Annual / Quarterly Financial Statement • Apr 17, 2018
Annual / Quarterly Financial Statement
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| Chairman | Giuseppe Saleri |
|---|---|
| Vice Chairman | Cinzia Saleri |
| Vice Chairman | Ettore Saleri |
| Vice Chairman | Roberta Forzanini |
| Chief Executive Officer | Pietro Iotti |
| Director | Gianluca Beschi |
| Director (*) | Renato Camodeca |
| Director (*) | Giuseppe Cavalli |
| Director (*) | Fausto Gardoni |
| Director (*) | Anna Pendoli |
| Director (*) | Nicla Picchi |
| Director | Alessandro Potestà |
(*) Independent directors
| Chairman | Antonio Passantino |
|---|---|
| Statutory Auditor | Luisa Anselmi |
| Statutory Auditor | Enrico Broli |
Deloitte & Touche S.p.A.
| (in €) | NOTES | 31/12/2017 | 31/12/2016 |
|---|---|---|---|
| ASSETS | |||
| NON-CURRENT ASSETS | |||
| Property, plant and equipment | 1 | 31,610,510 | 31,092,204 |
| Investment property | 2 | 1,453,564 | 1,645,412 |
| Intangible assets | 3 | 3,370,260 | 3,095,000 |
| Equity investments | 4 | 49,451,811 | 50,098,459 |
| Non-current financial assets | 5 | 1,847,639 | 2,137,353 |
| of which from related parties - |
36 | 1,667,639 | 1,897,353 |
| Non-current receivables | 19,871 | 11,621 | |
| Deferred tax assets | 21 | 3,455,483 | 3,315,263 |
| Total non-current assets | 91,209,138 | 91,395,312 | |
| CURRENT ASSETS | |||
| Inventories | 6 | 24,768,927 | 23,492,840 |
| Trade receivables | 7 | 31,154,012 | 27,465,436 |
| of which from related parties - |
36 | 1,208,883 | 1,191,581 |
| Tax receivables | 8 | 2,229,708 | 2,477,294 |
| of which from related parties - |
36 | 1,083,666 | 1,083,666 |
| Other current receivables | 9 | 721,529 | 1,039,324 |
| Current financial assets | 10 | 1,067,429 | 1,060,000 |
| of which from related parties - |
36 | 1,000,000 | 1,000,000 |
| Cash and cash equivalents | 11 | 2,696,664 | 1,796,980 |
| Total current assets | 62,638,269 | 57,331,874 | |
| ASSETS HELD FOR SALE | 0 | 0 | |
| TOTAL ASSETS | 153,847,407 | 148,727,186 | |
| SHAREHOLDERS' EQUITY AND LIABILITIES | |||
| SHAREHOLDERS' EQUITY | |||
| Share capital | 12 | 11,533,450 | 11,533,450 |
| Retained earnings, other reserves | 72,552,367 | 77,530,764 | |
| Profit for the year | 8,001,327 | 2,459,688 | |
| Total shareholders' equity | 92,087,144 | 91,523,902 | |
| NON-CURRENT LIABILITIES | |||
| Loans | 14 | 16,297,969 | 17,281,379 |
| Other financial liabilities Post-employment benefit and retirement reserves |
15 16 |
180,000 2,199,523 |
240,000 2,435,538 |
| Provisions for risks and charges | 17 | 369,482 | 322,979 |
| Deferred tax liabilities | 21 | 67,983 | 129,289 |
| Total non-current liabilities | 19,114,957 | 20,409,185 | |
| CURRENT LIABILITIES | |||
| Loans of which from related parties - |
14 36 |
18,927,558 2,100,000 |
14,054,604 0 |
| Other financial liabilities | 15 | 74,849 | 298,161 |
| Trade payables | 18 | 16,569,390 | 16,010,381 |
| of which from related parties - |
36 | 509,631 | 104,142 |
| Tax payables | 19 | 623,013 | 641,944 |
| Other payables | 20 | 6,450,496 | 5,789,009 |
| Total current liabilities | 42,645,306 | 36,794,099 | |
| LIABILITIES HELD FOR SALE | 0 | 0 |
| NOTES | 2017 | 2016 | |
|---|---|---|---|
| (in €) | |||
| INCOME STATEMENT COMPONENTS | |||
| OPERATING REVENUE AND INCOME | |||
| Revenue | 23 | 115,687,029 | 101,523,407 |
| of which from related parties - |
36 | 10,238,606 | 6,680,209 |
| Other income | 24 | 2,647,542 | 2,278,649 |
| Total operating revenue and income | 118,334,571 | 103,802,056 | |
| OPERATING COSTS | |||
| Materials | 25 | (46,554,625) | (36,875,454) |
| Change in inventories | 1,276,087 | (1,182,000) | |
| Services | 26 | (27,603,637) | (26,031,824) |
| 36 | |||
| of which by related parties - Payroll costs |
27 | (3,966,399) (28,734,310) |
(4,151,074) (26,382,450) |
| Other operating costs | 28 | (715,296) | (647,178) |
| Costs for capitalised in-house work | 1,474,322 | 841,526 | |
| Total operating costs | (100,857,459) | (90,277,380) | |
| OPERATING PROFIT BEFORE DEPRECIATION AND | |||
| AMORTISATION, | |||
| CAPITAL GAINS/LOSSES, WRITE-DOWNS/WRITE-BACKS | |||
| OF NON-CURRENT ASSETS | 17,477,112 | 13,524,676 | |
| Depreciations and amortisation | 1,2,3 | (8,843,617) | (9,020,829) |
| Capital gains/(losses) on disposals of non-current assets | 97,873 | 87,113 | |
| Write-downs/write-backs of non-current assets | 29 | (681,628) | (521,021) |
| 36 | |||
| of which by related parties - |
(681,628) | (521,021) | |
| EBIT | 8,049,740 | 4,069,939 | |
| Financial income | 88,754 | 84,559 | |
| Financial expenses | 30 | (482,136) | (512,872) |
| Exchange rate gains and losses | 31 | (88,145) | (48,356) |
| Profits and losses from equity investments | 32 | 1,503,354 | 0 |
| PROFIT BEFORE TAXES | 9,071,567 | 3,593,270 | |
| Income tax | 33 | (1,070,240) | (1,133,582) |
| PROFIT FOR THE YEAR | 8,001,327 | 2,459,688 |
| 2017 | 2016 | |
|---|---|---|
| (in €) | ||
| PROFIT FOR THE YEAR | 8,001,327 | 2,459,688 |
| Total profits/losses that will not be subsequently | ||
| reclassified under profit (loss) for the year | ||
| Actuarial post-employment benefit reserve evaluation | 73,372 | (35,894) |
| Tax effect | (17,609) | 8,615 |
| Total other profits/(losses) net of taxes for the year | 55,763 | (27,279) |
| TOTAL PROFIT | 8,057,090 | 2,432,409 |
| (€/000) | Share Capital |
Share premium reserve |
Legal reserve |
Treasury shares |
Actuarial post employment benefit reserve evaluation |
Other reserves |
Profit for the year |
Total shareholders' equity |
|---|---|---|---|---|---|---|---|---|
| Balance at 31 Dec 2015 | 11,533 | 10,002 | 2,307 | (723) | (506) | 67,979 | 5,642 | 96,234 |
| Allocation of 2015 profit - dividends paid out - to reserve Purchase of treasury shares Total profit at 31 Dec 2016 |
(1,676) | (27) | 175 | (5,467) (175) 2,460 |
(5,467) (1,676) 2,433 |
|||
| Balance at 31 Dec 2016 | 11,533 | 10,002 | 2,307 | (2,399) | (533) | 68,154 | 2,460 | 91,524 |
| 2017 dividend payment Purchase of treasury shares Total profit at 31 Dec 2017 |
(2,110) | 56 | (2,924) | (2,460) 8,001 |
(5,384) (2,110) 8,057 |
|||
| Balance at 31 Dec 2017 | 11,533 | 10,002 | 2,307 | (4,509) | (477) | 65,230 | 8,001 | 92,087 |
| (€/000) | 2017 FY | 2016 FY |
|---|---|---|
| Cash and cash equivalents at beginning of year | 1,797 | 1,090 |
| Profit for the year | 8,001 | 2,460 |
| Adjustments for: | ||
| - Depreciation and amortisation | 8,844 | 9,021 |
| - Realised gains | (98) | (87) |
| - Write-downs/write-backs of non-current assets | 622 | 521 |
| - Profits and losses from equity investments | (1,503) | |
| - Net financial income and expenses | 393 | 428 |
| - Non-monetary foreign exchange differences | 23 | (60) |
| - Income tax | 1,070 | 1,133 |
| Change in post-employment benefit reserve | (263) | (131) |
| Change in risk provisions | 47 | (3) |
| Change in trade receivables | (3,689) | 5,405 |
| Change in inventories | (1,276) | 1,182 |
| Change in trade payables | 559 | (2,192) |
| Change in net working capital | (4,406) | 4,395 |
| Change in other receivables and payables, deferred tax | 830 | 367 |
| Payment of taxes | (847) | (2450) |
| Payment of financial expenses | (456) | (474) |
| Collection of financial income | 89 | 85 |
| Cash flow from operations | 12,554 | 15,205 |
| Investments in non-current assets | ||
| - intangible | (1,099) | (735) |
| - tangible | (8,670) | (7,298) |
| - financial | - | (4,800) |
| Disposal of non-current assets | 449 | 242 |
| Cash flow absorbed by investments | (9,319) | (12,591) |
| Repayment of loans | (10,607) | (19,077) |
| Raising of loans | 14,273 | 24,243 |
| Change in financial assets | (7) | 69 |
| Sale of treasury shares | (2,110) | (1,675) |
| Payment of dividends | (5,384) | (5,467) |
| Collection of dividends | 1,500 | - |
| Cash flow absorbed by financing activities | (2,335) | (1,907) |
| Total financial flows | 900 | 707 |
| Cash and cash equivalents at end of year (Note 11) | 2,697 | 1,797 |
| Net current financial debt | 15,239 | 11,496 |
| Non-current financial debt | 16,478 | 17,521 |
| Net financial debt (Note 22) | 31,717 | 29,017 |
The separate financial statements of Sabaf S.p.A. for the financial year 2017 have been prepared in compliance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and adopted by the European Union. Reference to IFRS also includes all current International Accounting Standards (IAS).
