Quarterly Report • May 15, 2015
Quarterly Report
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Investor Relator Patrizia Pellegrinelli Tel: 035.4232840 - Fax: 035.3844606 e-mail: [email protected]
Registered Office: Piazza Sant'Ambrogio, 16 – 20123 Milan Fully paid up share capital as at 31 March 2015 Euro 10,708,400 Milan Register of Companies no. 314026 Tax and VAT code 10227100152
Website: www.tesmec.com Switchboard: 035.4232911
TABLE OF CONTENTS
| TABLE OF CONTENTS 5 | |
|---|---|
| COMPOSITION OF THE CORPORATE BODIES 7 | |
| GROUP STRUCTURE9 | |
| INTERIM CONSOLIDATED REPORT ON OPERATIONS 11 | |
| 1. Introduction 12 | |
| 2.Macroeconomic Framework 12 | |
| 3.Significant events occurred during the period 13 | |
| 4. Activity, reference market and operating performance for the first three months of 2015 13 | |
| 5.Summary of balance sheet figures as at 31 March 2015 18 | |
| 6.Management and types of financial risk 20 | |
| 7.Atypical and/or unusual and non-recurring transactions with related parties 20 | |
| 8.Group Employees 21 | |
| 9.Other information 21 | |
| CONSOLIDATED FINANCIAL STATEMENTS OF THE TESMEC GROUP 23 | |
| Consolidated statement of financial position as at 31 March 2015 and as at 31 December 2014 24 | |
| Consolidated income statement for the quarter ended 31 March 2015 and 2014 25 | |
| Consolidated statement of comprehensive income for the quarter ended 31 March 2015 and 2014 26 | |
| Statement of consolidated cash flows for the quarter ended 31 March 2015 and 2014 27 | |
| Statement of changes in consolidated shareholders' equity for | |
| the quarter ended 31 March 2015 and 2014 28 | |
| Explanatory notes 29 | |
| Certification pursuant to Article 154-bis of Italian Legislative Decree 58/98 42 |
COMPOSITION OF THE CORPORATE BODIES
Board of Directors (in office until the date of the of Directors Shareholders' Meeting convened to approve the financial statements as at 31 December 2015)
Chairman and Chief Executive Officer Ambrogio Caccia Dominioni
Vice Chairman Alfredo Brignoli
Directors
Gianluca Bolelli (2)
Sergio Arnoldi (1) (2) (3) (4) Gioacchino Attanzio (1) (2) (3) (4) (5) Caterina Caccia Dominioni (3) Guido Giuseppe Maria Corbetta (1) Lucia Caccia Dominioni
(1) Independent Directors
(5) Lead Independent Director
Manager responsible for preparing the Company's Andrea Bramani financial statements
Chairman Simone Cavalli
Alternate Auditors Attilio Marcozzi
Statutory auditors Stefano Chirico Alessandra De Beni
Stefania Rusconi
Independent Auditors Auditors Reconta Ernst & Young S.p.A.
GROUP STRUCTURE
(1) The remaining 33% is held by Simest S.p.A. Since Tesmec has an obligation to buy it back from Simest S.p.A., from an accounting point of view the shareholding of the Parent Company in Tesmec USA, Inc. is fully consolidated on a 100% basis.
(Not audited by the Independent Auditors)
The Parent Company Tesmec S.p.A. (hereinafter "Parent Company" or "Tesmec") is a legal entity organised in accordance with the legal system of the Italian Republic. The ordinary shares of Tesmec are listed on the MTA (screen-based share market) STAR Segment of the Milan Stock Exchange. The registered office of the Tesmec Group (hereinafter "Group" or "Tesmec Group") is in Milan, Piazza S. Ambrogio 16.
The Tesmec Group is a leader in the design, production and marketing of special products and integrated solutions for the construction, maintenance and streamlining of infrastructures relating to the transmission of electrical power and data and material transport.
Founded in Italy in 1951 and managed by the Chairman and Chief Executive Officer Ambrogio Caccia Dominioni, the Group has more than 500 employees and five production plants, four in Italy, Grassobbio (Bergamo), Endine Gaiano (Bergamo), Sirone (Lecco) and Monopoli (Bari), and one in the USA, in Alvarado (Texas).
As a result of its listing on the Stock Exchange on 1 July 2010, the Parent Company has pursued the stated objective of diversification of the types of products in order to offer a complete range of integrated solutions grouped into three main areas of business: Stringing equipment, Trencher and Rail.
Through the different types of product, the Group is able to offer:
machines and integrated systems for overhead and underground stringing of power lines and fibre optic cables; integrated solutions for the streamlining, management and monitoring of low, medium and high voltage power lines (smart grid solutions).
machines and integrated systems for the installation, maintenance and diagnostics of the railway catenary wire system, plus customised machines for special operations on the line.
All types of product are developed according to the ISEQ approach (Innovation, Safety, Efficiency and Quality), in observance of environmental sustainability and energy saving.
The know-how acquired in developing specific technologies and innovative solutions and the presence of a team of highly specialised engineers and technicians allows the Tesmec Group to directly manage the entire production chain: from the design, production and marketing of machinery, to the supply of know-how relating to the use of systems and optimisation of work, to all pre- and post-sales services related to machinery and the increase in site efficiency. A combination of leading edge products and in-depth knowledge on the use of innovative technologies, for tackling the new requirements of the market, therefore allows the Group to offer a successful mix with the objective of ensuring high work performances.
Today, the Group not only sells cutting edge machines, but genuine integrated electrification and excavation systems, which provide advanced solutions during the work performance phase. This is a result of the constant pursuit of innovation, safety, efficiency and quality, and of the development of software for making machines safer, more reliable and highperformance.
The Group also has a global commercial presence throughout the majority of foreign countries, with a direct presence on different continents, thanks to foreign companies and sales offices in the USA, South Africa, Russia, France, Qatar, Bulgaria and China.
Thanks to the many positive factors including lower oil prices, (-45% from September 2014), the expansionary monetary policies of the ECB and the consequent weakening of the EUR/USD exchange rate, the performance of the Italian economy seems to be headed to a new phase of growth with GDP expected to range from 0.5 to 0.7% after three years of negative growth rates.
However, some uncertainty elements remain related to the weakness of the current phase of growth that, globally, according to the latest report of the International Monetary Fund, should reach 3.5% in 2015, this time with higher rates in the economies of developed countries than in those of emerging countries.
This phenomenon reflects the specific situation of some countries, such as Russia and Brazil, and in general of the economies affected by the oil prices.
Inflation in advanced economies remains at levels close to zero by helping to keep interest rates very low.
In this scenario, we believe that the Tesmec Group, which has been working mainly on international markets for years, will benefit significantly for its own growth.
The extraordinary transactions that occurred during the period include the following:
The consolidated financial statements of Tesmec have been prepared in accordance with the International Financial Reporting Standards (hereinafter the "IFRS" or the "International Accounting Standards"), which were endorsed by the European Commission, in effect as at 31 December 2014. The following table shows the major economic and financial indicators of the Group as at March 2015 compared with the same period of 2014.
| OVERVIEW OF RESULTS | ||
|---|---|---|
| 31 March 2014 | Key income statement data (Euro in millions) income data |
31 March 2015 31 March |
| 27.2 | Operating Revenues | 34.4 |
| 3.2 | EBITDA | 4.4 |
| 1.6 | Operating Income | 2.4 |
| 0.2 | Group Net Profit | 2.8 |
| 31 December 2014 December 2014 |
Key financial position data (Euro in millions) financial data |
31 March 2015 31 March 2015 |
| 121.5 | Net Invested Capital | 135.7 |
| 48.2 | Shareholders' Equity | 54.8 |
| 73.4 | Net Financial Indebtedness | 80.9 |
| 3.2 | Investments in property, plant and equipment and intangible assets | 1.7 |
| 496 | Annual average employees | 506 |
The information relating to the main companies that carried out operations during the quarter is shown below:
Tesmec USA Inc., a company that is 67% owned by Tesmec S.p.A. and 33% by Simest S.p.A. (with an option of Tesmec S.p.A. to repurchase the Simest's shareholding interest), is based in Alvarado (Texas) and operates in the Trencher segment and in the stringing equipment/rail sector (as from 2012). In the first three months of 2015, revenues achieved directly with customers/end users came to Euro 8.7 million. The traditional distributors' channel used almost exclusively in the past is no longer present in branch sales.
The comments provided below refer to the comparison of the consolidated income statement figures as at 31 March 2015 with those as at 31 March 2014.
