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Sesa — Annual Report 2020
Aug 12, 2020
4086_10-k_2020-08-12_40506fd5-3477-4080-bd4e-1ddd0c738e21.pdf
Annual Report
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Annual Financial Report 30 April 2020
Sesa SpA, Registered Office in Via Piovola, 138 – 50053 Empoli (Fi) - Share Capital Euro 37,126,927; Tax Code, Registration Number in the Florence Business Register and VAT number 07116910964
| Report on operations 3 | |
|---|---|
| Management and auditing boards of Sesa SpA4 | |
| Highlights of the Group's Income Statement and Balance Sheet 5 | |
| Main Group Financial Ratios 6 | |
| Letter to the Shareholders7 | |
| Company headquarters and Group infrastructure10 | |
| Corporate site 10 | |
| Group Structure as at 30 April 202011 | |
| Operating conditions and development of the Group's structure and business 12 | |
| Performance of operations17 | |
| Corporate Governance35 | |
| Treasury shares35 | |
| Relations with subsidiaries, associated companies, parent companies and affiliates 35 | |
| Social responsibility of the Sesa Group (declaration of non-financial data)36 | |
| Management of Human Capital 36 | |
| Main risks and uncertainties to which the Group and Sesa SpA are exposed39 | |
| Significant events occurring after the end of the year42 | |
| Outlook42 | |
| Allocation of the result for the year of the parent company Sesa SpA42 | |
| Consolidated Financial Statements at 30 April 202043 | |
| Consolidated Statement of Income44 | |
| Consolidated Comprehensive Statement of Income44 | |
| Statement of Consolidated Financial and Equity Situation45 | |
| Consolidated Statement of Cash Flows46 | |
| Statement of Changes in Consolidates Shareholders' Equity 47 | |
| Notes to the Consolidated Financial Statements48 | |
| Certification of the Consolidated Financial Statements pursuant to article 154-bis of Legislative Decree 58/9889 | |
| Independent Auditor's Report on the Consolidated Financial Statements 90 | |
| Annex 196 | |
| Separate Financial Statements at 30 April 2020 99 | |
| Separate Statement of Income 100 | |
| Separate Comprehensive Statement of Income 100 | |
| Statement of Separate Financial and Equity Situation 100 | |
| Separate Statement of Cash Flows 102 | |
| Statement of Changes in Separate Shareholders' Equity 103 | |
| Notes to the Separate Financial Statements 104 | |
| Certification of the Separate Financial Statements pursuant to article 154-bis of Legislative Decree 58/98 132 | |
| Independent Auditor's Report on the Separate Financial Statements of Sesa SpA 133 | |
| Report of the Board of Statutory Auditors of Sesa SpA 138 |
Report on operations
Management and auditing boards of Sesa SpA
| Board of Directors | Expiry | |
|---|---|---|
| Paolo Castellacci | Chairman | approval of financial statements 30 April 2021 |
| Giovanni Moriani | Executive Deputy Chairman | approval of financial statements 30 April 2021 |
| Moreno Gaini | Executive Deputy Chairman | approval of financial statements 30 April 2021 |
| Alessandro Fabbroni | Managing Director | approval of financial statements 30 April 2021 |
| Angela Oggionni | Independent Director | approval of financial statements 30 April 2021 |
| Claudio Berretti* | Non-Executive Director | approval of financial statements 30 April 2021 |
| Maria Chiara Mosca | Independent Director | approval of financial statements 30 April 2021 |
| Angelica Pelizzari | Non-Executive Director | approval of financial statements 30 April 2021 |
| The Chairman, Paolo Castellacci, is assigned the powers of ordinary administration regarding the strategic management of Vendors and suppliers, procedural representation and institutional relations. The Managing Director, Alessandro Fabbroni, is assigned the powers of ordinary administration relating to the Group functions of administration, finance, auditing and investor relations, |
legal, corporate, extraordinary finance, organisation, IT, human resources and the performance of banking operations. * Non-executive Director co-opted on 27 August 2019, following the resignation of Luigi Gola and in office until the next Shareholders' Meeting.
| Corporate Governance Bodies | Expiry | ||||
|---|---|---|---|---|---|
| Strategic Committee | |||||
| Paolo Castellacci (Chairman), members Alessandro Fabbroni, Giovanni Moriani, Angelica Pelizzari, Claudio Berretti | approval of financial statements 30 April 2021 | ||||
| Audit and Risks Committee and Related Parties | |||||
| Maria Chiara Mosca (Chairman), members Claudio Berretti, Angela Oggionni | approval of financial statements 30 April | ||||
| Appointed Director for Internal Audit Alessandro Fabbroni | 2021 approval of financial statements 30 April 2021 |
||||
| Remuneration Committee | |||||
| Angela Oggionni (Chairman), members, Claudio Berretti | approval of financial statements 30 April 2021 |
||||
| Board of Statutory Auditors | Expiry | ||||
| Giuseppe Cerati | Chairman | approval of financial statements 30 April 2021 | |||
| Luca Parenti | Standing Auditor | approval of financial statements 30 April 2021 | |||
| Chiara Pieragnoli | Standing Auditor | approval of financial statements 30 April 2021 | |||
| Fabrizio Berti | Alternate Auditor | approval of financial statements 30 April 2021 | |||
| Paola Carrara | Alternate Auditor approval of financial statements 30 April 2021 |
||||
| Supervisory Body in compliance with Legislative Decree 231/2011 | Expiry | ||||
| Luca Parenti | Chairman | approval of financial statements 30 April 2021 | |||
| Giuseppe Cerati | Standing Member approval of financial statements 30 April 2021 |
||||
| Chiara Pieragnoli | Standing Member approval of financial statements 30 April 2021 |
||||
| Head of the Internal Auditing activity, Michele Ferri | |||||
| Independent Auditors | Expiry | ||||
| Company appointed to independently audit the accounts; | PricewaterhouseCoopers SpA approval of financial statements 30 April 2022 |
||||
| Head of administrative processes and management auditing, Francesco Billi | |||||
| Listing Market | |||||
| Electronic stock market (MTA), Milan | STAR segment | ||||
| Share Capital (in EUR) | 37,126,927.50 | ||||
| Number of ordinary shares issued | 15,494,590 | ||||
| Portion of share capital held by the controlling shareholder ITH S.p.A. | 52.81% | ||||
| Specialist Operator | Intermonte Sim SpA | ||||
Head of the Investor Relations activity Conxi Palermo
Highlights of the Group's Income Statement and Balance Sheet
| Consolidated economic and financial data for the years ended 30 April of each year | |||||
|---|---|---|---|---|---|
| (Euro thousands) | 2020 | 2019 | 2018 | 2017 | 2016 |
| Revenues | 1,762,641 | 1,539,854 | 1,350,900 | 1,260,275 | 1,223,485 |
| Total revenues and other income | 1,776,025 | 1,550,605 | 1,363,035 | 1,271,469 | 1,229,602 |
| EBITDA (Earnings before interest, tax, depreciation and amortisation) |
94,490 | 74,346 | 63,121 | 57,885 | 54,009 |
| EBIT (Earnings before interest and taxes) | 63,897 | 52,718 | 46,290 | 44,786 | 43,684 |
| Profit (loss) before taxes | 60,191 | 48,318 | 43,031 | 40,337 | 37,703 |
| Net profit for the year | 42,188 | 33,362 | 30,183 | 27,098 | 25,055 |
| Net profit for the year attributable to the Group | 37,914 | 29,284 | 26,861 | 25,043 | 23,964 |
| Adjusted EBIT1 | 68,465 | 55,697 | 48,728 | 46,343 | 44,853 |
| Adjusted net profit (EAT) for the year attributable to the Group 1 |
41,166 | 31,404 | 28,596 | 26,097 | 24,755 |
| Consolidated balance sheet figures as at 30 April of every year | |||||
|---|---|---|---|---|---|
| (Euro thousands) | 2020 | 2019 | 2018 | 2017 | 2016 |
| Total Net Invested Capital | 199,159 | 190,868 | 161,339 | 147,078 | 137,603 |
| Total Shareholders' Equity | 253,859 | 232,622 | 216,001 | 199,028 | 179,414 |
| - attributable to owners of the parent | 236,392 | 219,285 | 204,955 | 191,285 | 172,152 |
| - attributable to non-controlling interests | 17,467 | 13,337 | 11,046 | 7,743 | 7,262 |
| Net Financial Position (Net liquidity) | (54,700) | (41,754) | (54,662) | (51,950) | (41,811) |
| Total Shareholders' Equity and NFP | 199,159 | 190,868 | 161,339 | 147,078 | 137,603 |
| Consolidated income ratios for financial years ending 30 April of every year | |||||
|---|---|---|---|---|---|
| 2020 | 2019 | 2018 | 2017 | 2016 | |
| EBITDA / Total revenues and other income | 5.32% | 4.79% | 4.63% | 4.55% | 4.39% |
| EBIT / Total revenues and other income (ROS) | 3.60% | 3.40% | 3.40% | 3.52% | 3.55% |
| Net Profit attributable to Parent Company Shareholders / Total revenues and other income |
2.13% | 1.90% | 1.97% | 1.97% | 1.95% |
| Personnel at Group level (*) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (Euro units or thousands) | 2020 | 2019 | 2018 | 2017 | 2016 | ||||
| Personnel at year end | 2,547 | 1,900 | 1,642 | 1,427 | 1,215 | ||||
| Average workforce for the year | 2,224 | 1,771 | 1,535 | 1,321 | 1,150 | ||||
| Personnel costs | 114,763 | 96,318 | 79,053 | 70,107 | 59,004 | ||||
| Average cost per employee | 51.6 | 54.4 | 51.5 | 53.1 | 51.3 | ||||
| Percentage of resources on permanent contracts | 99% | 98% | 97% | 97% | 97% |
(*) Includes temporary staff of companies included in the scope of consolidation, excluding personnel on work experience programmes
1 Adjusted EBIT is defined gross of amortisation of intangible assets (client lists and know-how) recognised following the purchase price allocation (PPA) process. Adjusted net profit attributable to the Group is defined gross of amortisation of intangible assets (client lists and know-how) recognised following the purchase price allocation (PPA) process and net of taxes.
Main Group Financial Ratios
Financial ratios
| Sesa Group | 2020 | 2019 | 2018 | 2017 | 2016 |
|---|---|---|---|---|---|
| (euro) | |||||
| Listing Market (1) | MTA – Star | MTA - Star | MTA - Star | MTA - Star | MTA - Star |
| Stock Prices (30 April of every year) | 48.55 | 27.75 | 26.30 | 23.60 | 15.40 |
| Dividend per share (*) | Note 2 | 0.63 | 0.60 | 0.56 | 0.48 |
| Comprehensive Dividend (Euro millions) (3) | Note 2 | 9.762 | 9.297 | 8.677 | 7.513 |
| Pay Out Ratio (4) | 0.0% | 33.3% | 34.6% | 34.6% | 31.4% |
| Shares Issued (in millions) | 15.49 | 15.49 | 15.49 | 15.49 | 15.65 |
| Stock market capitalisation (Euro millions) as at 30 April of every year |
752.3 | 430.0 | 407.5 | 365.7 | 241.0 |
| Market to Book Value (**) | 3.0 | 1.8 | 1.9 | 1.8 | 1.3 |
| Dividend Yield (on prices at 30 April)(***) | Note 2 | 2.3% | 2.3% | 2.4% | 3.1% |
| Sesa Group | 2020 | 2019 | 2018 | 2017 | 2016 |
| (euro) | |||||
| Earnings per share (base) (****) | 2.46 | 1.90 | 1.74 | 1.62 | 1.55 |
| Earnings per share (diluted) (*) | 2.45 | 1.89 | 1.73 | 1.62 | 1.54 |
(1) Sesa entered the AIM market following the merger with the Italian SPAC, Made in Italy 1 SpA, listed on the AIM market. The merger between Sesa SpA and Made in Italy 1 SpA (Sesa SpA) was completed on 1 February 2013. The listing on the MTA Market took place in October 2013. The transition to the Star segment of the MTA Market was completed in February 2015.
(2) For the year ended 30 April 2020, on 14 July 2020, the Board of Directors of Sesa SpA proposed not to distribute dividends in relation to the context of global uncertainty caused by the spread of the Covid-19 pandemic and to strengthen the Group's growth path.
(3) Dividends gross of the portion relating to treasury shares
(4) Dividends gross of the portion relating to treasury shares / Consolidated net profit attributable to shareholders
(*) Dividends paid in the following year against profit for the year under approval
(**) Capitalisation on the basis of the price at 30 April of every year / Consolidated Shareholders' Equity
(***) Dividend per share / Market value per share at April 30 of every year
(****) Consolidated net profit before minority interests / average number of ordinary shares net of treasury shares in portfolio
(*****) Consolidated net profit before minority interests / average number of ordinary shares net of treasury shares in portfolio and including the impact of Stock Options/Grants (within the limit of treasury shares in portfolio), Warrants and/or convertible bonds. At the time of writing, there were no Warrants or convertible bonds of any kind outstanding.
Letter to the Shareholders
The Sesa Group closed an important year in its history with a strong development of skills and human capital and unprecedented growth in revenues and profitability. These results were achieved despite the impact of the pandemic and the contraction in the economic cycle, thanks to the development and expansion of business in the main areas of technological and digital innovation.
The Sesa Group achieved economic performances during the year that were well above its long-term track record (CAGR 2011-20 revenues +10.1%, CAGR 2011-20 Ebitda +11.9%) and the reference market:
- Consolidated Revenues and Other Income reached Euro 1.776 billion, up 14.5% on the previous year;
- Ebitda equalled Euro 94.5 million, up 27.1% compared to the previous year;
- Net profit attributable to shareholders was Euro 37.9 million, up 29.5% compared to the previous year.
The Sesa Group has strengthened its role as reference operator in Italy in the sector of services and solutions for technological innovation and digital transformation for the business segment. Our range of innovation and digital services has expanded further in the segments of Collaboration, Cloud, Digital Security, Data Management, Advanced Analytics, Cognitive and AI.
The Group's results assume extraordinary importance in view of the epidemic crisis during which they were achieved: at the peak of the emergency (February - April 2020), the Group reacted promptly, implementing organisational changes that allowed business continuity, protecting the health of its resources and continuing to grow in a sustainable manner.
The spread of Covid-19 also accelerated the trends of technological innovation and digital transformation on which to build the economic recovery. In this context, the Group strengthened its investments in human capital and innovation, realised partly thanks to corporate acquisitions, for a total value of approximately Euro 45 million during the year. The increase in operating profitability and actions taken to monitor working capital, also following the pandemic crisis, supported financial management, generating operational cash flow of over Euro 95 million as at 30 April 2020. The net financial position as at 30 April 2020 was a positive Euro 54.7 million, showing an improvement compared to the figure of Euro 41.8 million at

30 April 2019, despite the impact of higher debt amounting to Euro 20.8 million resulting from the application of IFRS 16, confirming the sustainability of the Group's investment policies. Financial solidity and sustainability represent one of the Group' s main values and guide its business decisions, enabling a longterm growth strategy.
Ten new acquisitions have taken place in the last 12 months, only six of which since April 2020, confirming the Group's ability to attract and integrate new skills as a distinctive feature on the market, with approximately Euro 100 million in incremental revenues expected in 2021 and 500 new specialised human resources. The aggregations carried out further expand the offer of digital transformation services into complementary segments, with high growth prospects and higher margins than the Group average, with longterm sustainability goals benefiting all stakeholders.
The aggregations that took place during the year include the launch of the new Group Business Services Sector, through Base Digitale SpA which, with an expected annual revenue of Euro 50 million and a human capital of about 300 resources, will contribute to the Group' strategic development in the years to come.
As at 30 April 2020, the VAD (Value Added Distribution) sector, which operates on the IT value market, generated Revenues and Other Income of Euro 1.452 billion, up 11.6% on the previous year, and EBITDA of Euro 53.3 million (EBITDA margin 3.7%), up 14.4% on 30 April 2019. The net result after taxes (EAT) as at 30 April 2020 was Euro 29.6 million, up 24.2%, with an EAT margin reaching 2.0% as at 30 April 2020, compared to 1.8% as at 30 April 2019. The VAD sector benefited from the focus on the value-added business areas of the market and the expansion of the solutions offered to customers in the Security, Analytics, Enterprise Software, Cloud and Collaboration segments. The positive results achieved during the year also result from initiatives undertaken in recent years to further strengthen the Italian market share (47% of the total in the Storage, System, Server, Networking and Enterprise software categories, source: Sirmi, June 2020). The development operations carried out during the year included the acquisition of 100% of the capital of Pico Srl, operating in Digital Media software solutions, the historic partner of the Enterprise Software Vendor Adobe, and the partnership agreement in February 2020 with Fortinet, expanding operation in the Security sector. Transactions carried out after the end of the year and contributing to next year's results include the acquisition of 55% of Clever Consulting Srl, a company specialising in the offer of End Point Security solutions with a Vendor portfolio including Blackberry, Accellion, Wandera, TITUS and Globalscape, as well as the acquisition of control (55%) of Service Technology Srl, a company operating in the refurbished sector that offers reverse logistics services, management and renewal of technology parks, in June 2020.
The Software and System Integration Sector (SSI), offering Technological Innovation solutions and Digital Transformation services for the SME and Enterprise segments, continues the development trend recorded over the last four years. Growth rates during the year amounted to 15.6% in terms of revenues and 43.9% in terms of operating profitability (Ebitda), thanks to the development strategy in the most innovative business areas of the market (including Digital Cloud, Digital Security and Digital Process). Revenues reach a total of approximately Euro 400 million, with an Ebitda result at 30 April 2020 of Euro 37.8 thousand (Ebitda margin 9.5%) up 43.9% compared to Euro 26.2 million (Ebitda margin 7.7%) at 30 April 2019. Net profit after taxes (EAT) amounted to Euro 12.0 million, up 25.1% compared to a net profit of Euro 9.6 million at 30 April 2019, with an EAT margin rising from 2.8% to 3.0%.
The growth of the SSI sector has been boosted by recent acquisitions and investments in human capital, with a marked increase in specialised resources. External development operations include the acquisition of control of Gencom Srl, a company based in Forlì with 25 human resources, operating in the Networking and Collaboration sector in support of Digital Security projects, which was included within the scope of consolidation in May 2019.
Significant acquisition projects with benefits that should become apparent next year were also finalised. The majority of the capital of zero12 Srl was purchased in May 2020. zero12 Srl is based in Padua and has approximately 20 employees specialised in Cloud Computing and Big Data Analysis solutions, with particular reference to application development and SaaS architectures. In May 2020, a binding agreement was entered into for the acquisition of 51% of Infolog SpA, a company specialising in the design and development of software solutions for the computerised management of warehouse logistics (warehouse management system, "WMS"), with over 200 customers operating in some of the main sectors Made in Italy and a workforce of over 40 resources.
Also, in May 2020, a binding agreement was entered into for the acquisition of a majority stake in Analytics Network Srl ("AN") and SPS Srl ("SPS"), focused on the development of cognitive analytics solutions and services for the enterprise segment. AN and SPS have about 20 human resources with consolidated expertise in data analytics in support of business processes, Predictive Analysis, Machine Learning and Artificial Intelligence. Lastly, in June 2020, a binding agreement was entered into for the purchase of 100% of the capital of Di.Tech Srl, a Bologna-based company with over 250 human resources, specialising in the supply of software solutions and IT services for the food distribution sector, focusing particularly on IT systems for the management of logistics, supply chains and store management. Di.Tech is the digital partner of reference for IT services and solutions of the Conad Group, one of Italy's leading food retail operators, with over 3,300 points of sale.
The Group further strengthened its initiatives for the organic development of human capital during the year, with the acquisition of new skills and the strengthening of corporate welfare plans, also in order to support and sustain the well-being and work-life balance of human resources. More than 200 new recruits, most of them young graduates of specialisation schools and universities in Italy, were hired as part of training programmes in the business areas of greatest growth and innovation, professional apprenticeships and internships. A complex system of company welfare (benefits, flexible benefits, work-life balance programmes) is dedicated to the over 2,500 resources, most of whom (99%) are employed on permanent contracts. This system was further strengthened during the year, supplementing the initiatives already in place with specific benefits related to the pandemic emergency.
The Group closed the year with very positive financial results, confirming its resilience and ability to grow continuously and sustainably in periods of instability and deceleration in the economic cycle.
In particular, the Group's role as a hub in its sector is confirmed and consolidated, thanks to investments in innovation, skills and the ability to support the growing demand for digital transformation resulting, among other things, from the current phase of economic recovery and the convergence of business organisation models towards hybrid and digital formulas.
Considering the state of global crisis and the acceleration of the investments that the Group intends to make to support future development and the growing demand for digitisation, the Board of Directors has resolved to propose to the Shareholders' Meeting not to distribute any dividend and to allocate the profit for the year to profits carried forward.
We would like to conclude by thanking the over 2,500 human resources of the Group who have contributed significantly to the attainment of these results, as well as all our stakeholders, to whom we confirm our determined commitment to generate sustainable value in the long term.
Paolo Castellacci Chairman of the BoD
Alessandro Fabbroni
Managing Director
Company headquarters and Group infrastructure
The Sesa Group operates throughout the whole of Italy and in some European countries. The Group headquarters is in Empoli (Florence), where a technological centre occupying an area of over 25,000 square metres has been developed, including around 10,000 square metres of office space, a data centre dedicated to cloud computing services of around 1,300 square metres and a logistics centre and warehouse of around 14,000 square metres, as well as buildings housing the company crèche, canteen and auditorium. There is also an Experience Lab at the Empoli headquarters, available to the Group's customers.
The Group also has a widespread presence in Milan, where it has a total workforce of over 500 employees, which has grown steadily in recent years, and offices occupying an area of over 4,000 square metres. Other offices are located throughout Italy, particularly in Genoa, Turin, Verona, Padua, Bolzano, Trento, Brescia, Montebelluna, Ferrara, Bologna, Florence, Siena, Arezzo, Perugia, Rome, Pescara, Ancona, Jesi, Naples, Bari, Palermo and Cagliari.
There are also foreign branches operating in Germany (Aichach, Filderstadt and Moers), Spain (Barcelona) and China (Shanghai).


Experience Lab, Empoli (FI)

Group Datacenter, Empoli (FI)

Corporate site
Information on the Group's structure, economic and financial data, press releases and corporate governance are available on the website www.sesa.it and on linkedIn https://it.linkedin.com/company/sesa-spa
Group Structure as at 30 April 2020
The Sesa Group is organised into four business sectors. The VAD Sector (Distribution of Value-Added Information Technology solutions), managed through the subsidiary Computer Gross SpA, the SSI Sector (Software and System Integration), managed through the subsidiary Var Group SpA, which offers digital transformation solutions and services to end users belonging to the SME and Enterprise segments, the BS Sector (Business Services) led by the subsidiary Base Digitale SpA, which offers outsourcing, security and digital transformation services for the finance segment, and the Corporate Sector which, through the parent company Sesa SpA, manages the Group's corporate functions and financial and operational platform.

*Subsidiaries valued at cost due to their insignificance or irrelevance from an accounting point of view.
Changes in the scope of consolidation compared to the previous year include the entry of Gencom Srl, Kleis Srl, Var Group Centro Srl since May 2019, SSA Informatica Srl and Var System Srl since June 2019, Apra Computer System Srl and Citiemme Srl since July 2019 and East Service Srl since January 2020. The BS Sector, including the companies Base Digitale SpA, B.Services Srl, ABS Technology and Globo Informatica Srl, was included in the consolidation area from March 2020. Pico Srl joined the VAD Sector in January 2020. The Group's corporate simplification plan continued during the year: the mergers of Synergy Srl into Var One Srl and Var ITT Srl into Leonet4Cloud Srl were completed in February 2020, while the mergers of Tech In-Nova Srl into Tech Value Srl, and of Bservices Srl and Globo Informatica into Base Digitale SpA, which had already been approved, were completed after 30 April 2020.
Operating conditions and development of the Group's structure and business
The Sesa Group is a reference operator in Italy in the offer of value-added IT services and digital solutions, partnering the main international software, hardware and digital innovation vendors for the business segment. The Sesa Group offers a wide range of IT solutions as well as integration and specialised consulting services to support its customers.
The Group's activities are now divided into four sectors:
- The Corporate Sector comprises activities related to the strategic governance and management of the Group's operating machinery and financial platform, centralised within the parent company Sesa SpA. For the main operating companies of the group in particular, the Administration, Finance and Audit, Human Resources, Organisation, Information Technology, Investor Relations, Corporate Affairs and Governance, Legal and Internal Audit functions are managed by the parent company, Sesa SpA. The supply of logistics services applied to ICT is managed for the main operating companies by the wholly owned subsidiary ICT Logistica Srl. Marketing services in support of the ICT Channel are supplied by Idea Point Srl;
- The VAD Sector includes activities related to the Value-Added Distribution (VAD) of technological innovation solutions, with focus on the Data Centre, Enterprise Software, Networking and Collaboration, Security and Cloud Computing segments. The VAD Sector is managed by the wholly owned subsidiary Computer Gross SpA;
- the Software and System Integration Sector (SSI) offers technological innovation and digital transformation solutions for companies in the SME and Enterprise segments. The Software and System Integration Sector is managed by the wholly owned subsidiary Var Group SpA;
- the Business Services Sector (BS) offers process outsourcing, security and digital transformation services for the finance segment. The BS Sector is managed by the subsidiary Base Digitale SpA.
The table below provides an overview of the companies belonging to the Sesa Group (consolidated on a line-by-line basis), broken down by business segment.
Corporate Sector
Sesa SpA
The parent company Sesa SpA performs investment holding and administrative and financial management activities, organisation, planning and control, management of information systems, human resources, general, corporate and legal affairs and extraordinary finance activities of the main companies in the group. The shares of Sesa SpA are listed on the STAR segment of the Milan Stock Exchange. Sesa SpA holds 100% control of Computer Gross SpA and Var Group SpA, managing the functions of Administration, Finance and Audit, Human Resources, Organisation, Information Technology, Investor Relations, Extraordinary Finance, Corporate Affairs and Corporate Governance, Legal and Audit for the main operating companies within the group.
ICT Logistica Srl
The Company, a wholly owned subsidiary of Sesa SpA (66.66% of which through Computer Gross SpA and 33.33% through Var Group SpA) provides ICT logistics services to the main companies in the Group and other leading ICT operators.
Idea Point Srl
The Company, a wholly owned subsidiary of Sesa SpA, operates in marketing and promotion in support of operators in the ICT channel Cloud computing sector in support of the ICT channel.
Software and System Integration Sector (SSI)
Business Technology Solutions & Sales ("BTS & Sales") Business Unit
Var Group SpA
The Company, which is wholly owned by Sesa SpA, is a Digital Services & Innovation provider and reference operator in the Italian IT market for the SME and Enterprise segments with a turnover of Euro 396 million as at 30 April 2020 (including that of the subsidiaries). Var Group has developed an integrated offer of digital solutions with an organisational model, also through its subsidiaries, divided into seven business units: Business Technology Solutions, Smart Services, Digital Security, Digital Cloud, Digital Process, Customer Experience, ERP & Industry Solutions. Innovative A.I., block chain and IoT solutions are offered to supplement the range.
Var Group Srl
The Company, wholly owned by Var Group SpA, offers IT services and solutions on behalf of the parent company Var Group SpA in Central Italy.
Var Group Nord Ovest Srl
The Company, wholly owned by Var Group Srl, offers IT services and solutions on behalf of the parent company Var Group SpA in Northwest Italy (through the Milan, Turin and Genoa branches).
Var Aldebra Srl
The Company, 59% owned by Var Group Srl, offers IT services and solutions on behalf of Var Group SpA in Northeast Italy (through the Bologna, Verona, Treviso, Trento and Bolzano).
Var Group Centro Srl
The Company, 97-5% owned by Var Group Srl, offers IT services and solutions on behalf of the parent company Var Group SpA in Central-Southern Italy.
Digital Cloud Business Unit
Leonet4Cloud Srl
The Company, a wholly owned subsidiary of Var Group SpA, offers private, public and hybrid cloud services, with a portfolio of products and services to meet business and enterprise demand. The merger by incorporation of the wholly owned subsidiary Var ITT Srl was completed in February 2020.
Smart Services Business Unit
My Smart Services Srl
The Company, a wholly owned subsidiary of Var Group SpA, offers managed services across the entire Italian market.
Var Service Srl
The Company, 57% owned by My Smart Services Srl, is active in the supply of maintenance and technical assistance services on the domestic market.
MF Services Srl
The Company, 70% owned by My Smart Services Srl, is active in the supply of maintenance and technical assistance services in Central and Northern Italy.
Cosesa Srl
The Company, a wholly owned subsidiary of Var Group SpA, operates in the Strategic Outsourcing services sector for leading Enterprise customers.
Var Engineering Srl
The Company, 93% owned by Tech-Value Srl, offers IT services and solutions for intensive engineering companies in the manufacturing sector.
Var System Srl
The Company, jointly controlled by Var Group Nord Ovest Srl and Leonet4Cloud Srl, offers system services in support of the IT infrastructure for SME & Enterprise customers. It was established in June 2019 with contributions from companies already within the Group's scope of consolidation.
East Service Srl
The company, a wholly owned subsidiary, offers system services to support the corporate IT infrastructures of SME and Enterprise customers operating in North-East Italy (Trentino Alto Adige, Veneto, Lombardy). The company entered the consolidation area in January 2020.
Digital Security Business Unit
Yarix Srl
The company, 100% owned by Var Group SpA, offers Digital Security services to the SME, Enterprise and public administration markets. The company is one of the leading Italian operators in the Cybersecurity sector, with a highly specialised Security Operation Centre (SOC) at its headquarters in Montebelluna, as well as an R&D centre located in Tel Aviv (Israel).
Gencom Srl
The company, based in Forlì, is 60% controlled by Yarix Srl and operates in the networking and collaboration sector in support of complex Digital Security projects. It has been included in the scope of consolidation since May 2019.
Kleis Srl
The company, 51% controlled by Var Group SpA, is a Turin-based firm specialising in Artificial Intelligence and Machine Learning, operating in the banking sector and in areas related to e-commerce and the prevention of electronic fraud. It has been included in the consolidation setting since May 2019.
ERP & Vertical solutions Business Unit
Sirio Informatica e Sistemi SpA
The company, 51% owned by Var Group SpA, operates in the development and marketing of ERP ("Sirio") software and proprietary applications for the SME and Enterprise market.
Panthera Srl
The company, 80% owned by Sirio Informatica e Sistemi SpA and 10% owned by Var Group SpA, is active in the development and marketing of ERP ("Panthera") software and proprietary applications for the SME and Enterprise market with customers operating in some of the main Italian production districts.
Var BMS SpA
The company, 84% controlled by Var Group SpA, is active mainly in Northern Italy, operating in the SAP ERP consulting and services sector with reference to Enterprise customers.
Var One Srl
The company, 65% owned by Var Group SpA through Var BMS SpA, operates in the supply of integrated solutions and services on the SAP Business One platform. Thanks to its skills and a widespread presence throughout the country, it is a leading operator in Italy in the SAP Business One sector. The merger by incorporation of Synergy Srl was completed in February 2020.
SSA Informatica Srl
The Company, 100% owned by Var One Srl, operates in the supply of integrated solutions and services on the SAP Business One platform for SME customers. SSA Informatica offers consulting, business solutions and services to its customers concentrated in North-Eastern Italy. SSA Informatica has been included in the consolidation area since June 2019.
Citiemme Informatica Srl
The Bergamo-based company, owned by Var Group SpA and Var One Srl, holders of 37% and 26% of the quota capital respectively, operates in the supply of integrated solutions and services on the TeamSystem platforms (Alyante and ACG) for SME customers. Citiemme Informatica Srl offers consulting, business solutions and services to its customers concentrated in North-Eastern Italy. Citiemme Informatica Srl has been included in the consolidation area since July 2019.
Apra SpA
The company, 75% controlled by Var Group SpA, offers digital services, business applications ("I-Wine" and "I-Furniture") and IT solutions to SME and Enterprise customers in Central Eastern Italy and belonging to certain segments Made in Italy (including Furniture and Wine).
Centro 3Cad Srl
The company, 80% owned by Apra SpA, operates in the development of 3cad solutions mainly for the Furniture district.
Apra Computer System Srl
The company, 55% owned by Apra SpA, offers IT and vertical services and solutions for SME customers. It has been included in the consolidation area since July 2019.
Evotre Srl
The company, 56% owned by Apra SpA, offers Zucchetti HR management solutions to support SME customers in Central Italy. It has been included in the consolidation area since April 2019.
Sailing Srl
The company, 75% owned by Var Group SpA, operates in the production and marketing of software ("Arethè") and IT services for the large-scale retail/retail market.
Var Prime Srl
The company, 100% owned by Var Group SpA, is the reference operator for solutions on the Microsoft Dynamics platform, dedicated to the SME segment.
Delta Phi Sigla Srl
The company, 100% owned by Var Group SpA, operates in the development and marketing of proprietary software and applications ("SIGLA ++") for the Small Business market. The company has a customer database, also through resellers, of several thousand users, located throughout the country.
Digital Process Business Unit
Var Industries Srl
The 86% controlled company operates in the field of technological innovation (IoT and Industry 4.0) with a focus on Digital Processing solutions.
Tech-Value Srl
The company, 51% owned by Var Group SpA, is specialised in the supply of IT services and Product Lifecycle Management (PLM) solutions for intensive engineering companies in the manufacturing sector, with 1,000 customers and approximately 35 resources distributed in its offices in Milan, Turin, Genoa, Bologna, Roncade (TV), Fara Vicentina (Vi) and Viareggio (Lu). Following the merger by incorporation of CCS Team Srl, Tech-Value Srl controls Tech-In-Nova Srl, Tech-Value Iberica SL and PBU CAD-Systeme GmbH.
PBU CAD-Systeme GmbH
The company, 60% owned by Tech-Value Srl, operates in the design of PLM (Product Lifecycle Management), Process Transformation and Digital Manufacturing services and solutions for intensive engineering manufacturing companies. The company with headquarters in Aichach (Bavaria) and subsidiaries in Filderstadt (Stuttgart) and Moers (Düsseldorf) has a qualified staff of about 50 resources, and a long-standing partnership with Siemens Industry Software.
Customer Experience Business Unit
Adiacent Srl
The company, 53% controlled by Var Group SpA and 33% by Sesa SpA, supplies IT solutions to corporate customers, with reference to the digital transformation area (web marketing, e-commerce and digital solutions) for the SME, Enterprise and Finance segments.
AFB Net Srl
The company, 62% owned by Adiacent Srl, is active in the digital transformation sector with specific expertise in digital marketing and e-commerce projects.
Business Services Sector (BS)
Base Digitale SpA
The company, controlled by Sesa SpA, leads the Business Services Sector and is an operational holding company. The company and its subsidiaries (B.Services Srl and ABS Technology Srl) entered the consolidation setting in March 2020. The merger of Bservices Srl and Globo Informatica Srl into Base Digitale SpA was completed in April 2020, with completion of the pertinent effects in July 2020.
B.Services Srl
The company, 100% owned by Base Digitale SpA, supplies business process outsourcing, digital transformation, Fleet management and operations services. It is a recognised partner of some of the leading national operators in the finance and banking sector, including BMPS, Banca Intesa and the Credit Agricole Group. It has a staff of over 220 employees working at the Florence headquarters and at the branches in Monteriggioni (SI) and Pisa. The company was merged into Base Digitale SpA in July 2020.
ABS Technology Srl
The company, 100% owned by Base Digitale SpA, supplies physical and logical security services mainly for banks and operators in the retail and large-scale retail sector. It has a staff of over 40 employees working at the Florence headquarters and at the branch in Monteriggioni (SI).
Value Added Distribution Sector (VAD)
Computer Gross SpA
The company, wholly owned by Sesa SpA, is the reference operator in Italy in the value added distribution of technological innovation solutions to resellers (software houses, system integrators and dealers) with a portfolio of over 13,000 customers active throughout the country, who, in turn, cover both the small and medium business market and the Enterprise and Public Administration markets. Computer Gross SpA is a reference operator in Italy in the marketing of products and solutions provided by major international vendors including Citrix, Cisco, DellEMC, HP, HPE, IBM, Lenovo, Lexmark, Microsoft, Oracle, Symantec, VMware, Adobe and Fortinet. Computer Gross SpA has about 350 employees and is organised into Business Units with technical and commercial personnel dedicated to market segments (enterprise software, networking, POS, value solutions) and/or to strategic brands distributed.
The company, with revenues of Euro 1,434 million and a net profit of Euro 30.8 million achieved in the year ended 30 April 2020, is the main subsidiary, in terms of revenue and profitability, of the Sesa Group.
Icos SpA
Icos SpA, 81% owned by Computer Gross SpA, is a value added distributor of enterprise software and datacenter solutions on the Italian market, with offices in Ferrara, Milan and Rome, a long-standing partner of the Vendor Oracle and a distributor of NetApp, CommVault and other Vendor software solutions.
Computer Gross Nessos Srl
Computer Gross Nessos Srl, 60% owned by Computer Gross SpA, employs personnel dedicated to the management of Networking products and solutions, a sector where it is the national market reference operator thanks to the completeness and added value of the product range offered. The portfolio of brands covered includes Cisco, a leading vendor in the global networking market.
Collaboration Value Srl
A company 58% owned by Computer Gross SpA, it provides design services for complex IT solutions to support its business partners.
Computer Gross Accadis Srl
A company 51% owned by Computer Gross SpA, it markets Hitachi Data Systems solutions on behalf of said company.
Pico Srl
A wholly owned subsidiary of Computer Gross SpA, it is the main national distributor of the Adobe brand.
Performance of operations
General economic trend
The spread of the pandemic has had an unprecedented economic impact on the global economy. World GDP is expected to fall by 3% in 2020 after a three-year period from 2017 to 2019 with growth rates of around 3%. The contraction of the economic cycle highlights factors of uncertainty that continue to be significant. The baseline scenario envisages the containment of the pandemic in the second half of 2020, with a return to global GDP growth in 2021 of 5.8% and a progressively narrowing gap between the growth of advanced and emerging economies (source IMF - WEO, April 2020).
In the Euro zone, after a three-year period from 2017 to 2019 with an average GDP growth of around 2%, a reduction in GDP of over 6% is expected in 2020. The return to normality is expected to bring GDP growth in 2021 to 4.7% (source IMF - WEO, April 2020).
The impact of the lockdown measures adopted by the major world economies has resulted in a marked contraction in industrial production. The impact of the global crisis on the performance of the Italian economy has been severe, with an anticipated 9.1% reduction in GDP in 2020. This drop is greater than that of other advanced economies due to greater dependence on sectors such as tourism and transport and the reduced capacity to respond in terms of economic policy. The impact of the spread of the epidemic has affected all sectors with some exceptions including health, communications, information technology and food. Italian GDP is expected to recover by about 5% in 2021, in line with other European economies (source IMF - WEO, April 2020).
The following table shows the final results for 2016, 2017, 2018 and 2019 and forecast GDP trend for 2020 and 2021 (source: IMF - WEO, April 2020).
| Change in GDP | Change in GDP | Change in GDP | Change in GDP | Change in | Change in | |
|---|---|---|---|---|---|---|
| Percentage Values | 2016 | 2017 | 2018 | 2019 | GDP 2020 (E) | GDP 2021 (E) |
| World | +3.2% | +3.8% | +3.6% | +2.9% | -3.0% | +5.8% |
| Advanced Economies | +1.7% | +2.3% | +2.3% | +1.7% | -6.1% | +4.5% |
| Emerging Market | +4.3% | +4.8% | +4.5% | +3.7% | -1.0% | +6.6% |
| USA | +1.5% | +2.3% | +2.9% | +2.3% | -5.9% | +4.7% |
| Japan | +1.0% | +1.7% | +0.3% | +0.7% | -5.2% | +3.0% |
| China | +6.7% | +6.9% | +6.6% | +6.1% | +1.2% | +9.2% |
| Great Britain | +1.8% | +1.8% | +1.3% | +1.4% | -6.5% | +4.0% |
| Euro Zone | +1.8% | +2.3% | +1.9% | +1.2% | -7.5% | +4.7% |
| Italy | +0.9% | +1.5% | +0.8% | +0.3% | -9.1% | +4.8% |
Development of demand and performance of the sector in which the Group operates
Since 2016, the IT market in Italy has been characterised by growing development rates, always higher than Italy's Gross Domestic Product. Even in 2020, the year of the Covid-19 epidemic, the anticipated drop in the market (-1.7%) remains well below the sharp drop in Italy's GDP (-9.1%). The IT sector continues to be one of the markets that will be least affected by the spread of the pandemic, with forecasts of a return to growth in 2021 (+4.8%). Even during lockdown, demand did not suffer significant contractions as companies accelerated the demand for digitisation to pursue business continuity, investing in particular in segments such as collaboration, cloud solutions and security. A return to growth of about 5%, higher than the historical average, is expected in 2021, completely recovering the market downturn of 2020 (Source: Sirmi, June 2020).
The growth of the IT market is mainly driven by the development of the Management Services segment, which includes digital services and solutions and reflects the evolution of the way technology is used. In 2020, Management Services is the only segment to report positive progress, supporting business continuity in all areas of activity. This market segment, in which the Sesa Group has extensive coverage, is expected to return to growth in 2021, with rates accelerating further (+8.4%) compared to the 2016-2019 track record (Source: Sirmi, June 2020).
| Italian IT market | Chang | Chang | Chang | Chang | Chang | Chang | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Euro millions) | 2016 | 2017 | 2018 | 2019 | 2020E | 2021E | 2022E | e 17/16 |
e 18/17 |
e 19/18 |
e 20/19 |
e 21/20 |
e 22/21 |
| Hardware | 6,006 | 6,044 | 6,025 | 6,172 | 5,945 | 6,137 | 6,300 | 0.6% | -0.3% | 2.4% | -3.7% | 3.2% | 2.7% |
| Software | 3,848 | 3,833 | 3,845 | 3,861 | 3,762 | 3,793 | 3,830 | -0.4% | 0.3% | 0.4% | -2.6% | 0.8% | 1.0% |
| Project Services | 3,423 | 3,436 | 3,500 | 3,588 | 3,279 | 3,431 | 3,533 | 0.4% | 1.9% | 2.5% | -8.6% | 4.6% | 3.0% |
| Management Services | 5,193 | 5,504 | 5,900 | 6,350 | 6,653 | 7,215 | 7,801 | 6.0% | 7.2% | 7.6% | 4.8% | 8.4% | 8.1% |
| Total IT Market | 18,47 0 |
18,81 7 |
19,27 0 |
19,97 1 |
19,63 9 |
20,57 5 |
21,46 4 |
1.9% | 2.4% | 3.6% | -1.7% | 4.8% | 4.3% |
| Cloud Computing | 1,510 | 1,862 | 2,296 | 2,830 | 3,461 | 4,181 | 4,679 | 23.3% | 23.6% | 23.0% 17.9% | 19.5% | 17.4% | |
| Cloud (SaaS, PaaS, IaaS) Adoption % |
15.3% | 18.8% | 23.3% | 28.2% | 34.4% | 40.2% | 46.2% |
The following table represents the IT market trend in Italy in 2016-2019 and the forecasts for 2020, 2021 and 2022 (Source: Sirmi, June 2020).
