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MARR — Interim / Quarterly Report 2015
Jan 13, 2016
4060_ir_2016-01-13_ce2f7dc4-11bf-4843-bac5-ee358545b662.pdf
Interim / Quarterly Report
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Interim Report
as at 30 September 2015
13 November 2015
MARR S.p.A. Via Spagna, 20 – 47921 Rimini – Italy Capital stock € 33.262.560 fully paid up Tax code and Trade Register of Rimini 01836980365 R.E.A. Ufficio di Rimini n. 276618 Subject to the management and coordination of Cremonini S.p.A. – Castelvetro (MO)
TABLE OF CONTENTS
MARR Group Organization
Corporate Bodies of MARR S.p.A.
Interim report as at 30 September 2015
- Directors' Report
- Interim Condensed Consolidated Financial Statements
- Statement of financial position
- Statement of profit and loss
- Statement of other comprehensive income
- Statement of changes in Shareholder's Equity
- Cash flows statement
- Explanatory Notes to the Interim Condensed Consolidated Financial Statements
- Statement by the Responsible for the drafting of corporate accounting documents pursuant to Art. 154-bis paragraph 2 of Legislative Decree 58 dated 24 February 1998.
MARR GROUP ORGANISATION
As at 30 September 2015 the structure of the Group differs from that at 31 December 2014 and from that at 30 September 2014 due to the purchase on 1st June 2015 of the 100% of the shares of the company Sama S.r.l., operating in Zola Predosa (Bologna), by the subsidiary New Catering S.r.l..
The MARR Group's activities are entirely dedicated to the foodservice distribution and are listed in the following table:
| MARR S.p.A. | Marketing and distribution of fresh, dried and frozen food products for |
|---|---|
| Via Spagna n. 20 – Rimini | Foodservice operators. |
| AS.CA S.p.A. | Marketing and distribution of fresh, dried and frozen food products for |
| Via dell'Acero n. 1/A - Santarcangelo di Romagna (Rn) | Foodservice operators. |
| NEW CATERING S.r.l. | Marketing and distribution of foodstuff products to bars and fast food |
| Via dell'Acero n.1/A - Santarcangelo di Romagna (Rn) | outlets. |
| BALDINI ADRIATICA PESCA S.r.l. Via dell'Acero n. 1/A- Santarcangelo di Romagna (Rn) |
Marketing and distribution of fresh and frozen seafood products. |
| SFERA S.p.A. | Company no longer operational (since 1 November 2014); now |
| Via dell'Acero n. 1/A - Santarcangelo di Romagna (Rn) | leases going concerns. |
| Sama S.r.l. | Non-operating company: the going concern has been leased to the |
| Via dell'Acero n. 1/A - Santarcangelo di Romagna (Rn) | controlling company New Catering. |
| MARR FOODSERVICE IBERICA S.A.U. Calle Lagasca n. 106 1° centro - Madrid (Spagna) |
Non-operating company. |
| ALISURGEL S.r.l. in liquidation Via Giordano Bruno n. 13 - Rimini |
Non-operating company now being liquidated. |
All the subsidiaries are consolidated on a line – by – line basis.
CORPORATE BODIES OF MARR S.p.A.
Board of Directors
| Chairman | Ugo Ravanelli |
|---|---|
| Deputy Chairman | Illias Aratri |
| Chief Executive Officer | Francesco Ospitali |
| Chief Executive Officer | Pierpaolo Rossi |
| Directors | Giosué Boldrini |
| Claudia Cremonini | |
| Vincenzo Cremonini | |
| Lucia Serra | |
| Independent Directors | Paolo Ferrari(1)(2) |
| Giuseppe Lusignani(1)(2) | |
| Marinella Monterumisi(1)(2) | |
| (1) Members of the Remuneration and Nomination committee | |
| (2) Member of Control and Risk Committee | |
| Board of Statutory Auditors | |
| Chairman | Ezio Maria Simonelli |
| Auditors | Davide Muratori |
| Simona Muratori | |
| Alternate Auditors | Stella Fracassi |
| Marco Frassini | |
| Independent Auditors | Reconta Ernst & Young S.p.A. |
| Manager responsible for the drafting of corporate accounting documents | Antonio Tiso |
DIRECTORS' REPORT
Group performance and analysis of the results for the third quarter of 2015 and as at 30 September 2015
The interim report as at 30 September 2015, not audited, has been prepared in accordance with the accounting policies and measurement criteria established by the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and adopted by the European Commission according to the procedures in art. 6 of (EC) Regulation 1606/2002 of the European Parliament and Council dated 19 July 2002, while for information and the purposes of this report, reference is made to article 154-ter of the Legislative Decree 58 dated 24 February 1998.
The MARR Group closed the third quarter - the most important quarter of the business year – with positive results, strengthening the leadership of the Group in the Italian market of commercialization and distribution of food products to the Foodservice sector and confirm the profitability level achieved.
The total consolidated revenues in the third quarter recorded an increase of 19.1 million Euros, reaching 454.8 million Euros (435.7 million in 2014).
The operating profit also increased, with EBITDA of 40.7 million Euros (38.7 million in 2014) and EBIT of 35.9 million (33.8 million in 2014).
The net result for the period reached 25.3 million Euros, an increase compared to 21.1 million in the third quarter of 2014, and benefitted from a non-recurrent income of 1.7 million Euros for the balance of the price (plus interest) deriving from the sale of the holding in Alisea; the payment of this amount was subject to the definitive awarding to Alisea of significant catering services, a condition that occurred during last July.
The total consolidated revenues in the first nine months amounted to 1,152.7 million Euros, an increase of 34.6 million compared to 1,118.1 million Euros in 2014.
In the first nine months of 2015, EBITDA reached 88.0 million Euros (84.6 million in 2014), while EBIT reached 75.5 million (72.6 in 2014).
The net consolidated result for the nine months, which benefitted from the non-recurrent income of 1.7 million Euros for the Alisea price balance, was 48.9 million Euros, an increase of 5.3 million compared to 43.6 million Euros in 2014.
As regard to the activity sector represented by "Distribution of food products to non-domestic catering", the sales can be analysed in terms of client categories as follows.
Sales of the MARR Group in the first nine months of 2015 amounted to 1,132.9 million Euros (+33.0 million compared to 1,099.9 million in 2014), while those in the third quarter amounted to 447.2 million Euros (+19.5 million compared to 427.7 million in 2014).
In particular, sales to clients in the "Street Market" and "National Account" segments as at 30 September 2015 amounted to 933.9 million Euros (909.9 million in 2014), with 378.4 million Euros in the third quarter (361.6 million in 2014).
Sales in the main "Street Market" segment (restaurants and hotels not belonging to Groups or Chains) in the first nine months reached 714.9 million Euros (677.2 million in 2014), while those in the third quarter amounted to 309.7 million (+20.4 million compared to 289.3 million in 2014), with an organic component of +6.5% and in the context of a market which during the same period, according to the recent surveys by the Confcommercio Studies Office (November 2015), saw an increase of 1.8% in consumption (by quantity) in the sector of "Hotels and Out-of-Home Food consumption", in progress compared to the +1.5% of the same sector of consumption in the second quarter.
Sales to "National Account" clients (Canteens and Chains and Groups) as at 30 September 2015 amounted to 219.0 million Euros (232.7 million in 2014), with 68.7 million Euros in the third quarter, which, when compared to 72.3 million in the same period of 2014, were affected by a selective approach (aimed at safeguarding the operating profitability) in supplies to Public Administrations.
Sales to clients in the "Wholesale" category in the first nine months of 2015 amounted to 199.0 million Euros (189.9 million in 2014), with 68.8 million in the third quarter (66.1 million in the same period of 2014).
Below are the figures, re-classified according to current financial analysis procedures, with the income statement, statement of financial position and net financial position for the first nine months and third quarter of 2015 compared to the corresponding periods of the previous year.
