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Sabaf

Interim / Quarterly Report Sep 10, 2024

4440_ir_2024-09-10_e1547d62-9195-4403-807f-27f7f8095917.pdf

Interim / Quarterly Report

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HALF-YEARLY REPORT AT 30 JUNE 2024

TABLE OF CONTENTS

Group structure and corporate bodies
Interim Management Statement 4
Half-Yearly Condensed Consolidated Financial
Statements
18
Consolidated statement of financial position 19
Consolidated income statement 20
Consolidated statement of comprehensive income 21
Consolidated statement of cash flows 22
Statement of changes in consolidated shareholders'
equity
23
Explanatory notes 24
Certification of the Half-Yearly Condensed
Consolidated Financial Statements pursuant to Art.
154-bis of Legislative Decree 58/98
49

Independent auditors' report

GROUP STRUCTURE AND CORPORATE BODIES Group structure

Parent company

SABAF S.p.A. REA.: Brescia 347512 Tax Code: 03244470179 Share capital at 30 June 2024: €12,686,795 fully paid in Web site: www.sabafgroup.com

Registered and administrative office: Via dei Carpini 1 - 25035 Ospitaletto (Brescia)

Subsidiaries and equity interest attributable to the Group

Italy 100%
Brazil 100%
Turkey 100%
China 100%
U.S.A. 100%
Italy 100%
India 100%
Mexico 100%
Italy 100%
Italy 100%
Italy 100%
U.S.A. 100%
U.S.A. 51%

Corporate bodies

Board of Directors

Chairman Claudio Bulgarelli
Chief Executive Officer Pietro Iotti
Director Gianluca Beschi
Director Alessandro Potestà
Director Cinzia Saleri
Director (*) Laura Ciambellotti
Director (*) Michela Maurelli
Director (*) Federica Menichetti
Director (*) Daniela Toscani
(*) independent directors

Board of Statutory Auditors

Chairman Alessandra Tronconi
Statutory Auditor Maria Alessandra Zunino de Pignier
Statutory Auditor Mauro Giorgio Vivenzi

Independent Auditors EY S.p.A.

INTERIM MANAGEMENT STATEMENT

INTERIM MANAGEMENT STATEMENT

Introduction

This Half-Yearly Report at 30 June 2024 has been prepared in accordance with Art. 154 ter of Legislative Decree 58/1998 and in compliance with the applicable international accounting standards recognised in the European Community and, in particular, IAS 34 - Interim Financial Reporting. The half-year figures at 30 June 2024 and 30 June 2023 and for the six-month period ended on the same dates were audited by EY S.p.A., the financial figures at 31 December 2023, shown for comparative purposes, were audited by EY S.p.A.

The business

The Sabaf Group is active in the production of components for household appliances and is one of the world's leading manufacturers of components for gas cooking appliances. Its reference market therefore consists of manufacturers of household appliances.

Sabaf's product range focuses on the following main lines:

  • Gas components, made up of:
    • Valves and thermostats, with or without thermoelectric safety devices: the components that regulate the flow of gas to the burner;
    • Burners: these are the components that, via the mixing of gas with air and combustion of the gas used, produce one or more rings of flame;
    • Accessories: other components that complete the range, aimed particularly at making it possible to light and control the flame.
  • Hinges: these components enable the smooth and balanced movement of appliance doors when they are opened or closed.
  • Electronic components for household appliances, such as electronic control boards, timers and display and power units for ovens, refrigerators, freezers, hoods and other products.
  • Electromagnetic induction cooking components: complete kits including all components for hob operation.

The Sabaf Group currently has fifteen production plants: Ospitaletto (Brescia), Bareggio (Milan), Campodarsego (Padua), Crespellano (Bologna - two plants), Fabriano (Ancona), Jundiaì (Brazil), Manisa (Turkey), Istanbul (Turkey – two plants), Kunshan (China), Myszkow (Poland). Hosur (India), San Luis Potosi (Mexico), where series production started at the beginning of 2024, and Mansfield (USA), home to Mansfield Engineered Components LLC (MEC), a US company that the Sabaf Group acquired control of in July 2023 and consolidated as from 1 July 2023.

Economic performance

The economic results for the first half of 2024 and the second quarter of 2024 are presented and commented on below on a normalised basis, i.e. adjusted for the effects of the application of IAS 29 - the hyperinflation accounting standard - with reference to the financial statements of the subsidiary Sabaf Turkey. The comparative normalised consolidated economic results for the first half of 2023 and the second quarter of 2023 also exclude the start-up costs of Sabaf India, Sabaf Mexico and the Induction division, whose operations are included in the normalised consolidated results for the first half of 2024. This representation allows a better understanding of the Group's performance and a more accurate comparison with previous periods.

Half-year results

Data in thousands of
H1 2024 H1 2023 2024-2023
change
% change 12M 2023
Sales revenue
Hyperinflation – Turkey
Start-up revenue
144,677
(1,566)
-
108,962
5,983
-
35,715 +32.8% 237,949
1,160
(23)
Normalised revenue 143,111 114,945 28,166 +24.5% 239,086
EBITDA
EBTIDA %
Start-up costs
Hyperinflation – Turkey
23,674
16.4
-
(734)
11,414
10.5
1,154
3,029
12,260 +107.4% 29,612
12.4
2,649
786
Normalised EBITDA
Normalised EBITDA%
22,940
16.0
15,597
13.6
7,343 +47.1% 33,047
13.8
EBIT
EBIT %
Start-up costs
Hyperinflation – Turkey
12,394
8.6
-
1,099
1,855
1.7
1,466
3,795
10,539 +568.1% 11,062
4.6
3,724
2,710
Normalised EBIT
Normalised EBIT%
13,493
9.4
7,116
6.2
6,377 +89.6% 17,496
7.3
Net result
Net result %
Start-up costs
Hyperinflation – Turkey
8,363
5.8
-
1,779
(1,422)
-1.3
1,373
3,286
9,785 n/a 3,103
1.3
3,530
7,521
Normalised result of the 10,142 3,237 6,905 +213.3% 14,154
Group
Normalised result %
7.1 2.8 5.9

First half of 2024

In a market that is still struggling to recover from the lows of 2023, Sabaf performed very well thanks to its increasing internationalisation, the expansion and diversification of its product range and its increased production potential.

In the first half of 2024, the Sabaf Group achieved normalised sales revenue of €143.1 million, up 24.5% compared to €114.9 million in the first half of 2023 (+12.6% on a likefor-like basis).

Normalised EBITDA for the first half of 2024 was €22.9 million (16% of sales), up by 47.1% compared to the figure of €15.6 million (13.6%) in the first half of 2023.

Normalised EBIT was €13.5 million (9.4%), up 89.6% compared to €7.1 million (6.2%) in the first half of 2023.

Normalised net profit for the period was €10.1 million (€3.2 million in the first half of 2023).

Quarterly results

Data in thousands of
Q2 2024
(*)
Q2 2023
(*)
Change
2024 – 2023
% change 12M 2023
Sales revenue
Hyperinflation – Turkey
Start-up revenue
75,816
(1,703)
-
50,899
5,899
-
24,917 +49.0% 237,949
1,160
(23)
Normalised revenue 74,113 56,798 17,315 +30.5% 239,086
EBITDA
EBTIDA %
Start-up costs
Hyperinflation – Turkey
13,106
17.3
-
(719)
4,885
9.6
800
2,778
8,221 +168.3% 29,612
12.4
2,649
786
Normalised EBITDA 12,387 8,463 3,924 +46.4% 33,047
Normalised EBITDA% 16.7 14.9 13.8
EBIT
EBIT %
Start-up costs
Hyperinflation – Turkey
7,421
9.8
-
260
358
0.7
983
2,897
7,063 n/a 11,062
4.6
3,724
2,710
Normalised EBIT 7,681 4,238 3,443 +81.2% 17,496
Normalised EBIT% 10.4 7.5 7.3
Net result
Net result %
Start-up costs
Hyperinflation – Turkey
4,093
5.4
-
1,354
(631)
-1.2
936
1,517
4,724 n/a 3,103
1.3
3,530
7,521
Normalised result of the 5,447 1,822 3,625 +199.0% 14,154
Group
Normalised result %
7.3 3.2 5.9

Second quarter of 2024

(*) unaudited figures

The strong improvement in the Group's economic results continued also in the second quarter.

The Group recorded normalised sales of €74.1 million, up by 30.5% compared to the second quarter of 2023 (+18.2% on a like-for-like basis).

Normalised EBITDA for the second quarter was €12.4 million (16.7% of turnover), up by 46.4% compared to the figure of €8.5 million (14.9%) in the second quarter of 2023. The return to excellent profitability levels is a direct consequence of the significant recovery in business volumes and the adequate use of production capacity at the main plants.

Normalised EBIT was €7.7 million (10.4%), up 81.2% compared to €4.2 million in the second quarter of 2023 (7.5%).

Normalised net profit for the period was €5.4 million (€1.8 million in the second quarter of 2023).

Balance sheet, cash flows and financial debt at 30 June 2024


Data in thousands of
30/06/2024 31/12/2023 30/06/2023
Non-current assets 181,619 181,167 166,788
Short-term assets1 149,925 133,401 124,256
Short-term liabilities2 (73,213) (61,553) (63,810)
3
Net working capital
76,712 71,848 60,446
Provisions for risks and charges, Post-employment benefits,
deferred taxes, other (9,278) (9,477) (9,087)
non-current payables
Net invested capital 249,053 243,538 218,147
Short-term net financial position 8,160 20,118 7,757
Medium/long-term net financial position (82,923) (93,268) (81,588)
Net financial debt (74,763) (73,150) (73,831)
Shareholders' equity 174,290 170,388 144,316

Cash flows for the financial year are summarised in the table below:


(
/000)
30/06/2024 31/12/2023 30/06/2023
Opening liquidity 36,353 20,923 20,923
Operating cash flow 13,693 39,852 24,339
Cash flow from investments (6,152) (16,942) (11,127)
Free cash flow 7,541 22,910 13,212
Cash flow from financing activities (10,545) (14,670) (6,261)
Acquisitions - (9,108) (783)
Payment of dividends (7,229) - -
Treasury share transactions - - (462)
Share capital increase - 17,312 -
Foreign exchange differences (575) (1,014) 776
Cash flow for the period (10,808) 15,430 6,482
Closing liquidity 25,545 36,353 27,405

1 Sum of Inventories, Trade receivables, Tax receivables and Other current receivables

2 Sum of Trade payables, Tax payables and Other liabilities

3 Difference between short-term assets and short-term liabilities

In the first half of 2024, operations generated cash flows of €13.7 million. At 30 June 2024, the impact of the net working capital3 on revenue was 26.5% compared to 34.1% at 30 June 2023 and 30.2% at the end of 2023.

