Consolidated Balance 2014 GVS

CONSOLIDATED
BALANCE
2014
January –December
2014
0
Summary:
- Consolidated Balance
- Explanatory Notes
- Auditors Opinion
GVS S.p.A.
Headquarters: VIA ROMA N. 50 ZOLA PREDOSA BO
Company Registry in BOLOGNA and Fiscal Code n. 03636630372 - VAT n. 00644831208
Export Registry in Bologna n. 305.386
Share Capital Euro 1.646.934 fully paid
Consolidated Balance at 12/31/2014
ASSET (amounts in ,000 €uro)
12/31/2014 12/31/2013
A) CREDITS TO SHAREHOLDERS FOR PAYMENTS STILL OUTSTANDING
B) FIXED ASSETS
I.
Intangible
1) Start-up and expansion costs
2) Costs for research, development and advertising
3) Industrial patents and intellectual property rights
4) Permits, licenses, trademarks and similar rights
5) Goodwill
5bis) Consolidation Differences
6)
7)
Work in progress and advances to suppliers
Other
TOTAL INTANGIBLE FIXED ASSETS
II.
Tangible
1) Land and Buildings
2) Plant and machinery
3) Manufacturing and distribution equipment
4) Other Assets
5)
Work in progress and advances to suppliers
TOTAL TANGIBLE FIXED ASSETS
III.
Financial Assets
1) Holdings in:
d) other companies
2)
Loans to:
4)
a) non consolidated subsidiaries
e) other companies
Treasury Stock
TOTAL FINANCIAL ASSETS
TOTAL FIXED ASSETS
219
0
265
327
274
207
838
10.920
14.923
257
10.791
18.925
0
1.524
225
872
28.689
31.878
8.297
14.220
5.641
857
7.669
12.096
6.389
845
3.171
2.573
32.186
29.572
4
4
163
5.194
134
618
5.361
66.236
756
62.206
6.230
2.806
811
7.248
430
6.936
2.054
239
6.485
396
17.526
16.110
22.731
999
318
1.760
22.191
1.522
318
2.285
691
600
231
750
496
231
27.330
27.793
C) CURRENT ASSETS
I.
Inventory
1) Raw materials and supplies
2) Work in progress and semi-finished goods
3) Work in progress on order (moulds)
4) Finished goods and products
5) Advances to suppliers
Total Inventory
II.
Accounts receivable
1) Trade accounts receivables
4) From Parent company - short term
From Parent company - Long term
4) bis Taxes
4) ter Deferred tax assets
Deferred tax assets - long term
5) Other receivables - short term
Other receivables - long term term
TOTAL ACCOUNTS RECEIVABLE
III.
Short-term investments
1)
6)
Holdings in subsidiaries
Other securities
#
TOTAL FINANCIAL ASSETS
IV.
Cash
1)
2)
3)
on hand
Bank and postal accounts
Checks
Cash and cash equivalents
TOTAL CASH ON HAND
TOTAL CURRENT ASSETS
D) ACCRUED REVENUES AND PREPAID EXPENSES
TOTAL ASSETS
1
1.690
463
1.690
463
24.064
0
41
12.171
0
46
24.105
12.217
70.651
56.583
556
679
137.443
119.468
LIABILITIES (amounts in ,000 €uro)
12/31/2014 12/31/2013
A) SHAREHOLDERS' EQUITY
I.
Share Capital
II.
III.
IV.
VI.
VII.
VIII.
IX.
1.647
1.647
Reserve from share premiums
Revaluation reserve
Legal reserve
13.247
3.577
329
13.247
3.577
329
Treasury stock in portfolio
Other reserves
Profits (Losses) carried forward
Profits (Losses) for the period
5.194
19.042
4.576
7.618
618
17.375
5.785
2.916
55.230
45.494
X. Third Parties Capital end Reserves
Total Equity
169
2.331
XI. Third Parties Profits (Losses) for the period
(149)
Total Equity and third party reserves
B) RESERVES FOR RISKS AND CHARGES
1) Provisions for pensions and similar obligations
2) Tax reserve
3) Other
Total
C) RESERVE FOR EMPLOYEE TERMINATION INDEMNITIES
(264)
55.250
47.561
1.421
2.081
124
1.363
1.515
489
3.626
3.367
1.693
1.674
D) DEBTS
1)
Bonds - short term
0
0
3)
Bonds - long term
Payable to shareholders
Payable to banks - short term
25.648
0
9.732
0
0
12.736
Payable to banks - long term
22.004
32.250
293
1.677
1.364
3.007
4)
5)
Payable to other lenders - short term
Payable to other lenders - long term
6)
Advances
7)
Accounts payable to suppliers
11)
Debts and loans from Parent company
Tax Liabilities
13) Contributions to pension and social security agencies
14) Other liabilities
12)
Total
E) ACCRUED LIABILITIES AND DEFERRED INCOME
TOTAL LIABILITIES
TOTAL LIABILITIES AND NET TOTAL
MEMORANDUM ACCOUNTS
Guarantees issued
Other memorandum accounts
Total Memorandum Accounts
2
399
511
10.895
10.917
342
351
1.482
1.197
2.478
1.152
1.068
2.652
75.834
66.321
1.040
545
82.193
71.907
137.443
119.468
888
5.500
6.388
924
4.549
5.473
PROFIT AND LOSS STATEMENT (amounts in ,000 €uro)
A) PRODUCTION VALUE
1)
Sales and service revenues
2)
Changes in inventories of work in progress and finished goods
3)
4)
5)
Changes in works in progess by customers
Increases in capitalized internal construction costs
Other revenue and income:
TOTAL PRODUCTION VALUE (A)
B) PRODUCTION COSTS
6)
Raw materials, supplies and goods
7)
8)
9)
10)
117.399
367
111.328
(767)
573
1.749
2.112
(5)
1.430
2.201
122.200
114.187
36.105
38.332
Services
Use of property not owned
Personnel:
20.342
2.409
37.975
18.150
2.306
37.599
a) Salaries and Wages
b) Social security contributions
c) Severance indemnities
31.705
5.684
552
31.350
5.587
548
d) Provisions for pensions and similar obligations
e) Other costs
Amortization, depreciation and writedowns
0
34
10.442
0
114
10.552
4.965
5.263
5.082
4.994
a) Amortization of intangible assets
b) Depreciation of tangible assets
11)
c) Other writedowns of fixed assets and other long-term investments
d) Writedowns of receivables included in current assets and of liquid assets
Changes in inventory of raw materials, supplies and goods
12)
13)
14)
Provisions for risks
Other provisions
Operating expenses
TOTAL PRODUCTION COSTS (B)
DIFFERENCE BETWEEN PRODUCTION VALUE AND COSTS (A-B)
C) FINANCIAL
Proventi e oneri
INCOME
finanziari
AND EXPENSES
16)
Other financial revenues:
a) included in fixed assets
d) from other
17)
Interest and other financial charges
17) bis Exchange rate differences
Totale proventi e oneri finanziari
TOTAL EXCEPTIONAL ITEMS
PROFIT BEFORE TAXES (A-B±C±D±E)
Taxes for the period
22b)
Deferred taxes
23)
GROSS
Risultato
PROFIT
d'esercizio
(LOSS)inclusa
FOR THE
la quota
PERIOD
di terzi
0
56
989
108.833
105.019
13.367
9.168
277
130
122
80
1.980
(44)
(1.343)
(1.894)
(2.250)
(362)
(1.970)
(359)
7.469
3
280
(492)
(3.834)
Group Profit (Loss) for the period
50
3.244
1.624
11.662
Third Parties (Profit) Loss for the period
333
143
(2.965)
0
58
1.161
130
Charges:
22a)
0
214
341
155
E) EXTRAORDINARY
Proventi e oneri straordinari
REVENUES AND CHARGES
20)
Income
21)
12/31/2014 12/31/2013
5.304
(2.653)
1
2.652
149
264
7.618
2.916
GVS SpA
Registered office: Via Roma 50 – Zola Predosa (BO), Italy
Share Capital 1,646,934 Euros fully paid-up Tax ID: 03636630372
Registered with Bologna AER under no. 305386
CONSOLIDATED FINANCIAL STATEMENTS AS AT
31ST DECEMBER 2014
EXPLANATORY NOTES
1) FINANCIAL STATEMENTS LAYOUT AND CONTENTS
The consolidated financial statements as at 31st December 2014 of GVS SpA (hereinafter also called
the “Holding”) and its subsidiaries (“GVS Group”) were drafted in compliance with the provisions of
section III (articles 24 to 43) of L.D. 127/91 supplemented and construed according to the Accounting
standards issued by the Italian Accounting Body (“O.I.C.”).