Analysis of the re-classified income statement
| MARR Consolidated (€thousand) |
3rd quarter 2015 |
% | 3rd quarter 2014 |
% | % Change | 30.09.15 (9 months) |
% | 30.09.14 (9 months) |
% | % Change |
|---|---|---|---|---|---|---|---|---|---|---|
| Revenues from sales and services | 443,338 | 97.5% | 424,551 | 97.4% | 4.4 | 1,123,097 | 97.4% | 1,090,285 | 97.5% | 3.0 |
| Other earnings and proceeds | 11,518 | 2.5% | 11,193 | 2.6% | 2.9 | 29,647 | 2.6% | 27,803 | 2.5% | 6.6 |
| Total revenues | 454,856 | 100.0% | 435,744 | 100.0% | 4.4 | 1,152,744 | 100.0% | 1,118,088 | 100.0% | 3.1 |
| Raw and secondary materials, consumables and | ||||||||||
| goods for resale | (319,358) | -70.2% | (314,435) | -72.2% | 1.6 | (896,915) | -77.8% | (873,681) | -78.1% | 2.7 |
| Change in inventories | (32,136) | -7.1% | (22,291) | -5.1% | 44.2 | (4,343) | -0.4% | 5,843 | 0.5% | (174.3) |
| Services | (50,900) | -11.2% | (48,467) | -11.1% | 5.0 | (128,120) | -11.1% | (128,911) | -11.5% | (0.6) |
| Leases and rentals | (2,373) | -0.5% | (2,298) | -0.5% | 3.3 | (6,813) | -0.6% | (6,951) | -0.6% | (2.0) |
| Other operating costs | (391) | -0.1% | (485) | -0.1% | (19.4) | (1,477) | -0.1% | (1,410) | -0.2% | 4.8 |
| Value added | 49,698 | 10.9% | 47,768 | 11.0% | 4.0 | 115,076 | 10.0% | 112,978 | 10.1% | 1.9 |
| Personnel costs | (8,965) | -1.9% | (9,091) | -2.1% | (1.4) | (27,098) | -2.4% | (28,406) | -2.5% | (4.6) |
| Gross Operating result | 40,733 | 9.0% | 38,677 | 8.9% | 5.3 | 87,978 | 7.6% | 84,572 | 7.6% | 4.0 |
| Amortization and depreciation | (1,287) | -0.3% | (1,274) | -0.3% | 1.0 | (3,715) | -0.2% | (3,615) | -0.3% | 2.8 |
| Provisions and write-downs | (3,574) | -0.8% | (3,553) | -0.8% | 0.6 | (8,711) | -0.8% | (8,303) | -0.8% | 4.9 |
| Operating result | 35,872 | 7.9% | 33,850 | 7.8% | 6.0 | 75,552 | 6.6% | 72,654 | 6.5% | 4.0 |
| Financial income | 499 | 0.1% | 518 | 0.1% | (3.7) | 1,297 | 0.1% | 1,705 | 0.2% | (23.9) |
| Financial charges | (2,087) | -0.4% | (2,646) | -0.6% | (21.1) | (7,021) | -0.7% | (8,632) | -0.8% | (18.7) |
| Foreign exchange gains and losses | 80 | 0.0% | (408) | -0.1% | (119.6) | (143) | 0.0% | (497) | -0.1% | (71.2) |
| Value adjustments to financial assets | 0 | 0.0% | 0 | 0.0% | 0.0 | 0 | 0.0% | 0 | 0.0% | 0.0 |
| Result from recurrent activities | 34,364 | 7.6% | 31,314 | 7.2% | 9.7 | 69,685 | 6.0% | 65,230 | 5.8% | 6.8 |
| Non-recurring income | 1,742 | 0.3% | 0 | 0.0% | 100.0 | 1,742 | 0.2% | 104 | 0.0% | 1,575.0 |
| Non-recurring charges | 0 | 0.0% | 0 | 0.0% | 0.0 | 0 | 0.0% | 0 | 0.0% | 0.0 |
| Profit before taxes | 36,106 | 7.9% | 31,314 | 7.2% | 15.3 | 71,427 | 6.2% | 65,334 | 5.8% | 9.3 |
| Income taxes | (10,828) | -2.3% | (10,161) | -2.3% | 6.6 | (22,509) | -2.0% | (21,751) | -1.9% | 3.5 |
| Total net profit | 25,278 | 5.6% | 21,153 | 4.9% | 19.5 | 48,918 | 4.2% | 43,583 | 3.9% | 12.2 |
| (Profit)/loss attributable to minority interests | 0 | 0.0% | 0 | 0.0% | 0.0 | 0 | 0.0% | 0 | 0.0% | 0.0 |
| Net profit attributable to the MARR Group | 25,278 | 5.6% | 21,153 | 4.9% | 19.5 | 48,918 | 4.2% | 43,583 | 3.9% | 12.2 |
In the third quarter, which due to the business seasonality is historically the most significant of the business year; the results achieved by the MARR's Group in 2015 are the following: total revenues amounting to 454.8 million Euros (435.7 million in 2014); EBITDA2 amounting to 40.7 million Euros (38.7 million in 2014); EBIT amounting to 35.9 million Euros (33.8 million in 2014) and a net result amounting to 25.3 million Euros (21.1 million in 2014).
The increase in Total Revenues (+4.4% in the third quarter and +3.1% in the nine months, compared with the same period in 2014) is a consequence of the performance of sales in the individual client categories, as analysed previously.
Increasing the item Other earnings and proceeds, represented mainly by contributions from suppliers on purchases which includes, as highlighted in Directors' Report, following the centralisation of deliveries from suppliers on logistical platforms rather than at the single MARR branches as in the past, also includes 2.1 million Euros (0.9 million Euros in the third quarter) in logistics payments charged to suppliers, as MARR has undertaken the costs for the internal distribution from the logistical platforms to the distribution centres.
As regards the operating costs, it must be pointed out that the increase of the percentage incidence of the Cost of sales (Purchase cost of the goods plus Variation of the warehouse inventories) recorded in the nine months, is affected by the deconsolidation since 31 March 2014 of the company Alisea, which, given that it operates in the sector of the preparation of meals for hospital catering, had a reduced incidence of the cost of raw materials with respect to that of the business of commercialisation to the Foodservice sector.
In the third quarter the percentage incidence of the Cost of sales on the Total revenues is in line with the same period of the previous year.
Contrarily, the incidence of the Personnel cost of Alisea was higher with respect to the Foodservice business in itself, and this implied a reduction of Personnel Cost in the nine months, both in value and in percentage incidence on the total Revenues.
2 The EBITDA (Gross Operating Margin) is an economic indicator not defined by the IFRS adopted by MARR for the financial statements from 31 December 2005.
The EBITDA is a measure used by the company's management to monitor and assess its operational performance. The management believes that the EBITDA is an important parameter for measuring the Group's performance as it is not affected by the volatility due to the effects of various types of criteria for determining taxable items, the amount and characteristics of the capital used and the relevant amortization policies. Today (following the subsequent detailing of the development of the accounting procedures) the EBITDA (Earnings before interests, taxes, depreciation and amortization) is defined as the business year Profits/Losses gross of amortizations and depreciations, write downs and financial income and charges and income tax.
Again as regards the operating costs the decrease in the cost of Services in the nine months benefits of the deconsolidation of Alisea. Contrarily, the increase in the quarter is mainly linked to transport, movement and distribution costs consequent to the start-up of the aforementioned centralisation of deliveries from suppliers on logistical platforms and to which the payments charged to the suppliers as contributions for the costs incurred by MARR for distribution from the logistical platforms to the branches are related.
The reduction in Leases and Rentals costs is linked to the reduced costs of the lease of the Lelli going concern, the purchase of which was finalised by the subsidiary Sfera S.p.A. in May 2014; in the third quarter, this item increased in absolute value (stable in terms of percentage incidence on the total revenues), mainly due to the increase for the rent of the facility in Zola Predosa since 1 June last, following the purchase of the holdings in the company Sama S.r.l. by the subsidiary New Catering.
The increase in absolute value of the amortizations (in the nine months and in the quarter) is attributable to the investments in the period and the purchase of the Lelli going concern and of Sama S.r.l..
The item Provisions and write-downs amounted to 8.7 million Euros in the nine months (8.3 million in 2014) and 3.6 million Euros in the third quarter (3.5 million in 2014) and is almost totally represented by the provision for bad debts, which incidence on the total revenues is in line with that one of the same period in 2014.
The decrease in net financial charges (both in the nine months and in the quarter) is related to a reduction in interest rates and operations for the extension of the maturities of the financial debt finalised under improved conditions.
In the nine months the result from recurrent activities reached 69.7 million Euros (+6.8% compared to 65.2 million in 2014), while in the third quarter amounted to 34.4 million Euros (+9.7% compared to 31.3 million in 2014).
In the third quarter Profit before taxes amounted to 36.1 million Euros (31.3 million in 2014) and benefits of a noncurrent profit of 1.7 million Euros represented by the balance of the price for the sale – which occurred on 31 March 2014 – by MARR of the shareholding in Alisea.
This price quota was subordinate to the realisation of a suspensive condition concerning the definitive awarding of significant catering services under tender, which occurred in the last ten days of July 2015. The income was therefore accounted entirely during the third quarter. This operation had generated net non-recurrent income amounting to 104 thousand Euros in the first quarter of 2014.
At the end of the first nine months the profit before taxes amounted to 71.4 million Euros (65.3 million in 2014).
The tax rate in the third quarter was 30.0% and its reduction compared to the same period of the previous business year (32.4%) is partly due to the introduction with the 2015 stability law of an increased deductibility for IRAP purposes of the cost of personnel for workers employed on continuing contracts and is partly the effect of the non-recurrent income from the sale of the holdings in Alisea, which is subject to IRES taxation only on its 5%, according to the methods of so-called "Participation Exemption".
The overall net result for the third quarter of 2015 amounted to 25.3 million Euros, compared to 21.1 million in 2014. The total net profit as at 30 September 2015 amounted to 48.9 million Euros, an increase of 5.3 million Euros compared to 43.6 million in 2014.