Within the IT market, the distribution segment, where the Group operates through its main subsidiary Computer Gross SpA (VAD Sector), recorded an average growth of 5% in the three-year period from 2017 to 2019, supported by the networking, collaboration and enterprise software (including analytics, security and cloud) segments. Due to the spread of the Covid-19 epidemic, a reduction of about 1% is expected in 2020, with positive signals in the cloud and collaboration areas in support of the digital transformation of companies. A return to growth is expected in 2021, with rates rising above the historical average (Source Sirmi, June 2020).
The System Integrator segment recorded an average growth of about 6% in 2017-2019, thanks to the demand for digital transformation and technological innovation of companies and organisations. Due to the pandemic emergency, a contraction in demand of about 3% is expected in 2020, due mainly to a decline in project services and with trends varying in relation to the sectors of activity. Innovative services (Cybersecurity, Cloud Computing, Big Data, AI/Cognitive, Analytics) and collaboration solutions are expected to grow also in 2020.
Foreword
The reclassified income statements, balance sheets and statements of cash flows of the Group and the parent company Sesa SpA, as shown below, have been prepared on the basis of the consolidated financial statements and the statutory financial statements at 30 April 2020, in compliance with the international accounting standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and approved by the European Union, as well as the provisions issued in implementation of Article 9 of Legislative Decree no. 38/2005. In the Report on Operations, in addition to the financial figures required by the IFRSs, certain figures originating from the latter are also illustrated, despite not being required by IFRS (Non-GAAP Measures). These amounts are presented in order to allow a better assessment of the performance of the Group's operations and should not be considered as alternatives to those envisaged by the IFRSs.
Economic highlights of the Sesa Group
The reclassified consolidated income statement (in Euro thousands) for the year ended 30 April 2020 is provided below, and compared with the previous year ended 30 April 2019.
| Reclassified income statement | 30/04/2020 | % | 30/04/2019 | % | Change 2020/19 |
|---|---|---|---|---|---|
| Net revenues | 1,762,641 | 1,539,854 | 14.5% | ||
| Other Income | 13,384 | 10,751 | 24.5% | ||
| Total Revenues and Other Income | 1,776,025 | 100.0% | 1,550,605 | 100.0% | 14.5% |
| Product purchase costs | 1,429,220 | 80.5% | 1,258,954 | 81.2% | 13.5% |
| Costs for services and rent, leasing, and similar costs | 133,404 | 7.5% | 117,293 | 7.6% | 13.7% |
| Payroll | 114,763 | 6.5% | 96,318 | 6.2% | 19.2% |
| Other operating costs | 4,148 | 0.2% | 3,694 | 0.2% | 12.3% |
| Total product purchase costs and Operating Costs | 1,681,535 | 94.7% | 1,476,259 | 95.2% | 13.9% |
| Gross Operating Margin (Ebitda) | 94,490 | 5.32% | 74,346 | 4.79% | 27.1% |
| Amortisation and depreciation of tangible and intangible assets (sw) |
17,105 | 8,715 | 96.3% | ||
| Amortisation of client lists and know how purchased (PPA) | 4,568 | 2,979 | 53.3% | ||
| Accruals and other non-monetary costs | 8,920 | 9,934 | -10.2% | ||
| Operating Result (EBIT) | 63,897 | 3.60% | 52,718 | 3.40% | 21.2% |
| Net financial income and expense | (3,706) | (4,400) | -15.8% | ||
| Result before taxes (Ebt) | 60,191 | 3.39% | 48,318 | 3.12% | 24.6% |
| Income taxes | 18,003 | 14,956 | 20.4% | ||
| Net result | 42,188 | 2.38% | 33,362 | 2.15% | 26.5% |
| Net result attributable to the owners of the parent | 37,914 | 29,284 | 29.5% | ||
| Net result attributable to non-controlling interests | 4,274 | 4,078 | 4.8% | ||
| Gross Operating Margin (Ebitda) excluding the effects of IFRS 16 |
88,573 | 4.99% | 74,346 | 4.79% | 19.1% |
| Net result excluding the effects of IFRS 16 | 42,429 | 2.39% | 33,362 | 2.15% | 27.2% |
| Adjusted Operating Result* | 68,465 | 3.85% | 55,697 | 3.59% | 22.9% |
| Adjusted Result before taxes | 64,759 | 3.65% | 51,297 | 3.31% | 26.2% |
| Adjusted Net Result* | 45,440 | 2.56% | 35,482 | 2.29% | 28.1% |
| Adjusted net result attributable to the owners of the parent* |
41,166 | 31,404 | 31.1% |
The year under review closed with an acceleration of the growth of revenues (+14.5%) and Ebitda (+27.1%) compared to the Group's long-term trend (CAGR revenues 2011-2020 +10.1%, CAGR Ebitda 2011-2020 +11.9%). Total revenues and other income increased by Euro 225.4 million (+14.5%), from Euro 1,551 million as at 30 April 2019 to Euro 1,776 million as at 30 April 2020, thanks to the contribution of all the Group's sectors, including Business Services, from March 2020.
* The Adjusted Operating Result and the Adjusted Result before taxes are defined gross of amortisation of intangible assets (client lists and know-how) recognised following the purchase price allocation (PPA) process. The Adjusted Net Result and the Adjusted Net Group Result are defined gross of amortisation of intangible assets (client lists and know-how) recognised following the PPA process and net of taxes.
The VAD and SSI sectors showed an essentially organic growth in revenues of 11.6% and 15.6% respectively, with a contribution to consolidated annual growth resulting from external leverage (changes in the scope of consolidation as a result of corporate acquisitions) of around 20%.
Changes in the scope of consolidation compared to the previous year include PBU CAD-Systeme GmbH operating in the PLM services and solutions sector for "engineering intensive" customers, consolidated since February 2019), Gencom Srl operating in the networking and collaboration sector for Digital Security projects, consolidated since May 2019), Evotre Srl (operating in the Zucchetti platform services sector, consolidated since May 2019), Kleis Srl (operating in the security services sector, consolidated since May 2019), SSA Informatica Srl (operating in the services sector SAP Business One, consolidated since June 2019), Apra Computer System Srl (system integrator of IT solutions and infrastructures, consolidated since July 2019), Citiemme Srl (operating in the services sector on the TeamSystem platform, consolidated since July 2019), East Service Srl (operating in the smart services sector in the North East and consolidated since January 2020), Pico Srl (operating in the marketing of Adobe solutions, consolidated since January 2020). The Business Services Sector was also established and consolidated from March 2020.
In the period under review the consolidated Gross Margin2 rose by 18.9%, from Euro 291,651 thousand (18.8% of revenues and other income) at 30 April 2019 to Euro 346,805 thousand at 30 April 2020 (19.5% of revenues and other income), against an increase in operating costs of 16.1%, from Euro 217,305 thousand at 30 April 2019 (14.0% of revenues and other income) to Euro 252,315 thousand at 30 April 2020 (14.2% of revenues and other income).
| Year ended 30 April | ||||||||
|---|---|---|---|---|---|---|---|---|
| (Euro thousands) | 2020 | % | 2019 | % | Change | |||
| Total Revenues and Other Income | 1,776,025 | 100.0% | 1,550,605 | 100.0% | 14.5% | |||
| Gross Margin | 346,805 | 19.5% | 291,651 | 18.8% | 18.9% | |||
| Costs for services and rent, leasing, and similar costs | 133,404 | 7.5% | 117,293 | 7.6% | 13.7% | |||
| Personnel | 114,763 | 6.5% | 96,318 | 6.2% | 19.2% | |||
| Other operating costs | 4,148 | 0.2% | 3,694 | 0.2% | 12.3% | |||
| Total operating costs | 252,315 | 14.2% | 217,305 | 14.0% | 16.1% |
As a result of the development of human capital and the growing added value of the services offered, Personnel costs rose from Euro 96,318 thousand at 30 April 2019 to Euro 114,763 thousand at 30 April 2020 (+19.2%). The total number of the Group's human resources grew from 1,900 at 30 April 2019 to 2,547 at 30 April 2020 as a result of both the entry into the consolidation area of the recently acquired companies (Gencom Srl, Kleis Srl, Citiemme Srl, SSA Informatica Srl, Pico Srl and Evotre Srl) and the establishment of the Business Services Sector, as well as the inclusion via internal lines of over 200 resources following recruitment and training plans for young resources, among other initiatives.
Thanks to the development of revenues from value added solutions, the Group's Ebitda result grew by +27.1%, from Euro 74,346 thousand at 30 April 2019 (4.79% of Revenues and Other Income) to Euro 94,490 thousand (5.32% of Revenues and Other Income) at 30 April 2020. The Ebitda margin in the VAD sector increased from 3.58% at 30 April 2019 to 3.67% at 30 April 2020, while Ebitda in the SSI sector increased from 7.66% at 30 April 2019 to 9.53% at 30 April 2020.
The growth in consolidated Ebitda for the year was mainly organic with a contribution from external leverage of approximately 27%, almost entirely related to the SSI sector. The growth in Ebitda excluding the effects of IFRS 16 in the year was 19.1% (the application of IFRS 16 from 1 May 2019 resulted in the reversal of Euro 5,917 thousand in rental and hire costs at 30 April 2020).
The consolidated operating result (Ebit) increased by 21.2%, from Euro 52,718 thousand (Ebit margin 3.40%) at 30 April 2019 to Euro 63,897 thousand (Ebit margin 3.60%) at 30 April 2020. This was thanks to the increase in the Ebitda result described above and despite the increase in tangible depreciation and intangible amortisation amounting to Euro 8,390 thousand (Euro 5,757 thousand of which due to higher amortisation of rights of use following the application of IFRS 16), as well as higher amortisation of client lists and technological know-how deriving from company acquisitions, which increased from Euro 2,979 thousand at 30 April 2019 to Euro 4,568 thousand at 30 April 2020. Adjusted EBIT, excluding customer list depreciation and amortisation and know-how, increased by 22.9% from Euro 55,697 thousand at 30 April 2019 (adjusted EBIT margin 3.59%) to Euro 68,465 thousand (adjusted EBIT margin 3.85%) at 30 April 2020.
Profit before taxes at 30 April 2020 amounted to Euro 60,191 thousand, an increase of 24.6% compared to Euro 48,318 thousand at 30 April 2019, after net financial charges of Euro 3,706 thousand at 30 April 2020, falling from Euro 4,400
2 Consolidated gross commercial margin (Gross Margin) measured as the difference between revenues and other income and product purchase costs
thousand at 30 April 2019 due, among other things, to the higher contribution of the associated companies, recorded using the equity method, including Attiva SpA and Kolme Srl for the VAD and Studio 81 Srl sector, Innorg Srl and Polymatic Srl for the SSI sector. Financial management shows a net negative balance of Euro 5,034 thousand, in line with the figure at 30 April 2019 despite the increase in revenues. The trend in exchange management shows a negative balance of Euro 370 thousand at 30 April 2020 compared to net expense amounting to Euro 140 thousand at 30 April 2019.
| Year ended 30 April | |||
|---|---|---|---|
| (Euro thousands) | 2020 | 2019 | |
| Interest expense on sales of receivables | 1,673 | 1,159 | |
| Expenses and commissions for sales of receivables with recourse | 121 | 247 | |
| Bank and loan interest expense | 485 | 334 | |
| Other interest payable | 1,155 | 1,444 | |
| Commissions and other financial expense | 2,514 | 2,622 | |
| Financial expense related to severance indemnities | 263 | 309 | |
| Total financial expense | 6,211 | 6,115 | |
| Interest income on other short-term receivables | 736 | 625 | |
| Other financial income and dividends from shareholdings | 142 | 382 | |
| Bank interest income | 27 | 25 | |
| Total financial income | 1,177 | 1,032 | |
| Total financial items (A) | (5,034) | (5,083) | |
| Total foreign exchange items (B) | (370) | (140) | |
| Share of profits of companies valued at equity (C) | 1,698 | 823 | |
| Net financial income/(expense) (A+B+C) | (3,706) | (4,400) |
The consolidated net result at 30 April 2020 amounts to Euro 42,188 thousand (+26.5%) and reflects a slight reduction in the tax burden. The adjusted net result, excluding client list and know-how amortisation, increased by +28.1% from Euro 35,482 thousand at 30 April 2019 to Euro 45,440 thousand at 30 April 2020.
Consolidated net profit after minority interests at 30 April 2020 amounted to Euro 37,914 thousand, an increase of 29.5% compared to the profit of Euro 29,284 thousand at 30 April 2019, reflecting a higher incidence of the results of wholly owned subsidiaries.
The Group's adjusted net profit for the period ended 30 April 2020 was Euro 41,166 thousand, up 31.1% on the net profit of Euro 31,404 thousand for the period ended 30 April 2019.
Highlights of the Group's balance sheet
The reclassified balance sheet (in Euro thousands) for the year ended 30 April 2020 is provided below, and compared with the previous year ended 30 April 2019.
| Reclassified Balance Sheet | 30/04/2020 | 30/04/2019 | Change 2020/19 |
|---|---|---|---|
| Intangible assets | 74,273 | 54,001 | 20,272 |
| Tangible assets (including rights of use) | 83,958 | 57,771 | 26,187 |
| Investments carried at equity | 12,158 | 10,030 | 2,128 |
| Other non-current assets and deferred tax assets | 25,715 | 27,354 | (1,639) |
| Total non-current assets | 196,104 | 149,156 | 46,948 |
| Inventories | 91,127 | 82,044 | 9,083 |
| Trade receivables | 393,645 | 364,314 | 29,331 |
| Other current assets | 48,646 | 43,451 | 5,195 |
| Current assets for the year | 533,418 | 489,809 | 43,609 |
| Trade payables | 379,066 | 326,009 | 53,057 |
| Other current payables | 99,610 | 79,964 | 19,646 |
| Short-term liabilities for the year | 478,676 | 405,973 | 72,703 |
| Net working capital | 54,742 | 83,836 | (29,094) |
| Provisions and other non-current tax liabilities | 20,665 | 17,792 | 2,873 |
| Employee benefits | 31,022 | 24,332 | 6,690 |
| Net non-current tax liabilities | 51,687 | 42,124 | 9,563 |
| Net Invested Capital | 199,159 | 190,868 | 8,291 |
| Shareholders' Equity | 253,859 | 232,622 | 21,237 |
| Medium-term Net Financial Position | 187,038 | 123,040 | 63,998 |
| Short-term Net Financial Position | (241,738) | (164,794) | (76,944) |
| Tot. Net Financial Pos. (Net Liquidity) | (54,700) | (41,754) | (12,946) |
| Equity and Net Financial Position | 199,159 | 190,868 | 8,291 |
The balance sheet shows an increase in net invested capital, which increased from Euro 190,868 thousand at 30 April 2019 to Euro 199,159 thousand at 30 April 2020, mainly as a result of:
- increase in non-current assets, from Euro 149,156 thousand at 30 April 2019 to Euro 196,104 thousand at 30 April 2020, generated by investments in corporate acquisitions and tangible fixed assets and by the recognition from 1 May 2019 of the right to use tangible fixed assets for Euro 20.6 million in application of IFRS 16;
- reduction of net working capital to Euro 54,742 thousand (NWC/Revenues 5.9%) at 30 April 2020 from Euro 83,836 thousand (NWC/Revenues 8.0%) at 30 April 2019, thanks to improved efficiency in working capital management;
With regard to financing, there was:
- an improvement in the Net Financial Position, with a positive balance (net liquidity) of Euro 54,700 thousand at 30 April 2020, compared to a positive balance of Euro 41,754 thousand at 30 April 2019, thanks to cash flow from operations net of the above mentioned investments in non-current assets, the distribution of dividends (Euro 10.5 million at Group level) and the recognition of financial liabilities in application of IFRS 16 amounting to Euro 20.8 million;
- an increase in consolidated Shareholders' equity, reaching a total of Euro 253,859 thousand at 30 April 2020 compared to Euro 232,622 thousand at 30 April 2019, thanks to profits generated in the period net of dividends distributed in September 2019.
Non-current assets at 30 April 2020 amounted to Euro 196,104 thousand, up Euro 46,948 thousand as a result of the investment plan to support the Group's future growth, as indicated below:
- an increase in intangible assets from Euro 54,001 thousand at 30 April 2019 to Euro 74,273 thousand at 30 April 2020, following the recognition of intangible assets (client list and know how) resulting from the Purchase Price Allocation (PPA) process deriving from acquisitions of companies and investments in software and technology to support the business. The differences between the price to acquire control of the companies and the related net assets have been allocated to the customer list and technological know-how entry and are subject to amortisation.
- an increase in tangible fixed assets from Euro 57,771 thousand at 30 April 2019 to Euro 83,958 thousand at 30 April 2020, following the Group's investments in technological infrastructures.
There was a further improvement in efficiency in the management of working capital: net working capital amounted to Euro 54,742 thousand at 30 April 2020 falling by 34.7% compared to 30 April 2019, and an improvement in the ratio of Net Working Capital to Revenues, down to 5.9% at 30 April 2020 compared with 8.0% at 30 April 2019.
Net non-current liabilities, equal to Euro 51,687 thousand at 30 April 2020, rose by € 9,563 thousand compared to Euro 42,124 thousand at 30 April 2019, due to the increase in deferred tax liabilities, following the recognition of the tax impact on client lists and know-how acquired over the past 12 months, and the increase in the Employee Severance Indemnity Provision following the change in the scope of consolidation.
Consolidated shareholders' equity at 30 April 2020 amounted to Euro 253,859 thousand, compared to Euro 232,622 thousand following the profit for the year and net of the dividend paid out during the year.
The Group's Net Financial Position at 30 April 2020 was positive (net liquidity), equating to Euro 54,700 thousand, improving on the positive balance of Euro 41,754 thousand at 30 April 2019. Excluding the effects of the application of IFRS 16 from 1 May 2019 which led to the recognition of financial liabilities for Euro 20,818 thousand, the Net Financial Position at 30 April 2020 would be positive by Euro 75,518 thousand, with an improvement of Euro 33,764 thousand compared to the previous period at 30 April 2019. The increase in the Net Financial Position compared to 30 April 2019 was achieved thanks to operating cash flows of approximately Euro 95 million, after investments in corporate acquisitions and technological infrastructures for over Euro 45 million (excluding the recognition of Euro 20.6 million of rights of use in accordance with IFRS 16), and after the distribution of dividends and the repurchase of treasury shares for a total of approximately Euro 13 million. The average annual Net Financial Position was3 Euro 11.6 million at 30 April 2020, improving on the average annual Net Financial Position of Euro 7.5 million at 30 April 2019.
The Group's Net Financial Position for the year ended 30 April 2020 is provided below and compared with the previous year ended 30 April 2019. The Net Financial Position at 30 April 2020 reflects the adoption of IFRS 16, applied from 1 May 2019, without the restatement of the comparative figures.
| Net financial position | 30/04/2020 | 30/04/2019 | Change 2020/19 |
|---|---|---|---|
| Liquidity | (368,466) | (249,074) | (119,392) |
| Current financial receivables | (478) | (1,352) | (874) |
| Current financial payables | 127,206 | 85,632 | 41,574 |
| Short-term net financial position | (241,738) | (164,794) | (76,944) |
| Non-current financial payables | 187,038 | 123,040 | 63,998 |
| Net financial position | (54,700) | (41,754) | (12,946) |
| Net financial position excluding the effects of IFRS 16 from 1.5.19 | (75,518) | (41,754) | (33,764) |
3 Annual average Net Financial Position determined as the simple arithmetic average of the Group's Net Financial Position at the close of the quarters at 31 July, 31 October, 31 January and 30 April of each financial year.
Results of the VAD Sector
The VAD (value added distribution) sector continued its strategy of focusing on value added business areas during the year, expanding the portfolio of solutions offered in the security, analytics, enterprise software and collaboration segments and further strengthening its share of the Italian market (47% of the total in the storage, system, server, networking, enterprise software, source Sirmi, year 2020).
Significant development operations by external lines were pursued during the year:
• in November 2019, the purchase of 100% of the capital of Pico Srl, a company supplying Digital Media solutions, long-standing partner of the Enterprise Software vendor Adobe;

• in February 2020, the partnership agreement with the vendor Fortinet, further expanding the portfolio of valueadded solutions in the security segment, one of the most dynamic areas of the market, to meet the growing demand for data protection and IT security.
Growth by external lines continued after the closure of the financial statements with:
- the acquisition, in May 2020, of 55% of the capital of Clever Consulting, a company specialising in End Point Security solutions, with a vendor portfolio including Blackberry, Accellion, Wandera, TITUS and Globalscape and 2019 revenues of Euro 4.2 million. The company has a human capital of 20 specialised resources;
- the acquisition, in June 2020, of control of Service Technology Srl, operating in the refurbished sector, which offers services for reverse logistics, management and renewal of technology parks.
The reclassified income statement of the VAD Sector (in Euro thousands) for the year ended 30 April 2020 is provided below, and compared with the previous year ended 30 April 2019.
| VAD Sector | 30 April | |||||
|---|---|---|---|---|---|---|
| (Euro thousands) | 2020 | % | 2019 | % | Change | |
| Third-party revenues | 1,367,341 | 1,204,342 | 13.5% | |||
| Inter-sector revenues | 76,845 | 90,942 | -15.5% | |||
| Total Revenues | 1,444,186 | 1,295,284 | 11.5% | |||
| Other income | 7,734 | 6,010 | 28.7% | |||
| Total revenues and other income | 1,451,920 | 100.0% | 1,301,294 | 100.0% | 11.6% | |
| Consumable materials and goods | (1,348,562) | -92.9% | (1,206,257) | -92.7% | 11.8% | |
| Gross commercial margin | 103,358 | 7.1% | 95,037 | 7.3% | 8.8% | |
| Costs for services and rent, leasing, and similar costs | (31,111) | -2.1% | (30,001) | -2.3% | 3.7% | |
| Personnel costs | (16,400) | -1.1% | (15,865) | -1.2% | 3.4% | |
| Other operating costs | (2,593) | -0.2% | (2,603) | -0.2% | -0.3% | |
| Ebitda | 53,254 | 3.67% | 46,568 | 3.58% | 14.4% | |
| Amortisation/depreciation, provisions and other non-monetary costs |
(9,339) | (9,495) | -1.6% | |||
| Operating result (Ebit) | 43,915 | 3.0% | 37,073 | 2.8% | 18.5% | |
| Net financial income and expense | (2,217) | (3,206) | -30.8% | |||
| Result gross of taxes | 41,698 | 2.9% | 33,867 | 2.6% | 23.1% | |
| Income taxes | (12,081) | (10,013) | 20.7% | |||
| Net result for the year | 29,617 | 2.0% | 23,854 | 1.8% | 24.2% | |
| Net result attributable to non-controlling interests | 349 | 264 | 32.2% | |||
| Net result attributable to the owners of the parent | 29,268 | 23,590 | 24.1% | |||
| Gross Operating Margin (Ebitda) excluding the effects of IFRS 16 | 51,968 | 3.6% | 46,568 | 3.6% | 11.6% | |
| Net result excluding the effects of IFRS 16 | 29,633 | 2.0% | 23,854 | 1.8% | 24.2% |
In the year under review, the VAD sector accelerated the trend already highlighted from the second half of the previous financial year, with double-digit growth rates in both revenues (+11.6%) and profitability (+14.4%), consolidating its market leadership. The development of the VAD sector was once again higher than that of the reference market which, in the last three years, from 2017 to 2019, recorded average growth rates of 5% (Source: Sirmi, June 2020). Even in the last quarter of the year (February - April 2020), that worst affected by provisions to restrict the spread of the Covid-19 virus, revenues and operating profitability performed well, thanks to organisational resilience and the implementation of prompt mitigation actions to ensure business continuity and employee health.
Total Revenues and other income amounted to Euro 1,451,920 thousand at 30 April 2020, an increase of 11.6% compared to Euro 1,301,294 thousand at 30 April 2019, thanks to the organic development of Computer Gross SpA sales favoured by new commercial initiatives. There was a positive trend in revenues in all the main business units, with particular reference to the offer of IT solutions of value. These results benefited from the expansion of the brands distributed, especially in the enterprise software and customer portfolio development segments, enriched by the search for new Business Partners belonging to emerging market segments.
In the year under review, the gross trade margin (Gross Margin) increased by 8.8%, from Euro 95,037 thousand (Gross Margin of 7.3%) at 30 April 2019 to Euro 103,358 thousand (Gross Margin of 7.1%) at 30 April 2020, thanks to the increase in turnover.
The Ebitda result amounted to Euro 53,254 thousand (Ebitda margin 3.67%), up 14.4% compared to Euro 46,568 thousand (Ebitda margin 3.58%) at 30 April 2019, achieved thanks to the development of the Gross Margin and the lower incidence of operating costs, favoured by the growing exploitation of operating leverage. The application of IFRS 16 from 1 May 2019 resulted in the reversal of Euro 1,286 thousand in rental and lease costs at 30 April 2020; the growth in Ebitda would have been 11.6% excluding the effects of IFRS 16 in the year under review.
The net result of Euro 29,617 thousand at 30 April 2020 grew by 24.2% compared to 30 April 2019, supported by the above-mentioned growth in Ebitda and the improvement in financial management.
The reclassified balance sheet of the VAD Sector (in Euro thousands) for the year ended 30 April 2020 is provided below, and compared with the previous year ended 30 April 2019.
| Reclassified Balance Sheet | 30/04/2020 | 30/04/2019 | Change |
|---|---|---|---|
| Intangible assets | 3,461 | 3,251 | 210 |
| Tangible assets (rights of use) | 42,530 | 39,391 | 3,139 |
| Investments carried at equity | 9,127 | 7,388 | 1,739 |
| Other non-current receivables and assets and deferred tax assets | 9,510 | 11,914 | (2,404) |
| Total non-current assets | 64,628 | 61,944 | 2,684 |
| Inventories | 75,713 | 66,053 | 9,660 |
| Trade receivables | 290,451 | 282,069 | 8,382 |
| Other current assets | 12,256 | 13,900 | (1,644) |
| Current assets for the year | 378,420 | 362,022 | 16,398 |
| Trade payables | 303,711 | 272,632 | 31,079 |
| Other current payables | 14,124 | 11,720 | 2,404 |
| Short-term liabilities for the year | 317,835 | 284,352 | 33,483 |
| Net working capital | 60,585 | 77,670 | (17,085) |
| Provisions and other non-current tax liabilities | 3,473 | 6,180 | (2,707) |
| Employee benefits | 2,326 | 1,800 | 526 |
| Net non-current liabilities | 5,799 | 7,980 | (2,181) |
| Net Invested Capital | 119,414 | 131,634 | (12,220) |
| Shareholders' Equity | 205,551 | 186,569 | 18,982 |
| Medium-term Net Financial Position | 80,863 | 76,549 | 4,314 |
| Short-term Net Financial Position | (167,000) | (131,484) | (35,516) |
| Tot. Net Financial Pos. (Net Liquidity) | (86,137) | (54,935) | (31,202) |
| Equity and Net Financial Position | 119,414 | 131,634 | (12,220) |
| Net financial position excluding the effects of IFRS 16 from 1.5.19 | (88,954) | (54,935) | (34,019) |
There has been an improvement in the main balance sheet and financial ratios. Net working capital shows a reduction from Euro 77,670 thousand to Euro 60,585 thousand, thanks to increased efficiency in working capital management. Shareholders' equity recorded an increase of Euro 18,982 thousand, reaching a total of Euro 205,551 thousand at 30 April 2020, following the profits generated during the year, net of the dividend distributed to the parent company. The Net Financial Position reached a net positive balance of Euro 86,137 thousand (net liquidity) at 30 April 2020, with an improvement of Euro 31,202 thousand compared to the previous year, generated by the favourable trend of the operating cash flow.
Results of the SSI Sector
The Software and System Integration Sector (SSI) which offers technological innovation and digital services for the SME and Enterprise segments, continues the double-digit development trend of the last three years, favoured by numerous strategic actions aimed at strengthening skills, know-how and business lines to support the demand for the digital transformation of customers.
Even in the last quarter of the year (February - April 2020), that worst affected by restrictive provisions linked to the pandemic, revenues and operating profitability performed well, thanks to organisational resilience and the implementation of prompt mitigation actions to ensure business continuity and employee health.

The most significant initiatives and transactions carried out during the year included:
- the reorganisation of the Business Units, launched in the previous year, aimed at developing a greater focus in areas of specialisation (BTS, Managed Services, ERP & Vertical, Digital Cloud, Digital Security, Customer Experience, Digital Process) consistent with the evolution of the demand for the digital transformation of customers. Within the scope of this evolution, it is worth mentioning the development of skills in the Digital Cloud, Digital Security and Digital Process areas;
- 60% of the share capital of Gencom Srl, a company based in Forlì with 25 human resources, operating in the networking and collaboration sector in support of Digital Security projects, was acquired through the subsidiary Yarix Srl, with annual revenues of approximately Euro 10 million. The company has been included in the scope of consolidation since May 2019.
- in May 2020, the purchase of the majority share in zero12 Srl, based in Padua, with about 20 human resources, specialised in IT solutions in the Cloud Computing and Big Data Analysis sector, with particular reference to application development and SaaS architectures. zero12 has a consolidated partnership with Amazon Web Services (AWS) and MongoDB, reference operators in the Cloud, Big Data and Analytics sectors. In 2019, zero12 generated revenues of Euro 2.3 million, with an Ebitda of Euro 600 thousand (Ebitda margin of 25%) and a net profit after tax of Euro 431 thousand, with a credit Net Financial Position at 31 December 2019 of Euro 665 thousand;
- In May 2020, the binding agreement for the acquisition of 51% of Infolog SpA, a Modena-based company specialising in the design and development of software solutions for the computerised management of warehouse logistics (warehouse management system, "WMS"), with over 200 customers operating in some of the main sectors Made in Italy and a workforce of about 40 resources. In 2019, Infolog generated revenues of Euro 4.2 million, Ebitda of approximately Euro 1 million and a net profit of Euro 350 thousand; at 31 December 2019, the Net Financial Position was negative by approximately Euro 500 thousand;
- in May 2020, Var Group SpA signed a binding agreement for the acquisition of the majority of the quota capital of Analytics Network Srl ("AN") and SPS Srl ("SPS"). AN is an operator focused on the development of cognitive analytics solutions and services for the enterprise segment, while SPS is specialised in IBM SPSS (advance analytics) software solutions. AN and SPS have a human capital of about 20 resources, with over 20 years' consolidated expertise in data analytics to support business processes, predictive analysis, machine learning, artificial intelligence, both cloudbased and on-premises, and a client base of about 500 cross-industry customers. In the financial year ended 31 December 2019, AN and SPS jointly developed revenues of approximately Euro 6.0 million, EBITDA of over Euro 1.0 million and a net profit of approximately Euro 0.5 million, with a closing Net Financial Position of approximately Euro 0.25 million;
- in June 2020, Var Group SpA signed a binding agreement for the acquisition of 100% of the capital of Di-Tech Srl, a Bologna-based company with over 250 human resources, about 100 of whom employed by the Romanian subsidiary Beenear, specialised in the development and supply of software solutions and IT services for the food distribution sector, focusing particularly on IT systems for the management of logistics, supply chains and store management. Di.Tech SpA is the digital partner of reference for IT services and solutions of the Conad Group, one of Italy's leading food retail operators, with over 3,300 points of sale. Di.Tech SpA closed the financial statements at 31 December 2019 with revenues of Euro 19 million, Ebitda of approximately Euro 2.0 million, net profit after tax of Euro 487 thousand, a Net Financial Position ("NFP") of approximately Euro 2.0 million and shareholders' equity of Euro 4.1 million at the closing date.
The reclassified income statement of the SSI Sector (in Euro thousands) at 30 April 2020 is provided below, and compared with the previous year ended 30 April 2019.
| SSI Sector | 30 April | |||||
|---|---|---|---|---|---|---|
| (Euro thousands) | 2020 | % | 2019 | % | Change | |
| Third-party revenues | 385,744 | 333,566 | 15.6% | |||
| Inter-sector revenues | 3,093 | 2,649 | 16.8% | |||
| Total Revenues | 388,837 | 336,215 | 15.7% | |||
| Other income | 7,476 | 6,581 | 13.6% | |||
| Total revenues and other income | 396,313 | 100.0% | 342,796 | 100.0% | 15.6% | |
| Consumable materials and goods | (149,474) | -37.7% | (134,344) | -39.2% | 11.3% | |
| Costs for services and rent, leasing, and similar costs | (118,504) | -29.9% | (107,191) | -31.3% | 10.6% | |
| Personnel costs | (89,133) | -22.5% | (74,034) | -21.6% | 20.4% | |
| Other operating costs | (1,424) | -0.4% | (983) | -0.3% | 44.9% | |
| Ebitda | 37,778 | 9.5% | 26,244 | 7.7% | 43.9% | |
| Amortisation/depreciation, provisions and other non-monetary costs |
(19,007) | (10,862) | 75.0% | |||
| Operating result (Ebit) | 18,771 | 4.7% | 15,382 | 4.5% | 22.0% | |
| Net financial income and expense | (1,377) | (1,144) | 20.4% | |||
| Result gross of taxes | 17,394 | 4.4% | 14,238 | 4.2% | 22.2% | |
| Income taxes | (5,361) | (4,622) | 16.0% | |||
| Net result for the year | 12,033 | 3.0% | 9,616 | 2.8% | 25.1% | |
| Net result attributable to non-controlling interests | 3,829 | 3,827 | 0.1% | |||
| Net result attributable to the owners of the parent | 8,204 | 5,789 | 41.7% | |||
| Gross Operating Margin (Ebitda) excluding the effects of IFRS 16 | 33,550 | 8.5% | 26,244 | 7.7% | 27.8% | |
| Net result excluding the effects of IFRS 16 | 12,097 | 3.1% | 9,616 | 2.8% | 25.8% |
The Software and System Integration Sector (SSI) further accelerates its revenue growth trend (CAGR Revenues 2017- 19: +11%) and profitability growth trend (CAGR Ebitda 2017-19: +31%) achieved in the last 3 financial years, thanks to the development strategy in the business areas with the greatest market growth potential, supported by corporate acquisitions and investments in human capital.
Total Revenues and Other income and the Ebitda result at 30 April 2020 grew by 15.6% and 43.9% respectively, with the Ebitda margin rising from 7.7% at 30 April 2019 to 9.5% at 30 April 2020 (an increase of 180 basis points), supported in particular by the growing percentage of revenues in the ERP & Industry Solutions, Digital Security, Digital Cloud and Digital Process areas. The application of IFRS 16 from 1 May 2019 resulted in the reversal of Euro 4,228 thousand in rental and lease costs at 30 April 2020; the growth in Ebitda would have been 27.8% excluding the effects of IFRS 16 in the year under review.
Growth during the period benefited by about 60% in terms of revenues and profitability from corporate acquisitions and changes in the scope of consolidation during the year, which included PBU CAD-Systeme GmbH, Evotre Srl, Kleis Srl, Var Group Centro Srl, Gencom Srl, SSA Informatica Srl, Apra Computer System Srl, Citiemme Srl and East Service Srl.
Net profit for the period is Euro 12,033 thousand, up 25.1% compared to Euro 9.616 thousand at30 April 2019, thanks to the above-mentioned increase in the Ebitda result and net of higher amortisation/depreciation and provisions, which have risen from Euro 10,862 thousand at 30 April 30 2019 to Euro 19,007 thousand at 30 April 2020.
The increase in amortisation and depreciation reflects higher investments in technology and recent company acquisitions as well as the effects of the application of IFRS 16 from 1 May 2019 amounting to Euro 4,082 thousand.
After minority interests, the net profit attributable to Group shareholders amounts to Euro 8,204 thousand, up 41.7% compared to Euro 5,789 thousand at 30 April 2020, thanks also to the acquisition of minority interests in certain Group companies during the year.
The reclassified balance sheet of the SSI Sector (in Euro thousands) for the year ended 30 April 2020 is provided below, and compared with the previous year ended 30 April 2019.
| Reclassified Balance Sheet | 30/04/2020 | 30/04/2019 | Change |
|---|---|---|---|
| Intangible assets | 64,607 | 50,640 | 13,967 |
| Tangible assets (utilisation rights) | 36,698 | 17,738 | 18,960 |
| Investments carried at equity | 3,202 | 2,072 | 1,130 |
| Other non-current receivables and assets and deferred tax assets | 11,807 | 12,961 | (1,154) |
| Total non-current assets | 116,314 | 83,411 | 32,903 |
| Inventories | 14,404 | 16,294 | (1,890) |
| Trade receivables | 114,296 | 108,709 | 5,587 |
| Other current assets | 33,593 | 29,135 | 4,458 |
| Current assets for the year | 162,293 | 154,138 | 8,155 |
| Trade payables | 89,356 | 83,795 | 5,561 |
| Other current payables | 72,270 | 64,557 | 7,713 |
| Short-term liabilities for the year | 161,626 | 148,352 | 13,274 |
| Net working capital | 667 | 5,786 | (5,119) |
| Provisions and other non-current tax liabilities | 15,312 | 11,857 | 3,455 |
| Employee benefits | 25,393 | 20,608 | 4,785 |
| Net non-current liabilities | 40,705 | 32,465 | 8,240 |
| Net Invested Capital | 76,276 | 56,732 | 19,544 |
| Shareholders' Equity | 30,405 | 28,493 | 1,912 |
| Medium-term Net Financial Position | 102,552 | 52,991 | 49,561 |
| Short-term Net Financial Position | (56,681) | -24,752 | (31,929) |
| Tot. Net Financial Pos. (Net Liquidity) | 45,871 | 28,239 | 17,632 |
| Equity and Net Financial Position | 76,276 | 56,732 | 19,544 |
| Net financial position excluding the effects of IFRS 16 from 1.5.19 | 31,844 | 28,239 | 3,605 |
From a financial and equity point of view, the Sector records an increase in net invested capital of Euro 19,544 thousand, due mainly to investments in non-current assets for a net amount of Euro 32,903 thousand, going from Euro 83.411 thousand at 30 April 2019 to Euro 116,314 thousand at 30 April 2020. This increase reflects investments in infrastructure and corporate acquisitions for business development in sectors with a greater content in innovation and market specialisation. Intangible assets, rising by Euro 13,967 thousand compared to 30 April 2019, and tangible assets, rising by Euro 18,960 thousand compared to 30 April 2019, reflect: (i) investments in software and technology for the development of cloud computing services and IT solutions for customers, (ii) the increase in the client list and technological know-how entries following company acquisitions and (iii) the recognition of the utilisation right amounting to Euro 13,984 thousand following the application of IFRS 16 from 1 May 2019.
As regards sources of financing, the increase in invested capital was covered mainly by third-party financing, balancing the various maturities. The medium-term debt component grew by Euro 49,561 thousand compared to 30 April 2019, following the subscription of medium-term loans (48-60 months) for a total of Euro 75 million, compared to a reduction in the short-term debt component of Euro 31,929 thousand. The net financial position goes from a negative balance of Euro 28,239 thousand at 30 April 2019 to a positive balance of Euro 45,871 thousand at 30 April 2020. Excluding the effects of the application of IFRS 16 from 1 May 2019 which led to the recognition of financial liabilities for Euro 14,027 thousand, the Net Financial Position at 30 April 2020 would be negative by Euro 31,844 thousand, largely in line with a total of Euro 28,239 thousand at 30 April 2019.
Results of the Business Services Sector
The Business Services Sector offers process outsourcing, security and digital transformation services for the finance sector, through Base Digitale SpA, the subsidiary set up in February 2020 with the aim of expanding the Sesa Group's operations in an additional market segment, with primary customers including some of Italy's leading banking groups. The Business Services Sector includes B.Services Srl, Globo Informatica Srl and ABS Technology Srl. Sesa SpA's entry into the share capital of Base Digitale SpA coincides with an internal reorganisation which also includes the merger by incorporation of B.services Srl and Globo infomatica Srl into Base Digitale SpA, completed in July 2020. The BS Sector

became part of the Group consolidation scope from March 2020 and the fact that it only operated for two months (March and April 2020) is reflected.
The reclassified income statement of the Business Services Sector (in Euro thousands) for the year ended 30 April 2020 is provided below.
| Corporate Sector | 30 April | ||||
|---|---|---|---|---|---|
| (Euro thousands) | 2020 | % | 2019 | % | Change |
| Third-party revenues | 7,827 | ||||
| Inter-sector revenues | 137 | ||||
| Total Revenues | 7,964 | ||||
| Other income | 209 | ||||
| Total revenues and other income | 8,173 | 100.0% | |||
| Consumable materials and goods | (2,322) | -28.4% | |||
| Costs for services and rent, leasing, and similar costs | (3,294) | -40.3% | |||
| Personnel costs | (1,989) | -24.3% | |||
| Other operating costs | (12) | -0.1% | |||
| Ebitda | 556 | 6.80% | |||
| Amortisation/depreciation, provisions and other non-monetary | |||||
| costs | (278) | ||||
| Operating result (Ebit) | 278 | 3.4% | |||
| Net financial income and expense | (87) | ||||
| Result gross of taxes | 191 | 2.3% | |||
| Income taxes | (24) | ||||
| Net result for the year | 167 | 2.0% | |||
| Net result attributable to non-controlling interests | 83 | ||||
| Net result attributable to the owners of the parent | 84 | ||||
| Gross Operating Margin (Ebitda) excluding the effects of IFRS 16 | 306 | 3.7% | |||
| Net result excluding the effects of IFRS 16 | 326 | 4.0% |
Total revenues and other income of the Sector, equating to Euro 8,173 thousand, reflects just two months of ordinary operation of B.Services Srl, ABS Technology Srl and Globo Informatica Srl. The provision of services by the companies belonging to the Business Services Sector also continued during the emergency period linked to the spread of the Covid-19 virus, as its main customers included finance and retail customers who guaranteed the continuity of service during lockdown.
Operating profitability generated in the two months of reporting is in line with expectations, recording an Ebitda of Euro 556 thousand and an Ebitda margin of 6.80%. The application of IFRS 16 from 1 May 2019 resulted in the reversal of Euro 250 thousand in rental and lease costs at 30 April 2020; the Ebitda result would have been Euro 306 thousand excluding the effects of IFRS 16 in the year under review.
After depreciation and amortisation of Euro 278 thousand, net financial management was negative by Euro 87 thousand and, after taxes, the result for the year was Euro 167 thousand at 30 April 2020.
