Annual Report 2011

Transcription

Annual Report 2011

C.L.N. GROUP - ANNUAL REPORT & ACCOUNTS YEAR ENDING 31 DECEMBER 2011
Disclaimer
This Annual Report 2011 has been translated into English solely for the convenience
of the international reader. In the event of conflict or inconsistency between the terms
used in the Italian version of the report and the English version, the Italian version
shall prevail.
C.L.N. S.P.A.
Board of Directors & Auditors
Board of Directors
CHAIRPERSON
Aurora Magnetto
MANAGING DIRECTOR
Aurora Magnetto
Vincenzo Perris
Gabriele Perris Magnetto
BOARD MANAGERS
Vijay Goyal
François Max Eduard Rumpf
Alain Legrix
François Daniel Golay
Jean Luc Maurange
Raffaella Perris Magnetto
Jean Martin Van der Hoeven
Mario Zibetti
Board of Auditors
PRESIDENT
Mario Pia
STATUTORY AUDITORS
Vittorino Pizzoni
Giovanni Sala
SUBSTITUTE AUDITORS
Alessandra Odorisio
Riccardo Ronchi
Auditing Company
Deloitte & touche S.P.A.
Report on Operations
Dear Shareholders,
Profits reported by the Group for the year ending 31 December 2011 amounted to
€ 13.5 million after deductions relative to taxes (€ 22 million) and depreciation (€ 87
million).
In assessing the Group’s performance during the year reviewed consideration should
be given to the on-going global economic situation and in particular the markets where
the Group operates.
Steel Market
Following a continuous and significant increase of apparent steel consumption in the
EU 27 Country area from 2003 to 2007, progressive global reductions, with the exception of Asia, were registered as of the last quarter of 2008 and reached an all-time low
of 115 million tons in 2009. The EU trend reversed in 2010/2011, following overall improvements in the international framework, which resulted in an initial recovery of 19%
in 2010 and reached 146 million tons in 2011.
Though this figure is a healthy 27% increase over 2009, it is still a good 38 million tons
(-21%) below 2007 and is particularly uneven throughout EU countries with Italy and
southern Europe way below the volumes registered in northern and eastern Europe.
After the marked decrease in world steel production registered in 2009, leaving only
Asia unscathed, an initial recovery of approximately 15% at world level and 25% in the
27 EU Countries was witnessed in 2011. The uptrend continued into 2010 to approximately 1.5 billion tons globally, equalling an increase of 27% over 2009 for the EU and
44% for Italy (+ approx. 9 million tons), much of which was destined for export.
The outstanding level of production in Asia, particularly in China, saw the BRICS share
of world production exceed 60%, with China alone accounting for 46% of global production and 64% of production within Asia.
Intense changes in consumption, particularly in mature markets and primarily in southern EU countries was most certainly due to a decrease in real consumption in many
steel intensive sectors such as the construction and automotive industries – only partially balanced by the improved apparent market demand, especially after the significant de-stocking process that characterized all of 2009.
Recovery has in fact been significant throughout 2011, though stronger in apparent
rather than real consumption – a trend that also characterized the distribution market which benefitted from an increase of 8% over 2009 figures albe it -3.7% fall over
2010 and the more significant difference of approx. -25% compared to figures for
2007/2008.
5
Demand increased during the first and second quarters but decreased in the fourth
quarter of 2011 and was even lower than the same period in both 2009 and 2010.
Though distribution companies benefitted from the positive market trend in the first
part of the year, despite distinct differences between sectors and products, this was
partially sacrificed as markets declined during the last quarter.
Structural uncertainty increased in 2011, with shorter steel making cycles and greater
variations in prices conditioned by trends in major raw material supplies, particularly
iron ore, coking coal and scrap, supported by high demand from countries in Asia – an
area where the international product price is established in $/ton and then converted to
Euro for the EU market – yet another unforeseeable variant within our system.
Though the overall annual result is positive, excess structural competition, already
present in the distribution sector of the Italian service centres and amplified by decreased consumption after 2008 led to measures aimed at improving operational profitability in certain areas.
As far as the SSC division is concerned, an upturn in sales volumes together with improved unitary profit margins and greater efficiency in managing operational expenditure has allowed the Group to achieve satisfactory economic results in 2011.
Automotive Market
As for the Passenger Cars market, new car registrations in EU27 countries decreased
by 1.7% between 2010 and 2011 to 13.1 million vehicles (following a decrease of 5.5%
between 2009 and 2010), mainly due to continued difficulties and uncertainty in Western Europe. Major decreases were registered in Spain (-17.7%), Italy (-10.9%), the
UK (-4.4%) and France (-2.1%), while a significant increase of 8.8% was registered by
Germany. Main carmaker customers of the CLN Group in Europe which recorded decreased registrations in 2011 include the Fiat Group (-12.1%), PSA (-9%) and Renault
(-8.4%) while BMW reported an increase of 7.6%.
Light Commercial Vehicle registrations in Europe (EU 27 + EFTA), once again showed
an opposing trend and rose by 7.5% over the PSC share: sales increased in France
(+2.7%), Germany (+18.8%), and the UK (+16.7%) whereas a decrease was registered in Italy (-6.1%) and Spain (-10.1%). All main CLN Group European LCV market
Customers reported increases in registrations, in particular Renault (+4.7%), the FIAT
Group (+5.2%) and PSA (+2,6%).
With reference to new car registrations in the main non-European markets where the
Group operated in 2011:
Turkey continued growing by +16.5% in 2011 (though less than in 2010);
.
6
. Russia experienced a sharp increase of +39% in 2011, after a 2 year period of stagnation;
. In Brazil PSC registrations were essentially stable in 2011 compared to 2010 while
LCV registrations increased by +13.8%;
. In South Africa, overall growth continued by +17.5% for PSC and +12% for LCV.
Both the Wheels and Automotive Divisions handled the difficulties experienced by the
PSC market in Western Europe through customer and geographical diversification, increased product and process ranges and thanks to the presence in market segments
(A and B) less affected by the market slump; the improved LCV market in addition
generated positive economic results. The development and diversification strategies
initiated in recent years together with the structural re-organization that has been implemented since 2009, particularly in Italy and France, have enabled the Group to
achieve more than satisfactory results despite reference market difficulties.
7
(Japan)
2,50%
MW ITALIA SPA
(Italy)
100%
97,50%
GIANETTI
RUOTE SPA
(Italy)
97,50%
100%
TOPY INDUSTTRO
IEPSY INDUSTRIES
(Japan)
(Japan)
MW FRANCE S.A.
2,50%
MW ITALIA SPAMW ITALIA(France)
SPA
(Italy)
2,50%
10
MA SP
(Italy)
(Italy)
MW ROMANIA
GROUP ACTIVITIES AND OPERATIONS
98,58%
GIANETTI
100%
100% S.A. GIANETTI
RUOTE SPA RUOTE SPA
(Rumania) (Italy)
(Italy)
100%
MW FRANCE
MW FRANCE S.A.
100% S.A.
(France) D.R. (France)
100%
The CLN Group operates in 3 different business sectors organized into 3
different business units:
Steel Service Centres;
steel wheel production for cars, motor-cycles, commercial and industrial vehicles;
production of pressed components for cars and commercial vehicles.
.
.
.
(France)
MW ROMANIA MW ROMANIA
S.A.
98,58%
98,5
8%
S.A.
MW
100%
DEUTSCHLAND
(Rumania)
(Rumania)
(Germany)
100%
100%
D.R.
100%
D.R.
MW POLAND
(France)
(France)
(Poland)
MW
MW
100%
100%
MW Lublin
100%DEUTSCHLAND
DEUTSCHLAND
(Germany)
(Germany)
(Poland)
MW WHEELS
SA (PTY) MW
LTDPOLAND
MW100%
POLAND
100%
100%
(Poland)
(Poland)
(South Africa)
MW
10Lublin
0%
100%
10,00%
MW Lublin
AR Machine Co.
(Poland)
(Poland)
(Iran)
MW WHEELS MW WHEELS
SA (PTY) LTD SA (PTY) LTD
100%
100%
MW
EURODISK
LLC
(South Africa)
MWPT B.V.
69,50% (South Africa)
100%
(Netherlands)
(Russian Feder
100%
10,00%
AR10,00%
Machine Co.AR Machine Co.
MW EURODISK
(Iran)
(Iran)
TRADE LLC
(Russian Feder)
69,50%
MWPT B.V.
69,50%
85,1%
MWPT
100%B.V.
MW
EURODISK
100%
LLC
MW
EURODISK
LLC
(Netherlands)
(Russian EXCEL
Feder RIM
(Russian
Feder
EXCEL RIM(Netherlands)
Co. ,
SDN
55%
BHD
Ltd
100%
100%
(Malaia)
MW EURODISKMW EURODISK
TRADE LLC
TRADE LLC
(Russian Feder) (Russian Feder)
85,1%
EXCEL RIM Co.EXCEL
,
RIM Co. ,EXCEL RIM SDN
EXCEL RIM SD
85Ltd
,1%
5Ltd
5%
5BHD
5%
BHD
(Malaia)
The following table illustrates
the Group’s legal structure as
at 31 December 2011
8
STEEL SERVICE CENTRES
WHEELS
STAMPING AND ASSEMBLY
OTHERS
STEEL SERVICE
STEEL
CENTRES
SERVICE CENTRES
WHEELS
WHEELS
(Malaia)
C.L.N. SPA
C.L.N. SPA
ES
100%
100%
MA SPA
MA SPA
(Italy)
(Italy)
100,00%
100%
CANESSA SPA
CANESSA SPA
SpA
SpA
(Italy)
(Italy)
(Italy)
(Italy)
99,99%
99,99%
25,00%
25,00%
50,00%
PMC Automotive
PMC Automotive
S.p.A.
S.p.A.
50,00%
WM srl
(Italy)
100,00%
WM srl
(Italy)
51,00%
80,00%
(Italy)
(Italy)
100%
100%
9,25%
9,25%
100,00%
100,00%MA FRANCEMA
S.A.S.
FRANCE S.A.S.
100,00%
EUROSTAMP
S.A.S.
S.A.S.
100,00%EUROSTAMP
60,00%
(Italy)
(Italy)
PMC
Automotive
PMC Automotive
100%
Doo
Doo
(Serbian Republic)
(Serbian Republic)
51,00%
(France)
100,00%
51,00%ITLA SRL
(Italy)
ITLA SRL
(Italy)
100,00%
50,00ALMASIDER
%
ALMASIDER
(Croatia)
60,00%
48,00%
COSKUNOZCOSKUNOZ
MA
MA
OTOMOTIV A.S.
OTOMOTIV A.S.
(Turkey)
(France)
(Turkey)
100,00%
10,00%
METALTRANCIATI
METALTRANCIATI
48,00%
(Italy)
(Italy)
MIM Steel
MIM Steel
Processing Processing
Gmbh
Gmbh
10,00%
(Germany) (Germany)
17,85
ETROMEX
%
ETROMEX
15%
S. POLO
S. POLO
15%
LAMIERE SPA
LAMIERE SPA
(Italy)
(Italy)
35%
S.P.A.
S.P.A.
(Italy)
(Italy)
100%
(France)
3GERVASI
5%
POLSKA
(Poland)
100 %
(Mexico)
GERVASI
POLSKA
(Poland)
100 % SRL
AVISCALI
AVISCALI SRL
(Italy)
(Italy)
(Italy)
DELFO POLSKA
DELFO
S.A.
POLSKA S.A.
100,00%
49,00%
100,00%
DP METAL PROCESSING
DP METAL PROCESSING
Sp
Sp
Zoo
Zoo
100,00%
99,71%
99,71%
(Poland)
49,00%
E.MA. POLSKA
E.MA.
SpPOLSKA Sp
Zoo
Zoo
(Poland)
(Poland)
(Poland)
SHL S.A.
SHL S.A.
(Poland)
(Poland)
100%
100%
39%
PROMA
PROMA
(Poland)
CELLINO
CELLINO 100%
S.R.L.
39% S.R.L.
(Italy)
(Italy)
100%
(Poland)
20,00% I M
(Italy)
4%
4%
C.S.M.
(Italy)
C.S.M.
50%
100%
CELMAC SRL CELMAC
(Italy) SRL (Italy)
100%
SHL
ProductionSHL
SpProduction
Zoo
Sp Zoo
(Poland)
(Poland)
100%
Intek CM SRL (Italy)
Intek CM SRL (Italy)
100%
Ocevi CM SRLOcevi
(Italy)CM SRL (Italy)
50%
C.T.L. SRL (Italy)
C.T.L. SRL (Italy)
(Italy)
0,01%
IDROENERG
0,01% IDROENERG
(Italy)
(Italy)
0,01%
0,01%
CVA
tradingCVA trading
(Italy)
(Italy)
IM
(Italy)
CHIERI
CHIERI
(Italy)
(Italy)
0,01%
ENERGIA ENERGIA
0,01%
7,50%
AIRCOM USAIRCOM US
7,50%
Inc
Inc
(U.S.A.)
(U.S.A.)
20%
20%
CIR Srl
5,35%
7,73%
25,91%
5,35%
7,73%
DELNA
25,91%
(Poland)
Russian Feder
(Poland)
51% SALL
NUOVA
NUOVA SALL
(Italy)
(Italy)
(Italy)
DEUTSCHLAND
DEUTSCHLAND
Gmbh
Gmbh
100,00%
51%
100%
RIZZATO NASTRI
RIZZATO NASTRI
ACCIAIO SPA
ACCIAIO SPA
MA AUTOMOTIVE
100,00% MA AUTOMOTIVE
35,00% POLAND SpPOLAND
Z.o.o. Sp Z.o.o.
49,00%
(Mexico)
Italiana Metalli
Italiana
AffiniMetalli Affini
37,48%
UM CORPORATION
UM CORPORATION
S.A.S.
S.A.S.
60,00%
20,00%
49,00%
O.M.V.
(Italy)
17,85 %
(Croatia)
(Germany) (Germany)
XCEL
DN RIM SDN
BHD
(Italy)
L.I.M.A. Lavorazione
L.I.M.A. Lavorazione
37,48%
IDEST S.A.R.L.
IDEST S.A.R.L.
(France)
(France)
(France)
35,00%
O.M.V.
25%
(France)
IMMOBILIERE
IMMOBILIERE
DE VILLERSDE VILLERS
(France)
(France)
MW
EURODISK
LLC
25%
E.M.A.R.C. S.p.A.
E.M.A.R.C. S.p.A.
(Italy)
(Italy)
(France)
100,00%
80,00%
G.R.B. SRL G.R.B. SRL
(Italy)
(Italy)
PMC Automotive
PMC Automotive
Italia Srl
Italia Srl
100%
50,00%
60,00%
(Slovakia)
CLN SERBIACLN SERBIA
100%
Doo
Doo
(Serbian Rep)
(Serbian Rep)
PRORENA PRORENA
ORTOLANOORTOLANO
51,00%
(Italy)
(Italy)
TESCO GO S.P.A.
TESCO GO S.P.A.
(Italy)
0,01%
CANESSA SLOVAKIA
CANESSA SLOVAKIA
S.R.O.
S.R.O.
(Slovakia)
100,00%
(Italy)
0,01%
100%
M.A.C. Metallurgica
M.A.C. Metallurgica
Assemblaggi
Carpenterie Carpenterie
100,0Assemblaggi
0%
WAGON AUTOMOTIVE
WAGON AUTOMOTIVE
SRL
SRL
(Italy)
(Italy)
100,00%
100,00%
100,00%
100%
(Italy)
(Italy)
CIR Srl
(Italy)
DELNA
(Italy)
EMARC SRLEMARC SRL
(Rumania) (Rumania)
(Malaia)
50,00%
50,00%
JBM MA AUTOMOTIVE
JBM MA AUTOMOTIVE
(PVT) LTD (PVT) LTD
(India)
SIMEST
5,50%
94,50%
MA Tool andMA
DieTool
(Pty)and Die (Pty)
Ltd
Ltd
(India)
SIMEST
100%
MA Automotive
MA Automotive
South AfricaSouth Africa
100%
(Pty) Ltd
(Pty) Ltd
94,50%
(South Africa)
(South Africa)
100%
5,50%
(South Africa)(South Africa)
MA
Automotive
MA Automotive
100%
100%
Rosslyn (Pty)
Rosslyn
Ltd
(Pty) Ltd
IG TOOLINGIG
AND
TOOLING
LIGHT AND LIGHT
80,00%
ENGINEERING
ENGINEERING
(Pty) Ltd
(Pty) Ltd
20,00%
80,00%
20,00%
80,00%
PROPERTY
TOOLING PROPERTY
20,00%
IG TOOLINGIG
80,00%
20,00%
80,00%
80,00%
CLAUDLYNNCLAUDLYNN
20,00%
INVESTMENTS
INVESTMENTS
(Pty)Ltd
(Pty)Ltd
20,00%
INVESTMENTS
INVESTMENTS
(Pty)Ltd
(Pty)Ltd
August
August Lapple
100% Lapple
EAST LONDON
EAST LONDON
(Pty) Ltd
(Pty) Ltd
80,00%
RENSOR PROPERTY20,00%
80,00%RENSOR PROPERTY
(Pty) Ltd
(Pty) Ltd
20,00%
(South Africa)
(South Africa)
95,00%
MA AUTOMOTIVE
MA AUTOMOTIVE
95,00% ARGENTINAARGENTINA
S.A.
S.A.
5,00%
5,00%
(Argentina) (Argentina)
82,79%
MA AUTOMOTIVE
MA AUTOMOTIVE
BRASIL
BRASIL
LTDA
LTDA
82,79%
(Brazil)
(Brazil)
17,21%
SIMEST
17,21%
SIMEST
9
10
3 divisions – automotive, wheels
and steel distribution –, an approach
that puts the customer first with products
and services administered like a system.
11
TOP NEWS ITEMS FOR 2011
February
MA reached a general agreement for the transfer of 18.99% of its participation in
Igenieria de Productos Metalicos at € 8 million; shares were transferred and monies
received in June.
March
Controlled Companies MAD and Delfo Polska deliberated purchase of two transfer
presses for an overall investment of approximately € 20 million.
April
MA and the Proma Group agreed to the formation in co-ownership of the company
PMC SpA, into which were transferred the respective shares held in PMC Automotive
D.o.o.; In September PMC SpA proceeded to take over the pressing operations of
Frigostamp SpA, located in Bruino, Turin – Italy. During 2011, PMC Automotive D.o.o.
completed investments regarding pressing operations and is currently finalizing investments regarding component assembly for the Fiat 500/L, manufactured in Kragujevac;
in December, Simest SpA bought equity in the Serbian company to support its investments.
MW Italia and Turkish truck wheel manufacturer Jantsa AS signed a Joint Venture
Agreement for the establishment in Turkey of a New Company called JMW AS, equally owned by the two partners. The new company will begin production and sales of
wheels for cars in the last quarter of 2012, with a production capacity of approximately
2 million, and aims to increase production to include approximately 1 million wheels for
trucks per year in the near future.
MW Italia and the Dorbyl Group reached an agreement whereby MW acquired the
remaining shares (50%) of the South African Company Dorbyl-MW and consequently
abandoned the Joint Venture agreement that tied the two companies. With effect from
May, the results of the Company, called MWSA, will be integrally consolidated in the
CLN Group Statement of Accounts.
May
In May Canessa sold its 30% share in Commerciale Siderurgica del Sud.
12
July
MA South Africa completed acquisition of the remaining 20% of IG Tooling shares
and as a result the CLN Group is now the sole shareholder.
November
The South African Controlled Company MA Tool and Die received a Nomination
Letter from Daimler for the supply of printed components for external aluminium panels
and structural steel parts for the New Mercedes Class C BR 205 Project to be manufactured at the East London production site. GM appointed MA Tool and Die to be the
supplier of printed components for the New Pick Up RT 50 Project to be manufactured
at the Port Elizabeth site. ABSA Bank and Simest expressed interest in financing both
ventures, together with completion of investments for the BMW F30-New Series 3
Project.
The Controlled Company MA Argentina and the Fumiscor Group signed a Joint
Venture directed at creating a New, equally co-owned, Company for the supply of
pressed parts at the FGA Cordoba plant.
December
MW Italia signed a sales contract for all shares held in Sanremo Radaelli Srl; as a
consequence the Company’s ownership status was no longer accounted at the end of
the year (although full accounts have been included in the financial statement).
On 22 December 2011, PSA Peugeot Citroen, as part of the development of the
Excellence de la Relation Fournisseurs plan, appointed the CLN Group Fournisseur
Majeur. The criteria specified in attributing the prestigious award includes technical
and industrial completeness and the capability of managing complex projects over
time at constant levels of excellence. This award confirms the solidity if the relationship
and long term commitment we have with PSA.

