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Interpump Group Interim / Quarterly Report 2015

Mar 14, 2016

4294_ir_2016-03-14_8062fb91-7211-4406-a3b5-f664618cbd88.pdf

Interim / Quarterly Report

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Interim Report for Q4 2015

Interpump Group S.p.A. and subsidiaries

Contents

Composition of corporate bodies 5
Interpump Group Organization Chart at 31 December 2015 7
Interim Board of Directors' Report:
- Directors' remarks on performance in 2015 11
- Directors' remarks on performance in Q4 2015 23
Financial statements and notes 29

Page

This folder can be consulted at: www.interpumpgroup.it

Interpump Group S.p.A.

Registered office in S. Ilario d'Enza (Reggio Emilia), Via Enrico Fermi, 25 Paid-up Share Capital: 56,617,232.88 euro Reggio Emilia Business Register - Tax Code 11666900151

Board of Directors

Fulvio Montipò Chairman and Chief Executive Officer

Paolo Marinsek Deputy Chairman and Chief Executive Officer

Giuseppe Ferrero Non-executive Director

Franco Garilli (a), (b), (c) Independent Director Lead Independent Director

Marcello Margotto (b) Independent Director

Giancarlo Mocchi Non-executive Director

Stefania Petruccioli (a), (c) Independent Director

Paola Tagliavini (a), (c) Independent Director

Giovanni Tamburi (b) Non-executive Director

Board of Statutory Auditors

Pierluigi De Biasi Chairman

Paolo Scarioni Statutory auditor

Alessandra Tronconi Statutory auditor

Independent Auditors

Reconta Ernst & Young S.p.A.

(a) Member of the Audit and Risks Committee (b) Member of the Remuneration Committee (c) Member of the Related Party Transactions Committee

Interim board of directors' report

Directors' remarks on performance in 2015

KEY EVENTS OF 2015

Performance in 2015 was marked by a considerable increase in sales, EBITDA and net profit, with the achievement by the Interpump Group of record results once again.

Sales were up by 33.2% compared to 2014 (+8.9% like for like and +1.3% net also of exchange differences). The business sector analysis shows a 41.4% increase in sales in the Hydraulic Sector (+5.0% like for like and -1.0% net also of exchange differences) and a 21.3% growth of sales in the Water Jetting Sector (+14.6% like for like and +4.7% net also of exchange differences).

In geographical terms, growth in Europe including Italy was 33.7%, with 35.2% in North America, 37.3% in the Far East and Oceania and 22.2% in the Rest of the World. The geographical breakdown shows like for like growth of 4.0% in Europe (including Italy), 18.0% in North America, 4.8% in the Far East and Oceania and 6.8% in the Rest of the World.

EBITDA reached €180.3m, equivalent to 20.1% of sales. In 2014, EBITDA was €136.1m (20.3% of sales). The year on year growth of EBITDA thus amounts to 32.4%. EBITDA was 10.6% higher like for like, reaching €150.5m or 20.6% of sales, up by 0.3 percentage points.

Free cash flow more than doubled to €85.2m (€38.3m in 2014).

Net profit of €117.0m was more than double the €57.7m recorded in 2014.

Minority interests in Hydrocontrol S.p.A. and IMM Hydraulics S.p.A. were acquired in 2015. On 27 April Interpump Hydraulics S.p.A. acquired the remaining 16% stake in Hydrocontrol S.p.A. further to the exercise of the related put options by its minority shareholders. On 4 June Interpump Hydraulics S.p.A. acquired the remaining 40% stake in IMM Hydraulics S.p.A. further to the exercise of the related put options by the minority shareholder of IMM Hydraulics S.p.A. These two transactions generated financial income of €32.0m due to the lower price paid compared to the amount booked under debt for the acquisition of equity investments, which reflected the measurement of put options granted to sellers. This income arose because the put options had been measured on the basis of projections at 2018 and 2020, these being the dates from which the put options could be exercised and consequently envisaged growth of EBITDA and higher cash generation. The fact that acquisition of the two minority stakes has been brought forward is allowing the acceleration of internal Group synergies and a high level of simplification, resulting in appreciable cost savings.

In this regard, our company's operations in India and South Africa are currently being subjected to a rationalization process. In addition, the business in Brazil based on the merger of the following four companies became operational during the year: Interpump Hydraulics do Brasil, Takarada Industria e Comercio, Walvoil Fluid do Brasil and Osper, with this last company having been acquired on 28 August 2015. The four companies have been concentrated into a single facility, resulting in significant levels of synergy in industrial, logistic and administrative terms, and the overall rationalization of all operations. In addition, Interpump Hydraulics Brasil (the company formed through the merger) is now the Brazilian leader in the power take-offs sector, benefiting also from access to the Group's wide range of products in the Hydraulic Sector. The process of rationalization of the Group's structure and exploitation of potential commercial synergies will proceed over the coming years also in the other countries in which we operate.

2015 saw the first-time consolidation of the Walvoil Group (Hydraulic Sector) acquired on 15 January 2015, Inoxihp (Water Jetting Sector) acquired on 17 March 2015, but consolidated for the full year due to its modest size, Bertoli S.r.l. (Water Jetting Sector), acquired on 22 May 2015 and consolidated for eight months, and Osper (Hydraulic Sector), acquired on 28 August 2015 and consolidated for four months.

For a commentary on the Walvoil, Inoxihp, Bertoli and Osper acquisitions we invite you to refer to the contents of the 2014 Annual Financial Report in the heading concerning events occurring after year end, and the Interim Reports for Q2 and Q3 2015.

(€/000) 2015 2014
Net sales 894,928 671,999
Cost of products sold (577,310) (426,585)
Gross industrial margin 317,618 245,414
% on net sales 35.5% 36.5%
Other operating revenues 13,133 12,563
Distribution costs (84,321) (68,074)
General and administrative expenses (105,670) (80,517)
Other operating costs (3,864) (5,019)
EBIT 136,896 104,367
% on net sales 15.3% 15.5%
Financial income 43,321 8,144
Financial expenses (16,011) (19,504)
Adjustment of the value of investments carried at equity (262) 102
Profit for the year before taxes 163,944 93,109
Income taxes (46,955) (35,367)
Consolidated net profit for the year 116,989 57,742
% on net sales 13.1% 8.6%
Due to:
Parent company's shareholders 116,322 56,936
Subsidiaries' minority shareholders 667 806
Consolidated profit for the year 116,989 57,742
EBITDA 180,258 136,106
% on net sales 20.1% 20.3%
Shareholders' equity 621,318 466,550
Net debt 254,987 151,969
Payables for the acquisition of investments 23,209 74,075
Capital employed 899,514 692,594
ROCE 15.2% 15.1%
ROE 18.8% 12.4%
Basic earnings per share 1.089 0.541
EBITDA
= EBIT + Depreciation/Amortization + Provisions

Consolidated income statement for the year

ROCE = EBIT / Capital employed ROE = Consolidated profit for the year / Consolidated shareholders' equity

* = Since EBITDA is not identified as accounting measure in the context of the Italian accounting principles nor in the context of the international accounting standards (IAS/IFRS), the quantitative determination of EBITDA may not be unequivocal. EBITDA is a parameter used by company management to monitor and assess the organization's operating performance. The management considers EBITDA to be a significant parameter for assessment of the company's performance since it is not influenced by the effects of the different criteria used to determine taxable income, the amount and characteristics of capital employed and the related depreciation policies. The criterion for the determination of EBITDA applied by the company may differ from that used by other companies/groups and hence the value of this parameter may not be directly comparable with the EBITDA values disclosed by other entities.

NET SALES

Net sales in 2015 totaled €894.9m, up by 33.2% from €672.0m in 2014 (+8.9% like for like and +1.3% net of exchange differences).

Breakdown of sales by business sector and geographical area:

Rest of North Far East and Rest of the
(€/000) Italy Europe America Oceania World Total
2015
Hydraulic Sector 105,509 194,815 151,083 40,004 68,860 560,271
Water Jetting Sector 30,400 91,688 142,303 44,954 25,312 334,657
Total 135,909 286,503 293,386 84,958 94,172 894,928
2014
Hydraulic Sector 72,619 145,709 98,602 21,869 57,405 396,204
Water Jetting Sector 19,159 78,554 118,436 39,993 19,653 275,795
Total 91,778 224,263 217,038 61,862 77,058 671,999
2015/2014 percentage changes
Hydraulic Sector +45.3% +33.7% +53.2% +82.9% +20.0% +41.4%
Water Jetting Sector +58.7% +16.7% +20.2% +12.4% +28.8% +21.3%
Total +48.1% +27.8% +35.2% +37.3% +22.2% +33.2%
2015/2014 like for like changes (%)
Hydraulic Sector +9.1% -3.2% +16.8% -1.4% +2.6% +5.0%
Water Jetting Sector +13.2% +10.4% +19.0% +8.3% +19.1% +14.6%
Total +10.0% +1.6% +18.0% +4.8% +6.8% +8.9%

The like for like analysis net of exchange differences shows a decline of 1.0% in the Hydraulic Sector and growth of 4.7% in the Water Jetting Sector.

PROFITABILITY

The cost of sales accounted for 64.5% of turnover (63.5% in 2014). Production costs, which totaled €234.8m (€169.1m in 2014, which did not include the costs of the Walvoil Group, Inoxihp, Bertoli and Osper), accounted for 26.2% of sales (25.2% in 2014). The purchase cost of raw materials and components sourced on the market, including changes in inventories, was €342.6m (€257.5m in 2014, which however did not include the costs of the Walvoil Group, Inoxihp, Bertoli and Osper). The incidence of purchase costs, including changes in inventories, was 38.3%, as 2014.

On a like for like basis the percentage incidences of production costs and purchase costs in 2015 were respectively 24.5% and 38.7% (down overall by 0.3 percentage points). The percentage increase in the cost of sales from 63.5% in 2014 to 64.5% in 2015 is primarily due to a product mix effect related to the newly consolidated companies.

Like for like distribution costs were 7.9% higher than in 2014 (-0.1% net of exchange differences), while the incidence on sales fell by 0.1 percentage points with respect to 2014. With the inclusion of Walvoil, Inoxihp, Bertoli and Osper the incidence fell by 0.7 percentage points.

Like for like general and administrative expenses were 9.6% higher than in 2014 (+3.6% net of exchange differences), with a 0.1 percentage point increase in the incidence on sales with respect to 2014. With the inclusion of Walvoil, Inoxihp, Bertoli and Osper the incidence fell by 0.2 percentage points with respect to 2014.

Total payroll costs were €218.2m (€157.7m in 2014, which however did not include the Walvoil Group, Inoxihp, Bertoli and Osper). Like for like payroll costs rose by 8.5% (+2.8% net of exchange differences) due to a 6.3% per capita cost increase (+0.7% net of exchange differences) and a rise of 75 in the average headcount. The total number of Group employees in 2015 averaged 4,830 (3,650 like for like) compared to 3,575 in 2014. The like for like increase in the average headcount in 2015 breaks down as follows: 5 in Europe, 40 in the US and 30 in the Rest of the World (Brazil, China, India, Chile, Australia, South Korea, South Africa and the UAE).

EBITDA totaled €180.3m (20.1% of sales) compared to €136.1m in 2014, which represented 20.3% of sales, reflecting a 32.4% increase. Like for like EBITDA was up by 10.6% to €150.5m or 20.6% of sales, increasing margins by 0.3 percentage points. The following table shows EBITDA for each business sector:

2015 % on 2014 % on
€/000 total €/000 total Growth/
sales* sales* Contraction
Hydraulic Sector 96,605 17.2% 69,366 17.5% +39.3%
Water Jetting Sector 83,671 24.9% 66,701 24.1% +25.4%
Other Revenues Sector (18) n.s. 39 n.s. n.s.
Total 180,258 20.1% 136,106 20.3% +32.4%

* = Total sales include also include sales to other group companies, while the sales analyzed previously are exclusively those external to the group (see Note 2 to the Consolidated Financial Statements at 31 December 2015). Therefore, for the purposes of comparability the percentage is calculated on total sales rather than the sales shown earlier.

Like for like Hydraulic Sector EBITDA was up by 4.1% (17.4% of net sales). Like for like Water Jetting Sector EBITDA was up by 17.4% (24.7% of net sales).

EBIT was €136.9m (15.3% of sales) compared to €104.4m in 2014 (15.5% of sales), reflecting an increase of 31.2%. EBIT was 11.3% higher like for like, reaching €116.2m or 15.9% of sales, with an increase of 0.4 percentage points.

