Permasteelisa SpA 1 - Permasteelisa Group

Transcription

Permasteelisa S.p.A.
.
1
Permasteelisa Group
2
Consolidated and Statutory Financial
Statements for the year ended
31 December 2012
Index
4
Administration and Controlling Boards
5
Group Structure
6
Management Report to the Consolidated Financial Statements and to the Statutory Financial Statements
7
- Main economic and financial data
8
- Performance for the period
15
- Overview of ongoing projects and main project acquisitions
34
- Main risks and uncertainties which Permasteelisa S.p.A. and the Group are exposed to
36
36
36
36
37
40
40
-
40
- Transactions with related parties
40
- Significant events subsequent to year end and outlook
The Group's organizational structure
Research and innovation
Technical Support Group
Information Technology
Human Resources
Shareholders
Treasury shares
40
- Other disclosures
42
- Operating performance and financial position of Permasteelisa S.p.A.
45
- Approval of the Statutory Financial Statements and allocation of 2012 net result
46
Permasteelisa Group – Consolidated Financial Statements for the year ended 31 December 2012
47
- Consolidated income statement
48
- Statement of comprehensive income
49
- Consolidated statement of financial position
51
- Consolidated statement of cash flows
53
- Consolidated statement of net equity changes
55
- Notes to the Consolidated Financial Statements
105
- Appendix I: Permasteelisa Group’s companies
109
Permasteelisa S.p.A. – Statutory Financial Statements for the year ended 31 December 2012
110
- Income statement
111
- Statement of comprehensive income
112
- Statement of financial position
113
- Statement of cash flows
115
- Statement of net equity changes
117
- Notes to the Statutory Financial Statements
166
- Appendix I: Receivables and payables broken down by geographical area
170
AUDITORS’ REPORT ON THE CONSOLIDATED AND STATUTORY FINANCIAL STATEMENTS
172
AUDITORS’ REPORT ON THE STATUTORY FINANCIAL STATEMENTS
174
REPORT OF THE BOARD OF STATUTORY AUDITORS
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
3
Administration and Controlling Boards
Board of Directors in charge up 27 April 2012
Chairman
Davide Croff
Chief Executive Officer
Nicola Greco
Directors
Mitsuru Akahira
Toshimasa Iue (1) (2)
Takashi Okuda (2)
Takashi Tsutsui (2)
Shinichi Tanzawa (1)
Makoto Yoshitaka (1)
(1) Member of the Internal Controlling Committee
(2) Member of the Committee on Directors’ Remuneration
Board of Directors in charge since 27 April 2012
Chairman
Davide Croff
Chief Executive Officer
Nicola Greco
Directors
Christopher Mack
Toshimasa Iue (1) (2)
Takashi Okuda (2)
Takashi Tsutsui (2)
Shinichi Tanzawa (1)
Makoto Yoshitaka (1)
(1) Member of the Internal Controlling Committee
(2) Member of the Committee on Directors’ Remuneration
Collegio Sindacale
4
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.)
31 December
2012
PERMASTEELISA S.p.A.
(ITALY)
EUROPE
USA
ASIA
100%
PERMASTEELISA
NORTH AMERICA CORP.
(USA)
100%
TOWER
INSTALLATION Llc
(USA)
BLEU TECH MONT.
Inc.
(Canada)
100%
100%
PERMASTEELISA
UK Ltd.
(UK)
100%
PERMASTEELISA
IRELAND Ltd.
(Irleland)
100%
PERMASTEELISA
ESPANA S.a.u.
(Spain)
99.999%
PERMASTEELISA
FRANCE S.a.s.
(France)
45.27%
JOSEF GARTNER GmbH
(Germany)
JOSEF GARTNER
& Co. UK Ltd
(UK)
100%
GARTNER STEEL
and GLASS GmbH
(Germany)
100%
PERMASTEELISA
PACIFIC HOLDINGS Ltd.
(Singapore)
MIDDLE – EAST
49%
70%
PERMASTEELISA
GARTNER MIDDLE
EAST Llc
(Dubai)
100%
DONGGUAN
PERMASTEELISA
CURTAIN WALL Co. Ltd.
(China)
OOO JOSEF GARTNER
(Russia)
99%
JOSEF GARTNER
SWITZERLAND AG
(Switzerland)
100%
PERMASTEELISA
GARTNER
SAUDI ARABIA Llc
(Kingdom of Saudi Arabia)
100%
PERMASTEELISA
MONGOLIA Llc
(Mongolia)
0.001%
SCHELDEBOW B.V.
(Netherlands)
PERMASTEELISA
99.99% PHILIPPINES INC.
(Philippines)
5%
49%
100%
PERMASTEELISA
GARTNER
QATAR Llc
(Qatar)
75%
SCHELDEBOW UK Ltd.
(UK)
99,9%
GLOBAL WALL MALAYSIA
Sdn. Bhd.
(Malaysia)
95%
1%
100%
100%
54.25%
100%
PERMASTEELISA TURKEY
İNŞAAT
TİCARET LİMİTED ŞİRKETİ
(Turkey)
JOSEF GARTNER
CURTAIN WALL
(SHANGHAI) Co. Ltd.
(China)
JOSEF GARTNER
CURTAIN WALL
(SUZHOU) Co. Ltd
(China)
0,1 %
100%
100%
PERMASTEELISA
INTERIORS S.r.l.
(Italy)
76%
GARTNER CONTRACTING
Co. Limited
(China)
PERMASTEELISA
IMPIANTI S.r.l.
(Italy)
PERMASTEELISA
TAIWAN Ltd.
(Taiwan)
EXTERIORS
EXTERIORS
&
INTERIORS
JOSEF GARTNER
& Co. HK Ltd.
(China)
JOSEF GARTNER
(MACAU) LIMITED
(Macau)
LEGEND:
INTERIORS
100%
PERMASTEELISA
MACAU Limited
(Macau)
99%
PERMASTEELISA (INDIA)
Private Limited
(India)
100%
100%
96%
GLOBAL ARCHITECTURAL
Co. Ltd.
(Thailand)
99.99%
PERMASTEELISA
HONG KONG Ltd.
(China)
100%
45.83%
PERMASTEELISA PTY
Ltd.
(Australia)
54.17%
0.2%
PERMASTEELISA
JAPAN K.K.
(Japan)
99.8%
5
Management Report
to the Consolidated Financial Statements and
to the Statutory Financial Statements
6
Management Report
Dear Shareholder,
this is the report to the Consolidated Financial Statements and to the Statutory Financial Statements of
Permasteelisa S.p.A. for the year ended on 31 December 2012.
The purpose of this report is to provide you with an overview of the Parent Company and the Group's operations
in reference to the year which has just ended, in addition to its future perspectives. 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:
1)
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 for approximately Euro 10.7
million in the year 2012 (2011: Euro 21.3 million));
2) for the 2011 not recurring cost of approximately Euro 25 million incurred for the recognition of the PSO
(Phantom Stock Option) for some members of the Board of Directors of the Company and for some
Group’s Top Managers.
The Group's results for the year 2012 are summarised here below:
In thousands of Euro
IV Quarter
2012
Normalized
IV Quarter
2011
Normalized
377,530
331,627
25,602
17,954
6.8%
5.4%
21,986
14,598
2012
Operating revenues
Ordinary activity result before
depreciation
2011
(*)
2012
Normalized
2011
Normalized
(*)
1,365,484 1,165,273
1,365,484
1,166,282
83,422
51,683
83,422
78,322
6.1%
4.4%
6.1%
6.7%
57,936
17,759
68,697
65,705
4.2%
1.5%
5.0%
5.6%
57,377
4.2%
17,759
1.5%
68,137
5.0%
65,705
5.6%
%
48,411
3.5%
15,224
1.3%
59,172
4.3%
63,170
5.4%
Net result
33,321
9,982
41,362
45,423
2.4%
0.9%
3.0%
3.9%
%
Operating result before non recurring
costs
%
5.8%
4.4%
21,426
5.7%
14,598
4.4%
Operating result
18,398
4.9%
14,196
4.3%
Result before tax
%
7
31 December
2012
31 December
2011
Non current assets (a)
Net working capital (b)
204,042
307,385
219,822
101,905
Severance indemnity fund, pension funds and other employee
benefits (c)
(27,059)
(23,281)
Net invested capital
484,368
298,446
Advances from customers (d)
Net financial debt/(Net cash surplus) (e)
Shareholders' equity (including minority interests) (f)
136,280
97,815
250,273
113,202
(27,331)
212,575
Coverage
484,368
298,446
Investments in tangible and intangible assets
9,982
16,406
Average workforce
6,298
5,890
(*) Please note that the data for the year 2011 were reclassified compared with those reported in the Consolidated and statutory financial
statements of last year, in order to make them comparable with 2012. This reclassification became necessary with reference to the following
items:
1) the cost recovery has been reclassified as a reduction of the related costs, rather than as an increase of revenues;
2) the reversal of provisions and the exceeding provisions for risks were reclassified as a reduction of the related costs, rather than as an
increase in revenues;
3) personnel costs were reduced by the amount relative to the actuarial valuation of the defined contribution plans for employees as a result
of early application, starting from 2012, of the revised version of IAS 19 (Employee Benefits ): the effects are described in the Notes to the
Consolidated Financial Statements. The early application of these amendments resulted in the restatement of the Consolidated income
statement and of Statement of comprehensive income for the year 2011.
a) Sum of the captions included in the consolidated statement of financial position referring to notes 16,17,18, 19, 20, 21
b) Sum of the captions included in the consolidated statement of financial position referring to notes 22, 23, 24, 25, 26, 27, 28, 34, 35, 36, 37,
38, 39
c) Sum of the captions included in the consolidated statement of financial position referring to notes 32 and 33
d) Caption included in the consolidated statement of financial position referring to note 23
e) Sum of the captions included in the consolidated statement of financial position referring to notes 29 and 31
f) Caption included in the consolidated statement of financial position referring to note 30
Performance for the period
In a still difficult market environment, Permasteelisa Group recorded in 2012 the best performance of orders in its
history (1.6 billion Euro). Consequently, the backlog has grown significantly amounting to almost Euro 1.9 billion.
The year 2012 has confirmed the trend of revenues increased, as previuos year, with an increase of 17.2% of
operating revenues, from Euro 1,165,273 thousand to Euro 1,365,484 thousand, although the market is still
difficult.
At the same time, the Group prosecuted the effort of engineering and production processes rationalization that
should allow to maintain, and if possible to increase, the profitability and ability to generate positive cash flows in
different geographical and market scenarios.
In the year 2012, the Group structure increased its decentralized organization, with the intention from one side to
emphasize the global vocation and from the other one the adoption, on different projects, of a contract execution
based on the joined participation of several Business Units, following a “low-low” scheme supported by an even
more advanced ICT platform.
8
The profitability data are good despite a small percentage decline compared to 2011 mainly due to the crisis
situation in the European market and the specific issues related to the Indian market: the “normalized” EBITDA
amounting to Euro 83,422 thousand is very close to be the best result in absolute value achieved
by Permasteelisa Group, in last ten years.
During 2012 continued the trend of investment in working capital, consistent with the increase in business
volumes and the movement of tournover and business in Middle and Far East markets, characterized by
contractual terms that require a significant investment of liquidity during the execution of projects. In the first part
of the year there was the payment of approximately Euro 25 million for the Phantom Stock Option Plan described
above.
Performance on the market: new orders, backlog, Group positioning
In the year 2012, the Group awarded new orders for Euro 1,605 million, which represents the best achievement
in the history of our Group. This figure, together with a value of economic backlog for curtain wall and contract
amounting to a total of Euro 1,883 million at the end of the year 2012, is a prerequisite to consider 2013 as a year
of growth.
As shown in the table here below that provides a breakdown by product, new orders for Curtain walls amounted
to Euro 1,194 million (2011: Euro 1,009 million) and those for Interiors and Other products to Euro 410 million
(2011: Euro 192 million).
The increase in the orders related to "Other products" is connected to the contract sector, which has had a
remarkable development in the current year and for which we expect a growth trend also in subsequent years.
4th Quarter
2012
4th Quarter
2011
536,077
246,915
192
536,269
31 December
2012
% 31 December
2011
%
Variation
Variation %
1,174,322
73.2
920,228
76.6
254,094
27.6
37,391
284,306
Curtain wallsAluminum
Curtain walls-Steel
Subtotal Curtain
walls
19,504
1,193,826
1.2
74.4
88,287
1,008,515
7.4
84.0
-68,783
185,311
-77.9
18.4
2,631
28,213
30,844
2,121
30,582
32,703
Partitions
Shops
Subtotal Interiors
18,270
169,112
187,382
1.1
10.6
11.7
16,617
129,943
146,560
1.4
10.8
12.2
1,653
39,169
40,822
9.9
30.1
27.9
-12,226
1,059
Other products
223,401
13.9
45,935
3.8
177,466
386.3
554,887
318,068
1,201,010 100.0
403,599
33.6
Total Orders
1,604,609 100.0
Breakdown of the Curtain walls (aluminum and steel) by geographical area:
4th Quarter
2012
4th Quarter
2011
374,554
79,464
America
4,712
303
-818
-876
2,741
15,348
2,875
-3,055
UK + Ireland
Benelux
Germany
Italy
31 December
2012
%
31 December
2011
%
Variation
Variation %
523,930
43.9
270,947
26.9
252,983
93.4
79,630
4,322
14,580
13,658
6.7
0.4
1.2
1.1
105,033
39,977
56,307
12,425
10.4
4.0
5.6
1.2
-25,403
-35,655
-41,727
1,233
-24.2
-89.2
-74.1
9.9
9
13,371
16,692
66,195
84,104
Other Europe
Subtotal
Europe
93,374
205,564
7.8
17.2
129,965
343,707
12.9
34.1
-36,591
-138,143
-28.2
-40.2
24,617
21,215
Middle East
117,968
9.9
65,874
6.5
52,094
79.1
150
81
North Africa
190
0.0
242
0.0
-52
-21.5
-95
0
Central Asia
31,114
2.6
0
0.0
31,114
2,335
32,090
26,757
39,834
7,027
81,638
0.6
6.8
53,322
71,198
5.3
7.1
-46,295
10,440
-86.8
14.7
3,943
41,722
-1,287
20,060
21,488
120,351
7,109
1,633
247
2,605
21,257
99,442
Australia
Hong Kong +
Macau
China
Singapore
India
Japan
Other Asia
Subtotal Asia
58,559
56,343
1,406
44,723
65,364
315,060
4.9
4.7
0.1
3.8
5.5
26.4
88,069
56,978
16,199
10,439
31,540
327,745
8.7
5.7
1.6
1.0
3.1
32.5
-29,510
-635
-14,793
34,284
33,824
-12,685
-33.5
-1.1
-91.3
328.4
107.2
-3.9
536,269
284,306
1,193,826
100.0
1,008,515
100.0
185,311
18.4
Total
Exteriors
Breakdown of the Interiors by geographical area:
31 December
2012
%
31 December
2011
%
Variation
Variation %
America
49,173
26.2
37.443
25.5
11.730
31.3
UK + Ireland
Benelux
Italy
France
Other Europe
Subtotal
Europe
2,102
137
7,457
1,807
3,396
14,899
1.1
0.1
4.0
1.0
1.8
8.0
3,414
775
10,264
2,239
3,926
20,618
2.3
0.5
7.0
1.6
2.7
14.1
-1,312
-638
-2,807
-432
-530
-5,719
-38.4
-82.3
-27.3
-19.3
-13.5
-27.7
5,102
2.7
7,898
5.4
-2,796
-35.4
North Africa
1
0.0
748
0.5
-747
-99.9
Central Asia
13
0.0
371
0.3
-358
-96.5
4th Quarter
2012
4th Quarter
2011
4,280
11,035
530
4
1,415
362
639
2,950
196
7
2,868
320
971
4,362
1,067
606
Middle East
0
-532
4
62
8,541
4,207
11,739
311
1,952
22,543
30,844
10
38,101
20.4
18,972
12.9
19,129
100.8
10,660
95
2,208
17,170
Hong Kong +
Macau
China
Japan
Other Asia
Subtotal Asia
58,963
10,561
10,569
118,194
31.5
5.6
5.6
63.1
39,674
4,677
16,159
79,482
27.1
3.2
11.0
54.2
19,289
5,884
-5,590
38,712
48.6
125.8
-34.6
48.7
32,703
Total Interiors
187,382
100.0
146,560
100.0
40,822
27.9
The American and the Middle East markets are strengthened as leading markets for the Group in the exteriors
sector, with an increase in the orders respectively of 93.4% and of 79.1% compared to 2011.
BACKLOG
The table below provides an indication of the backlog for the main sectors in which the Group operates, by
geographical area.
BACKLOG - CURTAIN WALLS
As at 31 December 2012 the economic Backlog related to curtain walls amounts to Euro 1,706 million and gives
continuity of work inside the Group.
Euro/million
31 December
2012
%
Europe
Middle East
America
Asia
416.6
188.3
696.0
376.4
29.1
0.1
24.4
11.0
40.8
22.1
1.7
-
513.8
239.4
435.6
394.8
0.6
0.7
32.4
15.1
27.5
24.9
0.0
0.1
1,706.5
100.0
1,584.9
100.0
Euro/million
31 December
2012
%
Europe
Middle East
Central Asia
2.1
173.2
1.8
1.2
97.8
1.0
Total
177.1
100.0
Central Asia
North Africa
Total
31 December %
2011
BACKLOG - CONTRACT (*)
(*) First year of data collection, as relevant.
In comparison with our competitors, even if there are no comparable data, it is possible to say that Permasteelisa
Group confirms and consolidates its leadership position through results and ability to increase the market share,
even if during a crisis period, maintaining a high profitability for its sector.
Operating performance - Results
Operating revenues
A better understanding of the Group's business trend is provided in the table below, where the operating
revenues are broken down by type of product and geographical area compared to 2011.
In 2012, operating revenues amounted to Euro 1,365,484 thousand, with an increase of 17.2% compared to the
previous year (Euro 1,165,273 thousand).
11
Operating revenues broken down by product are shown below:
4th Quarter
2012
4th Quarter
2011
270,792
258,090
16,676
19,468
287,468
277,558
2,913
49,253
52,166
10,262
35,789
46,051
37,896
8,018
377,530
331,627
Curtain wallsAluminum
Curtain wallsSteel
Subtotal Curtain
walls
Partitions
Shops
Subtotal Interiors
Other products
Total Operating
Revenues
31 December
2012
%
31 December
2011 (*)
%
Variation
Variation %
1,030,649
75.5
944,229
81.0
86,420
9.2
61,447
4.5
46,734
4.0
14,713
31.5
1,092,096
80.0
990,963
85.0
101,133
10.2
21,746
163,743
185,489
1.6
12.0
13.6
43,483
115,625
159,108
3.8
9.9
13.7
-21,737
48,118
26,381
-50.0
41.6
16.6
87,899
6.4
15,202
1.3
72,697
478.2
1,365,484
100.0
1,165,273
100.0
200,211
17.2
items:
increase in revenues.
Breakdown of the Curtain walls (aluminum and steel) by geographical area:
4th Quarter
2012
4th Quarter
2011
73,463
51,672
31,953
19,639
10,578
13,335
9,974
34,042
7,107
13,035
8,767
25,109
99,882
73,657
34,241
61,433
206
514
1,048
47
13,565
19,963
15,792
25,431
23,988
9,731
1,067
14,259
19,472
4,869
12
31 December
2012
%
31 December
2011 (*)
%
Variation
Variation %
America
250.862
23.0
162.197
16.4
88.665
54.7
UK +
Ireland
Benelux
Germany
Italy
Other
Europe
Subtotal
Europe
106,615
9.8
100,285
10.1
6,330
6.3
28,678
67,896
30,957
108,861
2.6
6.2
2.8
10.0
29,210
53,068
53,690
81,641
3.0
5.4
5.4
8.2
-532
14,828
-22,733
27,220
-1.8
27.9
-42.3
33.3
343,007
31.4
317,894
32.1
25,113
7.9
164,397
15.1
163,719
16.5
678
0.4
816
0.1
3,106
0.3
-2,290
-73.7
2,031
0.2
484
0.1
1,547
319.6
67,873
82,018
6.2
7.4
52,541
92,451
5.3
9.3
15,332
-10,433
29.2
-11.3
74,464
47,847
12,975
6.8
4.4
1.2
38,185
72,427
28,610
3.8
7.3
2.9
36,279
-24,580
-15,635
95.0
-33.9
-54.6
Middle
East
North
Africa
Central
Asia
Australia
Hong
Kong +
Macau
China
Singapore
India
4,379
5,935
8,385
2,027
78,628
90,235
287,468
277,558
Japan
Other
Asia
Subtotal
Asia
Total
Exteriors
28,673
17,133
2.6
1.6
51,878
7,471
5.2
0.8
-23,205
9,662
-44.7
129.3
330,983
30.2
343,563
34.6
-12,580
-3.7
1,092,096
100.0
990,963
100.0
101,133
10.2
items:
Breakdown of the Interiors by geographical area:
31 December
2012
%
31 December
2011 (*)
%
Variation
Variation %
America
52,371
28.2
34,382
21.6
17,989
52.3
1,572
76
2,295
472
1,388
5,803
UK + Ireland
Benelux
Italy
France
Other Europe
Subtotal
Europe
1,728
147
5,297
2,629
4,004
13,805
0.9
0.1
2.9
1.4
2.2
7.5
4,268
875
12,239
2,407
3,786
23,575
2.7
0.5
7.7
1.5
2.4
14.8
-2,540
-728
-6,942
222
218
-9,770
-59.5
-83.2
-56.7
9.2
5.8
-41.4
2,414
7,059
Middle East
18,696
10.1
30,611
19.2
-11,915
-38.9
13
19
North Africa
31
0.0
598
0.4
-567
-94.8
0
281
Asia Centrale
4
0.0
345
0.2
-341
-98.8
8,047
4,125
23,332
12.6
13,730
8.6
9,602
69.9
18,092
3,726
3,566
33,431
13,582
2,332
4,248
24,287
Hong Kong +
Macau
China
Japan
Other Asia
Subtotal Asia
58,439
5,693
13,118
100,582
31.4
3.1
7.1
54.2
37,647
6,027
12,193
69,597
23.7
3.8
7.7
43.8
20,792
-334
925
30,985
55.2
-5.5
7.6
44.5
52,166
46,051
Total Interiors
185,489
100.0
159,108
100.0
26,381
16.6
4th Quarter
2012
4th Quarter
2011
12,680
8,602
-117
36
1,864
532
1,313
3,628
items:
Profitability
The normalized data of year 2012 show an EBITDA of Euro 83.4 million (2011: Euro 78.4 million), that
corresponds to 6.1% of operating revenues (2011: 6.7%), and an EBIT of Euro 57.3 million (2011: Euro 65.8
million), that corresponds to 4.2% of operating revenues (2011: 5.6%).
13
Financial performance - Results
The consolidated non-current assets are equal to Euro 204,042 thousand (2011: Euro 219,822 thousand); the
decrease of Euro 15,780 thousand compared to the closing figures of the previous year is mainly due to the
depreciation of the intangible assets “Economic Backlog” and “Customer relationship” (approximately Euro 9.8
million) and of the higher value of some buildings and lands (approximately Euro 0.7 million) that arose from the
allocation of the “excess cost” (approximately Euro 128.5 million) paid by Terre Alte S.p.A (subsequently merged
into Permasteelisa S.p.A. during year 2010) for the acquisition of Permasteelisa Group.
The consolidated net working capital presents a positive value for approximately Euro 307,590 thousand (2011:
Euro 101,905 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) amounting to Euro
204,574 thousand against the previous year that amounted to Euro 386,823 thousand; 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.
This increase is only partially offset by the decrease in other captions of the net working capital (i.e. the sum of
income tax receivables and payables, deferred tax receivables and payables and other current receivables and
payables) rose from a negative balance of Euro 102,669 thousand to a negative balance of Euro 79,438.
The Group net financial position shows at the year end a negative balance of Euro 97,815 thousand compared to
the previous year positive balance of Euro 27,331 thousand, mainly due to the absorption of the operating
working capital just illustrated above and to the payment of the non recurring costs related to the Phantom Stock
Option already mentioned.
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 arised to a net financial losses equal to Euro 8,941
thousand in 2012 compared to Euro 2,322 thousand in 2011.
The net consolidated equity (including minority interests) rose from Euro 212,575 thousand to Euro 250,273
thousand; the positive variation for Euro 37,698 thousand is mostly due to:
- profit for the period
Euro 33,321 thousand
- translation reserve variation
Euro (902) thousand
- hedging reserve variation
Euro 7,544 thousand
- gains/losses actuarial variation
Euro (2,265) thousand
Investments
The trend of technical investments at Group level was as follows:
Land and buildings
Machinery and equipment
Equipment
Other tangible fixed assets
Fixed assets in progress
Total technical investments
2012
2011
227
1,485
1,795
4,236
906
8,649
1,098
2,646
4,068
5,410
1,402
14,624
The main increases were recorded in Dubai for Euro 0.5 million (Euro 3.1 million in 2011), in Saudi Arabia for
Euro 0.9 million (Euro 0.5 million in 2011), in Germany for Euro 2 million (Euro 2.8 million in 2011), in Italy for
Euro 1.5 million (approximately Euro 2.7 million in 2011), in China for Euro 0.2 million (Euro 1.5 million in 2011),
in the United States of America for Euro 4 million (Euro 1.3 million in 2011) and they mainly addressed to
enhance production capacity and replace or renew plants and equipments.
No major asset disposals occurred during the period.
14
Overview of
acquisitions
ongoing
projects
and
main
project
Permasteelisa Group's main ongoing projects for 2012 have been broken into the Group's two reference sectors:
 Curtain walls
 Interiors
CURTAIN WALLS
Projects are broken down into three areas:
 Main project acquisitions
 Main ongoing projects
 Main completed projects
within each area the projects are listed per HUB.
Main project acquisitions for 2012
NORTH AMERICA HUB
DENVER VA
Denver, CO / UNITED STATES
The projects awarded to Permasteelisa
North America Corp. consists of
36,300 m2 (390,700 sq ft) of curtain
wall and will be completed in 2015.
Ph.: Courtesy of Kiewit-Turner a Joint Venture
15
800 PARK AVENUE (NORTH TOWER)
Fort Lee, NJ / UNITED STATES
Permasteelisa North America Corp. secured this project close to the George
Washington bridge. The project is a 47-story residential tower with luxury
condominiums designed by Elkus Manfredi Architects. The 151 m (495 ft)
high tower of approximately 23,200 m2 (249,700 sq ft) of curtain wall will be
completed early 2014.
STADIUM PLACE WEST
Seattle, WA / UNITED STATES
The project is a 27-story residential
project designed by ZGF Architects
LLP. The building of approximately
10,200 m2 (109,800 sq ft) of curtain
wall will be completed end of 2013.
Project awarded to Permasteelisa
North America Corp.
Ph.: Image courtesy of Daniels Real estate and
ZGF Architects LLP
16
CITY POINT
New York, NY / UNITED STATES
North America Corp. and designed by
COOKFOX Architects. The 40-story
mixed-use building of approximately
16,000 m2 (172,200 sq ft) of curtain
wall
containing operables
and
terracotta systems will be completed
second half of 2014.