Net investments for the half-year came to €6.2 million (€11.1 million in the first half of 2023 and €16.9 million for the whole of 2023).

At 30 June 2024, net financial debt was €74.8 million (€73.2 million at 31 December 2023 and €73.8 million at 30 June 2023), against a shareholders' equity of €174.3 million. The net financial debt at 30 June 2024 includes the financial liability of €11.5 million related to the recognition of the put option granted to the minority shareholders of MEC (US company in which Sabaf acquired 51% in July 2023) and the financial liabilities of €6.7 million recognised in accordance with IFRS 16 (€6.1 million related to operating leases and €0.6 million related to finance leases).

Intra-group and related party transactions

Transactions with related parties, including intra-group transactions, have not been qualified as atypical or unusual, as they fall under the normal course of Group operations. These transactions are regulated at arm's length conditions.

Related-party transactions other than intra-group transactions are described in the Explanatory Notes to the half-yearly condensed consolidated financial statements, which also show to what extent related- party transactions affected financial statement items.

Risk factors related to the segment in which the Group operates and main risks and uncertainties for the remainder of 2024

Risks related to the conflicts in Ukraine and in the Middle East

In relation to the conflict between Ukraine and Russia, note that the Group has an insignificant direct exposure to the markets of Russia, Belarus and Ukraine. However, these are markets supplied by some of the Sabaf Group's customers, who are exposed to these markets to varying degrees. The conflict led to an increase in the cost of raw materials and energy, which had a significant impact on the global economy and on the recovery of inflation, which prompted Western central banks to raise interest rates. Inflationary tensions have partially eased from the second half of 2023; at the same time, interest rates initially stabilised and then began a slower and less pronounced decline than the market had expected.

In October 2023, the war that broke out between Israel and Hamas led to a further increase in global geopolitical tensions. The Group has not identified any significant risks related to this conflict as it does not operate in the affected areas; however, transit difficulties in the Red Sea have resulted in increased costs and longer intercontinental transport times, although these are not currently having a significant impact on the Group's business.

In general, the economic recovery that characterised the early post-pandemic period has faded and the short to medium term outlook remains very uncertain and difficult to assess, with the possibility of continued macroeconomic weakness in mature markets (Europe and the US). The Group continuously monitors the macroeconomic environment and its impact on the business.

Climate change and energy transition

The Sabaf Group is carrying out a structured analysis (Climate Risk Assessment) to identify all relevant physical and transition risks, the possibility of taking advantage of climaterelated opportunities and to assess the potential economic impact.

With regard to physical risks related to climate change, such as the increase in global temperatures, sea level and the increase in extreme weather events, the Group has not identified any significant risks to date.

On the other hand, transitional risks, such as the increase in energy costs, changes in consumer choices or those related to the introduction of new technologies, which the Group manages at a strategic level, are of significant impact and probability.

The Group is aware of the ongoing trend at European level to reduce the use of gas as part of a general decarbonisation strategy, which also has an impact on the market in which it operates. In particular, the increase in demand in Europe is related to certain elements that consumers perceive as rewarding: the high efficiency of induction cooking, the speed of cooking, the ease of cleaning, and the perceived greater safety. There is a widespread perception that the environmental impact of induction cooking is lower than that of gas cooking. Actually, the measurement of environmental impact cannot be separated from the consideration of the electricity production mix. Authoritative studies show that, given the current electricity production mix, the total CO2 emissions over the life cycle of an induction hob are more than 50% higher than the total emissions of a gas hob. On the other hand, in the medium to long term, energy transition policies aimed at reducing fossil fuel production and promoting renewable energy will change the energy mix, reducing the environmental footprint of induction cooking appliances.

In this context, the Sabaf Group has for some time now been pursuing a policy of organic investments and through acquisitions, aimed at:

  • at expanding the product range, reducing the proportion of sales revenue from gas components from over 90% to less than 60%;
  • expanding its production presence and share in non-European markets, particularly in those areas where the demand for gas cooking appliances is expected to grow in the long term.

Moreover, the Group launched a major investment plan to enter the market for electromagnetic induction cooking components, which complement the other cooking technologies already in the Sabaf range, enabling the Group to cover all cooking technologies: gas, traditional electric and induction.

Finally, the Sabaf Group is involved in various experimental projects to test the feasibility of using hydrogen to replace or mix with natural gas (methane) in gas appliances. Sabaf has already produced burners that can work properly on 100% hydrogen-powered cookers and hobs.

The Sabaf Group is also exposed to various risk factors, attributable to the macrocategories described below:

Risks of external context

Risks deriving from the external context in which Sabaf operates, which could have a negative impact on the economic and financial sustainability of the business in the medium/long-term. The most significant risks in this category are related to general economic conditions, trend in demand and product competition, in addition to the risks related to the possible instability in the emerging countries in which the Group operates.

Strategic risks

Strategic risks that could negatively impact Sabaf's medium-term performance, including, for example, risks related to low profitability of certain product lines, the risks arising from the mismatch between market needs and product innovation and the loss of business opportunities in the Chinese market.

Operational risks

Risks of suffering losses due to inadequate or malfunctioning processes, human resources and information systems. This category includes financial risks (e.g. losses deriving from the volatility of the price of raw materials and from fluctuations in exchange rates), risks related to production processes (e.g. product liability, saturation level of production capacity), organisational risks (e.g. loss of key staff and expertise and/or the difficulty of replacing them) and Information Technology risks.

Legal and compliance risks

Risks related to Sabaf's contractual liabilities and compliance with the regulations applicable to the Group, including: Legislative Decree 231/2001, Law 262/2005, HSE regulations, regulations applicable to listed companies, tax regulations, labour regulations, international trade regulations and intellectual property regulations.

The Report on Operations at 31 December 2023, to which reference should be made, describes in detail these risks and the related risk management actions that are currently being implemented.

Significant events after the end of the half-year

No significant events occurred after the end of the first half of 2024.

Outlook for the current year

The sales trend and the order portfolio for the coming months suggest that the performance in the second half of the year will be in line with the first half of the year and that the Group will achieve an all-time revenue record in 2024.

In the second half of the year, the contribution to sales from new production facilities in Mexico and India and from induction cooking components is increasing.

For the Board of Directors The Chairman Claudio Bulgarelli

Ospitaletto, 4 September 2024

Annexes to the Interim Management Statement

Normalised half-year
revenue

(
/000)
H1 2024 % H1 2023 % % change 2023 FY
Europe (excluding Turkey) 41,492 29.0% 38,953 33.9% +6.5% 71,734
Turkey 36,853 25.8% 31,357 27.3% +17.5% 63,419
North America 30,437 21.3% 17,458 15.2% +74.3% 47,697
South America 17,620 12.3% 12,916 11.2% +36.4% 27,858
Africa and Middle East 9,236 6.5% 10,134 8.8% -8.9% 17,762
Asia and Oceania 7,473 5.2% 4,127 3.6% +81.1% 10,616
Total 143,111 100% 114,945 100% +24.5% 239,086

Normalised turnover by geographical area

Normalised quarterly
revenue

(
/000)
Q2 2024* % Q2 2023* % % change 2023 FY
Europe (excluding Turkey) 20,834 28.1% 19,188 33.8% +8.6% 71,734
Turkey 18,467 24.9% 14,441 25.4% +27.9% 63,419
North America 15,779 21.3% 9,735 17.1% +62.1% 47,697
South America 10,660 14.4% 6,187 10.9% +72.3% 27,858
Africa and Middle East 4,292 5.8% 4,814 8.5% -10.8% 17,762
Asia and Oceania 4,081 5.5% 2,433 4.3% +67.7% 10,616
Total 74,113 100% 56,798 100% +30.5% 239,086

Normalised turnover by product line

Normalised half-year
revenue

(
/000)
H1 2024 % H1 2023 % % change 2023 FY
Gas parts 84,754 59.2% 72,556 63.2% +16.8% 144,010
Hinges 43,932 30.7% 29,021 25.2% +51.4% 70,410
Electronic components 14,194 9.9% 13,368 11.6% +6.2% 24,666
Induction 231 0.2% - - n/a -
Total 143,111 100% 114,945 100% +24.5% 239,086
Normalised quarterly
revenue

(
/000)
Q2
2024*
% Q2 2023* % % change 2023 FY
Gas parts 44,129 59.5% 36,334 64.0% +21.5% 144,010
Hinges 23,001 31.0% 13,707 24.1% +67.8% 70,410
Electronic components 6,832 9.3% 6,757 11.9% +1.1% 24,666
Induction 151 0.2% - - n/a -
Total 74,113 100% 56,798 100% +30.5% 239,086

(*) unaudited figures

Reconciliation of the consolidated income statement at 30 June 2024


(
/000)
H1 2024 IAS29
effect
H1 2024
Normalised
INCOME STATEMENT COMPONENTS
OPERATING REVENUE AND INCOME
Revenue 144,677 (1,566) 143,111
Other income 4,638 (39) 4,599
Total operating revenue and income 149,315 (1,605) 147,710
OPERATING COSTS
Materials (71,296) 652 (70,644)
Change in inventories 5,313 (170) 5,143
Services (25,284) 160 (25,124)
Personnel costs (34,735) 228 (34,507)
Other operating costs (1,163) 1 (1,162)
Costs for capitalised in-house work 1,524 - 1,524
Total operating costs (125,641) 871 (124,770)
OPERATING PROFIT BEFORE
DEPRECIATION AND AMORTISATION,
CAPITAL GAINS/LOSSES, AND WRITE
DOWNS/WRITE-BACKS OF NON
23,674 (734) 22,940
CURRENT ASSETS
Depreciations and amortisation (11,327) 1,789 (9,538)
Capital gains on disposals of non-current assets 55 44 99
Value adjustments of non-current assets (8) - (8)
EBIT 12,394 1,099 13,493
Financial income 1,648
(2,334)
(9)
(3)
1,639
(2,337)
Financial expenses
Net income/(expenses) from hyperinflation
(1,119) 1,119 -
Exchange rate gains and losses 864 (21) 843
Profits and losses from equity investments - - -
PROFIT BEFORE TAXES 11,453 2,185 13,638
Income taxes (2,625) (406) (3,031)
NET PROFIT FOR THE PERIOD 8,828 1,779 10,607
of which:
Minority interests 465 - 465
PROFIT ATTRIBUTABLE TO THE GROUP 8,363 1,779 10,142