The consolidated financial statements of the GVS Group as at 31st December 2014 are composed of
Balance sheet, Income statement and Explanatory notes and are completed with the Management
Report (prepared jointly for both the financial statements and consolidated financial statements); they
are drafted according to the financial statements of the Holding and its subsidiaries as at 31st
December, drawn up by their respective Directors.
These statements have been duly adjusted in order to meet the requirements of the Italian Civil Code
provided by L.D. no. 127/91 and adjusted to adapt the content to the Holding's accounting criteria.
The Italian Accounting Body during the financial year provided for an overall update of the national
accounting standards, applicable to the year-end financial statements starting from 31st December
2014. It should be noted, however, that the mentioned updates did not have any significant effects on
the consolidated financial statements of the GVS Group and that the criteria used in the preparation of
the same do not differ significantly from those used for the preparation of the financial statements for
the previous year.
2) ACTIVITIES
The Group's main business is the production and sale of plastic filters for the medical and automotive
sectors, testing labs and filters for air applications. The Holding GVS S.p.A. is an indirect subsidiary
of GVS Corporate S.p.A. whose key figures as at 31st December 2013 are summarised in a specific
section, at the end of these Notes.
3) CONSOLIDATION CRITERIA
Consolidation has followed the global integration method, that completely integrates the assets and
liabilities of the companies within the consolidation area.
1
The key consolidation policies applied are the following:
•
The input value of the equity interest purchased by GVS SpA is eliminated by offset against the
relevant Shareholders' equity, at the date of first consolidation. Any negative difference is
allocated to Shareholders' equity item as "Consolidation reserve". Upon the first consolidation, if
the resulting positive differences cannot be allocated to single items of the consolidated assets,
they are entered in the consolidated balance sheet assets under “Difference due to consolidation”
item and depreciated through 10 periods.
•
The input value of the equity interest consolidated in companies incorporated by GVS SpA is
eliminated by offset against the relevant Shareholders' equity. Any (positive or negative)
difference is entered under Shareholders' equity “consolidated profit (loss) carried forward” item.
•
The share of Shareholders' equity belonging to third party shareholders of consolidated
subsidiaries is entered in a specific item of Shareholders' equity called “Third party reserves and
capital”, while their share of net result is indicated separately within the consolidated income
statement as “Profit/(loss) for the period pertaining to third parties”.
•
Payables and receivables among companies included in the consolidation, revenues and charges
for transactions among the same companies as well as significant profit and loss deriving from
transactions made among these companies and concerning equity items are all eliminated.
•
Dividends received from fully consolidated Companies are eliminated.
•
The financial statements for the foreign companies and the sub-consolidated statements for GVS
North America are translated into EUR applying for all of the assets and liabilities the exchange
rate in force as at year-end and for the income statement items the average exchange rate for the
year. Any exchange rate difference resulting from the use of a different conversion rate compared
to the previous period is entered as positive or negative component of the Shareholders' Equity
(reserve for conversion difference). Any exchange rate difference resulting from the use of a
different conversion rate compared to the same period's income statement is entered as positive or
negative component of the Shareholders' Equity (reserve for conversion difference).
Currency
Brazilian Real (BRL)
Argentine Peso (ARS)
Chinese
Renminbi
(RMB)
US
Dollar (USD)
Hong Kong Dollar
(HKD) Yen (JPY)
Japanese
Korean Won (KRW)
Russian Ruble (RUB)
Romanian Leu (RON)
Pound Sterling (GBP)
Avg.rate
3.1205
10.7275
8.1879
1.3288
10.3045
140.2697
1,361.7456
59.6235
4.4434
0.8061
Clos.rate
3.2207
10.4448
7.5358
1.2141
9.4170
145.23
1,324.80
72.33700
4.4828
0.7789
For improved clarity and fair representation, the consolidated financial statements are drafted with
amounts expressed in thousands of Euros.
2
4) GROUP STRUCTURE
a) Consolidation area
The consolidated financial statements include the statements of the Holding GVS SpA and of its
(directly or indirectly owned) subsidiaries. The following is a list of the consolidated operating
companies and the respective method of consolidation:
Companies included in consolidation using the global integration method:
Below is the list of the equity investments held directly in subsidiaries and the summary information
for each one, including their name, headquarters, capital, Shareholders' equity and shares owned by the
Holding:
Name
1) GVS Sud Srl
2) GVS do Brasil Ltda
Offices
Zola Predosa (BO)
Municipio de
Monte Mor –
Campinas – Brazil
3) GVS Argentina Sa
Buenos Aires,
Argentina
4) GVS North America Zionsville (IN)
Corp.