Ph.: Courtesy of COOKFOX Architects.
EUROPA HUB
MMU BIRLEY FIELDS
Manchester / UNITED KINGDOM
The new Campus of the Manchester
Metropolitan University is a project
awarded to Permasteelisa UK Ltd.
The 10,000 m2 (107,600 sq ft) of
curtain wall will be engineered and
produced together with Permasteelisa
S.p.A. and will be completed end of
2013.
AREA GARIBALDI TOWER C
Milan / ITALY
The
project
awarded
to
Permasteelisa S.p.A. and designed
by Massimo Roj, Progetto CMR, is
the third part of the drastic renovation
of the formerly FS (Ferrovie dello
Stato) Towers above the Garibaldi
Station in Milan through a complete
retrofit of the entire complex. Tower C
will have a façade of 3,600 m2
(38,700 sq ft) of curtain wall.
17
240 BLACKFRIARS
London / UNITED KINGDOM
Located in South Bank, a very electric area in continuous change,
this building designed by Allford Hall Monaghan Morris will
feature a façade of 14,600 m2 (157,100 sq ft) of curtain wall. The
project, awarded to Scheldebouw B.V. will be completed end of
2013.
EVOLUTION TOWER
Moscow / RUSSIA
Towering at 255 m (837 ft) in the Moscow International Business
Center the building, designed by ZAO Gorproject features a spiral
shape: each of its 52 stories twists by 3 degrees, thus giving a
spiral form to the skyscraper. Awarded to OOO Josef Gartner,
this project will be completed by the end of 2014 with the
engineering, production and installation of 40,000 m2 (430,500 sq
ft) of curtain wall.
Ph.: ZAO Gorproject
18
REST OF THE WORLD HUB
SOCAR TOWER
Baku / AZERBAIJAN
S.p.A. and designed by Heerim
Architects & Planners. Standing 200
m (658 ft) high, this 40-story tower will
have 39,000 m2 (419,800 sq ft) of
curtain wall. The building will be
completed in the first half of 2014.
Ph.: Courtesy of SOCAR
ASIA-PACIFIC HUB
NG TENG FONG GENERAL
HOSPITAL & JURONG
COMMUNITY HOSPITAL
Singapore / SINGAPORE
Pacific Holdings Ltd. and designed by
CPG Consultants, HOK and Studio
505. The project is made of 3 different
2
buildings of 8, 16 and 9 floors respectively for a total façade of 96,000 m (over 1 million sq ft) and will be
completed in the first half of 2015.
XIAMEN SHIMAO CROSS-STRAIT
PLAZA TOWER A
Xiamen / P. R. OF CHINA
Towering at 250 m (820 ft) high, this
59-story skyscraper is designed by
Gensler.
The
building
of
approximately 45,000 m2 (484,400 sq
ft) of curtain wall will be completed by
the end of 2013.
Project awarded to Josef Gartner
Curtain Wall (Shanghai) Co. Ltd.
19
BANGKOK CENTRAL EMBASSY
Bangkok / THAILANDIA
Designed
by
Amanda
Levete
Architects, this mixed-use building will
have 55,300 m2 (595,300 sq ft) of
curtain wall. The project awarded to
Permasteelisa Projects (Thailand)
Ltd. will host hotels and commercial
activities. It will be completed by the
first half of 2014.
Main ongoing projects in 2012
NORD AMERICA HUB
3 WORLD TRADE CENTER
Project awarded to Permasteelisa North America Corp. and
designed by Rogers Stirk Harbour + Partners. The Tower of
approximately 93,600 m2 (over 1 million sq ft) of curtain wall will
be completed by 2014 and will be a commercial building.
Ph.: Silverstein Properties Inc.
20
INTERNATIONAL GEM TOWER
The project has been awarded to Permasteelisa North America
Corp. and designed by Skidmore, Owings & Merrill LLP.
Developed by Tishman Construction Corp., the tower of
approximately 21,600 m2 (232,500 sq ft) of curtain wall will be
completed early 2013.
CANADIAN MUSEUM FOR HUMAN
RIGHTS
Winnipeg, MB / CANADA
The
Museum,
awarded
to
Permasteelisa North America Corp. Gartner Division - and designed by
Antoine Predock Architect PC, will be
built in Canada by PCL Constructors
Inc. The project will be completed
summer of 2013 in cooperation with
Gartner Steel and Glass GmbH.
Scope of work is the realization of a
6,200 m2 (66,700 sq ft) steel and
glass structure with a very complex
shape.
21
EUROPA HUB
20 FENCHURCH STREET
London / UNITED KINGDOM
Project designed by Raphael Viñoly Architects and awarded to
Permasteelisa UK Ltd. This is a 32-story tower in the City of
London with a façade of around 34,000 m2 (366,000 sq ft) of
complex shaped curtain wall, as well as a 3-story Sky Garden
that will be topped with a steel structure highly challenging from a
technical viewpoint. The building will be completed by 2014.
THE NEW KAROLINSKA SOLNA
UNIVERSITY HOSPITAL
Solna, Stockholm / SWEDEN
Project awarded to Scheldebow B.V.
with a total façade surface of 70,400
m2 (757,800 sq ft) of double and triple
glazed curtain wall. The building,
designed by the White Tengbom
Team, will be completed by the end of
2014.
Ph.: WhiteTengbomTeam
NOUVEAU CENTRE DE CONGRÉS
DE NANCY
Nancy / FRANCE
Awarded to Permasteelisa France
S.a.s. and realized with Permasteelisa
S.p.A., the Congress Center is
designed by Atelier Marc Barani. The
project consists in the refurbishment
and expansion of an existing
structure. 11,100 m2 (119,500 sq ft) of
curtain wall will clad the new building,
which will be completed by the end of
2013.
Ph.: ARTEFACTORY
22
GARENNES (ILÔT BELGIQUE B12
E ILÔT KLEBER B13)
La Garenne-Colombes / FRANCE
France S.a.s. and designed by Foster
+ Partners in collaboration with ArteCharpentier
Architectes.
The
commercial buildings, with a total of
22,000 m2 (236,800 sq ft) of curtain
wall, will be completed by the end of
2013.
Ph.: Foster + Partners
LÖWENBRÄUAREAL
Zurich / SWITZERLAND
The project awarded to Josef Gartner
GmbH and designed by Arge
Löwenbräuareal,
Gigon/Guyer
+
Atelier
ww,
consists
in
the
construction of 3 new buildings: a
residential 20-story tower (black), an
office building of 9 floors (red) and a
museum with 4 floors. For the whole
project 14,000 m2 (150,700 sq ft) of
ceramic and glass curtain wall will be
produced and installed.
Ph.: Stephan Liebl
LEO
Frankfurt / GERMANY
Project awarded to Josef Gartner
GmbH which consists in the
realization of 30,000 m2 (322,900 sq
ft) of curtain wall. The building is
designed by schneider+schumacher.
Owner: Deka Immobilien Investment
GmbH.
Ph.: Deka Immobilien Investment GmbH
23
MIDDLE EAST HUB
KING ABDULLAH FINANCIAL
DISTRICT CONFERENCE CENTER
Riyadh / SAUDI ARABIA
Gartner Saudi Arabia Llc and
designed by Skidmore, Owings &
Merrill LLP.
The
project
consists
in
the
engineering,
production
and
installation of 30,000 m2 (322,900 sq
ft) of curtain wall and 4,200 tons of
stainless steel for the construction of
the mega-roof
of
the KAFD
Conference Center.
Ph.: Skidmore, Owings & Merrill LLP
HAMAD INTERNATIONAL AIRPORT PHASE
III
Doha / QATAR
This project awarded to Permasteelisa Gartner
Qatar Llc is the third part of the new airport
designed by HOK and formerly known as the
New Doha International Airport. The project
consists of 52,000 m2 (559,700 sq ft) of curtain
wall and louvers.
ASIA-PACIFIC HUB
SLUDGE TREATMENT FACILITY
Hong Kong / P. R. OF CHINA
The building, designed by Vasconi
Associés Architectes in association
with P&T Group, will be the largest
treatment facility in Hong Kong and
the biggest of its kind ever built. The
project has been awarded to J.
Gartner & Co. (HK) Ltd. and consists
in approximately 26,000 m2 (279,800
sq ft) of aluminum curtain wall.
24
PAZHOU HOTEL AND MIXED-USE
DEVELOPMENT
Guangzhou / P. R. OF CHINA
Designed by Aedas, this uniqueshaped building will become an hotel
with commercial and exhibition
facilities. The project, awarded to
Josef Gartner Curtain Wall (Shanghai)
Co. Ltd., consists of 62,200 m2
(699,500 sq ft) of curtain wall and will
be completed by the first half of 2013.
ASIA SQUARE TOWER 2
The 46-story tower designed by Denton Corker Marshall in
collaboration with Architects 61 is located in the Central Business
District in the Singapore bay.
The 221 m (725 ft) high building will feature 72,200 m2 (777,200
sq ft) of curtain wall and will be completed in the second half of
2013. Project awarded to Permasteelisa Pacific Holdings Ltd.
ADVANCED
ENGINEERING BUILDING (AEB)
Brisbane / AUSTRALIA
The Advanced Engineering Building
(AEB)
at
the
University
of
Queensland is a 7-story building
design to offer the highest standard in
energy saving. Designed by Richard
Kirk Architect (in joint venture with
Hassell), the project has been
awarded to Permasteelisa PTY Ltd.
and consists of approximately 4,800
m2 (51,600 sq ft) of curtain wall in
wood and glass.
25
C&D INTERNATIONAL TOWER
Xiamen / P. R. OF CHINA
The project, awarded to Josef Gartner Curtain Wall (Shanghai)
Co. Ltd., consists of 64,000 m2 (689,000 sq ft) of curtain wall for
the 220 m (721 ft) high Tower and Podium.
The complex, designed by Gravity Partnership, will be completed
by the first half of 2013.
PETER DOHERTY INSTITUTE
Melbourne / AUSTRALIA
This advanced and modern research center designed by
Grimshaw in association with Billard Leece Partnership will house
a coalition of infection and immunology experts to lead the fight
against infectious human diseases. There are 6,200 m2 (66,700
sq ft) of curtain wall in this project, awarded to Permasteelisa PTY
Ltd., that will be completed by the first half of 2013.
26
735 COLLINS STREET
QUATTRO TOWER B
Melbourne / AUSTRALIA
This modern 19-story building designed by Bates Smart was
awarded to Permateelisa PTY Ltd. The commercial tower located
in the Central Business District of Melbourne will feature 24,100
m2 (259,400 sq ft) of curtain wall with brise-soleil.
Main Completed Projects in 2012
HUB ASIA-PACIFIC
NOVENA HOSPITAL
Pacific Holdings Ltd.
Designed by HOK in collaboration
with
Consultants Incorporated
Architects + Planners, this building
located in the heart of Singapore's
medical hub sets a new standard for
healthcare.
The project consists of over 40,000
2
m (430,600 sq ft) of curtain wall and
was completed summer of 2012.
Ph.: Parkway Pantai Limited
27
INTERIORS & CONTRACT
Retail
America
Projects completed in 2012. Consolidated clients:

Brooks Brothers Group: 31 shops

Victoria’s Secret: 17 shops
Ph.: All Richard Cadan
Asia-Pacific
In 2012 the Group was awarded of 168 interior projects, thus confirming the 2011 results.
Completed projects in 2012. Consolidated clients:
















Armani: 6 shops
Bally: 9 shops
Cartier: 4 shops
Chanel: 4 shops
Ermenegildo Zegna: 30 shops
Geox: 19 shops
Gucci: 4 shops
H&M: 4 shops
Louis Vuitton: 9 shops
Miu Miu: 4 shops
Omega: 3 shops
Ralph Lauren: 7 shops
Rolex: 3 shops
Salvatore Ferragamo: 7 shops
Valentino: 4 shops
New clients:




28
Agnona
Berluti
Bulgari
Céline









De’Longhi
Girard-Perregaux
IWC
Marc Jacobs
Navyboot
Nike
Officine Panerai
PPR
Roberto Cavalli
Other clients:







De Beers
Dior
Goyard
Prada
Tiffany
Tory Burch
Saint Lauren
Ph.: Stuart Woods, Tanz Baig
29
Europe & Middle East
Completed projects in 2012. Consolidated clients:








30
Bally: 3 completed shops and 2 under execution with completion date in 2013
Bose: 2 shops
Fogal: 6 shops
Foot Locker: 4 shops
Geox: 11 completed shops and 3 under execution with completion date in 2013
Salvatore Ferragamo: 3 shops
Victoria’s Secret: 6 completed shops and 2 under execution
Ph.: Courtesy of Bose,
©Francis Dzikowski / Esto
Public Spaces
TBILISI PUBLIC SERVICE HALL
Tbilisi / GEORGIA
The project awarded to Permasteelisa
Interiors S.r.l. and designed by
Massimiliano e Doriana Fuksas
consists of the development of the
most attractive feature of this building:
the spectacular roof composed of
eleven large, diversely-shaped petals,
also called “leaves” for a total surface
of 44,000 m2 (473,600 sq ft). The
building was completed at the end of
2012.
Ph.: Gia Chkhatarashvili
Architectural Metal Work
KING DAVID THE BUILDER
INTERNATIONAL AIRPORT
Kutaisi / GEORGIA
The new Kutaisi airport designed by
UNStudio comprises three different
buildings: a 4,000 m2 (43,000 sq ft)
Terminal, a 55 m (180 ft) high Air
Traffic Control Tower and a 1,500 m2
(16,100 sq ft) Office Building. The
project features glazed façades,
aluminum façades and panels, and
will be completed first half of 2013.
31
HAMAD INTERNATIONAL AIRPORT
Doha / QATAR
This huge project awarded to Permasteelisa Gartner Qatar
Llc is located into the new Doha Airport (formerly known
as New Doha International Airport) and consists of
different packages.
CP68: this project, designed by HOK, consists of the
engineering, supply and installation of high-end airport
counters and mill-works, immigration and passport control
booths, retail kiosks, information desks, special cabinets,
cupboards as well as phone and internet kiosks. The
package will be completed early 2013.
CP133: this project, designed by the Italian architectural firm ACPV - Antonio Citterio and Patricia Viel, features
the realization and complete fit-out of the premium lounges covering a total surface of 40,000 m2 (430,500 sq ft).
The spaces, dedicated to different lounge programs, are characterized by luxury spaces and extremely
sophisticated features, finishes and materials. This package will be completed end of 2013.
Ph.: Peter Lanzareth
YALE SCHOOL OF MANAGEMENT
New Haven, CT / UNITED STATES
This project, designed by Foster +
Partners in collaboration with Gruzen
Samton, consists of the production
and installation of interior glass
partitions.
Project
awarded
to
Permasteelisa North America Corp.,
that is also involved in the realization
of the exterior, curved steel and glass
curtain wall. Interiors work will be
completed around mid 2013.
Ph.: Foster + Partners
LA CITÉ DU CINÉMA
Paris / FRANCE
The
new
Headquarters
of
EuropaCorp,
designed by Studio
Authier & Associés, rises in an old
building, once occupied by EDP
power station just outside Paris.
Awarded to Permasteelisa Interiors
S.r.l., the projects consists of the big
“lighting wall” situated in the reception
area made of steel and glass as well
as of 1,300 m2 (14,000 sq ft) of
partitions typically glazed along the
corridors and solid among the offices
with bespoke design. The project was
completed end of 2012.
32
Museum & Exhibition
MUSEO DELLA BATTAGLIA
Vittorio Veneto / ITALY
The project awarded to Permasteelisa
Interiors S.r.l., consists of the
expansion and redevelopment of the
building, systems renovation and
museum
fit-out.
The
project
coordinated by Lorenzo Greppi
(Artistic Director) and Alberto Zanon
(Architectural Designer) started mid
2012 and will be completed by 2013.
Health Care
SANTO SPIRITO HOSPITAL
Casale Monferrato, Alessandria /
ITALY
Interiors S.r.l. The scope of work was
the realization of six operating
theaters, recovery rooms and supply
areas. All floors, internal partitions
and air tight false ceilings are
prefabricated elements; the flooring,
laid directly over the concrete slab, is
made of a metal base covered with
conductive, energy-dissipating PVC.
All partitions are self-supporting and
all mechanical and electrical systems
are
flush-mounted
to
facilitate
inspection,
cleaning
and
maintenance. The project has been
completed during 2012.
Ph.: Courtesy of TRUMPF Med Italia
POLICLINICO SAN MARCO
Venice / ITALY
Interiors S.r.l. The scope of work was
the realization of three operating
theaters, recovery rooms and relevant
supplies rooms for the surgical ward
by
using
prefabricated
floors,
partitions and air tight false ceilings.
An accurate analysis of the spaces
and the realization of bespoke
partitions was necessary, due to the
limited size and circular shape of the
building.
Ph.: Courtesy of TRUMPF Med Italia
33
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 2012: 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 Europe, in particular, the Euro break down risk has been monitored and suitable actions had been designed.
Now this situation, even if always still present, is felt better than before.
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.
34
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
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.
35
The Group's organizational structure
During 2012 there were no specific reorganization and semplification in the corporate structure.
Research and Innovation
In 2012, Permasteelisa consolidated the dissemination of its know-how within the Group, including as a result of
the new company organisation.
As regards the mere Research and Development activities, in 2012 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.
2012 marked the beginning of a phase consisting in the process review of the different development stages of
each work order (from tender to project execution) to ensure that all the companies belonging to the Group
comply with specific reference standards.
The development of applications allowing to manage the design of complex surfaces (PMF) was pursued with the
optimisation of the design development time (notably the production notes for the workshop) and the drafting of
the bills of materials for supply.
The new design system was used for the development of a prototype work order designed and manufactured in
Italy; the end product is bound to London (20 Funchurch Street).
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 Eur 3,731 thousand (2011: Eur 3,475
thousand) of which Eur 405 thousand (2011: Eur 43 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
In 2012, the Technical Support Group within the Permasteelisa Group carried on its task for the dissemination
and sharing of technical knowledge amongst the different companies belonging to the Group.
th
th
The TSG organises specific meetings and, amongst them, it must be underlined that between the 10 and 12
October 2012, the World Technical Meeting (held in Treviso and in the Venice branch) was organised. In
particular, during such meeting, the R&D projects completed were presented and several professionals and/or
university professors took the floor (during the external speaker day).
Information Technology
In 2012, Permasteelisa extended its ERP SAP system to a few new affiliated companies such as Permasteelisa
Turkey Insaat Ticaret Limited Sirketi, Permasteelisa Mongolia Llc, Permasteelisa S.p.A. Azerbaijan Branch
Office, which had gone into business during that year. Furthermore, SAP corporate was introduced into the
subsidiary companies Josef Gartner GmbH, Joseph Gartner Switzerland AG, Gartner Steel and Glass GmbH. As
regards the dissemination of the new modules around the world, the new production management module, PSP,
was introduced into the two Dutch production sites as well as the factory in Thailand. The new Quality modules
were then released in Italy, Thailand and Shanghai.
Permasteelisa completed the development of the new product configurator (PMF), developed with the
collaboration of Autodesk. The new system was tested on the 20 Fenchurch Streen project and then made
available for new projects: another two projects, in the Middle East and Germany, were started before the end of
the year.
36
For the improvement of infrastructures, a new project was started for the standardisation of all affiliated
companies on the same Microsoft domain. The GAD (Global Active Directory) project was implemented at the
end of the year on approximately half of Permasteelisa’s users worldwide.
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
2012
31 December
2011
Variation
2012-2011
772
1,312
2,480
721
73
939
6,297
776
1,310
2,499
778
68
864
6,295
(4)
2
(19)
(57)
5
75
2
Italy
Rest of Europe
Asia
Middle East
Australia
Usa
Total
Average workforce during the period
Area
31 December
2012
31 December
2011
Variation
2012-2011
774
1,311
2,490
750
71
902
6,298
783
1,321
2,339
641
68
738
5,890
(9)
(10)
151
109
3
164
408
Italy
Rest of Europe
Asia
Middle East
Australia
Usa
Total
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
2012
31 December
2011
Variation
2012-2011
152
382
534
159
374
533
(7)
6
1
Average workforce during the period
Blue collars
White collars
Total
31
December
2012
31 December
2011
Variazione
2012-2011
156
376
531
161
372
533
(6)
4
(2)
37
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. In 2012, besides maintaining the actions started in the past (e.g. the active participation in Vittorio
Veneto’s district intercompany crèche, company library, cancer prevention) Permasteelisa undertook new
activities with a view to support its employees and their families. On the other hand, training gave its contribution
to the change and alignment of the organisational model as well as to the dissemination of a new shared view
with 1% of the working hours devoted to training at the Italian site, totalling 13,545 hours, with a slight decrease
compared to 2011, when the number of hours was as high as 17,218.
Training was conducted along the following paths:
- Development of management training with the implementation of performance assessment
- Continuing technical training
- Strengthening of language abilities
Management Training
In order to support managers in the development of their skills and competences and to promote change, in 2011
and 2012 a series of workshops was organised to promote the alignment with corporate goals. The goal was to
strengthen the fundamental competences and aptitudes needed to operate effectively and ensure the Company’s
success.
Furthermore, manager training developed in the dissemination and understanding of management and
motivation drivers for employees, promoting dialogue between the boss and the employee and facilitating the
identification and sharing of individual goals consistent and in line with the company’s and Group’s goals.
Managers’ involvement and supervision on this aspect are still a determining factor for the improvement of the
company's performance.
Technical-Vocational Training
In 2012, the project for the enhancement and development of technical know-how needed to operate effectively
and ensure business goals are met was pursued. Permasteelisa kept its commitment in that field with 28% of the
total amount of hours offered.
The company kept its commitment to the development of Permasteelisa Technical Academy, a project with which
the Group wishes to support the development of technical assets globally in a standardised and shared way. In
2012, the classes relating to the “PTA – Structural” and “PTA – Design&Material” took place with the participation
of 73 people for an overall amount of hours equal to 13% of the total.
In addition to the technical path set by the Academy, a specific Course aimed at expanding knowledge in the field
of Welding was organised with the direct support of the Italian Welding Institute both in the planning and
development stages. The course, which took place between April and October 2012, was attended by 80 people
from the Technical Department for an overall amount of training hours equal to approximately 15% of the total
number of hours offered. At the end of the training path, which required compulsory attendance as well as the
sitting of midterm examinations (which is a prerequisite for the attendance of the following modules), the students
were awarded a final certificate issued by the abovementioned Italian Welding Institute.
38
Language Training – Focus on Permasteelisa S.p.A. and Permasteelisa Interiors S.r.l.
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. Training activities shifted from 16% in 2011 to 33%
in 2012, with a view to not only learn and improve the knowledge of the English language as a basic
communication tool within the Group, but also to the extension of the use of the French language as a result of
the growing collaboration with the foreign affiliated company.
Language training acquires a key role in a global, integrated context and develops in both group and one to one
ad hoc paths which include not only the study of the basics (grammar and vocabulary) of the foreign language
but most of all the practise of all public speaking and business skills related to this specific field.
Computer Training
In 2012, computer training was characterised by a steady growth, especially as regards the study of Inventor and
PMF (Permasteelisa Moving Forward).
The 3% increase in the amount of hours offered compared to 2011 results from the increasingly advanced
implementation of the new order management program (PMF), which required specific training to understand
how it works and discover its full potential.
As regards the training of production personnel, courses were set up in 2012 as well, notably at Permasteelisa
S.p.a and Permasteelisa Interiors S.r.l, on the following subjects:
- Course for assembly line operators
- Course for crane drivers
- Course for fork lift operators
In addition, an English language course running over 40 hours was set up for a group of manufacturing
department workers bound to spend a period of time abroad. On such an occasion, in agreement with the
English mother tongue teacher, a training path focusing both on technical and daily life language skills was set up
in order to facilitate their integration into the new environment.
Last, in 2012, other topics on which training was extensively focused on were: Health, Accident Prevention and
Safety at Work in connection with the entry into force of the agreement between the State and the Regions of
21st December 2011 governing the contents and minimum duration of training paths as set forth by Legislative
Decree no. 81/2008 with a shift for such kind of training from 4% of the total amount of training hours in 2011 to
22% in 2012. Such plan aimed at increasing and raising awareness on Safety will be pursued and developed in
2013.
2012 Corporate Welfare Actions
In 2012, Permasteelisa renewed its commitment to adopting and developing a corporate welfare policy through
services aimed at its employees and their families. In particular, the initiatives started in the past were pursued,
such as the allowance for the payment of the intercompany crèche fee, the company library, the cancer
prevention programme, which has been further developed in 2013 with a screening aimed not only to cancer
prevention but also to cardiovascular diseases. In addition to the 2012 course, the Company launched other
initiatives such as the distribution of petrol coupons to all employees and the activation of a health insurance
policy for low income workers or workers with numerous family dependents thus ensuring a wide variety of
medical services ranging from hospitalisation to surgery for oncological and cardiovascular diseases to
orthodontic treatment.
39
Shareholders
The Company is now owned by the sole shareholder Lixil Corporation itself owned by Lixil Group Corporation.
Treasury shares
As of 31 December 2012 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 2012
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
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.
Outlook
The year 2013 is expected to be positive, in line with the strategic plan forecast. The economic backlog is
adequate, and there are appropriate provisions to cover some specific risk situations.
Permasteelisa continues to pursue a growth strategy for which the world market recovery will be essential.
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 28 August 2009,
approved the current version of the Organizational, Management and Control Model that replaced the previous
versions approved in 2005 and in 2007.
On 22 November 2012 the Board of Directors has approved the integration of the second revision of the
Organisational, Management and Control, adding to the Special Section F of risks / environmental crimes.
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;
40
- 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 a Special Section.
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.
The Model is available on the section Financial Info - Governance of the corporate website
(www.permasteelisagroup.com).
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 26
November 2010.
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
The company has two local units and a branch in Azerbaijan, opened in 2012.
41
Operating performance
and
financial
position
of
The below tables were prepared based on the Statutory Financial Statements for the year ending on 31
December 2012 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 2012 shows a gain of Euro 8,164 thousand against the
previous year that closed with a gain of Euro 1,993 thousand.
The summary results are as follows:
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
Financial income
Financial expenses
Net financial income
Revaluation of equity investments
Write-downs of equity investments
Profit before tax
Income tax expense
Profit after tax
2012
2011 (*)
100,467
1,750
102,217
111,357
1,508
112,865
(42,735)
(55,684)
(32,249)
(4,445)
641
(465)
(281)
24,469
2
(110,747)
(53,460)
(49,012)
(50,740)
(3,863)
0
(1,352)
(304)
20,933
30
(137,768)
(8,530)
(24,903)
37,376
(23,299)
14,077
43,491
(20,510)
22,981
0
0
5,547
2,617
8,164
0
0
(1,922)
3,915
1,993
items:
42
Comparing the figures of 2012 with those of the corresponding previous, it appears that the operating result is
negative for approximately Euro 8.5 million with respect to the negative result of Euro 24.9 million of the previous
year; the difference is due to an extraordinary item related to year 2011 (for Euro 16.5 million) concerning the
recognition of the Phantom Stock Options to some members of the Board of Directors and to some Company’s
top managers.