Finance management generated net income of €27.3m (net financial expenses of €11.4m in 2014). 2015 saw the generation of income due to the lower payments made with respect to debts for commitments to acquire residual stakes in subsidiaries in the amount of €32.0m, as described at the beginning of this report. The net financial expenses incurred in 2014, on the other hand, included €8.2m relating to the adjustment of payables following the purchase of equity investments and the related interest.

The effective tax rate was 29.0% (38.0% in 2014 – 35.2% net of the non-deductible financial expenses totaling €8.2m mentioned above). The comparison is influenced by the inclusion, in 2015 only, of income on the adjustment of the expected debt for commitments to acquire residual stakes in subsidiaries as discussed above, originating exclusively in the consolidated financial statements and hence not taxable. Net of this non-taxable income and the deferred tax assets derecognized in the year, the tax rate for 2015 would have been 34.8%. The reduction compared to 2014 is mainly due to changes in Italian legislation concerning the total deductibility of payroll costs from the IRAP tax base, which led to a tax saving of €2.0m.

Net profit of €117.0m was more than double the amount for 2014 (€57.7m). A similar trend was followed by basic earnings per share, which rose from 0.541 euro in 2014 to 1.089 euro in 2015.

Capital employed increased from €692.6m at 31 December 2014 to €899.5m at 31 December 2015. The rise in capital employed is mainly due to the consolidation of Walvoil, Inoxihp, Bertoli and Osper, which produced a €185.8m increase, and the effect of revaluation of foreign currencies against the euro, which led to an increase of €18.8m. ROCE stood at 15.2% (15.1% in 2014). ROE was 18.8% (12.4% in 2014).

CASH FLOW

The change in net financial indebtedness can be broken down as follows:

2015 2014
€/000 €/000
Opening net financial position (151,969) (88,684)
Adjustment: opening net cash position of companies not consolidated
line by line at the end of the prior year (a) 435 (158)
Adjusted opening net financial position (151,534) (88,842)
Cash flow from operations 121,742 95,813
Cash flow generated (absorbed) by the management of commercial working capital (13,621) (21,519)
Cash flow generated (absorbed) by other current assets and liabilities 5,733 (2,236)
Capital expenditure on tangible fixed assets (27,653) (32,654)
Proceeds from sales of tangible fixed assets 1,594 1,512
Increase in other intangible fixed assets (3,054) (3,000)
Received financial income 714 637
Other (209) (263)
Free cash flow 85,246 38,290
2015 2014
€/000 €/000
Free cash flow 85,246 38,290
Acquisition of investments, including received debt
and net of treasury stock assigned (145,243) (53,266)
Receipts for the sale of investments and lines of business 746 796
Dividends paid (20,390) (18,166)
Outlays for the purchase of treasury stock (32,709) (38,299)
Proceeds from the sale of treasury stock to beneficiaries of stock options 8,166 4,626
Change in other financial assets (1) 1,017
Loan repayments from (disbursals to) non-consolidated subsidiaries - 21
Cash flow generated (used) (104,185) (64,981)
Exchange rate differences 732 1,854
Net financial position at year end (254,987) (151,969)

(a) = in 2015 this concerns Hammelmann Bombas e Sistemas Ltda and Interpump Hydraulics Middle East FZCO (see Note 1 to the Financial Statements and notes at 31 December 2015). Conversely, in 2014 the subjects were HS Penta Africa PtY Ltd and Galtech Canada Inc.

Net liquidity generated by operations totaled €121.7m (€95.8m in 2014), reflecting an increase of 27.1%. There was a considerable increase in free cash flow during 2015 to €85.2m, which was more than double the figure recorded 2014 (€38.3m).

The net financial position, excluding the debts and commitments illustrated below, can be broken down as follows:

31/12/2015 31/12/2014 01/01/2014
€/000 €/000 €/000
Cash and cash equivalents 135,130 87,159 105,312
Bank payables (advances and STC amounts) (5,735) (27,770) (20,932)
Interest-bearing financial payables (current portion) (83,833) (64,298) (61,371)
Interest-bearing financial payables (non-current portion) (300,549) (147,060) (111,693)
Total (254,987) (151,969) (88,684)

The Group also has contractual commitments for the purchase of residual shareholdings in subsidiaries totaling €23.2 million (€74.1 million at 31 December 2014). €4.9m of the foregoing amounts concerns the acquisition of equity investments (€7.4m at 31 December 2014) and €18.3m is related to contractual agreements for the acquisition of residual interests in subsidiaries (€66.6m at 31 December 2014). The change with respect to the prior period is due on the one hand to the exercise of Hydrocontrol and IMM Hydraulics options and, on the other hand, to the new put options related to the acquisition of Inoxihp.

CAPITAL EXPENDITURE

Expenditure on property, plant and equipment totaled €112.4m, of which €73.9m for the acquisition of equity investments (€81.2m in 2014, of which €39.8m for the acquisition of equity investments). It should be noted that the companies belonging to the Very-High Pressure Systems business segment classify the increase in machinery manufactured and hired out to customers under tangible fixed assets (€11.2m at 31 December 2015 and €7.2m at 31 December 2014). Net of these latter amounts and the investment via acquisitions, capital expenditure in the strictest sense amounted to €27.3m in 2015 (€34.2m in 2014) and mainly refers to the normal

renewal and modernization of plant, machinery and equipment, with the exception of €2.3m, related in 2015 to the construction of new plants in Bulgaria, Romania and India and to the expansion of a building owned by the Group Parent (€10.9m in 2014 related mainly to the Hammelmann building). The difference with respect to the expenditure recorded in the cash flow statement is due to the dynamic of payments.

The increases in intangible fixed assets totaled €15.2m, of which €12.1m from the acquisition of equity investments (€6.2m in 2014, of which €2.8m from the acquisition of equity investments) and refer mainly to the allocation of the price of acquisitions to trademarks (€11.7m in 2015) and to investment for the development of new products.

INTERCOMPANY AND RELATED PARTY TRANSACTIONS

With regard to transactions entered into with related parties, including intercompany transactions, these cannot be defined as either atypical or unusual, inasmuch as they form part of the normal course of activities of the Group companies. These transactions are regulated at arm's length conditions, taking into account the characteristics of the assets transferred and services rendered. Information on transactions carried out with related parties is given in Note 9 of the Consolidated Financial statements at 31 December 2015.

CHANGES IN THE GROUP STRUCTURE IN 2015

In addition to the transactions for the acquisition of the Walvoil Group and Inoxihp, as already fully disclosed in the 2014 Annual Financial Report, the Group structure underwent the following changes:

  • on 16 January 2015 HS Penta S.p.A. acquired an additional 10% stake in HS Penta Africa for €136k;
  • Interpump Hydraulics Perù S.a.c., with headquarters in Lima, was incorporated on 8 April 2015 in order to create a direct Group presence on the important Peruvian market;
  • on 27 April 2015 Interpump Hydraulics S.p.A. acquired the remaining 16% stake in Hydrocontrol S.p.A. further to the exercise of the related put options by the minority shareholders of Hydrocontrol S.p.A. The exercise resulted in the Group divesting 741,184 treasury shares to cover the price;
  • on 22 May 2015 Interpump Group S.p.A. acquired total control of Bertoli S.r.l., based in the province of Parma; Bertoli is one of the key world players on the market for the design and construction of high pressure homogenizers with piston pumps, primarily for the food sector and supplied also to customers operating in the chemicals and cosmetics sectors. Bertoli's 2014 sales totaled €11.2m, while EBITDA was booked at €2.3m (20.7% of sales). The business was acquired at the price of €7.3m. With the acquisition of Bertoli, a leading manufacturer in the niche market for homogenizers, Interpump enters the market of pumps for the food sector thereby strengthening our undisputed world leadership in the production of high pressure pumps. The acquisition is the precondition for the generation of major production and commercial synergies.
  • on 4 June 2015 Interpump Hydraulics S.p.A. acquired the remaining 40% stake in IMM Hydraulics S.p.A. further to the early exercise of the related put options by the minority shareholder of IMM Hydraulics S.p.A. The put options exercise led to a €22.6m outlay for the Group;
  • on 6 July 2015 the merger of Interpump Hydraulics International S.p.A. in Interpump Hydraulics S.p.A. entered into effect;

  • an agreement with the ex-shareholders of Walvoil S.p.A. was signed on 20 July 2015 defining the adjustment of the company's acquisition price, which was established on a provisional basis at the closing date of 15 January 2015. The final price was set at €116.1m. The balance of €16.1m was therefore paid on 5 August;

  • on 30 July 2015 Hydrocontrol S.p.A. acquired the remaining stakes in Hydrocontrol Inc. for €109k;
  • 28 August 2015 saw the acquisition of the entire capital stock of the Brazilian company Osper. The agreed price for the transaction was BRL 21.7m (approximately €5.4m). The price paid at the closing date was BRL 10.5m (around €2.6m). The remaining BRL 11.2m (about €2.8m) will be paid as follows: BRL 1.2m in 60 monthly installments of BRL 20k, while BRL 10m constitute the guarantee as an indemnity against potential liabilities that may arise in the acquired company and will be paid, net of any indemnity amounts, within 15 August 2021. Osper's 2014 sales totaled BRL 16.2m, with EBITDA of BRL €2.6m, equivalent to 16.2% of sales;
  • on 29 September 2015 a resolution was passed to merge HS Penta S.p.A. in Interpump Hydraulics S.p.A., in the drive for integration among Group companies and in order to exploit the commercial synergies identified between the two companies. This merger took effect from 4 January 2016;
  • on 30 September 2015 the merger between Interpump Hydraulics do Brasil, Takarada Industria e Comercio, Walvoil Fluid do Brasil and Osper became operational in Brazil;
  • on 1 November 2015 a resolution was passed to merge General Technology S.r.l. and Interpump Engineering S.r.l. in Interpump Group S.p.A., the accounting and tax effects of the merger are applicable from 1 January 2015;
  • on 10 November 2015 a resolution was passed to merge Bertoli S.r.l. in Interpump Group S.p.A., with the intention of exploiting all the production and commercial synergies identified between the two companies. Bertoli's activities are being transferred to the Parent Company's factories during 2016, with savings on all operating costs. The merger will become operational during the first half of 2016;
  • on 24 November 2015 Contarini Leopoldo S.r.l. purchased the residual 10% interest in Unidrò for €350k by the assignment of 24,169 treasury shares in settlement;
  • on 1 December 2015 HS Penta S.p.A. acquired the residual 10% interest in HS Penta Africa for €160k.

EVENTS OCCURRING AFTER THE CLOSE OF THE YEAR

No atypical or unusual transactions have been carried out subsequent to 31 December 2015 that would call for changes to the consolidated financial statements at 31 December 2015.

The entire equity interest in Endeavour (Hydralok brand), based in Bath, England, was acquired on 22 January 2016. This company manufactures machinery and systems for joining hydraulic pipes. The purchase is part of a program to strengthen and rationalize Interpump's direct commercial presence in the various international markets. Possession of a company that manufactures crimping systems enables Interpump not only to sell them, but also to equip all international branches with the equipment necessary to commercialize joined hydraulic pipes, which is an important after sales service. During the year ended 31 March 2015, Endeavour reported sales of about GBP 1.9m (about €2.5m), with an EBITDA of about 16% of sales. Via IMM Hydraulics UK, Interpump paid GBP 1m for Endeavour, including cash of GBP 200k.

This price may be adjusted by a maximum of GBP 300k with reference to EBITDA at 31 March 2016.