USA
5) GVS Fortune Holding Hong Kong
Ltd
(PRC)
6) GVS Microfiltrazione Ciorani (Romania)
Srl
7) Fenchurch Env. Group Morecambe
Ltd
(United Kingdom)
8) GVS Technology
Suzhou (PRC)
(Suzhou) Co. Ltd
9) GVS Japan KK
Tokyo (Jap)
10) GVS Korea Ltd
Seoul (KOR)
11) GVS Russia LLC
Moscow (RUS)
10
16,121
405
Book value
in GVS
SpA
balance
sheet
12,824
2,306
7,859(a)
1,564
2,323
99.90%
145
210(b)
56
120
94.13%
8,237
12,310(c)
367
8,226
100%
0
(907)(d)
88
44
100%
0
805(e)
53
1
100%
1
6,546(f)
2,390
21,194
100%
20,033
1,774(g)
153
1,778
100%
1,128
75
0
952(h)
(44) (i)
(11)(l)
270
(116)
(13)
1,133
68
0
100%
100%
100%
Profit (loss) of
Shareholders'
the last approved
equity as at
financial
31/12/2014
statements
Share
Capital
3
% owned
100%
12) GVS Puertorico Inc.
Puerto Rico (PR)
0
0
0
27
(a) equivalent to BRL/000 25,315 (Share capital of BRL 7,428,136)
(b) equivalent to ARS/000 2,191 (Share capital of ARS 1,510,212)
(c) equivalent to USD/000 14,948 (Share capital of USD 10,000,000) equal to the sub-consolidated
shareholder's equity pertaining to the Group.
(d) equivalent to HKD/000 (8,510) (Share capital of HKD 1) equal to the sub-consolidated
shareholder's equity.
(e) equivalent to RON/000 3,608 (Share capital of RON 1,600)
(f) equivalent to GBP/000 937 (Share capital of GBP 1,469) equal to the sub-consolidated
shareholder's equity.
(g) equivalent to RMB/000 13,370 (Share capital of RMB 15,316,639)
(h) equivalent to JPY/000 138,315 (Share capital of JPY 163,816,626)
(i) equivalent to WON/000 (57,664) (Share capital of WON 100,000,000)
(l) equivalent to RUB/000 (787) (Share capital of RUB 10,155)
It is noted that during the year the control of the Chinese company Fenchurch Filter (Suzhou) LTD
was transferred from Fenchurch Environmental Group Limited with registered office in the United
Kingdom, to the Chinese company GVS Technology (Suzhou) Co. LTD. This reorganisation was
carried out in order to concentrate the significant activities carried out by the Group in China into one
legal entity and did not involve any change to the perimeter of consolidation.
It is also noted that at the end of the 2014 financial period the percentage of ownership in MM/GVS
Holding LLC went from 68% to 100%, following the acquisition of the share attributable to minority
interests. The acquisition was completed at a price of $ 30 thousand, resulting in a reduction of the total
shareholder's equity for about 2.2 million Euros and without significant effects on the total consolidated result
for the year. Also to be noted without, however, significant effects on the consolidated financial
statements is the establishment of two new companies respectively in Korea and Russia, currently in
the start-up stage.
b)
Group organisation chart
To make Group structure clearer, below is the organisation chart of the GVS Group:
4
100%
GVS
S.p.A.
Holding
GVS Sud srl
100%
GVS do
Brasil ltda
99.9%
GVS
Argentina
s.a.
94.13%
GVS
North
America inc.
100%
GVS Fortune
Holding inc
100%
GVS
Micro
Filtrazione
100%
Yuyao Yibo
Medical
Device
100%
Fenchurch
Env.
Group
Ltd
100%
GVS
Technology
Suzhou ltd
100%
GVS Filter
Techn. UK
LTD
100%
Fenchurch
Filters
Souzhou
100%
GVS Japan
KK
100%
GVS
Puertorico
100%
GVS
Korea
100%
GVS
Russia
100%
Changchun
Biomedical
Plastics Co
Ltd 100%
For a clearer overview, we separately indicate the Group organisation chart of the subsidiary GVS
North America Corp.:
GVS North
America
Corp.
MM/GVS
Holding
LLC
100%
GVS Filter
Technology
Inc
100%
Maine
Manufacturing
LLC
100%
MM
Westborough
LLC
100%
MM West
ETIF LLC
100%
5) VALUATION METHODS
The balance sheet items have been valued based on the general conservative and accrual concepts, on
a going concern basis, for every single consolidated company belonging to the Group. The main
valuation methods used by the Group to draft the consolidated financial statements and used as a basis
for any adjustment, if necessary, of the consolidated companies' financial statements are the following:
Intangible assets
5
Intangible assets are entered at purchase or production cost, including all relevant ancillary expenses.
The same are subjected to direct amortisation for the part reasonably attributable to the period
according to their residual possibility of use.
Amortisation rates are the following:
Start-up and expansion costs
Research and development costs
Ind.patent rights and intellect.property rights
Authorisations, licences, and similar rights
Difference due to consolidation
Goodwill
Other intangible assets
20 %
33.33 %
7% - 20%
10 %
5.5%
20% or duration of
the corresponding
contract
Tangible assets
Tangible assets are entered at purchase cost or production cost, possibly added to the revaluation of
asset value and adjusted according to the corresponding depreciation funds.
Assets held through leasing contracts are entered, with the exceptions specified below, according to
the International accounting criterion IAS 17, as suggested by the National accounting principle no. 17
“Consolidated financial statements and equity method” issued by the Italian Accounting Body. This
criterion provides for the following:
- tangible assets shall be entered at their normal value, including all accrued depreciation;
- financial debts corresponding to the principal of leasing fees not yet settled shall be entered under
Amounts due to other lenders;
- leasing fees shall be cancelled from the income statement, indicating the refund of the debt
principal part, interest and depreciation for the period, calculated on a period similar to the one
applied to similar assets purchased further to a standard sale contract;
- the value of improvements made to leased assets shall be entered under tangible assets.
Leased vehicles and equipment for automatic data processing, for an insignificant amount, are
considered operating leases, therefore, the relevant contracts are entered using the equity method that
requires to book the leasing instalments in the income statement.
Tangible assets are regularly depreciated in every period, for constant amounts, based on precise
economic and technical coefficients, by homogeneous categories of assets, considering their residual
possibility of use.
It shall be noticed that for the Holding and GVS Sud, in the first period of asset operation, said
coefficients are applied at 50%. Depreciation is calculated according to the following rates:
- Land
- Buildings
- Light buildings
- General plant and machinery
- Specific plant and machinery
- Moulds and specific equipment
- Furniture and fittings
- Electronic office machinery
- Sundry equipment
- Internal transport means and vehicles
Not depreciated
3%
10%
7.5%
12.5%
12.5%
12%
20%
40%
20/25%
6
Maintenance and repair costs are entered in the income statement of the period in which they were
borne; costs for improvements, modernisation, changes involving a considerable increase of the
production capacity or useful life of assets are all capitalised. Funds in capital account (in particular
the ones obtained as per Act no. 488/1992 for building the production unit of GVS Sud srl) are entered
to directly decrease, pro quota, the value of the tangible and intangible assets they refer to. According
to Act no. 266, dated 23rd December 2005, in 2005 GVS Sud Srl has revalued its assets for a net
amount of 3,503 thousand Euros.