With reference to the net financial result, the significant positive balance is due to the dividend distribution for
approximately Euro 18.3 million (2011: Euro 27.2 million).
Financial position
The Parent Company's Financial position is summarised in the table below:
31 December 2012 31 December 2011
Non-current assets (a)
Net working capital (b)
Severance indemnity fund (c)
358,065
37,981
(2,132)
359,334
3,994
(1,767)
Net invested capital
393,914
361,561
Advances from customers (d)
Net financial debt /(Net cash surplus) (e)
Shareholders’ equity (f)
5,447
201,022
187,444
952
182,029
178,580
Coverage
393,914
361,561
8,723
3,808
531
533
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 (caption advances from customers excluded),
21, 22, 23, 24, 29, 30, 31 e 32, of the caption Trade receivables from subsidiaries referring to note 22 and of the caption Trade payables to
subsidiaries referring to note 31.
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 20.
e) Sum of the captions included in the statement of financial position referring to notes 25 e 27, of the caption financial receivables from
subsidiaries referring to note 22 and of the caption Financial payables to subsidiaries referring to note 31 .
f) Caption included in the statement of financial position referring to note 26.
Comparing 2012 figures with those of the corresponding previous period, the main changes are related to the net
financial debt, increased of approximately Euro 19 million, and to the Equity increased of approximately Euro 8,8
million.
43
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:
Result
2012
Net equity
as at 31
December 2012
2011
Net equity
as at 31
December 2011
8,164
187,444
1,993
178,580
Share of consolidated subsidiaries’ equity and
result net of book value of related equity
interests
52,595
(12,306)
52,540
(38,930)
Excess cost allocation
(8,054)
68,858
(16,757)
71,319
(24,048)
0
(32,405)
0
4,664
6,277
4,664
1,606
548
(3,018)
(736)
(3,497)
33,869
247,255
9,299
209,078
Parent company balances
Reversal of inter-group dividends
Effect of other consolidation entries
Share attributable to minority interests
Group balances
44
Result
Approval of the Statutory Financial Statements and
allocation of 2012 result
Shareholder,
we submit to your approval the Statutory Financial Statements of the Company for the period ended on 31
December 2012, that show a net result for the period of Euro 8,163,827, leaving to you any decision about its
destination.
27 March 2013
On behalf of the Board of Directors
The Chief Executive Officer
Nicola Greco
The Chairman of the Board of Directors
Davide Croff
45
Permasteelisa Group
46
Consolidated Financial Statements
for the year ended 31 December 2012
Consolidated income statement
Notes
2012
2011 (*)
1,352,445
13,039
1,365,484
1,156,742
8,531
1,165,273
(441,582)
(561,506)
(280,801)
(25,486)
5,754
2,301
(7,344)
978
139
(1,307,547)
(418,063)
(430,725)
(255,921)
(33,924)
570
(210)
(10,469)
768
460
(1,147,514)
57,937
17,759
(560)
0
57,377
17,759
Operating revenues
Personnel expenses
Depreciation, amortization and impairment losses
Bad debts provision, net
Provision for risks and charges, net
Costs recovery
4
3
5
5
6
7
8
9
10
Ordinary activity result
Non recurring costs
11
Operating result
Financial income
Financial expenses
Net financial expenses
12
12
12
31,447
(40,388)
(8,941)
28,383
(30,705)
(2,322)
Profit before tax
13
14
59
(84)
48,411
57
(270)
15,224
Income tax expense
Profit after tax
15
(15,090)
33,321
(5,242)
9,982
33,869
(548)
33,321
9,246
736
9,982
Attributable to:
Group
Minority
Profit for the period
items:
increase in revenues;
3) personnel costs were reduced by the amount relative to the actuarial valuation of the defined contribution plans for employees as a result
of early application, starting from 2012, of the revised version of IAS 19 (Employee Benefits): the effects are described in the Notes to the
47
Statement of comprehensive income
2012
2011 (*)
Profit/(Loss) for the period (A)
33,321
9,982
Hedging reserves for risks variation, net of tax
Gains/(losses) on exchange differences on translating foreign operations
Actuarial gain / losses
Total Other comprehensive income, net of tax (B)
7,544
(902)
(2,265)
4,377
(4,378)
7,981
53
3,656
Total Comprehensive income (A)+(B)
37,698
13,638
38,177
(479)
37,698
12,667
971
13,638
Total Comprehensive income attributable to:
Group
Minority
statements relating to last year, in order to make them comparable with 2012. This reclassification became necessary in relation to the
application in advance of the revised version of IAS 19 (Employee Benefits), the effects of which are described in the Notes to the
48
Consolidated statement of financial position
as at 31 December 2012
Intangible assets
Tangible assets
Equity investments in not consolidated subsidiaries
Equity investments in associates 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
Notes
16
17
18
19
20
21
22
23
23
24
25
26
27
28
29
30
30
30
30
30
30
30
30
30
30
30
31
32
33
34
22
31
23
23
35
36
37
38
39
31 December 31 December
2012
2011(*)
100,826
101,657
444
0
1,073
42
46,333
250,375
469,660
16,677
311,233
18
3,987
4,968
37,034
87,230
930,807
1,181,182
111,102
107,559
440
0
678
43
52,280
272,102
354,506
9,114
267,801
44
244
10,315
38,782
85,429
766,235
1,038,337
6,900
1,380
0
0
(2,212)
1,222
(8,506)
205,356
9,246
33,869
247,255
3,018
250,273
6,900
1,380
0
0
53
(6,286)
(7,571)
205,356
0
9,246
209,078
3,497
212,575
174
3,317
23,742
51,759
58,700
137,692
184,871
161,021
136,280
253,292
322
117
9,224
48,090
793,217
170
2,746
20,535
55,983
57,960
137,394
57,928
164,819
113,202
261,890
208
218
8,582
81,521
688,368
49
Total liabilities
Total equity and liabilities
930,909
1,181,182
825,762
1,038,337
statements relating to last year, in order to make them comparable with 2012. This reclassification became necessary in relation to the
application in advance of the revised version of IAS 19 (Employee Benefits), the effects of which are described in the Notes to the
Consolidated Financial Statements. The early application of these amendments resulted in the restatement of the Equity.
50
Consolidated statement of cash flows
31 December
2012
31 December
2011
48,411
15,224
(1,073)
5,500
25,486
353
0
(2,301)
(5,754)
25
(110)
160
(1,016)
(23)
1,089
590
22,926
(882)
1,777
33,924
153
(621)
210
(570)
213
(220)
177
(1,022)
(1)
1,127
406
34,671
Changes in operating activities:
- Changes in hedging 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
7,544
(104,955)
(50,206)
(31,761)
(3,159)
(5,504)
1,073
(942)
(187,910)
(4,378)
(137,659)
19,883
12,310
(18,831)
(1,492)
882
4,501
(124,784)
Net cash flows generated by operating activities (A))
(116,573)
(74,889)
1,563
(9,863)
381
0
1
(463)
0
(16,406)
221
3,769
(2)
(556)
(8,381)
(12,974)
3
(13)
0
0
0
29
(14)
(19,800)
154
(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
- Gain/loss on disposal of assets held for sales
- Provision for risks and charge, net
- Bad debts provision, net
- 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
Cash flows generated (absorbed) by investing activities
Effect of incorporation of not consolidated companies
Purchases of tangible and intangible assets
Proceeds from disposal of tangible and intangible assets
Proceeds from disposal of assets held for sales
Changes in other fixed assets
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 payments (principal)
Lease obligation payments (interest)
Dividends paid to Permasteelisa S.p.A.’s shareholders
Changes in financial receivables/payables from/to not consolidated subsidiaries
Changes in receivables/payables from/to other finance companies
51
Net cash flows absorbed by financing activities (C)
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)
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
(10)
(19,637)
(124,964)
(107,500)
27,553
132,042
(179)
3,011
(97,590)
27,553
87,052
178
(184,820)
(97,590)
85,259
170
(57,876)
27,553
(*) 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.
52
Consolidated statement of net equity changes
Balance as at 1st January 2011
Share
Legal
Share Revaluation Translation
Foreign Commodities
Other
IAS 19
capital reserve premium
reserve
reserve exchange risk hedging Reserve reserve
risk
reserve (*)
(**)
hedging
reserve
(*)
6,900
1,380
16,416
3,523
Income (expenses) recognized
directly in equity:
Translation differences
(15,474)
(1,948)
197
7,903
(145)
(7)
Foreign exchange risk hedging reserve
variation
Commodities risk hedging reserve
variation
Interest rate risk hedging reserve
variation
Actuarial variations
Income (expenses) recognized
directly in equity:
Net result for the period
Total Income (expenses) for the
period
Transactions with shareholders:
190,169
Retained Group net
earnings
equity
15,047
(4,183)
(200)
53
0
0
0
0
0
0
0
0
(397)
(3,523)
7,903
7,903
(4,328)
(4,328)
(207)
(207)
53
53
Dividends
(16,019)
0
0
(16,416)
0
0
0
0
2,526 218,736
7,751
230
7,981
(4,183)
6
(4,177)
(200)
(1)
(201)
0
0
0
53
0
53
0
3,421
235
3,656
0
9,246
9,246
9,246
12,667
736
971
9,982
13,638
0
0
0
18,967
(15,047)
0
0
0
(3,781)
(3,523)
Total
0
Increase of share capital
Destination of operating result
216,210
Minority
interest
15,186
(15,047)
(19,800)
0 (19,800)
(19,800)
0 (19,800)
Other net equity variations:
Minority interests acquisition
0
0
0
Other variations
0
0
0
0
0
1
1
Roundings
Balance as at 31 December 2011
0
0
0
0
0
0
0
6,900
1,380
0
0
(7,571)
(6,276)
(10)
1
1
0
0
1
1
53 205,356
9,246
209,078
0
3,497 212,575
53
Balance as at 1st January 2012
Share
Legal
Share Revaluation Translation
Foreign Commodities
IAS 19
Other
capital reserve premium
reserve
reserve exchange risk hedging Reserve reserve
risk
reserve (*)
(**)
hedging
reserve
(*)
6,900
1,380
0
0
Income (expenses) recognized directly
in equity:
Translation differences
53 205,356
Group net
equity
9,246
209,078
(935)
(33)
(968)
66
(902)
7,533
7,533
3
7,536
8
0
8
0
0
0
(2,265)
0
(2,265)
(2,265)
0
0
0
Total
(6,276)
8
0
Minority
interest
(7,571)
Foreign exchange risk hedging reserve
variation
Commodities risk hedging reserve
variation
Interest rate risk hedging reserve
variation
(10)
Retained
earnings
(935)
7,500
8
(2,265)
3,497 212,575
0
0
4,308
69
4,377
0
33,869
33,869
33,869
38,177
(548)
(479)
33,321
37,698
Increase of share capital
0
0
0
Destination of operating result
0
0
0
Dividends
0
0
0
0
0
0
Minority interests acquisition
0
0
0
Other variations
0
0
0
Roundings
0
0
0
0
Total Income (expenses) for the period
0
0
0
0
(935)
7,500
8
(2,265)
0
0
0
0
0
0
0
0
0
0
Other net equity variations:
0
0
0
0
0
0
0
6,900
1,380
0
0
(8,506)
1,224
(2)
(*): included in the caption Hedging reserves for risks ascribed directly to Equity in the Statement of consolidated financial position
(**): following the early adoption of IAS 19 – Employee Benefits, the 2011 data have been reclassified to make them comparable with 2012
54
0
0
0
0
(2,212) 205,356
43,115
247,255
0
3,018 250,273
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 2012 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 27 March 2013. 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 2011.
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 2012 are prepared in thousands of Euro and are characterised as
follows:
Statement of financial position
The method whereby assets and liabilities are broken down into “current and non-current” was adopted.
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
available by the International Financial Reporting Interpretations Committee (“IFRIC”), previously known as the
Standing Interpretations Committee (“SIC”).
55
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 2011, except for:
- the early adoption and retrospective of the revised IAS 19 - Employee Benefits, the effects of which are
described under letter r. The early application of this principle has resulted in the restatement of 2011. In this
respect, in the Consolidated statement of financial position, the caption “Profit/(loss) for the period” has been
decreased for Euro 53 thousand and the caption “IAS 19 Reserve” has been increased of the same amount; in
the Consolidated income statement, the caption “Personnel expenses” has been increased for Euro 73 thousand
and the caption “Income tax expense” has been decreased for Euro 20 thousand.
In 2012 the effect of the early application of the revised IAS 19 has led to the recognition of a negative IAS 19
reserve in the equity for an amount, net of tax, of Euro 2,212 thousand.
- the new principles / interpretations applied from 1 January 2012, set out in this paragraph under letter z, which
have no impact on the Consolidated Financial Statements 2012.
With reference to the comparative figures as at 31 December 2011, provided for for comparative purposes in the
balance sheet and in the notes, the following reclassifications were made with respect to that one reported in the
Consolidated financial statements as at 31 December 2011:
- the caption “Trade payables to third parties” has been decreased for Euro 5,038 thousand and
the caption “Provisions for risks and charges” has been increased for the same amount;
- the caption “Operationg revenues” has been increased for Euro 12 thousand and the caption
“Raw materials and consumables used” has been decreased for the same amount;
- the caption “Other operating revenues” has been decreased for Euro 768 thousand and the
caption “Cost Recovery” has been decreased for the same amount;
- the caption “Other operating revenues” has been decreased for Euro 1,742 thousand and the
caption “Net Bad debts provision” has been decreased for the same amount;
- the caption “Other operating revenues” has been decreased for Euro 8,614 thousand and the
caption “Provision for risks and charges” has been decreased for the same amount.
(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.
56
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 that
control commences until 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) Associated companies
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
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) 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) Financial statements of foreign operations
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 2012 and the comparative exchange rates of the
previous year are as follows:
31 December 2012
Currency
Thai Baht
Danish Krone
Norwegian Krone
Dubai Dirham
31 December 2011
Exchange rate at the
balance sheet date
Average exchange
rate of the year
balance sheet date
Average exchange
rate of the year
40.347
7.461
7.3483
4.846174
39.943558
7.443761
7.47547
4.721982
40.991
7.4342
7.754
4.75237
42.424725
7.450676
7.793318
5.111683
57
Australian Dollar
Canadian Dollar
Hong Kong Dollar
Singapore Dollar
Taiwan Dollar
Usa Dollar
Hungarian Forint
Swiss Franc
Croatian Kuna
Manat Azerbaigian
Pataca Macau
Philippine Peso
Chinese Renminbi
Malayan Ringitt
Riyal Qatar
Riyal Saudi Arabia
Russian Ruble
Indian Rupia
Israeli Shekel
Pound Sterling
Korean Won
Japanese Yen
Polish Zloty
1.2712
1.3137
10.226
1.6111
38.326196
1.3194
292.3
1.2072
7.5575
1.035069
10.533188
54.107
8.2207
4.0347
4.803942
4.948379
40.3295
72.56
4.9258
0.8161
1,406.23
113.61
4.074
1.24134
1.284793
9.972554
1.606169
38.011975
1.285603
289.323167
1.205303
7.521322
1.00941025
10.269801
54.273467
8.109417
3.968913
4.680858
4.821313
39.923767
68.629483
4.953732
0.811096
1,448.1950
102.621158
4.184332
1.2723
1.3215
10.051
1.6819
39.1835
1.2939
314.58
1.2156
7.537
n/a
10.3504
56.754
8.1588
4.1055
4.71164
4.85236
41.765
68.713
4.9453
0.8353
1,498.69
100.2
4.458
1.348158
1.375641
10.834008
1.749067
40.885375
1.39171
279.309083
1.233984
7.438383
n/a
11.153175
60.259108
8.996063
4.255263
5.067698
5.219397
40.879717
64.866875
4.976054
0.867768
1,541.0467
111.020833
4.118705
(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. 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.
58
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.
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.
Derivative financial instruments are recognised initially at cost. Subsequent to initial recognition, derivative
financial instruments are stated at 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 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
59
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 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 (Commodities Risk)
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.
60
(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.
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).
61
(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).
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:
rights to use intellectual property (software)
3-5 years
trademarks and similar rights
3 years
capitalised development costs
5 years
backlog
on the basis of the economical development
customer relationship
20 years
(j) 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-in62
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.
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.
63
(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 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.
(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
using the projected unit credit method.
The Group has decided to apply in advance the revised version of IAS 19 - Employee Benefits.
This amendment eliminates the option to defer the recognition of gains and losses, with the corridor method,
requiring the presentation in the financial position of the deficit or surplus of the fund, and the recognition of
expenses related to employee service and net financial expenses in the income statement, and the recognition of
actuarial gains and losses arising from the remeasurement of assets and liabilities in "Other comprehensive
gains / (losses)".
In addition, the return on assets included in net financial expenses must be calculated on the basis of the
discount rate of the liability and not the expected return of the assets. Finally, the amendment introduces new
disclosures to be provided in the notes to the financial statements.
(iii) Severance indemnity fund
The severance indemnity fund, showed in the statement of financial position, compulsory for the Italian Group
companies according to law n. 297/1982, exclusively refers to the amount accrued before 2007; it is considered
under IFRS a defined benefit plan and therefore it is calculated according to the method described in the
previous paragraph.
Following to the reform on complementary pension funds with special reference to the companies with at least 50
employees, the severance indemnity accrued from 1 January 2007 is directly allocated to complementary
pension funds or to INPS (Italian National Institute for Social insurance), in compliance with the employees’
choices; consequently, according to IAS 19, obligations towards INPS and contributions to complementary
pension funds take on the nature of defined contribution plan.
In accordance with IAS 19 - Employee benefits, severance pay as calculated is the nature of defined benefit
plans and the related liability recognized in the balance sheet is determined by actuarial calculations.
Following the early adoption of the revised IAS 19 - Employee Benefits, the recognition of changes in actuarial
gains / losses ("remeasurements") is recorded in the other components of the Statement of comprehensive
income. The cost related to the performance of work for the Group's Italian companies with fewer than 50
employees, as well as the interest costs related to the component of the "time value" in actuarial calculations are
recorded in the income statement.
64
(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.
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
(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.
(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.
65
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.
(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 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 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 distributed 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 2012
On 7 October 2010, the IASB issued amendments to IFRS 7 – Financial Instruments: Disclosures, adopted
prospectively by the Group from 1 January 2012. The amendments allow users of financial statements to
improve their understanding of transfers (“derecognition”) of financial assets, including an understanding of the
possible effects of any risks that may remain with the entity that transferred the assets. The amendments also
require additional disclosures if a disproportionate amount of a transfer transaction is undertaken at the end of a
reporting period. The application of these amendments had no significant effect on the disclosures presented in
this Annual Report nor on the measurement of the related items.
66
Accounting standards, amendments and interpretations effective from 1 January 2012 but not applicable
to the Group
The following amendment, effective from 1 January 2012, relates to matters that were not applicable to the
Group at the date of this Annual Report, but may affect the accounting for future transactions or arrangements.
- On 20 December 2010, the IASB issued a minor amendment to IAS 12 – Income Taxes which clarify the
accounting for deferred tax relating to investment properties measured at fair value. The amendment introduces
the presumption that the carrying amount of deferred taxes relating to investment properties measured at fair
value under IAS 40 will be recovered through sale. As a result of the amendments, SIC - 21 Income Taxes –
Recovery of revalued non depreciable assets no longer applies. These amendments are effective retrospectively
for annual periods beginning on or after 1 January 2012.
Accounting standards and amendments not yet applicable and early adopted by the Group
On 16 June 2011, the IASB issued an amendment to IAS 19 – Employees benefits that eliminates the option to
defer the recognition of gains and losses, with the corridor method, requiring the presentation in the financial
position of the deficit or surplus of the fund, and the recognition of expenses related to employee service and net
financial expenses in the income statement, and the recognition of actuarial gains and losses arising from the
remeasurement of assets and liabilities in "Other comprehensive gains / (losses)".
disclosures to be provided in the notes to the financial statements. The amendment must be applied
retrospectively from the year beginning on or after 1 January 2013. Permasteelisa S.p.A. has decided to apply,
as permitted, such changes in advance from the Consolidated Financial Statements as at 31 December 2012.
Accounting standards and amendments not yet applicable and not early adopted by the Group
On 12 May 2011, the IASB issued IFRS 10 – Consolidated Financial Statements replacing SIC-12 –
Consolidation:Special Purpose Entities and parts of IAS 27 – Consolidated and Separate Financial Statements
(subsequently reissued as IAS 27 - Separate Financial Statements which addresses the accounting treatment of
investments in separate financial statements). The new standard builds on existing principles by identifying the
concept of control as the determining factor in whether an entity should be included in the consolidated financial
statements of the parent company. The standard provides additional guidance to assist in the determination of
control where this is difficult to assess. The standard is effective retrospectively, at the latest for annual reporting
periods beginning on or after 1 January 2014. At the date of this Annual Report the Group is assessing any
effects which may result from the adoption of the standard.
On 12 May 2011, the IASB issued IFRS 11 – Joint Arrangements superseding IAS 31 – Interests in Joint
Ventures and SIC 13 – Jointly Controlled Entities: Non Monetary Contributions by Venturers. The new standard
provides the criteria for identifying joint arrangements by focusing on the rights and obligations of the
arrangement, rather than its legal form and requires a single method to account for interests in jointly controlled
entities, the equity method.
The standard is effective retrospectively, at the latest for annual reporting periods beginning on or after 1 January
2014. Following the issue of the new standard, IAS 28 – Investments in Associates has been amended to include
accounting for investments in jointly controlled entities in its scope of application (from the effective date of the
standard). At the date of this Annual Report, the Group is assessing any effects which may result from the
adoption of the standard.
On 12 May 2011, the IASB issued IFRS 12 – Disclosure of Interests in Other Entities, a new and comprehensive
standard on disclosure requirements for all forms of interests in other entities, including subsidiaries, joint
arrangements, associates, special purpose vehicles and other unconsolidated vehicles. The standard is effective
at the latest for annual reporting periods beginning on or after 1 January 2014. At the date of this Annual Report,
the Group is assessing any effects which may result from the adoption of the standard.
On 12 May 2011, the IASB issued IFRS 13 – Fair Value Measurement, clarifying the determination of the fair
value for the purpose of the financial statements and applying to all IFRSs permitting or requiring a fair value
67
measurement or the presentation of disclosures based on fair value. The standard is effective prospectively from
1 January 2013. The application of this new standard is not expected to have any significant effects on the
Group’s Financial Statement.
On 16 June 2011, the IASB issued an amendment to IAS 1 – Presentation of Financial Statements requiring
companies to group together items within other comprehensive income that may be reclassified to the profit or
loss section of the income statement. The amendment is applicable for periods beginning on or after 1 July 2012.
The application of this amendment is not expected to have any significant effects on the measurement of items in
the Group’s financial statement.
On 16 December 2011, the IASB issued certain amendments to IAS 32 – Financial Instruments: Presentation to
clarify the application of certain offsetting criteria for financial assets and financial liabilities in IAS 32. The
amendments are effective for annual periods beginning on or after 1 January 2014 and are required to be applied
retrospectively.
On 16 December 2011, the IASB issued certain amendments to IFRS 7 – Financial Instruments: Disclosures.
The amendments require information about the effect or potential effect of netting arrangements for financial
assets and liabilities on an entity’s financial position. Entities are required to apply the amendments for annual
reporting periods beginning on or after 1 January 2013, and interim periods within those annual periods. The
required disclosures should be provided retrospectively. The application of this interpretation is not expected to
have any significant effects on the Group’s financial statement.
In addition, at the date of this Annual Report, the European Union had not yet completed its endorsement
process for these standards and amendments:
- On 12 November 2009, the IASB issued a new standard IFRS 9 – Financial Instruments that was subsequently
amended. The standard, having an effective date for mandatory adoption of 1 January 2015 retrospectively,
represents the completion of the first part of a project to replace IAS 39 and introduces new requirements for the
classification and measurement of financial assets and financial liabilities. The new standard uses a single
approach to determine whether a financial asset is measured at amortised cost or fair value, replacing the many
different rules in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial instruments
and the contractual cash flow characteristics of the financial assets. The most significant effect of the standard
regarding the classification and measurement of financial liabilities relates to the accounting for changes in fair
value attributable to changes in the credit risk of financial liabilities designated as at fair value through profit or
loss. Under the new standard these changes are recognised in Other comprehensive income and are not
subsequently reclassified to the income statement.
- On 17 May 2012, the IASB issued a set of amendments to IFRS’s (“Annual Improvement to IFRS’s – 2009 –
2011 Cycle”) that are applicable retrospectively from 1 January 2013; set out below are those that may lead to
changes in the presentation, recognition or measurement of financial statement items, excluding those that only
regard changes in terminology or editorial changes having a limited accounting effect and those that affect
standards or interpretations that are not applicable to the Group:
- IAS 1 – Presentation of Financial Statements: the amendment clarifies the way in which comparative
information should be presented when an entity changes accounting policies or retrospectively restates or
reclassifies items in its financial statements and when an entity provides comparative information in addition to
the minimum comparative financial statements;
- IAS 16 – Property, plant and equipment: the amendment clarifies that items such as spare parts, stand by
equipment and servicing equipment, shall be recognised in accordance with IAS 16 when they meet the
definition of Property, plant and equipment, otherwise such items shall be classified as Inventory;
- IAS 32 – Financial instruments: Presentation: the amendment eliminates an inconsistency between IAS 12–
Income Taxes and IAS 32 concerning the recognition of taxation arising from distributions to shareholders,
establishing that these shall be recognised in profit or loss to the extent the distribution refers to income
generated by transactions originally recognised in profit or loss.
68
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:
Curtain walls
Interiors
Gates
Other
2012
2011
1,092,096
185,489
0
87,899
990,963
159,108
2,172
13,030
1,365,484
1,165,273
Operating revenues broken down by geographical area are shown below:
2012
2011
Usa + Canada
Latin America
301,234
2,002
196,570
0
Benelux
France
Germany
Italy
Poland
Spain
Switzerland
UK
Ireland
28,817
36,529
69,874
44,308
7
14,040
20,974
107,141
1,203
30,085
34,970
55,477
71,158
329
20,079
19,291
101,460
3,093
25,962
29,192
3,873
899
263
12,774
829
4,430
Dubai
Qatar
Other Middle Eastern Countries
1,997
96,446
136,640
771
107,950
92,422
Australia
China
Japan
Hong Kong
India
Korea
Russia
68,818
132,903
34,366
96,105
13,579
612
12,782
56,358
75,830
57,953
97,209
29,381
0
88
Georgia
Other European Countries
Other Central Asian Countries
Other African Countries
69
Singapore
Taiwan
Thailand
Macau
52,957
4,783
3,656
9,244
76,647
1,905
2,920
9,001
Other Asian Countries
14,541
6,030
1,365,484
1,165,273
Total
4. Other operating income
The Other operating income included in the total operating revenues area is shown below:
2012
2011
77
498
39
3,534
8,891
704
206
46
4,259
3,316
13,039
8,531
Gains on tangible and intangible assets disposal
Rental income
Insurance indemnities
Sale of scrap
Other revenues
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
decreases from 35.9% to 32.3%, while the percentage impact of the item services expenses and use of third
party assets over the total operating revenues increased from 37% to 41.1%.