3
Analysis of the re-classified statement of financial position
| MARR Consolidated | 30.09.15 | 31.12.14 | 30.09.14 |
|---|---|---|---|
| (€thousand) | |||
| Net intangible assets | 107,736 | 106,270 | 106,234 |
| Net tangible assets | 68,810 | 68,962 | 69,051 |
| Equity investments in other companies | 304 | 304 | 300 |
| Other fixed assets | 40,541 | 36,845 | 37,019 |
| Total fixed assets (A) | 217,391 | 212,381 | 212,604 |
| Net trade receivables from customers | 444,673 | 379,599 | 425,345 |
| Inventories | 112,316 | 116,366 | 106,437 |
| Suppliers | (343,819) | (274,443) | (324,569) |
| Trade net working capital (B) | 213,170 | 221,522 | 207,213 |
| Other current assets Other current liabilities |
60,637 (25,589) |
48,465 (23,688) |
69,344 (23,519) |
| Total current assets/liabilities (C) | 35,048 | 24,777 | 45,825 |
| Net working capital (D) = (B+C) | 248,218 | 246,299 | 253,038 |
| Other non current liabilities (E) | (570) | (690) | (1,141) |
| Staff Severance Provision (F) | (10,676) | (10,960) | (10,560) |
| Provisions for risks and charges (G) | (39,844) | (16,066) | (38,430) |
| Net invested capital (H) = (A+D+E+F+G) | 414,519 | 430,964 | 415,511 |
| Shareholders' equity attributable to the Group | (262,728) | (254,280) | (246,912) |
| Shareholders' equity attributable to minority interests | 0 | 0 | 0 |
| Consolidated shareholders' equity (I) | (262,728) | (254,280) | (246,912) |
| (Net short-term financial debt)/Cash | 33,837 | (95,102) | (53,727) |
| (Net medium/long-term financial debt) | (185,628) | (81,582) | (114,872) |
| Net financial debt (L) | (151,791) | (176,684) | (168,599) |
| Net equity and net financial debt (M) = (I+L) | (414,519) | (430,964) | (415,511) |
Analysis of the Net Financial Position3
The following represents the trend in Net Financial Position.
| MARR Consolidated | |||||
|---|---|---|---|---|---|
| (€thousand) | 30.09.15 | 30.06.15 | 31.12.14 | 30.09.14 | |
| A. | Cash | 10,882 | 7,872 | 6,895 | 12,173 |
| Cheques | 92 | 40 | 18 | 35 | |
| Bank accounts | 121,198 | 85,266 | 30,331 | 50,070 | |
| Postal accounts | 371 | 335 | 289 | 68 | |
| B. | Cash equivalent | 121,661 | 85,641 | 30,638 | 50,173 |
| C. | Liquidity (A) + (B) | 132,543 | 93,513 | 37,533 | 62,346 |
| Current financial receivable due to parent company | 2,113 | 1,807 | 4,101 | 1,801 | |
| Current financial receivable due to related companies | 0 | 0 | 0 | 0 | |
| Others financial receivable | 1,210 | 1,069 | 1,324 | 1,887 | |
| D. | Current financial receivable | 3,323 | 2,876 | 5,425 | 3,688 |
| E. | Current Bank debt | (60,439) | (34,562) | (60,115) | (37,727) |
| F. | Current portion of non current debt | (40,562) | (56,526) | (77,151) | (81,708) |
| Financial debt due to parent company | 0 | 0 | 0 | 0 | |
| Financial debt due to related companies | 0 | 0 | 0 | 0 | |
| Other financial debt | (1,028) | (1,422) | (794) | (326) | |
| G. | Other current financial debt | (1,028) | (1,422) | (794) | (326) |
| H. | Current financial debt (E) + (F) + (G) | (102,029) | (92,510) | (138,060) | (119,761) |
| I. | Net current financial indebtedness (H) + (D) + (C) | 33,837 | 3,879 | (95,102) | (53,727) |
| J. | Non current bank loans | (147,593) | (138,313) | (46,641) | (81,192) |
| K. | Other non current loans | (38,035) | (38,069) | (34,941) | (33,680) |
| L. | Non current financial indebtedness (J) + (K) | (185,628) | (176,382) | (81,582) | (114,872) |
| M. | Net financial indebtedness (I) + (L) | (151,791) | (172,503) | (176,684) | (168,599) |
The MARR's Group financial debt is affected by the business seasonality, that requires high net working capital during the summer period. Historically, the indebtedness reaches its peak during the first half of the year, and then decrease at the end of the business year.
As at 30 September 2015 indebtedness reached 151.8 million Euros compared to 172.5 million as at 30 June 2015 and to 168.6 million Euros as at 30 September 2014, the latter amount already benefitting from the securitization programme (pro soluto) started during the course of the third quarter of 2014 and with a maximum duration of five years.
As regards the main financial movements which occurred during the course of 2015, see that already highlighted in the half-yearly Financial Report.
- on 27 May 2015 dividends amounting to a total of 41.2 million Euros (38.6 million Euros in 2014) have been paid out;
- on 1 June 2015, the subscription of the contract by the subsidiary New Catering S.p.A. for the purchase of the holdings in the company Sama S.r.l. involved the payment of the first tranche of the price, amounting to 1.0 million Euros.
Positive short term components: cash and equivalents; items of net working capital collectables; financial assets. Negative short and long term components: payables to banks; payables to other financiers, payables to leasing companies and factoring companies; payables to shareholders for loans.
3 The Net Financial Position used as a financial indicator of debts is represented by the total of the following positive and negative components of the Statement of financial position:
As regards the structure of the sources of financing, it should be noted that during the course of the half-year, new contracts for medium/long term loans were stipulated, as described below:
- Pool financing with ICCREA Banca Impresa S.p.A., operating as Arranger, Agent and Financing Bank, for a total amount of 22.8 million Euros expiring in June 2016.
- unsecured loan with Banca Intesa Sanpaolo S.p.A., for a total amount of 20 million Euros and with amortization plan ending in December 2018.
- unsecured loan with Unicredit S.p.A., for a total amount of 30 million Euros and amortization plan ending in May 2019.
- unsecured loan with Banca Popolare Commercio e Industria, for a total amount of 10 million Euros and amortization plan ending in May 2018.
- amendment to the BNP Paribas in pool loan contract, stipulated in June 2013, which provided for a loan facility for 60 million Euros, subsequently integrated with an additional 5 million (amortized from June 2014 and expiring in June 2018) and a revolving facility for 25 million Euros (bullet with expiry after 3 years); as of the date of the amendment, the overall residual amount of the loan amounted to 75.6 million Euros and had been replaced by a single credit line for the same amount, with a duration of 5 years amortized from June 2016.
- unsecured loan with Banca Carige Italia, for a total amount of 20 million Euros and amortization plan starting in December 2017 and ending in June 2019.
Finally, we point out that during the first nine months of the year MARR extinguished loans with Cooperative Centrale Raiffeisen-Boerenleenbank BA, Banca Popolare di Crotone, Banca Carige Italia and Mediobanca, while the subsidiary Sfera S.p.A. has repaid at maturity the loan with Banca di Rimini Credito Cooperativo Soc. Coop., with a reduction in net shortterm financial debt of 59.1 million Euros compared to 31 December 2014.
The net financial position as at 30 September 2015 is in line with the company objectives.
| MARR Consolidated (€thousand) |
30.09.15 | 30.06.15 | 31.12.14 | 30.09.14 |
|---|---|---|---|---|
| Net trade receivables from customers Inventories |
444.673 112.316 |
433.664 144.453 |
379.599 116.366 |
425.345 106.437 |
| Payables to suppliers | (343.819) | (357.740) | (274.443) | (324.569) |
| Trade net working capital | 213.170 | 220.377 | 221.522 | 207.213 |
Analysis of the Trade net working Capital
As at 30 September 2015 the trade net working capital amounts to 213.2 million Euros, compared to 220.4 million of the last 30 June and 207.2 million as at 30 September 2014, the latter amount already benefitting from the securitization programme (pro soluto) started during the course of the third quarter of 2014 and with a maximum duration of 5 years.
The value of the trade receivables increased (+19.3 million Euros compared to 30 September 2014), by effect of the increase in revenues, which accelerated during the third quarter (+19.1 million Euros) compared to the progressive increase over the nine months (+34.6 million Euros).
The increase in the value of the inventories compared to the same period of the previous business year is correlated to the similar trends observed in the previous quarters and has been affected by, in addition to the dynamics of price increases concerning some families of seafood and groceries, the transitory effects of the process of centralisation of certain families of grocery products on to the logistical platforms. In this sense, it can be seen that the increase in inventories compared to the same period in the previous year as at 30 September (+5.9 million Euros) has reduced compared to that as at 30 June last (+15.7 million Euros).
As at 30 September 2015, the decrease in inventories compared to 31 December 2014 and 30 June 2015 is related to the business seasonality.
The payables to suppliers increased compared to those as at 30 September 2014, by a similar amount (+19.2 million Euros) as that for the trade receivables (+19.3 million Euros).
The trade net working capital remains in line with the company objectives.