Directors' remarks on performance in Q4 2015

Q4 consolidated income statements

(€/000) 2015 2014
Net sales 213,050 161,934
Cost of products sold (141,045) (103,635)
Gross industrial margin 72,005 58,299
% on net sales 33.8% 36.0%
Other operating revenues 3,619 4,172
Distribution costs (21,576) (17,617)
General and administrative expenses (26,356) (21,608)
Other operating costs (1,629) (1,916)
EBIT 26,063 21,330
% on net sales 12.2% 13.2%
Financial income 2,542 2,090
Financial expenses (3,580) (9,509)
Adjustment of the value of investments carried at equity (69) 315
Profit for the year before taxes 24,956 14,226
Income taxes (9,310) (6,574)
Consolidated profit for the year 15,646 7,652
% on net sales 7.3% 4.7%
Due to:
Parent company's shareholders 15,358 7,560
Subsidiaries' minority shareholders 288 92
Consolidated profit for the year 15,646 7,652
EBITDA
% on net sales
38,945
18.3%
30,421
18.8%
Shareholders' equity 621,318 466,550
Net debt 254,987 151,969
Payables for the acquisition of investments
Capital employed
23,209
899,514
74,075
692,594
Unannualized ROCE 2.9% 3.1%
Unannualized ROE 2.5% 1.6%
Basic earnings per share 0.144 0.073

EBITDA = EBIT + Depreciation/Amortization + Provisions

ROCE = EBIT / Capital employed

ROE = Consolidated profit for the year / Consolidated shareholders' equity

* = Since EBITDA is not identified as accounting measure in the context of the Italian accounting principles nor in the context of the international accounting standards (IAS/IFRS), the quantitative determination of EBITDA may not be unequivocal. EBITDA is a parameter used by company management to monitor and assess the organization's operating performance. The management considers EBITDA to be a significant parameter for assessment of the company's performance since it is not influenced by the effects of the different criteria used to determine taxable income, the amount and characteristics of capital employed and the related depreciation policies. The criterion for the determination of EBITDA applied by the company may differ from that used by other companies/groups and hence the value of this parameter may not be directly comparable with the EBITDA values disclosed by other entities.

The scope of consolidation in Q4 2015 includes the Walvoil Group, Inoxihp, and Bertoli and Osper, none of which were present in Q4 2014. The notes to this interim board of directors' report provide like for like information.

NET SALES

Net sales in Q4 2015 totaled €213.0m, up by 31.6% with respect to sales in 2014 (€161.9m). On a like for like basis growth was 7.6% (+2.7% net also of exchange differences).

The following table gives a breakdown of net sales in Q4 by business sector and geographical area:

Rest of North
Far East and
Rest of the
(€/000) Italy Europe America Oceania World Total
Q4 2015
Hydraulic Sector 25,865 45,486 34,313 9,419 15,168 130,251
Water Jetting Sector 6,736 22,789 34,366 12,655 6,253 82,799
Total 32,601 68,275 68,679 22,074 21,421 213,050
Q4 2014
Hydraulic Sector 17,791 32,753 25,617 5,427 13,160 94,748
Water Jetting Sector 5,216 20,021 26,410 10,591 4,948 67,186
Total 23,007 52,774 52,027 16,018 18,108 161,934
2015/2014 percentage changes
Hydraulic Sector +45.4% +38.9% +33.9% +73.6% +15.3% +37.5%
Water Jetting Sector +29.1% +13.8% +30.1% +19.5% +26.4% +23.2%
Total +41.7% +29.4% +32.0% +37.8% +18.3% +31.6%
2015/2014 like for like changes (%)
Hydraulic Sector +10.4% +0.6% +0.7% +1.0% +0.3% +2.5%
Water Jetting Sector -20.4% +4.8% +29.7% +15.9% +12.2% +14.9%
Total +3.4% +2.2% +15.4% +10.8% +3.6% +7.6%

The like for like analysis net of exchange differences shows a decline of 0.9% in the Hydraulic Sector and 7.7% growth in the Water Jetting Sector.

PROFITABILITY

The cost of sales accounted for 66.2% of turnover (64.0% in Q4 2014). Production costs, which totaled €58.3m in Q4 2014 (€43.5m in Q4 2014, which did not include the costs of the Walvoil Group, Inoxihp, Bertoli and Osper), accounted for 27.4% of sales (26.8% in 2014). Like for like production costs were substantially unchanged with respect to Q4 2014 (-0.1%), with an 1.9 percentage point fall in their incidence on sales. The purchase cost of raw materials and components sourced on the market, including changes in inventories, was €82.7m (€60.2m in the equivalent period of 2014, which however did not include the costs of the Walvoil Group, Inoxihp, Bertoli and Osper). The percent incidence of purchase costs, including the change in inventories, was 38.8% compared to 37.2% in Q4 2014 (the percent incidence of like for like purchase costs is 39.4%).

Distribution costs were 6.2% higher like for like (+1.3% net of exchange differences) with respect to Q4 2014, with an incidence on sales that fell by 0.2 percentage points.

General and administrative expenses, again like for like, increased by 1.3% (-2.4% net of exchange differences) with respect to Q4 2014, while the incidence on sales was 0.7% lower.

EBITDA totaled €38.9m (18.3% of sales) compared to €30.4m in Q4 2014, which represented 18.8% of sales, reflecting a 28.0% increase. On a like for like basis EBITDA grew by 7.5% to €32.7m (18.8% of sales). The following table shows EBITDA for each business sector:

Q4 2015 % on Q4 2014 % on Growth/
€/000 total €/000 total Contraction
sales* sales*
Hydraulic Sector 19,190 14.7% 14,201 15.0% +35.1%
Water Jetting Sector 19,765 23.7% 16,173 24.0% +22.2%
Other Revenues Sector (10) n.s. 47 n.s. n.s.
Total 38,945 18.3% 30,421 18.8% +28.0%

* = Total sales include also include sales to other group companies, while the sales analyzed previously are exclusively those external to the group (see Note 2 to the Consolidated Financial Statements at 31 December 2015). Therefore, for the purposes of comparability the percentage is calculated on total sales rather than the sales shown earlier.

Like for like Hydraulic Sector EBITDA totaled €14.3m (14.8% of net sales). Like for like EBITDA for the Water Jetting Sector was €18.4m (23.7% of sales), reflecting an increase of 13.7%.

EBIT stood at €26.1m (12.2% of sales) compared to €21.3m in Q4 2014 (13.2% of sales), reflecting an increase of 22.2%. Like for like EBIT increased by 11.1%, reaching €23.7m or 13.6% of sales, up by 0.4 percentage points.

Financing management generated net financial expenses of €1.0m (€7.4m in Q4 2014). The net financial expenses incurred in 2014, on the other hand, included €6.4m relating to the adjustment of payables following the purchase of equity investments.

Q4 closed with consolidated net profit of €15.6m (€7.7m in Q4 2014), reflecting a rise of 104.5%.

Basic earnings per share were €0.144 (€0.073 in Q4 2014).

Sant'Ilario d'Enza (RE), 12 February 2016

For the Board of Directors Fulvio Montipò Chairman and Chief Executive Officer

The manager responsible for preparing company accounting documents, Carlo Banci, declares, pursuant to the terms of section 2 article 154-(2) of the Italian Consolidated Finance Act, that the accounting disclosures in this document correspond to the documentary evidence, the company books and the accounting entries.

Sant'Ilario d'Enza (RE), 12 February 2016

Carlo Banci Manager responsible for preparing company accounting documents

Financial statements and notes

Consolidated balance sheet

(€/000) Notes 31/12/2015 31/12/2014
ASSETS
Current assets
Cash and cash equivalents 135,130 87,159
Trade receivables 178,799 135,634
Inventories 4 238,637 182,463
Tax receivables 15,554 10,477
Derivative financial instruments 2 -
Other current assets 7,807 6,855
Total current assets 575,929 422,588
Non-current assets
Property, plant and equipment 5 286,066 209,073
Goodwill 1 347,388 279,373
Other intangible assets 33,193 24,649
Other financial assets 1,025 994
Tax receivables 1,934 2,456
Deferred tax assets 26,276 22,035
Other non-current assets 1,209 1,380
Total non-current assets 697,091 539,960
Assets held for sale - 615
Total assets 1,273,020 963,163
(€/000) Notes 31/12/2015 31/12/2014
LIABILITIES
Current liabilities
Trade payables 94,098 80,273
Payables to banks 5,735 27,770
Interest-bearing financial payables (current portion) 83,833 64,298
Derivative financial instruments 77 169
Tax payables 21,308 11,665
Other current liabilities 48,840 38,123
Provisions for risks and charges 4,423 4,162
Total current liabilities 258,314 226,460
Non-current liabilities
Interest-bearing financial payables 300,549 147,060
Liabilities for employee benefits 17,264 14,940
Deferred tax liabilities 50,875 33,436
Other non-current liabilities 22,017 72,605
Provisions for risks and charges 2,683 1,949
Total non-current liabilities 393,388 269,990
Liabilities held for sale - 163
Total liabilities 651,702 496,613
SHAREHOLDERS' EQUITY 6
Share capital 56,032 53,871
Legal reserve 11,323 11,323
Share premium reserve 136,794 101,237
Reserve for valuation of hedging derivatives
at fair value (13) (19)
Reserve for restatement of defined benefit plans (3,501) (5,273)
Translation provision 22,655 3,809
Other reserves 392,557 295,747
Group shareholders' equity 615,847 460,695
Minority interests 5,471 5,855
Total shareholders' equity 621,318 466,550
Total shareholders' equity and liabilities 1,273,020 963,163

Consolidated income statement for the year

(€/000) Notes 2015 2014
Net sales 894,928 671,999
Cost of products sold (577,310) (426,585)
Gross industrial margin 317,618 245,414
Other net revenues 13,133 12,563
Distribution costs (84,321) (68,074)
General and administrative expenses (105,670) (80,517)
Other operating costs (3,864) (5,019)
Ordinary profit before financial expenses 136,896 104,367
Financial income 7 43,321 8,144
Financial expenses 7 (16,011) (19,504)
Adjustment of the value of investments
carried at equity
(262) 102
Profit for the year before taxes 163,944 93,109
Income taxes (46,955) (35,367)
Consolidated profit for the year 116,989 57,742
Due to:
Parent company's shareholders 116,322 56,936
Subsidiaries' minority shareholders 667 806
Consolidated profit for the year 116,989 57,742
Basic earnings per share 8 1.089 0.541
Diluted earnings per share 8 1.074 0.531

Comprehensive consolidated income statements for the year

(€/000) 2015 2014
Consolidated profit for the year (A) 116,989 57,742
Other comprehensive profit (loss) that will be subsequently
reclassified in consolidated profit for the year
Accounting of interest rate hedging derivatives
recorded in accordance with the cash flow hedging method:
- Profit (Loss) on derivatives for the year
- Minus: Adjustment for reclassification of profits (losses) to the
income statement
-
-
-
-
- Minus: Adjustment for recognition of fair value to reserves in the
prior year
- 50
Total - 50
Accounting of exchange risk derivative hedges
recorded in accordance with the cash flow hedging method:
- Profit (Loss) on derivatives for the year
- Minus: Adjustment for reclassification of profits (losses) to the
(19) (27)
income statement
- Minus: Adjustment for recognition of fair value to reserves in the
- (14)
prior year
Total
27
8
-
(41)
Profits (Losses) arising from the translation to euro of the financial
statements of foreign companies
18,992 23,275
Profits (Losses) of companies carried at equity (16) 68
Related taxes (2) (1)
Total other comprehensive profit (loss) that will be subsequently
reclassified in consolidated profit for the year, net of the
tax effect (B)
18,982 23,351
Other comprehensive profit (loss) that will not be subsequently
reclassified in consolidated profit for the year
Profit (loss) deriving from the restatement of defined benefit plans 2,479 (2,640)
Related taxes (683) 726
Total Other comprehensive profit (loss) that will not be
subsequently
reclassified in consolidated profit for the year,
net of the tax effect (C) 1,796 (1,914)
Comprehensive consolidated profit for the year (A) + (B) + (C) 137,767 79,179
Due to:
Parent company's shareholders
Subsidiaries' minority shareholders
136,946
821
77,960
1,219
Comprehensive consolidated profit for the year (A) + (B) + (C) 137,767 79,179
(€/000) 2015 2014
Net sales 213,050 161,934
Cost of products sold (141,045) (103,635)
Gross industrial margin 72,005 58,299
Other net revenues 3,619 4,172
Distribution costs (21,576) (17,617)
General and administrative expenses (26,356) (21,608)
Other operating costs (1,629) (1,916)
Ordinary profit before financial expenses 26,063 21,330
Financial income 7 2,542 2,090
Financial expenses 7 (3,580) (9,509)
Adjustment of the value of investments
carried at equity
(69) 315
Profit for the period before taxes 24,956 14,226
Income taxes (9,310) (6,574)
Consolidated net profit for the period 15,646 7,652
Due to:
Parent company's shareholders 15,358 7,560
Subsidiaries' minority shareholders 288 92
Consolidated net profit for the period 15,646 7,652
Basic earnings per share 8 0.144 0.073
Diluted earnings per share 8 0.142 0.071