Reconciliation of the consolidated income statement at 30 June 2023

H1 2023 IAS29 Start-up H1 2023

(
/000)
effect effect Normalised
INCOME STATEMENT COMPONENTS
OPERATING REVENUE AND INCOME
Revenue 108,962 5,983 - 114,945
Other income 4,062 162 - 4,224
Total operating revenue and income 113,024 6,145 - 119,169
OPERATING COSTS
Materials (54,580) (2,090) 44 (56,626)
Change in inventories (1,385) 378 3 (1,004)
Services (20,809) (666) 894 (20,581)
Personnel costs (25,937) (729) 213 (26,453)
Other operating costs (795) (9) - (804)
Costs for capitalised in-house work 1,896 - - 1,896
Total operating costs (101,610) (3,116) 1,154 (103,572)
OPERATING PROFIT BEFORE
DEPRECIATION AND AMORTISATION,
CAPITAL GAINS/LOSSES, AND WRITE
DOWNS/WRITE-BACKS OF NON
11,414 3,029 1,154 15,597
CURRENT ASSETS
Depreciations and amortisation (9,547) 766 312 (8,469)
Capital gains on disposals of non-current assets (12) - - (12)
Value adjustments of non-current assets - - - -
EBIT 1,855 3,795 1,466 7,116
Financial income 532 73 - 605
Financial expenses (1,867) 4 - (1,863)
Net income/(expenses) from hyperinflation (677) 677 - -
Exchange rate gains and losses (1,711) (380) - (2,091)
Profits and losses from equity investments - - - -
PROFIT BEFORE TAXES (1,868) 4,169 1,466 3,767
Income taxes 446 (883) (93) (530)
NET PROFIT FOR THE PERIOD (1,422) 3,286 1,373 3,237
of which:
Minority interests - - - -
PROFIT ATTRIBUTABLE TO THE GROUP (1,422) 3,286 1,373 3,237

Consolidated statement of financial position

ASSETS
NON-CURRENT ASSETS
Property, plant and equipment
106,712
107,316
108,741
101,998
Investment property
580
668
691
862
Intangible assets
60,427
59,616
57,231
50,887
Equity investments
86
95
95
97
Non-current receivables
1,133
1,415
1,094
1,690
Deferred tax assets
12,681
12,060
13,315
10,728
Total non-current assets
181,619
181,170
181,167
166,262
CURRENT ASSETS
Inventories
65,624
63,429
61,985
59,524
Trade receivables
71,105
66,466
55,826
52,801
Tax receivables
8,663
11,274
11,722
8,994
Other current receivables
4,533
4,387
3,868
2,937
Current financial assets
9,370
6,601
7,257
4,758
Cash and cash equivalents
25,545
31,166
36,353
27,405
Total current assets
184,840
183,323
177,011
156,419
ASSETS HELD FOR SALE
-
-
-
526
TOTAL ASSETS
366,459
364,493
358,178
323,207
SHAREHOLDERS' EQUITY AND LIABILITIES
SHAREHOLDERS' EQUITY
Share capital
12,687
12,687
12,687
11,533
Retained earnings, Other reserves
93,910
104,456
97,656
99,328
IAS 29 reserve
50,757
47,031
48,649
34,877
Net profit for the period
8,363
4,270
3,103
(1,422)
144,316
Total equity interest pertaining to the Parent Company
165,717
168,444
162,095
Minority interests
8,573
8,222
8,293
-
Total shareholders' equity
174,290
176,666
170,388
144,316
NON-CURRENT LIABILITIES
Loans
71,396
78,912
81,547
81,588
Other financial liabilities
11,527
11,721
11,721
-
Post-employment benefit and retirement provisions
3,832
3,767
3,805
3,713
Provisions for risks and charges
327
334
353
440
Deferred tax liabilities
4,901
5,098
5,136
4,934
Other non-current payables
218
218
183
-
Total non-current liabilities
92,201
100,050
102,745
90,675
CURRENT LIABILITIES
Loans
26,575
24,003
23,317
24,231
Other financial liabilities
180
267
175
175
Trade payables
51,034
44,541
42,521
45,766
Tax payables
3,497
3,615
3,025
3,036
Other payables
18,682
15,351
16,007
15,008
Total current liabilities
99,968
87,777
85,045
88,216
LIABILITIES HELD FOR SALE
-
-
-
-

(
/000)
30/06/2024 31/03/2024 31/12/2023 30/06/2023
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 366,459 364,493 358,178 323,207

Consolidated Income Statement


(
/000)
Q2 2024 (*) Q2 2023 (*) H1 2024 H1 2023
OPERATING REVENUE AND INCOME
Revenue
75,816 50,899 144,677 108,962
Other income 2,500 1,714 4,638 4,062
Total operating revenue and income 78,316 52,613 149,315 113,024
OPERATING COSTS
Materials (37,985) (23,514) (71,296) (54,580)
Change in inventories 3,595 (2,735) 5,313 (1,385)
Services
Personnel costs
(13,236)
(17,633)
(9,589)
(12,767)
(25,284)
(34,735)
(20,809)
(25,937)
Other operating costs (746) (253) (1,163) (795)
Costs for capitalised in-house work 795 1,130 1,524 1,896
Total operating costs (65,210) (47,728) (125,641) (101,610)
OPERATING PROFIT BEFORE
DEPRECIATION & AMORTISATION,
CAPITAL GAINS/LOSSES AND
13,106 4,885 23,674 11,414
WRITE-DOWNS/WRITE-BACKS OF
NON-CURRENT ASSETS (EBITDA)
Depreciations and amortisation (5,689) (4,515) (11,327) (9,547)
Capital gains/(losses) on disposals of non
current assets
12 (12) 55 (12)
Write-downs/write-backs of non-current
assets (8) - (8) -
OPERATING PROFIT (EBIT) 7,421 358 12,394 1,855
Financial income 997 442 1,648 532
Financial expenses (1,263) (1,081) (2,334) (1,867)
Net income/(expenses) from (1,460) 730 (1,119) (677)
hyperinflation
Exchange rate gains and losses
Profits and losses from equity investments
110
-
(1,180)
-
864
-
(1,711)
-
PROFIT BEFORE TAXES 5,805 (731) 11,453 (1,868)
Income taxes (1,445) 100 (2,625) 446
PROFIT FOR THE YEAR 4,360 (631) 8,828 (1,422)
of which
Minority interests 267 - 465 -
PROFIT ATTRIBUTABLE TO THE
GROUP
4,093 (631) 8,363 (1,422)

(*) unaudited figures

HALF-YEARLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AT 30 JUNE 2024

Consolidated statement of financial position


(
/000)
ASSETS
Notes 30/06/2024 31/12/2023
NON-CURRENT ASSETS
Property, plant and equipment 1 106,712 108,741
Investment property 2 580 691
Intangible assets 3 60,427 57,231
Equity investments 4 86 95
Non-current receivables 5 1,133 1,094
Deferred tax assets 23 12,681 13,315
Total non-current assets 181,619 181,167
CURRENT ASSETS
Inventories 6 65,624 61,985
Trade receivables 7 71,105 55,826
Tax receivables 8 8,663 11,722
Other current receivables 9 4,533 3,868
Current financial assets 10 9,370 7,257
Cash and cash equivalents 11 25,545 36,353
Total current assets 184,840 177,011
ASSETS HELD FOR SALE - -
TOTAL ASSETS 366,459 358,178
SHAREHOLDERS' EQUITY AND LIABILITIES
SHAREHOLDERS' EQUITY
Share capital 12 12,687 12,687
Retained earnings, Other reserves 13 93,910 97,656
Reserve IAS29 50,757 48,649
Net profit for the period 8,363 3,103
Total equity interest pertaining to the Parent Company 165,717 162,095
Minority interests 8,573 8,293
Total shareholders' equity 174,290 170,388
NON-CURRENT LIABILITIES
Loans 14 71,396 81,547
Other financial liabilities 15 11,527 11,721
Post-employment benefit and retirement provisions 16 3,832 3,805
Provisions for risks and charges 17 327 353
Deferred tax liabilities 23 4,901 5,136
Other non-current payables
Total non-current liabilities
18 218
92,201
183
102,745
CURRENT LIABILITIES
Loans 14 26,575 23,317
Other financial liabilities
Trade payables
15
19
180
51,034
175
42,521
Tax payables 20 3,497 3,025
Other payables 21 18,682 16,007
Total current liabilities 99,968 85,045
LIABILITIES HELD FOR SALE - -
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 366,459 358,178

Consolidated income statement


(
/000)
Notes H1 2024 H1 2023
OPERATING REVENUE AND INCOME
Revenue 24 144,677 108,962
Other income 25 4,638 4,062
Total operating revenue and income 149,315 113,024
OPERATING COSTS
Materials 26 (71,296) (54,580)
Change in inventories 5,313 (1,385)
Services 27 (25,284) (20,809)
Personnel costs 28 (34,735) (25,937)
Other operating costs 29 (1,163) (795)
Costs for capitalised in-house work 1,524 1,896
Total operating costs (125,641) (101,610)
OPERATING PROFIT BEFORE DEPRECIATION &
AMORTISATION, CAPITAL GAINS/LOSSES AND
WRITE-DOWNS/WRITE-BACKS OF NON 23,674 11,414
CURRENT ASSETS (EBITDA)
Depreciations and amortisation (11,327) (9,547)
Capital gains/(losses) on disposals of non-current assets 55 (12)
Write-downs/write-backs of non-current assets (8) -
OPERATING PROFIT (EBIT) 12,394 1,855
Financial income 30 1,648 532
Financial expenses 31 (2,334) (1,867)
Net income/(expenses) from hyperinflation 31 (1,119) (677)
Exchange rate gains and losses 32 864 (1,711)
Profits and losses from equity investments - -
PROFIT BEFORE TAXES 11,453 (1,868)
Income taxes 33 (2,625) 446
PROFIT FOR THE YEAR 8,828 (1,422)
of which
Minority interests 465 -
PROFIT ATTRIBUTABLE TO THE GROUP 8,363 (1,422)