The reclassified balance sheet of the Sector (in Euro thousands) for the year ended 30 April 2020 is provided below.
| Reclassified Balance Sheet | 30/04/2020 | 30/04/2019 | Change |
|---|---|---|---|
| Intangible assets | 4,093 | ||
| Tangible assets (including rights of use) | 3,795 | ||
| Investments carried at equity | |||
| Other non-current receivables and assets and deferred tax assets | 1,555 | ||
| Total non-current assets | 9,443 | ||
| Inventories | 1,313 | ||
| Trade receivables | 10,662 | ||
| Other current assets | 2,824 | ||
| Current assets for the year | 14,799 | ||
| Trade payables | 16,215 | ||
| Other current payables | 5,509 | ||
| Short-term liabilities for the year | 21,724 | ||
| Net working capital | (6,925) | ||
| Provisions and other non-current tax liabilities | 1,497 | ||
| Employee benefits | 1,264 | ||
| Net non-current liabilities | 2,761 | ||
| Net Invested Capital | (243) | ||
| Shareholders' Equity | 6,743 | ||
| Medium-term Net Financial Position | 4,946 | ||
| Short-term Net Financial Position | (11,932) | ||
| Tot. Net Financial Pos. (Net Liquidity) | (6,986) | ||
| Equity and Net Financial Position | (243) | ||
| Net financial position excluding the effects of IFRS 16 from 1.5.19 | (10,637) |
The BS Sector had a well-balanced equity and financial structure at 30 April 2020, with non-current assets totalling Euro 9,443 thousand, shareholders' equity of Euro 6,743 thousand and medium-term minority sources of Euro 4,946 thousand.
Net invested capital is negative by Euro 243 thousand as a result of the net working capital which, at 30 April 2020, was negative by Euro 6,925 thousand and non-current liabilities, equal to Euro 2,761 thousand at 30 April 2020. The net non-current assets and, particularly, the tangible assets items include rights of use, in application of IFRS 16, totalling Euro 3,449 thousand.
The net financial position at 30 April 2020 was positive by Euro 6,986 thousand. Excluding the effects of the application of IFRS 16 from 1 May 2019 which led to the recognition of financial liabilities for Euro 3,651 thousand, the Sector's net financial position at 30 April 2020 would be positive by Euro 10,637 thousand.
Results of the Corporate Sector
The Corporate Sector continued to supply services to the Group during the year. More specifically, activities relating to strategic governance and management of the Group's operating machinery and financial platform were further implemented following the increase in the number of companies included in the scope of consolidation, also in order to support the integration of recent corporate acquisitions. The logistics activities, supplied by the subsidiary ICT Logistica Srl, and the management and organisation services supplied by Sesa SpA, continued without interruption even during the Covid-19 lockdown, supporting the operational continuity of the Sesa Group companies.

The reclassified income statement of the Corporate Sector (in Euro thousands) for the year at 30 April 2020 is provided below, and compared with the previous year ended 30 April 2019.
| Corporate Sector | 30 April | ||||
|---|---|---|---|---|---|
| (Euro thousands) | 2020 | % | 2019 | % | Change |
| Third-party revenues | 1,729 | 1,946 | -11.2% | ||
| Inter-sector revenues | 15,590 | 12,870 | 21.1% | ||
| Total Revenues | 17,319 | 14,816 | 16.9% | ||
| Other income | 2,870 | 2,323 | 23.5% | ||
| Total revenues and other income | 20,189 | 100.0% | 17,139 | 100.0% | 17.8% |
| Consumable materials and goods | (217) | -1.1% | (206) | -1.2% | 5.3% |
| Costs for services and rent, leasing, and similar costs | (9,567) | -47.4% | (8,633) | -50.4% | 10.8% |
| Payroll costs | (7,241) | -35.9% | (6,419) | -37.5% | 12.8% |
| Other operating costs | (262) | -1.3% | (222) | -1.3% | 18.0% |
| Ebitda | 2,902 | 14.4% | 1,659 | 9.7% | 74.9% |
| Amortisation/depreciation, provisions and other non-monetary costs |
(1,969) | (1,271) | 54.9% | ||
| Operating result (Ebit) | 933 | 4.6% | 388 | 2.3% | 140.5% |
| Net financial income and expense | (25) | (50) | -50.0% | ||
| Result gross of taxes | 908 | 4.5% | 338 | 2.0% | 168.6% |
| Income taxes | (537) | (316) | 69.9% | ||
| Net result for the year | 371 | 1.8% | 22 | 0.1% | 1,586.4% |
| Net result attributable to non-controlling interests | |||||
| Net result attributable to the owners of the parent | 371 | 22 | 1,586.4% | ||
| Gross Operating Margin (Ebitda) excluding the effects of IFRS 16 | 2,749 | 13.6% | 1,659 | 9.7% | 65.7% |
| Net result excluding the effects of IFRS 16 | 373 | 1.9% | 22 | 0.1% | 1,595.5% |
Total revenues and other income of the Sector, equalling Euro 20,189 thousand, showed an increase compared to the previous year (+17.8%), thanks to the growth of organisation, administration and financial management, planning and control, human resource management and IT consulting services supplied by Sesa SpA to the Group companies, which recorded an increase in the user base during the year.
The Gross margin (Ebitda) increased by Euro 1,243 thousand (+74.9%), from Euro 1,659 thousand at 30 April 2019 to Euro 2,902 thousand at 30 April 2020, due to the increase in revenues and a lower incidence of operating costs.
Amortisation, depreciation, accruals to provisions and other non-monetary costs mainly include the notional cost connected to the stock grant plan of executive directors for a total of Euro 1,533 thousand and the amortisation of the rights of use of Euro 148 thousand, recorded following the application of IFRS 16 from 1 May 2019. It should be noted that the cost of the stock grants of Euro 1,533 thousand includes the portion of the three-year plan that has matured (63,000 Sesa SpA shares), as the directors waived their share of the annual plan (42,000 Sesa SpA shares), despite having met the underlying targets during the period. This choice takes into account the efforts made by all Group resources during lockdown and the Sesa Group's growing role of social responsibility.
After financial items, equity investments and taxes, the result for the year amounted to Euro 371 thousand at 30 April 2020, compared to Euro 22 thousand at 30 April 2019.
From a financial and equity point of view, there was a consolidation of the main ratios compared to the previous year.
| Reclassified Balance Sheet | 30/04/2020 | 30/04/2019 | Change |
|---|---|---|---|
| Intangible assets | 2,112 | 110 | 2,002 |
| Tangible assets (including rights of use) | 944 | 642 | 302 |
| Investments carried at equity | 778 | 818 | (40) |
| Other non-current receivables and assets and deferred tax assets | 76,813 | 70,907 | 5,906 |
| Total non-current assets | 80,647 | 72,477 | 8,170 |
| Inventories | |||
| Trade receivables | 4,874 | 4,658 | 216 |
| Other current assets | 7,599 | 4,172 | 3,427 |
| Current assets for the year | 12,473 | 8,830 | 3,643 |
| Trade payables | 4,025 | 4,388 | (363) |
| Other current payables | 7,876 | 3,941 | 3,935 |
| Short-term liabilities for the year | 11,901 | 8,329 | 3,572 |
| Net working capital | 572 | 501 | 71 |
| Provisions and other non-current tax liabilities | 622 | (6) | 628 |
| Employee benefits | 2,039 | 1,924 | 115 |
| Net non-current liabilities | 2,661 | 1,918 | 743 |
| Net Invested Capital | 78,558 | 71,060 | 7,498 |
| Shareholders' Equity | 85,989 | 86,118 | (129) |
| Medium-term Net Financial Position | 177 | 177 | |
| Short-term Net Financial Position | (7,608) | (15,058) | 7,450 |
| Tot. Net Financial Pos. (Net Liquidity) | (7,431) | (15,058) | 7,627 |
| Equity and Net Financial Position | 78,558 | 71,060 | 7,498 |
| Net financial position excluding the effects of IFRS 16 from 1.5.19 | (7,755) | (15,058) | 7,303 |
The Corporate Sector closed the year with a balanced equity and financial structure, with shareholders' equity of Euro 85,989 thousand at 30 April 2020 and non-current assets of Euro 80,647 thousand. Total non-current assets rose during the year from Euro 72,477 thousand at 30 April 2019 to Euro 80,647 thousand at 30 April 2020 following the establishment of the Business Services Sector, managed by Base Digitale SpA, and the purchase of 33% of Adiacent Srl.
Net invested capital of Euro 78,558 thousand at 30 April 2020 reflects Total non-current assets worth Euro 80,647 thousand, net working capital of Euro 572 thousand and non-current liabilities totalling Euro 2,661 thousand.
As regards sources of financing, the Net Financial Position fell from a positive balance (net liquidity) of Euro 15,058 thousand at 30 April 2019 to a positive balance (net liquidity) of Euro 7,431 thousand, down due to investments made in non-current assets. The Net Financial Position at 30 April 2020 also reflects the purchase of treasury shares during the year for Euro 2,765 thousand and the payment of shareholder dividends of Euro 9,740 thousand.
Highlights of the income statement, balance sheet and cash flow statement of the parent company Sesa SpA
The reclassified income statement (in Euro thousands) for the year at 30 April 2020 is provided below, and compared with the previous year ended 30 April 2019.
| Reclassified income statement | 30/04/2020 | % | 30/04/2019 | % | Change 2020/19 |
|---|---|---|---|---|---|
| Net revenues | 9,437 | 7,827 | 20.6% | ||
| Other Income | 2,318 | 1,315 | 76.3% | ||
| Total Revenues and Other Income | 11,755 | 100.0% | 9,142 | 100.0% | 28.6% |
| Purchase of goods | 44 | 0.4% | 54 | 0.6% | -18.5% |
| Costs for services and rent, leasing, and similar costs | 3,533 | 30.1% | 2,670 | 29.2% | 32.3% |
| Payroll | 5,170 | 44.0% | 4,766 | 52.1% | 8.5% |
| Other operating costs | 135 | 1.1% | 95 | 1.0% | 42.1% |
| Total Operating Costs | 8,882 | 75.6% | 7,585 | 83.0% | 17.1% |
| Gross Operating Margin (Ebitda) | 2,873 | 24.4% | 1,557 | 17.0% | 84.5% |
| Amortisation and Depreciation | 300 | 136 | 120.6% | ||
| Accruals and other non-monetary costs | 1,533 | 1,060 | 44.6% | ||
| Operating Result (Ebit) | 1,040 | 8.8% | 361 | 3.9% | 188.1% |
| Financial income and expense | 10,524 | 10,337 | 1.8% | ||
| Result before taxes (Ebt) | 11,564 | 98.4% | 10,698 | 117.0% | 8.1% |
| Income taxes | 464 | 301 | 54.2% | ||
| Net result | 11,100 | 94.4% | 10,397 | 113.7% | 6.8% |
| Gross Operating Margin (Ebitda) excluding the effects of IFRS 16 |
2,750 | 23.4% | 1,557 | 17.0% | 76.6% |
| Net result excluding the effects of IFRS 16 | 11,101 | 94.4% | 10,397 | 113.7% | 6.8% |
Total revenues and other income amounted to Euro 11,755 thousand at 30 April 2020, with an increase of Euro 2,613 thousand (+28.6%) compared to the previous year, favoured by the development of administrative and financial management services, organisation, planning and control, management of information systems and human resources, and the general, corporate and legal affairs of the main Group companies. The shares of the parent company Sesa SpA are listed on the STAR segment of the Milan Stock Market.
Total operating costs at 30 April 2020 amounted to Euro 8,882 thousand, up Euro 1,297 thousand (+17.1%) compared to Euro 7,585 thousand at 30 April 2019, as a result of the greater needs related to the increase in the user base. The most significant changes refer to higher service costs, related to the supply of professional services to customers and the cost of labour resulting from the strengthening of the workforce necessary to cope with the increase in the perimeter of the activities performed. Sesa SpA's workforce increased from 95 resources at 30 April 2019 to 99 resources at 30 April 2020.
The lower incidence of Operating Costs contributes to the growth of the Gross Operating Margin (Ebitda), equating to Euro 2,873 thousand at 30 April 2020 (Ebitda margin 24.4%), compared to Euro 1,557 thousand (Ebitda margin 17.0%) at 30 April 2019.
Amortisation, depreciation, accruals to provisions and other non-monetary costs mainly include the notional cost connected to the stock grant plan of executive directors for a total of Euro 1,533 thousand and the amortisation of the rights of use of Euro 120 thousand, recorded following the application of IFRS 16 from 1 May 2019.
It should be noted that the cost of the stock grants of Euro 1,533 thousand includes the portion of the three-year plan that has matured (63,000 Sesa SpA shares), as the directors waived their share of the annual plan (42,000 Sesa SpA shares), despite having met the underlying targets during the period. This choice takes into account the efforts made by all Group resources during lockdown and the Sesa Group's growing role of social responsibility.
The operating result improved thanks to the increase in gross margins, rising from Euro 361 thousand at 30 April 2019 to Euro 1,040 thousand at 30 April 2020.
Financial items and equity investments recorded an increase from Euro 10,337 thousand at 30 April 2019 to Euro 10,524 thousand at 30 April 2020, thanks to the higher dividends resolved by the subsidiaries.
The Net result after taxes amounts to Euro 11,100 thousand at 30 April 2020, an increase of Euro 703 thousand (+6.8%) compared to the net profit at 30 April 2019 of Euro 10,397 thousand.
The reclassified balance sheet (in Euro thousands) for the year ended 30 April 2020 is provided below, and compared with the previous year ended 30 April 2019.
| Reclassified Balance Sheet | 30/04/2020 | 30/04/2019 | Change 2020/19 |
|---|---|---|---|
| Intangible assets | 121 | 105 | 16 |
| Tangible assets (including rights of use) | 727 | 448 | 279 |
| Investments and Other non-current receivables | 79,117 | 71,854 | 7,263 |
| Total non-current assets | 79,965 | 72,407 | 7,558 |
| Inventories | |||
| Trade receivables | 1,324 | 840 | 484 |
| Other current assets | 7,275 | 3,467 | 3,808 |
| Other current assets | 8,599 | 4,307 | 4,292 |
| Trade payables | 847 | 804 | 43 |
| Other current payables | 8,418 | 4,659 | 3,759 |
| Short-term liabilities for the year | 9,265 | 5,463 | 3,802 |
| Net working capital | (666) | (1,156) | 490 |
| Provisions and other non-current tax liabilities | 31 | 3 | 28 |
| Employee benefits | 1,696 | 1,624 | 72 |
| Net non-current liabilities | 1,727 | 1,627 | 100 |
| Net Invested Capital | 77,572 | 69,624 | 7,948 |
| Shareholders' Equity | 83,480 | 83,347 | 133 |
| Medium-term Net Financial Position | 175 | 175 | |
| Short-term Net Financial Position | (6,083) | (13,723) | 7,640 |
| Tot. Net Financial Pos. (Net Liquidity) | (5,908) | (13,723) | 7,815 |
| Equity and Net Financial Position | 77,572 | 69,624 | 7,948 |
The balance sheet of the parent company Sesa SpA as at 30 April 2020 shows an increase (+11.4%) in net invested capital, from Euro 69,624 thousand to Euro 77,572 thousand, largely as a result of the increase in non-current assets following the purchase of a 33% stake in Adiacent Srl and the establishment of Base Digitale SpA, the subsidiary created to manage the new BS (Business Services) Sector.
As regards financial sources, the Net Financial Position, positive by Euro 5,908 thousand at 30 April 2020, fell by Euro 7,815 thousand compared to Euro 13,723 thousand at 30 April 2019, due to current operations and the abovementioned increase in fixed assets. The increase in equity investments and the requirements connected to the payment of the dividend of Euro 9.7 million was supported by the result for the year, which includes dividends received from subsidiaries. Shareholders' equity at 30 April 2020 amounts to Euro 83,480 thousand, substantially in line with the value of Euro 83,347 thousand at 30 April 2019. The change in shareholders' equity was mainly due to the profit for the year of Euro 11,100 thousand, net of dividends distributed in September 2019, equal to Euro 9.7 million (Euro 0.63 per share), and the purchase of treasury shares during the year amounting to Euro 2.8 million.
| Net financial position | 30/04/2020 | 30/04/2019 | Change 20/19 |
|---|---|---|---|
| Liquidity | (5,767) | (7,223) | 1,456 |
| Current financial receivables | (1,500) | (6,500) | 5,000 |
| Current financial debt (including IFRS 16 liabilities) | 1,184 | - | 1,184 |
| Short-term net financial position | (6,083) | (13,723) | 7,640 |
| Non-current financial debt (including IFRS 16 liabilities) | 175 | - | 175 |
| Non-current net financial position | 175 | - | 175 |
| Net financial position | (5,908) | (13,723) | 7,815 |
| Net financial position excluding the effects of IFRS 16 from 1.5.19 | (6,204) | (13,723) | 7,519 |
Corporate Governance
The system of Corporate Governance implemented by Sesa SpA is in line with the recommendations contained in the Code of Self-Governance for Italian listed companies published by Borsa Italiana SpA with the integration of the specific characteristics of the Group. In particular, during the year the Audit and Risks and Related Parties Committee, Remuneration Committee and Strategic Committee met regularly, the first two being made up entirely of non-executive members of the Board of Directors, with a majority of independent directors.
Pursuant to Law 231 of 2001, the Company also has a Supervisory Body and an Internal Audit function, which also operated with reference to the main subsidiaries Computer Gross SpA and Var Group SpA. On 14 July 2020, the Board of Directors, acting on a proposal from the Remuneration Committee, defined the Remuneration Policy, in compliance with the main recommendations of the Self-Governance Code and the regulatory provisions issued by Consob.
On 14 July 2020, the Board of Directors also approved the Report on the Company's governance system, which contains a general description of the corporate governance system adopted by the Group, along with information on the ownership structure and compliance with the Self-Governance Code, including the main governance procedures applied and the characteristics of the internal audit and risk management system, also in relation to the financial reporting process. During the same session, the Board of Directors examined the communication by the Chairman of the Italian Corporate Governance Committee dated 19 December 2019 on the degree of compliance of issuers with the Corporate Governance Code, containing the "Recommendations of the Committee for 2020". This Report is available for consultation on the Corporate Governance section of the website www.sesa.it. The Self-Governance Code is available for consultation on the website of Borsa Italiana SpA www.borsaitaliana.it.
It should also be noted that on 14 July 2020 the Board of Directors approved the Audit Report at 30 April 2020 prepared by the Internal Audit function and preventively discussed by the Audit and Risks Committee, verified the adequacy of the organisational, administrative and accounting structure of the company and its subsidiaries with strategic importance, and examined and approved the Report of the Director appointed to prepare the company's financial reports, on the adequacy and effectiveness of the administrative and accounting procedures. The new audit plan for 2021 was approved during the same session.
Lastly, the Board of Directors examined and approved the annual report prepared by the Supervisory Body.
Treasury shares
As at 30 April 2020, the parent company Sesa SpA held 87,961 shares, equating to 0.568% of the share capital, purchased at an average price of 37.5 euros under the treasury share purchase plan approved by the shareholders' meeting of 27 August 2019. In application of the international accounting standards, these instruments are deducted from the Company's shareholders' equity.
Relations with subsidiaries, associated companies, parent companies and affiliates
With regard to reporting on relations with related parties pursuant to articles 2427 and 2428 of the Italian Civil Code and in compliance with the provisions of IAS 24, it should be noted that the transactions carried out with such parties, which relate to ordinary management, were concluded at market conditions with mutual economic benefit.
The management of relations with Related Parties is subject to specific regulations approved by the Audit and Risks and Related Parties Committee in application of the Self-Governance Code for listed companies.
The identification of the Group's related parties was carried out in compliance with IAS 24. For further details on relations with related parties, reference should be made to the specific section in the notes to the Group' s consolidated financial statements.
These relations, which do not include atypical or unusual transactions, are regulated at normal market conditions.
Social responsibility of the Sesa Group (declaration of non-financial data)
Corporate Social Responsibility is a founding element of the Sesa Group's corporate culture.
Since its foundation, the Group has actively contributed to the creation of a fair and loyal working environment, attentive to the needs of its human resources and all its stakeholders. In particular, during the year, a number of important initiatives aimed at structuring the actions of the Sesa Group in terms of social responsibility and corporate welfare in a more organic and systematic manner were implemented.
A detailed description of the corporate social responsibility actions carried out by the Sesa Group is provided in the consolidated non-financial declaration which constitutes a separate report, and which is approved by Sesa's Board of Directors at the same time as this Annual Report. The declaration of non-financial data has been prepared in compliance with the provisions of Article 5, paragraph 3, letter b. of Legislative Decree 254/2016, in compliance with GRI Standards and is available on the Group's websitewww.sesa.it.
Management of Human Capital
Human capital is the main asset of the Sesa Group: skills, professionalism, specialisation and integrity are the distinctive values to face the competitive challenges of the market.
The Sesa Group invests in its human resources through programmes of selection, management and enhancement, training and corporate welfare.
During the year, investments in human resources were strengthened, with over 200 hires, mainly of young people from specialisation schools and Italian universities, brought into the company with training plans in the areas of the greatest growth and development potential (cloud computing, digital security, digital services), with professional traineeships and apprenticeships (43 trainees and 173 apprentices at 30 April 2020), confirmed for an indefinite period at the end of the training period with percentages close to 100%.
The average age of the Group's resources is about 43 and the composition of the workforce shows a qualified component of more than 32%.
The Group's selection process aims to identify the best resources available through agreements with the main universities in Italy, participation in career days and recruitment plans, also using digital communication tools, in compliance with the principles of transparency and impartiality. To this end, special internal company procedures have been developed for the selection, placement and professional development of personnel.
Continuous training and refresher courses are in place, involving a significant percentage of employees in the current year, covering technical areas (also through dedicated seminars and events), as well as legislative and motivational aspects. Over 20,000 hours of training were provided during the year, 4,630 of which were technical and professional training, with 6,900 hours of training within the scope of Key Skills (Soft and Digital Skills, Project Management, Languages, Sales Techniques) and 8,500 hours of compulsory training (Occupational Health and Safety, Corporate Responsibility Legislative Decree 231). Despite the Covid-19 emergency and the relative stoppage of training activities, the total number of training hours increased by more than 10% compared to the previous year, involving about 50% of the workforce.
In order to achieve management objectives, individual incentive plans are assigned, involving all key Group figures, linked to the achievement of qualitative/quantitative performance defined at the beginning of each year in line with the Group's strategy. Targeted career paths and professional development plans are also defined for the growth, loyalty and enhancement particularly of high potential resources.
The corporate welfare system that has been in operation for over six years within the Group was further strengthened during the year, developing to accommodate flexible plans through a dedicated company website which offers the possibility to select benefits and work-life balance services for workers to support income, education and the well-being of human resources (scholarships, grants to stay in health-related spa centres and travel abroad to study in summer, contributions to crèches, flexible benefits and work-life balance services).
In light of the global crisis and the extraordinary effort made by the SeSa Group's human resources during the Covid-19 emergency, the new 2020/2021 welfare plan has further strengthened initiatives to benefit the quality of working life and the well-being of workers, encouraging them to return to the workplace in conditions of absolute safety and protection of health.
These include scholarships for the reimbursement of the costs sustained to purchase school books, support with creche fees and educational stays abroad, with an increase in contributions for Summer Camps and the possibility to convert them into babysitting contributions.
The plan also envisages the innovative introduction of a DAD discount voucher for the purchase of computer equipment to support remote learning for the children of employees up to the age of 14, and the renewal of support for housing mobility (housing contribution for employees who move out of their family home) and sustainable mobility (contribution to expenses incurred by employees to travel to work on public transport). The new plan also confirmed the Work-Life Balance and human capital enhancement programmes, such as scholarships to attend part-time university degree or master courses and the possibility for employees to apply for time off to carry out voluntary work and to transfer holidays.
Lastly, it should be noted that, in view of the Covid-19 health emergency and based on an initiative promoted by the SeSa Foundation, the Unisalute #AndràTuttoBene health policy has been activated in favour of all Group employees, in addition to a reorganisation of the Continuous Services for personnel, such as the company canteen services, in compliance with Covid-19 Safety Procedures.
The historical evolution of the Group's human resources shows continuous growth, supporting the development of the Group's revenues and business.

Historical evolution of Group Resources (precise number on 30 April of each year)
(*) Number of employees of Group subsidiaries consolidated on a line-by-line basis, excluding apprentices.
As at 30 April 2020, the Group companies had a total workforce of 2,547 employees, showing a growth trend of over 600 resources, approximately 400 of whom following the expansion of the scope of consolidation, with the entry of the new Base Digitale Sector (with approximately 300 human resources) and the company acquisitions completed during the year, and more than 200 resources following internal recruitment plans in business areas with higher growth potential.
The following table shows the average number of Group employees, broken down by category:
| Average number of employees for the year ended April 30 |
Number of employees at 30 April | ||||
|---|---|---|---|---|---|
| (In units) | 2020 | 2019 | 2020 | 2019 | |
| Executives | 21 | 19 | 22 | 20 | |
| Middle Management | 189 | 146 | 208 | 170 | |
| Office Staff | 2,014 | 1,606 | 2,317 | 1,710 | |
| Total | 2,224 | 1,771 | 2,547 | 1,900 |
The Group considers human capital to be a strategic resource, to be loyalized and developed through long-term professional growth paths and the systematic appointment of permanent staff. At 30 April 2020, the percentage of staff employed on permanent contracts had reached 99% of the Group's total resources.
Women account for 32% of the total workforce.

As a demonstration of the great attention paid to the protection and enhancement of its human resources, it should be noted that the Sesa Group has a high level of staff loyalty (turnover rate of leavers of approximately 4.44%, which is very low for the sector in question and to be considered in relation to an incoming turnover of 12.64%), without ever having resorted to mobility, and has managed welfare programmes which, in the current year, have involved almost all employees, in collaboration with the SeSa Foundation, aimed at optimising the quality of work and the balance with private and family life.
Lastly, we would like to point out the utmost attention to work safety for our employees. On this matter, during the last financial year, the Group companies have taken steps to implement Law 81/2008, with training programmes aimed at human resources, also through the recent creation of a company portal for the general and specific training of employees. In this sense, it is important to verify, during the year in progress and for previous years too, that no serious accidents have occurred at work and that no charges have been made for occupational illnesses or for incorrect company conduct towards employees that could constitute company liability in any way.
Following the pandemic, the Sesa Group promptly adopted measures to safeguard the health and safety of its employees and, in line with the provisions made on a case by case basis by the competent Authorities, to guarantee the operation of essential services. In response to the lockdown measures gradually implemented in March and April, progressive mitigation actions were introduced, including changes in working methods, management and the optimisation of offices and procedures, measures to protect employee health and safety, with the formation of a task force to constantly monitor and deal with the situation as it developed.
Right from the start of the emergency, arrangements were made for all personnel to be promptly sent communications regarding the measures being taken with the instructions to be followed, including the reduction and monitoring of transfers between the Group's various offices (replaced by audio/video-conference calls) and the rescheduling of training activities in e-learning mode. In observance of government regulations, agile working methods were organised and activated during the lock-down, thanks to investments in digital technology and platforms that involved a very significant part of the Group's human resources in March and April 2020.
In order to correctly manage the health emergency and implement legal measures, a Sesa Task Force was set up to provide guidance and issue guidelines on health and safety in the workplace. The Task Force, with the involvement of all the main corporate functions, including the Human Resources and Legal & Compliance Departments, the Medical Officer promptly adopted specific protocols for the correct prevention of contagion and the implementation of related procedures.
Main risks and uncertainties to which the Group and Sesa SpA are exposed
The Sesa Group adopts specific procedures for the management of risk factors that may influence the Group's economic, equity and financial situation. These procedures are the result of company management based on the values of the Group's code of ethics (integrity, honesty, fairness, professionalism, business continuity and attention to people) focused on pursuing sustainable growth goals for stakeholders.
External Risks
Risks associated with the macroeconomic context and the ICT market
With reference to operating risks, these are attributable to the possible unfavourable trend of the external environment, characterised by general economic and ICT sector conditions, which show a correlated trend and a weak growth trend. The ICT market is linked to the economic performance of industrialised countries, where demand for high-tech products is higher. An unfavourable economic development at national or international level could negatively influence the growth in demand for IT with consequent repercussions on the Group's activity and on its economic, equity and financial situation.
Despite the weak demand (macroeconomic context and IT market) recorded in recent years, increased by the spread of the Covid-19 pandemic and the consequent potential negative effect on business performance, the Group confirms its ability to grow by outperforming the reference market with a trend of sustainable development of revenues and profits.
The ICT market is also characterised by a high degree of competition, with the Group facing national operators in addition to multinational competitors. If the Group is unable to generate added value from its own sales, competing with its main competitors, this could have a negative impact on the economic, equity and financial situation. The Group addresses this risk by expanding its value-added offering to customers, supplying competitive, efficient and innovative services.
Lastly, the IT market is subject to intense technological evolution and, as a result, to a constant transformation of the professional skills required. To achieve a competitive edge on the ICT market, continuous development of skills and products is required, along with the strategic management of relations with international vendors. The Group carries out a continuous, major analysis of market trends and opportunities in order to anticipate the evolution of customer needs through the development of internal skills, the aggregation of external specialisations and investments in research and development.
Risks associated with the spread of Covid-19 virus
The spread of the Covid-19 pandemic creates operational risks with potential impacts on business continuity, economic and financial effects deriving from fluctuations in demand and a slowdown in the economic cycle, amongst other things, and the need to implement emergency measures to protect the health and safety of employees and all stakeholders.
The first thing the Group did when the health emergency began to spread in February 2020, was to implement the necessary organisational adjustments to protect the health of its employees. During the lockdown (in March and April 2020), a significant part of its operating activities was reorganised so that staff could work from home, allowing the Group to operate continuously and guaranteeing the safety of its human resources. The Group continued to operate in all sectors (VAD, SSI, Business Services and Corporate) also during lockdown, because its activities are among those considered essential under the Prime Ministerial Decree of 22 March 2020, in support of the country's main economic and health activities. The Group's management promptly reinforced risk mitigation procedures and control, with the organisation of specific task forces to monitor the main business risks and protect its stakeholders:
- a Health and Safety Task Force to monitor health risks and regulate health procedures and protocols in compliance with the government's emergency measures, protecting the health of the Group's employees;
- a Financial Task Force to monitor credit and financial risks, oversee collection management and analyse the economic situation of the Group companies. This activity took the form of forecasts and sensitivity analyses in relation to the various scenarios;
- Market supervision, to monitor market risk and plan the Group's future activities in relation to changes in demand. The task force drew up plans, with the application of sensitivity analyses, to assess the short and medium-term impacts of the pandemic.
The results for the fourth quarter of the year (February - April 2020) show a favourable trend both in terms of revenues and profitability compared to the fourth quarter of the previous year, confirming the resilience of the Group's organisation and the validity of the actions taken to mitigate risks.
Further considerations on the outlook for the future are reported in the "Outlook" paragraph.
Internal Risks
Risks related to dependence on key personnel
The Group's success, activity and development depend significantly on certain key managers, including the executive directors of Sesa SpA. The loss of one of these key figures without adequate replacement, as well as the inability to attract and retain qualified new resources, could have negative effects on the Group's economic and financial prospects and results. The Group addresses this risk by implementing loyalty strategies and long-term incentive plans based on medium-term equity-based remuneration plans. The management believes that Sesa SpA and the Group have an operational structure capable of ensuring continuity in the management of corporate affairs.
Risks associated with concentration and dependence on distribution contracts and the ability to negotiate and maintain distribution contracts with vendors over time
This risk factor is of importance for the main subsidiary of the Group, Computer Gross SpA, which is reference operator in value-added distribution and partner of the leading manufacturers of IT solutions for the Italian market. The main distribution contracts signed with the Vendors are entered into on a non-exclusive basis, have a short-term duration (usually one or two years), are tacitly renewed and are configured as strategic assets. The Group addresses this risk by offering Vendors pre and after-sales services with qualified personnel and by gradually expanding the portfolio of the Vendors, increasingly diversifying the concentration of the brands distributed. It should be noted that the closing rates of distribution contracts have historically been close to zero, confirming the Group's ability to establish long-term strategic partnerships with its suppliers.
Risks associated with failure to comply with contractual and compliance commitments
The Group offers IT solutions and services with a high technological content and enters into agreements that may envisage the application of penalties in relation to compliance with deadlines, performance (SLA) and quality standards which, if not met, could have a negative impact on its economic and financial situation. To mitigate this risk, the Group has adopted procedures for managing and monitoring the services provided and has taken out appropriate insurance policies.
In relation to compliance risks, the Group has adopted policies and procedures, including the adoption of Model 231/2001, for the parent company and its main subsidiaries, aimed at minimising compliance risks (particularly tax and legal risks).
Market risks
Credit risk
The credit risk is represented by the exposure of Group companies to potential losses that may arise from the failure by customers to fulfil their obligations. The credit risk deriving from normal operation of Group companies with customers is monitored and hedged on an ongoing basis using information, customer assessment procedures and credit risk hedging instruments (insurance and factoring transactions without recourse). A specific provision for doubtful accounts is created and monitored on a regular basis. As stated in the "Risks associated with the spread of Covid-19 virus" paragraph, the precautions already in place to control the credit risk were strengthened following the spread of the pandemic.
Liquidity risk
At certain times during the financial year, the ordinary operations of the Sesa Group companies generate a need for working capital and, consequently, financial exposure. The Group closed the consolidated financial statements as at 30 April 2020 with a net financial position (net liquidity) of Euro 54,700 thousand. At the end of the quarter, however, the Group supported a financial requirement generated by the seasonal nature of the business and by changes in the increase in net working capital. The liquidity risk is hedged by regularly planning cash requirements and the relative financing through loans and credit lines mainly centralised in the Group' s two main operating companies, Computer Gross SpA and Var Group SpA. As stated in the "Risks associated with the spread of Covid-19 virus" paragraph, the precautions already in place to control the credit risk were strengthened following the spread of the pandemic.
Interest rate risk
Exposure to the interest rate risk arises from the fact that Group companies perform a commercial activity characterised by a negative working capital cycle (calculated as the difference between short-term operating liabilities and short-term operating assets) at certain times of the year. This generates a pro-tempore financial exposure to the banking system due to the need to finance working capital requirements. These requirements are covered by floating rate loans and credit lines, the cost of which is subject to changes in interest rates.
As at 30 April 2020, the Group did not have any interest rate derivatives in place. In light of the current trend in interest rates and the moderate level of average annual indebtedness, the Group's risk management policy does not envisage the use of derivative contracts to hedge the interest rate risk. In relation to the Group's low level of debt at 30 April 2020 (net financial position of Euro 54,700 thousand) the sensitivity analyses, aimed at assessing the impact of a potential fluctuation in interest rates on the Group's economic and financial situation, show insignificant results.
Exchange rate risk
Group companies do not operate on foreign markets to a significant extent, essentially using the euro as the currency for the management of commercial and financial transactions. The purchase of goods and IT products in foreign currencies, mainly centralised at Computer Gross SpA, relates exclusively to the US dollar.
It should also be noted that there are no derivative transactions in foreign currencies, but forward currency purchase transactions to hedge the exchange rate risk relating to payables in foreign currencies to some suppliers. At 30 April 2020 there were 49 forward transactions in place, twenty of which had a negative fair value of Euro 33 thousand and 29 of which had a positive fair value of Euro 69 thousand. In relation to the Group's limited transactions in foreign exchange and the hedging of the underlying risk through forward transactions, the Group has reported insignificant results in sensitivity analyses aimed at assessing a hypothetical appreciation/depreciation of the Euro.
Price risk
The Group does not hold any financial instruments or stocks listed on equity markets at 30 April 2020, with the exception of Sesa SpA's own shares deducted from shareholders' equity and capitalisation policies issued by major financial institutions. With regard to the risk of inventory write-downs, the Group companies operating in the distribution and marketing of IT products monitor this management profile through regular surveys and analyses in relation to the possible existence of a risk of obsolescence of goods in order to determine actions aimed at containing it. It should also be noted that the value of inventories at 30 April 2020 was essentially centralised in Computer Gross SpA and Var Group SpA.
Significant events occurring after the end of the year
In May and June 2020, the Group regained full operational capacity, supporting the economic recovery by offering digital services and technological solutions. Important business development and corporate acquisitions were also completed, strengthening the Sesa Group's role as reference player in the digital transformation of the Italian market in strategic business segments:
- The purchase, in May, of the majority shareholding in zero12 Srl, based in Padua, with approximately 20 employees specialised IT solutions in the Cloud Computing sector and Big Data Analysis, with particular reference to application development and SaaS architectures.
- The purchase, in June 2020, of 51% of Infolog SpA, a company specialising in the design and development of software solutions for the computerised management of warehouse logistics (warehouse management system, "WMS") and ERP management solutions, with over 200 customers operating in some of the main sectors Made in Italy and a workforce of over 40 resources.
- the binding agreement, in May 2020, for the acquisition of the majority of the share capital of Analytics Network Srl ("AN") and SPS Srl ("SPS"). AN is an operator focused on the development of cognitive analytics solutions and services for the enterprise segment, while SPS is specialised IBM SPSS advance analytics software solutions. AN and SPS have about 20 human resources with over 20 years' consolidated expertise in data analytics in support of business processes, predictive analysis, machine learning and artificial Intelligence, both cloud-based and on premises.
- the binding agreement, in June 2020, for the purchase of 100% of the capital of Di.Tech Srl, a Bologna-based company with over 250 human resources, specialising in the supply of software solutions and IT services for the food distribution sector, focusing particularly on IT systems for the management of logistics, supply chains and store management. Di.Tech is the digital partner of reference for IT services and solutions of the Conad Group, one of Italy's leading food retail operators, with over 3,300 points of sale.
No other significant events occurred after the end of the year.
Outlook
In the early months of the new year, the Group operated in a highly complex operating environment, benefiting from the progressive recovery of the economic cycle and the significant demand for digital transformation. Although uncertainty is still significant, the digitisation of companies and organisations is essential to economic and productive recovery. In the new year, the Group will also benefit from the increased scope of consolidation resulting from recent corporate acquisitions.
In May and June 2020, the Group regained full operational capacity, supporting the economic recovery by offering digital services and technological solutions. Important business development and corporate acquisitions were also completed, strengthening the role as reference player in the digital transformation of the Italian market in strategic business segments.
The Group will continue to pursue its strategy of focusing on value-added business areas, investing in the wealth of skills and professionalism of its human resources, continuing along the path of sustainable growth to the benefit of all stakeholders.
The favourable trend of revenues in May and June 2020 and the acceleration of the company acquisitions carried out from April to June 2020 lay the foundation to allow the Group to continue growing in terms of revenues, skills and profitability in the new year, with the aim of confirming the long-term track record (CAGR revenues 2011-2020 10.1%, CAGR Ebitda 2011-2020 11.9%).
Allocation of the result for the year of the parent company Sesa SpA
In view of current global uncertainty and in order to strengthen the Group's growth with investments to support the demand for digitisation by stakeholders, reinforcing the Group's social responsibility, it is proposed that the shareholders' meeting allocate the profit for the year to reserves.
We would like to thank you for your trust and invite you to approve the financial statements of Sesa SpA as submitted.