Q4 consolidated income statements

Comprehensive consolidated income statement for Q4

(€/000) 2015 2014
Consolidated profit for the period (A) 15,646 7,652
Other comprehensive profit (loss) that will be subsequently
reclassified in consolidated profit for the period
Accounting of interest rate hedging derivatives
recorded in accordance with the cash flow hedging method:
- Profit (Loss) on derivative financial instruments for the period
- Minus: Adjustment for reclassification of profits (losses) to the income
statement
-
-
-
-
- Minus: Adjustment for recognition of fair value to reserves in the
prior period
- -
Total - -
Accounting of exchange risk derivative hedges
recorded in accordance with the cash flow hedging method:
- Profit (Loss) on derivative financial instruments for the period (25) (18)
- Minus: Adjustment for reclassification of profits (losses) to the income
statement
- -
- Minus: Adjustment for recognition of fair value to reserves in the
prior period
- -
Total (25) (18)
Profits (Losses) arising from the translation to euro of the financial
statements of foreign companies
7,514 6,127
Profits (Losses) of companies carried at equity 4 24
Related taxes 8 5
Total other profit (loss) that will be subsequently
reclassified in consolidated profit for the period, net of the
tax effect (B) 7,501 6,138
Other comprehensive profit (loss) that will not be subsequently
reclassified in consolidated profit for the period, net of tax effect (C)
Profit (loss) deriving from the restatement of defined benefit plans 2,479 (2,640)
Related taxes (683) 726
Total Other comprehensive profit (loss) that will not be subsequently
reclassified in consolidated profit for the period,
net of the tax effect (C) 1,796 (1,914)
Comprehensive consolidated profit for the period (A) + (B) + (C) 24,943 11,876
Due to:
Parent company's shareholders 24,598 11,691
Subsidiaries' minority shareholders 345 185
Comprehensive consolidated profit for the period 24,943 11,876

Consolidated cash flow statement for the year

(€/000) 2015 2014
Cash flow from operating activities
Pre-tax profit 163,944 93,109
Adjustments for non-cash items:
Capital losses (Capital gains) from the sale of fixed assets (3,076) (1,519)
Capital losses (Capital gains) from the sale of business divisions and equity
investments
- (406)
Amortization and depreciation, impairment and reinstatement of value 41,886 30,085
Costs ascribed to the income statement relative to stock options that do not involve
monetary outflows for the Group
1,370 1,370
Loss (Profit) from investments 262 (102)
Net change in risk funds and allocations for employee
benefits
(973) (147)
Outlays for tangible fixed assets destined for hire (11,201) (7,180)
Proceeds from the sale of fixed assets granted for hire 7,643 3,792
Financial expenses (Income), net (27,310) 11,360
172,545 130,362
(Increase) decrease in trade receivables and other current assets 2,105 (5,503)
(Increase) decrease in inventories 3,412 (14,145)
Increase (decrease) in trade payables and other current liabilities (13,405) (4,107)
Interest paid (5,838) (5,823)
Currency exchange gains realized 2,701 1,185
Taxes paid (47,666) (29,911)
Net cash from operating activities 113,854 72,058
Cash flows from investing activities
Outlay for the acquisition of investments, net of received cash
and including treasury stock assigned
(176,227) (47,784)
Disposal of investments and lines of business including transferred cash 746 796
Capital expenditure in property, plant and equipment (27,502) (32,575)
Proceeds from sales of tangible fixed assets 1,594 1,512
Increase in intangible fixed assets (3,054) (3,000)
Received financial income 714 637
Other 290 883
Net liquidity used in investing activities (203,439) (79,531)
Cash flows of financing activity
Disbursals (repayments) of loans 145,847 28,325
Dividends paid (20,390) (18,166)
Outlays for purchase of treasury stock (32,709) (38,299)
Sale of treasury stock for the acquisition of equity investments 60,891 7,026
Proceeds from the sale of treasury stock to beneficiaries of stock options 8,166 4,626
Loans repaid (granted) by/to non-consolidated subsidiaries - 21
Disbursals (repayments) of loans from (to) shareholders (409) (248)
Change in other financial assets (1) 1,017
Payment of financial leasing installments (principal portion) (3,368) (4,306)
Net liquidity generated (used by) financing activities 158,027 (20,004)
Net increase (decrease) of cash and cash equivalents 68,442 (27,477)
(€/000) 2015 2014
Net increase (decrease) of cash and cash equivalents 68,442 (27,477)
Exchange differences from the translation of cash of companies in areas outside the
EU
1,129 2,445
Opening cash and equivalents of companies consolidated
for the first time with the line-by-line method
435 41
Cash and cash equivalents at the beginning of the year 59,389 84,380
Cash and cash equivalents at the end of the year 129,395 59,389

Cash and cash equivalents can be broken down as follows:

31/12/2015 31/12/2014
€/000 €/000
Cash and cash equivalents from the balance sheet 135,130 87,159
Payables to banks (current account overdrafts and advances subject to collection) (5,735) (27,770)
Cash and cash equivalents from the cash flow statement 129,395 59,389

Statement of changes in consolidated shareholders' equity

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Notes to the consolidated financial statements

General information

Interpump Group S.p.A. is a company domiciled in Sant'Ilario d'Enza (RE) and incorporated under Italian law. The company is listed on the Milan stock exchange in the STAR segment.

The Group manufactures and markets high and very high-pressure plunger pumps, very highpressure systems, power take-offs, hydraulic cylinders, valves and directional controls, hydraulic lines and fittings and other hydraulic products. The Group has production facilities in Italy, the US, Germany, China, India, Brazil, Bulgaria, Romania and South Korea.

Sales are not affected by any significant degree of seasonality.

The consolidated financial statements include Interpump Group S.p.A. and its directly or indirectly controlled subsidiaries (hereinafter "the Group").

The interim board of directors' report at 31 December 2015 was approved by the Board of Directors meeting held on this day (12 February 2016).

Basis of preparation

The interim board of directors' report at 31 December 2015 was drawn up in compliance with the international accounting standards (IAS/IFRS) utilized for interim financial statements. The tables were prepared in compliance with IAS 1, while the notes were prepared in condensed form in application of the faculty provided by IAS 34 and therefore they do not include all the information required for annual financial statements drafted in compliance with IFRS standards. Therefore the interim board of directors' report at 31 December 2015 should be read together with the consolidated annual financial statements for the year ending 31 December 2014.

Preparation of an interim report in compliance with IAS 34 "Interim Financial Reporting" calls for judgments, estimates, and assumptions that have an effect on assets, liabilities, costs and revenues and on information regarding potential assets and liabilities at the report reference date. We draw your attention to the fact that estimates may differ from the effective results, the magnitude of which will only be known in the future.

The interim report is presented in thousands of euro. The Group adopts the cost of goods sold (GOGS) based income statement, and the cash flow statement with the indirect method. The financial statements are drafted according to the cost method, with the exception of financial instruments, which are measured at fair value.

Accounting standards

The accounting standards adopted are those described in the consolidated financial statements at 31 December 2014, with the exception of those adopted as from 1 January 2015 as described hereunder, and they were uniformly applied to all Group companies and all periods presented.

a) New accounting standards and amendments taking effect on 1 January 2015 and adopted by the Group

As from 2015 the Group has applied the following new accounting standards, amendments and interpretations, reviewed by IASB:

• On 12 December 2012 IASB issued a collection of amendments to IAS/IFRS standards ("Annual Improvements to the 2011–2013 Cycle"). The amendments resulted in changes: (i) to IFRS 3, specifying that the standard is not applicable to measure the accounting effects related to the formation of a joint venture or joint operation (as defined by IFRS 11) in the financial statements of the joint venture or joint operation; (ii) to IFRS 13, explaining that the provision of IFRS 13 on the basis of which the fair value of a group of financial assets and liabilities can be measured on a net basis, is applicable to all contracts (including non-financial contracts) falling within the scope of IAS 39 or IFRS 9; (iii) to IAS 40, explaining that to establish when the acquisition of a property constitutes a business combination, reference must be made to the provisions of IFRS 3.

  • b) New accounting standards and amendments effective from 1 January 2015 but not relevant for the Group
  • IFRIC 21 Levies On 20 May 2013 IASB published the interpretation in question. IFRIC 21 states that an entity shall recognize a liability for levies no earlier than the time of occurrence of the event to which the payment is linked, in compliance with the applicable law. For payments that become due only when a specified minimum threshold is exceeded, the liability is booked only when said minimum threshold is reached. Retrospective application is required for IFRIC 21.
  • c) New accounting standards and amendments not yet applicable and not adopted early by the Group
  • IFRS 9 Financial instruments. On 12 November 2009 IASB published this standard, which was subsequently amended on 28 October 2010 and again in mid-December 2011. The standard, which is applicable from 1 January 2018, constitutes the first part of a process in stages aimed at replacing IAS 39 and introduces new criteria for the classification and measurement of financial assets and liabilities, and for the derecognition of financial assets from the financial statements. Specifically, the new standard uses a single approach to financial assets based on the methods of management of financial instruments and on the characteristics of the contractual cash flows of financial assets in order to establish the measurement criterion, replacing the various rules contained in IAS 39. In contrast, for financial liabilities the main change concerns the accounting treatment for changes in the fair value of a financial liability designated as a financial liability measured at fair value in profit and loss, in the event wherein such changes are due to changes in the credit rating of the liabilities in question. In accordance with the new standard, such changes must be recorded in the comprehensive income statement and cannot thereafter be derecognised in profit and loss.
  • On 30 January 2014 IASB published IFRS 14 Regulatory Deferral Accounts, which is an interim standard related to the Rate-regulated activities project. IFRS 14 allows exclusively first-time adopters of IFRS to continue recognizing amounts associated with rate regulation in compliance with the accounting policies previously adopted. In order to improve comparability with entities that are already applying the IFRS standards and that do not therefore disclose these amounts, the standard requires the rate regulation effect to be presented separately from other captions;
  • On 12 December 2012 IASB issued a collection of amendments to IAS/IFRS standards Annual Improvements to IFRSs 2010–2012 Cycle. The amendments resulted in changes: (i) to IFRS 2, clarifying the definition of "vesting condition" and introducing the definitions of the service and performance conditions; (ii) to IFRS 3, clarifying that the obligations to pay a contingent consideration other than those included in the definition of equity instrument, are to be measured at fair value at each reporting date, with the changes recognized in the income statement; (iii) to IFRS 8, requiring an entity to disclose the judgments made by management in applying the aggregation criteria to

the operating segments, describing the segments that have been aggregated and the economic indicators that were assessed to determine that the aggregated segments have similar economic characteristics; (iv) to IAS 16 and IAS 38, clarifying the method of determining the carrying amount of assets, in the case of revaluation further to the application of the revaluation model; (v) to IAS 24, establishing the information to be supplied when there is a third-party entity that supplies services related to the administration of key management personnel of the reporting entity. These amendments will be effective for reporting periods starting after 1 February 2015. Early adoption is however permitted.

  • Amendments to IAS 19 Employee benefits. On 21 November 2013 IASB published an amendment to IAS 19 limited to contributions to defined benefit plans for employees. The changes are aimed at simplifying the accounting of contributions that are unrelated to years of seniority, such as contributions calculated on the basis of a fixed percentage of salary. This amendment will be effective for reporting periods starting after 1 February 2015. Early adoption is however permitted.
  • IFRS 15 Recognition of revenue from contracts with customers. On 28 May 2014 IASB and FASB jointly issued IFRS 15 designed to improve the disclosure of revenues and the global comparability of financial statements in order to harmonize the recognition of economically similar transactions. The standard is effective for IFRS users from reporting periods starting after 1 January 2017 (early adoption is permitted).
  • Amendment to IFRS 15 On 11 September 2015 IASB released an amendment whereby the application of the standard is deferred by one year, i.e. to 1 January 2018. Early adoption is however permitted.
  • Amendment to IAS 27 Separate financial statements. On 12 August 2014 IASB published an amendment to the standard that will allow entities to use the equity method to recognize investments in subsidiaries, joint ventures and associates in separate financial statements. The amendment is effective from 1 January 2016.
  • Annual improvements to IFRS 2012–2014 cycle On 15 December 2015 the European Union issued regulation 2015/2343 adopting the annual improvements to IFRS 2012- 2014 cycle, which was issued by the IASB on 25 September 2014 and relates to a number of amendments to the IAS/IFRS. The aim of the annual improvements is to address necessary matters related to inconsistencies found in IFRSs or for clarifications of terminology, which are not of an urgent nature but which reflect issues discussed by the IASB during the project cycle. Among the amended standards, IFRS 5, in relation to which a clarification has been introduced concerning cases in which the method of disposal of an asset is changed from held for sale to held for distribution; IFRS 7, with a clarification to establish if and when a residual involvement in a transferred financial asset exists in the presence of an associated service contract, thus determining the required level of disclosure; IAS 19, which clarifies that the currency of securities used as a benchmark to estimate the discount rate, must be the same as the currency in which the benefits will be paid; and IAS 34 in which the meaning of "elsewhere" is clarified for the inclusion of information by cross-reference.
  • Amendments to IFRS 10, IFRS 12 and IAS 28 Investment entities: applying the consolidation exception. On 18 December 2014 IASB published the amendments in question concerning the problems deriving from application of the consolidation exception granted to investment entities. The first application date introduced by IASB is for annual periods beginning on or after 1 January 2016. Early application is permitted.
  • Amendments to IAS 1: Presentation of financial statements disclosure initiative On 18 December 2015 the European Union issued regulation 2015/2406 adopting the

amendments that seek to improve the effectiveness of disclosures and encourage companies to use professional judgment when determining the information to be reported in the financial statements pursuant to IAS 1. The amendments will be applicable to financial periods starting on or after 1 January 2016.