The separate financial statements are drawn up in euro, which is the currency in the economy in which the Company operates. The income statement, the comprehensive income statement and the statement of financial position schedules are prepared in euro, while the cash flow statement, the statement of changes in shareholders' equity and the values reported in the explanatory notes are in thousands of euro.
The financial statements have been prepared on a historical cost basis except for some revaluations of property, plant and equipment undertaken in previous years, and are considered a going concern. The Company assessed that it is a going concern (as defined by paragraphs 25 and 26 of IAS 1), also due to the strong competitive position, high profitability and solidity of the financial structure.
Sabaf S.p.A., as the Parent Company, also prepared the consolidated financial statements of the Sabaf Group at 31 December 2017.
The Company has adopted the following formats:
Use of these formats permits the most meaningful representation of the Company's capital, business and financial status.
The accounting standards and policies applied for the preparation of the separate financial statements at 31 December 2017, unchanged versus the previous year, are shown below:
These are recorded at purchase or manufacturing cost. The cost includes directly chargeable ancillary costs. These costs also include revaluations undertaken in the past based on monetary revaluation rules or pursuant to company mergers.
Depreciation is calculated according to rates deemed appropriate to spread the carrying value of tangible assets over their useful working life. Estimated useful working life, in years, is as follows:
| Buildings | 33 |
|---|---|
| Light constructions | 10 |
| General plant | 10 |
| Specific plant and machinery | 6 – 10 |
| Equipment | 4 |
| Furniture | 8 |
| Electronic equipment | 5 |
| Vehicles and other transport means | 5 |
Ordinary maintenance costs are expensed in the year in which they are incurred; costs that increase the asset value or useful working life are capitalised and depreciated according to the residual possibility of utilisation of the assets to which they refer.
Land is not depreciated.
Investment property is valued at cost, including revaluations undertaken in the past based on monetary revaluation rules or pursuant to company mergers.
The depreciation is calculated based on the estimated useful life, considered to be 33 years.
If the recoverable amount of the investment property – determined based on the market value of the properties – is estimated to be lower than its carrying value, the asset's carrying value is reduced to the lower recoverable amount, recognising impairment of value in the income statement.
When there is no longer any reason for a write-down to be maintained, the carrying value of the asset (or of the cash-generating unit) is increased to the new value stemming from the estimate of its recoverable value – but not beyond the net carrying value that the asset would have had if it had not been written down for impairment of value. Reversal of impairment loss is recognised in the income statement.
As established by IAS 38, intangible assets acquired or internally produced are recognised as assets when it is probable that use of the asset will generate future economic benefits and when asset cost can be measured reliably. If it is considered that these future economic benefits will not be generated, the development costs are written down in the year in which this is ascertained.
Such assets are measured at purchase or production cost and - if the assets concerned have a finite useful life - are amortised on a straight-line basis over their estimated useful life.
The useful life of projects for which development costs are capitalised is estimated to be 10 years.
The SAP management system is amortised over five years.
Equity investments not classified as held for sale are booked at cost, reduced for impairment. Non-current receivables are stated at their presumed realisable value.
At each end of the reporting period, Sabaf S.p.A. reviews the carrying value of its property, plant and equipment, intangible assets and equity investments to determine whether there are signs of impairment of the value of these assets. If there is any such indication, the recoverable amount of said assets is estimated so as to determine the total of the write-down. If it is not possible to estimate the recoverable value individually, the Company estimates the recoverable value of the cash generating unit (CGU) to which the asset belongs. In particular, the recoverable value of the cash generating units (which generally coincide with the legal entity to which the capitalised assets refer) is verified by determining the value of use. The recoverable amount is the higher of the net selling price and value of use. In measuring the value of use, future cash flows net of taxes, estimated based on past experience, are discounted to their present value using a pre-tax rate that reflects fair market valuations of the present cost of money and specific asset risk. The main assumptions used for calculating the value of use concern the discount rate, growth rate, expected changes in selling prices and cost trends during the period used for the calculation. The growth rates adopted are based on future market expectations in the relevant sector. Changes in the sales prices are based on past experience and on the expected future changes in the market. The Company prepares operating cash flow forecasts based on the most recent budgets approved by the Boards of Directors of the investees, draws up four-year forecasts and determines the terminal value (current value of perpetual income), which expresses the medium and long term operating flows in the specific sector.
Furthermore, the Company checks the recoverable value of its investees at least once a year when the separate financial statements are prepared.
If the recoverable amount of an asset (or CGU) is estimated to be lower than its carrying value, the asset's carrying value is reduced to the lower recoverable amount, recognising impairment of value in the income statement.
When there is no longer any reason for a write-down to be maintained, the carrying value of the asset (or of the cash-generating unit) is increased to the new value stemming from the estimate of its recoverable value – but not beyond the net carrying value that the asset would have had if it had not been written down for impairment of value. Reversal of impairment loss is recognised in the income statement.
Inventories are measured at the lower of purchase or production cost – determined using the weighted average cost method – and the corresponding fair value represented by the replacement cost for purchased materials and by the presumed realisable value for finished and semi-processed products – calculated taking into account any manufacturing costs and direct selling costs yet to be incurred. Inventory cost includes accessory costs and the portion of direct and indirect manufacturing costs that can reasonably be assigned to inventory items. Inventories subject to obsolescence and low turnover are written down in relation to their possibility of use or realisation. Inventory write-downs are eliminated in subsequent years if the reasons for such write-downs cease to exist.
Receivables are recognised at their presumed realisable value. Their face value is adjusted to a lower realisable value via specific provisioning directly reducing the item based on in-depth analysis of individual positions. Trade receivables assigned without recourse, despite being transferred legally, continue to be stated with "Trade receivables" until they are collected. Advance payments obtained with regard to the sale of trade receivables are recognised under current loans.
Financial assets held for trading are measured at fair value, allocating profit and loss effects to finance income or expense.
Provisions for risks and charges are provisioned to cover losses and debts, the existence of which is certain or probable, but whose amount or date of occurrence cannot be determined at the end of the year. Provisions are stated in the statement of financial position only when a legal or implicit obligation exists that determines the use of resources with an impact on profit and loss to meet that obligation and the amount can be reliably estimated. If the effect is significant, the provisions are calculated by updating future financial flows estimated at a rate including taxes such as to reflect current market valuations of the current value of the cash and specific risks associated with the liability.
The post-employment benefit reserve (TFR) is provisioned to cover the entire liability accruing vis-à-vis employees in compliance with current legislation and with national and supplementary company collective labour contracts. This liability is subject to revaluation via application of indices fixed by current regulations. Up to 31 December 2006, post-employment benefits were considered defined-benefit plans and accounted for in compliance with IAS 19, using the projected unit-credit method. The regulations of this fund were amended by Italian Law no. 296 of 27 December 2006 and subsequent Decrees and Regulations issued during the first months of 2007. In the light of these changes, and, in particular, for companies with at least 50 employees, post-employment benefits must now be considered a defined-benefit plan only for the portions accruing before 1 January 2007 (and not yet paid as at the end of the reporting period). Conversely, portions accruing after that date are treated as defined-contribution plans. Actuarial gains or losses are recorded immediately under "Other total profits/(losses)".
Payables are recognised at face value; the portion of interest included in their face value and not yet payable at period-end is deferred to future periods.
Loans are initially recognised at cost, net of related costs of acquisition. This value is subsequently adjusted to allow for any difference between initial cost and repayment value over the loan's duration using the effective interest rate method.
Loans are classified among current liabilities unless the Company has the unconditional right to defer discharge of a liability by at least 12 months after the reference date.
Receivables and payables originally expressed in foreign currencies are converted into euro at the exchange rates in force on the date of the transactions originating them. Forex differences realised upon collection of receivables and payment of payables in foreign currency are posted in the income statement. Income and costs relating to foreign-currency transactions are converted at the rate in force on the transaction date.
At year-end, assets and liabilities expressed in foreign currencies are posted at the spot exchange rate in force at the end of the reporting period and related foreign exchange gains and losses are posted in the income statement. If conversion generates a net gain, this value constitutes a nondistributable reserve until it is effectively realised.
The Company's business is exposed to financial risks relating to changes in exchange rates, commodity prices and interest rates. The Company may decide to use derivative financial instruments to hedge these risks.
Derivatives are initially recognised at cost and are then adjusted to fair value on subsequent closing dates.
Changes in the fair value of derivatives designated and recognised as effective for hedging future cash flows relating to the Company's contractual commitments and planned transactions are recognised directly in shareholders' equity, while the ineffective portion is immediately posted in the income statement. If the contractual commitments or planned transactions materialise in the recognition of assets or liabilities, when such assets or liabilities are recognised, the gains or losses on the derivative that were directly recognised in equity are factored back into the initial valuation of the cost of acquisition or carrying value of the asset or liability. For cash flow hedges that do not lead to recognition of assets or liabilities, the amounts that were directly recognised in equity are included in the income statement in the same period when the contractual commitment or planned transaction hedged impacts profit and loss – for example, when a planned sale actually takes place.
For effective hedges of exposure to changes in fair value, the item hedged is adjusted for the changes in fair value attributable to the risk hedged and recognised in the income statement. Gains and losses stemming from the derivative's valuation are also posted in the income statement.
Changes in the fair value of derivatives not designated as hedging instruments are recognised in the income statement in the period when they occur.
Hedge accounting is discontinued when the hedging instrument expires, is sold or is exercised, or when it no longer qualifies as a hedge. At this time, the cumulative gains or losses of the hedging instrument recognised in equity are kept in the latter until the planned transaction actually takes place. If the transaction hedged is not expected to take place, cumulative gains or losses recognised directly in equity are transferred to the year's income statement.
Embedded derivatives included in other financial instruments or contracts are treated as separate derivatives when their risks and characteristics are not strictly related to those of their host contracts and the latter are not measured at fair value with posting of related gains and losses in the income statement.
Revenue is reported net of return sales, discounts, allowances and bonuses, as well as of the taxes directly associated with sale of goods and rendering of services.
Sales revenue is reported when the company has transferred the significant risks and benefits associated with ownership of the goods and the amount of revenue can be reliably measured. Revenues of a financial nature are recorded on an accrual basis.
Finance income includes interest receivable on funds invested and income from financial instruments, when not offset as part of hedging transactions. Interest income is recorded in the income statement at the time of vesting, taking effective output into consideration.