Re-classified cash-flow statement
| (€thousand) Net profit before minority interests 48.918 Amortization and depreciation 3.742 |
43.583 3.615 (982) 46.216 |
|---|---|
| Change in Staff Severance Provision (284) |
|
| Operating cash-flow 52.376 |
|
| (Increase) decrease in receivables from customers (65.074) (Increase) decrease in inventories 4.050 Increase (decrease) in payables to suppliers 69.376 (Increase) decrease in other items of the working capital 12.701 |
(25.135) (5.733) 50.235 10.586 |
| Change in working capital 21.053 |
29.953 |
| Net (investments) in intangible assets (1.597) Net (investments) in tangible assets (3.463) Net change in financial assets and other fixed assets (3.696) Net change in other non current finantial debt 686 |
(6.357) (4.285) (64) 878 |
| Investments in other fixed assets (8.070) |
(9.828) |
| Free - cash flow before dividends 65.359 |
66.341 |
| Distribution of dividends (41.246) Capital increase 0 Other changes, including those of minority interests 780 |
(38.585) 0 (2.224) |
| Casf-flow from (for) change in shareholders' equity (40.466) |
(40.809) |
| FREE - CASH FLOW 24.893 |
25.532 |
| Opening net financial debt (176.684) Cash-flow for the period 24.893 Closing net financial debt (151.791) |
(194.131) 25.532 (168.599) |
Investments
As regards the investments made during the business year it is worth mentioning - in addition to the purchase of the holdings of Sama S.r.l. finalised on 1 June 2015 by the subsidiary New Catering (see that described in the Half-Yearly Financial Report and the paragraph concerning the corporate aggregations in the following Explanatory Notes for the details) - the works for the expansion and modernisation of certain distribution centres, which began in late 2014.
The investment made in the quarter, as described below, concern the continuation of these works, mainly at the branches in Naples and Sicily (as regards the item "Plant and machinery") and the warehouse in Santarcangelo di Romagna (as regards the item "Land and Buildings").
The movement of the ongoing tangible fixed assets is also mainly due to the continuation of the interventions at the above-mentioned distribution centres, in addition to the works at the MARR Bologna distribution centre charged to the subsidiary Sfera S.p.A..
The decrease in the item "Other assets" is mainly due to the sale of motor vehicles purchased previously and re-sold during the course of the third quarter to truck drivers.
The ongoing intangible fixed assets concern the implementation of new software which has not yet been made operational.
The following is a summary of the net investments made in the third quarter and in the first nine months of 2015.
| (€thousand) | 3rd quarter 2015 | 30.09.15 |
|---|---|---|
| Intangible assets | ||
| Patents and intellectual property rights | 16 | 56 |
| Fixed assets under development and advances | 78 | 165 |
| Goodwill | 6 | 1,376 |
| Total intangible assets | 100 | 1,597 |
| Tangible assets | ||
| Land and buildings | 237 | 556 |
| Plant and machinery | 342 | 1,376 |
| Industrial and business equipment | 28 | 287 |
| Other assets | (580) | 487 |
| Fixed assets under development and advances | 81 | 757 |
| Total tangible assets | 108 | 3,463 |
| Total | 208 | 5,060 |
Other information
The Company neither holds nor has ever held shares or quotas of parent companies, even through third party persons and/or companies; consequently during the 2015 the company never purchased or sold the above-mentioned shares and/or quotas.
As at 30 September 2015 the company don't owns own shares.
During the first nine months of 2015 the Group did not carry out atypical or unusual operations.
Main events in the third quarter of 2015
Last July, the condition precedent occurred for the payment of the balance of the price of the sale – which occurred on 31 March 2014 – by MARR of the shareholding in Alisea. This condition took into consideration the definitive awarding of significant tenders for catering services and, after its occurrence in the last ten days of July, MARR received as the balance for the price (including interest) the payment of a total amount of 1.7 million Euros.
Events occurred after the closing of the quarter
The operation for the merger by incorporation of the company Sama S.r.l. into the company New Catering S.r.l. was finalised on 12 October 2015. The legal effects of the merger run from 19 October 2015, while the accounting and fiscal effects run from the date of incorporation of the company Sama s.r.l. on 18 May 2015
On 5 November, information was provided to the effect that, as of today, Ugo Ravanelli was resigning as Chairman and non-executive Board member of MARR S.p.A..
The resignation of Ugo Ravanelli, after 20 years at the helm of MARR, concludes a handover programme started in 2012 that has enabled the renewed top management team to be completely autonomous and characterised by continuity and by the objective of staying on a growth path and enhancing the competitiveness of the Group.
Outlook
In a market context which in the last few months has shown a gradual improvement, also benefitting from favorable conditions such as the EXPO event and the good performance during the summer season, on the basis of the results of the first nine months, the management team confirms its objectives for the end of the business year: increase in market share, maintaining the profit levels achieved and keeping the absorption of the net trade working capital under control.
Interim Condensed Consolidated Financial Statements
MARR Group
Interim Report as at 30 September 2015
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| (€thousand) | 30.09.15 | 31.12.14 | 30.09.14 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Tangible assets | 68.810 | 68.962 | 69.051 |
| Goodwill | 107.096 | 105.720 | 105.720 |
| Other intangible assets | 640 | 550 | 514 |
| Investments in other companies | 304 | 304 | 300 |
| Non-current financial receivables | 2.774 | 2.046 | 2.387 |
| Financial instruments/derivatives | 4.417 | 285 | 0 |
| Deferred tax assets | 11.982 | 11.077 | 11.690 |
| Other non-current assets | 31.391 | 36.415 | 35.814 |
| Total non-current assets | 227.414 | 225.359 | 225.476 |
| Current assets | |||
| Inventories | 112.316 | 116.366 | 106.437 |
| Financial receivables | 3.323 | 5.176 | 3.476 |
| relating to related parties | 2.113 | 4.101 | 1.801 |
| Financial instruments / derivative | 0 | 249 | 212 |
| Trade receivables | 434.650 | 366.621 | 412.473 |
| relating to related parties | 7.926 | 6.041 | 4.279 |
| Tax assets | 19.048 9.807 |
8.613 1.409 |
15.464 6.494 |
| relating to related parties Cash and cash equivalents |
132.543 | 37.533 | 62.346 |
| Other current assets | 41.589 | 39.852 | 53.880 |
| relating to related parties | 440 | 94 | 365 |
| Total current assets | 743.469 | 574.410 | 654.288 |
| TOTAL ASSETS | 970.883 | 799.769 | 879.764 |
| LIABILITIES | |||
| Shareholders' Equity | |||
| Shareholders' Equity attributable to the Group | 262.728 | 254.280 | 246.912 |
| Share capital | 33.263 | 33.263 | 33.263 |
| Reserves | 172.511 | 160.600 | 160.756 |
| Treasury Shares | 0 | 0 | 0 |
| Retained Earnings | 56.954 | 60.417 | 52.893 |
| Shareholders' Equity attributable to minority interests | 0 | 0 | 0 |
| Minority interests' capital and reserves | 0 | 0 | 0 |
| Profit for the period attributable to minority interests | 0 | 0 | 0 |
| Total Shareholders' Equity | 262.728 | 254.280 | 246.912 |
| Non-current liabilities | |||
| Non-current financial payables | 185.511 | 81.236 | 113.139 |
| Financial instruments/derivatives | 117 | 346 | 1.733 |
| Employee benefits | 10.676 | 10.960 | 10.560 |
| Provisions for risks and costs | 27.522 | 4.589 | 27.013 |
| Deferred tax liabilities | 12.322 | 11.477 | 11.417 |
| Other non-current liabilities | 570 | 690 | 1.141 |
| Total non-current liabilities | 236.718 | 109.298 | 165.003 |
| Current liabilities | |||
| Current financial payables | 101.917 | 138.019 | 119.761 |
| relating to related parties | 0 | 0 | 0 |
| Financial instruments/derivatives | 112 | 41 | 0 |
| Current tax liabilities | 1.194 | 3.652 | 1.227 |
| relating to related parties | 0 | 1.756 | 0 |
| Current trade liabilities | 343.819 | 274.443 | 324.569 |
| relating to related parties | 15.596 | 8.465 | 12.041 |
| Other current liabilities | 24.395 0 |
20.036 47 |
22.292 42 |
| relating to related parties Total current liabilities |
471.437 | 436.191 | 467.849 |
| TOTAL LIABILITIES | 970.883 | 799.769 | |
| 879.764 |
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
| (€thousand) | Note | 3rd quarter 2015 | 3rd quarter 2014 | 30 September 2015 | 30 September 2014 |
|---|---|---|---|---|---|