(in
)
Basic earnings per share 34 0.670 (0.126)
Diluted earnings per share 34 0.670 (0.126)

Consolidated statement of comprehensive income


(
/000)
H1 2024 H1 2023
NET PROFIT FOR THE PERIOD 8,828 (1,422)
Total profits/losses that will be subsequently reclassified
under profit (loss) for the period:
Forex differences due to translation of financial
statements in foreign currencies (7,211) (18,422)
Hedge accounting effect of derivative financial
instruments (79) 19
Tax effect - -
Total other profits/(losses) net of taxes for the (7,290) (18,403)
year
TOTAL RESULTS 1,538 (19,825)
of which
Minority interests for the period 465 -
MINORITY INTERESTS 465 -
PROFIT ATTRIBUTABLE TO THE GROUP 1,073 (19,825)

Consolidated statement of cash flows

Cash and cash equivalents at beginning of period H1 2024
36,353
H1 2023
20,923
Net profit/(loss) for the period 8,828 (1,422)
Adjustments for:
- Depreciation and amortisation for the period 11,327 9,547
- Realised gains/losses (55) 12
- Profits and losses from equity investments 8 -
- Revaluation IAS 29 1,779 3,286
- Financial income and expenses (729) 1,375
- IFRS 2 measurement stock grant plan (299) 238
- Income tax 2,625 (446)
- Non-monetary foreign exchange differences 374 -
Change in post-employment benefit 27 52
Change in risk provisions (26) (117)
Change in trade receivables (15,745) 3,398
Change in inventories (4,813) 545
Change in trade payables 8,730 6,897
Change in net working capital (11,828) 10,840
Change in other receivables and payables, deferred taxes 3,495 2,795
Payment of taxes (843) (766)
Payment of financial expenses (2,061) (1,660)
Collection of financial income 1,071 605
Cash flows from operations 13,693 24,339
Investments in non-current assets
- intangible (1,351) (1,409)
- tangible (5,061) (10,130)
- financial - -
Disposal of non-current assets 260 412
Cash flows from investment activities (6,152) (11,127)
Free cash flow 7,541 13,212
Repayment of loans (13,285) (20,857)
New loans 5,474 17,190
Change in financial assets (2,734) (2,594)
Purchase of treasury shares - (462)
Payment of dividends (7,229) 0
Cash flows from financing activities (17,774) (6,723)
Acquisitions and other changes in the scope of
consolidation - (783)
Foreign exchange differences (575) 776
Net cash flows for the period (10,808) 6,482
Cash and cash equivalents at end of period 25,545 27,405

Statement of changes in consolidated shareholders' equity


(
/000)
Share
capital
Share
premium
reserve
Legal
reserve
Treasury
shares
Translatio
n reserve
IAS 29
reserve
Post
employme
nt benefit
reserve
Other
reserves
Profit for the
year
Group
shareholde
rs' equity
Minority
interests
Sharehold
ers' equity
Balance at 31 December 2022 11,533 10,002 2,307 (3,221) (54,715) 32,748 (328) 142,587 15,249 156,162 - 156,162
Allocation of 2022 profit
-
carried forward
Share capital increase
IFRS 2 measurement
Stock
Grant
1,154 16,158 15,249
543
(15,249) -
17,312
543
-
17,312
543
Treasury share transactions (462) (462) (462)
Change in the scope of consolidation - 8,016 8,016
Put options on minorities (10,866) (10,866) (10,866)
Hyperinflation (IAS 29) 15,901 6,077 21,978 21,978
Other changes (1) (1) (1)
Change
in
translation
reserve
Other
components of
the
total
result
Total results at 31 December 2023
(25,713)
(25,713)
(37)
(37)
76
76
3,103
3,103
(25,713)
3,142
(22,571)
277
277
(25,713)
3,419
(22,294)
Balance at 31 December 2023 12,687 26,160 2,307 (3,683) (80,428) 48,649 (365) 153,665 3,103 162,095 8,293 170,388
Allocation of 2023 profit
-
carried forward
-
dividends
IFRS 2 measurement
Stock
Grant
Hyperinflation (IAS 29)
Other changes
175 1,573 2,108 (3,848)
(1,872)
7,521
(5)
(175)
(2,928)
(6,776)
(299)
9,629
(5)
(453) (7,229)
(299)
9,629
(5)
Change
in
translation
reserve
(7,211) (7,211) 268 (6,943)
Other
components of
the
total
result
Total result at 30 June 2024
(7,211) (79)
(79)
8,363
8,363
8,284
1,073
465
733
8,749
1,806
Balance at 30 June 2024 12,687 26,160 2,482 (2,110) (87,639) 50,757 (365) 155,382 8,363 165,717 8,573 174,290

EXPLANATORY NOTES

Basis of presentation and accounting policies used

The half-yearly condensed consolidated financial statements at 30 June 2024 were prepared in accordance with IAS 34 on interim reports. These condensed half-year consolidated financial statements do not include all the information required for the annual financial report and must be read together with the financial statements for the year ended 31 December 2023. Reference to IFRS also includes all current International Accounting Standards (IAS). They have been prepared in euro, rounding amounts to the nearest thousand, and are compared with the halfyearly and annual consolidated financial statements of the previous year, prepared according to the same standards. They consist of the consolidated statement of financial position, the consolidated income statement, the consolidated statement of comprehensive income, the statement of changes in consolidated shareholders' equity, the consolidated statement of cash flows and these explanatory notes.

The half-yearly consolidated financial statements have been prepared on a going concern basis with reference to which the Group assessed that it is a going concern in accordance with paragraphs 25 and 26 of IAS 1 and Art. 2423 bis of the Italian Civil Code, also due to the strong competitive position, positive profitability and solidity of the financial structure.

The consolidation policies, criteria for converting items in foreign currencies, the accounting principles and policies are the same as those used for preparing the financial statements at 31 December 2023, to which reference should be made for additional information, with the exception of the adoption as of 1 January 2024 of the new standards and amendments described below. The Group has not early adopted any new standards, interpretations or amendments issued but not yet in force.

New accounting standards

Amendments to IAS 7 "Statement of Cash Flows" and to IFRS 7 "Supplier Finance Arrangements"

The amendments to IAS 7 and IFRS 7 relate to reverse factoring contracts. In particular, they clarify their characteristics and require more disclosure to help users of financial statements understand the impact of such transactions on liabilities, cash flows and exposure to liquidity risk.

These changes had no impact on the Group's half-yearly condensed consolidated financial statements.

Amendments to IFRS 16 "Financial Instruments"

In September 2022, the IASB issued an amendment to IFRS 16 that provides specific measurement requirements for lease liabilities that may include variable lease payments arising from a sale and leaseback transaction. The objective is to ensure that the selling lessor does not recognise any gain or loss in respect of the right of use it retains.

These changes had no impact on the Group's half-yearly condensed consolidated financial statements.

Amendments to IAS 1 "Presentation of Financial Statements"

The amendments to IAS 1 specify the requirements for classifying liabilities as current or noncurrent. In particular, the amendments clarify a) what is meant by the right to postpone an

expiry; b) that the right to postpone must exist at the end of the reporting period, c) that the classification is not affected by the likelihood that the entity will exercise its right to postpone; d) that only if a derivative embedded in a convertible liability is itself an equity instrument does the maturity of the liability have no impact on classification, Finally, a requirement has been introduced to disclose when a liability arising from a loan agreement is classified as non-current and the entity's right to postpone is conditional on compliance with covenants within twelve months. These changes had no impact on the Group's half-yearly condensed consolidated financial statements.

Financial statements

The Group has adopted the following formats:

  • current and non-current assets and current and non-current liabilities are stated separately in the statement of the financial position;
  • an income statement that expresses costs using a classification based on the nature of each item;
  • a comprehensive income statement, which records all changes in Other overall earnings (losses) during the year, generated by transactions other than those conducted with shareholders and based on specific IAS/IFRS standards;
  • a statement of cash flows that presents cash flows originating from operating activity, using the indirect method.

Use of these formats permits the most meaningful representation of the Group's operating results, financial position and cash flows.

Scope of consolidation

The scope of consolidation at 30 June 2024 comprises the parent company Sabaf S.p.A. and the following companies controlled by Sabaf S.p.A., consolidated on a line-by-line basis:

  • Faringosi Hinges s.r.l.
  • Sabaf do Brasil Ltda (Sabaf Brazil)
  • Sabaf Beyaz Esya Parcalari Sanayi Ve Ticaret Limited Sirteki (Sabaf Turkey)
  • Sabaf Appliance Components (Kunshan) Co., Ltd. (Sabaf China)
  • A.R.C. s.r.l.
  • Sabaf U.S. corp. (Sabaf US)
  • Sabaf India Private Limited (India)
  • Sabaf Mexico Appliance Components (Sabaf Mexico)
  • C.M.I. s.r.l.
  • C.G.D. s.r.l.
  • P.G.A s.r.l.
  • Sabaf America Inc. (Sabaf America)
  • Mansfield Engineered Components LLC (MEC)

Control is the power to determine, directly or indirectly, the financial and management policies of an entity so as to obtain benefits from its activities. Subsidiaries are consolidated from the date on which control begins until the date on which control ceases.

The changes in the scope of consolidation compared to 30 June 2023 are related to:

  • the acquisition of the US company Mansfield Engineered Components LLC (MEC), which took place in July 2023, through the subsidiary Sabaf America Inc. MEC is fully consolidated as from 1 July 2023;
  • the mergers of PGA2.0 s.r.l. into P.G.A. S.r.l. and of Okida Elektronik Sanayi Ve Ticaret A.S. (Okida) into Sabaf Beyaz Esya Parcalari Sanayi Ve Ticaret Limited Sirteki (Sabaf Turkey), which took place in the second half of 2023.

Compared to 31 December 2023, consolidation scope has not changed.

The companies in which Sabaf S.p.A. simultaneously possess the following three elements are considered subsidiaries: (a) power over the company; (b) exposure or rights to variable returns resulting from involvement therein; (c) ability to affect the size of these returns by exercising power. If these subsidiaries exercise a significant influence, they are consolidated as from the date in which control begins until the date in which control ends so as to provide a correct representation of the Group's operating results, financial position and cash flows.

