 2021) increased. It should also be noted that in the fourth quarter of the year, a one-off contribution was granted to all Company employees (a total of Euro 606 thousand), as a contribution to offset the significant increase in the cost of living and the impact on household budgets.
"Social security contributions" include costs for defined contribution plans for management (Previndai pension plan) amounting to 57 thousand Euro (47 thousand Euro at 31 December 2021).
The average number of employees in 2022 and 2021 is shown below:
| 2022 | 2021 | Change | |
|---|---|---|---|
| Managers | 12 | 11 | 1 |
| Clerical staff | 187 | 184 | 3 |
| Manual workers | 122 | 117 | 5 |
| Total | 321 | 312 | 9 |
The average number of employees has risen by 9 individuals compared to 2021.
"Miscellaneous management costs" present a balance of 429 thousand Euro, as compared to a balance of 466 thousand Euro in 2021, and may be broken down as follows:
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| Other taxes and duties | (168) | (171) | 3 |
| Membership fees | (129) | (117) | (12) |
| Miscellaneous | (132) | (178) | 46 |
| Total | (429) | (466) | 37 |
| (Euro /000) | 31 December 2022 | 31 December 2021 | Change |
|---|---|---|---|
| Capital gains on the sale of assets | 5 | 7 | (2) |
| Collection of doubtful receivables | 2 | - | 2 |
| Total | 7 | 7 | - |
| (Euro /000) | 31 December 2022 |
31 December 2021 |
Change |
|---|---|---|---|
| Intangible assets | 1,624 | 1,659 | (35) |
| Tangible assets | 3,419 | 3,112 | 307 |
| Usage rights | 257 | 249 | 8 |
| Total | 5,300 | 5,020 | 280 |
Equal to 5,300 thousand Euro, 280 thousand Euro higher than on 31 December 2021. There were no write-downs in 2022 and 2021.
A new building was constructed in Provaglio d'Iseo in 2021, containing offices. Use of the new building began on 20 December 2021, and on the same date the entire investment was capitalised and the corresponding depreciation recorded in the income statement.
Since 1 January 2019, moreover, the item also includes amortisation of usage rights in accordance with accounting standard IFRS16, totalling 257 thousand Euro at 31 December 2022 (249 thousand Euro at 31 December 2021).
"Gains from financial assets" totalled 4,650 thousand Euro, as compared to 1,500 thousand Euro in 2021, and break down as follows:
| (Euro /000) | 31 December 2022 |
31 December 2021 |
Change |
|---|---|---|---|
| Cash management | |||
| Interest from subsidiaries | 26 | - | 26 |
| Income from cash management | 96 | 2 | 94 |
| Other financial income | 67 | 15 | 52 |
| Medium-/long-term interest | (220) | (312) | 92 |
| Short-term interest | - | (7) | 7 |
| Interest to subsidiaries | (28) | - | (28) |
| Other financial charges | (1) | (225) | 224 |
| Total income (charges) from cash management |
(60) | (527) | 467 |
| Currency transactions | |||
| Exchange gains | 2,220 | 109 | 2,111 |
| Positive currency valuation differences | - | 573 | (573) |
| Exchange losses | (418) | (350) | (68) |
| Negative currency valuation differences | (44) | - | (44) |
| Total other income (charges) from currency transactions |
1,758 | 332 | 1,426 |
| Other | |||
| Dividends from equity investments | 2,657 | 1,700 | 957 |
| Interest on financial payables due to leasing under IFRS 16 |
(5) | (5) | - |
| Total other financial income (charges) | 2,652 | 1,695 | 957 |
| Total | 4,350 | 1,500 | 2,850 |
The item includes dividends received by Gefran Group companies totalling 2,957 thousand Euro (1,700 thousand Euro in 2021), broken down as follows:
| (Euro /000) | 31 December 2022 |
31 December 2021 |
Change |
|---|---|---|---|
| Gefran Siei Asia (Singapore) | 500 | 500 | - |
| Gefran Soluzioni S.r.l. (Italy) | 500 | 300 | 200 |
| Gefran Deutschland Gmbh (Germany) | 1,000 | 700 | 300 |
| Gefran Inc. (USA) | 357 | - | 357 |
| Gefran Benelux | 300 | 200 | 100 |
| Total | 2,657 | 1,700 | 957 |
Medium/long term financial charges decreased by 92 thousand Euro, primarily due to completion of repayment of a number of loans.
The item "Other financial charges" amounting to 1 thousand Euro in 2022, while it was negative by 225 Euro in 2021, when it was related to the recognition of a provision for interest on arrears in connection with the pending legal dispute relating to the equity investment of Gefran Brasil.
The balance of differences in currency transactions is positive by 1,758 thousand Euro, as compared to a positive balance of 332 thousand Euro in 2021; the change is a result of dynamics in the Euro exchange rate.
The item "Taxes" is negative by 2,972 thousand Euro, as compared to a negative balance of 2,509 thousand in the year 2021, and may be broken down as follows:
| (Euro /000) | 31 December 2022 |
31 December 2021 |
Change |
|---|---|---|---|
| Current taxes | |||
| IRES (corporate income tax) | (2,556) | (2,056) | (500) |
| IRAP (regional production tax) | (569) | (651) | 82 |
| Total current taxes | (3,125) | (2,707) | (418) |
| Deferred taxes | |||
| Deferred tax liabilities | 1 | (6) | 7 |
| Deferred tax assets | 152 | 204 | (52) |
| Total deferred taxes | 153 | 198 | (45) |
| Total taxes | (2,972) | (2,509) | (463) |
| of which: | |||
| Allocated to assets held for sale and disposed | (12) | - | (12) |
| Relating to the operative part | (2,960) | (2,509) | (451) |
| Total taxes | (2,972) | (2,509) | (463) |
Current taxes amounted to EUR 3,125 thousand. They relate to the recognition of IRES and IRAP taxable amounts and the change compared to the previous year is attributable to the greater result achieved by Gefran S.p.A. It should also be noted that no previous losses were offset in 2022, since they were fully offset in 2021, for a value of 400 thousand Euro.
