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Gefran — Interim / Quarterly Report 2017
Aug 4, 2017
4059_ir_2017-08-04_ea35f0af-b8ff-47ea-b288-798652c43c75.pdf
Interim / Quarterly Report
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GEFRAN GROUP SEMI-ANNUAL FINANCIAL REPORT AS AT 30 JUNE 2017
| CORPORATE BODIES 5 | ||
|---|---|---|
| KEY CONSOLIDATED INCOME STATEMENT AND STATEMENT OF FINANCIAL POSITION FIGURES 6 | ||
| ALTERNATIVE PERFORMANCE INDICATORS 7 | ||
| REPORT ON OPERATIONS 9 | ||
| 1. | STRUCTURE OF THE GEFRAN GROUP 11 | |
| 2. | GEFRAN GROUP ACTIVITIES 12 | |
| 3. | GEFRAN CONSOLIDATED RESULTS 13 | |
| 3.1. | CONSOLIDATED INCOME STATEMENT OF THE QUARTER 13 | |
| 3.2. | YTD CONSOLIDATED INCOME STATEMENT 15 | |
| 3.3. | CONSOLIDATED STATEMENT OF FINANCIAL POSITION 18 | |
| 4. | INVESTMENTS 21 | |
| 5. | RESULTS BY BUSINESS AREA 22 | |
| 5.1. | SENSORS 22 | |
| 5.2. | AUTOMATION COMPONENTS 24 | |
| 5.3. | DRIVES 25 | |
| 6. | RESEARCH AND DEVELOPMENT 26 | |
| 7. | HUMAN RESOURCES 28 | |
| 8. | MAIN RISKS AND UNCERTAINTIES TO WHICH THE GEFRAN GROUP IS EXPOSED 29 | |
| 8.1. | EXTERNAL RISKS 30 | |
| 8.2. | INTERNAL RISKS 32 | |
| 9. | SIGNIFICANT EVENTS DURING THE YEAR 36 | |
| 10. | SIGNIFICANT EVENTS AFTER YEAR END 36 | |
| 11. | OUTLOOK 37 | |
| 12. | OWN SHARES AND SHARE PRICE PERFORMANCE 37 | |
| 13. | DEALINGS WITH RELATED PARTIES 38 | |
| 14. | DEROGATION FROM THE OBLIGATIONS TO PUBLISH THE INFORMATION DOCUMENTS 39 | |
| CONSOLIDATED FINANCIAL STATEMENTS 41 | ||
| 1. | STATEMENT OF PROFIT/(LOSS) FOR THE PERIOD 43 | |
| 2. | STATEMENT OF PROFIT/(LOSS) FOR THE PERIOD AND OTHER ITEMS OF COMPREHENSIVE INCOME 44 | |
| 3. | STATEMENT OF FINANCIAL POSITION 45 | |
| 4. | CONSOLIDATED CASH FLOW STATEMENT 46 | |
| 5. | STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY 47 | |
| NOTES TO THE ACCOUNTS 49 | ||
| ANNEXES 83 | ||
| CERTIFICATION OF CONSOLIDATED FINANCIAL STATEMENTS PURSUANT TO ARTICLE 81-TER OF CONSOB | ||
| REGULATION 11971 OF 14 MAY 1999, AS AMENDED AND SUPPLEMENTED. 89 | ||
| EXTERNAL AUDITOR"' REPORT 91 |
CORPORATE BODIES
Board of Directors
Chairman Ennio Franceschetti Chief Executive Officer Alberto Bartoli Director Andrea Franceschetti Director Daniele Piccolo (*) Director Monica Vecchiati (*) Director Romano Gallus
Vice-chairman Maria Chiara Franceschetti Director Giovanna Franceschetti Director Mario Benito Mazzoleni (*)
Board of Statutory Auditors
| Marco Gregorini |
|---|
| Primo Ceppellini |
| Roďeƌta Dell'Apa |
| Guido Ballerio |
| Rossella Rinaldi |
Internal Control Committee
- Daniele Piccolo
- Monica Vecchiati
- Mario Benito Mazzoleni
Remuneration Committee
- Romano Gallus
- Daniele Piccolo
- Monica Vecchiati
External auditor
PricewaterhouseCoopers S.p.A.
OŶ Ϯϭ Apƌil ϮϬϭϲ, the oƌdiŶaƌLJ shaƌeholdeƌs' ŵeetiŶg of GefƌaŶ ".p.A. eŶgaged auditiŶg fiƌŵ PricewaterhouseCoopers S.p.A. to audit the separate annual financial statements of Gefran S.p.A., as well as the consolidated annual and interim financial statements of the Gefran Group for a period of nine years until the approval of the financial statements for 2024, in accordance with Italian Legislative Decree 39/2010.
(*) Independent directors pursuant to the Consolidated Law on Finance (TUF) and the Code of Conduct
KEY CONSOLIDATED INCOME STATEMENT AND STATEMENT OF FINANCIAL POSITION FIGURES
The amounts shown below only refer to continuing operations, unless otherwise specified.
Group income statement highlights
| (EUR /000) | 30 June 2017 | 30 June 2016 | 2Q 2017 | 2Q 2016 | ||||
|---|---|---|---|---|---|---|---|---|
| Revenues | 65,050 | 100.0% | 59,662 | 100.0% | 32,772 | 100.0% | 30,138 | 100.0% |
| EBITDA | 9,058 | 13.9% | 4,626 | 7.8% | 4,762 | 14.5% | 2,912 | 9.7% |
| Earnings before interest and taxes (EBIT) | 6,091 | 9.4% | 1,512 | 2.5% | 3,289 | 10.0% | 1,355 | 4.5% |
| Profit (loss) before tax | 5,023 | 7.7% | 846 | 1.4% | 2,464 | 7.5% | 1,528 | 5.1% |
| Result from operating activities | 4,443 | 6.8% | 55 | 0.1% | 2,635 | 8.0% | 1,253 | 4.2% |
| Result from assets held for sale | 0 | 0.0% | 486 | 0.8% | 0 | 0.0% | 0 | 0.0% |
| Group net profit (loss) | 4,443 | 6.8% | 541 | 0.9% | 2,635 | 8.0% | 1,253 | 4.2% |
Group income statement highlights, excluding non-recurring components
| (EUR /000) | 30 June 2017 | 30 June 2016 | 2Q 2017 | 2Q 2016 | ||||
|---|---|---|---|---|---|---|---|---|
| Revenues | 65,050 | 100.0% | 59,141 | 100.0% | 32,772 | 100.0% | 30,138 | 100.0% |
| EBITDA | 9,379 | 14.4% | 6,144 | 10.4% | 4,762 | 14.5% | 3,059 | 10.1% |
| Earnings before interest and taxes (EBIT) | 6,412 | 9.9% | 3,030 | 5.1% | 3,289 | 10.0% | 1,502 | 5.0% |
| Profit (loss) before tax | 5,344 | 8.2% | 2,364 | 4.0% | 2,464 | 7.5% | 1,675 | 5.6% |
| Result from operating activities | 4,764 | 7.3% | 1,573 | 2.7% | 2,635 | 8.0% | 1,400 | 4.6% |
| Result from assets held for sale | 0 | 0.0% | 486 | 0.8% | 0 | 0.0% | 0 | 0.0% |
| Group net profit (loss) | 4,764 | 7.3% | 2,059 | 3.5% | 2,635 | 8.0% | 1,400 | 4.6% |
Group statement of financial position highlights
| (EUR /000) | 30 June 2017 | 31 December 2016 |
|---|---|---|
| Invested capital from operations | 76,502 | 78,612 |
| Net working capital | 28,985 | 35,754 |
| "haƌeholdeƌs' eƋuitLJ | 68,126 | 66,908 |
| Net debt (financial position) | (9,590) | (12,918) |
| (EUR /000) | 30 June 2017 | 30 June 2016 |
| Operating cash flow | 10,491 | 8,679 |
| Investments | 2,724 | 1,563 |
ALTERNATIVE PERFORMANCE INDICATORS
In addition to the conventional financial tables and indicators required under IFRS, this document includes restated tables and alternative performance indicators. These are intended to allow a better assessŵeŶt of the Gƌoup's eĐoŶoŵiĐ aŶd fiŶaŶĐial ŵaŶageŵeŶt. Hoǁeǀeƌ, these taďles aŶd iŶdiĐatoƌs must not be considered as a substitute for those required under the IFRS.
Specifically, the alternative indicators used in the notes to the income statement are:
- Added value: the direct margin resulting from revenues, including only direct material, gross of other production costs, such as personnel costs, services and other sundry costs;
- EBITDA: operating result before depreciation, amortisation and write-downs. The purpose of this iŶdiĐatoƌ is to pƌeseŶt the Gƌoup's opeƌatiŶg pƌofitaďilitLJ ďefoƌe the ŵaiŶ ŶoŶ-monetary items;
- EBIT: operating result before financial operations and taxes. The purpose of this indicator is to present the Group's operating profitability.
Alternative indicators used in the notes to the reclassified statement of financial position are:
- Net non-current assets: the algebraic sum of the following items in the statement of financial position:
- Goodwill
- Intangible assets
- Property, plant, machinery and tools
- Shareholdings valued at equity
- Equity investments in other companies
- Receivables and other non-current assets
- Deferred tax assets
- Working capital: the algebraic sum of the following items in the statement of financial position:
- Inventories
- Trade receivables
- Trade payables
- Other assets
- Tax receivables
- Current provisions
- Tax payables
- Other liabilities
- Net invested capital: the algebraic sum of fixed assets, operating capital and provisions;
- Net debt: the algebraic sum of the following items:
- Medium-to-long-term financial payables
- Short-term financial payables
- Financial liabilities for derivatives
- Financial assets for derivatives
- Cash and cash equivalents and short-term financial receivables
REPORT ON OPERATIONS
1. STRUCTURE OF THE GEFRAN GROUP
2. GEFRAN GROUP ACTIVITIES
The Gefran Group operates in three main business areas: industrial sensors, automation components and drives for the electronic control of electric motors.
The Group offers a complete range of products and tailored turnkey solutions in numerous automation sectors. 71% of its revenues are generated abroad.
Sensors
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. In certain product families, Gefran is world leader. The sensors business generates two thirds of its revenues abroad.
Automation components
The electronic automation components business is divided along 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 sets itself apart with 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 half of its sales through exports.
Drives
The drives business develops products and solutions to regulate speed and control AC, DC and brushless electric motors. Products (inverters, armature converters and servodrives) 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 drives business generates 68% of its revenues abroad.
3. GEFRAN CONSOLIDATED RESULTS
3.1. CONSOLIDATED INCOME STATEMENT OF THE QUARTER
| 2Q 2017 | 2Q 2016 | 2017-2016 Chg. | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (EUR /000) | Excl. | Incl | Fin- | Excl. | Incl | Fin- Excl. non rec. | % | |||
| non-rec. | non-rec. | al | non-rec. | non-rec. | al | Value | ||||
| a | Revenues | 32,772 | 32,772 | 30,138 | 30,138 | 2,634 | 8.7% | |||
| b | Increases for internal work | 142 | 142 | 292 | 292 | (150) | 51.4% | |||
| c | Consumption of materials and products | 11,446 | 11,446 | 10,526 | 10,526 | 920 | 8.7% | |||
| d | Added Value (a+b-c) | 21,468 | 21,468 | 19,904 | 19,904 | 1,564 | 7.9% | |||
| e | Other operating costs | 5,744 | 5,744 | 5,628 | 5,628 | 116 | 2.1% | |||
| f | Personnel costs | 10,962 | 10,962 | 11,217 | (147) | 11,364 | (255) | 2.3% | ||
| g | EBITDA (d-e-f) | 4,762 | 4,762 | 3,059 | 147 | 2,912 | 1,703 | 55.7% | ||
| h | Depreciation, amortisation and impairments | 1,473 | 1,473 | 1,557 | 1,557 | (84) | 5.4% | |||
| i | EBIT (g-h) | 3,289 | 3,289 | 1,502 | 147 | 1,355 | 1,787 | 119.0% | ||
| l | Gains (losses) from financial assets/liabilities | (756) | (756) | 139 | 139 | (895) | 643.9% | |||
| m | Gains (losses) from shareholdings valued at equity | (69) | (69) | 34 | 34 | (103) | 302.9% | |||
| n | Profit (loss) before tax (i±l±m) | 2,464 | 2,464 | 1,675 | 147 | 1,528 | 789 | 47.1% | ||
| o | Taxes | 171 | 171 | (275) | (275) | 446 | 162.2% | |||
| p | Result from operating activities (n±o) | 2,635 | 0 | 2,635 | 1,400 | 147 | 1,253 | 1,235 | 88.2% | |
| q | Result from assets held for sale | 0 | 0 | 0 | 0 | 0 | ||||
| r | Group net profit (loss) (p±q) | 2,635 | 0 | 2,635 | 1,400 | 147 | 1,253 | 1,235 | 88.2% |
For the second quarter of 2017, revenues were EUR 32,772 thousand, an increase of EUR 2,634 thousand or 8.7% on the same period in 2016, thanks to the positive results registered in all the geographic areas the Group operates in, with the exception of the European Union and non-EU Europe, which decreased in the quarter.
The table below shows the breakdown of revenues for the quarter by geographic area:
The breakdown by area geographic shows significant revenue growth in Asia (+21.2%) and Italy (+16%), while sales in non-EU Europe (-25.3%) and EU Europe (-1.4%) decrease.
The table below shows the breakdown of revenues by business area in the second quarter of 2017 and a comparison with the same period of the previous year:
| (EUR /000) | 2Q 2017 | 2Q 2016 | Change 2017-2016 | |||
|---|---|---|---|---|---|---|
| value | % | value | % | value | % | |
| Sensors | 15,218 | 46.4% | 12,669 | 42.0% | 2,549 | 20.1% |
| Automation components | 9,362 | 28.6% | 8,495 | 28.2% | 867 | 10.2% |
| Drives | 9,377 | 28.6% | 9,842 | 32.7% | (465) | -4.7% |
| Eliminations | (1,185) | -3.6% | (868) | -2.9% | (317) | 36.5% |
| Total | 32,772 | 100% | 30,138 | 100% | 2,634 | 9% |
EBITDA in the second quarter was EUR 4,762 thousand (EUR 2,912 thousand in the second quarter of 2016) and was equal to 14.5% of revenues (9.7% in 2016), up therefore by EUR 1,850 thousand compared with the second quarter of 2016, mainly due to the increase in revenues and overall increase in margins achieved, only partially offset by inventory write-downs, up by EUR 834 thousand, and capitalisations, down by EUR 150 thousand.
Excluding non-recurring items recorded in 2016, EBITDA for the second quarter of 2017 improved by EUR 1,703 thousand compared to the same period of the previous year.
EBIT for the second quarter of 2017 was positive at EUR 3,289 thousand or 10% of revenues, compared to an EBIT of EUR 1,355 thousand or 4.5% of revenues in the second quarter of 2016, with an increase of EUR 1,934 thousand.
Excluding the non-recurring items already mentioned recorded in 2016, EBIT for the second quarter of 2017 was EUR 1,787 thousand more compared to the same period of 2016.
Group net profit of the second quarter of 2017 was EUR 2,635 thousand, compared to a profit of EUR 1,253 thousand in the same period of 2016, with an improvement of EUR 1,382 thousand.
The improvement was due to the higher EBIT achieved, equal to 1,934 thousand euros, partially offset by the net result from financial operations, which in the second quarter of 2017 was negative overall and equal to EUR 756 thousand , a decrease of EUR 895 thousand compared to the second quarter 2016.
3.2. YTD CONSOLIDATED INCOME STATEMENT
| 30 June 2017 | 30 June 2016 | 2017-2016 Chg. | |||||||
|---|---|---|---|---|---|---|---|---|---|
| (EUR /000) | Excl. | Incl. | Fin- | Excl. | Incl. | Fin- Excl. non rec | % | ||
| non-rec. | non-rec. | al | non-rec. | non-rec. | al | value. | |||
| a | Revenues | 65,050 | 65,050 | 59,141 | (521) | 59,662 | 5,909 | 10.0% | |
| b | Increases for internal work | 310 | 310 | 700 | 700 | (390) | 55.7% | ||
| c | Consumption of materials and products | 22,567 | 22,567 | 20,065 | 20,065 | 2,502 | 12.5% | ||
| d | Added Value (a+b-c) | 42,793 | 42,793 | 39,776 | (521) | 40,297 | 3,017 | 7.6% | |
| e | Other operating costs | 11,328 | 11,328 | 11,191 | 11,191 | 137 | 1.2% | ||
| f | Personnel costs | 22,086 | (321) | 22,407 | 22,441 | (2,039) | 24,480 | (355) | 1.6% |
| g | EBITDA (d-e-f) | 9,379 | 321 | 9,058 | 6,144 | 1,518 | 4,626 | 3,235 | 52.7% |
| h | Depreciation, amortisation and impairments | 2,967 | 2,967 | 3,114 | 3,114 | (147) | 4.7% | ||
| i | EBIT (g-h) | 6,412 | 321 | 6,091 | 3,030 | 1,518 | 1,512 | 3,382 | 111.6% |
| l | Gains (losses) from financial assets/liabilities | (993) | (993) | (622) | (622) | (371) | 59.6% | ||
| m | Gains (losses) from shareholdings valued at equity | (75) | (75) | (44) | (44) | (31) | 70.5% | ||
| n | Profit (loss) before tax (i±l±m) | 5,344 | 321 | 5,023 | 2,364 | 1,518 | 846 | 2,980 | 126.1% |
| o | Taxes | (580) | (580) | (791) | (791) | 211 | 26.7% | ||
| p | Result from operating activities (n±o) | 4,764 | 321 | 4,443 | 1,573 | 1,518 | 55 | 3,191 | 202.9% |
| q | Result from assets held for sale | 0 | 0 | 486 | 486 | (486) | 100.0% | ||
| r | Group net profit (loss) (p±q) | 4,764 | 321 | 4,443 | 2,059 | 1,518 | 541 | 2,705 | 131.4% |
The main income statement items and comments are shown below.
Revenues in the first half of 2017 amounted to EUR 65,050 thousand, up compared to the same period of 2016 mainly due to the positive results recorded in almost all markets, and particularly in Asia, Italy, the European Union and South America, mainly generated by the sensor and automation component business areas. The growth was also influenced by exchange rates, which had a positive effect overall of EUR 359 thousand.
Revenues for the first half of 2016 included government grants recorded by the Chinese branch, equal to EUR 521 thousand, relating to incentives for research and development granted to technology companies; net of these grants, growth in the first half 2017 amounted to 10%.
New orders in the first half totalled EUR 68,669 thousand, up by EUR 2,518 thousand (+3.8%) compared to the first half of 2016. The positive trend in order growth continued, mainly due to the positive performance of the sensor business.
The table and chart below show the breakdown of revenues by geographic area:
| 30 June 2017 | 30 June 2016 | Chg. 2017-2016 | ||||||
|---|---|---|---|---|---|---|---|---|
| (EUR /000) | value | % | value | % | value | % | ||
| Italy | 19,184 | 29.5% | 17,649 | 29.6% | 1,535 | 8.7% | ||
| European Union | 17,390 | 26.7% | 16,567 | 27.8% | 823 | 5.0% | ||
| Europe non-EU | 3,296 | 5.1% | 3,274 | 5.5% | 22 | 0.7% | ||
| North America | 7,434 | 11.4% | 7,416 | 12.4% | 18 | 0.2% | ||
| South America | 2,276 | 3.5% | 1,875 | 3.1% | 401 | 21.4% | ||
| Asia | 15,052 | 23.1% | 12,567 | 21.1% | 2,485 | 19.8% | ||
| Rest of the World | 418 | 0.6% | 314 | 0.5% | 104 | 33.1% | ||
| Total | 65,050 | 100% | 59,662 | 100% | 5,388 | 9.0% |
In the breakdown by geographic area, all areas grew, particularly Asian markets, Italy and the European Union. North America also recovered, whose decrease in the first quarter was due to a delay in order taking.
The table below shows the breakdown of revenues by business area as at 30 June 2017 and a comparison with the same period of the previous year:
| (EUR /000) | 30 June 2017 | 30 June 2016 | 2017-2016 Chg. | ||||
|---|---|---|---|---|---|---|---|
| value | % | value | % | value | % | ||
| Sensors | 29,942 | 46.0% | 25,237 | 42.3% | 4,705 | 18.6% | |
| Automation components | 18,667 | 28.7% | 16,484 | 27.6% | 2,183 | 13.2% | |
| Drives | 18,599 | 28.6% | 19,536 | 32.7% | (937) | -4.8% | |
| Eliminations | (2,158) | -3.3% | (1,595) | -2.7% | (563) | 35.3% | |
| Total | 65,050 | 100% | 59,662 | 100% | 5,388 | 9.0% |
The breakdown of revenues by business area in the first half of 2017 shows growth, compared to the same period of 2016, in the sensor business and automation component business of EUR 4,705 thousand (+18.6%) and EUR 2,183 thousand (+13.2%), respectively. Drives were down, with revenues decreasing by EUR 937 thousand (-4.8%), also due to government grants received in the first half of 2016, without which revenues would have decreased by EUR 416 thousand (-2.1%).
Added value in the first half amounted to EUR 42,793 thousand (65.8% of revenues), an increase of EUR 2,496 thousand compared to the same period of 2016, thanks to the increase in volumes and margins, which generated an improvement in added value of EUR 4,357 thousand, partially offset by the increase in provisions for inventory write-downs of EUR 1,471 thousand. Added value as a percentage was down compared to the same period in 2016 (-1.8%).
Other operating costs in the first half of 2017 amounted to EUR 11,328 thousand, in line with the first half of 2016 in absolute value and with a declining percentage of revenues (from 18.8% in the first half of 2016 to the current 17.4%).
Personnel costs in the first six months of 2017 amounted to EUR 22,407 thousand compared to EUR 24,480 thousand in the same period of 2016; this item includes non-recurring negative components amounting to EUR 321 thousand in the first half of 2017, relating to the last part of the Group's reorganisation process starting in 2016, compared to non-recurring items recorded in the first half of 2016 amounting to EUR 2,039 thousand. Net of these components, the labour cost in the first six months of 2017 was in line with the same period of 2016.
EBITDA in the first half amounted to EUR 9,058 thousand, up by EUR 4,432 thousand compared to the same period of 2016 and equivalent to 13.9% of revenues (7.8% in the first half of 2016), owing to the combined effect of increased revenues and margins.
Excluding the non-recurring items illustrated above, EBITDA for the first half of 2017 amounted to EUR 9,379 thousand (14.4% of revenues) compared to the first half of 2016 amounting to EUR 6,144 thousand (10.4% of revenues) with a growth of EUR 3,235 thousand.