Consolidation criteria

The criteria applied for consolidation are as follows:

a) Assets and liabilities, income and costs in the financial statements consolidated on a line-byline basis are incorporated into the Group financial statements, regardless of the entity of the equity interest concerned. In addition, the carrying value of equity interests is eliminated against the shareholders' equity relating to investee companies.

b) Positive differences arising from elimination of equity investments against the carrying value of shareholders' equity at the date of first-time consolidation are attributed to the higher values of assets and liabilities when possible and, for the remainder, to goodwill.

c) Payable/receivable and cost/revenue items between consolidated companies and profits/losses arising from intra-group transactions are eliminated.

d) If minority shareholders exist, the portion of shareholders' equity and net profit for the period pertaining to them is posted in specific items of the consolidated statement of financial position and income statement.

Conversion into euro of foreign-currency income statements and statements of financial position

Separate financial statements of each company belonging to the Group are prepared in the currency of the country in which that company operates (functional currency). For the purposes of the consolidated financial statements, the financial statement of each foreign entity is expressed in euro, which is the Group's functional currency and the reporting currency for the consolidated financial statements.

The balance sheet items in accounts expressed in currencies other than euro are converted by applying current end-of-year exchange rates. Income statement items are converted at average exchange rates for the period, with the exception of the financial statements of the two Turkish subsidiaries operating in an hyperinflationary economy whose income statements are converted by applying the end-of-year exchange rate as required by IAS 21 paragraph 42.b.

Foreign exchange differences arising from the comparison between opening shareholders' equity converted at current exchange rates and at historical exchange rates, together with the difference between the net result expressed at average and current exchange rates, are allocated to "Other Reserves" in shareholders' equity.

The exchange rates used for conversion into euro of the statements of financial position of the foreign subsidiaries, prepared in local currency, are shown in the following table:

Description of
currency
Exchange rate in
effect at
30/06/2024
Average
exchange rate
01/01/2024 -
30/06/2024
Exchange rate
in effect at
30/06/2023
Average exchange
rate
01/01/2023 -
30/06/2023
Brazilian real 5.8915 5.4922 5.2788 5.4827
Turkish lira 35.1868 34.2364 28.3193 21.5662
Chinese renminbi 7.7748 7.8011 7.8930 7.4894
Indian Rupee 89.2495 89.9862 89.2065 88.8443
Mexican peso 19.5654 18.5089 18.5614 19.6457
US Dollar 1.0705 1.0813 1.0866 1.0807

Segment reporting

The Group's operating segments in accordance with IFRS 8 - Operating Segment are identified in the business segments that generate revenue and costs, whose results are periodically reassessed by top management in order to assess performance and decisions regarding resource allocation. The Group operating segments are the following:

  • gas parts (household and professional);
  • hinges;
  • electronic components;
  • components for induction cooking.

Use of estimates

The preparation of the half-yearly financial statements and notes in accordance with IFRS requires the Directors to make estimates and assumptions that affect the values of revenue, costs, assets and liabilities of the half-yearly financial statements and the disclosures on contingent assets and liabilities at 30 June 2024. In the event that in future these estimates and assumptions, which are based on the Directors' best assessments, should deviate from actual circumstances, they will be amended appropriately at the time the circumstances change. Estimates and assumptions are regularly reviewed and the effects of each change immediately reflected in the income statement.

It should also be noted that certain valuation processes, particularly the more complex ones such as the determination of any impairment losses of non-current assets, are generally carried out in full only for the preparation of the annual financial statements, when all information that could be necessary is available, except in cases in which impairment indicators require an immediate valuation of any impairment losses.

Hyperinflation – Turkey: application of IAS 29

In the half-yearly condensed consolidated financial statements at 30 June 2024, IAS 29 was applied with reference to the subsidiary Sabaf Turkey. The effect related to the re-measurement of non-monetary assets and liabilities, equity items and income statement items in the first half

of 2024 was recognised in a separate item in the income statement under financial income and expenses. The related tax effect was recognised in taxes for the period.

The cumulative levels of general consumer price indices are shown below:

Consumer price index Value at 31/12/2023 Value at 30/06/2024 Change
TURKSTAT 1,859.38 2,319.29 +24.73%
Consumer price index Value at 31/12/2022 Value at 31/12/2023 Change
TURKSTAT 1,128.45 1,859.38 +64.77%
Consumer price index Value at 31/12/2022 Value at 30/06/2023 Change
TURKSTAT 1,128.45 1,351.59 +19.77%

Effects of the application of the hyperinflation on the Consolidated Statement of Financial Position


(
/000)
30/06/2024 Hyperinflation
effect
30/06/2024
with Hyperinflation effect
Total non-current assets 144,721 36,898 181,619
Total current assets 183,340 1,500 184,840
Total assets 328,061 38,398 366,459
Total shareholders' equity 135,976 38,314 174,290
Total non-current liabilities 92,117 84 92,201
Total current liabilities 99,968 - 99,968
Total liabilities and shareholders'
equity
328,061 38,398 366,459

Effects of the application of the hyperinflation on the Consolidated Income Statement


(
/000)
6M
2024
Hyperinflation
effect
6M 2024
with Hyperinflation effect
Operating revenue and income 147,710 1,605 149,315
Operating costs (124,770) (871) (125,641)
EBITDA 22,940 734 23,674
EBIT 13,493 (1,099) 12,394
Result before taxes 13,638 (2,185) 11,453
Income taxes (3,031) 406 (2,625)
Minority interests 465 - 465
Net profit for the period 10,142 (1,779) 8,363

Comments on the main items of the statement of financial position

1. PROPERTY, PLANT AND EQUIPMENT

Property Plant and Other assets Assets under Total
equipment construction
Cost
At 31 December 2023
78,499 268,476 71,238 4,498 422,711
Increases 730 965 1,696 2,520 5,911
Reclassifications 113 1,737 962 (2,847) (35)
Disposals - (1,068) (204) - (1,272)
Monetary revaluation
(IAS 29)
1,501 5,030 1,761 - 8,292
Forex differences (869) (2,877) (1,113) (39) (4,898)
At 30 June 2024 79,974 272,263 74,340 4,132 430,709
Accumulated
depreciations
At 31 December 2023 32,829 220,464 60,677 - 313,970
Increases 1,622 5,502 2,376 - 9,500
Reclassifications - - - - -
Disposals - (991) (150) - (1,141)
Monetary revaluation
(IAS 29)
556 2,346 1,090 - 3,992
Forex differences (257) (1,312) (755) - (2,324)
At 30 June 2024 34,750 226,009 63,238 - 323,997
Carrying value
At 31 December 2023 45,670 48,012 10,561 4,498 108,741
At 30 June 2024 45,224 46,254 11,102 4,132 106,712

The investments of the period are aimed at Group's organic growth through internationalization and product innovation.

The carrying value of the item "Property" is made up as follows:

30/06/2024 31/12/2023 Change
Land 9,592 9,560 32
Industrial buildings 35,632 36,110 (478)
Total 45,224 45,670 (446)

Changes in property, plant and equipment resulting from the application of IFRS 16 are shown below:

Property Plant and Other assets Total
equipment
At 31 December 2023 5,277 48 856 6,181
Increases 431 - 356 787
Monetary revaluation (IAS 29) 256 - - 256
Decreases - - (6) (6)
Depreciations (646) (20) (150) (816)
Foreign exchange differences (2) - (9) (11)
At 30 June 2024 5,316 28 1,047 6,391

At 30 June 2024, the Group found no endogenous or exogenous indicators of impairment of its property, plant and equipment. As a result, with reference to these half-yearly financial statements, the value of property, plant and equipment was not submitted to impairment testing.

2. INVESTMENT PROPERTY

Cost
At 31 December 2023 1,771
Increases -
Disposals (165)
At 30 June 2024 1,606
Cumulative depreciations and write
downs
At 31 December 2023 1,080
Depreciations for the period 47
Derecognition due to disposal (101)
At 30 June 2024 1,026
Carrying value
At 31 December 2023 691
At 30 June 2024 580

Disposals during the period resulted in capital gains totalling €31 thousand.

Changes in investment property resulting from the application of IFRS 16 are shown below:

Investment
property
At 31 December 2023 80
Increases -
Decreases -
Depreciations (20)
At 30 June 2024 60

This item includes non-operating buildings owned by the Group: these are mainly properties for residential use, located in Ospitaletto near Sabaf S.p.A.'s headquarters, held for rental or sale. The carrying value is considered to be higher than the presumed realisable value.

At 30 June 2024, the Group found no endogenous or exogenous indicators of impairment of its investment property. As a result, with reference to these half-yearly financial statements, the value of investment property was not submitted to impairment testing.

3. INTANGIBLE ASSETS

Goodwill Patents, software Development Other Total
and costs intangible
know-how assets
Cost
At 31 December 2023 33,560 11,444 12,143 31,209 88,356
Increases - 44 1,279 28 1,351
Decreases - (9) - - (9)
Reclassifications - 29 (13) 10 26
Monetary revaluation
(IAS 29) 3,775 154 - 2,230 6,159
Forex differences (1,158) (62) 1 (619) (1,838)
At 30 June 2024 36,177 11,600 13,410 32,858 94,045
Accumulated
amortisation
At 31 December 2023 4,546 10,254 6,046 10,279 31,125
Increases - 228 401 1,204 1,833
Decreases - (1) - - (1)
Reclassifications - - - - -
Monetary revaluation - 140 - 829 969
(IAS 29)
Forex differences - (51) (2) (255) (308)
At 30 June 2024 4,546 10,570 6,445 12,057 33,618
Carrying value
At 31 December 2023 29,014 1,190 6,097 20,930 57,231
At 30 June 2024 31,631 1,030 6,965 20,801 60,427

Goodwill

In accordance with IAS 36, goodwill is allocated to cash-generating units ("CGUs") identified on the basis of operating segments and legal entities that correspond to the acquired businesses. The CGUs to which goodwill has been allocated are shown below:

CGU 31/12/2023 Revaluation IAS 29 Forex differences 30/06/2024
Professional
burners
1,770 - - 1,770
Electronic
components
16,447 3,775 (1,184) 19,038
PGA electronic
components
1,910 - - 1,910
Hinges 4,414 - - 4,414
C.M.I. Hinges 3,680 - - 3,680
MEC Hinges 793 - 26 819
Total 29,014 3,775 (1,158) 31,631

The Group verifies the ability to recover goodwill ("Impairment test") at least once a year or more frequently if there are indications of impairment. Recoverable amount is determined through value of use, by discounting expected cash flows.