It is worth to be highlight that the item services expenses and use of third party assets expenses includes
remuneration due to the auditors amounting to Euro 154 thousand.
6. Personnel expenses
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
2012
2011
232,264
30,441
615
160
2,021
74
590
81
14,555
280,801
188,367
29,178
504
177
2,031
195
406
126
34,937
255,921
Overall, the impact of this item on the operating revenues is substantially remained stable.
It should be noted that as indicated in the Notes, following the early adoption of IAS 19, the caption "Increase in
liability for defined benefit plans" has changed with respect to the Consolidated financial statements of the year
2011 due to the reclassification to Equity reserve of the actuarial evaluations.
The average workforce for the period was 6,298 units.
70
7. Depreciation, amortization and impairment losses
Tangible assets depreciation
Intangible assets amortization
Impairment losses
2012
2011
13,998
11,488
0
12,358
21,566
0
25,486
33,924
8. Bad debts provision, net
Bad debts provision
2012
2011
(5,754)
(570)
(5,754)
(570)
Please refer to note 24 relating to Trade receivables from third parties for a more detailed analysis.
9. Provision for risks and charges, net
Provision for disputes and legal actions, net
Provision for warranties, net
Provision for jobs, net
Other provisions
2012
2011
(837)
1,696
(3,160)
0
(1,339)
2,710
(1,161)
0
(2,301)
210
Please refer to note 34 relating to Provisions for risks and charges for a more detailed analysis.
10. Other operating expenses
Other taxes
Custom duties
Losses on tangible and intangible assets disposal
Utilization of Bad debts provision
Trade receivables write-off
Other expenses
2012
2011
6,283
194
430
(613)
206
844
6,737
180
236
0
1,801
1,515
7,344
10,469
11. Non recurring costs
Non recurring costs, amounted to Euro 560 thousand, are related to a tax dispute with the Indian authorities on the tax
periods 2005 to 2012 and relates to the VAT rate applicable on revenues arising from contracts carried out by the
Indian subsidiary in the State Federal Maharashtra. In particular, these charges relate to the most value-added tax
that the Indian authorities believe due then the one applied by the company. This higher tax on the portion that
was considered difficult to recover by a legal action against the final customer, was recognized as non recurring
cost.
71
12. Net financial expenses
Interest income from not consol. subsidiaries and associated companies
Interest income
Exchange rate gains
Other commissions
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
2012
2011
0
1,073
29,034
7
845
480
8
31,447
3,613
750
30,657
13
567
1,124
658
3,006
0
40,388
(8,941)
11
871
25,579
5
864
1,053
0
28,383
1,427
849
24,454
14
441
336
1,304
1,862
18
30,705
(2,322)
In addition, the profit and losses on foreign exchange rates reported in the table respectively includes gains for
Euro 6,373 thousands (2011: Euro 4,659 thousands) and losses for Euro 11,712 thousands (2011: Euro 8,033
thousands) arising from year end closing evaluation.
13. Revaluation of equity investments
RI.ISA d.o.o
2012
2011
59
57
59
57
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.
14. Write-downs of equity investments
OOO Josef Gartner (*)
Permasteelisa Projects (Thailand) Co. Ltd.
2012
2011
0
84
133
137
84
270
(*) consolidated company with line by line method in 2012
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.
72
15. Income tax expense
Taxes recognised in the income statement
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
2012
2011
14,263
(74)
14,189
18,722
(673)
18,049
198
24
0
(198)
877
901
15,090
(3,076)
(570)
0
4,639
(13,800)
(12,807)
5,242
(*) Includes appropriations for tax checks and inspections
(**) Includes write-downs or advance taxes booked to previous periods
Reconciliation of effective tax rate
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
2012
2011
48,411
15,224
27.5%
-7.4%
0.7%
1.5%
-0.0%
-0.4%
5.5%
-0.0%
-0.0%
0.1%
-0.2%
-0.4%
2.2%
2.8%
-0.8%
13,312
(3,566)
330
741
(7)
(195)
2,686
(7)
(3)
48
(74)
(198)
1,060
1,349
(386)
27.6%
21.7%
7.7%
5.8%
-10.6%
-2.2%
16.0%
-6.9%
-57.7%
-3.7%
30.5%
-4.4%
6.8%
5.9%
-2.0%
4,207
3,304
1,168
878
(1,608)
(330)
2,432
(1,055)
(8,783)
(570)
4,639
(673)
1,038
901
(305)
31.2%
15,090
34.4%
5,242
It should be noted that as indicated in the Notes, following the early adoption of IAS 19, deferred taxes has
changed with respect to the Consolidated financial statements of the year 2011 due to the reclassification to
Equity reserve of the actuarial evaluations.
73
16. Intangible assets
Licences and trademarks
Other intangible assets
Intangible assets in
progress and
advances
Total
2,678
14
125,736
2,380
130,865
494
544
(4)
14
275
996
(48)
(1,043)
(15)
(20,460)
Balance at 31 December 2011
13
9
2,678
13
14
105,565
1
2,833
1,783
544
(4)
0
(544)
(21,566)
0
24
111,102
Balance at 1 January 2012
Acquisitions
Other increases
Disposals
Consolidation area variations
Other decreases
Amortization
Impairment losses
Exchange rate differences on translation
13
105,565
92
2,833
497
(30)
(1)
Acquisitions
Other increases
Disposals
Other decreases
Amortization
Impairment losses
74
Development costs
Rights to use
intellectual property
57
4
(544)
7
2,678
745
2,720
13
1
(5)
(1,543)
(12)
0
(32)
(9,940)
(2,755)
0
15
(7)
4,594
0
1
(9)
95,646
(4)
570
111,102
1,334
2,727
(31)
1
(2,799)
(11,488)
0
(20)
100,826
Carrying amounts
At 1 January 2011 attributable to:
Cost
Accumulated amortization
2,422
(2,365)
11,649
(8,971)
1,000
(986)
178,902
(53,166)
2,380
0
196,353
(65,488)
57
2,678
14
125,736
2,380
130,865
2,426
(2,413)
13
12,596
(9,918)
2,678
1,030
(1,017)
13
179,173
(73,608)
105,565
2,833
0
2,833
198,058
(86,956)
111,102
2,426
(2,413)
13
12,596
(9,918)
2,678
1,030
(1,017)
13
179,173
(73,608)
105,565
2,833
0
2,833
198,058
(86,956)
111,102
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
At 31 December 2011 attributable to:
Cost
Cost
Cost
The increases for the period in the software category under the item “Rights to use intellectual property” are mainly due to the investments made by the Parent Company
(Euro 503 thousand) for other development and the purchase of new licences. In particular, it was necessary to purchase licenses for the SAP ERP system for Euro 200
thousand and Euro 27 thousand for other software; furthermore the development of document management tool interfaced with SAP and PMF (integrated tool for design
and engineering of the product, developed on the basis of Autodesk products) amounted to Euro 41 thousand, SAP roll out project amounted to Euro 53 thousand, while
further developments PMF concluded in the year amounted to Euro 65 thousand .
The increases for the period in the category “Other intangible assets” are mainly due to the purchase of additional SAP licenses (Euro 200 thousand) to cover the increase
that will come with the further development of the ERP, to the development of projects related to SAP document management and the roll out of the Russian subsidiary
(Euro 91 thousand), to the design of a software resource planning and factory planning (Euro 63 thousand), to further developments of PMF (Euro 86 thousand) and to
the modification and development of the Company's intranet site (Euro 24 thousand).
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 2012 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 Permasteelisa Group.
75
17. Tangible assets
Acquisitions
Other increases
Transfer to assets classified as held for sale
Disposals
Other decreases
Amortization
Impairment losses
Acquisitions
Other increases
Transfer to assets classified as held for sale
Disposals
Other decreases
Amortization
Impairment losses
76
Land and buildings
Plant and
machinery
Equipments
Other tangible
assets
Tangible assets in
progress and
advances
Total
73,681
1,098
268
16,969
2,646
254
5,003
4,068
39
8,656
5,410
1,144
741
1,402
5
(40)
(63)
(75)
(190)
(3)
(41)
(3,648)
(729)
(1,937)
(76)
(3,631)
(864)
(3,116)
263
72,154
(120)
15,997
151
6,520
273
11,586
21
1,302
105,050
14,624
1,710
0
(371)
0
(1,710)
(12,332)
0
588
107,559
72,154
227
15,997
1,484
664
6,520
1,795
700
11,586
4,236
1,436
1,302
907
107,559
8,649
2,800
(398)
(13)
150
(12)
(703)
236
(2,727)
(13,998)
0
(159)
101,657
(560)
(3,027)
(130)
(3,392)
(2,923)
(280)
86
(785)
(4,656)
27
68,821
(43)
14,182
(48)
6,181
(93)
11,530
(1,252)
(2)
943
Carrying amounts
Cost
Cost
126,269
(52,588)
73,681
58,800
(41,831)
16,969
24,967
(19,964)
5,003
32,901
(24,245)
8,656
741
0
741
243,678
(138,628)
105,050
127,650
(55,496)
72,154
59,778
(43,781)
15,997
26,989
(20,469)
6,520
37,689
(26,103)
11,586
1,302
0
1,302
253,408
(145,849)
107,559
127,650
(55,496)
72,154
59,778
(43,781)
15,997
26,989
(20,469)
6,520
37,689
(26,103)
11,586
1,302
0
1,302
253,408
(145,849)
107,559
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
258,343
(156,686)
101,657
Cost
Cost
943
The main increases were made in Dubai for Euro 0.5 million (2011: Euro 3.1 million), in Saudi for Euro 0.9 million (2011: Euro 0.5 million), in Germany for Euro 2 million
(2011: Euro 2.8 million), in Italy for Euro 1.5 million (2011: Euro 2.7 million), in China for Euro 0.2 million (2011: Euro 1.5 million) and in the United States for Euro 4 million
(2011: Euro 1.3 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.
77
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 2012 the Group holds leased plant and machinery for an amount of Euro 615 thousand
(2011: Euro 270 thousand); please refer to note 31 related to payables to banks and other financial creditors.
Tangible assets in progress
As at 31 December 2012 the Group holds tangible assets under construction for the total amount of Euro 943
thousand (2011: Euro 1,302 thousand).
Other information
As at 31 December 2012 the Group doesn’t have mortgages on buildings and other tangible assets, please refer
to the note 42 related to contingencies.
18. Equity investments in not consolidated subsidiaries
The Group has the following equity investments in not consolidated subsidiaries:
% ownership
Country
Carrying amount
31
31
31
31
December December December December
2012
2011
2012
2011
Hungary 100.00% 100.00%
Permasteelisa Epitoipari Kft - winding up
Croatia 98.55% 98.55%
RI.ISA d.o.o
Russia 100.00% 100.00%
OOO Josef Gartner
Permasteelisa Participations S.r.l.
Italy 100.00%
0.00%
Permasteelisa Do Brasil Construcao, Industria,Comercio Ltda
Brazil 100.00%
0.00%
0
376
0
50
18
444
0
317
123
0
0
440
The item variation with respect to 31 December 2011 is mainly attributable to the revaluation of RI.ISA d.o.o.
equity investment due to the profit recorded in the year and to the establishment of Permasteelisa Participations
S.r.l. and Permasteelisa Do Brasil Construcao, Industria, Comercio Ltda and to the consolidation with line by line
method of OOO Josef Gartner.
Summary financial information on not consolidated subsidiaries – 100%:
Assets
Liabilities
Net Equity
Revenues
Profit/(Loss)
4
476
0
50
115
0
94
0
1
20
4
382
0
49
96
0
1,241
0
0
115
(0)
62
0
(1)
103
645
115
531
1,356
164
Assets
Liabilities
Net Equity
Revenues
Profit/(Loss)
31 December 2011
Permasteelisa Epitoipari Kft - winding-up
RI.ISA d.o.o
OOO Josef Gartner
4
438
1,870
0
117
1,747
4
321
123
0
1,166
6
0
72
(128)
2,312
1,864
448
1,172
(56)
31 December 2012
Permasteelisa Epitoipari Kft - winding-up
RI.ISA d.o.o
OOO Josef Gartner (*)
Permasteelisa Do Brasil Construcao, Industria,
Comercio Ltda
(*) company consolidated with line by line method in 2012
78
19. Equity investments in associated companies
The Group has the following equity investments in associated companies:
% ownership
Country
Unifront B.V.
Permasteelisa Projects (Thailand) Ltd.
Holland
Thailand
Carrying amount
31
December
2012
31
December
2011
31
December
2012
31
December
2011
26%
49%
26%
49%
0
0
0
0
0
0
Summary financial information on associated companies – 100%:
Assets
Liabilities
Net Equity
Revenues
Profit/(Loss)
Unifront B.V. (*)
96
5,692
564
6,103
(468)
(411)
80
5,354
(135)
(107)
(*) Latest available statement: 31 December 2010
5,788
6,667
(879)
5,434
(242)
Assets
Liabilities
Net Equity
Revenues
Profit/(Loss)
Unifront B.V. (*)
96
1,565
564
1,807
(468)
(242)
80
4,707
(135)
(270)
(*) Latest available statement: 31 December 2010
1,661
2,371
(710)
4,787
(405)
31 December 2012
31 December 2011
20. Other equity investments
The balance as at 31 December 2012 includes the Parent company's equity investment in Consorzio
Interaziendale Prealpi for Euro 77.5 thousand (2011: Euro 77.5 thousand), the Group's 50% equity investment in
the consortium Cladding Technology Italy (CTI) for Euro 25 thousand (2011: Euro 25 thousand), the Parent
company's equity investment in Consorzio Dyepower for Euro 932 thousand (2011: Euro 537 thousand) and the
company's 18% equity investment in Interoxyd AG for Euro 39 thousand (2011: Euro 39 thousand).
21. Other non-current assets
The caption amounting to Euro 42 thousand (2011: Euro 43 thousand) is related to investments in other
secondary securities.
22. Deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
Assets (-)
Tangible assets
Intangible assets
Inventories
Trade receivables
Financial payables
Liabilities (+)
Net
2012
2011
2012
2011
2012
2011
(1,677)
(1,148)
(373)
(811)
0
(1,509)
(1,760)
(1,000)
(1,042)
0
8,160
25,962
7,581
0
0
944
35,936
5,971
3
0
6,483
24,814
7,136
(811)
0
(565)
34,176
4,971
(1,039)
0
79
Trade payables
Hedging
Other items
Tax value of loss carry-forwards
Tax (assets)/liabilities
Set off
Net tax (assets)/liabilities
(2,013)
(8,528)
(806)
(1,455)
(465)
(29,625)
(46,901)
568
(46,333)
(1,709)
(10,091)
(875)
(1,239)
(4,023)
(29,845)
(53,093)
813
(52,280)
1,840
0
0
1,138
14,587
0
59,268
(568)
58,700
0
1,516
0
0
14,403
0
58,773
(813)
57,960
(173)
(8,528)
(806)
(245)
14,122
(29,625)
12,367
0
12,367
(1,709)
(8,575)
(875)
(1,239)
10,380
(29,845)
5,680
0
5,680
The deferred tax assets on tax losses included in the financial statements and entered in the table above are
related for approximately Euro 13 million to the US subsidiary Permasteelisa North America Corp. and have
expiry date between 2020 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 temporary
differences for Euro 3,512 thousand (2011: Euro 8,309 thousand) and relating to tax losses for Euro 41,862
thousand (2011: Euro 33,832 thousand).
The amount relating to temporary differences for which deferred tax assets were not recorded refers to
approximately Euro 3.5 million to Asian companies (2011: approximately Euro 6.9 million). According to the tax
law in force, deductible temporary differences generally do not expire.
The amount relating to tax losses for which deferred tax assets were not recorded refers to European companies
for approximately Euro 22,2 million (2011: approximately Euro 22 million) of which approximately Euro 21 million
can be used without time limitation (2011: Euro 21 million), to US company for Euro 3.2 million, mostly can be
used within 2028, to Middle East companies for Euro 1.4 million, mostly can be used within a defined time
limitation, and approximately for Euro 15 million (2011: approximately Euro 11.9 million) to Asian companies,
mostly can be used within a defined time limitation.
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
Balance 1 Recognised
January
in income
2011
statement
Tangible assets
Intangible assets
Inventories
Trade receivables
Financial payables
Trade payables
Hedging
Other items
(836)
39,300
4,487
(939)
154
(1,631)
(7,486)
(1,606)
(381)
8,804
(19,879)
251
(5,086)
482
(90)
(151)
(17)
(983)
731
(173)
1,584
(9,335)
19,987
(12,787)
80
Recognised
in equity
Exchange
differences
20
(38)
2
(10)
(3)
(20)
(109)
Other
changes
(41)
3
(698)
(56)
18
2
(631)
(5)
46
(754)
(769)
3
Balance
31
December
2011
(565)
34,176
4,971
(1,039)
0
(1,709)
(8,575)
(875)
(1,239)
10,380
(29,845)
5,680
Balance 1 Recognised Recognised Exchange
Other
January
in income
in equity differences changes
2012
statement
Tangible assets
Intangible assets
Inventories
Trade receivables
Financial payables
Trade payables
Hedging
Other items
(565)
34,176
4,971
(1,039)
0
(1,709)
(8,575)
(875)
(1,239)
10,380
(29,845)
(450)
(1,872)
1,727
230
0
(282)
1,150
69
129
3,927
(3,729)
5,680
899
(16)
23
(7)
(2)
121
(126)
519
Balance
31
December
2012
33
(6)
421
1,470
350
10
11
276
(126)
3,678
(910)
32,201
7,210
(811)
0
(2,685)
(7,124)
(806)
370
14,542
(29,620)
979
328
4,481
12,367
(688)
(153)
23. Assets and liabilities for contracts work-in-progress, inventories and advances from
customers
Assets for contracts work-in-progress and inventories
Assets for contracts work-in-progress
Semi-processed goods
Finished goods
Advances
Inventories
31 December
2012
31 December
2011
469,660
354,506
4,961
42
0
11,674
16,677
3,852
5
289
4,968
9,114
31 December
2012
31 December
2011
161,021
136,280
297,301
164,819
113,202
278,021
31 December
2012
31 December
2011
4,046,347
506,937
(4,244,645)
308,639
3,546,052
580,798
(3,937,163)
189,687
469,660
(161,021)
308,639
354,506
(164,819)
189,687
Liabilities for contracts work-in-progress and advances from customers
Liabilities for contracts work-in-progress
Contracts work-in-progress
Costs incurred on uncompleted contracts
Estimated earnings
Less billings to date
81
24. Trade receivables from third parties
31 December
2012
31 December
2011
334,786
(23,553)
293,430
(25,629)
311,233
267,801
Bad debts provision
As at 31 December 2012 trade receivables include guarantee retentions for Euro 106,081 thousand (Euro 84,822
thousand as at 31 December 2011) related to contracts work-in-progress, of which Euro 31,880 thousand
expiring beyond year 2012 (Euro 22,594 thousand at 31 December 2011).
The following table shows the changes of the provision for bad debts during the year.
Balance at 1 January
Reclassification
Utilization
Reversal
Provision
Balance at 31 December
31 December
2012
31 December
2011
25,629
4,279
(463)
(7,244)
1,490
(138)
23,553
28,232
0
(2,387)
(1,742)
1,172
355
25,629
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 206 thousand (2011:
Euro 1,801 thousand) mainly related to the German, American and Dutch market.
25. Amounts receivable from not consolidated subsidiaries
Trade receivables
OOO Josef Gartner
RI.ISA d.o.o.
Financial receivables
OOO Josef Gartner
RI.ISA d.o.o.
31 December
2012
31 December
2011
0
18
18
3
41
44
0
0
0
18
0
0
0
44
31 December
2012
31 December
2011
10
3,977
3,987
10
234
244
26. Trade receivables from associated companies
Unifront B.V.
82
27. Income tax receivables
Tax income receivables
31 December
2012
31 December
2011
4,968
10,315
4,968
10,315
This item should be assessed together with the income tax payable item described in note 38.
28. Other current asset
VAT receivables
Advances to employees
Other receivables
Accrued income and deferred charges
31 December
2012
31 December
2011
15,609
522
15,870
5,033
13,806
727
17,079
7,170
37,034
38,782
31 December
2012
31 December
2011
5,900
9,928
42
6,753
10,284
42
15,870
17,079
The caption “Other receivables” includes:
Forward assets
Other receivables
Loans to other third parties
The item “Forward assets” is ascribable for Euro 5,887 thousand to transactions on foreign currencies (2011:
Euro 6,753 thousand), and for Euro 13 thousands in relation to the transactions on commodities (2011: Euro 0).
29. Cash and cash equivalents
Cash in hand
31 December
2012
31 December
2011
87,052
178
85,259
170
87,230
85,429
The balance of bank and post current accounts and deposits includes approximately Euro 4.5 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.
83
30. Net equity
Net equity changes
Please refer to the relevant table that precedes the notes to the consolidated financial statements related to the
year 2012 and the comparative year 2011.
Share capital
On 31 December 2012, 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.
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 (*)
Amount
before tax
Tax
Amount
after tax
Commodities risk hedging reserve (*)
Amount
before tax
Tax
Amount
after tax
Reserve as at 31 December
2011
Increase/(decrease)
Currency translation
differences
Release to income statement
Reserve as at 31 December
2012
(7,732)
3,769
1,454
(900)
(6,278)
2,869
(18)
4
8
(6)
(10)
(2)
(33)
5,678
0
(1,005)
(33)
4,673
0
18
0
(7)
0
11
1,682
(451)
1,231
4
(5)
(1)
(*) Minority portion included
IAS 19 Reserve
During the year, 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 2012, shows a negative balance of Euro
2,212 thousand, due to the recognition during the year of negative actuarial variation of Euro 2,265 thousand, net
of related taxes amounted to Euro 860 thousand.
Other reserves
It includes the other consolidation reserves different from the previous ones and from retained earnings.
84
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.
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.
31. Amounts payable to banks and other financial creditors
Amounts payable to banks and other financial creditors non- current
Finance lease liabilities
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
31 December
2012
31 December
2011
174
170
174
170
51
0
184,820
52
0
57,876
184,871
57,928
As at 31 December 2012 there are no medium-long term loans outstanding as there was none at 31 December
2011.
The net financial position of the Group at year end is negative for Euro 97.8 million, composed by a positive
amount of Euro 87.2 million related to "cash & bank deposits" and a negative amount of Euro 185 million related
to short-term loans. Compared to the latter, there has been a negative amount of loan for Euro 11.8 million used
by Permasteelisa (India) Private Ltd.
The short-term loan in use, for a negative amount of Euro 125 million, relates to contracts for credit facilities on a
rotating basis, to cover cash requirements.
A first loan was granted by a leading Italian Bank for a maximum amount of Euro 75 million. The contract lasts for
three years with ending date on December 2013. This credit line, to be used in one or more solutions, has
determined the payment of up-front commissions and it is characterized by the application of fees on the used (or
not used) amount.
The contract includes the obligation to comply with specific financial covenants related to:
 ratio between the total consolidated gross financial debt and consolidated Ebitda
 ratio between the consolidated Ebitda and net consolidated financial expenses
 ratio between the total consolidated gross financial debt and net tangible consolidated equity
 net tangible consolidated equity
85
As at 31 December 2012, there was full compliance to the financial covenants required.
A second loan was granted by leading Italian Bank for a total amount of Euro 50 million. The contract lasts for
three years with ending date on June 2014. This credit line, to be used in one or more solutions, has determined
the payment of up-front commissions and it is characterized by the application of fees on the used (or not used)
amount.
 ratio between the gross financial debt and Ebitda
 ratio between the Ebitda and net financial expenses
 ratio between the net financial debt and equity
A third loan with bilateral commited line was granted by leading Japanese Bank for a total amount of Euro 20
million. The contract ends on July 2015. This line includes costs related to up-front fees, commissions on the
amount used and unused.
 Consolidated gross debt ratio
 Consolidated Ebitda
Regarding to the balance of Permasteelisa (India) Private Ltd., it is related to short-term bank loans used as
overdrawn accounts or advances against invoices, normally used by few companies of the Group operating in
countries (e.g. India) where intercompany financing is not allowed due to the internal finance regulation. In any
case, these financing activities are aimed at covering temporary working capital requirements.
As to the mortgages on real estate or other fixed assets owned by the Group, please refer to note 42.
Finance lease liabilities as at 31 December 2012 are payable as follows:
Expiry date:
Less than 1 year
Between 1 and 5 years
More than 5 years
Minimum
payments
Interest
Principal
Minimum
payments
Interest
Principal
2012
2012
2012
2011
2011
2011
59
192
4
255
8
22
0
30
51
170
4
225
59
190
0
249
7
20
0
27
52
170
0
222
The weighted average effective interest rate in respect of lease obligation at the balance sheet date is 4.64%
(2011: 4.68%).
Net financial position
To complete the information reported in these notes, the Group financial position as at 31 December 2012 is
reported below.
Amounts payables to bank
Other financial payables
Net financial position – short term
86
31 December
2012
31 December
2011
87,230
(184,820)
(51)
0
85,429
(57,876)
(52)
0
(97,641)
27,501
0
(174)
0
0
(170)
0
Net financial position – medium/long term
(174)
(170)
(97,815)
27,331
Total net financial position
The average rates recorded by the Group during the period are as follows:
a) current account deposits and bank deposits: 1.487% (2011: 0.956%).
b) short-term loans: 3.012% (2011: 7.779%).
c) mortgages and medium-long-term loans: not reported because there were no these kind of loans during
the year (same in 2011);
d) liabilities on financial leasing: 4.64% (2011: 4.680%).
The actual average rate over overall indebtness stood at 2.814% (2011: 8.111%).
32. Severance indemnity fund
Present value of the defined benefit obligation
Unrecognised actuarial gains and losses
Recognised liability for severance indemnity fund
31 December
2012
31 December
2011
3,317
0
3,317
2,746
0
2,746
31 December
2012
31 December
2011
2,746
571
3,317
2,789
(43)
2,746
31 December
2012
31 December
2011
2,746
(110)
160
521
3,317
2,789
(220)
0
177
2,746
Movements of the severance indemnity fund
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:
Current service costs
Payments
Expenses recognized in the income statement
Actuarial (Profit)/Loss
The item “Expense recognized in the income statement” included in the previous table is composed as follows:
Interest on obligation
31 December
2012
31 December
2011
0
160
0
177
160
177
87
choices.
Consequently, according to IAS 19, obligations towards INPS and contributions to complementary pension funds
take on the nature of defined contribution plan. On the contrary, severance indemnity accrued before 2007 and
not yet paid at the financial statements date continues to be considered a defined benefit plan.
The above table exclusively refers to the severance indemnity accrued before 2007.
The company, as already stated in the accounting principles, letter r, to which we refer, availed itself of the
opportunity to apply in advance the new IAS 19 - Employee Benefits.