EBIT for the first half of 2017 was positive at EUR 6,091 thousand (9.4% of revenues), compared with EUR 1,512 thousand in the same period of 2016 (2.5% of revenues).
EBIT for the first half of 2017, excluding the aforementioned non-recurring items, amounted to EUR 6,412 thousand, compared to the EBIT of the same period of 2016 of EUR 3,030, with growth of EUR 3,382 thousand.
Net financial charges for the first half of 2017 amounted to EUR 993 thousand, an increase of EUR 371 thousand compared with the first half of 2016, when they amounted to EUR 622 thousand. They include financial charges relating to Group debt of EUR 294 thousand (EUR 461 thousand as at 30 June 2016), financial income of EUR 53 thousand and the negative balance of EUR 752 thousand resulting from differences in currency transactions (this was a negative amount of EUR 221 thousand in the first half of 2016).
Charges from shareholdings valued at equity were EUR 75 thousand (again negative and amounting to EUR 44 thousand in the first half of 2016), and mainly relate to the portion of the result of the Ensun Group.
Taxes were negative in the amount of EUR 580 thousand in the first half of 2017, compared to a negative figure of EUR 791 thousand in the same period of the previous year. They comprise negative current taxes of EUR 1,261 thousand (EUR 898 thousand in the first half of 2016) and positive deferred taxes amounting to EUR 681 thousand (positive in the amount of EUR 107 thousand in the first half of 2016). The increase in current taxes is mainly attributable to the positive result achieved by the Parent Company, while the change in positive deferred taxes is due to the recognition of deferred tax assets in the Parent Company and in the subsidiary Gefran France.
The result from operating activities in the first half of 2017 was positive in the amount of EUR 4,443 thousand, compared to a positive result of EUR 55 thousand in the same period of 2016.
Excluding all non-recurring items, the result from operating activities was EUR 4,764 thousand , compared with the positive result of EUR 1,573 thousand in the first half of 2016.
The result from assets held for sale in the first half of 2017 is zero, compared with a positive result of EUR 486 thousand in the same period of 2016, which included the effects of the sale of the business unit relating to the distribution of sensors and automation components in the Iberian Peninsula to a Spanish distributor.
Group net profit in the first half of 2017 was EUR 4,443 thousand, compared to a profit of EUR 541 thousand in the same period of 2016.
Excluding all non-recurring items, net profit was EUR 4,764 thousand , compared with the positive result of EUR 2,059 thousand in the first half of 2016.
3.3. CONSOLIDATED STATEMENT OF FINANCIAL POSITION
The reclassified consolidated statement of financial position of the Gefran Group as at 30 June 2017 is shown below.
| GEFRAN GROUP | 30 June 2017 | 31 December 2016 | ||
|---|---|---|---|---|
| (EUR /000) | value | % | value | % |
| Intangible assets | 13,356 | 17.2 | 14,353 | 18.0 |
| Tangible assets | 37,127 | 47.8 | 36,931 | 46.3 |
| Financial assets | 11,068 | 14.2 | 10,176 | 12.7 |
| Net non-current assets | 61,551 | 79.2 | 61,460 | 77.0 |
| Inventories | 20,673 | 26.6 | 21,589 | 27.0 |
| Trade receivables | 30,531 | 39.3 | 30,745 | 38.5 |
| Trade payables | (22,219) | (28.6) | (16,580) | (20.8) |
| Other assets/liabilities | (6,376) | (8.2) | (9,925) | (12.4) |
| Working capital | 22,609 | 29.1 | 25,829 | 32.4 |
| Provisions for risks and future liabilities | (2,088) | (2.7) | (2,460) | (3.1) |
| Deferred tax provisions | (960) | (1.2) | (1,005) | (1.3) |
| Employee benefits | (4,610) | (5.9) | (5,212) | (6.5) |
| Invested capital from operations | 76,502 | 98.4 | 78,612 | 98.5 |
| Invested capital from assets held for sale | 1,214 | 1.6 | 1,214 | 1.5 |
| Net invested capital | 77,716 | 100.0 | 79,826 | 100.0 |
| "haƌeholdeƌs' eƋuitLJ | 68,126 | 87.7 | 66,908 | 83.8 |
| Non-current financial payables | 11,359 | 14.6 | 16,045 | 20.1 |
| Current financial payables | 17,301 | 22.3 | 17,134 | 21.5 |
| Financial liabilities for derivatives | 65 | 0.1 | 220 | 0.3 |
| Financial assets for derivatives | (3) | (0.0) | (4) | (0.0) |
| Non-current financial assets | (181) | (0.2) | - | - |
| Cash and cash equivalents and current financial receivables | (18,951) | (24.4) | (20,477) | (25.7) |
| Net debt relating to operations | 9,590 | 12.3 | 12,918 | 16.2 |
| Total sources of financing | 77,716 | 100.0 | 79,826 | 100.0 |
Net non-current assets at 30 June 2017 were EUR 61,551 thousand, compared with EUR 61,460 thousand at 31 December 2016. The main changes were as follows:
- intangible assets registered an overall decrease of EUR 997 thousand. This includes increases for new investments (EUR 112 thousand), the capitalisation of development costs (EUR 297 thousand), as well as decreases due to amortisation for the period (EUR 1,160 thousand) and negative exchange rate effects (EUR 246 thousand).
- tangible assets increased by EUR 196 thousand compared with 31 December 2016. they include investments in the period (EUR 2,315), offset by amortisation (EUR 1,807 thousand), plus negative exchange differences (EUR 311 thousand);
- financial fixed assets as at 30 June 2017 amounted to EUR 11,068 thousand, up by EUR 812 thousand compared to the figure as at 31 December 2016, mainly due to the re-measurement
of equity investments in other companies stated at fair value (equal to EUR 369 thousand) and recognition of deferred tax assets (for a total of EUR 703 thousand).
Operating capital was EUR 22,609 thousand at 30 June 2017, compared with EUR 25,829 thousand at 31 December 2016, disclosing an overall decrease of EUR 3,220 thousand. The main changes were as follows:
- inventories went from EUR 21,589 thousand in December 2016 to the current EUR 20,673 thousand, with a decrease of EUR 916 thousand; the change is attributable to the adjustment of the reserve for inventory write-downs carried out in the first half of 2017 and equal to a total of EUR 2,589 thousand;
- trade receivables totalled EUR 30,531 thousand, a decrease of EUR 214 thousand compared to 31 December 2016, mainly owing to the reduction in the average collection days from customers, together with a decrease in the incidence of the payment delays compared with the contractual conditions;
- trade payables amounted to EUR 22,219 thousand and rose by EUR 5,639 thousand compared to 31 December 2016, thanks to the rise in average payment days of suppliers, especially in the Parent Company Gefran S.p.A.;
- other net assets and liabilities, negative in the amount of EUR 6,376 thousand as at 30 June 2017, were down by EUR 3,549 thousand compared to 31 December 2016 (EUR 9,925 thousand as at 31 December 2016). The decrease was mainly due to the payment of incentives and payables to employees of the Parent Company Gefran S.p.A..
Provisions for risks and future liabilities were EUR 2,088 thousand, an decrease of EUR 372 thousand with respect to 31 December 2016. These include provisions for legal disputes in progress and miscellaneous risks. The change mainly refers to changes in the legal disputes and product warranty provisions.
Shaƌeholdeƌs' eƋuity at 30 June 2017 came to EUR 68,126 thousand, compared with EUR 66,908 thousand at 31 December 2016. The increase was generated by the positive result for the period of EUR 4,443 thousand, the effect of the sale of own shares for EUR 1,129 thousand and the increase in the fair value measurement reserve of EUR 528 thousand, partially absorbed by the distribution of dividends amounting to EUR 3,596 thousand and by the negative change in the conversion reserve of EUR 1,335 thousand.
The table below shows a reconciliation between the Parent Company's shareholders' equity and operating result of the period and those of the consolidated financial statements:
| 30 June 2017 | 31 December 2016 | ||||
|---|---|---|---|---|---|
| (EUR /000) | Shaƌeholdeƌs' equity |
Result for the period |
Shaƌeholdeƌs' equity |
Result for the period |
|
| Parent Company shareholders' equity and operating result | 60,023 | 6,905 | 55,059 | 8,196 | |
| Shareholders' equity and operating result of the consolidated companies | 33,842 | (35) | 37,634 | 605 | |
| Elimination of the carrying value of consolidated investments | (27,886) | 0 | (27,887) | 1,252 | |
| Goodwill | 3,740 | 0 | 3,779 | 0 | |
| Elimination of the effects of transactions carried out between | |||||
| consolidated companies | (1,593) | (2,427) | (1,677) | (6,105) | |
| Group share of shareholders' equity and operating result | 68,126 | 4,443 | 66,908 | 3,948 | |
| Minorities' share of shareholders' equity and operating result | 0 | ||||
| Shareholders' equity and operating result | 68,126 | 4,443 | 66,908 | 3,948 |
Net debt at 30 June 2017 amounted to EUR 9,590 thousand, disclosing an improvement of EUR 3,328 thousand compared with 31 December 2016.
Net financial debt comprises short-term cash and cash equivalents of EUR 1,588 thousand and medium- /long-term debt of EUR 11,178 thousand.
The change in the net debt is mainly due to the positive cash flow of typical operations (EUR 10,491 thousand) and to the sale of treasury shares (EUR 1,129 thousand), partially mitigated by the distribution of dividends (EUR 3,596 thousand), by net flows from investing activities (EUR 2,628 thousand) and by payment of current taxes (EUR 1,167 thousand).
The breakdown is as follows:
| (EUR /000) | 30 June 2017 31 December 2016 | Changes | |
|---|---|---|---|
| Cash and cash equivalents and current financial receivables | 18,951 | 20,477 | (1,526) |
| Current financial payables | (17,301) | (17,134) | (167) |
| Financial liabilities for derivatives | (65) | (220) | 155 |
| Financial assets for derivatives | 3 | 4 | (1) |
| (Debt)/short-term cash and cash equivalents | 1,588 | 3,127 | (1,539) |
| Non-current financial assets | 181 | - | 181 |
| Non-current financial payables | (11,359) | (16,045) | 4,686 |
| (Debt)/medium-/long-term cash and cash equivalents | (11,178) | (16,045) | 4,867 |
| Net debt (financial position) | (9,590) | (12,918) | 3,328 |
|---|---|---|---|
The Gefran Group consolidated cash flow statement as at 30 June 2017 shows cash absorption of EUR 1,526 thousand, compared to an absorption of EUR 4,254 thousand for the first half of 2016. The change was as follows:
| (EUR /000) | 30 June 2017 | 30 June 2016 |
|---|---|---|
| A) Cash and cash equivalents at the start of the period | 20,477 | 24,602 |
| B) Cash flow generated by (used in) operations in the period | 10,491 | 8,679 |
| C) Cash flow generated by (used in) investment activities | (2,628) | (1,554) |
| D) Free Cash Flow (B+C) | 7,863 | 7,125 |
| E) Cash flow generated by (used in) financing activities | (8,895) | (11,833) |
| F) Cash flow from continuing operations (D+E) | (1,032) | (4,708) |
| G) Cash flow from assets held for sale | 0 | 626 |
| H) Currency translation differences on cash at hand | (494) | (172) |
| I) Net change in cash at hand (F+G+H) | (1,526) | (4,254) |
| J) Cash and cash equivalents at the end of the period (A+I) | 18,951 | 20,348 |
The cash flow from operations for the period was positive at EUR 10,491 thousand. Specifically, operations in the first half of 2017, net of the inflow of provisions, amortisation and depreciation and financial items, generated cash of EUR 4,662 thousand, while the decrease in working capital in the same period, net of the exchange rate effect, generated a positive cash flow of EUR 5,829 thousand, mainly due to the effect of the increase in trade receivables of EUR 5,753 thousand.
Technical investments amounted to EUR 2,724 thousand, an increase of EUR 1,161 thousand compared to EUR 1,563 thousand in the first half of 2016.
Free cash flow (operating cash flow excluding investment activities) was a positive EUR 7,863 thousand, compared to a positive figure of EUR 7,125 thousand for the first half of 2016, an improvement of EUR 738 thousand therefore; the greater cash flow generated by operations in the half year was partially absorbed by higher investments.
Financing activities absorbed cash amounting to EUR 8,895 thousand, principally for repayment of instalments due on outstanding loans (EUR 5,193 thousand), distribution of 2016 dividends (EUR 3,596 thousand) and payment of current taxes (EUR 1,167 thousand), partly offset by the sale of treasury shares (EUR 1,129 thousand). In the first half of 2016, financing activities absorbed a total of EUR 11,833 thousand in cash, for repayment of loan instalments falling due (EUR 6,049 thousand) and reduction in short-term debt (EUR 4,664 thousand).
4. INVESTMENTS
Gross technical investments made in the first half of 2017 amounted to EUR 2,724 thousand (EUR 1,563 thousand in the first half of 2016), and related to:
- Investments in production plant and equipment in the Parent Company Gefran S.p.A. amounting to EUR 1,928 thousand and related to specific projects, such as renewal of a production line in the automation components division (EUR 1,069 thousand) and upgrading of the production departments in the sensor division (EUR 487 thousand for the renewal of various production lines and EUR 260 thousand for increasing production capacity);
- investments to upgrade the industrial buildings of the Parent Company amounting to approximately EUR 142 thousand;
- renewal of electronic office equipment of the Parent Company amounting to approximately EUR 54 thousand;
- investments for the purchase of new equipment in the Italian subsidiary Gefran Soluzioni S.r.l. amounting to EUR 94 thousand for process optimisation;
- investments in the manufacturing plant of the subsidiary Gefran Brazil amounting to EUR 37 thousand and in other Group subsidiaries for a total of EUR 59 thousand;
- the capitalisation of costs incurred in the period for new product development, totalling EUR 297 thousand;
- other investments in intangible assets, relating to management software licences, amounting to EUR 112 thousand.
The investments are summarised below by type:
| (EUR /000) | as at 30 June 2017 | as at 30 June 2016 |
|---|---|---|
| Intangible assets | 409 | 859 |
| Tangible assets | 2,315 | 704 |
| Total | 2,724 | 1,563 |
Investments are summarised by individual business area below:
| (EUR /000) | Sensors | Components | Drives | Total |
|---|---|---|---|---|
| Intangible assets | 65 | 269 | 75 | 409 |
| Tangible assets | 842 | 1,370 | 103 | 2,315 |
| Total | 907 | 1,639 | 178 | 2,724 |
5. RESULTS BY BUSINESS AREA
The following sections comment on the performance of the individual business areas.
To ensure a correct interpretation of figures relating to individual activities, it should be noted that:
- the business represents the sum of revenues and related costs both of the Parent Company Gefran S.p.A. and Group subsidiaries;
- the figures for each business are provided gross of internal trade between different businesses;
- central division costs, which pertain to Gefran S.p.A., are fully allocated to the businesses, where possible, and quantified according to actual use; otherwise, they are allocated according to economic-technical criteria.
5.1. SENSORS
Summary of results
The key economic figures are summarised in the table below.
| (EUR /000) | 30 June | 30 June | Chg. 2017 - 2016 | 2Q 2017 | 2Q 2016 | Change 2017 - 2016 |
||
|---|---|---|---|---|---|---|---|---|
| 2017 2016 |
value | % | value | % | ||||
| Revenues | 29,942 | 25,237 | 4,705 18.6% | 15,218 | 12,669 | 2,549 20.1% | ||
| EBITDA | 8,521 | 6,678 | 1,843 27.6% | 4,750 | 3,359 | 1,391 41.4% | ||
| % of revenues | 28.5% | 26.5% | 31.2% | 26.5% | ||||
| Earnings before interest and taxes (EBIT) |
7,362 | 5,576 | 1,786 32.0% | 4,176 | 2,801 | 1,375 49.1% | ||
| % of revenues | 24.6% | 22.1% | 27.4% | 22.1% |
| (EUR /000) | 30 June 2017 | 30 June 2016 | Chg. 2017 - 2016 | ||||
|---|---|---|---|---|---|---|---|
| value | % | value | % | value | % | ||
| Italy | 6,546 | 21.9% | 5,304 | 21.0% | 1,242 | 23.4% | |
| Europe | 9,965 | 33.3% | 9,286 | 36.8% | 679 | 7.3% | |
| America | 5,312 | 17.7% | 4,921 | 19.5% | 391 | 7.9% | |
| Asia | 8,013 | 26.8% | 5,635 | 22.3% | 2,378 | 42.2% | |
| Rest of the World | 106 | 0.4% | 91 | 0.4% | 15 | 16.5% | |
| Total | 29,942 | 100% | 25,237 | 100% | 4,705 | 18.6% |
The breakdown of sensor business revenues by geographical region is as follows:
Business performance
Business revenues at 30 June 2017 were equal to EUR 29,942 thousand, an improvement over 30 June 2016 of EUR 4,705 thousand or 18.6%. These revenues were also influenced by exchange rates, which had a positive impact of EUR 251,000 compared with 30 June 2016.
Revenues by product line show growth in all business lines, particularly in the Position Transducer (+20.5%), Industrial Pressure (+45%) and Melt (+9.5%) families.
Compared with the first half of 2016, sales increased in Asia (42.2%),
in Europe (+7.3%) and in Italy (+23.4%). Also in the US market there was significant growth (+7.9%), influenced moreover by favourable exchange rates.
With reference to the second quarter, revenues came in at EUR 15,218 thousand, up +20.1% from the figure of EUR 12,669 thousand registered in the same period of the previous year.
EBITDA was EUR 8,521 thousand as at 30 June 2017, an increase of EUR 1,843 thousand compared to the previous year when it was EUR 6,678 thousand. The growth is attributable to the increase in sales volumes and improved margins, partly offset by the consequent increase in operating costs.
EBIT as at 30 June 2017 was EUR 7,362 thousand, equal to 24.6% of revenues, compared to EBIT of EUR 5,576 thousand in the first half of 2016 (22.1% of revenues), with a positive change of EUR 1,786 thousand.
Comparing the figures by quarter, EBIT relating to the second quarter of 2017 came to EUR 4,176 thousand and corresponds to 27.4% of sales, compared with EBIT of EUR 2,801 thousand equal to 22.1% of sales in the second quarter of 2016.
Investments
As at 30 June 2017, the Group's investments in the Sensors business amounted to EUR 907 thousand. These are broken down into investments in intangible assets of EUR 65 thousand and investments in tangible assets of EUR 842 thousand, of which EUR 793 thousand in the Parent Company, linked to the expansion of production lines aimed at increasing production capacity, as well as renewal of workshop and assembly equipment.
5.2. AUTOMATION COMPONENTS
Summary of results
| (EUR /000) | 30 June 30 June |
Chg. 2017-2016 | 2Q 2016 | Change 2017 - 2016 |
||||
|---|---|---|---|---|---|---|---|---|
| 2017 | 2016 | % | 2Q 2017 | value | % | |||
| Revenues | 18,667 | 16,484 | 2,183 | 13.2% | 9,362 | 8,495 | 867 | 10.2% |
| EBITDA | 2,529 | 680 | 1,849 271.9% | 1,633 | 803 | 830 | 103.3% | |
| % of revenues | 13.5% | 4.1% | 17.4% | 9.5% | ||||
| Earnings before interest and taxes (EBIT) |
1,642 | (253) | 1,895 | - 749.0% |
1,194 | 340 | 854 | 251.1% |
| % of revenues | 8.8% | -1.5% | 12.8% | 4.0% |
The key economic figures are summarised in the table below.
The breakdown of component business revenues by geographic region is as follows:
| (EUR /000) | 30 June 2017 | 30 June 2016 | 2017-2016 Chg. | |||
|---|---|---|---|---|---|---|
| value | % | value | % | value | % | |
| Italy | 8,958 | 48.0% | 8,243 | 50.0% | 715 | 8.7% |
| Europe | 5,103 | 27.3% | 4,446 | 27.0% | 657 | 14.8% |
| America | 2,177 | 11.7% | 2,114 | 12.8% | 63 | 3.0% |
| Asia | 2,349 | 12.6% | 1,594 | 9.7% | 755 | 47.4% |
| Rest of the World | 80 | 0.4% | 87 | 0.5% | (7) | -8.0% |
| Total | 18,667 | 100% | 16,484 | 100% | 2,183 | 13.2% |
Business performance
Revenues totalled EUR 18,667 thousand at 30 June 2017, up by EUR 2,183 thousand compared to the first half of 2016 (+13.2%). All product families were up.
As regards the breakdown by geographic area, sales increased in the EU area and in the South American market, which also benefited from the exchange rate effect. On the other hand, sales declined in the North American market.
The first half 2017 results include negative non-recurring items amounting to EUR 101 thousand related to provisions for personnel restructurings, while the same period of the previous year included again negative non-recurring items amounting to EUR 816 thousand.
EBITDA at 30 June 2017 was positive at EUR 2,529 thousand, up by EUR 1,849 thousand compared to 30 June 2016, thanks to higher sales volumes.
EBIT was positive and amounted To Eur 1,642 thousand (+8.8% of revenues), higher than the 2016 figure by EUR 1,895 thousand.
In the second quarter of 2017, revenues amounted to EUR 9,362 thousand, up 10.2% compared to the same period of 2016. EBITDA exceeded the same period of the previous year by EUR 830 thousand and EBIT by EUR 854 thousand.
Investments
Investments totalled EUR 1,639 thousand in the first half of 2017, and included intangible (EUR 269 thousand) and tangible assets (EUR 1,370 thousand).
Intangible investments in the period mainly related to capitalised development costs of EUR 222 thousand, referring to the new range of regulators and power controllers.
As regards tangible investments in the business, these were mainly made by the Italian headquarters (EUR 1,250 thousand) and mainly aimed at the implementation of a new assembly line as well as works to upgrade the buildings.