  • Amendments to IFRS 10 and IAS 28: sale or contribution of assets between an investor and its associate or joint venture.- On 11 September 2014 IASB published the amendments in question, which are designed to remove the conflict between the requirements of IAS 28 and those of IFRS 10 and clarify that in a transaction that involves an associate or a joint venture the extent to which it is possible to recognize a profit or a loss depends on whether the asset subject to sale or contribution is a business. In December 2015 the IASB issued an amendment that defers the entry into force of these amendments for an indefinite period.
  • Amendments to IAS 16 and IAS 41: agriculture bearer plants On 23 November 2015 the European Union issued regulation 2015/2113 adopting these amendments. The amendments, which do not concern the Interpump Group, will be applicable to financial periods starting on or after 1 January 2016.
  • Amendments to IFRS 11: accounting for acquisitions of interests in joint operations On 24 November 2015 the European Union issued regulation 2015/2173 adopting these amendments, which provide guidance on the accounting for acquisitions of interests in joint operations that comprise a business activity. The amendments apply to financial periods starting on or after 1 January 2016.
  • Amendments to IAS 16 and IAS 38: property, plant and equipment and intangible assets – On 2 December 2015 the European Union issued regulation 2015/2231 specifying that a method of depreciation based on the revenues generated by the asset is inappropriate because it reflects solely the revenue flow generated by the asset and does not reflect the methods of consumption of the prospective future economic benefits embodied in the asset. The amendments apply, at the latest, to financial periods starting on or after 1 January 2016. It is deemed that adoption of the standard will have no significant effects on the Group's financial statements.
  • Amendments to IAS 1: presentation of financial statements disclosure initiative On 18 December 2015 the European Union issued regulation 2015/2406 adopting these amendments that seek to improve the effectiveness of disclosures and encourage companies to use professional judgment when determining the information to be reported in the financial statements pursuant to IAS 1. The amendments apply, at the latest, to financial periods starting on or after 1 January 2016.

At today's date the competent bodies of the European Union have completed the approval process related to the new standards and amendments applicable to financial statements starting as from 1 January 2016, while the approval process required for adoption of the other standards and amendments is still under way. On the basis of analysis currently in progress no significant impacts are predicted from the 2016 adoption of the applicable new standards and amendments.

Notes to the consolidated Financial Statements at 31 December 2015

Page
1. Consolidation basis and goodwill 45
2. Sector information 47
3. Acquisition of investments 54
4. Inventories and detail of changes in the Inventories allowance 58
5. Property, plant and equipment 58
6. Shareholders' equity 58
7. Financial income and charges 59
8. Earnings per share 60
9. Transactions with related parties 61
10. Disputes, Potential Liabilities and Potential Assets 63

1. Consolidation basis and goodwill

At 31 December 2015 the scope of consolidation includes the Parent company (which is included in the Water Jetting Sector) and the following subsidiaries:

Share %
Company Head office Sector capital
€/000
stake
at 31/12/15
Bertoli S.r.l. S.Polo di Torrile (PR) Water 50 100.00%
General Pump Inc. Minneapolis (USA) Water 1,854 100.00%
Hammelmann GmbH Oelde (Germany) Water 25 100.00%
Hammelmann Australia Pty Ltd (1) Melbourne (Australia) Water 472 100.00%
Hammelmann Corporation Inc (1) Miamisburg (USA) Water 39 100.00%
Hammelmann S. L. (1) Zaragoza (Spain) Water 500 100.00%
Hammelmann Pumps Systems Co Ltd (1) Tianjin (China) Water 871 90.00%
Hammelmann Bombas e Sistemas Ltda (1) San Paolo (Brazil) Water 739 100.00%
Inoxihp S.r.l. Nova Milanese (MI) Water 119 52.72%
NLB Corporation Inc. Detroit (USA) Water 12 100.00%
SIT S.p.A. S.Ilario d'Enza (RE) Water 105 65.00%
Interpump Hydraulics S.p.A. Calderara di Reno (BO) Hydr. 2,632 100.00%
HS Penta S.p.A (2) Faenza (RA) Hydr. 4,244 100.00%
HS Penta Africa Pty Ltd (9) Johannesburg (South Africa) Hydr. - 100.00%
Hypress Africa Pty Ltd (9) Boksburg (South Africa) Hydr. 796 100.00%
Interpump Hydraulics Middle East FZCO (2) and (9) Dubai (UAE) Hydr. 326 100.00%
Oleodinamica Panni S.r.l. (2) Tezze sul Brenta (VI) Hydr. 2,000 100.00%
Contarini Leopoldo S.r.l. (2) Lugo (RA) Hydr. 47 100.00%
Unidro S.a.r.l. (3) Barby (France) Hydr. 8 100.00%
Copa Hydrosystem Odd (3) Troyan (Bulgaria) Hydr. 3 95.00%
AVI S.r.l. (2) Varedo (MB) Hydr. 10 100.00%
Hydrocar Chile S.A. (2) Santiago (Chile) Hydr. 129 90.00%
Hydroven S.r.l. (2) Tezze sul Brenta (VI) Hydr. 200 100.00%
Interpump Hydraulics France S.a.r.l. (2) Ennery (France) Hydr. 76 99.77%
Interpump Hydraulics India Private Ltd (2) Hosur (India) Hydr. 682 100.00%
Interpump Hydraulics Brasil Ltda (2) Caxia do Sul (Brazil) Hydr. 12,899 100.00%
Muncie Power Prod. Inc. (2) Muncie (USA) Hydr. 784 100.00%
American Mobile Power Inc. (4) Fairmount (USA) Hydr. 3,410 80.00%
Wuxi Interpump Weifu Hydraulics Company Ltd (2) Wuxi (China) Hydr. 2,095 65.00%
Hydrocontrol S.p.A. (2) Osteria Grande (BO) Hydr. 1,350 100.00%
Hydrocontrol Inc. (5) Minneapolis (USA) Hydr. 763 100.00%
HC Hydraulics Technologies(P) Ltd (5) Bangalore (India) Hydr. 4,120 100.00%
Aperlai HK Ltd (5) Hong Kong Hydr. 77 100.00%
HTIL (6) Hong Kong Hydr. 98 85.00%
Guangzhou Bushi Hydraulic Technology Ltd (7) Guangzhou (China) Hydr. 3,720 100.00%
Galtech Canada Inc. (5) Terrebonne, Quebec (Canada) Hydr. 76 100.00%
IMM Hydraulics S.p.A. (2) Atessa (Switzerland) Hydr. 520 100.00%
Hypress S.r.l. (8) Atessa (Switzerland) Hydr. 50 100.00%
IMM Hydraulics Ltd (8) Halesowen (UK) Hydr. 1 100.00%
Hypress Hydraulik GmbH (8) Meinerzhagen (Germany) Hydr. 52 100.00%
Hypress France S.a.r.l. (8) Strasbourg (France) Hydr. 3,616 100.00%
IMM Hydro Est (8) Catcau Cluj Napoca (Romania) Hydr. 3,155 100.00%
Dyna Flux S.r.l. (8) Bolzaneto (GE) Hydr. 40 51.00%
Share %
capital stake
Company Head office Sector €/000 at 31/12/15
Walvoil S.p.A. Reggio Emilia Hydr. 5,000 100.00%
Walvoil Fluid Power Corp. (10) Tulsa (USA) Hydr. 41 100.00%
Walvoil Fluid Power Shanghai Co. Ltd (10) Shanghai (China) Hydr. 1,872 100.00%
Walvoil Fluid Power Pvt Ltd (10) Bangalore (India) Hydr. 683 100.00%
Walvoil Fluid Power Korea (10) Pyeongtaek (South Korea) Hydr. 453 100.00%
Walvoil Fluid Power France S.a.r.l. (10) Vritz (France) Hydr. 10 100.00%
Walvoil Fluid Power Australasia (10) Melbourne (Australia) Hydr. 7 100.00%
Teknova S.r.l. (in liquidation) Reggio Emilia Other 28 100.00%
(1) = controlled by Hammelmann GmbH (6) = controlled by Aperlai HK Ltd
(2) = controlled by Interpump Hydraulics S.p.A. (7) = controlled by HTIL
(3) = controlled by Contarini Leopoldo S.r.l. (8) = controlled by IMM Hydraulics S.p.A.
(4) = controlled by Muncie Power Inc. (9) = controlled by HS Penta S.p.A.
(5) = controlled by Hydrocontrol S.p.A.
(10) = controlled by Walvoil S.p.A.
The other companies are controlled directly by Interpump Group S.p.A.

The Walvoil Group, Inoxihp, Bertoli and Osper (merged into Interpump Hydraulics Brasil together with Takarada, Walvoil Fluid Power do Brasil and Interpump Hydraulics do Brasil) have been consolidated for the first time.

Despite their modest size, in consideration of development plans for the coming years also Hammelmann Bombas e Sistemas Ltda and Interpump Hydraulics Middle East FZCO were consolidated line-by-line for the first time. The effect on 2015 is not significant.

The minority shareholders of American Mobile Power are obliged to sell their holdings (and Muncie is obliged to purchase them) in April 2016 at a price to be determined on the basis of the company's results as reported in the last two financial statements for the years closed prior to that date. The minority shareholder of Inoxihp S.r.l. is entitled to dispose of its holdings starting from the approval of the 2025 financial statements up to the 2035 financial statements, on the basis of the average results of the company in the last two financial statements for the years ended before the exercise of the option.

In compliance with the requirements of IFRS 10 and IFRS 3, American Mobile Power and Inoxihp have been consolidated in full, recording a payable representing an estimate of the present value of the exercise price of the options determined with reference to actual data for American Mobile Power and a business plan for Inoxihp. Any changes in the payable representing the present value of the exercise price that occur within 12 months of the date of acquisition, as a result of additional or better information, will be recorded as an adjustment of goodwill, while any changes after 12 months from the date of acquisition will be recognized in the income statement.

The changes in goodwill in 2015 were as follows:

Company: Balance at
31/12/2014
Increases
(Decreases)
in the year
Changes due to
foreign exchange
differences
Balance at
31/12/2015
Water Jetting Sector 130,456 24,512 4,290 159,258
Hydraulic Sector 148,917 39,035 178 188,130
Total goodwill 279,373 63,547 4,468 347,388

The increases in 2015 refer to:

  • €37,896k for the Walvoil Group acquisition (Hydraulic Sector);
  • €21,963k for the acquisition of Inoxihp (Water Jetting Sector), inclusive of the debt for the associated put options;
  • €2,549k for the acquisition of Bertoli (Water Jetting Sector);
  • €1,418k for the acquisition of Osper (Hydraulic Sector).

The decreases are referred to recalculation of the debt for adjustment of the acquisition of minority stakes in Interpump Hydraulics International (Hydraulic Sector) in the amount of €279k.

2. Business sector information

Business sector information is supplied with reference to the operating sectors. We also present the information required by IFRS by geographical area. The information provided about business sectors reflects the Group's internal reporting structure.

The values of components or products transferred between sectors are the effective sales price between Group companies, which correspond to the selling prices to the best customers.

Sector information includes directly attributable costs and costs allocated on the basis of reasonable estimates. The holding costs, i.e. remuneration of directors and statutory auditors of the parent company and the cost of the Group's financial management, control and internal auditing functions, as well as consultancy costs and other related costs have been booked to the sectors on the basis of sales.