33. Pension funds and other employee benefits
31 December
2012
31 December
2011
21,203
2,539
23,742
18,521
2,014
20,535
31 December
2012
31 December
2011
20,535
3,207
23,742
19,934
601
20,535
31 December
2012
31 December
2011
18,754
2,449
21,203
16,274
2,247
18,521
31 December
2012
31 December
2011
16,274
2,480
18,754
16,374
(100)
16,274
31 December
2012
31 December
2011
16,274
0
(1,003)
2,537
946
18,754
16,374
0
(992)
(60)
952
16,274
Pension funds
Other employee benefits
Movements of pension funds and other employee benefits
Pension funds
Gartner GmbH pension fund
Other minor pension funds
Gartner GmbH pension fund movements
The net variation of Gartner GmbH pension fund is detailed in the following table:
Refunds
Payments
Actuatial gains/ losses
Expense recognised in the income statement
88
Expense recognised in the income statement
Recognised actuarial (gains)/losses
31 December
2012
31 December
2011
173
0
773
173
(59)
778
946
892
Principal actuarial assumption (as weighted average):
Discount rate at 31 December
Inflation rate
Future salary increase rate
31 December
2012
31 December
2011
3.80%
1.75%
0.00%
4.90%
1.75%
0.00%
It should be noted that, as indicated in the Notes to which we refer (letters a and r) the Group has early adopted
the revised version of IAS 19 - Employee Benefits. It is also noted that the actuarial valuation was affected in
particular by the change in the discount rate used in Germany, which rose from 4.90% in 2011 to 3.80% in 2012.
Other employee benefits
Dutch "Jubilee" fund
Other
31 December
2012
31 December
2011
499
2,040
431
1,583
2,539
2,014
31 December
2012
2,014
0
0
525
2,539
31 December
2011
1,542
0
0
472
2,014
Other employee benefits movements
Increase for acquisition
Movements
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.
89
34. Provisions for risks and charges
Provision for
losses
on equity
investments
Warranty
provision
Provision for
risks on
ongoing jobs
Other
provision
Total
98
0
118
0
0
0
216
30,348
910
5,853
(5,629)
(3,143)
645
28,984
15,403
78
3,898
(1,009)
(5,059)
16
13,327
10,703
(644)
(927)
(260)
(413)
(41)
8,418
56,552
344
8,942
(6,898)
(8,615)
620
50,945
Movements
Provisions made during the year
Provisions used during the year
Provisions reversed during the year
Provision
for losses
on equity
investments
Warranty
provision
216
28,984
(98)
84
(2,008)
8,270
13,327
5,038
(1,423)
4,549
(1)
201
(5,342)
(2,494)
(194)
27,216
(1,946)
(6,055)
(29)
13,461
Reclassifications
Movements
Other increases
Provision
Provision
for risks on for tax risks
ongoing
jobs
Other
provision
Total
8,418
50,945
5,038
(1,973)
14,921
575
(7,688)
(9,829)
(230)
51,759
0
1,556
724
1,294
575
1,869
(400)
(1,280)
(6)
9,012
Provision for losses on equity investments
Permasteelisa Project Thailand Ltd.
Unifront B.V.
31 December
2012
31 December
2011
201
0
201
118
98
216
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.
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 Thailand, The Netherlands and Italy.
Provision for tax risks
Provisions for tax risks include the provision for the Indian tax dispute for Euro 560 thousand, described in note
11, together with interest for Euro 734 thousand, the latter also calculated on the amounts related to the greater
value added tax which is believed to be recovered from customers (Euro 575 thousand).
Other provisions
The amount is related to provisions for risks on ongoing disputes that are considered probable.
90
35. Trade payables to third parties
31 December
2012
31 December
2011
253,292
261,890
253,292
261,890
As at 31 December 2012, trade payables include invoices to be received for Euro 69,369 thousand (2011: Euro
68,037 thousand) and retentions for Euro 11,059 thousand (2011: Euro 10,164 thousand), expiring mostly within
the year 2012.
36. Trade payables to associated companies
Trade payables
RI.ISA d.o.o.
31 December
2012
31 December
2011
322
208
322
208
31 December
2012
31 December
2011
117
218
117
218
31 December
2012
31 December
2011
9,224
8,582
9,224
8,582
37. Trade payables to associated companies
Trade payables
38. Income tax payables
Tax income payables
Income tax payables, net of the income tax receivables reported under note 27, went from a credit position of
Euro 1,733 thousand to a debit position of Euro 4,256 thousand.
39. Other current liabilities
VAT payables
Employees taxation payables
Other indirect taxes payables
Amounts payable to social agencies
Amounts payable to employees
Guarantee deposits payable
31 December
2012
31 December
2011
5,746
3,029
170
4,339
27,351
0
4,284
3,097
514
5,879
41,603
0
91
Other liabilities
Accrued liabilities and deferred income
5,918
1,537
25,295
849
48,090
81,521
The decrease in the caption “Amounts payable to employees” is mainly due to the liabilities for the Phantom
Stock Option assigned to some Group’s Managers and booked in December 2011.
The caption “Other liabilities” includes:
Forward liabilities
Other liabilities
31 December
2012
31 December
2011
4,441
1,477
12,505
12,790
5,918
25,295
Forward liabilities are referred for Euro 4,426 thousand to foreign currency transactions (2011: Euro 12,478
thousand) and for Euro 15 thousand to commodity transactions (2011: Euro 27 thousand).
The increase in the caption “Other liabilities” is mainly due to the liabilities for the Phantom Stock Option
assigned to the Chairman and to the Chief Executive Officer of Permasteelisa S.p.A.
40. 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. 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:
31 December
2012
31 December
2011
Europe
Asia
Australia
North America
Central America
93,278
97,723
2,187
76,447
0
99,588
89,981
2,508
68,997
33
92
South America
Middle East
North Africa
Total gross receivables broken down by geographical area
Provision for bad debts
Total net receivables broken down by geographical area
48
65,967
164
23
33,436
9
335,814
(23,553)
(1,028)
311,233
294,575
(25,629)
(1,145)
267,801
With reference to the age of the receivables shown above, please note that as at 31 December 2012 the
receivables that had not yet reached the expiry date, net of the Provision for bad debts, amounted to 67% of the
total (2011: 74%) and the credit due for over one year amounted to 4% (2011: 7%).
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.
31 December 2012
Variable rate loans
31 December 2011
Variable rate loans
Result for the period
+100 bp
- 100 bp
Net equity
+100 bp
- 100 bp
(1,131)
1,131
(1,131)
1,131
(1,131)
1,131
(1,131)
1,131
+100 bp
- 100 bp
Net equity
+100 bp
- 100 bp
(78)
78
(78)
78
(78)
78
(78)
78
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.
93
Exposure to the liquidity risk associated to financial liabilities other than derivative instruments
31 December 2012
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
Trade payables
Financial leasing payables
Amounts payables to banks
253,292
225
0
184,820
253,292
255
0
184,820
252,602
59
0
184,820
690
192
0
0
0
4
0
0
Total booked value
438,337
438,367
437,481
882
4
Financial liabilities other than derivatives
31 December 2011
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
Trade payables
Financial leasing payables
Amounts payables to banks
261,890
222
0
57,876
261,890
250
0
57,876
257,524
59
0
57,876
4,366
191
0
0
0
0
0
0
Total booked value
319,988
320,016
315,459
4,557
0
Exposure to the liquidity risk associated to financial liabilities related to derivative instruments
31 December 2012
Carrying
value
Contractual
Cash Flows
Contractual
Cash Flows
less than 1
year
Contractual
Cash Flows
between 1
and 5 years
Contractua
l 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
(5,887)
4,426
(13)
15
- in flows
- out flows
Total booked value
94
(1,459)
(5,887)
(5,608)
(279)
(414,960)
(410,787)
(4,173)
409,073
405,179
3,894
4,426
4,230
196
(198,881)
(194,819)
(4,061)
203,307
199,049
4,257
(13)
(13)
0
(465)
(465)
0
452
452
0
15
15
0
(727)
(727)
0
742
742
0
(1,459)
(1,376)
(83)
0
31 December 2011
Carrying
value
Contractual
Cash Flows
Contractual
Cash Flows
less than 1
year
Contractual
Cash Flows
between 1
and 5 years
Contractu
al Cash
Flows
exceeding
5 years
- in flows
- out flows
currencies
- in flows
- out flows
- in flows
- out flows
(6,753)
12,478
0
27
- in flows
- out flows
Total booked value
5,752
(6,753)
(6,472)
(281)
(256,283)
(247,809)
(8,474)
249,530
241,337
8,193
12,478
11,178
1,300
(458,768)
(415,303)
(43,465)
471,246
426,481
44,765
0
0
0
0
0
0
0
0
0
27
27
0
(914)
(914)
0
941
941
0
5,752
4,733
1,019
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
Group to offset the future cash flows arising from the aforementioned financial liabilities:
a) cash and cash equivalents for Euro 87,230 thousand and Euro 85,429 thousand
respectively as at 31 December 2012 and 31 December 2011;
b) trade receivables for Euro 311,233 thousand and Euro 267,801 thousand respectively
as at 31 December 2012 and 31 December 2011.
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 2012 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.
95
0
Result for the
period
Net equity
31 December 2012
GBP
USD
HKD
SGD
THB
AUD
Others
205
1,076
(246)
(1,167)
(445)
34
1,005
205
1,076
(246)
(1,167)
(445)
34
1,005
462
462
Result for the
period
Net equity
31 December 2011
GBP
USD
HKD
SGD
THB
AUD
Others
143
(690)
(19)
(871)
(531)
85
1,243
143
(690)
(19)
(871)
(531)
85
1,243
(640)
(640)
A 10% increase of the Euro against the following currencies as at 31 December 2012 and as at 31 December
2011 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.
Fair value
There are no financial assets or liabilities whose fair value significantly differs from their carrying amount.
96
Fair value hierarchy
IFRS 7 requires financial instruments recognized at fair value in the statement of financial position to be classified
on the basis of a hierarchy that reflects the significance of the inputs used in determining fair value. This
hierarchical classification applies the following levels:
Level 1 – quoted prices in active markets for the asset or liability being measured;
Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (i.e., as prices) or indirectly (i.e., derived from prices) on the market;
Level 3 – inputs that are not based on observable market data.
The assets and liabilities of Permasteelisa Group that are stated at fair value as at 31 December 2012 are all
classified at level 2 except the equity investments in not consolidated subsidiaries that are classified at level 3.
Fair value estimation
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 amount deriving from the valuation of these companies by the equity method is considered a good
approximation of their fair value.
Securities
The Group presently does not hold significant amounts of securities held for trading or available for sale of held
until their maturity.
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 31, 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 2012 the Group considers that there not retentions out of normal market conditions.
41. Commitments
As the balance sheet date, the Group has the followings commitments:
Operating leases
Payable:
less than 1 year
within 1 to 5 years
after 5 years
31 December
31 December
2012
2011
18,994
23,593
772
43,359
16,964
29,214
1,058
47,236
97
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. The increase of the period
concerns mainly Middle East, USA, Singapore and Hong Kong area.
Forward contracts
31 December
31 December
2012
2011
Commitments for forward foreign exchange contracts
Commitments for forward contracts on commodities
613,792
1,185
614,977
750,113
940
751,053
Commitments for forward foreign exchange contracts (buy)
Commitments for forward foreign exchange contracts (sell)
242,417
371,375
613,792
368,882
381,231
750,113
845
340
1,185
940
0
940
Commitments for forward contracts on commodities (buy)
Commitments for forward contracts on commodities (sell)
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 2012, the assessment of the “fair value” of currency hedging brought to the entry of profit for
Euro 5,887 thousand (2011: Euro 6,753 thousand) and loss for Euro 4,426 thousand (2011: Euro 12,478
thousand), booked respectively under the items forward assets (note 28) and forward liabilities (note 39). Note
that these amounts refer respectively for Euro 638 thousand (2011: Euro 5,106 thousand) and Euro 1,303
thousand (2011: Euro 1,227 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 13 thousand (2011: Euro 0 thousand) and loss for Euro 15 thousand (2011: Euro 27 thousand), entered
respectively under the items forward assets (note 28) and forward liabilities (note 39).
Other commitments
As at 31 December 2012 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:
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
There are no further relevant potential liabilities to highlight.
98
31 December
31 December
2012
2011
434,067
375,046
6,232
7,017
822,362
405,725
355,590
5,025
8,555
774,895
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 25, 26, 36 and 37 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
OOO Josef Gartner
RI.ISA d.o.o.
Total
2011
2012
0
1,595
4
1,599
0.0%
0.1%
0.0%
0.1%
0
2,247
79
2,326
0.0%
0.2%
0.0%
0.2%
1,365,484
100.0%
1,165,273
100.0%
Operating costs from not consolidated subsidiaries
OOO Josef Gartner
RI.ISA d.o.o.
Total
Total operating costs
2012
2011
0
1,182
10
1,192
0.0%
0.1%
0.0%
0.1%
0
1,136
1,010
2,146
0.0%
0.1%
0.1%
0.2%
1,307,547
100.0%
1,147,514
100.0%
The operating costs highlighted in the table above are mainly included in the item “raw materials and
consumables used” and “services expenses and use of third-party assets”.
Financial income to not consolidated subsidiaries
OOO Josef Gartner
RI.ISA d.o.o.
Total
2012
%
2011
%
0
0
0
0.0%
0.0%
0.0%
8
3
11
0.0%
0.0%
0.0%
31,447
100.0%
28,383
100%
There are not financial 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.
99
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
Permasteelisa S.p.A. Costs backcharge
Permasteelisa S.p.A. Offices rental
services purchase
100
Related party
Nicola Greco (Permasteelisa S.p.A.'s
Ceo)
Barioli Alessandro (Manager of
Permasteelisa S.p.A.)
Agolzer Arturo (Manager of
Crose Daniele (Manager of
Ferraro Antimo (Manager of
Primicerio Alfredo (Manager of
Mangiarotti Massimo (Manager of
Cordioli Marcello (Manager of
Barizza Marco (Manager of
Mauro Alessandro (Manager of
Mario Solimbergo (Manager of
Lixil Corporation (Direct shareholder)
Lixil Group Corporation (Ultimate
shareholder)
Fondazione Ugo e Olga Levi Onlus
Local
Revenue/(Cost) Receivable/(Payable) Revenue/(Cost) Receivable/(Payable)
in local
in local currency
in Euro
in Euro
currency
Currency
al 31 December
al 31 December
2012
2012
2012
2012
EURO
22,361.13
6,461.09
22,361.13
6,461.09
EURO
925.44
497.24
925.44
497.24
EURO
945.84
254.10
945.84
254.10
EURO
437.24
117.46
437.24
117.46
EURO
335.52
90.14
335.52
90.14
EURO
1,507.60
130.62
1,507.60
130.62
EURO
5,585.34
314.50
5,585.34
314.50
EURO
70.82
38.05
70.82
38.05
EURO
207.54
111.51
207.54
111.51
EURO
893.96
240.16
893.96
240.16
EURO
273.64
294.05
273.64
294.05
EURO
341,353.62
274,911.15
341,353.62
274,911.15
EURO
6,000.00
0.00
6,000.00
0.00
EURO
(301,192.00)
0.00
(301,192.00)
0.00
Permasteelisa S.p.A. Supply of
restructuring and
other structural
works
Permasteelisa S.p.A. Credit transfer from Fondazione Ugo e Olga Levi Onlus
Permasteelisa
Impianti S.r.l.
EURO
170,279.29
175,587.94
170,279.29
175,587.94
EURO
0.00
1,848,555.37
0.00
1,848,555.37
EURO
58,053.45
85,413.43
58,053.45
85,413.43
Permasteelisa S.p.A. Set off of
receivables/payables
existing between the
parties
EURO
0.00
(382,076.97)
0.00
(382,076.97)
Permasteelisa S.p.A. Costitution of
Temporary
association of
companies between
Permasteelisa
Impianti S.r.l. and
Sitie Impianti
Industriali S.p.A.
EURO
149.16
0.00
149.16
0.00
EURO
2,807.14
2,807.14
2,807.14
2,807.14
(582,128.21)
(884,628.21)
(452,805.58)
(670,477.65)
EURO
24,748.00
0.00
24,748.00
0.00
EURO
(120,000.00)
(11,960.00)
(120,000.00)
(11,960.00)
Permasteelisa S.p.A. Interest income on Fondazione Ugo e Olga Levi Onlus
set
off
of
Sitie Impianti Industriali S.p.A. (of
which Nicola Greco, Permasteelisa
S.p.A.'s Ceo, owns indirectly a
minority participation)
Permasteelisa
Interiors S.r.l.
Costs backcharge
Permasteelisa
Interiors S.r.l.
Ndia Project Doha
airport - with Sitie
Impianti Industriali
S.p.A.
Interest income on
set off of
Sitie Impianti Industriali S.p.A. (of
which Nicola Greco, Permasteelisa
S.p.A.'s Ceo, owns indirectly a
minority participation)
Consultancy
purchase
MAGEC (company controlled by
Etienne Gory, Permasteelisa France
S.a.s. Board of Directors's Chairman)
Permasteelisa
Interiors S.r.l.
Permasteelisa
France Sas
Francesco Fregonese (Manager of
Permasteelisa Interiors S.r.l.)
USD
101
Permasteelisa
(INDIA) Pvt Ltd
Permasteelisa
(INDIA) Pvt Ltd
Permasteelisa
(INDIA) Pvt Ltd
Materials supply
Permasteelisa
Gartner Middle East
LLC
Permasteelisa
Gartner Middle East
LLC
Sponsorship fees
Permasteelisa
Gartner Middle East
LLC
Sponsorship fees
Permasteelisa
Gartner Qatar
Sponsorship fees
Anodizing service
purchase
Rental services
purchase
Sponsorship fees
ECIE IMPACT Pvt Ltd (Company's
shareholder)
ECIE IMPACT Pvt Ltd (Company's
shareholder)
Almin and Gloss Pvt Ltd (Company
participated at 50% by the Director Bir
Mohan Singh)
Kamel Al Hadad (shareholder of the
Company at 51%)
The Links Group Ltd (Group
company, Permasteelisa Gartner
Qatar Llc, owned by 51% from Links
Commercial brokers Llc, part of the
Links Group Ltd)
Links Group Ltd)
Links Group Ltd)
INR
26,818.00
0.00
390.77
0.00
INR
(306,766.00)
(186,694.00)
(4,469.89)
(2,572.96)
INR
(5,279,776.00)
0.00
(76,931.60)
0.00
AED
(780,000.00)
0.00
(165,184.87)
0.00
AED
(80,000.00)
0.00
(16,942.04)
0.00
AED
(20,000.00)
0.00
(4,235.51)
0.00
QAR
181,500.00
0.00
38,774.94
0.00
revenue/receivable
676,100.44
cost/payable
(1,141,761.49)
2,395,823.95
(1,067,087.58)
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.
102
Transactions with key management personnel
The key management personnel compensations, as defined by IAS 24, are as follows:
Benefits for salaries, wages, compensations, bonus
Post-employment benefits
Other benefits
2012
2011
5,656
154
391
6,201
6,660
169
19,266
26,095
2012
2011
2,885
1,687
1,629
8,645
13,142
4,308
6,201
26,095
Total remuneration is included in personnel expenses and is as follows:
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) amount to Euro 1,345 million of which Euro 1,023
thousand for audit services, Euro 94 thousand for tax services and Euro 228 thousand for other services.
The fees referred only to the parent company Permasteelisa S.p.A. amount to Euro 172 thousand, of which Euro
108 thousand for audit services, Euro 0 thousand for fees related to tax advisory services and Euro 64 thousand
for other services for the limited review of consolidated financial statements.
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 2012
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.
103
Appendix to the Consolidated Financial Statements
104
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
Vittorio Veneto (TV)
Italy
6,900,000
EURO
Subsidiary
companies
Bleu Tech Montreal Inc.
Branch di Permasteelisa
S.p.A. in Azerbaijan
Dongguan
Permasteelisa Curtain
Wall Co. Ltd.
Gartner Contracting Co.
Ltd.
Gartner Steel and Glass
GmbH
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)
Baku (Republic of
Azerbaijan)
Guang Dong
(China)
Hong Kong (China)
100
CAD
100.00 Scheldebouw B.V.
100.00
N/A
AZN
100.00 Permasteelisa S.p.A.
100.00
5,304,888
CNY
99.52
Permasteelisa Pacific
Holdings Ltd.
100.00
21,429,500
HKD
99.52
Josef Gartner &
Co.(HK) Ltd.
100.00
Würzburg
(Germany)
Chonburi Province
(Thailandia)
Petaling Jaya
(Malaysia)
110,000,000
THB
1,000,000
MYR
Hong Kong (China)
70,000
HKD
London (UK)
20,000
GBP
Shanghai (China)
10,000,000
CNY
Taicang City
(China)
22,000,000
CNY
25,000
MOP
100,000
CHF
100.00 Josef Gartner GmbH
100.00
EURO
100.00
RUB
Josef Gartner GmbH
100.00 Gartner Steel and
Glass GmbH
99.00
1.00
Macao (China)
Arlesheim
((Switzerland)
Gundelfingen
(Germany)
500,000
10,000,000
EURO
99,52
Holdings Ltd.
69.66
Holdings Ltd.
99.52
Holdings Ltd.
Holdings Ltd.
99.52
Holdings Ltd.
74.64
95.54
Josef Gartner & Co.
(HK) Ltd.
100.00
100.00
70.00
100.00
100.00
75.00
100.00
96.00
OOO Josef Gartner
St. Petersburg
(Russia)
4,000,000
Permasteelisa Espaňa
S.A.U.
Madrid (Spain)
174,290
EURO
100.00
1,644,337
EURO
100.00
Scheldebow B.V.
99.999
0.001
Permasteelisa France
S.a.s.
Permasteelisa Gartner
Middle East Llc
Qatar Llc
Saudi Arabia Llc
Permasteelisa Hong
Kong Limited
Permasteelisa Impianti
S.r.l.
Permasteelisa Interiors
S.r.l.
Permasteelisa Ireland Ltd
Permasteelisa (India)
Courbevoie
(France)
Dubai (U.A.E.)
300,000
AED
49.00 (*)
Doha (Qatar)
200,000
QAR
49.00 (**)
Riyadh (Saudi
Arabia)
Hong Kong (China)
Vittorio Veneto
(Italy)
Vittorio Veneto
(Italy)
Dublin (Ireland)
Bangalore (India)
300,000
2,000,000
98,800
SAR
HKD
EURO
Qatar Llc
100.00
Middle East Llc
99.52
Holdings Ltd.
5.00
95.00
100.00
100.00
300,000
EURO
100.00
50,000
9,999,900
EURO
INR
75.64 Permasteelisa Pacific
100.00
76.00
105
Private Limited
Permasteelisa Japan
K.K.
Permasteelisa Macau
Limited
Permasteelisa Mongolia
Llc
Permasteelisa North
America Corp.
Holdings Ltd.
Permasteelisa
Philippines Inc.
Tokyo (Japan)
165,000,000
JPY
Macao (China)
100,000
MOP
130,000,000.00
MNT
30,132
USD
Ulaanbaatar
(Mongolia)
Windsor (USA)
Holdings Ltd.
Holdings Ltd.
99.52
Permasteelisa PTY
Ltd.
Permasteelisa Hong
98.52
Kong Limited
99.52
Holdings Ltd
100.00
54.25
45.27
SGD
Pasig City
(Philippines)
10,200,000
PHP
Permasteelisa PTY
Limited
Sydney (Australia)
15,434,956
AUD
Permasteelisa Taiwan
Ltd.
Taipei (Taiwan)
5,000,000
TWD
99.51
Permasteelisa Turkey
İnşaat Tіcaret Limited
Şirketi
Istanbul (Turkey)
22,275
TRY
100.00
Permasteelisa UK Ltd.
Londra (UK)
Scheldebouw UK Ltd.
Tower Installation Llc
Windsor (USA)
100.00
99.52
Josef Gartner GmbH
99.51
Holdings Ltd
Holdings Ltd.
99.52
Permasteelisa Hong
Kong Limited
30,941,800
Middelburg
(Holland)
Ascot (UK)
99.00
Singapore
Scheldebouw B.V.
99.80
0.20
99.99
54.17
45.83
Josef Gartner & Co.
(HK) Ltd.
99.99
99.9
S.r.l.
3,510,000
GBP
3,040,326
0.1
100.00
EURO
100.00
1,000
GBP
100.00
N/A
USD
100.00 Scheldebouw B.V.
Permasteelisa North
100.00
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) – in winding
up
REGISTERED
OFFICE
SHARE
CAPITAL
CURRENCY
% OF
CONSOLIDATION
OWNERSHIP
% OWNERSHIP
REGISTRATION
Milan
(Italy)
N/A (***)
EURO
-
S.r.l.
40.00
10.00
(***)The Consortium Capital Fund amounts to Euro 50,000
Considering the little impact as at 31 December 2012 and as at 31 December 2011, 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
REGISTERED OFFICE
Permasteelisa Do Brasil Construção,
Indústria, Comèrcio Ltda
San Paolo
(Brazil)
Budapest (Hungary)
Permasteelisa Épitőipari Kft – in winding up
Vittorio Veneto
(Italy)
SHARE
CURRENCY
CAPITAL
OWNERSHIP
Victoria (Australia)
RI.ISA d.o.o.
Rijeka (Croatia)
List of associated companies:
106
99.00
30,000
BRL
3,000,000
HUF
Permasteelisa North America Corp.
Pemasteelisa S.p.A.
1.00
100.00
99.00
1.00
100.00
50,000
EURO
AUD
Permasteel-isa (Victoria) PTY Ltd
%
OWNERSHIP
Registration
2
55,200
Permasteelisa PTY Ltd.
HRK
Pemasteelisa S.p.A.
98.55
COMPANY NAME
SHARE
CURRENCY
REGISTERED OFFICE
CAPITAL
Permasteelisa Projects (Thailand) Ltd
Chonburi Province
(Thailand)
Unifront B.V.
Ulft (Holland)
4,000,000
143,500
THB
EURO
OWNERSHIP
%
OWNERSHIP
Registration
Global Architectural Co. Ltd
48.99
Scheldebouw B.V.
26.27
List of other companies held by over 10%:
COMPANY NAME
REGISTERED OFFICE
Interoxyd AG
Altenrhein (Switzerland)
Dyepower Consorzio
Roma (Italy)
SHARE
CURRENCY
CAPITAL
50,000
N/A (****)
CHF
EURO
OWNERSHIP
%
OWNERSHIP
Registration
Scheldebouw B.V.
18.00
24.95
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.
The consolidation area variations, compared to December 2011, are the following:
- establisment of companies: Branch of Permasteelisa S.p.A. in Azerbaijan, Permasteelisa Mongolia Llc,
Permasteelisa Turkey İnşaat Tіcaret Limited Şirketi, Permasteelisa Do Brasil Construção, Indústria, Comèrcio
Ltda.
- winding up of Permasteelisa Singapore Pte, Ltd.