5.3. DRIVES
Summary of results
The key economic figures are summarised in the table below.
| 30 June | 30 June | 2017-2016 Chg. | 2017 – 2016 Chg. | |||||
|---|---|---|---|---|---|---|---|---|
| (EUR /000) | 2017 | 2016 | value | % | 2Q 2017 | 2Q 2016 | value | % |
| Revenues | 18,599 | 19,536 | (937) | -4.8% | 9,377 | 9,842 | (465) | -4.7% |
| EBITDA | (1,992) | (2,732) | 740 | - 27.1% |
(1,621) | (1,250) | (371) 29.7% | |
| % of revenues | -10.7% | -14.0% | -17.3% | -12.7% | ||||
| Earnings before interest and taxes (EBIT) |
(2,913) | (3,811) | 898 | - 23.6% |
(2,081) | (1,786) | (295) 16.5% | |
| % of revenues | -15.7% | -19.5% | -22.2% | -18.1% |
The breakdown of revenues by geographical region is as follows:
| (EUR /000) | 30 June 2017 | 30 June 2016 | 2017-2016 Chg. | |||
|---|---|---|---|---|---|---|
| value | % | value | % | value | % | |
| Italy | 5,918 | 31.8% | 5,637 | 28.9% | 281 | 5.0% |
| Europe | 5,701 | 30.7% | 6,368 | 32.6% | (667) | -10.5% |
| America | 2,050 | 11.0% | 2,375 | 12.2% | (325) | -13.7% |
| Asia | 4,707 | 25.3% | 5,045 | 25.8% | (338) | -6.7% |
| Rest of the World | 223 | 1.2% | 111 | 0.6% | 112 | 100.9% |
| Total | 18,599 | 100% | 19,536 | 100% | (937) | -4.8% |
Business performance
Revenues totalled EUR 18,599 thousand at 30 June 2017, down by EUR 937 thousand (-4.8%) compared to the first half of 2016. Revenues in the first half 2016 included non-recurring amounts of EUR 521 thousand relating to government funds awarded to the Chinese subsidiary as incentives for research and development granted to technology companies. Net of the non-recurring portion, 2017 revenues decreased by 2.2% compared with the same period of 2016.
There was a decrease in sales of Lift family products, for lifting applications, mainly in the Asian subsidiaries. On the other hand, the trend in Industrial Inverters and custom products was positive.
Regarding the geographic areas, the positive trend in sales growth in Italy (+5.0%) was confirmed, while other Group markets were down.
The first half 2017 results include negative non-recurring items amounting to EUR 119 thousand related to provisions for personnel restructurings, while the same period of the previous year included again negative non-recurring items amounting to EUR 326 thousand.
EBITDA at 30 June 2017 was negative at EUR 1,992 thousand, abut with an improvement of EUR 740 thousand compared to 30 June 2016. Net of all non-recurring effects, 2017 EBITDA was still negative at EUR 1,873 thousand, an improvement of EUR 533 thousand compared to the same period of the previous year, due to the reduction in operating costs following the organisational restructuring completed in the first half of 2017.
The EBIT loss of EUR 2,913 thousand for the first six months of 2017 is compared again to a loss of EUR 3,811 thousand in the same period of 2016, recording an improvement of EUR 898 thousand.
Investments
Investments in the first half of 2017 amounted to EUR 178 thousand, divided into intangible assets (EUR 75 thousand) and technical investments (EUR 103 thousand), dedicated mainly to the implementation and purchase of new manufacturing equipment, as well as works for upgrading of the Gerenzano plant and that of the German subsidiary Siei Areg.
6. RESEARCH AND DEVELOPMENT
The Gefran Group invests significant financial and human resources in product research and development. About 6% of sales were invested in these activities in the first half of 2017, considered to be strategic to maintain high technological and innovative levels in the products, and to ensure the competitiveness required by the market.
Research and development is concentrated in Italy, in the laboratories in Provaglio d'Iseo and Gerenzano. It is carried out within the design department, with a separation between research and development concerning new products and production engineering targeting the improvement and innovation of existing products.
The cost of technical personnel involved in the activities, consultancy and materials used is fully charged to the income statement, except for costs capitalised for the year that meet the requirements of IAS 38. Costs identified for capitalisation according to the above requirements are indirectly suspended by a revenue entry under a specific income statement item: ͞IŶĐƌeases foƌ iŶteƌŶal ǁoƌk͟.
In the sensors business, research focused on the following products:
- melt sensors: the proprietary thick film on steel technology was applied to this sensor family for high temperature pressure measurements. It replaces the traditional glued extensometer and ensures the user greater product reliability in the long term;
- magnetostrictive sensors: work was carried out on the evolution of the ONDA technology which, once developed, will be applied to the entire product range. The expected benefits are related to metrological performance that will make the product suitable to be applied on a broader spectrum of machinery;
- force sensors for electrical plastic injection machines: development of products for force measurements in so-calledFEMs (Full Electric Machines), custom products made starting from a significant set of technical and technological skills that are part of the company's know how. The product range has been completed with the development of a signal amplifier with advanced performance to meet the expectations of the most advanced customers in this field.
In the area of automation components, research & development activities focused on
For the instruments range:
- the development of the 2850T, 3850T graphic controllers with particularly advanced features and in line with the application requirements of furnaces, autoclaves, climate chambers, thermal treatments and sterilisation.
- the development and subsequent FM certification of a range of 650L/1250L interceptor indicators that will have North America as their target market;
- the customisation of the regulator range for an important customer that will serve as a primary entry point for the growth of this product family in the French market.
For the power controller range:
- completion of development of the new ranges of GFW power controllers with current levels 400A and 600A are currently being developed to extend their use to high-power applications.
- the development of highly customised products for IR lamp management for applications in the glass and plastics field.
For automation platforms, work is in progress on the evolution and update of the Firmware (linked to the use of the new Atom Bay Trail CPU) and of the communication protocols with a view to IoT-industry 4.0 (OPC UA-MQTT). In addition, expansion of the product range for injection machines is in progress with a specific HW + SW proposal derived from existing products.
Development activities in the drives area are focused on both the standard product ranges (industrial and civil lifting) as well as on important "custom" projects. Specifically:
-
the main industrial lines have been subjected to the implementation of new application functionalities, primarily for the metal and energy efficiency sector;
-
on the Lift lines, the effort focused mainly on developing software solutions for the Asian market and to comply with plant safety standards.
During the half year, technological analysis of the new control platforms and simultaneous feasibility study of the new HW and mechanical structures was initiated.
The collaboration in place with an American multinational kicked off the R&D project dedicated to the technological optimisation of the inverter-regenerative power supply range. This partnership will also engage Gefran at the production level for the next three years.
Finally, last June, the "I-MECH" project, established by the European Community and funded by the Ministry of Education, Universities and Research, concerning research and innovation of Motion Control applied to Mechatronics solutions officially got underway: in this context Gefran, specifically with the Drive & Motion Division, is playing a leading role in collaboration with universities, research institutions and leading European companies.
7. HUMAN RESOURCES
Workforce
As at 30 June 2017, the Group headcount was 724, including 5 staff with fixed-term contracts (contracts to replace temporarily absent staff or to undertake specific projects).
The change in headcount over the half year was marked by an overall turnover rate within the Group of 7.4%, which breaks down as follows:
- 24 people joined the Group, including 4 manual workers and 20 clerical staff;
- 30 people left the Group, including 2 manual workers, 25 clerical staff and 3 managers/executives.
8. MAIN RISKS AND UNCERTAINTIES TO WHICH THE GEFRAN GROUP IS EXPOSED
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 and financial situation. The Group adopts specific procedures to manage the risk factors that could influence its results.
On 13 February 2008, the Board of Directors voted to adopt an Organisation, Management and Control model (the "Organisational Model") to prevent the offences under Legislative Decree 231/01 from being committed.
This model was subsequently updated in light of changes to the law mentioned above. By means of Board resolution dated 04 August 2016, the Company adopted the Organisational Model, prepared in accordance with Confindustria guidelines, and which meets the need to constantly update the CoŵpaŶLJ's Đoƌpoƌate goǀeƌŶaŶĐe sLJsteŵ. The CoŵpaŶLJ's Đoƌpoƌate goǀeƌŶaŶĐe stƌuĐtuƌe is ďased iŶ turn on the recommendations and regulations set out in the "Code of Conduct for Listed Companies" promoted by Borsa Italiana S.p.A., with which the Company complies.
The company has also identified the relevant corporate entities for the purposes of the internal control and risk management system:
- the Risk Control Committee (RCC), which has the task of supporting, with an adequate preliminary investigation activity, evaluations and decisions of the Board of Directors regarding the internal control and risk management system, as well as of verifying the proper application of accounting standards and their consistency for the purposes of preparing the consolidated financial statements;
- the Executive Director in charge of the internal risk control system, with the task of identifying the main corporate risks, implementing the risk management guidelines and verifying their adequacy;
- the Manager In Charge, who is attributed the direct supervision of the control model pursuant to Law 262/2005 and of the related administrative and accounting procedures, in connection with the constant updating of the same;
- the Internal Audit, function with the task of verifying, both continuously as well as in relation to specific requirements and in compliance with international standards, the operation and appropriateness of the internal control and risk management system, via an audit plan approved by the Board of Directors which is based on a structured analysis of the main risks.
Based on the economic and financial results achieved in the last few years, the Group considers that there are currently no significant uncertainties of an extent to raise significant doubts as to its ability to continue to operate as a going concern.
The external and internal risk factors are nevertheless analysed below, classified according to the risk families identified as follows:
External risks;
- (a) Market risks;
- (b) Contextual risks.
Internal risks:
- (c) Strategic risks;
-
(d) Operating risks;
-
(e) Financial risks;
- (f) Legal compliance risks.
8.1. EXTERNAL RISKS
(a) Market risks
Risks associated with the general economic conditions and market trends
Despite a temporary drop in global GDP growth during the first quarter of 2017, global economic growth remained buoyant at the beginning of the year and the main indicators show that global growth will recover in the short term. Financial markets remain coherent with expectations of improvement of global growth in the short term, supported by monetary policies that remain accommodating.
The macroeconomic prospects for 2017 for Italy are for growth revised upwards, estimated at around 1.4%, mainly driven by domestic demand, both in consumption as well as expansion of investments.
Overall, the risks for the expansion of the global economy mainly derive from the continuation of the uncertainty of the financial conditions in some areas and the manifestation and spread of protectionist stimulus, as well as from the possible turbulence in emerging economies.
The Gefran Group operates through subsidiaries in international markets; this widespread geographic presence enables the Group to mitigate the effects of any recessionary phases. Diversification of the markets where the Group operates and the products it offers reduces exposure to the cyclical trends of soŵe ŵaƌkets. Hoǁeǀeƌ, the possiďilitLJ that these tƌeŶds ŵaLJ haǀe a sigŶifiĐaŶt iŵpaĐt oŶ the Gƌoup's operations and economic and financial situation, which at present can not be gauged, cannot be ruled out.
Risks associated with the market structure and competitive pressure
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 competes with extremely stiff competition: operators which are large groups that may have greater resources and better cost positions, both in terms of economies of scale and factor costs, enabling them to implement aggressive pricing policies.
The suĐĐess of the GefƌaŶ Gƌoup's aĐtiǀities deƌiǀes fƌoŵ its ĐapaĐitLJ to foĐus its effoƌts oŶ speĐifiĐ 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.
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 Gƌoup's eĐoŶoŵiĐ aŶd fiŶaŶĐial ƌesults.
Although the Gefran Group believes that it can adapt its cost structure to a reduction in sales volumes, the risk is that said reduction in the cost structures will not be sufficiently ample, quick or consistent with a possible fall in prices, thereby negatively affecting its economic and financial situation.
(b) Contextual risks
Exchange rate risk
As a global operator, the Gefran Group is exposed to market risks stemming from exchange rate fluctuations in the currency 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 commercial activities in numerous geographical regions outside the Euro Zone. This organisational structure generates export 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, the Turkish lira and the UK pound; production areas in the US and China mainly serve the local markets, with flows in the same currency.
The exchange 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. In order to manage the exchange risk resulting from future commercial transactions and the recording of assets and liabilities in foreign currencies, the Group first and foremost exploits the so-called natural hedging, seeking to level out the incoming and outgoing floǁs oŶ all the ĐuƌƌeŶĐies otheƌ thaŶ the Gƌoup's ƌepoƌtiŶg ĐuƌƌeŶĐLJ; fuƌtheƌŵoƌe, GefƌaŶ eǀaluates and possibly establishes hedging transactions on the main currencies, by means of entering into futures contracts stipulated by the Parent Company. However, since the Company prepares its consolidated fiŶaŶĐial stateŵeŶts iŶ euƌo, fluĐtuatioŶs iŶ the edžĐhaŶge ƌates used to tƌaŶslate suďsidiaƌies' aĐĐouŶtiŶg figuƌes, oƌigiŶallLJ edžpƌessed iŶ loĐal ĐuƌƌeŶĐLJ, ŵaLJ affeĐt the Gƌoup's ƌesults and financial position.
Interest rate risk
ChaŶges iŶ iŶteƌest ƌates affeĐt the ŵaƌket ǀalue of the Gƌoup's fiŶaŶĐial assets aŶd liaďilities, as ǁell as net financial charges. The long-term interest rate to which the Group is exposed mainly originates from long-term loans. The Group is exposed almost exclusively to fluctuations in the euro rate, since bank loaŶs haǀe ďeeŶ takeŶ out ďLJ the PaƌeŶt CoŵpaŶLJ GefƌaŶ ".p.A., ǁhiĐh suppoƌts the suďsidiaƌies' financial requirements, also through cash pooling.
These variable-rate loans expose the Company to a risk associated with interest rate volatility, known as the cash flow risk. To limit exposure to this risk, the Parent Company puts in place derivative hedging contracts, specifically Interest Rate Swaps (IRS), which convert the variable rate to a fixed rate, or Interest Rate Caps, which set the maximum interest rate, thereby reducing the risk originating from interest rate volatility.
The potential rise in interest rates, from the lows reached at present, is a possible risk factor for the next few quarters, although this is limited by hedging contracts.
Risks associated with fluctuations in commodity prices
"iŶĐe the Gƌoup's pƌoduĐtioŶ pƌoĐesses aƌe ŵaiŶlLJ ŵeĐhaŶiĐal, eleĐtƌoŶiĐ aŶd asseŵďlLJ-based, exposure to fluctuations in energy prices is very limited.
The Group 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.
Risks associated with changes in the regulatory framework
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, and to the national and international technical standards applicable to companies operating in the same industry and to the products made and sold by the Group.
Any changes in legislation or regulations could entail substantial costs relating to adapting the product characteristics or even temporary suspensions of the sale of some products, which would affect revenues.
The Group places great importance on the protection of the environment and safety.
Its activities do not include the manufacture or processing of materials or components to an extent that would generate a significant risk of pollution or environmental damage.
The Group has introduced a series of controls and monitoring to detect and prevent any potential increase in this risk. Furthermore, it has taken out an insurance policy to cover potential liabilities arising from environmental damage to third parties.
It is however possible that there are still some residual environmental risks that have not been adequately identified and hedged.
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.
Country risk
A sigŶifiĐaŶt poƌtioŶ of the Gƌoup's pƌoduĐtioŶ aŶd sales aĐtiǀities is Đaƌƌied out outside the EuƌopeaŶ Union, particularly in Asia, the US, Brazil and Turkey. The Group is exposed to risks relating to the global scale of its operations, including those relating to:
- exposure to local economic and political conditions;
- the implementation of policies restricting imports and/or exports;
- operating in multiple tax regimes;
- the introduction of policies limiting or restricting foreign investment and/or trade.
Unfavourable political and economic developments in the countries in which the Group operates could have a negative impact – the extent of which would vary by country – oŶ the Gƌoup's pƌospeĐts aŶd operations, and its results.
8.2. INTERNAL RISKS
(c) Strategic risks
Risks associated with the iŵpleŵeŶtatioŶ of the Gƌoup's stƌategy
The GefƌaŶ Gƌoup's aďilitLJ to iŵpƌoǀe pƌofitaďilitLJ aŶd achieve its targeted margins depends, among other things, on its success in implementing its strategy. Group strategy is based on sustainable growth, which can be achieved through investments and projects for products, applications and geographical markets, that lead to growth in profitability.
The Company plans to implement its strategy by concentrating available resources on growing 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.
Given the uncertainty regarding the future macroeconomic environment, the operations described could take longer to implement than expected, or may not prove fully satisfactory for the Group.
(d) Operating risks
Risks associated with relations with suppliers
The Group purchases raw materials and components from a large number of suppliers, and depends on services and products supplied by other companies outside the Group.
Conversely, electronic components, particularly microprocessors, power semi-conductors and memory chips, are purchased from leading global producers. Although these suppliers are reliable, it cannot be ruled out that problems they could encounter - in terms of quality, availability or delivery times - would haǀe a detƌiŵeŶtal effeĐt oŶ the Gƌoup's opeƌatioŶs aŶd ƌesults, at least in the short term, until such time as the supplier can be replaced or the product modified.
Risks associated with product development, management and quality
The Gƌoup's ǀalue ĐhaiŶ Đoǀeƌs all aĐtiǀities, iŶĐludiŶg R&D, pƌoduĐtioŶ, ŵaƌketiŶg, sales and technical support. Defects or errors in these processes may cause product quality problems that could potentially affeĐt the Gƌoup's ƌesults aŶd fiŶaŶĐial positioŶ.
In line with the practices of many operators in the sector, the Company has taken out insurance policies that it considers sufficient to protect itself from the risks resulting from this liability. Furthermore, it has set up a specific product guarantee provision to meet these risks, in line with the volume of activities and the historical occurrence of these phenomena.
Hoǁeǀeƌ, iŶ the eǀeŶt that the iŶsuƌaŶĐe Đoǀeƌ aŶd ƌisk pƌoǀisioŶs pƌoǀe iŶadeƋuate, the Gƌoup's ƌesults Đould ďe ŶegatiǀelLJ affeĐted. IŶ additioŶ, the Gƌoup's iŶǀolǀeŵeŶt iŶ this tLJpe of dispute aŶd aŶLJ ruling against it therein could expose the Group to reputational damage, which also has potential ĐoŶseƋueŶĐes foƌ the Gƌoup's ƌesults aŶd fiŶaŶĐial positioŶ.
Risks associated with operations at industrial facilities
Gefran is an industrial group, so it is potentially exposed to the risk of stoppage in production 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 shortages, natural disasters, major disruptions to the supply of raw materials or energy, sabotage or attack.
There have been no significant interruptions of activity in recent years. However, future interruption cannot be ruled out, and if it occurs for lengthy periods, the Gƌoup's ƌesults aŶd fiŶaŶĐial positioŶ Đould be negatively affected if the damage exceeds the amount currently covered by insurance policies.
Gefran has also implemented a disaster recovery system designed to restore the systems, data and infrastruĐtuƌes ŶeĐessaƌLJ foƌ the CoŵpaŶLJ's opeƌatioŶs iŶ the eǀeŶt of a seƌious eŵeƌgeŶĐLJ, iŶ oƌdeƌ to mitigate its possible impact.
Risks associated with human resources
Relations with employees are governed by law, collective contracts and supplementary company contracts, particularly in Italy.
The Group's success largely depends on the ability of its executive directors and other members of the management to manage the Group and the individual businesses effectively, as well as the quality, technical and management capabilities and motivation of its human resources.
(e) Financial risks
Risks associated with funding requirements
The GefƌaŶ Gƌoup's fiŶaŶĐial situatioŶ is suďjeĐt to ƌisks assoĐiated ǁith the geŶeƌal eĐoŶoŵiĐ environment, the achievement of objectives and trends in the sectors in which the Group operates.
GefƌaŶ's Đapital stƌuĐtuƌe is stƌoŶg; it has oǁŶ fuŶds of EUR ϲϳ.ϳ ŵillioŶ ǀeƌsus oǀeƌall liaďilities of EUR 70.8 million. In 2017, the Parent Company did not enter into new medium/long-term loan agreements. With regard to the outstanding agreements, they are all characterised by floating rate debt, determined by the Euribor plus a fixed spread which in the last two years has not however been greater than 200 bps. Some of these outstanding loan agreements, whose remaining value as of 30 June 2017 was EUR 15.9 million, contain clauses which involve the observance of financial/economic requirements (covenants). At 30 June 2017, these clauses had been observed.
Liquidity risk
The Group expects to be able to continue to provide the financial resources necessary for its investment programmes and business management. The credit lines and cash available are sufficient in relation to the Gƌoup's opeƌatioŶs aŶd gƌoǁth foƌeĐasts. LoaŶs gƌaŶted ďLJ ďaŶks ǁeƌe suďject to an annual review in the second half of the year, leading to the substantial confirmation of the terms and conditions, and amounts.
Credit risk
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 overall sales. Supply agreements are normally longteƌŵ, iŶ that GefƌaŶ pƌoduĐts foƌŵ paƌt of the Đustoŵeƌ's pƌoduĐt desigŶ, as theLJ aƌe iŶĐoƌpoƌated iŶ the end product and have a significant influence on its performance. In accordance with IFRS 7.3.6a, all amounts presented in the financial statements represent the maximum exposure to the credit risk.
The Group grants its customers deferred payment conditions, which vary according to the market practices in indiǀidual ĐouŶtƌies. All Đustoŵeƌs' solǀeŶĐLJ is ĐoŶstaŶtlLJ ŵoŶitoƌed aŶd aŶLJ ƌisks aƌe periodically covered by appropriate provisions. Despite these precautions, under current market conditions, it cannot be ruled out that some customers may not be able to generate sufficient cash flow or may lack access to sufficient sources of funding, resulting in payment delays or a failure to honour obligations.
(f) Legal compliance risks
Ethical risks
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, the internal procedures put in place to comply with this code and the controls adopted guarantee a healthy, safe and efficient working environment for employees, and an approach intended to ensure complete respect of 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 Company.
Gefran also effectively adopted the Organisation and Management Model pursuant to Legislative Decree No. 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 regularly and professionally, guaranteed by the presence of an internal company officer and two external professionals, one an expert in business and international law and the other with an excellent knowledge of administration and control systems.
The Group conducts the bulk of its business with private customers that do not directly or indirectly belong to government organisations or public agencies, and rarely takes part in public tenders or subsidised projects. This further limits the risks of reputational or economic damage resulting from unacceptable ethical conduct.
Legal risks and product liability
WithiŶ the sĐope of GefƌaŶ's Đoƌe ďusiŶess, the ŵaŶufaĐtuƌe aŶd sale of pƌoduĐts may give rise to issues linked to defects and consequent liability in respect of its customers or third parties. Like other operators in the industry, the Group is therefore exposed to the risk of product liability litigation in the countries in which it operates.
In line with the practices of many operators in the sector, the Company has taken out insurance policies that it considers sufficient to protect itself from the risks resulting from this liability. It has also set up a specific provision against these risks.
Hoǁeǀeƌ, iŶ the eǀeŶt that the iŶsuƌaŶĐe Đoǀeƌ aŶd ƌisk pƌoǀisioŶs pƌoǀe iŶadeƋuate, the Gƌoup's ƌesults Đould ďe ŶegatiǀelLJ affeĐted. IŶ additioŶ, the Gƌoup's iŶǀolǀeŵeŶt iŶ this tLJpe of dispute aŶd aŶLJ ruling against it therein could expose the Group to reputational damage, which also has potential ĐoŶseƋueŶĐes foƌ the Gƌoup's ƌesults aŶd fiŶaŶĐial positioŶ.
