administration and controlling boards

Transcription

administration and controlling boards
.
Consolidated and Statutory Financial
Statements
for the year ended 31 December 2014
Index
4
Administration and Controlling Boards
5
Group Structure
7
Management Report to the Consolidated Financial Statements and to the Statutory Financial Statements
7
- Main economic and financial data
8
- Performance for the period
16
- Overview of ongoing projects and main project acquisitions
42
- Main risks and uncertainties which Permasteelisa S.p.A. and the Group are exposed to
44
44
44
45
45
48
48
-
48
- Transactions with related parties
49
- Significant events subsequent to year end and outlook
50
- Other disclosures
51
- Operating performance and financial position of Permasteelisa S.p.A.
54
- Approval of the Statutory Financial Statements and allocation of 2014 net result
55
Permasteelisa Group – Consolidated Financial Statements for the year ended 31 December 2014
56
- Consolidated income statement
57
- Consolidated statement of comprehensive income
58
- Consolidated statement of financial position
59
- Consolidated statement of cash flows
61
- Consolidated statement of net equity changes
63
- Notes to the Consolidated Financial Statements
The Group's organizational structure
Research and innovation
Technical Support Group
Information Technology
Human Resources
Shareholders
Treasury shares
118
- Appendix I: Permasteelisa Group’s companies
123
Permasteelisa S.p.A. – Statutory Financial Statements for the year ended 31 December 2014
124
- Income statement
125
- Statement of comprehensive income
126
- Statement of financial position
127
- Statement of cash flows
129
- Statement of net equity changes
131
- Notes to the Statutory Financial Statements
181
- Appendix I: Receivables and payables broken down by geographical area
186
AUDITORS’ REPORT ON THE CONSOLIDATED AND STATUTORY FINANCIAL STATEMENTS
Company name
Permasteelisa S.p.A. with sole shareholder
Registered Office
Viale E. Mattei, 21/23
31029 Vittorio Veneto (TV) - Italy
Share Capital
Euro 6,900,000 fully paid in
Treviso REA (Economic and Administrative Repertory) enrolment no. 169833
ADMINISTRATION AND CONTROLLING BOARDS
Board of Directors in charge up to 25 June 2014
Chairman
Davide Croff
Chief Executive Officer
Nicola Greco
Directors
Toshimasa Iue (CCI) (CRN)
Christopher Joseph Mack (CRN)
Takashi Okuda
Shinichi Tanzawa (CCI)
Makoto Yoshitaka (CCI)
Kenji Uenishi (CRN)
(CCI) Member of the Internal Controlling Committee
(CRN) Member of the Committee on Directors’ Remuneration
Board of Directors in charge since 25 June 2014
Chairman
Davide Croff
Chief Executive Officer
Nicola Greco
Directors
Toshimasa Iue (CCI) (CRN)
Christopher Joseph Mack (CRN) (*CCI)
Kenji Uenishi (CRN)
Yosuke Yagi (CRN)
Sachio Matsumoto (*CCI)
Laurence William Bates (*CCI)
(CCI) Member of the Internal Controlling Committee
(*CCI) Member of the Internal Controlling Committee since 3 September 2014
(CRN) Member of the Committee on Directors’ Remuneration
Board of Auditors
Statutory Auditors
Eugenio Romita – Chairman
Antonella Alfonsi
Roberto Spada
Standing Auditors
Michele Crisci
Luigi Provaggi
Independent Auditors
Deloitte & Touche S.p.A.
GROUP STRUCTURE
The graph only shows the main companies that are controlled either directly or indirectly by the Parent Company
Permasteelisa S.p.A.
PERMASTEELISA S.p.A.
Management Report
to the Consolidated Financial Statements and
to the Statutory Financial Statements
6
MANAGEMENT REPORT
Dear Shareholder,
With this report, which accompanies the Consolidated Financial Statements and the Financial Statements of
Permasteelisa S.p.A. at 31 December 2014, we wish to illustrate for you the details regarding management of the
Group and the Parent Company, both with reference to the financial year that has just ended and in relation to
their future prospects.
The notes to the Consolidated Financial Statements and to the Statutory Financial Statements will provide you
with any additional information you may require on the numerical data supplied in the statement of financial
position, the income statement, the statement of cash flows and the statement of net equity changes.
Main economic and financial data
For a more correct and significant analysis of the economic performance of Permasteelisa Group, the economic
figures presented in the table below have been appropriately normalized, adjusting the closing actual figures for
the effects of the merger of the holding companies Terre Alte S.p.A. and Montrachet S.p.A. occurred in the year
2010 (mainly depreciation of intangible and tangible assets).
The Group's results for the year 2014 are summarised here below:
In thousands of Euro
IV Quarter
2014
Normalized
IV Quarter
2013
Normalized
IV
Quarter
2014
IV
Quarter
2013
425,463
392,554
425,463
392,554
25,906
22,644
25,906
22,644
6.1%
5.8%
6.1%
5.8%
22,131
18,776
20,469
17,114
5.2%
4.8%
4.8%
4.4%
17,394
14,226
15,732
12,564
4.1%
3.6%
3.7%
3.2%
31 December 31 December
2014
2013
Normalized
Normalized
Operating
revenues
31
December
2014
31
December
2013
1,409,144
1,396,278
1,409,144
1,396,278
Ordinary
activity result
before
depreciation
(EBITDA)
%
62,384
47,888
62,384
47,888
4.4%
3.4%
4.4%
3.4%
Operating
result
%
48,923
32,945
42,274
26,296
3.5%
2.4%
3.0%
1.9%
Result before
tax
%
40,520
19,585
33,871
12,936
2.9%
1.4%
2.4%
0.9%
Net result
14,568
14,396
9,724
9,552
1.0%
1.0%
0.7%
0.7%
7
31
December
2014
31
December
2013
Non current assets (a)
Net working capital (b) (*)
202,927
376,965
198,664
298,352
Severance indemnity fund, pension funds and other
employee benefits (c)
(31,317)
(26,924)
Net invested capital
548,575
470,092
Net financial debt/(Net cash surplus) (d)
Shareholders’ loan (e)
Shareholders' equity (including minority interests) (f)
Coverage
257,140
27,510
263,925
548,575
216,134
0
253,958
470,092
21,369
12,547
6,901
6,490
In thousands of Euro
Investments in tangible and intangible assets
Average workforce
a) Sum of the captions included in the consolidated statement of financial position referring to notes 15, 16, 17, 18, 19, 20;
b) Sum of the captions included in the consolidated statement of financial position referring to notes 21, 22, 23, 24, 25, 26, 27, 28, 33, 34, 35,
36, 37, 38;
c) Sum of the captions included in the consolidated statement of financial position referring to notes 31 and 32;
d) Caption included in the consolidated statement of financial position referring to note 30;
e) Caption included in the consolidated statement of financial position referring to note 30;
f) Caption included in the consolidated statement of financial position referring to note 29.
(*) Please note that the amount under caption “Net working capital” in 2013 year has been restated comparing to Consolidated Financial Statement of
the previous year, and it has been showed at gross of Advances from customers consistently with 2014 year.
Performance for the period
In a difficult market context, characterised by projects whose implementation involves increasing complexities,
the Permasteelisa Group recorded a very satisfactory 2014, both in terms of turnover and profitability, having
been able to benefit from the good backlog level highlighted at the end of 2013 (approximately 1.9 billion Euros).
The new orders acquired during 2014, amounting to approximately 1.4 billion Euros, have contributed to
achieving an economic backlog at year-end, including Contract activities, of approximately 2 billion Euros, up
compared to 2013.
The trend in the growth of turnover has continued, with an increase in operating revenues moving from Euro
1,396,278 thousand to Euro 1,409,144 thousand.
The Group has continued to streamline its Engineering and Production processes with a view to preserving and
increasing profitability, as well as its capacity to generate positive cash flows in the different geographic and
market contexts. It has also continued to develop its decentralised organisation, which is thought to be a strong
point for the growth of the Group itself as it is able to accentuate its global vocation and to allow for the adoption,
in different projects, of a contract implementation method involving the joint participation of various Business
Units, in line with a "low-low" cost plan supported by an increasingly evolved ICT platform.
The financial year 2014 showed positive profit levels, albeit affected by the manifestation of some criticalities
largely in the Asian region, an area in which major reorganisation interventions are in progress.
8
The trend of investment in working capital, consistent with the increase in business volumes and the movement
of turnover and business in Middle East and Asian markets, characterized by contractual terms that require a
significant investment of liquidity during the execution of projects.
Performance on the market: new orders, backlog, Group positioning
During the 2014 year, the Group awarded new orders for Euro 1,400 million; therefore the value of the backlog of
curtain wall and contract amounted to Euro 2,051 million at the end of the mentioned period. In comparison to the
previous year, this two figures showed an increase and represent an important goal for the Group which is going
to achieve futher growth in the next year, 2015.
As shown in the table here below that provides a breakdown by product, new orders for Curtain walls amounted
to Euro 1,150 million (2013: Euro 1,133 million) and those for Interiors and Other products to Euro 250 million
(2013: Euro 336 million). All the orders under caption “Other products” are related to the Contract products.
In thousands of Euro
IV Quarter
2014
IV Quarter
2013
327,240
215,082
12,846
340,086
31,831
246,913
172
36,562
36,734
31 December
2014
% 31 December
2013
%
Variation
Variation %
Curtain wallsAluminum
Curtain walls-Steel
Subtotal Curtain
walls
1,098,484
78.5
1,056,008
71.9
42,476
4.0
51,151
1,149,635
3.6
82.1
77,154
1,133,162
5.2
77.1
(26,003)
16,473
-33.7
1.5
308
21,934
22,242
Partitions
Shops
Subtotal Interiors
7,933
162,790
170,723
0.6
11.6
12.2
4,199
187,445
191,644
0.3
12.8
13.1
3,734
(24,655)
(20,921)
88.9
-13.2
-10.9
19,091
69,115
Other products
79,442
5.7
144,311
9.8
(64,869)
-45.0
395,911
338,270
1,469,117 100.0
(69,317)
-4.7
Total Orders
1,399,800 100.0
Breakdown of the Curtain walls (aluminum and steel) by geographical area:
In thousands of Euro
IV
Quarter
2014
IV
Quarter
2013
132,513
(36)
86,275
263
49,506
5,228
(201)
18,380
500
8,533
89
5,243
82,050
31 December
2014
%
31 December
2013
%
Variation
Variation %
North America
South America
409,773
556
35.6
0.0
336,850
1,266
29.7
0.1
72,923
(710)
21.6
-56.1
327,864
28.5
204,848
18.1
123,016
60.1
518
3,635
114
45
20,942
17,192
47,674
United Kingdom +
Ireland
Benelux
Germany
Italy
Spain
Russia
Other Europe
Subtotal Europe
11,303
30,828
6,355
10,529
15,182
41,569
443,630
1.0
2.7
0.6
0.9
1.3
3.6
38.6
1,188
25,894
2,493
18,208
23,972
82,716
359,319
0.1
2.3
0.2
1.6
2.1
7.3
31.7
10,115
4,934
3,862
(7,679)
(8,790)
(41,147)
84,311
851.4
19.1
154.9
-42.2
-36.7
-49.7
23.5
38,142
(1,901)
Middle East
100,086
8.7
25,274
2.2
74,812
296.0
0
0
North Africa
20
0.0
23
0.0
(3)
-13.0
18,799
(138)
Central Asia
19,094
1.7
16,565
1.5
2,529
15.3
9
236
41,489
(983)
52,466
2,692
3,892
(13)
12,284
8,038
68,618
17,899
36,726
21
7,248
1,363
114,740
Australia
Hong Kong +
Macau
China
Singapore
India
Japan
Other Asia
Subtotal Asia
340,086
246,913
Total Exteriors
1,574
69,775
0.1
6.1
77,691
84,627
6.9
7.5
(76,117)
(14,852)
-98.0
-17.5
64,520
5,589
1,867
20,510
12,641
176,476
5.6
0.5
0.2
1.8
1.1
15.4
148,199
37,561
21
26,697
19,069
393,865
13.1
3.3
0.0
2.3
1.7
34.8
(83,679)
(31,972)
1,846
(6,187)
(6,428)
(217,389)
-56.5
-85.1
8790.5
-23.2
-33.7
-55.2
1,149,635
100.0
1,133,162
100.0
16,473
1.5
The European market, positively influenced by the good performance of the UK, and the North American market
appear to be the most important business for the Group in the exteriors sector, with an order increase
respectively by 23.5% and 21.6% compared to previous year.
Breakdown of the Interiors by geographical area:
In thousands of Euro
IV
Quarter
2014
IV
Quarter
2013
4,752
1,657
1,289
989
202
2,634
111
(233)
4,003
7
1,384
396
927
3,703
1,050
31 December
2014
%
31 December
2013
%
Variation
Variation %
America
33,106
19.4
64,747
33.8
(31,641)
-48.9
United
Kingdom+
Ireland
Benelux
Italy
France
Other Europe
Subtotal
Europe
10,898
6.4
5,916
3.1
4,982
84.2
198
10,387
2,476
5,112
29,071
0.1
6.1
1.5
3.0
17.1
475
4,329
1,619
3,334
15,673
0.2
2.3
0.9
1.7
8.2
(277)
6,058
857
1,778
13,398
-58.3
139.9
52.9
53.3
85.5
158
Middle East
7,341
4.3
4,829
2.5
2,512
52.0
1,074
28
North Africa
1,091
0.6
29
0.0
1,062
3662.1
0
0
Central Asia
250
0.1
0
0.0
250
0
8,032
2,349
32,565
19.1
33,324
17.4
(759)
-2.3
12,323
1,705
3,795
25,855
8,970
168
5,209
16,696
Hong Kong +
Macau
China
Japan
Other Asia
Subtotal Asia
39,293
7,027
20,979
99,864
23.0
4.1
12.3
58.5
54,867
5,136
13,039
106,366
28.6
2.7
6.8
55.5
(15,574)
1,891
7,940
(6,502)
-28.4
36.8
60.9
-6.1
36,734
22,242
Total Interiors
170,723
100.0
191,644
100.0
(20,921)
-10.9
10
Breakdown of the Contract by geographical area:
In thousands of Euro
IV Quarter
2014
IV Quarter
2013
1,670
13,679
155
0
3,126
616
0
0
50,737
18,223
19,091
69,115
31 December
2014
Italy
United
Kingdom
Other Europe
Middle East
Central Asia
Total
Contract
%
31 December
2013
%
Variation
Variation
%
25,416
22,245
32.0
28.0
7,858
0
5.4
0.0
17,558
22,245
223.4
0.0
3,126
28,080
575
3.9
35.4
0.7
0
117,881
18,572
0.0
81.7
12.9
3,126
(89,801)
(17,997)
0.0
-76.2
-96.9
79,442
100.0
144,311
100.0
(64,869)
-45.0
During the year 2014 were recorded cancellation of orders for a total amount of Euro 25.9 million fully related to
the Asian area (Mongolia), as opposed to what happened in the previous year which had not recorded any
cancellation.
Backlog
The table below provides an indication of the backlog for the main sectors in which the Group operates, by
geographical area.
As at 31 December 2014 the economic Backlog related to curtain walls amounts to Euro 2.051 million, increased
comparing to previous year, and gives continuity of work inside the Group.
- Curtain Walls
In million of Euro
Europe
Middle East
America
Asia
Central Asia
Total
31 December
2014
%
31 December
2013
%
507.9
153.2
866.4
435.2
35.7
1,998.4
25.4
7.7
43.3
21.8
1.8
100.0
414.8
104.5
759.9
495.1
25.4
1,799.7
23.1
5.8
42.2
27.5
1.4
100.0
31 December
2014
%
31 December
2013
%
37.4
11.3
1.9
2.1
52.7
71.0
21.4
3.6
4.0
100.0
6.3
53.3
17.5
0.0
77.1
8.2
69.1
22.7
0.0
100.0
- Contract
In million of Euro
Europe
Middle East
Central Asia
America
Total
11
Operating performance - Results
Operating revenues
A better understanding of the Group business trend is provided in the table below, where the operating revenues
are broken down by type of product and geographical area compared to 2013.
In 2014, operating revenues amounted to Euro 1,409,144 thousand, with an increase compared to the previous
year (Euro 1,396,278 thousand).
Operating revenues broken down by product are shown below:
In thousands of Euro
IV Quarter
2014
IV Quarter
2013
328,297
241,013
23,148
20,781
351,445
261,794
1,172
44,509
45,681
260
41,267
41,527
28,337
425,463
31 December
2014
Curtain wallsAluminum
Curtain wallsSteel
Subtotal
Curtain walls
% 31 December
2013
%
Variation
Variation %
1,071,606
76.0
900,410
64.5
171,196
19.0
56,599
4.0
67,961
4.9
(11,362)
-16.7
1,128,205
80.0
968,371
69.4
159,834
16.5
Partitions
Shops
Subtotal
Interiors
3,907
167,473
171,380
0.3
11.9
12.2
4,818
178,614
183,432
0.3
12.8
13.1
(911)
(11,141)
(12,052)
-18.9
-6.2
-6.6
89,233
Other products
109,559
7.8
244,475
17.5
(134,916)
-55.2
392,554
Total Operating
Revenues
1,396,278 100.0
12,866
0.9
1,409,144 100.0
Breakdown of the Curtain walls (aluminum and steel) by geographical area:
In thousands of Euro
IV Quarter
2014
IV Quarter
2013
31 December
2014
% 31 December
2013
%
Variation
Variation
%
119,519
818
60,730
3,117
North America
South America
375,936
6,753
33.3
0.6
218,170
9,905
22.5
1.0
157,766
(3,152)
72.3
-31.8
52,771
32,467
157,245
1,676
6,593
6,449
5,538
8,332
29,262
110,621
7,623
16,240
6,190
2,871
5,150
24,739
95,280
United Kingdom
+ Ireland
Benelux
Germany
Italy
Spain
Russia
Other Europe
Subtotal
Europe
13.9
128,496
13.3
28,749
22.4
10,095
27,222
17,960
14,413
27,938
109,703
364,576
0.9
2.4
1.6
1.3
2.5
9.7
32.3
35,797
57,769
29,117
9,984
22,875
91,850
375,888
3.7
6.0
3.0
1.0
2.4
9.4
38.8
(25,702)
(30,547)
(11,157)
4,429
5,063
17,853
(11,312)
-71.8
-52.9
-38.3
44.4
22.1
19.4
-3.0
21,354
29,541
Middle East
88,359
7.8
114,600
11.8
(26,241)
-22.9
1
13
North Africa
42
0.0
97
0.0
(55)
-56.7
3,079
6,249
Central Asia
14,040
1.3
19,072
2.0
(5,032)
-26.4
12
12,297
15,612
7,817
9,561
37,524
12,435
952
8,284
8,949
96,053
25,619
7,056
778
4,221
11,812
66,864
351,445
261,794
Australia
Hong Kong +
Macau
China
Singapore
India
Japan
Other Asia
Subtotal Asia
Total Exteriors
32,537
40,849
2.9
3.6
20,579
36,453
2.1
3.8
11,958
4,396
58.1
12.1
106,181
43,855
2,318
23,681
29,078
278,499
9.4
3.9
0.2
2.1
2.6
24.7
76,295
36,429
(-103)
18,663
42,323
230,639
7.9
3.8
0.0
1.9
4.4
23.9
29,886
7,426
2,421
5,018
(13,245)
47,860
39.2
20.4
-2350.5
26.9
-31.3
20.8
968,371 100.0
159,834
16.5
1,128,205 100.0
Breakdown of the Interiors by geographical area:
In thousands of Euro
IV Quarter
2014
IV Quarter
2013
31 December
2014
%
31 December
2013
%
Variation
Variation %
6,802
10,345
America
34,987
20.5
47,255
25.8
(12,268)
-26.0
3,231
980
United
Kingdom +
Ireland
Benelux
Italy
France
Other
Europe
Subtotal
Europe
10,596
6.2
6,656
3.6
3,940
59.2
13
3,464
311
204
225
1,882
1,437
1,394
27
11,520
1,883
5,242
0.0
6.7
1.1
3.1
504
6,638
2,380
3,370
0.3
3.6
1.3
1.9
(477)
4,882
(497)
1,872
-94.6
73.5
-20.9
55.5
7,223
5,918
29,268
17.1
19,548
10.7
9,720
49.7
1,803
349
Middle
East
9,311
5.4
3,934
2.1
5,377
136.7
727
40
North
Africa
752
0.4
62
0.0
690
1112.9
0
0
Central
Asia
250
0.1
0
0.0
250
0.0
8,788
4,220
27,403
16.0
32,593
17.8
(5,190)
-15.9
12,940
864
6,534
29,126
16,721
1,398
2,536
24,875
44,429
4,586
20,394
96,812
25.9
2.7
11.9
56.5
60,013
9,778
10,249
112,633
32.7
5.3
5.6
61.4
(15,584)
(5,192)
10,145
(15,821)
-26.0
-53.1
99.0
-14.0
45,681
41,527
171,380
100.0
183,432
100.0
(12,052)
-6.6
Variation
Variation %
Hong Kong
+ Macau
China
Japan
Other Asia
Subtotal
Asia
Total
Interiors
Breakdown of the Contract by geographical area:
In thousands of Euro
IV Quarter
2014
IV Quarter
2013
2,485
2,340
0
938
31 December
2014
America
Italy
5,754
5,977
% 31 December
2013
5.2
5.5
0
4,475
%
0
1.8
5,754
1,502
0.0
33.6
13
366
0
18,339
4,807
87,871
424
28,337
89,233
United
Kingdom
Middle East
Central Asia
Total
Contract
502
0.5
0
0.0
502
0.0
76,591
20,735
69.9
18.9
237,406
2,594
97.1
1.1
(160,815)
18,141
-67.7
699.3
109,559 100.0
244,475
100.0
(134,916)
-55.2
Profitability
The normalized consolidated data of year 2014 shows an EBITDA of Euro 62.4 million (2013: Euro 47.9 million),
that corresponds to 4.4% of operating revenues (2013: 3.4%), and an EBIT of Euro 48.9 million (2013: Euro 32.9
million), that corresponds to 3.5% of operating revenues (2013: 2.4%).
Financial performance - Results
The consolidated non-current assets amounted to Euro 202,927 thousand (2013: Euro 198,664 thousand); the
increase of Euro 4,263 thousand compared to the closing figures of the previous year is mainly due to the
positive effects of exchange rate (approximately Euro 3 million) and the increase given by new investments
(approximately Euro 21 million), net of the amortization for the year (approximately Euro 20 million).
The consolidated net working capital presents a positive value for approximately Euro 376,965 thousand (2013:
Euro 298,352 thousand), showing an increase compared to the closing figure of the previous year due to the
absorption of the operating working capital (i.e. the sum of the assets for contracts work-in-progress, inventories
and trade receivables minus liabilities for contracts work-in-progress and trade payables and advances from
customers) from Euro 358,146 to Euro 480,622; this increase in net working capital, connected to the growth
trend of the Group and the greater exposure to the markets of the Middle and Far East, was affected by an
increase in the extension granted to customers and billing terms not always timely.
The Group net financial position shows at the year end a negative balance of Euro 284,650 thousand compared
to the previous year negative balance of Euro 257,141 thousand, mainly due to the absorption of the operating
working capital just illustrated above.
The decrease in the net financial position is one of the elements reflected in the financial section of the
consolidated income statement; the net financial expenses are decreased to a net financial losses equal to Euro
8,403 thousand in 2014 compared to Euro 13,498 thousand in 2013, benefiting from the positive results arising
from currencies effects, as well as the reduction of onerous debts of the Indian subsidiary to the banking system,
extinct as a result of the intervened recapitalization of the company.
The net consolidated equity (including minority interests) rose from Euro 253,809 thousand to Euro 263,925
thousand; the positive variation for Euro 9,967 thousand is mostly due to:
- profit for the period
Euro
9,724 thousand
- translation reserve variation
Euro
25,072 thousand
- hedging reserve variation
Euro
(21,909) thousand
- gains/(losses) actuarial variation
Euro
(2,850) thousand
- other variations
Euro
(70) thousand
14
Investments
The trend of technical investments at Group level was as follows:
2014
2013
423
3,013
4,503
4,656
5,152
17,747
176
2,778
3,179
3,819
353
10,305
In thousands of Euro
Land and buildings
Machinery and equipment
Equipment
Other tangible fixed assets
Fixed assets in progress
Total technical investments
The main increases were recorded in Italy for Euro 4.7 million (2013: Euro 1.5 million), in United States of
America for Euro 2.1 million (2013: Euro 1.7 million), in Germany for Euro 4.5 million (2013: Euro 0.1 million), in
Thailand for Euro 5.7 million (2013: Euro 0.4 million), in China for Euro 2.2 million (2013: Euro 0.2 million) and
are mainly addressed to enhance production capacity and replace or renew plants and equipments.
No major asset disposals occurred during the period.
15
Overview of ongoing projects and main project acquisitions
Permasteelisa Group's main ongoing projects for 2014 have been broken into the Group's two reference sectors:
•
Curtain walls
•
Interiors
•
Contract
CURTAIN WALLS
Projects are broken down into three areas:
•
Main project acquisitions for 2014
•
Main ongoing projects in 2014
•
Main completed projects for 2014
within each area the projects are listed per HUB.
Main project acquisitions for 2014
AMERICA
50 WEST STREET
New York, NY / UNITED STATES
A 64 floor building spreading over a height of 237 m.
Designed by the JAHN architecture studio, it is intended
for luxury residential use. The façade characterised by
curved
windows,
which
incorporate
steel
panels,
extends over a surface area of approximately 22,100
2
m . The observatory on the sixty-fourth floor offers
unique views over the city of New York. The project,
acquired by Permasteelisa North America Corp., will be
completed during 2016.
16
425 PARK AVENUE
New York, NY / UNITED STATES
The building, exclusively for commercial use, designed by
Foster + Partners will be built on Park Avenue, the first
project of this nature created in the last 50 years. The 276
m high tower will be home to offices with internal ceilings
up to 12,5 m high for which full-length windows will be
used. The building is designed vertically in three different
volumes, divided by a sky-garden: the bottom seven floors,
the central section and the tower will be home to luxury
offices. The project involves
creating façades
with
transparent panels, opaque cladding panels and cladding
2
with steel columns for a total of 35,700 m . The project,
acquired by Permasteelisa North America Corp., will be
completed in early 2018. The project is managed with PMF, the programme developed by Permasteelisa Group
for project management.
Ph.: Foster + Partners
NEWYORK-PRESBYTERIAN HOSPITAL
New York, NY / UNITED STATES
Teaching hospital based in New York. The project,
designed by HOK, involves creating approximately 28,500
2
m
of glass and aluminium façades. The works are
scheduled to be completed in the second half of 2016.
Project acquired by Permasteelisa North America Corp.
17
NORTHEASTERN UNIVERSITY ISEC
Boston, MA / UNITED STATES
Designed by the architect Payette, the building will be
home to laboratories, classrooms and offices for lecturers
and students.
The project, acquired by Permasteelisa North America
Corp.,
will
be
implemented
in
collaboration
with
Scheldebouw B.V. and involves creating a total of 11,600
2
m
of curtain walls, with integrated walkway and
sunscreens.
The works will be completed during 2016.
Ph.: Courtesy of Payette
EMEA (Europe, Middle East, Africa)
12 HAMMERSMITH GROVE
London / UNITED KINGDOM
The building, designed to obtain the BREEAM Excellent
certification, is located close to 10 Hammersmith Grove,
another project completed by the Permasteelisa Group in
2013. The project, designed by the architect Flanagan
Lawrence, spreads over 11 floors and involves constructing
2
8,700 m of aluminium single skin triple glazed façades for
the offices area and aluminium single glazed mullion and
transom façades for the entrance. A project acquired by
Josef Gartner GmbH, its works will be completed during the
second half of 2015.
18
CREECHURCH PLACE
London / UNITED KINGDOM
The Sheppard Robson design was created to provide a
new, modern, flexible and efficient building for high quality
offices in the city of London. The scope of the work
©
includes using the Interactive Wall façade for floors 1 to
2
18, covering a total surface area of 21,400 m . The project
was acquired by Scheldebouw B.V. and the works
completion is scheduled for the second half of 2016. It is a
project managed with PMF, the programme developed by
the Permasteelisa Group for project management.
LONDON WALL PLACE
London / UNITED KINGDOM
Project
designed
by
the
Make
architecture
studio
consisting of two buildings that will be home to offices. With
2
its 6,500 m of gardens, it will re-design the surrounding
area, creating new public spaces and meeting areas. It
involves the supply of façades for a total surface area of
2
36,000 m , with the use of glass/terracotta and glass/GRC
modules. The ground floor is created with mullion and
transom façades, while the lower areas of the building are
covered with terracotta/GRC sunscreens. Project acquired by Permasteelisa (UK) Ltd and developed in
collaboration with Permasteelisa S.p.A.
The project, which will be completed in early 2017, is managed with PMF, the programme developed by the
Permasteelisa Group for project management.
MAISON DU LIVRE
Esch-sur-Alzette / LUXEMBOURG
The building is located in the UNESCO heritage site of
Belval, a former ARBED blast furnace plant. The project
involves
the
design,
production
and
installation
of
composite façades clad with screen-printed windows and
the creation of the aluminium glass roof, covering a total
2
surface area of 8,600 m . A project acquired by
Scheldebouw B.V., its works will be completed during the
first quarter of 2016. It is a project managed with PMF, the
programme developed by the Permasteelisa Group for project management.
19
THE
RUSSIAN
ORTHODOX
SPIRITUAL
AND
CULTURAL CENTER
Paris / FRANCE
The overall project will consist of 4 separate units: an
orthodox church, a parish, a school and a cultural centre.
The project involves the construction of glass and curved
glass façades, steel and stone structures and façades for a
2
total of 8,800 m . The first and second skin, respectively, will be characterised by ribbon façades and stone
façades and curved glass. The end of the works is scheduled for the first half of 2016. The job was acquired by
Permasteelisa France S.a.s. and will be implemented in collaboration with Permasteelisa S.p.A.
Ph.: Wilmotte & Associés SA
ASIA - PACIFIC
14-30 KING WAH ROAD
Hong Kong / CHINA
Designed by the Dennis Lau & Ng Chun Man Architects &
Engineers (HK) Ltd architecture studio, it will be completed
in the second half of 2016. The project involves the
creation of façades for the tower, Y-shaped columns and
2
the podium, covering a total area of 19,500 m . Project
acquired by Permasteelisa Hong Kong Limited.
20
GOLDIN FINANCIAL GLOBAL CENTRE
Hong Kong / CHINA
The project designed by the Kohn Pedersen Fox
Associates studio was acquired by Permasteelisa Hong
Kong Limited. The project involves creating aluminium and
stone façades, glass façades, aluminium skylights, as well
as supplying the entrance doors and canopy lighting. The
works will end during 2015.
NEW WORLD CENTER H2 TOWER
Hong Kong / CHINA
Project acquired by Josef Gartner & Co. (HK) Ltd which
involves the design, production and installation of the
façades for the H2 tower, covering a total surface area of
2
22,400 m . The job also involves the supply of doors, glass
railings, glass walls, stone façades, aluminium façades and
lighting installation. Designed by the Ronald Lu & Partners
studio, it will be completed during 2017.
21
TISHMAN SU HUA ROAD PARCEL 553
Suzhou / CHINA
The project consists of creating curtain walls and mullion and
2
transom façades for a total area of 20,600 m . The project was
designed by Goettsch Partners and acquired by Josef Gartner
Curtain Wall (Shanghai) Co., Ltd. The end of the works is
scheduled during 2015.
TISHMAN SU HUA ROAD PARCEL 554
Suzhou / CHINA
166 m high building designed by Goettsch Partners, adjacent to
parcel 553. The project involves constructing curtain walls and
2
mullion and transom façades for a total area of 40,.500 m .
Project acquired by Josef Gartner Curtain Wall (Shanghai) Co.,
Ltd. which will be completed during 2015.
22
Main ongoing projects in 2014
AMERICA
201 FOLSOM STREET
San Francisco, CA / UNITED STATES
The project designed by the Arquitectonica studio
involves the construction of two elliptical towers for
mainly luxury residential use with, respectively, a height
of 121.9 m and 106.7 m and 43 and 38 storeys. The
contract, won by Permasteelisa North America Corp.,
2
involves the construction of a total of 40,500 m of
curtain walls for the towers and for the respective
podiums of 8 storeys each. The works will be completed
during 2016.
CITY POINT - TOWER 2
Brooklyn, NY / UNITED STATES
The project acquired by Permasteelisa North America
Corp. and designed by the COOKFOX architecture
2
studio involves constructing approximately 16.000 m of
curtain walls, with a total of approximately 43,800 madeto-measure enamelled terracotta tiles and 226,800 kg of
aluminium.
The podium and basketball court will be created using
over-sized screen-printed glass.
Project acquired by Permasteelisa North America Corp.,
which will be completed in the first half of 2015.
23
COLUMBIA UNIVERSITY - LENFEST CENTER
FOR THE ARTS
New York, NY / UNITED STATES
The Lenfest Center for the Arts is a multi-use structure
designed by Renzo Piano Building Workshop, devised
for and equipped to host a wide range of performing
arts. This six floor structure will play a central role in the
development of the Manhattanville Campus and in the
life of Columbia University. The design consists of
different types of walls, covering a total surface area of
2
3,500 m .
The end of the works is scheduled for mid-2015. Project acquired by Permasteelisa North America Corp., Josef
Gartner USA Division.
ERIN MILLS TOWN CENTRE EXPANSION
Mississauga, ON / CANADA
The complete renewal of Erin Mills Town Centre also
involves the addition of a new entrance and a sphereshaped glass atrium. The project, acquired by Bleu Tech
Montreal Inc., involves, in collaboration with Josef
Gartner GmbH, the construction of curtain walls and the
steel and glass structure for the sphere covering a total
2
of 3,400 m and will be completed in the first quarter of
2015.
PRUDENTIAL NEWARK
Newark, NJ / UNITED STATES
The project, acquired by Permasteelisa North America
Corp. and designed by the architecture studio Kohn
Pedersen Fox Associates, involves the construction of
approximately 36,000 m
2
of curtain walls. It will be
completed during 2015 and will have mainly commercial
use.
Ph.: © visualhouse
24
EMEA (Europe, Middle East, Africa)
BUILDING 1 ROCHE
Basilea / SWITZERLAND
Designed by the studio Herzog & de Meuron the project
2
involves the construction of 38,800 m of Closed Cavity
Façade (CCF), the façade technology developed by the
Permasteelisa Group able to offer improved energy
performance
and
lower
maintenance
costs.
The
contract, acquired by Josef Gartner GmbH, will be
completed during 2015.
Ph.: ©Johannes Marburg Photography
NOVA VICTORIA, BUILDING 5
London / UNITED KINGDOM
The project is part of an intervention that will
revolutionise the West End, one of London's most
prestigious districts, through a master plan that involves
the construction of 5 ultra-luxury buildings opposite
Victoria Station. The Building 5 contract, acquired by
Permasteelisa UK Ltd., involves the construction of
curtain walls, balustrades, sliding access doors to the
terraces and glass fins on the ground floor covering a
2
total of 15,300 m . It will be completed during 2015.
ONE TOWER BRIDGE B5
London / UNITED KINGDOM
Located close to The Shard and Guy’s Hospital (two
projects recently completed by the Permasteelisa
Group) the intervention forms part of a vast urban
development programme. Designed by the Squire and
Partners studio, the project involves the design, supply
2
and installation of approximately 4,500 m of curtain
walls for building 5, a 20 floor tower intended for
residential use. The project, acquired by Scheldebouw
B.V., will be completed during 2015.
25
PROJECT 21
Stockholm / SWEDEN
This project, acquired by Scheldebouw B.V. and which
will be concluded by 2015, will be for mainly
commercial use. It involves the construction of a total
2
of approximately 12,000 m curtain walls with stone
inserts of the building and façades dedicated to the
retail area.
TADAWUL TOWER
Riyadh / SAUDI ARABIA
The building, designed by Nikken Sekkei, will form part of the King
Abdullah Financial District which sees the Permasteelisa Group active in
the construction of 21 projects. The contract, acquired by Permasteelisa
Gartner Saudi Arabia LLC, involves the design, supply and installation of
2
49,800 m of aluminium and glass façades for this 200 m high tower
which will be completed during 2015.
TOUR INCITY
Lyon / FRANCE
This tower, designed by Valode & Pistre, with its height of 200 m will
redefine the skyline of Lyon and will mainly be for commercial use. The
project, acquired by Permasteelisa France S.a.s., consists of the
2
construction of 22,700 m of curtain walls and double skin façades and will
be completed during 2015.
26
ASIA - PACIFIC
200 GEORGE STREET
Sydney / AUSTRALIA
Project by the Francis-Jones Morehen Thorp (fjmt)
architecture studio acquired by Permasteelisa PTY Ltd.,
which involves the use of Closed Cavity Façade (mfrees
CCF
) technology for a total surface area of approximately
2
20,000 m . The complex is designed to achieve the 5 stars
of the NABERS Energy rating and 5 stars of the Green
Star rating. The 35 floor building will be completed at the
end of 2015.
CHICONY ELECTRONICS HQ
New Taipei City / TAIWAN
The project acquired by Josef Gartner & Co. (HK) Ltd. Taiwan Branch involves the creation of 35,700 m
2
of
curtain walls. The 180 m high building, designed by the
Goettsch Partners studio in collaboration with TMA
Architects & Associates, will be completed in the first half
of 2015 and will have commercial use.
27
GOLDIN FINANCE 117
Tianjin / CHINA
Project acquired
by Josef
Gartner
Curtain Wall
(Shanghai) Co., Ltd. and designed by the P&T Group
architecture studio. Goldin Finance 117 is the focal point
of the Tianjin Goldin Metropolitan project and, once
completed, with its height of 597 m, it will be one of the
highest buildings in the world. The job involves the
design, production and installation of façade systems for
the main tower, the commercial tower and the podium,
2
for a total of approximately 264.000 m . The works completion date is scheduled during 2016.
Ph.: P & T Group / CTBUH
NG TENG FONG GENERAL HOSPITAL & JURONG
COMMUNITY HOSPITAL
Singapore / SINGAPORE
A project acquired by Permasteelisa Pacific Holdings
Ltd. and designed by HOK in collaboration with CPG
Corporation and studio505. These are 3 buildings,
respectively of 8, 16 and 9 floors for a total of 96,000 m
2
of curtain walls. The project will be completed during
2015.
28
Main Completed Projects in 2014
AMERICA
1 WORLD TRADE CENTER PODIUM
New York, NY / UNITED STATES
Acquired by Permasteelisa North America Corp.
and developed in collaboration with Permasteelisa
S.p.A., the project involved the construction of
2,112 cells covering the podium for a total of
2
12,700 m of surface area. A sophisticated building
shell system with adjustable fins, designed by the
Permasteelisa Group, helps to achieve a threedimensional
effect
with
variations
that
can
characterise the sides of the buildings differently.
Designed by Skidmore, Owings & Merrill LLP, the
project will be completed during the first half of 2014. In addition, the project involves the design, production and
installation of four cable-net façades corresponding to the north, south, east and west entrances of the podium
2
for a total 1,100 m .
800 PARK AVENUE (NORTH TOWER)
Fort Lee, NJ / UNITED STATES
Project acquired by Permasteelisa North America
Corp. Situated close to the George Washington
Bridge, the 47-story building designed by Elkus
Manfredi Architects will be for residential use with
luxury apartments. This 151 m tower is clad with
2
approximately 23,200 m of curtain wall.
29
CANADIAN MUSEUM FOR HUMAN RIGHTS
Winnipeg, MB / CANADA
The museum, designed by the architect Antoine
Predock, is entirely dedicated to human rights. Its
modern structure is characterised by glass panels
with a tower at the centre with steel columns covered
by glass reflecting the surrounding landscape. The
project, acquired by Permasteelisa North America
Corp., Josef Gartner USA division, involves the
2
construction of approximately 6,600 m of steel and
glass structures with a very complex shape.
Ph.: © Mike Grandmaison Photography
GLACIER SKYWALK
Banff, AB / CANADA
Installed at 280 m high, this project was designed by
the Sturgess Architecture Studio as an extension to
the landscape of the Jasper National Park. A project
acquired by Bleu Tech Montreal Inc. and created in
collaboration with Josef Gartner GmbH, it required
the production, supply and installation of the steel
structure and glass elements.
Ph.: ©Terry Bourque Photography
ONE57
New York, NY / UNITED STATES
With its height of 306.4 m and a total of 90 floors, the
tower is the highest residential building in New York
with breath-taking 360° views over Manhattan. The
building is used as a hotel and for residential use
and is home to the some of the world's most
luxurious apartments. The project, acquired by
Permasteelisa North America Corp. and designed by
Christian de Portzamparc, saw the creation of
2
47,300 m of façades with a wide variety of special units and was completed in late 2014.
Ph.: © Wade Zimmerman
30
PRINCETON UNIVERSITY NEUROSCIENCE
COMPLEX
Princeton, NJ / UNITED STATES
The project consists of two new connected buildings.
There are two different types of façades, designed to
ensure
solar
control
and
energy
efficiency.
Permasteelisa North America Corp. created curtain
walls, atriums, skylights and interior walls covering a
2
total surface area of 8,200 m .
WHITNEY MUSEUM OF AMERICAN ART
New York, NY / UNITED STATES
The new building of the Whitney Museum of
American Art was designed by the Renzo Piano
Building Workshop studio, architects in collaboration
with Cooper, Robertson & Partners. The project
required Permasteelisa North America Corp. and
Josef Gartner GmbH to create numerous types of
2
façades, covering a total surface area of 9,600 m .
Ph.: ©Karin Jobst
EMEA
3 MERCHANT SQUARE
London / UNITED KINGDOM
This residential building of 21 floors designed by Robin Partington
Architects consists of two blocks and has very complex façades that
alternate stone, bronze and glass, covering a total surface area of
2
17,000 m . The project, acquired by Permasteelisa (UK) Ltd and
created in collaboration with Permasteelisa S.p.A., was completed in
the second half of 2014.
31
20 FENCHURCH STREET
London / UNITED KINGDOM
20 Fenchurch Street is a 160 m high building constructed at the
heart of the city of London on a design by the Rafael Viñoly
Architects studio and with BREEAM Excellent certification. The
project, acquired by Permasteelisa (UK) Ltd in collaboration with
Permasteelisa S.p.A., saw the implementation of 28,000 m
2
of
curtain walls, and 8,000 sunscreen elements of different geometries
and dimensions on the south façade. Josef Gartner GmbH
2
contributed to creating the Sky Garden, with 5,700 m of façades
using a total of almost 1.000 tonnes of steel.
Project managed
with
PMF, the programme developed by
Permasteelisa Group for project management.
Ph.: ©Simon Kennedy
240 BLACKFRIARS
London / UNITED KINGDOM
This office building with 19 floors was developed by the Allford Hall
Monaghan Morris architecture studio. Characterised by crystalline
features, the building is BREEAM Excellent classified.
Scheldebouw B.V. created curtain walls, full-length windows,
2
cladding panels and glass roofs for a total surface area of 14,800 m .
The project was completed in the first part of 2014.
32
Aldgate Tower
London / UNITED KINGDOM
Aldgate Tower, designed by the Wilkinson Eyre Architects studio, is
a 17 floor tower which represents the first phase in a general
regeneration involving the entire Aldgate area. Scheldebouw B.V.
2
created 13,600 m of curtain wall, finalising the project in the first half
of 2014.
C&A Head Office
Düsseldorf / GERMANY
Project concluded in the first part of 2014, for which
2
Scheldebouw B.V. created 3,600 m of curtain wall. The
C&A building includes a cafe, casino and multi-storey
car park. Linearity and regularity are key elements of
the design, which translates into timeless elegance.
MUSÉE DES CONFLUENCES
Lyon / FRANCE
The Musée des Confluences, designed by the COOP
HIMMELB(L)AU studio, is located at the confluence of
the Rhone and Saone rivers. The complex geometry of
the building, whose shape is created from the union of
crystal and cloud, elements loaded with symbolic
meanings, required Permasteelisa France to create, in
2
collaboration with Josef Gartner GmbH, 6,000 m of 3D
steel and glass façade.
Ph.: ©Karin Jobst
33
WIFI Salzburg
Salzburg / AUSTRIA
This
building,
renovated
Architekturbüro
HALLE
1
and
extended
studio,
is
by
the
the
largest
professional training institution in the city. Josef Gartner
GmbH worked on cladding the façade with insulating
panels for heating and cooling for a total surface area of
2
2,200 m .
Ph.: ©WKS/Mark Stickler
ASIA - PACIFIC
CHINA MOBILE GLOBAL NETWORK CENTRE
Hong Kong / CHINA
This Leigh & Orange (L&O) building has a very
particular aspect, due to the multi-colour metal cladding
that characterises it. Josef Gartner & Co. (HK) Ltd
supplied various façade solutions for a total surface
2
area of 9,600 m . The project was completed during the
course of the first half year of 2014.
Ph.: ©Stuart Woods
D'LEEDON
Singapore / SINGAPORE
Located in the residential area of Tanglin, this project,
designed by the Zaha Hadid Architects studio, consists
of 7 towers of 36 floors. The project, acquired by
Permasteelisa Pacific Holdings Ltd., saw the design,
production and installation of aluminium windows and
doors for a total surface area of approximately 102,200
2
m . It was completed in the second half of 2014.