The Chairman of the Board of Directors Paolo Castellacci
Consolidated Financial Statements at 30 April 2020
Consolidated Statement of Income
| (Euro thousands) | Note | Year ended 30 April | |
|---|---|---|---|
| 2020 | 2019 | ||
| Revenues | 7 | 1,762,641 | 1,539,854 |
| Other income | 8 | 13,384 | 10,751 |
| Consumables and goods for resale | 9 | (1,429,220) | (1,258,954) |
| Costs for services and rent, leasing, and similar costs | 10 | (134,937) | (118,353) |
| Personnel costs | 11 | (114,763) | (96,318) |
| Other operating costs | 12 | (11,535) | (12,568) |
| Amortisation and Depreciation | 13 | (21,673) | (11,694) |
| Operating result | 63,897 | 52,718 | |
| Share of profits of companies valued at equity | 14 | 1,698 | 823 |
| Financial income | 15 | 4,178 | 3,317 |
| Financial expenses | 15 | (9,582) | (8,540) |
| Profit before taxes | 60,191 | 48,318 | |
| Income taxes | 16 | (18,003) | (14,956) |
| Profit for the year. | 42,188 | 33,362 | |
| of which: | |||
| Profit attributable to non-controlling interests | 4,274 | 4,078 | |
| Profit attributable to the Group | 37,914 | 29,284 | |
| Earnings per share - basic (in Euro) | 25 | 2.46 | 1.90 |
| Earnings per share - diluted (in Euro) | 25 | 2.45 | 1.89 |
Consolidated Comprehensive Statement of Income
| (Euro thousands) | Note | Year ended 30 April | |
|---|---|---|---|
| 2020 | 2019 | ||
| Profit for the year | 42,188 | 33,362 | |
| Actuarial gain/loss for employee benefits - Gross effect | 25 | (1,277) | (1,606) |
| Actuarial gain/loss for employee benefits - Tax effect | 25 | 306 | 385 |
| Comprehensive income for the year | 41,217 | 32,141 | |
| of which: | |||
| Comprehensive income attributable to non-controlling interests | 4,152 | 3,580 | |
| Comprehensive income attributable to the Group | 37,065 | 28,561 |
| As at 30 April | ||||
|---|---|---|---|---|
| (Euro thousands) | Note | 2020 | 2019 | |
| Intangible assets | 17 | 74,273 | 54,001 | |
| Rights of use | 49,617 | |||
| Property, plant and equipment | 18 | 34,341 | 57,771 | |
| investment property | 19 | 290 | 290 | |
| Equity Investments valued at equity | 14 | 12,158 | 10,030 | |
| Receivables for deferred tax assets | 30 | 9,901 | 7,834 | |
| Other non-current receivables and assets | 21 | 15,524 | 19,230 | |
| Total non-current assets | 196,104 | 149,156 | ||
| Inventory | 22 | 91,127 | 82,044 | |
| Current trade receivables | 23 | 393,645 | 364,314 | |
| Current tax receivables | 5,307 | 4,051 | ||
| Other current receivables and assets | 21 | 43,817 | 40,752 | |
| Cash and cash equivalents | 24 | 368,466 | 249,074 | |
| Total current assets | 902,362 | 740,235 | ||
| Non-current assets held for sale | ||||
| Total assets | 1,098,466 | 889,391 | ||
| Share capital | 37,127 | 37,127 | ||
| Share premium reserve | 33,144 | 33,144 | ||
| Other reserves | (17,763) | (5,639) | ||
| Profits carried forward | 183,884 | 154,653 | ||
| Total shareholders' equity attributable to the Group | 236,392 | 219,285 | ||
| Shareholders' equity attributable to non-controlling interests | 17,467 | 13,337 | ||
| Total Shareholders' equity | 25 | 253,859 | 232,622 | |
| Non-current loans | 26 | 156,551 | 123,040 | |
| Financial liabilities for non-current rights of use | 30,487 | |||
| Employee benefits | 27 | 31,022 | 24,332 | |
| Non-current provisions | 28 | 1,780 | 4,595 | |
| Deferred tax liabilities | 20 | 18,885 | 13,197 | |
| Total non-current liabilities | 238,725 | 165,164 | ||
| Current loans | 26 | 119,092 | 85,632 | |
| Financial liabilities for current rights of use | 8,114 | |||
| Trade payables | 379,066 | 326,009 | ||
| Current tax payables | 5,812 | 4,067 | ||
| Other current liabilities | 29 | 93,798 | 75,897 | |
| Total current liabilities | 605,882 | 491,605 | ||
| Total liabilities | 844,607 | 656,769 | ||
| Total shareholders' equity and liabilities | 1,098,466 | 889,391 |
Consolidated Statement of Cash Flows
| Year ended 30 April | ||||
|---|---|---|---|---|
| (Euro thousands) | Note | 2020 | 2019 | |
| Profit before taxes | 60,191 | 48,318 | ||
| Adjustments for: | ||||
| Amortisation and Depreciation | 13 | 21,673 | 11,694 | |
| Accruals to provisions relating to personnel and other provisions | 12, 11. | 10,549 | 10,684 | |
| Net financial (income) expense | 15 | 2,541 | 2,576 | |
| Profit of companies valued at equity | 14 | (1,698) | (823) | |
| Other non-monetary entries | 968 | 1,174 | ||
| Cash flows generated from operating activities before changes in net working capital |
94,224 | 73,623 | ||
| Change in inventory | 22 | (7,187) | (14,127) | |
| Change in trade receivables | 23 | (7,612) | (36,229) | |
| Change in payables to suppliers | 27,937 | 26,229 | ||
| Change in other assets | 21 | 13,360 | (10,212) | |
| Change in other liabilities | 29 | (571) | (393) | |
| Use of provisions for risks | 28 | (3,804) | (702) | |
| Employee benefits | 27 | (582) | (698) | |
| Change in deferred taxes | 20 | (2,088) | (1,222) | |
| Change in receivables and payables for current taxes | 489 | 5,281 | ||
| Interest paid | 15 | (3,313) | (2,937) | |
| Taxes paid | (15,611) | (9,783) | ||
| Net cash flow generated from operating activities | 95,242 | 28,830 | ||
| Investments in companies net of cash acquired | 56 | (6,959) | (9,167) | |
| Investments in property, plant and equipment | 18 | (11,810) | (9,201) | |
| Investments in intangible assets | 17 | (4,791) | (4,870) | |
| Disposal of property, plant and equipment and intangible assets | 16.17 18 | 188 | 702 | |
| 19 | ||||
| Disposal of investment property Disposal of assets held for sale |
- - |
- - |
||
| Investments in associated companies | 14 | (980) | (1,407) | |
| Disposals of associated companies | 14 | - | 1,293 | |
| Non-current equity investments in other companies | 21 | (1,833) | (5,268) | |
| Disposals of non-current equity investments in other companies | 21 | 3,781 | 580 | |
| Dividends collected | 545 | 222 | ||
| Interest collected | 15 | 763 | 650 | |
| Net cash flow generated from/(used in) investing activities | (21,096) | (26,466) | ||
| Subscription of long-term loans | 4.26 | 156,715 | 79,000 | |
| Repayment of long-term loans | 4.26 | (108,479) | (68,812) | |
| (Reduction)/increase in short-term loans | 4.26 | 17,691 | (413) | |
| Repayment of financial liabilities for rights of use | (8,002) | |||
| Investments/disinvestments in financial assets | 560 | 1,598 | ||
| Capital increase | ||||
| Change in Group's equity | ||||
| Change in equity attributable to non-controlling interests | 25 | (2,765) | (1,739) | |
| Treasury shares | 25 | (10,474) | (10,118) | |
| Dividends distributed | ||||
| Net cash flow generated from/(used in) financing activities | 45,246 | (484) | ||
| Translation difference on cash and cash equivalents Change in cash and cash equivalents |
119,392 | 1,880 | ||
| Opening balance of cash and cash equivalents | 249,074 | 247,194 | ||
| Closing balance of cash and cash equivalents | 368,466 | 249,074 |
Statement of Changes in Consolidates Shareholders' Equity
| (Euro thousands) | Share capital | Share premium reserve |
Other reserves |
Profits for the year and profits carried forward |
Shareholders' equity attributable to the Group |
Shareholders' equity attributable to non-controlling interest |
Total Shareholders' equity |
|---|---|---|---|---|---|---|---|
| As at 30 April 2018 | 37,127 | 33,144 | 1,723 | 132,961 | 204,955 | 11,046 | 216,001 |
| Profit for the year | 29,284 | 29,284 | 4,078 | 33,362 | |||
| Actuarial gain/(loss) for employee benefits - gross |
(951) | (951) | (655) | (1,606) | |||
| Actuarial gain/(loss) for employee benefits - tax effect |
228 | 228 | 157 | 385 | |||
| Comprehensive income for the year | (723) | 29,284 | 28,561 | 3,580 | 32,141 | ||
| Purchase of treasury shares | (1,739) | (1,739) | (1,739) | ||||
| Sale of treasury shares | |||||||
| Distribution of dividends | (544) | (8,746) | (9,290) | (828) | (10,118) | ||
| Assignment of shares in execution of Stock Grant plan |
37 | 37 | 37 | ||||
| Stock Grant plan - shares vesting in the period |
1,022 | 1,022 | 1,022 | ||||
| Allocation of profit for the year | 461 | (461) | |||||
| Change in the scope of consolidation and other changes |
(5,876) | 1,615 | (4,261) | (461) | (4,722) | ||
| As at 30 April 2019 | 37,127 | 33,144 | (5,639) | 154,653 | 219,285 | 13,337 | 232,622 |
| Profit for the year | 37,914 | 37,914 | 4,274 | 42,188 | |||
| Actuarial gain/(loss) for employee benefits - gross |
(1,117) | (1,117) | (160) | (1,277) | |||
| Actuarial gain/(loss) for employee benefits - tax effect |
268 | 268 | 38 | 306 | |||
| Comprehensive income for the year | (849) | 37,914 | 37,065 | 4,152 | 41,217 | ||
| Purchase of treasury shares | (2,765) | (2,765) | (2,765) | ||||
| Sale of treasury shares | |||||||
| Distribution of dividends | (9,740) | (9,740) | (734) | (10,474) | |||
| Assignment of shares in execution of Stock Grant plan |
|||||||
| Stock Grant plan - shares vesting in the period |
1,533 | 1,533 | 1,533 | ||||
| Allocation of profit for the year | 656 | (656) | |||||
| Change in the scope of consolidation and other changes |
(10,699) | 1,713 | (8,986) | 712 | (8,274) | ||
| As at 30 April 2020 | 37,127 | 33,144 | (17,763) | 183,884 | 236,392 | 17,467 | 253,859 |
Notes to the Consolidated Financial Statements
1 General Information
SESA S.p.A. (hereinafter "Sesa", the "Company" or the "Parent Company") is a company incorporated and domiciled in Italy, with registered office in Empoli, at no. 138 Via Piovola, organised in compliance with the legal system of the Italian Republic.
The Company and its subsidiaries (jointly the "Group") operate in Italy in the Information Technology sector and, in particular, in the value-added distribution of IT software and technologies (Value Added Distribution or VAD), in the offer of System Integrator services aimed at training and supporting companies as IT end-users (Software and System Integration or VAR), and in the provision of business services for the finance & banking sector (BS Sector). The Group is also active in the logistics services sector, mainly for companies belonging to the Group. The Company is controlled by ITH SpA, which holds 52.81% of the share capital.
This document was approved by the Company's Board of Directors on 14 July 2020.
2 Summary of Accounting Standards
The main accounting criteria and standards applied in the preparation of the consolidated financial statements of Sesa SpA for the year ended 30 April 2020 (hereinafter the "Consolidated financial statements") are illustrated below.
2.1 Preparation Basis
The Consolidated financial statements for the year ended 30 April 2020 have been prepared in accordance with the international accounting standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and approved by the European Union, and with the provisions issued in implementation of art. 9 of Legislative Decree no. 38/2005. The "IFRS" also include all revised international accounting standards ("IAS"), as well as all interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) and the previous Standing Interpretations Committee (SIC).
The Consolidated financial statements have been prepared under the assumption that the company is a going concern, in that the Directors have verified that there are no financial, management or other indicators such as to indicate critical issues regarding the Group's ability to fulfil its obligations in the foreseeable future and particularly in the next 12 months. A description of how the Group manages financial risks is contained in note 3 on "Financial risk management".
The Consolidated financial statements have been prepared and presented in Euro, which is the currency of the prevailing economic environment in which the Group operates. All amounts included in this document, unless otherwise indicated, are stated in Euro thousands.
The financial statement schedules and relative classification criteria adopted by the Group within the scope of the options envisaged by IAS 1 Presentation of Financial Statements are indicated below:
- The statement of financial position has been prepared with the classification of assets and liabilities according to the "current/non-current" criterion;
- The income statement has been prepared with the classification of operating costs by type;
- The statement of comprehensive income includes, in addition to the profit for the year resulting from the income statement, other changes in shareholders' equity items attributable to transactions not entered into with Company shareholders;
- The statement of cash flows shows the cash flows from operating activities according to the "indirect method".
The Consolidated financial statements have been prepared on the basis of the conventional historical cost method except for the valuation of financial assets and liabilities, where the application of the fair value method is required.
2.2 Scope of Consolidation and Consolidation Criteria
The Consolidated financial statements include the financial statements of the Company as well as the financial statements of the subsidiaries approved by their respective administrative bodies. These financial statements have been suitably adjusted, where necessary, to bring them into line with IFRS and the Company's reporting date at 30 April.
The companies included in the scope of consolidation at 30 April 2020 are detailed in Annex 1, which is an integral part of the Consolidated financial statements. For further details on the main changes that occurred in the scope of consolidation in the years under review, see Note 5.
SUBSIDIARIES
Subsidiaries are consolidated on a line-by-line basis from the date on which control is effectively acquired and cease to be consolidated from the date on which control is transferred to a third party. The criteria adopted for line-by-line consolidation are the following:
- assets and liabilities, income and expenses of subsidiaries are considered line by line, attributing the portion of shareholders' equity and net profit for the period to the minority shareholders, where applicable; these portions are shown separately under shareholders' equity and in the income statement;
- business combinations of companies in which the control of an entity is acquired are recognised, in accordance with the provisions of IFRS 3, using the acquisition method. The acquisition cost is represented by the current value ("fair value") on the date of purchase of the assets transferred, liabilities assumed, and equity instruments issued. The identifiable assets, liabilities and potential liabilities assumed are recorded at their current value on the acquisition date, except for deferred tax assets and liabilities, assets and liabilities for employee benefits and assets held for sale, which are recorded in accordance with the pertinent accounting standards. Where positive, the difference between the acquisition cost and the current value (fair value) of the assets and liabilities acquired, is recorded under intangible assets as goodwill. Where negative, it is recorded, after verifying the correct measurement of the current values of the assets and liabilities acquired and the acquisition cost, directly in the income statement as income. Accessory costs are recognised in the income statement at the time they are incurred.
- the acquisition cost also includes the potential consideration, recorded at fair value, on the date of acquisition of control. Subsequent changes in fair value are recognised in the income statement or statement of comprehensive income if the potential consideration is a financial asset or liability. Potential consideration classified as shareholders' equity is not recalculated and the subsequent extinction is recognised directly under shareholders' equity.
- if the business combinations through which control is acquired take place in several stages, the Group recalculates the stake previously held in the company being acquired at the respective fair value on the acquisition date and recognises any resulting gain or loss in the income statement.
- acquisitions of minority interests relating to entities which are already controlled or the disposal of minority interests that do not result in the loss of control are considered as equity transactions; consequently, any difference between the acquisition/disposal cost and the related portion of equity acquired/disposed of is recognised as an adjustment to the Group's shareholders' equity.
- business combinations in which the participating companies are definitively controlled by the same company or companies both before and after the business combination, with said control being permanent, are classified as transactions "under common control". These transactions do not fall within the scope of IFRS 3, which governs the method of accounting for business combinations, nor of other IFRS. In the absence of a reference accounting standard, the Group, in accordance with the provisions of OPI 1 - Accounting of "business combinations of entities under common control" in the statutory and consolidated financial statements, issued by Assirevi, and with the provisions of IAS 8, has booked these entities on the basis of the book values resulting from the financial statements of the company acquired on the date of transfer. Any differences between the cost incurred for the acquisition and the relative portions of shareholders' equity acquired are recorded directly under shareholders' equity;
- significant gains and losses, including the related tax effects, deriving from transactions between companies consolidated on a line-by-line basis and not yet realised with third parties, are eliminated, except for losses that are not eliminated if the transaction provides evidence of impairment of the asset transferred. Reciprocal payables and receivables, costs and revenues, and financial income and expenses are also eliminated, if significant.
The financial statements of subsidiaries are prepared using the currency of the main economic environment in which they operate.
ASSOCIATED COMPANIES
Associated companies are those over which the Group exercises significant influence, which is presumed to exist when the between 20% and 50% of the voting rights are held. Investments in associated companies are valued using the equity method and are initially recorded at cost. The equity method is described below:
- the book value of these investments is aligned with the shareholders' equity adjusted, where necessary, to reflect the application of IFRS and includes the recognition of the higher values attributed to assets and liabilities and any goodwill, if any, identified at the time of acquisition;
- profits or losses pertaining to the Group are recognised from the date on which the significant influence began and until the date on which the significant influence ceases. If, due to losses, the company valued using the equity method has a negative shareholders' equity, the book value of the investment is cancelled and any excess pertaining to the Group, where the Group has undertaken to fulfil the legal or implicit obligations of the investee company, or to cover its losses, is recorded in a specific provision; changes in the equity of companies valued using the equity method, not represented by the result of the income statement, are recorded directly in the statement of comprehensive income;
- unrealised profits and losses generated by transactions entered into between the Company/subsidiaries and the investee company valued using the equity method, including the distribution of dividends, are eliminated on the basis of the value of the Group's interest in the investee company, except for losses where these represent a reduction in the value of the underlying asset.
CONVERSION OF TRANSACTIONS IN A CURRENCY OTHER THAN THE FUNCTIONAL CURRENCY
Transactions in currencies other than the functional currency of the entity entering into the transaction are converted using the exchange rate in force on the date of the transaction. Exchange gains and losses generated by the closing of the transaction or by the year-end conversion of assets and liabilities in foreign currency are recorded in the income statement.
2.3 Valuation Criteria
The most significant accounting principles and valuation criteria used to prepare the Consolidated financial statements are briefly described below.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are recorded at purchase or production cost, net of accumulated depreciation and any impairment losses. The purchase or production cost includes all costs directly incurred to prepare the assets for use, as well as any deinstallation and removal costs that will be incurred as a result of contractual obligations that require restoration of the asset to its original condition. Financial expenses, if directly attributable to the acquisition, construction or production of qualified assets, are capitalised and amortised on the basis of the useful life of the asset to which they refer.
Charges incurred for ordinary and/or cyclical maintenance and repairs are charged to the income statement when they are incurred. Costs relating to the expansion, modernisation or improvement of structural elements owned or under lease are capitalised to the extent that they meet the requirements for separate classification as an asset or part of an asset. Assets recorded in relation to leasehold improvements are depreciated on the basis of the duration of the rental contract, or on the basis of the specific useful life of the asset, if lower.
Depreciation is calculated on a straight-line basis using rates that allow depreciation of assets until the end of their useful life. When the asset subject to depreciation consists of distinctly identifiable elements the useful life of which differs significantly from that of the other parts comprising the asset, depreciation is carried out separately for each of these parts in accordance with the component approach method.
The estimated useful life for the various tangible asset categories is as follows:
| Class of property, plant and equipment | Useful life in years | |
|---|---|---|
| Buildings | 33 | |
| General installations | 7 | |
| Specific data centre installations | 20 | |
| Furniture and furnishings | 8 | |
| Office equipment | 2-5 | |
| Vehicles | 4 |
The useful life of property, plant and equipment is reviewed and updated, where applicable, at least at the end of each financial year.
Land is not subject to depreciation.
Right of use
Contracts for the leasing of property, plant and equipment entered into as a lessee entail the recognition of an asset representing the right to use the leased asset and the financial liability for the obligation to make the payments envisaged by the contract. In particular, the lease liability is recognised initially as equal to the current value of the future payments to be made, adopting a discount rate equal to the interest rate implicit in the lease or, if this cannot be easily determined, using the lessee's incremental financing rate.
After initial recognition, the lease liability is measured at amortised cost using the effective interest rate and is restated following contractual renegotiations, changes in rates and changes in the valuation of any contractual options envisaged.
The right of use is initially recognised at cost and is subsequently adjusted to take into account amortisation and depreciation, any impairment losses and the effects of any recalculations of lease liabilities.
The Group has decided to adopt certain simplifications envisaged by the Standard, excluding contracts with a duration of less than or equal to 12 months (so-called "short-term", calculated on the residual duration at first-time adoption) and those with a value of less than Euro five thousand (so-called "low-value").
INTANGIBLE ASSETS
Intangible assets are identifiable non-monetary elements without physical substance, controllable and capable of generating future economic benefits. These elements are initially recognised at purchase or production cost, including directly attributable expenses for preparing the asset for use. Any interest expense accrued during and for the development of intangible assets is considered part of the purchase cost. In particular, the following main intangible assets can be identified within the Group:
(a) Goodwill
Goodwill, if recognised, is classified as an intangible asset with an undefined useful life and is initially recognised at cost, as described above, and subsequently subject to impairment testing at least once a year. No write-back is allowed in the event of a previous write-down for impairment.
(b) Other intangible assets with a definite useful life
Intangible assets with a definite useful life are recognised at cost, as described above, net of accumulated amortisation and any impairment losses. Amortisation begins when the asset becomes available for use and is systematically distributed in relation to its residual possibility of use, i.e. on the basis of its estimated useful life.
The useful life estimated by the Group for the various intangible asset categories is as follows:
| Class of intangible assets | Useful life in years | |
|---|---|---|
| Software licences and similar | 5 | |
| Client list | 10-15 | |
| Technological know-how | 20 |
The "Technological know-how" class includes the intangible value of skills and technologies acquired externally by the group as part of the business combination operations carried out; this activity, like client lists, is recorded in the financial statements following the Purchase Price Allocation (PPA) process.
The useful life of intangible fixed assets is reviewed and updated, where applicable, at least at the end of each financial year.
INVESTMENT PROPERTY
Properties held for the purpose of obtaining lease payments or for the purpose of increasing the value of the investment are recorded under "investment property"; They are evaluated at purchase or production cost, plus any accessory costs, net of accumulated depreciation and any losses in value.
REDUCTION IN THE VALUE OF INTANGIBLE ASSETS, PROPERTY, PLANT AND EQUIPMENT AND INVESTMENT PROPERTY
(a) Goodwill
As previously stated, goodwill, if recognised, is subject to impairment testing once a year or more frequently if there are indications that its value may have been impaired. As at 30 April 2020, no goodwill was recorded.
In the presence of goodwill, the impairment test is carried out with reference to each of the cash generating units (CGUs) to which the goodwill has been allocated. Any impairment of goodwill is recognised if its recoverable value is lower than its book value. Recoverable value is the higher between the fair value of the CGU, net of disposal costs, and its value in use, the latter being the current value of estimated future cash flows for the asset. In determining the value in use, expected future cash flows are discounted using a pre-tax discount rate that reflects current market evaluations of the cost of money, compared to the period of the investment and the specific risks of the asset. If the impairment resulting from the impairment test is greater than the value of goodwill allocated to the CGU, the residual excess is allocated to the assets included in the CGU in proportion to their carrying amount. Such allocation shall be limited by the higher of the following amounts:
- the fair value of the asset net of sale expenses;
- the value in use, as defined above;
- zero.
The original value of goodwill cannot be restored if the reasons for its reduction in value no longer exist.
(b) Assets (intangible assets, property, plant and equipment and investment property) with a definite useful life
At each balance sheet date, an impairment test is carried out to determine whether there are any indications that property, plant and equipment, intangible assets or investment property may have suffered a loss in value. To this end, both internal and external sources of information are considered. With regard to the former (internal sources), the following are considered: the obsolescence or physical deterioration of the asset, any significant changes in the use of the asset and the economic performance of the asset compared to expectations. As regards external sources, the following are considered: the trend in the market prices of the assets, any technological, market or regulatory discontinuities, the trend in market interest rates or in the cost of the capital used to evaluate the investments.
If the presence of such indicators is identified, the recoverable value of the abovementioned assets is estimated, recording any write-down with respect to the relative book value in the income statement. The recoverable value of an asset is the higher between the fair value, net of sale costs, and its value in use, the latter being the current value of estimated future cash flows for the asset. In determining the value in use, expected future cash flows are discounted using a pre-tax discount rate that reflects current market evaluations of the cost of money, compared to the period of the investment and the specific risks of the asset. For an asset that does not generate largely independent cash flows, the recoverable value is determined in relation to the cash generating unit to which the asset belongs.
A loss in value is recognised in the income statement if the book value of the asset, or of the related CGU to which it is allocated, is higher than its recoverable value. Impairment of CGUs are first recognised as a reduction in the book value of any goodwill attributed to them and then as a reduction in other assets, in proportion to their book value and within the limits of their recoverable value. If the conditions for a previously made write-down no longer exist, the book value of the asset is restored and recorded in the income statement, within the limits of the net book value that the asset in question would have had if the write-down had not taken place and the relative amortisation had been applied.
TRADE RECEIVABLES AND OTHER FINANCIAL ASSETS
Based on the characteristics of the instrument and the business model adopted for its management, the following three categories are distinguished in compliance with IFRS 9:
(i) financial assets measured at amortised cost; (ii) financial assets measured at fair value, recording the effects among the other comprehensive income components; (iii) financial assets measured at fair value, recording the effects in the income statement.
Financial assets are measured using the amortised cost method if both of the following conditions are met: -the financial asset management model consists of holding the financial asset for the sole purpose of collecting the related cash flows; and
-the financial asset generates, at contractually predetermined dates, cash flows that are exclusively representative of the return on the financial asset.
Financial assets representing debt instruments with a business model that envisages both the possibility of collecting the contractual cash flows and the possibility of realising capital gains on disposal (so-called business model hold to collect and sell), are measured at fair value, recording the effects under comprehensive income (FVTOCI).
A financial asset represented by debt securities that is not measured at amortised cost or FVTOCI is measured at fair value, recording the effects in the income statement (FVTPL).
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method. Trade receivables are included in current assets, with the exception of those with a contractual maturity in excess of twelve months from the balance sheet date, which are classified as non-current assets.
In the case of factoring transactions for trade receivables that do not involve transferral to the factor of the risks and rewards associated with the receivables assigned (the Group continues to be exposed to the risk of insolvency and delayed payment - the so-called assignments with recourse), the transaction is treated in the same way as a loan secured by the receivable subject to assignment. In this case, the receivable assigned continues to be represented in the Group's balance sheet and financial report until it is collected by the factor and any advance obtained from the factor is offset by a financial payable. The financial cost of factoring transactions is represented by interest on the amounts advanced recognised in the income statement on an accruals basis, which are classified as financial expense. Commissions accruing on sales with recourse are included under financial expense, while commissions on sales without recourse are recorded under other operating costs.
IFRS 9 defines a new impairment/write-down model for these assets, with the aim of providing useful information to users of the financial statements on the relative expected losses.
For trade receivables, the Group adopts a simplified approach to valuation which does not require the recognition of periodic changes in credit risk, but rather the recognition of an Expected Credit Loss ("ECL") calculated over the entire life of the receivable.
Receivables are entirely written down when there is objective evidence that the Group will not be able to recover the receivable due from the counterparty on the basis of the contractual terms.
Objective evidence includes events such as:
• significant financial difficulties of the debtor;
- legal disputes with the debtor relating to receivables;
- the likelihood that the debtor will go bankrupt or that other financial restructuring procedures will be initiated.
The amount of the write-down is measured as the difference between the book value of the asset and the current value of the estimated future cash flows and recorded in the income statement. If the reasons for the previous write-downs cease to apply in subsequent periods, the value of the asset is reinstated up to the value that would have derived from the application of the amortised cost.
INVENTORY
Inventories are recorded at the lower between purchase or production cost and net realisable value, represented by the amount that the Group expects to obtain from their sale in the normal course of business, net of sale costs. The cost is determined using the FIFO method.
The cost of finished and semi-finished products includes design costs, raw materials, direct labour costs and other production costs (determined on the basis of normal operating capacity). The valuation of inventories does not include financial expense, which is charged to the income statement when incurred, as the timing conditions for capitalisation are not met.
Inventories of raw materials and semi-finished products that can no longer be used in the production cycle, and inventories of finished products that cannot be sold, are written down.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash and bank deposits available and other forms of short-term investment with an original maturity of three months or less.
NON-CURRENT ASSETS HELD FOR SALE
Non-current assets with a book value that will be recovered mainly through sale rather than through continuous use are classified as held for sale and reported separately from other assets in the statement of financial position. This condition is considered met when the sale is highly probable, and the asset or group of assets being disposed of is available for immediate sale in its present condition.
Non-current assets held for sale are not subject to amortisation and are measured at the lower between their book value and fair value, minus sale costs.
A discontinued operating asset represents a part of the enterprise that has been disposed of or classified as held for sale and (i) represents an important business unit or geographical area of activity; (ii) is part of a coordinated plan to dispose of an important business unit or geographical area of activity; or (iii) is a subsidiary acquired solely for the purpose of being resold.
The results of discontinued operating assets are disclosed separately in the income statement, net of tax effects. The corresponding figures for the previous year, if any, are reclassified and disclosed separately in the income statement, net of tax effects, for comparative purposes.
FINANCIAL PAYABLES
Financial payables are initially recognised at fair value, net of directly attributable accessory costs, and are subsequently measured at amortised cost, applying the effective interest rate method. In compliance with IFRS 9, they also include trade payables and payables of a varying nature. Financial payables are classified as current liabilities, except for those maturing more than twelve months after the balance sheet date and those for which the Group has an unconditional right to defer payment for at least twelve months after the reference date.
Financial payables are recorded at the date of negotiation of the transaction and are removed from the financial statements when they are extinguished and when the Group has transferred all the risks and charges relating to the instrument.
DERIVATIVE INSTRUMENTS
Derivatives are evaluated as securities held for trading and measured at fair value with a balancing entry in the income statement. They are classified under other current and non-current assets or liabilities.
Financial assets and liabilities with a balancing entry in the income statement are initially recognised and subsequently measured at fair value and the relative accessory costs are immediately expensed in the income statement. Profits and losses deriving from changes in the fair value of exchange rate derivatives are presented in the income statement under financial income and expense in the period in which they are recorded.
EMPLOYEE BENEFITS
Short-term benefits consist of wages, salaries, relative social security charges, payments in lieu of holidays and incentives in the form of bonuses payable in the twelve months following the balance sheet date. These benefits are recorded as components of personnel costs in the period in which the work is performed.
Defined-benefit plans, which also include severance indemnities due to employees pursuant to Article 2120 of the Italian Civil Code ("TFR"), include the amount of benefits payable to employees that can only be quantified after termination of employment, and are linked to one or more factors such as age, years of service and remuneration; consequently, the relative cost is recorded in the income statement on the basis of actuarial calculations. The liability recognised in the financial statements for defined benefit plans corresponds to the current value of the bond at the balance sheet date.
Obligations for defined benefit plans are determined annually by an independent actuary using the projected unit credit method. The current value of the defined benefit plan is determined by discounting future cash flows at an interest rate equal to that of high-quality corporate bonds issued in Euro, which takes into account the duration of the relative pension plan. Actuarial profits and losses arising from the abovementioned adjustments and changes in actuarial assumptions are recognised in the statement of comprehensive income.
As of 1 January 2007, the 2007 budget law and the relative implementation decrees introduced significant changes to the rules governing employee severance indemnities, including the possibility for employees to choose the destination of their accruing employee severance indemnities. In particular, new flows of severance indemnity may be allocated by the employee to selected pension schemes or kept within the company. In the case of allocation to external pension funds, the company is only required to pay a defined contribution to the fund chosen, and from that date the newly accrued amounts are considered defined contribution plans which are not subject to actuarial evaluation.
STOCK GRANT PLAN
In compliance with IFRS 2 - Share-based payments, the total amount of the current value of the stock grants at the assignment date is recognised entirely in the income statement under personnel costs, with a balancing entry recognised directly under shareholders' equity. If there is a "vesting period" in which certain conditions must be met (achievement of goals) for the assignees to become holders of the right, the cost of remuneration, determined on the basis of the current value of the shares at the assignment date, is recognised under personnel costs on a straight-line basis over the period between the assignment date and the vesting date, with a balancing entry recognised directly under shareholders' equity.
PROVISIONS FOR RISKS AND CHARGES
Provisions for risks and charges are set aside to hedge losses and specific expenses which definitely or probably exist but for which the amount or date of occurrence cannot be determined. The entry is recorded only when there is a current obligation, legal or implicit, for a future outflow of economic resources as a result of past events and it is probable that such outflow is necessary for the fulfilment of the obligation.
This amount represents the best estimate of the cost of extinguishing the obligation. The rate used to determine the current value of the liability reflects current market values and takes into account the specific risk associated with each liability.
When the financial effect of time is significant and the dates of payment of the obligations can be reliably estimated, the provisions are measured at the current value of the expected outlay using a rate that reflects market conditions, the change in the cost of money over time and the specific risk associated with the obligation. The increase in the value of the provision, determined by changes in the cost of money over time, is recorded as interest expense.
The risks for which the occurrence of a liability is only a possibility are indicated in the specific section providing information on potential liabilities and no provision is made for them.
TRADE PAYABLES AND OTHER LIABILITIES
Trade payables and other liabilities are initially recognised at fair value, net of directly attributable accessory costs, and are subsequently measured at amortised cost, applying the effective interest rate method.
EARNINGS PER SHARE
(a) Earnings per share - basic
Basic earnings per share is calculated by dividing the Group's share of profit by the weighted average number of ordinary shares in circulation during the year, excluding treasury shares.
(a) Earnings per share - diluted
Diluted earnings per share is calculated by dividing the Group's share of profit by the weighted average number of ordinary shares in circulation during the year, excluding treasury shares. To calculate diluted earnings per share, the weighted average number of shares in circulation is modified by assuming the exercise by all the assignees of rights that potentially have a diluting effect, while the Group's share of profit is adjusted to take into account any effects, net of taxes, of the exercise of such rights.
TREASURY SHARES
Treasury shares are recorded as a reduction in shareholders' equity. The original cost of the treasury shares and the revenues deriving from any subsequent sales are recorded as changes in shareholders' equity.
RECOGNITION OF REVENUES
On the basis of the five-stage model introduced by IFRS 15, the Group proceeds with the recognition of revenues after identifying the contracts with its customers and the relative services to be provided (transfer of goods and/or services), determining the payment to which it believes it is entitled in exchange for the provision of each of these services, and assessing the manner in which these services are to be provided (fulfilment at a given time versus fulfilment over time.)
When the above requirements are met, the Group applies the recognition rules described below. Revenues from the sale of products are recognised when control connected with ownership of the goods is transferred to the buyer, or when the customer acquires full capacity to decide on the use of the goods and to substantially reap all the benefits.
Revenues from services are recognised when they are rendered with reference to the state of progress. Revenues also include lease payments recognised on a straight-line basis throughout the duration of the contract.
Revenues are recognised at the fair value of the price received for the sale of products and services in the ordinary course of the Group's business. Revenues are recognised net of value added tax, expected returns, allowances, discounts and certain marketing activities carried out with the help of customers, the value of which depends on the revenues themselves.
RECOGNITION OF COSTS
Costs are recognised when they relate to goods and services purchased or consumed during the year or by systematic allocation. Cash discounts on invoices defined with technology suppliers are deducted from the purchase cost as the commercial component is considered to be the predominant component.
TAXES
Current taxes are determined on the basis of an estimate of taxable income, in compliance with the tax regulations applicable to Group companies.
Deferred tax assets and liabilities are calculated on the basis of all the differences that emerge between the taxable amount of an asset or liability and its book value, with the exception of goodwill upon initial recognition and those relating to differences arising from investments in subsidiaries, when the timing of reversal of these differences is subject to Group control and it is probable that they will not occur within a reasonably foreseeable period of time. Deferred tax assets, including those relating to previous tax losses, not offset by deferred taxes, are recognised to the extent that it is probable that future taxable income will be available to enable their recovery. Deferred tax assets and liabilities are determined using the tax rates that are expected to be applicable in the years in which the differences will be realised or extinguished.
Current, deferred tax assets and liabilities are recorded in the income statement under "Income taxes", with the exception of those relating to items recorded in the statement of comprehensive income other than net profit and those relating to items directly charged or credited to shareholders' equity. In the latter cases, deferred taxes are recorded in the statement of comprehensive income and directly under shareholders' equity. Deferred tax assets and liabilities are offset when they are applied by the same tax authority, there is a legal offsetting right and a settlement of the net balance is expected.
Other taxes not related to income, such as indirect taxes and duties, are included in the income statement under "Other operating costs".
2.4 Newly issued accounting standards
At the date of this Report, the competent bodies of the European Union had approved the adoption of the following accounting standards and amendments applied by the Group at 01 May 2019.
• On 13 January 2016, the IASB published the new IFRS 16 - Leases. This new standard replaces IAS 17. The main change concerns the recognition of leases by lessees who, under IAS 17, were required to make a distinction between financial leases (accounted for under an on-balance sheet treatment) and operating leases (recorded using the off balance sheet method). Under IFRS 16, operating leases will be classified in the same way as financial leases. Under the new standard, an asset (the right to use the leased item) and a financial liability to pay rents are recognised. The IASB has provided an optional exemption for certain low-value, short-term lease and lease contracts. This standard is applicable from 1 January 2019 and by the Sesa Group from 1 May 2019.
The Group has carried out an in-depth analysis of all the lease and rental contracts already in force as at 30 April 2019 in the light of the new accounting rules for leases envisaged by IFRS 16. The standard mainly influences the recognition of the Group's operating leases and lease contracts.
The main impacts on the Group's consolidated financial statements at 30 April 2020 are summarised below:
- Group statement of financial position: higher non-current assets due to the recognition of the "right to use leased assets" as a balancing entry to higher financial liabilities. At 30 April 2020, the new standard determined the recognition of amounts payable of Euro 20.8 million for financial leases and of Euro 20.6 million for intangible assets (rights of use);
- Group income statement: other nature, quantification, qualification and classification of expenses which envisages the recording of the "Amortisation of the right to use the asset" and "Financial expenses", in place of the "Costs for use of third party assets - operating lease instalments", as per IAS 17, with a consequent positive impact on EBITDA of Euro 5.9 million on an annual basis with the same scope of consolidation. At 30 April 2020, the new standard had a negative impact on the net result of Euro 241 thousand;
- In October 2017, the IASB published an amendment to IFRS 9 "On prepayment features with negative compensation". The amendment confirms that when a financial liability recognised at amortised cost is modified
without this leading to its de-recognition, the related gain or loss must be recognised immediately in the income statement. The gain or loss is measured as the difference between the previous cash flow and the cash flow restated to reflect the change. The amendments are effective for annual periods beginning on or after 1 January 2019.
- In December 2017, the IASB issued a set of amendments to IFRS (Annual Improvements to IFRSs 2015-2017 Cycle). The provisions approved have amended: (i) IFRS 3 "Business Combinations"; (ii) IFRS 11 "Joint arrangements"; (iii) IAS 12 "Income Taxes"; (iv) IAS 23 "Borrowing costs" in relation to the accounting treatment of loans originally linked to the development of a business. The amendments are effective for annual periods beginning on or after 1 January 2019.
- In October 2017, the IASB published an amendment to IAS 28 "Long-term Interests in Associates and Joint Ventures". The amendment clarifies the accounting treatment of investments in associates and joint ventures that are not evaluated using the equity method in accordance with IFRS 9. The amendments are effective for annual periods beginning on or after 1 January 2019.
- In February 2018, the IASB published an amendment to IAS 19 "Employee benefits" that introduces changes essentially aimed at requiring the use of updated actuarial assumptions in the calculation of current service cost and net interest for the period following a change in an existing defined benefit plan. The amendments are effective for annual periods beginning on or after 1 January 2019.
- In June 2017, the IASB published the interpretation IFRIC 23 "Uncertainty over Income Tax Treatments". The document provides guidance on how to reflect uncertainties in the tax treatment of a given phenomenon in the accounting for current and/or deferred income taxes. The amendments are effective for annual periods beginning on or after 1 January 2019.
The adoption of the amendments to the aforesaid standards, with the exception of that indicated with regard to IFRS 16, have had no significant effect on the consolidated financial statements.
At the date of this Report, the competent bodies of the European Union had approved the adoption of the following accounting standards and amendments not yet applicable by the Group.
- In October 2018, the IASB published a number of amendments to IFRS 3 that amend the definition of "business" in the context of acquisitions of companies or groups of assets. The amendments are effective from the year beginning 1 January 2020 and therefore from 1 May 2020.
- In October 2018, the IASB published a number of amendments to IAS 1 and IAS 8, clarifying the definition of "material information". The amendments are effective from the year beginning 1 January 2020 and therefore from 1 May 2020.
- In September 2019, the IASB published a number of amendments to IFRS 9, IAS 39 and IFRS 7, providing clarification in view of the reform on the interest rates applied to transactions carried between banks. The amendments are effective from the year beginning 1 January 2020 and therefore from 1 May 2020.
At the date of this Report, the competent bodies of the European Union had not yet completed the endorsement process necessary for the adoption of the following accounting standards and amendments.
- In May 2017, the IASB issued the new standard IFRS 17 "Insurance Contracts". The new standard will replace IFRS 4 and will be effective for annual periods beginning on or after 1 January 2023.
- In May 2020, the IASB published an amendment to IFRS 16 "Leases". The amendment makes it possible to neutralise changes in the payment of fees resulting from agreements between the parties in view of the negative effects of Covid-19. The amendment is effective from 1 June 2020.
- In January 2020, the IASB published an amendment to IAS 1 "Presentation of financial statements" which provides clarification on the classification of liabilities between current and non-current. The amendment is applicable from 1 January 2022.
- In May 2020, the IASB published amendments to IFRS 3 "Business combinations", IAS 16 "Property, plant and equipment" and IAS 37 "Provisions, contingent liabilities and contingent assets". Amendments to IFRS 1 "First-time Adoption of IFRS", IFRS 9 "Financial Instruments", IAS 41 "Agriculture" and the illustrative examples annexed to IFRS 16 "Leases" were also published. These changes will be applicable from 1 January 2022.
The Group will adopt these new standards, amendments and interpretations, on the basis of the expected date of application, and will assess their potential impacts, when they are approved by the European Union.
3 Financial Risk Management
The Group's assets are exposed to the following risks: market risk (defined as exchange and interest rate risk), credit risk, liquidity risk and capital risk.
The Group's risk management strategy aims to minimise potential negative effects on the Group's financial performance. Some types of risk are mitigated by using derivative instruments. Risk management is centralised in the treasury function, which identifies, evaluates and hedges financial risks in close collaboration with the Group's operating units. The treasury function provides indications for monitoring risk management, as well as indications for specific areas, concerning interest rate risk, exchange rate risk and the use of derivative and non-derivative instruments.
MARKET RISK
The Group is exposed to market risks with regard to interest rates and exchange rates.
Interest Rate Risk
Exposure to interest rate risk mainly derives from the fact that Group companies carry out a commercial activity characterised by a negative financial requirement during certain periods of the year. This need is hedged through the sale of receivables, loans and credit lines at floating rates. The Group did not consider it appropriate to activate specific financial instruments to hedge interest rate risks, as, considering the current level of financial indebtedness and interest rates, these would, on the whole, be inconvenient compared to any benefits.
The amount of floating rate debt not hedged against the interest rate risk represents the main risk element due to the possible impact on the income statement as a result of an increase in market interest rates.
On the basis of an analysis of the Group's indebtedness, it should be noted that all long-term and short-term debts as at 30 April 2020 are at floating rates.
Exchange Rate Risk
The Group is active exclusively on the Italian market and its exposure to exchange rate risk is limited to a few minor purchases and sales of goods in US dollars. In order to reduce the exchange rate risk deriving from expected assets, liabilities and cash flows in foreign currencies, the Group uses forward contracts to hedge cash flows in currencies other than the Euro. The Group mainly establishes the exchange rates of the functional currencies of the Group companies (Euro) against the US dollar, as some purchases and sales of consumables and goods are denominated in US dollars. In fact, it is the Group's policy to hedge, where possible, commercial forecast flows in US dollars deriving from certain or highly probable contractual commitments. The maturity of existing forward contracts does not exceed 12 months. The instruments adopted by the Group do not meet all the requirements necessary to be recorded in accordance with the rules of hedge accounting.
At 30 April 2020 there were 49 forward contracts in force, twenty of which had a negative fair value of Euro 33 thousand and 29 of which had a positive fair value of Euro 51 thousand.
CREDIT RISK
Credit risk essentially derives from receivables from customers for the sale of products and services. As regards credit risk relating to the management of financial and cash resources, deposited on a pro tempore basis with credit institutions, the Group has procedures in place to ensure that relations are maintained with high-profile and secure independent counterparties. As at 30 April 2020, almost all of the financial and cash resources are deposited with rated or investment grade counterparties.
To mitigate credit risk related to commercial counterparties, the Group has implemented procedures aimed at ensuring that sales of products are carried out with customers considered reliable on the basis of past experience and available information, as well as using risk hedging procedures using credit insurance and/or non-recourse factoring contracts. Furthermore, the Group constantly monitors its commercial exposure and ensures that receivables are collected in compliance with the contractual deadlines.
With reference to trade receivables, the riskiest situation concerns relations with resellers. The collections and payment times of these receivables are, therefore, monitored constantly. The amount of financial assets considered doubtful and not significant is however hedged by appropriate accruals to the provision for bad debts, which also consider the current pandemic. See note 22 for more details on the provision for bad debts.
The following table provides a breakdown of current trade receivables as at 30 April 2020 and 30 April 2019, grouped by due date, net of the portion of the provision for bad debts.
| (Euro thousands) | As at 30 April 2020 | As at 30 April 2019 |
|---|---|---|
| Yet to mature | 341,378 | 322,321 |
| Expired by 0-90 days | 39,409 | 31,635 |
| Expired by 90-180 days | 5,778 | 3,460 |
| Expired by 180-360 days | 3,271 | 3,774 |
| Expired by over 360 days | 3,809 | 3,123 |
| Total | 393,645 | 364,314 |
LIQUIDITY RISK
Liquidity risk is associated with the Group's ability to fulfil its commitments deriving mainly from financial liabilities. Prudent management of the liquidity risk arising from the Group's normal operations implies maintaining an adequate level of cash and cash equivalents and the availability of funds obtainable through an adequate amount of credit lines.