Risks associated with intellectual property rights
Although the Group considers it has adopted an appropriate system to protect its intellectual property rights, it cannot be ruled out that it may encounter difficulties defending these rights.
Fuƌtheƌŵoƌe, the iŶtelleĐtual pƌopeƌtLJ ƌights of thiƌd paƌties Đould iŶhiďit oƌ liŵit the Gƌoup's ĐapaĐitLJ to introduce new products onto the market. These events could have a negative impact on the deǀelopŵeŶt of aĐtiǀities aŶd the Gƌoup's ƌesults aŶd fiŶaŶĐial positioŶ.
9. SIGNIFICANT EVENTS DURING THE YEAR
- On 30 January 2017, the cancellation of the subsidiary Gefran South Africa (Pty) Ltd., already in liquidation, became effective.
- The administrative procedure to close the sales office in Russia was completed on 31 March 2017.
- On 20 April 2017, the ordinary shareholders' meeting of Gefran S.p.A. voted to:
- o Approve the Financial Statements for 2016 and to distribute a dividend of EUR 0.25 per share;
- o Appoint the following as members of the Board of Directors for the three-year period 2017– 2019: Ennio Franceschetti, Maria Chiara Franceschetti, Giovanna Franceschetti, Andrea Franceschetti, Alberto Bartoli, Daniele Piccolo, Monica Vecchiati, Mario Benito Mazzoleni and Romano Gallus;
- o Authorise the Board of Directors to purchase up to a maximum of 1,440,000 own shares for a period of 18 months from the date of the shareholders' meeting.
The shareholders also expressed a favourable opinion of the general Group remuneration policy adopted by Gefran, pursuant to Article 123 ter of the TUF (finance consolidation act).
- At the eŶd of the "haƌeholdeƌs' MeetiŶg, the Ŷeǁ Boaƌd of DiƌeĐtoƌs ŵet aŶd appoiŶted EŶnio Franceschetti Chairman and Managing Director, Maria Chiara Franceschetti, Vice-Chairman and Alberto Bartoli Chief Executive Officer. Board of Directors' members Daniele Piccolo, Monica Vecchiati and Mario Benito Mazzoleni were appointed members of the Control and Risk Committee, and Romano Gallus, Daniele Piccolo and Monica Vecchiati were appointed members of the Remuneration Committee.
- At the Board of Directors' meeting the independence requirements of the newly-appointed Board were also verified. The non-executive directors Daniele Piccolo, Monica Vecchiati and Mario Benito Mazzoleni declared they were in possession of the independence requirements. The executive directors are Ennio Franceschetti, Maria Chiara Franceschetti, Giovanna Franceschetti, Andrea Franceschetti and Alberto Bartoli, while Romano Gallus is a non-independent, non-executive director.
- On 12 June 2017, the Parent Company Gefran S.p.A. signed a contract with a major international lift construction group; the agreement provides for the supply of inverters for the American market, with a total value of approx. EUR 23 million and a duration of 3 years.
10. SIGNIFICANT EVENTS AFTER YEAR END
- The operational procedure to close the sales office in Mexico was completed on 21 July 2017.
- On 26 July 2017, the Parent Company Gefran S.p.A. formalised the sale of 50% of the shares of Axel S.r.l., equal to 15% of the total.
11. OUTLOOK
The global economy continues to show encouraging signs of constant improvement, albeit not yet fully in line with expectations, thus positively impacting the dynamics of international trade and the trend of manufacturing activities and investments in the long term. The international context is interesting and Gefran, while remaining cautious in certain markets, has maintained the expectations for the first quarter of this year, achieving excellent results also in the second quarter. The Group also envisages a good second half, consistent with the first six months of 2017.
In the absence of events not currently foreseeable, revenues in line with the announced objectives and margins slightly above forecasts are confirmed.
12. OWN SHARES AND SHARE PRICE PERFORMANCE
During the first six months of 2017, 227,394 own shares were sold fat an average selling price of EUR 4.96.
As at 30 June 2017 Gefran S.p.A. did not hold any own shares in its portfolio and at the reporting date the situation is unchanged.
With reference to the share price performance, below we summarize the trend and trading volume in the last 12 months:
13. DEALINGS WITH RELATED PARTIES
During its meeting on 12 November 2010, the Gefran Board of Directors approved the "Regulation for transactions with related parties͟ iŶ appliĐatioŶ of CoŶsoď ƌesolutioŶ No. ϭϳϮϮϭ dated ϭϮ MaƌĐh ϮϬϭϬ. This regulation is published in the "Investor Relation͟ seĐtioŶ of the ǁeďsite ǁǁǁ.gefƌaŶ.Đoŵ.
The regulation is based on the following general principles:
- ensuring the essential and procedural transparency and probity of transactions with related parties;
- providing directors and statutory auditors with an appropriate assessment, decision-making and control tool regarding transactions with related parties.
The regulation is structured as follows:
- First section: definitions (related parties, significant and insignificant transactions, intercompany, ordinary, of negligible amount, etc.).
- Second section: procedures to approve significant and insignificant transactions, exemptions.
- Third section: disclosure obligations.
See note 24 of the Notes to the Consolidated Interim Financial Statements for details on transactions with related parties. The procedure in question was updated in 2012 in order to improve some of the definitions contained therein.
14. DEROGATION FROM THE OBLIGATIONS TO PUBLISH THE INFORMATION DOCUMENTS
Pursuant to article 70, paragraph 8, and article 71, paragraph 1-bis of Consob Issuers' Regulation, the Board of Directors decided to take advantage of the option to derogate from the obligations to publish the information documents prescribed in relation to significant mergers, spin-offs, capital increases through contribution in kind, acquisitions and disposals.
CONSOLIDATED FINANCIAL STATEMENTS
1. STATEMENT OF PROFIT/(LOSS) FOR THE PERIOD
| 2Q | progressive as at 30 June | ||||
|---|---|---|---|---|---|
| (EUR /000) | notes | 2017 | 2016 | 2017 | 2016 |
| Revenues from product sales | 32,410 | 30,031 | 64,554 | 58,784 | |
| of which related parties | 24 | 61 | 0 | 61 | 0 |
| Other revenues and income | 362 | 107 | 496 | 878 | |
| of which non-recurring: | 0 | 0 | 0 | 521 | |
| Increases for internal work | 142 | 292 | 310 | 700 | |
| TOTAL REVENUES | 32,914 | 30,430 | 65,360 | 60,362 | |
| Change in inventories | (95) | (436) | (395) | 253 | |
| Costs of raw materials and accessories | (11,351) | (10,090) | (22,172) | (20,318) | |
| Service costs | (5,531) | (5,313) | (10,877) | (10,534) | |
| of which related parties | 24 | (47) | (63) | (75) | (91) |
| Miscellaneous management costs | (36) | (173) | (274) | (384) | |
| Other operating income | 16 | 4 | 69 | 56 | |
| Personnel costs | 19 | (10,962) | (11,364) | (22,407) | (24,480) |
| of which non-recurring: | 0 | (147) | (321) | (2,039) | |
| Impairment of trade and other receivables | (193) | (146) | (246) | (329) | |
| Amortisation | 20 | (581) | (579) | (1,160) | (1,144) |
| Depreciation | 20 | (892) | (978) | (1,807) | (1,970) |
| EBIT | 3,289 | 1,355 | 6,091 | 1,512 | |
| of which non-recurring: | 0 | (147) | (321) | (1,518) | |
| Gains from financial assets | 21 | 370 | 614 | 836 | 718 |
| Losses from financial liabilities | 21 | (1,126) | (475) | (1,829) | (1,340) |
| Losses (gains) from shareholdings value at equity | (69) | 34 | (75) | (44) | |
| PROFIT (LOSS) BEFORE TAX | 2,464 | 1,528 | 5,023 | 846 | |
| of which non-recurring: | 0 | (147) | (321) | (1,518) | |
| Current taxes | 22 | (508) | (442) | (1,261) | (898) |
| Deferred taxes | 22 | 679 | 167 | 681 | 107 |
| TOTAL TAXES | 171 | (275) | (580) | (791) | |
| PROFIT (LOSS) FOR THE YEAR FROM CONTINUING OPERATIONS | 2,635 | 1,253 | 4,443 | 55 | |
| of which non-recurring: | 0 | (147) | (321) | (1,518) | |
| Net profit (loss) from assets held for sale | 0 | 0 | 0 | 486 | |
| of which non-recurring: | 0 | 0 | 0 | 0 | |
| NET PROFIT (LOSS) FOR THE PERIOD | 2,635 | 1,253 | 4,443 | 541 | |
| of which non-recurring: | 0 | (147) | (321) | (1,518) | |
| Attributable to: | |||||
| Group | 2,635 | 1,253 | 4,443 | 541 | |
| Third parties | 0 | 0 | 0 | 0 | |
| Earnings per share 2Q |
progressive as at 30 June | ||||
|---|---|---|---|---|---|
| (Euro) | note | 2017 | 2016 | 2017 | 2016 |
| Basic earnings per ordinary share | 17 | 0.31 | 0.04 | 0.31 | 0.04 |
| Diluted earnings per ordinary share | 17 | 0.31 | 0.04 | 0.31 | 0.04 |
2. STATEMENT OF PROFIT/(LOSS) FOR THE PERIOD AND OTHER ITEMS OF COMPREHENSIVE INCOME
| 2Q | progressive as at 30 June | |||||
|---|---|---|---|---|---|---|
| (EUR /000) | note | 2017 | 2016 | 2017 | 2016 | |
| NET PROFIT (LOSS) FOR THE YEAR | 2,635 | 1,253 | 4,443 | 541 | ||
| Items that will or could subsequently be reclassified in the income statement for the period |
||||||
| - conversion of foreign companies' financial statements | (1,173) | 157 | (1,335) | (823) | ||
| - equity investments in other companies | 16 | 131 | (16) | 369 | (59) | |
| - fair value of cash flow hedging derivatives | 16 | 52 | (44) | 159 | (65) | |
| - Other changes in the consolidation reserve | 0 | (6) | 0 | |||
| Total changes, net of tax effect | (990) | 91 | (807) | (947) | ||
| Comprehensive result for the period | 1,645 | 1,344 | 3,636 | (406) | ||
| Attributable to: | ||||||
| Group | 1,645 | 1,344 | 3,636 | (406) | ||
| Third parties | 0 | 0 | 0 | 0 |
3. STATEMENT OF FINANCIAL POSITION
| (EUR /000) | notes | 30 June 2017 | 31 December 2016 |
|---|---|---|---|
| NON-CURRENT ASSETS | |||
| Goodwill | 11 | 5,879 | 6,093 |
| Intangible assets | 12 | 7,477 | 8,260 |
| Property, plant, machinery and tools | 13 | 37,127 | 36,931 |
| of which related parties | 24 | 81 | 105 |
| Shareholdings valued at equity | 976 | 1,051 | |
| Equity investments in other companies | 2,325 | 1,956 | |
| Receivables and other non-current assets | 93 | 148 | |
| Deferred tax assets | 22 | 7,674 | 7,021 |
| Non-current financial assets | 15 | 181 | - |
| TOTAL NON-CURRENT ASSETS | 61,732 | 61,460 | |
| CURRENT ASSETS | |||
| Inventories | 14 | 20,673 | 21,589 |
| Trade receivables | 14 | 30,531 | 30,745 |
| of which related parties | 24 | 74 | 51 |
| Other receivables and assets | 5,013 | 3,512 | |
| Current tax receivables | 22 | 783 | 734 |
| Cash and cash equivalents | 15 | 18,951 | 20,477 |
| Financial assets for derivatives | 15 | 3 | 4 |
| TOTAL CURRENT ASSETS | 75,954 | 77,061 | |
| ASSETS HELD FOR SALE | 1,214 | 1,214 | |
| TOTAL ASSETS | 138,900 | 139,735 | |
| SHAREHOLDERS' EQUITY | |||
| Share capital | 16 | 14,400 | 14,400 |
| Reserves | 16 | 49,283 | 48,560 |
| Profit/(loss) for the period | 16 | 4,443 | 3,948 |
| Total Gƌoup Shaƌeholdeƌs' EƋuity | 16 | 68,126 | 66,908 |
| Shareholders' equity of minority interests | 16 | - | - |
| TOTAL SHAREHOLDERS' EQUITY | 68,126 | 66,908 | |
| NON-CURRENT LIABILITIES | |||
| Non-current financial payables | 15 | 11,359 | 16,045 |
| Employee benefits | 4,610 | 5,212 | |
| Non-current provisions | 18 | 686 | 1,317 |
| Deferred tax provisions | 22 | 960 | 1,005 |
| TOTAL NON-CURRENT LIABILITIES | 17,615 | 23,579 | |
| CURRENT LIABILITIES | |||
| Current financial payables | 15 | 17,301 | 17,134 |
| Trade payables | 14 | 22,219 | 16,580 |
| of which related parties | 24 | 129 | 38 |
| Financial liabilities for derivatives | 15 | 65 | 220 |
| Current provisions | 18 | 1,402 | 1,143 |
| Current tax payables | 22 | 1,101 | 1,348 |
| Other payables and liabilities | 11,071 | 12,823 | |
| TOTAL CURRENT LIABILITIES | 53,159 | 49,248 | |
| TOTAL LIABILITIES | 70,774 | 72,827 | |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 138,900 | 139,735 |
4. CONSOLIDATED CASH FLOW STATEMENT
| (EUR /000) | note | 30 June 2017 | 30 June 2016 | |
|---|---|---|---|---|
| A) CASH AND CASH EQUIVALENTS AT THE START OF THE PERIOD | 20,477 | 24,602 | ||
| B) CASH FLOW GENERATED BY (USED IN) OPERATIONS IN THE PERIOD: | ||||
| Net profit (loss) for the year | 4,443 | 541 | ||
| Depreciation/amortisation | 20 | 2,967 | 3,114 | |
| Capital (gains) losses on the sale of Non-current assets | (40) | 87 | ||
| Capital (gains) losses on the sale of Assets held for sale | 0 | (486) | ||
| Net result from financial operations | 21 | 1,068 | 666 | |
| Taxes | 22 | 1,261 | 898 | |
| Change in provisions for risks and future liabilities | 18 | (960) | 1,248 | |
| Change in other assets and liabilities | (3,392) | (591) | ||
| Change in deferred taxes | 22 | (685) | (122) | |
| Change in trade receivables | 14 | (320) | 1,560 | |
| of which related parties | 24 | (23) | 2 | |
| Change in inventories | 14 | 396 | (276) | |
| Change in trade payables | 14 | 5,753 | 2,040 | |
| of which related parties | 24 | 91 | 52 | |
| TOTAL | 10,491 | 8,679 | ||
| C) CASH FLOW GENERATED BY (USED IN) INVESTMENT ACTIVITIES | ||||
| Investments in: | ||||
| - Property, plant & equipment and intangible assets | 12.13 | (2,724) | (1,563) | |
| of which related parties | 24 | (81) | (81) | |
| - Equity investments and securities | 0 | 0 | ||
| - Acquisitions net of acquired cash | 0 | 0 | ||
| - Financial receivables | 55 | 0 | ||
| Disposal of non-current assets | 41 | 9 | ||
| TOTAL | (2,628) | (1,554) | ||
| D) FREE CASH FLOW (B+C) | 7,863 | 7,125 | ||
| E) CASH FLOW GENERATED BY (USED IN) FINANCING ACTIVITIES | ||||
| New financial payables | 15 | 0 | 0 | |
| Repayment of financial payables | 15 | (5,193) | (6,049) | |
| Increase (decrease) in current financial payables | 15 | 674 | (4,664) | |
| Taxes (paid) | 22 | (1,167) | (356) | |
| Interest (paid) | 21 | (285) | (516) | |
| Sale of own shares | 16 | 1,129 | 0 | |
| Change in shareholders' equity reserves | 16 | (457) | (248) | |
| Dividends paid | 16 | (3,596) | 0 | |
| TOTAL | (8,895) | (11,833) | ||
| F) CASH FLOW FROM CONTINUING OPERATIONS (D+E) | (1,032) | (4,708) | ||
| G) CASH FLOW FROM OPERATING ASSETS HELD FOR SALE | - | 626 | ||
| H) Currency translation differences on cash at hand | (494) | (172) | ||
| I) NET CHANGE IN CASH AT HAND (F+G+H) | (1,526) | (4,254) | ||
| J) CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD (A+I) | 18,951 | 20,348 |
5. STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
| overall EC reserves | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (EUR/000) Note |
Share capital | Capital reserves | Consolidation reserve | Other reserves | Retained profit /(loss) | measurement Fair value Currency reserve |
translation reserve Other reserves |
Profit/(Loss) for the period |
Shareholders' equity of shaƌeholdeƌs' eƋuity Total shareholdeƌs' minority interests Group Total equity |
| Balances as at 1 January 2016 | 14,400 21,926 | 14,373 | 9,567 | 3,052 (259) | 5,336 (643) (4,769) | 62,984 | 0 | 62,984 | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Destination of 2015 profit | ||||||||||||
| - Other reserves and provisions | 16 | (3,423) | (1,346) | 4,769 | 0 | 0 | ||||||
| - Dividends | 16 | 0 | 0 | |||||||||
| Income/(expenses) recognised at equity |
16 | 72 | 194 | (16) | 250 | 250 | ||||||
| Change in translation reserve | 16 | (260) | (2) | (262) | (262) | |||||||
| Other changes | 16 | (12) | (12) | (12) | ||||||||
| 2016 profit/loss | 16 | 3,948 | 3,948 | 3,948 | ||||||||
| Balance as at 31 December 2016 | 14,400 21,926 | 11,022 | 9,555 | 1,706 | (65) | 5,076 (661) | 3,948 | 66,908 | 0 | 66,908 | ||
| Destination of 2016 profit | ||||||||||||
| - Other reserves and provisions | 16 | (4,094) | 8,042 | (3,948) | 0 | 0 | ||||||
| - Dividends | 16 | (3,596) | (3,596) | (3,596) | ||||||||
| Income/(expense) recognised at equity |
16 | 528 | 528 | 528 | ||||||||
| Change in translation reserve | 16 | (1,335) | 0 (1,335) | (1,335) | ||||||||
| Other changes | 16 | (105) | 696 | 587 | 1,178 | 1,178 | ||||||
| 2017 profit/loss | 16 | 4,443 | 4,443 | 4,443 | ||||||||
| Balance as at 30 June 2017 | 14,400 21,926 | 6,823 10,251 | 6,739 | 463 | 3,741 (661) | 4,443 | 68,126 | 0 | 68,126 |
NOTES TO THE ACCOUNTS
1. General information
Gefran S.p.A. is incorporated and located at via Sebina 74, Provaglio d'Iseo (BS).
The semi-annual financial report of the Gefran Group for the period ended 30 June 2017 was approved by the Board of Directors on 03 August 2017, which authorised its publication.
The Group's main activities are described in the Report on Operations.
2. Form and content
The semi-annual financial report of the Gefran Group was prepared in accordance with the International Financial Reporting Standards adopted by the European Union.
It comprises the financial statements of Gefran S.p.A., of its subsidiaries and of the direct and indirect affiliates, approved by their respective Boards of Directors. The consolidated companies have adopted international accounting standards, with the exception of some minor Italian and foreign companies, whose financial statements have been restated for the consolidated financial statements of the Group to bring them into line with IAS/IFRS standards.
The independent audit of the semi-annual financial report was conducted by PricewaterhouseCoopers S.p.A.
These consolidated financial statements are presented in euro, the reporting currency of most of the Group companies. Unless otherwise stated, all amounts are expressed in thousands of euro.
3. Accounting schedules
The Gefran Group has adopted:
- a statement of financial position, according to which assets and liabilities are separated into current and non-current categories;
- a statement of profit (loss) for the period, in which costs are classified by nature;
- a statement of profit (loss) for the period and other items of comprehensive income, which shoǁs iŶĐoŵe aŶd Đhaƌges posted diƌeĐtlLJ to shaƌeholdeƌs' eƋuitLJ, Ŷet of tadž effects;
- a cash flow statement prepared using the indirect method, through which pre-tax profit is shown net of the effects of non-monetary transactions, any deferral or provision of previous or future operating collections or payments, and revenue or cost items relating to cash flows resulting from investments or financial activities.
With reference to Consob resolution No. 15519 of 27 July 2006, amounts referring to transactions with related parties and non-recurring items are shown separately from the relevant items in the statement of financial position and income statement.
4. Change in the scope of consolidation
The scope of consolidation at 30 June 2017 is different compared to both that of 31 December 2016 and that of 30 June 2016 and since, on 30 June 2017, cancellation of the subsidiary Gefran South Africa (Pty) Ltd., already in liquidation, became effective.
5. Consolidation principles and valuation criteria
The valuation criteria adopted for the preparation of this semi-annual financial report as at 30 June 2017 are the same as those adopted in preparing the annual financial report for the year ended 31 December 2016.
In line with the requirements of document 2 of 6 February 2009, issued jointly by the Bank of Italy, Consob and ISVAP, note that this semi-annual financial report of the Gefran Group was prepared on the assumption that the Group is a going concern.
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 interim financial statements were prepared using the general historical cost criterion, adjusted as required for the measurement of certain financial instruments.
With reference to Consob Communication No. 0092543 dated 3 December 2015, it is hereby revealed that in the Report on operations the guidelines of the ESMA (ESMA/2015/1415) were followed with regard to the information aimed at ensuring the comparability, reliability and comprehensibility of the Alternative Performance Indicators.
With reference to Consob Communication 0007780 of 28 January 2016, we note that the impacts of the market conditions on the information disclosed in the financial statements were included in the DiƌeĐtoƌs' Repoƌt oŶ OpeƌatioŶs. It is fuƌtheƌŵoƌe Ŷoted that the appliĐatioŶ of IFR" ϭϯ ͞Faiƌ Value MeasuƌeŵeŶt͟ does Ŷot iŶǀolǀe aŶLJ sigŶifiĐaŶt ĐhaŶges iŶ the fiŶaŶĐial stateŵeŶt items for Gefran and currently an assessment is being carried out of the impacts on the financial statements reporting of appliĐatioŶ of IFR" ϵ ͞FiŶaŶĐial IŶstƌuŵeŶts͟ aŶd IFR" ϭϱ ͞ReǀeŶue fƌoŵ ĐoŶtƌaĐts ǁith Đustoŵeƌs͟ both of the latter coming into force as from 1 January 2018.
For details on the seasonal nature of the Group's operations, please refer to the attached "Consolidated iŶĐoŵe stateŵeŶt ďLJ Ƌuaƌteƌ͟.