The main profit and loss figures for the first three months of 2015 and 2014 are presented in the table below:
| Quarter ended 31 March ended March |
|||||
|---|---|---|---|---|---|
| (Euro in thousands) | 2015 | % of revenues of |
2014 | % of revenues of revenues |
|
| Revenues from sales and services services | 34,442 | 100.0% | 27,244 | 100.0% | |
| Cost of raw materials and consumables | (17,666) | -51.3% | (13,877) | -50.9% | |
| Cost of services | (5,732) | -16.6% | (4,810) | -17.7% | |
| Payroll costs | (7,409) | -21.5% | (6,335) | -23.3% | |
| Other operating (costs)/ revenues, net | (664) | -1.9% | (564) | -2.1% | |
| Amortisation and depreciation | (1,991) | -5.8% | (1,661) | -6.1% | |
| Development costs capitalised | 1,222 | 3.5% | 1,227 | 4.5% | |
| Portion of gains/(losses) from the valuation of Joint Ventures using the equity method |
214 | 0.6% | 333 | 1.2% | |
| Total operating costs Total operating costs |
(32,026) (32,026) | -93.0% | (25,687) (25,687) | -94.3% | |
| Operating income | 2,416 | 7.0% | 1,557 | 5.7% | |
| Financial expenses | (2,353) | -6.8% | (1,233) | -4.5% | |
| Financial income | 4,132 | 12.0% | 297 | 1.1% | |
| Portion of gains/(losses) from the valuation of equity investments using the equity method |
(101) | -0.3% | (70) | -0.3% | |
| Pre-tax profit tax profit tax profit | 4,094 | 11.9% | 551 | 2.0% | |
| Income tax | (1,338) | -3.9% | (394) | -1.4% | |
| Net profit for the period profit for period |
2,756 | 8.0% | 157 | 0.6% | |
| Profit / (loss) attributable to non-controlling interests | - | 0.0% | (2) | 0.0% | |
| Group profit (loss) Group profit |
2,756 | 8.0% | 159 | 0.6% |
The turnover of the Group continues to be produced almost exclusively abroad and also sales made to Groups based in Europe are at times intended for use outside the European continent. The revenue analysis by area is indicated below, compared with the first quarter of 2015 and the first quarter of 2014, which indicates the growth of the European and Middle-Eastern markets, partially balanced by the downtrends in the BRIC countries.
Note that the geographical segmentation is determined by the Country where the the headquarters of the purchaser is located without considering the Country where the project activities are organized.
| Quarter ended 31 March ended 31 March |
|||
|---|---|---|---|
| (Euro in thousands) | 2015 | 2014 | |
| Italy | 2,396 | 2,860 | |
| Europe | 13,062 | 7,039 | |
| Middle East | 5,554 | 1,430 | |
| Africa | 1,296 | 1,231 | |
| North and Central America | 8,439 | 8,482 | |
| BRIC and Others | 3,695 | 6,202 | |
| Total revenues Total revenues |
34,442 | 27,244 |
| Quarter ended 31 March Quarter March |
||||||
|---|---|---|---|---|---|---|
| (Euro in thousands) | 2015 | % of revenues of revenues |
2014 | % of revenues % of revenues of revenues |
2015 vs. 2014 2014 | |
| Stringing equipment | 19,505 | 56.6% | 13,806 | 50.7% | 5,699 | |
| Trencher | 14,342 | 41.6% | 11,697 | 42.9% | 2,645 | |
| Rail | 595 | 1.7% | 1,741 | 6.4% | (1,146) | |
| Total revenues Total revenues |
34,442 | 100.0% | 27,244 | 100.0% | 7,198 |
In the first three months of 2015, the Group recorded consolidated revenues of Euro 34,442 thousand, marking an increase of Euro 7,198 thousand compared to Euro 27,224 thousand in the same period of the previous year. In percentage terms, this increase represents a positive difference of 26.4%, which is split unevenly between the Group's three business areas. More specifically, an increase of +41.3% was recorded for the Stringing equipment segment, +22.6% for the Trencher segment and 65.8% for the Rail segment.
The increase in revenues in the Trencher segment is mainly a result of the positive contribution of the American market.
The results of the first three months in the Stringing equipment segment is affected by the order related to the supply of equipment to the Abengoa group for the construction of more than 5,000 km of 500kV lines in Brazil.
The Group has also recorded the first significant revenues and orders in the new business of Automation, confirming the validity of the strategic choices implemented in the past years that also focused on the market of streamlining of power lines.
Finally, the decrease in revenues in the Rail segment is mainly attributable to the nature of a business characterised by long-term contracts and prolonged times for executing the negotiations. The conclusion of negotiations with important customers is expected to have an impact already on the second half year.
| Quarter ended 31 March ended March |
|||||
|---|---|---|---|---|---|
| (Euro in thousands) | 2015 | 2014 | 2015 vs. 2014 2014 | % change change | |
| Cost of raw materials and consumables | (17,666) | (13,877) | (3,789) | 27.3% | |
| Cost of services | (5,732) | (4,810) | (922) | 19.2% | |
| Payroll costs | (7,409) | (6,335) | (1,074) | 17.0% | |
| Other operating (costs)/ revenues, net | (664) | (564) | (100) | 17.7% | |
| Development costs capitalised | 1,222 | 1,227 | (5) | -0.4% | |
| Portion of gains/(losses) from the valuation of Joint Ventures using the equity method |
214 | 333 | (119) | -35.7% | |
| Operating costs net of depreciation and amortisation | (30,035) (30,035) | (24,026) (24,026) | (6,009) (6,009) | 25.0% |
The table shows an increase in the cost of raw materials and consumables of Euro 3,789 thousand (+27.3%) in line with the increase in sales (+26.4%)
In connection with this trend in revenues, in terms of margins, EBITDA amounts to Euro 4,407 thousand, which represents 12.8% of the sales for the period, compared to 11.8% recorded in the first quarter of 2014.
A restatement of the income statement figures representing the performance of EBITDA is provided below:
| Quarter ended 31 March 31 | |||||
|---|---|---|---|---|---|
| (Euro in thousands) | 2015 | % of revenues % of revenues |
2014 | % of revenues revenues | 2015 vs. 2014 2015 vs. 2014 |
| Operating income | 2,416 | 7.0% | 1,557 | 5.7% | 859 |
| + Depreciation and amortisation | 1,991 | 5.8% | 1,661 | 6.1% | 330 |
| EBITDA (*) | 4,407 | 12.8% | 3,218 | 11.8% | 1,189 |
(*) EBITDA is represented by the operating income gross of amortisation/depreciation. The EBITDA thus defined represents a measurement used by Company management to monitor and assess the company's operating performance. EBITDA is not recognised as a measure of performance by the IFRS and therefore is not to be considered an alternative measurement for assessing the performance of the Group's operating income. As the composition of EBITDA is not governed by the reference accounting standards, the criterion for determination applied by the Group may not be in line with the criterion adopted by others and is therefore not comparable.
The tables below show the income statement figures as at 31 March 2015 compared to those at 31 March 2014, broken down into three operating segments:
| Quarter ended 31 March Quarter |
||||||
|---|---|---|---|---|---|---|
| (Euro in thousands) | 2015 | % of revenues revenues | 2014 | % of revenues % |
2015 vs. 2014 | |
| Stringing equipment | 3,475 | 17.8% | 2,178 | 15.8% | 1,297 | |
| Trencher | 1,181 | 8.2% | 781 | 6.7% | 400 | |
| Rail | (249) | -41.8% | 259 | 14.9% | (508) | |
| EBITDA (*) | 4,407 | 12.8% | 3,218 | 11.8% | 1,189 |
(*) EBITDA is represented by the operating income gross of amortisation/depreciation. The EBITDA thus defined represents a measurement used by Company management to monitor and assess the company's operating performance. EBITDA is not recognised as a measure of performance by the IFRS and therefore is not to be considered an alternative measurement for assessing the performance of the Group's operating income. As the composition of EBITDA is not governed by the reference accounting standards, the criterion for determination applied by the Group may not be in line with the criterion adopted by others and is therefore not comparable.
This result is the combined effect of different trends in the three segments:
| Quarter ended 31 March Quarter 31 March |
||
|---|---|---|
| (Euro in thousands) | 2014 | 2013 |
| Net Financial Income/Expenses | (1,106) | (945) |
| Foreign exchange gains/losses | 2,786 | (85) |
| Fair value adjustment of derivative instruments | 99 | 94 |
| Portion of gains/(losses) from the valuation of equity investments using the equity method |
(101) | (70) |
| Total net financial income/expenses Total financial |
1,678 | (1,006) (1,006) |
Net financial management increased compared to the same period in 2014 by Euro 2,684 thousand, insofar as affected:
Information is provided below on the Group's main equity indicators, as at 31 March 2015 compared to 31 December 2014. In particular, the following table shows the reclassified funding sources and uses from the consolidated balance sheet as at 31 March 2015 and as at 31 December 2014:
| (Euro in thousands) | As at 31 March 2015 31 2015 |
As at 31 December 2014 |
|---|---|---|
| USES | ||
| Net working capital (1) | 70,910 | 57,991 |
| Fixed assets | 67,487 | 65,283 |
| Other long-term assets and liabilities | (2,683) | (1,737) |
| Net invested capital (2) | 135,714 | 121,537 |
| SOURCES | ||
| Net financial indebtedness (3) | 80,942 | 73,364 |
| Shareholders' equity | 54,772 | 48,173 |
| Total sources of funding Total sources of |
135,714 | 121,537 |
(1) The net working capital is calculated as current assets net of current liabilities excluding financial assets and financial liabilities. Net working capital is not recognised as a measure of performance by the IFRS. The valuation criteria applied by the Company may not necessarily be the same as those adopted by other groups and therefore the balance obtained by the Company may not necessarily be comparable therewith.