Financial expenses include interest payable on financial debt calculated using the effective interest method and bank expenses.
Income taxes include all taxes calculated on the Company's taxable income. Income taxes are directly recognised in the income statement, with the exception of those concerning items directly debited or credited to shareholders' equity, in which case the tax effect is recognised directly in shareholders' equity. Other taxes not relating to income, such as property taxes, are included among operating expenses. Deferred taxes are provisioned in accordance with the global liability provisioning method. They are calculated on all temporary differences that emerge from the taxable base of an asset or liability and its book value. Current and deferred tax assets and liabilities are offset when income taxes are levied by the same tax authority and when there is a legal right to settle on a net basis. Deferred tax assets and liabilities are measured using the tax rates that are expected to be applicable in the years when temporary differences will be realised or settled.
Dividends are posted on an accrual basis when the right to receive them materialises, i.e. when shareholders approve dividend distribution.
Treasury shares are booked in a specific reserve as a reduction of shareholders' equity. The carrying value of treasury shares and revenues from any subsequent sales are recognised in the form of changes in shareholders' equity.
Preparation of the separate financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the carrying values of assets and liabilities and the disclosures on contingent assets and liabilities at the end of the reporting period. Actual results might differ from these estimates. Estimates are used to measure tangible and intangible assets and investments subject to impairment testing, as described earlier, as well as to measure the ability to recover prepaid tax assets, provisions for bad debts, for inventory obsolescence, depreciation and amortisation, asset write-downs, employee benefits, taxes, other provisions and reserves. Specifically:
The procedure for determining impairment of value of tangible and intangible assets described in "Impairment of value" implies – in estimating the value of use – the use of the Business Plans of investees, which are based on a series of assumptions relating to future events and actions of the investees' management bodies, which may not necessarily come about. In estimating market value, however, assumptions are made on the expected trend in trading between third parties based on historical trends, which may not actually be repeated.
Receivables are adjusted by the related bad debt provision to take into account their recoverable value. To determine the size of the write-downs, management must make subjective assessments based on the documentation and information available regarding, among other things, the customer's solvency, as well as experience and historical payment trends.
Warehouse inventories subject to obsolescence and slow turnover are systematically valued, and written down if their recoverable value is less than their carrying value. Write-downs are calculated based on management assumptions and estimates, resulting from experience and historical results.
The current value of liabilities for employee benefits depends on a series of factors determined using actuarial techniques based on certain assumptions. Assumptions concern the discount rate, estimates of future salary increases, and mortality and resignation rates. Any change in the above-mentioned assumptions might have an effect on liabilities for pension benefits.
Determining liabilities for Company taxes requires the use of management valuations in relation to transactions whose tax implications are not certain at the end of the reporting period. Furthermore, the valuation of deferred taxes is based on income expectations for future years; the valuation of expected income depends on factors that might change over time and have a significant effect on the valuation of deferred tax assets.
Other provisions and reserves
When estimating the risk of potential liabilities from disputes, the Directors rely on communications regarding the status of recovery procedures and disputes from the lawyers who represent the Company in litigation. These estimates are determined taking into account the gradual development of the disputes, considering existing exemptions.
Estimates and assumptions are regularly reviewed and the effects of each change immediately reflected in the income statement.
The adoption of these amendments did not have any effect on the Company's separate financial statements.
• Standard IFRS 15 – Revenue from Contracts with Customers (published on 28 May 2014 and supplemented with further clarifications published on 12 April 2016), which is scheduled to replace IAS 18 – Revenue and IAS 11 – Construction Contracts, as well as interpretations IFRIC 13 – Customer Loyalty Programmes, IFRIC 15 – Agreements for the Construction of Real Estate, IFRIC 18 – Transfers of Assets from Customers and SIC 31 – Revenues-Barter Transactions Involving Advertising Services. The standard establishes a new revenue recognition model, which will apply to all contracts signed with customers except those falling within the application of other IAS/IFRS standards, such as leases, insurance contracts and financial instruments. The fundamental passages for the recognition of revenues according to the new model are:
The principle applies from 1 January 2018. The amendments to IFRS 15, Clarifications to IFRS 15 - Revenue from Contracts with Customers, were approved by the European Union on 6 November 2017. On the basis of the analyses carried out, the directors expect that the application of IFRS 15 will have a minor impact on the amounts recorded as revenues and on the related disclosures in the Company's separate financial statements.
The new standard must be applied by financial statements from 1 January 2018 onwards. On the basis of the analyses carried out, the directors expect that the application of IFRS 9 will have a minor impact on the amounts and on the related disclosures in the Company's separate financial statements.
• Standard IFRS 16 – Leases (published on 13 January 2016), which will replace standard IAS 17 – Leases, as well as interpretations IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases—Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease. The new standard provides a new definition of lease and introduces a criterion based on the control (right of use) of an asset in order to distinguish the leasing contracts from the service contracts, identifying the discriminatory ones: the identification of the asset, the right of replacement of the same, the right to obtain substantially all of the economic benefits deriving from the use of the asset and the right to direct the use of the asset underlying the contract. The standard establishes a single model of recognition and measurement of the lease agreements for the lessee which requires the recognition of the asset to be leased (operating lease or otherwise) in assets offset by a financial debt, while also providing the opportunity not to recognise as leases the agreements whose subject matter are "low-value assets" and leases with a contract duration equal to or less than 12 months. By contrast, the Standard does not include significant changes for the lessors. The standard applies beginning on 1 January 2019 but early application is permitted, only for Companies that already applied IFRS 15 - Revenue from Contracts with Customers.
The directors expect that the application of IFRS 16 can have a significant impact on the amounts and on the relevant disclosures in the Company's separate statements. However, it is not possible to provide a reasonable estimate of the effects until the Company has completed a detailed analysis of the related contracts.
On the reference date of these separate financial statements, the competent bodies of the European Union have not yet concluded the approval process necessary for the adoption of the amendments and principles described below.
and liabilities be reflected in the financial statements only when it is probable that the entity will pay or recover the amount in question. Moreover, the document does not contain any new disclosure requirement but emphasises that an entity will have to determine whether it will be necessary to disclose information on management considerations and on the uncertainty relating to tax accounting in accordance with IAS 1. The new interpretation applies from 1 January 2019, but early application is permitted.
| Property | Plant and equipment |
Other assets | Assets under construction |
Total | |
|---|---|---|---|---|---|
| Cost | |||||
| At 31 December | 6,275 | 155,364 | 30,574 | 1,672 | 193,885 |
| 2015 | |||||
| Increases | 53 | 5,325 | 1,462 | 758 | 7,598 |
| Disposals | (1) | (2,982) | (236) | - | (3,219) |
| Reclassification | - | 684 | 19 | (1,003) | (300) |
| At 31 December 2016 |
6,327 | 158,391 | 31,819 | 1,427 | 197,964 |
| Increases | 56 | 5,347 | 1,770 | 1,785 | 8,958 |
| Disposals | - | (721) | (430) | (33) | (1,184) |
| Reclassification | 18 | 551 | 59 | (883) | (255) |
| At 31 December 2017 |
6,401 | 163,568 | 33,218 | 2,296 | 205,483 |
| Accumulated | |||||
| depreciation | |||||
| At 31 December 2015 |
2,711 | 131,920 | 27,314 | - | 161,945 |
| Depreciations for the year |
176 | 6,200 | 1,702 | - | 8,078 |
| Eliminations for disposals |
- | (2,973) | (178) | - | (3,151) |
| At 31 December 2016 |
2,887 | 135,147 | 28,838 | - | 166,872 |
| Depreciations for the year |
177 | 6,221 | 1,521 | - | 7,920 |
| Eliminations for disposals |
- | (525) | (395) | - | (920) |
| At 31 December 2017 |
3,064 | 140,843 | 29,965 | - | 173,872 |
| Net carrying value |
|||||
| At 31 December 2017 |
3,337 | 22,725 | 3,253 | 2,296 | 31,611 |
| At 31 December 2016 |
3,440 | 23,244 | 2,981 | 1,427 | 31,092 |
The breakdown of the net carrying value of Property was as follows:
| 31/12/2017 | 31/12/2016 | Change | |
|---|---|---|---|
| Land | 1,291 | 1,291 | - |
| Industrial buildings | 2,046 | 2,149 | (103) |
| Total | 3,337 | 3,440 | (103) |
The main investments in the financial year were aimed at the further automation of production of light alloy valves and interconnection of production plants with management systems (Industry 4.0). Other investments were made in the production of presses for new burners. Investments in maintenance and replacement, so that production equipment is kept constantly up to date and efficient, are systematic.
Decreases mainly relate to the disposal of machinery no longer in use.
Assets under construction include machinery under construction and advance payments to suppliers of capital equipment.
At 31 December 2017, the Company found no endogenous or exogenous indicators of impairment of its property, plant and equipment. As a result, the value of property, plant and equipment was not submitted to impairment testing.
| Cost | |
|---|---|
| At 31 December 2015 | 6,675 |
| Increases | - |
| Disposals | - |
| At 31 December 2016 |
6,675 |
| Increases | - |
| Disposals | - |
| At 31 December 2017 |
6,675 |
| Accumulated depreciations | |
|---|---|
| At 31 December 2015 | 4,838 |
| Depreciations for the year | 192 |
| At 31 December 2016 |
5,030 |
| Depreciations for the year | 191 |
| At 31 December 2017 |
5,221 |
| Net carrying value | |
| At 31 December 2017 |
1,454 |
| At 31 December 2016 |
1,645 |
This item includes non-operating buildings owned by the Group. During the year this item did not undergo any changes except for depreciations for the year. At 31 December 2017, the Company found no endogenous or exogenous indicators of impairment of its investment property. As a result, the value of investment property was not submitted to impairment testing.
| Patents, know | Other | |||
|---|---|---|---|---|
| how and | Development | intangible | Total | |
| software | costs | assets | ||
| Cost | ||||
| At 31 December 2015 | 6,113 | 4,676 | 1,807 | 12,596 |
| Increases | 108 | 313 | 53 | 474 |
| Reclassifications | 54 | (87) | 207 | 174 |
| Decreases | - | - | - | - |
| At 31 December 2016 |
6,275 | 4,902 | 2,067 | 13,244 |
| Increases | 243 | 441 | 161 | 845 |
| Reclassifications | 99 | 155 | 254 | |
| Decreases | (14) | (79) | (14) | (107) |
| At 31 December 2017 |
6,603 | 5,264 | 2,369 | 14,236 |
| Amortisation and | ||||
| write-downs | ||||
| At 31 December 2015 | 5,619 | 2,347 | 1,432 | 9,398 |
| Amortisation | 254 | 350 | 147 | 751 |
| Decreases | - | - | - | - |
| At 31 December 2016 |
5,873 | 2,697 | 1,579 | 10,149 |
| Amortisation | 242 | 341 | 148 | 731 |
| Decreases | (14) | - | - | (14) |
| At 31 December 2017 |
6,101 | 3,038 | 1,727 | 10,866 |
| Net carrying value | ||||
| At 31 December 2017 |
502 | 2,226 | 642 | 3,370 |
| At 31 December 2016 |
402 | 2,205 | 488 | 3,095 |
Intangible assets have a finite useful life and, as a result, are amortised throughout their life. The main investments in the year relate to the development of new products, mainly related to the expansion of the range of burners (research and development activities carried out during the financial year are set out in the Report on Operations). Software investments include the implementation of a production scheduler and the application development of the Group management system (SAP). Other intangible assets refer, in the main, to improvements to thirdparty leased assets.