6. Accounting standards, amendments and interpretations applicable from 1 January 2017
There are no cases identified which are applicable as from 1 January 2017.
7. Accounting standards, amendments and interpretations not yet applicable or not yet in force
At the reporting date, furthermore, the following standards are not yet applicable or not yet in force:
- IŶ MaLJ ϮϬϭϰ, the IA"B aŶd the FA"B joiŶtlLJ puďlished the staŶdaƌd IFR" ϭϱ ͞ReǀeŶues fƌoŵ ĐoŶtƌaĐts ǁith Đustoŵeƌs͟. This staŶdaƌd pƌoposes to iŵpƌoǀe the disĐlosuƌe oŶ ƌeǀeŶues aŶd their comparability between the various sets of financial statements. The new standard is applicable retrospectively, for the annual accounting periods beginning on or after 1 January 2018. Gefran has not opted for early application, although permitted;
- On 24 July 2014, the IASB finalised the project for the review of the accounting standard ƌegaƌdiŶg fiŶaŶĐial iŶstƌuŵeŶts ǁith the ƌelease of the Đoŵplete ǀeƌsioŶ of IFR" ϵ ͞FiŶaŶĐial iŶstƌuŵeŶts͟. IŶ detail, the Ŷeǁ pƌoǀisioŶs of IFR" ϵ: ;iͿ ĐhaŶge the ĐlassifiĐatioŶ aŶd measurement model for the financial assets; (ii) introduce a new way of writing down the financial assets, which takes into account the expected losses (so-called expected credit losses); (iii) change the provisions concerning hedge accounting. The provisions of IFRS 9 are effective as from the accounting periods beginning on or after 1 February 2018. Gefran has not opted for early application, although permitted;
- IŶ JaŶuaƌLJ ϮϬϭϲ, the IA"B puďlished IFR" ϭϲ ͞LeasiŶg͟. This Ŷeǁ staŶdaƌd ǁill ƌeplaĐe the current 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 financial lease (on balance sheet) and an operating lease (off balance sheet). By means of IFRS 16, the accounting treatment of the operating lease will be placed on the same footing as a financial lease. The IASB envisaged the optional exemption for certain lease agreements with a low value and which are short-term. This standard will be applicable as from 1 January 2019. Early application will be possiďle if IFR" ϭϱ ͞ReǀeŶues fƌoŵ ĐoŶtƌaĐts ǁith Đustoŵeƌs͟ is adopted at the saŵe tiŵe.
- IŶ JuŶe ϮϬϭϲ, the IA"B issued aŶ aŵeŶdŵeŶt to IFR" Ϯ ͞"haƌe-ďased paLJŵeŶts͟. These amendments clarify how to recognise certain share-based payments. Said amendments will be applicable as from 1 January 2018;
- IŶ "epteŵďeƌ ϮϬϭϲ, the IA"B issued aŶ aŵeŶdŵeŶt to IFR" ϰ ͞IŶsuƌaŶĐe ĐoŶtƌaĐts͟ ƌelatiŶg to the appliĐatioŶ of IFR" ϵ ͞FiŶaŶĐial iŶstƌuŵeŶts͟ iŶ ƌelatioŶ to the suďjeĐt of iŶsuƌaŶĐe agreements. Said amendments will be applicable as from 1 January 2018;
- IŶ DeĐeŵďeƌ ϮϬϭϲ, the IA"B issued IFRIC ϮϮ ͞FoƌeigŶ ĐuƌƌeŶĐLJ tƌaŶsaĐtioŶs aŶd adǀaŶĐe ĐoŶsideƌatioŶ͟. The staŶdaƌd defiŶes the edžĐhaŶge ƌate to ďe used to ƌepoƌt foƌeigŶ ĐuƌƌeŶĐLJ transactions for which payment or collection is made in advance, and will be applicable as from 1 January 2018;
- IŶ DeĐeŵďeƌ ϮϬϭϲ, the IAB" issued aŵeŶdŵeŶts to IA" ϰϬ ͞IŶǀestŵeŶt pƌopeƌtLJ͟, ǁith the aiŵ of regulating transfers to and from investment property. Particular consideration is given to whether a property under construction or development can be transferred from inventory to investment property, when there has been an evident change in use. This standard is applicable as from 1 January 2018;
- within the sphere of the annual improvement process for the standards, the IASB has published the Annual amendments to the IFRS 2014-2016. This amendments supplement and partially change the existing standards and concern:
- (i) IFRS 12 "Disclosure of interests in other entities";
- (ii) IFRS 1 "First-time adoption of International Financial Reporting Standards";
- (iii) IA" Ϯϴ ͞IŶǀestŵeŶts iŶ affiliates aŶd joiŶt ǀeŶtuƌes͟;
- in may 2017 the IABS issued the new IFRS 17 standard "Insurance contracts", which regulates the accounting treatment of insurance contracts. This standard will replace the IFRS 4 and will apply from 1 January 2021.
In addition, the approval process for the following principles that are not yet applicable has not yet been completed:
54 GEFRAN GROUP – SEMI-ANNUAL FINANCIAL REPORT AS AT 30 JUNE 2017
- IŶ FeďƌuaƌLJ ϮϬϭϲ, the IA"B issued aŶ aŵeŶdŵeŶt to IA" ϭϮ ͞IŶĐoŵe tadžes͟. These aŵeŶdŵeŶts clarify how to recognise deferred tax assets relating to debt instruments valued at fair value. Said amendments will be applicable as from 1 January 2017;
- iŶ FeďƌuaƌLJ ϮϬϭϲ, the IA"B issued aŶ aŵeŶdŵeŶt to IA" ϳ ͞DisĐlosuƌe oŶ Đash floǁ stateŵeŶt͟. These amendments to IAS 7 introduce an additional disclosure that will allow users of the financial statements to evaluate changes in liabilities arising from financing activities. Said amendments will be applicable as from 1 January 2017.
The Group will adopt these new standards, amendments and interpretations on the basis of the envisaged date of application, and will assess the potential impacts.
8. Main decisions in the application of accounting standards and uncertainties in making estimates
In drafting this Semi-Annual Report, in accordance with the IAS/IFRS standards, the Group makes use of estimates and assumptions to assess certain items. These are not based on historical experience and uncertain assumptions, but on realistic data, assessed regularly and, if necessary, updated, with effect on the income statement for the period and for future periods. The uncertainty inherent in these assessment estimates may lead to misalignment between the estimates made and the actual effects of the estimated events on the financial statements.
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:
Provision for inventory write-down
Inventories are stated as the lower between the cost of purchase (measured using the weighted average cost method) and the net realisable value. The provision for inventory write-down is necessary in order to adjust the value of inventories to the estimated realisable value: inventory composition is analysed for slow-moving stocks, with the aim of assessing a prudent provision that reflects any obsolescence of same.
Provision for doubtful receivables
The provision for doubtful receivables reflects management's estimates regarding the recoverability of receivables from customers. Management's assessment is based on experience and on an analysis of situations with a known or probable risk of non-collection.
Goodwill and intangible assets with a definite life
These are periodically subject to evaluation through the impairment test, with the aim of determining their present value and accounting for any differences in value; for details, see the specific sections of the notes to the financial statements.
Employee benefits
The provision for the post-employment benefit reserve is posted to the financial statements and annually reviewed by external actuaries, taking into account assumptions regarding the discount rate, inflation and demographic assumptions; for details, see the specific section of the notes to the financial statements.
Deferred tax assets
The recoverability of deferred tax assets is periodically evaluated, based on the results achieved and on the business plans prepared by management.
Current and non-current provisions
Provisions are made for risks of a legal and fiscal nature to represent the risk of a negative 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.
9. Financial instruments: supplementary disclosure pursuant to IFRS 7
The Gƌoup's aĐtiǀities aƌe edžposed to diffeƌeŶt tLJpes of ƌisk: ŵaƌket ƌisk ;iŶĐludiŶg edžĐhaŶge ƌate ƌisks, interest rate risks and price risksͿ, Đƌedit ƌisk aŶd liƋuiditLJ ƌisk. The Gƌoup's ƌisk ŵaŶageŵeŶt stƌategLJ foĐuses oŶ the ŵaƌkets' uŶpƌediĐtaďilitLJ aŶd is iŶteŶded to ŵiŶiŵise the poteŶtial Ŷegatiǀe effeĐts oŶ the Gƌoup's ƌesults. CeƌtaiŶ tLJpes of ƌisk aƌe ŵitigated thƌough the use of deƌivatives. Coordination and ŵoŶitoƌiŶg of the ŵaiŶ fiŶaŶĐial ƌisks aƌe ĐeŶtƌalised iŶ the Gƌoup's FiŶaŶĐe aŶd AdŵiŶistƌatioŶ Department, as well as the Purchasing function as regards the price risk, in close partnership with the Gƌoup's opeƌatiŶg uŶits. Risk ŵaŶageŵeŶt poliĐies aƌe appƌoǀed ďLJ the Gƌoup's AdŵiŶistƌatioŶ, FiŶaŶĐe and Control Department, which provides written guidelines for the management of the risks listed above and the use of derivative and non-derivative financial instruments. As part of the sensitivity aŶalLJses desĐƌiďed ďeloǁ, the effeĐt oŶ the Ŷet pƌofit figuƌe aŶd oŶ shaƌeholdeƌs' eƋuitLJ is deteƌŵiŶed gross of the tax effect.
Exchange rate risks
The Group is exposed to the risk of fluctuations in exchange rates in relation to commercial transactions aŶd the Đash held iŶ ĐuƌƌeŶĐies otheƌ thaŶ the euƌo, the Gƌoup's fuŶĐtioŶal ĐuƌƌeŶĐLJ. AƌouŶd Ϯϴ% of sales are denominated in a different currency. Specifically, the Group is most exposed to the following exchange rates:
- EUR /RMB to the tune of 10%, mainly related to the Chinese operating company Gefran Siei Drives Technology;
- EUR/USD to the tune of 9%, mainly related to the commercial transactions of Parent Company Gefran S.p.A. and the subsidiary Gefran Inc.;
- the remainder is divided among EUR/BRL, EUR/GBP, EUR/CHF, EUR/INR, EUR/TRL.
The Group hedges some of its foreign currency transactions by trading exchange rate derivatives (currency forward purchase and sale), the due dates of which coincide with that of the hedged transaction, in order to maximise its effectiveness. The main exchange rate risk hedging activity is conducted through forward exchange rate option sale and purchase transactions.
The sensitivity to a hypothetical and unexpected change of the exchange rates of 5% and 10% in the fair value of the financial statement assets and liabilities is shown below:
56 GEFRAN GROUP – SEMI-ANNUAL FINANCIAL REPORT AS AT 30 JUNE 2017
| Description | 30 June 2017 | 30 June 2016 | ||
|---|---|---|---|---|
| (EUR /000) | -5% | +5% | -5% | +5% |
| Chinese renminbi | 10 | (9) | (14) | 13 |
| US dollar | 19 | (17) | (13) | 12 |
| Total | 29 | (26) | (27) | 25 |
| Description | 30 June 2017 | 30 June 2016 | ||||
|---|---|---|---|---|---|---|
| (EUR /000) | -10% | +10% | -10% | +10% | ||
| Chinese renminbi | 20 | (16) | (30) | 25 | ||
| US dollar | 40 | (33) | (28) | 23 | ||
| Total | 60 | (49) | (58) | 48 |
The sensitivity to a hypothetical and unexpected change of the most significant exchange rates of 5% and 10% on the net profit for the period is shown below:
| Description | 30 June 2017 | 30 June 2016 | ||||
|---|---|---|---|---|---|---|
| (EUR /000) | -5% | +5% | -5% | +5% | ||
| Chinese renminbi | (65) | 58 | (14) | 14 | ||
| US dollar | 29 | (27) | 51 | (47) | ||
| Total | (36) | 31 | 37 | (33) |
| Description | 30 June 2017 | 30 June 2016 | ||||
|---|---|---|---|---|---|---|
| (EUR /000) | -10% | +10% | -10% | +10% | ||
| Chinese renminbi | (136) | 112 | (30) | 26 | ||
| US dollar | 62 | (51) | 109 | (89) | ||
| Total | (74) | 61 | 79 | (63) |
Finally, the sensitivity to a hypothetical and unexpected change of the most significant exchange rates of ϱ% aŶd ϭϬ% oŶ shaƌeholdeƌs' eƋuitLJ is shoǁŶ below:
| Description | 30 June 2017 | 30 June 2016 | ||
|---|---|---|---|---|
| (EUR /000) | -5% | +5% | -5% | +5% |
| Chinese renminbi | 2,109 | 713 | 818 | (739) |
| US dollar | 43 | (513) | 325 | (294) |
| Total | 2,152 | 200 | 1,143 | (1,033) |
| Description | 30 June 2017 | 30 June 2016 | ||
| (EUR /000) | -10% | +10% | -10% | +10% |
| Chinese renminbi | 2,923 | 111 | 1,726 | (1,411) |
| US dollar | 367 | (753) | 685 | (561) |
Interest rate risk
The interest rate risk to which the Group is exposed mainly originates from long-term loans that are taken out at a variable interest rate. Variable -rate loans expose the Group to a risk associated with
Total 3,290 (642) 2,411 (1,972)
interest rate volatility (the cash flow risk). The Group uses derivatives to hedge its exposure to interest rate risk, stipulating Interest Rate Swap (IRS) and Interest Rate CAP contracts.
The Gƌoup's AdŵiŶistƌatioŶ aŶd FiŶaŶĐe DepaƌtŵeŶt ŵoŶitoƌs edžposuƌe to the iŶteƌest ƌate ƌisk aŶd proposes appropriate hedging strategies to contain exposure within the limits defined and agreed in the Gƌoup's poliĐies, usiŶg deƌiǀatiǀes ǁheŶ ŶeĐessaƌLJ.
The table below shows a sensitivity analysis of the impact that an interest rate increase/decrease of 100 basis points would have on the consolidated net profit/(loss), comparing interest rates at 30 June 2017 and 30 June 2016, while keeping other variables unchanged.
| (EUR /000) | 2017 | 2016 | ||||
|---|---|---|---|---|---|---|
| -100 | 100 | -100 | 100 | |||
| EUR | 15 | (43) | (188) | 52 | ||
| Total | 15 | (43) | (188) | 52 |
The potential impacts shown above are calculated with reference to the net liabilities that account for the ŵost sigŶifiĐaŶt poƌtioŶ of the Gƌoup's debt on the reporting date of this interim financial report, and measuring, on this amount, the effect on net financial liability charges resulting from the change in interest rates on an annual basis.
The net liabilities considered in this analysis include floating-rate financial assets and liabilities, cash and cash equivalents and derivative financial instruments, the value of which is affected by interest rate fluctuations.
The table below shows the carrying value as at 30 June 2017, broken down by maturity, of the Group's financial instruments exposed to the interest rate risk:
| Floating rate | <1 year | 1-5 years | >5 years | Total |
|---|---|---|---|---|
| (EUR /000) | ||||
| Loans due | 9,350 | 11,359 | - | 20,709 |
| Other accounts payable | 23 | - | - | 23 |
| Account overdrafts | 7,928 | - | - | 7,928 |
| Cash pooling current account overdrafts | - | - | - | - |
| Leases | - | - | - | - |
| Total liabilities | 17,301 | 11,359 | - | 28,660 |
| Cash in current accounts | 18,855 | - | - | 18,855 |
| Other cash | - | - | ||
| Cash in cash pooling current accounts | - | - | - | - |
| Total assets | 18,855 | - | - | 18,855 |
| Total variable rate | 1,554 | (11,359) | - | (9,805) |
Unlike net debt figures, the amounts shown in the table above do not include the fair value of derivatives (negative for EUR 62 thousand), deferred financial income (for EUR 181 thousand) or cash on hand (positive for EUR 96 thousand).
Liquidity risk
PƌudeŶt ŵaŶageŵeŶt of the liƋuiditLJ ƌisk aƌisiŶg fƌoŵ the Gƌoup's Ŷoƌŵal opeƌatioŶs ƌeƋuiƌes aŶ 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 Gƌoup's AdŵiŶistƌatioŶ aŶd FiŶaŶĐe DepaƌtŵeŶt ŵoŶitoƌs foƌeĐasts oŶ the use of the Gƌoup's liquidity reserves based on expected cash flows. The table below shows the amount of liquidity reserves available on the reference dates:
| Description | 2017 | 2016 | changes |
|---|---|---|---|
| (EUR /000) | |||
| Cash and cash equivalents | 96 | 86 | 10 |
| Cash in bank deposits | 18,855 | 20,388 | (1,533) |
| Term deposits – less than 3 months | - | 3 | (3) |
| Total liquidity | 18,951 | 20,477 | (1,526) |
| Multiple mixed credit lines | 15,283 | 15,000 | 283 |
| Cash flexibility credit lines | 8,835 | 8,785 | 50 |
| Invoice factoring credit lines | 12,589 | 12,934 | (345) |
| Total credit lines available | 36,708 | 36,719 | (11) |
| Total liquidity available | 55,659 | 57,196 | (1,537) |
To complete disclosure on financial risks, the table below shows a reconciliation of financial asset and liability classes, as identified in the Group's statement of financial position, and the types of financial assets and liabilities identified on the basis of IFRS 7 requirements:
| Note | Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|---|
| (EUR /000) | |||||
| Available-for-sale assets valued at fair value: | |||||
| Shareholdings valued at fair value with a balancing item in other overall profit/(loss) |
882 | - | 1,443 | 2,325 | |
| Hedging transactions | - | 3 | - | 3 | |
| Total assets | 882 | 3 | 1,443 | 2,328 | |
| Hedging transactions | - | (65) | - | (65) | |
| Total liabilities | - | (65) | - | (65) |
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 evaluation techniques based on variables that may be observed in active markets, which in this case include the evaluation of interest rate hedging and of foreign exchange hedging. 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 evaluation techniques based on variables that may not be observed, and in particular the values of equity investments in other companies that are not listed on international markets whose value has not suffered overall changes compared to 31 December 2016.
Below is a reconciliatioŶ of fiŶaŶĐial asset aŶd liaďilitLJ Đlasses, as ideŶtified iŶ the Gƌoup's stateŵeŶt of financial position, and the types of financial assets and liabilities identified on the basis of IFRS 7 requirements, for the first half 2016:
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| (EUR /000) | ||||
| Available-for-sale assets valued at fair value: | ||||
| Shareholdings valued at fair value with a balancing item in other overall | ||||
| profit/(loss) | 352 | $\overline{\phantom{a}}$ | 1,448 | 1,800 |
| Hedging transactions | $\overline{\phantom{0}}$ | 6 | 6 | |
| Total assets | 352 | G. | 1,448 | 1,806 |
| Hedging transactions | ٠ | 320 | ۰ | 320 |
| Total liabilities | - | 320 | ٠ | 320 |
Credit risk
The GefƌaŶ Gƌoup deals ŵaiŶlLJ ǁith kŶoǁŶ aŶd ƌeliaďle Đustoŵeƌs. The Gƌoup's Đƌedit poliĐLJ 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.
The Group has 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 liƋuiditLJ oŶ the ŵaƌket. The pƌoĐess of deǀaluatioŶ, Đaƌƌied out iŶ aĐĐoƌdaŶĐe ǁith the Gƌoup's procedures, establishes that credit positions are devalued in percentage terms based on the overdue period of time; individual trade positions for which there is objective evidence of insolvency are also impaired.
The Gefran Group has established formal procedures for customer credit and credit collection through the credit department and in partnership with leading external law offices. All the procedures put in place are intended to reduce credit risk. Exposure to other forms of credit, such as financial receivables, is constantly monitored and reviewed monthly or at least quarterly, in order to determine any losses or recovery-associated risks.
At 30 June 2017, gross trade receivables totalled EUR 34,986 thousand (EUR 35,129 thousand at 31 December 2016), and included EUR 2,123 thousand (EUR 2,632 thousand at 31 December 2016) related to receivables subject to individual impairment; of the remaining amount, the sum overdue by less than two months was EUR 2,691 thousand (EUR 2,238 thousand at 31 December 2016), while that overdue by more than two months was EUR 6,749 thousand (EUR 6,569 thousand at 31 December 2016).
Risk of change in raw material prices
The Gƌoup's edžposuƌe to pƌiĐe ƌisk is ŵiŶiŵal. PuƌĐhases of ŵateƌials aŶd ĐoŵpoŶeŶts suďjeĐt to fluctuations in raw material prices are not significant. The purchase costs of the main components are usually set with counterparties for the full year, and reflected in the budget. The Group has in place structured and formalised governance systems that it uses to regularly analyse its margins. Commercial operations are coordinated by business area, so as to monitor sales and manage discounts.
Fair value of financial instruments
All the Gƌoup's fiŶaŶĐial iŶstƌuŵeŶts aƌe ƌeĐoƌded iŶ the fiŶaŶĐial stateŵeŶts at faiƌ ǀalue. The aŵouŶt of financial liabilities valued at amortised cost is considered close to the fair value on the reporting date.
The taďle ďeloǁ suŵŵaƌises the Gƌoup's Ŷet deďt, ĐoŵpaƌiŶg faiƌ ǀalue aŶd ĐaƌƌLJiŶg ǀalue:
| carrying value | fair value | ||||
|---|---|---|---|---|---|
| (EUR /000) | 2017 | 2016 | 2017 | 2016 | |
| Financial assets | |||||
| Cash and cash equivalents | 96 | 86 | 96 | 86 | |
| Cash in bank deposits | 18,855 | 20,388 | 18,855 | 20,388 | |
| Securities held for trading | 3 | 3 | |||
| Financial assets for derivatives | 3 | 4 | 3 | 4 | |
| Non-current financial assets | 181 | 181 | |||
| Total financial assets | 19,135 | 20,481 | 19,135 | 20,481 | |
| Financial liabilities | |||||
| Current portion of long-term debt | (9,350) | (9,857) | (9, 350) | (9, 857) | |
| Short-term bank debt | (7,928) | (7, 226) | (7,928) | (7, 226) | |
| Financial liabilities for derivatives | (65) | (220) | (65) | (220) | |
| Factoring | (15) | (43) | (15) | (43) | |
| Other financial payables | (8) | (8) | (8) | (8) | |
| Non-current financial debt | (11, 359) | (16, 045) | (11, 359) | (16, 045) | |
| Total financial liabilities | (28, 725) | (33, 399) | (28, 725) | (33, 399) | |
| Total net debt | (9,590) | (12, 918) | (9,590) | (12, 918) |
10. Information by business area
10.1. Primary segment – sector of activity
The organisational structure of the Gefran Group is divided into three areas of activity: sensors, automation components and drives. The economic trends and the main investments are covered in the Report on Operations.