Financial fixed assets
Credits included in this item are entered at their presumed breakup value.
Treasury shares are entered at their purchase cost, possibly deducting any long-lasting decrease in
value.
Inventory
Raw materials inventory is entered at the lowest value of the following two: purchase cost (calculated
according to Weighted average cost method) or replacement value.
Semifinished and finished products inventory is entered at the lowest value between purchase or
production cost (calculated as the sum of direct and indirect production costs) and the breakup value
one can infer from the market trend.
Moulds being worked on commission are entered at their production cost as at the date of period end;
sale proceeds are meant as received as soon as mould is finished and the customer accepts it, this
moment coincides with the mould flowing into production. Any prepayment/advance received from
customers for moulds not yet finished are entered in the prepayments item, under liabilities.
Any stock of obsolete or slow-moving products is depreciated according to their presumed recovery or
breakup value.
Cash and cash equivalents
They are entered at nominal value.
Working capital financial assets
Working capital assets are entered at the lowest value between the purchase cost and market value at
period end.
Receivables and payables
Receivables are entered at the lowest value between nominal value and presumed breakup value,
thereby creating the provision for bad and doubtful debt. Payables are entered at their nominal value.
Accruals and deferrals
Accruals and deferrals are entered on an accrual basis.
Provision for severance indemnity
The provision for severance indemnity (TFR) is created against the credit accrued for every employee
of the Group's Italian companies at period end, calculated according to legal requirements and as
provided by the current labour contracts.
7
Revaluation was calculated pursuant to applicable law.
Provisions for risks and charges
Provisions for risks and charges include the provisions for covering losses and payables of a certain
type, of certain or likely existence, whose amount or due date is unknown at period end. Allocated
amounts correspond to the best estimate based on the available elements at the date the financial
statements are drafted.
The risks for which payables may arise are indicated in the Explanatory notes, with no fund for risks
and charges being provided.
Evaluation of foreign currency items
Receivables and payables originally denominated in foreign currency and recorded at the historical
exchange rates in force when they arose are restated at current exchange rates at year end.
Current assets and liabilities and long term financial receivables are recorded at the spot exchange rate
in force at year end. Gains and losses arising from the translation of foreign currency receivables and
payables are credited and debited, respectively, to the income statement under item 17 bis “Gains and
losses on exchange rates”.
Any net gain arising from the restatement of foreign currency balances at year end exchange rates is
included in the result for the year. Upon approval of the Holding's financial statements and resulting
allocation of the profit/loss, the portion not used to cover any loss for the year is recorded in a nondistributable reserve until such time as it is realised.
Acknowledgement of costs and revenues
Revenue from sales is acknowledged upon transfer of title that usually takes place upon goods
shipment. Revenue from services offered to third parties is considered according to the period the
service was rendered and the financial revenue is acknowledged on an accrual basis.
Costs are acknowledged on an accrual basis, according to the criterion of pertinence to revenue.
Taxes
Current taxes are entered based on a prudential interpretation of the prevailing tax regulations in every
country the GVS Group operates in.
Payable and prepaid deferred taxes, deriving from tax consequences due both to accrual offset
between period results and taxable revenue, and to adjustments made to individual balance sheets to
allow for their consolidation, are recorded.
Guarantees, obligations and risks
Guarantees and obligations of the Group companies are specified in the memorandum accounts at their
contractual value.
The risk that a liability is certain or likely gives rise to allowance to the contingency funds according
to adequacy criteria. The risk that a liability is only possible is described in the Explanatory notes,
with no allowance provided. Distant risks are not considered.
8
4) COMMENTS ON THE MAIN BALANCE SHEET ITEMS
Balance Sheet
ASSETS
FIXED ASSETS
INTANGIBLE ASSETS
The changes in intangible assets are indicated below:
Start-up and expansion costs mainly refer to start-up costs relevant to the Japanese subsidiary and the
incorporation expenses for GVS North America Corp.
Development costs mainly refer to long-term charges relevant to projects developed by the subsidiary
FFS Suzhou, whose amortisation was completed during the year.
Patent rights mainly refer to expenses paid for the filing of new industrial applications by the Holding
Company and the British subsidiary.
Authorisations, licences, trademarks and similar rights include trademarks and licences for use mainly
concerning the Holding Company for 385 thousand Euros, the Chinese subsidiary for 79 thousand
Euros and rights purchased by the Brazilian subsidiary for an amount of 206 thousand Euros. Increases
for the year refer mainly to the purchase and customisation of industrial programming and
management software completed during the year for the Holding Company and the implementation of
the new accounting system for the Brazilian and US subsidiaries.
The table below shows the net value of the goodwill items and consolidation difference:
9
Start-up costs refer to the acquisition of the NP Caribe LLC (Puerto Rico) business for 2,027 thousand
Euros, which took place during the 2012 financial period. As a result of this acquisition, a goodwill
was recorded, concerning the technical/commercial expertise and calculated as the difference between
the price paid and the value ascribed to the industrial equipment of the production line that was
acquired. This figure was increased in 2014 by 172 thousand Euros due to an adjustment of the
acquisition price as originally defined in the purchase contract.
Goodwill is amortised in 18 years, which coincide with the period of future usefulness of said
business.
It is also to be noted that during previous financial periods, upon acquisition of Maine Manufacturing
LLC's shares, the latter acquired from the GE group the GE Osmonics membrane business and the GE
HealthCare business. As a consequence, a goodwill of 10,226 thousand Euros was posted (8,893
thousand Euros left as at 31st December 2014). Such goodwill is amortised in 10 years, which
coincide with the period of future usefulness of said asset.
The Consolidation difference as at 31st December 2014 is due, for 8,482 thousand Euros, to the
consolidation of shareholders' equity of subsidiary Fenchurch Environmental Group Ltd and its
subsidiary. Moreover, during the previous financial periods, GVS North America Inc. was
incorporated, with the acquisition of 100% shareholding of the same. The latter, on 9th December
2012, had gained control over Maine Manufacturing LLC, acquiring 68% of its shares, resulting in the
posting of a consolidation difference for 9,416 thousand Euros, whose amortisation plan started from
the 2013 financial period. Such consolidation difference was decreased in 2014, following the
acquisition of 32% of the capital previously held by minority shareholders.
Finally, during the 2012 financial period, the Holding company concluded the purchase of Nihon
Nypro from NP Medical Inc. The former subsequently changed its name to GVS Japan KK. As a
result of said acquisition, a consolidation difference of 232 thousand Euros, whose net value as at 31st
December 2014 is of 162 thousand Euros, was reported.