At 31 December 2017, the Company found no endogenous or exogenous indicators of impairment of its intangible assets. As a result, the value of property, plant and equipment was not submitted to impairment testing.
| 31/12/2017 | 31/12/2016 | Change | |
|---|---|---|---|
| In subsidiaries | 49,417 | 50,039 | (622) |
| Other equity investments |
34 | 59 | (25) |
| Total | 49,451 | 50,098 | (647) |
The change in equity investments in subsidiaries is broken down in the table below:
| Sabaf Immobiliare |
Faringosi Hinges |
Sabaf do Brasil |
Sabaf U.S. |
Sabaf Appliance Components (China) |
Sabaf A.C. Trading (China) |
Sabaf Turkey |
A.R.C. s.r.l. |
Total | |
|---|---|---|---|---|---|---|---|---|---|
| Historical cost | |||||||||
| At 31 December 2015 |
13,475 | 10,329 | 8,469 | 139 | 4,400 | 200 | 12,005 | 0 | 49,017 |
| Purchase of equity investments |
- | - | - | - | - | - | - | 4,800 | 4,800 |
| At 31 December 2016 |
13,475 | 10,329 | 8,469 | 139 | 4,400 | 200 | 12,005 | 4,800 | 53,817 |
| Purchase of equity investments |
- | - | - | - | - | - | - | - | 0 |
| At 31 December 2017 |
13,475 | 10,329 | 8,469 | 139 | 4,400 | 200 | 12,005 | 4,800 | 53,817 |
| Provision for write-downs | |||||||||
| At 31 December 2015 |
0 | 0 | 0 | 0 | 3,257 | 0 | 0 | 0 | 3,257 |
| Write-downs (Note 28) |
- | - | - | - | 521 | - | - | - | 521 |
| At 31 December 2016 |
0 | 0 | 0 | 0 | 3,778 | 0 | 0 | 0 | 3,778 |
| Write-downs (Note 28) |
- | - | - | - | 622 | - | - | - | 622 |
| At 31 December 2017 |
0 | 0 | 0 | 0 | 4,400 | 0 | 0 | 0 | 4,400 |
| Net carrying value | |||||||||
| At 31 December 2017 |
13,475 | 10,329 | 8,469 | 139 | 0 | 200 | 12,005 | 4,800 | 49,417 |
| At 31 December 2016 |
13,475 | 10,329 | 8,469 | 139 | 622 | 200 | 12,005 | 4,800 | 50,039 |
| Portion of shareholders' equity (calculated in compliance with IFRS) | |||||||||
| At 31 December 2017 |
30,061 | 6,248 | 10,409 | (79) | (60) | 251 | 16,449 | 3,200 | 66,479 |
| At 31 December 2016 |
30,027 | 5,546 | 10,628 | (25) | 683 | 266 | 14,805 | 3,025 | 64,955 |
| Difference between shareholders' equity and carrying value | |||||||||
| At 31 December 2017 |
16,586 | (4,081) | 1,940 | (218) | (60) | 51 | 4,444 | (1,600) | 17,062 |
| At 31 December 2016 |
16,552 | (4,783) | 2,159 | (164) | 61 | 66 | 2,800 | (1,775) | 14,916 |
In 2017, the Faringosi Hinges achieved very positive and better results, in terms of sales and profitability, both compared to the previous year and compared to the budget. The 2018-2022 forward plan, drafted at the beginning of 2018, envisages a further increase in sales. Profitability is expected to decline in 2018, following the devaluation of the dollar (the currency in which more than 40% of sales are denominated) and the increase in the price of steel, before gradually recovering in subsequent years. At 31 December 2017, Sabaf S.p.A. tested the carrying value of the equity investment for impairment, determining its recoverable value, considered to be equivalent to its usable value plus available liquidity, by discounting expected future cash flows in the forward plan drafted by the management. Cash flows for the period from 2018 to 2022 were augmented by the so-called terminal value, which expresses the operating flows that the investee is expected to generate from the sixth year to infinity and determined based on the perpetual income. The value of use was calculated based on a discount rate (WACC) of 9.18% (7.76% in the impairment test conducted while drafting the separate financial statements at 31 December 2016) and a growth rate (g) of 1.50%, which is in line with historical data.
The recoverable value calculated on the basis of the above-mentioned assumptions and valuation techniques is € 12.279 million, compared with a carrying value of the equity investment of € 10.329 million; consequently, the value recorded for equity investment at 31 December 2017 was deemed recoverable.
The table below shows the changes in recoverable value depending on changes in the WACC discount rate and growth factor g:
| (€/000) | |||||
|---|---|---|---|---|---|
| growth rate |
|||||
| discount rate |
1.00% | 1.25% | 1.50% | 1.75% | 2.00% |
| 8.18% | 13,466 | 13,888 | 14,341 | 14,830 | 15,358 |
| 8.68% | 12,490 | 12,851 | 13,237 | 13,651 | 14,096 |
| 9.18% | 11,635 | 11,847 | 12,279 | 12,634 | 13,013 |
| 9.68% | 10,882 | 11,154 | 11,442 | 11,748 | 12,074 |
| 10.18% | 10,213 | 10,451 | 10,703 | 10,969 | 11,252 |
In 2017, Sabaf do Brasil continued to obtain positive results, which improved compared with 2016. The decrease in shareholders' equity (converted into euros at the end-of-year exchange rate) is entirely attributable to the devaluation of the Brazilian real.
The subsidiary Sabaf U.S. operates as a commercial support for North America.
The difference between the carrying value and the shareholders' equity of the investee is attributable to the non-durable losses taking into consideration expected development on the North American market.
Sabaf Appliance Components (Kunshan) Co., Ltd. has been producing burners for the Chinese market since 2015. Furthermore, the company has performed the function as distributor on the Chinese market of Sabaf products manufactured in Italy and Turkey. Low production volumes have enabled the company to reach the break-even point in 2017. At 31 December 2017, the value of the equity investment decreased by € 622,000, zeroing the value of shareholders' equity at the end of the year, in that the loss was considered permanent.
Sabaf Appliance Components Trading (Kunshan) Co., Ltd., was founded during 2012 in order to perform the function as distributor. During 2015, this activity was centralised at Sabaf Appliance Components; however, the company went into liquidation; the process of liquidation will end in 2018.
Sabaf Turkey achieved extremely satisfactory results in 2017 as well. The conversion into euro of the shareholders' equity at the end of the financial year was affected by the strong devaluation of the Turkish lira at the end of 2017; however, the shareholders' equity remains higher than the carrying value of the equity investment.
In June 2016, the Company acquired the controlling share (70%) of A.R.C. s.r.l., leading company in the production of burners for professional cooking. The transaction allowed Sabaf to enter into a new sector, contiguous with the traditional sector of components for household gas cooking appliances, and to enhance the consolidated international presence of the Sabaf Group.
At 31 December 2017, the Company tested the carrying value of the equity investment for impairment, determining its recoverable value, considered to be equivalent to its usable value plus available liquidity, by discounting expected future cash flows in the forward plan drafted at the beginning of 2018. Cash flows for the period from 2018 to 2022 were augmented by the socalled terminal value, which expresses the operating flows that the investee is expected to generate from the fourth year to infinity and determined based on the perpetual income. The value of use was calculated based on a discount rate (WACC) of 6.90% (5.79% in the impairment test carried out while drafting the separate financial statements at 31 December 2016) and a growth rate (g) of 1.50%, in line with last year.
The portion pertaining to Sabaf S.p.A. of the recoverable value calculated on the basis of the above-mentioned assumptions and valuation techniques is € 8.746 million (70% of total recoverable value, equal to € 12.495 million), compared with a carrying value of the equity investment of € 4.8 million; consequently, the carrying value recorded for equity investment at 31 December 2017 was deemed recoverable.
The table below shows the changes in recoverable value depending on changes in the WACC discount rate and growth factor g:
| (€/000) | |||||
|---|---|---|---|---|---|
| growth rate |
|||||
| discount rate |
1.00% | 1.25% | 1.50% | 1.75% | 2.00% |
| 5.90% | 13,929 | 14,531 | 15,201 | 15,951 | 16,798 |
| 6.40% | 12,692 | 13,176 | 13,709 | 14,299 | 14,957 |
| 6.90% | 11,667 | 12,063 | 12,495 | 12,970 | 13,493 |
| 7.40% | 10,804 | 11,133 | 11,490 | 11,879 | 12,303 |
| 7.90% | 10,067 | 10,345 | 10,643 | 10,967 | 11,317 |
As part of the acquisition of 70% of A.R.C. S.r.l., Sabaf S.p.A. signed with Loris Gasparini (current minority shareholder by 30% of A.R.C.) an agreement that aimed to regulate Gasparini's right to leave A.R.C. and the interest of Sabaf to acquire 100% of the shares after expiry of the term of five years from the signing of the purchase agreement of 24 June 2016, by signing specific option agreements. Therefore, the agreement envisaged specific option rights to purchase (by Sabaf) and sell (by Gasparini) exercisable as from 24 June 2021, the remaining shares of 30% of A.R.C., with strike prices contractually defined on the basis of final income parameters from A.R.C. at 31 December 2020.