13
ECONOMIC, CAPITAL AND FINANCIAL TRENDS
CLN Group Reclassified Income Statement
Sales Revenue (Euro/’000)
2011
2010
2009
2008
1,892,373
1,700,886
1,412,532
2,026,384
8.5
10.5
3.3
8.9
73,240
89,068
-43,273
84,006
3.9
5.2
-3.1
4.1
Financial income/(expenses)
-32,892
-21,206
-29,693
-42,353
Result of equity investments
-769
-6,393
-19,333
-5,402
EBITDA
% sales revenue
EBIT
% sales revenue
Foreign exchange gains/(losses)
Extraordinary income/(expenses)
160,330
7,112
178,344
-1,868
46,226
-3,476
-11,153
-7,778
-18,540
41,061
-95,339
22,944
% sales revenue
2.1
2.4
-6.7
1.1
Income tax expense
-21,794
-24,124
-4,688
-11,744
-56.0
-59.0
4.9
-51.2
17,119
16,937
-100,027
11,200
0.9
1.0
-7.1
0.6
EBT
% average tax rate
EAT
% sales revenue
CLN Group
38,913
436
180,725
-2,154
To summarize, 2011 closed with revenues totalling € 1,892.4 million, a significant increase of 11.2% over 2010 with EBITDA equalling € 160.3 million, 10% less than the
year before.
An increase in sales was general in all Group Divisions; the following affected this increase significantly:
(i)Consolidation scope differed between 2010 and 2011. The metal pressing
company in South Africa was consolidated for 12 months in 2011 against 7
months in 2010 inducing an impact of € 34 million and the South African controlled wheel producing company entered the consolidation perimeter in May,
inducing an impact of € 16 million; the Japanese and Malaysian Companies
acquired by the Wheel Division in September 2010 were also consolidated for
12 months in 2011 against 3 months in 2010 inducing an impact of € 6 million; Lastly the Russian controlled wheel producer Company brought sales of
a further € 7 million
14
(ii)Average raw material prices were higher than the year before and thus caused
higher sales prices with the same profit margin.
EBITDA worsening for 2011 was affected on the one hand by non recurring income giving advantage to 2010 (in particular in South Africa and South America)
and on the other by worsening of PSC volumes in Europe, particularly during the
last quarter of the year, as well as the phase-out of certain PSA models in South
America. These negative factors were only partly counterbalanced by increased
sales volumes in South Africa. Furthermore, the SSC Division had to account for
the devaluation of its steel stock at the end of 2011, to realign to new market prices,
with a negative impact amounting to approximately € 5 million (devaluation not
present in 2010).
In terms of results based on geographic distribution, a marked lack of balance can be
noted between production units located abroad and those located in Italy, which have
falling and unsatisfactory results compared to 2010 (a number of units are still operating at a deficit).
Monitoring of past investment recoverability, in particular before the 2008/2009 crisis,
continued in 2011, as in the previous two years. In view of this it was considered prudent to allow for a devaluation of € 8 million as an extraordinary expense relative to the
Group’s operations in Russia. Also Company reorganization and restructuring operations initiated in 2009, (accounted for € 17.9 million in extraordinary expenses in 2009
and € 6 million in 2010) have continued in 2011 with related costs of approximately €
5 million. Management of minority holdings closed in 2011 with significant benefits (€
6 million registered as extraordinary income) from the sale of IPM shares.
SSC Division
EBITDA
% sales revenue
2011
543,174
14,917
2.7%
2010
477,401
13,311
Variation
65,773
1,606
2.8%
This Division recorded greatly increased sales revenue (+13.7%) mainly due to the effect of increased steel prices, with little or no significant change to volume.
As previously noted, the Division was obliged to implement a devaluation of stock of
€ 5 million to realign with market values.
15
Our business worldwide
We put a lot of effort into developing our activities on
a global scale, while fully respecting our customers,
suppliers and all the people we work with.
Oggiono
Oggiono
Caselette
Grassobbio
Grassobbio
Ceriano Laghetto
Civate
Civate
Brescia
Parma
FR - Tergnier
FR - Pontcharra
Ancona
Rivoli
Rivoli
Atessa
Fiano
FR - Biache-Saint-Vaast
FR - Villers la Montagne
FR - Aulnay sous Bois
Melfi
Chivasso
Cassino
Atella
CLN Group Sites
Steel Service Centres
Stamping and Assembly
Wheels
*
Corporate
Plants under construction
16
BR - Porto Real
AR - Buenos Aires
SA - Port Elizabeth
Our operations are fully compliant with current legislatation
and are transparent, honest and discrete. We find this
approach to be essential in every aspect of our business.
RU-Kingisepp – St. Petersburg
PL - Skarzysko-Kamienna
PL - Kielce
DE - Treuen
PL - Poznan
PL - Tychy
PL - Lublin
*
CN - Chongqing *
CN - Beijing
SK - Kosice
RO - Dragasani
HR - Kumrovec
TR - Bursa
SR - Kostolac
TR - Aydin
SR - Kragujevac
IR - Tehran
IN - Chakan - Pune
*
J - Tokio
MAL - Pinang
SA - Port Elizabeth
SA - Alberton
SA - Rosslyn
SA - Berlin
17
Wheels Division
EBITDA
% sales revenue
2011
296,082
23,791
8.0%
2010
237,549
26,721
Variation
58,533
(2,930)
11.2%
The Wheels Division also recorded a significant increase (+24.6%) in sales in 2011,
equal to € 34 million mainly due to variations made to the consolidation perimeter during the year regarding Japan, Malaysia, Russia and South Africa and increases in the
price of raw materials which boosted sale prices. Sales volumes did not increase and
maintained the levels achieved in 2010.
Greater sales revenues did not generate benefits in terms of EBITDA, which were in
fact below those registered in 2010, essentially due to the worsening performance of
the companies located in Italy.
Automotive Division
EBITDA
% sales revenue
2011
1,200,254
121,621
10.1%
2010
1,116,981
138,710
12.4%
Variaz.
83,273
(17,089)
The Automotive Division registered an increase in sales in 2011; € 34 million due to
variations made to the consolidation perimeter regarding South Africa, as mentioned
earlier, and € 46 million due to an increase in sales mainly in France (+ € 29 million)
and in Turkey (+ € 12 million).
Decreased EBITDA originates from the worsening of performance in South America,
Poland and Italy, connected on the one hand to the slump in the PSC market (particularly
in the last quarter of 2011) and on the other to model/production portfolio changes
implemented by a number of Customers.
18
Re-classified Balance Sheet
(Euro/’000)
Trade receivables, Net
(Trade payables, Net)
Ending inventory
Other current assets /(liabilities)
31.12.2011
31.12.2010
31.12.2009
31.12.2008
-294,641
-339,884
-298,390
-362,653
-39,622
-73,773
-60,986
-71,297
239,665
291,351
287,773
298,698
254,210
287,125
269,493
460,910
NET WORKING CAPITAL
196,753
172,814
181,959
296,453
Property, plant and equipment, Net
624,450
659,423
620,293
646,300
Intangible assets, Net
Investments and financial receivables
15,311
19,285
35,591
49,759
65,250
67,879
68,128
59,134
Provisions
-65,173
-60,012
-68,156
-48,835
NET CAPITAL INVESTED
830,768
856.,788
835,516
989,690
EQUITY
398,569
409,462
375,942
364,961
(Cash and cash equivalents)
-63,582
-74,183
-59,523
-49,979
Deferred tax assets / (liabilities)
(Investment securities)
(Marketable securities)
(Net financial receivables, net financial accruals and deferrals)
Short-term financial payables
Long-term financial payables
NET FINANCIAL DEBTS /(CREDITS)
NET CAPITAL INVESTED
-5,823
-2,601
-2,299
-13,121
-19,442
-19,448
-19,184
-26,206
3,497
-2,140
-4,001
1,417
365,933
375,950
329,137
398,347
-3,965
149,758
432,199
830,768
-5,004
172,151
447,326
856,788
-5,046
218,191
459,574
835,516
-1,828
302,978
624,729
989,690
With reference to the Balance sheet for the CLN Group, 2011 recorded increased
working capital of approximately € 24 million due to reduced Customer advance
payments for the completion of tooling manufacturing and the reduction of tax
debts.
Net working capital is stated net of receivables sold without recourse (€ 161 million on
31 December 2011 and € 118 million on 31 December 2010).
The decrease of net invested capital (- € 26 million) is essentially due to depreciation
19
greater than new capital expenditure and variations in exchange rates especially with
regard to the Rand and the Zloty.
Total net equity decreased by € 11 million mainly due to markedly reduced conversion
reserve (- € 23 million) and dividends to shareholders (€ 5.2 million) that more than
absorbed yearly results; the entry of Simest as a minority shareholder in South African
metal forming operations generated an increase to third party ownership equivalent to
approximately € 4 million
As in the past three years, net debits continue to decrease: cash flow from operational
management ensured full coverage of annual investments.
In July, 2007 the parent company CLN Spa took out a bank pool loan headed by the
Monte dei Paschi di Siena SpA bank totalling € 135 million. The amount remaining
on 31 December 2011 equalled € 47.2 million. This loan is subject to economic and
financial covenants, based on:
1.Net Debt/Equity
2. Net Debt/EBITDA
3. EBITDA/Net Financial charges
These financial indicators were all found to be in compliance on 31 December 2011.
Main Economic and Financial Indicators.
The main economic indicator for the CLN Group is EBITDA, the main financial indicator being Net Debit, as represented in the Reclassified Balance sheet table. Further
economic and financial indicators of interest are given below:
ROE - Return on Equity (Net Result/Shareholders’ Equity)
A measure used as a general indication of a company’s profitability: in other words,
how much profit it is able to generate given the resources provided by its shareholders.
ROE
F/Y 2011
4.3%
ROI - Return on Investment (EBIT/ Net Invested Capital)
F/Y 2010
4.1%
A measure of a company’s core business profitability, excluding as such financial and
extraordinary items, to net capital employed.
20
ROI
F/Y 2011
8.8%
F/Y 2010
10.4%
ROS - Return On Sales (EBIT/Sales Revenue)
A measure of the efficiency of sales to produce revenue.
ROS
F/Y 2011
3.9%
F/Y 2010
5.2%
Equity/Capital Employed
This expresses the ratio of Equity to Capital Employed.
Equity/Capital Employed
F/Y 2011
48%
F/Y 2010
48%
Current ratio
A measure of the degree to which Current Assets (trade and financial plus cash and
cash equivalents) cover Current Liabilities (trade and financial).
Current Assets/Current Liabilities
F/Y 2011
0.89
F/Y 2010
0.88
In determining the Current Ratio, current assets also include, insofar as readily convertible into known amounts of cash, the “securities” classified under “financial fixed
assets”.
The Current Ratio at 31 December 2011 was less than 1 but in line with the previous year. As explained in greater detail in the following paragraph under the heading
“Liquidity Risk”, the Group had undrawn “hot money” facilities of € 41 million. Furthermore, the Group reached an agreement with a Pool of banks (including Intesa
Sanpaolo, Unicredit, BNP Parisbas e Monte dei Paschi di Siena) in 2012 regarding the
stipulation of a syndicated loan (€ 225/250 million) to finance new development initiatives and replace the medium long-term funding reimbursed in 2011 and throughout
previous years. Final deliberations are currently underway.
21
Equity/Fixed Assets Ratio
A measure of the extent to which fixed assets are financed by Equity.
Equity/Fixed Assets
F/Y 2011
56.5%
F/Y 2010
54.5%
In determining the Equity/Fixed Assets ratio, securities have been excluded as they
can be readily convertible into known amounts of cash.
MAIN RISKS AND UNCERTAINTIES FACING THE GROUP
Financial Risks
The CLN Group is exposed to numerous financial risks arising from normal operational
activities which are constantly monitored in an effort to mitigate possible negative effects. These include:
Credit risks, in relation to day-to-day commercial business with customers;
Liquidity risks, related in particular to the availability of financial resources and access to the credit market;
Currency risks, (mainly related to exchange and interest rates) as the Group operates internationally in various currency areas and is potentially exposed to fluctuations in exchange rates and relative interest rates.
.
.
.
Credit Risks
The theoretical maximum exposure to credit risk as at 31 December 2011 is represented by the accountable value of receivables registered in the financial statement.
The CLN Group adopts creditworthiness policies designed towards monitoring the solvency of its customers, and enters into factoring transactions (sales of trade receivables) without recourse, thereby transferring the relative risk.
In order to eliminate or minimize the credit risk deriving from commercial operations
the Group adopts the policy of making specific provisions against specific non performing credits. Based on past experience, to cover generic risks on credits, funds may be
reserved as a precautionary measure to cover generic risk on credits.
22
Liquidity Risk
The principal factors influencing the liquidity of the CLN Group include the resources generated by or absorbed in operations, and the resources deployed in servicing debt and those invested toward strategy and production development The levels of cash flow (actual and forecasted), credit lines and liquidity of the Group are
constantly monitored through treasury reports. At the close of 2011 liquidity (including portfolio securities) amounted to € 87 million and the credit lines available for
short-term financial advances amounted to € 41 million, whilst the lines available
for advances on invoices factoring with recourse amounted to € 174 million.
Currency Risks
The CLN Group is subject to foreign currency risk due to exchange rate fluctuations
affecting international transaction costs, revenues and funding including the conversion of financial statements of consolidated companies within the Group operating in
currencies other than the Euro.
These fluctuations can affect the Group’s net profit (loss) and equity
In 2011, the principal rates of exchange to which the CLN Group was exposed were
the following:
EUR/Zloty
EUR/Peso
EUR/Real
EUR/Leu
EUR/Rand
.
.
.
.
.
Interest Rate Risks
The CLN Group regularly performs factoring transactions with or without recourse
(sales of trade receivables with or without recourse) and, moreover, reverts to other
technical forms of funding, whether short-term (hot money, and advances on import/
export) or medium to long-term usually at variable rates of interest. Changes in market
interest rates affect the level of net financial charges.
23
Business Risks
The CLN Group is exposed to a number of risks relating to the marketplace in which it
operates including:
Risks associated with steel prices
The steel prices are sharply affected by “global” market dynamics (carbon and iron
costs, and steel demand from emerging markets, particularly Asia). In the Wheels
and Automotive Divisions, price variations in raw materials are normally directly
transferred to end-customers. The SSC Division is instead particularly influenced
by local market situations; in particular, a sudden and significant rise in raw material
(coils) prices may expose the SSC Division to the risk of not being able to recover
such costs from end-customers. Over the last three years, the market in which the
SSC Division operates has been (and will be) structurally characterized by a volatile
price market with rapid and violent repeated oscillations throughout the year. These
micro-cycles lead to increased speculation in purchase decision-taking (formation
of demand), whether in terms of distribution or end-users, active primarily in the
“general industry” segment, and hence increase the risk associated with our business activities.