(2) The net invested capital is calculated as net working capital plus fixed assets and other long-term assets less long-term liabilities. The net invested capital is not recognised as a measure of performance under IFRS. The valuation criteria applied by the Company may not necessarily be the same as those adopted by other groups and therefore the balance obtained by the Company may not necessarily be comparable therewith.
(3) The net financial indebtedness is calculated as the sum of cash and cash equivalents, current financial assets including available–for–sale securities, non-current financial liabilities, fair value of hedging instruments and other non-current financial assets.
Details of the composition of the "Net Working Capital" as at 31 March 2015 and 31 December 2014 are as follows:
| (Euro in thousands) | As at 31 March 2015 31 2015 |
As at 31 December 2014 |
|---|---|---|
| Trade receivables | 49,773 | 41,297 |
| Work in progress contracts | 5,399 | 5,249 |
| Inventories | 64,856 | 55,390 |
| Trade payables | (40,070) | (34,179) |
| Other current assets/(liabilities) | (9,048) | (9,766) |
| Net working capital (1) | 70,910 | 57,991 |
(1) The net working capital is calculated as current assets net of current liabilities excluding financial assets and financial liabilities. Net working capital is not recognised as a measure of performance by the IFRS. The valuation criteria applied by the Company may not necessarily be the same as those adopted by other groups and therefore the balance obtained by the Company may not necessarily be comparable therewith.
Net working capital amounted to Euro 70,910 thousand, marking an increase of Euro 12,919 thousand (equal to 22.3%) compared to 31 December 2014. Euro 8,476 thousand of this is due to the increase in "Trade receivables" as a result of lower sales in the first quarter of the financial year and Euro 9,466 thousand is due to the increase in inventories related to sales forecasts of the coming quarters that should still be supported by the stringing equipment segment and by the trencher segment.
In connection with this increase in inventories, an increase in the balance to suppliers was also recorded that offsets partially the upward trend of Euro 5,891 thousand.
The table below shows a breakdown of "Fixed assets and other long-term assets" as at 31 March 2015 and 31 December 2014:
| (Euro in thousands) | As at 31 March 2015 31 2015 |
As at 31 December 2014 |
|---|---|---|
| Intangible assets | 13,211 | 12,372 |
| Property, plant and equipment | 49,373 | 48,116 |
| Equity investments in associates | 4,900 | 4,792 |
| Other equity investments | 3 | 3 |
| Fixed assets | 67,487 | 65,283 |
Total fixed assets and other long-term assets recorded an increase of Euro 2,204 thousand due to the increase in the value of property, plant and equipment of Euro 1,257 thousand as a result of the revaluation of the exchange rate of the dollar against the euro.
Details of the breakdown of "Net financial indebtedness" as at 31 March 2015 and 31 December 2014 are as follows:
| (Euro in thousands) | As at 31 March 2015 |
of which with related parties and group and group |
As at 31 December 2014 |
of which with related parties and group group |
|---|---|---|---|---|
| Cash and cash equivalents | (27,822) | (18,665) | ||
| Current financial assets (1) | (8,642) | (7,995) | (6,798) | (6,552) |
| Current financial liabilities | 54,184 | 1,128 | 36,506 | 1,100 |
| Current portion of derivative financial instruments | 260 | - | ||
| Current financial indebtedness (2) | 17,980 | (6,867) (6,867) | 11,043 | (5,452) (5,452) |
| Non-current financial liabilities | 62,604 | 15,651 | 61,861 | 15,954 |
| Non-current portion of derivative financial instruments | 358 | 460 | ||
| (2) Non-current financial indebtedness current financial |
62,962 | 15,651 | 62,321 | 15,954 |
| Net financial indebtedness pursuant to CONSOB Communication No. DEM/6064293/2006 |
80,942 | 8,784 | 73,364 | 10,502 |
(1) Current financial assets as at 31 March 2014 and 31 December 2013 include the market value of shares and warrants, which are therefore considered cash and cash equivalents.
(2) Current and non-current financial indebtedness is not identified as an accounting element by the IFRS. The valuation criteria applied by the Group may not necessarily be the same as those adopted by other groups and therefore the balances obtained by the Group may not be comparable therewith.
In the first three months of 2015, the Group's net financial indebtedness increased by Euro 7,578 thousand compared to the figure at the end of 2014. The change compared to 31 December 2014 is mainly due to the seasonal nature of the business and the changes in working capital. The table below shows the breakdown of the following changes:
For the management of financial risks, please see the paragraph "Financial risk management policy" contained in the Explanatory Notes to the Annual Consolidated Financial Statements for 2014, where the Group's policies in relation to the management of financial risks are presented.
In compliance with the Consob communications of 20 February 1997, 27 February 1998, 30 September 1998, 30 September 2002 and 27 July 2006, it should be noted that during the first quarter of the 2015 financial year, no transactions took place with related parties of an atypical or unusual nature, outside of normal company operations or such as to harm the profits, balance sheet or financial results of the Group.
For significant intercompany and related party information, please see the paragraph "Related party transactions" in the Explanatory Notes.
The average number of Group employees in the first quarter of 2015, including the employees of companies that are fully consolidated, is 506 persons compared to 496 in 2014.
On 30 April 2015, the Shareholders' Meeting authorised the Board of Directors of the Company, for a period of 18 months, to purchase, on the regulated market, ordinary shares of the Tesmec until 10% of the share capital of the Company and within the limits of the distributable profits and of the available reserves resulting from the last financial statements approved by the Company or the subsidiary company making the purchase. The authorisation also includes the right to dispose of (in whole or in part and also in several times) the shares in the portfolio subsequently, even before having exhausted the maximum amount of shares purchasable and to possibly repurchase the shares to the extent that the treasury shares held by the Company and, if necessary, by the companies controlled by it, do not exceed the limit established by the authorisation. The quantity and the price at which transactions will be made will comply with the operating procedures laid down by the regulations. This authorisation replaces the last authorisation resolved by the Shareholders' Meeting on 30 April 2014 and expiring in October 2015.
With regard to the programme, in the event of purchases, the Company will periodically disclose the transactions made, specifying: the number of shares purchased, the average unit price, the total number of shares purchased since the beginning of the programme and the total counter value as at the date of the disclosure.
On 8 April 2015, Tesmec S.p.A. concluded the acquisition of the entire share capital of Marais Technologies SAS ("Marais"), French company at the head of an international group leader in rental services and construction of machines for infrastructures in telecommunications, electricity and gas.
The contract was signed on 27 March 2015, this acquisition is of strategic importance for Tesmec in that it will allow the Group to use technological skills developed by Marais as part of the service activities in telecommunications and laying of optical fibres and of underground electrical cables and to use them in markets where the Tesmec Group has already acquired an important market positioning. Moreover, the acquisition allows Tesmec to enter in the French market and, more in general, in all the markets where Marais is a leader (Africa, Australia, New Zealand, etc.) with the aim to further expand its activities in telecommunications, where significant investments are planned over the next few years. Finally, the transaction allows the Tesmec Group to use the expertise of Marais Technologies in the hire of machines and in complementary services. More specifically, the Transaction involves the purchase of 1,093,005 shares of Marais (corresponding to 100% of the share capital), of 1,160,534 convertible bonds issued by Marais (corresponding to 100% of the existing bonds) and of 215,384 warrants issued by Marais (corresponding to 100% of existing warrants) at an enterprise value of the Marais Group of Euro 14 million that also takes into account the estimated net payables at the date of performance of the Contract.
Tesmec also envisaged a recapitalisation of Marais of Euro 5 million to boost the business of the Group by using own funds and a dedicated credit facility granted by the Cariparma Crédit Agricole Group. On 31 December 2014, the pre-audit consolidated financial statements of the Marais Group records Revenues of around Euro 27 million, which derive for more than 70% from service activities, an EBITDA of more than Euro 3 million and net payables to third parties that amount to around Euro 14 million. The transaction envisages the participation of Daniel Rivard, current shareholder of Marais and Chairman of the company until 2011, to whom Tesmec will transfer 20% of the shares owned and who will assume the role of Non-operative chairman of Marais.
The strategic choice to strengthen the market presence in segments such as water pipelines and infrastructures should further support the growth of trencher division, in particular in USA and Middle East, despite the complex Oil&Gas sector. Moreover, the results of the rail segment are expected to normalise by establishing the aims of significant projects currently being defined. Furthermore, the growth of the Energy Automation business will positively support the performance of the Group also in the second half of the year. Overall, therefore, we would expect, at a constant scope, a growth in sales volumes and margins improvement in 2015.
Further opportunities will be offered in the field of telecommunications thanks to the acquisition of Marais Technologies SAS, French company at the head of an international group leader in rental services and construction of machines for infrastructures in telecommunications, electricity and gas, whose data will be consolidated as from the half year of 2015.