Figures by business area
| (EUR /000) | 30 June 2017 | 30 June 2016 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenues | EBITDA | $%$ of revenues |
EBIT | $%$ of revenues |
Revenues | EBITDA | $%$ of revenues |
EBIT | $%$ of revenues |
||
| Sensors | 29,942 | 8,521 | 28.5% | 7,362 | 24.6% | 25,237 | 6,678 | 26.5% | 5,576 | 22.1% | |
| Automation | |||||||||||
| components | 18,667 | 2,529 | 13.5% | 1,642 | 8.8% | 16,484 | 680 | 4.1% | (253) | $-1.5%$ | |
| Drives | 18,599 | (1,992) | $-10.7%$ | (2, 913) | $-15.7%$ | 19,536 | (2,732) | $-14.0%$ | (3,811) | $-19.5%$ | |
| Eliminations | (2, 158) | (1, 595) | |||||||||
| Total | 65,050 | 9,058 | 13.9% | 6,091 | 9.4% | 59,662 | 4,626 | 7.8% | 1,512 | 2.5% |
Intersegment sales are booked at transfer prices, which are broadly in line with market prices.
Statement of financial position figures by business area
| (EUR /000) | Sen sors |
Compo nents |
Dri ves |
Not divided |
30 June 2017 |
Sen sors |
Compo nents |
Dri ves |
Not divided |
31 December 2016 |
|---|---|---|---|---|---|---|---|---|---|---|
| Intangible assets | 7,924 | 2,725 | 2,707 | 13,356 | 8,472 | 2,901 | 2,980 | 14,353 | ||
| Tangible assets | 10,143 | 11,213 | 15,771 | 37,127 | 10,196 | 10,282 | 16,453 | 36,931 | ||
| Financial assets | 11,068 | 11,068 | 10,176 | 10,176 | ||||||
| Net non-current assets | 18,067 | 13,938 | 18,478 | 11,068 | 61,551 | 18,668 | 13,183 | 19,433 | 10,176 | 61,460 |
| Inventories | 5,045 | 3,845 | 11,783 | 20,673 | 4,565 | 3,543 | 13,481 | 21,589 | ||
| Trade receivables | 11,363 | 8,143 | 11,025 | 30,531 | 9,279 | 7,652 | 13,814 | 30,745 | ||
| Trade payables | (7,688) | (6,201) | (8,330) | (22,219) | (5,193) | (4,449) | (6,938) | (16,580) | ||
| Other assets/liabilities | (2,831) | (2,348) | (1,703) | 506 | (6,376) | (3,467) | (2,593) | (2,496) | (1,369) | (9,925) |
| Working capital | 5,889 | 3,439 | 12,775 | 506 | 22,609 | 5,184 | 4,153 | 17,861 | (1,369) | 25,829 |
| Provisions for risks and future liabilities |
(833) | (223) | (813) | (218) | (2,088) | (937) | (297) | (965) | (261) | (2,460) |
| Deferred tax provisions | (960) | (960) | (1,005) | (1,005) | ||||||
| Employee benefits | (1,511) | (2,031) | (1,068) | (4,610) | (1,556) | (2,230) | (1,426) | (5,212) | ||
| Invested capital from operations | 21,612 | 15,123 | 29,372 | 10,396 | 76,502 | 21,359 | 14,809 | 34,903 | 7,541 | 78,612 |
| Invested capital from assets held for sale |
- | - | - | 1,214 | 1,214 | - | - | - | 1,214 | 1,214 |
| Net invested capital | 21,612 | 15,123 | 29,372 | 11,610 | 77,716 | 21,359 | 14,809 | 34,903 | 8,755 | 79,826 |
| Shaƌeholdeƌs' eƋuity | 68,126 | 68,126 | 66,908 | 66,908 | ||||||
| Non-current financial payables | 11,359 | 11,359 | 16,045 | 16,045 | ||||||
| Current financial payables | 17,301 | 17,301 | 17,134 | 17,134 | ||||||
| Financial liabilities for derivatives | 65 | 65 | 220 | 220 | ||||||
| Financial assets for derivatives | (3) | (3) | (4) | (4) | ||||||
| Cash and cash equivalents and current financial receivables |
(18,951) | (18,951) | (20,477) | (20,477) | ||||||
| Net debt relating to operations | - | - | - | 9,771 | 9,771 | - | - | - | 12,918 | 12,918 |
| Total sources of financing | - | - | - | 77,897 | 77,897 | - | - | - | 79,826 | 79,826 |
10.2. Secondary segment - revenues by geographic region
| Geographic region | 30 June 2017 | 30 June 2016 | Change | % |
|---|---|---|---|---|
| (EUR /000) | ||||
| Italy | 19,000 | 17,344 | 1,656 | 9.5% |
| European Union | 17,340 | 16,524 | 816 | 4.9% |
| Europe non-EU | 3,295 | 3,268 | 27 | 0.8% |
| North America | 7,210 | 7,416 | (206) | -2.8% |
| South America | 2,276 | 1,875 | 401 | 21.4% |
| Asia | 15,015 | 12,043 | 2,972 | 24.7% |
| Rest of the World | 418 | 314 | 104 | 33.1% |
| Total | 64,554 | 58,784 | 5,770 | 9.8% |
10.3. Secondary segment - investments by geographic region
| 30 June 2017 | 30 June 2016 | |||
|---|---|---|---|---|
| Geographic region | intangible assets and goodwill |
tangible assets | intangible assets and goodwill |
tangible assets |
| (EUR/000) | ||||
| Italy | 391 | 2,218 | 858 | 552 |
| European Union | 0 | 31 | 0 | 13 |
| Europe non-EU | 9 | 5 | 1 | 11 |
| North America | 4 | 9 | 0 | 4 |
| South America | 0 | 37 | 0 | 67 |
| Asia | 4 | 14 | 0 | 57 |
| Rest of the World | 1 | 1 | 0 | 0 |
| Total | 409 | 2,315 | 859 | 704 |
10.4. Secondary segment - non-current assets by geographic region
| Geographic region | 30 June 2017 | 31 December 2016 | Change | % |
|---|---|---|---|---|
| (EUR /000) | ||||
| Italy | 47,748 | 46,547 | 1,201 | 2.6% |
| European Union | 2,250 | 2,118 | 132 | 6.2% |
| Europe non-EU | 2,597 | 2,703 | (106) | -3.9% |
| North America | 4,024 | 4,410 | (386) | -8.8% |
| South America | 343 | 364 | (21) | -5.8% |
| Asia | 4,770 | 5,318 | (548) | -10.3% |
| Rest of the World | 0 | 0 | 0 | n.s. |
| Total | 61,732 | 61,460 | 272 | 0% |
11. Goodwill
͞Goodǁill͟ totalled EUR 5,879 thousand at 30 June 2017, a decrease of EUR 214 thousand compared with 31 December 2016, and breaks down as follows:
| (EUR /000) | 31 December 2016 | Increases | Decreases | Exchange rate differences |
30 June 2017 |
|---|---|---|---|---|---|
| Gefran France SA | 1,310 | - | - | - | 1,310 |
| Gefran India | 44 | - | - | (1) | 43 |
| Gefran Inc. | 2,785 | - | - | (213) | 2,572 |
| Sensormate AG | 1,954 | - | - | - | 1,954 |
| 6,093 | - | - | (214) | 5,879 |
The goodwill acquired following business combinations was allocated to specific CGUs for the purpose of impairment testing.
The carrying values of goodwill is shown below.
| Description | Year | Goodwill France | Goodwill India | Goodwill USA | Goodwill Switzerland |
Total |
|---|---|---|---|---|---|---|
| (EUR /000) | ||||||
| Sensors | 2017 | 1,310 | 2,572 | 1,954 | 5,836 | |
| 2016 | 1,310 | - | 2,785 | 1,954 | 6,049 | |
| Drives | 2017 | 43 | 43 | |||
| 2016 | - | 44 | - | 44 | ||
| Total | 2017 | 1,310 | 43 | 2,572 | 1,954 | 5,879 |
| 2016 | 1,310 | 44 | 2,785 | 1,954 | 6,093 |
The main assumptions that management uses to calculate the value in use of the cash generating unit regard the discount rate (WACC) and the long-term growth rate, as well as the cash flows deriving from the Group Plan.
In preparing the condensed consolidated interim financial statements, impairment tests are performed on goodwill values in the presence of any impairment indicators.
In examining the possible impairment indicators and in developing its evaluations, the management took into account, among other things, also the relation between the market capitalisation and the ĐaƌƌLJiŶg ǀalue of the Gƌoup shaƌeholdeƌs' eƋuitLJ; at ϯϬ JuŶe ϮϬϭϳ, the ŵaƌket ĐapitalisatioŶ ǁas higheƌ than the Group's shareholders' equity:
Moreover, the improvement in the main economic indicators recorded in the first half of 2017 in all Group businesses, as well as the forecast for the second half, confirms the absence of internal or external impairment indicators.
12. Intangible assets
"Intangible assets" exclusively comprises assets with a definite life, and decreased from EUR 8,260 thousand at 31 December 2016 to EUR 7,477 thousand at 30 June 2017. The changes during the period are shown below.
| Historical cost | 31 December 2016 |
Increases (*) |
Decreases Reclassifications | Exchange rate effect |
30 June 2017 |
|
|---|---|---|---|---|---|---|
| (EUR /000) | ||||||
| Development costs | 16,716 | - | - | 66 | - | 16,782 |
| Intellectual property rights | 1,669 | 59 | (3) | 4,034 | (35) | 5,724 |
| Assets in progress and payments on account | 836 | 344 | - | (213) | - | 967 |
| Other assets | 7,404 | 6 | - | 109 | (28) | 7,491 |
| Total | 26,625 | 409 | (3) | 3,996 | (63) | 30,964 |
| Accumulated amortisation | 31 December 2016 |
Increases | Decreases Reclassifications | Exchange rate effect |
30 June 2017 |
|
| (EUR /000) | ||||||
| Development costs | 11,981 | 749 | - | - | - | 12,730 |
| Intellectual property rights | 736 | 164 | (3) | 3,996 | (26) | 4,867 |
| Other assets | 5,648 | 247 | - | - | (5) | 5,890 |
| Total | 18,365 | 1,160 | (3) | 3,996 | (31) | 23,487 |
| Net value | 31 December 2016 |
30 June 2017 |
Changes |
|---|---|---|---|
| (EUR /000) | |||
| Development costs | 4,735 | 4,052 | (683) |
| Intellectual property rights | 933 | 857 | (76) |
| Assets in progress and payments on account | 836 | 967 | 131 |
| Other assets | 1,756 | 1,601 | (155) |
| Total | 8,260 | 7,477 | (783) |
(*) include EUR 298 thousand arising from capitalisation of internal costs.
This is the table of changes related to the first half of 2016:
| Historical cost | 31 Dec 2015 |
Increases | Decreases Reclassifications | Exchange rate effect |
30 June 2016 |
|
|---|---|---|---|---|---|---|
| (EUR /000) | ||||||
| Development costs | 14,676 | 174 | - | 746 | (22) | 15,574 |
| Intellectual property rights | 5,617 | 57 | (14) | 36 | (11) | 5,685 |
| Assets in progress and payments on account | 1,972 | 591 | - | (793) | - | 1,770 |
| Other assets | 7,124 | 37 | (39) | 12 | (19) | 7,115 |
| Total | 29,389 | 859 | (53) | 1 | (52) | 30,144 |
| Accumulated amortisation | 31 Dec 2015 |
Increases | Decreases Reclassifications | Exchange rate effect |
30 June 2016 |
|
| (EUR /000) | ||||||
| Development costs | 10,434 | 750 | - | - | (9) | 11,175 |
| Intellectual property rights | 4,474 | 173 | (13) | - | (17) | 4,617 |
| Other assets | 5,259 | 221 | (39) | - | (13) | 5,428 |
| Total | 20,167 | 1,144 | (52) | - | (39) | 21,220 |
| Net value | 31 Dec 2015 |
30 June 2016 |
Changes |
|---|---|---|---|
| (EUR /000) | |||
| Development costs | 4,242 | 4,399 | 157 |
| Intellectual property rights | 1,143 | 1,068 | (75) |
| Assets in progress and payments on account | 1,972 | 1,770 | (202) |
| Other assets | 1,865 | 1,687 | (178) |
| Total | 9,222 | 8,924 | (298) |
Development costs include the capitalisation of costs incurred for the following activities:
- EUR 1,176 thousand relating to new lines for mobile hydraulics, melt sensors (IJ and MJ), pressure transducers (KS) and contactless linear position transducers (ONDA and RK);
- EUR 1,648 thousand to component lines for the new range of regulators, GFW; GF Project VX, G Cube Performa and G Cube Fit;
- EUR 1,241 thousand relating to the new range of ADV 200 drives, lift and power supplies.
These assets are considered to have a useful life of 5 years.
Intellectual property rightsexclusively comprises the costs incurred to purchase the company IT system management programmes and the use of licences for third-party software. These assets have a useful life of three years.
Assets in progress and payments on account includes payments on account made to suppliers to purchase software programmes and licences expected to be delivered during the next year; it also includes EUR 797 thousand in development costs, the benefits of which will be recognised on the income statement from the following year, allocated to sensors (EUR 30 thousand), components (EUR 476 thousand) and drives (EUR 290 thousand).
Other assets includes almost all the costs incurred by Parent Company Gefran S.p.A. 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 five years.
13. Property, plant, machinery and tools
"Property, plant, equipment and tools" increased from EUR 36,931 thousand at 31 December 2016 to EUR 37,127 thousand at 30 June 2017. The changes are shown in the table below:
| Historical cost | 31 December 2016 |
Increases (*) |
Decreases Reclassifications | Exchange rate effect |
30 June 2017 |
|
|---|---|---|---|---|---|---|
| (EUR /000) | ||||||
| Land | 4,535 | - | - | - | (20) | 4,515 |
| Industrial buildings | 39,826 | 6 | (2) | 25 | (268) | 39,587 |
| Plant and machinery | 37,336 | 189 | (1,129) | 90 | (377) | 36,109 |
| Industrial and commercial equipment | 19,488 | 212 | (10) | 61 | (56) | 19,695 |
| Other assets | 8,171 | 99 | (336) | 20 | (142) | 7,812 |
| Assets in progress and payments on account | 531 | 1,809 | - | (192) | (4) | 2,144 |
| Total | 109,887 | 2,315 | (1,477) | 4 | (867) | 109,862 |
| Accumulated amortisation | 31 December 2016 |
Increases | Decreases Reclassifications | Exchange rate effect |
30 June 2017 |
|
|---|---|---|---|---|---|---|
| (EUR /000) | ||||||
| Industrial buildings | 16,313 | 462 | (2) | - | (93) | 16,680 |
| Plant and machinery | 31,518 | 766 | (1,129) | 5 | (296) | 30,864 |
| Industrial and commercial equipment | 17,906 | 402 | (9) | - | (51) | 18,248 |
| Other assets | 7,219 | 177 | (336) | (1) | (116) | 6,943 |
| Total | 72,956 | 1,807 | (1,476) | 4 | (556) | 72,735 |
| Net value | 31 December 2016 |
30 June 2017 |
Changes |
|---|---|---|---|
| (EUR /000) | |||
| Land | 4,535 | 4,515 | (20) |
| Industrial buildings | 23,513 | 22,907 | (606) |
| Plant and machinery | 5,818 | 5,245 | (573) |
| Industrial and commercial equipment | 1,582 | 1,447 | (135) |
| Other assets | 952 | 869 | (83) |
| Assets in progress and payments on account | 531 | 2,144 | 1,613 |
| Total | 36,931 | 37,127 | 196 |
(*) include EUR 12 thousand arising from capitalisation of internal costs.
This is the table of changes related to the first half of 2016:
| Historical cost | 31 Dec 2015 |
Increases | Decreases Reclassifications | Exchange rate effect |
30 June 2016 |
|
|---|---|---|---|---|---|---|
| (EUR /000) | ||||||
| Land | 4,526 | - | - | - | (5) | 4,521 |
| Industrial buildings | 39,669 | 80 | - | - | (76) | 39,673 |
| Plant and machinery | 38,799 | 132 | (52) | 382 | (222) | 39,039 |
| Industrial and commercial equipment | 21,951 | 309 | (113) | 56 | (45) | 22,158 |
| Other assets | 11,519 | 72 | (88) | (93) | (42) | 11,368 |
| Assets in progress and payments on account | 546 | 111 | (2) | (346) | 1 | 310 |
| Total | 117,010 | 704 | (255) | (1) | (389) | 117,069 |
| Accumulated amortisation | 31 Dec 2015 |
Increases | Decreases Reclassifications | Exchange rate effect |
30 June 2016 |
|
| (EUR /000) | ||||||
| Industrial buildings | 15,324 | 466 | - | - | 13 | 15,803 |
| Plant and machinery | 32,132 | 804 | (45) | 50 | (167) | 32,774 |
| Industrial and commercial equipment | 19,946 | 464 | (48) | - | (36) | 20,326 |
| Other assets | 10,219 | 236 | (67) | (50) | (28) | 10,310 |
| Total | 77,621 | 1,970 | (160) | - | (218) | 79,213 |
| Net value | 31 Dec 2015 |
30 June 2016 |
Changes |
|---|---|---|---|
| (EUR /000) | |||
| Land | 4,526 | 4,521 | (5) |
| Industrial buildings | 24,345 | 23,870 | (475) |
| Plant and machinery | 6,667 | 6,265 | (402) |
| Industrial and commercial equipment | 2,005 | 1,832 | (173) |
| Other assets | 1,300 | 1,058 | (242) |
| Assets in progress and payments on account | 546 | 310 | (236) |
| Total | 39,389 | 37,856 | (1,533) |
These assets were not subject to any impairment in the first half of 2017, while fluctuations in exchange rates had a negative impact of approximately EUR 311 thousand.
The biggest changes during the year related to:
- investments in plant and production equipment for EUR 2,077 thousand in Italian plants and EUR 96 thousand in the Group's other subsidiaries;
- investments to upgrade the plants of the Parent Company, which totalled approximately EUR 142 thousand.
Moƌtgages oŶ oǁŶed ďuildiŶgs, foƌ the pƌopeƌties iŶ Pƌoǀaglio d'Iseo, aŵouŶted to aƌouŶd EUR ϯϲ million for bank loans.
14. Net working capital
Net working capital totalled EUR 28,985 thousand, compared to EUR 35,754 thousand as at 31 December 2016, and breaks down as follows:
| (EUR /000) | 30 June 2017 | changes | |
|---|---|---|---|
| Inventories | 20,673 | 21,589 | (916) |
| Trade receivables | 30,531 | 30,745 | (214) |
| Trade payables | (22,219) | (16,580) | (5,639) |
| Net amount | 28,985 | 35,754 | (6,769) |
The ǀalue of the ͞iŶǀeŶtoƌies͟ at ϯϬ JuŶe ϮϬϭϳ is eƋual to EUR ϮϬ,ϲϳϯ thousaŶd, doǁŶ ďLJ EUR ϵϭϲ thousand with respect to 31 December 2016. The balance breaks down as follows:
| (EUR /000) | 30 June 2017 | 31 December 2016 | changes |
|---|---|---|---|
| Raw materials, consumables and supplies | 14,527 | 13,734 | 793 |
| Provision for raw materials | (6,444) | (4,660) | (1,784) |
| Work in progress and semi-finished products | 7,737 | 6,678 | 1,059 |
| Provision for work in progress | (1,313) | (1,040) | (273) |
| Finished products and goods | 9,342 | 9,845 | (503) |
| Provision for finished products | (3,176) | (2,968) | (208) |
| Total | 20,673 | 21,589 | (916) |
The decrease in the inventories is mainly attributable to the allocations made during the year to the obsolete and slow-moving inventories provision, essentially recorded to adjust the stock of raw materials for the drive business.
In the first half of 2017, allocations amounted to EUR 2,589 thousand (EUR 1,118 thousand in the first half of 2016).
Trade receivables totalled EUR 30,531 thousand, a decrease of EUR 214 thousand compared to 31 December 2016, thanks to the reduction in the average collection days for receivables at Group level and the decrease in the incidence of the payment delays compared with the contractual conditions; they are made up as follows:
| (EUR /000) | 30 June 2017 | 31 December 2016 | changes |
|---|---|---|---|
| Receivables from customers | 34,986 | 35,129 | (143) |
| Provision for doubtful receivables | (4,455) | (4,384) | (71) |
| Net amount | 30,531 | 30,745 | (214) |
This includes receivables subject to recourse factoring transferred to a leading factoring company, by the Parent Company, for a total amount of EUR 30 thousand (EUR 44 thousand as at 31 December 2016). During the first half of 2017, no receivables were sold without recourse to factoring companies (EUR 5,053 thousand during 2016).
Receivables were adjusted to their estimated realisable value through the provision of a specific allowance calculated on the basis of an examination of individual debtor positions. The provision as at 30 June 2017 represents an accurate estimate of the current risk, and registered the following changes:
| (EUR /000) | 31 December 2016 |
Provisions Use |
Exchange rate effect |
30 June 2017 |
||
|---|---|---|---|---|---|---|
| Provision for doubtful receivables | 4,384 | 246 | (27) | 0 | (148) | 4,455 |
Changes in the provision at 30 June 2016 were by contrast as follows:
| (EUR /000) | 31 Dec 2015 | Provisions | Use Release |
Exchange rate effect |
30 June 2016 |
|
|---|---|---|---|---|---|---|
| Provision for doubtful receivables | 3,812 | 329 | (97) | (21) | (68) | 3,955 |
Uses include coverage of the provision to cover losses on unrecoverable receivables. The Group monitors the situation of the receivables most at risk, also initiating the appropriate legal action. The carrying value of trade receivables is considered to approximate to their fair value.
There is no significant concentration of sales to individual customers: this phenomenon remains below 10% of Group revenues.