It should also be noted that:
- there are different sources of financing, with different banks;
- there are no significant concentrations of liquidity risk with regard to both financial assets and sourcing of funding.
The following tables show the expected cash flows in future years for financial liabilities at 30 April 2020 and 30 April 2019:
| As at 30 April 2020 (Euro thousands) |
Book value | Within 12 months |
Between 1 and 5 years |
Over 5 years |
|---|---|---|---|---|
| Current and non-current loans | 224,334 | 67,783 | 156,551 | |
| Short-term loans | 50,460 | 50,460 | ||
| Advances received from factoring companies | 849 | 849 | ||
| Financial liabilities for rights of use | 38,601 | 8,114 | 17,702 | 12,785 |
| Exchange rate derivatives | ||||
| Trade payables | 379,066 | 379,066 | ||
| Other current and non-current payables | 93,798 | 93,798 |
| As at 30 April 2019 (Euro thousands) |
Book value | Within 12 months |
Between 1 and 5 years |
Over 5 years |
|---|---|---|---|---|
| Current and non-current loans | 164,346 | 59,095 | 105,251 | |
| Short-term loans | 22,571 | 22,571 | ||
| Advances received from factoring companies | 2,856 | 2,856 | ||
| Financial lease liabilities | 18,899 | 1110 | 4,658 | 13,131 |
| Exchange rate derivatives |
| Trade payables | 326,009 | 326,009 | |
|---|---|---|---|
| Other current and non-current payables | 75,897 | 75,897 |
CAPITAL RISK
The Group's goal in terms of capital risk management is mainly to safeguard business continuity so as to guarantee returns for shareholders and benefits for other stakeholders. The Group also aims to maintain an optimal capital structure in order to reduce the cost of borrowing.
FINANCIAL ASSETS AND LIABILITIES BY CATEGORY
With reference to the classification and valuation of financial assets, it should be noted that the financial assets held by the group are valued:
-at amortised cost in the case of financial assets relating to the "hold to collect" business model;
-at fair value, recorded under other comprehensive income components in the case of financial assets relating to the "hold to collect and sell" business model.
A financial asset representing a debt instrument that is not measured at amortised cost or FVTOCI is measured at fair value, recording the effects in the income statement.
The fair value of trade receivables and other financial assets, trade payables and other payables and other financial liabilities, recorded under "current" items of the consolidated statement of financial position measured using the amortised cost method, as these are mainly assets underlying commercial transactions the settlement of which is envisaged in the short term, does not differ from the book values of the financial statements at 30 April 2020 and 30 April 2019. Non-current financial assets and liabilities are settled or measured at market rates and their fair value is therefore deemed to be substantially in line with current book values.
The following table provides a breakdown of financial assets and liabilities by category at 30 April 2020 and 30 April 2019:
| As at 30 April 2020 (Euro thousands) |
Assets and liabilities at amortised cost |
Assets at FVOCI | Assets and liabilities at FVPL |
Derivative financial instruments |
Total |
|---|---|---|---|---|---|
| Assets | |||||
| Current trade receivables | 393,645 | 393,645 | |||
| Other current and non-current assets | 48,287 | 10,985 | 69 | 59,341 | |
| Cash and cash equivalents | 368,466 | 368,466 | |||
| Total assets | 810,398 | 10,985 | 69 | 821,452 | |
| Liabilities | |||||
| Current and non-current loans | 263,034 | 12,609 | 275,643 | ||
| Financial liabilities for rights of use | 38,601 | 38,601 | |||
| Trade payables | 379,066 | 379,066 | |||
| Other current liabilities | 93,765 | 33 | 93,798 | ||
| Total liabilities | 774,466 | 12,609 | 33 | 787,108 | |
| As at 30 April 2019 | Assets and liabilities at amortised cost |
Assets at FVOCI | Assets and liabilities at |
Derivative financial |
Total |
| FVPL | instruments | |||
|---|---|---|---|---|
| (Euro thousands) | ||||
| Assets | ||||
| Current trade receivables | 364,314 | 364,314 | ||
| Other current and non-current assets | 45,817 | 14,115 | 50 | 59,982 |
| Cash and cash equivalents | 249,074 | 249,074 | |
|---|---|---|---|
| Total assets | 659,205 | 14,115 50 |
673,370 |
| Liabilities | |||
| Current and non-current loans | 200,704 | 7,968 | 208,672 |
| Trade payables | 326,009 | 326,009 | |
| Other current liabilities | 75,896 | 1 | 75,897 |
| Total liabilities | 602,609 | 7,968 1 |
610,578 |
FAIR VALUE MEASUREMENT
IFRS 13 defines fair value as the price that would be received for the sale of an asset or paid for the transfer of a liability at the measurement date in a free transaction between market operators.
The fair value of financial instruments listed on an active market is based on the market prices on the closing date. The fair value of instruments that are not listed on an active market is determined using valuation techniques based on a series of methods and assumptions linked to market conditions at the balance sheet date.
The following table shows the classification of the fair values of financial instruments on the basis of the following hierarchical levels:
Level 1 Fair value determined by reference to quoted (unadjusted) prices on active markets for identical financial instruments;
Level 2 Fair value determined using valuation techniques with reference to variables observable on active markets; Level 3 Fair value determined using valuation techniques with reference to variables that cannot be observed on active markets;
The table below shows the assets and liabilities that, at 30 April 2020, were measured and recorded at fair value, indicating the hierarchical level of their fair value:
| (Euro thousands) | Level 1 | Level 2 | Level 3 |
|---|---|---|---|
| Assets measured at fair value: | |||
| Derivative financial instruments | 69 | ||
| Assets available for sale | |||
| Investments in other companies | 10,985 | ||
| Other Assets | |||
| Total | 69 | 10,985 | |
| Liabilities measured at Fair Value | |||
| Derivative financial instruments | 33 | ||
| Financial liabilities at fair value through profit or loss | 3,504 | ||
| Other Liabilities | 9,105 | ||
| Total | 12,642 |
Derivative financial instruments include forward currency transactions entered into by the Group to manage the exchange rate risk on certain supplies in currencies other than the Euro. The fair value of assets and liabilities was determined using the exchange rates in foreign currency observed at the date of preparation of the financial statements.
Other assets include shares in mutual funds issued by leading brokers and recorded at fair value according to data observable on the active market and an insurance policy measured at fair value on the basis of redemption value.
Derivative financial instruments include the fair value (MtM) of forward transactions in the Euro/Dollar category at 30 April 2020.
Non-current equity investments in other companies refer to companies that are not listed on an active market. These equity investments are evaluated at cost, net of any permanent impairments. The evaluation of these investments therefore represents the best approximation of the fair value.
Financial liabilities at fair value and other liabilities include financial payables for contractual earn-outs and payables for put options issued on shares of companies over which the Group has already acquired control. The valuation was determined on the basis of the net expected value of the earn-out and exercise of the put options.
The following tables show the changes in Level 1, Level 2 and Level 3 during the year ended 30 April 2020:
| (Euro thousands) | Level 1 |
|---|---|
| Balance at 30.04.2019 | - |
| Profits and (losses) through profit or loss | |
| Increases/(Decreases) | |
| Balance at 30.04.2020 | - |
| Total | - |
| (Euro thousands) | Level 2 |
| Balance at 30.04.2019 | (7,902) |
| Profits and (losses) through profit or loss | (14) |
| Increases/(Decreases) | (4,657) |
| Balance at 30.04.2020 | (12,573) |
| Total | (12,573) |
| (Euro thousands) | Level 3 |
| Balance at 30.04.2019 | 14,115 |
| Profits and (losses) through profit or loss | (382) |
| Increases/(Decreases) | (2,748) |
| Balance at 30.04.2020 | 10,985 |
| Total | 10,985 |
4 Estimates and Assumptions
The preparation of the financial statements requires the application by the directors of accounting standards and methods that, in some circumstances, are based on difficult and subjective assessments and estimates based on historical experience and assumptions that are considered reasonable and realistic in relation to the relative circumstances. The application of these estimates and assumptions influences the amounts reported in the financial statements, the statement of financial position, the income statement, the statement of comprehensive income, the statement of cash flows and the notes provided. The final results of the financial statement items for which the above estimates and assumptions have been used may differ from those reported in financial statements that record the effects of the occurrence of the estimated event, due to the uncertainty that characterises the assumptions and the conditions on which the estimates are based.
Here is a brief description of the areas that require greater subjectivity on the part of directors in making estimates and for which a change in the conditions underlying the assumptions used could have a significant impact on the financial data.
(a) Reduction of value of assets
In compliance with the accounting standards applied by the Group, property, plant and equipment, intangible assets and investment properties are tested for impairment, which should be recognised through a write-down, when there are indications that it may be difficult to recover their net book value through use. Verification of the existence of the above indicators requires directors to make subjective assessments based on information available within the Group and on the market, as well as on historical experience. Moreover, if it is determined that a potential reduction in value may have been generated, the Group proceeds to determine said value using appropriate evaluation techniques. The correct identification of the elements that indicate the existence of a potential reduction in the value of property, plant and equipment, intangible assets and investment property, as well as the estimates for their determination, depend on factors that may vary over time, influencing the evaluations and estimates made by the directors.
(b) Amortisation and Depreciation
The cost of property, plant and equipment and intangible assets is depreciated/amortised on a straight-line basis over the estimated useful life of the relative assets. The useful economic life of these assets is determined by the directors at the moment of purchase; it is based on historical experience for similar assets, market conditions and advances regarding future events that could have an impact on the useful life of the assets, including any changes in technology. Consequently, the actual economic life may differ from the estimated useful life.
(c) Provision for bad debts
The provision for bad debts reflects the estimated losses on the Group's portfolio of receivables. Provisions have been made for losses expected on receivables, calculated on the whole life of the receivable. Estimates and assumptions are reviewed on a regular basis and the effects of each change are reflected in the income statement in the year to which they refer.
(d) Inventory obsolescence provision
The Group uses the inventory obsolescence provision to hedge probable losses in the value of inventories. The determination of these provisions involves the assumption of estimates based on current knowledge of factors that may change over time, thus generating final results that may differ significantly from those taken into account in the preparation of this report.
(e) Employee benefits
The current value of the pension funds recorded in the consolidated financial statements depends on an independent actuarial calculation and on the various assumptions taken into consideration. Any changes in assumptions and in the discount rate used are promptly reflected in the calculation of the current value and could have a significant impact on the data in the financial statements. The assumptions used for the actuarial calculation are reviewed annually.
The current value is determined by discounting future cash flows at an interest rate equal to that of high-quality corporate bonds issued in the currency in which the liability will be liquidated, and which takes into account the duration of the relative pension plan. For further information, see notes 27 Employee benefits and 11 Personnel costs.
5 Business combinations
The most significant business combinations carried out during the year include the following: the acquisition of the majority of the capital of Gencom Srl and the establishment of the Business Services Sector (BS Sector).
In May 2019, 60% of the capital of Gencom Srl was acquired through the subsidiary Yarix Srl. Gencom Srl is a company based in Forlì with 25 human resources, operating in the networking and collaboration sector in support of Digital Security projects, was acquired through the subsidiary Yarix Srl, with annual revenues of approximately Euro 10 million. The company has been included in the scope of consolidation since May 2019.
The Business Services Sector offers process outsourcing, security and digital transformation services for the finance sector, through Base Digitale SpA, the subsidiary set up in February 2020 with the aim of expanding the Sesa Group's operations in an additional market segment, with primary customers including some of Italy's leading banking groups. The Business Services Sector includes B.Services Srl, Globo Informatica Srl and ABS Technology Srl. Sesa SpA entered the capital of Base Digitale SpA in February 2020.
In compliance with IFRS 3, the fair values of assets, liabilities and potential liabilities were determined at 30 April 2020.
The following table provides details of the fair values of the assets and liabilities acquired for all the companies included in the scope of consolidation at 30 April 2020:
| Gencom Srl |
Citiemme Srl |
SSA Infor. Srl |
Apra Comp. System Srl |
East Serv. Srl |
VG Centro Srl |
Kleis Srl |
Pico Srl |
B. Services Srl |
Base Digitale Srl |
ABS Tech. SpA |
Total | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Intangible assets | 7,421 | 287 | 1,153 | 1,709 | 3,824 | - | 214 | 351 | 169 | 2,013 | 65 | 17,206 |
| Property, plant and equipment |
550 | 40 | 28 | 285 | 374 | 3 | 5 | 1,445 | 78 | 301 | 3,109 | |
| Other current and non current assets |
1,481 | 128 | 99 | 164 | 7 | 237 | 43 | 2,171 | 8,078 | 2,045 | 1,302 | 15,755 |
| Inventory | 239 | - | - | 99 | 152 | - | 2 | 286 | 130 | - | 988 | 1,896 |
| Trade receivables | 2,165 | 1,861 | 270 | 791 | 887 | 225 | 195 | 6,102 | 5,408 | 9,743 | 27,647 | |
| Cash and cash equivalents | 1,463 | 599 | 360 | 400 | 561 | 31 | 36 | 712 | 1,951 | 73 | 45 | 6,231 |
| Assets purchased | 13,319 | 2,915 | 1,910 | 3,448 | 5,805 | 496 | 495 | 11,067 | 15,814 | 4,131 | 12,444 | 71,844 |
| Non-current loans | 29 | 62 | 5,627 | 5,718 | ||||||||
| Employee benefits | 234 | 589 | 42 | 547 | 408 | 23 | 26 | 362 | 742 | 359 | 3,332 | |
| Current loans | - | 18 | 8 | 2 | 1 | - | - | - | 29 | |||
| Deferred tax liabilities | 2,129 | 82 | 330 | 492 | 870 | 62 | 89 | 580 | 4,634 | |||
| Trade payables | 3,206 | 748 | 187 | 158 | 818 | 56 | 27 | 3,118 | 7,597 | 8,648 | 24,563 | |
| Other liabilities | 1,269 | 763 | 490 | 931 | 870 | 124 | 163 | 321 | 7,474 | 3,436 | 15,723 | |
| Liabilities purchased | 6,867 | 2,200 | 1,057 | 2,192 | 2,967 | 203 | 278 | 9,517 | 15,813 | 580 | 12,443 | 53,999 |
| Non-controlling interests | (477) | (251) | (72) | (7) | (32) | (3,526) | (4,365) | |||||
| Net assets purchased | 5,975 | 464 | 853 | 1,184 | 2,838 | 286 | 185 | 1,550 | 1 | 25 | 1 | 13,480 |
The price paid for the purchases made during the year is shown below:
| (Euro thousands) | Gencom Srl |
Citiemme Srl |
SSA Infor. Srl |
Apra Comp. System Srl |
East Serv. Srl |
VG Centr o Srl |
Kleis Srl |
Pico Srl |
B. Services Srl |
Base Digitale Srl |
ABS Tech. SpA |
Total |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Price | 5,975 | 464 | 853 | 1,184 | 2,838 | 286 | 185 | 1,550 | 1 | 25 | 1 | 13,362 |
| Cash and cash equivalents acquired |
1,463 | 599 | 360 | 400 | 561 | 31 | 36 | 712 | 1,951 | 73 | 45 | 6,231 |
| Price net of Cash and cash equivalents acquired |
(4,512) | (135) | 493 | 784 | 2,277 | 255 | 149 | 838 | (1,950) | (48) | (44) | 7,131 |
6 Sector Disclosures
The criteria applied to identify the business segments reported are in line with the methods used by management to manage the Group. In particular, the structure of the business segments reported corresponds to the structure of the reports regularly analysed by the Board of Directors for the purposes of managing the Group's business. Specifically, the main dimension of management analysis used by the Group is that relating to the following operating segments:
- The VAD Sector includes activities related to the Value-Added Distribution (VAD) of technological innovation solutions, with focus on the Data Centre, Enterprise Software, Networking and Collaboration, Security and Cloud Computing segments. The VAD Sector is managed by the wholly owned subsidiary Computer Gross SpA;
- the Software and System Integration Sector (SSI) offers technological innovation and digital transformation solutions for companies in the SME and Enterprise segments. The Software and System Integration Sector is managed by the wholly owned subsidiary Var Group SpA;
- the Business Services Sector (BS) offers process outsourcing, security and digital transformation services for the finance segment. The BS Sector is managed by the subsidiary Base Digitale SpA;
- The Corporate Sector comprises activities related to the strategic governance and management of the Group's operating machinery and financial platform, centralised within the parent company Sesa SpA. For the main operating companies of the group in particular, the Administration, Finance and Audit, Human Resources, Organisation, Information Technology, Investor Relations, Corporate Affairs and Governance, Legal and Internal Audit functions are managed by the parent company, Sesa SpA. The supply of logistics services applied to ICT is managed for the
main operating companies by the wholly owned subsidiary ICT Logistica Srl. Marketing services in support of the ICT Channel are supplied by Idea Point Srl;
The Group's management assesses the performance of the various operating segments, using the following indicators:
- revenues from third parties by operating segment;
- Ebitda defined as the profit for the year before depreciation and amortisation, accruals to the provision for bad debts, accruals to the provisions for risks, notional costs relating to stock grant plans assigned to executive directors, financial income and expense, profit (loss) of companies measured using the equity method and taxes;
- profit for the year.
As Ebitda is not identified as an accounting measure by the IFRS (Non-GAAP Measures), its quantitative determination might not be unequivocal. Ebitda is a measure used by management to monitor and evaluate the operating performance of Group companies.
The criterion for determining the Ebitda reported above and applied by the Group may not be consistent with that adopted by other companies or groups, so its value may not be comparable with that determined by them.
| Year ended 30 April 2020 | Year ended 30 April 2019 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (Euro thousands) | Value Added Distribution |
Software and System Integration |
Business Services |
Corporate | Eliminations | Value Added Distribution |
Software and System Integration |
Corporate | Eliminations | ||
| Third-party revenues | 1,367,341 | 385,744 | 7,827 | 1,729 | 1,762,641 | 1,204,342 | 333,566 | 1,946 | 1,539,854 | ||
| Inter-sector revenues | 76,845 | 3,093 | 137 | 15,590 | 95,665 | 90,942 | 2,649 | 12,870 | 106,461 | ||
| Revenues | 1,444,186 | 388,837 | 7,964 | 17,319 | (95,665) | 1,762,641 | 1,295,284 | 336,215 | 14,816 | (106,461) | 1,539,854 |
| Other income | 7,734 | 7,476 | 209 | 2,870 | (4,905) | 13,384 | 6,010 | 6,581 | 2,323 | (4,163) | 10,751 |
| Total revenues and other income |
1,451,920 | 396,313 | 8,173 | 20,189 | (100,570) | 1,776,025 | 1,301,294 | 342,796 | 17,139 | (110,624) | 1,550,605 |
| Consumables and goods for resale |
(1,348,562) | (149,474) | (2,322) | (217) | 71,355 | (1,429,220) | (1,206,257) | (134,344) | (206) | 81,853 | (1,258,954) |
| Costs for services and rent, leasing and similar costs |
(31,111) | (118,504) | (3,294) | (9,567) | 29,072 | (133,404) | (30,001) | (107,191) | (8,633) | 28,532 | (117,293) |
| Personnel costs | (16,400) | (89,133) | (1,989) | (7,241) | (114,763) | (15,865) | (74,034) | (6,419) | (96,318) | ||
| Other operating costs | (2,593) | (1,424) | (12) | (262) | 143 | (4,148) | (2,603) | (983) | (222) | 114 | (3,694) |
| Ebitda | 53,254 | 37,778 | 556 | 2,902 | - | 94,490 | 46,568 | 26,244 | 1,659 | (125) | 74,346 |
| Amortisation, depreciation, write-downs and other non monetary costs |
(9,339) | (19,007) | (278) | (1,969) | (30,593) | (9,495) | (10,862) | (1,271) | - | (21,628) | |
| Operating Result (EBIT) | 43,915 | 18,771 | 278 | 933 | - | 63,897 | 37,073 | 15,382 | 388 | (125) | 52,718 |
| Net financial income and expense |
(2,217) | (1,377) | (87) | (25) | - | (3,706) | (3,206) | (1,144) | (50) | - | (4,400) |
| Profit before taxes | 41,698 | 17,394 | 191 | 908 | - | 60,191 | 33,867 | 14,238 | 338 | (125) | 48,318 |
| Income taxes | (12,081) | (5,361) | (24) | (537) | (18,003) | (10,013) | (4,622) | (316) | (5) | (14,956) | |
| Profit for the year | 29,617 | 12,033 | 167 | 371 | - | 42,188 | 23,854 | 9,616 | 22 | (130) | 33,362 |
| Profit attributable to non controlling interests |
349 | 3,829 | 83 | - | 13 | 4,274 | 264 | 3,827 | - | (13) | 4,078 |
| Profit attributable to the Group |
29,268 | 8,204 | 84 | 371 | (13) | 37,914 | 23,590 | 5,789 | 22 | (117) | 29,284 |
The following table shows information about results of operations by operating sector for the years ended 30 April 2020 and 30 April 2019.
The following table shows the financial information by operating sector for the years ended 30 April 2020 and 30 April 2019.
| Year ended 30 April 2020 | Year ended 30 April 2019 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (Euro thousands) | Value Added Distribution |
Software and System Integration |
Business Services |
Corporate | Eliminations | Value Added Distribution |
Software and System Integration |
Corporate | Eliminations | ||
| Intangible assets | 3,461 | 64,607 | 4,093 | 2,112 | 74,273 | 3,251 | 50,640 | 110 | 54,001 | ||
| Property, plant and equipment | 10,668 | 22,707 | 346 | 620 | 34,341 | 39,391 | 17,738 | 642 | 57,771 | ||
| Right of use | 31,862 | 13,991 | 3,449 | 315 | 49,617 | ||||||
| Investment property | 281 | 9 | 290 | 290 | 290 | ||||||
| Equity Investments valued at equity | 9,127 | 3,202 | 778 | (949) | 12,158 | 7,388 | 2,072 | 818 | (248) | 10,030 | |
| Receivables for deferred tax assets | 4,810 | 3,297 | 1,308 | 553 | (67) | 9,901 | 4,055 | 3,454 | 392 | (67) | 7,834 |
| Other non-current receivables and assets | 4,419 | 8,510 | 247 | 76,260 | (73,912) | 15,524 | 7,859 | 9,507 | 70,225 | (68,361) | 19,230 |
| TOTAL NON-CURRENT ASSETS | 64,628 | 116,314 | 9,443 | 80,647 | (74,928) | 196,104 | 61,944 | 83,411 | 72,477 | (68,676) | 149,156 |
| Inventory | 75,713 | 14,404 | 1,313 | (303) | 91,127 | 66,053 | 16,294 | (303) | 82,044 | ||
| Current trade receivables | 290,451 | 114,296 | 10,662 | 4,874 | (26,638) | 393,645 | 282,069 | 108,709 | 4,658 | (31,122) | 364,314 |
| Current tax receivables | 319 | 4,754 | 182 | 52 | 5,307 | 188 | 3,774 | 89 | 4,051 | ||
| Other current receivables and assets | 12,303 | 28,839 | 2,754 | 9,047 | (9,126) | 43,817 | 14,356 | 26,069 | 10,583 | (10,256) | 40,752 |
| Cash and cash equivalents | 235,037 | 111,101 | 15,017 | 7,311 | 368,466 | 179,812 | 60,704 | 8,558 | 249,074 | ||
| TOTAL CURRENT ASSETS | 613,823 | 273,394 | 29,928 | 21,284 | (36,067) | 902,362 | 542,478 | 215,550 | 23,888 | (41,681) | 740,235 |
| Non-current assets held for sale | |||||||||||
| TOTAL ASSETS | 678,451 | 389,708 | 39,371 | 101,931 | (110,995) | 1,098,466 | 604,422 | 298,961 | 96,365 | (110,357) | 889,391 |
| Share capital | 40,000 | 3,800 | 50 | 37,127 | (43,850) | 37,127 | 40,000 | 3,800 | 37,126 | (43,799) | 37,127 |
| Share premium reserve | 4,051 | 3,484 | 33,144 | (7,535) | 33,144 | 4,051 | 33,144 | (4,051) | 33,144 | ||
| Other reserves and profits carried forward | 163,577 | 10,238 | (162) | 15,718 | (23,250) | 166,121 | 144,902 | 8,855 | 15,848 | (20,591) | 149,014 |
| TOTAL SHAREHOLDERS' EQUITY ATTRIBUTABLE TO THE GROUP | 203,577 | 18,089 | 3,372 | 85,989 | (74,635) | 236,392 | 184,902 | 16,706 | 86,118 | (68,441) | 219,285 |
| Shareholders' equity attributable to non-controlling interests | 1,974 | 12,316 | 3,371 | (194) | 17,467 | 1,667 | 11,787 | (117) | 13,337 | ||
| TOTAL SHAREHOLDERS' EQUITY | 205,551 | 30,405 | 6,743 | 85,989 | (74,829) | 253,859 | 186,569 | 28,493 | 86,118 | (68,558) | 232,622 |
| Non-current loans | 62,643 | 92,908 | 2,500 | (1,500) | 156,551 | 76,549 | 52,991 | (6,500) | 123,040 | ||
| Financial liabilities for non-current rights of use | 18,220 | 9,644 | 2,446 | 177 | 30,487 | ||||||
| Employee benefits | 2,326 | 25,393 | 1,264 | 2,039 | 31,022 | 1,800 | 20,608 | 1,924 | 24,332 | ||
| Non-current provisions | 447 | 1,318 | 15 | 1,780 | 3,531 | 1,064 | 4,595 | ||||
| Deferred tax liabilities | 3,026 | 13,994 | 1,482 | 622 | (239) | 18,885 | 2,649 | 10,793 | (6) | (239) | 13,197 |
| TOTAL NON-CURRENT LIABILITIES | 86,662 | 143,257 | 7,707 | 2,838 | (1,739) | 238,725 | 84,529 | 85,456 | 1,918 | (6,739) | 165,164 |
| Current loans | 66,017 | 50,037 | 1,992 | 1,063 | (17) | 119,092 | 48,972 | 36,660 | 85,632 | ||
| Financial liabilities for current rights of use | 2,386 | 4,383 | 1,205 | 140 | 8,114 | ||||||
| Trade payables | 303,711 | 89,356 | 16,215 | 4,025 | (34,241) | 379,066 | 272,632 | 83,795 | 4,388 | (34,806) | 326,009 |
| Current tax payables | 652 | 2,835 | 72 | 2,243 | 10 | 5,812 | 463 | 2,989 | 605 | 10 | 4,067 |
| Other current liabilities | 13,472 | 69,435 | 5,437 | 5,633 | (179) | 93,798 | 11,257 | 61,568 | 3,336 | (264) | 75,897 |
| TOTAL CURRENT LIABILITIES | 386,238 | 216,046 | 24,921 | 13,104 | (34,427) | 605,882 | 333,324 | 185,012 | 8,329 | (35,060) | 491,605 |
| TOTAL LIABILITIES | 472,900 | 359,303 | 32,628 | 15,942 | (36,166) | 844,607 | 417,853 | 270,468 | 10,247 | (41,799) | 656,769 |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 678,451 | 389,708 | 39,371 | 101,931 | (110,995) | 1,098,466 | 604,422 | 298,961 | 96,365 | (110,357) | 889,391 |
7 Revenues
Group revenues are generated mainly in Italy. Foreign sales of the subsidiaries Computer Gross Spa, Var Group Spa and PBU-CAD-System GMBH, amount to Euro 29,183 thousand. The revenues item is detailed as follows:
| Year ended 30 April | ||
|---|---|---|
| (Euro thousands) | 2020 | 2019 |
| Sale of solutions, software and accessories | 1,533,864 | 1,351,131 |
| Development of software and other services | 99,547 | 97,481 |
| Hardware and software assistance | 103,870 | 74,089 |
| Marketing activities | 10,243 | 9,264 |
| Other sales | 15,117 | 7,889 |
| Total | 1,762,641 | 1,539,854 |
Group revenues of Euro 1,762,641 thousand as at 30 April 2020 recorded an increase of 14.5% compared to the previous year, favoured by sales of IT solutions and software, up 13.5% compared to 30 April 2019, and services both in the IT design area (developments, consultancy and other services) and in the infrastructure area (assistance, cloud computing, etc.) which increased 40.2% during the year compared to 30 April 2019.
8 Other Income
The item in question is detailed as follows:
| Year ended 30 April | ||
|---|---|---|
| (Euro thousands) | 2020 | 2019 |
| Transport activities | 1,398 | 1,092 |
| Capital gains on disposals | 596 | 49 |
| Commissions | 1,356 | 1,585 |
| Leases and rents | 239 | 261 |
| Training courses | 191 | 65 |
| Other income | 9,604 | 7,699 |
| Total | 13,384 | 10,751 |
The Other income item refers mainly to the recovery of transport costs.
9 Consumables and goods for resale
The item in question is detailed as follows:
| Year ended 30 April | ||
|---|---|---|
| (Euro thousands) | 2020 | 2019 |
| Purchase of hardware | 961,258 | 864,940 |
| Purchase of software | 465,716 | 391,357 |
| Consumables and other purchases | 2,246 | 2,657 |
|---|---|---|
| Total | 1,429,220 | 1,258,954 |
10 Costs for Services and rent, leasing and similar costs
The item in question is detailed as follows:
| Year ended 30 April | ||
|---|---|---|
| (Euro thousands) | 2020 | 2019 |
| Technical assistance for hardware and software maintenance | 51,796 | 42,367 |
| Consulting activities | 30,222 | 26,160 |
| Agents' commissions and contributions | 8,476 | 9,343 |
| Rentals and hires | 3,602 | 8,227 |
| Marketing | 6,280 | 5,461 |
| Transport | 4,282 | 3,758 |
| Insurance policies | 2,606 | 1,970 |
| Utilities | 2,302 | 2,164 |
| Logistics and warehouse storage | 1,363 | 2,102 |
| Support and training expenses | 1,326 | 1345 |
| Maintenance | 5,061 | 3,948 |
| Other service expenses | 17,621 | 11,508 |
| Total | 134,937 | 118,353 |
The reduction in the Rents and Hires item reflects the application of IFRS 16 from 1 May 2019, resulting in the reversal of payments for the renting and hire of buildings and cars for a total of Euro 5.9 million. The growth in other service components reflects the growth in sales of services, particularly in the Managed Services, Digital Security, ERP & Industry Solutions and Digital Solutions Business Units of the SSI Sector.
11 Personnel Costs
The item in question is detailed as follows:
| Year ended 30 April | ||
|---|---|---|
| (Euro thousands) | 2020 | 2019 |
| Wages and salaries | 79,243 | 66,059 |
| Social security payments | 22,401 | 18,507 |
| Contributions to defined contribution pension funds | 5,066 | 4,163 |
| Contributions to pension funds for defined benefits | 100 | 69 |
| Reimbursements and other personnel costs | 7,953 | 7,520 |
| Total | 114,763 | 96,318 |
The following table shows the average and precise number of Group employees:
| Average number of employees for the year ended April 30 |
Number of employees at 30 April | ||||
|---|---|---|---|---|---|
| (In units) | 2020 | 2019 | 2020 | 2019 | |
| Executives | 21 | 19 | 22 | 20 | |
| Middle Management | 189 | 146 | 208 | 170 | |
| Office Staff | 2,014 | 1,606 | 2,317 | 1,710 | |
| Total | 2,224 | 1,771 | 2,547 | 1,900 |
12 Other Operating Costs
The item in question is detailed as follows:
| Year ended 30 April | |||
|---|---|---|---|
| (Euro thousands) | 2020 | 2019 | |
| Accrual to the bad debt provision (net of recoveries) | 6,649 | 6,572 | |
| Expenses and commissions for the assignment of receivables without recourse | 1,773 | 1,748 | |
| Duties and taxes | 768 | 709 | |
| Capital losses on disposals | 17 | 25 | |
| Losses on receivables | 130 | 46 | |
| Provisions for risks and charges | 738 | 2,302 | |
| Other operating costs | 1,460 | 1,166 | |
| Total | 11,535 | 12,568 |
13 Amortisation and Depreciation
The item in question is detailed as follows:
| Year ended 30 April | |||
|---|---|---|---|
| (Euro thousands) | 2020 2019 |
||
| Intangible assets | 6,771 | 4,660 | |
| Amortisation of right of use | 6,791 | ||
| Property, plant and equipment | 8,111 | 7,034 | |
| Total | 21,673 | 11,694 |
14 Share of profits from companies valued at equity
A breakdown of the changes in the value of equity investments in associated companies measured using the equity method in the years ended 30 April 2020 and 30 April 2019 is provided below:
| Year ended 30 April | |||
|---|---|---|---|
| (Euro thousands) | 2020 | 2019 | |
| Opening balance | 10,030 | 9,179 | |
| Acquisitions and capital increases | 980 | 1,407 | |
| Sales and liquidations | (1,293) | ||
| Dividends received | (273) | (202) | |
| Profit/(loss) of companies valuated at equity | 1,698 | 823 | |
| Reclassifications | (277) | 116 | |
| Closing balance | 12,158 | 10,030 |
Among the acquisitions, we should highlight the purchase of a further stake in Kolme Srl (rising from 20% to 33.3%) at the cost of Euro 363 thousand and the 20% stake in zero12 Srl for Euro 200 thousand.
The following table shows the share of the results of the main associated companies and the aggregate value of their assets, liabilities and revenues:
| (Euro thousands) | Total assets | Total liabilities | Revenues | Profit (loss) for the year |
% held |
|---|---|---|---|---|---|
| 30 April 2020 | |||||
| ATTIVA SPA | 73,929 | 42,583 | 420,228 | 3,586 | 21.0% |
| M.K. ITALIA S.r.l. | 1,693 | 1,194 | 5,718 | 161 | 45.0% |
| STUDIO 81 DATA SYSTEM SRL | 1,972 | 1,512 | 3,769 | 222 | 50.0% |
| KOLME Srl | 6,127 | 4,249 | 38,197 | 827 | 33.3% |
| WEBGATE SRL | 649 | 9 | 628 | 136 | 30.0% |
15 Financial Income and Expense
The item in question is detailed as follows:
| Period ended 30 April | |||
|---|---|---|---|
| (Euro thousands) | 2020 | 2019 | |
| Interest expense on sales of receivables | 1,673 | 1,159 | |
| Expenses and commissions for sales of receivables with recourse | 121 | 247 | |
| Bank and loan interest expense | 485 | 334 | |
| Other interest payable | 1,155 | 1,444 | |
| Commissions and other financial expense | 2,514 | 2,622 | |
| Financial expense related to severance indemnities | 263 | 309 | |
| Total financial expense | 6,211 | 6,115 | |
| Interest income on other short-term receivables | 736 | 625 | |
| Other financial income. | 142 | 362 | |
| Bank interest income | 27 | 25 | |
| Dividends from shareholdings | 272 | 20 |
| Total financial income | 1,177 | 1,032 |
|---|---|---|
| Total financial income and charges (a) | (5,034) | (5,083) |
| Losses on exchanges | (3,371) | (2,425) |
| Gains on exchanges | 3,001 | 2,285 |
| Total exchange gains and losses (b) | (370) | (140) |
| Net financial expense (a+b) | (5,404) | (5,223) |
Net financial charges present a net negative balance of Euro 5,404 thousand at 30 April 2020, an increase compared to a negative balance of Euro 5,223 thousand at 30 April 2019, mainly due to exchange gains and losses (net balance of exchange losses and gains), which goes from a negative balance of Euro 140 thousand at 30 April 2019 to a negative balance of Euro 370 thousand at 30 April 2020. Financial income and charges, which shows a net negative balance of Euro 5,034 thousand at 30 April 2020, down slightly from the balance at 30 April 2019, reflects the efficient management of the Group's financial requirements considering the 14.5% increase in annual turnover.
16 Income Taxes
The item in question is detailed as follows:
| Year ended 30 April | ||||
|---|---|---|---|---|
| (Euro thousands) | 2020 | 2019 | ||
| Current taxes | 19,388 | 16,092 | ||
| Deferred tax liabilities | (1,385) | (1,136) | ||
| Taxes relating to previous years | ||||
| Total | 18,003 | 14,956 |
The following table shows the reconciliation of the theoretical tax burden with the actual tax burden for the years ended 30 April 2020 and 30 April 2019.
| Year ended 30 April | |||||
|---|---|---|---|---|---|
| (Euro thousands) | 2020 | 2019 | |||
| Result before taxes | 60,191 | 48,318 | |||
| Theoretical taxes | 14,446 | 11,596 | |||
| Taxes relating to previous years | (35) | 92 | |||
| Subsidised taxation on dividends | 158 | 125 | |||
| Permanent differences | 754 | 908 | |||
| IRAP (regional tax on production); including other changes | 2,680 | 2,235 | |||
| Actual tax charge | 18,003 | 14,956 |
17 Intangible Assets
The item in question and relative changes are detailed as follows:
| (Euro thousands) | Client list | Software and other intangible assets |
Technological know-how |
Total | |
|---|---|---|---|---|---|
| Balance as at 30 April 2019 | 15,063 | 6,108 | 32,830 | 54,001 | |
| Of which: | - | ||||
| - historical cost | 21,791 | 14,602 | 36,166 | 72,559 | |
| - accumulated amortisation | (6,728) | (8,494) | (3,336) | (18,558) | |
| Change in the scope of consolidation | 4,155 | 160 | 13,159 | 17,474 | |
| Investments | 2,271 | 4,184 | 3,114 | 9,569 | |
| Disinvestments | ) | ||||
| Amortisation | (2,086) | (2,204) | (2,481) | (6,771) | |
| Balance as at 30 April 2020 | 19,403 | 8,248 | 46,622 | 74,273 | |
| Of which: | - | ||||
| - historical cost | 28,217 | 18,946 | 52,439 | 99,602 | |
| - accumulated amortisation | (8,814) | (10,698) | (5,817) | (25,329) |
The balance of intangible fixed assets as at 30 April 2020 consists mainly of client lists and technological know-how which increased during the year mainly following the entry into the scope of consolidation of the companies Gencom Srl, Kleis Srl, SSA Informatica Srl, Citiemme Srl, East Service Srl and Pico Srl.
18 Property, plant and equipment
The item in question and relative changes are detailed as follows:
| (Euro thousands) | Land | Buildings | Office equipment |
Leasehold Improvements |
Other property, plant and equipment |
Right of use |
Total |
|---|---|---|---|---|---|---|---|
| Balance as at 30 April 2018 | 7,950 | 25,056 | 10,771 | 3,967 | 7,477 | 55,221 | |
| Of which: | |||||||
| - historical cost | 7,950 | 28,353 | 24,937 | 7,082 | 14,061 | 82,383 | |
| - accumulated depreciation | (3,297) | (14,166) | (3,115) | (6,584) | (27,162) | ||
| Investments | 667 | 7,655 | 321 | 558 | 9,201 | ||
| Disinvestments | (174) | (17) | (20) | (26) | (237) | ||
| Change in the scope of consolidation |
81 | 335 | 80 | 124 | 620 | ||
| Depreciation | (888) | (3,876) | (960) | (1,310) | (7,034) | ||
| Other changes | |||||||
| Balance as at 30 April 2019 | 8,698 | 24,329 | 14,613 | 3,308 | 6,823 | 57,771 | |
| Financial Lease IFRS 16 balance as at 01 May 2019 |
7,400 | 22,107 | 211 | - | 382 | 30,100 | |
| New Application IFRS 16 balance as at 01 May 2019 |
12,818 | 12,818 | |||||
| Balance as at 01 May 2019 | 1,298 | 2,222 | 14,402 | 3,308 | 6,441 | 42,918 | 70,589 |
| Of which: | |||||||
| - historical cost | 1,298 | 3,029 | 32,070 | 7,383 | 13,776 | 47,297 | 47,297 |
| - accumulated depreciation | (807) | (17,668) | (4,075) | (7,335) | (4,379) | (4,379) | |
| Investments | 353 | 1,025 | 341 | 688 | 752 | 4,949 | 8,108 |
| Disinvestments | 150 | 1,378 | 8,369 | 597 | 1,316 | 8,541 | 20,351 |
| Change in the scope of consolidation |
(37) | (62) | (89) | (188) |
| Depreciation | (153) | (5,601) | (886) | (1,471) | (6,791) | (14,902) | |
|---|---|---|---|---|---|---|---|
| Other changes | |||||||
| Balance as at 30 April 2020 | 1,801 | 4,435 | 17,449 | 3,707 | 6,949 | 49,617 | 83,958 |
| Of which: | - | ||||||
| - historical cost | 1,801 | 5,395 | 40,718 | 8,668 | 15,755 | 60,787 | 133,124 |
| - accumulated depreciation | (960) | (23,269) | (4,961) | (8,806) | (11,170) | (49,166) |
Investments in the purchase of office equipment recorded during the year refer mainly to investments in technology for the provision of IT services and solutions by Var Group SpA to customers, as well as the servers and storage needed to increase the cloud computing services of the cloud company Leonet4cloud Srl.