34
ROHDE & SCHWARZ HQ
Singapore / SINGAPORE
The 7 floor building designed by Forum Architects Pte Ltd
was awarded the Platinum BCA ‘Green Mark Award for
Buildings’. The façades are tilted at 6 degrees externally,
with the consequent variation of the dimensions of the
floors. For this project Permasteelisa Pacific Holdings Ltd.
2
created a total of 8,500 m of cladding and curtain wall and
the works were concluded during the first half of 2014.
SINGAPORE UNIVERSITY OF TECHNOLOGY AND
DESIGN (SUTD)
Singapore / SINGAPORE
The new campus designed by UNStudio and DP
Architects encourages integration between the 4 academic
areas of the university: Architecture and Sustainable
Design (ASD), Engineering Product Development (EPD),
Engineering Systems and Design (ESD) and Information
Systems Technology and Design (ISTD). The complex
was awarded the Platinum BCA ‘Green Mark Award For Buildings’ and was created by Permasteelisa Pacific
2
Holdings Ltd with the construction of approximately 32,500 m of façades, roofs and skylights completed during
the first half of 2014.
THE FORUM
Hong Kong / CHINA
This
project
designed
by
Aedas
consists
of
the
construction of a commercial building and a covered
walkway. The glass surface of the building, created in a
diagonal mesh, was constructed by Permasteelisa Hong
Kong Limited, while Josef Gartner & Co. (HK) Ltd created
the complex steel structure of the roof and the glass and
aluminium cladding. The project was completed in early
2014.
Ph.: ©Stuart Woods
35
WHEELOCK WUXI
Wuxi / CHINA
This building, more than 300 m tall, was designed by the Aedas
architecture studio and completed in the second half 2014. The tower
and the podium required Josef Gartner Curtain Wall (Shanghai) Co.,
2
Ltd. to design, supply and install 75,000 m of curtain wall.
BUSINESS UNIT INTERIORS
AMERICA
In 2014 the Group was awarded of 83 interior projects, split between new and consolidated client:
•
Victoria's Secret: 34 shops
•
Brooks Brothers: 30 shops
•
Kiko: 8 shops
•
Moleskine: 4 shops
•
Bally: 2 shops
•
Geox: 2 shops
•
Prudential Tower: production and installation of 2.800 meters of internal walls.
The main projects currently in process and completed in 2014, in addition to numerous retail projects that
conclude in the same year of acquisition include:
36
FAENA HOUSE
Miami Beach, FL / UNITED
STATES
Construction of 211 luxury restrooms
for the Miami Beach building, a project
designed by Foster + Partners in
collaboration
with
Revuelta
Architecture International which saw
Permasteelisa North America Corp.
active also in creating the external
façades of the building for luxury
residential use. The internal works
were substantially concluded in 2014.
EMEA (Europe, Middle East, Africa)
During the course of 2014, 293 projects were acquired from consolidated clients and new clients. The main
projects acquired include:
• Geox: 160 shops
•
Bally: 17 shops
•
Brooks Brothers: 32 shops
•
Victoria's Secret: 27 shops
•
Jimmy Choo: 5 shops
•
Beretta: 5 shops
•
Moleskine: 5 shops
•
Elie Saab: 2 shops
•
Replay: 1 shop
•
Prudential Tower: production and installation of 2.800 meters of walls (in collaboration with
Permasteelisa North America Corp.)
37
ASIA - PACIFIC
During the course of 2014, 170 projects were acquired split between consolidated clients and new clients (14).
The main projects acquired include:
•
Salvatore Ferragamo: 20 shops
•
Ermenegildo Zegna: 19 shops
•
Valentino: 19 shops
•
Gucci: 12 shops
•
i.t: 10 shops
•
Roberto Cavalli: 10 shops
•
Brooks Brothers: 9 shops
•
Bally: 6 shops
•
Cartier: 6 shops
•
Tiffany: 6 shops
38
BUSINESS UNIT CONTRACT
Main project acquisitions for 2014
MUSEE DE L'HOMME
Paris / FRANCE
This project involves the creation and
staging of the permanent exhibition, with the
production of display cases, showcases and
museum
Zen+dcO
equipment.
studio,
Designed
by
the
project
will
be
the
completed during 2015. Project acquired by
Permasteelisa France S.a.s. in collaboration
with Permasteelisa S.p.A.
Main ongoing projects in 2014
HAMAD INTERNATIONAL AIRPORT
PREMIUM LOUNGES
Doha / QATAR
This project involves the construction and
complete fit-out of the luxury lounges
designed by the studio Antonio Citterio
Patricia Viel Interiors and intended for
premium clients of the airport. The contract,
part
of
the
large
project
of
Hamad
International Airport which saw the Group
active in the construction of the external
façades, was acquired by Permasteelisa Gartner Middle East LLC in collaboration with Permasteelisa S.p.A. and
2
will be completed during 2014. The fit-outs for roughly 40,000 m of spaces dedicated to the various VIP
programmes, First & Business class, Gold & Silver card, Al Maha services, Oryx Lounge are characterised by
extremely sophisticated finishes and materials.
Ph.: Courtesy of Antonio Citterio Patricia Viel and Partners
39
AVC FIUMICINO
Fiumicino, Rome / ITALY
The Avancorpo building forms part of the
expansion of Leonardo da Vinci Airport in
Fiumicino and will have the function of a
shopping mall to service the new wharf under
construction. Designed by ADR Engineering
together
with
Associates, the
the
studio
project
Muzi
&
involves
construction of approximately 9,300 m
the
2
of
cladding on the north and south prospects of
the new structure. The glass roof will also be constructed together with the walls of the tunnels that connect the
2
new building to the existing Terminal, covering a total of 3,600 m . The project, acquired by Permasteelisa S.p.A.,
will be completed during 2015.
SOCAR TOWER INTERIORS
Baku / AZERBAIGIAN
The contract activity for this project is
characterised by the supply and installation
of internal walls and fixtures for the areas
located in the podium of the Socar Tower,
on the first two storeys of the tower and in
the offices from the 34th to the 38th storey
of this 200.5 m high building designed by
Heerim Architects & Planners Co., Ltd.
The contract, acquired by the Branch office
of Permasteelisa S.p.A. in the Republic of
Azerbaijan,
will
be
developed
in
2
collaboration with Permasteelisa S.p.A., and involves the construction of over 90,000 m of flooring, walls and
false ceilings. The works will be completed during 2015. For this project, the Permasteelisa Group is also
2
constructing 39,000 m of curtain walls for the external cladding.
40
Main completed projects in 2014
HAMAD INTERNATIONAL AIRPORT
Doha / QATAR
The project involves the design, supply and
installation,
within
Hamad
International
Airport, of a wide range of exclusive airport
furniture, ranging from exclusive counters,
large commercial kiosks, immigration and
passport control desks, information desks,
special
cabinets
for
airport
use
and
information stations for online check-in,
telephone and internet access, as well as
accessories for interiors. The various items
of furniture are characterised by extensive use of fine materials such as, for example, Italian stone, corian,
stainless steel and wood.
Ph.: Courtesy of NDIA
41
Main risks and uncertainties which Permasteelisa S.p.A. and the
Group are exposed to
No changes in the management approach or events that generate substantial changes in the risk profiles, to
which the Group is exposed to, occurred in the year ended 31 December 2014: at the same time, the market
fluctuation led the Management to increase the preventive attention to the risks connected to Permasteelisa
Group activity. These risks are political, technical and technological, financial and credit, environmental and
commercial. The main attention is focused on financial and credit risk: certainly the present growing markets
have financial and credit risks higher than those the main markets of the Group (Europe and United States) had
some years ago, without however that this fact represents a real warning but only more attention.
Risks associated with general economic conditions
The global presence of Permasteelisa Group, as already underlined, has the positive characteristic to balance
the economical risk and the negative one to multiply the exposure on risk situation in international environment.
Other dangerous economic environments do not seem to be reported, except for the company rule of the
promptly realization of adequate hedging on foreign currencies.
Risks associated with the Group's results
Despite the constant fluctuations in the market, the Group continues to prove to be able to achieve adequate
“market share” year after year. It is instead evident that the market prices become more aggressive year after
year, with the shift to the rising markets: in this context, Permasteelisa is proceeding to an important reallocation
of its “Value proposition”. The Group’s perspective is now to be, if not "Cost Leader", a “Cost focused
Differentiation Leader”, although used to be for years the Leader in Differentiation; therefore it affords "low-low"
execution methods of the projects, often sharing the components among the different Business Units and
choosing for each component the better positioned Business Unit for an execution with the most competitive
prices in the market. In this way Permasteelisa exploits its global organization (the only one in the market) to gain
competitiveness according to a not accessible way for its main competitors. An adequate Project Management
and an advanced ICT support are the necessary corollary.
The combination of all these actions, ongoing for several years with satisfactory results, is what allows
Permasteelisa Group and its shareholders to look at every market and environment evolution with serenity and
confidence.
Risks associated with financing requirements
The Permasteelisa Group’s financial position, after been evolving in strongly positive terms in the last years so
that to represent one of the leading elements of the Group’s strength, is now less bright than in the past.
The reasons are to be found in the growth process of the Group and resulting increase in working capital
requirements, amplified by the greater exposure to the markets of the Middle and Far East, and at the same time
in the continuation of a credit closure that, focusing on some of the main customers of the Group, inevitably had
an impact on Permasteelisa. Therefore today the Group has adequate financial resources, and “committed”
Back-up facilities that allow to afford safely all the projects possible requirements.
Risks associated with fluctuating exchange and interest rates, commodity prices and
the cancellation of assigned projects orders
As already mentioned in the Management report of the previous year, as an international player on the global
market, Permasteelisa Group is naturally exposed to market risks associated to fluctuation of exchange and
interest rates, and of the prices of the commodities that characterize its business (aluminum). This kind of risk is
hedged through tools aimed at stabilising exchange rates (currency swaps) and commodity prices (commodities
swap) as soon as the projects are assigned. With regard to commodities, these risks are faced also through the
careful management of transactions with reference suppliers. As a result, the “exchange rate risk” and the
“commodity price risk” are outstanding and managed with the customer for the sole duration of the offer until the
assignment, except if the offer (but this only happens rarely) is calculated at current exchange rate/prices. Facing
the higher risks associated to exchange rates (and the interest rates on so-called “forward” exchange rates) and
42
commodities, another risk that needs to be considered is associated to the hedging operations on projects orders
that are cancelled after their start date. This risk is still rather low and in any case to be considered within the
right to the reimbursement to all costs borne for the cancelled projects orders.
Furthermore, in the framework of the consolidation of its accounts, Permasteelisa Group is exposed to
"translation" risks as a result of the variation of the Euro vis-à-vis the main currencies of payment other than the
Euro. This is nevertheless a risk that is inherently part of a global company's income statement structure and has
not become more critical as a result of the current general crisis of the markets.
Risks associated with relationships with suppliers
The relationships with the suppliers are one of the main strength of Permasteelisa Group; they are
constantly kept under observation and control, therefore these risks, while potentially existing, are adequately
covered by the activities performed by the Group, which help to manage any unusual situations that may arise.
Risks associated with management
The management of the risks associated to the Management benefits both its strong affection towards the Group
and the implemented Retention policies.
Risks associated with competitiveness in the areas the Group works in
This risk, already mentioned in the part related to the general economic conditions, naturally increases with the
movement of the market to the rising geographical markets. Permasteelisa can hardly exclude to operate in
those countries, otherwise it should renounce to its leader position, and therefore have to improve its competitive
advantages arising from its global structure and its core skills, but especially have to continue to refine its design,
construction, installation and Project Management processes as already done until now in an excellent way.
Therefore this risk, if correctly afforded to, can become an opportunity.
Risks associated with environmental policies
The Group's environmental policy should be considered an opportunity rather than a risk: indeed, more restrictive
regulations and procedures especially in the area of bioclimatic and environmentally sustainable architecture in
addition to more restrictive laws on energy saving will translate into more favorable market conditions for the
company and the Group's products and advanced technologies.
***
As Parent company, Permasteelisa S.p.A. is basically exposed to the same risks and uncertainties described for
the Group.
Further details, including more technical information on the management of some of the business risks illustrated
here, are provided in the dedicated notes to both the Consolidated Financial Statements and the Statutory
Financial Statements for the year.
43
The Group's organizational structure
As regards the Group’s organization structure, Permasteelisa Project (Thailand) Ltd has been consolidated using
the line by line method in 2014.
Research and Innovation
During 2014 Permasteelisa continued its path of organisational growth by implementing new processes within the
Group, while the processes relating to the Tender and Site activities are still in the pre-implementation test
phase.
The PMF continues to be developed and now constitutes a product that represents the primary vehicle in the
process standardisation and review and that was applied to an increasing number of projects throughout the
year.
The Group also benefits from the use of other software, for internal use and development, which is applied in
building physics, structural calculations, acoustics and other areas.
Permasteelisa offers all its Staff the opportunity to attend training/update courses run by the Group's Technical
Directorate, the Technical Academy, on disciplines that normally form part of the production processes: specific
technical courses, training on the use of 2D and 3D CAD software and on PMF, materials etc. A new figure of
Lead Concept Designer has also been established in the various Group companies with the aim of promoting the
research of solutions and advanced systems and coordination between the world of Offers and the world of Final
Design.
As regards the mere Research and Development activities, in 2014 the project study was pursued in the
following fields:
•
Building Physics, Energy Saving, Renewable Sources.
•
Structural & Safety, notably on the project Bomb Blast Technology/Cablenet (blast resistant steel cable
façade).
•
Design & Material, notably for the research of innovative materials for the building of curtain walls.
•
Different types of façades with alternative materials (such as wooden façades and TEC façades).
•
Studies of special techniques of glass protection using nanotechnologies, for example.
With reference to research and development costs, it should be noted that the overall cost for the financial year
recorded in the profit and loss account by the Group was equal to Euro 2,816 thousand (2013: Euro 2,891
thousand) of which Euro 126 thousand (2013: Euro 144 thousand) for the amortisation of costs that were
capitalised in previous financial years under the category “Development costs” included in the item “Intangible
assets”.
Technical Support Group
During 2014, the “Technical Support Group", or TSG, continued its monitoring activity of technical knowledge,
research and sharing within the Group. Discussion and study meetings took place on the most varied activities
and technical solutions, with priority defined by the projects in progress or by particular market requirements.
By sharing new Processes to be implemented within the Group, we have attempted to raise awareness among
personnel of a new culture of Company project management.
Importantly, some technicians of the various Group Companies participated at a series of meetings, managed in
collaboration with the Danish University as part of the “Design Ability” Project with the aim of gaining knowledge
of the effective skills and leading to improved growth, guided in a structural manner.
In addition to these activities and events, other similar days are planned with a view to consolidating the
knowledge acquired for next year and for those in future.
44
Information Technology
During 2014, Permasteelisa took forward a series of development and consolidation plans partly linked to a
series of constraints arising from the parent company LIXIL.
In particular, for the SAP world, 16 design initiatives of strategic nature linked to the Fast Closing processes at
Group level (among the main ones: WIP booking automation, IAS39 calculation process, Intercompany matching,
Logistic Platform Implementation) and of consolidating nature (Introduction of the new solution for managing
Group consolidation processes by way of SAP BOPC) were activated and subsequently released into production.
In parallel to this, there were a series of important consolidation projects such as the project for the merger of the
3 legal entities of Permasteelisa S.p.A., the release of new DDM processes for the sales and purchasing cycles
area in some Group companies (Permasteelisa S.p.A., Permasteelisa Hong Kong Ltd. etc.), the consolidation of
the SAP PSP module at some Group companies and the migration of the application release (ECC 6.0 EHP7).
As regards the Group infrastructures area, the plan continued for the overall improvement of the quality and
availability of all services provided and for compliance with the binding guidelines from the J-SOX perspective. In
particular, the new IT Disaster Recovery website was activated, the complete migration of the SAP Service
infrastructures was completed (new Storage, new Database engine, new Servers) and the new perimeter
security architecture was designed and implemented (new Firewalls, new Web Filtering systems, etc.), a project
that is gradually being activated at the main Group companies. The activities of infrastructures consolidation and
IT services were also extended for ASIA.
In terms of the PMF, we have proceeded to consolidate and disseminate this strategic solution even further,
seeking, on one side, to extend its features and, on the other, to facilitate its application to the main projects. Of
particular significance is the activity performed at Group level (involving all the Master Key Users) for mapping
the priorities in the field (new features, general enhancement, problem resolution etc.). The results were analysed
in detail, defining an agreed Master Plan (2015+) which the team is following as a guideline. A large amount of
work was also performed in relation to the performance of the solution, in order to support, in particular, the most
complex projects (this specific project will also be taken forward during 2015).
Human Resources
The tables here below provide the exact end-of-year and the average figures on the workforce employed by the
Group compared with the previous year:
Workforce at year end
Area
31
December
2014
31
December
2013
Variation
2014-2013
Italy
Other Europe
Asia
Middle East
Australia
USA
Total
822
1,453
2,864
575
56
1,349
7,119
790
1,376
2,814
686
54
960
6,680
32
77
50
(111)
2
389
439
45
Average workforce during the period
Area
31
December
2014
31
December
2013
Variation
2014-2013
Italy
Other Europe
Asia
Middle East
Australia
USA
Total
806
1,415
2,839
631
55
1,155
6,901
781
1,344
2,647
704
64
950
6,490
25
71
192
(73)
(9)
205
411
The tables here below provide the exact end-of-year and the average figures on the workforce employed by the
Parent Company Permasteelisa S.p.A. compared with the previous year:
Workforce at year end
Blue collars
White collars
Total
31
December
2014
31
December
2013
Variation
2014-2013
220
602
822
228
562
790
(8)
40
32
31
December
2014
31
December
2013
Variation
2014-2013
224
582
806
223
558
781
1
24
25
Average workforce during the period
Blue collars
White collars
Total
Human resources
The economic reference framework, characterised by growing complexity and keen competition, urged the
Company to reconsider its strategies and way of operating and competing in its sector, promoting integration and
cooperation amongst the Group’s companies. The spreading of globalisation processes, the international
openness and the desire to tackle in an integrated way large and complex processes, which until not very long
ago represented a mere opportunity for growth for the company, have become one of the requirements for its
existence.
For those reasons, the Permasteelisa Group has been involved in a process of structural and substantial change,
which has recently included the implementation of a matrix based organisational structure, the redefinition of the
roles and responsibilities and the subsequent need to understand the new dynamics and strengthen the key
competences needed to operate in a successful manner. The attention to the employee, seen as a key resource
in the processes and organisation, was the leitmotiv behind corporate actions both in terms of management and
training.
The training provided during the course of 2014 gave a significant contribution to the rooting of the change that
has involved the company over recent years and especially the dissemination of a common vision, with training
forming 1% of the hours worked of the Italian site, reaching 14,190 hours. This figure has clearly increased
compared to the 2013 figure during which 9,488 training hours were performed for internal employees (in addition
to the amount of hours relating to the Permasteelisa Campus project aimed at new graduates).
46
Training was conducted along the following paths:
- Development of managerial training by way of workshops dedicated to managers with the aim of supporting the
implementation of the new organisation and by way of meetings aimed at supporting the performance appraisals
process;
- Continuing technical training;
- Strengthening of language abilities;
- Basic/cross-sectional training and professional training for apprentices.
Management training
One of the projects that involved the Management of Permasteelisa, known as “Exceed Commitment”, arises
from the need to find methods and instruments to support the implementation of the new HUB SEMEA, with the
aim of combining skills to meet market requirements and to support managers in managing the change as well as
to implement behaviours that generate a sense of belonging, motivation and satisfaction both for the internal and
external client. Based upon understanding the importance of creating a winning team, irrespective of the context,
with clear leadership able to guide and motivate collaborators towards achieving objectives, bringing to life their
passion, the workshops helped managers to understand the importance and urgency of reviewing the process,
contributing to identifying and resolving the so-called “grey areas", redefining roles and responsibilities.
The management training developed, in addition, around the performance appraisals process which, in 2014,
was reviewed in order to improve the process of sharing with Management the company objectives, raising
awareness about the importance of the tool for achieving the company objectives, providing support in the
management of the process and in communicating with collaborators and encouraging their direct involvement to
make them an active part of that process.
Technical-Specialist Training
In the year 2014, the project to consolidate and develop technical skills, required to operate effectively and to
ensure the achievement of the Business objectives continued. Permasteelisa has maintained its commitment in
that direction, achieving 18% of technical training out of the total hours provided (2595).
The company persevered in its commitment to developing the Permasteelisa Technical Academy, a project with
which the Group intends to support the development of technical resources at global level in a standardised and
agreed manner. During the year, lessons were given relating to the modules “PTA – Structural” and “PTA –
Design&Material” involving 78 people for a total of 1342 hours, where the first module was aimed at providing
theoretical bases in the structural/engineering area, while the second was aimed at providing an overview on the
main materials and aspects of the design of façades.
To supplement this technical course, some interventions were taken forward as part of the Group procedures;
more specifically, training was provided in relation to the Group Design Process (GDP) and to the Group
Procurement&Production Process (GP&PP). The GDP is an important initiative developed by the Permasteelisa
Group, with the aim of standardising the flow of information/activities in the processes of design and of facilitating
communication, cooperation and management, while the GP&PP establishes the standards at Group level
regarding the flow and control of information/activities in the procurement phases of materials and production, at
which a good 76 employees participated.
Together with these courses, some training/information interventions, organised in collaboration with some
suppliers (Sika, Hilti), were taken forward.
As regard, on the other hand, the training of apprentices, known as “basic/cross-sectional” we developed 4
training courses on the following themes: time management, meeting management, presentation skills and
problem solving; 23 employees were involved on this course for a total of 868 hours.
47
Language Training
As a result of the significant growth of the international context within which the Permasteelisa Group operates,
language training represents an important and steady activity. During 2014 language training has reached more
than 100 employees for a total of 2,000 hours of courses.
In particular, the focus was on improvement of the knowledge of the English language as a basic communication
tool within the Group, and also to the extension of the use of the French language as a result of new acquired
projects in France. Those English and French courses are both team-taught and individually.
Computer Training
In 2014, computer training was characterised by a steady growth, especially as regards the study of Inventor and
PMF (Permasteelisa Moving Forward).
More specifically, over 2,200 training hours were carried out, with training courses on PMF, Autocad, Inventor,
Revit and I logic, to name just a few.
In addition, some information sessions were performed on the SAP platform developments.
As regard the training of production personnel, also in 2014, a large amount of training was given in relation to
Occupational Health, Prevention and Safety; courses were organised on the following themes
- Update on Italian Legislative Decree no. 81/08
- Environmental Awareness Raising - Italclean Tergil
- BBS: behavioural safety
2014 Corporate Welfare Actions
In 2014, Permasteelisa renewed its commitment to adopting and developing a corporate welfare policy through
services aimed at its employees and their families. In particular, initiatives launched in the past were maintained,
such as the contribution to payment of fees for the intercompany nursery, the company library, canteen, cancer
prevention programme, expanding it in 2014 with screening aimed not only at preventing tumours but also at
cardiovascular diseases, as the second cause of death and thus an important area of attention for prevention.
The Company renewed the initiatives of petrol vouchers for all employees and the medical policy for workers with
low income or with many dependents, covering a broad spectrum of medical services ranging from hospital
admissions for operations, to operations for oncology or cardiovascular diseases, to specialist treatment in cases
of and in addition to orthodontic treatments.
Shareholders
The Company is now owned by the sole shareholder Lixil Corporation itself owned by Lixil Group Corporation.
Treasury shares
As of 31 December 2014 the Company does not own any treasury shares.
Transactions with related parties
The details of any transactions with related parties, including transactions with other Group companies, are
provided in the dedicated section of the notes to the Consolidated Financial Statements and the Statutory
Financial Statements for the year.
Unconventional or unusual operations
There are no entries or transactions resulting from unconventional or unusual operations during the year 2014
having any relevance on the operating performance and the financial position for the period of the Group and of
the Parent company Permasteelisa S.p.A., except the already mentioned presence (in the previous years) of a
number of agency contracts agreed in previous periods with a counterparty in a Middle Eastern country, that
have fees that are much higher than those normally applied in the related business; these contracts are still
48
legally valid in the country of reference and therefore, while the activities to close them are in progress, their
economic and financial effects are adequately evaluated in company accounts.
Significant events subsequent to year end and outlook
Significant events subsequent to year end
There are no significant events subsequent to year end.
Business Outlook
The Group looks positively towards the 2015 financial year, strengthened by an economic backlog in continuous
growth and characterised by a greater incidence of the Group's historical markets such as the United States and
United Kingdom than in the past. Permasteelisa continues to pursue a strategy of growth with recovery and
maintenance of profitability, which should be able to benefit from the strong recovery currently underway on
some markets.
The commercial and strategic guidelines implementation are the means to guarantee the prosecution of the
virtuous management that characterised the past years, thus allowing the Company to suitably react to the
frequent and sudden market fluctuations.
Other disclosures
Pursuant to Leg. Decree 231/2001, Permasteelisa’s Board of Directors, by resolution of 3 September 2014,
approved the current version of the Organizational, Management and Control Model that replaced the previous
versions approved in 2005, 2007 and in 2009.
With the adoption of this model, the Company intends to pursue the following main objectives:
-
to promote the awareness of proper and transparent management of the Company, of the compliance
with local regulations and of the fundamental principles of ethics in making business;
-
to confirm that any illicit action is strongly condemned by the Company, as contrary to the law regulations
and to the ethical principles of which the Company is the carrier and which intends to follow in making
business;
-
to allow the Company a continuous control and a careful monitoring on its activities, in order to promptly
act where risk profiles appears and eventually apply the disciplinary measures provided by the Model
itself;
-
to determine the awareness in people operating in the name and on behalf of the Company that any
illegal actions provided by the Decree is punishable by penalties to the author and administrative fines to
the Company.
The Model consists of a General and five Special Sections.
In the General Section the following items are described the contents and the impacts of the Leg. Decree 231/01,
the general features of the Model, the categories of Offences that could result in the Company’s liability, the
features, the powers and functions of the Compliance Board (that must be named by the Board of Directors), the
disciplinary system and the guiding principles of staff training.
The Special Section describes in detail, with reference to the specific crime risk at which the Company considers
to be exposed, the sensitive areas map, the alignment of the preventive controls system and the specific
protocols regarding the sensitive areas.
Attached to that document are: the list of predicate offences updated to the date of approval of the Model, the
Map of risk areas (see Risk Assessment Activity), the Risk Management Plan and the specific preventive
Protocols relating to areas that are sensitive to the commission of a crime. We also refer to all the additional
company procedures formalised by the Company, which have been analysed so that they may be considered
“preventive protocols” in accordance with Italian Decree no. 231/01 and the bibliography of reference.
49
The Model is available on the
(www.permasteelisagroup.com).
section Financial
Info
-
Governance
of
the
corporate
website
The Permasteelisa Group’s Code of Ethics was elaborated by the Audit Committee in line with the International
Standards of Corporate Social Responsibility and approved by the Parent Company Board of Directors on 3
September 2014.
The Code of Ethics clearly defines the values which the Group applies to reach its objectives. Such code is
applied both inside and outside the company and aims at fostering the efficiency and reliability of the Group.
Permasteelisa considers to be of the utmost importance the compliance with the laws and the regulations in force
in any country where it may operate. Permasteelisa considers honesty, reliability, impartiality, correctness and
good faith to be the key factors of its success.
The Group acknowledges the importance of its ethical-social responsibility in business and it is committed to
safeguarding the interests of its stakeholders and others with whom it interacts.
The Code is available on the corporate website: www.permasteelisagroup.com.
Permasteelisa proceeded, in the early months of 2014, to update the minimum security measures for the
protection of personal data processed in the exercise of its activity, thereby complying with the minimum
obligations in relation to privacy protection.
The Security Policy Document (DPS) continues to be prepared voluntarily by Permasteelisa, despite Italian
Decree Law 9 February 2012, no. 5, removing the obligation to do so.
50
Operating performance and financial position of Permasteelisa
S.p.A.
The below tables were prepared based on the Statutory Financial Statements for the year ending on 31
December 2014 which we address to. The Statutory Financial Statements were prepared in compliance with the
International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standard Board
(“IASB”) and certified by the European Union, in addition to the provisions issued pursuant to Art. 9 of Leg.
Decree no. 38/2005.
Operating performance
The Parent Company's Income statement for the year 2014 shows a gain of Euro 10,389 thousand against the
previous year that closed with a gain of Euro 1,398 thousand.
The summary results are as follows:
In thousands of Euro
31 December
2014
31 December
2013
192,482
6,432
198,914
198,606
660
199,266
(75,845)
(80,701)
(51,795)
(4,768)
0
(1,870)
(424)
24,094
26
(191,283)
(93,982)
(81,517)
(49,706)
(4,775)
(128)
3,342
(403)
23,181
15
(203,973)
7,631
(4,707)
Financial income
Financial expenses
Net financial income
67,183
(39,825)
27,358
26,771
(20,618)
6,153
Revaluation of equity investments
Write-downs of equity investments
Profit before tax
Income tax expense
Profit after tax
0
(20,000)
14,989
(4,600)
10,389
0
0
1,446
(48)
1,398
Revenues
Other operating income
Total operating revenues
Raw materials and consumables used
Services expenses and use of third party assets
Personnel expenses
Net Depreciation, amortization and impairment losses
Net Bad debts provision
Net Provision for risks and charges
Other operating expenses
Cost Recovery
In-house enhancement of fixed assets
Total operating expenses
Operating result
Comparing the figures of 2013 with those of the corresponding previous period, it appears that the operating
result is positive for approximately Euro 7.6 million with respect to the negative result of Euro 4.7 million of the
previous year.
With reference to the net financial result, the significant positive balance is due to the collection of dividends from
subsidiaries for approximately Euro 30 million (2013: Euro 11.9 million).
51
Financial position
The Parent Company's Financial position is summarised in the table below:
31 December
2014
31 December
2013
Non-current assets (a)
Net working capital (b) (*)
Severance indemnity fund (c)
336,209
108,979
(3,636)
356,252
89,231
(3,112)
Net invested capital
441,552
442,371
Net financial debt /(Net cash surplus) (d)
Shareholders’ loan (e)
Shareholders’ equity (f)
217,903
27,510
196,139
254,879
0
187,492
Coverage
441,552
442,371
4,750
3,044
806
781
In thousands of Euro
Capital expenditure on tangible and intangible assets
Average workforce
a) Sum of the captions included in the statement of financial position referring to notes 15, 16, 17,18;
b) Sum of the captions included in the statement of financial position referring to notes 19, 20, 21, 22, 23, 24, 25, 29, 30, 31 and 32;
c) Caption included in the statement of financial position referring to note 28;
d) Caption included in the statement of financial position referring to note 27;
e) Sum of the captions included in the statement of financial position referring to notes 27;
f) Caption included in the statement of financial position referring to note 26.
(*) The amount showed under the caption “net working capital” for 2013 year has been restated compared to what was stated in the previous
year Annual Report and shown gross of Advances from customers, consistently with the year 2014.
Comparing 2014 figures with those of the corresponding previous period restated, the main changes are related
to the net financial debt, increased for approximately Euro 37 million, and to the Shareholder’s loan for Euro 27.5
million, absent in the previous year end closing.
52
Reconciliation between the result of the period and the net equity of the parent
company and the correspondent amounts of the Group
The reconciliation between the result and the net equity of the Group at the end of the period (share attributable
to the Group) and the correspondent amounts of the Parent Company Permasteelisa S.p.A. is shown below:
In thousands of Euro
Result
2014
Net equity
as at 31
December 2014
2013
Net equity
as at 31
December 2013
Parent Company balances
10,389
196,139
1,398
187,492
Share of consolidated subsidiaries’
equity and result net of book value of
related equity interests
84,363
3,328
19,018
(12,800)
Excess cost allocation
(4,677)
60,513
(4,677)
67,273
(71,937)
0
(11,885)
0
Effect of other consolidation entries
(8,414)
3,546
5,698
11,993
Share attributable to minority interests
(2,404)
(11,345)
247
(3,160)
7,320
252,180
9,799
250,798
Reversal of inter-group dividends
Group balances
Result
53
Approval of the Statutory Financial Statements and allocation of
2014 result
Shareholder,
we submit to your approval the Statutory Financial Statements of the Company for the period ended on 31
December 2014, that show a net result for the period of Euro 10,389,402 leaving to you any decision about its
destination.
23 April 2015
On behalf of the Board of Directors
The Chief Executive Officer
The Chairman of the Board of Directors
Nicola Greco
Davide Croff
54
Permasteelisa Group
Consolidated
Financial
Statements
for the year ended 31 December 2014
55
Consolidated income statement
for the year ended 31 December 2014
Notes
2014
2013
1,396,740
12,404
1,409,144
1,384,871
11,407
1,396,278
(467,166)
(538,741)
(332,043)
(20,110)
2,824
(622)
(12,090)
725
353
(1,366,870)
(434,993)
(609,666)
(305,305)
(21,592)
299
10,341
(10,678)
1,131
481
(1,369,982)
42,274
26,296
In thousands of Euro
Operating revenues
Other operating income
Total operating revenues
Raw materials and consumables used
Services expenses and use of third party assets
Personnel expenses
Depreciation, amortization and impairment losses
Bad debts provision
Provision for risks and charges
Other operating expenses
Cost recovery
In-house enhancement of fixed assets
Total operating expenses
4
3
5
5
6
7
8
9
10
Ordinary activity result
Financial income
Financial expenses
Net financial expenses
11
11
11
55,693
(64,096)
(8,403)
24,081
(37,579)
(13,498)
Revaluation of equity investments
Write-downs of equity investments
Profit before tax
12
13
33,871
138
12,936
Income tax expense
Profit after tax
14
(24,147)
9,724
(3,384)
9,552
7,320
2,404
9,724
9,799
(247)
9,552
Attributable to:
Group
Minority
Profit for the period
56
Consolidated statement of comprehensive income
for the year ended 31 December 2014
2014
2013
9,724
9,552
(21,909)
25,072
7,721
(12,319)
3,163
(4,598)
Items that will never be reclassified to the Income statement:
Actuarial gains/losses
(2,850)
(270)
Total items that will never be reclassified to the Income statement:
(2,850)
(270)
313
(4,868)
Total Comprehensive income (A)+(B)
10,037
4,684
Total Comprehensive income attributable to:
Group
Minority
Total Comprehensive income (A)+(B)
6,522
3,515
10,037
4,548
136
4,684
In thousands of Euro
Profit/(Loss) for the period (A)
Items that may be reclassified to the Income statement:
Hedging reserves for risks variation, net of tax
Gains/(losses) on exchange differences on translating foreign operations
Total items that may be reclassified to the Income statement
Total Other comprehensive income, net of tax (B)
57
Consolidated statement of financial position
as at 31 December 2014
In thousands of Euro
Intangible assets
Tangible assets
Equity investments in not consolidated subsidiaries
Equity investments in associated companies
Other equity investments
Other non-current assets
Deferred tax assets
Total non-current assets
Contracts work-in-progress
Inventories
Trade receivables from third parties
Trade receivables from not consolidated subsidiaries
Trade receivables from associated companies
Income tax receivables
Other current assets
Cash and cash equivalents
Total current assets
Total assets
Equity
Share capital
Legal reserve
Share premium
Revaluation reserve
IAS 19 Reserve
Hedging reserves for risks
Translation reserve
Other reserves
Retained earnings
Profit/(loss) for the period
Total equity attributable to the Group
Minority interests
Total equity
Liabilities
Amounts payables to banks and other financial creditors
Severance indemnity fund
Pension funds and other employee benefits
Provisions for risks and charges
Deferred tax liabilities
Total non-current liabilities
Amounts payable to banks and other financial creditors
Excess of progress billings over work-in-progress
Advances from customers
Trade payables to third parties
Trade payables to not consolidated subsidiaries
Trade payables to associated companies
Income tax payables
Other current liabilities
Total current liabilities
Total liabilities
Notes
15
16
17
18
19
20
21
22
22
23
24
25
26
27
28
29
29
29
29
29
29
29
29
29
29
29
30
31
32
33
21
30
22
22
34
35
36
37
38
31 December 2014
31 December 2013
91,503
104,223
0
6,083
1,073
45
55,245
258,172
686,324
28,657
447,499
0
10
5,958
50,033
85,917
1,304,398
1,562,570
95,492
95,976
0
6,083
1,073
40
50,098
248,762
564,960
18,110
348,650
0
8,342
8,705
43,449
71,930
1,064,146
1,312,908
6,900
1,380
0
0
(5,332)
(12,971)
2,758
199,611
52,914
7,320
252,580
11,345
263,925
6,900
1,380
0
0
(2,482)
8,940
(21,205)
204,351
43,115
9,799
250,798
3,160
253,958
27,585
3,636
27,681
39,637
62,851
161,390
342,982
205,118
148,784
327,966
0
0
14,554
97,851
1,137,255
1,298,645
100
3,112
23,812
37,711
63,664
128,399
287,964
192,731
99,706
289,289
0
190
9,192
51,479
930,551
1,058,950
58
Total equity and liabilities
1,562,570
1,312,908
Consolidated statement of cash flows
for the year ended 31 December 2014
In thousands of Euro
31 December
2014
31 December
2013
33,871
12,936
(650)
8,499
20,110
(102)
622
(2,824)
0
(93)
97
(1,106)
(592)
894
796
25,651
(580)
6,194
21,592
275
(10,341)
299
(138)
(102)
89
(1,307)
(427)
1,000
701
17,255
(21,909)
(2,850)
(67,774)
(53,457)
27,783
(7,556)
(8,184)
650
26,332
(106,965)
7,721
(270)
(101,591)
(5,986)
(10,009)
(3,327)
(6,378)
580
(8,301)
(127,291)
(47,443)
(97,100)
(4,740)
(21,326)
184
0
298
0
0
(12,818)
493
2
99
(6,083)
(25,584)
(18,307)
(20)
(7)
0
(94)
10
6
Cash flows generated (absorbed) by operating activities
Result before tax
Adjustments made to reconcile the result before tax with the cash
flow changes generated (absorbed) by operating activities:
- Interest income
- Interest expense
- Depreciation and amortization expenses and impairment losses
- Gain/loss on disposal of tangible and intangible assets
- Provision for risks and charge
- Bad debts provision
- Equity investments write-downs/(revaluations)
- Severance indemnity fund payments to employees
- Severance indemnity fund expenses
- Pension fund payments
- Other employee benefits payments
- Pension fund expenses
- Other employee benefits net variation
Total adjustments
Changes in operating activities:
- Changes in hedging reserve
- Changes in IAS 19 reserve
- Changes in contracts work-in-progress (net), inventories and advances
- Changes in the other captions of working capital (*)
- Changes in the other captions of operating capital (**)
- Income tax paid
- Interests paid
- Interest received
- Effect of exchange rate changes on operating activities cash flows
Total changes
Net cash flows generated by operating activities (A)
Cash flows generated (absorbed) by investing activities
Minority acquisition
Purchases of tangible and intangible assets
Proceeds from disposal of tangible and intangible assets
Changes in other fixed assets
Effect of incorporation of not consolidated companies
Changes in not consolidated subsidiaries, associated companies and other
equity investments
Net cash flows absorbed by investing activities (B)
Cash flows generated (absorbed) by financing activities
Lease obligation (principal)
Lease obligation (interest)
Other minority effects
59
Net cash flows absorbed by financing activities (C)
(27)
(78)
(73,054)
(115,485)
(216,002)
(97,590)
4,517
(2,927)
Net cash surplus/(deficit) as at 31 December (A+B+C+D+E)
(284,539)
(216,002)
Net cash surplus/(deficit) includes:
Bank and post current accounts and deposits
Cash in hand
Bank overdrafts and other short-term loans
Shareholder loan
85,685
231
(342,945)
(27,510)
71,745
185
(287,932)
0
(284,539)
(216,002)
Net increase/(decrease) in cash surplus/(deficit) (A+B+C)
Net cash surplus/(deficit) as at 1 January (D)
Effect of exchange rate changes on balances held in foreign currency
(E)
(*) The other captions of working capital refer to the following captions included in the statement of financial position of the Group: trade
receivables and payables from/to third parties and from/to not consolidated subsidiaries and associated companies.
(**) The other captions of operating capital refer to the following captions included in the statement of financial position of the Group: income
tax receivables and payables, deferred tax assets and liabilities, other current assets and liabilities, provisions for risks and charges.
60
Consolidated statement of net equity changes
for the year ended 31 December 2014
Share
capital
Legal
reserve
6,900
1,380
Share Revaluation
premium
reserve
Translation
reserve
Foreign
exchange
risk hedging
reserve (*)
Commodities
risk hedging
reserve (*)
IAS 19
Reserve
(**)
Other
reserve
Retained
earnings
Group
net
equity
Minority
interest
Total
(8,506)
1,224
(2)
(2,212)
205,356
43,115
247,255
3,018
250,273
(12,699)
380
(12,319)
7,896
4
7,900
(178)
(1)
(179)
In thousands of Euro
Balance as at 1st January
2013
Income (expenses)
recognized directly in
equity:
Translation differences
0
0
(12,699)
Foreign exchange risk
hedging reserve variation
Commodities risk hedging
reserve variation
Interest rate risk hedging
reserve variation
7,896
(178)
Changes in IAS 19 Reserve
(270)
(270)
(270)
Income (expenses)
recognized directly in
equity:
0
0
0
0
(12,699)
7,896
(178)
(270)
0
Net result for the period
Total Income (expenses) for
the period
Transactions with
shareholders:
Increase of share capital
(12,699)
7,896
(178)
(270)
0
0
0
0
0
(5,251)
383
(4,868)
9,799
9,799
(247)
9,552
9,799
4,548
136
4,684
0
0
0
0
Destination of operating result
Dividends
0
0
0
0
0
Other net equity variations:
Minority interests acquisition
6
Other variations
(1,005)
Roundings
0
0
0
0
0
0
0
0
(1,005)
(1,005)
0
(1,005)
6
(1,005)
6
(999)
61
Balance as at 31 December
2013
6,900
1,380
0
0
(21,205)
9,120
(180)
(2,482)
204,351
Share
capital
Legal
reserve
Share
premium
Revaluation
reserve
Translation
reserve
Foreign
exchange
risk hedging
reserve (*)
Commodities
risk hedging
reserve (*)
IAS 19
Reserve
(**)
6,900
1,380
0
0
(21,205)
9,120
(180)
(2,482)
52,914
Other Retained
reserve earnings
250,798
3,160
253,958
Group
net
equity
Minority
interest
Total
250,798
3,160
253,958
23,963
1,109
25,072
(22,139)
1
(22,138)
228
1
229
0
0
0
(2,850)
In thousands of Euro
Balance as at 1st January
2014
Income (expenses)
recognized directly in
equity:
Translation differences
204,351
23,963
Foreign exchange risk
hedging reserve variation
Commodities risk hedging
reserve variation
Interest rate risk hedging
reserve variation
(22,139)
228
Changes in IAS 19 Reserve
(2,850)
0
0
0
0
23,963
(22,139)
228
(2,850)
(2,850)
0
0
0
(798)
1,111
313
0
7,320
7,320
7,320
6,522
2,404
3,515
9,724
10,037
(4,740)
4,740
0
(4,740)
4,740
0
(70)
(70)
Net result for the period
Total Income (expenses) for
the period
Transactions with
shareholders:
Increase of share capital
52,914
0
0
0
0
23,963
(22,139)
228
(2,850)
(4,740)
Destination of operating result
Dividends
0
0
0
0
0
0
0
0
(4,740)
0
Other net equity variations:
Minority interests acquisition
Other variations
Roundings
Balance as at 31 December
2014
0
0
0
0
0
0
0
0
0
0
0
(70)
(70)
6,900
1,380
0
0
2,758
(13,019)
48
(5,332)
199,611
60,234
252,580
11,345
263,925
62
Notes to the Consolidated Financial Statements
Company’s information
Permasteelisa S.p.A. (hereinafter referred to as the “Company” or “Parent Company”) is a company domiciled in
Italy that operates internationally both directly and indirectly through its subsidiaries in the field of the design,
production and installation of architectural components (curtain walls, partition walls and doors) and interior
design. The Company’s Consolidated Financial Statements for the year ending 31 December 2014 include the
Company and its subsidiaries involved in the consolidation (hereinafter referred to as the “Group”) which are
listed in the table annexed to the Notes to the Consolidated Financial Statements entitled “Permasteelisa Group’s
companies”. This table also highlights the Group’s equity investments in non-consolidated subsidiaries,
associated and other companies.
The Consolidated Financial Statements of the Permasteelisa S.p.A. Group have been prepared in Euro, which is
the currency of the economic area in which the Company operates. The Consolidated Financial Statements were
approved by the Board of Directors on 23 April 2015 and will be submitted to the approval by the Shareholders
meeting called on 30 April 2015. These financial statements are subject to audit by Deloitte & Touche S.p.A.
Financial tables
The tables provided for the statement of financial position, the income statement, the statement of cash flows
and of net equity changes are the same as those used for the Consolidated Financial Statements as at 31
December 2013.