As at 31 December 2023, the Group had performed impairment tests to determine the recoverability of the recognised goodwill, using the Group's 2024 - 2026 Business Plan as the reference for determining the expected cash flows. The tests carried out have been successfully completed (for further information see the Consolidated Financial Statements at 31 December 2023).

During the preparation of these half-yearly condensed consolidated financial statements, an analysis was carried out as to whether there was any indication of impairment, considering both external and internal factors, including:

  • the comparison of the financial results achieved by each CGU in the first half of 2024 with the budgeted results;
  • confirmation of the expected results for future years, as estimated in the Group's 2024 2026 Business Plan prepared by management and approved by the Board of Directors on 19 March 2024;
  • the trend in the rates that form the basis for calculating the discount rate used in the impairment test at 31 December 2023 (Wacc);
  • the results of the sensitivity analyses carried out as part of the impairment tests at 31 December 2023;
  • market trends and the development of the context in which the Group operates;
  • the economic performance of the entire Sabaf Group.

Finally, the Group assessed the relationship between the market capitalisation (€206.2 million) and the carrying value of the Group's shareholders' equity at 30 June 2024 (€166 million), which shows a largely positive difference.

The above analyses confirmed that there were no elements indicating a possible reduction in the recoverable amount of the company's assets and therefore there was no need to prepare or update any impairment tests at 30 June 2024.

Development costs

Development costs are mainly related to the decision to extend the product range to include induction cooking. To this end, a dedicated project team was set up to develop the project knowhow in-house, with patents, proprietary software and hardware and is constantly working on new models to expand the product range. The first sales were made in the first half of 2024.

Other intangible assets

The other intangible assets mainly result from the Purchase Price Allocation carried out following the acquisition of Okida Elektronik (a company merged into Sabaf Turkey in 2023 and which had been acquired in September 2018), the acquisition of C.M.I. S.r.l. (which took place in July 2019), P.G.A. (which took place in October 2022) and MEC (which took place in July 2023).

With regard to patents, software, development costs and other intangible assets, no internal and external indicators that would necessitate an impairment test were identified.

4. EQUITY INVESTMENTS

30/06/2024 31/12/2023 Change
Other equity investments 86 95 (9)
Total 86 95 (9)

5. NON-CURRENT RECEIVABLES

30/06/2024 31/12/2023 Change
Tax receivables 302 287 15
Guarantee deposits 198 187 11
Receivables from former P.G.A.
shareholders
633 620 13
Total 1,133 1,094 39

Tax receivables relate to indirect taxes expected to be recovered after 30 June 2025. Receivables from former P.G.A. shareholders, already agreed upon between the parties, refer to compensation obligations envisaged upon the occurrence of certain events (liabilities incurred by P.G.A.) regulated by the acquisition agreement.

6. INVENTORIES

30/06/2024 31/12/2023 Change
Raw Materials 31,035 29,084 1,951
Semi-processed goods 16,987 15,410 1,577
Finished products 22,899 22,920 (21)
Provision for inventory write-downs (5,297) (5,429) 132
Total 65,624 61,985 3,639

The value of inventories at 30 June 2024 increased compared to 31 December 2023 as a result of the increase in volumes of activity.

At 30 June 2024, the value of inventories was adjusted based on an improved estimate of the idle capacity and obsolescence risk, measured by analysing slow and non-moving inventory.

7. TRADE RECEIVABLES

30/06/2024 31/12/2023 Change
Total trade receivables 72,227 56,661 15,566
Bad debt provision (1,122) (835) (287)
Net total 71,105 55,826 15,279

Trade receivables at 30 June 2024 were higher that at the end of 2023 subsequent to higher sales. There were no significant changes in the payment terms agreed with customers.

The amount of trade receivables recognised in the financial statements includes approximately €23.6 million in insured receivables (€26.8 million at 31 December 2023).

The breakdown of trade receivables by past due period is shown below:

30/06/2024 31/12/2023 Change
Current receivables (not past due) 59,161 42,395 16,766
Outstanding up to 30 days 8,960 8,356 604
Outstanding from 30 to 60 days 2,744 3,099 (355)
Outstanding from 60 to 90 days 1,156 911 245
Outstanding for more than 90 days 206 1,900 (1,694)
Total 72,227 56,661 15,566

The bad debt provision was adjusted to the better estimate of the credit risk and expected losses at the end of the reporting period. Changes during the period were as follows:

31/12/2023 835
Provisions 382
Utilisation (84)
Forex differences (11)
30/06/2024 1,122

8. TAX RECEIVABLES

30/06/2024 31/12/2023 Change
For income tax 1,832 7,186 (5,354)
For VAT and other sales taxes 4,784 4,536 248
Other tax credits 2,047 - 2,047
Total 8,663 11,722 (3,059)

At 30 June 2024, income tax receivables are related to IRES for €1,679 thousand and IRAP for €153 thousand.

Other tax credits include €1,141 thousand for tax credits for investment in capital goods and €282 thousand for tax credits for research and development.

9. OTHER CURRENT RECEIVABLES

30/06/2024 31/12/2023 Change
Advances to suppliers 2,052 1,866 186
Credits to be received from suppliers 105 943 (838)
Accrued income and prepaid 858 961
expenses 1,819
Other 557 201 356
Total 4,533 3,868 665

Credits to be received from suppliers mainly refer to bonuses paid to the Group for the attainment of purchasing objectives.

The higher value of accrued income and prepaid expenses at 30 June 2024 compared to 31 December 2023 is due to the recognition of costs or revenues whose collection or payment occurs annually at the beginning or end of year, such as insurance premiums.

10. CURRENT FINANCIAL ASSETS

30/06/2024 31/12/2023 Change
Time deposit accounts and other financial 6,254 2,403
assets 8,657
Derivative instruments on interest rates 713 1,003 (290)
Total 9,370 7,257 2,113

Time deposit accounts mainly refer to the opening of time deposits by some foreign subsidiaries; these are temporary investments of liquidity in excess of normal operations at higher yields than ordinary deposits.

Derivative instruments refer to three interest rate swap (IRS) contracts for amounts and maturities coinciding with six unsecured loans that are being amortised, whose residual value at 30 June 2024 is €12,633 thousand. The interest rate swap contracts have not been designated as capital flow hedges and are therefore at their Fair value through profit and loss, and recognised in the items "Fair Value through profit or loss", with "Financial income" as a balancing entry.

11. CASH AND CASH EQUIVALENTS

Cash and cash equivalents, which amounted to €25,545 thousand at 30 June 2024 (€36,353 thousand at 31 December 2023), consisted of cash and bank current account balances. Changes in the cash and cash equivalents are analysed in the statement cash flows.

12. SHARE CAPITAL

Sabaf S.p.A.'s share capital at 30 June 2024 consists of 12,686,795 shares with a par value of €1.00 each and has not changed compared with 31 December 2023.

13. TREASURY SHARES AND OTHER RESERVES

With regard to the 2021 - 2023 Stock Grant Plan, following the expiry of the three-year vesting period, during the first half of 2024, 103,349 ordinary shares of the Company were allocated and transferred to the beneficiaries, through the use of shares already available to the issuer.

At 30 June 2024, Sabaf S.p.A. held 138,614 treasury shares (1.093% of the share capital), reported in the financial statements as an adjustment to shareholders' equity at a weighted average unit value of €15.22 (the closing stock market price of the Share at 30 June 2024 was €16.45). There were 12,548,181 outstanding shares at 30 June 2024.

Stock grant reserve

The item "Retained Earnings, Other Reserves" of €93,910 thousand (€97,656 thousand at 31 December 2023) included the Stock Grant reserve of €2,481 thousand at 31 December 2023. The Stock Grant reserve represented the Fair value of the rights granted to receive shares of the Parent Company related to the 2021 - 2023 long-term incentive plan, which ended in May 2024, with the allocation of the accrued shares to the beneficiaries. Therefore, during the first half of 2024, the Stock Grant reserve was released.

Cash Flow Hedge reserve

The following table shows the change in the Cash Flow Hedge reserve related to the application of IFRS 9 on derivative contracts and referring to the recognition in net equity of the effective part of the derivative contracts signed to hedge the foreign exchange rate risk for which the Group applies hedge accounting.

Value at 31 December 2023 74
Change during the period (79)
Value at 30 June 2024 (5)

14. LOANS

30/06/2024 31/12/2023
Current Non-current Total Current Non-current Total
Bond issue - 29,739 29,739 - 29,720 29,720
Unsecured loans 19,754 36,662 56,416 21,261 46,748 68,009
Short-term bank loans 2,000 - 2,000 - - -
Advances on bank
receipts or invoices
2,758 - 2,758 155 - 155
Leases 1,702 4,995 6,697 1,660 5,079 6,739
Interest payable 361 - 361 241 - 241
Total 26,575 71,396 97,971 23,317 81,547 104,864

Changes in loans over the half-year are shown in the statement of cash flows.

In December 2021, Sabaf S.p.A. issued a €30 million bond fully subscribed by PRICOA with a maturity of 10 years, an average life of 8 years and a fixed coupon of 1.85% per year.

The bond issue envisages some covenants, defined with reference to the consolidated financial statements at the end of each reporting period and at 30 June of each financial year, all widely complied with at 30 June 2024 and for which, according to the Group's business plan, compliance is also expected in subsequent years.

Some of the outstanding unsecured loans envisage financial covenants, which at 30 June 2024 had been fully complied with and for which compliance is also expected at 31 December 2024.

To manage interest rate risk, the bond issue and some unsecured loans were either fixed-rate or hedged by IRS, with a total residual value of €59,169 million at 30 June 2024. On the other hand, the residual value of unsecured loans taken out at a variable rate and not covered by the IRS was €26,986 thousand.

The following table shows the changes in lease liabilities during the first half of 2024:

Lease liabilities at 31 December 2023 6,739
New agreements signed during the first half of 2024 787
Repayments during the first half of 2024 (847)
Forex differences 18
Lease liabilities at 30 June 2024 6,697

The value of lease liabilities at 30 June 2024 includes €6,098 thousand in operating leases and €599 thousand in finance leases, all recognised in accordance with IFRS16.