Automotive Market Trend Risks
Group performance is significantly affected by the automotive market and in particular those in Europe, South America and South Africa. These markets are highly
competitive in terms of product quality, innovation and, especially in recent years,
price. Furthermore, due to the shrinking demand for new cars, major carmakers
worldwide are struggling with production overcapacity. It is well known that the car
industry suffers far more than other market segments from risk factors and market
uncertainties such as GDP upturns or downturns, corporate and/or consumer confidence and consumer credit interest rates, all of which constantly affect the demand
for durable goods. The Automotive market is also notoriously cyclic, though it is
always difficult to predict extent and duration. The global recession in 2008 and the
first part of 2009 hit the automotive market hard and this weighed heavily on the
Group’s results for the same period. The current economic weakness felt by countries in the Eurozone, and in particular Italy, is generating uncertainties regarding
the possible evolution of business activities in general, not only in the car industry.
In Europe, though many governments, the EU, monetary authorities and private
corporations have endeavoured to provide financial support to EU member states in
24
difficulty and to offset default by a number of European countries, reserves persist
regarding the burden of debt carried by certain Eurozone countries and their capacity to honour future financial commitments, the overall stability of the Euro as a
single European currency (or in more extreme circumstances, the possible dissolution of the Euro) considering the diverse economic and political backgrounds of the
Eurozone member states. Furthermore, global uncertainties regarding European finances has resulted in worsening interest rates on loans to businesses and general
shrinking of available credit.
Developments in this direction could have a negative impact on the Group’s activities
and operations.
The CLN Group endeavours to take measures, where possible, to offset these risks
by broadening its customer base and heightening geographical diversification. Business initiatives set forth by carmakers are closely followed and the range of products
and processes within the Group are in constant evolution. Past initiatives to this regard
have been undertaken by the Group in South Africa, India, Russia and more recently
in Serbia, Turkey and China.
Risks associated with sales in international markets
A significant portion of the Group’s production activities are conducted and located outside of Italy and the Group expects that revenues from sales outside Italy will account
for a continually increasing portion of its total revenues in the foreseeable future. All of
this exposes the Group to risks inherent to operating globally, including those related to
exposure to local economic and political conditions, import and/or export restrictions,
and multiple tax regimes.
Risks associated with market footprint in emerging economies
The Group operates across a broad spectrum of emerging economies, whether directly (Brazil, Argentina and South Africa) or through Joint Venture agreements or
other cooperation agreements (Turkey, India, Russia, Serbia and as of 2012 China).
The Group’s exposure to the economic trends in these countries has heightened in
recent years. Unfavourable economic or political developments in any one of these
areas (which may vary from country to country) could have a material adverse effect
on the Group’s activities and future prospects, as well as its earnings and financial
position.
Many of our main OEM customers have established globalization policies in the past
and intend to continue in the future aimed at reaching emerging markets. In some
cases our Group has seconded our customers’ initiatives. Our customers’ capacity to
25
reach their objectives and their level of success is a prime factor influencing the profitability of our subsequent initiatives.
Risks associated with Joint Venture Agreements
The Group currently pursues a policy designed toward seeking out alliance and
Joint Venture opportunities aimed at achieving objectives including vertical integration, customer loyalty and business expansion, capital deployment optimization and
risk mitigation, particularly in when entering emerging economies. Joint Venture
agreements are often effected through majority, par-venture and even minority acquisitions.
Multiple factors affect the outcome of Joint Venture agreements such as relationships with respective partners; a shared vision of future strategies to be pursued,
technical and/or financial difficulties and possible problems with local laws and
regulations.
Competition Risks
The automotive components supply market, regarding both wheels and metal formed
components, is highly competitive. The CLN Group is obliged to compete with numerous other suppliers of wheels and components. Some of these hold a more dominant
position in certain areas than ours while others are having to undergo drastic restructuring and reorganization. New suppliers are also appearing from emerging markets
that could well further increase levels of competition.
Risks regarding OEM Outsourcing Policies
The automotive components supply market, regarding both wheels and moulded
components, is strongly affected by OEM outsourcing policies. Multiple factors influence OEM decisions including: internal production capacity, perception of strategic
relevance of certain components, financial resources, production costs, quality, delivery times and know-how. These choices/strategies adopted by OEMs determine
the size of current/potential markets for all those operating in the automotive components sector.
26
ENVIRONMENTAL REVIEW
In conducting business, the CLN Group is committed to protecting the environment
and ensuring compliance with applicable eco-friendly regulations and legislation. At all
points in the manufacturing chain, from the way materials are treated to how waste is
disposed of together with the amount of energy needed, the CLN Group endeavours
to ensure that environmental impact remains at a minimum.
With regard to REACH (the Regulation on the Registration, Evaluation, Authorization and
Restriction of Chemicals across the European Union territory), introduced in application
of and pursuant to Regulation (EC) No. 1907/2006, CLN continued to monitor – throughout 2011 - regulatory evolution through the REACH coordination team created in 2008.
Particular attention was given to the Candidate List (a list issued by the ECHA regarding prohibited substances) to ensure that the substances listed were not present in
neither products produced nor purchased by the Group.
With regard to industrial safety and industrial health, the year under review was characterized by perpetuation of works inherent to the Industrial Safety Project launched in 2009 with
the introduction of new activities aimed at improving safety levels throughout all Divisions.
The above project represents the first step toward creating an Industrial Health & Safety Management System designed to:
provide a safe and healthy working environment for all staff and ensure the risk prevention in accordance with applicable laws and regulations;
identify and encourage the adoption of appropriate protection and prevention measures to minimize accident and injury frequency rates;
make available to company management an efficient and effective management
system to ensure that any and all problems that might arise are identified, monitored
and managed on an on-going basis and that information can be accessed as and
when wanted to ensure that operating and decision-taking responsibilities are adequately supported;
increase staff awareness, involvement and motivation;
boost performance and efficiency;
contribute to a safer and healthier working place;
improve the Group’s image both internally and externally aimed at creating greater credibility with regard to customers, suppliers and controlling authorities/organizations.
progressively reduce industrial health and safety costs.
.
.
.
.
.
.
.
.
27
28
Health, safety and the environment
are absolute priorities for all the companies in
the Group with regard to the workplace, machines and
systems used at the plants and methods of transportation.
All employees are well-informed, motivated and involved in
the commonly shared goal of “zero accidents”. The CLN
Group believes that the environment, what we know as
nature, is an indispensable heritage wherever we are.
Thus we have created green zones with shrubs and flowers
at all of our plants, and these are cared for directly by the
employees themselves.
29
Health and Safety measures planned for 2012 are based on the types of accidents
that occurred in 2011, highlighting how behavioural aspects can make the difference
and be of the utmost importance with regard to Health and Safety at all the production sites.
It is more than apparent that accident prevention must necessarily pass through greater staff involvement at all levels and through a methodical, structural and shared observance of general conduct
RESEARCH AND DEVELOPMENT
Group research and development, which is fully expensed in the annual income statement, were focused as follows:
the application of innovative solutions linked to the use of materials;
the creation of product solutions geared toward increasing safety and reliability;
increased efficiency of key production processes;
responding proactively to customers by anticipating their needs and acting quickly
and efficiently to any requests they make.
.
.
.
.
RELATIONSHIPS WITH CORRELATED COMPANIES
Transactions between Group companies are conducted at fair value based on market
conditions.
Transactions between CLN S.p.A. and its Subsidiaries and Associates are primarily
commercial in nature.
The following summary table sets forth the commercial and financial transactions
entered into with and between the Group companies (all amounts in thousands of
Euros):
30
JBM – MA Ltd
ITLA SRL
LIMA
ALMASIDER
GERVASI POLSKA
Prorena Ortolano
IM Italia
EMARC
OMV
Metaltranciati
DELNA
AVISCALI
PROMA POLAND
GRUPPO PMC
GRUPPO CELLINO
CIR
TOTAL
JBM – MA Ltd
ITLA SRL
LIMA
ALMASIDER
GERVASI POLSKA
Prorena Ortolano
IM Italia
EMARC
OMV
Metaltranciati
DELNA
GRUPPO PMC
PROMA POLAND
GRUPPO CELLINO
CIR
ALTRE
TOTAL
Commercial
Receivables
8,656
2,369
33
1,055
8
2,975
42
851
19
11
3
166
718
4,145
2
21,053
Commercial
Payables
1
33
2
503
5
198
217
1,607
2,566
Financial
Receivables
750
2,000
2,006
4,756
Financial
Payables
-
Operating
revenues
504
9,757
28
336
306
13,679
146
1,774
444
86
76
680
229
10,499
503
9
39,056
Operating
expenses
(13)
(19)
27
525
5
948
187
6,256
548
8,464
Financial
revenues
62
62
Financial
expenses
-
31
32
As a Global Brain. Working in a partnership
means going a long way to be closer to our customers;
welcoming their challenges and opportunities and doing our
best to offer our own solutions; working in a relational
network that values all those involved, a network aimed at
building common development opportunities, and giving
continuity to collaboration and dialogue, to make our future
that much better.
33
With regard to related party transactions outstanding and, more pointedly, transactions with investees in which the CLN Group holds 50% or less of the respective
voting powers, attention is drawn to the following: aside from specific cases where
control over an investee is exercised jointly with the other party sharing control
(at 31 December 2011, joint control exercised over: DMW, MA-JBM, Almasider,
Prorena Ortolano S.r.l. and Itla S.r.l.), the CLN Group has no power to govern the
financial and operating policies of the investees. In consequence, aside from the
jointly controlled investees referred to above, the CLN Group has no power to
control the strategic, financial and operating decisions of an investee, particularly
in terms of relationships with customers, suppliers, employees and lending institutions.
SIGNIFICANT POST-BALANCE SHEET EVENTS
Events of significance occurring after the 2011 consolidated balance sheets were
drawn and closed are as follows:
February 2012 - MW Italia and Shanghai Baosteel International Economic and Trading Co., Ltd (“Baosteel”) signed a Joint Venture agreement and set up a new company called “Chongqing Baosteel – MW Wheels Co. Ltd”. MW holds a 25% share
of the new company, located in the Province of Chongqing in China. Production
capacity is expected to total 3.5 million PSC/LCV wheels per year.
Canessa S.p.A. agreed to transfer the production activities of the company in Fontanellato in favour of Prorena Ortolano S.r.l. On the strength of this contribution the
CLN Group acquired control of Prorena Ortolano S.r.l., which will be included in the
2012 Consolidated Financial Statements.
March 2012 – MW Italia and the WPT Group reached an agreement whereby MW
agreed to purchase the remaining 30.5% MWPT BV shares. All the relative expenses have already been included in the 2011 Financial Statements
Gianetti Ruote S.p.A., bought a 20% share in Fluid & Mechanical Engineering s.r.l.
12 April 2012 - MA and the Shougang Group Corporation signed an agreement to
form an equally held Joint Venture company producing stamped, assembled and
roll-formed products in the Beijing area (China).
.
.
.
.
.
34
outlook
The first two months of 2012 have essentially confirmed the trend registered in the last
quarter of 2011. The target markets began the year with uncertainty and with a drop in
the levels of demand compared to the analogous period of the prior financial year.
Steel Market
According to forecasts made by relevant trade associations such as Eurofer (for manufacturers) and Eurometal (for distribution), the apparent consumption in the EU-27 for
2012 is expected to decrease (- 2%) compared to 2011, marking a great difference (-22%)
compared to 2007, despite the significant differences amongst the Union’s members and
with Germany, once again, having the best performance opportunity, thanks to its export
possibilities, especially in the Far East, in the automotive and in the engineering industry.
The trends for GDPs within Europe are estimated as being close to zero, with countries
like Italy in recession (-1.2%) and its consequent consumption appraisals seen as being on the decline (-23% compared to 2007), with a particularly critical trend estimate
for the first part of 2012.
Volatile coil prices have risen in the first few months of 2012 running little short of
+100/T (approximately 20%), compared with minimum prices at the end of 2011.
Unfortunately the Italian market’s present situation doesn’t yet show signs of a solid
and stable demand and, all the more so, in the presence of external factors which are
out of our control, the situation could become critical and severely impact our domestic
markets in terms of consumption and prices.
Prudence is therefore compulsory in forecasting the business evolution for 2012, a year
which, for the SSC Division, is still characterised by a demand that is out of line with the current offer and where attention to overall operating costs is of prime importance in reducing
the firm’s break-even point, given that volumes and business margins will be under pressure, due to the structural excess of competition present in the Italian distribution market.
Automotive Market
With regards to the Passenger Cars market (“PSC”), registered number plates fell by
8.2% within the EU27 in the first two months of 2012 compared to the analogous period for the previous year and confirming, therefore, a weakness in demand, as already