The balance of the item deferred tax assets and deferred taxes was positive by 153 thousand Euro, as compared to a positive balance of 198 thousand Euro on 31 December 2021; the change is mostly a result of use of deferred tax assets entered in relation to the provision for write-down of inventory, partially offset by a reduction related to the provision for legal disputes.
During 2019 and 2020, the tax authorities checked the intercompany transfer prices of Gefran S.p.A., as well as its transfers of trademark-related know-how, during the 2016-2017-2018 tax years. This procedure was concluded in 2021. On 5 December 2022, the Revenue Agency - Provincial Directorate of Brescia notified the Company of verification notice for the year 2016. In January 2023, the Company filed an application for verification with acceptance pursuant to article 6, paragraph 2, of Legislative Decree no. 218 of 19 June 1997, in order to start the conversation with the Revenue Agency. That said, we believe that there are currently no such elements for which funds should be entered.
The reconciliation of income taxes accounted for and theoretical taxes, resulting from the application to profit before tax of the corporate income tax rate in force (24%), is as follows:
| (Euro /000) | 31 December 2022 | 31 December 2021 |
|---|---|---|
| Profit (loss) before tax | 13,980 | 11,714 |
| Theoretical income taxes | (3,355) | (2,811) |
| Effect from use of losses carried forward | - | 96 |
| Net effect of permanent differences | 739 | 913 |
| Net effect of temporary deductible and taxable differences | (209) | (299) |
| Effect of taxes from previous years | 341 | 45 |
| Current taxes | (2,484) | (2,056) |
| Income tax – deferred tax assets/liabilities | 110 | 158 |
| Income tax entered in the financial statement (excluding current and deferred regional production tax IRAP) |
(2,374) | (1,898) |
| IRAP - current taxes | (569) | (651) |
| IRAP – deferred tax assets/liabilities | 43 | 40 |
| Recognised income taxes (current and deferred) | (2,900) | (2,509) |
The net effect of permanent differences mainly refers to dividends received during the year and amounts reflecting super/hyper-depreciation.
Deferred tax assets and deferred tax liabilities break down as follows:
| (Euro /000) | 31 December 2021 |
Posted to the income statement |
Recognised in shareholders' equity |
Exchange rate differences |
Other changes |
31 December 2022 |
|---|---|---|---|---|---|---|
| Deferred tax assets | ||||||
| Impairment of inventories | 884 | 299 | - | - | 1,183 | |
| Impairment of trade receivables |
217 | (11) | - | (1) | 205 | |
| Impairment of assets | 535 | - | - | - | 535 | |
| Exchange rate balance | - | 11 | - | - | 11 | |
| Provision for product warranty risk |
295 | 6 | - | - | 301 | |
| Provision for miscellaneous risks |
244 | (153) | (91) | - | - | - |
| Fair Value hedging | 21 | - | (21) | - | - | - |
| Total deferred tax assets |
2,196 | 152 | (112) | - | (1) | 2,235 |
| Deferred tax liabilities | ||||||
| Exchange valuation differences |
(11) | 1 | (136) | (146) | ||
| Total deferred taxes | (11) | 1 | (136) | - | - | (146) |
| Net total | 2,185 | 153 | (248) | - | (1) | 2,089 |
Deferred tax assets and deferred tax liabilities for the year 2021 break down as follows:
| (Euro /000) | 31 December 2020 |
Posted to the income statement |
Recognised in shareholders' equity |
Exchange rate differences |
Other changes |
31 December 2021 |
|---|---|---|---|---|---|---|
| Deferred tax assets | ||||||
| Impairment of inventories |
630 | 254 | - | - | - | 884 |
| Impairment of trade receivables |
217 | - | - | - | - | 217 |
| Impairment of assets | 535 | - | - | - | - | 535 |
| Tax deductible losses to be brought forward |
166 | (166) | - | - | - | - |
| Exchange rate balance | 1 | (1) | - | - | - | - |
| Provision for product warranty risk |
263 | 32 | - | - | - | 295 |
| Provision for miscellaneous risks |
167 | 85 | (8) | - | - | 244 |
| Fair Value hedging | 79 | - | (58) | - | - | 21 |
| Total deferred tax assets |
2,058 | 204 | (66) | - | - | 2,196 |
| Deferred tax liabilities | ||||||
| Exchange valuation differences |
(2) | (6) | (3) | (11) | ||
| Total deferred taxes | (2) | (6) | - | - | (3) | (11) |
| Net total | 2,056 | 198 | (66) | - | (3) | 2,185 |
The net loss of disposal groups held for sale in the period to 31 December 2022 totalled 1,600 thousand Euro. It mainly relates to the net loss recorded in the sale of the shares of the subsidiaries of Gefran Drives and Motion S.r.l., a company incorporated under Italian law of Gefran S.p.a., and Siei Areg Gmbh, a German subsidiary, to WEG S.A., under the framework agreement signed on 1 August 2022 and concerning the sale of the motion control business. In addition, the dividends received from Siei Areg Gmbh in the first quarter of 2022 were reclassified to the item in accordance with IFRS 5.
Also, no indicators of impairment were identified on the date when the criteria were satisfied for the reclassification of the disposal groups pursuant to IFRS 5.
There were no assets held for sale in 2021.