The option for the purchase of the residual 30% of A.R.C. represents a derivative instrument; since the exercise price defined by contract was considered representative of the fair value of the portion that can be potentially acquired, no value was recorded in the separate financial statements ended 31 December 2017.
| 31/12/2017 | 31/12/2016 | Change | |
|---|---|---|---|
| Financial receivables from subsidiaries |
1,668 | 1,897 | (229) |
| Escrow bank account |
180 | 240 | (60) |
| Total | 1,848 | 2,137 | (289) |
At 31 December 2017 and at 31 December 2016, financial receivables from subsidiaries consist of an interest-bearing loan of USD 2 million, granted to the subsidiary Sabaf do Brasil with the aim of optimising the Group's exposure to foreign exchange rate risk and whose maturity, originally expected for 31 March 2017, was postponed to 14 March 2019.
As part of the acquisition of 70% of A.R.C., Sabaf S.p.A. deposited in an escrow account the total amount of € 300,000. This amount was deducted from the consideration agreed to guarantee the commitments assumed by the sellers and will be released in favour of the sellers at constant rates in 4 years (Note 15). At 31 December 2017, the portion due beyond 12 months amounted to € 180,000.
| 31/12/2017 | 31/12/2016 | Change | |
|---|---|---|---|
| Commodities | 8,795 | 7,455 | 1,340 |
| Semi-processed goods | 9,115 | 9,310 | (195) |
| Finished products | 8,789 | 8,773 | 16 |
| Obsolescence provision | (1,930) | (2,045) | 115 |
| Total | 24,769 | 23,493 | 1,276 |
The value of final inventories at 31 December 2017 increased compared to the end of the previous year to meet the higher volumes of activity. The obsolescence provision is mainly allocated for hedging the obsolescence risk, quantified on the basis of specific analyses carried out at the end of the year on slow-moving and non-moving products, and refers to raw materials for € 453,000, semi-finished products for € 536,000 and finished products for € 941,000.
| 31/12/2017 | 31/12/2016 | Change | |
|---|---|---|---|
| Total trade receivables | 31,754 | 28,065 | 3,689 |
| Bad debt provision | (600) | (600) | 0 |
| Net total | 31,154 | 27,465 | 3,689 |
At 31 December 2017, trade receivables included balances totalling USD 3,656,000, booked at the EUR/USD exchange rate in effect on 31 December 2017, i.e. 1.1993. The amount of trade receivables recognised in the financial statements includes approximately € 22 million of insured receivables (€ 14 million at 31 December 2016).
The bad debt provision is considered adequate to cover the credit risk at the end of the reporting period, unchanged from the previous year.
Trade receivables at 31 December 2017 were higher than at the end of 2016 subsequent to higher sales. There were no significant changes in average payment terms agreed with customers.
| 31/12/2017 | 31/12/2016 | Change | |
|---|---|---|---|
| Current receivables (not past | 28,591 | 24,378 | |
| due) | 4,213 | ||
| Outstanding up to 30 days | 1,524 | 2,242 | (718) |
| Outstanding from 31 to 60 | 754 | 184 | |
| days | 570 | ||
| Outstanding from 61 to 90 | 519 | 64 | |
| days | 455 | ||
| Outstanding for more than | 366 | 1,197 | |
| 90 days | (831) | ||
| Total | 31,754 | 28,065 | 3,689 |
| 31/12/2017 | 31/12/2016 | Change | |
|---|---|---|---|
| For income tax | 1,644 | 2,075 | (431) |
| For VAT and other sales taxes | 586 | 402 | 184 |
| Total | 2,230 | 2,477 | (247) |
The income tax receivables derives for € 1,153,000 from the full deductibility of IRAP from IRES relating to the expenses incurred for employees for the 2006-2011 period (Italian Legislative Decree 201/2011), for which an application for a refund was presented and, for the residual part, to the payments on account on 2017 income, for the part exceeding the tax to be paid.
| 31/12/2017 | 31/12/2016 | Change | |
|---|---|---|---|
| Credits to be received from suppliers |
351 | 678 | (327) |
| Advances to suppliers | 28 | 54 | (26) |
| Due from INAIL | 21 | 58 | (37) |
| Other | 322 | 249 | 73 |
| Total | 722 | 1,039 | (317) |
At 31 December 2017, credits to be received from suppliers included € 248,000 related to the relief due to the Company as an energy-intensive business (so-called "energy-intensive bonuses") for the years 2016 and 2017. "Energy-intensive bonuses" due for the years 2014 and 2015 were regularly collected during 2017.
| 31/12/2017 | 31/12/2016 | Change | |
|---|---|---|---|
| Financial receivables from | 1,000 | 1,000 | - |
| subsidiaries | |||
| Escrow bank account (Note 5) |
60 | 60 | - |
| Interest rates derivatives |
7 | - | 7 |
| Total | 1,067 | 1,060 | 7 |
At 31 December 2017 and at 31 December 2016, financial receivables from subsidiaries consist of an interest-bearing loan of € 1 million to Sabaf Appliance Components Co., Ltd. to support the Chinese subsidiary's working capital. The loan has a term of 12 months and was renewed in December 2017 for the same period. The receivable is considered recoverable in that the Chinese subsidiary is expected to generate sufficient cash flows to repay this loan in future years.
The item Cash and cash equivalents, equal to € 2,697,000 at 31 December 2017 (€ 1,797,000 at 31 December 2016) refers almost exclusively to bank current account balances.
At 31 December 2017, the Company's share capital consists of 11,533,450 shares with a par value of € 1.00 each. The share capital paid in and subscribed did not change during the year.
During the financial year, Sabaf S.p.A. acquired 148,630 treasury shares at an average unit price of € 14.20; there have been no sales.
At 31 December 2017, the Company held 381,769 treasury shares, equal to 3.31% of share capital (233,139 treasury shares at 31 December 2016), reported in the financial statements as an adjustment to shareholders' equity at a unit value of € 11.81 (the market value at year-end was € 19.91). There were 11,151,681 outstanding shares at 31 December 2017 (11,300,311 at 31 December 2016).
| 31/12/2017 | 31/12/2016 | |||
|---|---|---|---|---|
| Current | Non current | Current | Non current | |
| Unsecured loans | 5,982 | 16,298 | 6,656 | 17,281 |
| Short-term bank | 10,846 | - | 7,397 | - |
| loans | ||||
| Sabaf Turkey loan | 2,100 | - | - | - |
| Advances on bank | - | - | 2 | - |
| receipts or invoices | ||||
| Total | 18,928 | 16,298 | 14,055 | 17,281 |
During the financial year, the Company signed an unsecured loan totalling € 5 million repayable in five years in quarterly fixed instalments, at a fixed rate of 1.02%.
Two of the outstanding unsecured loans amounting to € 9 million at 31 December 2017 have covenants, defined with reference to the consolidated financial statements at the end of the reporting period, as specified below:
All outstanding bank loans are denominated in euro, with the exception of a short-term loan of USD 2 million.
As part of the Group's financial management, in 2017 a loan agreement was also signed with the Turkish subsidiary for a total amount of € 2,100,000, expiring on 21 September 2018.
Note 36 provides information on financial risks, pursuant to IFRS 7.
| 31/12/2017 | 31/12/2016 | |||
|---|---|---|---|---|
| Current | Non current | Current | Non current | |
| Payables to A.R.C. shareholders |
60 | 180 | 60 | 240 |
| Currency derivatives | - | - | 201 | - |
| Derivative instruments on interest rates |
15 | - | 37 | - |
| Total | 75 | 180 | 298 | 240 |
The payable to the A.R.C. shareholders of € 240,000 at 31 December 2017 is related to the part of the price still to be paid to the sellers, which was deposited on an escrow account (Note 5) and will be released in favour of the sellers at constant rates in 4 years, in accordance with contractual agreements and guarantees issued by the sellers.
Other financial liabilities also include the negative fair value of two IRSs hedging rate risks of unsecured loans pending, for residual notional amounts of approximately € 5.4 million and expiry until 31 December 2021. Financial expenses in the same amount were recognised in the income statement.
| 31/12/2017 | 31/12/2016 | Change | |
|---|---|---|---|
| Post-employment benefit reserve | 2,200 | 2,436 | (236) |
| Total | 2,200 | 2,436 | (236) |
Following the revision of IAS 19 - Employee benefits, from 1 January 2013 all actuarial gains or losses are recorded immediately in the comprehensive income statement ("Other comprehensive income") under the item "Actuarial income and losses".
Post-employment benefits are calculated as follows:
Financial assumptions
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Discount rate | 1.15% | 1.15% |
| Inflation | 1.80% | 1.75% |
Demographic theory
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Mortality rate | ISTAT 2016 M/F | ISTAT 2010 M/F |
| Disability rate | INPS 1998 M/F | INPS 1998 M/F |
| Staff turnover | 6% | 6% |
| Advance payouts | 5% per year | 5% per year |
| Retirement age | pursuant to legislation in | pursuant to legislation in |
| force on 31 December 2017 | force on 31 December 2016 |
| 31/12/2016 | Provisions | Utilisation | Release of excess portion |
31/12/2017 | |
|---|---|---|---|---|---|
| Reserve for | |||||
| agents' | 213 | 15 | (11) | (18) | 199 |
| indemnities | |||||
| Product | 60 | 11 | (11) | - | 60 |
| guarantee fund | |||||
| Provision for | |||||
| risks on equity | - | 60 | - | - | 60 |
| investments | |||||
| Reserve for legal | 50 | - | - | - | 50 |
| risks | |||||
| Total | 323 | 86 | (22) | (18) | 369 |
The reserve for agents' indemnities covers amounts payable to agents if the Company terminates the agency relationship.
The product guarantee fund covers the risk of returns or charges by customers for products already sold.
The provision for risks on equity investments was set-aside to cover future outlays to restore the shareholders' equity of the Chinese subsidiary Sabaf Appliance Components, which was negative at 31 December 2017.
The reserve for legal risks is allocated for disputes of a modest size.