19 Investment Property
The item in question and relative changes are detailed as follows:
| (Euro thousands) | Land | Buildings | Total |
|---|---|---|---|
| Balance as at 30 April 2018 | 281 | 9 | 290 |
| Of which: | |||
| - historical cost | 281 | 10 | 291 |
| - accumulated depreciation | (1) | (1) | |
| Depreciation | |||
| Disinvestments | |||
| Balance as at 30 April 2019 | 281 | 9 | 290 |
| Of which: | |||
| - historical cost | 281 | 10 | 291 |
| - accumulated depreciation | (1) | (1) | |
| Investments | |||
| Disinvestments | |||
| Depreciation | |||
| Balance as at 30 April 2020 | 281 | 9 | 290 |
20 Deferred tax assets and liabilities
The expected maturity of deferred tax assets and liabilities can be broken down as follows:
| As at 30 April | |||
|---|---|---|---|
| (Euro thousands) | 2020 | 2019 | |
| Receivables for deferred tax assets within 12 months | 7,984 | 7,235 | |
| Receivables for deferred tax assets after 12 months | 1,917 | 599 | |
| Total receivables for deferred tax assets | 9,901 | 7,834 | |
| Deferred tax liabilities within 12 months | |||
| Deferred tax liabilities after 12 months | 18,885 | 13,197 | |
| Total deferred tax liabilities | 18,885 | 13,197 |
Net changes in these items are detailed as follows:
| As at 30 April | ||
|---|---|---|
| (Euro thousands) | 2020 | 2019 |
| Opening balance | (5,363) | (4,807) |
| Of which: | ||
| - receivables for deferred tax assets | 7,834 | 6,532 |
| - deferred tax liabilities | 13,197 | 11,339 |
| Change in the scope of consolidation | (5,311) | (2,077) |
| Impact on income statement | 1,384 | 1,136 |
| Impact on statement of comprehensive income | 306 | 385 |
| Closing balance | (8,984) | (5,363) |
| Of which: | ||
| - receivables for deferred tax assets | 9,901 | 7,834 |
| - deferred tax liabilities | 18,885 | 13,197 |
Changes in receivables for deferred tax assets can be broken down as follows:
| Receivables for deferred tax assets (Euro thousands) |
Differences in value of property, plant and equipment and intangible assets |
Provisions for risks and charges and other provisions |
Employee benefits |
Other entries |
Total |
|---|---|---|---|---|---|
| Balance as at 30 April 2018 | 2,281 | 3,693 | 198 | 360 | 6,532 |
| Change in the scope of consolidation | 290 | 149 | 439 | ||
| Impact on income statement | 85 | 869 | (91) | 863 | |
| Impact on statement of comprehensive income | |||||
| Balance as at 30 April 2019 | 2,656 | 4,711 | 198 | 269 | 7,834 |
| Change in the scope of consolidation | 1,107 | 1,107 | |||
| Impact on income statement | 102 | 858 | 0 | 960 | |
| Impact on statement of comprehensive income | |||||
| Balance as at 30 April 2020 | 3,865 | 5,569 | 198 | 269 | 9,901 |
Changes in deferred tax liabilities can be broken down as follows:
| Deferred tax liabilities (Euro thousands) |
Differences in value of property, plant and equipment and intangible assets |
Employee benefits |
Other entries | Total |
|---|---|---|---|---|
| Balance as at 30 April 2018 | 11,121 | (273) | 491 | 11,339 |
| Change in the scope of consolidation | 2,163 | 353 | 2,516 | |
| Impact on income statement | (633) | 75 | 285 | (273) |
| Impact on statement of comprehensive income | (385) | (385) | ||
| Balance as at 30 April 2019 | 12,651 | (583) | 1,129 | 13,197 |
| Change in the scope of consolidation | 5,947 | 471 | 6,418 | |
| Impact on income statement | (492) | 68 | (424) | |
| Impact on statement of comprehensive income | (306) | (306) | ||
| Balance as at 30 April 2020 | 18,106 | (811) | 1,600 | 18,885 |
Receivables for deferred tax assets refer to accruals to provisions for obsolescence, bad debts and risks, which will be deductible for tax purposes only when the loss becomes certain, as well as to intangible assets deducted from shareholders' equity upon transition to IFRS.
Deferred tax liabilities relate mainly to property, plant and equipment and intangible assets (client lists and technological know-how) for which the value deductible for tax purposes is lower than the book value.
21 Other current and non-current receivables
The item in question is detailed as follows:
| As at 30 April | |||
|---|---|---|---|
| (Euro thousands) | 2020 | 2019 | |
| Non-current receivables from others | 4,179 | 4,487 | |
| Non-current equity investments in other companies | 10,985 | 14,115 | |
| Non-current securities | 16 | ||
| Other non-current tax receivables | 310 | 612 | |
| Non-current receivables from associated companies | 50 | ||
| Total other non-current receivables and assets | 15,524 | 19,230 | |
| Current receivables from others | 15,731 | 15,695 | |
| Other current tax receivables | 6,707 | 7,400 | |
| Accrued income and prepaid expenses | 20,901 | 16,969 | |
| Derivative assets | |||
| Other current securities | 478 | 688 | |
| Current receivables from non-consolidated group companies | |||
| Total other current receivables and assets | 43,817 | 40,752 |
Non-current receivables from others mainly include receivables relating to VAT recovery for invoices issued to customers subject to bankruptcy proceedings.
Non-current equity investments in other companies refer to companies that are not listed on an active market, the fair value of which cannot be measured reliably; therefore, these equity investments are evaluated at cost, net of any impairments. These include the investments in DV Holding SpA and Cabel Holding SpA.
Non-current investments in other companies can be broken down as follows:
| As at 30 April | ||
|---|---|---|
| (Euro thousands) | 2020 | 2019 |
| Opening balance | 14,115 | 5,759 |
| Acquisitions and revaluations | 1,833 | 5,268 |
| Sales, write-downs and impairment | (4,597) | (542) |
| Reclassifications | (367) | 3,630 |
| Closing balance | 10,984 | 14,115 |
The increase in Non-current equity investments during the year includes the acquisition of 51% of Endurance Srl (Euro 445 thousand), 100% of Var Engage Srl (Euro 381 thousand) and 19% of Emme & Emme Informatica Srl (Euro 205 thousand). The reduction in this item is due mainly to the sale of the investment in ITF Srl by Computer Gross SpA.
22 Inventory
The item in question is detailed as follows:
| As at 30 April | ||
|---|---|---|
| (Euro thousands) | 2020 | 2019 |
| Finished products and goods for resale | 88,604 | 81,174 |
| Work in progress and semi-finished products | 2,523 | 870 |
| Total | 91,127 | 82,044 |
Finished products and goods for resale are shown net of the provision for obsolescence, changes in which are shown in the following table.
| (Euro thousands) | Provision for obsolescence of finished products and goods for resale |
|---|---|
| Balance as at 30 April 2019 | 1,731 |
| Net change | 22 |
| Balance as at 30 April 2020 | 1,753 |
23 Current Trade Receivables
The item in question is detailed as follows:
| As at 30 April | ||
|---|---|---|
| (Euro thousands) | 2020 | 2019 |
| Trade receivables | 412,335 | 377,757 |
| Provision for bad debts | (20,387) | (15,353) |
| Trade receivables net of the provision for bad debts | 391,948 | 362,404 |
| Receivable from associates | 1,697 | 1,910 |
| Total current trade receivables | 393,645 | 364,314 |
(*) To provide a better representation, trade receivables are shown net of the balance relating to customers subject to proceedings for bankruptcy and composition with creditors equating to Euro 29,248 thousand at 30 April 2020, compared to Euro 29,115 thousand at 30 April 2019. These positions have been fully written down with the recording of a specific provision.
The table below shows changes in the provision for bad debts:
| (Euro thousands) | Provision for bad debts |
|---|---|
| Balance as at 30 April 2018 | 13,402 |
| Accrual to provision | 6,933 |
| Use and other changes | (5,055) |
| Change in the scope of consolidation | 73 |
| Balance as at 30 April 2019 | 15,353 |
| Accrual to provision | 7,483 |
|---|---|
| Use and other changes | (2,623) |
| Change in the scope of consolidation | 174 |
| Balance as at 30 April 2020 | 20,387 |
24 Cash and Cash Equivalents
The item in question is detailed as follows:
| As at 30 April | |||
|---|---|---|---|
| (Euro thousands) | 2020 | 2019 | |
| Bank and post office deposits | 368,106 | 248,606 | |
| Cheques | 316 | 425 | |
| Cash | 44 | 43 | |
| Total cash and cash equivalents | 368,466 | 249,074 |
The following table shows the Group's cash and cash equivalents by currency at 30 April 2020 and 30 April 2019:
| As at 30 April | |||
|---|---|---|---|
| (Euro thousands) | 2020 | 2019 | |
| Cash and cash equivalents in euro | 364,824 | 246,330 | |
| Cash and cash equivalents in foreign currency | 3,642 | 2,744 | |
| Total cash and cash equivalents | 368,466 | 249,074 |
25 Shareholders' Equity
Share capital
At 30 April 2020, the fully subscribed and paid-up share capital of the Parent Company amounted to Euro 37,127 thousand and consisted of 15,494,590 ordinary shares, all with no nominal value. The Company has no Warrants or shares other than ordinary shares.
As at 30 April 2020, the parent company Sesa SpA held 87,961 shares, equating to 0.568% of the share capital, purchased at an average price of 37.5 euro under the treasury share purchase plan approved by the shareholders' meeting of 27 August 2019. In application of the international accounting standards, these instruments are deducted from the company's shareholders' equity.
At 30 April 2020, 87,961 treasury shares were held, for a total value of Euro 3,300 thousand.
The table below provides details of changes in shares in circulation and treasury shares during the year:
| Number of shares | |
|---|---|
| Situation as at 30 April 2019 | |
| Shares issued | 15,494,590 |
| Treasury shares in portfolio | 65,742 |
| Shares in circulation | 15,428,848 |
| Changes during the year |
| Assignment of shares in execution of the Stock Grant Plan | 42,000 |
|---|---|
| Purchase of treasury shares | 64,219 |
| Situation as at 30 April 2020 | |
| Shares issued | 15,494,590 |
| Treasury shares in portfolio | 87,961 |
| Shares in circulation | 15,406,629 |
The shareholders who, as at 30 April 2020, hold a significant investment in the Issuer's share capital with voting rights are the following:
| Declarant | Direct shareholder | Number of shares with voting rights held |
% of total share capital with voting rights |
|---|---|---|---|
| HSE S.p.A. | ITH S.p.A. | 8,183,323 | 52.814% |
There are no other shareholders, other than those mentioned above, with a significant investment (more than 5%) that have communicated to Consob and Sesa SpA pursuant to art. 117 of Consob Regulation no. 11971/99 on notification requirements for significant investments.
Other reserves
The "Other reserves" and "Minority actuarial profit (loss) reserve" items can be broken down as follows:
| (Euro thousands) | Legal reserve |
Treasury shares |
Group actuarial gain (loss) reserve |
Miscellaneous reserves |
Total Other reserves |
Minority actuarial gain (loss) reserve |
|---|---|---|---|---|---|---|
| As at 30 April 2018 | 1,879 | (959) | (1,397) | 2,200 | 1,723 | (391) |
| Actuarial gain(loss) for employee benefits - gross |
(951) | (951) | (655) | |||
| Actuarial gain(loss) for employee benefits - tax effect |
228 | 228 | 157 | |||
| Purchase of treasury shares | (1,739) | (1,739) | ||||
| Sale of treasury shares | ||||||
| Distribution of dividends | (544) | (544) | ||||
| Assignment of Stock Grants | 1,059 | (1,022) | 37 | |||
| Vesting of Stock Grant plans | 1,022 | 1,022 | ||||
| Allocation of profit for the year | 461 | 460 | ||||
| Change in the scope of consolidation and other changes |
(5,876) | (5,876) | ||||
| As at 30 April 2019 | 2,340 | (1,639) | (2,120) | (4,220) | (5,639) | (889) |
| Actuarial gain(loss) for employee benefits - gross |
(1,117) | (1,117) | (160) | |||
| Actuarial gain(loss) for employee benefits - tax effect |
268 | 268 | 38 | |||
| Purchase of treasury shares | (2,765) | (2,765) | ||||
| Sale of treasury shares | ||||||
| Distribution of dividends | ||||||
| Assignment of Stock Grants | 1,104 | (1,104) | ||||
| Vesting of Stock Grant plans | 1,533 | 1,533 | ||||
| Allocation of profit for the year | 520 | 136 | 656 | |||
| Change in the scope of consolidation and other changes |
(10,699) | (10,699) |
| As at 30 April 2020 2,860 (3,300) |
(2,969) (14,354) (17,763) |
(1,011) |
|---|---|---|
| ----------------------------------------- | --------------------------------- | --------- |
Dividends
On 25 September 2019, a dividend of Euro 0.63 per share was distributed, approved by the Shareholders' Meeting on 27 August 2019. The profit distributed by the Parent Company Sesa SpA totalled Euro 9.76 million, net of dividends on treasury shares held in portfolio at the date for which there has been a formal waiver.
Earnings per Share
The following table shows the calculation of basic and diluted earnings per share.
| Period ended 30 April | |||||
|---|---|---|---|---|---|
| (in Euro, unless otherwise specified) | 2020 | 2019 | |||
| Profit for the year - Group share in Euro thousands | 37,914 | 29,284 | |||
| Average number of ordinary shares (*) | 15,432,951 | 15,447,125 | |||
| Earnings per share - basic | 2.46 | 1.90 | |||
| Average number of ordinary shares and warrants (*) | 15,494,590 | 15,494,590 | |||
| Earnings per share - diluted | 2.45 | 1.89 |
(*) Monthly weighted average of shares in circulation, net of treasury shares in portfolio.
(**) Monthly weighted average of shares in circulation, net of treasury shares in portfolio and including the impact of Stock Options/Grants (within the limit of treasury shares in portfolio), Warrants and/or convertible bonds.
Other comprehensive income components:
| (in Euro thousands, unless otherwise specified) | Provision for result |
Group Total | Equity attributable to non controlling interest |
Total other Comprehensive Income Components |
|---|---|---|---|---|
| As at 30 April 2020 | ||||
| Items that cannot be reclassified to the income statement | ||||
| Actuarial gains / (losses) for employee benefits | (849) | (849) | (122) | (971) |
| Total | (849) | (849) | (122) | (971) |
| Items that can be reclassified to the income statement | ||||
| Total | - | - | - | - |
| Other Comprehensive Income Components | (849) | (849) | (122) | (971) |
26 Current and Non-current Loans
The table below provides a breakdown of this item at 30 April 2020 and 30 April 2019:
| As at 30 April 2020 (Euro thousands) |
Within 12 months |
Between 1 and 5 years |
Over 5 years | Total | |
|---|---|---|---|---|---|
| Long-term loans | 67,783 | 156,551 | 224,334 | ||
| Short-term loans | 50,460 | 50,460 |
| Advances received from factoring companies | 849 | 849 | |||
|---|---|---|---|---|---|
| Financial liabilities for right of use | 8114 | 17,702 | 12,785 | 38,601 | |
| Total | 127,206 | 174,253 | 12,785 | 314,244 | |
| As at 30 April 2019 | Within 12 | Between 1 and 5 | |||
| (Euro thousands) | months | years | Over 5 years | Total | |
| Long-term loans | 59,095 | 105,251 | 164,346 | ||
| Short-term loans | 22,571 | 22,571 | |||
| Advances received from factoring companies | 2,856 | 2,856 | |||
| Financial lease liabilities | 1110 | 4,658 | 13,131 | 18,899 | |
| Total | 85,632 | 109,909 | 13,131 | 208,672 |
The table below summarises the main loans in place with a residual nominal value of more than Euro 5,000 thousand:
| (Euro thousands) | As at 30 April | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Funding entity | Original amount |
Company | New loan | Expiry | Rate applied | 2020 | of which current |
2019 | of which current |
2018 | of which current |
| BNL BNP Paribas S.p.A. | 25,000 | Var Group S.p.A. |
Feb-20 | Feb-25 | APR 0.58% | 25,000 | 2,500 | ||||
| Ubi - B.P.Comm.e Ind. | 25,000 | Var Group S.p.A. |
Feb-20 | Feb-23 | APR 0.58% | 25,000 | 8,333 | ||||
| BNL BNP Paribas S.p.A. | 25,000 | Computer Gross S.p.A |
Jul-19 | Jul-24 | APR 0.80% | 22,500 | 3,750 | ||||
| Banca Intesa S.p.A. | 20,000 | Var Group S.p.A. |
Mar-20 | Mar-25 | APR 0.87% | 20,000 | 4,000 | ||||
| Ubi - B.P.Comm.e Ind. | 20,000 | Computer Gross S.p.A |
Jun-18 | Jun-21 | APR 0.64% | 8,375 | 6,695 | 15,032 | 6,657 | ||
| Ubi - B.P.Comm.e Ind. | 15,000 | Computer Gross S.p.A |
Jun-19 | Jun-22 | APR 0.94% | 11,285 | 4,990 | ||||
| Banca MPS S.p.A. | 10,000 | Computer Gross S.p.A |
Feb-20 | Jun-25 | APR 0.69% | 10,000 | 1,000 | ||||
| Banca Popolare Emilia Romagna S.p.A. |
10,000 | Computer Gross S.p.A |
Sep-19 | Sep-23 | APR 0.70% | 8,764 | 2,484 | ||||
| Unicredit S.p.A. | 10,000 | Computer Gross S.p.A |
May-19 | May-22 | APR 0.84% | 7,500 | 3,333 | ||||
| Banca BPM S.p.A. | 10,000 | Computer Gross S.p.A |
May-18 | Jun-23 | APR 0.56% | 6,527 | 1,998 | 8,516 | 1,987 | ||
| Banca BPM S.p.A. | 10,000 | Var Group S.p.A. |
Mar-18 | Mar-23 | APR 0.49% | 6,524 | 2,499 | 8,017 | 1,991 | 10,000 | 1,983 |
| Unicredit S.p.A. | 10,000 | Var Group S.p.A. |
Jul-18 | Jul-23 | APR 0.98% | 6,500 | 2,000 | 8,500 | 2,000 | ||
| Unicredit S.p.A. | 10,000 | Var Group S.p.A. |
Dec-17 | Dec-22 | APR 0.82% | 5,549 | 2,004 | 7,537 | 1,988 | 9,509 | 1,972 |
It should be noted that the loans in progress do not include asset or financial covenants but essentially clauses for the forfeiture of the benefit of the term in the event of cross default or change of control, with the exception of the following:
- Euro 5.0 million (residual value Euro 2.2 million) subscribed by Var Group SpA with Banca CR Firenze in May 2017 (maturity 2022);
- Euro 10.0 million (residual value Euro 6.5 million) subscribed by Var Group SpA with Banco BPM SpA in March 2018 (maturity 2023);
- Euro 25.0 million subscribed by Var Group SpA with UbiBanca in February 2020 (maturity 2023);
- Euro 25.0 million subscribed by Var Group SpA with BNL BNP Paribas S.p.A. in February 2020 (maturity 2025);
- Euro 20.0 million subscribed by Var Group SpA with Banca Intesa S.p.A. in March 2020 (maturity 2025).
These loans require compliance with certain ratios of net financial position/shareholders' equity and/or net financial position/Ebitda of the SSI Sector. In the financial year ended 30 April 2020, the above parameters were complied with.
The table below summarises the financial lease agreements, including the main ones relating to the properties located in Empoli owned by Computer Gross SpA taken out with Leasint SpA:
| (Euro thousands) | As at 30 April | |||||||
|---|---|---|---|---|---|---|---|---|
| Funding entity | New loan | Expiry | 2020 | of which current |
2019 | of which current |
2018 | of which current |
| Leasint SpA | May-18 | May-30 | 3,998 | 324 | 4,318 | 320 | ||
| Leasint SpA | Jan-17 | May-30 | 7,043 | 414 | 7,446 | 403 | 7,880 | 689 |
| Leasint SpA | Sep-13 | May-30 | 496 | 24 | 518 | 22 | 541 | 40 |
| Leasint SpA | Oct-10 | May-30 | 5,931 | 292 | 6,218 | 287 | 6,516 | 484 |
| Leasint SpA | Dec-08 | Sep-25 | 321 | 82 | 399 | 78 | 472 | 74 |
| Dell Bank International Limited | May-15 | Jun-18 | 11 | 11 | ||||
| Total | 17,789 | 1,136 | 18,899 | 1,110 | 15,420 | 1,298 |
The following table summarises the minimum payments of financial lease liabilities:
| As at 30 April | |||
|---|---|---|---|
| (Euro thousands) | 2020 | 2019 | |
| Minimum payments due | |||
| Within 12 months | 1,524 | 1,524 | |
| Between 1 and 5 years | 8,394 | 6,060 | |
| Over 5 years | 10,583 | 14,442 | |
| 20,502 | 22,026 | ||
| Future financial expenses | (2,712) | (3,127) | |
| Current value of financial lease liabilities | 17,789 | 18,899 |
As at 30 April 2020 and 30 April 2019, the Group's financial debt was represented by borrowings denominated in Euro.
A summary of the Group's net financial position is provided below:
| As at 30 April | ||||
|---|---|---|---|---|
| (Euro thousands) | 2020 | 2019 | ||
| A. | Cash | 44 | 42 | |
| B. | Cheques and bank and post office deposits | 368,422 | 249,032 | |
| C. | Securities held for trading | |||
| D. | Liquidity (A) + (B) + (C) | 368,466 | 249,074 | |
| E. | Current financial receivables | 478 | 1,352 | |
| F. | Current bank payables | 51,309 | 25,427 | |
| G. | Current part of non-current debt | 67,783 | 59,095 | |
| H. | Other current financial payables | 8,114 | 1,110 | |
| I. | Current financial debt (F) + (G) + (H) | 127,206 | 85,632 | |
| J. | Net current financial debt (I) + (E) + (D) | (241,738) | (164,794) | |
| K. | Non-current bank payables | 156,551 | 105,251 | |
| L. | Bonds issued | |||
| M. | Other non-current payables | 30,487 | 17,789 | |
| N. | Non-current financial debt (K) + (L) + (M) | 187,038 | 123,040 | |
| O. | Net financial debt (J) + (N) | (54,700) | (41,754) |
27 Employee Benefits
This item includes the provision for severance indemnities (TFR) for employees of Group companies.
Changes in this item are detailed as follows:
| Year ended 30 April | |||
|---|---|---|---|
| (Euro thousands) | 2020 | 2019 | |
| Opening balance | 24,332 | 20,495 | |
| Service cost | 2,229 | 1,741 | |
| Bond interest | 263 | 309 | |
| Uses and advances | (582) | (698) | |
| Actuarial loss/(gain) | 1,277 | 1,606 | |
| Change in the scope of consolidation and purchase of business branches | 3,503 | 879 | |
| Closing balance | 31,022 | 24,332 |
The actuarial assumptions used to calculate defined benefit pension plans are detailed in the following table:
| As at 30 April | |||
|---|---|---|---|
| (Euro thousands) | 2020 | 2019 | |
| Economic assumptions | |||
| Rate of inflation | 1.00% | 1.50% | |
| Discount rate | 0.88% | 1.06% | |
| TFR increase rate | 2.25% | 2.63% |
With regard to the discount rate, the iBoxx Eurozone Corporates AA index with a duration of 10+ was used as the reference at the various valuation dates, in line with the residual average term of the staff subject to assessment.
Sensitivity analysis
In accordance with the requirements of IAS 19R, a sensitivity analysis was carried out on the basis of changes in the main actuarial assumptions included in the calculation model. In detail, the most significant assumptions were increased and decreased, i.e. the average annual discount rate, the average annual inflation rate and the turn-over rate, respectively, by half, a quarter and two percentage points.
| (Euro thousands) | Scenarios | Past service liability |
|---|---|---|
| Annual discounting rate | 0.50% | 29,242 |
| -0.50% | 31,820 | |
| Average annual rate of inflation | 0.50% | 31,054 |
| -0.50% | 29,934 | |
| Turnover rate | 0.50% | 30,321 |
| -0.50% | 30,652 |
28 Provisions for Risks and Charges
Changes in these items are detailed as follows:
| (Euro thousands) | Provision for agents' pension plans |
Other risk provisions | Total | |
|---|---|---|---|---|
| As at 30 April 2019 | 555 | 4,040 | 4,595 | |
| Change in the scope of consolidation | 36 | 116 | 152 |
| Accruals to provisions | 390 | 447 | 837 |
|---|---|---|---|
| Uses | (3) | (3,801) | (3,804) |
| Discharges | |||
| As at 30 April 2020 | 978 | 802 | 1,780 |
Changes in Other Provisions for Risks during the year particularly reflect:
-
provisions for sundry charges of Euro 447 thousand attributable to certain contractual obligations of Var Group SpA and Computer Gross SpA, which are expected to be settled in the coming financial year;
-
uses amounting to Euro 3.8 million mainly following the cost incurred in May 2019 (Euro 3.5 million) for the subsidised settlement, pursuant to article 6 of Decree Law 119/2008 (converted with amendments by Law 136/2018), of the VAT disputes of Computer Gross SpA relating to the sale of non-taxable goods pursuant to article 8, paragraph 2, of Presidential Decree 633/72, for tax periods 2010, 2011 and 2012.
At the date of preparation of this annual report, there were no further significant tax claims.
29 Other Current Liabilities
The item in question is detailed as follows:
| As at 30 April | |||
|---|---|---|---|
| (Euro thousands) | 2020 | 2019 | |
| Accrued liabilities and deferred income | 51,836 | 41,357 | |
| Tax payables | 10,032 | 6,990 | |
| Payable to personnel | 17,924 | 14,453 | |
| Other payables | 5,713 | 5,131 | |
| Payable to social security institutions | 4,056 | 3,329 | |
| Advances from customers | 4,204 | 4636 | |
| Derivative liabilities | 33 | 1 | |
| Total other current liabilities | 93,798 | 75,897 |
30 Further information
Potential Liabilities
We are not aware of the existence of further tax disputes or proceedings that could have significant repercussions on the Group' s economic and financial situation.
Further disclosures
There is no further relevant information to report.
Commitments
As at 30 April 2020, the Group had not undertaken any commitments not reflected in the financial statements.
Directors' and Statutory Auditors' Fees
The following is a breakdown of the remuneration of the directors and statutory auditors of the Parent Company, gross of social security and tax contributions for the year, paid by Sesa SpA and other Group companies. For a complete description and analysis of the remuneration payable to Directors, Statutory Auditors and Executives with strategic responsibilities, reference should be made to the Remuneration Report available at the company's registered office, as well as on the company's website in the "Corporate Governance" section.
| Year ended 30 April | |||
|---|---|---|---|
| (Euro thousands) | 2020 | ||
| Payments to directors | 817 | ||
| Payments to statutory auditors | 105 |
The remuneration of the directors shown in the table includes fixed and variable remuneration as well as that due for participation in internal committees. However, the reversible fees of the directors and the shares assigned under the stock grant plan approved by the shareholders' meeting of 25 August 2017 are excluded. In relation to the stock grant plan as at 30 April 2020, the shares relating to the annual target of 42,000 shares and the three-year target of 63,000 have matured. As already illustrated in the "Results of the Corporate Sector" section and in the "Highlights of the income statement of Sesa SpA", the beneficiaries of the stock grant plan waived the annual assignment of 42,000 shares in consideration of the extensive effort made by all Group resources during the lockdown and with the aim of making the Group even stronger for future challenges, thereby contributing to the Group's results.
For an overview of the fees and remuneration paid to the corporate bodies, reference should be made to the Remuneration Report.
Payments to the Independent Auditor
The following table, prepared in accordance with article 149-duodecies of the Consob Issuers' Regulation, shows the fees for the year ended 30 April 2020 for audit and non-audit services provided by the Independent Auditor and by entities belonging to its network, including expenses.
| Type of service | Service provider | Consignee | Remuneration for the year ended 30 April 2020 (Euro thousands) |
|---|---|---|---|
| Independent audit | PwC | Parent Company Sesa SpA | 99 |
| Independent audit | PwC | Subsidiary Companies | 173 |
| Other assurance services | PwC | Parent Company Sesa SpA | 11 |
| Other assurance services | PwC | Subsidiary Companies | 9 |
| Other services | PwC | Parent Company Sesa SpA | 35 |
Remuneration includes, in addition to fees, out-of-pocket expenses and the supervisory contribution. As at 30 April 2020, assurance services were provided by the independent auditor, mainly relating to the limited examination of the non-financial statement of Sesa SpA.
7. Transactions with Related Parties
Transactions between the Group and related parties, associates and parent companies, are mainly of a commercial nature and mostly concern the purchase and sale of hardware and software and relative technical assistance.
The Company believes that all transactions with related parties are substantially regulated on the basis of normal market conditions.
The following table details the balances with related parties as at 30 April 2020 and 30 April 2019:
| (Euro thousands) | Associated companies | Parent companies |
Top Management |
Other related parties |
Total | Impact on the item |
|---|---|---|---|---|---|---|
| Current trade receivables | ||||||
| As at 30 April 2020 | 1,668 | 4 | 2 | 1,674 | 0,43% | |
| As at 30 April 2019 | 2,070 | 2 | 25 | 2,097 | 0.58% | |
| Other current receivables and assets | ||||||
| As at 30 April 2020 | 69 | 69 | 0.16% | |||
| As at 30 April 2019 | 69 | 69 | 0.17% | |||
| Employee benefits | ||||||
| As at 30 April 2020 | 125 | 125 | 0.40% | |||
| As at 30 April 2019 | 134 | 134 | 0.55% | |||
| Trade payables | ||||||
| As at 30 April 2020 | 2,722 | 12 | 2,734 | 0.72% | ||
| As at 30 April 2019 | 2,039 | 66 | 2,105 | 0.65% | ||
| Other current liabilities | ||||||
| As at 30 April 2020 | 160 | 160 | 0.17% | |||
| As at 30 April 2019 | 212 | 212 | 0.28% |
The following table details the P&L effects of transactions with related parties in the years ended 30 April 2020 and 30 April 2019:
| Associated companies | Parent | Top | Other related |
Total | Impact on the |
|
|---|---|---|---|---|---|---|
| (Euro thousands) | companies | Management | parties | item | ||
| Revenues | ||||||
| As at 30 April 2020 | 4,215 | 69 | 5 | 6 | 4,295 | 0.24% |
| As at 30 April 2019 | 5,832 | 66 | 4 | 35 | 5,937 | 0.39% |
| Other income | ||||||
| As at 30 April 2020 | 87 | 1 | 16 | 104 | 0.78% | |
| As at 30 April 2019 | 35 | 1 | 19 | 4 | 59 | 0.55% |
| Consumables and goods for resale | ||||||
| As at 30 April 2020 | 2,376 | 2,376 | 0.17% | |||
| As at 30 April 2019 | 1,339 | 1,339 | 0.11% | |||
| Costs for services and rent, leasing, and similar costs | ||||||
| As at 30 April 2020 | 8,120 | 2,688 | 92 | 10,900 | 8.08% | |
| As at 30 April 2019 | 5,947 | 2,547 | 365 | 8,859 | 7.49% | |
| Personnel costs | ||||||
| As at 30 April 2020 | 1,033 | 1,033 | 0.90% | |||
| As at 30 April 2019 | 871 | 871 | 0.90% | |||
| Other operating costs | ||||||
| As at 30 April 2020 | 0.00% | |||||
| As at 30 April 2019 | 0.00% | |||||
| Financial income | ||||||
| As at 30 April 2020 | 0.00% | |||||
| As at 30 April 2019 | 0.00% | |||||
Financial expenses
| As at 30 April 2020 | 1 | 1 | 0.01% |
|---|---|---|---|
| As at 30 April 2019 | 2 | 2 | 0.02% |
Associated companies
Relations with associated companies refer mainly to the purchase and sale of technological solutions and to the technical assistance services related to them carried out at normal market conditions. The associated companies operate in the ICT sector and are mainly investee companies of Var Group SpA.
Parent companies
Relations with parent companies refer to services provided by Sesa SpA.
Top Management
Relations with top management refer mainly to the remuneration of directors and executives with strategic responsibilities, as well as close family members. In particular, personnel costs include the remuneration of directors and executives with strategic responsibilities for employment, while costs for services and rent, leasing, and similar costs include remuneration for directors, also including the stock grant cost for the year.
Other related parties
Relations with other related parties, mainly companies in which the statutory auditors or directors of the parent companies of Sesa SpA have an interest, relate to commercial activities regulated at normal market conditions.
- Events Occurring After the End of the Year
Regarding the events occurred after the end of the year, reference is made to the Report on Operations specifically to paragraphs "Significant events occurring after the end of the year" and "Outlook".
9. Authorisation for publication
The publication of the consolidated financial statements of the Sesa Group for the year ended 30 April 2020 was authorised by a resolution of the Board of Directors on 14 July 2020.
Certification of the Consolidated Financial Statements pursuant to article 154-bis of Legislative Decree 58/98
-
- The undersigned Paolo Castellacci, in his capacity as Chairman of the Board, and Alessandro Fabbroni, in his capacity as Executive Responsible for the preparation of the corporate accounting documents of Sesa SpA, taking into account that envisaged by article 154-bis, paragraphs 3 and 4, of Legislative Decree No. 58 of 24 February 1998, hereby certify:
- the adequacy in relation to the characteristics of the business, and
- the effective application of the administrative and accounting procedures for the preparation of the consolidated financial statements as at 30 April 2020.
-
- The application of the administrative and accounting procedures for the preparation of the consolidated financial statements as at 30 April 2020 did not reveal any significant aspects.
-
- It is also certified that:
3.1 The consolidated financial statements:
a) have been prepared in compliance with the applicable international accounting standards recognised by the European Community pursuant to EC Regulation 1606/2002 of the European Parliament and of the Council of 19 July 2002;
b) correspond to the results of the accounting books and records;
c) provide a true and fair representation of the financial position, result of operations and cash flows of the issuer and of the group of companies included within the scope of consolidation.
3.2 the Report on Operations includes a reliable analysis of the performance and results of operations as well as the situation of the issuer and of all the companies included within the scope of consolidation, together with a description of the main risks and uncertainties to which they are exposed.