On 30 September 2022, with regard to the sale of the motion control business to the Brazilian group WEG, Gefran S.p.A. issued a bank guarantee of EUR 2,300 thousand to WEG Equipamentos Eléctricos S.A., expiring on 30 September 2026.
Gefran S.p.A. is involved in various legal proceedings and disputes. However, the resolution of these disputes is not thought likely to generate significant liabilities not already covered by existing provisions.
The Company has stipulated contracts for rental of real estate and leasing of equipment, electronic machinery and company vehicles. With application of accounting standard IFRS 16, the amount of lease fees remaining payable appears in the financial statement under the items "Usage rights" and "Financial payables for leasing under IFRS16", and so the reader is referred to the notes on these topics for more information.
As required under the new accounting standard, some residual existing contracts have been excluded from the perimeter of application as they met the requirements for exclusion; leasing costs for these contracts entered in the income statement amount to 482 thousand Euro in the year 2022 (469 thousand Euro on 31 December 2021).
At 31 December 2022, the total value of the Company's commitments was 606 thousand Euro, for leasing and rental contracts expiring within the next five years, which do not fall within the scope of application of IFRS 16 (equal to 534 thousand Euro at 31 December 2021). This amount mainly refers to ancillary services pertaining to contracts subject to IFRS 16, as well as to contracts for which, based on their value and duration, the above standard has not been applied.
34. Dealings with related parties
The following information is provided on dealings with related parties in the years 2022 and 2021, in accordance with IAS 24.
In compliance with Consob resolution no. 17221 of 12 March 2010, the Gefran S.p.A. Board of Directors of Gefran S.p.A. has adopted the "Regulations governing transactions with related parties", the current version of which was approved on 24 June 2021 and may be consulted on the Company's website at the internet address https://www.gefran.com/governance/documents-and-procedures/.
Transactions with related parties are part of normal operations and the typical business of each entity involved and are carried out under normal market conditions. There have not been any atypical or unusual transactions.
The most significant transactions with other related parties are listed below. These dealings have no material impact on Gefran S.p.A.'s economic and financial structure. They are summarised in the following tables:
| (Euro /000) | Climat S.r.l. |
|---|---|
| Service costs | |
| 2021 | (147) |
| 2022 | (155) |
| (Euro /000) | Climat S.r.l. |
|---|---|
| Property, plant, machinery and tools | |
| 2021 | 188 |
| 2022 | 294 |
| Trade payables | |
| 2021 | 97 |
In accordance with internal regulations, transactions with related parties of an amount below Euro 50 thousand are not reported, since this amount was determined as the threshold for identifying material transactions.
2022 278
Gefran S.p.A.'s relations with subsidiaries and affiliates are set out in the Company's Notes to individual items in the statement of financial position and the income statement, and mainly pertain to:
All these relations were created in the normal course of operations, taking account of the level of service provided or received and in compliance with procedures to ensure the material correctness of the transaction.
Moreover, in dealings with its subsidiaries, Gefran S.p.A. provided technical, administrative and management services and payment of royalties on behalf of the Group's operative subsidiaries totalling about 3.9 million Euro under specific agreements (3.7 million Euro as of 31 December 2021).
Gefran S.p.A. provides a Group cash pooling service, partly through a "Zero Balance" service, which involves all the European subsidiaries.
None of the subsidiaries holds shares of the Parent Company or held them during the period.
In the year 2022 Gefran S.p.A. earned 2,957 thousand Euro in dividends from subsidiaries (1,700 thousand Euro in 2021).
Members of the Board of Directors and the Board of Statutory Auditors and managers with strategic responsibilities were paid the following aggregate remuneration: 1,556 thousand Euro included in personnel costs and 1,295 thousand Euro included in service costs (1,316 thousand Euro included in personnel costs and 1,355 thousand Euro included in service costs in 2021).
Please note that the information required by art. 123 bis of Legislative Decree no. 58/1998 is contained in a separate document, the "Report on Corporate Governance and Ownership Structure", which refers for some information to the "Remuneration Report", prepared pursuant to article 123 ter of Italian Legislative Decree No. 58/1998. Both reports are published on the Company's internet site at address https://www.gefran.com/governance/shareholders-meetings/.
Persons of strategic importance have been identified as members of the executive Board of Directors of Gefran S.p.A. and other Group companies, as well as executives with strategic responsibilities, identified as the General Manager of Gefran S.p.A., the Group's Chief Sales Officer, as well as the Chief Financial Officer, the Chief People & Organisation Officer, and the Group's Chief Technology Officer.
The table below shows fees paid in relation to the year 2022 for auditing services and for services other than auditing provided by the auditing company and entities in its network.
| (Euro /000) | Party that provided the service |
Fees for 2022 |
|---|---|---|
| Accounts audit | PwC S.p.A. | 118 |
| Audit Non-Financial Declaration | PwC S.p.A. | 20 |
| Certification services | PwC S.p.A. | 8 |
| Other services | PwC S.p.A. | - |
| Total | 146 |
With regard to operating performance at the beginning of 2023, we refer to the paragraphs on "Significant events after year end in Gefran S.p.A." and "Outlook" contained in the Report on Operations.
In view of the recent political developments related to the Russia-Ukraine conflict, it should be noted that the Company does not own strategic assets in the territories currently involved and that sales in these regions are limited. Although the scenario may evolve further, in light of the current forecasts, Gefran does not consider the hostilities that have occurred to have a significant impact on its activities and consequently its ability to generate income.
No other significant events took place after the year-end.
Pursuant to Article 70, paragraph 8, and article 71, paragraph 1-bis, of the Consob Issuers' Regulation, the Board of Directors decided to take advantage of the option to derogate from the obligation to publish the information documents prescribed in relation to significant mergers, spin-offs, capital increases through contribution in kind, acquisitions and disposals.