107
108
Statutory Financial Statements
109
Income statement
For the year ended 31 December 2012
Notes
2012
2011 (*)
100,467,337
1,749,606
102,216,943
111,357,011
1,507,664
112,864,675
(42,735,049)
(55,685,146)
(32,248,613)
(4,445,042)
641,200
(464,532)
(280,923)
24,469,428
1,853
(110,746,824)
(53,459,592)
(49,012,524)
(50,739,905)
(3,863,284)
0
(1,351,752)
(304,145)
20,933,706
29,819
(137,767,677)
(8,529,881)
(24,903,002)
37,375,621
(23,299,273)
14,076,348
43,491,027
(20,510,112)
22,980,915
0
0
5,546,467
2,617,360
8,163,827
0
0
(1,922,087)
3,914,633
1,992,546
In Euro
Revenues
Personnel expenses
Depreciation, amortization and impairment losses
Bad debts provision, net
Provision for risks and charges, net
Cost Recovery
Operating result
4
1
5
5
6
7
8
9
10
Financial income
Financial expenses
Net financial expenses
11
Profit/(loss) before tax
Income tax expense
Profit/(loss) after tax
12
11
11
13
14
(*) Please note that the data for the year 2011 were reclassified compared with those reported in the Statutory financial statements relating to
last year, in order to make them comparable with 2012. The item Cost recovery was reclassified as a reduction of the related costs, rather
than as an increase in revenues.
110
Statement of comprehensive income
2012
2011
Profit/(loss) of the period (A)
8,163,827
1,992,546
Hedging reserves for risks variation, net of tax
Branch translation Gains/ (Losses)
Actuarial Gains/(Losses)
972,296
(126)
(271,214)
(613,760)
0
0
700,956
(613,760)
8,864,783
1,378,786
In Euro
Total Other comprehensive income, net of tax (B)
Total Comprehensive income/(loss) (A)+(B)
111
as at 31 December 2012
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 subsidiaries
Financial receivables from subsidiaries
Income tax receivables
Other current assets
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
Severance indemnity fund
Deferred tax liabilities
Total non-current liabilities
Excess of progress billings over work-in-progress
Trade payables to subsidiaries
Financial payables to subsidiaries
Other current liabilities
Total current liabilities
Total net equity and liabilities
112
26
26
26
26
26
26
26
26
26
26
26
27
28
19
29
27
20
20
30
31
31
32
31 December
2012
31 December
2011
8,691,039
29,565,680
318,779,329
1,029,104
16,351,699
374,416,851
19,366,099
29,880,238
33,289,334
91,495,372
1,180,123
10,729,825
1,620,664
187,561,655
9,224,614
30,773,323
318,701,688
634,104
13,385,943
372,719,672
10,707,540
31,429,240
29,368,863
36,627,662
1,536,413
16,625,186
17,840,584
144,135,488
561,978,506
516,855,160
6,900,000
1,380,000
0
0
(271,214)
(126)
356,663
10,215
168,912,531
1,992,546
8,163,827
187,444,442
6,900,000
1,380,000
0
0
0
0
(587,559)
(17,859)
168,912,531
0
1,992,546
178,579,659
0
2,132,384
11,277,344
11,568,434
24,978,162
166,836,360
3,558,281
5,446,885
29,982,265
6,348,530
127,302,885
10,080,696
349,555,902
0
1,767,448
11,288,785
11,103,901
24,160,134
50,012,586
6,021,962
952,084
35,108,069
6,366,677
186,484,402
29,169,587
314,115,367
561,978,506
516,855,160
2012
2011
8,164
(1,922)
(1,103)
5,279
4,445
(29)
465
(641)
0
(68)
63
8,411
(1,171)
4,177
3,863
(13)
1,352
0
0
(128)
74
8,154
Changes in operating activities:
- Changes in foreign exchange risk hedging reserve
- Changes in commodities risk hedging reserve
- Changes in contracts work-in-progress (net)
- Changes in trade receivables/payables from/to third parties
- Changes in trade receivables/payables from/to subsidiaries
- 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
943
28
(6,627)
(2,936)
(3,939)
(15,715)
0
(5,279)
1,103
6
(32,416)
(596)
(18)
7,784
3,744
(10,100)
3,111
(734)
(3,906)
1,171
Net cash flows generated by operating activities (A)
(15,841)
6,688
Cash flows generated (absorbed) by investing activities
Purchases of tangible and intangible assets
Proceeds from disposal of tangible and intangible assets
Changes in other equity investments
Changes in subsidiaries equity investments
Net cash flows absorbed by investing activities (B)
(2,722)
42
(395)
(78)
(3,153)
(3,808)
157
(349)
0
(4,000)
Cash flows generated (absorbed) by financing activities
Changes in intercompany current accounts
Dividends paid to Permasteelisa S.p.A. shareholders
Net cash flows absorbed by financing activities (C)
(114,049)
0
(114,049)
(65,082)
(19,800)
(84,882)
(133,043)
(82,194)
(32,172)
50,022
(165,215)
(32,172)
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, net
- Bad debts provision, net
- Equity investments write-downs/(revaluations)
- Severance indemnity fund payments to employees
- Severance indemnity fund expenses
Total adjustments
Net increase/(decrease) in cash surplus/(deficit) (A+B+C)
Net cash surplus/(deficit) as at 1 January (D)
Net cash surplus/(deficit) as at 31 December (A+B+C+D)
456
113
Net cash surplus/(deficit) includes:
Cash in hand
Bank overdrafts and other short-term loans
1,619
2
(166,836)
(165,215)
17,838
3
(50,013)
(32,172)
(*) 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, provisions for risks and charges.
114
Share
capital
Legal
reserve
Share
premium
Revaluation
reserve
Merger
surplus
reserve
Other
merger
reserve
Ias conversion
reserve (nonavailable)
Other Ias
conversion
reserve
Translation
reserve
Foreign
exchange
risk
hedging
reserve
Commodities
risk hedging
reserve
IAS 19
Reserve
Retaine
d
earning
s
Net Equity
6,900
1,380
16,416
3,523
710
172,482
312
(103)
0
8
0
0
(4,626)
197,000
Balance as at 1st
January 2011
Income (expenses)
recognized directly in
equity:
Foreign exchange risk
hedging reserve variation
Commodities risk hedging
reserve variation
Interest rate risk hedging
reserve variation
(595)
(595)
(18)
(18)
0
0
0
0
0
0
0
0
0
0
(595)
(18)
0
Total Income
(expenses) for the
period
Transactions with
shareholders:
Allocation of prior year net
profit
Dividends
0
0
115
0
0
(397)
(3,523)
(706)
(16,018)
Roundings
Balance as at 31
December 2011
0
0
0
0
0
(595)
(18)
0
0
(614)
1,993
1,993
1,993
1,380
4,626
(3,782)
(0)
(19,800)
(1)
(1)
0
0
(16,416)
(3,523)
(706)
(3,782)
0
0
0
0
0
0
4,626
(19,801)
6,900
1,380
(0)
(0)
4
168,700
312
(103)
0
(587)
(18)
0
1,993
178,580
Share
Capital
Legal
reserve
Share
premium
Revaluation
reserve
Merger
surplus
reserve
Other
merger
reserve
Ias
conversion
reserve (nonavailable)
Other Ias
conversion
reserve
Translation
reserve
Foreign
exchange
risk
hedging
reserve
Commodities
risk hedging
reserve
IAS 19
Reserve
Retained
earnings
Net equity
6,900
1,380
(0)
(0)
4
168,700
312
(103)
0
(587)
(18)
0
1,993
178,580
Balance as at 1 st January 2012
Income (expenses) recognizeddirectly in equity:
(0)
Translation reserves
0
944
Foreign exchange risk hedging reserve variation
944
28
Commodities risk hedging reserve variation
28
0
Interest rate risk hedging reserve variation
(271)
0
0
0
0
0
0
0
0
0
944
28
(271)
0
0
0
0
0
0
0
0
0
944
28
(271)
Total Income (expenses) for the period
(271)
0
701
8,164
8,164
8,164
8,865
Allocation of prior year net profit
0
Dividends
0
Roundings
Please refer to note 26
116
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
6,900
1,380
(0)
(0)
4
168,700
312
(103)
0
357
10
(271)
10,157
187,445
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 2012.
The draft Financial Statements were approved by the Board of Directors on 27 March 2013 and will be submitted
for approval by Shareholders’ meeting convened for 30 April 2013.
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
2011.
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 2011 are prepared in thousands of Euro and are characterised as
follows:
The method whereby assets and liabilities are broken down into “current and non-current” was adopted.
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.
The indirect method was employed.
The statement that shows all the changes of the net equity was adopted.
Accounting principles
(a) Statement of compliance
The Statutory Financial Statements 2012 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
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
117
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 2011, except for:
- the early application and retrospective of the revised version of IAS 19 - Employee Benefits, the effects of which
are described in the notes to the letter q. This amendment did not result in the restatement of the income
statement of year 2011, as the amount was not significant. Instead, in the financil statement of year 2012,
resulted the registration of an actuarial loss as component of the comprehensive income statement for an
amount, net of tax, of Euro 271,214.
- the new principles / interpretations set out in this paragraph under letter y.
With reference to the comparative figures as at 31 December 2011, provided for for comparative purposes in the
balance sheet and in the notes, the following reclassification was made with respect to that one reported in the
Statutory financial statements as at 31 December 2011: the caption “Other revenues” has been decreased Euro
20,933,707 and the caption “Cost Recovery” has been increased for the same amount.
(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 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 Statutory Financial Statements.
(c) 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 2012 and the comparative exchange rates of the
previous year are as follows:
31 December 2012
Currency
Thai Baht
Danish Krone
Norwegian Krone
Dubai Dirham
118
31 December 2011
balance sheet date
Average exchange
rate of the year
balance sheet date
Average exchange
rate of the year
40.347
7.461
7.3483
4.846174
39.943558
7.443761
7.47547
4.721982
40.991
7.4342
7.754
4.75237
42.424725
7.450676
7.793318
5.111683
Australian Dollar
Canadian Dollar
Hong Kong Dollar
Singapore Dollar
Taiwan Dollar
Usa Dollar
Hungarian Forint
Swiss Franc
Croatian Kuna
Manat Azerbaigian
Pataca Macau
Philippine Peso
Chinese Renminbi
Malayan Ringitt
Riyal Qatar
Riyal Saudi Arabia
Russian Ruble
Indian Rupia
Israeli Shekel
Pound Sterling
Korean Won
Japanese Yen
Polish Zloty
1.2712
1.3137
10.226
1.6111
38.326196
1.3194
292.3
1.2072
7.5575
1.035069
10.533188
54.107
8.2207
4.0347
4.803942
4.948379
40.3295
72.56
4.9258
0.8161
1,406.23
113.61
4.074
1.24134
1.284793
9.972554
1.606169
38.011975
1.285603
289.323167
1.205303
7.521322
1.00941025
10.269801
54.273467
8.109417
3.968913
4.680858
4.821313
39.923767
68.629483
4.953732
0.811096
1,448.1950
102.621158
4.184332
1.2723
1.3215
10.051
1.6819
39.1835
1.2939
314.58
1.2156
7.537
n/a
10.3504
56.754
8.1588
4.1055
4.71164
4.85236
41.765
68.713
4.9453
0.8353
1,498.69
100.2
4.458
1.348158
1.375641
10.834008
1.749067
40.885375
1.39171
279.309083
1.233984
7.438383
n/a
11.153175
60.259108
8.996063
4.255263
5.067698
5.219397
40.879717
64.866875
4.976054
0.867768
1,541.0467
111.020833
4.118705
(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 in currencies other than Euro.
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.
Derivative financial instruments are recognised initially at cost. Subsequent to initial recognition, derivative
financial instruments are stated at 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 currency other than Euro.
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 a
rough estimation of the future cash flows timing and subsequently in:
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- 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 gain or loss is recognized immediately in the financial components of 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
recognized in the net equity are recognized 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
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 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 aluminum
purchase for the contracts work-in-progress. When the Company 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 Company 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.
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The ineffective part of any profit or loss is recognised immediately in the financial components of 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 of the price risk on the future cash flows payments related to aluminum 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 no longer expected to take place, the accumulated losses or profits on the
accumulated price difference entered in the net equity are recognized immediately in the income statement as
financial components.
Finally, according to the Company policy the price risk on commodities is made on the spot rate; as a
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
33 years
plant and machinery
7-25 years
equipment
4-5 years
other assets
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
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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.
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
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. 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:
-
rights to use intellectual property (software)
capitalized 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. 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 company’s interest is reduced to zero and a
liability is recognized for its share of the additional losses. 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
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productive activity. The policy adopted by the Company 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-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 selected as a Company 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.
(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
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
recognised.
(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
The severance indemnity fund, showed in the statement of financial position, compulsory for the Italian Group
companies according to law n. 297/1982, exclusively refers to the amount accrued before 2007; it is considered
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under IFRS a defined benefit plan and therefore it is calculated according to the method described in the
previous paragraph.
choices; consequently, according to IAS 19, obligations towards INPS and contributions to complementary
pension funds take on the nature of defined contribution plan.
In accordance with IAS 19 - Employee benefits, severance pay as calculated is the nature of defined benefit
plans and the related liability recognized in the balance sheet is determined by actuarial calculations.
Following the early adoption of the revised IAS 19 - Employee Benefits, the recognition of changes in actuarial
gains / losses ("remeasurements") is recorded in the other components of the Statement of comprehensive
income. The cost related to the performance of work for the Group's Italian companies with fewer than 50
employees, as well as the interest costs related to the component of the "time value" in actuarial calculations are
recorded in the income statement.
(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, 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 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.
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(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.
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 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.
Permasteelisa S.p.A. and its Italian subsidiaries Permasteelisa Interiors S.r.l., Permasteelisa Impianti S.r.l. has
elected to take part in the domestic tax consolidation program pursuant to Articles 117/129 of the Consolidated
Income Tax Act (T.U.I.R.); the election was made for a three-year period beginning in 2005. The election was
renewed for three-year period 2008-2010; during 2010, following to the acquisition of Permasteelisa S.p.A. by
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Terre Alte S.p.A., the company Montrachet S.p.A., holding company of Terre Alte S.p.A., chose to take part in the
domestic tax consolidation program for the three-year period 2010-2012 with the joining of all its subsidiaries and
consequently the interruption of the previous election made by Permasteelisa S.p.A.
Permasteelisa S.p.A acts as the consolidating company in this program and calculates a single taxable base for
the group of companies taking part, enabling benefits to be realized from the offsetting of taxable income and tax
losses in a single tax return. Each company participating in the consolidation transfers its taxable income or tax
loss to the consolidating company. Permasteelisa S.p.A. recognizes receivables from companies contributing
taxable income, corresponding to the amount of IRES (corporate income tax) paid on its behalf. In the case of a
company contributing a tax loss to the consolidation, Permasteelisa S.p.A. recognizes a payable to that company
for the amount of the loss actually set off at group level.
(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 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 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.
(y) New accounting principles
Accounting standards, amendments and interpretations applied since 1 January 2012
On 7 October 2010, the IASB issued amendments to IFRS 7 – Financial Instruments: Disclosures, adopted
prospectively by the Group from 1 January 2012. The amendments allow users of financial statements to
improve their understanding of transfers (“derecognition”) of financial assets, including an understanding of the
possible effects of any risks that may remain with the entity that transferred the assets. The amendments also
require additional disclosures if a disproportionate amount of a transfer transaction is undertaken at the end of a
reporting period. The application of these amendments had no significant effect on the disclosures presented in
this Annual report nor on the measurement of the related items.
Accounting standards and amendments not yet applicable and early adopted by the Company
On 16 June 2011, the IASB issued an amendment to IAS 19 – Employees benefits that eliminates the option to
defer the recognition of gains and losses, with the corridor method, requiring the presentation in the financial
position of the deficit or surplus of the fund, and the recognition of expenses related to employee service and net
financial expenses in the income statement, and the recognition of actuarial gains and losses arising from the
remeasurement of assets and liabilities in "Other comprehensive gains / (losses)".
disclosures to be provided in the notes to the financial statements. The amendment must be applied
retrospectively from the year beginning on or after 1 January 2013. Permasteelisa S.p.A. has decided to apply,
as permitted, such changes in advance from the Annual Report as at 31 December 2012.
Accounting standards, amendments and interpretations effective from 1 January 2012 but not applicable
to the Company
The following amendment, effective from 1 January 2012, relates to matters that were not applicable to the
Group at the date of this Annual Report, but may affect the accounting for future transactions or arrangements.
- On 20 December 2010, the IASB issued a minor amendment to IAS 12 – Income Taxes which clarify the
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accounting for deferred tax relating to investment properties measured at fair value. The amendment introduces
the presumption that the carrying amount of deferred taxes relating to investment properties measured at fair
value under IAS 40 will be recovered through sale. As a result of the amendments, SIC - 21 Income Taxes –
Recovery of revalued non depreciable assets no longer applies. These amendments are effective retrospectively
for annual periods beginning on or after 1 January 2012.
Accounting standards and amendments not yet applicable and not early adopted by the Company
On 12 May 2011, the IASB issued IFRS 10 – Consolidated Financial Statements replacing SIC-12 –
Consolidation:Special Purpose Entities and parts of IAS 27 – Consolidated and Separate Financial Statements
(subsequently reissued as IAS 27 - Separate Financial Statements which addresses the accounting treatment of
investments in separate financial statements). The new standard builds on existing principles by identifying the
concept of control as the determining factor in whether an entity should be included in the consolidated financial
statements of the parent company. The standard provides additional guidance to assist in the determination of
control where this is difficult to assess. The standard is effective retrospectively, at the latest for annual reporting
periods beginning on or after 1 January 2014. At the date of this Annual Report the Company is assessing any
effects which may result from the adoption of the standard.
On 12 May 2011, the IASB issued IFRS 11 – Joint Arrangements superseding IAS 31 – Interests in Joint
Ventures and SIC 13 – Jointly Controlled Entities: Non Monetary Contributions by Venturers. The new standard
provides the criteria for identifying joint arrangements by focusing on the rights and obligations of the
arrangement, rather than its legal form and requires a single method to account for interests in jointly controlled
entities, the equity method.
The standard is effective retrospectively, at the latest for annual reporting periods beginning on or after 1 January
2014. Following the issue of the new standard, IAS 28 – Investments in Associates has been amended to include
accounting for investments in jointly controlled entities in its scope of application (from the effective date of the
standard). At the date of this Annual Report, the Company is assessing any effects which may result from the
adoption of the standard.
On 12 May 2011, the IASB issued IFRS 12 – Disclosure of Interests in Other Entities, a new and comprehensive
standard on disclosure requirements for all forms of interests in other entities, including subsidiaries, joint
arrangements, associates, special purpose vehicles and other unconsolidated vehicles. The standard is effective
at the latest for annual reporting periods beginning on or after 1 January 2014. At the date of this Annual Report,
the Company is assessing any effects which may result from the adoption of the standard.
On 12 May 2011, the IASB issued IFRS 13 – Fair Value Measurement, clarifying the determination of the fair
value for the purpose of the financial statements and applying to all IFRSs permitting or requiring a fair value
measurement or the presentation of disclosures based on fair value. The standard is effective prospectively from
1 January 2013. The application of this new standard is not expected to have any significant effects on the
Company’s financial statement.
On 16 June 2011, the IASB issued an amendment to IAS 1 – Presentation of Financial Statements requiring
companies to group together items within other comprehensive income that may be reclassified to the profit or
loss section of the income statement. The amendment is applicable for periods beginning on or after 1 July 2012.
The application of this amendment is not expected to have any significant effects on the measurement of items in
the Company’s financial statement.
On 16 December 2011, the IASB issued certain amendments to IAS 32 – Financial Instruments: Presentation to
clarify the application of certain offsetting criteria for financial assets and financial liabilities in IAS 32. The
amendments are effective for annual periods beginning on or after 1 January 2014 and are required to be applied
retrospectively.
On 16 December 2011, the IASB issued certain amendments to IFRS 7 – Financial Instruments: Disclosures.
The amendments require information about the effect or potential effect of netting arrangements for financial
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assets and liabilities on an entity’s financial position. Entities are required to apply the amendments for annual
reporting periods beginning on or after 1 January 2013, and interim periods within those annual periods. The
required disclosures should be provided retrospectively. The application of this interpretation is not expected to
have any significant effects on the Company’s financial statement.
In addition, at the date of this Annual report, the European Union had not yet completed its endorsement process
for these standards and amendments:
- On 12 November 2009, the IASB issued a new standard IFRS 9 – Financial Instruments that was subsequently
amended. The standard, having an effective date for mandatory adoption of 1 January 2015 retrospectively,
represents the completion of the first part of a project to replace IAS 39 and introduces new requirements for
the classification and measurement of financial assets and financial liabilities. The new standard uses a single
approach to determine whether a financial asset is measured at amortised cost or fair value, replacing the many
different rules in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial instruments
and the contractual cash flow characteristics of the financial assets. The most significant effect of the standard
regarding the classification and measurement of financial liabilities relates to the accounting for changes in fair
value attributable to changes in the credit risk of financial liabilities designated as at fair value through profit or
loss. Under the new standard these changes are recognised in Other comprehensive income and are not
subsequently reclassified to the income statement.
-On 17 May 2012, the IASB issued a set of amendments to IFRS’s (“Annual Improvement to IFRS’s – 2009 –
2011 Cycle”) that are applicable retrospectively from 1 January 2013; set out below are those that may lead to
changes in the presentation, recognition or measurement of financial statement items, excluding those that only
regard changes in terminology or editorial changes having a limited accounting effect and those that affect
standards or interpretations that are not applicable to the Company:
- IAS 1 – Presentation of Financial Statements: the amendment clarifies the way in which comparative
information should be presented when an entity changes accounting policies or retrospectively restates or
reclassifies items in its financial statements and when an entity provides comparative information in addition to
the minimum comparative financial statements;
- IAS 16 – Property, plant and equipment: the amendment clarifies that items such as spare parts, stand by
equipment and servicing equipment, shall be recognised in accordance with IAS 16 when they meet the definition
of Property, plant and equipment, otherwise such items shall be classified as Inventory;
- IAS 32 – Financial instruments: Presentation: the amendment eliminates an inconsistency between IAS 12–
Income Taxes and IAS 32 concerning the recognition of taxation arising from distributions to shareholders,
establishing that these shall be recognised in profit or loss to the extent the distribution refers to income
generated by transactions originally recognised in profit or loss.
129
Notes to the Statutory Financial Statements
1. Operating revenues
Operating revenues by geographical segments are shown in the following table.
2012
2011
Italy
United Kingdom
France
Saudi Arabia
United States
Turkey
Ukraine
Germany
Azerbaijan
Nigeria
Japan
The Netherlands
Qatar
Hong Kong
Dubai
Spain
Ireland
Thailand
China
Abu Dhabi
Luxembourg
Singapore
Switzerland
Australia
India
Total
31,702
36,654
9,122
7,550
5,183
4,270
1,784
1,694
1,197
816
646
551
266
249
190
114
101
56
27
22
22
1
0
0
0
52,976
20,901
3,538
18,066
733
0
8,932
95
0
3,106
0
154
1,418
13
1,023
439
879
9
285
2
0
4
285
1
6
102,217
112,865
2. Non-current assets classified as held for sale
As at 31 December 2012, there were no non-current assets classified as held for sale in the Company.
3. Acquisitions of subsidiaries
No acquisitions incurred during the period.
4. Other operating income
Gains on tangible and intangible assets disposals
Rental income
Insurance indemnities
Sale of scraps
Recovery from supplier
Other revenues
130
2012
2011
29
786
2
340
27
566
1,750
16
725
9
354
0
404
1,508
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 project orders executed in each period.
The percentage impact of the sum of the two captions over the total operating revenues increased from 91% to
96% due to lower jobs profitability.
The item services expenses and use of third party assets includes remuneration due to the auditors amounting to
Euro 90 thousand (2011: Euro 90 thousand).
6. Personnel expenses
Wages and salaries
Social contributions
Increase in liability for severance indemnities fund
Severance indemnities
Other personnel costs
2012
2011
23,614
6,241
63
1,478
853
32,249
24,015
6,650
75
1,482
18,518
50,740
The caption includes Directors remunerations for Euro 1,803 thousand (2011: Euro 2,209 thousand).
The average workforce for the period was 534 units (2011: 533).
The main increase in the caption “Other personnel costs” is due to the fact that the 2011 figure includes Euro
17,651 thousand related to the recognition of the Phantom Stock Options to the Chairman and to the Chief
Executive Officer of Permasteelisa S.p.A. and to some Company’s Top Managers.
7. Depreciation, amortization and impairment losses
Intangible assets amortization
Tangible assets amortization
2012
2011
1,529
2,916
1,089
2,774
4,445
3,863
8. Bad debts provision, net
During 2012 the fund has been reversed for Euro 641 thousand, following a settlement agreement reached with
the customer.
9. Provision for risks and charges, net
Provision for disputes and legal actions
Provision for warranties
Provision for jobs
Other provisions
131
2012
2011
350
(31)
146
0
1,100
252
0
0
465
1.352
Provision for disputes and legal actions mainly concerned a few litigations on Italian and German market.
The provision for risks is mainly related to the Italian and Turkish market.
Please refer to note 29 relating to Provisions for risks and charges for a more detailed analysis.
10. Other operating expenses
Other taxes
Losses on tangible and intangible assets disposals
Other expenses
2012
2011
230
0
51
185
3
116
281
304
The item “Other expenses” for the year 2012 includes Euro 31 thousand (2011: Euro 97 thousand) concerning
losses for final settlements and verdicts for the portion in excess of the provisions for risks previously already
booked in the financial statements.
11. Net financial expenses
2012
2011
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
18,282
822
0
281
17,074
0
765
152
37,376
27,169
596
14
561
14,359
0
686
106
43,491
Interest expenses from subsidiaries
Bank interests expenses
Loan charges
Exchange rate losses
Commodities losses
Bank charges
Other interests expenses
Financial expenses on foreign currency risk hedging
Commercial expenses on foreign currency risk hedging
2,127
2,379
750
17,120
0
72
24
285
543
3,830
305
849
14,500
0
82
42
816
86
Total net financial expenses
23,300
14,076
20,510
22,981
12. Revaluation of equity investments
There were no revaluations of equity investments in year 2012.
13. Write-downs of equity investments
There were no revaluations of equity investments in year 2012.
132
14. Income tax expense
Taxes recognised in the income statement
Current tax expense
Income/(Expenses) for Italian national tax consolidation (Ires)
Ires
Irap
Others
Adjustments for prior years
Deferred tax expense
Origination and reversal of temporary differences (Ires)
Origination and reversal of temporary differences (Irap)
Adjustments for prior years
Tax losses
Total income tax expense in the income statement
2012
2011
(200)
0
630
417
(148)
699
0
0
619
808
477
1,904
2,721
(28)
85
(6,094)
(3,316)
(2,617)
(2,502)
66
1,724
(5,107)
(5,819)
(3,915)
Reconciliation of effective tax rate
Profit before tax
Income tax using the domestic corporation tax rate (Ires)
Non-deductible expenses
Effect of majored tax rate on specific gains
Tax exempt revenues
Tax benefits not recognised in the income statement
Under/(Over) provision for prior year deferred tax
Under/(Over) provision for prior year current tax
Irap
Other
2012
2012
2011
5,546
2011
(1,922)
27.5%
-7.7%
9.3%
-84.6%
0.0%
1,525
(426)
517
(4,690)
0
27.5%
-9.2%
-42.0%
377.6%
0.0%
(529)
177
808
(7,258)
0
1.5%
-2.7%
9.4%
0.0%
-47.2%
85
(148)
520
0
(2,617)
-89.7%
-24.8%
-35.7%
0.0%
203.7%
1,724
477
686
0
(3,915)
The fiscal burden amounting to -47.2% (2011: 203.7%) is mainly due to the considerable value of non-taxable
income that can be mostly referred to dividends received from the United States for Euro 8,776 thousand, 95%
tax exempt and from Germany for Euro 9,506 thousand, 100% tax exempt.