The provisions booked to the provisions for risks, which represent the estimate of future payments made based on historical experience, have not been discounted because the effect is considered negligible.
| 31/12/2017 | 31/12/2016 | Change | |
|---|---|---|---|
| Total | 16,569 | 16,010 | 559 |
Average payment terms did not change versus the previous year. The amount of trade payables in currencies other than the euro is not significant. At 31 December 2017, there were no overdue payables of a significant amount and the Company did not receive any injunctions for overdue payables.
| 31/12/2017 | 31/12/2016 | Change | |
|---|---|---|---|
| To inland revenue for IRPEF tax | 569 | 642 | (73) |
| deductions | |||
| Other tax payables | 54 | - | 54 |
| Total | 623 | 642 | (19) |
| 31/12/2017 | 31/12/2016 | Change | |
|---|---|---|---|
| To employees | 3,931 | 3,472 | 459 |
| To social security institutions | 2,063 | 1,937 | 126 |
| Advances from customers | 64 | 108 | (44) |
| To agents | 165 | 241 | (76) |
| Other current payables | 227 | 31 | 196 |
| Total | 6,450 | 5,789 | 661 |
At the beginning of 2018, payables due to employees and social security institutions were paid in accordance with the scheduled expiry dates.
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Deferred tax assets | 3,455 | 3,315 |
| Deferred tax liabilities | (68) | (129) |
| Net position | 3,387 | 3,186 |
The table below analyses the nature of the temporary differences that determine the recognition of deferred tax liabilities and assets and their changes during the year and the previous year.
| Amortisa tion and leasing |
Provisions and value adjustmen ts |
Fair value of derivativ $\mathsf{e}$ instrume nts |
Goodwill | Actuarial post- employm ent benefit reserve evaluatio n |
Other temporar У differenc es |
Total | |
|---|---|---|---|---|---|---|---|
| At 31 December 2015 |
353 | 793 | (19) | 1,771 | 170 | 67 | 3,135 |
| To the income statement |
40 | (23) | 76 | ۰ | - | (50) | 43 |
| To shareholders' equity |
۰ | $\overline{\phantom{a}}$ | 8 | 8 | |||
| At 31 December 2016 |
393 | 770 | 57 | 1,771 | 178 | 17 | 3,186 |
| To the income statement |
(46) | 149 | (55) | (2) | 172 | 218 | |
| To shareholders' equity |
$\qquad \qquad \blacksquare$ | (17) | - | (17) | |||
| At 31 December 2017 |
347 | 919 | $\bf{2}$ | 1,771 | 159 | 189 | 3,387 |
Deferred tax assets relating to goodwill refer to the exemption of the value of the investment in Faringosi Hinges s.r.l. made in 2011 pursuant to Italian law Decree 98/2011. The future tax benefit can be made in ten annual portions starting in 2018.
As required by the CONSOB memorandum of 28 July 2006, we disclose that the Company's net financial position is as follows:
| 31/12/2017 | 31/12/2016 | Change | ||
|---|---|---|---|---|
| A. | Cash (Note 11) | 5 | 4 | 1 |
| B. | Positive balances of unrestricted bank accounts (Note 11) |
2,692 | 1,793 | 899 |
| C. | Other cash equivalents | - | - | - |
| D. | Liquidity (A+B+C) | 2,697 | 1,797 | 900 |
| E. | Current financial receivables | 1,067 | 1,060 | 7 |
| F. | Current bank payables (Note 14) | 12,946 | 7,399 | 5,547 |
| G. | Current portion of non-current debt (Note 14) | 5,982 | 6,656 | (674) |
| H. | Other current financial payables (Note 15) | 75 | 298 | (223) |
| I. | Current financial debt (F+G+H) | 19,003 | 14,353 | 4,650 |
| J. | Net current financial position (I-D-E) | 15,239 | 11,496 | 3,743 |
| K. | Non-current bank payables (Note 14) | 16,298 | 17,281 | (983) |
| L. | Other non-current financial payables | 180 | 240 | (60) |
| M. | Non-current financial debt (K+L) | 16,478 | 17,521 | (1,043) |
| N. | Net financial debt (J+M) | 31,717 | 29,017 | 2,700 |
The cash flow statement shows changes in cash and cash equivalents (letter D of this schedule).
In 2017, sales revenues totalled € 115,687,000, up by € 14,164,000 (+14%) compared with 2016.
| 2017 | % | 2016 | % | % change | |
|---|---|---|---|---|---|
| Italy | 29,587 | 25.6% | 31,431 | 30.9% | -5.9% |
| Western Europe | 8,920 | 7.7% | 6,868 | 6.8% | +29.9% |
| Eastern Europe and Turkey | 35,655 | 30.8% | 27,365 | 26.9% | +30.3% |
| Asia and Oceania (excluding Middle East) |
9,570 | 8.3% | 7,064 | 7.0% | +35.5% |
| Central and South America | 11,331 | 9.8% | 10,373 | 10.2% | +9.2% |
| Middle East and Africa | 12,703 | 11.0% | 11,254 | 11.1% | +12.9% |
| North America and Mexico | 7,921 | 6.8% | 7,168 | 7.1% | +10.5% |
| Total | 115,687 | 100% | 101,523 | 100% | +14.0% |
Revenue by geographical area
| 2017 | % | 2016 | % | % change | |
|---|---|---|---|---|---|
| Brass valves | 5,992 | 5.2% | 9,002 | 8.9% | -33.4% |
| Light alloy valves | 39,219 | 33.9% | 32,406 | 31.9% | +21.0% |
| Thermostats | 7,365 | 6.4% | 7,690 | 7.6% | -4.2% |
| Total valves and thermostats | 52,576 | 45.4% | 49,098 | 48.4% | 7.1% |
| Standard burners | 25,127 | 21.7% | 21,483 | 21.2% | +17.0% |
| Special burners | 24,136 | 20.9% | 19,438 | 19.1% | +24.2% |
| Total burners | 49,263 | 42.6% | 40,921 | 40.3% | +20.4% |
| Accessories and other revenues | 13,848 | 11.9% | 11,504 | 11.3% | +20.4% |
| Total | 115,687 | 100% | 101,523 | 100.0% | +14.0% |
An analysis of sales by product category shows the strong growth of special burners, the family where product innovation has been strongest in recent years. The trend in sales of light alloy valves, which have now almost completely replaced brass valves, was also very positive. All other product lines also recorded good growth rates, with the exception of thermostats.
In 2017, all markets recorded double-digit growth rates; Italy, where sales are slightly down due to the sharp reduction in the production of domestic appliances, is an exception. Very positive sales growth rates have been recorded in other European markets, where Sabaf is consolidating its leadership. The Middle East market showed a strong recovery compared to 2016; Asia, North and South America confirmed a positive underlying trend.
Average sales prices in 2017 were on average 0.7% lower compared with 2016.
| 2017 | 2016 | Change | |
|---|---|---|---|
| Sale of trimmings | 1,457 | 958 | 499 |
| Services to subsidiaries | 378 | 154 | 224 |
| Contingent income | 97 | 136 | (39) |
| Rental income | 89 | 85 | 4 |
| Use of provisions for risks and charges | 39 | 88 | (49) |
| Services to parent company | 10 | 10 | - |
| Other income | 578 | 848 | (270) |
| Total | 2,648 | 2,279 | 369 |
The increase in income from the sale of trimmings is directly related to higher production volumes and to the increase in the price of raw materials.
Services to subsidiaries and to the parent company refer to administrative, commercial and technical services within the scope of the Group.
Other income includes the charge to customers for sharing the development and industrialisation of new products.
| 2017 | 2016 | Change | |
|---|---|---|---|
| Commodities and outsourced | 42,973 | 33,692 | 9,281 |
| components | |||
| Consumables | 3,582 | 3,183 | 399 |
| Total | 46,555 | 36,875 | 9,680 |
In 2017, the effective purchase prices of the main raw materials (aluminium alloys, steel and brass) were on average higher than in 2016, with a negative impact of 0.8% of sales. Consumption (purchases plus change in inventories) as a percentage of sales was 41.3% in 2017, compared with 37.5% in 2016.
| 2017 | 2016 | Change | |
|---|---|---|---|
| Outsourced processing | 8,681 | 7,587 | 1,094 |
| Property rental | 3,974 | 3,995 | (21) |
| Electricity and natural gas | 3,314 | 3,526 | (212) |
| Maintenance | 3,296 | 2,813 | 483 |
| Advisory services | 1,676 | 1,377 | 299 |
| Transport and export expenses | 1,408 | 1,134 | 274 |
| Directors' fees | 881 | 1,061 | (180) |
| Insurance | 444 | 562 | (118) |
| Commissions | 533 | 545 | (12) |
| Travel expenses and allowances | 550 | 478 | 72 |
| Waste disposal | 358 | 352 | 6 |
| Canteen | 296 | 282 | 14 |
| Temporary agency workers | 180 | 99 | 81 |
| Other costs | 2,013 | 2,221 | (208) |
| Total | 27,604 | 26,032 | 1,572 |
The higher costs for outsourced processing were related to the increase in production volumes in Italy. The reduction in energy costs is due to the recognition of "energy-intensive bonuses" for 2016 and 2017 for a total of € 248,000, of which € 78,000 relating to the "2016 energyintensive bonuses" which was not recognised in the 2016 financial statements because the collectability was uncertain at the end of the reporting period. The increase in maintenance costs was due to activities in progress for the ongoing adaptation of plants, machinery and equipment. Other costs included expenses for the registration of patents, waste disposal, cleaning, leasing third-party assets and other minor charges.
Costs for advisory services related to technical (€ 414,000), sales (€ 342,000) and legal, administrative and general (€ 920,000) services.
| 2017 | 2016 | Change | |
|---|---|---|---|
| Salaries and wages | 19,540 | 18,322 | 1,218 |
| Social Security costs | 6,249 | 5,959 | 290 |
| Temporary agency workers | 1,477 | 845 | 632 |
| Post-employment benefit reserve and other costs |
1,468 | 1,256 | 212 |
| Total | 28,734 | 26,382 | 2,352 |
Average of the Company headcount in 2017 totalled 514 employees (394 blue-collars, 110 white-collars and supervisors, 10 managers), compared with 543 in 2016 (424 blue-collars, 110 white-collars and supervisors, 9 managers). The average number of temporary staff, with supply contract, was 42 in 2017 (26 in 2016).