Business sectors

The Group is composed of the following business sectors:

Water Jetting Sector. This sector is mainly composed of high and very high pressure pumps and pumping systems used in a wide range of industrial sectors for the conveyance of fluids. High pressure plunger pumps are the main component of professional high pressure cleaners. These pumps are also employed for a broad range of industrial applications including car wash installations, forced lubrication systems for machine tools, and inverse osmosis systems for seawater desalination plants. Very high pressure pumps and systems are used for cleaning surfaces, ship hulls, various types of hoses, and also for removing machining burr, cutting and removing cement, asphalt, and paint coatings from stone, cement and metal surfaces, and for cutting solid materials. The Sector also include high pressure homogenizers with piston pumps that are mainly used by the food processing industry, but also in the chemicals and cosmetics sector.

Hydraulic Sector. Includes the production and sale of power take-offs, hydraulic cylinders, pumps, valves and directional controls, hydraulic lines and fittings and other hydraulic components. Power take-offs are mechanical devices designed to transmit drive from an industrial vehicle engine or transmission to power a range of ancillary services through hydraulic components. These products, combined with other hydraulic components (spool valves, controls, etc.) allow the execution of special functions such as lifting tipping bodies, operating truck-mounted cranes, operating mixer truck drums, and so forth. Hydraulic cylinders are components of the hydraulic system of various vehicle types employed in a wide range of applications depending on the type. Front-end and underbody cylinders (single acting) are fitted mainly on industrial vehicles in the building construction sector, while double acting cylinders, valves and directional controls are employed in a range of applications: earthmoving machinery, agricultural machinery, cranes and truck cranes, waste compactors, etc. The hydraulic hoses and fittings are designed for use in a broad range of hydraulic systems and also for very high pressure water systems.

Until 30 September 2015, Interpump Engineering and Teknova were included in the Other Sector. Following the absorption of Interpump Engineering by Interpump Group S.p.A. with effect from 1 November 2015, the amounts relating to Interpump Engineering have been classified in the Water Jetting Sector for the entire year, not least in view of their low materiality.

Interpump Group business sector information

(Amounts shown in €/000)

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6
4
4
4,
9
6
0
(
3
4
0
)
(
1
0
3
)
(
1
4,
0
0
0
)
(
8,
5
0
0
)
1
1
6,
9
8
9
5
7,
7
4
2
Du
e t
o:
's s
ha
ho
l
der
Pa
t c
ren
om
re
s
1,
5
3
7
7
2
0,
3
2
6
5
1
2
9,
4
4,
0
9
(
3
4
0
)
(
1
0
3
)
(
1
4,
0
0
0
)
(
8,
5
0
0
)
1
16
3
2
5
3
6,
9
p
any
Su
bs
i
d
iar
ies
' m
ino
ity
ha
ho
l
der
r
s
re
s
5
2
8
7
5
3
5
1
3
7
5
2
,
6
6
6
8
0
Co
i
f
it
for
l
da
te
d p
t
he
ns
o
ro
ea
r
y
2,
0
6
5
7
2
1,
3
8
5
9
5
9,
2
6
3
4
4,
9
6
-
(
3
4
0
)
-
(
1
0
3
)
-
(
1
4,
0
0
0
)
-
(
8,
5
0
0
)
7
1
1
6,
9
8
6
5
4
7,
7
4 0 9 2
Fu
he
in
for
ion
ire
d
by
I
F
R
S
8
rt
t
r
ma
re
q
u
Am
iza
ion
dep
iat
ion
d w
ite
-do
ort
t
rec
an
r
wn
s
,
2
8,
6
3
5
1
8,
9
0
5
1
3,
2
5
1
1
1,
1
7
2
- 8 - - 4
1,
8
8
6
3
0,
0
8
5
Ot
he
eta
sts
r n
on
-m
on
ry
co
2,
4
1
8
2,
4
1
6
2,
9
8
6
3,
2
5
0
- - - - 5,
4
0
4
5,
8
9
1

Interpump Group business sector information

(Amounts shown in €/000)

Q 4
dr.
Hy
W
ate
r
Ot
he
r
l
im
ina
E
ion
ies
t
tr
en
Int
erp
Gr
um
p
ou
p
2
0
1
5
2
0
1
4
2
0
1
5
2
0
1
4
2
0
1
5
2
0
1
4
2
0
1
5
2
0
1
4
2
0
1
5
2
0
1
4
Ne
les
l to
he
Gr
t s
ter
t
a
ex
na
ou
p
1
3
0,
2
5
1
9
4,
7
4
8
8
2,
7
9
9
7,
1
8
6
6
- - - 2
1
3,
0
5
0
16
1,
9
3
4
Sa
les
be
tw
cto
een
se
rs
8
0
2
4
4
8
0
2
9
9
- 2,
1
1
8
(
5
0
)
6
(
2,
4
4
1
)
- -
To
l n
les
ta
et
sa
1
3
0,
3
3
1
9
4,
7
7
2
8
3,
2
7
9
6
7,
4
8
5
2,
1
1
8
(
5
6
0
)
(
2,
4
4
1
)
2
1
3,
0
5
0
1
6
1,
9
3
4
Co
f p
du
l
d
st o
cts
ro
so
(
9
2,
3
5
1
)
(
6
5,
8
7
3
)
(
4
9,
2
2
9
)
(
3
8,
0
7
0
)
- (
1,
7
2
3
)
5
3
5
2,
0
3
1
(
1
4
1,
0
4
5
)
(
1
0
3,
6
3
5
)
Gr
in
ia
in
du
str
l m
oss
ar
g
3
9
8
0
7,
2
8,
8
9
9
3
4,
0
5
0
2
9,
4
1
5
- 3
9
5
(
2
5
)
(
4
1
0
)
2,
0
0
5
7
5
8,
2
9
9
%
les
t sa
on
ne
2
9.
1
%
3
0.
%
5
4
0.
9
%
4
3.
6
%
- n.s 3
3.
8
%
3
6.
0
%
Ot
he
et
r n
rev
enu
es
2,
3
8
4
3,
3
1
9
1,
2
5
8
4
1
9
- 1 (
2
3
)
(
8
)
9
3,
1
6
9
4,
1
2
7
D
ist
i
bu
ion
t
sts
r
co
(
1
2,
2
0
0
)
(
9,
7
0
9
)
(
9,
3
76
)
(
7,
9
1
3
)
- - - 5 (
2
1,
5
76
)
(
1
7,
6
1
7
)
Ge
l a
d a
dm
in
ist
ive
rat
ne
ra
n
ex
p
en
ses
(
16
3
8
2
)
,
(
1
2,
8
5
5
)
(
1
0,
0
1
2
)
(
8,
8
9
5
)
(
1
0
)
(
3
5
2
)
4
8
4
9
4
(
26
3
5
)
6
,
(
2
1,
0
8
)
6
Ot
he
ing
t
sts
r o
p
era
co
(
1,
1
4
4
)
(
7
7
4
)
(
4
8
5
)
(
1,
1
4
2
)
- - - - (
1,
2
9
)
6
(
1,
9
16
)
Or
d
ina
f
it
be
for
f
ina
ia
l e
ry
p
ro
e
nc
xp
en
ses
1
0,
6
3
8
8,
8
8
0
1
5,
4
3
5
1
2,
4
0
6
(
1
0
)
4
4
- - 2
6,
0
6
3
2
1,
3
3
0
%
les
t sa
on
ne
8.
2
%
9.
4
%
1
8.
5
%
1
8.
4
%
n.s n.s 1
2.
2
%
1
3.
2
%
F
ina
ia
l
inc
nc
om
e
2,
0
5
0
8
6
6
1,
0
4
3
1,
7
7
2
- - (
5
5
1
)
(
5
4
8
)
2,
5
4
2
2,
0
9
0
50
F
ina
ia
l e
nc
xp
en
ses
(
2,
76
2
)
(
7,
9
3
9
)
(
1,
3
6
8
)
(
2,
1
1
5
)
(
1
)
(
3
)
5
5
1
5
4
8
(
3,
5
8
0
)
(
9,
5
0
9
)
A
d
j
f
inv
ust
nt
est
nts
me
o
me
ie
d a
t e
6
6
2
7
9
3 3 6
9
3
1
ity
c
arr
q
u
Pr
f
it
for
he
io
d
be
for
t
e t
(
)
8
6
0
0
8
6
(
)
1
1
0
7
6
1
0
9
-
1
1
-
4
- - (
)
2
9
5
5
1
2
2
o
p
er
ax
es
9, 2, 5, 2,
9
(
)
1 - - 4,
6
4,
6
Inc
e t
om
axe
s
(
4,
6
7
9
)
(
2,
7
8
9
)
(
4,
6
3
6
)
(
3,
7
4
9
)
5 (
3
6
)
- - (
9,
3
1
0
)
5
(
6,
7
4
)
Co
l
i
da
d p
f
it
for
he
io
d
te
t
ns
o
ro
p
er
5,
1
8
1
(
7
0
3
)
1
0,
4
7
1
8,
3
5
0
(
6
)
5 - - 1
5,
6
4
6
7,
6
5
2
Du
e t
o:
Pa
's s
ha
ho
l
der
t c
ren
om
p
any
re
s
4,
9
3
9
(
8
3
0
)
1
0,
4
2
5
8,
3
8
5
(
6
)
5 - - 1
5,
3
5
8
7,
5
6
0
Su
bs
i
d
iar
ies
' m
ino
ity
ha
ho
l
der
r
s
re
s
2
4
2
1
2
7
46 (
3
5
)
- - - - 2
8
8
9
2
Co
l
i
da
d p
f
it
for
he
io
d
te
t
ns
o
ro
p
er
5,
1
8
1
(
7
0
3
)
1
0,
4
7
1
8,
3
5
0
(
6
)
5 - - 1
5,
6
4
6
7,
6
5
2
Fu
he
in
for
ion
ire
d
by
I
F
R
S
8
rt
t
r
ma
re
q
u
Am
iza
ion
dep
iat
ion
d w
ite
-do
ort
t
rec
an
r
wn
s
,
8,
7
1
8
4,
9
8
1
3,
46
5
3,
5
0
6
- 3 - - 1
2,
1
8
3
8,
4
9
0
Ot
he
eta
sts
r n
on
-m
on
ry
co
4
1
0
4
5
7
8
0
9
1,
0
5
7
- - - - 1,
3
0
0
1,
8
2
0

Financial position

(Amounts shown in €/000)

dr.
Hy
W
ate
r
he
l
im
Ot
E
r
ina
ion
ies
Int
t
tr
en
Gr
erp
um
p
ou
p
be
3
1
De
cem
r
be
3
1
De
cem
r
be
3
1
De
cem
r
be
3
1
De
cem
r
be
3
1
De
cem
r
be
3
1
De
cem
r
be
3
1
De
cem
r
be
3
1
De
cem
r
be
3
1
De
cem
r
be
3
1
De
cem
r
2
0
1
5
2
0
1
4
2
0
1
5
2
0
1
4
2
0
1
5
2
0
1
4
2
0
1
5
2
0
1
4
2
0
1
5
2
0
1
4
As
by
set
cto
s
se
r
7
2
7,
3
8
2
5
2
2,
5
0
0
5
6
7,
2
7
0
4
5
2,
7
1
9
5
7
7
1,
7
3
9
(
1
5
7,
3
3
9
)
(
1
0
1,
5
6
9
)
1,
1
3
7,
8
9
0
8
7
5,
3
8
9
As
he
l
d
for
le
set
s
sa
- 6
1
5
- - - - - - - 6
1
5
Su
bto
l o
f a
f t
he
(
A
)
ta
ts
cto
sse
o
se
r
7
2
7,
3
8
2
5
2
3,
1
1
5
5
6
7,
2
7
0
4
5
2,
7
1
9
5
7
7
1,
7
3
9
(
1
5
7,
3
3
9
)
(
1
0
1,
5
6
9
)
1,
1
3
7,
8
9
0
8
7
6,
0
0
4
Ca
h a
d c
h e
iva
len
ts
s
n
as
q
u
1
3
5,
1
3
0
8
7,
1
5
9
To
ta
l a
ts
sse
1,
2
3,
0
2
0
7
9
6
3,
1
6
3
L
ia
b
i
l
it
ies
f t
he
cto
o
se
r
3
1
1,
7
1
8
2
1
4,
2
1
3
8
3,
4
0
0
6
8,
7
7
8
5
9
7
1,
8
2
5
(
1
5
7,
3
3
9
)
(
1
0
1,
5
6
9
)
2
3
8,
3
7
6
1
8
3,
2
4
7
L
ia
b
i
l
it
ies
he
l
d
for
le
sa
- 1
6
3
- - - - - - - 1
6
3
Su
bto
l o
f
l
ia
b
i
l
it
ies
f t
he
(
B
)
ta
cto
o
se
r
3
1
1,
7
1
8
2
1
4,
3
7
6
8
3,
4
0
0
6
8,
7
7
8
5
9
7
1,
8
2
5
(
1
5
7,
3
3
9
)
(
1
0
1,
5
6
9
)
2
3
8,
3
7
6
1
8
3,
4
1
0
De
bts
for
he
f
inv
t
nt
est
nts
p
ay
me
o
me
2
3,
2
0
9
7
4,
0
7
5
b
les
ba
ks
Pa
to
a
n
y
5,
3
5
7
2
0
7,
7
7
be
ing
f
ina
ia
l p
b
les
Int
st-
ere
ar
nc
ay
a
3
8
4,
3
8
2
2
1
1,
3
5
8
To
l
l
ia
b
i
l
it
ies
ta
6
5
1,
7
0
2
4
9
6,
6
1
3
51
(
A-
)
To
l a
B
ta
ts,
t
sse
ne
4
1
5,
6
6
4
3
0
8,
7
3
9
4
8
3,
8
7
0
3
8
3,
9
4
1
(
)
2
0
(
)
8
6
- - 8
9
9,
5
1
4
6
9
2,
5
9
4
Fu
he
in
for
ion
ire
d
by
I
F
R
S
8
rt
t
r
ma
re
q
u
ie
d a
Inv
est
nts
t
me
ca
rr
ie
d a
ity
t e
c
arr
q
u
1
0
6
76 2
8
3
46
3
- - - - 3
8
9
5
3
9
No
he
ha
ent
set
t
r t
n-c
urr
as
s o
n
f
ina
ia
l a
d
de
fer
d t
ts
ets
nc
sse
an
re
ax
ass
4
1
5,
2
2
5
3
0
0,
0
6
0
2
5
4,
5
6
5
2
1
5,
9
5
0
- 1
7
5
- - 6
6
9,
7
9
0
5
16
1
8
5
,