Provaglio d'Iseo, 9 March 2023
For the Board of Directors
Chairwoman
Chief Executive Officer
Maria Chiara Franceschetti
Marcello Perini
The undersigned Marcello Perini, in his capacity as Chief Executive Officer, and Paolo Beccaria, as the Executive in charge of financial reporting of Gefran S.p.A., hereby certify, with due regard for the provisions of art. 154 bis, paragraphs 3 and 4, of Decree 58 dated 24 February 1998:
/ the adequacy, with respect to the Company's characteristics,
and
/ the effective application of administrative and accounting procedures for formation of the annual financial statements in the year between 01.01.2022 and 31.12.2022.
There are no significant events to report in this regard.
They further certify that
Provaglio d'Iseo, 9 March 2023
Chief Executive Officer
The Executive in charge of financial reporting
Marcello Perini
Paolo Beccaria
in accordance with article 14 of Legislative Decree No. 39 of 27 January 2010 and article 10 of Regulation (EU) No. 537/2014
To the shareholders of Gefran SpA
We have audited the consolidated financial statements of Gefran Group (the Group), which comprise the statement of financial position as of 31 December 2022, the statement of profit/(loss) for the year, statement of profit/(loss) for the year and other items of comprehensive income, statement of changes in shareholders' equity, consolidated cash flow statement for the year then ended, and specific explanatory notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the consolidated financial statements give a true and fair view of the financial position of the Group as of 31 December 2022, and of the result of its operations and cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union, as well as with the regulations issued to implement article 9 of Legislative Decree No. 38/05.
We conducted our audit in accordance with International Standards on Auditing (ISA Italia). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of this report. We are independent of Gefran SpA (the Company) pursuant to the regulations and standards on ethics and independence applicable to audits of financial statements under Italian law. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Note 12 to the specific explanatory notes to the accounts "Goodwill"
The carrying amount of goodwill as at 31 December 2022 is Euro 6,016 thousand (3,8% of total assets and 6,6% of consolidated equity) and impairment testing is required at least once a year.
Goodwill is allocated to specific Cash Generating Units (CGU) identified on a geographical basis (France, India, USA and Switzerland). The recoverability of goodwill is assessed by comparing the book value recognised in the consolidated financial statements with the value in use.
Value in use is the discounted value of the expected cash flows from use of the asset (Unlevered Discounted Cash Flows Method). The valuation of the recoverable amount of goodwill is a key audit matter considering the significant carrying amount and the complexity of the valuation process that requires significant Management estimation, based on economic and market assumptions, including cash flow forecast and the discount rate applied.
Management has developed a sensitivity analysis on the main assumptions underlying the
impairment models, in order to assess the impact, on the results of the tests, of variations produced in the main parameters adopted.
We evaluated the consistency of the allocations of goodwill to the Cash Generating Units with the previous year and we obtained an understanding of the valuation process adopted by the Group in order to determine the recoverability of the carrying amount of goodwill.
We obtained and examined the impairment tests prepared by the Management of the parent Company.
We analysed the main assumptions adopted focusing on revenues forecast in order to obtain evidence on the development of revenues over the period of the plan, and on the reasonableness of estimated operating costs.
Experts from the PwC network have been involved to conduct a critical examination of the model used and the calculation of the Weighted average cost of capital (Wacc) and the calculation of and the long-term growth rate.
In addition, in order to assess the ability of the Management to make reliable forecasts, we compared the final figures as at 31 December 2022 with the related budget data. We compared the forecasts approved by the Boards of Directors of the subsidiaries with the assumptions used in the context of the impairment tests.
We reviewed the sensitivity analysis developed by management on the main assumptions underlying the impairment models, in order to assess the impact, on the results of the tests, of variations produced in the main parameters adopted.
We assessed the accuracy and completeness of the disclosures in the specific explanatory notes.
Note 9 and 38 to the specific explanatory notes to the accounts "Assets Held for Sale and Discontinued Operations"
On 1 August 2022, the Board of Directors of Gefran S.p.A., the Parent Company, resolved to sign a framework agreement for the disposal of the motion control business to the Brazilian WEG Group for a total of Euro 23 million. The scope of the operation comprises Gefran Drives and Motion S.r.l. based in Gerenzano (Italy) and Siei Areg GmbH based in Pleidelsheim (Germany), both subsidiaries, together with the motion control lines of business of Gefran Siei Drives Technology Co Ltd based in Shanghai (China) and Gefran India Private Ltd based in Pune (India), which are also both subsidiaries. The disposal may be completed in several steps: * the first phase, completed in the fourth quarter of 2022, saw the sale to WEG of the equity interests held in Gefran Drives and Motion S.r.l. and in Siei Areg GmbH.
* on January 3 and March 1, 2023, the motion control business units carved out from Gefran Siei Drives Technology Co Ltd and from Gefran India Private Ltd were sold.
The disposal groups are presented in the schedules as "Assets held for sale and discounted operation" pursuant to the provisions of IFRS 5 accounting standard.
The economic results, assets and liabilities of the disposal groups have been reclassified and, in order to ensure the comparability of data, the related amounts for comparative periods have also been restated in the same way.
The statement of profit/(loss) and other items of comprehensive income of the Group that was originally published at 31 December 2021 has been restated, highlighting the effects of applying IFRS 5.
Consolidated Net profit (loss) from assets held for sale and discontinued operation as of December 31, 2022 was negative and amounted to 3,464 thousand euros. Consolidated Assets held for sale as of December 31, 2022 amounted to euro 4,269
We conducted interviews with the Company's management to understand the transaction related to the disposal of the motion control business to the Brazilian WEG Group. We developed an understanding of the transaction through analysis of the agreements signed between the parties. We analyzed the valuations made by the Board of Directors in determining the transaction under the provisions of IFRS 5 for Assets Held for Sale and Discontinued Operation.