Consolidated financial statements
| Notes | 31 March 2015 31 |
31 December 2014 | |
|---|---|---|---|
| (Euro in thousands) | |||
| NON-CURRENT CURRENT CURRENT ASSETS | |||
| Intangible assets | 5 | 13,211 | 12,372 |
| Property, plant and equipment | 6 | 49,373 | 48,116 |
| Equity investments valued using the equity method | 4,900 | 4,792 | |
| Other equity investments | 3 | 3 | |
| Financial receivables and other non-current financial assets | 14 | 304 | 274 |
| Derivative financial instruments | 14 | 14 | 16 |
| Deferred tax assets | 3,581 | 3,374 | |
| Non-current trade receivables | 403 | 546 | |
| TOTAL NON- TOTAL NON-CURRENT ASSETS CURRENT ASSETS ASSETS |
71,789 | 69,493 | |
| CURRENT ASSETS CURRENT |
|||
| Work in progress contracts | 7 | 5,399 | 5,249 |
| Inventories | 8 | 64,856 | 55,390 |
| Trade receivables | 9 | 49,773 | 41,297 |
| of which with related parties: | 9 | 7,329 | 6,570 |
| Tax receivables | 911 | 489 | |
| Other available-for-sale securities | 14 | 129 | 125 |
| Financial receivables and other current financial assets | 10 | 8,513 | 6,673 |
| of which with related parties: | 10 | 7,995 | 6,552 |
| Other current assets | 2,639 | 2,491 | |
| Cash and cash equivalents | 14 | 27,822 | 18,665 |
| TOTAL CURRENT ASSETS TOTAL CURRENT ASSETS |
160,042 | 130,379 | |
| TOTAL ASSETS TOTAL ASSETS |
231,831 | 199,872 | |
| SHAREHOLDERS' EQUITY SHAREHOLDERS' EQUITY |
|||
| SHAREHOLDERS' EQUITY ATTRIBUTABLE TO PARENT COMPANY | |||
| SHAREHOLDERS SHAREHOLDERS |
|||
| Share capital | 11 | 10,708 | 10,708 |
| Reserves / (deficit) | 11 | 41,308 | 32,547 |
| Group net profit / (loss) | 11 | 2,756 | 4,909 |
| TOTAL SHAREHOLDERS' EQUITY ATTRIBUTABLE TO PARENT COMPANY SHAREHOLDERS COMPANY |
54,772 | 48,164 | |
| Minority interest in capital and reserves / (deficit) | - | 13 | |
| Net profit / (loss) for the period attributable to non-controlling interests | - | (4) | |
| TOTAL SHAREHOLDERS' EQUITY ATTRIBUTABLE TO NON CONTROLLING INTERESTS CONTROLLING INTERESTS |
- | 9 | |
| TOTAL SHAREHOLDERS' EQUITY TOTAL EQUITY |
54,772 | 48,173 | |
| NON–CURRENT LIABILITIES CURRENT LIABILITIES CURRENT LIABILITIES |
|||
| Medium-long term loans | 12 | 62,604 | 61,861 |
| of which with related parties: | 12 | 15,651 | 15,954 |
| Derivative financial instruments | 14 | 358 | 460 |
| Employee benefit liability | 2,993 | 3,016 | |
| Provisions for risks and charges | 41 | 39 | |
| Deferred tax liabilities | 3,951 | 2,892 | |
| TOTAL NON- TOTAL NON-CURRENT LIABILITIES CURRENT LIABILITIES LIABILITIES |
69,947 | 68,268 | |
| CURRENT LIABILITIES CURRENT |
|||
| Interest-bearing financial payables (current portion) | 13 | 54,184 | 36,506 |
| of which with related parties: | 13 | 1,128 | 1,100 |
| Derivative financial instruments | 14 | 260 | |
| Trade payables | 40,070 | 34,179 | |
| of which with related parties: | 176 | 8 | |
| Advances from contractors | - | - | |
| Advances from customers | 5,335 | 5,705 | |
| Income taxes payable | 1,176 | 1,003 | |
| Provisions for risks and charges | 509 | 1,040 | |
| Other current liabilities | 5,578 | 4,998 | |
| TOTAL CURRENT LIABILITIES TOTAL CURRENT LIABILITIES CURRENT LIABILITIES |
107,112 | 83,431 | |
| TOTAL LIABILITIES | |||
| TOTAL LIABILITIES | 177,059 | 151,699 | |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES TOTAL |
231,831 | 199,872 |
| Quarter ended 31 March | ended 31 March | ||
|---|---|---|---|
| (Euro in thousands) | Notes | 2015 | 2014 |
| Revenues from sales and services services | 15 | 34,442 | 27,244 |
| of which with related parties: | 2,701 | 1,211 | |
| Cost of raw materials and consumables | (17,666) | (13,877) | |
| of which with related parties: | (151) | (1,030) | |
| Cost of services | (5,732) | (4,810) | |
| of which with related parties: | 14 | 26 | |
| Payroll costs | (7,409) | (6,335) | |
| Other operating (costs)/ revenues, net | (664) | (564) | |
| of which with related parties: | 5 | 105 | |
| Amortisation and depreciation | (1,991) | (1,661) | |
| Development costs capitalised | 1,222 | 1,227 | |
| Portion of gains/(losses) from the valuation of Joint Ventures using the equity method |
214 | 333 | |
| Total operating costs Total operating |
16 | (32,026) | (25,687) |
| Operating income | 2,416 | 1,557 | |
| Financial expenses | (2,353) | (1,233) | |
| of which with related parties: | (282) | (282) | |
| Financial income | 4,132 | 297 | |
| of which with related parties: | 32 | 145 | |
| Portion of gains/(losses) from the valuation of equity investments using the equity method |
(101) | (70) | |
| Pre-tax profit tax profit | 4,094 | 551 | |
| Income tax | (1,338) | (394) | |
| Net profit for the period profit for period |
2,756 | 157 | |
| Profit / (loss) attributable to non- Profit attributable to non-controlling interests controlling interests interests |
- | (2) | |
| Group profit (loss) Group profit |
2,756 | 159 | |
| Basic and diluted earnings per share Basic and earnings share |
0.0257 | 0.0015 |
| Quarter ended 31 March ended 31 March |
||||
|---|---|---|---|---|
| (Euro in thousands) | Notes | 2015 | 2014 | |
| NET PROFIT FOR THE PERIOD PERIOD | 2,756 | 159 | ||
| Other components of comprehensive income: components |
||||
| Exchange differences on conversion of foreign financial statements | 4,023 | (20) | ||
| Total other income/(losses) after tax Total after tax tax |
4,023 | (20) | ||
| Total comprehensive income (loss) after tax Total tax |
6,779 | 139 | ||
| Attributable to: | ||||
| Shareholders of the Parent Company | 6,779 | 141 | ||
| Minority interests | - | (2) |
| Quarter ended 31 March Quarter |
31 | ||
|---|---|---|---|
| (Euro in thousands) | Notes | 2015 | 2014 |
| CASH FLOW FROM OPERATING ACTIVITIES FLOW |
|||
| Net profit for the period | 2,756 | 159 | |
| Adjustments to reconcile net income for the period with the cash flows generated by (used in) operating activities: |
|||
| Amortisation and depreciation | 1,991 | 1,661 | |
| Provisions for employee benefit liability | 27 | ||
| Provisions for risks and charges / inventory obsolescence / doubtful accounts | 53 | 44 | |
| Employee benefit payments | (23) | (1) | |
| Payments of provisions for risks and charges | (551) | (245) | |
| Net change in deferred tax assets and liabilities | 753 | 33 | |
| Change in fair value of financial instruments | 14 | 160 | (81) |
| Change in current assets and liabilities: | |||
| Trade receivables | 9 | (7,335) | (4,189) |
| Inventories | 8 | (6,042) | (1,450) |
| Trade payables | 5,063 | (304) | |
| Other current assets and liabilities | 93 | (1,649) | |
| NET CASH FLOW GENERATED BY OPERATING ACTIVITIES (A) | (3,082) | (5,995) | |
| CASH FLOW FROM INVESTING ACTIVITIES FLOW ACTIVITIES |
|||
| Investments in property, plant and equipment | 6 | (175) | (1,987) |
| Investments in intangible assets | 5 | (1,502) | (1,389) |
| (Investments) / disposal of financial assets | (1,521) | (1,623) | |
| Proceeds from sale of property, plant and equipment and intangible assets | 5-6 | 12 | 222 |
| NET CASH FLOW USED IN INVESTING ACTIVITIES (B) USED ACTIVITIES (B) |
(3,186) | (4,777) | |
| NET CASH FLOW FROM FINANCING ACTIVITIES FINANCING ACTIVITIES ACTIVITIES |
|||
| Disbursement of medium/long-term loans | 12 | 5,930 | 3,643 |
| Repayment of medium/long-term loans | 12 | (4,691) | (4,534) |
| Net change in short-term financial debt | 13 | 14,110 | 7,879 |
| Other changes | (171) | (220) | |
| NET CASH FLOW GENERATED BY (USED IN) FINANCING ACTI BY IN) FINANCING ACTIVITIES (C) |
15,178 | 6,768 | |
| TOTAL CASH FLOW FOR THE PERIOD (D=A+B+C) FLOW PERIOD |
8,910 | (4,004) | |
| EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (E) EQUIVALENTS |
247 | (9) | |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD (F) |
18,665 | 13,778 | |
| CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD (G=D+E+F) |
14 | 27,822 | 9,765 |
| Additional information: information: |
|||
| Interest paid | 920 | 701 | |
| Income tax paid | 875 | 983 |
| (Euro in thousands) | Share capital capital |
Legal reserve reserve |
Share premium reserve |
Reserve of Treasury Shares |
Translation reserve |
Other reserves |
Profit for the period the period |
Total Shareholders' Equity Attributable to Parent Company Shareholders |