The statement of financial position, the income statement, the statement of cash flows and of net equity changes
used for the period closed as at 31 December 2014 are prepared in thousands of Euro and are characterised as
follows:
Statement of financial position
The methods whereby assets and liabilities are broken down into “current and non-current” was adopted, with
separate indication of assets and liabilities held for sale, if any.
Current assets include assets (such as inventories, assets for contracts work-in-progress and trade receivables)
which are sold, consumed or realised as part of the normal operating cycle, even when they are not expected to
be realised within 12 months after the balance sheet date. Some current liabilities, such as trade payables and
some accruals for employees and other operating costs, are part of the working capital used in the normal
operating cycle. Such operating items are classified as current liabilities even if they are due to be settled more
than 12 months after the balance sheet date.
Income statement
The adopted method breaks costs down based on their nature.
Statement of cash flows
The indirect method was employed.
Statement of net equity changes
The statement that shows all the changes of the net equity was adopted.
Accounting principles
(a) Statement of compliance
The Permasteelisa Group adopts the IFRS International Accounting Standards issued by the International
Accounting Standards Board (“IASB”) and endorsed by the European Union. IFRS is understood to include also
the International Accounting Standards (“IAS”) that are currently in force in addition to the interpretations made
63
available by the International Financial Reporting Interpretations Committee (“IFRIC”), previously known as the
Standing Interpretations Committee (“SIC”).
These Consolidated Financial Statements were prepared in accordance with the accounting standards described
in the paragraphs below, namely the same standards that were used to prepare the Consolidated Financial
Statements as at 31 December 2013.
(b) Basis of preparation
The financial statements are presented in Euro, rounded to the nearest thousand. They are prepared on the
historical cost basis except for the following assets and liabilities that, if any, are stated at their fair value:
derivative financial instruments, financial instruments held for trading, financial instruments classified as
available-for-sale.
The preparation of financial statements in conformity with IFRS requires management to make judgments,
estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities,
income and expenses. The estimates and associated assumptions are based on historical experience and
various other factors that are believed to be reasonable under the circumstances, the results of which form the
basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is revised if the revision affects only that period, or in the
period of the revision and future periods if the revision affects both current and future periods.
The accounting principles exposed in the following paragraphs have been consistently applied for all the periods
included in this Consolidated Financial Statements.
These accounting principles have generally been applied consistently by the Group companies in the preparation
of the financial statements for consolidation purposes; but, where necessary, specific adjustments have been
applied by the Company to make these financial statements in compliance with IFRS.
(c) Basis of consolidation
(i) Subsidiaries
Subsidiaries are entities controlled directly or indirectly by the Company. Control exists when the Company has
the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits
from its activities. In assessing control, potential voting rights that presently are exercisable or convertible are
taken into account.
The subsidiaries are consolidated using the line by line method.
The financial statements of subsidiaries are included in the Consolidated Financial Statements from the date on
which control is transferred to the group. They are de-consolidated from the date that control ceases.
All subsidiaries are included in the Consolidated Financial Statements, unless some considered not material. Not
consolidated subsidiaries are stated at their fair value.
Receivables and payables, income and expenses and all relevant transaction occurred between consolidated
companies, are eliminated in preparing the Consolidated Financial Statements, unless they are immaterial; in
particular intragroup gains deriving from contracts work-in-progress realized in the Group are eliminated.
The minority interests and the result attributable to minority are indicated separately in the consolidated
statement of financial position and in the consolidated income statement.
All consolidated subsidiaries close their year as at 31 December, except for Permasteelisa (India) Private Limited
whose financial period ends as at 31 March; consequently, specific financial statements for consolidation
purposes is prepared by this subsidiary as at 31 December.
(ii) Associates
Associates are those entities in which the Group has significant influence, but not control, over the financial and
operating policies (generally accompanied by a percentage of ownership is between 20% and 50%). The
Consolidated Financial Statements include the Group’s share of the total recognised gains and losses of
associated companies on an equity accounted basis, from the date that significant influence commences until the
64
date that significant influence ceases. When the Group’s share of losses exceeds its equity investment in an
associated company, the Group’s carrying amount is reduced to nil and recognition of further losses is
discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments
on behalf of an associated company.
Unrealised gains arising from transactions with associated companies are eliminated to the extent of the Group’s
equity investment in the entity. Unrealised losses are eliminated in the same way as unrealised gains, but only to
the extent that there is no evidence of impairment.
(d) Basis of conversion of foreign currency
(i)
Foreign currency transactions
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the
transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are
translated to Euro at the foreign exchange rate ruling at that date. Foreign exchange differences arising on this
translation are recognised in the income statement. Non-monetary assets and liabilities that are measured in
terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.
Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated
to Euro at foreign exchange rates ruling at the dates the fair value was determined.
(ii) Subsidiaries Financial Statements
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on
consolidation, are translated to Euro at foreign exchange rates ruling at the balance sheet date. The revenues
and expenses of foreign operations are translated to Euro at rates approximating to the foreign exchange rates
ruling at the dates of the transactions. Foreign exchange differences arising on retranslation are recognised
directly in a separate component of equity through the statement of comprehensive income.
The exchange rates used for the closing as at 31 December 2014 and the comparative exchange rates of the
previous year are as follows:
31 Decembre 2014
Currency
Thai Baht
Brazil Real
Danish Krone
Norwegian Krone
Dubai Dirham
Australian Dollar
Canadian Dollar
Hong Kong Dollar
Singapore Dollar
Taiwan Dollar
Usa Dollar
Hungarian Forint
Swiss Franc
Croatian Kuna
Turkish Lira
Manat Azerbaigian
Pataca Macau
Philippine Peso
Chinese Renminbi
Malayan Ringitt
Riyal Qatar
Riyal Saudi Arabia
Russian Ruble
Indian Rupia
Israeli Shekel
Exchange rate at the Average exchange
balance sheet date
rate of the year
39.91
3.2207
7.4453
9.042
4.45942
1.4829
1.4063
9.417
1.6058
38.413256
1.2141
315.54
1.2024
7.658
2.832
0.952461
9.700628
54.436
7.5358
4.2473
4.421554
4.557329
72.337
76.719
4.72
43.162725
3.122768
7.454923
8.355114
4.880827
1.472396
1.466869
10.305172
1.682997
40.266392
1.328843
308.7045
1.214632
7.634633
2.906998
1.042478
10.614275
59.003883
8.188248
4.347216
4.838621
4.984355
51.011258
81.068883
4.746663
31 December 2013
Exchange rate at the
balance sheet date
Average exchange rate
of the year
45.178
3.2576
7.4593
8.363
5.06539
1.5423
1.4671
10.6933
1.7414
41.139974
1.3791
297.04
1.2276
7.6265
2.9605
1.081904
11.014953
61.289
8.3491
4.5221
5.021872
5.17242
45.3246
85.366
4.788
40.823333
2.866943
7.457924
7.805069
4.878238
1.377018
1.368452
10.301767
1.661814
39.429292
1.328138
296.941167
1.230923
7.579053
2.53289
1.041777
10.610925
56.413383
8.165488
4.185508
4.835676
4.980928
42.324825
77.875258
4.795392
65
Pound Sterling
Vietnam Dong
Korean Won
Tugrik Mongolia
Japanese Yen
Polish Zloty
0.7789
25,972.13140
1,324.80
2,292.755004
145.23
4.2732
0.806429
28,160.33333
1,399.0300
2,413.929167
140.37725
4.184468
0.8337
29,096.65926
1,450.93
2,288.395794
144.72
4.1543
0.849253
27,922.58333
1,453.8550
2,026.320833
129.659667
4.197082
(iii) Net investment in foreign operations
Exchange differences arising from the translation of the net investment in foreign operations, and of related
hedges are taken to a specific reserve through other comprehensive income statement. They are released into
the income statement upon disposal.
(e) Business combinations
Business combinations initiated before 1 January 2010 and completed before that date are recognized on the
basis of IFRS 3 (2004).
Such business combinations are recognized using the purchase method, were the purchase cost is equal to the
fair value at the date of the exchange of the assets acquired and the liabilities incurred or assumed, plus costs
directly attributable to the acquisition. This cost is allocated by recognizing the assets, liabilities and identifiable
contingent liabilities of the acquired company at their fair values. Any positive difference between the cost of the
acquisition and the fair value of the net assets acquired pertaining to the shareholders Parent company is
recognized as goodwill. Any negative difference is recognized in profit or loss. If the fair values of the asset,
liabilities and contingent liabilities can only be calculate on a provisional basis, the business combination is
recognized using such provisional values. The value of the non-controlling interests is determined in proportion to
the interest held by minority shareholders in the net assets. In the case of business combination achieved in
stages, at the date of acquisition of control the net assets acquired previously are remeasured to fair value and
any adjustments are recognized in equity. Any adjustments resulting from the completion of the measurement
process are recognized within twelve month of the acquisition date.
Business combination carried out as from 1 January 2010 are recognized of the basis of IFRS 3 (2008).
More specifically, business combination are recognized using the acquisition method where the purchase costs
is equal to the fair value at the end of exchange of the assets acquired and the liabilities incurred or assumed as
well as equity instruments issued by the purchaser. Costs directly attributable to the acquisition are recognized
though profit or loss.
This cost is allocated by recognizing the assets, liabilities and identifiable contingent liabilities of the acquired
company at their fair values as at the acquisition date. Any positive difference between the price paid, measured
at fair value as at the acquisition date plus the value of any non-controlling interests, and the net value of the
identifiable assets and liabilities of the acquiree measured at fair value is recognized as goodwill. Any negative
difference is recognized in profit or loss.
The value of non-controlling interests is determined either in proportion to the interest held by minority
shareholders in the net identifiable assets of the acquiree or at their fair value as at the acquisition date.
If the fair values of the assets, liabilities and contingent liabilities can only be calculated on a provisional basis,
the business combination is recognised using such provisional values. Any adjustments resulting from the
completion of the measurement process are recognized within twelve month of the date of acquisition, restating
comparative figures.
In the case of business combination achieved in stages, at the date of acquisition of control the holdings acquired
previously are remeasured to fair value and any positive or negative difference is recognized in profit or loss.
(f)
Derivative financial instruments
The Group uses derivative financial instruments (generally forward exchange contracts and swaps) only to hedge
its exposure to foreign currency risk, to commodities risk and interest risk coming from its operating and financial
activities in currencies other than Euro.
66
According to its treasury policy, the Group does not hold or issue derivative financial instruments for trading
purposes. Anyway, derivative financial instruments for which the criterion to record the operations as hedging
operations are not respected, are recorded as trading instruments.
Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are
subsequently re-measured at their fair value. The gain or loss on re-measurement to fair value is recognised
immediately in profit or loss account. However, where derivatives qualify for hedge accounting, recognition of any
resultant gain or loss depends on the nature of the item being hedged (see the accounting policy described in
section “g”).
The fair value of forward exchange contracts is their quoted market price at the balance sheet date, being the
present value of the quoted forward price.
(g) Hedging
(i)
Cash flow hedging (foreign currency risk)
The Group uses derivative financial instruments to hedge its exposure to foreign currency risk coming from its
operating and financial activities in currency other than Euro.
In particular, the Group uses derivative financial instruments to hedge the foreign currency risk related to the
contracts work-in-progress cash flows. When the Group acquires a job whose future cash flows are denominated
in foreign currency, specific forward exchange contracts or swaps on foreign currency are concluded to hedge
the foreign currency risk existing on those future cash flows; therefore these hedging operations are related to
highly probable future transactions as the job that is hedged is effectively acquired when the hedging contract or
contracts are concluded. Considering the length of the Group contracts, the estimation of the timing of the future
cash flows is very difficult and subject to changes that can be also relevant; as a consequence, the Group policy
consists in making an initial hedging of future cash flows based on a rough estimation of the future cash flows
timing and subsequently in:
- rolling over the forward exchange contracts or swaps on foreign currency if at the expiry date the correspondent
cash flows related to the job does not occur;
- in concluding another forward exchange contract or swap on foreign currency, of opposite sign and same expiry
date of the existing hedging contracts, if the cash flow related to the job occurs in advance with respect to the
expiry date of the existing hedging contracts.
The gains and losses deriving from the roll-over operation of these derivative financial instruments and from their
evaluation at fair value are recognised directly in the net equity in a specific reserve for the effective part; these
gains and losses are removed from the net equity and recorded in the income statement in the same period or
periods during which the hedged forecast transaction affects income statement; they are included in the
operating revenues or operating expenses if related to hedging operations of job contracts cash flows.
The ineffective part of any profit or loss is recognized immediately in the income statement as financial
components.
On the basis of the method used for hedging the future cash flows related to contracts work-in-progress in
foreign currency, the prospective effectiveness is always included in the range requested by IAS 39 (80%-125%);
any ineffectiveness can occur retrospectively only if the roll-over operations or the closing in advance of a
forward exchange contract or swap on foreign currency are not performed correctly; the measurement of the
retrospective ineffectiveness is therefore made continuously monitoring that these cases do not occur.
If the hedged transaction is no longer expected to take place, the cumulative unrealised gains or losses
recognized in equity are recognised immediately in the income statement as financial components.
Finally, according to the Group policy the foreign currency risk hedging is made on the spot rate; as a
consequence, the difference between spot rate and forward rate recorded when a roll-over operation is
performed and the interest component included in the fair value of the forward contracts or swaps on foreign
currency, are always recorded in the income statement in the financial components as hedging
expenses/revenues, regardless whether the contract does or does not comply with the requirements for being
considered as such.
67
(ii) Hedge of monetary assets and liabilities
The Group uses derivative financial instruments also to hedge economically the foreign exchange exposure of a
recognised monetary asset or liability as the loans in foreign currency; in this case no hedge accounting is
applied and any gain or loss on the hedging instrument is recognised in the income statement.
(iii) Cash flow hedging (rischio di prezzo su commodities)
The Group uses derivative financial instruments also to hedge price risk on commodities coming from its
operating activities.
In particular, the Group uses derivative financial instruments to hedge the price risk related to aluminum
purchase for the contracts work-in-progress. When the Group acquires a job whose future cash flows are related
to aluminum purchase, specific forward exchange contracts or swaps on foreign currency are concluded to
hedge the price risk existing on this commodity; therefore these hedging operations are related to highly probable
future transactions as the job that is hedged, with regard to the aluminum purchase, is effectively acquired when
the hedging contract or contracts are concluded. In consideration of the variability of the price of aluminum, the
aim of hedging is to freeze this price already since the acquisition of the order itself; subsequently, as the
aluminum order as well as the relevant price are agreed with the supplier, the Group shall complete the
aluminum forward purchase by completing a transaction of opposite sign. If, upon expiry of the transaction, the
order has not been defined yet for the supplier, the hedging contract(s) shall be rolled over.
The gains and losses deriving from the regulation of the operations on maturity, including the effect of the
possible roll-over operation of these derivative financial instruments and from their evaluation at fair value are
recognised directly in the net equity in a specific reserve for the effective part; these gains and losses are
removed from the net equity and recorded in the income statement in the same period or periods during which
the hedged forecast transaction affects income statement (arrival of the goods); they are included in the
operating expenses.
The ineffective part of any profit or loss is recognized immediately in the income statement as financial
components.
On the basis of the method used for hedging of the price risk on the future cash flows payments related to
aluminum purchases on contracts work-in-progress, the prospective effectiveness it always included in the range
requested by IAS 39 (80%-125%); any ineffectiveness can occur retrospectively only if the roll-over operations or
the closing in advance of an hedging contract by operation of the opposite sign when the order to the supplier is
fixed are not performed correctly; the measurement of the retrospective ineffectiveness is therefore made
continuously monitoring that these cases do not occur.
If the hedged transaction is no longer expected to take place, the losses or profits on the accumulated price
difference recognized in equity are recognized immediately in the income statement as financial components.
Finally, according to the Group policy the commodities price risk is made on the spot rate; as a consequence, the
difference between spot rate and forward rate recorded when a roll-over operation is performed and the interest
component included in the fair value of the forward contracts or swaps on foreign currency, are always recorded
in the income statement in the financial components as hedging expenses/revenues, regardless whether the
contract does or does not comply with the requirements for being considered as such.
(iv) Hedge of net investment in foreign operation
The portion of the gain or loss on an instrument used to hedge a net investment in a foreign operation that is
determined to be an effective hedge is recognised directly in equity. The ineffective portion is recognised
immediately in income statement.
(h) Tangible assets
(i)
Owned tangible assets
Items of property, plant and equipment are stated at cost less accumulated depreciation (depreciation criteria are
reported below) and impairment losses (see accounting policy “o”). The cost of self-constructed assets includes
the cost of materials, direct labour, and the initial estimate, where relevant, of the costs of dismantling and
removing the items and restoring the site on which they are located, and an appropriate proportion of production
overheads.
68
Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as
separate items of property, plant and equipment according to the “component approach”.
(ii) Leases assets
Leases in terms of which the Group assumes substantially all the risks and rewards of ownership are classified
as finance leases. The owner-occupied property acquired by way of finance lease is stated at an amount equal to
the lower of its fair value and the present value of the minimum lease payments at inception of the lease, less
accumulated depreciation (depreciation criteria are reported below) and impairment losses. Lease payments are
accounted for as described in accounting policy “w”.
(iii) Subsequent costs
The Group recognises in the carrying amount of an item of property, plant and equipment the cost of replacing
part of such an item when that cost is incurred if it is probable that the future economic benefits embodied with
the item will flow to the Group and the cost of the item can be measured reliably. All other costs are recognised in
the income statement as an expense as incurred.
(iv) Depreciation
Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each
part of an item of property, plant and equipment. Depreciation is applied from the date the tangible assets are
available for use. Land is not depreciated. The estimated useful lives are as follows:
-
buildings
plant and machinery
equipment
other assets
20-40 years
5-25 years
4-5 years
4-8 years
The useful lives and the residual value, if significant, are annually revised.
(i)
Intangible assets
(i)
Goodwill
Goodwill arising on business combinations is initially measured at cost as established at the acquisition date, as
defined in the above paragraph. Goodwill is not amortised, but is tested for impairment annually or more
frequently if events or changes in circumstances indicate that it might be impaired. After initial recognition,
goodwill is measured at cost less any accumulated impairment losses.
On disposal of part or whole of a business which was previously acquired and which gave rise to the recognition
of goodwill, the remaining amount of the related goodwill is included in the determination of the gain or loss on
disposal.
(ii) Research and development
Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge
and understanding, is recognised in the income statement as an expense as incurred.
Expenditure on development activities, whereby research findings are applied to a plan or design for the
production of new or substantially improved products and processes, is capitalised if the product or process is
technically and commercially feasible and the Group has sufficient resources to complete development. The
expenditure capitalised includes the cost of materials, direct labour and an appropriate proportion of overheads.
Other development expenditure is recognised in the income statement as an expense as incurred.
Capitalised development expenditure is stated at cost less accumulated amortization (amortization criteria are
reported below) and impairment losses (see accounting policy “o”).
(iii) Other intangible assets
Other intangible assets that are acquired by the Group are stated at cost less accumulated amortization
(amortization criteria are reported below) and impairment losses (see accounting policy “o”).
69
Expenditure on internally generated goodwill and brands is recognised in the income statement as an expense
as incurred.
(iv) Subsequent expenditure
Subsequent expenditure on capitalised intangible assets is capitalised only when it increases the future
economic benefits embodied in the specific asset to which it relates. All other expenditure is expensed as
incurred.
(v) Amortization
Amortization is charged to the income statement on a straight-line basis over the estimated useful lives of
intangible assets unless such lives are indefinite. Goodwill, intangible assets with an indefinite useful life and
intangible assets not yet available to be used are systematically tested for impairment at each balance sheet
date. Other intangible assets are amortised from the date they are available for use. The estimated useful lives
are as follows:
(j)
rights to use intellectual property (software)
trademarks and similar rights
capitalised development costs
backlog
customer relationship
3-5 years
3 years
5 years
on the basis of the economical development
20 years
Trade receivables to third parties
Trade receivables are recognised initially at fair value and subsequently recorded at the amortised cost, using
the effective interest method, net of impairment losses related to amounts considered recoverable, recorded as
provision. The estimation of the recoverable amounts is based of future expected cash flows.
Trade receivables, whose expiry date is within ordinary trade terms, are not discounted.
(k) Contracts work-in-progress
Contracts work-in-progress are reported in accordance with the progress stage (or completion percentage) of the
works, according to which the costs, revenues, and margin are recognised based on the progress of the
productive activity. The policy adopted by the Group is the completion percentage determined by applying the
“incurred cost” (cost to cost) criterion.
The valuation reflects the best estimate of the contracts made as at the reporting date. Periodically, the
assumptions underlying the evaluations are updated. Any economic effect is recorded in the year in which the
updates have been made.
The contract revenues include the payments agreed upon by contract, work changes, price revision, incentives,
and any claims, to the extent that these are likely to be reliably valuated. In particular, the valuation of claims was
guided, based on certain technical and legal analysis, towards the positive results that could reasonably be
achieved from disputes with the customers.
The contracts costs include all the costs that refer directly to the project, the costs that may be attributed to the
contract activity in general and that may be allocated to the said project, in addition to any other costs that may
be specifically charged to the customer based on the contractual clauses.
The contract costs also include the pre-operative costs, which is to say the costs incurred in the initial phase of
the contract before the construction activity is began (costs or preparing, tenders, design costs, costs for
organization and start-up of production, construction site installation costs) and the post-operative costs that are
incurred after the contract is closed (removal of the construction site, return of plant/equipment to base, etc.).
Should the completion of a project be forecast to lead to a loss, this shall be recognised in its entirety in the year
in which it may be reasonably expected.
The contracts in progress are set out net of any depreciation fund and/or final losses, as well as the progress
billings for the contract being carried out.
This analysis is carried out on a contract by contract basis: should the difference be positive (due to contracts in
progress greater than the amounts of the progress billings), it is classified among the assets (contracts work-in70
progress); on the other hand, should the difference be negative, it is classified among the liabilities (liabilities for
contracts work-in-progress).
Should the final losses fund for the individual contract exceed the value of the work entered in the assets, this
excess is classified under the provision for risks and charges.
Contracts with payment denominated in foreign currency other than the functional currency (Euro for the Group)
are valuated by converting the accrued share of payments determined based on the completion percentage
method, at the exchange rate ruling at the reporting date for the portion yet not invoiced, and at the exchange
rate ruling at the transaction date for the portion already invoiced.
(l)
Inventories
Inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling
price in the ordinary course of business, less the estimated costs of completion and selling expenses.
The cost determining method selected as a Group principle is the weighted average cost and includes
expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. In the
case of manufactured inventories and works in progress, cost includes an appropriate share of overheads based
on normal operating capacity.
(m) Other financial assets
Other financial assets that the Group intends and is able to hold until maturity are recorded at the fair value of the
initial consideration given in exchange plus the related transaction costs. Subsequently, they are valued on an
amortised-cost basis using the original effective interest method.
Financial assets are derecognised when, following their sale or settlement, the Group is no longer involved in
their management and has transferred all risks and rewards of ownership.
(n) Cash and cash equivalents
Cash and cash equivalents include bank and post current accounts and deposits. Bank overdrafts, advances and
other short-term loans which are repayable on demand and form an integral part of the Group’s cash
managements are considered as components of cash surplus or deficit for cash flow statement purposes.
(o) Impairment of tangible and intangible assets
The carrying amounts of tangible and intangible are reviewed at each balance sheet date to determine whether
there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated.
Even if there are no indication of impairment, for goodwill, assets that have an indefinite useful life and intangible
assets that are not yet available for use, the recoverable amount is estimated at each balance sheet date.
An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds
its recoverable amount. Impairment losses are recognised in the income statement.
Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying
amount of any goodwill allocated to cash-generating units (group of units) and then, to reduce the carrying
amount of the other assets in the unit (group of units) on a pro rata basis.
(i) Calculation of recoverable amount
The recoverable amount of an asset is the greater of their net selling price and value in use. In assessing value
in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset. For an asset
that does not generate largely independent cash inflows, the recoverable amount is determined for the cashgenerating unit to which the asset belongs.
(ii) Reversal of impairment
An impairment loss, except if in respect of goodwill, is reversed and recorded in the income statement, only if the
reasons for the impairment loss cease to exist.
71
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying
amount that would have been determined, net of depreciation or amortization, if no impairment loss had been
recognised.
(p) Equity
(i)
Share capital
Share capital includes the subscribed and paid up Company’s share capital.
(ii) Dividends
Dividends are recognised as a liability in the period in which they are declared.
(q) Amounts payable to banks and other financial creditor
Amounts payable to banks and other financial creditors are recognised initially at fair value less attributable
transaction costs. Subsequent to initial recognition, they are stated at amortised cost with any difference between
cost and redemption value being recognised in the income statement over the period of the borrowings or loans
on an effective interest basis.
(r) Pension funds and other employee benefits
(i) Defined contribution plans
Obligations for contributions to defined contribution pension plans are recognised as an expense in the income
statement as incurred.
(ii) Defined benefit plans
The Group’s net obligation in respect of defined benefit pension plans is calculated separately for each plan by
estimating the amount of future benefit that employees have earned in return for their service in the current and
prior periods; that benefit is discounted to determine its present value, and the fair value of any plan assets is
deducted. The discount rate is the yield at the balance sheet date on AA credit rated bonds that have maturity
dates approximating to the terms of the Group’s obligations. The calculation is performed by a qualified actuary.
(iii) Severance indemnity fund
Employee severance indemnity, mandatory for Italian companies pursuant to art. 2120 of the Italian Civil Code, is
deferred compensation and is based on the employees’ years of service and the compensation earned by the
employee during the service period.
Starting from January 1, 2007, Italian Law introduced for employees the choice to direct their accruing indemnity
either to supplementary pension funds or leave the indemnity as an obligation of the company. Companies that
employ at least 50 employees should transfer the employee severance indemnity to the “Treasury fund”
managed by INPS, the Italian Social Security Institute.
Consequently, the Company’s obligation to INPS and the contributions to supplementary pension funds take the
form, under IAS 19, of a “Defined contribution plan”.
Under IAS 19 - Employee Benefits, the employee severance indemnity as calculated is considered a “Defined
benefit plan” and the related liability recognized in the statement of financial position (Provision for employee
severance indemnities) is determined by actuarial calculations.
According to IAS 19 (Employee Benefits), the remeasurements of actuarial gains and losses are recognized in
other components of other comprehensive income. Service cost of Italian companies that employ less than 50
employees, as well as interest expenses related to the “time value” component of the actuarial calculations (the
latter classified as Finance expenses), are recognized in the separate income statement.
(s) Provision for risks and charges
A provision is recognised in the statement of financial position when the Group has a present legal or
constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be
required to settle the obligation and a reliable estimation of the obligation amount can be done.
Provisions are recorded on the basis of the best estimation of the amount that the Group would pay to settle the
obligation or to transfer it to third parties at the reporting period.
72
If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate
that reflects current market assessments of the time value of money and, where appropriate, the risks specific to
the liability.
(t) Trade payables to third parties
Trade payables are recorded at the amortised cost, using the effective interest method. Trade payables, whose
expiry dates are within the ordinary trade terms, are not discounted.
(u) Other financial liabilities
The other financial liabilities are initially recorded at cost, net of any transaction costs directly attributable to their
creation. Following initial recording, financial liabilities are valued on an amortised-cost basis using the effective
interest method.
Financial liabilities are derecognised when, following their sale or settlement, the Group is no longer involved in
their management and has transferred all risks and rewards of ownership.
(v) Revenue recognition
(i) Contracts work-in-progress
As soon as the outcome of a contract can be estimated reliably, contract revenue and expenses are recognised
in the income statement in proportion to the stage of completion of the contract that is calculated as based on the
between costs effectively incurred and total costs included in the contract budget. An expected loss on a contract
is recognised immediately in the income statement.
(ii) Goods sold and services rendered
Revenue from the sale of goods is recognised in the income statement when the significant risks and rewards of
ownership have been transferred to the buyer. Revenue from services rendered is recognised in the income
statement in proportion to the stage of completion of the transaction at the balance sheet date. The stage of
completion is assessed checking the work performed. No revenue is recognised if there are significant
uncertainties regarding recovery of the consideration due, associated costs or the possible return of goods.
(w) Expenses
(i) Operating lease payments
Payments made under operating leases are recognised in the income statement on a straight-line basis over the
term of the lease. Lease incentives received are recognised in the income statement as an integral part of the
total lease expense.
(ii) Finance lease payments
Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding
liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic
rate of interest on the remaining balance of the liability.
(iii) Net financial expenses
Net financing costs comprise interest payable on borrowings calculated using the effective interest rate method,
dividends, foreign exchange gains and losses except for those related to cash flow hedging operations that are
included in the operating revenues or expenses, and premiums and discounts related to all forward exchange
contracts and swaps on foreign currency.
Interest income is recognised in the income statement as it accrues, using the effective interest method.
Dividends income is recognised in the income statement on the date the entity’s right to receive payments is
established. The interest expense component of finance lease payments is recognised in the income statement
using the effective interest rate method. Borrowing costs that are directly attributable to the acquisition,
construction or production of qualifying assets (as defined under IAS 23 – Borrowing Costs), which are assets
that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised and
amortised over the useful life of the class of assets to which they refer.
All other borrowing costs are expensed when incurred.
73
(x) Income tax
Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the
income statement except to the extent that it relates to items recognised in other comprehensive income or
directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity,
respectively.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or
substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided using the balance sheet liability method, providing for temporary differences between
the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation
purposes.
The following temporary differences are not provided for:
-
goodwill not deductible for tax purposes;
the initial recognition of assets or liabilities that affect neither accounting nor taxable profit;
differences relating to investments in subsidiaries to the extent that they will probably not reverse in the
foreseeable future.
The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying
amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available
against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable
that the related tax benefit will be realised.
Additional income taxes arising from the distribution of dividends are recognised when the liability associated to
the payment of the same dividend is acknowledged. This is justified by the fact that the Group is able to manage
the time plan for the distribution of the reserves and it is probable that they will not be reversed in the foreseeable
future.
(y) Non-current assets held for sale and discontinued operations
Immediately before classification as held for sale, the measurement of the assets (and all assets and liabilities in
a disposal group) is brought up-to-date in accordance with applicable IFRS. Then, on initial classification as held
for sale, non-current assets and disposal groups are recognised at the lower of carrying amount and fair value
less costs to sell.
Impairment losses on initial classification as held for sale are included in profit or loss, even when there is a
revaluation. The same applies to gains and losses on subsequent re-measurement.
A discontinued operation is a component of the Group’s business that represents a separate major line of
business or geographical area of operations or is a subsidiary acquired exclusively with a view to resale.
Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be
classified as held for sale, if earlier. A disposal group that is to be abandoned may also qualify as discontinued
operation.
(z) New accounting principles
Accounting standards, amendments and interpretations applied since 1 January 2014
The following accounting standards and amendments have been adopted by the Group since 1 January 2014:
IFRS 10 – Consolidated Financial Statements
This replaces IAS 27 – Consolidated and separate financial statements, for the part relating to the consolidated
financial statements, and SIC-12 Consolidation – Special purpose entities. The previous IAS 27 was renamed
Separate Financial Statements and only regulates the accounting treatment of investments in the separate
financial statements. The main changes established by the new standard for consolidated financial statements
are the following:
74
•
IFRS 10 establishes a single basic principle for consolidating all types of entities, and this principle is
based upon control. That change removes the incoherence perceived between the previous IAS 27
(based on control) and SIC 12 (based on the transfer of risks and benefits);
•
a more solid definition of control has been introduced than in the past, based upon the simultaneous
presence of the following three elements: (a) power over the investee; (b) exposure, or rights, to variable
returns resulting from involvement with the same; (c) capacity to use the power to affect the amount of
those variable returns;
•
IFRS 10 requires that an investor, in order to assess whether it has control over the investee, focuses on
the activities that significantly affect the returns of the same (concept of relevant activities);
•
IFRS 10 requires that, in assessing the existence of control, only substantive rights, i.e. those that can be
exercised in practice when the decisions relevant to the investee must be taken, are considered;
•
IFRS 10 provides practical guidelines to assist the assessment of the existence of control in complex
situations, such as de facto control, potential voting rights, structured entities, situations in which it is
necessary to establish if those who have decision-making power are acting as agent or principal, etc.
In general terms, the application of IFRS 10 requires a significant degree of discretion on a certain number of
application aspects.
The standard is applicable retrospectively from 1 January 2014. The adoption of that new standard has led to the
consolidation with the integral method of Permasteelisa (Project) Thailand Ltd.
IFRS 11 – Joint arrangements
This replaces IAS 31 – Interests in Joint Ventures and SIC-13 – Jointly controlled entities – Non-monetary
Contributions by Venturers. The new standard, subject to the criteria for identifying the presence of joint control,
provides criteria for the accounts treatment of joint arrangements based upon the rights and obligations deriving
from those agreements rather than on the legal form of the same, distinguishing those agreements between joint
ventures and joint operations. According to IFRS 11, unlike previous IAS 31, the existence of a separate special
purpose entity is not a sufficient condition to classify a joint arrangement as a joint venture. For joint ventures,
where the parties have rights only on the net equity of the agreement, the standard establishes the equity
method as the only method of accounting in the consolidated financial statements. For joint operations, where
the parties have rights over the assets and obligations for the liabilities of the agreement, the standard provides
for the direct recording in the consolidated financial statements (and in the separate financial statements) of the
pro-rata share of assets, liabilities, costs and revenues deriving from the joint operation.
In general terms, the application of IFRS 11 requires a significant degree of discretion in certain business sectors
as regards the distinction between joint ventures and joint operations.
The new standard is applicable retrospectively from 1 January 2014.
Following the issuance of the new standard IFRS 11, IAS 28 – Investments in associates was amended to
include in its scope of application, from the date of effectiveness of the standard, also investments in joint
ventures. The adoption of that new standard has not had any effects on the Group's consolidation area.
IFRS 12 – Disclosure of interests in other entities
A new and complete standard on additional disclosure to be provided in the consolidated financial statements for
each type of investment, therein including those in subsidiaries, joint arrangements, associates, special purpose
entities and other unconsolidated structured entities. The standard is applicable retrospectively from 1 January
2014. The adoption of that new standard did not have any effects on the information provided in the explanatory
notes to the Group's consolidated financial statements.
Amendments to IAS 32 “Offsetting financial assets and financial liabilities”
Clarifications regarding the application of the necessary criteria for offsetting financial assets and liabilities in the
financial statements (i.e. the entity currently has the legal right to offset the sums recorded in the accounts and to
extinguish the residual net or to realise the assets and at the same time pay off the liability). The amendments
are applied retrospectively from 1 January 2014. The adoption of those amendments has not involved effects on
the Group's consolidated financial statements.
75
Amendments to IAS 36 “Impairment of assets - Recoverable amount disclosures for non-financial assets".
The amendments aim to clarify that the disclosures to be provided regarding the recoverable amount of the
assets (including goodwill) or the units generating financial flows subject to impairment test, where their
recoverable value is based on the “fair value” net of disposal costs, concern only the assets or units generating
financial flows for which a loss due to impairment of value has been recorded or restored, during the financial
year. In that case, it is necessary to provide disclosure on the hierarchy of the level of “fair value” in which the
recoverable value falls and the valuation techniques and assumptions used (in the case of level 2 or 3). The
amendments are applied retrospectively from 1st January 2014. The adoption of those amendments has not
involved effects on the Group's consolidated financial statements.
Amendments to IAS 39 “Financial instruments: recognition and measurement - Novation of derivatives and
continuation of hedge accounting”.
The amendments relate to the introduction of some exemptions to the hedge accounting requirements defined by
IAS 39 in the circumstance where an existing derivative must be replaced with a new derivative in a specific case
where this replacement is in relation to a Central Counterparty – CCP following the introduction of a new law or
regulation. The amendments are applied retrospectively from 1st January 2014. The adoption of those
amendments has not involved effects on the Group's consolidated financial statements.
Accounting standards, amendments and interpretations effective from 1 January 2014 and not
relevant for the Group
The following amendments are applicable from 1 January 2014 but were not considered relevant for the Group:
Amendments to IFRS 10, IFRS 12 and IAS 27 “Investment entities”
For investment companies, they introduce an exception to the consolidation of subsidiaries, except in cases
where those subsidiaries provide accessory services to the investment activities performed by investment
companies. In application of those amendments, investment companies must value their investments in
subsidiaries at “fair value”. The following criteria were introduced for the qualification as investment company
and, therefore, to be able to access the aforementioned exception;
•
obtain funds from one or more investors with the aim of providing their investment management services;
•
commitment towards its investors to pursue the purposes of investing the funds exclusively to obtain
returns from the revaluation of capital, from the income from the investment or both; and
•
measure and value the performance of essentially all the investment based upon the "fair value”.
Those amendments are applied, together with the standards of reference, from 1 January 2014. The adoption of
those amendments has not involved any effects on the Group's consolidated financial statements.
Accounting standards, amendments and interpretations not yet in force and applied in advance
by the Group
There are no accounting standards, amendments and interpretations not yet in force and applied in advance by
the Group.
Accounting standards, amendments and interpretations not yet applicable and not adopted in
advance by the Group
On 20 May 2013 the interpretation IFRIC 21 – Levies was published, providing clarifications on the time to record
a liability connected to levies (other than income taxes) imposed by a government body. The standard addresses
both liabilities for levies falling within the scope of application of IAS 37 - Provisions, contingent liabilities and
contingent assets, and for those levies whose timing and amount is certain. The interpretation is applied
retrospectively for annual years beginning on or after 17 June 2014. The directors expect that the adoption of
that new interpretation will not involve effects on the Group's consolidated financial statements.
76
On 12 December 2013 the IASB published the document “Annual Improvements to IFRSs: 2010-2012 Cycle”
which incorporates changes and some principles as part of the annual improvement process of the same. The
main changes concern:
•
IFRS 2 Share Based Payments – Definition of vesting condition. Changes have been made to the
definitions of “vesting condition” and “market condition” and the additional definitions of “performance
condition” and “service condition” (previously included in the definition of “vesting condition”) have been
added;
•
IFRS 3 Business Combination – Accounting for contingent consideration. The amendment clarifies that a
contingent consideration as part of a business combination classified as a financial asset or liability must
be measured at “fair value” at every accounting period closing date and the “fair value” variations must
be recorded in the income statement or among the elements of the comprehensive income based upon
the requirements of IAS 39 (or IFRS 9);
•
IFRS 8 Operating segments – Aggregation of operating segments. The amendments require an entity to
provide disclosure in relation to the valuations made by management in applying the criteria of
aggregation of operating segments, including a description of the aggregated operating segments and
the economic indicators considered in determining if those operating segments have similar economic
characteristics;
•
IFRS 8 Operating segments – Reconciliation of total of the reportable segments’ assets to the entity’s
assets. The amendments clarify that the reconciliation between the total assets of the operating
segments and the total of the assets as a whole of the entity must be presented only if the total of the
assets of the operating segments is regularly revised by the highest operational decision-making level of
the entity;
•
IFRS 13 “Fair value” Measurement – Short-term receivables and payables. The Basis for Conclusions of
that standard has been changed in order to clarify that, with the issuance of IFRS 13, and the
consequent amendments to IAS 39 and IFRS 9, the possibility remains valid of accounting for short-term
trade receivables and payables without identifying the discounting effects, where those effects are not
material;
•
IAS 16 Property, plant and equipment and IAS 38 Intangible Assets – Revaluation method: proportionate
restatement of accumulated depreciation/amortization. The changes removed the incoherence in
identifying amortisation provisions when a tangible or intangible asset is subject to revaluation. The
requirements provided by the changes clarify that the gross carrying value is adjusted in a manner
consistent with the revaluation of the carrying value of the asset and that the amortisation provision is
equal to the difference between the gross carrying value and the net carrying value of the impairment
losses recorded;
•
IAS 24 Related Parties Disclosures – Key management personnel. It is clarified that where the services
of key management personnel are provided by an entity (and not by an individual), that entity is to be
considered in any case a related party.
•
The changes are applied at the latest commencing from the annual years beginning on or after 1
February 2015.
The directors do not expect a significant effect on the Group's consolidated financial statements from the
adoption of those amendments.
On 12 December 2013 the IASB published the document “Annual Improvements to IFRSs: 2011-2013 Cycle”
which incorporates the changes to some standards as part of the annual improvement process of the same. The
main changes concern:
i.
IFRS 3 Business Combinations – Scope exception for joint ventures. The change clarifies that paragraph
2(a) of IFRS 3 excludes from the scope of application of IFRS 3 the formation of all types of joint
arrangement, as defined by IFRS 11;
ii.
IFRS 13 “Fair value” Measurement – Scope of portfolio exception (paragraph 52). The change clarifies
that the portfolio exception included in paragraph 52 of the IFRS 13 is applied to all contracts included in
77
the scope of application of IAS 39 (or IFRS 9) irrespective of whether or not they satisfy the definition of
financial assets and liabilities provided by IAS 32;
iii.
IAS 40 Investment Properties – Interrelationship between IFRS 3 and IAS 40. The change clarifies that
IFRS 3 and IAS 40 are not mutually exclusive and that, in order to determine if the purchase of a
property falls within the scope of application of IFRS 3 or IAS 40, reference must be made respectively to
the specific indications provided by IFRS 3 or by IAS 40.
The changes are applied commencing from annual years beginning on or after 1 January 2015. The directors do
not expect a significant effect on the Group's consolidated financial statements from the adoption of those
amendments.
On 21 November 2013 the IASB published the amendment to IAS 19 “Defined Benefit Plans: Employee
Contributions”, which proposes presenting the contributions (relating only to the service provided by the
employee in the financial year) made by employees or third parties to defined benefit plans in reduction of the
service cost of the financial year in which that contribution is paid. The need for that proposal arose with the
introduction of the new IAS 19 (2011), where it is deemed that those contributions are to be interpreted as a postemployment benefit, rather than a short-term benefit and, therefore, that that contribution must be spread over
the years of service of the employee. The changes are applied commencing from annual years beginning on or
after 1 February 2015. The directors do not expect a significant effect on the Group's consolidated financial
statements from the adoption of this amendment.
At the date of reference of these consolidated financial statements, the relevant bodies of the European Union
have not yet concluded the approval process required for the adoption of the amendments and principles
described below.
-
On 30 January 2014 the IASB published the standard IFRS 14 – Regulatory Deferral Accounts which allows
only first-time adopters of the IFRS to continue to record the amounts relating to rate regulation activities
(“Rate Regulation Activities”) according to the previous accounting standards adopted. As the
Company/Group is not a first-time adopter, that standard is not applicable.
-
On 6 May 2014 the IASB issued some amendments to the standard IFRS 11 Joint Arrangements –
Accounting for acquisitions of interests in joint operations” relating to the accounting for acquisitions of
interests in a joint operation whose activity constitutes a business in the meaning provided by IFRS 3. The
changes require, for these cases, the application of the standard set out by IFRS 3 relating to the recording
of the effects of a business combination.
The amendments are applicable commencing from 1 January 2016 but they may be applied in advance.
The directors do not expect a significant effect on the Group's consolidated financial statements from the
adoption of these amendments.
-
On 12 May 2014 the IASB issued some amendments to IAS 16 Property, plant and Equipment and to IAS
38 Intangibles Assets – “Clarification of acceptable methods of depreciation and amortisation”. The changes
to IAS 16 establish that the amortisation criteria determined based upon revenues are not appropriate as,
according to the amendment, the revenues generated by an activity that includes the use of the asset
subject to amortisation generally reflect factors other than only the consumption of the economic benefits of
that asset. The changes to IAS 38 introduce a related presumption, according to which an amortisation
criterion based upon revenues is usually considered inappropriate for the same reasons established by the
amendments introduced to IAS 16. In the case of intangible assets, this presumption may, however, be
overcome, but only in limited and specific circumstances.
The amendments are applicable from 1 January 2016 but may be applied in advance. The directors do not
expect a significant effect on the Group's consolidated financial statements from the adoption of these
amendments.
-
On 28 May 2014 the IASB published the standard IFRS 15 – Revenue from Contracts with Customers which
is intended to replace the standards IAS 18 – Revenue and IAS 11 – Construction Contracts, as well as the
interpretations IFRIC 13 – Customer Loyalty Programmes, IFRIC 15 – Agreements for the Construction of
Real Estate, IFRIC 18 – Transfers of Assets from Customers and SIC 31 – Revenues-Barter Transactions
Involving Advertising Services. The standard establishes a new model of recording revenues, which will be
78
applied to all contracts entered into with customers excluding those which fall within the scope of application
of other IAS/IFRS standards such as leases, insurance contracts and financial instruments. The essential
steps for recording revenues in accordance with the new model are:
o
o
o
o
o
the identification of the contract with the customer;
the identification of the performance obligations of the contract;
the determination of the price;
the allocation of the price to the performance obligations of the contract;
the criteria of recording the revenues when the entity satisfies each performance obligation.
The standard is applicable commencing from 1 January 2017 but it may be applied in advance. Any impacts on
the Group's consolidated financial statements deriving from those changes are currently being assessed.
-
On 24 July 2014 the IASB published the final version of IFRS 9 – Financial Instruments. The document
encompasses the results of the phases relating to Classification and Measurement, Impairment, and Hedge
Accounting, of the IASB project aimed at replacing IAS 39. The new standard, which replaces the previous
versions of IFRS 9, must be applied by financial statements commencing on or after 1 January 2018.