During the financial year, the Company made only negligible use of the solidarity contract and temporary lay-off scheme, whereas in 2016 these institutions, used in periods characterised by low production requirements, made it possible to save personnel costs of € 689,000.
| 2017 | 2016 | Change | |
|---|---|---|---|
| Losses and write-downs of trade receivables |
49 | 171 | (122) |
| Non-income related taxes and | 238 | 181 | 57 |
| duties | |||
| Contingent liabilities | 138 | 56 | 82 |
| Provisions for risks | 26 | 85 | (59) |
| Other operating expenses | 264 | 154 | 110 |
| Total | 715 | 647 | 68 |
Non-income taxes mainly include IMU, TASI and the tax for the disposal of urban solid waste. Provisions for risks and other provisions relate to sums set aside for the risks described in Note 17.
| 2017 | 2016 | Change | |
|---|---|---|---|
| Write-down of Sabaf Appliance | (622) | (521) | (101) |
| Components | |||
| Allocation to risk provisions on equity | |||
| investments | (60) | - | (60) |
| Total | (682) | (521) | (161) |
The write-down of the equity investment in Sabaf Appliance Components and the allocation to the relevant provision are commented on in Note 4 and 17, to which reference is made.
| 2017 | 2016 | Change | |
|---|---|---|---|
| Interest paid to banks | 244 | 241 | 3 |
| Banking expenses | 209 | 229 | (20) |
| Other financial expense | 29 | 43 | (14) |
| Total | 482 | 513 | (31) |
During the 2017 financial year, the Company reported net foreign exchange losses of € 88,000 (net loss of € 48,000 in 2016).
| 2017 | 2016 | Change | |
|---|---|---|---|
| Dividends received from Sabaf Immobiliare |
1,500 | - | 1,500 |
| Other profits from equity investments | 3 | - | 3 |
| Total | 1,503 | - | 1,503 |
| 2017 | 2016 | Change | |
|---|---|---|---|
| Current taxes | 1,791 | 1,314 | 477 |
| Deferred tax assets and liabilities | (219) | (43) | (176) |
| Taxes related to previous financial | (502) | (137) | (365) |
| years | |||
| Total | 1,070 | 1,134 | (64) |
Current taxes include IRES of € 1,436,000 and IRAP of € 355,000 (€ 1,034,000 and € 280,000 respectively in 2016).
Reconciliation between the tax burden booked in the financial statements and the theoretical tax burden calculated according to the statutory tax rates currently in force in Italy is shown in the following table:
| 2017 | 2016 | |
|---|---|---|
| Theoretical income tax | 2,177 | 988 |
| Permanent tax differences | (133) | 4 |
| Taxes related to previous financial years | 88 | (131) |
| "Patent box" tax effect | (1,151) | |
| "Superammortamento" tax benefit | (179) | - |
| Other differences | 9 | 7 |
| IRES (current and deferred) | 811 | 868 |
| IRAP (current and deferred) | 259 | 266 |
| Total | 1,070 | 1,134 |
Theoretical taxes were calculated applying the current corporate income tax (IRES) rate, i.e. 24% (27.50% in 2016), to the pre-tax result. IRAP is not taken into account for the purpose of reconciliation because, as it is a tax with a different assessment basis from pre-tax profit, it would generate distorting effects.
Following the prior agreement signed with the Revenue Agency, in 2017 the Company recognised the tax benefit relating to the Patent Box for the three-year period 2015 to 2017, for a total of € 1,324,000 (€ 1,151,000 for IRES and € 173,000 for IRAP), of which € 772,000 for 2015 and 2016 (Note 38) and € 552,000 for 2017.
No significant tax disputes were pending at 31 December 2017.
On 31 May 2017, shareholders were paid an ordinary dividend of € 0.48 per share (total dividends of € 5,384,000).
The Directors have recommended payment of a dividend of € 0.55 per share this year. This dividend is subject to approval of shareholders in the annual Shareholders' Meeting and was not included under liabilities in these financial statements.
The dividend proposed is scheduled for payment on 30 May 2018 (ex-date 28 May and record date 29 May).
Within the Sabaf Group, the Company operates exclusively in the gas parts segment for household cooking. The information in the consolidated financial statements is divided between the various segments in which the Group operates.
In accordance with IFRS 7, a breakdown of the financial instruments is shown below, among the categories set forth in IAS 39.
| 31/12/2017 | 31/12/2016 |
|---|---|
| 7 | - |
| 1,797 | |
| 31,876 | 28,505 |
| 1,668 | 1,897 |
| 1,000 | 1,000 |
| 240 | 300 |
| - | 201 |
| 15 | 37 |
| 35,226 | 31,336 |
| 240 | 300 |
| 16,569 | 16,010 |
| 2,697 |
The Company is exposed to financial risks related to its operations, mainly:
It is part of Sabaf's policies to hedge exposure to changes in prices and in fluctuations in exchange and interest rates via derivative financial instruments. Hedging is done using forward contracts, options or combinations of these instruments. Generally speaking, the maximum duration covered by such hedging does not exceed 18 months. The Company does not enter into speculative transactions. When the derivatives used for hedging purposes meet the necessary requisites, hedge accounting rules are followed.
Trade receivables involve producers of domestic appliances, multinational groups and smaller manufacturers in a few or single markets. The Company assesses the creditworthiness of all its customers at the start of supply and systemically on at least an annual basis. After this assessment, each customer is assigned a credit limit.
A credit insurance policy is in place, which guarantees cover for approximately 70% of trade receivables.
Credit risk relating to customers operating in emerging economies is generally attenuated by the expectation of revenue through letters of credit.
The main exchange rate to which the Company is exposed is the euro/USD in relation to sales made in dollars (mainly in North America) and, to a lesser extent, to some purchases (mainly from Asian manufacturers). Sales in US dollars represented 12% of total revenue in 2017, while purchases in dollars represented 5% of total revenue. During the year, operations in dollars were partially hedged through forward sales contracts; no currency derivatives were pending at 31 December 2017.
With reference to financial assets and liabilities in US dollars at 31 December 2017, a hypothetical and immediate revaluation of 10% of the euro against the dollar would have led to a loss of € 210,000.
At 31 December 2017, gross financial debt of the Company was at a floating rate for approximately 35% and at a fixed rate for approximately 65%; to reach an optimum mix of floating and fixed rates in the structure of the loans, the Company also used derivative financial instruments. At 31 December 2017, three interest rate swap (IRS) contracts totalling € 9.4 million were in place, mirrored in mortgages with the same residual debt, through which the Company transformed the floating rate of the mortgages into fixed rate. Considering the IRS in place, at the end of 2017, the fixed-rate portion amounted to approximately 90% of the total financial debt. The derivative contracts were not designated as a cash flow hedge and were therefore recognised using the "fair value in the income statement" method.
At 31 December 2017, the sensitivity analysis concerned financial leases and the floating rate portion of the short-term financial debt. The Company is not exposed to interest rate risk with regard to medium/long-term bank debt, since the floating rate of loans has been transformed into a fixed rate through the interest rate swap contracts in place.
With reference to financial assets and liabilities at variable rate at 31 December 2017 and 31 December 2016, a hypothetical increase (decrease) in the interest rate of 100 base points versus the interest rates in effect at the same date – all other variables being equal - would lead to the following effects:
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Financial expenses | Financial expenses | |
| Increase of 100 base points |
31 | 20 |
| Decrease of 100 base points |
(31) | - |
A significant portion of the purchase costs of the company is represented by brass and aluminium alloys. Sales prices of products are generally renegotiated annually; as a result, the Company is unable to immediately pass on to customers any changes in the prices of commodities during the year. The Company protects itself from the risk of changes in the price of brass and aluminium with supply contracts signed with suppliers for delivery up to twelve months in advance or, alternatively, with derivative financial instruments. In 2017 and 2016, the Company did not use financial derivatives on commodities. To stabilise the rising costs of commodities, Sabaf preferred to execute transactions on the physical market, fixing prices with suppliers for immediate and deferred delivery.
The Group operates with a low debt ratio (net financial debt / shareholders' equity at 31 December 2017 of 34%, net financial debt / EBITDA of 1.81) and has unused short-term lines of credit. To minimise the risk of liquidity, the Administration and Finance Department:
Below is an analysis by expiration date of financial payables at 31 December 2017 and 31 December 2016:
| Carrying value |
Contractual financial flows |
Within 3 months |
From 3 months to 1 year |
From 1 to 5 years |
More than 5 years |
|
|---|---|---|---|---|---|---|
| Unsecured loans | 22,280 | 22,676 | 1,537 | 4,612 | 16,527 | - |
| Short-term bank loans | 10,846 | 10,846 | 10,846 | - | - | - |
| Short-term Sabaf Turkey loan |
2,100 | 2,118 | - | 2,118 | - | - |
| Payables to ARC shareholders |
240 | 240 | - | 60 | 180 | - |
| Total financial payables | 35,466 | 35,862 | 12,383 | 6,772 | 16,707 | 0 |
| Trade payables | 16,569 | 16,569 | 15,615 | 954 | - | - |
| Total | 52,035 | 52,431 | 27,998 | 7,726 | 16,707 | 0 |
| Carrying value |
Contractual financial flows |
Within 3 months |
From 3 months to 1 year |
From 1 to 5 years |
More than 5 years |
|
|---|---|---|---|---|---|---|
| Unsecured loans | 23,937 | 24,388 | 1,709 | 5,129 | 17,550 | - |
| Short-term bank loans | 7,399 | 7,399 | 5,399 | 2,000 | - | - |
| Payables to ARC shareholders |
300 | 300 | - | 60 | 240 | - |
| Total financial payables | 31,636 | 32,087 | 7,108 | 7,189 | 17,790 | 0 |
| Trade payables | 16,010 | 16,010 | 15,373 | 637 | - | - |
| Total | 47,646 | 48,097 | 22,481 | 7,826 | 17,790 | 0 |
The various due dates are based on the period between the end of the reporting period and the contractual expiration date of the commitments, the values indicated in the table correspond to non-discounted cash flows. Cash flows include the shares of principal and interest; for floating rate liabilities, the shares of interest are determined based on the value of the reference parameter at the end of the reporting period increased by the spread set forth in each contract.
The revised IFRS 7 requires that financial instruments reported in the statement of financial position at fair value be classified based on a hierarchy that reflects the significance of the input used in determining the fair value. IFRS 7 makes a distinction between the following levels:
The following table shows the assets and liabilities valued at fair value at 31 December 2017, by hierarchical level of fair value assessment.