Total Shareholders' Shareholders' Equity Attributable to Non-Controlling Controlling Interests Interests |
Total Shareholders' Equity |
|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at 1 January 2015 2015 | 10,708 2,004 | 10,915 | (1,010) | 2,114 | 18,524 | 4,909 | 48,164 | 9 | 48,173 | |
| Profit for the period | - | - | - | - | - | - | 2,756 | 2,756 | 2,756 | |
| Other profits / (losses) | - | - | - | - | 4,023 | - | - | 4,023 | - | 4,023 |
| Total comprehensive income / (loss) | - | - | - | - | - | - | 6,779 | - | 6,779 | |
| Allocation of profit for the period | - | - | - | - | - | 4,909 (4,909) | - | - | - | |
| Change in the consolidation area | - | - | - | - | - | 9 | - | 9 | (9) | - |
| Dividend distribution | - | - | - | - | - | - | - | - | - | - |
| Other changes | - | - | - | (158) | - | (22) | - | (180) | (180) | |
| Balance as at 31 March 2015 31 March 2015 |
10,708 2,004 | 10,915 | (1,168) | 6,137 | 23,420 | 2,756 | 54,772 | - | 54,772 |
| (Euro in thousands) | Share capital Share capital | Legal reserve |
Share premium reserve |
Reserve of Treasury Shares |
Translation reserve |
Other reserves |
Profit for the period the period |
Total Shareholders' Equity Attributable to Parent Company Shareholders |
Total Shareholders' Equity Attributable to Non-Controlling Controlling Interests |
Total Shareholders' Equity |
|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at 1 January 2014 2014 | 10,708 | 1,810 | 10,915 | (793) | (1,455) | 16,218 | 4,384 | 41,787 | 8 | 41,795 |
| Profit for the period | - | - | - | - | - | - | 159 | 159 | (2) | 157 |
| Other profits / (losses) | - | - | - | - | (20) | - | - | (20) | - | (20) |
| Total comprehensive income / (loss) | - | - | - | - | - | - | - | 139 | (2) | 137 |
| Allocation of profit for the period | - | - | - | - | - | 4,384 (4,384) | - | 1 | 1 | |
| Dividend distribution | - | - | - | - | - | - | - | - | - | - |
| Other changes | - | - | - | - | - | (220) | - | (220) | - | (220) |
| Balance as at 31 March 2014 31 March 2014 |
10,708 | 1,810 | 10,915 | (793) | (1,475) 20,382 | 159 | 41,706 | 7 | 41,713 |
The Parent Company Tesmec S.p.A. (hereinafter "Parent Company" or "Tesmec") is a legal entity organised in accordance with the legal system of the Italian Republic. The ordinary shares of Tesmec are listed on the MTA STAR Segment of the Milan Stock Exchange since 1 July 2010. The registered office of the Tesmec Group (hereinafter "Group" or "Tesmec Group") is in Milan, Piazza S. Ambrogio 16.
The consolidated financial statements as at 31 March 2015 were prepared in condensed form in accordance with International Financial Reporting Standards (IFRS), by using the methods for preparing interim financial reports provided by IAS 34 Interim financial reporting.
The accounting standards adopted in preparing the interim consolidated financial statements as at 31 March 2015 are those adopted for preparing the consolidated financial statements as at 31 December 2014 in compliance with IFRS.
More precisely, the consolidated statement of financial position, income statement, comprehensive income statement, statement of changes in shareholders' equity and statement of cash flows are drawn up in extended form and are in the same format adopted for the consolidated financial statements as at 31 December 2014. The explanatory notes to the financial statements indicated below are in condensed form and therefore do not include all the information required for annual financial statements. In particular, as provided by IAS 34, in order to avoid repeating already disclosed information, the notes refer exclusively to items of the consolidated statement of financial position, the consolidated income statement, the consolidated statement of comprehensive income, the statement of changes in consolidated shareholders' equity and the statement of consolidated cash flows whose breakdown or change, with regard to amount, type or unusual nature, are significant to understanding the economic and financial situation of the Group.
Since the consolidated financial statements do not disclose all the information required in preparing the consolidated annual financial statements, they must be read together with the consolidated financial statements as at 31 December 2014.
The consolidated financial statements as at 31 March 2015 comprise the consolidated statement of financial position, consolidated income statement, consolidated statement of comprehensive income, statement of changes in consolidated shareholders' equity, statement of consolidated cash flows and related explanatory notes. Comparative figures are disclosed as required by IAS 34 (31 December 2014 for the statement of financial position and the first quarter of 2014 for the consolidated income statement, consolidated statement of comprehensive income, statement of changes in shareholders' equity and cash flow statement).
The quarterly consolidated financial statements are presented in Euro and all values are rounded to the nearest thousand, unless otherwise indicated.
Disclosure of the quarterly consolidated financial statements of the Tesmec Group for the period ended 31 March 2015 was authorised by the Board of Directors on 8 May 2015.
The exchange rates used to determine the value in Euros of the financial statements of subsidiary companies expressed in foreign currency (exchange rate to 1 Euro) are shown below:
| Average exchange rates for the for the | End-of-period exchan period exchan exchange rate ge rate |
||||
|---|---|---|---|---|---|
| quarter ended 31 March 31 March | as at 31 March March | ||||
| 2015 | 2014 | 2015 | 2014 | ||
| US Dollar | 1.127 | 1.370 | 1.076 | 1.379 | |
| Bulgarian Lev | 1.956 | 1.956 | 1.956 | 1.956 | |
| Russian Rouble | 71.087 | 48.078 | 62.440 | 48.780 | |
| South African Rand | 13.230 | 14.889 | 13.132 | 14.588 | |
| Renmimbi | 7.028 | 8.359 | 6.671 | 8.575 | |
| Qatar Riyal | 4.104 | 4.988 | 3.918 | 5.021 |
On 31 March 2015, the consolidated area changed with respect to that as at 31 December 2014:
On 13 February 2015, the East Trenchers S.r.l. shareholder sold its entire investment equal to 8.8% of the Share Capital to Tesmec S.p.A. As a result of the operation described above, as from 13 February 2015, Tesmec S.p.A. has become sole shareholder of East Trenchers S.r.l.
The extraordinary transactions that occurred during the period include the following:
The breakdown and changes in "Intangible assets" as at 31 March 2015 and as at 31 December 2014 are shown in the table below:
| (Euro in thousands) | 01/01/2015 | Increases due to purchases purchases |
Decreases Decreases | Reclassifications | Amortisation | Exchange rate differences |
31/03/2015 31/03/2015 |
|---|---|---|---|---|---|---|---|
| Development costs | 10,365 | 1,294 | - | - | (978) | 357 | 11,038 |
| Rights and trademarks | 386 | 54 | - | - | (42) | - | 398 |
| Assets in progress and advance payments to suppliers |
1,621 | 154 | - | - | - | - | 1,775 |
| Total intangible assets Total assets |
12,372 | 1,502 | - | - | (1,020) (1,020) | 357 | 13,211 |
Intangible assets amounted to Euro 13,211 thousand as at 31 March 2014, and were up by Euro 839 thousand against the previous year mainly due to development costs capitalised during the first three months of 2015 of Euro 1,294 thousand, partially offset by the amortisation for the period (Euro 978 thousand). The increase refers to designs of Euro 422 thousand in the trencher segment, of Euro 375 thousand in the rail segment related to the production of a new generation rail in the US and Euro 497 thousand in the stringing equipment segment.
These costs are related to projects for the development of new products and equipment that are expected to generate positive cash flows in future years.
Assets in progress and advance payments to suppliers amounted to Euro 1,775 thousand and are composed of Euro 1,550 thousand to costs incurred in relation to the acquisition of the company AMC2 operating in the segment of design and production of machines for the maintenance of railway lines. On 26 February 2015, the final decree of approval relating to the transfer in favour of Tesmec Service S.r.l. was received.