͞Trade payables͟ aŵouŶted to EUR ϮϮ,Ϯϭϵ thousaŶd aŶd iŶĐƌeased ďLJ EUR 5,639 thousand compared to 31 December 2016, when they amounted to EUR 16,580 thousand. The breakdown is as follows:
| (EUR /000) | 30 June 2017 | 31 December 2016 | changes |
|---|---|---|---|
| Payables to suppliers | 16,716 | 12,531 | 4,185 |
| Payables to suppliers for invoices to be received | 5,122 | 3,912 | 1,210 |
| Payments on account received from customers | 381 | 137 | 244 |
| Total | 22,219 | 16,580 | 5,639 |
15. Net debt (financial position)
The table below shows a breakdown of the net debt:
| (EUR /000) | 30 June 2017 | 31 December 2016 | Changes |
|---|---|---|---|
| Cash and cash equivalents and current financial receivables | 18,951 | 20,477 | (1,526) |
| Financial assets for derivatives | 3 | 4 | (1) |
| Non-current financial assets | 181 | - | 181 |
| Non-current financial payables | (11,359) | (16,045) | 4,686 |
| Current financial payables | (17,301) | (17,134) | (167) |
| Financial liabilities for derivatives | (65) | (220) | 155 |
| Total | (9,590) | (12,918) | 3,328 |
The following table breaks down the net debt by maturity:
| (EUR /000) | 30 June 2017 | 31 December 2016 | Changes |
|---|---|---|---|
| A. Cash | 21 | 24 | (3) |
| B. Cash in bank deposits | 18,930 | 20,450 | (1,520) |
| Term deposits – less than 3 months | - | 3 | (3) |
| C. Securities held for trading | - | 3 | (3) |
| D. Cash And cash equivalents (A ) + ( B ) + ( C ) | 18,951 | 20,477 | (1,526) |
| Financial liabilities for derivatives | (65) | (220) | 155 |
| Financial assets for derivatives | 3 | 4 | (1) |
| E. Fair value hedging derivatives | (62) | (216) | 154 |
| F. Current portion of long-term debt | (9,350) | (9,857) | 507 |
| G. Other current financial payables | (7,951) | (7,277) | (674) |
| H. Total current financial payables (F) + (G) | (17,301) | (17,134) | (167) |
| I. Total current payables (E) + (H) | (17,363) | (17,350) | (13) |
| J. Net current financial debt (I) + (D) | 1,588 | 3,127 | (1,539) |
| L. Non-current financial assets | 181 | 0 | 181 |
| M. Non-current financial debt | (11,359) | (16,045) | 4,686 |
| N. Net financial debt (J) + (L) + (M) | (9,590) | (12,918) | 3,328 |
| Of which to minorities: | (9,590) | (12,918) | 3,328 |
Net debt as at 30 June 2017 was negative and equal to EUR 9,590 thousand, an improvement of EUR 3,328 thousand over the figure as at 31 December 2016.
The change in net debt was mainly due to positive cash flows from ordinary operations (EUR 10,491 thousand), partially mitigated by investments (EUR 2,724 thousand) and by the distribution of dividends (EUR 3,596 thousand).
Please see the Report on Operations for further details on changes in financial operations during the half year.
Cash and cash equivalents amounted to EUR 18,951 thousand at 30 June 2017, compared with a balance of EUR 20,477 thousand at 31 December 2016. The composition is as follows:
| (EUR /000) | 30 June 2017 | 31 December 2016 | changes |
|---|---|---|---|
| Cash in bank deposits | 18,855 | 20,388 | (1,533) |
| Cash | 21 | 24 | (3) |
| Term deposits – less than 3 months | - | 3 | (3) |
| Other cash | 75 | 62 | 13 |
| Total | 18,951 | 20,477 | (1,526) |
The technical forms used as at 30 June 2017 are shown below:
- maturities: payable on presentation;
- counterparty risk: deposits are made care of leading banks;
- country risk: deposits are held in countries in which Group companies have their registered offices.
The balance of Current financial payables at 30 June 2017 increased by EUR 167 thousand compared to 31 December 2016 and is broken down as follows:
| (EUR /000) | 30 June 2017 | 31 December 2016 | changes |
|---|---|---|---|
| Current portion of debt | 9,350 | 9,857 | (507) |
| Current overdrafts | 7,928 | 7,226 | 702 |
| Factoring | 15 | 43 | (28) |
| Other payables | 8 | 8 | - |
| Total | 17,301 | 17,134 | 167 |
The current portion of loans decreased by EUR 507 thousand compared to December 2016, including a decrease of EUR 5,193 thousand in relation to the reimbursements envisaged by the repayment plans of the individual loans, and an increase of EUR 4,686 thousand due to the recognition of the portions of loans whose maturity is envisaged in the next 12 months under short-term.
The "factoring" item, which decreased by EUR 28 thousand, comprises payables to factoring companies, for the payment extension period from the original maturity of the payable with certain suppliers, for which the Parent Company has accepted non-recourse assignment.
Bank overdrafts as at 30 June 2017 totalled EUR 7,928 thousand, compared to a balance as at 31 December 2016 of EUR 7,226 thousand. The item relates almost entirely to Gefran S.p.A. and has the following characteristics:
- for use of credit lines payable on demand, the overall annual interest rate is in the annual 2.5%-5.7% range;
- for use of credit facilities on trade receivables, repayable on the maturity of these receivables, the overall annual interest rate is in the annual 0.5%-1.0% range.
Non-current financial payables break down as follows:
| Bank | 30 June 2017 | 31 December 2016 | changes |
|---|---|---|---|
| Centrobanca | 732 | 1,456 | (724) |
| Banco di Brescia | - | 657 | (657) |
| Unicredit SACE | 250 | 750 | (500) |
| Banco di Brescia | 320 | 702 | (382) |
| BNL | 1,000 | 1,333 | (333) |
| Banca Pop. Sondrio | 582 | 964 | (382) |
| Unicredit | 700 | 900 | (200) |
| Unicredit | 2,000 | 2,000 | - |
| Banca Pop. Emilia Romagna | 1,775 | 2,283 | (508) |
| Mediocredito | 4,000 | 5,000 | (1,000) |
| Total | 11,359 | 16,045 | (4,686) |
The change concerns the transfer from͞NoŶ-ĐuƌƌeŶt fiŶaŶĐial paLJaďles͟ to ͞CuƌƌeŶt fiŶaŶĐial paLJaďles͟ of the portions of loans with expected maturity in the next 12 months.
The loans listed in the table are all floating-rate contracts stipulated by Gefran S.p.A., and have the following characteristics:
| Bank | Amount disbursed (€/ϬϬϬͿ |
Signing date |
Balance as at 30 June 2017 |
Of which within 12 months |
Of which beyond 12 months |
Interest rate | Maturity Repayment method |
|
|---|---|---|---|---|---|---|---|---|
| Centrobanca | EUR | 10,976 04/09/2008 | 2,195 | 1,463 | 732 | Euribor 6m + 0.85% |
01/10/2018 | half-yearly |
| Banco di Brescia | EUR 6,000 31/05/2013 | 1,300 | 1,300 | - | Euribor 3m + 3.90% |
31/05/2018 | quarterly | |
| Unicredit SACE | EUR 5,000 27/09/2013 | 1,250 | 1,000 | 250 | Euribor 3m + 2.60% |
30/09/2018 | quarterly | |
| Banco di Brescia | EUR 3,000 28/11/2014 | 1,082 | 762 | 320 | Euribor 3m + 1.75% |
30/11/2018 | monthly | |
| BNL | EUR 3,000 19/12/2014 | 1,667 | 667 | 1,000 | Euribor 6m + 1.35% |
18/12/2019 | half-yearly | |
| Banca Pop. Sondrio | EUR 3,000 23/12/2014 | 1,344 | 762 | 582 | Euribor 3m + 2.00% |
22/12/2018 | quarterly | |
| Unicredit | EUR 2,000 19/02/2015 | 1,100 | 400 | 700 | Euribor 3m + 2.10% |
29/02/2020 | quarterly | |
| Unicredit | EUR 2,000 19/02/2015 | 2,000 | 0 | 2,000 | Euribor 3m + 2.50% |
28/02/2019 | bullet | |
| Banca Pop. Emilia Romagna |
EUR 4,000 06/08/2015 | 2,771 | 996 | 1,775 | Euribor 3m + 1.25% |
03/02/2020 | quarterly | |
| Mediocredito | EUR | 10,000 07/08/2015 | 6,000 | 2,000 | 4,000 | Euribor 3m + 1.35% |
30/06/2020 | quarterly |
| Total | 20,709 | 9,350 | 11,359 |
The loan granted by Centrobanca is guaranteed by a EUR 36 million mortgage on properties in Provaglio d'Iseo.
Seven of the loans listed above are governed by covenants, specifically:
a) the EUR 6,000 thousand UBI-Banco di Brescia loan taken out on 31 May 2013, is subject to the following covenant:
72 GEFRAN GROUP – SEMI-ANNUAL FINANCIAL REPORT AS AT 30 JUNE 2017
- ĐoŶsolidated Ŷet fiŶaŶĐial deďt to eƋuitLJ ƌatio of ≤ Ϭ.ϳ.
Termination clauses are triggered in the event that this value is exceeded.
- b) the EUR 3,000 UBI-Banco di Brescia loan, taken out on 28 November 2014, is subject to two financial covenants:
- ĐoŶsolidated Ŷet fiŶaŶĐial deďt to eƋuitLJ ƌatio of ≤ Ϭ.ϳ;
- ĐoŶsolidated Ŷet fiŶaŶĐial deďt to EBITDA ƌatio of ≤ ϯ.ϱ.
If the ratios are exceeded, the lending bank will have the right to request early repayment.
- c) the EUR 3,000 thousand BNL loan, taken out on 19 December 2014, is subject to two financial covenants:
- ĐoŶsolidated Ŷet fiŶaŶĐial deďt to eƋuitLJ ƌatio of ≤ Ϭ.ϳ5;
- Shareholders' Equity and Total Assets > 30%.
If both ratios are exceeded, the lending bank will have the right to request early repayment.
- d) the two Unicredit loans, taken out on 19 February 2015 for a total of EUR 4,000 thousand, are subject to two financial covenants:
- consolidated net finaŶĐial deďt to eƋuitLJ ƌatio of ≤ Ϭ.ϳ;
- ĐoŶsolidated Ŷet fiŶaŶĐial deďt to EBITDA ƌatio of ≤ ϯ.Ϭ.
If the ratios are exceeded, the lending bank will have the right to request early repayment.
- e) the Banca Popolare Emilia Romagna loan of EUR 4,000 thousand, taken out on 6 August 2015, is subject to the financial covenant:
- ĐoŶsolidated Ŷet fiŶaŶĐial deďt to EBITDA ƌatio of ≤ ϯ.ϱ.
If the ratio is exceeded, the lending bank will have the right to request early repayment.
- f) the Mediocredito loan of EUR 10,000 thousand, taken out on 7 August 2015, is subject to the financial covenants:
- ĐoŶsolidated Ŷet fiŶaŶĐial deďt to eƋuitLJ ƌatio of ≤ Ϭ.ϳ;
- ĐoŶsolidated Ŷet fiŶaŶĐial deďt to EBITDA ƌatio of ≤ ϯ.ϱ.
A number of outstanding loan contracts include other covenants, in line with market practices, that place limits on the possibility of issuing new real guarantees and conducting extraordinary transactions.
The Administration, Finance and Control Department is responsible for checking these contractual restrictions every quarter: the ratios calculated on the data at 30 June 2017 are fully observed and the loans have been distributed in the table of the maturities according to the forms originally envisaged by the agreements.
The management considers that the credit lines currently available, as well as the cash flow generated by current operations, will enable Gefran to meet its financial requirements resulting from investment activities, working capital management and repayment of debt at its natural maturity.
Financial assets for derivatives totalled EUR 3 thousand as at 30 June 2017, and consist of the positive fair value recorded at the end of the half year of certain CAP contracts entered into by the Parent Company to hedge interest rate risks. Financial liabilities for derivatives totalled EUR 65 thousand, owing to the negative fair value of certain IRS contracts, also entered into by the Parent Company to hedge interest rate risks.
To mitigate the financial risk associated with floating-rate loans, which could arise in the event of an increase in the Euribor, the Group decided to hedge its variable rate loans through Interest Rate Cap contracts, as set out below:
| Bank (Euro/000) |
Notional principal |
Signing date |
Notional as at 30 June 2017 |
Derivative | Fair Value as at 30 June 2017 |
Long position rate |
Short position rate |
|---|---|---|---|---|---|---|---|
| Unicredit | EUR 6,000 | 04/06/2013 | 1,300 | CAP | 0 Strike Price 0.75% | Euribor 6m | |
| Unicredit | EUR 5,000 | 15/10/2013 | 1,250 | CAP | 0 Strike Price 0.60% | Euribor 3m | |
| Banco di Brescia | EUR 3,000 | 28/11/2014 | 1,082 | CAP | 0 Strike Price 0.10% | Euribor 3m | |
| BNL | EUR 3,000 | 19/12/2014 | 1,667 | CAP | 1 Strike Price 0.20% | Euribor 6m | |
| Unicredit | EUR 2,000 | 19/02/2015 | 1,344 | CAP | 1 Strike Price 0.10% | Euribor 3m | |
| Unicredit Bullet | EUR 2,000 | 19/02/2015 | 1,100 | CAP | 1 Strike Price 0.10% | Euribor 3m | |
| Total financial assets for derivatives – interest rate risk | 3 |
The Group has also taken out IRS (Interest Rate Swap) contracts, as set out in the table below:
| Bank (Euro/000) |
Notional principal |
Signing date |
Notional as at 30 June 2017 |
Derivative | Fair Value as at 30 June 2017 |
Long position rate |
Short position rate |
|---|---|---|---|---|---|---|---|
| Centrobanca | EUR 9,550 | 31/03/2010 | 2,195 | IRS | (43) | Fixed 3.11% | Euribor 6m |
| Banca Pop. Emilia Romagna EUR 4,000 | 01/10/2015 | 2,771 IRS + Floor | (20) | Fixed 0.15% | Euribor 3m | ||
| Intesa | EUR 10,000 05/10/2015 | 6,000 | IRS | (2) | Fixed 0.16% | Euribor 3m | |
| Total financial liabilities for derivatives – interest rate risk | (65) |
All the contracts described above are booked at fair value:
| as at 30 June 2017 | as at 31 December 2016 | |||||
|---|---|---|---|---|---|---|
| (Euro/000) | Positive fair value | Negative fair value | Positive fair value | Negative fair value | ||
| Exchange rate risk | 0 | 0 | 0 | (5) | ||
| Interest rate risk | 3 | (65) | 4 | (215) | ||
| Total cash flow hedge | 3 | (65) | 4 | (220) |
All derivatives were tested for effectiveness, with positive outcomes.
In order to support its operations, the Group 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 a total of EUR 44,639 thousand. Overall use of these lines as at 31 December 2016 totalled EUR 7,818 thousand, with a residual available amount of EUR 36,821 thousand.
No fees are due in the event that these lines are not used.
16. Shaƌeholdeƌs' eƋuity
Group consolidated "haƌeholdeƌs' eƋuitLJ at 30 June 2017 amounted to EUR 68,126 thousand and increased compared with 31 December 2016 by EUR 1,218 thousand, mainly due to the profit for the period of EUR 4,443 thousand, offset by the distribution of 2016 dividends and by the decrease in the other equity reserves.
Share capital was EUR 14,400 thousand, divided into 14,400,000 ordinary shares, with a par value of EUR 1 each.
As at 30 June 2017, Gefran S.p.A. did not hold any own shares, while as at 31 December 2016, own shares were 227,394, or 1.58% of the share capital.
The Company did not issue convertible bonds.
For details on the movements in equity reserves during the year, see the table showing Changes in shareholders' equity.
Changes in the "Fair value measurement reserve" are shown in the table below:
| (EUR /000) | 30 June 2017 | 31 December 2016 | changes |
|---|---|---|---|
| Balance at 1 January | 151 | (10) | 161 |
| UBI Banca S.p.A. shares | 18 | (57) | 75 |
| Woojin Plaimm Co Ltd shares | 351 | 218 | 133 |
| Net amount | 520 | 151 | 369 |
Changes in the ͞Reseƌǀe foƌ the ŵeasuƌeŵeŶt of deƌiǀatiǀes at faiƌ ǀalue͟ are shown in the table below.
| (EUR /000) | 30 June 2017 | 31 December 2016 | changes |
|---|---|---|---|
| Balance at 1 January | (216) | (249) | 33 |
| Change in fair value of derivatives | 159 | 33 | 126 |
| Net amount | (57) | (216) | 159 |
17. Earnings per share
Basic and diluted earnings per share are shown in the table below:
| 2017 | 2016 | |
|---|---|---|
| Basic earnings per share | ||
| - Profit (loss) for the period pertaining to the Group (EUR /000) | 4,443 | 541 |
| - Average No. of ordinary shares (No./000,000) | 14.32 | 14.17 |
| - Basic earnings per ordinary share | 0.310 | 0.038 |
| Diluted earnings per share | ||
| - Profit (loss) for the period pertaining to the Group (EUR /000) | 4,443 | 541 |
| - Average No. of ordinary shares (No./000,000) | 14.32 | 14.17 |
| - Basic earnings per ordinary share | 0.310 | 0.038 |
| Average number of ordinary shares | 14,324,202 | 14,174,560 |
18. Current and non-current provisions
͞NoŶ-ĐuƌƌeŶt pƌoǀisioŶs͟ decreased by EUR 631 thousand compared with 31 December 2016, and break down as follows:
| (EUR /000) | 31 December 2016 |
Provisions | Use | Release | Exchange rate effect |
30 June 2017 |
|---|---|---|---|---|---|---|
| Gefran S.p.A. risk provisions | ||||||
| - for legal disputes | 1,030 | - | (555) | (50) | - | 425 |
| - other provisions | 85 | - | - | - | - | 85 |
| Gefran Brasil risk provisions | ||||||
| - for legal disputes | 3 | - | - | - | - | 3 |
| Gefran France risk provisions | ||||||
| - for restructuring | 96 | 119 | (213) | - | - | 2 |
| Gefran Gmbh risk provisions | ||||||
| - for restructuring | 103 | 201 | (133) | - | - | 171 |
| Gefran Siei Drives Technology risk provisions | ||||||
| - for restructuring | - | 61 | (60) | - | (1) | - |
| Total | 1,317 | 381 | (961) | (50) | (1) | 686 |
The item ͞Legal disputes͟ includes the provisions made for liabilities related to the settlement of pending disputes regarding claims from customers, some employees and distributors.
͞CuƌƌeŶt pƌoǀisioŶs͟ totalled EUR 1,402 thousand at 30 June 2017, up by EUR 259 thousand compared with 31 December 2016, and break down as follows:
| (EUR /000) | 31 December 2016 |
Provisions | Use | Release Exchange rate effect |
30 June 2017 |
|
|---|---|---|---|---|---|---|
| FISC | 124 | 34 | - | - | - | 158 |
| Product warranty | 1,019 | 401 | (163) | - | (14) | 1,244 |
| Total | 1,143 | 435 | (163) | 0 | (14) | 1,402 |
The item referring to anticipated charges for repairs of products under warranty increased mainly due to the adjustment of the provision during the year based on the needs arising.
The ͞FI"C͟ item mainly includes contractual treatments existing at the Gefran Deutschland GmbH branch and Siei Areg GmbH.
19. Personnel costs
͞PeƌsoŶŶel Đosts͟ totalled EUR 22,407 thousand, down EUR 2,073 thousand compared to the first half of 2016, and are broken down as follows:
| Description | 30 June 2017 | 30 June 2016 | change |
|---|---|---|---|
| (EUR /000) | |||
| Salaries and wages | 16,574 | 16,827 | (253) |
| Social security contributions | 4,448 | 4,558 | (110) |
| Post-employment benefit reserve | 897 | 996 | (99) |
| Other costs | 488 | 2,099 | (1,611) |
| Total | 22,407 | 24,480 | (2,073) |
The decrease in the period reflects the positive effect of the significant reorganisation of the Group subsidiaries and of Gefran S.p.A., initiated in 2016 and completed in the first quarter of 2017; the restructuring costs arising from the operation are recognised under ͞Otheƌ Đosts͟.
The average number of Group employees in 2017 is shown below:
| 30 June 2017 | 30 June 2016 | changes | |
|---|---|---|---|
| Managers | 19 | 19 | - |
| Clerical staff | 465 | 517 | (52) |
| Manual workers | 244 | 254 | (10) |
| Total | 728 | 790 | (62) |
The precise number at 30 June 2017 is 724 units, down compared to 30 June 2016 by 45 units. For more information, see the "Human Resources" section of the Report on Operations.
20. Depreciation/amortisation
This item amounts to EUR 2,967 thousand, essentially unchanged from the previous year.
| Description | 30 June 2017 | 30 June 2016 | change |
|---|---|---|---|
| (EUR /000) | |||
| Amortisation | 1,160 | 1,144 | 16 |
| Depreciation | 1,807 | 1,970 | (163) |
| Total | 2,967 | 3,114 | (147) |
The breakdown of depreciation and amortisation by business is summarised in the table below:
| Description | 30 June 2017 | 30 June 2016 | changes |
|---|---|---|---|
| (EUR /000) | |||
| Sensors | 1,159 | 1,102 | 57 |
| Automation components | 887 | 933 | (46) |
| Drives | 921 | 1,079 | (158) |
| Total | 2,967 | 3,114 | (147) |
21. Gains (losses) from financial assets/liabilities
͞GaiŶs ;lossesͿ fƌoŵ fiŶaŶĐial assets/liaďilities͟ had a negative overall balance of EUR 993 thousand, compared with a negative balance in the first half of 2016 of EUR 622 thousand; they are broken down as follows:
| Description | 30 June 2017 | 30 June 2016 | change |
|---|---|---|---|
| (EUR /000) | |||
| Cash management | |||
| Income from cash management | 21 | 26 | (5) |
| Other financial income | 32 | 34 | (2) |
| Medium-/long-term interest | (258) | (407) | 149 |
| Short-term interest | (16) | (17) | 1 |
| Factoring interest and fees | (1) | (21) | 20 |
| Other financial charges | (19) | (16) | (3) |
| Total income (charges) from cash management | (241) | (401) | 160 |
| Currency transactions | |||
| Exchange rate gains | 778 | 158 | 620 |
| Positive currency valuation differences | 5 | 500 | (495) |
| Exchange rate losses | (813) | (481) | (332) |
| Negative currency valuation differences | (722) | (398) | (324) |
| Total other income (charges) from currency transactions | (752) | (221) | (531) |
| Gains (losses) from financial assets/liabilities | (993) | (622) | (371) |
Total income and charges from cash management had a negative balance and amounted to EUR 241 thousand, an improvement of EUR 160 thousand compared with the first half of 2016. The change is mainly attributable to the reduction in financial interest charges registered in 2017 and is mainly due to the downsizing of the medium/long-term debt, which at 30 June 2016 amounted to EUR 31,706 thousand compared with the current EUR 20,709 thousand.