Empoli, 14 July 2020
Paolo Castellacci Alessandro Fabbroni
Chairman of the Board of Directors In his capacity as Executive Responsible for the preparation of the corporate accounting documents
Independent Auditor's Report on the Consolidated Financial Statements


| Key Audit Matters | Auditing procedures performed in response to key audit matters |
||
|---|---|---|---|
| Revenue recognition | |||
| 11 The First of the States of Children Comments of the Children | As part of our audit we carried out, for the |


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-
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Annex 1
Subsidiaries
| Held by | Company | Registered office | Share Capital in Euro | Percentage held at | |
|---|---|---|---|---|---|
| 30/04/2020 | 30/04/2019 | ||||
| ADIACENT SRL | 47DECK SRL | Reggio Emilia (RE) | 20,000 | 100.0% | n.a. |
| BASE DIGITALE SRL | ABS TECHNOLOGY SPA | Florence (FI) | 2,300,000 | 100.0% | n.a. |
| ADIACENT SRL | AFB NET SRL | Ponte San Giovanni (PG) | 15,790 | 62.0% | 62.0% |
| ADIACENT SRL | ALISEI SRL | Empoli (FI) | 10,000 | 60.4% | n.a. |
| VAR GROUP SPA | APRA SPA | Jesi (AN) | 150,000 | 75.0% | 75.0% |
| APRA SPA | APRA COMPUTER SYSTEM SRL | Pesaro (PS) | 98,200 | 55.0% | n.a. |
| SESA SPA | BASE DIGITALE SRL | Florence (FI) | 100,000 | 50.0% | n.a. |
| BASE DIGITALE SRL | B.SERVICES SRL | Florence (FI) | 500,000 | 100.0% | n.a. |
| VAR GROUP SPA | 37.4% | n.a. | |||
| VAR ONE SRL | CITIEMME INFORMATICA SRL | Bergamo (BG) | 135,000 | 26.7% | n.a. |
| COMPUTER GROSS Spa | CHANNEL COACH SRL | Empoli (FI) | 50,000 | 90.0% | n.a. |
| SESA SPA | CHANNEL COACH SRL | Empoli (FI) | 50,000 | n.a. | 100.0% |
| VAR GROUP SPA | VAR BMS SPA | Milan (MI) | 1,562,500 | 84.3% | 84.3% |
| TECH VALUE SRL | CCSTEAM SRL | Roncade (TV) | 50,000 | Merger into Tech Value srl | 100.0% |
| APRA SPA | CENTRO 3 CAD SRL | Jesi (AN) | 10,000 | 80.0% | 80.0% |
| LEONET4CLOUD SRL | CLOUD FORCE SRL | Empoli (FI) | 10,000 | 75.0% | n.a. |
| VAR GROUP SPA | CLOUD FORCE SRL | Empoli (FI) | 10,000 | n.a. | 80.0% |
| COMPUTER GROSS SPA | COMPUTER GROSS ACCADIS SRL | Rome (RM) | 100,000 | 51.0% | 51.0% |
| SESA SPA | COMPUTER GROSS SPA | Empoli (FI) | 40,000,000 | 100.0% | 100.0% |
| COMPUTER GROSS SPA | COMPUTER GROSS NESSOS SRL | Empoli (FI) | 52,000 | 60.0% | 60.0% |
| VAR GROUP SRL | VAR GROUP NORD OVEST SRL | Genoa (GE) | 10,000 | 100.0% | 100.0% |
| VAR GROUP SPA | COSESA SRL | Empoli (FI) | 15,000 | 100.0% | 100.0% |
| VAR GROUP SPA | DELTA PHI SIGLA SRL | Empoli (FI) | 99,000 | 100.0% | 100.0% |
| VAR GROUP SPA | EAST SERVICES SRL | Bolzano (BZ) | 200,000 | 18.0% | n.a. |
| VAR SYSTEM SRL | 82.0% | n.a. | |||
| APRA SPA | EVOTRE SRL | Jesi (AN) | 210,000 | 56.0% | 56.0% |
| ADIACENT SRL | ENDURANCE SRL | Bologna (BO) | 15,600 | 51.0% | n.a. |
| YARIX SRL | GENCOM SRL | Forlì (FO) | 82,000 | 60.0% | n.a. |
| BASE DIGITALE SRL | GLOBO INFORMATICA SRL | Druento (TO) | 10,200 | 100.0% | n.a. |
| VAR GROUP SPA | GLOBO INFORMATICA SRL | Druento (TO) | 10,200 | n.a. | 57.5% |
| COMPUTER GROSS SPA | ICOS SPA | Ferrara (FE) | 500,000 | 81.0% | 51.0% |
| COMPUTER GROSS SPA | 66.7% | 66.7% | |||
| VAR GROUP SPA | ICT LOGISTICA SRL | Empoli (FI) | 775,500 | 33.3% | 33.3% |
| SESA SPA | IDEA POINT SRL | Empoli (FI) | 10,000 | 100.0% | 100.0% |
| VAR GROUP SPA | KLEIS SRL | TORINO (TO) | 10,400 | 51.0% | n.a. |
| MY SMART SERVICES SRL | 57.4% | 57.4% | |||
| M.F. SERVICES SRL | VAR SERVICE SRL | Empoli (FI) | 66,263 | 2.8% | 2.8% |
| COMPUTER GROSS SPA | COLLABORATION VALUE SRL | Empoli (FI) | 20,000 | 58.0% | 58.0% |
| COMPUTER GROSS SPA | ITF SRL | Empoli (FI) | 100,000 | n.a. | 100.0% |
| VAR GROUP SPA | LEONET4CLOUD SRL | Empoli (FI) | 60,000 | 100.0% | 100.0% |
| MY SMART SERVICES SRL | M.F. SERVICES SRL | Campagnola Emilia (RE) | 118,000 | 70.0% | 70.0% |
| VAR GROUP SPA | MY SMART SERVICES SRL | Empoli (FI) | 20,000 | 100.0% | 100.0% |
| SIRIO INFORMATICA E | |||||
| SISTEMI SPA | PANTHERA SRL | Empoli (FI) | 300,000 | 80.4% | 80.4% |
| VAR GROUP SPA | 9.6% | 9.6% | |||
| TECH VALUE SRL | PBU CAD-SYSTEME GmbgH | Aichach | 26100 | 60.0% | 60.0% |
| COMPUTER GROSS SPA | PICO SRL | Reggio Emilia (RE) | 50,000 | 100.0% | n.a. |
| YARIX SRL | 51.0% | 51.0% | |||
| VAR GROUP SPA | PRIVATAMENTE SRL | Empoli (FI) | 12,500 | 9.0% | 9.0% |
| M.F. SERVICES SRL | QUASAR SERVICES SRL | San Donà di Piave (VE) | 50,000 | Merger into M.F. Services Srl | 100.0% |
| LEONET4CLOUD SRL | 31.8% | n.a. | |||
| ADIACENT SRL | VAR EVOLUTION SRL | Empoli (FI) | 66,667 | 31.8% | n.a. |
| VAR INDUSTRIES SRL | 31.8% | n.a. | |||
| VAR GROUP SPA | VAR EVOLUTION SRL | Empoli (FI) | 10,000 | n.a. | 70.0% |
| SESA SPA | 33.1% | n.a. | |||
| VAR GROUP SPA | ADIACENT SRL | Empoli (FI) | 19,600 | 53.1% | n.a. |
| BASE DIGITALE SRL | 2.5% | n.a. | |||
| APRA SPA | 7.4% | n.a. | |||
| VAR GROUP SPA | ADIACENT SRL | Empoli (FI) | 12,640 | n.a. | 82.3% |
| APRA SPA | n.a. | 11.5% | |||
| VAR GROUP SPA | SAILING SRL | Reggio Emilia (RE) | 10,000 | 75.0% | 75.0% |
| VAR ONE SRL | SSA INFORMATICA SRL | Pordenone (PN) | 30,000 | 100.0% | n.a. |
| VAR ONE SRL | SYNERGY SRL | Carpi (MO) | 10,400 | merger into Var One Srl | 85.0% |
| VAR GROUP SPA | SIRIO INFORMATICA E SISTEMI | Milan (MI) | 1,020,000 | 51.0% | 51.0% |
| SPA | |||||
| VAR SERVICE SRL | SIRIO NORD SRL | Rome (RM) | 10,400 | 51.1% | n.a. |
| TECH VALUE SRL | TECH IN NOVA SRL | Roncade (TV) | 12,000 | 100.0% | 100.0% |
| TECH VALUE IBERICA SRL | TECH VALUE DELS PIRINEUS S.L. | Andorra la Vella (AND) | 3,000 | 100.0% | 100.0% |
| VAR GROUP SPA | TECH VALUE SRL | Milan (MI) | 308,504 | 51.0% | 51.0% |
| TECH VALUE SRL | TECH VALUE IBERICA SRL | Milan (MI) | 50,000 | 100.0% | 100.0% |
| GENCOM SPA | VAR COM SRL | Empoli (FI) | 27,094 | merger into Gencom Srl | 56.5% |
| VAR GROUP SPA | VAR 4 ADVISORY SPA | Empoli (FI) | 80,000 | 50.0% | 97.5% |
| LEONET4CLOUD SRL | 0.3% | n.a. | |||
| VAR GROUP SRL | VAR ALDEBRA SRL | Rimini (RN) | 73,432 | 59.4% | n.a. |
| VAR GROUP SRL | VAR ALDEBRA SRL | Rimini (RN) | 73,432 | 55.4% | 55.4% |
| VAR PRIME SRL | VAR ENGAGE SRL | Empoli (FI) | 20,000 | 100.0% | n.a. |
| TECH VALUE SRL | VAR ENGINEERING SRL | Empoli (FI) | 160,000 | 93.1% | 93.1% |
| VAR GROUP SRL | VAR GROUP CENTRO SRL | Empoli (FI) | 40,000 | 97.5% | n.a. |
|---|---|---|---|---|---|
| AFB NET SRL | n.a. | 27.5% | |||
| VAR GROUP SRL | VAR GROUP CENTRO SRL | Rome (RM) 40,000 |
70.0% | ||
| SESA SPA | VAR GROUP SPA | Empoli (FI) | 3,800,000 | 100.0% | 100.0% |
| VAR GROUP SPA | VAR GROUP SRL | Empoli (FI) | 100,000 | 100.0% | 100.0% |
| LEONET4CLOUD SRL | 50.0% | ||||
| VAR GROUP SPA | VAR ITT SRL | Empoli (FI) | 392,272 | merger into Gencom Srl | 15.0% |
| VAR BMS SPA | VAR ONE SRL | Empoli (FI) | 251,464 | 64.9% | 65.7% |
| VAR GROUP SPA | VAR PRIME SRL | Empoli (FI) | 136,402 | 100.0% | 51.8% |
| AFB NET SRL | 5.0% | n.a. | |||
| APRA SPA | 2.5% | n.a. | |||
| SAILING SRL | 2.5% | n.a. | |||
| SIRIO INFORMATICA E | VAR INDUSTRIES SRL | Milan (MI) | 214,286 | 45.0% | n.a. |
| SISTEMI SPA | |||||
| VAR ENGINEERING SRL | 10.0% | n.a. | |||
| VAR GROUP SPA | 21.0% | n.a. | |||
| SIRIO INFORMATICA E SISTEMI SPA |
VAR INDUSTRIES SRL | Milan (MI) | 165,000 | n.a. | 54.6% |
| LEONET4CLOUD SRL | 50.0% | n.a. | |||
| VAR GROUP NORD OVEST | VAR SYSTEM SRL | Empoli (FI) | 40,000 | ||
| SRL | 50.0% | n.a. | |||
| VAR GROUP SPA | YARIX SRL | Montebelluna (TV) | 30,000 | 100.0% | 51.0% |
Associated Companies
| Percentage held at | ||||||
|---|---|---|---|---|---|---|
| Held by | Company | Registered office | Share capital | 30/04/2020 | 30/04/2019 | |
| COMPUTER GROSS SPA | ATTIVA SPA | Brendola (VI) | 4,680,000 | 21.0% | 21.0% | |
| VAR BMS SPA | B.I.T. SRL | Milan (MI) | 100,000 | 25.0% | 25.0% | |
| SESA SPA | C.G.N. SRL | Milan (MI) | 100,000 | 47.5% | 47.5% | |
| VAR GROUP SPA | NEBULA SRL | Empoli (FI) | 22,000 | n.a. | 50.0% | |
| LEONET4CLOUD SRL | NEBULA SRL | Empoli (FI) | 22,000 | 50.0% | n.a. | |
| COMPUTER NESSOS SRL | COLLABORA SRL | Vinci (FI) | 15,000 | 29.0% | 29.0% | |
| VAR GROUP SPA | DOTDIGITAL SRL | Empoli (FI) | 50,000 | 50.0% | 50.0% | |
| APRA SPA | EVIN SRL | Ascoli Piceno (AP) | 30,000 | 20.0% | 20.0% | |
| GENCOM SRL | GENDATA SRL | Forlì | 50,000 | 20.0% | n.a. | |
| ADIACENT SRL | G.G. SERVICES SRL | Pontedera (PI) | 10,200 | 33.3% | 33.3% | |
| VAR GROUP SPA | GVWAY SRL | Paderno Dugnano (MI) | 150,000 | 30.0% | 30.0% | |
| VAR INDUSTRIES SRL | INN-3D SRL | Empoli (FI) | 10,500 | 28.6% | n.a. | |
| VAR BMS SPA | INNORG SRL | TURIN (TO) | 12,000 | 50.0% | 50.0% | |
| VAR BMS SPA | ISO SISTEMI SRL | Genoa (GE) | 63,000 | 25.0% | n.a. | |
| VAR PRIME SRL | J.D.I. SRL | Udine (UD) | 10,000 | 20.0% | n.a. | |
| VAR GROUP SPA | KLEIS SRL | TURIN (TO) | 10,400 | n.a. | 40.0% | |
| COMPUTER GROSS SPA | KOLME SRL | Milan (MI) | 150,000 | 33.3% | 20.0% | |
| VAR GROUP SPA | M.K. ITALIA SRL | Empoli (FI) | 100,000 | 45.0% | 45.0% | |
| VAR GROUP SPA | MEDIAMENTE CONSULTING SRL | Empoli (FI) | 10,000 | 20.0% | 20.0% | |
| VAR GROUP SPA | NOA SOLUTION SRL | Cagliari (CA) | 118,000 | 24.0% | 24.0% | |
| APRA SPA | POLYMATIC SRL | San Giovanni Teatino (CH) | 50,000 | 20.0% | 20.0% | |
| LEONET4CLOUD SRL | S.A. CONSULTING SRL | Milan (MI) | 10,000 | 30.0% | 30.0% | |
| VAR GROUP SPA | SESA PROGETTI SRL | Cascina (PI | 10,400 | 25.0% | 25.0% | |
| VAR SERVICE SRL | SIRIO NORD SRL | Rome (RM) | 10,400 | n.a. | 37.4% | |
| PANTHERA SRL | SOFTHARE | Tunisi | 250000 TND | 49.0% | 49.0% | |
| APRA SPA | SO WINE SRL | Verona (VR) | 10,000 | 35.0% | 35.0% | |
| VAR GROUP SRL | STUDIO 81 DATA SYSTEM SRL | Rome (RM) | 18,504 | 50.0% | 50.0% | |
| VAR GROUP SRL | VAR & ENGINFO SRL | Empoli (FI) | 70,000 | 30.0% | 30.0% | |
| VAR GROUP SRL | VAR IT SRL | Parma (PR) | 50,000 | 22.0% | 22.0% | |
| SIRIO INFORMATICA E SISTEMI SPA | WEBGATE ITALIA SRL | Milan (MI) | 40,000 | 30.0% | 30.0% | |
| APRA SPA | WINLAKE ITALIA SRL | Novi Ligure (AL) | 10,200 | 33.3% | 33.3% | |
| VAR GROUP SPA | XAUTOMATA TECHNOLOGY GMBH | Klagenfurt | 40,000 | 50.0% | 50.0% | |
| VAR GROUP SPA | ZERO12 SRL | Cittadella (PD) | 10,000 | 20.0% | n.a. |
Other Companies
| Percentage held at 30 April | |||||
|---|---|---|---|---|---|
| Held by | Company | Registered office | Share capital | 2020 | 2019 |
| VAR PRIME SRL | 4CONSULTING SRL | Limena (PD) | 20,000 | 10.0% | n.a. |
| VAR GROUP SPA | ALDEBRA SPA | Trento (TN) | 1,398,800 | 9.0% | 9.0% |
| APRA SPA | ANALYSIS SRL | Trebbo di Reno (Bo | 10,400 | 15.0% | 15.0% |
| YARIX SRL | ATHESYS SRL | Padua (PD) | 30,000 | 10% | n.a. |
| VAR GROUP SPA | AXED SPA | Latina (LT) | 2,000,000 | 0.1% | 0.1% |
| VAR GROUP SPA | K GROUP SRL | Empoli (FI) | 25,000 | n.a. | 2.5% |
| YARIX SRL | BLOCKIT SRL | Padua (PD) | 20,750 | 4.3% | 19.0% |
| VAR GROUP SPA | CAP SOLUTIONS SRL | Genoa (GE) | 100,000 | 15.0% | 15.0% |
| ADIACENT SRL | VAR CONNECT SRL | Milan (MI) | 115,000 | n.a. | 19.0% |
| SESA SPA | 1.9% | 1.9% | |||
| VAR GROUP SPA | CABEL HOLDING SPA | Empoli (FI) | 12,000,000 | 1.9% | 1.9% |
| GENCOM SRL | CAVAREI IMPRESA SOCIALE | Forlì | 281,925 | 0.2% | n.a. |
| VAR GROUP SPA | CITIEMME INFORMATICA SRL | Bergamo (BG) | 99,000 | n.a. | 10.0% |
| YARIX SRL | 0.7% | 0.7% | |||
| VAR GROUP SPA | COMMERC.IO SRL | SCHIO (VI) | 370,000 | 0.7% | 0.7% |
| APRA SPA | COMPUTER VAR TORINO SRL | TURIN (TO) | 20,000 | 14.0% | 14.0% |
| APRA SPA | CONSORZIO NIDO INDUSTRIA VALLESI | Ancona (AN) | 55,555 | 1.8% | 1.8% |
| LEONET4CLOUD SRL | CONSORZIO SIS | Sassari (SS) | 50,000 | 4.0% | 4.0% |
| VAR GROUP SPA | CONSORZIO TEKNOBUS | San Donà di Piave (VE) | 16,000 | 25.0% | 25.0% |
| YARIX SRL | D3LAB SRL | Rosignano M.mo (LI) | 21,053 | 10.0% | 10.0% |
| VAR GROUP SRL | DELTA INFOR SRL | Lodi (LO) | 100,000 | 10.0% | 10.0% |
| 13.8 | |||||
| ADIACENT SRL | DIGITAL SERVICE LEONE SRL | Florence (FI) | 1,160,000 | % | 6.9% |
| VAR GROUP SPA | DITECFER SCARL | Pistoia (PT) | 96,000 | 2.0% | 2.0% |
| SESA SPA | 3.0% | 3.0% | |||
| VAR GROUP SPA | DV HOLDING SRL | Rome (RM) | 100,000 | 3.0% | 3.0% |
| VAR GROUP SPA | EAST SERVICES SRL | Bolzano (BZ) | 200,000 | n.a. | 18.0% |
| VAR ONE SRL | ECA CONSULT SRL | Mordano (BO) | 40,000 | 8.0% | n.a. |
| YARIX SRL | 7.5% | 7.5% | |||
| VAR GROUP SPA | ELMAS SRL | SCHIO (VI) | 41,600 | 7.5% | 7.5% |
| COLLABORATION VALUE SRL | EMM&MME INFORMATICA SRL | Lastra a Signa (FI) | 94,000 | 19.0% | n.a. |
| COMPUTER GROSS SPA | EMPOLI F.B.C. SPA | Empoli (FI) | 1,040,000 | 3.0% | 3.0% |
| APRA SPA | G.L. ITALIA Srl | Milan (MI) | 10,400 | 9.0% | 9.0% |
| VAR GROUP SPA | GLOBAL BUSINESS AREZZO SRL | Arezzo (AR) | 65,519 | 10.0% | 10.0% |
| VAR GROUP SPA | G.T.S. Srl | Reggio Emilia (RE) | 10,000 | n.a. | 10.0% |
| LEONET4CLOUD SRL | INFOSVIL SRL | Florence (FI) | 20,400 | 10.0% | n.a. |
| COLLABORATION VALUE SRL | ITF SRL | Empoli (FI) | 100,000 | 10.0% | n.a. |
| VAR GROUP SPA | MACRO GROUP COMMERCIALE SRL | Bologna (BO) | 50,000 | 19.0% | 19.0% |
| COSESA SRL | NEGENTIS SRL | Florence (FI) | 82,051 | 2.5% | 2.5% |
| GLOBO INFORMATICA SRL | 9.5% | 9.5% | |||
| ADIACENT SRL | SAIL CLOUD SOLUTIONS SRL | TURIN (TO) | 13,000 | 9.5% | 9.5% |
| COMPUTER GROSS SPA | ABS Technology Srl | Arezzo (AR) | 12,350 | 19.0% | n.a. |
| DELTA PHI SIGLA SRL | 6.3% | 6.3% | |||
| ICT LOGISTICA SRL | 6.3% | 6.3% | |||
| ADIACENT SRL | SESA CONSORZIO-CENTRO SOLUZIONE | Empoli (FI) | 33,053 | 6.3% | 6.3% |
| VAR GROUP SPA | 12.5% | 12.5% | |||
| DELTA PHI SIGLA SRL | SIGLA TAILOR MADE SRL | Empoli (FI) | 10,000 | 19.0% | 19.0% |
| VAR GROUP SRL | S.I.L. COMPUTER SRL | Livorno (LI) | 10,000 | 19.9% | 19.9% |
| ADIACENT SRL | SKEELER SRL | Perugia (PG) | 35,000 | 15.0% | 15.0% |
| VAR GROUP SPA | SMARTLABS SRL | Rome (RM) | 150,000 | 10.0% | 10.0% |
| TECH VALUE SRL | SOLVE.IT SRL | TURIN (TO) | 90,000 | 12.0% | 12.0% |
| VAR ONE SRL | SINAPSI INFORMATICA SRL | Monselice (PD) | 55,488 | 18.0% | 18.0% |
| ADIACENT SRL | SUPERRESOLUTION SRL | Empoli (FI) | 10,000 | 15.0% | n.a. |
| VAR GROUP SPA | SYSDAT.IT Srl | Milan (MI) | 100,000 | 10.0% | 10.0% |
| VAR INDUSTRIES SRL | VAR PLUS SRL | Empoli (FI) | 10,000 | 15.0% | n.a. |
| VAR GROUP SRL | VAR SOLUTIONS SRL | Milan (MI) | 10,000 | 10.0% | 10.0% |
| VAR GROUP SPA | VTF SRL | Empoli (FI) | 141,270 | n.a. | 18.6% |
Separate Financial Statements at 30 April 2020
Separate Statement of Income
| Note | Year ended 30 April | ||
|---|---|---|---|
| (Euro thousands) | 2020 | 2019 | |
| Revenues | 5 | 9,437 | 7,827 |
| Other income | 6 | 2,318 | 1,315 |
| Consumable materials and goods for resale | 7 | (44) | (54) |
| Costs for services and rent, leasing, and similar costs | 8 | (5,066) | (3,730) |
| Personnel costs | 9 | (5,170) | (4,766) |
| Other operating costs | 10 | (135) | (95) |
| Amortisation and Depreciation | 11 | (300) | (136) |
| Operating result | 1,040 | 361 | |
| Share of profits of companies valued at equity | |||
| Financial income | 12 | 10,562 | 10,371 |
| Financial expense | 12 | (38) | (34) |
| Profit before taxes | 11,564 | 10,698 | |
| Income taxes | 13 | (464) | (301) |
| Profit for the year | 11,100 | 10,397 |
Separate Comprehensive Statement of Income
| Note | Year ended 30 April | |
|---|---|---|
| (Euro thousands) | 2020 | 2019 |
| Profit for the year | 11,100 | 10,397 |
| Actuarial gain (loss) for employee benefits - Gross effect | 7 | (76) |
| Actuarial gain (loss) for employee benefits - Tax effect | (2) | 18 |
| Comprehensive income for the year | 11,105 | 10,339 |
Statement of Separate Financial and Equity Situation
| Note | As at 30 April | |||
|---|---|---|---|---|
| (Euro thousands) | 2020 | 2019 | ||
| Intangible assets | 14 | 121 | 105 | |
| Rights of use | 294 | |||
| Property, plant and equipment | 15 | 433 | 448 | |
| investment property | 16 | 7 | 289 | |
| Equity investments | 17 | 75,709 | 68,241 | |
| Receivables for deferred tax assets | 18 | 384 | 260 |
| Other non-current receivables and assets | 19 | 3,017 | 3,064 |
|---|---|---|---|
| Total non-current assets | 79,965 | 72,407 | |
| Current trade receivables | 20 | 1,324 | 840 |
| Current tax receivables | 18 | 18 | |
| Other current receivables and assets | 19 | 8,757 | 9,949 |
| Cash and cash equivalents | 5,767 | 7,223 | |
| Total current assets | 15,866 | 18,030 | |
| Total assets | 95,831 | 90,437 | |
| Share capital | 21 | 37,127 | 37,127 |
| Share premium reserve | 33,144 | 33,144 | |
| Other reserves | 21 | 2,109 | 2,679 |
| Profits carried forward | 11,100 | 10,397 | |
| Total Shareholders' equity | 83,480 | 83,347 | |
| Non-current loans | 23 | ||
| Financial liabilities for non-current rights of use | 175 | ||
| Employee benefits | 24 | 1,696 | 1,624 |
| Non-current provisions | 25 | ||
| Deferred tax liabilities | 18 | 31 | 3 |
| Total non-current liabilities | 1,902 | 1,627 | |
| Current loans | 23 | 1,063 | |
| Financial liabilities for current rights of use | 121 | ||
| Trade payables | 847 | 804 | |
| Current tax payables | 2,242 | 605 | |
| Other current liabilities | 26 | 6,176 | 4,054 |
| Total current liabilities | 10,449 | 5,463 | |
| Total liabilities | 12,351 | 7,090 | |
| Total shareholders' equity and liabilities | 95,831 | 90,437 |
Separate Statement of Cash Flows
| Year ended 30 April | |||
|---|---|---|---|
| (Euro thousands) | Note | 2020 | 2019 |
| Profit before taxes | 11,564 | 10,698 | |
| Adjustments for: | |||
| Amortisation and Depreciation | 11 | 300 | 136 |
| Accruals to provisions relating to personnel and other provisions | 24 | 148 | 121 |
| Net financial (income) expense | 12 | (10,538) | (10,334) |
| Share of profits of companies valued at equity | |||
| Capital gains/losses from transfer and other non-monetary entries | 1,160 | 1,059 | |
| Cash flows generated from operating activities before changes in net working capital | 2,634 | 1,680 | |
| Change in inventory | |||
| Change in trade receivables | 20 | (484) | 19 |
| Change in payables to suppliers | 43 | 373 | |
| Change in other assets | 19 | 1,239 | (1,960) |
| Change in other liabilities | 26 | 2,122 | 1,513 |
| Use of provisions for risks | |||
| Employee benefits | 24 | (88) | (36) |
| Change in deferred taxes | (98) | 18 | |
| Change in receivables and payables for current taxes | 1,463 | 898 | |
| Interest paid | (5) | (19) | |
| Taxes paid | (290) | (385) | |
| Net cash flow generated from operating activities | 6,536 | 2,101 | |
| Equity investments | 5 | (6,642) | |
| Investments in property, plant and equipment | 17 | (124) | (204) |
| Investments in intangible assets | 16 | (56) | (74) |
| Disposal of tangible and intangible assets | 2 | ||
| Disposal of investment property | 655 | ||
| Non-current equity investments in other companies | 20 | (2,000) | |
| Disposals of non-current equity investments in other companies | 3.26 | 50 | |
| Dividends collected | 10,524 | 10,324 | |
| Interest collected | 38 | 49 | |
| Net cash flow generated from/(used) in investment activities | 4,447 | 8,095 | |
| (Reduction)/increase in short-term loans | 3.26 | 189 | |
| Repayment of financial liabilities for rights of use | (122) | ||
| Treasury shares | (2,765) | (1,739) | |
| Capital increase and/or Shareholder payment | 24 | ||
| Change in shareholders' equity | |||
| Dividends distributed | (9,741) | (9,290) | |
| Net cash flow generated from/(used) in financing activities | (12,439) | (11,029) | |
| Translation difference on cash and cash equivalents | 23 | ||
| Availability of assets held for sale | |||
| Change in cash and cash equivalents | (1,456) | (833) | |
| Opening balance of cash and cash equivalents | 7,223 | 8,056 | |
| Closing balance of cash and cash equivalents | 5,767 | 7,223 |
Statement of Changes in Separate Shareholders' Equity
| (Euro thousands) | Share capital | Share premium reserve | Other reserves | Profits for the year and profits carried forward |
Shareholders' Equity |
|---|---|---|---|---|---|
| As at 30 April 2018 | 37,127 | 33,144 | 3,500 | 9,207 | 82,978 |
| Actuarial gain/(loss) for employee benefits - gross |
(76) | (76) | |||
| Actuarial gain/(loss) for employee benefits - tax effect |
18 | 18 | |||
| Purchase of treasury shares | (1,739) | (1,739) | |||
| Sale of treasury shares | |||||
| Distribution of dividends | (544) | (8,746) | (9,290) | ||
| Assignment of shares in execution of Stock Grants | 37 | 37 | |||
| Stock Grant plan - shares vesting in the period |
1,022 | 1,022 | |||
| Other changes | |||||
| Allocation of profit for the year | 461 | (461) | |||
| Profit for the year | 10,397 | 10,397 | |||
| As at 30 April 2019 | 37,127 | 33,144 | 2,679 | 10,397 | 83,347 |
| Actuarial gain/(loss) for employee benefits - gross |
7 | 7 | |||
| Actuarial gain/(loss) for employee benefits - tax effect |
(2) | (2) | |||
| Purchase of treasury shares | (2,765) | (2,765) | |||
| Sale of treasury shares | 0 | 0 | |||
| Distribution of dividends | 0 | (9,740) | (9,740) | ||
| Assignment of shares in execution of Stock Grants | 0 | 0 | |||
| Stock Grant plan - shares vesting in the period |
1,533 | 1,533 | |||
| Other changes | 0 | 0 | |||
| Allocation of profit for the year | 657 | (657) | 0 | ||
| Profit for the year | 11,100 | 11,100 | |||
| As at 30 April 2020 | 37,127 | 33,144 | 2,109 | 11,100 | 83,480 |
Notes to the Separate Financial Statements
1 General Information
Sesa SpA is a company incorporated and domiciled in Italy, with registered office in Empoli, at no. 138 Via Piovola, organised in compliance with the legal system of the Italian Republic.
Sesa SpA is parent company of the Sesa Group and provides services of administrative and financial management, organisation, planning and auditing, management of information systems and human resources on behalf of the subsidiaries, and also acts as a holding company, with reference to companies essentially operating in the ICT sector.
Sesa SpA, in particular, is the company resulting from the merger by incorporation of Sesa SpA prior to the merger into Made in Italy 1 SpA, the first special purpose acquisition company (so called "SPAC') incorporated in Italy. The merger by incorporation of Sesa SpA prior to the merger into Made in Italy 1 became effective on 1 February 2013, with the simultaneous change of company name from "Made in Italy 1 SpA" to "Sesa SpA".
Sesa SpA is an Italian company with shares admitted to trading on the STAR segment of the MTA market.
This document was approved by the Company's Board of Directors on 14 July 2020.
2 Summary of Accounting Standards
The main accounting criteria and standards applied in the preparation of these separate financial statements for the year ended 30 April 2020 are illustrated below.
2.1 Preparation Basis
The separate financial statements for the year ended 30 April 2020 have been prepared in accordance with the international accounting standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and approved by the European Union, and with the provisions issued in implementation of art. 9 of Legislative Decree no. 38/2005. The "IFRS" also include all revised international accounting standards ("IAS"), as well as all interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) and the previous Standing Interpretations Committee (SIC).
These Financial Statements present comparative data as at 30 April 2019, prepared in compliance with the same principles.
The separate financial statements have been prepared under the assumption that the company is a going concern, in that the Directors have verified that there are no financial, management or other indicators that could indicate critical issues regarding the Group's ability to fulfil its obligations in the foreseeable future and particularly in the next 12 months. A description of how the Group manages financial risks is contained in note 3 on "Financial risk management".
The separate financial statements have been prepared and presented in Euro, which is the currency of the prevailing economic environment in which the Group operates. All amounts included in this document, unless otherwise indicated, are stated in Euro thousands.
The financial statement schedules, and relative classification criteria adopted by the Group within the scope of the options envisaged by IAS 1 Presentation of Financial Statements are indicated below:
- The statement of financial position has been prepared with the classification of assets and liabilities according to the "current/non-current" criterion;
- The income statement has been prepared with the classification of operating costs by type;
- The statement of comprehensive income includes, in addition to the profit for the year resulting from the income statement, other changes in shareholders' equity items attributable to transactions not entered into with Company shareholders;
- The statement of cash flows shows the cash flows from operating activities according to the "indirect method".
The separate financial statements have been prepared on the basis of the conventional historical cost method except for the valuation of financial assets and liabilities, where the application of the fair value method is required.
2.2 Valuation Criteria
The most significant accounting principles and valuation criteria used to prepare the separate financial statements are briefly described below.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are recorded at purchase or production cost, net of accumulated depreciation and any impairment losses. The purchase or production cost includes all costs directly incurred to prepare the assets for use, as well as any deinstallation and removal costs that will be incurred as a result of contractual obligations that require restoration of the asset to its original condition. Financial expenses directly attributable to the acquisition, construction or production of qualified assets, are capitalised and amortised on the basis of the useful life of the asset to which they refer.
Charges incurred for ordinary and/or cyclical maintenance and repairs are charged to the income statement when they are incurred. Costs relating to the expansion, modernisation or improvement of structural elements owned or under lease are capitalised to the extent that they meet the requirements for separate classification as an asset or part of an asset. Assets recorded in relation to leasehold improvements are depreciated on the basis of the duration of the rental contract, or on the basis of the specific useful life of the asset, if lower.
Depreciation is calculated on a straight-line basis using rates that allow depreciation of assets until the end of their useful life. When the asset subject to depreciation consists of distinctly identifiable elements the useful life of which differs significantly from that of the other parts comprising the asset, depreciation is carried out separately for each of these parts in accordance with the component approach method.
The estimated useful life for the various tangible asset categories is as follows:
| Class of property, plant and equipment | Useful life in years |
|---|---|
| Buildings | 33 |
| Furniture and furnishings | 8 |
| Office equipment | 5 |
| Vehicles | 4 |
The useful life of tangible fixed assets is reviewed and updated, where applicable, at least at the end of each financial year.
Right of use
Contracts for the leasing of property, plant and equipment entered into as a lessee entail the recognition of an asset representing the right to use the leased asset and the financial liability for the obligation to make the payments envisaged by the contract. In particular, the lease liability is recognised initially as equal to the current value of the future payments to be made, adopting a discount rate equal to the interest rate implicit in the lease or, if this cannot be easily determined, using the lessee's incremental financing rate.
After initial recognition, the lease liability is measured at amortised cost using the effective interest rate and is restated following contractual renegotiations, changes in rates and changes in the valuation of any contractual options envisaged.
The right of use is initially recognised at cost and is subsequently adjusted to take into account amortisation and depreciation, any impairment losses and the effects of any recalculations of lease liabilities.
The Company has decided to adopt certain simplifications envisaged by the Standard, excluding contracts with a duration of less than or equal to 12 months (so-called "short-term", calculated on the residual duration at first-time adoption) and those with a value of less than Euro five thousand (so-called "low-value").
INTANGIBLE ASSETS
Intangible assets are identifiable non-monetary elements without physical substance, controllable and capable of generating future economic benefits. These elements are initially recognised at purchase or production cost, including directly attributable expenses for preparing the asset for use. Any interest expense accrued during and for the development of intangible assets is considered part of the purchase cost. In particular, the following main intangible assets can be identified within the Company:
(a) Goodwill
Goodwill, if recognised, is classified as an intangible asset with an undefined useful life and is initially recognised at cost, as described above, and subsequently subject to impairment testing at least once a year. No write-back is allowed in the event of a previous write-down for impairment.
(b) Other intangible assets with a definite useful life
Intangible assets with a definite useful life are recognised at cost, as described above, net of accumulated amortisation and any impairment losses.
Amortisation begins when the asset becomes available for use and is systematically distributed in relation to its residual possibility of use, i.e. on the basis of its estimated useful life.
The useful life estimated by the Company for the various intangible asset categories is as follows:
| Class of intangible assets | Useful life in years |
|---|---|
| Software licences and similar | 5 |
| Client list | 10-15 |
| Trademarks and patents | 5 |
The useful life of intangible fixed assets is reviewed and updated, where applicable, at least at the end of each financial year.
INVESTMENT PROPERTY
Properties held for the purpose of obtaining lease payments or for the purpose of increasing the value of the investment are recorded under "Investment property"; they are evaluated at purchase or production cost, plus any accessory costs, net of accumulated depreciation and any losses in value.
REDUCTION IN THE VALUE OF INTANGIBLE ASSETS, PROPERTY, PLANT AND EQUIPMENT AND INVESTMENT PROPERTY
(a) Goodwill
As previously stated, goodwill, if recognised, is subject to impairment testing once a year or more frequently if there are indications that its value may have been impaired. As at 30 April 2020, no goodwill was recorded.
In the presence of goodwill, the impairment test is carried out with reference to each of the cash generating units (CGUs) to which the goodwill has been allocated. Any impairment of goodwill is recognised if its recoverable value is lower than its book value. Recoverable value is the higher between the fair value of the CGU, net of disposal costs, and its value in use, the latter being the current value of estimated future cash flows for the asset. In determining the value in use, expected future cash flows are discounted using a pre-tax discount rate that reflects current market evaluations of the cost of money, compared to the period of the investment and the specific risks of the asset.
If the impairment resulting from the impairment test is greater than the value of goodwill allocated to the CGU, the residual excess is allocated to the assets included in the CGU in proportion to their carrying amount. Such allocation shall be limited by the higher of the following amounts:
• the fair value of the asset net of sale expenses;
- the value in use, as defined above;
- zero.
The original value of goodwill cannot be restored if the reasons for its reduction in value no longer exist.
(b) Assets (intangible, assets, property, plant and equipment and investment property) with a definite useful life
At each balance sheet date, an impairment test is carried out to determine whether there are any indications that property, plant and equipment, intangible assets or real estate investments may have suffered a loss in value. To this end, both internal and external sources of information are considered. With regard to the former (internal sources), the following are considered: the obsolescence or physical deterioration of the asset, any significant changes in the use of the asset and the economic performance of the asset compared to expectations. As regards external sources, the following are considered: the trend in the market prices of the assets, any technological, market or regulatory discontinuities, the trend in market interest rates or in the cost of the capital used to evaluate the investments.
If the presence of such indicators is identified, the recoverable value of the abovementioned assets is estimated, recording any write-down with respect to the relative book value in the income statement. The recoverable value of an asset is the higher between the fair value, net of sale costs, and its value in use, the latter being the current value of estimated future cash flows for the asset. In determining the value in use, expected future cash flows are discounted using a pre-tax discount rate that reflects current market evaluations of the cost of money, compared to the period of the investment and the specific risks of the asset. For an asset that does not generate largely independent cash flows, the recoverable value is determined in relation to the cash generating unit to which the asset belongs.
A loss in value is recognised in the income statement if the book value of the asset, or of the related CGU to which it is allocated, is higher than its recoverable value. Impairment of CGUs are first recognised as a reduction in the book value of any goodwill attributed to them and then as a reduction in other assets, in proportion to their book value and within the limits of their recoverable value. If the conditions for a previously made write-down no longer exist, the book value of the asset is restored and recorded in the income statement, within the limits of the net book value that the asset in question would have had if the write-down had not taken place and the relative amortisation had been applied.
TRADE RECEIVABLES AND OTHER FINANCIAL ASSETS
Based on the characteristics of the instrument and the business model adopted for its management, the following three categories are distinguished in compliance with IFRS 9:
(i) financial assets measured at amortised cost; (ii) financial assets measured at fair value, recording the effects among the other comprehensive income components; (iii) financial assets measured at fair value, recording the effects in the income statement.
Financial assets are measured using the amortised cost method if both of the following conditions are met: -the financial asset management model consists of holding the financial asset for the sole purpose of collecting the related cash flows; and
-the financial asset generates, at contractually predetermined dates, cash flows that are exclusively representative of the return on the financial asset.
Financial assets representing debt instruments with a business model that envisages both the possibility of collecting the contractual cash flows and the possibility of realising capital gains on disposal (so-called business model hold to collect and sell), are measured at fair value, recording the effects under comprehensive income (FVTOCI). A financial asset represented by debt securities that is not measured at amortised cost or FVTOCI is measured at fair value, recording the effects in the income statement (FVTPL).
Trade receivables and other financial assets are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method. Trade receivables and other financial assets are included in current assets, with the exception of those with a contractual maturity in excess of twelve months from the balance sheet date, which are classified as non-current assets.
In the case of factoring transactions for trade receivables that do not involve transferral to the factor of the risks and rewards associated with the receivables assigned (the Company continues to be exposed to the risk of insolvency and delayed payment - the so-called assignments with recourse), the transaction is treated in the same way as a loan secured by the receivable subject to assignment. In this case, the receivable assigned continues to be represented in the Company's balance sheet and financial report until it is collected by the factor and any advance obtained from the factor is offset by a financial payable. The financial cost of factoring transactions is represented by interest on the amounts advanced recognised in the income statement on an accruals basis, which are classified as financial expense. Commissions accruing on sales with recourse are included under financial expense, while commissions on sales without recourse are recorded under other operating costs.
IFRS 9 defines a new impairment/write-down model for these assets, with the aim of providing useful information to users of the financial statements on the relative expected losses.
For trade receivables, the Company adopts a simplified approach to valuation which does not require the recognition of periodic changes in credit risk, but rather the recognition of an Expected Credit Loss ("ECL") calculated over the entire life of the receivable.
Receivables are entirely written down in the financial statements when there is objective evidence that the Company will not be able to recover the receivable due from the counterparty on the basis of the contractual terms. Objective evidence includes events such as:
- significant financial difficulties of the debtor;
- legal disputes with the debtor relating to receivables;
- the likelihood that the debtor will go bankrupt or that other financial restructuring procedures will be initiated.
The amount of the write-down is measured as the difference between the book value of the asset and the current value of the estimated future cash flows and recorded in the income statement. If the reasons for the previous write-downs cease to apply in subsequent periods, the value of the asset is reinstated up to the value that would have derived from the application of the amortised cost.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash and bank deposits available and other forms of short-term investment with an original maturity of three months or less.
NON-CURRENT ASSETS HELD FOR SALE
Non-current assets with a book value that will be recovered mainly through sale rather than through continuous use are classified as held for sale and reported separately from other assets in the statement of financial position. This condition is considered met when the sale is highly probable and the asset or group of assets being disposed of is available for immediate sale in its present condition.
Non-current assets held for sale are not subject to amortisation and are measured at the lower between their book value and fair value, minus sale costs.
A discontinued operating asset represents a part of the enterprise that has been disposed of or classified as held for sale and (i) represents an important business unit or geographical area of activity; (ii) is part of a coordinated plan to dispose of an important business unit or geographical area of activity; or (iii) is a subsidiary acquired solely for the purpose of being resold.
The results of discontinued operating assets are disclosed separately in the income statement, net of tax effects. The corresponding figures for the previous year, if any, are reclassified and disclosed separately in the income statement, net of tax effects, for comparative purposes.
FINANCIAL PAYABLES
Financial payables are initially recognised at fair value, net of directly attributable accessory costs, and are subsequently measured at amortised cost, applying the effective interest rate method. In compliance with IFRS 9, they also include trade payables and payables of a varying nature. Financial payables are classified as current liabilities, except for those maturing more than twelve months after the balance sheet date and those for which the Company has an unconditional right to defer payment for at least twelve months after the reference date.
Financial payables are recorded at the date of negotiation of the transaction and are removed from the financial statements when they are extinguished and when the Company has transferred all the risks and charges relating to the instrument.
DERIVATIVE INSTRUMENTS
Derivatives are evaluated as securities held for trading and measured at fair value with a balancing entry in the income statement. They are classified under other current and non-current assets or liabilities.
Financial assets and liabilities with a balancing entry in the income statement are initially recognised and subsequently measured at fair value and the relative accessory costs are immediately expensed in the income statement. Profits and losses deriving from changes in the fair value of exchange rate derivatives are presented in the income statement under financial income and expense in the period in which they are recorded.
EMPLOYEE BENEFITS
Short-term benefits consist of wages, salaries, relative social security charges, payments in lieu of holidays and incentives in the form of bonuses payable in the twelve months following the balance sheet date. These benefits are recorded as components of personnel costs in the period in which the work is performed.
Defined-benefit plans, which also include severance indemnities due to employees pursuant to Article 2120 of the Italian Civil Code ("TFR"), include the amount of benefits payable to employees that can only be quantified after termination of employment, and are linked to one or more factors such as age, years of service and remuneration; consequently, the relative cost is recorded in the income statement on the basis of actuarial calculations. The liability recognised in the financial statements for defined benefit plans corresponds to the current value of the bond at the balance sheet date. Obligations for defined benefit plans are determined annually by an independent actuary using the projected unit credit method. The current value of the defined benefit plan is determined by discounting future cash flows at an interest rate equal to that of high-quality corporate bonds issued in Euro, which takes into account the duration of the relative pension plan. Actuarial profits and losses arising from the abovementioned adjustments and changes in actuarial assumptions are recognised in statement of comprehensive income.
As of 1 January 2007, the 2007 budget law and the relative implementation decrees introduced significant changes to the rules governing employee severance indemnities, including the possibility for employees to choose the destination of their accruing employee severance indemnities. In particular, new flows of severance indemnity may be allocated by the employee to selected pension schemes or kept within the company. In the case of allocation to external pension funds, the company is only required to pay a defined contribution to the fund chosen, and from that date the newly accrued amounts are considered defined contribution plans which are not subject to actuarial evaluation.
STOCK GRANT PLAN
In compliance with IFRS 2 - Share-based payments, the total amount of the current value of the stock grants at the assignment date is recognised entirely in the income statement under personnel costs, with a balancing entry recognised directly under shareholders' equity. If there is a "vesting period" in which certain conditions must be met (achievement of goals) for the assignees to become holders of the right, the cost of remuneration, determined on the basis of the current value of the shares at the assignment date, is recognised under personnel costs on a straight-line basis over the period between the assignment date and the vesting date, with a balancing entry recognised directly under shareholders' equity.
PROVISIONS FOR RISKS AND CHARGES
Provisions for risks and charges are set aside to hedge losses and specific expenses which definitely or probably exist but for which the amount or date of occurrence cannot be determined. The entry is recorded only when there is a current obligation, legal or implicit, for a future outflow of economic resources as a result of past events and it is probable that such outflow is necessary for the fulfilment of the obligation. This amount represents the best estimate of the cost of extinguishing the obligation. The rate used to determine the current value of the liability reflects current market values and takes into account the specific risk associated with each liability.
When the financial effect of time is significant and the dates of payment of the obligations can be reliably estimated, the provisions are measured at the current value of the expected outlay using a rate that reflects market conditions, the change in the cost of money over time and the specific risk associated with the obligation. The increase in the value of the provision, determined by changes in the cost of money over time, is recorded as interest expense.
The risks for which the occurrence of a liability is only a possibility are indicated in the specific section providing information on potential liabilities and no provision is made for them.
TRADE PAYABLES AND OTHER LIABILITIES
Trade payables and other liabilities are initially recognised at fair value, net of directly attributable accessory costs, and are subsequently measured at amortised cost, applying the effective interest rate method.
EARNINGS PER SHARE
(a) Earnings per share - basic
Basic earnings per share is calculated by dividing the Company's share of profit by the weighted average number of ordinary shares in circulation during the year, excluding treasury shares.
(a) Earnings per share - diluted
Diluted earnings per share is calculated by dividing the Company's share of profit by the weighted average number of ordinary shares in circulation during the year, excluding treasury shares. To calculate diluted earnings per share, the weighted average number of shares in circulation is modified by assuming the exercise by all the assignees of rights that potentially have a diluting effect, while the Company's share of profit is adjusted to take into account any effects, net of taxes, of the exercise of such rights.
TREASURY SHARES
Treasury shares are recorded as a reduction in shareholders' equity. The original cost of the treasury shares and the revenues deriving from any subsequent sales are recorded as changes in shareholders' equity.
RECOGNITION OF REVENUES
On the basis of the five-stage model introduced by IFRS 15, the Company proceeds with the recognition of revenues after identifying the contracts with its customers and the relative services to be provided (transfer of goods and/or services), determining the payment to which it believes it is entitled in exchange for the provision of each of these services, and assessing the manner in which these services are to be provided (fulfilment at a given time versus fulfilment over time.)
When the above requirements are met, the Company applies the recognition rules described below. Revenues from the sale of products are recognised when control connected with ownership of the goods is transferred to the buyer, or when the customer acquires full capacity to decide on the use of the goods and to substantially reap all the benefits.
Revenues from services are recognised when they are rendered with reference to the state of progress. Revenues also include lease payments recognised on a straight-line basis throughout the duration of the contract.
Revenues are recognised at the fair value of the price received for the sale of products and services in the ordinary course of the Company's business. Revenues are recognised net of value added tax, expected returns, allowances, discounts and certain marketing activities carried out with the help of customers, the value of which depends on the revenues themselves.
RECOGNITION OF COSTS
Costs are recognised when they relate to goods and services purchased or consumed during the year or by systematic allocation.
TAXES
Current taxes are determined on the basis of an estimate of taxable income, in compliance with the tax regulations applicable to the Company.
Deferred tax assets and liabilities are calculated on the basis of all the differences that emerge between the taxable amount of an asset or liability and its book value, with the exception of goodwill upon initial recognition and those relating to differences arising from investments in subsidiaries, when the timing of reversal of these differences is subject to Company control and it is probable that they will not occur within a reasonably foreseeable period of time. Deferred tax assets, including those relating to previous tax losses, not offset by deferred taxes, are recognised to the extent that it is probable that future taxable income will be available to enable their recovery. Deferred tax assets and liabilities are determined using the tax rates that are expected to be applicable in the years in which the differences will be realised or extinguished.
Current, deferred tax assets and liabilities are recorded in the income statement under "Income taxes", with the exception of those relating to items recorded in the statement of comprehensive income other than net profit and those relating to items directly charged or credited to shareholders' equity. In the latter cases, deferred taxes are recorded in the statement of comprehensive income and directly under shareholders' equity. Deferred tax assets and liabilities are offset when they are applied by the same tax authority, there is a legal offsetting right and a settlement of the net balance is expected.
Other taxes not related to income, such as indirect taxes and duties, are included in the income statement under "Other operating costs".
2.4 Newly issued standards
At the date of this Report, the competent bodies of the European Union had approved the adoption of the following accounting standards and amendments applied by the Company at 01 May 2019.
• On 13 January 2016, the IASB published the new IFRS 16 - Leases. This new standard replaces IAS 17. The main change concerns the recognition of leases by lessees who, under IAS 17, were required to make a distinction between financial leases (accounted for under an on-balance sheet treatment) and operating leases (recorded using the off balance sheet method). Under IFRS 16, operating leases will be classified in the same way as financial leases. Under the new standard, an asset (the right to use the leased item) and a financial liability to pay rents are recognised. The IASB has provided an optional exemption for certain low-value, short-term lease and lease contracts. This standard is applicable from 1 January 2019 and by the Company from 1 May 2019.
The Company has carried out an in-depth analysis of all the lease and rental contracts already in force as at 30 April 2019 in the light of the new accounting rules for leases envisaged by IFRS 16. The standard mainly influences the recognition of the Company's operating leases and lease contracts.
The main impacts on the Group's consolidated financial statements at 30 April 2020 are summarised below:
- Company statement of financial position: higher non-current assets due to the recognition of the "right to use leased assets" as a balancing entry to higher financial liabilities. At 30 April 2020, the new standard determined the recognition of amounts payable of Euro 294 thousand for financial leases and of Euro 294 thousand for intangible assets;
- Company income statement: other nature, quantification, qualification and classification of expenses which envisages the recording of the "Amortisation of the right to use the asset" and "Financial expenses", in place of the "Costs for use of third party assets - operating lease instalments", as per IAS 17, with a consequent positive impact on EBITDA estimated at Euro 123 thousand on an annual basis with the same scope of consolidation. At 30 April 2020, the new standard had a negative impact on the net result of Euro 1 thousand;
- In October 2017, the IASB published an amendment to IFRS 9 "On prepayment features with negative compensation". The amendment confirms that when a financial liability recognised at amortised cost is modified without this leading to its de-recognition, the related gain or loss must be recognised immediately in the income statement. The gain or loss is measured as the difference between the previous cash flow and the cash flow restated to reflect the change. The amendments are effective for annual periods beginning on or after 1 January 2019.
- In December 2017, the IASB issued a set of amendments to IFRS (Annual Improvements to IFRSs 2015-2017 Cycle). The provisions approved have amended: (i) IFRS 3 "Business Combinations"; (ii) IFRS 11 "Joint arrangements"; (iii) IAS 12 "Income Taxes"; (iv) IAS 23 "Borrowing costs" in relation to the accounting treatment of loans originally
linked to the development of a business. The amendments are effective for annual periods beginning on or after 1 January 2019.