133
15. Intangible assets
Acquisitions
Other increases
Other decreases
Amortization
Development
costs
Rights to use
intellectual
property
Other intangible
assets
Intangible assets
in progress and
advances
Total
44
2,108
281
544
4,595
2,328
958
(44)
0
(775)
2,158
(270)
4,325
2,742
9,075
1,239
544
(544)
(1,089)
9,225
581
(537)
44
6,950
(4,842)
2,108
10,523
(5,928)
4,595
2,328
0
2,328
20,382
(11,307)
9,075
581
(581)
(0)
7,776
(5,618)
2,158
10,523
(6,198)
4,325
2,742
0
2,742
21,622
(12,397)
9,225
Development
costs
Rights to use
intellectual
property
Other intangible
assets
Intangible assets
in progress and
advances
Total
0
2,158
503
2,664
4,325
2,742
492
0
(1,285)
4,040
(244)
4,081
570
9,225
995
2,664
(2,664)
(1,529)
8,691
581
(581)
(0)
7,776
(5,618)
2,158
10,523
(6,198)
4,325
2,742
0
2,742
21,622
(12,397)
9,225
581
(581)
(0)
10,943
(6,903)
4,040
10,523
(6,442)
4,081
570
22,617
(13,926)
8,691
(544)
Carrying amounts
Cost
Cost
Acquisitions
Other increases
Other decreases
Amortization
(2,664)
Carrying amounts
Cost
Cost
570
The increases for the period in the software category under the item “Rights to use intellectual property” are
mainly due tor other development and the purchase of new licences. In particular, it was necessary to purchase
licenses for the SAP ERP system for Euro 200 thousand and Euro 27 thousand for other software; furthermore
the development of document management tool interfaced with SAP and PMF (integrated tool for design and
engineering of the product, developed on the basis of Autodesk products) amounted to Euro 41 thousand, SAP
134
roll out project amounted to Euro 53 thousand, while further developments PMF concluded in the year amounted
to Euro 65 thousand .
The increases for the period in the category “Other intangible assets” are mainly due to the purchase of
additional SAP licenses (Euro 200 thousand) to cover the increase that will come with the further development of
the ERP, to the development of projects related to SAP document management and the roll out of the Russian
subsidiary (Euro 91 thousand), to the design of a software resource planning and factory planning (Euro 63
thousand), to further developments of PMF (Euro 86 thousand) and to the modification and development of the
Company's intranet site (Euro 24 thousand).
The management considered that, with respect to 31 December 2011, no specific impairment losses occurred
which would have led the Company to measure the recoverable value of intangible assets through the relevant
impairment test.
135
16. Tangible assets
Acquisitions
Other increases
Disposals
Other decreases
Depreciation
Exchange rate adjustment
Land and buildings
Plant and machinery
Equipments
Other tangible assets
Tangible assets in
progress and
advances
Total
21,749
6,837
1,006
244
1,323
297
60
841
361
52
(2)
371
905
31,121
2,569
356
(143)
(356)
(2,774)
(855)
(1,225)
(366)
(141)
(356)
(328)
0
20,894
6,862
1,314
924
779
30,773
21,749
20,894
6,837
6,862
1,323
1,314
841
924
371
779
31,121
30,773
28,540
(6,791)
21,749
18,611
(11,774)
6,837
4,661
(3,338)
1,323
3,338
(2,497)
841
371
0
371
55,521
(24,400)
31,121
28,540
(7,646)
20,894
19,840
(12,978)
6,862
5,013
(3,699)
1,314
2,732
(1,808)
924
779
0
779
56,904
(26,131)
30,773
Carrying amounts
At 1 January 2011
At 31 December 2011
Cost
Accumulated depreciation
Cost
136
Acquisitions
Other increases
Disposals
Other decreases
Depreciation
Land and buildings
Plant and machinery
Equipments
(*)
Other tangible assets
(*)
Tangible assets in
progress and
advances
Total
20,894
41
6,862
488
664
1,314
114
1
924
588
75
(1)
779
497
(858)
(1,355)
(306)
(397)
20,077
6,659
1,123
1,189
(6)
518
30,773
1,728
740
(13)
(740)
(2,916)
(6)
29,566
20,894
20,077
6,862
6,659
1,314
1,123
924
1,189
779
518
30,773
29,566
28,540
(7,646)
20,894
19,840
(12,978)
6,862
5,013
(3,699)
1,314
2,732
(1,808)
924
779
0
779
56,904
(26,131)
30,773
28,581
(8,504)
20,077
20,716
(14,057)
6,659
5,128
(4,005)
1,123
3,260
(2,071)
1,189
518
58,203
(28,637)
29,566
(12)
(740)
Carrying amounts
At 1 January 2012
At 31 December 2012
Cost
Cost
137
518
The investments as regards:
- “Plant and Machinary” to the purchase of 1 glass manipulator (Euro 72 thousand), to equipments such as
suction cup groups, electrospindles (Euro 70 thousand), to the purchase of a line screen printing and
laminating glass for Dyepower project (Euro 235 thousand), to the the improvement of the air
conditioning and electrical plants, and to other interventions in the site of Vittorio Veneto and San
Vendemiano (Euro 124 thousand);
- “Equipments” mainly to the purchase of furnitures and fittings (approximately Euro 83 thousand) and to
other equipment such as riveting, punching and accumulators for Euro 27 thousand;
“Other tangible assets” to the investments for workstation and laptop (Euro 81 thousand), for server
(Euro 312 thousand) and for other hardware (Euro 137 thousand);
- "Tangible assets in progress and advances" mainly to work on the construction of a new store for Euro
183 thousand, for the modernization of the fire alarm site of Vittorio Veneto (Euro 35 thousand) and the
new electrical system of the CED (Euro 31 thousand).
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
As at 31 December 2012 the tangible assets under construction relate mainly to work on the construction of a
new store (Euro 183 thousand), to the modernization of the fire alarm site of Vittorio Veneto (Euro 35 thousand)
and to the new electrical system of the CED (Euro 31 thousand).
Other information
As at 31 December 2012 the Company does not have mortgages on buildings or other tangible assets.
17. Equity investments in subsidiaries
The Company has the following equity investments in subsidiaries:
% ownership
Country
Permasteelisa Impianti S.r.l.
Josef Gartner GmbH
Permasteelisa Espana S.A.U.
Permasteelisa France S.a.s.
Permasteelisa Interiors S.r.l.
Permasteelisa Ireland Ltd.
Permasteelisa Pacific Holdings Ltd.
Scheldebow B.V.
Permasteelisa Turkey Insaat Ticaret Limited Sirketi
Permasteelisa Do Brasil Construcao, Industria, Comercio
Ltda
Permasteelisa Epitoipari KFT - Winding – up
RI.ISA d.o.o
138
Carrying amount
31
December
2012
31
December
2011
31
Decembe
r 2012
31
Decembe
r 2011
Italy
Germany
Spain
France
USA
Italy
UK
Ireland
Singapore
Netherlands
Turkey
Italy
Brazil
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
54.25%
100.00%
99.90%
99.00%
99.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
54.25%
100.00%
0%
0%
0%
1,007
151,544
2,560
1,462
33,884
3,162
754
0
38,104
86,133
10
50
18
1,007
151,544
2,560
1,462
33,884
3,162
754
0
38,104
86,133
0
0
0
Hungary
Croatia
100.00%
98.55%
100.00%
98.558%
15
76
15
76
318,779
318,701
Summary financial information on subsidiaries:
Assets
Liabilities
Net Equity
Revenues
Profit/(loss)
31 December 2012
Josef Gartner GmbH
Scheldebow B.V.
PermasteelisaTurkeyInsaatTicaretLimitedSirketi
Permasteelisa DoBrasil (**)
Permasteelisa Epitoipari Kft - Winding – up
RI.ISA d.o.o.
10,067
207,595
10,309
20,194
143,244
58,429
17,862
2,845
139,100
106,775
50
219
115
4
476
9,960
103,018
6,201
21,739
89,932
53,822
17,084
1,578
82,813
94,105
1
515
20
0
94
107
104,577
4,108
(1,545)
53,312
4,607
778
1,267
56,287
12,670
49
(296)
95
4
382
13,742
154,411
13,945
36,011
287,057
95,762
55,021
1,321
57,227
113,918
0
40
115
0
1,241
(32)
13,274
(268)
20
11,901
3,227
868
376
894
(6,041)
(1)
(310)
103
(0)
62
(**) Permasteelisa Do Brasil, Industria, Comercio Ltda
717,284
480,882
236,402
829,811
24,073
Assets
Liabilities
Net Equity
Revenues
Profit/(loss)
5,206
201,357
15,630
17,969
156,320
35,229
15,997
3,784
139,738
96,176
4
438
5,067
100,588
11,254
19,533
105,172
35,012
16,080
2,893
86,767
76,896
0
117
139
100,769
4,376
(1,564)
51,148
217
(83)
891
52,971
19,280
4
321
6,435
116,672
19,967
29,737
186,447
61,702
34,914
2,108
91,261
98,943
0
1,166
(379)
13,854
577
(1,043)
16,947
(1,231)
(1,223)
806
4,130
(15,760)
(0)
72
687,848
459,379
228,469
649,352
16,750
31 December 2011
Josef Gartner GmbH
Scheldebow B.V.
Permasteelisa Epitoipari Kft - Winding – up
RI.ISA d.o.o.
(*) Modifications are made to comply with the International Financial Reporting Standards (IFRS) implemented by the Company to prepare its
Consolidated Financial Statements and its Statutory Financial Statements.
The following table shows the comparison of the net equity held with respect to the carrying amount of the
investments held:
31 December 2012
Josef Gartner GmbH
139
Net Equity
107
104,577
4,108
(1,545)
53,312
4,607
778
1,267
% ownership
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
Pro rata
Equity
107
104,577
4,108
(1,545)
53,312
4,607
778
1,267
Investments
Differential
1,007
151,544
2,560
1,462
33,884
3,162
754
0
(900)
(46,967)
1,548
(3,007)
19,428
1,445
24
1,267
Scheldebow B.V.
PermasteelisaTurkeyInsaatTicaretLimitedSirketi
Permasteelisa Do Brasil Construcao, Industria,
Comercio Ltda
Permasteelisa Epitoipari Kft (Winding – up)
RI.ISA d.o.o.
56,287
12,670
(296)
49
54.25%
100.00%
99.90%
99.00%
30,536
12,670
(296)
49
38,104
86,133
10
50
(7,568)
(73,463)
(306)
(1)
95
4
382
99.00%
100.00%
98.55%
95
4
382
18
15
76
77
(11)
306
210,651
318,779
(108,128)
236,402
Following impairment prepared based on the business plans of the subsidiaries, approved by the respective
management, there are no impairment losses on the basis of 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 2012 includes the Parent company’s equity investment in Consorzio
Interaziendale Prealpi for Euro 77.5 thousand (2011: Euro 77.5 thousand), the Company’s 40% equity
investment in the Consortium Cladding Technology Italia (CTI) for Euro 20 thousand (2011: Euro 20 thousand)
and the equity investment in the Consortium Dyepower for Euro 932 thousand (2011: Euro 537 thousand).
19. Deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to:
Assets (-)
In thousand Euro
Tangible assets
Intangible assets
Trade receivables
Provision for risks and charges
Hedging
Other items
Tax (assets)/liabilities
Set off
Net tax (assets)/liabilities
Liabilities (+)
Net (-)
2012
2011
2012
2011
2012
2011
0
(4)
(558)
(3,514)
0
(5)
(558)
(3,994)
(277)
(3,147)
(5,405)
(13,386)
0
(13,386)
66
1,281
0
0
168
9,762
0
11,277
0
11,277
66
1,358
0
103
0
9,762
0
11,289
0
11,289
66
1,277
(558)
(3,514)
168
9,530
(12,044)
(5,075)
0
(5,075)
66
1,353
(558)
(3,891)
(277)
6,615
(5,405)
(2,097)
0
(2,097)
(232)
(12,044)
16,352
0
16,352
Movement in deferred tax assets and liabilities during the year
Balance 1
January 2011
Recognised
in income
statement
Recognised
in equity
Other
changes
Balance 31
December 2011
66
1,430
(558)
(4,503)
4
9,586
(2,022)
0
(77)
0
612
0
(2,971)
(3,383)
0
0
0
0
(312)
0
0
0
0
0
0
31
0
0
66
1,353
(558)
(3,891)
(277)
6,615
(5,405)
4,003
(5,819)
(312)
31
(2,097)
In thousand Euro
Tangible assets
Intangible assets
Trade receivables
Hedging
Other items
140
Balance 1
January 2012
Recognised
in income
statement
Recognised
in equity
Other
changes
Balance 31
December 2012
Tangible assets
Intangible assets
Trade receivables
Hedging
Other items
66
1,353
(558)
(3,891)
(277)
6,615
(5,405)
2,917
(6,638)
(2,097)
(3,316)
66
1,277
(558)
(3,514)
165
9,532
(12,043)
(76)
481
(104)
442
338
0
(5,075)
20. Asset for contract work-in-progress, inventories and advances from customers
Assets for contracts work-in-progress and inventories
In thousand Euro
Advances
2012
2011
17,205
245
1,916
10,474
196
38
19,366
10,708
31 December
2012
31 December
2011
3,558
5,447
9,005
6,022
952
6,974
Liabilities for contracts work-in-progress and advances from customers
In thousand Euro
Contract work-in-progress
In thousand Euro
Costs incurred on uncompleted contracts
Estimated earnings
Less billings to date
141
2012
2011
375,824
35,059
(397,236)
13,647
331,700
60,224
(387,472)
4,452
17,205
(3,558)
13,647
10,474
(6,022)
4,452
21. Trade receivables from third parties
In thousand Euro
Bad debts provision
2012
2011
32,428
(2,548)
34,618
(3,189)
29,880
31,429
As at 31 December 2012 trade receivables include guarantee retentions for Euro 6,391 thousand (2011: Euro
6,593 thousand) related to contracts work-in-progress, of which Euro 2,295 thousand expiring within one year.
Foreign currency balances included in trade receivables from third parties mainly concern CHF 19,796 (2011:
CHF 86,396) corresponding to Euro 16,399 (2011: Euro 71,073) at the year-end currency exchange rate.
The following table shows the changes of the provision for bad debts during the year 2012:
In thousand Euro
2012
2011
Balance at 1 January
Utilizations
Reversal
Provisions
3,189
0
(641)
0
3,212
(23)
0
0
Balance at 31 December
2,548
3,189
22. Amounts receivables from subsidiaries
In thousand Euro
Trade receivables - current
Permasteelisa Philippines Inc.
Permasteelisa Gartner Saudi Arabia Llc.
Gartner Contracting Co. Ltd.
Gartner Steel and Glass GmbH
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 Gartner Middle East Llc
Permasteelisa Hong Kong Limited
Permasteelisa (India) Private Limited
142
2012
2011
118
161
183
219
306
103
1,170
83
266
83
557
143
2,334
4
518
20
92
136
6,767
2,847
3,225
441
1,249
1,483
279
98
34
128
705
177
100
648
25
344
114
146
87
816
2
291
19
0
233
2,101
8,136
1,425
498
928
1,146
29
Permasteelisa Japan K.K.
Permasteelisa Macau Limited
Permasteelisa Mongolia Llc
Permasteelisa PTY Limited
Permasteelisa Taiwan Ltd.
Permasteelisa Project (Thailand) Ltd.
RI.ISA d.o.o.
Scheldebouw B.V.
Tower Installation Llc.
Commercial exchange rate adjustment
Financial receivables - current
Scheldebouw B.V.
Financial exchange rate adjustment
120
22
50
781
378
52
141
11
7,944
11
1,004
131
(143)
194
7
0
689
290
51
27
0
8,356
41
1,234
47
203
33,289
29,369
2,543
1,375
4,663
29,982
11,651
84
368
3,017
41,092
(3,280)
999
1,931
5,990
305
4,512
84
0
0
22,426
381
91,495
36,628
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:
2012
2011
Current account currency
Rate
Current account currency
Rate
EURO
1.07%
EURO
1.89%
USD
0.93%
USD
0.84%
GBP
1.33%
GBP
1.37%
AUD
4.59%
AUD
5.36%
JPY
0.69%
JPY
0.69%
SGD
0.89%
SGD
0.87%
THB
3.59%
THB
3.62%
HKD
0.90%
HKD
0.77%
CAD
1.81%
CAD
1.71%
HRK
3.71%
HRK
3.46%
DKK
1.06%
DKK
1.75%
CHF
0.57%
CHF
0.62%
RUB
7.58%
RUB
5.26%
QAR
1.38%
QAR
1.09%
AED
1.69%
AED
0.94%
143
With reference to trade receivables from subsidiaries in foreign currency, the following table summarizes the
outstanding balance accounts at year end (in Euro units):
31 December 2012
Currency
AUD
CAD
CHF
GBP
HKD
HRK
JPY
SGD
USD
Receivable in
foreign
currency
480,350
154,816
24,422
6,379,090
10,578,023
80,390
13,696,298
1,258,105
9,520,772
Counter-value in
Euro at the end of
the period
377,872
117,847
20,231
7,816,555
1,034,424
10,637
120,555
780,898
7,215,986
31 December 2011
Counter-value
Receivable
in Euro at the
in foreign
end of the
currency
period
Currency
AUD
369,417
290,353
CAD
129,730
98,169
CHF
23,450
19,291
GBP
6,837,392
8,185,552
HKD
10,120,597
1,006,924
HRK
305,471
40,530
JPY
19,520,692
194,817
SGD
1,158,721
688,936
USD
6,827,022
5,276,314
With reference to financial receivables from subsidiaries in foreign currency the following table summarizes the
outstanding balance accounts at year end 2012 (in Euro units). There were no open positions for the year end
2011.
31 December 2012
Receivable in Counter-value in
Euro at the end
Currency foreign
of the period
currency
SGD
466,760
289,715
USD
39,190,653
29,703,390
23. Income tax receivables
Tax income receivables
2012
2011
1,180
1,536
1,180
1,536
24. Other current assets
VAT receivables
Other receivables
Accrued income and deferred charges
The caption “Other receivables” includes:
144
2012
2011
7,464
1,632
1,634
9,011
5,591
2,023
10,730
16,625
2012
2011
Forward assets
Other receivables
1,089
543
5,204
387
1,632
5,591
Forward assets are referred to foreign currency transactions for Euro 1,089 thousand (2011: Euro 5,204
thousand).
25. Cash and cash equivalents
In thousand Euro
2012
2011
1,619
2
17,838
3
1,621
17,841
The balance as at 31 December 2012 includes foreign currency amounts for CHF 11.4 thousand, corresponding
to Euro 9.4 thousand, for USD 5.5 thousand, corresponding to Euro 4.2 thousand and to HKD 28 thousand,
corresponding to Euro 2.7 thousand.
The balance as at 31 December 2011 included foreign currency amount for CHF 19 thousand, corresponding to
Euro 16 thousand, and USD 77 thousand, corresponding to Euro 59 thousand.
26. Net equity
Net equity changes
Please refer to the relevant table that precedes the notes to the Statutory Financial Statements.
Share capital
On 31 December 2012, 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 27 March 2013, which approved the Statutory Financial Statements and the Consolidated Financial
Statements at 31 December 2012.
Legal reserve
The legal reserve of 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:
145
reserve
Reserve as at 31 December 2010
Increase/(decrease)
Amount
before
tax
Tax
Amount
after tax
Amount
before
tax
12
(967)
(4)
304
8
(663)
0
(26)
98
(31)
67
0
(857)
269
(588)
(26)
reserve
Amount
before
tax
Increase/(decrease)
(857)
1.971
reserve
Interest risk hedging
reserve
Tax
Amount
after tax
Amount
before
tax
Tax
Amount
after
tax
0
8
0
(18)
0
0
0
0
0
0
0
0
0
0
0
8
(18)
0
0
0
reserve
Interest risk hedging
reserve
Tax
Amount
after tax
Amount
before
tax
Tax
Amount
after
tax
8
(5)
(18)
10
0
0
0
0
0
0
Tax
Amount
after tax
Amount
before
tax
269
(619)
(588)
1.352
(26)
15
(594)
187
(407)
26
(8)
18
0
0
0
520
(163)
357
15
(5)
10
0
0
0
Other reserves
They include merger surplus reserve, the non-available IAS conversion reserve, the 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 2010 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”; this reserve has decreased
during 2011 for Euro 3,782 thousand after dividends distribution. As at 31 December 2012 the reserve
amounted to Euro 168,703 thousand, unchanged compared to previous year.
- During the year, following the decision to apply in advance the revised IAS 19 - Employee benefits, the
IAS 19 Reserve has been set up; in particular, this reserve includes the gains/(losses) actuarial
variations. This reserve, as at 31 December 2012, shows a negative balance of Euro 271 thousand, net
of related taxes amounted to Euro 103 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.
2012
Amount
Possibility of use
(*)
Available amount
2012
Amounts
used in the
previous 3
Amounts used in
years for
the previous 3
other
Not-available years to hedge
reasons 2012
amount 2012
losses 2012
Share capital
6,900,000
Legal reserve
1,380,000
B
0
A,B,C
(397,149)
(3,522,634)
Share premium
Revaluation reserve
0
A,B
Extraordinary reserve
0
A,B,C
3,815
A,B,C
Merger surplus reserve
146
1,380,000
(272,526)
(26,393,229)
(2,037,730)
3,815
(705,901)
(5,008,264)
Other merger reserve
Retained earnings
168,699,565
A,B,C
168,699,565
1,992,546
A,B,C
1,992,546
311,948
-
IAS conversion reserve severance
IAS 19 Reserve
(271,214)
Other conversion reserve
0
(271,214)
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)
0
(102,796)
A,B,C
356,663
-
356,663
10,215
-
10,215
0
-
172,380,742
(102,796)
170,593,130
Not-distributable amount I
1,787,612
0
Not-distributable amount II
Distributable remaining
amount
(8,840,657)
311,948
IAS conversion reserve - land
reserve
Commodities Risk hedging
reserve on
Risk hedging reserve on
interest
Total reserves
(3,781,534)
0
170,593,130
(*) A: for share capital increase; B: for hedging losses; C: for distribution to the partners
The utilization for other reasons of legal reserve, merger surplus reserve and retained earning is due to the dividends distribution occurred in
2010.
The utilization for other reasons of share premium reserve is due to the dividends distribution occurred in 2010 for Euro 10,374,763 and to the
dividends distribution occurred in 2011 for Euro 16,018,466.
The utilization for other reasons of extraordinary reserve is due to the dividends and reserves distribution occurred in 2010 before the merger of
Terre Alte S.p.A. and Montrachet S.p.A. into Permasteelisa S.p.A. for Euro 2,037,730.
The utilization for other reasons of other merger reserves is due to the dividends distribution occurred in 2011.
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, if any), 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.
147
27. Amounts payable to banks and other financial creditors
In thousand Euro
Amounts payable to banks and other financial creditors non-current
Medium/long term bank loans
Amounts payable to banks and other financial creditors current
Medium/long term bank loans
Bank current accounts, advances and other short term loans
31 December
2012
31 December
2011
0
0
0
0
165,000
1,836
50,000
13
166,836
50,013
As at 31 December 2012 there are no medium-long term loans outstanding as there were none at 31 December
2011.
The net financial position of the Company at year end is negative for Euro 201 million, composed by a positive
amount of Euro 1,62 million related to "cash & bank deposits" and a negative amount of Euro 165 million related
to short-term loans.
The short-term loan in use, for an amount of Euro 125 million, relates to contracts for credit facilities on a rotating
basis, to cover cash requirements.
A first loan was granted by a leading Italian Bank for a maximum amount of Euro 75 million. The contract lasts for
three years with ending date on December 2013. This credit line, to be used in one or more solutions, has
determined the payment of up-front commissions and it is characterized by the application of fees on the used (or
not used) amount.
 ratio between the total consolidated gross financial debt and consolidated Ebitda
 ratio between the consolidated Ebitda and net consolidated financial expenses
 ratio between the total consolidated gross financial debt and net tangible consolidated equity
 net tangible consolidated equity
A second loan was granted by leading Italian Bank for a total amount of Euro 50 million. The contract lasts for
three years with ending date on June 2014. This credit line, to be used in one or more solutions, has determined
the payment of up-front commissions and it is characterized by the application of fees on the used (or not used)
amount.
 ratio between the gross financial debt and Ebitda
 ratio between the Ebitda and net financial expenses
 ratio between the net financial debt and equity
A third loan with bilateral commited line was granted by leading Japanese Bank for a total amount of Euro 20
million. The contract ends on July 2015. This line includes costs related to up-front fees, commissions on the
amount used and unused.
 Consolidated gross debt ratio
 Consolidated Ebitda
As to the mortgages on real estate or other fixed assets owned by the Company, please refer to note 35.
148
Net financial position
In thousand of Euro
31 December
2012
31 December
2011
1,621
91,495
(127,303)
(166,836)
17,841
36,628
(186,484)
(50,013)
Net financial position - short term
(201,023)
(182,028)
0
0
0
0
0
0
0
0
(201,023)
(182,028)
Net financial position - medium/long term
Total net financial position
The average rates recorded by the Company during the period are as follows:
a) current account deposits: 1,544% (2011: 1,576%);
b) short-term loans: 2,038% (2011: 2,912%);
c) mortgages and medium- long-term loans: never been used during the year 2012 and 2011
The actual average rate over overall indebtness stood at 1.977% (2011: 2.875%).
The variation increase of loan costs is basically related to the rates trend recorded in 2011. Indeed the 3-month
Euribor stood at a yearly average of 0.574% against the 1.408% of 2011 while the 6-month Euribor recorded an
average of 0.828% against 1.656% in 2011.
28. Severance indemnity fund
In thousand Euro
Present value of the defined benefit obligation
Unrecognised actuarial gains and losses
Recognised liability for severance indemnity fund
31 December
2012
31 December
2011
2,132
0
2,132
1,767
0
1,767
31 December
2012
31 December
2011
1,767
(68)
(4)
373
63
2,132
1,821
(128)
0
0
74
1,767
Movements of the severance indemnity fund
In thousand of Euro
Payments
Movements
Actuarial Gains/Losses
Expenses recognised in the income statement
149
Expenses recognised in the income statement
In thousand of Euro
31 December
2012
31 December
2011
0
63
0
74
63
74
31 December
2012
31 December
2011
2.70%
0.50%
2.00%
60
4.80%
n/a
1.90%
60
Principal actuarial assumption (as weighted average):
Actuarial rate as at 31 December
Future salary increases rate
Inflation rate
Average retirement age
Following to the reform on complementary pension funds and with specific reference to the companies with at
least 50 employees, the severance indemnity accruing from 1 January 2007, on the basis of the choice of the
employees, is directly paid over to complementary pension funds or to INPS.
In view of these changes, according to IAS 19, the obligation towards INPS and the contributions to
complementary pension funds, take on the nature of defined contribution plan. The amount accrued before 2007
and not yet paid at the closing date continue to be considered a defined benefit plan.
The table reported above refers exclusively to the severance indemnity accrued before 2007.