The balance of the differences on currency transactions was negative at EUR 752 thousand, compared with a still negative value of EUR 221 thousand in the first half of 2016. The negative result for 2017 was mainly due to the appreciation of the Euro against the major currencies affecting the Group. Currency management of 2017 is to be compared with the better result, albeit also negative, of 2016, generated primarily by the appreciation recorded by Euro against the major sensitive currencies of the Group, with the exception the Brazilian Real.
22. Income taxes, deferred tax assets and deferred tax liabilities, current tax receivables and payables
The "Taxes" item was negative at EUR 580 thousand; this compares with a negative balance of EUR 791 thousand in the first half of 2016, and breaks down as follows:
| (EUR /000) | 30 June 2017 | 30 June 2016 | change | |
|---|---|---|---|---|
| Current taxes | ||||
| IRES (corporate income tax) | (64) | (36) | (28) | |
| IRAP (regional production tax) | (408) | (95) | (313) | |
| Foreign taxes | (789) | (767) | (22) | |
| Total current taxes | (1,261) | (898) | (363) | |
| Deferred taxes | ||||
| Deferred tax liabilities | (22) | 28 | (50) | |
| Deferred tax assets | 703 | 79 | 624 | |
| Total deferred tax liabilities | 681 | 107 | 574 | |
| Total taxes | (580) | (791) | 211 |
Current taxes were up by EUR 363 thousand compared with the same period in 2016 mainly due to the recognition of the IRES and IRAP taxable amounts in the Parent Company, which can be offset only in part by prior tax losses, in accordance with current legislation.
Deferred tax assets are mainly held by Gefran S.p.A. and the subsidiary Gefran France, which in the first half of 2017 recognised deferred tax assets calculated on prior tax losses, as a result of the update of the estimated recoverability of the same.
The table below shows a breakdown of deferred tax assets and deferred tax liabilities for the first half of 2017:
| (EUR /000) | 31 December 2016 |
Posted to the income statement |
Recognised in shaƌeholdeƌs' equity |
Exchange rate differences |
30 June 2017 |
|---|---|---|---|---|---|
| Deferred tax assets | |||||
| Devaluation of inventories | 1,358 | 314 | - | 1,672 | |
| Impairment of trade receivables | 362 | 33 | - | 395 | |
| Deductible losses to be brought forward | 3,617 | 525 | (23) | 4,119 | |
| Exchange rate differences | 8 | 1 | - | 9 | |
| Elimination of unrealised margins on inventories | 534 | (87) | - | 447 | |
| Provision for product warranty risk | 204 | 61 | - | 265 | |
| Provision for sundry risks | 938 | (144) | - | (27) | 767 |
| Total deferred tax assets | 7,021 | 703 | - | (50) | 7,674 |
| Deferred tax liabilities | |||||
| Currency valuation differences | - | (19) | - | (19) | |
| Other deferred tax liabilities | (1,005) | (3) | 67 | (941) | |
| Total deferred tax liabilities | (1,005) | (22) | - | 67 | (960) |
| Net total | 6,016 | 681 | - | 17 | 6,714 |
The table below shows a breakdown of deferred tax assets and deferred tax liabilities for the first half of 2016:
| (EUR /000) | 31 Dec 2015 | Posted to the income statement |
Recognised in shaƌeholdeƌs' equity |
Exchange rate differences |
30 June 2016 |
|---|---|---|---|---|---|
| Deferred tax assets | |||||
| Devaluation of inventories | 1,114 | 60 | - | - | 1,174 |
| Impairment of trade receivables | 292 | 66 | - | - | 358 |
| Deductible losses to be brought forward | 2,746 | 2 | - | (23) | 2,725 |
| Exchange rate differences | 15 | (13) | - | - | 2 |
| Elimination of unrealised margins on inventories | 648 | (110) | - | 16 | 554 |
| Provision for product warranty risk | 202 | 1 | - | - | 203 |
| Provision for sundry risks | 224 | 73 | - | (1) | 296 |
| Total deferred tax assets | 5,241 | 79 | - | (8) | 5,312 |
| Deferred tax liabilities | |||||
| Currency valuation differences | (28) | 28 | - | - | - |
| Other deferred tax liabilities | (840) | - | - | 16 | (824) |
| Total deferred tax liabilities | (868) | 28 | - | 16 | (824) |
| Net total | 4,373 | 107 | - | 8 | 4,488 |
Beloǁ is a suŵŵaƌLJ of ͞Current tax receivables͟:
| Description | 30 June 2017 | 31 December 2016 | change |
|---|---|---|---|
| (EUR /000) | |||
| IRES (corporate income tax) | 75 | 0 | 75 |
| IRAP (regional business tax) | 153 | 0 | 153 |
| Foreign tax receivables | 555 | 734 | (179) |
| Total | 783 | 734 | 49 |
͞CuƌƌeŶt tadž paLJaďles͟ " totalled EUR 1,101 thousand at 30 June 2017, down by EUR 247 thousand compared to 31 December 2016, and break down as follows:
| Description | 30 June 2017 | 31 December 2016 | change |
|---|---|---|---|
| (EUR /000) | |||
| IRES (corporate income tax) | 351 | 406 | (55) |
| IRAP (regional business tax) | 307 | 277 | 30 |
| Foreign tax payables | 443 | 665 | (222) |
| Total | 1,101 | 1,348 | (247) |
23. Guarantees granted, commitments and other contingent liabilities
25.1. Guarantees granted
At 30 June 2017, the Group had granted guarantees on payables or commitments of third parties or subsidiaries for EUR 10,558 thousand, substantially in line with the figure for 31 December 2016, as summarised in the table below:
| (EUR /000) | 2017 | 2016 |
|---|---|---|
| Ubi Leasing | 5,918 | 5,918 |
| BNL | - | 2 |
| Banca Intesa | 1,100 | 1,100 |
| Banca Passadore | 2,750 | 2,750 |
| Banco di Brescia | 790 | 790 |
| Total | 10,558 | 10,560 |
A guarantee in favour of UBI Leasing was issued for a total of EUR 5,918 thousand, expiring in 2029, to guarantee financial requirements for the construction of photovoltaic plants by BS Energia 2 S.r.l.. The residual liability at 30 June 2017 guaranteed by this surety amounts to EUR 2,787 thousand (EUR 2,907 thousand at 31 December 2016).
The guarantees issued to Banca Passadore and Banco di Brescia cover the credit lines to Ensun S.r.l.
The amount of EUR 1,100 thousand in favour of Banca Intesa relates to a simple letter of patronage issued to guarantee the credit lines of Elettropiemme S.r.l.
25.2. Legal proceedings and disputes
The Parent Company and certain subsidiaries are involved in various legal proceedings and disputes. It is however considered unlikely that the resolution of these disputes will generate significant liabilities for which provisions have not already been made.
25.3. Commitments
The main operating lease contracts relate to property rentals, electronic equipment and company vehicles. At the reporting date, the payments still owed by the Group on irrevocable operating leases amounted to EUR 2,332 thousand, all falling due within the next five years.
24. Dealings with related parties
In accordance with IAS 24, information relating to dealings with related parties for the first half of 2017 and the same period of the previous year is provided below.
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. The Group did not carry out any unusual and/or abnormal transactions that may have a significant impact on its economic, equity and financial situation.
On 12 November 2010, the Board of Directors of Gefran S.p.A. adopted the regulations governing transactions with related parties, published iŶ the ͞Coƌpoƌate GoǀeƌŶaŶĐe" seĐtioŶ of the CoŵpaŶLJ's websitewww.gefran.com
TƌaŶsaĐtioŶs ǁith ƌelated paƌties aƌe paƌt of the Gƌoup's Ŷoƌŵal ďusiŶess ŵaŶageŵeŶt aŶd tLJpiĐal activity. Dealings with other related parties are as follows:
- Elettropiemme S.r.l., a subsidiary of Ensun S.r.l., a company in which Ennio Franceschetti (Chairman of Gefran S.p.A.) is Chairman and Giovanna Franceschetti (Executive Director of Gefran S.p.A.) is Director.
- Climat S.r.l.: a company in which the director and shareholder is a relative of Maria Chiara Franceschetti (Vice-Chairman of Gefran S.p.A.);
- Ensun S.r.l., a company in which Ennio Franceschetti (Chairman of Gefran S.p.A.) is Chairman, and Giovanna Franceschetti (Executive Director of Gefran S.p.A.) is Director.
- BS Energia 2 S.r.l., a subsidiary of Ensun S.r.l.: a company in which Giovanna Franceschetti (Executive Director of Gefran S.p.A.) is Director;
- Francesco Franceschetti Elastomeri S.r.l.: a company in which Ennio Franceschetti (Chairman of Gefran S.p.A.) is a member of the Board of Directors;
These dealings, summarised below, have no material impact on the Group's economic and financial structure.They are summarised in the following tables:
| (EUR /000) | Climat S.r.l. | Francesco Franceschetti elastomeri S.r.l. |
Total |
|---|---|---|---|
| Revenues from product sales | |||
| 2016 | 0 | 0 | 0 |
| 2017 | 0 | 61 | 61 |
| (EUR /000) | Climat S.r.l. | Francesco Franceschetti elastomeri S.r.l. |
Total |
|---|---|---|---|
| Service costs | |||
| 2016 | -91 | 0 | -91 |
| 2017 | -75 | 0 | -75 |
| (EUR /000) | Climat S.r.l. | Francesco Franceschetti elastomeri S.r.l. |
Total |
|---|---|---|---|
| Property, plant, machinery and tools | |||
| 2016 | 105 | 0 | 105 |
| 2017 | 81 | 0 | 81 |
| Trade receivables | |||
| 2016 | 0 | 51 | 51 |
| 2017 | 0 | 74 | 74 |
| Trade payables | |||
| 2016 | 38 | 0 | 38 |
| 2017 | 129 | 0 | 129 |
In accordance with internal regulations, transactions with related parties of an amount below EUR 50 thousand are not reported, since this amount was determined as the threshold for identifying significant transactions.
With regard to dealings with subsidiaries, Parent Company Gefran S.p.A. provided technical, administrative and management services as well as royalties to Group operating subsidiaries amounting to around EUR 1.2 million, governed by specific contracts.
The Gefran Group provides a Group cash pooling service, partly through a ͞)eƌo BalaŶĐe͟ seƌǀiĐe, ǁhiĐh involves all the European subsidiaries.
None of the subsidiaries holds shares of the Parent Company or held them during the period.
The executives with strategic responsibilities are the executive members of the Board of Directors, the General Manager of the Sensors and Components Business Unit, the Manager of the Subsidiaries Siei Areg, Gefran France, Gefran UK and Gefran Benelux, as well as and the managers with strategic responsibilities, the latter represented by the CFO/Financial Reporting Officer and by the General Manager of the Chinese subsidiary Gefran Siei Drives Technology Co Ltd..
Provaglio d'Iseo, 03 August 2017
On behalf of the Board of Directors
The Chairman
Chief Executive Officer
Ennio Franceschetti
Alberto Bartoli
ANNEXES
1. Consolidated income statement by quarter
| (EUR /000) | Q1 | Q2 | Q3 | Q4 | TOT | Q1 | Q2 | TOT | |
|---|---|---|---|---|---|---|---|---|---|
| 2016 | 2016 | 2016 | 2016 | 2016 | 2017 | 2017 | 2017 | ||
| a | Revenues | 29,524 | 30,138 | 28,905 | 30,763 119,330 | 32,278 | 32,772 | 65,050 | |
| b | Increases for internal work | 408 | 292 | 179 | 240 | 1,119 | 168 | 142 | 310 |
| c | Consumption of materials and products | 9,539 | 10,526 | 10,416 | 11,245 | 41,726 | 11,121 | 11,446 | 22,567 |
| d | Added Value (a+b-c) | 20,393 | 19,904 | 18,668 | 19,758 | 78,723 | 21,325 | 21,468 | 42,793 |
| e | Other operating costs | 5,563 | 5,628 | 5,688 | 5,173 | 22,052 | 5,584 | 5,744 | 11,328 |
| f | Personnel costs | 13,116 | 11,364 | 10,009 | 10,858 | 45,347 | 11,445 | 10,962 | 22,407 |
| g | EBITDA (d-e-f) | 1,714 | 2,912 | 2,971 | 3,727 | 11,324 | 4,296 | 4,762 | 9,058 |
| h | Depreciation, amortisation and impairments | 1,557 | 1,557 | 1,560 | 1,535 | 6,209 | 1,494 | 1,473 | 2,967 |
| i | EBIT (g-h) | 157 | 1,355 | 1,411 | 2,192 | 5,115 | 2,802 | 3,289 | 6,091 |
| l | Gains (losses) from financial assets/liabilities | (761) | 139 | (378) | 177 | (823) | (237) | (756) | (993) |
| m | Gains (losses) from shareholdings valued at equity | (78) | 34 | 59 | (10) | 5 | (6) | (69) | (75) |
| n | Profit (loss) before tax (i±l±m) | (682) | 1,528 | 1,092 | 2,359 | 4,297 | 2,559 | 2,464 | 5,023 |
| o | Taxes | (516) | (275) | (632) | 588 | (835) | (751) | 171 | (580) |
| p | Result from operating activities (n±o) | (1,198) | 1,253 | 460 | 2,947 | 3,462 | 1,808 | 2,635 | 4,443 |
| q | Result from assets held for sale | 486 | 0 | 0 | 0 | 486 | 0 | 0 | 0 |
| r | Group net profit (loss) (p±q) | (712) | 1,253 | 460 | 2,947 | 3,948 | 1,808 | 2,635 | 4,443 |
2. Consolidated income statement by quarter – excluding non-recurring items
| (EUR /000) | Q1 | Q2 | Q3 | Q4 | TOT | Q1 | Q2 | TOT | |
|---|---|---|---|---|---|---|---|---|---|
| 2016 | 2016 | 2016 | 2016 | 2016 | 2017 | 2017 | 2017 | ||
| a | Revenues | 29,003 | 30,138 | 28,905 | 30,609 118,655 | 32,278 | 32,772 | 65,050 | |
| b | Increases for internal work | 408 | 292 | 179 | 240 | 1,119 | 168 | 142 | 310 |
| c | Consumption of materials and products | 9,539 | 10,526 | 10,416 | 11,245 | 41,726 | 11,121 | 11,446 | 22,567 |
| d | Added Value (a+b-c) | 19,872 | 19,904 | 18,668 | 19,604 | 78,048 | 21,325 | 21,468 | 42,793 |
| e | Other operating costs | 5,563 | 5,628 | 5,688 | 5,173 | 22,052 | 5,584 | 5,744 | 11,328 |
| f | Personnel costs | 11,224 | 11,217 | 10,009 | 11,033 | 43,483 | 11,124 | 10,962 | 22,086 |
| g | EBITDA (d-e-f) | 3,085 | 3,059 | 2,971 | 3,398 | 12,513 | 4,617 | 4,762 | 9,379 |
| h | Depreciation, amortisation and impairments | 1,557 | 1,557 | 1,560 | 1,535 | 6,209 | 1,494 | 1,473 | 2,967 |
| i | EBIT (g-h) | 1,528 | 1,502 | 1,411 | 1,863 | 6,304 | 3,123 | 3,289 | 6,412 |
| l | Gains (losses) from financial assets/liabilities | (761) | 139 | (378) | 177 | (823) | (237) | (756) | (993) |
| m | Gains (losses) from shareholdings valued at equity | (78) | 34 | 59 | (10) | 5 | (6) | (69) | (75) |
| n | Profit (loss) before tax (i±l±m) | 689 | 1,675 | 1,092 | 2,030 | 5,486 | 2,880 | 2,464 | 5,344 |
| o | Taxes | (516) | (275) | (632) | 588 | (835) | (751) | 171 | (580) |
| p | Result from operating activities (n±o) | 173 | 1,400 | 460 | 2,618 | 4,651 | 2,129 | 2,635 | 4,764 |
| q | Result from assets held for sale | 486 | 0 | 0 | 0 | 486 | 0 | 0 | 0 |
| r | Group net profit (loss) (p±q) | 659 | 1,400 | 460 | 2,618 | 5,137 | 2,129 | 2,635 | 4,764 |
3. Exchange rates used to convert the financial statements of foreign companies
End-of-period exchange rates
| Currency | 30 June 2017 | 31 December 2016 | 30 June 2016 |
|---|---|---|---|
| Swiss franc | 1.0930 | 1.0739 | 1.0867 |
| Pound sterling | 0.8793 | 0.8562 | 0.8265 |
| US dollar | 1.1412 | 1.0541 | 1.1102 |
| Brazilian real | 3.7600 | 3.4305 | 3.5898 |
| Chinese renminbi | 7.7385 | 7.3202 | 7.3755 |
| Indian rupee | 73.7445 | 71.5935 | 74.9603 |
| Turkish lira | 4.0134 | 3.7072 | 3.2060 |
Average exchange rates in the period
| Currency | 2017 | 2016 | 2Q 2017 | 2Q 2016 |
|---|---|---|---|---|
| Swiss franc | 1.0764 | 1.0902 | 1.0835 | 1.0961 |
| Pound sterling | 0.8601 | 0.8189 | 0.8603 | 0.7869 |
| US dollar | 1.0825 | 1.1066 | 1.1003 | 1.1293 |
| Brazilian real | 3.4393 | 3.8616 | 3.5331 | 3.9642 |
| Chinese renminbi | 7.4417 | 7.3496 | 7.5494 | 7.3783 |
| Indian rupee | 71.1244 | 74.3553 | 70.9498 | 75.5477 |
| Turkish lira | 3.9379 | 3.3427 | 3.9389 | 3.2701 |
| Name | Registered office |
Country | Currency Share capital | Investing company |
% direct ownership |
|
|---|---|---|---|---|---|---|
| Gefran UK Ltd | Uxbridge | UK | GBP | 4,096,000 Gefran S.p.A. | 100.00 | |
| Gefran Deutschland Gmbh | Seligenstadt | Germany | EUR | 365,000 Gefran S.p.A. | 100.00 | |
| Siei Areg Gmbh | Pleidelsheim | Germany | EUR | 150,000 Gefran S.p.A. | 100.00 | |
| Gefran France S.A. | Lyon | 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 | Winchester | USA | USD | 1,900,070 Gefran S.p.A. | 100.00 | |
| Gefran Brasil Elettroel. Ltda | Sao Paolo | Brazil | REAL | 450,000 Gefran S.p.A. | 99.90 | |
| Gefran UK | 0.10 | |||||
| Gefran India Private Ltd | Pune | India | INR | 100,000,000 Gefran S.p.A. | 95.00 | |
| Gefran UK | 5.00 | |||||
| Gefran Siei Asia Pte Ltd | Singapore | Singapore | EUR | 3,359,369 Gefran S.p.A. | 100.00 | |
| China (People's | ||||||
| Gefran Siei Drives Tech. Pte Ltd | Shanghai | Rep.) | RMB | 28,940,000 Gefran Siei Asia | 100.00 | |
| China (People's | ||||||
| Gefran Siei Electric Pte Ltd | Shanghai | Rep.) | RMB | 1,005,625 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 |
4. List of companies included in the scope of consolidation
5. List of companies consolidated at equity
| Name | Registered office |
Country | Currency | Share capital | Investing company |
% of direct ownership |
|---|---|---|---|---|---|---|
| Ensun S.r.l. | Brescia | Italy | EUR | 30,000 | Gefran S.p.A. | 50 |
| Bs Energia 2 S.r.l. | Rodengo Saiano Italy | EUR | 1,000,000 | Ensun S.r.l. | 50 | |
| Elettropiemme S.r.l. | Trento | Italy | EUR | 70,000 | Ensun S.r.l. | 50 |
| Axel S.r.l. | Dandolo | Italy | EUR | 26,008 | Gefran S.p.A. | 30 |
6. List of other investee companies
| Name | Registered office |
Country | Currency | Share capital | Investing company |
% of direct ownership |
|---|---|---|---|---|---|---|
| Colombera S.p.A. | Iseo | Italy | EUR | 8,098,958 | Gefran S.p.A. | 16.56 |
| Woojin Machinery Co Ltd | Seoul | South Korea | WON 3,200,000,000 | Gefran S.p.A. | 2.00 |
UBI Banca S.c.p.A. Bergamo Italy EUR 2,254,368,000 Gefran S.p.A. n/s
CERTIFICATION OF CONSOLIDATED FINANCIAL STATEMENTS PURSUANT TO ARTICLE 81-TER OF CONSOB REGULATION 11971 OF 14 MAY 1999, AS AMENDED AND SUPPLEMENTED.
The undersigned Alberto Bartoli, in his capacity as Chief Executive Officer, and Fausta Coffano, in her capacity as Financial reporting Officer 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 the first half of 2017.
There are no significant events to report in this regard.
They further certify that:
-
- the condensed half-yearly financial statements:
- were prepared in accordance with applicable international accounting standards recognised in the European Union pursuant to Regulation (EC) No. 1606/2002 of the European Parliament and of the Council of 19 July 2002;
- correspond to entries made in accounting ledgers and records;
- provide a true and accurate representation of the financial situation of the issuer and all companies included in the scope of consolidation.
-
- The Report on Operations contains a reliable analysis of operating performance and results and of the condition of the issuer and all companies included in the scope of consolidation, together with a description of the main risks and uncertainties to which they are exposed.
Provaglio d'Iseo, 03 August 2017
Chief Executive Officer The Director responsible for preparing the accounting and corporate documents
Alberto Bartoli Fausta Coffano
EXTERNAL AUDITORS' REPORT
REVIEW REPORT ON CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS
To the shareholders of GEFRAN SpA
Fo re w o rd
We have reviewed the accompanying consolidated condensed interim financial statements of GEFRAN SpA and its subsidiaries (the GEFRAN Group) as of 30 J une 2017, comprising the statement of profit/ (loss) for the period, the statement of profit/ (loss) for the period and other items of comprehensive income, the statement of financial position, the consolidated cash flow statement, the statement of changes in shareholders' equity and related notes. The directors of GEFRAN SpA are responsible for the preparation of the consolidated condensed interim financial statements in accordance with International Accounting Standard 34 applicable to interim financial reporting (IAS 34) as adopted by the European Union. Our responsibility is to express a conclusion on these consolidated condensed interim financial statements based on our review.
Sco pe o f re vie w
We conducted our work in accordance with the criteria for a review recommended by Consob in Resolution No. 10867 of 31 J uly 1997. A review of consolidated condensed interim financial statements consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than a fullscope audit conducted in accordance with International Standards on Auditing (ISA Italia) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the consolidated condensed interim financial statements.
Co n clusio n
Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated condensed interim financial statements of the GEFRAN Group as of 30
J une 2017 are not prepared, in all material respects, in accordance with International Accounting Standard 34 applicable to interim financial reporting (IAS 34) as adopted by the European Union.
Brescia, 4 August 2017
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