Following the 2008 financial crisis, upon the application of the main financial and political institutions, the
IASB began the project aimed at replacing IFRS 9 and it proceeded by phases. In 2009 the IASB published
the first version of IFRS 9 which dealt solely with the Classification and Measurement of financial assets;
subsequently, in 2010, the criteria relating to the classification and measurement of financial liabilities and
derecognition (the latter issue was transposed unaltered from IAS 39) were published. In 2013 IFRS 9 was
altered to include the general model of hedge accounting. Following the current publication, which also
includes impairment, IFRS 9 is to be considered completed with the exception of criteria regarding macro
hedging, on which the IASB has undertaken an autonomous project.
The standard introduces new criteria for the classification and measurement of financial assets and
liabilities. In particular, for financial assets, the new standard uses a single approach based upon the
methods of managing financial instruments and on the characteristics of the contractual cash flows of those
financial assets in order to determine their measurement criterion, replacing the different rules provided by
IAS 39. For financial liabilities, on the other hand, the main change concerns the accounting treatment of
“fair value” variations of a financial liability designated as a financial liability measured at “fair value” through
the income statement, where these changes are due to the variation of the credit rating of the issuer of that
liability. According to the new standard, those variations must be identified in the “Other comprehensive
income” statement and no longer in the income statement.
With reference to the impairment model, the new standard requires that the estimate of losses on
receivables is performed on the basis of the expected losses model (and not on the incurred losses model)
using information supportable and available at no cost or unreasonable effort, which includes historical,
current and prospective data. The standard provides that that impairment model is applied to all financial
instruments, or to financial instruments valued at amortised cost, to those measured at “fair value” through
other comprehensive income, to receivables deriving from rental contracts and to trade receivables.
Finally, the standard introduces a new hedge accounting model with the aim of adjusting the requirements
provided by the current IAS 39 which have occasionally been considered too stringent and inappropriate to
reflect the risk management policies of companies. The main innovations of the document concern:
i.
increase of the types of transactions eligible for hedge accounting, also including risks of nonfinancial assets/liabilities eligible to be managed in hedge accounting;
ii.
change of the methods of recording forward contracts and options when included in a hedge
accounting relationship in order to reduce the volatility of the income statement;
iii.
changes to the effectiveness test by way of the replacement of the current methods based upon
the parameter of 80-125% with the principle of “economic relationship” between the hedged item
and the hedging instrument; in addition, a valuation of the retrospective effectiveness of the
hedging relationship will no longer be required;
79
The greater flexibility of the new accounting rules is counterbalanced by additional disclosure requirements on
risk management activities of the company. Any impacts on the Group's consolidated financial statements
deriving from those changes are currently being assessed.
-
On 12 August 2014 the IASB published the amendment to IAS 27 - Equity Method in Separate Financial
Statements. The document introduces the option of using in the separate financial statements of an entity
the equity method for the measurement of investments in subsidiary companies, joint control companies and
associated companies. As a consequence, following the introduction of the amendment, an entity may
identify those investments in its own separate financial statements alternatively:
i.
at cost; or
ii.
according to the provisions of IFRS 9 (or IAS 39); or
iii.
using the equity method.
The changes shall apply commencing from 1 January 2016 but they may be applied in advance. Any impacts on
the Group's consolidated financial statements deriving from those changes are currently being assessed.
-
On 11 September 2014 the IASB published the amendment to IFRS 10 and IAS 28 Sales or Contribution of
Assets between an Investor and its Associate or Joint Venture. The document was published in order to
resolve the current conflict between IAS 28 and IFRS 10.
According to the provisions of IAS 28, the profit or loss resulting from the sale or contribution of a nonmonetary asset to a joint venture or associate in exchange for a share in the capital of the latter is limited to
the share held in the joint venture or associate by the other investors extraneous to the transaction.
Conversely, the standard IFRS 10 provides for the recording of the entire profit or loss in the case of loss of
control of a subsidiary, even if the entity continues to hold a non-controlling share in the same, including in
that case also the sale or contribution of a subsidiary to a joint venture or associate. The changes introduced
provide that in a sale/contribution of an asset or a subsidiary to a joint venture or associate, the
measurement of the profit or loss to be recorded in the financial statements of the seller/contributor depends
upon whether or not the assets or the subsidiary sold/contributed constitute a business, in the exception
provided by the standard IFRS 3. Where the assets or subsidiary company sold/contributed represents a
business, the entity must record the profit or loss on the entire share previously held; while, in the opposite
case, the share of profit or loss relating to the share still held by the entity must be eliminated. The changes
apply commencing from 1 January 2016 but may be applied in advance. The directors do not expect a
significant effect on the Group's consolidated financial statements from the adoption of these amendments.
-
On 25 September 2014 the IASB published the document “Annual Improvements to IFRSs: 2012-2014
Cycle”. The changes introduced by the document must be applied commencing from annual years
beginning on or after 1 January 2016.
The document introduces changes to the following standards:
•
IFRS 5 – Non-current Assets Held for Sale and Discontinued Operations. The change introduces
guidelines specific to the standard in the case where an entity reclassifies an asset (or a disposal
group) from the held-for-sale category to the held-for-distribution category (or vice versa), or where
the classification requirements of an asset as held-for-distribution are no longer in place. The
changes define that (i) those reclassifications should not be considered as a variation to a sale plan
or a distribution plan and that the same classification and measurement criteria remain valid; (ii)
assets that no longer respect the classification criteria provided for the held-for-distribution should
be treated in the same way as an asset that ceases to be classified as held-for-sale;
•
IFRS 7 – Financial Instruments: Disclosure. The changes regulate the introduction of further
guidelines to clarify if a servicing contract constitutes a residual involvement in a transferred asset
for the purposes of disclosure required in relation to the transferred assets. In addition, it is clarified
that disclosure on the offsetting of financial assets and liabilities is not usually explicitly required for
interim financial statements. However, that disclosure may be required to respect the requirements
provided by IAS 34, where it is significant information;
•
IAS 19 – Employee Benefits. The document introduces changes to IAS 19 in order to clarify that the
high quality corporate bonds used to determine the discount rate of post-employment benefits
80
should be in the same currency used for the payment of the benefits. The changes specify that the
breadth of the market of high quality corporate bonds to be considered is that at the level of
currency;
•
IAS 34 – Interim Financial Reporting. The document introduces changes in order to clarify the
requirements to be respected where the requested disclosure is presented in the interim financial
report, but outside the interim financial statements. The change specifies that that disclosure should
be included by way of a cross-reference from the interim financial statements to other parts of the
interim financial report and that that document is available to readers of the financial statements in
the same way and with the same timescales as the interim financial statements.
The directors do not expect a significant effect on the Group's consolidated financial statements from the
adoption of these amendments.
-
On 18 December 2014 the IASB published the amendment to IAS 1 - Disclosure Initiative. The aim of the
amendment is to provide clarifications in relation to disclosure that may be perceived as impediments to a
clear and intelligible preparation of financial statements. The changes made are as follows:
•
Materiality and aggregation: it is clarified that a company must not obscure information by
aggregating or disaggregating it and that considerations relating to materiality apply to the financial
statements, explanatory notes and the specific disclosure requirements of the IFRS. The disclosures
requested specifically by the IFRS must be provided only if the information is material;
•
Statement of the capital and financial situation and comprehensive income statement: it is clarified
that the list of items specified by IAS 1 for these statements may be disaggregated and aggregated
as appropriate. A guideline is also provided on use of subtotals within the tables;
•
Presentation of elements of Other Comprehensive Income (“OCI”): it is clarified that the share of
OCI of associates and joint ventures consolidated with the equity method must be presented in
aggregate in a single item, in turn broken down between components susceptible to future
reclassifications in the income statement or otherwise;
•
Explanatory notes: it is clarified that entities enjoy flexibility in defining the structure of the
explanatory notes and a guideline is provided on how to present a systematic order to those notes,
for example:
i.
Giving prominence to those that are most relevant for the purposes of comprehending the capital
and financial position (e.g. grouping together information on particular assets);
ii.
Grouping together elements measured according to the same criterion (e.g. assets measured at
“fair value”);
iii.
Following the order of the elements presented in the statements.
The changes introduced by the document must be applied commencing from annual years beginning on or after
1 January 2016. The directors do not expect significant effects on the Group's consolidated financial statements
as a result of adopting those changes.
On 18 December 2014 the IASB published the document “Investment Entities: Applying the Consolidation
Exception (Amendments to IFRS 10, IFRS 12 and IAS 28)”, containing amendments relating to issues that
emerged following the application of the consolidation exception granted to investment entities. The changes
introduced by the document must be applied commencing from annual years beginning on or after 1 January
2016; however, its advance adoption is permitted. The directors do not expect any significant effect in the
Group's financial statements from the adoption of those changes as the company does not meet the definition of
investment company.
81
Notes to the Consolidated Financial Statements
1. Assets classified as held for sale
There are no assets classified as held for sale.
2. Acquisitions of subsidiaries
No acquisitions incurred during the period.
3. Operating revenues
Operating revenues broken down by product are shown below:
2014
2013
1,128,205
171,380
109,559
968,371
183,432
244,475
1,409,144
1,396,278
2014
2013
North America
South America
416,456
6,976
265,028
10,301
Benelux
France
Germany
Italy
Poland
Spain
Switzerland
United Kingdom
Ireland
10,123
30,685
28,451
35,457
70
14,953
46,458
167,633
710
36,300
28,434
57,834
40,230
95
11,481
29,135
135,047
106
Georgia
Other European countries
Other Central Asian countries
Other African countries
43
37,830
34,981
794
1,908
38,331
19,758
159
United Arab Emirates
Qatar
Other Middle Eastern countries
5,775
87,635
80,853
4,160
257,116
94,664
36,876
150,609
28,267
64,138
2,465
768
27,954
48,556
10,142
13,869
20,803
136,308
28,441
64,921
112
396
22,917
40,816
2,334
8,945
In thousands of Euro
Curtain walls
Interiors
Other
Operating revenues broken down by geographical area are shown below:
In thousands of Euro
Australia
China
Japan
Hong Kong
India
Korea
Russia
Singapore
Taiwan
Thailand
82
4,114
4,126
15,503
36,072
1,409,144
1,396,278
Macau
Other Asian countries
Total
4. Other operating income
The Other operating income included in the total operating revenues area is shown below:
In thousands of Euro
Gains on tangible and intangible assets disposal
Rental income
Insurance indemnities
Sale of scrap
Other revenues
2014
2013
163
1,254
169
1,897
8,921
130
890
128
2,128
8,131
12,404
11,407
The item "Other operating income" includes Euro 5.7 million of the reimbursement from a vendor for damages.
The Group, with its rights, already legally recognized, has taken further steps to collect the reimboursement. The
position of the Group is also adequately supported by the legal opinions.
5. Raw materials and consumables used and services expenses and use of third
party assets
With reference to the Group's activity, the comparison between different periods of the value of raw materials and
consumables used and services expenses and use of third party assets is not very significant as it depends on
the different costs mix of job orders executed in each period.
The percentage impact of the item raw materials and consumables used over the total operating revenues
increases from 31.2% to 33.2%, while the percentage impact of the item services expenses and use of third party
assets over the total operating revenues decreased from 43.7% to 38.2%.
It is worth to be highlight that the item services expenses and use of third party assets expenses includes
remuneration due to auditors amounting to Euro 92 thousand.
6. Personnel expenses
In thousands of Euro
Wages and salaries
Social contribution
Contributions to defined contribution plans
Increase in liability for severance indemnities fund
Severance indemnities assigned to pension fund or Inps
Increase in liability for defined benefit plans
Increase in liability for other long-term benefits
Termination benefits
Other personnel costs
2014
2013
274,336
35,797
746
97
2,196
(6)
590
585
17,702
332,043
250,659
33,388
659
83
2,118
(390)
701
46
18,041
305,305
The Personnel expenses have increased from 22% to 24%.
The average workforce for the period was 6,901 units.
83
7. Depreciation, amortization and impairment losses
In thousands of Euro
Tangible assets depreciation
Intangible assets amortization
Impairment losses
2014
2013
12,411
7,699
0
14,054
7,538
0
20,110
21,592
8. Bad debts provision
In thousands of Euro
Bad debts provision
2014
2013
(2,824)
(299)
(2,824)
(299)
The variance in respect to previous period is mainly due to the release of Euro 3.5 million of the provision related
to a credit in the Middle East area that is considered collectable in the short term.
Please refer to note 23 relating to Trade receivables from third parties for a more detailed analysis.
9. Provision for risks and charges
In thousands of Euro
Provision for disputes and legal actions
Provision for warranties
Provision for jobs
Other provisions
2014
2013
(420)
(243)
1,285
0
523
(8,139)
(2,725)
0
622
(10,341)
Please refer to note 33 relating to Provisions for risks and charges for a more detailed analysis.
10. Other operating expenses
In thousands of Euro
Other taxes
Custom duties
Losses on tangible and intangible assets disposal
Utilization of Bad debts provision
Trade receivables write-off
Other expenses
2014
2013
13,418
77
(14)
(1,819)
684
(256)
6,899
11
405
(1,783)
2,675
2,471
12,090
10,678
84
11. Net financial expenses
In thousands of Euro
Dividends and other incomes
Interest income
Exchange rate gains
Commodities gains on hedging without effectiveness
Exchange rate gains
Financial income on foreign currency risk hedging
Commercial income on foreign currency risk hedging
Commercial income on commodities hedging
Total financial income
Bank interests expenses
Loan commissions expenses
Exchange rate losses
Lease interests expenses
Bank charges
Other interests expenses
Financial expenses on foreign currency risk hedging
Commercial expenses on foreign currency risk hedging
Commercial expenses on commodities hedging
Total financial expenses
Total net financial expenses
2014
2013
470
650
52,313
54
8
721
1,477
0
55,693
6,864
457
50,013
7
725
1,170
704
3,758
398
64,096
(8,403)
0
580
21,518
12
11
556
1,412
(8)
24,081
5,074
744
25,858
10
567
365
570
4,349
42
37,579
(13,498)
In addition, the profit and losses on foreign exchange rates reported in the table respectively includes gains for
Euro 28,112 thousands (2013: Euro 4,381 thousands) and losses for Euro 21,078 thousands (2013: Euro 6,852
thousands) arising from year end closing evaluation.
12. Revaluation of equity investments
In thousands of Euro
Permasteelisa Projects (Thailand) Co. Ltd (*)
(*) consolidated company with line by line method in 2014
2014
2013
0
138
0
138
Revaluations of equity investments are the consequence of the fair value valuation of equity investments in nonconsolidated subsidiaries and of the valuation based on the net equity method of associated companies.
13. Write-downs of equity investments
In thousands of Euro
2014
2013
Permasteelisa Projects (Thailand) Co. Ltd. (*)
0
0
(*) consolidated company with line by line method in 2014
0
0
Write-downs of equity investments are the consequence of the fair value valuation of equity investments in nonconsolidated subsidiaries and of the valuation based on the net equity method of associated companies.
85
14. Income tax expense
Taxes recognised in the income statement
In thousands of Euro
Current tax expenses
Current year
Adjustments for prior years (*)
Deferred tax expenses
Origination and reversal of temporary differences
Originary tax rates change
Irap tax rate variation
Adjustments for prior years (**)
Tax losses
Total income tax expense in the income statement
2014
2013
19,065
2,027
21,092
6,256
771
7,027
3,687
76
0
(4,339)
3,631
3,055
24,147
(2,368)
0
0
(427)
(848)
(3,643)
3,384
(*) Includes appropriations for tax checks and inspections
(**) Includes write-downs or advance taxes booked to previous periods
Reconciliation of effective tax rate
In thousands of Euro
Profit before tax
Income tax using the domestic corporation tax rate
Effect of tax rates in foreign jurisdictions
Non-deductible expenses
Effect of majored tax rate on specific gains
Tax exempt revenues
Tax benefits not recognised in the income statement
Current tax benefits not recognised in the income statement
Tax benefits recognised but not utilised
Effect of tax benefits utilised not recognized in prior years
Changes in tax rate
Under/(Over) provision for prior year current tax
Under/(Over) provision for prior year deferred tax
Irap
Other taxes
Other
2014
2013
33,871
12,936
27.5%
0.2%
19.7%
0.0%
5.3%
0.8%
0.8%
-12.7%
5.9%
-0.2%
-1.0%
5.6%
5.2%
3.3%
10.9%
9,266
52
6,676
0
1,770
265
287
(4,287)
2,010
(55)
(364)
1,918
1,786
1,122
3,701
27.5%
-42.6%
2.4%
0.0%
-7.2%
-13.2%
-4.7%
17.0%
66.27%
0.3%
6.0%
-3.3%
9.3%
-0.7%
3.2%
3,558
(5,506)
315
0
(925)
(1,710)
(610)
(2,208)
8,573
35
771
(427)
1,206
(97)
409
71.3%
24,147
26.2%
3,384
Current income taxes include charges of around Euro 5 million related to the settlement of a tax dispute
concerning the tax year 2010 and referred to an extraordinary international transaction.
86
15. Intangible assets
Development costs
Rights to use
intellectual property
Licences and trademarks
Other intangible assets
Intangible assets in
progress and
advances
Total
Balance at 1 January 2013
Acquisitions
Other increases
Disposals
Consolidation area variations
Other decreases
Amortization
Impairment losses
Exchange rate differences on translation
Balance at 31 December 2013
15
0
0
0
0
0
(5)
0
0
10
4,594
648
171
0
0
(78)
(1,568)
0
(15)
3,752
1
0
0
0
0
0
0
0
0
1
95,646
504
0
0
30
0
(5,965)
0
(29)
90,186
570
1,089
0
0
0
(116)
0
0
0
1,543
100,826
2,241
171
0
30
(194)
(7,538)
0
(44)
95,492
Balance at 1 January 2014
10
3,752
828
886
1
90,186
1,269
(185)
1,543
1,525
258
(6,138)
75
(1,073)
95,492
3,622
701
0
4
(716)
(7,699)
99
85,465
1,995
In thousands of Euro
Acquisitions
Other increases
Disposals
Consolidation area variations
Other decreases
Amortization
Impairment losses
Exchange rate differences on translation
Balance at 31 December 2014
(5)
5
4
99
(1,556)
24
4,037
1
91,503
87
Carrying amounts
At 1 January 2013 attributable to:
Cost
Accumulated amortization
At 31 December 2013 attributable to:
Cost
Accumulated amortization
At 1 January 2014 attributable to:
Cost
Accumulated amortization
At 31 December 2014 attributable to:
Cost
Accumulated amortization
2,433
(2,418)
15
16,179
(11,585)
4,594
1
0
1
179,205
(83,559)
95,646
570
0
570
198,388
(97,562)
100,826
2,433
(2,423)
10
16,765
(13,013)
3,752
1
0
1
179,695
(89,509)
90,186
1,543
0
1,543
200,437
(104,945)
95,492
2,433
(2,423)
10
16,765
(13,013)
3,752
1
0
1
179,695
(89,509)
90,186
1,543
0
1,543
200,437
(104,945)
95,492
2,433
(2,428)
5
18,684
(14,647)
4,037
848
(847)
1
181,414
(95,949)
85,465
1,995
0
1,995
205,374
(113,871)
91,503
The increase for the period in the software category under the item “Rights to use intellectual property” is due to the investments made in Parent company (Euro 656
thousand) further developments of applications and for the acquisition of new licences for computer systems. In particular, the company proceeded to purchase new
licences for already existing products, such as those for the adjustment of the licence to the Simpana solution for managing Backup (further 50 TB of data) for Euro 88
thousand, Autodesk Navisworks BIM licenses for Euro 82 thousand, and purchase the developments of applications mainly for the Fast Closing project, such as
Consolidation Tool SAP BOPC for Euro 138 thousand, the Logistic Platform for Materials for Euro 63 thousand, the upgrade to SAP BW for Euro 25 thousand, and other
developments related to SAP ERP and SAP BOPC for Euro 200 thousand.
The increase of the period of the item “Other intangible assets” is related to the development of design and implementation process of the Fast Closing within the Group
for Euro 1.073 thousand.
The increase of the period of the item “Intangible assets in progress and advances” is mainly related to the initialization of the P3 (P-Cube) project on digitization and
archiviation of documents relavant to production process in Permasteelisa for Euro 475 thousand, and software purchase aimed to the integration of Italian companies for
Euro 238 thousand, and other softwares under development for Euro 177 thousand.
88
Impairment losses and subsequent reversal
During the year, the management has assessed the existence of indicators of impairment losses by considering both external sources and internal ones and has
concluded that for the year 2014 there were no indications of impairment losses as a result of which it had been necessary for the Group to assess the recoverable
amount of intangible assets, in particular with reference to the “customer relationship” identified during the allocation of the excess cost paid by Terre Alte S.p.A. for the
acquisition of PermasteelisaGroup.
89
16. Tangible assets
Land and buildings
Plant and
machinery
Equipments
Other tangible
assets
Tangible assets in
progress and
advances
Total
Balance at 1 January 2013
Acquisitions
Other increases
Transfer to assets classified as held for sale
Disposals
Consolidation area variations
Other decreases
Amortization
Impairment losses
Exchange rate differences on translation
Balance at 31 December 2013
68,821
176
141
0
0
0
0
(2,999)
0
(501)
65,638
14,182
2,778
418
0
(154)
0
0
(3,290)
0
(393)
13,541
6,181
3,179
98
0
(48)
0
0
(3,308)
0
(177)
5,925
11,530
3,818
962
0
(225)
27
(799)
(4,457)
0
(430)
10,426
943
353
0
0
(66)
15
(797)
0
0
(2)
446
101,657
10,304
1,619
0
(493)
42
(1,596)
(14,054)
0
(1,503)
95,976
Balance at 1 January 2014
Acquisitions
Other increases
Transfer to assets classified as held for sale
Disposals
Consolidation area variations
Other decreases
Amortization
Impairment losses
Exchange rate differences on translation
Balance at 31 December 2014
65,638
423
145
0
0
13,541
3,013
615
0
24
(1)
(2,948)
0
642
14,886
10,426
4,656
(26)
0
(80)
68
90
(4,146)
0
739
11,727
446
5,152
(3)
(2,988)
0
943
64,158
5,925
4,503
25
0
(128)
41
0
(2,329)
0
394
8,431
95,976
17,747
759
0
(184)
110
(743)
(12,411)
0
2,969
104,223
In thousands of Euro
0
(828)
0
251
5,021
90
Carrying amounts
At 1 January 2013 attributable
to:
Cost
Accumulated amortization
At 31 December 2013
attributable to:
Cost
Accumulated amortization
At 1 January 2014 attributable
to:
Cost
Accumulated amortization
At 31 December 2014
attributable to:
Cost
Accumulated amortization
127,232
(58,411)
68,821
56,990
(42,808)
14,182
31,479
(25,298)
6,181
41,699
(30,169)
11,530
943
0
943
258,343
(156,686)
101,657
126,840
(61,202)
65,638
57,919
(44,378)
13,541
33,616
(27,691)
5,925
43,172
(32,746)
10,426
446
0
446
261,993
(166,017)
95,976
126,840
(61,202)
65,638
57,918
(44,378)
13,540
33,616
(27,691)
5,925
43,173
(32,746)
10,427
446
0
446
261,994
(166,018)
95,976
126,846
(62,688)
64,158
60,340
(45,454)
14,886
36,640
(28,209)
8,431
48,673
(36,946)
11,727
5,021
0
5,021
277,520
(173,297)
104,223
The main increases were made in Benelux for Euro 0.4 million (2013: Euro 0.6 million), in Germany for Euro 4.4 million, in Thailand for Euro 5.7 million, in China for Euro
2.2 million, in Italy for Euro 1.5 million (2013: Euro 1.5 million) and in United States of America for Euro 2.1 million (2013: Euro 1.7 million) and are mainly due to the
increase in the production capacity and the replacement and innovation of the plants.
No significant asset disposals occurred during the period.
91
Impairment losses and subsequent reversal
At the reporting date there have not been particular indications of impairment losses related to tangible assets.
Leased plant and machinery
As at 31 December 2014 the Group holds leased plant and machinery for an amount of Euro 104 thousand
(2013: Euro 144 thousand); please refer to note 30 related to payables to banks and other financial creditors.
Tangible assets in progress
As at 31 December 2014 the Group holds tangible assets under construction for the total amount of Euro 5,021
thousand (2013: Euro 446 thousand). The increase of Euro 5.1 million is due to the investments in Asia region for
Euro 3.7 million, in Germany for Euro 0.9 million, and in Italy for Euro 0.5 million.
Other information
As at 31 December 2014 the Group doesn’t have mortgages on buildings and other tangible assets, please refer
to the note 42 related to contingencies.
17. Equity investments in not consolidated subsidiaries
The Group has the following equity investments in not consolidated subsidiaries:
% ownership
Country
In thousands of Euro
Hungary
Permasteelisa Epitoipari Kft – winding up
Carrying amount
31
December
2014
31
31
31
December December December
2013
2014
2013
100.00%
100.00%
0
0
0
0
Summary financial information on not consolidated subsidiaries – 100%:
Assets
In thousands of Euro
Liabilities
Net Equity
Revenues
Profit/(Loss)
31 December 2014
Permasteelisa Epitoipari Kft - winding up
4
4
Assets
In thousands of Euro
31 December 2013
Permasteelisa Epitoipari Kft - winding up
0
0
Liabilities
4
4
4
4
Net Equity
0
0
4
4
0
0
Revenues
0
0
Profit/(Loss)
0
0
0
0
18. Equity investments in associated companies
The Group has the following equity investments in associated companies:
% ownership
In thousands of Euro
Country
Unifront B.V.
Mobil Project S.p.A.
Holland
Italy
Carrying amount
31
December
2014
31
December
2013
31
December
2014
31
December
2013
26%
20%
26%
20%
0
6,083
0
6,083
6,083
6,083
92
Summary financial information on associated companies – 100%:
Assets
In thousands of Euro
Liabilities
Net Equity
Revenues
Profit/(Loss)
31 December 2014
Unifront B.V. (*)
Mobil Project S.p.A.
7
23,598
426
12,567
(419)
11,031
0
37,180
134
2,062
(*) Latest available statement: 31 December
2013
23,605
12,993
10,612
37,180
2,196
Assets
In thousands of Euro
Liabilities
Net Equity
Revenues
Profit/(Loss)
31 December 2013
Unifront B.V. (*)
Permasteelisa Projects (Thailand) Ltd.
Mobil Project S.p.A.
17
11,237
35,505
570
11,374
24,553
(553)
(137)
10,952
0
10,748
49,148
(17)
255
3,369
(*) Latest available statement: 31 December
2012
46,838
36,491
10,347
59,975
3,489
19. Other non-current assets
The balance as at 31 December 2014 includes the Parent company's equity investment in Consorzio
Interaziendale Prealpi for Euro 77,5 thousand (2013: Euro 77,5 thousand), the Group's 50% equity investment in
the consortium Cladding Technology Italy (CTI) for Euro 25 thousand (2013: Euro 25 thousand), the Parent
company's equity investment in Consorzio Dyepower for Euro 932 thousand (2013: Euro 932 thousand) and the
company's 18% equity investment in Interoxyd AG for Euro 39 thousand (2013: Euro 39 thousand).
20. Deferred tax assets and liabilities
The caption amounting to Euro 45 thousand (2013: Euro 40 thousand) is related to investments in other
secondary securities.
21. Deferred tax assets and deferred tax liabilities
Deferred tax assets and liabilities are attributable to the following:
Assets (-)
In thousands of Euro
Tangible assets
Intangible assets
Other investments
Inventories
Trade receivables
Financial payables
Pension funds and other
employee benefits
Provisions for risks and
charges
Trade payables
Hedging
Other items
Tax value of loss carryforwards
Tax (assets)/liabilities
Liabilities (+)
Net
2014
2013
2014
2013
2014
2013
(1,142)
(113)
0
(4,650)
0
(1,662)
(8,276)
(1,377)
(630)
(341)
(1,207)
(812)
(1,273)
(2,477)
6,849
23,131
0
13,818
0
0
(116)
(964)
32,872
4,276
10,617
23
0
33
5,707
23,018
0
9,168
0
(1,662)
(8,392)
(2,341)
32,242
3,935
9,410
(789)
(1,273)
(2,444)
(6,300)
(5,574)
9,803
3,600
3,503
(1,974)
0
(1,178)
(16,610)
(15,315)
(567)
(311)
(1,939)
(33,590)
0
447
7,937
983
0
3,528
9,679
0
0
(731)
(8,673)
(14,332)
(567)
3,217
7,740
(33,590)
(55,246)
(50,098)
62,852
63,664
7,606
13,566
93
Set off
Net tax (assets)/liabilities
0
(55,246)
0
(50,098)
0
62,852
0
63,664
0
7,606
0
13,566
The deferred tax assets on tax losses included in the financial statements and entered in the table above are
related for approximately Euro 8.8 million to the US subsidiary Permasteelisa North America Corp. and have
expiry date between 2022 and 2028 and for the residual part to the European subsidiaries and have no expiry
date.
With reference to the Group companies overall no deferred tax assets were recorded relating to tax losses for
Euro 25,019 thousand (2013: Euro 41,423 thousand).
The amount relating to tax losses for which deferred tax assets were not recorded refers to Asian companies for
approximately Euro 4.6 million (2013: approximately Euro 0.8 million), to European countries for approximately
Euro 23 million (2013: approximately Euro 21.3 million) of which approximately Euro 23 million can be used
without time limitation (2013: Euro 21 million), to US company for Euro 2.6 million, mostly can be used after
2018, to Middle East companies for Euro 0.1 million, mostly can be used within a defined time limitation (2013:
Euro 0.1 million). Normally temporary deductible differences do not expire by the laws of the Group companies to
which they refer.
The deferred tax assets had not been booked on the aforementioned temporary differences and tax losses as the
required conditions were not in place, pursuant to the criteria envisaged by the international accounting
principles, hinting at a probable future taxable income on which the Group may use the benefits arising there
from.
In addition, with reference to the retained earnings of subsidiaries taxable in Italy if they were repatriated through
dividends distribution deferred tax liabilities were not recognized on the portion of them for which the distribution
is not likely in the foreseeable future.
Movement in deferred tax assets and liabilities during the year
In thousands of Euro
Balance 1
January
2013
Recognised
in income
statement
Recognised
in equity
Exchange
differences
Other
changes
Balance 31
December
2013
Tangible assets
Intangible assets
Inventories
Other investments
Trade receivables
Financial payables
Pension funds and other employee benefits
Provisions for risks and charges
Trade payables
Hedging
Other items
Tax value of loss carry-forwards
(910)
32,201
6,777
432
(811)
(2,685)
(7,124)
(806)
370
14,542
(29,620)
(478)
(1,061)
2,320
(341)
(1)
(1,274)
(576)
3,850
239
97
(2,647)
(3,771)
(121)
1,005
3,590
(1,126)
-
(26)
29
1
1
20
215
(4)
52
774
(927)
1,073
312
3,844
23
918
80
(836)
(3,081)
(973)
(2,341)
32,242
9,410
3,935
(789)
(1,273)
(2,444)
(1,974)
(567)
3,217
7,740
(33,590)
12,367
(3,643)
3,348
1,062
433
13,566
94
In thousands of Euro
Balance 1
January
2014
Recognised
in income
statement
Recognise
d in equity
Exchange
differences
Other Balance 31
changes December
2014
Tangible assets
Intangible assets
Inventories
Other investments
Trade receivables
Financial payables
Pension funds and other employee benefits
Provisions for risks and charges
Trade payables
Hedging
Other items
Tax value of loss carry-forwards
(2,341)
32,242
9,410
3,935
(789)
(1,273)
(2,444)
(1,974)
(567)
3,217
7,740
(33,590)
(1,526)
537
(266)
341
0
(384)
(528)
(875)
(3,148)
(1,572)
2,732
7,745
0
0
0
0
0
0
(1,078)
0
0
(5,981)
0
0
61
(43)
(49)
17
0
(5)
(87)
(225)
60
(76)
(203)
(1,354)
9,513
(9,718)
73
(4,293)
789
0
(4,255)
6,577
3,655
3,681
(18,942)
12,867
5,707
23,018
9,168
0
0
(1,662)
(8,392)
3,503
0
(731)
(8,673)
(14,332)
13,566
3,056
(7,059)
(1,904)
(53)
7,606
22. Assets and liabilities for contracts work-in-progress, inventories and advances
from customers
Assets for contracts work-in-progress and inventories
In thousands of Euro
Assets for contracts work-in-progress
Raw materials and consumables used
Semi-processed goods
Finished goods
Advances
Inventories
31 December
2014
31 December
2013
686,324
564,960
4,162
22
1,253
23,220
28,657
4,396
43
0
13,671
18,110
31 December
2014
31 December
2013
205,118
148,784
353,902
192,731
99,706
292,437
31 December
2014
31 December
2013
5,204,084
455,902
(5,178,780)
481,206
4,512,265
489,174
(4,629,210)
372,229
686,324
(205,118)
481,206
564,960
(192,731)
372,229
Liabilities for contracts work-in-progress and advances from customers
In thousands of Euro
Liabilities for contracts work-in-progress
Advances from customers
Contracts work-in-progress
In thousands of Euro
Costs incurred on uncompleted contracts
Estimated earnings
Less billings to date
Assets for contracts work-in-progress
Liabilities for contracts work-in-progress
95
Contracts work-in-progress includes Euro 15.1 million, recorded in 2013 year, for variations related to changes in
the technical specifications of one project. Despite the existence of a legal dispute regarding the amount, the
Group considers its position properly supported by events occurred and by law.
23. Trade receivables from third parties
In thousands of Euro
31 December
2014
31 December
2013
464,361
(16,862)
368,477
(19,827)
447,499
348,650
Trade receivables from third parties
Bad debts provision
As at 31 December 2014 trade receivables include guarantee retentions for Euro 169,411 thousand (2013: Euro
130,059 thousand) related to contracts work-in-progress, of which Euro 65,899 thousand expiring beyond year
2015 (2013: Euro 55,513 thousand).
The following table shows the changes of the provision for bad debts during the year.
In thousands of Euro
31 December
2014
31 December
2013
19,827
18
1,050
(1,842)
(4,108)
1,285
632
16,862
23,553
0
(1,030)
(1,926)
(1,337)
1,038
(471)
19,827
Balance at 1 January
Increase due to the change in consolidation scope
Reclassification
Utilization
Reversal
Provision
Exchange rate differences on translation
Balance at 31 December
In addition to the provisions for the year highlighted in the changes of the provision for bad debts, other major
trade receivable write-downs were entered in the income statement for approximately Euro 684 thousand (2013:
Euro 2,675 thousand) mainly related to the Indian, German, Brazilian, American and French market.
24. Amounts receivable from not consolidated subsidiaries
As at 31 December 2014 there were no receivables from non-consolidated subsidiaries.
25. Trade receivables from associated companies
In thousands of Euro
Unifront B.V.
Permasteelisa Projects (Thailand) Ltd.
31 December
2014
31 December
2013
10
0
10
10
8,332
8,342
The variance of the item in comparison with 2013 is due to the first consolidation of Permasteelisa Projects
(Thailand) Ltd.
26. Income tax receivables
In thousands of Euro
Tax income receivables
31 December
2014
31 December
2013
5,958
8,705
5,958
8,705
96
This item should be assessed together with the income tax payable item described in note 37.
27. Other current asset
In thousands of Euro
VAT receivables
Advances to employees
Other receivables
Accrued income and deferred charges
31 December
2014
31 December
2013
15,097
529
27,111
7,296
10,139
823
27,764
4,723
50,033
43,449
31 December
2014
31 December
2013
9,790
17,291
30
16,742
10,982
40
27,111
27,764
The caption “Other receivables” includes:
In thousands of Euro
Forward assets
Other receivables
Loans to other third parties
The item “Forward Assets” relates, in full, to foreign currency transactions (2013: Euro 16,742 thousand).
The item “Other receivables” include Euro 5.7 million related to the reimboursement from one vendor annotated
in Note 4.
28. Cash and cash equivalents
In thousands of Euro
Bank and post current accounts and deposits
Cash in hand
31 December
2014
31 December
2013
85,685
231
71,745
185
85,916
71,930
The balance of bank and post current accounts and deposits includes approximately Euro 4 million of time
deposits related to Group’s German companies; in Germany the law provides, for companies operating in
construction of buildings, the obligation to deposit a certain amount of financial deposit for its sub-contractors.
29. Net equity
Net equity changes
Please refer to the relevant table that precedes the notes to the consolidated financial statements related to the
year 2014 and the comparative year 2013.
Share capital
On 31 December 2014, the share capital amounted to Euro 6,900 thousand and includes 25,613,544 ordinary
shares issued without nominal value.
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to
one vote per share at meetings of the Company. All shares are equal since there are no preference shares.
97
Legal reserve, share premium reserve and revaluation reserve
They refer to the legal reserve, share premium reserve and revaluation reserve of parent company Permasteelisa
S.p.A.
Translation reserve
The translation reserve comprises all foreign exchange differences arising from the translation of the financial
statements of the foreign subsidiaries.
Hedging reserve for risks
This includes the foreign exchange risk hedging reserve, the commodities risk hedging reserve and the interest
risk hedging reserve.
The foreign exchange risk hedging reserve and the commodities risk hedging reserve include the effective
portion of the net differences accumulated in the “fair value” of the hedging instruments respectively on foreign
currencies and commodities, associated to hedged but not yet performed transactions.
The changes in these reserves are stated in the following table:
Foreign exchange risk hedging reserve (*)
In thousands of Euro
Reserve as at 31
December 2013
Increase/(decrease)
Currency translation
differences
Release to income
statement
Reserve as at 31
December 2014
Amount
before tax
Amount
after tax
Tax
Commodities risk hedging reserve (*)
Amount
before tax
Amount
after tax
Tax
10,735
( 20,014)
(2,707)
4,231
8,028
(15,783)
(156)
247
0
(4)
(156)
243
234
43
276
2
0
2
( 6,726)
1,762
(4,964)
0
0
0
(15,771)
3,329
(12,443)
93
(4)
89
(*)Minority portion included
IAS 19 Reserve
Following the decision to apply in advance the revised IAS 19 - Employee benefits, the IAS 19 Reserve has been
set up (for more details, please refer to the notes, letter “r”); in particular, this reserve includes the gains (losses)
actuarial variations. This reserve, as at 31 December 2014, shows a negative balance of Euro 5,332 thousand,
due to the recognition during the year of negative actuarial variation of Euro 2,850 thousand, net of related taxes
amounted to Euro 1,078 thousand.
Other reserves
It includes the other consolidation reserves different from the previous ones and from retained earnings.
Minority interests
It includes the share capital and the other specific reserves of Group companies’ net equity in which there are
some minority shareholders, as well as the translation reserve for the minority portion.
Capital management
In the area of capital management, the Group aims at adding value for the Shareholders, safeguard the
continuity of the business and support the development of the Group. The Group has thus tried to keep a suitable
capitalisation level to enable both the achievement of a suitable return on capital for the Shareholders and ensure
the accessibility in economic terms of external financing sources, also by achieving a suitable rating.
98
The Group constantly monitors its level of indebtedness in reference to the net equity and especially the net level
of indebtedness and the cash generation from operations.
To this end, the Group pursues the ongoing improvement of profitability in its business areas. It may also sell part
of its own assets to reduce the value of debt, while the Board of Directors may suggest to the Shareholders'
Meeting to reduce or increase the share capital or, if legally viable, distribute the reserves.
The capital is understood to be the value added by the Shareholders (share capital and the share-premium
reserve, net of the value of the treasury share if any), and generated by the Group in terms of the results
achieved by the management (legal reserve and profit carried over included the results for the year), excluding
the profit and loss entered directly into the net equity and minority interests.
30. Amounts payable to banks and other financial creditors
In thousands of Euro
31 December 31 December 31 December
1
2014
2014
2013
Amounts payable to banks and other financial creditors noncurrent
Finance lease liabilities
Shareholder loan
Amounts payable to banks and other financial creditors
current
Current portion of finance lease liabilities
Current portion of other financial payables
Bank current accounts, advances and other short term loans
75
27,510
27,585
74
74
100
100
37
0
342,945
37
27,510
342,945
32
0
287,932
342,982
370,492
287,964
The net financial position of the Group including Shareholder loan at year end is negative for Euro 285 million,
composed by a positive amount of Euro 85.9 million related to "cash & bank deposits".
The short-term loan in use, for a negative amount of Euro 321 million, relates to contracts for credit facilities on a
rotating basis, to cover cash requirements.
Two loans with bilateral commited line were granted by leading Japanese Bank for a total amount of Euro 70
million. The contract ends on July and September 2015.
The contracts include the obligation to comply with specific financial covenants related to ratio between the total
consolidated gross financial debt and consolidated Ebitda. As at 31 December 2014, there was full compliance to
the financial covenants required.
The third loan was granted by a leading Italian Bank for a maximum amount of Euro 50 million. The contract had
the ending date on June 2014 and was renewed to June 2015.
As to the mortgages on real estate or other fixed assets owned by the Group, please refer to note 42 “Contingent
Assets and Liabilities”.
Finance lease liabilities
Finance lease liabilities as at 31 December 2014 are payable as follows:
In thousands of Euro
1
Review post approval
Minimum
payments
Interest
Principal
Minimum
payments
Interest
Principal
2014
2014
2014
2013
2013
2013
99
Expiry date:
Less than 1 year
Between 1 and 5
years
More than 5 years
43
84
6
9
37
75
39
113
6
14
33
99
127
15
112
152
20
132
The weighted average effective interest rate in respect of lease obligation at the balance sheet date is 2,35%
(2013: 2,41%).
Net financial position
To complete the information reported in these notes, the Group financial position as at 31 December 2014 is
reported below.
In thousands of Euro
31 December
2014
31 December
2013
Cash and cash equivalents
Amounts payables to bank
Finance lease liabilities
85,917
(342,945)
(37)
71,930
(287,932)
(32)
Net financial position – short term
(257,065)
(216,034)
Finance lease liabilities
Shareholder loan
(75)
(27,510)
(100)
0
Net financial position – medium/long term
(27,585)
(100)
(284,650)
(216,134)
Total net financial position
The average rates recorded by the Group during the period are as follows:
a) current account deposits and bank deposits: 0.134% (2013: 0.328%).
b) short-term loans: 2.319% (2013: 2.416%).
c) mortgages and medium-long-term loans: not reported because there were no these kind of loans during
the year (same in 2013);
d) shareholder loan: spread equal to 1.050% (2013: not present);
e) liabilities on financial leasing: 2.35% (2013: 2.41%).
The actual average rate over overall indebtness stood at 2.151% (2013: 2.320%).
31. Severance indemnity fund
In accordance with national regulations, the amount due to each employee accrues on the basis of the service
performed and must be paid when the employee leaves the company. The payment due upon termination of the
employment relationship is calculated on the basis of its duration and the taxable salary of each employee. The
liability, revalued annually based upon the official cost of living index and legal interest, is not associated with any
condition or accrual period, or any funding obligation; therefore, there are no assets at the service of the fund.
The regulations were supplemented by Italian Legislative Decree no. 252/2005 and by Italian Law no. 296/2006
(Finance 2007) which, for companies with at least 50 employees, established that the shares accrued since 2007
are used, at the option of employees, either for the INPS Treasury Fund or for other forms of supplementary
pension schemes, assuming the nature of “defined contribution plan”. The revaluations of the amounts in
existence at the dates of option are, however, still accounted to the severance indemnity fund, along with, for
companies with less than 50 employees, also the shares accrued and not used for the supplementary pension
scheme. In accordance with IAS 19 (2011), that fund is accounted for as “Defined benefits plan”.
100
The table set out below refers exclusively to the severance indemnity fund share accrued prior to 2007.
In thousands of Euro
Present value of the defined benefit obligation
Unrecognised actuarial gains and losses
Recognised liability for severance indemnity fund
31 December
2014
31 December
2013
3,636
0
3,636
3,112
0
3,112
31 December
2014
31 December
2013
3,112
524
3,636
3,317
(205)
3,112
31 December
2014
31 December
2013
3,112
(93)
520
97
3,636
3,317
(102)
83
(186)
3,112
Movements of the severance indemnity fund
In thousands of Euro
Net recognised liability at 1 January
Net variation of the period
Net recognised liability at 31 December
The severance indemnity fund net variation is detailed in the following table:
In thousands of Euro
Current service costs
Payments
Expenses recognized in the income statement
Actuarial (Profit)/Loss
Net recognised liability at 31 December
The item “Expense recognized in the income statement” included in the previous table is composed as follows:
In thousands of Euro
Current service costs
Interest on obligation
31 December
2014
31 December
2013
0
97
(6)
89
97
83
Principal economic actuarial assumption:
Discount rate at 31 December
Inflation rate
Future salary increase rate
31 December
2014
31 December
2013
1.49%
1.33%
2.49%
3.17%
2.00%
3.00%
The demographic technical data used is shown below:
Probability of death
Mortality table RG48 published
by
the
State
General
Accounting Tables
Probability of invalidity
INPS Tables split into age and
gender
101
Probability of retirement
100% upon achieving AGO
requirements
Set out below is the sensitivity analysis for each actuarial circumstance for the purposes of determining the yearend liability amount; the same shows the effects, expressed in absolute terms, of variations of the actuarial
circumstances reasonably possible at that date.