The breakdown and changes in "Property, plant and equipment" as at 31 March 2015 and as at 31 December 2014 are shown in the table below:
| (Euro in thousands) | 01/01/2015 | Increases due to purchases purchases |
Decreases Decreases | Reclassifications | Depreciations Depreciations |
Exchange rate differences differences |
31/03/2015 31/03/2015 |
|---|---|---|---|---|---|---|---|
| Land | 5,457 | - | - | - | - | 25 | 5,482 |
| Buildings | 24,596 | - | - | 186 | (216) | 701 | 25,267 |
| Plant and machinery | 6,007 | 47 | - | - | (279) | 209 | 5,984 |
| Equipment | 503 | 70 | - | - | (58) | 2 | 517 |
| Other assets | 10,831 | 54 | (12) | - | (418) | 1,112 | 11,567 |
| Assets in progress and advance payments to suppliers |
722 | 4 | - | (186) | - | 16 | 556 |
| Total property, plant and equipment |
48,116 | 175 | (12) | - | (971) | 2,065 | 49,373 |
As at 31 March 2015, Property, plant and equipment totalled Euro 49,373 thousand, up Euro 1,257 thousand on the previous year.
The increase is mainly attributable to the Euro/USD exchange rate effect.
The following table sets forth the breakdown of Work in progress contracts as at 31 March 2015 and as at 31 December 2014:
| 31 December December |
||||
|---|---|---|---|---|
| (Euro in thousands) | 2015 | 2014 | ||
| Work in progress (Gross) | 8,741 | 8,211 | ||
| Advances from contractors | (3,342) | (2,962) | ||
| Work in progress contracts in contracts |
5,399 | 5,249 | ||
| Advances from contractors (Gross) | - | - | ||
| Work in progress (Gross) | - | - | ||
| Advances from contractors | - | - |
"Work in progress" refers exclusively to the rail segment where the machinery is produced in accordance with specific customer requirements. "Work in progress" is recognised as an asset if, on the basis of an analysis carried out for each contract, the gross value of work in progress is greater than advances from customers; it is recognised as a liability if the advances are greater than the related work in progress.
If the advances are not collected at the reporting date, the corresponding amount is recognised as trade receivables.
The following table provides a breakdown of the item Inventories as at 31 March 2015 compared to 31 December 2014:
| (Euro in thousands) | 31 March 2015 March 2015 |
31 December 2014 31 |
|---|---|---|
| Raw materials and consumables | 33,284 | 27,768 |
| Work in progress | 14,262 | 13,001 |
| Finished products and goods for resale | 17,133 | 14,469 |
| Advances to suppliers for assets | 177 | 152 |
| Total Inventories Total Inventories |
64,856 | 55,390 |
Compared to 31 December 2014, inventories recorded an increase of Euro 9,466 thousand mainly attributable to the increase in Raw materials and consumables necessary to cover the expected sales for the coming months of the year.
The following table sets forth the breakdown of Trade Receivables as at 31 March 2015 and as at 31 December 2014:
| (Euro in thousands) | 31 March 2015 March 2015 |
31 December 2014 31 |
|---|---|---|
| Trade receivables from third-party customers | 42,444 | 34,727 |
| Trade receivables from associates, related parties and joint ventures | 7,329 | 6,570 |
| Total trade receivables Total receivables |
49,773 | 41,297 |
The increase in trade receivables (20.5%) reflects the trend of sales for the quarter, which were concentrated in March in particular. The balance of trade receivables due from related parties increased by Euro 759 thousand mainly due to higher sales to the associated company Tesmec Peninsula.
The following table provides a breakdown of financial receivables and other current financial assets as at 31 March 2015 and as at 31 December 2014:
| (Euro in thousands) | 31 March 2015 March 2015 |
31 December 2014 31 2014 |
|---|---|---|
| Financial receivables due from related parties | 7,995 | 6,552 |
| Financial receivables from third parties | 430 | - |
| Other current financial assets | 88 | 121 |
| Total financial receivables and other current financial assets cial |
8,513 | 6,673 |
The increase in current financial assets from Euro 6,673 thousand to Euro 8,513 thousand is mainly due to the increase in credit positions relating to specific contracts signed with the related parties of joint ventures on which an interest rate is applied and repayable within 12 months.
The share capital amounts to Euro 10,708 thousand, fully paid in, and is comprised of 107,084,000 shares with a par value of Euro 0.1 each.
The following table provides a breakdown of Other reserves as at 31 March 2015 and as at 31 December 2014:
| 31 March 2015 March 2015 |
31 December 2014 31 |
|
|---|---|---|
| (Euro in thousands) | ||
| Revaluation reserve | 86 | 86 |
| Extraordinary reserve | 16,881 | 16,881 |
| Change in the consolidation area | (13) | (43) |
| Severance indemnity valuation reserve | (317) | (317) |
| Network Reserve | 794 | 794 |
| Retained earnings/(losses brought forward) | 6,999 | 5,171 |
| Bills charged directly to shareholders' equity | ||
| on operations with entities under common control | (4,048) | (4,048) |
| Total other reserves Total reserves |
20,382 | 18,524 |
The revaluation reserve is a reserve in respect of which tax has been deferred, set up in accordance with Italian Law No. 72/1983.
The value of translation differences has a positive impact on Shareholders' Equity of Euro 4,023 thousand as at 31 March 2015.
As at 31 March 2015, the increase in Retained earnings/(losses brought forward) is due to the 2014 profit that was allocated by the Shareholders' Meeting on 30 April 2015.
During the first three months of 2015, medium-long term loans increased from Euro 61,861 thousand to Euro 62,604 thousand mainly due to: i) reclassification in the current financial indebtedness of Euro 5,187 thousand of the short-term portion of medium-long term loans (ii) decrease in financial leases (Euro 18,136 thousand as at 31 March 2015 compared to Euro 18,724 thousand as at 31 December 2014) net of (iii) the drawing-up of two new medium to long-term loan contracts totalling Euro 5,930 thousand.
The following table provides details of this item as at 31 March 2015 and as at 31 December 2014:
| (Euro in thousands) | 31 March 2015 March 2015 |
31 December 2014 31 |
|---|---|---|
| Advances from banks against invoices and bills receivables | 33,856 | 18,786 |
| Other financial payables (short-term leases) | 2,484 | 2,474 |
| Payables due to factoring companies | 2,773 | 2,066 |
| Current account overdrafts | 32 | - |
| Short-term loans to third parties | 3,616 | 2,809 |
| Current portion of medium/long-term loans | 11,423 | 10,371 |
| Total interest- Total interest-bearing financial payables (current portion) bearing financial payables (current portion) bearing payables portion) |
54,184 | 36,506 |
The increase in the current portion of medium/long-term loans refers to the reclassification of the short-term portion of the loans described in the previous paragraph.
The following table shows a summary of the financial instruments, other than cash and cash equivalents, owned by the Group as at 31 March 2015:
| (Euro in thousands) | Loans and receivables/ financial liabilities measured at amortised cost |
Guarantee deposits deposits |
Cash and cash equivalents |
Available- Available-for sale financial assets |
Fair value recognised in the income statement |
|---|---|---|---|---|---|
| Financial assets: assets: | |||||
| Derivative financial instruments | - | - | - | - | 14 |
| Guarantee deposits | - | 304 | - | - | - |
| Trade receivables | 403 | - | - | - | - |
| Total non- Total non-current currentcurrent | 403 | 304 | - | - | 14 |
| Trade receivables | 49,773 | - | - | - | - |
| Financial receivables due from related parties | 7,995 | - | - | - | - |
| Financial receivables from third parties | 430 | - | - | - | - |
| Other current financial assets | 88 | - | - | - | - |
| Other available-for-sale securities | - | - | - | 129 | - |
| Cash and cash equivalents | - | - | 27,822 | - | - |
| Total current Total current |
58,286 | - | 27,822 | 129 | - |
| Total | 58,689 | 304 | 27822 | 129 | 14 |
| Financial liabilities: liabilities: | |||||
| Loans | 44,468 | - | - | - | - |
| Non-current portion of finance leases, net | 18,136 | - | - | - | - |
| Derivative financial instruments | - | - | - | - | 358 |
|---|---|---|---|---|---|
| Total non- Total non-current currentcurrent | 62,604 | - | - | - | 358 |
| Loans | 15,039 | - | - | - | - |
| Other financial payables (short-term leases) | 2,484 | - | - | - | - |
| Other short-term payables | 36,661 | - | - | - | - |
| Trade payables | 40,070 | - | - | - | - |
| Derivative financial instruments | - | - | - | - | 260 |
| Total current Total current |
94,254 | - | - | - | 260 |
| Total | 156,858 | - | - | - | 618 |
Within its scope of operations, the Group is exposed, to a greater or lesser extent, to certain types of risk that are managed as follows.
The Group does not hold derivatives or similar products for purely speculative purposes.
The Tesmec Group's exposure to interest rate risk is managed by taking overall exposure into consideration: as part of the general policy to optimise financial resources, the Group seeks equilibrium, by using less expensive forms of financing.
With regard to the market risk due to changes in the interest rate, the Group's policy is to hedge the exposure related to the portion of medium to long-term indebtedness. Derivative instruments such as Swaps, Collars and Caps are used to manage this risk.
As at 31 March 2015, there were five positions related to derivative instruments of interest rate swap hedging the risk related to the potential increase in interest bearing financial payables (current portion) due to fluctuating market rates. The notional value of these positions was equal to Euro 15.0 million, with a negative equivalent value of Euro 358 thousand. Moreover, there were three positions related to derivative instruments of Cap interest rate; the notional value of these positions was equal to Euro 6.0 million, with a positive equivalent value of Euro 14 thousand.