These consolidation differences do not include the goodwill generated in 2006. It refers to the
difference between the purchase cost and the purchased share of the Shareholders' equity of the
Chinese Yuyao Yibo Medical Device in Ningbo. This company was taken over at the end of 2005 by
the Hong Kong subsidiary, GVS Fortune Holding. The consolidation difference net value for this
subsidiary, as at 31st December 2014 is of 13 thousand Euros.
All consolidation differences are systematically amortised in 10 years.
The item current fixed assets for the previous financial period entirely refers to the purchase and
customisation of industrial programming and management software, which became operational during
the year.
10
The item other intangible assets mainly refers to improvements on third-party assets relevant to the
British company and American subsidiaries. The increase for the year refers to an amount of 400
thousand Euros for long-term charges sustained for the roll-out of a ten-year bond issue whose
characteristics are better described in the section relevant to the borrowing and for 232 thousand Euros
for improvements to the factory located in the United Kingdom for the building of an injection
moulding production department.
TANGIBLE ASSETS
The changes in tangible assets are indicated below:
The balance of “Land and buildings” refers to the two plants in Zola Predosa, bought in lease-back in
2001, for 2,542 thousand Euros (2,762 thousand Euros as at 31st December 2013). This item also
includes the net value of the building owned by the subsidiary GVS Do Brasil Ltda, amounting to
about 927 thousand Euros (944 thousand Euros as at 31st December 2013) and the net value of the
building of the subsidiary GVS Sud Srl for about 1,659 thousand Euros, net of the contribution under
the Act 488/92 (1,627 thousand Euros as at 31st December 2013). A further 731 thousand Euros
should be added for two civil use buildings attributable to the American subsidiaries (356 thousand
11
Euros as at 31st December 2013), one of which was acquired in 2014 for a total of 343 thousand Euros
and 1,400 thousand Euros for the building of the Chinese subsidiary Fenchurch Filters Suzhou (1,189
thousand Euros as at 31st December 2013).
The “Plants and machinery” item includes 799 thousand Euros in plants working within the site of the
subsidiary GVS Sud Srl; this amount is net of the contribution pursuant to Act 488/92 and includes the
amounts concerning the revaluation made in 2005. As at 31st December 2014, the value of plant and
machinery owned by the subsidiary GVS Do Brasil Ltda, the British subsidiary and the Holding
Company is of approximately 1,557 thousand Euros, 4,809 thousand Euros and 1,704 thousand Euros
respectively.
The “Industrial and commercial equipment” item includes 225 thousand Euros in equipment in use
within the site of the subsidiary GVS Sud Srl, net of the contribution pursuant to Act 488/92, apart
from the relevant revaluation. This item also includes equipment and dies of the Holding company for
a total amount of about 4,356 thousand Euros.
The “Current tangible assets” include (moulds and equipment) manufacturing on a time and material
basis not yet completed by the Holding as at closing date for 1,919 thousand Euros and by the British
subsidiary for 91 thousand Euros, as well as advances to suppliers for plants still being commissioned
paid by the American subsidiaries for 236 thousand Euros and the Holding Company for 647 thousand
Euros.
Standard depreciation of GVS Sud is fully deductible considering that at least three years have passed
since the revaluation as at 31st December 2005 pursuant to Act 266/2005, dated 23rd December 2005.
FINANCIAL FIXED ASSETS
- Other receivables
The item, amounting to 163 thousand Euros, refers to Holding company guarantee deposits with third
parties, for 28 thousand Euros, and guarantee deposits of the American Maine Manufacturing LLC
with third parties for 88 thousand Euros.
- Treasury shares
The increase of the Treasury shares item entered into the balance sheet refers to the purchase of 44,959
shares resolved on 9th July 2013, from a minority shareholder, corresponding to a 2.73% of the share
capital. Following this transaction, the relevant unavailable reserve was set up. The price was agreed
between the parties and the transfer was completed with the deed of Notary Carlo Vico on 19th
February 2014 rep. 5998. Subsequent to the transfer, the Treasury shares entered into the financial
statements as at 31st December 2014 refer to 64,995 shares, corresponding to a total share of 3.95% of
the share capital of GVS SpA.
WORKING CAPITAL
INVENTORY
Final stock inventory is summarised in the chart below:
12
Inventory is not subjected to constraints or other restrictions of title.
The increase in the value of inventories is mainly due to the effect of the exchange rate of various
currencies (USD, Renminbi and GBP) against the EUR.
The amount of 811 thousand Euros refers to order WIPs, concerning moulds and equipment that will
be sold to customers, mainly from the automotive sector. These are indicated separately from WIPs so
as to give a better overview and ensure a more correct interpretation of data.
The above-specified amounts are entered net of the relevant provision for obsolescence, which, during
the period, has changed as follows:
RECEIVABLES
Receivables breakdown is as follows (in thousands of Euros):
Trade receivables were up due to the increase in turnover, only partially offset by the lower average of
13
days for collection of the British subsidiary.
The above-specified trade receivables are entered net of the relevant provision for bad debts, which,
during the period, has changed as follows:
Receivables breakdown as at 31st December 2014 by geographical area is shown below:
Parent company receivables for 1,317 thousand Euros include 197 thousand Euros for Ires receivables
due to the Holding Company and transferred to GVS Corporate SpA following the adhesion to the tax
consolidation scheme. This item also refers to the advances, for 650 thousand Euros, paid to the
Holding company GVS Corporate S.p.A for the provision of software and administrative services.
The tax receivables mainly pertain to the Holding Company for 787 thousand Euros, GVS Sud Srl for
358 thousand Euros, the British subsidiary for 237 thousand Euros and the American subsidiaries for
133 thousand Euros. The balance consists mainly of the VAT credit and receivables for tax
reimbursements or to be offset in the following year. The reduction compared to the previous year
refers to the collection of a VAT credit (approximately 400 thousand Euros) relevant to the British
subsidiary and the tax reimbursement (approximately 200 thousand Euros) relevant to the American
companies.
Advance tax assets mainly refer to 213 thousand Euros (211 thousand Euros as at 31st December
2013) of the subsidiary GVS do Brasil Ltda for past losses and advance tax payments for the
American subsidiaries for 355 thousand Euros, mainly due to temporary differences between tax value
and book value of net assets.
The breakdown of other receivables can be summarised in the following table:
14
The change compared to the previous year is relevant to the increase in various advances to suppliers
of the Holding Company.
The item other receivables due beyond 12 months includes a receivable for approximately 231
thousand Euros against a syndicated loan for a potential enlargement of the premises of GVS Sud Srl.