Variations in actuarial assumptions
31 December 31 December
2014
2013
Inflation rate
+0.25 p.p.
-0.25 p.p.
Discount rate
+0.25 p.p.
-0.25 p.p.
3,758
3,608
3,176
3,050
3,564
3,806
3,021
3,208
The average financial duration of the obligation is 14 years.
32. Pension funds and other employee benefits
In thousands of Euro
31 December
2014
31 December
2013
24,431
3,250
27,681
21,021
2,791
23,812
31 December
2014
31 December
2013
23,812
3,869
27,681
23,742
70
23,812
31 December
2014
31 December
2013
23,022
1,409
24,431
19,825
1,196
21,021
31 December
2014
31 December
2013
19,825
3,197
23,022
18,754
1,071
19,825
Pension funds
Other employee benefits
Movements of the severance indemnity fund
In thousands of Euro
Net recognised liability at 1 January
Net variation of the period
Net recognised liability at 31 December
Pension funds
In thousands of Euro
Gartner GmbH pension fund
Other minor pension funds
Gartner GmbH pension fund movements
In thousands of Euro
Net recognised liability at 1 January
Net variation of the period
Net recognised liability at 31 December
The net variation of Gartner GmbH pension fund is detailed in the following table:
102
In thousands of Euro
Net recognised liability at 1 January
Refunds
Payments
Actuatial gains/ losses
Expense recognised in the income statement
Net recognised liability at 31 December
31 December
2014
31 December
2013
19,825
(1,106)
3,409
894
23,022
18,754
603
(1,028)
568
928
19,825
The item “Expense recognized in the income statement” included in the previous table is composed as follows:
In thousands of Euro
Current service costs
Interest on obligation
31 December
2014
31 December
2013
219
675
212
716
894
928
Principal economic actuarial assumption.
Discount rate at 31 December
Inflation rate
Future TFR increase rate
31 December
2014
31 December
2013
2.40%
1.75%
0.00%
3.50%
1.75%
0.00%
Variations in actuarial assumptions
Inflation rate
+1 p.p.
-1 p.p.
Discount rate
+1 p.p.
- 1 p.p.
31 December 31 December
2014
2013
25,862
20,640
22,069
17,924
19,992
26,890
17,424
22,846
The average financial duration of the obligation is 13 years.
Other employee benefits
In thousands of Euro
Dutch "Jubilee" fund
Other
31 December
2014
31 December
2013
479
2,771
463
2,328
3,250
2,791
31 December
2014
2,791
0
31 December
2013
2,539
85
Other employee benefits movements
In thousands of Euro
Net recognised liability at 1 January
Transfers
103
459
3,250
Net variation of the period
Net recognised liability at 31 December
167
2,791
The Dutch “Jubilee” fund is related to the liability for the contractual amount to be recognized to employees of
certain Dutch subsidiaries when they reach the 25th and 40th presence anniversary in the company.
33. Provisions for risks and charges
In thousands of Euro
Provision for
losses
on equity
investments
Warranty
provision
201
0
0
0
0
(135)
0
0
27,216
0
0
5,948
0
(4,076)
(4,238)
(1,314)
13,461
0
(304)
8,196
0
(7,663)
(4,062)
(152)
66
23,536
9,476
Provision for
losses
on equity
investments
Warranty
provision
66
0
0
0
0
(67)
0
1
23,536
164
(42)
4,818
0
(3,711)
(1,993)
2,285
9,476
(1,746)
1,775
8,587
0
(982)
(6,560)
430
0
25,057
10,979
Balance at 1 January 2013
Reclassifications
Movements
Provisions made during the year
Other increases
Provisions used during the year
Provisions reversed during the year
Exchange rate differences on
translation
Balance at 31 December 2013
In thousands of Euro
Balance at 1 January 2014
Reclassifications
Movements
Provisions made during the year
Other increases
Provisions used during the year
Provisions reversed during the year
Exchange rate differences on
translation
Balance at 31 December 2014
Provision
Provision
for risks on for tax risks
ongoing
jobs
Other
provision
Total
1,869
0
0
1,213
0
0
(1,869)
0
9,012
0
(2,072)
1,411
0
(4,061)
(782)
(88)
51,759
0
(2,376)
16,768
0
(15,935)
(10,951)
(1,554)
1,213
3,420
37,711
Provision
Provision
for risks on for tax risks
ongoing
jobs
Other
provision
Total
1,213
0
0
0
0
0
0
138
3,420
(827)
0
70
0
(47)
(444)
78
37,711
(2,410)
1,733
13,475
0
(4,807)
(8,996)
2,931
1,351
2,250
39,637
Provision for losses on equity investments
In thousands of Euro
31 December
2014
31 December
2013
0
0
66
66
Permasteelisa Project Thailand Ltd.
Warranty provision
A provision for warranty is recorded in the financial statements when the project is completed.
The provision is based on historical data on warranties and on the consideration of all possible outcomes for their
probability.
104
Provision for risks on ongoing jobs
The utilization of the period arose from the occurrence of risks for which a dedicated provision had been made at
the end of the previous year; as to the provisions for the period, the main allocations are related to the risks on
jobs in Germany, Benelux, Australia, Qatar, Japan and Italy.
Provision for tax risks
Provisions for tax risks include the provision for the Indian tax dispute for Euro 1,351 thousand, together with
interests and penalities.
Other provisions
The amount is related to provisions for risks on ongoing disputes that are considered probable.
34. Trade payables to third parties
In thousands of Euro
31 December
2014
31 December
2013
327,966
289,289
327,966
289,289
Trade payables to third parties
As at 31 December 2014, trade payables include invoices to be received for Euro 113,352 thousand (2013: Euro
92,024 thousand) and retentions for Euro 21,889 thousand (2013: Euro 16,440 thousand), expiring mostly within
the year 2015.
35. Trade payables to associated companies
At 31 December 2014 there were no payables due to not consolidated subsidiaries .
36. Trade payables to associated companies
In thousands of Euro
Trade payables
Permasteelisa Projects (Thailand) Ltd.
31 December
2014
31 December
2013
0
190
0
190
31 December
2014
31 December
2013
14,554
9,192
14,554
9,192
37. Income tax payables
In thousands of Euro
Tax income payables
In comparison with last year, the income tax payables, net of the income tax receivables reported under note 26,
showed an increase of liabilietes position from Euro 487 thousand to Euro 8,596 thousand.
105
38. Other current liabilities
In thousands of Euro
VAT payables
Employees taxation payables
Other indirect taxes payables
Amounts payable to social agencies
Amounts payable to employees
Other liabilities
Accrued liabilities and deferred income
31 December
2014
31 December
2013
6,014
3,512
232
5,260
32,206
49,269
1,359
97,852
3,815
3,472
488
4,943
22,115
15,024
1,622
51,479
31 December
2014
31 December
2013
38,631
10,638
7,343
7,681
49,269
15,024
The caption “Other liabilities” includes:
In thousands of Euro
Forward liabilities
Other liabilities
Forward liabilities are referred for Euro 38,278 thousand to foreign currency transactions (2013: Euro 7,259
thousand) and for Euro 353 thousand to commodity transactions (2013: Euro 84 thousand).
39. Risk management
Exposure to credit, interest rate, and commodities price and currency risks arises in the normal course of the
Company’s business.
Historically, derivative financial instruments are used by the Company to hedge its exposure to fluctuations in
foreign exchange rates.
The Group makes hedging transactions also for the commodities price risk.
Credit risk
Credit risk is the risk that a customer or counterparty may fail to meet commitment when it falls due and cause
the Company to incur in a financial. The Company’s primary exposure to credit risk arises through its contract
receivables. The Company has implemented a specific Risk management system to analysis each specific
tender; a rating is given to each project and customer and specific measures are applied to minimize the
company’s risk; the system in place also allows monitoring subsequently the credit risk exposure on an ongoing
basis.
Other financial assets of the Company with exposure to credit risk include cash and cash equivalents and
derivative financial instruments to hedge the Company exposure to foreign currency risk. Cash and cash
equivalents are held with banks with high credit ratings. Transactions involving derivative financial instruments
are allowed only with counterparties that are of high credit quality. As such, the management does not expect
any counterparty to fail to meet their commitments.
At the balance sheet date there were no significant concentrations of credit risk on specific customers or on
specific geographical areas. The maximum exposure to credit risk is represented by the carrying amount of each
financial asset, including derivative financial instruments, in the statement of financial position.
With reference to trade receivables, the maximum exposure to credit risks broken down by geographical area is
shown here below:
106
In thousands of Euro
31 December
2014
31 December
2013
Europe
Asia
Australia
North America
South America
Middle East
North Africa
107,098
101,195
2,114
151,129
185
101,327
88
98,660
73,034
1,675
74,237
152
120,109
161
Total gross receivables broken down by geographical area
463,136
368,028
31 December
2014
(16,862)
1,225
447,499
31 December
2013
(19,827)
449
348,650
Provision for bad debts
Exchange rate differences on translation
Total net receivables broken down by geographical area
In the following table the trade receivables from third parties broken down by maturity:
Gross
receivables
Provision for
bad debts
Net
receivables
2014
2014
2014
Not past due
Past due 0-180 days
Past due 181-365 days
More than one year
339,538
73,306
12,446
37,845
883
(118)
(12)
(17,614)
Total
Exchange rate adjustment
463,135
(16,861)
In thousands of Euro
Gross
receivables
Provision for
bad debts
Net
receivables
2013
2013
2013
340,421
73,188
12,434
20,231
228,885
96,384
7,243
35,516
(567)
(132)
(653)
(18,475)
228,318
96,253
6,589
17,041
446,274
1,225
447,499
368,028
(19,827)
348,201
449
348,650
At 31 December 2014 the receivables that had not yet reached the expiry date, net of the Provision for bad
debts, amounted to 76% of the total (2013: 66%) and the credit due for over one year amounted to 5% (2013:
5%).
Interest rate risk
The Group’s exposure to changes in interest rates relates primarily to interest-earning assets and interestearning liabilities (amounts receivable from banks and other financial institutions or amounts payable to banks
and other financial institutions). Interest rate risk is actively managed at central level to guarantee that interests
payments are within acceptable levels and consistent with the Group’s business strategies.
The Group does not generally use derivative financial instruments to hedge its exposure to interest rate risk.
Sensitivity analysis
The impact of a variation of 100 basis points in interest rates on the year end date would have determined an
increase (decrease) of the net equity and of the results for the period for the amounts shown below. The analysis
was done assuming that all the other variables, in particular the exchange rate to foreign currencies, remain
stable. On the same basis has been done also the analysis of previous year.
107
In thousands of Euro
31 December 2014
Variable rate loans
In thousands of Euro
31 December 2013
Variable rate loans
Result for the period
+100 bp
- 100 bp
Net equity
+100 bp
- 100 bp
(2,762)
2,762
(2,762)
2,762
(2,762)
2,762
(2,762)
2,762
Result for the period
+100 bp
- 100 bp
Net equity
+100 bp
- 100 bp
(2,337)
2,337
(2,337)
2,337
(2,337)
2,337
(2,337)
2,337
Please note that the Group does not have any fixed rate loans ongoing.
Liquidity risk
Policies and procedures have been established to monitor and control liquidity, at both central level and
individual subsidiary level, on a daily basis adopting a cash flow management approach.
The table below shows the detail of the future contractual flows of financial liabilities held by the Group, broken
down into financial liabilities not associated to derivative tools and financial liabilities associated to derivative
tools.
Exposure to the liquidity risk associated to financial liabilities other than derivative instruments
31 December 2014
In thousands of Euro
Carrying
value
Contractual
Cash Flows
Contractual
Cash Flows
less than 1
year
Contractual
Cash Flows
between 1
and 5 years
Contractual
Cash Flows
exceeding 5
years
Financial liabilities other than derivatives
Trade payables
Financial leasing payables
Other financial payables
Amounts payables to banks
327,966
112
27,510
342,945
327,966
127
27,510
342,645
323,129
43
2,078
342,645
3,956
84
25,432
0
881
0
0
0
Total booked value
698,533
698,248
667,895
29,472
881
31 December 2013
In thousands of Euro
Carrying
value
Contractual
Cash Flows
Contractual
Cash Flows
less than 1
year
Contractual
Cash Flows
between 1
and 5 years
Contractual
Cash Flows
exceeding 5
years
Financial liabilities other than derivatives
Trade payables
Financial leasing payables
Other financial payables
Amounts payables to banks
289,289
132
0
287,932
289,289
152
0
287,932
288,907
39
0
287,932
382
113
0
0
0
0
0
0
Total booked value
577,353
577,373
576,878
495
0
108
Exposure to the liquidity risk associated to financial liabilities related to derivative instruments
31 December 2014
In thousands of Euro
Carrying
value
Contractual
Cash Flows
Contractual
Cash Flows
less than 1
year
Contractual
Cash Flows
between 1
and 5 years
(9,790)
(9,790)
(9,790)
0
(331,155)
(331,155)
321,364
321,364
38,278
38,278
(404,112)
(404,112)
442,390
442,390
0
0
0
353
353
0
(5,656)
(5,656)
6,009
6,009
28,841
28,841
Contractual
Cash Flows
exceeding 5
years
Assets (-) / Liabilities (+)
Assets from fair-value valuation on forward contracts on
currencies
- in flows
- out flows
Liabilities from fair-value valuation on forward contracts on
currencies
- in flows
- out flows
Assets from fair-value valuation of commodities
- in flows
- out flows
Liabilities from fair-value valuation of commodities
38,278
0
0
353
- in flows
- out flows
Total booked value
0
28,841
0
0
31 December 2013
In thousands of Euro
Carrying
value
Contractual
Cash Flows
Contractual
Cash Flows
less than 1
year
Contractual
Cash Flows
between 1
and 5 years
(16,742)
(16,742)
(16,741)
(1)
(576,203)
(576,176)
(27)
559,461
559,435
26
7,258
7,240
18
(327,601)
(326,883)
(718)
334,859
334,122
737
-
-
-
-
-
-
-
-
-
Contractual
Cash Flows
exceeding 5
years
Assets (-) / Liabilities (+)
Assets from fair-value valuation on forward contracts on
currencies
- in flows
- out flows
Liabilities from fair-value valuation on forward contracts on
currencies
- in flows
- out flows
Assets from fair-value valuation of commodities
- in flows
- out flows
Liabilities from fair-value valuation of commodities
7,258
-
84
- in flows
- out flows
Total booked value
(9,400)
84
84
-
(1,291)
(1,291)
-
1,375
1,375
-
(9,400)
(9,417)
17
-
Please note the value of assets and liabilities shown in the tables above are provided for information only;
indeed, the derivative contracts do not in fact lead to the actual outlay or collection of the stated amounts which,
on the contrary, are subject to the settlement of the difference between the two outflows.
109
Also note that to correctly assess the liquidity risk, it is necessary to bear in mind the financial assets held by the
Group to offset the future cash flows arising from the aforementioned financial liabilities:
a) cash and cash equivalents for Euro 85,916 thousand and Euro 71,930 thousand respectively as at 31
December 2014 and 31 December 2013;
b) trade receivables for Euro 447,499 650 thousand and Euro 348,650 thousand respectively as at 31
December 2014 and 31 December 2013.
Foreign currency risk
The Group incurs foreign currency risk on contract revenues and purchases and on borrowings and loans
denominated in a currency other than Euro. The foreign currencies giving rise this risk are primarily United State
dollars, British pounds, Japanese yens, Singapore dollars and Hong Kong dollars.
Generally the contracts are hedged for the total amount denominated in foreign currency or for a percentage
higher than 90%; see paragraph “g” for a detailed description of the way used by the Group to hedge its job
contracts in foreign currency.
In respect to monetary assets and liabilities held in foreign currency other that those related to the contracts, the
Group’s policy consists in minimizing the net exposure to change in interest rates by specific medium/short-term
forward exchange contracts, rolled over at maturity if necessary.
A 10% decrease of the Euro against the following currencies as at 31 December 2014 would have led to the
following increase (decrease) of the results for the period and the net equity. The analysis has been performed
considering that all the other variables, more specifically the interest rates, had remained constant. The analysis
was performed on the same basis compared to the previous period.
In thousands of Euro
Result for the
period
Net equity
31 December 2014
GBP
USD
HKD
SGD
THB
AUD
Others
In thousands of Euro
504
2,177
(213)
(951)
64
13
342
504
2,177
(213)
(951)
64
13
342
1,936
1,936
Result for the
period
Net equity
31 December 2013
GBP
USD
HKD
SGD
THB
AUD
Others
216
4,123
(224)
(1,234)
(754)
(68)
898
216
4,123
(224)
(1,234)
(754)
(68)
898
2,957
2,957
110
A 10% increase of the Euro against the following currencies as at 31 December 2014 and as at 31 December
2013 would have led to the same but opposite effect, again supposing that all other variables had remained
constant.
Please note that the analysis did not take into account receivables, payables and future trade flows against which
the hedging operations were performed. It is reasonable to believe that the variation of the exchange rates may
lead to an opposite financial effect for this item, for a same or higher amount, on the hedged transactions.
Commodities price risk
The Group has a price risk exposure, including the relevant foreign exchange risk, particularly on aluminum
purchases, which are one of the main work order cost items for the Group.
As far as managing the aluminum price risk is concerned, the Group’s policy is oriented towards minimizing the
need to resort to financial markets for hedging, by conducting relations with the suppliers in order to fix the price
for specific time frames. However, in the past the rather swinging trend of the aluminum price has encouraged
the Group to launch a limited and selective aluminum price hedging policy for a few specific orders, where
freezing the price with the supplier, for the whole period of the order, was merely impossible or not immediate in
any case.
For a detailed description of the Group’s practices of commodity hedging management on its own orders, please
refer to paragraph “g” of accounting principles.
40. Fair value measurement
There are no financial assets or liabilities whose fair value significantly differs from their carrying amount.
IFRS 13 establishes a hierarchy that categorizes into three levels the inputs to the valuation techniques used to
measure fair value by giving the highest priority to quoted prices (unadjusted) in active markets for identical
assets and liabilities (level 1 inputs) and the lowest priority to unobservable inputs (level 3 inputs). In some cases,
the inputs used to measure the fair value of an asset or a liability might be categorized within different levels of
the fair value hierarchy. In those cases, the fair value measurement is categorized in its entirety in the same level
of the fair value hierarchy at the lowest level input that is significant to the entire measurement.
Levels used in the hierarchy are as follows:
-
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets and liabilities that the
Group can access at the measurement date.
Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the
assets or liabilities, either directly or indirectly.
Level 3 inputs are unobservable inputs for the assets and liabilities.
Assets and liabilities that are measured at fair value on a recurring basis:
The following table shows the fair value hierarchy for financial assets and liabilities that are measured at fair
value on a recurring basis at 31 December 2014:
In thousands of Euro
Equity investments in not consolidated subsidiaries
Assets at fair value available for sale or held to
maturity
Financial assets at fair value through profit or loss
Cash and cash equivalents
Total assets
Financial liabilities at fair value through profit or loss
Amounts payables to banks and other financial
creditors
Total liabilities
Notes
(17)
Level 1
-
Level 2
-
Level 3
-
Total
-
(27)
(28)
-
9,790
85,917
95,707
-
9,790
85,916
95,706
(38)
(30)
-
38,631
370,567
-
38,631
370,566
-
409,198
-
409,197
111
In 2014, there were no transfers between Levels in the fair value hierarchy.
Assets and liabilities not measured at fair value on recurring basis:
The carrying amount of Current receivables and Other current assets and of Trade payables and Other current
liabilities approximates their fair value and are categorized in Level 2.
The main methods and assumptions used to estimate the “fair value” of the assets and liabilities recorded in the
statement of financial position according to this principle or for which its disclosure is requested by the accounting
principles in the notes, are as follows:
Not consolidated subsidiaries
The Group holds investments in not consolidated subsidiaries with a book value equal to zero.
Securities
The Group presently does not hold significant amounts of securities held for trading or available for sale of held
until their maturity.
Cash and cash equivalents
The fair value of Cash and cash equivalents usually approximates fair value due to the short maturity of these
instruments,
which
consist
primarily
of
bank
current
accounts
and
time
deposits.
The fair value of Cash equivalents is determined with discounted expected cash flow techniques, using
observable market yields.
Derivative contracts
They are evaluated using listed market prices.
Amounts payables to banks and other financial institutions
The fair value is calculated based on discounting of future cash flows with reference to principal and interest
amounts.
Financial leases
As described in note 30, the Group does not hold significant liabilities for financial leases.
Trade receivables and payables and other receivables and payables
Receivables and payables with expiring date less than one year, their carrying amount is considered to
approximate their fair value.
All the other receivables and payables with expiring date greater than one year are discounted to determine their
fair value, except for those related to contracts monies retention; the Groups considers that retentions do not
represent in any way a financing transaction with the customer due to the fact that the payments terms are
beyond one year, as retentions, in the different geographical areas in which the Group operates, are within the
normal applied trade conditions; consequently there is no necessity to apply any discounting.
As at 31 December 2014 the Group considers that there are not retentions out of normal market conditions.
41. Commitments
As the balance sheet date, the Group has the followings commitments:
Operating leases
In thousands of Euro
Payable:
less than 1 year
within 1 to 5 years
after 5 years
31 December 31 December
2014
2013
19,108
14,422
1,902
35,432
16,861
15,009
424
32,294
112
The Group leases a number of production sites, offices, warehouse and factory facilities under operating leases.
The leases have variable length, some of them with an option to renew the lease after the expiry date. Usually
lease payments are periodically increased to reflect market rental conditions.
Forward contracts
In thousands of Euro
31 December
2014
31 December
2013
Commitments for forward foreign exchange contracts
Commitments for forward contracts on commodities
1,152,267
6,009
1,158,276
918,183
1,375
919,558
Commitments for forward foreign exchange contracts (buy)
Commitments for forward foreign exchange contracts (sell)
515,493
636,774
1,152,267
331,427
586,756
918,183
Commitments for forward foreign exchange contracts (buy)
Commitments for forward foreign exchange contracts (sell)
6,009
0
6,009
1,375
0
1,375
As described in the section on the accounting standards, hedging derivative transactions on foreign currency and
commodities are assessed on their “fair value”.
As at 31 December 2014, the assessment of the “fair value” of currency hedging brought to the entry of profit for
Euro 9,790 thousand (2013: Euro 16,742 thousand) and loss for Euro 38,278 thousand (2013: Euro 7,258
thousand), booked respectively under the items forward assets (note 27) and forward liabilities (note 38). Note
that these amounts refer respectively for Euro 5,552 thousand (2013: Euro 2,357 thousand) and Euro 10,340
thousand (2013: Euro 2,071 thousand) to the valuation of financial currency hedging transactions, namely those
covering foreign currency assets and liabilities of financial nature.
On the same date, the “fair value” valuation of hedging transactions on commodities brought to the entry of profit
for Euro 0 thousand (2013: Euro 0 thousand) and loss for Euro 353 thousand (2013: Euro 84 thousand), entered
respectively under the items forward assets (note 27) and forward liabilities (note 38).
Other commitments
As at 31 December 2014 the Group has no other significant commitments to highlight.
42. Contingent assets and liabilities
At the balance sheet date, the Group has provided the following guarantees in respect of third parties:
In thousands of Euro
Guarantees to banks mainly in respect of successful performance of job orders
Insurance guarantees mainly in respect of successful performance of job orders
Guarantees in respect of VAT refund request
Payment guarantees
31 December 31 December
2014
2013
386,028
394,655
15,871
9,645
806,199
406,916
313,600
13,763
14,193
748,472
There are no further relevant potential liabilities to highlight.
113
43. Transactions with related parties
Relationships with not consolidated subsidiaries and associated companies
During the period, the Parent Company and other Group companies entered into relationships with nonconsolidated subsidiaries and associated companies. The financial effects of these relationships are stated in the
table provided here below while their effects on equity are described in notes 24, 25, 35 and 36 that are related to
payables and receivables from subsidiaries and associated companies. They refer to trade and financial
transactions entered into as part of the normal management and were ruled at normal market conditions.
Operating revenues to not consolidated subsidiaries
In thousands of Euro
2014
Permasteelisa Projects (Thailand) Ltd.(*)
Total
Total operating revenues
2013
0
0
0.0%
0.0%
1,409,144
100.0%
4,329
4,329
0.3%
0.3%
1,396,278 100.0%
(*) Company consolidated with line by line method in 2014
Operating costs from not consolidated subsidiaries
In thousands of Euro
Permasteelisa Projects (Thailand) Ltd. (*)
Total
Total operating costs
2014
2013
0
0
0.0%
0.0%
(380)
(380)
0.0%
0.0%
1,366,870
100.00%
1,369,982
100.00%
(*) Company consolidated with line by line method in 2014
There are no financial income and expenses from not consolidated subsidiaries.
As shown by the stated amounts, the weight of these transactions on the Group’s statutory, financial and
economic position is not relevant in percentage values.
114
Other relationships with other related parties in the context of the Permasteelisa Group
The table below shows the operating and financial consequences of a number of relationships entered into during the period by Group companies with related parties,
other than those described above. They refer to trade transactions entered into as part of the normal management and were administered as normal, at normal market
conditions. Amounts are stated in units.
Group Company
Transaction type
Related party
Local
Revenue/(Cost) in
Currency local currency
Receivable/(Payable)
in local currency
Revenue/(Cost) in
Euro
Receivable/(Paya
ble) in Euro
al 31 December 2014
2014
al 31 December
2014
2014
Permasteelisa S.p.A.
Permasteelisa S.p.A.
Permasteelisa S.p.A.
Permasteelisa S.p.A.
Permasteelisa Do
Brazil Construcao,
Industria, Comercio
LTDA
Costs backcharge
N° 13 Manager of
Permasteelisa S.p.A.
Offices rental
Ugo e Olga Levi Onlus
Foundation
Interest income on set off Ugo e Olga Levi Onlus
of receivables/payables
Foundation
EURO
17,756.20
13,412.28
17,756.20
13,412.28
EURO
(354,492.12)
(13,066.55)
(354,492.12)
(13,066.55)
EURO
19,773.45
0
19,773.45
0
Works carried out for
NDIA- Doha Airport
(Qatar) with Sitie Impianti
Industriali S.p.A.
Sitie Impianti Industriali S.p.A.
(of which Nicola Greco,
Permasteelisa S.p.A.'s Ceo,
owns indirectly a minority
participation)
EURO
(28,503.00)
(19,549.63)
(28,503.00)
(19,549.63)
Fees for administrative
and accounts support
Cicero Augusto Oliveira De
Alencar (Executive Officer of
the associate Permasteelisa
Do Brasil) by way of the
company Acal Consultoria e
Auditoria S/S
BRL
(124,882.92)
0
(39,991.10)
0
AED
(780,000.00)
0
(159,808.98)
0
AED
(295,000.00)
0
(60,440.58)
0
Permasteelisa Gartner Fees for sales support
Middle East LLC
Permasteelisa Gartner Fees for various licences
Middle East LLC
Kamel Al Hadad (shareholder
of the Company at 51% of
Permasteelisa Gartner Middle
East Llc)
Kamel Al Hadad (shareholder
of the Company at 51% of
Permasteelisa Gartner Middle
East Llc)
115
Permasteelisa Gartner Fees for services
Middle East LLC
Permasteelisa Gartner Fees for sales support
Middle East LLC
(Abu Dhabi Branch)
Permasteelisa Gartner Fees for sales support
Middle East LLC
(Dubai Branch)
Permasteelisa Gartner Sponsorship fees
Qatar
Kamel Al Haddad
(shareholder of the
Comopany at 51% of
Permasteelisa Gartner Middle
East Llc)
The Links Group Ltd (Group
company, Permasteelisa
Gartner Qatar Llc, owned by
51% from Links Commercial
brokers Llc, part of the Links
Group Ltd)
The Links Group Ltd (Group
company, Permasteelisa
Gartner Qatar Llc, owned by
51% from Links Commercial
brokers Llc, part of the Links
Group Ltd)
AED
(600,000.00)
0
(122,929.99)
0
AED
(84,000.00)
0
(17,210.20)
0
AED
(31,500.00)
0
(6,453.82)
0
The Links Group Ltd (Group
company,
Permasteelisa
Gartner Qatar Llc, owned by
51% from Links Commercial
brokers Llc, part of the Links
Group Ltd)
QAR
(199,650.00)
0
(41,261.76)
0
Permasteelisa North
America Corp.
Fees for services for
"manufactoring Safety
program"
Nathan ARIC LLC (related of
Benjamin Juarez, "Manager
Corporate Safety")
USD
(25,000.00)
(12,500.00)
(18,813.36)
(10,295.69)
Permasteelisa France
Sas
Consultancy purchase
MAGEC (company controlled
by
Etienne
Gory,
Permasteelisa France S.a.s.
Board
of
Directors's
Chairman)
EURO
(120,000.00)
(24,000.00)
(120,000.00)
(24,000.00)
37,529.65
(969,904.91)
13,412.28
(66,911.87)
revenue/receivable
(cost)/(payable)
The highlighted costs and revenues do not significantly affect the total, respectively, of the Group's operating expenses and operating revenues; the same is valid for the
highlighted receivables and payables with respect to the total trade receivables and payables of the Group.
116
Transactions with key management personnel
The key management personnel compensations, as defined by IAS 24, are as follows:
In thousands of Euro
Benefits for salaries, wages, compensations, bonus
Post-employment benefits
Other benefits
2014
2013
8,120
132
61
8,313
7,171
819
161
8,151
2014
2013
4,101
2,105
2,107
3,852
1,776
2,523
8,313
8,151
Total remuneration is included in personnel expenses and is as follows:
In thousands of Euro
General manager
Chief executive officer and other members of the Board of Directors
Holding function manager
44. Fees payable to the statutory auditors or audit firm of Group companies
The amount of fees payable to the statutory auditors or audit firm of each Group company (Deloitte & Touche
S.p.A. which is the main auditor and other local auditors) amounts to Euro 1,301 million of which Euro 1,167
thousand for audit services, Euro 54 thousand for tax services and Euro 79 thousand for other services.
The fees referred only to the parent company Permasteelisa S.p.A. amount to Euro 236 thousand, of which
Euro 210 thousand for audit services, Euro 26 thousand for fees related to J-Sox audit required by Shareholder.
45. Significant, non-recurring events and transactions
There are no events or significant non-recurring transactions to mention.
46. Positions or transactions deriving from unconventional and/or unusual
operations
There are no entries or transactions resulting from unconventional or unusual operations during the year 2014
having any relevance on the operating performance and the financial position for the period of the Group and of
the Parent company Permasteelisa S.p.A., except the already mentioned presence (in the previous years) of a
number of agency contracts agreed in previous periods with a counterparty in a Middle Eastern country, that
have fees for their services that are much higher than those normally applied in the related business;
these contracts are still legally valid in the country of reference and therefore, while the activities to close them
are carried on, their economic and financial effects are adequately evaluated in company accounts.
47. Subsequent events
There are not subsequent events to mention.
117
PERMASTEELISA S.p.A.
Appendix to the Consolidated Financial Statements
118
Appendix I: Permasteelisa Group’s companies
Following the list of companies and equity investments that are significant for the Group is reported.
Companies are listed broken down by type of controlling relationship and consolidation method. For each
company, information is also provided on its scope, headquarters, nation of origin and share capital in the
original currency.
The percentage of consolidation in the Group is also shown in addition to the percentage ownership held by
Permasteelisa S.p.A. or other subsidiaries.
List of subsidiaries consolidated using the line-by-line method:
COMPANY NAME
REGISTERED
OFFICE
SHARE CAPITAL
CURRENCY
% OF
CONSOLIDATION
OWNERSHIP
% OWNERSHIP
REGISTRATION
Parent company
Permasteelisa S.p.A.
Vittorio Veneto (TV)
Italy
6,900,000
EURO
Controllate
Bleu Tech Montreal Inc.
Dongguan
Permasteelisa Curtain
Wall Co. Ltd.
Gartner Contracting Co.
Ltd.
Global Architectural Co.
Ltd.
Global Wall Malaysia
Sdn. Bhd.
Josef Gartner & Co.
(HK) Ltd.
Josef Gartner & Co. UK
Ltd.
Josef Gartner Curtain
Wall (Shanghai) Co. Ltd.
Josef Gartner Curtain
Wall (Suzhou) Co. Ltd.
Josef Gartner (Macau)
Ltd.
Josef Gartner
Switzerland AG
Josef Gartner GmbH
Laval, Quebec
(Canada)
100
CAD
5,304,888
CNY
21,429,500
HKD
110,000,000
THB
1,000,000
MYR
70,000
HKD
20,000
GBP
Shanghai (R.P.C.)
10,000,000
CNY
Taicang City
(R.P.C.)
22,000,000
CNY
25,000
MOP
Guang Dong
(R.P.C.)
Hong Kong
(R.P.C.a)
Chonburi Province
(Thailand)
Petaling Jaya
(Malaysia)
Hong Kong
(R.P.C.)
London (UK)
Macau (R.P.C.)
Arlesheim
(Switzerland)
Gundelfingen
(Germany)
OOO Josef Gartner
St. Petersburg
(Russia)
Permasteelisa Do Brasil
Construção,
Indústria, Comèrcio
Ltda
San Paolo
(Brazil)
Permasteelisa Espaňa
S.A.U.
Madrid (Spain)
Permasteelisa France
S.a.s.
Permasteelisa Gartner
Middle East Llc
Permasteelisa Gartner
Qatar Llc
Courbevoie
(France)
Dubai (United Arab
Emirates)
Permasteelisa Gartner
Saudi Arabia Llc
Riyad (Saudi
Arabia)
Permasteelisa Hong
Kong Limited
Permasteelisa Ireland Ltd
Permasteelisa (India)
Private Limited
Hong Kong
(R.P.C.)
Dublin (Ireland)
Doha (Qatar)
Bangalore (India)
100,000
100.00 Scheldebouw B.V.
99.52
Permasteelisa Pacific
Holdings Ltd.
Josef Gartner &
Co.(HK) Ltd.
Permasteelisa Pacific
99.52
Holdings Ltd.
Permasteelisa Pacific
69.66
Holdings Ltd.
Permasteelisa Pacific
99.52
Holdings Ltd.
99.52
100.00 Josef Gartner GmbH
Permasteelisa Pacific
Holdings Ltd.
Permasteelisa Pacific
99.52
Holdings Ltd.
Josef Gartner & Co.
(HK) Ltd.
99.52
Permasteelisa Pacific
Holdings Ltd
74.64
100.00
100.00
100.00
99.99
70.00
100.00
100.00
75.00
100.00
96.00
4.00
CHF
100.00 Josef Gartner GmbH
100.00
EURO
100.00 Permasteelisa S.p.A.
100.00
4,000,000
RUB
Josef Gartner GmbH
100.00 Josef Gartner
Switzerland AG
99.00
1.00
30,000
BRL
Permasteelisa S.p.A.
100.00 Permasteelisa North
America Corp.
99.00
1.00
174,290
EURO
100.00 Permasteelisa S.p.A.
100.00
1,644,336
EURO
100.00
Permasteelisa S.p.A.
Scheldebow B.V.
99.999
0.001
10,000,000
300,000
AED
100.00 Josef Gartner GmbH
49.00 (*)
200,000
QAR
97.00 Josef Gartner GmbH
49.00 (**)
300,000
2,000,000
50,000
1,999,999,900
SAR
100.00
HKD
99.52
EURO
100.00
INR
99.40
Permasteelisa Gartner
Qatar Llc
Permasteelisa Gartner
Middle East Llc
Permasteelisa Pacific
Holdings Ltd.
Permasteelisa S.p.A.
Permasteelisa Pacific
Holdings Ltd.
5.00
95.00
100.00
100.00
99.88
119
Permasteelisa Japan
K.K.
Tokyo (Japan)
Permasteelisa Macau
Limited
Macau (R.P.C.)
Permasteelisa Mongolia
Llc
Permasteelisa North
America Corp.
Permasteelisa Pacific
Holdings Ltd.
Permasteelisa
Participations S.r.l.
Ulaanbaatar
(Mongolia)
Permasteelisa
Philippines Inc.
Permasteelisa Projects
(Thailand) Ltd
Pasig City
(Philippines)
Chonburi Province
(Thailand)
Permasteelisa PTY
Limited
Chipping
(Australia)
Permasteelisa S.p.A.
Azerbaijan Branch Office
Permasteelisa Taiwan
Ltd.
Permasteelisa Turkey
İnşaat Tіcaret Limited
Şirketi
Baku (Republic of
Azerbaijan)
Permasteelisa UK Ltd.
London (UK)
RI.ISA d.o.o.
Rijeka (Croatia)
Scheldebouw B.V.
Scheldebouw UK Ltd.
Tower Installation Llc
165,000,000
JPY
100,000
MOP
130,000,000,00
MNT
30,132
USD
Windsor (USA)
Singapore
75,380,800
Vittorio Veneto
(Italy)
50,000
Norton
Taipei (Taiwan)
SGD
1.00
100.00 Permasteelisa S.p.A.
100.00
Permasteelisa S.p.A.
Josef Gartner GmbH
Permasteelisa S.p.A.
Permasteelisa North
America Corp.
Permasteelisa Pacific
Holdings Ltd
Global Architectural
Co. Ltd
Permasteelisa Pacific
Holdings Ltd.
Permasteelisa Hong
Kong Limited
54.25
45.27
99.00
1.00
99.52
EURO
100
99.51
4,000,000
THB
48.76
15,434,956
AUD
99.52
N/A
AZN
5,000,000
TWD
99.51
22,275
TRY
100.00
3,510,000
55,200
99.99
48.998
54.17
45.83
100.00 Permasteelisa S.p.A
100.00
Josef Gartner & Co.
(HK) Ltd.
99.99
Permasteelisa S.p.A.
100.00
GBP
100.00 Permasteelisa S.p.A.
100.00
HRK
98.55 Pemasteelisa S.p.A.
98.55
EURO
100.00 Permasteelisa S.p.A.
100.00
100.00
1,000
GBP
100.00 Scheldebouw B.V.
N/A
USD
100.00
Windsor (USA)
99.00
100.00
PHP
3,040,326
99.80
0.20
Permasteelisa Pacific
Holdings Ltd
99.52
10,200,000
Istanbul (Turkey)
Middelburg
(Holland)
Middelburg
(Holland)
Permasteelisa Pacific
Holdings Ltd.
99.52
Permasteelisa PTY
Ltd.
Permasteelisa Hong
Kong Limited
99.52 Permasteelisa Pacific
Holdings Ltd
Permasteelisa North
America Corp.
100.00
(*) 100% in terms of the right to the sharing of profit and of losses
(**) 97% in terms of the right to the sharing of profit and of losses
List of jointly controlled subsidiaries:
COMPANY NAME
Cladding Technology
Italia (CTI) – winding up
REGISTERED
OFFICE
SHARE
CAPITAL
Milan
(Italy)
N/A (***)
CURRENCY
% OF
CONSOLIDATION
OWNERSHIP
- Permasteelisa S.p.A.
EURO
% OWNERSHIP
REGISTRATION
50.00
(***)The Consortium Capital Fund amounts to Euro 50,000
Considering the little impact as at 31 December 2014 and as at 31 December 2013, the Group's investment in
the consortium Cladding Technology Italia (CTI) was entered into the financial statements under the item other
equity investments for Euro 25 thousand.
List of not consolidated subsidiaries:
COMPANY NAME
Permasteelisa Épitőipari Kft – windin up
REGISTERED OFFICE
Budapest (Hungary)
SHARE
CURRENCY
CAPITAL
3,000,000
HUF
OWNERSHIP
Pemasteelisa S.p.A.
%
OWNERSHIP
Registration
100.00
120
List of associated companies:
COMPANY NAME
REGISTERED OFFICE
Unifront B.V.
Ulft (Holland)
SHARE
CURRENCY
CAPITAL
143,500
EURO
OWNERSHIP
%
OWNERSHIP
Registration
Scheldebouw B.V.
26.27
Elenco delle altre società partecipate in misura superiore al 10%:
COMPANY NAME
REGISTERED OFFICE
Interoxyd AG
Altenrhein (Switzerland)
Dyepower Consorzio
Rome (Italy)
Mobil Project S.p.A.
San Vendemiano (Italy)
SHARE
CURRENCY
CAPITAL
50,000
CHF
OWNERSHIP
%
OWNERSHIP
Registration
Scheldebouw B.V.
18.00
N/A (****)
EURO
Permasteelisa S.p.A.
24.95
500,000
EURO
Permasteelisa Partecipations S.r.l.
20.00
(****) The Consortium Capital Fund amounts to Euro 1,702,257
The Dyepower Consorzio is a non-profit association of companies aiming at promoting, planning and
implementing of research & development activities in organic/hybrid photovoltaics, particularly concerning solar
cells dye-sensitized on glass or other rigid, non-metallic products. It can also provide services for its associate
members in the development, assessment and implementation of research projects in photovoltaics, both within
the national territory and in an international context.
Changes in consolidation area compared to 31 December 2013 are related to the first consolidation of
Permasteelisa Projects (Thailand) Ltd with line by line method.
There were also increase in Group investments in already consolidated subsidiaries that are listed below:
-
in Josef Gartner (Macau) Ltd Goup the investments rose from 96% to 100% following the acquisition of
4% by Permasteelisa Pacific Holdings Ltd;
in Permasteelisa (India) Private Limited the investments rose from 76% to 99.88% following the capital
increase by Permasteelisa Pacific Holdings Ltd;
in Permasteelisa Macau Limited the investments rose from 99% to 100% following the acquisition of 1%
by Permsteelisa Pacific Holdings Ltd.
121
PERMASTEELISA S.p.A.
122
Permasteelisa S.p.A.