apparent from the last months of 2011, even if there are significant differences within
35
each country; Germany, UK and Spain, for example, haven’t been affected by the drop,
whilst France (-20%) and Italy (-17%) have fully confirmed the difficulties that became
apparent throughout 2011. The performance of the main clients for the CLN Group in
Europe show a drop in the number of registered number plates for the first two months
of 2012 compared with the analogous period of the previous year with Fiat Group
(-16%), PSA (-15.8%), Renault (-24.6%)and BMW (-3.4%).
Even the Light Commercial Vehicles sector (“LCV”) in Europe retreated over the first two
months of 2012 (-9.2%), once more with marked diversity amongst the community members: Italy -31,5%, Spain -22,8%, France -3,4%, UK -20,3% whilst Germany doesn’t appear to show any signs of significant variations compared with the previous financial year.
Client performances, within the CLN Group operating within the LCV market in Europe,
show good results compared to Q1 2010 for Renault (+9.8%), Fiat Group (+7.5%) and
PSA (+10%).
In view of the above, it is understandable how the financial year for 2012 will present
uncertainties in the evolution of the demand in Europe with significant and marked
differences between the different countries/carmakers /model/groups. Within such a
context, Automotive Division will continue to pursue its own strategies directed at client and geographical diversification, product positioning for market segmentation and
modelling, the consolidation of efficiencies carried out in 2009-2011 and the awaited
results from reorganisation activities.
Further drive should come from the initiatives taken in new markets in which the Automotive Division was not previously present (South Africa in particular) and from which
an important contribution in consolidation and growth is expected in the medium-term,
whilst groundwork is laid for other future international initiatives (of prominence is the
Joint Venture agreement recently signed with Shougang in China).
Within this setting the Wheels Division expects to have substantial confirmations of
the 2011 positive performances reached in Romania and Poland, whilst a contraction is expected in France; distress will linger in the Italian units, still in the process of
reorganisation and with volumes of business that are insufficient to achieve financial
equilibrium.
The previously outlined path to internationalisation is in fact set to continue, in particular in Turkey through the Joint Venture Agreement signed with Jantsa and in China with
the Joint Venture Agreement signed with Baosteel.
36
Board of Directors
The Chairperson
Aurora Magnetto
38
Ourplants
39
balance at 31 DECEMBER 2011
Consolidated Capital
ASSETS
DUE FROM SHAREHOLDERS FOR CAPITAL NOT PAID IN
FIXED ASSETS
I
Intangible assets
Incorporation and subsequent expenses
R&D costs and advertising expenses
Industrial patent and intellectual property rights
Concessions, licenses, trademarks and similar rights
Goodwill
Intangibles in progress and payments on account
Other
Consolidation difference
Total Intangible assets
II
Tangible fixed assets (Property, Plant and Equipment)
Land and buildings
Plant and machinery
Production and commercial equipment
Other tangible fixed assets
Tangibles under constr. and payments on account
Total Tangible fixed assets (PPE)
III Financial fixed assets
Investments:
Subsidiaries
Associates
Parent companies
Other enterprises
Total Investments
Receivables:
amounts due from subsidiaries
amounts due from associates
amounts due from parent companies
amounts due from other
Total Receivables
Investment securities
Treasury stock
Total Financial fixed assets
Total Fixed assets
CURRENT ASSETS
I
Inventories
Raw materials, ancillary materials and consumables
Work-in-progress and semi-finished goods
Contract work-in-progress
Finished goods and goods for resale
Advances
Total Inventories
42
(Accounts in €/000)
31.12.2011
31.12.2010
0
0
0
541
412
859
204
678
3,816
8,801
15,311
225,368
340,723
13,901
5,068
39,390
624,450
0
2.624
690
1.074
271
519
4,329
9,778
19,285
236,821
353,327
17,280
6,187
45,808
659,423
749
57,590
0
6,911
65,250
632
54,733
0
12,514
67,879
0
750
0
370
1,120
19,442
0
85,812
725,573
154,804
29,814
43,870
60,818
2,045
291,351
0
3,000
0
1,268
4,268
19,448
0
91,595
770,303
158,550
28,969
52,955
53,214
5,010
298,698
ASSETS (cont’d)
31.12.2011
31.12.2010
Receivables
Trade receivables
amounts due within next accounting period
239,273
amounts due after next accounting period
392
Due from subsidiaries
2,000
0
Due from associates
22,166
0
Due from parent companies
0
0
Receivable/Recoverable from taxation authorities
28,996
888
Deferred tax assets
17,971
25,642
Due from other enterprises
893
0
Other receivables
47,589
161
Total Receivables
385,971
III Financial assets not representing fixed assets
Investments
0
Marketable securities
3,965
Treasury stock
0
Total Financial assets not representing fixed assets
3,965
IV Cash at bank and on hand
Bank and post-office deposits
62,639
Cash and valuables on hand
943
Total Cash at bank and on hand
63,582
Total Current assets
744,869
PREPAID EXPENSES AND ACCRUED INCOME
Prepaid expenses and accrued income
2,477
Total Prepaid expenses and accrued income
2,477
TOTAL ASSETS
1,472,919
II
287,423
350
1,318
0
26,055
221
0
0
19,703
1,775
13,804
21,709
877
0
45,100
35
418,370
0
5,004
0
5,004
74,074
109
74,183
796,255
4,870
4,870
1,571,428
43
EQUITY AND LIABILITIES
Equity
I
Share capital
II
Share premium reserve
III Revaluation reserves
IV Legal reserve
V Reserve for treasury stock
VI Statutory reserves
VII Other reserves:
- Capital account reserve
- Consolidation reserve
- Cumulative translation adjustment reserve
VIII Retained earnings (accumulated deficit)
IX Net income (loss) for the year
TOTAL EQUITY attributable to the Group
Attributable to minority interest
TOTAL EQUITY
RESERVES FOR RISKS AND CHARGES
Reserve for severance indemn. and similar obligations
Reserve for taxation, including deferred taxation
Other
Total Reserves for risks and charges
RESERVE FOR EMPLOYEE TERMINATION INDEMNITIES
PAYABLES
Debentures
Convertible debentures
Stakeholder financing repayable
Banks
Other financiers
Advances
Suppliers
Payables represented by negotiable instruments
Subsidiaries
Associates
44
31.12.2011
31.12.2010
235,000
0
13,463
4,075
0
0
235,000
0
13,463
3,720
0
0
100,000
7,630
-17,934
16,766
13,467
372,467
26,102
398,569
100,000
7,553
5,060
9,140
13,151
387,087
22,375
409,462
9,757
51,346
30,964
92,067
22,541
9,972
39,503
24,162
73,637
24,488
0
0
0
0
0
12
282,276
88,500
272,590
99,914
83,069
61,258
44,888
101,917
72,236
65,547
294,641
0
588
339,884
0
1,431
0
0
0
0
2,559
0
459
0
EQUITY AND LIABILITIES (cont’d)
Parent companies
Other enterprises
Taxation authorities
Provident and social security institutions
Other payables
Total Payables
ACCRUED EXPENSES AND DEFERRED INCOME
Premium on loans issued
Other
Total Accrued expenses and deferred income
TOTAL EQUITY AND LIABILITIES
31.12.2011
0
0
7
0
31.12.2010
0
0
20,031
0
137
0
29,643
834
17,563
227
17,927
339
33,297
1,502
930,406
27,451
3,230
1,033,551
29,336
29,336
1,472,919
30,290
30,290
1,571,428
45
MEMORANDUM ACCOUNTS
GUARANTEES GIVEN
SURETIES
TOTAL GUARANTEES GIVEN
COMMITMENTS
Commitments for derivatives
TOTAL COMMITMENTS
31.12.2011
31.12.2010
18,609
3,847
18,609
3,847
25,283
43,500
25,283
43,500
981
2,153
981
2,153
44,873
49,500
CONTINGENCIES
Endorsements & surety received from unrelated parties
TOTAL CONTINGENCIES
TOTAL MEMORANDUM ACCOUNTS
46
Consolidated income statement A)
PRODUCTION VALUE
Revenues from the sale of goods and services
Change in work-in-progress, semi-finished goods
and finished goods
Change in contract work-in-progress
Increase in fixed assets for internal work
Other revenues and income
Total production value
B)
PRODUCTION COSTS
Raw materials, ancillary materials, consumables
and goods for resale
Service costs
Expenses relating to the use of third party assets
Personnel:
Salaries and wages
Social security contributions
Employee termination indemnities
Severance and similar charges
Other personnel expenses
Total Personnel expenses
Depreciation and devaluation:
Amortization of intangible assets
Depreciation of tangible fixed assets
Devaluation of intangible/tang. fixed assets
Devaluation of receivables and liquid funds
Total Depreciation and devaluation
Change in raw materials, ancillary materials,
consumables and goods for resale
Provisions for risks
Other provisions
Other operating expenses
Total Production costs
Difference between the value of production
and production costs
C)
FINANCIAL INCOME AND EXPENSES
Income from investments:
in subsidiaries
in associates
in parent companies
in other enterprises
Total Income from investments
2011
2010
1,892,373
1,700,886
11,128
665
-6,217
91
200,864
2.098,239
-20,938
172
219,463
1,900,248
1,388,284
1,221,624
209,181
13,507
190,040
13,427
207,819
57,291
6,545
1,008
31,386
304,049
7,137
79,953
1,130
1,674
89,894
189,720
56,123
6,857
650
23,296
276,646
-4,340
-1,783
5,573
1,914
16,937
2,024,999
1,326
1,000
14,417
1,811,180
73,240
89,068
0
0
0
0
0
0
0
0
385
385
9,982
79,294
2,398
2,809
94,483
47
Consolidated income statement (cont`d)
Other financial income:
- from receivables classified under fixed assets
From subsidiaries
From associates
2011
2010
0
0
62
109
2
74
64
183
443
375
292
1,214
Interest and commission from subsidiaries
0
0
Interest and commission from parent companies
0
From parent companies
Other
Total Receivables classified under fixed assets
- From securities classified under fixed assets, not
representing investments
- From securities classified under current assets,
not representing investments
Income other than that listed above
Interest and commission from associates
0
0
0
28
Interest and comm. from other, and other income
2,085
1,441
Total Income other than that listed above
2,085
1,469
Total Other financial income
2,884
3,241
Other
35,776
24,447
Total Interest and financial charges
35,776
24,447
7,112
-1,868
0
Interest and other financial charges
From subsidiaries
From associates
From parent companies
From other Group companies
Foreign exchange gains/(losses)
Total Financial income and expenses
D)
ADJUSTMENTS TO THE VALUE OF FINANCIAL
ASSETS
Revaluations:
48
Investments
Financial fixed assets, not representing
investments
Securities classified under current assets, not
Total Revaluations
-25.780
-22.688
2,537
2,529
0
0
0
0
2,537
2,529
Consolidated income statement (cont`d)
Devaluations:
Investments
Financial fixed assets, not representing
investments
Securities classified under current assets, not
Financial receivables
Total devaluations
Total Adjustments to the value of financial assets
E)
EXTRAORDINARY INCOME AND EXPENSES
Extraordinary income
Gain on disposals
Other
Total Extraordinary income
Loss on disposals
Taxes relative to prior periods
Other
Total Extraordinary expenses
Total Extraordinary items
INCOME BEFORE INCOME TAX
Current income tax
Deferred income tax assets and liabilities
Income tax
NET INCOME (LOSS) BEFORE MINORITY
INTEREST
Minority interest gain (loss)
NET INCOME (LOSS) AFTER MINORITY INTEREST
2011
2010
3,306
9,308
0
0
0
0
3,306
9,308
-769
-6,779
598
2,084
11,470
4,680
995
836
10,872
53
2,596
1,354
18,200
21,030
19,248
23,220
-7,778
-18,540
18,893
28,290
38,913
2,901
41,061
-4,166
21,794
24,124
17,119
16,937
-3,652
-3,786
13,467
13,151
49
Notes to the consolidated financial statements
for the year ended 31 december 2010
1. CORE BUSINESS
CLN S.p.A. is a joint stock company duly incorporated and existing under the laws of
Italy. CLN S.p.A. and its Subsidiaries (“the Group”) operate in 16 countries with 3 diverse business lines: Service Centers (steel coil slitting and steel sheet cut to lenght in
general), Presswork and Steel Wheel Production.
Related party transactions form part of the Group’s normal day-to-day business. These
are mainly of a commercial nature and are regulated as per market conditions.
2. FORM AND CONTENT OF THE CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements for 2011 have been prepared as required by Section
III of Italian legislative decree 127/1991, the subsequent variations and interpretations introduced by the Italian legislative decree no. 6 of January 17, 2003 (the Corporate Governance
Reform Act), as subsequent amendments integrated in the accounting principles of the Italian Accounting Profession (Consiglio Nazionale dei Dottori Commercialisti e dei Ragionieri),
the Italian Accounting Board (Organismo Italiano di Contabilità) and the International Accounting Standards issued by the International Accounting Standards Board (I.A.S.B.).
These have been applied exercising prudence and on a going concern basis while
also taking into account the economic function of the asset or liability component in
consideration.
The consolidated financial statements include the consolidated balance sheet, the
consolidated income statement and these accompanying Notes.
The more significant post-balance sheet events, illustrated in the Report on Operations
section, form an integral part of these notes.
The accompanying Consolidated Financial Statements have been prepared using the
global integration method and include the Consolidated Financial Statements of CLN
S.p.A (parent company) together with Italian and overseas companies where the parent company holds, either directly or indirectly, majority voting rights.
The Consolidated Perimeter is attached to the these Supplementary Notes.
Companies included in the Group, along with their registered business name and address, declared strategic intent, share capital and percentage of direct or indirect ownership are listed in an attachment to these Supplementary Notes.
51
The financial statements in the consolidation all refer to the same date of closure of the
parent company.
No situations occurred in the Consolidate Financial Statements requiring derogation
under Article 2423.4 of the Italian Civil Code.
Consolidation Principles
The Financial Statements of Companies within the Consolidated Perimeter, drafted
and approved by the respective board of directors and amended where necessary
to conform with the accounting policies adopted by the parent company, have been
included in the Group Consolidated Financial Statements for the year ending 31 December 2011.
The income statements of foreign subsidiaries denominated in foreign currency have
been converted into Euro at the respective average rate of exchange for the year
whereas the related balance sheets have been converted into Euro at the exchange
rate prevailing at the end of 2011.
Exchange differences, resulting from the conversion of opening shareholders’ equity
at current rates of exchange and at year-end rates of exchange, have been registered
as consolidated equity reserves.
The rates of exchange applied are reported in the Supplementary Notes under the
heading “Other information”.
As summarized below, all subsidiary undertakings included in the consolidation
perimeter have been consolidated using the line by line method summarized as
follows:
a. assets, liabilities, revenues and expenses of subsidiaries, regardless of shareholdings have been included in the consolidated financial statements, after eliminating
the book value of the investments held by the parent company, or by other consolidated companies against the related shareholders’ equity. Minority interests in
the net equity and the net result for the year of the consolidated subsidiaries are
shown separately in the consolidated balance sheet and the consolidated income
statement.
b.The difference between the purchase consideration paid and the net result for