| Revenues | 1 | 443,338 | 424,551 | 1,123,097 | 1,090,285 |
| relating to related parties | 7,464 | 6,574 | 21,126 | 18,452 | |
| Other revenues | 2 | 11,518 | 11,193 | 29,647 | 27,803 |
| relating to related parties | 119 | 191 | 214 | 296 | |
| Changes in inventories | (32,136) | (22,291) | (4,343) | 5,843 | |
| Purchase of goods for resale and consumables | 3 | (319,358) | (314,435) | (896,915) | (873,681) |
| relating to related parties | (17,360) | (14,809) | (46,724) | (42,978) | |
| Personnel costs | 4 | (8,965) | (9,091) | (27,098) | (28,406) |
| Amortization, depreciation and write-downs | 5 | (4,861) | (4,827) | (12,426) | (11,918) |
| Other operating costs | 6 | (53,664) | (51,250) | (136,410) | (137,272) |
| relating to related parties | (648) | (663) | (1,994) | (2,047) | |
| Financial income and charges | 7 | (1,508) | (2,536) | (5,867) | (7,424) |
| relating to related parties | 6 | 28 | 41 | 125 | |
| Income from subsidiaries disposal | 8 | 1,742 | 0 | 1,742 | 104 |
| Pre-tax profits | 36,106 | 31,314 | 71,427 | 65,334 | |
| Taxes | 9 | (10,828) | (10,161) | (22,509) | (21,751) |
| Profits for the period | 25,278 | 21,153 | 48,918 | 43,583 | |
| Profit for the period atributable to: | |||||
| Shareholders of the parent company | 25,278 | 21,153 | 48,918 | 43,583 | |
| Minority interests | 0 | 0 | 0 | 0 | |
| 25,278 | 21,153 | 48,918 | 43,583 | ||
| EPS base (euros) | 10 | 0.38 | 0.32 | 0.74 | 0.66 |
| EPS diluited (euros) | 10 | 0.38 | 0.32 | 0.74 | 0.66 |
CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME
| (€thousand) Note |
3rd quarter 2015 | 3rd quarter 2014 | 30 September 2015 | 30 September 2014 |
|---|---|---|---|---|
| Profits for the period (A) | 25,278 | 21,153 | 48,918 | 43,583 |
| Items to be reclassified to profit or loss in subsequent periods: | ||||
| Efficacious part of profits/(losses) on cash flow hedge instruments, net of taxation effect |
272 | (441) | 780 | (1,097) |
| Items not to be reclassified to profit or loss in subsequent periods: Actuarial (losses)/gains concerning defined benefit plans, net of taxation effect |
0 | 0 | 0 | 0 |
| Total Other Profits/Losses, net of taxes (B) | 11 272 |
(441) | 780 | (1,097) |
| Comprehensive Income (A) + (B) | 25,550 | 20,712 | 49,698 | 42,486 |
| Comprehensive Income attributable to: | ||||
| Shareholders of the parent company | 25,550 | 20,712 | 49,698 | 42,486 |
| Minority interests | 0 | 0 | 0 | 0 |
| 25,550 | 20,712 | 49,698 | 42,486 |
CONSOLIDATED STATEMENT OF CHANGES IN THE SHAREHOLDER'S EQUITY
(in thousand Euros)
| Descr iption |
Share | Othe r rese rves |
Profit s |
Busin ess y ear |
Tota l |
Tota l |
||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capit al |
Share ium prem reser ve |
Lega l reser ve |
Reva luatio n reser ve |
Share holde rs ibutio contr ns on capit al |
Extra ordin ary reser ve |
Rese rve for re sidua l stock opti ons |
Rese rve fo r ised exerc stock opti ons |
Rese rve fo r ition trans to Ia s/Ifrs |
Cash -flow hedg e reser ve |
Rese rve t. 55 ex ar (dpr 597- 917) |
Rese rve IAS 19 |
Tota l Rese rves |
Trad ing on sh are reser ve |
Rese rve fo r profit (loss es) y sha on tr easur res |
Tota l Treas ury Share s |
carrie d ove r from lidate d conso |
profit (loss es) |
Grou p net equit y |
third party net equit y |
|
| 1st J Balan y 20 14 ce at anuar |
33,26 3 |
63,34 8 |
6,652 | 13 | 36,49 6 |
38,2 19 |
1,475 | 7,296 | (874) | 1,492 | (154) | 153,9 63 |
55,78 9 |
243,0 15 |
1,127 | |||||
| Alloca tion o f 201 3 prof it |
8,187 | 8,187 | (8,187 ) |
|||||||||||||||||
| Distrib ution of par ent co divide nds mpany |
(38,58 5) |
(38,58 5) |
||||||||||||||||||
| Sale q f the c ny Alis uote o ompa ea |
(6) | (6) | 6 | (1,127 ) |
||||||||||||||||
| Other mino r varia tions |
(4) | (286) | (291) | 287 | (4) | |||||||||||||||
| Conso lidated rehens ive inc ome ( 1/1 -3 0/09/ 2014) comp : - Pro fit for the pe riod - Oth er Pro fits/Lo et of t sses, n axes |
(1,097 ) |
(1,09 7) |
43,58 3 |
43,58 3 (1,097 ) |
||||||||||||||||
| Balan 30 S ber 2 014 ce at eptem |
33,26 3 |
63,34 8 |
6,652 | 13 | 36,49 6 |
46,40 6 |
1,475 | 7,290 | (1,97 1) |
1,488 | (440) | 160,7 56 |
52,89 3 |
246,9 12 |
||||||
| Other mino r varia tions |
(1) | (2) | (2) | (4) | 2 | (2) | ||||||||||||||
| Conso lidated rehens ive inc ome ( 1/10 - 31/1 2/201 4): comp - Pro fit for the pe riod - Oth er Pro fits/Lo et of t sses, n axes |
308 | (460) | (152) | 7,522 | 7,522 (152) |
|||||||||||||||
| Balan 31 D ber 2 014 ce at ecem |
33,26 3 |
63,34 8 |
6,652 | 13 | 36,49 6 |
46,40 6 |
1,475 | 7,290 | (1,66 4) |
1,486 | (902) | 160,6 00 |
60,4 17 |
254,2 80 |
||||||
| Alloca tion o f 2014 profit |
11,135 | 11,13 5 |
(11,13 5) |
|||||||||||||||||
| Distrib ution of par divide nds ent co mpany |
(41,24 6) |
(41,24 6) |
||||||||||||||||||
| Other mino r varia tions |
(4) | (4) | (4) | |||||||||||||||||
| Conso lidated rehens ive inc ome ( 1/1 -3 0/09/ 2015) comp : - Pro fit for the pe riod - Oth fits/Lo er Pro et of t sses, n axes |
780 | 780 | 48,91 8 |
48,91 8 780 |
||||||||||||||||
| Balan 30 S ber 2 015 ce at eptem |
33,26 3 |
63,34 8 |
6,652 | 13 | 36,49 6 |
57,54 1 |
1,475 | 7,290 | (884) | 1,482 | (902) | 172,5 11 |
56,95 4 |
262,7 28 |
| Consolidated (€thousand) |
30.09.15 | 30.09.14 |
|---|---|---|
| Result for the Period | 48,918 | 43,583 |
| Adjustment: | ||
| Amortization | 3,746 | 3,615 |
| Allocation of provison for bad debts | 8,414 | 8,015 |
| Capital profit/losses on disposal of assets | (31) | (61) |
| relating to related parties | 0 | 0 |
| Financial (income) charges net of foreign exchange gains and losses | (4,136) | 6,927 |
| relating to related parties | (41) | (125) |
| Foreign exchange evaluated (gains)/losses | 180 | 282 |
| Utile da cessione di partecipazioni | (1,742) | 0 |
| 6,431 | 18,778 | |
| Net change in Staff Severance Provision | (353) | (218) |
| (Increase) decrease in trade receivables | (76,443) | (39,185) |
| relating to related parties | (1,885) | 819 |
| (Increase) decrease in inventories | 4,343 | (5,867) |
| Increase (decrease) in trade payables | 69,376 | 53,264 |
| relating to related parties | 7,131 | 3,272 |
| (Increase) decrease in other assets | 3,293 | (9,255) |
| relating to related parties | (346) | (265) |
| Increase (decrease) in other liabilities | 3,408 | 3,355 |
| relating to related parties | (47) | 16 |
| Net change in tax assets / liabilities relating to related parties |
22,660 (9) |
20,946 146 |
| Income tax paid | (12,641) | (6,066) |
| relating to related parties | (10,145) | (3,959) |
| Interest paid | 4,934 | (8,632) |
| relating to related parties | (3) | (1) |
| Interest received | (798) | 1,705 |
| relating to related parties | 44 | 126 |
| Foreign exchange gains | 439 | 163 |
| Foreign exchange losses | (619) | (445) |
| Cash-flow form operating activities | 72,948 | 72,126 |
| (Investments) in other intangible assets | (221) | (68) |
| (Investments) in tangible assets | (4,485) | (3,465) |
| Net disposal of tangible assets | 1,259 | 599 |
| Net (investments) in equity investments no consolidated on a line-by | ||
| line basis | (1,020) | (5,410) |
| Proceeds for divestment of subsidiaries or going concerns during the | ||
| year (net of liquidity sold) | 1,742 | 1,715 |
| Cash-flow from investment activities | (2,725) | (6,629) |
| Distribution of dividends | (41,246) | (38,585) |
| Other changes, including those of third parties | 776 | (1,551) |
| Net change in financial payables (excluding the new non-current loans | (34,785) | (25,803) |
| received) | ||
| relating to related parties | 0 | 0 |
| New non-current loans received relating to related parties |
102,800 0 |
28,500 0 |
Net change in current financial receivables 2,102 1,651 relating to related parties 1,988 832 Net change in non-current financial receivables (4,860) (187) Cash-flow from financing activities 24,787 (35,975) Increase (decrease) in cash-flow 95,010 29,522 Opening cash and equivalents 37,533 32,824 Closing cash and equivalents 132,543 62,346
CONSOLIDATED CASH FLOWS STATEMENT (INDIRECT METHOD)
| INTERIM REPORT AS AT 30 SEPTEMBER 2015 |
|---|
EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Structure and contents of the interim condensed consolidated financial statements
The interim report as at 30 September 2015 has been prepared in accordance with the accounting policies and measurement criteria established by the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and adopted by the European Commission according to the procedures in art. 6 of (EC) Regulation 1606/2002 of the European Parliament and Council dated 19 July 2002, while for information and the purposes of this report, reference is made to article 154-ter of the Legislative Decree 58 dated 24 February 1998.