We verified the correct determination of sales prices based on the contractual agreements and verified the calculation of gain or losses recognized in Consolidated Net Profit (Loss) from assets held for sale and discontinued operation.
We also verified the proper recognition of assets held for sale and liabilities held for sale consistent with the scope defined for the disposal.
Finally, we verified the correct application of the relevant accounting standards and checked the completeness and accuracy of the information provided in the notes to the financial statements.
thousand and consolidated liabilities held for sale amounted to euro 871 thousand. Assets Held for Sale and Discontinued Operations are considered a key audit matter for the significance of Business disposed and the materiality of the economic impact on the company's consolidated financial statement.
The directors are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union, as well as with the regulations issued to implement article 9 of Legislative Decree No. 38/05 and, in the terms prescribed by law, for such internal control as they determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
The directors are responsible for assessing the Group's ability to continue as a going concern and, in preparing the consolidated financial statements, for the appropriate application of the going concern basis of accounting, and for disclosing matters related to going concern. In preparing the consolidated financial statements, the directors use the going concern basis of accounting unless they either intend to liquidate Gefran SpA or to cease operations, or have no realistic alternative but to do so.
The board of statutory auditors is responsible for overseeing, in the terms prescribed by law, the Group's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with International Standards on Auditing (ISA Italia) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements.
As part of our audit conducted in accordance with International Standards on Auditing (ISA Italia), we exercised professional judgement and maintained professional scepticism throughout the audit. Furthermore:
● We identified and assessed the risks of material misstatement of the consolidated financial statements, whether due to fraud or error; we designed and performed audit procedures responsive to those risks; we obtained audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
We communicated with those charged with governance, identified at an appropriate level as required by ISA Italia regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identified during our audit.
We also provided those charged with governance with a statement that we complied with the regulations and standards on ethics and independence applicable under Italian law and communicated with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate the related risks, or safeguards applied.
From the matters communicated with those charged with governance, we determined those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We described these matters in our auditor's report.
On 21 April 2016, the shareholders of Gefran SpA in general meeting engaged us to perform the statutory audit of the Company's and the consolidated financial statements for the years ending 31 December 2016 to 31 December 2024.
We declare that we did not provide any prohibited non-audit services referred to in article 5, paragraph 1, of Regulation (EU) No. 537/2014 and that we remained independent of the Company in conducting the statutory audit.
We confirm that the opinion on the consolidated financial statements expressed in this report is consistent with the additional report to those charged with governance, in their capacity as audit committee, prepared pursuant to article 11 of the aforementioned Regulation.
The directors of Gefran SpA are responsible for the application of the provisions of Commission Delegated Regulation (EU) 2019/815 concerning regulatory technical standards on the specification of a single electronic reporting format (ESEF - European Single Electronic Format) (hereinafter, the "Commission Delegated Regulation") to the consolidated financial statements as of 31 December 2022, to be included in the annual report.
We have performed the procedures specified in auditing standard (SA Italia) No. 700B in order to express an opinion on the compliance of the consolidated financial statements with the provisions of the Commission Delegated Regulation.
In our opinion, the consolidated financial statements as of 31 December 2022 have been prepared in XHTML format and have been marked up, in all significant respects, in compliance with the provisions of the Commission Delegated Regulation.
Due to certain technical limitations, some information included in the illustrative notes to the consolidated financial statements when extracted from the XHTML format to an XBRL instance may not be reproduced in an identical manner with respect to the corresponding information presented in the consolidated financial statements in XHTML format.
The directors of Gefran SpA are responsible for preparing a report on operations and a report on the corporate governance and ownership structure of the Gefran Group as of 31 December 2022, including their consistency with the relevant consolidated financial statements and their compliance with the law.
We have performed the procedures required under auditing standard (SA Italia) No. 720B in order to express an opinion on the consistency of the report on operations and of the specific information included in the report on corporate governance and ownership structure referred to in article 123-bis, paragraph 4, of Legislative Decree No. 58/98, with the consolidated financial statements of the Gefran Group as of 31 December 2022 and on their compliance with the law, as well as to issue a statement on material misstatements, if any.
In our opinion, the report on operations and the specific information included in the report on corporate governance and ownership structure mentioned above are consistent with the consolidated financial statements of Gefran Group as of 31 December 2022 and are prepared in compliance with the law.
With reference to the statement referred to in article 14, paragraph 2, letter e), of Legislative Decree No. 39/10, issued on the basis of our knowledge and understanding of the Company and its environment obtained in the course of the audit, we have nothing to report.
The directors of Gefran SpA are responsible for the preparation of the non-financial statement pursuant to Legislative Decree No. 254 of 30 December 2016.
We have verified that the directors approved the non-financial statement.
Pursuant to article 3, paragraph 10, of Legislative Decree No. 254 of 30 December 2016, the nonfinancial statement is the subject of a separate statement of compliance issued by ourselves.
Brescia, 29 March 2023
PricewaterhouseCoopers SpA
Signed by
Alessandro Mazzetti (Partner)
This report has been translated into English from the Italian original solely for the convenience of international readers
in accordance with article 14 of Legislative Decree No. 39 of 27 January 2010 and article 10 of Regulation (EU) No. 537/2014
To the shareholders of Gefran SpA
We have audited the financial statements of Gefran SpA (the Company), which comprise the statement of financial position as of 31 December 2022, statement of profit/(loss) for the year, statement of profit/(loss) for the year and other items of comprehensive income, statement of changes in shareholders' equity, cash flow statement for the year then ended, and specific explanatory notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the financial statements give a true and fair view of the financial position of the Company as of 31 December 2022, and of the result of its operations and cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union, as well as with the regulations issued to implement article 9 of Legislative Decree No. 38/05.