the year of the companies acquired during the year is taken to the consolidated
financial statements. Where applicable, any differences are allocated to the assets and liabilities of the company being consolidated. Any residual difference is
treated as follows:
52
. if positive, this is recognized on the asset side of the consolidated balance sheet
under line account “consolidation difference”, and is amortized at a constant rate
over the period of expected future risks and benefits;.
if negative, this is recognized within consolidated net equity under line account
“consolidation reserve”, or, should future losses be forecasted, under consolidation reserve for risks and future charges”.
c. Elimination of receivables, payables and revenues arising between consolidated
companies not involving unrelated parties.
The following have also been eliminated:
capital gains arising from or relating to fixed assets transferred among consolidated
companies;
intragroup profits, if significant, arising from transactions between consolidated companies relating to assets transferred that continue to remain as inventory with the acquirer;
devaluation and recovery of investments held by consolidated companies including
intragroup receivables and dividends.
.
.
.
.
3. ASSESSMENT CRITERIA AND ACCOUNTING POLICIES
The evaluation criteria, as required by Article 2426 of the Italian Civil Code, adopted in
preparing the 2011 Consolidated Financial Statement, and unchanged from 2010, are
as follows:
Intangible Assets
Intangible assets are stated at purchase price or production cost. Cost includes accessory expenses, as well as the indirect and direct costs that can be reasonably attributed to the relevant asset. In no case the cost incurred, as defined above, exceeds
the recoverable amount.
Depreciation plans have various durations depending on the estimated economic usefulness of the related asset.
Depreciated intangible assets are registered at their depreciated value, and, with the
exception of goodwill, cannot be maintained in subsequent financial statements when
the reasons for the adjustment ceases to exist. Where the devaluation is of an extraordinary nature, production reconversion, restructuring or production resizing the assets
are registered as extraordinary liabilities.
53
Tangible Fixed Assets (Property, Plant and Equipment)
Tangible fixed assets are stated at purchase price or production cost, adjusted in some
cases as a result of the application of specific monetary revaluation laws or gains arising from the difference between the cost of new acquisitions and purchased net equity,
less accumulated depreciation.
Tangible fixed assets, the expected useful life of which is limited in time, are depreciated systematically each period on the basis of economic/technical rates determined
according to the remaining possibilities of utilizing the related asset.
The depreciation rates applied in the year under review are as follows:
Industrial property
Plant and Machinery
Industrial and commercial equipment
Other
3 to 10%
6.7 to 17.5%
5 to 25%
12 to 25%
The assets are depreciated as from the period in which these enter into service. For
assets acquired in the financial period, the annual depreciation is taken at half (50%)
the regular rate, based on the assumption that the depreciation charge thus taken
does not differ significantly from the depreciation charge determined as from the moment in which the asset is made available and ready for use.
In the case of a permanent impairment in value, regardless of the depreciation already
provided, the asset is written down accordingly; if, in subsequent periods, the reasons
for the write-down cease to apply, the original value of the asset is reinstated. Should
the write-downs result from permanent impairment losses arising as a result of transactions exceptional in nature, or production reconversion, restructuring or production
downsizing, these are classified as extraordinary expenses.
Ordinary maintenance costs are charged wholly against the consolidated income
statement. Maintenance costs of a betterment nature are attributed to the fixed asset
to which they relate, and are depreciated in relation to the remaining possibilities of
utilizing that asset.
Not encompassed within the value of tangible fixed assets are financial charges incurred in the purchase or construction thereof.
Shown separately are payments on account and tangibles under construction, as yet
not entered into service at the consolidated balance sheet date.
Leasing arrangements are accounted for in the consolidated financial statements under the finance method whereby the capital value of assets, including the portion of
54
lease rentals on inception encompassed within “prepaid expenses” in the statutory accounts, is taken to “tangible fixed assets”, whilst lease rentals payable by way of principal are taken to “non-current financial payables”. The lease rentals accounted for in
the statutory accounts are replaced by depreciation determined in relation to the useful
life expectancy of the assets held under lease, classifying the related interest expense
under “financial charges” and the related deferred taxation provisioned.
Notwithstanding general accounting principles generally accepted in Italy and where:
Permitted
(i)by specific monetary revaluation laws, or
(ii)deemed to portray more fairly and truly the values of land and buildings,
The Group has recorded revaluations (in accordance with the thresholds permitted by
law), with the corresponding income statement item being equity reserves. No reassessed amounts are in excess of recoverable amounts.
Financial Fixed Assets
Not included in the consolidation are idle subsidiaries (in start-up) insofar as their impact on aggregate assets, liabilities, net financial position and the result reported by
the Group is insignificant.
Investments in associates are measured and accounted for under the equity method; the positive (negative) difference between the value determined under the equity
method and the carrying amount stated in the previous year’s accounts, for the portion
arising from profits (losses) is taken to a specific income statement line. Also taken into
account when accounting for associates under the equity method are the investments
held by the latter in subsidiary or associate undertakings.
Investments in other enterprises are instead carried at cost, and possibly reduced to
reflect any permanent impairment in value.
Receivables are stated at their presumed realizable value.
Securities are stated at cost, and possibly devalued to reflect any permanent impairment in value.
Inventories
Inventories are stated at the lower of purchase or production cost, determined in
accordance with the first-in, first-out (FIFO) method of inventory valuation, and presumed realizable value based on market conditions. The valuation of inventory at
current cost would not have been significantly different from the FIFO valuation.
55
Manufacturing costs include the cost of raw materials, direct costs and the portion of
indirect costs that can be attributed to the cost of production. Obsolete and slow-moving inventories are devaluated on the basis of their possible utilization or saleability
Receivables
Receivables classified under Current Assets are stated at their nominal value. More
pointedly, trade receivables are devalued to their presumed realizable value, as required under Article 2426 of the Italian Civil Code, by provisioning adequate funds to
an appropriate reserve.
The Group enters into factoring and/or securitization transactions involving the sale
and securitization of its trade receivables. The Group also securitizes and sells certain
trade receivables “with recourse”, whereby the receivables sold remain on the asset
side of the consolidated balance sheet, as matched on the other side of the consolidated balance sheet by a financial liability for an equal amount. In this case, no receivables are derecognized.
Accruals and Prepayments
Accruals and prepayments include the portion of revenues and expenses covering two or
more periods, in accordance with the matching or accrual basis of accounting. Under this
basis, the effects of transactions and other events are recognized when they occur (and
not as cash or its equivalent is received or paid) and they are recorded in the accounting
records and reported in the financial statements of the periods to which they relate.
The matching of costs with revenues is a process in which expenses are recognized in
the income statement on the basis of a direct association between the costs incurred
and the earning of specific items of income. This process involves the simultaneous or
combined recognition of revenues and expenses that result directly and jointly from the
same transaction or other events.
The adopted evaluation criteria reflect the application of the general principle of assigning revenues and expenses to the accounting period of reference.
Dividends Payable to Shareholders
Dividend distribution to the shareholders is recognized as a liability in the Group’s
financial statements in the period in which the dividends are declared at the relevant
Shareholders’ Meeting.
56
Reserves for Risks and Charges
Reserves for risks and charges are provided to cover certain or probable losses or
liabilities for which the exact value and effective date are not determinable at the yearend. The reserves represent the best estimate possible based on the information currently available.
Reserve for taxation, and deferred taxation is also included under this title.
Reserve for Employee Severance Indemnities
As accrued by the Italian companies of the Group, the reserve for employee severance
indemnities is provided to cover the full liability due to employees in conformity with current legislation, national labour contracts and payroll agreements prevailing in Italy.
Law No. 296 enacted on 27 December 2006 (Italian Financial Act 2007) introduced
pension reform regulations (establishment of agreed-upon supplementary pension
fund) in respect of Severance Indemnity (TFR) allocations maturing after January
1, 2007
The effects of the reform include the following:
TFR allocations maturing up to 31 December 2006 remain as a book reserve deposited with the company;
TFR allocations maturing as of 1 January 2007 are, as designated by the employee,
transferred or directed to:
a)Agreed upon second-pillar pension funds; or
b)Left with the company, which transfers the TFR allocations to the National Social
Insurance Institute (INPS).
At the consolidated balance sheet level, “Reserve for employee severance indemnities” represents the residual balance on the reserve existent on 31 December 2011;
classified under “Amounts due to provident and social security institutions” is the liability accrued on 31 December 2011 in respect of TFR allocations as yet to be transferred
to the pension funds or provident institutes.
.
.
Payables
Payables are stated at their nominal value.
57
Commitments, Guarantees and Contingencies
The effective contingencies, commitments and guarantees outstanding at the consolidated balance sheet date are reported in the memorandum accounts.
Revenue Recognition
Revenue is accounted for in accordance with the accrual basis of accounting, less
returns, trade discounts, rebates and premiums. Revenue from the sale of goods is
recognized at the moment that title passes to a customer, which generally coincides
with shipping or consignment. Revenue from the provision of services is recognized at
the moment that the services are rendered.
Cost and Expense Recognition
Costs and expenses are recognized in accordance with the accrual basis of accounting.
Interest Income, Interest Expense, Other Income and Expenses
Interest income and interest expense, and, not least, other income and expenses, are
recognized and included in the accounts, along with the related accruals and deferrals,
in accordance with the accrual basis of accounting.
Taxes
a. Income taxes are applied according to the tax laws and regulations prevailing in the
countries in which the Group companies operate.
b. As of 2004, the Group’s Italian companies have elected to adhere to the National Tax
Consolidation program pursuant to Article 117/129 of the Italian Tax Code (T.U.I.R).
c. The company CLN S.p.A. acts as a consolidating entity and determines a single
taxable base for the group of companies adhering to the tax consolidation program,
thereby benefitting from the possibility to – set off – taxable income with tax losses
with a single income tax return.
d. Each company adhering to the tax consolidation program deposits its entire taxable income with the tax consolidating entity, recording an account payable, for an
amount equating the “IRES” corporation tax payable, the companies contributing
tax losses register an account receivable vis-à-vis with the consolidating entity, for
58
an amount equating the “IRES” corporation tax effectively offset by the Group.
e. Furthermore, deferred tax assets and deferred tax liabilities are determined for the more
significant consolidation transactions and all temporary differences between the consolidated assets and the consolidated liabilities and the corresponding amounts for the
purposes of taxation shown in the statutory accounts of the consolidated companies.
f. In particular, deferred tax assets, classified under “deferred tax assets”, are recognized only if their future recovery is certain. Deferred tax liabilities, classified under
“reserve for taxation, including deferred taxation”, are not recognized if there is small
possibility that a future liability will rise.
Furthermore, in agreement with benchmark accounting standards, a deferred tax asset is recognized for the carry forward of the unused tax losses to the extent that it is
probable that the future taxable profit will be available against which the unused tax
losses can be utilized.
Dividends from Associates
Dividends distributed by participated Companies not included in the consolidation are
accounted for in the year they were deliberated on.
Other Data
The following table lists the rates of exchange used for currencies other than the Euro.
Currency
Nation
Peso
Argentina
Zloty
Poland
Real
New Leu
Rupie
Ruble
Rand
Brazil
Rumania
India
Russia
South Africa
Kuna
Croatia
Ringgit
Malaysia
Yen
Japan
New Turkish Lira Turkey
Dinar
Serbia
Dec. 31, 2011
5.568
2.416
4.458
4.323
68.713
Exchange Rate
(Bank of Italy)
Average 2011
Dec. 31, 2010
2.326
2.218
4.239
4.262
5.745
4.12
5.31
3.975
64.886
59.758
10.483
10.097
8.863
100.2
110.959
108.65
2.443
2.338
2.069
41.765
7.537
4.106
106.177
40.885
7.439
4.256
101.966
40.82
7.383
4.095
106.045
59
4. NOTES ON CONSOLIDATED FINANCIAL DATA FOR THE YEAR ENDED
31 DECEMBER 2011
4.1 Fixed Assets
Intangible assets
As of December 31st 2011, assets shown below amount to € 15.312 thousand.
31.12.2011
Incorporation and subsequent costs
Research, developing and publicity costs
Industrial Patent and intellectual property rights
Concessions, licenses, trademarks and
similar rights
Goodwill
31.12.2010
0
541
2,624
859
1,074
204
271
412
Other
Consolidation differences
690
3,816
4,329
678
519
8,801
Fixed assets in progress and account
Total
0
9,778
15,311
19,285
The variations to the original cost of intangible activities for the year 2011 are as following:
R&D
Incorpor.
costs and
and
subsequent advertising
expenses expenses
Historic cost
on 31.12.2010
Additions
Divestments
Delta
consolidation
scope
Reclassif./
Other changes
Historic costs
on 31.12.2011
60
Intangibles
in
Ind.patent Licenses
Other
and
Consol. progress/
and intell.
Goodwill intangible
difference payments
Property tradeassets
on
expenses marks