Statutory Financial Statements
For the year ended
31 December 2014
123
Income Statement
For the year ended 31 December 2014
Notes
2014
2013
192,481,826
6,431,540
198,913,366
198,605,679
659,796
199,265,475
(75,844,757)
(80,700,717)
(51,795,114)
(4,767,575)
0
(1,869,876)
(423,650)
24,094,028
25,568
(191,282,093)
(93,982,206)
(81,516,953)
(49,705,994)
(4,774,717)
(128,243)
3,342,018
(403,043)
23,181,157
15,302
(203,972,679)
7,631,273
(4,707,204)
67,183,524
(39,825,724)
27,357,800
26,770,791
(20,618,054)
6,152,737
0
(20,000,000)
14,989,073
(4,599,671)
10,389,402
0
0
1,445,533
(48,416)
1,397,117
In Euro
Revenues
Other operating income
Total operating revenues
Raw materials and consumables used
Services expenses and use of third party assets
Personnel expenses
Depreciation, amortization and impairment losses
Bad debts provision
Provision for risks and charges
Other operating expenses
Cost Recovery
In-house enhancement of fixed assets
Total operating expenses
4
1
5
5
6
7
8
9
10
Operating result
Financial income
Financial expenses
Net financial expenses
11
Revaluation of equity investments
Write-downs of equity investments
Profit/(loss) before tax
Income tax expense
Profit/(loss) after tax
12
11
11
13
14
124
Statement of Comprehensive Income
For the year ended 31 December 2014
31 December
2014
31 December
2013
10,389,402
1,397,117
Hedging reserves for risks variation, net of tax
Gains / (losses) from the translation of the Branch
(1,378,407)
13,000
(1,015,059)
(9,205)
Total comprehensive income/(loss) that may be reclassified to
Income Statement
(1,365,407)
(1,024,264)
(377,191)
134,101
(377,191)
134,101
(1,742,598)
(890,163)
8,646,804
506,954
In Euro
Profit/(loss) of the period (A)
Items that may be reclassified to Income Statement:
Items that will never be reclassified to Income Statement
Gains/(losses) on actuarial evaluation
Total comprehensive income/(loss) that will never be reclassified to
Income Statement
Total Other comprehensive income, net of tax (B)
Total Comprehensive income/(loss) (A)+(B)
125
Statement of Financial Position
as at 31 December 2014
In Euro
Assets
Intangible assets
Tangibles assets
Equity investments in subsidiaries
Other equity investments
Deferred tax assets
Total non-current assets
Contracts work-in-progress and inventories
Trade receivables from third parties
Trade receivables from subsidiaries
Financial receivables from subsidiaries
Income tax receivables
Other current assets
Cash and cash equivalents
Total current assets
Notes
15
16
17
18
19
20
21
22
22
23
24
25
Total assets
Equity
Share capital
Legal reserve
Share premium
Revaluation reserve
IAS 19 Reserve
Translation reserve
Foreign Exchange Risk Hedging Reserve
Commodities Risk Hedging Reserve
Other reserves
Retained earnings
Profit/(loss) for the period
Total equity
Liabilities
Amounts payable to banks and other financial creditors
Severance indemnity fund
Deferred tax liabilities
Provisions for risks and charges
Total non-current liabilities
Amounts payable to banks and other financial creditors
Excess of progress billings over work-in-progress
Advances from customers
Trade payables to third parties
Trade payables to subsidiaries
Financial payables to subsidiaries
Current tax liabilities
Other current liabilities
Total current liabilities
Total equity and liabilities
26
26
26
26
26
26
26
26
26
26
26
27
28
19
29
27
20
20
30
31
31
32
32
31 December
2014
31 December
2013
10,227,179
27,387,908
297,559,852
1,034,104
16,149,548
352,358,591
91,568,725
42,073,474
78,413,033
200,427,490
0
19,303,234
13,326,615
445,112,571
8,717,354
28,890,108
317,610,348
1,034,104
16,885,219
373,137,133
66,044,038
31,641,067
71,095,206
124,783,463
939,568
13,609,439
2,407,249
310,520,030
797,471,162
683,657,163
6,900,000
1,380,000
0
0
(514,304)
3,669
(767,346)
0
163,999,204
14,748,050
10,389,402
196,138,675
6,900,000
1,380,000
0
0
(137,113)
(9,331)
611,601
0
163,998,297
13,350,933
1,397,117
187,491,504
27,510,090
3,636,449
5,630,428
4,752,320
41,529,287
341,556,787
9,579,185
20,339,500
62,483,567
6,841,191
90,100,599
630,095
28,272,276
559,803,200
797,471,162
0
3,112,373
11,474,314
2,936,078
17,522,765
272,579,549
4,050,657
16,094,841
54,169,024
4,745,775
109,490,107
0
17,512,941
478,642,894
683,657,163
126
Statement of cash flows
For the year ended 31 December 2014
In thousands of Euro
2014
2013
14,989
1,446
(1,502)
7,075
4,768
(25)
1,870
0
20,000
(93)
97
32,190
(1,030)
5,321
4,475
15
(3,342)
128
0
(102)
83
5,848
(1,378)
0
(377)
(15,752)
(2,118)
(5,222)
(267)
(1,982)
(7,381)
1,502
(41)
(33,016)
(1,005)
(10)
134
(19,061)
7,828
(15,428)
(4,371)
(568)
(5,147)
1,030
7
(36,591)
Net cash flows generated by operating activities (A)
14,163
(29,297)
Cash flows generated (absorbed) by investing activities
Net investment in tangible and intangible assets
Proceeds from disposal of tangible and intangible assets
Change in other equity investments
Changes in subsidiaries equity investments
Net cash flows absorbed by investing activities (B)
(4,724)
28
0
0
(4,696)
(3,059)
97
0
(3,000)
(5,962)
Cash flows generated (absorbed) by financing activities
Change in intercompany current accounts
(95,034)
(65,295)
Net cash flows absorbed by financing activities (C)
(95,034)
(65,295)
Net increase/(decrease) in cash surplus/(deficit) (A+B+C)
(85,567)
(100,554)
(270,193)
(169,619)
Cash flows generated (absorbed) by operating activities
Result before tax
Adjustments made to reconcile the result before tax with the cash
flow changes generated (absorbed) by operating activities:
- Interest income
- Interest expense
- Depreciation and amortization expenses and impairment losses
- Gain/loss on disposal of tangible and intangible assets
- Provision for risks and charge
- Bad debts provision
- Equity investments write-downs/(revaluations)
- Severance indemnity fund payments to employees
- Severance indemnity fund expenses
Total adjustments
Changes in operating activities:
- Changes in foreign exchange risk hedging reserve
- Changes in commodities risk hedging reserve
- Changes in IAS19 reserve
- Changes in the other captions of working capital (*)
- Changes in trade receivables/payables to third parties
- Changes in trade receivables/payables to subsidiaries
- Changes in other captions of operating capital (**)
- Income tax paid
- Interests paid
- Interest received
- Effect of exchange rate changes on operating activities cash flows
Total changes
Net cash surplus/(deficit) as at 1 January (D)
127
Effect of exchange rate changes on balances held in foreign currency
(E)
Net cash surplus/(deficit) as at 31 December (A+B+C+D+E)
Net cash surplus/(deficit) includes:
Bank and post current accounts and deposits
Cash in hand
Bank overdrafts and other short-term loans
Shareholder loan
19
0
(355,741)
(270,173)
13,292
34
(341,557)
(27,510)
(355,741)
2,396
11
(272,580)
0
(270,173)
(*) The other captions of working capital refer to the following captions included in the statement of financial position of the Company: trade
receivables and payables from/to third parties and from/to not consolidated subsidiaries and associated companies.
(**) The other captions of operating capital refer to the following captions included in the statement of financial position of the Company:
income tax receivables and payables, deferred tax assets and liabilities, other current assets and liabilities, provision for risks and charges..
128
Statement of Net Equity Changes
For the year ended 31 December 2013
Share
capital
Legal
reserve
Share
premium
Revalutation
reserve
-
-
Merger
surplus
reserve
Other
merger
reserve
In thousands of Euro
Balance as at 1st January
2013
Income (expenses) recognized
directly in equity:
Translation differences
6,900
1,380
4
167,831
IAS
conversion
reserve
(not
available)
Other IAS
conversion
reserve
Translation
reserve
312
(103)
-
Foreign
exchange
risk
hedging
reserve
Commodities
risk hedging
reserve
1,617
10
IAS 19
Reserve
(271)
Other
reserves
Retained
earnings
15
13,351
191,046
(9)
Foreign exchange risk hedging
reserve variation
Commodities risk hedging
reserve variation
Interest rate risk hedging
reserve variation
Changes in IAS 19 Reserve
(9)
(1,005)
(1,005)
(10)
(10)
134
-
-
-
-
-
-
-
-
(9)
(1,005)
(10)
134
134
-
Net result for the period
Total Income (expenses) for
the period
Transactions with
shareholders:
Destination of operating result
Net equity
-
-
-
-
-
-
-
-
(9)
(1,005)
(10)
134
(3,195)
144
(1,005)
Direct merger effect
Other changes
Dividends
-
-
(890)
1,397
1,397
1,397
507
(3,195)
139
(1,005)
(5)
Rounding
Balance as at 31 December
2013
-
-
-
-
-
(4,056)
-
-
-
-
-
-
(5)
-
(4,061)
6,900
1,380
-
-
4
163,775
312
(103)
(9)
612
0
(137)
10
14,748
187,492
129
For the year ended 31 December 2014
Share
capital
Legal
reserve
Share
premium
Revalutation
reserve
Merger
surplus
reserve
-
4
Other merger
reserve
IAS
conversion
reserve (not
available)
Other IAS
conversion
reserve
Translation
reserve
Foreign
exchange
risk
hedging
reserve
Commodities
risk hedging
reserve
IAS 19
Reserve
Other
reserves
Retained
earnings
Net equity
In thousands of Euro
Balance as at 1st January 2014
6,900
1,380
-
163,775
312
(103)
Income (expenses) recognized
directly in equity:
Translation differences
(9)
612
-
(137)
10
187,492
13
Foreign exchange risk hedging
reserve variation
Commodities risk hedging reserve
variation
Interest rate risk hedging reserve
variation
Changes in IAS 19 Reserve
13
(1,378)
(1,378)
(377)
(377)
-
-
-
-
-
-
-
-
13
(1,378)
-
(377)
-
-
-
-
-
-
-
-
-
13
(1,378)
-
(377)
-
Net result for the period
Total Income (expenses) for the
period
Transactions with shareholders:
14,748
-
(1,742)
10,389
10,389
10,389
8,647
Destination of operating result
Direct merger effect
Other changes
Dividends
5
(5)
-
Rounding
Balance as at 31 December 2014
-
-
-
-
-
5
-
-
-
-
-
-
(5)
-
-
6,900
1,380
-
-
4
163,780
312
(103)
4
(766)
-
(514)
5
25,137
196,139
130
Notes to the Statutory Financial Statements
Company’s information
Permasteelisa S.p.A. (hereinafter referred to as the “Company”) is a company domiciled in Italy that operates
internationally both directly and indirectly through its subsidiaries in the field of the design, production and
installation of architectural components (curtain walls, partition walls and doors) and interior design.
The Statutory Financial Statements of the Permasteelisa S.p.A. have been drawn up in Euro, which is the
currency of the economic area in which the Company operates.
Permasteelisa S.p.A., as Parent Company, has also prepared the Consolidated Financial Statements of
Permasteelisa Group as at 31 December 2014.
The draft Financial Statements were approved by the Board of Directors on 23 April 2015 and will be submitted
for approval by Shareholders’ meeting convened for 30 April 2015.
These financial statements are subject to audit by Deloitte & Touche S.p.A.
Financial tables
The tables provided for the statement of financial position, the income statement, the statement of cash flows and
of net equity changes used for the period closed as at 31 December 2014 are the same as those used for the
Consolidated Financial Statements as at 31 December 2013.
The statement of financial position, the income statement, the statement of cash flows and of net equity changes
used for the period closed as at 31 December 2014 are prepared in thousands of Euro and are characterised as
follows:
Statement of financial position
The methods whereby assets and liabilities are broken down into “current and non-current” was adopted, with
separate indication of assets and liabilities held for sale, if any.
The current assets include assets (such as inventories, assets for contracts work-in-progress and trade
receivables) that are sold, consumed or realised as part of the normal operating cycle, even when they are not
expected to be realised within 12 months after the balance sheet date. Some current liabilities, such as trade
payables and some accruals for employees and other operating costs, are part of the working capital used in the
normal operating cycle. Such operating items are classified as current liabilities even if they are due to be settled
more than 12 months after the balance sheet date.
Income statement
The adopted method breaks costs down based on their nature.
Statement of cash flows
The indirect method was employed.
Statement of net equity changes
The statement that shows all the changes of the net equity was adopted.
Accounting principles
(a) Statement of compliance
The Statutory Financial Statements 2014 represent the separate financial statements of the Parent Company
Permasteelisa S.p.A. and have been prepared according to IFRS International Accounting Standards issued by
the International Accounting Standards Board (“IASB”) and endorsed by the European Union. IFRS is understood
to include also the International Accounting Standards (“IAS”) that are currently in force in addition to the
131
interpretations made available by the International Financial Reporting Interpretations Committee (“IFRIC”),
previously known as the Standing Interpretations Committee (“SIC”).
According to the European Regulation n. 1606 dated 19 July 2002, the Company adopted the International
Accounting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) for the
preparation of the separate financial statements and for the preparation of the Consolidated Financial Statements
too.
These Statutory Financial Statements were prepared in accordance with the accounting standards described in
the paragraphs below, namely the same standards that were used to prepare the Statutory Financial Statements
as at 31 December 2013, except for those described in this paragraph, letter “y”.
(b) Basis of preparation
The financial statements are presented in Euro on the historical cost basis except for the following assets and
liabilities that are stated at their fair value: derivative financial instruments, financial instruments held for trading,
financial instruments classified as available-for-sale.
The preparation of financial statements in conformity with IFRS requires management to make judgements,
estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities,
income and expenses. The estimates and associated assumptions are based on historical experience and
various other factors that are believed to be reasonable under the circumstances, the results of which form the
basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is revised if the revision affects only that period, or in the
period of the revision and future periods if the revision affects both current and future periods.
The accounting principles exposed in the following paragraphs have been consistently applied for all the periods
included in this Statutory Financial Statements.
(c) Basis of conversion of foreign currency
(i) Foreign currency transactions
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to Euro
at the foreign exchange rate ruling at that date. Foreign exchange differences arising on this translation are
recognised in the income statement. Non-monetary assets and liabilities that are measured in terms of historical
cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary
assets and liabilities denominated in foreign currencies that are stated at fair value are translated to Euro at
foreign exchange rates ruling at the dates the fair value was determined.
The exchange rates used for the closing as at 31 December 2014 and the comparative exchange rates of the
previous year are as follows:
31 December 2014
Currency
Thai Bath
Brazil Real
Danish Krone
Norwegian Krone
Dubai Dirham
Australian Dollar
Canadian Dollar
Hong Kong Dollar
Singapore Dollar
Taiwan Dollar
United States Dollar
31 December 2013
Exchange rate at the
balance sheet date
Average exchange rate of
the year
Exchange rate at the
balance sheet date
Average exchange rate of
the year
39,91
3,2207
7,4453
9,042
4,45942
1,4829
1,4063
9,417
1,6058
38,413256
1,2141
43,162725
3,122768
7,454923
8,355114
4,880827
1,472396
1,466869
10,305172
1,682997
40,266392
1,328843
45,178
3,2576
7,4593
8,363
5,06539
1,5423
1,4671
10,6933
1,7414
41,139974
1,3791
40,823333
2,866943
7,457924
7,805069
4,878238
1,377018
1,368452
10,301767
1,661814
39,429292
1,328138
132
Hungarian Forint
Swiss Franc
Croatian Kuna
Turkish Lira
Manat Azerbaigian
Pataca Macau
Philippine Peso
Chinese Renminbi
Malayan Ringitt
Riyal Qatar
Riyal Saudi Arabia
Russian Ruble
Indian Rupia
Israeli Shekel
Pound Sterling
Vietnam Dong
Korean Won
Mongol Tugrik
Japanese Yen
Polish Zloty
315,54
1,2024
7,658
2,832
0,952461
9,700628
54,436
7,5358
4,2473
4,421554
4,557329
72,337
76,719
4,72
0,7789
25.972.131395
1,324,80
2,292.755004
145,23
4,2732
308,704500
1,214632
7,634633
2,906998
1,042478
10,614275
59,003883
8,188248
4,347216
4,838621
4,984355
51,011258
81,068883
4,746663
0,806429
28,160.333333
1,399,030000
2,413.929167
140,377250
4,184468
297,04
1,2276
7,6265
2,9605
1,081904
11,014953
61,289
8,3491
4,5221
5,021872
5,17242
45,3246
85,366
4,788
0,8337
29,096.65926
1,450,93
2,288.395794
144,72
4,1543
296,941167
1,230923
7,579053
2,53289
1,041777
10,610925
56,413383
8,165488
4,185508
4,835676
4,980928
42,324825
77,875258
4,795392
0,849253
27,922.58333
1,453,8550
2,026.320833
129,659667
4,197082
(d) Derivative financial instruments
The Company uses derivative financial instruments (generally forward exchange contracts and swaps) only to
hedge its exposure to foreign currency risk, to commodities risk and interest risk coming from its operating and
financial activities.
According to its treasury policy, the Company does not hold or issue derivative financial instruments for trading
purposes. Anyway, derivative financial instruments for which the criterion to record the operations as hedging
operations are not respected, are recorded as trading instruments.
Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are
subsequently re-measured at their fair value. The gain or loss on re-measurement to fair value is recognised
immediately in profit or loss account.
However, where derivatives qualify for hedge accounting, recognition of any resultant gain or loss depends on
the nature of the item being hedged (see the accounting policy described in “e”.
The fair value of forward exchange contracts is their quoted market price at the balance sheet date, being the
present value of the quoted forward price.
(e) Hedging
(i) Cash flow hedging (foreign currency risk)
The Company uses derivative financial instruments to hedge its exposure to foreign currency risk coming from its
operating and financial activities.
In particular, the Company uses derivative financial instruments to hedge the foreign currency risk related to the
contracts work-in-progress cash flows. When the Company acquires a job whose future cash flows are
denominated in foreign currency, specific forward exchange contracts or swaps on foreign currency are
concluded to hedge the foreign currency risk existing on those future cash flows; therefore these hedging
operations are related to highly probable future transactions as the job that is hedged is effectively acquired when
the hedging contract or contracts are concluded. Considering the length of the Company contracts, the
estimation of the timing of the future cash flows is very difficult and subject to changes that can be also relevant;
as a consequence, the Company policy consists in making an initial hedging of future cash flows based on an
rough estimation of the future cash flows timing and subsequently in:
-
rolling over the forward exchange contracts or swaps on foreign currency if at the expiry date the
correspondent cash flows related to the job does not occur;
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-
in concluding another forward exchange contract or swap on foreign currency, of opposite sign and same
expiry date of the existing hedging contracts, if the cash flow related to the job occurs in advance with
respect to the expiry date of the existing hedging contracts.
The gains and losses deriving from the roll-over operation of these derivative financial instruments and from their
evaluation at fair value are recognised directly in the net equity in a specific reserve for the effective part; these
gains and losses are removed from the net equity and recorded in the income statement in the same period or
periods during which the hedged forecast transaction affects income statement; they are included in the
operating revenues or operating expenses if related to hedging operations of job contracts cash flows.
The ineffective part of any gain or loss is recognised immediately in the income statement.
The Company does not measure the prospective effectiveness of its hedging operations as, on the basis of the
method used for hedging the future cash flows related to contracts work-in-progress in foreign currency, the
Company considers that it always included in the range requested by IAS 39 (80%-125%); any ineffectiveness
can occur retrospectively only if the roll-over operations or the closing in advance of a forward exchange contract
or swap on foreign currency are not performed correctly; the measurement of the retrospective ineffectiveness is
therefore made continuously monitoring that these cases do not occur.
If the hedged transaction is no longer expected to take place, the cumulative unrealised gains or losses
recognised in equity are recognised immediately in the income statement as financial components.
Finally, according to the Company policy the foreign currency risk hedging is made on the spot rate; as a
consequence, the difference between spot rate and forward rate recorded when a roll-over operation is
performed and the interest component included in the fair value of the forward contracts or swaps on foreign
currency, are always recorded in the income statement in the financial components as hedging
expenses/revenues, regardless whether the contract does or does not comply with the requirements for being
considered as such.
(ii) Hedge of monetary assets and liabilities
The Company uses derivative financial instruments also to hedge economically the foreign exchange exposure of
a recognised monetary asset or liability as the loans in foreign currency; in this case no hedge accounting is
applied and any gain or loss on the hedging instrument is recognised directly in the income statement.
(iii) Cash flow hedging (Commodities Risk)
The Company uses derivative financial instruments also to hedge price risk on commodities coming from its
operating activities.
In particular, the Company uses derivative financial instruments to hedge the price risk related to aluminium
purchase for the contracts work-in-progress. When the Company acquires a job whose future cash flows are
related to aluminium purchase, specific forward exchange contracts or swaps on foreign currency are concluded
to hedge the price risk existing on this commodity; therefore these hedging operations are related to highly
probable future transactions as the job that is hedged, with regard to the aluminium purchase, is effectively
acquired when the hedging contract or contracts are concluded. In consideration of the variability of the price of
aluminium, the aim of hedging is to freeze this price already since the acquisition of the order itself; subsequently,
as the aluminium order, as well as the relevant price are agreed with the supplier, the Company shall complete
the aluminium forward purchase by completing a transaction of opposite sign. If, upon expiry of the transaction,
the order has not been defined yet for the supplier, the hedging contract(s) shall be rolled over.
The gains and losses deriving from the regulation of the operations on maturity, including the effect of the
possible roll-over operation of these derivative financial instruments and from their evaluation at fair value are
recognised directly in the net equity in a specific reserve for the effective part; these gains and losses are
removed from the net equity and recorded in the income statement in the same period or periods during which
the hedged forecast transaction affects income statement (arrival of the goods); they are included in the
operating expenses.
The ineffective part of any profit or loss is recognised immediately in the financial entries of the income
statement.
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The Company does not measure the prospective effectiveness of its hedging operations as, on the basis of the
method used for hedging of the price risk on the future cash flows payments related to aluminium purchases on
contracts work-in-progress, the Company considers that it always included in the range requested by IAS 39
(80%-125%); any ineffectiveness can occur retrospectively only if the roll-over operations or the closing in
advance of an hedging contract by operation of the opposite sign when the order to the supplier is fixed are not
performed correctly; the measurement of the retrospective ineffectiveness is therefore made continuously
monitoring that these cases do not occur.
If the hedged transaction is not expected to occur again in the future, the losses or profit on the accumulated
price difference entered in the net equity are immediately acknowledged and entered into its financial items.
Finally, according to the Company policy the price risk on commodities is made on the spot rate; as a
consequence, the difference between spot rate and forward rate recorded when a roll-over operation is
performed and the interest component included in the fair value of the forward contracts or swaps on foreign
currency, are always recorded in the income statement in the financial components as hedging
expenses/revenues, regardless whether the contract does or does not comply with the requirements for being
considered as such.
(f) Tangible assets
(i) Owned tangible assets
Items of property, plant and equipment are stated at cost less accumulated depreciation (depreciation criteria are
reported below) and impairment losses (see accounting policy “n”). The cost of self-constructed assets includes
the cost of materials, direct labour, and the initial estimate, where relevant, of the costs of dismantling and
removing the items and restoring the site on which they are located, and an appropriate proportion of production
overheads.
Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as
separate items of property, plant and equipment according to the “component approach”.
(ii) Subsequent costs
The Company recognises in the carrying amount of an item of property, plant and equipment the cost of
replacing part of such an item when that cost is incurred if it is probable that the future economic benefits
embodied with the item will flow to the Company and the cost of the item can be measured reliably. All other
costs are recognised in the income statement as an expense as incurred.
(iii) Depreciation
Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each
part of an item of property, plant and equipment. Depreciation is applied from the date the tangible assets are
available for use. Land is not depreciated. The estimated useful lives are as follows:
-
buildings
plant and machinery
equipment
other assets
33 years
7-25 years
4-5 years
4-8 years
The useful lives and the residual value, if significant, are annually revised.
(g) Intangible assets
(i) Research and development
Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge
and understanding, is recognised in the income statement as an expense as incurred.
Expenditure on development activities, whereby research findings are applied to a plan or design for the
production of new or substantially improved products and processes, is capitalised if the product or process is
technically and commercially feasible and the Company has sufficient resources to complete development. The
expenditure capitalised includes the cost of materials, direct labour and an appropriate proportion of overheads.
Other development expenditure is recognised in the income statement as an expense as incurred.
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Capitalised development expenditure is stated at cost less accumulated amortization (amortization criteria are
reported below) and impairment losses (see accounting policy “n”).
(ii) Other intangible assets
Other intangible assets that are acquired by the Company are stated at cost less accumulated amortization
(amortization criteria are reported below) and impairment losses (see accounting policy “n”).
Expenditure on internally generated goodwill and brands is recognised in the income statement as an expense
as incurred.
(iii) Subsequent expenditure
Subsequent expenditure on capitalised intangible assets is capitalised only when it increases the future
economic benefits embodied in the specific asset to which it relates. All other expenditure is expensed as income
statement when incurred.
(iv) Amortization
Amortization is charged to the income statement on a straight-line basis over the estimated useful lives of
intangible assets unless such lives are indefinite. Intangible assets with an indefinite useful life and intangible
assets not yet available to be used are systematically tested for impairment at each balance sheet date. Other
intangible assets are amortised from the date they are available for use. The estimated useful lives are as
follows:
-
rights to use intellectual property (software)
capitalised development costs
backlog
customer relationship
3-5 years
5 years
on the basis of the economical development
20 years
(h) Investments in subsidiaries and associate companies
Investments in subsidiaries and associate companies are stated at cost adjusted for any impairment losses.
Any positive difference, arising on acquisition, between the purchase cost and the fair value of net assets
acquired by the Company in the investee company is, accordingly, included in the carrying amount of the
investment.
Investments in subsidiaries and associate companies are tested annually, or more often if necessary, for
impairment. Where evidence of impairment exists, an impairment loss is recognized directly in the income
statement as devalutation. If the company’s share of losses of the investee exceeds the carrying amount of the
investment and if the company has an obligation or intention to cover these losses, the value of the investment is
reduced to zero and the and the share of additional losses is recognized as a provision in the liabilities. If the
impairment loss subsequently no longer exists or is reduced, a reversal is recognized in the income statement up
to the limit of the cost of the investment.
(i)
Trade receivables to third parties
Trade receivables are recognised initially at fair value and subsequently recorded at the amortised cost, using the
effective interest method, net of impairment losses related to amounts considered recoverable, recorded as
provision. The estimation of the recoverable amounts is based of future expected cash flows.
Trade receivables, whose expiry date is within ordinary trade terms, are not discounted.
(j)
Contracts work-in-progress
Contracts work-in-progress are reported in accordance with the progress stage (or completion percentage) of the
works, according to which the costs, revenues, and margin are recognised based on the progress of the
productive activity. The policy adopted by the Company is the completion percentage determined by applying the
“incurred cost” (cost to cost) criterion.
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The valuation reflects the best estimate of the contracts made as at the reporting date. Periodically, the
assumptions underlying the evaluations are updated. Any economic effect is recorded in the year in which the
updates have been made.
The contract revenues include the payments agreed upon by contract, work changes, price revision, incentives,
and any claims, to the extent that these are likely to be reliably valuated. In particular, the valuation of claims was
guided, based on certain technical and legal analysis, towards the positive results that could reasonably be
achieved from disputes with the customers.
The contracts costs include all the costs that refer directly to the project, the costs that may be attributed to the
contract activity in general and that may be allocated to the said project, in addition to any other costs that may
be specifically charged to the customer based on the contractual clauses.
The contract costs also include the pre-operative costs, which is to say the costs incurred in the initial phase of
the contract before the construction activity is began (costs or preparing, tenders, design costs, costs for
organization and start-up of production, construction site installation costs) and the post-operative costs that are
incurred after the contract is closed (removal of the construction site, return of plant/equipment to base, etc.).
Should the completion of a project be forecast to lead to a loss, this shall be recognised in its entirety in the year
in which it may be reasonably expected.
The contracts in progress are set out net of any depreciation fund and/or final losses, as well as the progress
billings for the contract being carried out.
This analysis is carried out on a contract by contract basis: should the difference be positive (due to contracts in
progress greater than the amounts of the progress billings), it is classified among the assets (contracts work-inprogress); on the other hand, should the difference be negative, it is classified among the liabilities (liabilities for
contracts work-in-progress).
Should the final losses fund for the individual contract exceed the value of the work entered in the assets, this
excess is classified under the provision for risks and charges.
Contracts with payment denominated in foreign currency other than the functional currency (Euro for the
Company) are valuated by converting the accrued share of payments determined based on the completion
percentage method, at the exchange rate ruling at the reporting date for the portion yet not invoiced, and at the
exchange rate ruling at the transaction date for the portion already invoiced.
(k) Inventories
Inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling
price in the ordinary course of business, less the estimated costs of completion and selling expenses.
The cost determining method is the weighted average cost and includes expenditure incurred in acquiring the
inventories and bringing them to their existing location and condition. In the case of manufactured inventories and
works in progress, cost includes an appropriate share of overheads based on normal operating capacity.
(l)
Other financial assets
Other financial assets that the Company intends and is able to hold until maturity are recorded at the fair value of
the initial consideration given in exchange plus the related transaction costs. Subsequently, they are valued on
an amortised-cost basis using the original effective interest method.
Financial assets are derecognised when, following their sale or settlement, the Company is no longer involved in
their management and has transferred all risks and rewards of ownership.
(m) Cash and cash equivalents
Cash and cash equivalents include bank and post current accounts and deposits. Bank overdrafts, advances and
other short-term loans which are repayable on demand and form an integral part of the Company’s cash
managements are considered as components of cash surplus or deficit for cash flow statement purposes.
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(n) Impairment of tangible and intangible assets
The carrying amounts of tangible and intangible are reviewed at each balance sheet date to determine whether
there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated.
Even if there are no indication of impairment, for goodwill, assets that have an indefinite useful life and intangible
assets that are not yet available for use, the recoverable amount is estimated at each balance sheet date.
An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds
its recoverable amount. Impairment losses are recognised in the income statement.
Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying
amount of any goodwill allocated to cash-generating units (group of units) and then, to reduce the carrying
amount of the other assets in the unit (group of units) on a pro rata basis.
(i)
Calculation of recoverable amount
The recoverable amount of an asset is the greater of their net selling price and value in use. In assessing value in
use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset. For an asset
that does not generate largely independent cash inflows, the recoverable amount is determined for the cashgenerating unit to which the asset belongs.
(ii) Reversal of impairment
An impairment loss, except if in respect of goodwill, is reversed and recorded in the income statement, only if the
reasons for the impairment loss cease to exist. An impairment loss is reversed only to the extent that the asset’s
carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or
amortization, if no impairment loss had been recognise.
(o) Equity
(i) Share capital
Share capital includes the subscribed and paid up Company’s share capital.
(ii) Dividends
Dividends are recognised as a liability in the period in which they are declared.
(iii) Treasury shares
Treasury shares are entered as write-down of the shareholder’s equity. The original cost of treasury shares and
the income arising from their subsequent sale, if pertinent, are entered as movements in the shareholder’s equity.
(p) Amounts payable to banks and other financial creditors
Amounts payable to banks and other financial creditors are recognised initially at fair value less attributable
transaction costs. Subsequent to initial recognition, they are stated at amortised cost with any difference between
cost and redemption value being recognised in the income statement over the period of the borrowings or loans
on an effective interest basis.
(q) Pension funds and other employee benefits
(i) Defined contribution plans
Obligations for contributions to defined contribution pension plans are recognised as an expense in the income
statement as incurred.
(ii) Severance indemnity fund
Employee severance indemnity, mandatory for Italian companies pursuant to art. 2120 of the Italian Civil Code, is
deferred compensation and is based on the employees’ years of service and the compensation earned by the
employee during the service period.
Starting from January 1, 2007, Italian Law introduced for employees the choice to direct their accruing indemnity
either to supplementary pension funds or leave the indemnity as an obligation of the company. Companies that
138
employ at least 50 employees should transfer the employee severance indemnity to the “Treasury fund”
managed by INPS, the Italian Social Security Institute.
Consequently, the Company’s obligation to INPS and the contributions to supplementary pension funds take the
form, under IAS 19, of a “Defined contribution plan”
Under IAS 19 - Employee Benefits, the employee severance indemnity as calculated is considered a “Defined
benefit plan” and the related liability recognized in the statement of financial position (Provision for employee
severance indemnities) is determined by actuarial calculations.
According to IAS 19 (Employee Benefits), the remeasurements of actuarial gains and losses are recognized in
other components of other comprehensive income. Service cost of Italian companies that employ less than 50
employees, as well as interest expenses related to the “time value” component of the actuarial calculations (the
latter classified as Finance expenses), are recognized in the separate income statement.
The discount rate is that attributable to obligations with “AA“ rating with due date similar to that relating to the
obligation of the Company. The calculation is done by an independent qualified actuary.
(r) Provision for risks and charges
A provision is recognised in the statement of financial position when the Company has a present legal or
constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be
required to settle the obligation and a reliable estimation of the obligation amount can be done.
Provisions are recorded on the basis of the best estimation of the amount that the Company would pay to settle
the obligation or to transfer it to third parties at the reporting period.
If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate
that reflects current market assessments of the time value of money and, where appropriate, the risks specific to
the liability.
(s) Trade payables to third parties
Trade payables are recorded at the amortised cost, using the effective interest method. Trade payables, whose
expiry dates are within the ordinary trade terms, are not discounted.
(t) Other financial liabilities
The other financial liabilities are initially recorded at cost, corresponding to the “fair value” of the liability net of
transaction costs that are directly attributable to the issuance of that financial liability.
Following initial recording, financial liabilities are valued on an amortised-cost basis using the effective interest
method. Financial liabilities are derecognised when, following their sale or settlement, the Company is no longer
involved in their management and has transferred all risks and rewards of ownership.
(u) Revenue recognition
(i) Contracts work-in-progress
As soon as the outcome of a contract can be estimated reliably, contract revenue and expenses are recognised
in the income statement in proportion to the stage of completion of the contract that is calculated as based on the
between costs effectively incurred and total costs included in the contract budget. An expected loss on a contract
is recognised immediately in the income statement.
(ii) Goods sold and services rendered
Revenue from the sale of goods is recognised in the income statement when the significant risks and rewards of
ownership have been transferred to the buyer. Revenue from services rendered is recognised in the income
statement in proportion to the stage of completion of the transaction at the balance sheet date. The stage of
completion is assessed checking the work performed. No revenue is recognised if there are significant
uncertainties regarding recovery of the consideration due, associated costs or the possible return of goods.
139
(v) Expenses
(i) Operating lease payments
Payments made under operating leases are recognised in the income statement on a straight-line basis over the
term of the lease. Lease incentives received are recognised in the income statement as an integral part of the
total lease expense.
(ii) Net financial expenses
Net financing costs comprise interest payable on borrowings calculated using the effective interest rate method,
dividends, foreign exchange gains and losses except for those related to cash flow hedging operations that are
included in the operating revenues or expenses, and premiums and discounts related to all forward exchange
contracts and swaps on foreign currency.
Interest income is recognised in the income statement as it accrues, using the effective interest method.
Dividends income is recognised in the income statement on the date the entity’s right to receive payments is
established.
The interest expense component of finance lease payments is recognised in the income statement using the
effective interest rate method.
Borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets (as
defined under IAS 23 – Borrowing Costs), which are assets that necessarily take a substantial period of time to
get ready for their intended use or sale, are capitalised and amortised over the useful life of the class of assets to
which they refer.
All other borrowing costs are expensed when incurred.
(w) Income tax
Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the
income statement except to the extent that it relates to items recognised directly in equity, in which case it is
recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or
substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation
purposes.
The following temporary differences are not provided for:
-
goodwill not deductible for tax purposes,
the initial recognition of assets or liabilities that affect neither accounting nor taxable profit
differences relating to investments in subsidiaries to the extent that they will probably not reverse in the
foreseeable future.
The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying
amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available
against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable
that the related tax benefit will be realised.
Additional income taxes that arise from the distribution of dividends are recognised at the same time as the
liability to pay the related dividend.
This is justified by the fact that the Company is able to manage the time plan for the distribution of the reserves
and it is quite possible that they will not be distributed in the foreseeable future.
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(x) Non-current assets held for sale and discontinued operations
Immediately before classification as held for sale, the measurement of the assets (and all assets and liabilities in
a disposal group) is brought up-to-date in accordance with applicable IFRS. Then, on initial classification as held
for sale, non-current assets and disposal groups are recognised at the lower of carrying amount and fair value
less costs to sell. Impairment losses on initial classification as held for sale are included in profit and loss, even
when there is a revaluation. The same applies to gains and losses on subsequent re-measurement.
A discontinued operation is a component of the Company’s business that represents a separate major line of
business or geographical area of operations or is a subsidiary acquired exclusively with a view to resale.
Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be
classified as held for sale, if earlier. A disposal group that is to be abandoned may also qualify as discontinued
operation if the criteria mentioned above are observed.
(y) New accounting principles
Accounting standards, amendments and interpretations applied since 1 January 2014
Accounting standards, amendments and interpretations applied since 1 January 2014 are:
IFRS 11 – Joint arrangements
This replaces IAS 31 – Interests in Joint Ventures and SIC-13 – Jointly controlled entities – Non-monetary
Contributions by Venturers. The new standard, subject to the criteria for identifying the presence of joint control,
provides criteria for the accounts treatment of joint arrangements based upon the rights and obligations deriving
from those agreements rather than on the legal form of the same, distinguishing those agreements between joint
ventures and joint operations. According to IFRS 11, unlike previous IAS 31, the existence of a separate special
purpose entity is not a sufficient condition to classify a joint arrangement as a joint venture. For joint ventures,
where the parties have rights only on the net equity of the agreement, the standard establishes the equity method
as the only method of accounting in the consolidated financial statements. For joint operations, where the parties
have rights over the assets and obligations for the liabilities of the agreement, the standard provides for the direct
recording in the consolidated financial statements (and in the separate financial statements) of the pro-rata share
of assets, liabilities, costs and revenues deriving from the joint operation.
In general terms, the application of IFRS 11 requires a significant degree of discretion in certain business sectors
as regards the distinction between joint ventures and joint operations.
The new standard is applicable retrospectively from 1 January 2014.
Following the issuance of the new standard IFRS 11, IAS 28 – Investments in associates was amended to
include in its scope of application, from the date of effectiveness of the standard, also investments in joint
ventures. The adoption of that new standard has not had any effects.
IFRS 12 – Disclosure of interests in other entities
A new and complete standard on additional disclosure to be provided in the consolidated financial statements for
each type of investment, therein including those in subsidiaries, joint arrangements, associates, special purpose
entities and other unconsolidated structured entities. The standard is applicable retrospectively from 1 January
2014. The adoption of that new standard did not have any effects on the information provided in the explanatory
notes to the Company financial statements.
Amendments to IAS 32 “Offsetting financial assets and financial liabilities”
Clarifications regarding the application of the necessary criteria for offsetting financial assets and liabilities in the
financial statements (i.e. the entity currently has the legal right to offset the sums recorded in the accounts and to
extinguish the residual net or to realise the assets and at the same time pay off the liability). The amendments
are applied retrospectively from 1 January 2014. The adoption of those amendments has not involved effects on
the Company financial statements.
141
Amendments to IAS 36 “Impairment of assets - Recoverable amount disclosures for non-financial assets".
The amendments aim to clarify that the disclosures to be provided regarding the recoverable amount of the
assets (including goodwill) or the units generating financial flows subject to impairment test, where their
recoverable value is based on the “fair value” net of disposal costs, concern only the assets or units generating
financial flows for which a loss due to impairment of value has been recorded or restored, during the financial
year. In that case, it is necessary to provide disclosure on the hierarchy of the level of “fair value” in which the
recoverable value falls and the valuation techniques and assumptions used (in the case of level 2 or 3). The
amendments are applied retrospectively from 1st January 2014. The adoption of those amendments has not
involved effects on the Company financial statements.
Amendments to IAS 39 “Financial instruments: recognition and measurement - Novation of derivatives and
continuation of hedge accounting”.
The amendments relate to the introduction of some exemptions to the hedge accounting requirements defined by
IAS 39 in the circumstance where an existing derivative must be replaced with a new derivative in a specific case
where this replacement is in relation to a Central Counterparty – CCP following the introduction of a new law or
regulation. The amendments are applied retrospectively from 1st January 2014. The adoption of those
amendments has not involved effects on the Company financial statements.
Accounting standards, amendments and interpretations effective from 1 January 2014 and not
relevant for the Group
There are no IFRSs or IFRIC interpretations not yet applicable and early adopted by the Company that would be
expected to have material impact on the Company.
Accounting standards and amendments not yet applicable and not adopted in advance by the
Company
On 20 May 2013 the interpretation IFRIC 21 – Levies was published, providing clarifications on the time to record
a liability connected to levies (other than income taxes) imposed by a government body. The standard addresses
both liabilities for levies falling within the scope of application of IAS 37 - Provisions, contingent liabilities and
contingent assets, and for those levies whose timing and amount is certain. The interpretation is applied
retrospectively for annual years beginning on or after 17 June 2014. The directors expect that the adoption of that
new interpretation will not involve effects on the Company financial statements.
On 12 December 2013 the IASB published the document “Annual Improvements to IFRSs: 2010-2012 Cycle”
which incorporates changes and some principles as part of the annual improvement process of the same. The
main changes concern:
•
IFRS 2 Share Based Payments – Definition of vesting condition. Changes have been made to the
definitions of “vesting condition” and “market condition” and the additional definitions of “performance
condition” and “service condition” (previously included in the definition of “vesting condition”) have been
added;
•
IFRS 8 Operating segments – Aggregation of operating segments. The amendments require an entity to
provide disclosure in relation to the valuations made by management in applying the criteria of
aggregation of operating segments, including a description of the aggregated operating segments and
the economic indicators considered in determining if those operating segments have similar economic
characteristics;
•
IFRS 8 Operating segments – Reconciliation of total of the reportable segments’ assets to the entity’s
assets. The amendments clarify that the reconciliation between the total assets of the operating
segments and the total of the assets as a whole of the entity must be presented only if the total of the
assets of the operating segments is regularly revised by the highest operational decision-making level of
the entity;
•
IFRS 13 “Fair value” Measurement – Short-term receivables and payables. The Basis for Conclusions of
that standard has been changed in order to clarify that, with the issuance of IFRS 13, and the
consequent amendments to IAS 39 and IFRS 9, the possibility remains valid of accounting for short-term
142
trade receivables and payables without identifying the discounting effects, where those effects are not
material;
•
IAS 16 Property, plant and equipment and IAS 38 Intangible Assets – Revaluation method: proportionate
restatement of accumulated depreciation/amortization. The changes removed the incoherence in
identifying amortisation provisions when a tangible or intangible asset is subject to revaluation. The
requirements provided by the changes clarify that the gross carrying value is adjusted in a manner
consistent with the revaluation of the carrying value of the asset and that the amortisation provision is
equal to the difference between the gross carrying value and the net carrying value of the impairment
losses recorded;
•
IAS 24 Related Parties Disclosures – Key management personnel. It is clarified that where the services
of key management personnel are provided by an entity (and not by an individual), that entity is to be
considered in any case a related party.
•
The changes are applied at the latest commencing from the annual years beginning on or after 1
February 2015.
The directors do not expect a significant effect on the Company financial statements from the adoption of those
amendments.
On 12 December 2013 the IASB published the document “Annual Improvements to IFRSs: 2011-2013 Cycle”
which incorporates the changes to some standards as part of the annual improvement process of the same. The
main changes concern:
-
IFRS 13 “Fair value” Measurement – Scope of portfolio exception (paragraph 52). The change clarifies
that the portfolio exception included in paragraph 52 of the IFRS 13 is applied to all contracts included in
the scope of application of IAS 39 (or IFRS 9) irrespective of whether or not they satisfy the definition of
financial assets and liabilities provided by IAS 32;
-
IAS 40 Investment Properties – Interrelationship between IFRS 3 and IAS 40. The change clarifies that
IFRS 3 and IAS 40 are not mutually exclusive and that, in order to determine if the purchase of a
property falls within the scope of application of IFRS 3 or IAS 40, reference must be made respectively to
the specific indications provided by IFRS 3 or by IAS 40.
The changes are applied commencing from annual years beginning on or after 1 January 2015. The directors do
not expect a significant effect on the Company financial statements from the adoption of those amendments.
On 21 November 2013 the IASB published the amendment to IAS 19 “Defined Benefit Plans: Employee
Contributions”, which proposes presenting the contributions (relating only to the service provided by the
employee in the financial year) made by employees or third parties to defined benefit plans in reduction of the
service cost of the financial year in which that contribution is paid. The need for that proposal arose with the
introduction of the new IAS 19 (2011), where it is deemed that those contributions are to be interpreted as a postemployment benefit, rather than a short-term benefit and, therefore, that that contribution must be spread over
the years of service of the employee. The changes are applied commencing from annual years beginning on or
after 1 February 2015. The directors do not expect a significant effect on the Company financial statements from
the adoption of this amendment.
At the date of reference of these consolidated financial statements, the relevant bodies of the European Union
have not yet concluded the approval process required for the adoption of the amendments and principles
described below.
-
On 30 January 2014 the IASB published the standard IFRS 14 – Regulatory Deferral Accounts which allows
only first-time adopters of the IFRS to continue to record the amounts relating to rate regulation activities
(“Rate Regulation Activities”) according to the previous accounting standards adopted. As the Company is
not a first-time adopter, that standard is not applicable.
-
On 6 May 2014 the IASB issued some amendments to the standard IFRS 11 Joint Arrangements –
Accounting for acquisitions of interests in joint operations” relating to the accounting for acquisitions of
interests in a joint operation whose activity constitutes a business in the meaning provided by IFRS 3. The
143
changes require, for these cases, the application of the standard set out by IFRS 3 relating to the recording
of the effects of a business combination.
The amendments are applicable commencing from 1 January 2016 but they may be applied in advance. The
directors do not expect a significant effect on the Company financial statements from the adoption of these
amendments.
-
On 12 May 2014 the IASB issued some amendments to IAS 16 Property, plant and Equipment and to IAS
38 Intangibles Assets – “Clarification of acceptable methods of depreciation and amortisation”. The changes
to IAS 16 establish that the amortisation criteria determined based upon revenues are not appropriate as,
according to the amendment, the revenues generated by an activity that includes the use of the asset
subject to amortisation generally reflect factors other than only the consumption of the economic benefits of
that asset. The changes to IAS 38 introduce a related presumption, according to which an amortisation
criterion based upon revenues is usually considered inappropriate for the same reasons established by the
amendments introduced to IAS 16. In the case of intangible assets, this presumption may, however, be
overcome, but only in limited and specific circumstances.
The amendments are applicable from 1 January 2016 but may be applied in advance. The directors do not
expect a significant effect on the Company financial statements from the adoption of these amendments.
-
On 28 May 2014 the IASB published the standard IFRS 15 – Revenue from Contracts with Customers which
is intended to replace the standards IAS 18 – Revenue and IAS 11 – Construction Contracts, as well as the
interpretations IFRIC 13 – Customer Loyalty Programmes, IFRIC 15 – Agreements for the Construction of
Real Estate, IFRIC 18 – Transfers of Assets from Customers and SIC 31 – Revenues-Barter Transactions
Involving Advertising Services. The standard establishes a new model of recording revenues, which will be
applied to all contracts entered into with customers excluding those which fall within the scope of application
of other IAS/IFRS standards such as leases, insurance contracts and financial instruments. The essential
steps for recording revenues in accordance with the new model are:
o
o
o
o
o
the identification of the contract with the customer;
the identification of the performance obligations of the contract;
the determination of the price;
the allocation of the price to the performance obligations of the contract;
the criteria of recording the revenues when the entity satisfies each performance obligation.
The standard is applicable commencing from 1 January 2017 but it may be applied in advance. Any impacts
on the Company financial statements deriving from those changes are currently being assessed.
-
On 24 July 2014 the IASB published the final version of IFRS 9 – Financial Instruments. The document
encompasses the results of the phases relating to Classification and Measurement, Impairment, and Hedge
Accounting, of the IASB project aimed at replacing IAS 39. The new standard, which replaces the previous
versions of IFRS 9, must be applied by financial statements commencing on or after 1 January 2018.