In the "Accounting policies" section, the international accounting principles adopted in the drawing up of the quarterly report as at 30 September 2015 do not differ from those used in the drawing up of the consolidated financial statements as at 31 December 2014, excepted for the amendments and interpretations effective from the 1st January 2015.
For the purposes of the application of IFRS 8 it is noted that the Group operates in the "Distribution of food products for non-domestic catering" sector only.
The sector of the "Distribution of food products for non-domestic catering" is subject to seasonal dynamics mainly linked to the flows of the tourist season, which are more concentrated in the summer months and during which the increase in activities, and therefore in net working capital, historically implies greater cash flows and the consequent increase in the financial requirements.
With regard to performance levels in the third quarter of 2015, see what described in the Directors' Report.
The interim condensed consolidated financial statements as at 30 September 2015 have been prepared on the basis of the cost method except for the derivative financial instruments, which are recorded at fair value.
The consolidated financial statements as at 30 September 2015 show, for comparison purposes, for the Income Statement the figures for the third quarter and progressive figures for 2014 and for the Statement of the Financial Position the figures as at 31 December 2014 and 30 September 2014.
The following classifications have been used:
- "Statement of financial position" by current/non-current items
- "Statement of profit or loss" by nature
- "Cash flows statement" (indirect method)
These classifications are deemed to provide information which is better suited to represent the economic and financial situation of the Group.
The figures are expressed in Euros.
The statements and tables contained in this interim condensed consolidated financial statements are shown in thousand Euros.
The interim report as at 30 September 2015 is not audited.
This report has been prepared using the principles and accounting policies illustrated below.
Consolidation method
Consolidation is made by using the line-by-line method, which consists in recognizing all the items in the assets and liabilities in their entirety. The main consolidation criteria adopted to apply this method are the following:
- Subsidiaries have been consolidated as from the date when control was actually transferred to the Group, and are no longer consolidated as from the date when control was transferred outside the Group.
-
Assets and liabilities, charges and income of the companies consolidated on a line-by-line basis, have been fully entered in the consolidated financial statements; the book value of equity investments has been written off against the corresponding portion of shareholders' equity of the related concerns, by assigning to each single item of the statement of financial position's assets and liabilities, the current value as at the date of acquisition of control (purchase method as defined by IFRS 3, "Business combinations"). Any residual difference, if positive, is entered under "Goodwill" in the assets; if negative, in the income statement.
-
17
- Mutual debt and credit, costs and revenues relationships, between consolidated companies, and the effects of all significant transactions between these companies, have been written off.
- The portions of shareholders' equity and of the results for the period of minority shareholders have been shown separately in the consolidated shareholders' equity and income statement: this holding is determined on the basis of the percentage held in the fair value of the assets and liabilities recorded at the date of original takeover and in the changes in shareholders' equity after this date.
- Subsequently, the profits and losses are attributed to the minority shareholders on the basis of the percentage they hold and the losses are attributed to minorities even if this implies that the minority holdings have a negative balance.
- Changes in the shareholding of the parent company in a subsidiary which do not imply loss of control are accounted as equity transactions.
- If the parent company loses control over a subsidiary, it:
- derecognises the assets (including any goodwill) and liabilities of the subsidiary,
- derecognises the carrying amount of any non-controlling interest,
- derecognises the cumulative translation differences recorded in equity,
- recognises the fair value of the consideration received,
- recognises the fair value of any investment retained,
- recognises any surplus or deficit in the profit and loss,
- re-classifies the parent's share of components previously recognised in other comprehensive income to profit and loss or retained earnings, as appropriate.
Scope of Consolidation
The interim condensed consolidated financial statements as at 30 September 2015 include the financial statements of the Parent Company MARR S.p.A. and those of the companies it either directly or indirectly controls.
Control is achieved when the Group is exposed or has the right to variable performance levels, deriving from its own relations with the entity involved in the investment and, simultaneously, has the capacity to affect these performance levels by exercising its power over the entity. Specifically, the Group controls a subsidiary if, and only if, the Group has:
· the power over the entity involved in the investment (or has valid rights conferring upon it the current capacity to manage the significant activities of the entity being invested in);
· exposure or the right to variable performance levels deriving from relations with the entity being invested in;
· the capacity to exercise its own power over the entity being invested in terms of affecting the amount deriving from its performance.
There is a general assumption that the majority of voting rights implies control. In support of this assumption and when the Group possesses less than the majority of the voting (or similar) rights, the Group considers all the significant facts and circumstances to establish whether it controls the entity being invested in, including:
· contractual agreements with other owners of voting rights;
- · rights deriving from contractual agreements;
- · voting rights and potential voting rights of the Group.
The Group reconsiders whether it has control over a subsidiary or not if the facts and circumstances indicate that there have been changes in one or more of the significant elements defining control.
The complete list of subsidiaries included in the scope of consolidation as at 30 September 2015, with an indication of the method of consolidation, is reported in the Marr Group organisation. The consolidated financial statements have been prepared on the basis of the financial statements as at 30 September 2015 prepared by the subsidiaries included in the scope of consolidation and adjusted, if necessary, in order to align them to the accounting Group policies and classification criteria, in accordance with IFRS.
As at 30 September 2015, the scope of consolidation differs from that at 31 December 2014 due to the purchase, finalised by the subsidiary New Catering S.r.l. on 1st June 2015, of the 100% of the shares of the company Sama S.r.l..
Corporate aggregations realised
It must be seen that on 1 June 2015 100% of the shares of Sama S.r.l., a company specialised in the distribution of food products to bars and quick service and operating in Zola Predosa (Bologna), has been purchased by New Catering S.r.l..
The operation has the following effects:
| Purchase consideration | (€thousand) |
|---|---|
| Total purchase consideration | 1,703 |
| - Fair value of the net assets identifiable | 327 |
| Goodwill | 1,376 |
The cost of aggregation has been determined on the basis of the accounting values reported in the acquisition agreement. The details of the provisional net assets acquired and goodwill are as follows.
| (€thousand) | Fair value of the acquired assets and liabilities |
Provisionally book value of acquired company |
|---|---|---|
| Tangible and intangible assets | 206 | 206 |
| Inventories | 293 | 293 |
| Other current assets | 10 | 10 |
| Payables to personnel and social security institutions Payables to sale agents and provision for supplementary client |
(88) | (88) |
| severance indemnity | (141) | (94) |
| Fair value of net identifiable assets | 280 | 327 |
The goodwill attributed to the purchase is justified by the strategic importance of the going concern purchased, as it enables the Group to consolidate its market position in the distribution of food products in the bar segment, with specific reference to the areas around Bologna, Modena and Reggio Emilia.
The price paid in the year half-year for this acquisition amounts to 1,024 thousand Euros.
Accounting policies
The criteria for assessment used for the purpose of predisposing the consolidated accounts up for the quarter closed on 30 September 2015 do not differ from those used for the drafting of the consolidated financial statements as at 31 December 2014, with the exception of the accounting principles, amendments and interpretations applicable as from 1st January 2015, that in any case are not affecting the current interim report of the Group.
Modifications to IAS 19 Employee benefits: Contributions by employees. IAS 19 requires that an entity must consider the contributions by employees or third parties when recording the defined benefits plans in the accounts. When the contributions are linked to the performance of a service, they should be attributed to the period of service as negative benefits. The modification clarifies that, if the amount of contributions is independent of the number of years service, the entity is allowed to record these contributions as a reduction in the cost of the service in the period in which the service is performed rather than allocate the contributions to the service periods. This modification is effective for business years starting on 1st July 2014 or later.
The following are some improvements (annual improvements to IFRS: 2010-2012 cycle and 2011-2013 cycle) in force from 1 July 2014, which did not however have any effect on these Interim Condensed Group Financial Statements:
- IFRS 2 Payments based on shares: This review is applied prospectively and clarifies various points linked to the definition of the conditions for the achievement of results and services, which represent the conditions for accrual.
-
IFRS 3 Corporate aggregations: This change is applied prospectively and clarifies that all the agreements concerning potential payments classified as liabilities (or assets) deriving from a corporate aggregation must be subsequently measured at fair value with a counterparty in the income statement whether they are within the scope of IFRS 9 (or IAS 39, as the case may be) or not.
-
IFRS 8 Operating sectors: This change is applied retrospectively and clarifies that: an entity should provide information on the evaluations made by the management in applying the criteria for aggregation of which in paragraph 12 of IFRS 8, including a brief description of the operating sectors that have been aggregated and the economic characteristics used to define whether the sectors are "similar"; - a reconciliation of the sector activities with the overall activities need be provided only if the reconciliation is submitted before a higher decision-making authority, as required for the sector liabilities. It must be pointed out that the Group operates within a single sector.
- IAS 16 Buildings, plants and machinery and IAS 38 Intangible assets: This change is applied retrospectively and clarifies that in IAS 16 and IAS 38, an asset may be revalued with reference to observable data both by adjusting the gross accountable value of the asset to the market value and determining the market value of the accountable value and adjusting the gross accountable value proportionately so that the accountable value is the same as the market value. Furthermore, the accrued amortization is the difference between the gross accountable value and the accountable value of the asset. This change is not applicable within the Group for the period in question.