We conducted our audit in accordance with International Standards on Auditing (ISA Italia). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of this report. We are independent of the Company pursuant to the regulations and standards on ethics and independence applicable to audits of financial statements under Italian law. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Note 11 to the specific explanatory notes to the accounts "Equity investments in subsidiaries"
Investments in subsidiaries are accounted for using the cost method, less any impairment losses, which are recognized in the income statement.
The carrying amount as of 31 December 2022 is Euro 24,299 thousand (19% of total assets) and impairment testing of equity investments is required if there are indicators suggesting that such a problem might exist.
The recoverability of the asset is assessed by comparing the book value recognised in the financial statements with the value in use. Value in use is the discounted value of the expected cash flows from use of the asset (Unlevered Discounted Cash Flows Method). The valuation of the recoverable amount of equity
investments in subsidiaries is a key audit matter considering the significant carrying amount and the complexity of the valuation process that requires significant Management estimation, based on economic and market assumptions, including cash flow forecast and the discount rate applied.
Management has developed a sensitivity analysis on the main assumptions underlying the impairment models, in order to assess the impact, on the results of the tests, of variations produced in the main parameters adopted.
We obtained an understanding of the valuation process adopted by the Company in order to determine the recoverability of the carrying amount of investments in subsidiaries and we examined the impairment tests prepared by the Management.
We compared the forecasts approved by the Boards of Directors of the subsidiaries with the assumptions used in the context of the impairment tests.
We analysed the main assumptions adopted focusing on revenues forecast in order to obtain evidence on the development of revenues over the period of the plan, and on the reasonableness of estimated operating costs.
Experts from the PwC network have been involved to conduct a critical examination of the model used and the calculation of the Weighted average cost of capital (Wacc) and the calculation of and the long-term growth rate.
In addition, in order to assess the ability of the Management to make reliable forecasts, we compared the final figures as at 31 December 2022 with the related budget data. We reviewed the sensitivity analysis developed by management on the main assumptions underlying the impairment models, in order to assess the impact, on the results of the tests, of variations produced in the main parameters adopted. We assessed the accuracy and completeness of the disclosures in the specific explanatory notes.
Note 32 to the specific explanatory notes to the accounts "Assets Held for Sale and Discontinued Operations"
On 1 August 2022, the Board of Directors of Gefran S.p.A., the Parent Company, resolved to sign a framework agreement for the disposal of the motion control business to the Brazilian WEG Group for a total of Euro 23 million. The scope of the operation comprises Gefran Drives and Motion S.r.l. based in Gerenzano (Italy) and Siei Areg GmbH based in Pleidelsheim (Germany), both subsidiaries, together with the motion control lines of business of Gefran Siei Drives Technology Co Ltd based in Shanghai (China) and Gefran India Private Ltd based in Pune (India), which are also both subsidiaries. The disposal may be completed in several steps: * the first phase, completed in the fourth quarter of 2022, saw the sale to WEG of the equity interests held in Gefran Drives and Motion S.r.l. and in Siei Areg GmbH.
* on January 3 and March 1, 2023, the motion control business units carved out from Gefran Siei Drives Technology Co Ltd and from Gefran India Private Ltd were sold.
The disposal groups are presented in the schedules as "Assets held for sale and discounted operation" pursuant to the provisions of IFRS 5 accounting standard.
The economic results, assets and liabilities of the disposal groups have been reclassified and, in order to ensure the comparability of data, the related amounts for comparative periods have also been restated in the same way.
The statement of profit/(loss) and other items of comprehensive income that was originally published at 31 December 2021 has been restated, highlighting the effects of applying IFRS 5. Net profit (loss) from assets held for sale and discontinued operation as of December 31, 2022 was negative and amounted to 1,600 thousand euros.
Assets Held for Sale and Discontinued Operations are considered a key audit matter for the
We conducted interviews with the Company's management to understand the transaction related to the disposal of the motion control business to the Brazilian WEG Group. We developed an understanding of the transaction through analysis of the agreements signed between the parties. We analyzed the valuations made by the Board of Directors in determining the transaction under the provisions of IFRS 5 for Assets Held for Sale and Discontinued Operation.
We verified the correct determination of sales prices based on the contractual agreements and verified the calculation of gain or losses recognized in Consolidated Net Profit (Loss) from assets held for sale and discontinued operation.
Finally, we verified the correct application of the relevant accounting standards and checked the completeness and accuracy of the information provided in the notes to the financial statements.
significance of Business disposed and the materiality of the economic impact on the company's financial statement.
The directors are responsible for the preparation of financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union, as well as with the regulations issued to implement article 9 of Legislative Decree No. 38/05 and, in the terms prescribed by law, for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
The directors are responsible for assessing the Company's ability to continue as a going concern and, in preparing the financial statements, for the appropriate application of the going concern basis of accounting, and for disclosing matters related to going concern. In preparing the financial statements, the directors use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
The board of statutory auditors is responsible for overseeing, in the terms prescribed by law, the Company's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with International Standards on Auditing (ISA Italia) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
As part of our audit conducted in accordance with International Standards on Auditing (ISA Italia), we exercised our professional judgement and maintained professional scepticism throughout the audit. Furthermore:
We obtained an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control;
We evaluated the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors;
We communicated with those charged with governance, identified at an appropriate level as required by ISA Italia, regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identified during our audit.
We also provided those charged with governance with a statement that we complied with the regulations and standards on ethics and independence applicable under Italian law and communicated with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate the related risks, or safeguards applied.
From the matters communicated with those charged with governance, we determined those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We described these matters in our auditor's report.