Following the 2008 financial crisis, upon the application of the main financial and political institutions, the
IASB began the project aimed at replacing IFRS 9 and it proceeded by phases. In 2009 the IASB published
the first version of IFRS 9 which dealt solely with the Classification and Measurement of financial assets;
subsequently, in 2010, the criteria relating to the classification and measurement of financial liabilities and
derecognition (the latter issue was transposed unaltered from IAS 39) were published. In 2013 IFRS 9 was
altered to include the general model of hedge accounting. Following the current publication, which also
includes impairment, IFRS 9 is to be considered completed with the exception of criteria regarding macro
hedging, on which the IASB has undertaken an autonomous project.
The standard introduces new criteria for the classification and measurement of financial assets and
liabilities. In particular, for financial assets, the new standard uses a single approach based upon the
methods of managing financial instruments and on the characteristics of the contractual cash flows of those
financial assets in order to determine their measurement criterion, replacing the different rules provided by
IAS 39. For financial liabilities, on the other hand, the main change concerns the accounting treatment of
“fair value” variations of a financial liability designated as a financial liability measured at “fair value” through
the income statement, where these changes are due to the variation of the credit rating of the issuer of that
144
liability. According to the new standard, those variations must be identified in the “Other comprehensive
income” statement and no longer in the income statement.
With reference to the impairment model, the new standard requires that the estimate of losses on
receivables is performed on the basis of the expected losses model (and not on the incurred losses model)
using information supportable and available at no cost or unreasonable effort, which includes historical,
current and prospective data. The standard provides that that impairment model is applied to all financial
instruments, or to financial instruments valued at amortised cost, to those measured at “fair value” through
other comprehensive income, to receivables deriving from rental contracts and to trade receivables.
Finally, the standard introduces a new hedge accounting model with the aim of adjusting the requirements
provided by the current IAS 39 which have occasionally been considered too stringent and inappropriate to
reflect the risk management policies of companies. The main innovations of the document concern:
i.
ii.
iii.
increase of the types of transactions eligible for hedge accounting, also including risks of nonfinancial assets/liabilities eligible to be managed in hedge accounting;
change of the methods of recording forward contracts and options when included in a hedge
accounting relationship in order to reduce the volatility of the income statement;
changes to the effectiveness test by way of the replacement of the current methods based upon the
parameter of 80-125% with the principle of “economic relationship” between the hedged item and the
hedging instrument; in addition, a valuation of the retrospective effectiveness of the hedging
relationship will no longer be required;
The greater flexibility of the new accounting rules is counterbalanced by additional disclosure requirements on
risk management activities of the company. Any impacts on the Company financial statements deriving from
those changes are currently being assessed.
-
On 12 August 2014 the IASB published the amendment to IAS 27 - Equity Method in Separate Financial
Statements. The document introduces the option of using in the separate financial statements of an entity
the equity method for the measurement of investments in subsidiary companies, joint control companies and
associated companies. As a consequence, following the introduction of the amendment, an entity may
identify those investments in its own separate financial statements alternatively:
i.
ii.
iii.
at cost; or
according to the provisions of IFRS 9 (or IAS 39); or
using the equity method.
The changes shall apply commencing from 1 January 2016 but they may be applied in advance. Any impacts on
the Company financial statements deriving from those changes are currently being assessed.
-
On 11 September 2014 the IASB published the amendment to IFRS 10 and IAS 28 Sales or Contribution of
Assets between an Investor and its Associate or Joint Venture. The document was published in order to
resolve the current conflict between IAS 28 and IFRS 10.
According to the provisions of IAS 28, the profit or loss resulting from the sale or contribution of a nonmonetary asset to a joint venture or associate in exchange for a share in the capital of the latter is limited to
the share held in the joint venture or associate by the other investors extraneous to the transaction.
Conversely, the standard IFRS 10 provides for the recording of the entire profit or loss in the case of loss of
control of a subsidiary, even if the entity continues to hold a non-controlling share in the same, including in
that case also the sale or contribution of a subsidiary to a joint venture or associate. The changes introduced
provide that in a sale/contribution of an asset or a subsidiary to a joint venture or associate, the
measurement of the profit or loss to be recorded in the financial statements of the seller/contributor depends
upon whether or not the assets or the subsidiary sold/contributed constitute a business, in the exception
provided by the standard IFRS 3. Where the assets or subsidiary company sold/contributed represents a
business, the entity must record the profit or loss on the entire share previously held; while, in the opposite
case, the share of profit or loss relating to the share still held by the entity must be eliminated. The changes
apply commencing from 1 January 2016 but may be applied in advance. The directors do not expect a
significant effect on the Company financial statements from the adoption of these amendments.
145
-
On 25 September 2014 the IASB published the document “Annual Improvements to IFRSs: 2012-2014
Cycle”. The changes introduced by the document must be applied commencing from annual years
beginning on or after 1 January 2016.
The document introduces changes to the following standards:
•
IFRS 5 – Non-current Assets Held for Sale and Discontinued Operations. The change introduces
guidelines specific to the standard in the case where an entity reclassifies an asset (or a disposal group)
from the held-for-sale category to the held-for-distribution category (or vice versa), or where the
classification requirements of an asset as held-for-distribution are no longer in place. The changes define
that (i) those reclassifications should not be considered as a variation to a sale plan or a distribution plan
and that the same classification and measurement criteria remain valid; (ii) assets that no longer respect
the classification criteria provided for the held-for-distribution should be treated in the same way as an
asset that ceases to be classified as held-for-sale;
•
IFRS 7 – Financial Instruments: Disclosure. The changes regulate the introduction of further guidelines to
clarify if a servicing contract constitutes a residual involvement in a transferred asset for the purposes of
disclosure required in relation to the transferred assets. In addition, it is clarified that disclosure on the
offsetting of financial assets and liabilities is not usually explicitly required for interim financial statements.
However, that disclosure may be required to respect the requirements provided by IAS 34, where it is
significant information;
•
IAS 19 – Employee Benefits. The document introduces changes to IAS 19 in order to clarify that the high
quality corporate bonds used to determine the discount rate of post-employment benefits should be in
the same currency used for the payment of the benefits. The changes specify that the breadth of the
market of high quality corporate bonds to be considered is that at the level of currency;
The directors do not expect a significant effect on the Company financial statements from the adoption of these
amendments.
-
On 18 December 2014 the IASB published the amendment to IAS 1 - Disclosure Initiative. The aim of the
amendment is to provide clarifications in relation to disclosure that may be perceived as impediments to a
clear and intelligible preparation of financial statements. The changes made are as follows:
•
Materiality and aggregation: it is clarified that a company must not obscure information by aggregating or
disaggregating it and that considerations relating to materiality apply to the financial statements,
explanatory notes and the specific disclosure requirements of the IFRS. The disclosures requested
specifically by the IFRS must be provided only if the information is material;
•
Statement of the capital and financial situation and comprehensive income statement: it is clarified that
the list of items specified by IAS 1 for these statements may be disaggregated and aggregated as
appropriate. A guideline is also provided on use of subtotals within the tables;
•
Presentation of elements of Other Comprehensive Income (“OCI”): it is clarified that the share of OCI of
associates and joint ventures consolidated with the equity method must be presented in aggregate in a
single item, in turn broken down between components susceptible to future reclassifications in the
income statement or otherwise;
•
Explanatory notes: it is clarified that entities enjoy flexibility in defining the structure of the explanatory
notes and a guideline is provided on how to present a systematic order to those notes, for example:
i.
ii.
iii.
Giving prominence to those that are most relevant for the purposes of comprehending the capital
and financial position (e.g. grouping together information on particular assets);
Grouping together elements measured according to the same criterion (e.g. assets measured at “fair
value”);
Following the order of the elements presented in the statements.
The changes introduced by the document must be applied commencing from annual years beginning on or after
1 January 2016. The directors do not expect significant effects on the Company financial statements as a result
of adopting those changes.
146
Notes to the Statutory Financial Statements
1. Operating revenues
Operating revenues by geographical segments are shown in the following table:
In thousands of Euro
Italy
United Kingdom
Azerbaijan
Qatar
France
Russia
Saudi Arabia
United States
Japan
Thailand
Turkey
Abu Dhabi
United Arab Emirates
China
Germany
Egipt
Switzerland
Austria
Spain
Latvia
Kuwait
Malta
Romania
Ireland
Lebanon
Greece
Canada
Finland
Mexico
Hong Kong
Singapore
India
Georgia
Nigeria
Kazakhstan
Holland
Belgium
Ukraine
Luxembourg
Slovenia
Jordan
Brazil
Total
2014
2013
37,385
35,735
33,885
24,225
20,208
12,397
12,316
5,306
3,958
2,291
1,811
1,516
1,335
1,283
1,076
752
664
617
528
185
165
160
159
135
121
106
101
91
73
66
60
46
43
42
39
17
16
8
2
0
(2)
(8)
38.744
33.463
18.419
66.030
8.758
1.085
8.405
6.409
2.033
102
5.201
70
542
1.109
300
62
788
(38)
1.033
0
204
0
0
16
249
199
29
0
0
279
5
0
1.908
97
530
356
446
96
0
25
2.209
102
198,913
199,265
147
2. Non-current assets classified as held for sale
The Company has no non-current assets held for sale.
3. Acquisitions of subsidiaries
No acquisitions incurred during the period.
4. Other operating income
In thousands of Euro
Gains on tangible and intangible assets disposals
Rental income
Insurance indemnities
Sale of scraps
Indemnity from suppliers
Other revenues
2014
2013
25
0
27
187
5,715
478
13
0
0
208
0
439
6,432
660
The item "Other operating income" includes a reimbursement from a vendor for damages for Euro 5.7 million.
The Group has already undertaken further actions to collect the reimbursement. The position of the Group is also
adequately supported by the legal opinions.
5. Raw materials and consumables used and services expenses and use of third
party Assets
With reference to the Company's activity, the comparison between different periods of the value of raw materials
and consumables used and services expenses and use of third party assets is not very significant as it depends
on the different costs mix of the job orders executed in each period.
The percentage impact of the sum of the two captions over the total operating revenues decreased from 88% to
79%.
The item services expenses and use of third party assets includes remuneration due to the auditors amounting to
Euro 91 thousand (Euro 111 thousand in 2013).
6. Personnel expenses
In thousands of Euro
Wages and salaries
Social contributions
Increase in liability for severance indemnities fund
Severance indemnities
Other personnel costs
2014
2013
37,434
10,052
97
2,197
2,015
51,795
35,811
9,722
83
2,118
1,972
49,706
The caption includes directors remunerations for Euro 2,089 thousand (2013: Euro 1,623 thousand).
The average workforce for the period was 806 unit (2013: 781 units).
148
7. Depreciation, amortization and impairment losses
In thousands of Euro
Intangible assets amortization
Tangible assets amortization
2014
2013
1,680
3,088
1,585
3,190
4,768
4,775
8. Bad debts provision
During the 2014 year, any accruals have been created.
9. Provision for risks and charges
In thousands of Euro
Provision for disputes and legal actions
Provision for warranties
Provision for jobs
2014
2013
0
(70)
1,940
20
(120)
(3,242)
1,870
(3,342)
The change to the item “Provision for jobs” is mainly due to use of the funds due to the occurrence of risks
related to Italian and Azerbaijan contracts.
For a more detailed analysis is provided in Note 29 relating to provisions for risks and charges.
10. Other operating expenses
In thousands of Euro
Other taxes
Losses on tangible and intangible assets disposals
Other expenses
2014
2013
348
0
76
284
28
91
424
403
11. Net financial expenses
In thousands of Euro
Dividends from subsidiaries
Interest income from subsidiaries
Other interest income from subsidiaries
Interest income
Exchange rate gains
Commodities gains
Financial income on foreign currency risk hedging
Commercial income on foreign currency risk hedging
Total financial income
Interest expenses from subsidiaries
Bank interests expenses
Loan charges
2014
2013
30,000
1,365
0
138
35,191
0
481
9
67,184
11,885
718
0
312
13,314
12
513
17
26,771
1,076
5,323
377
1,224
3,192
744
149
Exchange rate losses
Commodities losses
Bank charges
Other interests expenses
Financial expenses on foreign currency risk hedging
Commercial expenses on foreign currency risk hedging
Commercial expenses on commodities risk hedging
Total financial expenses
Total net financial expenses
31,990
0
251
305
335
169
0
39,826
27,358
14,414
0
184
160
285
398
17
20,618
6,153
12. Revaluation of equity investments
There were no revaluations of equity investment during the year 2014.
13. Write-downs of equity investments
During 2014 year, write-downs of equity investments have occurred in Permasteelisa France S.a.s. for Euro 1
million and in Scheldebouw B.V. for Euro 19 million due to the persistent imparement losses in those companies.
14. Income tax expense
Taxes recognised in the Income Statement
In thousands of Euro
Current tax expense
Income/(Expenses) for Italian national tax consolidation (Ires)
Income/(Expenses) for Italian national tax consolidation (Irap)
Others
Adjustments for prior years
Deferred tax expense
Origination and reversal of temporary differences
Adjustments for prior years
Tax losses recognized
Total income tax expense in the income statement
2014
2013
7,340
1,770
0
(193)
8,917
0
976
0
211
1,187
1,255
(5,572)
0
(4,317)
4,600
(110)
0
(1,029)
(1,139)
48
Reconciliation of effective tax rate
In thousands of Euro
Profit before tax
Income tax using the domestic corporation tax rate (Ires)
2014
27.5%
2014
14,990
4,122
Non-deductible expenses
38.2%
5,720
Effect of majored tax rate on specific gains
Tax exempt revenues
0.0%
-55.0%
2013
27.5%
2013
1,446
398
25.0%
364
0
0.0%
0
(8,250) -239.9% (3,468)
Current tax benefits not recognised in the income statement
0.0%
0
283.0%
Tax benefits recognised on losses
0.0%
0
-94.8% (1,371)
Current tax benefits recognised due to merger
0.0%
0
-96% (1,388)
-1.3%
11.9%
(192)
1,786
Write-down of prepaid/deferred taxes recorded in previous years
Under/(over) provision for prior year taxes
0.0%
14.7%
4,092
0
210
150
Irap
Other
8.6%
0.8%
30.7%
1,294
120
4,600
83.4%
0.3%
3.2%
1,206
5
48
The income tax rate amounted to 30.7% (3.2% in 2013) what is mainly due to the significant increase of the
company's taxable income.
Current income taxes include charges of around Euro 5 million related to the settlement of a tax dispute
concerning the tax year 2010 and referred to an extraordinary international transaction.
15. Intangible assets
In thousands of Euro
Balance at 1 January 2013
Acquisitions
Merger effect
Other increases
Other decreases
Amortization
Balance at 31 December 2013
Development
costs
Rights to use
intellectual
property
Licenses and
trademarks
Other Intangible assets
intangible
in progress and
assets
advances
15
-
4,101
409
(5)
10
93
(1,324)
3,279
-
7,187
10
(3,056)
(256)
3,885
2,433
(2,418)
15
11,828
(7,727)
4,101
-
13,855
(6,667)
7,187
2,433
(2,423)
10
12,329
(9,050)
3,279
-
10,809
(6,924)
3,885
Development
costs
Rights to use
intellectual
property
Licenses and
trademarks
10
3,279
655
-
1,073
-
(5)
5
(1,333)
3,674
2,433
(2,423)
10
2,433
570
1,089
(116)
1,543
Total
11,873
1,508
(3,056)
93
(116)
(1,585)
8,717
Carrying amounts
At 1 January 2013 attributable to:
Cost
Accumulated amortization
At 31 December 2013 attributable to:
Cost
Accumulated amortization
In thousands of Euro
Balance at 1 January 2014
Acquisitions
Merger effect
Other increases
Other decreases
Amortization
Balance at 31 December 2014
570 28,685
- (16,812)
570 11,873
1,543
27,114
- (18,397)
1,543
8,717
Other Intangible assets
intangible
in progress and
assets
advances
Total
3,885
1,073
1,543
1,482
-
(20)
(342)
4,596
(1,073)
12,329
(9,050)
3,279
-
10,809
(6,924)
3,885
1,543 27,114
0 (18,397)
1,543
8,717
14,057
-
11,849
1,952
1,952
8,717
3,210
1,073
(1,093)
(1,680)
10,227
Carrying amounts
At 1 January 2014 attributable to:
Cost
Accumulated amortization
At 31 December 2014 attributable to:
Cost
30,291
151
Accumulated amortization
(2,428)
5
(10,383)
3,674
-
(7,253)
4,596
0 (20,064)
1,952 10,227
The increase for the period in the software category under the item “Rights to use intellectual property” is due to
the investments made in Parent company (Euro 656 thousand) further developments of applications and for the
acquisition of new licences for computer systems. In particular, the company proceeded to purchase new
licences for already existing products, such as those for the adjustment of the licence to the Simpana solution for
managing Backup (further 50 TB of data) for Euro 88 thousand, Autodesk Navisworks BIM licenses for Euro 82
thousand, and purchase the developments of applications mainly for the Fast Closing project, such as
Consolidation Tool SAP BOPC for Euro 138 thousand, the Logistic Platform for Materials for Euro 63 thousand,
the upgrade to SAP BW for Euro 25 thousand, and other developments related to SAP ERP and SAP BOPC for
Euro 200 thousand.
The increase of the period of the item “Other intangible assets” is related to the development of design and
implementation process of the Fast Closing within the Group for Euro 1,073 thousand.
The increase of the period of the item “Intangible assets in progress and advances” is mainly related to the
initialization of the P3 (P-Cube) project on digitization and archiviation of documents relavant to production
process in Permasteelisa for Euro 475 thousand, and software purchase aimed to the integration of Italian
companies for Euro 238 thousand, and other softwares under development for Euro 177 thousand.
Impairment losses and subsequent reversal
The management considered that, with respect to 31 December 2013, no specific impairment losses occurred
which would have led the Company to measure the recoverable value of intangible assets through the relevant
impairment tests.
16. Tangible assets
In thousands of Euro
Balance at 1 January 2013
Acquisitions
Other increases
Disposals
Other decreases
Depreciation
Exchange rate adjustment
Balance at 31 December 2013
Land and
buildings
Plant and
machinery
Equipments
Other
tangible
assets
Tangible assets
in progress and
advances
Total
20,143
9
92
0
0
(869)
0
19,375
7,388
552
207
(29)
0
(1,451)
(5)
6,662
175
339
0
0
0
(165)
(9)
340
2,410
406
125
(2)
0
(705)
(2)
2,232
519
230
0
(66)
(401)
0
(1)
281
30,635
1,536
424
(97)
(401)
(3,190)
(17)
28,890
20,143
19,375
7,388
6,662
175
340
2,410
2,232
519
281
30,635
28,890
28,736
(8,593)
20,143
23,550
(16,162)
7,388
3,659
(3,484)
175
8,041
(5,631)
2,410
519
0
519
64,505
(33,870)
30,635
28,837
(9,462)
19,375
24,234
(17,572)
6,662
3,951
(3,611)
340
8,470
(6,238)
2,232
281
0
281
65,773
(36,883)
28,890
Carrying amounts
At 1 January 2013
At 31 December 2013
At 1 January 2013 attributable to:
Cost
Accumulated amortization
At 31 December 2013 attributable to
Cost
Accumulated amortization
152
In thousands of Euro
Balance at 1 January 2014
Acquisitions
Other increases
Disposals
Other decreases
Depreciation
Exchange rate adjustment
Balance at 31 December 2014
Land and
buildings
Plant and
machinery
Equipments
Other
tangible
assets
Tangible assets
in progress and
advances
Total
19,375
0
20
0
0
(870)
18,525
6,662
581
18
(24)
0
(1,414)
20
5,843
340
25
0
0
0
(121)
27
271
2,232
507
24
(5)
0
(682)
6
2,082
281
428
0
0
(42)
0
0
667
28,890
1,541
62
(29)
(42)
(3,087)
53
27,388
19,375
18,525
6,662
5,843
340
271
2,232
2,082
281
667
28,890
27,388
28,837
(9,462)
19,375
24,234
(17,572)
6,662
3,951
(3,611)
340
8,470
(6,238)
2,232
281
0
281
65,773
(36,883)
28,890
28,862
(10,337)
18,525
24,650
(18,807)
5,843
4,019
(3,748)
271
8,979
(6,897)
2,082
667
0
667
67,177
(39,789)
27,388
Carrying amounts
At 1 January 2014
At 31 December 2014
At 1 January 2014 attributable to:
Cost
Accumulated amortization
At 31 December 2014 attributable to
Cost
Accumulated amortization
The following is a breakdown of the investments which occurred during 2014 year:
-
the item “Plant and Machinery” has been increased due to the purchase of Equipment Control Number
(Euro 276 thousand), the purchase of cells mover (Euro 93 thousand), the improvement of the air
conditioning and heating system (Euro 59 thousand), as well as for other minor equipment at the Vittorio
Veneto (Euro 153 thousand).
-
the item “Other assets” has been increased due to the purchase of hardware (Euro 81 thousand), new
servers (Euro 97 thousand), new security infrastructure (Euro 212 thousand), and other minor assets for
Euro 117 thousand.
Impairment losses and subsequent reversal
At the reporting date there have not been particular indications of impairment losses related to tangible assets.
Leased plant and machinery
The Company has no leased plant and machinery.
Tangible assets in progress
The increase of fixed assets in progress at year-end for Euro 428 thousand is mainly related to works in progress
for the construction of a new tests laboratory for Euro 61 thousand, to the reconstruction and modernization of
facilities in the third floor of the office building in Vittorio Veneto for Euro 273 thousand, to the expansion of the
Datacenter project for Euro 36 thousand, and to other minor investments in progress for Euro 58 thousand.
153
Other information
As at 31 December 2014 the Company doesn’t have mortgages on buildings and other tangible assets.
17. Equity investments in subsidiaries
The Company has the following equity investments in subsidiaries:
% ownership
In thousands of Euro
Country
Josef Gartner GmbH
Permasteelisa Espana S.A.U.
Permasteelisa France S.a.s.
Permasteelisa North America Corp.
Permasteelisa UK Ltd.
Permasteelisa Ireland Ltd.
Permasteelisa Pacific Holdings Ltd.
Scheldebow B.V.
Permasteelisa Turkey Insaat Ticaret
Limited Sirketi
Permasteelisa Participations S.r.l.
Permasteelisa Do Brasil Construcao,
Industria, Comercio Ltda
Permasteelisa Epitoipari KFT - in
liquidation
RI.ISA d.o.o
Carrying amount
31 December
2014
31 December
2013
31 December
2014
31 December
2013
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
54.25%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
54.25%
100.00%
100.00%
151,544
2,560
3,462
33,884
754
(50)
38,104
67,133
10
151,544
2,560
4,462
33,884
754
0
38,104
86,133
10
99.00%
99.00%
99.00%
99.00%
50
18
50
18
Hungary
100.00%
100.00%
15
15
Croatia
98.55%
98.55%
76
76
297,560
317,610
Germany
Spain
France
USA
UK
Ireland
Singapore
Holland
Turkey
Italy
Brazil
Summary financial information on subsidiaries:
In thousands of Euro
31 December 2014
Josef Gartner GmbH
Permasteelisa Espana S.A.U.
Permasteelisa France S.a.s.
Permasteelisa North America Corp.
Permasteelisa UK Ltd.
Permasteelisa Ireland Ltd.
Permasteelisa Pacific Holdings Ltd.
Scheldebow B.V.
Permasteelisa Participations S.r.l.
PermasteelisaTurkeyInsaatTicaretLimitedSirketi
Permasteelisa DoBrasil,Industria,Comercio Ltda
Permasteelisa Epitoipari Kft - in liquidation
RI.ISA d.o.o.
In thousands of Euro
31 December 2013
Josef Gartner GmbH
Permasteelisa Espana S.A.U.
Permasteelisa France S.a.s.
Permasteelisa North America Corp.
Permasteelisa UK Ltd.
Assets
Liabilities
Net Equity
Revenues
Profit/(loss)
270,615
11,681
27,045
259,978
36,640
2,600
182,400
95,220
6,100
563
931
4
568
177,853
6,330
27,539
189,705
42,165
1,139
109,464
90,158
5,647
1,517
765
0
164
92,762
5,352
(494)
70,273
(5,524)
1,461
72,936
5,061
452
(954)
166
4
404
274,169
14,366
31,664
464,914
56,290
1,068
46,660
96,577
0
757
1,666
0
1,096
27,600
1,208
(1,454)
13,498
(2,711)
229
23,939
(5,735)
410
121
104
0
15
894,345
652,446
241,899
989,227
57,224
Assets
Liabilities
Net Equity
Revenues
Profit/(loss)
241,988
8,736
18,352
154,340
23,498
131,830
4,592
17,392
104,845
22,856
110,158
4,144
960
49,495
642
180,555
10,997
27,485
266,086
61,547
10,123
36
(495)
(1,701)
(117)
154
Permasteelisa Ireland Ltd.
Permasteelisa Pacific Holdings Ltd.
Scheldebow B.V.
Permasteelisa Participations S.r.l.
PermasteelisaTurkeyInsaatTicaretLimitedSirketi
Permasteelisa DoBrasil,Industria,Comercio Ltda
Permasteelisa Epitoipari Kft - in liquidation
RI.ISA d.o.o.
2,748
131,542
117,516
6,132
805
677
4
511
1,516
84,900
105,538
6,086
1,836
613
0
120
1,232
46,642
11,978
46
(1,031)
64
4
391
92
43,569
115,047
0
1,754
1,150
0
470
(35)
(7,939)
(745)
(3)
(931)
72
0
12
706,849
482,124
224,725
709,112
(1,723)
The following table shows the comparison of the net equity held with respect to the carrying amount of the
investments held:
In thousands of Euro
31 December 2014
Josef Gartner GmbH
Permasteelisa Espana S.A.U.
Permasteelisa France S.a.s.
Permasteelisa North America Corp.
Permasteelisa UK Ltd.
Permasteelisa Ireland Ltd.
Permasteelisa Pacific Holdings Ltd.
Scheldebow B.V.
Permasteelisa Participations S.r.l.
PermasteelisaTurkeyInsaatTicaretLimitedSirketi
Permasteelisa Do Brasil
Permasteelisa Epitoipari Kft - in liquidation
RI.ISA d.o.o.
Net Equity
92,762
5,352
(494)
70,273
(5,524)
1,461
72,936
5,061
452
(954)
166
4
404
%
Pro rata
ownership equity
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
54.25%
100.0%
99.0%
100.0%
99.0%
100.0%
98.55%
241,899
Equity
investment
Differential
92,762
5,352
(494)
70,273
(5,524)
1,461
39,568
5,061
448
(954)
164
4
398
151,544
2,560
3,462
33,884
754
(50)
38,104
67,133
50
10
18
15
76
(58,782)
2,792
(3,956)
36,389
(6,278)
1,511
1,464
(62,072)
398
(964)
146
(11)
322
208,519
297,560
(89,041)
Write-down of the investments has been done in Permasteelisa France S.a.s and Scheldebouw B.V. on the basis
of the impairement included in the Business Plan of subsidiaries. There is no evidence, for the other investments,
of impairement losses based on expected future results.
Please refer to the Consolidated Financial Statements Appendix for the complete list of subsidiaries either
directly or indirectly controlled by the Company.
18. Other equity investments
The balance as at 31 December 2014 includes for Euro 77,5 thousand (2013: Euro 77,5 thousand) the Parent
company’s equity investment in Consorzio Interaziendale Prealpi, for Euro 20 thousand (2013: Euro 20
thousand) the Company’s 40% equity investment in the Consortium Cladding Technology Italia (CTI) and for
Euro 932 thousand (2013: 932 thousand) the equity investment in the Consortium Dyepower.
19. Deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to:
Assets (-)
In thousands of Euro
Tangible assets
Intangible assets
Inventories
Trade receivables
Liabilities (+)
Net (-)
2014
2013
2014
2013
2014
2013
(57)
0
(153)
0
0
(3)
(62)
(812)
66
1,128
0
0
66
1,205
0
23
9
1,128
(153)
0
66
1,202
(62)
(788)
155
Financial liabilities
Provision for risks and charges
Hedging
Other items
Tax value of loss carry-forwards
Tax (assets) / liabilities
Set off
Net tax (assets) / liabilities
(1,606)
(2,579)
(351)
0
(11,403)
(16,149)
(1,257)
(864)
(84)
(512)
(13,291)
(16,885)
0
4,436
0
0
0
5,630
0
50
369
9,761
0
11,474
(1,606)
1,857
(351)
0
(11,403)
(10,519)
(1,257)
(814)
285
9,248
(13,291)
(5,411)
(16,149)
(16,885)
5,630
11,474
(10,519)
(5,411)
Movement in deferred tax assets and liabilities during the year
Balance 1
January 2013
Taxes
recognised in
income
statement
Taxes recognised
in equity
Other
movements
Balance 31
December
2013
66
1,277
(811)
(78)
0
(3,644)
745
9,509
(12,262)
0
(76)
(1)
16
(1,257)
1,802
0
(259)
(1,361)
0
0
0
0
0
1,048
(252)
0
0
0
1
24
0
0
(20)
(208)
(2)
332
66
1,202
(788)
(62)
(1,257)
(814)
285
9,248
(13,291)
(5,198)
(1,136)
796
127
(5,411)
Balance 1
January 2014
Taxes
recognised in
income
statement
Taxes recognised
in equity
Other
movements
Balance 31
December
2014
(57)
2
788
(65)
9
1,128
0
(153)
(1,606)
1,857
(351)
0
(11,403)
In thousands of Euro
Tangible assets
Intangible assets
Trade receivables
Inventories
Financial liabilities
Provision for risks and charges
Hedging
Other items
Tax value of loss carry-forwards
In thousands of Euro
Tangible assets
Intangible assets
Trade receivables
Inventories
Financial liabilities
Provision for risks and charges
Hedging
Other items
Tax value of loss carry-forwards
66
1,202
(788)
(62)
(1,257)
(814)
285
9,248
(13,291)
(26)
(349)
(570)
34
(5,218)
1,888
(5,411)
(4,317)
(76)
(417)
(377)
3
3,658
(293)
(4,033)
(791)
0
(10,519)
20. Assets for contracts work-in-progress and inventories
Assets for contracts work-in-progress and inventories
In thousands of Euro
Assets for contracts work-in-progress
Raw materials and consumables
Advances
31 December
2014
31 December
2013
89,833
963
773
63,566
1,192
1,286
91,569
66,044
156
Liabilities for contracts work-in-progress and advances from customers
In thousands of Euro
Liabilities for contracts work-in-progress
Advances from customers
31 December
2014
31 December
2013
9,579
20,340
29,919
4,051
16,095
20,146
31 December
2014
31 December
2013
635,364
44,222
(599,332)
80,254
667,336
40,707
(648,528)
59,515
89,833
(9,579)
80,254
63,566
(4,051)
59,515
31 December
2014
31 December
2013
46,817
(4,744)
36,389
(4,748)
42,073
31,641
Contract work-in-progress
In thousands of Euro
Costs incurred on uncompleted contracts
Estimated earnings to date on uncompleted contracts
Less billings to date on uncompleted contracts
Assets for contracts work-in-progress
Liabilities for contracts work-in-progress
21. Trade receivables from third parties
In thousands of Euro
Trade receivables from third parties
Bad debts provision
As at 31 December 2014 trade receivables include guarantee retentions for Euro 8,785 thousand (2013: Euro
6,471 thousand) related to contracts work-in-progress.
Foreign currency balances included in trade receivables from third parties mainly concern CHF 22,223 (2013:
CHF 22,223) corresponding to Euro 18,483 (2013: Euro 18,103), USD 15,782,271 (2013: USD 13,285,703)
corresponding to Euro 12,999,153 (2013: Euro 9,633,604), AZN 0 (2013: AZN -1,638,342 corresponding to Euro
-1,514,314), JPY -300,000 (2013: JPY 0) corresponding to Euro -2,066 and GBP 841,026 (2013: GBP 227,580)
corresponding to Euro 1,079,761 (2013: 272,976) at the year-end currency exchange rate.
The following table shows the changes of the provision for bad debts during the year 2014:
In thousands of Euro
31 December
2014
31 December
2013
Balance at 1 January
Utilizations
Reversal
Provision
4,748
(4)
0
0
4,624
(4)
0
128
Balance at 31 December
4,744
4,748
157
22. Amounts receivables from subsidiaries
In thousands of Euro
Trade receivables – current
Bleu Tech Montreal Inc.
Permasteelisa Philippines Inc.
Permasteelisa Gartner Saudi Arabia Llc.
Gartner Contracting Co. Ltd.
Global Architectural Co. Ltd.
Global Wall Malaysia Sdn. Bhd.
Josef Gartner & Co. (HK) Ltd.
Josef Gartner & Co. UK Ltd.
Josef Gartner Curtain Wall (Shanghai) Ltd.
Josef Gartner Curtain Wall (Suzhou) Ltd.
Josef Gartner GmbH
Josef Gartner (Macau) Ltd.
Permasteelisa Gartner Qatar Llc
Josef Gartner Switzerland AG
OOO Josef Gartner
Permasteelisa Espana S.A.U.
Permasteelisa France S.a.s.
Permasteelisa Gartner Middle East Llc
Permasteelisa North America Corp.
Permasteelisa Hong Kong Limited
Permasteelisa (India) Private Limited
Permasteelisa Ireland Ltd.
Permasteelisa Japan K.K.
Permasteelisa Macau Limited
Permasteelisa Mongolia Llc
Permasteelisa Pacific Holdings Ltd.
Permasteelisa Partecipations S.r.l.
Permasteelisa PTY Limited
Permasteelisa Taiwan Ltd.
Permasteelisa Project (Thailand) Ltd.
Permasteelisa Turkey
Permasteelisa UK Ltd.
RI.ISA d.o.o.
Scheldebouw B.V.
Tower Installation Llc.
Dongguan Permasteelisa Curtain Wall
Financial exchange rate adjustment
Financial receivables – current
Permasteelisa Espana S.A.U.
Permasteelisa France S.a.s.
Permasteelisa Gartner Middle East Llc
Per masteelisa Gartner Qatar Llc
Permasteelisa North America Corp.
Permasteelisa Turkey
Permasteelisa Pacific Holdings Ltd.
Permasteelisa Partecipations S.r.l.
Permasteelisa UK Ltd.
Scheldebouw B.V.
31 December
2014
31 December
2013
135
524
776
2,028
4,863
234
251
69
1,337
765
2,750
12
17,703
49
1,952
208
9,669
2,004
4,946
653
2,070
589
165
40
512
1,540
7
232
55
512
25
17,881
86
1,041
48
306
2,376
127
327
17
1,300
1,759
168
471
23
668
430
1,702
7
38,131
33
410
563
1,859
5,372
3,179
642
1,631
280
232
30
282
957
103
131
52
388
34
9,082
42
1,317
169
0
(823)
78,413
71,095
565
2,936
11,334
79,723
6,420
1,572
48,220
5,635
0
42,684
0
3,164
17,346
13,572
11,708
1,317
12,158
4,784
441
60,447
158
1,338
(153)
200,427
124,784
Financial exchange rate adjustment
Current financial receivables mainly include balance amounts concerning intercompany current account
positions, which highlight the role of central treasury function played by the Parent company. Current account
positions are regulated according to market rates (three-month Euribor/Libor rate + 0.50% spread). Average
rates on the intercompany current accounts in this year have been as follows:
2014
Current account currency
Rate
2013
Current account currency
Rate
EURO
0.71%
EURO
0.68%
USD
0.73%
USD
0.77%
GBP
1.04%
GBP
1.01%
AUD
3.18%
AUD
3.35%
JPY
0.63%
JPY
0.66%
SGD
0.91%
SGD
0.82%
THB
2.72%
THB
3.09%
HKD
0.87%
HKD
0.88%
CAD
1.77%
CAD
1.74%
HRK
1.23%
HRK
1.79%
DKK
0.82%
DKK
0.74%
CHF
0.51%
CHF
0.52%
RUB
10.94%
RUB
7.51%
QAR
1.63%
QAR
1.61%
AED
1.24%
AED
1.49%
With reference to currency trade receivables from subsidiaries, the following table summarizes the outstanding
balance accounts at year end (in Euro units):
Currency
AUD
CAD
CHF
GBP
HKD
HRK
JPY
SGD
USD
THB
CNY
QAR
31 December 2014
Receivable in
Counter-value in
foreign
Euro at the end of
currency
the period
347,618
234,418
191,589
136,236
59,526
49,506
7,464,657
9,583,588
22,071,310
2,343,773
654,005
85,402
24,391,033
167,948
2,334,774
1,453,963
29,944,532
24,663,975
91,677,539
2,297,107
4,710,006
625,017
579,736
131,116
Curren
cy
AUD
CAD
CHF
GBP
HKD
HRK
JPY
SGD
USD
THB
CNY
QAR
31 December 2013
Receivable in Counter-value in
foreign
Euro at the end of
currency
the period
201,587
130,705
186,499
127,121
40,915
33,329
7,621,501
9,141,778
19,011,734
1,777,911
201,868
26,469
33,521,486
231,630
1,663,807
955,442
57,033,710
41,355,746
0
0
0
0
0
0
With reference to currency financial receivables from subsidiaries, the following table summarizes the
outstanding balance accounts at year end (in Euro units):
159
31 December 2014
Currency
SGD
USD
GBP
JPY
Receivable in foreign
currency
36,732,671
151,167,099
0
50,037,618
Counter-value in
Euro at the end of
the period
22,874,998
124,509,595
0
344,541
31 December 2013
Receivable in
foreign currency
17,364,422
47,239,321
367,872
0
Counter-value in
Euro at the end of
the period
9,971,530
34,253,731
441,253
0
23. Income tax receivables
In thousands of Euro
Tax income receivables
31 December
2014
31 December
2013
0
940
0
940
24. Other current assets
In thousands of Euro
VAT receivables
Other receivables
Accrued income and deferred charges
31 December
2014
31 December
2013
7,083
10,811
1,409
8,602
3,763
1,245
19,303
13,610
31 December
2014
31 December
2013
4,635
6,176
3,113
650
10,811
3,763
The caption “Other receivables” includes:
Assets for the fair value assessment of derivatives instruments
Other receivables
Assets for the fair value assessment of derivatives instruments are referred to foreign currency transactions for
Euro 4,635 thousand (2013: Euro 3,113 thousand).
The item “Other receivables” includes Euro 5.7 million related to the reimboursement from one vendor annotated
in Note 4.
25. Cash and cash equivalents
In thousands of Euro
Bank and post current accounts and deposits
Cash and cash equivalents
31 December
2014
31 December
2013
13,292
34
2,396
11
13,326
2,407
160
The balance as at 31 December 2014 includes foreign currency amounts for SGD 3,1 thousand corresponding to
Euro 1,9 thousand, USD 10,623.5 thousand corresponding to Euro 8,750.3 thousand, GBP 1,704.7 thousand
corresponding to Euro 2,188.6 thousand and HKD 24,2 thousand corresponding to Euro 2,6 thousand.
The balance as at 31 December 2013 includes foreign currency amounts for SGD 3,6 thousand corresponding to
Euro 2 thousand, USD 67,5 thousand corresponding to Euro 48,9 thousand, GBP 1,505.7 thousand
corresponding to Euro 1,806 thousand and HKD 26 thousand corresponding to Euro 2,4 thousand.
26. Net equity
Net equity changes
Please refer to the relevant table that precedes the notes to the Statutory Financial Statements.
Share capital
Al 31 December 2014, the share capital amounted to Euro 6,900 thousand and includes 25,613,544 ordinary
shares issued without nominal value.
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to
one vote per share at meetings of the Company. All shares are equal since there are no preference shares.
Please refer to the Management Report concerning the net result allocation proposal made by the Board of
Directors on 23 April 2015 which approved the Statutory Financial Statements and the Consolidated Financial
Statements at 31 December 2014.
Legal reserve
The legal reserve amounting to Euro 1,380 thousand, was restored after the merger of the holding companies
Terre Alte S.p.A. and Montrachet S.p.A. into Permasteelisa S.p.A. occurred in October 2010 with fiscal and civil
effect backdated to 1 January 2010.
Foreign exchange risk hedging reserve, commodities risk hedging reserve and interest risk
hedging reserve
The foreign exchange risk hedging reserve includes the effective portion of the net differences accumulated in
the “fair value” of the hedging instruments on currencies, associated to hedged and not yet performed
transactions. The changes in these reserves are stated in the following table:
Foreign exchange risk
hedging reserve
Amount
before
tax
Reserve as at 31 December 2012
Increase/(decrease)
Release to income statement
Reserve as at 31 December 2013
Commodities risk hedging
reserve
Tax
Amount
after
tax
Amount
before
tax
2,355
942
(2,407)
(739)
(296)
756
1,616
646
(1,651)
890
(279)
611
Foreign exchange risk hedging
reserve
Amount
before
tax
Reserve as at 31 December 2013
Increase/(decrease)
Release to income statement
Reserve as at 31 December 2014
Interest risk hedging
reserve
Tax
Amount
after
tax
Amount
before
tax
Tax
Amount
after
tax
15
(15)
(5)
5
10
(10)
-
-
-
-
-
-
-
-
-
Commodities risk hedging
reserve
Tax
Amount
after
tax
Amount
before
tax
890
(1,124)
(884)
(279)
352
278
611
(771)
(607)
(1,118)
351
(767)
Interest risk hedging
reserve
Tax
Amount
after
tax
Amount
before
tax
Tax
Amount
after
tax
-
-
-
-
-
-
-
-
-
-
-
-
161
Other reserves
They include merger surplus reserve, the non-available IAS conversion reserve and other IAS conversion
reserves and other merger reserves. The relevant statement of net equity changes highlights variations of these
items during the year.
In particular:
-
the item “other merger reserve” arose during the period due to the merger of holding companies Terre
Alte S.p.A. and Montrachet S.p.A. into Permasteelisa S.p.A. occurred on 22 October 2010 with fiscal and
Italian law effects backdated on 1 January 2010; due to the kind of merger (reverse merger) the share
capital and all the reserves of Permasteelisa S.p.A. existing at the merger date were maintained and the
remaining components of the merged companies (share capital, share premium and losses carried
forward) were incorporated in the item “other merger reserve”. At the date of 31 December 2014 the
reserve amounts to 163,781 thousand, almost the same compared to the previous financial year (2013:
Euro 163,776 thousand).
-
the item “IAS 19 Reserve” which had, at 31 December 2013, a negative balance post-merger of Euro
137 thousand, was increased following the actuarial valuation by Euro 377 thousand. At 31 December
2014 it has a negative balance of Euro 514 thousand.
Information on reserve
The following table reports information on net equity items sorted by origin, available amounts for use, distribution
and amounts already used in the previous three years:
2014
Amount
Possibility of use
(*)
Share capital
6,900,000
Legal reserve
1,380,000
B
Share premium
0
A,B,C
Revaluation reserve
0
A,B
Extraordinary reserve
0
A,B,C
Merger surplus reserve
Other merger reserve
Retained earnings
IAS conversion reserve severance
IAS 19 reserve
Other reserves
Available amount
2014
Amounts used in
the previous 3
Not-available years to hedge
amount 2014
losses
Amounts
used in the
previous 3
years for
other
reasons
1,380,000
3,815
A,B,C
163,781,342
A,B,C
163,781,342
3,815
25,137,452
A,B,C
25,137,452
311,948
-
311,948
(514,304)
(514,304)
5,025
5,025
Other IAS conversion reserves
IAS conversion reserve - land
0
IAS conversion reserve goodwill
IAS conversion reserve - web
costs
IAS conversion reserve - IAS
39
Total other IAS conversion
reserve items
(16,545)
(16,545)
(86,251)
(86,251)
Foreign exchange risk hedging
reserve
Commodities Risk hedging
reserve
0
(102,796)
A,B,C
(767,346)
-
(102,796)
(767,346)
-
162
Risk hedging reserve on
interest
Translation reserve
Total reserves
Not-distributable amount I
0
-
3,669
-
189,238,804
3,669
188,815,998
Not-distributable amount II
Distributable remaining
amount
419,137
5,025
0
188,821,023
(*) A: for share capital increase; B: for hedging losses; C: for distribution to the partners.
Capital management
In the area of capital management, the Company aims at adding value for the Shareholders, safeguard the
continuity of the business and support the development of the Group. The Company has thus tried to keep a
suitable capitalisation level to enable both the achievement of a suitable return on capital for the Shareholders
and ensure the accessibility in economic terms of external financing sources, also by achieving a suitable rating.
The Company constantly monitors its level of indebtedness in reference to the net equity and especially the net
level of indebtedness and the cash generation from operations.
To this end, the Company pursues the ongoing improvement of profitability in its business areas. It may also sell
part of its own assets to reduce the value of debt, while the Board of Directors may suggest to the Shareholders'
Meeting to reduce or increase the share capital or, if legally viable, distribute the reserves. In this framework the
Company also proceeds to buying back treasury shares, clearly within the limits authorised by the Shareholders'
Meeting, following the same approach aimed at adding value compatible with the aims of achieving a balanced
financial standing and improve the rating.