The full year and Q4 comparison of the Sector on a like for like basis is as follows:

Hydraulic Sector Year Q4
(amounts shown in €/000) 2015 2014 2015 2014
Net sales external to the Group 415,920 396,204 97,077 94,748
Sales between sectors 235 187 80 24
Total net sales 416,155 396,391 97,157 94,772
Cost of products sold (278,755) (267,173) (66,367) (65,873)
Gross industrial margin 137,400 129,218 30,790 28,899
% on net sales 33.0% 32.6% 31.7% 30.5%
Other net revenues 8,373 9,446 2,308 3,319
Distribution costs (39,301) (38,226) (9,941) (9,709)
General and administrative expenses (51,892) (48,802) (12,692) (12,855)
Other operating costs (2,828) (2,169) (981) (774)
Ordinary profit before financial expenses
% on net sales
51,752
12.4%
49,467
12.5%
9,484
9.8%
8,880
9.4%
Financial income 37,936 4,562 1,525 866
Financial expenses
Adjustment of investments
(7,836) (15,391) (1,972) (7,939)
carried at equity (253) 92 (66) 279
Profit for the period before taxes 81,599 38,730 8,971 2,086
Income taxes (19,926) (17,345) (4,673) (2,789)
Consolidated profit for the period 61,673 21,385 4,298 (703)
Due to:
Parent company's shareholders 61,145 20,632 4,056 (830)
Subsidiaries' minority shareholders 528 753 242 127
Consolidated profit for the period 61,673 21,385 4,298 (703)
Water Jetting Sector Year Q4
(amounts shown in €/000) 2015 2014 2015 2014
Net sales external to the Group 316,103 275,795 77,195 67,186
Sales between sectors 1,454 1,162 454 299
Total net sales 317,557 276,957 77,649 67,485
Cost of products sold (185,254) (160,766) (46,122) (38,070)
Gross industrial margin 132,303 116,191 31,527 29,415
% on net sales 41.7% 42.0% 40.6% 43.6%
Other net revenues 3,374 3,385 1,107 941
Distribution costs (34,145) (29,856) (8,773) (7,913)
General and administrative expenses
Other operating costs
(36,445)
(609)
(32,001)
(2,850)
(9,230)
(413)
(8,895)
(1,142)
Ordinary profit before financial expenses 64,478 54,869 14,218 12,406
% on net sales 20.3% 19.8% 18.3% 18.4%
Financial income 4,152 5,550 1,037 1,772
Financial expenses (5,540) (6,075) (815) (2,115)
Dividends 14,000 8,500 - -
Adjustment of investments
carried at equity (9) 10 (3) 22
Profit for the period before taxes 77,081 62,854 14,437 12,085
Income taxes (20,527) (17,894) (4,256) (3,749)
Consolidated profit for the period 56,554 44,960 10,181 8,336
Due to:
Parent company's shareholders 56,415 44,907 10,136 8,371
Subsidiaries' minority shareholders 139 53 45 (35)
Consolidated profit for the period 56,554 44,960 10,181 8,336

Cash flows for the year by business sector are as follows:

€/000 Sector Sector Sector
Hydr. Water Other Total
2015 2014 2015 2014 2015 2014 2015 2014
Cash flows from:
Operating activities 58,618 43,369 55,444 28,543 (208) 146 113,854 72,058
Investing activities (52,141) (61,181) (151,298) (18,397) - 47 (203,439) (79,531)
Financing activities 25,755 19,379 132,102 (38,881) 170 (502) 158,027 (20,004)
Total 32,232 1,567 36,248 (28,735) (38) (309) 68,442 (27,477)

Hydraulic Sector investing activities in 2015 included €34,696k related to the acquisition of equity interests (€47,267k in 2014), while Water Jetting Sector investing activities included €141,531k related to the acquisition of Walvoil, Inoxihp, and Bertoli and of residual interests in existing subsidiaries (€517k for the acquisition of equity investments in 2014).

Financing activities for 2015 included net disbursals of intercompany loans from the Water Jetting Sector to the Hydraulic Sector in the amount of €57,348k (€28,646k in 2014) and from the Water Jetting Sector to the Other Revenues Sector in the amount of €170k (no amount recorded in 2014). Moreover, the cash flows of Water Jetting Sector financing activities in 2015 included outlays for the purchase of treasury shares in the amount of €32,709k (€38,299k in 2014), proceeds from the sale of treasury shares to the beneficiaries of stock options in the amount of €8,166k (€4,626k in 2014), and €60,891k related to the value of treasury stock assigned for the acquisition of equity investments (€7,026k in 2014), and the payment of dividends for €19,396k (€18,108k in 2014).

3. Acquisition of investments

Walvoil Group

The amounts are expressed in euro thousands (the exchange rates adopted for conversion of the financial statements of subsidiaries in the US, India, China, South Korea and Australia were 1,214 US dollars/1 euro, 7,536 Chinese renminbi/1 euro, 76,719 Indian rupees/1 euro, 3.221 Brazilian Real/1 euro, 1,483 AUS dollars/1 euro, and 1,324.8 South Korean Won/1 euro, corresponding to the exchange rates in force on the date of acquisition).

Carrying values
in the
Amounts Adjustments acquiring comp
€/000 acquired to fair value any
Cash and cash equivalents 3,676 - 3,676
Trade receivables 32,721 - 32,721
Inventories 42,170 - 42,170
Tax receivables 5,267 - 5,267
Other current assets 1,172 - 1,172
Property, plant and equipment 49,523 20,341 69,864
Other intangible assets 536 9,300 9,836
Financial assets 2 - 2
Non-current tax receivables 2 - 2
Deferred tax assets 4,819 - 4,819
Other non-current assets 627 - 627
Trade payables (20,975) - (20,975)
Payables to banks (8,006) - (8,006)
Financial payables to banks – loans
(current portion) (10,099) - (10,099)
Leasing payables (current portion) (1,491) - (1,491)
Derivative financial instruments (63) - (63)
Tax payables (3,592) - (3,592)
Other current liabilities (10,118) - (10,118)
Provisions for risks and charges (current portion) (150) (150)
Financial payables to banks - loans
(medium-/long-term portion) (6,341) - (6,341)
Leasing payables (medium-/long-term portion) (9,581) - (9,581)
Liabilities for employee benefits (severance indemnity
provision) (4,693) - (4,693)
Deferred tax liabilities (6,005) (9,307) (15,312)
Other non-current liabilities (254) - (254)
Net assets acquired 59,147 20,334 79,481
Goodwill related to the acquisition 37,896
Total net assets acquired 117,377
Total amount paid in treasury stock 47,038
Total amount paid in cash 70,339
Total acquisition cost (A) 117,377
Acquired net financial indebtedness (B) 31,842
Total amount paid in cash 70,339
Total change in the net financial position including
changes in debt for the acquisition of investments 102,181
Capital employed (A) + (B) 149,219

The fair value measurement of property, plant and equipment and the brand, booked under intangible fixed assets, was carried out by independent valuers.

The acquisition cost differs from the contract price due to the different valuation of the treasury shares assigned, in compliance with the requirements of international accounting standards.

Inoxihp S.r.l.

Carrying values
in the
Amounts Adjustments acquiring comp
€/000 acquired to fair value any
Cash and cash equivalents 1,843 1,843
Trade receivables 3,313 - 3,313
Inventories 2,536 - 2,536
Tax receivables 837 - 837
Other current assets 24 - 24
Property, plant and equipment 643 - 643
Other intangible assets 23 1,825 1,848
Deferred tax assets 269 - 269
Other non-current assets 49 - 49
Trade payables (2,670) - (2,670)
Payables to banks (34) - (34)
Financial payables to banks – loans
(current portion) (674) - (674)
Tax payables (1,416) - (1,416)
Other current liabilities (484) - (484)
Financial payables to banks - loans
(medium-/long-term portion) (789) - (789)
Liabilities for employee benefits (severance indemnity
provision) (326) - (326)
Deferred tax liabilities - (573) (573)
Net assets acquired 3,114 1,252 4,396
Goodwill related to the acquisition 21,963
Total net assets acquired 26,359
Total amount paid in treasury stock 2,139
Total amount paid in cash 6,471
Amount due in medium/long-term 17,749
Total acquisition cost (A) 26,359
Net financial indebtedness (cash) (e)
acquired (e) (B)
(346)
Total amount paid in cash 6,471
Payable for commitment to acquire minority interests 17,749
Total change in the net financial position including
changes in debt for the acquisition of investments 23,874
Capital employed (A) + (B) 26,013

The value of the trade mark was measured by means of an internal appraisal. Fixed assets do not include any other significant valuation surpluses.

The acquisition cost differs from the contract price due to the different valuation of the treasury shares assigned, in compliance with the requirements of international accounting standards.

Bertoli S.r.l.

Carrying values
in the
Amounts Adjustments acquiring comp
€/000 acquired to fair value any
Cash and cash equivalents 1,724 - 1,724
Trade receivables 3,207 - 3,207
Inventories 3,742 - 3,742
Tax receivables 178 - 178
Other current assets 103 - 103
Property, plant and equipment 1,663 - 1,663
Other intangible assets 45 - 45
Other financial assets 22 22
Deferred tax assets 305 - 305
Other non-current assets 12 - 12
Trade payables (2,574) - (2,574)
Financial payables to banks – loans
(current portion) (212) - (212)
Leasing payables (current portion) (281) - (281)
Tax payables (540) - (540)
Other current liabilities (1,003) - (1,003)
Provisions for risks and charges (current portion) (118) - (118)
Leasing payables (medium-/long-term portion) (428) - (428)
Liabilities for employee benefits (severance indemnity
provision) (915) - (915)
Deferred tax liabilities (178) - (178)
Net assets acquired 4,752 - 4,752
Goodwill related to the acquisition 2,549
Total net assets acquired 7,301
Total amount paid in cash 7,301
Total acquisition cost (A) 7,301
Net financial indebtedness (cash) (e)
acquired (e) (B) (803)
Total amount paid in cash 7,301
Total change in net financial position 6,498
6Capital employed (A) + (B) 6,498

Osper

The amounts are shown in euro/thousands (the exchange rate used for translation of the financial statements is BRL 4,0171 / 1 euro, corresponding to the exchange rate in force on the day of the acquisition).