A significant portion of the Group's revenues is generated by sales in foreign countries, including developing countries.
The main transaction currencies used for the Group's sales are the Euro and the US Dollar. The Group believes that if the exchange rate fluctuations of these two currencies are low, there is no risk to operating margins, insofar as the sale price could be adapted on each occasion to the exchange rate. However, if the US dollar were to depreciate significantly against the Euro, we cannot exclude negative effects on margins to the extent that a good portion of sales in US dollars concerns the productions of Italian factories that operate with costs in the Eurozone.
With regard to net exposure that is mainly represented by loans in US Dollars of Tesmec S.p.A., the forward buying of the American currency is adopted as the only hedging instrument. However, these hedges are carried out only for one part of the total exposure in that the timing of the inflow of the receipts in dollars is difficult to predict at the level of each sales invoice. Besides, for a good part of the sales in dollars, the Group uses the production of the American factory with costs in US dollars by creating in this way a sort of natural hedging of the currency exposure.
Forward sale instruments for fixing the exchange rate at the moment of the order are mainly used for covering the risk of the dollar exposure deriving from:
Despite the adoption of the above strategies aimed at reducing the risks arising from fluctuation of exchange rates, the Group cannot exclude that future changes thereof might affect the results of the Group. Fluctuations in exchange rates could also significantly affect the comparability of the results of each financial period.
In the first three months of 2015, Tesmec S.p.A. entered into two forward cover contracts of the Euro/USD exchange rate and they still exist as at 31 March 2015. The notional value of these positions was equal to Euro 2.6 million, with a negative equivalent value of Euro 260 thousand.
For the Group, credit risk is closely linked to the sale of products on the market. In particular, the extent of the risk depends on both technical and commercial factors and the purchaser's solvency.
From a commercial viewpoint, the Group is not exposed to a high credit risk insofar as it has been operating for years in markets where payment on delivery or letter of credit issued by a prime international bank are usually used as payment methods. For customers located in the European region, the Group mainly uses factoring without recourse. The provisions for doubtful accounts are considered to be a good indication of the extent of the overall credit risk.
In general, price risk is linked to the fluctuation of commodity prices.
Specifically, the price risk of the Group is mitigated by the presence of many suppliers of raw materials as well as by the need to be sure on the supply volumes, in order not to affect the warehouse stock.
In reality, this risk seems remote for two fundamental reasons:
the existence and use of alternative suppliers;
the heterogeneity of raw materials and components used in the production of the Tesmec machinery: it is unlikely for all of them to be affected by increasing price tensions at the same time.
In particular, in the current market situation, this risk seems particularly weakened by the situation of oversupply in many markets.
The management of financial requirements and related risks (mainly interest rate risks, liquidity and exchange rate risks) is carried out by the Group on the basis of guidelines defined by the Group General Management and approved by the Chief Executive Officer of the Parent Company.
The main purpose of these guidelines is to guarantee the presence of a liability structure always in equilibrium with the structure of the balance sheet assets, in order to keep a very sound balance sheet structure. Forms of financing most commonly used are represented by:
The average cost of indebtedness is benchmarked to the trend of the 1/3-month Euribor rates for short-term loans and of the 3/6-month Euribor rates for medium to long-term loans. Some interest rate hedges have been set in place for floating medium-long term loans. Existing loans contemplate the observance of financial covenants, commented below.
The Tesmec Group adopts a supply policy aimed at diversifying the suppliers of components that are characterised by purchased volumes or by high added value. However, the termination for any reason of these supply relations could imply for the Group supply problems of such raw materials, semi-finished and finished goods as for quantity and time suitable for ensuring the continuity of production, or the provisioning could lead to time issues for achieving quality standards already acquired with the old supplier.
In relation to financial instruments measured at fair value, the following table shows the classification of such instruments on the basis of the hierarchy of levels required by IFRS 13, which reflects the significance of the inputs used in measuring the fair value. The levels are broken down as follows:
The following table shows the assets and liabilities that are measured at fair value as at 31 March 2015, divided into the three levels defined above:
| Book value as at 31 March 2015 31 2015 |
Level 1 Level 1 | Level 2 2 | Level 3 3 | |
|---|---|---|---|---|
| (Euro in thousands) | ||||
| Financial assets: assets: | ||||
| Derivative financial instruments | 14 | - | 14 | - |
| Total non- Total non-current currentcurrent | 14 | - | 14 | - |
| Other available-for-sale securities | 129 | - | - | 129 |
| Total current Total current |
129 | - | - | 129 |
| Total | 129 | - | - | 129 |
| Financial liabilities: liabilities: | ||||
| Derivative financial instruments | 358 | - | 358 | - |
| Total non- Total non-current currentcurrent | 358 | - | 358 | - |
| Derivative financial instruments | 260 | - | 260 | - |
| Total current Total current |
260 | - | 260 | - |
| Total | 260 | - | 260 | - |
The table below shows the breakdown of Revenues from sales and services as at 31 March 2015 and as at 31 March 2014:
| Quarter | Quarter ended 31 March 31 March |
|
|---|---|---|
| (Euro in thousands) | 2015 | 2014 |
| Sales of products | 32,521 | 25,870 |
| Services rendered | 2,120 | 430 |
| 34,641 | 26,300 | |
| Changes in work in progress | (199) | 944 |
| Total revenues from sales and services Total services |
34,442 | 27,244 |
In the first three months of 2015, the Group recorded consolidated revenues of Euro 34,442 thousand, marking an increase of Euro 7,198 thousand compared to Euro 27,224 thousand in the same period of the previous year. In percentage terms, this increase represents a positive difference of 26.4%, which is split unevenly between the Group's three business areas. More specifically, an increase of +41.3% was recorded for the Stringing equipment segment, +22.6% for the Trencher segment and 65.8% for the Rail segment.
The increase in revenues in the Trencher segment is mainly a result of the positive contribution of the American market.
The results of the first three months in the Stringing equipment segment is affected by the order related to the supply of equipment to the Abengoa group for the construction of more than 5,000 km of 500kV lines in Brazil.
The Group has also recorded the first significant revenues and orders in the new business of Automation, confirming the validity of the strategic choices implemented in the past years that also focused on the market of streamlining of power lines.
Finally, the decrease in revenues in the Rail segment is mainly attributable to the typical cyclical nature of a business characterised by long-term contracts and prolonged times for executing the negotiations. The conclusion of negotiations with important customers is expected to have an impact already on the second half year.
The item operating costs amounted to Euro 32,026 thousand, an increase of 24.7% compared to the previous year, a more than proportional increase with respect to the performance in revenues (26.4.%).
For management purposes, the Tesmec Group is organised into strategic business units on the basis of the nature of the goods and services supplied, and presents three operating segments for disclosure purposes:
| Quarter ended 31 March Quarter 31 March |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2015 | 2014 | ||||||||
| (Euro in thousands) | Stringing equipment equipment |
Trencher | Rail | Consolidated | Stringing equipment equipment |
Trencher | Rail | Consolidated | |
| Revenues from sales and services Operating costs net of |
19,505 | 14,342 | 595 | 34,442 | 13,806 | 11,697 | 1,741 | 27,244 | |
| depreciation and amortisation |
(16,030) | (13,161) | (844) | (30,035) | (11,628) | (10,916) | (1,482) | (24,026) | |
| EBITDA | 3,475 | 1,181 | (249) | 4,407 | 2,178 | 781 | 259 | 3,218 | |
| Amortisation and depreciation |
(514) | (1,167) | (310) | (1,991) | (475) | (968) | (218) | (1,661) | |
| Total operating costs Total costs |
(16,544) (16,544) | (14,328) | (1,154) | (32,026) | (12,103) (12,103) | (11,884) (11,884) | (1,700) | (25,687) | |
| Operating income Operating |
2,961 | 14 | (559) | 2,416 | 1,703 | (187) | 41 | 1,557 | |
| Net financial income/(expenses) |
1,678 | (1,006) | |||||||
| Pre-tax profit tax profittax profit | 4,094 | 551 | |||||||
| Income tax | (1,338) | (394) | |||||||
| Net profit for the period profit for period |
2,756 | 157 | |||||||
| Profit / (loss) attributable to non-controlling interests |
- | (2) | |||||||
| Group profit (loss) profit |
2,756 | 159 |
(*) The EBITDA is represented by the operating income gross of amortisation/depreciation. The EBITDA thus defined represents a measurement used by Company management to monitor and assess the company's operating performance. EBITDA is not recognised as a measure of performance by the IFRS and therefore is not to be considered an alternative measurement for assessing the performance of the Group's operating income. As the composition of EBITDA is not governed by the reference accounting standards, the criterion for determination applied by the Group may not be in line with the criterion adopted by others and is therefore not comparable.
Management monitors the operating income of its business units separately for the purpose of making decisions on resource allocation and performance assessment. Segment performance is assessed on the basis of operating income. Group financial management (including financial income and charges) and income tax is managed at Group level and are not allocated to the individual operating segments.