FINANCIAL ASSETS NOT OF A FIXED NATURE
The amount, equal to 1,690 thousand Euros (463 thousand Euros as at 31st December 2013), refers to
GVS do Brasil Ltda and is relevant to short-term securities and certificates of deposit acquired due to
the temporary excess of liquidity. The increase compared to the previous financial year is due to the
failure to distribute dividends during the previous year by the Brazilian subsidiary compared to the
2013 financial period.
CASH AND CASH EQUIVALENTS
This item breaks down as follows:
The amount of cash on hand as at 31st December 2014 increased significantly due to the bond issue
subscribed in January 2014 for 35 million Dollars, as described hereinafter.
Annex B) shows the cash flow statement to which we refer for further details regarding the financial
position of the GVS Group.
ACCRUED INCOME AND PREPAID EXPENSES
This item breaks down as follows:
15
Bank fees and charges for 175 thousand Euros refer to the charges for advance commissions relevant
to medium and long-term loans.
16
LIABILITIES
SHAREHOLDERS’ EQUITY
Shareholders' equity breaks down as follows:
The chart showing the relationship between the shareholders' equity and result for the period of the
Holding GVS SpA, and the one between consolidated shareholders' equity and result for the period,
including any consequence on taxes is as follows:
GVS SpA share capital, fully subscribed and paid-up, includes the following (in Euros):
17
Shares
Ordinary
Number
1,646,834
Total Capital in Euros
1,646,834
Face value
1 EUR
2013 and 2014 changes in the consolidated Shareholders' equity are specified in Annex A).
PROVISIONS FOR RISKS AND CHARGES
The provisions for risks and charges are detailed as follows:
The Retirement fund refers to the compensation for loss of office fund for the Holding's Directors.
The provision for taxation, including deferred taxes, mainly includes deferred tax effects arising from
consolidation entries and the deferred tax effect on the temporary differences between the book value
and tax value of the tangible assets of the American and British subsidiaries. The provision was
increased during the year also as a result of the audit carried out on the Holding Company by the Tax
Authorities between September and October 2014. Although the Holding Company did not receive
any notification from the Tax Authorities and there are reasonable grounds to believe that the
assessment risk is limited, this provision has been made exclusively for prudential reasons.
The item other provisions/funds dropped as a consequence of the partial use of the provisions for
reorganisation and provisions for onerous contracts, which were both known at the time of acquisition
of Maine Manufacturing LLC and taken into account when determining the purchase price of its
shares.
EMPLOYEE SEVERANCE INDEMNITY PROVISION
The amount earmarked for this fund is 3,616 thousand Euros, and represents the debt as at 31st
December 2014 owed to the employees of the Italian companies belonging to the GVS Group
employed at that date, net of any advance paid and of the credit toward INPS treasury. The fund
changes in 2014 have been as follows:
18
Withdrawals include severance indemnities paid throughout the year.
The chart below specifies the average number of employees by category and company:
Staff of GVS Fortune Holding Ltd refers to the Chinese company Yuyao Yibo Medical device fully
owned by the Hong Kong holding.
PAYABLES
Payables are entered at their nominal value and their expiry dates are as follows:
19
BONDS PAYABLE
As previously described, on 9th January 2014 the Holding Company performed a bond issue, as per
the minutes of the Shareholders' Meeting held on 16/12/2013, rep. 8 of Notary Camilla Chiusoli,
subscribed by “The Prudential Insurance Company of America” with registered office in Chicago,for
35,000 thousand USD at a fixed rate of 6.50%. The duration of the transaction is 10 years with a preamortisation period of 3 years. The annual coupon payment relevant to the principal share will be in
fixed yearly amounts of 5,000 thousand USD, starting 9th July 2018. The loan principal and interest
payable were entirely hedged against the exchange rate risk for the entire duration of the loan through
the execution of a hedging derivative subscribed with Mediobanca SpA. The fair value of the
derivative as at 31st December 2014 is positive for 2,355 thousand Euros.
Given the complete hedging of the bond in terms of interest rate fluctuation risk, the relevant financial
debt, expressed in USD, is converted at the hedged exchange rate.
The cash and cash equivalents obtained from such transaction were used for the total extinction of
most of the loans previously subscribed by the American and Chinese subsidiaries in order to group
most of the financial payables of the Group into the Holding Company. The bond issue provides for
compliance with specific covenants that as at the date of these financial statements have been
respected.
AMOUNTS DUE TO BANKS
The balance of amounts due to banks in the short-term is 9,732 thousand Euros, and includes payables
for bank accounts and short-term loans, of which 8,138 thousand Euros attributable to the Holding,
562 thousand Euros relevant to the British subsidiary, 20 thousand Euros relevant to the subsidiary
GVS SUD Srl and 1,013 thousand Euros attributable to the American company.
The payables due to banks beyond 12 months, for 22,004 thousand Euros, for 16,551 thousand Euros
refer to the Holding Company and for 5,065 thousand Euros to GVS North America Corp.
Amounts due to banks are, therefore, broken down as follows:
20
Annex B) shows the cash flow statement to which we refer for further details regarding the financial
position of the GVS Group.
AMOUNTS DUE TO OTHER LENDERS
Amounts due to other lenders include the following:
- a soft loan obtained from MIUR (former Ministry of Industry, Commerce and Handicrafts) for
investments aimed at technological innovation, whose residual debt as at 31st December 2014 is
of 341 thousand Euros;
- a soft loan obtained from Simest pursuant to act 133 for the incorporation of the Japanese
subsidiary, whose residual debt as at 31st December 2014 is of 674 thousand Euros;
- a further soft loan obtained from MIUR (former Ministry of Industry, Commerce and
Handicrafts) for investments aimed at technological innovation, whose residual debt as at 31st
December 2014 is of 407 thousand Euros;
- other minor financial debts for a total amount of 234 thousand Euros as at 31st December 2014.
The table below provides a summary of such relations:
PREPAYMENTS
The decrease in the item mainly refers to GVS SpA, following receipt of advance payments from
customers during 2013 for moulds and equipment manufactured during this financial period.
DUE TO PARENT COMPANIES
The item Due to Parent Companies mainly includes payables to GVS Group for 61 thousand Euros
and to GVS Corporate for 171 thousand Euros, mainly due to the fact of relying on tax consolidation.
21
TRADE PAYABLES
Trade payables, equal to 10,895 thousand Euros, refer to supplies of goods and services falling within
the normal scope of business of the Group.
Trade payables breakdown as at 31st December 2014 by geographical area is shown below:
TAX PAYABLES
The tax payables refer to income taxes to be paid and withholding taxes on employees.
PAYABLES TO SOCIAL SECURITY INSTITUTIONS
Payables to these institutions (INPS, INAIL, INPDAI and social security institutions), equal to 1,197
thousand Euros, refer to the amounts due for social security contributions accrued as at 31st December
2014 and duly paid in 2015 as required by law, as well as the deferred contributions due on accrued
but not taken holidays, of which 622 thousand Euros refer to the Holding company.