The company, as already stated in the accounting principles, letter q, to which we refer, availed itself of the
opportunity to apply in advance the new IAS 19 - Employee Benefits.
29. Provisions for risks and charges
In thousand of Euro
In thousand of Euro
Movements
Provision Warranty
Provision
for losses provision for risks on
in a
ongoing
subsidiary
jobs
50
15,043
1,352
(5,292)
0
11,103
(4,936)
6,182
1,100
(144)
439
3,476
7,138
Provision Warranty
Provision
for losses provision for risks on
in a
ongoing
subsidiary
jobs
Other
provisi
ons
Total
11,103
0
2,181
(420)
(1,297)
11,567
50
50
439
3,476
7,138
222
(254)
1,475
(62)
(1,267)
3,622
484
(104)
(30)
7,488
407
The increase in the caption “Other provision” is due to the provision described in note 9.
The provision for losses in a subsidiary is related to the subsidiary Permasteelisa Ireland Ltd.
150
Total
399
252
(212)
50
8,412
Other
provisi
ons
30. Trade payables to third parties
In thousand of Euro
31 December
2012
31 December
2011
29,982
35,108
29,982
35,108
As at 31 December 2012, trade payables includes invoice to be received for Euro 1,053 thousand (2011: Euro
1,316 thousand) and retentions for Euro 782 thousand (2011: Euro 951 thousand).
With reference to trade payables to third parties in foreign currency, the following table summarizes the
31 December 2012
Currency
CHF
GBP
USD
Payables in Counter-value in Euro
foreign
at the end of the
currency
period
24,800
20,543
51,733
63,391
61,773
46,819
31 December 2011
Currency
CHF
GBP
USD
Payables in
foreign
currency
86,354
3,377
89,640
Counter-value in
Euro at the end of
the period
71,038
4,043
69,279
31. Trade payables to subsidiaries
In thousand of Euro
Trade payables
Josef Gartner Curtain Wall (Shanghai) Co. Ltd.
Josef Gartner Curtain Wall (Suzhou) Co. Ltd.
Josef Gartner GmbH
Permasteelisa (India) Private Ltd.
Permasteelisa PTY Ltd
Permasteelisa Gartner Saudi Llc
RI.ISA D.o.o.
Scheldebouw B.V.
Commercial exchange rate adjustment
151
31 December
2012
31 December
2011
168
0
123
3
3
231
4
61
175
9
2
135
222
783
2,449
5
0
367
331
5
12
215
1,041
4
127
14
73
0
0
519
5
44
45
6
3
17
261
113
624
16
1
286
80
0
9
134
3,989
1
6,348
6,367
Financial payables
Josef Gartner GmbH
Financial Exchange rate adjustment
66,342
2,469
2,829
4,155
38,927
4,857
7,724
89,660
2,957
31,998
439
46,732
3,713
10,985
127,303
186,484
As far as financial payables are concerned, the same as for financial receivables as per note 22 applies.
With reference to trade payables to subsidiaries in foreign currency, the following table summarizes the
31 December 2012
31 December 2011
Payable in
Counter-value in
Payable in
Counter-value in
foreign Euro at the end of
Currency
currency
the period
Currency
currency
the period
AUD
697,454
548,658
AUD
370,199
290,968
CHF
73,230
60,661
CHF
53,805
44,262
GBP
92,730
113,626
GBP
656,937
786,468
2,128,913
208,186
HKD
675,356
67,193
HKD
329,595
2,901
JPY
201,790
2,014
JPY
SGD
33,602
20,857
SGD
33,633
19,997
1,321,032
1,001,237
USD
414,176
320,099
USD
With reference to financial payables to subsidiaries in
31 December 2012
Counter-value in
Payable in
Currency
currency
the period
AUD
12,914,038
10,158,935
CAD
250,000
190,302
3,967,474
4,861,505
GBP
HKD
240,770,612
23,544,945
JPY
97,323,676
856,647
0
0
SGD
25,160,604
19,069,732
USD
foreign currency, the following table summarizes the
Currency
AUD
CAD
GBP
HKD
JPY
SGD
USD
31 December 2011
Payable in
Counter-value in
currency
the period
17,950,336
14,108,572
250,000
189,179
3,156,992
3,779,470
215,626,384
21,453,227
77,482,383
773,277
17,755,747
10,556,958
54,650,946
42,237,380
32. Other current liabilities
In thousand 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
2012
31 December
2011
0
1,296
2,379
3,863
1,956
587
1,395
0
3,994
9,439
14,028
314
10,081
29,170
The decrease in the caption “Amounts payable to employees” is mainly due to the liabilities for the Phantom
Stock Option assigned to some Group’s Managers and booked in December 2011.
152
Other liabilities
In thousand of Euro
31 December
2012
31 December
2011
1,250
706
2,653
11,375
1,956
14,028
Forward liabilities
Other liabilities
Forward liabilities are referred for Euro 1,250 thousand to foreign currency transactions (2011: Euro 2,626
thousand) and for Euro 0 thousand to commodity transactions (2011: Euro 27 thousand).
The decrease in the caption “Other liabilities” is mainly due to the liabilities for the Phantom Stock Option
recognized to the Chairman and to the Chief Executive Officer of Permasteelisa S.p.A. and booked in December
2011.
33. Risk management
Exposure to credit, interest rate, commodities price and foreign 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 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. 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:
In thousand of Euro
Gross
Bad
Net
Bad
Net
debts Receivables Receivables
debts Receivables
provision
provision
2012
2012
2012
2011
2011
2011
Gross
Receivables
(452)
Not past due
Past due 0-180 days
Past due 181-365 days
More than one year
17,207
10,201
1,939
3,076
(450)
(1)
(293)
(1,804)
16,757
10,200
1,646
1,273
26,059
4,279
746
3,528
(425)
(2,312)
Total
32,423
(2,548)
29,876
4
29,880
34,612
(3,189)
153
25,607
4,279
321
1,216
31,423
6
31,429
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.
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 the results for the period for the amounts shown below. The analysis
was done assuming that all the other variables, more specifically foreign currencies exchange rates, remain
stable.
In thousand of Euro
+100 bp
31 December 2012
Variable rate loans
In thousand of Euro
+100 bp
- 100 bp
(1,131)
1,131
(1,131)
1,131
(1,131)
1,131
(1,131)
1,131
+100 bp
31 December 2011
Variable rate loans
Net equity
- 100 bp
Net equity
- 100 bp
+100 bp
- 100 bp
(78)
78
(78)
78
(78)
78
(78)
78
Please note that the Company does not have any fixed rate loans ongoing.
Liquidity risk
Policies and procedures have been established to monitor and control liquidity 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 2012
In thousand of Euro
Carrying
value
Contractual
Cash Flows
29,982
6,349
166,836
127,303
29,982
6,349
166,836
127,303
29,982
6,349
166,836
127,303
0
0
0
0
0
0
0
0
Total
330,470
330,470
330,470
0
0
Trade payables
Amounts payable to banks
154
Contractual
Contractual
Cash Flows
Cash Flows
less than 1 between 1 and
year
5 years
Contractual
Cash Flows
exceeding 5
years
31 December 2011
In thousand of Euro
Carrying
value
Contractual
Cash Flows
35,108
6,367
50,013
186,484
35,108
6,367
50,013
186,484
35,108
6,367
50,013
186,484
0
0
0
0
0
0
0
0
Total
277,972
277,972
277,972
0
0
Trade payables
Amounts payable to banks
Contractual
Contractual
Cash Flows
Cash Flows
less than 1 between 1 and
year
5 years
Contractual
Cash Flows
exceeding 5
years
Exposure to the liquidity risk associated to financial liabilities related to derivative instruments
31 December 2012
In thousand of Euro
Carrying Contractual Contractual Contractual Contractual
value
Cash
Cash
Cash
Cash
Flows Flows less
Flows
Flows
than 1 year between 1 exceeding
and 5
5 years
years
- in flows
- out flows
currencies
- in flows
- out flows
- in flows
- out flows
- in flows
- out flows
Total booked value
(1,089)
1,250
0
0
161
(1,089)
(1,089)
(124,769)
(124,769)
123,680
123,680
1,250
1,250
(91,271)
(91,271)
92,521
92,521
0
0
0
0
0
0
0
0
0
0
161
161
31 December 2011
In thousand of Euro
Carrying Contractual Contractual Contractual Contractual
value
Cash
Cash
Cash
Cash
Flows Flows less
Flows
Flows
than 1 year between 1 exceeding
5 years
and 5
years
- in flows
- out flows
155
(5,204)
2,626
(5,204)
(5,204)
(172,544)
(172,544)
167,340
167,340
2,626
2,626
currencies
- in flows
- out flows
- in flows
- out flows
- in flows
- out flows
27
(2,551)
Total booked value
(101,650)
(101,650)
104,276
104,276
0
0
27
27
(914)
(914)
941
941
(2,551)
(2,551)
0
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 1,621 thousand and Euro 17,841 thousand
respectively as at 31 December 2012 and 31 December 2011;
b) trade receivables from third parties for Euro 29,880 thousand and Euro 31,429
thousand respectively as at 31 December 2012 and 31 December 2011;
c) trade receivables from subsidiaries for Euro 33,289 thousand and Euro 29,369
thousand respectively as at 31 December 2012 and 31 December 2011;
d) financial receivables from subsidiaries for Euro 91,495 thousand and Euro 36,628
thousand respectively as at 31 December 2012 and 31 December 2011.
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 States 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/shortterm forward exchange contracts, rolled over at maturity if necessary.
A 10% decrease of the Euro against the following currencies as at 31 December 2012 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 thousand of Euro
Result for the
Net equity
period
31 December 2012
GBP
USD
HKD
SGD
AUD
YEN
Altre
156
9
342
86
77
(17)
13
11
9
342
86
77
(17)
13
11
521
521
0
In thousand of Euro
31 December 2011
GBP
USD
HKD
SGD
AUD
YEN
Altre
Result for the
period
Net equity
11
77
97
9
(17)
19
(2)
11
77
97
9
(17)
19
(2)
194
194
A 10% increase of the Euro against the following currencies as respectively at 31 December 2012 and 31
December 2011 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 aluminum
purchases, which are one of the main work order cost items.
As far as managing the aluminum 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 aluminum price has
encouraged the Company 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 Company’s practices of commodity hedging management on its own orders,
please refer to paragraph “Accounting principle” included at the beginning of the notes.
Fair value hierarchy
IFRS 7 requires financial instruments recognized at fair value in the statement of financial position to be classified
on the basis of a hierarchy that reflects the significance of the inputs used in determining fair value. This
hierarchical classification applies the following levels:
Level 1 – quoted prices in active markets for the asset or liability being measured;
Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (i.e., as prices) or indirectly (i.e., derived from prices) on the market;
Level 3 – inputs that are not based on observable market data.
The assets and liabilities of the Company that are stated at fair value as at 31 December 2012 are all classified at
level 2.
Fair value estimation
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 at least for which of them the 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.
157
Derivatives contracts
Forward exchange contracts are marked to market 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.
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 2012 the Company considers that there not retentions out of normal market conditions.
34. Commitments
As the balance sheet date, the Company has the followings commitments:
Operating leases
In thousand of Euro
Payable:
less than 1 year
within 1 to 5 years
after 5 years
31
December
2012
31
December
2011
1,351
2,229
0
3,580
1,094
2,306
0
3,400
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 thousand of Euro
31
December
2012
31
December
2011
Commitments for forward foreign exchange contracts
Commitments for forward contracts on commodities
217,265
0
217,265
269,043
940
269,983
Commitments for forward foreign exchange contracts (buy)
Commitments for forward foreign exchange contracts (sell)
95,272
121,993
217,265
152,505
116,538
269,043
0
0
0
940
0
940
Commitments for forward contracts on commodities (buy)
Commitments for forward contracts on commodities (sell)
158
As described in the section on the accounting standards, hedging derivative transactions on foreign currencies
and commodities are assessed at their “fair value”.
As at 31 December 2012 the assessment of the fair value of currency hedging brought to the entry of profit for
Euro 1,089 thousand (2011: Euro 5,204 thousand) and a loss for Euro 1,250 thousand (2011: Euro 2,626
thousand) booked respectively under the items forward assets (note 24) and forward liabilities (note 32). Note
that the stated amounts of Euro 609 thousand (2011: Euro 4,918 thousand) and Euro 1,202 thousand (2011:
Euro 1,186 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 (2011: Euro 0 thousand) and a loss for Euro 0 thousand (2011: Euro 0 thousand).
Other commitments
As at 31 December 2012 the Company has no other significant commitments to highlight.
35. Contingent assets and liabilities
At the balance sheet date, the Company has provided the following guarantees in respect of third parties:
In thousand of Euro
31
31
December December
2011
2012
Counter guarantees to banks and insurances 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
379,254
383,391
136
32,535
4,298
821,155
85,178
136
34,194
4,187
922,429
71,943
1,322,556
1,416,280
The Company has no mortgages at the end of the period.
36. 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.
In thousand of Euro
Trade receivables
Trade payables
Financial payables - current
Other payables
159
31 December 2012
Total
Versus third
parties
%
Related
parties
%
63,170
28,603
45%
34,567
55%
91,495
0
0%
91,495
100%
36,331
29,982
83%
6,349
17%
127,303
0
0%
127,303
100%
10,081
9,331
93%
749
7%
In thousand of Euro
Trade receivables
Trade payables
Financial payables - current
Other payables
31 December 2011
Total
Versus third
parties
%
Related
parties
%
60,798
36,628
41,475
186,484
29,170
31,429
0
35,108
0
14,272
52%
0%
85%
0%
49%
29,369
36,628
6,367
186,484
14,897
48%
100%
15%
100%
51%
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 thousand of Euro
Josef Gartner Curtain Wall (Suzhou) Ltd.
Josef Gartner GmbH
Permasteelisa Gartner Saudi Arabia Llc
Permasteelisa Project (Thailand) Ltd.
Permasteelisa Taiwan Ltd.
RI.ISA D.o.o.
Scheldebouw B.V.
Total
160
31 December
2012
0
0
33
0
0
0
0
0
0
27
0
2,804
0
114
0
0
115
10,632
8,525
370
4,427
271
1,290
274
1
0
1
0
56
0
1
30,892
4
897
0
60,734
102,217
45.4%
31 December
2011
2
0
36
0
0
1
0
0
0
51
236
95
0
1,159
19
6
439
2,326
13,449
4,455
1,053
36
945
7
1
0
9
1
8
0
0
22,354
0
156
0
46,844
100.0%
112,865
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
2.1%
0.0%
0.1%
0.0%
0.0%
0.1%
7.9%
6.4%
0.3%
3.3%
0.2%
1.0%
0.2%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
23.1%
0.0%
0.7%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.2%
0.1%
0.0%
1.0%
0.0%
0.0%
0.4%
2.1%
11.9%
3.9%
0.9%
0.0%
0.8%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0,.0%
0.0%
19.8%
0.0%
0.1%
0.0%
41.5%
100.0%
Operating costs from subsidiaries
In thousand of Euro
Josef Gartner Curtain Wall (Suzhou) Co. Ltd.
Josef Gartner GmbH
Josef Gartner (Macau) Ltd
OOO Josef Gartner
Permasteelisa Gartner Saudi Llc
Permastelisa Macau Limited
Permasteelisa Mongolia Llc.
Permasteelisa Projects (Thailand) Co. Ltd
RI.ISA D.o.o.
Scheldebouw B.V.
Total
Total operating costs
31 December
2012
(293)
(292)
(525)
(222)
(472)
(58)
(548)
(83)
(456)
(102)
(1,984)
(2)
(1,140)
167
(92)
(104)
(232)
(539)
(2,899)
5
1,806
379
(27)
(399)
(16)
(50)
(2,362)
(1,241)
(127)
(58)
455
(1)
(378)
899
5,457
(249)
5,783
110,747
31 December
2011
0.3%
5.2%
(186)
(296)
(333)
(164)
(376)
(40)
(571)
(276)
(159)
(67)
(1,501)
(3)
(854)
160
0
(415)
(262)
(303)
(3,303)
0
(729)
301
(57)
(525)
(21)
0
(1,829)
(1,387)
(92)
(27)
(232)
0
(284)
702
6,686
(79)
(6,523)
100.0%
(137,768)
0.3%
0.5%
0.2%
0.4%
0.1%
0.5%
0.1%
0.4%
0.1%
1.8%
0.0%
1.0%
-0.2%
0.1%
0.1%
0.2%
0.5%
2.6%
0.0%
-1.6%
-0.3%
0.0%
0.4%
0.0%
0.0%
2.1%
1.1%
0.1%
0.1%
-0.4%
0.0%
0.3%
-0.8%
-4.9%
0.2%
0.1%
0.2%
0.2%
0.1%
0.3%
0.0%
0.4%
0.2%
0.1%
0.0%
1.1%
0.0%
0.6%
-0.1%
0.0%
0.3%
0.2%
0.2%
2.4%
0.0%
0.5%
-0.2%
0.0%
0.4%
0.0%
0.0%
1.3%
1.0%
0.1%
0.0%
0.2%
0.0%
0.2%
-0.5%
-4.9%
0.1%
4.7%
100.0%
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 thousand of Euro
Gartner Contracting Co., Limited
161
31 December
2012
24
0
0
0
31 December
2011
0.1%
0.0%
0.0%
0.0%
26
2
2
1
0.1%
0.0%
0.0%
0.0%
Josef Gartner GmbH
Permasteelisa Hong Kong Ltd.
RI.ISA D.o.o.
Scheldebouw B.V.
Total
9.,06
25
36
88
199
8,776
0
62
0
0
0
0
0
387
19,103
25.4%
26.8%
51.1%
11,656
0
76
69
6
15,513
2
198
1
8
2
2
3
212
27,779
37,376
100%
43,491
100%
0.1%
0.1%
0.2%
0.5%
23.5%
0.0%
0.2%
0.0%
0.0%
0.0%
0.0%
0.0%
1.0%
0.0%
0.2%
0.2%
0.0%
35.7%
0.0%
0.5%
0.0%
0.0%
0.0%
0.0%
0.0%
0.5%
64.0%
Financial expenses from subsidiaries
In thousand of Euro
Josef Gartner GmbH
Total
31 December
2012
853
0
4
301
30
878
61
2,127
23,299
31 December
2011
4.2%
10.4%
2,203
14
54
421
59
1,022
56
3,829
10.7%
0.1%
0.3%
2.1%
0.3%
5.0%
0.3%
18.8%
100.0%
20,510
100.0%
0.0%
0.0%
1.5%
0.1%
4.3%
0.3%
Please note that have arised items from the Italian national tax consolidation in year 2012 that resulted in the
recognition of a fiscal income for fiscal consolidation amounted to Euro 200 thousand. Please note that there
were no items deriving from the Italian national tax consolidation in year 2011.
Other relationships with other related parties
Expenses incurred for the members of the Board of Directors and for the Group’s managers with strategic
responsibilities are included under “Personnel expenses” and they amount to Euro 3,276,358 (2011: Euro
19,730,946) whereas remuneration for Auditors is included in item “Services expenses and use of third-party
assets” and they amount to Euro 90,000 (2011: Euro 90,000).
As at 31 December 2012 the Company showed a debit balance towards other related parties of Euro 749,388
(2011: Euro 14,897,229).
This balance was included in the summary table of receivables and payables items with respect to related
parties, as shown at the beginning of this explanatory note.
162
During the year, the Company has not entered directly into relations with related parties other than its
subsidiaries:
Group Company
Transaction type
Related party
Revenue/ (Cost) in
Euro
2012
Permasteelisa
S.p.A.
Costs backcharge
Permasteelisa
S.p.A.
Costs backcharge
Permasteelisa
S.p.A.
Costs backcharge
Permasteelisa
S.p.A.
Costs backcharge
Permasteelisa
S.p.A.
Costs backcharge
Permasteelisa
S.p.A.
Costs backcharge
Permasteelisa
S.p.A.
Costs backcharge
Permasteelisa
S.p.A.
Costs backcharge
Permasteelisa
S.p.A.
Costs backcharge
Permasteelisa
S.p.A.
Costs backcharge
Permasteelisa
S.p.A.
Costs backcharge
Permasteelisa
S.p.A.
Permasteelisa
S.p.A.
Permasteelisa
S.p.A.
Costs backcharge
Permasteelisa
S.p.A.
Permasteelisa
S.p.A.
Permasteelisa
S.p.A.
Permasteelisa
S.p.A.
163
Costs backcharge
Nicola Greco
(Permasteelisa S.p.A.'s
Ceo).
Alessandro Barioli
(Manager of
Arturo Agolzer
(Manager of
Daniele Crose
(Manager of
Antimo Ferraro
(Manager of
Alfredo Primicerio
(Manager of
Massimo Mangiarotti
(Manager of
Marcello Cordioli
(Manager of
Marco Barizza
(Manager of
Alessandro Mauro
(Manager of
Mario Solimbergo
(Manager of
Lixil Corporation (Direct
shareholder)
Lixil Group Corporation
(Ultimate shareholder)
Fondazione Ugo e Olga
Levi Onlus (*)
Receivable/ (Payable)
in Euro
as at 31 December
2012
22,361.13
6,461.09
925.44
497.24
945.84
254.10
437.24
117.46
335.52
90.14
1,507.60
130.62
5,585.34
314,50
70.82
38.05
207.54
111.51
893.96
240.16
273.64
294.05
341,353.62
274,911.15
6,000.00
0.00
Supply of
restructuring and
other structural works
Offices rental
services purchase
Levi Onlus (*)
170,279.29
175,587.94
(301,192.00)
0.00
Levi Onlus (*)
0.00
1,848,555.37
Levi Onlus (*)
58,053.45
85,413.43
0.00
(382,076.97)
Credit transfer from
Permasteelisa
Impianti S.r.l.
Interest income on
set off of
receivables/payables.
Set off of
existing between the
parties
Levi Onlus (*)
Permasteelisa
S.p.A.
Costitution of
Temporary
association of
companies between
Permasteelisa
Impianti S.r.l. and
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)
revenue/ receivable
cost/payable
149.16
0.00
609,379.59
(301,192.00)
2,393,016.81
(382,076.97)
(*) Davide Croff and Nicola Greco, respectively President and Chief Executive Officer of Permasteelisa S.p.A., are members of the Board of
Directors of the foundation
The transactions with Foundation Ugo and Olga Levi Onlus, concern:
a) as regards the first in the list, work and fees charged during 2012
b) as regards the second 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;
c) as regards the third in the list, the receivable given by the subsidiary Permasteelisa Interiors S.r.l. for the
restoration of the façade of the venetian palace leased by Permasteelisa S.p.A and committed by
Foundation Ugo and Olga Levi Onlus to Permasteelisa Interiors S.r.l.;
d) as regards the fourth in the list, the receivable for interests related to the settlement agreement between
payables on rent (point b) and receivables on restoration of the façade of the venetian palace (point c);
e) as regard the fifth in the list, set off of receivables/payables existing between the parties.
These transactions are regulated at normal market conditions.
Transactions with key management personnel
As defined by IAS 24, the salaries due to management having a key function within the Company amounted in
total to Euro 3,538 thousand (2011: Euro 19,437 thousand), of which Euro 1,687 thousand (2011: Euro 12,704
thousand) can be referred to specific members of the Company’s Board of Directors, Euro 1,338 thousand (2011:
Euro 4,308 thousand) concern Managers with Holding functions and Euro 513 thousand (2011: Euro 2,425
thousand) for the Company’s Country Manager functions.
37. Emoluments of Statutory Auditors
The fees of Statutory Auditors amount to Euro 172 thousand, of which Euro 108 thousand for audit services,
Euro 0 thousand for tax services and Euro 64 thousand for other services related to the preparation of the limited
review of the Consolidated Financial Statement.
38. 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.
39. Subsequent events
No major events have occurred after the end of the financial year.
164
Appendix to the Statutory Financial Statements
165
Appendix I: Receivables and payables broken down by
geographical area
Receivables and payables, included in the Statement of financial position as at 31 December 2012, are reported
in the following tables broken down by geographical area:
a) trade receivables from third parties;
b) trade receivables from subsidiaries;
c) financial receivables from subsidiaries;
d) trade payables to third parties;
e) trade payables from subsidiaries;
f) financial payables from subsidiaries.
In thousands di Euro
Azerbaijan
Belgium
France
Germany
Japan
Italy
Romania
Singapore
Switzerland
Turkey
2012
2011
23
(13)
0
246
579
28,794
2
0
4
245
29,880
0
84
2
1,201
33
30,091
0
14
4
0
31,429
31 December
2012
220
378
118
683
11
2,807
157
6,766
2,437
120
7,976
1,013
1,249
279
1,666
3
83
71
1,004
513
92
31 December
2011
727
290
98
238
41
8,156
34
2,101
916
194
8,622
1,020
928
29
1,275
9
25
0
1,234
292
0
Trade receivables from subsidiaries
Saudi Arabia
Australia
Canada
China
Croatia
Dubai
Philippines
France
Germany
Japan
Great Britain
Hong Kong
India
Ireland
Italy
Macao
Malaysia
Mongolia
The Netherlands
Qatar
Russia
166
Singapore
Spain
United States
Switzerland
Taiwan
Thailand
Turkey
781
136
3,332
20
52
1,311
11
33,289
689
233
1,473
19
51
675
0
29,369
31 December
2012
0
29,703
4,664
14,194
41,092
290
1,374
(190)
368
91,495
31 December
2011
0
958
5,990
5,511
22,426
0
1,932
(189)
0
36,628
31 December
2012
71
27
116
0
19
117
0
3
195
508
22
60
29
27,542
0
76
5
(1)
68
40
10
0
547
24
77
31 December
2011
127
0
90
0
0
1
0
7
318
501
13
441
42
33,022
8
0
2
0
50
34
0
9
160
89
110
Croatia
Dubai
France
Italy
The Netherlands
Singapore
Spain
United States
Turkey
Austria
Azerbaijan
Belgium
China
Colombia
Croatia
Egypt
Finland
France
Germany
Ghana
Greece
Ireland
Italy
Luxemburg
Nigeria
The Netherlands
Portugal
Great Britain
Romania
Russia
Slovenia
Spain
United States
Switzerland
167
Thailand
Turkey
Ukraine
0
427
0
0
0
84
29,982
35,108
31 December
2012
5
331
6
215
134
2
231
0
12
793
175
5
2,617
1,041
4
363
9
222
61
123
6,349
31 December
2011
0
80
0
134
17
3
533
1
9
114
45
16
751
3,989
5
286
6
261
44
73
6,367
31 December
2012
0
66,342
4,861
2,469
3,816
39,945
9,870
127,303
31 December
2011
0
89,660
3,779
2,957
276
50,315
39,497
186,484
Trade payables from subsidiaries
Saudi Arabia
Australia
China
Croatia
Dubai
France
Germany
Japan
Great Britain
Hong Kong
India
Ireland
Italy
The Netherlands
Qatar
Singapore
Spain
United States
Switzerland
Thailand
Financial payables from subsidiaries
Dubai
Germany
Great Britain
Ireland
Qatar
Singapore
United States
168
Auditors’ report on the Consolidated and Statutory Financial
Statements
169

Permasteelisa SpA 1 - Permasteelisa Group

Transcription

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