- IAS 24 Information in the financial statements on operations with related parties: This change is applied retrospectively and clarifies that a management entity (an entity that provides key management personnel services) is a related party subject to the related party disclosures. In addition, an entity that uses a management entity is required to disclose the expenses incurred for management service. This change is not significant for the Group.
- IFRS 3 Corporate aggregations: This change is applied prospectively and, as regards exclusion from the scope of IFRS 3, clarifies that: - not only are joint ventures beyond the scope of IFRS 3, but joint arrangements are as well; - this exclusion from the scope is applied only to the accounts of the joint arrangement in question. This change is not significant for the Group and its subsidiaries.
- IFRS 13 Evaluation at fair value: This change is applied prospectively and clarifies that the portfolio exception provided by IFRS 13 can be applied not only to financial assets and liabilities, but also to the other contracts within the scope of IFRS 9 (or IAS 39, as the case may be). This change does not affect the Group financial statements.
- IAS 40 Property investments: The description of additional services in IAS 40 differentiates between property investments and properties for use by the proprietor (for example: buildings, plants and machinery). The change is applied prospectively and clarifies that in defining whether an operation represents the purchase of an asset or a corporate aggregations, IFRS 3 must be used and not the description of the additional services in IAS 40. This case has not arisen within the Group.
Please also note that there are some accounting principles and interpretation which were already issued but not yet in force.
- IFRS 9 Financial instruments. In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments, which reflects all the phases of the project concerning financial instruments and replaces IAS 39, Financial Instruments: Recording and assessment, and all previous versions of IFRS 9. The principle introduces new requirements for classification, assessment, loss of value and hedge accounting. IFRS 9 is effective for business years starting on 1 January 2018 or later.
- IFRS 15 Revenues deriving from contracts with customers. This IFRS was issued in May 2014 and introduces a new five-phase model to be applied to revenues from customer contracts. IFRS 15 provides that revenues be recorded for an amount reflecting the payment the entity deems to have the right to in exchange for the transfer of goods or services to the customer. The principle gives a more structured approach for recording and assessing revenues, replacing all the current requirements in the other IFRS on the recognition of revenues. IFRS 15 is effective for business years starting on 1st January 2017 or later, with full or modified retrospective application. Advance application is also allowed. The Group does not expect any significant impact from the application of this principle.
- Modifications to IFRS 11 Joint control agreements: Purchase of a holding. These modifications require that a joint operator which records the acquisition of a holding in a joint control agreement in the accounts, the activities of which represent a business, must apply the significant principles of IFRS 3 concerning the accounting of corporate aggregations. The modifications also clarify that, in the case of joint control being maintained, the holding previously held in a joint control agreement shall not be the subject of re-measurement at the time at which an additional holding is purchased. Furthermore, an exclusion to the scope of IFRS 11 has been added, in order to clarify that the modifications shall not be applicable when all the parties sharing control, including the entity which draws up the financial statements, are subjected to the common control of the same controlling entity. The modifications are applicable to both the purchase of the initial holding in a joint control agreement
and the purchase of any additional holdings in the same joint control agreement. The modifications must be applied prospectively for business years starting on 1st January 2016 or later, and their advance application is allowed.
- Modifications to IAS 16 and IAS 38: Clarification on the admissible methods of amortization. These modifications clarify the principle contained in IAS 16 and in IAS 38: the revenues reflect a model of economic benefits generated by the management of a business (of which the activity is part), rather than the economic benefits consumed by using the asset in question. It follows that a method based on revenues cannot be used for the amortization of buildings, plant and machinery and could only be used in very limited circumstances for the amortization of intangible assets. The modifications must be applied prospectively for business years starting on 1st January 2016 or later, and their advance application is allowed.
- Modifications to IAS 27: Net equity method in the separate financial statements. The modifications will enable the entity to use the net equity method to record the holdings in subsidiaries, joint ventures and associates in its own separate financial statements. The entities which are already applying the IFRS and decide to modify the criterion for recording in the accounts by changing to the net equity method in their own separate financial statements must apply the change retrospectively. The modifications are effective for business years starting on 1 January 2016 or later, and their advance application is allowed.
- Modifications to IAS 1: Initiative on the informative note to the financial statements. The modifications are aimed at introducing clarifications into IAS 1 in order to deal with some elements that are perceived as limitations to the use of judgement by those who draw up the financial statements. These modifications are applicable for business years starting on 1st January 2016 or later.
- Modifications to IFRS 10 and IAS 28: sale or conferment of an asset between an investor and one of their associates or joint ventures. The modification is aimed at removing the conflict between the requirements of IAS 28 and IFRS 10 and clarifies that in a transaction involving an associate or joint venture, the extent to which it is possible to record a profit or loss depends on whether the asset involved in the sale or conferment is a business or not. The modification is applicable for business years starting on 1st January 2016 or later.
Lastly, some enhancements have been issued to acknowledge the modifications to the principles in the framework of their annual enhancement, concentrating on the necessary, but not urgent, modifications. The main modifications concern the following principles:
- IFRS 5, introduces a clarification for cases in which the method of transfer of an asset changes, reclassifying the latter from held for sale to held for distribution;
- IFRS 7, clarifies if and when contract services constitute continuous involvement for informative purposes;
- IAS 19, clarifies that the currency of the securities used as reference in estimating the discount rate must be the same as that in which the benefits will be paid out;
- IAS 34, clarifies the meaning of "elsewhere" in cross referencing.
Main estimates adopted by management and discretional assessments
The figures herein are partly derived from estimates and assumptions made by the top Management, variations in which are currently unpredictable and could affect the economic and equity situation of the Group. These estimates do not differ significantly from those usually used in the drafting of annual and consolidated accounts.
Comments on the main items of the consolidated income statement
| (€thousand) | 3rd quarter | 3rd quarter | 30.09.15 | 30.09.14 |
|---|---|---|---|---|
| 2015 | 2014 | (9 months) | (9 months) | |
| Net revenues from sales - Goods | 442,584 | 423,834 | 1,120,960 | 1,084,263 |
| Revenues from Services | 107 | 79 | 206 | 3,798 |
| Other revenues from sales | 2 | 3 | 6 | 117 |
| Advisory services to third parties | 25 | 31 | 68 | 55 |
| Manufacturing on behalf of third parties | 18 | 14 | 30 | 28 |
| Rent income (typical management) | 11 | 5 | 32 | 42 |
| Other services | 591 | 585 | 1,795 | 1,982 |
| Total revenues | 443,338 | 424,551 | 1,123,097 | 1,090,285 |
1. Revenues
For a comment on the trend of the revenues from sales see the Directors' Report on management performance.
We point out that the decrease of revenues from services in the nine months is related to the first quarter of Alisea, which was deconsolidated as of 31 March 2014.
The breakdown of the revenues from sales of goods and from services by geographical area is as follows:
| (€thousand) | 3rd quarter | 3rd quarter | 30.09.15 | 30.09.14 |
|---|---|---|---|---|
| 2015 | 2014 | (9 months) | (9 months) | |
| Italy | 416,035 | 395,204 | 1,035,583 | 1,008,990 |
| European Union | 18,344 | 21,766 | 63,909 | 60,562 |
| Extra-EU countries | 8,959 | 7,581 | 23,605 | 20,733 |
| Total | 443,338 | 424,551 | 1,123,097 | 1,090,285 |
2. Other revenues
The Other revenues are broken down as follows:
| (€thousand) | 3rd quarter 2015 |
3rd quarter 2014 |
30.09.15 (9 months) |
30.09.14 (9 months) |
|---|---|---|---|---|
| Contributions from suppliers and others | 11,006 | 9,883 | 27,975 | 24,516 |
| Other Sundry earnings and proceeds | 101 | 269 | 543 | 872 |
| Reimbursement for damages suffered | 178 | 598 | 406 | 1,448 |
| Reimbursement of expenses incurred | 199 | 387 | 627 | 837 |
| Recovery of legal taxes | 16 | 6 | 35 | 37 |
| Capital gains on disposal of assets | 18 | 50 | 61 | 93 |
| Total other revenues | 11,518 | 11,193 | 29,647 | 27,803 |
The "Contributions from suppliers and others" consist mainly of contributions obtained from suppliers for the commercial promotion of their products with our customers. Their increase is mainly linked to the re-confirmation of the ability of the company in managing relations with its suppliers.
Furthermore, in the year 2015, following the centralisation of supplier deliveries on logistical platforms rather than at the single MARR branches as in the past, the contributions from suppliers also included approximately 2.1 million Euros (0.9 million Euros in the third quarter) in logistical payments charged to suppliers, as MARR has undertaken the costs of internal distribution from the logistical platforms to the branches.
EXPLANATORY NOTES
3. Purchase of goods for resale and consumables
This item is composed of:
| (€thousand) | 3rd quarter 2015 |
3rd quarter 2014 |
30.09.15 (9 months) |
30.09.14 (9 months) |
|---|---|---|---|---|
| Purchase of goods | 317,804 | 312,950 | 892,747 | 869,539 |
| Purchase of packages and packing material | 1,221 | 1,124 | 3,152 | 3,017 |
| Purchase of stationery and printed paper | 222 | 225 | 634 | 627 |
| Purchase of promotional and sales materials and catalogues | 20 | 33 | 132 | 113 |
| Purchase of various materials | 215 | 129 | 421 | 349 |
| Discounts and rebates from suppliers | (205) | (115) | (392) | (225) |
| Fuel for industrial motor vehicles and cars | 81 | 89 | 221 | 261 |
| Total purchase of goods for resale and consumables | 319,358 | 314,435 | 896,915 | 873,681 |
For a comment on the trend of the purchase cost of the goods, see the Directors' Report on the cost of sales.