The following table shows the consolidated statement of financial position by business segment as at 31 March 2015 and as at 31 December 2014:
| As at 31 March 2015 at 31 March 2015 |
As at 31 December 2014 As December 2014 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (Euro in thousands) | Stringing equipment |
Trencher Trencher | Rail | Not allocated Not allocated | Consolidated Consolidated | Stringing equipment |
Trencher Trencher | Rail | Not allocated allocated | Consolidated Consolidated |
| Intangible assets | 3,434 | 3,704 | 6,073 | - | 13,211 | 3,206 | 3,387 | 5,779 | - | 12,372 |
| Property, plant and equipment |
11,787 | 37,488 | 98 | - | 49,373 | 11,885 | 36,131 | 100 | - | 48,116 |
| Financial assets | 4,469 | 434 | - | 318 | 5,221 | 4,364 | 432 | - | 289 | 5,085 |
| Other non-current assets | 69 | 611 | 67 | 3,237 | 3,984 | 36 | 696 | 63 | 3,125 | 3,920 |
| Total non- non-current assets current assets |
19,759 | 42,237 | 6,238 | 3,555 | 71,789 | 19,491 | 40,646 | 5,942 | 3,414 | 69,493 |
| Work in progress contracts |
- | - | 5,399 | - | 5,399 | - | - | 5,249 | - | 5,249 |
| Inventories | 16,641 | 48,049 | 166 | - | 64,856 | 13,753 | 41,470 | 167 | - | 55,390 |
| Trade receivables | 19,246 | 27,848 | 743 | 1,936 | 49,773 | 12,084 | 26,187 | 1,143 | 1,883 | 41,297 |
| Other current assets | 397 | 27 | 442 | 11,326 | 12,192 | 307 | 122 | 498 | 8,851 | 9,778 |
| Cash and cash equivalents | - | - | - | 27,822 | 27,822 | - | - | - | 18,665 | 18,665 |
| Total current assets tal assets current assets |
36,284 | 75,924 | 1,351 | 41,084 | 154,643 154,643 | 26,144 | 67,779 | 1,808 | 29,399 | 125,130 125,130 |
| Total assets assets | 56,043 | 118,161 | 7,589 | 44,639 | 226,432 226,432 | 45,635 | 108,425 | 7,750 | 32,813 | 194,623 |
| Shareholders' equity attributable to Parent Company Shareholders Shareholders Shareholders' equity |
- | - | - | 54,772 | 54,772 | - | - | - | 48,164 | 48,164 |
| attributable to non- non controlling interests interests |
- | - | - | - | - | - | - | - | 9 | 9 |
| Non-current liabilities current liabilities |
16 | 22 | 651 | 69,258 | 69,947 | 13 | - | 622 | 67,633 | 68,268 |
| Current financial liabilities | - | - | - | 54,444 | 54,444 | - | - | - | 36,506 | 36,506 |
| Trade payables | 18,877 | 19,968 | 1,225 | - | 40,070 | 11,939 | 20,287 | 1,953 | - | 34,179 |
| Other current liabilities | 4,316 | 1,741 | 252 | 6,289 | 12,598 | 5,567 | 1,273 | 262 | 5,644 | 12,746 |
| Total current liabilities | 23,193 | 21,709 | 1,477 | 60,733 | 107,112 107,112 | 17,506 | 21,560 | 2,215 | 42,150 | 83,431 |
| Total liabilities liabilities liabilities | 23,209 | 21,731 | 2,128 | 129,991 129,991 | 177,059 | 17,519 | 21,560 | 2,837 | 109,783 | 151,699 151,699 |
| Total shareholders' equity and liabilities equity and |
23,209 | 21,731 | 2,128 | 184,763 | 231,831 | 17,519 | 21,560 | 2,837 | 157,956 157,956 | 199,872 |
The following table gives details of economic and equity transactions with related parties. The companies listed below have been identified as related parties as they are linked directly or indirectly to the current shareholders:
| Quarter ended 31 March 2015 Quarter ended 31 |
Quarter ended 31 March 2014 Quarter ended 31 nded 2014 |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (Euro in thousands) | Revenues | Cost of raw materials materials |
Cost of services services |
Other operating (costs)/ revenues, net |
Financial income and expenses |
Revenues | Cost of raw materials materials |
Cost of services services |
Other operating (costs)/ revenues, net |
Financial income and expenses |
|
| Associates: | |||||||||||
| Locavert S.A. | 16 | - | - | - | - | 31 | - | - | - | - | |
| Bertel S.p.A. | 6 | - | - | - | 6 | - | - | - | - | - | |
| Subtotal | 22 | - | - | - | 6 | 31 | - | - | - | - | |
| Joint Ventures: Joint |
|||||||||||
| Condux Tesmec Inc. | 1,143 | - | - | (46) | 2 | 374 | - | - | 36 | 1 | |
| Tesmec Peninsula | 1,070 | (147) | (23) | (27) | 24 | 84 | (1,018) | (4) | 23 | 36 | |
| Subtotal | 2,213 | (147) | (23) | (73) | 26 | 458 | (1,018) (1,018) | (4) | 59 | 37 | |
| Related parties: | |||||||||||
| Ambrosio S.r.l. | - | - | - | 4 | - | - | - | - | (3) | - | |
| CBF S.r.l. | - | - | - | - | - | - | - | - | - | - | |
| Ceresio Tours S.r.l. | - | - | (2) | - | - | - | - | (4) | - | - | |
| Dream Immobiliare S.r.l. | - | - | - | 78 | (282) | - | - | - | - | (279) | |
| Eurofidi S.p.A. | - | - | - | - | - | - | - | - | - | - | |
| FI.IND. S.p.A. | - | - | - | - | - | - | - | - | - | - | |
| Lame Nautica S.r.l. | - | - | - | - | - | 5 | - | - | - | - | |
| M.T.S. Officine meccaniche S.p.A. |
466 | - | 1 | (3) | - | 647 | - | 1 | 3 | - | |
| Reggiani Macchine S.p.A. | - | (4) | 38 | (1) | - | 70 | (12) | 33 | 46 | - | |
| Subtotal | 466 | (4) | 37 | 78 | (282) | 722 | (12) | 30 | 46 | (279) | |
| Total | 2,701 | (151) | 14 | 5 | (250) | 1,211 | (1,030) (1,030) | 26 | 105 | (242) |
| 31 March 31 March | 31 December 31 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2015 | 2014 | |||||||||
| (Euro in thousands) | Trade receivables receivables |
Current financial receivables receivables |
Trade payables payables |
Current financial payables |
Non-current current financial payables |
Trade receivables receivables |
Current financial receivables receivables |
Trade payables payables |
Current financial payables |
Non current financial payables payables |
| Associates: ssociates: | ||||||||||
| Locavert S.A. | 12 | - | - | - | - | 21 | - | - | - | - |
| Bertel S.p.A. | 13 | 1,122 | 2 | - | - | 129 | 563 | 1 | - | - |
| Subtotal | 25 | 1,122 | 2 | - | - | 150 | 563 | 1 | - | - |
| Joint Ventures: Joint Ventures: oint Ventures: |
||||||||||
| Condux Tesmec Inc. | 1,233 | 252 | - | - | - | 1,084 | 156 | - | - | - |
| Tesmec Peninsula | 3,024 | 5,517 | 168 | - | - | 2,755 | 4,729 | 1 | - | - |
| Subtotal | 4,257 | 5,769 | 168 | - | - | 3,839 | 4,885 | 1 | - | - |
| Related parties: | ||||||||||
| Ambrosio S.r.l. | - | - | 4 | - | - | - | - | 4 | - | - |
| CBF S.r.l. | - | - | - | - | - | - | - | - | - | - |
| Ceresio Tours S.r.l. | - | - | 1 | - | - | - | - | 2 | - | - |
| Dream Immobiliare S.r.l. | - | 1,102 | - | 1,128 | 15,651 | - | 1,102 | - | 1,100 | 15,954 |
| Studio Bolelli | - | - | - | - | - | - | - | - | - | - |
| Eurofidi S.p.A. | - | 2 | - | - | - | - | 2 | - | - | - |
| FI.IND. S.p.A. | - | - | - | - | - | - | - | - | - | - |
| Lame Nautica S.r.l. | 2 | - | - | - | - | 4 | - | - | - | - |
| M.T.S. Officine meccaniche S.p.A. | 2,873 | - | 1 | - | - | 2,440 | - | - | - | - |
| Reggiani Macchine S.p.A. | 172 | - | - | - | - | 137 | - | - | - | - |
| Subtotal | 3,047 | 1,104 | 6 | 1,128 | 15,651 | 2,581 | 1,104 | 6 | 1,100 | 15,954 |
| Total | 7,329 | 7,995 | 176 | 1,128 | 15,651 | 6,570 | 6,552 | 8 | 1,100 | 15,954 |
of the administrative and accounting procedures for preparing the Interim Condensed Consolidated Financial Statements as at 31 March 2015.
Grassobbio, 8 May 2015
Ambrogio Caccia Dominioni Andrea Bramani Chief Executive Officer Manager responsible for
preparing the Company's financial statements
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