On 21 April 2016, the shareholders of Gefran SpA in general meeting engaged us to perform the statutory audit of the Company's and consolidated financial statements for the years ending 31 December 2016 to 31 December 2024.
We declare that we did not provide any prohibited non-audit services referred to in article 5, paragraph 1, of Regulation (EU) No. 537/2014 and that we remained independent of the Company in conducting the statutory audit.
We confirm that the opinion on the financial statements expressed in this report is consistent with the additional report to those charged with governance, in their capacity as audit committee, prepared pursuant to article 11 of the aforementioned Regulation.
The directors of Gefran SpA are responsible for the application of the provisions of Commission Delegated Regulation (EU) 2019/815 concerning regulatory technical standards on the specification of
a single electronic reporting format (ESEF - European Single Electronic Format) (hereinafter, the "Commission Delegated Regulation") to the financial statements as of 31 December 2022, to be included in the annual report.
We have performed the procedures specified in auditing standard (SA Italia) No. 700B in order to express an opinion on the compliance of the financial statements with the provisions of the Commission Delegated Regulation.
In our opinion, the financial statements as of 31 December 2022 have been prepared in XHTML format in compliance with the provisions of the Commission Delegated Regulation.
The directors of Gefran SpA are responsible for preparing a report on operations and a report on the corporate governance and ownership structure of Gefran SpA as of 31 December 2022, including their consistency with the relevant financial statements and their compliance with the law.
We have performed the procedures required under auditing standard (SA Italia) No. 720B in order to express an opinion on the consistency of the report on operations and of the specific information included in the report on corporate governance and ownership structure referred to in article 123-bis, paragraph 4, of Legislative Decree No. 58/98, with the financial statements of Gefran SpA as of 31 December 2022 and on their compliance with the law, as well as to issue a statement on material misstatements, if any.
In our opinion, the report on operations and the specific information included in the report on corporate governance and ownership structure mentioned above are consistent with the financial statements of Gefran SpA as of 31 December 2022 and are prepared in compliance with the law.
With reference to the statement referred to in article 14, paragraph 2, letter e), of Legislative Decree No. 39/10, issued on the basis of our knowledge and understanding of the Company and its environment obtained in the course of the audit, we have nothing to report.
Brescia, 29 March 2023
PricewaterhouseCoopers SpA
Signed by
Alessandro Mazzetti (Partner)
This report has been translated into English from the Italian original solely for the convenience of international readers
Dear Shareholders,
Gefran S.p.A.'s Board of Statutory Auditors, in compliance with article no. 153 of Legislative Decree no. 58/1998 and article 2429, second paragraph, of the Italian Civil Code, reports to the Shareholders' Meeting to approve the Financial Statements on the supervisory and other activities carried out during the year ended 31 December 2022.
During the 2022 financial year, the Board carried out its activities in compliance with the Law, aligning operations with the "rules of conduct applied to the Board of Statutory Auditors of listed companies" issued by the National Council of Chartered Accountants and Accounting Experts, the recommendations and stipulations of the National Commission for companies and the Stock Exchange (Consob) as regards corporate auditing and the activities of the Board of Statutory Auditors and with the guidelines contained in the Code of Corporate Governance.
It is recalled that the legal auditing tasks pursuant to Legislative Decree no. 39 of 27 January 2010 (Legislative Decree no. 39/2010) were assigned to the external auditors PricewaterhouseCoopers SpA, appointed by the Shareholders' Meeting of 21 April 2016 for the nine year period from 2016 to 2024.
The Board of Statutory Auditors currently in office was appointed by the Shareholders' Meeting held on 28 April 2021.
Also pursuant to the recommendations issued by Consob with Communication DEM/1025564 of 6 April 2001, as amended, within the scope of its functions, the Board of Statutory Auditors:
monitored the compliance and the correct application of the "Regulations for transactions with related parties" adopted by the Board of Directors on 3 August 2017, pursuant to article 4 of the Consob Regulations, under Resolution no. 17221 of 12 March 2010, as amended and supplemented;
monitored the functioning of the corporate information process, verifying compliance with the laws and regulations regarding the preparation and arrangement of the consolidated financial statements and related documents, while also examining the certificates, pursuant to article 81-ter of Consob Regulation no.11971 of 14 May 1999, with subsequent amendments and additions, of the Financial Statements, the Consolidated Financial Statements and the Report on Operations, issued by the Executive in charge of preparing the financial documents, together with the Chief Executive Officer and attached to the Financial Statements;
The Company has prepared its 2022 financial statements according to the international accounting standards (IAS/IFRS). These financial statements were submitted for an independent audit to be conducted by PricewaterhouseCoopers SpA, which issued its Report on 29 March 2023.
The Company has also prepared the 2022 consolidated financial statements of the Gefran Group in compliance with the international accounting standards (IAS/IFRS). These financial statements were also submitted for an independent audit conducted by PricewaterhouseCoopers SpA, which issued its Report on 29 March 2023.
In compliance with the provisions of Delegated Regulation (EU) 2019/815 of the European Commission, the Company prepared the 2022 Financial Statements, and the 2022 Consolidated Financial Statements and the Explanatory Notes in the European Single Electronic Format (ESEF). The external auditors PricewaterhouseCoopers SpA carried out the specific audit procedures in this regard confirming compliance with the provisions of the Delegated Regulation.
The Company also prepared its Sustainability Report including the Consolidated Non-Financial Statement as at 31 December 2022 pursuant to Legislative Decree no. 254/2016 and with reference to the international reporting standards issued by Global Reporting Initiatives "Substainability Reporting Standards" in the GRI-Referenced version. This Statement was also submitted for audit by PricewaterhouseCoopers SpA, which issued its report on 29 March 2023. In this regard, the Board of Statutory Auditors, in compliance with the provisions of Legislative Decree no. 254 of 30 December 2016, monitored compliance with the provisions set out in the decree and in Consob resolution no. 20267 of 18/01/2018. No facts have emerged from these activities that may be reported.