4. Personnel costs
As at 30 September 2015 the item amounts to 27,098 thousand Euros (28,406 thousand Euros as at 30 September 2014) and includes all expenses for employed personnel, including holiday and additional monthly salaries as well as related social security charges, in addition to the severance provision and other costs provided contractually.
These costs amounted to 8,965 thousand Euros in the third quarter of 2015, a decrease compared to 9,091 thousand Euros in the same period of 2014, despite the management of the Sama going concern since 1 June last, and was due to the confirmed policies of careful resource management.
In the nine months the item shows a decrease related to the deconsolidation effective from 31 March 2014 of the company Alisea (1,057 thousand Euros in the first quarter of 2014).
5. Amortizations, depreciations and write-downs
| (€thousand) | 3rd quarter | 3rd quarter | 30.09.15 | 30.09.14 |
|---|---|---|---|---|
| 2015 | 2014 | (9 months) | (9 months) | |
| Depreciation of tangible assets | 1,240 | 1,233 | 3,584 | 3,512 |
| Amortization of intangible assets | 47 | 41 | 131 | 103 |
| Provisions and write-downs | 3,574 | 3,553 | 8,711 | 8,303 |
| Total amortization and depreciation | 4,861 | 4,827 | 12,426 | 11,918 |
We point out that the item "Provision and write-downs" as at 30 September 2015 refers for 8,414 thousand Euros (8,015 thousand Euro as at 30 September 2014) to the provision for bad debts.
The details of the "Other operating costs" are as follows:
| (€thousand) | 3rd quarter | 3rd quarter | 30.09.15 | 30.09.14 |
|---|---|---|---|---|
| 2015 | 2014 | (9 months) | (9 months) | |
| Operating costs for services | 50,900 | 48,467 | 128,120 | 128,912 |
| Operating costs for leases and rentals | 2,373 | 2,298 | 6,813 | 6,951 |
| Operating costs for other operating charges | 391 | 485 | 1,477 | 1,409 |
| Total other operating costs | 53,664 | 51,250 | 136,410 | 137,272 |
In the nine months the operating costs for services mainly include the following items: sale expenses, distribution and logistic costs of our products for 107,285 thousand Euros (106,745 thousand Euros in 2014), processing by third parties and other technical and logistic services for 4,681 thousand Euros (4,384 thousand Euros in 2014), costs for utilities for 7,480 thousand Euros (7,609 thousand Euros in 2014), G&A costs for 5,784 thousand Euros (5,546 thousand Euros in 2014), and maintenance costs for 2,890 thousand Euros (2,753 thousand Euros in 2014).
In the quarter the detail of the main items of operating costs is the following: sale expenses, distribution and logistic costs of our products for 43,192 thousand Euros (40,121 thousand Euros in 2014), processing by third parties and other technical and logistic services for 1,781 thousand Euros (1,670 thousand Euros in 2014), costs for utilities for 2,962 thousand Euros (2,990 thousand Euros in 2014), G&A costs for 1,918 thousand Euros (2,231 thousand Euros in 2014), and maintenance costs for 1,046 thousand Euros (895 thousand Euros in 2014).
Costs for leases and rentals concern the rental fees for industrial buildings and amount to a total of 6,351 thousand Euros (6,276 thousand Euros as at 30 September 2014). The decrease in the nine months compared to the same period of the previous business year is manly linked to the lease of the "Lelli" going concern, purchased from Prass Italia S.r.l. in May 2014, net of the increased property lease fees for the warehouse in Zola Predosa and consequent to the purchase of the company Sama S.r.l. on 1 June 2015.
Furthermore, it should be pointed out that the item "Lease of industrial buildings" includes, for 501 thousand Euros, the rental fees paid to the associate companies Le Cupole S.r.l. of Castelvetro (MO) for the rental of the property in which the branch MARR Uno carries out its activities (Via Spagna 20 – Rimini).
The operating costs for other operating charges mainly include the following items: "other indirect duties, taxes and similar costs" for 757 thousand Euros, "local council duties and taxes" for 232 thousand Euros and "expenses for credit recovery" for 207 thousand Euros.
7. Financial income and charges
The following are details of the main items under "Financial income and expenses":
| (€thousand) | 3rd quarter 2015 |
3rd quarter 2014 |
30.09.15 (9 months) |
30.09.14 (9 months) |
|---|---|---|---|---|
| Financial charges | 2,087 | 2,646 | 7,021 | 8,632 |
| Financial income | (500) | (518) | (1,298) | (1,705) |
| Foreign exchange (gains)/losses | (79) | 408 | 144 | 497 |
| Total financial (income) and charges | 1,508 | 2,536 | 5,867 | 7,424 |
The net effect of foreign exchange mainly reflects the performance of the Euro compared to the US dollar, which is the currency for imports from non-EU countries.
The decrease in financial charges in the nine months compared to the same period in 2014, as well as commented in the Report of the Directors, has benefited from a positive trend in interest rates which led to a reduction in the cost of money.
8. Income from investments disposal
The item, amounting to 1,742 thousand Euros, represents the balance of the price of the sale – which occurred on 31 March 2014 – by MARR of the shareholding in Alisea.
This price quota was subordinate to the realisation of a suspensive condition concerning the definitive awarding of significant catering services under tender, which occurred in the last ten days of July 2015. The income was therefore accounted entirely during the third quarter.
9. Taxes
| (€thousand) | 3rd quarter 2015 |
3rd quarter 2014 |
30.09.15 (9 months) |
30.09.14 (9 months) |
|---|---|---|---|---|
| Ires-Ires charge transferred to Parent Company | 8,961 | 9,199 | 19,360 | 19,071 |
| Irap | 1,696 | 1,529 | 3,582 | 3,707 |
| Reimboursement for taxes of previouse years | (77) | 0 | (77) | 0 |
| Net provision for deferred tax liabilities | 248 | (567) | (356) | (1,027) |
| Total taxes | 10,828 | 10,161 | 22,509 | 21,751 |
10. Earnings per share
The following table is the calculation of the basic and diluted Earnings:
| (Euros) | 3rd quarter | 3rd quarter | 30.09.15 | 30.09.14 |
|---|---|---|---|---|
| 2015 | 2014 | (9 months) | (9 months) | |
| Basic Earnings Per Share | 0.38 | 0.32 | 0.74 | 0.66 |
| Diluted Eaenings Per Share | 0.38 | 0.32 | 0.74 | 0.66 |
It must be pointed out that the calculation is based on the following data:
Earnings:
| (€thousand) | 3rd quarter | 3rd quarter | 30.09.15 | 30.09.14 |
|---|---|---|---|---|
| 2015 | 2014 | (9 months) | (9 months) | |
| Profit for the period | 25,278 | 21,153 | 48,918 | 43,583 |
| Minority interests | 0 | 0 | 0 | 0 |
| Profit used to determine basic and diluted earnings per share | 25,278 | 21,153 | 48,918 | 43,583 |
| Number of shares: |
| (number of shares) | 3rd quarter 2015 |
3rd quarter 2014 |
30.09.15 (9 months) |
30.09.14 (9 months) |
|---|---|---|---|---|
| Weighted average number of ordinary shares used to determine basic earning per share |
66,525,120 | 66,525,120 | 66,525,120 | 66,525,120 |
| Adjustments for share options | 0 | 0 | 0 | 0 |
| Weighted average number of ordinary shares used to determine diluted earning per share |
66,525,120 | 66,525,120 | 66,525,120 | 66,525,120 |
11. Other profits/losses
- effective part of the operations for: hedging interest rates related to variable rate loans existing at the date; hedging exchange risk rate related to the bond in US dollars closed with an operation of private placement in the month of July 2013; effective part of the term exchange purchase transactions carried out to hedge the underlying goods purchasing operations. The value indicated, amounting to a total profit of 780 thousand Euros in the first nine months of 2015 (-1,097 thousand Euros in the same period of 2014), is shown net of the taxation effect (that amounts to approximately 296 thousand Euros as at 30 September 2015). The effect of this transaction on the third quarter was of a net profit of 272 thousand Euros (-441 thousand Euros in 2014).
According to the IFRS these profits/losses have been entered in the net equity and highlighted (according to IAS 1 revised, in force from 1st January 2009) in the consolidated comprehensive income statement.
° ° °
Rimini, 13 November 2015
The Chairman of the Board of Directors
Ugo Ravanelli
STATEMENT BY THE RESPONSIBLE FOR THE DRAFTING OF CORPORATE ACCOUNTING DOCUMENTS PURSUANT TO ART. 154-BIS PARAGRAPH 2 OF LEGISLATIVE DECREE 58 DATED 24 FEBRUARY 1998
The manager responsible for preparing the company's financial reports, Antonio Tiso, declares, pursuant to paragraph 2 of Article 154-bis of the Consolidated Law on Finance, that the accounting information contained in this interim report corresponds to the document results, books and accounting records.
Rimini, 13 November 2015
Antonio Tiso Manager responsible for the drafting of corporate accounting documents