15. OTHER FINANCIAL LIABILITIES

30/06/2024 31/12/2023
Current Non-current Current Non-current
Option on MEC minorities - 11,527 - 11,721
Payables to former P.G.A. - 175
shareholders 175 -
Currency derivatives 5 - -
Total 180 11,527 175 11,721

As part of the acquisition of MEC, a call option in favour of Sabaf for the remaining 49% of the share capital, exercisable from 2028, and a put option in favour of the minority shareholders, exercisable from 2025 to 2028, were subscribed. The valuation of the residual share will be based on an Enterprise Value equal to 8 times MEC's average EBITDA of the two financial statements preceding the date of exercise of the relevant option, adjusted for the net financial position at that date.

The assignment of an option to sell in the terms described above (put option) required the recording of a liability corresponding to the estimated redemption value, expected at the time of any exercise of the option. To this end, a financial liability of €11.721 thousand was recognised in the consolidated financial statements at 31 December 2023. As required by IAS 39, the Group revalued the outlay estimate based on the most recent results of MEC and reduced the liability by €194 thousand recognising financial income of €568 thousand and foreign exchange losses of €374 thousand as a balancing entry.

The payable to former P.G.A. shareholders of €175 thousand refers to price adjustments following the completion of the acquisition, related to the achievement of certain targets in accordance with contractual provisions ("earn-out").

16. POST-EMPLOYMENT BENEFIT AND RETIREMENT PROVISIONS

30/06/2024 31/12/2023 Change
Post-employment benefit 3,832 3,805 27
Total 3,832 3,805 27

17. PROVISIONS FOR RISKS AND CHARGES

31/12/2023 Provi
sions
Utilisation Exchange
rate
differences
30/06/2024
Provision for agents'
indemnities
196 - (7) - 189
Product guarantee fund 60 - (10) - 50
Provision for legal risks 97 - (5) (4) 88
Total 353 - (22) (4) 327

The provision for agents' indemnities covers amounts payable to agents if the Group terminates the agency relationship.

The product guarantee fund covers the risk of returns or charges by customers for products already sold.

In 2023, a competitor filed a lawsuit against Sabaf S.p.A. for alleged patent infringement. The dispute is being settled amicably between the parties at no cost to the Group; therefore, no provisions for risks were recognised in these consolidated financial statements.

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.

18. OTHER NON-CURRENT LIABILITIES

30/06/2024 31/12/2023 Change
Total 218 183 35

Other non-current liabilities refer to payables to the tax authorities, which will be paid in 2025 and 2026.

19. TRADE PAYABLES

30/06/2024 31/12/2023 Change
Total 51,034 42,521 8,513

At 30 June 2024, there were no overdue payables of a significant amount and the Group did not receive any injunctions for overdue payables.

20. TAX PAYABLES

30/06/2024 31/12/2023 Change
Income tax payables 1,304 704 600
Withholding taxes 898 968 (70)
Other tax payables 1,295 1,353 (58)
Total 3,497 3,025 472

21. OTHER CURRENT PAYABLES

30/06/2024 31/12/2023 Change
To employees 8,169 6,452 1,717
To social security institutions 3,338 3,430 (92)
To agents 395 158 237
Advances from customers 1,571 385 1,186
Accrued liabilities and deferred income 4,988 5,479 (491)
Other current payables, accrued liabilities and
deferred income
221 103 118
Total 18,682 16,007 2,675

At 30 June 2024, payables due to employees included amounts for the thirteenth month's pay and for holidays accrued but not taken.

22. TOTAL FINANCIAL DEBT

Change
(10,808)
-
2,113
(8,695)
5,202
(1,939)
3,263
11,958
(10,363)
18
-
(10,345)
1,613

The consolidated statement of cash flows, which shows the changes in cash and cash equivalents (sum of letters A. and B. of this statement), describes in detail the cash flows that led to the change in the net financial debt.

23. DEFERRED TAX ASSETS AND LIABILITIES

30/06/2024 31/12/2023 Change
Deferred tax assets 12,681 13,315 (634)
Deferred tax liabilities (4,901) (5,136) 235
Net position 7,780 8,179 (399)

The table below analyses the nature of the temporary differences that determine the recognition of deferred tax liabilities and assets and changes during the period under review:

Non
current
tangible
and
intangible
assets
Provisio
ns, value
adjustme
nts
Fair
value of
derivativ
e
instrume
nts
Good
will
Tax
incenti
ves
Tax
losses
Actuarial
evaluation
of post
employm
ent
benefit
Hyperinflati
on effect
Other
temporary
differences
Total
31/12/2023 (140) 1,395 (222) 709 3,281 467 121 1,533 1,035 8,179
Through
profit or loss
10 39 35 (88) (480) (260) 0 470 (49) (323)
In
shareholders'
equity
- - 15 - - - - - - 15
Reclassificati
ons
- - - - - 556 - - - 556
Forex
differences
(265) (11) - - (236) (20) - (109) (6) (647)
30/06/2024 (395) 1,423 (172) 621 2,565 743 121 1,894 980 7,780

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, deductible in ten instalments starting in 2018.

Deferred tax assets relating to tax incentives are commensurate to investments made in Turkey, for which the Group will benefit from a direct tax deduction. The decrease in deferred tax assets relating to tax losses is a result of these being offset against tax profits for the period.

Comments on key income statement items

24. REVENUE

In the first half of 2024, revenue from sales and services totalled €144.677 million, up by 32.8% versus €108.962 million in the same period of the previous year (+20.2% on a like-for-like basis). Please refer to the Interim Management Statement for comments on the change in revenue.

Revenue H1 2024 % H1 2023 % % change Europe (excluding Turkey) 41,700 28.8% 38,221 35.1% +9.1% Turkey 37,878 26.2% 27,088 24.8% +39.8% North America 30,629 21.2% 16,850 15.5% +81.8% South America 17,664 12.2% 12,848 11.8% +37.5% Africa and Middle East 9,299 6.4% 9,897 9.1% -6.0% Asia and Oceania 7,507 5.2% 4,058 3.7% +85.0% Total 144,677 100% 108,962 100%+32.8%

Revenue by geographical area

Revenue by product family

Revenue H1 2024 % H1 2023 % % change
Gas parts 85,756 59.2% 68,757 63.1% +24.7%
Hinges 44,078 30.5% 28,699 26.3% +53.6%
Electronic components 14,843 10.3% 11,506 10.6% +29.0%
Total 144,677 100% 108,962 100% +32.8%

25. OTHER INCOME

H1 2024 H1 2023 Change
Sale of trimmings and raw materials 2,513 2,581 (68)
Rental income 34 50 (16)
Contingent income 221 283 (62)
Release of risk provisions 8 75 (67)
Other income 1,863 1,073 790
Total 4,638 4,062 576

Other income mainly includes tax benefits for investments in capital goods and for research and development of €395 thousand, Turkish public contributions of €266 thousand, related to incentives for hiring personnel, and €204 thousand related to the sale of moulds and equipment to customers for customised products.

26. MATERIALS

H1 2024 H1 2023 Change
Commodities and outsourced components 65,883 50,098 15,785
Consumables 5,413 4,482 931
Total 71,296 54,580 16,716

The increase in costs for the purchase of materials in the first half of 2024 compared to the same period of the previous year is related to higher business volumes.

27. COSTS FOR SERVICES

H1 2024 H1 2023 Change
Outsourced processing 6,028 5,048 980
Natural gas and electricity 4,523 3,609 914
Maintenance 3,597 3,253 344
Advisory services 1,281 1,579 (298)
Transport and export expenses 2,664 1,804 860
Travel expenses and allowances 455 447 8
Directors' fees 601 565 36
Commissions 828 433 395
Insurance 582 544 38
Waste disposal 331 231 100
Canteen 603 446 157
Use of temporary agency workers 170 179 (9)
Other costs 3,621 2,671 950
Total 25,284 20,809 4,475

The main outsourced processing include hot moulding of brass and steel blanking as well as some mechanical processing and assembly.

28. PERSONNEL COSTS

H1 2024 H1 2023 Change
Salaries and wages 22,782 16,809 5,973
Social Security costs 6,936 5,436 1,500
Post-employment benefit
and supplementary pension
1,356 1,141 215
Temporary agency workers 3,327 2,024 1,303
Stock grant
plan
(299) 238 (537)
Other costs 633 289 344
Total 34,735 25,937 8,798

The Group headcount at 30 June 2024 was 1,758 employees compared to 1,478 at 30 June 2023. The increase in the number of employees compared to the previous year was 280, of which 161 were as a result of the MEC acquisition. The increase in staff costs compared to the same period of the previous year is mainly due to the change in the scope of consolidation and the inflationary trends that characterised the period, particularly in the Turkish subsidiary.

The item "Stock Grant Plan" of €299 thousand included the recognition at of the Fair value of rights assigned to receive shares of the Parent Company relating to the 2021 – 2023 Stock grant plan for the period. For details of this Plan, refer to Note 13 and Note 38.

29. OTHER OPERATING COSTS

H1 2024 H1 2023 Change
Non-income related taxes and
duties
340 298 42
Contingent liabilities 176 112 64
Provisions for risks - 71 (71)
Bad debt provision 381 4 377
Other operating costs 266 310 (44)
Total 1,163 795 368

30. FINANCIAL INCOME

H1 2024 H1 2023 Change
Interests from
time deposit
669 235 434
MEC option valuation
adjustment (Note 15)
568 - 568
Interest rate derivatives 182 108 74
Interest from bank current
accounts
209 40 169
Other financial income 20 149 (129)
Total 1,648 532 1,116

Interest from time deposits of €669 thousand related to interest accrued on time deposit accounts opened by certain foreign subsidiaries; these are temporary investments of liquidity in excess of normal operations at better yields than ordinary deposits.

31. EXPENSES FROM HYPERINFLATION/FINANCIAL EXPENSES

H1 2024 H1 2022 Change
Expenses from hyperinflation 1,119 677 442
Interest paid to banks 1,898 1,333 565
Interest paid on leases and rents 162 55 107
Banking expenses 98 293 (195)
Other financial expense 176 186 (10)
Financial expenses 2,334 1,867 467

As from 2022, the effect of inflation accounting on the Turkish subsidiary, which impacted some financial statement items during the half-year and resulted in total expenses of €1,119 thousand, was reflected in the financial statements. For an appropriate and detailed analysis, please refer to the specific paragraph in the Explanatory Notes to these Financial Statements. The effects of applying IAS 29 to each item in the consolidated income statement are also shown in the annex to the Report on Operations.