Carrying values
in the
Amounts Adjustments acquiring comp
€/000 acquired to fair value any
Cash and cash equivalents 22 - 22
Trade receivables 408 - 408
Inventories 364 - 364
Tax receivables 24 - 24
Other current assets 75 - 75
Property, plant and equipment 1,244 452 1,696
Other intangible assets 3 618 621
Other financial assets 15 15
Trade payables (344) - (344)
Financial payables to banks – loans
(current portion) (10) - (10)
Tax payables (21) - (21)
Other current liabilities (215) - (215)
Net assets acquired 1,565 1,070 2,635
Goodwill related to the acquisition 1,418
Total net assets acquired 4,053
Total amount paid in cash 2,614
Total discounted amount due in medium/long-term 1,439
Total acquisition cost (A) 4,053
Net financial indebtedness (cash) (e)
acquired (e) (B)
(12)
Total amount paid in cash 2,614
Debt discounted for extended payment of equity investments 1,439
Total change in net financial position 4,041
Capital employed (A) + (B) 4,041

The fair value measurement of property, plant and equipment and the brand, booked under intangible fixed assets, was carried out by independent valuers.

4. Inventories and breakdown of changes in the Allowance for inventories

31/12/2015 31/12/2014
€/000 €/000
Inventories gross value 265,791 200,399
Allowance for inventories (27,154) (17,936)
Inventories 238,637 182,463

Changes in the allowance for inventories were as follows:

2015
€/000
2014
€/000
Opening balances 17,936 15,238
Exchange rate difference 655 558
Change to consolidation basis 8,601 627
Provisions for the year 2,439 2,513
Utilizations in the period due to surpluses - -
Utilizations in the year due to losses (2,477) (1,000)
Closing balance 27,154 17,936

5. Property, plant and equipment

Purchases and disposals

In 2015 Interpump Group acquired assets for €112,372k, of which €73,938k through the acquisition of equity investments (€81,183k in 2014, of which €39,775k through the acquisition of equity investments). Assets were disposed of in 2015 for a net book value of €/000 5,703 (€/000 3,685 in 2014). Divested assets produced a net capital gain of €/000 3,076 (€/000 1,519 in 2014).

Contractual commitments

At 31 December 2015 the Group had contractual commitments for the purchase of tangible assets in the amount of €3,509k (€287k at 31 December 2014).

6. Shareholders' equity

Share capital

The share capital is composed of 108,879,294 ordinary shares with a unit face value of 0.52 euro for a total amount of €56,617,232.88. Conversely, share capital recorded in the financial statements amounts to €56,032k because the nominal value of purchased treasury shares, net of divested treasury stock, was deducted from the share capital in compliance with the reference accounting standards. At 31 December 2015 Interpump Group S.p.A. held 1,125,912 shares in the portfolio, corresponding to 1.03% of the capital stock, acquired at an average unit cost of 11.6443 euro.

Treasury stock purchased

The amount of treasury stock held by Interpump Group S.p.A. is recorded in an equity provision. The Group acquired 2,542,395 treasury shares in 2015 for €/32,709k at an average price of €12.8654 (the Group purchased 3,819,682 treasury shares in 2014 for €38,299k).

Treasury stock sold

In the framework of the exercise of stock options a total of 1,771,724 options were exercised, resulting in a receipt of €8,166k (926,560 options were exercised for €4,626k in 2014). In addition, 4,925,854 treasury shares were divested in 2015 to pay part of the equity investments in Walvoil and Inoxihp, and for the acquisition of the residual interests in Hydrocontrol and Unidro Contarini (715,530 treasury shares divested in 2014 for the acquisition of equity investments).

Dividends

An ordinary dividend (coupon clipping date of 11 May) of 0.18 euro per share was distributed on 13 May 2015 (0.17 euro in 2014).

7. Financial income and expenses

The analysis is as follows:

2015 2014
€/000 €/000
Financial income
Interest income from liquid funds 519 601
Interest income from other assets 70 51
Financial income to adjust debt estimate for commitment
to purchase residual stakes in subsidiaries 32,056 742
Foreign exchange gains 10,438 6,579
Earnings from valuation of derivative financial instruments 206 146
Other financial income 32 25
Total financial income 43,321 8,144
Financial expenses
Interest expense on loans 5,944 6,636
Interest expense on put options 475 3,465
Financial expenses for adjustment of estimated debt for
commitment to purchase residual stakes in subsidiaries 390 4,693
Tobin Tax 268 -
Foreign exchange losses 8,609 4,326
Losses from valuation of derivative financial instruments 77 70
Other financial charges 248 314
Total financial expenses 16,011 19,504
Total financial expenses (income), net (27,310) 11,360

The breakdown for Q4 is as follows:

2015 2014
€/000 €/000
Financial income
Interest income from liquid funds 152 170
Interest income from other assets (4) 10
Financial income to adjust debt estimate for commitment
to purchase residual stakes in subsidiaries 19 15
Foreign exchange gains 2,350 1,862
Earnings from valuation of derivative financial instruments 25 28
Other financial income - 5
Total financial income 2,542 2,090
Financial expenses
Interest expense on loans 1,411 1,444
Interest expense on put options 15 1,763
Foreign exchange losses 1,779 1,508
Financial expenses for adjustment of estimated debt for
commitments to purchase residual interests in subsidiaries 304 4,669
Losses from valuation of derivative financial instruments 4 -
Other financial charges 67 125
Total financial expenses 3,580 9,509
Total financial expenses (income), net 1,038 7,419

For the comment related to financial income to adjust the estimated debt for the commitment to acquire residual interests in subsidiaries, refer to the "Directors' remarks on performance in 2015" on page 13.

8. Earnings per share

Basic earnings per share

Earnings per share are calculated on the basis of consolidated profit for the year attributable to Parent Company shareholders, divided by the weighted average number of ordinary shares as follows:

Year (12 months) 2015 2014
Consolidated profit for the year attributable to Parent
company
shareholders (€/000)
116,322 56,936
Average number of shares in circulation 106,854,067 105,257,907
Basic earnings per share for the period (€) 1.089 0.541
Q4
Consolidated profit for the period attributable to Parent
company
shareholders (€/000)
15,358 7,560
Average number of shares in circulation 106,668,835 103,673,022
Basic earnings per share for the quarter (€) 0.144 0.073

Diluted earnings per share

Diluted earnings per share are calculated on the basis of diluted consolidated profit for the year attributable to the parent company's shareholders, divided by the weighted average number of ordinary shares in circulation adjusted by the number of potentially dilutive ordinary shares. The calculation is as follows:

Year (12 months) 2015 2014
Consolidated profit for the year attributable to Parent
company
shareholders (€/000)
116,322 56,936
Average number of shares in circulation 106,854,067 105,257,907
Number of potential shares for stock option plans (*) 1,491,735 2,006,055
Average number of shares (diluted) 108,345,802 107,263,962
Diluted earnings per share for the year (€) 1.074 0.531
Q4
Consolidated profit for the period attributable to Parent
company
shareholders (€/000)
15,358 7,560
Average number of shares in circulation 106,668,835 103,673,022
Number of potential shares for stock option plans (*) 1,489,373 2,081,406
Average number of shares (diluted) 108,158,568 105,754,428

Earnings per diluted share for the quarter (€) 0.142 0.071

(*) calculated as the number of shares assigned for in-the-money stock option plans multiplied by the ratio between the difference between the average value of the share in the period and the exercise price at the numerator, and the average value of the share in the period at the denominator.

9. Transactions with related parties

The Group has relations with unconsolidated subsidiaries and other related parties at arm's length conditions considered to be normal in the respective reference markets, taking account of the characteristics of the goods and services rendered. Transactions between Interpump Group S.p.A. and its consolidated subsidiaries, which are related parties of the company, were eliminated in the interim consolidated financial statements and are not described in these notes.

The effects on the Group's consolidated income statements for 2015 and 2014 are shown below:

2015
Non %
consolidated Other Total incidence
Total subsidiaries Associates related related on
(€/000) Total parties parties financial
statements
caption
Net sales 894,928 1,893 - 1,710 3,603 0.4%
Cost of products sold 577.3710 447 - 17,888 18,335 3.2%
Other revenues 13,133 18 - - 18 0.1%
Distribution costs 84,321 38 - 1,284 1,322 1.6%
General and admin.
expenses 105,670 - - 923 923 0.9%
Financial income 43,321 7 - - 7 -
Financial expenses 16,011 - - 2 2 -
2014
Non Other Total % incidence
Consolidated consolidated Associates related related on financial
(€/000) Total subsidiaries parties parties statement
caption
Net sales 671,999 4,702 - 2,657 7,359 1.1%
Cost of products 426,585 403 - 18,103 18,506 4.3%
sold
Other revenues 12,563 3 - 2 5 0.0%
Distribution costs 68,074 210 - 1,429 1,639 2.4%
General
and
admin. 80,517 - - 768 768 1.0%
expenses
Financial income 8,143 9 - - 9 0.1%
Financial expenses 19,504 - - 8 8 0.0%

The effects on the consolidated statement of financial position at 31 December 2015 and 2014 are described below:

31 December 2015
Non %
consolidated Other Total incidence
Total subsidiaries Associates related related on
(€/000) Total parties parties financial
statements
caption
Trade receivables 178,799 1,774 - 429 2,203 1.2%
Other current assets 7,807 4 - - 4 0.1%
Other financial assets 1,025 218 - - 218 21.3%
Trade payables 94,093 36 - 1,744 1,780 1.9%
Interest-bearing
financial payables
(current portion) 83,833 - - 7 7 -
31 December 2014
Non %
consolidated
Other Total incidence
Total subsidiaries Associates related related on
(€/000) Total parties parties financial
statements
caption
Trade receivables 135,634 3,915 - 392 4,307 3.2%
Other current assets 6,856 5 - - 5 0.1%
Other financial assets 1,740 340 - - 340 19.5%
Trade payables 80,273 101 - 3,049 3,150 3.9%
Interest-bearing
financial payables
(current portion)
64,298 - 409 409 0.6%

Relations with non-consolidated subsidiaries

Relations with non-consolidated subsidiaries are as follows:

(€/000) Receivables Revenues
31/12/2015 31/12/2014 2015 2014
Interpump Hydraulics Middle East* - 2,464 - 3,103
Interpump Hydraulics (UK) 963 780 704 591
Interpump Hydraulics Perù 724 - 730 -
General Pump China Inc. 91 245 477 656
Hammelmann Bombas e Sistemas Ltda* - 431 - 355
Total subsidiaries 1,778 3,920 1,911 4,705

* = fully consolidated at 31 December 2015

(€/000) Payables Costs
31/12/2015 31/12/2014 2015 2014
General Pump China Inc. 36 44 485 454
Interpump Hydraulics Middle East* - 2 - 2
Hammelmann Bombas e Sistemas Ltda* - 55 - 157
Total subsidiaries 36 101 485 613
(€/000) Loans Financial income
31/12/2015 31/12/2014 2015 2014
Interpump Hydraulics (UK) 218 205 7 7
Interpump Hydraulics Middle East* - 105 - 2

Hammelmann Bombas e Sistemas Ltda* - 30 - - Total subsidiaries 218 340 7 9

* = fully consolidated at 31 December 2015

Relations with associates

The Group does not hold investments in associated companies.

Transactions with other related parties

Transactions with other related parties concern the leasing of facilities owned by companies controlled by the current shareholders and directors of Group companies for the amount of €4,899k (€5,002k in 2014) and consultancy services provided by entities connected with directors and statutory auditors of the Parent company for €140k (€102k in 2014). Costs for rentals were recorded under the cost of sales in the amount of €3,572k (€3,951k in 2014), under distribution costs in the amount of €796k (€82k in 2014) and under general and administrative expenses in the amount of €531k (€169k in 2014). Consultancy costs were allocated to distribution costs in the amount of €60k (€60k allocated to distribution costs also in 2014) and to general and administrative expenses in the amount of €80k (€42k in 2014). Revenues from sales in the year ended 31 December 2015 included revenues from sales to companies by Group shareholders or directors in the amount of €1,710k (€2,657k at 31 December 2014). In addition, the cost of sales includes purchases from subsidiaries by minority shareholders or Group company directors in the amount of €13,967k (€14,048k in 2014).

Moreover, further to the signing of building rental contracts with other related parties, at 31 December 2015 the Group has commitments of €16,812k (€21,495k at 31 December 2014).

10. Disputes, Potential liabilities and Potential assets

The Parent company and several of its subsidiaries are directly involved in several lawsuits in respect of limited amounts. It is however considered that the settlement of said lawsuits will not generate any significant liabilities for the Group that cannot be covered by the risk provisions that have already been created. There were no substantial changes with respect to the situation of disputes or potential liabilities existing at 31 December 2014.