- In October 2017, the IASB published an amendment to IAS 28 "Long-term Interests in Associates and Joint Ventures". The amendment clarifies the accounting treatment of investments in associates and joint ventures that are not evaluated using the equity method in accordance with IFRS 9. The amendments are effective for annual periods beginning on or after 1 January 2019.
- In February 2018, the IASB published an amendment to IAS 19 "Employee benefits" that introduces changes essentially aimed at requiring the use of updated actuarial assumptions in the calculation of current service cost and net interest for the period following a change in an existing defined benefit plan. The amendments are effective for annual periods beginning on or after 1 January 2019.
- In June 2017, the IASB published the interpretation IFRIC 23 "Uncertainty over Income Tax Treatments". The document provides guidance on how to reflect uncertainties in the tax treatment of a given phenomenon in the accounting for current and/or deferred income taxes. The amendments are effective for annual periods beginning on or after 1 January 2019.
The adoption of the amendments to the aforesaid standards, with the exception of that indicated with regard to IFRS 16, have had no effect on the Company's statutory financial statements.
At the date of this Report, the competent bodies of the European Union had approved the adoption of the following accounting standards and amendments not yet applicable by the Company.
- In October 2018, the IASB published a number of amendments to IFRS 3 that amend the definition of "business" in the context of acquisitions of companies or groups of assets. The amendments are effective from the year beginning 1 January 2020 and therefore from 1 May 2020.
- In October 2018, the IASB published a number of amendments to IAS 1 and IAS 8, clarifying the definition of "material information". The amendments are effective from the year beginning 1 January 2020 and therefore from 1 May 2020.
- In September 2019, the IASB published a number of amendments to IFRS 9, IAS 39 and IFRS 7, providing clarification in view of the reform on the interest rates applied to transactions carried between banks. The amendments are effective from the year beginning 1 January 2020 and therefore from 1 May 2020.
At the date of this Report, the competent bodies of the European Union had not yet completed the endorsement process necessary for the adoption of the following accounting standards and amendments.
- In May 2017, the IASB issued the new standard IFRS 17 "Insurance Contracts". The new standard will replace IFRS 4 and will be effective for annual periods beginning on or after 1 January 2023.
- In May 2020, the IASB published an amendment to IFRS 16 "Leases". The amendment makes it possible to neutralise changes in the payment of fees resulting from agreements between the parties in view of the negative effects of Covid-19. The amendment is effective from 1 June 2020.
- In January 2020, the IASB published an amendment to IAS 1 "Presentation of financial statements" which provides clarification on the classification of liabilities between current and non-current. The amendment is applicable from 1 January 2022.
- In May 2020, the IASB published amendments to IFRS 3 "Business combinations", IAS 16 "Property, plant and equipment" and IAS 37 "Provisions, contingent liabilities and contingent assets". Amendments to IFRS 1 "First-time Adoption of IFRS", IFRS 9 "Financial Instruments", IAS 41 "Agriculture" and the illustrative examples annexed to IFRS 16 "Leases" were also published. These changes will be applicable from 1 January 2022.
The Company will adopt these new standards, amendments and interpretations, on the basis of the expected date of application, and will assess their potential impacts, when they are approved by the European Union.
3 Financial Risk Management
The Company's assets are exposed to credit risk.
The Company's risk management strategy aims to minimise potential negative effects on the Company's financial performance. Risk management is centralised in the treasury function, which identifies, evaluates and hedges financial risks. The treasury function provides indications for monitoring risk management, as well as indications for specific areas, concerning interest rate risk, exchange rate risk.
MARKET RISK
The Company is exposed to market risks only with regard to credit risk.
Interest Rate Risk
The Company's capital structure is characterised by a structurally positive net financial position and is therefore not exposed to interest rate risk.
Exchange Rate Risk
In the year ended 30 April 2020, the Company did not operate in currencies other than the Euro.
Credit risk
The credit risk is represented by exposure to potential losses that may derive from failure to fulfil obligations undertaken by customers. To mitigate the credit risk related to commercial counterparties, and therefore customers, the Company has implemented procedures to ensure that services are supplied to customers considered reliable on the basis of past experience and available information. Furthermore, the Company constantly monitors its commercial exposure and ensures that receivables are collected in compliance with the contractual deadlines. We would also point out that the company's exposure is concentrated mainly on companies belonging to the Sesa Group.
The credit risk deriving from normal operations is constantly monitored using customer information and assessment procedures, with the creation of a provision for bad debts.
The following table provides a breakdown of current customer receivables as at 30 April 2020 and 2019, grouped by due date, net of the provision for bad debts.
| Year ended 30 April | |||
|---|---|---|---|
| 2020 | 2019 | ||
| Yet to mature | 836 | 806 | |
| Expired by 0-30 days | 454 | 4 | |
| Expired by 31-90 days | 14 | 1 | |
| Expired by 91-180 days | 11 | 22 | |
| Expired by 180-360 days | 0 | 7 | |
| Expired by over 360 days | 9 | 0 | |
| Total | 1,324 | 840 |
LIQUIDITY RISK
Liquidity risk is associated with the Company's ability to fulfil its commitments deriving mainly from financial liabilities. Prudent management of the liquidity risk arising from the Company's normal operations implies maintaining an adequate level of cash and cash equivalents and the availability of funds obtainable through an adequate amount of credit lines.
The Company's capital structure is characterised by a structurally positive net financial position and is therefore not exposed to liquidity risk.
The following tables show the expected cash flows in future years for financial liabilities at 30 April 2020 and 30 April 2019:
| Book value | Within 12 months | Between 1 and 5 years | Over 5 years |
|---|---|---|---|
| 1,063 | 1,063 | ||
| 296 | 121 | 175 | |
| 847 | 847 | - | |
| 8,418 | 8,418 | - | |
| As at 30 April 2019 | Over 5 years | |||
|---|---|---|---|---|
| (Euro thousands) | Book value | Within 12 months | Between 1 and 5 years | |
| Current and non-current loans | ||||
| Trade payables | 804 | 804 | - | - |
| Other current and non-current payables | 4,659 | 4,659 | - | - |
Other current and non-current payables refer mainly to group VAT payables and other relations with companies included in the scope of the tax consolidation.
CAPITAL RISK
The Company's goal in terms of capital risk management is mainly to safeguard business continuity so as to guarantee returns for shareholders and benefits for other stakeholders. The Group also aims to maintain an optimal capital structure in order to reduce the cost of borrowing.
FINANCIAL ASSETS AND LIABILITIES BY CATEGORY
With reference to the classification and valuation of financial assets, it should be noted that the financial assets held by the group are valued:
-at amortised cost in the case of financial assets relating to the "hold to collect" business model;
-at fair value, recorded under other comprehensive income components in the case of financial assets relating to the "hold to collect and sell" business model.
A financial asset representing a debt instrument that is not measured at amortised cost or FVTOCI is measured at fair value, recording the effects in the income statement.
The fair value of trade receivables and other financial assets, trade payables and other payables and other financial liabilities, recorded under "current" items of the statement of financial position measured using the amortised cost method, as these are mainly assets underlying commercial transactions the settlement of which is envisaged in the short term, does not differ from the book values of the financial statements at 30 April 2020 and 30 April 2019.
Non-current financial assets and liabilities are settled or measured at market rates and their fair value is therefore deemed to be substantially in line with current book values.
The following table provides a breakdown of financial assets and liabilities by category at 30 April 2020 and 30 April 2019:
| As at 30 April 2020 (Euro thousands) |
Assets and liabilities at amortised cost |
Assets at FVOCI | Assets and liabilities at FVPL |
Derivative financial instruments |
Total |
|---|---|---|---|---|---|
| Assets | |||||
| Current trade receivables | 1,324 | 1,324 | |||
| Other current and non-current assets | 12,176 | 12,176 | |||
| Cash and cash equivalents | 5,767 | 5,767 |
| Total assets | 19,267 | 19,267 | |||
|---|---|---|---|---|---|
| Liabilities | |||||
| Current and non-current loans | 1,063 | 1,063 | |||
| Financial liabilities for rights of use | 296 | 296 | |||
| Trade payables | 847 | 847 | |||
| Other current liabilities | 8,418 | 8,418 | |||
| Total liabilities | 10,624 | 10,624 | |||
| As at 30 April 2019 | Assets and | Assets at FVOCI | Assets and liabilities | Derivative | |
| (Euro thousands) | liabilities at amortised cost |
at FVPL | financial instruments |
Total | |
| Assets | |||||
| Current trade receivables | 840 | 840 | |||
| Other current and non-current assets | 13,291 | 13,291 | |||
| Cash and cash equivalents | 7,223 | 7,223 | |||
| Total assets | 21,354 | 21,354 | |||
| Liabilities | |||||
| Current and non-current loans | |||||
| Trade payables | 804 | 804 | |||
| Other current liabilities | 4,659 | 4,659 | |||
| Total liabilities | 5,463 | 5,463 |
FAIR VALUE MEASUREMENT
IFRS 13 defines fair value as the price that would be received for the sale of an asset or paid for the transfer of a liability at the measurement date in a free transaction between market operators.
The fair value of financial instruments listed on an active market is based on the market prices on the closing date. The fair value of instruments that are not listed on an active market is determined using valuation techniques based on a series of methods and assumptions linked to market conditions at the balance sheet date.
Below is the classification of the fair values of financial instruments on the basis of the following hierarchical levels: Level 1 Fair value determined by reference to quoted (unadjusted) prices on active markets for identical financial instruments;
Level 2 Fair value determined using valuation techniques with reference to variables observable on active markets; Level 3 Fair value determined using valuation techniques with reference to variables that cannot be observed on active markets;
4 Estimates and Assumptions
The preparation of the financial statements requires the application by the directors of accounting standards and methods that, in some circumstances, are based on difficult and subjective assessments and estimates based on historical experience and assumptions that are considered reasonable and realistic in relation to the relative circumstances. The application of these estimates and assumptions influences the amounts reported in the financial statements, the statement of financial position, the income statement, the statement of comprehensive income, the statement of cash flows and the notes provided.
The final results of the financial statement items for which the above estimates and assumptions have been used may differ from those reported in financial statements that record the effects of the occurrence of the estimated event, due to the uncertainty that characterises the assumptions and the conditions on which the estimates are based.
Here is a brief description of the areas that require greater subjectivity on the part of directors in making estimates and for which a change in the conditions underlying the assumptions used could have a significant impact on the financial data.
(a) Reduction of value of assets
In compliance with the accounting standards applied by the Company, property, plant and equipment, intangible assets and real estate investments are tested for impairment, which should be recognised through a write-down, when there are indications that it may be difficult to recover their net book value through use. Verification of the existence of the above indicators requires directors to make subjective assessments based on information available from the Company and on the market, as well as on historical experience.
Moreover, if it is determined that a potential reduction in value may have been generated, the Company proceeds to determine said value using appropriate evaluation techniques. The correct identification of the elements that indicate the existence of a potential reduction in the value of property, plant and equipment, intangible assets and investment property, as well as the estimates for their determination, depend on factors that may vary over time, influencing the evaluations and estimates made by the directors.
(b) Amortisation and Depreciation
The cost of property, plant and equipment and intangible assets is depreciated/amortised on a straight-line basis over the estimated useful life of the relative assets. The useful economic life of these assets is determined by the directors at the moment of purchase; it is based on historical experience for similar assets, market conditions and advances regarding future events that could have an impact on the useful life of the assets, including changes in technology. Consequently, the actual economic life may differ from the estimated useful life.
(c) Provision for bad debts
The provision for bad debts reflects the estimated losses on the Company's portfolio of receivables. Provisions have been made for losses expected on receivables, estimated on the basis of past experience with reference to receivables with similar credit risk, current and historical outstanding amounts, as well as the careful monitoring of the quality of the receivables portfolio and the current and expected conditions of the economy and the reference markets. Estimates and assumptions are reviewed on a regular basis and the effects of each change are reflected in the income statement in the year to which they refer.
(d)Employee benefits
The current value of the pension funds recorded in the separate financial statements depends on an independent actuarial calculation and on the various assumptions taken into consideration. Any changes in assumptions and in the discount rate used are promptly reflected in the calculation of the current value and could have a significant impact on the data in the financial statements. The assumptions used for the actuarial calculation are reviewed annually. The current value is determined by discounting future cash flows at an interest rate equal to that of high-quality corporate bonds issued in the currency in which the liability will be liquidated and which takes into account the duration of the relative pension plan. For further information, see notes 24 Employee benefits and 9 Personnel costs.
5 Revenues
All Group revenues are generated in Italy. The revenues item is detailed as follows:
| Year ended 30 April | |||
|---|---|---|---|
| (Euro thousands) | 2020 | 2019 | |
| Performance of services and other revenues | 8,584 | 7,067 | |
| Other revenues | 853 | 760 | |
| Total | 9,437 | 7,827 |
Revenues refer mainly to administration, finance and auditing services, personnel management, and management of information systems supplied to Sesa Group companies.
6 Other Income
The item in question is detailed as follows:
| Year ended 30 April | |||
|---|---|---|---|
| (Euro thousands) | 2020 | 2019 | |
| Leases and rents | 40 | 40 | |
| Other income | 2,278 | 1,275 | |
| Total | 2,318 | 1,315 |
The lease item refers to rents receivable for the premises located in Rome.
Other income refers mainly to the reversible remuneration of the Chairman of the Board of Directors and an Executive Deputy Chairman, the recovery of costs incurred on behalf of other Group companies and the capital gain of Euro 373 thousand relating to the sale of land.
7 Consumables and goods for resale
The item in question is detailed as follows:
| Year ended 30 April | |||
|---|---|---|---|
| (Euro thousands) | 2020 | 2019 | |
| Consumables and other purchases | 44 | 54 | |
| Total | 44 | 54 |
8 Costs for Services and rent, leasing, and similar costs
The item in question is detailed as follows:
| Year ended 30 April | |||
|---|---|---|---|
| (Euro thousands) | 2020 | 2019 | |
| Technical assistance for hardware and software | 208 | 157 | |
| Consulting activities | 3,246 | 2,637 | |
| Rentals and hires | 229 | 319 | |
| Marketing | 134 | 109 | |
| Insurance policies | 124 | 77 | |
| Utilities | 71 | 52 | |
| Support and training expenses | 7 | 7 | |
| Maintenance | 37 | 36 | |
| Other service expenses | 1,010 | 336 | |
| Total | 5,066 | 3,730 |
The Consulting item includes costs accrued for the stock grant plan assigned to the executive directors for a total of Euro 1,533 thousand.
9 Personnel Costs
The item in question is detailed as follows:
| Year ended 30 April | ||
|---|---|---|
| (Euro thousands) | 2020 | 2019 |
| Wages and salaries | 3,648 | 3,388 |
| Social security payments | 1,045 | 973 |
| Contributions to defined contribution pension funds | 246 | 209 |
| Reimbursements and other personnel costs | 231 | 196 |
| Total | 5,170 | 4,766 |
The following table shows the average and precise number of Group employees:
| Average number of employees for the year ended April 30 |
Number of employees at 30 April | |||
|---|---|---|---|---|
| (In units) | 2020 | 2019 | 2020 | 2019 |
| Executives | 2 | 2 | 2 | 2 |
| Middle Management | 9 | 9 | 10 | 9 |
| Office Staff | 88 | 77 | 88 | 84 |
| Total | 99 | 88 | 100 | 95 |
10 Other Operating Costs
The item in question is detailed as follows:
| Year ended 30 April | ||
|---|---|---|
| (Euro thousands) | 2020 | 2019 |
| Provision for bad debts | 3 | |
| Duties and taxes | 59 | 48 |
| Losses not covered by the provision for bad debts | ||
| Capital losses on disposals | ||
| Provisions for Risks and Charges | ||
| Other operating costs | 76 | 44 |
| Total | 135 | 95 |
11 Amortisation and Depreciation
The item in question is detailed as follows:
| Year ended 30 April | ||
|---|---|---|
| (Euro thousands) | 2020 | 2019 |
| Intangible assets | 41 | 28 |
|---|---|---|
| Right of use | 120 | |
| Property, plant and equipment | 139 | 108 |
| Investment properties | ||
| Total | 300 | 136 |
12 Financial Income and Expense
The item in question is detailed as follows:
| Year ended 30 April | ||
|---|---|---|
| (Euro thousands) | 2020 | 2019 |
| Commissions and other financial expense | (20) | (14) |
| Financial expense related to severance indemnities | (18) | (20) |
| Total financial expense | (38) | (34) |
| Other financial income. | 35 | 45 |
| Bank interest income | 3 | 3 |
| Dividends from shareholdings | 10,524 | 10,323 |
| Total financial income | 10,562 | 10,371 |
| Net financial income | 10,524 | 10,337 |
13 Income Taxes
The item in question is detailed as follows:
| Year ended 30 April | |||
|---|---|---|---|
| (Euro thousands) | 2020 2019 |
||
| Current taxes | 507 | 294 | |
| Differed taxes and previous years' taxes | (43) | 7 | |
| Total | 464 | 301 |
Sesa SpA, in its capacity as consolidating company, has exercised the option for the national tax consolidation regime (pursuant to art. 117 et seq. of the Consolidated Income Tax Act), which allows the determination of IRES (corporate income tax) on a single taxable base corresponding to the algebraic sum of the positive and negative taxable amounts of the individual participating companies, specifically Computer Gross SpA, Var Group SpA and ICT Logistica Srl, the latter as consolidated companies. In the preparation of the financial statements, the effects of the transfer of the tax positions deriving from the tax consolidation, as regulated by the relative consolidation agreements in force, have therefore been taken into account and, in particular, the consequent credit/debit relationships with the consolidated companies have been recorded. The option to join the Group's VAT regime was also renewed with a special form sent to the Italian Revenue Department. Consequently, since that date, Sesa SpA has acted as liquidator of VAT credit/debit positions also for its subsidiaries Computer Gross SpA and Var Group SpA.
The following table shows the reconciliation of the theoretical tax burden with the actual tax burden for the years ended 30 April 2020 and 30 April 2019.
| Year ended 30 April | ||||
|---|---|---|---|---|
| (Euro thousands) | 2020 | 2019 | ||
| Result before taxes | 11,564 | 10,698 | ||
| Theoretical taxes | 2,775 | 24.0% | 2,568 | 24.0% |
| Taxes relating to previous years | ||||
| Subsidised taxation on dividends | (2,399) | (2,354) | ||
| Taxes on accrued costs deducted from shareholders' equity at FTA | ||||
| Other differences | (16) | (15) | ||
| IRAP, including changes in deferred tax assets and liabilities | 104 | 102 | ||
| Actual tax charge | 464 | 301 |
14 Intangible Assets
The item in question and relative changes are detailed as follows:
| (Euro thousands) | Client list | Software and other intangible assets |
Trademarks and patents |
Total |
|---|---|---|---|---|
| Balance as at 30 April 2018 | 7 | 52 | 59 | |
| Of which: | ||||
| - historical cost | 25 | 125 | 9 | 159 |
| - accumulated amortisation | (18) | (73) | (9) | (100) |
| Investments | 74 | 74 | ||
| Disinvestments | ||||
| Amortisation | (2) | (26) | (28) | |
| Balance as at 30 April 2019 | 5 | 100 | 105 | |
| Of which: | ||||
| - historical cost | 25 | 199 | 9 | 233 |
| - accumulated amortisation | (20) | (99) | (9) | (128) |
| Investments | 57 | 57 | ||
| Disinvestments | ||||
| Amortisation | (3) | (38) | (41) | |
| Balance as at 30 April 2019 | 2 | 119 | 121 | |
| Of which: | ||||
| - historical cost | 25 | 256 | 9 | 290 |
| - accumulated amortisation | (23) | (137) | (9) | (169) |
The balance of intangible assets at 30 April 2020 consists mainly of software and software licenses in use at the Company.
15 Property, plant and equipment and Rights of use
The item in question and relative changes are detailed as follows:
| Other property, | ||||
|---|---|---|---|---|
| (Euro thousands) | Office equipment | plant and | Right of use | Total |
| equipment |
| Balance as at 30 April 2018 | 351 | 1 | 352 | |
|---|---|---|---|---|
| Of which: | ||||
| - historical cost | 572 | 135 | 707 | |
| - accumulated depreciation | (221) | (134) | (355) | |
| Investments | 203 | 203 | ||
| Disinvestments | ||||
| Depreciation | (107) | (107) | ||
| Other changes in historical cost | ||||
| Other changes in the accumulated depreciation | ||||
| Balance as at 30 April 2019 | 447 | 1 | 448 | |
| Of which: | ||||
| - historical cost | 775 | 135 | 910 | |
| - accumulated depreciation | (328) | (134) | (462) | |
| Financial Lease IFRS 16 balance at 01 May 2019 |
249 | 249 | ||
| Investments | 126 | 141 | 267 | |
| Disinvestments | (2) | (2) | ||
| Depreciation | (138) | (1) | (120) | (259) |
| Other changes in historical cost | ||||
| Other changes in the accumulated depreciation | 24 | 24 | ||
| Balance as at 30 April 2020 | 433 | 294 | 727 | |
| Of which: | ||||
| - historical cost | 899 | 135 | 390 | 1,424 |
| - accumulated depreciation | (466) | (135) | (96) | (697) |
Investments in the year ended 30 April 2019 included the acquisition of office equipment (servers and storage) for the corporate services activity carried out by the Company for the Group companies, while the Right of use item included the subscription of car rentals for the Company's employees and directors.
16 Investment Property
The item in question and relative changes are detailed as follows:
| (Euro thousands) | Land | Buildings | Total |
|---|---|---|---|
| Balance as at 30 April 2018 | 281 | 8 | 289 |
| Of which: | |||
| - historical cost | 281 | 10 | 291 |
| - accumulated depreciation | - | (2) | (2) |
| Depreciation | |||
| Balance as at 30 April 2019 | 281 | 8 | 289 |
| Of which: | |||
| - historical cost | 281 | 10 | 291 |
| - accumulated depreciation | - | (2) | (2) |
| Depreciation | (1) | (1) | |
| Disposals | (281) | (281) | |
| Balance as at 30 April 2020 | 7 | 7 |
| Of which: | |||
|---|---|---|---|
| - historical cost | 281 | 10 | 291 |
| - accumulated depreciation | (281) | (3) | (284) |
During the year ended 30 April 2020, the land located in Villanova – Empoli (Florence) was sold to Computer Gross SpA.
17 Equity Investments
The item in question and relative changes are detailed as follows:
| Year ended 30 April | ||
|---|---|---|
| (Euro thousands) | 2020 | 2019 |
| Computer Gross S.p.A. | 53,163 | 53,163 |
| Var Group S.p.A. | 13,999 | 13,999 |
| Base Digitale S.r.l. | 4,959 | |
| Adiacent S.r.l. | 2,559 | |
| C.G.N. S.r.l. | 994 | 994 |
| Arcipelago Cloud S.r.l. | 50 | |
| Idea Point S.r.l. | 35 | 35 |
| Total | 75,709 | 68,241 |
The changes in the Equity Investments item are shown below.
| Investments | |
|---|---|
| (Euro thousands) | |
| Balance as at 30 April 2018 | 68,241 |
| Changes: | |
| - Purchases or subscriptions | - |
| - Sales | - |
| Balance as at 30 April 2019 | 68,241 |
| Changes: | |
| - Purchases or subscriptions | 7,518 |
| - Sales | (50) |
| Balance as at 30 April 2020 | 75,709 |
18 Deferred Tax Assets and Liabilities
The expected maturity of deferred tax assets and liabilities for deferred taxes can be broken down as follows:
| As at 30 April | ||
|---|---|---|
| (Euro thousands) | 2020 | 2019 |
| Receivables for deferred tax assets | 384 | 260 |
| Deferred tax liabilities | 31 | 3 |
|---|---|---|
Net changes in these items are detailed as follows:
| As at 30 April | ||
|---|---|---|
| (Euro thousands) | 2020 | 2019 |
| Opening balance | 260 | 259 |
| Increase following merger | ||
| Impact on income statement | 93 | 1 |
| Impact on statement of comprehensive income | ||
| Reclassification | ||
| Closing balance | 353 | 260 |
| Of which: | ||
| - receivables for deferred tax assets | 384 | 263 |
| - deferred tax liabilities | 31 | 3 |
Changes in deferred tax assets can be broken down as follows:
| Receivables for deferred tax assets (Euro thousands) |
Differences in value of tangible and intangible assets |
Provisions for risks and charges and other provisions (stock grant) |
Employee benefits | Other entries |
Total |
|---|---|---|---|---|---|
| Balance as at 30 April 2018 | 269 | (10) | 259 | ||
| Impact on income statement | 1 | 1 | |||
| Impact on statement of comprehensive income | |||||
| Other changes | |||||
| Balance as at 30 April 2019 | 270 | (10) | 260 | ||
| Impact on income statement | 1 | 123 | 124 | ||
| Impact on statement of comprehensive income | |||||
| Other changes | |||||
| Balance as at 30 April 2020 | 271 | 123 | (10) | 384 |
Changes in deferred taxes can be broken down as follows:
| Deferred tax liabilities (Euro thousands) |
Differences in value of property, plant and equipment and intangible assets |
Employee benefits | Other entries | Total |
|---|---|---|---|---|
| Balance as at 30 April 2018 | 1 | 1 | ||
| Reclassification | ||||
| Impact on income statement | 2 | 2 | ||
| Impact on statement of comprehensive income | ||||
| Balance as at 30 April 2019 | 3 | 3 | ||
| Reclassification | ||||
| Impact on income statement | 28 | 29 |
| Balance as at 30 April 2020 | 3 | 28 | 31 |
|---|---|---|---|
19 Other receivables and current and non-current assets
The item in question is detailed as follows:
| As at 30 April | ||
|---|---|---|
| (Euro thousands) | 2020 | 2019 |
| Non-current receivables from others | 10 | 56 |
| Non-current equity investments in other companies | 78,716 | 71,249 |
| Non-current securities | ||
| Total other non-current receivables and assets | 78,726 | 71,305 |
| Current receivables from subsidiaries | 8,271 | 9,733 |
| Current receivables from others | 30 | 10 |
| Other current tax receivables | ||
| Accrued income and prepaid expenses | 456 | 206 |
| Derivative assets | - | - |
| Total other current receivables and assets | 8,757 | 9,949 |
Non-current equity investments in other companies refer to companies that are not listed on an active market, the fair value of which cannot be measured reliably; therefore, these equity investments are measured at cost, net of any permanent impairments.
The increase of Euro 7.5 million in Equity Investments refers to Euro 4,959 thousand for the contribution of investment assets for the subscription of a 50% capital increase in Base Digitale SpA and Euro 2,559 thousand for the purchase of 33% of Adiacent Srl.
Receivables from subsidiaries include receivables from Computer Gross SpA and Var Group SpA for tax consolidation of Euro 6,688 thousand and a residual loan of Euro 1.5 million from Var Group SpA.
20 Current Trade Receivables
The item in question is detailed as follows:
| As at 30 April | ||
|---|---|---|
| (Euro thousands) | 2020 | 2019 |
| Trade receivables | 1,242 | 774 |
| Provision for bade debts | (62) | (84) |
| Trade receivables net of the provision for bad debts | 1,180 | 690 |
| Receivables from subsidiaries | 140 | 150 |
| Receivables from associates | ||
| Receivables from parent companies | 4 | |
| Total current trade receivables | 1,324 | 840 |
The table below shows changes in the provision for bad debts:
| 85 |
|---|
| 1 |
| 84 |
| 22 |
| 62 |
21 Shareholders' Equity
Share capital
At 30 April 2020, the fully subscribed and paid-up share capital of the Parent Company amounted to Euro 37,127 thousand and consisted of 15,494,590 ordinary shares, all with no nominal value. The Company has no Warrants or shares other than ordinary shares.
As at 30 April 2020, Sesa SpA held 87,961 shares, equating to 0.568% of the share capital, purchased at an average price of 37.5 euros under the treasury share purchase plan approved by the shareholders' meeting of 27 August 2019. In application of the international accounting standards, these instruments are deducted from the company's shareholders' equity.
At 30 April 2020, 87,961 treasury shares were held, for a total value of Euro 3,300 thousand.
The table below provides details of changes in shares in circulation and treasury shares during the year:
| Number of shares | |
|---|---|
| Situation as at 30 April 2019 | |
| Shares issued | 15,494,590 |
| Treasury shares in portfolio | 65,742 |
| Shares in circulation | 15,428,848 |
| Changes during the year | |
| Assignment of shares in execution of the Stock Grant Plan | 42,000 |
| Purchase of treasury shares | 64,219 |
| Situation as at 30 April 2020 | |
| Shares issued | 15,494,590 |
| Treasury shares in portfolio | 87,961 |
| Shares in circulation | 15,408,629 |
Other reserves
The "Other reserves" and "Minority actuarial profit (loss) reserve" items can be broken down as follows:
| Legal reserve |
Treasury Shares |
Actuarial gain (loss) reserve |
Miscellaneous reserves |
Total Other reserves |
|
|---|---|---|---|---|---|
| (Euro thousands) | |||||
| As at 30 April 2018 | 1,879 | (959) | (169) | 2,749 | 3,500 |
| Actuarial gain (loss) for employee benefits - gross | (76) | (76) | |||
| Actuarial gain(loss) for employee benefits - tax effect | 18 | 18 | |||
| Purchase of treasury shares | (1,739) | (1,739) | |||
| Sale/cancellation of treasury shares | 0 | ||||
| Distribution of dividends | (544) | (544) | |||
| Assignment of Stock Grant plan | 1,059 | (1,022) | 37 | ||
| Vesting of Stock Grant plan | 1,022 | 1,022 | |||
| Other changes | |||||
| Allocation of profit for the year | 461 | 461 | |||
| As at 30 April 2019 | 2,340 | (1,639) | (227) | 2,205 | 2,679 |
| Actuarial profit(loss) for employee benefits - gross | 7 | 7 | |||
| Actuarial gain(loss) for employee benefits - tax effect | (2) | (2) | |||
| Purchase of treasury shares | (2,765) | (2,765) | |||
| Sale/cancellation of treasury shares | 0 | ||||
| Distribution of dividends | 0 | ||||
| Assignment of Stock Grant plan | 1,104 | (1,104) | 0 | ||
| Vesting of Stock Grant plan | 1,533 | 1,533 | |||
| Other changes | |||||
| Allocation of profit for the year | 520 | 136 | 656 | ||
| As at 30 April 2020 | 2,860 | (3,300) | (222) | 2,770 | 2,108 |
22 Earnings per Share
For the calculation of earnings per share and diluted earnings per share, see the notes to the Group's consolidated financial statements.
23 Current and Non-current Loans
The table below provides a breakdown of this item at 30 April 2020. As at 30 April 2019, this item had a value of zero.
| As at 30 April 2020 (Euro thousands) |
Within 12 months |
Between 1 and 5 years |
Over 5 years | Total |
|---|---|---|---|---|
| Long-term loans | ||||
| Short-term loans | 1,063 | 1,063 | ||
| Financial liabilities for right of use | 121 | 175 | 296 |
A summary of the net financial position is provided below:
| As at 30 April | |||
|---|---|---|---|
| (Euro thousands) | 2020 | 2019 | |
| A. | Cash | ||
| B. | Cheques and bank and post office deposits | 5,767 | 7,223 |
| C. | Securities held for trading | - | - |
| D. | Liquidity (A) + (B) + (C) | 5,767 | 7,223 |
| E. | Current financial receivables | 1,500 | 6,500 |
| F. | Current bank payables | - | - |
| G. | Current part of non-current debt | - | - |
| H. | Other current financial payables | 1,183 | - |
| I. | Current financial debt (F) + (G) + (H) | 1,183 | - |
| J. | Net current financial debt (I) + (E) + (D) | (6,084) | (13,723) |
| K. | Non-current bank payables | - | - |
| L. | Bonds issued | - | - |
| M. | Other non-current payables | 175 | - |
| N. | Non-current financial debt (K) + (L) + (M) | - | - |
| O. | Net financial debt (J) + (N) | (5,909) | (13,723) |
Current financial receivables include the interest-bearing loan of Euro 1.5 million to Var Group SpA. The Net Financial Position also includes financial payables recorded following the first application of IFRS 16, totalling Euro 296 thousand, payables for the purchase of deferred instalments amounting to Euro 876 thousand and other loans for Euro 187 thousand.
24 Employee Benefits
This item includes the provision for severance indemnities (TFR) for employees.
Changes in this item are detailed as follows:
| Year ended 30 April | ||
|---|---|---|
| (Euro thousands) | 2020 | 2019 |
| Opening balance | 1,624 | 1,268 |
| Service cost | 148 | 121 |
| Bond interest | 19 | 20 |
| Uses and advances | (88) | (36) |
| Actuarial loss/(gain) | (7) | 76 |
| Change in workforce due to transferral of resources | 175 | |
| Closing balance | 1,696 | 1,624 |
The actuarial assumptions used to calculate defined benefit pension plans are detailed in the following table:
| As at 30 April | ||
|---|---|---|
| (Euro thousands) | 2020 | 2019 |
| Economic assumptions | ||
| Rate of inflation | 1.00% | 1.50% |
| Discount rate | 0.88% | 1.06% |
|---|---|---|
| TFR increase rate | 2.25% | 2.63% |
With regard to the discount rate, the iBoxx Eurozone Corporates AA index with a duration of 10+ was used as the reference at the various valuation dates, in line with the residual average term of the staff subject to assessment.
Sensitivity analysis
In accordance with the requirements of IAS 19R, a sensitivity analysis was carried out on the basis of changes in the main actuarial assumptions included in the calculation model. In detail, the most significant assumptions were increased and decreased, i.e. the average annual discount rate, the average annual inflation rate and the turn-over rate, respectively, by half, one quarter and two percentage points.
| (Euro thousands) | Scenarios | Past service liability |
|---|---|---|
| Annual discounting rate | 0.50% | 1,700 |
| -0.50% | 1,855 | |
| Annual rate of inflation | 0.50% | 1,808 |
| -0.50% | 1,742 | |
| Turnover rate | 0.50% | 1,771 |
| -0.50% | 1,786 |
25 Provisions for Risks and Charges
The value of this item was zero at 30 April 2020.
26 Other Current Liabilities
The item in question is detailed as follows:
| As at 30 April | ||
|---|---|---|
| (Euro thousands) | 2020 | 2019 |
| Accrued liabilities and deferred income | 7 | 14 |
| Tax payables | 3,892 | 1,693 |
| Payables to personnel | 957 | 953 |
| Other payables | 1,162 | 1,249 |
| Payables to social security institutions | 158 | 145 |
| Advances from customers | ||
| Derivative liabilities | ||
| Total other current liabilities | 6,176 | 4,054 |
27 Further information
Potential Liabilities
There are no disputes in progress.
Commitments
It should be noted that the Company has issued sureties in favour of a major supplier of the Group in the interest of certain Group companies. The amount of the guarantees, net of the amount already paid, was Euro 400 thousand at 30 April 2020.
Directors' and Statutory Auditors' Fees
The following is a breakdown of the remuneration of the directors and statutory auditors of Sesa SpA, gross of social security and tax contributions for the year. For a complete description and analysis of the remuneration payable to Directors, Statutory Auditors and Executives with strategic responsibilities, reference should be made to the Remuneration Report available at the Company's registered office, as well as on the Company's website in the "Corporate Governance" section.
| Year ended 30 April | |
|---|---|
| (Euro thousands) | 2020 |
| Payments to directors | 643 |
| Payments to statutory auditors | 73 |
The remuneration of the directors shown in the table includes fixed and variable remuneration as well as that due for participation in internal committees. However, the reversible fees of the directors and the shares assigned under the stock grant plan approved by the shareholders' meeting of 25 August 2017 are excluded. In relation to this last point, it should be noted that, with reference to the financial statements as at 30 April 2020, the portion of the three-year plan that has matured (63,000 Sesa SpA shares) will be assigned, as the directors waived their share of the annual plan (42,000 Sesa SpA shares), despite having met the underlying targets during the period. This choice takes into account the efforts made by all Group resources during lockdown and the Sesa Group's growing role of social responsibility.
Payments to the Independent Auditor
The following table, prepared in accordance with article 149-duodecies of the Consob Issuers' Regulation, shows the fees for the year ended 30 April 2020 for audit and non-audit services provided by the Independent Auditor and by entities belonging to its network, including expenses.
| Type of service | Service provider | Consignee | Remuneration for the year ended 30 April 2020 (Euro thousands) |
|---|---|---|---|
| Independent audit | PwC | Sesa SpA | 99 |
| Other assurance services | PwC | Sesa SpA | 11 |
| Other services | PwC | Sesa SpA | 35 |
Payments include, in addition to fees, out-of-pocket expenses and the supervisory contribution. As at 30 April 2020, assurance services were provided by the independent auditor, relating to the limited examination of the non-financial statement.
28 Transactions with Related Parties
Relations between the Company and its associated and controlling companies are commercial and financial in nature.
The Company believes that all transactions with related parties are substantially regulated on the basis of normal market conditions.
The following table details the balances with related parties as at 30 April 2020 and 30 April 2019.
| (Euro thousands) | Subsidiaries | Associated companies |
Parent companies |
Top Management |
Other related parties |
Total | Impact on the FS item |
|---|---|---|---|---|---|---|---|
| Current trade receivables | |||||||
| As at 30 April 2020 | 777 | 29 | 4 | 810 | 61.2% | ||
| As at 30 April 2019 | 488 | 11 | - | 499 | 59.4% | ||
| Other current receivables and assets |
|||||||
| As at 30 April 2020 | 8,271 | 8,271 | 94.5% | ||||
| As at 30 April 2019 | 9,732 | 9,732 | 97.8% | ||||
| Employee benefits | |||||||
| As at 30 April 2020 | 1 | 1 | 0.1% | ||||
| As at 30 April 2019 | 1 | 1 | 0.1% | ||||
| Trade payables | |||||||
| As at 30 April 2020 | 149 | - | 12 | 161 | 19.0% | ||
| As at 30 April 2019 | 63 | 30 | 93 | 11.6% | |||
| Other current liabilities | |||||||
| As at 30 April 2020 | 1,161 | 65 | 1,226 | 19.9% | |||
| As at 30 April 2019 | 1,241 | 103 | 1,344 | 33.1% |
The following table details the P&L effects of transactions with related parties in the years ended 30 April 2020 and 30 April 2019.
| (Euro thousands) | Subsidiaries | Associate d compani |
Parent companies |
Top Managemen t |
Other related parties |
Total | Impact on the FS item |
|---|---|---|---|---|---|---|---|
| es | |||||||
| Revenues as at 30 April 2020 |
8,961 | 98 | 69 | 9,128 | 96.73% | ||
| as at 30 April 2019 | 7,461 | 80 | 65 | 7,606 | 97.18% | ||
| Other income | |||||||
| as at 30 April 2020 | 1,825 | 45 | 1 | 6 | 1,877 | 80.97% | |
| as at 30 April 2019 | 1,226 | 10 | 1 | 7 | 1,244 | 94.60% | |
| Consumables materials and | |||||||
| goods for resale | |||||||
| as at 30 April 2020 | 11 | 11 | 25.00% | ||||
| as at 30 April 2019 | 14 | 14 | 25.93% | ||||
| Costs for services and rent, | |||||||
| leasing, and similar costs | |||||||
| As at 30 April 2020 | 611 | 4 | 2,252 | 49 | 2,916 | 57.56% | |
| as at 30 April 2019 | 531 | 3 | 1,655 | - | 2,189 | 58.69% | |
| Personnel costs | |||||||
| as at 30 April 2020 | 458 | 458 | 8.86% | ||||
| as at 30 April 2019 | 352 | 352 | 7.39% | ||||
| Other operating costs | |||||||
| as at 30 April 2020 | - | 0.00% | |||||
| as at 30 April 2019 | - | 0.00% | |||||
| Financial income | |||||||
| as at 30 April 2020 | 35 | 35 | 0.33% | ||||
| as at 30 April 2019 | 45 | 45 | 0.43% | ||||
| Financial expenses | |||||||
| as at 30 April 2020 | - | - | 0.00% | ||||
| as at 30 April 2019 | - | - | 0.00% |
The information shown in the table does not include dividends received from subsidiaries and investee companies.
Subsidiaries, Associates and Parent Companies
Relations with subsidiaries, associates and parent companies refer mainly to the provision of administration, financial and auditing services, organisation, personnel management and information systems in favour of Group companies. At 30 April 2020 there were interest bearing loans to subsidiaries (Var Group SpA) totalling Euro 1.5 million. Other receivables from and payables to subsidiaries include receivables and payables relating to the Group's tax consolidation and VAT regime.
Top Management
Relations with top management refer mainly to the remuneration of directors and executives with strategic responsibilities, including the notional cost for the annual stock grant plan. Specifically, payroll costs include remuneration for members of the Board of Directors of companies not included in service costs.
29 Events Occurring After the End of the Year
No significant events occurred after the end of the year.
30 Authorisation for publication
The publication of the financial statements of Sesa SpA for the year ended 30 April 2020 was authorised by a resolution of the Board of Directors on 14 July 2020.
Certification of the Separate Financial Statements pursuant to article 154-bis of Legislative Decree 58/98
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- The undersigned Paolo Castellacci, in his capacity as Chairman of the Board, and Alessandro Fabbroni, in his capacity as Executive Responsible for the preparation of the corporate accounting documents of Sesa SpA, taking into account that envisaged by article 154-bis, paragraphs 3 and 4, of Legislative Decree No. 58 of 24 February 1998, hereby certify:
- the adequacy in relation to the characteristics of the business, and
- the effective application of the administrative and accounting procedures for the preparation of the financial statements as at 30 April 2020.
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- The application of the administrative and accounting procedures for the preparation of the financial statements as at 30 April 2020 did not reveal any significant aspects.
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- It is also certified that:
3.1 The financial statements:
a) have been prepared in compliance with the applicable international accounting standards recognised by the European Community pursuant to EC Regulation 1606/2002 of the European Parliament and of the Council of 19 July 2002;
b) correspond to the results of the accounting books and records;
c) provide a true and fair representation of the financial position, result of operations and cash flows of the issuer.
3.2 the Report on Operations includes a reliable analysis of the performance and results of operations as well as the situation of the issuer and of all the companies included within the scope of consolidation, together with a description of the main risks and uncertainties to which they are exposed.
Empoli, 14 July 2020
Paolo Castellacci Alessandro Fabbroni
Chairman of the Board of Directors In his capacity as Executive Responsible for the preparation of the corporate accounting documents
Independent Auditor's Report on the Separate Financial Statements of Sesa SpA



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Report of the Board of Statutory Auditors of Sesa SpA
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| Giuseppe Cerati | - | Chairman | ||
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| Luca Parenti | Auditor | |||
| Chiara Pieragnoli | Auditor |