OTHER PAYABLES
They break down as follows:
Payables to employees are the wages of the month of December 2014 as well as deferred wages.
Payables for acquisition closing of NP medical contract for 147 thousand Euros, refer to the agreement
for closing down the production activities in Puerto Rico, which took place at the end of 2013,
regularly paid during 2014.
ACCRUED EXPENSES AND DEFERRED INCOME
This item breaks down as follows:
22
Accrued expenses for interest payable increase due to the interests on the bond issued in 2014.
MEMORANDUM ACCOUNTS
Sureties or guarantees given by credit Institutions
During the 2014 financial period, the subsidiary GVS Sud obtained a guarantee from Banca Popolare
dell’Emilia for 152 thousand Euros in guarantee of soft loans from M.I.U.R. for research and
development activities, due 20/10/2015.
The Holding Company has current securities and guarantees issued by Banks for a total of 736
thousand Euros in favour of Simest, issued by Unicredit.
Engagement for options
We also report that the commitment for the acquisition of treasury shares currently held by a minority
shareholder was posted, as resolved by the Shareholders' Meeting on 18th December 2014. The
transaction was executed on 15th January 2015 for an amount of 5,500 thousand Euros.
23
INCOME STATEMENT
The details of the main items of the 2014 and 2013 income statements are listed below:
VALUE OF PRODUCTION
This item breaks down as follows:
The geographical breakdown of Revenue from sales and services can be summarised as follows:
•
•
Italy
Abroad
6%
94%
The item Revenue from sales and services, equal to 117,399 thousand Euros, can be split up by
business as follows:
The item revenue from sales and services increased by 6,070 thousand Euros mainly due to the
increase in sales relevant to medical liquid filters (l,907 thousand Euros) and for the increase of filters
for air applications (medical air filters, filters for domestic applications and filters for safety
applications)
Other revenue and income, amounting to 2,112 thousand Euros, include: contributions for operating
24
expenses for 507 thousand Euros for applied research activities by the Holding company and GVS Sud
Srl, 612 thousand Euros for expense recovery and 133 thousand Euros relevant to the resale of waste
from processing. The following table shows such revenue items compared with the previous year:
COST OF PRODUCTION
This item breaks down as follows:
The cost of production is up compared to the previous year mainly due to the increase in sales and
services as previously specified.
COSTS FOR SERVICES
The costs for services break down as follows:
25
Costs for "Administrative and IT Services" include services supplied by the parent company GVS
Corporate SpA during 2014. On this subject, please refer to the following paragraph dedicated to
management and coordination activities.
The items are up compared to the previous year mainly due to the increase in sales and services,
namely the cost items that are up the most were various utilities and driving power, external works,
industrial and maintenance services, consultancy and collaborations. It is noted that during the 2014
financial period the costs for temporary employment services were classified in the item labour costs
and for the comparability of the financial statements the same costs for the 2013 financial period (706
thousand Euros) were subsequently reclassified.
USE OF ASSETS OWNED BY THIRD PARTIES
The costs for use of assets owned by third parties can be summarised as follows:
There were no significant changes compared to the previous year
SUNDRY OPERATING CHARGES
Sundry operating charges can be detailed as follows:
26
FINANCIAL INCOME AND CHARGES
This item breaks down as follows:
Interest and other financial charges are up mainly due to the previously mentioned bond issue. The
gain on foreign exchange is closely linked to the performance of the Euro against other major
currencies with which the group operates (Pound Sterling, US Dollar and Chinese Renminbi).
GAINS (LOSSES) ON EXCHANGE RATES
This item breaks down as follows:
Unrealised exchange gains for 886 thousand Euros refer to the Holding Company and for 942
thousand Euros to the American subsidiaries.
INTEREST AND OTHER FINANCIAL CHARGES
This item breaks down as follows:
27
Interest and other financial charges are up mainly due to the previously mentioned bond issue.
EXTRAORDINARY INCOME AND CHARGES
Extraordinary income refers for 92 thousand Euros to the benefit obtained from GE following the
early extinction of the debt incurred following the business transfer acquired during the 2012 financial
period.
Last year, the extraordinary income of 280 thousand Euros referred for 241 thousand Euros to the
contributions obtained as a partial reimbursement of the retirement incentives paid to employees
relevant to the employees of the British company formerly known as Remploy, the cost for which was
booked among the extraordinary charges.
Extraordinary charges reflect the provision for taxes following the assessment of the Holding
Company by the Tax Authorities between September and October 2014, and non-recurring charges
relevant to previous financial years related to the British and American subsidiaries.
Last year the extraordinary charges mainly reflected non-recurring effects relevant to the
reorganisation and restructuring process completed in the 2013 financial period by the British
subsidiary and that resulted in the booking of extraordinary charges for 1,413 thousand Euros, of
which 1,085 thousand Euros for retirement incentives for the ending of employment relations with
various employees and managers. The remaining extraordinary charges for 250 thousand Euros refer
mainly to taxes for previous years and fines relevant to the Brazilian and Chinese companies of the
Group and for 252 thousand Euros to other non-recurring charges.
INCOME TAXES
Current taxes (for 3,834 thousand Euros) mainly consist of: IRES and IRAP recorded by GVS SpA for
2,180 thousand Euros, IRES and IRAP recorded by GVS SUD for 231 thousand Euros, revenue taxes
of GVS do Brasil for 502 thousand Euros and revenue taxes relevant to the British subsidiary for 269
thousand Euros. Also for 2014, we agreed to rely on the Italian tax consolidation rule for the holdings
GVS Corporate SpA and GVS Group S.p.A. as well as the subsidiaries GVS SpA and GVS Sud.
Deferred tax payable item reported in the income statements can be broken down as follows:
Deferred taxes of GVS SpA
Deferred taxes of GVS Korea Ltd
Deferred taxes of GVS Filter UK
Deferred taxes of GVS North America Corp.
Tax consequences of consolidation entries
Total deferred taxes
28
(232)
14
(47)
(173)
79
(359)
DIRECTORS, INTERNAL AND EXTERNAL AUDITORS FEES
The fees payable to Directors and Internal and External Auditors for their function, even in other
Group companies, are the following:
Directors (fees paid)
Directors (all.to loss of office fund - TFM)
Internal Auditors
Supervisory Body
Auditors
444 thousand Euros
55 thousand Euros
25 thousand Euros
13 thousand Euros
162 thousand Euros
DERIVATIVE INSTRUMENTS
In March 2013 the Holding entered into an interest rate swap contract with Banco Popolare, reaching
maturity in December 2017. This contract provides for the following: initial reference notional amount
2,000,000 Euros, principal remaining as at 31st December 2014 1,263,157 Euros. The market value of
this instrument as at 31st December 2014 is negative for 13 thousand Euros. As at the date of these
notes the above transaction has been settled.