account
Total
20,140
53,903
5,215
4,567
2,813
26,285
28,261
519 141,704
0
0
362
302
180
223
0
1,010
2,077
-1
-167
-66
-105
-200
-276
0
-385
-1,201
-21
178
4
-258
6
1,368
0
-466
810
20,118
53,914
5,515
4,506
2,799
27,600
28,261
678 143,390
Accumulated amortization for the year ending 31 December 2011:
Accumulated
amortization
at 31.12.2010
Increase
Uses
Delta
consolidation
scope
Reclassif./
Other changes
Accumulated
amortization
on31.12.2011
Intangibles
Ind.
Incorpor.
R&D
Licenses
in
Patent
Other
And
costs and
and
Consol. progress/
Goodwill intangible
and intell.
tradedifference Payments
Property
assets
expenses expenses
marks
on
rights
account
Total
20,140
51,279
4,526
3,492
2,542
21,956
18,484
0 122,420
0
2,626
613
421
72
1,815
976
0
6,523
-1
-167
-36
-64
-20
-172
0
0
-460
-21
-365
0
-202
0
184
0
0
-404
20,118
53,373
5,103
3,647
2,594
23,783
19,460
0 128,079
The net book value of the Intangible Assets is analysed as follows:
Net book
value on
31.12.2010
Additions and
amortiz.
Divestment/
use
Delta
consolidation
scope
Reclassif./
Other changes
Net book
value on
31.12.2011
Intangibles
Ind.
Incorpor.
R&D
Licenses
in
Patent
Other
And
costs and
and
Consol. progress/
and intell.
Goodwill intangible
tradedifference Payments
Property
assets
expenses expenses
marks
on
rights
account
Total
0
2,624
690
1,074
271
4,329
9,778
519
19,285
0
-2,626
-251
-119
108
-1,592
-976
1,010
-4,446
0
-30
-41
-180
-105
0
-385
-741
0
0
0
0
0
0
0
0
543
3
-55
5
1,184
-1
-466
1,213
0
541
412
859
204
3,816
8,801
678
15,311
In reference to “Consolidation difference”, the following chart shows details of Goodwill
determined as the difference between the value of the investements and the pro-rated
net equities of the subsidiaries arising on the first-time consolidation and not allocated
to the assets or liabilities of the entity being consolidated.
61
Start up
31 Dec 2010
MAC, Delfo Polska
e SHL
9,778
Depreciation/
other variations
Impairment
-976
31 Dec 2011
8,801
Amortization is calculated in periods of 5-10-15 years from the purchase date of investment according to the remaining possibility of utilizing the assets. The residual value
of the “Consolidation difference” is considered recoverable based on the subsidiaries
estimated earnings, operations and programs foreseen in the near future.
Tangible Fixed Assets
On 31 December 2011, tangible fixed assets amount to approximately € 624,450 thousand and are divided as follow:
Land and buildings
Plant and machinery
Industrial and commercial equipment
Other tangible fixed assets
Tangibles in progress of construction
Total
31.12.2011
225,368
340,723
13,901
5,069
39,390
624,450
31.12.2010
236,821
353,327
17,280
6,187
45,808
659,423
Details regarding the individual items are as follows:
Land and buildings: include buildings in which the Group companies carry out their
business activities.
Plant and machinery: these include production lines used in the working process.
Industrial and commercial equipment: these include equipment to support the production process.
Other tangible fixes assets: these include electronic and electric machinery, fixtures
and furnishings.
.
.
.
.
The table below illustrates the variations incurred against the original cost of the Groups
fixed tangible assets during 2011.
62
Historical cost
on 31.12.2010
Additions
Divestments
Delta
Consolidation
scope
Reclassification/
Other changes
Historic cost on
31.12.2011
Industrial
and
commercial
equipment
Other
tangible
fixed
assets
Tangibles
under
constr. &
payments
on account
Land and
buildings
Plant and
machinery
372,833
1,036,294
134,307
31,410
45,808
1,620,652
11,215
34,855
3,512
936
30,160
80,678
Total
-3,379
-31,009
-4,399
-1,380
-40,167
-9,551
21,141
-7,023
-149
-36,578
-32,160
371,118
1,061,281
126,397
30,817
39,390
1,629,003
The variations for the accumulated depreciation were as follows:
Accumulated
depreciation on
31.12.2010
Increase
Uses
Consolidation
scope Delta
Reclassification/
other changes
Accumulated
depreciation on
31.12.2011
Tangibles
under
constr. &
payments
on
account
Land and
buildings
Plant and
machinery
Industrial
and
commercial
equipment
136.012
682.967
117.027
25.222
0
961.229
14.847
60.947
5.343
1.537
0
0
82.674
-33.384
Other
tangible
fixed
assets
Total
-2.614
-25.315
-4.339
-1.116
-2.495
1.958
-5.534
105
0
-5.966
145.750
720.557
112.497
25.748
0
1.004.553
63
The net book value of the items of Tangible Fixed Assets is analysed as follows:
Net book value
at 31.12.2010
Increase/
Depreciation
Divestments/
Use
Consolidation
scope Delta
Reclassification/
Other changes
Net book value
at 31.12.2011
Production
&
commercial
equipment
Other
tangible
fixed
assets
Tangibles
under
constr. &
payments
on account
Total
Land and
buildings
Plant and
machinery
236,821
353,327
17,280
6,187
45,808
659,423
-3,631
-26,093
-1,831
-602
30,160
-1,997
-765
-5,694
-59
-264
0
-6,782
-7,057
19,183
-1,489
-253
-36,578
-26,194
225,368
340,723
13,901
5,069
39,390
624,450
The more significant investments during 2011 include:
For the SSC division, investment in the photovoltaic plant of CLN (about € 2.2
million);
For the Wheels Division, a Mecfond press was acquired in Romania (about
€ 3.5 million) and investments made for the Kingisepp building in Russia (about
€ 1 million);
For the Automotive Division, Germany and Poland new transfer presses (€ 18 million); new Ford/BMW projects in South Africa (€ 10 million) and a new profiling line
for WM (about € 7 million).
.
.
.
The tangibles under construction on 31 December 2011 (€ 39.390 thousand), mainly
concern: MAD and Delfo Polka (€ 8.2 million and € 3.6 million) regarding the investment made to acquire transfer presses, WM (€ 6.3 million) regarding a new profiling
line, MW Romania (€ 4.3 million) for the purchase of a new press and MW Lublin (€
2.9 million) for the purchase of a wheel assembly line.
Financial fixed assets
Financial fixed assets on 31 December 2011 amount to € 85.812 thousand (31 December 2010: € 91.595 thousand) and are composed of the following:
64
Equity investments
Subsidiaries
Claudlynn Investments
Rensor Property
IG Investments
Aviscali
other
TOTAL Subsidiaries
Associates
Metaltranciati
Gervasi Polska
OMV
Ema Polska
Emarc Romania
DELNA
Almasider
Lima
Proma Poland
JBM – MA
MWSA
Prorena Ortolano
Itla S.r.l.
Etromex
Cellino S.r.l.
PMC S.p.A.
PMC D.o.o.
Comm. Sid. del Sud
CIR S.p.A.
TOTAL Associates
Other enterprises
SPL
Emarc
IPM
MIM Gmbh
IM
CSM
AR Machine
CIR S.p.A.
Aircom
Other minor enterprises
TOTAL other enterprises
TOTAL
%
Valued
As at Acquisitions/ Other Write-down/ As at
ownership
at
31-12-10 Disposals changes adjustment 31-12-11
31-12-11
Cost
Cost
Cost
Cost
Cost
100.00
100.00
100.00
100.00
n/a
44
244
267
77
Equity
Equity
Equity
Cost
Cost
Equity
Equity
Equity
Cost
Equity
LxL
Equity
Equity
Cost
Equity
Equity
Equity
Equity
Equity
48.00
35.00
25.00
49.00
49.00
31.26
50.00
37.48
35.00
50.00
100.00
51.00
51.00
17.85
39.00
50.00
27.75
0.00
20.00
1,690
366
1,718
Cost
Cost
Cost
Cost
Cost
Cost
Cost
Cost
Cost
Cost
15.00
9.25
0.00
10.00
20.00
4.00
9.75
20.00
7.5
632
75
10,402
1,654
1,600
4,382
566
13,687
6,735
350
11,358
8
142
54,733
2,066
1,705
2,090
450
1,400
335
557
3,500
140
271
12,514
67,879
12
19
76
21
128
56
263
343
66
21
749
-11
-11
-102
19
3,108
-2,090
-2,211
-769
-769
2,066
1,681
450
1,400
335
557
140
282
6,911
65,250
-361
-1,094
151
-557
-566
-529
-255
-234
1,232
1,145
7
-388
-8
3,250
-142
1,588
366
1,357
19
75
9,459
1,654
1,600
3,591
14,390
7,625
350
11,365
2,862
1,289
57,590
3,500
517
-24
-3,500
-2,090
1,146
11
-3,513
-3,006
65
The South African real estate companies (Claudlynn Investment, Rensor Property e
IG Investment) and the Italian company Aviscali are not consolidated using the full
method because the consolidation would not have generated a significant impact.
Regarding associate undertakings:
As far as MWSA is concerned, the purchase of controlling shares was performed
during the year; therefore the company has been consolidated using the line by line
method in the consolidated 2011 financial statements.
The remaining write downs/revaluations of equity investments derive solely from
the losses/profits reported and included on a pro-rated basis in the consolidated accounts.
.
.
Prorena Ortolano S.r.l. and Itla S.r.l., though holding a 51% interest, have not been fully
included in the consolidation due to the existing partnership governance rules stipulating equal joint control. Both companies have therefore been evaluated using the equity
method as per normal practice in all cases of joint control. Highlights of the equity and
revenue figures for the year ending 31 December 2011 for both companies are shown
in the following table (all amounts are in €/000):
Equity
Total Assets
Sales revenue
Net result
Prorena Ortolano
Srl
20,356
Itla Srl
9,797
59,695
35,721
3,563
2,743
79,343
51,652
Financial receivables
On 31 December 2011, financial receivables relate primarily to receivables due from
Itla S.r.l. (€ 0.75 million) regarding financing arrangements signed in January 2010 set
to mature in December 2012.
Other Items
Other items primarily include Italian Government Securities (€ 19 million) held by
the parent company, CLN S.p.A. The securities referred to above are recognized in
the consolidated financial statements at cost, and are considered to be long-term
investments.
66
4.2 CURRENT ASSETS
Inventories
Raw materials, ancillary materials and
consumables
Work in process and semi-finished goods
31.12.2011
Contract work-in-progress
Finished goods and goods for resale
Advances
Total
31.12.2010
154,804
158,550
29,814
28,969
60,818
53,214
43,870
2,045
291,351
52,955
5,010
298,698
Inventories shown are net of the provision for the write down of stock amounting to €
21,131.00 (€ 16,304.00 on 31 December 2010). The fund covers the lower value of
raw materials no longer used in current production as well as finished goods, and obsolete or slow-moving ancillary materials in stock while also aligning the value of overall stock to that of the market when this latter is lower. The following table illustrates the
changes to the depreciation fund for stock between 2010 and 2011. End of year figures
are to be deemed congruent.
Stock devaluation provision at 31 December 2010
16,304
Uses/Other variation
-1,858
Accruals
Stock devaluation provision at 31December 2011
6,685
21,131
On 31 December 2011, stock devaluation provision was set at € 15.5 million to cover
raw materials, € 1.3 million to cover semi-finished goods, and € 4.3 million to cover
finished goods.
The increase of provision refers mainly to the SSC Division’s steel stock (equal to
approximately € 5 million) and is aimed at realigning the reserve with current market
prices.
Contract work in progress is primarily related to equipment and die costs sustained by
the Automotive Division with regard to preparation for the production of new models.
When production begins all new equipment and dies are billed to customers, while
the costs, held in suspense in inventory during production, are released to the income
statement. The relative margin is spread over five years (presumed average produc-
67
tion term) in order to allocate to each period the effective net profit on this activity.
Financially, the impact is largely covered by advance payments collected from the relative customers, and classified in the accounts under advances.
Receivables
Receivables classified under current assets are analysed as follows:
Trade receivables
31.12.2011
Receivable from subsidiaries
239,665
2,000
31.12.2010
287,773
1,318
Receivable from associates
Receivable/Recoverable from taxation
authorities
Deferred tax assets
22,166
26,276
29,884
21,478
43,613
35,513
Other receivables
47,750
45,135
Receivable from other enterprises
Total
893
385,971
877
418,370
Trade receivables
Trade receivables on 31 December 2011 equalled € 239,665 (€ 287,773 on 31 December 2010) are shown net of devaluation funds of € 12,486 on 31 December 2011.
Credits are stated net of receivables sold or securitized without recourse for an amount
totalling € 161 million (€ 118 million on 31 December 2010)
The following table illustrates the changes to the devaluation fund in 2011. The end of
year figures are to be deemed congruent.
Receivables devaluation fund - 31 December 2010
11,939
Uses/other variations
-1,644
Provision
Receivables devaluation fund - 31 December 2011
Accounts receivable from subsidiaries
2,191
12,486
Accounts receivable from subsidiaries on 31 December 2010 totalling € 2 million relate
to financial accounts receivable from the subsidiary Aviscali.
68
Accounts receivable from associates
Accounts receivable from associates on 31 December 2011 amount to approximately
€ 22,166 (€ 26.276 on 31 December 2010)
The following table shows the more significant items at 31 December 2011:
Amounts due from associates
Gervasi Polska
31.12.2011
31.12.2010
8
1,204
166
89
Almasider
1,055
1,263
Itla S.r.l.
2,368
4,587
Cellino Group
3,915
3,692
CDS
Proma Poland
Metaltranciati
OMV
MWSA
Prorena Ortolano
Delna
JBM – MA
Gruppo Lima
CTL
Gruppo PMC
CIR
Total
0
11
20
0
2,975
3
4
7
72
2,888
2,518
3
8,656
9,549
230
-
33
400
2,724
-
22,166
26,276
2
-
The CLN Group has mostly commercial relationships with associated Companies.
The accounts receivable in the above table are all commercial except the following:
The accounts receivable with JBM-MA primarily originates from the sale of presswork lines during the course of 2008.
The accounts receivable with the PMC Group includes financing of € 2 million provided by MA;
the accounts receivable from Prorena Ortolano include a receivable totalling € 1.6
million resulting from inclusion of the associate to the CLN Group tax consolidation
program.
The accounts receivable with Itla s.r.l. include a receivable totalling € 0.7 million resulting from inclusion of by the associate to the CLN Group tax consolidation program.
.
.
.
.
69
Recoverable/Receivable from taxation authorities
Amounts recoverable or receivable from taxation authorities are represented primarily by
VAT recoverable from Italian taxation authorities (€ 19,309) and income tax (€ 7,320).
Deferred tax assets
Information regarding deferred tax assets, amounting to € 43,613 (31 December 2010:
€ 35,513) can be found in the note relating to the “Reserve for taxation”.
Accounts receivable from other enterprises
Accounts receivable from other enterprises on 31 December 2011 amounted to approximately € 893 thousand (31 December 2010: € 877 thousand)
The following table summarizes the most significant items as at 31 December 2011:
Amounts due from other enterprises
IM S.p.A.
31.12.2011
31.12.2010
42
92
Emarc
851
667
Total
893
877
Other minor enterprise Companies
Other receivables
-
118
Other receivables total € 47,750 (31 December 2010: € 45.135 thousand). These include:
Amounts due from factoring companies in respect of receivables sold and not yet
advanced totalling € 20.3 million (31 December 2010: € 21.7 million); the more significant of these are as follows:
(i) Wagon Italia from Mediofactoring totalling € 14.5 million (€ 13.2 million: 31
December 2010);
(ii) Eurostamp from Banque Palatine totalling € 1.4 million (€ 4 million: 31 December 2010);
(iii) MW France totalling € 0.4 million from Eurofacteur (€ 3.3 million: 31 December
2010).
Advances to suppliers totalling € 10.6 million (31 December 2010: € 4.7 million).
Advances to employees totalling € 1.8 million (€ 1.5 million: 31 December 2010).
Receivables from provident and social security totalling € 1.5 million (€ 1.2 million:
31 December, 2010).
Other receivables totalling € 12.5 million (€ 14.1 million: 31 December 2010).
.
.
.
.
.
70
Available cash
Available cash amounts to € 63,582 and is composed as follows:
Bank and post-office deposits