32. EXCHANGE RATE GAINS AND LOSSES

In the first half of 2024, the Group reported net foreign exchange profits of €864 thousand (versus net losses of €1,711 thousand in the same period of 2023), mainly following the depreciation of the Turkish lira against the Euro).

33. INCOME TAXES

H1 2024 H1 2023 Change
Current taxes 2,302 200 2,102
Deferred tax liabilities 323 (646) 969
Total 2,625 (446) 3,071

Income tax is calculated in the same way as taxes are calculated when drafting the annual financial statements.

In these half-yearly consolidated financial statements, the Group recognised lower taxes for tax benefits related to the "Super-amortisation" and "Hyper-amortisation" related to investments made in Italy of €310 thousand.

34. EARNINGS PER SHARE

Basic and diluted EPS are calculated based on the following data:

Earnings

H1 2024 H1 2023

(
/000)

(
/000)
Net profit/(loss) for the period 8,363 (1,057)

Number of shares

H1 2024 H1 2023
Weighted average number of ordinary shares for
determining basic earnings per share
12,473,540 11,298,798
Dilutive effect from potential ordinary shares 0 0
Weighted average number of ordinary shares for
determining diluted earnings per share
12,473,540 11,298,798
H1 2024 H1 2023
Euro Euro
Basic earnings per share 0.670 (0.126)
Diluted earnings per share 0.670 (0.126)

The number of shares for measuring the earnings per share was calculated net of the average number of shares in the portfolio.

35. DIVIDENDS

On 29 May 2024, a dividend of €0.54 per share was paid to shareholders (total dividends of €6,776 thousand), to implement the resolution to allocate the 2023 profit approved by the Sabaf S.p.A. shareholders' meeting on 8 May 2024.

36. INFORMATION BY BUSINESS SEGMENT

Below is the information by business segment for the first half of 2024 and 2023.

First half of 2024

Gas parts
(household and
professional)
Hinges Electronic
components
Components
for
induction
cooking
Unallocated
Revenues
and Costs
Total
Sales 84,754 43,932 14,194 231 1,566 144,677
Ebit 8,850 4,139 2,838 (245) (3,188) 12,394

First half of 2023

Gas parts
(household and
professional)
Hinges Electronic
components
Components
for
induction
cooking
Unallocated
Revenues
and Costs
Total
Sales 72,296 29,158 13,491 - (5,983) 108,962
Ebit 3,286 2,768 2,330 - (6,529) 1,855

37. RELATED PARTY TRANSACTIONS

Transactions between Sabaf S.p.A. and its consolidated subsidiaries have been eliminated from the consolidated financial statements and are not addressed in these notes. The table below illustrates the impact of all transactions between the Group and other related parties on the statement of financial position and income statement.

Impact of related party transactions or positions on items in the statement of financial position at 30 June 2024.

Total
financial
statement
item
Of which with
related parties
Impact
on the
total
Trade payables 51,034 2 0.00%

Impact of related party transactions or positions on items in the statement of financial position at 30 June 2023.

Total
financial
statement
item
Of which with
related parties
Impact
on the
total
Trade payables 45,766 2 0.00%

Impact of related party transactions or positions on income statement items at 30 June 2024

Total
financial Impact
statement Of which with on the
item related parties total
Services 25,284 12 0.05%

Impact of related party transactions or positions on income statement items at 30 June 2023

Total
financial
statement
item
Of which with
related parties
Impact
on the
total
20,809 12 0.06%

All transactions are regulated by specific contracts regulated at arm's length conditions.

38. SHARE-BASED PAYMENTS

In May 2024, with the allocation of the accrued shares to the beneficiaries, the plan for the free allocation of shares, approved by the Shareholders' Meeting of 6 May 2021 for the period from 2021 to 2023, the Regulations of which had been approved by the Board of Directors on 13 May 2021, came to an end. During the first half of 2024, under staff costs, the Fair value of the rights granted to the beneficiaries for the relevant period was recognised (Note 28) and the related reserve that had been recognised in the Group's shareholders' equity was released (Note 13).

The Shareholders Meeting of 8 May 2024 approved a new plan for the free allocation of shares, i.e. the Stock Grant Plan for the period from 2024 to 2026, the Regulations of which were approved by the Board of Directors on 18 June 2024 and whose accounting effects will become apparent from the second half of 2024. The main features of this Plan are summarised below.

Purpose

The Plant intends to a) involve and encourage the Beneficiaries whose activities are considered relevant for the implementation of the contents and the achievement of the objectives of the Business Plan; b) foster loyalty development and motivation of managers, increasing their entrepreneurial approach; c) align more closely the interests of the management and those of the shareholders of the Company.

Subject matter

The subject-matter of the Plan is the free allocation to the Beneficiaries of a maximum of 270,000 Options, each of which entitles them to receive free of charge, under the terms and conditions provided for by the Regulations of the Plan, 1 Sabaf S.p.A. Share. The free allocation of shares is conditional on the achievement, in whole or in part, of the targets related to the ROI and EBITDA indicators and to sustainability targets.

The Plan covers the three-year horizon of 2024 - 2026 and takes into account the contents and objectives of the Business Plan, with the final aim of promoting the sustainable success of the Company and the Group and achieving certain levels of growth and development at the end of

the 2026 financial year, as well as the Group's sustainability targets.

Duration

The vesting period of the Plan began with the assignment of Options, which took place on 1st July 2024, and will end with the allocation of shares, which are scheduled to expire in 2027.

39. SIGNIFICANT NON-RECURRING EVENTS AND TRANSACTIONS

Pursuant to Consob communication of 28 July 2006, the Group declares that no significant nonrecurring transactions as defined by the Consob communication itself were carried out during the first half of 2024.

40. SIGNIFICANT EVENTS AFTER THE END OF THE FIRST HALF-YEAR

There were no important events after the end of the first-half of 2024.

41. ATYPICAL AND/OR UNUSUAL TRANSACTIONS

Pursuant to Consob communication of 28 July 2006, the Group declares that no atypical and/or unusual transactions as defined by the Consob communication itself were carried out during the first half of 2024.

42. COMMITMENTS

Guarantees issued

The Sabaf Group issued sureties to guarantee consumer and mortgage loans granted by BPER (ex Ubi Banca) to Group employees for a total of €2,135 thousand (€2,293 thousand at 31 December 2023).

SCOPE OF CONSOLIDATION AT 30 June 2024

COMPANIES CONSOLIDATED USING THE FULL LINE-BY-LINE CONSOLIDATION METHOD

Company name Registered offices Share capital Shareholders %
ownership
Faringosi Hinges s.r.l. Ospitaletto (BS) EUR
90,000
Sabaf S.p.A. 100%
Sabaf do Brasil Ltda Jundiaí - São Paulo
(Brazil)
BRL
53,348,061
Sabaf S.p.A. 100%
Sabaf Beyaz Esya Parcalari
Sanayi Ve Ticaret Limited
Sirteki (Sabaf Turkey)
Manisa (Turkey) TRY
734,000,000
Sabaf S.p.A. 100%
Sabaf Appliance Components
Ltd.
Kunshan (China) CNY
69,951,149
Sabaf S.p.A. 100%
Sabaf US Corp. Plainfield (USA) USD
200,000
Sabaf S.p.A. 100%
Sabaf India Private Limited Bangalore (India) INR
224,692,120
Sabaf S.p.A. 100%
A.R.C. s.r.l. Campodarsego (PD) EUR
45,000
Sabaf S.p.A. 100%
Sabaf Mexico Appliance
Components
San Louis Potosì
(Mexico)
PESOS
141,003,832
Sabaf S.p.A. 100%
C.M.I. Cerniere Meccaniche
Industriali s.r.l.
Valsamoggia (BO) EUR
1,000,000
Sabaf S.p.A. 100%
C.G.D. s.r.l. Valsamoggia (BO) EUR
26,000
C.M.I. s.r.l. 100%
P.G.A s.r.l. Fabriano (AN) EUR
100,000
Sabaf S.p.A. 100%
Sabaf America Inc. Delaware (USA) USD
4,000,000
Sabaf S.p.A. 100%
Mansfield Engineered
Components LLC (MEC)
Mansfield (USA) USD
2,823,248
Sabaf America 51%

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Sabaf S.p.A.

Half-yearly condensed consolidated financial statements as of 30 June 2024

Review report on the half-yearly condensed consolidated financial statements

(Translation from the original Italian text)

EY S.p.A. Via Rodolfo Vantini, 38 25126 Brescia

Tel: +39 030 2896111 | +39 030 226326 ey.com

Review report on the half-yearly condensed consolidated financial statements (Translation from the original Italian text)

To the Shareholders of Sabaf S.p.A.

Introduction

We have reviewed the half-yearly condensed consolidated financial statements, comprising the consolidated statement of financial position, the consolidated income statement, the consolidated statement of comprehensive income, the statement of changes in consolidated shareholders' equity, the consolidated statement of cash flows and the related explanatory notes of Sabaf S.p.A. and its subsidiaries (the "Sabaf Group") as of 30 June 2024. The Directors of Sabaf S.p.A. are responsible for the preparation of the half-yearly condensed consolidated financial statements in conformity with the International Financial Reporting Standard applicable to interim financial reporting (IAS 34) as adopted by the European Union. Our responsibility is to express a conclusion on these half-yearly condensed consolidated financial statements based on our review.

Scope of Review

We conducted our review in accordance with review standards recommended by Consob (the Italian Stock Exchange Regulatory Agency) in its Resolution no. 10867 of 31 July 1997. A review of interim condensed consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (ISA Italia) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the half-yearly condensed consolidated financial statements.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the half-yearly condensed consolidated financial statements of Sabaf Group as of 30 June 2024 are not prepared, in all material respects, in conformity with the International Financial Reporting Standard applicable to interim financial reporting (IAS 34) as adopted by the European Union.

Brescia, 4 September 2024

EY S.p.A. Signed by: Marco Malaguti, Auditor

This report has been translated into the English language solely for the convenience of international readers

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