With regard to opinions and declarations, the external auditors, in their audit report on the financial statements, have:
• expressed the opinion that Gefran's separate and consolidated financial statements provide a truthful and correct representation of the equity and financial situation of Gefran and of the Group at 31 December 2022 and of the net result and cash flows for the year closed on that date, in accordance with the international financial reporting standards adopted by the European Union and the provisions issued pursuant to article 9 of Legislative Decree no. 38/05;
On 29 March 2023 the external auditors also submitted to the Board of Statutory Auditors the Additional Report required by article 11 of EU Regulation no. 537/2014, which reports no significant deficiencies in the internal control system, with reference to the financial reporting process, worthy of being brought to the attention of those responsible for corporate governance. Enclosed with the additional report, the external auditors also submitted to the Board of Statutory Auditors a declaration relating to their independence, as required by article 6 of EU regulation no. 537/2014, from which no situations emerge that could compromise their independence.
Furthermore, the Board has also taken due account of the transparency report prepared by the external auditors and published on their website pursuant to article 18 of Legislative Decree 39/2010.
Based on the activities carried out and considering the evolving nature of the Internal Control System, the Board of Statutory Auditors has expressed an assessment of the overall adequacy of the same and acknowledged, in its capacity as Internal Control and Auditing Committee, that there are no relevant findings to report to the Shareholders' meeting.
The external auditors PricewaterhouseCoopers SpA have communicated the fees for the auditing of the separate and consolidated financial statements of Gefran S.p.A. at 31 December 2021 and of the Gefran Group, as well as for limited auditing of interim reports, for the performance of control activities on the keeping of accounting records and all additional assigned tasks. The fees may be broken down as follows, referencing the Directors' Report on Operations for additional details:
| Accounts audit | Pwc Spa | Parent Company | 118 |
|---|---|---|---|
| Accounts audit | Pwc Spa | Subsidiaries | 53 |
| Accounts audit | Pwc network | Subsidiaries | 228 |
| External audit Non-Financial Statement | Pwc Spa | Parent Company | 20 |
| Certification services. | Pwc Spa | Parent Company | 8 |
| Total Euro | 427 |
Taking into account the tasks assigned to them and to their network by Gefran S.p.A. and by the Group companies, the Board of Statutory Auditors does not believe that there are any critical issues concerning the independence of the external auditors.
Among the most relevant transactions reported for 2022, the following should be noted, referencing the Directors' Report on Operations for additional details:
• On 28 April 2022, the Ordinary Shareholders' Meeting of Gefran S.p.A. resolved, among other things, to:
Approve the financial statements for the year 2022 showing a profit 9,204,709 Euro and distribute a gross dividend of 0.38 Euro per share, allocating the amount corresponding to the portion of the net profit after distribution to previous years' profits.
The Board of Directors acknowledges:
that it has assessed and monitored the adequacy of the internal control system through: a) a review of the report from the Internal Audit Manager about the internal control system; b) a review of the reports from Internal Audit and reporting on the results of monitoring; c) attendance at the meetings of the Control and Risk Committee and acquisition of the related documentation; d) meetings with the executive in charge of financial reporting. Participation in the meetings of the Control and Risk Committee enabled the Board of Statutory Auditors to coordinate with the Committee the performance of its functions as "Internal Control and Audit Committee" pursuant to article 19 of Legislative Decree no. 39/2010 and, in particular, to supervise; a) on the financial reporting process; b) the effectiveness of internal control systems, internal audit and risk management; c) on the legal audit of the accounts; d) on aspects relating to the independence of the independent auditor;
that it has met with the staff of the external auditors PricewaterhouseCoopers SpA, pursuant to article 150, third paragraph, of TUF and no significant data or information that needs to be included in this Report has emerged from the exchange of information. Moreover, no significant matters nor significant deficiencies in the internal control system, with reference to the financial reporting process, have emerged during the auditing.
that it has verified compliance with the laws concerning the preparation of the separate and consolidated financial statements and the Directors' Report on Operations, both directly and with the assistance of the managers of the company's functions and through information obtained by the external auditors, and it does not have any particular observations to report. In this regard, pursuant to article 2426, first paragraph, point 5, it has expressed its agreement to inclusion in the annual financial statements of development costs totalling 333 thousand Euro;
that it has received, as requested by Consob with the Reminder no. 1/2021 of 16 February 2021, with regard to the pandemic's effects on the Company and the Group, an adequate information flow from the Board of Directors;
During the year 2022, the Board of Statutory Auditors met 9 times and attended 13 meetings held by the Board of Directors, 5 meetings held by the Control and Risk Committee, 3 meetings held by the Appointments and Remuneration Committee, and 3 meetings held by the Sustainability Committee.
* * *
Based on its own activity and on the acquired information, the Board of Statutory Auditors has found no omissions, reprehensible facts, irregularities, or any circumstance that would require reporting to the supervisory body or mentioning in this Report.
The Board of Statutory Auditors, acknowledging the financial statements at 31 December 2022, has no objections regarding the proposal for resolutions submitted by the Board of Directors. Milan, 29 March 2023
Roberta Dell'Apa Chair Luisa Anselmi Standing Auditor Primo Ceppellini Standing Auditor
GEFRAN S.p.A. Share capital 14,400,000 fully paid up. Registered offices in Provaglio d'Iseo (BS), Via Sebina, no. 74 Tax code and Brescia Companies' Register No. 03032420170
www.gefran.com
Gefran EDITORIAL COORDINATION
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