31.12.2011
62,639
Cash and valuables on hand
943
Total
63,582
31.12.2010
74,074
109
74,183
4.3 PREPAID EXPENSES AND ACCRUED INCOME
Prepaid expenses
Accrued income
Total
31.12.2011
931
1,546
2,477
31.12.2010
3,329
1,541
4,870
Prepaid expenses and accrued income are recognized in the accounts once these
have been assessed and measured pursuant to the requirements of law and, not least,
in accordance with the accrual basis of accounting. Included are prepaid insurance
expenses, administrative consultancy and prepaid lease and rental expenses.
71
4.4 EQUITY AND LIABILITIES
Equity
Share capital
Share premium reserve
Revaluation reserve
Legal reserve
Other reserves:
- Capital accounts reserve
- Consolidation reserve
- Cumulative translation adjustment
Retained earnings (accumulated deficit)
Profit (loss) for the year
Equity attributable to the Group
Minority interests
Total Equity
31.12.2011
235,000
13,463
4,075
31.12.2010
235,000
0
13,463
3,720
100,000
7,630
-17,934
16,766
13,467
372,467
26,102
398,569
100,000
7,553
5,060
9,140
13,151
387,087
22,375
409,462
Fully subscribed and paid in share capital on 31 December 2011 totalled 235,000,000
ordinary shares, with a value equivalent to € 1.00 each.
The following table reconciles net income and equity as per CLN S.p.A. (the parent company) with the group consolidated net income and equity for the year ending 31 December 2011 (all amounts are in thousands of Euros):
As per CLN S.p.A. financial statements
Effect of eliminating the carrying amount of
investments in consolidated companies
Effect of accounting for the net equities and
results for the year reported by consolidated
subsidiaries
Reversal of dividends
Reversal of investment depreciation
Other adjustments
As reported after minority interest in the
consolidated financial statements
Minority interest
As reported after minority interest in the
consolidated financial statements
72
Net Income
5,874
Equity
369,283
-679,493
55,643
721,123
-40,150
16,330
-20,578
-20,786
0
8,442
17,119
398,569
-3,652
-26,102
13,467
372,467
The following table sets out the movement for the year on consolidated equity (all
amounts in thousands of Euro):
Share
capital
Other
Capital
reserves/
account
retained
reserve
earnings
Balance as at
31 December 235,000 100,000 126,234
2009
Allocation of
0
0 (102,773)
FY2009 result
Dividends
0
0
1,918
FOREX
differences and
0
0
13,557
other increases/
(decreases)
FY 2010 result
0
0
0
Balance as at
31 December 235,000 100,000
38,936
2010
Allocation of
0
0
13,151
2010 results
Dividends
0
0
(5,170)
FOREX
differences and
0
0 (22,916)
other increases/
(decreases)
FY 2011 results
0
0
0
Balance as at
31 December 235,000 100,000
24,001
2011
Equity
Total Equity
Result
Minority
attributable
(Group +
for the year
interest
to Group
Minority)
(102,773)
102,773
0
358,461 17,481
0
375,942
0
0
1,918 (3,329)
(1,411)
0
13,557
4,437
17,994
13,151
13,151
3,786
16,937
387,087 22,375
409,462
13,151
(13,151)
0
0
0
0
(5,170) (2,614)
(7,784)
0
(22,916)
2,688
(20,228)
13,467
13,467
3,652
17,119
372,467 26,102
398,569
13,467
FOREX differences arise from translation into Euro at the rates of exchange prevailing
at the reporting date (31 December 2011), of the equities of consolidated companies
who present their financial statement in a currency other than that of the Group’s reporting currency. Negative variations in 2011 were mainly due to the devaluation of the
Polish Zloty and the South African Rand.
73
Funds for Risks and Burdens
31.12.2011
For Termination bonuses and similar obligations
9,757
31.12.2010
9,972
Fund for taxes, including deferred taxes
51,346
39,503
Total
92,067
73,637
Other funds
30,964
24,162
Fund for Termination Bonuses
The reserve for severance indemnities and similar obligations, amounting to € 9.757
thousand, reflects the provisions recorded to cover agents’ indemnities and the indemnities accrued in favour of employees in accordance with the requirements of law or
pursuant to payroll agreements.
Tax Fund
The provision for taxes on 31 December 2011 reflects taxes deferred by the individual
companies (€ 49.436 thousand) and the reserve for fiscal risks (€ 1.910 thousand).
The reserve for deferred taxation, less deferred tax assets (classified separately on the
asset side of the consolidated balance sheet) is composed of the following:
31.12.2011
49,436
(43,613)
5,823
Deferred Tax Fund
Prepaid Taxes
Total
Deferred tax analysis
Accelerated depreciation
LIFO/FIFO Differences
Leasing (IAS 17)
Revaluation of assets (*) and Other Items
Total Deferred Taxes Liabilities
Taxed Provision
Civil depreciation over the fiscal limit and
other Variations
Fiscal Benefits of loss carry forward
Total Taxes paid in advance
TOTAL
(*) Mac, Delfo Polska e SHL.
74
(A)
(B)
(A)-(B)
31.12.2010
38,113
(35,513)
2,600
31.12.2011
4,126
4,814
30,237
10,259
49,436
5,709
31.12.2010
7,898
4,110
11,809
14,296
38,113
3,935
26,914
17,524
10,990
43,613
5,823
14,054
35,513
2,600
The chart below indicates the amount of temporary differences of actual and theoretical
tax asset/liability with indications of reversing forecasts:
Taxed
reserves
Unused tax
losses
Statutory
depreciation in
excess of fiscal
threshold and
other changes
Total Deferred
Tax assets
Accelerated
depreciation
FIFO/LIFO
difference
Leases
(IAS 17)
Revaluations
and other
minor items
Total
Deferred
Tax liabilities
Amount of
Reversing Reversing Reversing Reversing Reversing
Theoretic Allo- Carrying
temporary
within
within
within
within
after
DTA/DTL wance amount
differences
1 year
2 years 3 years 4 years 4 years
37,010
201,091
95,052
333,153
-3,815
5,709
5,183
304
27
27
168
57,155 -46,165
10,990
444
347
0
0
10,200
28,393
-1,479
26,914
14,865
4,293
3,730
1,984
2,042
95,072 -51,459
43,613
20,492
4,944
3,757
2,011
12,410
9,524
19,651
4,259
-133
4,126
1,130
911
793
752
540
15,430
4,814
0
4,814
4,702
10
10
10
81
96,812
31,927
-1,690
30,237
2,013
2,676
2,179
2,383
20,986
35,239
12,186
-1,927
10,259
5,729
1,141
1,136
712
1,542
167,132
53,186
-3,750
49,436
13,574
4,738
4,118
3,857
23,149
As shown in the chart above, on 31 December 2011, deferred tax assets on unused
tax losses are stated at the amount of € 11 million. Overall, unused tax losses carried
forward by the companies included in the consolidation amount to € 201 million (mainly
generated by the Group’s Italian, French, Russian and South African companies; almost
all is carried forward indefinitely); the theoretical tax benefit on these losses amounts
to a total of € 57 million, off which as mentioned, only € 11 million is actually recorded.
The difference (“allowance”) of € 46 million is the tax benefit portion prudentially not
recognized in the consolidated accounts of 31 December 2011.
75
Other Funds
Funds for other risks and charges amount to € 30.964 thousand (31 December 2010:
€ 24.162 thousand) and represent the provisions accrued by the individual companies,
mainly in respect of business reorganization and restructuring, contractual risk, commercial risk and litigation risk.
In particular among other funds are:
Restructuring reserves for the amount of € 4.7 million (€ 6.5 million: 31 December
2010) in respect to measures taken to face production declines wherever deemed
to be permanent.
Reserves for fiscal risk for the amount of € 8.6 million (€ 8 million: 31 December
2010);
Reserves for labour disputes for the amount of € 3.5 million (€ 2.7 million: 31 December 2010);
Reserves for product warranty and general commercial risk for the amount of € 5.7
million (€ 3 million: 31 December 2010);
Reserves for contract loss risk for an amount of € 3,3 million
.
.
.
.
.
Reserve for employee severance indemnities
The reserve for employee severance indemnities amounted to € 22.541 thousand on
31 December 2011 (€ 24.488 thousand on 31 December 2010) and reflected benefits
accrued by employees from the Italian companies.
Severance bonuses as at 31 December 2010
24,488
Uses/other variations
(8,492)
Provisions
Severance bonuses as at 31 December 2011
6,545
22,541
Movement to the fund is analysed as follows:
“Provisions” on the balance sheet includes the revaluation of the pre-existent funds,
calculated and determined pursuant to labour laws and national labour agreements,
as well as the annual provision which was, according to pension reform laws, invested in the form of a supplementary pension or transferred to a pension fund managed
by the National Social Insurance Institute (INPS);
“Use/Other changes” refers to severance payments on termination of employment,
any anticipated payments, as well as the share transferred to the pension fund
.
.
76
managed by the National Social Insurance Institute (INPS) or paid to other forms of
supplementary pension plans.
Payables
Accounts payable on 31 December 2011 amounted to € 930.406 thousand. The following chart contains the breakdown of accounts payable:
31.12.2011
Stakeholders financing repayable
Banks
Other financers
Advances
Suppliers
Liabilities represented by debt securities
Subsidiaries
Associates
Other enterprises
Taxes
Provident and social security institutions
Other payables
Total
370,776
144,327
44,888
294,641
588
2,559
7
20,031
17,790
34,799
930,406
31.12.2010
12
372,504
174,153
65,547
339,884
1,431
459
137
30,477
18,266
30,681
1,033,511
Debts with Banks and other Financial Bodies
The following table details bank borrowing and amounts due to other financial institutes as at 31 December 2011:
Total
Bank A/C overdrafts
Short term bank loans
Self-liquidating
Non-current bank loans
BANK DEBTS
Payable to other financiers
Leasing
Factoring (with recourse)
DUE TO OTHER
FINANCIAL INSTITUTIONS
4,039
123,205
94,096
149,436
370,776
34,807
72,835
36,686
144,327
Expiring
within Expiring Expiring Expiring
Residual
in 2016
12
in
in
in
lines
and
months
2013
2014
2015
available
beyond
4,039
29,855
123,205
11,891
94,096
84,609
60,936
47,760
17,699
9,458
13,583
0
282,276
47,760
17,699
9,458
13,583 126,355
27,848
1,187
4,223
1,121
427
0
18,535
14,578
15,187
3,434
21,102
0
36,686
89,764
83,069
15,765
19,410
4,555
21,529
89,764
77
The following shows the situation as at 31 December 2010:
Total Expiring
within Expiring Expiring Expiring
Residual
in 2015
12
in
in
in
lines
and
months
2012
2013
2014
available
beyond
11,388
0
0
0
0
27,658
Bank A/C overdrafts
11,388
Short term bank loans
95,752
95,752
0
0
0
0
31,386
Self-liquidating
87,138
87,138
0
0
0
0
122,696
Non-current bank loans
178,226
78,312
55,394
34,041
3,221
7,258
0
BANK DEBTS
372,504
272,590
55,394
34,041
3,221
7,258
181,740
Payable to other financiers
27,606
20,026
1,011
1,058
4,125
1,386
0
Leasing
90,390
25,734
17,659
13,626
11,232
22,139
0
Factoring (with recourse)
56,157
DUE TO OTHER
174,153
FINANCIAL INSTITUTIONS
56,157
0
0
0
0
56,993
101,917
18,670
14,684
15,357
23,525
56,993
Self-liquidating covers advances invoices; “Short term bank loans” include import credits and hot money facilities.
Long term M-L/T bank loans includes the bank pool loan initiated in July 2007 and
headed by the Monte dei Paschi di Siena SpA bank totalling € 135 million. The amount
remaining on 31 December 2011 equalled € 47.2 million. This type of loan requires
compliance with some financial covenants. These financial covenants were all complied with at 31 December 2011.
Further details and information regarding the decrease in financial debt since the close
of 2010 can be found in the Report on Operations.
Advances
Advances mainly relate to customer prepayments towards specifically ordered tooling
and equipment destined for resale upon completion/initialization of series production
components. Beneficiaries of the most significant amounts include the subsidiary MA
France (€ 5.5 million – tooling and equipment for PSA) Eurostamp (€ 5.6 million – tooling and equipment for Renault/Nissan) MAD (€ 13.1 million – tooling and equipment
realized for Daimler and BMW) and MA Automotive Brazil (€ 13.3 million – tooling and
equipment for PSA).
78
Supplier payables
Supplier payables, less trade discounts, amounted to € 294,641 thousand on 31 December 2011 (€ 339,884 thousand on 31 December 2010).
Associates
Accounts payable to associate companies on 31 December 2011 amounted to € 2.559
thousand (€ 459 thousand on 31 December 2010).
The following table shows the more significant items registered in the year ending 31
December 2011:
Due to associates
Delna
Cellino Group
Prorena Ortolano
Itla
PMC Group
Others
Total
31.12.2011
31.12.2010
198
174
503
23
1,607
170
1
87
217
33
2,559
-
5
459
Other enterprises
Accounts payable to other enterprises on 31 December 2011 amounted to € 7 thousand (€ 137 thousand on 31 December 2010).
Due to other enterprises
31.12.2011
31.12.2010
Emarc
5
41
Total
7
137
Others
2
96
79
Taxes
Taxes payable on 31 December 2011 amounted to € 20.031 thousand and included
the following:
Income Tax payable
Withholding tax payable
IRAP regional tax payable
Other taxes payable, including VAT
Total
31.12.2011
5,644
2,722
1,414
10,251
20,031
31.12.2010
13,275
1,897
1,391
13,914
30,477
Providence and Social Security Institutions
Payables to Social Security Organizations on 31 December 2011 equalled € 17.790
thousand, this represents mainly payables (for the Companies operating in Italy)
the National Social Insurance Institute (INPS), the National Insurance Institute for
Industrial Accidents (INAIL) and second-pillar pension schemes designated by employees.
Other payables
Other payables totalled € 34.798 thousand and mainly include amounts due to employees (vacation earned and yet to be settled, etc.), as shown in the chart below:
Due to employees
Other payables
Total
31.12.2011
20,789
14,009
34,798
31.12.2010
19,389
11,292
30,681
4.5 ACCRUED expenser AND DEFERRED INCOME
Accrued expenses
Deferred income
Total
31.12.2011
6,300
23,036
29,336
31.12.2010
5,529
24,761
30,290
Deferred income (€14 million) primarily reflects the accounting policy for contract
work, whereby the margin is spread over five years in order to allocate to each period
80
the relative net margin: furthermore it includes deferred income relating to the capital
contributions received by a number of Presswork Division companies (€1 million).
Accrued expenses mainly include accruals for payroll salaries and expenses.
4.6 MEMORANDUM ACCOUNTS
Momerandum accounts are shown on the consolidated balance sheet.
Corporate guaranties totalling € 1.8 million have been given to unrelated parties,
€ 12.5 million to Simest and € 3.9 million to the JV MA-JBM.
Commitments for derivatives relate to the following: Interest Rate Swap agreements
entered into by the subsidiaries MA and MAC (notional amount totalling € 8.3 million
on 31 December 2011; fair value on 31 December 2011 shows a loss of Euro 0.1 million) in a design to swap into fixed interest rates the
floating rates attached to certain medium to long -term loans and financing, and foreign
currency purchases (corresponding value: € 17 million) underwritten by Delfo Polska
to mitigate exposure to foreign exchange risk arising from steel supplies denominated
in Euro.
5. NOTES ON CONSOLIDATED INCOME STATEMENT DATA FOR 2011
Before proceeding with the analysis of individual items, it should be noted that the results of the operations are examined and discussed, as required by Article 2428.1 of
the Italian Civil Code, in the Operations Report.
In consideration of the previous comments on the Consolidated Balance Sheet accounts, the analysis below is limited to the main items.
81
5.1 REVENUES
Revenues from Sales
Throughout the year 2011, the CLN Group reached sales revenues totalling € 1.892.373
thousand.
The Group is subdivided into different operating sectors and operates in different geographical regions. The breakdown of revenues for each sector and region is as follows:
Revenues from sales of steel
2011
406,909
2010
346,782
Revenues from sales of auto components
1,191,054
1,119,008
Total
1,892,373
1,700,886
Revenues from wheel sales
294,410
235,096
Breakdown by destination is as follows:
Sales to Italy
Sales to other 27 EU Countries
Sales outside the EU
Total
2011
572,464
2010
521,943
930,176
856,888
1,892,373
1,700,886
389,733
322,055
As for the sales revenue in other EU countries, the increase in the year 2011 is mainly
due to France (+33 million) and Germany (+32 million); on the contrary looking at sales
revenue from other non EU countries, the increase in the year 2011 is mainly attributed
to South Africa (+50 million) and Turkey (+ 11 million).
82
Other Revenue and Income
On 31 December 2011, other income totalled € 200.864 thousand (€ 219.463 thousand on 31 December 2010):
Sale of scrap
Sale of tooling and dies
Ordinary capital gains from asset sales
Rental income
Release from risk provisions
Other income
Total
2011
127,765
50,804
2,023
2,782
3,829
13,661
200,864
2010
102,488
98,986
583
1,696
3,051
12,659
219,463
The significant increase in revenues from scrap sales partly derives from the larger
South African perimeter, and also from the increase price of scraps. The marked decrease, with respect to 2010, in revenues from sales of tooling and dies arises from the
significant tooling activity done during the year by the Automotive Division’s French,
German and South American subsidiaries and not yet invoiced to the customers.
5.2 PRODUCTION COSTS
Raw materials, ancillary materials consumable and goods for resale
The total balance below amounting to € 1.388.284 thousand is detailed as follows (all
amounts are in thousands of Euro):
Raw materials
Ancillary and consumption materials
Goods for resale
Other purchases
Total
2011
1,237,892
37,411
88,542
24,439
1,388,284
2010
1,099,688
23,891
78,071
19,974
1,221,624
The significant increase in raw material purchasing costs derived from bolt-on volumes
(in particular South Africa) and from a major price increase in 2011 on average steel
prices as compared with 2010.
83
Service cost
In 2011 service costs totalled € 209.181 thousand and are analysed as follows:
Transportation
Outsourced processes
Maintenance
Energy
Other utilities
2011
44,922
36,157
29,789
25,019
9,396
Legal, advisory and auditing
24,995
21,789
8,256
6,477
2,863
4,446
Fees to Administrators
3,857
3,998
Fees to Statutory Auditors
4,012
921
Mail, Telephone and fax expenses
3,007
2,011
1,670
2,504
2,265
1,044
Cleaning costs
4,877
Travel expenses
6,396
Canteen
Safety Service costs
704
3,112
Advertising and Sales Promotion
Total
27,014
2,768
Technical consultancies
Other service costs
43,775
6,516
Insurance
Bank charges
2010
2,380
22,925
209,181
591
4,578
5,202
2,744
26,241
190,040
Expenses relating to the use of third party assets
In 2011 Expenses relating to the use of third party assets totalled € 13.507 thousand
and are analysed as follows:
Rental costs
Other expenses
Total
84
2011
10,827
2,680
13,507
2010
10,532
2,895
13,427
Employees
Salaries and wages
Social security contribution
Employee termination indemnities
Reserve for severance indemnities and
similar cost
Temporary labour costs
Other personnel expenses
Total
2011
207,819
57,291
6,545
2010
189,720
56,123
6,857
1,008
650
20,704
10,682
304,049
14,078
9,218
276,646
Average personnel includes:
Directors and Managers
Clercks
Workers
Total
2011
349
1,849
6,490
8,688
2010
216
2,120
6,418
8,754
Temporary labour on 31 December 2011 totalled 1.317 units whereas the overall
number of employees totalled 8.501 units
Depreciations and Devaluations
The information by the four sub-headings required is presented in the consolidated
income statement.
Other operating expenses
Other operating expenses totalled approximately € 16,937 thousand and are detailed
as follows:
Indirect taxes
Association and Scholarship dues
Other expenses
Total
2011
11,069
318
5,550
16,937
2010
10,304
322
3,791
14,417
85
5.3 FINANCIAL INCOME AND EXPENSES
Income from investments
Income from investments includes dividends received by the Group non-consolidated
companies.
Other Financial Income
Bank interest income
2011
From securities classified under fixed assets
173
2010
442
Other financial income
375
2,269
Total
98
2,768
2,884
3,241
Interest and other financial charges
Interest expenses banks
2011
Other interests and commissions
Total
12,009
23,767
35,776
2010
9,133
15,314
24,447
The overall increase in net financial expenses in 2011 is explained mainly by the
variation to the Consolidated Perimeter (Russia and South Africa) and by the increase
in the average rates and spreads on liabilities in Euro and Zloty.
Adjustments to the value of financial assets
The revaluation and devaluation of investments include the net result of the companies
accounted for using the equity method.
86
5.4 EXTRAORDINARY INCOME AND EXPENSES
Extraordinary Income
Gains on disposals
2011
Out of period income
598
2010
4,828
Other
1,894
6,044
Total
2,084
702
11,470
4,680
Other extraordinary income mainly includes gains from the sale of IPM shares during
the course of 2011.
Extraordinary expenses
Loss on disposals
Taxes related to prior periods
other
Total
2011
995
53
18,200
19,248
2010
836
1,354
21,030
23,220
Other extraordinary expenses mainly include:
Business reorganization and restructuring expenses totalling € 5.1 million (€ 5.3
million in 2010).
Impairment of goodwill totalling € 9.4 million (€ 12.5 million in 2010).
.
.
87
5.5 INCOME TAXES
Income taxes include current and deferred income taxes. Current income tax refers to
IRES corporation tax or equivalent taxes for the foreign companies and, for the Italian
companies only, IRAP regional tax on manufacturing activities.
Details are shown as follows (amounts in thousand/Euro):
IRES and other Company taxes
2011
IRAP
15,615
25,368
3,278
Total current taxes
18,893
Total income taxes
21,794
Deferred taxes assets/liabilities
2010
2,901
2,922
28,290
(4,166)
24,124
If we exclude the IRAP regional tax charge, the tax rate for the Group in 2011 equalled
47.5%, therefore very high. Devaluation of consolidation differences, extraordinary
provisions and impaired investments (€ 9 million, non-tax deductible – estimated tax
impact € 2.4 million) were mainly responsible. Also responsible are the permanent tax
adjustments in Italy (€ 8 million – estimated tax impact € 2.1 million) and the fact that
no provision has been made for deferred tax assets on losses originating from Russia
for the year (estimated tax impact € 2 million) in the absence of reasonable certainty
regarding future recoverability.
5.6 COMPENSATIONS DUE TO LEGAL ADVISORS
Compensation fees due to the auditors is subdivided as following:
Audit fees for the audit of the consolidated financial statements: for FY 2011 amounted to Euro 34.000(*)
.
(*) excluding the amounts paid for the audit of the statutory financial statements of the subsidiaries of the group.
88
Board of Directors
The Chairperson
Aurora Magnetto
Consolidated cash flow statement
A)
Cash and cash equivalents at beginning of the
year
Operating income
Depreciation and amortization
Change in deferred taxation
taxation
B)
C)
D)
E)
Change in reserves for risks and future charges
Cash flow generated by (used in) operations
before change in working capital
Change in working capital
Cash flow generated by (used in) operations
Capital investments toward intangible assets and
items of property, plant and equipment
Change in financial activities
Cash flow generated by (used in) investing
activities
Free cash Flow
Financial income/(expenses)
31.12.2010
(447,326)
(459,574)
73,240
89,068
3,222
302
87,090
(21,794)
89,276
(24,124)
5,161
(19,331)
146,919
135,191
(23,938)
(14,214)
(70,013)
(61,060)
2,629
(1,865)
(67,384)
(62,925)
55.597
58,053
122,981
120,978
(25,780)
(22,688)
Extraordinary income/(expenses)
(7,778)
(5,950)
Dividends
(7,784)
(1,411)
4,115
489
Adjustments to the value of financial assets
Cumulative translation adjustment
Capital contribution
Other changes in capital
Cash flow generated by (used in) funding acF)
tivities
G) Net change in monetary funds
H)
31.12.2011
(Accounts in €/’000)
Change in the scope of consolidation
Cash and cash equivalents at end of year
(769)
(2,474)
-
(6,779)
12,135
35,000
(40,470)
10,796
15,127
68,850
-
(432,199)
(56,600)
(447,326)
The breakdown of cash and cash Equivalents on 31 December 2011 can be found in
the Report on Operations.
Variations to the Consolidation Perimeter in 2010, includes effects on the Group’s net
financial liabilities arising from the acquisition of MWPT Group, of RK Exel Japan/Malaysia and the South African Presswork Division’s operations.
89
Companies consolidated
line-by-line
Company Name
Headquarters
Business
Share capital
Parent
company
% parent
ownership
Nota 1
Caselette (TO)
Sheet steelwork and
trading
Euro
235.000.000
Canessa S.p.A
Caselette (TO)
Sheet steelwork and
trading
Euro
27,300,000
100.00
Canessa Slovakia
s.r.o.
Kosice
Slovacchia
Sheet steelwork and
trading
Euro
10,000,001
100.00
Nuova Sall S.p.A.
Torino
Die production
Euro
1,500,000
51.00
MW Italia S.p.A.
Rivoli (TO)
Production and sale
of wheels
Euro
40,000,000
97.50
Gianetti Ruote
S.p.A.
Ceriano
Laghetto (MB)
Production and sale
of wheels
Euro
11,615,676
97.50
MW France S.A.
Tergnier
(Francia)
Production and sale
of wheels
Euro
15,191,155
97.50
MW Romania S.A.
Dragasani
(Romania)
Production and sale
of wheels
Nuovo
Leu
29,323,712
96.10
MW Deutschland
GmbH
Pluderhausen
(Germania)
Sales of steel wheels Euro
100,000
97.50
D.R. S.a.r.l.
Pontcharra
(Francia)
Sales of steel wheels Euro
50,000
97.50
MWPT B.V.
Amsterdam
(Olanda)
Holding company
Euro
20,000
67.76
MW Eurodisk LLC
Kingisepp
(Russia)
Production and sale
of wheels
Rubli
1,228,854,270
67.76
MW Eurodisk
Trade LLC
Kingisepp
(Russia)
Sales of steel wheels Rubli
219,385,900
67.76
CLN S.p.A.
Subsidiaries
91
Company Name
Headquarters
Business
Share capital
Subsidiaries
MW Poland S.P.
Z o.o.
Varsavia
(Polonia)
Excel Rim Co.,
LTD
Tokyo
(Giappone)
Excel Rim Sdn
Bhd
Penang
(Malaysia)
MW Lublin SP. Z
o.o.
Lublin
(Polonia)
Production and sale
of wheels
MW Wheels SA
(Pty) Ltd
Benoni South
(Sud Africa)
MA S.p.A.
Melfi (PZ)
50,000
97.50
10,000,000
82.97
10,800,802
45.63
Zloty
45,888,000
97.50
Production and sale
of wheels
Rand
4,000
97,50
Holding company
Euro
100,000,000
100.00
Wagon Automotive
Fiano (TO)
s.r.l.
Sheet steelwork and
assemblies
Euro
1,000,000
100.00
WM S.r.l
Chivasso (TO)
Sheet steelwork and
assemblies
Euro
5,000,000
100.00
Eurostamp S.a.s.
Villers la
Montagne
(Francia)
Sheet steel presswork
Euro
and assemblies
10,249,995
100.00
MA France S.a.s.
Aulnay sous
Bois (Francia)
Euro
and assemblies
15,000,000
100.00
MA Automotive
Deutschland
GmbH
Treuen
(Germania)
Euro
and assemblies
10,000,000
100.00
UM Corporation
S.a.s
Biache Saint
Euro
Vaast (Francia) and assemblies
7,000,000
60.00
IDEST S.a.r.l.
Aulnay sous
Bois (Francia)
Administration,
commercial, and other Euro
services
8,000
100.00
MA Automotive
Argentina S.A.
Buenos Aires
(Argentina)
Pesos
and assemblies
2,400,000
100.00
MA Automotive
Brasil Ltda.
Porto Real
(Brasile)
Reais
and assemblies
26,741,757
82.79
Coskunoz MA
Otomotiv A.S.
Bursa
(Turchia)
Nuove
Lire
and assemblies
Turche
5,850,000
60.00
92
Sales of steel wheels
Zloty
% parent
ownership
Production and sales
of motorbike steel/
Yen
aluminium wheels rims
Production and sales
of motorbike steel/
MYR
aluminium wheels rims
Headquarters
Immobiliere de
Villers S.A.R.L
Villers la
Montagne
(Francia)
Real estate
management
Euro
29,510,000
100.00
Tychy
(Polonia)
Sheet steelwork
and trading
Zloty
50,000
100.00
Kielce
Real estate
management
Zloty
27,000,000
99.71
Zloty
and assemblies
500,000
100.00
Euro
and assemblies
21,939,974
100.00
Rand
1,059,280
94.50
Rand
and assemblies
4,000
98.90
DP Metal
Processing Sp. Z
o.o.
Zaklady Wyrobòw
Metalowych
SHL.S.A.
Delfo Polska S.A.
(Polonia)
Tychy
(Polonia)
M.A.C.
Metallurgica
Chivasso (TO)
Assemblaggi
Carpenterie S.p.A.
Rosslyn
MA Automotive
South Africa (Pty)
Ltd
(Sud Africa)
Alberton
IG Tooling and
Light Engineering
(Pty) Ltd
(Sud Africa)
Rosslyn
MA Automotive
Rosslyn (Pty) Ltd
(Sud Africa)
Rosslyn
MA Tool and Die
(Pty) Ltd
(Sud Africa)
Business
Holding company
Share capital
% parent
ownership
Company Name
and assemblies
Rand
1,578,947
94.50
Die production
Rand
301
94.50
Nota 1: Aggregate direct and indirect percentage of ownership (excluding percentage held through associate
undertakings).
93
COMPANIES accounted with the equity METHOD
Company
Headquarters
Share Capital
% Group
ownership
ITLA S.r.l.
Oggiono (LC) Italy
Euro
2,500,000
51.00
LIMA S.p.A.
Milano (MI) Italy
Euro
1,560,000
37.48
Metaltranciati S.r.l.
Ozzano dell’Emilia (BO) Italy
Euro
566,800
48.00
ALMASIDER d.o.o
Kumrovec (Croazia)
Kuna
29,320,000
50.00
Aviscali S.r.l.
Torino Italy
Euro
30,000
100.00
Lesmo (MB)
Euro
2,500,000
25.00
Gervasi Polska Sp.
Z o.o
Kielce (Polonia)
Zloty
4,000,000
35.00
PMC Automotive
S.P.A.
San Ncola La Strada (CE) Italy Euro
6,500,0000
50.00
608,992,000
50.00
O.M.V. Officine
Metallurgiche
Ventura S.p.A.
JBM – MA
New Delhi (India)
Automotive (Ptv) Ltd
Rupie
Delna S.p.A.
Brivio (LC) Italy
Euro
2,000,000
31.26
Prorena-Ortolano
S.r.l.
Civate (Lecco) Italy
Euro
1,272,532
51.00
Cellino S.r.l.
Grugliasco (TO) Italy
Euro
245,902
39.00
CIR S.r.l.
Verona (VR) Italy
Euro
12,000,000
20.00
94
COMPANIES accounted WITH THE COST METHOD
Company Name
Headquarters
Share Capital
Emarc srl
Dragasani (Romania)
Nuovo
Leu
Proma Poland Sp.
Z o.o.
Tychy (Polonia)
% Group
ownership
90,000
49.00
Zloty
15,500,000
35.00
Ema Polska Sp. Zoo Kielce (Polonia)
Zloty
50,000
49.00
IM S.p.A.
Torino (TO) Italy
Euro
364,000
20.00
MIM G.m.b.h.
Treuen (Germania)
Euro
450,000
10.00
Etromex S de RL
de CV
San Pedro – Nuovo Leon
(Messico)
Pesos
32,500,000
17.85
Centro Sviluppo
Materiali S.p.A.
Roma Italy
Euro
520,000
4.00
AR Machine Co.
Teheran (Iran)
Rials/000
33,000,000
9.75
Rensor Property
(Pty) Ltd
Alberton (Sud Africa)
Rand
1,000
98.90
Rand
6,000
98.90
Rand
1,000
98.90
TESCO GO S.p.A.
Moncalieri (TO) Italy
Euro
780,000
25.00
E.M.A.R.C. S.p.A.
Vinovo (TO) Italy
Euro
11,500,000
9.25
S.Polo Lamiere
S.p.A.
S.Polo di Torrile (PR) Italy
Euro
600,000
15.00
CLN Serbia doo
Kostolac (Serbia)
Euro
500
100.00
AIRCOM US Inc.
U.S.A.
Dollari
2,500,000
7.50
IG Tooling Property
Investments (Pty)
Ltd
Claudlynn
Investments (Pty)
Ltd
95
Contents
Board of Directors & Auditors..................................................................................................... 3
Report on Operations..................................................................................................................... 5
Consolidated Capital...................................................................................................................... 41
Notes to the consolidated financial statements.................................................................... 51
Auditors’ report .............................................................................................................................. 96
Headquarters
C.L.N. S.p.A.
C.so Susa 13/15
10040 Caselette (TO)
Tel. 011 9782111
Fax 011 9688972
www.gruppocln.com
Photography
Studio Aldo Ferrero - Turin
CLN Photo Library
Designed and Produced by
Cinzano-Dri - Turin
Litterae - Torino
Printed by
Musumeci S.p.A.
Quart (Aosta Valley)

Annual Report 2011

Transcription

Similar documents

L`ombelico del mondo

Intimissimi has a great history behind it. The extraordinary

Suretech Solutions - Enterprise Ireland

wINekITz.com - Winekitzkamloops.com

issue 16

360 Capital Partners - SDA Bocconi School of Management

Catalogue 2009

The Colosseum Pasta Gelato Football The Italian flag Pizza The

Company profile

Inside out - Italy