A new hedging transaction was executed in 2014 in order to hedge the interest and exchange rate risk
both relevant to the bond issue. The notional amount of USD 35,000,000.00 was hedged at a fixed rate
of 5.65% and an exchange rate of 1.3646 USD/Euro, both fixed for the entire ten year period of the
bond issue. The transaction was executed with Mediobanca S.p.A. The fair value of the derivative as at
31st December 2014 is positive for 2,355 thousand Euros.
TRANSACTIONS WITH RELATED PARTIES
During the financial period, transactions with related parties took place (without taking into
consideration transactions between companies that are within the consolidation perimeter and removed
from the consolidated financial statements); these mainly refer to services supplied by the Parent
company GVS Corporate SpA and regulated by contracts executed under normal market conditions
(arm's length). The table below provides an overview of payables and receivables due to/from the
parent companies of the GVS Group:
Holding companies
GVS Corporate
GVS Group
Total
Receivables
Payables
1,317
281
0
61
1,317
342
The table below indicates the costs and revenues due to/from the parent companies of the GVS Group:
Holding companies
Costs
Revenues
GVS Corporate
2,885
112
GVS Group
50
Total
2,935
29
0
112
Costs for approximately 2,885 thousand Euros mainly refer to contracts for the provision of services
by the Holding company Gvs Corporate SpA as described above.
No other significant transactions with related parties are reported.
OFF BALANCE SHEET TRANSACTIONS
During the year, no agreement was entered into that has not been entered into the balance sheet.
MANAGEMENT AND COORDINATION ACTIVITIES
Further to company reorganisation carried out during 2006, the Company is indirectly controlled by
GVS Corporate S.p.A., headquartered in via Roma, 50, Zola Predosa (BO), Italy. The relationships
with the Holding company consist in the coordination activities of the same and in the performance of:
administrative, financial, staff management and information technology services. Services supplied in
2014, for an amount of 2,885 thousand Euros, have been charged at market prices (arm's length), in
accordance with the agreements entered into by the two companies.
The chart below specifies the key figures of the last balance sheet of GVS Corporate S.p.A; i.e. the
balance sheet closed as at 31st December 2013 (in units of Euro).
ASSETS
Fixed assets
Working capital
Accrued income and prepaid expenses
Total Assets
€
“
“
€
15,840,722
1,149,278
40,096
17,030,096
Shareholders' equity, net of period result
Funds
Sev.indemn.
Payables
Accrued expenses and deferred income
Profit for the financial period
Total Liabilities
€
“
“
“
“
“
€
7,666,413
23
287,992
8,984,800
60
90,808
17,030,096
Income statement:
Value of production
- Cost of production
- Financial income and charges
- Extraordinary income and charges
- Income taxes
Loss for the financial period
€
“
“
“
“
€
2,770,621
(2,556,105)
(51,008)
(72,700)
90,808
LIABILITIES
Key figures of the holding GVS Corporate SpA indicated in the overview chart, as required by art.
2497-bis of the Italian Civil Code, have been taken from the corresponding financial statements for the
period closed as at 31st December 2013. To better understand the whole economic and financial
standing of GVS Corporate SPA (Holding) as at 31st December 2013, as well as the economic result
obtained by the company in the period closed at that date, please refer to the balance sheet that is
available, together with the report of PricewaterhouseCoopers SpA auditing company, in the forms
and places required by law.
30
OTHER INFORMATION REQUIRED BY SPECIFIC LAW PROVISIONS
Pursuant to art. 10 of Act no. 72 dated 19th March 1983, a suitable chart (annex C) indicates the assets
still included in the equity, which in the past underwent revaluation and the corresponding amount. In
the past, no exception was made to the statutory assessment criteria provided by art. 2425, in its
wording in force before the amendment introduced by Legislative Decree no. 127/91.
These Financial Statements reflect the contents of the accounting records and provide a true and fair
view of the company standing.
Zola Predosa, 26th May 2015
For the Board of Directors of GVS SpA
The Chairman
Ms. Grazia Valentini
31
Annex A - Changes in Shareholders' equity for 2013 and 2014 financial periods
Sharehold.
Description
31st December
2012
Allocation of the 2012
result
Movement of
conversion reserve
Purchase of third
party shares of
Changchun
Profit (loss) for the
2013 period
31st December
2013
Allocation of the 2013
result
Movement of
conversion reserve
Other changes of
treasury shares
Purchase of third
party shares of Maine
Manufacturing
Profit (loss) for the
2014 period
31st December
2014
Share
capital
1,647
Share
premium
reserve
13,247
Reval.
reserve
3,577
Legal
reserve
329
Treasury
shares
reserve
618
Extraordinary
reserve
Exchange
gain
reserve
13,350
12
6,059
(12)
capital
acc.payments
Reserve
for
conversion
difference
129
161
Profit
(loss)
carried
forward
Profit
(loss)
Equity
Profit/
(Loss)
Capital
as from
consolid.
for the
period
of the
Group
- third
parties
- third
parties
7,925
3,906
44,901
(3)
2,411
47,309
(2,141)
(3,906)
0
3
(3)
0
(2,324)
(100)
(2,424)
0
24
24
(2,324)
1,647
13,247
3,577
329
618
19,409
-
4,108
18
129
(2,163)
2,916
2,916
(264)
5,784
2,916
45,494
(264)
2,332
47,561
(1,209)
(2,916)
0
264
(264)
0
265
2,382
(2,163)
(2,163)
2,117
4,576
2,117
(4,576)
13,247
3,577
329
5,194
18,941
2,652
0
0
1,647
Total
Shareholders'
Equity
18
32
129
(46)
4,576
7,618
7,618
(149)
7,618
55,230
(149)
7,469
169
55,250
Annex B
33
OVERVIEW OF REVALUATIONS
Annex C
During 2014 no revaluation has been made, the initial balance therefore corresponds to the final balance as at 31/12/2014.
INITIAL AND FINAL SITUATION OF GROSS REVALUATIONS
FIXED ASSETS DESCRIPTION
ACT NO.
576/1975
ACT NO.
72/1983
ACT NO.
342/2000
ACT NO.
266/2005
REVALUATIONS
INITIAL
BALANCE
1) LAND AND BUILDINGS
2) PLANT AND MACHINERY
315
2,265
1,369
1,170
69
1,684
3,504
2,580
2,539
69
3) INDUSTR.& COMM.
EQUIPMENT
4) OTHER
-
TOTAL
-
-
34
-
5,188
69
GVS S.p.A
Via Roma 50
40069 Zola Predosa (BO) – Italy
www.gvs.com
70