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Other financial assets (derivatives on interest rates) | - | 7 | - | 7 |
| Other financial liabilities (derivatives on interest rates) | - | (15) | - | (15) |
| Option on minorities A.R.C. | - | - | - | - |
| Total assets and liabilities at fair value | 0 | (8) | 0 | (8) |
The table below illustrates the impact of all transactions between Sabaf S.p.A. and other related parties on the balance sheet and income statement items and related parties, with the exception of the directors' fees, auditors and key management personnel which is stated in the Report on Remuneration.
Impact of related-party transactions or positions on statement of financial position items
| Total 2017 |
Subsidiaries | Giuseppe Saleri Sapa |
Other related parties |
Total related parties |
Impact on the total |
|
|---|---|---|---|---|---|---|
| Non-current financial assets | 1,848 | 1,668 | - | - | 1,668 | 90.26% |
| Trade receivables | 31,154 | 1,209 | - | - | 1,209 | 3.88% |
| Tax receivables | 2,230 | - | 1,084 | - | 1,084 | 48.60% |
| Current financial assets | 1,785 | 1,000 | - | - | 1,000 | 56.02% |
| Trade payables | 16,573 | 510 | - | 2 | 512 | 3.09% |
| Current financial payables | 2,100 | 2,100 | - | - | 2,100 | 100% |
| Total 2016 |
Subsidiaries | Giuseppe Saleri Sapa |
Other related parties |
Total related parties |
Impact on the total |
|
|---|---|---|---|---|---|---|
| Non-current financial assets | 2,137 | 1,897 | - | - | 1,897 | 88.77% |
| Trade receivables | 27,465 | 1,192 | - | - | 1,192 | 4.34% |
| Tax receivables | 2,477 | - | 1,084 | - | 1,084 | 43.76% |
| Current financial assets | 1,060 | 1,000 | - | - | 1,000 | 94.34% |
| Trade payables | 16,010 | 104 | - | 2 | 106 | 0.66% |
Impact of related-party transactions on income statement accounts
| Total 2017 |
Subsidiaries | Giuseppe Saleri Sapa |
Other related parties |
Total related parties |
Impact on the total |
|
|---|---|---|---|---|---|---|
| Revenue | 115,687 | 10,239 | - | - | 10,239 | 8.85% |
| Other income | 2,648 | 414 | 10 | - | 424 | 16% |
| Materials | 36,556 | 1,548 | - | - | 1,548 | 4.24% |
| Services | 27,602 | 3,966 | - | 20 | 3,987 | 14.44% |
| Capital gains on non-current assets | 98 | 97 | - | - | 97 | 99.58% |
| Write-downs of non-current assets | 682 | 682 | - | - | 682 | 100% |
| Financial income | 89 | 80 | - | - | 80 | 89.89% |
| Financial expenses | 482 | 2 | - | - | 2 | 0.46% |
| Total 2016 |
Subsidiaries | Giuseppe Saleri Sapa |
Other related parties |
Total related parties |
Impact on the total |
|
|---|---|---|---|---|---|---|
| Revenue | 101,523 | 6,680 | - | - | 6,680 | 6.58% |
| Other income | 2,279 | 399 | 10 | - | 409 | 17.95% |
| Materials | 36,895 | 916 | - | - | 916 | 2.48% |
| Services | 26,032 | 4,129 | - | 22 | 4,151 | 15.95% |
| Capital gains on non-current assets | 87 | 66 | - | - | 66 | 75.86% |
| Write-downs of non-current assets | 521 | 521 | - | - | 521 | 100% |
| Financial income | 85 | 82 | - | - | 82 | 96.47% |
Relations with subsidiaries mainly consist of:
Transactions with the shareholder, Giuseppe Saleri S.a.p.A., comprise:
Related-party transactions are regulated by specific contracts regulated at arm's length conditions.
Pursuant to CONSOB memorandum of 28 July 2006, the following section describes and comments on significant non-recurring events, the consequences of which are reflected in the economic, equity and financial results for the year:
| Shareholders' equity |
Net Profit | Net financial debt | Cash flows | |
|---|---|---|---|---|
| Financial statement values (A) |
92,087 | 8,001 | 31,717 | 900 |
| Recognition of "Patent box" tax benefit related to 2015 and 2016 (B) |
(772) | (772) | - | - |
| Financial statement notional value (A+B) |
91,315 | 7,229 | 31,717 | 900 |
As described in Note 33, in these separate financial statements the Company recognised the tax benefit relating to the Patent Box for the three-year period 2015 to 2017; the share relating to previous years is considered non-recurring and is therefore shown in the table above.
Pursuant to CONSOB memorandum of 28 July 2006, the Company declares that no atypical and/or unusual transactions as defined by the CONSOB memorandum were executed during 2017.
Sabaf S.p.A. also issued sureties to guarantee mortgage loans granted by banks to employees for a total of € 5,145,000 (€ 5,510,000 at 31 December 2016).
Fees to directors, statutory auditors and executives with strategic responsibilities are described in the Report on Remuneration that will be presented to the shareholders' meeting called to approve these separate financial statements.
At 31 December 2017, there were no equity-based incentive plans for the Company's directors and employees.
| Company name | Registered offices | Share capital at 31 December 2017 |
Shareholders | Ownership % | Shareholders' equity at 31 December 2017 |
2017 profit (loss) |
|---|---|---|---|---|---|---|
| Faringosi-Hinges S.r.l. | Ospitaletto (BS) | € 90,000 |
Sabaf S.p.A. | 100% | € 6,248,113 |
€ 695,664 |
| Sabaf Immobiliare s.r.l. | Ospitaletto (BS) | € 25,000 |
Sabaf S.p.A. | 100% | € 23,582,409 |
€ 1,673,079 |
| Sabaf do Brasil Ltda | Jundiaì (Brazil) | BRL 24,000,000 | Sabaf S.p.A. | 100% | BRL 41,353,284 | BRL 4,894,931 |
| Sabaf US Corp. | Plainfield (USA) | USD 100,000 | Sabaf S.p.A. | 100% | USD -79,482 | USD -53,095 |
| Sabaf Appliance Components (Kunshan) Co., Ltd. |
Kunshan (China) | € 4,400,000 |
Sabaf S.p.A. | 100% | CNY 60,007 | CNY -5,275,687 |
| Sabaf Beyaz Esya Parcalari Sanayi Ve Ticaret Limited Sirteki |
Manisa (Turkey) | TRY 28,000,000 | Sabaf S.p.A. | 100% | TRY 72,264,252 | TRY 19,621,894 |
| Sabaf Appliance Components Trading (Kunshan) Co., Ltd. in liquidation |
Kunshan (China) | € 200,000 |
Sabaf S.p.A. | 100% | CNY 1,955,552 | CNY 5,225 |
| A.R.C. s.r.l. | Campodarsego (PD) | € 45,000 |
Sabaf S.p.A. | 70% | € 4,650,017 |
€ 328,544 |
None
1 Values taken from the separate financial statements of subsidiaries, prepared in accordance with locally applicable accounting standards
| Description | Amount | Possibility of utilisation |
Available share |
Amount subject to taxation for the company in the case of distribution |
|---|---|---|---|---|
| Capital reserve: | ||||
| Share premium reserve | 10,002 | A, B, C | 10,002 | 0 |
| Revaluation reserve, Law 413/91 | 42 | A, B, C | 42 | 42 |
| Revaluation reserve, Law 342/00 | 1,592 | A, B, C | 1,592 | 1,592 |
| Retained earnings: | ||||
| Legal reserve | 2,307 | B | 0 | 0 |
| Other retained earnings | 58,876 | A, B, C | 58,876 | 0 |
| Valuation reserve: | ||||
| Post-employment benefit actuarial reserve |
(477) | 0 | 0 | |
| Total | 72,342 | 70,512 | 1,634 |
A. for share capital increase
B. to hedge losses
C. for distribution to shareholders
| Gross value | Cumulative depreciation |
Net value | ||
|---|---|---|---|---|
| Investment property | Law 72/1983 1989 merger Law 413/1991 1994 merger |
137 516 47 1,483 |
(137) (450) (42) (1,046) |
0 66 5 437 |
| Law 342/2000 | 2,870 | (2,368) | 502 | |
| 5,053 | (4,043) | 1,010 | ||
| Plants and machinery | Law 576/75 Law 72/1983 1989 merger 1994 merger |
205 2,224 6,140 6,820 15,389 |
(205) (2,224) (6,140) (6,820) (15,389) |
0 0 0 0 0 |
| Industrial and commercial equipment |
Law 72/1983 | 161 | (161) | 0 |
| Other assets | Law 72/1983 | 50 | (50) | 0 |
| TOTAL | 20,653 | (19,643) | 1,010 |
Sabaf S.p.A. is a company organised under the legal system of the Republic of Italy.
| Registered and administrative office: | Via dei Carpini, 1 25035 Ospitaletto (Brescia) |
|||
|---|---|---|---|---|
| Contacts: | Tel: Fax: Email: Website: |
+39 030 - 6843001 +39 030 – 6848249 [email protected] http://www.sabaf.it |
||
| Tax information: | R.E.A. Brescia Tax Code VAT Number |
347512 03244470179 01786911082 |
The following table, prepared pursuant to Article 149-duodecies of the CONSOB Issuers' Regulation, shows fees relating to 2017 for auditing services and for services other than auditing provided by the Independent Auditor. No services were provided by entities belonging to the network.
| (€/000) | Party providing the service |
Fees pertaining to the 2017 financial year |
|---|---|---|
| Audit | Deloitte & Touche S.p.A. | 57 |
| Certification services | Deloitte & Touche S.p.A. | 2(1) |
| Other services | Deloitte & Touche S.p.A. | 14(2) |
| Total | 73 |
(1) signing of Unified Tax Return, IRAP and 770 forms
(2) auditing procedures agreement relating to interim management reports, auditing of statements and training activities
Pietro Iotti, the Chief Executive Officer, and Gianluca Beschi, the Financial Reporting Officer of Sabaf S.p.A., have taken into account the requirements of Article 154-bis, paragraphs 3 and 4, of Legislative Decree 58 of 24 February 1998 and can certify:
of the administrative and accounting procedures for the formation of the separate financial statements during the 2017 financial year.
They also certify that:
Ospitaletto, 26 March 2018
Chief Executive Officer Pietro Iotti
The Financial Reporting Officer Gianluca Beschi
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