The capital is understood to be the value added by the Shareholders (share capital and the share-premium
reserve, net of the value of the treasury share), and generated by the Company in terms of the results achieved
by the management (legal reserve and retained earnings, included the results for the year), excluding the profit
and loss entered directly into the net equity, except for the revaluation reserve, the merger surplus reserve and
the IAS/IFRS conversion reserve.
27. Amounts payable to banks and other financial creditors
In thousands of Euro
Amounts payable to banks and other financial creditors non-current
Finance lease liabilities
Shareholder loan
Amounts payable to banks and other financial creditors current
Short term bank loans (ordinary)
Bank current accounts, advances and other short term loans
31 December
2014
31 December
2013
0
27,510
0
0
27,510
0
320,999
20,558
261,700
10,880
341,557
272,580
The net financial position of the Company including Shareholder loan at year-end is negative for Euro 245 million.
Composed by a positive amount of Euro 13.3 million related to “cash & bank deposits”.
The short-term loan in use, for a negative value amounting to Euro 321 million, relates to contracts for lines of
credit on a revolving basis, used to cover cash requirements.
163
Two loan contracts with bilateral committed line type have been granted by a major Japanese banking institution
for a total amount of Euro 70 million. The contracts expire, respectively, in July and September 2015.
The contracts include the obligation to comply with specific financial covenants related to ratio between the total
consolidated gross financial debt and consolidated Ebitda. As at 31 December 2014, there was full compliance to
the financial covenants required.
A third loan contract with committed type line has been granted by a major Italian banking institution for an
amount of Euro 50 million. The contract had the expiration in June 2014 but was extended to June 2015.
As for mortgages or other assets owned by the company, see Note 36.
Net financial position
To complete the information reported in these notes, the Company financial position as at 31 December 2014 is
reported below.
In thousands of Euro
31 December
2014
31 December
2013
Cash and cash equivalents
Financial receivables from subsidiaries
Financial payables to subsidiaries
Amounts payables to bank
13,327
200,427
(90,101)
(341,557)
2,407
124,783
(109,490)
(272,580)
Net financial position - short term
(217,904)
(254,880)
Financial receivables from subsidiaries
Financial payables to subsidiaries
Amounts payables to bank
Shareholder loan
0
0
0
(27,510)
0
0
0
0
Net financial position - medium/long term
(27,510)
0
(245,414)
(254,880)
Total net financial position
The average rates recorded by the Company during the period are as follows:
a.
b.
c.
current account deposits: 0.000% (2013: 0.482%).
short-term loans: 1.547% (2013: 1.428%).
mortgages and medium- long-term loans: never been used during the year 2014 (same in
2013);
d.
shareholder loan: spread applied equal to 1.050% (2013: not present)
e.
liabilities on financial leasing: not detected as there are not financial leases.
The actual average rate over overall indebtness stood at 1.650% (2013: 1.460%).
28. Severance indemnity fund
In accordance with national regulations, the amount due to each employee accrues on the basis of the service
performed and must be paid when the employee leaves the Company. The payment due upon termination of the
employment relationship is calculated on the basis of its duration and the taxable salary of each employee. The
liability, revalued annually based upon the official cost of living index and legal interest, is not associated with any
condition or accrual period, or any funding obligation; therefore, there are no assets at the service of the fund.
The regulations were supplemented by Italian Legislative Decree no. 252/2005 and by Italian Law no. 296/2006
(Finance 2007) which, for companies with at least 50 employees, established that the shares accrued since 2007
164
are used, at the option of employees, either for the INPS Treasury Fund or for other forms of supplementary
pension schemes, assuming the nature of “defined contribution plan”. The revaluations of the amounts in
existence at the dates of option are still, however, accounted to the severance indemnity fund, along with, for
companies with less than 50 employees, also the shares accrued and not used for the supplementary pension
scheme. In accordance with IAS 19 (2011), that fund is accounted for as “Defined benefits plan”.
The table reported above refers exclusively to the severance indemnity accrued before 2007.
In thousands of Euro
Present value of the defined benefit obligation
Unrecognised actuarial gains and losses
Recognised liability for severance indemnity fund
31 December
2014
31 December
2013
3,636
0
3,636
3,112
0
3,112
31 December
2014
31 December
2013
3,112
(93)
0
520
97
3,636
3,317
(102)
0
(186)
83
3,112
31 December
2014
31 December
2013
0
97
(6)
89
97
83
Movements of the severance indemnity fund
In thousands of Euro
Net recognised liability at 1 January
Payments
Transfers
Actuarial (gains)/losses
Expenses recognised in the income statement
Net recognised liability at 31 December
Expenses recognised in the income statement
In thousands of Euro
Current service costs
Interest on obligation
Principal economic actuarial assumption:
31 December
2014
Actuarial rate as at 31 December
Inflation rate
Future TFR increase rate
1.49%
1.33%
2.49%
Principal demographic actuarial assumption:
Probability of death
Mortality table RG48 published
by
the
State
General
Accounting Tables
Probability of invalidity
INPS Tables split into age and
gender
Probability of retirement
100% upon achieving AGO
requirements
165
Set out below is the sensitivity analysis for each actuarial circumstance for the purposes of determining the
amount of year-end liability; the same shows the effects, expressed in absolute terms, of variations of the
actuarial circumstances reasonably possible at that date.
Variations in actuarial assumptions
31 December
2014
Inflation rate
+0.25 p.p.
-0.25 p.p.
3,758
3,608
Discount rate
+0.25 p.p.
-0.25 p.p.
3,564
3,806
The average financial duration of the obligation amounts to 13 years.
29. Provisions for risks and charges
In thousands of Euro
Balance at 1 January 2013
Movements
Provisions made during the year
Provisions used during the year
Provisions reversed during the year
Balance at 31 December 2013
In thousands of Euro
Balance at 1 January 2014
Movements
Provisions made during the year
Provisions used during the year
Provisions reversed during the year
Balance at 31 December 2014
Provision
for losses
in a
subsidiary
Warranty
provision
Provision
for risks
on
ongoing
jobs
Other
provisions
Total
407
0
232
(352)
0
287
4,266
0
2,480
(4,860)
(862)
1,024
7,488
(2,072)
502
(3,907)
(435)
1,576
12,211
(2,072)
3,214
(9,119)
(1,297)
2,937
Provision Warranty
Provision
for losses provisio for risks on
in a
n
ongoing
subsidiary
jobs
Other
provisions
Total
2,937
(50)
2,556
(329)
(361)
4,753
50
0
0
0
0
50
50
(50)
0
287
1,024
1,576
256
(326)
2,300
(3)
(361)
2,960
1,576
217
The increase in the caption “Provision for risks on ongoing jobs” is due to the variation described in note 9.
The provision for losses in a subsidiary is related to the subsidiary Permasteelisa Ireland Ltd. classified under
investments (note 17). Other provisions are related to the current legal disputes.
30. Trade payables to third parties
In thousands of Euro
Trade payables to third parties
31 December
2014
31 December
2013
62,484
54,169
62,484
54,169
166
As at 31 December 2014, trade payables includes invoice to be received for Euro 11,047 thousand (2013: Euro
2,146 thousand) and retentions for Euro 1,284 thousand (2013: Euro 1,081 thousand).
With reference to currency trade payables to third parties, the following table summarizes the outstanding
balance accounts at year end (in Euro units):
Currency
31 December 2014
31 December 2013
Payable in
foreign
currency
Payable in
foreign
currency
Counter-value in
Euro at the end of
the period
Currency
Counter-value in
Euro at the end of
the period
AED
AUD
144,890
3,855
32,491
2,600
AED
AUD
0
3,855
0
2,500
CAD
CHF
GBP
HKD
TRY
JPY
SAR
QAR
KWD
AZN
USD
2,006
11,748
49,259
16,561
814
3,592,125
100,000
127,376
23,409
1,353,014
11,781,157
1,426
9,770
63,242
1,759
287
24,734
21,943
28,808
65,833
1,420,545
9,703,613
CAD
CHF
GBP
HKD
TRY
JPY
SAR
QAR
KWD
AZN
USD
2,006
11,725
277,245
220,500
0
503,700
0
508,738
23,409
176,781
6,297,835
1,367
9,551
332,548
20,620
0
3,481
0
101,305
60,094
163,398
5,023,446
31. Trade payables to subsidiaries
In thousands of Euro
Trade payables
Gartner Contracting Co. Ltd
Global Architectural Co. Ltd.
Josef Gartner Curtain Wall (Suzhou) Co. Ltd.
Josef Gartner GmbH
Permasteelisa Gartner Qatar Llc
Josef Gartner Switzerland AG
Permasteelisa (India) Private Ltd.
Permasteelisa Espana S.A.U.
Permasteelisa France S.a.s.
Permasteelisa Gartner Middle East Llc
Permasteelisa North America Corp.
Permasteelisa Hong Kong Limited
Permasteelisa Ireland Ltd.
Permasteelisa Japan K.K.
Permasteelisa Pacific Holdings Ltd.
Permasteelisa PTY Ltd
Permasteelisa Gartner Saudi Llc
Permasteelisa UK Ltd.
Permasteelisa Turkey
RI.ISA D.o.o.
Scheldebouw B.V.
Commercial exchange rate adjustment
31 December
2014
31 December
2013
909
20
47
156
113
43
231
23
2
140
418
1,770
8
10
1,485
100
20
10
2
426
683
225
364
184
23
344
71
36
109
2
3
241
223
979
9
0
943
382
12
70
97
293
494
(132)
6,841
4,746
167
Financial payables
Josef Gartner GmbH
Permasteelisa Ireland Ltd.
Permasteelisa Espana S.A.
Permasteelisa Pacific Holdings Ltd.
Permasteelisa UK Ltd.
Exchange rate adjustment
55,578
2,352
0
30,245
1,576
350
65,327
2,375
61
41,551
0
176
90,101
109,490
As far as financial payables are concerned, the same applies as for financial receivables as per note 22.
With reference to currency trade payables to subsidiaries, the following table summarizes the outstanding
balance accounts at year end (in Euro units):
Currency
AUD
CAD
CHF
GBP
HKD
JPY
SGD
USD
QAR
31 December 2014
Payable in
Counter-value in
foreign
Euro at the end of
currency
the period
1,333,695
289
52,181
413,323
5,582,091
57,110
39,860
4,445,236
1,848,959
899,383
206
43,397
530,650
592,767
393
24,823
3,661,343
418,169
Currency
AUD
CAD
CHF
GBP
HKD
JPY
SGD
USD
QAR
31 December 2013
Payable in
Counter-value in
foreign
Euro at the end of
currency
the period
1,317,244
0
43,651
577,353
3,589,941
25,550
39,367
4,702,118
87,175
854,078
0
35,558
692,518
335,719
177
22,607
3,409,556
17,359
With reference to currency financial payables to subsidiaries, the following table summarizes the outstanding
balance accounts at year end (in Euro units):
Currency
AUD
CAD
GBP
HKD
JPY
USD
31 December 2014
Payable in
Counter-value in
foreign
Euro at the end of
currency
the period
14,034,279
63,501
1,110,699
207,108,823
0
13,870,770
9,464,076
45,155
1,425,984
21,993,079
0
11,424,734
Currency
AUD
CAD
GBP
HKD
JPY
USD
31 December 2013
Payable in
Counter-value in
foreign
Euro at the end of
currency
the period
13,638,771
250,000
0
233,911,255
15,241,338
0
8,843,138
170,404
0
21,874,562
105,316
0
32. Other current liabilities
In thousands of Euro
Employees taxation payables
Other indirect taxes payables
Amounts payable to social agencies
Amounts payable to employees
Other liabilities
Accrued liabilities and deferred income
31 December
2014
31 December
2013
2,040
0
3,868
7,730
14,170
464
2,232
72
3,471
6,132
5,056
550
168
28,272
17,513
Other liabilities
In thousands of Euro
31 December 31 December
2014
2013
Direct taxes payables
630
0
630
0
Other liabilities
In thousands of Euro
31 December
2014
31 December
2013
12,339
1,831
1,979
3,078
14,170
5,056
Forward liabilities
Other liabilities
Forward liabilities are referred for Euro 12,339 thousand to foreign currency transactions (2013: Euro 1,979
thousand).
33. Risk management
Exposure to credit, interest rate, commodities price and currency risks arises in the normal course of the
Company’s business.
Historically, derivative financial instruments are used by the Company to hedge its exposure to fluctuations in
foreign exchange rates.
The Company makes hedging transactions also for the commodities price risk.
Credit Risk
Credit risk is the risk that a customer or counterparty may fail to meet commitment when it falls due and cause
the Company to incur in a financial. The Company’s primary exposure to credit risk arises through its contract
receivables. The Company has implemented a specific Risk management system to analysis each specific
tender; a rating is given to each project and customer and specific measures are applied to minimize the
company’s risk; the system in place also allows to monitor subsequently the credit risk exposure on an ongoing
basis.
Other financial assets of the Company with exposure to credit risk include cash and cash equivalents and
derivative financial instruments to hedge the Company exposure to foreign currency risk. Cash and cash
equivalents are held with banks with high credit ratings. Transactions involving derivative financial instruments
are allowed only with counterparties that are of high credit quality. As such, the management does not expect
any counterparty to fail to meet their commitments.
At the balance sheet date there were no significant concentrations of credit risk on specific customers or on
specific geographical areas. The maximum exposure to credit risk is represented by the carrying amount of each
financial asset, including derivative financial instruments, in the statement of financial position.
With reference to trade receivables from third parties, from subsidiaries and associated companies, as well as
financial receivables from subsidiaries recorded in the financial statements, the maximum credit risk exposure by
geographical area is listed in Appendix I.
In the following table the trade receivables from third parties broken down by maturity:
169
In thousands of Euro
Gross
Receivables
Bad debts
provision
Net
Gross
Receivables Receivables
Bad debts
provision
Net
Receivables
2014
2014
2014
2013
2013
2013
Not past due
Past due 0-180 days
Past due 181-365 days
More than one year
32,057
3,496
3,369
8,107
(450)
0
0
(4,294)
31,607
3,496
3,369
3,813
23,209
7,557
(2,188)
7,807
(450)
0
(112)
(4,186)
22,759
7,557
(2,299)
3,621
Total
Exchange rate adjustment
47,029
(4,744)
42,285
(212)
42,073
36,386
(4,748)
31,638
3
31,641
At 31 December 2014 the receivables that had not yet reached the expiry date, net of the Provision for bad
debts, amounted to 75% of the total (2013: 72%) and the credit due for over one year amounted to 9% (2013:
11%).
Interest rate risk
The Company’s exposure to changes in interest rates relates primarily to interest-earning assets and interestearning liabilities (amounts receivable from banks and other financial institutions or amounts payable to banks
and other financial institutions). Interest rate risk is actively managed at central level to guarantee that interests
payments are within acceptable levels and consistent with the Company’s business strategies.
The Company does not generally use derivative financial instruments to hedge its exposure to interest rate risk.
Sensitivity analysis
The impact of a variation of 100 basis points in interest rates on the year end date would have determined an
increase (decrease) of the net equity and of the results for the period for the amounts shown below. The analysis
was done assuming that all the other variables, in particular the exchange rate to foreign currencies, remain
stable. On the same basis has been done also the analysis of previous year.
In thousands of Euro
31 December 2014
Variable rate loans
In thousands of Euro
31 December 2013
Variable rate loans
Result for the period
+100 bp
- 100 bp
Net equity
+100 bp
- 100 bp
(2,762)
2,762
(2,762)
2,762
(2,762)
2,762
(2,762)
2,762
Result for the period
+100 bp
- 100 bp
Net equity
+100 bp
- 100 bp
(2,337)
2,337
(2,337)
2,337
(2,337)
2,337
(2,337)
2,337
Please note that the Company does not have any fixed rate loans.
Liquidity risk
Policies and procedures have been established to monitor and control liquidity, at both central level and
individual subsidiary level, on a daily basis adopting a cash flow management approach.
The table below shows the detail of the future contractual flows of financial liabilities held by the Company,
broken down into financial liabilities not associated to derivative tools and financial liabilities associated to
derivative tools.
170
Exposure to the liquidity risk associated to financial liabilities other than derivative instruments
31 December 2014
In thousands of Euro
Carrying value
Contractual
Cash Flows
Contractu
al Cash
Flows
less than
1 year
Contractual
Cash Flows
between 1
and 5 years
Financial liabilities other than
derivatives
Trade payables
Trade payables to subsidiaries
Amounts payable to banks
Financial payables to subsidiaries
Financial payables to sharesholder
62,484
6,841
341,557
90,101
27,510
62,484
6,841
341,557
90,101
27,510
62,484
6,841
341,557
90,101
0
0
0
0
0
27.510
Total
528,493
528,493
500,983
27.510
Contractual
Cash Flows
exceeding 5
years
31 December 2013
In thousands of Euro
Financial liabilities other than
derivatives
Trade payables
Trade payables to subsidiaries
Amounts payable to banks
Financial payables to subsidiaries
54,169
4,745
272,580
109,490
54,169
4,745
272,580
109,490
54,169
4,745
272,580
109,490
0
0
0
0
Total
440,984
440,984
440,984
0
Exposure to the liquidity risk associated to financial liabilities related to derivative instruments
31 December 2014
In thousands of Euro
Carrying Contractual Cash Contractual Contractual Contractua
value
Flows Cash Flows Cash Flows
l Cash
less than 1 between 1
Flows
year and 5 years exceeding
5 years
AAssets (-) / Liabilities (+)
Assets from fair-value valuation on forward contracts on
currencies
- in flows
- out flows
Liabilities from fair-value valuation on forward contracts
on currencies
- in flows
- out flows
Assets from fair-value valuation of commodities
- in flows
- out flows
Liabilities from fair-value valuation of commodities
- in flows
- out flows
Total booked value
(4,635)
12,339
7,704
(4,635)
(4,635)
-
-
(179,026)
(179,026)
174,391
12,339
12,339
-
-
174,391
(317,292)
329,631
7,704
-
-
-
(317,292)
-
329,631
-
-
-
-
-
-
-
-
7,704
171
31 December 2013
In thousands of Euro
Carrying Contractua
value
l Cash
Flows
Assets (-) / Liabilities (+)
Assets from fair-value valuation on forward contracts on
currencies
- in flows
- out flows
Liabilities from fair-value valuation on forward contracts on
currencies
- in flows
- out flows
Assets from fair-value valuation of commodities
- in flows
- out flows
Liabilities from fair-value valuation of commodities
- in flows
- out flows
Total booked value
Contractual
Cash Flows
less than 1
year
Contractual
Cash Flows
between 1
and 5 years
Contract
ual Cash
Flows
exceedin
g 5 years
(3,113)
(3,113)
-
-
(190,303)
(190,303)
187,190
-
-
187,190
1,979
1,979
-
-
(137,905)
(137,905)
-
139,884
139,884
-
-
-
-
-
-
-
-
-
-
-
-
(1,134)
(1,134)
(1,134)
-
-
(3,113)
1,979
-
Please note the value of assets and liabilities shown in the tables above are provided for information only;
indeed, the derivative contracts do not in fact lead to the actual outlay or collection of the stated amounts which,
on the contrary, are subject to the settlement of the difference between the two outflows.
Also note that to correctly assess the liquidity risk, it is necessary to bear in mind the financial assets held by the
Company to offset the future cash flows arising from the aforementioned financial liabilities:
a) cash and cash equivalents for Euro 13,327 thousand and Euro 2,407 thousand respectively as at 31
December 2014 and 31 December 2013;
b) trade receivables from third parties for Euro 42,073 thousand and Euro 31,641 thousand respectively as
at 31 December 2014 and 31 December 2013;
c) trade receivables from subsidiaries for Euro 78,413 thousand and Euro 71,095 thousand respectively as
at 31 December 2014 and 31 December 2013;
d) financial receivables from subsidiaries for Euro 200,427 thousand and Euro 124,783 thousand
respectively as at 31 December 2014 and 31 December 2013.
Foreign currency risk
The Company incurs foreign currency risk on contract revenues and purchases and on borrowings and loans
denominated in a currency other than Euro. The foreign currencies giving rise this risk are primarily British
pounds, United State dollars, Japanese yens.
Generally the contracts are hedged for the total amount denominated in foreign currency; see paragraph “e” for a
detailed description of the way used by the Company to hedge its job contracts in foreign currency. In respect to
monetary assets and liabilities held in foreign currency other that those related to the contracts, the Company’s
policy consists in minimizing the net exposure to change in interest rates by specific medium/short-term forward
exchange contracts, rolled over at maturity if necessary.
Sensitivity analysis
A 10% decrease of the Euro against the following currencies as at 31 December 2014 would have led to the
following increase (decrease) of the results for the period and the net equity. The analysis has been performed
considering that all the other variables, more specifically the interest rates, had remained constant. The analysis
was performed on the same basis compared to the previous period.
172
In thousands of Euro
Result for the
period
31 December 2014
GBP
USD
HKD
SGD
AUD
THB
YEN
Other
In thousands of Euro
Net equity
243
2.848
159
190
(61)
9
21
11
243
2.848
159
190
(61)
9
21
11
3,420
3,420
Result for the
period
Net equity
31 December 2013
GBP
USD
HKD
SGD
AUD
YEN
Altre
236
3.019
102
5
(124)
2
(13)
236
3.019
102
5
(124)
2
(13)
3,227
3,227
A 10% increase of the Euro against the following currencies as at 31 December 2014 and 2013 would have led
to the same but opposite effect, again supposing that all other variables had remained constant.
Please note that the analysis did not take into account receivables, payables and future trade flows against which
the hedging operations were performed. It is reasonable to believe that the variation of the exchange rates may
lead to an opposite financial effect for this item, for a same or higher amount, on the hedged transactions.
Commodities price risk
The Company has a price risk exposure, including the relevant foreign exchange risk, particularly on aluminium
purchases, which are one of the main work order cost items.
As far as managing the aluminium price risk is concerned, the Company’s policy is oriented towards minimizing
the need to resort to financial markets for hedging, by conducting relations with the suppliers in order to fix the
price for specific time frames. However, in the past the rather swinging trend of the aluminium price has
encouraged the Company to launch a limited and selective aluminium price hedging policy for a few specific
orders, where freezing the price with the supplier, for the whole period of the order, was merely impossible or not
immediate in any case.
For a detailed description of the Company’s practices of commodity hedging management on its own orders,
please refer to paragraph “Accounting principle” included at the beginning of the notes.
34. Fair value measurement
There are no financial assets or liabilities whose fair value significantly differs from their carrying amount.
173
IFRS 13 establishes a hierarchy that categorizes into three levels the inputs to the valuation techniques used to
measure fair value by giving the highest priority to quoted prices (unadjusted) in active markets for identical
assets and liabilities (level 1 inputs) and the lowest priority to unobservable inputs (level 3 inputs). In some cases,
the inputs used to measure the fair value of an asset or a liability might be categorized within different levels of
the fair value hierarchy. In those cases, the fair value measurement is categorized in its entirety in the same level
of the fair value hierarchy at the lowest level input that is significant to the entire measurement.
Levels used in the hierarchy are as follows:
-
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets and liabilities that the
Group can access at the measurement date.
Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the
assets or liabilities, either directly or indirectly.
Level 3 inputs are unobservable inputs for the assets and liabilities.
Assets and liabilities that are measured at fair value on a recurring basis:
The following table shows the fair value hierarchy for financial assets and liabilities that are measured at fair
value on a recurring basis at 31 December 2014:
Euro/thousand
Not consolidated subsidiaries
Assets at fair value available for sale or held to
maturity
Financial assets at fair value through profit or loss
Financial receivables from subsidiaries
Cash and cash equivalents
Total Assets
Financial liabilities at fair value through profit or loss
Amounts payables to banks and other financial
creditors (current)
Amounts payables to banks and other financial
creditors (non current)
Financial payables to subsidiaries
Total Liabilities
Notes
Level 1
Level 2
Level 3
Total
-
-
-
-
(24)
(22)
(25)
-
4,635
200,427
13,327
218,389
4,635
200,427
13,327
218,389
(32)
(27)
-
12,339
341,557
12,339
341,557
(27)
-
27,510
27,510
-
90,101
471,507
90,101
471,507
(31)
In 2014, there were no transfers between Levels in the fair value hierarchy.
Assets and liabilities not measured at fair value on recurring basis:
The carrying amount of Current receivables and Other current assets and of Trade payables and Other current
liabilities approximates their fair value and are categorized in Level 2.
The main methods and assumptions used to estimate the “fair value” of the assets and liabilities recorded in the
statement of financial position according to this principle or for which its disclosure is requested by the accounting
principles in the notes, are as follows:
Securities
The Company presently does not hold significant amounts of securities held for trading or available for sale of
held until their maturity.
Cash and cash equivalents
The fair value of Cash and cash equivalents usually approximates fair value due to the short maturity of these
174
instruments,
which
consist
primarily
of
bank
current
accounts
and
time
deposits.
The fair value of Cash equivalents is determined with discounted expected cash flow techniques, using
observable market yields.
Derivatives contracts
They are evaluated using listed market prices.
Amounts payables to banks and other financial institutions
The fair value is calculated based on discounting of future cash flows with reference to principal and interest
amounts.
Finance leases
As described in note 27, the Group does not hold significant liabilities for financial leases.
Trade receivables and payables and other receivables and payables
Receivables and payables with expiring date less than one year, their carrying amount is considered to
approximate their fair value. All the other receivables and payables with expiring date greater than one year are
discounted to determine their fair value, except for those related to contracts monies retention; the Company
considers that retentions do not represent in any way a financing transaction with the customer due to the fact
that the payments terms are beyond one year, as retentions, in the different geographical areas in which the
Company operates, are within the normal applied trade conditions; consequently there is no necessity to apply
any discounting.
As at 31 December 2014 the Company considers that there not retentions out of normal market conditions.
35. Commitments
As the balance sheet date, the Company has the followings commitments:
Operating leases
In thousands of Euro
31 December
2014
31 December
2013
1,409
1,567
0
2,976
1,626
1,483
0
3,109
Payable:
less than 1 year
within 1 to 5 years
after 5 years
The Company leases a number of production sites, offices, warehouse and factory facilities under operating
leases. The leases have variable length, some of them with an option to renew the lease after the expiry date.
Usually lease payments are periodically increased to reflect market rental conditions.
Forward contracts
In thousands of Euro
31 December
2014
31 December
2013
Commitments for forward foreign exchange contracts
Commitments for forward contracts on commodities
510,961
0
510,961
344,204
0
344,204
Commitments for forward foreign exchange contracts (buy)
Commitments for forward foreign exchange contracts (sell)
181,917
329,044
510,961
126,416
217,788
344,204
175
Commitments for forward contracts on commodities (buy)
Commitments for forward contracts on commodities (sell)
0
0
0
0
0
0
As described in the section on the accounting standards, hedging derivative operations on currency and
commodities are assessed on their “fair value”.
As at 31 December 2014 the assessment of the fair value of currency hedging brought to the entry of profits for
Euro 4,635 thousand (2013: Euro 3,113 thousand) and a losses for Euro 12,339 thousand (2013: Euro 1,979
thousand) booked respectively under the items forward assets (note 24) and forward liabilities (note 32). Note
that the stated amounts of Euro 4,562 thousand (2013: Euro 1,916 thousand) and Euro 9,680 thousand (2013:
Euro 1,761 thousand) refer, respectively, to the valuation of financial currency hedging transactions, namely
those covering foreign currency assets and liabilities of financial nature.
On the same date, the fair valuation of hedging transactions on commodities led to the entry of profit for Euro 0
thousand (2013: Euro 0 thousand) and a loss for Euro 0 thousand (2013: Euro 0 thousand).
Other commitments
As at 31 December 2014 the Company has no other significant commitments to highlight.
36. Contingent assets and liabilities
At the balance sheet date, the Company has provided the following guarantees in respect of third parties:
In thousands of Euro
Counter guarantees to banks mainly in respect of successful performance of job orders
Guarantees to insurances mainly in respect of successful performance of job orders
Guarantees to banks mainly in respect of successful performance of job orders
Guarantees in respect of the request of VAT refund and other payment guarantees
Guarantees to banks/insurances for credit lines to subsidiaries
Guarantees to banks/insurances for credit lines used by the parent company and by the
subsidiaries
Total guarantees issued to third parties
31
31
December December
2014
2013
363,502
140
27,465
15,416
733,445
56,203
352,226
140
23,858
13,141
863,268
44,219
1,196,171
1,296,852
The Company has no mortgages at the end of the period.
37. Transaction with related parties
Relationships with subsidiaries
During the year, the Company entered into significant relationships with direct and indirect subsidiaries,
concerning trade and financial transactions entered into as part of the normal management activities usually
regulated by market conditions.
As far as the financial effects of these transactions, they are already described in explanatory notes 22 and 31 on
payables and receivables concerning subsidiaries. The following is a summary table highlighting the impact of
these positions on financial statement items of the same nature.
176
In thousands of Euro
31 December 2014
Total
Trade receivables
Financial receivables – current
Other receivables
Trade payables
Financial payables – current
Financial payables – non current
Other payables
Versus third
parties
120,486
200,427
19,303
69,325
90,101
27,510
28,272
42,073
0
19,290
62,484
0
27,510
26,395
In thousands of Euro
35%
0%
100%
90%
0%
100%
93%
Related
parties
%
78,413
200,427
13
6,841
90,101
0
1,899
65%
100%
0%
10%
100%
0%
7%
31 December 2013
Total
Trade receivables
Financial receivables – current
Trade payables
Financial payables – non current
Other payables
%
Versus third
parties
102,736
124,783
58,915
109,490
17,513
30,348
54,169
17,513
%
30%
92%
100%
Related
parties
%
72,389
124,783
4,746
109,490
1,040
70%
100%
8%
100%
6%
As far as the economic effects of these relations, they are included in the relevant column “Related parties” of the
income statement, and they are detailed in the following table which also highlights the impact of these positions
on the financial statement item total they belong to.
Operating revenues to subsidiaries
In thousands of Euro
Bleu Tech Montreal Inc.
Dongguan Permasteelisa Curtain Wall Ltd.
Gartner Contracting Co. Ltd.
Global Architectural Co. Ltd.
Josef Gartner Curtain Wall (Shanghai) Co. Ltd.
Josef Gartner Curtain Wall (Suzhou) Ltd.
Josef Gartner & Co UK Ltd
Josef Gartner GmbH
Josef Gartner & Co HK Ltd
Permasteelisa Gartner Qatar Llc
Josef Gartner Switzerland AG
OOO Josef Gartner
Permasteelisa (India) Private Limited
Permasteelisa Espana S.A.U.
Permasteelisa France S.a.s.
Permasteelisa Gartner Middle East Llc
Permasteelisa Gartner Saudi Llc
Permasteelisa Mongolia Llc
Permasteelisa North America Corp.
Permasteelisa Hong Kong Limited
Permasteelisa Ireland Ltd.
Permasteelisa Japan K.K.
Permasteelisa Pacific Holdings Ltd.
Permasteelisa PTY Limited
Permasteelisa Project (Thailand) Ltd.
Permasteelisa Turkey Insaat Ticaret Limited Sirketi
Permasteelisa UK Ltd.
RI.ISA D.o.o.
31
December
2014
5
252
54
2,277
165
804
1
2,832
2
25,889
8
618
48
75
20,277
2,247
11,524
1
4,954
35
488
3
70
2
14
15
23,781
0
0.0%
0.1%
0.0%
1.1%
0.1%
0.4%
0.0%
1.4%
0.0%
13.0%
0.0%
0.3%
0.0%
0.0%
10.2%
1.1%
5.8%
0.0%
2.5%
0.0%
0.2%
0.0%
0.0%
0.0%
0.0%
0.0%
12.0%
0.0%
31
December
2013
6
0
211
1
960
164
0
492
0
62,404
0
1
495
4,102
9,566
45
0
5,624
255
11
1
7
1
101
2
31,578
1
0.0%
0.0%
0.1%
0.0%
0.5%
0.1%
0.0%
0.2%
0.0%
31.3%
0.0%
0.0%
0.2%
2.1%
4.8%
0.0%
0.0%
2.8%
0.1%
0.0%
0.0%
0.0%
0.0%
0.1%
0.0%
15.8%
0.0%
177
Scheldebouw B.V.
Tower Installation Llc.
Total
Total operating revenues
536
0
96,977
198,913
0.3%
0.5%
48.8%
994
9
117,031
58.7%
100.0%
199,265
100.0%
0.0%
0.0%
Operating costs from subsidiaries
In thousands of Euro
31
December
2014
31
December
2013
Bleu Tech Montreal Inc.
Dongguan Permasteelisa Curtain Wall Ltd.
Gartner Contracting Co. Ltd.
Global Architectural Co. Ltd.
Global Wall Malaysia Sdn. Bhd.
Josef Gartner & Co. (HK) Ltd.
Josef Gartner & Co. UK Ltd.
Josef Gartner Curtain Wall (Shanghai) Co. Ltd.
Josef Gartner Curtain Wall (Suzhou) Co. Ltd.
Josef Gartner GmbH
Josef Gartner (Macau) Ltd
Josef Gartner Taiwan Branch
Permasteelisa Gartner Qatar Llc
Josef Gartner Switzerland AG
OOO Josef Gartner
Permasteelisa (India) Private Limited
Permasteelisa Espana S.A.U.
Permasteelisa France S.a.s.
Permasteelisa Gartner Middle East Llc
Permasteelisa Gartner Saudi Llc
Permasteelisa Hong Kong Limited
Permasteelisa Ireland Ltd.
Permasteelisa Japan K.K.
Permastelisa Macau Limited
Permasteelisa Mongolia Llc.
Permasteelisa North America Corp.
Permasteelisa Pacific Holdings Ltd.
Permasteelisa Partecipations S.r.l.
Permasteelisa Philippines Inc.
Permasteelisa Projects (Thailand) Co. Ltd
Permasteelisa PTY Limited
Permasteelisa Taiwan
Permasteelisa Turkey Insaat Ticaret Limited Sirketi
Permasteelisa UK Ltd.
RI.ISA D.o.o.
Scheldebouw B.V.
Tower Installation Llc.
Total
(288)
(53)
(129)
(756)
(65)
(340)
(46)
(668)
(28)
(3,426)
(5)
(80)
(1,893)
97
(113)
43
(225)
(349)
(2,603)
(11)
947
(9)
(206)
(10)
(226)
(2,623)
(2,309)
0
(196)
(110)
(125)
(3)
25
(459)
954
(57)
(169)
(15,514)
0.2%
8.1%
(226)
0
(330)
(527)
(85)
(482)
(26)
(444)
(103)
(2,233)
(2)
0
(2,253)
77
(174)
105
(232)
(505)
(3,309)
12
2,546
(10)
(374)
(8)
(232)
(2,255)
(1,721)
(100)
(166)
(146)
834
0
48
(464)
967
(9)
(351)
(12,178)
Total operating costs
191,282
100.0%
203,973
0.0%
0.1%
0.4%
0.0%
0.2%
0.0%
0.3%
0.0%
1.8%
0.0%
0.0%
1.0%
0.1%
0.1%
0.0%
0.1%
0.2%
1.4%
0.0%
0.5%
0.0%
0.1%
0.0%
0.1%
1.4%
1.2%
0.0%
0.1%
0.1%
0.1%
0.0%
0.0%
0.2%
0.5%
0.0%
0.1%
0.1%
0.0%
0.2%
0.3%
0.0%
0.2%
0.0%
0.2%
0.1%
1.1%
0.0%
0.0%
1.1%
0.0%
0.1%
-0.1%
0.1%
0.2%
1.6%
0.0%
-1.2%
0.0%
0.2%
0.0%
0.1%
1.1%
0.8%
0.0%
0.1%
0.1%
-0.4%
0.0%
0.0%
0.2%
-0.5%
0.0%
0.2%
6.0%
100.0%
178
The operating costs highlighted in the table above are mainly included in the items “raw materials and
consumables used” and “services expenses and use of third party assets”.
Financial income to subsidiaries
In thousands of Euro
31
December
2014
31
December
2013
Josef Gartner GmbH
Permasteelisa Espana S.A.U.
Permasteelisa France S.a.s.
Permasteelisa Gartner Middle East Llc
Permasteelisa Gartner Qatar Llc
Permasteelisa North America Corp.
Permasteelisa Pacific Holdings Ltd.
Permasteelisa Partecipations S.r.l.
Permasteelisa UK Ltd.
Permasteelisa Turkey Insaat Ticaret Limited Sirketi
Scheldebouw B.V.
Total
30,000
3
24
211
263
150
246
33
12
12
411
31,365
44.7%
44.4%
46.7%
11,885
8
30
122
111
37
33
2
1
7
369
12,605
Total financial income
67,184
100.0%
26,771
100.0%
0.0%
0.0%
0.3%
0.4%
0.2%
0.4%
0.0%
0.0%
0.0%
0.6%
0.0%
0.1%
0.5%
0.4%
0.1%
0.1%
0.0%
0.0%
0.0%
1.4%
47.1%
Financial expenses from subsidiaries
In thousands of Euro
Josef Gartner GmbH
Permasteelisa Gartner Qatar Llc
Permasteelisa North America Corp.
Permasteelisa Ireland Ltd.
Permasteelisa Pacific Holdings Ltd.
Permasteelisa UK Ltd.
Total
Total financial expenses
31 December
2014
31 December
2013
503
0
2
18
542
12
1,077
1.3%
2.3%
2.7%
476
2
64
17
580
86
1,225
39,826
100.0%
20,618
100.0%
0.0%
0.0%
0.0%
1.4%
0.0%
0.0%
0.3%
0.1%
2.8%
0.4%
5.9%
Other relationships with other related parties in the context of the Permasteelisa S.p.A.
Expenses incurred for the members of the Board of Directors and for the Company’s managers with strategic
responsibilities are included under “Personnel expenses” and they amount to Euro 7,783 thousand (2013: Euro
5,996 thousand) whereas remuneration for Auditors is included in item “Services expenses and use of third-party
assets” and they amount to Euro 91 thousand (2013: Euro 111).
As at 31 December 2014 the Company showed a debit balance towards other related parties of Euro 1,864
thousand (2013: Euro 1,040 thousand).
179
During the year, the Company has not entered directly into relations with related parties other than its
subsidiaries:
Group company
Transaction type
Related parties
Permasteelisa
S.p.A.
Costs backcharge
Nr 13 Managers of
Permasteelisa S.p.A.
Permasteelisa
S.p.A.
Offices rental
Ugo and Olga Levi Onlus
Foundation
Permasteelisa
S.p.A.
Permasteelisa
S.p.A.
Interest income on set off
of receivables/payables
Works carried out for the
NDIA- Doha Airport
(Qatar) project with Sitie
Impianti Industriali S.p.A.
Foundation Ugo and
Olga Levi Onlus
Sitie Impianti Industriali
S.p.A. (a company in
which the CEO Mr Nicola
Greco holds indirectly,
through a finance
company, a minority
shareholding)
revenues/receivables
(expenses)/(payables)
Revenue/
(Cost)
in Euro
Receivable/
(Payable)
in Euro
as at 31 December
2014
2014
17,756.20
13,412.28
(354,492.12)
(13,066.55)
19,773.45
0
(28,503.00)
(19,549.63)
37,529.65
(382,995.12)
13,412.28
(32,616.18)
The transactions with Ugo and Olga Levi Onlus Foundation, concern:
a) as regards the first in the list, the lease contract for Venice’s offices that provides an annual fee of Euro
290,000 for 6 years with ISTAT adjustment;
b) as regards the second in the list, the receivable for interests related to the settlement agreement
between payables on rent (point a).
These transactions are regulated at normal market conditions.
Transactions with key management personnel
The remuneration of top managers having a key function within the Company amounted in total to Euro 5,694
thousand (2013: Euro 4,372 thousand), of which Euro 2,105 thousand (2013: Euro 1,706 thousand) can be
referred to specific members of the Company’s Board of Directors, Euro 1,852 thousand (2013: Euro 1,544
thousand) concern Managers with Holding functions and Euro 1,737 thousand (2013: Euro 1,052 thousand) for
the Company’s Country Manager functions.
38. Emoluments of Statutory Auditors
The fees of Statutory Auditors amount to Euro 236 thousand of which Euro 210 thousand for fees for the
statutory audit, Euro 0 thousand for fees related to tax advisory services and Euro 26 thousand for other services
related to the J-SOX audit required by Shareholder.
39. Positions or transactions deriving from unconventional and/or unusual operations
There are no positions or transactions deriving from unconventional and/or unusual operations to highlight.
40. Subsequent events
No major events have occurred after the end of the financial year.
180
PERMASTEELISA S.p.A.
Appendix to the Statutory Financial Statements
181
Appendix I: Receivables
geographical area
and
payables
broken
down
by
Receivables and payables, included in the Statement of financial position as at 31 December 2014, are reported
in the following tables broken down by geographical area:
a)
b)
c)
d)
e)
f)
Trade receivables from third parties;
Trade receivables from subsidiaries;
Financial receivables from subsidiaries;
Trade payables to third parties;
Trade payables from subsidiaries;
Financial payables from subsidiaries.
Trade receivables from third parties
In thousands of Euro
Italy
Azerbaijan
United Kingdom
Japan
Turkey
Russia
Georgia
United States
France
Austria
Principality of Monaco
Spain
Switzerland
Kuwait
Germany
Singapore
Belgium
United Arab Emirates
Ireland
Canada
San Marino
Hungary
Egipt
Netherlands
Paraguay
Romania
Hong Kong
Finland
Luxembourg
Saudi Arabia
Greece
Australia
India
Indonesia
31 December
2014
31 December
2013
23,345
12,978
1,098
848
655
638
616
344
332
267
232
188
182
99
72
47
34
29
27
20
15
15
6
2
2
1
1
(2)
(18)
0
0
0
0
0
42,073
20,175
7,065
293
736
821
0
226
867
198
102
297
286
126
(8)
0
23
1
22
0
0
102
0
0
1
0
0
0
175
128
3
1
0
31,640
182
Trade receivables from subsidiaries
In thousands of Euro
Australia
Saudi Arabia
Canada
China
Croatia
United Arab Emirates
Philippines
France
Germany
Japan
Hong Kong
India
Ireland
Italy
Macau
Malaysia
Mongolia
Netherlands
Qatar
United Kingdom
Russia
Singapore
Spain
Switzerland
Taiwan
Thailand
Turkey
United States
Azerbaijan
31 December
2014
776
235
137
2,449
85
2,040
524
9,669
2,750
167
3,109
2,070
589
7
52
234
512
1,041
19,002
18,269
1,952
1,556
208
49
55
5,485
25
5,493
(127)
31 December
2013
131
17
127
1,065
42
5,303
312
1,859
1,702
232
2,343
1,630
280
103
35
168
272
1,317
37,515
9,147
410
956
563
33
52
2,147
34
3,306
(6)
78,413
71,095
31 December
2014
31 December
2013
(153)
17,346
3,164
441
4,785
60,447
13,572
12,158
Financial receivables from subsidiaries
In thousands of Euro
Azerbaijan
United Arab Emirates
France
Great Britain
Italy
Netherlands
Qatar
Singapore
Spain
United States
Turkey
14,102
2,936
150
6,049
42,684
84,487
46,262
565
1,620
1,572
200,427
11,708
1,317
124,783
Trade payables to third parties
183
In thousands of Euro
Italy
Spain
France
Germany
Azerbaijan
Turkey
United Arab Emirates
Greece
Belgium
United Kingdom
Georgia
United States
Croatia
Netherlands
Japan
Austria
Svitzerland
Qatar
Principality of Monaco
Ireland
Russia
Denmark
Saudi Arabia
Sweden
Argentine
Australia
Singapore
Luxembourg
China
Hong Kong
Canada
Romania
Portugal
Slovenia
Colombia
Panama
Mongolia
San Marino
India
New Zealand
Nigeria
Ghana
Finland
Kuwait
Lebanon
31 December
2014
48,714
3,685
3,411
1,637
1,554
575
426
368
296
295
260
210
197
166
163
136
80
77
70
55
41
32
21
9
6
3
3
3
0
2
2
1
1
0
0
0
0
0
0
0
0
0
0
(4)
(11)
62,484
31 December
2013
45,958
727
296
3,067
235
2,115
42
516
485
45
22
45
168
13
3
55
76
105
0
0
6
0
0
10
4
25
0
0
52
0
1
5
(1)
39
37
16
4
4
3
1
0
0
0
(11)
0
54,168
184
Trade payables from subsidiaries
In thousands of Euro
Saudi Arabia
Australia
China
Croatia
Dubai
France
Germany
Japan
United Kingdom
Hong Kong
India
Ireland
Italy
Netherlands
Qatar
Singapore
Spain
United States
Switzerland
Thailand
Turkey
31 December
2014
22
100
47
426
140
2
156
11
10
2,877
231
8
(5)
683
123
1,493
23
429
43
20
2
6,841
31 December
2013
12
382
23
293
240
3
344
71
1,311
109
9
494
68
853
2
215
36
184
97
4,746
31 December
2014
350
55,578
1,576
2,352
31 December
2013
176
65,327
0
2,375
0
41,551
61
0
109,490
Financial payables from subsidiaries
In thousands of Euro
Azerbaijan
Germany
United Kingdom
Ireland
Qatar
Singapore
Spain
United States
30,245
90,101
185
PERMASTEELISA S.p.A.
Auditors’ report on the Consolidated and Statutory Financial
Statements
186